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CBL & Associates Properties, Inc. (NYSE:CBL)

Q4 2009 Earnings Call Transcript

February 4, 2010 11:00 am ET

Executives

Stephen Lebovitz - President & Chief Executive Officer

John Foy - Chief Financial Officer

Katie Reinsmidt - Vice President of Corporate Communications and Investor Relations

Analysts

Jay Habermann - Goldman Sachs

Carol Kemple - Hilliard Lyons

Quentin Velleley - Citigroup

Paul Morgan - Morgan Stanley

David Wigginton - Macquarie

Christy McElroy - UBS

Ross Nussbaum - UBS

Michael Mueller - JP Morgan

Ben Yang - Keefe, Bruyette & Woods

Rich Moore - RBC Capital Markets

Operator

Welcome to the CBL & Associates Properties Inc. fourth quarter earnings 2009 conference call. During the presentation all participants will be in the listen-only mode afterwards we will conduct the question-and-answer session. (Operator Instructions) As a reminder the conference is being recorded today Thursday February 4, 2010.

I would now like to turn the conference over to Stephen Lebovitz President and Chief Executive Officer; please go ahead sir.

Stephen Lebovitz

Thank you and good morning, we appreciate your participation in the CBL Associates Properties Inc. conference call to discuss fourth quarter and year end results. Joining me today is John Foy CBL’s Chief Financial Officer; and Katie Reinsmidt Vice President of Corporate Communications and Investor Relations who will begin by reading our Safe Harbor Disclosure.

Katie Reinsmidt

This conference call contains forward-looking statements within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated.

Future events and actual results, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. We direct you to the company’s various filings with the Securities and Exchange Commission, including without limitation the company’s Annual Report on Form 10-K and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included therein for a discussion of such risks and uncertainties.

During our discussion today, references made to per share amounts are based upon a fully diluted converted share basis. A transcript of today’s comments, the earnings release and additional supplemental schedules will be furnished to the SEC on Form 8-K and will be available on our website. This call will also be available for replay on the Internet through a link on our website at www.cblproperties.com.

This conference call is the property of CBL & Associates Properties, Inc. Any redistribution, retransmission, or rebroadcast of this call without the expressed written consent of CBL is strictly prohibited. During this conference call, the company may discuss non-GAAP financial measures as defined by SEC Regulation G. A description of each non-GAAP measure and a reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure will be included in the earnings release that is furnished on Form 8-K.

Stephen Lebovitz

Thank you, Katie. In spite of the difficult environment of 2009 CBL successfully met the challenges it faced we made significant improvements to our balance sheet and liquidity position as well as our operational performance. The balance sheet was enhanced through raising of $400 of new common equity the completion of more than $1.6 billion in financing and an estimated annual cash savings of $160 million from dividend adjustments.

Operationally we reduced operating expense by more than $40 million to our cost containment and reduction program while at the same time making gains and occupancy throughout the year leasing over 5 million square feet. The effort to the entire CBL team and the resiliency of our portfolio resulted in a same center LOI decline of only 1.3%.

Now I would like to review the quarter’s operational results in more detail. For the full year we signed approximately 4.7 million square feet of leases in our operating portfolio including 1.6 million square feet at new leases and 3.1 million square feet of renewals. We also completed 376,000 square feet of development leasing.

As our earnings release indicated the experienced pressure on when spreads to the four quarter, but for 2009, on a same space basis we do not wait to a signed and adverse decrease of 12.2% from the prior gross rent per square foot. We continued our efforts to diminish the long term impact of these negatives spreads by limiting the lease terms on certain leases.

Approximately 75% of our renewals were for return of three years or less, as a retail environment improves we eagerly place these retails with more productive uses or we sign at market webs. We are maintaining normal lease terms for the better deals in the fourth quarter renewal leases that were signed per terms of five years or longer average to double digit increase in the initial lease rate.

Spreads was significantly impacted by a number of portfolio deals completed in the fourth quarter within certain categories. These categories included books, cards; sit down restaurant and home goods and gifts. Together these comprise approximately 500 basis points of the decline and average rent spreads in the fourth quarter.

We are also making significant progress in the releasing of the junior boxes of the roughly 50 locations that vacated as a result for the 2008 bankruptcies and store closures; we have executed leases or LOIs totally more than 1 million square feet or approximately 45% of the available square footage.

The majority of these stores open throughout 2010, which should positively impact occupancy in our community and associated center portfolio. We will please that stabilize mall occupancy results for slightly better than expected with a decline of only a 130 basis points to 91.6% compared with the prior year.

Sequentially stabilize mall occupancy was up 130 basis points. Total portfolio occupancy increased to 120 basis points sequentially to 90.4% and declined 190 basis points from the prior year. We have made significant improvements throughout the year and occupancy levels including the smaller shop leasing and box locations.

Sale declines moderated over the course of a holiday season with December showing the smallest decline. For the 12 months ended December 31, 2009, sales were importing tenants 10000 square feet or less in stabilize malls declined 5.4% to $313 per square foot.

As retailers reformulated that business plans in 2009 to focus on controlling inventory levels and reducing cost, they reported improving margins and better profit ability despite the negative sales comps today many of these retailers are better able to spoke at current occupancy cost which goes well for the easing of the rent pressure, as we progressed through 2010.

