Securities Exchange Act of 1934 -- Form10-Q
===================================================================
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 June 30, 2000
-----------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended to
------------- -------------
Commission File Number 1-12494
-------------------------------------
CBL & Associates Properties, Inc.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 62-1545718
------------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Park Place, 6148 Lee Highway, Chattanooga, TN 37421
-------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)(423) 855-0001
-------------
-----------------------------------------------------------------
(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 August 8, 2000 : Common Stock, par value $.01 per share, 24,995,832
shares.
<PAGE>
CBL & Associates Properties, Inc.
INDEX
PART I FINANCIAL INFORMATION PAGE NUMBER
-----------
ITEM 1: FINANCIAL INFORMATION 3
CONSOLIDATED BALANCE SHEETS - AS OF JUNE 30, 4
2000 AND DECEMBER 31, 1999
CONSOLIDATED STATEMENTS OF OPERATIONS - FOR 5
THE THREE MONTHS ENDED JUNE 30, 2000 AND
1999 AND FOR THE SIX MONTHS ENDED JUNE 30,
2000 AND 1999
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR 6
THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
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 22
ITEM 2: CHANGES IN SECURITIES 22
ITEM 3: DEFAULTS UPON SENIOR SECURITIES 22
ITEM 4: SUBMISSION OF MATTERS TO HAVE A 22
VOTE OF SECURITY HOLDERS
ITEM 5: OTHER INFORMATION 22
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 22
SIGNATURE 23
<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 June 30, 2000 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, 1999 audited financial
statements and notes thereto included in the CBL & Associates Properties, Inc.
Form 10-K for the year ended December 31, 1999.
<PAGE>
<TABLE>
CBL & Associates Properties, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
(UNAUDITED)
<CAPTION>
June 30, December 31,
2000 1999
--------- ---------
<S> <C> <C>
ASSETS
Real estate assets:
Land $283,334 $284,881
Buildings and improvements 1,847,903 1,834,020
--------- ---------
2,131,237 2,118,901
Less: Accumulated depreciation (249,064) (223,548)
--------- ---------
1,882,173 1,895,353
Developments in progress 108,192 65,201
--------- ---------
Net investment in real estate assets 1,990,365 1,960,554
Cash and cash equivalents 9,167 7,074
Cash in escrow 14,543 --
Receivables:
Tenant 23,538 21,558
Other 2,156 1,535
Mortgage notes receivable 9,722 9,385
Other assets 18,108 18,732
--------- ---------
$2,067,599 $2,018,838
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage and other notes payable $1,389,560 $1,360,753
Accounts payable and accrued liabilities 54,792 64,236
--------- ---------
Total liabilities 1,444,352 1,424,989
--------- ---------
Distributions and losses in excess of investment
in unconsolidated affiliates 2,620 3,212
--------- ---------
Minority interest 179,171 170,750
--------- ---------
Commitments and contingencies (Note 2)
Shareholders' Equity:
Preferred stock, $.01 par value, 5,000,000 shares
authorized, 2,875,000 outstanding in 2000 and 1999 29 29
Common stock, $.01 par value, 95,000,000 shares
authorized, 24,975,332 and 24,755,793 shares
issued and outstanding in 2000 and 1999, respectively 250 248
Additional paid - in capital 460,387 455,875
Accumulated deficit (19,210) (36,265)
--------- ---------
Total shareholders' equity 441,456 419,887
--------- ---------
$2,067,599 $2,018,838
========== ==========
The accompanying notes are an integral part of these balance sheets.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CBL & Associates Properties, Inc.
