Federal Realty Investment Trust (FRT) Q2 2014 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the Federal Realty Investment Trust Second Quarter Earnings Conference Call. [Operator Instructions] As a reminder this conference call is being recorded. I would now like to introduce your host for today's conference, Kristina Lennox, you may begin.

Good morning. And I'd like to thank everyone for joining us today for Federal Realty's Second Quarter 2014 Earnings Conference Call. Joining me on the call are Don Wood, Dawn Becker, Jim Taylor, Jeff Berkes, Chris Weilminster, and Melissa Solis. These and other members of our management team are available to take your questions at the conclusion of our prepared remarks. Certain matters discussed on this call may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include any annualized or projected information, as well as statements referring to expected or anticipated events or results. Although Federal Realty believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, Federal Realty's future operations and its actual performance may differ materially from the information contained in our forward-looking statements, and we can give no assurance that these expectations will be attained. The earnings release and supplemental reporting package that we issued yesterday, our annual report filed on Form 10-K and our other financial disclosure documents provide a more in-depth discussion of risk factors that may affect our financial conditions and results of operation. These documents are available on our website at www.federalrealty.com. And with that, I'd like to turn the call over to Don Wood to begin our discussion of our second quarter 2014 results. Don?

Thanks, Kristina, and good morning, everybody. The 2014 second quarter and the few weeks that followed to today have been among the most consequential in our long history. In addition to producing FFO per share of $1.23, nearly 8% better than last year's quarter and the best quarter we've ever reported in 50-plus years, the progress that we've made in negotiating all sorts of deals that position us for years of net asset value accretion company wide was substantial. In a few minutes, Jim's going to talk about our reported results for the quarter. I'd like to talk to you today about deals and issues this quarter that in my view, set us up really well for creating incremental value in the future and got us started with a dividend increase. It's the combination of continued and consistent financial performance from the core that results in pretty significant taxable income growth, coupled with our bullish expectations for the future, given our development pipeline. That gives us the confidence to increase our quarterly dividend by $0.09 a share, more than we originally estimated and more than before. The result was a 12% increase in the annualized dividend rate from $3.12 a share to $3.48 per share, the 47th year in a row of dividend increases. Nobody in REIT land can touch that record. And we wouldn't do that without some very positive initial signals about the success of the first phases of our major development projects. Let me address that for a minute. There's little doubt that the initial phase of new retail or mixed-use destinations carry risks that's higher than subsequent phases because for varying degrees, they require proof-of-concepts. Whether it's a new location, a new merchandising mix or the pure number of new leases to be executed. Of course, not every new development is equally risky. And as we've talked about on previous calls and in other investor venues, we go to long lengths to mitigate initial phase risks by building on proven retail locations, by project phasing, by preleasing as much as possible and by executing GMP contracts. But there's still initial phases and their successful execution is the key to decades-long continuation of additional value creation. So if the first phases are successful, future phases are far less risky. They're more predictable, sometimes, they carry higher yields. There's no better example than at Santana Row where as of today, the $75 million Misora residential project is 97%, 98% leased with average rents of $3 a foot. It will generate nearly $6 million of operating income in the first 12 stabilized months of operation, and it's likely worth twice what it costs to build. Now I don't think it's a stretch to think that without the success of the initial phases of Santana Row, neither the income generated from Misora, nor with the cap rate used to value it would be nearly as robust as they are. And while it's still too early to say definitively that the first phases of Assembly Row and Pike & Rose are unmitigated successes, the early signs are good, with the following status update for each project. Let me start at Assembly. We opened the first 13 tenants in Phase 1 on Memorial Day weekend, including Anchor's LEGOLAND Discovery Center, AMC theaters, Saks Off Fifth and Nike Outlets. We've opened 11 more since and we expect to open 14 more by the end of this quarter, for a total of 38 tenants on our way to 90% retail occupancy by year-end. We're nearly fully leased. LEGOLAND Discovery Center exceeded their own projections by over 30% in the first month of operations and they're drawing patrons from well in excess of 100 miles away. AMC theaters have increased sales each month they've been open, and now exceed all but one of their 19 theaters in the Boston MSA. Saks has