CBL & Associates Properties, Inc. (CBL) 2014 Q2 法說會逐字稿

Ladies and gentlemen, thank you for standing by. Welcome to the CBL & Associates Properties second quarter 2014 conference call. (Operator Instructions). I would now like to turn the conference over to Katie Reinsmidt, Senior Vice President, Investor Relations and Corporate Investments. Please go ahead, madam.

Thank you, Nelson, and good morning. We appreciate your participation in the CBL & Associates Properties, Inc.'s conference call to discuss second-quarter results. Joining me today are Stephen Lebovitz, President and CEO, and Farzana Mitchell, Executive Vice President and CFO. I'll begin by reading our Safe Harbor disclosure, and then I will turn it over to Stephen for his remarks.

This conference call contains forward-looking statements within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties. Future events and actual results, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. We direct you to the Company's various filings with the Securities and Exchange Commission, including without limitation, the Company's most recent annual report on Form 10-K.

During our discussion today references made to per share amounts are based on a fully diluted converted share basis. During this call the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. A reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure will be included in today's earnings release that is furnished on Form 8-K along with a transcript of today's comments and additional supplemental schedules. This call will be available for replay on the Internet through a link on our website at www.cblproperties.com.

Thank you, Katie, and good morning. We appreciate everyone joining us to review this quarter's results. We are pleased with the improvement in our financial and operational performance for the second quarter.

Same-center NOI growth has been our top priority this year and with this quarter's results we are at the high end of our 1% to 2% guidance range. Lease spreads and occupancy showed encouraging progress. Additionally, we are proactively reducing exposure to underperforming retailers and anchors through our redevelopment program which Katie will discuss in a few minutes.

Before getting into more specifics on our quarterly performance I wanted to provide an update on our strategic transformation. One of our primary goals is to achieve a higher growth portfolio through targeted divestitures of stable but lower growth malls and non-core properties as well as accretive investment in higher growth assets.

Progressing towards this goal we closed on the sale of Lakeshore Mall in Sebring, Florida as well as a small associated center expansion as previously announced. We have also entered into a contract to sell a mall and its associated center as well as a contract for the sale of a community center. The mall was not marketed but was sourced as a reverse inquiry through a broker.

Both transactions are subject to due diligence and normal closing conditions and are not binding at this time. Once the buyers are financially committed we will announce transaction details but pricing is in line with our expectations. The total aggregate transaction value for these sales is less than $25 million and we anticipate closing on both transactions later this year.

We are in active negotiations on several additional assets. The level of response we are receiving for our properties is solid and represents interest from a broad range of investors. The types of buyers who we are negotiating with tend to be smaller private institutions and real estate operators, high net worth individuals, and opportunity funds.

We also continue to field reverse inquiries on select assets. We are spending a significant amount of time vetting prospective buyers to ensure that once we enter into a transaction our execution risk is limited.

Last quarter we discussed 3 malls being broadly marketed and 7 malls being privately marketed. We have recently broadened our marketing efforts and now have more than a dozen parties seriously evaluating all or a portion of the 10 malls. We initially targeted a few select investors that we believe would be a good fit for these malls but due to the interest received we elected to broaden our marketing efforts. The interest remains high and we are optimistic that we will receive attractive proposals for transactions on these assets.

In addition to selling assets, investing into higher growth opportunities is equally important. Our outlet, new development, and redevelopment programs are generating accretive returns in the 7% to 12% range as well as ongoing growth for CBL. This year we will invest roughly $250 million in new and expansion projects and at the same time we are building up a pipeline for the next several years.

Tomorrow we will celebrate the grand opening of our newest outlet center, The Outlet Shoppes of the Bluegrass, located between Louisville and Lexington in Simpsonville, Kentucky. The center is opening 100% leased and committed to a 12% unleveraged return. Our partnership with Horizon continues to create significant value by adding high-growth assets with double-digit unleveraged returns to the portfolio.

This opening represents the fifth outlet center in the CBL portfolio. With our goal of adding a new project every 12 to 18 months we hope to make another announcement in the near future.

Now, let me spend a few minutes reviewing our operational performance for the quarter. We are pleased with our results as they reflect the positive impact of our strategic initiatives and are in line with our expectations and guidance. Same-center NOI improved above the strong pace set in the first quarter increasing 1.9%, at the high end of our guidance range for the year. Leasing results improved over the fourth quarter with approximately 427,000 square feet of leases executed in the mall portfolio at an average spread of 11.7%.

