Securities Exchange Act of 1934 -- Form 10-Q
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended to
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Commission File Number 1-12494
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CBL & Associates Properties, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 62-1545718
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Park Place, 6148 Lee Highway, Chattanooga, TN 37421
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)(423) 855-0001
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(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of each of the registrants classes of
common stock, as of October 31, 1999 : Common Stock, par value $.01 per share,
24,730,160 shares.
<PAGE>
CBL & Associates Properties, Inc.
INDEX
PART I FINANCIAL INFORMATION PAGE NUMBER
-----------
ITEM 1: FINANCIAL INFORMATION 3
CONSOLIDATED BALANCE SHEETS - AS OF SEPTEMBER 30, 4
1999 AND DECEMBER 31, 1998
CONSOLIDATED STATEMENTS OF OPERATIONS - FOR 5
THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND
1998 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1999 AND 1998
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR 6
THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7
ITEM 2: MANAGEMENT'S DISCUSSION AND 10
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
PART II OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS 23
ITEM 2: CHANGES IN SECURITIES 23
ITEM 3: DEFAULTS UPON SENIOR SECURITIES 23
ITEM 4: SUBMISSION OF MATTERS TO HAVE A 23
VOTE OF SECURITY HOLDERS
ITEM 5: OTHER INFORMATION 23
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 23
SIGNATURE 24
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<PAGE>
CBL & Associates Properties, Inc.
ITEM 1 - FINANCIAL INFORMATION
The accompanying financial statements are unaudited; however, they have
been prepared in accordance with generally accepted accounting principles for
interim financial information and in conjunction with the rules and regulations
of the Securities and Exchange Commission. Accordingly, they do not include all
of the disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting solely of normal recurring matters) necessary for a fair
presentation of the financial statements for these interim periods have been
included. The results for the interim period ended September 30, 1999 are not
necessarily indicative of the results to be obtained for the full fiscal year.
These financial statements should be read in conjunction with the CBL &
Associates Properties, Inc. (the "Company") December 31, 1998 audited financial
statements and notes thereto included in the CBL & Associates Properties, Inc.
Form 10-K for the year ended December 31, 1998.
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<PAGE>
<TABLE>
CBL & Associates Properties, Inc.
Consolidated Balance Sheets
(Dollars in thousands, except share data)
(UNAUDITED)
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
Real estate assets:
Land $277,157 $265,521
Buildings and improvements 1,729,542 1,609,831
--------- ---------
2,006,699 1,875,352
Less: Accumulated depreciation (211,009) (177,055)
--------- ---------
1,795,690 1,698,297
Developments in progress 152,711 107,491
--------- ---------
Net investment in real estate assets 1,948,401 1,805,788
Cash and cash equivalents 6,542 5,827
Receivables:
Tenant 21,136 17,337
Other 1,747 2,076
Mortgage notes receivable 9,504 9,118
Other assets 19,270 15,201
---------- ----------
$2,006,600 $1,855,347
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable $1,345,560 $1,208,204
Accounts payable and accrued liabilities 49,501 62,466
---------- ----------
Total liabilities 1,395,061 1,270,670
Distributions and losses in excess of investment
in unconsolidated affiliates 3,861 855
---------- ----------
Minority interest 175,141 168,040
---------- ----------
Commitments and contingencies (Note 2)
Shareholders' Equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized,
2,875,000 outstanding in 1999 and 1998 29 29
Common stock, $.01 par value, 95,000,000 shares authorized,
24,713,566 and 24,590,936 shares issued and outstanding
in 1999 and 1998, respectively 247 246
Additional paid - in capital 455,296 452,252
Accumulated deficit (22,627) (36,235)
Deferred compensation (408) (510)
---------- ----------
Total shareholders' equity 432,537 415,782
---------- ----------
$2,006,600 $1,855,347
========== ==========
The accompanying notes are an integral part of these balance sheets.
</TABLE>
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<PAGE>
<TABLE>
CBL & Associates Properties, Inc.
Consolidated Statements Of Operations
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ -----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rentals:
Minimum $50,688 $44,525 $147,240 $118,545
Percentage 1,595 1,146 6,497 3,975
Other 590 462 1,998 1,282
Tenant reimbursements 23,436 20,238 65,091 52,241
Management, development and leasing fees 4,493 639 6,502 2,058
Interest and other 920 703 3,133 2,067
------- ------- ------- -------
Total revenues 81,722 67,713 230,461 180,168
------- ------- ------- -------
EXPENSES:
Property operating 13,110 11,187 36,275 29,511
Depreciation and amortization 13,309 11,659 38,875 30,534
Real estate taxes 6,981 6,355 20,268 16,607
Maintenance and repairs 4,648 3,928 12,918 10,223
General and administrative 3,958 2,775 11,315 8,506
Interest 20,705 19,019 60,141 47,836
Other 82 113 970 122
------- ------- ------- -------
Total expenses 62,793 55,036 180,762 143,339
------- ------- ------- -------
Income from operations 18,929 12,677 49,699 36,829
Gain on sales of real estate assets 937 398 9,505 2,910
Equity in earnings of unconsolidated affiliates 678 521 2,419 1,689
Minority interest in earnings:
Operating partnership (6,068) (3,499) (18,183) (11,276)
Shopping center properties (279) (101) (941) (409)
------- ------- ------- -------
Income before extraordinary item 14,197 9,996 42,499 29,743
Extraordinary loss on extinguishment of debt -- (676) -- (676)
------- ------- ------- -------
Net income 14,197 9,320 42,499 29,067
Preferred dividends (1,617) (1,617) (4,851) (1,617)
------- ------- ------- -------
Net income available to common shareholders 12,580 7,703 37,648 27,450
Basic per share data:
Income before extraordinary item $ 0.51 $ 0.35 $ 1.53 $ 1.17
======= ======= ======= =======
Net income $ 0.51 $ 0.32 $ 1.53 $ 1.14
======= ======= ======= =======
Weighted average common shares outstanding 24,677 24,117 24,628 24,089
Diluted per share data:
Income before extraordinary item $ 0.50 $ 0.34 $ 1.51 $ 1.16
======= ======= ======= =======
Net income $ 0.50 $ 0.32 $ 1.51 $ 1.13
======= ======= ======= =======
Weighted average common shares and potential
dilutive common shares outstanding 24,935 24,409 24,869 24,345
The accompanying notes are an integral part of these statements.
