CBL - NYSE

Good morning and welcome to the CBL Properties First Quarter Earnings Conference Call. All participants will be in 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. Please go ahead.

Thank you, Brandon, 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 measures 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 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 will now turn it over to Stephen.

Thank you, Katie, and good morning, everyone. As we announced yesterday, we completed the first quarter with results that put us on track to achieve our guidance range for the year. This is no small feat, given the wave of bankruptcies and store closings we experienced in the first few months of the year and is a credit to the determination and persistence of the CBL team. Even though our stock price is trading at new lows, our passion for the business has not diminished and we are steadfast in our efforts to assure the market that CBL will achieve long-term stability and success. First and foremost, we are focused on preserving and enhancing liquidity to fund our redevelopment program and reduce leverage. While we tout this metric on every call, it's important to repeat that at the midpoint of guidance we will generate over $220 million in estimated free cash flow in 2019 after preferred and common dividend. This free cash flow is our primary source to find income generating redevelopments and debt reduction, which allows us to replace lost income while lowering leverage. We are executing our capital light strategy, which minimizes the required investment in redevelopment through pad sales, ground leases or joint venture structures. We have more than a dozen anchor replacements in our pipeline, where our required investment is under $5 million. We realize that there are numerous creative uses for cash across our capital structure and our equity and bond prices remain extremely attractive for buyback. However, we believe that maintaining maximum liquidity to operate our business and fund redevelopment should remain our priority. Hand-in-hand with this focus on liquidity is our other major strategic priority to stabilize revenue. We are achieving this goal through releasing and generating incremental income from our anchor replacement program. We are seeing demand from restaurants, entertainment uses and expanding retailers, as well as a broad range of non-retail uses to back to our locations. As we mentioned last quarter, between Bon-Ton and Sears, we had roughly 40 anchors close. We are making tremendous progress, as outlined by the nearly two dozen committed anchor replacements, listed in our earnings release and supplemental. The transformation of our properties as we bring in newer more dynamic uses will stabilize income, drive additional traffic and strengthen our portfolio for the long term. We are diversifying our tenant base away from apparel through our new leasing. In 2018, over 67% of our total new leasing was executed with non-apparel tenants, including dining entertainment value and service. This trend accelerated in the first quarter to nearly 80% of our new leases executed with non-apparel tenant. We are currently under construction, have agreements executed or are in active negotiations on two multifamily projects, 13 entertainment operators including two casinos, 10 hotels, 30 restaurants, four fitness centers, five medical uses, two self-storage facilities, two grocers and a number of other non-retail uses. These additions allow us to extract value from underutilized parking areas and create valuable out parcels. As we replace vacant anchor locations and aggressively backfill shop space, we are also working to lower expenses. We have reduced salary and bonus amounts for senior management and have taken steps to achieve other cost efficiencies. We are actively managing our portfolio through the disposition of underperforming properties, as well as monetization of other assets to provide a low-cost equity source. We closed in the sale of Cary Towne Center, as well as a transfer of Acadiana Mall in January. And earlier this week we completed the sale of Honey Creek Mall. We are urgently and aggressively pursuing every opportunity to stabilize CBL and improve the company's valuation. We remain confident that we have the strategy liquidity people properties and commitment to successfully execute. In April, we held our company's leadership conference and welcomed our field employees to Chattanooga along with our home office management and sales staff for training education and team building. The dedication energy and creativity of the CBL team is second to none. While the challenges we face could weigh on morale, the CBL team has consistently rallied together to stand tall and we are all singularly focused on successfully navigating the challenges that we are experiencing today. I'll touch briefly on the class action settlement that we announced in March. The decision to settle was one of the most difficult we have faced. From the initial filing we have denied and continue to deny any wrongdoing and believe that our actions at all times have been proper and lawful. However, given the acceleration in the pace of the case and the inherent risk of litigation, we made the business decision to settle and believe this was the right choice for the Company and its shareholders. The structure of the settlement helps to mitigate the annual cash impact. Former tenants will go through a claims process and current tenants will be credited over a five-year period. The $26 million in cash savings from the common dividend suspension will generally offset the cash expense of the attorney's fees. As we said in our release on the settlement, our intent is to reinstate the common dividend in January and we will review taxable income projections for 2020 later in the year to determine the appropriate level. As noted by our 8-K filing last week we have executed the settlement agreement. The court has provided preliminary approval, but the settlement is still subject to a final approval order. Final approval could occur as early as August after which we'll be able to provide more disclosure on the cash and credit components of the settlement. Finally, I'll caution that since this settlement has not received final approval from the court, we will not be making additional comments beyond what we previously disclosed and appreciate your understanding of this sensitivity. I will now turn the call over to Katie to discuss our operating results and investment activity.

