Macerich Co. Q1 2009 Earnings Call Transcript

May. 5.09 | About: Macerich Co. (MAC)

Macerich Co. (NYSE:MAC)

Q1 2009 Earnings Call

May 5, 2009 1:30 pm ET

Executives

Jean Wood – Vice President of Investor Relations

Arthur Coppola – Chief Executive Officer and Chairman of the Board of Directors

Tony Grossi – Senior Executive Vice President and Chief Operating Officer

Tom O’Hern – Senior Executive Vice President and Chief Financial Officer

Analysts

Quentin Velleley with Michael Bilerman – Citigroup

Ben Yang – Green Street Advisors

Michael Mueller -JP Morgan

Craig Schmidt – Bank of America

Rich Moore – RBC Capital Markets

Alexander Goldfarb – Sandler O’Neill

Jay Habermann – Goldman Sachs

Operator

Welcome to the Macerich Company first quarter 2009 earnings conference call. (Operator Instructions) I would now like to turn the conference over to Jean Wood, Vice President of Investor Relations. Please go ahead.

Jean Wood

Thank you everyone for joining us today on our first quarter 2009 earnings call. During the course of this call management will be making forward-looking statements which are subject to uncertainties and risks associated with our business and industry. For a more detailed description of these risks please refer to the company's press release and SEC filings. As this call will be web cast for some time to come, we believe it is important to note that the passage of time can render information stale and you should not rely on the continued accuracy of this material.

During this call, we will discuss certain non-GAAP financial measures as defined by the SEC's regulation G. The reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is included in the press release and the supplemental 8K filing for the quarter which are posted in the investor section of the company's Web site at www.macerich.com.

Joining us today are Arthur Coppola, CEO and Chairman of the Board of Directors; Tony Grossi, Senior Executive VP and Chief Operating Officer and Tom O'Hern, Senior Executive VP and Chief Financial Officer. With that, I would like to turn the call over to Tom.

Tom O'Hern

Thank you Jean. Today we will be discussing first quarter results, recent financing activity and our financing and liquidity plans for 2009 and 2010 as well as our outlook for the remainder of 2009.

During the quarter the operating metrics generally remained solid with continued respectable occupancy levels and strong re-leasing spreads. Mall sales per square foot for the 12-months ended March 31, 2009 were $440 per foot, down 6% from a year ago. We signed 318,000 square feet of leases during the quarter with average new rents at $43.28 a foot for a positive re-leasing spread of 21%.

Occupancy levels remain high albeit down from a year ago. Mall occupancy at March 31 was 90.2%. That was down 210 basis points from a year ago which was at 92.3%. Most of that reduction, however, related to big box closures with three tenants making up 1.2% of the decline and 1.7% being made up of five tenants. All five of those tenants paid rents that were substantially below our portfolio average. We had Circuit City vacating 189,000 square feet. They only were paying $16 a foot in rent. Linens-N-Things 123,000 square feet paying $12 a foot in rent. Steve and Barry’s vacated 93,000 feet at $5.75 a foot. KB Toys vacated close to 100,000 square feet. They were paying $23 a foot. Finally, Comp USA vacated 64,000 feet and they were paying $11 a foot.

On average those tenants were paying under $14 a foot. That compares to our portfolio average of $42.55 a foot. So although it represented 2.1% occupancy decline it represented a far lower percentage of economic decline. Again, these were all bankruptcies we were aware of last year and were factored into our guidance that we gave in January.

Looking at occupancy costs as a percentage of sales it was 13.3% for the quarter up slightly from year end at 13.1%. FFO per diluted share for the quarter came in at 116. That compared to 105 for a year ago, the first quarter of 2008. Consensus was 103 and our guidance was $1.00. There were a few major non-recurring events that impacted the quarter. The first was the adoption of APB 14-1. That was a new interpretation and it changed the accounting for convertible debt effective January 1 of 2009. This change was also rolled back to the beginning of last year and had an adverse impact on the quarter of $0.03 per share. That was an increase in interest expense, non-cash.

Also in the first quarter we retired $50 million of convertible debentures at 45% average discount to the face which reflected a $23 million gain on early retirement of debt. You recall when we gave our 2009 guidance we included $20 million of being an early extinguishment of debt so we exceeded that by a small amount.

In the first quarter we also had a reduction in our workforce. As part of that RIF we incurred approximately $5.5 million in severance costs. That showed up as an expense in the management company expenses in the first quarter. Same center NOI for the first quarter excluding termination revenue and SFAS 141 was basically flat. It was down 0.12% compared to the first quarter of 2008. The negative comparison was primarily driven by the occupancy decline and a $2.3 million increase in bad debt expense.

Lease termination revenues including joint ventures was $1.9 million. That was down $580,000 from a year ago. The expense recovery rate including JV’s was at 90%. That was down from 94% in the first quarter of 2008. That reduction was due primarily to higher non-recoverable expenses including the bad debt expense increase I just mentioned as well as higher legal costs. Straight line rents were down $650,000 for the quarter and ended at $1.5 million.

SFAS 141 income was $4.2 million. That was down from $4.7 million a year ago. Gain on the sale of un-depreciated assets during the quarter was $1.4 million down about $300,000 from the year before.

In addition, during the quarter the impact of the vacant Mervyn’s stores reduced NOI by approximately $5 million for the quarter compared to the first quarter of 2008.

