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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
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September 24, 2003
CBL & ASSOCIATES PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2030 Hamilton Place Boulevard, Chattanooga, TN 37421
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(Address of principal executive offices)
Registrant's telephone number, including area code:
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(423) 855-0001
Former name or former address,if changed since last report:
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N/A
1
ITEM 5. Other Events and regulation FD Disclosure
On September 24, 2003, CBL & Associates Properties, Inc. (the "Company)
announced that it has formed a joint venture with Galileo America REIT, the U.S.
affiliate of Australia-based Galileo America Shopping Trust, to invest in power
and community centers throughout the United States. The Company's press release
containing the announcement is attached as Exhibit 99.1. The Company held a
conference call on September 24, 2003, to further discuss this announcement. A
transcript of the Company's prepared remarks is attached as Exhibit 99.2. The
Company is also providing certain supplemental information concerning the
properties included in the transaction, which is attached as Exhibit 99.3.
The Company presents net operating income because the Company believes that
it provides investors with useful information regarding the operating
performance of shopping centers. The Company determines net operating income for
shopping center properties by subtracting property operating expenses from
property revenues
Item 7. Exhibits
EXHIBIT INDEX
Exhibit
Number Description
-------- -----------
99.1 Press Release - CBL & Associates Properties Forms Joint Venture With
Australian Property Investor
99.2 Transcript of Conference Call - CBL & Associates Properties
Forms Joint Venture With Australian Property Investor
99.3 Supplemental Information - Related to Joint Venture With Galileo
America REIT
2
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
Vice Chairman,
Chief Financial Officer and Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: September 25, 2003
3
EXHIBIT INDEX
Exhibit
Number Description
-------- -----------
99.1 Press Release - CBL & Associates Properties Forms Joint Venture With
Australian Property Investor
99.2 Transcript of Conference Call - CBL & Associates Properties
Forms Joint Venture With Australian Property Investor
99.3 Supplemental Information Related to Joint Venture with Galileo America
REIT
4
Exhibit 99.1
[LETTER HEAD OF CBL & ASSOCIATES PROPERTIES, INC. ]
Investor Contact: John Foy
Vice Chairman and CFO
(423) 855-0001
CBL & ASSOCIATES PROPERTIES FORMS JOINT VENTURE WITH AUSTRALIAN
PROPERTY INVESTOR
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CONTRIBUTES INTERESTS IN 51 COMMUNITY CENTERS
CHATTANOOGA, Tenn. (September 24, 2003) - CBL & Associates Properties, Inc.
(NYSE:CBL) announced today that it has formed a joint venture with Galileo
America REIT ("Galileo"), the U.S. affiliate of Australia-based Galileo America
Shopping Trust, to invest in power and community centers throughout the United
States. CBL will contribute to the joint venture 90% of its ownership interest
in 51 power and community centers for total consideration of approximately $516
million. CBL will retain a 10% interest in the joint venture. Galileo America
Shopping Trust has filed a product disclosure statement with the Australian
securities authorities and expects to be listed on the Australian Stock Exchange
during the fourth quarter under the ticker "ASX:GSA".
The 51 centers, including community centers under construction, will be
contributed in three tranches in October 2003, January 2004 and January 2005.
Net cash proceeds to CBL from the transaction are expected to be approximately
$387 million, with $255 million received in tranche I, $56 million in tranche II
and $76 million in tranche III. The contribution of the community center
properties is expected to generate gains on a GAAP basis for CBL of
approximately $99 million for the three tranches, of which $72 million will be
reported in 2003, $22 million in 2004 and $5 million in 2005.
The Company expects that a significant portion of the taxable gain from this
sale will be deferred. The net proceeds from the contribution of the properties
will be reinvested in new developments, future mall acquisitions and other
retail real estate opportunities. During 2002, the 47 properties in operation
for the full year generated net operating income of $41.2 million.
The joint venture will assume approximately $99 million of existing debt on ten
of the properties and CBL will retire $53 million in loans associated with two
properties. The joint venture will obtain additional debt financing of
approximately $160 million at the closing of the first two tranches. As a result
of this transaction, CBL will eliminate $152 million of debt from its balance
sheet.