Consolidated Statements Of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------- ------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rentals:
Minimum $56,375 $48,690 $111,676 $ 96,552
Percentage 1,080 1,670 5,931 4,902
Other 648 594 1,929 1,408
Tenant reimbursements 26,048 20,981 50,758 41,655
Management, development and leasing fees 1,402 969 2,028 2,009
Interest and other 1,304 1,287 2,544 2,213
------- ------- -------- --------
Total revenues 86,857 74,191 174,866 148,739
------- ------- -------- --------
EXPENSES:
Property operating 13,238 11,682 26,929 23,165
Depreciation and amortization 15,159 12,890 29,764 25,566
Real estate taxes 7,767 6,332 14,872 13,287
Maintenance and repairs 4,786 4,208 9,908 8,270
General and administrative 4,184 3,531 9,090 7,357
Interest 23,504 19,665 47,090 39,436
Other 4 146 31 888
------- ------- -------- --------
Total expenses 68,642 58,454 137,684 117,969
------- ------- -------- --------
Income from operations 18,215 15,737 37,182 30,770
Gain on sales of real estate assets 5,759 3,767 9,330 8,568
Equity in earnings of unconsolidated affiliates 896 806 1,651 1,741
Minority interest in earnings:
Operating partnership (7,412) (5,457) (14,358) (12,115)
Shopping center properties (346) (297) (726) (662)
------- ------- -------- --------
Income before extraordinary item 17,112 14,556 33,079 28,302
------- ------- -------- --------
Extraordinary loss on extinguishment
of debt (137) -- (137) --
------- ------- -------- --------
Net income 16,975 14,556 32,942 28,302
------- ------- -------- --------
Preferred dividends (1,617) (1,617) (3,234) (3,234)
------- ------- -------- --------
Net income available to common shareholders $15,358 12,939 29,708 25,068
======= ======= ======== ========
Basic per share data:
Income before extraordinary item $ 0.62 $ 0.53 $ 1.20 $ 1.02
======= ======= ======== ========
Net income $ 0.62 $ 0.53 $ 1.20 $ 1.02
======= ======= ======== ========
Weighted average common shares outstanding 24,827 24,629 24,790 24,602
Diluted per share data:
Income before extraordinary item $ 0.62 $ 0.52 $ 1.20 $ 1.01
======= ======= ======== ========
Net income $ 0.61 $ 0.52 $ 1.19 $ 1.01
======= ======= ======== ========
Weighted average common and
potential dilutive common shares
outstanding 24,995 24,871 24,905 24,835
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
CBL & Associates Properties, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months
Ended June 30,
----------------------
2000 1999
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $32,942 $28,302
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest in earnings 15,084 12,777
Depreciation 23,428 21,203
Amortization 6,925 4,997
Gain on sales of real estate assets (9,330) (8,568)
Equity in earnings of unconsolidated affiliates (1,651) (1,741)
Distributions from unconsolidated affiliates 3,645 8,595
Issuance of stock under incentive plan 689 36
Amortization of deferred compensation -- 249
Write-off of development projects 31 888
Distributions to minority investors (12,653) (11,276)
Changes in assets and liabilities -
Tenant and other receivables (1,550) 1,539
Other assets (549) (2,641)
Accounts payable and accrued liabilities 2,581 (1,606)
------- -------
Net cash provided by operating activities 59,592 52,754
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction of real estate assets and land acquisition (66,348) (76,717)
Acquisition of real estate assets (11,100) --
Capitalized interest (2,843) (3,083)
Other capital expenditures (5,947) (8,610)
Deposits in escrow (14,543) --
Proceeds from sales of real estate assets 42,173 14,249
Additions to mortgage notes receivable (1,354) (1,360)
Payments received on mortgage notes receivable 998 834
Advances and investments in unconsolidated affiliates (2,533) (2,846)
------- -------
Net cash used in investing activities (61,497) (77,533)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other notes payable 54,143 126,463
Principal payments on mortgage and other notes payable (25,336) (74,067)
Additions to deferred financing costs (681) (779)
Proceeds from issuance of common stock 816 769
Proceeds from exercise of stock options 3,010 1,446
Dividends paid (27,954) (26,669)
------- -------
Net cash provided by financing activities 3,998 27,163
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS 2,093 2,384
CASH AND CASH EQUIVALENTS, beginning of period 7,074 5,827
------- -------
CASH AND CASH EQUIVALENTS, end of period $9,167 $8,211
======= =======
Cash paid for interest, net of amounts capitalized $48,879 $39,117
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
CBL & Associates Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 - Unconsolidated Affiliates
At June 30, 2000, 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
Six Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2000 1999 2000 1999
------- ------- ------ ------
<S> <C> <C> <C> <C>
Revenues $13,874 $13,638 $6,834 $6,718
------- ------- ------ ------
Depreciation and amortization 1,864 1,587 909 779
Interest expense 4,189 4,213 2,062 2,074
Other operating expenses 4,476 4,293 2,212 2,124
------- ------- ------ ------
Net income $3,345 $3,545 $1,651 $1,741
======= ======= ====== ======