Shifting now to the balance sheet we continue to make a significant amount of financing progress. The average interest rate in the portfolio now is 5.12%. The average rate on fixed rate debt is 5.96%. We had an interest coverage ratio of a healthy 2.0 times for the quarter. At quarter end we had $7.9 billion of debt outstanding including JV’s at pro rata. As of today only $143 million remains for the 2009 maturities. We have approximately $400 million of capacity on our line of credit today plus $123 million of cash on the balance sheet as of quarter end.

During the quarter we were able to retire $50 million of our convertible notes at a discount. That takes the total amount of convertibles outstanding at quarter end at $660 million. You’ll note that included in today’s 8K supplement on pages 14 and 15 we show our 2009 and 2010 financing plans. We made great progress on the 2009 maturities with over $480 million of new loans done already this year generating close to $100 million of excess loan proceeds.

The estimated loan proceeds that show up on pages 14 and 15 have been modified to reflect the underwriting conditions we are seeing in the market today. We have been very active in the market. We outlined that in the press release about 3-4 weeks ago and we continue to update those schedules based on what we are seeing for transactions that are actually closing.

The property loans that mature in 2010 excluding loans with built in extension options total only $318 million. Even using today’s very conservative underwriting of 12-14% debt yield we should easily be able to take out maturing debt and generate some excess proceeds. The $446 million of unsecured term notes also mature in 2010 and as part of our de-leveraging efforts we plan to pay those notes off with cash from operations or from other liquidity events.

In 2011 also excluding loans with built in options we have property loans of $950 million maturing. Based on the current NOI divided by the current debt principle of those maturities we see a resulting 4.8% debt yield, well within today’s underwriting standards.

In summary, we continue to make good strides on our debt maturities. This is just one aspect of our liquidity and de-leveraging plan which Art will be addressing in more detail in a few minutes.

This morning we also updated 2009 guidance. We adjusted our guidance range for FFO per diluted share to reflect the impact of more shares outstanding as the result of the stock dividend that we announced last week. Although we fully expect to close this year, estimating the exact timing is difficult so we have not assumed any asset dispositions or joint ventures in this guidance. When those events happen we will modify guidance accordingly.

At this point I would like to turn it over to Art.

Arthur Coppola

Thank you Tom. I want to talk about the retail environment in general and how that impacts our leasing and occupancy. Secondly, just a brief update on what is happening with our development and re-development pipeline. Thirdly, and most importantly, further color on the recent dividend change that we implemented and our capital plan and map to de-leveraging our balance sheet so that we can thrive over the next several years.

In terms of looking at the retail environment we are still in a very tough retail environment. There is still plenty of headwinds measured by sales from our tenants. Over the last 12 months we have had sales on a run rate off 6-7% and the last six months in particular have been very difficult for our tenants in terms of sales trends. However, in spite of that we have maintained very strong leasing spreads. The question is how long can that continue with declining sales.

At the current time our costs of occupancy are at 13.9%. Sales per square foot of $440 per foot. If you dig deeper down into that you get a lot of comfort, or we take a lot of comfort from where those sales are being generated, what the cost of occupancy is from our highest and higher producing assets and we get EBITDA that is being generated from our highest assets just an anecdotal statistic. Our top 20 properties out of 75 generate sales of $610 a foot even after the declines over the last 6-12 months. They generate almost 46% of our EBITDA and the cost of occupancy as a percentage of sales from these assets is actually below our portfolio average of 13.4%.

Our top 25 assets generate $583 a foot. Cost of occupancy remains at 13.4%. Our top 40 assets generate $518 a foot with costs of occupancy of 13.1% and our top 50 assets generate $490 a foot with cost of occupancy at 13.1% and those top 50 properties generate over 80% of our EBITDA. We have still plenty of room to endure further sales trends downward and still maintain positive leasing spreads. As indicated in our first quarter of this year and our fourth quarter of last year’s leasing results as well as over the last seven years of leasing results quarter-by-quarter we have been able to generate very strong increases.

Turning now to development and re-development updates, all of our development and re-development projects are moving along on track and on schedule and on budget. We recently had the opening in the first quarter of the final major phase of The Oaks with the addition and opening of the Movie Co Theater. Other major boxes or anchors that opened during the quarter include Costco opening at Lakewood, Macy’s opening at Santan Village in Phoenix and Best Buy and Dick’s Sporting Goods combo anchor opening up at Fiesta Mall in the Phoenix/Mesa market place.

Turning to Scottsdale Fashion Square we are on track to have our fall opening here. Leasing continues to be strong with additional names such as Michael Stars and Bulgari added during the quarter as well as a new concept store for Banana Republic. Santa Monica Place, now that the anchors have settled upon their opening date we have picked and selected our opening date for this exciting project to be August 6th of next year which will coincide with our anchor openings.

Turning now to the capital markets and our plan for de-leveraging. As we look at our capital markets a lot of the analytical community likes to debate whether or not companies are haves or have nots. We clearly are a have company. We have great assets. We have terrific people and great sponsorship and platform within our company and we have great relationships with our tenants, our lenders and our partners.

I can’t emphasize enough how much those relationships have been paying off with us with our tenants on our continued strong re-leasing activity, with our lenders on our continued strong refinancing activity and with our partners as we seek to go ahead and enter some new joint ventures. Doing deals and joint ventures with our partners is in our DNA. It is something that goes back to the foundation of our company over 35 years ago and we are counting on those relationships to deliver new partnership arrangements that will deliver upon the asset equity plans that we will outline here a little bit later and that we brought up in our last conference call in February.

