UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2015
THE BON-TON STORES, INC.
(Exact name of registrant as specified in its charter)
|
Pennsylvania |
|
0-19517 |
|
23-2835229 |
|
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
2801 E. Market Street, York, Pennsylvania 17402
(Address of principal executive offices, zip code)
(717) 757-7660
Registrant’s telephone number, including area code
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2015, The Bon-Ton Stores, Inc. (the “Company”) issued a press release announcing the appointment of William Tracy as the Company’s new Chief Operating Officer, effective July 27, 2015.
Mr. Tracy, age 61, joins Bon-Ton from Hudson’s Bay Company where he most recently served as Executive Vice President - Supply Chain, Logistics & Omni Channel Fulfillment, and Global Sourcing since October 2013. His previous position with Hudson’s Bay was Executive Vice President - Supply Chain, Omni Channel Fulfillment & Information Services from October 2011. He has had previous experience as Chief Operating Officer at Fortunoff and Nine West Corporation and served in various senior leadership capacities at Lord & Taylor and Abraham & Straus Department Stores, which included Merchandise Planning, Facilities and Store Planning, Store Operations, Distribution and Logistics, Human Resources and Information Systems. Mr. Tracy has over 30 years of retail experience and has a Bachelor of Arts degree from Adelphi University.
The Company and Mr. Tracy entered into an offer letter dated July 6, 2015 (the “Offer Letter”) and effective as of July 27, 2015 (the “Effective Date”). Mr. Tracy will assume his role with the Company on the Effective Date. In connection with the Offer Letter, the Company has entered into a Restricted Stock Agreement, dated as of July 27, 2015 (the “Restricted Stock Agreement”).
The Offer Letter does not provide for a term of employment and provides for an initial base salary of $650,000 per year. The Offer Letter provides that Mr. Tracy will be paid a signing bonus of $230,000, net of all applicable taxes, with one-half paid at the first pay period after the Effective Date and on-half paid in April 2016, at such time as the Company typically pays bonuses under its bonus program. The Offer Letter provides that Mr. Tracy is eligible for a bonus under The Bon-Ton Stores, Inc. Amended and Restated Cash Bonus Plan under the following parameters: a target bonus of 75% of base salary, a threshold bonus of 37.5% of base salary, and a maximum bonus of 150% of base salary.
The Offer Letter provides that Mr. Tracy will receive a grant of 120,000 restricted shares of the Company’s common stock pursuant to the terms of the Restricted Stock Agreement and the Company’s 2009 Omnibus Incentive Plan (as amended or replaced from time to time, the “Incentive Plan”). Such restricted shares shall vest if Mr. Tracy remains employed by the Company on July 27, 2018. If Mr. Tracy’s employment is terminated without cause prior to vesting, the restricted shares shall vest in annual increments over the remaining vesting period.
Beginning in 2016, Mr. Tracy will be eligible for additional equity-based compensation under the Incentive Plan as determined annually by the Company.
The Company has agreed to reimburse Mr. Tracy for commuting expenses up to $50,000 per year and to make a one-time reimbursement of up to $7,500 for accounting expenses relating to the transition. Mr. Tracy will also be eligible to participate in the Company’s health plans and other plans and programs generally available to the Company’s employees and executives.
Mr. Tracy will also be entitled to participate in The Bon-Ton Stores, Inc. Executive Severance Pay Plan pursuant to which, if Mr. Tracy’s employment is terminated without cause or in the event he resigns for good reason, he will be entitled to a cash severance benefit equal to one times his annual base salary. Under the Severance Plan, bonuses would be paid to Mr. Tracy on a pro-rata, fully vested basis if, and only if, the qualifying termination occurs during the second half of the fiscal year. Upon a qualifying termination, Mr. Tracy would be eligible to receive a cash stipend equal to the amount he is required to pay under COBRA in order to maintain the medical and dental insurance coverage he is receiving at the date of his termination for the period during which he receives severance payments. In order to receive these payments, Mr. Tracy must, among other things, execute and deliver to the Company a Confidentiality, Non-Competition and Non-Solicitation Agreement.
