SITE Centers Corp. (SITC) Q4 2018 Earnings Report, Transcript and Summary

Good day and welcome to the SITE Center's Reports Fourth Quarter 2018 Operating Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Brandon Day-Anderson, Investor Relations. Please go ahead.

Good evening and thank you for joining us. On today's call, you will hear from Chief Executive Officer, David Lukes, Chief Operating Officer, Michael Makinen and Chief Financial Officer, Matthew Ostrower. Please be aware that certain of our statements today may constitute forward-looking statements within the meaning of the Federal Security Law. These forward-looking statements are subject to risk and uncertainties and actual results may differ materially from our forward-looking statements. Additional information about these risk and uncertainties may be found in our earnings press release issued today and in the documents that we filed with the SEC, including our most recent reports on Form 10-K and 10-Q. In addition, we will be discussing non-GAAP financial measures on today's call including FFO, Operating FFO and same-store, net operating income. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in today's press release. This release and our quarterly financial statement are available on our website at www.sitecenters.com. For those of you on the phone who would like to follow along during today's presentation, please visit the Events section of our Investor Relations page and sign into the Earnings Call Webcast. At this time, it is my pleasure to introduce our Chief Executive Officer, David Lukes.

Thank you, Brandon. Good evening and thank you for joining our fourth quarter earnings call. 2018 was an eventful and exciting year for SITE Centers as we began our pivot to growth. All of our efforts can be thought of in the context of our five year business plan to deliver average annual OFFO and NAV growth of 5% driven by three sources. One, 2.75% annual same-store NOI growth, a large portion of which is from re-leasing the 60 anchor opportunities within our portfolio. Two, accretive returns on redevelopment and three, deploying $75 million annually on opportunistic acquisitions and investments with significant cash flow growth. Before I describe the progress we’ve made on each of these growth components, I’d like to discuss the $600 million joint venture we announced in November, which represents an enormous stride in derisking our plan. Specifically, we sold an 80% interest in ten durable assets into a partnership with two Chinese institutional investors. The transaction is material for SITE Centers. It pre-funds our growth plans with approximately $500 million of fresh capital. It allows us to cycle out of lower growth assets, and it expands our joint venture program with like-minded partners. And while this deal unquestionably stands on its own, we will be working to convert the relationships in China that we spent years building into a sustainable and attractive source of capital to fund our long-term growth. Returning to the results, and our business plan. Fourth quarter OFFO of $0.31 per share and same-store NOI growth of 2.1% were both ahead of plan on lower bad debt and property expenses and higher other income. The strong quarterly result allowed us to achieve full year same-store NOI growth of 2.3% not far from our five year 2.75% goal, a noteworthy accomplishment given that it includes partial rent commencements from only two of the 60 anchor leasing opportunities we identified at our Investor Day. Mike will comment on leasing in a moment, but I will summarize by saying that we continue to have strong activity with compelling economics. Our budget for 2019 and beyond assumes additional tenant bankruptcies. But this should not obscure the fact that demand for space in our portfolio of dominant assets in affluent communities remains robust. We’ve also advanced our redevelopment pipeline completing the Lee Vista development project in Orlando this quarter and Phase 1 of West Bay Plaza here in Cleveland with Fresh Thyme and ULTA now open and HomeSense expected to open any day. The transformation of West Bay came in ahead of schedule and under budget and we are already working on the underwriting and leasing for Phase 2. Our Brandon Boulevard project in Florida is now also well underway as we’ve signed key anchor leases converting the property from a Kmart anchored discount center to a grocery anchored neighborhood center with great leasing demand and strong cash flow growth. The initial phases of our other projects, many of which we identified at Investor Day are also moving forward. Commencement of these projects remains dependent on three variables, market demand, tenant approvals, and entitlements. These three legs form the foundation for successful investment and our work over the past two years has satisfied the first two legs leaving entitlements as our main focus going forward. That said, our decision to commence construction will also depend on our cost of capital, reinvest in opportunities and the risk and return of each project. SITE Centers own a portfolio that has been handpicked to maximize our exposure to asset densification and repositioning. Many of our projects were featured at our Investor Day Conference last fall and are heavily tilted towards simple site master plans that make profitable use of excess land and rearranging buildings for a much more profitable use of valuable real estate in high income demographics. These plans, and the significant success we’ve have today in advancing them are generating valuable optionality not reflected in current earnings and importantly, the NOI dilution from recapturing tenant control areas has already occurred. Finally, I am also pleased to announce the commencement of the opportunistic investing portion of our growth plan which seeks to take advantage of mispricing we are seeing in the market. In that vein, we’ve repurchased $50 million of our stock at a weighted average price of $11.74 per share, a level we believe is extremely compelling versus any measure of underlying value. Our quest for compelling returns also led us to purchase three assets during the quarter that we believe generates double-digit unlevered IRRs. The first transaction in this category is Melbourne Shopping Center, a 70% occupied shopping center anchored by a highly productive publics in Melbourne, Florida, which we purchased for about $50 per building square foot, about a quarter of replacement cost. We’ve already executed a 35,000 square foot anchor lease renewal at a 65% rent spread, well above our underwriting and we are planning of a renovation and tenant suite reconfigurations as we drive towards our targeted yields. This is a simple thesis that we intend to replicate. Buying at a low cost per square foot and making improvements to the buildings and site plan to accommodate current market needs in order to significantly raise rents and occupancy. The current property is averaging only $4 per building square foot in NOI and yet the immediate trade area supports much stronger economics recognizing assets that are underutilized in strong trade areas is a key feature of opportunistic investing and we plan using our platform to capture this value in retail real estate. A second and similar transaction was Sharon Greens, a Kroger-anchored shopping center in affluent community in suburban Atlanta with average household incomes of $150,000 per year which is now one of the highest in our portfolio. When supply is so constrained in wealthy markets like this, a landlord must respond with a leasing strategy to match the demand. This property hasn’t starved for capital for years and our simple solution to renovate and reconfigure tenant suites and underutilized land has already shown strong shop leasing demand at rents much higher than our underwriting. We achieved a purchase price, well below replacement cost on this asset as well and with an in-place NOI of only $7 per square foot, the market easily supports our targeted growth given its reliance on straightforward shop leasing which remains a focus of our company. Finally, our Market Square acquisition also outside of Atlanta offers it even higher targeted returns given the lower acquisition price per building square foot of $83 and a chance to increase occupancy through tenant expansions and leases. The theme for acquisitions this past quarter is all about low basis and high demand and all three are great case studies for an opportunistic investing program. They allow us to make money applying our vision, our leasing, our operating skills and they offer attractive entry price points. Most importantly, their return profiles are high enough to be competitive with that offered by our own shares. Combining our buyback with these acquisitions, it’s safe to say that we are ahead of plan on this portion of our growth strategy and we are seeing an increasing number of deals where we can leverage our company’s resources and operational skillset to create value. With that, I’ll hand the call over to Mike for some commentary on our operations.

