CBL & Associates (NYSE: CBL) posts $46M Q2 profit after refinancing $634M loan
CBL & Associates Properties, Inc., a mall-focused REIT, reported stronger results for the quarter and six months ended June 30, 2026. Total revenues were $146.5 million for the quarter and $292.4 million year-to-date, modestly above 2025 levels. Net income rose to $46.3 million for the quarter and $92.7 million year-to-date, compared with $2.2 million and $10.5 million a year earlier, and basic EPS increased to $1.50 for the quarter and $3.01 year-to-date.
Profitability benefited from gains on deconsolidation of properties, sales of outparcels and higher equity in earnings from unconsolidated affiliates, while interest expense remained high at $82.6 million for the first half. Operating cash flow grew to $133.2 million, supporting common dividends of $38.7 million and leaving cash, cash equivalents and restricted cash at $202.6 million. Mortgage and other indebtedness, net, declined to $2.03 billion, entirely non‑recourse at the property level, following refinancing of a large secured term loan into new fixed- and variable‑rate loans. The company also disclosed several property-level loan defaults and receiverships where it anticipates returning certain assets to lenders in satisfaction of the related debt.
Positive
- Net income for the first half of 2026 increased to $92.7M from $10.5M a year earlier, with basic EPS rising to $3.01 from $0.35, helped by gains on deconsolidation and real estate sales.
- Net cash provided by operating activities reached $133.2M for the first six months of 2026, up from $99.9M in 2025, providing support for dividends and balance sheet flexibility.
- Mortgage and other indebtedness, net, declined to $2.03B at June 30, 2026 from $2.17B at December 31, 2025, and all reported debt is non‑recourse at the property level.
Negative
- Property-level loans totaling $161.9M were in default or past maturity at June 30, 2026, and the company states it anticipates returning multiple malls to lenders in satisfaction of the related non‑recourse debt.
Filing Explained
Near-term debt resolution includes $161,959 thousand already in maturity default and $180,344 thousand scheduled for the rest of 2026.
The Form 10-Q is an unaudited quarterly report, and this filing reports the company’s position as of
CBL itself has no indebtedness; the Operating Partnership or consolidated subsidiaries are the borrowers, and all consolidated debt is disclosed as non-recourse, limiting recourse to the secured property or borrowing entity under the stated arrangements.
The filing schedules
The named resolution milestones are the Volusia Mall maturity extension through
Key Figures
Key Terms
variable interest entity financial
available-for-sale securities financial
non-recourse loan financial
deconsolidation financial
net operating income financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did CBL (CBL) perform financially in Q2 2026?
What were CBL (CBL)'s results for the first half of 2026?
How much debt does CBL (CBL) have and what is its structure?
What major financing actions did CBL (CBL) take in early 2026?
What acquisitions and property sales did CBL (CBL) complete in 2026?
Are any CBL (CBL) properties in loan default or receivership?
How are CBL (CBL)'s unconsolidated joint ventures performing?
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
or
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
COMMISSION FILE NO.
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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As of August 3, 2026,
CBL & Associates Properties, Inc.
Table of Contents
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PART I |
FINANCIAL INFORMATION |
1 |
Item 1. |
Condensed Consolidated Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
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Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Equity for the Six Months Ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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SIGNATURES |
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PART I – FINANCIAL INFORMATION
ITEM 1: Condensed Consolidated Financial Statements (Unaudited)
CBL & Associates Properties, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
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June 30, |
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December 31, |
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ASSETS (1) |
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2026 |
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2025 |
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Real estate assets: |
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Land |
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Buildings and improvements |
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Accumulated depreciation |
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Developments in progress |
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Net investment in real estate assets |
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Cash and cash equivalents |
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Restricted cash |
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Available-for-sale securities - at fair value (amortized cost of $ |
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Receivables: |
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Tenant |
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Other |
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Investments in unconsolidated affiliates |
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In-place leases, net |
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Intangible lease assets and other assets |
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$ |
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LIABILITIES AND EQUITY |
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Mortgage and other indebtedness, net |
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Accounts payable and accrued liabilities |
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Total liabilities (1) |
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Shareholders' equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive (loss) income |
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Accumulated deficit |
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Total shareholders' equity |
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Noncontrolling interests |
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Total equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated statements.
1
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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REVENUES: |
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Rental revenues |
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Management, development and leasing fees |
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Other |
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Total revenues |
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EXPENSES: |
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Property operating |
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Depreciation and amortization |
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Real estate taxes |
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Maintenance and repairs |
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General and administrative |
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Loss on impairment |
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Other |
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— |
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Total expenses |
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OTHER INCOME (EXPENSES): |
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Interest and other income |
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Interest expense |
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Loss on extinguishment of debt |
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— |
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— |
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— |
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Gain on deconsolidation |
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— |
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— |
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Gain on sales of real estate assets |
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Income tax (provision) benefit |
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Equity in earnings of unconsolidated affiliates |
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Total other income (expenses), net |
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Net income |
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Net (income) loss attributable to noncontrolling interests in: |
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Operating Partnership |
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Other consolidated subsidiaries |
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Net income attributable to the Company |
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Earnings allocable to unvested restricted stock |
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Net income attributable to common shareholders |
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$ |
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$ |
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$ |
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Basic and diluted per share data attributable to common shareholders: |
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Basic earnings per share |
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$ |
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Diluted earnings per share |
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Weighted-average basic shares |
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Weighted-average diluted shares |
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The accompanying notes are an integral part of these condensed consolidated statements.
2
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Comprehensive Income
(In thousands, except share data)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Unrealized gain (loss) on interest rate swap |
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Unrealized loss on available-for-sale securities |
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Comprehensive income |
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Comprehensive (income) loss attributable to noncontrolling interests in: |
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Operating Partnership |
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Other consolidated subsidiaries |
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Comprehensive income attributable to the Company |
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Earnings allocable to unvested restricted stock |
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Comprehensive income attributable to common shareholders |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated statements.
3
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Equity
(In thousands, except share data)
(Unaudited)
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Equity |
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Shareholders' Equity |
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Common |
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Additional |
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Accumulated |
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Accumulated Deficit |
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Total |
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Noncontrolling |
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Total |
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Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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Dividends declared - common stock |
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— |
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— |
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— |
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( |
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( |
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— |
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Issuance of |
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— |
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— |
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— |
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Issuance of |
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— |
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— |
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Distributions to noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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Amortization of deferred compensation |
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— |
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— |
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— |
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Compensation expense related to performance stock units |
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— |
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— |
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— |
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Cancellation of |
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Adjustments for noncontrolling interests |
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— |
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Balance, March 31, 2025 |
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Net income (loss) |
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Other comprehensive loss |
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Dividends declared - common stock |
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— |
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— |
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( |
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— |
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Distributions to noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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Amortization of deferred compensation |
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Compensation expense related to performance stock units |
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Adjustments for noncontrolling interests |
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||
Balance, June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
Equity |
|
|||||||||||||||||||||||||
|
|
Shareholders' Equity |
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Common |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
|||||||
Balance, December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared - common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Issuance of |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Amortization of deferred compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Compensation expense related to performance stock units |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Cancellation of |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchases of |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Adjustment for noncontrolling interests |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Balance, March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared - common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Cancellation of |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization of deferred compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Compensation expense related to performance stock units |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Deconsolidation of investment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Adjustment for noncontrolling interests |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Balance, June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The accompanying notes are an integral part of these condensed consolidated statements.
