Rithm Property Trust Inc (RPT) 2008 Q3 法說會逐字稿

Greetings and welcome to the Ramco-Gershenson Property Trust Third Quarter 2008 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms. Dawn Hendershot, Director of Investor Relations from Ramco-Gershenson Property Trust. Thank you. Ms. Hendershot, you may begin.

Good morning and thank you for joining us for Ramco-Gershenson Properties Trust second quarter conference call. I am hopeful that everyone received our press release and supplemental financial package, which are available on our website at www.rgpt.com.

At this time management would like me to inform you that certain statements made during this conference call, which are not historical may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Although Ramco-Gershenson believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be obtained. Factors and risks that could cause actual results to differ from expectations are detailed in the press release and from time to time in the Company's filings with the SEC.

Additionally, we want to let everyone know that the information and statements made during the call are made as of the date of this call. Listeners to any replay should understand that the passage of time by itself will diminish the quality of the statements made.

Also, the contents of the call are the property of the company and any replay or transmission of the call may be done only with the consent of Ramco-Gershenson Properties Trust.

I would now like to introduce Dennis Gershenson, President and Chief Executive Officer, Richard Smith, Chief Financial Officer, Thomas Litzler, Executive Vice President of Development and Michael Sullivan, Senior Vice President of Asset Management.

At this time I would like to turn the call over to Dennis for his opening remarks.

Thank you, Dawn. Good morning. We appreciate you sharing your time with us today.

First, we are pleased to report that FFO for the third quarter was $0.63 per share, which met First Call estimates. Also, even in these turbulent times, during the last 90 days and for the first nine months of this year, our management team has been successful in executing a significant number of agreements with mid box retailers as well as new leases and lease renewals with smaller tenants keeping the Company's redevelopment and core portfolio goals on track for the year.

Our plans for the redevelopment of 12 of our shopping centers in 2008 and 2009 continue to bear fruit. At 10 of these centers, we have executed new leases with anchors that vary in size between 20,000 and 80,000 square feet. As reported in our supplement, after deducting rents for spaces demolished to make way for these expansions, our redevelopments will produce double-digit returns on new dollars invested.

You should also note that we have maintained a strong occupancy rate. If these were different times, I would be ecstatic about our quarterly results, which include new leases at rental rates well above our portfolio average and superior same-center NOI growth. These are, however, challenging times, and although we are holding our own, the current market environment has caused us to reassess our business plans for the balance of 2008 and 2009.

Therefore, this morning we will cover our plans for development, the status of our redevelopments, how our core portfolio is performing, including the impact of Linens and Things on our financial projections and our efforts to refill these spaces as well as our debt expirations and capital requirements for the next 14 months.

We have, in various stages of development, four major projects. Our present overall game plan is to eliminate or postpone capital expenditures for all these projects until such time as we have secured tenant commitments, which constitute a critical mass in order to move a project or a part thereof forward.

In all of these developments, we have analyzed their scope and scale and have redesigned them so that we will be able to proceed with their construction in phases eliminating the potential for building significant unleased space.

At our Hartman Town Square in Hartman, Michigan, an existing off balance sheet joint venture development, we have sold 21 acres to Meyer for a 192,000 square foot superstore. Meyer has already started construction of their building, and it is expected that they will open in August of 2009.

We have signed a purchase agreement to sell Menards approximately 17 acres for the construction of 162,000 square foot home improvement superstore. We should close on the sale to Menards in the first quarter of 2009, and they expect to start construction on their building in May of next year.

We have also signed a letter of intent with a 30,000 square foot national mid box retailer. Additionally, we have signed leases or purchase agreements for three out lots at numbers which exceed our pro forma.

Even with this progress, the center will be developed in phases beyond the construction of Meyer, Menards, and the 30,000 square foot user. There are two additional retail sections of this project that will be developed later as leases are signed. To that end, we are presently negotiating with three national and regional retailers that vary in size from 20,000 to 45,000 square feet for these phases.