Thank you, David. The fourth quarter saw more of the robust leasing activity that we’ve seen throughout all of 2018 with high volumes despite our now more focused portfolio. We’ve signed 26 of the 60 anchored leases identified at Investor Day with another 17 in advanced stages. This compares to 15 executed leases in October. We achieved a blended 31% leasing spread on the deals which are with 19 distinct brands. A few noteworthy deals this quarter include Total Wine & More at Centennial Promenade in Colorado, their first store in Denver market. ULTA Beauty at Shoppers World and leases with T.J. Maxx and HomeSense at Nassau Park Pavilion. Leasing spreads for the quarter were also solid with new leases up 14% and blended spreads of 6.4% consistent with trailing twelve month trends which we believe is the best way to look at our operating metrics given our now smaller and inherently more volatile portfolio. Net effective rents, an indicator of the overall economics of the leases we are signing were also in line with our trailing twelve month numbers as we continue to lease space at compelling economics. We remain laser-focused on driving our shop leasing efforts and remain confident in the 94% shop occupancy goal we articulated as part of our five year plan. I’d say this despite the fact that our shop occupancy fell in the quarter to 89.1% from 90.3% last quarter due largely to the sale of an 80% interest in the more highly occupied DTP JV portfolio, as well as the acquisition of the three low occupancy opportunistic assets David just described. Additionally, we had nine Mattress Firm stores closed as part of the recent bankruptcy. We expect to quickly re-lease these spaces at a double-digit spread, primarily with service and QSR tenants. We are also tracking a few more smaller bankruptcies right now that could further temporarily pressure our shop lease rate in the first half of the year. This potential dip shouldn’t obscure the ongoing large volume of shop leases being completed by our team. Overall, tenant demand remains high across our portfolio given the superior quality of our assets in the top quartile of the country’s retail landscape. With that, I’ll hand the call over to Matt.

