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Washington Prime Group Inc (NYSE:WPG)
Q4 2019 Earnings Call
Feb 27, 2020, 11:00 a.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Operator

Ladies and gentleman thank you for standing by and welcome to Washington Prime Group Fourth Quarter 2019 Earnings Call. At this time all participants are in a listen only mode. After the speaker presentation there will be a question and answer session. [Operator Instructions]. I would now like to hand the conference over to Lisa. Thank you please go ahead.

Lisa Indest Executive -- Executive Vice President, Finance and Chief Accounting Officer

Good morning and welcome to WPGs Fourth Quarter 2019 Earnings Call. During today's call we will make certain forward-looking statements as defined by the federal securities laws. These statements relate to expectations beliefs projections plans and other matters that are not historical and are subject to the risks and uncertainties that might affect future events or results. For a detailed description of these risks please refer to our earnings release and various SEC filings. Management may also discuss certain non-GAAP financial measures reconciliations of such non-GAAP financial measures to the comparable GAAP measure are included in our press release supplemental information packet and SEC filings which are available on the Investor Relations section of our website. Members of management with us today are Lou Conforti CEO; Mark Yale CFO; Josh Lindimore Head of Leasing; and Dan Scott Senior Vice President of Development.

Now I'll turn the call over to Lou.

Louis G. Conforti -- Chief Executive Officer and Director

Thanks Lisa and hey everybody. My colleagues and I we've worked hard and smart to differentiate our Company by diversifying tenancy activating common area and undertaking value added adaptive reuse. In addition we've made sound financial and strategic decisions as well as demonstrating the ability to access traditional as well as more resourceful capital. Take for instance our decision during the previous four years to dispose of 17 assets not including out parcels and the like and which we considered in Congress to our dominant town center objective. Regardless of the short-term dilution this action has proved more than prudent allowing us to devote our time and money to those assets most able to benefit from focused adaptive reuse. Our progress to date and Dan Scott is here and as is Josh we can we will talk about more about that in a moment our progress to date illustrates we've made the right choices. Notwithstanding there continues to there continued to exist skepticism as it relates to the necessary capital required to accomplish this adaptive reuse mandate.

The reset of the dividend is a tenant to alleviate any doubt whatsoever As opposed to acting out of weakness the Board proactively made this decision at our earliest available opportunity I mean to me it's just so darn simple our fiduciary responsibility is to allocate capital accordingly and this decision to enhance to enhance our liquidity was common sense and logical. I am going to say the simple table below but that won't work so this we provided a very basic table which clearly illustrates this improved cash flow. Several relevant factors should be notedincluding a pretty healthy very healthy 70 million bucks of tenant allowance and capex is deducted from FAD and this table doesn't call for the need for a dollar of additional credit facility borrowing and I want everyone to turn to it at their convenience because it shows that long story short that our estimated FAD payout ratio is now about 62% 63% and so and that contemplates the six projects the fixed adaptive reuse projects Dan Scott herculean efforts with respect to filling 77% I believe 75% of our boxes six projects in 2019.

We anticipate starting another 12 four and eight in '20 '21 and '22 respectively menthol included in our cash flow analysis. Hence simple extrapolation illustrates we have plenty of free cash to deliver these projects. I want everybody to also think about the following financial metrics and just take a look and feel we stack up against our sector peers. Furthermore when it comes to leasing volume and resolving department store vacancy while it's difficult to glean comparable information from some of our peers I take the leaders I take the over we are leaders on a relative size basis in both endeavors. Those metrics I'm talking about unencumbered NOI to total NOI 56%; Open Air NOI to total NOI 27%; EBITDA to interest expense 2.6 times; combined tier one and Open Air NOI over total NOI is now 93% and our occupancy cost I believe it is the best in Italy in the sector at 11.2%. I want to do I want to talk about one other point as it relates to Open Air NOI. When you include nine assets we classify as tier one but have an open-air format and these are great great assets. Arbor Hills Arboretum Clay Terrace Malibu Oklahoma City Scottsdale Town Center Waterford Lakes our Open Air portfolio increases to 40% of total NOI.

