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:
FEBRUARY 5, 2004
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CBL & ASSOCIATES PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2030 Hamilton Place Boulevard, Chattanooga, TN 37421
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(Address of principal executive offices)
Registrant's telephone number, including area code:
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(423) 855-0001
1
ITEM 7. Exhibits
Exhibit
Number Description
99.1 Earnings Release - Fourth Quarter Ended December 31, 2003
99.2 Analyst Conference Call Script - Fourth Quarter Ended December 31, 2003
99.3 Supplemental information - Fourth Quarter Ended December 31, 2003
ITEM 12. Results of Operations and Financial Condition
On February 3, 2004, CBL & Associates Properties, Inc. (the "Company)
reported its results for the fourth quarter and year ended December 31, 2003.
The Company's earnings release for the fourth quarter and year ended December
31, 2003 is attached as Exhibit 99.1. On February 3, 2004, the Company held a
conference call to discuss the fourth quarter and year-to-date results. The
transcript of the conference call is attached as Exhibit 99.2. The Company is
has posted to its website certain supplemental financial and operating
information related to the fourth quarter and full year of 2003, 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 of 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.
/c/ John N. Foy
----------------------------------------------
John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: February 5, 2004
99.1 Earnings Release - Fourth Quarter Ended December 31, 2003
[Letterhead of CBL & Associates Properties, Inc.]
Contact: John N. Foy
Vice Chairman and CFO
(423) 855-0001
CBL REPORTS FOURTH QUARTER AND 2003 RESULTS
|X| Generates a total return of 48% to shareholders in 2003
|X| Increases FFO per share 9.6 % for the quarter and 10.9% for the year
|X| Same center NOI increases 6.0% for the quarter and 5.0% for the year
|X| Same store sales increase 1.1% for the year
|X| Achieves Mall Sales of $300 per square foot for 2003
CHATTANOOGA, Tenn. (February 3, 2004) CBL & Associates Properties, Inc.
(NYSE:CBL) announced results for the fourth quarter and the year ended December
31, 2003. 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 increased 199% in the fourth
quarter of 2003 to $60,483,000 from $20,227,000 in the prior-year period. On a
diluted per share basis, net income available to common shareholders for the
fourth quarter of 2003 increased 191% to $1.92 compared with $0.66 in the
prior-year period. Net income available to common shareholders increased 68% for
the year ended 2003 to $124,506,000 from $73,987,000 for the prior year and
increased 60% to $3.99 per diluted share from $2.49 per diluted share for the
prior year. The increase in net income and net income per share includes the
gain of $71,886,000 on the sale of interests in 41 community centers to our
joint venture with Galileo America REIT during the fourth quarter. The net
income available to common shareholders on a diluted per share basis excluding
this gain on sale was $0.68 for the fourth quarter 2003 and $2.76 for the year
ended 2003.
Funds from operations (FFO) increased 11.8% to $71,085,000 for the fourth
quarter of 2003 from $63,598,000 for the fourth quarter of 2002. FFO per share
on a diluted, fully converted basis increased 9.6% to $1.25 for the fourth
quarter of 2003 from $1.14 in the prior-year period. FFO increased 15.3% to
$271,588,000 for the year from $235,474,000 in the prior-year. FFO per share
increased 10.9% on a diluted, fully converted basis for 2003 to $4.79 from $4.32
per share in 2002. The gain from the Galileo transaction did not impact FFO
since gains from the sale of operating properties are excluded from FFO.
The Company began to include gains on sales of outparcels in FFO during the
first quarter of 2003 to comply with the Securities and Exchange Commission's
rules related to disclosure of non-GAAP financial measures since NAREIT's
definition of FFO includes gains on sales of outparcels. FFO has been restated
for the prior-year periods to include gains on sales of outparcels. Gains on
sales of outparcels for the fourth quarter of 2003 were $0.02 per diluted, fully
converted share compared with $0.00 for the fourth quarter one year ago and
$0.11 for the year, compared with $0.05 for the prior year.
HIGHLIGHTS
|X| Income from operations increased 8.8% in the fourth quarter of 2003 to
$83,657,000 from $76,910,000 in the fourth quarter of 2002. For the year,
income from operations increased 11.6%, to $317,079,000 compared with
$284,213,000 the previous year.
|X| Revenues increased 14.5% in the fourth quarter of 2003 to $178,163,000 from
$155,610,000 in the prior-year period. Revenues increased 13.7% for the
year ended 2003 to $667,531,000 from $586,970,000 in 2002. Revenues for the
fourth quarter of 2003 include $2,479,000 in lease termination fees
received from tenants compared with $258,000 received during the same
period one year ago. For the year, lease termination fees were $4,573,000
compared with $5,888,000 for the prior year.
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|X| As a result of the application of Statement of Financial Accounting
Standards ("SFAS") Nos. 141 and 142 during the fourth quarter of 2003, the
Company's FFO includes $251,000 of revenues related to the market value of
leases of acquired properties. Interest expense in the fourth quarter was
reduced by $678,000 related to the amortization of debt premiums associated
with above market-rate debt assumed for the acquired properties. For 2003,
the Company's results include $311,000 of revenues related to the market
value of leases, and interest expense includes a reduction of $646,000
related to the debt premiums. The impact of these items was not significant
for either the fourth quarter or the full year 2002 since the related
acquisitions occurred late in December 2002.
|X| Same center net operating income for the portfolio improved in the fourth
quarter of 2003 by 6.0% compared with a 1.2% increase for the prior-year
period. For the year, same center net operating income for the portfolio
improved by 5.0% compared with a 3.1% increase for 2002.
|X| Same-store sales for mall tenants of 10,000 square feet or less for
stabilized malls increased 1.1% for the year for those tenants who have
reported sales compared with a decrease of 1.6% for 2002.
|X| The debt-to-total-market capitalization ratio as of December 31, 2003, was
46.0% based on the common stock closing price of $56.50 and a fully
converted common stock share count of 55,546,000 as of the same date. The
debt-to-total-market capitalization ratio as of December 31, 2002, was
50.5% based on the common stock closing price of $40.05.
CBL's chairman and chief executive officer, Charles B. Lebovitz, said "This
past year we produced a record total return of 48% to our shareholders, bringing
our average return for the last three years to more than 38%. Our success has
resulted from our long-term, company-wide commitment to leasing, managing,
developing and acquiring strong regional malls and shopping centers to maximize
their value.
"The 6% same center NOI growth and positive turnaround in same store sales
during the quarter reflect our hard work to improve occupancy and to find more
productive retailers as well as our investment to renovate and add value to our
properties. Our acquisition program was very active in 2003 with six regional
malls and one associated center added containing 4.8 million square feet for a
total consideration of $494 million. In addition, our new development program
added 770,000 square feet to our portfolio.
"We also made a strategic decision last year to contribute ownership
interests in 51 of our community centers to a joint venture with Australia-based
Galileo America Shopping Trust. This transaction has provided us with further
financial flexibility to reinvest in properties where we can enhance their
value. This venture also opens new capital markets for us as well as continues
to strengthen our balance sheet. We recognized that the sale of these centers
would result in a short-term impact to FFO in 2004, but we are confident that
our development and acquisition programs will make an even greater contribution
to our growth in the years ahead."
PORTFOLIO OCCUPANCY AND SALES* December 31,
----------------------------------
2003 2002
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Portfolio occupancy: 93.3% 93.5%
Mall portfolio 94.2% 93.5%
Stabilized malls (57) 94.4% 94.1%
Non-stabilized malls (2) 87.7% 78.5%
Associated centers (22) 88.6% 95.2%
Community centers (17) 91.9% 91.4%
Comparable mall shop sales - year to date 1.1 % (1.6)%
*Figures do not include the community centers that were included in Phase I
of the Galileo joint venture transaction.
-MORE-
ACQUISITIONS
During the fourth quarter the Company acquired four regional malls. The
acquisitions included the 784,000-square-foot River Ridge Mall in Lynchburg, VA,
the 787,000-square-foot Valley View Mall in Roanoke, VA, and the
627,000-square-foot Southpark Mall in Colonial Heights, VA. On December 30,
2003, the Company acquired Harford Mall, a 500,000-square-foot regional mall,
and Harford Annex, a 108,000-square-foot associated center, in Bel Air, MD,
neither of which are included in the Company's fourth quarter 2003 results.
