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CBL & Associates Properties Reports Third Quarter 2015 Results

October 28, 2015 4:15 PM

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL & Associates Properties, Inc. (NYSE: CBL):

CBL & Associates Properties, Inc. (NYSE: CBL) announced results for the third quarter ended September 30, 2015. 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.

Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2015 2014 2015 2014
Funds from Operations ("FFO") per diluted share $ 0.56 $ 0.63 $ 1.70 $ 1.91
FFO, as adjusted, per diluted share (1) $ 0.56 $ 0.55 $ 1.61 $ 1.61
(1) FFO, as adjusted, for the three months ended September 30, 2015 excludes $0.3 million of expense related to a litigation settlement. FFO, as adjusted, for the nine months ended September 30, 2015 excludes a partial litigation settlement, net of related expenses, of $1.3 million, $16.6 million gain on investment related to the sale of marketable securities and a $0.3 million gain on extinguishment of debt. FFO, as adjusted, for the three months ended September 30, 2014 excludes $16.8 million of gain on extinguishment of debt, net of non-cash default interest expense, related to the conveyance of Chapel Hill Mall to the lender. FFO, as adjusted, for the nine months ended September 30, 2014 excludes a partial litigation settlement of $0.8 million and a net gain on extinguishment of debt of $59.4 million primarily related to the foreclosure of Citadel Mall and conveyance of Chapel Hill Mall to the respective lenders.

CBL's President and Chief Executive Officer Stephen Lebovitz commented, "Recent key financing transactions, including recasting our unsecured credit facilities, entering into a new unsecured term loan and refinancing two secured loans, have substantially reduced our cost of borrowing and extended our maturity schedule. Improving our balance sheet remains a key strategic priority for us.

"Based on operational performance during the quarter, we are on track to achieve the mid-to-high end of our FFO guidance and the low-end of our same-center NOI range. Occupancy improved notably during the quarter as we took advantage of the strong retail demand for our malls. While vacancies resulting from bankruptcies earlier in the year have created challenges in 2015, our releasing progress positions us well for growth in 2016 and beyond. Strong sales growth also continued this quarter, and we expect a favorable holiday season for our retailers and our properties."

FFO allocable to common shareholders, as adjusted, for the third quarter 2015 was $95.0 million, or $0.56 per diluted share, compared with $93.0 million, or $0.55 per diluted share, for the third quarter 2014. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the third quarter 2015 was $111.3 million compared with $109.1 million for the third quarter 2014.

Net income attributable to common shareholders for the third quarter 2015 was $26.3 million, or $0.15 per diluted share, compared with net income of $38.1 million, or $0.22 per diluted share, for the third quarter 2014. The decline in net income is primarily a result of the $18.3 million gain on extinguishment of debt recorded in the third quarter 2014.

Percentage change in same-center Net Operating Income ("NOI")(1):

Three MonthsEnded September 30, 2015
Portfolio same-center NOI 0.0%
Mall same-center NOI (0.8)%
(1) CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents and net amortization of acquired above and below market leases. NOI is for real estate properties and excludes the Company's subsidiary that provides maintenance, janitorial and security services.

MAJOR VARIANCES IMPACTING SAME-CENTER NOI RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2015

PORTFOLIO OPERATIONAL RESULTS

Occupancy:

As of September 30,
2015 2014
Portfolio occupancy 92.4% 93.7%
Mall portfolio 91.7% 93.5%
Same-center stabilized malls 91.6% 93.4%
Stabilized malls 91.6% 93.3%
Non-stabilized malls (1) 95.0% 97.4%
Associated centers 93.8% 93.7%
Community centers 96.6% 97.6%
(1) Represents occupancy for Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of September 30, 2015. Represents The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Oklahoma City and The Outlet Shoppes at Atlanta as of September 30, 2014.

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:

% Change in Average Gross Rent Per Square Foot

Three Months EndedSeptember 30, 2015

Stabilized Malls 11.1%
New leases 24.9%
Renewal leases 6.1%

Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:

Twelve Months Ended September 30,
2015 2014 % Change
Stabilized mall same-center sales per square foot $ 371 $ 356 4.2%

DEVELOPMENT

On October 15, 2015, CBL and its joint venture partner, Stirling Properties, celebrated the Grand Opening of Phase II of Fremaux Town Center in Slidell, Louisiana. This second phase adds 283,000 square feet to the existing shopping center and is anchored by Dillard's, which joins existing anchors Dick's Sporting Goods, Kohl's, Michael's and TJMaxx. The 633,000-square-foot shopping center also features retail shops including ULTA, Victoria's Secret, LOFT, Forever 21 RED, Francesca's and Zales. Fremaux Town Center is located on more than 80 acres at the southwest corner of Interstate 10 and Fremaux Avenue in Slidell. With its interstate location, high-visibility and superior stores, Fremaux Town Center is the dominant retail destination in the market.

