Retail Opportunity Investments Corp.

Welcome to Retail Opportunity Investments 2023 Fourth Quarter and Year-End Conference Call. Participants are currently in a listen-only mode. Following the company's prepared remarks, the call will be opened up for questions. Now, I'd like to introduce Laurence Severa, the company's Chief Accounting Officer. Please begin.

Thank you. Before we begin, please note that certain matters which we will discuss on today's call are forward-looking statements within the meeting of federal securities laws. These forward-looking statements involve risks and other factors which can cause actual results to differ significantly from future results that are expressed or implied by such forward-looking statements. Participants should refer to the company's filings with the SEC, including our most recent annual report on Form 10-K, to learn more about these risks and other factors. In addition, we will be discussing certain non-GAAP financial results on today's call. Reconciliation of these non-GAAP financial results to GAAP results can be found in the company's quarterly supplemental, which is posted on our website. Now, I'll turn the call over to Stuart Tans, the company's Chief Executive Officer. Stuart?

Thank you, Lauren, and good day, everyone. Here with Lauren and me today is Michael Haynes, our Chief Financial Officer, and Rich Chauvel, our Chief Operating Officer. Notwithstanding 2023 having been a year of extraordinary challenges for certain commercial real estate asset classes and certain CBD markets across the country, in distinct contrast, the long-term core drivers of the grocery-anchored sector remain fundamentally sound. especially as it relates to our portfolio in highly protected, sought-after West Coast markets. Capitalizing on the strong fundamentals, we achieved a number of new leasing records and milestones for the company. For the 14th consecutive year, we leased essentially double the amount of space that was originally scheduled to mature. Specifically, in 2023, we leased over 1.7 million square feet, achieving a new record for the company in terms of overall leasing activity. Additionally, we again achieved releasing rent growth for a record 11th consecutive year, including 11 years in a row of achieving double-digit growth on same-space new leases. Importantly, we worked at strategically renewing early a number of key valued anchor tenants, including longstanding grocer tenants. By doing so, we enhanced the long-term strength and stability of ROIC's core anchor income stream well into the future. We also continued to implement our longstanding strategy of proactively enhancing the tenant mix across our portfolio through seeking out opportunities to recapture early and release select spaces. Going forward, this will only serve to enhance the strength of our tenant base and appeal of our properties. It will also serve to grow our income stream, having achieved higher releasing rents. In terms of acquisitions, in light of the considerable uncertainty in commercial real estate during 2023, the West Coast acquisition market sat essentially idle through much of the year. While it was sitting idle, we continued to maintain an active dialogue with our longstanding off-market sources in order to be in a strong position to capitalize on unique opportunities when the market began to pick up again. To that end, during the closing months of 2023, certain private owners started to become more active in seeking to transact. Capitalizing on this, in December, we acquired an excellent neighborhood grocery-anchored shopping center that we had our eye on for some time. The property is located in the Los Angeles market in a densely populated, mature, diverse community. The center is anchored by a well-established supermarket that is a longtime national tenant of ours. The seller was a private owner that was in need of a closing before year end. Given our knowledge of the market together with our knowledge of the property and tenant roster, we were in a strong position to facilitate an efficient closing and in return achieved attractive pricing including a cap rate in the high sixes for what is irreplaceable sought-after real estate. Looking ahead, based on what we're currently seeing, market activity for acquisitions could resume on the West Coast in 2024, potentially in earnest. Turning to our balance sheet, during 2023, we worked diligently to enhance our long-term financial strength. and profile through implementing a number of strategic capital market initiatives, including reentering the public bond market, balancing our debt maturity schedule, while also reducing our floating rate debt and extending our credit line maturity, as well as raising a bit of equity in connection with the acquisition. Now, I'll turn the call over to Michael Haynes, our CFO, to take you through the details of our balance sheet initiatives, as well as our financial results for 2023 and initial guidance for 2024. Mike? Thanks, Stuart.

Starting with our financial results, for the year end of 2023, total revenues reached a new record high of $328 million. Offsetting record revenues, interest expense during 2023 increased notably as a result of higher interest rates. In terms of net income, for the year 2023, GAAP net income attributable to common shareholders totaled $35 million or $0.27 per diluted share. With respect to funds from operations, FFO for the year 2023 totaled $141 million, equating to $1.06 per share. Net operating income for 2023 on the same center comparative cash basis increased by 3.7% over 2022. According to our financing activities, during 2023, we raised, in total, approximately $363 million of capital. 350 million of which were raised in September through a public offering of unsecured senior notes. As Stuart noted, it was the first time raising capital in the public bond market in nearly a decade. Accordingly, we made a concerted effort to fully engage with the market, having discussions with a broad and diverse mix of investors, a number of which were new to the company. We utilized the proceeds from the offering to retire the 250 million of unsecured senior notes that matured in December. Additionally, we retired early 100 million in floating rate debt. Also, in the midst of the Fed's rate tightening, we swapped 150 million in floating rate debt to fixed rate. As such, at year end, just 9% of our total debt outstanding was effectively floating rate, down significantly from a year ago when our floating rate debt was 28% of our total debt outstanding. Along with proactively lowering our floating rate debt earlier in the year in light of the regional banking turmoil, we proactively extended the maturity of our credit line, sending a maturity date out to 2027, with the ability to extend it for an additional year to 2028. We also have the ability to double the capacity of the credit line from its current capacity of $600 million up to $1.2 billion. Additionally, in the context of what happened in the regional banking sector this past year, it's important enough that we just have two mortgages that together only total about $60 million. Looking ahead, come April, when one of the two loans mature, we will go down to only one mortgage remaining, In addition to lowering our floating rate and secured debt, during 2023, we continue to work on enhancing the company's financial ratios, including the company's net debt ratio. We ended the year with a net debt ratio of 6.2 times for the fourth quarter, which is the lowest that our net debt ratio has been dating back to 2014. Looking ahead, our debt maturity schedule is well-laddered over the next five years, with approximately $300 million maturing each year on average. Having now reestablished ROEC in the public bond market, our objective is to be a consistent annual issuer going forward. Looking at 2024, in addition to refinancing the senior notes that mature at the end of the year, we may also look to refinance our term loan and credit line borrowings with long-term fixed rate bonds, depending upon market conditions as the year progresses. With respect to equity capital, in light of the acquisition that Stuart discussed, in December we issued common stock through our ATM, raising approximately $13 million. In terms of guidance for 2024, we currently expect our core portfolio NMI will continue to grow, driven by a combination of contractual rent increases together with expected releasing rent growth. Additionally, as Stuart touched on, we are anticipating that the acquisition market will become active and favorable again. Accordingly, we currently expect to acquire between 100 to as much as 300 million of shopping centers' net of dispositions. To fund acquisitions, our guidance assumes that we will issue equity in step with the acquisition activity as we move through the year, with the goal of keeping our financial ratios intact as we grow our portfolio. Moderating our expected external and internal growth will be interest costs. Based on the bonds that we issued in 2023, together with our projected acquisition and refinancing activity, we currently expect that the company's interest expense will be in the $78 to $80 million range for 2024. Additionally, in terms of bad debt, our guidance assumes a range of $3 to $5 million although our current expectation is that it would be more towards the lower end based on the overall strength of our tenant base today. Taking into account all of these factors and other various assumptions, we have set our initial FFO guidance range for 2024 at $1.03 to $1.09 per diluted share. Now I'll turn the call over to Rich Schovel, our COO. Rich?