PROPERTY SALES
In October 2003, CBL completed Phase I of the joint venture formed with
Galileo America REIT that will include the sale of interests in 51 community
centers. CBL has sold interests in 47 community centers to date, including six
in Phase II that was completed subsequent to the fourth quarter. The third and
final phase will be comprised of interests in four community centers to be sold
in January 2005. Pursuant to a long-term agreement, CBL is a 10% joint venture
partner and will be the exclusive manager for all of Galileo's properties in the
United States and will be entitled to management, leasing, acquisition,
disposition and financing fees. Net cash proceeds to CBL from all three phases
are expected to total approximately $387 million, and the transaction is
expected to generate gains on a GAAP basis of approximately $99 million.
During the fourth quarter the Company sold three additional community
centers: Colleton Square in Walterboro, SC; Orange Plaza in Roanoke, VA; and
East Towne Crossing in Knoxville, TN, for a combined gain of $474,000.
OUTLOOK AND GUIDANCE
In order to fully take into account the annual net loss of $0.58 per
diluted share of FFO resulting from the sale of interests in 47 community
centers contributed to the joint venture with Galileo America REIT and the
additional three community centers sold in the fourth quarter of 2003 to other
parties, the Company is adjusting guidance for 2004 funds from operations to a
range of $4.60 to $4.65 per diluted share. The full-year guidance is based on
budgeted NOI growth in the range of 1% to 2% in 2004 and does not include the
impact of any future acquisitions. The Company expects to update its annual
guidance after each quarter's results.
Low High
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Expected diluted earnings per common share $1.37 $1.40
Add: real estate depreciation and amortization 2.06 2.06
Add: joint venture depreciation and amortization 0.08 0.08
Add: minority interest 1.09 1.11
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Expected FFO per diluted common share $ 4.60 $4.65
======= ======
INVESTOR CONFERENCE CALL AND SIMULCAST
CBL & Associates Properties, Inc. will conduct a conference call at 9:00 am
EST on February 4, 2004, to discuss the fourth quarter results. The number to
call for this interactive teleconference is 913-981-5508. A five-day replay of
the conference call will be available by dialing 719-457-0820 and entering the
passcode, 728815. A transcript of the Company's prepared remarks will be filed
as a Form 8-K following the conference call.
To receive CBL & Associates Properties, Inc. fourth 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 fourth 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 and
www.fulldisclosure.com on February 4, 2004, beginning at 9:00 a.m. EST. The
online replay will follow shortly after the call and continue through February
18, 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)
-MORE-
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
The Company believes that net operating income ("NOI") is a useful
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 company's 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. CBL owns or holds interests and manages 159 properties, including
60 enclosed regional malls. The properties are located in 26 states and total
62.5 million-square-feet including 2.0 million-square-feet of non-owned shopping
centers managed for third parties. CBL has eight projects under construction
totaling approximately 2.7 million-square-feet including two malls -- Coastal
Grand in Myrtle Beach, SC, and Imperial Valley Mall in El Centro, CA. The other
centers under construction include one associated center, two community centers
and three 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.
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 Fourth Quarter Results
Page 5
February 3, 2004
CBL & Associates Properties, Inc.
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
Three Months Ended Year Ended
December 31, December 31,
----------------------------------------------------
2003 2002 2003 2002
----------- ----------- ------------ ------------
REVENUES:
Minimum rents $ 115,496 $ 101,589 $ 428,678 $ 381,384
Percentage rents 3,172 2,757 12,925 13,360
Other rents 7,220 5,983 12,635 11,013
Tenant reimbursements (1) 47,261 40,736 193,592 160,062
Management, development and leasing fees 1,579 1,638 5,525 7,146
Other 3,435 2,907 14,176 14,005
----------- ----------- ------------ ------------
Total revenues 178,163 155,610 667,531 586,970
----------- ----------- ------------ ------------
EXPENSES:
Property operating (1) 26,879 24,745 103,540 92,777
Depreciation and amortization 31,340 24,061 113,481 94,018
Real estate taxes 11,890 12,578 51,717 47,190
Maintenance and repairs 10,097 8,472 39,830 35,133
General and administrative 10,170 6,626 30,395 23,332
Other 4,130 2,218 11,489 10,307
----------- ----------- ------------ ------------
Total expenses 94,506 78,700 350,452 302,757
----------- ----------- ------------ ------------
Income from operations 83,657 76,910 317,079 284,213
Interest income 681 30 2,485 1,853
Interest expense (40,003) (35,708) (153,373) (143,105)
Loss on extinguishment of debt - (511) (167) (3,910)
Gain on sales of real estate assets 72,832 102 77,775 2,804
Equity in earnings of unconsolidated affiliates 1,531 1,760 4,941 8,215
Minority interest in earnings:
Operating partnership (50,681) (17,119) (106,532) (64,251)
Shopping center properties (761) (783) (2,799) (3,306)
----------- ----------- ------------ ------------
Income before discontinued operations 67,256 24,681 139,409 82,513
Operating income of discontinued operations 319 345 688 2,021
Gain on discontinued operations 474 (1,199) 4,042 372
----------- ----------- ------------ ------------
Net income 68,049 23,827 144,139 84,906
Preferred dividends (7,566) (3,600) (19,633) (10,919)
----------- ----------- ------------ ------------
Net income available to common shareholders $ 60,483 $ 20,227 $ 124,506 $ 73,987
=========== =========== ============ ============
Basic per share data:
Income before discontinued operations,
net of preferred divided $ 1.98 $ 0.71 $ 4.00 $ 2.50
Discontinued operations 0.03 (0.03) 0.16 0.08
----------- ----------- ------------ ------------
Net income available to common shareholders $ 2.01 $ 0.68 $ 4.16 $ 2.58
=========== =========== ============ ============
Weighted average common shares outstanding 30,101 29,626 29,936 28,690
Diluted per share data:
Income before discontinued operations,
net of preferred divided $ 1.89 $ 0.69 $ 3.84 $ 2.41
Discontinued operations 0.03 (0.03) 0.15 0.08
----------- ----------- ------------ ------------
Net income available to common shareholders $ 1.92 $ 0.66 $ 3.99 $ 2.49
=========== =========== ============ ============
Weighted average common and potential dilutive
common shares outstanding 31,511 30,657 31,193 29,668
(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.
CBL Reports Fourth Quarter Results
Page 6
February 3, 2004
CBL & Associates Properties, Inc.
