EXHIBIT 99.11
PRO FORMA CONSOLIDATED FINANCIAL DATA
Pro forma consolidated statement of
operations for the nine months ended
September 30, 2000 (unaudited) 3
Pro forma consolidated statement of
operations for the year ended
December 31, 1999 (unaudited) 5
Pro forma consolidated balance sheet as of
September 30, 2000 (unaudited) 7
1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma consolidated financial statements are
based on the historical consolidated financial statements of CBL & Associates
Properties, Inc. (the "Company") and the properties, consolidated and adjusted
to give effect to the acquisition and the transactions contemplated thereby
(including any related financing), as described in the notes thereto. Certain
amounts in the financial statements of the properties have been reclassified to
conform to the Company's presentation. These statement should be read in
conjunction with (1) the audited historical financial statements and notes
thereto of the Company for the year ended December 31, 1999, which are
incorporated by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1999, (2) the unaudited historical financial statements
and notes thereto of the Company for the period ended September 30, 2000, which
are incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000, and (3) the historical financial
statement of the properties included elsewhere in this Form 8-K/A.
The unaudited pro forma consolidated statements of operations for the nine
months ended September 30, 2000 and for the year ended December 31, 1999 present
the results for our Company and the properties as if the acquisition had
occurred at the beginning of the earliest period presented. The accompanying
unaudited pro forma consolidated balance sheet as of September 30, 2000 gives
effect to the acquisition as of that date. The pro forma financial statements
assume that the closing of all interests in the properties occured at such time,
rather than over a period of time as contemplated for certain properties. See
"The Master Contribution Agreement -- Structure of the Acquisition - Multiple
Contributions."
The pro forma statements include interests purchased from non-Jacobs
partners in the following properties:
Interests
Purchased
from Non- All
Jacobs Interests
Entity Property Partners Purchased
- ------ -------- --------- ---------
Eastgate Company Eastgate Mall and Crossings 46.15% 100.00%
Jefferson Mall Company Jefferson Mall 12.75 100.00
Kentucky Oaks Mall Company Kentucky Oaks Mall 10.00 50.00
Midland Venture
Limited Partnership Midland Mall 60.00 100.00
The pro forma adjustments are based upon preliminary estimates, information
currently available and certain assumptions that management believes are
reasonable under the circumstances.
The Company's actual consolidated financial statements will reflect the
effects of the acquisition on and after the applicable closing date rather than
the dates indicated above. The unaudited pro forma consolidated financial
statements neither purport to represent what the consolidated results of
operations or financial condition actually would have been had the acquisition
and related transactions in fact occurred on the assumed date, nor do they
purport to project the consolidated results of operations and financial position
for any future period.
The acquisition will be accounted for by the purchase method and,
therefore, assets and liabilities of the properties will be recorded based on
their estimated fair values. Allocations included in the pro forma statements
are based on analysis which is not yet completed.
2
CBL & ASSOCIATES PROPERTIES, INC.
For The Nine Months Ended September 30, 2000
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
CBL Jacobs Pro Forma Pro Forma
Historical Properties Adjustments (a) Adjustments (b) Consolidated
---------- ---------- --------------- --------------- ------------
Revenues:
Minimum rents $167,806 $100,975 $(16,983) $ -- $251,798
Percentage rents 7,458 4,025 (503) -- 10,980
Other rents 2,668 1,440 (48) -- 4,060
Tenant reimbursements 78,757 43,793 (6,905) -- 115,645
Management development and leasing
fees 3,135 -- -- 260 (c) 3,395
Interest and other 3,663 1,030 (342) -- 4,351
-------- -------- --------- --------- --------
Total revenues 263,487 151,263 (24,781) 260 390,229
-------- -------- --------- --------- --------
Expenses:
Property operating 41,698 24,342 (3,019) -- 63,021
Depreciation and amortization 45,002 -- -- 17,042 (d) 62,044
Real estate taxes 22,501 12,558 (3,213) -- 31,846
Maintenance and repairs 14,703 12,746 (1,469) -- 25,980
General and administrative 13,120 -- -- -- 13,120
Interest 70,562 -- -- 53,805 (e) 124,367
Other 62 -- -- -- 62
-------- -------- --------- --------- --------
Total expenses 207,648 49,646 (7,701) 70,847 320,440
-------- -------- --------- --------- --------
Income from operations 55,839 101,617 (17,080) (70,587) 69,789
Gain on sales of real estate assets 13,275 -- -- -- 13,275
Equity in earnings of unconsolidated
affiliates 2,585 -- 10,337 (6,934)(f) 5,988
Minority interest in earnings:
Operating partnership (21,346) -- -- (19,975)(g) (41,321)
Shopping center properties (1,022) -- (2,187) 2,165 (h) (1,044)
-------- -------- --------- --------- --------
Net Income before extraordinary item 49,331 101,617 (8,930) (95,331) 46,687
Preferred dividends (4,851) -- -- -- (4,851)
-------- -------- --------- --------- --------
Net income before extraordinary item
available to common shareholders $44,480 $101,617 $(8,930) $(95,331) $41,836
======== ======== ========= ========= ========
Basic per share data:
Net income $ 1.79 $ 1.68
======== ========
Weighted average common shares
outstanding: 24,845 24,845
Diluted per share data:
Net income $ 1.78 $ 1.67
======== ========
Weighted average common shares and
potential dilutive common shares
outstanding 24,983 24,983
(a) Reflects adjustments to record Jacobs' investments in certain joint ventures under the equity method of
accounting. These joint ventures include East Towne Mall, Kentucky Oaks Mall and West Towne Mall. The
proportionate results of these properties are recorded in equity in earnings of unconsolidated affiliates.
