-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DwbD4pUeCWcPWqMWm1qeYv/jr/cI5SMrSgECondEzegGPX19Qe5M+OXm28N+7zmH 3uLXY4Z03fs5LY7SrHx1mQ== 0000910612-98-000016.txt : 19981111 0000910612-98-000016.hdr.sgml : 19981111 ACCESSION NUMBER: 0000910612-98-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981110 ITEM INFORMATION: FILED AS OF DATE: 19981110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-12494 FILM NUMBER: 98742358 BUSINESS ADDRESS: STREET 1: ONE PARK PLACE STREET 2: 6148 LEE HWY SUITE 300 CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 61048 LEE HIGHWAY SUITE 300 STREET 2: ONE PARK PLACE CITY: CHATTANOOGA STATE: TN ZIP: 37421 8-K/A 1 CBL & ASSOCIATES PROPERTIES, INC. FORM 8-K/A, 11/10/98 Securities Exchange Act of 1934 -- Form 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT : NOVEMBER 10, 1998 - ------------------------------------------------------------------ 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) ONE PARK PLACE, 6148 LEE HIGHWAY, CHATTANOOGA, TENNESSEE 37421 - ------------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (423) 855-0001 - ------------------------------------------------------------------ CBL & ASSOCIATES PROPERTIES, INC. ITEM 2 ACQUISITION OF ASSETS ACQUISITION OF TWO MALLS On August 27, 1998, CBL & Associates Properties, Inc. (the "Registrant"), through its Operating Partnership, entered into Contribution and Exchange Agreements (the "Contribution and Exchange Agreements") with Samuel's & Associates, Inc., an unaffiliated party ("Transferor"), pursuant to which Transferor contributed two malls, Meridian Mall in Oskemos (Lansing), Michigan and Janesville Mall in Janesville, Wisconsin (the "Properties") to the Operating Partnership in exchange for Operating Partnership Units, the agreement of the Operating Partnership to take title to the Properties subject to certain existing indebtedness and the agreement of the Operating Partnership to refinance such existing indebtedness. The properties total approximately 1.4 million square feet of Gross Leasable Area ("GLA"). The following table contains certain information concerning each of the Properties: Mall Average Mall Store Center GLA Sales per foot Occupancy(1) - ------------------- ----------- -------------- ------------ Meridian Mall 766,960 $277 92% Janesville Mall 614,658 290 87% - ------------------- (1) Tenants in occupancy and paying rent on September 30, 1998. The aggregate transaction value was approximately $138 million (before closing costs, deferred maintenance and closing adjustments). Concurrently with the execution of the Contribution and Exchange Agreements, the Registrant obtained a loan from US Bank Corp. for the refinancing of Meridian Mall's existing indebtedness for a two year term at a variable rate in the principal amount of $80 million. The Registrant issued a total of 2,118,299 Operating Partnership Units valued at $25 per share for the Properties and assumed a $17.1 million mortgage on Janesville Mall. Excess loan proceeds of $12.1 million were used to pay down the Registrant's credit lines. Material factors considered by the Registrant in assessing the Properties include historical net operating income, occupancy and rental rates, the prospects for new leasing and the ability to raise occupancy and rental rates. The Registrant also considered the capital expenditures necessary to maintain the Properties in class A condition, the capitalization rates for comparable real estate and the ability to reduce expenses through self management of the Properties. The registrant after reasonable inquiry is not aware of any material factors relating to the Properties other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results. The description contained herein of the acquisition transaction described above does not purport to be complete and is qualified in its entirety by reference to the Contribution and Exchange Agreements which are filed as an exhibit hereto. 2 ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Independent Auditors' Report - Janesville Mall F-1 Statement of Excess Revenues over Specific Operating Expenses for Janesville Mall for the Year Ended December 31, 1997 F-2 Notes to Financial Statement for Janesville Mall F-3 Independent Auditors' Report - Meridian Mall F-5 Statement of Excess Revenues over Specific Operating Expenses for Meridian Mall for the Year Ended December 31, 1997 F-6 Notes to Financial Statement for Meridian Mall F-7 B) PRO FORMA FINANCIAL INFORMATION OF REGISTRANT Pro forma consolidated statement of operations for the Year ended December 31, 1997 F-9 Pro forma consolidated statement of operations for the Six Months ended June 30, 1998 F-11 Pro forma consolidated balance sheet as of June 30, 1998 F-13 A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Independent Auditors' Report The Board of Directors and Stockholders of CBL & Associates Properties, Inc.: We have audited the accompanying statement of excess revenues over specific operating expenses (defined as operating revenues less direct operating expenses) of Janesville Mall for the year ended December 31, 1997. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of excess revenues over specific operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of excess revenues over specific operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of excess revenues over specific operating expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of excess revenues over specific operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in current reports on Form 8-K of CBL & Associates Properties, Inc. as described in Note 2. The presentation is not intended to be a complete presentation of Janesville Mall's revenues and expenses. In our opinion, the statement of excess revenues over specific operating expenses referred to above presents fairly, in all material respects, the excess revenues over specific operating expenses described in Note 2, of Janesville Mall for the year ended December 31, 1997, in conformity with generally accepted accounting standards. October 20, 1998 F-1 JANESVILLE MALL STATEMENT OF EXCESS REVENUES OVER SPECIFIC OPERATING EXPENSES YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) Year Ended Six Months December 31, Ended June 30, 1997 1998 ------------ ------------- (Unaudited) Revenues: Minimum rent $ 3,015,516 $1,471,000 Percentage Rent 346,026 129,000 Tenant reimbursements 1,135,537 665,000 Lease Buy-outs 11,702 0 ------------ ----------- Total revenues 4,508,781 2,265,000 Specific Operating Expenses: Property operating 624,605 245,000 Maintenance & repairs 748,957 324,000 Real estate taxes 491,535 245,000 ------------ ----------- Total Specific Operating Expenses 1,865,097 814,000 ------------ ----------- Excess of revenues over specific operating expenses $ 2,643,684 $1,451,000 ============ =========== See accompanying notes to statement of excess revenues over specific operating expenses F-2 Janesville Mall Notes to Statement of Excess Revenues over Specific Operating Expenses December 31, 1997 (1) Business The accompanying statement of excess revenues over specific operating expenses relates to the operations of Janesville Mall (the Property), a 614,658 square foot, a multi-tenanted shopping center located in Janesville, Wisconsin. The property was acquired by CBL & Associates Properties, Inc. on August 27, 1998. (2) Summary of Significant Accounting Policies (a) Basis of Accounting The accompanying statement of excess of revenues over specific operating expenses is presented on the accrual basis. This statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired. Accordingly, the statement excludes certain historical expenses not comparable to the operations of the Property after acquisitions such as depreciation and interest on mortgage debt. (b) Revenue Recognition All leases are classified as operating leases, and minimum rents are recognized monthly based on the terms of the lease. Tenant charges for real estate taxes, common area maintenance, and insurance are adjusted annually based on actual expenses, and the related revenues are recognized in the year in which the expenses are incurred. Most tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. Overage rents are recognized as revenues based on reported and estimated sales for each tenant through December 31, less a proration of the base sales amount. Differences between estimated and actual amounts, if any, are recognized in subsequent years. (c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) Management and Leasing Fees The Property was managed by a third party during 1997, therefore, no management fees have been included in property expenses. CBL & Associates Properties, Inc. will manage the property subsequent to the acquisition. F-3 (4) Leases The leases generally provide for a fixed minimum rent, overage rent based on sales, and charges for certain operating expenses. Lease terms generally range from 3 to 30 years. Minimum rents are scheduled as follows: 1998 $ 2,743,705 1999 2,380,961 2000 2,054,921 2001 1,149,935 2002 950,827 Thereafter 2,119,480 ------------ Total $ 11,399,829 ============ F-4 Independent Auditors' Report The Board of Directors and Stockholders of CBL & Associates Properties, Inc.: We have audited the accompanying statement of excess revenues over specific operating expenses (defined as operating revenues less direct operating expenses) of Meridian Mall Shopping Center for the year ended December 31, 1997. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of excess revenues over specific operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of excess revenues over specific operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of excess revenues over specific operating expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of excess revenues over specific operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the current report on Form 8-K of CBL & Associates Properties, Inc., as described in Note 2. The presentation is not intended to be a complete presentation of revenues and expenses. In our opinion, the statement of excess revenues over specific operating expenses referred to above presents fairly, in all material respects, the excess revenues over specific operating expenses described in Note 2, of Meridian Mall Shopping Center for the year ended December 31, 1997, in conformity with generally accepted accounting principles. September 25, 1998 F-5 MERIDIAN MALL STATEMENT OF EXCESS REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) Operating Year Ended Six Months December 31, Ended June 30, 1997 1998 ------------ ------------- (Unaudited) Revenues: Minimum rent $ 8,373,079 $4,110,000 Percentage Rent 429,856 269,000 Tenant reimbursements 5,090,259 2,749,000 Lease Buy-outs 251,593 0 ------------ ------------ Total revenues 14,144,787 7,128,000 Specific Operating Expenses: Property operating 3,465,678 1,457,000 Maintenance & repairs 690,524 982,000 Real estate taxes 590,120 306,000 ------------ ------------ Total Specific Operating Expenses 4,746,322 2,745,000 ------------ ------------ Excess of revenues over specific operating expenses $ 9,398,465 $4,383,000 ============ ============ See accompanying notes to statement of excess revenues over specific operating expenses F-6 Meridian Mall Notes to Statement of Excess Revenues over Specific Operating Expenses December 31, 1997 (1) Business The accompanying Statement of Excess Revenues Over Specific Operating Expenses relates to the operations of Meridian Mall (the Property), a 766,960 square foot, multi-tenanted shopping center located in Meridian Township, Michigan. The property was acquired by CBL & Associates Properties, Inc., on August 27, 1998. (2) Summary of Significant Accounting Policies (a) Basis of Accounting The accompanying statement of excess of revenues over specific operating expenses is presented on the accrual basis. This statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired. Accordingly, the statement excludes certain historical expenses not comparable to the operations of the Property after acquisition such as depreciation and interest on mortgage debt. (b) Revenue Recognition All leases are classified as operating leases, and minimum rents are recognized monthly based on the terms of the lease. Tenant charges for real estate taxes, common area maintenance, and insurance are adjusted annually based on actual expenses, and the related revenues are recognized in the year in which the expenses are incurred. Most tenants are required to pay overage rents based on sales over a stated base amount during the lease year. Overage rents are recognized as revenues based on reported and estimated sales for each tenant through December 31, less a proration of the base sales amount. Differences between estimated and actual amounts, if any, are recognized in subsequent years. (c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-7 (3) Management Fees The Property was managed by a third party during 1997, therefore, no management fees have been included in property expenses. CBL & Associates Properties, Inc. will manage the property subsequent to the acquisition. (4) Lease Commitments The Property leases equipment under non-cancelable operating leases which have various expiration dates. The Property leases land on which the shopping center is located. The annual rental payment is 3 percent to 4 percent of base and percentage rents received. Rent expense for the year ended December 31, 1997 for the land was $330,526. The following is a schedule by years of future minimum rental payments required under operating leases that have remaining non-cancelable lease terms as of December 31, 1997. 