The Company's calculation of FFO is as follows ( In thousands):
Three Months Ended Year Ended
December 31, December 31,
------------------------ -------------------------
2003 2002 2003 2002
----------- ----------- ----------- ------------
Net income available to common shareholders $ 60,483 $ 20,227 $ 124,506 $ 73,987
Add:
Depreciation and amortization from
consolidated properties 31,340 24,061 113,481 94,018
Depreciation and amortization from
unconsolidated affiliates 1,306 1,353 4,307 4,490
Depreciation and amortization from
discontinued operations 48 124 309 941
Minority interest in earnings of
operating partnership 50,681 17,119 106,532 64,251
Less:
Gain on disposal of
operating real estate assets (71,886) - (71,886) -
Minority investors' share of
depreciation and amortization (288) (347) (1,111) (1,348)
(Gain) loss on disposal of
discontinued operations (474) 1,199 (4,042) (372)
Depreciation and amortization of non-real
estate assets (125) (138) (508) (493)
----------- ----------- ----------- ------------
Funds from operations $ 71,085 $ 63,598 $ 271,588 $ 235,474
=========== =========== =========== ============
Funds from operations applicable to
Company shareholders $ 38,676 $ 34,457 $ 146,552 $ 126,127
=========== =========== =========== ============
Basic per share data:
Funds from operations $ 1.28 $ 1.16 $ 4.90 $ 4.40
=========== =========== =========== ============
Weighted average common shares outstanding with
operating partnership units fully converted 55,324 54,682 55,477 53,563
Diluted per share data:
Funds from operations $ 1.25 $ 1.14 $ 4.79 $ 4.32
=========== =========== =========== ============
Weighted average common and potential dilutive
common shares outstanding with operating partnership
units fully converted 56,734 55,712 56,735 54,541
SUPPLEMENTAL FFO INFORMATION:
Straight-line rental income $ 555 $ 1,144 $ 3,703 $ 4,348
Straight-line rental income per share $ 0.01 $ 0.02 $ 0.07 $ 0.08
Gain on outparcel sales $ 1,392 $ 102 $ 6,058 $ 2,483
Gain on outparcel sales per share $ 0.02 $ - $ 0.11 $ 0.05
Rental revenue recognized under SFAS Nos. 141 and 142 $ 251 $ - $ 333 $ -
Rental revenue recognized under SFAS Nos. 141
and 142 per share $ - $ - $ 0.01 $ -
Amortization of debt premium $ 678 $ - $ 678 $ -
Amortization of debt premium per share $ 0.01 $ - $ 0.01 $ -
CBL Reports Fourth Quarter Results
Page 7
February 3, 2004
Same-Center Net Operating Income
(Dollars in thousands)
Quarter Ended Year Ended
December 31, December 31,
------------------- --------------------
2003 2002 2003 2002
--------- -------- --------- ---------
Net income $ 68,049 $ 23,827 $ 144,139 $ 84,906
Adjustments:
Depreciation and amortization 31,340 24,061 113,481 94,018
Depreciation and amortization from unconsolidated affiliates 1,306 1,353 4,307 4,490
Depreciation and amortization from discontinued operations 48 124 309 941
Minority investors' share of depreciation and amortization in
shopping center properties (288) (347) (1,111) (1,348)
Interest expense 40,003 35,708 153,373 143,105
Interest expense from unconsolidated affiliates 2,075 2,849 8,563 7,647
Interest expense from discontinued operations - 1 - 106
Minority investors' share of interest expense in
shopping center properties (397) (373) (1,650) (1,579)
Loss on extinguishment of debt - 511 167 3,910
Abandoned projects expense 1,903 178 2,056 236
Sales of completed centers (71,886) - (71,886) -
Minority interest in earnings - Operating Partnership 50,681 17,119 106,532 64,251
Gain on discontinued operations (474) 1,199 (4,042) (372)
--------- -------- --------- ---------
Operating Partnership share of total NOI 122,360 106,210 454,238 400,311
General and administrative expenses 10,170 6,626 30,395 23,332
Management fees and non-property level revenues (5,218) (1,618) (18,674) (8,871)
Gain on sale of real estate assets (946) (102) (5,889) (2,804)
--------- -------- --------- ---------
Operating Partnership's share of property NOI 126,366 111,116 460,070 411,968
NOI of non-comparable centers (24,920) (15,326) (97,392) (66,416)
--------- -------- --------- ---------
Same center NOI $ 101,446 $ 95,790 $ 362,678 $345,552
========= ======== ========= =========
Malls NOI $ 93,086 $ 87,168 $ 331,206 $314,211
Associated centers NOI 3,415 3,639 13,887 14,287
Community centers NOI 2,224 2,798 9,947 10,932
Other NOI 2,720 2,185 7,636 6,122
--------- -------- --------- ---------
$ 101,445 $ 95,790 $ 362,676 $345,552
========= ======== ========= =========
Percentage Change:
Malls NOI 6.8% 5.4%
Associated centers NOI -6.2% -2.8%
Community centers NOI -20.5% -9.0%
Other NOI 24.5% 24.7%
----------- ----------
Total same center NOI 6.0% 5.0%
=========== ==========
CBL Reports Fourth Quarter Results
Page 8
February 3, 2004
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
December 31, 2003
-------------------------------------------
Fixed Rate Variable Rate Total
------------- -------------- ------------
Consolidated debt $ 2,256,544 $ 481,558 $ 2,738,102
Minority investors' share of consolidated debt (19,577) - (19,577)
Company's share of unconsolidated affiliates' debt 57,615 76,036 133,651
------------- -------------- ------------
Company's share of consolidated and unconsolidated debt $ 2,294,582 $ 557,594 $ 2,852,176
============= ============== ============
Weighted average interest rate 6.64% 2.39% 5.81%
============= ============== ============
December 31, 2002
-------------------------------------------
Fixed Rate Variable Rate Total
------------- -------------- ------------
Consolidated debt $ 1,867,915 $ 534,164 $ 2,402,079
Minority investors' share of consolidated debt (20,127) (1,796) (21,923)
Company's share of unconsolidated affiliates' debt 38,269 28,229 66,498
------------- -------------- ------------
Company's share of consolidated and unconsolidated debt $ 1,886,057 $ 560,597 $ 2,446,654
============= ============== ============
Weighted average interest rate 7.19% 3.39% 6.31%
============= ============== ============
Debt-To-Total-Market Capitalization Ratio as of December 31, 2003
(In thousands, except stock price)
Shares
Outstanding Stock Price (1) Value
------------- -------------- ------------
Common stock and operating partnership units 55,546 $ 56.50 $ 3,138,349
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 3,353,349
Company's share of total debt 2,852,456
------------
Total market capitalization $ 6,205,805
============
Debt-to-total-market capitalization ratio 46.0%
============
(1) Stock price for common stock and operating partnership units equals the
closing price of the common stock on December 31, 2003. 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 Year Ended
December 31, December 31,
---------------------------- ----------------------------
2003: Basic Diluted Basic Diluted
------------ ------------- -------------- ------------
Weighted average shares - EPS 30,101 31,511 29,936 31,193
Weighted average operating partnership units 25,223 25,223 25,541 25,542
------------ ------------- -------------- ------------
Weighted average shares- FFO 55,324 56,734 55,477 56,735
============ ============= ============== ============
2002:
Weighted average shares - EPS 29,626 30,657 28,690 29,688
Weighted average operating partnership units 25,056 25,055 24,873 24,853
------------ ------------- -------------- ------------
Weighted average shares- FFO 54,682 55,712 53,563 54,541
============ ============= ============== ============
Dividend Payout Ratio
Three Months Ended Year Ended
December 31, December 31,
---------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------- -------------- ------------
Dividend per share $ 0.655 $ 0.655 $ 2.69 $ 2.32
FFO per diluted, fully converted share $ 1.25 $ 1.14 $ 4.79 $ 4.32
------------ ------------- -------------- ------------
Dividend payout ratio 52.4% 57.5% 56.2% 53.7%
============ ============= ============== ============
CBL Reports Fourth Quarter Results
Page 9
February 3, 2004
Consolidated Balance Sheets
(Preliminary and unaudited, in thousands)
December 31,
----------------------------
2003 2002
----------- -----------
ASSETS
Real estate assets:
Land $ 578,310 $ 570,818
Buildings and improvements 3,678,074 3,394,787
----------- -----------
4,256,384 3,965,605
Less: accumulated depreciation (467,614) (434,840)
----------- -----------
3,788,770 3,530,765
Real estate assets held for sale 64,354 -
Developments in progress 59,096 80,720
----------- -----------
Net investment in real estate 3,912,220 3,611,485
Cash, restricted cash and cash equivalents 20,332 13,355
Cash in escrow 78,476 -
Receivables:
Tenant, net of allowance 42,165 37,994
Other 3,033 3,692
Mortgage notes receivable 36,169 23,074
Investment in unconsolidated affiliates 96,450 68,232
Other assets 75,465 37,282
----------- -----------
$ 4,264,310 $ 3,795,114
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable $ 2,709,348 $ 2,402,079
Mortgage notes payable on real estate assets held for sale 28,754 -
Accounts payable and accrued liabilities 161,478 151,332
----------- -----------
Total liabilities 2,899,580 2,553,411
----------- -----------
Commitments and contingencies
Minority interests 526,993 500,513
----------- -----------
Shareholders' equity:
Preferred Stock, $.01 par value 25 47
Common Stock, $.01 par value 303 298
Additional paid-in capital 818,051 765,686
Accumulated other comprehensive loss - (2,397)
Deferred compensation (1,607) -
Accumulated deficit 20,965 (22,444)
----------- -----------
Total shareholders' equity 837,737 741,190
----------- -----------
$ 4,264,310 $ 3,795,114
=========== ===========
The balance sheet above is preliminary as of the date of this report. Please to
refer the Company's Annual Report on Form 10-K when filed for a complete balance
sheet as of December 31, 2003
99.2 Analyst Conference Call Script - Fourth Quarter Ended December 31, 2003
CBL & ASSOCIATES PROPERTIES, INC.
Conference Call, Fourth Quarter 2003
February 4, 2004 @ 9:00 AM EDT
Thank you and good morning. We appreciate your participation in today's
conference call to discuss our results for 2003. With me today are John Foy, the
Company's Vice Chairman and Chief Financial Officer, and Kelly Sargent, Director
of Investor Relations who will first read our Safe Harbor disclosure.
This conference call contains "forward-looking" statements within the meaning of
the federal securities laws. Such statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated. Future events and actual results, financial and
otherwise, may differ materially from the events and results discussed in the
forward-looking statements. During our discussion today, references made to per
share are based upon a fully diluted converted share. We direct you to the
Company's various filings with the Securities and Exchange Commission including,
without limitation, the Company's Annual Report on Form 10-K and "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 including the
earnings release, a preliminary balance sheet and additional supplemental
schedules, will be furnished to the SEC as a 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.
