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CBL & Associates Properties 10-Q 2012

Documents found in this filing:

  1. 10-Q
  2. Ex-12.1
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32.1
  6. Ex-32.2
  7. Ex-32.2
CBL-3.31.2012-10Q
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
______________

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
Or

o 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.
(Exact Name of registrant as specified in its charter)
______________
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. 
 Yes x   
  No o
                               
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).
 Yes x   
  No o
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 accelerated 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).
 Yes o  
  No x
As of April 30, 2012, there were 148,716,955 shares of common stock, par value $0.01 per share, outstanding.

1


CBL & Associates Properties, Inc.

Table of Contents

PART I
FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


PART I – FINANCIAL INFORMATION

ITEM 1:   Financial Statements

CBL & Associates Properties, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
ASSETS
March 31,
2012
 
December 31,
2011
Real estate assets:
 
 
 
Land
$
851,157

 
$
851,303

Buildings and improvements
6,779,274

 
6,777,776

 
7,630,431

 
7,629,079

Accumulated depreciation
(1,814,121
)
 
(1,762,149
)
 
5,816,310

 
5,866,930

Held for sale

 
14,033

Developments in progress
127,407

 
124,707

Net investment in real estate assets
5,943,717

 
6,005,670

Cash and cash equivalents
61,669

 
56,092

Receivables:
 

 
 

 Tenant, net of allowance for doubtful accounts of $1,900
     and $1,760 in 2012 and 2011, respectively
69,317

 
74,160

 Other, net of allowance for doubtful accounts of $1,269
      and $1,400 in 2012 and 2011, respectively
9,535

 
11,592

Mortgage and other notes receivable
33,688

 
34,239

Investments in unconsolidated affiliates
304,573

 
304,710

Intangible lease assets and other assets
209,609

 
232,965

 
$
6,632,108

 
$
6,719,428

 
 
 
 
 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 

 
 

Mortgage and other indebtedness
$
4,459,248

 
$
4,489,355

Accounts payable and accrued liabilities
270,782

 
303,577

Total liabilities
4,730,030

 
4,792,932

Commitments and contingencies (Notes 5 and 11)


 


Redeemable noncontrolling interests:  
 

 
 

Redeemable noncontrolling partnership interests  
36,596

 
32,271

Redeemable noncontrolling preferred joint venture interest
423,777

 
423,834

Total redeemable noncontrolling interests
460,373

 
456,105

Shareholders' equity:
 

 
 

Preferred stock, $.01 par value, 15,000,000 shares authorized:
 

 
 

 7.75% Series C Cumulative Redeemable Preferred
     Stock, 460,000 shares outstanding
5

 
5

 7.375% Series D Cumulative Redeemable Preferred
     Stock, 1,815,000 shares outstanding
18

 
18

 Common stock, $.01 par value, 350,000,000 shares
     authorized, 148,689,623 and 148,364,037 issued and
     outstanding in 2012 and 2011, respectively
1,487

 
1,484

Additional paid-in capital
1,658,893

 
1,657,927

Accumulated other comprehensive income
4,832

 
3,425

Dividends in excess of cumulative earnings
(416,826
)
 
(399,581
)
Total shareholders' equity
1,248,409

 
1,263,278

Noncontrolling interests
193,296

 
207,113

Total equity
1,441,705

 
1,470,391

 
$
6,632,108

 
$
6,719,428

The accompanying notes are an integral part of these condensed consolidated statements.

3


CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
March 31,
 
2012
 
2011
REVENUES:
 
 
 
Minimum rents
$
160,788

 
$
170,914

Percentage rents
3,466

 
3,740

Other rents
5,313

 
5,008

Tenant reimbursements
70,487

 
76,810

Management, development and leasing fees
2,469

 
1,337

Other
8,149

 
9,360

Total revenues
250,672

 
267,169

 
 
 
 
OPERATING EXPENSES:
 

 
 

Property operating
38,361

 
40,159

Depreciation and amortization
63,157

 
67,699

Real estate taxes
22,846

 
24,326

Maintenance and repairs
13,156

 
16,008

General and administrative
13,800

 
11,800

Other
6,758

 
8,303

Total operating expenses
158,078

 
168,295

Income from operations
92,594

 
98,874

Interest and other income
1,075

 
545

Interest expense
(60,060
)
 
(68,213
)
Gain on extinguishment of debt

 
581

Gain on sales of real estate assets
587

 
809

Equity in earnings of unconsolidated affiliates
1,266

 
1,778

Income tax benefit
228

 
1,770

Income from continuing operations
35,690

 
36,144

Operating income (loss) from discontinued operations
(50
)
 
27,750

Gain on discontinued operations
911

 
14

Net income
36,551

 
63,908

Net income attributable to noncontrolling interests in:
 

 
 

Operating partnership
(4,362
)
 
(10,451
)
Other consolidated subsidiaries
(6,140
)
 
(6,138
)
Net income attributable to the Company
26,049

 
47,319

Preferred dividends
(10,594
)
 
(10,594
)
Net income attributable to common shareholders
$
15,455

 
$
36,725



4


CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
(Continued)
 
