Retail Opportunity Investments Corp (ROIC) 2021 Q3 法說會逐字稿

Welcome to Retail Opportunity Investments 2021 Third Quarter Conference Call. (Operator Instructions)

Please note that certain matters discussed in this call today constitute forward-looking statements within the meaning of federal securities laws. Although the company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the company can give no assurance that these expectations will be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements and expectations.

Information regarding such risks and factors is described in the company's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K. Participants are encouraged to refer to the company's filings with the SEC regarding such risks and factors as well as for more information regarding the company's financial and operational results. The company's filings can be found on its website.

Now I would like to introduce our moderator, Stuart Tanz, the company's Chief Executive Officer.

Thank you. Good morning, everyone. Here with me today is Michael Haines, our Chief Financial Officer; and Rich Schoebel, our Chief Operating Officer.

Building on the strong momentum that we generated during the second quarter as the West Coast fully reopened again, we continue to steadily advance our business as we progress through the third quarter. Capitalizing on the strong demand for space, we increased our portfolio lease rate to over 97% again, where it had been for 6 consecutive years prior to the pandemic.

Additionally, during the third quarter, we again achieved solid rent growth, extending our consecutive streak of 39 quarters in a row of achieving positive releasing rent spreads on both new and renewed leases. Worth highlighting is the fact that we successfully achieved rent growth every quarter during the pandemic, which speaks to the strength of our grocery-anchored portfolio and our diverse tenant base as well as the acumen of our team.

Along with continuing to achieve solid leasing results, we are also enhancing our portfolio through our investment program. We are again pursuing acquisition opportunities and are pleased to report that we have already lined up thus far 4 terrific grocery-anchored shopping center acquisitions, which together totaled about $123 million. Specifically, during the third quarter, we acquired an excellent grocery-anchored shopping center located in Silicon Valley. The property is ideally situated at the entrance to a highly desirable affluent master-planned residential community with an average household income of over $237,000. The shopping center is anchored by new seasoned supermarket, which is a strong regional operator akin to Whole Foods and is a perfect fit for the surrounding community.

Additionally, at the start of the fourth quarter, we acquired another well-established grocery-anchored shopping center located in Southern California, just north of San Diego. The center is anchored by Albertsons and CVS. Beyond these 2 acquisitions, we also have 2 additional grocery-anchored shopping centers currently under contract in separate transactions that together total about $62 million. Both properties are located in the Seattle market and both feature strong national supermarket operators. What's important to note is that all of these new acquisitions fit and complement our existing portfolio extremely well. All 4 shopping centers are in our core markets where we have a strong, well-established presence. Like our existing portfolio, these new acquisitions feature very strong supermarket operators, all of which are long-time tenants of ours and all have performed exceptionally well throughout the pandemic.

In terms of pricing, the overall blended yield on the $123 million of acquisitions is approximately 6% going in with the opportunity to increase that yield notably during the next 12 to 24 months. Safe to say, that we are excited about these new acquisitions as they will undoubtedly enhance our presence within our key core markets as well as provide compelling new growth opportunities going forward.

Lastly, turning to dispositions. We are pleased to report that during the third quarter, we completed our exit of the Sacramento market, selling our last 2 properties for approximately $44 million in total, generating a gain of about $13 million. Taking into account our second quarter disposition, we have sold $70 million of properties in total this year.

Now I'll turn the call over to Michael Haines, our CFO, to take you through the details. Mike?

Thanks, Stuart. For the 3 months ended September 30, 2021, the company had total revenues of $71.4 million as compared to $69.8 million in total revenues from a year ago. The increase is largely attributable to our rent collection rate returning to being in line with our historical pre-pandemic norms, resulting in lower bad debt, which was less than 1% of total revenues in the third quarter, again, in line with our historical run rate.

With respect to net income for the third quarter of 2021, GAAP net income attributable to common shareholders was $21.1 million equating to $0.17 per diluted share. And for the first 9 months of 2021, GAAP net income was $45 million or $0.38 per diluted share. Included in net income is the gain on sale from property dispositions.

As Stuart noted, with selling of the 2 remaining Sacramento properties, the company recorded a $12.9 million gain in the third quarter. For the first 9 months, we reported a total of $22.3 million in gains, which includes the property sale that we completed in the second quarter.

In terms of funds from operations, for the third quarter of 2021, FFO increased to $32.6 million, equating to $0.25 per diluted share, which brings our FFO for the first 9 months to $0.74 per diluted share. Same-center net operating income for the third quarter increased 4% on a cash basis as compared to a year ago. And for the first 9 months of 2021, same-center NOI increased by 2.2%.

