UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 |
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)
COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP)
CBL & ASSOCIATES PROPERTIES INC
CBL & Associates Limited Partnership
(Exact Name of registrant as specified in its charter)
Delaware | (CBL & ASSOCIATES PROPERTIES, INC.) |
| 62-1545718 |
Delaware | (CBL & ASSOCIATES LIMITED PARTNERSHIP) |
| 62-1542285 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) | |
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000
(Address of principal executive office, including zip code)
423-855-0001
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Act:
CBL & Associates Properties, Inc.
Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | CBL | New York Stock Exchange |
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value | CBLprD | New York Stock Exchange |
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value | CBLprE | New York Stock Exchange |
CBL & Associates Limited Partnership: None
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.
CBL & Associates Properties, Inc. |
| Yes | ☒ | No | ☐ |
CBL & Associates Limited Partnership |
| Yes | ☒ | 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).
CBL & Associates Properties, Inc. |
| Yes | ☒ | No | ☐ |
CBL & Associates Limited Partnership |
| Yes | ☒ | 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.
CBL & Associates Properties, Inc. |
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Large accelerated filer | ☒ |
| Accelerated filer | ☐ |
Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ |
Emerging growth company | ☐ |
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CBL & Associates Limited Partnership |
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Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
Non-accelerated filer | ☒ |
| Smaller reporting company | ☐ |
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).
CBL & Associates Properties, Inc. |
| Yes | ☐ | No | ☒ |
CBL & Associates Limited Partnership |
| Yes | ☐ | No | ☒ |
As of November 8, 2019, there were 173,503,412 shares of CBL & Associates Properties, Inc.'s common stock, par value $0.01 per share, outstanding.
EXPLANATORY NOTE
This Form 10-Q/A, Amendment No. 1 to the Quarterly Report on Form 10‑Q for the quarter ended September 30, 2019 (the “Third Quarter 10‑Q”) of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership is being filed solely to add Exhibit 10.13 to Part II, Item 6 of the report and to add related disclosure to Part II, Item 5 of the report. No other changes have been made to the Third Quarter 10‑Q. This Amendment No. 1 speaks as of the original filing date of the Third Quarter 10‑Q, does not reflect events that may have occurred subsequent to the original filing date, and, apart from the disclosure added as Part II, Item 5 of this report, does not modify or update in any way the disclosures made in the original Third Quarter 10‑Q. 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.
ITEM 5: Other Information
On August 22, 2019, the United States District Court for the Middle District of Florida (the “Court”) granted final approval of a Settlement Agreement and Release (the “Settlement Agreement”) with respect to the class action lawsuit filed on March 16, 2016 in that Court by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The Settlement Agreement as finally approved, a copy of which is filed as an exhibit to this Form 10-Q/A, documents the settlement of this litigation on the terms previously disclosed in our Current Report on Form 8-K filed with the SEC on April 23, 2019. For additional information concerning the current status of this settlement and costs incurred by the Company through the original filing date of the Third Quarter 10-Q, please refer to the disclosure contained in Part II, Item 1 of the Third Quarter 10-Q.
ITEM 6: Exhibits
INDEX TO EXHIBITS
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101.INS |
| 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.* |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document.* |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document.* |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.) |
* | Previously filed with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 12, 2019. (SEC File Nos. 1-12494 and 333-182515-01) |
SIGNATURES
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/ Farzana Khaleel
Farzana Khaleel
Executive Vice President -
Chief Financial Officer and Treasurer
(Authorized Officer and Principal Financial Officer)
CBL & ASSOCIATES LIMITED PARTNERSHIP
By: CBL HOLDINGS I, INC., its general partner
/s/ Farzana Khaleel
Farzana Khaleel
Executive Vice President -
Chief Financial Officer and Treasurer
(Authorized Officer and Principal Financial Officer)
Date: December 20, 2019