Securities Exchange Act of 1934 -- Form 10-Q
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended to
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Commission File Number 1-12494
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CBL & Associates Properties, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 62-1545718
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Park Place, 6148 Lee Highway, Chattanooga, TN 37421
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)(423) 855-0001
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(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of each of the registrants classes of
common stock, as of August 6, 1999 : Common Stock, par value $.01 per share,
24,710,702 Shares.
-1-
CBL & Associates Properties, Inc.
INDEX
PART I FINANCIAL INFORMATION PAGE NUMBER
-----------
ITEM 1: FINANCIAL INFORMATION 3
CONSOLIDATED BALANCE SHEETS - AS OF JUNE 30, 4
1999 AND DECEMBER 31, 1998
CONSOLIDATED STATEMENTS OF OPERATIONS - FOR 5
THE THREE MONTHS ENDED JUNE 30, 1999 AND
1998 AND FOR THE SIX MONTHS ENDED JUNE 30,
1999 AND 1998
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR 6
THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7
ITEM 2: MANAGEMENT'S DISCUSSION AND 10
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
PART II OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS 22
ITEM 2: CHANGES IN SECURITIES 22
ITEM 3: DEFAULTS UPON SENIOR SECURITIES 22
ITEM 4: SUBMISSION OF MATTERS TO HAVE A 22
VOTE OF SECURITY HOLDERS
ITEM 5: OTHER INFORMATION 22
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 22
SIGNATURE 23
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CBL & Associates Properties, Inc.
ITEM 1 - FINANCIAL INFORMATION
The accompanying financial statements are unaudited; however, they have
been prepared in accordance with generally accepted accounting principles for
interim financial information and in conjunction with the rules and regulations
of the Securities and Exchange Commission. Accordingly, they do not include all
of the disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting solely of normal recurring matters) necessary for a fair
presentation of the financial statements for these interim periods have been
included. The results for the interim period ended June 30, 1999 are not
necessarily indicative of the results to be obtained for the full fiscal year.
These financial statements should be read in conjunction with the CBL &
Associates Properties, Inc. (the "Company") December 31, 1998 audited financial
statements and notes thereto included in the CBL & Associates Properties, Inc.
Form 10-K for the year ended December 31, 1998.
-3-
CBL & Associates Properties, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
(UNAUDITED)
June 30, December 31,
1999 1998
---- ----
ASSETS
Real estate assets:
Land $ 266,693 $265,521
Buildings and improvements 1,632,677 1,609,831
--------- ---------
1,899,370 1,875,352
Less: Accumulated depreciation (201,786) (177,055)
--------- ---------
1,697,584 1,698,297
Developments in progress 165,743 107,491
--------- ---------
Net investment in real estate assets 1,863,327 1,805,788
Cash and cash equivalents 8,211 5,827
Receivables:
Tenant 16,100 17,337
Other 1,774 2,076
Mortgage notes receivable 9,644 9,118
Other assets 17,012 15,201
--------- ---------
$1,916,068 $1,855,347
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable $1,260,600 $1,208,204
Accounts payable and accrued liabilities 62,022 62,466
--------- ---------
Total liabilities 1,322,622 1,270,670
--------- ---------
Distributions and losses in excess of investment
in unconsolidated affiliates 4,806 855
--------- ---------
Minority interest 169,330 168,040
--------- ---------
Commitments and contingencies (Note 2)
Shareholders' Equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized,
2,875,000 outstanding in 1999 and 1998 29 29
Common stock, $.01 par value, 95,000,000 shares authorized,
24,700,480 and 24,590,936 shares issued and outstanding
in 1999 and 1998, respectively 247 246
Additional paid - in capital 454,605 452,252
Accumulated deficit (35,207) (36,235)
Deferred compensation (364) (510)
--------- ---------
Total shareholders' equity 419,310 415,782
--------- ---------
$1,916,068 $1,855,347
========= =========
<FN>
The accompanying notes are an integral part of these balance sheets.
</FN>
-4-
CBL & Associates Properties, Inc.
Consolidated Statements Of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ -----------------------
1999 1998 1999 1998
-------- -------- -------- --------
REVENUES:
Rentals:
Minimum $ 48,690 $ 37,967 $ 96,552 $ 74,020
Percentage 1,670 1,154 4,902 2,829
Other 594 387 1,408 820
Tenant reimbursements 20,981 16,552 41,655 32,003
Management, development and leasing fees 969 723 2,009 1,419
Interest and other 1,287 616 2,213 1,364
-------- -------- -------- --------
Total revenues 74,191 57,399 148,739 112,455
-------- -------- -------- --------
EXPENSES:
Property operating 11,682 9,480 23,165 18,324
Depreciation and amortization 12,890 9,720 25,566 18,875
Real estate taxes 6,332 5,290 13,287 10,252
Maintenance and repairs 4,208 3,295 8,270 6,295
General and administrative 3,531 2,730 7,357 5,731
Interest 19,665 15,042 39,436 28,817
Other 146 3 888 9
-------- -------- -------- --------
Total expenses 58,454 45,560 117,969 88,303
-------- -------- -------- --------
Income from operations 15,737 11,839 30,770 24,152
Gain on sales of real estate assets 3,767 581 8,568 2,512
Equity in earnings of unconsolidated affiliates 806 431 1,741 1,168
Minority interest in earnings:
Operating partnership (5,457) (3,604) (12,115) (7,777)
Shopping center properties (297) (99) (662) (308)
-------- -------- -------- --------
Net income 14,556 9,148 28,302 19,747
Preferred dividends (1,617) -- (3,234) --
-------- -------- -------- --------
Net income available to common shareholders $ 12,939 $ 9,148 $ 25,068 19,747
======== ======== ======== ========
Basic per share data:
NET INCOME $ 0.53 $ 0.38 $ 1.02 $ 0.82
======== ======== ======== ========
Weighted average common shares 24,629 24,079 24,602 24,075
outstanding ======== ======== ======== ========
Diluted per share data:
NET INCOME $ 0.52 $ 0.38 $ 1.01 $ 0.81
======== ======== ======== ========
Weighted average common shares and 24,871 24,311 24,835 24,308
potential dilutive common shares ======== ======== ======== ========
outstanding
<FN>
The accompanying notes are an integral part of these statements.