1998 $277,597 1999 235,577 2000 195,157 2001 179,803 2002 154,017 (5) Rental Income The shopping center derives its revenues from non-cancelable operating leases principally with retail stores. The initial terms of the leases range from 3 to 25 years. Minimum future rentals on existing non-cancelable leases are: Non-Cancelable Option to Renew 1998 $ 7,999,144 $ -- 1999 7,168,682 204,019 2000 5,880,273 694,527 2001 5,379,851 769,868 2002 4,605,853 828,132 Thereafter 14,065,393 15,902,196 ----------- ----------- Totals $45,099,196 $18,398,742 =========== =========== (6) Employee Retirement Plan The Property adopted a 401(k) Plan, effective January 1, 1997 for the benefit of its employees. The contribution and administrative expenses for the Plan was $12,032 in 1997. F-8 B) PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS The unaudited pro forma consolidated statements of operations are presented as if the acquisition of Janesville and Meridian Malls (the Properties)had taken place as of the beginning of the year 1998. In management's opinion, all adjustments necessary to present fairly the effects of the acquisition have been made. The unaudited pro forma consolidated statements of operations are not necessarily indicative of what the actual results of operations of CBL & Associates Properties, Inc. (the "Company") would have been assuming the Company had acquired Burnsville Center as of the beginning of each period presented, nor do they purport to represent the results of operations for future periods. CBL & ASSOCIATES PROPERTIES, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) CBL THE PRO FORMA PRO FORMA HISTORICAL PROPERTIES ADJUSTMENTS CONSOLIDATED ---------- ---------- ----------- ------------ REVENUES: Rentals: Minimum $115,640 $11,652 $ - $ 127,292 Percentage 3,660 776 - 4,436 Other 1,949 0 - 1,949 Tenant reimbursements 51,302 6,226 - 57,528 Management, development and leasing fees 2,378 - - 2,378 Interest and other 2,675 - - 2,675 ---------- ---------- ----------- ------------ Total revenues 177,604 18,654 - 196,258 ---------- ---------- ----------- ------------ EXPENSES: Property operating 30,585 4,090 - 34,675 Depreciation and amortization 32,308 - 3,282(A) 35,590 Real estate taxes 14,859 1,082 - 15,941 Maintenance and repairs 10,239 1,439 - 11,678 General and administrative 9,049 - - 9,049 Interest 37,830 - 5,776(B) 43,606 Other 330 - - 330 ---------- ---------- ----------- ------------ Total expenses 135,200 6,611 9,058 150,869 ---------- ---------- ----------- ------------ INCOME FROM OPERATIONS 42,404 12,043 (9,058) 45,389 GAIN ON SALES OF REAL ESTATE ASSETS 6,040 - - 6,040 EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES 1,916 - - 1,916 MINORITY INTEREST IN EARNINGS: Operating partnership (13,819) - (955)(C) (14,774) Shopping center properties (508) - - (508) ---------- ---------- ----------- ------------ INCOME BEFORE EXTRAORDINARY ITEM 36,033 12,043 (10,013) 38,063 F-9 EXTRAORDINARY LOSS ON EXTINGUISHMENT OF DEBT (1,092) - - (1,092) ---------- ---------- ----------- ------------ Net income 34,941 $12,043 $ (10,013) 36,971 ========== ========== =========== ============ BASIC PER SHARE DATA: Income before extraordinary item $ 1.51 $ 1.59 ---------- ------------ Net income $ 1.46 $ 1.55 ========== ============ WEIGHTED AVERAGE SHARES OUTSTANDING 23,895 23,895 ========== ============ DILUTED PER SHARE DATA: Income before extraordinary item $ 1.49 $ 1.58 ---------- ------------ Net income $ 1.45 $ 1.53 ========== ============ WEIGHTED AVERAGE AND POTENTIAL DILUTIVE COMMON SHARES OUTSTANDING 24,151 24,151 ========== ============
(A) Reflects depreciation expense on the Properties computed on the straight-line method over the estimated useful life of 40 years. (B) Reflects interest expense associated with the $80,000 mortgage note payable at LIBOR plus .9% (6.507% in effect at September 30, 1998), the $17,102 of assumed mortgages at an interest rate of 7.65% and a pay down of $12,100 on the Company's credit lines at a weighted average interest rate of 6.71%, in connection with the acquisition of the Properties. (C) Reflects the minority interests' share of the income from operations of the Properties and the pro forma adjustments. F-10 B) PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS The unaudited pro forma consolidated statements of operations are presented as if the acquisition of Janesville and Meridian Malls (the Properties) had taken place as of the beginning of the year 