Washington Prime Group Inc.
Q4 2019 Earnings Call Transcript

Published: 27 Feb 2020

[Operator:]

Ladies and gentlemen, thank you for standing by and welcome to Washington Prime Group Fourth Quarter 2019 Earnings Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions]I would now like to hand the conference over to Lisa Indest, Executive Vice President and Chief Accounting Officer. Thank you. Please go ahead.

[Lisa Indest:]

Good morning and welcome to WPG's fourth quarter 2019 earnings call. During today's call, we will make certain forward-looking statements as defined by the federal securities 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 a detailed description of these risks, please refer to our earnings release and various SEC filings.Management may also discuss certain non-GAAP financial measures. Reconciliations of such 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, Senior Vice President of Development.Now, I'll turn the call over to Lou.

[Lou Conforti:]

Thanks Lisa and hey everybody. My colleagues and I we've worked hard and smart to differentiate our company by diversifying tenancy, activating common area, and undertaking value-added adaptive reuse.In addition, we've made sound financial and strategic decisions as well as demonstrating the ability to access traditional as well as more resourceful capital. Take for instance our decision during the previous four years to dispose of 17 assets, not including out parcels and the like and which we considered in Congress to our dominant town center objective.Regardless of the short-term dilution, this action has proved more than prudent allowing us to devote our time and money to those assets most able to benefit from focused adaptive reuse.Our progress to-date and Dan, Scott is here and as is Josh, we can -- we will talk about -- more about that in a moment, our progress to-date illustrates we've made the right choices.Notwithstanding there continues to -- there continued to exist skepticism as it relates to the necessary capital required to accomplish this adaptive reuse mandate. The reset of the dividend is a tenant to alleviate any doubt whatsoever.As opposed to acting out of weakness, the Board proactively made this decision at our earliest available opportunity. I mean to me it's just so darn simple, our fiduciary responsibility is to allocate capital accordingly and this decision to enhance -- to enhance our liquidity was common sense and logical.I am going to say the simple table below but that won't work so this -- we provided a very basic table which clearly illustrates this improved cash flow. Several relevant factors should be noted including a pretty healthy -- very healthy $70 million of tenant allowance and CapEx is deducted from FAD and this table doesn't call for the need for a dollar of additional credit facility borrowing.And I want everyone to turn to it at their convenience because it shows that long story short that our estimated FAD payout ratio is now about 62% -- 63% and so and that contemplates the six projects -- the fixed adaptive reuse projects. Dan, Scott's herculean efforts with respect to filling 77% I believe -- 75% of our boxes. Six projects in 2019. We anticipate starting another 12, four, and eight in 2020, 2021, and 2022 respectively, that's all included in our cash flow analysis. Hence simple extrapolation illustrates we have plenty of free cash to deliver these projects.I want everybody to also think about the following financial metrics and just take a look and see how we stack-up against our sector peers. Furthermore, when it comes to leasing, volume, and resolving department store vacancy, while it's difficult to glean comparable information from some of our peers, I take the leaders -- I take the over we are leaders on a relative size basis in both endeavors. Those metrics I'm talking about unencumbered NOI to total NOI 56%; Open Air NOI to total NOI 27%; EBITDA to interest expense 2.6 times; combined Tier 1 and Open Air NOI over total NOI is now 93% and our occupancy cost I believe – it is the best in Italy in the sector at 11.2%.I want to do – I want to talk about one other point as it relates to Open Air NOI. When you include nine assets we classify as Tier 1 but have an open-air format and these are great great assets. Arbor Hills, Arboretum, Clay Terrace, Malibu, Oklahoma City, Scottsdale, Town Center, Waterford Lakes, our Open Air portfolio increases to 40% of total NOI.Give us the shittiest, I am sorry, I can’t swear, give us the clumsiest multiple of a strip center pier and our assets are quite frankly better than anyone – everybody stayed for a couple of fields and do that extrapolation and coefficient weight that's 40%.During last quarter's earnings release and conference call, we provided a summary of incremental NAV, which had a potential about two bucks for three redevelopment assets. This analysis assumes we sold the fully entitled land parcels to developers of residential, lodging and office but we would maintain the responsibility of retail.The capital investment required to deliver this fully entitled land parcels is a deduct from NAV. I bring that up, because in this light we're pleased to announce the first of our three redevelopments, it's underway at Clay Terrace; Westminster and WestShore are the other two very large ones, they are certainly underway and then – via the entitlement process and we're making great progress but Clay Terrace is really, really underway.It's going to be comprised of 290 – a 290-unit multifamily rental project, 140 guest room hotel, a new office space totaling 200,000 square feet and an additional 70,000 square feet of space intended for lifestyle tenancy. For the non-retail stuff, we are far along in negotiating with several very reputable developers and we look forward to that as well.In closing, we're going to continue to prove our assets via differentiated tenancy and dynamic activations, where our company is also increasingly embracing the fact we are an essential participant, regarding the logistics, distribution and delivery of goods and services, which speak to an omnichannel perspective, so stay tuned.As the dominant town center within our respective trade areas, it's imperative we provide convenience, in addition to interesting alternatives where our guests can eat, shop, work, play and live. With this in mind, my colleagues and I we are going to get back to our jobs and continue to grind it out and I'm going to say one more thing, my colleagues at Washington Prime Group not just the guys and girls sitting around this table are the most amazing group of people that I've ever worked with.They are – the esprit de corps and in a certainly interesting sector has really been I just – they make me want to get up every day and they give me the intestinal fortitude to listen to some of the questions that I'm going to be receiving from some of the analysts. Mark you're up.