4
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts |
|
|
|
|
|
|
||
Net amortization of intangible lease assets and liabilities |
|
|
|
|
|
|
||
Gain on sales of real estate assets |
|
|
( |
) |
|
|
( |
) |
Gain on insurance proceeds |
|
|
( |
) |
|
|
|
|
Write-off of development projects |
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
|
||
Loss on impairment |
|
|
|
|
|
|
||
Gain on deconsolidation |
|
|
( |
) |
|
|
|
|
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Equity in earnings of unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
Distributions of earnings from unconsolidated affiliates |
|
|
|
|
|
|
||
Change in estimate of uncollectable revenues |
|
|
|
|
|
|
||
Deferred income tax provision |
|
|
|
|
|
|
||
Changes in: |
|
|
|
|
|
|
||
Tenant and other receivables |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
( |
) |
|
Accounts payable and accrued liabilities |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Additions to real estate assets |
|
|
( |
) |
|
|
( |
) |
Acquisitions of real estate assets |
|
|
( |
) |
|
|
( |
) |
Net proceeds from sales of real estate assets |
|
|
|
|
|
|
||
Purchases of available-for-sale securities |
|
|
( |
) |
|
|
( |
) |
Redemptions of available-for-sale securities |
|
|
|
|
|
|
||
Proceeds from insurance |
|
|
|
|
|
— |
|
|
Additional investments in and advances to unconsolidated affiliates |
|
|
|
|
|
( |
) |
|
Distributions in excess of equity in earnings of unconsolidated affiliates |
|
|
|
|
|
|
||
Changes in other assets |
|
|
( |
) |
|
|
( |
) |
Net cash provided by investing activities |
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from mortgage and other indebtedness |
|
|
|
|
|
|
||
Principal payments on mortgage and other indebtedness |
|
|
( |
) |
|
|
( |
) |
Additions to debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
|
|
Payment of tax withholdings for restricted stock awards and performance stock units |
|
|
( |
) |
|
|
( |
) |
Distributions to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Dividends paid to common shareholders |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
|
|
|
|
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period |
|
|
|
|
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period |
|
$ |
|
|
$ |
|
||
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash: |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Mortgage escrows |
|
|
|
|
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
SUPPLEMENTAL INFORMATION |
|
|
|
|
|
|
||
Cash paid for interest, net of amounts capitalized |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated statements.
5
CBL & Associates Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per share data)
Note 1 – Organization and Basis of Presentation
CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, outlet centers, lifestyle centers, open-air centers, office buildings and other properties, including single-tenant and multi-tenant parcels. Its properties are located in
CBL conducts substantially all its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.
As of June 30, 2026, the Operating Partnership owned interests in the following properties:
|
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
Other (1)(2) |
|
|
Total |
|
||||||
Consolidated Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unconsolidated Properties (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CBL is the
As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries.
The Operating Partnership conducts the Company's property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company"), to comply with certain requirements of the Internal Revenue Code.
The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended June 30, 2026 are not necessarily indicative of the results to be obtained for the full fiscal year.
Note 2 – Summary of Significant Accounting Policies
Accounting Guidance Not Yet Adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU"), "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures," to improve the disclosures about a public business entity's expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard will be effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of this new standard will have on its condensed consolidated financial statements.
Accounts Receivable
Receivables include amounts billed and currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated
6
outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the determination that the collection of rents over the remaining lease term is not probable, accounts receivable is reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectable portion of the portfolio is recorded as an adjustment to rental revenues.
Management’s collection assessment took into consideration the type of retailer, billing disputes, lease negotiation status and executed deferral or abatement agreements, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation.
Note 3 – Revenues
Revenues
The following table presents the Company's revenues disaggregated by revenue source for the three and six months ended June 30, 2026 and 2025:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revenues from contracts with customers: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expense reimbursements (see table below) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management, development and leasing fees (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing revenues (see table below) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
Operating expense reimbursements detail: |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Malls |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Lifestyle Centers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Open-Air Centers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
All Other |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
Marketing revenues detail: |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Malls |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Lifestyle Centers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outlet Centers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See Note 10 for information on the Company's segments.
7
Revenues from Contracts with Customers
Outstanding Performance Obligations
The Company has outstanding performance obligations related to certain noncancelable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above.
Performance obligation |
|
Less than |
|
|
|
|
|
Over |
|
|
Total |
|
||||
Fixed operating expense reimbursements |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained.
Note 4 – Leases
The components of rental revenues for the three and six months ended June 30, 2026 and 2025 are as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
|
2025 |
|
||||
Fixed lease payments |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
||||
Variable lease payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
||||
The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2026, are as follows:
Years Ending December 31, |
|
|
|
|
2026 (1) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total undiscounted lease payments |
|
$ |
|
|
Note 5 – Fair Value Measurements
The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:
Level 1 – |
Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date. |
Level 2 – |
Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability. |
Level 3 – |
Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment. |
8
The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.
The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. The estimated fair value of mortgage and other indebtedness was $
Fair Value Measurements on a Recurring Basis
The Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows. This analysis reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the Company's derivative contracts for the effect of nonperformance risk, it has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. In accordance with ASU 2011-04, the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although the Company has determined that the majority of the inputs used to value its interest rate swap fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swap utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contract, which determination was based on the fair value of the individual contract, was not significant to the overall valuation. As a result, the Company's interest rate swap held as of June 30, 2026 and December 31, 2025 was classified as Level 2 of the fair value hierarchy.
The following tables set forth information regarding the Company's interest rate swap that was designated as a cash flow hedge of interest rate risk for the six months ended June 30, 2026 and the year ended December 31, 2025. See Note 9 for more information.
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||||||
Asset |
|
Fair Value at June 30, 2026 |
|
|
Quoted Prices in |
|
|
Significant |
|
|
Significant |
|
||||
Interest rate swap |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||||||
Asset |
|
Fair Value at December 31, 2025 |
|
|
Quoted Prices in |
|
|
Significant |
|
|
Significant |
|
||||
Interest rate swap |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
9
During the six months ended June 30, 2026, the Company has continued to reinvest the cash from maturing U.S. Treasury securities into new U.S. Treasury securities. The Company designated the U.S. Treasury securities as available-for-sale (“AFS”).
U.S. Treasury securities |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Amortized cost (1) |
|
$ |
|
|
$ |
|
||
Allowance for credit losses (2) |
|
|
— |
|
|
|
— |
|
Total unrealized (loss) gain |
|
|
( |
) |
|
|
|
|
Fair value (3) |
|
$ |
|
|
$ |
|
||
Fair Value Measurements on a Nonrecurring Basis
The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company’s evaluation of the recoverability of long-lived assets involves the comparison of undiscounted future cash flows expected to be generated by each property over the Company’s expected remaining holding period to the respective carrying amount. The determination of whether the carrying value is recoverable also requires management to make estimates related to probability weighted scenarios impacting undiscounted cash flow models. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. The quantitative and qualitative factors impact the selection of the terminal capitalization rate which is used in both an undiscounted and discounted cash flow model and the discount rate used in a discounted cash flow model. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.
Long-lived Assets Measured at Fair Value in 2026
The Company did
Long-lived Assets Measured at Fair Value in 2025
During the three and six months ended June 30, 2025, the Company sold 840 Greenbrier Circle for less than its carrying value and recorded an impairment of $
Note 6 - Acquisitions
The Company's acquisitions are accounted for as acquisitions of assets under ASC 805-50. The Company includes the results of operations of real estate assets acquired in the condensed consolidated statements of operations from the date of the related acquisition.
2026 Acquisitions
In March 2026, the Company acquired Gateway Mall, an enclosed mall located in Lincoln, NE. The purchase price was approximately $
The Company allocated the purchase price to the acquired assets and liabilities based on relative fair values as determined by management, with the assistance of a third-party valuation specialist. The most subjective and judgmental assumptions used include the projected cash flows, capitalization and discount rates. Multiple appraisal methodologies were used to value the acquired assets and liabilities, which included the cost approach, the sales comparison approach and the income capitalization approach. All estimates, assumptions, valuations and financial projections are inherently subject to significant uncertainties and the resolution of contingencies beyond the Company’s control. Accordingly, the Company cannot assure that the estimates, assumptions, valuations or financial projections will be realized and actual results could vary materially.
10
The following table summarizes the amounts of identified assets acquired and liabilities assumed at the acquisition date:
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|||
Land |
|
$ |
|
|
Building and improvements |
|
|
|
|
In-place leases (1) |
|
|
|
|
Intangible lease assets and other assets: |
|
|
|
|
Above-market leases (1) |
|
|
|
|
Accounts payable and accrued liabilities: |
|
|
|
|
Below-market leases (1) |
|
|
( |
) |
Total |
|
$ |
|
|
2025 Acquisitions
In January 2025, the Company acquired
Note 7 – Dispositions and Held-for-Sale
Dispositions
Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income (loss) for all periods presented, as applicable.
2026 Dispositions
During the three months ended June 30, 2026, the Company realized a gain of $
2025 Dispositions
During the three months ended June 30, 2025, the Company realized a gain of $
Held-for-Sale
As of June 30, 2026 and December 31, 2025, there were
Note 8 – Unconsolidated Affiliates and Noncontrolling Interests
Unconsolidated Affiliates
At June 30, 2026, the Company had investments in
The Company had three unconsolidated affiliates with its ownership interests ranging from
11
Although the Company had majority ownership of certain joint ventures during 2026 and 2025, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:
As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.
