EX-99.11 4 cbl877123d.txt UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA EXHIBIT 99.11 PRO FORMA CONSOLIDATED FINANCIAL DATA Pro forma consolidated statement of operations for the nine months ended September 30, 2000 (unaudited) 3 Pro forma consolidated statement of operations for the year ended December 31, 1999 (unaudited) 5 Pro forma consolidated balance sheet as of September 30, 2000 (unaudited) 7 1 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA The following unaudited pro forma consolidated financial statements are based on the historical consolidated financial statements of CBL & Associates Properties, Inc. (the "Company") and the properties, consolidated and adjusted to give effect to the acquisition and the transactions contemplated thereby (including any related financing), as described in the notes thereto. Certain amounts in the financial statements of the properties have been reclassified to conform to the Company's presentation. These statement should be read in conjunction with (1) the audited historical financial statements and notes thereto of the Company for the year ended December 31, 1999, which are incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1999, (2) the unaudited historical financial statements and notes thereto of the Company for the period ended September 30, 2000, which are incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, and (3) the historical financial statement of the properties included elsewhere in this Form 8-K/A. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2000 and for the year ended December 31, 1999 present the results for our Company and the properties as if the acquisition had occurred at the beginning of the earliest period presented. The accompanying unaudited pro forma consolidated balance sheet as of September 30, 2000 gives effect to the acquisition as of that date. The pro forma financial statements assume that the closing of all interests in the properties occured at such time, rather than over a period of time as contemplated for certain properties. See "The Master Contribution Agreement -- Structure of the Acquisition - Multiple Contributions." The pro forma statements include interests purchased from non-Jacobs partners in the following properties:

Interests Purchased from Non- All Jacobs Interests Entity Property Partners Purchased ------ -------- --------- --------- Eastgate Company Eastgate Mall and Crossings 46.15% 100.00% Jefferson Mall Company Jefferson Mall 12.75 100.00 Kentucky Oaks Mall Company Kentucky Oaks Mall 10.00 50.00 Midland Venture Limited Partnership Midland Mall 60.00 100.00

The pro forma adjustments are based upon preliminary estimates, information currently available and certain assumptions that management believes are reasonable under the circumstances. The Company's actual consolidated financial statements will reflect the effects of the acquisition on and after the applicable closing date rather than the dates indicated above. The unaudited pro forma consolidated financial statements neither purport to represent what the consolidated results of operations or financial condition actually would have been had the acquisition and related transactions in fact occurred on the assumed date, nor do they purport to project the consolidated results of operations and financial position for any future period. The acquisition will be accounted for by the purchase method and, therefore, assets and liabilities of the properties will be recorded based on their estimated fair values. Allocations included in the pro forma statements are based on analysis which is not yet completed. 2 CBL & ASSOCIATES PROPERTIES, INC. For The Nine Months Ended September 30, 2000 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts)

