-----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, DT+WMyP4PnNhymobDlKMwF8gqCyJRUnlBgSDLysyGb7So+TwpfffHtXMu6ERHAfm L7k1+qmXfG6idNuidTPG4Q== 0000910612-04-000104.txt : 20040730 0000910612-04-000104.hdr.sgml : 20040730 20040730131801 ACCESSION NUMBER: 0000910612-04-000104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: FILED AS OF DATE: 20040730 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: 04941592 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 form8k04.txt FORM 8K ITEM 12 Securities Exchange Act of 1934 -- Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 29, 2004 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 ITEM 7. Exhibits Exhibit Number Description 99.1 Earnings Release - Second Quarter Ended June 30, 2004 99.2 Analyst Conference Call Script - Second Quarter Ended June 30, 2004 99.3 Supplemental Financial and Operating Information - Second Quarter Ended June 30, 2004 ITEM 12. Results of Operations and Financial Condition On July 29, 2004, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2004. The Company's earnings release for the second quarter ended June 30, 2004 is attached as Exhibit 99.1. On July 30, 2004, the Company held a conference call to discuss the second quarter results. The transcript of the conference call is attached as Exhibit 99.2. The Company has posted to its website certain supplemental financial and operating information related to the second quarter ended June 30, 2004, which is attached as Exhibit 99.3. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act 1933, except as shall be expressly set forth by specific reference in such filing. 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, Chief Financial Officer and Treasurer (Authorized Officer of the Registrant, Principal Financial Officer and Principal Accounting Officer) Date: July 30, 2004 EX-99 3 releaseq204.txt EX 99.1 EARNINGS RELEASE 99.1 Earnings Release - Second Quarter Ended June 30, 2004 [LETTERHEAD OF THE COMPANY] Contact: John N. Foy Vice Chairman and CFO (423) 855-0001 CBL & ASSOCIATES PROPERTIES REPORTS SECOND QUARTER RESULTS o Raises 2004 FFO per share guidance o Same store sales continue progress with 5.6% increase o Same center NOI grows by 1.5% CHATTANOOGA, Tenn. (July 29, 2004) CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the second quarter and six months ended June 30, 2004. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this release. Net income available to common shareholders was $21,708,000, or $0.68 per diluted share, in the second quarter of 2004 compared with $21,022,000, or $0.68 per diluted share, in the prior-year period. Net income available to common shareholders increased 18.5% in the first half of 2004 to $51,897,000 from $43,798,000 in the first half of 2003. On a diluted per share basis, net income available to common shareholders for the first six months of 2004 increased 15.5% to $1.64 compared with $1.42 in the prior-year period. Funds from operations (FFO) increased 2.0% to $68,738,000 for the second quarter of 2004 from $67,406,000 for the second quarter of 2003. FFO per share on a diluted, fully converted basis increased 1.7% to $1.21 for the second quarter of 2004 from $1.19 in the prior-year period. Gains on sales of outparcels for the second quarter of 2004 were $0.01 per diluted, fully converted share compared with $0.05 for the prior-year period. FFO increased 2.7% to $138,398,000 for the first half of 2004 from $134,703,000 in the first half of 2003. FFO per share increased 2.5% on a diluted, fully converted basis in the first six months of 2004 to $2.44 from $2.38 per share in the prior-year period. Gains on sales of outparcels for the first six months of 2004 were $0.04 per diluted, fully converted share compared with $0.07 for the prior-year period. HIGHLIGHTS |X| Revenues increased 8.5% in the second quarter to $176,196,000 from $162,397,000 in the prior-year period. Revenues increased 7.1% in the first six months of 2004 to $349,087,000 from $325,905,000 in the comparable period a year ago. Second quarter revenues include $1,444,000 in lease termination fees received from tenants compared with $1,167,000 received in the prior-year period. Revenues for the first six months of 2004 include $2,601,000 in lease termination fees compared with $1,562,000 in the prior-year period. |X| Same center net operating income for the portfolio improved in the second quarter of 2004 by 1.5% compared with a 6.1% increase for the prior-year period. |X| Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of June 30, 2004, increased 5.6% for those tenants who have reported year to date sales compared with a decrease of 1.5% for the prior-year period. -MORE- CBL Reports Second Quarter Results Page 2 July 29, 2004 |X| The debt-to-total-market capitalization ratio as of June 30, 2004, was 49.4% based on the common stock closing price of $55.00 and a fully converted common stock share count of 55,981,146 as of the same date. The debt-to-total-market capitalization ratio as of June 30, 2003, was 50.3% based on the common stock closing price of $43.00 and a fully converted common stock share count of 55,832,021 as of the same date. |X| Variable rate debt of $850,406,000 represents 13.1% of the total market capitalization for the Company and 26.4% of the Company's total consolidated and unconsolidated debt. CBL's chairman and chief executive officer, Charles B. Lebovitz, said, "We have built our company around a focused strategy that has led to strong, consistent FFO and dividend growth since our IPO in 1993. This strategy includes acquiring properties where we can add value, developing properties in market areas that are underserved, proactively managing and investing in our existing properties to ensure they meet the needs of our customers, and maintaining a flexible, well positioned balance sheet that is conservative and risk-averse. This approach has served us well and continues to be a solid foundation for the future growth of our company. "The second quarter is generally a good indicator for our business as we participate in the International Council of Shopping Centers' Annual Convention and conduct our annual Connection event for retailers in May and June, respectively. Although leasing is one of the biggest challenges we continue to face for both our existing shopping center portfolio and new developments, we were encouraged by the leasing activity and the number of deals that have been finalized since the convention. The attitude of the retailers present at both events was vibrant and positive. While we do not expect an immediate impact from the continued growth in sales at our malls, the improved sales performance together with a higher level of leasing activity continues to generate opportunities to add new retail concepts and remerchandise our malls. "Our healthy outlook for the balance of the year is predicated upon the progress we are making in releasing the nearly 438,000 square feet of bankruptcies and store closings experienced in the last 12 months as well as overcoming the loss of approximately $0.58 per share in annualized FFO from properties contributed in the Galileo transaction. We have also been successful in acquiring six prime malls so far this year at attractive yields. With the impact from our recently acquired malls, the opening of new development projects and the contribution from our releasing efforts, we believe we are positioned for a strong performance in the second half of the year and in 2005." PORTFOLIO OCCUPANCY* June 30,
2004 2003 ------------- ------------- Portfolio occupancy: 91.1% 91.5% Mall portfolio 91.1% 91.7% Stabilized malls (63) 91.4% 92.2% Non-stabilized malls (3) 85.1% 77.8% Associated centers (24) 89.3% 91.7% Community centers (14) 92.6% 89.1% *Figures do not include the community centers that were included in Phases I & II of the Galileo joint venture transaction.
ACQUISITIONS During the second quarter the Company acquired the 890,000-square-foot Greenbrier Mall located in Chesapeake, Virginia, for $102.5 million at a yield of 8% based on income in place. Additionally, the Company paid $4.5 million to prepay the existing debt that the Company did not assume. In May, the Company acquired the 862,000-square-foot Chapel Hill Mall in Akron, Ohio, from Forest City Enterprises for $78.1 million. The acquisition is expected to generate an initial yield of 8.3% based upon current income. In June, the Company acquired -MORE- CBL Reports Second Quarter Results Page 3 July 29, 2004 the 547,000-square-foot Park Plaza Mall in Little Rock, Arkansas, from First Union Real Estate Equity and Mortgage Investments for a purchase price of $77.5 million, $41.3 million of which was the assumption of a non-recourse, fixed-rate loan, plus an estimated $9.9 million for improvements. Park Plaza Mall is expected to generate an initial yield of 8.47% based on current income and the total investment of $87.4 million. Subsequent to the end of the quarter, CBL acquired the 1,128,747-square-foot Monroeville Mall in the eastern Pittsburgh suburb of Monroeville, Pennsylvania, from Turnberry Associates for total consideration of $231.2 million. The acquisition included the mall, a 229,588-square-foot associated center known as the Annex, and an 86,204-square-foot open-air expansion known as the Village. The acquisition is expected to generate an initial yield for the mall and associated center of 7.37% based upon current income. An additional $20.7 million will be invested for the open-air expansion, which is expected to yield 8.18% when it opens in mid-2005. The combined return for the entire project is expected to be 7.45%. The purchase price was comprised of the assumption of a $134.0 million non-recourse, fixed-rate loan, $60.95 million of special common units of CBL's Operating Partnership based on $78.10 per unit value and $36.25 million in cash. OUTLOOK AND GUIDANCE Based on today's outlook and the Company's second quarter results, management has increased its projection for Funds From Operations (FFO) for 2004. The Company now expects FFO to be in the range of $4.98 to $5.03 per diluted common share for the year compared with its previous projection in the range of $4.80 to $4.85 per diluted common share. The Company expects to update its annual guidance after each quarter's results.
