Securities Exchange Act of 1934 -- Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
April 24, 2003
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CBL & ASSOCIATES PROPERTIES, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
_______________________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2030 Hamilton Place Boulevard, Chattanooga, TN 37421
_______________________________________________________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code:
_______________________________________________________________________________
(423) 855-0001
1
ITEM 9. Regulation FD Disclosure
On April 23, 2003, CBL & Associates Properties, Inc. (the "Company) reported its
results for the quarter ended March 31, 2003. The Company's earnings release for
the quarter ended March 31, 2003 is attached as Exhibit 99.1. The attached
exhibit is furnished pursuant to Item 9 and Item 12 on Form 8-K.
The Company believes that Funds from operations ("FFO") provides an additional
indicator of the Company's financial performance and its ability to incur and
service debt, to make capital expenditures and to fund other cash needs. The
Company calculates FFO in accordance with the standards established by the
National Association of Real Estate Investment Trusts. FFO is a widely
recognized measure in the Company's industry.
The Company presents the ratio of earnings before interest, taxes, depreciation
and amortization (EBITDA) to interest because the Company believes that the
EBITDA to interest coverage ratio, along with cash flow from operating
activities, investing activities and financing activities, provides investors an
additional indicator of the Company's ability to incur and service debt.
The Company presents its total share of consolidated and unconsolidated
debt because the Company believes that this amount provides investors with the
total amount of the Company's debt obligations.
The Company presents same-center net operating income because the Company
believes that it provides investors with useful information regarding the
operating performance of shopping centers that are comparable for the periods
presented. The Company determines net operating income for shopping center
properties by subtracting property operating expenses from rental and tenant
reimbursement revenues.
The Company determines each of the non-GAAP measures above by including its
proportionate share from unconsolidated affiliates and excluding minority
investors' proportionate shares in consolidated properties.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
/c/ John N. Foy
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John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: April 24, 2003
EXHIBIT INDEX
Exhibit
Number Description
99.1 Earnings Release - First Quarter Ended March 31, 2003
99.2 Analyst Conference Call Script - First Quarter Ended March 31, 2003
99.3 Supplemental information - First Quarter Ended March 31, 2003