CBL & Associates Properties, Inc.
Q3 2008 Earnings Call Transcript

Published: 6 Nov 2008

[Operator:]

Good day and welcome to the CBL & Associates Properties, Inc. conference call. (Operator Instructions) At this time for opening remarks, I would like to turn the conference over to John Foy, Chief Financial Officer. Please go ahead, sir.

[John Foy:]

Thank you and good morning. We appreciate your participation in the CBL & Associates Properties Inc. conference call to discuss third quarter results. Joining me today is Stephen Lebovitz, President and Katie Reinsmidt, Director of Corporate Communications and Investor Relations, who will begin by reading our Safe Harbor disclosure.

[Katie Reinsmidt:]

This conference call contains forward-looking statements within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, 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 the Management's Discussion and Analysis of Financial Condition and Results of Operations included therein, for discussion of such risks and uncertainties. During our discussion today, references made to per share are based on a fully diluted converted share. A transcript of today's comments, the earnings release and additional supplement schedules will be furnished to the SEC on Form 8-K and will be available on our website. This call will also be available for replay on the Internet through a link on our website at cblproperties.com. This conference call is the property of CBL & Associates Properties, Inc. Any redistribution, retransmission, or rebroadcast of this call without the expressed written consent of CBL is strictly prohibited. During this conference call, the company may discuss non-GAAP financial measures as defined by SEC Regulation G. A description of each non-GAAP measure and a reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure will be included in the earnings release that is furnished on Form 8-K.

[John Foy:]

Thank you, Katie. Two of our primary objectives given the continued challenges at the time in the capital markets and economy are creating liquidity and maintaining our earnings growth. We are focused on achieving these goals through a number of methods and we would like to take a few minutes to walk everyone through them. I’ll begin by discussing our debt maturities and capital sources. Stephen will discuss the operations and development a little later in the call and then hand it back to me for the financial review. In September, we announced the completion of $288.1 million of new financings to refinance mortgages expiring in 2008, secured by Hanes Mall, RiverGate Mall, Village at RiverGate, Hickory Hollow Mall and Courtyard at Hickory Hallow. We used the portion of the proceeds from the financing to pay off the existing $84.6 million loans secured by Meridian Mall in Okemos, Michigan completing addressing all of our 2008 maturities. We also entered into a commitment with Wells Fargo bank for a new term loan of up to $82.9 million secured by Meridian Mall. We expect to initially close on $40 million within 30 days. As we bring in additional participants to this loan, we will increase the loan up to the $82.9 million. In 2009, excluding the loans with extension options, we have approximately $309 billion of mortgages coming due. All of these loans are property-specific and non-recourse to the company. All the mortgages are held by life insurances companies except for $53 million CMBS loan that matures in December. Based upon the existing loan amount, at a conservative estimate of valuation, the current average loan to value of these mortgages are under 50%. The quality of properties is good with a long history of sound and stable NOI. We are already in the process of discussing these loans with life insurance companies, pension funds and other capital sources and we believe that we will be able to successfully refinance these loans with estimated excess financing proceeds of $10 million to $50 million. We have one term loan on the recently-opened development project, Milford Marketplace which comes due in 2009. We will refinance or pay off this $18.8 million loan. All of our construction loans have extension options available that extend the maturity dates to 2010 and beyond. We have enhanced the disclosure and the supplemental to include this extension information. As to our lines of credit, we have total capacity of $1.19 billion including two principal facilities that are led by Well’s Fargo. The $525 million secured facility has an expiration date of 2009. We have exercised extension option on this for maturity of 2010, are in discussions for extensions beyond that. The $560 million unsecured facility has an expiration date of August 2009 with two additional one-year extension options for an outside maturity date of August 2011. We are not only in compliance but have ample room within all our debt covenants. Our debt to gross asset value at September 30, 2008 was 55%, well under the required maximum of 65%. We’ve included the list of our major covenants in the supplemental which demonstrates our sufficient coverage. We’ve also stressed tested our covenants to assume changes in the cap rate assumptions at 100 basis points increase. We maintain adequate room within our covenants. At September 30, we had approximately $114 million of remaining capacity and lines of credit and cash of approximately $50 million dollars. We have a number of other potential sources of capital, including asset dispositions. Year-to-date, we’ve completed the sales of approximately $52 million of community centers and office buildings. We’re on discussions on a couple of others and we’d hope to have announcements to make by year end. We are also exploring joint venture opportunities although it is much too early to discuss specifics. Finally, we announced yesterday that the Board had made the decision to reduce the quarterly dividend rate to $0.37 per share from $0.545 per share. While the current dividend was sufficiently covered by cash flow, we believe that the reduction was a prudent decision based on the continued volatility in the financial markets. The market has clearly indicated that liquidity is more valuable today than maintaining a high dividend. This reduction would generate approximately $80 million in additional free cash flow on an annual basis, providing us with even more flexibility. Based on yesterday’s stock price, we offer our investors a current annual dividend yield 14.9% which we still view as highly attractive and is well covered by cash flow. Now, we will turn the call over to Stephen.