</TABLE>
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 $59.4
million is available at June 30, 2000. Outstanding amounts under the credit
facilities bear interest at a weighted average interest rate of 7.51% at June
30, 2000. The Company's variable rate debt as of June 30, 2000 was $636.8
million with a weighted average interest rate of 7.25% as compared to 6.40% as
of June 30, 1999. Through the execution of interest rate swap agreements, the
Company has fixed the interest rates on $443 million of variable rate debt on
operating properties at a weighted average interest rate of 7.10%. There were no
fees charged to the Company related to these swap agreements. Of the Company's
remaining variable rate debt of $193.8 million, interest rate caps in place on
$50 million and a permanent loan commitment of $74.5 million leaves $69.3
million of debt subject to variable rates. The Company's variable rate debt is
limited to construction properties with no debt subject to variable rates on
operating properties. The Company's swap agreements in place at June 30, 2000
are as follows:
<TABLE>
<CAPTION>
Swap Amount Fixed LIBOR
(in millions) Component Effective Date Expiration Date
----------------- ------------- -------------- ---------------
<S> <C> <C> <C>
$50 5.98% 11/04/1999 11/04/2000
50 5.98% 11/04/1999 11/06/2000
100 6.41% 01/27/2000 01/27/2001
75 6.61% 02/24/2000 02/24/2001
50 5.70% 06/15/1998 06/15/2001
38 5.73% 06/26/1998 06/26/2001
80 5.49% 09/01/1998 09/01/2001
</TABLE>
At June 30, 2000, the Company had an interest rate cap of 6.5% on $50
million of 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 June 30, 2000 Malls Centers Centers All Other Total
--------------------------------------- --------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues $63,471 $3,665 $17,257 $2,464 $86,857
Property operating expenses (1) (21,588) (614) (3,831) 242 (25,791)
Interest expense (18,198) (802) (3,267) (1,237) (23,504)
Gain on sales of real estate assets (257) - 3,821 2,195 5,759
--------- ---------- --------- --------- --------
Segment profit and loss $23,428 $2,249 $13,980 $3,664 43,321
========= ========== ========= =========
Depreciation and amortization (15,159)
General and administrative and other (4,188)
Equity in earnings and minority
interest adjustment (6,862)
--------
Net income $17,112
========
Capital expenditures (2) $17,666 $1,081 $17,192 $(2,007) $33,932
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Associated Community
Three Months Ended June 30, 1999 Malls Centers Centers All Other Total
--------------------------------------- --------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues $54,403 $3,009 $14,594 $2,185 $74,191
Property operating expenses (1) (19,305) (484) (2,558) 125 (22,222)
Interest expense (14,970) (647) (3,032) (1,016) (19,665)
Gain on sales of real estate assets - - - 3,767 3,767
--------- ---------- --------- --------- --------
Segment profit and loss $20,128 $1,878 $9,004 $5,061 36,071
========= ========== ========= =========
Depreciation and amortization (12,890)
General and administrative and other (3,677)
Equity in earnings and minority
interest adjustment (4,948)
--------
Net income $14,556
========
Capital expenditures (2) $7,875 $535 $6,568 $34,541 $49,519
</TABLE>
<TABLE>
<CAPTION>
Associated Community
Six Months Ended June 30, 2000 Malls Centers Centers All Other Total
--------------------------------------- --------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues $130,576 $7,132 $33,288 $3,870 $174,866
Property operating expenses (1) (44,060) (1,206) (7,063) 620 (51,709)
Interest expense (36,408) (1,641) (6,607) (2,434) (47,090)
Gain on sales of real estate assets (283) - 6,692 2,921 9,330
--------- ---------- --------- --------- --------
Segment profit and loss $49,825 $4,285 $26,310 $4,977 85,397
========= ========== ========= =========
Depreciation and amortization (29,764)
General and administrative and other (9,121)
Equity in earnings and minority
interest adjustment (13,433)
--------
Net income $33,079
========
Total assets (2) $1,411,183 $104,226 $444,973 $107,217 $2,067,599
Capital expenditures (2) $32,167 $2,444 $20,579 $25,445 $80,635
</TABLE>
<TABLE>
<CAPTION>
Associated Community
Six Months Ended June 30, 1999 Malls Centers Centers All Other Total
--------------------------------------- --------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues $110,015 $5,914 $28,631 $4,179 $148,739
Property operating expenses (1) (38,587) (963) (3,046) (2,126) (44,722)
Interest expense (29,548) (1,274) (5,813) (2,801) (39,436)
Gain on sales of real estate assets 381 - 404 7,783 8,568
--------- ---------- --------- --------- --------
Segment profit and loss $42,261 $3,677 $20,176 $7,035 73,149
========= ========== ========= =========
Depreciation and amortization (25,566)
General and administrative and other (8,245)
Equity in earnings and minority
interest adjustment (11,036)
--------
Net income $28,302
========
Total assets (2) $1,241,259 $82,462 $427,554 $164,793 $1,916,068
Capital expenditures (2) $11,776 $2,209 $9,497 $64,928 $88,410
<FN>
(1) Property operating expenses includes property operating expenses, real
estate taxes, and maintenance and repairs.
