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Section 1: 10-K/A (FORM 10-K/A)

cbl-10ka_20191231.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 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.)

Delaware (CBL & Associates Limited Partnership)

(State or Other Jurisdiction of Incorporation or Organization)

 

62-1545718

62-1542285

(I.R.S. Employer Identification No.)

 

 

 

2030 Hamilton Place Blvd., Suite 500

Chattanooga, TN

 

37421

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:    423. 855.0001

Securities registered pursuant to Section 12(b) of the Act:

CBL & Associates Properties, Inc.:

 

Securities registered under Section 12(b) of the Act:

 

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

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.

 

CBL & Associates Properties, Inc.

 

  Yes     

No  

CBL & Associates Limited Partnership

 

  Yes     

No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

CBL & Associates Properties, Inc.

 

  Yes     

No  

CBL & Associates Limited Partnership

 

  Yes     

No  

 


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.

 

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller Reporting Company

 

Emerging growth company

 

 

 

 

 

 

 

 

 

 

 

 

CBL & Associates Limited Partnership

 

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller Reporting Company

 

Emerging growth company

 

 

 

 

 

 

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 

 

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 $ 175,943,089, based on the closing price of $1.04 per share on the New York Stock Exchange on June 28, 2019. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

As of February 28, 2020, 175,633,044 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated by reference in Part III 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.

 

 


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: 

 

Period

 

Total

Number

of Shares

Purchased (1)

 

 

Average

Price Paid

per Share (2)

 

 

Total Number of

Shares Purchased as

Part of a Publicly

Announced Plan

 

 

Approximate Dollar

Value of Shares that

May Yet Be Purchased

Under the Plan

 

Oct. 1–31, 2019

 

 

 

 

$

 

 

 

 

 

$

 

Nov. 1–30, 2019

 

 

187

 

 

 

1.67

 

 

 

 

 

 

 

Dec. 1–31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

187

 

 

$

1.67

 

 

 

 

 

$

 

 

(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.

(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

 

Exhibit

Number

 

Description

3.1

 

Amended and Restated Certificate of Incorporation of the Company, as amended through May 6, 2016 (a)

3.2

 

Third Amended and Restated Bylaws of the Company, as amended through June 22, 2018 (b)

4.1

 

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

4.2

 

Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (c)

4.3

 

Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (c)

4.4

 

Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (c)

4.5

 

Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (d)

4.6

 

Acknowledgment Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (e)

4.7

 

Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (f)

4.8

 

Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)

4.9

 

Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (g)

4.9.1

 

Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (h)

4.9.2

 

Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (i)

4.10

 

Certificate of Designations, dated October 1, 2012, relating to the 6.625% Series E Cumulative Redeemable Preferred Stock (j)

4.11

 

Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (k)

4.12

 

Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (l)

4.13

 

Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (m)

4.14.1

 

Indenture dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (n)

4.14.2

 

First Supplemental Indenture, dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (n)

4.14.3

 

Second Supplemental Indenture, dated as of December 13, 2016, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (o)

4.14.4

 

Third Supplemental Indenture, dated as of January 30, 2019, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (p)

4.14.5

 

Limited Guarantee, dated as of November 26, 2013, of CBL & Associates Properties, Inc. (n)

4.14.6

 

Subsidiary Guarantee, dated as of January 30, 2019, among the Subsidiaries of CBL & Associates Limited Partnership (p)

4.14.7

 

Global Note evidencing the 5.250% Senior Notes Due 2023 (n)

4.14.8

 

Global Note evidencing the 4.60% Senior Notes Due 2024 (q)

4.14.9

 

Global Note evidencing the 5.950% Senior Notes Due 2026 (o)

4.14.10

 

Global Note evidencing the additional offering of 5.950% Senior Notes Due 2026 (r)

4.15

 

Description of Securities (oo)

10.1.1

 

Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (s)

10.1.2

 

Certificate of Designation, dated October 1, 2012, relating to the 6.625% Series E Cumulative Preferred Units (t)

5


 

10.2.1

 

CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (u)

10.2.2

 

Original Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (v)

10.2.3

 

Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (effective May 2013)† (w)*

10.2.4

 

Amendment No. 1 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (x)

10.2.5

 

Amendment No. 2 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y)

10.2.6

 

Amendment No. 3 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (nn)

10.2.7

 

Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (z)

10.2.8

 

Form of Named Executive Officer Stock Restriction Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (z)

10.2.9

 

CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2017)† (aa)

10.2.10

 

CBL & Associates, Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2018)† (bb)

10.2.11

 

CBL & Associates, Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2019)† (cc)

10.2.12

 

Revised Form of Performance Stock Unit Award Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (bb)

10.2.13

 

Revised Form of Named Executive Officer Stock Restriction Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (bb)

10.2.14

 

Retirement and General Release Agreement, dated September 27, 2018, between the Company and Gus Stephas† (kk)

10.2.15

 

Revised Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (for awards in 2020 and subsequent years).† (nn)

10.2.16

 

CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2020).† (nn)

10.3.1

 

Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed prior to 2013 (dd)

10.3.2

 

Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed in 2013 and subsequent years (x)

10.4.1

 

Employment Agreement for Charles B. Lebovitz† (ee)

10.4.2

 

Employment Agreement for Stephen D. Lebovitz† (ee)

10.4.3

 

Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements† (a)

10.4.4

 

CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (ff)

10.5

 

Option Agreement relating to Outparcels (ee)

10.6

 

Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (gg)

10.7

 

Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (l)

10.8.1

 

Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (m)

10.8.2

 

First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (m)

10.8.3

 

Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (m)

10.8.4

 

First Amendment to Contribution Agreement and Joint  Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (m)

10.8.5

 

Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (m)

10.8.6

 

Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (m)

10.8.7

 

Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (m)

10.9.1

 

Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (hh)

6


 

10.9.2

 

Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (hh)

10.10.1

 

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Cantor Fitzgerald & Co. (ii)

10.10.2

 

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and J.P. Morgan Securities LLC (ii)

10.10.3

 

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and KeyBanc Capital Markets Inc. (ii)

10.10.4

 

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and RBC Capital Markets, LLC (ii)

10.10.5

 

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Wells Fargo Securities, LLC (ii)

10.11.1

 

Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated January 30, 2019 (jj)

10.12

 

Agreement dated November 1, 2019, by and among CBL & Associates Properties, Inc., Exeter Capital Investors, L.P., Exeter Capital GP LLC, WEM Exeter LLC and Michael L. Ashner (ll)

10.13

 

Settlement Agreement and Release, by and between the Company, the Operating Partnership, the Management Company, JG Gulf Coast Town Center LLC and Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian, as approved by the U.S. District Court for the Middle District of Florida on August 22, 2019 (mm)

21

 

Subsidiaries of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership (oo)

23.1

 

Consent of Deloitte & Touche LLP (for the Company) (oo)

23.2

 

Consent of Deloitte & Touche LLP (for the Operating Partnership) (oo)

24

 

Power of Attorney (oo)

31.1

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. (oo)

31.2

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. (oo)

31.3

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership (oo)

31.4

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership (oo)

31.5

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

31.6

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

31.7

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

31.8

 

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

32.1

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. (oo)

32.2

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. (oo)

32.3

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership (oo)

7


 

32.4

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership (oo)

32.5

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

32.6

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

32.7

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

32.8

 

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

99.1

 

Combined Financial Statements of The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership

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. (Filed herewith.)

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.)

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)

104

 

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)

 

(a)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.**

(b)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2018.**

(c)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*

(d)

Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*

(e)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*

(f)

Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.*

(g)

Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.*

(h)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*

(i)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*

(j)

Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.*

(k)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*

(l)

Incorporated by reference from the Company's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2005.*

(m)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.*

(n)

Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.**

(o)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed December 13, 2016.**

(p)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed February 5, 2019.**

(q)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed October 8, 2014.**

(r)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on September 1, 2017.**

(s)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*

(t)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.*

(u)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*

(v)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.*

(w)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.*

(x)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.**

(y)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 12, 2017.*

(z)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 27, 2015.**

8


(aa)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 13, 2017.**

(bb)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 16, 2018.**

(cc)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 15, 2019.**

(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.*

(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.*

(ff)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.*

(gg)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 6, 2001*

(hh)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*

(ii)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2013.*

(jj)

Incorporated by reference from the Company's Current Report on Form 8-K/A, filed on February 28, 2019.**

(kk)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 3, 2018.**

(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.**

(nn)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 14, 2020.**

(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.**

 

 

 

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.

 

CBL & ASSOCIATES PROPERTIES, INC.

(Registrant)

 

 

By:

/s/ Farzana Khaleel

 

Farzana Khaleel

 

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.