</TABLE>
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<PAGE>
<TABLE>
CBL & Associates Properties, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
(UNAUDITED)
<CAPTION>
Nine Months
Ended September 30,
----------------------
1999 1998
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $42,499 $29,067
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in earnings 19,124 11,685
Depreciation 32,071 26,032
Amortization 7,697 5,369
Gain on sales of real estate assets (9,505) (2,910)
Equity in earnings of unconsolidated affiliates (2,419) (1,689)
Issuance of stock under incentive plan 80 287
Amortization of deferred compensation 360 392
Write-off of development projects 970 122
Distributions from unconsolidated affiliates 9,621 2,768
Distributions to minority investors (17,563) (13,193)
Changes in assets and liabilities -
Tenant and other receivables (3,470) (5,158)
Other assets (5,394) (6,187)
Accounts payable and accrued liabilities 3,998 12,833
------- --------
Net cash provided by operating activities 78,069 59,418
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction of real estate assets and land acquisition (110,292) (81,290)
Acquisition of real estate assets (68,545) (501,156)
Capitalized interest (4,879) (3,858)
Other capital expenditures (25,023) (16,186)
Deposits in escrow -- 66,108
Proceeds from sales of real estate assets 36,412 6,730
Additions to mortgage notes receivable (1,425) (1,497)
Payments received on mortgage notes receivable 1,039 1,435
Advances and investments in unconsolidated affiliates (3,237) (967)
------- --------
Net cash used in investing activities (175,950) (530,681)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other notes payable 219,656 586,832
Principal payments on mortgage and other notes payable (82,300) (143,278)
Additions to deferred financing costs (779) (2,025)
Proceeds from issuance of preferred stock -- 70,112
Proceeds from issuance of common stock 878 240
Proceeds from exercise of stock options 1,469 1,391
Purchase of minority interest -- (3,012)
Prepayment penalties on extinguishment of debt -- (676)
Dividends paid (40,328) (34,658)
------- --------
Net cash provided by financing activities 98,596 474,926
------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS 715 3,663
CASH AND CASH EQUIVALENTS, beginning of period 5,827 3,124
------- --------
CASH AND CASH EQUIVALENTS, end of period $ 6,542 $ 6,787
======= ========
Cash paid for interest, net of amounts capitalized $60,351 $42,147
======= ========
The accompanying notes are an integral part of these statements.
</TABLE>
-6-
<PAGE>
CBL & Associates Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 - Unconsolidated Affiliates
At September 30, 1999, the Company had investments in five partnerships all
of which are reflected using the equity method of accounting. Condensed combined
results of operations for the unconsolidated affiliates are presented as follows
(dollars in thousands):
<TABLE>
<CAPTION>
Company's Share
Total For The For The
Nine Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
1999 1998 1999 1998
------- ------- ------ ------
<S> <C> <C> <C> <C>
Revenues $19,885 $16,535 $9,812 $8,125
------- ------- ------ ------
Depreciation and amortization 2,548 2,158 1,251 1,057
Interest expense 6,271 5,910 3,087 2,904
Other operating expenses 6,168 5,003 3,055 2,475
------- ------- ------ ------
Net income $ 4,898 $ 3,464 $2,419 $1,689
======= ======= ====== ======
</TABLE>
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<PAGE>
Note 2 - Contingencies
The Company is currently involved in certain litigation arising in the
ordinary course of business. In the opinion of management, the pending
litigation will not materially affect the financial statements of the Company.
Additionally, based on environmental studies completed to date on the real
estate properties, management believes any exposure related to environmental
cleanup will not be significant to the financial position and results of
operations of the Company.
Note 3 - Credit Agreements
The Company has credit facilities of $230 million of which $59.7 million is
available at September 30, 1999. Outstanding amounts under the credit facilities
bear interest at a weighted average interest rate of 6.40% at September 30,
1999. The Company's variable rate debt as of September 30, 1999 was $588.8
million with a weighted average interest rate of 6.56% as compared to 6.73% as
of September 30, 1998. Through the execution of interest rate swap agreements,
the Company has fixed the interest rates on $314 million of variable rate debt
on operating properties at a weighted average interest rate of 6.61%. There were
no fees charged to the Company related to these swap agreements. In addition,
the Company's has interest rate caps in place on $150 million of variable rate
debt leaving $124.8 million of debt subject to variable rates. The Company's
remaining variable rate debt of $124.8 million is limited to construction
properties with no debt subject to variable rates on operating properties. The
Company's swap agreements in place at September 30, 1999 are as follows:
<TABLE>
Swap Amount Fixed LIBOR
(in millions) Component Effective Date Expiration Date
------------- --------- -------------- ---------------
<S> <C> <C> <C>
$65 5.72% 01/07/98 01/07/2000
81 5.54% 02/04/98 02/04/2000
50 5.70% 06/15/98 06/15/2001
38 5.73% 06/26/98 06/30/2001
80 5.49% 09/01/98 09/01/2001
</TABLE>
At September 30, 1999, the Company had interest rate caps of $100 million
at 7.5% and $50 million at 6.5% on LIBOR-based variable rate debt.
Note 4 - Segment Information
Management of the Company measures performance and allocates resources
according to property type, which are determined based on differences such as
nature of tenants, capital requirements, economic risks and leasing terms.