SHARE REPURCHASE PROGRAM

As of September 30, 2015, CBL had not repurchased any shares of common stock under its $200 million share repurchase authorization.

FINANCINGS

In October, CBL announced the extension and modification of its three credit facilities, providing total availability of $1.1 billion including one $100 million and two $500 million unsecured credit facilities. Outstanding balances on all three lines of credit will bear interest at a rate equal to LIBOR plus 120 basis points, based on the Company's current credit ratings. The reduction in interest rate spread from the previous rate represents a 20 basis point improvement for the facilities. In addition, the annual facility fee for the aggregate $1.1 billion lines of credit was reduced by 5 basis points to 25 basis points, based on the Company's current credit ratings.

The maturity date of the first $500 million facility was extended through October 2019, with an option to extend to October 2020. The maturity date of the second $500 million facility was extended to October 2020. The maturity date of the $100 million facility was extended to October 2019, with an option to extend to October 2020.

CBL also entered into a new $350 million unsecured term loan, maturing in October 2017, with two one-year extension options for a final maturity of October 2019. The term loan bears interest at LIBOR plus 135 basis points, based on the Company's current credit ratings.

CBL recently announced that it had completed $314.5 million of new secured non-recourse financings at a weighted average interest rate of 4.07%, representing a 178 basis point improvement compared with the interest rate borne by the maturing loans.

In October 2015, CBL entered into a new $276.0 million ($138.0 million at CBL's share) loan secured by Oak Park Mall, its super-regional shopping center in Kansas City (Overland Park), KS, owned in a 50/50 joint venture. The new 10-year non-recourse loan bears interest at a fixed interest rate of 3.97%. Proceeds from the loan were primarily used to repay the $275.7 million maturing loan, which bore an interest rate of 5.85% and had a December 2015 maturity.

In September 2015, CBL entered into a new $38.5 million ($19.2 million at CBL's share) loan secured by The Outlet Shoppes at Gettysburg, its outlet center located in Gettysburg, PA, owned in a 50/50 joint venture. The new 10-year non-recourse loan bears interest at a fixed interest rate of 4.804%. Proceeds from the loan were used to repay a $38.3 million maturing loan, which bore an interest rate of 5.87% and had a maturity date of February 2016.

Gulf Coast Town Center in Fort Myers, FL (owned in a 50/50 joint venture) was placed into receivership during the quarter. Foreclosure proceedings have commenced, and it is possible foreclosure will occur prior to year-end.

CBL is in discussions with the lender to potentially restructure the existing $27.8 million non-recourse loan secured by Hickory Point Mall in Forsyth, IL.

CBL and its prospective joint venture partner have entered into discussions with the lender to potentially restructure the existing non-recourse $171.8 million loan secured by Triangle Town Center and Triangle Town Place in Raleigh, NC (owned in a 50/50 joint venture). If successful in restructuring the loan, CBL expects to enter into a new 10/90 joint venture with the institutional partner.

OUTLOOK AND GUIDANCE

Based on its current outlook, the Company is reiterating guidance for FFO, as adjusted, in the range of $2.25 - $2.32 per diluted share. CBL anticipates achieving same-center NOI growth near the low-end of its previously issued range of 0 - 2% in 2015.

The guidance also assumes the following:

Low High
Expected diluted earnings per common share $ 0.81 $ 0.88
Adjust to fully converted shares from common shares (0.12 ) (0.13 )
Expected earnings per diluted, fully converted common share 0.69 0.75
Add: depreciation and amortization 1.58 1.58
Less: Gain on operating properties, net of taxes (0.06 ) (0.06 )
Add: Loss on impairment 0.01 0.01
Add: noncontrolling interest in earnings of Operating Partnership 0.12 0.13
Expected FFO per diluted, fully converted common share 2.34 2.41
Adjustment for gain on investment (0.08 ) (0.08 )
Adjustment for litigation settlement, net of related expenses (0.01 ) (0.01 )
Expected adjusted FFO per diluted, fully converted common share $ 2.25 $ 2.32

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call on Thursday, October 29, 2015, at 11:00 a.m. ET. The number to call for this interactive teleconference is (888) 317-6003 or (412) 317-6061 and entering the confirmation number, 7305997. A replay of the conference call will be available through November 5, 2015, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number, 10071247. 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 the Investing section of our website at cblproperties.com or contact Investor Relations at 423-490-8312.

