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 :
July 25, 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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1
CBL & ASSOCIATES PROPERTIES, INC.
Conference Call Outline
Second Quarter 2001
July 25, 2001
10:00 a.m.
Good morning. We appreciate your participation in today's call to discuss
our results for the second quarter of 2001. With me today is Stephen Lebovitz,
our President, and Kelly Sargent, our Director of Investor Relations, who will
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. The content of this webcast includes time
sensitive information that is accurate only as of Wednesday, July 25, 2001.
I would like to note that a transcript of today's comments including the
balance sheet and comprehensive debt schedule, will be filed as a form 8-K later
today, and will be available upon request, as well as available for replay on
the Internet through a link on our website at cblproperties.com. This call is
the property of CBL & Associates Properties, Inc. Any redistribution,
retransmission or rebroadcast of this call without the express written consent
of CBL is strictly prohibited.
Thank you Kelly.
During the second quarter, some of our significant accomplishments included:
1. In spite of losing 314,000 square feet to bankruptcies and store
closings, more than double the amount for 2000, we still accomplished
an 8% increase in per share FFO growth.
2. We completed refinancings at six properties.
3. We continued the integration of the newly acquired properties.
4. We began the renovation of four malls.
5. During the first half of the year, the senior management team led
by Charles and Stephen Lebovitz completed 29 property
reviews, including 17 at newly acquired malls.
6. We held our fifth annual retailer conference in Chattanooga, which
boasted record attendance of over 140 retail representatives from
across the country.
INCOME STATEMENT REVIEW
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As reflected in this quarter's results, we are obviously continuing to be
impacted by tenant bankruptcies and store closings. As we have experienced in
the past, these short-term losses should result in long-term opportunities.
2
The 8% increase in FFO per share for the second quarter of 2001 resulted from
external growth. The opening of one mall expansion, one associated center, three
community centers and the addition of two community centers, all of which
occurred during the last eighteen months accounted for 11.4% of the increase.
The remainder of the FFO growth was achieved through the acquisition of the 21
new malls and two associated centers, as well as the additional 50% interest
acquired in Madison Square Mall in Huntsville, AL.
Other financial highlights for the quarter included:
1. Income from operations increased 41% to $25.6 million from
$18.2 million for the same period a year ago. 97% of the
increase came from the newly acquired properties.
2. Revenues increased 55.2% to $134.8 million from $86.9 million in
the prior year period. 85% of the increase this quarter
was attributable to the newly acquired properties.
3. Our cost recovery ratio was 99% year to date compared with 101% for the
same period last year. The decrease in our recoveries is due to the
lower occupancy levels in our portfolio.
Our payout ratio for the quarter was 56.7% compared to 58.1% last year. During
the second quarter no outparcel sales were completed. Also not included in the
company's FFO calculation are gains on the sale of depreciable assets, which was
$554,000 for the second quarter this year.
CAPITAL STRUCTURE
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When we started our negotiations to acquire the 21 malls we noted that there was
tremendous upside opportunity for us in filling the vacancies and increasing the
rents. We also focused on the existing debt in that portfolio. It was apparent
that if we could work with the existing lenders there would be additional
rewards for our shareholders.
While we were doing our due diligence and negotiating the contract we were
likewise working with specific lenders to open to prepay all of the loans in
their portfolio that we were assuming. We were successful in achieving this and
removing some of the onerous yield maintenance formulas. We agreed to pay some
prepayment penalties but the resulting savings to us were significant.
We think that managing our business is one of balancing all aspects of the
business so as to maximize returns. This quarter the savings results from the
financial engineering we have accomplished is apparent.
The details of our capital structure are listed in our earnings release, but I
would like to highlight a few areas. During the second quarter, we closed $276
million in financing for six properties with a weighted average interest rate of
6.2%. We used the proceeds to retire two maturing loans of approximately $103.8
million and prepaid three loans totaling approximately $107 million. These loans
had a weighted average interest rate of 8.9%. The excess proceeds were used to
reduce our $212 million acquisition line of credit, which at the end of the
quarter had $72.7 million outstanding. These financings occurred primarily in
June and resulted in interest savings of approximately $518,000 for the second
quarter.