CBL Jacobs Pro Forma Pro Forma Historical Properties Adjustments (a) Adjustments (b) Consolidated ---------- ---------- --------------- --------------- ------------ Revenues: Minimum rents $167,806 $100,975 $(16,983) $ -- $251,798 Percentage rents 7,458 4,025 (503) -- 10,980 Other rents 2,668 1,440 (48) -- 4,060 Tenant reimbursements 78,757 43,793 (6,905) -- 115,645 Management development and leasing fees 3,135 -- -- 260 (c) 3,395 Interest and other 3,663 1,030 (342) -- 4,351 -------- -------- --------- --------- -------- Total revenues 263,487 151,263 (24,781) 260 390,229 -------- -------- --------- --------- -------- Expenses: Property operating 41,698 24,342 (3,019) -- 63,021 Depreciation and amortization 45,002 -- -- 17,042 (d) 62,044 Real estate taxes 22,501 12,558 (3,213) -- 31,846 Maintenance and repairs 14,703 12,746 (1,469) -- 25,980 General and administrative 13,120 -- -- -- 13,120 Interest 70,562 -- -- 53,805 (e) 124,367 Other 62 -- -- -- 62 -------- -------- --------- --------- -------- Total expenses 207,648 49,646 (7,701) 70,847 320,440 -------- -------- --------- --------- -------- Income from operations 55,839 101,617 (17,080) (70,587) 69,789 Gain on sales of real estate assets 13,275 -- -- -- 13,275 Equity in earnings of unconsolidated affiliates 2,585 -- 10,337 (6,934)(f) 5,988 Minority interest in earnings: Operating partnership (21,346) -- -- (19,975)(g) (41,321) Shopping center properties (1,022) -- (2,187) 2,165 (h) (1,044) -------- -------- --------- --------- -------- Net Income before extraordinary item 49,331 101,617 (8,930) (95,331) 46,687 Preferred dividends (4,851) -- -- -- (4,851) -------- -------- --------- --------- -------- Net income before extraordinary item available to common shareholders $44,480 $101,617 $(8,930) $(95,331) $41,836 ======== ======== ========= ========= ======== Basic per share data: Net income $ 1.79 $ 1.68 ======== ======== Weighted average common shares outstanding: 24,845 24,845 Diluted per share data: Net income $ 1.78 $ 1.67 ======== ======== Weighted average common shares and potential dilutive common shares outstanding 24,983 24,983 (a) Reflects adjustments to record Jacobs' investments in certain joint ventures under the equity method of accounting. These joint ventures include East Towne Mall, Kentucky Oaks Mall and West Towne Mall. The proportionate results of these properties are recorded in equity in earnings of unconsolidated affiliates. Minority interest in earnings consists of the non-acquired partners' interests in Cary Mall and Columbia Mall. 3 (b) The pro forma information does not include any incremental general and administrative costs to be incurred in connection with the acquisition of the Jacobs properties. (c) Represents management fees earned from properties accounted for under the equity method of accounting. (d) Represents depreciation expense on acquired assets over 40 years. (e) Represents actual interest expense on $726.1 million of assumed debt, amortization of credit fees and interest expense on the $120 million acquisition loan for the nine months ended September 30, 2000. The average interest rate for the period is assumed to be 7.8%. This balance sheet debt of $726.1 million, plus the share of debt accounted for under the equity method of accounting of $66.0 million, less the share of debt of non-acquired partners of $20.8 million, equals the $771.3 million of debt assumed as part of the transaction. (f) Represents adjustments to properties accounted for under the equity method of accounting for depreciation of $2,262 management fees of $531 and interest expense of $4,141 on Jacobs' share of debt of $66.0 million. (g) Represents pro forma minority interest in earnings of the Operating Partnership as if the SCUs were issued on January 1, 2000. (h) Represents minority interest in pro forma adjustments for depreciation of $419, management fees of $156 and interest expense of $1,590.

4 CBL & ASSOCIATES PROPERTIES, INC. For The Year Ended December 31, 1999 PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts)

