The Macerich Company CEO Discusses Q1 2011 Results - Earnings Call Transcript

May. 5.11 | About: Macerich Co. (MAC)

The Macerich Company (NYSE:MAC)

Q1 2011 Earnings Call

May 5, 2011 1:30 p.m. ET

Executives

Jean Wood – VP, IR

Tom O’Hern – Senior EVP, CFO and Treasurer

Art Coppola – Chairman and CEO

Analysts

Christy McElroy – UBS

Quentin Velleley – Citi

Michael Bilerman – Citi

Rich Moore – RBC Capital Markets

Craig Schmidt – Bank of America/Merrill Lynch

Michael Mueller – JP Morgan

Alexander Goldfarb – Sandler O’Neill

Cedric Lachance – Green Street Advisors

Ben Yang – Keefe, Bruyette & Woods

Omatayo Okusanya – Jefferies & Co.

Vincent Chao – Deutsche Bank

Operator

Please stand by, we’re about to begin. Good afternoon ladies and gentlemen. Thank you for standing by. Welcome to the Macerich Company First Quarter 2011 Earnings Conference Call. Today’s call is being recorded. At this time all participants are in a listen-only mode. Following the presentation we will conduct a question-and-answer session. Instructions will be provided at that time for you to queue up for questions. I would like to remind everyone that this conference is being recorded.

I would now like to turn the conference over to Jean Wood, Vice President of Investor Relations. Please go ahead.

Jean Wood

Hello, and thank you for joining us today on our first quarter 2011 earnings call. During the course of this call, management will be making forward-looking statements, which are subject to uncertainties and risks associated with our business and industry.

For a more detailed description of these risks, please refer to the company’s press release and SEC filing. As this call will be webcast for some time to come, we believe that it is important to note that the passage of time can render information stale and you should not rely on the continued accuracy of this material.

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

Joining us today are Art Coppola, CEO and Chairman of the Board of Directors; Ed Coppola, President; and Tom O’Hern, Senior Executive VP and Chief Financial Officer.

With that I would like to turn the call over to Tom.

Tom O’Hern

Thank you, Jean. Today we’ll be discussing the first quarter results, our recent capital and acquisitions activity and our outlook for 2011.

During the quarter, our fundamentals continue to improve. Occupancy levels improved significantly, retail sales had a very solid increase, and we had good same-center NOI growth. The releasing spreads were also a positive for the quarter.

During the quarter there was 289,000 square feet of lease assigned, 177 deals. Average new rent of $38.53, and a positive re-leasing spread for the period ended March 31 of 9.6%.

Mall occupancy was up 140 basis points closing the quarter at 92.5%, that was down compared to the year-end number of 93.1% but that’s normal, and that’s what we’ve seen the past 10 years without exception. There’s always a little bit of a drop-off in the first quarter. The real meaningful comparison here is how it stood versus a year ago.

The occupancy cost as a percentage of sales were up 13.3% for the trailing 12 months ended March 31. Looking at FFO, FFO diluted was $0.52 for the quarter compared to $0.66 for the quarter ended March 31, 2010. Negatively impacting FFO during the quarter was a $9 million pre-payment penalty on the early extinguishment of debt on a 9.1% participating loan on Chesterfield Towne Center.

Same-center NOI excluding lease termination and SFAS 141 was up 2.54%, straight lining a rent drop $600,000 during the quarter, SFAS 141 income was flat with the year before, at just slightly less than S3 million, and lease termination revenue was $2.1 million up slightly from the $1.5 million reported in the first quarter of last year.

The expense recovery rate improved to 93.6% compared to the rate of 92.3% for the full-year 2010. Another sign of continuing tenant health was that bad debt expense dropped significantly, it was down $2.5 million to $800,000 compared to $3.3 million in the first quarter of 2010.

Also during the quarter, management company expenses, they were up about $3.6 million. This was virtually all due to severance payments that related to a right-sizing we did in the first quarter. We had excess capacity in a number of departments so we reduced headcount by about 30. As a result of that reduction, we’ll be seeing savings for the balance of the year, and going forward on the management company expenses.

Moving now to the balance sheet, during the quarter, we refinanced 29th Street. We put $107 million loan in place which closed in January, and that new loan bears interest in LIBOR plus 2.63%.

We also received a commitment on Los Cerritos Center, that’s a seven-year fixed rate financing $200 million at 4.46%. Capitola was another financing transaction where we made the decision to pay that loan off, that was $33 million loan with a high coupon of 7.13% and that asset will remain unencumbered.

And lastly, on the balance sheet we concluded on May 2, a new line of credit. This is a unsecured line of credit, there was very strong bank demand to be in the facility. The terms and pricing are very attractive. Today it’s a $1.5 billion line with a term of 4 years plus 1 year extension. There’s a pricing grid but on our current leverage level to borrowing rate is LIBOR plus 200. We’ve got some great banking relationships and that was reflected in this transaction. It all came together in less than a month and it was oversubscribed.

It’s also important to note that we have the ability under this facility to increase the line to $2 billion at our choice.

Today our debt-to-market cap is 44%, our average interest rate is 5.58%, and our unhedged floating rate debt is 7.3% of our total market cap; our interest coverage ratio 2.21 times.

In this morning’s release, we reaffirmed our FFO per-share guidance in the range of $2.78 to $2.94, that’s unchanged. As a result of continued strong fundamentals and significant interest savings from a $400 million swap that expired in April plus recent debt reductions, we expect to see about 26% of the annual FFO coming through the second quarter, another 26% in the third quarter with the balance to roll through in the fourth quarter.