I want you guys to then say give us the give us the clumsiest multiple of a strip center pier and our assets are quite frankly better than anyone everybody stayed for a couple of fields and do that extrapolation and coefficient weight that's 40%. During last quarter's earnings release and conference call we provided a summary of incremental NAV which had a potential about two bucks for three redevelopment assets. This analysis assumes we sold the fully entitled land parcels to developers of resi residential lodging and office but we would maintain the responsibility of retail. The capital investment required to deliver this fully entitled land parcels is a deduct from NAV. I bring that up because in this light we're pleased to announce the first of our three redevelopments it's under way at Clay Terrace; Westminster and WestShore are the other two very large ones they are certainly under way and then via the entitlement process and we're making great progress but Clay Terrace is really really under way. It's going to be comprised of 290 a 290-unit multifamily rental project 140 guest room hotel a new office space totaling 200000 square ft an additional 70000 square ft of space intended for lifestyle tenancy.

For the non-retail stuff we are far along in negotiating with several very reputable developers and we look forward to that as well. In closing we're going to continue to prove our assets via differentiated tenancy and dynamic activations where our company is also increasingly embracing the fact we are an essential participant regarding the logistics distribution and delivery of goods and services which speak to an omnichannel perspective so stay tuned. As the dominant town center within our respective trade areas it's imperative we provide convenience in addition to interesting alternatives where our guests can eat shop work play and live. With this in mind my colleagues and I we are going to get back to our jobs and continue to grind it out and I'm going to say one more thing my colleagues at Washington Prime Group not just the guys and girls sitting around this table are the most amazing group of people that I've I've ever worked with. They are the esprit de corps and in a certainly interesting sector has really been I just they make me want to get up every day and they give me the intestinal fortitude to listen to some of the questions that I'm going to be receiving from some of the analysts. Mark you're up.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

Thanks Lou. We finished the end of 2019 with available liquidity of just over $500 million when including cash on hand and capacity on our credit facility. Additionally when considering the expected $50 million of net proceeds this year from the sale of outparcels and other non-core assets and the over $65 million of annual free cash flow availability based upon the dividend reset that Lou mentioned we continue to feel comfortable with our current liquidity levels. We are now well positioned with the current capacity on our credit facility to address the upcoming April 2020 maturity of our $250 million bonds. Please note these aforementioned bonds are our only unsecured debt maturity through the end of 2022 when our credit facility and related term loans mature. Moreover we remain well situated to fully commit to our strategic redevelopment pipeline. In fact when considering both the dividend reset and the ability to continue to modestly sell non-core assets we anticipate being able to self-fund our redevelopment pipeline for the foreseeable future.

In December we transitioned to the servicer the West Ridge Mall and Plaza properties along with nearly $50 million of secured mortgage debt. We also expect that within the next year to transfer back our remaining non-core enclosed assets of Charlottesville Fashion Square Muncie Mall and Seminole Towne Center resulting in additional debt reduction of over $75 million from our current balance sheet. Once again each of these encumbered noncore assets have single digit debt yields thereby providing us with a very efficient way to deliver. Beyond these mortgages we're making good progress on our remaining secured debt maturities in 2020. We have recently extended the loan secured by the Mall at Johnson City mortgage with up to five years of additional term. Based upon this we believe there is a reasonable likelihood that we'll be able to extend the Port Charlotte mortgage similar to the Johnson City expansion and with respect to the Grand Central mortgage loan maturing later this year we're going down parallel tracks working on an extension with the servicer but also discussing a new loan with several different regional banks.

