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CBL & Associates Properties Inc. (NYSE:CBL)

Q4 2010 Earnings Call Transcript

February 9, 2011 11:00 am ET

Executives

Stephen Lebovitz – President & CEO

Katie Reinsmidt – VP of Corporate Communications & IR

John Foy – Vice Chairman, CFO, Treasurer and Secretary

Analysts

Christy McElroy – UBS

Ross Nussbaum – UBS

Todd Thomas – KeyBanc Capital Markets

Jay Habermann – Goldman Sachs

Jim Sullivan – Cowen Group

Craig Schmidt – Bank of America-Merrill Lynch

Ben Yang – Keefe, Bruyette & Woods

Quentin Velleley – Citi

Carol Kemple – Hilliard Lyons

Richard Moore – RBC Capital Markets

Cedrik Lachance – Green Street Advisors

Nathan Isbee – Stifel Nicolaus

R.J. Milligan – Raymond James

Stuart Seeley – Morgan Stanley

Operator

Good day ladies and gentlemen, welcome to the CBL & Associates Properties Incorporated Fourth Quarter 2010 Conference Call. During the presentation all participants’ lines will be in a listen-only mode, afterwards we will conduct a question-and-answer session. As a reminder, this conference is being recorded, Wednesday, February 9, 2011.

I would now like to turn the conference over to Stephen Lebovitz, President and CEO. Please go ahead.

Stephen Lebovitz

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc. Conference Call to discuss fourth-quarter and full-year 2010 results.

Joining me today is John Foy, CBL’s Chief Financial Officer and Katie Reinsmidt, Vice President, 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 be even 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 conditions and results of operations included therein for a discussion of such risks and uncertainties.

During our discussion today, references made to per share amount are based on a fully diluted converted share basis. A transcript of today’s comments, earnings release and additional supplemental schedules will be furnished to the SEC on Form 8-K, and will be available on our Web site.

This call will also be made available for replay on the Internet through a link on our Web site at 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 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 the From 8-K.

Stephen Lebovitz

Thank you, Katie. In 2010, we made tremendous progress on a number of our major initiatives, including stabilizing NOI and lowering our leverage levels. Same-year NOI came in near the more favorable end of our projected range, down 1.3% for the year and down only 0.3% for the quarter. Course of the year our NOI results improved and we are focused on achieving positive NOI growth in 2011. We were pleased with our ability to improve occupancy and lease spreads and to reduce expenses.

During the second half of the year, we disposed the several non-core centers at attractive pricing, generating cash to pay down variable rate recourse debt. We also raised more than $225 million through two preferred stock offerings in 2010.

Altogether, these transactions and improved cash flow have resulted in a reduction in our debt levels by more than $430 million since the end of 2009, and by more than $880 million since the end of 2008.

This progress was reflected through CBL posting an 89% total return to shareholders, one of the top total return numbers in the REIT industry. Needless to say, we would love to make this a trend for 2011.

Holiday sales were solid, with November strong spending tailing off somewhat in December. We were pleased to see several other retailers that had been lagging last year post strong comp sales. We saw encouraging results in categories, such as jewelry, apparel, gifts and housewares.

For 2010, we posted a 2.5% increase in sales per square foot over the prior year period. While it is always dangerous to try to predict sales, given the improving economy, we expect to see modest positive sales increases continue through 2011. However, we anticipate that first-quarter sales will be impacted by the major winter storms that have been experienced recently.

Leasing activity was strong throughout the year as reflected in our occupancy increases. For the total portfolio at year-end, we posted 200 basis point increase over the prior year and 140 basis point increase sequentially to 92.4%.

Stabilized malls improved 160 basis points from both the prior year and sequentially to 93.2%. For 2011, we are budgeting an additional 75 to 100 basis points improvement in our occupancy levels at year-end.

In total, during the fourth-quarter we signed approximately 1.4 million square feet of leases. This included approximately 520,000 square feet of new leases, 750,000 square feet of renewals and 100,000 square feet in the development portfolio.

For the full-year we signed over 4.8 million square feet of leases in our operating and development portfolios, a positive sign of the recovery by retailers.

With the full-year positive sales growth and limited new supply, we feel better about the leasing environment and are encouraged that we will begin to see positive traction in our renewal spreads.

Our strategy of signing short-term deals is beginning to pay off in our new lease spreads, which were 16.6% higher for the quarter then the prior average rents. However, renewal leasing spreads are still being hurt by a few disproportionately negative portfolio deals.

During the quarter, we renewed on a short-term basis, 10 music stores totaling roughly 57,000 square feet and roughly 115,000 square feet with two major teen apparel retailers. These deals contributed 700 basis points to a 13% decline in renewal spreads for the quarter.

While these deals weigh on our spreads, we evaluate each deal on its merits and make the decision in certain circumstances to preserve occupancy and rent while we work to replace the tenant or help their sales levels recover.

As I mentioned earlier, we were able to strengthen our balance sheet and generate equity through the disposition of several non-core properties throughout 2010. During the fourth-quarter, we conveyed ownership in Phase I of our open air center, Settlers Ridge in Pittsburgh, Pennsylvania and sold an open marketplace in Milford Connecticut and Lakeview Pointe in Stillwater, Oklahoma for a total consideration of $132.8 million.

As part of the transaction, we paid off three construction loans, totaling approximately $91 million and generated excess cash proceeds of about $42 million. The cap rates on these centers were very strong in a 6.5% to 7% range based on income in place. While these projects are recent developments, we were able to capture near stabilized values in the three centers with occupancy rates in the low-90s at year end.

Construction is continuing on our outlet center project in Oklahoma City. We are now over 90% leased or committed with a great line up of retailers and continue to receive new commitments. The opening date is planned for this August.

During the fourth-quarter, we celebrated the opening of the Ist Phase of The Forum at Grandview, a 110,000 square foot community center project in Madison, Mississippi. The project is 100% occupied with Dick’s Sporting Goods, Best Buy and Stein Mart.

During the recession we put our renovation program on hold to retain capital flexibility. However, we believe that it is important to reinvest in our properties in order to enhance their dominant position in the market.

