Attached files
file | filename |
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8-K - CBL & ASSOCIATES PROPERTIES INC | form8k.htm |
EX-99.2 - INVESTOR CONFERENCE CALL SCRIPT - CBL & ASSOCIATES PROPERTIES INC | exhibit992.htm |
EX-99.3 - SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION - CBL & ASSOCIATES PROPERTIES INC | exhibit993.htm |
Exhibit
99.1
Investor Contact: Katie
Reinsmidt, Vice President - Corporate Communications and Investor Relations,
423.490.8301, katie_reinsmidt@cblproperties.com
CBL
& ASSOCIATES PROPERTIES REPORTS
FOURTH
QUARTER AND YEAR END 2009 RESULTS
·
|
Reported
FFO per diluted share of $0.62 for the fourth quarter and $2.52 for the
year ended December 31, 2009, excluding a non-cash impairment of real
estate assets.
|
·
|
Total
portfolio same-center NOI, excluding lease termination fees, for the
fourth quarter and year ended December 31, 2009, declined 1.5% and
1.3%, respectively, from the prior year
periods.
|
·
|
Stabilized
mall occupancy increased 130 bps to 91.6% as of December 31, 2009,
from the sequential quarter.
|
CHATTANOOGA,
Tenn. (February 3, 2010) – CBL & Associates Properties, Inc. (NYSE:CBL)
announced results for the fourth quarter and year ended December 31,
2009. A description of each non-GAAP financial measure and the
related reconciliation to the comparable GAAP measure is located at the end of
this news release. In accordance with recently issued accounting
guidance related to the treatment of the stock component of our dividend paid on
April 15, 2009, all previously reported share and per share amounts that were
retroactively adjusted to reflect the common stock and common units, as
applicable, issued as part of that dividend have been revised. The
new guidance requires that the stock component be treated as a stock
issuance. Thus, the Company has reflected the stock distribution in
its share and per share amounts beginning April 15, 2009.
Funds
from Operations (“FFO”) allocable to common shareholders for the fourth quarter
ended December 31, 2009, was $2,358,000 or $0.02 per diluted
share. FFO for the current quarter was reduced by a non-cash
impairment of real estate of $0.60 per diluted share. Excluding the
impact of this impairment of real estate, FFO allocable to common shareholders
was $0.62 per diluted share. Additionally, FFO for the fourth quarter
2009, excluding the impairment of real estate, reflects dilution of $0.34 per
fully diluted share as a result of the 66.63 million shares issued in the June
2009 equity offering. FFO allocable to common shareholders for the fourth
quarter ended December 31, 2008, was $52,867,000 or $0.80 per diluted
share.
During
the course of the Company's normal quarterly review, the Company determined that
it was appropriate to write down the depreciated book value of three shopping
centers to their estimated fair values. The Net Operating Income ("NOI") of the
three centers represents less than 0.6% of total 2009 portfolio NOI. These write
downs resulted in a non-cash impairment of real estate in the fourth quarter
2009 of $114,862,000. Property-specific information is provided in
the section titled "Property
Review."
-MORE-
CBL
Reports Fourth Quarter Results
Page
2
February
3, 2010
“We are
pleased that the overwhelming majority of properties in our portfolio are
performing well and reinforcing the strength of our market dominant mall
strategy, notwithstanding the impairment of these three properties,” said John
N. Foy, Vice Chairman and Chief Financial Officer.
FFO
allocable to common shareholders for the year ended December 31, 2009, was
$190,066,000, or $1.79 per diluted share. FFO for the year ended
December 31, 2009, was reduced by the non-cash impairment of real estate of
$0.73 per diluted share. Excluding the impact of this impairment, FFO
allocable to common shareholders was $2.52 per diluted share. FFO for the year
ended December 31, 2009, excluding the impairment of real estate, was also
reduced by $0.75 per fully diluted share as a result of the 66.63 million shares
issued in the June 2009 equity offering. FFO allocable to common shareholders
for the year ended December 31, 2008, was $213,347,000, or $3.21 per diluted
share.
FFO of
the operating partnership for the fourth quarter ended December 31, 2009, was
$3,247,000, or $118,109,000 excluding the non-cash impairment of real estate,
compared with $93,207,000 for the fourth quarter ended December 31, 2008. FFO of
the operating partnership for the year ended December 31, 2009, was
$282,206,000, or $397,068,000 excluding the non-cash impairment of real estate,
compared with $376,273,000 for the year ended December 31, 2008.
Net loss
attributable to common shareholders for the fourth quarter ended December 31,
2009, was $57,790,000, or $0.42 per diluted share, compared with net loss of
$10,055,000, or $0.15 per diluted share for the prior-year
period. Net loss attributable to common shareholders for the year
ended December 31, 2009, was $36,807,000, or $0.35 per diluted share, compared
with net income of $9,768,000, or $0.15 per diluted share, for the year ended
December 31, 2008. Net loss attributable to common shareholders for
the fourth quarter and year ended December 31, 2009, was impacted by the
non-cash impairment of real estate and per share information was diluted by the
66.63 million shares issued in the June 2009 equity offering.
CBL’s
President and Chief Executive Officer, Stephen D. Lebovitz, commented, “Our
performance in the fourth quarter and for the full year 2009 demonstrated the
continuing stability of our portfolio. While the impairment
announcement impacted our stated financial results, 2009 was clearly a year of
significant achievement in operating performance for CBL. We were pleased to
report full-year same-center NOI at the high end of our guidance range as well
as improvements in occupancy and sales throughout the year. We
continue to make progress in releasing the inventory of junior anchor spaces
with more than 45% of these spaces now leased. We also finished the
year with more than $1.6 billion of financing activity, over five million square
feet of leases signed, and three new developments completed with leased or
committed rates greater than 90%.