As Lou mentioned we're making solid progress with respect to addressing the 30 department store boxes in our Tier one and Open Air portfolios which we believe will need to be repositioned over time. The number did increase by one box when we opportunistically acquired the former Elder Beerman Store at Dayton Mall from a third party during 4Q 2019. Of those 30 boxes five are currently occupied by open and operating Sears stores so when considering the 18 locations address via sign leases or negotiated LOIs this represents over 70% of these vacant boxes. Once again this demonstrates the strong demand for space within our portfolio while allowing us to continue to diversify the experience for our guests. With $50 million already incurred as at the end of 2019 we plan to spend up to an additional $300 million over the next three to four years which is still in line with our original projected estimate to transition all 30 locations. Remember the full pipeline excuse excludes the 10 boxes owned by non-retailers including Seritage.

Now let me turn to our quarterly financial results. When adjusting for the gain on the extinguishment of debt FFO for the fourth quarter was $0.31 per diluted share landing within our guidance range going into the period primarily driven by larger than expected out parcel gains and lower corporate overhead expense that offset slightly weaker-than-anticipated NOI during the period. While impacted by a handful of unexpected items including real estate taxes property operating expenses and other ancillary income comp NOI did improve sequentially from the third quarter by 90 basis points. Once again it's worth mentioning that NOI performance from our Tier one and Open Air portfolio for the full year 2019 when neutralizing for the impact from Sears Bon Ton and Toys "R" Us and the first quarter inline bankruptcies would have been down less than 1% versus the negative 5.2% percent that we reported. In terms of our outlook we did introduce our 2020 FFO guidance within the range of $0.99 to $1.70 per diluted share.

The declines from 2019 FFO per share levels include nearly $0.08 from lower anticipated gains on the sale of out parcels in 2020 and a combined $0.06 of dilution from dispositions and loss NOI on our non-core assets from the full-year impact of the Perennial ground lease transaction and from less non-cash mark-to-market rent amortization. With respect to comp NOI guidance we're expecting performance in the range of up 0.5% to 1.5% from our Tier one and Open Air portfolio. We should point out that our NOI guidance does include a reserve of nearly 100 basis points for unexpected store closings and rent release. Finally while we're still tracking to the $10 million of the new NOI contribution from our existing redevelopment pipeline around $3 million of this is going to shift into 2021 based simply on timing. We should see sequential improvement in terms of NOI performance from the fourth quarter of last year to the first quarter of this year but we're still expecting negative growth for the quarter and then turning modestly positive the remainder of the year.

Consistent with our stated practice we did complete our annual reassessment of the property tiering within our portfolio we saw no changes in the prior classifications other than moving Westminster out of the core portfolio due to the major redevelopment now planned and under way on the site. In terms of department store disruption within our portfolio during 2020 we'll have two Macy's closings impacting our non-core properties that's Muncie and Seminole. A JC Penney will shut down at Southgate to make way for a new Scheel's All-Sports Store and Sears has announced closings of their stores at Orange Park Whitehall in northwards all of this activity has been appropriately factored into our 2020 budget and guidance. Finally in terms of our dividend we believe the reset level at an annual rate of $0.50 is appropriate based upon projected taxable income for the year. We should also point out that this is realistically the first year that we've had the ability to actually lower our dividend rate based upon past redistribution requirements of taxable income primarily driven by one-time gains and property give backs.

With that we'll now open the call to any of your questions. Thank you.

Questions and Answers:

Operator

[Operator Instructions] Your first question is from Christy McElroy with Citigroup. Your line is open.

Louis G. Conforti -- Chief Executive Officer and Director

Hey Christy.