The description of the material terms of the Offer Letter and the Restricted Stock Agreement set forth herein is qualified in its entirety by the Offer Letter and the Restricted Stock Agreement, which are attached to this Current
Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. The full text of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Offer Letter dated July 6, 2015 and effective as of July 27, 2015 by and between The Bon-Ton Stores, Inc. and William Tracy
10.2 Restricted Stock Agreement for William Tracy
99.1 Press Release Issued July 21, 2015 announcing the Appointment of William Tracy as the Company’s Chief Operating Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
The Bon-Ton Stores, Inc. | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Keith E. Plowman |
|
|
|
Keith E. Plowman |
|
|
|
Executive Vice President - Chief Financial Officer |
|
|
|
|
|
|
|
|
|
Dated: July 21, 2015 |
|
|
EXHIBIT 10.1
July 6, 2015
William Tracy
6 Massachusetts Blvd
Bellerose Village, NY 11001
Dear Bill:
I am pleased to extend an offer of employment to join The Bon-Ton Stores, Inc., as Chief Operating Officer reporting to Kathy Bufano, President & Chief Executive Officer. In this role, you will have responsibility for Information Systems, Stores, Loss Prevention & Visual, Distribution & Logistics, Real Estate, and Human Resources.
In recognition of your responsibilities, your base salary will be $650,000 annually, paid according to the established bi-weekly payroll calendar.
We would anticipate your start date to be no later than July 27, 2015.
Performance Incentive Program
You will be eligible to participate in the Cash Bonus Program.
Your target bonus is 75% of base salary, a threshold of 37.5%, and a maximum of 150% for achievement of pre-determined objectives. Your objectives for 2015 are 70% Company adjusted EBITDA to plan and 30% on Company sales dollars to plan. Payouts at threshold or above are made upon the achievement of the minimum company Net Income threshold, as well as the achievement of your individual metrics. For 2015, an initial payout of 12.5% or 25% of target will be made to all eligible executives if the Company meets a minimum adjusted EBITDA level as approved by the Board.
For 2015, you will be guaranteed a minimum payout of $230,000. A one-time payment of $115,000, net of all applicable taxes, will be paid at the first pay period after your start date and another $115,000, net of all applicable taxes, paid at the time of our normal bonus program payout on or about April 15, 2016.
If your employment should be terminated not for cause or for death or disability, you or your beneficiary will receive a pro-rated portion of the performance bonus that would have been earned based on the number of days employed out of 365.
Each year the metrics and payouts are evaluated and approved by the Human Resource Compensation Committee of the Board of Directors.
Long-Term Incentive
Part of your compensation package are long-term incentives in the form of Restricted Stock Units (time-based) and Performance shares. The Restricted Stock units (time-based) have a three-year cliff vest. The 2015, performance shares are based 100% on the Company cumulative adjusted EBITDA to plan for the three-year period of fiscal 2015-2017, net of all incentive payments. The lowest payout level for 2015 is set at 25% of target for achievement of 95.9% of plan. The maximum payout is 150% of target. Any payment above target requires a positive shareholder return (TSR.)
At time of hire, you will be awarded 120,000 shares of restricted stock with a three-year cliff vest. These are time based, not performance based. Should your employment be involuntarily terminated not for cause, the Restricted Stock shall vest as follows: if occurs prior to the first anniversary of the Date of Grant, the Restricted Stock shall vest one-third on the first anniversary of the Date of Grant, one-third on the second anniversary of the Date of Grant and the remainder on the third anniversary of the Date of Grant; if occurs after the first anniversary of the Date of Grant and before the second anniversary of the Date of Grant, the Restricted Stock shall vest two-thirds on the second anniversary of the Date of Grant and the remainder on the third anniversary of the Date of Grant; and if occurs after the second anniversary of the Date of Grant and before the third anniversary of the Date of Grant, the Restricted Stock shall vest on the third anniversary of the Date of Grant.
Commuting Expenses
Expenses defined as commuting by our Tax department will be reimbursed up to $50,000 on an annual basis. Commuting expenses are expected to be airfare to and from home to place of business, apartment or hotel in Milwaukee and/or York, and transportation while in Milwaukee and/or York. This will not include meals. Commuting expense are defined by the IRS as taxable income. You will be responsible for all taxes as it applies to your commuting expenses.
Other Expenses
We will reimburse you for accountant expenses as it relates to your employment transition up to $7,500. You will be responsible for all taxes as it applies to your these expenses.
Performance Appraisals
Performance Appraisals are conducted annually and based on results for the previous fiscal year. You will be eligible for a performance review and merit increase for your 2015 performance in May 2016.