[Stephen Lebovitz:]

Thank you, John. As John mentioned, we are focused on maintaining our NOI and earnings despite weakness in the general economy. In late 2007, we saw signs of weakness in retail sales and began reducing our capital spending to offset the anticipated rent loss. We are focused on reducing operating costs of the properties and have been successful in lowering expenses and taking advantage of economies of scale. Given that the majority of our portfolio is on fixed cam (ph 00

[John Foy:]

Thank you, Stephen. This quarter we achieved a 7.8% increase in FFO per share to $0.82, compared with $0.76 per share in the prior year period. During the third quarter, we recorded a non-cash loss on the impairment of marketable securities of $5.8 million related to the further decline in market value of equity securities the company holds. These securities were written down from $21.3 million to the September 30 value of $15.5 million. This write down was partially offset by fee income of $8 million received from affiliate of Centro related to the Galileo transaction in 2005. FFO per share in the quarter included lease termination fees and out parcel sales of $0.09 per share or $0.06 higher in the third quarter 2008 and in the prior year period. This was off set by an increase in the income tax provision of $0.05 as well as a $0.01 decline in the net below market lease amortization. FFO was positively impacted by properties acquired in the prior year and lower interest expense on floating rate debt during the quarter. Same-center NOI declined 1.6% for the quarter and declined 1% for the nine months ended September 30, 2008 compared with the prior year. Same-center NOI continues to experience pressure from the ongoing bankruptcies and store closures. Our cost recovery ratio for the quarter ended September 30, 2008 was 97% compared with the 105% in the prior year period. G&A represented approximately 3.4% of total revenues in the third quarter ended September 30, 2008 compared with 3.3% of revenues for the quarter ended September 30, 2007. An increase in state taxes contributed to the rise in G&A during the quarter. Our debt-to-market capitalization ratio was 71.2% as of the end of September 30 compared with 54.3% as of the end of the prior year period. The increase in our debt-to-market capital is primarily a result of the decline in our stock price. Variable rate debt was 17.9% of the total market capitalization as of the end of September, versus 10.9% as of the end of the prior year period. Variable rate debt represented 25.2% of CBL share of consolidated and unconsolidated debt compared with 20.1% for the prior year period. Our EBITDA to interest coverage ratio for the quarter ended September 30, 2008 was 2.39 times compared with 2.27 times for the prior year period. We are maintaining our FFO guidance for 2008 at the lower end of $3.46 to $3.56 per share. The guidance assumes NOI growth of a negative 1% to 2% which is revised from our original projections of flat to 2%. The guidance also assumes out parcel sales of $0.12 to $0.16 per share and does not include any unannounced acquisitions or dispositions. Last quarter, we spoke to you about the importance of maintaining strong relationships and the recent events in the marketplace have continued to reinforce this importance. We spend a great deal of time fostering strong and positive relationships and believe that this will be an important differentiator as we moved forward in the difficult environment. We are taking proper steps to ensure the long-term strength of the CBL including the dividend reduction and even more cautious approach to our pipeline and new developments and focus on improving results in our core portfolio. The management continues to own more than 20% of the company and we are committed to maximizing long-term value. We appreciate your joining us today and we’d now be happy to answer any questions you might have.

[Operator:]

Thank you, sir. Ladies and gentleman, we’ll now begin the question and answer session. (Operator Instructions) Our first question comes from the line of David Fick with Stifel Nicolaus, please go ahead.

