Good day and welcome to the CBL Properties Fourth Quarter Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded.I would now like to turn the conference over to Katie Reinsmidt, from – CBL Chief Investment Officer. Please go ahead.

Thank you and good morning. Joining me today are; Stephen Lebovitz, CEO; and Farzana Khaleel, Executive Vice President and CFO. This conference call contains forward-looking statements within the meaning of the Federal Securities laws. Such statements are inherently subject to risks and uncertainties. Future events and actual results, financial and otherwise, may differ materially. We direct you to the company’s various filings with the SEC for a detailed discussion of these risks.A reconciliation of supplemental non-GAAP financial measures to the comparable GAAP financial measure was included in yesterday’s earnings release and supplemental that will be furnished on Form 8-K and is available in the Invest section of the website at cblproperties.com. This call is being limited to one hour, in order to provide time for everyone to ask questions, we ask that each speaker limit their questions to two, and then return to the queue to ask additional questions. If you have questions that were not answered during today’s call, please reach out to me following the conclusion.I’ll now turn it over to Stephen.

Thank you, Katie and good morning everyone. The mall business is in transition, and we are responding by making the changes necessary to our portfolio, while we wish progress could be reflected more immediately in our results, we are confident in our strategy.This time last year we had over 40 anchor closures. Today, we have more than two-thirds of that space replaced with dynamic new traffic-driving uses. Most of these uses are not traditional retail names, they include educational uses, fitness centers, casinos, middle market entertainment, fast casual and sit-down restaurants, and in-demand value retail.Many of these projects include mixed uses such as hotels, multifamily, medical, office and storage. The creativity of the CBL team is impressive, and while the job is far from done, we have made tremendous progress over the last year. I expect that 2020 will be just as productive and will move us further towards accomplishing our goals.As a result for 2019 and guidance for 2020 indicate, we are facing ongoing challenges as retailers struggle to succeed in an increasingly competitive and fast-changing industry. Despite these challenges, we ended 2019 with financial results at the high end of our guidance range, including same centre NOI declining 6.5% and adjusted FFO of $1.36 per share.Revenues and occupancy were significantly impacted by retailer bankruptcies and store closings, including the liquidation or reorganization of several major retailers. Our 2020 guidance range incorporates the carryover from 2019 as well as their expectation of additional retail fallout in 2020.In January, Macy’s announced one closure in our portfolio at our property at Hanes Mall in Winston-Salem, North Carolina. We were working on plans and expect to be able to make an announcement for a replacement in the coming months. Earlier this week, Macy’s announced its new strategic three-year plan, including a targeted…

Thank you, Stephen. Just in 2019, the CBL leasing team in spite of the difficult environment completed nearly 3.9 million square feet of total leasing activity, including 1.4 million square feet of new leases, and 2.5 million square feet of renewals.On a comparable same-space basis for the year, we find approximately 2.1 million square feet of new and renewal leases at an average gross rent decline of 8%. Spreads on new leases for stabilized malls increased 9% and renewal leases are signed in an average of 11.5% lower than the expiring rents.Same-centre mall occupancy improved 110 basis points sequentially to 89.8%. However, occupancy continues to be impacted by bankruptcy related store closures, which is evident in the 210 basis point decline compared to the prior year period. Portfolio occupancy declined 190 basis points year-over-year to 91.2%.Bankruptcy related store closures reduced the yearend mall occupancy by approximately 400 basis points or 700,000 square feet, including closures from Payless, Gymboree, Charming Charlie, Charlotte Russe and Destination Maternity. In January, the majority of Regis and Mastercuts stores that were controlled by the Beautiful Group closed. In the CBL portfolio, 25 locations representing approximately 35,000 square feet and $1.5 million in gross rent were impacted.For the fourth quarter, mall sales increased 3%, bringing the trailing 12-month sales to $387 per square foot compared with $379 for the prior year. Categories that performed well during the holiday season included fast casual dining, electronics, children, family shoes and sporting goods.Sales growth resulted in several positive shifts for the tearing of our malls in our portfolio. Parkway Place, St. Clair Square, Old Hickory and Imperial Valley all moved into Tier 1 due to their strong sales growth. Laurel Park and Northgate moved to Tier 3, at Laurel Park, which is a two-anchor mall, we just opened Dunham’s…

