Retail Opportunity Investments Corp (ROIC) 2012 Q4 法說會逐字稿

Welcome to Retail Opportunity Investments fourth quarter and year end 2012 conference call. Participants are currently in a listen only mode. Following the Company's prepared comments, the call will be opened for questions.

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.

Factors that could cause actual results to differ materially from current expectations include, but are not limited to, changes in economic conditions and the demand for retail space in the markets where the Company operates, the financial success of its tenants, the availability of properties for acquisition, the Company 's ability to successfully integrate newly acquired properties and other risks which are more fully described in the Company's filings with the Securities and Exchange Commission. Additionally, participants are encouraged to refer to the Company's filings with the SEC for more information regarding the Company's financial and operational results. The Company's filings can be found on its Web site.

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

Thank you.

Here with me today is Michael Haines, our new Chief Financial Officer, who joined the Company in the fourth quarter; and Rich Schoebel, our Chief Operating Officer. We are pleased to report that the Company had another very active and successful year in 2012, advancing our Business across a number of key fronts and firmly establishing ROIC as one of the premier shopping center REITs on the West Coast.

Starting with acquisitions, 2012 proved to be a very strong and productive year for the Company. We continue to seamlessly execute our highly disciplined investment strategy of capitalizing on our market knowledge and strong financial position to acquire exceptional gross reanchored shopping centers across our core West Coast markets. Specifically during 2012, we acquired 14 shopping centers totalling $276 million, surpassing our original goal of $250 million established at the beginning of the year. Importantly, these acquisitions were all off market, direct to owner transactions, accessed through long-standing relationships.

With these 14 additional properties, our portfolio grew by 30% during 2012, enhancing our market position across each of our core West Coast markets, specifically adding 7 exceptional shopping centers to our Southern California portfolio, 4 Northern California and adding 3 shopping centers to our Pacific Northwest portfolio. These 14 newly acquired shopping centers offer an excellent balance of recurring cash flow derived from well-established anchor retailers, along with numerous value-added growth opportunities which we are aggressively pursuing.

Our most significant transaction of 2012 occurred in the fourth quarter. In December, we secured an off market portfolio that includes seven exceptional shopping centers, all located in Southern California, totalling over $200 million. The portfolio was not on the open market. We accessed the opportunity through a long-standing relationship. To date, we've closed on four of the seven shopping centers totaling $114 million, including three that we closed during the fourth quarter and one we just closed recently.

The properties are well located in major intersections in densely populated communities in the heart of Los Angeles and Orange County markets. And they are an excellent strategic fit with our existing Southern California portfolio. While the properties are currently well leased overall, they been previously owned by an individual who managed the portfolio by himself. We believe this represents an excellent opportunity for our proactive, hands-on team to aggressively work the properties and tenant mix to quickly enhance value.

In addition to posting a highly successful year in terms of acquisitions, we also continue to capitalize on strong demand for space across our portfolio, delivering another very strong year on the leasing front. As Rich will discuss, we leased over 700,000 square feet of space during the year, posting solid same space rent growth and we increased our overall portfolio occupancy to a new two-year high for the Company. And, as a result of our strong leasing activity, together with capitalizing on economies of scale and maximizing property operations, we achieved a strong 7.4% cash increase in same property net operating income for the year.

As we grew our portfolio and enhanced our presence on the West Coast over the past year, we continue to deepen our team and broaden our operating platform. During the year, we added two regional property management leasing offices and as we previously discussed, we moved our corporate headquarters from San Diego to San Diego -- from New York to San Diego. Following our strategy from our Pan Pacific days, our corporate office and all of our regional offices are located in the Company's shopping centers.

With the relocation of our corporate offices to the West Coast, the Company brought on Michael Haines as our new Chief Financial Officer and Laurie Sneve as our new Chief Accounting Officer. Both Michael and Laurie worked together with Rich and I for over a decade at Pan Pacific. They were an integral part of Pan Pacific's extraordinary growth and transformation from a small private company to the largest publicly traded shopping center REIT on the West Coast.

