Securities Exchange Act of 1934 -- Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
April 26, 2001
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CBL & ASSOCIATES PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(423) 855-0001
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Page 1
CBL & ASSOCIATES PROPERTIES, INC.
Conference Call Outline
First Quarter 2001
April 26, 2001
10:00 a.m.
Good morning. We appreciate your participation in today's call to discuss our
results for the first quarter of 2001. With me today is Stephen Lebovitz, our
President, and Kelly Sargent, our Director of Investor Relations, who will first
read our Safe Harbor disclosure.
This conference call 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 results, financial and
otherwise, may differ materially from the events and results discussed in the
forward-looking statements. During our discussion today, references made to per
share is based upon a fully diluted converted share. We direct you 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.
I would like to note that a transcript of today's comments including the balance
sheet, schedule of properties under construction and comprehensive debt
schedule, will be filed as a form 8K later this morning, and will be available
upon request, as well as available for replay on the Internet through a link on
our website at cblproperties.com.
Thank you Kelly.
Income Statement Review
- -----------------------
The first quarter of 2001 was quite a significant quarter for CBL and its
shareholders. On January 31, we completed the acquisition of The Richard E.
Jacobs Group interests as well as affiliated interests in 21 malls and two
associated centers. In addition we acquired the 50% interest in Madison Square
Mall in Huntsville, AL that we did not already own. These transactions brought
our portfolio to 158 properties containing 56.2 million square feet in 26
states. This acquisition affords us growth opportunities in every aspect of our
business.
Integration of the newly acquired properties is progressing as planned. However
as we said in our outlook for the fourth quarter of 2000, tenant bankruptcies
and store closings are continuing and will result in short-term adverse impacts,
although we continue to believe they will create long-term opportunities. In the
first quarter bankruptcies and store closings impacted FFO, occupancy levels as
well as NOI.
The 8% increase in FFO per share for the first quarter of 2001 consisted of the
following:
1. Improved operations in our portfolio, or internal growth, accounted for
10.9% of this increase. This growth resulted primarily from increased
tenant recoveries, releasing and increased temporary and sponsorship
income.
2
2. External growth accounted for 89.1%. Of the increase, 6.1% is from the
opening of one mall expansion, one associated center, two community
centers and the acquisition of two community centers, all of which
occurred during the last fifteen months. 83% was due to the acquisition
of the 21 malls, two associated centers and the additional 50% interest
in Madison Square Mall.
3. Percentage rent during the first quarter of 2001 declined by 12.7%
compared to the same period one year ago. This was a result of our
policy of aggressively converting percentage rent to minimum rent and
also a result of slowing retail sales.
4. With the acquisition completed, our share count including fully diluted
and converted shares and units increased by 21.6% to a total of
49,682,396. Operating units and SCU's at the end of the first quarter
stood at 24,385,863. Our FFO calculation is based upon the fact that
these SCU's are common units.
Other financial highlights for the quarter were:
1. Income from operations increased 25% to $23.8 million for the quarter
from $18.9 million for the same period a year ago.
2. Our same-center NOI of 9.8% in the first quarter of 2000 was a record
for our company. The 3.7% NOI growth that we achieved in the first
quarter did not have the benefit of the $1.5 million increase in
percentage rent that we experienced one year ago.
3. Our cost recovery ratio increased to 99.2% year to date compared with
95.3% for the same period last year.
Before consideration of outparcel sales, our dividend payout ratio for the
quarter was 56.7% compared to 58.6% last year. Including outparcel sales, the
payout ratio was 55.5% compared to 56.7% for the same period last year. Also not
included in the company's FFO calculation are gains on the sale of depreciable
assets, which were $2.9 million for the first quarter this year.
Capital Structure
- -----------------
Though the details of our capital structure are listed in our earnings release,
I will highlight a couple of areas. Consistent with our strategy, we convert
variable rate debt to long-term non-recourse debt as soon as feasible once an
asset is stabilized in order to eliminate interest rate risk when possible.