With respect to capital raising initiatives, in addition to the $70 million raised through property dispositions, thus far in 2021, we have raised just over $46 million of equity through our ATM program, which includes $11.2 million that we raised at the beginning of the third quarter. Between the ATM issuance and the property sales, we raised approximately $116 million of equity proceeds in total year-to-date. We are utilizing the majority of these proceeds together with cash flow from operations to fund our shopping center acquisitions.

Turning to our balance sheet. We continue to have nothing outstanding on our $600 million unsecured credit facility. Looking ahead, we expect our credit line balance will remain minimal, if not 0, for the remainder of 2021. With our current line at 0, the company's outstanding debt today is entirely fixed rate. And in terms of debt maturities, nothing is maturing this year. And in 2022, we only have 2 small mortgages maturing, totaling about $23 million. Our goal is to pay these mortgages off with cash flow from operations and possibly some additional equity issuance proceeds depending upon market conditions.

With respect to our financial ratios, interest coverage for the third quarter was a solid 3.3x. Additionally, the company's net debt-to-EBITDA ratio was 6.6x for the third quarter.

In terms of FFO guidance, we continue to expect FFO for the full year 2021 to be between $0.98 and $1.02 per diluted share. The key factors that will drive where we finish the year in that range are the timing of closing the pending acquisitions as well as the timing of new lease commencements, possibly offset by raising additional equity through our ATM, again, depending upon market conditions. Our goal is to be well positioned in terms of our balance sheet as we look towards 2022.

Now I'll turn the call over to Rich Schoebel, our COO. Rich?

Thanks, Mike. Starting with our portfolio lease rate. As Stuart highlighted, during the third quarter, we increased our portfolio lease rate to over 97% again. Specifically, our portfolio lease rate increased to 97.4% as of September 30. Breaking our lease rate down between anchor and nonanchor space, our anchor space continues to hold firm at 100% leased where it has been throughout the pandemic. In fact, our anchor space has been 100% leased for 19 consecutive quarters now, approaching 5 years in a row. And in terms of nonanchor space, our lease rate increased to 94.3% during the third quarter which is approaching a record high that we achieved in the fourth quarter of 2019 just before the pandemic began. Driving our lease rate higher is the demand for space, which continues to be impressively strong across our portfolio in core markets. And this demand is coming from a wide range of necessity-based service and destination tenants, especially those seeking in-line space.

We are also seeing a growing number of anchor tenants now pursuing new, more cost-effective smaller prototype formats tailored to focus on their most popular offerings and their omnichannel initiatives. From our perspective, we continue to capitalize on the demand to enhance our tenant base at every opportunity, including recapturing in-line space early, proactively replacing shop tenants that have struggled coming out of the pandemic with much stronger new tenants.

Additionally, our strong performance throughout the pandemic, where we worked hand-in-hand helping existing tenants adapt and thrive, is now serving to draw new tenants to our shopping centers away from competing properties that did not have the management acumen nor the wherewithal to work with tenants during the pandemic.

In fact, during the third quarter, we signed several new tenants that were forthcoming and telling us that they were coming to our centers specifically because of our performance over the past year and their interest in building a long-term relationship with ROIC.

In terms of our specific leasing activity during the third quarter, we had another strong active quarter, leasing 375,000 square feet of space in total, including signing 49 new tenants, all of which being in-line space. And we renewed 72 tenants, 69 of which were in-line space renewals and 3 that were anchor renewals, 2 of those anchors being longtime supermarket tenants and 1 being a longtime pharmacy tenant.

With respect to re-leasing spreads, same-space comparative rents on new leases increased by 10.9% and renewal rents increased by 5.2% during the third quarter. These spreads are on a cash basis, so they don't capture future contractual rent steps during the lease term. As we've commented before, during the past year, a number of tenants have requested keeping their initial rent at the same level as the expiring rent and then having greater rent steps in the future years. In addition to getting higher rent steps in the future, our tenant improvement commitment is notably lower.

Looking ahead at the remainder of 2021, we have no anchor leases scheduled to expire, and we only have 154,000 square feet of in-line space expiring between now and year-end. While that would suggest a fairly quiet fourth quarter in terms of leasing, we continue to work very hard to capitalize on the demand for space across our portfolio, creatively recapturing and relocating existing tenants. Accordingly, we expect to have another active and successful quarter in terms of leasing.

Additionally, we are also highly focused on getting new tenants open as quickly and efficiently as possible. As you may recall, the economic spread between leased and build space. At the beginning of the third quarter, the spread stood at 4.5%, representing $10.4 million in additional incremental annual rent on a cash basis. We're pleased to report that during the third quarter, tenants representing $1.9 million opened their stores and started paying rent. As it stands now, we are on track to get open more than double the amount of incremental rent that we achieved last year.

