CBL 10-K/A
Cbl & Associates Properties Inc (CBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
FOR THE FISCAL YEAR ENDED
Or
FOR THE TRANSITION PERIOD FROM _ TO _
COMMISSION FILE NO.
COMMISSION FILE NO.
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
CBL & Associates Properties, Inc.:
Securities registered under Section 12(b) of the Act:
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Title of each Class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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CBL & Associates Limited Partnership: None
Securities registered pursuant to Section 12(g) of the Act:
CBL & Associates Properties, Inc.: None
CBL & Associates Limited Partnership: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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CBL & Associates Properties, Inc. |
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Yes ☐ |
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CBL & Associates Limited Partnership |
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Yes ☐ |
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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CBL & Associates Properties, Inc. |
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Yes ☐ |
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CBL & Associates Limited Partnership |
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Yes ☐ |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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CBL & Associates Properties, Inc. |
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No ☐ |
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CBL & Associates Limited Partnership |
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No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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CBL & Associates Properties, Inc. |
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No ☐ |
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CBL & Associates Limited Partnership |
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No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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CBL & Associates Properties, Inc. |
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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☐ |
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Smaller Reporting Company |
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Emerging growth company |
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CBL & Associates Limited Partnership |
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller Reporting Company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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CBL & Associates Properties, Inc. |
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Yes
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No ☒ |
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CBL & Associates Limited Partnership |
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Yes
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No ☒ |
The aggregate market value of the 169,176,047 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 2019 was $
As of February 28, 2020,
DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2019 (“Annual Report”) of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership, filed with the Securities and Exchange Commission on March 9, 2020 (“Original Filing Date”), is being filed to amend Part II, Item 5 to include disclosure regarding the issuance of unregistered common stock during the fourth quarter of the year ended December 31, 2019, which was inadvertently omitted from the original filing. This Amendment No. 1 also corrects an inadvertent typographical error that resulted in the omission of the conformed signature of Deloitte & Touche LLP on the Report of Independent Registered Public Accounting Firm contained in Exhibit 99.1. In addition, this Amendment No. 1 amends the Exhibit Index included in the original Annual Report to include new certifications by the Company’s principal executive officer and principal financial officer (Exhibits 31.5 through 31.8 and Exhibits 32.5 through 32.8).
This Amendment No. 1 speaks as of the Original Filing Date of the Annual Report, does not reflect events that may have occurred subsequent to the Original Filing Date, and, apart from the disclosure added as described above, does not modify or update in any way the disclosures made in the original Annual Report. Unless stated otherwise or the context otherwise requires, references to the “Company” mean CBL & Associates Properties, Inc. and its subsidiaries. References to the “Operating Partnership” mean CBL & Associates Limited Partnership and its subsidiaries. The terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the context requires.
3
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange. The stock symbol is “CBL”. There were approximately 797 shareholders of record for our common stock as of February 28, 2020.
During 2019, our board of directors suspended all future dividends with respect to the Company’s outstanding common stock and preferred stock, as well as distributions with respect to the Operating Partnership’s outstanding units of partnership interest, subject to quarterly review. Future dividend distributions are subject to our actual results of operations, taxable income, economic conditions, issuances of common stock and such other factors as our board of directors deems relevant. For additional information, see discussion presented under the subheading “Dividends – CBL” in Note 9 to the Annual Report on Form 10-K for the year ended December 31, 2019 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the Anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements.
See Part III, Item 12 to the Annual Report on Form 10-K for the year ended December 31, 2019 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership for information regarding securities authorized for issuance under equity compensation plans. The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2019:
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Period |
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Total Number of Shares Purchased (1) |
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Average Price Paid per Share (2) |
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Total Number of Shares Purchased as Part of a Publicly Announced Plan |
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan |
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Oct. 1–31, 2019 |
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$ |
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$ |
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Nov. 1–30, 2019 |
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187 |
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1.67 |
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— |
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— |
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Dec. 1–31, 2019 |
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— |
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— |
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— |
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— |
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Total |
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187 |
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$ |
1.67 |
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— |
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$ |
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(1) |
Represents shares surrendered to the Company by employees to satisfy federal and state income tax requirements related to the vesting of shares of restricted stock. |
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(2) |
Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements. |
Effective December 19, 2019, the Company issued an aggregate of 611,847 shares of common stock in satisfaction of exchange rights exercised by two third party limited partners in the Operating Partnership with respect to 611,847 common units in the Operating Partnership, in accordance with the Company's right to deliver either shares of the Company's common stock or their cash equivalent (as determined pursuant to the Partnership Agreement of the Operating Partnership) to complete such exchanges pursuant to the terms of the Partnership Agreement. The Company believes that the issuance of these shares was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because it did not involve a public offering or sale. No underwriters, brokers or finders were involved in these transactions.
