CBL CBL and Associates Properties Inc

CBL & Associates Properties, Inc. (NYSE:CBL): Same center NOI increased 0.9% for the quarter ended March 31, 2008, over the prior-year period, excluding lease termination fees. Portfolio occupancy increased 60 basis points to 91.6% at March 31, 2008 over the prior year period. FFO per share increased 2.6% to $0.80 in the first quarter. Total revenues increased 11.8% during the first quarter. CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the first quarter ended March 31, 2008. 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. Net income available to common shareholders for the quarter ended March 31, 2008, was $6,171,000, compared with $17,401,000�for the prior-year period. Net income available to common shareholders per diluted share was $0.09 for the quarter ended March 31, 2008, compared with $0.26 for the prior-year period. Net income available to common shareholders for the quarter ended March 31, 2008 was primarily impacted by an increase in depreciation expense of $0.15 per share and an increase in interest expense as compared with the prior-year period. Funds from Operations (�FFO�) allocable to common shareholders for the quarter ended March 31, 2008, was $52,927,000, compared with $51,005,000 for the prior-year period, representing an increase of 3.8%. FFO per share on a diluted, fully converted basis increased 2.6% to $0.80 for the quarter ended March 31, 2008, from $0.78 in the prior-year period. FFO of the operating partnership for the quarter ended March 31, 2008, was $92,855,000, compared with $90,757,000 for the prior-year period, representing an increase of 2.3%. HIGHLIGHTS Total revenues increased 11.8% during the quarter ended March 31, 2008, to $278,279,000 from $249,018,000 in the prior-year period. Same-center net operating income for the portfolio (�NOI�), excluding lease termination fees, for the quarter ended March 31, 2008, increased by 0.9% compared with a decline of 1.8% for the prior-year period. Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls for the twelve months ended March 31, 2008, declined 2.7% to $341 per square foot compared with $350 per square foot in the prior-year period. The debt-to-total-market capitalization ratio as of March 31, 2008, was 67.6% based on the common stock closing price of $23.53 and a fully converted common stock share count of 116,941,000 shares as of the same date. The debt-to-total-market capitalization ratio as of March 31, 2007, was 46.8% based on the common stock closing price of $44.84 and a fully converted common stock share count of 116,272,000 shares as of the same date. Consolidated and unconsolidated variable rate debt of $1,278,973,000 represents 13.6% of the total market capitalization for the Company and 20.2% of the Company's share of total consolidated and unconsolidated debt. CBL's Chairman and Chief Executive Officer, Charles B. Lebovitz, said, �Our efforts in 2007 to increase the new development and expansion platform and establish leasing momentum provided a solid foundation for the first quarter of 2008. We were able to start the year with positive same-property NOI growth, improved portfolio and mall occupancy and very strong new and renewal leasing spreads. We have complemented that performance with over $380 million of new financings that we recently announced including a $228 million term loan. These financings provide us with the financial flexibility to sustain this momentum and continue executing our strategic plan. �We celebrate two significant milestones in 2008 with the 30-year anniversary of our founding and the 15-year anniversary of becoming a public company. Throughout these times, we have demonstrated a commitment to delivering positive returns to our shareholders by developing and acquiring malls and shopping centers where we can become the market leader and then adding value to those properties by leveraging our long-standing retailer relationships. This commitment and philosophy has allowed us to succeed in all economic cycles. We expect similar results in 2008.� � PORTFOLIO OCCUPANCY � � March 31, 2008 � � 2007 Portfolio occupancy � � � 91.6 % � � � 91.0 % Mall portfolio 91.3 % 91.2 % Stabilized malls 91.4 % 91.5 % Non-stabilized malls 89.2 % 84.7 % Associated centers 94.9 % 92.0 % Community centers 90.0 % 80.7 % DISPOSITIONS In April 2008, CBL completed the sale of five community centers located in Greensboro, NC for approximately $24.0 million to three separate buyers. The community centers included Brassfield Square, Hunt Village, Northwest Centre, Caldwell Court and Garden Square. As a result of these sales, CBL expects to record a $1.5 million gain on sale of real estate in net income during the second quarter. FINANCINGS During the first quarter, the 50/50 joint venture between CBL and an institutional investor advised