Increases on new leases continue to be impressive at 27.8%; and as anticipated renewal lease spreads improved over first-quarter results of 4.2%. Given the level of retail demand we are experiencing we are confident that we will be successful in maintaining double-digit lease spreads throughout the year as we continue our tenant upgrade program at our properties.

Occupancy in the same-center mall pool increased 70 basis points from the first quarter and declined 10 basis points year-over-year to 92.9%. Overall occupancy in the portfolio increased 50 basis points to 93.5%. As Katie will discuss shortly, we have a number of boxes coming online latter this year which will further boost our occupancy numbers.

Sales were up approximately 1% in the quarter bringing our rolling twelve-month sales to a decline of 2.7% or $354 per square-foot. April sales rebounded significantly following a weak first quarter, while sales in May and June were both flat. Given the decrease for the first 6 months we expect that it will be difficult for sales to turn meaningfully positive for the year.

We are still experiencing challenges in women's, family, and junior apparel but we have seen strength in sporting goods, jewelry, and cosmetics. Despite the slowdown in sales the industry is experiencing, retail demand across our portfolio is strong and we have been successful in upgrading underperforming retailers and driving rent spreads.

I will now turn the call back over to Katie to provide an overview of our redevelopment and development pipeline.

Thank you, Stephen. We have a number of great retail names opening throughout our portfolio as part of our expansion and redevelopment program. At Meridian Mall in Lansing, Michigan we opened H&M in June and a new Gordmans is scheduled for a construction start later this year with an opening expected in summer 2015. We have 3 additional H&M locations under construction and opening later this year at Valley View Mall, Asheville Mall and Burnsville Mall.

In August we are opening a new 12 screen theater, Cinemark Theatre -- Carmike Theater at Hammock Landing, our open-air center in West Melbourne, Florida, and will soon start construction on a new Academy Sports. The opening is anticipated in spring 2015.

In October, Nordstrom Rack will join West Towne Crossing, an associated center next to West Towne Mall in Madison, Wisconsin. The 31,000 square foot store replaces a former Gander Mountain location.

Burlington is scheduled to celebrate its grand opening at Northgate Mall here in Chattanooga, Tennessee this September. The new 63,000 square-foot store is taking space formerly occupied by a Belk home store and shop space and is expected to open later this year. We're continuing our redevelopment of Northgate Mall adding a new streetscape with Old Chicago Pizza & Taproom, Old Navy, which opened earlier this year, and additional retail and restaurants.

Dick's Sporting Goods is celebrating their grand opening next month at Monroeville Mall in Pittsburgh, Pennsylvania in the remaining portion of a former department store space. The new 86,000 square-foot store is a great addition to the mall and continues our revitalization of the center. NOI and sales growth at Monroeville Mall has been improving as we have opened new stores such as H&M and a new 12 screen Cinemark Theatre.

Last week Belk held the grand opening for their first freestanding Belk home location at our Friendly Center in Greensboro, North Carolina. The new 30,000 square-foot store was developed on land that was formerly occupied by 2 single-tenant office buildings. This is a great addition to the center and has already started off with sales well above plan.

Just in time for the holiday season we will celebrate the grand opening of many of the new stores joining Fayette Mall in Lexington, Kentucky as part of the Sears redevelopment. H&M, Michael Kors, Aveda, and Vera Bradley are several of the names that will be new to the market.

Cheesecake Factory is under construction and will open later this year at both Fayette and CoolSprings Galleria. Construction on the Sears redevelopment at CoolSprings Galleria, which includes Nashville's first American Girl, as well as Belk home, H&M, and two quality sit-down restaurants has commenced with the opening scheduled for 2015.

We are finalizing plans for the former JCPenney locations that closed in two of our malls in May. We anticipate subdividing the locations to accommodate junior anchor retailers. We plan to make announcements later this year once leases are executed and in place with an early 2015 construction start. During 2014 we will open more than a dozen boxes and 11 restaurants across our portfolio, broadening the shopping experience at our malls for our customers.