</FN>
-5-
CBL & Associates Properties, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
(UNAUDITED)
Six Months
Ended June 30,
-----------------------
1999 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $28,302 $19,747
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest in earnings 12,777 8,085
Depreciation 21,203 15,985
Amortization 4,997 3,452
Gain on sales of real estate assets (8,568) (2,512)
Equity in earnings of unconsolidated affiliates (1,741) (1,168)
Distributions from unconsolidated affiliates 8,595 2,182
Issuance of stock under incentive plan 36 265
Amortization of deferred compensation 249 222
Write-off of development projects 888 9
Distributions to minority investors (11,276) (8,754)
Changes in assets and liabilities -
Tenant and other receivables 1,539 (1,900)
Other assets (2,641) (2,127)
Accounts payable and accrued liabilities (1,606) 624
-------- --------
Net cash provided by operating activities 52,754 34,110
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction of real estate assets and land acquisition (76,717) (55,044)
Acquisition of real estate assets -- (184,661)
Capitalized interest (3,083) (2,467)
Other capital expenditures (8,610) (8,485)
Deposits in escrow -- 66,108
Proceeds from sales of real estate assets 14,249 6,316
Additions to mortgage notes receivable (1,360) (1,478)
Payments received on mortgage notes receivable 834 1,234
Advances and investments in unconsolidated affiliates (2,846) (643)
-------- --------
Net cash used in investing activities (77,533) (179,120)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other notes payable 126,463 189,663
Principal payments on mortgage and other notes payable (74,067) (89,147)
Additions to deferred financing costs (779) (700)
Proceeds from issuance of preferred stock -- 70,175
Proceeds from issuance of common stock 769 155
Proceeds from exercise of stock options 1,446 --
Dividends paid (26,669) (21,843)
-------- --------
Net cash provided by financing activities 27,163 148,303
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS 2,384 3,293
CASH AND CASH EQUIVALENTS, beginning of period 5,827 3,124
-------- --------
CASH AND CASH EQUIVALENTS, end of period $8,211 $6,417
======== ========
Cash paid for interest, net of amounts capitalized $39,117 $27,751
======== ========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
-6-
CBL & Associates Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 - Unconsolidated Affiliates
At June 30, 1999, the Company had investments in five partnerships all of
which are reflected using the equity method of accounting. Condensed combined
results of operations for the unconsolidated affiliates are presented as follows
(dollars in thousands):
Company's Share
Total For The For The
Six Months Ended Six Months Ended
June 30, June 30,
------------------ -------------------
1999 1998 1999 1998
------- ------- ------ -------
Revenues $13,638 $11,251 $6,718 $5,526
------- ------- ------ ------
Depreciation and amortization 1,587 674 779 332
Interest expense 4,213 4,041 2,074 1,984
Other operating expenses 4,293 4,145 2,124 2,042
----- ----- ----- -----
Net income $3,545 $2,391 $1,741 $1,168
====== ====== ====== ======
Note 2 - Contingencies
The Company is currently involved in certain litigation arising in the
ordinary course of business. In the opinion of management, the pending
litigation will not materially affect the financial statements of the Company.
Additionally, based on environmental studies completed to date on the real
estate properties, management believes any exposure related to environmental
cleanup will not be significant to the financial position and results of
operations of the Company.
-7-
Note 3 - Credit Agreements
The Company has credit facilities of $230 million of which $68.7 million is
available at June 30, 1999. Outstanding amounts under the credit facilities bear
interest at a weighted average interest rate of 6.25% at June 30, 1999. The
Company's variable rate debt as of June 30, 1999 was $499 million with a
weighted average interest rate of 6.40% as compared to 6.73% as of June 30,
1998. Through the execution of interest rate swap agreements, the Company has
fixed the interest rates on $314 million of variable rate debt on operating
properties at a weighted average interest rate of 6.55%. There were no fees
charged to the Company related to these swap agreements. Of the Company's
remaining variable rate debt of $185 million, interest rate caps are in place on
$100 million leaving $85 million of debt subject to variable rates. The
Company's variable rate debt is limited to construction properties with no debt
subject to variable rates on operating properties. The Company's swap agreements
in place at June 30, 1999 are as follows:
Swap Amount
(in millions) Fixed LIBOR Component Effective Date Expiration Date
------------- --------------------- -------------- ---------------
$65 5.72% 01/07/98 01/07/2000
81 5.54% 02/04/98 02/04/2000
50 5.70% 06/15/98 06/15/2001
38 5.73% 06/26/98 06/30/2001
80 5.49% 09/01/98 09/01/2001
At June 30, 1999, the Company had an interest rate cap of 7.5% on $100
million of LIBOR-based variable rate debt.
Note 4 - Segment Information
Management of the Company measures performance and allocates resources
according to property type, which are determined based on differences such as
nature of tenants, capital requirements, economic risks and leasing terms.