Looking now at tenant sales. Tenant sales per square foot for the trailing 12 months came in at $449, that’s up 7.9% from the year ended March 31, 2010. Looking at the regional split on sales, Arizona was again very strong, up 6.7%. The Central Region was up 4%, Eastern Region up 4.2%, Northern California combined with the Pacific Northwest was up 7%, and Southern California was up 5.5%.

At this point, I’d like to turn it over to Art.

Art Coppola

Thank you, Tom. First of all I want to wish all the mothers out there, happy Mother’s Day in the next few days. And today, a happy Cinco de Mayo to all of you, have to think good thoughts after watching the Lakers not show up last night. That was depressing.

Anyway, Cinco de Mayo, that’s actually an important day here in Los Angeles, and besides it being date and day, I would bring it up because when you think about it, the population here in Los Angeles and Southern California is approximately 50% Hispanic today. And then you think about growth in the United States, over half of the growth in the United States over the next 40 years is projected to come from the Hispanic area. And we are doing our best to cater directly to that population here in Los Angeles, Arizona, and other markets where we have strong concentration. And in particular at Desert Sky today, there’s large celebrations going on, centered around Cinco de Mayo, and I would encourage you to go to the Macerich property website for Desert Sky to take a look at that, and see some of the activity that we have. And I’ll touch a little bit more on Desert Sky here in a minute.

Towards the end of Tom’s comments, he mentioned the renewal of our – actually, a new line of credit that was put into place. This is more than just a passing event. If you think about it, going back a year ago or so, it would have been very hard to imagine that today we would be sitting here announcing to you that we have a $1.5 billion completely untapped line of credit with an accordion feature up to $2 billion; with a term that goes out to 5 years including options in the term of the line of credit.

Added to that, we now have a very large, separate from a line of credit, unencumbered asset pool that is the result of using a lot of our cash over the last year to pay off debt on assets, and use that as a cash management technique as well as to give us fire power to go forward. So when you think about the fire power that we have going forward, we’re in a terrific position.

And as we look at where we can deploy that fire power, our first and foremost place is going to be in the development, the redevelopment of selected acquisition arena.

Back in November, we announced to you that we had very good clarity that our development and redevelopment pipeline as well as some potential acquisition activity and development inherent in those acquisition activities, should approximate $750 million to $1 billion over a 5-year basis. We said it would be heavily weighted towards the back end of that lifecycle.

As we look at it today, we look at our current activities and we take measure of our recent acquisition of interest in Kierland and Desert Sky, and Atlas Park. As I look forward today, I see that pipeline of development and redevelopments, and acquisition to be much closer to 1 billion on the low side to around $1.5 billion on the probable side. And we feel very comfortable with that and are confident that through a combination of development activity, redevelopment activity and acquisitions that we’re going to continue to upgrade the quality of our portfolio.

During the quarter as Tom mentioned, we increased our ownership of Kierland, this is a great center in the Phoenix marketplace. It does well over $600 a square foot, about $650 a square foot.

We increased our ownership at Desert Sky, and as you take a look at Desert Sky, I would encourage you – I’m not going to go through all the details on it, to go our Desert Sky property website, and you can get actually a video as well as a lot of information on the new Mercado that we opened up at Desert Sky. Desert Sky is a property that when we bought it – when we bought Westcor 9 years ago, it was really a forgotten property. But we’ve more than doubled the NOI of the property over the last period of time, and now we’re taking it to its next level and its next generation with the opening of our Mercado in a vacant Mervyn’s box that we opened up in December, 4 months ago. It’s getting rave reviews, the property has terrific traffic gains. And again, I encourage you to go to our property website to get more color on that Mercado.

We’ve identified about a dozen properties in our portfolio where our immediate trade area is approximately – is more than 50% Hispanic. And Desert Sky is a prototypical example of how we intend to do a much better job of penetrating that market and serving that market. We’re very confident that this is going to be an opportunity for us to cater to the mix that we have in our trade areas, and to dramatically increase over time our operating results from those centers.

As we look up to the development and redevelopment pipeline, our Tyson’s Corner project is just getting stronger and stronger in terms of its reception in the marketplace.

As most of you have been monitoring the residential and the office REITs that have large presences in the DC market, I don’t have to tell you how strong that market is. And we’re very excited about the timing and the opportunity to deliver our new – our expansion of Tyson’s Corner within office and residential component approximately 3 years from now. So we’re very, very positive in terms of how we see this pipeline.

And again, we see the current size to be about $1 billion to $1.5 billion. That’s a combination of developments, redevelopments and acquisitions. And now, as we look at the – how that money will be deployed, I think that it will most likely be deployed on a much more ratable level over a 5-year basis. So on a weighted average, fairly ratably over a 5-year basis.

Turning now to broader issues and broader outlooks, I’d like to comment on Arizona in particular. With our acquisition and increasing our ownership at Kierland as well as increasing our ownership at Desert Sky, it’s appropriate for us to comment on Arizona.

The Arizona marketplace, as Tom mentioned, leads the way for us in terms of comp tip, comp sales, and total sales growth. We’ve got centers like Scottsdale Fashion Square and Arrowhead, Kierland, all approaching or in excess of $600 a square foot as well as Biltmore, all showing very strong sales in the first quarter.

And I would make note, as you probably heard on other mall calls, that March was a surprisingly good month given the late Easter and early returns on April are also very good. So the first quarter of this year’s sales look very strong, and we’re very bullish on that.