This quarter our supplemental information was released last evening with our
earnings release and was as posted to our web site. It is our intention to
continuing supplying this information prior to the conference call.
Thank you, Kelly.
2003 was a very productive year for us, yielding strong results in our regional
mall portfolio. Highlights for the fourth quarter and year include:
1. FFO for the quarter increased 9.6% to $1.25 per share. 2. For the year,
FFO increased 10.9% to $4.79 per share.
3. Same center NOI increased 6% for the fourth quarter and increased 5%
for the year.
4. We acquired six malls and one associated center containing over 4.8
million square feet for a total investment of almost $494 million with
an average cap rate of 8.58%.
5. During 2003, we opened over 770,000 square feet of new developments and
renovated six regional malls. 6. We issued $115 million of Perpetual
Preferred Stock with a coupon of 7.75%. We also redeemed $67
million of Perpetual Preferred A Stock at a coupon rate of 9%.
7. We closed on Phase I of the sale of community centers to the joint
venture we formed with Galileo America REIT and subsequent to the
quarter we closed on Phase II of the transaction, leaving only eleven
community centers in our portfolio. Four additional centers will be
sold to Galileo in January 2005.
8. Our total return to shareholders in 2003 was 48% which included a 41%
appreciation in our stock plus an 11% increase in our dividends
declared in October.
Developments
2004 will be a very busy year for us on the development front with over 2
million square feet of new projects scheduled to open. Our largest mall
development to date is Coastal Grand in Myrtle Beach, SC -- only 42 days away
from its Grand Opening on Wednesday, March 17, 2004. Leasing has made good
progress and we are currently 86% leased and committed. We are looking forward
to opening over 100 stores at Coastal Grand including anchors Belk, Dillard's
and Sears as well as Dick's Sporting Goods, Bed Bath & Beyond and a 14-screen
Cinemark theater. For more information on the mall, please visit the mall's web
site at www.coastalgrand.com. We invite you to join us for this exciting Grand
Opening event.
On January 14 we held the groundbreaking ceremonies for Imperial Valley Mall,
our first west coast development. The mall will be located in El Centro, CA and
is scheduled to open in March 2005. This 741,000 square foot mall is owned in a
joint venture with the MG Herring Group, of which we will own 60%. Four
department stores including Sears, Robinsons-May, JC Penney and Dillard's, as
well as a 14-screen UltraStar Cinema will anchor the new development.
Other projects under construction include the 312,000 square foot Charter Oak
Marketplace in Hartford, CT, anchored by a Wal-Mart and Marshall's. Wilkes Barre
Township Marketplace in Wilkes Barre Township, PA a 281,000 square foot center
anchored by Wal-Mart and a 26,500 square foot expansion at Garden City Plaza in
Garden City, KS. All three of these development projects will be sold to the
Galileo joint venture in the third phase of the transaction that will close in
January 2005. In addition, we have The Shoppes at Panama City under
construction, an associated center located adjacent to Panama City Mall. We also
have two expansions in progress, East Towne and West Towne Malls in Madison, WI.
Both include a new Dick's Sporting Goods as well as additional mall shop space
and are scheduled to open this November. In addition to these projects under
construction, we have several additional projects in our development pipeline
and in various phases of pre-development.
Expanding and adding anchor stores to our malls continues to be a priority for
us. At Arbor Place Mall in Atlanta, GA, JC Penney opened last October, and
construction has started for the new 140,000 square foot Rich's-Macy's scheduled
to open later this fall. Dillard's at Northwoods Mall in Charleston, SC, started
their 30,000 square-foot expansion to be completed by November of this year in
conjunction with our overall renovation of the mall.
Upgrading and renovating our malls is a key component to their continued
dominance within their markets. In 2003 we completed six renovations for a cost
of approximately $61 million, excluding deferred maintenance costs of $19.8
million. This year we will complete three mall renovations, Panama City Mall,
Cherryvale Mall and Northwoods Mall, at an estimated cost of $22.5 million. By
the end of this year, we will have completed all but two of the scheduled
renovations associated with the 21-mall portfolio we acquired in 2001.
Leasing & Occupancy
We accomplished record leasing in 2003 totalling to 4.7 million square feet
compared with 3.9 million square feet in 2002. During the year we entered into
approximately 1.3 million square feet of new leases and renewed approximately
1.5 million square feet of existing tenants compared to 1.4 million square feet
of new leases and 1.2 million square feet of renewal leasing in 2002. For the
new developments, we leased 1.9 million square feet compared to 1.3 million in
2002.
During 2003 bankruptcies resulted in 63 stores closing, containing 171,000
square feet and representing $5.1 million in annual gross rentals. This year we
anticipate a more challenging leasing environment with the recent announcements
of bankruptcy filings and store closings. Last week we were notified of 24 KB
Toy stores out of a total of 51 in our portfolio that are closing. These stores
represent 96,300 square feet and will result in a loss of $2.7 million in gross
annual rentals. Yesterday Gadzook's announced that they have filed for
bankruptcy. In the CBL portfolio we have 38 stores and have been notified that
10 stores will be closing. The closing of these 10 stores represents 24,000
square feet and almost $1 million in annual gross rentals.
This past year we also experienced the closing of 12 cafeterias representing
114,000 square feet and resulting in an annual loss of $1.5 million. Although we
are confident we will release the cafeteria locations at increased rents, it
will take several months to do so plus time to reconfigure the space for new
tenants. We expect the first cafeteria replacements to open this summer. In
addition to the closed stores and bankruptcies we have several tenants
requesting rent relief, including music and book stores which we will work with
in an effort to maintain an appealing mix of retailer categories in our malls.
At the end of the fourth quarter, total portfolio occupancy was 93.3%. In the
former Jacobs malls, occupancy improved by 150 basis points to 94.2% from 92.7%
one year ago. This year marks the third anniversary of our acquisition of the
former Jacobs portfolio that has proven to be an outstanding acquisition for our
company. We have improved occupancy from 87.4% when the acquisitions were first
announced - an improvement of 680 basis points. We have also upgraded the tenant
mix significantly in these properties and added numerous boxes. Other areas
where we have improved the performance of these malls is in specialty leasing
and sponsorship income.
Occupancy for the associated centers was 88.6% at the end of the quarter. The
occupancy is negatively impacted by three centers as follows: a vacancy of a
68,000 square foot former Ames store at Westmoreland Crossing in Greeensburg,
PA; the loss of a 36,000 square foot Just For Feet store at the Village at
Rivergate in Nashville, TN; and the 46,000 square foot Appliance Factory
Warehouse at Hamilton Corner in Chattanooga, TN. Each of these centers is under
redevelopment with replacement prospects that should open in late 2004 or early
2005.
For the year, the stabilized mall portfolio initial base rents increased 6.6%
and increased 9.0% based on average rents. In the associated centers, leasing
spreads decreased 0.3% on initial rents and increased 2.4% on the average rents.
In the remaining community centers, rents increased 2.5% on initial rents and
increased 3.3% on the average rent. For additional leasing spread information,
please refer to the supplemental schedules.
Retail Sales
For the first time in three years we are pleased to report positive retail sales
in our portfolio. For mall stores of 10,000 square feet and less, same store
sales for 2003 increased 1.1% for those tenants that have reported resulting in
average sales of $300 per square foot for the mall portfolio for 2003. We are
encouraged that comparable mall shop sales have been positive for the last six
months with an increase of 2.7%. We are optimistic that this trend will continue
through 2004. Occupancy costs as a percentage of sales at our malls was 12.2%
for the year compared with 12.0% one year ago.
I will now turn the call over to John Foy to discuss our financial results.
Dispositions/Acquisitions
We have now completed Phase I and II of the Galileo joint venture that included
the sale of 47 community centers and raised $318 million in cash proceeds. We
are pleased with the results of this venture and the portfolio continues to
perform well. Our expectation for future growth of this venture is one the
reasons we entered into this transaction. During the fourth quarter we sold
three additional community centers for a combined gain of $474,000. The eleven
remaining community centers properties currently held in the CBL portfolio will
be sold as the opportunity to realize value occurs.
Our ability to react to opportunities on a timely basis allowed us to acquire
Harford Mall in Bel-Air, MD at a favorable cap rate of 8.4%. This again is a
value added project we have acquired. The acquisitions market today is
competitive, but we will continue to apply our disciplined and conservative
approach to opportunities in order to enhance shareholder value.