We are willing to make the tough decisions to de-lever our balance sheet to allow us to thrive over the next three or four years. During the first quarter we had a major reduction in force in our company. It was painful but it was clearly something that had to be done and was clearly related to our decision to cut back significantly on our development pipeline to only those projects that were mission critical or those projects that were already construction in progress.

We recently announced the difficult decision to make a major significant cut in our dividend. Our dividend was cut from $0.80 a share for the quarter to $0.60 per share for the quarter and we elected to pay out 90% of that dividend in the form of stock. This will generate in excess of $65 million per quarter for us in additional liquidity that we can use to de-leverage. Over the last six months we have been willing to make the tough decisions to accept market pricing on our refinancing.

At times we have accepted refinancing to take a bird in the hand, if you will, such as the refinancing we did in the fourth quarter on Queens. We could have tried to hold out for more proceeds but we elected to accept market pricing and market terms to accomplish our goals. In particular as Tom outlined we are in extremely good shape in terms of the way we see the secured debt in our balance sheet looking forward over the next three years.

In our last conference call we pointed out we saw we would generate over $500 million in equity through selling off non-core assets and joint ventures. During the course of negotiations we have been and are willing to accept market pricing and market reality on these dispositions. I would like to report to you where we stand on these at this point in time.

On the asset sales, we are currently are in letter of intent or on contract on roughly $125 million of non-core assets. These are being sold at cap rates in the neighborhood of 8.5 to 8.75. These deals should close over the next 60-90 days. On the asset joint venture side which will build the balance of the $500 million or so of asset equity that we indicated in February we would raise over the 12 months forward from February.

These are tough deals to do. It is always tougher to bring a joint venture partner into an existing asset than into a new asset that you are buying together. The issue of pricing is something that has to be addressed. An additional complication is it is difficult and tough to make the long-term decision in bringing in a new partner especially when you are deciding between a couple of competing proposals from valued partners on the same asset.

We are making excellent progress in terms of where we are on the asset joint venture side. We are in serious discussions with joint venture partners and we can report to you now with confidence we will be entering into these joint ventures and that our current estimate is these will close during the third quarter of this year at EBITDA multiples of 12-13 times EBITDA which translates into something in the neighborhood of 7.5-8.5% cap rate.

If anything, the size of the equity that we will raise from asset joint ventures will go up over the next two years because of the level of interest we have and the assets we have exposed to long-term relationship partners that we do business with and because of the attractiveness of raising equity at these kinds of multiples at this point in time.

The final component of our de-leveraging plan will undoubtedly involve the issuance of additional common equity. We are committed to accepting market pricing on this. This will be market driven. The ultimate decision will require a balancing act between the raising of equity from asset equity/joint ventures and common equity through new stock issuance. That is something that clearly will be taken very seriously. It will be market driven but will definitely require a balancing act between the asset equity raised and the potential common equity raised both in terms of size and the when, where and how.

A common question being asked these days of companies is what is a proper amount of leverage for your company. At this point in time we feel extremely comfortable as Tom has outlined for you with the property specific debt that we have coming due over the next three or four years. Our biggest year going forward is 2011 and as Tom pointed out our debt yield on the maturities during that year is roughly 14.8%. We feel very comfortable in terms of where we stand on the property side. If anything, we will continue to see that as a source of generating excess cash flow.

In terms of looking at where we would like to be and what is the proper amount of leverage for our company clearly we want to retire our unsecured debt. In particular we want to retire our term notes that come due next year. We want to retire our convertible debentures that come due in three years. We want to have maximum availability on our line of credit. We would like to have frankly a zero balance due on our line of credit with the entire amount of the line available to us to give us maximum flexibility going forward and to give us a maximum amount of de-leveraging.

In terms of how we get to that point, if you take a look at our stock dividend cut and the fact we have moved to 90% stock dividend you can see we are generating $260-265 million a year in excess cash from that resource. That particular policy could easily stay in effect for 2-3 years. On the asset equity side we have indicated before and we are confirming to you now that we see generating $500 million plus or minus of equity from asset sales and joint venture equity.

These should close within the third quarter of this year. If anything we can see the size of equity raised from assets going up by $250-350 million over the next 18 months to two years. The final component of that if you take a look at what would be required to retire the face amount of our convertible debentures, our term notes and to take our line of credit down to a zero balance would be a common equity issuance. The plug number if you take a look at all of those numbers is roughly $500 million.

Again, it will require a fine balancing act between asset equity and common equity in making that decision. We remain extremely confident on the joint venture side and the asset equity side. Obviously stock dividend cut and moving to stock dividends is something that is within our control. At this point in time I would like to open it up to questions.

Question-and-Answer Session

Operator

(Operator Instructions) The first question comes from the line of Quentin Velleley with Michael Bilerman – Citigroup.

Quentin Velleley with Michael Bilerman – Citigroup

We just wanted to firstly ask on Biltmore and Wilton which it looks like you have extended until 2026 on probably higher interest rates than what you would like. I am just wondering if you could provide a bit of data on what happened with negotiations there? Also whether there are any other mortgages that have these kinds of options in them?

Tom O'Hern

Those loans were loans that were done 10 years ago and it was not uncommon for CMBS deals of that vintage to be structured with a 30-year maturity but pre-payable after 10 years. That is what we have in those situations. It is actually a 30-year loan but it is free to be prepaid after ten and the interest rate goes up after 10. So in those cases the interest rate has gone up or will go up at the 10-year anniversary and that is our motivation to get them prepaid or refinanced but the maturity is actually 2029. It was a built in structure.