Rental income and tenant reimbursements from tenant leases provide the majority
of revenues from all segments. Information on management's reportable segments
is presented as follows (in thousands):
Associated Community
Three Months Ended June 30, 1999 Malls Centers Centers All Other Total
- ------------------------------------- ----- ------- ------- --------- -----
Revenues $ 54,403 $3,009 $14,594 $ 2,185 $ 74,191
Property operating expenses (1) (19,305) (484) (2,558) 125 (22,222)
Interest expense (14,970) (647) (3,032) (1,016) (19,665)
Gain on sales of real estate assets - - - 3,767 3,767
-------- ------- ------- ------- --------
Segment profit and loss 20,128 1,878 9,004 5,061 36,071
======== ======= ======= =======
Depreciation and amortization (12,890)
General and administrative and other (3,677)
Equity in earnings and minority
interest adjustment (4,948)
--------
Net income $14,556
========
Capital expenditures (2) $ 7,875 $ 535 $6,568 $34,541 $49,519
-8-
Associated Community
Three Months Ended June 30, 1998 Malls Centers Centers All Other Total
- ------------------------------------- ----- ------- ------- --------- -----
Revenues $ 40,596 $2,215 $13,096 $ 1,492 $ 57,399
Property operating expenses (1) (15,015) (804) (5,230) 2,984 (18,065)
Interest expense (10,539) (330) (3,054) (1,119) (15,042)
Gain on sales of real estate assets 216 - - 365 581
-------- ------- ------- ------- --------
Segment profit and loss 15,258 1,081 4,812 3,722 24,873
======== ======= ======= =======
Depreciation and amortization (9,720)
General and administrative and other (2,733)
Equity in earnings and minority
interest adjustment (3,272)
--------
Net income $ 9,148
========
Capital expenditures (2) $49,358 $3,948 $10,173 $13,870 $77,349
Associated Community
Six Months Ended June 30, 1999 Malls Centers Centers All Other Total
- ------------------------------------- ----- ------- ------- --------- -----
Revenues $110,015 $5,914 $28,631 $4,179 $148,739
Property operating expenses (1) (38,587) (963) (3,046) (2,126) (44,722)
Interest expense (29,548) (1,274) (5,813) (2,801) (39,436)
Gain on sales of real estate assets 381 - 404 7,783 8,568
-------- ------- ------- ------- --------
Segment profit and loss 42,261 3,677 20,176 7,035 73,149
======== ======= ======= =======
Depreciation and amortization (25,566)
General and administrative and other (8,245)
Equity in earnings and minority
interest adjustment (11,036)
--------
Net income $28,302
========
Total assets (2) $1,241,259 $82,462 $427,554 $164,793 $1,916,068
Capital expenditures (2) $11,357 $2,209 $8,753 $59,951 $82,270
Associated Community
Six Months Ended June 30, 1998 Malls Centers Centers All Other Total
- ------------------------------------- ----- ------- ------- --------- -----
Revenues $79,174 $4,391 $26,192 $2,698 $112,455
Property operating expenses (1) (28,131) (804) (5,230) (706) (34,871)
Interest expense (20,238) (689) (5,990) (1,900) (28,817)
Gain on sales of real estate assets 216 - - 2,296 2,512
-------- ------- ------- ------- --------
Segment profit and loss 31,021 2,898 14,972 2,388 51,279
======== ======= ======= =======
Depreciation and amortization (18,875)
General and administrative and other (5,740)
Equity in earnings and minority
interest adjustment (6,917)
--------
Net income $19,747
========
Total assets (2) $871,671 $66,627 $397,429 $77,332 $1,413,059
Capital expenditures (2) $201,725 $6,045 $15,358 $21,706 $244,834
<FN>
(1) Property operating expenses includes property operating expenses,
real estate taxes, and maintenance and repairs.
(2) Developments in progress are included in the "All Other" category.
</FN>
-9-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with CBL & Associates
Properties, Inc. Consolidated Financial Statements and Notes thereto.
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 results, financial and otherwise, may differ materially from the events
and results discussed in the forward-looking statements. We direct you to the
Company's other 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.
GENERAL BACKGROUND
CBL & Associates Properties, Inc. (the "Company") Consolidated Financial
Statements and Notes thereto reflect the consolidated financial results of CBL &
Associates Limited Partnership (the "Operating Partnership") which includes at
June 30, 1999, the operations of a portfolio of properties consisting of
twenty-four regional malls, thirteen associated centers, eighty-two community
centers, an office building, joint venture investments in four regional malls
and one associated center, and income from six mortgages (the "Properties"). The
Operating Partnership also has one mall, one associated center, three community
centers and two expansions currently under construction and options to acquire
certain shopping center development sites. The consolidated financial statements
also include the accounts of CBL & Associates Management, Inc. (the "Management
Company").
The Company classifies its regional malls into two categories - malls which
have completed their initial lease-up ("Stabilized Malls") and malls which are
in their initial lease-up phase ("New Malls"). The New Mall category is
presently comprised of a redevelopment project Springdale Mall in Mobile,
Alabama, the recently opened Bonita Lakes Mall in Meridian, Mississippi and
Parkway Place Mall in Huntsville, Alabama which was acquired in December 1998
and is being redeveloped in a joint venture with a third party.
In July 1999, the Company acquired York Galleria in York, Pennsylvania. The
purchase price of $68.5 million was funded from a mortgage loan in the amount of
$51.1 million and $30 million in proceeds from the Company's disposition of two
department stores, and two free-standing community centers. The balance of the
proceeds from the dispositions of $12.6 million were used to pay down the
Company's credit lines.
The State of Tennessee has recently enacted legislation that would extend
franchise and excise taxes to limited partnerships for tax years ending in 2000.
The Company's has not determined the impact of the new legislation on its
operations in Tennessee.
-10-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
RESULTS OF OPERATIONS
Operational highlights for the three monthsand six months ended June 30,
1999 as compared to June 30, 1998 are as follows:
SALES
Mall shop sales, for those tenants who have reported, in the twenty-five
Stabilized Malls in the Company's portfolio increased by 5.0% on a comparable
per square foot basis.
Six Months Ended June 30,
-------------------------
1999 1998
---- ----
Sales per square foot $120.91 $115.15
Total sales volume in the mall portfolio, including New Malls, increased
6.2% to $670.7 million for the six months ended June 30, 1999 from $631.6
million for the six months ended June 30, 1998.