Rental income and tenant reimbursements from tenant leases provide the majority
of revenues from all segments. Information on management's reportable segments
is presented as follows (in thousands):
<TABLE>
<CAPTION>
Associated Community
Three Months Ended September 30, 1999 Malls Centers Centers All Other Total
------------------------------------- ------- ------------ ----------- --------- -------
<S> <C> <C> <C> <C> <C>
Revenues $58,290 $3,007 $15,224 $5,201 $81,722
Property operating expenses (1) (21,769) (507) (2,681) 218 (24,739)
Interest expense (15,768) (663) (3,032) (1,242) (20,705)
Gain on sales of real estate assets (426) - 797 566 937
------- ------ ------- ------ -------
Segment profit and loss $20,327 $1,837 $10,308 $4,743 37,215
======= ====== ======= ======
Depreciation and amortization (13,309)
General and administrative and other (4,040)
Equity in earnings and minority
interest adjustment (5,669)
-------
Income before extraordinary item $14,197
=======
Capital expenditures (2) $70,178 $2,118 $5,238 $16,762 $94,296
-8-
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Associated Community
Three Months Ended September 30, 1998 Malls Centers Centers All Other Total
------------------------------------- ------- ---------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
Revenues $49,426 $2,704 $14,206 $1,377 $67,713
Property operating expenses (1) (17,575) (479) (2,898) (518) (21,470)
Interest expense (14,323) (525) (3,228) (943) (19,019)
Gain on sales of real estate assets - - - 398 398
------- ------ ------ ------ -------
Segment profit and loss $17,528 $1,700 $8,080 $314 27,622
======= ====== ====== ======
Depreciation and amortization (11,659)
General and administrative and other (2,888)
Equity in earnings and minority
interest adjustment (3,079)
------
Income before extraordinary item $9,996
======
Capital expenditures (2) $379,319 $13,667 $18,717 $12,333 $424,036
</TABLE>
<TABLE>
<CAPTION>
Associated Community
Nine Months Ended September 30, 1999 Malls Centers Centers All Other Total
------------------------------------ -------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues $168,306 $8,948 $43,982 $9,225 $230,461
Property operating expenses (1) (60,355) (1,468) (8,283) 645 (69,461)
Interest expense (45,316) (1,937) (9,168) (3,720) (60,141)
Gain on sales of real estate assets (426) - 797 9,134 9,505
------- ------ ------- -------- -------
Segment profit and loss $62,209 $5,543 $27,328 $15,284 110,364
======= ====== ======= =======
Depreciation and amortization (38,875)
General and administrative and other (12,285)
Equity in earnings and minority
interest adjustment (16,705)
-------
Income before extraordinary item $42,499
=======
Total assets (2) $1,307,844 $100,585 $450,987 $147,184 $2,006,600
Capital expenditures (2) $81,642 $4,289 $21,654 $68,981 $176,566
</TABLE>
<TABLE>
<CAPTION>
Associated Community
Nine Months Ended September 30, 1998 Malls Centers Centers All Other Total
------------------------------------ -------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues $128,600 $7,095 $40,398 $4,075 $180,168
Property operating expenses (1) (45,706) (1,283) (8,129) (1,223) (56,341)
Interest expense (34,560) (1,214) (9,219) (2,843) (47,836)
Gain on sales of real estate assets 216 - - 2,694 2,910
-------- ------ ------- ------ ------
Segment profit and loss $ 48,550 $4,598 $23,050 $2,703 78,901
======== ====== ======= ======
Depreciation and amortization (30,534)
General and administrative and other (8,628)
Equity in earnings and minority
interest adjustment (9,996)
------
Income before extraordinary item $29,743
=======
Total assets (2) $1,251,142 $63,116 $345,407 $174,801 $1,834,466
Capital expenditures (2) $581,046 $25,394 $36,728 $25,701 $668,869
</TABLE>
[FN]
(1) Property operating expenses include property operating expenses, real
estate taxes, and maintenance and repairs.
(2) Developments in progress are included in the "All Other" category. </FN>
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<PAGE>
CBL & Associates Properties, Inc.
Item 2: Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with CBL & Associates
Properties, Inc. Consolidated Financial Statements and Notes thereto.
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 results, financial and otherwise, may differ materially from the events
and results discussed in the forward-looking statements. We direct you to the
Company's other 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.
GENERAL BACKGROUND
CBL & Associates Properties, Inc. (the "Company") Consolidated Financial
Statements and Notes thereto reflect the consolidated financial results of CBL &
Associates Limited Partnership (the "Operating Partnership") which includes at
September 30, 1999, the operations of a portfolio of properties consisting of
twenty-five regional malls, fifteen associated centers, eighty-two community
centers, an office building, joint venture investments in four regional malls
and one associated center, and income from six mortgages (the "Properties"). The
Operating Partnership also has one mall, three community centers and two
expansions currently under construction and options to acquire certain shopping
center development sites. The consolidated financial statements also include the
accounts of CBL & Associates Management, Inc. (the "Management Company").
The Company classifies its regional malls into two categories - malls which
have completed their initial lease-up ("Stabilized Malls") and malls which are
in their initial lease-up phase ("New Malls"). The New Mall category is
presently comprised of a redevelopment project, Springdale Mall in Mobile,
Alabama, Bonita Lakes Mall in Meridian, Mississippi which opened in October
1997, and Parkway Place Mall in Huntsville, Alabama which was acquired in
December 1998 and is being redeveloped in a joint venture with a third party.
In July 1999, the Company acquired York Galleria in York, Pennsylvania. The
purchase price of $68.5 million was funded from a mortgage loan in the amount of
$51.1 million and in part from $30 million in proceeds from the Company's
disposition of two department stores, and two free-standing community centers. A
portion of such proceeds were allocated to a like-kind exchange of properties
under section 1031 of the Internal Revenue Code of 1986 as amended. The $12.6
million balance of the proceeds from the dispositions was used to pay down the
Company's credit lines.
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<PAGE>
The State of Tennessee has recently enacted legislation that would extend
franchise and excise taxes to limited liability entities generally for tax years
beginning on or after July 1, 1999. The effect of this new legislation on the
Company's operations in Tennessee is currently estimated to be approximately $2
million.
RESULTS OF OPERATIONS
Operational highlights for the three months and nine months ended September
30, 1999 as compared to September 30, 1998 are as follows:
SALES
Mall shop sales, for those tenants who have reported, in the twenty-six
Stabilized Malls in the Company's portfolio increased by 5.2% on a comparable
per square foot basis.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1999 1998
--------- -----------
<S> <C> <C>
Sales per square foot $184.16 $175.04
</TABLE>
Total sales volume in the mall portfolio, including New Malls, increased
9.1% to $1.053 billion for the nine months ended September 30, 1999 from $964.7
million for the nine months ended September 30, 1998.
