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Retail Opportunity Investments Corp (NASDAQ:ROIC)
Q4 2019 Earnings Call
Feb 19, 2020, 12:00 p.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Operator

Welcome to Retail Opportunity Investments 2019 Fourth Quarter and Year End Conference Call. [Operator Instructions] Following the company's prepared comments the call will be opened up 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.

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 risk 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 Stuart Tanz, the company's Chief Executive Officer.

Stuart A. Tanz -- President and Chief Executive Officer

Thank you, and good morning, everyone. Here with me today is Michael Haines, our Chief Financial Officer; and Rich Schoebel, our Chief Operating Officer. We are pleased to report that during 2019, we successfully advanced our business on a number of important fronts. First, indicative of the ongoing strong fundamentals across our core West Coast markets, we again achieved excellent results with property operations and leasing.

For the sixth consecutive year, we maintained our portfolio lease rate above 97%. In fact, we finished off the decade achieving a new record high year end lease rate of 97.9%. Additionally, we again posted very strong releasing rent growth, including a 32.8% increase on new leases signed during 2019, which is the second highest increase on record for us gaining back to 2015 when we achieved a 40% increase. We also continue to post consistently strong growth on renewals.

Since 2015, we've achieved renewal rent growth consistently in the 9% to 10% range on average including a 9.7% increase in 2019. Perhaps most important or most telling in terms of the appeal of our shopping centers and the strength of our team, is our ability to consistently grow net operating income each year. In fact, for the eighth year in a row, dating back to 2012, when we commenced reporting property statistics, we have grown same-center NOI each and every year, including a solid 3.6% increase in 2019.

While achieving strong results with property operations, we also made excellent progress during 2019 with our initiatives aimed at enhancing the long-term competitive strength and intrinsic value of our business. One of our key initiatives is disposing of non-core properties that are no longer strategic fit within our core portfolio. A year ago at this time, we stated that our goal for 2019 was to sell $50 million of non-core properties. We are pleased to report that we surpassed the $50 million goal selling a total of $74 million of non-core properties in 2019.

Along with making good headway with property dispositions during 2019, we also made steady progress with our strategic densification program. In 2019, our first densification project was completed at our Crossroads Shopping Center in Seattle. You may recall, we ground leased an out parcel to a leading senior living developer, who built an 185 unit multifamily senior living community at Crossroads. With the project completed and opened in late 2019, we commenced receiving ground rent. Starting in 2020, we will also be receiving retail rent as well from the street level shop space that is part of the development. In total, the project will add about $385,000 of annual incremental revenue at Crossroads.

In addition to this first project being completed in 2019, we again pursue the entitlement process on three additional densification projects. The most advanced of the three is another multifamily development at Crossroads, where this time, we will be adding over 200 apartments and about 15,000 square feet of retail space. We are close to finalizing the entitlement package with the city, which once completed should put us back on track to break ground on the project by year end. Additionally, in terms of growing demand for multifamily in Bellevue, Amazon recently announced that it will be dramatically increasing its workforce in Bellevue adding 15,000 employees once it's new 43 story office tower is completed.

With respect to the other two densification projects that we started working on in 2019, we are currently in the midst of discussions with city planners, working to fully define the scope of each development. Generally speaking, each project as currently contemplated involves adding between 120 and 170 apartments, along with 10,000 square feet to 15,000 square feet of retail space. Given the progress that we're making with city planners, we currently expect to complete the entitlement process on each project by year end, which could put us in a position to break ground on both projects in 2021.

Lastly, during 2019, we continue to strengthen our financial position, utilizing proceeds from property sales as well as proceeds from issuing equity we paid down debt. We also extended debt maturities such that currently, we have no meaningful debt maturing for approximately the next four years. Beyond that, our debt maturities are well laddered.

Now, I'll turn the call over to Michael Haines to take you through the specifics of our balance sheet initiatives and our financial results for 2019. Mike?

Michael B. Haines -- Chief Financial Officer

Thanks, Stuart. Starting with our financial results. For the year ended December 31, 2019 GAAP operating income increased to $115 million as compared to $109 million in GAAP operating income for 2018. With respect to net operating income on a same-center cash basis for the full year 2019, NOI increased to $194 million as compared to $188 million for 2018, representing a 3.6% increase on a year-over-year basis. Same-center NOI for the fourth quarter increased by 3.5% over the fourth quarter of 2018.

