SITE Centers Corp. (SITC) Q3 2013 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the Quarter 3 2013 DDR Corporation Earnings Conference Call. My name is Patrick and I will be your coordinator for today. [Operator Instructions] As a reminder, this conference is being recorded for replay purposes. I would now like to turn the conference over to Mr. Samir Khanal, Senior Director, Investor Relations. Please proceed, sir.

Good morning, and thank for joining us. On today's call, you will hear from CEO, Dan Hurwitz; Senior Executive Vice President of Leasing and Development, Paul Freddo; and President and CFO, David Oakes. Please be aware that certain of our statements today may be forward-looking. Although we believe such statements are based upon reasonable assumptions, you should understand those statements are subject to risks and uncertainties and actual results may differ materially from the forward-looking statements. Additional information about such factors and uncertainties that could cause actual results to differ may be found in the press release issued yesterday and filed with the SEC on Form 8-K and in our Form 10-K for the year ended December 31, 2012, and filed with the SEC. In addition, we will be discussing non-GAAP financial measures on today's call, including FFO. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in our earnings release issued yesterday. This release and our quarterly financial supplement are available on our website. Last, we will be observing a 1 question limit. During the q&a portion of our call in order to give everyone a chance to participate. [Operator Instructions] At this time, it's my pleasure to introduce our CEO, Dan Hurwitz.

Thank you, Samir. Good morning, and thank you for joining us. As you know we recently hosted our Investor Day in Charlotte at which time we outlined and reiterated many of our long-term goals and aspirations. Highlighted our deep and talented bench of real estate executives, and toured recently acquired and developed assets in the local market. We were very pleased and appreciative of the strong turnout and I'd like to once again personally thank each of you that took the time to travel to Charlotte, and spend the day with us. It was our goal to present thoughtful content, provide unlimited access to our entire management team, and conduct the property tour that enhance the articulation of our investment theses, and how we intend to execute our stated goals and objectives. For those of you that were not able to attend Investor Day, we trust that you've been able to review the presentation materials and webcast that are posted on our website, and have since been in contact with our Investor Relations team regarding any questions you may have. The overarching theme of our strategy is a continued obsession with consistency and capital allocation. We will continue to articulate our long-term aspirations, and highlight the opportunities we are pursuing to deliver consistent and compelling results like you have seen once again this quarter. Given the abundance of disclosure over the past month, our prepared remarks today will be rather brief to reserve time for Q&A. Paul will address the growth levers we are pursuing on the operations side, and David will focus on the operating and transactional results of the quarter before we open the line up for questions. With that, I'll now turn the call over to Paul.

Thanks, Dan. As Dan mentioned, I will briefly highlight the leasing results for the third quarter before addressing recent activity in the portfolio that is consistent with the strategic growth levers we discussed in Charlotte. We posted another strong quarter with significant leasing volume, resulting in a 20 basis point improvement in the leased rate over the second quarter and 80 basis points year-over-year while achieving further improvement in leasing spreads. Despite a portfolio leased rate of nearly 95%, we leased over 3 million square feet during the quarter. We executed 210 new deals for 900,000 square feet, achieving a positive pro rata spread of 14.5% and 12.3% at 100% ownership. We also executed 233 renewals for 2.1 million square feet at a pro rata spread of 7% and 7.4% at 100% ownership. This represents our highest renewal spread in 21 quarters and is the continuation of a significant trend we're seeing in the portfolio. Combined, pro rata spreads for the quarter were 8.6% and 8.4% at 100% ownership, again displaying the continued outperformance of the wholly-owned portfolio which illustrates the impact of our capital recycling program and quality improvement. As for examples of the strategic growth leverage we are pursuing, the consolidation of small shops space continues to be a robust area of growth in our portfolio. At Commonwealth Center, a newly acquired power center in Richmond, Virginia, we recently finalized a new 10-year deal with Ulta which resulted in a consolidation of 6 formal small-shop units. This deal consolidated 3 chronically vacant small shop units and 3 units previously occupied by local, low-credit retailers with high turnover. We successfully consolidated these 6 units into a single 10,000 square-foot box and achieved a 100% increase in rent and recovery rate for the consolidated space, increased the credit quality of…