Subsequent to the end of the quarter we finalized a commitment to refinance the
recently acquired Fayette Mall in Lexington, KY, with a new loan for $98 million
at an interest rate of 7% for a ten-year term. The existing loan is for $64.5
million at an interest rate of 7.6%. We are also increasing the loan by $30
million on Brookfield Mall in Milwaukee, WI, at an interest rate of 6.87% for a
five-year term to coincide with the maturity of the existing first mortgage. We
also finalized a loan application for Asheville Mall in Asheville, NC, which we
expect to close early in the third quarter. The current floating rate loan is
libor priced and will be replaced with a ten year fixed rate loan at an interest
rate of 6.98%. Though this fixed rate loan will adversely affect FFO annually by
$1.1 million or $0.02 per share, this is consistent with our philosophy of
placing long-term debt on properties as soon as stabilization occurs.
Effective January 1, 2001, the Company implemented Statement on Financial
Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging
Activities". This new policy had no earnings impact on us.
3
A good indication of the strength of our balance sheet is the fact that,
excluding normal principal amortization, we have only $14 million of debt
maturities during the remainder of this year in our core portfolio. With the
newly acquired assets we have three properties to refinance this year. They are:
Mall Debt Int. Rate
---------------------------------------------------------------
Columbia Mall, Columbia, SC $39.5m 9.71%
Regency Mall, Racine, WI $36.0m 13.26%
Regency Mall, Racine, WI $ 4.0m 7.00%
Eastgate Mall, Cincinnati, OH $55.0m 7.50%
-------------------------------------------------
Total $134.5 million
In addition we are also negotiating to refinance or retire several other loans
that have higher interest rates.
Our EBITDA coverage ratio was 2.30 times interest expense this quarter compared
with 2.54 for the same quarter one year ago. One of the significant factors
contributing to the lower EBITDA coverage ratio was the 17 basis point average
interest rate increase.
Capital Expenditures
- --------------------
During the first quarter, we spent $3.7 million on revenue generating capital
expenditures, $1.4 million on revenue neutral expenditures and $400,000 on
revenue enhancing capital expenditures. The revenue neutral and revenue
enhancing capital expenditures are primarily remodeling and renovation costs the
majority of which are recovered from tenants. For the combined portfolio, we are
projecting to spend $25 million in revenue generating, $28 in revenue neutral
and $24 million on revenue enhancing expenditures in calendar year in 2001.
Our proactive strategy of renovating and updating our properties continues. At
Meridian Mall, Marshall Field's, formerly Hudson's, is completing a 50,000
square foot expansion of their store and we are also adding a Galyan's and a
Schuler's Books and completing the mall renovation. This year our redevelopment
plans include renovations at Cary Towne Center in Raleigh-Durham, NC, Fashion
Square Mall, Saginaw, MI and Burnsville Center, in Burnsville, MN. The
renovations of Cary Towne Center and Fashion Square Mall will begin this June.
These expenditures are representative of our commitment to investing in our
properties to enhance our long-term return on capital.
Improved Operations - Internal Growth
- -------------------------------------
During the first quarter, community centers once again reported the highest
occupancy at 97.8%. Our new mall occupancy calculation now excludes Parkway
Place, where on April 30 we will be demolishing all of the small shops to make
way for construction of the new mall. At Parkway Place, construction on the new
Parisian department store is now well underway and it is scheduled to open this
August.
I will now call on Stephen Lebovitz to discuss the retail outlook and sales,
developments, dispositions and acquisitions.
4
Retail Outlook
- --------------
Store closings, bankruptcy filings, and outright liquidations by retailers have
been almost weekly occurrences since the first of the year. While these events
are adverse to FFO in the short-term, we anticipate that these will provide us
with long-term opportunities. For example, Montgomery Ward's store closings
generated much excitement by many retailers. Next week we will be announcing
several department store replacements in our portfolio, representative of the
retailer demand for well-located, dominant regional malls.
