-----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, OqMYvTSbGdA2pjLTG1w0SKMzuOMRdz9FY2x2V30r0Li/gkbq5QQJLEj+6Wep88tt THftSlWC9KetIdZkaIYyHA== 0000910612-07-000046.txt : 20070301 0000910612-07-000046.hdr.sgml : 20070301 20070301172318 ACCESSION NUMBER: 0000910612-07-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 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: 07664737 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 form8k.htm FORM 8-K ADJUSTMENT TO EARNINGS RELEASE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  March 1, 2007

 

CBL & ASSOCIATES PROPERTIES, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

1-12494

 

62-154718

(State or Other Jurisdiction of

Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421

(Address of principal executive office, including zip code)

 

 

 

 

 

(423) 855-0001

(Registrant’s telephone number, including area code)

 

 

 

 

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

F:\CHATTANOOGA\411199.01

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

F:\CHATTANOOGA\411199.01

Item 2.02

Results of Operations and Financial Condition

 

On March 1, 2007, CBL & Associates Properties, Inc. (the "Company") announced that net income available to common shareholders and funds from operations (“FFO”) for the fourth quarter and year ended December 31, 2006, have been adjusted from amounts previously reported in the Company’s earnings release issued on February 8, 2007. The Company's press release announcing these adjustments is attached as Exhibit 99.1.

 

The information in this Form 8-K and the Exhibit 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.

 

Item 9.01

Financial Statements and Exhibits

 

(a)

Financial Statements of Businesses Acquired

 

Not applicable

 

(b)

Pro Forma Financial Information

 

Not applicable

 

(c)

Shell Company Transactions

 

Not applicable

 

(d)

Exhibits

 

Exhibit Number

Description

99.1

Press Release – CBL & Associates Properties, Inc. Reports Adjustment to Fourth Quarter And Year End 2006 Earnings Release

 

1

 

SIGNATURES

 

 

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 hereunto duly authorized.

 

CBL & ASSOCIATES PROPERTIES, INC.

 

 

/s/ Andrew F. Cobb

Andrew F. Cobb

Vice President and Director of Accounting

 

 

 

 

 

 

Date: March 1, 2007

 

2

 

 

 

EX-99 2 exhibit991.htm EXHIBIT 99.1 PRESS RELEASE

Exhibit 99.1

 

Company Letterhead

 

 

Investor Contact:

Katie Reinsmidt

 

Director of Investor Relations

 

(423) 490-8301

 

 

CBL & ASSOCIATES PROPERTIES, INC. REPORTS ADJUSTMENT TO FOURTH QUARTER AND YEAR END 2006 EARNINGS RELEASE

 

CHATTANOOGA, Tenn. (March 1, 2007) – CBL & Associates Properties, Inc. (NYSE: CBL) today announced that net income available to common shareholders and funds from operations (“FFO”) for the fourth quarter and year ended December 31, 2006, have been adjusted from amounts previously reported in the Company’s earnings release issued on February 8, 2007.

 

The adjustment resulted from a revision to how the Company accounted for, under GAAP, income taxes of its taxable REIT subsidiary, which provides property management and development services (“The Management Company”) to the Company, its affiliates and third parties. The previously reported financial statements reflected the application of certain net operating loss carry-forwards (“NOLs”) related to stock compensation deductions, to offset taxable income of The Management Company. However, the Company subsequently determined that for financial reporting purposes, these NOLs should have been reflected as an increase in shareholders’ equity and minority interest rather than to offset income tax expense. The Company corrected this by recording an income tax provision for the fourth quarter and year ended December 31, 2006, and a corresponding increase in shareholders’ equity and minority interest. The effects of this adjustment on net income and FFO are summarized as follows:

 

 

The income tax provision is a non-cash item and for tax return purposes, the NOLs are available, and will continue to be available, to offset amounts paid to the Internal Revenue Service.

 

Net income available to common shareholders for the fourth quarter ended December 31, 2006, was reduced by $3,333,000, to $31,055,000. Net income available to common shareholders for the year ended December 31, 2006, was reduced by $3,333,000, to $86,933,000.

 

Net income available to common shareholders per diluted share for the fourth quarter ended December 31, 2006, was reduced by $0.05, to $0.47. Net income available to common shareholders per diluted share for the year ended December 31, 2006, was reduced by $0.05, to $1.33.

 

FFO allocable to common shareholders for the fourth quarter ended December 31, 2006, was reduced by $3,294,000, to $63,316,000. FFO allocable to common shareholders for the year ended December 31, 2006, was reduced by $3,266,000, to $215,814,000.

 

FFO of the operating partnership for the fourth quarter ended December 31, 2006, was reduced by $5,902,000 to $113,333,000. FFO of the operating partnership for the year ended December 31, 2006, was reduced by $5,902,000 to $390,089,000.

 

FFO per share for the fourth quarter ended December 31, 2006, was reduced by $0.05 to $0.97, representing an increase of 9.0% over FFO per share of $0.89, for the prior year period.