 

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Registrant)

By: CBL HOLDINGS I, INC., its general partner

 

 

By:

/s/ Farzana Khaleel

 

Farzana Khaleel

 

Executive Vice President -

Chief Financial Officer and Treasurer

 

Dated: March 11, 2020

 

11

(Back To Top)

Section 2: EX-31 (EX-31.5)

cbl-ex315_13.htm

Exhibit 31.5

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1)

I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of CBL & Associates Properties, Inc.;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: March 11, 2020

 

/s/ Stephen D. Lebovitz

Stephen D. Lebovitz, Director and

Chief Executive Officer

 

(Back To Top)

Section 3: EX-31 (EX-31.6)

cbl-ex316_12.htm

Exhibit 31.6

CERTIFICATION

I, Farzana Khaleel, certify that:

(1)

I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of CBL & Associates Properties, Inc.;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: March 11, 2020

 

/s/ Farzana Khaleel

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer

 

(Back To Top)

Section 4: EX-31 (EX-31.7)

cbl-ex317_11.htm

Exhibit 31.7

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1)

I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of CBL & Associates Limited Partnership;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: March 11, 2020

 

/s/ Stephen D. Lebovitz

Stephen D. Lebovitz, Director and

Chief Executive Officer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

 

(Back To Top)

Section 5: EX-31 (EX-31.8)

cbl-ex318_10.htm

Exhibit 31.8

CERTIFICATION

I, Farzana Khaleel, certify that:

(1)

I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of CBL & Associates Limited Partnership;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: March 11, 2020

 

/s/ Farzana Khaleel

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

 

(Back To Top)

Section 6: EX-32 (EX-32.5)

cbl-ex325_9.htm

Exhibit 32.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to the Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K/A for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Lebovitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Stephen D. Lebovitz

Stephen D. Lebovitz, Director and

Chief Executive Officer

 

March 11, 2020

Date

 

(Back To Top)

Section 7: EX-32 (EX-32.6)

cbl-ex326_8.htm

Exhibit 32.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to the Annual Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10-K/A for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Farzana Khaleel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Farzana Khaleel

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer

 

March 11, 2020

Date

 

(Back To Top)

Section 8: EX-32 (EX-32.7)

cbl-ex327_6.htm

Exhibit 32.7

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to the Annual Report of CBL & ASSOCIATES LIMITED PARTNERSHIP (the “Operating Partnership”) on Form 10-K/A for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Lebovitz, Chief Executive Officer of CBL Holdings I, Inc., the sole general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

 

/s/ Stephen D. Lebovitz

Stephen D. Lebovitz, Director and

Chief Executive Officer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

 

March 11, 2020

Date

 

(Back To Top)

Section 9: EX-32 (EX-32.8)

cbl-ex328_7.htm

Exhibit 32.8

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to the Annual Report of CBL & ASSOCIATES LIMITED PARTNERSHIP (the “Operating Partnership”) on Form 10-K/A for the year ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Farzana Khaleel, Chief Financial Officer of CBL Holdings I, Inc., the sole general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

 

/s/ Farzana Khaleel

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

 

March 11, 2020

Date

 

(Back To Top)

Section 10: EX-99 (EX-99.1)

cbl-10k_20191231.htm
P10Y P20Y P7Y P10Y P50Y P5Y 0000910612 P5Y P15Y P20Y iso4217:USD 0000910612 srt:GuarantorSubsidiariesMember 2019-12-31 0000910612 srt:GuarantorSubsidiariesMember 2018-12-31 0000910612 srt:GuarantorSubsidiariesMember 2019-01-01 2019-12-31 0000910612 srt:GuarantorSubsidiariesMember 2018-01-01 2018-12-31 0000910612 srt:GuarantorSubsidiariesMember 2017-01-01 2017-12-31 0000910612 srt:GuarantorSubsidiariesMember 2016-12-31 0000910612 srt:GuarantorSubsidiariesMember 2017-12-31 cbl:state 0000910612 srt:GuarantorSubsidiariesMember us-gaap:LineOfCreditMember us-gaap:SecuredDebtMember 2019-12-31 0000910612 srt:GuarantorSubsidiariesMember us-gaap:LineOfCreditMember us-gaap:SecuredDebtMember 2019-01-01 cbl:mall cbl:associated_center cbl:subsidiary cbl:mortgage_note_receivable cbl:senior_unsecured_note 0000910612 srt:GuarantorSubsidiariesMember cbl:SeniorUnsecuredNotesMember 2019-12-31 0000910612 srt:GuarantorSubsidiariesMember us-gaap:CollateralPledgedMember 2019-12-31 xbrli:pure 0000910612 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Exhibit 99.1