Of the $276 million in financings, $148 million are floating rate term loans on
four separate properties. These four properties are in the process of being
remodeled, renovated and retenanted requiring additional capital as scheduled.
3
Upon completion of this work, these loans will be converted to long-term
non-recourse loans. We will be placing variable rate term loans on additional
properties during the remainder of this year. The properties are: Fashion Square
Mall, Saginaw, MI, Eastgate Mall, Cincinnati, OH, Jefferson Mall, Louisville, KY
and Northwoods Mall, Charleston, SC. The outstanding debt on these four malls
totals $158 million, with a weighted average interest rate 9.1%. These malls
will also be redeveloped prior to being refinanced with long-term non- recourse
loans. We have no other debt maturities remaining this year.
We are expecting to close a long-term non-recourse $71.25 million loan for
Asheville Mall this August. This loan is for a 10-year term with a 6.98%
interest rate and replaces the floating rate construction loan. Though this
fixed rate loan will reduce FFO annually by $1.45 million, or almost $0.03 per
share, this is consistent with our strategy of placing long-term non-recourse
debt on properties as soon as stabilization occurs.
Our EBITDA coverage ratio was 2.14 times interest expense this quarter compared
with 2.64 for the same quarter one year ago. During the second quarter one year
ago we sold five assets for total proceeds of $13.1 million. Without these
sales, the EBITDA ratio one year ago would have been 2.40.
CAPITAL EXPENDITURES
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During the second quarter, we spent $7.5 million on revenue generating capital
expenditures, which includes tenants improvements and construction allowances;
$900,000 on revenue neutral expenditures such as parking lot and roofs, and
$100,000 on revenue enhancing capital expenditures that includes renovation
work. For the combined portfolio, we are projecting to spend $23 million in
revenue generating, $25 in revenue neutral and $24 million on revenue enhancing
expenditures in calendar year 2001.
Our proactive strategy of renovating and updating our properties continues. At
Meridian Mall which is undergoing renovation, Marshall Field's, formerly
Hudson's, has completed a 50,000 square foot expansion of their store; a 25,000
square- foot Schuler's Books is nearing completion and Galyan's will also soon
begin construction of their new 80,000 square-foot store.
In addition to Meridian Mall, renovations are underway at Cary Towne Center in
Cary, NC, Fashion Square Mall, Saginaw, MI, and Burnsville Center, in
Burnsville, MN. The total of these four renovations will be $25 million. These
expenditures are representative of our commitment to investing in our properties
to enhance our returns on capital.
OCCUPANCY
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During the second quarter, community centers and our core associated centers
reported the highest occupancy at 96.4%. In our core portfolio, occupancy for
our stabilized malls was down sixty basis points and we expect the occupancy
levels for the remainder of the year will continue roughly at these levels
without any additional unforeseen bankruptcies. Our new mall occupancy
calculation excludes Parkway Place, where we have demolished all of the small
shops to allow for construction of the new mall. At Parkway Place, construction
of the new Parisian department store is near completion with opening scheduled
for August 15. Upon opening of the new Parisian store, we will commence
demolition of the old Parisian's to begin construction of the new Dillard's
department store, which will open in the fall of 2002 along with the remainder
of the new two-level mall.
4
I will now call on Stephen Lebovitz to discuss the retail outlook, developments,
dispositions and acquisitions.
RETAIL OUTLOOK
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Good morning.
In June we held our fifth annual retailer deal-making event here in Chattanooga.
This year's event was our most successful to date with over 140 retailers
attending. We were pleased to have retailers such as American Eagle, The Gap,
David's Bridal, Eddie Bauer, Wet Seal and many others attending. This event gave
our leasing representatives an opportunity to follow up on deals that were
initiated at the ICSC convention in May. Our leasing staff successfully obtained
lease commitments from several retailers for new stores, some of which will be
opening this year. In spite of the overall economic softness, retailers continue
to seek space in well-located shopping centers.