significantly increased their stabilized sales plan due to their strong opening. And Nike is consistently trending ahead of plan so far. Perhaps most encouraging, our adjacent power center, called Assembly Square Marketplace, has experienced double-digit increases in sales since the first tenants began opening in the mixed use center. And the office building whose construction trails the balance of Phase 1 by a couple of months, would come to terms with their first tenant who will take 25,000 of that 100,000 square foot building, expect more as the T-stop opens and the property begins to fill up. The T-stop, by the way, is on track, pardon the pun, to open this fall. On the other end of the site, Partners HealthCare is on schedule to begin construction later this month, that's right, in August. And it's planned to bring 4,700-plus workers to the site in as much as 900,000 square feet of space beginning in 2016. We envision the service retail contemplated as part of the Partners construction to be part of a broader Assembly Row second phase that we're crunching numbers on now. Retail demand and interest for our second phase appears very strong. So as it relates to Assembly and all mixed use developments for that matter, we know that it's a building and a maturation process that takes time to become a real and necessary part of the greater Boston community, but our initial ability to drive lots of people to the site with a limited tenant offering, with no operating T-stop and no Partners complex yet, in this very densely populated market, it's really encouraging. Sure seems like there's lots of value to add here. Now at Pike & Rose. Beginning this quarter, we've received our certificate of occupancy for, per se, the first of 2 residential buildings of the project and we currently have 60 families living there. That 174 unit building is already more than 50% leased on the residential side and nearly 100% leased in terms of the ground floor retail. Retail occupancy is on schedule and all of Phase 1 to begin this fall. The second residential building called Pallas is a 319-unit, 19-story highrise, which will be delivered next spring. That building, like the rest of Phase 1, remains on time and on budget. We also announced last month that we signed Bank of America Merrill Lynch to 40,000 square feet of office at our pro forma rents in this first phase, securing half of the available office product. Merrill will occupy in 2015 and demand for the balance of the space is strong. Like Assembly, our Phase 1 experience is encouraging in all facets: retail, residential and office. And accordingly, we're moving closer to a go on Phase 2 at Pike & Rose and hope to provide you cost, return and timing expectations on our next quarterly call. Our work to date on Phase 2, imagine the continuation of the spine of the project. Our main retail street called Grand Park Avenue, along with up to 3 ancillary buildings, which together, would add nearly 200,000 feet of retail. Approximately 250 rental apartments, 100 for sale condominiums, which sit above 150-room lifestyle-oriented hotel is also part of that phase. And then let's go to the West Coast. With the effective completion of Misora, we're anxious to move forward the next piece of Santana Row development during the continuing strong office environment, Silicon Valley in general, Santana Row specifically. While we call the building 11 site, it will be recognized by those of you who know Santana Row as the surface parking lot at the corner of Winchester Boulevard and Olson at the southern end of the property adjacent to the CinéArts Movie Theater. It's a great site. It's easily accessible at Interstates 280 and 880 with Santana Row amenities that are very highly sought after. Space needs are growing rapidly in the valley and the nature of tech makes the timeframe required to prelease before building problematic. Accordingly, we expect to be under construction this fall with a 225,000 square foot 6-story Class A office building, along with nearly 670 parking spaces and a garage below the building that will complement existing retail parking nights and weekends. Total cost is estimated $115 million with a range of expected rents that'll put the stabilized yield in the 7.5% to 8.5% range. In Southern California, construction of the $80 million Point Lifestyle Center in El Segundo moves along without drama and as anticipated, on time and on budget. Also, given the large developments that we have underway, it's sometimes easy to forget that we have an additional $100 million of taxable redevelopment underway at centers like Tower Shops and Davie, Florida, Mercer Mall in New Jersey, and Westgate Center in San Jose, California. On average, this $100 million is being deployed at incremental returns in excess of 10% and an integral part of the strategic plan that we laid out for you at Investor Day last fall. And while we don't have acquisitions to report on for this call, it is very likely that we will by year-end, as 2 separate projects are under our control as we speak with due diligence and administrative documentation underway. I think I'll stop there in terms of my prepared remarks and just want to end by expressing my enthusiasm for both our continued strong core results quarter-after-quarter, as well as with the delivery of some of the finest retail mix-used product available anywhere. Now let me turn it over to Jim for his remarks on the quarter before we open the line to your questions.