 
Three Months Ended
March 31,
 
2012
 
2011
Basic per share data attributable to common shareholders:
 

 
 

Income from continuing operations, net of preferred dividends
$
0.10

 
$
0.10

Discontinued operations

 
0.15

Net income attributable to common shareholders
$
0.10

 
$
0.25

Weighted average common shares outstanding
148,495

 
148,069

 
 
 
 
Diluted earnings per share data attributable to common shareholders:
 
 

Income from continuing operations, net of preferred dividends
$
0.10

 
$
0.10

Discontinued operations

 
0.15

Net income attributable to common shareholders
$
0.10

 
$
0.25

Weighted average common and potential dilutive common shares outstanding
148,538

 
148,123

 
 
 
 
Amounts attributable to common shareholders:
 

 
 

Income from continuing operations, net of preferred dividends
$
14,783

 
$
15,112

Discontinued operations
672

 
21,613

Net income attributable to common shareholders
$
15,455

 
$
36,725

 
 
 
 
Dividends declared per common share
$
0.22

 
$
0.21


The accompanying notes are an integral part of these condensed consolidated statements.


5


CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)

 
Three Months Ended
March 31,
 
2012
 
2011
Net income
$
36,551

 
$
63,908

 
 
 
 
Other comprehensive income:
 
 
 
   Unrealized holding gain on securities
1,518

 
1,333

   Reclassification to net income of realized loss on securities

 
22

   Unrealized gain on hedging instruments
284

 
562

Total other comprehensive income
1,802

 
1,917

 
 
 
 
Comprehensive income
38,353

 
65,825

  Comprehensive income attributable to noncontrolling interests in:
 
 
 
     Operating partnership
(4,757
)
 
(10,875
)
     Other consolidated subsidiaries
(6,140
)
 
(6,138
)
Comprehensive income attributable to the Company
$
27,456

 
$
48,812


The accompanying notes are an integral part of these condensed consolidated statements.


6


CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Equity
(In thousands)
 
 
 
 
Equity
 
 
 
Shareholders' Equity
 
 
 
 
 
Redeemable Noncontrolling Partnership Interests
 
Preferred
 Stock
 
Common
 Stock
 
Additional
 Paid-in
 Capital
 
Accumulated Other Comprehensive Income
 
Dividends in Excess of Cumulative Earnings
 
Total Shareholders' Equity
 
Noncontrolling Interests
 
Total
 Equity
Balance, January 1, 2011
$
34,379

 
$
23

 
$
1,479

 
$
1,657,507

 
$
7,855

 
$
(366,526
)
 
$
1,300,338

 
$
223,605

 
$
1,523,943

Net income
1,353

 

 

 

 

 
47,319

 
47,319

 
10,151

 
57,470

Other comprehensive income
16

 

 

 

 
1,493

 

 
1,493

 
408

 
1,901

Conversion of operating partnership special
     common units to shares of common stock

 

 
1

 
728

 

 

 
729

 
(729
)
 

Dividends declared - common stock

 

 

 

 

 
(31,150
)
 
(31,150
)
 

 
(31,150
)
Dividends declared - preferred stock

 

 

 

 

 
(10,594
)
 
(10,594
)
 

 
(10,594
)
Issuance of common stock and restricted common stock

 

 
2

 
126

 

 

 
128

 

 
128

Cancellation of restricted common stock

 

 

 
(109
)
 

 

 
(109
)
 

 
(109
)
Exercise of stock options

 

 
1

 
1,309

 

 

 
1,310

 

 
1,310

Accrual under deferred compensation arrangements

 

 

 
13

 

 

 
13

 

 
13

Amortization of deferred compensation

 

 

 
980

 

 

 
980

 

 
980

Distributions to noncontrolling interests
(2,133
)
 

 

 

 

 

 

 
(11,913
)
 
(11,913
)
Adjustment for noncontrolling interests
692

 

 

 
608

 

 

 
608

 
84

 
692

Adjustment to record redeemable
     noncontrolling interests at redemption value
(55
)
 

 

 
55

 

 

 
55

 

 
55

Balance, March 31, 2011
$
34,252

 
$
23

 
$
1,483

 
$
1,660,001

 
$
9,348

 
$
(360,951
)
 
$
1,309,904

 
$
221,438

 
$
1,531,342


The accompanying notes are an integral part of these condensed consolidated statements.


