Washington Prime Group Inc.
Q2 2020 Earnings Call Transcript

Published: 11 Aug 2020

[Operator:]

Welcome to Washington Prime Group’s Second Quarter 2020 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to your speaker today, Lisa Indest, Executive Vice President and Chief Accounting Officer. Thank you. Please go ahead.

[Lisa Indest:]

Good morning and welcome to WPG’s second quarter 2020 earnings call. During today’s call, we will make certain forward-looking statements as defined by the federal security laws. These statements relate to expectations, beliefs, projections, plans, and other matters that are not historical and are subject to the risks and uncertainties that might affect future events or results. For additional descriptions of these risks, please refer to our earnings release and various SEC filings. Management may also discuss certain non-GAAP financial measures. Reconciliations of each non-GAAP financial measures to the comparable GAAP measure are included in our press release, supplemental information packet, and SEC filings which are available on the Investor Relations section of our website. Members of management with us today are Lou Conforti, CEO; Mark Yale, CFO; Josh Lindimore, Head of Leasing; and Dan Scott, SVP of Development. Now, I’ll turn the call over to Lou.

[Lou Conforti:]

Thanks, Lisa, and good afternoon, everybody. While, the impact of COVID -- the COVID-19 pandemic has of course temporarily impacted the Company, my colleagues have displayed an esprit de corps, which is more than noteworthy. And these efforts have manifested themselves both a business and philanthropic perspective. For instance, WPG Cares has performed over 900 community service projects while Open for Small Business has been at the forefront of ensuring not only the survival but the prospering of local entrepreneurs and small businesses. These civic measures have not only provided immediate assistance to those in need, they have further solidified our town centers as an essential member of the community they serve. While the wellbeing of guests, tenants and employees is obviously of the utmost concern, what has even been more remarkable is our continued progress during this national crisis. And let me provide you a few -- the highlights which deserve attention. First and foremost, we took any issue regarding our credit facility off of the table. We received the requisite lender consent for the modification of our existing $1.3 billion credit facilities, which included an immediate waiver of certain financial covenants, as well as less restrictive thresholds thereafter. Consideration is temporary partial collateral, with release available beginning the third quarter of ‘21, all-in-all, a great outcome. Next on the list, leasing volume -- and I’d like everybody to listen up to these couple of tidbits, during the first six months exhibited a 7% increase year-over-year, totaling 2.2 million square feet. And as importantly re-let -- releasing spreads increased 6% in the second quarter, reflecting the strongest quarterly improvement over several years. And as a matter of fact, during the height of the pandemic, in March, April, May and I think, Josh, June 182 leases were signed, totaling 1.3 million square feet. Of the 18 adaptive reuse projects we have underway, filling retrofitting and filling a big box, a former department store box, every single one of the tenants involved have reaffirmed their commitment to occupy their respective premises. Admittedly, seven have delayed opening until the second quarter of ‘21 to take advantage of seasonality -- of seasonal factors. And Dan Scott and his team and Erich Stehle delivers the product, our construction head. They’ve done an amazing job, in one, having those reaffirmations as well as delivering products. Two quarters ago, we discussed the monetization of a few of our sites and we’re pleased to report an LOI, a letter of intent was executed for the mixed use redevelopment of Westminster Mall at a valuation in line with our expectations. In addition to net proceeds in excess of $50 million, this joint venture allows WPG to maintain the retail component, while a nationally recognized development company delivers multifamily product to the site, which of course inures to the benefit of retail, because of more people, and so on and so forth. Next, Fulventory, the Company’s recently launched last mile fulfillment initiative has been met with tenant response, which has surpassed everybody’s expectations as evidenced by an 80,000 square foot medical products fulfillment space to a major university, inventory clearance facility to a national sporting goods retailer and discussions are underway with several logistics providers and tenants to satisfy portfolio wide fulfillments solution. The factors that benefit Fulventory include well-located assets, situated long major transportation networks, a financial benefit to tenants, especially when factoring in buy online pickup in store capabilities, and the innovative manner, quite frankly, by which we’ve approached this effort. Fulventory is going to be a game changer. I’m going to talk about our NOI decrease. And it’s important that we deconstruct, and Mark will provide further detail. As a result of the pandemic, our comp NOI -- second quarter comp NOI, pardon me, decreased 44.6%, comprised of a 53.1% and 24.5% for Tier One and Open Air, respectively. Let me explain the following factors

[Josh Lindimore:]

We’re standing at 17 right now with about $1.7 million in incremental NOI.