In addition to the grand opening of The Outlets of the Bluegrass, which Stephen mentioned earlier, later this summer we will open the 2 expansions we have under construction at our outlet centers in Oklahoma City and El Paso. The 35,000 square-foot expansion of The Outlet Shoppes at Oklahoma City is underway with new retailers Forever 21 and Lids. And at The Outlet Shoppes at El Paso the 45,000 square foot expansion will include great brands such as H&M and Nautica.

Construction on phase II of Fremaux Town Center in Slidell, Louisiana is underway. The 265,000 square-foot project will be anchored by Dillard's and will include a great lineup of fashion oriented shops. The opening is scheduled for October 2015.

Construction started this month on our latest community center development, Parkway Plaza, a 134,000 square-foot project in the Chattanooga suburb of Fort Oglethorpe, Georgia. At the opening in spring 2015 the 16-acre site will deliver several retailers that are new to the area including anchor stores Ross Dress for Less, Hobby Lobby, Marshalls and Petco.

Finally, we have added a new project to our shadow development pipeline. We are working with Stirling, our partner on Fremaux Town Center, to develop a 400,000 square-foot open-air center in Lafayette, Louisiana. Pre-leasing is strong and we are working to execute leases with a great lineup of box retailers and complementary shops. Construction is expected to start late this year for a fall 2015 opening.

I will now turn the call over to Farzana to provide an update on financing as well as a review of our financial performance.

Thank you, Katie, and good morning. We are pleased with our operating results for the second quarter which continued the positive momentum achieved in the first quarter. FFO in the second quarter of $0.55 per share was flat compared with adjusted FFO in the prior year period. FFO benefited by more than $0.02 from rental growth in our existing wholly owned and joint venture properties as well as income from newly developed properties, expansions, and redevelopments. However, as you know, we sold several properties last year and issued stock under our ATM program which collectively impacted FFO by more than $0.03 per share.

We enjoyed a benefit to FFO from the pay-off of the Westfield Preferred Units of approximately $0.02 per share. This was partially offset by slightly higher interest expense due to additional borrowings and high interest rate on the bonds issued in the fourth quarter 2013.

G&A as a percentage of total revenue was 4.4% for the quarter compared with 5% in the prior year period. Our cost recovery ratio for the second quarter declined to 100.8% compared with 103.5% in the prior year period due to higher real estate taxes and flat tenant reimbursement.

Portfolio same-tenant NOI growth in the quarter was 1.9% including a 1.4% increase in the mall category over the prior year period. Growth in the quarter continued to be fueled by topline revenue with minimum rents increasing by $3.5 million partially offset by $0.7 million decline in percentage rents.

Property operating expenses were down roughly $0.4 million and maintenance and repairs declined $0.8 million while real estate taxes increased $0.4 million. We continue to maintain tight expense control and look for opportunities to further reduce costs and drive efficiency.

Now, I will turn to the balance sheet, financing, and liquidity as well as highlight a few significant transactions. On July 11 we closed on a new $126 million loan secured by Coastal Grand in Myrtle Beach, South Carolina. Coastal Grand is owned in a 50/50 joint venture. The ten year, non-recourse loan bears fixed interest at 4.0865%. Proceeds from the new loan were used to retire the existing $75.2 million loan and our share of the net proceeds of $25 million was used to pay down outstanding balances on our lines of credit.

We anticipate using availability on our lines of credit to retire our one remaining 2014 loan maturity, the $113.4 million loan secured by Mall del Norte in Laredo, Texas. The highly productive mall will be added to a pool of unencumbered assets.

In July the loan secured by Chapel Hill Mall was placed into receivership. We are no longer providing management or leasing services for the property and anticipate the servicer to proceed with the foreclosure or to accept a deed in lieu of foreclosure within the next several months. At that time we would anticipate recording a gain on the extinguishment of debt.

We ended the quarter with approximately $917 million available on our lines of credit. Our financial covenants remain sound, with a fixed charge coverage ratio of 2.2 times compared with 2.1 times last year. Our bond covenants are well in excess of the minimum required and we expect continued improvements over time. The secured debt to gross book value ratio was 39.6% at quarter end.

Our bonds continue to trade extremely well at 90 to 100 basis points below the issue coupon of 5.25%. We would anticipate taking advantage of the ongoing positive market conditions later this year, continuing to execute on our stated strategy to create a balanced financial structure.