We recently announced our 2011 renovation program, which includes upgrades of four properties for a total investment of approximately $25 million, of which $10 million will be funded through the support of local government.

Hamilton Place in Chattanooga and Oak Park Mall in Kansas City will receive the most extensive renovation with new signage, lightings, flooring, exterior upgrades and other improvements.

RiverGate will receive new flooring and furniture and Brownsville will receive new floors. The renovations will commence over the coming months and are scheduled for completion in time for the holiday season.

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

John Foy

Thank you, Stephen. We are making progress in securing property-specific non-recourse loans for the majority of the properties included in our $520 million facility. Currently, we have term sheets executed on 11 assets that are currently securing approximately $480 million on the credit facility. These financings should generate a modest level of excess proceeds.

We are seeing interest rates ranging in the 5.5% to 6% range. While these rates are an increase from the current rate on our credit facility, they are attractive for long-term fixed rate non-recourse debt. These financings will also significantly reduce our recourse debt and exposure to floating rate debt. We will announce more specific details when the loans close, which we anticipate in the first half of this year.

As we refinance these loans with this credit facility becomes a revolver that could be used for retire in the 2011 and beyond maturing mortgages as well as providing additional flexibility.

During the fourth-quarter we retired the $10.9 million loan secured by Wausau Center in Wausau, Wisconsin. Subsequent to the quarter-end, we retired the $78.7 million loan on Mid Rivers Mall in St. Charles, Missouri.

At the end, we had more than $550 million available on our credit facilities. Our financial covenants remain sound with the debt to GAV ratio of 52.7% and an interest coverage ratio of 2.35 times for the year.

We reported FFO excluding the loss on impairments of real estate of $0.62 per share for the fourth-quarter, flat from the prior-year period. Major variances compared with the prior year period included, $0.02 lower lease termination fee, $0.02 lower in outparcel sales and a $0.01 lower of straight-line rents.

For the year FFO per share was $2.08 excluding the loss on impairment of real estate. For the full-year we recorded a $0.04 lower in lease termination fees, $0.02 lower our straight-line rents, $0.02 lower of outparcel sales and $0.04 lower of the above and below market lease and debt premium amortization.

Total portfolio same-center NOI excluding lease termination fees, declined just 30 basis points in the quarter and 1.3% for the year from the prior year period.

Other major variances in the earnings results included, G&A as a percentage of revenue was 4% for the fourth-quarter and year ended December 31, 2010 compared with 3.4% and 3.8% respectively in the prior year periods. The variance in G&A for the current period was related to increases in state taxes, consulting and lower capitalized overhead.

During the fourth-quarter, we recorded a bad debt reversal of $160,000. This compares with the bad debt expense of $561,000 recorded during the fourth-quarter of 2009. For the full-year bad debt expense was $2.7 million compared with $5.1 million in 2009. Our cost recovery ratio for the fourth-quarter and full-year 2010 was 103.3% and 101.9% respectively compared with 106.8% and 102.3% respectively, in the prior year periods.

Variable rate debt was 16.7% as total market capitalization at year end versus 21.1% as of the end of the prior year period. Variable rate debt represented 28.4% of our share of consolidated and unconsolidated debt unchanged from last year.

Yesterday, we issued 2011 guidance in the range of $2.10 to $2.15 per share. We are assuming NOI growth in the range of a negative 50 basis points to a positive 1%. The guidance includes $0.14 per share of estimated gain from the extinguishment of debt related to our property in High Point, North Carolina. We anticipate completing the transaction in the second half of 2011.

Our goal in 2011 is to produce growth in NOI. We are focused on executing across all lines of our business, including further gains in occupancy and improving leasing spreads, as well as specialty leasing and branding. The past two years have been challenging for everyone, but we’ve positioned CBL to take advantage of new opportunities for growth, both internally and externally.

We are continuing to prune our non-core properties at attractive pricing and to explore other ways to improve our portfolio and reduce leverage. We continue to have active discussions on joint venture opportunities.

We think it is important to be patient and would rather take our time to ensure that we have the right partner and the right deal before we move forward. CBL has emerged from the recession as a stronger company, with a bright future and we are confident that 2011 will be a productive year.

Thank you for joining us today and we appreciate your support. We’ll now be happy to answer any questions you may have.

Question-and-Answer Session

Operator

Thank you. (Operator instructions) The first question comes from the line of Christy McElroy with UBS. Please proceed with your question.

Stephen Lebovitz

Hi, Christy.

Christy McElroy – UBS

Good morning, guys.

Stephen Lebovitz

Good morning.

Christy McElroy – UBS

Just thinking about your Q4 internal growth, you had a nice pickup in occupancy in the quarter, looking at that, combined with contractual rent growth plus growth in percentage rent, I guess I would have thought that your same-store NOI growth would have moved into positive territory, have been a little bit higher despite that you still have negative releasing spreads and I think the reimbursement percentage is a little bit lower. Can you just walk kind of through the year-over-year NOI growth in the quarter and different drivers, what weighed it down?

Stephen Lebovitz

I mean I think the biggest factor that kept us from being flat or positive was the comps on expenses, because we had made a lot of expense reductions in 2009, so we’re going against that as a comparable level, and also, the fourth-quarter last year came in strong as well. So, just on a comparable basis quarter-to-quarter, it was a tougher comparison.

We were still better than we had thought we would be even at the end of the third-quarter and we ended up at the higher end of the range. So, I think things really worked out well. You are right on the occupancy. And some of the specialty leasing was better and helped us out as well. And then also some other things that John talked about with the bad debt expense and some of those items factor in as well to the Same Center NOI number.

Christy McElroy – UBS

Okay. And then just thinking about the expense line on that same topic, with regard to the $20 million in the incremental renovation CapEx that you expect in 2011, I know that a portion of that is eligible for CAM reimbursement overtime. To what extent should that impact your expense reimbursement percentage in 2011?

Stephen Lebovitz

It really shouldn’t impact. We’ve gone to 90% fixed on CAM and so we factor that in when we reset the CAM reimbursement in terms of depreciation, but we figured that gets recaptured over a long period of time. It wouldn’t really impact us in 2011. Also, it’s $15 million is our portion of the investment for those four. It was 25 total 10 is coming through the TDD and CID financing from government assistances helping us out.