Occupancy costs as a percentage of sales for the six months ended June 30,
1999 and 1998 for the Stabilized Malls were 13.2% and 12.9%, respectively.
Occupancy costs were 11.2%, 11.2% and 11.5% for the years ended December 31,
1998, 1997, and 1996, respectively. Occupancy costs as a percentage of sales are
generally higher in the first three quarters of the year as compared to the
fourth quarter due to the seasonality of retail sales.
OCCUPANCY
Occupancy for the Company's overall portfolio was as follows:
At June 30,
-----------------------
1999 1998
---- ----
Stabilized malls 92.0% 91.9%
New malls 82.8 90.5
Associated centers 91.7 88.8
Community centers 96.6 97.6
----- -----
Total Portfolio 93.5% 94.2%
----- -----
Occupancy in the new mall category has been affected by the inclusion of
two properties that are being redeveloped Parkway Place in Huntsville, Alabama
and Springdale Mall in Mobile, Alabama. Excluding Parkway Place and Springdale,
new mall occupancy at the end of the quarter would have been 98.8% and total
portfolio occupancy would have been 94.1%.
-11-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
AVERAGE BASE RENT
Average base rents for the Company's three portfolio categories were as
follows:
At June 30,
-----------------------
1999 1998
---- ----
Malls $19.95 $19.01
Associated centers 9.61 9.62
Community centers 8.10 8.00
LEASE ROLLOVERS
On spaces previously occupied, the Company achieved the following results
from rollover leasing for the six months ended June 30, 1999 compared to the
base and percentage rent previously paid:
Per Square Per Square
Foot Rent Foot Rent Percentage
Prior Lease (1) New Lease (2) Increase
--------------- ------------- ----------
Malls $22.51 $26.25 16.6%
Associated centers 7.75 8.76 13.0%
Community centers 7.87 8.15 3.6%
<FN>
(1) - Rental achieved for spaces previously occupied at the end of the lease
including percentage rent.
(2) - Average base rent over the term of the lease.
</FN>
For the six months ended June 30, 1999, malls represented 76.1% of total
revenues from all properties; revenues from associated centers represented 3.9%;
revenues from community centers represented 17.9%; and revenues from mortgages
and the office building represented 2.1%. Accordingly, revenues and results of
operations are disproportionately impacted by the malls' achievements.
The shopping center business is somewhat seasonal in nature with tenant
sales achieving the highest levels during the fourth quarter because of the
holiday season. The malls earn most of their "temporary" rents (rents from
short-term tenants) during the holiday period. Thus, occupancy levels and
revenue production are generally the highest in the fourth quarter of each year.
Results of operations realized in any one quarter may not be indicative of the
results likely to be experienced over the course of the fiscal year.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 TO
THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998
Total revenues for the three months ended June 30, 1999 increased by $16.8
million, or 29.3%, to $74.2 million as compared to $57.4 million in 1998.
Minimum rents increased by $10.7 million, or 28.2%, to $48.7 million as compared
to $38.0 million in 1998, and tenant reimbursements increased by $4.4 million,
or 26.8%, to $21.0 million in 1999 as compared to $16.6 million in 1998.
Percentage rents increased by $0.5 million, or 44.7%, to $1.7 million as
compared to $1.2 million in 1998.
-12-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Management, leasing and development fees increased by $0.2 million, or
34.0%, to $1.0 million as compared to $0.7 million in 1998. This increase is
primarily due to increases in fees earned in the co-development program and
increases in management fees.
Approximately $13.8 million of the increase in revenues resulted from
operations at the eleven new centers opened or acquired during the past eighteen
months. These centers consist of:
Opening/
Project Name Location Total GLA Type of Addition Acquisition Date
- ------------ -------- --------- ---------------- ----------------
Sterling Creek Commons Portsmouth, Virginia 65,000 New Development June 1998
Stroud Mall Stroudsburg, Pennsylvania 427,000 Acquisition April 1998
Hickory Hollow Mall Nashville, Tennessee 1,096,000 Acquisition July 1998
Courtyard at Hickory Hollow Nashville, Tennessee 77,000 Acquisition July 1998
Rivergate Mall Nashville, Tennessee 1,074,000 Acquisition July 1998
Village at Rivergate Nashville, Tennessee 166,000 Acquisition July 1998
Lions Head Village Nashville, Tennessee 93,000 Acquisition July 1998
Janesville Mall Janesville, Wisconsin 609,000 Acquisition August 1998
Meridian Mall Lansing, Michigan 767,000 Acquisition August 1998
Fiddler's Run Morganton, North Carolina 203,000 New Development March 1999
Sand Lake Corners Orlando, Florida 559,000 New Development June/July 1999
Approximately $3.0 million of the increase in revenues resulted from
improved operations and occupancies in the existing centers. The majority of
these increases were generated at Cortlandt Towne Center in Cortlandt, New York
and St. Clair Square in Fairview Heights, Illinois.
Property operating expenses, including real estate taxes and maintenance
and repairs increased in the second quarter of 1999 by $4.2 million or 23.0% to
$22.2 million as compared to $18.1 million in the second quarter of 1998. This
increase is primarily the result of the addition of the eleven new centers
referred to above.
Depreciation and amortization increased in the second quarter of 1999 by
$3.2 million or 32.6% to $12.9 million as compared to $9.7 million in the second
quarter of 1998. This increase is primarily due to the addition of the eleven
new centers referred to above.
Interest expense increased in the second quarter of 1999 by $4.6 million,
or 30.7% to $19.7 million as compared to $15.0 million in 1998. This increase is
primarily due to the additional interest on the eleven centers added during the
last eighteen months referred to above.