 

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Table of Contents

 

Combined Guarantor Subsidiaries

 

 

Report of Independent Registered Public Accounting Firm

2

 

 

 

 

Combined Balance Sheets as of December 31, 2019 and 2018

3

 

 

 

 

Combined Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017

4

 

 

 

 

Combined Statements of Owners' Equity for the Years Ended December 31, 2019, 2018 and 2017

5

 

 

 

 

Combined Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017

6

 

 

 

 

Notes to Combined Financial Statements

7

 

 

 

 

 


 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Owners and Board of Directors of CBL & Associates Limited Partnership

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of the Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership (the "Company") as of December 31, 2019 and 2018, the related combined statements of operations, owners’ equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Deloitte & Touche LLP

 

Atlanta, Georgia  

March 9, 2020

 

We have served as the Company's auditor since 2019.

2


The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

 

 

 

December 31,

 

ASSETS

 

2019

 

 

2018

 

Real estate assets:

 

 

 

 

 

 

 

 

Land

 

$

229,423

 

 

$

232,813

 

Buildings and improvements

 

 

2,160,628

 

 

 

2,361,707

 

 

 

 

2,390,051

 

 

 

2,594,520

 

Accumulated depreciation

 

 

( 899,500

)

 

 

( 921,562

)

 

 

 

1,490,551

 

 

 

1,672,958

 

Developments in progress

 

 

14,503

 

 

 

6,582

 

Net investment in real estate assets

 

 

1,505,054

 

 

 

1,679,540

 

Cash and cash equivalents

 

 

6,456

 

 

 

5,880

 

Receivables:

 

 

 

 

 

 

 

 

Tenant, net of allowance for doubtful accounts of $ 260 in 2018

 

 

30,374

 

 

 

30,553

 

Other

 

 

1,496

 

 

 

1,007

 

Mortgage and other notes receivable

 

 

75,016

 

 

 

76,747

 

Intangible lease assets and other assets

 

 

38,717

 

 

 

48,133

 

 

 

$

1,657,113

 

 

$

1,841,860

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND OWNERS' EQUITY

 

 

 

 

 

 

 

 

Mortgage notes payable, net

 

$

249,879

 

 

$

377,996

 

Accounts payable and accrued liabilities

 

 

50,663

 

 

 

59,241

 

Total liabilities

 

 

300,542

 

 

 

437,237

 

Commitments and contingencies ( Note 8 and Note 12 )

 

 

 

 

 

 

 

 

Owners' equity

 

 

1,356,571

 

 

 

1,404,623

 

 

 

$

1,657,113

 

 

$

1,841,860

 

 

The accompanying notes are an integral part of these combined statements.

3


The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Operations

(In thousands)

 

 

 

 

Year Ended December 31,

 

 

 

 

2019

 

 

2018

 

 

2017

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

277,452

 

 

$

311,804

 

 

$

343,527

 

 

Other

 

 

7,538

 

 

 

7,121

 

 

 

530

 

 

Total revenues

 

 

284,990

 

 

 

318,925

 

 

 

344,057

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

( 43,193

)

 

 

( 46,733

)

 

 

( 49,215

)

 

Depreciation and amortization

 

 

( 94,221

)

 

 

( 97,929

)

 

 

( 106,836

)

 

Real estate taxes

 

 

( 25,535

)

 

 

( 28,217

)

 

 

( 28,124

)

 

Maintenance and repairs

 

 

( 17,722

)

 

 

( 17,730

)

 

 

( 18,073

)

 

Loss on impairment

 

 

( 60,170

)

 

 

 

 

 

( 43,007

)

 

Other

 

 

( 640

)

 

 

( 41

)

 

 

( 8

)

 

Total operating expenses

 

 

( 241,481

)

 

 

( 190,650

)

 

 

( 245,263

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

4,078

 

 

 

7,038

 

 

 

5,485

 

 

Interest expense

 

 

( 15,246

)

 

 

( 24,668

)

 

 

( 39,419

)

 

Gain on extinguishment of debt

 

 

61,796

 

 

 

 

 

 

28,815

 

 

Gain on sales of real estate assets

 

 

22

 

 

 

2,406

 

 

 

38,247

 

 

Total other income (expenses)

 

 

50,650

 

 

 

( 15,224

)

 

 

33,128

 

 

Net income

 

$

94,159

 

 

$

113,051

 

 

$

131,922

 

 

 

The accompanying notes are an integral part of these combined statements.