Christy McElroy -- Citigroup -- Analyst

Hey thanks so much. Mark just wondering if I could revisit some of the the co-tenancy discussion that you were just talking about you had $14.8 million of impact in 2019 you talked about resolving 18 of the 25 department stores where you have control. Can you just sort of put all of that in context of what you're expecting for 2020 co-tenancy impact what's embedded in that same-store range what's the likelihood of some of that stuff getting cured in 2020 versus some of those tenants gaining kick out rights given but the length of the of the department store vacancies.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

Yeah. Christy. First of all just to clarify that that $14-$15 million of impact is a combination of co-tenancy and lost rents so when we pivot to the $10 million dollars and now it's closer to $7 million of contribution from redevelopment probably the bigger piece is the rent side of replacing the rents but there is some co-tenancy cures and we are expecting some improvement in co-tenancy but the bulk of it will shift probably into 2021 as the co-tenancy carriers are really back weighted to the second half of 2020 so I think the good news is we don't have a significant amount of reversal of co-tenancy in 2020 so what we will see and I think it just even Pivots to a nice growth opportunities.

Louis G. Conforti -- Chief Executive Officer and Director

And that's a great question. We still evidence we're still projecting a positive comp comparable NOI growth the most our most ardent task right now is in the hands of Erich Stehle and his team to deliver not only the boxes that Dan Scott is delivering but the what load of in-line space that is leasing and as sooner we get that online the sooner we mitigate the co-tenancy. Thank you.

Christy McElroy -- Citigroup -- Analyst

And how does that how does that work when you don't have control of the box. What is embedded in the leases when you don't have control where yeah.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

So the six. I mean it's five I think it might be six with six boxes within that 30 that we don't have control today five are open and operating Sears and other at the location we're making progress in terms of addressing the co-tenancy so that's just a matter of being opportunistic as well as I mean then you have plans for those five. we certainly want three I can name three of them back but just again thinking about and Dan. I'm sorry but think about what Dan Scott and his team have done. We've addressed I think 80% of our vacant box.

Louis G. Conforti -- Chief Executive Officer and Director

Yeah and specially on those boxes that we don't own we are always in talks and negotiations with the owner of the box evidenced by the fact that at the end of last year we bought the Elder Beerman box at a very good price.

Christy McElroy -- Citigroup -- Analyst

Okay and then just one last one on the dividend reset. It looks like the market likes it just maybe I understand the taxable income implications of why you couldn't do it before but maybe you could talk through some of the background of making that decision and some of the other factors that you were considering in that change?

Louis G. Conforti -- Chief Executive Officer and Director

It was the easiest and most logical and is common sensical decision that we have ever made collectively as a Board and senior management as again if we we have a fiduciary responsibility to be prudent allocators of capital and as well as lots of other things including operating a large portfolio and for us this if it was simple it was the right size and this was our first opportunity to do as such so there are things either obviously there is to increase incremental cash flow by $108 $110 million it was the absolute right thing to do and we are now beginning to deliver all of the foundational things that we said we were going to deliver.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

And I just want to emphasize I mean the reason why we haven't had the opportunity to do it. It was really driven primarily by some of these property dispositions transitions back to the servicer I think when we moved on from 17 assets that we are very thankful are not part of our portfolio because those would be the ones where there would be more challenging answers so that was the right decision then and now we're in a position where we can make the right decision to that.

Louis G. Conforti -- Chief Executive Officer and Director

Right do the mini-math on the number of anchors. If each one of those 17 had 2-1/2 to three anchors and they were by definition our crappiest assets think about the co-tenancy we would not be in this position today to really deliver all the things that we've said we were going to do.

Christy McElroy -- Citigroup -- Analyst

Makes sense. We'll see you next weekend. Thank you.

Louis G. Conforti -- Chief Executive Officer and Director

Thank you Christy.

Operator

Your next question is from Ki Bin Kim with SunTrust. Your line is open.

Ki Bin Kim -- SunTrust -- Analyst

Thanks and good morning. Just to follow up on Christy's question so why 50% how did you come to that number. Why not more why not more stock dividends versus cash. How do you think through all those things?

Louis G. Conforti -- Chief Executive Officer and Director

I mean I dart forward with a little bit of analytical and a little bit of CAPM qualitative and quantitative. No it was the it was the right amount we look at our surplus cash flow we looked at what it prospectively should be and obviously we looked at our capital needs in conjunction with the healthy room when we have in our financial covenants and...