Taking the $1.9 million into account, together with our leasing activity during the third quarter, which totaled $1.5 million in new incremental rent, as of September 30, approximately $10 million of incremental cash base rent had not yet commenced. As it's shaping up so far, we currently expect to have a strong fourth quarter in terms of getting new tenants open and operating.

Now I'll turn the call back over to Stuart.

Thanks, Rich. Just to underscore Rich's comments regarding leasing, our biggest priority coming out of the pandemic is bringing the right best new tenants to our centers, tenants that will complement our existing tenancies and will serve to grow customer frequency as well as enhance the appeal and long-term value of our properties.

As Rich indicated, demand for space continues to be strong across our portfolio. There are a number of important fundamental factors that are driving the ongoing demand for space across our portfolio, 3 of which I would like to highlight. First is the location of our shopping centers. Our properties are well situated in the heart of densely populated communities. Communities that are sought after given their demographic profile by a growing and diverse number of necessity-based service and destination tenants.

The second driver of the demand for space at our centers is the fact that our properties are anchored by strong, well-established supermarkets that have a long history of drawing very consistent, reliable daily traffic to our shopping centers, daily traffic that benefits all of our tenants.

The third driver that is often overlooked is that our shopping centers are located in sought-after mature markets that are among the most highly protected markets in the country with significant barriers to entry which, in turn, has greatly limited new supply in our core West Coast markets over the years.

Looking ahead, given that civic leaders and city planners are very focused today in addressing the growing housing shortage on the West Coast, prioritizing new housing development, we expect that our shopping centers will continue to be highly protected going forward.

Lastly, in terms of acquisitions beyond the properties that we currently have under contract, we are continuing to work hard at sourcing additional acquisitions, focusing primarily on off-market relationship-driven opportunities to acquire irreplaceable properties. While these types of opportunities can be a bit unpredictable in terms of deal flow and timing, we are optimistic based on our ongoing discussions and the current level of interest of potentially having an active robust year in 2022 of growing our portfolio again.

In summary, with all of this in mind, from potential acquisition opportunities, to the strong demand for space in the underlying fundamental drivers, we continue to be excited about ROIC's future prospects, and we are confident in our ability to continue building long-term value.

Now we will open up the call for your questions. Operator?

(Operator Instructions) Your first question comes from the line of Katy McConnell from Citi.

So first, for the $10 million leasing pipeline, at what point would you expect that pool to be fully online? And do you anticipate any meaningful rent commencement delays resulting from supply chain disruptions or labor shortages in your market?

It's always hard to predict. We currently expect that by year-end, tenants representing around $2 million or maybe as much as $3 million of the $10 million spread will open our doors and commence paying rent. But I think as you touch on, there could be some impacts from the supply chain. But so far, we haven't seen a meaningful impact, but it could going forward, temporarily delay some tenants from getting open and as they will -- wait to get their fixtures and others inventory. Just hard to predict.

Okay. Got it. And then could you discuss the pricing of the acquisitions that you've secured to date? And how much of a spread are you seeing generally between marketed and off-market deals that you're looking at today?

Well, deals that are widely marketed in very good locations are trading right now in the 5, I would say, sub-5 cap rate range on the West Coast. For us, it's a matter of these relationships that we have and the ability to execute with sellers that know us well. And we have the ability to execute pretty quickly or probably quicker than most sellers. And because of our depth of experience and operating for close to 30 years, we have a pretty good understanding of the issues that other potential buyers do not or have trouble getting their hands around.

Your next question comes from the line of Wes Golladay from Baird.

I want to go back to that comment about a robust 2022. Could you maybe put that in context to what ROIC was doing between 2011, 2017? Is the pipeline somewhat comparable to that? Or maybe in between what you've been doing in the last few years?

Well, of course, during the pandemic, we really didn't do much. But going back before the pandemic in the earlier years and mid years of the company, we were acquiring close to $200 million to $300 million a year in assets. The pipeline for '22 is looking as robust as it was back then right now.

Fantastic. And then I guess you did mention on the call planned recaptures. Is that going to be meaningful? Or is it will be just mainly shops? Or will there be any anchors in that?

I think, again, another one that's hard to predict. It's obviously driven by our ability to recapture. But there will probably be a mix of combining some shop space to accommodate larger format tenants along with potentially rightsizing some anchors as well, which we've done throughout the years.