(2) Developments in progress are included in the "All Other" category.
</FN>
</TABLE>
<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 June 30, 2000, the operations of a portfolio of properties
consisting of twenty-six regional malls, fourteen associated centers,
seventy-six community centers, an office building, joint venture investments in
four regional malls and one associated center, and income from seven mortgages
(the "Properties"). The Operating Partnership also has one mall, one associated
center, three community centers, two expansions and one mall in a joint venture
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, the recently opened Arbor Place Mall in Atlanta (Douglasville),
Georgia, Bonita Lakes Mall in Meridian, Mississippi 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.
During the second quarter the Company sold a total of five community
centers with aggregate sales proceeds of $13.0 million, which were placed in
escrow in anticipation of a like-kind exchange of properties under section 1031
of the Internal Revenue Code of 1986 as amended. Subsequent to the end of the
quarter the Company paid down its credit facilities with $7.2 million of these
proceeds.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
The State of Tennessee enacted legislation in 1999 that would extend
franchise and excise taxes to limited liability entities generally for tax years
beginning on or after July 1, 1999. In June 2000 the State of Tennessee amended
that legislation to allow a deduction for dividends paid by real estate
investment trusts. The final effect of this new legislation on the Company's
operations in Tennessee is currently estimated to be approximately $0.9 million.
RESULTS OF OPERATIONS
Operational highlights for the three months and six months ended June
30, 2000 as compared to June 30, 1999 are as follows:
SALES
Mall shop sales, for those tenants who have reported, in the
twenty-five Stabilized Malls in the Company's portfolio increased by
1.8% on a comparable per square foot basis.
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Sales per square foot $123.09 $120.90
</TABLE>
Total sales volume in the mall portfolio, including New Malls,
increased 4.2% to $728.2 million for the six months ended June 30, 2000
from $698.8 million for the six months ended June 30, 1999.
Occupancy costs as a percentage of sales for the rolling twelve months
ended June 30, 2000 and 1999 for the Stabilized Malls were 11.8% and
11.7%, respectively. Occupancy costs were 11.5%, 11.1% and 11.2% for
the years ended December 31, 1999, 1998, and 1997, 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 June 30,
--------------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Stabilized malls 92.5% 92.0%
New malls 84.5 82.8
Associated centers 91.9 91.7
Community centers 98.2 96.6
------------ ------------
Total Portfolio 94.3% 93.5%
============ ============
</TABLE>
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 89.2%
and total portfolio occupancy would have been 94.8%.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
AVERAGE BASE RENT
Average base rents for the Company's three portfolio categories were as
follows:
<TABLE>
<CAPTION>
At June 30,
------------------------
2000 1999
------ ------
<S> <C> <C>
Malls $20.62 $19.95
Associated centers 9.81 9.61
Community centers 8.77 8.10
</TABLE>
LEASE ROLLOVERS
On spaces previously occupied, the Company achieved the following
results from rollover leasing for the six months ended June 30, 2000
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 $23.84 $25.84 8.4%
Associated centers 12.00 14.00 16.7%
Community centers 9.55 10.07 5.4%
<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>
</TABLE>
For the six months ended June 30, 2000, malls represented 76.3% of
total revenues from all properties; revenues from associated centers represented
3.7%; revenues from community centers represented 17.9%; and revenues from
mortgages and the office building represented 2.1%. 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.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 TO
THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999
Total revenues for the three months ended June 30, 2000 increased by
$12.7 million, or 17.1%, to $86.9 million as compared to $74.2 million in 1999.