During the second quarter we announced the addition of three new department
stores in our portfolio. Belk department store will replace Wal*Mart and open a
73,000-square-foot store at College Square Mall in Morristown, TN, in the spring
of 2002; a 62,000-square-foot Dillard's will replace Rose's and open in Randolph
Mall in Asheboro, NC in the fall of 2002; and Foley's Department Store will take
the former Montgomery Ward's 164,000 square foot location and open in 2002 at
Parkdale Mall in Beaumont, TX. These department stores will further enhance the
dominance of these mall properties in their respective market area.
Home Place by Waccamaw has closed three locations in our portfolio this year.
The closed Home Place stores are located at Cortlandt Towne Center, in
Cortlandt, NY, Kingston Overlook in Knoxville, TN and The Terrace in
Chattanooga, TN. We have released the Cortlandt store to Linens N' Things at
approximately the same rent with occupancy to occur no later than October 1 of
this year. The Kingston Overlook location currently has a temporary operator,
and we have strong interest from a number of retailers for The Terrace location
in Chattanooga.
Total bankruptcies since January 1 of this year have resulted in 52 stores
closed with 314,000 square feet representing $5.9 million in annual gross
rentals. Included in this number are the 20 Paul Harris locations that closed
their stores in late June. The Paul Harris stores total 99,000 square feet,
accounting for $2.6 million in total annual revenues. Other store closings due
to bankruptcies included Bugle Boy (4), Natural Wonders (10), Lechter's (8), and
Track-n-Trail (6). Our leasing team is focused on these prime mall locations due
to the significant impact to us. Our strategy is to release these vacancies to
temporary tenants for the holiday season while pursuing long-term permanent
replacements to generate higher rentals with more productive stores as well as
to improve the tenant mix in each center. Unfortunately, because of the weak
retail climate store closings will most likely continue - a real challenge for
our leasing division and specialty leasing program.
We are obviously impacted by these closings, but bankruptcies have always been a
part of the retailing business. Refinancing and interest savings will offset our
rental losses to a certain extent this year, but the store closings and downtime
until a new store opens will continue to impact our same center NOI growth. The
combined same center NOI growth for the portfolio was 2.5% for the quarter. The
core portfolio same center NOI growth was 0.8% and for the acquired properties
same center NOI growth was 7.3% based upon information provided by the previous
owner. We expect same center NOI for the year to be in the range of 3 - 4%
growth.
5
RETAIL SALES
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The economic slowdown has been in the headlines for months. Same store sales per
square-foot year to date decreased 1.0% versus a same store sales growth of 1.8%
the same period one year ago. Primarily in the southeast, our malls were
impacted by layoffs and the weak economy.
Occupancy costs as a percentage of sales for our combined portfolio was 13.5%
for the six months ending June 30, 2001 compared to 13.8% for the same period
one year ago.
LEASING
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During the first half of this year we signed 900,000 square feet of leases.
In the second quarter our leasing team leased 453,000 square feet of which
approximately 377,000 square feet represented leasing of comparable space in the
combined portfolio. This included 168,000 square feet in the core mall portfolio
with average renewal rents for the quarter increasing 5.7% over the prior base
and percentage rent in the malls, 27.4% in associated centers, and 5.3% in the
community centers. In the acquired portfolio we leased approximately 102,000
square feet of comparable space at an increase of 14.5% over the prior base and
percentage rent. Even though our leasing results exceeded our budgeted lease-up,
we still were not able to fully compensate for the high level of fall-out.
DEVELOPMENTS
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Currently we have 1.5 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; and
two community center expansions, Coastal Way, Spring Hill, FL and Chesterfield
Crossing, Richmond, VA. In addition our new corporate headquarters in
Chattanooga is under construction and will be completed in January of 2002. The
Company's share of these seven projects represents a total investment of
approximately $141 million, of which $112.3 million has been invested through
June 30, 2001. Construction loans are in place for these projects. Initial
unleveraged yields on these centers are expected to range from 9% to 11% after
management and development fees.
