Earnings Labs

The Macerich Company (MAC)

Q3 2009 Earnings Call· Thu, Nov 5, 2009

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Transcript

Operator

Operator

Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the Macerich Company Third Quarter 2009 Earnings Conference call. Today’s call is being recorded. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. Instructions will be provided at that time for you to queue up for questions. I would now like to turn the conference over to your host Ms. Jean Wood, Vice President of Investor Relations. Please go ahead.

Jean Wood

Management

Thank you, everyone for joining us today on our third quarter 2009 earnings call. During the course of this call, management will be making forward-looking statements, which are subject to uncertainties and risks associated with our business and industry. For a more detailed description of these risks, please refer to the Company’s press release and SEC filings. As this call will be webcast for some time to come, we believe it is important to note that the passage of time can render information stale and you should not rely on the continued accuracy of this material. During this call, we will discuss certain non-GAAP financial measures as defined by the SEC’s Regulation G. The reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is included in the press release and the supplemental 8-K filings for the quarter, which is posted in the investor section of the company’s website at www.macerich.com. Joining us today are Art Coppola, CEO and Chairman of the Board of Directors; Ed Coppola, President; Tom O’Hern, Senior Executive VP and Chief Financial Officer; Tony Grossi, Senior Executive VP and Chief Operating Officer. With that, I would like to turn the call over to Tom. And Before I go, I just wanted to mention we're looking forward to seeing many of you next week at NAREIT. Tom O’Hern: Thank you, Jean. Today we’ll be discussing the third quarter results, our recent financing activity, a recent joint ventures, the status of our non-core asset sale program as well as our recent equity offering. The operating metrics for the quarter generally remain solid with continued respectable occupancy levels and releasing spreads. Mall sales per foot for the past 12 months ended September 30th, were 418, that was down 3.3% compared to 428 last quarter, and…

Art Coppola

Management

Thank you, Tom, and welcome to the call. Again, we look forward to seeing many of you at NAREIT either on one-on-one meetings next week, or on the investor tour, which is November 10, Tuesday. If any of you have not been able to sign up for the investment tour and would like to please contact Jean Wood. Today I'd like to focus on three primary levels of activity. One is our de-leveraging and equity activity over the course of this year. Secondly, focus on some operating fundamentals, sales, leasing and the composition of our portfolio after the completion of our joint ventures and finally, the status of our redevelopment program. On the de-leveraging side and equity activity back in February, you'll remember that we were primarily focused on raising $500 million of equity from joint ventures and non-core dispositions over the course of the next 12 months we told you. That was in February of this year. We said we hoped to accomplish that over the course of the next year, and that moneys with all earmarked with in mind of the retirement of the $450 million unsecured term note that was due in spring of 2010. At the time, we guided you to cap rates on the mall joint ventures, which was the lion share of the program between 7.5% and 8.5% cap rates, but we also said on various calls as well as in meetings with you that we were agnostic on the joint venture program. We said that, we knew we were going to be able to complete the joint ventures that pricing would be a function of the marketplace and that time would tell on that. We're very pleased to have been able to report over the last three months the completion of our joint…

Operator

Operator

(Operator instructions) Your first question comes from Quentin Velleley. Your line is open. Quentin Velleley – Citigroup: Good afternoon everyone. I am here with Mr. Michael. Just in terms of Mervyn's, I'm wondering over the quarter, was there any NOI that was coming in from the Mervyn assets over the quarter? Tom O’Hern: There's a very small amount that started to come in through the quarter. And Tony can give you an update on the activity but there's been quite a bit of activity. There’s been quite a few deals and the red is just starting to come through. But for the quarter, we only had $930,000 and that compared with a year ago of $9.2 million from those boxes. But when we gave guidance, originally, it was a very little income that actually flowed through 2009 as a result of those boxes but they'd start to – we start to reap the benefit of a few deals in 2010.