[Lou Conforti:]

So, incremental, brand spanking new NOI is $1.7 million on 17 tenants. That’s quite frankly -- you can use a harsher word, but were -- let’s just say they were unhappy with where they were hanging out. And now they’re part of the WPG family. I’m going to take a moment to point out an interesting observation. And I can go in detail if anybody wants to call. I’ll probably put a little white paper out. But, it supports my conviction regarding the viability of midsized cities and via extrapolation WPG assets. And you can’t get a better endorsement than my mentor in the space who said it -- couldn’t have said it better yesterday when on his earnings call he said look for a resurgence in the Midwest. Okay. So, Midwest is proxy midsize for us, and I can show you the regression -- the correlation, which evidence is that. But midsize MSAs have experienced more robust growth rates when compared to their larger counterparts, ecosystems, i.e. cost of living and conducting business, a heck of a lot lower than large counterparts. Their mid sized cities are hotbeds of innovation as a result of us then being the home of higher educational institutions and technological advances allow for more dispersed residency. And for all you ones out there, back in 80 -- 1980, there was a book by the name of Population Dispersal, which really offered a forecast of life, physical agglomeration would diminish in importance. We need a heck of a lot more time series data to reaffirm this. But, I will tell you, our tenant monthly reported sales over the last couple of months has shown just that. So, hail the midsize city everybody. Two more things. I’m of the belief, corporate culture -- our corporate culture at WPG emphasizes respect. Notwithstanding, we should always strive to improve to address such crucial matters as diversity. In this regard, we’ve established an inclusion committee to continue to execute upon internal and external recommendations. And it’s very important to me personally as it is to my partners sitting around this table. In closing, it’s important to highlight the cooperation and support of our credit facility participants and other financial partners, their confidence of our operational capabilities, services and endorsement, as we continue to execute upon our focus objectives. So in summary, we did what others have not been able to do with respect to our financials, with our credit facility. Our leasing was as good as if not better than anybody. We have taken a strategic course pursuant to collections, which obviously impacted NOI. But guess what? Collections weren’t just for second quarter and as evidenced by our increased collection rate and our tenants wanting to be our partners, we’re on the right path. Mark, you’re up.

[Mark Yale:]