To date in 2010 there has been no major bankruptcy filings to the impact of portfolio. We are hopeful as retailers better fit on better margins and cash flow bankruptcy and store closure activity will be limited.

During the fourth quarter the only bankruptcy we experience worth noting is the walking company we have seven locations totaling approximately 10,000 square feet in annual gross rent of approximately $500,000, one store has closed. We have one grand up development that is under construction that the Pavilion at Port Orange is our open near development project located near Daytona Beach Florida.

The 415,000 square foot project will open in March with leased committed rate of more than 92% the project is already gotten off to a great start with Hollywood theater opening in December to a very strong reception. Additional anchors include Belk, HomeGoods, Marshall, Michele, Petco and Alta. Going forward we will primarily focus our development efforts and opportunities within our existing portfolio it continues to be significant value available through enhancing our existing shopping centers.

I will now turn it over to John for the financial review.

John Foy

Thank you, Stephen. Before we begin the discussion of quarterly financial results, I would first like to congratulate Stephen on his promotion to CEO. I would also like to make note of our three new Execute Vice President, Gus Stephas, Farzana Mitchell and Michael Lebovitz we are confident in their new roles they will continue to make many valuable contributions to CBL.

After completing more than $1.6 billion in financing activities in 2009 we are ready to begin 2010 with refinancing of loan secured by St. Clair Square mall outside the St. Louise and Fairview Heights Illinois. The loan was placed with a new lender and achieved excess proceeds of approximately $14 million after the pay off of the existing $58 million mortgage.

The new $72 million non-recourse five year loan bears interest at a floating rate of 400 basis points over LIBOR. At the closing we concurrently entered into a two year LIBOR cap with a strike rate of 3%. In December we repaid the $52 million CMBS loan secured by EastGate Mall in Cincinnati Ohio. The property was placed in the collateral approval securing the $560 million credit facility we also repaid two smaller revolving credits facilities in November a $17.2 million facility and a $20 million facility.

The properties securing these facilities were also placed in the collateral approval for the $560 million facility. For 2010 we have approximately $457.4 million of remaining mortgage loans maturing including $181.5 million of CMBS loans we will continue to execute our plan of using available borrowing capacity to repay selected loans at maturity and use the properties as collateral to secure our $560 million credit facility.

As of December 31, 2009 we had more than $430 millions in availability on our lines of credit. Our financial covenants remain sound with the debt to GAV ratio at December 31, 2009 of 55% and an interest coverage ratio of 2.34 times. Improving the balance sheet is a priority for us in 2010, while we naturally reduce leverage through normal amortization of principle we are also focusing our efforts to attract new equity sources such as joint ventures.

While we are never satisfied with negative growth we were pleased that our portfolio continued to demonstrate resilience in the fourth quarter. Total same center NOI excluding lease termination fees declined 1.5% for the quarter at 1.3% for the 12 month as compared with the prior year periods. We made significant headways through 2009 in reducing expenses and controlling costs. These improvements mitigated much of the top line loss with significant reductions and property operating expenses, including bad debt.

Major drivers of the decline in NOI included a year-over-year decline in occupancy lower percentage rents and continued rent pressures as well as lower specialty leasing and sponsorship income. In the fourth quarter 2009 we achieve FFO excluding the impairment of real estate of $118 million versus $93 million in the prior year quarter.

On a per share basis FFO was $0.62 in the fourth quarter 2009 prior to the non-cash impairment of real estate compared with FFO of $0.80 per share for the first quarter 2008. FFO excluding the impairment of real estate and the current quarter was diluted by $0.34 per share as a result of the $66.6 million shares issued in the June offering.

One time items impacting FFO in the prior year quarter included a write-down of marketable securities of $5.7 million and abundant project expense $9.4 million. For 2009 FFO excluding the impairment of real estate was $397 million compared with $376 million in 2008. On per share basis FFO for 2009 was $2.52 prior to the non-cash impairment of real estate compared with FFO was $3.21 per share in the prior year.

FFO excluding the impairment of real estate for the current year was diluted by $0.75 per share as a result of the June equity offering. 2009 also included an $8.8 million impairment of investments in foreign affiliates. You may recall that this charge was primarily related to the write-down of our investment in China that we recorded in the first quarter 2009.

FFO in the prior year period benefited from $8 million of fee income received from affiliates of central offset by $17.2 million of marketable securities write-down at abundant project expense of $12.4 million. While the overwhelming majority of our portfolio continues to demonstrate strength and resilience during the quarter’s normal review, we determine that it was appropriate to write-down the book value of three operating centers to the estimated fair value.

The NOI from these three properties, Hickory Hollow Mall in Nashville, Tennessee Pemberton Square in Vicksburg, Mississippi and Towne Mall in Franklin, Ohio represent less than 60 basis points of the total 2009 NOI. The resulting $115 million impairment of real estate is a non-cash item and will not impact liquidity financial governance or coverage ratios. Hickory Hollow Mall has been experiencing declining NOI for the past few years as a result of new competition and a fundamental shift in the markets immediately surrounding the center.