Art Coppola

Management

Quentin, just at the beginning of the year, we had 44 boxes that we controlled through the Mervyn's transaction. And we're pleased that we've sold 27 of them, we have done 27 deals on those boxes and at the start of the year, we announced we had 21. We made some progress throughout the year and as Tom said we advised and guided that because the lead time to completing these deals. We long for the bigger boxes that we didn't anticipate a lot of the income in 2009 and most of the income would be in 2010. As well as we have transactions in the work that we hope to enact shortly in about three or four additional locations of the boxes that remain. Quentin Velleley – Citigroup: And what was the book prices of the remaining Mervyn's asset? Tom O’Hern: I think on average, we paid $8 million to $10 million per store. But that's an average. It's going to vary by location in the underlying economics. Quentin Velleley – Citigroup: And so that's 8 to 10 million on the 44? Tom O’Hern: Correct. No, they are on 41. Quentin Velleley – Citigroup: 14 Tom O’Hern: Bought 41 and we had 3 on a shorter term lease that were not part of the sale leaseback transaction.

Art Coppola

Management

And as part of our guidance next year, we will obviously be baking in the rents from the Mervyn Stores that have been released and remerchandised. Again, many of the rents of which are really just kicking in, in the fourth quarter with a lot of openings and with Kohl's and others for example, September 30. But in previous calls, I've indicated that I felt that of the $0.25 per share drag that we would have this year that we should be able to claw back at least about half of that next year. That will be baked into our guidance, but our current thinking is approximately the numbers around $0.12 a share that should begin to flow through the income next year that was not there this year. Quentin Velleley – Citigroup: Okay. And just the second one. In terms of the $566 million of capital that you've spent, on the current development pipeline, how much NOI was being generated on that capital in the quarter? Tom O’Hern: Well, that's primarily related to the Oaks. Most of which has come online last year. And that shows up on the schedule but that's been placed in service so that's not in CIP. So the Oaks has come online. The rest of that list is just being completed now. Scottsdale Fashion, there is really very little impact in the quarter as a result of that, that would be primarily fourth quarter next year. So, the only one on that schedule is the Oaks and if you look at the far right hand column of the last page of the supplemental, you will see that it indicates is Oaks are priced and service in 2008. Michael Bilerman – Citigroup: It's Michael Bilerman speaking, just a quick question just on the joint ventures. You said about the three joint ventures you did with Cadillac, GI and Heitman, and you've always talked about just doing a straight up type transaction. Was there anything in those deals in terms of a preferential return to the partner, put rights or anything else that may have altered pricing?

Art Coppola

Management

There was nothing. I mean, they were complicated joint ventures. I mean the GI deal was a 75:25 deal. You know, the Heitman deal was 51:49. All in, when you look at the overall real estate cap rates after consideration everything, the cap rates are roughly 7.5%. We did grant warrants to GI Partners, which was disclosed to buy shares that gave the exact number shares, Tom? Tom O’Hern: Roughly $31 a share.

Art Coppola

Management

Though we want to buy shares at $31 a share and we granted warrants to Heittman to buy shares at roughly $48 per share. There are complicated transactions. Those actions are repurchased from our view point at our option down the road. But basically on balance from our viewpoint, they're generally straight up 50:50 joint ventures or pro rata joint ventures. Michael Bilerman – Citigroup: But there is no preferential return. Would that affect cash flow when we're thinking about the 7.5% yield? Obviously if there is a preferential return in the joint ventures, your net cash flow would be affected. And would affect as well but I'm just trying to see if there's anything on that side?

Art Coppola

Management

On the Queens joint venture, there are no preferential cash flows. On the Heitman joint venture, there is a cash flow preference. And on the GI Partners joint ventures, there is a cash flow preference on each of those joint ventures; we would anticipate that over the course of the first, second year or so, with those preferences will be academic by the second year or so. Michael Bilerman – Citigroup: And that's just from NOI increasing or from refinancing?

Art Coppola

Management

Just from as the NOI flows through. We went through the projections and generally, it's by the second year or so that the preferences become academic. Quentin Velleley – Citigroup: How much higher is that over the 7.5, if you had to flow it through?

Art Coppola

Management

I really don't want to get into any details but it's less than a 100 basis points on average. Quentin Velleley – Citigroup: Okay.