During the second quarter, we opened Creekwood Crossing a 404,000-square-foot
community center located in Bradenton, Florida. Creekwood Crossing opened at 97%
leased and committed with a yield of 11% based on a cost of $20 million.
On August 15 we will be holding the grand opening for The Lakes Mall in
Muskegon, Michigan. The mall will open 87% leased and committed. Featured
department stores for The Lakes Mall will be Younkers (106,000 square feet),
Sears (116,000 square feet) and JC Penney (107,000 square feet). In addition, (a
26,000 square-foot) Bed, Bath & Beyond will also be located in the mall.
Our mall development pipeline today includes the Mall of South Carolina in
Myrtle Beach, a 50/50 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 hope a decision will be made in the next
sixty days. Provided that construction commences within this time frame the mall
will open in the fall of 2003. We are also in the planning stages of a number of
other new mall and community center projects, which we expect to announce in the
near future.
6
ACQUISITIONS/DISPOSITIONS
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During the last quarter we sold a community center, Sand Lake Corners, with a
$554,000 gain and $8 million in proceeds after retiring the debt. This
transaction results in a reduction in FFO of $1.2 million per year, however this
is consistent with our strategy to redeploy capital in order to maximize our
return on 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.
TECHNOLOGY
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As far as technology we continue to pursue our strategy of using the Internet to
enhance our mall marketing efforts and to generate revenues to us. Our web pages
are being updated to add new functions, which are conveniences for our
customers. This effort has not required a significant investment on our part.
Also, we have made no technology investments and accordingly will not have any
technology write-offs.
Thank you Stephen.
Outlook Our outlook and focus is:
|X| On creating FFO from sources we control or that are within the retail
development horizon. We have not invested in businesses outside the
retail real estate sector.
|X| The recent tax cut by Congress will start to filter into consumers'
pockets starting in August and should have a marginal positive impact
on sales. Our mall marketing teams have developed aggressive campaigns
to seize this opportunity.
|X| Inventory and merchandising corrections are being made by retailers,
which we believe is a key for improved results for retailers in 2002.
|X| While bankruptcies will continue, the pace has slowed this quarter. We
do expect store closings to continue due to the weak economy but our
leasing and specialty leasing divisions are focused on meeting this
challenge.
|X| We continue to prefer non-recourse long-term debt for stabilized
properties. The term loans we recently completed give us the
opportunity to remodel, expand and improve those properties before we
place long-term non-recourse debt.
|X| Our entire organization is 100% focused on improving the performance at
our properties and at creating additional value for our shareholders
through acquisitions, new developments and other opportunities.
|X| Despite the short-term challenges presented by the economy we remain
confident in the long-term fundamentals of the shopping center business
and of our portfolio.
That concludes our conference call. We will be glad to answer questions.
7
Renewal Leasing Year To Date
Prior PSF
Rent & Percentage New PSF New PSF % Change %Change
Rent Rent-Initial Rent-Avg. Initial Average
Core Malls $20.79 $22.38 $23.07 7.6 11.0
Acquired Malls $26.15 $26.79 $27.13 2.4 3.8
Associated Centers 8.48 11.87 11.93 39.9 40.6
Community Centers 12.63 13.82 14.27 9.4 13.0
Total Leasing Compared to Tenants Vacating Year To Date
Leased Avg. Rate Vacated Avg. Rate
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Combined Malls 713,000 $26.22 386,000 $21.78
Associated Centers 37,000 13.61 16,000 13.45
Community Centers 150,000 12.33 38,000 9.97
8
CBL & Associates Properties, Inc.