Quentin Velleley with Michael Bilerman – Citigroup

But you do have the option to refinance them at lower rates?

Tom O'Hern

Yes absolutely.

Quentin Velleley with Michael Bilerman – Citigroup

I just wanted to click across to the Mervyn’s NOI impact. I know on the last call you said there was $0.25 of potential impact for the full year of 2009. I’m just wondering if you have the numbers in terms of how much of that was weighted in the first quarter?

Arthur Coppola

It is really ratable. It is $0.25 through the balance of the year and it is roughly $0.06 a quarter.

Quentin Velleley with Michael Bilerman – Citigroup

So it is an even impact?

Arthur Coppola

Yes. We are assuming in our assumptions in our guidance that we do not have any new leasing of any Mervyn’s boxes that currently we have not made deals with people like Forever 21 and Kohl’s with. Anything we do with those vacant boxes and there is plenty of activity on those vacant boxes will be up side to guidance.

Quentin Velleley with Michael Bilerman – Citigroup

Can you just walk through; it is helpful to go through your sources and uses. Can you talk a little bit about you talked about the $500 million being a plug in terms of being able to have nothing drawn on the line of credit and repaying the convert to the excess cash? I assume none of that assumes a continued buyback of the converts at a discount? Then, how does it also play into you have development spend that is remaining of about 305 and have you taken into account the excess proceeds that you have targeted in terms of the refinancing remaining in 2009 and in 2010?

Arthur Coppola

On the unsecured I was really looking at the face value assuming no discount on the converts even though we have obviously been buying them at discounts and even though converts in corporate America are generally trading at discount. In looking at the sources again we see up to three years of stock dividend and cuts generating $800 million. Asset equity really $500-800 million and then common equity really roughly $500 million as being the sources of capital to retire that $2.1 billion of face. Obviously they can move within the categories back and forth between asset equity and common equity but we have got very strong interest on the asset equity for joint ventures.

Tom O'Hern

A component in there that Arthur didn’t mention is the excess proceeds if you look at the schedule for what remains for 2009 and 2010 that is about $440 million. Again, we took a look at that and used some pretty conservative assumptions, probably nothing more aggressive than a 14% debt yield and in some cases more conservative than that.

Quentin Velleley with Michael Bilerman – Citigroup

But the excess proceeds you are generating from that is not in your laying out your sources and uses and you will take out at least per your schedule another call it $350 million if the numbers don’t change of amounts over and above the secured loans?

Arthur Coppola

Yes and we are really thinking of that as being a sourcing of funding the balance of our development pipeline over the next 18 months. Kind of six of one and half dozen of another whether you think the stock dividend is funding the development pipeline or the refinances are funding it. Does that make sense?

Quentin Velleley with Michael Bilerman – Citigroup

It does. On your equity specifically though you talk about just sort of the plug to get you there. We have obviously seen a substantial number of companies actually do it. Do you want to complete the asset sales and the joint ventures before coming out and raising the $500 million or would you sort of take it if you can get it today?

Arthur Coppola

I think it is going to require a fine balancing act between the two and that is really the best way I can answer it at this point in time. The one thing I will say is in everything we are doing we are fully prepared to accept some tough decisions. Tough decisions on the cut of the dividend. Tough decisions on the stock dividend. Tough decisions on parting with joint venture interests in our best assets at frankly cap rates that we still think are very attractive to an investor and cheap frankly compared to where we really viewed pricing for those assets. But we are agnostic to pricing as long as we have been efficient in the marketing and we are going to be realistic on the common equity too. We are not going to sit there and get hung up with what our stock price is or is not. It is just going to require a fine balancing act that I know a couple of three months ago I was probably thinking the common equity would be the final component at this point in time. I just think it is going to require a balancing act between the two.

The one thing that has clearly happened in the last three months, however, is a significant amount of clarity has come on the issue of joint ventures in a positive vane both on the pricing side, it is better than what most people thought we could do in terms of discussions we are having and also in terms of the breadth of the market. Besides the folks that we are in very serious conversations with we are getting some very significant inquiries from additional parties that say you know what we think now is the time to go ahead and get involved with great sponsorship like Macerich and great assets like what Macerich owns. That is another thing that has evolved. It is going to require a balancing act.

Quentin Velleley with Michael Bilerman – Citigroup

Just moving to the portfolio you have said basically how tough it has been over the last six months which is what a lot of your peers have been saying and a lot of your peers have reported that they have had an increasing one to two year leases on lease renewals. Is that something you have been experiencing across your portfolio this year?

Tony Grossi

In a market where you may have some centers and some spaces where you don’t feel that you are getting pricing that is reflective of the longer term lease yes we are shortening up lease terms. If you want to compare, we are slightly under 40% of our leases that we have done in the first quarter are under 5 years and that is up a little bit from the same period last year. The trend is up in terms of doing leases less than five years.

Operator

The next question comes from Ben Yang – Green Street Advisors.

Ben Yang – Green Street Advisors

I just wanted to start off with saying we appreciate the additional detail on the capital road map. It has been very helpful as we go through your company. We appreciate that. I have a question on retailer bankruptcies. It seems like there have been fewer bankruptcies than what many of us would have expected so far this year. I guess the lack of dip financing may be a big reason for this and maybe also perhaps landlords accommodating struggling retailers, offering certain concessions to keep the space filled might also be helping to mute the retailer bankruptcies we have had so far. Based on what you are seeing do you think we are still in the early innings of retailer bankruptcies? Do you see this potentially picking up as the year progresses?

