Good morning, and welcome to the SITE Centers' Third Quarter 2019 Operating Results Conference Call. All participants will be in listen only mode. [Operator Instructions] I would never turn the conference over to Brandon Day Investor Relations. Please go ahead.

Good morning, 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 Securities Laws. These forward-looking statements are subject to risks and uncertainties and actual results may differ materially from our forward-looking statements. Additional information about these risks and uncertainties may be found in our earnings press release issued today and in the documents 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 the FFO, operating FFO, and same-store NOI. 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 supplement 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.

Good morning. Thank you for joining our third quarter earnings call. I'm extremely pleased with our performance over the last three months which was measurably above our expectations due largely to better-than-expected property NOI and lower G&A. Our Ongoing operating momentum is leading us to once again increase our same store and NOI growth and OFFO guidance. I'd like to first comment on how our quarterly results tie into the three major components of our five year business plan; leasing, redevelopment and acquisitions. Before discussing a couple of key capital transactions, and then I'll hand the call over to Mike to discuss our operations in greater detail. Matt will conclude with some comments on the balance sheet, quarterly results and our guidance increased. First, same store NOI growth, the largest component of our business plans was 1.6%, marking the trough we forecasted preceding a number of anchor openings expected in the fourth quarter. The midpoint of our new 2019 guidance range is now ahead of our five year average we laid out at investor day, helping validate the most important part of our growth. In terms of future growth, we continue to advance the lease up of our 60 anchor opportunities identified at investor day. Given that there are 48 now least on advanced negotiations at a blended 36% leasing spread, and that several of the remaining spaces are held for redevelopment. We are nearing the end of our work on the spaces. We also continue to advance our investment programs. As a reminder, our five year plan calls for $75 million of annual investments funded via capital recycling, a goal we achieved this year through share buybacks and the acquisitions of three joint venture assets. As I mentioned, last quarter, we have begun working on additional acquisitions, one of…

Thank you, David. I'm very pleased with our reported core operations this quarter, which were ahead of plan due to lower-than-expected tenant bankruptcies, earlier than expected anchor rent commencements and higher-than-expected ancillary and other income. We feel great about the momentum in our core operations both in terms of anchor and shop leasing volumes. We opened 13 consolidated anchor tenants in the third quarter. The majority of them earlier than expected and we plan to open an additional for the fourth quarter. As David mentioned 48 of the 60 original anchor opportunities we identified at investor day have now been leased or in advance discussions with commencements expected in the fourth quarter 2020 and 2021 providing a multiyear tailwind. Shop leasing activity was especially robust in the quarter, the 51 shop leases we signed marks a three-year high for this portfolio and we achieved a new lease rents per square foot of over $30 a foot for the first time in our company's history especially impressive given the high volumes. All this week century strong economics with new and renewable spreads as well as not effective rents right in line with our historical averages. It's hard work getting such high volumes and rents but our job is made easier by today stronger fully owned portfolio and a great operations team. Strong leasing activity and modest bankruptcies in the quarter generated 30 basis point increase in the pro rata leased rate to 94.2% and while our commenced rate increased by 110 basis points to 91.1%, the gap between the two numbers, which is the best indicator of low risk future growth is still a healthy 310 basis points. This spreads provide us added confidence in our ability to achieve our five-year 2.75% same-store NOI growth target. Even with a 1.5% annual NOI reserve for tenant bankruptcies. We are especially focused as well on our shop lease rate, which fell 90 basis points sequentially this quarter to 88% despite the activity I just described. The decline was entirely attributable to the fact that the tenant bankruptcies in the quarter were concentrated in our small shop portfolio with nine Avenue and seven Charming Charlie closures since the end of June. We already in conversations with tenants for each of these locations and feel great about back fill prospects. With that, I'll hand the call over to Matt.