Mortgage Loans Outstanding and Interest Rate
As Of June 30, 2001
Interest Balance
LOCATION PROPERTY Type Maturity Rate 06/30/2001
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ALBEMARLE, NC NORTHWOODS PLAZA Fixed Jun-2012 9.7500% 1,149,361
ASHEVILLE, NC ASHEVILLE MALL Fixed Apr-2002 6.5630% 78,211,942
BEAUMONT, TX PARKDALE MALL Var Jun-2003 5.5000% 45,000,000
BRADENTON, FL CREEKWOOD CROSSING Fixed Jun-2002 5.5600% 18,638,101
BROOKFIELD, WI BROOKFIELD MALL Fixed May-2005 7.4980% 75,910,790
BURNSVILLE, MN BURNSVILLE CENTER Fixed Aug-2010 8.0000% 73,692,704
CARY, NC CARY TOWNE CENTER Fixed Dec-2003 8.3650% 62,275,274
CHARLESTON, SC CITADEL MALL Var Sep-2001 5.1850% 8,500,000
CHARLESTON, SC CITADEL MALL Fixed May-2007 7.3900% 33,619,597
CHATTANOOGA, TN GUNBARREL POINTE Fixed Jan-2002 9.7500% 12,569,526
CHATTANOOGA, TN HAMILTON CORNER Fixed Aug-2011 10.1250% 2,980,956
CHATTANOOGA, TN HAMILTON PLACE Fixed Mar-2007 7.0000% 69,519,136
CHATTANOOGA, TN PARK PLACE Fixed Apr-2003 10.0000% 765,814
CHATTANOOGA, TN PERIMETER PLACE Fixed Jan-2008 10.6250% 1,311,247
CHATTANOOGA ,TN THE TERRACE Fixed Sep-2002 7.3000% 9,996,003
CHESTERFIELD, VA CHESTERFIELD CROSSING Fixed Dec-2002 7.7800% 7,092,784
CHEYENNE, WY FRONTIER MALL Fixed Dec-2001 10.0000% 927,074
CINCINNATI, OH EASTGATE MALL Fixed Dec-2001 7.5000% 42,376,828
CORTLANDT, NY CORTLANDT TOWN CENTER Fixed Aug-2008 6.9000% 51,464,655
DALTON, GA WALNUT SQUARE Fixed Feb-2008 10.1250% 693,702
DOUGLASVILLE, GA COSBY STATION Fixed Sep-2014 8.5000% 3,882,088
DOUGLASVILLE, GA ARBOR PLACE MALL Var Jun-2001 7.7500% 99,299,596
DOUGLASVILLE, GA THE LANDING Var Jun-2001 7.7500% 11,161,711
FAIRVIEW HEIGHTS, IL ST. CLAIR SQUARE Fixed Apr-2009 7.0000% 72,408,808
HATTIESBURG, MS TURTLE CREEK MALL Fixed Mar-2006 7.4000% 32,597,312
HENDERSON, NC HENDERSON SQUARE Fixed Apr-2014 7.5000% 6,171,940
HIGHPOINT, NC OAK HOLLOW MALL Fixed Feb-2008 7.3100% 49,029,371
HOUSTON, TX WILLOWBROOK PLAZA Var Aug-2001 5.9800% 34,678,570
HUDSON, NY GREENPORT TOWNE CENTER Fixed Sep-2014 9.0000% 4,086,444
HUNTSVILLE, AL MADISON PLAZA Fixed Feb-2004 10.1250% 1,332,350
HUNTSVILLE, AL MADISON SQUARE Fixed Mar-2002 9.2500% 47,416,007
JACKSON, TN OLD HICKORY MALL Fixed Jul-2002 8.2500% 21,973,627
JANESVILLE, WI JANESVILLE MALL Fixed Apr-2016 8.3750% 15,702,469
KNOXVILLE, TN SUBURBAN PLAZA Fixed Jan-2004 7.8750% 8,445,869
KNOXVILLE, TN CEDAR BLUFF CROSSING Fixed Aug-2007 10.6250% 1,073,182
LEXINGTON, KY FAYETTE MALL Fixed Jul-2011 7.0000% 98,000,000
LONGVIEW, NC LONGVIEW CROSSING Fixed Aug-2010 10.2500% 392,106
9
LANSING, MI MERIDIAN MALL Var Aug-2003 6.5008% 80,000,000
LOUISVILLE, KY JEFFERSON MALL Fixed Jul-2005 8.8290% 34,736,682
LOUSIVILLE, KY SPRINGHURST TOWNE CENTER Fixed Aug-2018 6.6500% 22,187,059