Thanks Mike. All the accomplishments that Mike and David highlighted have had a significant impact on our balance sheet and capital position. Most important, positive same-store NOI growth and the use of proceeds from the new joint venture to repay debt generated a debt-to-EBITDA ratio of 5.6 times, our lowest leverage level in years. We also have no unsecured debt maturing until 2022 and a weighted average maturity of 6.1 years. We not only used equity proceeds to lower leverage but to improve both liquidity and our unencumbered pool with the virtual elimination of secured debt and the consolidated balance sheet. In fact, with the repayment of mortgage debt at the end of the fourth quarter, just two of our 70 wholly-owned assets are now encumbered providing significant optionality and flexibility. And all that’s to say nothing about the additional security provided by lowering our disclosure to lower growth assets or security capital from new JV partners. Repaying debt with dilutive asset sales maybe behind us, but that doesn’t mean we won’t continue to improve the balance sheet over the coming years. We expect NOI from new leases to become a growing EBITDA tailwind and our preferred capital investments in the Blackstone JV and RVI should provide additional capital to reduce leverage further and fund growth. As such, we now see six times as long-term leverage maximum rather than a goal to work towards. I’d like to now comment on several earnings and accounting matters. First, the refreshed 2019 OFFO guidance of $1.13 to $1.18 that we provided at the time of the announcement of DTP JV in November is unchanged. Same-store NOI guidance is also unchanged at 1% to 2%. As a reminder, consistent with our previous comments from Investor Day about the timing of anchor commencement, we expect our same-store NOI growth to be higher in the second half of the year than in the first half of 2019. Additionally, our 2019 OFFO guidance includes the impact of several items to consider relative to the $0.31 per share we reported in the fourth quarter. First, Blackstone continues to fill assets and that as well as selective asset sales in our other JVs will cause a decline in JV fees in 2019 as compared to 2108. Updated guidance now includes the fees from the DTP JV and we continue to believe that the headwinds from lower JV fees is largely resolved. A second headwind to 2019 results comes from the full year impact of 2018’s asset sales including the DTP JV which closed November 30, as well as announced that expected tenant bankruptcies. Specifically, the fourth quarter included approximately $500,000 of combined income from the nine Mattress Firm and Toys spaces that assumes closed. We have assumed additional tenant bankruptcies as part of our 2019 guidance. And finally, we previously flagged the short-term diluted impact of the redevelopment of our Van Ness property in San Francisco. The existing theater operator vacated in January resulting in a $0.02 per share headwind to full year 2019 OFFO. We have an executed lease with CGV Cinemas and expect them to open in January 2020. As David mentioned and consistent with our Investor Day, beyond this impact there is no remaining NOI plated to come offline in order to facilitate our redevelopment programs. Turning to RVI fees, our initial guidance hold for them to remain flat in 2019 assuming no additional RVI asset sales. There have in fact been a number of the asset sales since the fourth quarter and we are updating our estimate for fees accordingly which are $1 million lower at the midpoint. We continue to expect a one-for-one offset between RVI fee declines and lower G&A in 2019, though this relationship will shift in 2020 and we would expect some headwinds to 2020 from ongoing RVI liquidation until the RVI preferred is repaid and redeployed. On the joint venture front, we received a $7 million Blackstone preferred repayment in the fourth quarter and another $12 million so far in 2019, which brings our total receipt of preferred repayments to $154 million with the remaining balance net of evaluation reserve of $177 million. As a reminder, we established evaluation reserve with these securities in the first quarter of 2017 cutting book value by $76 million to $270 million. Since then, we have achieved key sales threshold levels in both Blackstone joint venture allowing us to receive approximately 50% of net proceeds from asset sales in Blackstone 3 and 100% in Blackstone 4 going forward. We recognize the current 6.5% yield on the preferred securities through every dollar we get back is the earnings equivalent of an asset sale at a 6.5% cap rate. The Blackstone venture helps us 19 of the 83 original assets remaining as of today and we marked all Blackstone assets to market each quarter to determine the reserves resulting in $7 million decrease in book value in the fourth quarter. With that, I will hand the call back to David for some closing comments.

Thank you, Matt. Before taking questions, I want to take a few moments to discuss 2018 which was a year of many accomplishments for SITE Center. We sold $1.8 billion of assets. We completed the spin of Retail Value Inc., tapped promising new capital from China and lowered our debt-to-EBITDA from 6.5 times at the start of the year to 5.6 times at the end of the year, all while pivoting to growth through leasing, significant redevelopment milestones and our first opportunistic investments. I couldn’t be prouder of our team and what we’ve achieved so far. I am also convinced to their most productive and innovative quarters lie ahead of us as we pursue compelling return on investments and sector-leading growth. And with that, operator, we will take the questions.

[Operator Instructions] Our first question comes from Alexander Goldfarb with Sandler O'Neill. Please go ahead.

Hey, guys. Good evening. David, just maybe starting with you, when you guys came in to the company, you articulated getting the company down to a bunch of assets that you thought could best grow and then you further paired it with the Chinese venture, obviously accretive capital. Do you feel right now that you have the portfolio you want? Or do you see the potential for maybe further JVs or asset sales outright from the existing assets as you guys move more into the – focusing on backfilling the anchors redevelopment, et cetera?