Minimum rents increased by $7.7 million, or 15.8%, to $56.4 million as compared
to $48.7 million in 1999, and tenant reimbursements increased by $5.1 million,
or 24.1%, to $26.0 million in 2000 as compared to $21.0 million in 1999.
Percentage rents decreased by $0.6 million, or 35.3%, to $1.1 million as
compared to $1.7 million in 1999.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
Management, leasing and development fees increased by $0.4 million, or
44.7%, to $1.4 million as compared to $1.0 million in 1999. This increase is
primarily due to increases in fees earned on a joint venture development
project and increases in management fees.
Approximately $6.9 million of the increase in revenues resulted from
operations at the five new centers opened or acquired during the past eighteen
months. These centers consist of:
<TABLE>
<CAPTION>
Opening/
Project Name Location Total GLA Type of Addition Acquisition Date
-------------------------- ------------------------------- --------- ---------------- -----------------
<S> <C> <C> <C> <C>
Arbor Place Mall Atlanta (Douglasville), Georgia 1,035,000 New Development October 1999
The Landing @ Arbor Place Atlanta (Douglasville), Georgia 163,000 New Development July 1999
Sand Lake Corners Orlando, Florida 559,000 New Development July 1999
York Galleria York, Pennsylvania 767,000 Acquisition July 1999
Marketplace at
Flower Mound Dallas (Flower Mound), Texas 119,000 Acquisition March 2000
</TABLE>
Approximately $5.8 million of the increase in revenues resulted from
improved operations and occupancies in the existing centers. The majority of
these increases were generated at Cortlandt Towne Center in Cortlandt, New York
and Rivergate Mall in Nashville, Tennessee.
Property operating expenses, including real estate taxes and
maintenance and repairs increased in the second quarter of 2000 by $3.6 million
or 16.1% to $25.8 million as compared to $22.2 million in the second quarter of
1999. This increase is primarily the result of the addition of the five new
centers referred to above.
Depreciation and amortization increased in the second quarter of 2000
by $2.3 million or 17.6% to $15.2 million as compared to $12.9 million in the
second quarter of 1999. This increase is primarily due to the addition of the
five new centers referred to above.
Interest expense increased in the second quarter of 2000 by $3.8
million, or 19.5% to $23.5 million as compared to $19.7 million in 1999. This
increase is primarily due to the additional interest on the five centers added
during the last eighteen months referred to above.
The gain on sales of real estate assets increased in the second quarter
of 2000 by $2.0 million, to $5.8 million as compared to $3.8 million in 1999.
The majority of gain on sales of $3.8 million in the second quarter of 2000
resulted from the sales of five completed centers. The balance of the gains on
sales were from outparcel sales the majority of which occurred at Sand Lake
Corners in Orlando, Florida Gunbarrel Pointe in Chattanooga,
Tennessee.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
Equity in earnings of unconsolidated affiliates increased in the second
quarter of 2000 by $0.1 million to $0.9 million from $0.8 million in the second
quarter of 1999 primarily due to increases in property operations.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 TO
THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999
Total revenues for the six months ended June 30, 2000 increased by
$26.1 million, or 17.6%, to $174.9 million as compared to $148.7 million in
1999. Of this increase, minimum rents increased by $15.1 million, or 15.7%, to
$111.7 million as compared to $96.6 million in 1999, and tenant reimbursements
increased by $9.1 million, or 21.9%, to $50.8 million in 2000 as compared to
$41.7 million in 1999.
Improved occupancies and operations and increased rents in the Company's
operating portfolio generated $11.3 million of increased revenues. The majority
of these increases were generated at Cortlandt Towne Center in Cortlandt, New
York and Burnsville Center in Burnsville, Minnesota. New revenues of $14.8
million resulted from operations at the five new centers opened or acquired
during the past eighteen months. These centers are as follows:
<PAGE>
<TABLE>
<CAPTION>
Opening/
Project Name Location Total GLA Type of Addition Acquisition Date
-------------------------- ------------------------------- --------- ---------------- -----------------
<S> <C> <C> <C> <C>
Arbor Place Mall Atlanta (Douglasville), Georgia 1,035,000 New Development October 1999
The Landing @ Arbor Place Atlanta (Douglasville), Georgia 163,000 New Development July 1999
Sand Lake Corners Orlando, Florida 559,000 New Development July 1999
York Galleria York, Pennsylvania 767,000 Acquisition July 1999
Marketplace at
Flower Mound Dallas (Flower Mound), Texas 119,000 Acquisition March 2000
</TABLE>
<PAGE>
Management, leasing and development fees were unchanged at $2.0 million in
the first six months of 2000 as compared to $2.0 million in 1999. Fees from the
Company's development activities in 2000 replaced the fees earned in the
Company's co-development program in 1999.