Thanks, Mike. As Stuart highlighted, 2023 proved to be one of our best years in terms of leasing. Demand for space across our portfolio continues to be consistently strong as a diverse mix of longstanding tenants, together with new concepts and businesses seeking to expand to the West Coast, continue to vie for space. These diverse businesses are predominantly destination-type tenants in the wellness, self-care, restaurant, service, and entertainment segments. Most important from our perspective, is their keen interest in leasing space at select shopping centers that are well located in diverse communities and have an established grocer as the core daily draw, which is exactly what our portfolio offers. Capitalizing on the demand, as Stuart highlighted, during 2023, we achieved a new record for the company, leasing over 1.7 million square feet in total. The bulk of our activity centered around renewing longstanding tenants. Specifically, We renewed approximately 1.3 million square feet during 2023, and over half of that involved renewing valued anchor tenants, including longstanding grocers, with a number of tenants coming to us early to renew, some by as much as over a year in advance of their lease maturities. In terms of new leasing activity, given the lack of available space across our portfolio and the modest amount of space that was scheduled to mature during 2023, We made a concerted effort to proactively recapture select spaces focusing on sought-after anchor and pad spaces, spaces that are well-suited for the type of businesses that are leading the demand. In total, we successfully executed upwards of 400,000 square feet of new leases, a good portion of which were with tenants new to our portfolio. In step with our renewal and new leasing activity, We again posted another solid year in terms of releasing rent growth, including a 7% increase on renewals and a 22% increase on same-space new leases. With respect to Rite Aid, as we discussed on our last call back in October, out of the 15 leases we had with Rite Aid across our portfolio, three of the stores closed in the fourth quarter, which is reflected in our portfolio lease rate, which was 97.7% at year end, We already have much of the space spoken for with new synergistic tenants that we are excited about, and we expect to achieve a notable increase in the average base rent. In terms of the remaining 12 leases with Rite Aid, all the stores continue to perform well, and Rite Aid has indicated that they intend to keep operating the stores and plan to implement new merchandising and operational strategies aimed at enhancing their performance going forward. As 2024 is getting underway, demand for space continues to be strong across our portfolio such that we expect to have another solid year. In terms of occupancy, we expect to maintain our overall portfolio lease rate in the 97 to 98% range as we move through the year. In terms of lease rollover, specifically anchor lease maturities, at the start of 2024, we had seven anchor leases scheduled to mature during the year totaling 281,000 square feet. Three of the seven have already renewed their lease, and we currently expect another two will renew as well. As to the remaining two anchor leases scheduled to mature, one is with Rite Aid, which is one of the 12 stores that they intend to keep operating. We're currently in the process of amending their lease to extend it for another five years. With respect to the other anchor lease, We are in the process of releasing the space and are currently in discussion with several national destination entertainment businesses that will be a terrific added draw to our property. Additionally, we expect to achieve a substantial increase in base rent over the prior tenant's rent. Looking out further at 2025, we currently have 22 anchor leases scheduled to mature. Based on our early proactive discussions with these tenants, we currently expect that 21 of the 22 anchors will renew. the bulk of which we expect will renew early as we move through 2024. The remaining anchor lease is one of the 12 leases with Rite Aid that we are currently in the process of extending the lease term. Lastly, in terms of non-anchor space maturing in 2024, at the start of the year we had 484,000 square feet of shop space scheduled to mature. Similar to our anchor releasing activity, We are already hard at work and having good success at renewing and releasing the space. Additionally, we are also proactively pursuing recapture opportunities and expect to have another productive year as we did in 2023. Now I'll turn the call back over to Stuart.

Thanks, Rich. Our ability to post another strong year of leasing underscores the resiliency and competitive strength of our grocery-anchored portfolio and the intrinsic value of our operating platform's singular West Coast focus. To echo Rich, looking ahead, we expect to have another strong and productive year in 2024. In terms of same center net operating income, We fully expect to continue growing our NOI in 2024. However, on a cash basis, the growth rate for this year will be moderated as a result of Rite Aid stores that close in the fourth quarter and the anchor lease that Rich mentioned. While we are already close to having new tenants lined up for the spaces at significantly higher rents on average, there will be downtime as we get the new tenants in place. which is reflected in our same center NOI guidance growth rate for 2024. Once the new tenants are in place, together with what we expect to be another strong year of leasing in 2024, looking out further at 2025, we currently expect that same center NOI growth will be in line with our historical growth rate in the 3% to 4% range, if not better. In terms of acquisitions, as 2024 is getting underway, we currently have close to 100 million of off-market transactions in our pipeline, all of which is truly irreplaceable real estate in the heart of densely populated, sought-after communities. While the transactions are not yet finalized, we currently expect that the potential pricing on a blended basis will be comparable to our fourth quarter acquisition. Safe to say, we are excited about these opportunities and look forward to growing our portfolio in 2024 and continuing to build long-term value. Now, we will open up the call for your questions. Operator?

Thank you. To ask a question, you'll need to press star 11 on your telephone. To withdraw your question, please press star 11 again. Please wait for your name to be announced. Please stand by while we compile the Q&A roster. One moment for our first question. Our first question comes from the line of Jeffrey Spector with Bank of America Securities. Your line is now open.

Good morning, Jeff.

Good morning. This is Lizzy on for Jeff, actually, Lizzy Dwight. Hi, Lizzy. Hi there. So I guess just starting with going back to the rationale around issuing equity in the quarter and then putting out guidance for the year, could we just maybe get some more color around expectations of cost and kind of why that range is a bit wider you know, presumably or it looks like that that would be diluted kind of depending on your view of NAV, but just wanted to get some more color around the plans to issue equity.

Sure. Well, look, in terms of the fourth quarter, we issued the stock specifically to finance the acquisition on a balance sheet neutral basis. and to maintain our financial ratios. Based on the cash cap rate and the FFO yield on the acquisition, the transaction is accretive with good growth opportunities going forward. Looking forward, obviously, it's going to be a function of cap rates in terms of where we're acquiring any future assets and the price of our stock.

Okay, great. And I guess just to follow up, Where are you seeing cap rates for the centers you're interested in trend today? Have we seen more of a compression there since maybe we last touched on this in October, November? Thanks.

Sure. Look, there's very little activity in the market, so it's very tough to pin a cap rates in this market because they, depending on the asset and depending on the growth profile, cap rates continue to sort of move around. But going forward, we're expecting with what we see in our pipeline in terms of the off market opportunities, that cap rate again in the mid sixes or even a bit higher.

Okay, great. And then separately, just wanted to touch on your same-store NOI outlook. And can we clarify what the exact step-ups are to that 1% to 2% range? Is most of the drag really from the downtime associated with backfilling spaces that were lost? If there's any more color you can add on the building blocks to that range, which implies a deceleration from last year's growth, that would be great.