 

FFO per share for the year ended December 31, 2006, was reduced by $0.05 to $3.34, representing an increase of 8.4% over FFO per share of $3.08, for the prior year period, after adjustment for gains and fee income of $0.26 per share related to the transaction with Galileo in 2005.

 

 

 

-MORE-

CBL Announces Adjustments to Fourth Quarter and Year End Earnings Release

Page 2

March 1, 2007

 

 

The Company is providing updated guidance for 2007 FFO in the range of $3.44 to $3.50 per share, which incorporates the revisions to the Company’s accounting for income taxes of the Management Company. The full year guidance assumes same center NOI growth in the range of 1.5% to 2.5% and excludes the impact of any future acquisitions and gains on sales of non-operating properties. The 2007 guidance includes an estimate for outparcel sales and the estimated net impact to same center NOI and FFO per share from lease terminations and lease termination fees. The Company expects to update its annual guidance after each quarter’s results.

 

 

Low

High

 

Expected diluted earnings per common share

$1.30

$1.36

 

Adjust to fully converted shares from common shares

(0.57)

(0.59)

 

Expected earnings per diluted, fully converted common share

0.73

0.77

 

Add: depreciation and amortization

2.13

2.13

 

Add: minority interest in earnings of Operating Partnership

0.58

0.60

 

Expected FFO per diluted, fully converted common share

$3.44

$3.50

 

The Company will post to its website, cblproperties.com, a revised supplemental package for the quarter and year ended December 31, 2006, reflecting the above-described changes. Additionally, these adjustments will be reflected in the Company’s Form 10-K for the year ended December 31, 2006.

 

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 GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) 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 and minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. The Company defines FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

 

The Company believes that FFO provides an additional indicator of the operating performance of its 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 with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

 

The Company presents both FFO of its operating partnership and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO of its operating partnership is a useful performance measure since it conducts substantially all of its business through its operating partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the minority interest in the operating partnership. The Company believes FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to common shareholders.

 

-MORE-

CBL Announces Adjustments to Fourth Quarter and Year End Earnings Release

Page 3

March 1, 2007

 

 

In the reconciliation of net income available to common shareholders to FFO allocable to common shareholders, the Company makes an adjustment to add back minority interest in earnings of its operating partnership in order to arrive at FFO of its operating partnership. The Company then applies a percentage to FFO of its operating partnership to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

 

FFO does not represent cash flows 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.

 

CBL is one of the largest and most experienced owners and developers of malls and shopping centers in the country. CBL owns, holds interests in or manages 130 properties, including 79 regional malls/open-air centers. The properties are located in 27 states and total 74.0 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has fifteen projects under construction totaling 3.1 million square feet including Pearland Town Center in Houston (Pearland), TX; Alamance Crossing in Burlington, NC; Phase II of Gulf Coast Town Center in Ft. Myers, FL; CBL Center II in Chattanooga, TN; three lifestyle/associated centers, seven mall expansions/redevelopments, one community center. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, and Dallas, TX. Additional information can be found at cblproperties.com.

 

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 Announces Adjustments to Fourth Quarter and Year End Earnings Release

Page 4

March 1, 2007

 

                

 

The Company’s calculation of FFO allocable to Company shareholders is as follows:

(in thousands, except per share data):

 

 

 

 

 

Three Months Ended
December 31,

 

 

 

Year Ended
December 31,

 

 

 

2006

 

 

 

2006

 

Net income available to common shareholders

 

$

31,055

 

 

 

$

86,933

 

Minority interest in earnings of operating partnership

 

 

22,393

 

 

 

 

70,323

 

Depreciation and amortization expense of:

 

 

 

 

 

 

 

 

 

Consolidated properties

 

 

58,482

 

 

 

 

230,323

 

Unconsolidated affiliates

 

 

3,385

 

 

 

 

13,405

 

Discontinued operations

 

 

 

 

 

 

515

 

Non-real estate assets

 

 

(228

)

 

 

 

(851

)

Minority investors’ share of depreciation and amortization

 

 

(611

)

 

 

 

(2,286

)

(Gain) loss on:

 

 

 

 

 

 

 

 

 

Sales of operating real estate assets

 

 

32

 

 

 

 

119

 

Discontinued operations

 

 

(1,175

)

 

 

 

(8,392

)

Funds from operations of the operating partnership

 

 

113,333

 

 

 

 

390,089

 

Percentage allocable to Company shareholders (1)

 

 

55.87

 

 

%

 

55.32

 

Funds from operations allocable to Company shareholders

 

$

63,316

 

 

 

$

215,814

 

Basic per share data:

 

 

 

 

 

 

 

 

 

Funds from operations

 

$

0.98

 

 

 

$

3.38

 

Weighted average common shares outstanding with operating
partnership units fully converted

 

 

115,781

 

 

 

 

115,474

 

Diluted per share data:

 

 

 

 

 

 

 

 

 

Funds from operations

 

$

0.97

 

 

 

$

3.34

 

Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted

 

 

117,011

 

 

 

 

116,857

 

 

 

(1) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

 

 

-END-

 

 

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