Our second development is Gateway Commons in Lakeland, Florida. This project sits adjacent to our existing 312,000 square foot Shops of Lakeland, which is anchored by Target. As we pursue governmental approvals, which we reasonably expect to achieve in the second quarter of 2009, we are negotiating letters of intent with five national retail anchors. It is our plan to have executed leases or sign purchase agreements with all of the anchors for this development at the time municipal entitlements are secured. No construction will be commenced in Lakeland until we have ironclad commitments from our tenants.

This center will be constructed as an off balance sheet venture. We are working with two prospective partners for the development of this asset. We continue to experience significant interest from a number of companies to joint venture our new retail developments.

Our third project is the Town Center at Aquia in Stafford County, Virginia, 35 miles south of Washington, D.C. The first phase of this project, an office building of 100,000 square feet is over 80% leased. We are finalizing agreements with the US government and a defense contractor for the balance of the building with the exception of 6,000 square feet on the ground floor, which we are reserving for future retail uses.

We have spent a considerable amount of time redesigning the Aquia project. Based on hotel, residential, and additional office interest, we have reduced the amount of retail square footage contemplated for the site. We are actively engaged in negotiating with developers for these non-retail components in the form of either outright sales or joint ventures.

Please note in our supplement that the overall project cost for the Ramco-Gershenson portion of the development has been significantly reduced. You should also know that this lower number still includes two additional office components, which we may joint venture in the future. However, they are an integral part of the project design and thus are included in our overall project numbers.

The reduced capital expenditures are the result of a more efficient use of the site, the elimination of a parking deck, and the proposed sale of certain elements of the project consistent with my earlier comment.

We do not intend to move beyond our completed first phase until such time as we have generated additional retail interest and secured commitments for the non-retail components. Even then the elements of the project for which we are responsible can be developed in phases.

Our fourth potential development is the North Point Town Center in Jackson, Michigan, which was conceived as the result of national anchor tenant interest that could not be accommodated in our existing 650,000 square foot Jackson Crossing Center. Although we believe this is an excellent site, presently the location does not command the priority by those anchor tenants with whom we have been working to move to binding commitments as they cut back or postpone their expansion plans.

Therefore, we will continue to work with the community, and we'll secure an extension of our option to purchase the land to a date that will allow us time necessary to redevelop retail interest in this project.

With a scaled-back development agenda, our asset management team has been hard at work executing anchor leases and value engineering our redevelopment projects. Of the 12 redevelopments listed in our supplement, we have binding commitments with new anchor tenants or have executed lease amendments for expansions at 10 of our centers.

Eight redevelopments are under construction. We are pursuing site plan approval for the two other centers with anchor commitments and for the last two of the 12 planned redevelopments, we have identified users and are working to finalize lease agreements with them.

Thus, even in these troubled times, our high quality assets continue to show the potential for growth as they are validated by national retailers who chose our shopping centers as the ones where they are willing to make their limited number of current commitments.

Our leasing efforts in 2008 are showing results across the portfolio. This year, including redevelopments, we have signed 13 new anchor leases at our shopping centers, accounting for approximately 450,000 square feet. Twelve of these redevelopments will open in 2009, positively impacting our numbers for next year. In this quarter alone, we have signed three leases with national retailers in Troy, Michigan; Dearborn, Michigan; and West Allis, Wisconsin, encompassing over 134,000 square feet.

Also, as noted in our supplement, we have opened 64 new non-anchor tenants year-to-date, at an average rental of $17.74, or 8% above this category's portfolio average, and we have renewed, year-to-date, 107 non-anchor leases accounting for over 368,000 square feet with an average increase over prior rental rates of 12.1%.

There has been some speculation that our overall occupancy would decline based on the number of shopping centers we own in Michigan and Florida, which are viewed as economically challenged markets. There is no question that we will see a change in occupancy in Michigan and Florida based on the Linens and Things bankruptcy because six of the seven stores they leased from us were concentrated in these two states.

