Earnings Labs

Rithm Property Trust Inc. (RPT)

Q3 2009 Earnings Call· Wed, Oct 28, 2009

$14.32

-0.90%

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Transcript

Operator

Operator

Welcome to the Gershenson Properties trust third quarter 2009 conference call. (Operator Instructions). It is now my pleasure to introduce your host Ms. Dawn Hendershot, Director of Investor Relations. Thank you, you may begin.

Dawn Hendershot

Management

Good afternoon and thank you for joining us for Ramco-Gershenson Properties trust third quarter 2009 conference call. I am hopeful that everyone received their press release and supplemental financial package which are available on our website. At this time management would like me to inform you that certain statements made during this conference call which are not historical may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Ramco-Gershenson believes the expectations reflected in any forward-looking statements are based on reasonable assumptions it can give no assurance that it' expectation will be obtained. Factors and risk that could cause actual results to differ from expectations are detailed in the press release and from time to time in the company's filings with the SEC. Additionally, we want to let everyone know that the information in statements made during the call are made as of the date of this call. Listeners to any replays should understand that the passage of time by itself will diminish the quality of the statements made. Also the contents of the call are the property of the company and any replay or transmission of the call may be done only with the consent of Ramco-Gershenson Properties Trust. I would now like to introduce Dennis Gershenson, President and Chief Executive Officer and Richard Smith, Chief Financial Officer both of whom will be presenting prepared remarks this afternoon. Also with us are Thomas Litzler, Executive Vice President of Development, Michael Sullivan, Senior Vice President of Asset Management and Catherine Clark, Senior Vice President of acquisition. At this time I would like to turn the call over to Dennis for his opening remarks.

Dennis E. Gershenson

Management

The third quarter was a very busy period for Ramco-Gershenson. It was event filled and we like to think – we consider it transformative. The most significant activities that we undertook in the quarter included the completion of our strategic review, our commitment to de-lever the company and strengthen the balance sheet actions by the board of trustees to demonstrate a commitment to best practices by adopting a number of corporate governance changes and the achievement by our management team of a number of significant leases demonstrating their substantial efforts to ensure that our core portfolio remains best in class. I'd like to take a couple of minutes if I could to touch on each of these themes. First, the company announced the completion of our strategic review with unanimous board approval. The board concluded that the greatest value for our shareholders would be achieved by remaining an independent company. Included amongst the reasons were that our portfolio consisted of high quality shopping centers in superior trade areas. We had a substantial number of value add redevelopments under way which would not really impact our numbers until into 2010 and then ultimately with a full year effect in 2011. Also, we were in the process of negotiating a significant number of leases to fill our mid-box vacancies. And the board also saw that we were signing an accelerating number of small tenant leases. That said we all knew that the key to a future as a standalone company would be a strong balance sheet. To that end, in the quarter we sold three net leases and issued 12 million new shares of common stock these two actions raised $125 million which we used to pay down debt. We want you to understand that these are just the first steps in…

Richard J. Smith

Management

Our quarter and year-to-date earnings and portfolio performance were in line with our expectations in the previous guidance provided. Our diluted FFO per share for the quarter was $0.53 which exceeded first quarter estimates by $0.04. This compares to the $0.62 reported in 2008. Given the state of the economy and the retail environment we feel we had a good quarter and held our own. Some of the events that had an effect on our quarter-to-quarter comparisons included a $259,000 reduction in income net of interest savings related to the contribution of the Plaza Delray Shopping Center to a joint venture last year, a$156,000 reduction income after interest savings for the sale of three assets and a $290,000 decrease related to the bankruptcies of Linens 'N Things and Circuit City. Our strategic review costs for the quarter were $335,000 and we gave an additional $223,000 in rent relief. On the positive side, we recognized $335,000 of percentage rent in the quarter all of which related to prior periods. It's important to note that the increase in percentage rent was from the tenant exceeding performance goals, not because they went into a percentage rent due to co-tenancy or other issues. For the nine months ended September 30 our diluted FFO per share was $1.60. This compares to the $1.86 reported in 2008. The major changes for the nine months were $1.2 million net reduction in income due to assets contributed to joint ventures, $848,000 loss of revenues due to tenant bankruptcies, $253,000 of lost revenue due to rent concessions granted year-to-date. And the nine month comparison also included a $1 million decrease in fee income primarily related to reduced development activity and costs amounting to $1.2 million related to our strategic review and proxy contest. We still expect these costs to…