Thanks, Paul. With operating FFO and FFO including nonoperating items from $90 million or $0.28 per share for the third quarter, a 4% increase in operating FFO over last year. Nonoperating items were primarily related to transactions costs that were offset by gains on land sales. In the third quarter and subsequent quarter end, we continued to upgrade the quality of our portfolio through the acquisition of prime power centers in large and growing markets with strong tenant demand, employment and population. We acquired 39 prime power centers of which the majority was sourced through our strong relationships with our joint venture partners. The prime power centers, which totaled 15.6 million square feet, feature high credit quality retailers and enjoy average trade area household income of $88,000 and a population of 494,000 people, more than 10% above the prime portfolio average. The average size of the 39 centers is 400,000 square feet and the average price with an excess of $50 million, further demonstrating our preference for large-scale market dominant power centers. As previously announced, we acquired a portfolio of 7 prime power centers in a newly-formed venture with Blackstone for $332 million in August. 2 market dominant regional power centers in Orlando and Atlanta for $259 million in July and 30 prime power centers from our existing joint venture with Blackstone for $1.46 billion at the beginning of October. The investments were funded with proceeds from the May common equity offering, and were payment of our preferred equity in mezzanine loans, the unsecured bond issuance in May, asset sales and assumed mortgage debt. Regarding asset pricing, despite the increase in treasury rates in recent months, we have seen little to no change in pricing for institutional quality power centers and we will continue to take advantage of cap rates…

[Operator Instructions] Your first question comes from the line of Craig Schmidt with Bank of America.

I was looking at one of your recent acquisitions, Winter Garden Village and it seems like it had a really strong restaurant component, and then that got me thinking, how does management think about restaurants? I know they are a little bit more expensive upfront, but I am just wondering if they keep the consumer longer at center or how you think it fits in with your future redevelopments?

Craig, this is Paul. Restaurants are obviously a big component of centers such as Winter Garden, over 1 million square feet in a location where you clearly with the mix we have there, you want to keep people as long as possible. Some examples, the fast casual and casual are doing extremely well today. Restaurants such as Panera is another example of a restaurant we love to see at many of our centers just because it keeps the consumer there for long periods of time, so we're high on it. The high-end restaurants are struggling a little bit right now but the casual and casual are doing fine, and again with the center like Winter Garden, if you seen that, it's absolutely one that you need a few restaurants with the range of mix and retails we have at that center we clearly want to keep the customer there as long as possible. And from an financial and risk management standpoints, we're going to be following Paul lead on which restaurants make the most sense for a center but we're still going to err on the side of more often than not doing ground leases and so the significant level of improvements in some of those are someone else's risk and not ours and just what we think we can get the best risk adjusted returns, while still doing the right thing for the merchandise mix for the center.

Your next question comes from the line of Samit Parikh with ISI.

I noticed basically year-to-date the net effects of rents were up just over 6% versus last year and it looks like for the quarter they were up nearly 15% versus the net effective rents on last year, so maybe could you just comment on sort of what, how you see the trend of rent growth going out next year on a CapEx adjusted basis?

Yes, Samir. We see there the rents obviously continuing to grow in a small high-single to low-double digit growth rate as evidenced by the spreads on the new deals but the net effect of rents deserves a little bit of an explanation. You have to be careful, the starting rent in the supplement is going to be of a function of type of deals made in the quarter. You may have some more back deals or some smaller shop deals which are going to vary. The key is to watch the spread between that starting rent and the net effective rent, and that's where we're focusing on. And what you seen in this quarter is where the cost associated with the individual deals came down dramatically. So I am more focused on that spread between starting rent and net effective rent. The starting rent is going to be very lumpy; you're going to see that fluctuate again just based on the carriage of deals over the quarter. All for all though you will see, base rents, starting base rents, continue to grow, as we live in this great environment of great demand and limited supply.

You next question comes from the line of Andrew Schaffer with Sandler O'Neill.

We have seen a lot of activity in office set with companies acquiring assets in the special services, I was wondering why there similar activity from the shopping center space and as we speak maturities lower roll '15, '16, '17, would you consider this as a potential acquisition pipeline?

Yes, we've been very active trying to look as broadly as possible for unique, attractively-priced acquisition opportunities from the stuff that is closest to home where you have seen execute on a number of acquisitions from joint venture partners where the partners were looking to exit to doing exactly what you're saying in terms of scouring the universe of secured assets, scouring the universe of assets that are in the special services or about to be had special servicing but we really haven't had any luck, and I think your point is reasonable that you could save even more broadly for the retail space in general, at finding the stressed assets with special servicers that did represent an opportunity for us. I think one very important reason for that versus other property types is win an asset in our sector, does become somewhat distressed and then capital constrained and goes into that period of servicing, which oftentimes can take several years to get through. By the time someone can get hold of that asset, it's not simply a quality office building in a good location, it's 50% leased that someone can lease up. You really have found a situation where the asset might have become more distressed over time than that, because of the level of active management that this property type requires because it's not just a commodity sort of property and so for us while we looked considerably across many channels including special servicers and CMBS, we are all broadly, we really haven't found anything that we thought represented an attractive opportunity going forward. You could certainly find opportunities where you were buying something in a discount to what the value would have been a few years ago. But for us, in many cases the advantage we have in underwriting is the incredible amount of tenant feedback we can get, and we really haven't found tangible opportunities where we can get control of something quickly enough in a special servicing situation to be able to take advantage of that opportunity going forward. We have, in a few cases, helped private owners refinance assets by putting in a piece of debt where we can get an attractive return and, hopefully, control of the assets, but we haven't brought anything out of servicing.