Benefits
You will be eligible to participate in our medical/prescription, dental, vision, supplemental life, long-term disability, and group legal plans on the 1st day after your 90th day of employment.
You will be eligible for 4 weeks of vacation in 2015. Effective in 2016 and forward you will be eligible for 5 weeks of vacation. Because these exceptions are made on a case by case basis, we ask you to treat this exception as confidential.
Executive Severance Plan
If your employment is terminated without cause, you will be provided one year of severance net of any pay from another employer, and a COBRA stipend, until otherwise qualified for health insurance by another employer, in exchange for the execution of the Non-Compete/Non-Solicitation agreement and a release of waiver and claims, as currently defined by our Executive Severance Plan. Please find enclosed a copy of these agreements for your review.
D & O Insurance
You will be protected as an officer of the Company under our Director & Officer Insurance policy upon your date of hire.
Given you accept our offer and the information provided, please sign, date, and return one copy of the offer to me. We look forward to your future success on the Bon Ton team!
|
|
Sincerely, |
|
|
|
|
|
THE BONwTON STORES, INC. |
|
|
|
|
|
/s/ Denise Domian |
|
|
Denise M. Domian |
|
|
SVP, Human Resources |
ACKNOWLEDGEMENT:
Please return a signed and dated copy of this letter to me.
|
/s/William Tracy |
|
|
William Tracy |
|
EXHIBIT 10.2
THE BON-TON STORES, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement dated as of July 27, 2015 (“Agreement”), is between The Bon-Ton Stores, Inc. (the “Company”) and William Tracy (“Grantee”).
1. Definitions. As used herein:
(a) “Committee” means the Human Resources and Compensation Committee of the Board of Directors of the Company, or such other committee as may be designated by the Board of Directors pursuant to the Plan, as hereinafter defined.
(b) “Date of Grant” means July 27, 2015, the date on which the Company awarded the Restricted Stock (the “Award”).
(c) “Discharge without Cause” means termination of Grantee’s employment by the Company except for any of the following: (i) a material and serious breach or neglect of Grantee’s responsibilities; (ii) willful violation or disregard by Grantee of standards of conduct established by law; (iii) willful violation or disregard by Grantee of standards of conduct established by Company policy as may from time to time be communicated to Grantee; (iv) fraud, willful misconduct, misappropriation of funds or other dishonesty committed by Grantee; or (v) Grantee’s conviction of a crime of moral turpitude.
(d) “Forfeiture Date” means any date during the Restricted Period on which Grantee’s employment with the Company or an Affiliate of the Company terminates for any reason other than (i) death or disability, within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) Grantee’s Discharge without Cause. For purposes of this Agreement, “Affiliate” shall mean a corporation that is a parent corporation or a subsidiary corporation with respect to the Company within the meaning of Section 424(e) or (f) of the Internal Revenue Code of 1986, as amended (the “Code”).
(e) “Plan” means The Bon-Ton Stores, Inc. 2009 Omnibus Incentive Plan, as may be amended from time to time.
(f) “Restricted Period” with respect to any shares of Restricted Stock (as hereinafter defined) means the period beginning on the Date of Grant and ending on the Vesting Date for such shares.
(g) “Vesting Date” means the earlier of: (i) the date of Grantee’s termination of employment by reason of (A) death; (B) disability, or (C) as provided herein with respect to Grantee’s Discharge without Cause, and (ii) the date or dates set as upon which the Restricted Stock shall vest. In the event of Discharge without Cause, the Restricted Stock shall vest as follows: (i) if Discharge without Cause occurs prior to the first anniversary of the Date of Grant, the Restricted Stock shall vest one-third on the first anniversary of the Date of Grant, one-third
on the second anniversary of the Date of Grant and the remainder on the third anniversary of the Date of Grant; (ii) if Discharge without Cause occurs after the first anniversary of the Date of Grant and before the second anniversary of the Date of Grant, the Restricted Stock shall vest two-thirds on the second anniversary of the Date of Grant and the remainder on the third anniversary of the Date of Grant; and (iii) if Discharge without Cause occurs after the second anniversary of the Date of Grant and before the third anniversary of the Date of Grant, the Restricted Stock shall vest on the third anniversary of the Date of Grant.
All other capitalized terms used herein shall have the meaning set forth in the Plan except to the extent the context clearly requires otherwise. This Agreement is intended to be consistent with the terms of the Plan and is subject in all regards to the terms of the Plan. In any case where there is a conflict between the terms of this Agreement and the terms of the Plan, the conflict shall be resolved in favor of the Plan.