Property operating expenses, including real estate taxes and
maintenance and repairs, increased in the first six months of 2000 by $7.0
million, or 15.6%, to $51.7 million as compared to $44.7 million in 1999. This
increase is primarily the result of the addition of the five new centers
referred to above.
Depreciation and amortization increased in the first six months of 2000
by $4.2 million, or 16.4%, to $29.8 million as compared to $25.6 million in
1999. This increase is primarily the result of the addition of the five new
centers referred to above.
Interest expense increased in the first six months of 2000 by $7.7
million, or 19.4%, to $47.1 million as compared to $39.4 million in 1999. This
increase is primarily the result of interest on debt related to the addition of
the five new centers referred to above.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
The gain on sales of real estate assets increased for the six months ended
June 30, 2000 by $0.8 million to $9.3 million as compared to $8.6 million in
1999. The majority of gain on sales of $6.5 million in the first six months of
2000 resulted from the sales of seven completed centers. The balance of the
gains on sales were from outparcel sales the majority of which occurred at Sand
Lake Corners in Orlando, Florida Gunbarrel Pointe in Chattanooga, Tennessee.Gain
on sales in the first six months of 1999 was in connection with outparcel sales
at Sand Lake Corners in Orlando, Florida and The Landing at Arbor Place in
Douglasville, Georgia and anchor pad sales at Chesterfield Crossing in Richmond,
Virginia.
Equity in earnings of unconsolidated affiliates decreased in the first
six months of 2000 by $0.1 million to $1.6 million from $1.7 million in the
first six months of 1999 primarily due to the commencement of development
activity and the resulting reduction in operations income at Parkway Place in
Huntsville, Alabama.
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 August 1, 2000, the Company had $95.8 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 August 1, 2000, the
Company had obtained revolving credit lines and term loans totaling $230.0
million of which $55.3 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.
During the second quarter the Company closed on a $9.9 million permanent
loan on Westgate Crossing in Spartanburg, South Carolina at an interest rate of
8.42%. The proceeds of this loan were used to pay down credit facilities. In
August 2000 the Company extended its credit facility with Wells Fargo Bank to
September 2002 and increased the credit facility by $10 million to $130 million.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
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 25.5% ownership interest in the Operating
Partnership held by the Company's current and former 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
1.9 million shares of the outstanding common stock of the Company, for a
combined total interest in the Operating Partnership of approximately 30.5%.
Ownership interests issued to fund acquisitions of properties and land in 1999
may be exchanged for approximately 2.4 million shares of common stock which
represents a 6.6% 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 37.0 million shares of common
stock with a market value of approximately $923.9 million at June 30, 2000
(based on the closing price of $25.00 per share on June 30, 2000). The
Company's total market equity is $983.2 million which includes 2.9 million
shares of preferred stock at the closing price of $20.625 per share on June 30,
2000. The Company's current and former executive and senior officers' ownership
interests had a market value of approximately $282.0 million at June 30, 2000.
Mortgage debt consists of debt on certain consolidated properties as
well as on three properties in which the Company owns a non-controlling interest
and is accounted for under the equity method of accounting. At June 30, 2000,
the Company's share of funded mortgage debt on its consolidated properties
adjusted for minority investors' interests in nine properties was $1.368 billion
and its pro rata share of mortgage debt on unconsolidated properties (accounted
for under the equity method) was $45.0 million for total debt obligations of
$1.413 billion with a weighted average interest rate of 7.34%.
The Company's total conventional fixed rate debt as of June 30, 2000
was $776.3 million with a weighted average interest rate of 7.41% as compared to
7.41% as of June 30, 1999.
