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:
October 30, 2002
_______________________________________________________________________________
CBL & ASSOCIATES PROPERTIES, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
_______________________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2030 Hamilton Place Boulevard, Chattanooga, TN 37421
_______________________________________________________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code:
_______________________________________________________________________________
(423) 855-0001
1
CBL & ASSOCIATES PROPERTIES, INC.
Conference Call, Third Quarter 2002
October 30, 2002 @ 10:00 a.m. EDT
Thank you and good morning. We appreciate your participation in today's
call to discuss our results for the third quarter of 2002. With me today is John
Foy, the Company's Vice Chairman and Chief Financial Officer, and Charlie
Willett, Senior Vice President of Finance, 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 are 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 our dividend has increased substantially. And
that a transcript of today's comments including the preliminary balance sheet,
detailed debt schedule, development schedule and leasing information will be
filed today as a form 8-K and will be available upon request. This call is also
available for replay on the Internet through a link on our website at
cblproperties.com. This conference 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, Charlie.
As our earnings release stated, the third quarter was a very successful one
for our company in a number of respects. We are pleased to be able to report
12.3% FFO growth year to date and an 18% dividend increase. We have a number of
exciting accomplishments to discuss on today's call. Let's start with our
development program.
DEVELOPMENTS
------------
Two weeks ago we held the very successful Grand Opening of Parkway Place
Mall in Huntsville, AL. This mall was developed with our 50/50 joint venture
partner Colonial Properties Trust. Parkway Place represents the complete
redevelopment of an older urban mall the venture purchased in 1998, demolished
and rebuilt in phases. Parkway Place has 630,000 square feet and is anchored by
two flagship department stores; Parisian that opened last fall and Dillard's
that opened with the mall on October 16. The mall opened 75% leased and
committed and we expect that the mall will reach 85% occupancy by the fourth
quarter of 2003. We have an excellent lineup of tenants that are new to the
Huntsville market including Williams Sonoma, Chico's, Jos A. Bank and Hollister.
The initial yield for the project after development and management fees is 8.5%
with a stabilized yield of 10%.
2
During the third quarter we commenced construction on The Mall of South
Carolina at Myrtle Beach, SC, a 50/50 joint venture with Burroughs and Chapin,
that contributed the land to the venture. The mall will be anchored by Belk,
Dillard's and Sears and will contain a Bed, Bath & Beyond, a Border's Bookstore
and Dick's Sporting Goods as junior anchors. In addition we have more than 60%
of the mall shop space committed, which is encouraging to us given that the mall
will not open until March 2004. Upon the opening of this mall the older,
undersized Myrtle Square Mall, which is owned by our partner, will close.
Including the Myrtle Beach mall, we have a total of 2.4 million square feet
under construction. This includes two associated centers: The Shoppes at
Hamilton Place, Chattanooga, TN, and Parkdale Crossing, Beaumont, TX, and two
community centers, Waterford Commons, Waterford, CT and Cobblestone Village, St.
Augustine, FL. We have several other projects in the development pipeline, which
is driven by retailers who direct us to markets in which they are seeking to
expand. We will continue to be conservative as we consider new development
opportunities.
Our proforma share of the total investment of the new projects currently
under construction is approximately $169.6 million, of which $47.6 million has
been invested as of September 30, 2002. Construction loans or credit facilities
are in place for the remaining costs. Initial unleveraged yields on these
developments are expected to range from 9% to 10%, after management and
development fees, with stabilized yields ranging from 10-11%.
Also during this quarter, many exciting development activities were
announced at our properties:
|X| Rich's, a division of Federated, will open as the fifth department
store at Arbor Place Mall in Atlanta, GA in the fall of 2004.
|X| At Parkdale Mall, Foley's department store held an August grand opening
of their 170,000 square foot department store that replaced a closed
Montgomery Ward's. Also under construction in the mall is a 26,000
square foot Linens-n-Things that will open in the summer of 2003. The
total renovation of Parkdale Mall commenced in August and will be
completed in August 2003.
|X| At Meridian Mall, in Lansing, Michigan, Gaylan's opened their new
80,000 square foot store in August and last month Younkers announced
they will open next spring in the closed Jacobson's store.
|X| Dillard's opened two new department stores: one at Randolph Mall,
Asheboro, NC, which replaced a closed Rose's and the other at Asheville
Mall, Asheville, NC replacing a vacated Montgomery Ward's.
|X| Dillard's will also be opening their expanded store at Jefferson Mall
in Louisville, KY in November.
|X| During the quarter, we added a 10,000 square foot David's Bridal to
the Springdale Mall, Mobile, AL.
