-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sgt52jDcy7b5Y/GDWPN7jSJgJrDYGglWJG440f+GzEEO4iUKPzdtLf/cSN53j0Hb YtrtelVjvNfumJzZ9uKwGw== 0000910612-02-000011.txt : 20021030 0000910612-02-000011.hdr.sgml : 20021030 20021030154337 ACCESSION NUMBER: 0000910612-02-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 ITEM INFORMATION: FILED AS OF DATE: 20021030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 02803140 BUSINESS ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 8-K 1 q320028k.txt CONFERENCE CALL SCRIPT 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 -----END PRIVACY-ENHANCED MESSAGE-----