Low High ----- ------ 2004 FFO guidance previously provided - April 27, 2004 $4.80 $4.85 Acquisitions of Chapel Hill Mall, Park Plaza Mall and Monroeville Mall complex (for the year 2004) 0.15 0.15 Second quarter 2004 lease termination fees 0.03 0.03 ----- ------ Revised FFO guidance for 2004 $4.98 $5.03 ===== ====== Low High ----- ------ Expected diluted earnings per common share $1.39 $1.42 Add: real estate depreciation and amortization 2.39 2.39 Add: depreciation and amortization from unconsolidated affiliates 0.09 0.09 Add: minority interest in earnings of Operating Partnership 1.11 1.13 ----- ------ Expected FFO per diluted common share $4.98 $5.03 ===== ======
INVESTOR CONFERENCE CALL AND SIMULCAST CBL & Associates Properties, Inc. will conduct a conference call at 10:00 am EDT on July 30, 2004, to discuss the second quarter results. The number to call for this interactive teleconference is 913-981-5507. A seven-day replay of the conference call will be available by dialing 719-457-0820 and entering the passcode 349212. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call. To receive the CBL & Associates Properties, Inc. second quarter earnings release and supplemental information please visit our website at www.cblproperties.com or contact Investor Relations at 423-490-8292. The Company will also provide an online Web simulcast and rebroadcast of its 2004 second quarter earnings release conference call. The live broadcast of CBL's quarterly conference call will be available online at the Company's Web site at www.cblproperties.com, as well as www.streetevents.com, www.fulldisclosure.com and www.vcall.com on July 30, 2004, beginning at 10:00 a.m. EDT. The online replay will follow shortly after the call and continue through August 12, 2004. -MORE- CBL Reports Second Quarter Results Page 4 July 29, 2004 NON-GAAP FINANCIAL MEASURES 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 generally accepted accounting principles ("GAAP"). The National Association of Real Estate Investment Trusts defines FFO as 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 enhances investors' understanding of the Company's operating performance. FFO does not represent cash flow from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income for purposes of evaluating the Company's operating performance or to cash flow as a measure of liquidity. Same-Center Net Operating Income Net operating income ("NOI") is a supplemental measure of the operating performance of the Company's shopping centers. The Company defines NOI as operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). Similar to FFO, the Company computes NOI based on its pro rata share of both consolidated and unconsolidated properties. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies. A reconciliation of same-center NOI to net income is located at the end of this earnings release. Since NOI includes only those revenues and expenses related to the continuing operations of its shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. Pro Rata Share of Debt The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding minority investors' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affects the Company's liquidity. A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's consolidated balance sheet is located at the end of this earnings release. CBL & Associates Properties, Inc. is one of the top five owners of shopping centers in North America and the largest owner of malls and shopping centers in the Southeast, ranked by GLA owned. CBL owns, holds interests in or manages 167 properties, including 67 enclosed regional malls. The properties are located in 27 states and total 69.1 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL has nine projects under construction totaling approximately 2.0 million square feet including one regional mall - Imperial Valley Mall in the Imperial Valley region of California, an open-air shopping center in Southaven, MS, one community center and six expansions. In addition to its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham), MA. Additional information can be found at www.cblproperties.com. -MORE- CBL Reports Second Quarter Results Page 5 July 29, 2004 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 events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed 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. -MORE- CBL Reports Second Quarter Results Page 6 July 29, 2004 CBL & Associates Properties, Inc. Consolidated Statements of Operations (Unaudited; in thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- REVENUES: Minimum rents $ 114,044 $ 104,272 $ 223,031 $ 206,923 Percentage rents 1,474 1,198 8,168 7,521 Other rents 2,456 1,762 5,242 3,790 Tenant reimbursements 50,657 49,961 98,839 97,797 Management, development and leasing fees 1,716 1,406 3,511 2,725 Other 5,849 3,798 10,296 7,149 ---------- ---------- ---------- ---------- Total revenues 176,196 162,397 349,087 325,905 ---------- ---------- ---------- ---------- EXPENSES: Property operating 26,401 25,817 54,137 52,005 Depreciation and amortization 33,026 27,593 65,759 53,807 Real estate taxes 14,157 12,760 27,326 26,699 Maintenance and repairs 10,217 9,585 20,503 20,109 General and administrative 7,992 6,644 16,225 12,997 Other 4,923 2,315 7,955 4,656 ---------- ---------- ---------- ---------- Total expenses 96,716 84,714 191,905 170,273 ---------- ---------- ---------- ---------- Income from operations 79,480 77,683 157,182 155,632 Interest income 706 592 1,586 1,165 Interest expense (42,798) (38,350) (83,232) (75,292) Loss on extinguishment of debt - (167) - (167) Gain on sales of real estate assets 4,955 3,002 24,780 4,096 Equity in earnings of unconsolidated affiliates 2,682 731 5,546 2,487 Minority interest in earnings: Operating partnership (17,840) (17,979) (42,874) (38,616) Shopping center properties (1,819) (885) (3,058) (1,413) ---------- ---------- ---------- ---------- Income before discontinued operations 25,366 24,627 59,930 47,892 Operating income of discontinued operations 233 87 279 355 Gain on discontinued operations 525 - 520 2,935 ---------- ---------- ---------- ---------- Net income 26,124 24,714 60,729 51,182 Preferred dividends (4,416) (3,692) (8,832) (7,384) ---------- ---------- ---------- ---------- Net income available to common shareholders $ 21,708 $ 21,022 $ 51,897 $ 43,798 ========== ========== ========== ========== Basic per share data: Net income before discontinued operations, net of preferred dividends $ 0.69 $ 0.70 $ 1.68 $ 1.36 Discontinued operations 0.02 0.00 0.02 0.11 ---------- ---------- ---------- ---------- Net income available to common shareholders $ 0.71 $ 0.70 $ 1.70 $ 1.47 ========== ========== ========== ========== Weighted average common shares outstanding 30,600 29,886 30,464 29,806 Diluted per share data: Net income before discontinued operations, net of preferred dividends $ 0.66 $ 0.67 $ 1.61 $ 1.31 Discontinued operations 0.02 0.01 0.03 0.11 ---------- ---------- ---------- ---------- Net income available to common shareholders $ 0.68 $ 0.68 $ 1.64 $ 1.42 ========== ========== ========== ========== Weighted average common and potential dilutive common shares outstanding 31,755 31,066 31,686 30,942 (1) The amounts for the prior year periods have been reclassified to conform with the current year presentation. This reclassification did not impact income from operations or net income available to common shareholders.