With respect to GAAP net income attributable to common shareholders, for the year ended December 31, 2019, GAAP net income was $48.8 million or $0.42 per diluted share as compared to GAAP net income of $42.7 million or $0.38 per diluted share for 2018. For the fourth quarter of 2019, the company had GAAP net income of $10.2 million equating to $0.09 per diluted share as compared to GAAP net income of $10.5 million or $0.09 per diluted share for the fourth quarter of 2018.

In terms of funds from operations for the full year 2019, FFO was $138 million or $1.10 per diluted share as compared to FFO of $142 million or $1.14 per diluted share for 2018. For the fourth quarter of 2019 FFO totaled $35.3 million or $0.28 per diluted share as compared to FFO of $36.5 million for the fourth quarter of 2018 or $0.29 per diluted share.

Notwithstanding achieving same-center NOI growth driven by another year of strong property operations and leasing, as Stuart highlighted, financial results for 2019 were impacted by the loss of income from the non-core properties that were sold during the year. Additionally, per share results were impacted by the common shares that were issued during 2019.

While short-term results were impacted by utilizing proceeds from property sales and equity issuance to retire debt in 2019, we strengthened our long-term financial position, which was one of our key objectives for 2019. Specifically, during 2019, we issued approximately 1.9 million shares of common stock, raising $34.2 million over the course of the year. We issued all of the stock through our ATM program where we were able to keep issuance costs to a minimum. As a result of the equity issuance in property sales during 2019, we reduced the amount of debt we had outstanding by $72.6 million in total.

Another important goal for us in 2019 was to continue to limit our floating rate exposure. You may recall that back in 2017, we took steps to lower our floating rate debt significantly bringing it down to only about 10% of our overall debt, which we successfully maintained in 2018. In 2019, we lowered it even further finishing the year with only 6% of our debt being floating rate. In addition to maintaining a minimum amount of floating rate debt during 2019, we also maintained our solid interest coverage finishing the year at 3.4 times and we continue to maintain our large pool of unencumbered properties. In fact, at year end 84 of our 88 shopping centers were unencumbered equating to 95% of our total GLA.

Importantly, in the fourth quarter, we amended the terms of our unsecured credit facility, extending the maturity date out to four years from now when we lowered the borrowing spread down to just 0.9%. Additionally, we also amended the terms of our $300 million unsecured term loan, extending the maturity date up to five years from now, when we lowered the borrowing spread down to 1%. As a result of extending the maturity dates on the credit line and term loan, we now have no debt maturing this year, no debt maturing in 2021 and only two small mortgages maturing in 2022. Looking out beyond that, our debt maturity schedule is well laddered.

Lastly, in terms of our FFO guidance for 2020, we currently expect FFO to be between $1.09 and $1.13 per diluted share for the full year 2020. The low end of the range assumes approximately $40 million of dispositions and another $50 million in equity issuance proceeds, with a $90 million of total capital utilized to pay down debt by another $50 million and to acquire $40 million of new shopping centers. The high end of the range assumes $75 million dispositions and $75 million in equity proceeds. The capital utilized to pay down $50 million of debt and to acquire $100 million of new shopping centers. In terms of same-center NOI growth, we expect it to be between 2% and 3% on a year-over-year basis. Also, our FFO guidance takes into account the FAS141 revenue reduction of approximately $3 million in 2020 equating to about $0.02 a share.

Now, I'll turn the call over to Rich to discuss property operations. Rich?

Richard K. Schoebel -- Chief Operating Officer

Thanks, Mike. As Stuart highlighted, we had another highly successful year with property operations and leasing. In fact, 2019 proved to be one of our best. Starting with our leasing statistics. We began the year with a portfolio lease rate of 97.7% and with only a modest amount of space scheduled to expire in 2019 totaling 698,000 square feet, which was about 7% of our total portfolio.

Notwithstanding being essentially fully leased with not a lot of lease rollover, we went to work, as we always do, seeking out every opportunity to improve tenancies across our portfolio and capitalize on the strong demand for space. And our hard work again produced excellent results. In total, we leased approximately 2 times the space that was originally scheduled to expire and we increased our portfolio lease rate to a new all-time year end high of 97.9%.