However, our leasing statistics and occupancy numbers do not support this negative conclusion. I am pleased to report that year-to-date in Florida, of the 62 leases that expired, only 17 tenants chose not to renew their occupancy. Those tenants that we renewed are, on average, paying over 11% more than their prior rental rates. Also in Florida, for the nine months ending September 30th, we opened 31 new non-anchor retailers at an average rental rate 21% above our non-anchor portfolio number.

Our occupancy rate in Florida at September 30th for those centers, which are not presently being redeveloped, stood at 95.3%. Thus, irrespective of how Florida centers are doing, in general, our shopping centers are performing ahead of the pack.

Our Michigan leasing statistics have also held up well. Although only nine leases expired in the third quarter with two retailers leaving, we achieved a renewal rate of over 14% above prior rents paid. A more telling statistic involved the 66 leases that expired in Michigan during the first nine months of this year where approximately 73% of our retailers renewed at rental rates approximately 10% above those paid previously.

We have also opened 22 new non-anchor retailers in Michigan through the first nine months of this year at approximately $16 per square foot, which equals our non-anchor portfolio average. Occupancy at quarter-end for our Michigan centers, excluding those being redeveloped, stood at 95%.

A word about our Linens and Things exposure -- now that we know Linens will liquidate; we have initiated a full court press to re-tenant all of their spaces. You will remember that of our seven locations leased to Linens and Things, five are joint venture properties, and two are wholly owned.

At Troy Marketplace in Troy, Michigan, which is a joint venture property, we have already executed a lease with Golfsmith for the Linen space. Golfsmith expects to open in May of 2009. At four of the six remaining locations, we are negotiating letters of intent with at least one replacement anchor. We are reasonably confident that we will have announcements concerning replacement tenants in at least two additional centers by our fourth quarter conference call.

However, if all of the Linen spaces, excepting the Troy store lease to Golfsmith, remain vacant throughout 2009, then between rent and charges, after deducting the two locations with CVS guarantees, Ramco could experience a reduction in income of $1.2 million. The speed at which we sign our prospective retail uses for these vacancies, plus the time required to fit out their stores, will determine the magnitude of this loss.

We are well aware that the investment community is very focused on debt maturities and the type of institution that made these loans. Rich Smith will cover in detail our limited exposure to debt expirations over the next 14 months bringing us to the end of 2009. I would merely add that we are on top of these maturities, and are well through plans for each of the loans.

Rich will also discuss our plans to source capital for our scaled-back 2009 business goals. As I said at the outset, in any other circumstances, we would be crowing about our third-quarter results. Instead, we understand that in the near term we need to play defensive ball as none of us can foresee when the markets will begin to respond to both national and international efforts.

I can say, however, that some things never change. Superior locations and strong anchor draws produce high-quality assets. Occupancy declines in a peer group reflect the experience of both weak assets and centers that continue to perform well. We are a company with shopping centers populated by retailers who provide everyday goods and services that fulfill needs. Our assets have multiple anchors, which protect us against the consequences of losing a center's one and only draw.

We have lived through difficult times before. We have a seasoned management team adept at being creative, and we have the new anchor, mid box, and small tenant leases to prove that our assets are the retailer shopping centers of choice. Based on our activities to date and how we view the next 60 days, we remain comfortable with our earnings projections for the year.

As for 2009, we have revised the roadmap for our business plan based upon those factors, which we can and cannot control. First, our plans reflect the inclusion of our healthy leasing results, successful redevelopments, limited debt maturities, and scaled-back developments. Our 2009 plans are tempered by those factors we acknowledge are beyond our control, which include retail tenants' willingness to make additional near-term commitments, what the fallout might be from a continuation of a depressed marketplace, and how access to capital will evolve in the coming months for both debt and equity.