Based on our strong performance for the first quarter of the year bolstered by double-digit lease spreads, we are reaffirming adjusted FFO guidance for 2014 in the range of $2.22 to $2.26 per share which includes the impact of properties under contract today. Our FFO guidance assumes same-center NOI growth in a range of 1% to 2%, flat to positive 25 basis point increase in occupancy throughout the year. Our guidance does not include any future unannounced asset sales, bond issuances, or acquisitions. I will now turn the call over to Stephen for concluding remarks.

Thank you, Farzana. Thank you again for joining us this morning. We are pleased with the continued improvements in our operating portfolio as well as the progress we are making on our strategic initiatives. Retail demand for the CBL portfolio is high and we look forward to generating further enhancements to our portfolio and our results.

Before we open it up for questions, I wanted to take a minute to recognize Charlie Willett, after 4 decades with CBL Charlie has decided to retire. Charlie originally joined CBL's predecessor company and throughout his time has made tremendous contributions to our growth including maintaining relationships with many of you as well as our lending partners. We appreciate his loyalty and dedication to CBL and wish him the best in his retirement.

We are now happy to answer any questions you may have.

(Operator Instructions). Our first question comes from the line of Christy McElroy with Citi. Please proceed.

Hi, good morning. In terms of the assets that are under active negotiations, if I heard you right, it sounds like there's 12 bidders looking at all or a portion of the 10 malls you're actively marketing. Can you share with us a sense for pricing and timing? Do you have any greater confidence at this point in an ability to close on a specific volume of deals or number of malls before year end?

Hi, good morning, Christy. The pricing that we are talking about is in line with what we said originally when we did the call in April talking about the sale of the 21 properties, 21 malls, which is in the high single digits and we are seeing pricing discussions consistent with that. As far as the timing, we are pushing to get these done as quickly as we can. We are pleased with the progress.

It is a process and it takes time and we have roughly a dozen groups that are looking at all or a portion of these 10 malls and we are having a lot of communication with them in terms of providing them information and working to move the process forward as quickly as we can.

How many of the dozen are portfolio buyers versus single asset buyers?

It is a mix. I would say the majority are looking at only portions of the portfolio but we do have several parties looking at all 10.

And in terms of the bidding process, can you provide some more details on that? Are there any sort of time frames around the bidding?

No, we haven't set specific time frames. We are pushing different people along. Some people have had the information longer than others; but we are working, like I said, just to move it as quickly as we can.

Okay. And then, just, I appreciate your opening comments on sales. This quarter some of the other mall REITs have started dissecting sales a little bit further to look at year-over-year growth in total in-line sales to try to capture tenants greater than 10,000 square-feet. Have you looked at some of these trends within your portfolio?

So if I think about that 12 month trailing sales down 2.7% what would that rate of growth have been if you include some of the -- or all of the in-line tenants greater than 10,000 square-feet on a same-store basis?

Yes, we don't have that number that we are comfortable releasing it as part of this earnings call. We're going to evaluate it and look at it and hope to have it in the future. But it is something that we want to make sure that once we put it out there that it is accurate information.

Okay, thank you.

Thank you, Christy.

Thank you. Our next question comes from the line of Todd Thomas with KeyBanc Capital Markets, please proceed.

Hi, thanks, good morning and congrats to Charlie on his decision to retire. The first question, following up on the asset sales, a question regarding the malls that are not being marketed. What is the strategy to sell those? Can you just remind us?

And are you having active discussions on any of those, or are they just not primed for sale at this time?

Well, like we said, this is a 2 to 3 year process and right now with 10 properties out in the market that is a level we are comfortable with in terms of the market's ability to absorb. So for the other properties that are on our list we're not having discussions at this time. And as soon as we are able to make progress with the ones out there then we'll start adding more to the marketing process.

Okay. In terms of the time commitment to evaluate buyers and work with lenders and sort of size up the offers, I was just curious if you could talk about how the process is being handled internally. It seems like it would be taking up quite a bit of time and resources; just curious how you are sort of divvying up the process here internally.

Well, luckily we have a team involved in and dedicated to this process. So it does involve some time on the senior level for the 3 of us, but in addition we have got really our entire organization gets involved in discussions. Potential buyers want to talk with leasing; they want to talk with management to understand the market; there is financial information, legal.

So yes, it is a commitment but, like we said, it is very important to us and this is a top priority for us to move this process along because it is key to the transformation that we are committed to.