During March the May Company entered the Nashville market with Hecht's replacing
Proffit's. We are very excited about this new retailer coming to Tennessee and
locating in our properties. The three properties in Nashville are CoolSprings
Galleria, Hickory Hollow Mall and RiverGate Mall and all three malls have
already experienced increased traffic, as Hecht's is highly promotional.
On the theater front, let us bring you up to date on what is occurring. To recap
previous announcements, we have 5 theaters that have closed. We are finalizing
lease commitments or development plans at three locations, Post Oak Mall in
College Station, TX, Burnsville Center in Burnsville, MN, and CoolSprings
Crossing in Nashville, TN. There are two closed General Cinema theaters in the
newly acquired portfolio, Columbia Mall in Columbia, SC and Hanes Mall in
Winston-Salem, NC. Harcourt General guarantees these General Cinema leases and
we anticipate no disruption in rental receipts.
Last year, Paul Harris filed for bankruptcy. CBL's now expanded portfolio has 20
Paul Harris locations, with 99,000 square feet, accounting for $2.6 million in
total annual revenues. All of these stores will be closed by the end of May. Our
leasing team is focused on these prime mall locations because of the significant
impact to us.
Home Place by Waccamaw also notified us of their Chapter 11 filing. We have
three locations in our portfolio, two of which closed and are no longer paying
rent. The closed Home Place stores are located at Cortlandt Towne Center in
Cortlandt, NY and Kingston Overlook in Knoxville, TN and had a combined annual
rent of $1.7 million. We have released the Cortlandt store to Linens N' Things
at approximately the same rent with an opening no later than October 1 of this
year.
Shopko closed their store at the Kentucky Oaks Mall in Paducah, Kentucky managed
by The Cafaro Company. Shopko built their own store and we believe they will
protect their investment, as the building is on a ground lease for which they
are only paying the equivalent of $2.30 per square foot of building rent.
Retail Sales
- ------------
The economic slowdown has been in the headlines for months. Given this
challenging environment we were pleased to report that our same store sales
growth for the quarter was 1.9%.
Occupancy costs as a percentage of sales at our malls was 14.3% for the three
months ending March 31, 2001 compared to 15.2% for the same period one year ago.
At the end of the first quarter the occupancy cost in the newly acquired malls
was only 12%.
5
We had the opportunity to meet yesterday with Allen Questrom, Chairman and
CEO, and Vanessa Castagna, Chief Merchant of JC Penney at their headquarters in
Dallas. According to Mr. Questrom, JC Penney is focusing its efforts on its
middle-income core customer with household incomes between $30,000 and $80,000.
They have centralized certain functions such as marketing and buying and are
also committed to improving their merchandising strategy and productivity. They
are broadening their merchandising mix to include housewares and more children's
products and are renovating 25% of their stores this year and will be remodeling
their stores in some of our malls in conjunction with our mall renovations.
Their goal is to achieve 2% compounded annual sales growth as well as a 3%
decrease in G&A, which would generate a substantial increase in their net
income. This meeting was very encouraging in that JC Penney's commitment like
ours is focused on middle market malls and gave us confidence that Mr. Questrom
is the kind of dynamic leader that JC Penney needs.
Leasing
- -------
In the first quarter our leasing results are based on releasing of approximately
369,000 square feet of comparable space in the combined portfolio. This included
246,000 square feet in the core mall portfolio with average renewal rents for
the quarter increasing 16.3% over the prior base and percentage rent in the
malls, 2.8% in associated centers, and 10.5% in the community centers. In the
acquired portfolio we leased approximately 123,000 square feet of comparable
space. Continued strength in renewal leasing is an integral component of
internal growth as the square footage that is scheduled to roll over in our
properties this year is released. We have a total of 1.6 million square feet
rolling over in the combined portfolio, of which a significant portion has
already been released.