Operating Partnership Units
There is no established public trading market for the Operating Partnership’s common units. On February 28, 2020, the Operating Partnership had 26,073,966 common units outstanding (comprised of 3,269,446 special common units and 22,804,520 common units) held by 65 holders of record, excluding the 175,633,044 common units held by the Company.
During the three months ended December 31, 2019, the Operating Partnership canceled the 187 common units underlying the 187 shares of common stock that were surrendered for tax obligations in conjunction with the surrender to the Company of such shares, as described above. During 2019, the Operating Partnership elected to pay less than $0.1 million in cash, at a cost of $1.316 per unit, to a holder of 72,592 common units of limited partnership interest in the Operating Partnership upon the exercise of the holder's conversion rights. Additionally, effective December 19, 2019, the Company issued an aggregate of 611,847 shares of common stock in satisfaction of conversion rights exercised by two third party limited partners in the Operating Partnership with respect to 611,847 common units in the Operating Partnership, as described above.
4
EXHIBIT INDEX
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Exhibit Number |
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Description |
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Amended and Restated Certificate of Incorporation of the Company, as amended through May 6, 2016 (a) |
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Third Amended and Restated Bylaws of the Company, as amended through June 22, 2018 (b) |
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4.1 |
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See Amended and Restated Certificate of Incorporation of the Company, as amended, and Third Amended and Restated Bylaws of the Company, as amended, relating to the Common Stock, Exhibits 3.1 and 3.2 above |
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Limited Guarantee, dated as of November 26, 2013, of CBL & Associates Properties, Inc. (n) |
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Global Note evidencing the additional offering of 5.950% Senior Notes Due 2026 (r) |
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5
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CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (u) |
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Amendment No. 1 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (x) |
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Amendment No. 2 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y) |
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Amendment No. 3 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (nn) |
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10.3.1 |
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Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed prior to 2013 (dd) |
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10.4.1 |
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Employment Agreement for Charles B. Lebovitz† (ee) |
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10.4.2 |
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Employment Agreement for Stephen D. Lebovitz† (ee) |
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Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements† (a) |
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CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (ff) |
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10.5 |
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Option Agreement relating to Outparcels (ee) |
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Subsidiaries of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership (oo) |
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Consent of Deloitte & Touche LLP (for the Operating Partnership) (oo) |
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101.INS |
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.) |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.) |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.) |
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(a) |
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.** |
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(b) |
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2018.** |
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(c) |
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.* |
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(d) |
Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.* |
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(e) |
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.* |
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(f) |
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.* |
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(g) |
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.* |
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(h) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.* |
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(i) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.* |
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(j) |
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.* |
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(k) |
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.* |
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(l) |
Incorporated by reference from the Company's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2005.* |
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(m) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.* |
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(n) |
Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.** |
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(o) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed December 13, 2016.** |
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(p) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed February 5, 2019.** |
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(q) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed October 8, 2014.** |
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(r) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on September 1, 2017.** |
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(s) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.* |
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(t) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.* |
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(u) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.* |
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(v) |
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.* |
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(w) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.* |
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(x) |
Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.** |
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(y) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 12, 2017.* |
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(z) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 27, 2015.** |
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(aa) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 13, 2017.** |
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(bb) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 16, 2018.** |
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(cc) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 15, 2019.** |
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(dd) |
Incorporated by reference to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on October 5, 1993. Exhibit originally filed in paper format and as such, a hyperlink is not available.* |
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(ee) |
Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994. Exhibit originally filed in paper format and as such, a hyperlink is not available.* |
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(ff) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.* |
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(gg) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 6, 2001* |
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(hh) |
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.* |
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(ii) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2013.* |
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(jj) |
Incorporated by reference from the Company's Current Report on Form 8-K/A, filed on February 28, 2019.** |
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(kk) |
Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 3, 2018.** |
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(ll) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed on November 1, 2019.** |
(mm)Incorporated by reference from the Company’s Quarterly Report on Form 10-Q/A, filed on December 20, 2019.**
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(nn) |
Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 14, 2020.** |
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(oo) |
Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 9, 2020.** |
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† |
A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report. |
* Commission File No. 1-12494
** Commission File No. 1-12494 and 333-182515-01
9
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) 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.
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CBL & ASSOCIATES PROPERTIES, INC. |
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(Registrant) |
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By: |
/s/ Farzana Khaleel |
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Farzana Khaleel |
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Executive Vice President - Chief Financial Officer and Treasurer |
Dated: March 11, 2020
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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CBL & ASSOCIATES LIMITED PARTNERSHIP |
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(Registrant) |
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By: CBL HOLDINGS I, INC., its general partner |
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By: |
/s/ Farzana Khaleel |
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Farzana Khaleel |
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Executive Vice President - Chief Financial Officer and Treasurer |
Dated: March 11, 2020
11