Thanks, Mike. I will comments first, our balance sheet, then touch on some earnings matters and will close with some thoughts on guidance. First on the balance sheet our position remains strong with pro rata debt to EBITDA in the quarter at 5.8 times, compared to 6.5 times in 3Q '18. Beyond improve leverage, our maturities are also in great shape, with a weighted average consolidated term of 5.5 years. Last week's equity offering will generate further improvements, lowering pro forma net debt plus preferred to EBITDA by almost half a turn. In addition to the deleveraging impact of the recent offering and EBITDA growth, we have two other sources of future capital. First, is $160 million remaining preferred investment in our liquidating Blackstone joint venture. We did increase the valuation reserve against the remaining preferred investment by $6 million to $85 million, which compares to the original $76 million reserve we originally established in 2017. However, the increase this quarter was due largely to the loss of an anchor tenant at one of the Blackstone assets, rather than a change in market conditions for the shopping centers. A second additional source of deleveraging is the $217 million of capital we eventually expect to receive through the ultimate liquidation of RBI and the related repayment of our receivable and preferred investments. We received the $17 million payment from RBI this quarter, representing receipt of half of the $34 million original receivable. All these factors growing EBITDA, the Blackstone preferred and return of capital from RBI means we continue to see six times debt to EBITDA as a long-term leverage maximum. I'd like to now turn to some earnings related items. First, while bankruptcies have had a much smaller impact so far in 2019 than we anticipated, something which is helping…

Thank you, Matt. In conclusion, the last nine months provide increasing evidence of this organization's ability to pivot to growth. We are now demonstrably ahead of schedule and executing on the operational redevelopment and opportunistic investing goals that underlie our plan to produce compelling growth over the next five years. And with that will be happy to take questions.

[Operator Instructions] Our first question comes from Todd Thomas with Key Bank Capital Markets. Please go ahead.

Hi, thanks. Good morning. David, you touched on investments a bit, which was part of the rationale behind the common equity offering. I was just wondering if you could provide a little more detail on investments, talk about what you're seeing and what the appetite's like moving forward.

Sure, I'd be happy to, Todd. First of all, I guess I would mention that the equity offering was really earmarked to replace the preferred equity stack. But it does obviously give us a bit more flexibility. We continue to recycle assets and have been in the market looking for properties. I hate to give too much insight, other than the fact that we're heavily focused on convenience-oriented properties. I think we've got a very good window now into what's available in the market. And we're heavily focused on returns. I think we recognize that our cost of capital has a hurdle to it. And I think that we're able to find properties that can meet that hurdle.

Can you talk about what that hurdle is a little bit more and then in terms of the types of properties, so, you mentioned the small shops and the convenience which you highlighted for the property in Austin. Wouldn't new investments I guess have a greater skew towards small shops and then the current portfolio today?

Well, for this particular quarter with one asset purchase that happened to be entirely shops, I can see that's a reasonable question. The reality is, for us to make investments in retail real estate and make money that has double-digit IRR, we need to be format agnostic. I don't think that there's a tailwind for the industry that is guiding us into a certain property type or even certain sub markets. We're really looking for return. And the older the asset classes get, the more there's mark-to-market opportunities or kind of a tenant roster changes that we think can drive value. And that's why we're less focused on format and we're more concerned about red roll.

Okay, and just one question for Matt. As we see the anchor leasing kick in here over the next few quarters, a lot of that was for vacant space. The same store expense recovery rate was just over 86% in the quarter, how much more NOI margin expansion should we expect over the next several quarters here as expense recoveries pick up?

I don't have a specific forecast for that. I mean, we do get anchors in particular, you do see a real improvement in terms of leakage of operating expenses. So I would see -- I would expect some margin improvement. I don't think it's going to be monumental.

Our next question comes from Christine McIlroy with Citi. Please go ahead.

Good morning, this is Katie McConnell for Christy. Can you talk about what's drills earlier than expected timing of the anchor openings this quarter and maybe talk about how much of an impact that had on the improvement in same-store guidance versus the lighter unexpected tenant fallout.

Sure, Katie. Good morning. I can give you a preamble by saying that our five year business plan was heavily front loaded by anchor leasing. A year ago to investor day we talked about 60 anchor opportunities. I think Mike did a great job of assembling not only a great team of leasing experts that really can handle the box leasing, but on a legal and construction side, which is really the majority of the work once the deal making happens with a handshake. And we're quite a bit ahead of our schedule that we laid out a year ago. And it was entirely due to much faster permitting process focused effort on the construction and legal teams to get the spaces opened. And frankly, the retailers themselves were very aggressive and wanting to get open in '19. And so we ended up with a bunch of retailers opening it a couple of months earlier than anticipated.

On your variance question, I would say the less than expected tenant fallout tends to outweigh most things. We had a pretty, as we've discussed from the very beginning of the year all the way through now, we've had pretty conservative assumptions about 10 and Fallout. So, 150 plus basis points in your numbers, that kind of being able to eliminate that gradually throughout the year, most of that throughout the year, obviously, has an outsized impact.