Art Coppola

Management

I mean from the confidentiality view point, I'm not in a position to get into the details on each one, but I will tell you that on average between the two, that it's less than a 100 basis points over the 7.5 cap REIT on average. Quentin Velleley – Citigroup: And just one last question. In terms of coins, spot on. From a modeling perspective, what were the exact settlement dates of those two transactions?

Art Coppola

Management

Quentin, I'll have to get back to you on those. I believe Queens was late July and FlatIron was early September, but I will get back to you the exact timing.

Tom O'Hern

Analyst

On the closing dates? Quentin Velleley – Citigroup: Yes, the settlement date as it affects NOI.

Art Coppola

Management

We'll give you exact dates before the call is over. Quentin Velleley – Citigroup: Perfect. Thank you.

Operator

Operator

The next question comes from Michael Mueller from JP Morgan. Michael Mueller – JP Morgan: Few things. Obviously, there's been some moving parts in terms of G&A and but that's moving into the joint venture report. Tom, can you run through just what you see is going to be ongoing run rates for, say, G&A management revenues and expenses? Tom O’Hern: Yes, I mean, G&A, we typically are running between $3 million and $4 million a quarter, and I think that would be consistent going forward. As I mentioned earlier, we had some unusual transaction costs that flowed through there and created some lumpiness that I would not expect to see on an ongoing basis. We are typically around $4 million a quarter and I would expect it to be $4 million a quarter going forward. And then in terms of management, we just completed some joint ventures so the management company revenues are going to go up. We typically get, you can go through the calculation like we typically get 4% or so as a management fee. Michael Mueller – JP Morgan: Okay. What about management expenses? Tom O’Hern: They should not go up appreciably. They're fairly consistent. Michael Mueller – JP Morgan: Okay. Going back to the Mervyns' question from before, it looks like in Q3 what I gathered you had about $900,000 in income, annualize that about $3 billion, $4 billion dollars. If we fast forward a year forward, by year end 2010, what do you think that annualized run rate is of properties that are up and running and contributing NOI? How much does it go up from 3 to 4 today? Tom O’Hern: I wouldn't. If you're going to analyze this quarter, because we really didn’t have anything in the first and second quarter, we…

Operator

Operator

The next question comes from Craig Schmidt from Merrill Lynch. Craig Schmidt – Merrill Lynch: Thank you. I just wanted to get an update on the Forever 21, fashion department store since you guys are sort of having a curve there what's happening. How do they differ from the smaller stores? Maybe more importantly, what's the impact of adding 80 to 90,000 square feet of junior space on your existing junior businesses specialty stores?

Tony Grossi

Analyst

Hi, Craig. It's Tony. Forever 21 has had a tremendous start. We’ve done them in 13 boxes. They're not all open yet. They're building flagships. They built the flagship in FlatIron with us in a very large format; the second one will be in December. And they'll cycle through the renovations. And as they cycle through the renovations, you'll see a spectacular looking store open. In taking over the stores, they're delighted with the volume. We are delighted with the traffic. The traffic by our measures and the sales by our measures could be and should be greater than what Mervyns is creating for us. They are investing in additional product lines. They advised us that they have hired somebody to focus in on cosmetics. They hired a person who is focused on home goods. So there is product extension in order for them to develop their gross sales they feel, they need, and we would like to see in a bigger box format. As it relates to any transference of business from other junior categories into Forever 21. That's quite the opposite effect. We're finding that the junior retailers such as H&M, their preference or Love Culture, their preference is to be around Forever 21. So we see them today as being quite a magnitude, creating a halo effect for the mall where there's an aggregation of junior retailers in and around those stores. First of all, for all of you that would be on the investor tour next week, you are going to see one of the latest and greatest. It's not an 80,000 foot box but it is a significantly sized stores. You'll definitely see two other stores. Scottsdale Fashion Square is brand new. It open opened and there is a store in Chandler as well. Both of them are approximately 25,000 to 27,000 square feet. So they are not the huge large format stores but you will see a good representation of what they can do.