Tony Grossi

Just on the bankruptcy front, when we headed into this year the expectation was that there was going to be a flurry of bankruptcy activity. This first quarter has definitely not shown that. We have fewer than 70 leases, not stores or chains but 70 leases in one form of bankruptcy or another. So it is well below our expectations. Now will there be additional bankruptcies? Most likely. We have our watch list and we handicap what we think is coming due. Your comment about dip financing while it is not available, it is not necessarily applicable to a lot of the tenants that are on our watch list at this point. While we feel there will be additional bankruptcies this year we still maintain this first quarter setting a trend that it is really an underwhelming amount.

Ben Yang – Green Street Advisors

Do you have a view on bankruptcies maybe in 2010?

Tony Grossi

I can’t see that far out.

Operator

The next question comes from Michael Mueller -JP Morgan.

Michael Mueller -JP Morgan

I think you sold a couple of Mervyn’s boxes in the quarter. I was wondering if you could tell us one just give us some sort of color in terms of what pricing was and will that be part of the non-core strategy going forward in terms of what you view your marked for sale?

Arthur Coppola

They are in the pot of assets that I referred to as non-core assets. We cannot disclose pricing on any individual asset but we did not close on any of the Mervyn’s boxes during the quarter in terms of selling them. I can tell you that. The total pot of non-core assets is roughly $125 million that will be sold and the EBITDA and multiple is around 12 or inversely the cap rate is 8.5 to 8.75. That is overall and that is over many assets.

Michael Mueller -JP Morgan

With respect to the malls, I just want to clarify something. When you are moving outside of the non-core and looking at the malls you are predominately talking about joint ventures correct? Not outright sales?

Arthur Coppola

We are looking at a combination. We are looking at our guidance and our plan is for joint ventures. But if that were to evolve into a conversation where it were to end up in a disposition of 100% of any given asset it is not something that we would preclude. If it gets us to our goal of de-leveraging our balance sheet and in a more efficient way than waiting we will definitely take market reality, market pricing and efficiency and expediency over waiting. It is clearly a possibility.

Michael Mueller -JP Morgan

Tom there has obviously been a lot written about the Life companies in terms of the pull back this year. Any color over the last month or two? Do you see anything changing at the margin?

Tom O'Hern

For starters, I don’t think you can believe everything you read. There was a publication that talked about twelve life companies being out of business and that was on a Friday. I was getting ready on Sunday to get on a plane and go back to one of those so named Life companies and do a $205 million financing. They are in business. They like strong assets with strong sponsors and they continue to do deals. We have not seen the life companies disappear. They are being choosy about the assets they select and they are being very specific about the sponsors. They want strong sponsorship. We continue to be very active with deals being underwritten by the life companies.

Michael Mueller -JP Morgan

If we are looking at the lease spreads which are 21% in the quarter if we factor in the percentage ramp that the tenant was paying in the old rent rate, how much does that spread compress? It is still fairly healthy I am assuming? It is just a minor number where it comes in?

Arthur Coppola

Can you repeat that? You broke up.

Michael Mueller -JP Morgan

Your cash spreads are 21% in the quarter new versus old rent. If you factor in the percentage of rents that you will lose, if you happen to have that number handy, but how much is the more effective cash spread does that come in by?

Tom O'Hern

It really doesn’t change it to a material degree. We don’t have a whole lot of percentage rent left in there but it would change less than half of 1%.

Operator

The next question comes from Craig Schmidt – Bank of America.

Craig Schmidt – Bank of America

From the institutional investor’s point of view, could you describe some of the advantages from direct investing through your JV versus other ways like buying the stock?

Arthur Coppola

First of all, for most people it is viewed as different pockets of money. Completely different pockets of money. Some people view securities and direct investment as being in the same general pocket and those people tend to want to do a little bit of each. Generally most investors when they look at a direct investment through a joint venture they like the control elements that are involved in a direct investment with the joint venture in terms of capital liquidity. They are generally investing a lot of money so they are investing a couple hundred million dollars into 1-2 assets which is tough to get your hands on in the open market or the securities market. It is really different pockets of money for most investors.

Craig Schmidt – Bank of America

Looking at Scottsdale opening next year have you de-emphasized luxury at all or are you feeling like this pressure on lux is short-term enough that it really hasn’t ventured into your thinking for the expansion of that asset?

Tony Grossi

We look at what we have done with the expansion, first of all Scottsdale would be 2 million square feet when we open the expansion so it has something for everybody. The expansion in particular is anchored by Barney and of course that is definitively luxury but when you look and come to the open space we have got a mixture of better priced merchants and we will have the H&M and Forever 21’s of the world also in that expansion. So we have a blend.

Arthur Coppola

And the opening is this fall by the way.

Craig Schmidt – Bank of America

Sorry. I pushed you back a year there. So it sounds like aggressive fashion but maybe not all at that high a price point and those retailers at least from my review haven’t been as negatively impacted.

Tony Grossi

Consumers right now are looking for fashion at a price and we are delivering some of that at Scottsdale Fashion.

Operator

The next question comes from Rich Moore – RBC Capital Markets.