Thanks, Lou. And good morning, everybody. Obviously, the significant news from a balance sheet perspective involves the pending credit facilities modification. Today, we have received the requisite lender consents for such modification, and we expect to close by the end of the week on the revised facility. As Lou mentioned, through the immediate waiver of certain financial covenants and less restrictive thresholds into next year, including a permanent increase to limit for overall leverage to 65%, the modifications should provide us with a bridge to the other side of the pandemic. While it comes with the cost, including temporary collateral, restrictions through negative covenants and an increase in pricing, it does allow us to run our business, and most importantly, continue with our strategic redevelopment investment. We will provide full details of the modification upon closing. We should also mention that we are in compliance with the bond covenant as of the second quarter of 2020, both prior to and pro forma for the credit facilities modification. When considering the uncertainty associated with COVIDs significant risk exist to any forecasting in the current environment, notwithstanding based upon our current projections, we believe that companies should have the necessary flexibility that will allow us to navigate and maintain compliance with our modified credit facilities and bond covenants for the foreseeable future. For covenant forecasting purposes, this assumes a slow recovery with continued pressure from the pandemic, especially for the remainder of this year. We did finish the second quarter of 2020 with available liquidity of approximately $144 million, when including cash on hand. Based upon cash collection trends, since the reopening of our properties, including over 70% rate for July, we’re assuming improved cash flow for the second half the year, which should result in the Company finishing 2020 with $150 million to $175 million of liquidity. The cash forecast does include approximately $50 million of redevelopment spend over the next six months. It also assumes that minimal common dividend payments are needed over the remainder of the year to address REIT distribution requirements. We also expect that within the next six months to transfer back our remaining non-core enclosed assets of Charlottesville, Fashion Square; and Muncie Mall, resulting in additional debt reduction of over $75 million from our current balance sheet. In terms of remaining 2020 secured debt maturities, we only have Port Charlotte that is scheduled to mature in November. At this time, we have a deal negotiated with the servicer for a one year extension without any principal paydown. Now, let me turn to our quarterly financial results. When adjusting for the impairment charge, taken on the settlement of a notes receivable, FFO for the second quarter was a $0.01 per deleted share. These results were directly burdened by the $53.4 million or $0.24 per share decline in property NOI quarter-over-quarter. To put this in perspective, 26% or $43 million of our base rents and charges for the second quarter were deemed uncollectible, primarily driven by rent abatements and bad debt associated with bankrupt tenants. As Lou referenced, we have taken a longer term view of relationships with our tenant partners throughout the portfolio. We believe this is reflected in the level of modifications agreed to during the period as we look to help our tenants through these difficult times, especially with respect to our local and regional partners. By the way, the vast majority of these deals include a suspension of any co-tenancy or kick out provisions that the tenants might have during the period deferred rents remain outstanding. Additionally, loss percentage rent and especially leasing income directly attributed to mandatory property closures resulted in another $10 million of quarter-over-quarter decline. With the reopening of our properties, we do expect to see a rebound in this activity during the second half of this year. We also took a hard look at the collectability of our 2019 tenant recovery reconciliations that were built during the first half of this year, along with our estimates for our 2020, reconciliations to be built next year. Finally, these revenue increases were partially offset by lower property operating expenses during the period. When looking beyond second quarter NOI performance to other operating metrics, solid leasing volumes, positive quarterly releasing spreads, an increase in comp sales for the month of June, portfolio occupancy at nearly 92%, and finally, a robust redevelopment pipeline ready to come online within the next year, we believe we are well-positioned as we focus on getting through to the other side of this pandemic. In terms of department store activity within our portfolio during 2020, we had one Macy’s closing impacting our noncore property in Muncie; a JC Penney is shut down at Southgate to make way for a new Scheels All Sports store, and Sears has closed their stores at Orange Park, Whitehall and Northwoods. At this point, we’re not aware of any other planned closures within our portfolio. Finally, due directly to the COVID-19 pandemic, we have previously withdrawn our full-year 2020 guidance, and we have no plans to provide updated guidance at this time. We will now open the call up to any questions. Thanks.

[Operator:]

[Operator Instructions] And we do have a question from the line of Floris van Dijkum from Compass Point. Your line is open.

[Floris van Dijkum:]

Thanks. Good morning, guys. I wanted to -- a couple of questions. Maybe if you can talk about what percentage of your rent is being impacted by bankrupt tenants this quarter?

[Mark Yale:]

Yes. I mean, what I can tell you, Floris, is it’s certainly a pretty significant number. We have $50 million worth of bad debt that impacted our numbers, about 14%, 15% of our base rent and charges, and what, Lisa, probably about half of that relates specifically to bankruptcies. And I should point out that, clearly, there’s a narrative that bankruptcies are elevated this year, but we are tracking the last year’s activity. So, it’s not significantly above and beyond what we saw in 2019 and probably for that matter 2018 as well, at least within our portfolio.

[Floris van Dijkum:]

Okay. And maybe I missed this. But, did you mention, what percentage of your tenants have reopened?

[Mark Yale:]

Yes. So, we have all of our malls open except for two in California that are available for curbside. But, when you look at the properties that are fully open, were -- somewhere between 92% to 93% of our tenants have reopened.

[Floris van Dijkum:]

Right. And maybe, if you could give some more details on the joint venture at Westminster Mall, and are you making progress on potential joint venture initiatives that some of the other properties you had mentioned previously?

[Lou Conforti:]

Yes. With respect to the progress on both, Clay Terrace and WestShore, Floris. And it’s just very simple, the joint venture at Westminster. We were adamant about maintaining obviously the retail component along. It’s on the 405 and remained. And the highest invest for a large slot, large portion was multifamily. We got a very good, certainly an acceptable prior evaluation on that. We get our cash predicated upon the delivery as you can imagine, zoning -- some zoning requirements, and we maintained the retail component. So pretty straight forward. And the other two, very close on -- quite frankly, very close on one and we're just evaluating what's in the best interest of the Company. But, as stated, we were going to monetize those and several other interesting opportunities within our portfolio.

[Mark Yale:]

And Floris, just to emphasize, I mean, we are in active conversations on the other two. And this has all transpired this year and over the last several months. So, even in the current environment, there are clearly folks interested in these opportunities at all three of the properties we have previously identified.