Occupancy costs as a percentage of sales for the nine months ended
September 30, 1999 and 1998 for the Stabilized Malls were 13.0% and 12.3%,
respectively. Occupancy costs were 11.2%, 11.2% and 11.5% for the years ended
December 31, 1998, 1997, and 1996, respectively. Occupancy costs as a percentage
of sales are generally higher in the first three quarters of the year as
compared to the fourth quarter due to the seasonality of retail sales.
OCCUPANCY
Occupancy for the Company's overall portfolio was as follows:
<TABLE>
<CAPTION>
At September 30,
---------------------
1999 1998
---- ----
<S> <C> <C>
Stabilized malls 92.7% 91.7%
New malls 85.9 92.0
Associated centers 91.1 91.0
Community centers 96.5 96.5
Total Portfolio 93.8% 93.7%
</TABLE>
-11-
<PAGE>
Occupancy in the New Mall category has been affected by the inclusion of
two properties that are being redeveloped, Parkway Place in Huntsville, Alabama
and Springdale Mall in Mobile, Alabama. Excluding Parkway Place and Springdale,
new mall occupancy at the end of the quarter would have been 98.0% and total
portfolio occupancy would have been 94.2%.
AVERAGE BASE RENT
Average base rents for the Company's three portfolio categories were as
follows:
<TABLE>
At September 30,
--------------------
1999 1998
------ ------
<S> <C> <C>
Malls $19.96 $19.75
Associated centers 9.39 9.41
Community centers 8.31 8.00
</TABLE>
LEASE ROLLOVERS
On spaces previously occupied, the Company achieved the following results
from rollover leasing for the nine months ended September 30, 1999 compared to
the base and percentage rent previously paid:
<TABLE>
<CAPTION>
Per Square Per Square
Foot Rent Foot Rent Percentage
Prior Lease (1) New Lease (2) Increase
--------------- ------------- --------
<S> <C> <C> <C>
Malls $23.27 $26.49 13.8%
Associated centers 9.51 10.58 11.2%
Community centers 8.18 9.11 11.4%
</TABLE>
[FN]
(1) - Rental achieved for spaces previously occupied at the end of the lease
including percentage rent.
(2) - Average base rent over the term of the lease. </FN>
For the nine months ended September 30, 1999, malls represented 75.6% of
total revenues from all properties; revenues from associated centers represented
3.8%; revenues from community centers represented 17.9%; and revenues from
mortgages, development fees and the office building represented 2.7%.
Accordingly, revenues and results of operations are disproportionately impacted
by the malls' achievements.
The shopping center business is somewhat seasonal in nature with tenant
sales achieving the highest levels during the fourth quarter because of the
holiday season. The malls earn most of their "temporary" rents (rents from
short-term tenants) during the holiday period. Thus, occupancy levels and
revenue production are generally the highest in the fourth quarter of each year.
Results of operations realized in any one quarter may not be indicative of the
results likely to be experienced over the course of the fiscal year.
-12-
<PAGE>
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER
30, 1999 TO THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1998
Total revenues for the three months ended September 30, 1999 increased by
$14.0 million, or 20.7%, to $81.7 million as compared to $67.7 million in 1998.
Minimum rents increased by $6.2 million, or 13.8%, to $50.7 million as compared
to $44.5 million in 1998, and tenant reimbursements increased by $3.2 million,
or 15.8%, to $23.4 million in 1999 as compared to $20.2 million in 1998.
Percentage rents increased by $0.5 million, or 39.2%, to $1.6 million as
compared to $1.1 million in 1998.
Management, leasing and development fees increased by $3.9 million, to $4.5
million as compared to $0.6 million in 1998. This increase was primarily due to
a fee of $3.1 million from a co-development property and increases in management
fees on managed properties.
Approximately $6.3 million of the increase in revenues resulted from
operations at the seven new centers opened or acquired during the past fifteen
months. These centers consist of:
<TABLE>
<CAPTION>
Opening/
Project Name Location Total GLA Type of Addition Acquisition Date
- ------------ -------- --------- ---------------- ----------------
<S> <C> <C> <C> <C>
Janesville Mall Janesville, Wisconsin 609,000 Acquisition August 1998
Meridian Mall Lansing, Michigan 767,000 Acquisition August 1998
Sterling Creek Commons Portsmouth, Virginia 65,000 New Development September 1998
Fiddler's Run Morganton, North Carolina 203,000 New Development March 1999
Sand Lake Corners Orlando, Florida 559,000 New Development July 1999
York Galleria York, Pennsylvania 767,000 Acquisition July 1999
The Landing at Arbor Place Douglasville, Georgia 163,000 New Development August 1999
</TABLE>
Approximately $4.6 million of the increase in revenues resulted from
improved operations and occupancies in the existing centers. The majority of
these increases was generated at Cortlandt Towne Center in Cortlandt, New York
and St. Clair Square in Fairview Heights, Illinois and $3.1 million in revenues
from a fee earned in the co-development program.
Property operating expenses, including real estate taxes and maintenance
and repairs, increased in the third quarter of 1999 by $3.3 million or 15.2% to
$24.7 million as compared to $21.5 million in the second quarter of 1998. This
increase was primarily the result of the addition of the seven new centers
referred to above.
Depreciation and amortization increased in the third quarter of 1999 by
$1.7 million or 14.1% to $13.3 million as compared to $11.6 million in the
second quarter of 1998. This increase is primarily due to the addition of the
seven new centers referred to above.
Interest expense increased in the third quarter of 1999 by $1.7 million, or
8.9% to $20.7 million as compared to $19.0 million in 1998. This increase was
primarily due to the additional interest on the seven centers added during the
last fifteen months referred to above.
-13-
<PAGE>
The gain on sales of real estate assets increased in the third quarter of
1999 by $0.5 million, to $0.9 million as compared to $0.4 million in 1998. The
majority of gain on sales in the third quarter of 1999 was from outparcel sales
at The Landing at Arbor Place in Douglasville, Georgia and sales of two
completed centers, offset by losses on the sales of two department store pads.
Equity in earnings of unconsolidated affiliates increased in the third
quarter of 1999 by $0.2 million to $0.7 million from $0.5 million in the third
quarter of 1998 primarily due to the acquisition of a 50% interest in Parkway
Place in Huntsville, Alabama.
COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1999 TO THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
Total revenues for the nine months ended September 30, 1999 increased by
$50.3 million, or 27.9%, to $230.5 million as compared to $180.2 million in
1998. Of this increase, minimum rents increased by $28.7 million, or 24.2%, to
$147.2 million as compared to $118.5 million in 1998, and tenant reimbursements
increased by $12.9 million, or 24.6%, to $65.1 million in 1999 as compared to
$52.2 million in 1998. Percentage rents increased by $2.5 million, or 63.4% to
$6.5 million as compared to $4.0 million in 1998.
Improved occupancies and operations and increased rents in the Company's
operating portfolio generated $9.6 million of increased revenues. The majority
of these increases was generated at Cortlandt Towne Center in Cortlandt, New
York and St. Clair Square in Fairview Heights, Illinois. Revenues of $3.1
million were generated from a fee earned in the Company's co-development
program. New revenues of $37.6 resulted from operations at the fourteen new
centers opened or acquired during the past twenty-one months. These centers are
as follows:
<TABLE>
<CAPTION>
Opening/
Project Name Location Total GLA Type of Addition Acquisition Date
- ------------ -------- --------- ---------------- -----------------
<S> <C> <C> <C> <C>
Burnsville Center Minneapolis (Burnsville), 1,070,000 Acquisition February 1998
Minnesota
Stroud Mall Stroudsburg, Pennsylvania 427,000 Acquisition April 1998
Hickory Hollow Mall Nashville, Tennessee 1,096,000 Acquisition July 1998
Courtyard at Hickory Hollow Nashville, Tennessee 77,000 Acquisition July 1998
Rivergate Mall Nashville, Tennessee 1,074,000 Acquisition July 1998
Village at Rivergate Nashville, Tennessee 166,000 Acquisition July 1998
Lions Head Village Nashville, Tennessee 93,000 Acquisition July 1998
Janesville Mall Janesville, Wisconsin 609,000 Acquisition August 1998
Meridian Mall Lansing, Michigan 767,000 Acquisition August 1998
Sterling Creek Commons Portsmouth, Virginia 65,000 New Development September 1998
Fiddler's Run Morganton, North Carolina 203,000 New Development March 1999
Sand Lake Corners Orlando, Florida 559,000 New Development July 1999
York Galleria York, Pennsylvania 767,000 Acquisition July 1999
The Landing at Arbor Place Douglasville, Georgia 163,000 New Development August 1999
</TABLE>
-14-
<PAGE>
Management, leasing and development fees increased by $4.4 million to $6.5
million in the first nine months of 1999 as compared to $2.1 million in 1998.
This increase was primarily due to a fee of $3.1 million from a co-development
property, increases in fees from co-development properties in general and
increases in management fees on managed properties.
Property operating expenses, including real estate taxes and maintenance
and repairs, increased in the first nine months of 1999 by $13.1 million, or
23.3%, to $69.5 million as compared to $56.3 million in 1998. This increase was
primarily the result of the addition of the fourteen new centers referred to
above.
Depreciation and amortization increased in the first nine months of 1999 by
$8.3 million, or 27.3%, to $38.9 million as compared to $30.5 million in 1998.
This increase was primarily the result of the addition of the fourteen new
centers referred to above.
Interest expense increased in the first nine months of 1999 by $12.3
million, or 25.7%, to $60.1 million as compared to $47.8 million in 1998. This
increase was primarily the result of interest on debt related to the addition of
the fourteen new centers referred to above.
The gain on sales of real estate assets increased for the nine months ended
September 30, 1999 by $6.6 million to $9.5 million as compared to $2.9 million
in 1998. Gain on sales in the first nine months of 1999 was in connection with
outparcel sales at the Sand Lake Corners development in Orlando, Florida and The
Landing at Arbor Place in Douglasville, Georgia and anchor pad sales at
Chesterfield Crossing in Richmond, Virginia which is now under construction. The
gain on sales in the first nine months of 1998 was for outparcel sales at the
Company's developments in Springhurst Towne Center in Louisville, Kentucky and
Sterling Creek Commons in Portsmouth, Virginia.
Equity in earnings of unconsolidated affiliates increased in the first nine
months of 1999 by $0.7 million to $2.4 million from $1.7 million in the first
nine months of 1998 primarily due to the acquisition of a 50% interest in
Parkway Place in Huntsville, Alabama and improved operations at existing equity
centers.
LIQUIDITY AND CAPITAL RESOURCES
The principal uses of the Company's liquidity and capital resources have
historically been for property development, expansion and renovation programs,
acquisitions and debt repayment. To maintain its qualification as a real estate
investment trust under the Internal Revenue Code, the Company is required to
distribute to its shareholders at least 95% of its "Real Estate Investment Trust
Taxable Income" as defined in the Internal Revenue Code of 1986, as amended (the
"Code").
As of November 1, 1999, the Company had $46.1 million available in unfunded
construction and redevelopment loans to be used for completion of the
construction and redevelopment projects and replenishment of working capital
previously used for construction. Additionally, as of November 1, 1999, the
Company had obtained revolving credit lines and term loans totaling $230.0
million of which $33.9 million was available. As a publicly traded company, the
Company has access to capital through both the public equity and debt markets.
The Company has filed a Shelf Registration authorizing shares of the Company's
preferred stock and common stock and warrants to purchase shares of the
Company's common stock with an aggregate public offering price of up to $350
million with $278 million remaining after the Company's preferred stock offering
on June 30, 1998. The Company anticipates that the combination of these sources
will, for the foreseeable future, provide adequate liquidity to enable it to
continue its capital programs substantially as in the past and make
distributions to its shareholders in accordance with the Code's requirements
applicable to real estate investment trusts.
-15-
<PAGE>
Management expects to refinance the majority of the mortgage notes payable
maturing over the next five years with replacement loans.