[David Fick:]

Good afternoon.

[John Foy:]

Hi, David.

[David Fick:]

Can you walk us through the dividend cut calculation? Did you just take it to what you estimate to be the minimum payout under the re (ph 00

[John Foy:]

Yes.

[David Fick:]

That’s the answer. That’s your estimate for this year and what do you think about next year?

[John Foy:]

There is some cushion in there, David. Not a significant amount of cushion, but there is a little.

[David Fick:]

Okay and how about next year?

[John Foy:]

The same computation went in to determine next year’s as well.

[David Fick:]

Okay. What is your educated guess right now on same store guidance? Can you just walkthrough how you’re getting there? Well, given all the moving pieces in Linen’s, Steve & Barry’s and so forth?

[Stephen Lebovitz:]

Well, we’ve taken that into account and what we came up with the reduced same store of minus 1% to minus 2% for the year. So that takes into account the what we know now in terms of Steve & Barry’s and Linens-N-Things which is what we – where we expected to end up although in this environment, you never know what can happen.

[David Fick:]

Okay. What are you assuming about seasonal retailers leasing?

[Stephen Lebovitz:]

We reduced our internal projections by about a little more than $1 million at this point and now we’ve got – I mean most of those are November, December terms that they signed up for so we have pretty good feel for at this point.

[David Fick:]

Great. I think Nate has one of the questions.

[Nathan Isbee:]

Good morning. Can you talked a little bit about the renegotiated term loan and what might I have caused your new lender to backout on full commitment?

[John Foy:]

They didn’t backout. We basically didn’t see the need to take down the $482 million – the $82.9 million at this time so we basically said, let’s structure in a way that basically is more cost-efficient and cost-effective for us so there is no backdown or backout of the $82.9 million. I think we’ve previously announced that they’d be $85 million so there was a little reduction basically in that loan, but that’s the thought process. We basically attempt to use our lowest cost of funds; same thing applies with regard to our lines of credit, we used those versus using construction loans although we have construction loans in place so that we always have that flexibility and we’re always focus on trying to use the lowest cost of the funds.

[Nathan Isbee:]

And the recourse levels are remained the same?

[John Foy:]

Yes. That remains the same on that loan.

[Nathan Isbee:]

Thank you.

[John Foy:]

Thanks, Nate.

[Operator:]

Thank you, gentlemen. Our next question comes from the line of Michael Mueller with JPMorgan. Please go ahead.

[John Foy:]

Hey, Michael

[Michael Mueller:]

Hi, how are you? Let me see. What is the best guess when you start to look out to 2009 and think about occupancy? I know you guys don’t have budgets out but it sounds like you made progress on ’09 leasing. How much do you think occupancy roads over the next year based on what you see today?

[Stephen Lebovitz:]

Well, we had said that we would end this year probably about 100 basis points below where we were to end of ’07 and we’re – maybe going to be closer to 150 basis points below. We’re not sure but – and so going into next year, we expect to see probably another 100 basis points to 150 basis points of reduction in occupancy.

[Michael Mueller:]

Okay. So theoretically you’d have comparable same-store numbers to what you’re putting up now, it seems like. Okay.

[Stephen Lebovitz:]

I wouldn’t just – what really that same-store numbers this year were driven by the store closures. I mean if we didn’t have the Steve & Barry’s and Linens 'n Things and some of those store closures then we would have been on track with our original range of 0% to 2%. And next year, we’re going to be coming off that lower level – and we have budgeted the 100 basis point decrease in this year. So some of the – because of the way occupancy is based on the retailers under 20,000 square feet, some of the bigger boxes that hit us this year weren’t included in that occupancy calculation.

[Michael Mueller:]

Okay, but when you said for ’09 you were expecting another 100, 150 basis points, is that below the ending ’08 level?

[Stephen Lebovitz:]

Yes, but we also will have the releasing of the boxes. Hopefully some of those will kick in – and we have other sources that we will use to compensate that. Plus, the other thing that I talked about was we’ve been reducing our expenses. We anticipated that we’re going to have this fall-off in the revenue side so we’re really focused on trying to end up with positive same-store NOI growth.

