CBL & Associates Properties Reports Third Quarter 2007 Results

CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the third quarter ended September 30, 2007. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release. Net income available to common shareholders for the third quarter ended September 30, 2007, was $17,087,000 or $0.26 per diluted share compared with $14,337,000 or $0.22 per diluted share for the prior-year period. Net income available to common shareholders for the nine months ended September 30, 2007, was $45,954,000 or $0.70 per diluted share compared with $55,878,000 or $0.86 per diluted share for the nine months ended September 30, 2006. Net income for the nine months ended September 30, 2007, declined by $9,924,000 primarily due to the non-cash income tax provision, higher interest expense and the write off of direct issuance costs related to the redemption of the Company’s 8.75% Series B Perpetual Preferred Stock on June 28, 2007. Funds from operations ("FFO”) allocable to common shareholders was $49,696,000 for the third quarter ended September 30, 2007, compared with $50,914,000 for the third quarter ended September 30, 2006. FFO per share on a diluted, fully converted basis was $0.76 for the third quarter ended September 30, 2007, compared with $0.78 in the prior-year period. FFO allocable to common shareholders for the quarter ended September 30, 2007, declined $1,218,000 from the prior year period primarily due to the non-cash income tax provision and adjustments to the depreciable lives of certain acquired assets that resulted in an increase in the net amortization of above and below market leases in the quarter ended September 30, 2006. FFO allocable to common shareholders for the nine months ended September 30, 2007, was $149,094,000 compared with $152,603,000 for the nine months ended September 30, 2006. FFO per share on a diluted, fully converted basis was $2.27 for the nine months ended September 30, 2007, compared with $2.37 in the prior-year period. FFO allocable to common shareholders for the nine months ended September 30, 2007, declined $3,509,000 from the prior year period primarily due to the non-cash income tax provision, increases in the net amortization of above and below market leases in the quarter ended September 30, 2006, and the write-off of direct issuance costs related to the redemption of the Company’s 8.75% Series B Perpetual Preferred Stock on June 28, 2007. FFO of the operating partnership for the third quarter ended September 30, 2007, was $88,208,000 compared with $91,654,000 for the third quarter ended September 30, 2006. FFO of the operating partnership for the nine months ended September 30, 2007, was $264,914,000 compared with $276,756,000 for the nine months ended September 30, 2006. HIGHLIGHTS Total revenues increased 2.5% in the third quarter ended September 30, 2007, to $251,223,000 from $245,043,000 in the prior-year period. Total revenues increased 3.1% in the nine months ended September 30, 2007, to $746,887,000 from $724,230,000 in the comparable period a year ago. Same-center net operating income ("NOI”) for the portfolio increased 3.9% for the third quarter ended September 30, 2007, over the prior-year period excluding lease termination fees. Same-center NOI for the third quarter ended September 30, 2007, increased by 0.9% compared with a negligible increase for the prior-year period. Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls for the nine months ended September 30, 2007, increased 1.2% compared with a 4.5% increase for the prior-year period. Sales for the rolling twelve months ended September 30, 2007, increased 1.5% to $345 per square foot from $340 per square foot in the prior year period. The debt-to-total-market capitalization ratio as of September 30, 2007, was 54.3% based on the common stock closing price of $35.05 and a fully converted common stock share count of 116,348,000 shares as of the same date. The debt-to-total-market capitalization ratio as of September 30, 2006, was 46.9% based on the common stock closing price of $41.91 and a fully converted common stock share count of 116,137,000 shares as of the same date. Consolidated and unconsolidated variable rate