Your next question comes from the line of Yasmin with JPMorgan.

I know you're still working on 2014 guidance, but any reasons to believe that your base case for acquisitions and dispositions will be that far from this year?

Our base case for acquisitions and dispositions will be exactly what we outlined in Investor Day earlier last month. While we always want to be aggressive in the market, we always want to look at what advantages are available to us, both on the acquisition and disposition side and we've never, not exceeded both our disposition number and our acquisition number since we've been given written guidance in the manner in which we have. We will still not put ourselves in the position where we feel the need where we have to buy something, we're compelled to buy something to make a number, or that we're actually forced to sell things that we don't think is right to sell given the cycle that we're in, in the market. So the numbers that we have presented throughout really the year, and most recently articulated during the October presentation is where we will be when we release our guidance in January.

Your next question comes from the line of Todd Thomas with KeyBanc Capital Markets.

Just a question, bankruptcy and bad debt has been very low levels generally, and I was just curious, as you look at the retail environment, what your expectations are around the holiday season? Maybe around post-holiday season fallout this year, based on some conversations driving with retailers. I guess the last 2 years or so has been somewhat more muted, and I was just wondering if you could comment on what you're thinking about what me might expect to see this holiday season?

Well, we expect the bankruptcy will be, continue to be mute, and we think the bad debt will also continue to be relatively insignificant, not just because of the health of the retailers but because of the improvement of the quality of the portfolio. We have had such an impact in our capital recycling program and upgrading the portfolio that bad debt as a percent to our total just continues to come -- go down as the quality of your portfolio continues to go up. Plus most of our retailers today, if you look at where they sit, their balance sheets are as strong as we've seen in sort of the modern era. They are -- they know -- they've learned how to do business in the tough low GDP environment and their balance sheets are as strong as they've ever been. Keep in mind that when it comes to bankruptcy, there are very few tenants who will declare bankruptcy during the holiday season because that's if you made it to the holiday season, you want to get through the holiday season and do your sales. So, if anything happens at all, it will happen after the holiday season, but we're not projecting anything significant based on our conversations with the retailers, analysis of the credit quality of our cash flow and the quality of our portfolio.

Your next question comes from the line of Jonathan Pong of R. W. Baird. Jonathan Pong - Robert W. Baird & Co. Incorporated, Research Division: When going back to the acquisition environment, we heard a lot about how there is still a dearth of well priced core profitability available for the smaller grocery anchor community centers out there, you're trying to see some of your institutional competition that's typically been focused on those assets migrate towards more of the power center product, and if so do you see that creating any meaningful cap rate compression near term?

We've certainly seen over the past 6 to 12 months an increase in the number of institutions actively looking in at power centers. I still say there is disproportionate focus on other parts of retail, particularly Class A regional malls, as well as grocery-anchored community shopping centers, that they continue to be more in favor. But we have absolutely seen both pension funds, pension fund advisers and some in wealth groups more actively looking at power centers, so I think from a long-term opportunity to see compression in cap rates, that is a positive early sign but as we've seen in many cases, that community is generally slow to move, and so we're still seeing an opportunity selectively to acquire the highest-quality power centers around the exact investment pieces of finding larger scale centers in major markets where we can really grow NOI overtimes. We still see an opportunity out there but we certainly have seen some names participating in the sector that have not been around for many years, and so I think you are seeing some momentum to the exact theme that you referenced in terms of institutional capital looking more seriously at the sector.

Your next question comes from the line Omotayo Okusanya with Jefferies.

Yes, just along the lines of the last question asked. Why exactly do you feel like sovereign wealth guys and private equity continue to remain somewhat hesitant to really kind of go all in on the power centers? What's kind of really holding them back, is it the tenant risk, is it like what exactly are they so concerned about?