Sure. It's purely a function of the three Rite-Aids that we mentioned back on our last call and what Rich was good enough to articulate today. along with one other anchor tenant that is vacating or has vacated at the end of January. Those are really the building blocks to our same store and OI. The good news is that we're making some very good momentum in releasing those spaces. And as I said in the closing sort of part of my presentation, we're expecting most of that to be leased in the next, let's call it, know first quarter early second quarter and we'll see the the positive impact of that as we move through the balance of the year and into 25. okay thank you thank you one moment for our next question our next question comes from the line of dory keston with wells fargo securities your line is now open good morning hey

Back to the net acquisition guide, I guess I understand that you have $100 million in the pipeline today. What gives you confidence in the $100 to $300? Are you rather close to having an LOI on the $100?

I think we've been hard at work over the last several quarters in terms of reconnecting with what I would call our pipeline of sellers and we are seeing some of these sellers come under pressure as it relates to debt coming due. So we're feeling pretty good about really going out and finding, you know, very high quality assets at compelling prices. So as we sit here today, you know, look, we, you know, we do have some exciting, you know, opportunities ahead of us. Obviously, we're still in the due diligence stage in terms of buying these assets, but we're feeling very comfortable sitting here today that we'll be able to achieve certainly that lower end of our guns.

Okay. And I believe on the Q3 call, you were talking about potential acquisitions funded with OP units. Are these these that you're referring to or were those other ones?

No, those opportunities are at our doorstep as well right now. And obviously that equity, if we end up doing these transactions, will be at a much higher price than where our stock is currently trading.

Okay. And last question. In your interest expense guide for the year, what assumptions are embedded for refinancing swaps, paying down with cash?

Well, the guidance is going to take into account refinancing the 24 bonds later in the year. It's really kind of tied to the forward yield curve.

That's the best thing we can use to model that interest cost out. And in terms of cash flow, Mike?

Well, free cash flow, you know, whether we use it to pay down debt or fund acquisitions, is about $20 to $30 million, depending on actual capex costs and interest costs through the year.

Thank you. Our next question comes from the line of Juan Sanabria with BMO Capital Markets. Your line is now open.

Hi, good morning. Good morning.

Just hoping you could talk a little bit about the builder commenced occupancy and how we should expect that to trend over 24. I'm not sure if all the right stuff is in the base as a starting point for the year or if you expect to see seasonal dip in the first quarter, but if you could just give us a sense of the trend for the year and how we should expect the year to end, that would be great from a billed occupancy perspective.

Sure. Well, we're still making very good progress on getting the rents commenced, but as you know, as we're commencing rents, we're adding new uncommenced rents to the bucket, and with the Rite Aid and the other anchor space we spoke of. It will take some time to refit those spaces, but we expect that we will continue to bring on the rent consistent with our historic averages.

Okay, but it sounds like the one anchor, the Rite Aid, the couple closures are in the face to start the year, thinking about where you ended last year. And then you have one more anchor closure. Is that kind of all the meaningful declines or negative impacts we should be factoring in for the year, absent some kind of random puts and takes here and there?

Yes.

Okay, great. And then just curious, any update on the assets where you guys are pursuing entitlements and and kind of the processes there, and what, if anything, is assumed in guidance with starts or modernizations of that value creation?

Well, in terms of the crossroads, you know, we are getting to the end in terms of the permitting process. But given the current market environment, we plan to sort of sit tight for the time being in terms of breaking ground. We did, during the fourth quarter, finally get full entitlements in Nevada. So both the other two projects are at this point are fully entitled, and we are engaged with a series of builders and or buyers in the market right now to potentially sell these assets. However, you know, the multifamily market right now is still in what I would call in a sort of a stalled stage in terms of transacting. And my personal opinion is that as we move through the year, if we can get some cap rate compression in the multifamily business, then there's a good chance that we'll be able to transact on these properties.

Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Todd Thomas with KeyBank Capital Markets. Your line is now open.

Good morning, Todd. Good morning. How are you? Good. A couple of questions. First, the additional anchor vacancy that you mentioned, I'm just curious how much occupancy that might represent, if you can share that. I'm just curious how much lower occupancy may go before bottoming out here so we can just think about the trajectory of occupancy and maybe help us understand the trajectory of same-store and OI growth a little bit throughout the year. And then, Rich, can you talk about the potential mark-to-market on that space and the Rite-Aids that you've discussed recapturing and releasing?

Sure. In terms of the occupancy hit, it really won't have a significant impact, and we're still comfortable with maintaining the 97% to 98% range throughout the year. The mark-to-market on that one anchor space, it could be very significant. It's a very low single-digit rent. So we're expecting a big spread there.

And then on the Rite-Aids, on a blended basis, it's going to be a very nice increase as well. Okay.

Is there any additional impact from Rite-Aids at all assumed in the guidance? It didn't sound like it, but just curious as things are still ongoing over there, just curious if you have any additional assumptions at all embedded in guidance either around space being recaptured or potential lease negotiations.

Well, we're really finished when I say finished. We are. We have gone through and spent a lot of time with Rite Aid over the last several months, and at this point we're just waiting to have these leases confirmed through the bankruptcy process. Anything can happen, as we know, as we get through the process, but we feel very comfortable. We sit today that if things continue to go well and the Rite Aid comes out of bankruptcy, the extent of what we've articulated today in terms of what we've seen in vacancy will remain where it is.

Okay. And then just shifting over to the acquisitions and the guidance there, I guess as it pertains to the funding and the equity issuance that's assumed alongside the investments, the range that you've provided, how price sensitive are you to the stock price as you kind of look ahead here with the growing pipeline of deals that you're seeing?

Sure. Well, look, we are very sensitive to price. But again, we feel pretty good looking at the pipeline in terms of possible accretion in terms of if we decide to issue equity, we'll be, you know, I think we'll again, we'll be a function of the pricing of where we're buying these assets and the price of our stock. But certainly, you know, we'll monitor things as we move along, both in terms of timing and in terms of

uh in terms of issuing equity if we decide to go that route as it relates to issuing that equity okay at the midpoint of the guidance i guess for for acquisitions for equity issuance i mean how much accretion you know is built into the the guidance that you're you know anticipating from you know this this investment activity and and you know i guess um you know, the capital raising activity alongside that on a leverage neutral basis, just with where the company's blended cost of capital is today, you know, equity debt also in the, you know, sort of mid to high 6% range. You know, I'm just wondering how much accretion that you're anticipating or what's embedded in the guidance.

Hey, Todd. It's Mike. So, you know, looking at the low and the high end, on the low end, if we acquire about $100 million, we're expecting that to add about a penny, one cent. And on the high end, it would be about three. So, at the midpoint, if you do $200 million, it's going to be two cents. That's just kind of ballparking, you know, the use of the equity and debt to buy those acquisitions.

Okay. All right. That's helpful. You know, one last one, Mike. You know, on the interest expense, question uh from earlier though that is tied to the acquisitions right and you're assuming about um i guess 40 percent um debt financing you know or really maybe 30 or 35 percent assuming you reinvest your free cash flow into acquisition so um if you do not acquire assets the interest expense would be would be below the guidance range right

Presumably, yes. That's correct. And then we also have the refinancing activities we have to do, and that's going to be depending on where the yield curve is as we move through the year. Obviously, we had the hiccup earlier this week with the CPI, but we'll see where the 10-year treasury goes as we move through the year.