Needless to say, we are thrilled to be working with them again. And with Mike and Laurie on board, we now have in place the key senior personnel from Pan Pacific across our core business segments, acquisitions, management, leasing and accounting. Having this core team together again, along with consolidating corporate functions on the West Coast, will undoubtedly help ROIC achieve greater efficiencies and increase productivity going forward.

Turning to our financial performance for 2012, total revenues and operating income increased significantly by 45% and 133% respectively, and the Company achieved FFO per share in line with original guidance for the year. Along with delivering solid financial results, we continue to enhance our strong financial position. During 2012, we successfully completed a key number of financing activities including refinancing our unsecured debt facilities, significantly lowering our borrowing costs and expanding our capital availability under the facilities by over $300 million.

In terms of equity, during the year we continued to prudently raise equity through our ATM program. And, with respect to the warrants, during the past several months, approximately 1.2 million warrants have been exercised, generating approximately $14 million of equity capital for the Company. Additionally, the founders of the Company recently exercised all of there 8 million warrants, which they had originally purchased for $8 million. The founders warrants were exercised on a cash less basis, such that they were issued 688,500 shares of common stock. The founders deciding to move forward now with exercising all of their warrants, we believe, is an important endorsement of the Company's success and building its business over the past three years.

Lastly, we are pleased to report that for the second straight year the Company achieved a double digit total return to shareholders, posting a 13% total return in 2012. An important component of our total return was in the form of quarterly cash dividends. During 2012, along with growing our portfolio and business, we increased our cash dividend by 36% and we are pleased to announce today that the Board has increased the dividend again, declaring a cash dividend of $0.15 per share to be paid on March 29. This represents a 7.1% increase over our previous dividends, delivering reliable cash dividends to shareholders that steadily increases as we grow our portfolio and recurring cash flow will continue to be an important part of our business plan.

Now, I would like to introduce Michael Haines, our new Chief Financial Officer. Mike?

Thanks, Stuart.

I'd like to start by saying that I'm thrilled to be working again with my former colleagues from Pan Pacific. I'm very excited about the future prospects of ROIC's business.

Turning to the Company's financial results for 2012, starting with the income statement for the year ended December 31, 2012, the Company had $75.1 million in total revenues and operating income of $11.6 million, as compared to $51.7 million in total revenues and operating income of $4.6 million for 2011. The significant increase in revenues and operating income reflects the growth in the Company's portfolio from acquisitions during the past year, as well as the Company's strong leasing activity.

With respect to net income and funds from operations, for the year ended 2012, the Company had net income of $7.9 million, including the $0.15 per diluted share, as compared to $9.7 million, or $0.23 per diluted share for 2011. In terms of funds from operations, FFO for 2012 was $39.1 million, or $0.75 per diluted share, as compared to $33 million, or $0.78 per diluted share for 2011. While 2012 FFO per share was in line with the Company's original guidance, the year-over-year decline was primarily due to three things.

First, during 2011 the Company reported bargain purchase gains totaling $9.5 million, as compared to $6 million of gains recorded in 2012. Second, 2012 G&A expense included $2.8 million in relocation costs associated with moving the Company's corporate headquarters from New York to California. And third, the weighted average shares outstanding increased by roughly 10 million shares in 2012, primarily due to the $77 million equity raise that the Company completed right at the end of 2011.

Looking at the Company's results for the fourth quarter 2012, the Company had $21.4 million in total revenues, as compared to $16.6 million in total revenues for the fourth quarter of 2012. For the fourth quarter 2012, the Company had a net loss of $278,000, or $0.01 per diluted share, as compared to net income of $234,000, or $0.01 per diluted share for the fourth quarter of 2011. The decline was primarily due to the $1.8 million of relocation costs in the fourth quarter of 2012.