Mark E. Yale -- Executive Vice President and Chief Financial Officer

But the taxable income requirement it can be paid out of stock dividends right and the reason I asked that is because I'm happy you guys cut it but even based on your own projections in your press release the land sales and things like that are helping you cover for the capex and the redevelopment...

Ki Bin Kim -- SunTrust -- Analyst

But keeping we have $36 million chart we have $36 million of surplus cash flow our company and every company and practically every sector has a recurring dispositions and what are we saying is we're going to do $20 million a year of dispositions we have plenty of cash it's kind of a..

Mark E. Yale -- Executive Vice President and Chief Financial Officer

I was just going to say Ki Bin too I mean we're laying out I think we're proving the ability to ensure we have the liquidity to fund our redevelopment pipeline we're stabilizing our cash flows and when you talk about stock dividend yes you don't dilute our shareholders interest ownership interest but you are diluting the value of what they own. I mean just think about the issue of these shares it's incredibly dilutive on a per share basis and if your multiple stays the same all of a sudden you got a lower share price so there is a cost so we're always looking out for what's best for our shareholders. There is a significant cost associated with that stock dividend and we have a path forward in terms of our allocating capital and as Lou said reducing the dividend to where we did was absolutely the right decision a pretty straightforward decision and I think it positions ourselves where we can move forward and in essence self-fund our redevelopment pipeline which is ultimately the way we're going to deliver long-term value to our shareholders is proving out our portfolio and we're doing it every day.

Ki Bin Kim -- SunTrust -- Analyst

Okay and redevelopment you guys announced on Clay Terrace is it kind of prototypical redevelopment where you have some NOI coming offline then you'll get that back and then some later or is this more accretive near-term.

Louis G. Conforti -- Chief Executive Officer and Director

Ki Bin I was the champing at the bit that someone would ask that and and the Segway is so Mark spoke about department store disruption and we've talked about that and the fundamental reality and this is what unless you are in the trenches working your behinds up every single day the world isn't linear and clear-cut i.e. I'm going to give you three assets and these are pretty kind of sort of random assets so we impact on Clay Terrace Southgate and Southern Park the NOI impact by us doing great things not me but Josh and Dan and Eric and everyone else at WPG delivering this stuff is about $1.9 million-$2 million bucks of NOI which is about 50 60 basis points 50 basis points of comparable NOI growth. So of course this is curation.

This is moving and we were just in meetings and I Josh is going to give me the evil eye if I mention but this is moving ex-tenant to accommodate this tenant after after Dan brings in a shield to Southgate which does on average order that started to do on average $35 million bucks a year this is this isn't as methodical as Acme tenant leaves Acme tenant the subsequent tenant is replaced I get a 1.72% same-store NOI growth this is an operating business. Great question! so to me and as we've said this before I want everything upward into the right I think statistically it is called heteroscedastic I want everything upward into the right we have changed the composition of these assets and working we were up 6% leasing volume year-over-year and are we going to lose a little income while we're again while Josh and Dan and team and Lauren and Amy and everybody are working their magic of course but guess what it's all coming it is going to be coming online and these assets are now the dominant town centers so thank you for I'm sorry I gave you that but thank you for the question. No one gets the fact that this is moving pieces around.

Ki Bin Kim -- SunTrust -- Analyst

Thank you.

Louis G. Conforti -- Chief Executive Officer and Director

Thank you.

Operator

Your next question is from Vince Tibone with Green Street Advisors. Your line is open.

Vince Tibone -- Green Street Advisors -- Analyst

Hi good morning.

Louis G. Conforti -- Chief Executive Officer and Director

Hey.

Vince Tibone -- Green Street Advisors -- Analyst

Could you talk about some of the factors that led the fourth quarter results to come in a lot weaker than you expected. I mean I think last quarter guidance.