“We have
a realistic view of 2010 and are looking for opportunities for CBL to benefit
from the economic recovery. We are proactively addressing upcoming
debt maturities and the ongoing deleveraging of the company. Near-term liquidity
issues have been resolved to the point where we are exploring new capital
sources at more attractive terms than a year ago. While managing expenses very
closely, we are also transitioning more of our efforts to driving NOI growth
with continued emphasis on leasing and other sources of income. As a much
stronger and leaner company than a year ago, we are confident our strategic
focus has positioned us for long-term success.”
HIGHLIGHTS
§
|
Total
portfolio same-center NOI, excluding lease termination fees, for the
fourth quarter and year ended December 31, 2009, declined 1.5% and
1.3%, respectively, compared with a decline of 4.0% and 1.8%,
respectively, in the prior-year
periods.
|
§
|
Same-store
sales for mall tenants of 10,000 square feet or less for stabilized malls
as of December 31, 2009, declined 5.4% to $313 per square foot
compared with $331 per square foot as of December 31,
2008.
|
-MORE-
CBL
Reports Fourth Quarter Results
Page
3
February
3, 2010
§
|
Consolidated
and unconsolidated variable rate debt of $1,755,656,000 represents 21.1%
of the total market capitalization for the Company and 28.4% of the
Company's share of total consolidated and unconsolidated
debt.
|
PORTFOLIO
OCCUPANCY
September
30,
|
December
31,
|
|||||||||||
2009
|
2009
|
2008
|
||||||||||
Portfolio
occupancy
|
89.2 | % | 90.4 | % | 92.3 | % | ||||||
Mall
portfolio
|
89.9 | % | 91.3 | % | 92.6 | % | ||||||
Stabilized
malls
|
90.3 | % | 91.6 | % | 92.9 | % | ||||||
Non-stabilized
malls
|
74.0 | % | 76.3 | % | 86.5 | % | ||||||
Associated
centers
|
90.0 | % | 92.5 | % | 92.2 | % | ||||||
Community
centers
|
80.4 | % | 80.9 | % | 92.1 | % |
PROPERTY
REVIEW
During
the course of the Company's normal quarterly review, the Company determined that
it was appropriate to write down the depreciated book value of three shopping
centers to their estimated fair values including Hickory Hollow Mall in
Nashville (Antioch), TN, Pemberton Square in Vicksburg, MS, and Towne Mall in
Franklin, OH.
Hickory
Hollow Mall has experienced declining income as a result of changes in the
property-specific market conditions as well as increasing retail
competition. These declines were further exacerbated by the recent
economic conditions. CBL has formulated a repositioning plan to
enhance and maximize property NOI. The plan contemplates
incorporating non-retail uses at Hickory Hollow Mall and CBL is in the process
of executing this plan. However, as a result of the current estimate
of projected future cash flows, CBL determined that a write down of the
depreciated book value from $107.4 million to an estimated fair value of $12.6
million was appropriate. Currently Hickory Hollow Mall generates
insufficient NOI to cover debt service on its $33.4 million recourse
loan. CBL plans to continue to service the loan, which is
self-liquidating, over the remaining eight year term.
Pemberton
Square and Towne Mall have also experienced declining property-specific market
conditions. CBL is exploring redevelopment plans that would seek to
maximize both properties’ cash flow. However, due to the uncertainty
as to the timing of these projects, CBL determined that it was appropriate to
write down Pemberton Square's depreciated book value of $7.1 million to an
estimated fair value of $1.4 million and Towne Mall's depreciated book value of
$15.8 million to an estimated fair value of $1.4 million. Pemberton
Square and Towne Mall are currently unencumbered.
DISPOSITIONS
During
the fourth quarter, the Company completed the sale of its 60% interest in Plaza
Macaé in Macaé, Brazil to a third party for $24.2 million.
FINANCING
ACTIVITY
In 2009,
CBL refinanced or extended more than $1.6 billion in mortgage loans and credit
facilities. These included the extension of its three major credit
facilities, while maintaining full lending capacity aggregating $1.2 billion, as
well as successfully addressing nine property-specific mortgages or construction
loans totaling more than $360.0 million.
During
the fourth quarter, CBL repaid the $52.3 million loan secured by Eastgate Mall
in Cincinnati, OH. Eastgate Mall was then pledged to the Company's
$560 million credit facility. During the fourth quarter CBL also
repaid two secured facilities including a $17.2 million facility and a $20.0
million facility. The properties used to collateralize those
facilities were pledged to the Company's $560 million credit
facility.
-MORE-
CBL
Reports Fourth Quarter Results
Page
4
February
3, 2010
Subsequent
to the fourth quarter 2009, CBL closed a $72.0 million non-recourse loan secured
by St. Clair Square in Fairview Heights, IL. The new five-year loan
bears a floating interest rate of LIBOR plus 400 basis points. This
loan replaced the existing $58.0 million loan, which was scheduled to mature in
April 2010. Concurrent with the closing, CBL entered into a two-year
LIBOR cap agreement with an associated strike rate of 3.0%
DEVELOPMENT
On March
10, 2010, CBL will celebrate the official Grand Opening for the
415,000-square-foot phase one of The Pavilion at Port Orange, an open air
development in Port Orange, FL. The area’s newest and most unique
shopping destination will open more than 92% leased or committed with anchors
including Hollywood Theaters, Belk, Homegoods, Marshall’s, Michaels, PETCO and
ULTA.