[Mark Yale:]

Thanks, Lou. We finished the end of 2019 with available liquidity of just over $500 million, when including cash on hand and capacity on our credit facility. Additionally, when considering the expected $50 million of net proceeds this year from the sale of outparcels and other non-core assets and the over $65 million of annual free cash flow availability based upon the dividend reset that Lou mentioned, we continue to feel comfortable with our current liquidity levels.We are now well positioned with the current capacity on our credit facility to address the upcoming April 2020 maturity of our $250 million bonds. Please note these aforementioned bonds are our only unsecured debt maturity through the end of 2022, when our credit facility and related term loans mature.Moreover, we remain well situated to fully commit to our strategic redevelopment pipeline. In fact, when considering both the dividend reset and the ability to continue to modestly sell non-core assets, we anticipate being able to self-fund our redevelopment pipeline for the foreseeable future.In December we transitioned to the servicer, the West Ridge Mall and Plaza properties along with nearly $50 million of secured mortgage debt. We also expect that within the next year to transfer back our remaining non-core enclosed assets of Charlottesville, Fashion Square; Muncie Mall and Seminole Towne Center resulting in additional debt reduction of over $75 million from our current balance sheet.Once again each of these encumbered noncore assets have single digit debt yields thereby providing us with a very efficient way to deliver. Beyond these mortgages, we're making good progress on our remaining secured debt maturities in 2020. We have recently extended the loan secured by the Mall at Johnson City mortgage with up to five years of additional term.Based upon this, we believe there is a reasonable likelihood that we'll be able to extend the Port Charlotte mortgage similar to the Johnson City expansion. And with respect to the Grand Central mortgage loan maturing later this year, we're going down parallel tracks working on an extension with the servicer, but also discussing a new loan with several different regional banks.As Lou mentioned, we're making solid progress with respect to addressing the 30 department store boxes in our Tier I and Open Air portfolios which we believe will need to be repositioned over time. The number did increase by one box when we opportunistically acquired the former Elder Beerman Store at Dayton Mall from a third party during 4Q 2019.Of those 30 boxes, five are currently occupied by open and operating Sears Stores so when considering the 18 locations address via sign leases or negotiated LOIs this represents over 70% of these vacant boxes. Once again this demonstrates the strong demand for space within our portfolio, while allowing us to continue to diversify the experience for our guests.With $50 million already incurred as at the end of 2019, we plan to spend up to an additional $300 million over the next three to four years which is still in line with our original projected estimate to transition all 30 locations. Remember the full pipeline excuse -- excludes the 10 boxes owned by non-retailers including Seritage.Now let me turn to our quarterly financial results. When adjusting for the gain on the extinguishment of debt, FFO for the fourth quarter was $0.31 per diluted share landing within our guidance range going into the period, primarily driven by larger than expected out parcel gains and lower corporate overhead expense that offset slightly weaker-than-anticipated NOI during the period.While impacted by a handful of unexpected items including real estate taxes, property operating expenses and other ancillary income, comp NOI did improve sequentially from the third quarter by 90 basis points. Once again, it's worth mentioning that NOI performance from our Tier I and Open Air portfolio for the full year 2019 when neutralizing for the impact from Sears, Bon Ton and Toys 'R' Us and the first quarter inline bankruptcies would have been down less than 1% versus the negative 5.2% that we reported.In terms of our outlook, we did introduce our 2020 FFO guidance within the range of $0.99 to $1.7 per diluted share. The declines from 2019, FFO per share levels include nearly $0.08 from lower anticipated gains on the sale of out parcels in 2020 and a combined $0.06 of dilution from dispositions and loss NOI on our non-core assets from the full-year impact of the Perennial ground lease transaction and from less non-cash mark-to-market rent amortization.With respect to comp NOI guidance, we're expecting performance in the range of up 0.5% to 1.5% from our Tier I and Open Air portfolio. We should point out that our NOI guidance does include a reserve of nearly 100 basis points for unexpected store closings and rent release.And finally while we're still tracking to the $10 million of the new NOI contribution from our existing redevelopment pipeline around $3 million of this is going to shift into 2021 based simply on timing. We should see sequential improvement in terms of NOI performance from the fourth quarter of last year to the first quarter of this year, but we're still expecting negative growth for the quarter and then turning modestly positive the remainder of the year.Consistent with our stated practice, we did complete our annual reassessment of the property tiering within our portfolio, we saw no changes in the prior classifications other than moving Westminster out of the core portfolio due to the major redevelopment now planned and underway on the site.In terms of department store disruption within our portfolio during 2020, we'll have 2 Macy's closings impacting our non-core properties, that's Muncie and Seminole. A JCPenney will shut down at Southgate to make way for a new Scheel's All-Sports Store and Sears has announced closings of their stores at Orange Park, Whitehall in northwards, all of this activity has been appropriately factored into our 2020 budget and guidance.Finally in terms of our dividend, we believe the reset level at an annual rate of $0.50 is appropriate based upon projected taxable income for the year. We should also point out that this is realistically the first year that we've had the ability to actually lower our dividend rate based upon past redistribution requirements of taxable income, primarily driven by one-time gains and property give backs.With that, we'll now open the call to any of your questions. Thank you.