debt of $1,044,528 represents 10.9% of the total market capitalization for the Company and 20.1% of the Company's share of total consolidated and unconsolidated debt. CBL's Chairman and Chief Executive Officer, Charles B. Lebovitz, said, "This quarter, we were pleased to achieve same center NOI growth of 3.9%, excluding lease termination fees, representing the true growth that is occurring within our portfolio. We are improving occupancy at the malls and continuing to increase spreads on both new and renewal leasing, which has totaled nearly 4.5 million square feet year-to-date. Leasing at our new developments is exceeding our targets with strong interest and commitments by retailers. "The momentum we have built through the year with our acquisition program and development pipeline is positioning us for an active year in 2008 and an even bigger year in 2009. We announced three new lifestyle and community center developments in the past two weeks totaling over 1.3 million square feet. We also announced an expansion of our international presence with a partnership to develop shopping centers in Brazil. With more than $460 million of projects under construction and a shadow pipeline that is growing for 2008 and beyond, we are optimistic about the growth prospects of our Company going forward.” PORTFOLIO OCCUPANCY   September 30, 2007   2006 Portfolio occupancy 92.4% 92.6% Mall portfolio 92.8% 92.3% Stabilized malls 93.2% 92.4% Non-stabilized malls 85.5% 90.7% Associated centers 92.0% 94.9% Community centers 85.5% 88.3% DIVIDEND INCREASE Today, CBL’s Board of Directors approved a 7.9% increase in the regular quarterly cash dividend for the Company's Common Stock to $0.545 per share for the quarter ending December 31, 2007. The dividend is payable on January 15, 2008, to shareholders of record as of December 28, 2007. The quarterly cash dividend equates to an annual dividend of $2.18 per share compared with the previous annual dividend of $2.02 per share. This increase represents CBL’s fifteenth consecutive annual dividend increase and CBL’s 59th consecutive regular dividend. SHARE REPURCHASE PROGRAM During the third quarter, the Company repurchased 148,500 shares of its common stock at an average price of $34.78 per share. OTHER SIGNIFICANT EVENTS Subsequent to the quarter end, CBL announced that it has closed on two separate transactions with The Westfield Group involving four St. Louis area regional malls valued at an aggregate $1.03 billion. In the first transaction, CBL gained economic control of three malls including West County Center, Des Peres, MO, South County Center, Mehlville, MO, and Mid-Rivers Mall, St. Peters, MO. In the second transaction, CBL acquired Chesterfield Mall located in Chesterfield, MO from The Westfield Group. CBL will be responsible for all management, leasing and future development at the four centers. CBL announced last week that it had agreed to partner with Tenco Realty, a retail owner, operator, and developer based in Belo Horizonte, Brazil ("Tenco”). As part of the agreement, CBL and Tenco will partner in the development of shopping center properties in Brazil. CBL will invest a total of approximately $15.3 million (US) to acquire a 60.0% interest in a new retail development in Macaé, Brazil. The 220,000 square foot project, Plaza Macaé, is currently under construction with a grand opening scheduled for fall 2008. Tenco will develop and manage the center. Cash flows will be distributed on a pari passu basis between the partners. In addition, CBL will have the opportunity to purchase a minimum 51.0% interest in any future Tenco Realty developments. OUTLOOK AND GUIDANCE Based on today's outlook and the Company's third quarter results the Company is providing guidance for 2007 FFO in the range of $3.35 to $3.41 per share. The full year guidance assumes same-center NOI growth in the range of 1.5 to 2.5%, excluding lease termination fees, or 0.0% to 1.0%, including lease termination fees, and excludes the impact of any future acquisitions. The Company expects to update its annual guidance after each quarter's results. Low   High Expected diluted earnings per common share $ 1.19 $ 1.25 Adjust to fully converted shares from common