Art Coppola

Management

Our experience has been in the large format stores that in several of them, they're trending at volumes that are relatively close to what the Mervyn’s volume was but more importantly, they feel like and from our traffic counts, are generating roughly twice the traffic count that Mervyn's was generating previously where we replaced Mervyn's with Forever 21. It's a very interesting question. Look, we are way ahead of the curve, and so far we're very, very pleased with what's happening here. The founders of Forever 21 are just, you know, really terrific retailers. They've got a great organization. They have a balance sheet that's incredible. They do roughly $3 billion of sales, and they generate EBITDA numbers that are very significant. I can't put out their numbers. They're a private company. But very significant. They've been rumored to be sitting over $1 billion of cash. They're a private company. And I can’t comment on that But if you look at their balance sheet and profitability and compare them to almost any public specialty retailer or even some of the anchor retailers it's quite an impressive story. We had the chairman of one of the largest department store companies out there with us the other day, and we were walking him through one of the large format stores where that department store and Forever 21 has a store. We're very interested in his thoughts on it. He was just really impressed. I think, terrific. He said, here you are, generating great traffic. They're not competing with me, per se, and they're bringing more people to the property. So, you know, so far, look it is an experiment. So far so good. And we're very pleased with the way it's come out so far. And again, I think you'll be pleased to see one of the newest prototypes, not the big bucks, but more than just prototypes at Scottsdale Fashion Square next week. Craig Schmidt – Merrill Lynch: It's very helpful. I look forward to the tour.

Art Coppola

Management

Great.

Operator

Operator

The next question comes from Steve Sakwa from ISI Group.

Art Coppola

Management

Hi, Steve. Steve Sakwa – ISI Group: Hi, how are you. Just a clarification for Tom. If I look at page 10 of the 8k, there you got a construction of progress figure of 549. I just want to make sure, was there any NOI kind of in the quarter that relates to that or is that really all kind of non-income producing? Tom O’Hern: Once it starts to generate income, it gets moved out of CIP and into its appropriate category on the balance sheet. Steve Sakwa – ISI Group: Okay. Is there a way to kind of just reconcile that number to the information that's on page 15. I'm sorry, not 15, on 16 where you kind of break out the projects? I am just trying to –. Tom O’Hern: There's really just the major projects on page 16. There's a lot of other things that are in process. When we buy a department store building that goes into CIP until we ultimately put it back in service. And something like that's not going show up on your schedule to the extent we own land somewhere. That’s not going to be on page 15, land to be developed in the future. So, there is probably 50 line items of a small variety that’s show up in CIP are on that schedule. Steve Sakwa – ISI Group: Okay. Thanks.

Operator

Operator

The next question comes from Nathan Isbee from Stifel Nicolaus. Nathan Isbee – Stifel Nicolaus: Hi, good morning.

Art Coppola

Management

Hi, Nathan. Nathan Isbee – Stifel Nicolaus: Given the amount of capital you did raised over the last few months and couple of that with the credit market, at least for now is improved. Have you dialed down the amount of capital in your mind that you need too raise over the next few years? And I guess specifically are you still expecting to maintain the dividend in 80% stock? Tom O’Hern: Again, on the future capital side of things, you know, I would point out and emphasize that really the only significant project that we have left on the drawing boards is Santa Monica Place. And we've got money that is left to be spent on that. If we think about the sources and used of fund, If we've got $160 million left to spend on Santa Monica Place, whatever that number is, Tom, our current production is that we'll have refinancing proceeds available to us on the two major properties that expire next year that would be sufficient to take care of that. At this point in time, again, we cut back our redevelopment spend in mission critical projects only in February and the only major one left here is Santa Monica. So, we'll be finishing that up. And we feel that from internal organic sources that we have all of the capital that we need to go ahead and handle the redevelopment pipeline that’s out there and again the redevelopment pipeline that’s out there is the only thing is left are consequences of Santa Monica. Again, on the future capital side of things, you know, I would point out and emphasize that really the only significant project that we have left on the drawing boards is Santa Monica Place. And we've got money that is left to be spent on that. If we think about the sources and used of fund, If we've got $160 million left to spend on Santa Monica Place, whatever that number is, Tom, our current production is that we'll have refinancing proceeds available to us on the two major properties that expire next year that would be sufficient to take care of that. At this point in time, again, we cut back our redevelopment spend in mission critical projects only in February and the only major one left here is Santa Monica. So, we'll be finishing that up. And we feel that from internal organic sources that we have all of the capital that we need to go ahead and handle the redevelopment pipeline that’s out there and again the redevelopment pipeline that’s out there is the only thing is left are consequences of Santa Monica.