7


CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Equity
(In thousands)
(Continued)
 
 
 
Equity
 
 
 
Shareholders' Equity
 
 
 
 
 
Redeemable Noncontrolling Partnership Interests
 
Preferred
 Stock
 
Common
 Stock
 
Additional
 Paid-in
 Capital
 
Accumulated Other Comprehensive Income
 
Dividends in Excess of Cumulative Earnings
 
Total Shareholders' Equity
 
Noncontrolling Interests
 
Total
 Equity
Balance, January 1, 2012
$
32,271

 
$
23

 
$
1,484

 
$
1,657,927

 
$
3,425

 
$
(399,581
)
 
$
1,263,278

 
$
207,113

 
$
1,470,391

Net income
1,089

 

 

 

 

 
26,049

 
26,049

 
4,269

 
30,318

Other comprehensive income
14

 

 

 

 
1,407

 

 
1,407

 
381

 
1,788

Redemption of operating partnership common units

 

 

 

 

 

 

 
(6,359
)
 
(6,359
)
Dividends declared - common stock

 

 

 

 

 
(32,700
)
 
(32,700
)
 

 
(32,700
)
Dividends declared - preferred stock

 

 

 

 

 
(10,594
)
 
(10,594
)
 

 
(10,594
)
Issuance of common stock and restricted common stock

 

 
2

 
282

 

 

 
284

 

 
284

Cancellation of restricted common stock

 

 

 
(247
)
 

 

 
(247
)
 

 
(247
)
Exercise of stock options

 

 
1

 
2,337

 

 

 
2,338

 

 
2,338

Accrual under deferred compensation arrangements

 

 

 
14

 

 

 
14

 

 
14

Amortization of deferred compensation

 

 

 
1,041

 

 

 
1,041

 

 
1,041

Distributions to noncontrolling interests
(1,893
)
 

 

 

 

 

 

 
(9,454
)
 
(9,454
)
Adjustment for noncontrolling interests
843

 

 

 
(1,811
)
 

 

 
(1,811
)
 
2,654

 
843

Adjustment to record redeemable
     noncontrolling interests at redemption value
4,272

 

 

 
(4,272
)
 

 

 
(4,272
)
 

 
(4,272
)
Balance, March 31, 2012
$
36,596

 
$
23

 
$
1,487

 
$
1,658,893

 
$
4,832

 
$
(416,826
)
 
$
1,248,409

 
$
193,296

 
$
1,441,705


The accompanying notes are an integral part of these condensed consolidated statements.


8


CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
  
 
 
Three Months Ended
March 31,
 
 
2012
 
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 
 
Net income
$
36,551

 
$
63,908

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

 
Depreciation and amortization
63,273

 
68,067

 
Net amortization of deferred finance costs and debt premiums
2,071

 
2,200

 
Net amortization of intangible lease assets and liabilities
272

 
(253
)
 
Gain on sales of real estate assets
(587
)
 
(809
)
 
Gain on sale of discontinued operations
(911
)
 
(14
)
 
Write-off of development projects
(124
)
 

 
Share-based compensation expense
1,275

 
1,073

 
Net realized loss on sale of available-for-sale securities

 
22

 
Write-down of mortgage and other notes receivable

 
1,500

 
Loss on impairment of real estate from discontinued operations
293

 
2,746

 
Gain on extinguishment of debt

 
(581
)
 
Gain on extinguishment of debt from discontinued operations

 
(31,434
)
 
Equity in earnings of unconsolidated affiliates
(1,266
)
 
(1,778
)
 
Distributions of earnings from unconsolidated affiliates
3,167

 
1,459

 
Provision for doubtful accounts
668

 
1,422

 
Change in deferred tax accounts
2,823

 
(258
)
 
Changes in:
 

 
 

 
Tenant and other receivables
8,236

 
6,041

 
Other assets
756

 
(1,319
)
 
Accounts payable and accrued liabilities
(24,675
)
 
(33,178
)
 
Net cash provided by operating activities
91,822

 
78,814

 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

 
Additions to real estate assets
(42,862
)
 
(31,292
)
 
(Additions) reductions to restricted cash
15,067

 
(5,076
)
 
Proceeds from sales of real estate assets
35,547

 
10,322

 
Payments received on mortgage and other notes receivable
599

 
206

 
Additional investments in and advances to unconsolidated affiliates
(3,908
)
 
(1,892
)
 
Distributions in excess of equity in earnings of unconsolidated affiliates
3,741

 
2,500

 
Changes in other assets
(746
)
 
(1,634
)
 
Net cash provided by (used in) investing activities
7,438

 
(26,866
)
 
 


 


 
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)
 
 
 
 
 
 
Three Months Ended
March 31,
 
 
2012
 
2011

9


CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from mortgage and other indebtedness
$
581,791

 
$
626,353

Principal payments on mortgage and other indebtedness
(611,382
)
 
(619,234
)
Additions to deferred financing costs
(1,105
)
 
(3,003
)
Proceeds from issuances of common stock
42

 
48

Proceeds from exercises of stock options
1,334

 
1,310

Purchase of noncontrolling interest in the Operating Partnership
(6,359
)
 

Contributions from noncontrolling interests
285

 

Distributions to noncontrolling interests
(16,539
)
 
(18,799
)
Dividends paid to holders of preferred stock
(10,594
)
 
(10,594
)
Dividends paid to common shareholders
(31,156
)
 
(29,585
)
Net cash used in financing activities
(93,683
)
 
(53,504
)
 
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
5,577

 
(1,556
)
CASH AND CASH EQUIVALENTS, beginning of period
56,092

 
50,896

CASH AND CASH EQUIVALENTS, end of period
$
61,669

 
$
49,340

 
 
 
 
SUPPLEMENTAL INFORMATION:
 

 
 

Cash paid for interest, net of amounts capitalized
$
57,054

 
$
66,027


 
The accompanying notes are an integral part of these condensed consolidated statements.