[Michael Mueller:]

Okay. Got you. And then on the office asset sales, is that still active in terms of trying to market those or is that kind of on hold at this point? Any comments on pricing in terms of what you’re seeing in the market?

[Stephen Lebovitz:]

It’s still active. Most of those are transactions that are in the $5 million to $20 million range and they’re local buyers and we haven’t seen an impact on pricing. There are probably fewer buyers out there and buyers are having a tough time getting financing but we haven’t seen an impact on pricing. We’re still marketing just as we have been all year.

[Michael Mueller:]

Okay, thank you.

[Stephen Lebovitz:]

Thank you, Paul.

[Operator:]

Thank you, sir. Our next question comes from the line of Paul Morgan with Friedman, Billings, Ramsey. Please go ahead.

[Paul Morgan:]

Good morning. You mentioned the stress test when you were looking at the covenant for that gross asset value. Does that – plus 100 basis in cap rate, where does that take the absolute cap rate to?

[John Foy:]

It’s conservative from where we are today. The cap rates that the banks use basically were higher than what we would normally see in the market today. So at the request of the banks, we don’t put out the cap rate that they use but I can assure you that the banks are very conservative in using the initial cap rate and we wanted to be even more conservative to stress that to make certain that our lines were fine.

[Paul Morgan:]

Okay and then was it also – did you also stress the NOI?

[John Foy:]

Yes.

[Paul Morgan:]

Or is it based on in place NOI?

[John Foy:]

Yes, we did that also. I think that both of those and then we did both of those to just check, to make certain because there’s nothing more important than making certain that those bank covenants don’t cause us any problems anywhere.

[Paul Morgan:]

Alright, okay. In addition to the big box closings that you mentioned, could you maybe talk about any traditional department store or anchors that are either being closed or that dealers and others have made any announcements about closings starting next year, maybe exposure or risk there?

[Stephen Lebovitz:]

Well we’ve got the two Mervyn’s that we have that we had announced; neither of which we own and both of those are being handled by the owner. One Boscov's had announced that – has closed and again we don’t own that but we’re talking to the owner which is – it was sold by the company as part of a sale lease back. And then Dillard’s had announced the closing of two stores. One in Nashville Hickory Hollow and Columbia Place in Columbia, South Carolina and those are the only two that we’ve had any notice from them about so far this year.

[Paul Morgan:]

And you don’t have any indications yet about anything they have planned for 2009?

[Stephen Lebovitz:]

That’s correct. We haven’t gotten any indications and we’re talking to them all the time and so we haven’t heard anything else on that.

[Paul Morgan:]

Okay. Last question on the lease negotiation landscape. Tenants are being pretty vocal about going back to landlords in this environment and asking for rent relief and percentage rent only deals and I just wanted to get some color on what you’re seeing and what may be the share of your leases have moved to percentage rent only on renewal or during the term?

[Stephen Lebovitz:]

Yes, I can’t give you any specifics. I will say we’ve had in some cases percent in lieu of rent deals over the past years even in good times and bad times. If the retailer is struggling whether it’s the music category or the book category or the card category, when they were having problems, in some cases we would work with them on a short-term basis, usually a one or two-year renewal and there were percent in lieu. Are retailers being more aggressive today? Yes, absolutely but we’re also fighting back to preserve our rent strains and there’s some negotiation and I can’t tell you that the percentages are any different today in terms with that or percent in lieu than they have been in the past, ‘cause they really aren’t.

[Paul Morgan:]

Okay, thanks.

[John Foy:]

Thank you.

[Operator:]

Thank you, sir. Our next question comes from the line of Christine McElroy with Banc of America Securities. Please go ahead.

[Christine McElroy:]

Hey. Good morning guys. I just wanted to follow up on Nate’s question, I’m a little confused. Do you originally had an $85 million loan from Wells Fargo? It looks like now that’s $40 million with Wells Fargo and you’re waiting for additional participants to increase the size of the loan, does that mean that Wells backed out of the additional $45 million? Wasn’t the original $85 with them?

[John Foy:]

Absolutely. They did not back out of the 85. We basically made the decision that where we were in our cost of funds that we were better off to take the $40 million today and basically increase that as we brought participants into these loans. So they're fully committed if we wanted to close a loan for the $82.9 million, they would've closed the loan for the $82.9 million. We found that much more cost effective not to do so and that's why we pursued this avenue that we found with them in the $40 million.