Okay. But the debt portion of the acquisition activity that you'll be funding, that you're assuming is being funded on the line? Correct.

okay got it thank you thank you one moment for our next question please our next question comes from the line of Paulina Rojas with Green Street the line is now open good morning good morning and last time we we spoke I think we we talked about one of the right aid and leases being rejected and the other two being in a sale process. So I'm curious why weren't those leases acquired if they had meaningful mark-to-market? And I wonder if it's because of the term, if they have little term left.

Sure. Those two locations, you're right, were offered for sale by Rite Aid. But, you know, the feedback we received from Rite Aid was that they were not willing to pay the dead rent, you know, the administrative rent that's required to be paid on those locations. So if people didn't step up immediately and agree to pay that dead rent, even while they were doing due diligence, they were just moving forward with rejecting those leases. So that was sort of their strategy out of the gate. And those two locations, no one jumped fast enough. However, you know, as we touched on, there is a good mark to market on those leases.

And we have had very strong interest in the spaces.

Thank you. My other question is the Kroger-Albertsons merger is a risk. right? And it's potentially weighing on your stock as well. So is there anything you can do today proactively to prepare for the consequences of this merger? But it could have not immediately, but in the medium term, or you're really, there is not much you can do today. You're putting the topic to rest until there are more news.

Yeah, look, I mean, we've been analyzing this transaction internally now for almost two years, but You know, look, we continue to communicate, you know, a lot with both Kroger and Albertsons and conduct business as usual, including renewing leases. And, you know, their discussions, they have ongoing discussions, as we all know, with the government. So they're not yet in a position to disclose what specific stores will be sold as part of the merger. And we haven't spoken to CNS as well. um so there's not much more i can sort of tell you as it relates to your question i mean we're all waiting at this point and uh you know we we do think the outcome of this will not have much impact in terms of roic how do you assess the the appetite for of other grocers for for the space Very strong, extremely strong. We've had a series of LOIs already come in for a number, not a number, but some locations on the assumption that CNS may take one or two of these locations. But again, there's nothing we can do at this point until there's more clarity.

Thank you. Thank you. One moment for our next question, please. Our next question comes from the line of Michael Mueller with JP Morgan. Your line is now open.

Good morning, Mike. Hi. Hey. Hello there. A lot of stuff's been answered, but maybe one thing, and I apologize if this was addressed in the first part of the call, but what's the biggest thing that you would say that has changed as it relates to acquisitions where you're coming off of 2023, but now you have pretty good expectations for 2024? When you're talking to

sellers i mean what do they point to it gives you better confidence um i think what's changed out there mike is that a lot of sellers were on the sidelines in 23 um but as you know mortgages are coming due uh as redemptions are coming in from the institutional community we seem to be making very good headway in terms of these conversations and more importantly sort of finding what I would call very high-quality assets at compelling prices. So it's really the market is beginning to change in terms of some of these sellers coming to the realization that they've got to do something now rather than wait three months, six months, nine months as it relates to either debt coming due or to potentially, you know, move equity or to redeem some of the what's in queue in terms of cash, as you might say. But that's what we're sort of seeing out there. There's a bit of a change occurring. And for us, you know, we are certainly in some very productive conversations in terms of meeting the goals that we've set out to shareholders.

Got it. And then maybe take a shot at Juan's question in a different way here. If we're looking at the year-end build occupancy, it sounds like you're going to have a move out on the anchor side that'll pull it down a little bit. Where in 2024 or when in 2024 do you get to the point where build occupancy inflects and starts to kind of move back up?

I think it's going to be closer to the end of the year, you know, as we work through these leases and then also get commenced on all these, the leases that are currently in the pipeline.

Okay. Okay. Thank you.

Yep.

Thank you. One moment for our next question. Our next question comes from the line of Wesley Galladay with Baird. Your line is now open.

Good morning, Wes. Hey, good morning, Stuart. Just another follow up on that one anchor lease that you mentioned. I mean, it looks like you have clear runway outside of that one lease all the way to 2026. But for that anchor, you know, what percentage of the ABR do they represent? And how soon do you think you'll resign leases for that space? And when do you think the tenants will open for that?

Rich, it's a very little bit of our ABR.

I don't have the exact percentage here in front of me. Um, and, uh, you know, really where we're at now is we're trying to pick the best tenant for the space. Um, we have a lot of demand from a lot of different tenants. And, uh, you know, 1 of the factors we're taking into account is obviously the cost of getting them in at the time of getting the rent commenced. Um. So we, you know, we want to make sure we pick the right tenant and, you know, we see a lot of demand for the space and expect to have a very nice spread in the rent.

Yeah, the mark to market on that particular space is going to be quite good depending on what we end up doing. But the tenant's currently paying a modified triple net lease at about $6 a square foot.

Okay, fantastic. You did mention entertainment. You mentioned it would be an entertainment concept. Should we expect an uptick in tenant improvements there?

Yeah, and that's what we're taking into account as we speak is, yes, some of these entertainment uses will cost a little bit more to refit the space, converting it from retail, but they're also the highest rent payers. So we're balancing all of those factors.

Yeah, fair point. And then lastly, just on the acquisitions, the stock's sitting at $13 a share today, a little north of a seven cap, depending on whose numbers you're using. How sensitive are you at these levels to pursue this external growth?

We're sensitive.

I mean, when I say that, obviously, we realize where our cost of capital is, and we want to be smart in terms of buying and concurring with buying assets, raising equity in terms of our balance sheets. So we're watching, obviously, the price, you know, and like everyone else. But, you know, we feel pretty good in terms of, you know, where these assets are going to end up in terms of cap rates and our FFO yield on these assets. So we'll see how things progress as we move through the year.

And then on an equality perspective, where would you rank these assets if you were to acquire them within the right portfolio?

These will be some of the highest quality assets that we have acquired in the last 10 to 13 years.

Got it. Thank you. Yep.

Thank you. One moment for our next question. And our next question comes from the line of Craig Mailman with Citi. Your line is now open.

Hey, guys. Good morning. Good morning. A couple quick ones and then we'll have a big picture one. But just notice your amortization below and above market. Lease has kind of kicked up here relative to last year. What's driving that?

Are you talking about the actual for 23 or for 24's guidance?

The 24's guidance. The $14 million. I'm just trying to see. Is there anything sort of one-time in there?

Yes, there is. That's going to occur in the first quarter. It's related to the lease that Rich was referring to. When you do the original FAS 141 purchase price allocation, they assume that option periods are going to be exercised. And in this case, they weren't. So that below-market lease liability is going to be a one-time additive event in Q1.

Okay. How much of the $14 million is going to be in one queue?

I think I don't have the exact number in front of me. I want to say it's around $4 million.

So there's nothing really to write in that that's solely the anchor.

No, that's just that. Yeah, the rest of it's all the other leases just regularly amortizing down over time.

Perfect. And then on bad debt, is there anything specific related to Rite Aid or is that, you know, just your general kind of placeholder for this point in the year on the initial outlook?

It's just a general placeholder. Yeah, the bad debt in 24, the $3 million to $5 million range is our standard. And if there's anything relative to Rite Aid, it would be well within our budget.