10


CBL & Associates Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share data)
Note 1 – Organization and Basis of Presentation
CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers, community centers and office properties.  Its shopping centers are located in 26 states, but are primarily in the southeastern and midwestern United States.
CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”). As of March 31, 2012, the Operating Partnership owned controlling interests in 74 regional malls/open-air centers, 29 associated centers (each located adjacent to a regional mall), six community centers and 13 office buildings, including CBL’s corporate office building. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a variable interest entity.  At March 31, 2012, the Operating Partnership owned non-controlling interests in ten regional malls/open-air centers, three associated centers, five community centers and six office buildings. Because one or more of the other partners have substantive participating rights, the Operating Partnership does not control these partnerships and joint ventures and, accordingly, accounts for these investments using the equity method. The Operating Partnership had controlling interests in two community center expansions and one mall redevelopment under construction at March 31, 2012.  The Operating Partnership also holds options to acquire certain development properties owned by third parties.
CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At March 31, 2012, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 77.1% limited partner interest for a combined interest held by CBL of 78.1%.
The noncontrolling interest in the Operating Partnership is held primarily by CBL & Associates, Inc. and its affiliates (collectively “CBL’s Predecessor”) and by affiliates of The Richard E. Jacobs Group, Inc. (“Jacobs”). CBL’s Predecessor contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993. Jacobs contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for limited partner interests when the Operating Partnership acquired the majority of Jacobs’ interests in 23 properties in January 2001 and the balance of such interests in February 2002. At March 31, 2012, CBL’s Predecessor owned a 9.8% limited partner interest, Jacobs owned a 6.6% limited partner interest and third parties owned a 5.5% limited partner interest in the Operating Partnership.  CBL’s Predecessor also owned 7.6 million shares of CBL’s common stock at March 31, 2012, for a total combined effective interest of 13.8% in the Operating Partnership.
The Operating Partnership conducts CBL’s property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Operating Partnership owns 100% of both of the Management Company’s preferred stock and common stock.
CBL, the Operating Partnership and the Management Company are collectively referred to herein as “the Company”.
The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended March 31, 2012 are not necessarily indicative of the results to be obtained for the full fiscal year.
Certain historical amounts have been reclassified to conform to the current year's presentation. The financial results of certain properties are reported as discontinued operations in the condensed consolidated financial statements. Except where noted, the information presented in the Notes to Unaudited Condensed Consolidated Financial Statements excludes discontinued operations.
These condensed consolidated financial statements should be read in conjunction with CBL’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2011, as amended.



11



Note 2 – Recent Accounting Pronouncements
 
Accounting Guidance Adopted
 
In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). The objective of ASU 2011-04 is to align fair value measurements and related disclosure requirements under GAAP and International Financial Reporting Standards (“IFRSs”), thus improving the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. For public entities, this guidance was effective for interim and annual periods beginning after December 15, 2011 and should be applied prospectively. The adoption of ASU 2011-04 did not have a material impact on the Company's condensed consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). The objective of this accounting update is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. ASU 2011-05 requires that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but continuous statements of net income and other comprehensive income. For public entities, this guidance was effective for interim and annual periods beginning after December 15, 2011 and should be applied retrospectively. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”). This guidance defers the changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. Other requirements of ASU 2011-05 are not affected by ASU 2011-12. The guidance in ASU 2011-12 was effective at the same time as ASU 2011-05 so that entities would not be required to comply with the presentation requirements in ASU 2011-05 that ASU 2011-12 deferred. The adoption of this guidance changed the presentation format of the Company's condensed consolidated financial statements but did not have an impact on the amounts reported in those statements.

In December 2011, the FASB issued ASU No. 2011-10, Derecognition of in Substance Real Estate - a Scope Clarification (“ASU 2011-10”). This guidance applies to the derecognition of in substance real estate when the parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate because of a default by the subsidiary on its nonrecourse debt. Under ASU 2011-10, the reporting entity should apply the guidance in Accounting Standards Codification ("ASC") 360-20, Property, Plant and Equipment - Real Estate Sales, to determine whether it should derecognize the in substance real estate. Generally, the requirements to derecognize in substance real estate would not be met before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness. Thus, even if the reporting entity ceases to have a controlling financial interest under ASC 810-10, Consolidation - Overall, it would continue to include the real estate, debt, and the results of the subsidiary's operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. ASU 2011-10 should be applied on a prospective basis to deconsolidation events occurring after the effective date. For public companies, this guidance is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. Early adoption is permitted. The Company elected to adopt ASU 2011-10 effective January 1, 2012. The adoption of this guidance did not have an impact on the Company's condensed consolidated financial statements.