[Operator:]

[Operator Instructions] Your first question is from Christy McElroy with Citigroup. Your line is open.

[Lou Conforti:]

Hey, Christy.

[Christy McElroy:]

Hey, thanks so much. Mark just wondering, if I could revisit some of the – the co-tenancy discussion that you were just talking about you had $14.8 million of impact in 2019 you talked about resolving 18 of the 25 department stores where you have control. Can you just sort of put all of that in context of what you're expecting for 2020 co-tenancy impact what's embedded in that same-store range what's the likelihood of some of that stuff getting cured in 2020 versus some of those tenants gaining kick out rights given but the length of the – of the department store vacancies?

[Mark Yale:]

Yeah. Christy. First of all, just to clarify that's $14 million-$15 million of impact is a combination of co-tenancy and lost rents. So when we pivot to the $10 million and now it's closer to $7 million of contribution from redevelopment probably the bigger piece is the rent side of replacing the rents, but there is some co-tenancy cures and we are expecting some improvement in co-tenancy, but the bulk of it will shift probably into 2021 as the co-tenancy carriers are really back weighted to the second half of 2020, so I think the good news is we don't have a significant amount of reversal of co-tenancy in 2020, so what we will see, and I think it just even Pivots to a nice growth opportunities 2020 and beyond.

[Lou Conforti:]

We still evidence – and that's a great question. Hey, Christy. We still evidence – we're still projecting a positive comp – comparable NOI growth, the most – our most ardent task right now is in the hands of Erich Stehle and his team to deliver not only the boxes that Dan Scott is delivering, but the – what load of in-line space that Josh is leasing and as sooner we get that online, the sooner we mitigate the co-tenancy. Thank you.

[Christy McElroy:]

And how does that – how does that work when you don't have control of the box. What is embedded in the leases when you don't have control where – yeah.

[Mark Yale:]

So, the six. I mean, it's five, I think it might be six with commentary six boxes within that 30 that we don't have control today five are open and operating Sears and other at the location we're making progress in terms of addressing the co-tenancy so that's just a matter of being opportunistic as well as I mean then you have plans for those five. We certainly went through, three I can name, three of them back but just again thinking about and Dan. I'm sorry but think about what Dan Scott and his team have done. We've addressed I think 80% of our vacant box.

[Lou Conforti:]

Yeah. Christy on those boxes that we don't own we are always in talks and negotiations with the owner of the box evidenced by the fact that at the end of last year we bought the Elder Beerman box at Dayton, at a very good price.

[Christy McElroy:]

Okay. And then just one last one on the dividend reset. It looks like the market likes it just maybe I understand the taxable income implications of why you couldn't do it before but maybe you could talk through some of the background of making that decision and some of the other factors that you were considering in that change?