Okay. And then circling back to acquisitions, more big picture here. Stuart, I think you just said, you know, if you can acquire some of these assets, it'd be the highest quality you've bought in the last 10 to 13 years. And you guys are kind of targeting high sixes. I'm just trying to get a sense, you know, I have you guys trading in the low sevens, depending on where you guys think NAV is today. I mean, are these private market trades just really indicative of where the price the market should be. And, you know, I know you guys have talked a lot about your stock being a little bit undervalued here, but does your ability to kind of break some of these loose and sellers getting more willing to transact at these levels, change your view at all of kind of your discount to NAV. And again, I know it's been brought up a lot on this call, your sensitivity to kind of issuing equity here to buy these. I'm just trying to get a sense of, you know, what's the real accretion here to NAV and, even though maybe you're getting a little bit of accretion here to earnings out of the gate?

Well, undervalued is an understatement in my humble opinion in terms of where the stock is trading. But, yeah, I mean, look, we will, you know, this is not a market indication in terms of where the market is or the market's going. These are transactions that are done principle to principle. uh and you know there's again there's typically a reason why we're getting better pricing um whether it's timing or other moving pieces um that's really what's driving uh the the transactions from our perspective so again this is not sort of a mark you know this isn't a mark in the market it's just You know, the ability, this is what we do best as a management team. I mean, we've been doing this for 30 years. We have acquired a number of, you know, of assets on the West Coast, and we have a pretty good idea what we're buying and the accretion we can get from these assets. I mean, not only do we think we will be buying them, hopefully, accretively as we close these transactions, but it's what comes afterwards that's more important in terms of growth. we're excited and we'll see how things go as we move through the year.

What do you think the growth profile of some of these assets is relative to your legacy portfolio?

What we're looking at is probably going to deliver probably a 3% internal growth, maybe a bit better. It just depends on on, you know, how we manage and how we lease. I mean, the one thing that we do well is we stay ahead of this tenant base. And we, as you have seen and heard many years, we were very proactive in terms of capturing what I would call the mark to market on the assets we own and we buy.

And not to belabor the point, because I know it's been addressed, but just as you guys think about the appropriate investment spread relative to your cost of capital, or at least what the You know, the minimum accretion you need is kind of where are you thinking these days? Is it 50 basis points? Is it 100? Kind of where's the minimum? Also take into account sort of that maybe longer term growth or other opportunities within the asset that you can unlock going forward.

Yeah, look, it's just a function of looking at the underlying, you know, leases and what we're getting from those leases as it relates to rollover or what we can potentially terminate and get a much higher mark to market on. So that internal growth is very important from our perspective. And, you know, every situation is different.

I don't know if you want to add anything to that, Rich. All right, great, thank you.

Thank you.

Thank you.

And our final question comes from the line of Linda Seib with Jefferies. Your line is now open.

Hi, thank you. Good morning, Linda. Good morning.

In 2023, bad debt was 3.4 million, and you have a 3 to 5 million bad debt expectation for 24. Can you just remind us how this compares to history?

I think I would take COVID out of that in terms of history.

I think we got probably initially a little bit conservatively. Our normal bad debt budget is 1.5% of total revenue. So we put, you know, some goalposts around that for guidance. 2023 might have been a little bit higher than our normal. But, you know, 3 to 5 million is just kind of a general range to see what happens at the tenant base over the year.

Got it. And then your occupancy is weighed down a little bit by Rite Aid, but presumably still pretty high on an absolute basis. Just generally, like, how are you feeling about the overall retailer environment as it relates to retailer demand versus store closures?

Yeah, retail demand continues to be very strong. As we've touched on a few times during the call, you know, when we do get a space back, there's typically multiple elements. And, you know, we see the tenant base on the West Coast buying for, you know, the product that we have, the Grocery Anchor product, still in very high demand.

I mean, the numbers this morning were very strong as it relates to the resiliency of our tenant base. Linda, you know, pharmacy was up almost seven, grocery was up three, restaurants were up six. I mean, these are very, very strong numbers in terms of what we're seeing so far in 24. So, We think certainly the grocery anchored segment of retail is going to hold up quite well.

Great. Thank you.

Thank you. I'm currently showing no further questions at this time. I'd like to turn the call back over to Mr. Stewart-Hans for closing remarks.

Great. In closing, thank you all for joining us today. As always, we appreciate your interest in ROIC. If you have any additional questions, please contact Lauren, Mike, Rich, or me directly. Also, you can find additional information in the company's quarterly supplemental package, which is posted on our website, as well as our 10-K. Thanks again, and have a great day, everyone.

This concludes today's conference call. Thank you for your participation. You may now disconnect. Everyone, have a wonderful day. you Thank you. you

you Bye.

Welcome to Retail Opportunity Investments 2023 Fourth Quarter and Year-End Conference Call. Participants are currently in a listen-only mode. Following the company's prepared remarks, the call will be opened up for questions. Now, I'd like to introduce Laurence Severa, the company's Chief Accounting Officer. Please begin.

Thank you. Before we begin, please note that certain matters which we will discuss on today's call are forward-looking statements within the meeting of federal securities laws. These forward-looking statements involve risks and other factors which can cause actual results to differ significantly from future results that are expressed or implied by such forward-looking statements. Participants should refer to the company's filings with the SEC, including our most recent annual report on Form 10-K, to learn more about these risks and other factors. In addition, we will be discussing certain non-GAAP financial results on today's call. Reconciliation of these non-GAAP financial results to GAAP results can be found in the company's quarterly supplemental, which is posted on our website. Now, I'll turn the call over to Stuart Tans, the company's Chief Executive Officer. Stuart?

Thank you, Lauren, and good day, everyone. Here with Lauren and me today is Michael Haynes, our Chief Financial Officer, and Rich Schoval, our Chief Operating Officer. Notwithstanding 2023 having been a year of extraordinary challenges for certain commercial real estate asset classes and certain CBD markets across the country, in distinct contrast, the long-term core drivers of the grocery-anchored sector remain fundamentally sound. especially as it relates to our portfolio in highly protected, sought-after West Coast markets. Capitalizing on the strong fundamentals, we achieved a number of new leasing records and milestones for the company. For the 14th consecutive year, we leased essentially double the amount of space that was originally scheduled to mature. Specifically, in 2023, we leased over 1.7 million square feet, achieving a new record for the company in terms of overall leasing activity. Additionally, we again achieved releasing rent growth for a record 11th consecutive year, including 11 years in a row of achieving double-digit growth on same-space new leases. Importantly, we worked at strategically renewing early a number of key valued anchor tenants, including longstanding grocer tenants. By doing so, we enhanced the long-term strength and stability of ROIC's core anchor income stream well into the future. We also continued to implement our longstanding strategy of proactively enhancing the tenant mix across our portfolio through seeking out opportunities to recapture early and release select spaces. Going forward, this will not only serve to enhance the strength of our tenant base and appeal of our properties, it will also serve to grow our income stream, having achieved higher releasing rents. In terms of acquisitions, in light of the considerable uncertainty in commercial real estate during 2023, the West Coast acquisition market sat essentially idle through much of the year. While it was sitting idle, we continued to maintain an active dialogue with our longstanding off-market sources in order to be in a strong position to capitalize on unique opportunities when the market began to pick up again. To that end, during the closing months of 2023, certain private owners started to become more active in seeking to transact. Capitalizing on this, in December, we acquired an excellent neighborhood grocery-anchored shopping center that we had our eye on for some time. The property is located in the Los Angeles market in a densely populated, mature, diverse community. The center is anchored by a well-established supermarket that is a longtime national tenant of ours. The seller was a private owner that was in need of a closing before year end. Given our knowledge of the market together with our knowledge of the property and tenant roster, we were in a strong position to facilitate an efficient closing and in return, achieved attractive pricing including a cap rate in the high sixes for what is irreplaceable sought-after real estate. Looking ahead, based on what we're currently seeing, market activity for acquisitions could resume on the West Coast in 2024, potentially in earnest. Turning to our balance sheet, during 2023, we worked diligently to enhance our long-term financial strength. and profile through implementing a number of strategic capital market initiatives, including reentering the public bond market, balancing our debt maturity schedule, while also reducing our floating rate debt and extending our credit line maturity, as well as raising a bit of equity in connection with the acquisition. Now, I'll turn the call over to Michael Haynes, our CFO, to take you through the details of our balance sheet initiatives, as well as our financial results for 2023 and initial guidance for 2024. Mike?