OTHER
EVENTS
During
the fourth quarter, CBL announced that its Board of Directors promoted Stephen
D. Lebovitz to serve as Chief Executive Officer of the Company effective January
1, 2010, in addition to his position as President. Former Chairman
and Chief Executive Officer, Charles B. Lebovitz, continues to serve as
executive Chairman of the Board, maintaining an integral role in the Company’s
ongoing operations and leadership.
CBL also
announced the expansion of its executive management team with the promotions of
Augustus N. Stephas to Executive Vice President and Chief Operating Officer,
Farzana K. Mitchell to the role of Executive Vice President – Finance and
Michael I. Lebovitz to the role of Executive Vice President – Development and
Administration.
OUTLOOK
AND GUIDANCE
Based on
today's outlook the Company is providing 2010 FFO guidance of $1.82 - $1.90 per
share. The full year guidance assumes $3.0 million to $6.0 million of
outparcel sales and same-center NOI growth in the range of (1.5%) to (3.5%),
excluding the impact of lease termination fees from both applicable
periods. The guidance excludes the impact of any future unannounced
acquisitions or dispositions. The Company expects to update its
annual guidance after each quarter's results.
Low |
High
|
|||||||
Expected diluted earnings per common share | $ | 0.18 | $ | 0.26 | ||||
Adjust to fully converted shares from common shares | (0.05 | ) | (0.07 | ) | ||||
Expected earnings per diluted, fully converted common share | 0.13 | 0.19 | ||||||
Add: depreciation and amortization | 1.64 | 1.64 | ||||||
Add: noncontrolling interest in earnings of Operating Partnership | 0.05 | 0.07 | ||||||
Expected FFO per diluted, fully converted common share | $ | 1.82 | $ | 1.90 |
INVESTOR
CONFERENCE CALL AND SIMULCAST
CBL &
Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on
Thursday, February 4, 2010, to discuss its fourth quarter
results. The number to call for this interactive teleconference is
(212) 231-2921. A seven-day replay of the conference call will
be available by dialing (402) 977-9140 and entering the passcode
21449058. A transcript of the Company's prepared remarks will be
furnished on a Form 8-K following the conference call.
To
receive the CBL & Associates Properties, Inc., fourth quarter earnings
release and supplemental information please visit our website at cblproperties.com or
contact Investor Relations at 423-490-8312.
The
Company will also provide an online Web simulcast and rebroadcast of its 2009
fourth quarter earnings release conference call. The live broadcast
of CBL's quarterly conference call will be available online at the Company's Web
site at cblproperties.com on
Thursday, February 4, 2010, beginning at 11:00 a.m. ET. The online
replay will follow shortly after the call and continue through February 11,
2010.
CBL is one of the largest and most
active owners and developers of malls and shopping centers in the United States.
CBL owns, holds interests in or manages 163 properties, including 88 regional
malls/open-air centers. The properties are located in 27 states and total 87.8
million square feet including 3.0 million square feet of non-owned shopping
centers managed for third parties. CBL currently has one project under
construction totaling 500,000 square feet, The Pavilion at Port Orange in Port
Orange, FL. Headquartered in Chattanooga, TN, CBL has regional offices in Boston
(Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional
information can be found at cblproperties.com.
-MORE-
CBL
Reports Fourth Quarter Results
Page
5
February
3, 2010
NON-GAAP
FINANCIAL MEASURES
Funds
From Operations
FFO is a
widely used measure of the operating performance of real estate companies that
supplements net income (loss) determined in accordance with GAAP. The National
Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net
income (loss) (computed in accordance with GAAP) excluding gains or losses on
sales of operating properties, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures and
noncontrolling interests. Adjustments for unconsolidated partnerships and joint
ventures and noncontrolling interests are calculated on the same basis. The
Company defines FFO allocable to its common shareholders as defined above by
NAREIT less dividends on preferred stock. The Company’s method of calculating
FFO allocable to its common shareholders may be different from methods used by
other REITs and, accordingly, may not be comparable to such other
REITs.
The
Company believes that FFO provides an additional indicator of the operating
performance of its properties without giving effect to real estate depreciation
and amortization, which assumes the value of real estate assets declines
predictably over time. Since values of well-maintained real estate assets have
historically risen with market conditions, the Company believes that FFO
enhances investors’ understanding of its operating performance. The use of FFO
as an indicator of financial performance is influenced not only by the
operations of the Company’s properties and interest rates, but also by its
capital structure.
The
Company presents both FFO of its operating partnership and FFO allocable to its
common shareholders, as it believes that both are useful performance
measures. The Company believes FFO of its operating partnership is a
useful performance measure since it conducts substantially all of its business
through its operating partnership and, therefore, it reflects the performance of
the properties in absolute terms regardless of the ratio of ownership interests
of the Company’s common shareholders and the noncontrolling interest in the
operating partnership. The Company believes FFO allocable to its
common shareholders is a useful performance measure because it is the
performance measure that is most directly comparable to net income (loss)
attributable to its common shareholders.
In the
reconciliation of net income (loss) attributable to the Company's common
shareholders to FFO allocable to its common shareholders, located at the end of
this earnings release, the Company makes an adjustment to add back
noncontrolling interest in earnings of its operating partnership in order to
arrive at FFO of its operating partnership. The Company then applies
a percentage to FFO of its operating partnership to arrive at FFO allocable to
its common shareholders. The percentage is computed by taking the weighted
average number of common shares outstanding for the period and dividing it by
the sum of the weighted average number of common shares and the weighted average
number of operating partnership units outstanding during the
period.