3
We are renovating seven malls at this time and five of these will be
completed for the holiday season. We continue to see strong results at our
malls, and believe that their updated look is a big part of this success
with the retailers and customers.
LEASING & OCCUPANCY
-------------------
As of the third quarter, we increased the total portfolio's occupancy to
92.8%, a 170 basis point improvement over the second quarter's occupancy and a
60 basis point improvement over the same quarter one year ago. These increases
indicate the fundamental stability of our properties as well as the success of
our pro-active leasing strategy. We expect that the occupancy levels at year-end
will be slightly higher than in the third quarter.
During the third quarter we executed over 300,000 square feet of new leases
and renewed 204,000 square feet of existing tenants for a total of approximately
504,000 square feet.
For the quarter, average renewal base rents, as compared to prior base
rents increased 15.2% in the malls, 6.7% in the associated centers, and 4.6% in
the community centers. On new leases, the average base rents increased 22.4%
over the rent paid by the prior tenant. For the first nine months of 2002, we
had 158,000 square feet of bankruptcies compared to 368,000 square feet for the
first nine months of 2001. Our 8-K filing will include a schedule detailing the
leasing of new and renewal tenants.
DISPOSITIONS/ACQUISITIONS
-------------------------
During the third quarter there was no disposition or acquisition activity.
Subsequent to the quarter we sold a community center property, Salem Crossing in
Virginia Beach, VA, which will be reflected in the fourth quarter results. We
continue to look at acquisition opportunities where we can enhance the value of
the property through our aggressive hands-on approach to leasing, specialty
leasing and management.
I will now turn the call over to John Foy to discuss the financial results
for the quarter.
INCOME STATEMENT REVIEW
-----------------------
The third quarter results reflected improved operating performance. Let me
briefly review the financial results:
1. FFO per share increased 6.2% over the prior year. Of this
increase, 40% was a result of the addition of The Lakes Mall,
Muskegon, Michigan, the acquisition of the remaining partnership
interest in Columbia Place, Columbia, SC, and the acquisition of
Panama City Mall, Panama City, FL and Richland Mall, Waco, TX. The
other 60% of our growth was attributable to increases in
occupancy, base rents and interest savings.
2. Our cost recovery ratio was 93.1% for the nine months compared to
98% for the same period a year ago. The cost recovery ratio
trended down as a result of bankruptcies, store closings and new
lease negotiations with certain tenants. We anticipate that our
cost recovery ratio will be approximately 93% to 94% for the full
year 2002.
4
3. For the quarter, outparcel sales would have increased FFO by $0.01
per share to $1.04. Before consideration of outparcel sales, our
dividend payout ratio for the quarter was 53.9% based on a fully
diluted, converted share count. Including outparcel sales, the
payout ratio was 53.4%.
4. As announced, we are increasing the dividend for the fourth
quarter by 18% to $0.655 per share and we expect to have an
annualized dividend of at least $2.62 through 2003. We will
continue to maintain a conservative dividend payout ratio.
Also, a good indication of the strength of our balance sheet is the fact
that, considering available extension options, we do not have any debt
maturities in the next fifteen months other than normal principal amortization.
As we stated in our news release, same-center NOI growth was a positive
1.4% for the total portfolio, driven by increased rents and occupancy levels.
The breakdown for the third quarter by property type is as follows:
1. The same-center mall NOI increased 1.4% with lease termination
fees, and 2.0% without, as lease termination fees were less
this quarter than in the same period last year.
2. NOI for the associated centers increased by 9% due to
releasing of space vacated last year as a result of
bankruptcies.
3. Same-center community center NOI decreased 1.8% for the
quarter. The vacancies resulting from the bankruptcy of both
Home Place at Kingston Overlook in Knoxville, TN and Quality
Stores at Sattler Square in Big Rapids, MI, continued to
impact community center results. The space at Sattler Square
has been released to two tenants, both of which are under
construction and scheduled to open within the next few months.