The Company's policy is to maintain a conservative debt to total market
capitalization ratio in order to enhance its access to the broadest range of
capital markets, both public and private. The Company's current capital
structure includes property specific mortgages, which are generally
non-recourse, revolving lines of credit, common stock, preferred stock and a
minority interest in the Operating Partnership. The minority interest in the
Operating Partnership represents the 25.7% ownership interest in the Operating
Partnership held by the Company's executive and senior officers which may be
exchanged for approximately 9.4 million shares of common stock. Additionally,
Company executive officers and directors own approximately 1.7 million shares of
the outstanding common stock of the Company, for a combined total interest in
the Operating Partnership of approximately 30.4%. Ownership interests issued to
fund acquisitions in 1998 may be exchanged for approximately 2.4 million shares
of common stock which represents a 6.5% interest in the Operating Partnership.
Assuming the exchange of all limited partnership interests in the Operating
Partnership for common stock, there would be outstanding approximately 36.6
million shares of common stock with a market value of approximately $894.8
million at September 30, 1999 (based on the closing price of $24.4375 per share
on September 30, 1999). The Company's total market equity is $957.9 million
which includes 2.9 million shares of preferred stock at the closing price of
$21.9375 per share on September 30, 1999. Company executive and senior officers'
ownership interests had a market value of approximately $271.8 million at
September 30, 1999.
Mortgage debt consists of debt on certain consolidated properties as well
as on four properties in which the Company owns a non-controlling interest and
is accounted for under the equity method of accounting. At September 30, 1999,
the Company's share of funded mortgage debt on its consolidated properties
adjusted for minority investors' interests in nine properties was $1.324 billion
and its pro rata share of mortgage debt on unconsolidated properties (accounted
for under the equity method) was $45.8 million for total debt obligations of
$1.370 billion with a weighted average interest rate of 7.04%.
The Company's total conventional fixed rate debt as of September 30, 1999
was $781.1 million with a weighted average interest rate of 7.41% as compared to
8.07% as of September 30, 1998.
The Company's variable rate debt as of September 30, 1999 was $588.8
million with a weighted average interest rate of 6.56% as compared to 6.73% as
of September 30, 1998. Through the execution of swap agreements, the Company has
fixed the interest rates on $314 million of debt on operating properties at a
weighted average interest rate of 6.60%. In addition, the Company has interest
rate caps in place on $150.0 million of variable rate debt leaving $124.8
million of debt subject to variable rates. The Company's remaining variable rate
debt of $124.8 million is capitalized to projects currently under construction
leaving no variable rate debt exposure on operating properties as of September
30, 1999. There were no fees charged to the Company related to its swap
agreements. The Company's swap and cap agreements in place at September 30, 1999
are as follows:
-16-
<PAGE>
<TABLE>
<CAPTION>
Swap /Cap Amount
(in millions) Fixed LIBOR Component Effective Date Expiration Date
------------- --------------------- -------------- ---------------
<S> <C> <C> <C>
$65 5.72% 01/07/98 01/07/2000
81 5.54% 02/04/98 02/04/2000
50 5.70% 06/15/98 06/15/2001
38 5.73% 06/26/98 06/26/2001
80 5.49% 09/01/98 09/01/2001
100 7.50% 01/01/99 01/05/2000
50 6.50% 09/27/99 09/27/2000
</TABLE>
Based on the debt (including construction projects) and the market value of
equity described above, the Company's debt to total market capitalization (debt
plus market value equity) ratio was 58.9% at September 30, 1999.
During the quarter the Company closed a $14 million re-development loan on
Sutton Plaza in Mt. Olive, New Jersey. The initial funding of $4.9 million was
used to pay-down the Company's credit facilities. The Company also extended the
maturity of its $120 million credit facility with Wells Fargo to September 2001.
DEVELOPMENT, EXPANSIONS AND ACQUISITIONS
On October 13, 1999 the Company opened Arbor Place Mall in Douglasville,
Georgia, (west Atlanta). This 1,035,000-square-foot regional mall includes
Dillard's, Parisian and Sears and big-box retailers such as Border's Books, Bed
Bath & Beyond and Old Navy. The Company developed and in July 1999 sold a Regal
Cinema in Jacksonville, Florida, an 83,000-square-foot free-standing building,
which will open in November 1999.
The Company also has under construction Chesterfield Crossing in Richmond,
Virginia, a 441,000-square-foot community center, Coastal Way Shopping Center in
Spring Hill, Florida, a 233,000-square-foot community center a
28,000-square-foot expansion of Sutton Plaza in Mt. Olive, New Jersey and a
171,000 square foot expansion to Asheville Mall in Asheville, North Carolina.
Subsequent to the end of the quarter in October 1999, the Company began
construction on The Lakes Mall in Muskegon, Michigan, a 610,000-square-foot
regional mall and Gunbarrel Pointe in Chattanooga, Tennessee, a
282,000-square-foot associated center. The Company currently has under
development The Mall of South Carolina in Myrtle Beach, South Carolina, a
1,095,000-square-foot regional mall and Parkway Place in Huntsville, Alabama, an
822,000-square-foot redevelopment that was acquired in December 1998. Both of
these mall projects depend on the Company's ability to obtain tax increment
financing and other governmental approvals.
In July 1999, the Company opened a new Sears department store as an
addition to Lakeshore Mall in Sebring, Florida and, in August 1999, the balance
of phase I of Sand Lake Corners in Orlando, Florida, a 594,000-square-foot
community center. A 38,000-square-foot second phase of Sand Lake Corners will
open in June 2000. In August 1999, the Company opened The Landing at Arbor
Place in Douglasville, Georgia, a 165,000-square-foot associated center adjacent
to Arbor Place Mall.
-17-
<PAGE>
The Company has entered into standby purchase agreements with third-party
developers (the "Developers") for the construction, development and potential
ownership of community centers in Georgia and Texas (the "Co-Development
Projects"). The Developers have utilized these standby purchase agreements to
assist in obtaining financing to fund the construction of the Co-Development
Projects. The standby purchase agreements, which expire in 1999 and 2000,
provide for certain requirements or contingencies to occur before the Company
becomes obligated to fund its equity contribution or purchase the Co-Development
Project. These requirements or contingencies include certain completion
requirements, rental levels, the inability of the Developers to obtain adequate
permanent financing and the inability to sell the Co-Development Project. In
return for its commitment to purchase a Co-Development Project pursuant to a
standby purchase agreement, the Company receives a fee as well as a
participation interest in either the cash flow or gains from sale on each
Co-Development Project. The outstanding amount on standby purchase agreements
was $66.2 million at September 30, 1999. In August 1999 the Company was released
from a commitment of $43.1 million and the Company received a $3.1 million fee
for this release.