by Commonwealth Realty Advisors, Inc. entered into a $100.0 million, interest-only non-recourse five-year loan secured by Friendly Center and six adjacent office buildings in Greensboro, NC. The loan has a fixed interest rate of 5.33%. The joint venture also completed a $15.7 million, interest-only non-recourse five-year loan secured by Renaissance Center in Durham, NC. The loan has a fixed interest rate of 5.22%. CBL also entered into a separate one-year extension of the $39.6 million, non-recourse loan secured by Oak Hollow Mall in High Point, NC. The extension maintains the interest rate of 7.31%. CBL has the option to further extend the loan for an additional five years. Subsequent to the quarter-end, CBL entered into a new, unsecured term facility for up to $228.0 million. The facility will have an initial term of three years with two one-year extensions at the Company�s option and will bear interest based on leverage (debt to gross asset value) in the range of 150 to 180 basis points over the LIBOR. The proceeds were used to pay down outstanding balances on the Company's lines of credit, providing CBL with additional financial flexibility. The banks participating in the new term loan include Wells Fargo Bank as Lead Arranger; Aareal Capital Corporation, Regions Bank, US Bank, Fifth Third Bank and Raymond James Bank. OTHER SIGNIFICANT EVENTS During the first quarter, CBL announced that it had been awarded management and other contracts for Ford City Mall in Chicago, IL, and Adrian Mall in Adrian, MI. Ford City Mall and Adrian Mall are owned by Equity Group Investments, Inc., the private investment firm founded by Sam Zell. OUTLOOK AND GUIDANCE Based on today's outlook and the Company's first quarter results the Company is maintaining guidance for 2008 FFO in the range of $3.46 to $3.56 per share. The full year guidance assumes same-center NOI growth in the range of 0.0% to 2.0%, excluding lease termination fees from both applicable periods. The guidance also assumes $0.12 to $0.16 of outparcel sales for the year. The Company expects to update its annual guidance after each quarter's results. � � Low � � High Expected diluted earnings per common share $ 0.77 $ 0.87 Adjust to fully converted shares from common shares � (0.33 ) � (0.38 ) Expected earnings per diluted, fully converted common share 0.44 0.49 Add: depreciation and amortization 2.69 2.69 Add: minority interest in earnings of Operating Partnership � 0.33 � � 0.38 � Expected FFO per diluted, fully converted common share $ 3.46 � $ 3.56 � � INVESTOR CONFERENCE CALL AND SIMULCAST CBL & Associates Properties, Inc. will conduct a conference call at 10:00 a.m. EDT on Thursday, May 1, 2008, to discuss the first quarter results. The number to call for this interactive teleconference is (303)�262-2130. A seven-day replay of the conference call will be available by dialing (303)�590-3000 and entering the passcode 11110988#. 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., first quarter earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8292. The Company will also provide an online Web simulcast and rebroadcast of its 2008 first 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, as well as www.streetevents.com and www.earnings.com, on May 1, 2008, beginning at 10:00 a.m. EDT. The online replay will follow shortly after the call and continue through May 8, 2008. 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 158 properties, including 86 regional malls/open-air centers. The properties are located in 27 states and total 84.7 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has fifteen projects under construction totaling 4.0 million square feet including Pearland Town Center, Houston (Pearland), TX; Settlers Ridge in Pittsburgh, PA; The Pavilion at Port Orange in Port Orange, FL; Hammock Landing in West Melbourne, FL; two lifestyle/associated centers, eight expansions/redevelopments, and one community center. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas, TX, and St. Louis, MO. Additional information can be found at cblproperties.com. NON-GAAP FINANCIAL MEASURES Funds From Operations FFO is a widely used measure of the operating performance of real estate companies that supplements net income determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (�NAREIT�) defines FFO as net income (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 minority interests. Adjustments for unconsolidated partnerships and joint ventures and minority interests are calculated on the same basis. The Company defines FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. The Company�s method of calculating FFO allocable to 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 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 minority interest in the operating partnership. The Company believes FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income available to common shareholders. In the reconciliation of net income available to common shareholders to FFO allocable to common shareholders, the Company makes an adjustment to add back minority 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 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. 