The Kingston Overlook property has a lease under negotiation
for the entire vacant space and we expect that lease will
become operative in the first half of 2003.
CAPITAL EXPENDITURES
--------------------
Year to date we have spent $19.1 million on tenant allowances, which
include deferred leasing costs of $1.2 million, $10.5 million on revenue neutral
capital expenditures and $44.4 million on revenue enhancing capital
expenditures. Year-to-date, the revenue neutral expenditures included the
following: $4.0 million spent on resurfacing and the improved lighting of
parking lots, $6.4 million for roof repairs and replacements, and a small
portion of this amount was included in the renovation costs. Revenue neutral
capital expenditures are billed to the tenants as common area maintenance
expense and the vast majority is recovered over a five to fifteen year period.
Revenue enhancing capital expenditures are for remodeling and upgrades of our
malls of which approximately 30% are recoverable from tenants.
5
In 2002, for the total portfolio, we are projecting to spend $25 million on
tenant allowances, $35 million in revenue neutral and $62 million on revenue
enhancing capital expenditures.
RETAIL SALES
------------
Based upon the criteria of including only stores of 10,000 square feet and
less for mall stores, same store sales year to date decreased 1.5% for those
tenants reporting. Total mall shop sales volume decreased to $1.867 billion for
the first nine months compared to $1.951 billion for the same period in 2001.
Occupancy cost as a percentage of sales at our malls was 13.8% for the nine
months ending September 30, 2002 compared to 12.8% for the same period one year
ago. Occupancy cost as a percentage of sales has increased due to the relatively
flat sales results reported by the retailers, while certain operating expenses
and other recoverable costs have increased.
CORPORATE GOVERNANCE
--------------------
At the recommendation of the Audit Committee, the Board of Directors stated
that effective January 1, 2003 the Company will begin expensing stock options
granted after that date. In anticipation of new rules being considered by the
SEC and the New York Stock Exchange, the Company is actively involved in
updating the charters for all of its committees. We have also formed a
Nominating/Corporate Governance Committee.
CONCLUSION
----------
Based on our third quarter results and barring any further disruptions from
unforeseen economic events, we are comfortable with the current First Call
consensus estimate of $4.31 for 2002 and $4.58 for 2003.
Before we open the call for Q&A I would like to share our thoughts on the
following:
|X| At CBL, we continuously challenge ourselves to improve upon our results
and performance. Our sound and disciplined management approach to our
business has resulted in sustained success for the Company and our
shareholders.
|X| Despite the difficult economy, our properties continue to perform well
as evidenced by our improved occupancy and relatively stable sales.
|X| Not only the state of our portfolio is important to us, but also the
strength of our balance sheet. As of September 30, 2001 our debt to
market capitalization was 62.3%. As of September 30, 2002 our debt to
market capitalization was 50.3%. Granted, last year we had the tragic
events of September 11, 2001 which impacted our stock price. Since that
time we have done a common offering, which raised $115M, completed a
preferred offering which raised $100M and closed a 10-year fixed rate
CMBS transaction of $407M. All of this was accomplished and we were
still able to show a growth in our FFO on a per share basis for the
nine months of 12.3%
6
|X| Given the strength of our balance sheet, we have the flexibility to
make acquisitions and pursue other growth opportunities as they arise.
We have and will continue to look at new markets where we can further
geographically diversify our portfolio.
We appreciate the confidence and support. Thank you again for joining us
today and we welcome the opportunity to show you our newest development Parkway
Place in Huntsville, Alabama. We also look forward to seeing many of you next
week at NAREIT. Stephen and I will now be happy to answer your questions that
you have.