Good evening, Alex. And that’s a great question. I think we articulated when we announced the spin-off of RVI, but we had curetted to a portfolio that we felt had great growth prospects, but also had a lot of durability. If you remember we use the world durable quite a bit, over the course of the next six months, it became obvious to us that there are more reinvestment opportunities within kind of the upper half of the portfolio. We became enthusiastic about that. And so, the concept of recycling capital by selling off the more secured durable asset using that capital to recycle into the upper tier is one of kind of the easiest ways for us to grow the company. So I wouldn’t call it calling, I would say that it’s kind of a defensive move. It’s really more offense that we would like to recycle that capital into a higher use.

Okay, so, if there is a potential for more, do you think JV-ing?

I think there is a potential for selling an asset to recycle it into another acquisition. There is opportunity for joint ventures should we find stable assets with low growth and we find potential to make reinvestments at higher growth. So I think you should expect that we won’t be shrinking the company in order to pay down debt any further. We are at a great level right now. We are simply using some of our more stable assets as currencies to reinvest elsewhere.

Okay. And then, Matt, the question on the fees, it sounded like from your comments that the Blackstone fees wind down, there is an offset with the new Chinese venture. So, can you just help, is it a one-for-one offset? So basically fee income will be flat this year or is there a runrate that we should be sort of modeling to given the decline of the Blackstone, but obviously the rise of the Chinese JV fees?

Yes, the Chinese fees do offset some, but we will still see a net decline in fees in 2019. That’s still a headwind to earnings in 2019. So there is some offset there, but it’s not complete.

Okay. Thank you.

Our next question comes from Todd Thomas with KeyBanc. Please go ahead.

Hi, thanks. Good afternoon. David, just first question, following up there on y our comments about the joint venture and you mentioned in your prepared remarks the importance of that relationship. Is there additional appetite from your partners to do more with SITE Centers? And what kind of appetite that you and your partners have to the extent that you do come across stable assets?

That’s a very good question. As you can imagine, I’ve been traveling to China for well over five years now and building relationships. One of my closest friends spends a lot of time in Hong Kong and Beijing for our company. I think we’ve built a reputation as a conservative investor that focuses on dividends. And there is a need in many parts of the world for dividend style investing in durable assets and to the extent that we can build those relationships and use that source of kind of core capital for us to fund opportunistic things for us to do, we will be very, very supportive of trying to extend those business relationships further. Whether that’s with our existing partners, the two partners that came into this joint venture or whether it’s others. And as you can imagine, if you do a joint venture of this kind, which is the first for this type of capital, institutional capital coming at Hong Kong, and the first in our asset class, it gives us some advantage because we are seen as more desirable now. Every quarter that goes by that we deliver on the dividends that we said we would. We become a desirable partner for other types of capital looking for core returns. So, and the long answer, yes, we certainly hope that we can build on this relationship and we are certainly poised for it.

And as we think about the $75 million investment target for the year, how should we think about that in the context of assets like you acquired in the fourth quarter versus maybe stable assets where you can leverage that $75 million investment on your end maybe generate additional fee income and move in that direction?

Yes. It’s difficult to subdivide the $75 million into different buckets. I mean, as you’ve already noticed in the fourth quarter, our share price got down to a point that it’s very difficult to find any other investment as exciting as our own stock and we put $50 million to work pretty quickly. There were other assets earlier in the fourth quarter that we thought had very high IRRs that were much more repositioning assets. We haven’t found a durable asset that we really like it, but I would say that that’s off the table. Everything is on the table as long as we think the risk and the rewards that are commensurate with the amount of capital that we have.

Okay. Thank you.

Our next question comes from Christy McElroy with Citi. Please go ahead.

Hi, thanks. Good afternoon guys. Just, from where you initially provided the 1% to 2% same-store guidance range at your Investor Day last fall, so you did the DTP deal and your 2018 same-store growth reserve at higher from removing those assets from the pool, but the 2019 range was unchanged and then you had Mattress Firm and Payless since then. But today, you are still at the 1% to 2%. So my question is, since there have been a few changes obviously from the time you provided the drivers at your Investor Day, maybe you could sort of walk us through any changes in those sort of underlying assumptions within that growth range?

