Securities Exchange Act of 1934 -- Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
February 5, 2003
_______________________________________________________________________________
CBL & ASSOCIATES PROPERTIES, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
_______________________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2030 Hamilton Place Boulevard, Chattanooga, TN 37421
_______________________________________________________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code:
_______________________________________________________________________________
(423) 855-0001
1
CBL & ASSOCIATES PROPERTIES, INC.
Conference Call, Fourth Quarter 2002
February 5, 2003 @ 10:00 EDT
Thank you and good morning. We appreciate your participation in today's
conference call to discuss our results for the fourth quarter and the year ended
December 31, 2002. With me today are John Foy, the Company's Vice Chairman and
Chief Financial Officer, and Kelly Sargent, Director of Investor Relations who
will first read our Safe Harbor disclosure.
This conference call contains "forward-looking" statements within the
meaning of the federal securities laws. Such statements are inherently subject
to risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual results,
financial and otherwise, may differ materially from the events and results
discussed in the forward-looking statements. During our discussion today,
references made to per share are based upon a fully diluted converted share. We
direct you to the Company's various filings with the Securities and Exchange
Commission including, without limitation, the Company's Annual Report on Form
10-K and 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.
I would like to note that a transcript of today's comments including the
preliminary balance sheet and additional schedules will be filed today as a form
8-K and will be available upon request. This call is also available for replay
on the Internet through a link on our website at cblproperties.com. This
conference call is the property of CBL & Associates Properties, Inc. Any
redistribution, retransmission or rebroadcast of this call without the express
written consent of CBL is strictly prohibited.
Thank you, Kelly.
2002 proved to be a productive and successful year for the Company and for
our shareholders. Some significant accomplishments were:
1. For the third consecutive year, the Company's total return to
shareholders exceeded 30%, producing a three-year average total return
in excess of 33%.
2. We achieved FFO per share for the year of $4.34, a 10.2% increase. This
is our fifth consecutive year of double-digit FFO growth.
3. The Board of Directors increased the annual common dividend by 18% to
$2.62 per share. 4. We completed a follow-on offering of 3.3 million
common shares raising approximately $115 million. 5. The Company issued
2.0 million shares of 8.75% Series B Preferred shares raising $100
million. 6. We opened over 870,000 square feet of new developments.
7. We acquired three malls for approximately $208 million with a blended
cap rate of 9.8% on income in place. 8. We acquired the remaining
ownership interests in three malls and one associated center, for a
total purchase price of $112.9
million.
9. We closed non-recourse CMBS financings of $407 million for a ten-year
term, at a combined interest rate of 6.51%, for nine individual
properties.
I will now review the specifics of our performance and results for 2002.
DEVELOPMENTS ------------ In 2002 we opened approximately 870,000 square
feet of new developments. Our largest development was Parkway Place, a 630,000
square foot regional mall in Huntsville, AL that opened in October with great
success. Shoppers eagerly awaited the opening of the doors, and as a result,
many of the retailers achieved record sales. The grand opening week was filled
with activities for shoppers, and in November several additional stores
including Abercrombie & Fitch, abercrombie, Hollister and Express opened for the
holidays.
2
During the fourth quarter we also opened Parkdale Crossing, an associated
center located in Beaumont, TX. This was the first new development at one of the
former Jacobs malls that we acquired in 2001. We also opened expansions at
Meridian Mall, Lansing, MI; Springdale Mall, Mobile, AL; Kentucky Oaks Mall,
Paducah, KY and Bonita Lakes Crossing, Meridian, MS. We commenced construction
on Wilkes-Barre Township Marketplace, a 312,000 square-foot community center
located in Wilkes-Barre Township, PA that will be anchored by Wal-Mart. These
developments in total represent an investment of $66.4 million.
Our largest project currently under construction is the Mall of South
Carolina in Myrtle Beach, SC, a 1.5 million square foot regional mall that is a
50/50 joint venture with Burroughs and Chapin. Retailers have responded
enthusiastically to this project and 67% of the non-anchor square footage is
committed even though the mall is not scheduled to open until March 2004. Of the
300,000 square feet committed, 135,000 square feet represents new tenants to the
market, and the mall will mark Dillard's entry into the market. Myrtle Beach is
an exciting tourist destination, attracting over 13 million visitors annually.