This decline was furthered by the difficult economic conditions our leasing team as been working hard to replace vacancies and explorer non-retail uses for the center. However we felt that it was prudent to take the write down at this time. This mall is covered by $33.4 million re-clears loan the loan matures in 2018 and is self liquidating. The company will continue to service the loan.

Pemberton Square and Towne Mall have also experienced declining property specific market conditions. We continue to explorer redevelopment plans that seek to maximize each property’s cash flow. However due to the uncertainty of the timing of these projects we determine that a write-down was appropriate.

Pemberton Square and Towne Mall are currently unencumbered. These write-downs represent a very small fraction of our properties and are not indicative of the strength of the reminder of the portfolio. Other major variances in the quarter and full year results included bad debt expenses in the fourth quarter and 12 month 2009 of approximately $393,000 and $5 million compared with $3.8 million and $9.4 million respectively for the prior year periods.

Our cost recovery ratio for the fourth quarters was 106% compared with 94% in the prior year period. For the full year, our cost recovery ratio was 102% compared with 96% in the prior year. While tenant reimbursement have decline from prior year levels due to lower occupancies the cost recoveries ratios for 2009 was positively impacted by the expense reductions and approximately $4.4 million of lower bad debt expense.

Variable rate debt was 21.1% of the total market capitalization as of the end of December 2009 was just 21.2% as of the end of the prior year period. As of December 31, variable rate debt represented 28.4% of CBLs share of consolidated and unconsolidated debt compared with 24.6% at the close of the prior year.

Variable rate debt increased from the third quarter as a result of the December 30 expiration of two interest rate swaps totaling $400 million. We are initiating 2010 FFO per share guidance in the range of the $82 to $90. Major’s assumptions in our guidance include out partial sales of $3 million to $6 million and same center NOI growth of the negative 1.5% to 3.5%.

We anticipate improving retail and economic conditions throughout 2010 and our projecting herein occupancy to pick up roughly 100 basis points from the prior year end of 2009. However, our projections for moderately negative internal growth reflect our expectations at operational results with lag improvements in the overall economy.

2010 will be challenged by the cumulative effect of the roll down and grand’s we experienced throughout 2009. We will mitigate somewhat through the junior box replacements taking occupancy as well as the improvements in our specialty leasing and branding programs. The top line should also benefit from contributions from the new developments.

Even the challenges that the industry faced in 2009, we believe our operating performance was sound and demonstrated the value of our market dominant strategy. We are please to have made significant progress on the leasing front, improving occupancies throughout the year. As we move forward in 2010, we remained focused on top line improvements as well as continuing to watch expenses. We were seen a number of positive signs both in the capital markets and in the retail world which boards well for our performance going forward.

Thank you for joining us today, and now we will be happy to answer any questions you might have.

Question-and-Answer Session

Operator

(Operator instructions) Your next question comes from Jay Habermann - Goldman Sachs.

Jay Habermann - Goldman Sachs

Just certainly in payments I guess yes, could you give us a little more detail I guess on the methodology that was used on determining fair value, I mean was it a property level DCF that was done and was it more of a dead coverage issue and then, I do not think this follow up and the decision to go ahead with as it we developments, what is the turn opportunity there, how did you kind of weigh redeveloping versus just handing the assets back to the bank?

Stephen Lebovitz

Yes, with regard to your questions, the first part is, what we did is we follow up a GAAP procedures with regard to that using this kind of cash flows and then using cap rates and we determined that over the period of time and a reasonable basis that there was probably insufficient appreciation or cash flows to cover that during that period of time. So that prompted us to take the appropriate action of taking this impairment.

We have not given up on any of these properties and as pointed out my comments, we think that there is still some life in those properties especially in Pittsburgh in town, it’s just a matter of basically seeing the interest and also what help and assistance we can get from the municipalities on those properties.

As to the Hickory Hollow project, it’s a much larger project and we’ve been focused over the last six months to a year focus on more non-retail uses and we have some specific ideas and opportunities in mind do not had a level at a level at this point in time to basically announce those oils have that type of impact, but I think what we did, we were very opportunistic, not opportunistic, but basically conservative in following the GAAP procedures in taking these impairments.

Jay Habermann - Goldman Sachs

Just going back to, how you view the balance sheet today? Clearly, the extension on the two lines and working through the mortgage that your balance sheet is much better position today, as we think about the next year to be share, but if you think about the capital sources I guess would bidding equity be most of consideration today just given the value in your stock price since August, September of last year, or you still sort of fairly comfortable with this discussing opportunities on the joint venture side.

Stephen Lebovitz

If we think, that what we have done and the fact that vast majority of our dead is non-recourse basically puts us in a good position to basically make certain that the joint ventures that we go and do are the appropriate ones for the company. We continued to pursue those joint ventures with the idea that a joint venture should not only be in existing properties, but also provide us with the source of capital to do acquisitions with our joint venture partners going forward.

At the present time, we do not see that there is any need to consider additional equity if there is other opportunities that we see to do that and we are committed and moving forward with regard to delevering the company.

Jay Habermann - Goldman Sachs

Lastly quick one, can you give us some detail on the dividend? Where you stand today versus the minimum that you need to paying out and also where you expect to be by year end based on kind guidance?