Specifically, during 2019, we executed 375 leases totaling approximately 1.4 million square feet for the year. Not only did we lease a near record amount of space for the company, we also achieved very strong rent growth. Specifically, we signed 113 new leases during 2019 totaling 463,000 square feet. And as Stuart noted, the rent growth that we achieved this year 32.8% was among the highest on record for the company. In terms of renewal activity, we renewed 245 leases during 2019 totaling 920,000 square feet and we achieved a solid 9.7% increase in cas -based rent.

Looking at our leasing activity in the fourth quarter, we signed 39 new leases totaling 178,000 square feet achieving a 34.1% increase in same space cash base rents and we renewed 51 leases totaling 201,000 square feet achieving a 6.2% increase in rent. Overall, our strong leasing results in 2019 are indicative of how we constantly work our tenant base seeking out every opportunity to improve tenancies, grow rents, and enhance the underlying value of our portfolio.

Just to highlight a few examples. During the year, we recaptured two underperforming anchor spaces at a couple of our centers in the Seattle market. We replaced the old tenants with new, very strong and growing retailers in the daily necessity and destination sectors. In both cases, we doubled the rent. Additionally, at one of our centers in the San Francisco market, we were approached by a strong national anchor retailer about leasing space.

However, our property was virtually full with no anchor expirations in site, but rather than turn them away we went to work creatively maneuvering in-line tenants as well as recapturing several underperforming in-line spaces to create a new prime anchor space. And this new anchor tenant is now generating a lot of retail interests such that we are embarking on a comprehensive remerchandising of the in-line space of the property. With respect to the economic spread between build and lease space, at the end of the third quarter of 2019, the spread stood at 2.6%, representing $5.9 million of additional incremental annual base rent on a cash basis.

During the fourth quarter, tenants representing $2.2 million of the $5.9 million took occupancy and commenced paying rent. Of which $222,000 of that was reflected in our fourth quarter cash flow. Taking into account those new tenants that took occupancy during the fourth quarter together with the new leasing activity during the quarter. As of December 31, 2019, the economic spread stood 3.4% representing $6.5 million in additional incremental annual base rent on a cash basis.

Turning now to 2020, we currently have 595,000 square feet of space scheduled to expire this year, including five anchor leases totaling 174,000 square feet. Two of those five anchor tenants just exercised the renewal option for another five years. With respect to two of the anchor leases we are currently negotiating new leases with existing tenants. And the fifth anchor lease, we are close to finalizing a new long-term lease with the new terrific national grocer that will be a big plus to our center, and we will be getting a substantial increase in the rent.

In terms of in-line space, we have 421,000 square feet scheduled to expire this year. We expect to renew and release this space consistent with our past performance. Beyond the scheduled explorations in 2020, we are also pursuing a number of recapture opportunities. We currently have around 150,000 square feet in our sites that we are working to recapture, where we can improve tenancies and achieve significant increases in rent.

Lastly, in terms of patent expansion opportunities across our portfolio, we currently have a dozen opportunities under way in various stages of development, ranging from the early planning stages to several that are nearing completion. Altogether, the 12 projects total roughly 70,000 square feet of additional space and will add about $2 million to $2.5 million in annual rent once all of the projects are completed.

In summary, we expect to have another highly productive and successful year in 2020 with property operations and leasing.

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

Stuart A. Tanz -- President and Chief Executive Officer

Thanks, Rich. Just to expand on Rich's last comment regarding 2020. As the new year is getting under way, we're off to a great start. In terms of dispositions, our primary goal in 2020 is to finish exiting the Sacramento market. To that end, we already have an agreement in hand to sell one of the two remaining properties. As the last remaining property in Sacramento, we expect to put it on the market for sale in the next couple of weeks. To larger shopping center we've done a considerable amount of leasing and remerchandising over the past year, and still has a few moving parts so the sales process may take a bit of time but we fully expect to complete the sale in 2020. Beyond that we are currently looking at one or two additional properties as possible disposition candidates.

In terms of new acquisitions, we are pleased to report that in December, we acquired a terrific grocery anchored neighborhood shopping center for $11.5 million. The center is located in Seattle and is anchored by Walmart's Neighborhood Supermarket. Along with acquiring the existing center at a 6% cap rate going in, we have the ability to expand the property by another 12,000 square feet, which we are already working on with the city and will enhance our overall yield on the property once completed.

Additionally, we have another terrific grocery anchored shopping center currently under contract for $40.6 million located in Southern California. The going-in cap rate is 5.8% and the leases are below market on average. We intend to work aggressively at recapturing and remerchandising space to grow the yield over time and enhance the value.