The Company has entered into a number of option agreements for the
development of future regional malls and community centers. Except for these
projects and as further described below, the Company currently has no other
material capital commitments.
It is management's expectation that the Company will continue to have
access to the capital resources necessary to expand and develop its business.
Future development and acquisition activities will be undertaken by the Company
as suitable opportunities arise. Such activities are not expected to be
undertaken unless adequate sources of financing are available and a satisfactory
budget with targeted returns on investment has been internally approved.
The Company will fund its major development, expansion and acquisition
activities with its traditional sources of construction and permanent debt
financing as well as from other debt and equity financings, including public
financings, and its credit facilities in a manner consistent with its intention
to operate with a conservative debt to total market capitalization ratio.
OTHER CAPITAL EXPENDITURES
Management prepares an annual capital expenditure budget for each property
which is intended to provide for all necessary recurring and non-recurring
capital improvements. Management believes that its annual operating reserve for
maintenance and recurring capital improvements and reimbursements from tenants
will provide the necessary funding for such requirements. The Company intends to
distribute approximately 60% - 90% of its funds from operations with the
remaining 10% - 40% to be held as a reserve for capital expenditures and
continued growth opportunities. The Company believes that this reserve will be
sufficient to cover (I) tenant finish costs associated with the renewal or
replacement of current tenant leases as their leases expire and (II) capital
expenditures which will not be reimbursed by tenants.
Major tenant finish costs for currently vacant space are expected to be
funded with working capital, operating reserves, or the revolving lines of
credit, and a return on the funds so invested is expected to be earned.
-18-
<PAGE>
For the first nine months of 1999, revenue generating capital expenditures
or tenant allowances for improvements were $8.0 million. These capital
expenditures generate increased rents from these tenants over the term of their
leases. Revenue neutral capital expenditures, which are recovered from the
tenants, were $7.2 million for the first nine months of 1999. Revenue enhancing
capital expenditures, or remodeling and renovation costs, were $8.7 million for
the nine months ended September 30, 1999.
The Company believes that the Properties are in compliance in all material
respects with all federal, state and local ordinances and regulations regarding
the handling, discharge and emission of hazardous or toxic substances. However,
certain environmental conditions are being evaluated at Parkway Place in
Huntsville, Alabama. There appears to be a high potential for adverse
environmental conditions, specifically Total Petroleum Hydrocarbons, in the
vicinity of an auto service center which had underground storage tanks. The
Company ordered additional engineering studies and as part of the redevelopment
will correct the environmental conditions at the site. The Company has not been
notified by any governmental authority, and is not otherwise aware, of any
material noncompliance, liability or claim relating to hazardous or toxic
substances in connection with any of its present or former properties. The
Company has not recorded in its financial statements any material liability in
connection with environmental matters.
CASH FLOWS
Cash flows provided by operating activities for the first nine months of
1999, increased by $18.7 million, or 31.4%, to $78.1 million from $59.4 million
in 1998. This increase was primarily due to the fourteen centers opened or
acquired over the last twenty-one months and improved operations in the existing
centers. Cash flows used in investing activities for the first nine months of
1999 decreased by $354.7 million, to $176.0 million compared to $530.7 million
in 1998. This decrease was due primarily to a decrease in acquisitions of $68.5
million as compared to the $501.2 million of acquisitions in 1998. Cash flows
provided by financing activities for the first nine months of 1999 decreased by
$376.3 million, to $98.6 million compared to $474.9 million in 1998 primarily
due to decreased borrowings related to the development and acquisition program.
IMPACT OF INFLATION
In the last three years, inflation has not had a significant impact on the
Company because of the relatively low inflation rate. Substantially all tenant
leases do, however, contain provisions designed to protect the Company from the
impact of inflation. Such provisions include clauses enabling the Company to
receive percentage rentals based on tenant's gross sales, which generally
increase as prices rise, and/or escalation clauses, which generally increase
rental rates during the terms of the leases. In addition, many of the leases are
for terms of less than ten years which may enable the Company to replace
existing leases with new leases at higher base and/or percentage rentals if
rents of the existing leases are below the then- existing market rate. Most of
the leases require the tenants to pay their share of operating expenses,
including common area maintenance, real estate taxes and insurance, thereby
reducing the Company's exposure to increases in costs and operating expenses
resulting from inflation.
-19-
<PAGE>
YEAR 2000
The Year 2000 problem results from the use of a two digit year date instead
of a four digit date in the programs that operate computers, information
processing technology and systems and other devices (i.e. non-information
processing systems such as elevators, utility monitoring systems and time clocks
that use computer chips). Systems with a Year 2000 problem have programs that
were written to assume that the first two digits for any date used in the
program would always be "19". Unless corrected, this assumption may result in
computer programs misinterpreting the date January 1, 2000 as January 1, 1900.
This could cause systems to incorrectly process critical financial and
operational information, generate erroneous information or fail altogether.
The Company's State of Readiness For Year 2000 - The Company has completed
a program to identify both its information and non-information processing
applications that are not Year 2000 compliant. As a result of this
identification program, the Company believes that its core accounting
applications and the majority of non-information processing applications are
Year 2000 compliant. Certain of its other information and non-information
processing applications were not yet Year 2000 compliant. The Company corrected
or replaced all non-compliant systems and applications including embedded
systems, by the end of 1998. The Company has completed communications with its
significant suppliers and tenants to determine the extent to which the Company
is vulnerable to the failure of such parties to correct their Year 2000
compliance issues. In addition, the Company has formed a Year 2000 Compliance
Team that includes senior personnel from the financial, leasing, accounting,
management information systems and operations management divisions of the
Company. These individuals are charged with the duty of determining the extent
of the Company's ongoing exposure and taking the appropriate action to minimize
any impact of the Year 2000 problem on the Company's operations.
Costs to Address the Company's Year 2000 Issue - The Company does not
expect to incur any significant costs to ensure the Year 2000 compliance of all
information processing systems and non-information processing systems including
embedded systems.