Financial Review
During the fourth quarter, operating performance improved, resulting in FFO per
share growth of 9.6%. Of this increase, 52% was represented by external growth.
The external growth resulted from one new mall opening, the acquisition of the
remaining partnership interests in four properties, and the acquisition of five
regional malls. Of the past years FFO increase, 48% was from internal growth
attributable to stable occupancy levels, increases in rental revenue and tenant
reimbursements.
Our cost recovery ratio was 99.2% for the year compared with 91.4% for last
year. Our cost recovery ratio improved for the year somewhat due to the partial
recovery of renovations and remodelings of our malls and maintaining high
occupancy levels. We expect that our cost recovery ratio for 2004 will be in the
mid 90's.
As we stated in our earnings release, 2003 same-center NOI growth was 5.0% for
the total portfolio, driven by the high occupancy levels, tenant reimbursements
and specialty leasing. The breakdown for the year by property type is as
follows:
1. Same-Center mall NOI increased 5.4%.
2. Associated centers experienced a 2.8% decrease, which
amounts to a decrease of $400,000 and was attributable to
vacancies we referred to earlier and also bad debt
expense.
3. Community center NOI decreased 9%. This calculation only
includes those centers remaining in the CBL portfolio and
not the centers that were sold to Galileo.
Our debt to market capitalization at the end of the fourth quarter was 46%,
compared to 50.5% a year ago, giving us financial flexibility on our balance
sheet. In addition, our floating rate debt accounts for less than 20% of our
total debt and represents only 9% of our total market capitalization. The
variable rate debt includes construction loans, lines of credit and short-term
loans on operating properties. The dividend payout ratio remains at a
conservative 60% at year-end. These measures reflect our conservative approach
to the business and position us to take advantage of opportunities that may
arise.
Also please note that our financial coverage ratios have improved as a result of
the Galileo transaction. Our EBITDA coverage ratio was 2.94 for the fourth
quarter of 2003 compared to 2.79 for the same period in 2002. (Note this is a
correction from the previously disclosed 2002 ratio of 2.83 and for the year).
Conclusion
Also, before we open the call for Q&A, I would like to share our thoughts and
our outlook:
1. In our earnings release, we adjusted our guidance for 2004 from a range
of $4.85-5.00 per share to a range of $4.60-4.65 per share. We made this
adjustment for two reasons: 1. the impact of the $0.58 per share of FFO lost due
to the sale of 50 community centers in 2003 and the extended timeframe to
redeploy the net proceeds and 2. the lowering of our budgeted NOI growth from
3-5% to 1-2%. In retrospect, our assumptions last quarter were overly optimistic
regarding the redeployment of the capital raised in the Galileo transaction.
While the sale of our community centers has a negative impact on FFO in the
short term, as the proceeds are redeployed into new developments and
acquisitions, we are confident that the transaction will ultimately be more
accretive to our shareholders.
2. We continue to focus on enhancing the strength of our existing mall
portfolio. We are adding a number of boxes at various malls such as
Barnes & Noble and Linens & Things, which takes away income during
construction but will improve NOI and occupancy results as these stores
open.
3. We are encouraged with the level of activity in our development
program. Not only will we open 2.0 million square feet of new projects
this year, but also we have a strong pipeline of projects going
forward.
4. As we stated in our earnings release, our guidance did not incorporate
additional acquisitions. However, we continue to pursue new acquisition
opportunities. While cap rates in the market have moved down, we still
feel that we can acquire regional malls in today's world that provide
significant opportunities for immediate accretion as well as strong
growth into the future.
5. Let me conclude by saying that our cautious approach to 2004 in no way
lessens our commitment to our shareholders or our confidence in our
business.
We appreciate your confidence and support. Stephen and I will now answer your
questions.
Operator: Open for Q&A.
Final Comment:
Thank you again for joining us today and we again invite you to join us for the
Coastal Grand - Grand Opening and ribbon cutting event on Wednesday, March 17 at
9:00 AM.
Exhibit 99.3 Supplemental information
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Quarter Ended December 31, 2004
1
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Year Ended December 31, 2003
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
Three Months Ended Year Ended
December 31, December 31,
----------------------------------------------------
2003 2002 2003 2002
----------- ----------- ------------ ------------
REVENUES:
Minimum rents $ 115,496 $ 101,589 $ 428,678 $ 381,384
Percentage rents 3,172 2,757 12,925 13,360
Other rents 7,220 5,983 12,635 11,013
Tenant reimbursements (1) 47,261 40,736 193,592 160,062
Management, development and leasing fees 1,579 1,638 5,525 7,146
Other 3,435 2,907 14,176 14,005
----------- ----------- ------------ ------------
Total revenues 178,163 155,610 667,531 586,970
----------- ----------- ------------ ------------
EXPENSES:
Property operating (1) 26,879 24,745 103,540 92,777
Depreciation and amortization 31,340 24,061 113,481 94,018
Real estate taxes 11,890 12,578 51,717 47,190
Maintenance and repairs 10,097 8,472 39,830 35,133
General and administrative 10,170 6,626 30,395 23,332
Other 4,130 2,218 11,489 10,307
----------- ----------- ------------ ------------
Total expenses 94,506 78,700 350,452 302,757
----------- ----------- ------------ ------------
Income from operations 83,657 76,910 317,079 284,213
Interest income 681 30 2,485 1,853
Interest expense (40,003) (35,708) (153,373) (143,105)
Loss on extinguishment of debt - (511) (167) (3,910)
Gain on sales of real estate assets 72,832 102 77,775 2,804
Equity in earnings of unconsolidated affiliates 1,531 1,760 4,941 8,215
Minority interest in earnings:
Operating partnership (50,681) (17,119) (106,532) (64,251)
Shopping center properties (761) (783) (2,799) (3,306)
----------- ----------- ------------ ------------
Income before discontinued operations 67,256 24,681 139,409 82,513
Operating income of discontinued operations 319 345 688 2,021
Gain on discontinued operations 474 (1,199) 4,042 372
----------- ----------- ------------ ------------
Net income 68,049 23,827 144,139 84,906
Preferred dividends (7,566) (3,600) (19,633) (10,919)
----------- ----------- ------------ ------------
Net income available to common shareholders $ 60,483 $ 20,227 $ 124,506 $ 73,987
=========== =========== ============ ============
Basic per share data:
Income before discontinued operations,
net of preferred divided $ 1.98 $ 0.71 $ 4.00 $ 2.50
Discontinued operations 0.03 (0.03) 0.16 0.08
----------- ----------- ------------ ------------
Net income available to common shareholders $ 2.01 $ 0.68 $ 4.16 $ 2.58
=========== =========== ============ ============
Weighted average common shares outstanding 30,101 29,626 29,936 28,690
Diluted per share data:
Income before discontinued operations,
net of preferred divided $ 1.89 $ 0.69 $ 3.84 $ 2.41
Discontinued operations 0.03 (0.03) 0.15 0.08
----------- ----------- ------------ ------------
Net income available to common shareholders $ 1.92 $ 0.66 $ 3.99 $ 2.49
=========== =========== ============ ============
Weighted average common and potential dilutive
common shares outstanding 31,511 30,657 31,193 29,668
(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.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Year Ended December 31, 2003
The Company's calculation of FFO is as follows ( In thousands):
Three Months Ended Year Ended
December 31, December 31,
------------------------ -------------------------
2003 2002 2003 2002
----------- ----------- ----------- ------------
Net income available to common shareholders $ 60,483 $ 20,227 $ 124,506 $ 73,987
Add:
Depreciation and amortization from
consolidated properties 31,340 24,061 113,481 94,018
Depreciation and amortization from
unconsolidated affiliates 1,306 1,353 4,307 4,490
Depreciation and amortization from
discontinued operations 48 124 309 941
Minority interest in earnings of
operating partnership 50,681 17,119 106,532 64,251
Less:
Gain on disposal of
operating real estate assets (71,886) - (71,886) -
Minority investors' share of
depreciation and amortization (288) (347) (1,111) (1,348)
(Gain) loss on disposal of
discontinued operations (474) 1,199 (4,042) (372)
Depreciation and amortization of non-real