4


The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 

 

Balance, December 31, 2016

 

$

1,187,580

 

Net income

 

 

131,922

 

Contributions

 

 

462,726

 

Distributions

 

 

( 296,064

)

Balance, December 31, 2017

 

$

1,486,164

 

 

 

 

 

 

Net income

 

 

113,051

 

Contributions

 

 

93,977

 

Distributions

 

 

( 288,569

)

Balance, December 31, 2018

 

$

1,404,623

 

 

 

 

 

 

Net income

 

 

94,159

 

Contributions

 

 

86,170

 

Distributions

 

 

( 216,877

)

Noncash distributions

 

 

( 11,504

)

Balance, December 31, 2019

 

$

1,356,571

 

 

The accompanying notes are an integral part of these combined statements.

5


The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Cash Flows

(In thousands)

 

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

94,159

 

 

$

113,051

 

 

$

131,922

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

94,221

 

 

 

97,929

 

 

 

106,836

 

Net amortization of deferred financing costs, debt premiums and discounts

 

 

249

 

 

 

264

 

 

 

( 191

)

Net amortization of intangible lease assets and liabilities

 

 

( 1,525

)

 

 

( 3,035

)

 

 

( 3,125

)

Gain on sales of real estate assets

 

 

( 22

)

 

 

( 2,406

)

 

 

( 38,247

)

(Gain) loss on insurance proceeds

 

 

( 92

)

 

 

47

 

 

 

 

Write-off of development projects

 

 

 

 

 

455

 

 

 

55

 

Loss on impairment

 

 

60,170

 

 

 

 

 

 

43,007

 

Gain on extinguishment of debt

 

 

( 61,796

)

 

 

 

 

 

( 28,815

)

Change in estimate of uncollectable rental revenues

 

 

2,072

 

 

 

1,236

 

 

 

1,564

 

Changes in:

 

 

 

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

( 4,574

)

 

 

508

 

 

 

( 4,181

)

Other assets

 

 

( 411

)

 

 

( 653

)

 

 

170

 

Accounts payable and accrued liabilities

 

 

2,136

 

 

 

8,586

 

 

 

7,844

 

Net cash provided by operating activities

 

 

184,587

 

 

 

215,982

 

 

 

216,839

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Additions to real estate assets

 

 

( 35,759

)

 

 

( 42,646

)

 

 

( 77,428

)

Acquisitions of real estate assets

 

 

( 8,453

)

 

 

( 3,301

)

 

 

 

Proceeds from sales of real estate assets

 

 

24

 

 

 

3,453

 

 

 

47,565

 

Proceeds from insurance

 

 

769

 

 

 

3,020

 

 

 

 

Additions to mortgage and other notes receivable

 

 

( 11,977

)

 

 

 

 

 

( 79,974

)

Payments received on mortgage and other notes receivable

 

 

13,707

 

 

 

65,659

 

 

 

367

 

Changes in other assets

 

 

( 1,525

)

 

 

( 1,195

)

 

 

( 5,698

)

Net cash provided by (used in) investing activities

 

 

( 43,214

)

 

 

24,990

 

 

 

( 115,168

)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments on mortgage notes payable

 

 

( 13,095

)

 

 

( 47,905

)

 

 

( 268,512

)

Prepayment fees in extinguishment of debt

 

 

 

 

 

 

 

 

( 371

)

Distributions to owners

 

 

( 216,877

)

 

 

( 288,569

)

 

 

( 296,064

)

Contributions from owners

 

 

86,170

 

 

 

93,977

 

 

 

462,726

 

Net cash used in financing activities

 

 

( 143,802

)

 

 

( 242,497

)

 

 

( 102,221

)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

 

( 2,429

)

 

 

( 1,525

)

 

 

( 550

)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

 

 

13,019

 

 

 

14,544

 

 

 

15,094

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

 

$

10,590

 

 

$

13,019

 

 

$

14,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation from combined statements of cash flows to combined balance sheets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,456

 

 

$

5,880

 

 

$

8,479

 

Restricted cash (1):

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

 

 

 

3,726

 

 

 

 

Mortgage escrows