[Lou Conforti:]

It was the easiest and most logical and is commonsensical – is that a word – decision that we have ever made collectively as a Board and senior management as again if we -- we have a fiduciary responsibility to be prudent allocators of capital and as well as lots of other things including operating a large portfolio and for us this if it was simple, it was the right size and this was our first opportunity to do as such, so there are things either -- obviously there is -- to increase incremental cash flow by $108 million, $110 million it was the absolute right thing to do and we are now beginning to deliver all of the foundational things that we said we were going to deliver.

[Mark Yale:]

And I just want to emphasize, I mean the reason why we haven't had the opportunity to do it. It was really driven primarily by some of these property dispositions, transitions back to the servicer I think when we moved on from 17 assets that we are very thankful are not part of our portfolio because those would be the ones where there would be more challenging answers. So that was the right decision then and now we're in a position where we can make the right decision to that.

[Lou Conforti:]

Right do the mini-math on the number of anchors. If each one of those 17 had 2.5 to three anchors and they were by definition our crappiest assets think about the co-tenancy, we would not be in this position today to really deliver all the things that we've said we were going to do.

[Christy McElroy:]

Makes sense. We'll see you next weekend. Thank you.

[Lou Conforti:]

Thank you Christy.

[Operator:]

Your next question is from Ki Bin Kim with SunTrust. Your line is open.

[Ki Bin Kim:]

Thanks and good morning. Just to follow-up on Christy's question, so why 50%, how did you come to that number, why not more, why not more stock dividends versus cash. How do you think through all those things?

[Lou Conforti:]

I mean, I -- Dartford [ph] with a little bit of analytical and a little bit of CAPM. So, I mean with qualitative and quantitative. No, it was the right amount, we look at our surplus cash flow, we looked at what it prospectively should be and obviously we looked at our capital needs in conjunction with the healthy room we have in our financial covenants and…

[Ki Bin Kim:]

But the taxable income requirement, it can be paid out of stock dividends right and the reason I asked that is because, I'm happy you guys cut it, but even based on your own projections in your press release, the land sales and things like that are helping you cover for the CapEx and the redevelopment…

[Lou Conforti:]

But keeping we have $36 million -- in this chart, we have $36 million of surplus cash flow. This -- our company and every company and practically every sector has a recurring dispositions and what are we saying is we're going to do $20 million a year of dispositions, we have plenty of cash it's kind of a -- I’m sorry go ahead.

[Mark Yale:]

I was just going to say Ki Bin too I mean, we're laying out -- I think we're proving the ability to ensure we have the liquidity to fund our redevelopment pipeline, we're stabilizing our cash flows and when you talk about stock dividend, yes, you don't dilute our shareholders interest -- ownership interest but you are diluting the value of what they own. I mean, just think about the issue of these shares it's incredibly dilutive on a per share basis and if your multiple stays the same, all of a sudden you got a lower share price so there is a cost.So we're always looking out for what's best for our shareholders. There is a significant cost associated with that stock dividend and we have a path forward in terms of our allocating capital and as Lou said, reducing the dividend to where we did was absolutely the right decision, a pretty straightforward decision and I think it positions ourselves where we can move forward and in essence self-fund our redevelopment pipeline, which is ultimately the way we're going to deliver long-term value to our shareholders is proving out our portfolio and we're doing it every day.

[Ki Bin Kim:]

Okay and redevelopment you guys announced on Clay Terrace is it kind of prototypical redevelopment where you have some NOI coming offline then you'll get that back and then some later or is this more accretive near-term…

[Lou Conforti:]

That will be great. Ki Bin, I was the champing at the bit that someone would ask that and segway is -- so Mark spoke about department store disruption and we've talked about that and the fundamental reality and this is what unless you are in the trenches working your behinds up every single day the world isn't linear and clear-cut i.e. I'm going to give you three assets and these are pretty kind of sort of random assets so we impact on Clay Terrace, Southgate and Southern Park the NOI impact by us doing great things not me but Josh and Dan and Eric and everyone else at WPG delivering this stuff is about $1.9 million-$2 million bucks of NOI which is about 50 basis points -- 60 basis points -- 50 basis points of comparable NOI growth. So of course this is curation.This is moving and we were just in meetings and I -- Josh is going to give me the evil eye if I mention but this is moving ex-tenant to accommodate this tenant after -- after Dan brings in a shield to Southgate, which does on average order that started to do on average

[Mark Yale:]

$35 million

[Lou Conforti:]

$35 million bucks a year this is -- this isn't as wrote methodical as Acme tenant leaves Acme tenant -- the subsequent tenant is replaced I get a 1.72% same-store NOI growth this is an operating business. Great question. So to me and as we've said this before I want everything upward into the right I think statistically it is called heteroscedastic. I want everything upward into the right. We have changed the composition of these assets and guess what men, they are working we were up 6% leasing volume year-over-year and are we going to lose a little income while we're -- again while Josh and Dan and team and Lauren and Amy and everybody are working their magic of course, but guess what it's all coming it is going to be coming online and these assets are now the dominant town centers so thank you for -- I'm sorry, I gave you that lawlessly, but thank you for the question. No one gets the fact that this is moving pieces around.