Okay. And was there any meaningful changes to any of the drivers of the guidance? I think you reaffirmed it for the FFO a share. You mentioned maybe some ATM issuance may drive your acquisitions. But I guess looking at the core same-store NOI and bad debt, is that all tracking what you expected?

Yes, I would say, excuse me, Wes, I would say. We just reaffirmed it basically the biggest wildcard for the rest of the year is getting the tenants open. As Rich mentioned, we currently expect to have a strong quarter getting those tenants in the fourth quarter. Assuming that happens, we could be towards the higher end, but that could potentially be offset if we were to raise a little bit more equity during the quarter and the timing of that, and the amount of that equity when we raise it.

Your next question comes from the line of RJ Milligan from Raymond James.

I guess my first question is for Rich. The $10 million gap between economic and leased occupancy, can you talk about the cadence of that $10 million coming online? When do you expect that to being fully in the numbers?

So again, I think we're hopeful during the fourth quarter, we could get as much as $3 million to upwards of $3 million commenced. Obviously, we'll be also adding to that number during the quarter. And so we would expect that of the existing $10 million, the majority of that will be done by the second quarter or online by the second quarter of 2022, but again, we'll be adding to that number throughout that period of time.

Okay. And you guys in your prepared remarks mentioned the backfilling, some of the COVID fallout with stronger tenants. I'm just curious which types of tenants are still on the watch list? And given sort of the recovery that we've seen post-COVID, do you expect fallout to be long or less than your long-term average over the next year or 2, given the fact that you have been successful in backfilling the vacancy that you've had?

Yes. I mean I think the one -- the tenants that have really struggled through COVID included the dry cleaners, some of the more boutique type of fitness tenants and some of the personal services, nail salons, threading and things like that. Most of those tenants are back open and operating and doing quite well at this point. But there probably will still be some fallout of tenants that got over extended during the pandemic.

Okay. And then one last question, which is more a bigger picture for Stuart. Stuart, you and a lot of your peers seem to be ramping up acquisitions. We've obviously seen 2 big mergers in the sector. Do you think we're at the start of an acquisition cycle? Or do you think this is just a smaller window where buyers see upside and NOIs due to COVID disruption. And I guess maybe you could put that also in the context of record low cap rates for the sector and where there is opportunity to increase those growing in yields?

Well, obviously, the global picture will drive a lot of this, whether it's interest rates or anything that could happen in terms of coming out of the pandemic, if something were to happen. But when you look on the ground today, the pipeline of deals is extremely strong. There seems to be a lull there during the pandemic where sellers pulled back. And now that things -- now that money is available, both from a financing and a capital perspective, it certainly has accelerated in the minds of a number of owners to bring their properties to market. I think that's going to continue for a while. And I think that from the sector's perspective, I think it will certainly play well into REITs growing their portfolio during the next certainly 6 months to a year, depending on what happens, of course, with interest rates and other things that we cannot control.

Your next question comes from the line of Juan Sanabria from BMO Capital Markets.

Just hoping you could -- going back to, I think it was Wes' question on guidance. For same-store NOI, any color on where you expect to be, given the year-to-date, I think, is 2.2% relative to the previously communicated range of 2.4% and what the drivers are? Is it just the lease commencement between the high and low end of whatever the range is today?

Well, I guess, Juan, I would say, each quarter bounce around a little bit, it largely depends on the timing of getting new tenants opened in the fourth quarter. As it stands now, we think same-center NOI for the year should still be in the 3% range.

Okay. And then on the rent bumps that you talked about negotiating with tenants to have a similar new rate when they -- on the new lease but getting bigger bumps. Can you just describe or quantify how much rent bumps have moved and what the split is between kind of fixed and floating and what are callers that may be in place given inflation is a bit higher than we all anticipated a year ago?

Sure. I mean, I think in terms of renewals, some of those flat rents are per the terms of the lease, that particularly you would see with an anchor tenant. But in terms of the shop tenants, they just don't want to see a big spike in the rent right away upfront. So keeping that rent flat helps them come out of the pandemic. And then we're getting higher rent steps on the back end. But on average, for shop lease, you're going to see a 3 -- maybe a 3.5% annual increase for that extended term.

Your next question comes from the line of Craig Schmidt from Bank of America.

I'm wondering if the funding of new acquisitions in '22 will include additional asset sales?

The answer is we are currently finishing up the budgeting process right now. It will be done shortly, and then we will begin analyzing '22 in terms of asset sales. The answer to your question is probably yes, depending on, obviously, market conditions. But yes, we will continue to look at churning some of our capital in as it relates to growing our portfolio in '22.

Great. And are you able to give a sense of what the disposition cap rates was for the $70 million you sold year-to-date?