Thank you, Stephen. Our leasing team delivered over 1.1 million square feet of total leasing activity during the quarter, including 422,000 square feet of new leasings and 693,000 square feet of renewals. Same-center mall occupancy increased 20 basis points from the first quarter last year to 89.7% and portfolio occupancy similarly increased 20 basis points to 91.3%. Bankruptcy-related store closures impacted first quarter mall occupancy by approximately 110 basis points or 200,000 square feet, including closures from Things Remembered, Gymboree's Crazy 8 label and several Charlotte Russe stores. However, the closures related to the namesake Gymboree stores, Payless ShoeSource and the majority of the Charlotte Russe locations occurred after the end of the quarter and will impact second quarter occupancy. On a comparable same-space basis for the first quarter, we signed nearly 570,000 square feet of new and renewal leases at an average gross rent decline of 9.5%. Spreads on new leases for stabilized malls increased 9.3% and renewal leases were signed at an average of 12.3% lower than the expiring rents. This quarter's results were impacted by renewals on eight Things Remembered stores that we expect to remain open following their bankruptcy filing and a group of Christopher & Banks stores. Same-center sales for the year were flat at $377 per square foot compared with the prior year. Sales for the first quarter were muted by declines in January that resulted from an unfavorable reporting calendar. Sales for February were relatively flat and March generated a solid increase, especially considering that Easter was late -- in late April this year. Weather also impacted a number of centers in both January and March with several early closures. Categories that performed well included fast casual dining, electronics, children's and family shoes, cosmetics and wellness. As Stephen noted earlier, we are making excellent progress backfilling vacant anchor locations with commitments for nearly two dozen stores. Our properties are not only the favorite shopping destination in their markets, but are becoming the go-to place for entertainment, dining, service, lodging and more. Consistent with prior quarters, we have provided a full schedule for all of the Sears and Bon-Ton locations in our portfolio in the supplemental. I'll walk through several of the major projects. Bonefish Grill and Metro Diner opened in the former Sears Auto Center at Volusia Mall in Daytona Beach earlier this year. In Greensboro, at Friendly Center a new 27,000 square foot O2 Fitness will open in May replacing a former freestanding restaurant. We will open the first phase of the redevelopment of the former Sears -- or I'm sorry former Macy's at Parkdale Mall in May, new stores include Dick's Sporting Goods HomeGoods and Five Below. We will also start construction later this year on a joint venture self-storage facility and a parcel outside the Ring Road at Parkdale. This project is a similar structure to our previous developments in that we will contribute the land as our equity. The opening is expected in late 2019, early 2020. In fall, we'll celebrate the grand opening of the redeveloped Sears at Brookfield Square in Milwaukee, Wisconsin. The first phase of the project includes a new movie tavern by Marcus Theatres and WhirlyBall Entertainment Center. Two restaurants have already opened in outlets on the Sears parcel and construction has commenced on the new hotel and convention center which will connect through a landscape walkway to our centers. We are also adding fitness and medical as part of the new tenant mix. Dave & Buster's will open in May at Hanes Mall in Winston-Salem in former shop space near the Sears wing. Novant Health purchased the Sears location at the center and has plans to redevelop the location into a new health facility. We commenced construction on the Sears redevelopment project in Hamilton Place here in Chattanooga. The project includes Dave & Buster's, ALoft Hotel, Dick's Sporting Goods, a fitness facility additional restaurants, and office space all joining Cheesecake Factory which opened last December. The hotel is being developed in a joint venture with a well-regarded local operator. We will contribute land as our portion of the equity which allows us to realize value from our assets and to share in future upside. We have two casinos that will replace vacant anchor locations at malls in Pennsylvania. We executed a lease for a casino to locate in the former Sears at York Galleria in York Pennsylvania. At Westmoreland Mall, we have a new Stadium Live! casino taking the former Bon-Ton location. We expect construction to begin later this year, with an opening anticipated in 2020. While both casinos remain subject to regulatory approval, we're excited to move forward with such transformational opportunities. At Dakota Square Mall in Minot, North Dakota we executed a lease with Ross to take a portion of the former Her Burgers location. Construction will begin shortly with an opening anticipated later this year. At our 50-50 joint venture property Kentucky Oaks in Paducah, Kentucky, Burlington and Ross opened in the Seritage owned former Sears. Our joint venture partners have executed a lease with HomeGoods to replace the former Elder-Beerman store and have two additional tenants under negotiation. Dillard's purchased the former Sears location at Richland Mall in Waco, Texas, and we anticipate opening a new store in this space in 2020. We also have executed a lease with entertainment operator Tilt for the former Sears location at CherryVale Mall in Rockford, Illinois. We lost both Bon-Ton and Sears at this property and the Bon-Ton we've replaced with Choice Home Center, which opened in late 2018. These replacements required minimal investment. We have signed leases for two new Round1 locations one at the former Sears at South County Center in St. Louis Missouri and the second in former shop space at Northwoods Mall in Charleston, South Carolina. In addition to the anchor redevelopments and replacements I have just walked through we have a lot of activity in LOI or negotiation stages. And we'll continue to make announcements as deals progress. I will now turn the call over to Farzana to discuss our financial results.