Note 3 – Fair Value Measurements
The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:
Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

12


The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions, and risk of nonperformance.
Fair Value Measurements on a Recurring Basis
The following tables set forth information regarding the Company’s financial instruments that are measured at fair value on a recurring basis in the accompanying condensed consolidated balance sheets as of March 31, 2012 and December 31, 2011:
 
 
 
Fair Value Measurements at Reporting Date Using
 
Fair Value at
March 31, 2012
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Available-for-sale securities
$
32,133

 
$
20,304

 
$

 
$
11,829

Privately held debt and equity securities
2,475

 

 

 
2,475

Interest rate cap
3

 

 
3

 

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Interest rate swaps
$
5,316

 
$

 
$
5,316

 
$

 
 

 
Fair Value Measurements at Reporting Date Using
 
Fair Value at
December 31, 2011
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
Assets:
 

 
 

 
 

 
 

Available-for-sale securities
$
30,613

 
$
18,784

 
$

 
$
11,829

Privately held debt and equity securities
2,475

 

 

 
2,475

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Interest rate swaps
$
5,617

 
$

 
$
5,617

 
$

The Company recognizes transfers in and out of every level at the end of each reporting period. There were no transfers between Levels 1, 2, or 3 for all periods presented.
Intangible lease assets and other assets in the condensed consolidated balance sheets include marketable securities consisting of corporate equity securities, mortgage/asset-backed securities, mutual funds and bonds that are classified as available for sale.  Net unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive income in redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests.  During the three months ended March 31, 2012 and 2011, the Company did not record any write-downs related to other-than-temporary impairments.  During the three months ended March 31, 2011, the Company recognized realized losses of $22 related to sales of marketable securities.  The fair value of the Company’s available-for-sale securities that are based on quoted market prices, are classified under Level 1.  Tax increment financing bonds ("TIF bonds") are classified as Level 3. The following is a summary of the available-for-sale securities held by the Company as of March 31, 2012 and December 31, 2011:

13


 
 
 
Gross Unrealized
 
 
 
Adjusted Cost
 
Gains
 
Losses
 
Fair Value
March 31, 2012:
 
 
 
 
 
 
 
Common stocks
$
4,207

 
$
10,918

 
$
(5
)
 
$
15,120

Mutual funds
943

 
59

 

 
1,002

Mortgage/asset-backed securities
1,814

 
7

 
(12
)
 
1,809

Government and government sponsored entities
14,984

 
22

 
(1,548
)
 
13,458

Corporate bonds
683

 
27

 

 
710

International bonds
33

 
1

 

 
34

 
$
22,664

 
$
11,034

 
$
(1,565
)
 
$
32,133


 
 

 
Gross Unrealized
 
 

 
Adjusted Cost
 
Gains
 
Losses
 
Fair Value
December 31, 2011:
 

 
 

 
 

 
 

Common stocks
$
4,207

 
$
9,480

 
$
(5
)
 
$
13,682

Mutual funds
928

 
23

 

 
951

Mortgage/asset-backed securities
1,717

 
10

 
(4
)
 
1,723

Government and government sponsored entities
15,058

 
45

 
(1,542
)
 
13,561

Corporate bonds
636

 
26

 

 
662

International bonds
33

 
1

 

 
34

 
$
22,579

 
$
9,585

 
$
(1,551
)
 
$
30,613

The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt.  The Company had four interest rate swaps and one interest rate cap as of March 31, 2012 and December 31, 2011, that qualify as hedging instruments and are designated as cash flow hedges.  The interest rate cap is included in intangible lease assets and other assets and the interest rate swaps are reflected in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets.  The swaps and cap have predominantly met the effectiveness test criteria since inception and changes in their fair values are, thus, primarily reported in other comprehensive income (loss) and are reclassified into earnings in the same period or periods during which the hedged items affect earnings.  The fair values of the Company’s interest rate hedges, classified under Level 2, are determined based on prevailing market data for contracts with matching durations, current and anticipated London Interbank Offered Rate (“LIBOR”) information, consideration of the Company’s credit standing, credit risk of the counterparties and reasonable estimates about relevant future market conditions.  See Note 6 for further information regarding the Company’s interest rate hedging instruments.
The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage and other indebtedness was $4,752,127 and $4,836,028 at March 31, 2012 and December 31, 2011, respectively.  The fair value was calculated by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.
The Company holds TIF bonds, which mature in 2028, received in a private placement as consideration for infrastructure improvements made by the Company related to the development of a community center. The Company has the intent and ability to hold the TIF bonds through the recovery period. To value the TIF bonds at March 31, 2012, the Company performed a probability-weighted discounted cash flow analysis using various bond redemption scenarios and a net present value based on a discount rate of 7% and a lack of marketability discount of 5%. The valuation assumes a 5% long-term revenue growth rate. Due to the significant unobservable estimates and assumptions used in the valuation of the TIF bonds, the Company has classified the TIF bonds under Level 3 in the fair value hierarchy. There were no changes in the $11,829 classified as available-for-sale securities (Level 3) for the period from December 31, 2011 through March 31, 2012.
The Company holds a secured convertible promissory note from Jinsheng Group (“Jinsheng”), in which the Company also holds a cost-method investment.  The secured convertible note is non-interest bearing and is secured by shares of Jinsheng.  Since the secured convertible note is non-interest bearing and there is no active market for Jinsheng’s debt, the Company performed a probability-weighted discounted cash flow analysis using various sale, redemption and initial public offering ("IPO")