Including the Myrtle Beach project, we currently have a total of 2.5
million square feet under construction. The projects also include one associated
center and three community centers. For projects under construction,
approximately $164.0 million has been committed of which $59.7 million has been
invested as of December 31, 2002. Construction loans or credit facilities are in
place for the remaining costs. Initial unleveraged yields on these developments
are expected to range from 9% to 10%, after management and development fees,
with stabilized yields ranging from 10% to 11%. We also have several other
projects in various phases of pre-development.
Strengthening our existing properties is a major focus of ours, and as part
of this effort during 2002 we accomplished a number of notable anchor additions
to our properties:
|X| Rich's, a division of Federated announced that they will become the
fifth department store at Arbor Place in Atlanta, GA in the fall of
2004.
|X| Belk opened at College Square, Morristown, TN replacing a closed
Wal-Mart.
|X| At Parkdale Mall, Beaumont, TX, Foley's opened a 170,000 square foot
department store in August replacing a closed Montgomery Wards, and a
26,000 square foot Linens-n-Things will open in the summer of 2003.
|X| At Meridian Mall, in Lansing, MI, Galyan's opened their new 80,000
square foot store and Younkers will open next spring in the closed
Jacobson's store.
|X| Dillard's opened new department stores at Randolph Mall, Asheboro, NC,
and Asheville Mall, Asheville, NC; both stores replaced closed
department stores. Dillard's also expanded and remodeled their store at
Jefferson Mall in Louisville, KY.
Upgrading and renovating our malls is a key to their continued dominance in
their markets. In 2002 we completed the remodeling of five malls as well as one
associated center. This year we have six renovations scheduled for a total cost
of approximately $68 million excluding deferred maintenance.
LEASING & OCCUPANCY
-------------------
At the end of the fourth quarter our total portfolio occupancy was 93.8%.
Occupancy for the mall portfolio was 93.3%, an improvement of 150 basis points
over the third quarter's occupancy and a 110-basis point improvement over the
same period one-year ago. In the former Jacobs malls, we increased occupancy 230
basis points over one year ago.
3
During 2002 we entered into approximately 3.9 million square feet of leases
compared to 2.6 million square feet in 2001. The 3.9 million square feet
includes 1.4 million square feet of new leases, approximately 1.2 million square
feet of renewals of existing tenants and approximately 1.3 million square feet
in the development properties.
During the fourth quarter we received approximately $258,000 from lease buyouts
compared to $1.9 million the same quarter one year ago. We expect that spreads
on lease renewals will increase by 3% to 5% for 2003. Our 8-K filing includes a
schedule detailing the leasing spreads for new and renewal tenants.
In 2003, the Company has about 1.76 million square feet rolling over and
has completed approximately 60% of this leasing. We believe that occupancy
levels for 2003 will remain stable, but we expect store closings to continue to
be a factor as a result of the current economic climate.
During 2002, retailer bankruptcies resulted in the loss of 169,000 square
feet of space, compared to the loss of 393,000 square feet of space for 2001.
The revenues lost from bankruptcies in 2002 were $3.8 million in gross annual
rents compared to a loss of $8.1 million in 2001. As of January 31, we have
experienced 50,000 square feet of store closings so far this year, primarily in
the music store sector.
Specialty leasing revenues were a major highlight in 2002 increasing 23%
over 2001 to $38 million. Improvements from updating carts with more functional
designs and placing them in the newly acquired and remodeled malls resulted in
attracting more tenants. Additionally, we have improved occupancy levels with
our carts throughout the year, rather than just for the holiday season.
RETAIL SALES
------------
Total mall shop sales volume increased 0.4% to
$3.02 billion for 2002 compared to $3.00 billion for the same period in 2001.
Based upon the criteria of including only stores of 10,000 square feet and less
for mall stores, same store sales for calendar year 2002 decreased 1.6% for
those tenants reporting.
Occupancy costs as a percentage of sales at our malls were 12% for the
twelve months ending December 31, 2002 compared to 11.3% for the same period one
year ago. Occupancy costs as a percentage of sales have increased due to the
slightly decreased sales reported by the retailers.
DISPOSITIONS/ACQUISITIONS
-------------------------
During 2002 we completed the disposition of six properties for total
proceeds of $36.8 million. The properties sold were Rhett at Remount, LaGrange
Commons, One Park Place, Chesterfield Crossing, Girvin Plaza and Salem Crossing.
The disposition of these six centers resulted in short-term dilution to FFO
while the funds are redeployed into the acquisition and development program.