Beyond these two acquisitions, we are also pursuing several other off-market opportunities. While it's early in the new year and the acquisition market is still a bit uncertain, we are excited about adding exceptional shopping centers and growing our core portfolio in 2020. Notwithstanding starting to grow our portfolio again, we expect that 2020 will be a transitional year in terms of FFO. Similar to 2019 our goal in 2020 is to continue enhancing our financial position by reducing debt, primarily through ATM equity issuance during the year.

Lastly, in terms of our same-center NOI growth for 2020, while our guidance may suggest a slowdown in leasing activity, in fact, the opposite is true. As Rich noted, we intend to continue aggressively recapturing space. While this enhances long-term value, there is always the short-term consequence with the downtime between leases, which is reflected in our guidance. Not only as it relates to future recapture activity, but as it relates to our efforts in the second half of this past year where new tenants haven't yet taken occupancy, which will impact same-center competitive cash NOI growth in 2020.

Finally, as we embark on a new decade, our portfolio today with its competitive position on the West Coast and long-term growth prospects is the strongest it's ever been. The same can be said of our diverse tenant base, which as we like to say is the cornerstone of our business. Our tenant base today has never been stronger or better positioned in the marketplace. With that in mind, all of us at ROIC are as excited and as confident as ever in the future prospects of our business. And we are as focused as ever on continuing to build value.

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

Questions and Answers:

Operator

Thank you. [Operator Instructions] And our first question will come from the line of Christine McElroy from Citigroup. You may begin.

Stuart A. Tanz -- President and Chief Executive Officer

Good morning.

Michael B. Haines -- Chief Financial Officer

Good morning, Christy.

Christine McElroy -- Citigroup -- Analyst

Hey. Good morning, guys. Just wanted to follow up on guidance. So given your forecast of 2% to 3% same-store growth just wanted to -- wonder if you could walk us through how we get from there to only about 1% FFO growth at the midpoint. And so you've got your acquisitions and your disposition, so there is some level of dilution from capital recycling. And then you talked about equity issuance to pay down debt, so there is deleveraging as a component. Are there any other factors that we should be considering like movement in G&A or other income or non-cash revenues? Basically looking for somewhat of an FFO bridge between that $110 million in 2019 and the $111 million at the midpoint of guidance?

Stuart A. Tanz -- President and Chief Executive Officer

Well, same-store, we want to talk about same-store in terms of the -- Mike?

Michael B. Haines -- Chief Financial Officer

First of all, just to address the G&A. We're -- our guidance is assuming roughly $18.5 million to $19 million for G&A, so that's good for the year. As far as the non-cash revenue I think I mentioned in my prepared remark about we are seeing a drop of about $3 million in FAS 141 revenue in 2020 over 2019, which is better than $0.02 a share. So that's where you're getting to $1.11 versus $1.14 with the street has us. The difference of it is some moderate dilution from equity issuance we're planning this year to continue to delever the balance sheet.

Christine McElroy -- Citigroup -- Analyst

So how much of that is -- in terms of pennies on this chair or are we thinking about it in terms of the impact of capital recycling and deleveraging?

Richard K. Schoebel -- Chief Operating Officer

Well, it's almost...

Christine McElroy -- Citigroup -- Analyst

In terms of the timing expectations right?

Stuart A. Tanz -- President and Chief Executive Officer

Well, the timing of the equity is really -- obviously, we're not going to be doing equity while our stock is currently trading, but assuming that there is some momentum with the company in terms of stock price, we've modeled the equity, Mike, I think sort of throughout the year, right? So that's the equity side. On the disposition side, we've sort of front loaded that part of our guidance. And on the acquisition side, we've really spread that out throughout the year.

Christine McElroy -- Citigroup -- Analyst

And on the acquisitions, funded with dispositions, I mean, are you thinking about the opportunity set there in terms of, sort of, relative to your cost of capital today? So kind of where your shares trade, how much is that a factor and thinking about the deals that you're going to do relative to sort of match funding with dispositions?