Hey, Christy. Thanks for the question. It’s very fair. I would say, we feel good about guidance. The main thing I would say is it’s February and as we all learn together, the retail environment is highly uncertain. So, I think, we track a number of retailers, I am sure tracking number of retailers that you’ve been in. And I think it’s premature to get ahead of ourselves and start speculating on the fund things going a lot better. So, we are just – I think we are trying to be conservative here. You are right, there is some tailwinds there. We also are expecting some bankruptcies as I discussed in my prepared remarks which are clear headwinds as well. So, offsetting those two and how early we are in the year it doesn’t seem appropriate to be changing our view at this point.

Okay. And then, Mike, you had mentioned pressure on occupancy earlier in the year. How should we think about sort of the trajectory of the commenced occupancy rate? And then you’ve got this wide gap between sort of the leased and the commenced rate. How should we think about that widening or narrowing as we go throughout the year?

Generally, it’s the timing is the factor of making the back half of the year heavily weighted towards the rent commencement dates. But the timeframe between the lease execution and the rent commencement tends to be shortening and we are continuing to see that as we go forward.

Hey David, it’s Michael Bilerman speaking. As you think about this joint venture you created, you talked about it being a dividend payer, stable assets, but the retail environment as Matt just talked about is highly uncertain. So how does those two things marry up over the next couple of years where that environment is probably not going to get anymore certain and probably continue to be uncertain. How do those assets performed in that environment leading to us to those expectations that you laid out with your venture partner?

Yes. It’s an excellent question. As you can imagine for the last several years in Hong Kong, Beijing, Shanghai, that has been a very, very common conversation. One way to prove the durability of kind of slow growing shopping centers is to look at a trailing ten year cash flow and understand through quite a few bankruptcies and a recession in the last ten years how did these assets performed. And I know that there is a general Zeitgeist in the reporting world that somehow retail is all in one bucket. But the fact of the matter is that, if you are looking for sustainable dividends, many times large format retail properties have been able to and I do believe we’ll continue to be able to deliver those. And that’s what we formed the basis of this joint venture. These are certainly not highly risky assets. They do have a little bit of occupancy upside, but mostly they are seen as stable properties. Bankruptcies will occur in these joint venture assets just like they will in our core. But the likelihood that they have durable cash flows long-term is still pretty high and I feel very confident about it.

Are you guys covering any from a master lease perspective or preferred returns so that if there is additional bankruptcies or additional things that DVR – sorry sites, it can be hard for me to ever change, but that site will cover the differential to be able to provide that consistent return to your new venture partners?

No. The joint venture is a traditional joint venture. They bought 80% of the equity position. We have traditional financing on it. There is no preferred return. There is no Mez debt. There is nothing out of the ordinary. I think it’s just a couple of very, very sophisticated institutions. We spend a lot of time here in the phase underwriting the assets, meeting our teams, touring every suite and I think that they have a belief as we do that there is stable long-term investment. And that’s frankly the type of capital that we would like to be partners with. We want sophisticated partners. These folks did their homework over a long period of time and I would certainly hope that we’ve proven together that we’ve got a pretty good sense of the underwriting that we can go and look for new assets to acquire from outside the portfolio.

That’ helpful. Thank you.

Our next question comes from Wes Golladay with RBC Capital Markets. Please go ahead.

Hi guys. For those low dollar per square foot acquisitions, how much on average do you need to spend to get those up to your standards?

Hi, Wes, it’s a great question. It completely depends on what type of tenant we are planning to putting in there. One of the properties has a lot of medical demand and that tends to be more expensive than traditional. But the rent dropped so higher. I think the way you should assume is that, when we buy buildings at $50 to $85 a square foot, and rents in properties around that are in the 20s, there is a whole lot of room to reconfigure buildings and spend the capital required.

Okay. And then, looking at your pipeline, you have the three TBD projects. I imagine they all make sense from an economic perspective and you are just putting on the entitlements for that. Do you expect to need those started this year?

The entitlements is the reason that there is TBDs in the supplemental. I would simply state that, in the context of capital allocation, it’s important to note that just because something is an intended development doesn’t necessarily that the construction is imminent. And as soon as we receive entitlements, and we have effectively a shuffle ready project, we have to look at that point in time and decide our other sources of investment opportunities better or worse than the development projects. So, yes, we are waiting on entitlements and yes, the financials make a lot of sense. But this last quarter, we have found some great places to put capital that I think are risk-adjusted much better.

Okay. Sticking with that, can you hold that for a set period of time or is it indefinite from the entitlement?

It depends on a property most municipalities now are doing spot zoning for a specific property where once the zoning is in place, it stays in place in perpetuity. But that does not mean that they can downzone the property in a couple of years if somehow the political climate changes. So, there is some risk. But I think the risk is years, not months.

Okay. Fantastic. Thanks for taking the questions.

Sure.

Our next question comes from Jeff Donnelley with Wells Fargo. Please go ahead.