Thanks, Stuart. Starting with our financial results, for the year end of 2023, total revenues reached a new record high of $328 million. Offsetting record revenues, interest expense during 2023 increased notably as a result of higher interest rates. In terms of net income, for the year 2023, GAAP net income attributable to common shareholders totaled $35 million, or $0.27 per diluted share. With respect to funds from operations, FFO for the year 2023 totaled $141 million, equating to $1.06 per share. Net operating income for 2023 on the same center comparative cash basis increased by 3.7% over 2022. According to our financing activities, during 2023, we raised, in total, approximately $363 million of capital. 350 million of which were raised in September through a public offering of unsecured senior notes. As Stuart noted, it was the first time raising capital in the public bond market in nearly a decade. Accordingly, we made a concerted effort to fully engage with the market, having discussions with a broad and diverse mix of investors, a number of which were new to the company. We utilized the proceeds from the offering to retire the 250 million of unsecured senior notes that matured in December. Additionally, we retired early 100 million in floating rate debt. Also, in the midst of the Fed's rate tightening, we swapped 150 million in floating rate debt to fixed rate. As such, at year end, just 9% of our total debt outstanding was effectively floating rate, down significantly from a year ago when our floating rate debt was 28% of our total debt outstanding. Along with proactively lowering our floating rate debt earlier in the year in light of the regional banking turmoil, we proactively extended the maturity of our credit line, sending a maturity date out to 2027, with the ability to extend it for an additional year to 2028. We also have the ability to double the capacity of the credit line from its current capacity of $600 million up to $1.2 billion. Additionally, in the context of what happened in the regional banking sector this past year, it's important enough that we just have two mortgages that together only total about $60 million. Looking ahead, come April, when one of the two loans mature, we will be down to only one mortgage remaining, In addition to lowering our floating rate and secure debt, during 2023, we continue to work on enhancing the company's financial ratios, including the company's net debt ratio. We ended the year with a net debt ratio of 6.2 times for the fourth quarter, which is the lowest that our net debt ratio has been dating back to 2014. Looking ahead, our debt maturity schedule is well-laddered over the next five years, with approximately 300 million maturing each year on average. Having now reestablished ROEC in the public bond market, our objective is to be a consistent annual issuer going forward. Looking at 2024, in addition to refinancing the senior notes that mature at the end of the year, we may also look to refinance our term loan and credit line borrowings with long-term fixed rate bonds, depending upon market conditions as the year progresses. With respect to equity capital, in light of the acquisition that Stuart discussed, in December we issued common stock through our ATM, raising approximately $13 million. In terms of guidance for 2024, we currently expect our core portfolio NOI will continue to grow, driven by a combination of contractual rent increases together with expected releasing rent growth. Additionally, as Stuart touched on, we are anticipating that the acquisition market will become active and favorable again. Accordingly, we currently expect to acquire between 100 to as much as 300 million of shopping centers' net of dispositions. The fund acquisitions our guidance assumes that we will issue equity In step with the acquisition activity, as we move through the year, with the goal of keeping our financial ratios intact as we grow our portfolio. Moderating our expected external and internal growth will be interest costs. Based on the bonds that we issued in 2023, together with our projected acquisition and refinancing activity, we currently expect that the company's interest expense will be in the $78 to $80 million range for 2024. Additionally, in terms of bad debt, our guidance assumes a range of $3 to $5 million although our current expectation is that it would be more towards the lower end based on the overall strength of our tenant base today. Taking into account all of these factors and other various assumptions, we have set our initial FFO guidance range for 2024 at $1.03 to $1.09 per diluted share. Now I'll turn the call over to Rich Schovel, our COO. Rich?

Thanks, Mike. As Stuart highlighted, 2023 proved to be one of our best years in terms of leasing. Demand for space across our portfolio continues to be consistently strong as a diverse mix of longstanding tenants, together with new concepts and businesses seeking to expand to the West Coast, continue to vie for space. These diverse businesses are predominantly destination-type tenants in the wellness, self-care, restaurant, service, and entertainment segments. Most important from our perspective, is their keen interest in leasing space at select shopping centers that are well located in diverse communities and have an established grocer as the core daily draw, which is exactly what our portfolio offers. Capitalizing on the demand, as Stuart highlighted, during 2023, we achieved a new record for the company, leasing over 1.7 million square feet in total. The bulk of our activity centered around renewing longstanding tenants. Specifically, We renewed approximately 1.3 million square feet during 2023, and over half of that involved renewing valued anchor tenants, including longstanding grocers, with a number of tenants coming to us early to renew, some by as much as over a year in advance of their lease maturities. In terms of new leasing activity, given the lack of available space across our portfolio and the modest amount of space that was scheduled to mature during 2023, We made a concerted effort to proactively recapture select spaces focusing on sought-after anchor and pad spaces, spaces that are well-suited for the type of businesses that are leading the demand. In total, we successfully executed upwards of 400,000 square feet of new leases, a good portion of which were with tenants new to our portfolio. In step with our renewal and new leasing activity, We again posted another solid year in terms of releasing rent growth, including a 7% increase on renewals and a 22% increase on same-space new leases. With respect to Rite Aid, as we discussed on our last call back in October, out of the 15 leases we had with Rite Aid across our portfolio, three of the stores closed in the fourth quarter, which is reflected in our portfolio lease rate, which was 97.7% at year end. We already have much of the space spoken for with new synergistic tenants that we are excited about, and we expect to achieve a notable increase in the average base rent. In terms of the remaining 12 leases with Rite Aid, all the stores continue to perform well, and Rite Aid has indicated that they intend to keep operating the stores and plan to implement new merchandising and operational strategies aimed at enhancing their performance going forward. As 2024 is getting underway, demand for space continues to be strong across our portfolio such that we expect to have another solid year. In terms of occupancy, we expect to maintain our overall portfolio lease rate in the 97 to 98% range as we move through the year. In terms of lease rollover, specifically anchor lease maturities, at the start of 2024, we had seven anchor leases scheduled to mature during the year totaling 281,000 square feet. Three of the seven have already renewed their lease, and we currently expect another two will renew as well. As to the remaining two anchor leases scheduled to mature, one is with Rite Aid, which is one of the 12 stores that they intend to keep operating. We're currently in the process of amending their lease to extend it for another five years. With respect to the other anchor lease, We are in the process of releasing the space and are currently in discussion with several national destination entertainment businesses that will be a terrific added draw to our property. Additionally, we expect to achieve a substantial increase in base rent over the prior tenant's rent. Looking out further at 2025, we currently have 22 anchor leases scheduled to mature. Based on our early proactive discussions with these tenants, we currently expect that 21 of the 22 anchors will renew. the bulk of which we expect will renew early as we move through 2024. The remaining anchor lease is one of the 12 leases with Rite Aid that we are currently in the process of extending the lease term. Lastly, in terms of non-anchor space maturing in 2024, at the start of the year we had 484,000 square feet of shop space scheduled to mature. Similar to our anchor releasing activity, We are already hard at work and having good success at renewing and releasing the space. Additionally, we are also proactively pursuing recapture opportunities and expect to have another productive year as we did in 2023. Now I'll turn the call back over to Stuart.