shares   (0.52 )   (0.54 ) Expected earnings per diluted, fully converted common share 0.67 0.71 Add: depreciation and amortization 2.18 2.18 Less: gain on disposal of discontinued operations (0.03 ) (0.03 ) Add: minority interest in earnings of Operating Partnership   0.53     0.55     Expected FFO per diluted, fully converted common share $ 3.35   $ 3.41   INVESTOR CONFERENCE CALL AND SIMULCAST CBL & Associates Properties, Inc. will conduct a conference call at 10:00 a.m. ET on Wednesday, November 7, 2007, to discuss the third quarter results. The number to call for this interactive teleconference is 913-981-5546. A seven-day replay of the conference call will be available by dialing 719-457-0820 and entering the passcode 9208463. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call. To receive the CBL & Associates Properties, Inc., third quarter earnings release and supplemental information please visit our website at http://cblproperties.com or contact Investor Relations at 423-490-8292. The Company will also provide an online Web simulcast and rebroadcast of its 2007 third quarter and annual earnings release conference call. The live broadcast of CBL's quarterly conference call will be available online at the Company's Web site at http://cblproperties.com, as well as www.streetevents.com and www.earnings.com, on November 7, 2007, beginning at 10:00 a.m. ET. The online replay will follow shortly after the call and continue through November 14, 2007. CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 136 properties, including 83 regional malls/open-air centers. The properties are located in 27 states and total 80.0 million square feet including 1.8 million square feet of non-owned shopping centers managed for third parties. CBL currently has fourteen projects under construction totaling 2.9 million square feet including Pearland Town Center in Houston (Pearland), TX; Settlers Ridge in Pittsburgh, PA; CBL Center II in Chattanooga, TN; two lifestyle/associated centers, and nine mall expansions/redevelopments. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas, TX and St. Louis, MO. Additional information can be found at cblproperties.com. NON-GAAP FINANCIAL MEASURES Funds From Operations FFO is a widely used measure of the operating performance of real estate companies that supplements net income determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT”) defines FFO as net income (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. The Company defines FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. The Company believes that FFO provides an additional indicator of the operating performance of its 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 well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure. The Company presents both FFO of its operating partnership and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO of its operating partnership is a useful performance measure since it conducts substantially all of its business through its operating partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the minority interest in the operating partnership. The Company believes FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to common shareholders. In the reconciliation of net income available to common shareholders to FFO allocable to common shareholders, the Company makes an adjustment to add back minority interest in earnings of its operating partnership in order to arrive at FFO of its operating partnership. The Company then applies a percentage to FFO of its operating partnership to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period. FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity. Same-Center Net Operating Income Net operating income ("NOI”) is a supplemental measure of the operating performance of the Company’s shopping centers. The Company defines NOI as operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). Similar to FFO, the Company computes NOI based on its pro rata share of both consolidated and unconsolidated properties. The Company’s definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies. A reconciliation of same-center NOI to net income is located at the end of this earnings