Yes, the blended cap rate, Craig, was about 7% in Sacramento.

Great. And then you're pretty much approaching your high occupancy. Do you still think you can take it higher by the end of the year? Or given the 97.9% previous peak, your 97.4% may not move?

Well, look, I think if the demand continues to stay at the current levels that we've seen, I do think we're going to get back to the pre-pandemic occupancy levels a lot quicker than most. Whether that's the fourth quarter or the first quarter of next year, I do think that we will get to that number pretty quickly. And we may go beyond it at this point, given how strong the demand is from -- that we're seeing out there in terms of filling primarily our in-line space. So I'm excited looking ahead in terms of where things are going. Again, the demand has been extremely strong. To think that we could pick up 50 basis points in just 1 quarter alone is quite an achievement not only for our team but also showing you how strong the market is at West.

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

I wanted to follow-up on your comments around the acquisition pipeline moving forward. It sounds like you're seeing potential to deploy capital in that $200 million to $300 million range, similar to where the company was during much of the last decade. Is the appetite for investments there, would you look to do that sort of volume if there was an opportunity? And we continue to hear about cap rate compression and more competition for retail properties. Do you think that you can still achieve 6% going in yield as you move forward?

Well, it's obviously a tough answer -- a tough question to answer given that you're asking me to look forward. But in terms of what we see in our pipeline right now, I think we can certainly be buying around that number, maybe probably a bit less given the cap rate compression. But more importantly, what we're buying has juice. That's what's really important. The ABR on these assets are low. It gives us the ability to do what we've done in the past in terms of getting very strong increases going forward. And more importantly, delivering that yield, that 100 to 150 basis point spread after buying these assets given the acumen from our management skills in leasing.

So I'm very positive looking at where we sit right now as we move into '22. And I do think that given our cost of capital today, that we'll be able to achieve those results given -- hopefully, given market conditions stay the way they are.

Okay. That's helpful. And maybe, Rich, in terms of the ABR for the portfolio today, the ABR for some of the acquisitions, we've seen retail sales on a national basis sort of pick up and reset at a higher level. Is there any way to sort of characterize the portfolios health ratio or occupancy cost ratio today relative to where it was maybe pre-pandemic just given some of the increases in sales that we've seen across the board?

Yes. Well, I think as you're touching on, we are seeing across the board for the tenants that report sales, strong growth in those sales numbers. We don't, in our business, get sales from all the tenants. So some of those are a bit hard to nail down exactly what the increase is, but from anecdotal conversations with the tenant base, many of them have had very strong sales. And obviously, that's improving their occupancy costs.

Okay. I know historically, you don't collect a lot of percentage rent or overage rent. Do you anticipate seeing an increase in that in the near term?

Yes. I mean I think, again, depending on the use, there have been some very strong sales. Some have pushed tenants into percentage rent and whether that's offset by other tenants that have decreased in their sales, what that net is going to be, we really won't know until probably the first quarter because some of these sales are done on an annual basis calendar year. But I would expect that it will be a bit stronger than last year.

Okay. And then just back to the acquisitions real quick. How should we think about funding acquisitions if you do get back to sort of the level that you're talking about, sort of in the $200 million range or maybe more. You've been active on the ATM. You continue to be efficient through the ATM at the current level or pace. Would you anticipate needing to raise capital through maybe an offering if you return to that $200 million to $300 million level or more? And are you comfortable with that, where the stock is trading today?

Mike?

On the acquisition front funding, yes, we would likely utilize our credit line at least initially, and we'll also look to raise equity instead of closing those transactions. Obviously, the goal -- one of the goals being to keep our current financial ratios intact. As far as the market conditions, it's very kind of subjective to us about where the stock price is, but we'll see how it plays out over the next 3 to 6 months.

Yes. I mean it's a combination of free cash flow, which is very strong right now, given our payout ratio. It's a combination of hitting the market when we think it's the right time to hit. And it's a combination of turning our capital in terms of asset sales. It's those 3 that will help fund this pipeline going forward, Todd.

Okay. Got it. What's free cash flow? What was free cash flow in the third quarter, roughly?

It's probably about $12.5 million. It's about $40 million or so for the year. .

It's a big number.

Because of the reset of the dividend, yes.

Your next question comes from the line of Mike Mueller from JPMorgan.

Just a quick follow-up to Craig's question. What's the highest, if you look at this portfolio or maybe even back to Pan, what's the highest physical occupancy level that you've generally run at?