Developments
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Currently we have 1.3 million square feet under construction, which includes The
Lakes Mall in Muskegon, MI; Parkway Place in Huntsville, AL; two mall
expansions, Meridian Mall in Lansing, MI and Springdale Mall in Mobile, AL.
These four projects represent a total investment of approximately $156 million,
of which $96.2 million has been invested through March 31, 2001. Construction
loans are in place for the remaining costs. Initial unleveraged yields on these
centers are expected to range from 9% to 11% after management and development
fees.
Subsequent to the first quarter, we opened Creekwood Crossing, a 404,000 square
foot community center located in Bradenton, Florida. Creekwood Crossing, opened
97% leased and committed and opened with a yield of 11% based on a cost of $20
million.
Our mall development pipeline today includes the Mall of South Carolina in
Myrtle Beach, which is a joint venture with the landowner, Burroughs & Chapin.
As we have discussed in previous calls, proceedings concerning permitting and
the establishment of government funding levels for certain infrastructure
improvements have delayed this project. The case was heard in January before the
South Carolina Supreme Court, and we anticipate a decision to be rendered within
90 to 120 days, which should allow for a Fall 2003 opening assuming that
construction commences later this year. We are cautiously optimistic that the
decision will be favorable.
Acquisitions/Dispositions
- -------------------------
During the first quarter, we also negotiated the additional buyout of third
party partners interest in Madison Square Mall in Hunstville, AL. We acquired
the 50% interest in the mall, bringing our total ownership of that project to
100%. The consideration for this buyout was paid for with 603,344 SCU's and the
assumption of $23.8 million of additional non-recourse debt.
6
During the last quarter we sold approximately $11.7 million of community center
assets, with a $2.9 million gain. The majority of the sales proceeds have been
escrowed for future use in a 1031 like kind exchange for a third party interest
in one of the newly acquired malls. This transaction should close in August of
this year and will enable us to own 100% of this asset in a tax sensitive way.
The centers sold were Jean Ribaut Square in Beaufort, SC and Bennington Place in
Roanoke, VA. Although this results in a short-term reduction in FFO, these
transactions enable us to maximize return on our capital. We continue to pursue
additional dispositions of select community centers in "one-off' transactions
and will report those as they occur. The select disposition of assets continues
to be a priority for us, but we will only do so if the transaction enhances
shareholder value.
Today we are fully operational in our leasing, management, marketing, and all
other aspects of the newly acquired properties. Our leasing team has added seven
new leasing managers and a tenant coordinator and implemented its new regional
structure. These new employees have been assigned since January 1 to these
properties. Our property management team has been very active in the mentoring
program whereby the management team from one of the existing malls is working on
a daily basis with a new management team to assist in achieving a seamless
integration.
Thank you Stephen.
Outlook
- -------
|X| As a result of our new acquisitions we have increased our staff in
almost all areas of our company. Fresh ideas and new people have
enhanced the energy level and competitive spirit within our
organization.
|X| The recent Federal Reserve interest rate cuts provide us with a
window of opportunity to refinance many of our assets on more
favorable terms.
|X| Although the economy has slowed, retailers are continuing to
expand and create new concepts and thus new opportunities for us.
|X| As we stated in our earnings release, based upon first quarter
results, and considering tenant bankruptcies plus the state of the
economy, we expect that our results for the second and third
quarter of 2001 may be at the lower end of the current range of
published estimates. We are comfortable with a range of FFO per
share of $3.92 to $3.95 for 2001.
That concludes our conference call. We will be glad to answer
questions.