The Company will also provide an online webcast and rebroadcast of its 2015 third quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Thursday, October 29, 2015 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.

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 148 properties, including 91 regional malls/open-air centers. The properties are located in 30 states and total 84.8 million square feet including 7.1 million square feet of non-owned shopping centers managed for third parties. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), 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 (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 less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company's method of calculating FFO 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 allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders 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 noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.

In the reconciliation of net income attributable to the Company's common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its 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 (loss) for purposes of evaluating the Company's operating performance or to cash flow as a measure of liquidity.

As described above, during the third quarter 2015, the Company recognized $0.3 million of expense related to a litigation settlement. Additionally, during the nine months ended September 30, 2015, the Company recognized a $16.6 million gain on investment related to the sale of marketable securities, a $0.3 million gain on extinguishment of debt and received income of $1.3 million, net of related expense, as a partial settlement of ongoing litigation. During third quarter 2014, the Company recognized an $18.3 million gain on extinguishment of debt and $1.5 million of non-cash default interest expense in connection with the conveyance of Chapel Hill Mall to the lender. During the nine months ended September 30, 2014, the Company recognized a partial litigation settlement of $0.8 million and a net gain on extinguishment of debt of $59.4 million primarily related to the foreclosure of Citadel Mall and conveyance of Chapel Hill Mall to their respective lenders in the first and third quarters of 2014, respectively. Considering the significance and nature of these items, the Company believes it is important to identify their impact on its FFO measures for readers to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods.

Same-center Net Operating Income

NOI is a supplemental measure of the operating performance of the Company's shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership's pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. 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.

Since NOI includes only those revenues and expenses related to the operations of its shopping center and other 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. The Company's calculation of same-center NOI also excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that 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 and other properties. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

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 noncontrolling interests' 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" included 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 EndedSeptember 30, Nine Months EndedSeptember 30,
2015 2014 2015 2014
REVENUES:
Minimum rents $ 170,422 $ 169,097 $ 505,931 $ 506,005
Percentage rents 3,869 3,060 10,418 8,490
Other rents 4,156 3,813 13,748 13,708
Tenant reimbursements 72,461 71,330 214,818 214,322
Management, development and leasing fees 2,754 3,228 8,195 9,176
Other 8,974 8,186 24,278 25,189
Total revenues 262,636 258,714 777,388 776,890
OPERATING EXPENSES:
Property operating 35,859 36,668 107,629 112,206
Depreciation and amortization 74,045 72,488 221,550 212,180
Real estate taxes 23,579 22,202 68,913 65,638
Maintenance and repairs 12,480 12,603 39,103 41,391
General and administrative 12,995 9,474 46,440 35,583
Loss on impairment 884 497 3,665 17,753
Other 8,787 7,396 21,191 21,331
Total operating expenses 168,629 161,328 508,491 506,082
Income from operations 94,007 97,386 268,897 270,808
Interest and other income 579 463 6,242 3,535
Interest expense (56,451 ) (60,214 ) (174,362 ) (179,997 )
Gain on extinguishment of debt 18,282 256 60,942
Gain on investment 16,560
Equity in earnings of unconsolidated affiliates 3,508 3,936 12,212 11,038
Income tax provision (448 ) (3,083 ) (2,004 ) (4,266 )
Income from continuing operations before gain on sales of real estate assets 41,195 56,770 127,801 162,060
Gain on sales of real estate assets 3,237 434 18,167 3,513
Income from continuing operations 44,432 57,204 145,968 165,573
Operating income (loss) of discontinued operations 78 (480 )
Gain on discontinued operations (2 ) 88
Net income 44,432 57,280 145,968 165,181
Net income attributable to noncontrolling interests in:
Operating Partnership (4,665 ) (6,576 ) (15,783 ) (18,847 )
Other consolidated subsidiaries (2,198 ) (1,362 ) (4,557 ) (3,740 )
Net income attributable to the Company 37,569 49,342 125,628 142,594
Preferred dividends (11,223 ) (11,223 ) (33,669 ) (33,669 )
Net income attributable to common shareholders $ 26,346 $ 38,119 $ 91,959 $ 108,925
Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2015 2014 2015 2014
Basic per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends $ 0.15 $ 0.22 $ 0.54 $ 0.64
Discontinued operations 0.00 0.00 0.00 0.00
Net income attributable to common shareholders $ 0.15 $ 0.22 $ 0.54 $ 0.64
Weighted-average common shares outstanding 170,494 170,262 170,470 170,242
Diluted per share data attributable to common shareholders:
Income from continuing operations, net of preferred dividends $ 0.15 $ 0.22 $ 0.54 $ 0.64
Discontinued operations 0.00 0.00 0.00 0.00
Net income attributable to common shareholders $ 0.15 $ 0.22 $ 0.54 $ 0.64
Weighted-average common and potential dilutive common shares outstanding 170,494 170,262 170,500 170,242
Amounts attributable to common shareholders:
Income from continuing operations, net of preferred dividends $ 26,346 $ 38,054 $ 91,959 $ 109,259
Discontinued operations 65 (334 )
Net income attributable to common shareholders $ 26,346 $ 38,119 $ 91,959 $ 108,925
Dividends declared per common share $ 0.265 $ 0.245 $ 0.795 $ 0.735