Good evening guys. Dave, if I can kind of branch off of maybe Christy’s question, I guess, related to your assumptions on credit loss. If I recall, I think, Matt, your guidance assuming about 150 basis points of credit loss in 2019 and since we are half way through the first quarter of the year, where frankly the majority of retailer bankruptcies historically occur. I am just curious do you feel that – do you feel better that that’s a conservative estimate? Or have the changes in the retail landscape since you last gave guidance, maybe you believe it’s effectively sufficient like you are going to needle out?

Yes, so just one – thanks for the question, Jeff. Just one clarification. The 150 basis points of bad debt plus bankruptcy adjustment that we made was to our five year growth number. So, we were saying that over each of those five years, we were assuming that now on average. We did not provide and deliberately didn’t provide a specific reserve number for 2019. The reality is the number is sizable and yes, I think we all feel better with each day. I think, we did a first one, I’ll call it to say that the kind of the cycle of bankruptcies happening at a specific time of a year seems to have been broken. The way the bankruptcies work out that cycle seems to have been broken. There is just a lot more uncertainty. So, I think we all feel better with each year it happens. But I think there is still, it’s safe to say quite a bit of uncertainty by 2019.

And just on the question on your recovery rate, I think it’s up 100 basis points year-over-year in full year 2018 and I think also up about 70 basis points in the fourth quarter. Considering that year-over-year decline in small shop occupancy and anchor occupancy, I guess, I would have expected to see some erosion in your expense recovery. And I guess, where am I wrong in my thinking there? And then second, as new anchors take occupancy in 2019, do you think that recovery rate can continue to rise?

Yes, Jeff, just one comment on, if you looked at our commence rate on Page 13 of the supplement, the commence rate was actually up year-over-year for the same-store pool which really drove the recovery uptick and now in the course of the year.

Yes, I mean, look, I think we’ve been saying, we expect things whether it’s the commence to lease rate or whatever, we are expecting things to pick up over the course of the year particularly in the fourth quarter. So, I think as you know the operating leverage here is tied to that. As we get more rents commence, you will see that ratio pick up.

Okay. Thanks guys.

Our next question comes from Tayo Okusanya with Jefferies. Please go ahead.

Yes, good evening. Your three drivers of growth, leasing, redevelopment, and opportunistic investments. I am just curious, over a one year and over through the five year horizon, which of those three drivers do you kind of feel will be contributing the most to your earnings over a one year period kind of a longer term period?

Good evening. It’s a great question. Over a five year period, it’s more difficult to project. But I think that, this company, as we laid out at our Investor Day Conference in the fall, have 60 box vacancies in a very well located portfolio and so over the near-term, the majority of the growth is coming from leasing.

I would just point out that we – without revisiting them here, we did provide pretty clear ways in our Investor Day Presentation. So you can kind of take a look at kind of what our model says. The reality is as we found out in the last month or two as things present themselves in an unexpected fashion, whether it’s a share buyback or opportunistic acquisitions. So, I think, we gave some parameters there at Investor Day for you to use in your model. But I would say those are subject to continue as circumstances change. Leasing will be a very important driver over the next 12 to 18 months. That’s most important right now.

Great. All right. Thank you.

Our next question comes from Vince Tibone with Green Street Advisors. Please go ahead.

Hey, good afternoon. It’s only been two quarters that CapEx as a percentage of NOI has trended higher since the spin. Could you just provide some color about how we should think about the runrate for CapEx spend including redevs going forward?

Yes, it’s Matt. I would just say, you are seeing the product of leasing activity, right. So, everything I’ve been saying about what we’ve been saying about things picking up in the fourth quarter of the year that this is all in preparation for that. You will see a significant amount of CapEx this year which we laid out where the vacancy is. We laid out how many anchors we’ve got, you can kind of do your back on the envelope there. As we get those 60 boxes commence, assuming the bankruptcy environment stays relatively constant, you won’t see increases in CapEx. We should see a significant decrease, but of course, that’s subject to what happens in the overall retail environment.

The only other thing I would add, Vince is, in the fourth quarter and the back half of the year, we had about $4.5 million for our LED lighting program. That’s one-time in nature. I don’t think we don’t expect that to recur in 2019. So for the maintenance CapEx, I do see a downtick there over the course of 2019.

That’s helpful. Thank you. And then just one quick one. Could you provide a little bit more color on the small shop or potential small shop bankruptcies you are tracking?

The ones we are referencing are really focused on Payless and Gymboree which have a very small impact on the overall portfolio. Payless for example, there is only seven stores that are wholly-owned portfolio and Gymboree has three stores. So it’s a pretty minor effect.