-MORE- CBL Reports Second Quarter Results Page 7 July 29, 2004 The Company's calculation of FFO is as follows (in thousands, except per share data):
Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Net income available to common shareholders $ 21,708 $ 21,022 $ 51,897 $ 43,798 Add: Depreciation and amortization from consolidated properties 33,026 27,593 65,759 53,807 Depreciation and amortization from unconsolidated affiliates 1,547 1,123 2,743 2,019 Depreciation and amortization from discontinued operations 8 97 20 205 Minority interest in earnings of operating partnership 17,840 17,979 42,874 38,616 Less: Gain on disposal of operating real estate assets (4,484) - (23,565) - Minority investors' share of depreciation and amortization (304) (275) (597) (541) Gain on disposal of discontinued operations (525) - (520) (2,935) Depreciation and amortization of non-real estate assets (78) (133) (213) (266) ------------ ------------ ------------ ------------ Funds from operations $ 68,738 $ 67,406 $ 138,398 $ 134,703 ============ ============ ============ ============ Funds from operations applicable to Company shareholders $ 37,732 $ 36,252 $ 75,814 $ 72,356 ============ ============ ============ ============ Basic per share data: Funds from operations $ 1.23 $ 1.21 $ 2.49 $ 2.43 ============ ============ ============ ============ Weighted average common shares outstanding with operating partnership units fully converted 55,745 55,568 55,610 55,489 Diluted per share data: Funds from operations $ 1.21 $ 1.19 $ 2.44 $ 2.38 ============ ============ ============ ============ Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted 56,901 56,748 56,832 56,625 SUPPLEMENTAL FFO INFORMATION: Lease termination fees $ 1,444 $ 1,167 $ 2,601 $ 1,562 Lease termination fees per share $ 0.03 $ 0.02 $ 0.05 $ 0.03 Straight-line rental income $ 596 $ 1,201 $ 1,242 $ 2,222 Straight-line rental income per share $ 0.01 $ 0.02 $ 0.02 $ 0.04 Gains on outparcel sales $ 705 $ 2,875 $ 2,041 $ 3,976 Gains on outparcel sales per share $ 0.01 $ 0.05 $ 0.04 $ 0.07 Amortization of above- and below-market leases $ 607 $ 49 $ 1,242 $ 99 Amortization of above- and below-market leases per share $ 0.01 $ - $ 0.02 $ - Amortization of debt premiums $ 1,166 $ - $ 2,139 $ - Amortization of debt premiums per share $ 0.02 $ - $ 0.04 $ -
-MORE- CBL Reports Second Quarter Results Page 8 July 29, 2004 Same-Center Net Operating Income (Dollars in thousands)
Three Months Six Months Ended June 30, Ended June 30, ------------------------- -------------------------- 2004 2003 2004 2003 ------------------------- -------------------------- Net income $ 26,124 $ 24,714 $ 60,729 $ 51,182 Adjustments: Depreciation and amortization 33,026 27,593 65,759 53,807 Depreciation and amortization from unconsolidated affiliates 1,547 1,123 2,743 2,019 Depreciation and amortization from discontinued operations 8 97 20 205 Minority investors' share of depreciation and amortization in shopping center properties (304) (275) (597) (541) Interest expense 42,798 38,350 83,232 75,292 Interest expense from unconsolidated affiliates 1,658 2,053 3,077 3,882 Interest expense from discontinued operations 9 13 20 27 Minority investors' share of interest expense in shopping center properties (369) (414) (702) (1,579) Loss on extinguishment of debt - 167 - 167 Loss on extinguishment of debt in discontinued operations 58 - 58 - Abandoned projects expense 1,240 115 1,685 107 Gain on sales of real estate assets (4,955) (3,002) (24,780) (4,096) Gain on sales of real estate assets of unconsolidated affiliates - - (592) - Minority interest in earnings of Operating Partnership 17,840 17,979 42,874 38,616 Gain on discontinued operations (525) - (520) (2,935) ------------ ---------- ------------ ----------- Operating Partnership's share of total NOI 118,155 108,513 233,006 216,153 General and administrative expenses 7,992 6,644 16,225 12,997 Management fees and non-property level revenues (2,224) (3,058) (8,761) (3,640) ------------ ---------- ------------ ----------- Operating Partnership's share of property NOI 123,923 112,099 240,470 225,510 NOI of non-comparable centers (21,645) (11,317) (34,374) (21,611) ------------ ---------- ------------ ----------- Total same center NOI $ 102,278 $ 100,782 $ 206,096 $ 203,899 ============ ========== ============ =========== Malls $ 92,286 $ 92,306 $ 186,219 $ 187,731 Associated centers 4,117 4,215 9,642 8,318 Community centers 1,769 1,619 3,410 3,148 Other 4,106 2,642 6,825 4,702 ------------ ---------- ------------ ----------- Total same center NOI $ 102,278 $ 100,782 $ 206,096 $ 203,899 ============ ========== ============ =========== Percentage Change: Malls 0.0% -0.8% Associated centers -2.3% 15.9% Community centers 9.3% 8.3% Other 55.4% 45.2% ------------ ------------ Total same center NOI 1.5% 1.1% ============ ============
-MORE- CBL Reports Second Quarter Results Page 9 July 29, 2004 Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)
June 30, 2004 ------------------------------------------------------- Fixed Rate Variable Rate Total ------------------- ----------------- ----------------- Consolidated debt $ 2,366,070 $ 729,365 $ 3,095,435 Minority investors' share of consolidated debt (53,365) - (53,365) Company's share of unconsolidated affiliates' debt 58,885 121,041 179,926 ------------------- ----------------- ----------------- Company's share of consolidated and unconsolidated debt $ 2,371,590 $ 850,406 $ 3,221,996 =================== ================= ================= Weighted average interest rate 6.56% 2.36% 5.45% =================== ================= ================= June 30, 2003 ------------------------------------------------------- Fixed Rate Variable Rate Total ------------------- ----------------- ----------------- Consolidated debt $ 1,973,945 $ 566,969 $ 2,540,914 Minority investors' share of consolidated debt (19,857) - (19,857) Company's share of unconsolidated affiliates' debt 37,924 44,197 82,121 ------------------- ----------------- ----------------- Company's share of consolidated and unconsolidated debt $ 1,992,012 $ 611,166 $ 2,603,178 =================== ================= ================= Weighted average interest rate 7.05% 3.01% 6.10% =================== ================= =================
Debt-To-Total-Market Capitalization Ration as of June 30, 2004 (In thousands, except stock price)
Shares Outstanding Stock Price (1) Value ------------------- ----------------- ----------------- Common stock and operating partnership units 55,981 $ 55.00 $ 3,078,955 8.75% Series B Cumulative Redeemable Preferred Stock 2,000 $ 50.00 100,000 7.75% Series C Cumulative Redeemable Preferred Stock 460 $ 250.00 115,000 ----------------- Total market equity 3,293,955 Company's share of total debt 3,221,996 ----------------- Total market capitalization $ 6,515,951 ================= Debt-to-total-market capitalization ratio 49.4% ================= (1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 30, 2004. The stock price for the preferred stock represents the face value of each respective series of preferred stock.
Reconciliation of Shares and Operating Partnership Units Outstanding (In thousands)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------- ----------------------------------- Basic Diluted Basic Diluted ----------------- ------------------- ----------------- ----------------- 2004: Weighted average shares - EPS 30,600 31,755 30,464 31,686 Weighted average operating partnership units 25,145 25,146 25,146 25,146 ----------------- ------------------- ----------------- ----------------- Weighted average shares- FFO 55,745 56,901 55,610 56,832 ================= =================== ================= ================= 2003: Weighted average shares - EPS 29,886 31,066 29,806 30,942 Weighted average operating partnership units 25,682 25,682 25,683 25,683 ----------------- ------------------- ----------------- ----------------- Weighted average shares- FFO 55,568 56,748 55,489 56,625 ================= =================== ================= ================= Three Months Ended Six Months Ended Dividend Payout Ratio June 30, June 30, ------------------------------------- ----------------------------------- 2004 2003 2004 2003 ----------------- ------------------- ----------------- ----------------- Dividend per share $ 0.725 $ 0.655 $ 1.45 $ 1.31 FFO per diluted, fully converted share $ 1.21 $ 1.19 $ 2.44 $ 2.38 ----------------- ------------------- ----------------- ----------------- Dividend payout ratio 59.9% 55.0% 59.4% 55.0% ================= =================== ================= =================
-MORE- CBL Reports Second Quarter Results Page 10 July 29, 2004 Consolidated Balance Sheets (Preliminary and unaudited, in thousands)
June 30, December 31, 2004 2003 ------------ ------------ ASSETS Real estate assets: Land $ 604,904 $ 578,310 Buildings and improvements 4,155,864 3,678,074 ------------ ------------ 4,760,768 4,256,384 Less: accumulated depreciation (519,045) (467,614) ------------ ------------ 4,241,723 3,788,770 Real estate assets held for sale 67,811 64,354 Developments in progress 76,616 59,096 ------------ ------------ Net investment in real estate 4,386,150 3,912,220 Cash, restricted cash and cash equivalents 30,042 20,332 Cash in escrow - 78,476 Receivables: Tenant, net of allowance 35,800 42,165 Other 14,832 3,033 Mortgage notes receivable 27,555 36,169 Investment in unconsolidated affiliates 88,638 96,450 Other assets 85,030 75,465 ------------ ------------ $ 4,668,047 $ 4,264,310 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage and other notes payable $ 3,092,963 $ 2,709,348 Mortgage notes payable on real estate assets held for sale 2,472 28,754 Accounts payable and accrued liabilities 177,674 161,478 ------------ ------------ Total liabilities 3,273,109 2,899,580 ------------ ------------ Commitments and contingencies Minority interests 540,894 526,993 ------------ ------------ Shareholders' equity: Preferred Stock, $.01 par value 25 25 Common Stock, $.01 par value 308 303 Additional paid-in capital 828,984 818,051 Deferred compensation (3,549) (1,607) Retained earnings 28,276 20,965 ------------ ------------ Total shareholders' equity 854,044 837,737 ------------ ------------ $ 4,668,047 $ 4,264,310 ============ ============ The balance sheet above is preliminary as of the date of this report. Please refer to the Company's Quarterly Report on Form 10-Q when filed for a complete balance sheet as of June 30, 2004.