Art Coppola

Management

If you look at the last page of the supplement, it shows net cost remaining to be incurred on the various five or six projects. And in total, there's only $190 million, $22 million for the remainder of this year. About $170 next year, most of which is Santa Monica Place. So we really significantly cut back on the spend. Nathan Isbee – Stifel Nicolaus: Okay. Are you comfortable with your current debt levels?

Art Coppola

Management

Yes. Look, we are long term. Our goal is to continue equity capacity to give us Look, long term, our goal is to continue to give us the opportunity to be opportunistic in the event as time goes on there is a further consolidation in our business that we would want to participate in. Certainly for the operation of our business as it sits and not looking to external growth, we have all the capacity that we need. We could have raised significantly more equity couple of weeks ago. We had the offerings of most of the industry as rumored it to be was way, way, way oversubscribed. And we could have raised much more equity, but we felt it was the appropriate amount we wanted to raise, that amount which would give us the capacity to be somewhat opportunistic in your capacity, to operate out. And more importantly put us in a strong position for the extension of our revolver. So we feel comfortable with where we are, but as my friend Milton Cooper says, you can never have too much equity so who knows? As time goes on, we may extend that stock dividend beyond where we are for example as a mean to continuing to retain cash and continue to delever the company. That would be the obvious place to further equitize and delever. Nathan Isbee – Stifel Nicolaus: Okay. And then moving to 2010, just going back to that, where do you stand today in terms of 2010 leasing versus last year?

Art Coppola

Management

Tony, you want to address that some.

Tony Grossi

Analyst

Nathan Isbee – Stifel Nicolaus: Okay. So it's not, like you've dialed back your efforts right now waiting for a better holiday season or anything like that?

Tony Grossi

Analyst

No. There's no conscious effort in terms of delaying any 2010 leasing. We are, we are fighting for our rates and where we don't get rates, we will do shorter term leases. I think we've reported that in prior calls as well. Nathan Isbee – Stifel Nicolaus: So the stuff that you have signed, where were your spreads?

Tony Grossi

Analyst

Tom O’Hern: To the extent that those deals have been signed this year and they are in the leasing spread numbers they're already spoke to 21% in the second quarter, 14% in the third.

Tony Grossi

Analyst

In the third quarter, leases that were signed in the third quarter, many of those may have been for renewals that happened in 2010. Nathan Isbee – Stifel Nicolaus: Okay. Great, thanks.

Tony Grossi

Analyst

Thanks. Tom O’Hern: Thanks, Nate.

Operator

Operator

The next question comes from Rich Moore from RBC capital. Rich Moore – RBC Capital Markets: Good morning, guys. Tom O’Hern: Hi, rich. Rich Moore – RBC Capital Markets: Art, I remember a time when you would always tell us about the many projects you had coming in three, four, five years down the road. Are those days kind of gone, do you think, and will you have a whole do you think in 12, 13, 14 if you are not starting anything or thinking about starting something currently?