Thanks, Don, and good morning, everyone. The FFO per share of $1.23 represented yet another quarterly record for the trust and exceeded the FFO achieved in the second quarter of last year by 8%. Impressively, our team continued to deliver these bottom line results while also achieving significant strategic milestones and future value creation. As Don just provided some great insight into how these milestones demonstrate the execution of our strategic plan, I will focus on the foundation for all of this value creation, our core portfolio. On the leasing front, we signed 128 leases for a total of 623,000 square feet of retail space. This quarterly volume represents a record for the trust. And despite a large proportion of anchor deals, we achieved an average rent of $35.83. Now go back to over several quarters as I've emphasized with many of you, and you'll see that we are achieving average rents in the low- to mid-30s over in place rents that average in the mid-20s. It's clear an indication as any of the embedded growth that remains in our in-place leases. In more detail, of the 128 leases signed this quarter, 109 were for comparable space and 19 related to newly built space primarily at Assembly, Pike & Rose and The Point. Of the 109 comparable deals, we achieved an average cash rollover growth of 16% or 30% on a straight-line basis. The average cash rollover growth for new deals was 30% and for renewals was 8%. Simply put, these results underscore the strength of our real estate and importantly, the strength of our leasing, operations, legal and tenant coordination team responsible for delivering these types of outstanding results quarter-after-quarter and year-after-year. From a portfolio perspective, we ended the quarter at 95.3% leased and 94.3% occupied, both down sequential -- or both down slightly on a sequential basis due primarily to a Kohl's lease expiration on Long Island that we expect to backfill at better economics in terms for the trust. As mentioned on previous calls, we do expect additional anchor vacancy on a rollover basis in the next quarter that we backfilled with better long-term deals. Now turning to our financial results. Total revenue for the company grew at 6%. This increase was driven primarily by rollover and contractural rent growth versus occupancy gains, as well as the successful integration of acquisitions and the delivery of Misora at Santana. Our overall operating margin remained strong at 69.9% despite the investment as Don has highlighted, of marketing dollars for our new development projects. Overall, property operating income grew at 5.2%. On a same center basis, we grew 4%, excluding redevelopment and 4.2% with it. Again, none of which was due to occupancy gains. G&A remains essentially flat as we've maintained strict control on expenses and net interest expense decreased over $3.9 million due primarily to lower overall borrowing rates that we achieved through refinancing. We look forward to achieving additional interest savings benefit as we refinance expensive near-term debt. Bottom line, our FFO per share grew at 8%. All while we max funded our development activity to keep our balance sheet strong, and as discussed in previous quarters, overcame earnings drag associated with delivering all of this new value creation. Turning to the balance sheet. During the quarter, we accessed the ATM for $52 million at a weighted average price of $119.66 per share. We also repaid $24 million of secured mortgages, including our share of JV debt. We ended the quarter with nothing drawn on our line of credit and $41 million of cash, importantly providing us plenty of capacity to fund our remaining development activity, including the newly announced building at Santana Row. Our debt to market cap improved to 22% and our debt-to-EBITDA decreased to 5.3x, while our fixed charge coverage improved to 3.8x. From a capital recycling perspective, subsequent to quarter end, we sold our Pleasant Shops asset in the Boston MSA that we owned in partnership with Clarion at a mid floor cap rate for a total sales price of $34 million. From an acquisition perspective, we do remain active as Don highlighted and have 2 assets under control that are subject to third-party consent. We are pleased that these assets would draw in our existing core markets who are sourced directly. And as Don highlighted, we'll provide more detail on the coming months. Now turning to outlook. We have increased our 2014 FFO guidance range to $4.90 to $4.94 per share, an increase of $0.025 at the midpoint from our prior guidance of $4.86 to $4.93. This guidance is typical. It does not include the impact of any acquisitions that we may complete later in the year. The increased guidance here is largely driven by the continued strength in our core portfolio, which continues to drive organic growth without occupancy gains, as well as the accelerated lease up of Misora. As discussed on our last call, we expect our occupancy to remain lower during the latter part of the year as we roll larger anchor spaces. This rollover and associated downtime as we replace these tenants will cause some drag on our same-store numbers, particularly in the third quarter. However, the strength of the quarter will continue to be our largest driver of growth this year. From a timing perspective, we began delivery of approximately $350 million of development and redevelopment this year, and expect to deliver another $200 million of investment associated with these initial phases of Pike & Rose and Assembly in 2015. We are on time and on budget. These deliveries include the following: our $75 million investment in Misora which stabilized this month to 97% leased, well ahead of schedule; buildings 11 and 12 at Pike & Rose, which represent approximately $125 million of investment, began opening in phases this quarter and we expect will stabilize in 2015; building 10, our 319-unit residential building in the Office, which collectively represent approximately $150 million of investment, will open mid-next year and stabilize in 2016; Phase 1 in retail of Assembly Row, which represents another hundred -- which represents $150 million of investment, will continue to open through the third quarter and stabilize in 2015 and '16, as tenants report a full year of sales; the Office, which represents approximately $50 million of investment, will deliver in 2015 and also stabilize in '16. As Don highlighted in his remarks, these projects are substantially leased and will bring us significant value both in the near term, as well as over time. I'd like to conclude my remarks with an observation about the fundamental goal of our business plan, which is the delivery of a steadily increasing stream of cash flow. This quarter's announced dividend increase of nearly 12% not only represented the 47th consecutive and largest absolute increase as Don highlighted, it also reflects several years of careful stewardship for underlying growth and taxable income drives the growth in current return delivered to our shareholders. By managing to our minimum payout and maintaining a conservative payout ratio, we help ensure the continuation of our industry-leading record. With that, operator, I'd like to now turn the call over to questions.