What we do know is that based on our line of credit, transactions in the pipeline, and our conservative capital needs through 2009, we are confident that Ramco-Gershenson can meet its capital needs to complete its business goals for the next 14 months. Further, we have the knowledge, expertise, and experience to confront whatever challenges come our way.

I would now like to turn this call over to Rich Smith, who will provide details on our quarterly numbers. As Dawn mentioned, Mr. Tom Litzler and Mr. Michael Sullivan are here with us today and are prepared to answer your questions on our developments, redevelopments, and asset management. Rich?

Thank you, Dennis, and good morning, everyone. For the quarter, our diluted FFO per share was $0.63, which met First Call estimates. This represented a 4.5% decrease from the $0.66 reported in 2007.

On a gross basis, our diluted FFO decreased $600,000. We went from $14.1 million in 2007 to $13.5 million in 2008.

Some significant changes, quarter-to-quarter, included reductions in property level income and expenses due mostly from the effects of contributing assets to off-balance sheet joint ventures, taking income offline for planned redevelopment, and a decrease in lease termination income. These reductions were offset by the full quarter effect of River City's lease up.

Other changes include an increase in our fee income, resulting from increased development, leasing and management fees offset by a decrease in acquisition fees. The decrease in our G&A was a result of increase in capitalized costs charged to development projects.

Our interest expense for the quarter decreased $1.2 million over the same period last year. $1.1 million of the decrease was due to lower average borrowings at a lower average interest rate. The remaining decrease was due to an increase in capitalized interest and other items.

For the nine months ended September 30th, our diluted FFO per share decreased 3.1%, or $0.06. We went from $1.92 in 2007 to $1.86 in 2008. On a gross basis, our diluted FFO decreased $1.4 million. We went from $41.3 million in 2007 to $39.9 million in 2008.

For the nine months ended significant changes included reductions in property level income and expenses, again, mostly due from contributing assets to off-balance sheet ventures and from taking income offline for planned redevelopment. These reductions were offset by bringing River City back on balance sheet.

The decrease in other income related primarily to reductions in termination fee income and interest income. The interest in other operating expense was due to increases in legal fees and reserves for bad debts.

For the nine months, our interest expense decreased $4.3 million over the same period last year. $3 million of the decrease was due to lower borrowings at a lower rate. $800,000 related to increase in capitalized interest on development and redevelopment projects, and the balance related to a decrease in loan amortization costs and other items.

Through the end of next year, we have five loans maturing, which are all manageable. Our $150 million unsecured credit facility, which we just extended through 2009, can be extended at our option through 2010 under the same terms and conditions.

We are currently working to place permanent debt on the assets securing the $40 million loan held by Key Bank, which matures in December. We have the right to extend the maturity at our option until March 2009.

Our $24 million loan with Travelers Insurance is due in December of 2009. Since our current loan-to-value is approximately 30% to 35%, we don't expect any problems refinancing the assets. In fact, we'd expect to generate approximately $20 million of additional capital from refinancing.

We are in the process of extending our $8.5 million construction loan on Beacon Square until November of 2009.

And, lastly, we'd expect to refinance our $7.6 million construction loan on Gaines Marketplace when it matures in March of 2009 for about the same amount.

Our total debt at quarter-end was $637.8 million, with an average rate of 5.7% and an average term remaining of 5.1 years. 74.7% of our debt was fixed at an average rate of 6.1%, and 25.3% of our debt was floating with an average rate of 4.6%. Availability at quarter-end on our credit facilities was $43 million. Our EBITDA interest coverage for the nine months was 2.3 times, and our fixed charge coverage was 2 times. Our payout ratio was 74.5%.

As Dennis pointed out, we do not plan on spending significant development or redevelopment dollars until we have achieved a critical leasing mass. Assuming we are not able to secure construction financing for our current development and redevelopment projects, Ramco's additional capital requirements through 2009 would be approximately $30 million. Our sources of capital include $33 million of line availability, $15 million of debt expected to be placed in our newly developed Aquia office building, $20 million of refinancing proceeds from our Spring Meadows and West Oak Shopping Center, and additionally we may continue to sell our contributed assets to off-balance sheet joint ventures.