estate assets (125) (138) (508) (493)
----------- ----------- ----------- ------------
Funds from operations $ 71,085 $ 63,598 $ 271,588 $ 235,474
=========== =========== =========== ============
Funds from operations applicable to
Company shareholders $ 38,676 $ 34,457 $ 146,552 $ 126,127
=========== =========== =========== ============
Basic per share data:
Funds from operations $ 1.28 $ 1.16 $ 4.90 $ 4.40
=========== =========== =========== ============
Weighted average common shares outstanding with
operating partnership units fully converted 55,324 54,682 55,477 53,563
Diluted per share data:
Funds from operations $ 1.25 $ 1.14 $ 4.79 $ 4.32
=========== =========== =========== ============
Weighted average common and potential dilutive
common shares outstanding with operating partnership
units fully converted 56,734 55,712 56,735 54,541
SUPPLEMENTAL FFO INFORMATION:
Straight-line rental income $ 555 $ 1,144 $ 3,703 $ 4,348
Straight-line rental income per share $ 0.01 $ 0.02 $ 0.07 $ 0.08
Gain on outparcel sales $ 1,392 $ 102 $ 6,058 $ 2,483
Gain on outparcel sales per share $ 0.02 $ - $ 0.11 $ 0.05
Rental revenue recognized under SFAS Nos. 141 and 142 $ 251 $ - $ 333 $ -
Rental revenue recognized under SFAS Nos. 141
and 142 per share $ - $ - $ 0.01 $ -
Amortization of debt premium $ 678 $ - $ 678 $ -
Amortization of debt premium per share $ 0.01 $ - $ 0.01 $ -
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Year Ended December 31, 2003
Same-Center Net Operating Income
(Dollars in thousands)
Quarter Ended Year Ended
December 31, December 31,
------------------- --------------------
2003 2002 2003 2002
--------- -------- --------- ---------
Net income $ 68,049 $ 23,827 $ 144,139 $ 84,906
Adjustments:
Depreciation and amortization 31,340 24,061 113,481 94,018
Depreciation and amortization from unconsolidated affiliates 1,306 1,353 4,307 4,490
Depreciation and amortization from discontinued operations 48 124 309 941
Minority investors' share of depreciation and amortization in
shopping center properties (288) (347) (1,111) (1,348)
Interest expense 40,003 35,708 153,373 143,105
Interest expense from unconsolidated affiliates 2,075 2,849 8,563 7,647
Interest expense from discontinued operations - 1 - 106
Minority investors' share of interest expense in
shopping center properties (397) (373) (1,650) (1,579)
Loss on extinguishment of debt - 511 167 3,910
Abandoned projects expense 1,903 178 2,056 236
Sales of completed centers (71,886) - (71,886) -
Minority interest in earnings - Operating Partnership 50,681 17,119 106,532 64,251
Gain on discontinued operations (474) 1,199 (4,042) (372)
--------- -------- --------- ---------
Operating Partnership share of total NOI 122,360 106,210 454,238 400,311
General and administrative expenses 10,170 6,626 30,395 23,332
Management fees and non-property level revenues (5,218) (1,618) (18,674) (8,871)
Gain on sale of real estate assets (946) (102) (5,889) (2,804)
--------- -------- --------- ---------
Operating Partnership's share of property NOI 126,366 111,116 460,070 411,968
NOI of non-comparable centers (24,920) (15,326) (97,392) (66,416)
--------- -------- --------- ---------
Same center NOI $ 101,446 $ 95,790 $ 362,678 $345,552
========= ======== ========= =========
Malls NOI $ 93,086 $ 87,168 $ 331,206 $314,211
Associated centers NOI 3,415 3,639 13,887 14,287
Community centers NOI 2,224 2,798 9,947 10,932
Other NOI 2,720 2,185 7,636 6,122
--------- -------- --------- ---------
$ 101,445 $ 95,790 $ 362,676 $345,552
========= ======== ========= =========
Percentage Change:
Malls NOI 6.8% 5.4%
Associated centers NOI -6.2% -2.8%
Community centers NOI -20.5% -9.0%
Other NOI 24.5% 24.7%
----------- ----------
Total same center NOI 6.0% 5.0%
=========== ==========
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Year Ended December 31, 2003
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
December 31, 2003
-------------------------------------------
Fixed Rate Variable Rate Total
------------- -------------- ------------
Consolidated debt $ 2,256,544 $ 481,558 $ 2,738,102
Minority investors' share of consolidated debt (19,577) - (19,577)
Company's share of unconsolidated affiliates' debt 57,615 76,036 133,651
------------- -------------- ------------
Company's share of consolidated and unconsolidated debt $ 2,294,582 $ 557,594 $ 2,852,176
============= ============== ============
Weighted average interest rate 6.64% 2.39% 5.81%
============= ============== ============
December 31, 2002
-------------------------------------------
Fixed Rate Variable Rate Total
------------- -------------- ------------
Consolidated debt $ 1,867,915 $ 534,164 $ 2,402,079
Minority investors' share of consolidated debt (20,127) (1,796) (21,923)
Company's share of unconsolidated affiliates' debt 38,269 28,229 66,498
------------- -------------- ------------
Company's share of consolidated and unconsolidated debt $ 1,886,057 $ 560,597 $ 2,446,654
============= ============== ============
Weighted average interest rate 7.19% 3.39% 6.31%
============= ============== ============
Debt-To-Total-Market Capitalization Ratio as of December 31, 2003
(In thousands, except stock price)
Shares
Outstanding Stock Price (1) Value
------------- -------------- ------------
Common stock and operating partnership units 55,546 $ 56.50 $ 3,138,349
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 3,353,349
Company's share of total debt 2,852,456
------------
Total market capitalization $ 6,205,805
============
Debt-to-total-market capitalization ratio 46.0%
============
(1) Stock price for common stock and operating partnership units equals the
closing price of the common stock on December 31, 2003. The stock price for the
preferred stock represents the face value of each respective series of preferred
stock.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Year Ended December 31, 2003
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
Three Months Ended Year Ended
December 31, December 31,
---------------------------- ----------------------------
2003: Basic Diluted Basic Diluted
------------ ------------- -------------- ------------
Weighted average shares - EPS 30,101 31,511 29,936 31,193
Weighted average operating partnership units 25,223 25,223 25,541 25,542
------------ ------------- -------------- ------------
Weighted average shares- FFO 55,324 56,734 55,477 56,735
============ ============= ============== ============
2002:
Weighted average shares - EPS 29,626 30,657 28,690 29,688
Weighted average operating partnership units 25,056 25,055 24,873 24,853
------------ ------------- -------------- ------------
Weighted average shares- FFO 54,682 55,712 53,563 54,541
============ ============= ============== ============
Dividend Payout Ratio
Three Months Ended Year Ended
December 31, December 31,
---------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------- -------------- ------------
Dividend per share $ 0.655 $ 0.655 $ 2.69 $ 2.32
FFO per diluted, fully converted share $ 1.25 $ 1.14 $ 4.79 $ 4.32
------------ ------------- -------------- ------------
Dividend payout ratio 52.4% 57.5% 56.2% 53.7%
============ ============= ============== ============
Consolidated Balance Sheets
(Preliminary and unaudited, in thousands)
December 31,
2003 2002
---------- ----------
ASSETS
Real estate assets:
Land $ 578,310 $ 570,818
Buildings and improvements 3,678,074 3,394,787
---------- ----------
4,256,384 3,965,605
Less: accumulated depreciation (467,614) (434,840)
---------- ----------
3,788,770 3,530,765
Real estate assets held for sale 64,354 -
Developments in progress 59,096 80,720
---------- ----------
Net investment in real estate 3,912,220 3,611,485
Cash, restricted cash and cash equivalents 20,332 13,355
Cash in escrow 78,476 -
Receivables:
Tenant, net of allowance 42,165 37,994
Other 3,033 3,692
Mortgage notes receivable 36,169 23,074
Investment in unconsolidated affiliates 96,450 68,232
Other assets 75,465 37,282
---------- ----------
$ 4,264,310 $ 3,795,114
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable $ 2,709,348 $ 2,402,079
Mortgage notes payable on real estate assets held for sale 28,754 -
Accounts payable and accrued liabilities 161,478 151,332
---------- ----------
Total liabilities 2,899,580 2,553,411
---------- ----------
Commitments and contingencies
Minority interests 526,993 500,513
---------- ----------
Shareholders' equity:
Preferred Stock, $.01 par value, 25 47
Common Stock, $.01 par value 303 298
Additional paid-in capital 818,051 765,686
Accumulated other comprehensive loss - (2,397)
Deferred compensation (1,607) -
Accumulated deficit 20,965 (22,444)
---------- ----------
Total shareholders' equity 837,737 741,190
---------- ----------
$ 4,264,310 $ 3,795,114
=========== ===========
The balance sheet above is preliminary as of the date of this report.