Stuart A. Tanz -- President and Chief Executive Officer

It's a great question and absolutely we are watching obviously, the cost of that equity as it relates to what we're buying and the yields that we're getting longer term. Obviously, also watching risk as it relates to what we're behind, given the overall retail climate. So when we're looking at acquiring and growing the company at this point, we are doing that accretively, given our cost of capital. Will we continue to find those type of opportunities? We think so. And there is the opportunity again, as we mentioned in our last call to do OP transactions. We currently have a couple of those that are coming to fruition, but again, the caveat there is going to be the price of our equity in terms of trading the currency.

Christine McElroy -- Citigroup -- Analyst

Okay. Thank you.

Operator

Thank you. And Our next question comes from the line of Wes Golladay from RBC. You may begin.

Wes Golladay -- RBC Capital Markets -- Analyst

Hi, guys. Good morning.

Stuart A. Tanz -- President and Chief Executive Officer

Good morning.

Wes Golladay -- RBC Capital Markets -- Analyst

Hey. So on that last topic, the push to deleverage this year, is this to prepare the balance sheet for densification and how much equity do you need for the Crossroads project?

Michael B. Haines -- Chief Financial Officer

It's preferred for densification. We know it isn't. We fully acknowledge our net debt to EBITDA is little bit elevated. So we're going to continue to try and drive that down. Financing on Phase 2 of Crossroads, we have pretty compelling interest rate on the credit line, but we'll always look to keep our balance sheet -- to finance our activity on the balance sheet neutral basis.

Stuart A. Tanz -- President and Chief Executive Officer

And that financing probably won't be needed until very late in the year or early 2021, so although, Mike, is certainly focused on that, the reality is we probably won't need that capital until the first quarter of '21.

Wes Golladay -- RBC Capital Markets -- Analyst

Okay. And then you mentioned about the equity price being sensitive, the equity issuance being sensitive to the stock price, yet you still want to delever. If the equity is where it is, call it six months from now, would you guys look to potentially monetize the densification opportunities?

Stuart A. Tanz -- President and Chief Executive Officer

The answer is, yes, we would look at that as an alternative.

Wes Golladay -- RBC Capital Markets -- Analyst

Okay. And then the last one, can you guys give an update on how you're looking at the tenant watchlist this year versus maybe last year? And then on the leasing, is there any regions that stand out for strong pricing power?

Richard K. Schoebel -- Chief Operating Officer

Sure. Obviously, we are -- keep a close eye on the names that are in the press in terms of retailers that are out there having issues. The good news is that we have very low exposure to those tenants. And then in terms of their overall portfolio, we watch it very closely looking for any weakness and trying to be proactive and get ahead of that. And in terms of leasing strength, I mean I think the Pacific Northwest continues to lead the whole West Coast. We are essentially sitting in fully occupied in both Portland and the Seattle markets.

Stuart A. Tanz -- President and Chief Executive Officer

But demand is very strong across the entire West Coast with -- I think as Rich articulated with certainly Portland and Seattle. Given the fact, we're so well leased it's just going to continue to drive our releasing spreads as it relates to the strength of those two markets and California.

Wes Golladay -- RBC Capital Markets -- Analyst

Got it. Thank you.

Michael B. Haines -- Chief Financial Officer

Thanks, Wes.

Operator

And our next question comes from the line of Michael Mueller from JPMorgan. You may begin.

Stuart A. Tanz -- President and Chief Executive Officer

Good morning, Michael.

Michael B. Haines -- Chief Financial Officer

Good morning, Michael.

Michael Mueller -- JPMorgan -- Analyst

Hey. Good morning. Couple of questions, I guess, first, for the acquisition you're looking at in Southern California that's about $40 million. What are the attributes to that center that are putting the cap rate close to 6 considering you said that the rents are below market.

Stuart A. Tanz -- President and Chief Executive Officer

Well, the grocers, number one and number two, in the respective market that we're buying in. So sales are very, very strong in terms of attributes along with one other [Phonetic] anchor tenant, which is one of the strongest what we would call value tenants in the country. Those are your anchor tenant, but the rest is really what I call national, regional and some local breakdown in terms of the balance of the space. And this has been in one ownership for probably 15, 20 years. It's been fully leased most of the time and we believe after looking and underwriting the asset that our team can certainly generate a lot more growth as leases roll over. And Rich, I don't know if you want to add to that in terms of what we're seeing on that deal.

Richard K. Schoebel -- Chief Operating Officer

Yeah. I mean I think the cap rate is also a function of the sellers' motivation. They are pivoting out of retail and are interested in having a quick and seamless transaction.