[Operator Instructions] Our first question comes from the line of Jeff Donnelly of Wells Fargo.

It looks like you might close to breaking ground on that 100-unit residential projects in Cowson [ph]. I think [indiscernible] residential what really [indiscernible] foreseeable residential only projects, I mean, and I guess could you be paid to sell the entitlements without executing on the construction?

Jeff, you cut out a little bit, but let me -- I think I got the gist of your question. The answer is, no. We do not anticipate future residential only projects where we don't have a retail bulkhead or beachhead there. In the case of Cowson, that was a piece of land that we acquired. I think -- didn't we get that with White Marsh?

We did.

Back with the White Marsh portfolio and it was kind of a throw in, if you will, in that transaction. And heck, if there's any piece of land that's sitting with the company that has the opportunity to be able to create some value, we're all over it. So that's why that one got out. That's an outlier because in the nature of how we accumulate property, we don't normally have exit plans. So that was just a little piece that came with White Marsh. That's why we're doing that one.

Could it be economical for you guys to sell it without pursuing the developments [ph] at this point?

It's really something that, I've got to tell you, we're getting pretty good at. In terms of these small residential projects, whether they're at the back of Congressional Plaza or even up in Boston where we did one last year. So we're very comfortable in our ability to do it. That's why we would do that, with the team all ready to do it.

Okay. And just, I'm curious the lease permit use and redevelopment projects, what's the leasing pace like of what I'd guess, I'd call your bread-and-butter properties? Can you guys see that change in the overall pent-up demand for space or the velocity of leasing? I guess, I'm more focused on the pace [indiscernible]

I think I got you. You really are coming in now. I think you're asking about Small Shop pace in the core portfolio. [indiscernible] a little strong, but let me turn it over to Chris Weilminster to see if he has anything to add to that.

Yes, I think the tenants are still -- they're still remembering what happened in 2009 and '10. I think they've all got more sophisticated in every transaction has hair on the deal and it's much harder to accomplish. So we work much harder to keep up the trends that you're seeing. So although, Don, it is bullish, I think you see that in our numbers. We're performing well with our numbers, but it's very hard to accomplish each one of those deals.

Our next question comes from the line of Samir Khanal of ISI Group.

Sorry, if I missed this, but I know the other property income line was up at around $4.3 million. I think that may have been kind of the highest since 2012. I'm wondering if there are any kind of term fees involved in that?

There is $1 million-or-so of term fees in there, $1.5-plus million.

About $1 million of term fees, and that's really behind most of the increase. In terms of the pace of term fees for the year, we're kind of consistent with what we expect every year. And the $3 million to $4 million, if you go back and you look at the kind of the 10-year average.

And did that have -- I mean, how much of an impact did that have on, I guess, same-store NOI growth? Probably not much, right?

It was beneficial again, but offset by a few other items.

Yes. I need you to understand this. I know I probably say this each time but it's really important to me. When you look at what our business is and what we do, I know as an analyst, you like to parse out term fees or look at even growth with and without redevelopment, which we do break out, and I'm sorry I ever agreed to that back in 2005 or whenever. Our business includes redevelopment of the core and it includes writing strong contracts so that we have leverage to the extent we need to move tenants around. And that's where you get term fees. It's a key part of what it is that we do. Some quarters, it helps the same-store growth, some quarters it hurts the same-store growth numbers. It's on average, but what it is for, again, what we expected it for this year. But I know you love to break it out, but I really am going to implore again, it's part and parcel of what our business is. And that's why it's important to have in there.

Our next question comes from the line of Michael Mueller of JPMorgan. Michael W. Mueller - JP Morgan Chase & Co, Research Division: Just wondering, if we're thinking about Assembly and Pike & Rose, what are the milestones that you're kind of looking for or waiting for before you actually announce Phase 2s? Is it the time of Phase 1, the leasing percentages of the Phase 1s? Or preleasing of Phase 2? Or something else?