And, lastly, our guidance remains unchanged. We expect our diluted FFO per share to be between $2.47 and $2.53.

Everett, I'll open up the call for questions, please.

Thank you, ladies and gentlemen. (Operator Instructions) David Fick, Stifel Nicolaus.

Good morning. Can you talk about that given you're pulling back on the development pipeline, what the ramifications might be to G&A and to development staffing in your company?

Good morning, David. As far as staffing is concerned, we have always had a very lean staff at Ramco for both development and redevelopment. We only have senior people here, excluding our leasing staff. We have no real construction department. So aside from the individuals who oversee the totality of the project -- leasing as well as construction -- and a construction manager, we really don't have anybody else in the organization.

Certainly, as we limit the amount of development that we will do in 2009, that will impact our ability to generate fees from these projects as a contribution to FFO. But we expect, based on the velocity that we have in our Lakeland project, that sometime in the late part of the second quarter, maybe even the beginning of the third quarter, that we will, indeed, have a project that we can move forward with. And, as I mentioned in my prepared remarks, we are working with no less than two organizations who have the cash and are very interested in becoming our partner.

Okay. And on your secure term loan facility that's maturing in December -- did I hear you correctly -- you've got four months on your right to extend? Can you, first of all, confirm that and, second, what are the assets that secure that, and do you think you're going to have to burn your line capacity to deal with this?

Well, first, I don't really expect to have to burn our line capacity on that asset. We may take one of them, though, David, and put it in there, which is Ridgefield. The other assets that are in that are Northwest Crossing and Taylor Square. Both of those assets are brand-new super Wal-Mart centers that we had bought some time ago and expanded and renovated to the new Wal-Mart.

So the credit's good. I'd expect to be able to finance that. I think we are very close to financing it, and our lender pulled back on us. We're back out on the market again to put financing on that. Never an issue with the properties, just, you know, again, I'm glad we have until March, because I'm not trying to push that through because I think we'll get better terms as the market stabilizes a little bit.

Are you looking to keep that cross-collateralized, or would you get individual --

I think we do either one. I think that, for the two Wal-Marts, we'd cross them. I think for Ridgeview, again, I think that, more likely than not, I'd guess that we'd put that into our line. But when we were talking before of the $40 million, you know, probably somewhere around $33 million would be financeable on the other two assets alone.

Okay. My question is on your unsecured revolving facility that you just extended --

Yes.

It seems to me that it's just incredible pricing and that there is no bank in the country with a cost of capital below where you were able to get this facility. Can you just talk about who the players are there and how that negotiation played out?

Really, no negotiation happened. It happened probably three years ago when we put it in place, you know, led by Key Bank, you know, other members include Bank of America is in it, PNC is in it, Comerica is in it, Deutsche Bank is in it, Huntington Bank is in it, Fifth Third is in it.

I'm sorry, this was a routine option, on your part, to extend?

Yes, it was part of the original negotiation. We put in two one-year options to extend so it won't coterminus with the term loan that we have with them as well.

All right, I misunderstood that. So these kinds of terms, clearly, would not be available on the market today?

Yeah, I think that's a valid point.

It depends on how well we negotiate it.

Yeah, okay.

Rich Moore, RBC Capital Markets.

To follow up on Dave's question, if I could, for a second -- I think everybody is trying to figure out when do these credit markets sort of unfreeze? Could you characterize, in general, what the conversations with the loan officers at this point are like for you guys? Are they getting any better, are they getting worse, are they the same?

I think that they are stabilizing, how's that? But I'm not sure they're stabilizing where we want them to be. I think that people expect the markets to change. It may not be until next year, but they expect them to change. You're talking to some of the brokers, anyway, and they're starting to see some light at the end of the tunnel. I think that the deal that we had with the $40 million secured revolver, I think that we are pretty far along in that negotiation of that loan and at the end of the day when the lender pulled back, they said, "It's not that we don't have the money, I just don't know how to price it."