Christy McElroy – UBS

So would you expect that the reimbursement rate in 2011 will be roughly close to the 2010 level?

Stephen Lebovitz

Yes it will be, we are targeting right at 100%, hopefully a little better.

Christy McElroy – UBS

And what are you budgeting for deferred maintenance CapEx for 2011?

Stephen Lebovitz

It’s about $20 million, again.

Christy McElroy – UBS

Okay. And then just lastly, what drove the $6.4 million income tax benefit that you recorded in 2010 and how should we be thinking about that line in 2011?

John Foy

It was from the management company gains there from that standpoint. So, management company (inaudible) was good for us in that respect.

Christy McElroy – UBS

Okay. Ross has a question as well.

Ross Nussbaum – UBS

Yes, hi, guys, just a follow-up on that. So, John is that a recurring item, what kind of gains would have occurred in the management company?

John Foy

It’s not a recurring number, Ross, and we do our taxable projections on a management company are done every year to basically see where it ends up. It has been running at loss because with the development slowing down, we don’t do as many outparcel sales and things such that, so it’s running at a loss, it could change, but we don’t think so and we just look at those projections from the management company on a quarterly basis. We do it annually and then we look at it quarterly to see where it’s going to end up.

Ross Nussbaum – UBS

Okay. And then the question I really had was on Settlers Ridge. Can you maybe walk through how the decision-making process ran in terms of conveying the ownership interest back there? This was the property that had opened up, I guess what in late ‘09, 94% leased and committed. Why the decision handed back as opposed to pay down the loan, refinance the loan and take this property to the next level with Phase II ultimately.

John Foy

There was no hand back to the bank. It was sold to an outside third party at a significant cap rate or it was conveyed to an outside third party through partnership interest at a very good cap rates. So, there was no give back to the bank. I don’t really…

Ross Nussbaum – UBS

I’m sorry. I read the press release and said it conveyed the ownership interest, so I didn’t read that as a sale.

John Foy

It conveyed the partnership interest.

Ross Nussbaum – UBS

It was above your basis?

John Foy

No, what happened on that was that the rental income came in, that was at the height of the downs that we’ve been going through. So, our rental income was down fairly substantially where it was and some of the cost numbers, because we got our partner out of it. So, that was the result of it, but the cap rate basically on the income in place was extremely good in that range.

Ross Nussbaum – UBS

Understood. Okay. Thanks, John.

Stephen Lebovitz

Thanks, Ross.

Operator

Thank you very much. Our next question comes from the line of Todd Thomas from KeyBanc Capital Markets. Please proceed with your question.

Stephen Lebovitz

Hey, Todd.

John Foy

Hey, Todd.

Todd Thomas – KeyBanc Capital Markets

Good morning. How are you? I’m on with Jordan Saddler. Just regarding your leasing spreads, you gave some helpful information on the renewals, but the spread roughly $20 between gross rents for new space and for renewals nearly $10 I guess for the entire year. Can you just help me understand how the conversations are between both existing tenants compared to new leases that you are signing?

Stephen Lebovitz

I mean it’s a little hard to generalize. And what we tried to point out is there were some portfolio deals that we did in certain categories with certain retailers that had a big negative impact on the renewals, and it’s really driven by a lot of factors, it could be a reduction in sales for a certain retailer, which creates an unsustainable occupancy cost.

And like we said in the call, depending on what we have as a backup for the space we’ll do a short-term renewal and continue to look for another retailer versus just lighting the space go vacant, if we can. So, like we said for the past really couple of years that we’ve prioritized our occupancy over getting the highest lease spreads on renewals, but at the same time, we’re starting to see better results from new leasing both in terms of the amount of square footage and also the rent level.

So, we think that’s going to help us overtime to end up better off in the NOI levels for these centers. So, we’ve kept the stability, kept the occupancy and kind of worked through the challenging period, but things are definitely getting better, we’re seeing more open to buy by retailers.

Having the retailers in higher occupancy helps sponsorship and traffic. So, it has other ancillary benefits that don’t get captured in renewal spreads. Most of those renewals that are negatively impacting are less than three years. So we’re not locked into these levels for a long-term. Conversely, the new leases are longer-term deals, so, we’re able to get the benefit of the better leasing. Hopefully, that gives you a picture. There are a lot of case-by-case decisions that we have to make too.

Todd Thomas – KeyBanc Capital Markets

Sure. Sure. On the renewals though, you mentioned occupancy cost, where did occupancy cost and the year and also, what kind of occupancy cost are the tenants sort of targeting when they come back for renewals, I guess on these portfolio deals that you executed?

Stephen Lebovitz

It depends on the retailer, but it’s in the 12% to 15% range. It’s just again depends on the category. We didn’t include our occupancy cost ratio. We don’t have it finalized yet. It will be in our 10-K, but we think it will be better because sales are up and rents are flat to down a little bit, so it should be improved from last year.

Todd Thomas – KeyBanc Capital Markets

Okay. And then moving back to operating expenses. You said it created a little bit of a headwind in the quarter, how will operating expenses sort of contribute to your same-store NOI forecast in 2011?

John Foy

I think on the operating expense side, we’re saying that it should be flat. We’re going to see some weather conditions in this quarter, we’re going to see weather conditions probably into the second-quarter. Weather conditions have really been different this whole year, but we think it’s going to flatten out versus the rest of the year. I got a little chided by my fellows last year when I said, you don’t see a lot of snow in the third-quarter at least so. Hopefully, we are not going to see a lot of snow in the summer.

Todd Thomas – KeyBanc Capital Markets

Okay. All right. And then just lastly, how about G&A, how do you expect that to compare in 2011?

John Foy

Flat to slightly up. We were slight up this quarter because of some additional stuff, state taxes hit us a little and we did some outside consulting work that we hired some people look at some stuff or so. Those were the two biggest things that impacted us, so we think it’s going to be slightly up next year.

Todd Thomas – KeyBanc Capital Markets

Okay. All right. Thank you.

Stephen Lebovitz

Thanks, Todd.