Operator

Operator

(Operator Instructions). Our first question comes from the line of Todd Thomas – Keybank Capital Markets. Todd Thomas – KeyBank Capital Markets: [George Saddler] is on the line with me as well. I just wanted to go to the guidance right away. The new guidance basically implies $0.19 per share so, at the midpoint, and I understand that the share count is one of the main factors but you just mentioned rent concessions and I just wanted to see if you could provide a little more detail and reconcile that a little bit?

Rich Smith

Analyst

The rent concessions that we granted in the third quarter I think we would expect to see some of those in the fourth quarter right now I think that we're a little bit, albeit we think that we're at the trough there, we're trying to be a little conservative and trying to guard for maybe some additional ones coming in. Todd Thomas – Keybank Capital Markets: Okay, regarding the rent release that you've already granted what's the formula like for figuring out what's right? Maybe you could tell us what the degree of rent relief on a percentage basis to the tenants' rents typically are or?

Michael J. Sullivan

Analyst

We found, at least with the nationals, that we're looking for concessions based on their occupancy cost, that they're looking currently anywhere to be between 12 and 15. And we've obviously partnered with these nationals and they – most of them are free giving of their sales information and the P&L per store because they see this really as a short term situation. They're in most cases willing to give us upside with percentage rent when the business comes back. The local mom and pops, 12 to 15 may be a little high. We ratchet that down to probably 8 to12 or 8 to 13. We're more concerned really with the payment history, the stability in the business plan of the mom and pops. We want to see that they've been historically running a good business, that they paid us, that they are continuing to pay something. They're just looking for a short term relief. There's a whole process where we require income statements and P&Ls and tax statements business plans and merchandising plans and we also look for other vendors to be participating with concessions to help keep the locals afloat. And it's important to note that in all of these discussions in addition to trying to maintain these businesses and occupancies for long-term growth we're also looking to get rid of certain lease language that we typically don't enjoy, particularly kick outs. We like to get OTAs and relocation rights with these. We've been very successful at least with mom and pops in doing that. We do like add percentage rents to these situations so that we can share in the upside when it happens, and we've been pretty successful thus far.

Dennis E. Gershenson

Management

I think I, just to amplify that, we may see an uptick in the same center figure relative to rent relief in Q4 because there's a number of people that we're talking to relative to that understanding but again it will still fall within the 3% to 4%. I'd like to think that we have chosen to be very conservative in that guidance so that there's no possibility that we don't under promise and over perform. Todd Thomas – Keybank Capital Markets: And then also can you provide an update on your efforts with selling assets and sort of how you plan to fit them into your capital raising initiatives going forward? Are you marketing anything right now?

Dennis E. Gershenson

Management

We have nothing that we're marketing at the moment only because based on our history and if you'd like Cathy Clark to address just on the speed of which we're able to market these assets, we want to time those much better in 2010 so that either for our capital needs or as we see, trying to achieve certain metrics next year relative to our debt, several things. One is that we have found that these assets go relatively quickly and secondly is with an improving economy we're beginning to see some tightening of the spreads so that we may be able to achieve even better cap rates in the new year. The objective here then is much more to match because there is obviously a push-pull kind of a thing when we sell an asset then that asset we've taken a hit to FFO, so we'd like to time these sales as perfectly as possible. Todd Thomas – Keybank Capital Markets: And then regarding joint ventures do you have an update on your efforts to source anything with Aquia or any of the other development deals and maybe also forming a joint venture to just sell operating assets into?