Additionally, the Company deconsolidated three investments, Jefferson Mall (
2026 Activity - Unconsolidated Affiliates
Coastal Grand-DSG LLC
In April 2026, the Company and its joint venture partner closed on a $
Jefferson Mall CMBS, LLC
In January 2026, the loan secured by Jefferson Mall entered default. In February 2026, the property was placed into receivership and the Company deconsolidated the property due to a loss of control. For the six months ended June 30, 2026, the Company recognized gain on deconsolidation of $
Gettysburg Outlet Center CMBS, LLC
The loan secured by The Outlet Shoppes at Gettysburg matured in October 2025. In May 2026, the property was placed into receivership and the Company deconsolidated the property due to a loss of control. For the three and six months ended June 30, 2026, the Company recognized a gain on deconsolidation of $
West Melbourne Town Center LLC
In May 2026, the Company and its joint venture partner sold Hammock Landing for $
York Town Center Holding, LP
In June 2026, the loan secured by York Town Center was extended for four months through October 2026.
2025 Activity - Unconsolidated Affiliates
Alamance Crossing CMBS, LLC
In March 2025, the Company transferred title of the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property, which had a balance of $
BI Developments II, LLC
In March 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $
12
Port Orange I, LLC
In February 2025, the Company and its joint venture partner exercised the one-year extension option on the loan secured by the Pavilion at Port Orange, which extended the maturity date through February 2026. In September 2025, the Company and its joint venture partner closed on a new $
In April 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $
York Town Center Holding, LP
In March 2025, the loan secured by York Town Center was extended for six months through September 2025. In August 2025, the loan secured by York Town Center was extended through June 2026 and the interest rate was increased to
Condensed Combined Financial Statements - Unconsolidated Affiliates
Condensed combined financial statement information of the unconsolidated affiliates is as follows:
|
|
June 30, |
|
|
December 31, |
|
||
ASSETS: |
|
|
|
|
|
|
||
Investment in real estate assets |
|
$ |
|
|
$ |
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Developments in progress |
|
|
|
|
|
|
||
Net investment in real estate assets |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES: |
|
|
|
|
|
|
||
Mortgage and other indebtedness, net |
|
$ |
|
|
$ |
|
||
Other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
OWNERS' EQUITY: |
|
|
|
|
|
|
||
The Company |
|
|
|
|
|
|
||
Other investors |
|
|
( |
) |
|
|
|
|
Total owners' equity |
|
|
( |
) |
|
|
|
|
Total liabilities and owners’ equity |
|
$ |
|
|
$ |
|
||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable Interest Entities
The Operating Partnership and certain of its subsidiaries are VIEs primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.
The Company consolidates the Operating Partnership because it is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.
13
Consolidated VIEs
As of June 30, 2026, the Company had investments in nine consolidated VIEs with ownership interests ranging from
Unconsolidated VIEs
The table below lists the Company's unconsolidated VIEs as of June 30, 2026:
Unconsolidated VIEs: |
|
Investment in |
|
|
Maximum |
|
||
Ambassador Infrastructure, LLC (1) |
|
$ |
— |
|
|
$ |
|
|
Atlanta Outlet JV, LLC |
|
|
— |
|
|
|
— |
|
El Paso Outlet Center Holding, LLC |
|
|
— |
|
|
|
— |
|
Gettysburg Outlet Center Holding, LLC (2) |
|
|
— |
|
|
|
— |
|
Jefferson Mall CMBS, LLC (3) |
|
|
— |
|
|
|
— |
|
Louisville Outlet Shoppes, LLC |
|
|
— |
|
|
|
— |
|
Mall of South Carolina L.P. |
|
|
— |
|
|
|
— |
|
Southpark Mall CMBS, LLC (4) |
|
|
— |
|
|
|
— |
|
Vision - CBL Hamilton Place, LLC |
|
|
|
|
|
|
||
Vision - CBL Mayfaire TC Hotel, LLC |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Note 9 – Mortgage and Other Indebtedness, Net
CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries that it has a direct or indirect ownership interest in are the borrowers on all the Company's debt. At June 30, 2026, all the Company's consolidated debt is non-recourse.
The Company’s mortgage and other indebtedness, net, consisted of the following:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Amount |
|
|
Weighted- |
|
|
Amount |
|
|
Weighted- |
|
||||
Fixed-rate debt: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2032 non-recourse bank loan (2) |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Non-recourse secured mall loan due 2031 |
|
|
|
|
|
% |
|
|
— |
|
|
|
— |
|
||
Non-recourse loans on operating properties |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total fixed-rate debt |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Variable-rate debt: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse, secured term loan |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
% |
||
2032 non-recourse bank loan (2) |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Non-recourse secured lifestyle centers loan due 2032 |
|
|
|
|
|
% |
|
|
— |
|
|
|
— |
|
||
Non-recourse loan on an operating property |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total variable-rate debt |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total fixed-rate and variable-rate debt |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Unamortized deferred financing costs |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Debt discounts (3) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total mortgage and other indebtedness, net |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
14
Non-recourse loans on operating properties, the 2032 non-recourse bank loan, the non-recourse secured mall loan due 2031 and the non-recourse secured lifestyle centers loan due 2032 include loans that are secured by properties owned by the Company that have a carrying value of $
2026 Loan Activity
In January 2026, the loan secured by Jefferson Mall entered default. In February 2026, the Company deconsolidated the property when the property entered receivership. See Note 8.
In March 2026, the Company entered into a $
In March 2026, the Company entered into a $
In March 2026, the acquisition of Gateway Mall was financed through a $
In March 2026, the loan secured by Parkdale Mall and Parkdale Crossing entered maturity default. The Company is in discussions with the lender and intends to cooperate with the foreclosure or conveyance of the properties in satisfaction of the debt.
In April 2026, the Company closed on a $
In May 2026, the loan secured by Arbor Place entered maturity default. The Company intends to cooperate with the foreclosure or conveyance of the property in satisfaction of the debt.
In May 2026, the Company closed on a $
In May 2026, the $
In May 2026, the Company entered into a $
In May 2026, the loan secured by Volusia Mall was modified, which extends the maturity date through October 2026.
In June 2026, the lender notified the Company that the loan secured by The Outlet Shoppes at Laredo was in default. Subsequent to June 30, 2026, the loan was extended through November 2026. See Note 15.
2025 Loan Activity
In January 2025, a portion of the proceeds from the sale of Monroeville Mall and the Annex at Monroeville were used to paydown the 2032 non-recourse bank loan by $
In February 2025, a portion of the proceeds from the sale of Imperial Valley Mall were used to paydown the secured term loan principal balance by $
15
In March 2025, the loan secured by Cross Creek Mall was modified to extend the maturity date to August 2025. In July 2025, the Company closed on a new $
In March 2025, the lender notified the Company that the loan secured by The Outlet Shoppes at Laredo was in default. In September 2025, the loan was extended through June 2026 and the loan default was cured.
In May 2025, the Company exercised the
Scheduled Principal Payments
As of June 30, 2026, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, are as follows:
2026 (1) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
|
|
|
Principal balance of loans with maturity dates prior to June 30, 2026 (2) |
|
|
|
|
Total mortgage and other indebtedness |
|
$ |
|
Of the $
Interest Rate Hedge Instruments
The Company records its derivative instruments in its condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.
The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
Instrument Type |
|
Location in the Condensed Consolidated Balance Sheet |
|
Notional |
|
|
Index |
|
Fair Value at June 30, 2026 |
|
|
Maturity Date |
||
Pay fixed/Receive variable swap |
|
Intangible lease assets and other assets |
|
$ |
|
|
1-month USD-SOFR CME |
|
$ |
|
|
Jun-27 |
||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
Hedging Instrument - Interest Rate Swap |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Gain (loss) recognized in other comprehensive income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Gain recognized in earnings (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that $
16
The Company has an agreement with each derivative counterparty that contains a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of June 30, 2026, the Company did
Note 10 – Segment Information
As discussed in Note 1, the Company owns interests in a portfolio of properties including regional shopping malls, outlet centers, lifestyle centers, open-air centers, office buildings and other properties, including single-tenant and multi-tenant parcels. The Company has identified each property as an operating segment, and each is led by a general manager. Performance and resource allocation is assessed by the chief executive officer (“CEO”), whom the Company has determined to be the Chief Operating Decision Maker ("CODM").
The Company’s reportable
The following is a brief description of the Company’s reportable segments and the remaining operating segments that comprise the All Other category:
Malls – The malls reporting segment consists of enclosed large regional shopping centers, generally anchored by two or more anchors or junior anchors, a wide variety of in-line retail stores, restaurants and non-retail tenants.