[Floris van Dijkum:]

Great. Just to make sure that -- so you got $50 million for a JV interest. How much more equity or capital do you think you need to commit to this? Is there no more capital commitments on the residential portion of that, or -- and what's your stake on that, or are you selling that completely?

[Lou Conforti:]

No. There is no more obligatory commitments on our part as it relates to Westminster.

[Floris van Dijkum:]

Okay. But, you will keep a stake in the residential, or have you sold that…

[Lou Conforti:]

We will keep a stake in -- I said retail. Maybe I said -- I apologize, I'm -- I think I said retail. But, no, we're not going to -- we're not in the residential business. And the best course of action obviously was to find a great multifamily developer and do a deal with them.

[Floris van Dijkum:]

Got it, great. I'll let the next person ask.

[Lou Conforti:]

All right.

[Operator:]

Your next question comes from the line from Ki Bin Kim from Truist. Your line is open.

[Ki Bin Kim:]

Can you go back to the comments about sales volume? And you said you're seeing some decent improvement. Can you just provide some more color behind it? And, what percent of tenants does that actually represent for your in line tenants, the data that you are mentioning?

[Lou Conforti:]

So -- and because my script was getting too long, let's say -- let's just say I was nudged to omit a portion. But, we have -- and I am looking as I am talking, we have data -- categorical data for every one of our tenants and it's categorized via regions, retail, i.e., merchandise categories. There is two or three other -- Josh?

[Josh Lindimore:]

It's tenants, it's regions, it's retail merchandise, Ki Bin, and then -- and you can actually go down from the mall level. And when you look at the data, and I think Lou touched on it, it's certainly a small sample size. But, when we look at data internally...

[Lou Conforti:]

Small time frame.

[Josh Lindimore:]

Small time frame.

[Lou Conforti:]

Good example…

[Josh Lindimore:]

When you look at it, it's certainly -- it’s positive in the -- in particular, in the Midwest region in our smaller markets, what we're seeing is these retailers seem to be doing better than they are in some of our larger markets. And we think there's a multitude of things that are driving that. One, customer staying home, not wanting to go to a larger market, larger mall, larger center with 1.5 million, 2 million square feet, being around people. So, we're certainly buoyed by the information coming out so far.

[Lou Conforti:]

And all the talk, Ki Bin, and others -- is not talk, and the actions, as it relates to transforming our assets into the dominant town center, it works. And it works when we combine food, beverage, entertainment, home furnishings, fulfillment, events, activities, insulation, drive-in movie theaters, so on and so forth. It works. And by virtue of our location and by virtue of our dominance within that market, again, a couple -- a limited time series does not a hypothesis make. But, we believe in this business. We've always believed in this business. Our lender participants obviously believe in this business. Our tenants believe in this business as evidenced by more leasing, which is as -- my mentors, David Simon and Rick Sokolov will tell you, Lou, keep your nose to the grindstone and lease goddamn space. And we've leased space. Our adaptive reuseers, Dan, believe in this. And it should mark us to gauge us on second quarter NOI, is maybe the most -- and you are not -- not that you are doing it, Ki Bin, and this is pontificating a little bit. But, it's silly. It's silly. Look at our collection rate, and I'm going to find joy in continuing to prove people wrong. This is about leasing space. And it's about diversifying tenancy. It's about doing all the things that we've done. And just look at our operating metrics from a lease volume adaptive reuse standpoint. What else you got for us, Ki Bin?

[Ki Bin Kim:]

I might have missed it in your opening remarks, but did you actually give like a high level sales volume as a percent of last year's volume number?

[Lou Conforti:]

We did. And I -- let me grab that…

[Lisa Indest:]

0.6%, we actually had positive June over June sales.

[Lou Conforti:]

Was it 60 basis points? Okay.

[Lisa Indest:]

60 basis points positive, the month of June '20 compared to the month of June '19.

[Lou Conforti:]

I mean, put that in perspective. I don't think you saw that on Madison Avenue in the '60s and '70s in New York. I don't think you -- and again, it's as much that midsize thesis as well as our idiosyncratically working are behinds off to make our assets the places to be. And, look at what our tenants are telling us or signing leases. So, 60 basis points, and that will be interesting to further validate as you get more time series data.