14


exit strategies. The fair value analysis as of March 31, 2012 forecasts a 0% to 10% reduction in estimated cash flows. Sale and IPO scenarios employ capitalization rates ranging from 10% to 12% which are discounted 20% for lack of marketability. Due to the significant unobservable estimates and assumptions used in the valuation of the note, the Company has classified it under Level 3 in the fair value hierarchy.  Based on the valuation as of March 31, 2012, the Company determined that the current balance of the secured convertible note of $2,475 is not impaired.  There were no changes in the $2,475 classified as privately held debt and equity securities (Level 3) for the period from December 31, 2011 through March 31, 2012. See Note 5 for further discussion.
The significant unobservable inputs used in the fair value measurement of the TIF bonds are the forecasted growth in sales and marketability discount. The significant unobservable inputs used in the fair value measurement of the Jinsheng note include revenue estimates and marketability discount. Significant increases (decreases) in revenues could result in a significantly higher (lower) fair value measurement whereas significant increases (decreases) in the marketability discount could result in a significantly lower (higher) fair value measurement.
Fair Value Measurements on a Nonrecurring Basis
The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. As of March 31, 2012, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis for which the carrying value exceeded fair value.

Note 4 – Discontinued Operations
 
In March 2012, the Company completed the sale of the second phase of Settlers Ridge, a community center located in Robinson Township, PA, for a gross sales price of $19,144 less commissions and customary closing costs for a net sales price of $18,951. Proceeds from the sale of the second phase of Settlers Ridge were used to reduce the outstanding borrowings on the Company's secured credit facilities. The Company recorded a gain of $883 attributable to the sale in the first quarter of 2012. The Company recorded a loss on impairment of real estate of $4,457 in the second quarter of 2011 to write down the book value of this property to its then estimated fair value. The results of operations of this property and the related gain on the sale are included in discontinued operations for the three months ended March 31, 2012. There were no results of operations for this property for the three months ended March 31, 2011 as it was under development during that period.

In January 2012, the Company sold Oak Hollow Square, a community center located in High Point, NC, for a gross sales price of $14,247. Net proceeds of $13,796 were used to reduce the outstanding balance on the Company's unsecured term loan. The Company recorded a loss on impairment of real estate of $729 in the fourth quarter of 2011 to write down the book value of this property to the estimated net sales price. The Company recorded a loss on impairment of real estate of $255 in the first quarter of 2012 related to the true-up of certain estimated amounts to actual amounts. The results of operations of this property, including the loss on impairment of real estate, are included in discontinued operations for the three months ended March 31, 2012 and 2011, as applicable.
In November 2011, the Company completed the sale of Westridge Square, a community center located in Greensboro, NC, for a sales price of $26,125 less commissions and customary closing costs for a net sales price of $25,768. The Company recorded a loss of $160 attributable to the sale in the fourth quarter of 2011. Proceeds from the sale of Westridge Square were used to reduce the outstanding borrowings on the unsecured term loan used to acquire the Starmount Properties. The results of operations of this property are included in discontinued operations for the three months ended March 31, 2011.

In February 2011, the Company completed the sale of Oak Hollow Mall in High Point, NC, for a gross sales price of $9,000.  Net proceeds were used to retire the outstanding principal balance and accrued interest of $40,281 on the non-recourse loan secured by the property in accordance with the lender’s agreement to modify the outstanding principal balance and accrued interest to equal the net sales price for the property and, as a result, the Company recorded a gain on the extinguishment of debt of $31,434 in the first quarter of 2011.  The Company also recorded a loss on impairment of real estate in the first quarter of 2011 of $2,746 to write down the book value of the property to the net sales price. The results of operations of this property, including the gain on extinguishment of debt and loss on impairment of real estate, are included in discontinued operations for the three months ended March 31, 2011.
 
Total revenues of the properties described above that are included in discontinued operations were $377 and $1,376 for the three months ended March 31, 2012 and 2011, respectively.  Discontinued operations for the three month periods ended March 31, 2012 and 2011 also include settlements of estimated expenses based on actual amounts for properties sold during previous periods.
 


15


Note 5 – Unconsolidated Affiliates, Noncontrolling Interests and Cost Method Investments
 