Looking at the Arizona market, it is now ranked as being one of the most affordable markets in the United States. This is very good for the opportunity for job growth for external job growth for companies moving into Arizona. 83% of all the households in Phoenix right now are able to afford a medium priced home of $132,000. So it is very affordable. That’s something that when the bubble was in place 3 or 4 years ago, Phoenix had gotten to the point to where it was less affordable, it was stifling some of the external growth in terms of companies moving into Phoenix and Scottsdale Area. But now, with the correction in housing prices, that has reversed itself. And you’ve got major employers coming to Phoenix.

The examples that we’ve seen in the news include Intel announcing in February, a $5 billion investment in a new Chandler facility that opens in a couple of years, adding 1,000 jobs with average salaries over $122,000.

Ebay/PayPal is adding 300 employees to Scottsdale, Macy is expanding their fulfillment center in Goodyear. Amazon is expanding – is expanding their Goodyear facility by 900,000 square feet, Sun Tech is expanding and opening their first U.S. manufacturing plant in Goodyear, in October. It just did that in October. There’s several solar-energy oriented companies that are coming to the marketplace led by First Solar at the old GM proving site in Mesa, which has just announced that their investing $300 million into a new factory there, creating 600 new jobs. And the examples and list goes on of external growth from companies moving into the Arizona predominately the Phoenix/Scottsdale marketplace.

Housing starts have begun to bottom out. I believe they are now currently in the 7,000 housing starts per-year range in Phoenix. At the peak, it had gotten up to 60 or 70,000 housing starts, but most of our friends in the residential community are fairly confident we’ll return to the norm of 30 to 40,000 housing starts per year by the end of next year, which will then create substantial growth in the construction industry and those related jobs.

So we’re very bullish on where we see our Arizona portfolio and I would encourage you to keep an eye on what we’re doing there, and on the growth opportunities that we see there.

Tom mentioned our leasing results, moving to leasing now. And in our annual report we pointed out that – look, the retailers today have clearly defined their strategy to be full-priced stores, outlet stores, and then their Internet dot-com presence. We are very well positioned with them in the full-price arena as we’ve mentioned in previous calls, and the outlet arena. We see that as a logical extension of many of our retailers, part of their overall profitability. We’re monitoring closely that arena and as we mentioned, it’s quite likely that we will enter into that arena as time goes on here.

And then as you take a look at the dot-com presence of our retailers, it is very clear to all of us observers that the dot-com presence of our retailers completely support their brick-and-mortar stores. It also supports our shoppers. It allows our shoppers to go ahead and do their comparison shopping before they come to the mall, so that when they do come to the mall they’re able to shop more efficiently and we are very convinced that the Internet, and the entire dot-com presence of our retailers is very much a positive for us in terms of extending their brand. It’s a cheap form of marketing for our retailers. And as we look forward for ourselves, we are completely convinced that it makes the shopping experience for our shoppers, our ultimate consumers a much more enjoyable and efficient process resulting in higher sales, a better experience, and better rep.

With that, I’d like to open it up for Q&A.

Question-and-Answer Session

Operator

(Operator Instructions). And our first question will come from Christy McElroy with UBS.

Christy McElroy – UBS

Hey, good morning, guys. Art, having raised your forecast for acquisitions, development and redevelopment, is most of the increase weighted towards acquisitions as you’re seeing more opportunities out there? Are you feeling better on the other hand about preleasing of development and redevelopment projects?

Art Coppola

Really both the acquisitions that we’ve got out there of, of particular like Atlas Park that will be significant redevelopment inherent in that. And just in general, we see the opportunity for some selected acquisitions here to be more realistic that we forecast six months ago. You know, six months ago we weren’t even forecasting increasing ownership at Kierland or Desert Sky or Atlas. It’s really both, and we’re also dusting off more and more of our redevelopment plans from the past and we are seeing there are, given the leasing environment opportunities to consider some redevelopment activities in selected markets that really had been taken off of our radar screen 2 ½ years ago.

It’s a combination of both, but the real message here is the pipeline is bigger, it’s more visible and the expenditure will be much more ratable over the next five years.

Now, the ratability is a function of some acquisitions than what we had forecasted six months ago and that’s the message we want to deliver.

Christy McElroy – UBS

Okay. And then with regard to your management company expenses, I understand it can be lumpy from quarter to quarter, but I’m trying to understand exactly what’s the normal recurring expenses in that line? And if I think about the expenses versus what you’re recovering through management company revenues, how would you characterize those net management company expenses? Is that property-level operating expenses or is that G&A?

Tom O’Hern

It’s property level. I mean a lot of what you may think of as G&A gets allocated to properties, but that’s property-level expenses. And the question has come up before. How come that runs at a negative? That’s because the expense line includes 100% of the properties in pro rata share in the JVs, but on the revenue side we don’t charge ourselves a management fee. So that’s always going to run a negative. But if you look at the expense side, here a normal run rate is going to be $20 million to $22 million on expense per quarter.

Christy McElroy – UBS

So is that mostly attributable to property-level operating expenses? Why would that not be reflected in your same-store NOI calculation?

Tom O’Hern

It is.

Christy McElroy – UBS

Oh, it is? I thought you backed it out.

Tom O’Hern

No. The only thing that gets backed out, Christy, is if there is anything that is not same center, it’s not comparable.

Christy McElroy – UBS

Okay.

Tom O’Hern

At a property level, if there is a management fee, it may show up on these statements as a revenue, but at that property it shows up as a management company expense. And that is reflected when we calculate same center.

Operator

And moving on, our next question will come from Quentin Velleley of Citi.

Quentin Velleley – Citi

Good afternoon. I’m here with Michael.

Art Coppola

Hey, guys.

Quentin Velleley – Citi

Hey. Just on the 30-person headcount reduction, can you just talk a little bit more about that; what area that came from and if there’s been any changes to the organizational structure or any changes to the reporting lines?