Operator

Our next question comes from the line of Jay Habermann from Goldman Sachs. Please proceed with your question.

Stephen Lebovitz

Hi, Jay.

John Foy

Hey, Jay.

Jay Habermann – Goldman Sachs

Hey, guys, good morning. Stephen or John, you mentioned the debt reduction since the end of 2008, close to $900 million, and obviously, the strong total return performance last year as well, but I guess as you think about the next couple of years, can you put into context a bit, how you think debt reduction could trend, is that a reasonable number to shoot for? Today you’re sitting in about 8.8 times debt-to-EBITDA, you’re perhaps getting to mid-7, is that the right level?

John Foy

I think we don’t necessarily look at it that way. One of the things we really focuses on is recourse versus non-recourse debt. We think that’s essential and therefore, we focus on returns on equity, which is important, and we said this to a number of our friends in the industry is that, we built a shopping center in Southaven, Mississippi where there was basically we were able to finance out 100%, in fact, take some money out and we still have extremely good positive cash flow over $700,000 on a non-recourse loans. So we look at return on equity versus the risks involved.

But we are focused looking at the balance sheet and making certain that we take care of all those maturities as they come due. We don’t want to break our arms patting our sales on the back, but I think we did pretty good over the last couple of years of reducing that debt. We’re focused on that as well to make certain fit that that’s something we’re very cognizant of.

Jay Habermann – Goldman Sachs

I guess just in the context of an environment where NOI might be slightly challenged, modestly negative to modestly positive, so roughly flat for a period of time. Wouldn’t it make sense in this environment while the credit markets are still pretty favorable that you could actually go out and reduce leverage at this point?

John Foy

I think we’ve looked at that and we continue to explore that in every way. As I said in my comments, we continue to explore joint ventures. We want to do a joint venture with the best person in the industry and that’s a reasonable thing for us that associates us with the great opportunity for partners as well as ourselves. I think joint ventures are definitely something that we explore. And as we pointed out, we did prune our portfolio somewhat this year. As we see cap rates on some of our assets look extremely good then we’ll take advantage of that as well. Equity is not on our radar screen at this time, but as opportunities prevail, everything is available at our back end call to take advantage of.

Jay Habermann – Goldman Sachs

And just switching back to the guidance, can you give us specifics on what you are expecting in terms of further increases in occupancy or where you think spreads could trend this year? Sorry, if I missed that earlier.

Stephen Lebovitz

Sure. On occupancy we are seeing 75 to 100 basis points of additional improvement, that’s in our guidance numbers. For the spreads, we are looking to improve over where we are. And we didn’t give any guidance on that, but we’re hopeful that we’ll be able to get progress in the renewal so we get closer to flat and continue to have the positive numbers on the new leasing….

Jay Habermann – Goldman Sachs

Do you have an assumption for term fee this year?

John Foy

Say it again, Jay?

Jay Habermann – Goldman Sachs

On lease term fees?

Stephen Lebovitz

No, we don’t build that into our numbers. This year, it was down a lot from last year, and we wouldn’t expect it to ramp back up. I mean there is definitely borders out there as a risk but they are more bankruptcy risk and we don’t anticipate getting lease termination fees from them. And for the most part the retailers are in a healthy position, and they’ve closed the stores that they want to close, and they figured out a way to be profitable, so we think it’s a lot more stable environment, which will translate into lower term fees.

Jay Habermann – Goldman Sachs

And just last question. What percent of the portfolio at this point or percent of NOI is represented by music or books? I guess, book still remains in the portfolio.

Stephen Lebovitz

Well, I think it’s probably 2% or something in that range, it’s still a decent number, but it’s down a lot from what it was, and we’re trying to reduce that as well and replace those stores with better categories and better rent payers.

Jay Habermann – Goldman Sachs

Okay, thanks, guys.

Operator

Thank you. Our next question comes from the line of Jim Sullivan from Cowen Group. Please proceed with your question.

Jim Sullivan – Cowen Group

Thank you. Good morning.

John Foy

Hi, Jim.

Jim Sullivan – Cowen Group

A couple of questions. First of all, I may have missed this, but in terms of the three community centers, the two sold and the one conveyed, were there separate buyers or is it one buyer?

John Foy

There was one buyer for Milford and Settlers Ridge, and a separate buyer for our project in Stillwater, Oklahoma.

Jim Sullivan – Cowen Group

I know that there was a partnership, relationship on Settlers Ridge. Were those marketed through a broker or was it just off-market transaction?

Stephen Lebovitz

No, Holliday Fenoglio did the marketing on two of those assets, Jim. The third one was basically, a broker approached us on the third one which was Stillwater, Oklahoma.

Jim Sullivan – Cowen Group

John, you talked about JVs in Europe. I think you used the word ‘patiently exploring’. It kind of suggest that either the financing market and/or the cap rate trends are moving in your favor. I’m just curious, if you could share with us, number one, whether the JV discussions are entirely focused on the malls or not? And number two, what your sense is for cap rate and appetite by institutional investors, if that’s the way to characterize the potential JV partner today versus where they might have been say, a year ago?

Stephen Lebovitz

I think the institutional investors today are very focused. I think a lot of them have put a lot of office in major metro market areas. I think that today they are seeing that retail is coming back fairly significantly and that it’s going to trend in the right direction. And I think what’s really come out of this downturn in the economy is that a lot of these institutional investors are seeing that the middle markets in the downturn economy have performed better than some of the major metro market areas.

As an example, if you look at Chattanooga, Tennessee is that with the new Volkswagen plan, Amazon’s building 2 million square feet of distribution here, you can see that we are seeing a robust economy. Hamilton Place Mall is up 10% I think for the year. You go to Madison, Wisconsin, where the University Wisconsin is and you see the research that’s going on there and the income levels, so I think that’s what’s happening.

I think the institutional guys are looking at these markets with a different pair of glasses and seeing more positive results out of them. I think that’s the direction that we are seeing the institutional guys. I think likewise they’re wanting to spread out their investments and not basically have mall and major office buildings in major metropolitan areas. I think it’s having definitive impact.