Okay, great. And then can you also just touch on how releasing spreads to trend it on the box progress you've made today? And how does this compare to what you'd expect with remaining space based on the level and quality of backfill demand you're seeing today?

This is Mike. I think, in general, we've been very pleased with the leasing spreads that we've seen on the anchor backfill, and we were expecting those to be pretty impressive, simply because of the mark-to-market that we anticipated, and we anticipate to see positive leasing spreads on the anchors as we go forward as well.

Okay, thanks.

Our next question comes from Daniel Santos with Sandler O'Neill. Please go ahead.

Good morning. Thanks for taking my questions. The first one is I was wondering if you could give us just a little bit more color on how you're thinking about the capital markets and raising equity in the future.

Sure, Daniel. Good morning. We're a pretty price sensitive group. I think that we recognize that shareholders should look to use to be good stewards of their capital, and I think over the last course of this year, we've kind of proven that to be the case. Remember, we bought back stock at a price of $11.73 back in January, and we issued last week at $15.28. So I think for us, the price sensitivity is an important feature. But if we take action going forward, it'd really have to be for a specific purpose, and in this case, the purpose of taking out the preferred with really no dilution to the common shareholders was a great feature for us.

Okay. Should we expect to see more buy-backs in the future?

Well, like I said, we're price sensitive. I would find it strange to discuss buy-backs a week after we issued. But in the future, I think we're always going to be looking at the price of the stock and we're going to be looking at uses of capital that we think are important. So unless the price and the use are tied together, I wouldn't expect us to be announcing anything.

Okay. And then just one last question: some of your peers have noted some increased affinity for shopping centers. Are you seeing similar trends for power centers?

Well we haven't sold any properties that would fit that category out of sight centers.

Okay, thank you.

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

Hey. Good morning, guys. Can you comment on how the local shop tenants or more so the franchisers?

I'm sorry, what's that? One more time. It's hard to hear you.

Oh, sorry. Can you comment on how the local shop tenants are doing more like the sandwich shops and more of the franchisers?

I think in general, the answer is they're doing very well. And a lot of it just really stems from the additional traffic we're experiencing from an anchor lease-up. The anchor tenants are really driving heavy traffic and that translates well to the shop tenants doing well. And we've seen that really help drive our increased shop leasing as well.

Okay. And then looking at your I guess 5-year plan, if we were to do a refresh today, what would be the biggest change based on you're able to access the capital market, you unwound to JV? I guess my assumption would be the $75 million investment would probably be a little conservative at the moment. Is that a fair statement?

I mean I would say that the biggest change from our Investor Day a year ago is simply the pace. We've just been able to execute a lot faster than we anticipated. Remember that the plan was front-end loaded by NOI growth that then feeds into FFL growth, and at this point, we're ahead of schedule on the NOI growth section.

I would also say -- you saw us sell Duvall Village this quarter. We announced it last quarter. I would say on the margin when you look at our kind of internal capital planning, you're seeing some movement from spending money on redevelopment into instead using that -- harvesting capital and then recycling that capital into acquisition.

Okay. Thanks, guys.

Our next question comes from Hong Sang [ph] with JPMorgan. Please go ahead.

Yes. Hi, guys. I guess in your Investor Day last year, you touched on potentially funding your redevelopment pipeline through the sale of mixed-use development rights. Is that still expected to occur?

Good morning, Han. We have a number of projects that are undergoing municipal entitlements. Remember that's kind of the first leg of the stool that you need to prepare a project is to get the permitting for it. Several of those projects moved along pretty quickly, namely Fairfax outside of D.C., and then a project up in Boston and one down in Atlanta. How we execute on those, whether we put capital to work in a joint venture, whether we sell the air rights or whether we do a project on our own really hasn't been decided. I think we'll make that decision the closer we get to having a project that's shovel ready.

Thank you.

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

I just jumped on a little bit late, given another earnings call. I'm sorry, this has been repeated. But one of the things that struck me was slower than anticipated bankruptcies. So I'm wondering if that's transitory and something has fundamentally changed in the strip market or if you're still cautious I hark back to your Analyst Day a year ago, and you were pretty cautious. So I'm just wondering things have been pushed out or there has been a fundamental change over the past 12 months that makes you more bullish on the store closure environment over the medium to long term.