EX-99 4 confcallscript.txt EX 99.2 CONFERENCE CALL 99.2 Analyst Conference Call Script - Second Quarter Ended June 30, 2004 CBL & ASSOCIATES PROPERTIES, INC. Conference Call, Second Quarter 2004 July 29, 2004 @ 10:00 AM EDT Thank you and good morning. We appreciate your participation in today's conference call to discuss our 2004 second quarter results. With me today is John Foy, the Company's Vice Chairman and Chief Financial Officer, and Charlie Willett, Senior Vice President - Real Estate 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. Also, references made to community centers are only those that are not a part of our joint venture with Galileo America. 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations" included therein for a discussion of such risks and uncertainties. I would like to note that a transcript of today's comments, the earnings release, a preliminary balance sheet and additional supplemental schedules, will be furnished to the SEC on Form 8-K and will be available on our website. 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. During this conference call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. A description of each non-GAAP financial measure and a reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure was included in the earnings release that will be in the Form 8-K. Our supplemental information was released last evening with our earnings release and was posted to our web site. Thank you, Charlie. Before we start today's call, we wanted to mention how much we have appreciated the counsel and service that Bill Poorvu, whose retirement we announced yesterday, has rendered to our company as a member of our Board of Directors. We wish him well in all of his endeavors. We also want to thank Kelly Sargent, our former Director of Investor Relations, for a job well done. We wish her well in her new position at E*Trade. At CBL, we have always invested considerable time and resources in developing and perfecting a core strategy that allows us to provide consistent FFO and -1- dividend growth. Our strategy includes maintaining a conservative debt to total market capitalization ratio, a relatively low percentage of floating rate debt, active acquisition and development programs, strong occupancy and same center NOI growth, reinvestments in our properties and financial discipline in pursuing new growth opportunities. We continue to enjoy an improving retail environment with mall retailers experiencing higher sales growth and improving margins. We believe these trends are beginning to have a positive impact on retailers' plans to add new stores and concepts in malls. The second quarter was an active one for us on the development, acquisition and leasing fronts. One of the highlights for us in the second quarter is the annual ICSC Convention. We estimate that we had between 2,000 and 2,500 visitors for the three days our suite was open. Overall attendance for the convention was over 36,000 and the attitude of the retailers was as vibrant and positive as we have seen in years. In June we also held Connection 2004, our annual leasing event here in Chattanooga for retailers. This three-day conference had over 130 retailer representatives in attendance. DEVELOPMENTS During the quarter, we purchased the land and began construction of the 407,000-square-foot Southaven Towne Center in Southaven, MS, a Memphis suburb. Phase I of this open-air center will be anchored by JCPenney, Linens `N' Things and Circuit City and will open in October 2005. Dillard's will join in Phase II in spring 2006. We also began construction on an expansion to CoolSprings Crossing, one of our associated centers in Nashville. Our other major development currently under construction is Imperial Valley Mall in El Centro, CA. This 752,000 square foot mall is on schedule for its March 2005 grand opening. We are pleased to currently be 75% leased and committed. We also have under construction the 334,000-square-foot Charter Oak Marketplace in Hartford, CT, anchored by Wal-Mart and Marshall's. This project is 97% leased and will be contributed to our Galileo joint venture. We have four mall expansions in progress including East Towne and West Towne Malls in Madison, WI, and The Lakes Mall in Muskegon, MI. Each of these three projects includes a new Dick's Sporting Goods with the two Madison malls including additional mall shop space. All are scheduled to open this November. At Arbor Place Mall construction is on schedule for the new 140,000-square-foot Rich's-Macy's to open this September. We have three mall renovations underway right now - Panama City Mall, which is expected to be completed by the end of August, and Cherryvale Mall and Northwoods Mall, which are expected to be completed in November. Our total investment, excluding deferred maintenance costs, will be $23.0 million. LEASING & OCCUPANCY During the quarter we entered into approximately 338,000 square feet of new leases and renewed approximately 206,000 square feet of existing tenants for -2- total leasing of 544,000 square feet compared with 495,000 square feet in 2003. Leasing for both periods excludes results achieved in the community center portfolio contributed to the Galileo joint venture. From July 1st of last year through June 30th of this year, we lost 438,000 square feet to bankruptcies and store closings. This resulted in the loss of $7.5 million in annual base rents. The pace of bankruptcies slowed in the second quarter and we have now replaced 153,000 square feet. The annual base rents of $3.1 million achieved on these retenanted spaces represent an increase of 30% in annual base rent. At the end of the second quarter, total portfolio occupancy was 91.1%, which was 40 basis points below the prior-year period but 30 basis points higher than the end of the first quarter. We had originally anticipated occupancy to trend down sequentially in the second quarter but we were pleased to have made progress through our leasing efforts, particularly in the malls. In the mall portfolio, average annual base rents for spaces leased increased by 20.9% compared to the average base rents vacated. The associated centers experienced a decrease of 9.5% primarily as a result of the redevelopment of Hamilton Corner, an associated center adjacent to Hamilton Place Mall in Chattanooga. For the fourteen community centers remaining in our portfolio, we experienced an increase of 19.4%. RETAIL SALES We are pleased to report strong retail sales in our portfolio for the fifth consecutive quarter. For mall stores of 10,000 square feet and less, year to date same store sales increased 5.6% for those tenants that have reported. Additionally during the quarter occupancy costs as a percentage of sales at our malls was 13.7% compared with 14.5% for the same period one year ago. ACQUISITIONS On Wednesday, we announced the acquisition of the 1,129,000-square-foot Monroeville Mall in the eastern Pittsburg suburb of Monroeville, Pennsylvania, from Turnberry Associates for total consideration of $231.2 million. The acquisition included the mall, a 230,000-square-foot associated center known as the Annex, and an 86,000-square-foot open-air expansion known as the Village. An additional $20.7 million will be invested for the open-air expansion, which will open in phases starting in the latter part of this year and continuing through 2005. The purchase price was comprised of the assumption of a $134.0 million non-recourse, fixed-rate loan, special common units of CBL's Operating Partnership with a value of $60.95 million ($78.10 per unit at an initial yield of 6.5%) and $36.25 million in cash. Year to date, we have completed six mall acquisitions totaling 5.2 million square feet for a total investment of $705.4 million with an average yield of 7.73% based on income in place. These acquisitions were funded through $263.3 million of assumed debt, $166.1 million of term loans, $162.1 million from lines of credit, $60.9 million in special common units and $53.0 million in cash. -3- While we do not budget for acquisitions - preferring to let the true value of the opportunity influence the decision making process rather than the immediate need to "make the numbers" - acquisitions have clearly played an important role in the growth of our company and will continue to do so. Since 1995, we have acquired 47 regional malls, 9 associated centers and two community centers totaling 42 million square feet and a total investment of $3.5 billion. I highlight these facts for the simple reason that during this time period we have seen a low cap rate environment come, go and come again. During this time we have been rational and disciplined in our underwriting. We have maintained our focus on well-located, dominant malls that generate strong initial returns and provide opportunities to realize upside potential. We have acquired six properties this year that fit that mold very well, and we will continue to selectively review both one-off and portfolio acquisitions that become available. Now, I'd like to turn the call over to John Foy for a financial review. Thank you, Stephen, and good morning. FINANCIAL REVIEW Some of the financial highlights of the second quarter were as follows: 1. The acquisition of Chapel Hill Mall and Park Plaza Mall that closed during the second quarter added FFO of $0.01 per share. The total accretion in 2004 for these two malls and Monroeville Mall acquired in July is $0.15 per share of FFO. 2. We received $0.03 per share of FFO from lease termination fees. As we have stated, we do not budget for lease termination fees. 3. Outparcel sales for the second quarter were $0.04 per share lower than the same quarter last year. 4. G&A in the second quarter increased by approximately $0.02 per share, or $1.3 million, compared to the second quarter last year. Of this amount, $900,000 was related to higher state taxes with the balance attributable to increased salaries and other overhead. We estimate annual G&A in the range of $34 million. 