Please refer the Company's Annual Report on Form 10-K when filed for a complete
balance sheet as of December 31, 2003
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Year Ended December 31, 2003
The Company presents the ratio of earnings before interest, taxes,
depreciation and amortization (EBITDA) to interest because the Company believes
that the EBITDA to interest coverage ratio, along with cash flow from operating
activities, investing activities and financing activities, provides investors an
additional indicator of the Company's ability to incur and service debt.
Ratio of EBITDA to Interest Expense
(Dollars in thousands)
Quarter Ended
December 31,
---------------------------
2003 2002
---------- ----------
EBITDA:
Net Income $ 68,049 $ 23,827
Adjustments:
Depreciation and amortization 31,340 24,061
Depreciation and amortization from unconsolidated affiliates 1,306 1,353
Depreciation and amortization from discontinued operations 48 124
Minority investors' share of depreciation and amortization in
shopping center properties (288) (347)
Interest expense 40,003 35,708
Interest expense from unconsolidated affiliates 2,075 2,849
Interest expense from discontinued operations - 1
Minority investors' share of interest expense in
shopping center properties (397) (373)
Income taxes 131 256
Loss on extinguishment of debt - 511
Abandoned projects expense 1,903 178
Sales of Completed Centers (71,886) -
Minority interest in earnings - Operating Partnership 50,681 17,119
Gain on discontinued operations (474) 1,199
---------- ----------
Company's share of total EBITDA $ 122,491 $ 106,466
============= ==========
Interest Expense:
Interest expense $ 40,003 $ 35,708
Interest expense from discontinued operations - 1
Interest expense from unconsolidated affiliates 2,075 2,849
Minority investors' share of interest expense in
shopping center properties (397) (373)
---------- ----------
Company's share of total interest expense $ 41,681 $ 38,185
============= ==========
Ratio of EBITDA to Interest Expense 2.94 2.79
============= ==========
Reconciliation of EBITDA to Cash Flows From Operating Activities
(In thousands)
Quarter Ended
December 31,
---------------------------
2003 2002
---------- ----------
Company's share of total EBITDA $ 122,491 $ 106,466
Interest expense (40,003) (35,708)
Minority interest's share of interest expense 397 373
Income taxes (131) (256)
Amortization of deferred financing costs and non real estate
Depreciation 1,664 1,542
Amortization of debt premiums (646) -
Depreciation and interest expense from unconsolidated affiliates (3,381) (4,202)
Minority investors' share of depreciation and amortization in 288 347
shopping center properties
Minority interest in earnings - shopping center properties 761 783
Gains on outparcel sales (946) (102)
Issuances of stock under incentive plan 259 1,075
Amortization of deferred compensation 93 -
Deferred compensation 349 2,194
Changes in assets and liabilities 20,844 4,858
---------- ----------
Cash flows from operating activities $ 102,039 $ 77,370
============= ==========
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
December 31, 2003
Schedule of Mortgage and Other Notes Payable as of December 31, 2003
(Dollars In thousands )
Maturity Interest 12/31/03 Balance
Property Location Date Rate Balance Fixed Variable
-------- -------- ---- ---- ------- ----- --------
Asheboro, NC Randolph Mall Jul-12 6.500% $ 15,328 $ 15,328 $ -
Asheville, NC Asheville Mall Sep-11 6.980% 69,541 69,541 -
Beaumont, TX Parkdale Mall Oct-10 5.010% 56,712 56,712 -
Beaumont, TX Parkdale Crossing Oct-10 5.010% 8,955 8,955 -
Brookfield, IL Brookfield Square May-05 7.498% 71,742 71,742 -
Brownsville, TX Sunrise Mall May-04 4.900% 40,000 40,000 -
Burnsville, MN Burnsville Center Aug-10 8.000% 70,923 70,923 -
Cary , NC Cary Towne Ctr Mar-09 6.850% 88,310 88,310 -
Charleston, SC Citadel Mall May-07 7.390% 31,767 31,767 -
Chattanooga, TN Hamilton Corner Aug-11 10.125% 2,503 2,503 -
Chattanooga, TN Hamilton Place Mar-07 7.000% 65,448 65,448 -
Chattanooga, TN CBL Center Aug-12 6.250% 14,763 14,763 -
Cincinnati, OH Eastgate Mall Dec-03 2.625% 41,125 - 41,125
Cincinnati, OH Eastgate Crossing Apr-07 6.380% 10,394 10,394 -
Colonial Heights, VA Southpark Mall May-12 5.100% 47,695 47,695 -
Columbia, SC Columbia Mall Oct-13 5.450% 33,839 33,839 -
Dalton, GA Walnut Square Feb-08 10.125% 486 486 -
Douglasville, GA Arbor Place Mall Jul-12 6.510% 79,570 79,570 -
Douglasville, GA The Landing At Arbor Jul-12 6.510% 8,982 8,982 -
Fairview Heights, IL St. Claire Square Apr-09 7.000% 68,892 68,892 -
Fayetteville, NC Cross Creek Mall Apr-12 5.000% 73,975 73,975 -
Greensburg PA Westmoreland Mall Jan-13 5.050% 83,703 83,703 -
Hattiesburg, MS Turtle Creek Mall Mar-06 7.400% 31,082 31,082 -
Highpoint, NC Oak Hollow Mall Feb-08 7.310% 45,960 45,960 -
Jackson, TN Old Hickory Mall Jul-12 6.510% 35,148 35,148 -
Janesville WI Janesville Mall Apr-16 8.375% 14,255 14,255 -
Lansing MI Meridian Mall Oct-08 4.520% 95,479 95,479 -
Lexington KY Fayette Mall Jul-11 7.000% 95,470 95,470 -
Lexington KY Fayette Mall DevelopmentDec-04 2.770% 8,550 - 8,550
Louisville, KY Jefferson Mall Jul-12 6.510% 44,325 44,325 -
Lynchburg, VA River Ridge Mall Jan-07 4.000% 24,978 24,978 -
Madison, WI East Towne Mall Jan-07 8.010% 27,791 27,791 -
Madison, WI West Towne Mall Jan-07 8.010% 42,966 42,966 -
Meridian, MS Bonita Lakes Mall Oct-09 6.820% 27,178 27,178 -
Meridian, MS Bonita Lakes Crossing Oct-09 6.820% 8,516 8,516 -
Midland MI Midland Mall Jun-03 2.620% 30,000 - 30,000
Morristown, TN College Square Sep-13 6.750% 12,301 12,301 -
N Charleston SC Northwoods Mall Jul-12 6.510% 63,461 63,461 -
Nashua, NH Willow Springs Plaza Aug-07 9.750% 2,871 2,871 -
Nashville, TN Coolsprings Galleria Sep-10 8.290% 60,322 60,322 -
Nashville, TN Hickory Hollow Mall Aug-08 6.770% 89,500 89,500 -
Nashville, TN Courtyard At Hickory Aug-08 6.770% 4,167 4,167 -
Nashville, TN Rivergate Mall Aug-08 6.770% 72,334 72,334 -
Nashville, TN Village At Rivergate Aug-08 6.770% 3,417 3,417 -
Panama City, FL Panama City Mall Aug-12 7.300% 40,144 40,144 -
Portland, ME Bj'S Plaza Dec-11 10.400% 2,578 2,578 -
Racine, WI Regency Mall Jul-12 6.510% 34,757 34,757 -
Roanoke, VA Valley View Mall Sep-10 5.100% 54,396 54,396 -
Rockford, IL Cherryvale Mall Jul-06 7.375% 45,727 45,727 -
Saginaw, MI Fashion Square Jul-12 6.510% 60,923 60,923 -
Spartanburg, SC Westgate Mall Jul-12 6.500% 55,063 55,063 -
Spartanburg, SC Westgate Crossing Jul-10 8.420% 9,659 9,659 -
Stroud, PA Stroud Mall Dec-10 8.420% 31,794 31,794 -
Uvalde, TX Uvalde Plaza Feb-08 10.625% 446 446 -
Waterford, CT Waterford Commons Jun-04 2.770% 25,883 - 25,883
Wausau WI Wausau Center Dec-10 6.700% 13,621 13,621 -
Winston-Salem NC Hanes Mall Jul-08 7.310% 111,516 111,516 -
York, PA York Galleria Dec-10 8.340% 50,875 50,875 -
--------- --------- --------
SUBTOTAL 2,362,102 2,256,544 105,558
Weighted average interest rate 6.45% 6.63% 2.67%
CONSTRUCTION LOANS
None - - -
--------- --------- --------
SUBTOTAL - - -
LINES OF CREDIT 2.2285% 376,000 - 376,000
--------- --------- --------
TOTAL BALANCE SHEET 2,738,102 2,256,544 481,558
Weighted average interest rate 5.87% 6.63% 2.33%