Thank you, Katie. We are executing on our key financial goals of maximizing free cash flow, supplementing our liquidity with other sources such as dispositions, extending our maturity schedule and reducing leverage.Our pro rata share – total pro rata share of debt at the end of 2019 was $4.25 billion. We have reduced our debt levels by $40 million sequentially and $409 million from December 2018. The year-over-year reduction was primarily due to dispositions and amortization. At the end of the year we had $374 million available to draw on our lines of credit.During the fourth quarter, we retired $12 million loan secured by The Terrace, an associated centre in Chattanooga. Yesterday, we retired the loan secured by Parkway Place in Huntsville, Alabama, and by Valley View Mall in Roanoke, Virginia, which had an aggregate loan balance of $84 million. All 3 properties have stable income with debt yields above 25% payoff and we’re scheduled to mature in 2020. These 3 properties were added to the unencumbered pool.Greenbrier Mall and Hickory Point, both matured in December 2019 and are currently in default. For Greenbrier, we are pursuing an additional restructure and we’ll announce the terms once complete. We anticipate completing a foreclosure, a deed in lieu for the loan secured by Hickory Point Mall this year.We closed on a new $4.7 million loan, a 4-year loan secured by the second phase of our Atlanta Outlet Center, replacing the $4.5 million loan maturing – maturing loan. We have 3 properties maturing in 2020, including a $65 million non-recourse loan secured by Burnsville Center. We are in the process of working with the existing lender on a potential extension and restructure. We expect to refinance the remaining 2 loans, aggregating $19.5 million. We have several secured mortgages that mature in 2021 as…

Thank you, Farzana. We are fully focused on our major goals of stabilizing revenue, redeveloping our properties and improving our balance sheet. We are actively transforming our centers, generating new revenue streams and seeking out partnerships that supplement our capital sources and broaden our asset base. We are confident our strategy and our properties and while we wish results were more immediate, we expect to see our leasing operational and redevelopment efforts benefit our portfolio in the near-term future.Thank you for your time today. We’ll now open the call to questions.

[Operator Instructions] The first question comes from Craig Schmidt from Bank of America. Please go ahead.

Thank you. As you guys move away from apparel tenants in your releasing efforts, are you going to able to get a corresponding volume increase from those new tenants, sales volume that is?

Hi, Craig. Good morning. So we definitely get more sales and more traffic from the new users. And just an example we’re replacing Sears here in Chattanooga with the Dave and Busters and Dick’s and the restaurants and the sales and the traffic volume will be 3 times to 4 times at least what we had before the Sears that we replaced at Brookfield Square in Milwaukee similar where we have Marcus Theatres and Whirlyball Entertainment, the Hotel Convention Center, the Orangetheory Fitness, we’ve got a medical office building that will start construction soon.So all that activity is a huge multiple of what we’re getting from it before. And that’s really the essence of the strategy. And the challenge is that near-term there’s a lag from when Sears closed and we lost the traffic that was being generated before until we can bring these new users online and we’re just starting to see these new users open up. And so we should continue to benefit this year if that occurs.

Okay, and then and are you seeing any changes in the leasing environment in 2020 versus 2019? Or do you think it’s pretty much similar?

Yeah, so it’s obviously a little early, the sales trends are positive. We said, you know, we had positive sales of 2% on rolling 12-months and 30% for the quarter. And the holiday was good. So you know that – that’s a positive. On the other hand, there are still plenty of retailers that are out there, they’re having their own unique challenges for different reasons. So, it feels pretty similar at this point, but it’s early in the year.

Okay, thank you.

Thanks, Craig.

The next question comes from Rich Hill from [Stanley Morgan] [sic – Morgan Stanley]. Please go ahead.

That’s pretty great – Stanley Morgan, I haven’t heard that one in a while. Good morning guys.

Congrats, Rich.

A new company.

We changed our name. Hey guys. First of all, I want to thank you for your bridge on the same-store NOI guide, that’s really, really helpful and I wish some of your peers would take your lead on that. So, look I want to go back to capital allocation and maybe you can just update us on how you’re looking about that as it relates to the right side of the balance sheet. And you obviously have a lot of options with refinancing loans, maybe negotiating modifications, buying back senior unsecured. Can you just walk through how you’re thinking about that right now?

Sure. Well congratulations, I guess or maybe not for the new firm. But I mean that’s a you know, like I said, you know the balance sheet and looking for ways to improve it is priority one and definitely something we’re really focused on and we have our new directors that joined us for their first meeting in November.We set up our Capital Allocation Committee. Before then, we were focused on it, we’re still focused on it and our new directors; Michael Ashner, Carolyn Tiffany had been great and very constructive and helpful with ideas. And we also have a really good board overall just in terms of financial expertise.So we got a lot of support, which is, we view as a positive. And there’s lots of things like you say, across our capital structure that we’re looking at, that are worth looking at. Our immediate focus is the secure debt that Farzana talked about, and it’s a combination of, and we made the decision to pay off the two loans with the 25% debt yields, which we think was a smart move for various reasons.And we just made those payoffs yesterday and that – and plus the open-air center, so that was roughly $85 million of addition to the unencumbered pool that we did through that move. So that – that’s an important capital decision that we made.We’re also looking at all the secured maturities closely for ‘20 and ’21 and we had discussions with lenders for maturities that are coming due, because lenders are – want to be proactive and want to get kind of ahead of the maturities and we’ve had some success that we’re working through or on those and that’s a big priority for us from a capital point of view, because that’s our most immediate maturity.You know, we’re looking at our investments, obviously every dollar counts. The decision to suspend the dividends, preferred and common was not something at all. We took lightly, it was very difficult but we feel it was the right move, because it does preserve the cash flow that we can use for redevelopments. And for CapEx and tenant allowances and leasing and what we need to do to stabilize our revenues, because that’s our other priority, so that – that’s a big focus.And then we’re looking at our other maturities - we don’t mean it’s unsecured maturities until December ‘23, so that’s three and a half years out. So that’s not something that we’re, you know, we have an immediate concern with, but you know, we’re talking and thinking about that. So, that’s a long answer, but hopefully it just gives you a sense of how focused we are on this.