Lifestyle centers – The lifestyle center reporting segment consists of large open-air centers, generally anchored by one or more anchors, which can include traditional department store anchors, grocers, or other non-traditional anchors and/or junior anchors, a wide variety of in-line and retail stores, restaurants, and/or non-retail tenants.
Outlet centers – The outlet center reporting segment consists of open-air centers, generally anchored by one or more discount or off-price junior anchors and a wide variety of brand name off-price or discount in-line stores.
Open-air centers – The open-air centers reporting segment is typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or traditional department stores. In many cases, the open-air centers in this category are adjacent to the properties that make up the malls reporting segment.
All Other – The All Other category includes outparcels, office buildings, hotels, corporate-level debt and the Management Company.
Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
17
Information on the Company's reportable segments is presented as follows:
Three Months Ended June 30, 2026 |
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
Total Reportable Segments |
|
|
All Other (1) |
|
|
Consolidation Adjustments (2) |
|
|
Consolidated Total |
|
||||||||
Revenues (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
Property operating expenses (4) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment net operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
All other segment net operating income (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidation adjustments (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Gain on sales of real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
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|
|
|
|||||||
Gain on deconsolidation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Equity in earnings of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2025 |
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
Total Reportable Segments |
|
|
All Other (1) |
|
|
Consolidation Adjustments (2) |
|
|
Consolidated Total |
|
||||||||
Revenues (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
Property operating expenses (4) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment net operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
All other segment net operating income (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidation adjustments (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Gain on sales of real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Loss on impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Equity in earnings of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2026 |
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
Total Reportable Segments |
|
|
All Other (1) |
|
|
Consolidation Adjustments (2) |
|
|
Consolidated Total |
|
||||||||
Revenues (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
Property operating expenses (4) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment net operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
All other segment net operating income (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidation adjustments (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Gain on sales of real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Gain on deconsolidation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||||
18
Six Months Ended June 30, 2025 |
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
Total Reportable Segments |
|
|
All Other (1) |
|
|
Consolidation Adjustments (2) |
|
|
Consolidated Total |
|
||||||||
Revenues (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
Property operating expenses (4) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment net operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
All other segment net operating income (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidation adjustments (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Gain on sales of real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Loss on impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||||
Note 11 – Earnings Per Share
Earnings per share ("EPS") is calculated under the two-class method. Under the two-class method, all earnings (distributed and undistributed) are allocated to common stock and participating securities. The Company grants restricted stock awards to certain employees under its share-based compensation program, which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested restricted stock awards meet the definition of participating securities based on their respective rights to receive nonforfeitable dividends.
Diluted EPS incorporates the potential impact of contingently issuable shares. Diluted EPS is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Performance stock units ("PSUs") and unvested restricted stock awards are contingently issuable common shares and are included in diluted EPS if the effect is dilutive.
The following table presents the calculation of basic and diluted EPS (in thousands, except per share amounts):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Basic earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to the Company |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Earnings allocable to unvested restricted stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income attributable to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average basic shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per share attributable to common shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Dilutive impact of unvested restricted stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Net income attributable to common shareholders, net of dilutive impact |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average diluted shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per share attributable to common shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
19
Note 12 – Contingencies
The Company is currently involved in litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.
Environmental Contingencies
The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2027 for certain environmental claims up to $
Note 13 – Share-Based Compensation
Restricted Stock Awards
Compensation expense is recognized on a straight-line basis over the requisite service period. The share-based compensation expense related to restricted stock awards granted under the CBL & Associates Properties, Inc. 2021 Equity Incentive Plan ("EIP") was $
A summary of the status of the Company’s unvested restricted stock awards as of June 30, 2026, and changes during the six months ended June 30, 2026, are presented below:
|
|
Shares |
|
|
Weighted- |
|
||
Unvested at January 1, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
2023 PSUs earned and granted as restricted stock |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Unvested at June 30, 2026 |
|
|
|
|
$ |
|
||
20
The total grant date fair value of the 2023 PSUs that were earned and were granted as restricted stock awards was $
Performance Stock Unit Awards
Compensation cost for the PSUs granted in February 2023, February 2024, February 2025 and February 2026 is recognized on a straight-line basis over the service period since it is longer than the performance period. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met. Share-based compensation expense related to the PSUs granted under the 2021 Equity Incentive Plan was $
A summary of the status of the Company’s outstanding PSU awards as of June 30, 2026, and changes during the six months ended June 30, 2026, are presented below:
|
|
PSUs |
|
|
Weighted- |
|
||
Unearned at January 1, 2026 |
|
|
|
|
$ |
|
||
2026 PSUs granted |
|
|
|
|
$ |
|
||
Incremental PSUs granted (1) |
|
|
|
|
$ |
|
||
Earned (2) |
|
|
( |
) |
|
$ |
|
|
Unearned at June 30, 2026 |
|
|
|
|
$ |
|
||
The total grant-date fair value of PSU awards granted during the six months ended June 30, 2026 was $
The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs granted in 2026:
|
|
2026 PSUs |
|
|
Grant date |
|
February 11, 2026 |
|
|
Fair value per share on valuation date (1) |
|
$ |
|
|
Risk-free interest rate (2) |
|
|
% |
|
Expected share price volatility (3) |
|
|
% |
|
As of June 30, 2026, there was $
21
Note 14 – Noncash Investing and Financing Activities
The Company’s noncash investing and financing activities were as follows:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Additions to real estate assets accrued but not yet paid |
|
$ |
|
|
$ |
|
||
Deconsolidation upon loss of control (1): |
|
|
|
|
|
|
||
Decrease in real estate assets |
|
|
( |
) |
|
|
— |
|
Decrease in mortgage and other indebtedness |
|
|
|
|
|
— |
|
|
Decrease in operating assets and liabilities |
|
|
|
|
|
— |
|
|
Decrease in intangible lease and other assets |
|
|
( |
) |
|
|
— |
|
Decrease in noncontrolling interest and joint venture interest |
|
|
( |
) |
|
|
|
|
Note 15 – Subsequent Events
In July 2026, the Company redeemed $
In August 2026, the loan secured by The Outlet Shoppes at Laredo was extended through November 2026. In conjunction with the extension, the Company's joint venture partner funded an $
In August 2026, the Company announced a cash dividend of $
22
ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the condensed consolidated financial statements. 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.
23
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 June 30, 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 June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income |
|
$ |
46,321 |
|
|
$ |
2,158 |
|
|
$ |
92,706 |
|
|
$ |
10,545 |
|
Net income attributable to common shareholders |
|
$ |
45,358 |
|
|
$ |
2,567 |
|
|
$ |
90,761 |
|
|
$ |
10,779 |
|
Significant items that affected comparability between the three-month periods include:
Significant items that affected comparability between the six-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 half of 2026, we reduced our debt balance and extended our debt maturity schedule through refinancings, such as 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 and sold Hammock Landing for $78.5 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
24
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 six months ended June 30, 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 |
The Outlet Shoppes at Gettysburg |
|
Gettysburg, PA |
|
May 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 |
Hammock Landing (1) |
|
West Melbourne, FL |
|
May 2026 |
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 June 30, 2026, Arbor Place, Brookfield Square, Eastland Mall, Harford Mall, Jefferson Mall, Laurel Park Place, Old Hickory Mall, Parkdale Mall, Parkdale Crossing, Southpark Mall, The Outlet Shoppes at Gettysburg and York Galleria were designated as non-core.
25
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
Revenues
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
All Other |
|
||||||||
Rental revenues |
|
$ |
142,014 |
|
|
$ |
136,453 |
|
|
$ |
5,561 |
|
|
$ |
8,458 |
|
|
$ |
(144 |
) |
|
$ |
(226 |
) |
|
$ |
(2,559 |
) |
|
$ |
32 |
|
Management, development and leasing fees |
|
|
1,159 |
|
|
|
1,357 |
|
|
|
(198 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(198 |
) |
Other |
|
|
3,306 |
|
|
|
3,095 |
|
|
|
211 |
|
|
|
81 |
|
|
|
46 |
|
|
|
14 |
|
|
|
28 |
|
|
|
42 |
|
Total revenues |
|
$ |
146,479 |
|
|
$ |
140,905 |
|
|
$ |
5,574 |
|
|
$ |
8,539 |
|
|
$ |
(98 |
) |
|
$ |
(212 |
) |
|
$ |
(2,531 |
) |
|
$ |
(124 |
) |
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 $11.6 million during the current-year period. The increase was partially offset by $6.4 million of rental revenues associated with properties sold or deconsolidated since the prior-year period. Also, rental revenues at the comparable properties increased $0.9 million compared to the prior-year period.