5
-MORE-
Pursuant to a long-term agreement, CBL will be the exclusive manager for all of
Galileo's properties in the United States, and will be entitled to management,
leasing, acquisition, disposition and financing fees. CBL may also earn up to an
additional $8 million based upon certain leasing and occupancy goals for the
tranche I properties during the first six months from closing.
A committee that includes two members from CBL, two members from Galileo, and
one independent member appointed jointly will manage the joint venture. Galileo
Advisory LLC will provide advisory services to the joint venture.
Commenting on the announcement, Charles B. Lebovitz, chairman and chief
executive officer of CBL said, "We are excited about our association with
Galileo and the opportunities this new venture creates. The Galileo team brings
an experienced group of professionals to the venture, and we believe this
combination will generate excellent growth for both CBL and Galileo
shareholders. The formation of the joint venture and the contribution of 51
power and community centers will not in any way minimize our continuing
commitment to pursue all areas of our business plan. By retaining an interest in
the 51 power and community centers while continuing to manage and lease these
properties, as well as sourcing new acquisition opportunities for Galileo, we
expect to be even more active in all components of the shopping center business.
In addition, we intend to maintain an active pipeline of new community center
developments to serve the growing expansion needs of our retailers.
"An important component of our success over the years has been the ability to
meet the needs of a wide range of retailers through the development and
acquisition of regional malls, associated centers and community shopping
centers. We have long stated that we would only consider a transaction involving
our community center portfolio that allows us to fully realize the value
inherent in our portfolio and generate a favorable long-term return to our
shareholders. During the past several years we have achieved these goals through
one-off sales of individual properties. The joint venture with Galileo presents
a unique opportunity that will enable us to generate a greater return for our
shareholders as well as provide access to a new and growing source of capital
via the Australian public markets."
This transaction does not involve any of CBL's regional malls and associated
centers nor affect its development programs. This transaction would be
consistent with the Company's long-stated goal of maximizing shareholder value
through the development, acquisition and disposition of retail properties.
Neil Werrett, managing director of Galileo Fund Management Ltd, added, "We are
very excited about the relationship with CBL. This transaction affords us the
opportunity to invest in power and community centers in the largest retail
market in the world. This portfolio has a track record of strong occupancy and
growth and benefits from diversity in its tenant base and market locations as
well as possessing an attractive lease expiry profile and market demographics.
Our offering is being well received in Australia. We have assembled an
experienced team to provide advisory services to the joint venture, and our
investors are looking forward to growing the joint venture in the United
States."
CBL & Associates Properties will conduct a conference call on September 24,
2003, at 10:30 a.m. EDT to further discuss this announcement and will provide an
online Web simulcast and rebroadcast of this conference call. The number to call
for this interactive teleconference is (913) 981-5532. A replay of the
conference call will be available until September 30, 2003, by dialing (719)
457-0820 and entering the passcode, 756099. The live Web simulcast of the
conference call will be available online at the Company's Web site at
www.cblproperties.com, as well as
www.firstcallevents.com/service/ajwz389199364gf12.html. The online replay will
follow shortly after the call and continue through October 8, 2003.
CBL & Associates Properties, Inc. has 57 enclosed regional malls in its
portfolio of 163 properties in 25 states totaling 61.1 million square feet
including 2.6 million square feet of non-owned shopping centers managed for
third parties. The Company has four projects under construction totaling
approximately 1.6 million square feet, including one mall - Coastal Grand -
Myrtle Beach, SC, one associated center and two community centers plus five mall
renovations. In addition to its office in Chattanooga, TN, the Company has a
regional office in Boston (Waltham), MA. Additional information about the
Company can be found on its website at www.cblproperties.com.
6
-MORE-
Galileo Shopping America Trust is a newly formed Australian property trust
created to invest in a joint venture with CBL & Associates Properties, Inc., an
owner and developer of shopping centers for over 25 years and listed on the New
York Stock Exchange under the ticker, "CBL." The Trust will invest in power and
community shopping centers in the United States. The Trust's portfolio will
include 51 power and community shopping centers totaling 6.6 million square feet
in 16 states, with Waterford Commons and Wilkes-Barre Township MarketPlace
currently under construction.