1998. In management's opinion, all adjustments necessary to present fairly the effects of the acquisition have been made. The unaudited pro forma consolidated statements of operations are not necessarily indicative of what the actual results of operations of CBL & Associates Properties, Inc. (the "Company") would have been assuming the Company had acquired Burnsville Center as of the beginning of each period presented, nor do they purport to represent the results of operations for future periods. CBL & ASSOCIATES PROPERTIES, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) CBL THE PRO FORMA PRO FORMA HISTORICAL PROPERTIES ADJUSTMENTS CONSOLIDATED ---------- ---------- ----------- ------------ REVENUES: Rentals: Minimum $74,020 $ 5,581 $ - $ 79,601 Percentage 2,829 398 - 3,227 Other 820 0 - 820 Tenant reimbursements 32,003 3,414 - 35,417 Management, development and leasing fees 1,419 - - 1,419 Interest and other 1,364 - - 1,364 ---------- ---------- ----------- ------------ Total revenues 112,455 9,393 - 121,848 ---------- ---------- ----------- ------------ EXPENSES: Property operating 18,324 1,702 - 20,026 Depreciation and amortization 18,875 - 1,642(A) 20,517 Real estate taxes 10,252 551 - 10,803 Maintenance and repairs 6,295 1,306 - 7,601 General and administrative 5,731 - - 5,731 Interest 28,817 - 2,895(B) 31,712 Other 9 - - 9 ---------- ---------- ----------- ------------ Total expenses 88,303 3,559 4,537 96,399 ---------- ---------- ----------- ------------ INCOME FROM OPERATIONS 24,152 5,834 (4,537) 25,449 Gain on sales of real estate assets 2,512 - - 2,512 EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES 1,168 - - 1,168 MINORITY INTEREST IN EARNINGS: Operating partnership (7,777) - (415)(C) (8,192) Shopping center properties (308) - - (308) ---------- ---------- ----------- ------------ INCOME BEFORE EXTRAORDINARY ITEM 19,747 5,834 (4,952) 20,629 EXTRAORDINARY LOSS ON EXTINGUISHMENT OF DEBT - - - - ---------- ---------- ----------- ------------ Net income 19,747 5,834 (4,952) 20,629 ---------- ---------- ----------- ------------ F-11 BASIC PER SHARE DATA: Income before extraordinary item $ .82 $ .86 ---------- ------------ Net income $ .82 $ .86 ========== ============ WEIGHTED AVERAGE SHARES OUTSTANDING 24,075 24,075 ========== ============ DILUTED PER SHARE DATA: Income before extraordinary item $ .81 $ .85 ---------- ------------ Net income $ .81 $ .85 ========== ============ WEIGHTED AVERAGE AND POTENTIAL DILUTIVE COMMON SHARES OUTSTANDING 24,308 24,308 ========== ============ (A) Reflects depreciation expense on the Properties acquisition computed on the straight-line method over the estimated useful life of 40 years. (B) Reflects interest expense associated with the $80,000 mortgage note payable at LIBOR plus .9% (6.507% in effect at September 30, 1998), the $17,102 of assumed mortgages at an interest rate of 7.65% and a pay down of $12,100 on the Company's credit lines at a weighted average interest rate of 6.59%, in connection with the acquisition of the Properties. (C) Reflects the minority interests' share of the income from operations of the Properties and the pro forma adjustments. F-12 PROFORMA CONSOLIDATED BALANCE SHEET The unaudited pro forma consolidated balance sheet is presented as if the acquisition of Janesville and Meridian Malls had occurred as of June 30, 1998. The unaudited pro forma consolidated balance sheet is not necessarily indicative of what the actual financial position would have been at June 30, 1998, nor does it purport to represent the future financial position of the Company. CBL & ASSOCIATES PROPERTIES, INC. PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 30, 1998 (UNAUDITED AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Pro Forma CBL Acquisition Company Historical Adjustments Pro Forma ---------- ----------- --------- ASSETS: (A) Real Estate Assets: Land $ 209,366 $ 7,747 $ 217,113 Buildings and improvements 1,243,213 132,009 1,375,222 ---------- ----------- --------- 1,452,579 139,756 1,592,335 Less: Accumulated depreciation (163,550) - (163,550) ---------- ----------- --------- 1,289,029 139,756 1,428,785 ---------- ----------- --------- Developments in progress 80,219 - 80,219 ---------- ----------- --------- Net investment in real estate assets 1,369,248 139,756 1,509,004 Cash and cash equivalents 6,417 - 6,417 Receivables: Tenant, net of allowance for doubtful accounts of $1,600 14,741 - 14,741 Other 1,157 - 1,157 Mortgage notes receivable 12,205 - 12,205 Other assets 9,291 823 10,114 ---------- ----------- --------- 