[Christine McElroy:]

Why deal with other participants? Why not deal the whole thing with Wells?

[John Foy:]

I think what we like to do is keep availability with Wells. They've been a great bank for us and we like to participate with them. We like to bring other banking relationships into those transactions. So, that's why we didn't close the entire loan with Wells and it gives the opportunity to be more cost effective and efficient with regard to the use of those funds.

[Christine McElroy:]

Okay. And then some (inaudible 00

[[Unidentified Analyst]:]

Hi. The $1.9 million of the Steve and Barry's rent that you were expecting to lose from the closing, how much of that was already reflected in the third quarter?

[Operator:]

Thank you ma'am. Our next question comes from the line of Michael Billerman with Citi. Please go ahead.

[Stephen Lebovitz:]

Sorry. We didn't answer the question. We were – just before we get to the next question, they closed the stores, we believe, at the end of October – in the middle of October – end of September. So it really wasn't much – not much of that was reflected in the third quarter. We're going to feel most of it in the fourth quarter for the rest of the year.

[John Foy:]

Now, Michael, I'm sorry.

[[Christian Mullaly:]

It's Christian Mullaly here. I'm with Michael. Just going back to the covenant and I'm might have missed this but can you just let us know exactly how the cap price is determined on the death JIV (ph 00

[John Foy:]

Yes, it's a negotiated number. The banks basically do their credit guides make – want to make certain that the cap rate that is used is at a minimum marker, and what they want to do is make certain that they have a comfort level in that cap rate. And so, the negotiations between us and the aligned banks is to establish a fixed cap rate at that time that everybody thought was reasonable and fair and we know that the cap rate at that time was higher than market.

[[Christian Mullaly:]

So do they have the opportunity to review the cap rate?

[John Foy:]

No, they do not under the line agreements. They cannot review the cap rate until the lines expire.

[[Christian Mullaly:]

Okay. Thanks. Just quickly, we see development (inaudible 00

[Stephen Lebovitz:]

Okay. Well, we have the four major projects that Hammock Landing, which is Melbourne, Florida. That's about 465,000 square feet and the anchors – and all these project, the anchors are committed and the leases were signed before we started construction. So that and there are other conditions that we have to make to have the anchors open. So that's the case for all these. The Hammock Landing project is roughly 82% leased. Settlers Ridge, which is in Pittsburgh, is 390,000 square feet. That's a project where we've phased the project so the first phase is what I was talking about and that's roughly 85% leased. The Fort Orange, Florida, which is another one where we've – we're just going forward with phase 1 and we delayed part of the project to create a phase 2. That's about 450,000 square feet and that's a little just at 70% leased. And then the one in Mississippi, D'Iberville is about mid-60% leased at this point.

[[Christian Mullaly:]

Okay. And in terms of incentives, do you see any signs of that?

[Stephen Lebovitz:]

I'm sorry.

[[Christian Mullaly:]

In terms of incentive, are tenants asking for more to get ways to sign on the remainder?

[Stephen Lebovitz:]

There were a number of deals where we have negotiations going on and there's always in the middle of the negotiation, they're always looking for lower rent and more incentives, but it's – again it's typical of what we always encounter with projects and in this environment we have taken into account in our performance. We have been a little more conservative 'cause of the environment that we knew were operating in. And what we've done with these projects is we've taken some of the smaller shop space and are leasing it to value-oriented retailers because those are the ones that are having stronger results in this economy. And with cost where they are, the costs have actually come down because of lower demand. So that's helping the overall economics of the projects.

[[Christian Mullaly:]

Okay. That's great. Thank you.

[John Foy:]

Thank you.

[Operator:]

Thank you, sir. Our next question comes from the line of Jay Habermann with Goldman Sachs. Please go ahead.

[Jay Habermann:]

Hi, good morning. I'm here with Johan as well.

[Stephen Lebovitz:]

John, as you've think about 2010 maturities, can you just give us a sense at this point. Thinking of increasing asset sales as you move in to 2009 or really much more focused on refinancing activity. You mentioned obviously life insurance as well hedging funds.