I think that's got to work its way through the system. I think once that happens, I think that -- I'm not sure the markets go back to where they were, but at least you'll get some transactions done, and once you start getting transactions done, I think you'll get more people stepping in.

Okay, so would you say, Rich, that they're getting a little more interested in talking about getting a loan done? We've heard horror stories, obviously, about banks that simply don't want to lend under any circumstance. It sounds like this is a little better than that, is that true?

Slightly, not greatly better but slightly better. At least you're starting to have the discussions again.

Okay, okay, then -- thank you -- on the dividend front, you guys aren't getting paid for the dividends you're providing, the stock price is not rewarding you for the dividend you're paying, so I have two questions on the dividend, and would you consider cutting the dividend even though, obviously, from the payout ratio, you don't need to cut the dividend, but it is a source of cash.

And then the second thing -- how much could you cut the dividend and still maintain REIT status, you know, still pay the 90% of taxable net income?

Let's say this -- you know, we sit with the Board every quarter and talk about the dividend. To date, there has been absolutely no discussion about cutting the dividend. Therefore, in a sense, I'm really not in a position to give you a number, although we could probably do it offline, as to how much we could cut it because, again, it has not been a topic of discussion. And my wife absolutely wouldn't be happy if contemplated it.

And she is a very important person in all of this.

She's the most important shareholder I know.

No, I understand that. I'm with you there.

But, Rich, not -- it's part of the question, but it's not part of the one you want from a tax perspective. I have to get back with that number but just from a free cash flow, in effect, from an FAD perspective, you're probably $8 million to $10 million is what we generate in cash flow between what our FAD payout ratio is compared to we're being 100%, for example. But I know the question you want is how much room do we have, tax-wise? And I'll get that to you.

Okay, good, thank you, Rich. And looking at tenants, guys, I mean, you gave us a great breakout of what's going on with the tenants. Again, the same sort of question as with the loan officers -- how would you characterize where tenants are? I mean, is this getting worse, are they getting more afraid, are they loosening up and saying, "I think we can deal with it?" I mean, where are we with the tenants, in general?

Rich, this is Mike Sullivan, good morning. Good morning, everyone. At the second quarter call, we discussed what we thought were trends in these struggling or failing tenancies and the impact that it would have on our operating metrics, and we thought at the time that we'd really seen the worst of it. And, quite frankly, I think the data in the third quarter supports that conclusion; that these negative impacts are moderating; that tenancies are loosening up a little bit; we're seeing a dropoff in requests for rent relief; we're seeing a dropoff in approved payment plans for delinquencies; we're seeing, in general, that our retention factor, our retention rate of renewals is actually going up slightly higher.

So all of this is really pointing, I think, to the fact that these trends are moderating and our tenancies, in general, are improving.

Let me just amplify that, if I may, Rich. Obviously, a potential concern is, as the periodicals write about Christmas and the state of the economy, et cetera, this holiday season will be an important time for a significant number of retailers. And we, of course, are keeping our eye on what's happening with people such as Circuit City and Borders, although we have a limited number of stores with either of those.

Okay, great, thank you, guys. And then, if I could, on two fronts -- on the private equity front, I know, Dennis, you're looking for partners for Gateway and Aquia. Any progress on Aquia? Is that something where you might get a partner, do you think?

Well, as I mentioned, the potential partners are out there. We still -- we had talked to about three of them. We still get calls from those three, but each one of them really insisted upon a significant amount of pre-leasing over and above the movie theater in order to move forward. I think that the approach that we have, we're working with a number of hotels again. We wouldn't develop it. We're working with three residential developers for the residential component, and now as we close in on -- for all intents and purposes, being completely leased in the first office building, we are initiating some conversations with office developers who might buy into the first building and then be our partner in the next phase of the buildings, which, again, those will be a part of the retail development with office above but in a more traditional office format.