The gain on sales of real estate assets increased in the second quarter of
1999 by $3.2 million, to $3.8 million as compared to $0.5 million in 1998. The
majority of gain on sales in the second quarter of 1999 were from anchor pad
sales at the development project Chesterfield Crossing in Richmond, Virginia and
outparcel sales at The Landing at Arbor Place in Douglasville, Georgia.
Equity in earnings of unconsolidated affiliates increased in the second
quarter of 1999 by $0.4 million to $0.8 million from $0.4 million in the second
quarter of 1998 primarily due to the acquisition of a 50% interest in Parkway
Place in Huntsville, Alabama.
-13-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 TO
THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998
Total revenues for the six months ended June 30, 1999 increased by $36.3
million, or 32.3%, to $148.7 million as compared to $112.5 million in 1998. Of
this increase, minimum rents increased by $22.5 million, or 30.4%, to $96.6
million as compared to $74.0 million in 1998, and tenant reimbursements
increased by $9.7 million, or 30.2%, to $41.7 million in 1999 as compared to
$32.0 million in 1998.
Improved occupancies and operations and increased rents in the Company's
operating portfolio generated $6.5 million of increased revenues. The majority
of these increases were generated at Cortlandt Towne Center in Cortlandt, New
York and St. Clair Square in Fairview Heights, Illinois. New revenues of $29.8
resulted from operations at the twelve new centers opened or acquired during the
past eighteen months. These centers are as follows:
Opening/
Project Name Location Total GLA Type of Addition Acquisition Date
- ------------ -------- --------- ---------------- ----------------
Sterling Creek Commons Portsmouth, Virginia 65,000 New Development June 1998
Burnsville Center Minneapolis (Burnsville), 1,070,000 Acquisition February 1998
Minnesota
Stroud Mall Stroudsburg, Pennsylvania 427,000 Acquisition April 1998
Hickory Hollow Mall Nashville, Tennessee 1,096,000 Acquisition July 1998
Courtyard at Hickory Hollow Nashville, Tennessee 77,000 Acquisition July 1998
Rivergate Mall Nashville, Tennessee 1,074,000 Acquisition July 1998
Village at Rivergate Nashville, Tennessee 166,000 Acquisition July 1998
Lions Head Village Nashville, Tennessee 93,000 Acquisition July 1998
Janesville Mall Janesville, Wisconsin 609,000 Acquisition August 1998
Meridian Mall Lansing, Michigan 767,000 Acquisition August 1998
Fiddler's Run Morganton, North Carolina 203,000 New Development March 1999
Sand Lake Corners Orlando, Florida 559,000 New Development June/July 1999
Management, leasing and development fees increased by $0.6 million to $2.0
million in the first six months of 1999 as compared to $1.4 million in 1998.
This increase was primarily due to fees earned in the Company's co-development
program and increases in management fees on managed properties.
Property operating expenses, including real estate taxes and maintenance
and repairs, increased in the first six months of 1999 by $9.9 million, or
28.2%, to $44.7 million as compared to $34.9 million in 1998. This increase is
primarily the result of the addition of the twelve new centers referred to
above.
Depreciation and amortization increased in the first six months of 1999 by
$6.7 million, or 35.4%, to $25.6 million as compared to $18.9 million in 1998.
This increase is primarily the result of the addition of the twelve new centers
referred to above.
-14-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Interest expense increased in the first six months of 1999 by $10.6
million, or 36.8%, to $39.4 million as compared to $28.8 million in 1998. This
increase is primarily the result of interest on debt related to the addition of
the twelve new centers referred to above. The gain on sales of real estate
assets increased for the six months ended June 30, 1999 by $6.1 million to $8.6
million as compared to $2.5 million in 1998. Gain on sales in the first six
months of 1999 was in connection with outparcel sales at the Company's
development in Sand Lake Corners in Orlando, Florida and The Landing at Arbor
Place in Douglasville, Georgia and anchor pad sales at Chesterfield Crossing in
Richmond, Virginia which is now under construction. The gain on sales in the
first six months of 1998 were for outparcel sales at the Company's developments
in Springhurst Towne Center in Louisville, Kentucky and Sterling Creek Commons
in Portsmouth, Virginia.
Equity in earnings of unconsolidated affiliates increased in the first six
months of 1999 by $0.6 million to $1.7 million from $1.2 million in the first
six months of 1998 primarily due to the acquisition of a 50% interest in Parkway
Place in Huntsville, Alabama and improved operations at existing equity centers.
LIQUIDITY AND CAPITAL RESOURCES
The principal uses of the Company's liquidity and capital resources have
historically been for property development, expansion and renovation programs,
acquisitions and debt repayment. To maintain its qualification as a real estate
investment trust under the Internal Revenue Code, the Company is required to
distribute to its shareholders at least 95% of its "Real Estate Investment Trust
Taxable Income" as defined in the Internal Revenue Code of 1986, as amended (the
"Code").
As of August 1, 1999, the Company had $55.0 million available in unfunded
construction and redevelopment loans to be used for completion of the
construction and redevelopment projects and replenishment of working capital
previously used for construction. Additionally, as of August 1, 1999, the
Company had obtained revolving credit lines and term loans totaling $230.0
million of which $51.2 million was available. As a publicly traded company, the
Company has access to capital through both the public equity and debt markets.
The Company has filed a Shelf Registration authorizing shares of the Company's
preferred stock and common stock and warrants to purchase shares of the
Company's common stock with an aggregate public offering price of up to $350
million with $278 million remaining after the Company's preferred stock offering
on June 30, 1998. The Company anticipates that the combination of these sources
will, for the foreseeable future, provide adequate liquidity to enable it to
continue its capital programs substantially as in the past and make
distributions to its shareholders in accordance with the Code's requirements
applicable to real estate investment trusts.
Management expects to refinance the majority of the mortgage notes payable
maturing over the next five years with replacement loans.