Thank you, Katie. As we announced on our last call in January, we closed on our new $1.185 billion credit facility with a maturity date of July 2023. With this closing, we've addressed all of our unsecured debt maturities until 2023 and simplified our covenants. With the extension of our lines our maturities over the next few years are almost fully comprised of individual non-recourse mortgage loans. At the end of the first quarter, we had $390 million outstanding on our lines of credit. In January, we completed the sale of Cary, Towne Center and also completed the transfer of Acadiana Mall. The $163.4 million of related debt has been extinguished and we recognized a gain on extinguishment of debt this quarter related to both transactions. We have four secured loans maturing in 2019. The two cross collateralized loans with the same institutional lenders secured by Honey Creek and Volusia Mall had a maturity date of July 2019 with an aggregate balance of $64 million as of April 1, and an interest rate of 8%. In April, we closed a new $50 million five-year non-recourse loan secured by Volusia Mall with the existing lender at a fixed rate of 4.56%. Additionally, we sold Honey Creek Mall in April for $14.6 million. We utilized proceeds from the new loan and the sale to retire the existing loan. We also have a $4.5 million loan secured by the second phase of our Atlanta Outlet Center that we anticipate refinancing prior to year end. We have two secured loans that mature in December, Greensboro Mall and Hickory Point. These loans were previously restructured. We're in discussions with the lenders to determine next step. We are also focused on secured financings which mature in 2020. We have several properties with high debt yields that we will begin working to refinance. Our total pro rata share of debt at the end of March 2019 was $4.48 billion. We have reduced our debt levels by $179 million sequentially and over $260 million from March 2018. At quarter end, net debt to EBITDA was 7.3 times flat from year-end. First quarter adjusted FFO per share was $0.30, representing a decline of $0.12 per share compared with $0.42 for the prior – for the first quarter 2018. While adjusted FFO is lower than consensus, we believe this was primarily the result of timing. Our parcel sales were $0.01 lower and G&A was $0.02 per share higher than the prior year quarter. G&A for the current quarter included legal and third-party expense related to the new term loan, litigation, expense and change in the timing of bonus payments for non-executive employees. Other variances included $0.02 per share dilution from asset sales and non-core properties and $0.05 per share from lower NOI. First quarter FFO included an accrual of $88.1 million related to the proposed litigation settlement, which was excluded from adjusted FFO. As claims are paid or liability is released, we will reduce the amount in future period. Once the final order is issued from the court later this year, we will be able to provide more information on the claims and to discuss the annual impact in future years. For 2019, we anticipate the settlement to be relatively cash neutral. The majority of the attorneys' fees will be paid after the final order is issued and this amount is offset by savings from the suspension of the dividend for the next two quarters. For the first quarter same-center NOI decreased 5.3%. The decline was primarily related to lost rent due to closed anchor and in-line stores as well as declines in renewal leasing. The presentation of our income statement changed with the adoption of the new lease accounting standard. We understand that these changes make the comparability of periods more difficult this year. We provided more information on the components that were consolidated in the new rental revenue line in our financial supplement. During the quarter we recognized that $22.8 million impairment on Greensboro Mall due to a change in the expected full period. Several years ago, we restructured the loan secured by Greenbrier extending the maturity date to 2019. Cash flow at the property has declined and while it is still currently covering debt service, we are in discussions with the lender to evaluate various options. We are reiterating FFO as adjusted per share guidance for the full year 2019 in the range of $1.41 to $1.46 per share, which assumes a same-center NOI decline in the range of 6.25% to 7.75%. Our initial reserve for the year was set in the range of $5 million to $15 million. As a reminder, this reserve is used to take into consideration the impact of unbudgeted bankruptcies, store closures, rent reductions and co-tenancy that may occur. Last quarter we discussed a number of retailer bankruptcies that are impacting 2019. We had incorporated in our budgets certain store closures that were expected including the bankruptcy filings for Gymboree, Charlotte Russe and Things Remembered. However, subsequent to our February call, Charlotte Russe announced a liquidation resulting in additional annual revenue loss of approximately $5 million and Payless Shoes filed for bankruptcy and announced a liquidation. Annual gross rent for Payless is approximately $3.8 million. Incorporating this impact as well as other variances in budget, we currently expect to utilize approximately $6 million to $8 million of the reserve. We will update our expected reserve usage each quarter. I'll now turn the call over to Stephen for concluding remarks.