Operating Expenses
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
All Other |
|
||||||||
Property operating |
|
$ |
(25,797 |
) |
|
$ |
(23,583 |
) |
|
$ |
(2,214 |
) |
|
$ |
(1,926 |
) |
|
$ |
17 |
|
|
$ |
175 |
|
|
$ |
291 |
|
|
$ |
(771 |
) |
Real estate taxes |
|
|
(14,055 |
) |
|
|
(15,027 |
) |
|
|
972 |
|
|
|
41 |
|
|
|
31 |
|
|
|
601 |
|
|
|
242 |
|
|
|
57 |
|
Maintenance and repairs |
|
|
(10,841 |
) |
|
|
(10,372 |
) |
|
|
(469 |
) |
|
|
(574 |
) |
|
|
(8 |
) |
|
|
(63 |
) |
|
|
136 |
|
|
|
40 |
|
Property operating expenses |
|
|
(50,693 |
) |
|
|
(48,982 |
) |
|
|
(1,711 |
) |
|
|
(2,459 |
) |
|
|
40 |
|
|
|
713 |
|
|
|
669 |
|
|
|
(674 |
) |
Depreciation and amortization |
|
|
(36,283 |
) |
|
|
(39,702 |
) |
|
|
3,419 |
|
|
|
2,084 |
|
|
|
71 |
|
|
|
289 |
|
|
|
713 |
|
|
|
262 |
|
General and administrative |
|
|
(14,782 |
) |
|
|
(15,188 |
) |
|
|
406 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
406 |
|
Loss on impairment |
|
|
— |
|
|
|
(1,457 |
) |
|
|
1,457 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,457 |
|
Other |
|
|
— |
|
|
|
(30 |
) |
|
|
30 |
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total operating expenses |
|
$ |
(101,758 |
) |
|
$ |
(105,359 |
) |
|
$ |
3,601 |
|
|
$ |
(345 |
) |
|
$ |
111 |
|
|
$ |
1,002 |
|
|
$ |
1,382 |
|
|
$ |
1,451 |
|
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 $2.6 million during the current-year period. Also, property operating expenses increased at the comparable properties compared to the prior-year period primarily due to higher property repair and maintenance expense and payroll related costs. The increase was partially offset by a reduction of $1.4 million of property operating expenses associated with properties sold or deconsolidated since the prior-year 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 $1.2 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 $5.0 million during the current-year period.
During the three months ended June 30, 2025, we sold 840 Greenbrier Circle for less than its carrying value and recorded an impairment of $1.5 million.
Other Income and Expenses
Interest expense decreased $1.2 million during the three months ended June 30, 2026 as compared to the prior-year period. The decrease was primarily due to property-level debt discounts becoming fully accreted upon maturity of the related loans, as well as a deconsolidation, since the prior-year period. The decrease was partially offset due to additional interest on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025, as well as an increase in default interest expense.
For the three months ended June 30, 2026, we recorded a $5.9 million gain on deconsolidation related to The Outlet Shoppes at Gettysburg. 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 June 30, 2026, we recognized $13.6 million of gain on sales of real estate assets related to the sale of seven outparcels. During the three months ended June 30, 2025, we recognized $1.3 million of gain on sales of real estate assets primarily related to the sale of an outparcel.
26
Equity in earnings increased $15.9 million during the three months ended June 30, 2026 as compared to the prior-year period. The increase was primarily due to the sale of Hammock Landing during the current-year period.
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
Revenues
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
All Other |
|
||||||||
Rental revenues |
|
$ |
283,387 |
|
|
$ |
273,813 |
|
|
$ |
9,574 |
|
|
$ |
14,911 |
|
|
$ |
(440 |
) |
|
$ |
(120 |
) |
|
$ |
(4,501 |
) |
|
$ |
(276 |
) |
Management, development and leasing fees |
|
|
2,768 |
|
|
|
2,674 |
|
|
|
94 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
94 |
|
Other |
|
|
6,292 |
|
|
|
6,186 |
|
|
|
106 |
|
|
|
(177 |
) |
|
|
105 |
|
|
|
13 |
|
|
|
101 |
|
|
|
64 |
|
Total revenues |
|
$ |
292,447 |
|
|
$ |
282,673 |
|
|
$ |
9,774 |
|
|
$ |
14,734 |
|
|
$ |
(335 |
) |
|
$ |
(107 |
) |
|
$ |
(4,400 |
) |
|
$ |
(118 |
) |
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 $21.6 million during the current-year period. The increase was partially offset by $13.3 million of rental revenues associated with properties sold or deconsolidated since the prior-year period. Also, rental revenues at the comparable properties increased $3.0 million compared to the prior-year period.
Operating Expenses
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Malls |
|
|
Outlet Centers |
|
|
Lifestyle Centers |
|
|
Open-Air Centers |
|
|
All Other |
|
||||||||
Property operating |
|
$ |
(54,030 |
) |
|
$ |
(49,461 |
) |
|
$ |
(4,569 |
) |
|
$ |
(4,186 |
) |
|
$ |
28 |
|
|
$ |
330 |
|
|
$ |
330 |
|
|
$ |
(1,071 |
) |
Real estate taxes |
|
|
(28,121 |
) |
|
|
(30,758 |
) |
|
|
2,637 |
|
|
|
1,338 |
|
|
|
138 |
|
|
|
760 |
|
|
|
465 |
|
|
|
(64 |
) |
Maintenance and repairs |
|
|
(23,174 |
) |
|
|
(23,838 |
) |
|
|
664 |
|
|
|
280 |
|
|
|
26 |
|
|
|
(32 |
) |
|
|
301 |
|
|
|
89 |
|
Property operating expenses |
|
|
(105,325 |
) |
|
|
(104,057 |
) |
|
|
(1,268 |
) |
|
|
(2,568 |
) |
|
|
192 |
|
|
|
1,058 |
|
|
|
1,096 |
|
|
|
(1,046 |
) |
Depreciation and amortization |
|
|
(74,381 |
) |
|
|
(85,243 |
) |
|
|
10,862 |
|
|
|
7,978 |
|
|
|
165 |
|
|
|
303 |
|
|
|
1,829 |
|
|
|
587 |
|
General and administrative |
|
|
(33,369 |
) |
|
|
(35,895 |
) |
|
|
2,526 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,526 |
|
Loss on impairment |
|
|
— |
|
|
|
(1,457 |
) |
|
|
1,457 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,457 |
|
Other |
|
|
30 |
|
|
|
(30 |
) |
|
|
60 |
|
|
|
60 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total operating expenses |
|
$ |
(213,045 |
) |
|
$ |
(226,682 |
) |
|
$ |
13,637 |
|
|
$ |
5,470 |
|
|
$ |
357 |
|
|
$ |
1,361 |
|
|
$ |
2,925 |
|
|
$ |
3,524 |
|
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 $4.9 million during the current-year period. Also, property operating expenses increased at the comparable properties compared to the prior-year period primarily due to higher property repair and maintenance expense, payroll and insurance related costs. The increase was partially offset by a reduction of $3.2 million of property operating expenses associated with properties sold or deconsolidated since the prior-year 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 $3.0 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 $9.3 million during the current-year period.
Real estate taxes decreased primarily due to refunds received in the current period.
General and administrative expense decreased $2.5 million primarily due to lower stock-based compensation expense in the current-year period as compared to the prior-year period.
During the six months ended June 30, 2025, we sold 840 Greenbrier Circle for less than its carrying value and recorded an impairment of $1.5 million.
Other Income and Expenses
Interest expense decreased $5.6 million during the six months ended June 30, 2026 as compared to the prior-year period. The decrease was primarily due to property-level debt discounts becoming fully accreted upon maturity of the related loans, as well as a deconsolidation, since the prior-year period. The decrease was partially offset due to additional interest on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025, as well as an increase in default interest expense.
27
For the six months ended June 30, 2026, we recorded a $41.3 million gain on deconsolidation related to Jefferson Mall and The Outlet Shoppes at Gettysburg. The properties were deconsolidated due to a loss of control when they were placed into receivership in connection with the foreclosure process.
During the six months ended June 30, 2026, we recognized $15.0 million of gain on sales of real estate assets related to the sale of eight outparcels. During the six months ended June 30, 2025, we recognized a $22.9 million 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, a land parcel associated with Imperial Valley Mall and an outparcel.