The Company's reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:

(in thousands, except per share data)

Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2015 2014 2015 2014
Net income attributable to common shareholders $ 26,346 $ 38,119 $ 91,959 $ 108,925
Noncontrolling interest in income of Operating Partnership 4,665 6,576 15,783 18,847
Depreciation and amortization expense of:
Consolidated properties 74,045 72,488 221,550 212,180
Unconsolidated affiliates 10,734 10,537 31,354 30,654
Non-real estate assets (711 ) (628 ) (2,284 ) (1,825 )
Noncontrolling interests' share of depreciation and amortization (2,154 ) (1,729 ) (6,936 ) (4,831 )
Loss on impairment 884 497 3,665 18,434
Gain on depreciable property, net of taxes (2,849 ) (3 ) (15,045 ) (937 )
Gain on discontinued operations, net of taxes 1 (86 )
FFO allocable to Operating Partnership common unitholders 110,960 125,858 340,046 381,361
Litigation settlements, net of related expenses (1) 325 (1,329 ) (800 )
Gain on investment (16,560 )
Non cash default interest expense 1,514 1,514
Gain on extinguishment of debt (18,282 ) (256 ) (60,942 )
FFO allocable to Operating Partnership common unitholders, as adjusted $ 111,285 $ 109,090 $ 321,901 $ 321,133
FFO per diluted share $ 0.56 $ 0.63 $ 1.70 $ 1.91
FFO, as adjusted, per diluted share $ 0.56 $ 0.55 $ 1.61 $ 1.61
Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 199,751 199,631 199,758 199,699
Reconciliation of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders:
FFO allocable to Operating Partnership common unitholders $ 110,960 $ 125,858 $ 340,046 $ 381,361
Percentage allocable to common shareholders (2) 85.35 % 85.29 % 85.35 % 85.25 %
FFO allocable to common shareholders $ 94,704 $ 107,344 $ 290,229 $ 325,110
FFO allocable to Operating Partnership common unitholders, as adjusted $ 111,285 $ 109,090 $ 321,901 $ 321,133
Percentage allocable to common shareholders (2) 85.35 % 85.29 % 85.35 % 85.25 %
FFO allocable to common shareholders, as adjusted $ 94,982 $ 93,043 $ 274,743 $ 273,766

(1)

Litigation settlement is included in Interest and Other Income in the Consolidated Statements of Operations. Litigation expense, including settlements paid, is included in General and Administrative expense in the Consolidated Statements of Operations.

(2)

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 Operating Partnership units outstanding on page 13.

Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2015 2014 2015 2014
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees $ 1,346 $ 1,044 $ 4,383 $ 2,395
Lease termination fees per share $ 0.01 $ 0.01 $ 0.02 $ 0.01
Straight-line rental income $ 1,412 $ 1,201 $ 2,975 $ 2,484
Straight-line rental income per share $ 0.01 $ 0.01 $ 0.01 $ 0.01
Gains on outparcel sales $ 627 $ 316 $ 3,150 $ 2,461
Gains on outparcel sales per share $ $ $ 0.02 $ 0.01
Net amortization of acquired above- and below-market leases $ 1,043 $ 139 $ 1,881 $ 544
Net amortization of acquired above- and below-market leases per share $ 0.01 $ $ 0.01 $
Net amortization of debt premiums and discounts $ 404 $ 545 $ 1,437 $ 1,625