John Foy

Yes, what I think consistent with what we’ve set all along is that we continued to do our tax projections and it continues to be the 10 of the company to pay out its taxable income and that we do on a quarterly basis with the board and we continue to look at that. We think that their savings from the standpoint of what we’ve seen in the past and that’s what we’ll continue to do.

Operator

Your next question comes from Carol Kemple - Hilliard Lyons.

Carol Kemple - Hilliard Lyons

On the term properties that you wrote down, when you all are going through that analysis, were there any other properties that hangs close that you could see impairment charges in the next year, or did those properties really stand out a lot more compared to the others?

John Foy

No, the analysis those properties were basically we looked at those and looked at the whole portfolio which we do on a quarterly basis and that’s how we do it and there was no we didn’t see any other properties that created a situation that could present a problem for us in the near term or the distant term as well.

Carol Kemple - Hilliard Lyons

As you look at doing a JV are you any closer to having a partner announcing anything than yours on the third quarter conference call?

Stephen Lebovitz

Well I think we continue to get closer and we are having discussions with two or three and we’re still positioned well that we don’t need to do it. So we’re not going to get forced into position where it’s not the type of joint venture partner that we think we can grow with.

Operator

Your next question comes from Quentin Velleley - Citigroup.

Quentin Velleley - Citigroup

Just in terms of the expense recovery rate 106% in the fourth quarter, which was higher than what we were expecting was that a function mostly of lower bad debt expense or was it some other expense savings you had come through there?

John Foy

Stephen it was both that the bad debt expense was definitely a bigger contributor than we had expected earlier in the year.

Quentin Velleley - Citigroup

As we look towards 2010 in your guidance number, what kind of expense recovery rate are you assuming in garden?

John Foy

We’re figuring it will be about 100% one other factor is in LA we had some pretty significant severance amounts that weren’t the case this year as well so that was the factor.

Quentin Velleley - Citigroup

Just the last question as we look through Hickory Hollow and then across the portfolio, obviously on that asset the debt service coverage ratio was less than one, are there any other assets across the portfolio where the debt service coverage ratio is close to one or below one that you have some concern with?

Stephen Lebovitz

I think we look at that and we focus on like those debt service coverage ratios and taken the necessary adjustments or measures to cover those situations. So now we feel very good with what we’ve done and we continue to do that on a quarterly basis and we want to be very vigilant with regard to this type of situation.

Operator

Your next question comes from Paul Morgan - Morgan Stanley.

Paul Morgan - Morgan Stanley

Your operating expenses continued to be held down pretty impossibly and I’m just wondering as you looked into 2010, a couple of things I mean, can you sustain the declines or as we anniversary them are we going to expect some leveling out and also kind of we’re really aware of that driver is an and how should we think about the kind of differed maintenance that might be potentially piling up as your claimant to save on extensive.

John Foy

Sure, well a couple of things just to answer the last one on the differed maintenance we haven’t let that pile up, we stayed on top of that where we did cutback was the renovations and we didn’t do any renovations last year, but we had done roughly 75% of portfolio renovations in the past seven or eight years. So we didn’t feel the need to do that, so we’ve made sure to keep up on the differed maintenance, because that’s basic operations and that’s not something that we felt like we could let suffer at all.

As far as the expenses we definitely feel like we can hold we achieved and when you are put under pressure it’s amazing, which you can achieve and also our people were really creative in coming up with lot of great ideas and we challenged them and they resided and the things that they came up with and that we have in place now are areas that want onetime. We feel like we can continue with those levels.

It will definitely be harder to have the same kind of reductions, but we still have new ideas we’re looking on. We’re looking really hard at utilities and there are a lot of ideas that we’re just getting a grasp on that we feel like we can make further progress. Water consumption is an area that we’re applying some of the same lessons we’ve learned on utilities.

Looking at our energy management systems and upgrading them, which will result in dramatic reductions in cost and then just operating the properties as efficiently as possible and we have ideas that we’re still putting in place. So we don’t feel like we’re done, but it is going to be hard to achieve the level of reductions that we have last year.

Paul Morgan - Morgan Stanley

On the leasing side, for the 75% of the leases that are being done on a short term basis, what percentage of those are percentage rent deals, or fixed over a short time period?

Stephen Lebovitz

We don’t separate that out, but for the most part they’re fixed. We’ve just done shorter terms, so we’re not locked in at the lower rates and we’ll have chances as the sales improve and it was encouraging to see the results today they came out for January and some of the specialty retailers that have really suffered in the past year showed some good results.

I mean Abercrombie being up 8% was really terrific and GAAP and limited and some of their major tenants. The other thing that we do is we are just a breakpoint down to the current sales level. So as sales pick up, then we’ll benefit from percentage rent as well, but in terms of just pure percentage rent deals that’s not a big percentage of the leasing transactions.

Paul Morgan - Morgan Stanley

Last thing on the impairments it was obviously low sales productivity malls, if you look at kind of the other dozen or so malls that are under $250 a foot are there recourse loans on those assets as well?