Equity in earnings increased $19.2 million during the six months ended June 30, 2026 as compared to the prior-year period. The increase was primarily due to the sale of Hammock Landing.
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 June 30, 2026, Arbor Place, Brookfield Square, Eastland Mall, Harford Mall, Jefferson Mall, Laurel Park Place, Old Hickory Mall, Parkdale Mall, Parkdale Crossing, 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).
28
A reconciliation of our same-center NOI to net income for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income |
|
$ |
46,321 |
|
|
$ |
2,158 |
|
|
$ |
92,706 |
|
|
$ |
10,545 |
|
Adjustments: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization, including our share of unconsolidated affiliates and net of noncontrolling interests' share |
|
|
39,072 |
|
|
|
42,579 |
|
|
|
79,961 |
|
|
|
91,126 |
|
Interest expense, including our share of unconsolidated affiliates and net of noncontrolling interests' share |
|
|
48,235 |
|
|
|
50,262 |
|
|
|
93,632 |
|
|
|
100,763 |
|
Abandoned projects expense |
|
|
— |
|
|
|
27 |
|
|
|
— |
|
|
|
27 |
|
Gain on sales of real estate assets |
|
|
(13,633 |
) |
|
|
(1,339 |
) |
|
|
(15,035 |
) |
|
|
(22,871 |
) |
Gain on sales of real estate assets of unconsolidated affiliates |
|
|
(12,224 |
) |
|
|
(832 |
) |
|
|
(12,130 |
) |
|
|
(1,867 |
) |
Adjustment for unconsolidated affiliates with negative investment |
|
|
(1,781 |
) |
|
|
2,102 |
|
|
|
(4,665 |
) |
|
|
3,636 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
217 |
|
Gain on deconsolidation |
|
|
(5,925 |
) |
|
|
— |
|
|
|
(41,259 |
) |
|
|
— |
|
Loss on impairment |
|
|
— |
|
|
|
1,457 |
|
|
|
— |
|
|
|
1,457 |
|
Income tax provision (benefit) |
|
|
642 |
|
|
|
369 |
|
|
|
(588 |
) |
|
|
(102 |
) |
Lease termination fees |
|
|
(93 |
) |
|
|
(438 |
) |
|
|
(474 |
) |
|
|
(1,401 |
) |
Straight-line rent and above- and below-market lease amortization (2) |
|
|
2,335 |
|
|
|
1,866 |
|
|
|
4,635 |
|
|
|
6,105 |
|
Net loss attributable to noncontrolling interests in other consolidated subsidiaries |
|
|
131 |
|
|
|
603 |
|
|
|
241 |
|
|
|
1,011 |
|
General and administrative expenses |
|
|
14,782 |
|
|
|
15,188 |
|
|
|
33,369 |
|
|
|
35,895 |
|
Management fees and non-property level revenues (2) |
|
|
(3,467 |
) |
|
|
(3,945 |
) |
|
|
(7,513 |
) |
|
|
(8,137 |
) |
Operating Partnership's share of property NOI (2) |
|
|
114,395 |
|
|
|
110,057 |
|
|
|
222,880 |
|
|
|
216,404 |
|
Non-comparable NOI (2) |
|
|
(16,742 |
) |
|
|
(13,840 |
) |
|
|
(31,105 |
) |
|
|
(28,758 |
) |
Total same-center NOI (3) |
|
$ |
97,653 |
|
|
$ |
96,217 |
|
|
$ |
191,775 |
|
|
$ |
187,646 |
|
Same-center NOI increased 1.5% for the three months ended June 30, 2026 as compared to the prior-year period. The $1.4 million increase for the three months ended June 30, 2026 compared to the same period in 2025 primarily consisted of a $1.6 million increase in revenues, partially offset by a $0.2 million increase 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. Operating expenses increased in the current-year period primarily due to higher property repair and maintenance expense and payroll related costs, which was partially offset by lower real estate taxes.
Same-center NOI increased 2.2% for the six months ended June 30, 2026 as compared to the prior-year period. The $4.1 million increase for the six months ended June 30, 2026 compared to the same period in 2025 primarily consisted of a $3.7 million increase in revenues and a $0.4 million decrease in operating expenses. Rental revenues were $3.4 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. 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 property repair and maintenance expense, payroll and 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.
29
We derive the majority of our revenues from the malls. The sources of our revenues by property type were as follows:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Malls |
|
|
73.7 |
% |
|
|
71.0 |
% |
Outlet Centers |
|
|
5.1 |
% |
|
|
5.3 |
% |
Lifestyle Centers |
|
|
7.6 |
% |
|
|
7.6 |
% |
Open-Air Centers |
|
|
8.4 |
% |
|
|
11.1 |
% |
All Other Properties |
|
|
5.2 |
% |
|
|
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 June 30, |
|
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
% Change |
||
Malls, lifestyle centers and outlet centers same-center sales per square foot |
|
$ |
455 |
|
|
$ |
438 |
|
|
3.9% |
Occupancy
Our portfolio occupancy is summarized in the following table (Excluded Properties are not included in occupancy metrics):
|
|
As of June 30, |
||
|
|
2026 |
|
2025 |
Total portfolio |
|
90.4% |
|
88.8% |
Malls, lifestyle centers and outlet centers: |
|
|
|
|
Total malls |
|
88.3% |
|
86.2% |
Total lifestyle centers |
|
92.7% |
|
90.8% |
Total outlet centers |
|
91.5% |
|
91.2% |
Total same-center malls, lifestyle centers and outlet centers |
|
88.9% |
|
88.9% |
Open-air centers |
|
95.0% |
|
93.6% |
All Other Properties |
|
94.5% |
|
91.0% |
Leasing
The following is a summary of the total square feet of leases signed in the three and six months ended June 30, 2026 and 2025:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating portfolio: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
New leases |
|
|
257,968 |
|
|
|
211,811 |
|
|
|
409,234 |
|
|
|
323,605 |
|
Renewal leases |
|
|
998,631 |
|
|
|
999,388 |
|
|
|
1,429,876 |
|
|
|
1,464,519 |
|
Development portfolio: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
New leases |
|
|
— |
|
|
|
6,058 |
|
|
|
— |
|
|
|
6,058 |
|
Total leased |
|
|
1,256,599 |
|
|
|
1,217,257 |
|
|
|
1,839,110 |
|
|
|
1,794,182 |
|
30
Average annual base rents per square foot are based on contractual rents in effect as of June 30, 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:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Total portfolio (1) |
|
$ |
27.82 |
|
|
$ |
26.70 |
|
Malls, lifestyle centers and outlet centers: |
|
|
|
|
|
|
||
Total same-center malls, lifestyle centers and outlet centers |
|
|
32.24 |
|
|
|
32.15 |
|
Total malls |
|
|
31.96 |
|
|
|
31.75 |
|
Total lifestyle centers |
|
|
32.88 |
|
|
|
32.68 |
|
Total outlet centers |
|
|
32.78 |
|
|
|
30.35 |
|
Open-air centers |
|
|
16.33 |
|
|
|
16.16 |
|
All Other Properties |
|
|
21.62 |
|
|
|
21.75 |
|
Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the three and six months ended June 30, 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 June 30, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
All Property Types (1) |
|
|
585,056 |
|
|
$ |
39.67 |
|
|
$ |
41.33 |
|
|
|
4.2 |
% |
|
$ |
43.17 |
|
|
|
8.8 |
% |
Malls, Lifestyle Centers & Outlet Centers (2) |
|
|
531,821 |
|
|
|
40.17 |
|
|
|
41.54 |
|
|
|
3.4 |
% |
|
|
43.45 |
|
|
|
8.2 |
% |
New leases (2) |
|
|
88,376 |
|
|
|
37.79 |
|
|
|
46.73 |
|
|
|
23.7 |
% |
|
|
51.27 |
|
|
|
35.7 |
% |
Renewal leases (2) |
|
|
443,445 |
|
|
|
40.64 |
|
|
|
40.50 |
|
|
|
(0.3 |
)% |
|
|
41.89 |
|
|
|
3.1 |
% |
Open-air Centers |
|
|
40,406 |
|
|
|
35.11 |
|
|
|
40.54 |
|
|
|
15.5 |
% |
|
|
41.57 |
|
|
|
18.4 |
% |
Six Months Ended June 30, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
All Property Types (1) |
|
|
956,736 |
|
|
$ |
41.12 |
|
|
$ |
42.64 |
|
|
|
3.7 |
% |
|
$ |
44.22 |
|
|
|
7.5 |
% |