[Ki Bin Kim:]

Thank you.

[Lou Conforti:]

Thank you.

[Operator:]

Your next question is from Vince Tibone with Green Street Advisors. Your line is open.

[Vince Tibone:]

Hi. Good morning.

[Lou Conforti:]

Hey.

[Vince Tibone:]

Could you talk about some of the factors that led the fourth quarter results to come in a lot weaker than you expected. I mean I think last quarter guidance…

[Lou Conforti:]

Did you just hear what we said? Listen to what we just said.

[Vince Tibone:]

What changed over the past 90 days may be. If you can just talk about that because I understand the nuances here but what I guess what changed over since last quarter.

[Mark Yale:]

We said we would be down for the year 4% or so -- so yes, I mean, we did fall a bit short in terms of where we plan to come in terms of the fourth quarter. It was really three -- three areas one was just property taxes we had assumed some savings that did not materialize some of that is timing to help us into 2020 property operating expenses you're talking about $1 million on a large base and just some ins and outs there some things that we dealt with and then just ancillary income just some odds and ends and when you're talking about $3 million or $4 million that moves it and you're talking about a significant base. What I can tell you is those items were all appropriately factored in either one time in nature or had already been factored into our plan for 2020 and does not change our outlook for these properties and we're going to have some ins and outs from time to time but none of this was the types of items that all of a sudden we're looking at our growth potential or looking at our properties in a different way.

[Vince Tibone:]

Okay. Got it, and maybe just shifting gears, could you talk a little bit about the refinancing plan for the $250 million bond, that matures in April like, what -- I guess you are going to put it on the line temporarily or look to get some longer-term loans are potentially tap the bond market just some of your thought process there.

[Mark Yale:]

We're going to -- we're going to put it on the line. And we're comfortable as we, laid out with the dividend reset looking at non-core sales, that will be comfortable, that will have ample capacity on the credit facility to move forward.And then, as we've always talked about. I mean, we'll continue to look for ways to, smartly delever and enhance our liquidity. But, as we look to this year and with the dividend set, and all of a sudden having $65 million worth of free cash flow.And the ability when you talk about almost 100 assets that we have, when we look out beyond just 2020, I mean, we're talking about, $20 million of non-core asset sales, that really lays out a plan, where we can cover our adaptive reuse.And we actually have dollars to spend smartly elsewhere, in the portfolio. So, we -- as we mentioned in the prepared remarks, we are comfortable with where we are from liquidity and a leverage perspective, to move forward here.

[Vince Tibone:]

Got it, that makes sense. And then, so once you do the -- once you put the bond on the line, is there any -- what's the remaining borrowing capacity, you expect to be on that is it -- would it be the full size of the line of credit? Or are there any potential covenants that would maybe restrict you from borrowing less …

[Mark Yale:]

I mean we're basically …

[Vince Tibone:]

…just your thoughts on that.

[Mark Yale:]

I mean, we're basically swapping out capacity on our credit facility for an existing liability. So that has no impact. And as we mentioned, that we are in compliance with our covenants, at the end of the year. And based upon, what we are aware of today, our forecast and our guidance we are comfortable that we will have no covenant issues, in 2020. And as I also mentioned that, we will have -- the remaining capacity on the credit facility will be ample for us to continue to move forward. And execute our business plan.

[Lou Conforti:]

Think about what Mark has prudently and with some artistry -- what he has done, in an extraordinary -- in an extraordinary period. 56% of our total NOI is unencumbered. And we provided within the supplemental, we have our -- the financial covenants and look at the coverage ratios.

[Mark Yale:]

Look at the coverage ratios and compare them against, others. And another thing, I'll point out is and Lou stole my thunder a little bit. But the unencumbered multiple speakers -- we have close to $100 million of unencumbered NOI in or Open Air portfolio.If you're worried about our access to liquidity, we can go ahead. And get -- we can get third-party financing tomorrow on a majority of those assets so we don't to.

[Vince Tibone:]

It's a great point.

[Mark Yale:]

Okay. Thank you.

[Operator:]

[Operator Instructions] Ladies and gentlemen, this does conclude the Q&A period and today's conference call. Thank you for your participation. And at this time, you may now disconnect.

[Lou Conforti:]

Thanks, all.