During
the fourth quarter and year ended December 31, 2009, the Company recorded a loss
on impairment of real estate assets related to three operating properties.
Considering the significance and nature of the impairment, the Company believes
that it is important to emphasize the impact on the Company's FFO measures for a
reader to have a complete understanding of the Company's results of operations.
Therefore, the Company has also presented what FFO would have been excluding the
impairment charge.
FFO does
not represent cash flows from operations as defined by accounting principles
generally accepted in the United States, is not necessarily indicative of cash
available to fund all cash flow needs and should not be considered as an
alternative to net income (loss) for purposes of evaluating the Company’s
operating performance or to cash flow as a measure of liquidity.
-MORE-
CBL
Reports Fourth Quarter Results
Page
6
February
3, 2010
Same-Center
Net Operating Income
NOI is a
supplemental measure of the operating performance of the Company's shopping
centers. The Company defines NOI as operating revenues (rental
revenues, tenant reimbursements and other income) less property operating
expenses (property operating, real estate taxes and maintenance and
repairs).
Similar
to FFO, the Company computes NOI based on its pro rata share of both
consolidated and unconsolidated properties. The Company's definition
of NOI may be different than that used by other companies and, accordingly, the
Company's NOI may not be comparable to that of other companies. A
reconciliation of same-center NOI to net income (loss) is located at the end of
this earnings release.
Since NOI
includes only those revenues and expenses related to the operations of its
shopping center properties, the Company believes that same-center NOI provides a
measure that reflects trends in occupancy rates, rental rates and operating
costs and the impact of those trends on the Company's results of operations.
Additionally, there are instances when tenants terminate their leases prior to
the scheduled expiration date and pay the Company one-time, lump-sum termination
fees. These one-time lease termination fees may distort same-center NOI trends
and may result in same-center NOI that is not indicative of the ongoing
operations of the Company's shopping center properties. Therefore, the Company
believes that presenting same-center NOI, excluding lease termination fees, is
useful to investors.
Pro
Rata Share of Debt
The Company presents debt based on its
pro rata ownership share (including the Company's pro rata share of
unconsolidated affiliates and excluding noncontrolling interests' share of
consolidated properties) because it believes this provides investors a clearer
understanding of the Company's total debt obligations which affect the Company's
liquidity. A reconciliation of the Company's pro rata share of debt
to the amount of debt on the Company's consolidated balance sheet is located at
the end of this earnings release.
Information
included herein contains "forward-looking statements" within the meaning of the
federal securities laws. Such statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual
events, financial and otherwise, may differ materially from the events and
results discussed in the forward-looking statements. The reader is
directed to the Company's various filings with the Securities and Exchange
Commission, including without limitation the Company's Annual Report on Form
10-K and the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" incorporated by reference therein, for a discussion of
such risks and uncertainties.
-MORE-
CBL
Reports Fourth Quarter Results
Page
7
February
3, 2010
CBL
& Associates Properties, Inc.
Consolidated
Statements of Operations
(Unaudited;
in thousands, except per share amounts)
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
REVENUES:
|
||||||||||||||||
Minimum
rents
|
$ | 182,718 | $ | 188,300 | $ | 693,911 | $ | 716,570 | ||||||||
Percentage
rents
|
7,163 | 8,509 | 16,422 | 18,375 | ||||||||||||
Other
rents
|
8,959 | 9,372 | 20,763 | 22,887 | ||||||||||||
Tenant
reimbursements
|
80,946 | 85,183 | 322,702 | 336,173 | ||||||||||||
Management,
development and leasing fees
|
1,980 | 2,459 | 7,372 | 19,393 | ||||||||||||
Other
|
7,371 | 5,575 | 28,319 | 24,820 | ||||||||||||
Total
revenues
|
289,137 | 299,398 | 1,089,489 | 1,138,218 | ||||||||||||
EXPENSES:
|
||||||||||||||||
Property
operating
|
39,068 | 49,274 | 162,819 | 190,148 | ||||||||||||
Depreciation
and amortization
|
84,317 | 102,369 | 309,682 | 332,475 | ||||||||||||
Real
estate taxes
|
22,466 | 23,658 | 96,881 | 95,393 | ||||||||||||
Maintenance
and repairs
|
14,812 | 17,258 | 57,441 | 65,617 | ||||||||||||
General
and administrative
|
9,830 | 11,973 | 41,010 | 45,241 | ||||||||||||
Loss
on impairment of real estate
|
114,862 | - | 114,862 | - | ||||||||||||
Other
|
7,009 | 14,643 | 25,794 | 33,333 | ||||||||||||
Total
expenses
|
292,364 | 219,175 | 808,489 | 762,207 | ||||||||||||
Income
(loss) from operations
|
(3,227 | ) | 80,223 | 281,000 | 376,011 | |||||||||||
Interest
and other income
|
1,022 | 2,942 | 5,211 | 10,076 | ||||||||||||
Interest
expense
|
(78,204 | ) | (79,473 | ) | (294,051 | ) | (313,209 | ) | ||||||||
Loss
on extinguishment of debt
|
(601 | ) | - | (601 | ) | - | ||||||||||
Loss
on impairment of investments
|
(411 | ) | (11,403 | ) | (9,260 | ) | (17,181 | ) | ||||||||
Gain
on sales of real estate assets
|
2,352 | 279 | 3,820 | 12,401 | ||||||||||||
Equity
in earnings of unconsolidated affiliates
|
3,622 | 1,523 | 5,489 | 2,831 | ||||||||||||