2. Grant of Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, the Company grants to Grantee 120,000 shares of the Company’s Common Stock, par value $.01 (the “Restricted Stock”). All of the Restricted Stock shall vest on July , 2018.
3. Restrictions on Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, Grantee shall not be permitted to sell, transfer, pledge or assign any Restricted Stock during such shares’ Restricted Period.
4. Lapse of Restrictions. Subject to the terms and conditions set forth herein and in the Plan, the restrictions on Restricted Stock set forth in Paragraph 3 shall lapse on such shares’ applicable Vesting Date; provided, however, that on such Vesting Date Grantee is, and has continuously been, an employee of the Company or an Affiliate of the Company during such shares’ Restricted Period or the other exceptions to forfeiture shall apply.
5. Forfeiture of Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, if Grantee’s employment with the Company or an Affiliate of the Company terminates during the Restricted Period for any reason other than (i) Death, (ii) Disability or Incapacity (as defined in the Employment Agreement), (iii) Grantee’s resignation for Good Reason (as defined in the Employment Agreement), or (iv) Grantee’s Discharge without Cause (as defined in the Employment Agreement), Grantee shall forfeit any Restricted Stock still subject to restrictions as of the Forfeiture Date. Upon a forfeiture of any shares of Restricted Stock as provided in this Paragraph 5, the shares of Restricted Stock so forfeited shall be reacquired by the Company without consideration.
6. Rights of Grantee. Except for the restrictions set forth in Paragraph 3, during the Restricted Period Grantee shall have all of the rights of a shareholder with respect to the Restricted Stock, including the right to vote the Restricted Stock to the same extent that such shares could be voted if they were not subject to the restrictions set forth in this Agreement. Any cash dividends payable with respect to the Restricted Stock during the Restricted Period shall be paid to Grantee. Any extraordinary dividends or dividends that are in the nature of a distribution
of shares or are otherwise equivalent to a stock split, shall be subject to the same restrictions as apply to the Restricted Stock with respect to which such extraordinary dividends or shares were issued and shall be forfeited in accordance with Paragraph 5 unless the restrictions lapse in accordance with Paragraph 4.
7. Change of Control of the Company. In the event of a Change of Control, if any equity awards are not converted or replaced as a result of a Change of Control, all of Grantee’s then unvested Restricted Stock awarded herein will automatically vest in full.
8. Notices. Any notice to be given to the Company shall be addressed to the General Counsel of the Company at its principal executive office, and any notice to be given to Grantee shall be addressed to Grantee at the address then appearing on the personnel records of the Company or the Affiliate of the Company by which he or she is employed, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when personally delivered, sent by recognized courier service, or by other messenger, or when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.
9. Securities Laws. The Committee may from time to time impose any conditions on the Restricted Stock as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the conditions of Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended.
10. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee’s personal representative, heir or legatee in the event of Grantee’s Death) that the restrictions on the Restricted Stock have lapsed, and shall, without payment from Grantee for such Restricted Stock, upon such Grantee’s request deliver a certificate for such Restricted Stock without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 9, provided that no certificates for shares will be delivered to Grantee (or to his or her personal representative, heir or legatee) until appropriate arrangements have been made with the Company for the withholding of any taxes which may be due with respect to such shares. The Company may condition delivery of certificates for shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional shares shall be satisfied in cash, measured by the product of the fractional amount times the Fair Market Value of a share on the Vesting Date.
11. Status of Restricted Stock. The Restricted Stock is intended to constitute property that is subject to a substantial risk of forfeiture during the Restricted Period, and subject to federal income tax in accordance with section 83 of the Code. Section 83 generally provides that Grantee will recognize compensation income with respect to the Restricted Stock on such Restricted Stock’s Vesting Date in an amount equal to the then fair market value of the shares for which restrictions have lapsed. Alternatively, Grantee may elect, pursuant to Section 83(b) of the Code, to recognize compensation income for all or any part of the Restricted Stock at the Date of Grant in an amount equal to the fair market value of the Restricted Stock subject to the election on the Date of Grant. Such election must be made within 30 days of the Date of Grant and
Grantee shall immediately notify the Company if such an election is made. Grantee should consult his or her tax advisors to determine whether a Section 83(b) election is appropriate.
