form10qa.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
(Amendment No. 2)
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011
Or
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM ____________ TO _______________
COMMISSION FILE NO. 1-12494
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CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of registrant as specified in its charter)
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DELAWARE 62-1545718
(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)
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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accerlerated filer x |
Accelerated filer o |
| Non-accelerated filer o (Do not check if smaller reporting company) |
Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 3, 2011, there were 148,363,530 shares of common stock, par value $0.01 per share, outstanding.
EXPLANATORY NOTE
Our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, initially filed on August 9, 2011 (“Form 10-Q”), as amended by Amendment No. 1 to Form 10-Q (“Amendment No. 1”) submitted on September 8, 2011, is revised by this Amendment No. 2 on Form 10-Q/A to our Form 10-Q (“Amendment No. 2”) solely to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T. Exhibit 101 was intended to be furnished by Amendment No. 1. However, the exhibit files as supplied by our vendor contained an error which prohibited their transmission. Exhibit 101 consists of the following materials from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language):
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
Except as described above, no other revisions are being made to the Form 10-Q, as amended. This Amendment No. 2 does not update or modify the disclosure contained in the Form 10-Q, as amended, in any way other than as required to reflect the Exhibit discussed above and does not reflect events occurring after the August 9, 2011 filing of the Form 10-Q.
Pursuant to Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6: Exhibits
The Exhibit Index attached to this report is incorporated by reference into this Item 6.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
/s/ Andrew F. Cobb
_____________________________________
Andrew F. Cobb
Vice President and
Director of Accounting
(Authorized Officer)
Date: September 8, 2011
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Exhibit Number
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Description
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10.5.7**
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First Amendment to Second Amended and Restated Stock Incentive Plan of CBL & Associates Properties, Inc.*
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10.11.3**
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First Amendment to Second Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated as of June 29, 2011
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10.11.4**
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Letter Agreement, dated July 12, 2011, concerning First Amendment to Second Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated as of June 29, 2011
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10.15.5**
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Amended and Restated Loan Agreement between the Operating Partnership, The Lakes Mall, LLC, Lakeshore/Sebring Limited Partnership and First Tennessee Bank National Association, dated June 15, 2011
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10.23.2**
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First Amendment to Seventh Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated July 26, 2011
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10.24**
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Narrative Summary of Material Terms of Aircraft Purchase Effective June 1, 2011
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12.1**
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Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
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31.1**
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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.
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31.2**
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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.
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32.1**
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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.
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32.2**
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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.
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101.INS***
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XBRL Instance Document
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101.SCH***
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XBRL Taxonomy Extension Schema Document
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101.CAL***
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB***
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE***
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF***
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XBRL Taxonomy Extension Definition Linkbase Document
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* Effective May 3, 2011, the Company’s Board of Directors and Compensation Committee approved an immaterial amendment to the Company’s Stock Incentive Plan that (i) increased the maximum potential amount of an annual common stock award to Non-Employee Directors (but not the total number of shares available for awards under the plan) and (ii) eliminated post-retirement transfer restrictions previously imposed on common stock granted to Non-Employee Directors.
** Previously filed or furnished with CBL & Associates Properties, Inc.’s Form 10-Q filed on August 9, 2011 (SEC File No. 1-12494).
*** Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.