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.
Reconciliation of Net Operating Income To Net Income
(In Thousands)
Year Ended
December 31,
2002
-----------------
Net operating income:
Tranche I properties $ 32,483
Tranche II properties 3,714
Tranche III properties 5,025
-----------------
Net operating income of contributed properties 41,222
Adjustments:
Depreciation and amortization:
Tranche I properties (7,688)
Tranche II properties (844)
Tranche III properties (892)
Interest expense:
Tranche I properties (8,182)
Tranche II properties (394)
Tranche III properties (455)
Loss on extinguishment of debt:
Tranche I properties (423)
Tranche II properties (18)
Tranche III properties (126)
Gain on sale - Tranche II properties 1,379
-----------------
Net income of contributed properties 23,579
All other net income, net of preferred dividends 50,408
-----------------
Consolidated net income available to common shareholders $ 73,987
=================
7
-END-
Exhibit 99.2
CBL & ASSOCIATES PROPERTIES, INC.
Transcript of Conference Call September 24, 2003
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Good morning everyone. This is John Foy. We appreciate your participation in
today's call to discuss our announcement of the Joint Venture formed with
Galileo America Shopping Trust. With me today is Stephen Lebovitz, President and
Charlie Willett, Sr. Vice President. Before we begin, I would like to have Kelly
Sargent read the safe harbor disclosure.
This conference call 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 results, financial and
otherwise, may differ materially from the events and results discussed in the
forward-looking statements. During our discussion today, references made to per
share are based upon a fully diluted converted share. We direct you 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.
During this conference call, the Company may discuss non-GAAP financial measures
as defined by SEC Regulation G. An explanation of each non-GAAP financial
measure discussed and a reconciliation of each non-GAAP financial measure to the
comparable GAAP financial measure will be included in a Form 8-K to be filed
today.
I would like to note that a transcript of our prepared remarks including a list
of the community centers contributed to the joint venture, will be furnished to
the SEC as a Form 8-K and will be available on our website. This call is also
available for replay on the Internet through a link on our website at
cblproperties.com. This conference call is the property of CBL & Associates
Properties, Inc. Any redistribution, retransmission or rebroadcast of this call
without the express written consent of CBL is strictly prohibited.
I would like to note that in addition to our 8-K filing with the SEC, a
recording of this call, including any questions and answers which may follow at
the end of our comments, will be available for replay on our web site at
cblproperties.com beginning shortly after this call and running through October
8, 2003.
Overall Rationale and Strategy
------------------------------
Earlier today we announced that we have formed a joint venture with Galileo
America Shopping Trust, wherein CBL will contribute 90% of its ownership
interest in 51 power and community centers and retain a 10% interest. We are
very excited about this transaction and are looking forward to working with the
experienced team at Galileo. CBL`s power and community centers are the
foundation for Galileo and CBL to grow the portfolio with Australian capital.
Galileo's and CBL's objective is to continue to invest in quality power and
community centers in the United States that are competitive and well located in
their respective markets.
8
CBL & ASSOCIATES PROPERTIES, INC.
Transcript of Conference Call September 24, 2003
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The joint venture will engage CBL as the exclusive leasing and managing agent
for this 51-property portfolio. We will earn fees for various services including
management, leasing, acquisition, and disposition as well as financing fees. Our
experienced in-place team of community center professionals will handle these
operations and provide management services.
We will continue to be very active in the development of power and community
centers. As we have long stated, community centers are valuable assets that have
provided and will continue to be a source of generating capital for the company.
Prior to this transaction, we have recycled our capital through one-off
dispositions of community centers. This transaction met our stringent criteria
of not only raising attractively priced capital, but also providing long-term
growth opportunities. Through our new joint venture partner we will have access
to the capital markets in Australia.