Michael Mueller -- JPMorgan -- Analyst

Got it. Okay. And then on the entitlement side and the densification, besides the three that are kind of in process right now, is there a shadow pipeline of opportunities where we could see additional projects being titled, say, in 2021?

Stuart A. Tanz -- President and Chief Executive Officer

Yes. There are three more behind the -- what I would call the three or four that we've discussed. Those are moving through the process, but will take a bit longer because they're at the beginning stages of entitlements. We can probably start talking about those next year, but all three or four of those are really at this point, viable projects, primarily apartments and moving along quite well in terms of the entitlement process. All three cities that -- these assets are located in are really excited about the fact that we can and working close with us, but are really helping push this process along with us. They need housing very badly.

Michael Mueller -- JPMorgan -- Analyst

Got it. Okay. That was it. Thank you.

Stuart A. Tanz -- President and Chief Executive Officer

Thank you.

Operator

Thank you. And our next question comes from the line of Todd Thomas from KeyBanc Capital Markets. You may begin.

Stuart A. Tanz -- President and Chief Executive Officer

Good morning, Todd.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Hi. Good morning. Just back to the 2% to 3% same-store NOI growth forecast, it does reflect a slowdown from the 3.6% in '19 and you mentioned that there is 150 basis points of occupancy that you're proactively looking to recapture. How much of that slowdown or how much-- what's baked into the range in terms of disruption from known tenant move-outs versus the disruption that you mentioned is perhaps the result of space you're looking to proactively recapture?

Stuart A. Tanz -- President and Chief Executive Officer

Well, it's primarily from recapture. It's almost all of it from recapture, if I'm correct, Mike, in terms of the downtime and same-store.

Michael B. Haines -- Chief Financial Officer

There was a number of components that are built into that as far as the guidance goes, which I don't have all the details here, but the property by property budgets, give us a certain number. We know there is going to be some downtime with some of the anchor repositions that Rich mentioned in his prepared remarks. All that just gets you to a 2% to 3% kind of survey basis.

Stuart A. Tanz -- President and Chief Executive Officer

And we have Todd, taking into consideration obviously any fallout from tenants as well in the guidance.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Well, so with regard to that so what kind of cushion I guess have you assumed for 2020 fallout or unexpected move-outs? And specifically, I know you have a bunch of 24 Hour Fitness is in the portfolio, what's the latest there? I realize they don't break into the top 10 tenant list, but how much exposure does this 24 Hour Fitness represent and have you made any assumptions there in the guidance?

Stuart A. Tanz -- President and Chief Executive Officer

Hey, Todd. It's Mike. I'll let Rich and Stuart talk about 24 Fitness, but on the guidance side as far as assumptions for bad debt to be conservative, we're assuming 1% of total revenues in 2020. But you got to keep in mind our actual bad debt has always been below 1%. In fact, it was I think 0.7% in 2019, but we're always constantly valuing the tenant base and so that actually a little bit in there is just for unknown unexpected move-outs.

Richard K. Schoebel -- Chief Operating Officer

Yeah. This is Rich. In terms of the 24-Hours, we only have four in the entire portfolio and they're less than 1% of our total base rent. The word, we have from the people on the ground is that they're all performing wel, so we don't have any immediate concerns about them.

Stuart A. Tanz -- President and Chief Executive Officer

And rents are very low for most of those 24-Hour Fitness. They are old releases. So -- if anything were to happen there's probably some nice recapturing that we could do in terms of gaining rents or gaining income.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Okay. And just lastly, Mike, for the model the FAS 141, rental income, the decrease that's embedded in the guidance, I think you said $3 million year-over-year. That line was heavy in the first and second quarter of '19. I think as you recaptured some space there. In the 4Q run rate I guess would actually be low, heading into 2020 that needs to pick up a little bit, I guess heading into the new year, is that right?

Michael B. Haines -- Chief Financial Officer

In first quarter of '19, we did have the recapture of the Kmart lease. That was a big pop there. The fourth quarter is probably a better run rate. We're going to have another pop in Q1, which we can elaborate on the next call for tenants that we're expecting to have moved out by the end of March, which are large below market so that's being amortized currently so that'll be disclosed in the next call about 8 weeks. After that, it should be a normal run rate which would probably track more than the fourth quarter of '19.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Okay. That's helpful. All right. Thank you.

Michael B. Haines -- Chief Financial Officer

Yeah.