Thanks, Rich. Our ability to post another strong year of leasing underscores the resiliency and competitive strength of our grocery-anchored portfolio and the intrinsic value of our operating platform's singular West Coast focus. To echo Rich, looking ahead, we expect to have another strong and productive year in 2024. In terms of same center net operating income, We fully expect to continue growing our NOI in 2024. However, on a cash basis, the growth rate for this year will be moderated as a result of Rite Aid stores that close in the fourth quarter and the anchor lease that Rich mentioned. While we are already close to having new tenants lined up for the spaces at significantly higher rents on average, there will be downtime as we get the new tenants in place. which is reflected in our same center NOI guidance growth rate for 2024. Once the new tenants are in place, together with what we expect to be another strong year of leasing in 2024, looking out further at 2025, we currently expect that same center NOI growth will be in line with our historical growth rate in the 3 to 4% range, if not better. In terms of acquisitions, as 2024 is getting underway, we currently have close to 100 million of off-market transactions in our pipeline, all of which is truly irreplaceable real estate in the heart of densely populated, sought-after communities. While the transactions are not yet finalized, we currently expect that the potential pricing on a blended basis will be comparable to our fourth quarter acquisition. Safe to say, we are excited about these opportunities and look forward to growing our portfolio in 2024 and continuing to build long-term value. Now, we will open up the call for your questions. Operator?

Thank you. To ask a question, you'll need to press star 11 on your telephone. To withdraw your question, please press star 11 again. Please wait for your name to be announced. Please stand by while we compile the Q&A roster. One moment for our first question. Our first question comes from the line of Jeffrey Spector with Bank of America Securities. Your line is now open.

Good morning, Jeff.

Good morning. This is Lizzy on for Jeff, actually, Lizzy Dwight. Hello, Lizzy. Hi there. So I guess just starting with going back to the rationale around issuing equity in the quarter and then putting out guidance for the year, could we just maybe get some more color around expectations of cost and kind of why that range is a bit wider you know, presumably or it looks like that that would be diluted kind of depending on your view of NAV, but just wanted to get some more color around the plans to issue equity.

Sure. Well, look, in terms of the fourth quarter, we issued the stock specifically to finance the acquisition on a balance sheet neutral basis. and to maintain our financial ratios. Based on the cash cap rate and the FFO yield on the acquisition, the transaction is accretive with good growth opportunities going forward. Looking forward, obviously, it's going to be a function of cap rates in terms of where we're acquiring any future assets and the price of our stock.

Okay, great. And I guess just to follow up, Where are you seeing cap rates for the centers you're interested in trend today? Have we seen more of a compression there since maybe we last touched on this in October, November? Thanks.

Sure. Look, there's very little activity in the market, so it's very tough to pin of cap rates in this market because depending on the asset and depending on the growth profile, cap rates continue to sort of move around. But going forward, we're expecting with what we see in our pipeline in terms of the off-market opportunities, that cap rate again in the mid-sixes or even a bit higher.

Okay, great. And then separately, just wanted to touch on your same-store NOI outlook. And can we clarify what the exact step-ups are to that 1% to 2% range? Is most of the drag really from the downtime associated with backfilling spaces that were lost? If there's any more color you can add on the building blocks to that range, which implies a deceleration from last year's growth, that would be great.

Sure. It's purely a function of the three Rite-Aids that we mentioned back on our last call and what Rich was good enough to articulate today. along with one other anchor tenant that is vacating or has vacated at the end of January. Those are really the building blocks to our same store and OI. The good news is that we're making some very good momentum in releasing those spaces. And as I said in the closing sort of part of my presentation, we're expecting most of that to be leased in the next, let's call it, you know, first quarter, early second quarter.

and we'll see the positive impact of that as we move through the balance of the year and into 25. okay thank you thank you one moment for our next question our next question comes from the line of dory keston with wells fargo securities your line is now open good morning hey

Back to the net acquisition guide, I guess I understand that you have 100 million in the pipeline today. What gives you confidence in the 100 to 300? Are you rather close to having an LOI on the 100?

Just, I think we've been hard at work over the last several quarters in terms of reconnecting with our, what I would call our pipeline of sellers and we are seeing some of these sellers come under pressure as it relates to debt coming due. So we're feeling pretty good about really going out and finding, you know, very high quality assets at compelling prices. So as we sit here today, you know, look, we, you know, we do have some exciting, you know, opportunities ahead of us. Obviously, we're still in the due diligence stage in terms of buying these assets, but we're feeling very comfortable sitting here today that we'll be able to achieve certainly that lower end of our guns.

Okay. And I believe on the Q3 call, you were talking about potential acquisitions funded with OP units, or VSDs that you're referring to, or were those other ones?

No, those opportunities are at our doorstep as well right now. And obviously that equity, if we end up doing these transactions, will be at a much higher price than where our stock is currently trading.

Okay. And last question. In your interest expense guide for the year, what assumptions are embedded for refinancing swaps, paying down with cash?

Well, the guidance is going to take into account refinancing the 24 bonds later in the year. It's really kind of tied to the forward yield curve.

That's the best thing we can use to mile that interest cost out.

Okay.

And in terms of cash flow, Mike?

Well, free cash flow, you know, whether we use it to pay down debt or fund acquisitions, is about $20 to $30 million, depending on actual capex costs and interest costs through the year.

Thank you. Our next question comes from the line of Juan Santabria with BMO Capital Markets. Your line is now open.

Hi, good morning. Good morning.

Just hoping you could talk a little bit about the builder commenced occupancy and how we should expect that to trend over 24. I'm not sure if all the right stuff is in the base as a starting point for the year or if you expect to see seasonal dip in the first quarter, but if you could just give us a sense of the trend for the year and how we should expect the year to end, that would be great from a billed occupancy perspective.

Sure. Well, we're still making very good progress on getting the rents commenced, but as you know, as we're commencing rents, we're adding new uncommenced rents to the bucket, and With the Rite Aid and the other anchor space we spoke of, it will take some time to refit those spaces, but we expect that we will continue to bring on the rent consistent with our historic averages.

Okay, but it sounds like the one anchor, the Rite Aid, the couple closures are in the face to start the year, thinking about where you ended last year. And then you have one more anchor closure. Is that kind of all the meaningful declines or negative impacts we should be factoring in for the year, absent some kind of random puts and takes here and there?

Yes.

Okay, great. And then just curious, any update on the assets where you guys are pursuing entitlements and and kind of the processes there, and what, if anything, is assumed in guidance with starts or modernizations of that value creation?