If you go all the way back to the Pan Pacific days, the management team today, which is the same management team at Pan Pacific, we ran as high as I believe it was in the low 98 percentage range. That's where we were during the Pan Pacific days, which is basically 100% occupied because you're always going to have a tenant that is going to either through a divorce or partnership breakup or other things not extend the term of their lease or not renew. So you always have some fractional vacancy.

At that level, you're basically pretty well leased. And that helps us drive rents at that point. I mean that's the secret of getting these high rents that we've reported year-after-year, both at PNP and at ROIC. It's that occupancy. And we certainly see us heading in that same direction right now.

Okay. And at 98% leased, that would translate into about what on the physical side, on the build side?

It's hard again, it's hard to predict because we don't know when that's going to come online, but it's probably a 2% to 3% spread in terms of build versus lease at that point, I would guess. I think our gap right now -- [at little unusual] point right now.

That's because of the pandemic. But the other thing, again, Todd, and I think you know this, not Todd, but Mike, I think you know that well is that the company leases double what rolls over in the portfolio year-after-year. So that's been sort of active, very active versus being proactive, and I think that continues to look like it's where we're heading right now in terms of the velocity of our tenant base and achieving strong re-leasing spreads.

Your next question comes from the line of Katy McConnell from Citi.

It's Michael Bilerman here. And so I just had a couple of questions. As you outlined sort of the capital sources, free cash flow, ATM, asset sales. How are you thinking about monetizing any of the entitlements on one side to generate capital and advance those projects, but also thinking about raising institutional capital, either in a JV or fund format or in other ways in terms of another sort of tool in the toolkit to be able to fund these great acquisitions that you're being able to source given your long-term presence in the market?

So in terms of entitlements or in terms of our densification, that is going well, and we are looking at potentially selling off 2 of the 3 projects right now, and those should be fully entitled. Bellevue is already entitled and into construction drawings for permitting. But Pinole and Nevada is very close to being entitled. And the goal there is probably to sell those assets. That could generate another $30 million to $40 million of proceeds. In terms of JVs, I mean, as you probably know, and I think you've known us now for almost 3 decades ...

Yes, in a pool story, and I get all that. I know going through the pandemic, you looked at other things, and I would assume other people are calling you that want to get into the market and whether you want to take that capital or not at the risk of complicating the story and things like that. I know you've been open to it. I just didn't know what your current mindset was and whether the institutional investors are more aggressively calling you to deploy their capital.

Yes. Look, they are aggressively calling us, and we are looking at, as we always do. We have an open mind for everything. But it's got to be a the perfect deal, as you would say, for us to even consider that. But certainly at the present time, we're not considering going off balance sheet. It's just from experience, we've always learned decade after decade, market after market, as markets go turn back and forth that having a clean structure is what investors really want. They want a straightforward, transparent structure that in the end really delivers what I would call very transparent results.

Okay. And then Bellevue is supposed to, I think, originally start in the first quarter. I assume that's not the case right now. Is there sort of an updated timing as we think about the growth potential in these projects?

Yes. I mean, look, the project's going well just in terms of trying to get to the finish line and getting a permit. However, there is so much activity in Bellevue, in the city of Bellevue right now, that the city just can't handle the amount of permitting, whether it's Amazon or others. So we anticipate now this project really starting in the third or fourth quarter of next year. And it's just because there's so much demand out there. I mean every time we get on the phone with our construction people and our project manager, although we are moving through the process, we just keep hearing that the city just keeps getting backlogged and more backlogged and more backlogged. So right now, it does look like it's going to be the third or fourth quarter of next year before that project could break ground.

Okay. Great. And then just last one that we had was just sort of reconciling a little bit on the guidance into 4Q and thinking about the run rate and variables for '22.

I know right now, you've maintained guidance, which would imply a $0.24 to $0.28 range for the fourth quarter. $0.04 is a pretty wide range, especially given the fact you did $0.25 in the third quarter, which would seem the base. I recognize you have the asset sale that happened late in the quarter. I recognize the acquisitions could be later. It just seems like even if the acquisitions are later, even if they happen in the beginning of the quarter, it's probably only $0.01, if that, just given the yield and 1 quarter contribution we're already in November. So just help us sort of push like what gets you to $0.28 and what in the world would ever get you to $0.24? It just seems like your guidance really should be more $0.25 to $0.26 rather than this wider range?

Well, I think as Rich touched on, I mean, a lot of this is getting these tenants open and paying rents. And we are -- that is moving along at a pretty good pace. But there's so much uncertainty out there in terms of either supply or the fact that retailers are still having a hard time getting good employees that, that -- it's just been somewhat conservative, but really erring on the side of being conservative, that you still have a pandemic out there. And although we're getting out of this pandemic, you just don't know what can happen. And we -- as a management team, we just tend to be more conservative.