Thank you, Farzana. We have made important progress on our major strategies so far this year between the success we are seeing in our redevelopment program and the closing of the credit facility recast. While the lawsuit settlement was a setback, it was a business decision we felt compelled to make. The suspension of the dividend for the remaining two quarters of this year offsets the cash outlay for the settlement allowing us to preserve our cash flow to invest in our business. As we have said our plan is to reinstate the dividend for the first quarter of 2020 at an amount that will be determined once we have better visibility to 2020 projected taxable income. In the interim, we are doing everything in our power to lease space, replace former anchors, generate other sources of income, reduce expenses and diversify our tenant base. Yes, we have critical work ahead of us, but we have a team that believes in our strategy and is committed to delivering results and restoring the market's faith in our company. Thank you for your time today. We will now open the call to questions.

We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Caitlin Burrows with Goldman Sachs. Please go ahead.

Hi. Good morning. I was just wondering maybe on the topic of leasing spreads, the new lease spreads that you guys are completing are up but it's the renewals that account for a bulk of the leasing. So I was just wondering if you're seeing any signs of stabilization in renewal leasing pricing or do those retailers, which have not yet been cycled through still need lower occupancy costs?

I would say that we're seeing some glimmers of improvement, but not anything that significant. A lot of what we had in terms of negatives for the quarter were some packaged deals that we talked about. Certain retailers, Things Remembered some of the stores there key thing, a couple of others like Christopher & Banks, GameStop and Children's Place contributed to it. So -- and those retailers are -- the last three are doing fine they're just -- their sales have not increased so there is pressure on occupancy that we have to address as part of the renewals. So I'd say that we had said earlier in the last call that we thought we'd be negative in the high single digits. We were a little worse than that at this time and -- but we're hopefully going to see some progress as the year goes on.

Okay. And then when you think about who is leasing the in-line space now that you are reselling from past closures. Are there more local and regional tenants that you're working with or kind of, can you give us an idea of who those new users are outside of the anchor replacements?