Rich Moore – RBC Capital Markets

As you look at the various buckets that you were talking about whether they are asset sales or joint ventures or new loans, are things loosening up a bit in each of those categories from say where they were in the beginning of the year?

Arthur Coppola

Asset sales is such a non-core piece of our business I would say no. We are just agnostic to that. It is a one-off decision. It is not a lot of money and we just accept the pricing and dispose of the assets. I don’t have an opinion as to whether it has gotten looser or tighter. If anything my sense is it could be a little bit tighter as interest rates have gone up.

On the joint venture side though we clearly have got much more visibility into the number of folks that are very, very interested in pulling the trigger and doing joint ventures with us on the assets that we are exposing than we had three months ago. We have got visibility in terms of their level of interest and the breadth of the number of folks that are interested is much broader and in addition to that the pricing is in line with what we had anticipated in terms of their yield expectations but it is significantly better pricing form our viewpoint than most pundits and analysts have thought would be available to us say three months ago.

Rich Moore – RBC Capital Markets

On the loan side…I’m thinking you talked a little about the life co’s but is the overall debt environment from the lenders side of things is that improving at all from the beginning of the year? Are they loosening up a bit or not really?

Tom O'Hern

No, I think it is fairly consistent. It is still early in the year. The underwriting is conservative. I would say debt yields are 12-14% and you have to make your own assumptions but that is going to put you in some pretty conservative leverage. They are picking their spots. I think the banks are still active to some extent. Deals are getting done for good assets and good sponsors but it is still a tough market out there for the time being.

Rich Moore – RBC Capital Markets

On the leasing side, how far along are we would you say with 2009 leasing? Are we close to done for the year?

Tony Grossi

No. On our leasing activity we are about 80% committed at this point.

Rich Moore – RBC Capital Markets

So for year-end occupancy what do you think?

Tom O'Hern

We have the same thinking we had when we gave guidance which was year-end occupancy around 91%. The bankruptcies that hit us in the first quarter we were well aware of those before we gave guidance. The first quarter is typically the lowest quarter of the year and that is exactly what we saw.

Rich Moore – RBC Capital Markets

Is there any change, you had I think talked about 22 of your Mervyn’s that you had addressed last quarter. Is there any additional Mervyn’s stores out of the 41 that you have made progress on? Obviously you talked about a couple that are for sale but anything else on the Mervyn’s side?

Tony Grossi

We have made some progress. We feel that we have got active deals in 8-10 additional boxes with four very, very close to signing. We hope to announce those shortly.

Rich Moore – RBC Capital Markets

The tenants that are showing interest, you had talked about how tough it is for these guys. Who is really on the front end for you in opening new stores?

Arthur Coppola

Are you talking about specialty tenants?

Rich Moore – RBC Capital Markets

Yes. Exactly.

Tony Grossi

Price is definitely a theme in terms of who we are talking to. The H&M, Forever 21, Aeropostale, Zoo…we are still doing deals with Apple, Love Culture. Theme is fashion at price.

Rich Moore – RBC Capital Markets

ICSC, how is that looking for you in terms of what your expectations are with the meeting schedules, etc.?

Tony Grossi

We went into this conference with reduced expectations and a lot of reduced number of people attending. Much to our surprise our meeting schedules are full. We are jam packed.

Operator

The next question comes from Alexander Goldfarb – Sandler O’Neill.

Alexander Goldfarb – Sandler O’Neill

I just want to first go back to leverage. As you put up the capital plan which has been very helpful how do you think what is the driver for how you calculate your leverage in terms of the different pieces and how they all came together?

Tom O'Hern

I think if you look at the structure we have used for years it is primarily long-term, fixed rate property specific debt. That is still the bulk of what our balance sheet is. Based on our financing activity we are very comfortable with the leverage levels we put on each individual asset when we finance it. So really the area of focus for us is the unsecured debt. The two primary areas, the term note of $446 million and the converts which at quarter end I believe were $635 million. Those are the two pieces of the capital structure that we can see being eliminated completely so that is over $1 billion worth of leverage that we plan to take care of over the next two years.

Additionally, we would like to see the line of credit which is also unsecured reduced. So that is really where we are focused. We are going to continue to go out and do property level debt at leverage levels of 50-55% loan to value. We are very comfortable with that. Over a ten year term by the time that loan is due for refinancing that leverage level that started out at 50-55% as we have gone down the line has dropped to something in the 30’s.

Alexander Goldfarb – Sandler O’Neill

But as an all in corporate do you use like fixed charge? Do you use debt to EBITDA? Do you use market cap?

Tom O'Hern

We have our own internal calculations and the calculation we use with our bankers which shows us comfortably at about 59-60% LTV but that is a defined calculation. There are a number of factors, but we will be quite comfortable after we reduce the debt by the amounts we have indicated.

Alexander Goldfarb – Sandler O’Neill

Just switching to the JV sales, I think you mentioned about $500-800 million in equity. Can we think about this being sort of like 50/50 ventures and that these assets are unencumbered so if we are modeling this we could think about twice that value as the gross value and then sort of back into what the company would look like after?

Arthur Coppola

Yes. The $125 million of non-core assets that are being sold that are in those numbers those are currently unencumbered so take those off to the side. That would leave you with say $375-600 million let’s say of additional capital potentially to be raised by joint ventures and for assumption purposes assume that is for 50% of the equity in a group of assets that are currently 50% levered. So if you are doing $500 million of joint ventures then that really represents $2 billion of properties subject to $1 billion of debt so $500 million of debt would be attributable to the joint venture partner if you want to look at the calculation.