FFO for the fourth quarter of 2012 was $8.5 million, as compared to $7.5 million in FFO for the fourth quarter of 2011. On a per-share basis for the fourth quarter of 2012, FFO per diluted share was $0.15, based on 55.5 million weighted average shares outstanding. This compares to $0.17 per diluted share for the fourth quarter of 2011, which was based on 44.1 million weighted average shares outstanding.

Turning to the Company's balance sheet, at December 31, 2012, the Company had a total market capital of approximately $1.1 billion, with $392 million of total debt outstanding, equating to a debt to total market cap ratio of 35%. With respect to the $392 million of debt, approximately $73 million is secured debt and $319 million is unsecured, of which $119 million was outstanding on our credit facility. On a square footage basis, 89% of our portfolio was unencumbered at year-end.

For the fourth quarter 2012, the Company's interest coverage was a strong 3.8 times. As Stuart highlighted, during 2012, the Company completed several important balance sheet initiatives aimed at enhancing the Company's financial flexibility and capacity to continue growing. First, the Company expanded its unsecured credit facility from $175 million to $200 million, extended the maturity by an additional two years to August 2016, and lowered the borrowing cost by 40 basis points. In conjunction with this, the Company expanded its existing unsecured term loan from $110 million to $200 million, extended its maturity to August 2017 and lowered the borrowing cost by 40 basis points, as well.

Additionally, both the credit facility and the term loan have accordion features, providing the Company with the flexibility to increase each facility to $300 million. In terms of equity, during 2012, the Company raised over $37 million of equity capital through its ATM program.

Looking ahead to 2013, we currently expect funds from operations to be within the range of $0.80 to $0.85 per diluted share for the per year. Using the midpoint of this range equates to an FFO per share growth rate of 10% over 2012. We anticipate achieving this growth from a balance of internal and external sources. We expect to achieve same property NOI growth for 2013 in the 4% to 6% range. Additionally, our 2013 guidance assumes that we will continue acquiring shopping centers at approximately the same pace as in 2012. In other words, our guidance assumes that we'll acquire approximately $250 million during the year.

Lastly, our per share guidance is based on a weighted average share count for the year of approximately 59 million shares. We're assuming these incremental shares will come from new equity issuance, as well as the warrants. As Stuart mentioned, in addition to the founders warrants, to date, roughly 1.2 million warrants have been exercised, generating approximately $14 million to the Company thus far in 2013.

Now, I'll turn it over to Rich Schoebel, our Chief Operating Officer, to discuss property operations. Rich?

Thanks, Mike.

As Stuart indicated, 2012 proved to be an outstanding year for the Company in terms of property operations. Capitalizing on the platform that we have built over the past three years, during 2012 we continued to expand our portfolio significantly and deepen our presence in the best-performing markets across the West Coast. We continued to steadily increase occupancy throughout the year, thanks to another strong year of leasing, and we achieved solid rent growth.

We also completed the repositioning of Claremont, substantially exceeding our original performance. And we completed our ground of development of Wilsonville. We completed our expansion at Euclid and we commenced work on 82,000 square feet of expansion in pad space. All totaled, it was a very busy and productive and successful year.

To take you through the details, as Stuart noted, during 2012 we added 14 exceptional shopping centers to our portfolio, adding 1.1 million square feet, representing a 30% increase over 2011. As a result, at year-end 2012, our portfolio stood at 45 shopping centers, totaling over 4.8 million square feet of gross leasable area. Importantly, these 14 additional shopping centers serve to enhance our market presence across each of our core West Coast markets.

Of the 45 shopping centers, 17 are located in the Pacific Northwest, with 9 properties in the Portland, Oregon market, representing 19% of our total GLA, and 8 properties in the Seattle market, representing 22% of our total GLA. Additionally, at year-end we owned 28 shopping centers in California, with 12 properties located in Northern California, representing 26% of our total GLA. These shopping centers are primarily in the San Francisco and Sacramento markets. And thanks in part to the portfolio acquisition that Stuart spoke of, during 2012 we significantly increased our presence in Southern California where as of year-end we owned 16 shopping centers, representing 33% of our total GLA diversified across the Los Angeles, Orange County and San Diego markets.