Income
tax benefit (provision)
|
619 | (738 | ) | 1,222 | (13,495 | ) | ||||||||||
Income
(loss) from continuing operations
|
(74,828 | ) | (6,647 | ) | (7,170 | ) | 57,434 | |||||||||
Operating
income (loss) of discontinued operations
|
(10 | ) | 347 | 122 | 1,809 | |||||||||||
Gain
(loss) on discontinued operations
|
45 | 10 | (17 | ) | 3,798 | |||||||||||
Net
income (loss)
|
(74,793 | ) | (6,290 | ) | (7,065 | ) | 63,041 | |||||||||
Net
(income) loss attributable to noncontrolling interests:
|
||||||||||||||||
Operating
partnership
|
29,018 | 7,700 | 17,845 | (7,495 | ) | |||||||||||
Other
consolidated subsidiaries
|
(6,561 | ) | (6,010 | ) | (25,769 | ) | (23,959 | ) | ||||||||
Net
income (loss) attributable to the Company
|
(52,336 | ) | (4,600 | ) | (14,989 | ) | 31,587 | |||||||||
Preferred
dividends
|
(5,454 | ) | (5,455 | ) | (21,818 | ) | (21,819 | ) | ||||||||
Net
income (loss) attributable to common shareholders
|
$ | (57,790 | ) | $ | (10,055 | ) | $ | (36,807 | ) | $ | 9,768 | |||||
Basic
per share data attributable to common shareholders:
|
||||||||||||||||
Income
(loss) from continuing operations, net of preferred
dividends
|
$ | (0.42 | ) | $ | (0.15 | ) | $ | (0.35 | ) | $ | 0.10 | |||||
Discontinued
operations
|
- | - | - | 0.05 | ||||||||||||
Net
income (loss) attributable to common shareholders
|
$ | (0.42 | ) | $ | (0.15 | ) | $ | (0.35 | ) | $ | 0.15 | |||||
Weighted
average common shares outstanding
|
137,878 | 66,360 | 106,366 | 66,313 | ||||||||||||
Diluted
per share data attributable to common shareholders:
|
||||||||||||||||
Income
(loss) from continuing operations, net of preferred
dividends
|
$ | (0.42 | ) | $ | (0.15 | ) | $ | (0.35 | ) | $ | 0.10 | |||||
Discontinued
operations
|
- | - | - | 0.05 | ||||||||||||
Net
income (loss) attributable to common shareholders
|
$ | (0.42 | ) | $ | (0.15 | ) | $ | (0.35 | ) | $ | 0.15 | |||||
Weighted
average common and potential dilutive
common
shares outstanding
|
137,878 | 66,360 | 106,366 | 66,418 | ||||||||||||
Amounts
attributable to common shareholders:
|
||||||||||||||||
Income
(loss) from continuing operations, net of preferred
dividends
|
$ | (57,815 | ) | $ | (10,257 | ) | $ | (36,878 | ) | $ | 6,589 | |||||
Discontinued
operations
|
25 | 202 | 71 | 3,179 | ||||||||||||
Net
income (loss) attributable to common shareholders
|
$ | (57,790 | ) | $ | (10,055 | ) | $ | (36,807 | ) | $ | 9,768 |
-MORE-
CBL
Reports Fourth Quarter Results
Page
8
February
3, 2010
The
Company's calculation of FFO allocable to Company shareholders is as
follows:
(in
thousands, except per share data)
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
income (loss) attributable to common shareholders
|
$ | (57,790 | ) | $ | (10,055 | ) | $ | (36,807 | ) | $ | 9,768 | |||||
Noncontrolling
interest in earnings (loss) of operating partnership
|
(29,018 | ) | (7,700 | ) | (17,845 | ) | 7,495 | |||||||||
Depreciation
and amortization expense of:
|
||||||||||||||||
Consolidated
properties
|
84,317 | 102,369 | 309,682 | 332,475 | ||||||||||||
Unconsolidated
affiliates
|
6,334 | 8,875 | 28,826 | 29,987 | ||||||||||||
Discontinued
operations
|
- | - | - | 892 | ||||||||||||
Non-real
estate assets
|
(231 | ) | (257 | ) | (962 | ) | (1,027 | ) | ||||||||
Noncontrolling
interests' share of depreciation and amortization
|
(320 | ) | (15 | ) | (705 | ) | (958 | ) | ||||||||
(Gain)
loss on discontinued operations
|
(45 | ) | (10 | ) | 17 | (3,798 | ) | |||||||||
Income
tax provision on disposal of discontinued operations
|
- | - | - | 1,439 | ||||||||||||
Funds
from operations of the operating partnership
|
3,247 | 93,207 | 282,206 | 376,273 | ||||||||||||
Loss
on impairment of real estate
|
114,862 | - | 114,862 | - | ||||||||||||
Funds
from operations of the operating partnership, excluding
loss
on impairment of real estate
|
$ | 118,109 | $ | 93,207 | $ | 397,068 | $ | 376,273 | ||||||||
Funds
from operations per diluted share
|
$ | 0.02 | $ | 0.80 | $ | 1.79 | $ | 3.21 | ||||||||
Loss
on impairment of real estate per diluted share
|
0.60 | - | 0.73 | - | ||||||||||||
Funds
from operations, excluding loss on impairment of real
estate,
per diluted share
|
$ | 0.62 | $ | 0.80 | $ | 2.52 | $ | 3.21 | ||||||||
Weighted
average common and potential dilutive common shares
outstanding
with operating partnership units fully converted
|
189,866 | 117,022 | 157,970 | 117,051 | ||||||||||||
Reconciliation
of FFO of the operating
partnership to FFO allocable to Company
shareholders: |
||||||||||||||||
Funds
from operations of the operating partnership
|
$ | 3,247 | $ | 93,207 | $ | 282,206 | $ | 376,273 | ||||||||
Percentage
allocable to Company shareholders (1)
|
72.63 | % | 56.72 | % | 67.35 | % | 56.70 | % | ||||||||
Funds
from operations allocable to Company shareholders
|
$ | 2,358 | $ | 52,867 | $ | 190,066 | $ | 213,347 | ||||||||
Funds
from operations of the operating partnership, excluding
loss
on impairment of real estate
|
$ | 118,109 | $ | 93,207 | $ | 397,068 | $ | 376,273 | ||||||||
Percentage
allocable to Company shareholders (1)
|
72.63 | % | 56.72 | % | 67.35 | % | 56.70 | % | ||||||||
Funds
from operations allocable to Company shareholders,
excluding
loss on impairment of real estate
|
$ | 85,783 | $ | 52,867 | $ | 267,425 | $ | 213,347 |
(1)
Represents the weighted average number of common shares outstanding for
the period divided by the sum of the weighted average
number
of common shares and the weighted average number of operating partnership
units outstanding during the period. See the
reconciliation
of shares and operating partnership units on page
11.