[John Foy:]

What we have, Jay, is in the year 2010. We're really in good shape from the standpoint of negotiating on those. We have 11 properties that come up for renewal or for refinancing those four with life insurance companies and it's on a combined basis. It's less than 50% LTV on those (inaudible 00

[Jay Habermann:]

Okay, and just with regard to guidance. I just want to clarify. If you hit the lower end of your NOI growth assumption and also your outparcel sales just remain flat versus what you've accomplished year-to-date, can you still hit the lower end of your expectation? Has that been factored in?

[John Foy:]

Yes.

[Jay Habermann:]

Okay. I think Johann has a question as well.

[[Unidentified Analyst]:]

Hi. You had mentioned that at this point you're about 50% through your 2009 leasing requirements. And just could you remind us where you stood at the same point back in '07 for your '08 requirements?

[Stephen Lebovitz:]

It's about the same. I mean, at the end of the third quarter that's usually where we are. And as you saw, our renewal leasing activity is very strong and I think retailers are focused on renewals, probably more so today than on the new deals, and they want to maintain their presence in their existing stores.

[Jay Habermann:]

Thank you.

[John Foy:]

Thanks, Jay.

[Operator:]

Thank you. Our next question comes from the line of John Robert with Hilliard Lyons. Please go ahead.

[John Foy:]

Hey, John.

[[John Robert:]

Hey, John. How are you doing? I want to go back to David's question on the dividend. Once we get through the current environment and the current credit crunch, what's your thought on dividend increases going forward? I have to think, given that you're probably up against or pretty close to the minimum, dividend increases are probably going to be pretty significant beyond '09, wouldn't you expect?

[John Foy:]

I think it all depends upon what the growth of the Company is on an NOI basis and the use of that capital. So, you know, I think it's probably at this stage we're optimistic yet cautious about what's going on in the economy today and I think the capital market's just the big thing that's got to shake out to determine where we are. And a lot of it, you know, because of the net taxable income thing, a lot of it depends upon what the government does with regard to the tax structure. But I think reach in general and real estate is a good, solid, sound investment and I think that we should continue to see dividends being safe and sound and the ability to grow those is something that we're focused on as well. But we're going to make certain that the Company is run in a sound and efficient way and that the dividend is completely safe.

[[John Robert:]

On another front, you know, you're obviously saving $80 million in cash flow here going forward. And the stock, I would have to think, would be a pretty good investment at this point given its current level. Anything thought about using some of that to buy back a little stock?

[John Foy:]

Well, I think we look at that as well, and I think liquidity is the main focus in today's market. I can tell you that Charles and I continue to take our salary increases and our bonuses in the stock, so we personally are totally committed and just recently bought some stock in the Company as well. Would have bought more if we hadn't been in a blackout period. But I think what we're doing is looking to see the proper utilization of capital, and making certain that we have the liquidity. We think that there's going to be many opportunities in this market to achieve some excellent opportunities for growing our Company, so I think that preserving capital and creating that liquidity is the main focus at this point in time.

[[John Robert:]

All right, thanks John.

[John Foy:]

Thank you, John.

[Operator:]

Thank you. Our next question comes from the line of Jeff Donnelly with Wachovia Securities. Please go ahead, sir.

[John Foy:]

Hey, Jeff.

[Jeffrey Donnelly:]

Hey, good morning, John. I know you said earlier that you wouldn't give us cap rates lenders are using, but I'm curious, can you talk about the spread between cap rates? I'm saying A-Mall, in a top-tier market say a B-Mall in the same market or even a second-tier market?

[John Foy:]

I don't think that there's been many sales that have gone on in today's market and what we're seeing is that - I'm not so sure there is a tremendous movement in cap rates on regional malls today. But there's no really marketplace to basically give you the basis for that statement, but I know that if we were to sell some of our assets we've got some preconceived ideas of cap rates and we would hold to those cap rates because there's no huge demand and there's no pressure for us to sell assets at this time. So I don't think the market's helping any of us determine what cap rates are. I know that when we did our initial negotiations with the bank, the cap rates were what we thought were pretty high and by stress testing them we go back to feeling very, very comfortable and confident. And I might add also with regard to our line of credit that comes up, it is a secured line of credit, so in this world today where banks are basically very leery of unsecured lines of credit, we still have a good capable assets that qualify for that secured line of credit. So we're very positive with regard to the ability to continue that secured line of credit even though it expires in about a year or so.