Rich, that is a great question. I think we've wrestled with that subject for the entirety of this year. There's a dilemma, and one is that we've curated a portfolio through a spin off down to less than 70 wholly owned assets, and the land location of those 70 wholly owned assets that made them really desirable from tenants. So if you think about that, 60 vacancies we announced last year and we've leased or getting close to concluding the leases about 48 of them, the demand is really strong. And when you combine that with the fact that the bankruptcies and liquidations of the retailer world simply haven't happened to the extent that we would have thought a year ago, you're right. We have to consider whether it's going to simply roll forward into '20 or whether the new normal has fewer bankruptcies. My personal opinion is that retail is still in transition. There are disruptive forces going on in a lot of tenants throughout the sector, and the best defense you can have is really strong property. What we would hope is that even as retailers are repositioning their store fleets, they're doubling down on their best locations, and those are the ones that we think we own.

Only thing I would add is just from a budgeting standpoint, if you sort of thing about 2020, I mean we kind of can have this debate about whether we're seeing a wholesale improvement in fundamentals. You should expect that we will remain conservative in terms of how we guide and how we do our budgets. Some tenants are really question marks. They're trying really hard to turn their businesses around. And we've seen businesses do that before and turn themselves around. But then there are some that we think really are especially more of a question of when not if and so you can assume that we'll build a firm out of that into our forecast. So, conservatism will definitely be -- these uncertainties, conservatism will be the theme for our budgeting and guidance process.

Yes, sure. That's helpful. And the reason I focus on it is -- look, from term investor standpoint that there has been a pretty significant -- differentiator between strips and your cousin the mall sector. Are you seeing a different demand from tenants for maybe more convenient to locate it strip centers than they maybe you saw previously? And is that -- maybe some of the change that at least the markets are pricing in over the past 12 months?

I think, Rich, the change has simply been an increase in aggregate demand across a lot of different product types. If you look at the last quarter's earnings call, we lifted the number of tenants that have leased those 48 boxes is pretty staggering. And there's a very wide range of tenant demand, including services, clubs and traditional retail. So I don't really see a fundamental shift in the type of demand, but we certainly have had much more demand than we anticipated last year.

Got it. That's it from me. Thanks, guys.

Thanks, Rich.

Our next question comes from Florence [ph] from Compass Point. Please go ahead.

Right. Good morning, guys. Thanks for taking my question. Just a follow-up on the cost of capital discussion. Obviously you issued at a slight discount to NAV, but have paid down the preferred with that. Is that right to assume that you are thinking about your cost of capital as being at or below your cost of preferred that you're paying that down?

I think what we said is that there is a very specific use of capital and at that price, we were willing to transfer the capital stack from preferred to common at that specific moment at that specific price.

And the only thing I would add is NAV is a moveable feast, right, at the moment. I think the our band of -- for example, just looking at consensus numbers, our band goes from like $11 all the way up to $18, right, and that's not because the analysts aren't doing their job, that's because there's a lot of uncertainty about what asset values really are. So there is potentially a false precision involved in the NAV exercise. Even if we take the consensus NAV as a given, whatever small amount of dilution, we think it was less than 1% versus consensus NAV, there is a value add to improving our capital structure that we think far outweighs whatever minimal amount of NAV dilution there might have been based on a consensus number, which we're not necessarily blessing. But there is at this point in the cycle in particular, we think there's real value to be added by being smart and de-leveraging in a way that has a very low cost associated with it.

Fair enough. The other question I have is maybe if you can give us some comments on where you view right now your mark-to-market in your portfolio. You guys have done a very good job in terms of leasing and I'm just curious how much more can you squeeze out of the portfolio.

It's a great question. I think you know that we have not published a mark-to-market. We really haven't commented on it. And frankly, it moves significantly when you're leasing a lot of anchor space. But I will remind you that when we did the spinoff of RBI, one of the primary reasons was to curate for mark-to-market, and when you combine a high mark-to-market with great underlying land, that means that over time you should capture rent growth in addition to redevelopment opportunities, and in some cases, bankruptcies attendance allow you to unlock the land value that you couldn't previously or otherwise do. So mark-to-market's a really important feature for this portfolio, but we really haven't been specific with marking a specific dollar number.

Can you guys comment on the on the mark-to-market opportunity for your Dress Barn and Charming Charlie exposure?

We have not committed specifically on the exposure for those. I would simply say that they're a positive mark.

Great, thanks.

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

Thank you all very much for taking the time to join, and we will speak with you next quarter.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.