It's all of those things, Mike. It's complicated. The other side that you didn't talk about was getting the numbers locked down in Phase 2. And that means not just estimating construction costs. And we take a lot of pride in basically saying on time and on budget. A lot of time and a lot of pride in that. And I'm not ready with the numbers I've seen yet to be able to confidently be able to say that we'll be on time and on budget in those Phase 2s. And so that's the biggest, single biggest thing in terms of when we're ready to announce the next phase. Frankly, with respect to the lease-up of the first phases of both of them, our leasing team, and Chris is here and can probably add a little bit more color to it, we're leasing Phase 2 now on both of them. As obviously, every retailer knows that they're not approved deals yet, but that level of demand that allows him to have more conversations about Phase 2 leasing at this point, is one of the single biggest reasons we're still bullish that there will be Phase 2 on both of those. But you know, Mike, again, until we're comfortable that we can get a real good handle on what that income statement is going to be and measure that against what it costs us to build it, I'm not going to officially announce it. So that's the real milestone. Michael W. Mueller - JP Morgan Chase & Co, Research Division: Got it. Okay. And then you mentioned the likelihood of 2 acquisitions at some point this year. Can you give us a rough dollar amount of what that could be?

It was in the number, it was out of the number. We pull it in, we put it out, and I'll tell you exactly why. There's 2 acquisitions. One's roughly 50. The other one's roughly 200. So the acquisition choices for what we will have this year are 0, 50, 200 or 250. So that's not to be cute, but one's the big one, one's the smaller one. And at the end of the day, while we've got both of them under control, we're still going to due diligence. I want to make sure that we're getting what we've paid for, and if we're not, we ain't doing it. So that's kind of where we are. Michael W. Mueller - JP Morgan Chase & Co, Research Division: Got it. And then last question. I think you said it was a mid 4 cap on the Pleasant Shop Sale. What type of buyer was that?

It's a petitional operating company.

Our next question comes from the line of Alexander Goldfarb of Sandler O'Neill. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: A few questions here. First, I mean, while we're on the topic of the acquisitions, are you expecting to fund these with this disposition proceeds, line of credit, or are you thinking about ATM or equity?

Alex, I'll have to tell you, it's a little bit everything. We've got some OP units in the mix, some will be assumption of debt and there will be some cash components to it. So it's a little bit of a mix of everything. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: Okay. And then, Jim, while you're talking, if you can put on your old banker hat. You've got light maturities in 2019 and 2021. You also spoke about looking to refi some near-term expense of debt. Are you of the type who wants to fill in vacancy, low points on your maturity schedule? Or you prefer just to do push that up out as far as you can like your standard 10-year or maybe even contemplate doing longer issuance?

I have to say, it depends on the environment that you're in. And if you think about where we are right now, with the 30-year, and frankly, the flatness in the curve, I think the responsible thing is to push things out as far as you can. So rather than looking to neatly fill a particular hole in the maturity profile, which we always have an eye on. I think right now, our bias is to go longer and improve our average weighted tenure. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: Okay. And then just finally on the Clarion JV. Is this -- is the Weymouth disposition the start of the wind down, should we expect this venture to be liquidating in the near term? Or was this just a one-off sale and we shouldn't expect any other dispositions from that JV?

I think, at this point, you should think about it as a one-off. We have a great partnership with Clarion and I think we both concluded that it was time to harvest this particular asset.

And our next question comes from the line of Vincent Chao of Deutsche Bank.

Just sticking with that. I was just curious, at the mid 4 cap rate, what was the -- what was your sort of growth expectations for that asset over the next couple of years?

Yes, we did see some growth in the asset below kind of where we would want for an asset in our portfolio, but nothing exceptional. Good quality assets, no doubt, but I think the most important thing from a data point perspective is that you're seeing a lot of capital chasing higher quality assets. And this was a competitive process and I think the pricing here indicative of what really sophisticated institutions are willing to pay for higher-quality real estate.

And just on the acquisition side. Just curious, I know it's not been a focus for you guys, but curious what you're thinking about the Houston market these days. Is that something that might be of more interest to you?

I wonder why you ask that, Vince?

I have no idea. I'm just looking at holes in your portfolio. I'm thinking, well, it's a good market. If something happened to be available, what do you think of the market? That's all.

Yes, that's a very good question. I can tell you that we've talked about it around here. You probably will not see us involved in what you're referring to, okay? So let me get that off the table right now. But having said that, I like Texas. And I think Texas, frankly, we're in the middle of kind of figuring out whether kind of the historical boom bust nature of that market is something more in the past and whether it will be more of a stabilized market going in the future, particularly Houston that way. But if we did conclude that we want to get in it, we would do it in such a way that wouldn't -- it would be a great asset, or 2 or 3 or 5 that we were looking at there, and it's probably not going to be with this transaction.