5. The write-off of abandoned projects was $1.1 million, or $0.02 per share of FFO higher this quarter compared to the same quarter last year. During the second quarter, operating performance improved resulting in FFO per share growth of 1.7% or $0.02 per share. Of this increase, 96% was generated by external growth. The external growth resulted from the new developments and acquisitions we completed in 2003 and the first six months of 2004. The internal growth resulted primarily from the 1.5% same center NOI growth, which was within our projected range of 1 to 2%. As we stated in our earnings release, the second quarter same-center NOI growth was 1.5% for the total portfolio, driven by improvement in occupancy over the first quarter of 2004 and the contributions from specialty leasing, sponsorship and branding, and our taxable REIT subsidiary. The breakdown by property type for the quarter is as follows: -4- 1. Same center mall NOI growth was flat. We believe this is a significant accomplishment given the 372,000 square feet of vacancies from bankruptcies and store closings we have experienced in the malls during the last 12 months. As Stephen mentioned, we have leased approximately 31% of this space, which will provide a positive NOI impact beginning in the fourth quarter of this year. 2. Associated center NOI decreased by 2.3%, or $119,000. We experienced 66,000 square feet of bankruptcies and store closings during the last 12 months, of which we have re-leased 57%. 3. NOI for community centers which are not part of our venture with Galileo increased 9.3% or $150,000. Our cost recovery ratio was 99.8% for the quarter compared with 103.7% in the second quarter of 2003. Though higher than the mid-90's target we discussed last quarter, we still expect this ratio to trend back to the mid-90% level in the second half of the year. Our debt to total market capitalization at the end of the second quarter was 49.4%, compared with 50.3% a year ago, continuing to give us financial flexibility. Our floating rate debt represents only 13.1% of our total market capitalization and accounts for 26.4% of our total debt. The variable rate debt includes construction loans, lines of credit and six short-term loans on operating properties. We expect to convert some of these short-term loans to long-term, fixed-rate loans during the remainder of this year. The dividend payout ratio was 60% at quarter-end. Our financial coverage ratios remain strong with an EBITDA coverage ratio of 2.71 for the second quarter of 2004 compared with 2.81 for the same period in 2003. The decline in the ratio was the result of an increase in interest expense and a comparatively smaller gain from outparcel sales. CONCLUSION In summary, we are pleased with our accomplishments for this quarter and we have a positive outlook going forward based on the following reasons: 1. The improving retail environment has created more optimism on the part of retailers for expansion plans in 2004 and beyond. 2. While we expect same center NOI growth to be in the range of 1% to 2% for the remainder of this year, we anticipate stronger NOI performance in 2005. 3. We have exciting new developments coming on line this year and next, along with a development pipeline that is becoming more active than in the last couple of years. Our new development program is further enhanced by the success we have enjoyed at Coastal Grand-Myrtle Beach, which is off to a spectacular start. 4. We have acquired over $700 million of new malls this year compared to $494 million for all of 2003. These properties have been acquired at favorable cap rates and are consistent with our disciplined approach to acquisitions. 5. Based on our operating results and the acquisitions to date, we increased our guidance to a range of $4.98 to $5.03 per share. We appreciate your confidence and support. Stephen and I will now answer your questions. Operator: Open for Q&A. Final Comment: Stephen: Thank you again for joining us today. EX-99 5 supplemental.txt EX 99.3 SUPPLEMENTAL 99.3 Supplemental Financial and Operating Information - Second Quarter Ended June 30, 2004 CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Consolidated Statements of Operations (Unaudited; in thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, ----------------------- ---------------------- 2004 2003 2004 2003 --------- --------- --------- --------- REVENUES: Minimum rents $114,044 $104,272 $223,031 $206,923 Percentage rents 1,474 1,198 8,168 7,521 Other rents 2,456 1,762 5,242 3,790 Tenant reimbursements 50,657 49,961 98,839 97,797 Management, development and leasing fees 1,716 1,406 3,511 2,725 Other 5,849 3,798 10,296 7,149 --------- --------- --------- --------- Total revenues 176,196 162,397 349,087 325,905 --------- --------- --------- --------- EXPENSES: Property operating 26,401 25,817 54,137 52,005 Depreciation and amortization 33,026 27,593 65,759 53,807 Real estate taxes 14,157 12,760 27,326 26,699 Maintenance and repairs 10,217 9,585 20,503 20,109 General and administrative 7,992 6,644 16,225 12,997 Other 4,923 2,315 7,955 4,656 --------- --------- --------- --------- Total expenses 96,716 84,714 191,905 170,273 --------- --------- --------- --------- Income from operations 79,480 77,683 157,182 155,632 Interest income 706 592 1,586 1,165 Interest expense (42,798) (38,350) (83,232) (75,292) Loss on extinguishment of debt - (167) - (167) Gain on sales of real estate assets 4,955 3,002 24,780 4,096 Equity in earnings of unconsolidated affiliates 2,682 731 5,546 2,487 Minority interest in earnings: Operating partnership (17,840) (17,979) (42,874) (38,616) Shopping center properties (1,819) (885) (3,058) (1,413) --------- --------- --------- --------- Income before discontinued operations 25,366 24,627 59,930 47,892 Operating income of discontinued operations 233 87 279 355 Gain on discontinued operations 525 - 520 2,935 --------- --------- --------- --------- Net income 26,124 24,714 60,729 51,182 Preferred dividends (4,416) (3,692) (8,832) (7,384) --------- --------- --------- --------- Net income available to common shareholders $ 21,708 $ 21,022 $ 51,897 $ 43,798 ========= ========= ========= ========= Basic per share data: Net income before discontinued operations, net of preferred dividend $ 0.69 $ 0.70 $ 1.68 $ 1.36 Discontinued operations 0.02 0.00 0.02 0.11 --------- --------- --------- --------- Net income available to common shareholders $ 0.71 $ 0.70 $ 1.70 $ 1.47 ========= ========= ========= ========= Weighted average common shares outstanding 30,600 29,886 30,464 29,806 Diluted per share data: Net income before discontinued operations, net of preferred dividend $ 0.66 $ 0.67 $ 1.61 $ 1.31 Discontinued operations 0.02 0.01 0.03 0.11 --------- --------- --------- --------- Net income available to common shareholders $ 0.68 $ 0.68 $ 1.64 $ 1.42 ========= ========= ========= ========= Weighted average common and potential dilutive common shares outstanding 31,755 31,066 31,686 30,942
-1- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 The Company's calculation of FFO is as follows (in thousands, except per share data):
Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Net income available to common shareholders $ 21,708 $ 21,022 $ 51,897 $ 43,798 Add: Depreciation and amortization from consolidated properties 33,026 27,593 65,759 53,807 Depreciation and amortization from unconsolidated affiliates 1,547 1,123 2,743 2,019 Depreciation and amortization from discontinued operations 8 97 20 205 Minority interest in earnings of operating partnership 17,840 17,979 42,874 38,616 Less: Gain on disposal of operating real estate assets (4,484) - (23,565) - Minority investors' share of depreciation and amortization (304) (275) (597) (541) Gain on disposal of discontinued operations (525) - (520) (2,935) Depreciation and amortization of non-real estate assets (78) (133) (213) (266) ------------ ------------ ------------ ------------ Funds from operations $ 68,738 $ 67,406 $ 138,398 $ 134,703 ============ ============ ============ ============ Funds from operations applicable to Company shareholders $ 37,732 $ 36,252 $ 75,814 $ 72,356 ============ ============ ============ ============ Basic per share data: Funds from operations $ 1.23 $ 1.21 $ 2.49 $ 2.43 ============ ============ ============ ============ Weighted average common shares outstanding with operating partnership units fully converted 55,745 55,568 55,610 55,489 Diluted per share data: Funds from operations $ 1.21 $ 1.19 $ 2.44 $ 2.38 ============ ============ ============ ============ Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted 56,901 56,748 56,832 56,625 SUPPLEMENTAL FFO INFORMATION: Lease termination fees $ 1,444 $ 1,167 $ 2,601 $ 1,562 Lease termination fees per share $ 0.03 $ 0.02 $ 0.05 $ 0.03 Straight-line rental income $ 596 $ 1,201 $ 1,242 $ 2,222 Straight-line rental income per share $ 0.01 $ 0.02 $ 0.02 $ 0.04 Gains on outparcel sales $ 705 $ 2,875 $ 2,041 $ 3,976 Gains on outparcel sales per share $ 0.01 $ 0.05 $ 0.04 $ 0.07 Amortization of above- and below-market leases $ 607 $ 49 $ 1,242 $ 99 Amortization of above- and below-market leases per share $ 0.01 $ - $ 0.02 $ - Amortization of debt premiums $ 1,166 $ - $ 2,139 $ - Amortization of debt premiums per share $ 0.02 $ - $ 0.04 $ -