Okay. And then just shifting over to operations. In terms of the same-store NOI growth, you are trending ahead of the midpoint of the range that you set out, you're at 1.9%, you know, as you mentioned, versus the 1% to 2% range. I think you mentioned previously that there would be a ramp in growth in the back half of the year as leases commence. And you are also cycling relatively easy comps.

Is that still the expectation? And what would get you back down toward the low end of the range from here?

We are calling the guidance, like we said, at 1% to 2%. We are pleased that we are almost at the top end, and our goal is to achieve the top end of our guidance.

There are still retailers out there that are having their challenges, it is well publicized, so that is a factor that we have got to be wary of as we enter the second half. And so we want to be cautiously optimistic but we are very focused on achieving the high end of that range.

Okay. Thank you.

Thanks, Todd. And thanks for the wishes for Charlie.

Thank you. Our next question comes from the line of Jeremy Metz with UBS, please proceed.

Hey, good morning. Can you just talk about how the NOI growth trended between the different tiers this quarter?

Hey, Jeremy, good morning. Yes. The trend with the NOI growth, by trend is consistent with what it has been and it is linear. Tier 1 has the highest NOI growth this quarter and year-to-date and it progresses as we go down through Tier 2 and 3.

So is Tier 1 in that 3.5% to 4% range, or is it closer to 3%? Are you able to say?

Yes, we're not giving the specific numbers, so I can't really give you any direct answer to that.

Okay. And then you have seen some solid releasing spreads, can you just talk a little bit about the cost to obtain some of these tenants? Are you giving any more or less TIs these days, free rent, rates on reimbursements?

Yes. It is consistent with what we have seen in the last year in terms of new leasing. So we haven't seen any types of concessions. Like I said, the demand from retailers is strong. We're seeing a lot of new concepts and new retailers that we are able to work with throughout the portfolio. We are doing more restaurant deals, which is contributing as well.

And there is very little new supply coming online, so that helps as well, in terms of creating the demand and we are seeing that. As a result the high leasing spreads on the new leasing that we are achieving.

Thank you. Our next question comes from the line of Albert Lin with Morgan Stanley, please proceed.

Yes; hey, good morning guys. On the new lease spreads, which were quite strong as you alluded to, is that being driven by demand for the Tier 1 malls or is that perhaps a function of the Tier 2/3 cohort, where absolute rents are lower?

As a follow-up, would you say the leasing spread growth is more of a function of the expiring leases that are well below market and you're just getting them up to par, or are retailers willing to pay a premium?

The leasing spreads for Tier 1 are higher than Tier 2 and 3, but we are seeing positive leasing spreads for all the tiers. But it is a comparable linear result that we are seeing. So Tier 1 is contributing to that to a greater degree but we are seeing good progress really across all the different properties.

And then, I'm sorry, what was your second question?

The second one was on the leasing spreads growth, is that more of a function of the expiring leases that are below market and you are just kind of getting them up to par? Or are retailers willing to pay a premium in say your Tier 1 malls?

Yes, it is really the new leases and it is not so much catching tenants up from where they previously had been. The renewals averaged 4.2%, so that is not as high, obviously, as the new leasing but it is higher than we had in the first quarter and it is back on track with the levels we were seeing last year.

Great. Thanks a lot.

Thank you.

Our next question comes from the line of Carol Kemple with Hilliard Lyons, please proceed.

Good morning. Are you all seeing anything different in your conversations with JCPenney's and Sears concerning them wanting to sell box space back to you?

Good morning, Carol. JCPenney is continuing to improve. Their sales results have shown good progress and they are continuing with their turnaround. Haven't indicated that anything is off track from the improvements that they have made.

We are being proactive with them in terms of stores that we think are on the bubble or potentially at risk and working with potential replacements for them. We have made good progress on the 4 stores, like I talked about, that they closed earlier this year and we talk to them all of the time. They were in Chattanooga a month or so ago; we visit with them. So we are really satisfied with what we are seeing on their part.

As far as Sears, again, we continue to talk to them. They haven't really changed any from their approach. We were successful, as you know, in buying a couple of stores from them and we are continuing to have conversations about others that might work down the road. But they haven't indicated any type of change in their mindset and we are just being proactive and vigilant and making sure that we can get ahead of any downside exposure.

All right, thanks. And then on Page 23 in the supplement, you have the 5 properties that you have talked about in the past, working something out with the lender probably just to turn the keys back over to them. I know you mentioned you think something will be done with Chapel Hill in the next few months. When do you think the other properties will disappear from the portfolio?