MERIDIAN, MS BONITA LAKES MALL Fixed Oct-2009 6.8200% 28,666,964
MERIDIAN, MS BONITA LAKES CROSSING Fixed Oct-2009 6.8200% 8,982,315
MIDLAND, MI MIDLAND MALL Var Jun-2003 5.5000% 35,000,000
MOBILE, AL SPRINGDALE MALL Var Nov-2001 7.7000% 21,533,864
MORRISTOWN, TN COLLEGE SQUARE Fixed Sep-2013 6.7500% 14,353,663
MT OLIVE, NJ SUTTON PLAZA Var Aug-2002 7.8700% 12,038,811
NASHUA, NH WILLOW SPRINGS PLAZA Fixed Aug-2007 9.7500% 4,317,602
NASHVILLE, TN COOLSPRINGS GALLERIA Fixed Oct-2010 8.2900% 63,996,860
NASHVILLE, TN HICKORY HOLLOW MALL Fixed Aug-2008 6.7700% 93,113,963
NASHVILLE, TN RIVERGATE MALL Fixed Aug-2008 6.7700% 75,254,116
NASHVILLE, TN COURTYARD AT HICKORY Fixed Aug-2008 6.7700% 4,334,915
NASHVILLE, TN VILLAGE AT RIVERGATE Fixed Aug-2008 6.7700% 3,554,630
N. CHARLESTON, SC NORTHWOODS MALL Fixed Feb-2004 9.5660% 41,951,113
NORTH HAVEN, CT NORTH HAVEN CROSSING Fixed Oct-2008 9.5500% 6,443,308
OAKRIDGE, TN BRIARCLIFF SQUARE Fixed Feb-2013 10.3750% 1,523,598
PLANT CITY, FL COLLINS PARK COMMONS Fixed Oct-2010 10.2500% 701,667
PORTLAND, ME BJ'S PLAZA Fixed Dec-2011 10.4000% 3,033,933
ROANOKE, VA SHENANDOAH CROSSING Fixed Aug-2010 10.2500% 492,893
ROCKFORD, IL CHERRYVALE MALL Fixed Jul-2006 7.3800% 48,632,550
SAGINAW, MI FASHION SQUARE MALL Fixed Sep-2006 8.6200% 38,885,206
SALEM, VA VALLEY COMMONS Fixed Oct-2010 10.2500% 852,069
SEABROOK, NH SEACOAST SHOPPING CENTER Fixed Sep-2002 9.7500% 5,355,223
SPARTANBURG, SC WESTGATE CROSSING Fixed Jul-2010 8.4200% 9,842,602
SPARTANBURG, SC WESTGATE MALL Fixed Feb-2002 6.9500% 45,926,347
SPRINGHILL, FL COASTAL WAY Var Dec-2002 7.8775% 7,572,003
ST. PETE, FL 34TH ST CROSSING Fixed Dec-2010 10.6250% 1,397,690
STROUD, PA STROUD MALL Fixed Dec-2010 8.4200% 32,393,230
UVALDE, TX UVALDE PLAZA Fixed Feb-2008 10.6250% 628,362
WALTERBORO, SC COLLETON SQUARE Fixed Aug-2010 9.3750% 879,078
WAUSAU, WI WAUSAU CENTER Fixed Dec-2010 6.7000% 14,368,630
WINSTON-SALEM, NC HANES MALL Fixed Jul-2008 7.3100% 117,380,418
YORK, PA YORK GALLERIA Fixed Dec-2010 8.3400% 51,825,728
DALTON, GA WALNUT SQUARE Fixed Feb-2008 9.0000% 389,000
-------------------
SUBTOTAL 2,036,893,036
CONSTRUCTION LOANS:
MUSKEGON, MI THE LAKES MALL Mar-2002 5.6200% 19,231,794
CHATTANOOGA, TN CBL CENTER Jan-2002 5.5863% 5,002,339
LANSING, MI MERIDIAN MALL Aug-2003 5.1010% 15,975,096
-------------------
SUBTOTAL 40,209,229
10
LINES OF CREDIT 5.9081% 241,014,221
TOTAL BALANCE SHEET 2,318,116,485
Plus CBL Share Of Equities
CLARKSVILLE, TN GOVERNOR'S SQUARE Fixed Sep-2016 8.2300% 16,223,088
COLUMBIA, SC COLUMBIA MALL Var Dec-2001 5.5000% 18,909,007
DEL RIO, TX PLAZA DEL SOL Fixed Nov-2002 9.1500% 2,462,113
HUNTSVILLE, AL PARKWAY PLACE Var Sep-2001 5.4295% 10,335,190