During the year we acquired the remaining third party interests in three
malls and one associated center. In December 2002 we acquired from a pension
fund, Westmoreland Mall and its associated center Westmoreland Crossing, in
Greensburg, PA, located one-hour from downtown Pittsburgh. This mall was
acquired for its dominant position and the potential to increase occupancy and
specialty leasing income. We continue to look at acquisition opportunities where
we can enhance the value of the property through our aggressive hands-on
approach to leasing, specialty leasing and management.
I will now turn the call over to John Foy to discuss our financial results.
4
FINANCIAL REVIEW
----------------
During 2002, we strengthened our balance sheet:
1. We issued $271.2 million in equity including the previously mentioned
$115 million follow-on offering of common stock, the $100 million
preferred offering and issuance of 1.6 million operating partnership
units to acquire assets and additional partnership interests.
2. We deleveraged several properties through the early retirement of debt,
which is consistent with our philosophy of maximizing leverage on
certain assets while increasing our pool of unencumbered assets.
3. We refinanced nine assets through a CMBS financing converting variable
rate debt to non-recourse, long-term, fixed rate debt at a rate of
6.51%.
4. Although some of these financial transactions were dilutive, we were
able to improve our EBITDA coverage ratio and reduce our debt to market
capitalization.
Improved operating performance resulted in an FFO per share increase of
10.2% over the prior year. Of this increase, 66% of our growth was attributable
to increases in occupancy, specialty leasing income and reductions in interest
expense. The balance was a result of improved performance and the addition of
new developments such as Parkway Place, Huntsville, AL, The Lakes Mall,
Muskegon, MI, the acquisition of the remaining partnership interest in Columbia
Place, Columbia, SC, East and West Towne Mall and West Towne Crossing in
Madison, WI and the acquisition of two malls, Panama City Mall, Panama City, FL
and Richland Mall, Waco, TX.
Our $4.34 FFO calculation did not include outparcel sales of $0.05 per
share. Before consideration of outparcel sales, our dividend payout ratio for
the year was 53.5 % based on a fully diluted, converted share count. Including
outparcel sales, the payout ratio was 52.8%.
Our cost recovery ratio was 91.7% for the twelve months compared to 93% for
the same period a year ago. We anticipate that our cost recovery ratio will be
in the range of 91% to 93% for the full year 2003.
Please note that we have reclassified certain financial information in the
prior period financial statements to conform to the current period presentation.
A portion of our taxable REIT subsidiary's results of operation in the past was
reported on a net basis in prior periods' financial information. However, due to
the growth of those operations, we have presented its results on a gross basis
with revenues included in interest and other revenues and the related expenses
in the other expenses category. This change in presentation had no impact on net
income or FFO.
Our G&A increased by 42% for the quarter. This was a result of additional
state tax reserves and professional fees. These fees included legal fees in
conjunction with the Sarbanes Oxley Act and reaudit fees.
We have applied the provisions of FASB Statement No. 141 to our property
acquisitions and as a result, we recorded a net liability of $1.3 million. As
our largest acquisition for the year occurred on December 30, 2002 the impact on
our 2002 results of operations were immaterial.
As we stated in our news release, same-center NOI growth was a positive
3.1% for the total portfolio, driven by increased specialty leasing income and
higher occupancy levels at the malls, especially the former Jacobs properties.
The breakdown for 2002 NOI by property type is as follows:
1. The same-center mall NOI increased 2.7%
2. Associated centers experienced a 17.3% increase, primarily
as a result of retenanting spaces previously occupied from
bankrupt tenants at The Terrace and Hamilton Corner, both
located in Chattanooga, TN. We also saw improved leasing
activity at The Landing, Atlanta, GA and Westgate
Crossing, Spartanburg, SC.
3. Same-center community center NOI decreased ten basis
points for the year. Large vacancies at Kingston Overlook
in Knoxville, TN and Sattler Square in Big Rapids, MI
contributed significantly to this. At both Sattler Square
and Kingston Overlook, leases have been executed for the
vacant anchor spaces with tenants expected to open during
the first half of 2003.
5
CAPITAL EXPENDITURES
--------------------
During 2002 we spent $31.6
million on tenant allowances, $ 1.6 million on deferred leasing costs, $19.3
million on revenue neutral capital expenditures and $57.4 million on revenue
enhancing capital expenditures. The revenue neutral expenditures for 2002
included: $ 10.2 million spent on resurfacing and improved lighting of parking
lots, $8.1 million for roof repairs and replacements, and a portion of this
amount was included in the renovation costs.