Okay. Thanks. It’s all I have.

Our next question comes from Rich Hill with Morgan Stanley. Please go ahead.

Hey, good afternoon. Just want to spend a little bit of time on RVI fee income. It’s non-trivial, pretty large. So, look, you put up around $7 million of RVI fees in this quarter and I think you are guiding to around $24 million at midpoint. How are you supposed to think about that $24 million of fees on sort of a quarter-by-quarter basis in 2019? Can we sort of think about it $6 million bucks a quarter? Do you think it’s going to be more front-loaded?

Hi, Rich. It’s a great question. It’s a big number. The reality is that we don’t know and we are not projecting the pace of dispositions from RVI. And so, I think the best way for you to assume in the modeling is that, our G&A slowly goes down in a commensurate fashion with the fee income. 2020 as Matt mentioned in his prepared remarks is probably is the year that has little bit more headwind as we are waiting to get back our preferred equity that we can then reinvest accretively to make up for that. So in 2019, I think it’s mostly to do about recognizing the G&A is going to go down in the similar fashion.

And I was going to…

Yes, go ahead, Matt.

Keep in mind that you will see it in our Form-10 and the fee agreements we have. The fees gets remeasured only twice a year. For the mid we still have if probably fees go down the next day, right. So keep that in mind as well. You can imagine that we are going to sell assets. We don’t know how much. We are not going to forecast how much. We are going to sell assets, you will see gradually come down. But there is a six months lag to that process.

Got it. And just to go back to one comment. And I think I understood this correctly. But 2020 is sort of the year where fee income starts to go down, but you are not getting the preferred equity investment and that’s maybe where there is a little bit of a disconnect for a period of time. Is that – did I hear that correctly?

Yes, and our ability to kind of keep lowering G&A, and I think the cost of running the business we definitely right-sized the organization already. And so there is a limit to how much we can – we can reduce expenses throughout the organization just to offset those fees. And you are right. We’ll have to wait until liquidation is largely complete in all likelihood for us to get the preferred back to be able to redeploy it and get that accretion. So, there will be potentially some kind of a short-term disconnect there.

Got it. And then, one question on the preferred equity investment reserves. It looks like they increased again. Is there any reproves as to how we are sure to think about that – does it mean, was it mean for the valuation of the overall market? What are we supposed to think about that and what we are supposed to consider?

I honestly think that what you are seeing is a smaller and smaller pool from the Blackstone joint venture. We are down to what - about fourth of the original size. And therefore, as we do a mark-to-market ever quarter, it’s a little bit bumpier than it was when the portfolio was larger.

I would just flag, Rich, also if you kind of look at the historical adjustments, we took the original reserve, then we actually lowered the reserve by a significant amount in the next quarter as a result of a couple of trades that happened. And we just kind of eroded that back down to where we started again. So, net, net, I think what you are seeing right now is noise. I would warn you, if you – the other thing the market thing is a market and if transaction and the margins – we had the transactions on the margin tell us something we didn’t know before, or if the market actually changes, of course, it’s something traditional increases in that reserves.

Got it. Thank you guys.

Our next question comes from Michael Mueller with JPMorgan. Please go ahead.

Yes, hi. Just looking at the – I guess the Investor Day presentation of $100 million annual spending, $75 million of annual investments, and just thinking about that, routine cash flow. I guess, what you to do on the disposition side? Or what you have to either in terms of JVs to raise new capital to fund that over the next five years. Just thinking about what have worth the JV in the fourth quarter in terms of, you think that’s some sort of fees that were raised from that? So, what’s the look forward on asset sales, I guess.

Yes, so, what we said at the Investor Day was that, our plan is largely $100 million, because of the preferred that we will be getting back with the combined operating cash flow and the two different preferred investments we have. If you assume those come back over the next five years we are largely self-funding. The other flex that we have obviously is on the opportunistic investing side. What we said with that, that would largely be coming through some kind of recycling activity to Alex’s question earlier in the call, when we sell more yet, we will sell more in order to invest at higher rates of return. That activity will be somewhat dependent on what we can sell on forward prices.

Got it. Okay. And that doesn’t changed at all, because given the size of the JV that’s done in the fourth quarter.

Well, I mean, look, as David in the prepared comments, it’s a game-changer for us, right. I mean, it does really pre-fund a lot of this. And so I think the visibility on being able to invest $75 million opportunistically just went up significantly. The visibility on being able to invest into redev certainly went up significantly. So it gives us more cushion. So, I guess to your point, we don’t really have to sell at what the point I am trying to make is, our business plan originally didn’t builds in a lot of dispositions that were required and with the JV having closed, you can imagine that’s even less than it was before.