I think there are several things, and we've published the power center of investment theses book for the past year and a half or so to try to go through exactly some of that. And now, we've got a lot of those slides Incorporated into our other materials to highlight the true story about the power centers, I mean in the strength of the underlying tenants and the stability of the cash flows over time, but the institutional capital community consistently has been focused on trailing returns and trailing volatilities. So I think any change in their investment strategy is one that takes a considerable amount of time to see that actually occur and so that we're going to right now as you're showing quarter after quarter of extremely strong returns from power center tenants. You're removing some of the greatest risks in terms of certain headline tenants like a Best Buy 2 years ago where we were getting questioned constantly about the viability of that retailer that we consistently stood by during that period but it was one that I think stood out in investors minds as the concern for the sector that's now in a position where it is much better understood. And so I think these things just take a while to play out, but if you simply are looking at the retailers results, you're going to see not only the best sales results, the best earnings growth, the best inventory return, the best margins from the power center tenants. And so I think quarter-after-quarter, our underlying tenants show that the consumer is clearly voting and it shows up in the performance of the centers. When that translates into meaningful cap rate change in the private market, we can't tell you exactly but we certainly experienced changes in the past to be pretty glacial in terms of the private capital community.

Your next question comes from the line of Rich Moore with RBC Capital Markets.

You did the 2 big transactions that you have with Blackstone and I realize there were some unique circumstance in there. But how do you view today joint ventures? I mean, are they really more of an intermediary for you guys like the Blackstone stuff that's kind of been or is there a long-term complement I guess to the joint venture strategy?

Well Rich, as our history has been very checkered with joint venture. We had some very successful ones as of late but we had some stunningly unsuccessful ones in the past and we've learned from those mistakes. So as we look at where our joint ventures fit in, number 1, it has to be a very specific type of partner, it has to be a partner that is well capitalized, that is to truly aligned with the interest of our strategy, and one that brings something to the table that we don't have ourselves; namely, access to capital if we're are in the position where we need to access private capital. We would certainly undertake joint ventures where they bring us product that we wouldn't have available to us. The second, Blackstone joint ventures is a great example of that. We are very, very excited about that transaction, but that is not a transaction that we would've looked at, but for the fact that Blackstone brought it to us. So now we end up in again a joint venture with a first-class partner at the same time we end up with the first look at assets if and when it comes to time to get out of that venture, and you know that time will come. So it gives us an insider advantage if you will to manage and lease those assets for a number of years and it takes a lot of the risk as the due diligence process. So we'd like joint ventures if we need them. We like joint ventures if it's with the right person and the right entity. And we like joint ventures if they bring to us assets that we would otherwise not have an opportunity to acquire in the future. Where we don't like joint ventures is obviously where the partner fails our due diligence test, or where they're going to require us to cede the particular venture with prime assets. We had a lot of offers of folks that would like to joint venture with us on an institutional basis but they are requiring us to cede the venture with a series of assets from our wholly-owned prime portfolio, and that is not something that we're willing to do because we loose control of what we consider to be franchise assets. So we're not against joint ventures with the right person, but we're going to be highly, highly selective and we want to ensure that would the venture brings to the table is consistent with our strategic objectives and the types of assets that we want to own.

Your next question comes from the line of Ross Nussbaum with UBS.

Can you give me a sense of where you think the occupancy cost is for the portfolio today, and maybe how that compares back to prior peak levels?

Yes, we're just a little south of 9% now and at the trough we were down about 8%, and we think we can continue to grow this somewhere in that 10% to 12% range in our portfolio, but just south of 9% right now.

And where do you think market rents need to go before development really starts making more sense?

I think it is important to keep in mind that one of the reasons why development doesn't make sense is not necessarily because of the market rents. There are situations where market rents where they do make a lot of sense, but across-the-board, on a risk-adjusted basis, if you look at the entitlement risk in particular, that preventing development from going forward even more so than just base rents. So I think you can have a very constructive conversation with tenants today, and I think rents can get to the point where something on paper would look somewhat interesting, but at the same time, your entitlement risk, the fact that you have to land bank with an uncertain outcome et cetera, just doesn't make that project competitive for your other capital opportunities particularly redevelopment. So if you take an look at where we can allocate capital today, whether it's just to lease or through the expansion of our redevelopment pipeline, where you have much, much less risk and you have much higher returns, development is just not competitive on a risk-adjusted basis. If you look at it on a pure numbers basis, you can get to a number if you ignore risk. But if you take risk into account today, it's development is not really compelling and it's not just because of the base rents, though our tenants are willing to pay the right rents to get to a decent return, that doesn't mean that the landowners willing to give you a long-term option and not require you to buy the land, and the land is not entitled. And there's no guarantee that the state federal municipals, the municipalities, local municipalities will cooperate with you. So if you take look back what happened in '07, '06, '07, in particular that's where people got into trouble, as where we got into trouble with too much land on the balance sheet, was you had to take too much risk. And right now redevelopment is much, much more compelling and I think that's why are seeing most of the capital allocators putting their capital into redevelopment and not new ground up development. So it's not purely a rent issue. It's a holistic issue, and it's an alternative capital investment opportunity issue.