1,413,059 140,579 1,553,638 ========== =========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY: Mortgage and other notes payable 841,929 85,002 926,931 Accounts payable and accrued liabilities 25,799 2,613 28,412 ---------- ----------- --------- F-13 Total liabilities 867,728 87,615 955,343 ---------- ----------- --------- Distributions and losses in excess of investment in unconsolidated affiliates 7,255 - 7,255 ---------- ----------- --------- Minority interest 128,264 52,964 181,228 ---------- ----------- --------- Commitments and contingencies - - - Shareholders' equity: Preferred stock, $0.01 par value, 5,000,000 shares authorized, 2,875,000 shares issued in 1998 29 - 29 Common stock, $0.01 par value, 95,000,000 shares authorized, 24,081,500 shares issued and outstanding at June 30, 1998 241 - 241 Excess stock, $0.01 par value, 100,000,000 shares authorized, none issued - - - Additional paid-in capital 429,834 - 429,834 Accumulated deficit (19,881) - (19,881) Deferred compensation (411) - (411) ---------- ----------- --------- Total shareholders' equity 409,812 - 409,812 ---------- ----------- --------- $1,413,059 $140,579 $1,553,638 ========== =========== ========== (A) Reflects the acquisition of the Properties through the issuance of a $80,000 mortgage note payable, assumed mortgage note of $17,102, pay down of $12,100 under the Company's line of credit agreement, issuance of limited partnership units having a value of $52,965 and the assumption of certain assets and liabilities. F-14 C) EXHIBITS 2.1 Contribution and Exchange Agreement dated August 27, 1998 between Janesville Properties Co. Limited Partnership an Ohio Limited Partnership (Contributor) and CBL & Associates Limited Partnership, a Delaware limited partnership (Acquiror) 2.2 Contribution, Exchange and Sale Agreement dated August 27, 1998 between Meridian Mall Associates Limited LLC an Ohio Limited Liability Company (Meridian) and CBL & Associates Limited Partnership, a Delaware limited partnership (Acquiror) 2.5 Consent of KPMG Peat Marwick LLP for Janesville Mall 2.6 Consent of KPMG Peat Marwick LLP for Meridian Mall (a) Incorporated by reference to the Company's 8-K on the acquisition of Meridian Mall and Janesville Mall which was filed on September 11, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CBL & ASSOCIATES PROPERTIES, INC. /s/ John N. Foy ----------------------------- John N. Foy Executive Vice President, Chief Financial Officer and Secretary (Authorized Officer of the Registrant, Principal Financial Officer and Principal Accounting Officer) Date: November 10, 1998 EXHIBITS INDEX Exhibit: 2.1 Contribution and Exchange Agreement dated August 27, 1998 between Janesville Properties Co. Limited Partnership an Ohio Limited Partnership (Contributor) and CBL & Associates Limited Partnership, a Delaware limited partnership (Acquiror) (a) 2.2 Contribution, Exchange and Sale Agreement dated August 27, 1998 between Meridian Mall Associates Limited LLC an Ohio Limited Liability Company (Meridian) and CBL & Associates Limited Partnership, a Delaware limited partnership (Acquiror) (a) 2.5 Consent of KPMG Peat Marwick LLP for Janesville Mall 2.6 Consent of KPMG Peat Marwick LLP for Meridian Mall (a) Incorporated by reference to the Company's 8-K on the acquisition of Meridian Mall and Janesville Mall which was filed on September 11, 1998.
EX-2.5 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 2.5 CONSENT OF INDEPENDENT AUDITORS The Board of Directors CBL & Associates Properties, Inc.: We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-47041) of CBL & Associates Properties, Inc. of our report dated September 25, 1998, with respect to the statement of excess revenue over specific operating expenses of Meridian Mall which report appears in the Form 8-K/A of CBL & Associates Properties, Inc. dated November 10, 1998. KPMG Peat Marwick LLP Cleveland, Ohio November 6, 1998 EX-2.6 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 2.6 CONSENT OF INDEPENDENT AUDITORS The Board of Directors CBL & Associates Properties, Inc.: We consent to the incorporation by reference in the registration statement (Form S-3 No. 333-47041) of CBL & Associates Properties, Inc. of our report dated October 20, 1998, with respect to the statement of excess revenue over specific operating expenses of Janesville Mall which report appears in the Form 8-K/A of CBL & Associates Properties, Inc. dated November 10, 1998. KPMG Peat Marwick LLP Cleveland, Ohio November 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----