Art Coppola

Management

No. As I look at it, we look at the opportunities for growth for this company going forward. The opportunities remain in the redevelopment pipeline. There are limited opportunities on the external side to grow this company because there are limited properties to buy. And I’m not going to comment on other major portfolios out there. But I am, for my viewpoint, I view the external acquisition environment as being certainly limited in scale and scope. There are finite number of properties out there that would be of interesting to anybody. So that leaves you with ground up development. And redevelopment as being the drivers of your significant kind of non-remerchandising growth and on the development side of it, we have nothing eminent out there, but when the economy rebounds, which it will one day in Phoenix, we’re well positioned down the road in Phoenix. But we’re talking several years down the road in Phoenix. And on the redevelopment pipeline, we had roughly 30 or 40 properties that were candidates for redevelopment at different points and still are. But, in February of this year and before, we cut our redevelopment activity down to just mission critical activity, and at this point in time that’s where it remains, these properties and these redevelopment opportunities aren’t going to go away because we own the properties. So it’s embedded growth that you can tap into when you want to tap into it. And there will be opportunities. Some of you may have noticed in some of the press, for example, that we had announced plans to expand our property at Walnut Creek, Broadway Plaza last year. And we had announced plans to expand it by adding Neiman Marcus to our line up of Nordstrom and Macy’s there, and we just won an election…

Art Coppola

Management

There is different phases of early work, this is a good time to be doing entitlement work, for example, so we do a lot of entitlement work in a market like this where we get approvals to do things in the future. That's a great time to go into a city and to talk about doing something for the future to build jobs and, create taxes for the city so we have great success on the entitlement side and in environment like this. It's part of the reason, frankly, I think that the voters in Walnut Creek which is a no-vote community today voted 71 to 29 to allow to us to add Neiman Marcus as part of it because of the economy we find ourselves in. So it’s a great environment to get entitlements. Even though you don’t intend to tap in to. We do spend a fair amount of time and have been spending a fair amount of time really getting the entitlements for our properties enhanced so that we really have a pipeline for the future to tap into at the right time. Rich Moore – RBC Capital Markets: Okay all right. Very good, thank you and then Tom, if I could real quick, on the lending side of things, who are the lenders that are most interested at this point. And are you hearing any changes or have you seen any changes in the past few months as you look at, at secured mortgages in terms of loan-to-values or recourse, that kind of thing, pricing? Tom O’Hern: Well I’m not going to give away trade secrets, Rich, and give you the names of all of lenders. But I will tell you that the life companies continue to be active for quality assets, quality sponsors, and, conservative…

Art Coppola

Management

Thanks Rich.

Operator

Operator

We'll take the next question from Christie McElroy from UBS. Christie McElroy – UBS: Okay. Good afternoon, guys. Just following up on your lease termination fees excluding the six million from the one tenant that you mentioned earlier, can you just provide a little detail on the composition of the other five million, was it high end or moderate tenants. Was there a regional trend just trying to get a sense for where the closings are coming from. And then also was there an impact from the write-off of straight line rents in Q3 associated with the termination? Tom O’Hern: There's always some of that, Christie. What you'll see is you'll see some lumpiness both in straight-lining of rent and SFAS 141 income. And it usually relates to tenant that terminate in a given quarter and you’ve got to write off either the receivable. And then in SFAS 141, it can either be a receivable or liability so it could go either direction, we have some of that. In terms of the lease terms, it was a variety of different tenants. There was no real trend other than the big one, the $6 million termination fee we got was from rule. And it was, a concept, they're not aggressively pursuing any longer. And as it turned out, those were stores that four of our better malls. So its quality space and they came in and we are able to strike a deal that worked for both sides. So that was the only one that was a large amount from one particular tenant, the rest of that was scattered geographically and by tenant. Christie McElroy – UBS: And then just following up on the geographic differences, can you discuss differences in trends and sort of market rents and occupancy and Phoenix…

Operator

Operator

The next question comes from Alexander Goldfarb from Sandler O’Neill. Alexander Goldfarb – Sandler O’Neill: Thank you and good afternoon.