7
PROPERTIES UNDER RENOVATION AS OF SEPTEMBER 30, 2002
Cost To
Est. Total Cost Date (in
Property Location (in millions) millions) Completion
------------------------- ------------------------- -------------------- ---------------- ---------------
Columbia Mall Columbia, SC $10.9 $10.4 October 2002
Kentucky Oaks Paducah, KY 0.8 0 November 2002
Hickory Hollow Nashville, TN 8.6 8.4 November 2002
Stroud Mall Stroudsburg, PA 3.0 3.8 November 2002
Hanes Mall Winston-Salem, NC 18.2 17.4 November 2002
St. Clair Square Fairview Heights, IL 12.3 1.6 April 2003
Parkdale Mall Beaumont, TX 13.2 1.3 April 2003
Other Centers 1.5
--------
TOTAL 44.4
Detail of roof and parking lot capital expenditures for the nine months ended September 30, 2002
Revenue Neutral Revenue Enhancing
--------------- -----------------
Other Capital expendiatures $ 5,587 $ 38,993
Parking lot and parking lot lighting 1,029 2,966
Roof repairs and replacement 3,890 2,489
------ -----
Total $ 10,506 $ 44,448
============= ============
Detail of Defferred Leasing as of September 30,2002 (in thousands)
Deferred Leasing
Costs (000's) Q1 Q2 Q3 YTD
------------------- ------- ------- ------- -------
2002 $ 45 $ 466 $ 710 $1,221
2001 887 85 673 1,645
The capital expenditures that we incur for maintenance such as parking lots
repairs, parking lot lighting and roofs are classified as revenue neutral. These
expenditures are billed to the tenants as common area maintenance expense and
the vast majority is recovered over a five to fifteen year period. Revenue
enhancing capital expenditures are for remodelings and upgrades for enhancing
our competitive position in the market area. A portion of these expenditures
covering items such as new floor coverings, painting, lighting and new seating
areas are also recovered through tenant billings. The costs of other items such
as new entrances, new ceilings and skylights are not recovered from tenants. We
estimate that 30% of our revenue enhancing expenditures are recoverable from our
tenants over a ten to fifteen year period of time. The third category of capital
expenditures is tenant allowances, sometimes made to third-generation tenants.
Tenant allowances are recovered in minimum rents from the tenants over the life
of the lease.
8
RENEWAL LEASING, THIRD QUARTER ENDED SEPTEMBER 30, 2002
Prior PSF New PSF Base New PSF Base % Change % Change
Property Type Base Rent Rent-Initial Rent-Avg. Initial Average
---------------------------- -------------- -------------- -------------- ------------ ------------
Stabilized Malls $23.91 $26.85 $27.55 12.3% 15.2%
Associated Centers 18.81 20.08 20.08 6.7% 6.7%
Community Centers 11.49 11.84 12.02 3.0% 4.6%
Prior PSF New PSF Base New PSF Base % Change % Change
Stabilized Malls Sq. FT. Base Rent Rent-Initial Rent-Avg. Initial Average
---------------------------- -------------- -------------- -------------- ------------ ------------
New Leases 157,000 $23.47 $27.78 $28.74 18.3% 22.4%
Renewal Leases 110,000 24.22 26.21 26.72 8.2% 10.3%
TOTAL LEASING COMPARED TO TENANTS VACATING
THIRD QUARTER ENDED SEPTEMBER 30, 2002
Leased Avg. Base Vacated Avg.
Property Type Sq. Ft. Rent Sq. Ft. Base Rent
----------------------------- -------------- ------------- -------------- -------------
Malls 430,510 $25.91 93,381 $26.11
Associated Centers 63,453 12.25 20,805 10.74
Community Centers 9,863 20.36 5,000 18.75
------- -------
503,826 119,186