John Foy

No, basically the vast majority of our portfolio was basically non-recourse and basically sales per square foot are not indicative of what these malls can do and make money for some cash flow forces as well. In today’s world, it’s amazing how the retailers have been able to the likewise see cut expenses, cut their costs and so on. So they can operate and their margins are still holding.

On sales per square foot basis, it’s a matrix that we’ve used in the past, but I’m not so sure that it’s totally indicative of what’s going on today or in the future. We’re comfortable with where we are on the impairment that was taken and the fact of sales per square foot on looking at each of those malls so.

Operator

Your next question comes from David Wigginton - Macquarie.

David Wigginton - Macquarie

Let me just talk a little bit about just the least spread trends that we’ve seen in the last couple of quarters as Steve invited the clients have accelerated, is that trend continuing in the current quarter? Do you expect that to abate at any point time and or they can kind of remain at current levels, or maybe than little lower than less than?

Stephen Lebovitz

Yes, well it’s really to our just say to this quarter, but we do expect it to a date as we go in to this year. One other things that drove the lease spreads last year was we did a number of portfolio deals where we looked out at renewals going through ‘11 and you would work with the retailers and locations where they needed help we would give them help, which was reflected in the leased spreads, but then we would take other leases and either extend the term or improve to breakpoint or do other things that might not sure in the least spreads, but will help us long terms and also working with them on potential new locations.

So these portfolio deals were definitely a factor in the lease spreads as the year went on and they were a bigger factor in the fourth quarter, because why did them can do completion at that point then they had been at earlier in the year. It’s something that we go in with our eyes open any negotiations with the retailers it was definitely an unprecedented difficulty economy, and we made the priority to be to hold occupancy and to hold income and that reflected with our same center in line numbers.

We feel good about that decision and we think we’re position with the retailers that because of the partnership that we have going forward will be able to achieve better lease spreads with new leases that up and also get our share of the new deals as they started doing them and we’re already seeing that happening, because the way the retailers work, they get pass the crises.

They start focusing on top line growth where already starting to here retailers opening up their expansion programs on a selected basis they’re calling or some saying they want to come and sit down and talk about where they can work with us, and so we feel up better as we are sitting here in early February of 2010, than we did in the last year.

David Wigginton - Macquarie

It is fair to say then this for lot of these deals that may be are time shorter leased terms and will arrange that you are getting from something in return whether it’s a lower break point or some other concession from the retailer?

Stephen Lebovitz

Yes, I mean it’s we try to make it a win-win. I mean there’s lots of different provisions in the lease that we look out, we have a check list of that 20 different items and it might be for them to approve a car location that they hadn’t approve a before or I’m improving the percentage rent and improving the breakpoint there’s just a whole host of different areas that we look at in those are part of a trade offs for the shorter term and the lower renewal.

David Wigginton - Macquarie

Moving on into the next question, you have a fair amount of exposure to jewelers in exiling Sale and Signet? How are they holding up on your portfolio of an indemnity indication at this point of maybe how many stores they demand to close your portfolio?

Stephen Lebovitz

Yes, saying that actually had a really good year. They’re strong and I don’t remember at the top of my head, but I know they’re comp store sales were in the U.S. is factually were almost breakeven as we had it to the end of the year and they started turning it around really back in March, April.

So, they had good results. We have a 117 stores with them, their struggles have been documented we’ve got a 135 stores with him so no question there. They’re an important tent to us and dollars are factored in the lease spreads. We work with them on the renewals for our last year, and had to just down the ramps on in a number of locations because their sales had decreased so much.

We feel like we’re trying to work more with local jewelers, because that’s an important component of the tenant mix. Also there’s been so much attrition in jewelry that if they all can get there together and they have a new management team and we talk to them and we feel good about up and being a survivor then they should be able to grab more market share, because we lost a whole host of jewelers in the cycle held for three months and the others that don’t come to mind immediately, but there’s a good half dozen during our portfolio a year and half ago that on in there today.

David Wigginton - Macquarie

Do you anticipate any sort of negotiation to down with sales at this point or had news like you’ve touched all the maybe pressure points within that exposure?

Stephen Lebovitz

We actually risk on the renewals, we did 35 locations through January 2011 with them last year, so like I said, there was a factor in our least spreads and leave wanted to be proactive and take care of that mouth.

David Wigginton - Macquarie

I guess that what all I’m trying to get with their represent, I guess the weaker stores that they have in your portfolio or do you anticipate more negotiations with them going forward? Tell how this equal?

Stephen Lebovitz

It’s about a third of their stores with us. So those were the ones that were up over the next couple of years. We did not want to get into going out further than that I mean, their sales were down, but there were a couple of stores where we negotiated buyouts with them that were the weakest stores. So those we did let them buyout off and we’re working on replacing them and it was like I said a couple of locations and those were the weakest beyond those the others they wanted to keep in the sales of good.

David Wigginton - Macquarie

One final question with respect to the guidance, seems pretty achievable given the number that you’ve laid out and you’re seeing standalone growth is similar to last years, which he actually ended a beating and recognize you mentioned that you’re taking into account these roll downs and these are that you signed last year, but I means is it possible that your 2010 guidance is overly conservative?