|
-MORE-
CBL
Reports Fourth Quarter Results
Page
9
February
3, 2010
SUPPLEMENTAL
FFO INFORMATION:
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
(in
thousands, except per share data)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Lease
termination fees
|
$ | 2,871 | $ | 679 | $ | 7,284 | $ | 9,935 | ||||||||
Lease
termination fees per share
|
$ | 0.02 | $ | 0.01 | $ | 0.05 | $ | 0.08 | ||||||||
Straight-line
rental income
|
$ | 1,602 | $ | 2,087 | $ | 7,762 | $ | 6,137 | ||||||||
Straight-line
rental income per share
|
$ | 0.01 | $ | 0.02 | $ | 0.05 | $ | 0.05 | ||||||||
Gains
on outparcel sales
|
$ | 3,791 | $ | 1,111 | $ | 6,136 | $ | 15,963 | ||||||||
Gains
on outparcel sales per share
|
$ | 0.02 | $ | 0.01 | $ | 0.04 | $ | 0.14 | ||||||||
Amortization
of acquired above- and below-market leases
|
$ | 1,109 | $ | 3,950 | $ | 5,561 | $ | 10,735 | ||||||||
Amortization
of acquired above- and below-market leases per share
|
$ | 0.01 | $ | 0.03 | $ | 0.04 | $ | 0.09 | ||||||||
Amortization
of debt premiums
|
$ | 1,623 | $ | 1,991 | $ | 6,980 | $ | 7,909 | ||||||||
Amortization
of debt premiums per share
|
$ | 0.01 | $ | 0.02 | $ | 0.04 | $ | 0.07 | ||||||||
Income
tax benefit (provision)
|
$ | 619 | $ | (738 | ) | $ | 1,222 | $ | (12,056 | ) | ||||||
Income
tax benefit (provision) per share
|
$ | - | $ | (0.01 | ) | $ | 0.01 | $ | (0.10 | ) | ||||||
Loss
on impairment of real estate
|
$ | (114,862 | ) | $ | - | $ | (114,862 | ) | $ | - | ||||||
Loss
on impairment of real estate per share
|
$ | (0.60 | ) | $ | - | $ | (0.73 | ) | $ | - | ||||||
Loss
on impairment of investments
|
$ | (411 | ) | $ | (11,403 | ) | $ | (9,260 | ) | $ | (17,181 | ) | ||||
Loss
on impairment of investments per share
|
$ | - | $ | (0.10 | ) | $ | (0.06 | ) | $ | (0.15 | ) |
-MORE-
CBL
Reports Fourth Quarter Results
Page
10
February
3, 2010
Same-Center
Net Operating Income
(Dollars
in thousands)
Three
Months Ended
December
31,
|
Year Ended
December
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
income (loss) attributable to the Company
|
$ | (52,336 | ) | $ | (4,600 | ) | $ | (14,989 | ) | $ | 31,587 | |||||
Adjustments:
|
||||||||||||||||
Depreciation
and amortization
|
84,317 | 102,369 | 309,682 | 332,475 | ||||||||||||
Depreciation
and amortization from unconsolidated affiliates
|
6,334 | 8,875 | 28,826 | 29,987 | ||||||||||||
Depreciation
and amortization from discontinued operations
|
- | - | - | 892 | ||||||||||||
Noncontrolling
interests' share of depreciation and amortization in
other
consolidated subsidiaries
|
(320 | ) | (15 | ) | (705 | ) | (958 | ) | ||||||||
Interest
expense
|
78,204 | 79,473 | 294,051 | 313,209 | ||||||||||||
Interest
expense from unconsolidated affiliates
|
6,332 | 7,653 | 29,092 | 28,525 | ||||||||||||
Noncontrolling
interests' share of interest expense in
other
consolidated subsidiaries
|
(238 | ) | (135 | ) | (933 | ) | (1,492 | ) | ||||||||
Loss
on extinguishment of debt
|
601 | - | 601 | - | ||||||||||||
Abandoned
projects expense
|
155 | 9,407 | 1,501 | 12,351 | ||||||||||||
Gain
on sales of real estate assets
|
(2,352 | ) | (279 | ) | (3,820 | ) | (12,401 | ) | ||||||||
Gain
on sales of real estate assets of unconsolidated
affiliates
|
(1,433 | ) | (832 | ) | (2,310 | ) | (3,548 | ) | ||||||||
Loss
on impairment of investments
|
411 | 11,403 | 9,260 | 17,181 | ||||||||||||
Loss
on impairment of real estate
|
114,862 | - | 114,862 | - | ||||||||||||
Income
tax (benefit) provision
|
(619 | ) | 738 | (1,222 | ) | 13,495 | ||||||||||
Noncontrolling
interest in earnings (loss) of operating partnership
|
(29,018 | ) | (7,700 | ) | (17,845 | ) | 7,495 | |||||||||
(Gain)
loss on discontinued operations
|
(45 | ) | (10 | ) | 17 | (3,798 | ) | |||||||||
Operating