As a result of this transaction, our company assets will consist primarily of
regional malls and associated centers. Since our IPO in 1993 we have grown our
regional mall portfolio from 14 regional malls to 57 regional malls today. Our
portfolio of 22 associated centers is not included in this transaction as we
view them as integral to the regional mall retail complex. While this
transaction clearly focuses our company's portfolio on regional mall assets, we
remain fully committed to all facets of the shopping center business and we will
continue to pursue development and acquisition of community centers.
Excluding the properties involved in this joint venture, CBL's remaining
portfolio now has 12 community centers. Three of these centers are under
contract for sale and the remaining nine will remain in CBL's portfolio or will
be sold once the opportunity to create value occurs.
Financial Strategy
------------------
The net cash proceeds to us from the portfolio sale are approximately $387
million. The proceeds will be received in three tranches. Tranche I, scheduled
to close in late October, amounts to $255 million, with Tranche II producing $56
million and closing in January 2004. Tranche III is scheduled to close one year
later providing an additional $76 million. The joint venture will assume
approximately $99 million of the existing long-term fixed rate debt on these
properties. CBL will retire $53 million of variable rate loans, and eliminate
approximately $152 million of total debt from CBL's balance sheet.
9
CBL & ASSOCIATES PROPERTIES, INC.
Transcript of Conference Call September 24, 2003
-----------------------------------------------------------------------------
We stated in the press release that the 2002 NOI for three tranches of the
47 operating community centers was $38.5 million, however we are amending this
NOI as $41.2 million. The six-month ended 2003 NOI for the operating properties
in the transaction for the three tranches was $21.3 million. A schedule of this
will be attached to the Form 8-K.
CBL's 10% stake in the joint venture will be reported as investments in
unconsolidated affiliates in our consolidated financial statements. For this
transaction CBL will record approximately $31.5 million in investment in
unconsolidated affiliates, which is $57.3 million in gross investment less $25.8
million of debt.
The joint venture includes projects that are under development and in the
lease up stage. In order to realize the full value for these projects, CBL has
agreed to master lease this specific space for up to five years. As we lease the
each applicable space, CBL will be released from the master lease obligation.
Our maximum obligation annually for the master lease will be approximately $4.7
million and based upon leased and committed spaces, our obligation has already
been significantly reduced by our leasing results through today.
FINANCIAL IMPLICATIONS
A significant portion of the taxable gain on the sale of the centers will be
offset by the purchase of the Faison Malls via a section 1031 tax-free exchange.
Based on our projections after taking into consideration this tax-free exchange,
we expect a taxable gain of $14.2 million to be reported in 2003 and a taxable
gain of $23.0 million to be reported in 2004. However, we believe this net
taxable gain number may be significantly reduced by further 1031 tax-free
exchanges that we intend to explore.
We anticipate that the proceeds from the contribution of the power and community
center properties are to be reinvested in new development projects and regional
mall acquisition opportunities. As we have always stated we do not budget for
acquisitions because we do not think it is prudent to make an acquisition merely
to achieve budgeted projections. We will continue to remain conservative with
acquisitions by only pursuing those that can create additional long-term value
for our shareholders.
Now I would like to hand the call over to Stephen Lebovitz.
JOINT VENTURE PARTNERSHIP'S MANAGEMENT
A five-member management committee will have the sole authority to make all
operating and other decisions for the joint venture including: budgeting;
acquiring, selling or exchanging real estate; pledging any of the joint
venture's assets to any mortgages or liens; and financing. The five committee
members are: Charlie Willett and John Foy from CBL, two members of Galileo and
one additional independent member, Robert F. Welanetz, SCSM former President/CEO
of Jones Lang LaSalle in Atlanta, who has been jointly appointed by us and
Galileo.
10
CBL & ASSOCIATES PROPERTIES, INC.
Transcript of Conference Call September 24, 2003
-----------------------------------------------------------------------------
The two members of the committee from Galileo are Neil Werrett and Susan
MacDonald. Neil Werrett is the Managing Director and founder of Galileo Funds
Management Limited. Most recently Neil was Global Head, Corporate Transactions
and Product Development at AMP Henderson Global Investors in Australia, where he
was employed for 24 years in various roles. Susan MacDonald is the Executive
Director/Manager for the Trust. Susan will manage the day-to-day operations of
the Trust. Susan was formerly Managing Director, AMP Shopping Centres in
Australia. Prior to AMP, Susan was Asset Management Director for Lend Lease
Europe, based in London, England. We are excited to have these two very talented
and experienced members as part of the joint venture.