Your next question comes from the line of Luke McCarthy with Deutsche Bank.

Just if you could provide a little bit more color on the consolidation in the small spaces, I'm just trying to understand the dynamics a little better there. So, in the $500 million of redevelopment opportunities you've identified, how much of that $500 million is the consolidation opportunity? And with those opportunities, kind of, what is the genesis of them, is it more the tenancy of stronger relationships you're saying, hey guys we want more space or is it more a function of you guys pruning your small shop tenant watch list?

It's all over the place. Look, first of all in terms of the amount of the redevelopment spent that's devoted to consolidation, that's not a number we can put our fingers on. It's clearly a component of certain redevelopments. I mean, the redevelopments can include downsizing, consolidation of small shops, recapture of naked lease, whatever it is, but it's all part of a redevelopment process. I will tell you, on the small shops basis, specifically, which is where I think you're going with the question. It is usually the function of space. We know the demand, we know the demand because we're talking to the retailers who are seeking space everyday. And we're trying to figure out the best way to marry up that demand with space in our assets. And in some cases it's going to take some relocation of shops, some cases we're going to have some chronically vacant space. So there's no simple cookie cutter method of what we're doing with the consolidation but clearly we know as an example I gave in the prepared remarks in St. Louis, or in Richmond where we have some chronically vacant and some low credit quality smaller retailers and we've got a retailers such as that wants space that's where we're aggressively looking at the different ways we can consolidate the space.

Your next question comes from the line of Chris Lucas with Capital One Securities.

Just a quick question on the, as you guys described the current positive supply demand dynamic, I was wondering if besides the growth in base rent, are there other lease terms that you're seeing swinging towards the landlord's favor base whether there be annual bumps or tenant rights or other things along those lines?

Yes, Chris, it all goes with the demand for space and the lack of supply. But I'd will tell you the improvement in other than specifically rent-related issues over the past 5 years have been dramatic as we've seen improvement in core tenancy negotiations, in other requirements, exclusives, these are things that common sense as we hold more leverage in the negotiations where we're going to continue to clean up those clauses and we're making great progress. In terms of the bumps, also an economic issue, but again we're seeing improvement more frequent, specifically with the Junior Lancaster it'll be every 5 years but the percentage bump is going to be an negotiated item in every deal, and we're going to see improvement in that. And with the smaller shops we see more frequents, sometimes even annual bumps. So it's all working in our favor, and we're, the entire leasing team is driven to improve everything within those leases with every deal.

Your next question comes from the line of Christy McElroy with Citi.

I just wanted to follow-up on the Richard's JV question, in terms some of your existing JVs, with $6.8 billion of asset unconsolidated, and you've pointed out that you had roughly 50% of your non-prime assets in the JVs. Can you talk about what the timeline and resolution of some of the stuff look like in the coming years, as you continue to sort of pare down your exposure on non-prime?

Yes, the process of selling the non-prime assets within the joint ventures have at times taken in little bit longer, either because the joint ventures are almost exclusively capitalized with mortgage debt, so in some cases that's at that time line and in some cases it's just really cash flow requirements or desires of a partner where they are more interested in today's cash flow than what exactly might be the situation a few years out, and obviously we're working closely with our partners on all those. You had seen an acceleration in the sale of non-prime assets within the ventures, and you will see more of that. Like I said, some of it just relates to the maturity of certain debt tools that finally allows us to transact, and in other cases it's the partners timeline, but we're certainly very actively talking to those guys about our fundamental recommendations in terms of what assets are more likely to see challenges over time. And today, we do actively have assets been marketed for sale within every one of our major joint ventures as the partners have more recently been in agreements that there are good opportunities to sell some of those assets today rather than sit with some of the risks for future years. And so acknowledge exactly what you say is the progress on the unconsolidated site, has been slow. There are some good reasons for that but you're absolutely seeing more progress today and you should expect to continue to see that in 2014.

There are no remaining questions in the queue. I would now like to turn the call back over to the management for closing remarks.

Once again thank you for joining us for another earnings call of a very strong quarter for DDR and we look forward to continued momentum and talking to you next quarter. Have a good day.

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day.