Dennis E. Gershenson

Management

Well as far as the Aquia is concerned we're moving well through documentation with our residential partner who will – and when I say partner who will basically build the apartments at Aquia. We're in preliminary conversations as a matter of fact with that party for the potential of becoming a partner on the retail as well. They have experience with mix use in that general area and have other projects. So based upon the progress that we're making on the leasing in the retail we've piqued their interest there as well. As far as JVs on anything else is concerned, as I mentioned in my remarks we'll at least initially these for the immediate future curtail those conversations to only involve those assets that we already own. But Cathy Clark is very involved in speaking to lenders as well as shopping center owners about their status and the ability potentially down the road to get involved in the acquisition of some more opportunistic purchases. Todd Thomas – Keybank Capital Markets: Okay, what about on the disposition side though, would you look to do anything with – in a joint venture on that front?

Dennis E. Gershenson

Management

We – and again, typically when you say we're in preliminary conversations, that's all we've held against me. But it certainly would make a great deal of sense, assuming the cap rates were appropriate, to seed a venture with some of our assets and thus raise capital.

Operator

Operator

Your next question comes from Nathan Isbee – Stifel Nicolaus & Co. Nathan Isbee – Stifel Nicolaus & Co.: Just getting back to this rent relief issue, you – I think – Rich, you said that you think you've reached a trough here. Just a little curious, I mean this seems to be the first quarter where rent relief played any significant role in your earnings. I'm just curious why you feel –

Richard J. Smith

Management

Well, I think this is based on what we're seeing, Nate. And again, I'm really tempering this a little bit assuming that we have a reasonable Christmas season, right. Right now I think that the requests for rent relief have slowed down a little bit. I think that almost on a weekly basis we're going through those, looking at the impact on earnings and, again, they seem to have slowed down. But I think that – you'd really expect that going into the Christmas season. If we have a good Christmas season, I think that that our trough does not – other things could happen in the first quarter.

Dennis E. Gershenson

Management

If I could add something, Rich to that, is that – and Michael can speak to this as well, this isn't something that arose in the third quarter. We began speaking to a number of these retailers in the first and second quarters. But because we had the type of criteria that we did, we were only able to reach these understandings after a significant amount of time.

Michael J. Sullivan

Analyst

That's correct, Nate. The [mix] is over here. We had a large portion of this rent relief hit in the third quarter but Rich is right. We're seeing the velocity of these requests slowing dramatically. We're seeing the – or at least we're anticipating that the fourth quarter, the impact in concession dollars will be less. We see even in the first quarter of 2010, I think you'll see the last bit of this current negotiation stream that's really been going on since the first quarter really start to bottom out. And again, Rich had thought about tempering these forecasts based on a holiday season. All things being equal, it does in fact look like this impact is going to be tailing off into the mid 2010. Nathan Isbee – Stifel Nicolaus & Co.: Okay and I guess the related question that you had to have been expecting is was there any geographical trends as it related to this current relief?

Michael J. Sullivan

Analyst

Well I could tell you that the majority of the current concessions that were approved originate in what we call our Midwest Region. It's interesting to note though that Michigan is not the worst culprit in that. It is in second place, but it's not the worst culprit and we anticipate that the concessions from Michigan will be less than a third of the total for the company. Surprisingly enough, some of our peers have fingered the Southeast in particular Florida as a trouble spot. That hasn't been as problematic for us there. Again it's Midwest for us and of the Midwest of the three or four that comprise chiefly our Midwest portfolio, Michigan is only in second place. Nathan Isbee – Stifel Nicolaus & Co.: Okay, good. And on the same store NOI number, you're showing the same store occupancy was flat. That is a lease number, not physical occupancy, is that correct?