I likewise think that the retail sector in each of the malls are area where they really focused as well and granted we are in conversations with people basically on our malls is the greatest interest, although there is some interest in some of the other assets, possibly in joint ventures. We’re not as aggressive with regard to that as we are making certain that we got the best of the best as an institutional partner, so, that’s where we are.

Jim Sullivan – Cowen Group

Okay. John, you also touched on discussions on some secured borrowing and gave some rate ranges. I wonder if you could share with us what the loan to value range is for that paper?

John Foy

They are in the range anywhere from 55% to 65%, probably, closer to the 60% to 65%.

Jim Sullivan – Cowen Group

So those market terms continue to ease, get more attractive for you?

John Foy

What happens in the credit markets today is I think the quality of the borrowers is essential. The underwriting and the ability to perform is basically very important to them as well and everybody’s gotten more aggressive with regard to this and I think they are doing a better job of underwriting. So, yes, I think the market has eased from the standpoint of basically have a underwrite and who they’re doing business with.

Jim Sullivan – Cowen Group

So John, when you think about that joint venture transactions on malls, would it be more likely to include some of those assets for which you might put to bid some of the secured in this long-term fixed rate non-recourse debt or not?

John Foy

I think it depends upon the partner and the partner’s appetite as to the percentage of debt that they want on the asset. The partners today want a modest amount of debt, so I think that plays into which assets go into it as well.

Jim Sullivan – Cowen Group

Okay. And then final question from me for Steve. Steven, you’ve provided I guess what would be kind of conservative same-store guidance for next year and you’ve outlined what the reasons are for that. I’m just curious, as you think beyond that, if indeed, we are going to have a recovery in the economy that might be a little bit lower than it usually is, but maybe pick up paces as we move into 2012. If you think about the potential for same property NOI growth in that part of the cycle and maybe look back as an analog with what happened after 2002, 2003, is there any reason in your mind why the growth rate in same-store NOI should be slower going forward in this cycle than it was in last cycle, or do you think that you should have just a (inaudible) of a rebound?

Stephen Lebovitz

I think, Jim, there is a lag just with the renewal spreads and that working through the system, so we would have better NOI projections for next year if our renewals spreads for this past year have been better. So, we are being more conservative going out into ‘11 and ‘12 and occupancy has helped us to make up for the renewal spreads in some of the other areas, revenue areas such as specialty leasing and sponsorship.

But we clearly need to make progress on our lease spread because occupancy is not going to be able to grow as quickly. Next year, we are seeing 75 to 100 basis points as opposed to this year, where it was closer to 200 basis points. So, we’re continuing to make progress there, but we need to get better lease spread results to have the Same Center NOI growth that we’re all expecting.

Jim Sullivan – Cowen Group

Okay. I guess just a final point maybe by the way of comment tying together what the two you have said. If it’s an ROE objective here, putting that kind of financing in place at this point in the cycle very attractive, a year ahead of what should be stronger same-store NOI growth, you’d be looking at pretty impressive return on equity on ‘12 and beyond, is that the right way to look at it, John?

John Foy

I think that’s definitely the case. And we’re basically in today’s market, lock it down interest rates as far out as we can. So, when I was talking about ranges in my comments, we talk about 10-year loan. So, we think that the interest rate factors today are very beneficial to us and to lock them down, especially on a non-recourse basis, makes tremendous amount of sense.

Jim Sullivan – Cowen Group

Okay, good, thanks.

Stephen Lebovitz

Thank you, Jim.

Operator

Our next question comes from the line of Craig Schmidt from Bank of America-Merrill Lynch. Please proceed with your question.

Stephen Lebovitz

Hi, Craig.

John Foy

Hi, Craig.

Craig Schmidt – Bank of America-Merrill Lynch

Hey. Just for clarification, what would the renewal leasing spreads be absent the 10 music stores and the two major teen retailers?

Stephen Lebovitz

It’ll be about 5% down.

Craig Schmidt – Bank of America Merrill Lynch

Okay. So, I’m assuming, correct me if I’m wrong, your lease coming to the end of sort of maintainer occupancy, but somewhat troubled companies that need some sort of lower renewals that we may be looking at the spreads coming closer to that minus 5% in ‘11?

Stephen Lebovitz

It’s crystal balling, but we definitely have worked through the bulk of it. I would say, there’s still some to go that we know with some retailers where the lease expirations are coming up in ‘11 and ‘12 that are going to decent headwinds. I think like you say, we work through the bulk of it with the music and some of those other categories that will help our results going forward. Even though our numbers are still negative, we did make progress over the course of the year, so things have gotten better and so we look for that trend to continue.

Craig Schmidt – Bank of America Merrill Lynch

Are the ones that remains sort of in the disintermediated class, or are they just retailers that have not done as well through the past couple of quarters?

Stephen Lebovitz

We are not going to name any names, but some retailers have just had on a relative basis disappointing sales results. Even though the retailers for the most part have focused on profitability and learnt to be profitable at lower sales levels during the recession, a lot of the lease negotiation discussions focus on occupancy, cost, health ratio, that type of thing. So when sales haven’t recovered, it hurts our ability on the rents that we renegotiate.

Craig Schmidt – Bank of America-Merrill Lynch

Okay, thank you.

Stephen Lebovitz

Thanks, Craig.

Operator

Thank you. Our next question comes from the line of Ben Yang from Keefe, Bruyette & Woods. Please proceed with your question.

Ben Yang – Keefe, Bruyette & Woods

Hi, good morning.

Stephen Lebovitz

Good morning.

Ben Yang – Keefe, Bruyette & Woods

Last year, you reported the negative 10% leasing spreads for your stabilized malls and you had about I think 15% of your rents that were rolling during the year. But then the average rent number was pretty much flat in 2010. Can it be the built-in increases on the other part of the portfolio that completely offset that negative leasing decline? I know you mentioned the handful of deals, the music stores, etc., that hurt the leasing spread, but wouldn’t that also show up in the average rent number? I’m kind of curious why the math doesn’t necessarily drive the way I would have expected?