Art Coppola

Sure. We can address that. It really goes across lines, it really just is a consideration of something that we feel that we need to do periodically now. You know, when we did our reduction in force two years ago as a necessity, we learned that we need to do a better job of pruning from time to time. And it’s really just part of our overall process, trying to prune our portfolio, both on the people side as well as the property side going forward. So it cut across all lines; development, marketing, leasing, all lines. It’s a process of right-sizing as opposed to what we had done two years ago.

Organizationally, we’re trying to continue to keep the organization lean and to operate with maximum speed and efficiency. We think it’s helps us to do that. It also helps us to flatten out some of the organizational structure. And just going forward, we think it’s better positions us. It’s really something that we will be doing periodically, and I think every company really needs to do it periodically otherwise if you wait then it gets to be more painful down the road.

Quentin Velleley – Citi

And then just in terms of the same-store NOI, I’d like to know if that excludes any additional leasing of Mervyn boxes. Can you just give us an update on what’s happening with those additional Mervyn boxes that haven’t had any activity, or haven’t had any activity on the previous call?

Tom O’Hern

Well, we’re down to a very small number, Quentin, of Mervyn’s boxes. I think we’ve got seven or eight right now that are not either leased or have been sold and we’re working on deals on most of those. You know, they’re at a variety of places. Most of those centers are not in our portfolio, but it’s dwindled down to the point where it has a very small impact on us. There’s one particular case, we’re working with T.J. Maxx on a potential deal. Another case we’re working the Safeway on a potential deal. But really, those will have a minimal impact, if any, on earnings in same-center NOI when they come on line.

Michael Bilerman – Citi

Michael Bilerman speaking. Just a quick question. I remember back in ’09 and I can’t remember if there’s something last year. Some of the ventures you had done, the partners had some warrants or options on stock. I didn’t know if those were exercised or where that stands today in terms of our ownership?

Tom O’Hern

Yeah, there were two particular deals where there were warrants issued in the case of GI Partners, which was the mall at Flatiron. Those have been exercised and they’re in the share count and they have been for over a year now. The others are outstanding and haven’t been exercised yet, but they get factored into the diluted share count.

Michael Bilerman – Citi

Okay. Thank you.

Operator

And moving on, we’ll go to Rich Moore of RBC Capital Markets.

Rich Moore – RBC Capital Markets

Hey, guys. Good afternoon.

Art Coppola

Hi.

Rich Moore – RBC Capital Markets

I’m curious, you know, you have this big line, this big new line of credit and would you, Tom, continue to unencumbered assets and maybe put some of the mortgages on the line and then eventually do an unsecured note to take those out, that kind of thing?

Tom O’Hern

Well, it’s certainly a possibility, Rich. I mean, today we’ve got a couple more assets we plan to un-encumber this year when the prepayment window opens and that’s at Rimrock and Pacific View and when that’s done we’ll have about 95 million of NOI coming from unencumbered assets. That certainly gives us capacity if we decide to go in and put mortgages on those. Obviously as Art indicated, we expected to be very active over the next five years, so we felt that a $1.5 billion line was the right size and having the flexibility to pick it up to $2 billion gives us even more flexibility. I mean, we do have some converts that are maturing in 2012 and we kept that in mind when we structured the transaction.

The balance sheet today has a lot of capacity, that’s for sure and there’s any number of ways we could proceed going forward.

Rich Moore – RBC Capital Markets

Okay, so would you – do you think you’d think about the unsecured route at all or is that not really something you’re interested in?

Tom O’Hern

Well, after seeing the response to the line of credit, Rich, there’s a very deep bank market for unsecured notes even on rated notes. And we have no intention of going in and getting a rating but that does not mean that we would not – if the terms weren’t right and the pricing wasn’t attractive, that would not preclude us from doing an unsecured bank note. We’ve done that in the past pretty successfully and there’s a strong market for that right now.

Rich Moore – RBC Capital Markets

Okay. All right, good. Thank you. And then when you guys look at the outlet center world, are you in a mode where tenants, Art, are saying, you know, if you come up with something, if you show us something, we’d be interested because we’re interested in outlets, or have you actually found maybe some sites that you think are interesting to you and you’re showing to tenants to see what they’re interests is?

Art Coppola

Both.

Rich Moore – RBC Capital Markets

So there’s a possibility you could be further down the road maybe then maybe I had thought originally here?

Art Coppola

Well, I never want to try and figure out where you’re – what you’re thinking now. But yeah, I’d say, look, we’re taking this very cautiously and we first started talking about this about nine months ago. The one thing we are clear about is that the retailers are very clear in their strategy; full price, outlet, dot-com; three strategies. You know, with the vast majority of the focus on full price, but the other two – distribution channels enhancing the profitability. And we think that given our size with all of our retailers that we should have touching points with them in all three distribution channels. And we do intend to do that, we intend to support their dot-com strategies in various ways and to the extent that their outlet expansion strategies and our sites happen to coincide, then we should support their growth strategies in those arenas too.

So look, it’s something we take very seriously. If it happens, it will have been well thought out. If it doesn’t happen, you know, it was never in our five-year business plan last year anyway. But I think that there’s clearly an opportunity for some very select limited growth for us in this arena and I think that the retailers would welcome that if it was the right sites and if it was properly supported with our efforts and our focus and our intention. Then if we do something, no matter where it is, whether it be Santa Monica Place delivering that quality of center in Santa Monica or if it’d be Desert Sky in Phoenix and delivering a center that caters to the Hispanic market there; whatever we do, we’re going to serve our markets and that includes our retailers and their strategy and then the ultimate demographics.