[Jeffrey Donnelly:]

I guess on cap rates fees I'm curious more from the - less on the market transaction side and I guess more so on the way the lenders are looking at it. I'm curious, do they hit second tier assets, second-tier markets or called B-Malls and good markets by 25 to 50 to 100 basis points over what maybe they would do in an A-Mall in an A market? Do you have a feel for that?

[John Foy:]

Well I think we just refinanced our Hanes Mall in the Winston Salem last quarter and we didn't see that. We think that at quality mall, in a quality market area today is very safe and solid and we didn't see any differential between the cap rates on that versus what the same would have been in the market area. I think one thing that we have seen is that what they're focused on to a certain extent is the size of that loan and therefore the number of institutions that can go over $100 million is much more limited so in turn, we have a benefit of basically having so many of our assets that are not $100 million assets from a cap-rate standpoint so that the financial capability of refinancing those is even better as well.

[Jeffrey Donnelly:]

On the loan size, where is there sensitivity around cash flow coverage of the loans?

[John Foy:]

I think it depends upon the lender and I think it depends upon basically I think a lot of them are waiting to see what their allocations are for next year and so I'm not so sure I can give you much color on that as well. But I think they're probably about the same as in the past. I think that they're viewing these opportunities that they're seeing today and that they - I think the track record and the history of those projects is very important to them as well as the economy in those market areas. I think like in Chattanooga, Tennessee where we just announced the new Volkswagen plant, which will have a tremendous impact upon the economy, I think we'll see some good competition for our Hamilton Place Mall loan, which comes due in three or four years out. So I think, you know, it's a crazy market and hard to define what's going on.

[Jeffrey Donnelly:]

Just one last question. Have you had any recent discussions with private equity capital providers around whether it's selling stabilized mall assets in the joint ventures? I'm curious if you have any color that some of them are more recent on return requirements or deal structures that folks are looking for?

[John Foy:]

I think, you know, it depends upon who you're talking to and what drives their fund demands. And I think that it runs the gamut. We've had some conversations with people who are yield sensitive. We've had conversations with people who are growth sensitive and willing to take more risks, so I think there's capital out there for specific projects with people who they have good relationships with and feel that they can put together a good product and they're going to be around and they also have some stand in the game as well.

[Jeffrey Donnelly:]

Thanks, guys.

[John Foy:]

Thanks, Jeff.

[Operator:]

Thank you, sir. Our next question comes from the line of Ben Yang with Green Street Advisors. Please go ahead.

[Ben Yang:]

Hi, good morning. Steven, earlier in the call you spoke about plans to cut property expenses given the pressures on rent. What type of costs can you cut that don't affect the competitive profile of your properties?

[Stephen Lebovitz:]

I think it's hard to be specific, but the main - I mean, there's a lot of different areas where we've had success in cutting our costs. We've gone back to every vendor and every supplier and ask for double-digit cuts in expenses there and have had success in doing that. We've gone back and we've worked to minimize our energy usage as much as possible and that's been a little difficult because earlier in the year we were having higher rates so we weren't seeing the results but now we're starting to see some results there. And then in terms of people just asking people to work harder and be more efficient and taking advantage of some market areas where we've got multiple properties and we probably initially didn't take advantage of the economy, but there are opportunities to do so and we think we're not going to see a hit in terms of productivity from the cutbacks that we've made. So hopefully that gives you a good picture of that.

[Ben Yang:]

And it sounds like you've been able to implement some of these in the current year?

[Stephen Lebovitz:]

We've been implementing them in the fall and I think we'll see more of the impact in '09 just in terms of once everything kicks in.

[Ben Yang:]

Okay, thank you.

[John Foy:]

Thanks, Ben.

[Operator:]

Thank you. Our next question comes from the line of Anar Ismaloff [ph 00

[[Anar Ismaloff:]

Good morning. Just want to make sure. The extensions you have on the mortgages and the facility, are there any conditions?