Revenue neutral capital expenditures are billed to the tenants as common
area maintenance expense and the vast majority is recovered over a five to
fifteen year period. Revenue enhancing capital expenditures are for remodeling
and upgrades of our malls of which approximately 30% are recoverable from
tenants.
In 2003, for the total portfolio, we are projecting to spend $30 million on
tenant allowances, $25 million in revenue neutral and $60 million on revenue
enhancing capital expenditures.
CONCLUSION ---------- Based on our year-end and fourth quarter results and
barring any further disruptions from unforeseen events, we are comfortable with
an FFO estimate range of $4.57 to $4.60 for 2003. Our growth estimate for 2003
is based upon our expectations for 3-4% NOI growth, stable occupancy across the
portfolio and $88.1 million of new developments completed during the year.
Before we open the call for Q&A I would like to share our thoughts on the
following:
|X| Despite retail sales having been flat to slightly down, retail margins
continue to show improvement. Also, retailers have confirmed their
plans for 2003 and 2004 to continue to expand and create new concepts
for our malls.
|X| As we have said over the years, retailers are continually evolving and
recreating themselves. They are improving their product lines and mix
just as we work to improve our properties. Prime examples of this are
JC Penney and several of the major movie theater operators, who have
successfully demonstrated the ability to turnaround their business in
2002.
|X| We continue to see solid results at our malls, and believe that their
updated look is a big part of their success with both the retailers and
customers. We invite you to visit our newly renovated properties, such
as Hickory Hollow and Columbia Place, where you can see how the
recently completed renovations have led to improved leasing activity.
We appreciate the confidence and support. Thank you again for joining us today
and we welcome the opportunity to show you any of our newly renovated
properties. Stephen and I will now answer your questions.
6
Properties Under Renovation as of December 31, 2002
Est.
Total Cost Cost to date
Property Location (in millions) (in millions) Completion
------------------------- ------------------ -------------------- --------------------- ----------------
Parkdale Mall Beaumont, TX 13.2 4.6 Aug 2003
Eastgate Mall Cincinnati, OH 14.5 0.5 Nov 2003
St. Clair Square Fairview Heights, IL 12.3 2.1 Nov 2003
Jefferson Mall Louisville, KY 11.7 0.4 Oct 2003
East Towne Mall Madision, WI 7.2 0.3 Nov 2003
West Towne Mall Madision, WI 8.0 0.2 Nov 2003
-------- ------
Total $67.8 $ 8.0
= ======
Detail of roof and parking lot capital expenditures for the twelve months ended December 31, 2002
(In thousands):
Revenue Neutral Revenue Enhancing
--------------- -----------------
Other Capital expendiatures $10,150 $ 48,465
Parking lot and parking lot lighting 4,232 5,939
Roof repairs and replacement 4,980 3,071
Total $ 19,362 $ 57,475
============= ============
Detail of deferred leasing as of December 31, 2002 (in thousands)
Q1 Q2 Q3 Q4
--- ---- ---- ----
Year 2002 $45 $466 $710 $370
Year 2001 $887 $85 $673 $612
The capital expenditures that we incur for maintenance such as parking lots
repairs, parking lot lighting and roofs are classified as revenue neutral. These
expenditures are billed to the tenants as common area maintenance expense and
the vast majority is recovered over a five to fifteen year period. Revenue
enhancing capital expenditures are for remodelings and upgrades for enhancing
our competitive position in the market area. A portion of these expenditures
covering items such as new floor coverings, painting, lighting and new seating
areas are also recovered through tenant billings. The costs of other items such
as new entrances, new ceilings and skylights are not recovered from tenants. We
estimate that 30% of our revenue enhancing expenditures are recoverable from our
tenants over a ten to fifteen year period of time. The third category of capital
expenditures is tenant allowances, sometimes made to third-generation tenants.
Tenant allowances are recovered in minimum rents from the tenants over the life
of the lease.