7
Renewal Leasing for the First Quarter 2001
Prior PSF
Rent & Percentage New PSF New PSF % Change %Change
Rent Rent-Initial Rent-Avg. Initial Average
Core Malls $20.29 $22.78 $23.59 12.2 16.3
Acquired Malls 24.91 $23.19 $23.29 (6.9) (6.1)
Associated Centers 13.24 13.97 13.52 2.4 2.8
Community Centers 10.74 11.75 11.82 9.8 10.5
Total Leasing Compared to Tenants Vacating for First Quarter 2001
Leased Avg. Rate Vacated Avg. Rate
------ --------- ------- ---------
Malls 370,851 $25.41 133,306 $22.89
Associated Centers 21,537 12.94 5,816 11.12
Community Centers 54,540 12.15 9,099 10.87
Properties Under Construction - As of March 31, 2001
==================================================================================
Property Location Sq. Ft. Amount Initial Yld.
The Lakes Mall Muskegon, MI 610,000 $40,416,000 9.5%
Parkway Place* Huntsville, AL 633,000* $42,262,000 9%
-------- ----------
Total 1,243,000 $84,678,000
======= ===========
*50% share of JV w/ Colonial ** 250,000 New Square Feet
8
CBL & Associates Properties, Inc.
Mortgage Loans Outstanding and Interest Rate
As Of March 31, 2001
MORTGAGE INTEREST ANNUAL
CENTER NOTE PAYABLE RATE INTEREST
CONVENTIONAL FIXED RATE
CONSOLIDATED:
34TH ST CROSSING $ 1,418,755 10.625% $ 150,743
58 CROSSING 602,637 10.125% 61,017
BENNINGTON PLACE 501,815 10.250% 51,436
BJ'S PLAZA 3,073,366 10.400% 319,630
BONITA CROSSING 9,024,769 6.820% 615,489
BONITA LAKES MALL 28,802,455 6.820% 1,964,327
BRIARCLIFF SQUARE 1,540,180 10.375% 159,794
BROOKFIELD SQUARE 46,213,008 7.908% 3,654,525
BURNSVILLE CENTER 73,940,550 8.000% 5,915,244
CARY TOWNE CENTER 62,388,846 8.365% 5,218,827
CEDAR BLUFF CROSSING 1,101,532 10.625% 117,038
CHERRYVALE MALL 48,894,759 7.375% 3,605,988
CITADEL MALL 33,786,810 7.390% 2,496,845
COLLEGE SQUARE 14,538,751 6.750% 981,366
COLLETON SQUARE 894,062 9.375% 83,818
COLLINS PARK COMMONS 727,264 10.250% 74,545
COOLSPRINGS GALLERIA 64,314,194 8.290% 5,331,647
CORTLAND TOWNE CENTER 51,698,018 6.900% 3,567,163
COSBY STATION 3,921,469 8.500% 333,325
COURTYARD AT HICKORY HOLLOW 4,349,631 6.770% 294,470
EAST RIDGE CROSSING 624,679 10.125% 63,249
EASTGATE MALL 42,664,971 7.500% 3,199,873
FASHION SQUARE 39,190,525 8.620% 3,378,223
FAYETTE MALL 64,115,036 7.600% 4,872,743
FRONTIER MALL 1,450,190 10.000% 145,019
GREENPORT TOWNE CENTER 4,126,161 9.000% 371,354
HAMILTON CORNER 3,022,472 10.125% 306,025
HAMILTON PLACE 69,888,487 7.000% 4,892,194
HANES MALL 117,559,175 7.310% 8,593,576
HENDERSON SQUARE 6,242,911 7.500% 468,218
HICKORY HOLLOW MALL 93,430,073 6.770% 6,325,216
JANESVILLE MALL 15,836,189 8.375% 1,326,281
JEFFERSON MALL 34,942,670 8.829% 3,085,053
LONGVIEW CROSSING 398,485 10.250% 40,845
MADISON PLAZA 1,439,475 10.125% 145,747
MADISON SQUARE 47,550,486 10.125% 4,814,487
MIDLAND MALL 35,003,853 8.630% 3,020,832