Got it. That was it. Okay, thank you.

Our next question comes from Chris Lucas with Capital One Securities. Please go ahead.

Hey, good afternoon everybody. Just two quick ones. There has been a lot of talk about the bankruptcy tenants and alike. I guess, I was just kind of curious with the non-bankrupt tenants that are coming to their lease maturities are you seeing any change as it relates to sort of your tenant retention rates on those tenants, year-over-year or if you look out in 2019?

Yes, I think it’s a great question. I would hate to answer as a proxy for the entire retail market. I think, as we are looking at 70 assets that were hand selected to be in very high income demographic areas, kind of tight supply constraints, we really haven’t seen any change in tenant behavior when they come to a renewal. But also our pool is smaller and so, statistically to say, it went from x percent to y percent is more difficult. In general, the tenants are in our properties would like to be there, because they are profitable. And so, we haven’t really seen much of a change in their behavior when it come to an option.

Okay, great. And then, I guess, David, on the opportunistic investments that you are able to complete, any sense as to what the competitive landscape was, who were just competing with against, sort of how competitive were those deals?

Yes, I think that’s probably the most fascinating part of this period in time in the last couple of quarters, whether it will continue or not, I don’t know. But if you think about it, buildings in very high income areas, very difficult to entitle new properties and so there is kind of a low supply. They can left behind as the world changes and these are particular have buildings that are outdated. When you have an owner that’s unwilling to keep reinvesting capital to make the buildings fit with current tenant demand, then the tenant demand goes elsewhere and you end up with this cycle where the rents get lower and lower even though the tenant gets higher and higher. When these properties hit the market to be sold, the demand was surprisingly low and it makes one say, why is demand low when you’ve got opportunity for leased occupancy, you’ve got great demographics, you got grocery anchors in two of the three. And the answer is that, there is only two types of buyers out there that are really aggressive. One is for squeaky clean assets that everything is done and it’s easy to finance at high leverage and I would say the others are ones where they don’t have to do a lot of heavy lifting on CapEx. This one fits in the middle zone which I think we have a lot of expertise on effectively putting our CapEx to work and we don’t need mortgage debt to finance assets that have all of the tenants in their option periods. And so, the average lease maturity is less than five years. I think that’s the reason why. So there was really not a lot of demand and that’s where the dislocation is and I hope we can find more situations like this.

Okay, great. That’s all I had. Thank you.

Our next question comes from Derek Johnston with Deutsche Bank. Please go ahead.

Hi, good afternoon everybody. Especially with a smaller portfolio and affluent MSAs, when you think about the overall tenant mix, are there any areas that worry you more than others, from a relevance or a saturation perspective?

In this specific portfolio, it’s hard for me to generalize over a small portfolio of only 70 assets. I can’t say that the tenant demand is strongest for convenience in neighborhood type of tenancies. And so, when we have tenants that demand a very, very large trade area, we are being very careful to put those tenants in assets that have an existing trade area that’s that wide. Mike’s team spends a lot of time analyzing consumer data and trying to figure out exactly where the trade area is on the existing properties. So that when we put a new tenant in there, we can be successful. If you pull this back to our capital allocation strategy, remember at Investors Day, out of 60 boxes that were vacant, we have 15 leased. As of today, we’ve got 26. So the volume of box lease is pretty dramatic which means the CapEx that we are putting into these properties is also quite large. And the result is that we need to be very, very careful to make sure that the tenants we are putting in these properties are going to be successful. And we are using a lot of customer data to make sure we are making that fit.

This is Mike. The only other thing I would add to that is the fact that, of those 26 leases that we have executed, 19 of those were of distinct brands of different uses, which basically support what David was just saying and that is that we are targeting the right tenants for the market and not just going after the same three or four tenants that happen to be doing a lot of deals.

That’s helpful. And just one last one. As you look to penetration of buy online, and pick up in store trends that we are all hearing so much about, I mean is there any actual feedback from the ground that you can give, maybe who is doing a more impactful job or a better job and others and if you are seeing any impact on traffic?

Yes, this is Mike. I think some of our grocery tenants that are doing order online and pick up the store doing a tremendous job to getting a different customer pattern to the store. And it also candidly allows some of those customers to do cross-shopping because they don’t have to spend as much time in a store, also find the BestBuy does a great job to creating a blend of online and really has turned into an omni-channel distribution center more than a traditional retail store. So we are seeing our best tenants are getting very good at it. And we are taking advantage of that and going after those types of tenants as much as we can.

Thanks a lot guys.

This concludes our question-and-answer session. I would like to turn the conference back over to David Lukes for any closing remarks.

Thank you all very much and we’ll talk to you next quarter.

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