So that’s the overall plan. We’re feeling pretty confident that it’s an arena that we need to continue to explore very seriously. I hope that answers your question.

Rich Moore – RBC Capital Markets

Yes. That’s good. Thank you. And then the last thing for me is, with all the opportunities you guys have or that you’re looking at, would you consider accelerating your asset recycling, do some more dispositions at this point to fund some of that?

Art Coppola

You know, dispositions are not something that you can accelerate or decelerate unless you have a commodities product. If you have a commodity product, you know, triple-net lease asset or something like that, you can pretty much put it on the trading block and it will trade at a price. Malls, you know, are a little bit more difficult on the disposition side. Our guidance to you would be that over the next five years that we will dispose of, my guess, at least $500 million of assets. They’ll be lower-quality assets, well under $300 a square foot and if you think about a portfolio balancing act, we see ourselves adding a billion to a billion-five investment into very high-quality retail centers either through acquisition, expansion, redevelopment or development. And then we see ourselves disposing of say $500 million of assets that we consider to be non-core or that we don’t see our opportunity to have great growth in, assets that generally are doing, let’s say on average $250 a square foot.

That’s the master portfolio plan at this point in time.

Rich Moore – RBC Capital Markets

All right. Very good. Thank you, guys.

Art Coppola

Thank you.

Operator

And moving on, we’ll go to Craig Schmidt of Bank of America/Merrill Lynch

Art Coppola

Hey, Craig.

Craig Schmidt – Bank of America/Merrill Lynch

Hey, thanks for taking the call. My questions are on Santa Monica Place. I wonder if you could tell me the size of True Foods Kitchen on the main floor and the size of the Market on the third floor?

Art Coppola

Yeah, I’d probably be guessing on True Foods. I think it’s about 6 or 7,000 square feet. They open May 9th. Last night actually was their celebrity private soft opening. It’s going to do great, it’s right next door to Second Street Valet on the first level, which will balance out our presentation by having a great food operator on the first level of the center. And you know, we’ve got great experience with Sam Fox, we have multiple, multiple restaurants with him with different concepts in the Arizona marketplace. He’s a terrific restaurateur. We have True Foods at Biltmore. It’s a fabulous center and – restaurant. And the Market Place is about 17,000 square feet give or take. There’s a little over 20 vendors that are in there. We’re really excited about that. We think that has a potential of being really almost an anchor to Santa Monica Place and there’s a lot more information on the Market at Santa Monica on Facebook or our property website. Instead of repeating everything, you can see it there. That’s where I would direct you.

Craig Schmidt – Bank of America/Merrill Lynch

Are you getting a lot of support from the foodies in LA given these developments?

Art Coppola

Actually, we just hosted on April 14 and 15 a two-day event on the third level of – which is – we’ve been holding back. We’ve warehoused that of the old Macy’s building, which is on top of Bloomingdale’s, we hosted Artisanal LA, their semiannual event. I think we had 10,000 foodies through the event. We probably had 100 or so vendors in there, all organic food types of vendors and very much the foodie community. We think that the restaurant and the food and the artisanal community is extremely excited about what we’re doing at Santa Monica. You know, it is really very connected to the Santa Monica farmer’s market and there’ll actually be a vendor, I think, that will have the best of the farmer’s market. There will be a cooking school that will have chefs, famous chefs in Southern California demonstrating how to prepare certain foods that they have bought that morning, let’s say, at the farmer’s market just two blocks away.

So the foodies are really excited about what’s happening here. And that’s really – when you think about our demographic for Santa Monica Place, that’s part of our core demographic when you think about who we’re catering to. So it’s going to be great.

Craig Schmidt – Bank of America/Merrill Lynch

Okay. And then just finally, the space on top of Bloomingdales, do you still plan to convert that to smaller shop space?

Art Coppola

No, it was really never small-shop space. We’re not sure what we’re going to do with it. Right now we have set it up so that it is available for events and we’re hosting events there, which is driving traffic to the third level. So we’re using it as an event center and with that, it will support the restaurants on the third level as well as drive traffic to the center and it’s really just sitting there in inventory for us to decide what we want to do with it long term. And having it as an event center could be what we do long term. Taking the market place and turning it into a much grander plan could also be what could happen, where we would expand the Market Place into that third level, which is 45,000 square feet of space right across from the Market Place. And I would remind you that that third level is right at the corner of 4th and Colorado overlooking the new Rail Station that opens four years from now, which is the Light Rail that will connect Santa Monica to LA Live Downtown. Not that there’s going to be that many people go to see the Lakers games probably four years from now, we’re very excited about it. It’s an unbelievable location and we’re really keeping our optionality by using it as an event center right now. And people going into it right now, there’s views, two panoramic views of the city looking east and south and they just can’t believe the space. So it just really enhances the feel of that third level and it becomes more and more and more a destination which is really what we’re looking for.

Craig Schmidt – Bank of America/Merrill Lynch

Great. Thank you.

Art Coppola

Thanks.

Operator

And our next questions will come from Michael Mueller with JP Morgan.

Michael Mueller – JP Morgan

Yeah, hi. Going back to capital employment, you talk about being more bullish on acquisitions and should we think about that as similar to what we saw with Kierland and Desert Sky where you’re buying out partner interest, or are you thinking a little bit more about just pure third-party acquisitions?

Art Coppola

Yeah, I’m not sure. It’s really just in the overall mix. Let us let the hand play out for you. We just wanted to give you visibility into what we see, so we can give you good visibly that, you know, six months ago we told you 750 million to about a billion of development, redevelopment and maybe some acquisition activity over the next five years. Now we’re raising those number substantially. And part of the confidence is due to the acquisitions that we just did and there may be some more coming down the pipeline. But let the hand play out if you will, please.