Minority interest in earnings consists of the non-acquired partners' interests in Cary Mall and Columbia Mall.
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(b) The pro forma information does not include any incremental general and administrative costs to be incurred in
connection with the acquisition of the Jacobs properties.
(c) Represents management fees earned from properties accounted for under the equity method of accounting.
(d) Represents depreciation expense on acquired assets over 40 years.
(e) Represents actual interest expense on $726.1 million of assumed debt, amortization of credit fees and interest
expense on the $120 million acquisition loan for the nine months ended September 30, 2000. The average interest
rate for the period is assumed to be 7.8%. This balance sheet debt of $726.1 million, plus the share of debt
accounted for under the equity method of accounting of $66.0 million, less the share of debt of non-acquired
partners of $20.8 million, equals the $771.3 million of debt assumed as part of the transaction.
(f) Represents adjustments to properties accounted for under the equity method of accounting for depreciation of
$2,262 management fees of $531 and interest expense of $4,141 on Jacobs' share of debt of $66.0 million.
(g) Represents pro forma minority interest in earnings of the Operating Partnership as if the SCUs were issued on
January 1, 2000.
(h) Represents minority interest in pro forma adjustments for depreciation of $419, management fees of $156 and
interest expense of $1,590.
4
CBL & ASSOCIATES PROPERTIES, INC.
For The Year Ended December 31, 1999
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
CBL Jacobs Pro Forma Pro Forma
Historical Properties Adjustments (a) Adjustments (b) Consolidated
---------- ---------- --------------- --------------- ------------
Revenues:
Minimum rents $203,022 $132,955 $ (23,078) $ -- $312,899
Percentage rents 7,356 9,684 (1,220) -- 15,820
Other rents 5,442 1,794 (237) -- 6,999
Tenant reimbursements 89,774 59,025 (9,461) -- 139,338
Management development and
leasing fees 7,818 -- -- 851 (c) 8,669
Interest and other 4,191 1,006 (264) -- 4,933
-------- -------- --------- -------- --------
Total revenues 317,603 204,464 (34,260) 851 488,658
-------- -------- --------- -------- --------
Expenses:
Property operating 50,832 31,996 (3,244) -- 79,584
Depreciation and amortization 53,551 -- -- 22,723 (d) 76,274
Real estate taxes 27,580 16,630 (4,139) -- 40,071
Maintenance and repairs 17,783 17,326 (1,687) -- 33,422
General and administrative 16,214 -- -- -- 16,214
Interest 82,505 -- -- 69,857 (e) 152,362
Other 1,674 -- -- -- 1,674
-------- -------- --------- -------- --------
Total expenses 250,139 65,952 (9,070) 92,580 399,601
-------- -------- --------- -------- --------
Income from operations 67,464 138,512 (25,190) (91,729) 89,057
Gain on sale of real estate assets 8,357 -- -- -- 8,357
Equity in earnings of
unconsolidated affiliates 3,263 -- 14,905 (9,315)(f) 8,853
Minority interest in earnings:
Operating partnership (23,264) -- -- (25,588)(g) (48,852)
Shopping center properties (1,225) -- (2,947) 2,759 (h) (1,413)
-------- -------- --------- -------- --------
Net income 54,595 138,512 (13,232) (123,873) 56,002
Preferred dividends (6,468) -- -- -- (6,468)
-------- -------- --------- -------- --------
Net income available to common
shareholders $ 48,127 $138,512 ($13,232) ($123,873) $ 49,534
======== ======== ========= ======== ========
Basic per share data:
Net income $ 1.95 $ 2.01
========= ========
Weighted average common shares 24,647 24,647
outstanding:
Diluted per share data:
Net income $ 1.94 $ 1.99
======== ========
Weighted average common shares
and potential dilutive
common shares outstanding 24,834 24,834
(a) Reflects adjustments to record Jacobs' investments in certain joint ventures under the equity method of
accounting. These joint ventures include East Towne Mall, Kentucky Oaks Mall and West Towne Mall. The
proportionate results of these properties is recorded in equity in earnings of unconsolidated affiliates. Minority
interest in earnings consists of the non-acquired partners' interests in Cary Mall and Columbia Mall.