Alexander Goldfarb – Sandler O’Neill

Switching to the equity issuance, in your proxy for this year you are seeking authorization to increase the shares that are potentially issuable. If you do the math that is available on the current line it comes out to about $1 billion of equity and you had mentioned maybe doing only about $500 million. Is the thought just to have additional cushion if you want to issue more equity if the sales don’t come through? I just wanted to get your thought on that.

Tom O'Hern

The request in the proxy has got nothing to do with what plans we may have. It is just from time to time at the attorney’s advice we go back and reload the shares available. They have to handle technical things like the excess share provision and things like that. It really has nothing to do with the capital plan.

Alexander Goldfarb – Sandler O’Neill

Up front you mentioned some debt yields that are in the market and then I didn’t hear what you said your current debt yields are and what your current unencumbered NOI is.

Tom O'Hern

We didn’t mention that. We went through some of the maturities that are coming up and we took a look at 2009 and what we have underwritten there for financing is at 14% unless we have a deal that is specifically in the works. The maturities of 2010 and proceeds we have shown in the supplement those are also based on some very conservative debt yields of between 12-14% depending on the asset. In 2011 we took a look at the $950 million worth of maturities and we looked at the in place NOI today, cash NOI, and that yielded 14.8% debt yield.

Alexander Goldfarb – Sandler O’Neill

Have you disclosed your unencumbered NOI?

Tom O'Hern

No we haven’t.

Operator

The next question comes from Jay Habermann – Goldman Sachs.

Jay Habermann – Goldman Sachs

Going back to the equity and the asset sales. Obviously you have given your guidance, $1.8 billion of de-leveraging and about $1.3 billion of that being equity and some of it with the dividend over a multi-year basis. It sounds like you would be willing to up the sales portion perhaps to as much as $750? Would you expect there to be perhaps an increase even beyond that just given the pricing that you mentioned? That sounds favorable? 7-8% which is in line with expectations.

Arthur Coppola

I think what I said was that we previously announced we would raise $500 million of equity from asset sales and/or joint ventures and I could see that number going up by roughly $250 million or so over the next 18 months or so. The primary driver of that would be doing some additional joint ventures over and above what was in our guidance number or really our forecasted number back in our February conference call. That is just the level of interest in terms of doing joint ventures with us is even stronger than we had anticipated and is getting stronger by the day. We have more than one group looking at each of the opportunities that we have exposed to the market.

The assets we have exposed are great assets. They are some of our best assets. We are giving people an opportunity to get entry into great assets with a great sponsor like us and they are very, very interested. I can clearly see that as being something that we expand. Yet it is also important while I said it is tough to do these deals because it is always tougher to do a joint venture where somebody is coming into your historical basis as opposed to buying a new asset together it is always tough to pick between competing proposals when you have more than one player looking at an asset. It is also something that as we look at it we want to make the right decision in terms of bringing in the right partner on any one or two assets because we really see this as either a continuation of an existing partnership relationship or the beginning of a new partnership relationship that is going to expand and evolve into other opportunities as the years go on. So it is a very careful and thoughtful decision that has to be made. Clearly the level of interest is much stronger than what we had even anticipated.

Jay Habermann – Goldman Sachs

I guess I was asking a bit in the context if we are going to start seeing a little bit better GDP growth in the second half of the year and into 2010? Does that sort of change your decision one way or the other in the stock versus the asset sales? Perhaps as credit markets continue to firm up will there be more?

Arthur Coppola

No it does not.

Jay Habermann – Goldman Sachs

I know in the past you have given the sales trends. Any thoughts or any updates in terms of Phoenix and Southern California or the other regions?

Tony Grossi

The sales trends, we have the east and southern California performing a little better. They are minus 3-4%. Northern California and Pacific Northwest minus 8% or so. We are flat in central and Arizona is off 16%.

Jay Habermann – Goldman Sachs

In terms of the assets that are being considered as part of the pool for sale are these assets that you mentioned in the different buckets as sort of the top 20 pool? Are they the sort of highest productivity centers? I know you mentioned a mix but will it include some of those top 20 assets?

Arthur Coppola

The joint ventures are clearly on our top 20 assets. Yes. The outright sales are just non-core assets and that is what is in that pool right now. Although, like I said, one of our malls that we are currently talking to people about the possibility of a joint venture could evolve into an outright sale if the terms are attractive.

Jay Habermann – Goldman Sachs

The G&A savings, can you compute that on an annualized basis in terms of what you will be saving in terms of those difficult decisions you had to make?

Tom O'Hern

It is approximately $11 million on an annual basis of G&A.

Jay Habermann – Goldman Sachs

Second half of the year leasing spreads? Did we hear any comments there in terms of are you expecting those to come in from 21%?

Tom O'Hern

When we gave guidance it was 18-20% and the first quarter was a fairly small sample size but the first quarter came in line with what our guidance had been. We are still comfortable with that guidance.

Operator

The next question comes from Michael Mueller -JP Morgan.

Michael Mueller -JP Morgan

A quick follow-up on the question on G&A savings of $11 million. How much of that is capitalized versus expensed and can you throw out what a rough range for G&A for the full year would be?

Tom O'Hern

I missed the first part of that. The second part in terms of G&A it was fairly close to what we saw in the fourth quarter so I think you can use this quarter for the run rate. Then the other question about capitalizing the…

Michael Mueller -JP Morgan

How much of the $11 million in savings was expensed versus capitalized of we are thinking about it that way?