Michael Mueller – JP Morgan

Okay. And then thinking about the development and redevelopment components of that, you talked about the pipeline – the timeline being a little flatter over the five-year period. And you’ve talked about the other Tyson’s deal, obviously, but can you maybe bucket some of the redevelopments that we could see earlier in that five-year phase and then the ones that are likely to be later?

Art Coppola

Yeah, the redevelopments won’t be accelerated beyond – or the developments of what we’ve already talked about. So what will fill up the bucket in the next year or two would be in the acquisition arena most likely.

Michael Mueller – JP Morgan

Okay, got it.

Art Coppola

Development activity associated with acquisitions, ala, Atlas Park, for example, but there may be other acquisitions that are out there that could have some development components to them.

Michael Mueller – JP Morgan

Okay. Thanks.

Art Coppola

Thank you.

Operator

And moving on, our next question will come from Alex Goldfarb of Sandler O’Neill

Art Coppola

Hey, Alex.

Alexander Goldfarb – Sandler O’Neill

Hey. I guess it’s still morning out there, so good morning. On the Phoenix, I don’t think I heard you mention the Goodyear Mall. I think on the last call you mentioned starting that mall development later this year. I just want to see if that’s still on track or if that was more sort of a broad-based comment that you intend to restart the development out there and it wasn’t meant to target a specific, you know, date?

Art Coppola

As I rattled through the employers that are expanding, you probably took note that five of them were in Goodyear, six of them actually.

Alexander Goldfarb – Sandler O’Neill

Right.

Art Coppola

So there’s a lot of activity there. It remains the most underserved market in the entire Phoenix MetroPlex. So you know, we’re still very confident that we’ve got a great site, the retailers are still very interested in it. We’ve said previously that we see that most likely as being out there three years from now, but you know, definitely in the next three-to-five year horizon, but I’d say closer to three. It looks very solid, it’s just a question of when we decide to pull the trigger. And I think we did indicate earlier that it would be quite possible that we would pull the trigger by the end of this year and we’ll see how it goes. It is still quite possible to do that. The good signs are on the ground at Goodyear and there’s a situation where the concerns that some people have about the dot-com world, I think four of the six companies that I mentioned that were expanding in Goodyear are expanding their national or international distribution and fulfillment centers for their dot-com arenas and employing lots of people, generating a lot of activity. It cuts both ways.

Alexander Goldfarb – Sandler O’Neill

Okay. And then switching coasts, your comments about Atlas Park and major redevelopment, I just want to get a sense of how it’s – now that you’ve had the asset for a few months, how it’s going – if you think it’s going to be sort of a complete scrape, keep the garages, or if you think that maybe you can make the existing layout work.

Art Coppola

I may have misspoke if I said major redevelopment associated with Atlas Park. I do see some development activity associated with that, but most likely more in the remerchandising arena. The more significant major redevelopment or development activities that could be associated with an acquisition might relate to some other opportunities out there that we’re looking at, not necessarily Atlas Park. What we’re going to do at Atlas Park will most likely be confined to the four walls that are there of the buildings today, but it will be a significant change for the merchandising mix we think going forward.

Alexander Goldfarb – Sandler O’Neill

Okay. Final question is, as you focus more on the Hispanic market, just sort of curious if there’s, you know, any South American or Mexican, or other similar retailers that you may bring north of the border to bring to the 12 centers that you spoke about?

Art Coppola

You know, we’re kind of still working in that arena. And – we were one of the first companies, if not the first company to do business with a department store based here in Los Angeles, La Curaco, and we know have a couple of locations with them and they’re a great anchor to our Panorama mall as well as Desert Sky. And Los Angeles, Southern California is a great hot bed. We don’t have to look much beyond this market for retailers that do well in Hispanic markets. So really, this is where we look and this is really the breeding ground right here in Southern California.

Alexander Goldfarb – Sandler O’Neill

Okay. Thank you.

Art Coppola

Thank you.

Operator

Next we’ll go to Cedric Lachance of Green Street Advisors.

Cedric Lachance – Green Street Advisors

Hi. Just to stay on the Hispanic theme, are there more centers where you think you can move to serving the Hispanic population a little more either in your portfolio or actually more as an acquisition target where you can reposition the assets?

Art Coppola

Clearly in our portfolio we’ve identified that we can do a better job in about a dozen of our properties and we’re taking it a little slowly here with Desert Sky to try and perfect the model. A lot of it has to do with marketing and the way that you market the property and if you – I’m not going to go into it right now, but it’s all sitting right there on Facebook and our property website on Desert Sky and just some news about what we’re doing marketing wise there to give you a clue, we really do see marketing as being a virtual anchor to a Hispanic center and we think that a number of our centers ranging from Inland Center, to Pacific View, Ventura to Northridge in Salinas, Stonewood Downey, Panorama, there’s about a dozen of them in our portfolio where we have a predominance of our population, well over half in our trade area is Hispanic. And we’re just not doing as good as job as we should be doing and there’s opportunities to do better and there’s opportunities to create a property that is much more focused on its community. I’m very confident that this is going to be something that’s going to reflect itself in good operating results for us. It could reflect itself in growth for the company outside of the properties that we own today. The interesting thing I would also make note of is don’t get too focused on sales per foot in centers that cater here to these trade areas.