Stephen Lebovitz

Some of the retailers that fell out for rents that were lower than the average. So that offset it somewhat. And then the gross rents, we’ve been able to hold those for other parts of the portfolio, where CAM increases or like you say, rent increases are in place, so that offset as well. But you’re right, it’s not as dramatic of a decrease than you would expect given the lease spreads because of some of these other factors.

Ben Yang – Keefe, Bruyette & Woods

So, you can’t really compare the two, I guess, is that a fair statement?

John Foy

That’s correct, Ben. You can’t really compare, because these things are changing, your expense numbers etc., So, it’s harder, almost impossible to basically figure it out.

Stephen Lebovitz

So, it’s not a perfect comparison, but I think the trends are there.

Ben Yang – Keefe, Bruyette & Woods

Just a little too much noise I guess. And then just final question, the impairment that you recorded during the fourth-quarter was a bit higher than what you had guided to just a month ago. Was that also related to the community center sales or was there something else maybe teeing up for another property sales in the next few months?

Stephen Lebovitz

There was one project that we started. It was in Imperial Valley, California, where we sold land to Kohl’s and they started on the commons and that’s the first phase, so that allowed us to kick that project off. And on that specific, say, all there was some impairment, about a $1 million which was in the total. But we felt like from a strategic point of view that they are such a great anchor and they will really allow us to hopefully make some headway on the rest of that project.

Ben Yang – Keefe, Bruyette & Woods

So, obviously a positive signal despite the impairment, because it will show up on the development schedule at some point, is that a good way to look at that then?

Stephen Lebovitz

It will. This wouldn’t get a show up, because they’re going to build their own store, but at some point hopefully, we’ll able to have the project teed up into development schedule once we get the pre-leasing to a level it needs to be at.

Ben Yang – Keefe, Bruyette & Woods

Right, thank you.

Stephen Lebovitz

Thanks, Ben.

Operator

Our next question comes from the line of Quentin Velleley from Citi. Please proceed with your question.

Quentin Velleley – Citi

Good morning, guys.

Stephen Lebovitz

Hi, Quentin.

Quentin Velleley – Citi

Just following on from the leasing spread versus the average base rents I assume it’s mostly because you’re quoting the leasing spreads as gross rents but they are average base rent. So I don’t know if you have an average gross rent and how that’s changed between 2009 and 2010?

Stephen Lebovitz

We don’t report it and we don’t have it, but I think it would be pretty comparable because the CAM is mostly fixed and it’s fluctuating with the expenses which have been mostly fixed.

Quentin Velleley – Citi

Okay. Just in terms of the short-term renewals, Steven, I think you said earlier that there was still a number of short-term renewals occurring. I don’t know if you have the proportion that were short-term renewals that are in those leasing stats?

Stephen Lebovitz

It’s between 50% and 60%. So, it’s about where it’s been for earlier this year.

Quentin Velleley – Citi

Are you expecting that to drop-off for this year?

Stephen Lebovitz

Yes, we are hoping that it will drop-off.

Quentin Velleley – Citi

And then just in terms of the four renovations for 2011, $50 million is your share, how should we think about renovations going forward, how many malls do you want to do on an annual basis and what kind of capital spend would your share be?

Stephen Lebovitz

We haven’t really projected forward. But I think that the level we’re at is probably something we’ll see for the next couple of years. Some of it depends on the scope and the needs of the mall. And like I said, the two malls are getting more extensive renovations than others. And we’re also working with a lot of the local municipalities to help us out with the renovation. We’re getting a good level of receptivity to that. So, hopefully, that will help us keep our investment down on these renovations going forward.

Quentin Velleley – Citi

Okay. Maybe just one for, John. In terms of the floating rate debt, I think it’s about 28%, and you’ve spoken about terming out a lot of the debt. Do you have a target for what the floating rate proportion should be going forward?

John Foy

I think lot of it depends upon developments and things such as that, which is the construction loans, which are probably not going to be fixed rate loans, so, that’s a lot of it. And then we look at caps and swaps and the pricing on those as well. The craziness of GAAP accounting is that cap doesn’t help you take it off of your balance sheet, but in turn, it’s a much more better way for us to look at cutting back our risks from that standpoint. So, I would see us looking and exploring caps a lot more than we were swaps, but in turn that won’t help us from a GAAP standpoint on floating rate debt. But we’re very focused on that floating rate, because of what’s happening in the markets today.

Quentin Velleley – Citi

Okay. Thank you.

Stephen Lebovitz

Thanks.

John Foy

Thanks.

Operator

Thank you. Our next question comes from the line of Carol Kemple from Hilliard Lyons. Please proceed with your question.

Carol Kemple – Hilliard Lyons

Good morning.

Stephen Lebovitz

Hey, Carol.

Carol Kemple – Hilliard Lyons

I just had a question about leasing. If you will find say a short-term lease in 2009 with the tenant and they want to find a longer-term lease at this point, does that count as a renewal or does that count as a new lease?

Stephen Lebovitz

If they are taking the same stay that’s a renewal.

Carol Kemple – Hilliard Lyons

Okay. So are you seeing any increase in those kind of renewals, like the renewal rate I know is down overall, leasing rate, are you seeing a larger increase in the short-term or a less negative or is there a difference?

Stephen Lebovitz

Yes, sales improved, we did some short-term renewals with some retailers and there were some stores on the bubble, and now they are looking to extend those longer-term, so we are definitely seeing that, in a lot of cases we are encouraging that. We don’t like the short-term leases and we kind of (inaudible) as necessary evil. So, we’re always pushing to get longer terms and get more stability. And it does prevent some downtime doing these short-term renewals and gives us flexibility with the space if we see that the retailer isn’t going to extend long-term to try to bring someone else in.

Carol Kemple – Hilliard Lyons

And then at this point do you all have any thoughts on your 2011 dividend, or when will you have some thoughts that you can share?

Stephen Lebovitz

We have a Board call at the end of February so that will be announced after that call. I think it’s February 28.

Carol Kemple – Hilliard Lyons

Okay, great, thank you.

Stephen Lebovitz

Thanks.

Operator

Thank you. Our next question comes from the line of Richard Moore from RBC Capital Markets. Please proceed with your question.

John Foy

Hey, Rich.