JOINT VENTURE PARTNERSHIP'S MANAGEMENT AGREEMENT
The property management agreement includes the following key points:
1. CBL will manage the properties for fees based on 3.5% of gross revenues
collected.
2. CBL has the right to terminate the management agreement at the end of
3-years if the fee arrangement is unsatisfactory in CBL's sole opinion.
3. CBL will receive acquisition fees of 80 basis points, leasing fees of
5% of new leases and 3% of renewal leases and finance fees of 40 basis
points of borrowings, which does not include the borrowings of the
joint venture to acquire the inital 51 properties.
COMMUNITY CENTER DEVELOPMENT
CBL is not restricted in any way from developing and holding non-mall assets for
its portfolio. As acquisition opportunities for non-mall assets arise we will
first present those to the joint venture committee. If CBL elects to sell newly
developed or other non-mall assets it owns, the joint venture will be given the
first right to purchase. This arrangement remains in place only so long as we
manage the joint venture's properties.
Summary
-------
In summary, we are very excited about this transaction with our new Australian
joint venture partner as it provides both of us tremendous opportunities for our
companies to grow through development, management and acquisitions. We have
known the principals of Galileo for some time and have visited with them both in
Australia and in the United States.
This transaction was executed with favorable pricing and upside potential
through the 10% retained ownership interests in the properties and the fees to
be generated by the portfolio. While the transaction will have a dilutive impact
until we reinvest these funds, we believe that the benefits of this transaction
and the future growth potential it provides, makes this an exciting
transaction for us.
Following this transaction, the CBL portfolio will contain 57 regional malls and
31 non-mall properties. We continue to be the largest regional mall owner in the
Southeast and have a growing presence in the Midwest and other parts of the
county. With this transaction we are well positioned to take advantage of
acquisition and development opportunities and to maximize the value to our
shareholders.
We will now be happy to answer any questions you may have.
11
Exhibit 99.3
CBL & Associates Properties, Inc.
Supplemental Information Related to Joint Venture with Galileo America REIT
Schedule of Leasable GLA and GLA Owned by Anchors by Tranche
GLA
--------------------------------------------------
Owned by
Description Total Anchor Leasable
--------------------------------------------------------------------------------------------------------------------
Tranche 1 Properties
--------------------
58 Crossing - Chattanooga, TN 49,984 - 49,984
Anderson Plaza - Greenwood, SC 46,258 - 46,258
Beach Crossing - Myrtle Beach, SC 45,790 - 45,790
Briarcliff Square - Oakridge, TN 41,778 - 41,778
Buena Vista Village and Expansion - Columbus, GA 151,320 133,820 17,500
Bulloch Plaza - Statesboro, GA 39,264 - 39,264
Chestnut Hills - Murray, KY 68,364 - 68,364
Coastal Way - Spring Hill, FL 196,695 86,071 110,624
Cobblestone Village - St. Augustine, FL 260,960 - 260,960
Collins Park Commons - Plant City, FL 37,458 - 37,458
Cortlandt Town Center - Cortlandt, NY 763,260 133,243 630,017
Cosby Station - Douglasville, GA 77,811 - 77,811
County Park Plaza - Scottsboro, AL 60,750 - 60,750
Devonshire Place - Cary, NC 104,414 - 104,414
East Ridge Crossing - East Ridge, TN 58,950 - 58,950
Garden City Plaza - Garden City, KS 188,446 112,200 76,246
Greenport Towne Center - Hudson, NY 191,622 116,097 75,525
Hampton Plaza - Tampa, FL 44,420 - 44,420
Henderson Square - Henderson, NC 269,927 103,998 165,929
Jasper Square - Jasper, AL 95,950 45,400 50,550
Kingston Overlook - Knoxville, TN 119,350 - 119,350