And maybe just one last one. Just in terms of the Chris Cole relationship, just curious how or what is turning up in the New York, New Jersey market for you?

Well, I'll tell you. First of all, just big picture. Everything that we expected, we're getting and more. And Chris is partnering up with a couple of key members of our existing team and they will be doing, for example, the Darien redevelopment, which is coming along pretty nicely in terms of where we are in paper and some early conversations with Stop & Shop and CVS and don't know whether we get to where we need to get. But nonetheless, you should have seen the face I got from Weilminster when that came through. But those conversations are starting to yield some possibilities. And again, that's a Chris Cole coupled with existing federal or historical federal people team to put that together, so love that. They've also looking harder to our Brick asset in Brick Township, which is a big asset for us that kind of was on the periphery in terms of how it's been running out of Philadelphia. And now with that local presence, I think we're going to see some pretty good positive stuff coming out of there over the next few years. So that relationship, the acquisition, the entire package there basically 1 year in, is looking real good.

And then I would say that in terms of ancillary investment opportunities, Chris has been great there as well. So we couldn't be more pleased with that partnership.

Now he wants everything, and he's not going to get his way, but he's working hard.

Our next question comes from the line of Paul Morgan of MLV & Co. Paul Morgan - MLV & Co LLC, Research Division: Could you just -- you've talked about the junior anchor transitions and the third quarter impact. I was just wondering if you can maybe quantify where you think occupancy might end up. Is it going to be a third quarter and into the fourth quarter and year-end impact? And the same-store NOI, is this a 50 basis point, 100 basis point? I mean, just a little bit of detail on what we should expect, given kind of what you know is going to happen in the third quarter?

I don't want to provide specific guidance in the quarter as a lot of it, Paul, as you know, is driven by timing, rent commencements and other things, which sometimes move around by a week or 2 and that can have a significant impact. But I did want, and I'm glad you raised it, I did want to highlight that we do expect some drag from this anchor vacancy in the quarter and it could be 10, 20, 40, 50 basis points or more on the same-store impact, but don't want to try to put too tight a range on that at this point because we still have a good bit of a quarter ahead of us.

Paul, and Jim is right but it sounded a little too fluffy for me so I want to add something to it. Nothing's draconian. So don't -- I mean, we're 94%, 94.5%, 95% occupied portfolio, it's a damn good portfolio. And even though we'll have some boxes that we're working through to create some additional value on, it's still going to be in that range. It's not -- nothing's falling off the cliff or I don't want you to -- it's really -- what we don't want you to do is to consider big occupancy improvements over that period of time since that really still is the name of the game in a lot of our competitors, and it's still being talked about a lot that we are fully occupied, generally. So that's, to me, what you should expect from us.

The other element of that, Paul, is the fact that we are aggressively getting after space, even ahead of what the ordinary maturity profile would suggest. It's something we've always done and what you're seeing happen over these quarters, clearly is with a view towards getting better long-term deals in place. Paul Morgan - MLV & Co LLC, Research Division: Okay. Understood. And the impact though, is pretty much concentrated in the third quarter or did you already absorb some of the move outs in the second quarter?

We did in the second quarter, but it's more heavily weighted to the back-end of the year. Paul Morgan - MLV & Co LLC, Research Division: Okay. And then at Pike & Rose Phase 2, I know you're going to provide more detail over the next couple of quarters, but just maybe a little bit of a window there. How are you thinking about whether you're going to do all of the Phase 2 yourself on the -- particularly on the resi side and whether kind of your experiences at PerSei, have had any impact on that and quantifying a little bit any...

That's very -- it's a very good question. And, yes, the experiences at PerSei have made us more bullish. What's really interesting, the bottom line is on these type of projects, it is really, really hard to get paid up top, whether it's resi or office or hotel or whatever. It's very hard to get paid for what we think the value is because we know what happens as these properties mature. And I think we're seeing it at Assembly now. I mean, as far as we can tell, the rents that Avalon is achieving are above where we forecast them at the time we were negotiating the price. And so it's very, very hard for either a residential developer or an office developer to basically pay up based on the plans that we have seen happened in places like Santana. And so it's probable, and when it's just 3 miles down from our -- on the map from our major office, that we'll do it ourselves. Now that's different when it comes to big office development, but on the resi side, we're pretty confident. Paul Morgan - MLV & Co LLC, Research Division: And should we think of the yields as being a little bit better even because you've done a fair amount of the infrastructure work that's kind of burdening Phase 1 or is that...