partnership's share of total NOI
|
204,855 | 206,347 | 746,068 | 765,000 | ||||||||||||
General
and administrative expenses
|
9,830 | 11,973 | 41,010 | 45,241 | ||||||||||||
Management
fees and non-property level revenues
|
(6,488 | ) | (7,651 | ) | (22,711 | ) | (36,255 | ) | ||||||||
Operating
partnership's share of property NOI
|
208,197 | 210,669 | 764,367 | 773,986 | ||||||||||||
NOI
of non-comparable centers
|
(3,470 | ) | (4,925 | ) | (14,779 | ) | (11,946 | ) | ||||||||
Total
same-center NOI
|
$ | 204,727 | $ | 205,744 | $ | 749,588 | $ | 762,040 | ||||||||
Total
same-center NOI percentage change
|
-0.5 | % | -1.6 | % | ||||||||||||
Total
same-center NOI
|
$ | 204,727 | $ | 205,744 | $ | 749,588 | $ | 762,040 | ||||||||
Less
lease termination fees
|
(2,846 | ) | (717 | ) | (7,243 | ) | (9,927 | ) | ||||||||
Total
same-center NOI, excluding lease termination fees
|
$ | 201,881 | $ | 205,027 | $ | 742,345 | $ | 752,113 | ||||||||
Malls
|
$ | 184,549 | $ | 188,527 | $ | 674,157 | $ | 681,796 | ||||||||
Associated
centers
|
7,932 | 7,960 | 31,430 | 33,979 | ||||||||||||
Community
centers
|
3,487 | 3,492 | 13,972 | 14,641 | ||||||||||||
Office
and other
|
5,913 | 5,048 | 22,786 | 21,697 | ||||||||||||
Total
same-center NOI, excluding lease termination fees
|
$ | 201,881 | $ | 205,027 | $ | 742,345 | $ | 752,113 | ||||||||
Percentage
Change:
|
||||||||||||||||
Malls
|
-2.1 | % | -1.1 | % | ||||||||||||
Associated
centers
|
-0.4 | % | -7.5 | % | ||||||||||||
Community
centers
|
-0.1 | % | -4.6 | % | ||||||||||||
Office
and other
|
17.1 | % | 5.0 | % | ||||||||||||
Total
same-center NOI, excluding lease termination fees
|
-1.5 | % | -1.3 | % |
-MORE-
CBL
Reports Fourth Quarter Results
Page
11
February
3, 2010
Company's
Share of Consolidated and Unconsolidated Debt
(Dollars
in thousands)
December
31, 2009
|
||||||||||||
Fixed
Rate
|
Variable
Rate
|
Total
|
||||||||||
Consolidated
debt
|
$ | 4,049,718 | $ | 1,566,421 | $ | 5,616,139 | ||||||
Noncontrolling
interests' share of consolidated debt
|
(23,737 | ) | (928 | ) | (24,665 | ) | ||||||
Company's
share of unconsolidated affiliates' debt
|
404,104 | 190,163 | 594,267 | |||||||||
Company's
share of consolidated and unconsolidated debt
|
$ | 4,430,085 | $ | 1,755,656 | $ | 6,185,741 | ||||||
Weighted
average interest rate
|
5.95 | % | 3.07 | % | 5.13 | % |
December
31, 2008
|
||||||||||||
Fixed
Rate
|
Variable
Rate
|
Total
|
||||||||||
Consolidated
debt
|
$ | 4,608,347 | $ | 1,487,329 | $ | 6,095,676 | ||||||
Noncontrolling
interests' share of consolidated debt
|
(23,648 | ) | (928 | ) | (24,576 | ) | ||||||
Company's
share of unconsolidated affiliates' debt
|
418,761 | 143,468 | 562,229 | |||||||||
Company's
share of consolidated and unconsolidated debt
|
$ | 5,003,460 | $ | 1,629,869 | $ | 6,633,329 | ||||||
Weighted
average interest rate
|
5.96 | % | 2.02 | % | 4.99 | % |
Debt-To-Total-Market
Capitalization Ratio as of December 31, 2009
(In
thousands, except stock price)
Shares
Outstanding
|
Stock
Price (1)
|
Value
|
||||||||||
Common
stock and operating partnership units
|
189,837 | $ | 9.67 | $ | 1,835,724 | |||||||
7.75%
Series C Cumulative Redeemable Preferred Stock
|
460 | 250.00 | 115,000 | |||||||||
7.375%
Series D Cumulative Redeemable Preferred Stock
|
700 | 250.00 | 175,000 | |||||||||
Total
market equity
|
2,125,724 | |||||||||||
Company's
share of total debt
|
6,185,741 | |||||||||||
Total
market capitalization
|
$ | 8,311,465 | ||||||||||
Debt-to-total-market
capitalization ratio
|
74.4 | % |
(1)
|
Stock
price for common stock and operating partnership units equals the closing
price of the common stock on December 31, 2009. The stock price
for the preferred stock represents the liquidation preference of each
respective series of preferred
stock.