During 2012 we continue to take full advantage of the strong demand for space across our portfolio. As a result, occupancy steadily increased each quarter throughout the year, reaching a new two-year high of 93.5% as of December 31, which is 230 basis points higher than last year at this time and over 400 basis points higher than two years ago.

In terms of specific leasing activity, during 2012, we executed 197 leases, totaling 728,000 square feet. Breaking that down between new and renewed leases, we executed 121 new leases, totaling 331,000 square feet, and renewed 76 leases, totaling 397,000 square feet. In terms of same space comparative numbers, cash rents increased by approximately 20% on average for the year. With respect to leasing activity in the fourth quarter, we executed 50 leases, totaling 148,000 square feet, including 32 new leases, totaling 100,000 square feet, and 18 renewals, totaling 48,000 square feet. Same space comparative cash rents increased modestly by approximately 5%, in part because of several anchor renewals that simply exercised their long standing renewal option that only had a nominal increase in the cash rent.

And speaking of anchor tenants, during 2012, we successfully replaced and repositioned a number of key anchor spaces across our portfolio, totaling approximately 115,000 square feet. As a result, in these spaces today, we have much stronger national and regional retailers, thereby enhancing our overall tenant mix and these new anchor tenants are paying significantly higher rents on average.

Additionally, during the fourth quarter, we successfully completed our repositioning initiatives at our Claremont Shopping Center. We acquired the property in late 2010, at which time the occupancy was only 14%. The previous owner was financially strapped and the center, notwithstanding being a well located, sound property, had suffered. We quickly brought in a new, strong, regional grocer as the properties primary anchor, and then went to work at repositioning the inline space. Today, the center is 92% leased and our current cash NOI yield is now in excess of 13% and the grocery tenant is doing over $1,000 a square foot in annual sales. Our success at repositioning the center is indicative of our ability to enhance the underlying value of our properties.

Furthermore, during 2012, we completed our development joint venture, Wilsonville Town Center, in Portland. The shopping center is currently 97% leased and we now own 100% of this newly built property and our cash NOI yield is upwards of 8%. Needless to say, the project has been a huge home run for the Company. In addition to Wilsonville and Claremont, during the fourth quarter we completed our expansion of Euclid Plaza, where we added 10,000 square feet of in-line shop space. The new space is 100% leased and our cash NOI yield at the center in total is now approximately 9%.

Lastly, as we're getting underway with 2013, demand for space continues to be strong across our portfolio. Accordingly, we expect to continue leasing available space and achieving positive rent spreads on a same space comparative basis. As Stuart indicated, we are aggressively pursuing a number of releasing and repositioning opportunities among the 14 shopping centers acquired in 2012, particularly with respect to our recent portfolio acquisition in Southern California. Overall, we expect to have another strong year in 2013.

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

Thanks, Rich. I would like to underscore Rich's comments about our outlook for 2013. In addition to getting off to a good start on the leasing front, we're also moving forward with new acquisitions. To date, we've acquired two shopping centers for $40 million and we are currently in due diligence on approximately $60 million of additional off market acquisition opportunities. Beyond that, our pipeline continues to be active.

As such, we're confident that we'll reach our goal again of acquiring $250 million for the year. That said, we remain steadfast to our long-standing prudent strategy of carefully seeking out only the most attractive opportunities to acquire irreplaceable shopping centers that will provide the Company with the balance of long-term stable cash flow and good growth opportunities for years to come. On the balance sheet side, having now reached the $1 billion mark, we intend to work aggressively in 2013 at capitalizing on our strong financial position and growing presence in the capital markets to continue lowering our long-term financing cost.

In summary, we are very pleased to have posted another strong and highly productive year. For three years now, since commencing operations as a shopping center REIT, we've worked diligently each year carefully advancing our business and while we are pleased with our success to date, we intend to be more focused than ever on taking our business to new heights in 2013. And, are confident that we have the portfolio, market presence, management team, balance sheet and prudent strategy to do so.