======= =======
9
DEVELOPMENT SCHEDULE FOR NEW PROJECTS UNDER
CONSTRUCTION AS OF SEPTEMBER 30, 2002
CBL's Cost or
Share of Cost Spent to
ProForma Cost Date (in
Property Location GLA (in millions) millions) Opening Yield
------------------------------ -------------------- ------------- --------------- --------------- --------------- -------------
NEW MALL DEVELOPMENT
--------------------
Mall of South Carolina*, Myrtle Beach, SC 1,500,000 $72.5* $4.7 March 2004 9%
(50/50 JV)
ASSOCIATED CENTERS
------------------
Parkdale Crossing Beaumont, TX 87,000 $12.2 $9.1 October 2002 9%
The Shoppes at Hamilton Chattanooga, TN 130,000 $16.6 $7.1 April 2003 9%
Place
COMMUNITY CENTERS
-----------------
Waterford Commons**, Waterford, CT 354,900 $29.4 $10.4 September 2003 10%
(75/25 JV)
Cobblestone Village St. Augustine, FL 305,000 $34.9 $13.9 Spring 2003 10%
EXPANSIONS
----------
Bonita Crossing Meridian, MS 17,600 $1.8 $0.6 October 2002 9%
Westgate Mall, Tweeter's Spartanburg, SC 17,245 $2.2 $1.8 November 2002 10%
------------- --------------- -------------
Total 2,411,500 $169.60 $47.6
============= =============== =============
*JV development
** With CBL owning at least 75%
10
CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF September 30, 2002 (in thousands excepte per share amounts)
MATURITY Interest BALANCE Balance
PROPERTY DATE Rate 9/30/02 Fixed Floating
------------------------------------------------------------------------------------------------------
Albemarle, NC Northwoods Plaza Jun-12 9.750% $ 1,072 $ 1,072 $ -
Ashboro, NC Randolph Mall Aug-12 6.500% 15,658 15,658 -
Asheville, NC Asheville Mall Sep-11 6.980% 70,523 70,523 -
Beaumont, TX Parkdale Mall Jun-03 3.170% 45,000 - 45,000
Brookfield, IL Brookfield Square May-05 7.498% 73,940 73,940 -
Burnsville, MN Burnsville Center Aug-10 8.000% 72,377 72,377 -
Cary , NC Cary Towne Ctr Mar-09 6.850% 89,538 89,538 -
Charleston, SC Citadel Mall May-07 7.390% 32,736 32,736 -
Chattanooga, TN CBL Center Aug-12 6.250% 14,986 14,986 -
Chattanooga, TN Hamilton Corner Aug-11 10.125% 2,757 2,757 -
Chattanooga, TN Hamilton Place Mar-07 7.000% 67,573 67,573 -
Chattanooga, TN Perimeter Place Jan-08 10.625% 1,127 1,127 -
Cincinnati, OH Eastgate Mall Dec-03 3.375% 41,750 - 41,750
Cincinnati, OH Eastgate Crossing Apr-07 6.380% 10,626 10,626 -
Columbia, SC Columbia Mall Jun-03 3.170% 35,444 - 35,444
Cortlandt, NY Cortlandt Towne CenterAug-08 6.900% 50,179 50,179 -
Dalton, GA Walnut Square Feb-08 10.125% 596 596 -
Douglasville, GA Arbor Place Mall Aug-12 6.510% 81,282 81,282 -
Douglasville, GA Cosby Station Sep-14 8.500% 3,672 3,672 -
Douglasville, GA The Landing At Arbor Aug-12 6.510% 9,175 9,175 -
Fairview Heights, IL St. Claire Square Apr-09 7.000% 70,726 70,726 -
Hattiesburg, MS Turtle Creek Mall Mar-06 7.400% 31,875 31,875 -
Henderson, NC Henderson Square Apr-14 7.500% 5,796 5,796 -
Highpoint, NC Oak Hollow Mall Feb-08 7.310% 47,569 47,569 -
Hudson, NY Greenport Towne Ctr Sep-14 9.000% 3,874 3,874 -
Huntsville, AL Madison Plaza Feb-04 10.125% 706 706 -
Jackson, TN Old Hickory Mall Aug-12 6.510% 35,904 35,904 -
Janesville WI Janesville Mall Apr-16 8.375% 15,040 15,040 -
Knoxville, TN Cedar Bluff Xing Aug-07 10.625% 920 920 -
Knoxville, TN Suburban Plaza Jan-09 7.875% 8,177 8,177 -
Lansing MI Meridian Mall Aug-03 2.931% 29,017 - 29,017
Lansing MI Swap rate Meridian Mall Aug-03 6.955% 80,000 - 80,000