|
Reconciliation
of Shares and Operating Partnership Units Outstanding
(In
thousands)
Three
Months Ended
December
31,
|
Year Ended
December
31,
|
|||||||||||||||
2009:
|
Basic
|
Diluted
|
Basic
|
Diluted
|
||||||||||||
Weighted
average shares - EPS
|
137,878 | 137,878 | 106,366 | 106,366 | ||||||||||||
Weighted
average diluted shares for FFO (2)
|
- | 39 | - | 37 | ||||||||||||
Weighted
average operating partnership units
|
51,949 | 51,949 | 51,567 | 51,567 | ||||||||||||
Weighted
average shares- FFO
|
189,827 | 189,866 | 157,933 | 157,970 | ||||||||||||
2008:
|
||||||||||||||||
Weighted
average shares - EPS
|
66,360 | 66,360 | 66,313 | 66,418 | ||||||||||||
Weighted
average diluted shares for FFO (2)
|
- | 34 | - | - | ||||||||||||
Weighted
average operating partnership units
|
50,628 | 50,628 | 50,633 | 50,633 | ||||||||||||
Weighted
average shares- FFO
|
116,988 | 117,022 | 116,946 | 117,051 |
Dividend
Payout Ratio
Three
Months Ended
December
31,
|
Year Ended
December
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Weighted
average dividend per share
|
$ | 0.10371 | $ | 0.37255 | $ | 0.74032 | $ | 2.02396 | ||||||||
FFO
per diluted, fully converted share (3)
|
$ | 0.02 | $ | 0.80 | $ | 1.79 | $ | 3.21 | ||||||||
Dividend
payout ratio
|
518.6 | % | 46.6 | % | 41.4 | % | 63.1 | % |
(2)
|
Because
the Company incurred net losses during the three months ended December 31,
2009 and 2008 and during the year ended December 31, 2009, there are no
potentially dilutive shares recognized in the number of diluted weighted
average shares for EPS purposes for those periods due to their
anti-dilutive nature. However, because FFO was positive during
these periods, the dilutive shares are recognized in the number of diluted
weighted average shares for purposes of calculating FFO per
share.
|
(3)
|
FFO
per diluted, fully converted share for the three months and year ended
December 31, 2009 includes the impact of a non-cash impairment of real
estate of $0.60 and $0.73, respectively, per
share.
|
-MORE-
CBL
Reports Fourth Quarter Results
Page
12
February
3, 2010
Consolidated
Balance Sheets
(Unaudited, in
thousands except share data)
December
31,
|
||||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Real
estate assets:
|
||||||||
Land
|
$ | 956,750 | $ | 902,504 | ||||
Buildings
and improvements
|
7,569,015 | 7,503,334 | ||||||
8,525,765 | 8,405,838 | |||||||
Accumulated
depreciation
|
(1,505,840 | ) | (1,310,173 | ) | ||||
7,019,925 | 7,095,665 | |||||||
Developments
in progress
|
85,110 | 225,815 | ||||||
Net
investment in real estate assets
|
7,105,035 | 7,321,480 | ||||||
Cash
and cash equivalents
|
48,062 | 51,227 | ||||||
Cash
in escrow
|
- | 2,700 | ||||||
Receivables:
|
||||||||
Tenant,
net of allowance
|
73,170 | 74,402 | ||||||
Other
|
8,162 | 12,145 | ||||||
Mortgage
and other notes receivable
|
38,208 | 58,961 | ||||||
Investments
in unconsolidated affiliates
|
186,523 | 207,618 | ||||||
Intangible
lease assets and other assets
|
279,950 | 305,802 | ||||||
$ | 7,739,110 | $ | 8,034,335 | |||||
LIABILITIES,
REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
||||||||
Mortgage
and other indebtedness
|
$ | 5,616,139 | $ | 6,095,676 | ||||
Accounts
payable and accrued liabilities
|
258,333 | 329,991 | ||||||
Total
liabilities
|
5,874,472 | 6,425,667 | ||||||
Commitments
and contingencies
|
||||||||
Redeemable
noncontrolling interests:
|
||||||||
Redeemable
noncontrolling partnership interests
|
22,689 | 18,393 | ||||||
Redeemable
noncontrolling preferred joint venture interest
|
421,570 | 421,279 | ||||||
Total
redeemable noncontrolling interests
|
444,259 | 439,672 | ||||||
Shareholders'
equity:
|
||||||||
Preferred
Stock, $.01 par value, 15,000,000 shares authorized:
|
||||||||
7.75%
Series C Cumulative Redeemable Preferred Stock,
460,000
shares outstanding
|
5 | 5 | ||||||
7.375%
Series D Cumulative Redeemable Preferred Stock,
700,000
shares outstanding
|
7 | 7 | ||||||
Common
Stock, $.01 par value, 180,000,000 shares authorized,
137,888,408 and 66,394,844 issued and outstanding in 2009 and
2008, respectively
|
1,379 | 664 | ||||||
Additional
paid-in capital
|
1,399,654 | 993,941 | ||||||
Accumulated
other comprehensive income (loss)
|
491 | (12,786 | ) | |||||
Accumulated
deficit
|
(283,640 | ) | (193,307 | ) | ||||
Total
shareholders' equity
|
1,117,896 | 788,524 | ||||||
Noncontrolling
interests
|
302,483 | 380,472 | ||||||
Total
equity
|
1,420,379 | 1,168,996 | ||||||
$ | 7,739,110 | $ | 8,034,335 |
-END-