[Ki Bin Kim:]

Got it. And can we turn to your NOI performance? And I know it's a snapshot on time and it’s just…

[Lou Conforti:]

Sure.

[Ki Bin Kim:]

For 2Q, which is probably the bottom, but just so that we understand the starting point. The minimum rent decreased 24% or $27 million. I'm just using the disclosure for comparable property on NOI. How much of that is bankruptcy related versus -- is abatements in that number, that decrease, or would that be in collectibility of rent? I'm not sure what goes in what bucket.

[Mark Yale:]

I mean, Ki Bin, I think, probably the best way to look at this, and it gets a bit complicated when you start looking at what's in min rents and what's in bad debt and so on. But basically, we talked about the fact that we believe we ultimately will collect through deferrals, cash collected to date, still some outstanding receivables to date, 74% of our base rent and charges. So, that means 26% was deemed uncollectible. Probably maybe, Lisa, that’s 60-40, what I'll call abatements or modifications versus just bad debt. Then, on top of that, as I mentioned, the other part to focus on is our percentage rent and our short-term specialty leasing, which would not be in that number. That was another $10 million of drag, which we believe -- and we do know with all of our properties open, that's going to recover, and that will recover quickly.

[Lou Conforti:]

I'm sorry to interject. It's not only recovering with respect to existing tenancy, by what Josh mentioned with respect to our going out after, and this was a concerted companywide effort of getting small businesses. We're not only recapturing our existing, we're getting those that realize that they benefit from being in the WPG asset. Sorry, Mark.

[Mark Yale:]

No. I think that gives the perspective. I also mentioned that we took a hard look at some of the other receivables estimates we had on the books. We actually had our 2019 reconciliation, recovery billings, mostly taxes. So, that was billed in the first half of this year. And we took a hard look at collectability there. And we also refined our estimates for what we would be able to bill next year. And that was close to another $5 million. So, from our perspective, a lot of one-time items that were associated with actually being shut down, and certainly, as you mentioned, we are very confident that the second quarter will be the low point in terms of NOI, and we will build from here.

[Lou Conforti:]

And to further, there's such relative -- they're such -- on a comparative basis, such variability. Of course, we look at peers from a comparative standpoint. The litmus test is future -- and Ki Bin, you pointed this out, I think as the headline, our recent collectability. But from an OpEx -- and I'm going to do quote unquote savings standpoint, anybody that putzed around with repairs and maintenance and didn't, it's going to bite them in their asses. And we erred on the side of conservatism, not only pursuant to our -- with respect to our estimates, but just as well as understanding that the assets that we own, and we've been very good at getting rid of those that -- where the opportunity cost isn't commensurate with the risk. Those assets that we own, they are that our dominant town centers. And we weren't going to not maintain an upkeep. So, I see these NOI numbers that are all over the board, and it's purely predicated upon, one, a collectability estimate; two, how did you wink and nod with respect to repairs and maintenance, which is part of OpEx? And as evidenced by our leasing volume, adaptive reuse reaffirmations and so forth, our strategic decision was absolutely the right one. So, the headline of…

[Ki Bin Kim:]

You make a good point about…

[Lou Conforti:]

I'm sorry?

[Ki Bin Kim:]

No. Go ahead.

[Lou Conforti:]

No. Go on. Go on, my friend.

[Ki Bin Kim:]

So, you make a good point about expenses and obviously, you can hold back on certain things that are controllable. You guys showed about a $6.4 million decrease in expenses year-over-year. I'm talking about the same store pool here. How much of that is sustainable?

[Mark Yale:]

Well, part of it was, you can see our real estate taxes were actually a negative comp. So, I think, on just recoverable operating expenses, it was about $7.6 million. Certainly, we are planning on having savings in the second half of the year, probably won't be to that level, but we do have reduced hours. And I want to be clear. I mean, we're taking a look at every dollar that goes out. These were decisions that were made. As it relates to repairs and maintenance, it was very much that if we had a repair that was going to need to be taken care of and ultimately could end up costing us more money down the road. We took care of it. There are some things we decide to do with the properties closed that we could get accomplished and addressed without folks and our customers in the property. So, all of that went into it. But, we continue to look for ways to save dollars. That's going to be important as we get to the second half of the year. And we fully expect to have expense savings in the last six months.

[Operator:]

[Operator Instructions] Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. And you may now disconnect.

[Lou Conforti:]

Thanks all.