Lady's Island - Beaufort, SC 60,687 - 60,687
Lionshead Village - Nashville, TN 99,165 - 99,165
Lunenburg Crossing - Lunenburg, MA 198,115 172,600 25,515
Market Place at Flower Mound - Flower Mound, TX 113,349 - 113,349
North Haven Crossing - North Haven, CT 104,612 - 104,612
Northridge Plaza - Hilton Head, SC 129,570 50,000 79,570
Northwoods Plaza - Albermarle, NC 32,705 - 32,705
Seacoast Shopping Center - Seabrook, NH 232,769 141,079 91,690
Springhurst Towne Center - Louisville, KY 812,222 395,750 416,472
Statesboro Square - Statesboro, GA 41,000 - 41,000
Strawbridge Marketplace - Strawbridge, VA 43,765 - 43,765
Suburban Plaza - Knoxville, TN 128,647 - 128,647
Valley Commons - Salem, VA 45,580 - 45,580
Bartow Village - Bartow, FL 40,520 - 40,520
Cedar Bluff Crossing - Knoxville, TN 53,050 - 53,050
Conway Plaza - Conway, SC 33,000 - 33,000
Perimeter Place - Chattanooga, TN 156,945 102,420 54,525
12
Schedule of Leasable GLA and GLA Owned by Anchors by Tranche
GLA
--------------------------------------------------
Owned by
Description Total Anchor Leasable
--------------------------------------------------------------------------------------------------------------------
Rawlinson Place - Rock Hill, SC 35,750 - 35,750
Shenandoah Crossing - Roanoke, VA 28,600 - 28,600
Southgate Crossing - Bristol, TN 40,100 - 40,100
--------------------------------------------------
Subtotal - Tranche 1 properties 5,342,922 1,592,678 3,750,244
--------------------------------------------------
Tranche 2 Properties
--------------------
Longview Crossing - Hickory, NC 40,598 - 40,598
Springs Crossing - Hickory, NC 42,920 - 42,920
Stone East Plaza - Kingsport, TN 45,259 - 45,259
Valley Crossing - Hickory, NC 186,077 - 186,077
Waterford Commons - Waterford, CT 348,186 110,789 237,397
Willow Springs Plaza - Nashua, NH 224,753 94,000 130,753
--------------------------------------------------
Subtotal - Tranche 2 properties 887,793 204,789 683,004
--------------------------------------------------
Tranche 3 Properties
--------------------
B J's Plaza - Portland, ME 104,233 - 104,233
Charter Oak Marketplace - Hartford, CT 312,621 216,221 96,400
Garden City Plaza Expansion - Garden City, KS 26,488 - 26,488
Springdale Mall & Bebos - Mobile, AL 968,962 280,000 688,962
Wilkes-Barre Township Marketplace - Wilkes-Barre, PA 281,007 204,157 76,850
--------------------------------------------------
Subtotal - Tranche 3 properties 1,693,311 700,378 992,933
--------------------------------------------------
Total 7,924,026 2,497,845 5,426,181
==================================================
13
Reconciliation of Net Operating Income to Net Income
(In thousands)
Six Months
Year Ended Ended
December 31, 2002 June 30, 2003
------------------------ -------------------------
Net operating income:
Tranche I properties $ 32,483 $ 16,978
Tranche II properties 3,714 2,042
Tranche III properties 5,025 2,313
------------------------ -------------------------
Net operating income of contributed properties 41,222 21,333
Adjustments:
Depreciation and amortization:
Tranche I properties (7,688) (3,998)
Tranche II properties (844) (441)
Tranche III properties (892) (515)
Interest expense:
Tranche I properties (8,182) (3,659)
Tranche II properties (394) (162)
Tranche III properties (455) (141)
Loss on extinguishment of debt:
Tranche I properties (423) -
Tranche II properties (18) -
Tranche III properties (126) -
Gain on sales of real estate assets:
Tranche I properties - 146
Tranche II properties 1,379 642
Tranche III properties - -
------------------------ -------------------------
Net income of contributed properties 23,579 13,205
All other net income, net of preferred dividends 50,408 30,593
------------------------ -------------------------
Consolidated net income available to common shareholders $ 73,987 $ 43,798
======================== =========================
14