Got it. That – that’s very helpful and I think that’s all for me. Thanks, guys.

Thanks, Rich.

The next question comes from Christy McElroy from Citigroup. Please go ahead.

Hey, thanks. Good morning, guys. I just wanted to follow-up on Richard’s question just with all these restructuring talks happening, how much in total could we be – should we be thinking about in terms of those efforts that adding up to in terms of debt forgiveness? And just beyond those individual mortgage loans that you’re working on, is there an even bigger effort maybe to make out then in your debt? You know, just to follow-up on your comments, whether it’s, you know, buyback bonds or just a larger restructuring effort on your – on the secured debt that you just completed last year?

Yeah. Hi, Christy. So like I said, we’re really focused primarily on the secured maturities that are happening in this year and next year and even into ’22. The unsecured is there you know three and a half years. So you know, I can’t give any numbers as far as what, you know, when would anything would mean, but, you know, we’re, you know, we’re trying to figure out ways to improve our balance sheet and reduce leverage, that’s been part of our strategy and we’re going to continue to do that. And, you know, that’s kind of where it stands right now.

And then in regard to your debt covenants, how are you thinking about compliance threshold specifically in regards to the consolidated income to debt service charge coverage ratio just in light of continued pressure on NOI and overall income levels? Where do you expect to be on that ratio this year?

Hi, Christy. I think you know, we did – it went down just a little bit from last quarter due to these – the EBITDA declining, but we still have a lot of room. We will continue to improve by reducing our debt levels, that’s one way for us to improve the coverage ratio and that’s what we’re trying to do.Also, when we pay off this high rate interest loans just recently as we did yesterday, that gives us and then borrowing on our lines at a lower cost of capital that helps. So those are the things we’re doing. I mean, yeah, the interest expense is one thing and then income is on the other side. So we’re trying to work both the numerator and the denominator.

It’s Michael Bilerman. Stephen, it sounds like it was on the secured side you’re trying to work these payoffs. Can you talk a little bit about the unsecured and whether you’ve approached to try to have some sort of workout on that debt, because arguably, if you’re able to reduce debt at a discount, it would provide a little bit more equity cushion, given where your stock is at?

Hey, Michael, thanks. First of all, thanks for the question. I think you know it’s not something we can answer or would answer. It’s, you know, is really not something that, like I said, you know, we’re looking at everything in our capital structure, but the immediate focus is the secured. And, you know, we follow you know, what’s out there. But, you know, it’s not something that really there is anything to comment on.And as soon as we have something to say, you know, we, I think, you know that, you know, when we’re ready, you know, we’re out there, you know, we’re fully transparent about our plans. But on the other hand, when, you know, when there’s nothing to say we just don’t say it.

Does your equity market cap have from a net worth perspective, have any implications for any of your secured or unsecured borrowings, right I mean, which is out of your control, right? I mean, you can’t control your stock price, but arguably, given how depressed it is, is there a minimum worth test that you potentially could bridge, should the shares continue to fall?

No, there’s nothing – none of our loan covenants and none of our loans have any minimum net worth test on the equity or they’re not tied to the trading price of the equity. So that’s not something that’s going to trip us up.

Okay, thank you.

Thanks, Michael.

The next question comes from Vince Tibone from Green Street Advisors. Please go ahead.

Hey, good morning, I just have a few more questions on the balance sheet. I’m just trying to get a sense of, you know, just given where your bonds are trading, why wouldn’t you use this more than opportunity to de-lever whether it’s putting you know, even just using a line of credit to buy back some bonds in the open market or putting some debt on your community and associated centers which are still readily financeable, seems like you have this unique arbitrage here when you can use you know $1 of secured debt or you know, a different type of debt to pay down $2 of debt from the unsecured maturities. I’m just really walking through your thought process on that and how you think about, you know, where the bonds are trading, is this an opportunity for you to de-lever in a creative way?