Malls, Lifestyle Centers & Outlet Centers (2) |
|
|
895,666 |
|
|
|
41.50 |
|
|
|
42.83 |
|
|
|
3.2 |
% |
|
|
44.43 |
|
|
|
7.1 |
% |
New leases (2) |
|
|
131,179 |
|
|
|
36.46 |
|
|
|
47.65 |
|
|
|
30.7 |
% |
|
|
51.65 |
|
|
|
41.7 |
% |
Renewal leases (2) |
|
|
764,487 |
|
|
|
42.37 |
|
|
|
42.01 |
|
|
|
(0.8 |
)% |
|
|
43.20 |
|
|
|
2.0 |
% |
Open-air Centers |
|
|
48,241 |
|
|
|
36.02 |
|
|
|
41.17 |
|
|
|
14.3 |
% |
|
|
42.35 |
|
|
|
17.6 |
% |
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 |
|
|
79 |
|
|
|
213,605 |
|
|
|
7.33 |
|
|
$ |
47.40 |
|
|
$ |
51.70 |
|
|
$ |
35.23 |
|
|
$ |
12.17 |
|
|
|
34.5 |
% |
|
$ |
16.47 |
|
|
|
46.7 |
% |
Renewal |
|
|
514 |
|
|
|
1,509,581 |
|
|
|
3.05 |
|
|
|
43.60 |
|
|
|
44.62 |
|
|
|
43.37 |
|
|
|
0.23 |
|
|
|
0.5 |
% |
|
|
1.25 |
|
|
|
2.9 |
% |
Commencement 2026 Total |
|
|
593 |
|
|
|
1,723,186 |
|
|
|
3.62 |
|
|
|
44.07 |
|
|
|
45.50 |
|
|
|
42.36 |
|
|
|
1.71 |
|
|
|
4.0 |
% |
|
|
3.14 |
|
|
|
7.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commencement 2027: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New |
|
|
11 |
|
|
|
30,662 |
|
|
|
9.41 |
|
|
|
59.73 |
|
|
|
65.24 |
|
|
|
51.10 |
|
|
|
8.63 |
|
|
|
16.9 |
% |
|
|
14.14 |
|
|
|
27.7 |
% |
Renewal |
|
|
74 |
|
|
|
211,061 |
|
|
|
3.28 |
|
|
|
43.98 |
|
|
|
45.32 |
|
|
|
41.90 |
|
|
|
2.08 |
|
|
|
5.0 |
% |
|
|
3.42 |
|
|
|
8.2 |
% |
Commencement 2027 Total |
|
|
85 |
|
|
|
241,723 |
|
|
|
4.07 |
|
|
|
45.98 |
|
|
|
47.84 |
|
|
|
43.06 |
|
|
|
2.92 |
|
|
|
6.8 |
% |
|
|
4.78 |
|
|
|
11.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total 2026/2027 |
|
|
678 |
|
|
|
1,964,909 |
|
|
|
3.67 |
|
|
$ |
44.30 |
|
|
$ |
45.79 |
|
|
$ |
42.45 |
|
|
$ |
1.85 |
|
|
|
4.4 |
% |
|
$ |
3.34 |
|
|
|
7.9 |
% |
Liquidity and Capital Resources
As of June 30, 2026, we had $302.4 million available in unrestricted cash and U.S. Treasury securities, as well as unrestricted cash of $20.3 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 June 30, 2026 was $2,533.5 million. We had $94.4 million in restricted cash at June 30, 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
31
designated for debt service and operating expense obligations. We also had restricted cash of $6.9 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 six months ended June 30, 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 June 30, 2026, our U.S. Treasury securities have maturities through May 2027. Subsequent to June 30, 2026, we redeemed and purchased additional U.S. Treasury securities. See Note 15 for more information.
During the six months ended June 30, 2026, we sold Hammock Landing and eight outparcels, which generated gross proceeds of $61.4 million at our share.
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. In May 2026, the $9.7 million loan, at our share, secured by The Outlet Shoppes at Gettysburg was placed into receivership and we deconsolidated the property due to a loss of control. For the six months ended June 30, 2026, we recognized gain on deconsolidation of $41.3 million. We anticipate returning the properties to the lender. 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.
In April 2026, we closed on a $43.0 million non-recourse, five-year loan secured by Northwoods Mall, which bears a fixed interest rate of 9.12%. Proceeds from the new loan were used to retire the previous loan. Under the previous loan, cash flows were being swept by the lender.
In April 2026, we closed on a $6.6 million non-recourse, five-year loan secured by Coastal Grand Mall - Dick's Sporting Goods, which bears a fixed interest rate of 6.17%. Proceeds from the new loan were used to retire the previous loan.
In May 2026, the loan secured by Arbor Place entered maturity default. We intend to cooperate with the foreclosure or conveyance of the property in satisfaction of the debt.
In May 2026, we closed on a $97.5 million non-recourse, five-year loan secured by Fayette Mall, which bears a fixed interest rate of 7.25%. Proceeds from the new loan were used to retire the previous loan.
In May 2026, we entered into a $71.9 million non-recourse, five-year loan secured by Hamilton Place, which bears a fixed interest rate of 6.85%. Proceeds from the new loan were used to retire the previous loan.
In May 2026, the loan secured by Volusia Mall was modified, which extends the maturity date through October 2026.
In June 2026, we were notified by the lender that the loan secured by The Outlet Shoppes at Laredo was in default. Subsequent to June 30, 2026, the loan was extended through November 2026. See Note 15.
In June 2026, the loan secured by York Town Center was extended for four months through October 2026.
We paid regular quarterly dividends of $0.45 per share for the first quarter of 2026 and $0.625 per share for the second quarter of 2026. Additionally, our board of directors declared a special dividend of $0.175 per share of common
32
stock, which was paid in cash in the second quarter of 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 June 30, 2026, our total share of consolidated, unconsolidated and other outstanding debt, excluding debt discounts and deferred financing costs, that has matured and remains outstanding in 2026 or is maturing during 2026, assuming all extension options are elected, is $441.9 million. Of the $441.9 million, $106.6 million relates to three property loans that are in receivership.
Cash Flows - Operating, Investing and Financing Activities
There was $202.6 million of cash, cash equivalents and restricted cash as of June 30, 2026, a decrease of $1.9 million from June 30, 2025. Of this amount, $101.3 million was unrestricted cash and cash equivalents as of June 30, 2026. Also, at June 30, 2026, we had $201.1 million in U.S. Treasuries with maturities through May 2027.
Our net cash flows are summarized as follows (in thousands):
|
|
Six Months Ended June 30, |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Net cash provided by operating activities |
|
$ |
133,188 |
|
|
$ |
99,947 |
|
|
$ |
33,241 |
|
Net cash provided by investing activities |
|
|
51,576 |
|
|
|
98,055 |
|
|
|
(46,479 |
) |
Net cash used in financing activities |
|
|
(135,096 |
) |
|
|
(147,310 |
) |
|
|
12,214 |
|
Net cash flows |
|
$ |
49,668 |
|
|
$ |
50,692 |
|
|
$ |
(1,024 |
) |
Cash Provided By Operating Activities
Cash provided by operating activities increased primarily due to several 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, real estate tax refunds received in the current-year period contributed to the increase. The increase was partially offset by property operating expenses due to higher property repair and maintenance expense, payroll and insurance related costs, as well as higher interest expense on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025.
Cash Provided By Investing Activities
Cash provided by investing activities decreased primarily due to 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. The decrease was partially offset by a higher amount of net redemptions of U.S. Treasury securities and distributions from unconsolidated affiliates during the current-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. The decrease was partially offset by an increase in debt issuance costs during the current-year period.