Stephen Lebovitz

I think it depends upon when the recovery hits and, we’ve given ourselves some room in that guidance and we helped at the results for 2010 will be as good as a results or better than they were in 2009, but I think they shifted on where the budget seller and being conservative in the approach to those projects so that’s where we see ourselves today and as we said as a quarters goby we’ll continue to update that.

Operator

Your next question comes from Christy McElroy - UBS.

Christy McElroy - UBS

Just want to make sure that I’m clear. On the 75% of leasing signed with less than three year term, did that included the renewals and the portfolio deals? So this is on total leasing, not just new leasing.

Stephen Lebovitz

That was the renewals. The renewals in the fourth quarter, and its three years or less that were approximately 75%.

John Foy

The new leasing is a lot more in a seven to ten year timeframe. So the terms are longer on those.

Christy McElroy - UBS

So where some of these retailers threatening to move out and the strategy there’s that you’re sort of undercutting the market to keep them in this space or I mean is this a reflection of market rents? Are you betting on an increase in market rents to capture upside down the road with those same retailers or is the intention to replace them? I’m just trying to get a sense for, is this representative of market?

Stephen Lebovitz

Yes, it is really the function of the economy and not the market and if we loose a store versus retaining it then we got downtime, sometimes we have additional investment to refit the space. So even though we don’t like the fact that we have negative lease spreads. When you look at most of these situations, we’re lot better off working to retain the tenant, just given the circumstances and it’s a reflection of the economy and the new leasing even though the lease spreads are still negative. It’s a lot less negative. It was negative 6%.

So that’s not a great number, but it’s significantly better than renewals and the market rents have held our average rents have held and so we feel like as the economy improves that will be able to get back to where we are or even better with the retailers and they were just in this typical position given the crisis that they were under last year and the leverage in the negotiations was more in their favor.

Going forward, there’s really virtually no new development happening and with all the improvements we’ve made to the malls with the boxes, and the restaurants, and theaters, and our continued efforts to do that, the malls are positioned to grab market share and that will be reflected in the economics of the negotiations as we go forward and will the landlord will be in a better position, but ‘09 that just wasn’t the case.

Christy McElroy - UBS

So is your hope of retain these retailers and bet that market rents improve in the next three years? Is it your intention to replace them?

Stephen Lebovitz

I think it depends on who we’re talking about, but for the most part we want to retain them. Most of these retailers are strong companies that we think have a good future and really it’s a function of sales. Sales need to start increasing and that was also the retailers control that with the way they cutback inventories last year and we’re not seeing that for ‘10.

Most of the retailers are planning for slightly better inventory levels. So we should see that reflecting their sales, hopefully with the results of the Christmas, when the discounting as ramp it then the pricing will move more in their favor. Their margins were certainly stronger than anyone predicted, so we’re expecting to see better top line results and that will result in better rents for us.

Christy McElroy - UBS

Then what was your taxable income in 2009 for the purposes of calculating your minimum dividend payout and where you anticipating the impairment charges that you took in Q4, when you were setting your anticipated dividends in the back half of the year?

John Foy

The dividend basically for 2009 was a proxy for what the taxable income was. There was minimal return of capital if any in our numbers, so it was zero.

Christy McElroy - UBS

It was zero and that taxable income, I assume includes the impairment charges that you took?

John Foy

The impairment charges are GAAP treatment and they have nothing to do with tax.

Christy McElroy - UBS

Is it safe to assume that taxable income won’t be materially different in 2010?

John Foy

I think we did those projections and then tried to keep on top of those and look at the depreciation and the other cost, and things. So it will vary from quarter-to-quarter and that’s why we’ll update our guidance from quarter-to-quarter.

Christy McElroy - UBS

Then Ross is on the line with me and I believe he had a question.

Ross Nussbaum - UBS

I have two questions. Stephen, the first is now that you have the CEO title, by the way congratulation. How do you think about on a managerial prospective Boston versus Chattanooga and does anything change with respect to where you are located?

Stephen Lebovitz

Ross, thank you for the congratulations and like I’ve said or like what we announced back in December, I’m spending the vast majority of my time here in Chattanooga, I really workout of Chattanooga. My family lived in Boston. I go back there to be with them for the weekends. I am working in Chattanooga and this is where CBL’s headquarter and this is where I am based.

Ross Nussbaum - UBS

The second question, John, this one is probably for you. I’m looking at page 15 to your supplemental and in particular that the tenant allowances for the three month and the full year, which full year was about $40 million. Can you help me understand that number dividing it out between the TIs that are paid out on new leases and renewals? How does that roughly breakout? Is it almost all new leases?

John Foy

Yes, two things for us that makes to be kept in mind. One is it lags, so you can’t really use that as an indicator, number one. Number two is that the boxes are basically big impact on that as well since you’re redoing a lot of Linens ‘n Things and such as that. So we don’t think that those tenant allowances are any significantly greater than what they had been in the past. So I mean we think that we’re not paying money to keep occupancy. We’re basically working with these tenants to keep the occupancy in these centers. So I think that’s an important thing to remember.

Ross Nussbaum - UBS

I think that’s fair, because I looked at the 2008 number and it was basically identical to what you get in 2009. I think the question from my standpoint is, if the bulk of the leasing is now shorter term than it was historically, if I think about those tenant allowance dollars on a per square foot per year basis, have they got up even if the gross number haven’t changed?