So as we secure these non-retail elements, we bring down the overall cost of this project and the exposure for someone, I think that we'll get a lot more traction. But Aquia, for the projects that we're into, fortunately, we are truly able to say that the office building is there, it's throwing off nice cash flow, as I reported before, on an unlevered basis. Even with these two new tenants in, it will throw off about an 8.5% unlevered cash-on-cash return. And, at some juncture, hopefully sooner as opposed to later, we'd be able to put that into a venture and not only finance it but get back a significant part of the equity.

Okay, good, thank you, Dennis. And then the last thing from me is the sales environment -- I know you guys talk about selling assets. You had a portfolio you were working on selling. Characterize that for us -- is that something where you're starting to see things shake loose a bit, or are we still pretty much in lockdown as far as asset sales go?

Well, I think the biggest problem with asset sales for everybody is that the people with money who are potential buyers feel that the sales price should be a lot lower than the potential seller.

If you look at what we've accomplished this year, we have contributed two $75 million assets -- one into each of our joint ventures at some very good sales prices. So our view would be to generate capital through "sales," we are much better off contributing that to the ventures, which keep us in the picture, and our venture partners are willing to pay a little more aggressive price because the assets that we're talking about are not completely stabilized but have some nice upside. And so they are much more focused on an end-of-the-day return once we work some magic in redevelopments.

Okay, so outside of the JVs, it's kind of slow in terms of asset sales.

We're finding it very slow.

Nathan Isbee, Stifel Nicolaus.

Just following up on Rich's question about the private equity money -- if you can comment in your discussions with these potential partners how things might have changed versus a year, year and a half ago, and the terms that they were demanding and just one other detail -- on the Jacksonville project -- even those private equity partners had to put down a pretty small amount of that total equity being that you were able to finance a larger portion. Are they willing to provide the larger and higher amounts of equity that would be required in today's environment?

Well, let's start with this -- with the two companies that we are presently working with, both have indicated that the cash is already in the bank so that they don't have dollars to raise. As far as the differential between what they're looking for this year as opposed to last year, obviously, their return thresholds have gone up significantly just because they have the cash.

My problem, and we could spend a great deal of time talking about this, and you and I have conversed on it before, and that is extremely high internal rates of return can be achieved by me sitting down and asking you what kind of return do you want, and then I'll go into the back room and massage the numbers until I get there.

We have been able to demonstrate through our redevelopments, through developments such as River City Marketplace, that we can produce very healthy internal rates of returns for our partners because we have the expertise to execute when we make a commitment. I think that's worth -- I don't know how many basis points, but somebody can take our word to the bank.

So are we looking at somewhere -- an IRR with a 2 in front of it? Absolutely. Do some people want something in the 30% range or higher? For sure. But I think on our -- especially on our new developments, we can produce 20%-plus internal rates of return.

Okay, thank you, and just one last question -- how much hard money did Menards put down on their purchase contract in Michigan?

I'll have to get back to you on that, Nate. They're in the process of going through site plan approval, so they've spent a lot of money on engineering and architecturals right now, and they're going for the township to get those.

Yeah, I -- typically, when we're working -- and I don't care if it's a Target or it's a Wal-Mart or any of these guys -- they don't put down a significant amount of money only because there are many hurdles to jump over before they get approval. The real way to tell whether or not they're committed is the amount of energy and the amount of plans that they are prepared to produce in order to put themselves in a position to close. And, as Tom has just mentioned, Menards is going full speed ahead with that.

(Operator Instructions) Philip Martin, Cantor Fitzgerald.

My first question is for Rich. In terms of the maturing mortgage debt and the loan-to-values on these assets, the loan-to-values that you are quoting are based on what assumed cap rate?