Unconsolidated Affiliates
 
At March 31, 2012, the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting:
Joint Venture
Property Name
Company's
Interest
CBL/T-C, LLC
CoolSprings Galleria, Oak Park Mall, West County Center
   and Pearland Town Center
60.3
%
CBL-TRS Joint Venture, LLC
Friendly Center, The Shops at Friendly Center and a portfolio
   of six office buildings
50.0
%
CBL-TRS Joint Venture II, LLC
Renaissance Center
50.0
%
Governor’s Square IB
Governor’s Plaza
50.0
%
Governor’s Square Company
Governor’s Square
47.5
%
High Pointe Commons, LP
High Pointe Commons
50.0
%
High Pointe Commons II-HAP, LP
High Pointe Commons - Christmas Tree Shop
50.0
%
Imperial Valley Mall L.P.
Imperial Valley Mall
60.0
%
Imperial Valley Peripheral L.P.
Imperial Valley Mall (vacant land)
60.0
%
JG Gulf Coast Town Center LLC
Gulf Coast Town Center
50.0
%
Kentucky Oaks Mall Company
Kentucky Oaks Mall
50.0
%
Mall of South Carolina L.P.
Coastal Grand—Myrtle Beach
50.0
%
Mall of South Carolina Outparcel L.P.
Coastal Grand—Myrtle Beach (Coastal Grand Crossing
   and vacant land)
50.0
%
Port Orange I, LLC
The Pavilion at Port Orange Phase I
50.0
%
Triangle Town Member LLC
Triangle Town Center, Triangle Town Commons
   and Triangle Town Place
50.0
%
West Melbourne I, LLC
Hammock Landing Phases I and II
50.0
%
York Town Center, LP
York Town Center
50.0
%
Although the Company has majority ownership of certain of these joint ventures, it has evaluated these investments and concluded that the other partners or owners in these joint ventures have substantive participating rights, such as approvals of:
the pro forma for the development and construction of the project and any material deviations or modifications thereto;
the site plan and any material deviations or modifications thereto;
the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;
any acquisition/construction loans or any permanent financings/refinancings;
the annual operating budgets and any material deviations or modifications thereto;
the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and
any material acquisitions or dispositions with respect to the project.
As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.
Condensed combined financial statement information of these unconsolidated affiliates is as follows:

16


 
Total for the Three Months
Ended March 31,
 
Company's Share for the Three
Months Ended March 31,
 
2012
 
2011
 
2012
 
2011
Revenues
$
62,294

 
$
40,096

 
$
33,411

 
$
22,554

Depreciation and amortization expense
(20,766
)
 
(12,438
)
 
(11,204
)
 
(7,015
)
Interest expense
(21,111
)
 
(13,157
)
 
(11,190
)
 
(7,259
)
Other operating expenses
(18,947
)
 
(12,266
)
 
(9,751
)
 
(6,502
)
Net income
$
1,470

 
$
2,235

 
$
1,266

 
$
1,778

In February 2012, York Town Center, LP ("YTC") closed on a $38,000 ten-year non-recourse loan, secured by York Town Center in York, PA, which bears interest at a fixed rate of 4.90%. Proceeds from the new loan, plus cash on hand, were used to retire an existing loan of $39,379 that was scheduled to mature in March 2012.
In March 2012, Port Orange I, LLC ("Port Orange") closed on the extension and modification of a construction loan, secured by The Pavilion at Port Orange in Port Orange, FL, to extend the maturity date to March 2014, remove a 1% LIBOR floor, and reduce the capacity from $98,883 to $64,950. Port Orange paid $3,332 to reduce the outstanding balance on the loan to the new capacity amount. There is a one-year extension option remaining on the loan, which is at the joint venture's election, for an outside maturity date of March 2015. Interest on the loan is at a current rate of LIBOR plus a margin of 3.5%. The Company has guaranteed 100% of the construction loan.
All of the debt on the properties owned by the unconsolidated affiliates is non-recourse, except for West Melbourne, Port Orange, and High Pointe Commons. See Note 11 for a description of guarantees the Company has issued related to certain unconsolidated affiliates.
Noncontrolling Interests
Noncontrolling interests include the aggregate noncontrolling partnership interest in the Operating Partnership that is not owned by the Company and for which each of the noncontrolling limited partners has the right to exchange all or a portion of its partnership interests for shares of the Company’s common stock, or at the Company’s election, their cash equivalent.  Noncontrolling interests also includes the aggregate noncontrolling ownership interest in the Company’s other consolidated subsidiaries that is held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity.  As of March 31, 2012, the total noncontrolling interests of $193,296 consisted of third-party interests in the Operating Partnership and in other consolidated subsidiaries of $188,690 and $4,606 respectively.  The total noncontrolling interests at December 31, 2011 of $207,113 consisted of third-party interests in the Operating Partnership and in other consolidated subsidiaries of $202,833 and $4,280, respectively.
Redeemable noncontrolling interests include a noncontrolling partnership interest in the Operating Partnership that is not owned by the Company and for which the partnership agreement includes redemption provisions that may require the Company to redeem the partnership interest for real property.  Redeemable noncontrolling interests also includes the aggregate noncontrolling ownership interest in other consolidated subsidiaries that is held by third parties and for which the related partnership agreements contain redemption provisions at the holder’s election that allow for redemption through cash and/or properties.  The total redeemable noncontrolling partnership interests of $36,596 as of March 31, 2012 consisted of third-party interests in the Operating Partnership and in the Company’s consolidated subsidiary that provides security and maintenance services to third parties of $30,254 and $6,342, respectively.  At December 31, 2011, the total redeemable noncontrolling partnership interests of $32,271 consisted of third-party interests in the Operating Partnership and in the Company’s consolidated security and maintenance services subsidiary of $26,036 and $6,235, respectively.
The redeemable noncontrolling preferred joint venture interest includes the preferred joint venture units (“PJV units”) issued to the Westfield Group (“Westfield”) for the acquisition of certain properties during 2007.  See Note 11 for additional information related to the PJV units.  Activity related to the redeemable noncontrolling preferred joint venture interest represented by the PJV units is as follows:

17


 
Three Months Ended
March 31,
 
2012
 
2011
Beginning Balance
$
423,834

 
$
423,834

Net income attributable to redeemable noncontrolling
     preferred joint venture interest
5,144

 
5,085

Distributions to redeemable noncontrolling
     preferred joint venture interest
(5,201
)
 
(5,200
)
Ending Balance
$
423,777

 
$
423,719

In January 2012 and December 2011, respectively, one holder of 30,056 common units of limited partnership interest in the Operating Partnership and two holders of 401,324 common units of limited partnership interest in the Operating Partnership exercised their conversion rights. The Company elected to pay cash in exchange for the common units and paid the holders $6,359 in the three months ended March 31, 2012.
In March 2012, a holder of 194,572 common units of limited partnership interest in the Operating Partnership exercised its conversion rights. The Company elected to pay cash in exchange for the common units and, subsequent to March 31, 2012, paid the holder $3,475.
Cost Method Investments
The Company owns a 6.2% noncontrolling interest in subsidiaries of Jinsheng, an established mall operating and real estate development company located in Nanjing, China. As of March 31, 2012, Jinsheng owns controlling interests in 12 home furnishing shopping malls.
The Company also holds a secured convertible promissory note secured by 16,565,534 Series 2 Ordinary Shares of Jinsheng (which equates to a 2.275% ownership interest). The secured note is non-interest bearing and was amended by the Company and Jinsheng in January 2012 to extend to July 22, 2012 the Company's right to convert the outstanding amount of the secured note into 16,565,534 Series A-2 Preferred Shares of Jinsheng, with an option to extend an additional six months to January 22, 2013. The amendment also provides that if Jinsheng should complete an IPO, the secured note will be converted into common shares of Jinsheng immediately prior to the IPO. The Company can demand payment of the secured note at any time.
The Company accounts for its noncontrolling interest in Jinsheng using the cost method because the Company does not exercise significant influence over Jinsheng and there is no readily determinable market value of Jinsheng’s shares since they are not publicly traded.  See Note 3 for information regarding the fair value of the secured note. The noncontrolling interest and the secured note are reflected as investment in unconsolidated affiliates in the accompanying condensed consolidated balance sheets. 
Note 6 – Mortgage and Other Indebtedness
 
Mortgage and other indebtedness consisted of the following:
 
March 31, 2012
 
December 31, 2011
 
Amount
 
Weighted
Average
Interest
Rate (1)
 
Amount
 
Weighted
Average
Interest
Rate (1)
Fixed-rate debt:
 
 
 
 
 
 
 
Non-recourse loans on operating properties (2)
$
3,342,787

 
5.42
%
 
$
3,656,243

 
5.55
%
Recourse term loans on operating properties
50,454

 
5.83
%
 
77,112

 
5.89
%
Total fixed-rate debt
3,393,241

 
5.43
%
 
3,733,355

 
5.54
%
Variable-rate debt:
 

 
 

 
 

 
 

Non-recourse term loans on operating properties
163,750

 
3.50
%
 
168,750

 
3.03
%
Recourse term loans on operating properties
119,407

 
2.47
%
 
124,439

 
2.29
%
Construction loans
28,223

 
3.28
%
 
25,921

 
3.25
%
Secured lines of credit
359,418

 
3.00
%
 
27,300

 
3.03
%
Unsecured term loans
395,209

 
1.64
%
 
409,590

 
1.67
%
Total variable-rate debt
1,066,007

 
2.52
%
 
756,000

 
2.18
%
Total
$
4,459,248

 
4.73
%
 
$
4,489,355

 
4.99
%
 
(1)
Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.

18


(2)
The Company has four interest rate swaps on notional amounts totaling $116,748 as of March 31, 2012 and $117,700 as of December 31, 2011 related to its variable-rate loans on operating properties to effectively fix the interest rate on the respective loans.  Therefore, these amounts are reflected in fixed-rate debt at March 31, 2012 and December 31, 2011.
Secured Lines of Credit
The Company has three secured lines of credit that are used for mortgage retirement, working capital, construction and acquisition purposes, as well as issuances of letters of credit. Each of these lines is secured by mortgages on certain of the Company’s operating properties. Borrowings under the secured lines of credit bear interest at LIBOR plus an applicable spread, ranging from 2.00% to 3.00%, based on the Company’s leverage ratio and had a weighted average interest rate of 3.00% at March 31, 2012. The Company also pays fees based on the amount of unused availability under its secured lines of credit at rates ranging from 0.15% to 0.35% of unused availability. The following summarizes certain information about the secured lines of credit as of March 31, 2012:     
 
Total
Capacity
 
 
Total
Outstanding
 
 
Maturity
Date
 
Extended
Maturity
Date
$
105,000

 
$
5,000


 
June 2013
 
N/A
525,000

 
204,223

(1) 
 
February 2014
 
February 2015
520,000

 
150,195

 
 
April 2014
 
N/A
$