release. Since NOI includes only those revenues and expenses related to the operations of its shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company’s results of operations. Additionally, there are instances when tenants terminate their leases prior to the scheduled expiration date and pay the Company one-time, lump-sum termination fees. These one-time lease termination fees may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center properties. Therefore, the Company believes that presenting same-center NOI, excluding lease termination fees, is useful to investors. Pro Rata Share of Debt The Company presents debt based on its pro rata ownership share (including the Company’s pro rata share of unconsolidated affiliates and excluding minority investors’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s consolidated balance sheet is located at the end of this earnings release. Information included herein contains "forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference therein, for a discussion of such risks and uncertainties. CBL & Associates Properties, Inc. Consolidated Statements of Operations (Unaudited; in thousands, except per share amounts)         Three Months Ended September 30,   Nine Months Ended September 30, 2007 2006 2007 2006 REVENUES: Minimum rents $ 155,815 $ 155,095 $ 465,223 $ 454,661 Percentage rents 3,506 3,447 11,840 11,554 Other rents 3,580 3,041 11,942 10,438 Tenant reimbursements 83,095 76,601 235,810 226,536 Management, development and leasing fees 1,390 1,182 6,565 3,945 Other 3,837   5,677   15,507   17,096   Total revenues 251,223   245,043   746,887   724,230     EXPENSES: Property operating 42,081 40,964 123,997 117,914 Depreciation and amortization 58,893 62,142 176,067 170,546 Real estate taxes 24,527 20,098 65,039 59,548 Maintenance and repairs 12,544 13,715 41,856 39,716 General and administrative 8,305 9,402 29,072 28,051 Loss on impairment of real estate assets - - - 274 Other 3,647   5,127   12,088   13,815   Total expenses 149,997   151,448   448,119   429,864   Income from operations 101,226 93,595 298,768 294,366 Interest and other income 1,990 2,009 7,618 5,687 Interest expense (72,790 ) (63,884 ) (207,730 ) (191,474 ) Loss on extinguishment of debt - (935 ) (227 ) (935 ) Gain on sales of real estate assets 4,337 3,901 10,565 6,831 Equity in earnings of unconsolidated affiliates 1,086 621 2,768 3,807 Income tax provision (2,609 ) - (4,360 ) - Minority interest in earnings: Operating partnership (13,288 ) (12,075 ) (35,886 ) (47,930 ) Shopping center properties (2,121 ) (1,402 ) (6,418 ) (2,663 ) Income from continuing operations 17,831 21,830 65,098 67,689 Operating income from discontinued operations 754 147 1,274 3,898 Gain on disposal of discontinued operations 3,957   2   3,902   7,217   Net income 22,542 21,979 70,274 78,804 Preferred dividends (5,455 ) (7,642 ) (24,320 ) (22,926 ) Net income available to common shareholders $ 17,087   $ 14,337   $ 45,954   $ 55,878   Basic per share data: Income from continuing operations, net of preferred dividends $ 0.19 $ 0.22 $ 0.63 $ 0.70 Discontinued operations 0.07   -   0.07   0.18   Net income available to common shareholders $ 0.26   $ 0.22   $ 0.70   $ 0.88   Weighted average common shares outstanding 65,343 64,174 65,233 63,616   Diluted per share data: Income from continuing operations, net of preferred dividends $ 0.19 $ 0.22 $ 0.62 $ 0.69 Discontinued operations 0.07   -   0.08   0.17   Net income available to common shareholders $ 0.26   $ 0.22   $ 0.70   $ 0.86     Weighted average common and potential dilutive common shares outstanding 65,876 65,496 65,900 65,086 The Company's calculation of FFO allocable to Company shareholders is as follows (in thousands, except per share data):         Three Months Ended September 30,   Nine Months Ended September 30, 2007 2006 2007 2006   Net income available to common shareholders $ 17,087 $ 14,337 $ 45,954 $ 55,878 Minority interest in earnings of operating partnership 13,288 12,075 35,886 47,930 Depreciation and amortization expense of: Consolidated properties 58,893 62,142 176,067 170,546 Unconsolidated affiliates 3,425 3,377 10,550 10,020 Discontinued operations - 462 859 1,810 Non-real estate