I mean, that's exactly, Paul, what we're working through right now. I can tell you they look about the same at this point. So I'm pounding a little harder on the construction numbers and that kind of stuff. That we will have a clearer picture as we lease more in PerSei, and then even start leasing up in Pallas, the bigger building there. But I'd love to say that second phase yields will be dramatically better than the first phase. I don't think we're underwriting -- not I don't think, we're not. It's going to be underwriting them as significantly better but yet, still very, very good and profitable vis-a-vis acquisition of...

Not only that, great on an absolute basis. The other thing to highlight, much different from a risk profile standpoint as Don highlighted earlier, as the first phase is in and we're moving forward with greater tenant demand in a proven location as evidenced by the residents that are already beginning to move in.

Our next question comes from the line of Christy McElroy of Citi.

This is Katie McConnell [ph] on for Christy. Can you talk about some of the volatility in your renewal spreads over the last 4 quarters and what might be a good run rate over the next year?

One thing that we've always pointed to as we've seen some of these renewal spreads in the high-teens and low 20s is that, as we look at it over a longer-term basis, both new and renewal, we expect that to kind of be in the mid teens as more of a run-rate basis with renewals or new leases higher and obviously renewals, lower. So that's kind of what we see on a longer-term basis. But when you think about the volatility quarter-over-quarter, you can have a few deals move things one way or the other. And as I alluded to in my remarks, I think the thing to really look at is to look at it over a trailing 4, 6 or 8 quarters to see where we're signing these new rents relative to where the in place income is.

And the only thing I would add to that is just let's put our size in perspective. I mean, we're not Kimco, we are not -- we do not have that volume. And so we do about 400 deals a year, about 100 deals a quarter, both new and renewal. And when you think about that type of population and 400,000 square feet roughly or so on an average quarter to do that, 2 or 3 deals, really positive or really negative, move those numbers around. So you'll absolutely have volatility with respect to the leasing spread on any particular quarter. What I think you should -- I'd love you to look at though, is how amazing it is that, that volatility on a quarterly basis does not translate into volatility of our reported earnings. It's really important when you take that metric and you get it down to overall, what happens to this earnings stream, it really shows that as Jimmy said, over the past 4, 6, 8 quarters, the stuff that really generates into the income stream in the subsequent year or 1.5 years or 2 years ahead, really smooths out pretty amazingly. So I don't know, that's all I've got to say.

Our next question comes from the line of Jason White of Green Street Advisors.

Just a quick question on the different buckets of your portfolio. I know they don't sit in nice discreet buckets, but if you look at gross record and street retail and mixed-use and kind of your Tower Shops style power centers, where do you see the greatest demand today? And historically, where have you seen kind of the best growth from each of those asset classes?

You've got a real -- you're hitting a real, I don't want to call it a sore point for me, but, Jason, I got to tell you, I know you're going to think this is a cop out, it's not. It depends on the particular asset and how it is serving the community that it is in. I mean, when you look in the future back at power center, at East Bay Bridge, you're going to love the perspective that you see in terms of that income stream. When you look at where the growth has come at kind of a hybrid center like a Congressional Plaza, you're going to love that growth. When you look at what I believe is going to happen at Assembly and that mixed-use project, you're going to find great growth as you see at Santana. It really and truly depends, Jason. And I know our whole industry loves to put the buck -- put in the buckets, what's grocery, what's outlet, whatever. Trumping all of those categories, is location and how important it is to that community. So I can't to do what you ask me to do in terms of laying that out. You've got to get it down to the retail or to the local level and we've got good power centers, bad power centers, good gross reactor and bad gross reactor, good mixed use, tougher mixed use. It truly does come down to that location. I'm sorry that sounds like a cop out.

No worries. And then I guess second one for me would be as you look at your development and redevelopment buckets, currently it's about 9% of assets once you complete all those. Is there a ceiling that you feel comfortable getting to in terms of percent of your overall portfolio? Or is that just something on a case-by-case basis?

Well, yes, there is a ceiling and it's not a hard line, but it's about 10% or 10.5%, 11%, maybe tops. The bottom line is, and Jimmy said it in his comment, our thesis here, our proposition to investors is a growing stream of cash flows, a steady growing stream of cash flows that you can count on, that is less susceptible to typical risks than other portfolios. So if that's our goal, there's got to be a limit to how much in development at any one-time there is. Now as that stuff gets put into service. You think about -- people think that Santana Row is a development. Santana Row is probably the most stable ongoing property in the portfolio. So as -- it's been over 12 years. So as these things move into service, we don't consider them in the development bucket any longer and we look at the incremental piece, the incremental phases like the Misora, for example, are now like the Lot 11 deal. That's the development, but it doesn't encompass the whole thing once we're in service and comfortable. That's a long way of saying that 9%, that 10% range, that's about where we're comfortable putting capital to work in construction effectively.