Hi, Carol. You know, working with the lenders is just a -- with this servicer particularly is an arduous process, and it is a long process, so nothing happens overnight. We are continuing to work with the lender on Columbia Place as well as on Chapel Hill.

I venture to guess that Chapel Hill will happen sooner than Columbia. So needless to say, we are totally focused on it and trying to get both these projects off of our balance sheet.

And are you talking to the lenders on the other 3, but it's just a slower process?

Well, we are talking to the lender on Triangle as well as Gulf Coast Galleria. So Gulf Coast Galleria is -- Gulf Coast Town Center is progressing slowly but we expect that we will have some results in the next 6 months, hopefully before year end.

So that is our goal, to get that off or books as well, because I think as a restructurer -- it is not working out on the restructure basis. So we're going to continue to work between restructure or giving the property back. So we hope to have an answer there soon.

Okay. Thank you all. And for all of you that are coming to the new outlets tomorrow nearby have fun shopping.

You have got to come and do your part.

I will be there this weekend.

All right. Get there early.

Thank you, our next question comes from the line of Rich Moore with RBC Capital Markets, please proceed.

Hey, good morning, guys. I'm curious on the line of credit, Farzana, the line of credits, the usage has jumped and now you're going to be adding the Laredo Mall to the line. Are you going to be doing a bond, I guess, anytime soon or do you wait till December when you put that loan on from Laredo?

Hi, Rich. Sequentially we are pretty much flat, and yes, from year end we were up another $100 million, we paid off the St. Clair loan. Our goal -- and we do have Mall del Norte coming up so that gets us to a little over $400 million. We are definitely looking to come into the market the end of third or fourth quarter, sometime in that time frame, to take advantage of the low interest rates and clear the line with a bond issuance. That is our goal.

And next year we have several hundred million of maturities in the earlier part of 2014. So in preparation for that, the third and fourth quarter makes sense to us to be issuing a bond.

Okay. So do you have to wait until December to pay off the Mall del Norte loan?

No, we can pay that off October 1, actually, the open to prepay date. And we will take advantage of the higher interest coupon it has and pay that off earlier from our lines of credit.

Okay. I got you. And then do you just extend Promenade? Is that what you do on that one, take that out to 2018?

We have the option to either extend it or take it out. It just depends on how much -- if we are successful and we think we will be successful on the bond issuance, we have the option to either push it out or put it back into an unencumbered property list which will add tremendous NOI to that pool, which we like to see. And of course as a process towards an S&P rating we would like to do that.

Okay. So then I have got a question for you on how do you make the decision on which of these. Like you took Coastal Grand and you put in place a new mortgage on that one, but in others you're taking off so that you can use your unsecured feature to do bonds. So how do you decide which assets get mortgages and which go into the unencumbered pool?

All of our joint venture properties we will be putting secured financing on that and Coastal Grand is a joint venture property, it is unconsolidated, and it is not included in our bond covenants anyway, the calculation. And our requirement with the partners, we do have secured financing that we will place on all of our joint -- the majority of our joint venture properties.

So that is sort of an easy decision. Wholly owned we unencumber and joint venture properties we continue with our secured financing. However, we are focused on the leverage, the level of leverage we put on there.

Okay. I got you, I forgot that was a joint venture. So you are saying anything in the consolidated portfolio, the wholly owned portfolio, you will unencumber if you can?

That is correct.

Okay, great, thanks. And then the last thing, the mortgage notes receivable bounced higher. What is in there, just out of curiosity, and why is that going up?

When we sold Lakeshore we took back a note and that note should be paid off pretty quickly here. A portion was cash and a portion was note.

Okay, you kind of cut out on me, sorry. Say again?

Lakeshore Mall, when we sold Lakeshore Mall it was a $14 million transaction; we took back $10 million purchase money mortgage, a note receivable, which should be paid off in the next week or so.

Okay, great, got you. Thank you, guys.

Thank you. Our next question comes from the line of Caitlin Burrows with Goldman Sachs, please proceed.

Hi, good morning. I was just wondering, I know Katie mentioned a little bit before on the 4 JCPenney locations that were planning to close this year, I was just wondering if you could give any more detail on that. I know she mentioned that 2 of the locations were going to be subdivided, but I guess either additional detail on those 2 centers or the other 2.