assets (228 ) (218 ) (690 ) (623 ) Minority investors' share of depreciation and amortization (300 ) (568 ) 190 (1,675 ) (Gain) loss on: Sales of operating real estate assets - 49 - 87 Disposal of discontinued operations (3,957 ) (2 ) (3,902 ) (7,217 ) Funds from operations of the operating partnership $ 88,208   $ 91,654   $ 264,914   $ 276,756     Funds from operations per diluted share $ 0.76   $ 0.78   $ 2.27   $ 2.37   Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted 116,513 116,856 116,583 116,840   Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:   Funds from operations of the operating partnership $ 88,208 $ 91,654   $ 264,914 $ 276,756 Percentage allocable to Company shareholders(1) 56.34 % 55.55 % 56.28 % 55.14 % Funds from operations allocable to Company shareholders $ 49,696   $ 50,914   $ 149,094   $ 152,603     (1) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period. See the reconciliation of shares and operation partnership units outstanding on page 9.     SUPPLEMENTAL FFO INFORMATION:   Lease termination fees $ 157 $ 4,945 $ 5,795 $ 13,239 Lease termination fees per share $ - $ 0.04 $ 0.05 $ 0.11   Straight-line rental income $ 1,364 $ 1,767 $ 3,748 $ 3,986 Straight-line rental income per share $ 0.01 $ 0.02 $ 0.03 $ 0.03   Gains on outparcel sales $ 4,011 $ 3,625 $ 11,051 $ 8,133 Gains on outparcel sales per share $ 0.03 $ 0.03 $ 0.09 $ 0.07   Amortization of acquired above- and below-market leases $ 2,588 $ 4,815 $ 8,280 $ 9,730 Amortization of acquired above- and below-market leases per share $ 0.02 $ 0.04 $ 0.07 $ 0.08   Amortization of debt premiums $ 1,949 $ 1,889 $ 5,779 $ 5,599 Amortization of debt premiums per share $ 0.02 $ 0.02 $ 0.05 $ 0.05   Income tax provision $ (2,609 ) $ - $ (4,360 ) $ - Income tax provision per share $ (0.02 ) $ - $ (0.04 ) $ - Same-Center Net Operating Income (Dollars in thousands)         Three Months Ended September 30,   Nine Months Ended September 30, 2007 2006 2007 2006   Net income $ 22,542 $ 21,979 $ 70,274 $ 78,804   Adjustments: Depreciation and amortization 58,893 62,142 176,067 170,546 Depreciation and amortization from unconsolidated affiliates 3,425 3,377 10,550 10,020 Depreciation and amortization from discontinued operations - 462 859 1,810 Minority investors' share of depreciation and amortization in shopping center properties (300 ) (568 ) 190 (1,675 ) Interest expense 72,790 63,884 207,730 191,474 Interest expense from unconsolidated affiliates 4,178 4,485 12,576 13,154 Minority investors' share of interest expense in shopping center properties (472 ) (1,276 ) (365 ) (3,627 ) Loss on extinguishment of debt - 935 227 935 Abandoned projects expense 356 359 955 294 Gain on sales of real estate assets (4,337 ) (3,901 ) (10,565 ) (6,831 ) Loss on impairment of real estate assets - - - 274 Gain on sales of real estate assets of unconsolidated affiliates (295 ) (795 ) (1,218 ) (2,302 ) Minority investors' share of gain on sales of real estate assets 621 - 621 - Income tax provision 2,609 - 4,360 - Minority interest in earnings of operating partnership 13,288 12,075 35,886 47,930 Gain on disposal of discontinued operations (3,957 ) (2 ) (3,902 ) (7,217 ) Operating partnership's share of total NOI 169,341 163,156 504,245 493,589 General and administrative expenses 8,305 9,402 29,072 28,051 Management fees and non-property level revenues (5,665 ) (4,114 ) (22,580 ) (14,412 ) Operating partnership's share of property NOI 171,981 168,444 510,737 507,228 NOI of non-comparable centers (3,639 ) (1,657 ) (9,039 ) (7,588 ) Total same-center NOI $ 168,342   $ 166,787   $ 501,698   $ 499,640     Malls $ 154,288 $ 155,332 $ 464,335 $ 464,462 Associated centers 7,372 7,718 21,888 22,246 Community centers 1,271 843 3,321 2,965 Other 5,411   2,894   12,154   9,967   Total same-center NOI 168,342 166,787 501,698 499,640 Less lease termination fees (157 ) (4,945 ) (5,795 ) (13,239 ) Total same-center NOI, excluding lease termination fees $ 168,185   $ 161,842   $ 495,903   $ 486,401     Percentage Change: Malls -0.7 % 0.0 % Associated centers -4.5 % -1.6 % Community centers 50.8 % 12.0 % Other 87.0 % 21.9 % Total same-center NOI 0.9 % 0.4 % Total same-center NOI, excluding lease termination