Richard Moore – RBC Capital Markets

Good morning, guys. A question first on percentage rents, they were very strong in the quarter and I’m trying to figure out they kind of where they were a couple years ago. So I’m wondering, is this more short-term leases that hit breakpoints, or is this a return to where we’re in the past?

Stephen Lebovitz

It’s really because we lowered breakpoints in a lot of cases where we did some of the concessions on rents, so, we’re seeing the benefit of that as sales improve.

Richard Moore – RBC Capital Markets

Does that continue, Steve?

Stephen Lebovitz

What we’re trying to do is where the situation is getting healthier relevant to fixed rents. So we would rather go into the fixed minimal rents instead of percentage rents.

Richard Moore – RBC Capital Markets

For the rest of the year though it’s probably hard to get too much of that done right?

Stephen Lebovitz

That’s probably true. Depending on how sales go our percentage rents should hopefully improve more.

Richard Moore – RBC Capital Markets

We’ve had this whole conversation going about Dillard’s in the industry. And I’m wondering are you doing anything with them in terms of thinking about buying some of their boxes that they may own and either renting them back to them, leasing them back to them or possibly doing something different with the box?

Stephen Lebovitz

They haven’t indicated any interest in doing anything like that. We haven’t had any conversations they announced there. The restructuring of their real estate informing the REIT, but there hasn’t been any conversation about selling any buildings or leasing any buildings. Their sales have been strong. They were up 6% in January. And so their business has been great. They outperformed the other department stores and our conversations with them are operating conversations and not really focused on any types of financing and a couple of stores that they might have closed over the past couple of years where they own them, we’re working to replace them and bring in some new users on a partnership basis. But that doesn’t really has anything to do I think with the REIT or the types of things you were talking about.

Richard Moore – RBC Capital Markets

John, I want to make sure I understand if I could. The $520 million secured line you are essentially going to eliminate the balance on that by June, is that what I’m understanding with the secured financings you want to do?

John Foy

It was always anticipated that it would be a revolver and what we’re doing now is just sort of cleaning the debt, so that we got more capacity and more room to basically revolve. As other loans come due, if the credit markets tighten up, we can cover all of those maturities going forward.

Richard Moore – RBC Capital Markets

So that one will be pretty empty, the other ones are already pretty empty. So you’re expecting those to really be back up type facilities by summer time?

John Foy

Yes, that’s correct. We want maximum flexibility for anything that could occur to freeze up the capital markets. We don’t see that occurring, but we want the flexibility of knowing that we got that capacity and the relationships with these banks is really proving to be incredibly successful for us.

Richard Moore – RBC Capital Markets

All right. Great, thank you, guys.

Stephen Lebovitz

Thanks, Rich.

Operator

Thank you. Our next question comes from the line of Cedrik Lachance from Green Street Advisors. Please proceed with your question.

Stephen Lebovitz

Hi, Cedrik.

John Foy

Hi, Cedrik.

Cedrik Lachance – Green Street Advisors

John, I just want to follow-up perhaps on the secured line of credit, just so I understand that well. Once it’s freed up the current properties that are on it, if you want to use the line again, do you have to commit a property to the line or does it become an unsecured line of credit?

John Foy

No, at this stage, we basically have made this decision that we want to keep it secure, the covenants are much better. So as we have other mortgages come due, etc., we would put those in and the banks would underwrite those in the typical way.

Cedrik Lachance – Green Street Advisors

Okay. In terms of the source of financing for the 11 properties here, are you mostly looking at CMBS or are there other alternatives?

John Foy

It’s a mixed bag. I think we’ve got some institutional money coming into it. We’ve got a significant amount of CMBS, and then we’ve got a number of banks today are basically doing nonrecourse term loans. Maybe it’s just because of our special relationships, it’s very competitive, but get in a situation whereby it’s profitable for both the banks as well as ourselves.

Cedrik Lachance – Green Street Advisors

And then in terms of pricing on the loans, do you see any difference between the CMBS and the banks?

John Foy

Just a little, but not much. It’s pretty close. The institutional side is a little better than the CMBS market.

Cedrik Lachance – Green Street Advisors

Stephen, you’ve talked a lot about short-term leases, and I think often the assumption is short-term lease has a lower rate than you would achieve on a longer-term lease, could you quantify the difference there? So, if you’re signing a short-term lease on a renewal, where is it versus where you would have expected doing a long-term lease? Is it 50% of what you could have achieved, is it 80%?

Stephen Lebovitz

I don’t think I can quantify it the way you’re asking, because it’s too hypothetical, but just when you look at the comparison this year for our renewals being down 13% and then the new leases being up 16%, you can see there’s a pretty decent gap, it’s definitely 20% or 25% improvement there that we get when we are doing the longer-term leases. So, hopefully that’s close enough proxy for you.

Cedrik Lachance – Green Street Advisors

And just in terms of going back to the gross rent versus base rent conversation, when we look at, let’s say in 2008, we look at the revenues that you were able to achieve from tenant reimbursement and we look at the expenses, and then if we look at the same two numbers in 2010, your expenses obviously have declined dramatically, but your tenant reimbursements have declined also by quite a fair bit. So it seems to me that when it comes to lease renewals you may have to reset the basis for tenant reimbursements, which might be driving the decline in reimbursements there, am I right?

Stephen Lebovitz

Yes, I mean, some of it is just decreases in real estate taxes that we’ve worked to achieve, just given the economy, and then with the conversion of the pro rata leases to gross leases, but we go through an exercise really every year of figuring out what the pro rata CAM and expenses is for each mall, and then if we are signing new leases at a fixed rate, we’ll set it at that level, so it’s constantly being evaluated and looked it. So, we’re making sure that we come as close to 100% reimbursement as possible. Another factor probably is some of the percentage rents on stores the gross leases have just been at lower levels over the past couple of years, so that’s impacted that.

John Foy

And then you have to take into consideration that even on the fixed CAM, there is a percentage increase every year, that’s basically negotiated in those leases as well as so as to offset some of that.

Cedrik Lachance – Green Street Advisors

Right. Okay, great. Thank you.

Stephen Lebovitz

Thank you.