Richard J. Smith

Management

I think it is an occupied number but I think we had a couple tenants, big tenants take occupancy real late in the third quarter. So it's really not an average occupancy number. It's as of a particular point in time. Nathan Isbee – Stifel Nicolaus & Co.: Okay. And the Linen and Circuit leases, Dennis, you had mentioned the decline but you didn't give any sort of figure in terms of how much you were going to have to roll down.

Dennis E. Gershenson

Management

You mean the result of their bankruptcies? Nathan Isbee – Stifel Nicolaus & Co.: Well, on the new leases that you signed, how far below –

Dennis E. Gershenson

Management

We're experiencing – it's about 25% less. However, one of the three new leases that we sign we are putting no money into the store. And at the other two, we have worked very hard to limit the amount of money that we've had to contribute in order for the retailer to get up and running. Nathan Isbee – Stifel Nicolaus & Co.: Okay, and how many vacant junior and mid-box spaces do you have left?

Michael J. Sullivan

Analyst

I can tell you that, Nate, although we break it down into several categories we have a total – and we define mid-box as really 19,000 and above. I can give you the square footage or the number of spaces. The square footage off the top of my head is about 780,000. But that's all in. We have about 180,000 of that is in redevelopment. We have about 230,000 of that is vacant but lease obligated, about 100,000 of it is vacant but currently leased, not yet occupied. And of the remaining, which are really pure vacancies for us, it's about 270,000 square feet and about two-thirds of those individual spaces, we have leasing activity currently happening anywhere from negotiated NOI to negotiating a lease. Nathan Isbee – Stifel Nicolaus & Co: And just turning to the development pipeline, how much NOI today is Aquia kicking off?

Thomas W. Litzler

Analyst

Nate, this is Tom. We're getting close to $2 million from the office building and another $200,000 from residual tenants that are there, Rite Aid and the like. Nathan Isbee – Stifel Nicolaus & Co.: And what is the status of the Cedar lease?

Thomas W. Litzler

Analyst

The Cedar is lease obligated under the old lease arrangement under the rate screen. They're open for business. Nathan Isbee – Stifel Nicolaus & Co.: And just turning to those power centers that you have expected delivery dates in 2013, if you could just give us some detail why you're still comfortable that these will get done, given that they're 3.5 years out?

Thomas W. Litzler

Analyst

We're working our way through the entitlement phase in most of those projects right now. And we're still talking to all the anchors and the anchors have given us an indication that they're looking for '12 deliveries or late '12 deliveries.

Dennis E. Gershenson

Management

Just to amplify what Tom said, in our negotiations with the anchors they have been very specific about when they want to take their stores. Earlier on, they were talking about a late '11, early '12.

Thomas W. Litzler

Analyst

Yes, they've governed those dates.

Dennis E. Gershenson

Management

And now they've moved back – it goes back to late '12, but it shows that they're focused enough on these sites that they are indeed giving us opening dates. Nathan Isbee – Stifel Nicolaus & Co.: But those are only understandings; those are not signed leases, correct?

Dennis E. Gershenson

Management

No. Correct.

Operator

Operator

Your next question comes from David Fick – Stifel Nicolaus & Co. David Fick – Stifel Nicolaus & Co.: Yes, hi, double teaming you a little bit with me. A very broad question, now you've gone through this process and, by the way, congratulations on your success in both the board's effort and management's efforts to complete your process. I think it was very healthy for everyone involved. At the end of the day, you're in the capital allocation business. And Dennis, if you could sort of now that you've gotten through this give us a picture of how you see Ramco long term? Where does the company go, what are its sources and uses of capital away from just operating cash flow, operating the portfolio, dealing with what you know you have in your development pipeline today? What does this company look like three, five years out?