Risks Relating to The Year 2000 Issue And Contingency Plans - Although the
Company is not currently aware of any specific significant Year 2000 problems
involving third party vendors or suppliers, the Company believes that its most
significant potential risk relating to the Year 2000 issue is in regard to such
third parties. For example, the Company believes there could be failure in the
information systems of certain service providers that the Company relies upon
for electrical, telephone and data transmission and banking services. The
Company believes that any service disruption with respect to these providers due
to a Year 2000 issue would be of a short-term nature. The Company has existing
back-up systems and procedures, developed primarily for natural disasters, that
could be utilized on a short-term basis to address any service interruptions. In
addition, with respect to tenants, a failure of their information systems could
delay the payment of rents or even impair their ability to operate. These tenant
problems are likely to be isolated and would likely not impact the operations of
any particular shopping center or the Company as a whole. While it is not
possible at this time to determine the likely impact of any of these potential
problems, the Company will continue to evaluate these areas and develop
additional contingency plans, as appropriate. Therefore, although the Company
believes that its Year 2000 issues have been addressed and that suitable
remediation and/or contingency procedures will be in place by December 31, 1999,
there can be no assurance that Year 2000 issues will not have a material adverse
effect on the Company's results of operations or financial condition.
-20-
<PAGE>
FUNDS FROM OPERATIONS
Management believes that Funds from Operations ("FFO") provides an
additional indicator of the financial performance of the Properties. FFO is
defined by the Company as net income (loss) before depreciation of real estate
assets, other non-cash items (including the write-off of development projects
not being pursued) gains or losses on sales of real estate and gains or losses
on investments in marketable securities. FFO also includes the Company's share
of FFO in unconsolidated properties and excludes minority interests' share of
FFO in consolidated properties other than the Operating Partnership. The Company
computes FFO in accordance with the National Association of Real Estate
Investments Trusts ("NAREIT") recommendation concerning finance costs and
non-real estate depreciation. Beginning with the first quarter of 1998 the
Company included straight line rent in its FFO calculation. The Company excludes
gains or losses on outparcel sales, even though NAREIT permits their inclusion
when calculating FFO. Gains or losses on outparcel sales would have added $0.9
million in the third quarter of 1999 as compared to $0.4 million in 1998 and in
the nine months ended September 30, 1999 would have added $9.5 million compared
to $2.9 million in 1998.
The use of FFO as an indicator of financial performance is influenced not
only by the operations of the Properties, but also by the capital structure of
the Operating Partnership and the Company. Accordingly, management expects that
FFO will be one of the significant factors considered by the Board of Directors
in determining the amount of cash distributions the Operating Partnership will
make to its partners (including the REIT). FFO does not represent cash flow from
operations as defined by GAAP and is not necessarily indicative of cash
available to fund all cash flow needs and should not be considered as an
alternative to net income(loss) for purposes of evaluating the Company's
operating performance or to cash flow as a measure of liquidity.
For the three months ended September 30, 1999, excluding the $3.1 million
fee earned in the co-development program, FFO increased by $4.7 million, or
20.4%, to $28.0 million as compared to $23.2 million for the same period in
1998. For the nine months ended September 30, 1999, again excluding the $3.1
million fee earned in the co-development program, FFO increased by $15.8
million, or 23.5%, to $82.9 million as compared to $67.1 million for the same
period in 1998. The increases in FFO for both periods was primarily attributable
to the new developments opened during 1998 and in the first nine months of 1999,
the acquisitions during 1998 and 1999 and improved operations in the existing
portfolio.
-21-
<PAGE>
<TABLE>
The Company's calculation of FFO is as follows: (in thousands)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Income from operations $18,929 $12,677 $49,699 $36,829
ADD:
Depreciation & amortization from consolidated
properties 13,309 11,659 38,875 30,534
Income from operations of
unconsolidated affiliates 678 521 2,419 1,689
Depreciation & amortization from
unconsolidated affiliates 431 357 1,251 1,057
Write-off of development costs
charged to net income 82 113 970 122
SUBTRACT:
Preferred dividend (1,617) (1,617) (4,851) (1,617)
Minority investors' share of
income from operations in
nine properties (279) (101) (941) (409)
Minority investors share of
depreciation and amortization
in nine properties (250) (216) (708) (649)
Depreciation and amortization of
non-real estate assets and finance costs (218) (168) (735) (446)
------- ------- ------- -------
TOTAL FUNDS FROM OPERATIONS $31,065 $23,225 $85,979 $67,110
======= ======= ======= =======
</TABLE>
-22-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
None
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matter to a Vote of Security Holders
None
ITEM 5: Other Information
None
ITEM 6: Exhibits and Reports on Form 8-K
A. Exhibits
27 Financial Data Schedule
B. Reports on Form 8-K
The following items were reported:
The outline from the Company's October 27, 1999
conference call with analysts and investors regarding
earnings (Item 5) was filed on October 27, 1999.
-23-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
/s/ John N. Foy
---------------------------
John N. Foy
Vice Chairman of the Board, Chief Financial Officer and
Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: November 15, 1999
-24-
<PAGE>
EXHIBIT INDEX
Exhibit
No.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at September 30, 1999 (unaudited) and the
Consolidated Statement of Operations for the nine months ended
September 30, 1999 (unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,542
<SECURITIES> 0
<RECEIVABLES> 22,883
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 19,270
<PP&E> 2,159,410
<DEPRECIATION> 211,009
<TOTAL-ASSETS> 2,006,600
<CURRENT-LIABILITIES> 49,501
<BONDS> 0
0
29
<COMMON> 247
<OTHER-SE> 455,296
<TOTAL-LIABILITY-AND-EQUITY> 2,006,600
<SALES> 0
<TOTAL-REVENUES> 230,461
<CGS> 0
<TOTAL-COSTS> 69,461
<OTHER-EXPENSES> 51,160
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 60,141
<INCOME-PRETAX> 42,499
<INCOME-TAX> 0
<INCOME-CONTINUING> 42,499
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,499
<EPS-BASIC> 1.53
<EPS-DILUTED> 1.51
<FN>
<F1>Receivables are stated net of allowances.
</FN>
</TABLE>