-2- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Same-Center Net Operating Income (Dollars in thousands)
Three Months Six Months Ended June 30, Ended June 30, ------------------------- -------------------------- 2004 2003 2004 2003 ------------------------- -------------------------- Net income $ 26,124 $ 24,714 $ 60,729 $ 51,182 Adjustments: Depreciation and amortization 33,026 27,593 65,759 53,807 Depreciation and amortization from unconsolidated affiliates 1,547 1,123 2,743 2,019 Depreciation and amortization from discontinued operations 8 97 20 205 Minority investors' share of depreciation and amortization in shopping center properties (304) (275) (597) (541) Interest expense 42,798 38,350 83,232 75,292 Interest expense from unconsolidated affiliates 1,658 2,053 3,077 3,882 Interest expense from discontinued operations 9 13 20 27 Minority investors' share of interest expense in shopping center properties (369) (414) (702) (1,579) Loss on extinguishment of debt - 167 - 167 Loss on extinguishment of debt in discontinued operations 58 - 58 - Abandoned projects expense 1,240 115 1,685 107 Gain on sales of real estate assets (4,955) (3,002) (24,780) (4,096) Gain on sales of real estate assets of unconsolidated affiliates - - (592) - Minority interest in earnings of Operating Partnership 17,840 17,979 42,874 38,616 Gain on discontinued operations (525) - (520) (2,935) ------------ ---------- ------------ ----------- Operating Partnership's share of total NOI 118,155 108,513 233,006 216,153 General and administrative expenses 7,992 6,644 16,225 12,997 Management fees and non-property level revenues (2,224) (3,058) (8,761) (3,640) ------------ ---------- ------------ ----------- Operating Partnership's share of property NOI 123,923 112,099 240,470 225,510 NOI of non-comparable centers (21,645) (11,317) (34,374) (21,611) ------------ ---------- ------------ ----------- Total same center NOI $ 102,278 $ 100,782 $ 206,096 $ 203,899 ============ ========== ============ =========== Malls $ 92,286 $ 92,306 $ 186,219 $ 187,731 Associated centers 4,117 4,215 9,642 8,318 Community centers 1,769 1,619 3,410 3,148 Other 4,106 2,642 6,825 4,702 ------------ ---------- ------------ ----------- Total same center NOI $ 102,278 $ 100,782 $ 206,096 $ 203,899 ============ ========== ============ =========== Percentage Change: Malls 0.0% -0.8% Associated centers -2.3% 15.9% Community centers 9.3% 8.3% Other 55.4% 45.2% ------------ ------------ Total same center NOI 1.5% 1.1% ============ ============
-3- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)
June 30, 2004 ------------------------------------------------------- Fixed Rate Variable Rate Total ------------------- ----------------- ----------------- Consolidated debt $ 2,366,070 $ 729,365 $ 3,095,435 Minority investors' share of consolidated debt (53,365) - (53,365) Company's share of unconsolidated affiliates' debt 58,885 121,041 179,926 ------------------- ----------------- ----------------- Company's share of consolidated and unconsolidated debt $ 2,371,590 $ 850,406 $ 3,221,996 =================== ================= ================= Weighted average interest rate 6.56% 2.36% 5.45% =================== ================= ================= June 30, 2003 ------------------------------------------------------- Fixed Rate Variable Rate Total ------------------- ----------------- ----------------- Consolidated debt $ 1,973,945 $ 566,969 $ 2,540,914 Minority investors' share of consolidated debt (19,857) - (19,857) Company's share of unconsolidated affiliates' debt 37,924 44,197 82,121 ------------------- ----------------- ----------------- Company's share of consolidated and unconsolidated debt $ 1,992,012 $ 611,166 $ 2,603,178 =================== ================= ================= Weighted average interest rate 7.05% 3.01% 6.10% =================== ================= =================
Debt-To-Total-Market Capitalization Ration as of June 30, 2004 (In thousands, except stock price)
Shares Outstanding Stock Price (1) Value ------------------- ----------------- ----------------- Common stock and operating partnership units 55,981 $ 55.00 $ 3,078,955 8.75% Series B Cumulative Redeemable Preferred Stock 2,000 $ 50.00 100,000 7.75% Series C Cumulative Redeemable Preferred Stock 460 $ 250.00 115,000 ----------------- Total market equity 3,293,955 Company's share of total debt 3,221,996 ----------------- Total market capitalization $ 6,515,951 ================= Debt-to-total-market capitalization ratio 49.4% ================= (1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 30, 2004. The stock price for the preferred stock represents the face value of each respective series of preferred stock.
Reconciliation of Shares and Operating Partnership Units Outstanding (In thousands)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------- ----------------------------------- Basic Diluted Basic Diluted ----------------- ------------------- ----------------- ----------------- 2004: Weighted average shares - EPS 30,600 31,755 30,464 31,686 Weighted average operating partnership units 25,145 25,146 25,146 25,146 ----------------- ------------------- ----------------- ----------------- Weighted average shares- FFO 55,745 56,901 55,610 56,832 ================= =================== ================= ================= 2003: Weighted average shares - EPS 29,886 31,066 29,806 30,942 Weighted average operating partnership units 25,682 25,682 25,683 25,683 ----------------- ------------------- ----------------- ----------------- Weighted average shares- FFO 55,568 56,748 55,489 56,625 ================= =================== ================= ================= Three Months Ended Six Months Ended Dividend Payout Ratio June 30, June 30, ------------------------------------- ----------------------------------- 2004 2003 2004 2003 ----------------- ------------------- ----------------- ----------------- Dividend per share $ 0.725 $ 0.655 $ 1.45 $ 1.31 FFO per diluted, fully converted share $ 1.21 $ 1.19 $ 2.44 $ 2.38 ----------------- ------------------- ----------------- ----------------- Dividend payout ratio 59.9% 55.0% 59.4% 55.0% ================= =================== ================= =================
-4- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Consolidated Balance Sheets (Preliminary and unaudited, in thousands)
June 30, December 31, 2004 2003 ------------ ------------ ASSETS Real estate assets: Land $ 604,904 $ 578,310 Buildings and improvements 4,155,864 3,678,074 ------------ ------------ 4,760,768 4,256,384 Less: accumulated depreciation (519,045) (467,614) ------------ ------------ 4,241,723 3,788,770 Real estate assets held for sale 67,811 64,354 Developments in progress 76,616 59,096 ------------ ------------ Net investment in real estate 4,386,150 3,912,220 Cash, restricted cash and cash equivalents 30,042 20,332 Cash in escrow - 78,476 Receivables: Tenant, net of allowance 35,800 42,165 Other 14,832 3,033 Mortgage notes receivable 27,555 36,169 Investment in unconsolidated affiliates 88,638 96,450 Other assets 85,030 75,465 ------------ ------------ $ 4,668,047 $ 4,264,310 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage and other notes payable $ 3,092,963 $ 2,709,348 Mortgage notes payable on real estate assets held for sale 2,472 28,754 Accounts payable and accrued liabilities 177,674 161,478 ------------ ------------ Total liabilities 3,273,109 2,899,580 ------------ ------------ Commitments and contingencies Minority interests 540,894 526,993 ------------ ------------ Shareholders' equity: Preferred Stock, $.01 par value 25 25 Common Stock, $.01 par value 308 303 Additional paid-in capital 828,984 818,051 Deferred compensation (3,549) (1,607) Retained earnings 28,276 20,965 ------------ ------------ Total shareholders' equity 854,044 837,737 ------------ ------------ $ 4,668,047 $ 4,264,310 ============ ============ The balance sheet above is preliminary as of the date of this report. Please refer to the Company's Quarterly Report on Form 10-Q when filed for a complete balance sheet as of June 30, 2004.