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(b) The pro forma information does not include any incremental general and administrative costs to be incurred in
connection with the acquisition of the Jacobs properties.
(c) Represents management fees earned from properties accounted for under the equity method of accounting.
(d) Represents depreciation expense on acquired assets over 40 years.
(e) Represents actual interest expense on $726.1 million of assumed debt, amortization of credit fees and interest
expense on the $120 million acquisition loan for the year ended December 31, 1999. The average interest rate for
the period is assumed to be 6.9%. This balance sheet debt of $726.1 million, plus the share of debt accounted for
under the equity method of accounting of $66.0 million, less the share of debt of non-acquired partners of $20.8
million, equals the $771.3 million of debt being assumed as part of the transaction.
(f) Represents adjustments to properties accounted for under the equity method of accounting for depreciation of
$3,013 management fees of $708 and interest expense of $5,595 on Jacobs' share of debt of $66.0 million.
(g) Represents pro forma minority interest in earnings of the Operating Partnership as if the SCUs were issued on
January 1, 1999.
(h) Represents minority interest in pro forma adjustments for depreciation of $558, management fees of $200 and
interest expense of $2,001.
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CBL & ASSOCIATES PROPERTIES, INC.
As of September 30, 2000
PROFORMA CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
Pro Forma
CBL Acquisition Pro Forma
Historical Adjustments (a) Consolidated
---------- --------------- ------------
ASSETS
REAL ESTATE ASSETS:
Land $ 284,764 $ 215,653 $ 500,417
Building and improvements 1,857,567 908,927 2,766,494
---------- ---------- ----------
2,142,331 1,124,580 3,266,911
Less: Accumulated depreciation (259,467) -- (259,467)
---------- ---------- ----------
1,882,864 1,124,580 3,007,444
Developments in progress 129,982 -- 129,982
---------- ---------- ----------
Net investment in real estate assets 2,012,846 1,124,580 3,137,426
CASH AND CASH EQUIVALENTS 5,544 -- 5,544
CASH IN ESCROW 9,751 2,697 12,448
RECEIVABLES:
Tenant net of allowance for doubtful accounts of $1,854 27,904 -- 27,904
Other 3,296 -- 3,296
INVESTMENT IN UNCONSOLIDATED AFFILIATES (3,586) 71,128 67,542
MORTGAGE NOTES RECEIVABLE 8,694 6,913 15,607
OTHER ASSETS 18,537 4,390 22,927
---------- ---------- ----------
$2,082,986 $1,209,708 $3,292,694
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
MORTGAGE NOTES PAYABLE $1,399,326 $ 846,098 $2,245,424
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 59,245 13,465 72,710
---------- ---------- ----------
Total liabilities 1,458,571 859,563 2,318,134
---------- ---------- ----------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST 180,326 427,700 608,026
---------- ---------- ----------
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000
Shares authorized, 2,875,000 shares issued
and outstanding 29 -- 29
Common stock, $.01 par value. 95,000,000
shares authorized, 25,012,707 shares issued
and outstanding 250 -- 250
Additional paid-in capital 461,205 (77,555) 383,650
Accumulated deficit (17,395) -- (17,395)
---------- ---------- ----------
Total shareholders' equity 444,089 (77,555) 366,534
---------- ---------- ----------
$2,082,986 $1,209,708 $3,292,694
========== ========== ==========
(a) Represents the acquisition of the properties and allocation of the consideration to assets acquired
and liabilities assumed.
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