Really, I think they go anywhere from 7.5 to 8, Philip, is what we're looking at. And then, again, what we're also talking about is kind of a blended rate. I think that they're worth more than that but, just to be conservative, that's what we've done.

And just if I can add, Philip, the two assets that secure the loan where Rich said it's about 30% loan-to-value. Our West Oaks One Center and our Spring Meadows Center, both of which have significant numbers of anchors -- these were 10-year loans, you know, the loan was cross-collaterized, and I think that Rich is conservative on the amount of money that -- on any conservative basis that we could pull out of here because there was a very significant amortization of this loan over its term.

Okay, now, the banks, I'm assuming, are comfortable with this 7.5% to 8% cap rate?

The banks are?

I mean, yeah, the banks.

The only guys not comfortable with it is us.

Okay, understandable. Secondly, in terms of the timing of the '09 debt maturity in 2010, can you break that down a little bit more for us, Rich, as to --?

If we go back to the supplement, and it's all laid out on page 13.

Yeah, it's 13, okay?

It gives you the maturity --

Well, I know that, okay, let's see, (inaudible).

And, again, the dates we have in there are without the option dates that we have, okay?

And in terms of the construction line rates -- as you're looking to refinance these, what rates are being talked about? I know it's a moving target, but --

Just while Rich gets ready to tell you that, and I don't know if everybody on the call has the supplement but, even including 2010, there's only $16 million that will come due in 2010 excluding the revolver.

Okay, okay.

Again, depending on the project, I think that the rates we've been quoted are more mid-2s over on those.

Okay, so mid-2s, okay.

Then going from basically 150. So 100 and maybe a little bit over.

Okay, now, in terms of your sale to Heitman of the Plaza at Delray, what cap rates did that occur at?

Well, the cap rate was somewhere between 6 and 6.25. And, again, the reason for that is they were very focused on the opportunities that we were moving on at that shopping center, and were well in the process of accomplishing. So the cash-on-cash return that they would be receiving within the first 12 months would increase. So the initial cap rate wasn't anywhere near as critical as the return that they saw coming out at the end of 12 months.

Okay, fair enough. Now, Tom, in terms of opportunities you might be seeing out in your markets from developers, not necessarily distressed opportunities but distressed developers, do you expect to see that heating up for 2009 and maybe being in a position to exploit some of those opportunities?

Well, we see plenty of those opportunities but our focus really is on executing what we have in our pipeline already for the time being, and when the time is right, we'll source the one or two best of those that makes sense for us.

But you are plan to see opportunities, whether you'll do something with them or alongside them, that remains to be seen, but there are opportunities out there that could be there?

There are opportunities already. And just to amplify that, Philip, there are opportunities that we are doing preliminary research on now that, again, are adjacencies to some of our existing shopping centers where we are seeing some significant continuing anchor leases -- or anchor interest, I'm sorry. So some of these may be generated by us without having somebody else bring them to us.

Okay, okay, my last question also is for Tom -- your development portfolio -- what's the pre-leasing number? What percent of the development portfolio is already pre-leased?

It's going to vary by project, Philip, I guess that's the best way to put it. In the case of Aquia and as Dennis alluded to, we are only going to execute once we achieve a critical mass on retail or on the next office building.

In the case of Lakeland, we have, you know, we've got five categories there where we've got at least one player in each category that we're talking to, so we would expect to be more than 50% closer to 75% or 100% committed, at least, when we start there. So it really is going to vary by project.

In the case of Hartman, you know, we have, as Dennis said, we've got an LOI from a mid box retailer, we've got a host of out lots where people are already either leased or sold, and we've got a retail building, which is 100% LOI, and we're in the process of papering those leases. So we're going to be very judicious about that and make sure that we are significantly pre-leased.

Thank you, ladies and gentlemen, there are no further questions at this time. I'd like to turn the call back to Dennis.

Well, thank you very much, everyone, for your attention. We look forward to talking with you again in about 90 days. Have a happy holiday.

Ladies and gentlemen, this concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.