12. Administration. This Award has been granted pursuant to and is subject to the terms and provisions of the Plan. All questions of interpretation and application of the Plan and this Award shall be determined by the Committee. The Committee’s determination shall be final, binding and conclusive.
13. Award Not to Affect Employment. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate Grantee’s employment, services, responsibilities, duties, or authority to represent the Company or any Affiliate at any time for any reason whatsoever.
14. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer shares in connection with this Award, the Company shall have the right to (a) require Grantee to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such shares or (b) take whatever action it deems necessary to protect its interest with respect to tax liabilities.
15. Governing Law. The validity, performance, construction and effect of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law.
16. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
[Signature page follows.]
EXHIBIT 99.1
NEWS RELEASE
|
CONTACT: |
|
|
|
Kim George |
|
|
Divisional Vice President |
|
|
Investor Relations |
|
|
717.751.3071 |
|
|
kim.george@bonton.com |
THE BON-TON STORES, INC. NAMES WILLIAM TRACY CHIEF OPERATING OFFICER
York, PA, July 21, 2014 — The Bon-Ton Stores, Inc. (NASDAQ: BONT) today announced the appointment of William Tracy to the position of Chief Operating Officer of the Company, effective July 27, 2015. Mr. Tracy will have responsibility for Stores, Information Systems, Supply Chain, Distribution & Logistics, Omnichannel Strategy, Real Estate, and Human Resources.
Mr. Tracy, age 61, joins Bon-Ton from Hudson’s Bay Company where he most recently served as Executive Vice President - Supply Chain, Logistics & Omni Channel Fulfillment, and Global Sourcing. His previous position with Hudson’s Bay was Executive Vice President - Supply Chain, Omni Channel Fulfillment & Information Services. He has had previous experience as Chief Operating Officer at Fortunoff and Nine West Corporation and served in various senior leadership capacities at Lord & Taylor and Abraham & Straus Department Stores, which included Merchandise Planning, Facilities and Store Planning, Store Operations, Distribution and Logistics, Human Resources and Information Systems. Mr. Tracy has over 30 years of retail experience and has a Bachelor of Arts degree from Adelphi University.
Kathryn Bufano, President and Chief Executive Officer, stated, “We are excited to have an executive with Bill’s experience and talents join our team as Chief Operating Officer. He shares my vision of optimizing technology to gain efficiency and reach our existing and new customers and improving our ability to provide fashion for the family to our customers in the most efficient and cost effective manner possible.”
About The Bon-Ton Stores, Inc.
The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which includes nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company’s website at http://investors.bonton.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which may be identified by words such as “may,” “could,” “will,” “plan,” “expect,” “anticipate,” “estimate,” “project,” “intend” or other similar expressions and include the Company’s fiscal 2015 guidance, involve important risks and uncertainties that could significantly affect results in the future
and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. Factors that could cause such differences include, but are not limited to: risks related to retail businesses generally; a significant and prolonged deterioration of general economic conditions which could negatively impact the Company in a number of ways, including the potential write-down of the current valuation of intangible assets and deferred taxes; risks related to the Company’s proprietary credit card program; potential increases in pension obligations; consumer spending patterns, debt levels, and the availability and cost of consumer credit; additional competition from existing and new competitors; inflation; deflation; changes in the costs of fuel and other energy and transportation costs; weather conditions that could negatively impact sales; uncertainties associated with expanding or remodeling existing stores; the ability to attract and retain qualified management; the dependence upon relationships with vendors and their factors; a data security breach or system failure; the ability to reduce or control SG&A expenses, including initiatives to reduce expenses and improve efficiency; operational disruptions; unsuccessful marketing initiatives; the ability to expand our capacity and improve efficiency through our new eCommerce fulfillment center; changes in, or the failure to successfully implement, our key strategies, including initiatives to improve our merchandising, marketing and operations; adverse outcomes in litigation; the incurrence of unplanned capital expenditures; the ability to obtain financing for working capital, capital expenditures and general corporate purposes; the impact of regulatory requirements including the Health Care Reform Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; the inability or limitations on the Company’s ability to favorably adjust the valuation allowance on deferred tax assets; and the financial condition of mall operators. Additional factors that could cause the Company’s actual results to differ from those contained in these forward-looking statements are discussed in greater detail under Item 1A of the Company’s Form 10-K filed with the Securities and Exchange Commission.