Louis G. Conforti -- Chief Executive Officer and Director

Did you just hear what we said listen to what we just said.

Vince Tibone -- Green Street Advisors -- Analyst

What changed over the past 90 days may be. If you can just talk about that because I understand the nuances here but what I guess what changed over since last quarter.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

We said we would be down for the year 4% or so so yes I mean we did fall a bit short in terms of where we plan to come in in terms of the fourth quarter. It was really three three areas one was just property taxes we had assumed some savings that did not materialize some of that is timing to help us into 2020 property operating expenses you're talking about $1 million on a large base and just some ins and outs there some things that we dealt with and then just ancillary income just some odds and ends and when you're talking about $3 million or $4 million that moves it and you're talking about a significant base. What I can tell you is those items were all appropriately factored in either one time in nature or had already been factored into our plan for 2020 and does not change our outlook for these properties and we're going to have some ins and outs from time to time but none of this was the types of items that all of a sudden we're looking at our growth potential or looking at our properties in a different way.

Vince Tibone -- Green Street Advisors -- Analyst

Okay got it and maybe just shifting gears could you talk a little bit about the refinancing plan for the $250 million bond that matures in April like what I guess you are going to put it on the line temporarily or look to get some longer term term loans are potentially tap the bond market just some of your thought process there.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

We're going to we're going to put it on the line and we're comfortable as we laid out with the dividend reset looking at non-core sales that will be comfortable that will have ample capacity on the credit facility to move forward and then you know as we've always talked about I mean we'll continue to look for ways to smartly delever and enhance our liquidity but as we look to this year and with the dividend said and all of a sudden having $65 million worth of free cash flow and the ability when you talk about almost 100 assets that we have when we look out beyond just 2020 I mean we're talking about $20 million of non-core asset sales that really lays out a plan where we can cover our adaptive reuse and we actually have dollars to spend smartly elsewhere in the portfolio so we as we mentioned in the prepared remarks are comfortable with where we are from a liquidity and a leverage perspective to move forward here.

Vince Tibone -- Green Street Advisors -- Analyst

That makes sense and then so once you do the once you put the bond on the line is there any what's the remaining borrowing capacity you expect to be on that is it would it be the full size of the line of credit or are there any potential covenants that would maybe restrict you from borrowing less.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

I mean we're basically swapping out capacity on our credit facility for an existing liability so that has no impact and as we mentioned that we are in compliance with our covenants at the end of the year and based upon what we are aware of today our forecast and our guidance we are comfortable that we will have no covenant issues in 2020 and as I also mentioned that we will have the remaining capacity on the credit facility will be ample for us to continue to move forward and execute our business plan.

Louis G. Conforti -- Chief Executive Officer and Director

Think about what Mark has prudently and with some artistry what he has done in an extraordinary in an extraordinary period. 56% of our total NOI is unencumbered and we provided within the supplemental we have our the financial covenants and look at the coverage ratios. Look at the coverage ratios and compare them against others and another thing I'll point out is and Lou stole my thunder a little bit but the unencumbered multiple speakers we have close to $100 million of unencumbered NOI in or Open Air portfolio. If you're worried about our access to liquidity we can go ahead and get we can get third-party financing tomorrow on a majority of those assets so we don't to.

Vince Tibone -- Green Street Advisors -- Analyst

It's a great point.

Mark E. Yale -- Executive Vice President and Chief Financial Officer

Okay. Thank you.

Operator

[Operator Closing Remarks].

Duration: 34 minutes

Call participants:

Lisa Indest Executive -- Executive Vice President, Finance and Chief Accounting Officer

Louis G. Conforti -- Chief Executive Officer and Director

Mark E. Yale -- Executive Vice President and Chief Financial Officer

Christy McElroy -- Citigroup -- Analyst

Ki Bin Kim -- SunTrust -- Analyst

Vince Tibone -- Green Street Advisors -- Analyst

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