Dennis E. Gershenson

Management

As I said in my remarks in part, David, number – front and center is an interest in getting our balance sheet in a very conservative shape. So that is going to be part of any plan that we have going forward. I believe that we have been able to demonstrate at least in the past that we were very good at acquiring and particularly good at acquiring assets to which we could add value and then on a reasonably conservative basis, to be a developer. So we really have three prongs that we can move forward on relative to producing – increasing profitability vis-à-vis asset management and adding value to our assets, acquisitions and development. It would be certainly a midterm plan and a long-term plan that we will once again be active participants on the acquisition side. Lots of us have been talking about when these opportunities to truly make advantageous acquisitions will arise, and we see that maybe in the latter part of 2010. So we're building in a direction to be in a position to take advantage of those things, and you get then a balance between on-balance sheet acquisitions and off-balance-sheet acquisitions in the joint venture format so that we have a conservative balance and at least a mid-single digit FFO growth going forward. David Fick – Stifel Nicolaus & Co.: And would you see yourself then coming back to the equity market to prepare for and build a bit of a war chest for those opportunities that might come next year?

Dennis E. Gershenson

Management

I'm not saying that we wouldn't come back to the marketplace, but again, the $110 million that I referenced for what you would ultimately be able to call non-core because these truly are net land leases both with the anchors and the out lots, and that does not include about another 15 out lot net land leases that we are in the process of negotiating right now. So we have a steady stream of potential assets to sell where we could raise capital and indeed selling these assets at 7.5% to 8% certainly would be more accretive if we then turn around and redeploy that money at anywhere from 10% to 15%. David Fick – Stifel Nicolaus & Co.: What would you say today about your new board, your revised board structure, and where do you think it will be going forward? I know that's very sensitive and you can't telegraph changes, but do you have more people in total than you need with the addition of two, and what have you learned as you went through that process?

Dennis E. Gershenson

Management

Well number one, I think we have a very nice mix of the board members who truly have a very good perspective for the amount of time that they've been on the board. And I am pleased to tell you that our two new board members have been incredibly active as far as being supportive, not only in making suggestions on a whole series of things, including our approach to the investment community, but have volunteered and come in to brainstorm about our future. And they're an absolute delight to have been added to our board. So we're very pleased with the addition. And I think we have very good chemistry between our existing board and the new board members. Whether or not we could even potentially expand that group is something that we'll certainly be discussing before we get to the next proxy season, but nine members certainly seems to be a good number.

Operator

Operator

(Operator Instructions) Our next question comes from Richard Moore – RBC Capital Markets. Rich Moore – RBC Capital Markets: Hi, good afternoon guys. Tom, I think you were saying that you had a number of empty big box/junior anchor type boxes as well as the square footage. What is the number again?

Michael J. Sullivan

Analyst

I'm sorry, Rich this is Mike Sullivan, question again? Rich Moore – RBC Capital Markets: Or Mike, sorry. Yes. How many of the junior anchor type boxes do you actually have empty? You mentioned the square footage, you broke that out nicely.

Michael J. Sullivan

Analyst

There are a total – off that list that I read there are 21 mid-boxes, 19 to 35 and then one anchor. Rich Moore – RBC Capital Markets: Okay.

Michael J. Sullivan

Analyst

Now we did break down some as being vacant but leased, and vacant but lease obligated. Purely vacant that we are actually on out in the market leasing is nine. Rich Moore – RBC Capital Markets: Got it. Does that include that one anchor?

Michael J. Sullivan

Analyst

It does not. We are redeveloping that shopping center, so as you know, we have the redevelopment piece carved out. In redevelopment there's the anchor and then two traditional mid-boxes. But just the pure standalone leasing, vacant boxes, although of course everything vacant is marketed, but the ones that we are focusing on there are nine comprising approximately 270,000. Rich Moore – RBC Capital Markets: And then on the redevelopments that you guys have, the eight redevelopments, what would you say the tenant interest – you seem pretty positive on how those are coming along. I mean what is the tenant interest for that size of box and in the stuff you're redeveloping?