-15-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
The Company's policy is to maintain a conservative debt to total market
capitalization ratio in order to enhance its access to the broadest range of
capital markets, both public and private. The Company's current capital
structure includes property specific mortgages, which are generally
non-recourse, revolving lines of credit, common stock, preferred stock and a
minority interest in the Operating Partnership. The minority interest in the
Operating Partnership represents the 25.7% ownership interest in the Operating
Partnership held by the Company's executive and senior officers which may be
exchanged for approximately 9.4 million shares of common stock. Additionally,
Company executive officers and directors own approximately 1.7 million shares of
the outstanding common stock of the Company, for a combined total interest in
the Operating Partnership of approximately 30.4%. Ownership interests issued to
fund acquisitions in 1998 may be exchanged for approximately 2.4 million shares
of common stock which represents a 6.5% interest in the Operating Partnership.
Assuming the exchange of all limited partnership interests in the Operating
Partnership for common stock, there would be outstanding approximately 36.6
million shares of common stock with a market value of approximately $965.4
million at June 30, 1999 (based on the closing price of $26.375 per share on
June 30, 1999). The Company's total market equity is $1.036 billion which
includes 2.9 million shares of preferred stock at the closing price of $24.625
per share on June 30, 1999. Company executive and senior officers' ownership
interests had a market value of approximately $258.6 million at June 30, 1999.
Mortgage debt consists of debt on certain consolidated properties as well
as on three properties in which the Company owns a non-controlling interest and
is accounted for under the equity method of accounting. At June 30, 1999, the
Company's share of funded mortgage debt on its consolidated properties adjusted
for minority investors' interests in nine properties was $1.239 billion and its
pro rata share of mortgage debt on unconsolidated properties (accounted for
under the equity method) was $45.9 million for total debt obligations of $1.285
billion with a weighted average interest rate of 7.02%.
The Company's total conventional fixed rate debt as of June 30, 1999 was
$785.5 million with a weighted average interest rate of 7.41% as compared to
8.07% as of June 30, 1998.
The Company's variable rate debt as of June 30, 1999 was $499.0 million
with a weighted average interest rate of 6.39% as compared to 6.73% as of June
30, 1998. Through the execution of swap agreements, the Company has fixed the
interest rates on $314 million of debt on operating properties at a weighted
average interest rate of 6.55%. Of the Company's remaining variable rate debt of
$185.0 million, an interest rate cap in place of $100.0 million leaves only
$85.0 million of debt subject to variable rates. Interest on this $85.0 million
of variable rate debt is capitalized to projects currently under construction
leaving no variable rate debt exposure on operating properties as of June 30,
1999. There were no fees charged to the Company related to its swap agreements.
The Company's swap and cap agreements in place at June 30, 1999 are as follows:
Swap /Cap Amount
(in millions) Fixed LIBOR Component Effective Date Expiration Date
------------- --------------------- -------------- ---------------
$65 5.72% 01/07/98 01/07/2000
81 5.54% 02/04/98 02/04/2000
50 5.70% 06/15/98 06/15/2001
38 5.73% 06/26/98 06/26/2001
80 5.49% 09/01/98 09/01/2001
100 7.50% 01/01/99 01/05/2000
Based on the debt (including construction projects) and the market value of
equity described above, the Company's debt to total market capitalization (debt
plus market value equity) ratio was 55.4% at June 30, 1999.
-16-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
DEVELOPMENT, EXPANSIONS AND ACQUISITIONS
Development projects under construction and scheduled to open during 1999
are: Arbor Place Mall in Douglasville, Georgia, a suburb of Atlanta, is
scheduled to open in October 1999. This 1,035,000-square-foot regional mall
includes Dillard's, Parisian and Sears and big-box retailers such as Border's
Books, Bed Bath & Beyond and Old Navy. The Company developed and has sold a
Regal Cinema in Jacksonville, Florida, a 83,000-square-foot free-standing
building, which will open in November 1999.
The Company also has under construction Chesterfield Crossing in Richmond,
Virginia, a 441,000-square-foot community center, Coastal Way in Spring Hill,
Florida a 233,000-square-foot community center and a 28,000-square-foot
expansion of Sutton Plaza in Mt. Olive, New Jersey. The Company currently has
under development The Mall of South Carolina in Myrtle Beach, South Carolina, a
1,095,000-square-foot regional mall and Parkway Place in Huntsville, Alabama, a
822,000-square-foot redevelopment that was acquired in December 1998. Both of
these mall projects depend on the Company's ability to obtain tax increment
financing and other governmental approvals.
In March 1999, the Company opened Fiddler's Run in Morganton, North
Carolina, a 203,000-square-foot community center. The center opened 100% leased
and committed. In July 1999, the Company opened a new Sears department store
addition at Lakeshore Mall in Sebring, Florida and in August 1999 the balance of
phase I of Sand Lake Corners in Orlando, Florida, a 594,000-square-foot
community center. A 38,000-square-foot second phase of Sand Lake Corners will
open in February 2000. In August 1999 the Company opened The Landing at Arbor
Place in Douglasville, Georgia a 165,000-square-foot associated center adjacent
to Arbor Place Mall.
The Company has entered into standby purchase agreements with third-party
developers (the "Developers") for the construction, development and potential
ownership of community centers in Georgia and Texas (the "Co-Development
Projects"). The Developers have utilized these standby purchase agreements to
assist in obtaining financing to fund the construction of the Co-Development
Projects. The standby purchase agreements, which expire in 1999 and 2000,
provide for certain requirements or contingencies to occur before the Company
becomes obligated to fund its equity contribution or purchase the Co-Development
Project. These requirements or contingencies include certain completion
requirements, rental levels, the inability of the Developers to obtain adequate
permanent financing and the inability to sell the Co-Development Project. In
return for its commitment to purchase a Co-Development Project pursuant to a
standby purchase agreement, the Company receives a fee as well as a
participation interest in either the cash flow or gains from sale on each
Co-Development Project. The outstanding amount on standby purchase agreements
was $116.4 million at June 30, 1999. Subsequent to the end of the quarter in
August 1999 the Company was released from a commitment of $43.1 million. The
Company received a fee for this release.
