-----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, Amh6/CNOa+evKpdmUeiil+DvXpWuv1lAw/Hki8Z+V0kGMa6+6OPAWlpOb1tZfIvS HDiCRHR1f0MC1eeAtGUdog== 0000910612-03-000082.txt : 20030805 0000910612-03-000082.hdr.sgml : 20030805 20030805162405 ACCESSION NUMBER: 0000910612-03-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030805 ITEM INFORMATION: Other events FILED AS OF DATE: 20030805 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: 03824006 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 nongaapto10k.txt ITEM 5 OTHER EVENT 8K Securities Exchange Act of 1934 -- Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 5, 2003 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 ITEM 5. Other Events On May 1, 2003, CBL & Associates Properties, Inc. (the "Company") filed a Registration Statement on Form S-3, as amended on May 23, 2003 and June 10, 2003 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, which included a Prospectus relating to the offer and sale from time to time pursuant to Rule 415 under the Securities Act of one or more of the following securities for an aggregate initial offering price not to exceed $562,000,000 on terms to be determined at the time or times of offering: (i) shares of the Company's preferred stock, par value of $.01 per share (the "Preferred Stock"), (ii) shares of the Company's common stock, par value of $.01 per share (the "Common Stock"), (iii) warrants to purchase shares of the Company's Common Stock, and (iv) depositary shares representing fractional interests in the Common Stock or Preferred Stock. The Registration Statement incorporates by reference the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Form 10-K"), which contains disclosures of certain non-GAAP financial measures. To comply with Regulation G, promulgated under the Securities Exchange Act of 1934, as amended, and because the Registration Statement was filed after March 28, 2003, following which, for purposes of Regulation G, certain disclosures of non-GAAP financial measures are required, the Company is filing this Form 8-K to provide the disclosure required by Regulation G as it relates to the non-GAAP financial measures included in the Form 10-K. RECONCILIATION OF NET INCOME AVAIABLE TO COMMON SHAREHOLDERS TO FUNDS FROM OPERATIONS Funds from operations ("FFO") is a widely used measure of the operating performance of real estate companies that supplements net income determined in accordance with GAAP. The Company computes FFO in accordance with the National Association of Real Estate Investment Trusts' definition of FFO, which is net income (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The Company believes that FFO provides an additional indicator of the operating performance of the Company's properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen or fallen with market conditions, the Company believes that FFO provides investors with a better understanding of the Company's operating performance. The following is a reconciliation of net income available to common shareholders determined in accordance with GAAP to FFO, which is disclosed in the section titled Selected Financial Data in the Form 10-K.
Year Ended December 31, -------------------------------------------------------------------- 2002 2001 2000 1999 1998 ------------------------------------------------------ ------------- Net income available to common shareholders $73,987 $54,440 $59,254 $48,127 $37,265 ADD: Depreciation and amortization from consolidated properties 94,432 83,937 58,330 52,037 42,355 Depreciation and amortization from unconsolidated affiliates 4,490 3,765 1,511 1,619 1,427 Depreciation from discontinued operations 527 1,006 1,186 675 651 Minority interest in earnings of operating partnership 64,251 49,643 28,507 23,264 16,258 Extraordinary loss on extinguishment of debt 3,930 13,558 367 - 799 LESS: Minority investors' share of depreciation and amortization (1,348) (1,096) (981) (920) (875) Gain on disposal of discontinued operations (372) - - - - Depreciation and amortization of non-real estate assets (493) (603) (151) (172) (205) Gain on sales of real estate assets (2,804) (10,649) (15,989) (8,357) (4,183) ------------------------------------------------------ ------------- Total funds from operations $236,600 $194,001 $132,034 $116,273 $93,492 ====================================================== =============
2 Beginning January 1, 2003, the Company revised its method of computing FFO to comply with the National Association of Real Estate Investment Trust's definition of FFO in accordance with the provisions of Regulation G. As a result, the Company began including gains on sales of outparcels in FFO. Additionally, as a result of a new accounting pronouncement that was effective on January 1, 2003, loss on extinguishment of debt is no longer classified as an extraordinary item. The following is a reconciliation of FFO previously reported in the Form 10-K to what FFO would have been if computed in accordance with the Company's current definition of FFO:
Year Ended December 31, ---------------------------------------------------------------------- 2002 2001 2000 1999 1998 ---------------------------------------------------------------------- Total funds from operations, as reported $236,600 $194,001 $132,034 $116,273 $93,492 Loss on extinguishment of debt (3,930) (13,558) (367) -- (799) Gains on sales of outparcels 2,804 2,244 5,465 9,469 4,030 Total funds from operations, as revised ---------- ---------- ---------- ---------- --------- $235,474 $182,287 $137,132 $125,742 $96,723 ========== ========== ========== ========== =========
Computation of FFO Applicable to the Company
Year Ended December 31, ---------------------------------------------------------------------- 2002 2001 2000 1999 1998 ---------------------------------------------------------------------- Weighted average shares - earnings per share 28,690 25,358 24,881 24,647 24,079 Weighted average operating partnership units 24,873 23,426 11,968 11,920 10,558 ---------------------------------------------------------------------- Weighted average shares - FFO per share 53,563 48,784 36,849 36,567 34,637 ====================================================================== Ratio of weighted average shares - earnings per share to weighted average shares - FFO per share 53.6% 52.0% 67.5% 67.4% 69.5% ---------------------------------------------------------------------- FFO Applicable to the Company, as reported(1) $ 126,730 $ 100,842 $ 89,151 $ 78,370 $ 64,994 ====================================================================== FFO Applicable to the Company, as revised $ 126,127 $ 94,961 $ 92,594 $ 84,753 $ 67,240 ====================================================================== (1) The amount of FFO applicable to the Company differs from the amounts reported in the section titled Selected Financial Data in the Form 10-K due to rounding. The amounts reported in Selected Financial Data were computed as the sum of the amounts reported in the Company's earnings releases for each quarter during the applicable period. The amounts above are computed based on the applicable annual amounts.
RECONCILIATION OF CONSOLIDATED DEBT TO THE COMPANY'S SHARE OF CONSOLIDATED AND UNCONSOLIDATED DEBT The Company presents its total share of consolidated and unconsolidated debt because the Company believes that this amount provides investors with a clearer understanding of the Company's total debt obligations. The following is a reconciliation of consolidated debt to the Company's share of consolidated and unconsolidated debt disclosed under Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Form 10-K: 3 (Dollars in thousands)
December 31, 2002 Fixed Variable Rate Rate Total ---------------------- ------------------ ------------------- Consolidated debt $1,867,915 $534,164 $2,402,079 Minority investors' share of consolidated debt (20,127) (1,796) (21,923) Company's share of unconsolidated affiliates' debt 38,269 28,229 66,498 ------------------------------------------------------------------ Company's share of consolidated and unconsolidated debt $1,886,057 $560,597 $2,446,654 ================================================================== Weighted average interest rate 7.18% 3.39% 6.31%
December 31, 2001 Fixed Variable Rate Rate Total ---------------------- ------------------ ------------------- Consolidated debt $1,463,351 $852,604 $2,315,955 Minority investors' share of consolidated debt (23,401) (1,217) (24,618) Company's share of unconsolidated affiliates' debt 70,042 31,225 101,267 ------------------------------------------------------------------ Company's share of consolidated and unconsolidated debt $1,509,992 $882,612 $2,392,604 ================================================================== Weighted average interest rate 7.54% 3.38% 6.01%
RECONCILIATION OF CONSOLIDATED REVENUES TO THE COMPANY'S SHARE OF TOTAL REVENUES In various sections of Part I of the Form 10-K, the Company discusses various aspects related to its shopping center properties in relation to the Company's total revenues. The Company's total revenues are determined as the sum of consolidated revenues plus the Company's proportionate share of revenues from unconsolidated affiliates less minority investors' share of revenues in consolidated properties. The following is a reconciliation of consolidated revenues to the Company's total revenues. Reconciliation of Company's Share of Total Revenues For the Year Ended December 31, 2002
Consolidated total revenues $599,094 Minority investors' share of consolidated total revenues (18,788) Company's share of unconsolidated affiliates' total revenues 31,016 Other non property revenues (503) ------------------- Company's share of consolidated and unconsolidated total revenues $610,819 ===================
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, Chief Financial Officer and Treasurer (Authorized Officer of the Registrant, Principal Financial Officer and Principal Accounting Officer) Date: August 5, 2003 -----END PRIVACY-ENHANCED MESSAGE-----