Yes. So we're, I mean, we're definitely doing a lot with regionals and locals, but we're still doing national deals. I mean we're doing deals with the Gap divisions that are expanding like Athleta. Altar'd State is a regional, but they have developed more of a national presence they have a new concept called A'Beautiful Soul. Dry Goods is owned by Von Maur and we've done deals with them. BoxLunch which is another hot topic. Aerie who's had a lot of success with American Eagle, Skechers and Vans are some of the more -- are doing better with their products and are having good results. So we're getting the nationals done. And then we're also doing like I said all the nontraditional types of uses whether it's fitness -- like Orange Theory is taking small shop space Sola Salon, Seventh Sense, CBD Oil is a hot category. So -- Five Below we're doing a couple of things with them a lot of restaurants. I don't want to name them all. So there is just -- there is a lot of leasing activity and it's mixed up between the some traditional, regionals and locals. We have pop-up -- we call them pop-up shops at over 20 malls and those are -- that we lease those for one week, two weeks, one month they incubate new concepts that have converted into longer-term type deals. So that's a program that we're putting a lot of emphasis on. So like I said, we're doing everything in our power to generate income from all types of sources throughout the portfolio.

Great. And then maybe one last one, in terms of releasing the anchor space. I was just wondering I know a lot of the answer on cotenancy is that it varies. But is there any color you can give us in terms of cotenancy causes and getting cured? Does that generally happen when the new user lease is finalized or when the new user actually moved in? Or how does that work?

I mean, it does vary but it is when they open, it's not when the lease is finalized. And there is a lot of discussion, the cotenancy clauses a lot of them were written a long time ago and they don't acknowledge the realities of the types of replacements. So we have gone to the major retail partners that we have and had discussions about cotenancy and we have gotten a good reception and had good flexibility from them in terms of working with us.

Okay. Thank you.

Thanks Caitlin.

Our next question comes from Rich Hill with Morgan Stanley. Please go ahead.

Hey guys. Good morning. Two hopefully quick questions from me. It looks like CapEx went down rather considerably this quarter. Farzana is that timing-related or do you think it's a conscientious decision on your part to maybe partner with people to reduce some of the CapEx? How are you sort of managing that CapEx?

Hi, Richard. Yes it's a combination of both. It's the timing difference as well as a conscientious effort in looking at all the different CapEx that we are spending including tenant allowances. We are very focused on our return of our investment even on the tenant allowances. So we are focused on that so it's a combination.

Got it. Got it. And then maybe a tough question to answer, but as you think about same-store NOI is there any color you can give us on how the unencumbered mall assets are trending versus the overall portfolio and maybe even the assets backing the secured term loan revolver? I'm trying to get a sense as to maybe the quality how it's carrying across quality?

Well the Tier one generally have done a little bit better. But overall it's trending the same way as the overall NOI decline. So I wouldn't say that any unencumbered properties are any worse impacted by the total portfolio it's similar. So I wouldn't say that it's any different.

Okay. So just to clarify you see your Tier 1s and Tier 3s sort of trending the same way as the total same-store NOI?

Well. The Tier 1 is obviously doing better and Tier 2 and Tier 3 are more a little bit more not as doing as well as the Tier 1. So therefore those two components is what's really making up the negative dent in NOI.

There still remains a linear relationship across our portfolios. And I think to Farzana's point, we do see bankruptcies in all in all tiers so everybody is impacted by those. For the most part like every -- we had Charlotte Russe across the portfolio. But Tier 1s tend to perform better, Tier 2s tend to be more stable and Tier 3s perform the worst in general. Although there are some outliers in all of those categories.

Understood. That’s helpful guys. That’s it for me right now.

Our next question comes from Tayo Okusanya with Jefferies. Please go ahead.

Good morning. I'm trying to reconcile the 1Q performance versus the guidance because even if I take out the -- what I'll consider one-time items from 1Q with some of the litigation costs and things like that. It seems the normalized earnings number is about $0.32. But the guidance is at $1.41 to $1.46. I'm trying to understand some of the pickup you expect over the course of the year to get to that number.