No, I get that. I just didn't know if there was something. I mean you're talking about every penny is [$1.3 billion]. I didn't know if there was something that takes you to the high end, which $0.28 seems like a pretty big ramp from $0.25. And by the same token, Stuart, like I don't see why you should step back in FFO heading to the fourth quarter. And I understand all the conservatism but that's your range, right?

And so I'm just trying to understand if there's variables that we don't know about that would drive it one way or the other because as we think about 2022, really understanding what the 4Q is in the run rate, your consensus numbers currently are at like a $1.07, $1.08, $0.26, $0.27 a quarter. So where you're coming out of and what the drivers are for next year are very important. So that's why I was trying to get a little bit more sort of meat on the bones to understand that.

Well, the only thing that's out there, Mike, that could move the needle a bit is we are litigating with a couple of very large tenants due to them shutting down, not -- it actually didn't shut down during the pandemic. They just didn't pay rent. And we've reserved most of that. And so if that gets resolved during the fourth quarter, that could move the needle. But outside of that there's nothing else.

That's onetime in nature. I'm really thinking about ...

That's correct. That is correct.

Is that embedded in the $0.24 to $0.28 or that's in addition to the (inaudible)?

No, it is not. That could move the needle. But again, we're erring on the side of being conservative. And Rich, I don't know if there's anything else from a -- just from a tenant perspective that you see?

No. I think you did it.

I'm just wondering like what takes you up to $0.28. Like if you're doing $0.25 in the third quarter, moving up $0.03 is a big thing. And if you're at $0.28 in the fourth quarter, then the numbers are too low for next year. So that's -- it's just an awfully wide range. I can understand the conservatism at $0.24, $0.25. I'm just trying to understand how you get to $0.27, $0.28?

Well, I mean, again, it could be just the fact that we get a lot more tenants open and paying rent. That's really what could drive that number. And again, we're erring a bit on the conservative side. But that's really what, in my view, could drive that number up.

And so if doesn't happen in the fourth quarter, it should happen in the first quarter. So as we think about 1Q, you should be getting up to that higher end level, pending any aggressive dispositions or aggressive equity raise? Right?

That is correct. That's correct.

So then that has an upward bias as we think about next year and rolling in that if you only do $0.25, $0.26 in the fourth quarter, you get those tenants open later, you're rolling in at $0.27, $0.28 as we start the year.

Yes.

Your next question comes from the line of Linda Tsai from Jefferies.

In terms of the dividend, is the view that you'd continue to maintain the current rate in order to allocate that cash towards acquisitions and delevering?

In terms of the dividend, we intend to continue conserving as much cash flow as possible. That's really our top priority in terms of the dividend. And with that in mind, we intend to continue to maintain a dividend that's in line with the minimum amount required for REITs.

Got it. And then just in terms of your longer-term growth expectations, you've discussed getting 2.5% to 3.5% on a blended basis from contractual rent increases across the portfolio? How much do you think external growth contributes in '22 or '23?

Well, again, hard to predict in terms of how much we're going to acquire at this point. But if we certainly meet some of the goals that we think we can set for the year, I think that will have a positive benefit in terms of earnings growth. It just depends on how much we acquire and how fast we acquire it in terms of that earnings growth. But we're looking -- things are looking pretty positive sitting here today as we look into next year.

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

Just a couple of follow-ups, Stuart. Just maybe if I could, for Mike. On your balance sheet, can you remind us what your guide rails are as it relates to leverage from a net debt-to-EBITDA basis, you're sort of in the, I think, in the mid-6s roughly right now?

You really get down to 6.6. Obviously, mid-6 or mid-to-low 6 is really kind of the goal.

Okay. And then on the -- kind of going back to some of the other questions as it relates to just sort of the cadence of rent commencing. So Rich, you mentioned $2 million to $3 million in the fourth quarter. We're 1 month in. I'm assuming that there's a point in December, which nothing really gets delivered. So we've kind of got maybe 4, 5 weeks that we're really looking at that is the variance here. Is there a single tenant? Or is it just a variety of a number of tenants that is sort of the delta here in terms of opening?

It's a variety of tenants. I mean, there are some larger tenants in there as well and that are working through permitting processes, which are a bit more drawn out given how busy the cities are, as Stuart touched on. So, go ahead.

I was just going to say, is permitting the biggest wildcard for you. It's not immaterial. It's not getting the work done. It's getting the final permits out.

Yes. I would say that's probably the biggest driver is the permitting process. I mean we do have a couple of tenants that have experienced some delays in getting whether their fixtures or FF&E in and installed and we have a couple of tenants that are fully built out but have had some challenges finding employees. But in some of those cases, the rent is going to commence regardless of their ability to find an employee.