Tom O'Hern

The severance cost was $5.5 million and by definition severance costs have to be expensed. None of that is capitalized.

Michael Mueller -JP Morgan

I guess what I was looking for was if you have $11 million of overhead savings was all of that being expensed on the P&L or was some of it development overhead that was capitalized?

Tom O'Hern

It was probably 25% of it was overhead.

Michael Mueller -JP Morgan

I think I know the answer to this, but the capital plan for the $800 million of cash flow coming from the dividend stock dividend, should we be operating under the assumption that going forward beyond 2009 the stock dividend stays in place? It is not just going to be a 2009 event in your mind?

Arthur Coppola

When I laid that out the assumption was that the dividend cut and stock dividend if it were to remain in place through the maturity of the convertible debenture for example which is roughly three years then you would be looking at $800 million of cash that would be released from that resource over the next three years. Yes.

Operator

The next question comes from Quentin Velleley with Michael Bilerman – Citigroup.

Quentin Velleley with Michael Bilerman – Citigroup

I just want to come back to make sure I fully understand on the joint venture side so $500 million of equity, $125 million is non-core, unleveraged which sort of leaves you with $375 million of equity to take out of what would be the joint ventures. I think you said the potential of equity out of the joint venture source could be in excess of $250-350 million over that. So call it about $625-725 million of potential equity in doing joint ventures. Is that correct?

Arthur Coppola

Yes that is right.

Quentin Velleley with Michael Bilerman – Citigroup

Now if you just do the math 50% joint ventures and 50% leverage you are talking somewhere in the magnitude of $2.5-3 billion of assets over your existing base of $7 billion. That just doesn’t yield right from the amount of assets you are selling. So it leads me to believe that you are selling unencumbered assets because I don’t think you are sitting here trying to sell almost 40-45% of your assets.

Arthur Coppola

I can tell you the numbers are right. Again, while the expectation we put out there with it roughly $350 or so equity that would be raised from joint ventures, which that if it is 50% interest in a property and if the property is 50% levered that would imply $1.4-1.5 billion of total assets being exposed to the opportunity of a joint venture. If you double that number yes you are looking at $2.5-3 billion of assets. The reason the numbers are right is we are looking at our very best assets that we are exposing to joint venture partners. Assets like Queens and other assets I am not going to mention right now but assets that are some of our very best assets that are throwing off extraordinary amounts of EBITDA compared to the balance of the portfolio.

Quentin Velleley with Michael Bilerman – Citigroup

Where does that leave you if you were to go forward with call it $2.5-3 billion of again gross assets moving to the joint ventures the company would almost be call it a $3 billion asset unconsolidated and then you would be managing call it $8 billion of assets in joint ventures. A much different mix relative to today where you certainly have higher proportion in the consolidated base.

Arthur Coppola

We clearly have more joint ventures. But to get to the numbers that I talked about we are only talking about exposing maybe 3-6 properties to new joint ventures. So if you want to look at the 75 properties that we own today that is what you are looking at in terms of numbers of properties that would be exposed to new joint ventures compared to what is in joint ventures today.

Quentin Velleley with Michael Bilerman – Citigroup

That effectively gets you up to that $2.5 billion sort of $1.25 billion step?

Arthur Coppola

Yes it could. Absolutely.

Quentin Velleley with Michael Bilerman – Citigroup

There was an earlier question by Craig Schmidt in terms of the institutional partners buying the stock versus buying assets. I guess given the magnitude of assets has there been any discussion at all on just buying the whole company? Given that it is such a substantial amount of the assets you are selling has there been any sort of discussion on that front?

Arthur Coppola

No.

Quentin Velleley with Michael Bilerman – Citigroup

Tom, in terms of the guidance change there are certain companies that are doing a stock dividend on a retroactive basis rather than just going forward. How have you treated the stock dividend in your guidance?

Tom O'Hern

We modified the guidance specifically for the stock dividend. So the assumption in terms of guidance is from the dividend we just announced plus the remainder of the year there will be a stock dividend roughly the same proportion of what we announced last week.

Quentin Velleley with Michael Bilerman – Citigroup

I know there is no clarity yet from the big four but some companies have gone back and retroactively changed the entire year as if the stock had been issued the entire year rather than issued on sort of a weighted average basis during the year. I’m just trying to get clarity.

Tom O'Hern

We haven’t done that in our guidance.

Quentin Velleley with Michael Bilerman – Citigroup

What have you modeled in? It is effectively only two quarters right? It is the June dividend?

Tom O'Hern

No three quarters.

Quentin Velleley with Michael Bilerman – Citigroup

So it would be full for the second quarter, third quarter and fourth quarter?

Tom O'Hern

Right.

Quentin Velleley with Michael Bilerman – Citigroup

Effectively you have issued it at the current price in terms of the number of shares of about 2.5 to 3 million a quarter?

Tom O'Hern

I believe we used a price of approximately 16.

Quentin Velleley with Michael Bilerman – Citigroup

Has there been any other changes in guidance at all?

Tom O'Hern

No.

Operator

That does conclude the question-and-answer session. At this time I would like to turn the call over to Mr. Coppola for any closing remarks.

Arthur Coppola

Thank you very much for joining us. We look forward to reporting to you on the progress that we will be making over the course of this year. Thanks again.

Operator

That does conclude today’s conference. You may now disconnect.

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