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 for purposes of evaluating the Company�s operating performance or to cash flow as a measure of liquidity. Same-Center Net Operating Income 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 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 minority investors' 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. � CBL & Associates Properties, Inc. Consolidated Statements of Operations (Unaudited; in thousands, except per share amounts) � � Three Months Ended March 31, 2008 � � 2007 REVENUES: Minimum rents $ 172,032 $ 154,249 Percentage rents 4,990 6,482 Other rents 5,011 4,415 Tenant Reimbursements 86,279 77,671 Management, development and leasing fees 2,938 1,221 Other � 7,029 � � 4,980 � Total revenues � 278,279 � � 249,018 � � EXPENSES: Property operating 48,024 43,065 Depreciation and amortization 73,616 56,608 Real estate taxes 23,855 20,646 Maintenance and repairs 17,718 15,291 General and administrative 12,531 10,197 Other � 6,999 � � 3,639 � Total expenses � 182,743 � � 149,446 � Income from operations 95,536 99,572 Interest and other income 2,727 2,745 Interest expense (80,224 ) (66,127 ) Loss on extinguishment of debt - (227 ) Gain on sales of real estate assets 3,076 3,530 Equity in earnings of unconsolidated affiliates 979 598 Income tax provision (357 ) (803 ) Minority interest in earnings: Operating partnership (4,742 ) (13,563 ) Shopping center properties � (6,049 ) � (730 ) Income from continuing operations 10,946 24,995 Operating income of discontinued operations 680 103 Loss on discontinued operations � - � � (55 ) Net income 11,626 25,043 Preferred dividends � (5,455 ) � (7,642 ) Net income available to common shareholders $ 6,171 � $ 17,401 � Basic per share data: Income from continuing operations, net of preferred dividends $ 0.08 $ 0.27 Discontinued operations � 0.01 � � - � Net income available to common shareholders $ 0.09 � $ 0.27 � Weighted average common shares outstanding 65,897 65,109 � Diluted per share data: Income from continuing operations, net of preferred dividends $ 0.26 Discontinued operations � 0.01 � � - � Net income available to common shareholders $ 0.09 � $ 0.26 � Weighted average common and potential dilutive common shares outstanding 66,109 65,886 � � � The Company's calculation of FFO allocable to Company shareholders is as follows: (in thousands, except per share data) Three Months Ended March 31, 2008 2007 � Net income available to common shareholders $ 6,171 $ 17,401 Minority interest in earnings of operating partnership 4,742 13,563 Depreciation and amortization expense of: Consolidated properties 73,616 56,608 Unconsolidated affiliates 6,677 3,504 Discontinued operations 2,240 460 Non-real estate assets (243 ) (228 ) Minority investors' share of depreciation and amortization (348 ) (606 ) Loss on discontinued operations � - � � 55 � Funds from operations of the operating partnership $ 92,855 � $ 90,757 � � Funds from operations per diluted share $ 0.80 � $ 0.78 � Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted 116,744 116,636 � Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders: Funds from operations of the operating partnership $ 92,855 $ 90,757 Percentage allocable to Company shareholders (1) � 56.55 % � 56.20 % Funds from operations allocable to Company shareholders $ 52,510 � $ 51,005 � � (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 outstanding on page 9. � � SUPPLEMENTAL FFO INFORMATION: Lease termination fees $ 1,460 $ 3,369 Lease termination fees per share $ 0.01 $ 0.03 � Straight-line rental income $ 1,413 $ 1,124 Straight-line rental income per share $ 0.01 $ 0.01 � Gains on outparcel sales $ 3,360 $ 3,799 Gains on outparcel sales per share $ 0.03 $ 0.03 � Amortization of acquired above- and below-market leases $ 2,597 $ 2,930 Amortization of acquired above- and below-market leases per share $ 0.02 $ 0.03 � Amortization of debt premiums $ 1,975 $ 1,902 Amortization of debt premiums per share $ 0.02 $ 0.02 � Income tax provision $ 357 $ 803 Income tax provision per share $ - $ 0.01 � � � Same-Center Net Operating Income (Dollars in thousands) � Three Months Ended March 31, 2008 2007 � Net income $ 11,626 $ 25,043 � Adjustments: Depreciation and amortization 73,616 56,608 Depreciation and amortization from unconsolidated affiliates 6,677 3,504 Depreciation and amortization from discontinued operations 2,240 460 Minority investors' share of depreciation and amortization in shopping center properties (348 ) (606 ) Interest expense 80,224 66,127 Interest expense from unconsolidated affiliates 6,626 4,192 Minority investors' share of interest expense in shopping center properties (448 ) (1,187 ) Loss on extinguishment of debt - 227 Abandoned projects expense 1,713 48 Gain on sales of real estate assets (3,076 ) (3,530 ) Gain on sales of real estate assets of unconsolidated affiliates (284 ) (269 ) Income tax provision 357 803 Minority interest in earnings of operating partnership 4,742 13,563 Loss on discontinued operations � - � � 55 � Operating partnership's share of total NOI 183,665 165,038 General and administrative expenses 12,531 10,197 Management fees and non-property level revenues � (8,429 ) � (6,690 ) Operating partnership's share of property NOI 187,767 168,545 NOI of non-comparable centers � (21,466 ) � (1,199 ) Total same-center NOI $ 166,301 � $ 167,346 � � Malls $ 152,781 $ 154,574 Associated centers 8,110 8,085 Community centers 1,849 1,384 Other � 3,561 � � 3,303 � Total same-center NOI 166,301 167,346 Less lease termination fees � (811 ) � (3,369 ) Total same-center NOI, excluding lease termination fees $ 165,490 � $ 163,977 � � Percentage Change: Malls -1.2 % Associated centers 0.3 % Community centers 33.6 % Other � 7.8 % Total same-center NOI � -0.6 % Total same-center NOI, excluding lease termination fee � 0.9 % � Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands) � � March 31, 2008 Fixed Rate � Variable Rate � Total Consolidated debt $ 4,673,477 $ 1,216,143 $ 5,889,620 Minority investors' share of consolidated debt (24,073 ) (3,043 ) (27,116 ) Company's share of unconsolidated affiliates' debt � 410,759 � � 65,873 � � 476,632 � Company's share of consolidated and unconsolidated debt $ 5,060,163 � $ 1,278,973 � $ 6,339,136 � Weighted average interest rate � 5.79 % � 3.75 % � 5.38 % � March 31, 2007 Fixed Rate Variable Rate Total Consolidated debt $ 3,877,689 $ 836,753 $ 4,714,442 Minority investors' share of consolidated debt (24,703 ) - (24,703 ) Company's share of unconsolidated affiliates' debt � 208,730 � � 29,902 � � 238,632 � Company's share of consolidated and unconsolidated debt $ 4,061,716 � $ 866,655 � $ 4,928,371 � Weighted average interest rate � 5.93 % � 6.22 % � 5.98 % � � Debt-To-Total-Market Capitalization Ratio as of March 31, 2008 (In thousands, except stock price) � Shares Outstanding Stock Price(1) Value Common stock and operating partnership units 116,941 $ 23.53 $ 2,751,622 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 3,041,622 Company's share of total debt � 6,339,136 � Total market capitalization $ 9,380,758 � Debt-to-total-market capitalization ratio � 67.6 % � (1) Stock price for common stock and operating partnership units equals the closing price of the common stock on March 31, 2008. 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 March 31, 2008: Basic Diluted Weighted average shares - EPS 65,897 66,109 Weighted average operating partnership units � 50,634 � � 50,635 � Weighted average shares- FFO � 116,531 � � 116,744 � � 2007: Weighted average shares - EPS 65,109 65,886 Weighted average operating partnership units � 50,749 � � 50,750 � Weighted average shares- FFO � 115,858 � � 116,636 � � � Dividend Payout Ratio Three Months Ended March 31, 2008 2007 Weighted average dividend per share $ 0.55047 $ 0.51032 FFO per diluted, fully converted share $ 0.80 � $ 0.78 � Dividend payout ratio � 69.2 % � 65.4 % � Consolidated Balance Sheets (Unaudited, in thousands except share data) � � March 31, 2008 � December 31, 2007 ASSETS Real estate assets: Land $ 868,233 $ 917,578 Buildings and improvements � 7,207,622 � � 7,263,907 � 8,075,855 8,181,485 Less: accumulated depreciation � (1,157,209 ) � (1,102,767 ) 6,918,646 7,078,718 Held for sale 161,298 - Developments in progress � 308,467 � � 323,560 � Net investment in real estate assets 7,388,411 7,402,278 Cash and cash equivalents 65,742 65,826 Cash in escrow 2,640 - Receivables: Tenant, net of allowance 68,506 72,570 Other 11,233 10,257 Mortgage notes receivable 40,849 135,137 Investments in unconsolidated affiliates 195,397 142,550 Intangible lease assets and other assets � 256,170 � � 276,429 � $ 8,028,948 � $ 8,105,047 � � LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage and other notes payable $ 5,889,620 $ 5,869,318 Accounts payable and accrued liabilities � 363,043 � � 394,884 � Total liabilities � 6,252,663 � � 6,264,202 � Commitments and contingencies Minority interests � 888,510 � � 920,297 � 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, 66,306,773 and 66,179,747 issued and outstanding in 2008 and 2007, respectively � 663 662 Additional paid-in capital 999,468 990,048 Accumulated other comprehensive loss (12,329 ) (20 ) Accumulated deficit � (100,039 ) � (70,154 ) Total shareholders' equity � 887,775 � � 920,548 � $ 8,028,948 � $ 8,105,047 