7
Renewal Leasing, Fourth Quarter Ended December 31, 2002
Prior PSF New PSF Base New PSF Base % Change % Change
Property Type Base Rent Rent-Initial Rent-Avg. Initial Average
---------------------------- -------------- -------------- -------------- ------------ ------------
Stabilized Malls $23.91 $23.75 $24.38 (0.6%) 2.0%
Community Centers 12.01 12.46 12.91 3.8% 7.5%
Associated Centers 10.01 10.34 10.44 3.2% 4.3%
Detail of Stabilized Mall Renewal Leasing, Fourth Quarter Ended December 31, 2002
Sq. FT. Prior PSF New PSF Base New PSF Base %A % A
Stabilized Malls Base Rent Rent-Initial Rent-Avg. Initial Average
---------------------------- -------------- ------------- --------------- ------------- ------------ ---------------
New Leases 94,225 $28.09 $27.98 $29.54 <0.4%> 1.5%
Renewal Leases 237,699 $22.35 $22.10 $22.33 <1.1%> <0.1>%
Total Leasing Compared to Tenants Vacating
Fourth Quarter Ended December 31, 2002
Leased Avg. Base Rent Vacated Avg.
Property Type Sq. Ft. Sq. Ft. Base Rent
Malls 460,000 $21.71 113,000 $17.42
Associated Centers 19,000 $12.71 6,000 $15.71
Community Centers 63,000 $10.85 8,000 $8.47
8
Development Schedule for new projects under construction as of December 31, 2002
CBL's Cost or
Share of Cost Spent to
ProForma Cost Date Initial
Property Location GLA (in millions) (in millions) Opening Yeild
New Mall Development
-------------------------
Mall of South Carolina* Myrtle Beach, SC 1,500,000 $72.5* $9.9 March 2004 9%
(50/50 JV)
Associated Center
-------------------------
The Shoppes at Hamilton Chattanooga, TN 130,000 16.6 $11.5 April 2003 9%
Place,
Community Center
-------------------------
Wilkes-Barre Township Wilkes-Barre, PA 312,000 10.6 1.5 Nov 2003 9%
Marketplace
Waterford Commons**, Waterford, CT 355,000 29.4 $13.3 Sept. 2003 10%
(75/25JV)
Cobblestone Village St. Augustine, FL 305,000 34.9 23.5 Spring 2003 10%
Total 2,600,000 $164.0 $59.8
========= ====== =====
*JV development
** With CBL owning at least 75%
9
CBL & Associates Properties, Inc.
Consolidated Summary Balance Sheets
Preliminary and Unaudited
(In thousands)
December 31, December 31,
2002 2001
---- ----
ASSETS
LAND 570,818 520,334
BUILDINGS AND IMPROVEMENTS 3,394,787 2,961,185
------------ ------------
3,965,605 3,481,519
LESS: ACCUMULATED DEPRECIATIO (434,840) (346,940)
------------ ------------
3,530,765 3,134,579
DEVELOPMENTS IN PROGRESS 80,720 67,043
------------ ------------
NET INVESTMENT IN REAL ESTATE ASSETS 3,611,485 3,201,622
CASH, RESTRICTED CASH AND CASH EQUIVALENTS 13,355 10,137
RECEIVABLES: TENANT AND OTHER 41,686 41,186
MORTGAGE NOTES RECEIVABLE 23,074 10,634
INVESTMENT IN UNCONSOLIDATED AFFILIATES 68,232 77,673
OTHER ASSETS 37,282 31,599
------------ ------------
$ 3,795,114 $ 3,372,851
================== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
MORTGAGE AND OTHER NOTES PAYABLE $ 2,402,079 $ 2,315,955
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 151,332 103,707
------------ ------------
Total liabilities 2,553,411 2,419,662
------------ ------------
MINORITY INTERESTS 500,513 431,101
------------ ------------
SHAREHOLDERS' EQUITY:
Total shareholders' equity 741,190 522,088
------------ ------------
$ 3,795,114 $ 3,372,851
================== ==============
The balance sheet above is preliminary as of the date of this report. Please
refer the Company's filing on Form 10-Q when filed for a complete balance sheet
as of December 31, 2002
10
CBL & Associates Properties, Inc.