[John Foy:]

The line of credit basically has the covenant conditions, but other than that, that's the condition is covenant compliance which is a normal thing that we go through today.

[[Anar Ismaloff:]

Got it. Thank you.

[John Foy:]

Thank you.

[Operator:]

Thank you. Our next question comes from the line of Rich Moore with RBC Capital Markets. Please go ahead.

[John Foy:]

Hey, Rich.

[Richard Moore:]

Hi, hi, John. Good morning, guys. Are you doing any staff reductions as a result of this, or not really?

[Stephen Lebovitz:]

Yes, we've done some staff reductions at both the properties and the home office.

[Richard Moore:]

Okay. And is that more just in thinning out each area, or are there certain areas where you're just, you don't need that are anymore or as much of an area ,I guess.

[Stephen Lebovitz:]

No, I mean, it's been more across-the-board in asking each different part of the company to tighten it up and see what they can do. I mean, we never had a big acquisition staff, you know, even when we were doing all the properties. And we've got a lot of other integration and asset management work that still has to be done, development. We've got our program is under construction for '09 so those groups are busy. And then the other thing that we've been able to do is we just haven’t filled any vacancies. We put a hiring freeze in place, and so that's created some savings versus our budgets.

[Richard Moore:]

Okay, great. Thanks. And then remind me again what the higher income tax provision was?

[John Foy:]

Yes, the higher income tax was a result, excuse me, the fee income goes through your taxable subsidiary, so for GAAP purposes you've got to with your taxes.

[Richard Moore:]

Right, right. Okay, great. All right, great. Thanks, guys.

[John Foy:]

Thanks, Rich.

[Operator:]

Thank you. Our next question is a follow-up question from the line of Michael Billerman with Citi. Please go ahead.

[Quentin Velleley:]

It's Quentin here. Just another quick one. Given that liquidity is your main focus, I'm just wondering whether you've sold the securities that you've written down this quarter.

[John Foy:]

We continue to hold those securities. We think that our initial investment makes sense and there's nothing that's changed our direction or thoughts on that as well.

[Quentin Velleley:]

And what exactly – could you just clarify what they are?

[John Foy:]

We basically have said that because of some relationships, et cetera, that we weren't revealing what those securities were.

[Quentin Velleley:]

Okay, thank you.

[John Foy:]

Sorry, thanks.

[Operator:]

Thank you, sir. Our next question is another follow-up question from the line of David Fick with Stifel Nicolaus. Please go ahead.

[John Foy:]

Hey, David. David?

[Operator:]

Mr. Fick, your line is now open for questions.

[David Fick:]

Yeah, I'm sorry. One additional point of clarity on the dividend. You had a minimum dividend to the Jacobs units and I don't recall what that is. Can you tell us what that is and whether or not that would become operative again if there were a dividend cut below that level?

[John Foy:]

There is a provision in the unit deals that basically provides that if you cut your common dividend below a certain dollar number for four consecutive quarters there can be cut as well. But there's basically a lot of different unit structures that we've done so we're still in good shape on those as well.

[David Fick:]

Okay. So you haven't triggered any of those and you don't think you're going to?

[John Foy:]

We have not triggered any of those and we're focused on that to make certain that we do the right thing when it comes to those.

[David Fick:]

Did that factor into your decision as to where to put the new dividend?

[John Foy:]

No, I think what factors into our dividend decision was it's the right thing for all of our shareholders and partners, and that's what went into the decision. And the decision of basically creating that $80 million of liquidity and just doing the liquidity factor to watch out for all of our shareholders and partners.

[David Fick:]

You clearly think it was the right call. Good, thanks.

[John Foy:]

Thank you, David. Appreciate it.

[Operator:]

Thank you. And ladies and gentlemen, that does conclude the question and answer session. I would now like to turn it back to management for any closing remarks.

[John Foy:]

We appreciate everybody joining us today and as I think you can tell by our conversation and our discussion that we are focused on maintaining the growth of the company in a sound, solid way. We look forward to meeting many people at the NARY conference in San Diego coming up and again, thank you for being with us today.

[Operator:]

Thank you, sir. Ladies and gentlemen, this concludes the CBL and Associates Properties, Inc. conference call. Thank you for your participation. You may now disconnect; have a pleasant day.