Operator

Thank you. And our next question comes from the line of Craig Schmidt from Bank of America. You may begin.

Craig Schmidt -- Bank of America -- Analyst

Great. Thanks.

Michael B. Haines -- Chief Financial Officer

Hi, Craig.

Stuart A. Tanz -- President and Chief Executive Officer

Good morning.

Craig Schmidt -- Bank of America -- Analyst

What is ROICs read on the exposure to possible repeal of Prop 13 the 1978 amendment?

Stuart A. Tanz -- President and Chief Executive Officer

So, the way we look at it and obviously it's still a bit of time away in terms of looking at what might happen, but most of the assets that we've acquired has been over the last, let's call it seven or eight years. And usually, the assessor in California runs about two years behind in terms of reassessment. So most of our properties, not all of them, most of them are really being assessed at today's value. So we don't really see much impact from this proposition if it gets passed, Craig.

And on the other hand, we actually think it could help us because what ends up happening is, if you look around a number of our assets, what you will find is there is a number of centers that are held by other REITs or other owners that have owned these assets for a long period of time and if this passes, what really is going to happen is CAMs are going to really become more on a level platform as it relates to cost. So we think that could actually help us a lot. So that's our quick overview of the proposition. We'll see what happens.

Craig Schmidt -- Bank of America -- Analyst

Okay. Thank you.

Stuart A. Tanz -- President and Chief Executive Officer

Thank you.

Operator

Thank you. And our next question will come from the line of Chris Lucas from Capital One Securities. You may begin.

Chris Lucas -- Capital One Securities -- Analyst

Hey, guys.

Stuart A. Tanz -- President and Chief Executive Officer

Good morning, Chris.

Chris Lucas -- Capital One Securities -- Analyst

Hey, guys. Just a quick follow-up on earlier questions related to what's embedded in the same-store guidance. On the Pier 1s that you guys have what's your -- what are you modeling for your same-store this year, or is there any more rent coming in or is it a slow burn?

Richard K. Schoebel -- Chief Operating Officer

Well, this is Rich, I mean, we only have three Pier 1s in the portfolio and they're all typically below market in terms of the rent. We don't have any word that they're officially closing at any of these locations. However, we believe, one in Seattle may be on that list. We've already been very proactive. Months ago, we're out marketing this space and have in hand numerous LOIs because that's a great pad location and at a great shopping center. So there may be suddenly they fall out, there may be some downtime, but we expect that there'll be some upside in all those rents.

Chris Lucas -- Capital One Securities -- Analyst

Okay. That's all I had. Thanks.

Stuart A. Tanz -- President and Chief Executive Officer

Thanks, Chris.

Operator

Thank you. And our next question will be from the line of Linda Tsai from Jefferies. You may begin.

Stuart A. Tanz -- President and Chief Executive Officer

Good morning.

Richard K. Schoebel -- Chief Operating Officer

Hi, Linda.

Chris Lucas -- Capital One Securities -- Analyst

Good morning. Where would you like to end the year from a leverage perspective?

Michael B. Haines -- Chief Financial Officer

I'd like to get my net debt to EBITDA down with a six handle on it. I'm clearly there. Our overall leverage is modest, if you get it down to total debt-to-market cap, let's say, in the low 30s, mid-30s, but net debt to EBITDA is the one metric that we obviously are very focused on and we'll continue to chip away at it.

Chris Lucas -- Capital One Securities -- Analyst

Thanks. That's all I had.

Michael B. Haines -- Chief Financial Officer

Thanks, Linda.

Operator

Thank you. And I'm showing any further questions at this time. I'd turn the call back over to Stuart for any closing remarks.

Stuart A. Tanz -- President and Chief Executive Officer

Great. In closing, I would like to thank all of you for joining us today. We greatly 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. Thanks again and have a great day, everyone.

Operator

[Operator Closing Remarks]

Duration: 38 minutes

Call participants:

Stuart A. Tanz -- President and Chief Executive Officer

Michael B. Haines -- Chief Financial Officer

Richard K. Schoebel -- Chief Operating Officer

Christine McElroy -- Citigroup -- Analyst

Wes Golladay -- RBC Capital Markets -- Analyst

Michael Mueller -- JPMorgan -- Analyst

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Craig Schmidt -- Bank of America -- Analyst

Chris Lucas -- Capital One Securities -- Analyst

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