Desert Sky, for example, does under $300 a square foot. But I can tell you that it’s a very vibrant center, that sales are on a definite uptick, and more important, rents are on a definite uptick and NOI is on a definite uptick. So we see this as something – we’re based here in the melting pot of the world with the predominance of our population being Hispanic. And again, as I mentioned in my earlier remarks, over half the growth in the U.S. is going to come from the Hispanic market. So it would be crazy for us not to say to ourselves, we can do a lot better job at targeting that customer. And that’s really what we’re trying to do.

Cedric Lachance – Green Street Advisors

Okay. And then in regards to the credit quality of the tenant base and your ability to push OCRs, how do you underwrite your tenants and how far can you push the OCRs?

Art Coppola

Of our portfolio?

Cedric Lachance – Green Street Advisors

When you look at Hispanic-focused centers.

Art Coppola

You can’t look at that metric because of the sales number and the profit margins. So sales can have higher profit margins that would be apparent to others and you can have costs of occupancies that on the surface appear to be high and yet the tenants are definitely willing to still pay the rent, which means they’re making money.

Cedric Lachance – Green Street Advisors

Okay. And then just going back to the entire portfolio, what percentage of your portfolio currently is on the short-term leases?

Art Coppola

Tom, do you want to address that?

Tom O’Hern

Yeah, today what I would call very short-term, between six months and a year, is about 5%. Then if you take the next segment, which is shorter term than normal of beyond a year but less than three years, that’s probably another 20%. And we think that that’s been shrinking over the last year. A lot of those deals were done in ’08 and ’09 and we’ll see those burning off over the next couple years and get to a more normal level where we have probably less than 10%, less than the three years.

Cedric Lachance – Green Street Advisors

Okay. And in terms of the rent differential, how far – where are those rents in the short-term leases versus your full-price market rent?

Tom O’Hern

Well, I’ll speak to the 5% that we really call temporary occupancy. It hits our occupancy number and that number at a low is 2%, at a high is probably 6%. We’re at 5% today. And on average those are about half of our average rent. So if our average rent is 44 on those type of tenants, it tends to be about half of that.

Cedric Lachance – Green Street Advisors

Okay, great . Thank you.

Tom O’Hern

Thanks.

Operator

And moving on, we’ll go to Ben Yang of Keefe, Bruyette and Woods.

Ben Yang – Keefe, Bruyette & Woods

Hi, good morning. Following on an earlier question of possibly taking back share of some of the malls you joint ventured back in 2009, do you have any thoughts on what it would take to buy your partner at maybe a Queens Center just to kind of give an idea of how far CAP rates have come in since the crisis back in 2009? And I ask because I would imagine you have greater insight since you still own and operate those particular properties as well.

Art Coppola

Was the question what has happened to CAP rates on malls like Queens?

Ben Yang – Keefe, Bruyette & Woods

I’m just curious if you were to have those conversations with your partner, I mean, is it 200 basis point lower than what you sold it for? Is it more than that? Is it less than that? Just to kind of get an idea of maybe a market for what high-quality malls would be today.

Art Coppola

That’s a fair question. First of all, look, our partnership with Cadillac Fairview there at Queens is a long-term partnership and that particular joint venture had been talked about for six years prior to the time that it occurred and we view it as a long-term partnership. So you know, please don’t think by any stretch that there would be any conversation about buying that partnership out because there is not. They’re a terrific partner.

But if you want to look at the joint ventures that we did, the three big joint ventures that we did a couple of years ago, I’d say CAP rates have easily reduced, they’ve come down 200, 250 basis points on average. If you were to market the centers and sell 100% of the centers today, I don’t know, the number could be 250 easily from where they were a couple of years ago.

Ben Yang – Keefe, Bruyette & Woods

You mention your partner at Queens being a long-term holder, how about your partners at Flatiron and some of the other properties that you joint ventured?

Art Coppola

You know, we value those as – we were very careful in selecting our partners there. And each of our partners that we brought into the company either by expanding the current investment in properties with us or bringing them in as a new partner have huge appetites for more growth with us. And you know, those were not sales, they were strategic relationships. We have great relations with all of our partners including the ones that we expanded or brought in new in 2009. So we view them, I may have mentioned it in previous calls, you know, look our private equity stakeholders are our partners and there are times that they are extremely important to the health of this company and they were vital to the survival of Macerich in 2009. And they’re very strategic and helpful as we think about new business. We’ve had partners that helped us source new deals, so we view it as an asset to the company and definitely part of our long-term capital plan, capital stack and method of doing business. I hope that answers your question.

Ben Yang – Keefe, Bruyette & Woods

It does. It’s helpful. And then given the higher Macerich guidance, are they approaching you about teaming up with potential acquisitions similar to what you did with Atlas Park or is that not the conversation you’re having today?

Art Coppola

We’ve got a lot of – several, several billion dollars of appetite amongst our existing partners to grow their business with us. I’m not going to try to list them all because I don’t want to leave anybody out, but virtually all of our existing partners want to do new business with us. They’ve got plenty of capital to do it, it’s just a question of finding the right opportunities. That’s just a question of going forward.

Ben Yang – Keefe, Bruyette & Woods

Okay, and just a final question. The several billion dollars of appetite, how far down the quality spectrum does that appetite go to? I mean, is there – down to $300 a foot? Is it only 400 a foot and above in terms of the sales? What does that look like?

Art Coppola

On a broad market basis, the institutional capital today is willing to go into the B markets, whether it be B markets or B sales as measured by folks like Green Street. So you know, the $300-a-foot assets. Are there institutional investors that are willing to invest in those today? It appears that there are, which is something that we had predicted would happen back in January of last year and it hasn’t – it has not been self-evident or reported in the marketplace yet, but I see it happening. Our current partners, if we can – if say look, we have a business plan to make money off of a $300-a-square-foot group of assets, they would be there with us all day long. But that has not been our recent focus and it’s not really our current focus.