The Company's variable rate debt as of June 30, 2000 was $636.8 million
with a weighted average interest rate of 7.25% as compared to 6.39% as of June
30, 1999. Through the execution of swap agreements, the Company has fixed the
interest rates on $443 million of debt on operating properties at a weighted
average interest rate of 7.1%. Of the Company's remaining variable rate debt of
$193.8 million, an interest rate cap in place of $50.0 million and a permanent
loan commitment of $74.5 million leaves only $69.3 million of debt subject to
variable rates. Interest on this $69.3 million of variable rate debt is
capitalized to projects currently under construction leaving no variable rate
debt exposure on operating properties as of June 30, 2000. There were no fees
charged to the Company related to its swap agreements. The Company's swap and
cap agreements in place at June 30, 2000 are as follows:
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
<TABLE>
<CAPTION>
Swap /Cap Amount Fixed LIBOR
(in millions) Component Effective Date Expiration Date
---------------- --------------------- -------------- ---------------
<S> <C> <C> <C>
$50 5.98% 11/04/1999 11/04/2000
50 5.98% 11/04/1999 11/06/2000
100 6.41% 01/27/2000 01/27/2001
75 6.61% 02/24/2000 02/24/2001
50 5.70% 06/15/1998 06/15/2001
38 5.73% 06/26/1998 06/26/2001
80 5.49% 09/01/1998 09/01/2001
cap 50 6.50% 09/27/1999 09/01/2001
</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 59.0% at June 30, 2000.
<PAGE>
DEVELOPMENT, EXPANSIONS AND ACQUISITIONS
In February 2000 the Company opened an expansion of Sutton Plaza in Mt.
Olive, New Jersey occupied by A & P and in March 2000 an 8,000-square-foot
expansion at Bonita Lakes Crossing in Meridian, Mississippi occupied by Cellular
South and in June 2000 an addition of 38,000-square-feet at Sand Lake Corners in
Orlando, Florida, occupied by Staples and small shops.
Development projects under construction and scheduled to open during 2000
are: Coastal Way Shopping Center in Spring Hill, Florida a 221,000-square-foot
community center with phase I of 171,000-square-feet scheduled to open August
2000 and which is anchored by Sears and Belk; Chesterfield Crossing in Richmond,
Virginia, a 434,000-square-foot power center opening in phases, Home Depot and
Wal*Mart are already open and the shops will open beginning in October 2000;
Gunbarrel Pointe in Chattanooga, Tennessee a 282,000-square-foot associated
center anchored by Target, Goodys and Kohl's and scheduled to open in phases
beginning in October 2000; an expansion to Asheville Mall in Asheville, North
Carolina of 160,000-square feet of which 85,000-square-feet are retail shops and
a food court and is expected to open November 2000; an expansion to Meridian
Mall in Lansing, Michigan of 178,000-square-feet opening in phases in the Fall
of 2000 and 2001. The Company also has under construction for a 2001 opening:
The Lakes Mall in Muskegon, Michigan a 553,000-square foot mall anchored by
Sears, Yonkers and JCPenney and scheduled to open in August 2001 ; Creekwood
Crossing in Bradenton, Florida a 404,000-square-foot community center anchored
by Lowe's, Bealls and K-Mart and scheduled to open in April 2001. In June 2000
construction began on the joint venture redevelopment of Parkway Place in
Huntsville, Alabama containing 639,000-square feet. The anchors are Dillard's
and Parisian with the full redevelopment scheduled to reopen in the fall of
2002. The Company also has under development The Mall of South Carolina in
Myrtle Beach, South Carolina, a 1,095,000-square-foot regional mall.
In February 2000, the Company sold University Crossing in Pueblo, Colorado
a 101,000-square-foot community center and in March 2000, the Company sold
Fiddler's Run in Morganton, North Carolina, a 203,000-square-foot community
center. The aggregate proceeds of $19.1 million were used to pay-down debt and
to fund the purchase of a co-development property. In April and May 2000 the
Company sold the following centers: Lakeshore Station in Gainesville, Georgia;
Home Quarters Warehouse in South Portland, Maine; Sparta Crossing in Sparta,
Tennessee; Genesis Square in Crossville, Tennessee and Karnes Korner in
Knoxville, Tennessee. The aggregate sales proceeds of $13.1 million, which were
placed in escrow in anticipation of a like-kind exchange of properties under
section 1031 of the Code. Subsequent to the end of the quarter the Company paid
down their credit facilities with $7.2 million of these proceeds.