John Foy

No, they have not and those tenants on a short term basis are not getting tenant allowance basically by and large, they’re basically there. They’re doing business and they basically as Stephen pointed out, they had the pricing power on this side of the equation and we think personally by the end of this year then first part of next year price power is going to switch. You can only continue to grow as a retailer by cutting expenses and pressing your vendors and you ultimately got to start growing your top line and therefore as Stevens pointed out, the fact is that there’s not a lot of new development.

We are the dominant properties in those malls that reserve and if they want to keep their distribution network on a nation basis, they’ve got to serve the middle markets as well as the others and if you look at the unemployment numbers the middle markets have not suffered as much as some of the major markets have. So our dominant malls in these market areas and the ability to be the producer sales tax revenue for the Cities and States are really productive for us.

Ross Nussbaum - UBS

So if I had to guesstimate what percentage of the tenant allowance number was big box junior anchor releasing, is it a significant majority?

John Foy

We didn’t pay that much of it last year because a lot of those came online later in the year or coming in this year, so maybe 20%, 25% at the most.

Operator

Your next question comes from Michael Mueller - JP Morgan.

Michael Mueller - JP Morgan

Few things, first of all, I mean can you just tie together the fourth quarter number full year results compared to the guidance you put out back in November and just where the delta was, because it was pretty sizeable? I can’t imagine it was all percentage rents came in better than you expected?

John Foy

Yes, percentage rents did come in a little bid than what we expected and the expenses we were able to do that and in the bad debt was a huge part of that number.

Michael Mueller - JP Morgan

So you basically just budgeted for a lot of bad debts didn’t materialize?

John Foy

Yes, that is it and also the occupancies were up, but more than what we thought as well. So those two bad debts and occupancy really were the biggest driving factors as such.

Michael Mueller - JP Morgan

Stephen, going to your comments when you were talked about leasing spreads and I guess the number this year was down about 12% or so, you said you thought it would get better in ‘10. What does your gut tell you, in terms of how much that improves in 2010? Do you have it in your back in the mid single digits on the downside and when you get to 2011, do you think your closer to breakeven?

Stephen Lebovitz

Mike, I wish I had that crystal ball, but I can’t answer that question. I mean I will say that I think the economy seems to be improving and so we are hopeful that rent spreads will get back to breakeven as quickly as possible to priority, but occupancies are priority too and we made headway on occupancy and like John said, we think we’ll end up this year with another 100 basis points of improvement in occupancy and then continued to fill the big boxes. So at this point still a higher priority than lease spreads.

Michael Mueller - JP Morgan

When you end the year, you talked about ending the year. I think it was 100 basis points up next year. I mean is that first half weighted? I guess when we look at this quarter’s results stabilize more occupancy, I know you noted and picked up 130 basis points and how would you kind of carve that up to the normal mall seasonality, where it goes up in the fourth quarter as opposed to something that’s a little more permanent that will flow through into Q1 and Q2?

Stephen Lebovitz

It’s more in the second half typically, because the retailers want to get open for the holidays. So we see most of the game like we did this year, and third, and fourth quarters in terms of the sequential occupancy.

Michael Mueller - JP Morgan

Last question on Hickory Hollow, I mean was there any consideration to giving the keys back to that asset or was it just not a consideration?

Stephen Lebovitz

Well, it’s a recourse loan and we’re working to see if we can turn that around, but some consideration and discussions we had and we continued to work with the State and the City Metro Nashville, definitely we wants to see this improve. So hopefully there’s recognition on that. So that’s where we are and we haven’t given up on it, but we just recognized the GAAP loss on this asset.

Operator

Your next question comes from Ben Yang - Keefe, Bruyette & Woods.

Ben Yang - Keefe, Bruyette & Woods

Stephen, just really quick, I was wondering if you could provide a few more details underlying the same store NOI guidance. I guess specifically your expectation is that occupancy will be up about 100 basis points. Is that number for malls only or for the total portfolio?

Stephen Lebovitz

Total portfolio.

Ben Yang - Keefe, Bruyette & Woods

Do you have an assumption for just a mall?

Stephen Lebovitz

No, we do not. I mean we have that in our budget, but we do not have that prepared to this call.

Ben Yang - Keefe, Bruyette & Woods

Then in terms of the occupancy increase, is that primarily the junior anchor leasing that you’ve done so far, the 45% number that you referred to earlier, or are there other retailers that really have an appetite for expanding in your portfolio this year?

Stephen Lebovitz

Ben, it’s both. We’ve got a decent amount of new leasing factored in. They will come online next year. The boxes are definitely contributed with the associated in community centers, but we’ve done some deals with coach that all come online this year. We did some deals, which Charming Charlie’s, which their sales results were really strong over the holidays.

So we’ve got another four stores that we’ve done with them and then like I said, some of the retailers now are just calling and saying that they want to get some stores open this year and so we are hopeful. We can definitely accommodate that at this time of the year and that will going to the occupancy gains as well.