33
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 $2,533.5 million outstanding debt at June 30, 2026, $2,532.5 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):
June 30, 2026: |
|
Consolidated |
|
|
Noncontrolling |
|
|
Other Debt (1) |
|
|
Unconsolidated |
|
|
Total |
|
|
Weighted- |
|
|||||
Fixed-rate debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-recourse loans on operating properties |
|
$ |
1,050,833 |
|
|
$ |
(12,653 |
) |
|
$ |
106,636 |
|
|
$ |
315,643 |
|
|
$ |
1,460,459 |
|
|
5.59% |
|
2032 non-recourse bank loan |
|
|
367,956 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
367,956 |
|
|
7.70% |
(3) |
Non-recourse secured mall loan due 2031 |
|
|
423,853 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
423,853 |
|
|
7.40% |
|
Recourse loan on an operating property |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,012 |
|
|
|
1,012 |
|
|
7.26% |
|
Total fixed-rate debt |
|
|
1,842,642 |
|
|
|
(12,653 |
) |
|
|
106,636 |
|
|
|
316,655 |
|
|
|
2,253,280 |
|
|
6.27% |
|
Variable-rate debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-recourse loans on operating properties |
|
|
30,680 |
|
|
|
(10,738 |
) |
|
|
— |
|
|
|
9,190 |
|
|
|
29,132 |
|
|
6.94% |
|
2032 non-recourse bank loan |
|
|
75,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
75,000 |
|
|
7.72% |
(3) |
Non-recourse secured lifestyle centers loan due 2032 |
|
|
176,080 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
176,080 |
|
|
7.72% |
|
Total variable-rate debt |
|
|
281,760 |
|
|
|
(10,738 |
) |
|
|
— |
|
|
|
9,190 |
|
|
|
280,212 |
|
|
7.64% |
|
Total fixed-rate and variable-rate debt |
|
|
2,124,402 |
|
|
|
(23,391 |
) |
|
|
106,636 |
|
|
|
325,845 |
|
|
|
2,533,492 |
|
|
6.43% |
|
Unamortized deferred financing costs |
|
|
(29,708 |
) |
|
|
177 |
|
|
|
— |
|
|
|
(2,389 |
) |
|
|
(31,920 |
) |
|
|
|
Debt discounts (4) |
|
|
(60,683 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(60,683 |
) |
|
|
|
Total mortgage and other indebtedness, net |
|
$ |
2,034,011 |
|
|
$ |
(23,214 |
) |
|
$ |
106,636 |
|
|
$ |
323,456 |
|
|
$ |
2,440,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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 3.6 years and 2.6 years at June 30, 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 3.5 years and 3.2 years at June 30, 2026 and December 31, 2025, respectively.
As of June 30, 2026 and December 31, 2025, our total share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, represented 11.1% and 28.7%, respectively, of our total pro rata share of debt, excluding debt discounts and deferred financing costs.
34
See Note 8 to the condensed consolidated financial statements for information concerning activity related to unconsolidated affiliates.
Equity
We paid regular quarterly dividends of $0.45 per share for the first quarter of 2026 and $0.625 per share for the second quarter of 2026. Additionally, our board of directors declared a special dividend of $0.175 per share of common stock, which was paid in cash in the second quarter of 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 June 30, 2026, our board of directors declared a regular cash dividend of $0.625 per share for the quarter ending September 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 and six months ended June 30, 2026 compared to the same period in 2025 (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Tenant allowances (1) |
|
$ |
4,457 |
|
|
$ |
3,327 |
|
|
$ |
9,035 |
|
|
$ |
9,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Renovations |
|
|
29 |
|
|
|
— |
|
|
|
29 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Maintenance capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Parking area and parking area lighting |
|
|
3,018 |
|
|
|
2,059 |
|
|
|
3,370 |
|
|
|
3,056 |
|
Roof replacements |
|
|
1,010 |
|
|
|
1,604 |
|
|
|
1,086 |
|
|
|
2,880 |
|
Other capital expenditures |
|
|
8,602 |
|
|
|
5,060 |
|
|
|
14,067 |
|
|
|
8,975 |
|
Total maintenance capital expenditures |
|
|
12,630 |
|
|
|
8,723 |
|
|
|
18,523 |
|
|
|
14,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capitalized overhead |
|
|
220 |
|
|
|
214 |
|
|
|
591 |
|
|
|
594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capitalized interest |
|
|
111 |
|
|
|
137 |
|
|
|
233 |
|
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures |
|
$ |
17,447 |
|
|
$ |
12,401 |
|
|
$ |
28,411 |
|
|
$ |
25,625 |
|
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 June 30, 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:
35
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 six months ended June 30, 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
36
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 and six months ended June 30, 2026 and 2025 is as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income attributable to common shareholders |
|
$ |
45,358 |
|
|
$ |
2,567 |
|
|
$ |
90,761 |
|
|
$ |
10,779 |
|
Noncontrolling interest in income of Operating Partnership |
|
|
8 |
|
|
|
2 |
|
|
|
16 |
|
|
|
8 |
|
Earnings allocable to unvested restricted stock |
|
|
(347 |
) |
|
|
(524 |
) |
|
|
(1,239 |
) |
|
|
(493 |
) |
Depreciation and amortization expense of: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated properties |
|
|
36,283 |
|
|
|
39,702 |
|
|
|
74,381 |
|
|
|
85,243 |
|
Unconsolidated affiliates |
|
|
3,111 |
|
|
|
3,256 |
|
|
|
6,255 |
|
|
|
6,688 |
|
Non-real estate assets |
|
|
(227 |
) |
|
|
(247 |
) |
|
|
(440 |
) |
|
|
(494 |
) |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries |
|
|
(322 |
) |
|
|
(379 |
) |
|
|
(675 |
) |
|
|
(805 |
) |
Loss on impairment, including our share of unconsolidated affiliates, net of taxes |
|
|
— |
|
|
|
1,078 |
|
|
|
— |
|
|
|
1,078 |
|
Gain on depreciable property, net of taxes |
|
|
(24,013 |
) |
|
|
— |
|
|
|
(24,013 |
) |
|
|
(21,706 |
) |
FFO allocable to Operating Partnership common unitholders |
|
|
59,851 |
|
|
|
45,455 |
|
|
|
145,046 |
|
|
|
80,298 |
|
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1) |
|
|
5,143 |
|
|
|
9,197 |
|
|
|
10,822 |
|
|
|
18,404 |
|
Adjustment for unconsolidated affiliates with negative investment (2) |
|
|
(1,781 |
) |
|
|
2,102 |
|
|
|
(4,665 |
) |
|
|
3,636 |
|
Non-cash default interest expense (3) |
|
|
1,042 |
|
|
|
517 |
|
|
|
1,589 |
|
|
|
880 |
|
Gain on deconsolidation (4) |
|
|
(5,925 |
) |
|
|
— |
|
|
|
(41,259 |
) |
|
|
— |
|
Loss on extinguishment of debt (5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
217 |
|
FFO allocable to Operating Partnership common unitholders, as adjusted |
|
$ |
58,330 |
|
|
$ |
57,271 |
|
|
$ |
111,533 |
|
|
$ |
103,435 |
|
The increase in FFO, as adjusted, for the three and six months ended June 30, 2026 was primarily driven by the acquisition of four malls in July 2025 and one mall in March 2026. Also, real estate tax refunds received and lower stock-based compensation expense in the current-year periods as compared to the prior-year periods contributed to the increase. The increase was partially offset by higher property operating expenses primarily due to property repair and maintenance expense, payroll and insurance related costs, as well as an unfavorable variance in the estimate for uncollectable revenues during the current-year periods as compared to the prior-year periods. Additionally, the increase was partially offset by higher interest expense on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025. Lastly, the increase was partially offset by dispositions since the prior-year periods.
37
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates. Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.
Interest Rate Risk
As discussed in greater detail in Note 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, the Company uses interest rate swaps to manage its interest rate risk. Based on our proportionate share of consolidated and unconsolidated variable-rate debt at June 30, 2026, a 0.5% increase or decrease in interest rates on variable-rate debt would increase or decrease annual interest expense by approximately $1.4 million.
Based on our proportionate share of total consolidated, unconsolidated and other debt at June 30, 2026, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $30.8 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $31.5 million.
ITEM 4: Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. The Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and to ensure that information we are required to disclose is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
38
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
The information in this Item 1 is incorporated by reference herein from Note 12.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations that are discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to such risk factors since the filing of our Annual Report.
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
ITEM 3: Defaults Upon Senior Securities
Not applicable.
ITEM 4: Mine Safety Disclosures
Not applicable.
ITEM 5: Other Information
During the quarterly period ended June 30, 2026,
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ITEM 6: Exhibits
INDEX TO EXHIBITS
Exhibit Number |
|
Description |
31.1 |
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. |
31.2 |
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. |
32.1 |
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. |
32.2 |
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. |
101.INS |
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.) |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.) |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.) |
40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
CBL & ASSOCIATES PROPERTIES, INC. |
|
|
Date: August 7, 2026 |
/s/ Benjamin W. Jaenicke |
|
Benjamin W. Jaenicke |
|
Executive Vice President - |
|
Chief Financial Officer and Treasurer |
|
(Authorized Officer and Principal Financial Officer) |
41