Notes Payable And Interest Rate
AS OF December 31, 2002
(In thousands )
Maturity Interest Balance Balance
PROPERTY Date Rate 12/31/02 Fixed Floating
-----------------------------------------------------------------------------------------------------
Albemarle, NC Northwoods Plaza Jun-12 9.750% 1,055 1,055 -
Ashboro, NC Randolph Mall Jul-12 6.500% 15,594 15,594 -
Asheville, NC Asheville Mall Sep-11 6.980% 70,334 70,334 -
Beaumont, TX Parkdale Mall Jun-03 2.938% 45,000 - 45,000
Beaumont, TX Parkdale Crossing Nov-04 2.988% 7,599 - 7,599
Brookfield, IL Brookfield Square May-05 7.498% 73,517 73,517 -
Burnsville, MN Burnsville Center Aug-10 8.000% 72,097 72,097 -
Cary , NC Cary Towne Ctr Mar-09 6.850% 89,300 89,300 -
Charleston, SC Citadel Mall May-07 7.390% 32,549 32,549 -
Chattanooga, TN CBL Center Aug-12 6.250% 14,943 14,943 -
Chattanooga, TN Hamilton Corner Aug-11 10.125% 2,709 2,709 -
Chattanooga, TN Hamilton Place Mar-07 7.000% 67,162 67,162 -
Chattanooga, TN Perimeter Place Jan-08 10.625% 1,087 1,087 -
Cincinnati, OH Eastgate Mall Dec-03 2.938% 41,625 - 41,625
Cincinnati, OH Eastgate Crossing Apr-07 6.380% 10,581 10,581 -
Columbia, SC Columbia Mall Jun-03 2.738% 34,663 - 34,663
Cortlandt, NY Cortlandt Towne CenterAug-08 6.900% 49,909 49,909 -
Dalton, GA Walnut Square Feb-08 10.125% 576 576 -
Douglasville, GA Arbor Place Mall Jul-12 6.510% 80,951 80,951 -
Douglasville, GA The Landing At Arbor Jul-12 6.510% 9,138 9,138 -
Fairview Heights, IL St. Claire Square Apr-09 7.000% 70,371 70,371 -
Hattiesburg, MS Turtle Creek Mall Mar-06 7.400% 31,723 31,723 -
Henderson, NC Henderson Square Apr-14 7.500% 5,717 5,717 -
Highpoint, NC Oak Hollow Mall Feb-08 7.310% 47,257 47,257 -
Hudson, NY Greenport Towne Ctr Sep-14 9.000% 3,829 3,829 -
Jackson, TN Old Hickory Mall Jul-12 6.510% 35,757 35,757 -
Janesville WI Janesville Mall Apr-16 8.375% 14,890 14,890 -
Knoxville, TN Cedar Bluff Xing Aug-07 10.625% 886 886 -
Knoxville, TN Suburban Plaza Jan-09 7.875% 8,121 8,121 -
Lansing MI Meridian Mall Aug-03 2.547% 29,017 - 29,017
Lansing MI Swap rate Meridian Mall Aug-03 6.955% 80,000 - 80,000
Lexington KY Fayette Mall Jul-11 7.000% 96,569 96,569 -
Lexington KY Fayette Mall DevelopmeDec-04 3.034% 8,550 - 8,550
Louisville, KY Jefferson Mall Jul-12 6.510% 45,094 45,094 -
Lousiville KY Springhurst Towne CentAug-18 6.650% 21,080 21,080 -
Madison, WI East Towne Mall Jan-07 8.010% 28,509 28,509 -
Madison, WI West Towne Mall Jan-07 8.010% 44,076 44,076 -
Meridian, MS Bonita Lakes Crossing Oct-09 6.820% 8,712 8,712 -
Meridian, MS Bonita Lakes Mall Oct-09 6.820% 27,804 27,804 -
Midland MI Midland Mall Jun-03 2.938% 35,000 - 35,000
Morristown, TN College Square Sep-13 6.750% 13,164 13,164 -
N Charleston SC Northwoods Mall Jul-12 6.510% 64,562 64,562 -
Nashua, NH Willow Springs Plaza Aug-07 9.750% 3,492 3,492 -
Nashville, TN Coolsprings Galleria Sep-10 8.290% 61,887 61,887 -
Nashville, TN Courtyard At Hickory Aug-08 6.770% 4,238 4,238 -
Nashville, TN Hickory Hollow Mall Aug-08 6.770% 91,025 91,025 -
Nashville, TN Rivergate Mall Aug-08 6.770% 73,566 73,566 -
Nashville, TN Village At Rivergate Aug-08 6.770% 3,475 3,475 -
North Haven, CT North Haven Xing Oct-08 9.550% 5,464 5,464 -
Panama City, FL Panama City Mall Aug-12 7.300% 40,530 40,530 -