Lexington KY Fayette Mall Jul-11 7.000% 96,832 96,832 -
Lexington KY Fayette Mall DevelopmeDec-04 3.370% 8,550 - 8,550
Louisville, KY Jefferson Mall Aug-12 6.510% 45,279 45,279 -
Lousiville KY Springhurst Towne CentAug-18 6.650% 21,272 21,272 -
Meridian, MS Bonita Lakes Crossing Oct-09 6.820% 8,773 8,773 -
Meridian, MS Bonita Lakes Mall Oct-09 6.820% 27,939 27,939 -
11
CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF September 30, 2002 (in thousands excepte per share amounts)
MATURITY Interest BALANCE Balance
PROPERTY DATE Rate 9/30/02 Fixed Floating
------------------------------------------------------------------------------------------------------
Midland MI Midland Mall Jun-03 3.370% 35,000 - 35,000
Morristown, TN College Square Sep-13 6.750% 13,372 13,372 -
N Charleston SC Northwoods Mall Aug-12 6.510% 64,826 64,826 -
Nashua, NH Willow Springs Plaza Aug-07 9.750% 3,638 3,638 -
Nashville, TN Coolsprings Galleria Sep-10 8.290% 62,262 62,262 -
Nashville, TN Courtyard At Hickory Aug-08 6.770% 4,255 4,255 -
Nashville, TN Hickory Hollow Mall Aug-08 6.770% 91,394 91,394 -
Nashville, TN Rivergate Mall Aug-08 6.770% 73,864 73,864 -
Nashville, TN Village At Rivergate Aug-08 6.770% 3,489 3,489 -
North Haven, CT North Haven Xing Oct-08 9.550% 5,694 5,694 -
Oakridge, TN Briarcliff Square Feb-13 10.375% 1,434 1,434 -
Panama City, FL Panama City Mall Aug-12 7.300% 40,624 40,624 -
Plant City, FL Collins Park Commons Oct-10 10.250% 641 641 -
Portland, ME Bj'S Plaza Dec-11 10.400% 2,821 2,821 -
Roanoke, VA Shenandoah Crossing Aug-10 10.250% 453 453 -
Racine, WI Regency Mall Aug-12 6.510% 35,505 35,505 -
Rockford, IL Cherryvale Mall Jul-06 7.375% 47,247 47,247 -
Saginaw, MI Fashion Square Aug-12 6.510% 62,233 62,233 -
Salem, VA Valley Commons Oct-10 10.250% 790 790 -
Spartanburg, SC Westgate Crossing Jul-10 8.420% 9,757 9,757 -
Spartanburg, SC Westgate Mall Aug-12 6.500% 56,249 56,249 -
St. Petersburg, FL 34Th St Crossing Dec-10 10.625% 1,292 1,292 -
Stroud, PA Stroud Mall Dec-10 8.420% 32,121 32,121 -
Uvalde, TX Uvalde Plaza Feb-08 10.625% 545 545 -
Waco, Tx Richland Mal May-03 4.750% 9,500 - 9,500
Walterboro, SC Colleton Square Aug-10 9.375% 799 799 -
Wausau WI Wausau Center Dec-10 6.700% 14,010 14,010 -
Winston-Salem NC Hanes Mall Jul-08 7.310% 114,581 114,581 -
York, PA York Galleria Dec-10 8.340% 51,382 51,382 -
SUBTOTAL 2,098,037 1,813,776 284,261
Weighted average interest rate
CONSTRUCTION LOANS
Beaumont, TX Parkdale Crossing Nov-04 3.440% 2,281 - 2,281
St Augstine FL Cobblestone Vilage Jun-05 3.370% 5,740 - 5,740
Waterford, CT Waterford Commons Jun-04 4.750% 268 - 268
---------------------------------------
---------------------------------------
SUBTOTAL 8,289 - 8,289
12
CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF September 30, 2002 (in thousands excepte per share amounts)
MATURITY Interest BALANCE Balance
PROPERTY DATE Rate 9/30/02 Fixed Floating
------------------------------------------------------------------------------------------------------
LINES OF CREDIT 2.841% 104,000 - 104,000
---------------------------------------
---------------------------------------
TOTAL BALANCE SHEET 2,210,326 1,813,776 396,550
Weighted average interest rate 6.5579% 7.1353% 3.9167%
Plus CBL Share Of Equities
Clarksville, TN Governors Square Nov-02 8.230% 15,869 15,869 -
Del Rio, TX Plaza Del Sol Feb-12 9.150% 2,218 2,218 -