Plus CBL Share Of Unconsolidated Affiliates
Clarksville, TN Governors Square Sep-16 8.230% 15,419 15,419 -
Del Rio, TX Plaza Del Sol Nov-02 9.150% 1,980 1,980 -
El Centro, CA Imperial Valley Mall Dec-06 2.840% 418 (1) - 418
Ft Smith AR Massard Crossing Feb-12 7.540% 591 591 -
Galileo Portfolio Various 5.171% 20,270 20,270 -
Houston, TX Willowbrook Plaza Feb-12 7.540% 3,022 3,022 -
Huntsville, AL Parkway Place Dec-04 2.620% 29,235 (2) - 29,235
Myrtle Beach, SC Coastal Grand May-06 2.938% 46,384 (3) - 46,384
Paducah, KY Kentucky Oaks Jun-07 9.000% 16,132 16,132 -
Vicksburg, MS Pemberton Plaza Feb-12 7.540% 202 202 -
--------- --------- --------
TOTAL 133,651 57,615 76,036
--------- --------- --------
Less Minority Interest Minority Interests' Share
Chattanooga, TN CBL Center 8.0000% 6.2500% (1,181) (1,181) -
Chattanooga, TN Hamilton Corner 10.0000% 10.1250% (250) (250) -
Chattanooga, TN Hamilton Place 10.0000% 7.0000% (6,545) (6,545) -
Highpoint, NC Oak Hollow Mall 25.0000% 7.3100% (11,490) (11,490) -
Uvalde, TX Uvalde Plaza 25.0000% 10.6250% (111) (111)
--------- --------- --------
(19,577) (19,577) -
--------- --------- --------
TOTAL OBLIGATIONS $ 2,852,176 $ 2,294,582 $ 557,594
============= =========== ==========
Weighted average interest rate 5.81% 6.65% 2.39%
Total Debt of Unconsolidated Affiliates
Clarksville, TN Governors Square Sep-16 8.230% 32,461 32,461 -
Del Rio, TX Plaza Del Sol Aug-10 9.150% 3,959 3,959 -
El Centro, CA Imperial Valley Mall Dec-06 2.840% 418 418
Ft Smith, AR Massard Crossing Feb-12 7.540% 5,907 5,907 -
Galileo Portfolio Various 5.171% 202,702 202,702 -
Houston, TX Willowbrook Plaza Feb-12 7.540% 30,222 30,222 -
Huntsville, AL Parkway Place Dec-03 2.620% 58,470 - 58,470
Myrtle Beach, SC Coastal Grand May-06 2.938% 46,384 - 46,384
Paducah, KY Kentucky Oaks Jun-07 9.000% 32,263 32,263 -
Vicksburg, MS Pemberton Plaza Feb-12 7.540% 2,018 2,018 -
--------- --------- --------
TOTAL $ 414,804 $ 309,532 $ 105,272
============= =========== ==========
Weighted average interest rate 5.45% 6.37% 2.76%
Premiums on Assumed Debt Premium
Fayetteville, NC Cross Creek Mall $ 9,951
Lynchburg, VA River Ridge Mall 2,523
Colonial Heights, VA Southpark Mall 4,544
Roanoke, VA Valley View Mall 8,627
---------
$ 25,644
==============
(1) The Company has guaranteed 100% of the debt of this unconsolidated
affiliate although it has only a 60% ownership interest. The amount shown
reflects 100% of the outstanding debt balance.
(2) The Company has guaranteed 50% of the debt of this unconsolidated
affiliate although it has only a 45% ownership interest. The amount shown
reflects 50% of the outstanding debt balance.
(3) The Company has guaranteed 100% of the debt of this unconsolidated
affiliate although it has only a 50% ownership interest. The amount shown
reflects 100% of the outstanding debt balance.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
December 31, 2003
Comparable New and Renewal Leasing Activity as of December 31, 2003
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 475,000 $ 23.22 $ 23.32 0.4% $ 23.77 2.4%
Associated centers 12,000 14.01 15.14 8.1% 16.24 15.9%
Community centers 69,000 10.51 10.90 3.7% 10.92 3.9%
Year To Date:
Stabilized malls 1,594,000 22.47 23.95 6.6% 24.50 9.0%
Associated centers 73,000 13.66 13.62 -0.3% 13.99 2.4%
Community centers 328,000 11.40 11.69 2.5% 11.78 3.3%
Comparable Stabilized Mall Leasing Activity as of December 31, 2003
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 133,000 $ 24.10 $ 24.17 0.3% $ 25.10 4.1%
Renewal leases 342,000 22.88 22.99 0.5% 23.26 1.7%
Year To Date:
New leases 581,000 23.58 27.42 16.3% 28.45 20.7%
Renewal leases 1,008,000 21.75 22.01 1.2% 22.30 2.5%
Total Leasing Activity Compared to Tenants Vacating as of December 31, 2003
Leased Vacated
Leased Average Base Vacated Average Base
Property Type Sq. Ft. Rent PSF Sq. Ft. Rent PSF
--------------------- ------------ ------------- -------------- --------------
Quarter:
Malls 642,000 $ 23.27 156,000 $ 22.46
Associated centers 14,000 15.20 27,000 10.00
Community centers 143,000 9.34 33,000 15.42
Year To Date:
Malls 2,053,000 $ 23.87 801,000 $ 21.09
Associated centers 110,000 13.34 113,000 8.97
Community centers 710,000 9.20 140,000 12.00
Average Annual Base Rents Per Square Foot By Property Type
December 31,
----------------------------
2003 2002
------------ --------------
Stabilized malls $ 25.03 $ 23.54
Non-stabilized malls 25.82 22.78
Associated centers 9.90 9.87
Community centers 9.15 9.61
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
December 31, 2003
Capital Expenditures for Quarter and Year Ended December 31, 2003
(In thousands)
Quarter Year
-------------- ------------
Tenant allowances $ 10,699 $ 34,973
-------------- ------------
Renovations: *
Parking lot and parking lot lighting 3,925 9,743
Roof repairs and replacements 579 4,566
Other capital expenditures 2,087 54,200
-------------- ------------
Total renovations expenditures 6,591 68,509
-------------- ------------
Deferred maintenance: *
Parking lot and parking lot lighting 1,131 3,088
Roof repairs and replacements 1,352 5,100
Other capital expenditures 2,957 12,773
-------------- ------------
Total deferred maintenance expenditures 5,440 20,961
-------------- ------------
Total capital expenditures $ 22,730 $ 124,443
============== ============
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.
* The year-to-date amounts for total renovation expenditures and total
deferred maintenance expenditures reflect a reclassification of previously
reported amounts between these two categories.
Deferred Leasing Costs Capitalized
(In thousands)
Year Ended December 31,
-----------------------------
2003 2002
-------------- ------------
-------------- ------------
Quarter ended:
March 31, $ 490 $ 45
June 30, 333 466
September 30, 431 710
December 31, 312 370
-------------- ------------
-------------- ------------
$ 1,566 $ 1,591
============== ============
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
December 31, 2003
Properties Under Development at December 31, 2003
(Dollars in millions)
Gross CBL's Cost Cost
Leasable or Share of Spent Opening Initial
Property Location Area Cost To Date Date Yield
---------------------------------- ------------------------ ------------- ------------- ---------- ------------- ------
New Mall Developments:
Coastal Grand Myrtle Beach, SC 908,000 $ 60.4 $ 42.4 March-04 9%
(50/50 joint venture)
Imperial Valley Mall El Centro, CA 741,000 44.2 6.2 May-05 10%
(60/40 joint venture)
Mall Expansions:
Arbor Place Rich's-Macy's Douglasville, GA 140,000 10.0 3.6 November-04 0%
East Towne Mall Madison, WI 139,000 20.5 8.6 November-04 7%
West Towne Mall Madison, WI 94,000 16.2 4.5 November-04 9%
Associated Centers:
The Shoppes at Panama City Panama City, FL 56,000 9.6 9.9 February-04 9%
Community Centers:
Garden City Plaza Expansion Garden City, KS 26,500 2.4 1.0 March-04 11%
Wilkes-Barre Township Marketplace Wilkes-Barre Township, PA 281,000 9.8 6.8 March-04 9%
Charter Oak Marketplace Hartford, CT 312,000 13.3 2.4 November-04 10%
------------- ------------- ----------
2,697,500 $ 186.4 $ 85.4
============= ============= ==========