[Operator Instructions] Our next question comes from the line of Chris Lucas of Capital One securities.

Don, just a follow-up sort of to that last question, which is now that the Silver Line is actually opened and some of your neighbors at Pike 7 have laid out their plans, how are you thinking about that opportunity in terms of the timeframe? Any adjustment to your thoughts now that we're actually opened?

That's a great question, Chris, really. I mean, look, one of the pieces of land that we have in this portfolio is sitting there at the new sewer line entrance effectively on Route 7 in Tyson's. That property, during all the mess that has been Tyson's over the past 5, 7 years, has performed amazingly well. And that includes blocking off entrances, constantly changing entrances, constantly we view that [ph] as they went but did their thing and people just found their way into that shopping center and our rent has continued to go up in that shopping center and demand is as strong as ever. Now where we are with that open and we've got basically 5 or 6 years left, if you will, on the existing leases in terms of when effectively we can get out, because we locked them up about 4 years ago, so that we've got through this period. We're having constant conversations about what makes some sense. Do we partner with our neighbors and look at a bigger project there, which we've had some conversations about. Nothing's gone to any significant level now. I'm still struggling, to tell you the truth, with what it needs to be. And when you look at the other development that's happening in Tyson's, what makes sense there, I'm still glad that we have 5 years left to kind of watch what's going on and what we'll wind up doing there will be, it will -- I promise you, it will not be a me too. It will fill in a need that we see that's not being addressed somewhere else in itself. That's where we are.

Okay. And then can you give us a little more additional color just on the Davie, Florida project in terms of what your thoughts are. Is that small shop space you're trying to add? Is that a single anchor box? Is that several juniors? What's the addition there going to look like?

I'm looking and smiling at Weilminster over there because he's got a great -- we got a great potential tenant. And I'm going to leave it to him, whether he's comfortable talking about that possibility yet for that expansion...

I'm not comfortable naming who the tenant is, but I can tell you, it is a grocery category tenant that is smaller in size and they will occupy a part of that 50,000 square foot development we're doing. I think they'll be a great anchor to that development and we've got a tremendous amount of interest in the remaining space that's available, about 30,000-plus square feet and I think our investors are going to be very happy with that being added to our portfolio.

I'll tell you what, Chris, it's been a -- when we bought Tower, we bought Tower really because we thought there was a lot that we can do with the existing shopping center and given that location where it is in Davie, we knew that if we were never able to develop 1 more square foot on the piece of land, that it was going to be a really good investment. But the bottom line is, the whole thing encompasses almost 60 acres. And the idea of the probability that we couldn't underwrite at the time of actually doing something additional was not underwriteable. We've worked with lots of tenants who good [ph] In the center who have had to have very important things in their leases that could block that development. And we're basically through almost all of them allowing us to say we've got a development there. To the extent Chris is uncomfortable talking about the particular tenant, I think most of you could figure out whom he's talking about. But that really was a -- it's just a great add to the whole what is already a dominant center in the Forth Lauderdale, Davie market.

And then, Jim, one of the things we talked about when you were laying out guidance at the beginning of the year related to marketing spend at Assembly and at Pike & Rose, and I guess I just want to get an update in terms of how that spend has gone. Has it been within sort of the timing and the size that you expected? And is there any surprises, positive or negative, that we would should expect from that in the second half of the year?

We're on budget from an overall amount with what we expect to spend to open these projects in the right way, Chris. Timing, we have had some movements between the second and third quarter in terms of some of that expense, nothing too terribly significant. The fundamental point though remains, which is we're running all of that through our income statement. We're investing, if you will, from an income perspective into our development and yet, still driving some pretty meaningful growth. These projects do require big investment to open them well. And we're already seeing the fruits of some of that success early on at Assembly, but would expect to continue to make investments as additional tenants opened as Don covered in his remarks.

Okay and my last question relates to the same-store apartment occupancy level is down 80 basis points year-over-year. Is there anything we should be looking at in that number? Particularly, is there some regional impact? Or is that just sort of a timing issues? Or is that -- what happened there?

It's really just, I think, less than 10 units that threw that occupancy number.

No, that resulting in Crest.

There's nothing unusual. Just a couple units here and there.

I'm showing no further questions. I'd like to hand the call back over to Kristina Lennox for any closing remarks.

Thank you, everyone, for joining the call today. Have a great weekend and we look forward to seeing you in the conferences in the fall.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Have a great day everyone.