Ft Smith AR Massard Crossing Feb-12 7.540% 597 597 -
Houston, TX Willowbrook Plaza Jun-00 7.540% 3,055 3,055 -
Huntsville, AL Parkway Place Jan-07 3.350% 25,997 - 25,997
Madison WI East Towne Mall Jan-07 8.010% 18,633 18,633 -
Madison WI West Towne Mall Jun-07 8.010% 28,807 28,807 -
Paducah, KY Kentucky Oaks Feb-12 9.000% 16,500 16,500 -
Vicksburg, MS Pemberton Plaza Jan-00 7.540% 204 204 -
---------------------------------------
---------------------------------------
TOTAL 111,880 85,883 25,997
LESS MINORITY INTEREST
Chattanooga, TN Hamilton Corner 10.125% (276) (276) 0
Chattanooga, TN Hamilton Place 7.000% (6,757) (6,757) 0
Uvalde, TX Uvalde Plaza 10.625% (136) (136) 0
Highpoint, NC Oak Hollow Mall 7.310% (11,892) (11,892) -
---------------------------------------
---------------------------------------
(19,062) (19,062) 0
TOTAL OBLIGATIONS 2,303,144 1,880,597 422,547
Weighted average interest rate 6.5789% 7.1849% 3.8818%
At
Number 09/30/2002
EQUITY Of Shares Stock Price 2,303,144
Common Stock And Units 54,479 $38.75 2,111,061
Preferred Stock Series A 2,675 $25.00 66,875
Preferred Stock Series B 2,000 $50.00 100,000
Total Market Equity 2,277,936
-------------
-------------
Total Debt and Market equity 4,581,080
Debt to Market value 50.3%
Total Joint Venture Debt
Clarksville, TN Governors Square Sep-16 8.230% 33,408 33,408 0
Del Rio, TX Plaza Del Sol Aug-10 9.150% 4,435 4,435 -
Ft Smith, AR Massard Crossing Feb-12 7.540% 5,971 5,971 -
Houston, TX Willowbrook Plaza Feb-12 7.540% 30,551 30,551 -
Huntsville, AL Parkway Place Dec-03 3.350% 51,994 - 51,994
Madison WI East Towne Mall Jan-07 8.010% 28,666 28,666 -
Madison WI West Towne Mall Jan-07 8.010% 44,318 44,318 -
Paducah, KY Kentucky Oaks Jun-07 9.000% 33,001 33,001 -
Vicksburg, MS Pemberton Plaza Feb-12 7.540% 2,040 2,040 -
---------------------------------------
---------------------------------------
TOTAL 234,385 182,391 51,994
Weighted average interest rate 7.0913% 8.1578% 3.3500%
13
CBL & Associates Properties, Inc.
Consolidated Summary Balance Sheets
Preliminary As of September 30, 2002
(In thousands)
September 30, December 31,
2002 2001
ASSETS
LAND $ 547,598 $ 520,334
BUILDINGS AND IMPROVEMENTS 3,070,141 2,961,185
----------- -----------
3,617,739 3,481,519
LESS: ACCUMULATED DEPRECIATION (407,173) (346,940)
----------- -----------
3,210,566 3,134,579
DEVELOPMENTS IN PROGRESS 110,008 67,043
----------- -----------
NET INVESTMENT IN REAL ESTATE ASSETS 3,320,574 3,201,622
CASH, RESTRICTED CASH AND CASH EQUIVALENTS 18,745 10,137
RECEIVABLES: TENANT AND OTHER 40,855 41,186
MORTGAGE NOTES RECEIVABLE 14,645 10,634
INVESTMENT IN UNCONSOLIDATED AFFILIATES 110,821 77,673
OTHER ASSETS 42,015 31,599
----------- -----------
$ 3,547,655 $ 3,372,851
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
MORTGAGE AND OTHER NOTES PAYABLE $ 2,210,391 $ 2,315,955
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 105,065 103,707
----------- -----------
Total liabilities 2,315,456 2,419,662
MINORITY INTERESTS 487,715 431,101
SHAREHOLDERS' EQUITY:
Total shareholders' equity 744,484 522,088
----------- -----------
$ 3,547,655 $ 3,372,851
=========== ===========
The balance sheet above is preliminary as of the date of this report.
Please refer the Company's filing on Form 10-Q when filed for a complete balance
sheet as of September 30, 2002
14
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: October 30, 2002
15