NORTH HAVEN CROSSING 6,593,398 9.550% 629,670
NORTHWOODS MALL 42,143,411 9.566% 4,031,439
NORTHWOODS PLAZA 1,163,794 9.750% 113,470
OAK HOLLOW MALL 49,299,884 7.310% 3,603,821
OLD HICKORY MALL 22,091,215 8.250% 1,822,525
PARK PLACE 859,825 10.000% 85,983
PARKDALE MALL 44,843,376 8.080% 3,623,345
PERIMETER PLACE 1,345,286 10.625% 142,937
REGENCY MALL 23,067,987 11.125% 2,566,314
RIVERGATE MAL 75,509,594 6.770% 5,112,000
SEACOAST SHOPPING CENTER 5,404,234 9.750% 526,913
SHENANDOAH CROSSING 500,911 10.250% 51,343
SPRINGHURST TOWNE CENTER 22,361,077 6.650% 1,487,012
ST CLAIR SQUARE 72,732,875 7.000% 5,091,301
STROUD MALL 32,439,702 8.420% 2,731,423
SUBURBAN PLAZA 8,497,420 7.875% 669,172
THE TERRACE 10,070,415 7.300% 735,140
TURTLE CREEK MALL 32,734,044 7.400% 2,422,319
UVALDE PLAZA 644,492 10.625% 68,477
VALLEY COMMONS 865,549 10.250% 88,719
VILAGE AT RIVERGATE 3,566,698 6.770% 241,465
WALNUT SQUARE 389,000 10.000% 38,900
WALNUT SQUARE 711,716 10.125% 72,061
9
MORTGAGE INTEREST ANNUAL
CENTER NOTE PAYABLE RATE INTEREST
WAUSAU CENTER 14,435,944 6.700% 967,208
WESTGATE CROSSING 9,857,285 8.5000% 837,869
WESTGATE MALL 46,328,499 6.950% 3,219,831
WILLOW SPRINGS PLAZA 4,443,892 9.750% 433,279
YORK GALLERIA 51,901,925 8.340% 4,328,621
--------------- -------------
$1,614,022,155 $125,788,728
UNCONSOLIDATED:
GOVERNORS SQUARE 47.5% 16,223,088 8.230% 1,335,160
PLAZA DEL SOL 50.0% 2,504,585 9.150% 229,169
EAST TOWNE MALL 48.0% 14,181,552 8.010% 1,135,942
WEST TOWNE MALL 48.0% 21,925,129 8.010% 1,756,203
COLUMBIA MALL 48.0% 18,906,939 9.893% 1,870,463
KENTUCKY OAKS MALL 48.0% 16,239,019 9.000% 1,461,512
--------------- -------------
$89,980,311 $7,788,450
MINORITY INVESTOR INTEREST:
CARY TOWNE CENTER 20% ($12,477,769) 8.365% (1,043,765)
HAMILTON CORNER 10% (302,247) 10.250% (30,980)
HAMILTON PLACE 10% (6,988,849) 10.125% (707,621)
THE TERRACE 8% (805,633) 7.300% (58,811)
MADISON PLAZA 25% (359,869) 8.250% (29,689)
OAK HOLLOW MALL 25% (12,324,971) 10.625% (1,309,528)
PARK PLACE 5% (42,991) 11.125% (4,783)
ERMC 25% (38,676) 8.000% (3,094)
UVALDE PLAZA 25% (161,123) 10.250% (16,515)
--------------- -------------
($33,502,128) ($3,204,787)
TOTAL CONVENTIONAL FIXED RATE $1,670,500,338 $130,372,391
-------------
7.804%
-------------
CONVENTIONAL FLOATING RATE
COST OF CAPS $3,437
PARKWAY PLACE 50% 8,647,571 6.7950% 587,602
ERMC 154,705 9.5000% 14,697
ARBOR PLACE 99,299,596 6.5773% 6,531,222
ASHEVILLE MALL 51,000,000 6.4523% 3,290,668
ASHEVILLE MALL expansion 27,211,942 6.8023% 1,851,035
COASTAL WAY SPRING HILL FL 7,572,003 6.7023% 507,498
CHESTERFIELD CROSSING 7,092,784 6.7023% 475,379
GUNBARRELL POINTE 12,569,526 6.7023% 842,446
MERIDIAN MALL 80,000,000 6.5773% 5,261,832
SAND LAKE CORNER 14,000,000 6.6023% 924,321
SPRINGDALE MALL 21,597,632 6.6023% 1,425,938