Portland, ME Bj'S Plaza Dec-11 10.400% 2,775 2,775 -
Racine, WI Regency Mall Jul-12 6.510% 35,360 35,360 -
Rockford, IL Cherryvale Mall Jul-06 7.375% 46,954 46,954 -
Saginaw, MI Fashion Square Jul-12 6.510% 61,979 61,979 -
Spartanburg, SC Westgate Mall Jul-12 6.500% 56,019 56,019 -
Spartanburg, SC Westgate Crossing Jul-10 8.420% 9,738 9,738 -
Stroud, PA Stroud Mall Dec-10 8.420% 32,060 32,060 -
Uvalde, TX Uvalde Plaza Feb-08 10.625% 527 527 -
Waco, Tx Richland Mall May-03 2.975% 9,500 - 9,500
Wausau WI Wausau Center Dec-10 6.700% 13,935 13,935 -
Winston-Salem NC Hanes Mall Jul-08 7.310% 113,990 113,990 -
York, PA York Galleria Dec-10 8.340% 51,282 51,282 -
----------- ---------- --------
SUBTOTAL 2,158,870 1,867,916 290,954
Weighted average interest rate
CONSTRUCTION LOANS
St Augstine FL Cobblestone Vilage Jun-05 3.088% 14,753 - 14,753
Waterford, CT Waterford Commons Jun-04 3.070% 7,182 - 7,182
----------- ---------- --------
SUBTOTAL 21,935 - 21,935
LINES OF CREDIT 221,275 - 221,275
2.6939%
----------- ---------- --------
TOTAL BALANCE SHEET 2,402,080 1,867,916 534,164
Weighted average interest rate 6.32% 7.16% 3.41%
Plus CBL Share Of Equities
Clarksville, TN Governors Square Nov-02 8.230% 15,785 15,785 -
Del Rio, TX Plaza Del Sol Feb-12 9.150% 2,186 2,186 -
Ft Smith AR Massard Crossing Feb-12 7.540% 596 596 -
Houston, TX Willowbrook Plaza Jun-00 7.540% 3,049 3,049 -
Huntsville, AL Parkway Place 2.938% 28,229 - 28,229
Paducah, KY Kentucky Oaks Feb-12 9.000% 16,451 16,451 -
Vicksburg, MS Pemberton Plaza Jan-00 7.540% 204 204 -
----------- ---------- --------
TOTAL 66,498 38,269 28,229
LESS MINORITY INTEREST MINORITY INTEREST
Chattanooga, TN CBL Center 8.0000% 6.2500% (1,195) (1,195) 0
Chattanooga, TN Hamilton Corner 10.0000% 10.1250% (271) (271) 0
Chattanooga, TN Hamilton Place 10.0000% 7.0000% (6,716) (6,716) 0
Highpoint, NC Oak Hollow Mall 25.0000% 7.3100% (11,814) (11,814) 0
Uvalde, TX Uvalde Plaza 25.0000% 10.6250% (132) (132)
Waterford, CT Waterford Commons 25.0000% 3.0700% (1,795) - (1,795)
----------- ---------- --------
(21,924) (20,128) (1,795)
TOTAL OBLIGATIONS 2,446,654 1,886,057 560,597
Weighted average interest rate 6.31% 7.18% 3.39%
At
Number 12/31/2002
EQUITY Of Shares Stock Price
Common Stock And Units 55,481 $40.05 2,221,994
Preferred Stock Series A 2,675 $25.00 66,875
Preferred Stock Series B 2,000 $50.00 100,000
Total Market Equity 2,388,869
------------
Total Debt and Market equity 4,835,523
Debt to Market value 50.6%
Total Joint Venture Debt
Clarksville, TN Governors Square Sep-16 8.230% 33,231 33,231 0
Del Rio, TX Plaza Del Sol Aug-10 9.150% 4,372 4,372 -
Ft Smith, AR Massard Crossing Feb-12 7.540% 5,958 5,958 -
Houston, TX Willowbrook Plaza Feb-12 7.540% 30,487 30,487 -
Huntsville, AL Parkway Place Dec-03 2.938% 56,458 - 56,458
Paducah, KY Kentucky Oaks Jun-07 9.000% 32,901 32,901 -
Vicksburg, MS Pemberton Plaza Feb-12 7.540% 2,036 2,036 -
----------- ---------- --------
TOTAL 165,443 108,985 56,458
Weighted average interest rate 6.4409% 8.2557% 2.9375%
11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
/c/ John N. Foy
----------------------------------------------
John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: February 5, 2003