Art Coppola

Management

Hi, Alexander. Alexander Goldfarb – Sandler O’Neill: Just going into redevelopment for a moment. Obviously driving up the dig and you pass by a Cross County to see all the activity that you guys are doing there. How else do you keep your redevelopment and development team busy? You guys have created some good stuff over the years, but if the opportunity set right now is sort of limited, how do you balance, retaining people versus having to cut back where you need to? Tom O’Hern: Well, we had a very major reduction in force in the company back in February and March of this year with the lion's share of it frankly being in the development and construction areas. And going forward at this point in time, we've got, again, I made reference to the fact of Rich's question, I think a lot of those folks that are involved in the redevelopment side also have very strong skill sets in the area of entitlement. So one of the things that we do, for example, in times like this is if you don't have a shovel in the ground that one of the things that can be a very productive use of some of those folks time. Is to work on the entitlement side of it which in many cases can take a significant amount of time, but there is huge amount of value that's achieved by tapping into those entitlements as I mentioned in this environment it is a particularly good environment politically to be working in most communities to get entitlements, given the state of the economy. So we basically, again we had very major cut backs to scale down to the level of development, redevelopment activity that we have and then you do begin to rotate people more into the soft site of the business or the entitlement side as opposed to the hard side of the business or the actual brick and mortar side? Alexander Goldfarb – Sandler O’Neill: Okay. And then a question for Tony. As you see tenants starting to re-expand again, are you seeing more domestic tenants interested in expanding or are you seeing some overseas? Or was that one center may be talking about I guess it's charted Mexico coming up. Just want to get your take.

Tony Grossi

Analyst

Yes we see some international retailers testing the waters with concepts. But one of the retailers that we're getting momentum is (inaudible) and we've done a couple of deals you'll see in lots [ph] of fashion in terms of their location it won't be open just yet. But we have several deals worked through with them and they've been in the U.S. for five years now. But they haven't worked their way west. And now that they are expanding west, we have a very deep pipeline for that. So we're seeing expansion from international players such as H&M as well some additional new concepts from domestic players. Gymboree has a new concept we've done several deals with them. Arab Hotels has a new concept called TS. And we've done business with them and as well as there is a California entrepreneurial company that's similar to H&M or Forever 21 called Love Culture. And we also have a significant pipeline with them. Alexander Goldfarb – Sandler O’Neill: So would you say it's still mostly domestically driven or would you say the internationals are growing quicker in the U.S. than the domestics?

Tony Grossi

Analyst

I wouldn't say the internationals are, I think that I would say they're testing the market right now.

Art Coppola

Management

The expansion in the U.S. is primarily still domestic driven retailers. But the international influence frankly is a complete add on which is nice to have. Alexander Goldfarb – Sandler O’Neill: Okay.

Art Coppola

Management

It's a new source of demand. So you have your existing source of retailers whether they would expand. Now we had a new group of retailers that are moving in. so that it's a nice increment. Alexander Goldfarb – Sandler O’Neill: Great. A final question just goes to your holiday expectations. How are you guys doing as far as your temporary leasing both on a cart and then vacant in line where you're able to refill it with the temporary tenant. How are you doing this year versus your historic patterns for that?

Art Coppola

Management

We have two products. We have mall program and business development program. And we're pretty much the same as last year in terms of our mall activity. We've got good occupancy and good rate, we haven't seen much push back in those areas. We're doing very, very well in the east. It seems that there is tremendous demand rising (inaudible) for on-mall activity. And as well as we're really gaining some momentum on the mall as a media concept. And we've done that for a couple of years now, and we've managed to increase our business 15% year-over-year in that area with the likes of Sony and Microsoft, nationwide Amex just to name a few. Tom O’Hern: We were up for the quarter and specially leasing. We came in at $10.9 million that was up about 6% compared to the third quarter of last year.

Art Coppola

Management

Just back to the Mervyn's comment, the empty boxes that we had, we took the opportunity to populate them with the Halloween business. And just that one activity generated about a million dollars for. Alexander Goldfarb – Sandler O’Neill: Okay. Thank you.

Operator

Operator

And this is all the time we have today for questions. I will now turn the conference back over to the speakers for any closing remarks.

Art Coppola

Management

Great. Thank you for being with us. We look forward to seeing many of you on one-on-one meetings next week in Phoenix at NAREIT. And again, we'll see many of you on Tuesday at our investor tour. And again, for those of you that were not able to get signed up on that, we may still have some room so please contact Jean Wood here in our office. And look forward to seeing you next week. Thank you very much.

Operator

Operator

This does conclude today's conference. We thank you for your participation.