The Company has entered into a number of option agreements for the
development of future regional malls and community centers. Except for these
projects and as further described below, the Company currently has no other
material capital commitments.
It is management's expectation that the Company will continue to have
access to the capital resources necessary to expand and develop its business.
Future development and acquisition activities will be undertaken by the Company
as suitable opportunities arise. Such activities are not expected to be
undertaken unless adequate sources of financing are available and a satisfactory
budget with targeted returns on investment has been internally approved. The
Company will fund its major development, expansion and acquisition activities
with its traditional sources of construction and permanent debt financing as
well as from other debt and equity financings, including public financings, and
its credit facilities in a manner consistent with its intention to operate with
a conservative debt to total market capitalization ratio.
-17-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
OTHER CAPITAL EXPENDITURES
Management prepares an annual capital expenditure budget for each property
which is intended to provide for all necessary recurring and non-recurring
capital improvements. Management believes that its annual operating reserve for
maintenance and recurring capital improvements and reimbursements from tenants
will provide the necessary funding for such requirements. The Company intends to
distribute approximately 60% - 90% of its funds from operations with the
remaining 10% - 40% to be held as a reserve for capital expenditures and
continued growth opportunities. The Company believes that this reserve will be
sufficient to cover (I) tenant finish costs associated with the renewal or
replacement of current tenant leases as their leases expire and (II) capital
expenditures which will not be reimbursed by tenants.
Major tenant finish costs for currently vacant space are expected to be
funded with working capital, operating reserves, or the revolving lines of
credit, and a return on the funds so invested is expected to be earned.
For the first six months of 1999, revenue generating capital expenditures
or tenant allowances for improvements were $5.9 million. These capital
expenditures generate increased rents from these tenants over the term of their
leases. Revenue neutral capital expenditures, which are recovered from the
tenants, were $2.5 million for the first six months of 1999. Revenue enhancing
capital expenditures, or remodeling and renovation costs, were $4.6 million for
the six months ended June 30, 1999.
The Company believes that the Properties are in compliance in all material
respects with all federal, state and local ordinances and regulations regarding
the handling, discharge and emission of hazardous or toxic substances. However,
certain environmental conditions are being evaluated at Parkway Place in
Huntsville, Alabama. There appears to be a high potential for adverse
environmental conditions, specifically Total Petroleum Hydrocarbons, in the
vicinity of an auto service center which had underground storage tanks. The
Company ordered additional engineering studies and as part of the redevelopment
will correct the environmental conditions at the site. The Company has not been
notified by any governmental authority, and is not otherwise aware, of any
material noncompliance, liability or claim relating to hazardous or toxic
substances in connection with any of its present or former properties. The
Company has not recorded in its financial statements any material liability in
connection with environmental matters.
CASH FLOWS
Cash flows provided by operating activities for the first six months of
1999, increased by $18.0 million, or 52.7%, to $52.1 million from $34.1 million
in 1998. This increase was primarily due to the twelve centers opened or
acquired over the last eighteen months and improved operations in the existing
centers. Cash flows used in investing activities for the first six months of
-18-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
1999 decreased by $102.3 million, to $76.9 million compared to $179.1 million in
1998. This decrease was due primarily to a decrease in acquisitions as compared
to the $184.7 million of acquisitions in 1998. Cash flows provided by financing
activities for the first six months of 1999 decreased by $121.1 million, to
$27.2 million compared to $148.3 million in 1998 primarily due to decreased
borrowings related to the development and acquisition program.
IMPACT OF INFLATION
In the last three years, inflation has not had a significant impact on the
Company because of the relatively low inflation rate. Substantially all tenant
leases do, however, contain provisions designed to protect the Company from the
impact of inflation. Such provisions include clauses enabling the Company to
receive percentage rentals based on tenant's gross sales, which generally
increase as prices rise, and/or escalation clauses, which generally increase
rental rates during the terms of the leases. In addition, many of the leases are
for terms of less than ten years which may enable the Company to replace
existing leases with new leases at higher base and/or percentage rentals if
rents of the existing leases are below the then- existing market rate. Most of
the leases require the tenants to pay their share of operating expenses,
including common area maintenance, real estate taxes and insurance, thereby
reducing the Company's exposure to increases in costs and operating expenses
resulting from inflation.
YEAR 2000
The Year 2000 problem results from the use of a two digit year date instead
of a four digit date in the programs that operate computers, information
processing technology and systems and other devices (i.e. non-information
processing systems such as elevators, utility monitoring systems and time clocks
that use computer chips). Systems with a Year 2000 problem have programs that
were written to assume that the first two digits for any date used in the
program would always be "19". Unless corrected, this assumption may result in
computer programs misinterpreting the date January 1, 2000 as January 1, 1900.
This could cause systems to incorrectly process critical financial and
operational information, generate erroneous information or fail altogether.
THE COMPANY'S STATE OF READINESS FOR YEAR 2000 - The Company has completed
a program to identify both its information and non-information processing
applications that are not year 2000 compliant. As a result of this
identification program, the Company believes that its core accounting
applications and the majority of non-information processing applications are
Year 2000 compliant. Certain of its other information and non-information
processing applications were not yet Year 2000 compliant. The Company corrected
or replaced all non-compliant systems and applications including embedded
systems, by the end of 1998. The Company has completed communications with its
significant suppliers and tenants to determine the extent to which the Company
is vulnerable to the failure of such parties to correct their Year 2000
compliance issues. In addition, the Company has formed a Year 2000 Compliance
Team that includes senior personnel from the financial, leasing, accounting,
management information systems and operations management divisions of the
Company. These individuals are charged with the duty of determining the extent
of the Company's ongoing exposure and taking the appropriate action to minimize
any impact of the Year 2000 problem on the Company's operations.
COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUE - The Company does not
expect to incur any significant costs to ensure the Year 2000 compliance of all
information processing systems and non-information processing systems including
embedded systems.
-19-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
RISKS RELATING TO THE YEAR 2000 ISSUE AND CONTINGENCY PLANS - Although the
Company is not currently aware of any specific significant Year 2000 problems
involving third party vendors or suppliers, the Company believes that its most
significant potential risk relating to the Year 2000 issue is in regard to such
third parties. For example, the Company believes there could be failure in the
information systems of certain service providers that the Company relies upon
for electrical, telephone and data transmission and banking services. The
Company believes that any service disruption with respect to these providers due
to a Year 2000 issue would be of a short-term nature. The Company has existing
back-up systems and procedures, developed primarily for natural disasters, that
could be utilized on a short-term basis to address any service interruptions. In
addition, with respect to tenants, a failure of their information systems could
delay the payment of rents or even impair their ability to operate. These tenant
problems are likely to be isolated and would likely not impact the operations of
any particular shopping center or the Company as a whole. While it is not
possible at this time to determine the likely impact of any of these potential
problems, the Company will continue to evaluate these areas and develop
additional contingency plans, as appropriate. Therefore, although the Company
believes that its Year 2000 issues have been addressed and that suitable
remediation and/or contingency procedures will be in place by December 31, 1999,
there can be no assurance that Year 2000 issues will not have a material adverse
effect on the Company's results of operations or financial condition.
FUNDS FROM OPERATIONS
Management believes that Funds from Operations ("FFO") provides an
additional indicator of the financial performance of the Properties. FFO is
defined by the Company as net income (loss) before depreciation of real estate
assets, other non-cash items (including the write-off of development projects
not being pursued) gains or losses on sales of real estate and gains or losses
on investments in marketable securities. FFO also includes the Company's share
of FFO in unconsolidated properties and excludes minority interests' share of
FFO in consolidated properties. The Company computes FFO in accordance with the
National Association of Real Estate Investments Trusts ("NAREIT") recommendation
concerning finance costs and non-real estate depreciation. Beginning with the
first quarter of 1998 the Company included straight line rent in its FFO
calculation. The Company excludes gains or losses on outparcel sales, even
though NAREIT permits their inclusion when calculating FFO. Gains or losses on
outparcel sales would have added $3.8 million in the second quarter of 1999 as
compared to $0.6 million in 1998 and in the six months ended June 30, 1999 would
have added $8.6 million compared to $2.5 million in 1998.
The use of FFO as an indicator of financial performance is influenced not
only by the operations of the Properties, but also by the capital structure of
the Operating Partnership and the Company. Accordingly, management expects that
FFO will be one of the significant factors considered by the Board of Directors
in determining the amount of cash distributions the Operating Partnership will
make to its partners (including the REIT). FFO does not represent cash flow from
operations as defined by GAAP and 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.
-20-
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
For the three months ended June 30, 1999, FFO increased by $5.7 million, or
26.2%, to $27.6 million as compared to $21.9 million for the same period in
1998. For the six months ended June 30, 1999, FFO increased by $11.0 million, or
25.1%, to $54.9 million as compared to $43.9 million for the same period in
1998. The increases in FFO for both periods was primarily attributable to the
new developments opened during 1998 and in the first six months of 1999, the
acquisitions during 1998 and improved operations in the existing portfolio.
The Company's calculation of FFO is as follows: (in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
1999 1998 1999 1998
---- ---- ---- ----
Income from operations $15,737 $11,839 $30,770 $24,152
ADD:
Depreciation & amortization from consolidated
properties 12,890 9,720 25,566 18,875
Income from operations of
unconsolidated affiliates 806 431 1,741 1,168
Depreciation & amortization from
unconsolidated affiliates 430 354 820 700
Write-off of development costs
charged to net income 146 3 888 9
SUBTRACT:
Preferred dividend (1,617) -- (3,234) --
Minority investors' share of
income from operations in
nine properties (297) (99) (662) (308)
Minority investors share of
depreciation and amortization
in nine properties (226) (227) (458) (433)
Depreciation and amortization of
non-real estate assets and finance costs (265) (149) (517) (278)
---- ---- ---- ----
TOTAL FUNDS FROM OPERATIONS $27,604 $21,872 $54,914 $43,885
======= ======= ======= =======
-21-
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
None
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matter to a Vote of Security Holders
None
ITEM 5: Other Information
None
ITEM 6: Exhibits and Reports on Form 8-K
A. Exhibits
25.2 Promissory Note with Wells Fargo Bank National
Associates and Parham Road Limited Partnership
(York Galleria) Dated July 1, 1999
25.3 Agreement of Purchase and Sale By and Beween YGL
Partners and CBL & Associates Limited Partnership
assigned to Parham Road Limited Partnership (York
Galleria) Dated February 2, 1999
.
27 Financial Data Schedule
B. Reports on Form 8-K
The following items were reported:
The outline from the Company's July 29, 1999 conference
call with analysts and investors regarding earnings (Item
5) was filed on July 29, 1999.
-22-
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.
/s/ John N. Foy
---------------------------
John N. Foy
Vice Chairman of the Board, Chief Financial Officer and
Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: August 13, 1999
EXHIBIT INDEX
Exhibit
No.
-------
25.2 Promissory Note with Wells Fargo Bank National Associates and
Parham Road Limited Partnership (York Galleria) Dated July 1, 1999
25.3 Agreement of Purchase and Sale By and Between YGL Partners and
CBL & Associates Limited Partnership assigned to Parham Road
Limited Partnership (York Galleria) Dated February 2, 1999
27 Financial Data Schedule