Operator

Thank you. Our next question comes from the line of Nathan Isbee from Stifel Nicolaus. Please proceed with your question.

Stephen Lebovitz

Hi, Nate.

Nathan Isbee – Stifel Nicolaus

Hi, good morning.

Stephen Lebovitz

Good morning.

Nathan Isbee – Stifel Nicolaus

Just focusing on the positive new lease spread that you generated this quarter. If you take a look at what was signed in the fourth-quarter, can you just talk about anything specific in the mix perhaps in the space of retailers, what might have set that apart, just looking at the wild swing that it took from earlier in the year?

Stephen Lebovitz

There has definitely been some categories that have helped us. Like the shoes and some other apparel categories have definitely been positive, some of the kids stores, electronics, we did a fair number of deals with Best Buy Mobile for example, and those were favorable, and then food and some of the replacements there have been better as traffic has recovered. So it’s been a little more broad based and then some of the categories like I said that have hurt us been the same as the ones over the past couple of years.

Nathan Isbee – Stifel Nicolaus

How about in terms of geographies and sales productivity in the malls?

Stephen Lebovitz

It’s hard to generalize. I’d say it’s been pretty spread out. Certain of the areas in the Midwest have definitely held up better from a sales point of view and the Southwest, so that’s helped us in terms of the lease negotiations. Dallas region and St. Louis region have the best results, and then some of the Southeast areas where the unemployment has been sticky, and it’s stated at higher levels has been tougher. We see that in our lease spreads.

Nathan Isbee – Stifel Nicolaus

Okay. And I’m sorry if I have missed this before, but any progress this quarter on Oklahoma?

Stephen Lebovitz

Yes, definitely, we’ve gotten it over 90% leased and committed and the leasing is doing real well. We’re on track to open in August and we’re making some headway with the Phase II and hopefully, we will be able to get that kicked-off, so, it’s going really well.

Nathan Isbee – Stifel Nicolaus

Okay, great, thanks.

Stephen Lebovitz

Thank you, Nate.

John Foy

Thanks.

Operator

Thank you. Our next question comes from the line of R.J. Milligan from Raymond James. Please proceed with your question.

Stephen Lebovitz

Hey, R.J.

R.J. Milligan – Raymond James

Just to clarify on the Carol’s question about the short-term leases, what percent of the leases signed in the quarter were short-term deals rolling off, I guess versus the normal lease rolling and so you’re seeing positive spreads on those short-term rolls?

Stephen Lebovitz

We haven’t broken it out that way, we could, but I don’t think it’s that higher percentage at this time. It is something that we’re trying to do more of.

R.J. Milligan – Raymond James

And so I guess what’s your outlook for the year going forward in terms of those short-term leases rolling off, because in theory, in the downturn, those drag down the leasing spreads, so as we go work through this recovery, the short-term rolls should be up nicely, correct? Is that what you’re seeing?

Stephen Lebovitz

Yes, we’re definitely seeing improvement and where we took the hit on the short-term renewals then sales have improved and we’re going to see some progress, and so, we’re expecting to see better results there, and we think that will work in our favor.

R.J. Milligan – Raymond James

Okay, great, thanks, guys.

Stephen Lebovitz

Thanks, R.J.

John Foy

Thanks, R.J..

Operator

Thank you. Our last question comes from the line of Stuart Seeley from Morgan Stanley. Please proceed with your question.

Stuart Seeley – Morgan Stanley

Good morning, guys. Nice quarter. Looks very good. I’d like to follow-up on this question though of gross rents versus net rents. Actually, as this come up in the call, I just sort of looked at the supplemental and tried to think about it, and I guess I’m surprised by the response that if you look at it on a gross basis, it’s about the same. I just did the very simple thing of looking at 2009 minimum rents plus recoveries for both ‘09 and ’10, and there is no disc ops and it looks like $1.09 billion versus $996 million, so, that’s like down 1.3%, and your occupancy is way up. Even if you did add back to those two numbers, just the NOI number for the non-comparable NOI, which is on Page #4, you get like difference of down 2%. So, I guess I’m surprised by that, I’m surprised that the gross rents (technical difficulty) some significant per cent rather than being flat, like the reported base rents are?

Stephen Lebovitz

I think you are right. I think in my initial response I was talking about the trend and we didn’t have the information at our finger tips, but we are holding the base rents and the renewals, but we are giving up on the reimbursements and that’s what’s being reflected in the numbers that you talk about.

Stuart Seeley – Morgan Stanley

Okay. And I guess perhaps more important thing is sort of what you do with the information. And as I think about your internal growth guidance for next year, in particular, your occupancy guidance of up 75 to 100 basis points and let’s call it, average for the year that sort of like 35 to 50 compared to 10 and if we start with the ending NOI for 2010, I guess we are talking about $760 million or so of NOI less the lease term fees, so minus 50 basis points down, and the same-store NOI is about down $3.5 million versus up maybe if it’s up 1% like 7.5 million, how do you get down $3.5 million of NOI when you’re going to have something like 35 basis points pick up in occupancy? And then in particular should we think about the occupancy as being something different than space that’s $29.40 space?

Stephen Lebovitz

It’s really the lagging impact of the lease spreads. Having two years of negative, almost high single-digit lease spreads when we factor into the budgets that takes a lot to overcome with more occupancy. Look, I think we’d be happy offline for further conversation to discuss this further, but I don’t know if we can give any more detail right now on it.

Stuart Seeley – Morgan Stanley

Very good. Well, thank you very much for that response. I’ll follow-up with you guys later. Bye now.

Stephen Lebovitz

Thank you, Stuart.

Operator

We have no further questions from the phone lines at this time. I’d like to turn the conference back to you Mr. Lebovitz for closing remarks.

Stephen Lebovitz

We’d just like to thank everyone for taking the time and for your support of CBL. Like we said, we’re looking for 2011 to continue the positive trends that we saw in 2010 and we appreciate everyone’s support. We’ll hopefully see you all soon. Thanks.

Operator

Thank you, ladies and gentlemen. That does conclude the conference call for today. We thank you all for your participation and we ask that you please disconnect your lines. Thank you and have a good day.

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