Ben Yang - Keefe, Bruyette & Woods

Then going back to the 50 vacant junior boxes that you mentioned, you said you done about 45% of those leases, which means I guess you have about two dozen sites that are still vacant, and I guess they’ve been vacant for over a year at this point. Will co-tenancy be an issue for you guys at these centers, because I assume that a lot of those vacant anchors are located in the associated and community centers, or is that not a concern?

Stephen Lebovitz

We only have one center that’s on co-tenancy and that we’ve got a store under construction, it’s here is Chattanooga. It’s Academy Sports that are open in June and that I will take care of that, but some of them in the malls former Steve and Barry’s, those don’t have an impact and then the others are for the most part in larger centers were co-tenancy is met through other anchors that are in place.

So it’s spread out pretty evenly, we’re working with a lot of different prospects in a couple of cases we’ve done temporary deals for those spaces they’re generating some income while we can find someone on a longer term basis. So there are a lot of different things that we’ve got going onto get those filled up.

Ben Yang - Keefe, Bruyette & Woods

Just finally, it looks like you lost about Ford, four JCPenney’s during the fourth quarter. I guess, last quarter you had about 79, current quarter you showed about 75 in your supplemental, anything unusual going on there?

Stephen Lebovitz

Yes, well first of all our good job digging into the supplemental, but there were four of those that separate spaces that we reclassified that we just had incorrectly previously. So we did loose any JCPenney’s stores and we were just at their offices last week going through the portfolio their business, they came through last year in really good shape they’ve got a lot of cash and we got a great relationship with them they’re great partner and their future is very bright with all the improvements that they made and plus they’ve got a lot of new exciting ideas that are just going to continue to breath new life into their stores.

Ben Yang - Keefe, Bruyette & Woods

Have they committed to opening up any new centers in your mall this year or next year? Or any other departmental stores that have talked to you about may be opening up new spaces this year, beyond the 45% that you referred to earlier?

Stephen Lebovitz

We’re talking about a couple of them, they haven’t committed yet, but we are in talks with them.

Operator

Your final question comes from Rich Moore - RBC Capital Markets.

Rich Moore - RBC Capital Markets

On the short term leases Stephen, are there any options to renew on those or did they just take a straight three year lease with, at the end of the lease I have to leave kind of thing.

Stephen Lebovitz

If we’re doing a short term lease, it defeats the purpose to give an option. So we just do that the short term renewal and then we continue to stay in touch with them and you know if something allows us to do a longer term renewal may be as part of another negotiation than we’ll talk about it then, but we don’t give options as part of that.

Rich Moore - RBC Capital Markets

So at the end of the short term lease, there were essentially out or they renew it some kind of market rent?

Stephen Lebovitz

That’s true.

Rich Moore - RBC Capital Markets

John on Hickory Hollow is the lender okay with you just continuing to pay the monthly payments to the next eight years or is there at some point or they say if this isn’t working you have to pay the entire thing off.

John Foy

Since the loan is a self-liquidating loan, there are no coverage ratios etc.

Rich Moore - RBC Capital Markets

So, you just keep paying?

John Foy

Yes.

Rich Moore - RBC Capital Markets

Have you guys set the dividend for the first quarter?

Stephen Lebovitz

No we’ve not settled it will be the end of February.

Rich Moore - RBC Capital Markets

How do you think about what’s going on the in debt markets have they essentially for mortgages I’m thinking pretty much stabilized and you guys have access to capital, if you want to do individual mortgage as opposed to using the lines of credit?

Stephen Lebovitz

I just got back from visiting the number of life insurance companies over the last week or so. We found that there is a lot of interests by this life insurance companies to get back in the market were also hearing that the DDR transaction basically was a signal to open up those capital markets so there is tremendous interest from those people and a lot of form banks are back in the business as well.

Yes I think the capital markets have definitely opened up and they like this stability of the products and they like the stability of the markets where we are which have broad based economies so that they feel very, very good about that. So yes, we feel very good about the capital markets I think its pretty indicative of what we did on St. Claire we’re able to finance and take out an excess $14 million in that and then basically put a cap employees to basically hold that right down in the 7% range.

Rich Moore - RBC Capital Markets

So we could see some more of those kinds of loans possibly as we go forward here with the 10 and 11 maturities? Thank you.

Stephen Lebovitz

Yes, I think what we have done and we said is that I think of the plan that we could place where we can cover all those CMBS loans really gives us a tremendous amount of flexibility and a tremendous amount of ability to renegotiate and do these deals. We only have I think two malls this year that are with life insurance companies that we had discussions with them.

We have already set the rate with one of those and that because we wanted to have more flexibility with we have elected to pay that up and down by little bit of money. So its one of our best malls and we are happy with the fact we have set the rate and we will have full committee approval within the next two weeks and that is the biggest loan on behalf to refinance next year, if this year rather in 2010.

Operator

Thank you. Mr. Lebovitz there are no further questions at this time, I will now turn the call back to you. Please continue with your presentation or closing remarks.

Stephen Lebovitz

Thank you all for listening this morning we appreciate your ongoing support we looking forward to 2010 and following up this year’s strong results with another good year. Thank you, good bye.

Operator

Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect you lines. Have a great day.

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Source: CBL & Associates Properties Inc. Q4 2009 Earnings Call Transcript
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