Hi, Tayo. There are three items to consider in terms of what we're looking at our guidance when you're looking at our guidance. It's mostly going to be back ended. So the front -- in Q1 our appraisal sales were lower and we expect more appraisal sales towards the latter part of the year. And then also we had -- G&A expenses were generally higher in the first quarter. We expect that to trend a little bit better because we had these bonuses to our non-executive employees that showed up in the first quarter. And so we should see some better improvement on our interest expense, because we did complete the new financings on Volusia Mall. And also we disposed of Honey Creek. So that -- they were at higher interest rate, 8%. So generally speaking those are the three components that will help to get to our range, to our FFO guidance range.

But you maintained same-store NOI forecast and you were doing better in first quarter. So are you expecting same-store NOI to deteriorate in the back half of the year as well?

That's correct.

Okay, great. Okay. Thank you.

You're welcome.

This concludes our question-and-answer session. I would like to turn the conference back over to Stephen Lebovitz for any closing remarks.

Brandon, can you see there…

Yes. I am sorry. We did have someone jump in the queue. Craig Schmidt with BoA. Please go ahead.

Great. Thank you. I believe that CBL does its own effort to monitor mall traffic. I was wondering, if you had any data that would talk to what anchor replacements are doing for that mall traffic?

Hi, Craig good morning. So it's really too early because the anchor replacements are just coming online. So we need a longer term to really compare just how the traffic is. We put in most of our traffic counters late in 2018 -- I mean in 2017. So we had 2018. But the anchor replacements are coming online now in 2019.

Okay. I mean, just anecdotally, what is the response to the new anchors, the six you've opened if there's enough to read off of?

No. I mean, no surprise I'm going to say it's definitely positive. And we've seen the entertainment uses actually be very helpful because not only driving traffic but also the customer bringing the families to the properties. So that’s something that we're really encouraged by the reception that we're seeing. And then restaurants are doing really well across our portfolio and just in general whether it's sit-down fast casual. So that's been a real strong driver of traffic. And we're -- we definitely have a sense of urgency with replacing these anchors because when they're closed there is a drop off in traffic and so we're pushing as hard as we can to get these anchors -- these replacements open. And also in a lot of cases doing it with minimal investment like I talked about during my remarks. In one mall CherryVale, we had a furniture store open in one of the closed anchors and then we have an entertainment operator opening later in the year. So we'll backfill both those without a significant investment. And that will help our traffic a lot.

Okay. Thank you.

Thanks, Craig.

Our next question comes from Michael Mueller with JPMorgan. Please go ahead. Mr. Mueller, your line is now open.

I got to the call pretty late, so I apologize if I missed this. On the 22 anchor replacements that you breakout in the supp, what's the total investment in those or cost for those?

We'll, Michael we'll add these projects as they're ready to start construction if there is a cost associated with them. And then if you look in the supplemental in the back where we have all those projects listed, the ones that are obviously owned by others our Seritage projects or things like that, we wouldn't have a cost associated with those.

Okay. So not -- you don't have like a global number or ballpark number at this point in time?

No. We still think we'll be within the 75 to 125 range on an annual basis. So we still expect to hit within that view including all these projects.

Okay. That was it. Thank you.

Thanks, Mike.

The next question comes from Andrew Gadlin with Odeon Cap Group. Please go ahead.

Hi, good morning. I was wondering, if you could just refresh us on how you would plan to deploy the FFO that you see earning this year?

Kathryn?

Yeah. Andrew, I mean our focus will continue to be on the redevelopment pipeline that we went through on the call as well as debt reduction. Those are our two primary sources of our cash flow.

And in the debt reduction would it just be loan pay down, mortgage pay down? Or would you also look at some of the data sent in? I know you referenced on the call if you see the prices of your bonds in the market, I'm trying to understand would you be a little more proactive? Or would everything have to go just to the term loans?

Yeah. I think like we said in the intro comments, our priority right now is maintaining liquidity. So we want to make sure that we have our redevelopments and our amortization taken care of first.

Thank you very much.

This concludes the question-and-answer session. I would like to turn the conference back over to Steve Lebovitz for any closing remarks.

Thank you, everyone for your time this morning. And we look forward to continuing to discuss our results and show improvement as the year goes on. Thank you.