fees 3.9 % 2.0 % Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)         September 30, 2007 Fixed Rate   Variable Rate   Total Consolidated debt $ 4,049,524 $ 1,002,742 $ 5,052,266 Minority investors' share of consolidated debt (119,797 ) (288 ) (120,085 ) Company's share of unconsolidated affiliates' debt 219,032   42,074   261,106   Company's share of consolidated and unconsolidated debt $ 4,148,759   $ 1,044,528   $ 5,193,287   Weighted average interest rate 5.92 % 6.33 % 6.00 %   September 30, 2006 Fixed Rate Variable Rate Total Consolidated debt $ 3,488,207 $ 976,209 $ 4,464,416 Minority investors' share of consolidated debt (56,862 ) - (56,862 ) Company's share of unconsolidated affiliates' debt 217,585   26,600   244,185   Company's share of consolidated and unconsolidated debt $ 3,648,930   $ 1,002,809   $ 4,651,739   Weighted average interest rate 5.97 % 6.26 % 6.03 %     Debt-To-Total-Market Capitalization Ratio as of September 30, 2007 (In thousands, except stock price) Shares Outstanding Stock Price(1) Value Common stock and operating partnership units 116,348 $ 35.05 $ 4,077,997 7.75% Series C Cumulative Redeemable Preferred Stock 460 250.00 115,000 7.375% Series D Cumulative Redeemable Preferred Stock 700 250.00 175,000   Total market equity 4,367,997 Company's share of total debt 5,193,287   Total market capitalization $ 9,561,284   Debt-to-total-market capitalization ratio 54.3 %   (1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 28, 2007. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock. Reconciliation of Shares and Operating Partnership Units Outstanding (In thousands)       Three Months Ended   Nine Months Ended September 30, September 30, 2007: Basic   Diluted Basic   Diluted Weighted average shares - EPS 65,343 65,876 65,233 65,900 Weighted average operating partnership units 50,637   50,637   50,683   50,683   Weighted average shares- FFO 115,980   116,513   115,916   116,583     2006: Weighted average shares - EPS 64,174 65,496 63,616 65,086 Weighted average operating partnership units 51,360   51,360   51,755   51,754   Weighted average shares- FFO 115,534   116,856   115,371   116,840       Dividend Payout Ratio Three Months Ended Nine Months Ended September 30, September 30, 2007 2006 2007 2006 Weighted average dividend per share $ 0.51031 $ 0.46387 $ 1.53225 $ 1.39164 FFO per diluted, fully converted share $ 0.76   $ 0.78   $ 2.27   $ 2.37   Dividend payout ratio 67.1 % 59.5 % 67.5 % 58.7 % Consolidated Balance Sheets (Unaudited, in thousands except share data)         September 30, 2007   December 31, 2006   ASSETS Real estate assets: Land $ 828,905 $ 779,727 Buildings and improvements 6,239,802   5,944,476   7,068,707 6,724,203 Less: accumulated depreciation (1,053,459 ) (924,297 ) 6,015,248 5,799,906 Developments in progress 271,331   294,345   Net investment in real estate assets 6,286,579 6,094,251 Cash and cash equivalents 48,880 28,700 Cash in Escrow 33,202 - Receivables: Tenant, net of allowance 70,121 71,573 Other 13,734 9,656 Mortgage notes receivable 34,851 21,559 Investments in unconsolidated affiliates 99,212 78,826 Intangible lease assets and other assets 228,417   214,245   $ 6,814,996   $ 6,518,810   LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage and other notes payable $ 5,052,266 $ 4,564,535 Accounts payable and accrued liabilities 324,711   309,969   Total liabilities 5,376,977   4,874,504   Commitments and contingencies Minority interests 505,104   559,450   Shareholders' equity: Preferred Stock, $.01 par value, 15,000,000 shares authorized: 8.75% Series B Cumulative Redeemable Preferred Stock, 2,000,000 shares outstanding   - 20 7.75% Series C Cumulative Redeemable Preferred Stock, 460,000 shares outstanding   5 5 7.375% Series D Cumulative Redeemable Preferred Stock, 700,000 shares outstanding   7 7 Common Stock, $.01 par value, 180,000,000 shares authorized, 65,710,828 and 65,421,311 issued and outstanding in 2007 and 2006, respectively   657 654 Additional paid-in capital 984,323 1,074,450 Accumulated other comprehensive (loss) income (4,707 ) 19 (Accumulated deficit) retained earnings (47,370 ) 9,701   Total shareholders' equity 932,915   1,084,856   $ 6,814,996   $ 6,518,810