-5- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Ratio of EBITDA to Interest Expense (Dollars in thousands)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------- 2004 2003 2004 2003 ------------------ ----------------- EBITDA: Net Income $ 26,124 $ 24,714 $ 60,729 $ 51,182 Adjustments: Depreciation and amortization 33,026 27,593 65,759 53,807 Depreciation and amortization from unconsolidated affiliates 1,547 1,123 2,743 2,019 Depreciation and amortization from discontinued operations 8 97 20 205 Minority investors' share of depreciation and amortization in shopping center properties (304) (275) (597) (541) Interest expense 42,798 38,350 83,232 75,292 Interest expense from unconsolidated affiliates 1,658 2,053 3,077 3,882 Interest expense from discontinued operations 9 13 20 27 Minority investors' share of interest expense in shopping center properties (369) (414) (702) (1,579) Income taxes 819 1,046 1,265 1,539 Loss on extinguishment of debt - 167 - 167 Abandoned projects expense 1,240 115 1,685 107 Gain on sales of operating real estate assets (4,484) - (23,565) - Minority interest in earnings of Operating Partnership 17,840 17,979 42,874 38,616 Gain on discontinued operations (525) - (520) (2,935) -------- --------- --------- --------- Company's share of total EBITDA $119,387 $ 112,561 $236,020 $221,788 ======== ========= ========= ========= Interest Expense: Interest expense $ 42,798 $ 38,350 $ 83,232 $ 75,292 Interest expense from discontinued operations 9 13 20 27 Interest expense from unconsolidated affiliates 1,658 2,053 3,077 3,882 Minority investors' share of interest expense in shopping center properties (369) (414) (702) (1,579) -------- --------- --------- --------- Company's share of total interest expense $ 44,096 $ 40,002 $ 85,627 $ 77,622 ======== ========= ========= ========= Ratio of EBITDA to Interest Expense 2.71 2.81 2.76 2.86 ======== ========= ========= =========
Reconciliation of EBITDA to Cash Flows Provided By Operating Activities (In thousands)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------- 2004 2003 2004 2003 ------------------ ----------------- Company's share of total EBITDA $119,387 $ 112,561 $ 236,02 $221,788 Interest expense (42,798) (38,350) (83,232) (75,292) Minority interest's share of interest expense 369 414 702 1,579 Income taxes (819) (1,046) (1,265) (1,539) Amortization of deferred financing costs and non real estate depeciation included in operating expense 1,664 1,056 3,418 2,354 Amortization of debt premiums (1,125) - (2,057) - Amortization of above and below market leases (568) (49) (1,171) (99) Depreciation and interest expense from unconsolidated affiliates (3,205) (3,176) (5,820) (5,901) Minority investors' share of depreciation and amortization in shopping center properties 304 275 597 541 Minority interest in earnings - shopping center properties 1,819 885 3,058 1,413 Gains on outparcel sales (782) (3,002) (1,526) (4,106) Issuances of stock under incentive plan 269 1,129 1,268 1,203 Write-off of development projects 1,240 115 1,685 107 Amortization of deferred compensation 264 62 357 62 Accrual of deferred compensation 105 89 221 177 Changes in operating assets and liabilities 3,781 (12,331) 6,402 (17,298) -------- --------- --------- --------- Cash flows provided by operating activities $ 79,905 $ 58,632 $ 158,65 $124,989 ======== ========= ========= =========
-6- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Schedule of Mortgage and Other Notes Payable as of June 30, 2004 (Dollars In thousands )
Maturity Interest Balance Balance Property Location Date Rate 6/30/2004 Fixed Variable - --------------------------------------------------------------------------------------------------------- Midland, MI Midland Mall Jun-04 2.313% $ 30,000 $ - $ 30,000 Cincinnati, OH Eastgate Mall Dec-04 2.139% 41,125 - 41,125 Lexington, KY Fayette Mall Development Dec-04 2.930% 8,550 - 8,550 Brookfield, IL Brookfield Square May-05 7.498% 70,801 70,801 - Hattiesburg, MS Turtle Creek Mall Mar-06 7.400% 30,744 30,744 - Chesapeake, VA Greenbrier Mall Apr-06 2.188% 92,650 - 92,650 Akron, OH Chapel Hill Mall May-06 2.280% 66,500 - 66,500 Rockford, IL Cherryvale Mall Jul-06 7.375% 45,080 45,080 - Lynchburg, VA River Ridge Mall Jan-07 9.302% 22,102 22,102 - Madison, WI East Towne Mall Jan-07 8.010% 27,498 27,498 - Madison, WI West Towne Mall Jan-07 8.010% 42,513 42,513 - Chattanooga, TN Hamilton Place Mar-07 7.000% 64,546 64,546 - Cincinnati, OH Eastgate Crossing Apr-07 6.380% 10,295 10,295 - Charleston, SC Citadel Mall May-07 7.390% 31,353 31,353 - Dalton, GA Walnut Square Feb-08 10.125% 438 438 - Highpoint, NC Oak Hollow Mall Feb-08 7.310% 45,278 45,278 - Winston-Salem, NC Hanes Mall Jul-08 7.310% 110,209 110,209 - Nashville, TN Hickory Hollow Mall Aug-08 6.770% 88,706 88,706 - Nashville, TN Courtyard At Hickory HolloAug-08 6.770% 4,130 4,130 - Nashville, TN Rivergate Mall Aug-08 6.770% 71,692 71,692 - Nashville, TN Village At Rivergate Aug-08 6.770% 3,386 3,386 - Lansing, MI Meridian Mall Oct-08 4.520% 94,419 94,419 - Cary , NC Cary Towne Center Mar-09 6.850% 87,789 87,789 - Fairview Heights, ISt. Claire Square Apr-09 7.000% 68,108 68,108 - Daytona Beach, FL Volusia Mall Apr-09 6.950% 54,660 54,660 - Terre Haute, IN Honey Creek Mall Apr-09 6.700% 32,959 32,959 - Meridian, MS Bonita Lakes Mall Oct-09 6.820% 26,848 26,848 - Meridian, MS Bonita Lakes Crossing Oct-09 6.820% 8,412 8,412 - Little Rock, AR Park Plaza Mall May-10 8.690% 41,280 41,280 - Spartanburg, SC Westgate Crossing Jul-10 8.420% 9,619 9,619 - Burnsville, MN Burnsville Center Aug-10 8.000% 70,299 70,299 - Roanoke, VA Valley View Mall Sep-10 8.610% 44,662 44,662 - Nashville, TN Coolsprings Galleria Sep-10 8.290% 59,491 59,491 - Beaumont, TX Parkdale Mall Oct-10 5.010% 56,125 56,125 - Beaumont, TX Parkdale Crossing Oct-10 5.010% 8,862 8,862 - Stroud, PA Stroud Mall Dec-10 8.420% 31,682 31,682 - Wausau, WI Wausau Center Dec-10 6.700% 13,456 13,456 - York, PA York Galleria Dec-10 8.340% 50,665 50,665 - Lexington, KY Fayette Mall Jul-11 7.000% 94,891 94,891 - Chattanooga, TN Hamilton Corner Aug-11 10.125% 2,389 2,389 - Asheville, NC Asheville Mall Sep-11 6.980% 69,124 69,124 - Portland, ME BJ'S Plaza Dec-11 10.400% 2,472 2,472 - Ft Smith, AR Massard Crossing Feb-12 7.540% 5,880 5,880 - Houston, TX Willowbrook Plaza Feb-12 7.540% 30,085 30,085 - Vicksburg, MS Pemberton Plaza Feb-12 7.540% 2,007 2,007 - Fayetteville, NC Cross Creek Mall Apr-12 7.400% 63,683 63,683 - Colonial Heights, VSouthpark Mall May-12 7.000% 37,709 37,709 - 7 Asheboro, NC Randolph Mall Jul-12 6.500% 15,188 15,188 - Douglasville, GA Arbor Place Mall Jul-12 6.510% 78,846 78,846 - Douglasville, GA The Landing At Arbor PlaceJul-12 6.510% 8,900 8,900 - Jackson, TN Old Hickory Mall Jul-12 6.510% 34,828 34,828 - Louisville, KY Jefferson Mall Jul-12 6.510% 43,921 43,921 - N Charleston, SC Northwoods Mall Jul-12 6.510% 62,883 62,883 - Racine, WI Regency Mall Jul-12 6.510% 34,441 34,441 - Saginaw, MI Fashion Square Jul-12 6.510% 60,368 60,368 - Spartanburg, SC Westgate Mall Jul-12 6.500% 54,560 54,560 - Chattanooga, TN CBL Center Aug-12 6.250% 14,669 14,669 - Panama City, FL Panama City Mall Aug-12 7.300% 39,944 39,944 - Greensburg, PA Westmoreland Mall Jan-13 5.050% 82,811 82,811 - Morristown, TN College Square Sep-13 6.750% 11,847 11,847 - Columbia, SC Columbia Mall Oct-13 5.450% 33,513 33,513 - Janesville, WI Janesville Mall Apr-16 8.375% 13,918 13,918 - ------- ------- - 