Thomas J. Litzler

Analyst

Rich, this is Tom. We don't undertake a redevelopment unless we've got the mid-box and we've got the anchor lined up in advance, so for all of these eight we've got them lined up. What does that mean because the lease isn't signed yet, but the interest has been very positive. In some instances, we've turned the spaces over and they're opening, and we're getting a halo effect with some shop leasing around it, so it's [starting]. Rich Moore – RBC Capital Markets: And so those guys are pretty fixed.

Dennis E. Gershenson

Management

Yes, they're all committed. These are signed leases. Rich Moore – RBC Capital Markets: Okay, all right, great thanks Dennis. And then on the percentage rent thing, I was thinking that those percentage rents were probably more indicative of some sort of co-tenancy situation, but you're saying that's a pretty hefty amount of percentage granted an environment where sales are all that great. How exactly did that occur for the third quarter?

Richard J. Smith

Management

It really was an account that had a June reporting period. When we look at June sales this year, we went back and looked at prior years, and basically, they exceeded the break point. They owed us rent for really a couple of years, so that's a couple of years. We recognized all in this quarter. Rich Moore – RBC Capital Markets: That's sort of not something that would carry on beyond this one time sort of thing, Rich?

Richard J. Smith

Management

I'm hoping their sales continue on and we get it next year as well. Rich Moore – RBC Capital Markets: But it would be a once a year –

Richard J. Smith

Management

They could then keep the [margin] that the last reported period was June '09 and probably a little bit less than that percentage rent related to June '09 year end. So it's June – Rich Moore – RBC Capital Markets: I got you, so okay, I'm with you. And so that would occur again possibly next year June timeframe.

Richard J. Smith

Management

Hopefully it might. Rich Moore – RBC Capital Markets: And then you guys have a couple of maturing loans in the JV portfolio what is the plan there? I mean how are the discussions?

Richard J. Smith

Management

There are two that I can think off the top of my head, one is Cypress. We're out to go under trying to get an extension with them. If not, we pay it down. Our share's a pretty small amount in the [south] one. And the other is West Acres. We're out to the market now trying to get a loan on that property, and again, we'll probably go back to the lender and look for an extension there. The third one I can think of is Beacon which is really more of a construction loan where you plan on going through and really crossing with gain. And I guess there is one more. Hartland is the last but not least. I think we're in talking to the bank to extend that as well for a couple of years. Rich Moore – RBC Capital Markets: And you feel comfortable, Rich, that your partners would come up with their share if you have to take any action other than extensions.

Richard J. Smith

Management

I think, and again, I think Cypress is a relatively small loan, so that I feel confident that they would. Rich Moore – RBC Capital Markets: And then on the $33 million or so that you have to pay down each year on the term loan, is the idea to do that primarily with the sale of non-core type assets that you talked about?

Richard J. Smith

Management

I think you could do asset sales to get it. Remember we cut our dividends, as Dennis talked about, to the taxable minimum or something, approximately the taxable minimum. That created about $20 million in itself of free cash flow as well, so a combination of a variety of things. The two logical are obviously retained cash and asset sales.

Dennis E. Gershenson

Management

Just to amplify that, Rich, there's also – there will be a number of assets that will not be collateralized in the revolver, and those obviously are available to be financed if we just wanted to replace debt with debt. So there are a number of alternatives. Obviously, the most desirable would be to pay down the term loan and not create other debt. But certainly, that is an option for us.

Operator

Operator

Thank you. Ladies and gentlemen, at this time there are no further questions. I would like to turn the floor back to management for closing comments.

Dennis E. Gershenson

Management

Once again, we would just like to thank you all for your interest and your attention. We're especially thrilled to see that some of our new shareholders were on the conference call. We have our sleeves rolled up. We continue to work on filling the vacancies that presently exist in the portfolio, and we look forward to a very successful fourth quarter. And we look forward to you to joining us then. Thank you.