Now, we'll open up the call for your questions. Operator?

Thank you.

(Operator Instructions)

Paul Adornato, BMO Capital Markets.

Good morning. My first question is for Michael. Given that the warrants have started to exercise and you're getting some equity from that source, was wondering if you could talk about the two year plan with respect to capital. That is, should we expect that you would lever up during this period with the expectation that you'd be getting some more equity from the warrants?

Looking over a one and two year period, as we move through our acquisition pipeline, we would want to finance that through a combination of debt and equity. The big question mark is the uncertainty of the timing of when the warrants will come in. We would certainly use them as prudently as possible based on where the acquisitions are from a timing standpoint, but all in line with managing to keep our overall leverage and check it at about 40%.

Okay, thanks. And Stuart, in the past you've talked about the possibility of acquiring the other half of the Crossroads asset, was wondering if that is contemplated to be 2013 activity?

Yes. We have been in discussions with our partners and although this opportunity is stated for '14, we believe there will be an opportunity later in the year to potentially do something on the Crossroads, Paul.

Okay, and is that part of the $250 million that you're outlining for this year in terms of acquisitions?

It is not.

Okay. Thanks very much.

Thank you.

Richard Milligan, Raymond James & Associates.

Good afternoon, out here on the East Coast, but good morning out there. So, a couple questions. The portfolio that you guys acquired or put under contract in the fourth quarter, you closed four of the seven assets, so does that mean you still have three more to close this quarter?

That is a row full for the last three assets that we've got for the next several years. We're currently working on potentially acquiring two of the three over the next two quarters. But again, it will always be subject to price and the sellers needs in terms of closing these other deals.

So, what is the approximate value on two of the three?

The two of the three is about $65 million.

And that's not included in the $60 million that you guys said you had under contract?

That is correct.

Okay. So, closer to 120 if you include those two properties?

That is correct.

I'm sorry if you guys gave this. Did you guys give -- in terms of your guidance, just curious what some of the assumptions are in terms of occupancy growth in the portfolio and same-store NOI growth.

Well, same-store NOI growth was a range of 4% to 6% and, Rich, the occupancy in terms of our guidance?

The occupancy, with respect to the current portfolio, the guidance assumes occupancy in a range of 93% to 94%.

So not much lift in occupancy in terms of our guidance.

Okay. And then, maybe just some comments on what you guys are seeing with the warrants? Or, what you think 2013 is going to play out to be for the warrants? Do you expect more funds to exercise the warrants? Just an update there would be great.

That is really hard to answer as we just have no idea what's on the minds of the current warrant holders and when they would intend to exercise. There is clearly value to the warrants at this point, we're just not sure when that's going to come in. Obviously there is an expiration of those, October of next year, so at some point between now and then. We just have no idea as to when that might occur.

Okay. And are you guys in any discussions with the current warrant holders?

No.

Okay. Great. Guys, thank you.

Thank you.

Jason White, Green Street Advisors.

Morning. A couple quick questions. On your shop space versus anchor occupancy, do you have any numbers on that?

I don't have it broken out in front of me. I can certainly follow up with you after the call to give you those numbers.

That would be great. Appreciate that. And do you foresee any asset sales in '13, some destabilized assets?

The answer is yes. We are currently looking at potentially selling off a couple of assets in the Company in current -- including one that we currently have under contract or soon to have under contract. So, the answer is yes, Jason, we are contemplating selling a couple of assets.

Okay, great. And then in terms of looking at joint ventures, is that -- do you not foresee that in your future? Or, how do you view joint ventures going forward?

Well I think, Jason, of all the years that we've known each other I think as you know, I'm not a big fan of joint ventures. Currently, we only have one on our balance sheet, which is a very good asset up in Bellevue. I can never say never, but we think it's very important to, like Pan Pacific, have a company that's got a very transparent and clean balance sheet. That's very important to us. So at the present time, I don't see many joint ventures or any joint ventures as we look out into '13.