2,565,809 2,326,984 238,825 ---------- ---------- ------- Weighted average interest rate 6.19% 6.59% 2.25% Debt Premiums: Lynchburg, VA River Ridge Mall Jan-07 4.000% 2,119 2,119 - Daytona Beach, FL Volusia Mall Apr-09 4.750% 4,402 4,402 - Terre Haute, IN Honey Creek Mall Apr-09 4.750% 3,050 3,050 - Little Rock, AR Park Plaza Mall May-10 4.900% 7,737 7,737 - Roanoke, VA Valley View Mall Sep-10 5.100% 8,054 8,054 - Fayetteville, NC Cross Creek Mall Apr-12 5.000% 9,427 9,427 - Colonial Heights, VSouthpark Mall May-12 5.100% 4,297 4,297 - ---------- ---------- - 39,086 39,086 - ---------- ---------- - Weighted average interest rate 4.91% 4.91% SUBTOTAL 2,604,895 2,366,070 238,825 ---------- ---------- ------- Weighted average interest rate 6.17% 6.56% 2.25% CONSTRUCTION LOANS Southaven, MS Southaven Towne Center Jun-07 2.913% 9,140 - 9,140 ---------- ---------- ------- LINES OF CREDIT 2.240% 481,400 - 481,400 ---------- ---------- ------- TOTAL BALANCE SHEET $3,095,435 $2,366,070 $729,365 Weighted average interest rate 5.55% 6.56% 2.25% Plus CBL's Share Of Unconsolidated Affiliates: Huntsville, AL Parkway Place Dec-04 2.780% 28,915 - 28,915 Myrtle Beach, SC Coastal Grand May-06 2.963% 75,933 - 75,933 El Centro, CA Imperial Valley Mall Dec-06 2.970% 11,293 - 11,293 Paducah, KY Kentucky Oaks Jun-07 9.000% 15,849 15,849 - Del Rio, TX Plaza Del Sol Aug-10 9.150% 1,892 1,892 - Clarksville, TN Governors Square Sep-16 8.230% 15,317 15,317 - Galileo America LLCPortfolio various 5.076% 30,727 25,827 4,900 ---------- ---------- ------- 179,926 58,885 121,041 ---------- ---------- ------- -8- Less Minority Interest's Share: Minority Interest Chattanooga, TN CBL Center 8.0% 6.2500% (1,174) (1,174) - Chattanooga, TN Hamilton Corner 10.0% 10.1250% (239) (239) - Chattanooga, TN Hamilton Place 10.0% 7.0000% (6,455) (6,455) - Ft Smith, AR Massard Crossing 90.0% 7.5400% (5,292) (5,292) - Highpoint, NC Oak Hollow Mall 25.0% 7.3100% (11,320) (11,320) - Houston, TX Willowbrook Plaza 90.0% 7.5400% (27,077) (27,077) - Vicksburg, MS Pemberton Plaza 90.0% 7.5400% (1,808) (1,808) - ----------- ----------- - (53,365) (53,365) - ----------- ----------- - TOTAL OBLIGATIONS $3,221,996 $2,371,590 $850,406 ========== =========== ======== Weighted average interest rate 5.45% 6.56% 2.36% Total Debt of Unconsolidated Affiliates: Clarksville, TN Governors Square Sep-16 8.230% $ 32,247 $ 32,247 $ - Del Rio, TX Plaza Del Sol Aug-10 9.150% 3,739 3,739 - El Centro, CA Imperial Valley Mall Dec-06 2.840% 11,293 - 11,293 Galileo America LLCPortfolio various 5.074% 307,270 258,270 49,000 Huntsville, AL Parkway Place Dec-04 2.780% 57,830 - 57,830 Myrtle Beach, SC Coastal Grand May-06 2.963% 75,933 - 75,933 Paducah, KY Kentucky Oaks Jun-07 9.000% 31,697 31,697 - ---------- ---------- --------- $ 520,009 $ 325,953 $194,056 ========== ========== ========= Weighted average interest rate 4.93% 5.82% 3.43%
-9- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Comparable New and Renewal Leasing Activity as of June 30, 2004
New New Square Prior PSF PSF Base % Change PSF Base % Change Property Type Feet Base Rent Rent - Initial Initial Rent - Average Average - ------------------- ------------ ------------- ------------- ------------- ------------- ---------- Quarter: Stabilized malls 366,289 $ 24.74 $ 25.71 3.9% $ 26.41 6.8% Associated centers 4,000 13.60 14.50 6.6% 14.62 7.5% Community centers 9,040 9.73 12.08 24.2% 12.34 26.8% Year To Date: Stabilized malls 998,495 24.85 25.41 2.3% 25.95 4.4% Associated centers 10,480 14.55 14.81 1.8% 14.86 2.1% Community centers 13,600 9.58 11.43 19.3% 11.60 21.1%
Comparable Stabilized Mall Leasing Activity as of June 30, 2004
New New Square Prior PSF PSF Base % Change PSF Base % Change Stabilized Malls Feet Base Rent Rent - Initial Initial Rent - Average Average - ------------------- ------------ ------------- --------------------------- ------------------------- Quarter: New leases 175,394 $ 25.58 $ 27.49 7.5% $ 28.72 12.3% Renewal leases 190,895 23.96 24.07 0.5% 24.28 1.3% Year To Date: New leases 385,199 25.38 28.54 12.5% 29.61 16.7% Renewal leases 613,296 24.50 23.43 -4.4% 23.65 -3.5%
Total Leasing Activity Compared to Tenants Vacating as of June 30, 2004
Leased Vacated Leased Average Base Vacated Average Base Property Type Sq. Ft. Rent PSF Sq. Ft. Rent PSF - ------------------- ------------ ------------- ------------- ------------- Quarter: Malls 490,100 $ 25.85 215,376 $ 21.38 Associated centers 39,540 14.40 15,673 15.92 Community centers 14,281 9.29 1,800 7.78 Year To Date: Malls 1,150,235 $ 26.26 742,819 $ 21.47 Associated centers 47,464 14.56 28,499 15.64 Community centers 18,841 9.50 8,550 8.40
Average Annual Base Rents Per Square Foot By Property Type
June 30, ---------------------------- 2004 2003 ------------- ------------- Stabilized malls $ 25.26 $ 23.98 Non-stabilized malls 27.01 26.52 Associated centers 9.70 9.88 Community centers 7.99 8.70
-10- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Capital Expenditures for Three Months and Six Months Ended June 30, 2004 (In thousands)
Three Months Six Months ------------- ------------ Tenant allowances $ 7,390 $ 13,546 ------------- ------------ Renovations 10,471 13,191 ------------- ------------ Deferred maintenance: * Parking lot and parking lot lighting 1,605 1,605 Roof repairs and replacements 1,303 1,491 Other capital expenditures 1,115 4,288 ------------- ------------ Total deferred maintenancee expenditures 4,023 7,384 ------------- ------------ Total capital expenditures $ 21,884 $ 34,121 ============= ============
The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. Renovation 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 renovation expenditures are recoverable from our tenants over a ten to fifteen year period. The third category of capital expenditures is tenant allowances, sometimes made to third-generation tenants. Tenant allowances are recovered through minimum rents from the tenants over the term of the lease. Deferred Leasing Costs Capitalized (In thousands)
2004 2003 ------------- ------------ Quarter ended: March 31, $ 492 $ 490 June 30, 242 333 ------------- ------------ $ 734 $ 823 ============= ============
-11- CBL & Associates Properties, Inc. Supplemental Financial and Operating Information For the Three Months and Six Months Ended June 30, 2004 Properties Under Development at June 30, 2004 (Dollars in thousands)
Gross CBL's Cost Cost Leasable or Share of Spent Opening Initial Property Location Area Cost To Date Date Yield - --------------------------------- ---------------------- ------------ ------------ ---------- -------------- ------ New Mall Developments: Imperial Valley Mall El Centro, CA 752,000 $ 45,557 $ 20,278 May-05 10% (60/40 joint venture) Mall Expansions: East Towne Mall Madison, WI 139,000 21,206 11,505 October-04 7% West Towne Mall Madison, WI 115,000 21,541 6,163 October-04 9% Arbor Place Rich's-Macy's Douglasville, GA 140,000 10,000 4,206 November-04 The Lakes Mall Muskegon, MI 45,000 4,771 1,286 November-04 10% Open Air Centers: Southaven Towne Center Southaven, MS 407,000 23,885 12,630 October-05 10% Associated Centers: CoolSprings Crossing - Tweeter's Nashville, TN 10,000 1,415 13 November-04 14% Community Centers: Charter Oak Marketplace Hartford, CT 334,000 12,836 7,781 November-04 10% ------------ ------------ ---------- 1,942,000 $ 141,211 $ 63,862 ============ ============ ==========
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