Hey, Vince. Yeah, you’re right. And you bring up really good points and there is a lot of different places in our capital structure where there’s opportunity, where there’s arbitrage and we think about and we talked about it. We want to make sure that we got the capital available for our properties, because we have to stabilize the revenues. That’s really a priority for us in terms of accessing the capital markets going forward.So having the capital to make sure that we’re getting our leasing deals done that make sure we can do these redevelopment has been our top use, but you’re right there is a lot of ways we can de-lever and we talked about all that. And we think about it and the points you raised are very valid.

Okay, that makes sense. And just maybe on that like, what is your forecast for free cash flow this year after all cutbacks and redevelopment obviously there’s no dividend. So is this – are you into the self-funding point here or you still need to raise capital to pay for some of the box redevelopments?

Yeah, so we are self-funding that was a big factor in the decision to suspend both the preferred and the common. So we got the capital without having to do dispositions or be forced to access the capital markets in another way.

Okay, got it. And then one last quick one for me, just I’m just curious why you didn’t sell maybe more of the outlet shops – at Atlanta. I mean, clearly that’s a horizon, this horizon I want to take the full things it seems like that could be another $70 million of proceeds or proceeds/debt reduction that you could have raised there? Any color there will be helpful.

So it’s a – we wanted to maintain the 50% ownership, it had very strong growth and the sales and NOI. And we need to preserve and our portfolio is strong property. So we thought it was a win-win transaction for us, because we are – we were able to raise capital, reduce, take some debt off our balance sheet, but then keep a property that’s going to be stable long-term and growing in the portfolio. So that was really our thought process.

Got it, thank you. That’s all I have.

Thanks.

The next question comes from Michael Mueller from J.P. Morgan. Please go ahead.

Yeah, hi. I was wondering, excuse me sorry about that. I was wondering, can you talk a little bit about the, I guess the disconnect. When we look at sales growth over the past couple of years, it’s positive and you know, NOI growth is obviously upon in the other direction. But can you just talk about how, you know, bridge those two dynamics a little more?

Yeah. So, I mean, it’s – you got these two different categories of retailers and we’re seeing growth from the ones that have made the adjustments and into the world the way the retail world operates now, and they’ve figured out how to appeal to shoppers that want to buy digitally or pick up in stores and, you know and they’re doing well and prospering and we have plenty of those in our portfolio. You – and you’ve got stores like Bath & Body Works that are doing really well in Vance and H&M has had great sales growth and they’ve made adjustments.So we’re seeing that but, you know, we’re also seeing retailers that you know, we had the bankruptcies last year and the store closings. I mean, we had over 200 stores closed in our portfolio, 900,000 square feet. So, you know, those are the ones you know that we talked about previously Gymboree and Payless and things you remembered and Charlotte Russe and Charming Charlie and you know, they were a drag on sales, now they’re out and hopefully the ones who replaced them with are going to do better and have better sales results.

But when you typically gave a rank card or an abatement are the sales there, if we would, you know, dig into that 3, whatever does the sales per square foot number, are those typically weighing on that number and it’s just you have other tenants that are you know, far greater positive? It’s just, you know, very just different dynamic in terms of the magnitude.

It’s – I mean, every rent negotiation is unique. It depends on the retail or it depends on the way they look at their occupancy cost. But if their sales decreases, yeah, it’s definitely going to weight on our results.

Got it. And one quick question. The 89.8% yearend occupancy level, where do you think that could go to by the end of 2020?

So, yeah, we intentionally don’t make occupancy guidance at our part of our guidance. It just depends on what happens with certain retailers that, you know, the jury’s still out. So for now, we’ll hold off obviously, hopefully we’ll make progress. And if we continue to do the leasing volume that we’re doing, and we don’t have the same range of bankruptcies, we’ll definitely make progress.

Okay, that was it. Thank you.

Thanks, Michael.

The next question comes from Jim Sullivan from BTIG. Please go ahead.

Thank you. Stephen you’ve been very clear about the focus in terms of the debt balances and looking for some kind of flexibility there or concessions there. I wonder if you would talk about what flexibility if any, or what options if any, the company might have with respect to the preferreds, given that they’re selling at such a, you know, such a discount to par?

I mean, there, you know, like I said, we look at everything across the capital structure and you’re right that preferreds are trading at seed discount or low level, depending how you look at it. It’s really, you know, in terms of our capital, it’s preferred. So it’s probably not the most immediate focus, but we’re looking at everything.

And in terms of the guidance, just to be clear, the guidance, I know you suspended the dividend on the preferred. The guidance provides for the dividend on preferred, because it’s cumulative?

Yes, it is undeclared. So we do include it in our guidance.

Okay, very good. Thank you.

Thanks, Jim.

There are no more questions in the queue. This concludes our question-and-answer session. I would like to turn the conference back over to Stephen Lebovitz for any closing remarks.

Thank you again for your time this morning. And if you have any further questions, feel free to reach out after. Have a good day.