CBL Jacobs Pro Forma Pro Forma Historical Properties Adjustments (a) Adjustments (b) Consolidated ---------- ---------- --------------- --------------- ------------ Revenues: Minimum rents $203,022 $132,955 $ (23,078) $ -- $312,899 Percentage rents 7,356 9,684 (1,220) -- 15,820 Other rents 5,442 1,794 (237) -- 6,999 Tenant reimbursements 89,774 59,025 (9,461) -- 139,338 Management development and leasing fees 7,818 -- -- 851 (c) 8,669 Interest and other 4,191 1,006 (264) -- 4,933 -------- -------- --------- -------- -------- Total revenues 317,603 204,464 (34,260) 851 488,658 -------- -------- --------- -------- -------- Expenses: Property operating 50,832 31,996 (3,244) -- 79,584 Depreciation and amortization 53,551 -- -- 22,723 (d) 76,274 Real estate taxes 27,580 16,630 (4,139) -- 40,071 Maintenance and repairs 17,783 17,326 (1,687) -- 33,422 General and administrative 16,214 -- -- -- 16,214 Interest 82,505 -- -- 69,857 (e) 152,362 Other 1,674 -- -- -- 1,674 -------- -------- --------- -------- -------- Total expenses 250,139 65,952 (9,070) 92,580 399,601 -------- -------- --------- -------- -------- Income from operations 67,464 138,512 (25,190) (91,729) 89,057 Gain on sale of real estate assets 8,357 -- -- -- 8,357 Equity in earnings of unconsolidated affiliates 3,263 -- 14,905 (9,315)(f) 8,853 Minority interest in earnings: Operating partnership (23,264) -- -- (25,588)(g) (48,852) Shopping center properties (1,225) -- (2,947) 2,759 (h) (1,413) -------- -------- --------- -------- -------- Net income 54,595 138,512 (13,232) (123,873) 56,002 Preferred dividends (6,468) -- -- -- (6,468) -------- -------- --------- -------- -------- Net income available to common shareholders $ 48,127 $138,512 ($13,232) ($123,873) $ 49,534 ======== ======== ========= ======== ======== Basic per share data: Net income $ 1.95 $ 2.01 ========= ======== Weighted average common shares 24,647 24,647 outstanding: Diluted per share data: Net income $ 1.94 $ 1.99 ======== ======== Weighted average common shares and potential dilutive common shares outstanding 24,834 24,834 (a) Reflects adjustments to record Jacobs' investments in certain joint ventures under the equity method of accounting. These joint ventures include East Towne Mall, Kentucky Oaks Mall and West Towne Mall. The proportionate results of these properties is recorded in equity in earnings of unconsolidated affiliates. Minority interest in earnings consists of the non-acquired partners' interests in Cary Mall and Columbia Mall. 5 (b) The pro forma information does not include any incremental general and administrative costs to be incurred in connection with the acquisition of the Jacobs properties. (c) Represents management fees earned from properties accounted for under the equity method of accounting. (d) Represents depreciation expense on acquired assets over 40 years. (e) Represents actual interest expense on $726.1 million of assumed debt, amortization of credit fees and interest expense on the $120 million acquisition loan for the year ended December 31, 1999. The average interest rate for the period is assumed to be 6.9%. This balance sheet debt of $726.1 million, plus the share of debt accounted for under the equity method of accounting of $66.0 million, less the share of debt of non-acquired partners of $20.8 million, equals the $771.3 million of debt being assumed as part of the transaction. (f) Represents adjustments to properties accounted for under the equity method of accounting for depreciation of $3,013 management fees of $708 and interest expense of $5,595 on Jacobs' share of debt of $66.0 million. (g) Represents pro forma minority interest in earnings of the Operating Partnership as if the SCUs were issued on January 1, 1999. (h) Represents minority interest in pro forma adjustments for depreciation of $558, management fees of $200 and interest expense of $2,001.

6 CBL & ASSOCIATES PROPERTIES, INC. As of September 30, 2000 PROFORMA CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)

Pro Forma CBL Acquisition Pro Forma Historical Adjustments (a) Consolidated ---------- --------------- ------------ ASSETS REAL ESTATE ASSETS: Land $ 284,764 $ 215,653 $ 500,417 Building and improvements 1,857,567 908,927 2,766,494 ---------- ---------- ---------- 2,142,331 1,124,580 3,266,911 Less: Accumulated depreciation (259,467) -- (259,467) ---------- ---------- ---------- 1,882,864 1,124,580 3,007,444 Developments in progress 129,982 -- 129,982 ---------- ---------- ---------- Net investment in real estate assets 2,012,846 1,124,580 3,137,426 CASH AND CASH EQUIVALENTS 5,544 -- 5,544 CASH IN ESCROW 9,751 2,697 12,448 RECEIVABLES: Tenant net of allowance for doubtful accounts of $1,854 27,904 -- 27,904 Other 3,296 -- 3,296 INVESTMENT IN UNCONSOLIDATED AFFILIATES (3,586) 71,128 67,542 MORTGAGE NOTES RECEIVABLE 8,694 6,913 15,607 OTHER ASSETS 18,537 4,390 22,927 ---------- ---------- ---------- $2,082,986 $1,209,708 $3,292,694 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY MORTGAGE NOTES PAYABLE $1,399,326 $ 846,098 $2,245,424 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 59,245 13,465 72,710 ---------- ---------- ---------- Total liabilities 1,458,571 859,563 2,318,134 ---------- ---------- ---------- COMMITMENTS AND CONTINGENCIES MINORITY INTEREST 180,326 427,700 608,026 ---------- ---------- ---------- SHAREHOLDERS' EQUITY: Preferred stock, $.01 par value, 5,000,000 Shares authorized, 2,875,000 shares issued and outstanding 29 -- 29 Common stock, $.01 par value. 95,000,000 shares authorized, 25,012,707 shares issued and outstanding 250 -- 250 Additional paid-in capital 461,205 (77,555) 383,650 Accumulated deficit (17,395) -- (17,395) ---------- ---------- ---------- Total shareholders' equity 444,089 (77,555) 366,534 ---------- ---------- ---------- $2,082,986 $1,209,708 $3,292,694 ========== ========== ========== (a) Represents the acquisition of the properties and allocation of the consideration to assets acquired and liabilities assumed.

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