Okay, thought possibly some of those portfolio assets that you were looking at that you were not able to be acquired immediately, maybe turned into some kind of Crossroads set up?

No. What we've got on our portfolio we will acquire 100% of. Other than that, we're continuing to look at -- in terms of our pipeline, we continue to look at acquiring fee simple interest, or 100% of the assets.

Okay and final question. In terms of the metros that you currently own, are there areas that you would like to focus more attention because that part of your portfolio has shown a lot more strength or where you feel like you maybe under represented?

The metros that we currently are in are doing quite well. And some are doing extremely well. Seattle, our occupancy is 100%. Portland, we are seeing some very good momentum. Northern California is as good as Seattle, Southern California is showing signs of recovery. So, all in all, the West Coast is really showing some very nice signs of growth in terms of rent. I think '13 is going to be a very strong year for these metros in terms of rent growth for us. But, two of the four markets are doing great. The other two are coming back very nicely.

I appreciate it, thank you.

Thank you.

Jeff Lau, Sidoti.

Hi, how are you guys? I just had a quick question regarding the ATM and really what is left on that or what is available to you on that program?

Hi, Jeff, it's Mike. The ATM has got about $10.6 million roughly that's still remaining on that initial program.

Great. That's all for me.

Thanks, Jeff.

(Operator Instructions)

Steven Grand-Jean, Grand-Jean Capital.

Stuart, good job but you just answered all my questions.

Thank you very much.

Richard Milligan, Raymond James & Associates.

Just a quick follow-up on the leasing spreads, you guys mentioned that there were two renewals that sort of rolled over. I'm curious, what were the spreads or do you have a number if you exclude renewals?

On new leases, the same space cash rents grew by about 20% for the year and 4% for the fourth quarter.

Great, thanks, guys.

Greg Gerst, Gerst Capital.

Hi, guys. I apologize if some of this is a repeat, some of the audio earlier was cutting out on my phone. How much room do you have as of today on your credit facilities?

With the recent closings on Q1, we've got about $55 million left on the line and we've got $100 million accordion on each, so we have about $255 million total available to us.

Okay. And, in terms of using that, are there any restrictions in terms of you having to put equity into new properties you buy? Or, is that totally unrestricted?

It is unrestricted.

Okay. Could you state again, as of today, where you are on your leverage ratio and what your target is?

Our target we want to keep in the range of about 40%. It's probably something right around that spot right now, given the recent acquisition.

Okay. And, is that -- would you guys characterize that as being normal with your peers at leverage ratio target?

Yes. When you say peers, obviously every company has their own objective in terms of leverage on the balance sheet. But, the answer is probably very close to our peers.

Okay. Where I am going is just wondering about issuing new equity. It seems to me -- we've spoken off-line about this before -- but it seems to me you don't really need to be issuing equity through the ATM, but given your statements you are already at your target leverage ratio and imply that you are. You're going to continue doing that?

We don't currently need any equity, Greg. And given the assumptions that the warrants will be trickling in, I can't say that we'll never do equity, but certainly we don't need it right now. With the warrants I think we'll be in good shape as we move the year.

Okay. Okay, thanks.

Thank you.

Michael Demaray, Elevated Capital.

Morning, guys. Maybe I missed this, but did you guys specify a payout ratio for FFO? And if not, should we expect something similar to last year?

The FFO payout ratio for the quarter?

For 2013.

For 2013. I think for the blended for the year, we are targeting around 75%.

Okay, great. Thank you.

Thank you.

I'm not showing any other questions in the queue. I'd like to turn it back over to Stuart for closing comments.

Thank you. In closing, we would like to thank all of you for joining us today. 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 Web site. Thanks again and have a great day everyone.

Thank you. Ladies and gentlemen, thank you for your participation in today's conference. This does conclude the conference, you may now disconnect. Good day.