Okay. And then sort of the total signed but not opened bucket, the $10 million. Is there any anchor leases in that bucket? Or is it all shop space?

There is an anchor lease in that bucket. Yes, that we're working through the permitting process right now.

And you still expect to have everything, all of that $10 million essentially in place and paying by the middle of next year?

Yes.

Okay. The last question I had just had to deal with the mix of sort of tenants that are in your portfolio as it relates to national versus regional versus the local. Has that mix shifted at all in any meaningful way from one bucket to the other pre-COVID to now?

I don't think so. I mean I think again, it always depends on the space that you have available that would fit a particular user's needs. I think that there may be a fewer of the local tenants out there today, but there are still local tenants out there. And we are seeing very strong demand from the regional operators as well as the nationals.

Okay. And then my last question for you relates to just the sort of -- so second quarter, you had sort of reversals to bad debt that was a positive for GAAP income. And then this quarter, the number was negative again. Was there any positive reversals so the net number was negative? Or can you give me a little more detail as to what was in that negative $548,000?

Sure. Yes. the $548,000 you're referring to, yes, during the third quarter, as we always do a careful tenant-by-tenant analysis, we reversed $932,000 of previous bad debt reserves, but then that was offset by approximately $1.5 million of new bad debt booked in the third quarter, and that's what resulted in $548,000. That equates to -- the $548,000 is less than 1% of our total revenue, which is kind of our in-line historical norm.

Your next question comes from the line of Tammi Fique from Wells Fargo.

Just wondering, it looks like the year-to-date leases signed have a shorter term versus what you were signing in 2019. I guess, I'm just wondering, if there are specific reasons that either ROIC or the tenants are looking to sign shorter-term leases today or if it's just kind of the mix?

It always is a mix. There have been a few tenants that have wanted shorter term, which, to be honest, I think, works to our advantage. But because in 3 years' time, if someone was to sign a 3-year lease, I think we're going to be in more of a landlord market at that point. But again, it really depends. I mean some tenants are coming to us and looking to lock in 10 years of term. We've had several tenants this quarter who are exercising a 5-year option but asking for more committed term right now. I think we see it a lot with the restaurant tenants. I think they want to secure those locations for the long term. So we don't like to hand out options. We'd rather get committed term. So it is a bit of a mixed bag.

Okay. And then, Rich, maybe just one more question for you. You spoke about some potential additional pandemic-related fallout from some of the smaller shop tenants that are over extended. I guess I'm just wondering if that fallout is still greater today than you've seen historically? Or if you feel like the environment for move-outs is fairly normal at this point?

I think it's really fairly normal. There's always a churn as Stuart touched on. And I don't think -- we're not seeing a lot of distress in the tenant base right now. It's a handful of tenants that struggle through the pandemic.

Okay. Great. And then maybe just one last one for Stuart. The couple of acquisitions you closed on in the third quarter. They have pretty high occupancy in place. I guess I'm just wondering if you could talk about the specifics of the 2 assets that you acquired that can drive sort of that upside 100, 150 basis points that you referenced? And then maybe give us a sense for how long it will take to capture that upside?

Well, the upside is really coming through the efficiency of management in terms of on the margin, it's coming through leasing up to our historical norms, which is a 100%. And we are -- have made some really nice strides since closing the transactions to hit those goals. And it's really to reposition a couple of some tenants that are coming up for renewal that we know won't renew. It's a combination of all of those and that's progressing very well.

And I'm sitting here today, and I'm probably going to tell you that the yields are going to move pretty quickly in terms of heading -- getting towards the thresholds that we like to move these yields to after buying these assets. So very, very high-quality assets with very good tenants, and we're excited about these acquisitions. A couple of these deals happened before that we came out of the pandemic in terms of the relationships and getting them tied up. And we have the advantage of obviously striking because of buying at the right price to really, really drive some nice value for shareholders in a very short period of time.

I am showing no further questions at this time. I would now like to turn the conference back to Mr. Stuart Tanz.

In closing, I'd like to thank all of you for joining us today. As always, we appreciate your interest in ROIC. If you have any additional questions, please contact Mike, Rich or me directly. Also, you can find additional information in the company's quarterly supplemental package, which is posted on our website as well as our 10-Q. .

Lastly, for those of you that are planning to participate in NAREIT's Virtual Conference in a few weeks from now, we look forward to connecting with you then. Thanks again, and have a great day.

This concludes today's conference call. Thank you all for your participation. You may now disconnect.