Net amortization of debt premiums and discounts per share

$ $ $ 0.01 $ 0.01
Income tax provision $ (448 ) $ (3,083 ) $ (2,004 ) $ (4,266 )
Income tax provision per share $ $ (0.02 ) $ (0.01 ) $ (0.02 )
Gain on extinguishment of debt $ $ 18,282 $ 256 $ 60,942
Gain on extinguishment of debt per share $ $ 0.09 $ $ 0.31
Gain on investment $ $ $ 16,560 $
Gain on investment per share $ $ $ 0.08 $
Abandoned projects expense $ 2,058 $ 47 $ 2,183 $ 81
Abandoned projects expense per share $ 0.01 $ $ 0.01 $
Interest capitalized $ 909 $ 1,672 $ 3,141 $ 4,538
Interest capitalized per share $ $ 0.01 $ 0.02 $ 0.02
Litigation settlements income $ $ $ 4,875 $ 800
Litigation settlements income per share $ $ $ 0.02 $
Litigation settlements expenses $ (325 ) $ $ (3,546 ) $
Litigation settlements expenses per share $ $ $ (0.02 ) $

September 30, 2015

2015

2014

Straight-line rent receivable

$

66,334

$

64,123

Same-center Net Operating Income

(Dollars in thousands)

Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2015 2014 2015 2014
Net income $ 44,432 $ 57,280 $ 145,968 $ 165,181
Adjustments:
Depreciation and amortization 74,045 72,488 221,550 212,180
Depreciation and amortization from unconsolidated affiliates 10,734 10,537 31,354 30,654
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (2,154 ) (1,729 ) (6,936 ) (4,831 )
Interest expense 56,451 60,214 174,362 179,997
Interest expense from unconsolidated affiliates 9,601 9,719 28,873 28,872
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (1,693 ) (1,375 ) (5,090 ) (3,993 )
Abandoned projects expense 2,058 47 2,183 81
Gain on sales of real estate assets (3,237 ) (434 ) (18,167 ) (3,513 )
Gain on sales of real estate assets of unconsolidated affiliates (566 ) (698 ) (1,730 ) (698 )
Gain on investment (16,560 )
Gain on extinguishment of debt (18,282 ) (256 ) (60,942 )
Loss on impairment 884 497 3,665 17,753
Loss on impairment from discontinued operations 681
Income tax provision 448 3,083 2,004 4,266
Lease termination fees (1,346 ) (1,044 ) (4,383 ) (2,395 )
Straight-line rent and above- and below-market lease amortization (2,455 ) (1,340 ) (4,856 ) (3,028 )
Net income attributable to noncontrolling interests in other consolidated subsidiaries (2,198 ) (1,362 ) (4,557 ) (3,740 )
Gain on discontinued operations 2 (88 )
General and administrative expenses 12,995 9,474 46,440 35,583
Management fees and non-property level revenues (5,877 ) (5,328 ) (22,914 ) (20,249 )
Operating Partnership's share of property NOI 192,122 191,749 570,950 571,771
Non-comparable NOI (13,834 ) (13,486 ) (36,960 ) (39,236 )
Total same-center NOI (1) $ 178,288 $ 178,263 $ 533,990 $ 532,535
Total same-center NOI percentage change 0.0 % 0.3 %
Malls $ 162,089 $ 163,348 $ 486,483 $ 488,066
Associated centers 8,110 7,540 24,021 22,498
Community centers 5,822 5,426 16,963 15,940
Offices and other 2,267 1,949 6,523 6,031
Total same-center NOI (1) $ 178,288 $ 178,263 $ 533,990 $ 532,535
Percentage Change:
Malls (0.8

)%

(0.3 )%
Associated centers 7.6 % 6.8 %
Community centers 7.3 % 6.4 %
Offices and other 16.3 % 8.2 %
Total same-center NOI (1) 0.0 % 0.3 %

(1)

CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles. Same-center NOI is for real estate properties and does not include the results of operations of the Company's subsidiary that provides janitorial, security and maintenance services. We include a property in our same-center pool when we own all or a portion of the property as of September 30, 2015, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending September 30, 2015. New properties are excluded from same-center NOI, until they meet this criteria. The only properties excluded from the same-center pool that would otherwise meet this criteria are properties which are under major redevelopment, being considered for repositioning or where we intend to renegotiate the terms of the debt secured by the related property.