SUTTON PLAZA 12,038,811 6.7023% 806,876
THE LANDING AT ARBOR PLACE 11,161,711 6.5773% 734,138
REGENCY MALL 4,000,000 6.8100% 272,400
CITADEL MALL 8,500,000 7.2900% 619,650
WILLOWBROOK PLAZA 34,924,850 7.4523% 2,602,701
CREEKWOOD CROSSING 9,531,146 6.9523% 662,633
CREEKWOOD CROSSING 6,706,776 7.1300% 478,193
CREDIT LINE 278,500,000 6.4570% 17,982,417
--------------- -------------
TOTAL CONVENTIONAL FLOATING RATE $694,509,052 $45,875,084
-------------
6.605%
-------------
CONSTRUCTION LOANS
MERIDIAN MALL EXPANSION 11,101,709 6.2982% 699,208
THE LAKES MALL 15,287,864 6.5350% 999,062
--------------- -------------
TOTAL CONSTRUCTION LOANS 26,389,573 1,698,270
-------------
6.435%
-------------
TOTAL VARIABLE DEBT $720,898,625 $47,573,354
-------------
6.599%
-------------
TOTAL CONSOLIDATED & UNCONSOLIDATED $2,391,398,963 $177,945,744
-------------
7.441%
-------------
TOTAL BALANCE SHEET DEBT $2,326,273,209 $173,362,082
-------------
7.452%
-------------
TOTAL FIXED RATE UNCONSOLIDATED DEBT $89,980,311 $7,788,450
-------------
8.656%
-------------
TOTAL VARIABLE RATE UNCONSOLIDATED DEBT $8,647,571 $587,602
-------------
6.795%
-------------
10
CBL & Associates Properties, Inc.
Consolidated Balance Sheets
(Preliminary subject to change, in thousands)
Year Ended December 31,
2000 2000
ASSETS
REAL ESTATE ASSETS
Land $ 520,512 $ 290,366
Buildings and improvements 2,866,164 1,919,619
3,386,676 2,209,985
Less: Accumulated depreciation (286,853) (271,046)
3,099,823 1,938,939
120,249 101,675
3,220,072 2,040,614
CASH AND CASH EQUIVALENTS 18,254 5,184
RECEIVABLES:
Tenant, net of allowance for doubtful accounts 34,396 29,641
Other 2,985 3,472
MORTGAGE NOTES RECEIVABLE 12,179 8,756
INVESTMENT IN UNCONSOLIDATED AFFILIATES 69,013 (3,510)
OTHER ASSETS 28,823 27,898
$ 3,385,722 $ 2,112,055
=============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
MORTGAGE AND OTHER NOTES PAYABLE 2,326,452 1,424,337
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 69,096 78,228
Total liabilities 2,395,548 1,502,565
COMMITMENTS AND CONTINGENCIES (NOTES 4 AND 14)
MINORITY INTERESTS 457,805 174,665
SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 per value, 5,000,000 share
Authorized 2,875,000 issued
shares issued and outstanding in 2000 and 1999 29 29
Common Stock, $.01 per value, 95,000,000 shares authorized 253 251
Additional paid-in capital 548,168 462,480
Accumulated deficit (16,081) (27,935)
Total Shareholders' equity 532,369 434,825
$ 3,385,722 $ 2,112,055
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SIGNATURE
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.
/c/ John N. Foy
------------------------------------
John N. Foy
Vice Chairman,
Chief Financial Officer and
Treasurer
(Authorized Officer of the
Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: April 26, 2001