The Company has entered into a standby purchase agreement with a
third-party developer (the "Developer") for the construction, development and
potential ownership of one community center in Texas (the "Co-Development
Project"). The Developer has utilized this standby purchase agreement to assist
in obtaining financing to fund the construction of the Co-Development Project.
The standby purchase agreement, which expires in 2000, provides 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 Developer 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 the standby purchase agreement is $48.1 million at June
30, 2000. In March 2000, the Company acquired The Marketplace at Flower Mound in
Dallas (Flower Mound), Texas which had been under a co-development agreement.
The $11.1 million purchase was funded from the sales proceeds mentioned earlier
and the Company's credit line.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
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 55% - 90% of its
funds from operations with the remaining 10% - 45% 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.
For the first six months of 2000, revenue generating capital expenditures
or tenant allowances for improvements were $4.4 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 $2.0 million for the first six months of 2000. There are no
revenue enhancing capital expenditures, or remodeling and renovation costs, for
the first six months of 2000.
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.
At Parkway Place (which was acquired in December 1998) approximately 350 square
feet of ground in the vicinity of a former auto service center has been
identified as being contaminated with total petroleum hydrocarbons. All of the
existing building will be demolished over time as the mall is redeveloped and
this is scheduled to be remediated during the demolition process. 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.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
CASH FLOWS
Cash flows provided by operating activities for the first six months of
2000, increased by $6.8 million, or 13.0%, to $59.6 million from $52.8 million
in 1999. This increase was primarily due to the five centers opened or acquired
over the last eighteen months and improved operations in the existing centers.
Cash flows used in investing activities for the first six months of 2000
decreased by $16.0 million, to $61.5 million compared to $77.5 million in 1999.
This decrease was due primarily to the same level of acquisition and
construction and an increase in proceeds of $31.9 million from sales of
completed properties as compared to no sales of completed centers in 1999. Cash
flows provided by financing activities for the first six months of 2000
decreased by $23.2 million, to $4.0 million compared to $27.2 million in 1999
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.
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 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. 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 1999 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 $1.9 million in the
second quarter of 2000 as compared to $3.8 million in 1999 and in the six months
ended June 30, 2000 would have added $2.8 million compared to $8.6 million in
1999.
<PAGE>
Effective January 1, 2000, NAREIT has clarified FFO to include all
operating results - recurring and non-recurring - except those results defined
as "extraordinary items" as defined under generally accepted accounting
principles ("GAAP"). The Company implemented this clarification in the first
quarter of 2000 and will no longer add back to FFO the write-off of development
costs charged to net income. In the second quarter of 2000 this amount was
$4,000 and $31,000 for the six months of 2000. Results for the quarter ended
June 30 , 1999 were restated to reflect a reduction in FFO of $146,000 and
$888,000 for the six months ended June 30, 1999.
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 June 30, 2000, FFO increased by $4.8
million, or 17.6%, to $32.3 million as compared to $27.5 million for the same
period in 1999. For the six months ended June 30, 2000, FFO increased by $10.4
million, or 19.2%, to $64.4 million as compared to $54.0 million for the same
period in 1999. The increases in FFO for both periods was primarily attributable
to improved operations in the existing, the new developments opened during 1999,
the acquisitions during 1999 and 2000.
<PAGE>
CBL & Associates Properties, Inc.
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
June 30, 2000
The Company's calculation of FFO is as follows: (in thousands)
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Income from operations $18,215 $15,737 $37,182 $30,770
ADD:
Depreciation & amortization from consolidated
properties 15,159 12,890 29,764 25,566
Income from operations of unconsolidated
affiliates 896 806 1,651 1,741
Depreciation & amortization from
unconsolidated affiliates 591 430 905 820
SUBTRACT:
Preferred dividend (1,617) (1,617) (3,234) (3,234)
Minority investors' share of income from
operations in nine properties (346) (297) (726) (662)
Minority investors share of depreciation
and amortization in nine properties (246) (226) (490) (458)
Depreciation and amortization of
non-real estate assets and finance costs (360) (265) (636) (517)
------- ------- ------- -------
TOTAL FUNDS FROM OPERATIONS $32,292 $27,458 $64,416 $54,026
======= ======= ======= =======
</TABLE>
<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 July 29, 2000 conference call
with analysts and investors regarding earnings (Item 5) was
filed on July 29, 2000.
<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: August 14, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No.
27 Financial Data Schedule