Ben Yang – Keefe, Bruyette & Woods

Okay, great. Thank you very much.

Operator

Moving on, we’ll go to Tayo Okusanya with Jefferies & Co.

Omatayo Okusanya – Jefferies & Co.

Yes, good morning. A couple of questions. Could you just give us an update on the status with the foreclosures on Valley View as well as Granite Run?

Tom O’Hern

Sure, Tayo. On Valley View it’s been in the hands of the receiver for nine months. It’s currently being marketed and once that is sold it will be officially off our books. We are not investing any additional cash into that project. We’re showing a small, maybe $500,000 a quarter negative accrual, operating accrual on that. That’s the only real impact on the results for the quarter and we expect that to be gone either in the second quarter or the third quarter.

In terms of Granite Run, that has been in the hands of the servicer. That’s a joint venture property that was managed by our partner. They made the recommendation, we concurred, it went back to the servicer and there was a Deed in Lieu completed on April 1 or 2. As of the beginning of the second quarter, that is no longer on our books.

Omatayo Okusanya – Jefferies & Co.

And has that impacted the number in any way?

Tom O’Hern

There will be a gain on early extinguishment of debt on that one in the second quarter on Granite Run.

Omatayo Okusanya – Jefferies & Co.

Okay. that’s the first question. Then the second question, can you tell us about the situation with Anchor Blue in your mall?

Tom O’Hern

Yeah, we talked about that a little bit on the last call I believe. We had a total of 20 Anchor Blues, about 112,000 square feet. And quite a bit of that has already been spoken for. I think about 1/3 of that is already been spoken for. A lot of the rest of it is in negotiation. We’re talking with people. We’ve got a couple deals with Tilly’s. We’re talking to Papaya for one, K-Momo for another. Limited on another, Joppa for three, Rue 21. There’s been a lot of activity and generally speaking, it’s pretty good space. On average they were paying a rent of about $25 a foot, far less than our average. So we expect to do pretty well on the releasing of that space.

Omatayo Okusanya – Jefferies & Co.

Okay. Are you expecting the new rents to be higher?

Tom O’Hern

Yes.

Omatayo Okusanya – Jefferies & Co.

And then the management company operating expense is post the restructuring, what kind of savings are you expecting to get?

Tom O’Hern

Well, the 3 million that I mentioned was roughly equal to one year’s salary. So we’ll see, about 750,000 in savings a quarter.

Omatayo Okusanya – Jefferies & Co.

Thank you very much.

Art Coppola

All right, thank you.

Operator

And next we’ll go to Vincent Chao with Deutsche Bank.

Vincent Chao – Deutsche Bank

Hey, good morning, guys. Going back to the pipeline discussion, just given how rents have trended and things and also material costs, I was just wondering if your yield expectations have changed at all on the development side of that pipeline?

Art Coppola

Could you repeat that please?

Vincent Chao – Deutsche Bank

I'm just wondering on the development side of the capital deployment plan, have there been any changes in your expected yields there given how rents have trended as well as how material costs may be trending?

Art Coppola

I’d say overall things are improving, the overall outlook in terms of development returns for many, many different reasons. You touched on a couple of them, yes, construction costs getting to be more reasonable in certain areas. Just broad markets getting better. I mentioned in my early comments, I mean, you all cover the office and the residential company that do a lot of business in Washington D.C. so you know how hot that market is. And we’ve got our pro rata share, 50% of a $400 million development of an office and residential tower that’s going to be delivered in three years. That market’s on fire in D.C. So those are macro indicators.

I’d say, you know, trending up, but still in the 8 to 10% targeted returns on development, redevelopment that we’ve talked about back in November. But looking better.

Vincent Chao – Deutsche Bank

Okay, thank you. And then just a couple more run rate questions. In terms of the income tax benefits, last quarter I think that was discussed as maybe 5 million for the year from NOL burn offs and it looks like you’ve burn through most of that already. I’m just wondering if that outlook has changed at all? Should we expect more benefits going forward?

Tom O’Hern

You know, it’s generally a relatively small number per quarter, you know, 1 to 2 million is what we rode on average. If I had to put something for a run rate, I think I’d put 1 million and that would likely be a little conservative.

Vincent Chao – Deutsche Bank

Okay. And then I know we talked about the management company expenses booked in the quarter, but the G&A line itself also looked like it was kind of elevated relative to where you talked about run rates in the past at about 4 to $6 million range. I just wonder if you could provide some color on what was going on there?

Tom O’Hern

Well, this first quarter could be heavy because you’ve got your 10-K, you’ve got a lot of your costs, you’ve got your audit costs, things like that that are pure G&A. So that’s – that number isn’t going to be flat through the quarter. If you take a look at it versus the first quarter 2010, we’re virtually right on top of the first quarter of 2010 at 7.5 million last year versus 7.6 this year. You know, through the course of the year that may be 20 to 22 million, but the first quarter is going to be the highest quarter and it historically has been.

Vincent Chao – Deutsche Bank

Okay, thank you very much.

Operator

And now I’ll turn it back to Art Coppola for any additional or closing remarks.

Art Coppola

Thank you. Thank you for joining us. Another gentle reminder, get out there and shop for Mother’s Day. For those of you visiting Southern California, please come see our new market at Santa Monica Place. It’s opening May 20th. Those of you that are going to see us at the ICSC in a couple of weeks, we look forward to seeing you there. Our meeting schedules are very strong and we look forward to seeing you soon. Thank you very much.

Operator

And that does conclude today’s conference. We’d like to thank you all for your participation.

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