Hey, Caitlin. Yes, we do have retailers that we are working with that we have leases out for signature on waiting to get executed; so we are being a little coy on their names until we have executed leases and their permission to announce. We have two retailers that are lined up to take one location and then one that will take the majority of the second space.

Okay. And then another, I'm not sure if you could comment further, but we notice that there's an article on the Wausau Mall, just about how you are planning on spending $375,000 on improvements and also potentially being able to waive some of the, I think it is ground lease that you normally pay. I was wondering if you could comment on that.

Hi, Caitlin, this is Farzana. I have been working with the city of Wausau to get their help towards funding a portion of the improvement dollars, the tenant improvement dollars, as well as another location that we are working to expand and revitalize that center and retenant it. So the city of Wausau is very much involved in the dialogue with us, and they want to see this center continue to grow and expand, and they are showing a considerable amount of -- level of encouragement to us in providing us financing and additional TA dollars and also working to exclude, or terminate the ground rent.

Okay, great. Thank you.

And our next question comes from the line of D.J. Busch with Green Street Advisors, please proceed.

Thank you. Stephen, it seems like mall financing has remained quite strong, have you seen any improvements or changes in the terms of financing for properties under $300 a square-foot? Or is that kind of where CMBS and prime lenders continue to draw a line in the sand?

Hey, D.J. Well, are not actively looking for CMBS financing for malls under $300 a foot because of our unsecured strategy. So I don't know if we are in the best position to comment as far as potential buyers. They are indicating that they have a number of sources of financing available through private sources, but for the most part they are not tapping into the CMBS market as part of their acquisition activity.

Okay. And then maybe just one on the operations side. Occupancy was slightly down in the mall portfolio. You mentioned there were some troubled retailers. How much of your occupancy has been impacted by the recent bankruptcies or maybe some forced closures by those troubled retailers?

Yes, the dip in occupancy which was pretty insignificant was more a function of some of the redevelopment activity that we are doing at some of the malls, the Fayette and CoolSprings projects where we have the Sears and moving tenants around as part of that. The H&Ms that we are adding to the malls and the tenants that get relocated as part of that. Most of it comes online in the third and fourth quarter, so the second quarter is when we see the brunt of it.

As far as any struggling retailers, we did have the impact of Sbarro earlier in the year, Coldwater Creek has recently or is closing stores, so that is an impact. But fortunately that occurred early enough in the year that we have had the chance to line up replacements for that. And I wouldn't say every space is done but we have made a lot of progress there.

Okay. And maybe last question, it looks like you added about $75 million to the development and shadow pipeline. Can you remind us what -- the run rate of redevelopment you're planning to do over the next couple of years? And will that run rate kind of change if the level of success in the disposition program changes?

It has been pretty consistent in the $150 million to $200 million range as far as redevelopment and new development. This year is it a little bit higher because of the Sears, the 2 Sears buildings. And so given the success or the timing of the dispositions then we would look to ramp up the redevelopments with some of the boxes as well.

So it could go into that $250 million range but that is a pretty consistent level. And these projects, they don't happen overnight, so it does take time to ramp up the spending there.

Okay, great. Thank you.

Thanks, D.J.

Our next question comes from the line of Ben Yang with Evercore, please proceed

Hi, good morning, thanks. Stephen, there was an article in a real estate newsletter about a month ago that you guys had 3 malls under contract for sale for about $150 million. Did you guys actually have a contract with a buyer that just fell out during their diligence process?

No, that report was an error and we called the reporter and told them there was no basis to it. And we don't know where it came from but it just wasn't factually true.

Okay. That is it for me. Thanks.

Okay, thanks.

Our next question comes from the line of Lina Rudashevski with JPMorgan, please proceed.

Hi, this is Lina Rudashevski, based on how the asset sale marketing is going so far, do you have a rough dollar estimate of how much you think could be sold this year?

Good morning, we're not providing any type of estimates for this year. Like I said earlier, we are committed to this process and making it happen as quickly as we can. We have got 10 malls that are out in the market now and we will update everyone as soon as we have anything definitive as far as binding commitments that we can communicate.

Thanks.

Mr. Lebovitz, There are no further questions at this time. I will now turn the call back to you.

Thank you everyone for your time this morning and we look forward to talking to you and seeing you shortly, bye.

Thank you, ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your line.