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

As of September 30, 2015
Fixed Rate Variable Rate Total
Consolidated debt $ 3,502,337 $ 1,319,138 $ 4,821,475
Noncontrolling interests' share of consolidated debt (112,554 ) (7,007 ) (119,561 )
Company's share of unconsolidated affiliates' debt 665,912 118,033 783,945
Company's share of consolidated and unconsolidated debt $ 4,055,695 $ 1,430,164 $ 5,485,859
Weighted average interest rate 5.48 % 1.70 % 4.49 %
As of September 30, 2014
Fixed Rate Variable Rate Total
Consolidated debt $ 3,788,890 $ 922,531 $ 4,711,421
Noncontrolling interests' share of consolidated debt (89,065 ) (7,109 ) (96,174 )
Company's share of unconsolidated affiliates' debt 673,412 89,220 762,632
Company's share of consolidated and unconsolidated debt $ 4,373,237 $ 1,004,642 $ 5,377,879
Weighted average interest rate 5.44 % 1.74 % 4.74 %

Debt-To-Total-Market Capitalization Ratio as of September 30, 2015

(In thousands, except stock price)

SharesOutstanding Stock

Price (1)

Value
Common stock and operating partnership units 199,751 $ 13.75 $ 2,746,576
7.375% Series D Cumulative Redeemable Preferred Stock 1,815 250.00 453,750
6.625% Series E Cumulative Redeemable Preferred Stock 690 250.00 172,500
Total market equity 3,372,826
Company's share of total debt 5,485,859
Total market capitalization $ 8,858,685
Debt-to-total-market capitalization ratio 61.9 %
(1) Stock price for common stock and Operating Partnership units equals the closing price of the common stock on September 30, 2015. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)

Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2015: Basic Diluted Basic Diluted
Weighted average shares - EPS 170,494 170,494 170,470 170,500
Weighted average Operating Partnership units 29,257 29,257 29,258 29,258
Weighted average shares- FFO 199,751 199,751 199,728 199,758
2014:
Weighted average shares - EPS 170,262 170,262 170,242 170,242
Weighted average Operating Partnership units 29,369 29,369 29,457 29,457
Weighted average shares- FFO 199,631 199,631 199,699 199,699

Dividend Payout Ratio

Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2015 2014 2015 2014
Weighted average cash dividend per share $ 0.27279 $ 0.25313 $ 0.81837 $ 0.75938
FFO as adjusted, per diluted fully converted share $ 0.56 $ 0.55 $ 1.61 $ 1.61
Dividend payout ratio 48.7 % 46.0 % 50.8 % 47.2 %
Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

ASSETS September 30, 2015 December 31, 2014
Real estate assets:
Land $ 905,628 $ 847,829
Buildings and improvements 7,410,063 7,221,387
8,315,691 8,069,216
Accumulated depreciation (2,395,124 ) (2,240,007 )
5,920,567 5,829,209
Developments in progress 123,233 117,966
Net investment in real estate assets 6,043,800 5,947,175
Cash and cash equivalents 32,437 37,938
Receivables:

Tenant, net of allowance for doubtful accounts of $1,884 and $2,368 in 2015 and 2014, respectively

87,797 81,338

Other, net of allowance for doubtful accounts of $1,219 and $1,285 in 2015 and 2014, respectively

21,232 22,577
Mortgage and other notes receivable 18,347 19,811
Investments in unconsolidated affiliates 277,374 281,449
Intangible lease assets and other assets 214,748 226,011
$ 6,695,735 $ 6,616,299
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness $ 4,821,475 $ 4,700,460
Accounts payable and accrued liabilities 355,215 328,352
Total liabilities 5,176,690 5,028,812
Commitments and contingencies
Redeemable noncontrolling partnership interests 28,315 37,559
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:

7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding

18 18

6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding

7 7

Common stock, $.01 par value, 350,000,000 shares authorized, 170,493,734 and 170,260,273 issued and outstanding in 2015 and 2014, respectively

1,705 1,703
Additional paid-in capital 1,968,947 1,958,198
Accumulated other comprehensive income 1,494 13,411
Dividends in excess of cumulative earnings (610,368 ) (566,785 )
Total shareholders' equity 1,361,803 1,406,552
Noncontrolling interests 128,927 143,376
Total equity 1,490,730 1,549,928
$ 6,695,735 $ 6,616,299

CBL & Associates Properties, Inc.

Katie Reinsmidt, 423-490-8301

Senior Vice President - Investor Relations/Corporate Investments

[email protected]

Source: CBL & Associates Properties, Inc.

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