MADISON, WI EAST TOWNE MALL Fixed Jan-2007 8.0100% 14,114,696
MADISON, WI WEST TOWNE MALL Fixed Dec-2006 8.0100% 21,821,768
PADUCAH, KY KENTUCKY OAKS Fixed Jun-2007 9.0000% 16,178,239
-----------------
SUBTOTAL 100,044,102
LESS MINORITY INTEREST
CARY, NC CARY TOWNE CENTER Dec-2003 8.3650% (12,455,055)
CHATTANOOGA, TN ERMC II Dec-99 9.5000% (34,645)
CHATTANOOGA, TN HAMILTON CORNER Aug-2011 10.1250% (298,096)
CHATTANOOGA, TN HAMILTON PLACE Mar-2007 7.0000% (6,951,914)
CHATTANOOGA, TN THE TERRACE Aug-2011 7.3000% (799,680)
CHATTANOOGA, TN PARK PLACE Apr-2003 10.0000% (38,291)
HIGHPOINT, NC OAK HOLLOW MALL Apr-2009 7.3100% (12,257,343)
UVALDE, TX UVALDE PLAZA Feb-2008 10.6250% (157,090)
-----------------
SUBTOTAL (32,992,114)
TOTAL OBLIGATIONS 2,385,168,000
11
CBL & Associates Properties, Inc.
Consolidated Balance Sheets
(Preliminary subject to change )
(Unaudited, in thousands)
Year Ended December 31,
2001 2000
ASSETS
REAL ESTATE ASSETS:
Land $ 522,722 $ 290,366
Buildings and improvements 2,878,305 1,919,619
----------- -----------
3,401,027 2,209,985
Less: Accumulated depreciation (307,153) (271,046)
----------- -----------
3,093,874 1,938,939
Developments in progress 118,122 101,675
----------- -----------
Net investment in real estate 3,211,996 2,040,614
CASH AND CASH EQUIVALENTS 8,642 5,184
CASH IN ESCROW 7,936 -
RECEIVABLES:
Tenant, net of allowance for doubtful accounts
of $1854 in 2001 and 2000 35,051 29,641
Other 3,497 3,472
MORTGAGE NOTES RECEIVABLE 9,925 8,756
INVESTMENT IN UNCONSOLIDATED AFFILIATES 68,296 -
OTHER ASSETS 34,494 27,898
----------- -----------
$ 3,379,837 $ 2,115,565
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
MORTGAGE AND OTHER NOTES PAYABLE 2,318,113 1,424,337
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 67,353 78,228
----------- -----------
Total liabilities 2,385,466 1,502,565
COMMITMENTS AND CONTINGENCIES
DISTRIBUTION AND LOSSES IN EXCESS OF INVESTMENT
IN UNCONSOLIDATED AFFILIATES - 3,510
MINORITY INTERESTS 458,454 174,665
----------- -----------
SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 per value, 5,000,000 shares authorized,
2,875,000 shares issued and outstanding in 2001 and 2000 29 29
Common Stock, $.01 per value, 95,000,000 shares authorized,
25,512,107 and 25,0625587 shares issued and outstanding
in 2001 and 2000, respectively 255 251
Additional paid-in capital 553,471 462,480
Other comprehensive loss (3,741) --
Accumulated deficit (14,097) (27,935)
----------- -----------
Total Shareholders' equity 535,917 434,825
----------- -----------
$ 3,379,837 $ 2,115,565
=========== ===========
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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: June 25, 2001
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