Well, in terms of the crossroads, you know, we are getting to the end in terms of the permitting process. But given the current market environment, we plan to sort of sit tight for the time being in terms of breaking ground. We did, during the fourth quarter, finally get full entitlements in Nevada. So both the other two projects are at this point are fully entitled, and we are engaged with a series of builders and or buyers in the market right now to potentially sell these assets. However, you know, the multifamily market right now is still in what I would call in a sort of a stalled stage in terms of transacting. And my personal opinion is that as we move through the year, if we can get some cap rate compression in the multifamily business, then there's a good chance that we'll be able to transact on these properties.

Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Todd Thomas with KeyBank Capital Markets. Your line is now open.

Good morning, Todd. Good morning. How are you? Good. A couple of questions. First, the additional anchor vacancy that you mentioned, I'm just curious how much occupancy that might represent, if you can share that. I'm just curious how much lower occupancy may go before bottoming out here so we can just think about the trajectory of occupancy and maybe help us understand the trajectory of same-store and OI growth a little bit throughout the year. And then, Rich, can you talk about the potential mark-to-market on that space and the Rite-Aids that you've discussed recapturing and releasing?

Sure. In terms of the occupancy hit, it really won't have a significant impact, and we're still comfortable with maintaining the 97% to 98% range throughout the year. The mark-to-market on that one anchor space, it could be very significant. It's a very low single-digit rent. So we're expecting a big spread there.

And then on the Rite-Aids, on a blended basis, it's going to be a very nice increase as well. Okay.

Is there any additional impact from Rite-Aids at all assumed in the guidance? It didn't sound like it, but just curious as things are still ongoing over there. I'm just curious if you have any additional assumptions at all embedded in guidance either around space being recaptured or potential lease negotiations.

Well, we're really finished when I say finished, we are, we have gone through and spent a lot of time with Rite Aid over the last several months. And at this point, we're just waiting to have these leases confirmed through the bankruptcy process. Anything can happen, as we know, as we get through the process, but we feel very comfortable. We sit today that if things continue to go well and the Rite Aid comes out of bankruptcy, the extent of what we've articulated today in terms of what we've seen in vacancy will remain where it is.

Okay. And then just shifting over to the acquisitions and the guidance there. I guess as it pertains to the funding and the equity issuance that's assumed alongside the investments, the range that you've provided, how price sensitive are you to the stock price as you kind of look ahead here with the growing pipeline of deals that you're seeing?

Sure. Well, look, we are very sensitive to price. But again, we feel pretty good looking at the pipeline in terms of possible accretion in terms of if we decide to issue equity will be, you know, I think will again will be a function of the pricing of where we're buying these assets and the price of our stock. But certainly, you know, we'll monitor things as we move along, both in terms of timing and in terms of

uh in terms of issuing equity if we decide to go that route as it relates to issuing that equity okay at the midpoint of the guidance i guess for for acquisitions for equity issuance i mean how much accretion you know is built into the the guidance that you're you know anticipating from you know this this investment activity and and you know i guess um you know, the capital raising activity alongside that on a leverage neutral basis, just with where the company's blended cost of capital is today, you know, equity debt also in the, you know, sort of mid to high 6% range. You know, I'm just wondering how much accretion that you're anticipating or what's embedded in the guidance.

Hey, Todd. It's Mike. So, you know, looking at the low and the high end, on the low end, if we acquire about $100 million, we're expecting that to add about a penny, one cent. And on the high end, it would be about three. So, at the midpoint, if you do $200 million, it's going to be two cents. That's just kind of ballparking, you know, the use of equity and debt to buy those acquisitions.

Okay. All right. That's helpful. You know, one last one, Mike. You know, on the interest expense, question from earlier, though, that is tied to the acquisitions, right? And you're assuming about, I guess, 40% debt financing, you know, or really, maybe 30 or 35%, assuming you reinvest your free cash flow into acquisition. So if you do not acquire assets, the interest expense would be would be below the guidance range, right?

Presumably, yes. That's correct. And then we also have the refinancing activities we have to do, and that's going to be depending on where the yield curve is as we move through the year. Obviously, we had a hiccup earlier this week with the CPI, but we'll see where the 10-year treasury goes as we move through the year.

Okay. But the debt portion of the acquisition activity that you'll be funding, that you're assuming is being funded on the line? Correct. Okay, got it. Thank you. Thank you.

One moment for our next question, please. Our next question comes from the line of Paulina Rojas with Green Street. Your line is now open.

Good morning.

Good morning. Last time we spoke, I think we talked about one of the Rite Aid programs leases being rejected and the other two being in a sale process. So I'm curious, why weren't those leases acquired if they had meaningful mark to market? And I wonder if it's because of the term, if they have little term left.

Sure. Those two locations, you're right, were offered for sale by Rite Aid. But, you know, the feedback we received from Rite Aid was that they were not willing to pay the dead rent, you know, the administrative rent that's required to be paid on those locations. So if people didn't step up immediately and agree to pay that dead rent, even while they were doing due diligence, they were just moving forward with rejecting those leases. So that was sort of their strategy out of the gate. And those two locations, no one jumped fast enough. However, as we touched on, there is a good mark to market on those leases, and we have had very strong interest in the spaces.

Thank you. My other question is the Kroger-Albertsons merger is a risk. and it's potentially weighing on your stock as well. So is there anything you can do today proactively to prepare for the consequences of this merger that it could have, not immediately, but in the medium term? Or there is not much you can do today, you're putting the topic to rest until there are more news?

Look, I mean, we've been analyzing this transaction internally now for almost two years, but You know, look, we continue to communicate, you know, a lot with both Kroger and Albertsons and conduct business as usual, including renewing leases. And, you know, their discussions, they have ongoing discussions, as we all know, with the government. So they're not yet in a position to disclose what specific stores will be sold as part of the merger. And we haven't spoken to CNS as well. So, there's not much more I can sort of tell you as it relates to your question. I mean, we're all waiting at this point and, you know, we do think the outcome of this will not have much impact in terms of ROIC.

How do you assess the appetite for other grocers for the space?

Very strong, extremely strong. We've had a series of LOIs already come in for a number, not a number, but some locations on the assumption that CNS may take one or two of these locations. But again, there's nothing we can do at this point until there's more clarity.

Thank you. Thank you. One moment for our next question, please. Our next question comes from the line of Michael Mueller with JP Morgan. Your line is now open.

Good morning, Mike. Hi. Hey. Hello there. A lot of stuff's been answered, but maybe one thing, and I apologize if this was addressed in the first part of the call, but what's the biggest thing that you would say that has changed as it relates to acquisitions where you're coming off of 2023, but now you have pretty good expectations for 2024? When you're talking to sellers, I mean, what do they point to that gives you better confidence?

I think what's changed out there, Mike, is that a lot of sellers were on the sidelines in 23. But as mortgages are coming due, as redemptions are coming in from the institutional community, we seem to be making very good headway in terms of these conversations. And more importantly, sort of finding what I would call very high-quality assets at compelling prices. So it's really the market is beginning to change in terms of some of these sellers coming to the realization that they've got to do something now rather than wait three months, six months, nine months as it relates to either debt coming due or or to potentially, you know, move equity or to redeem some of the what's in queue in terms of cash, as you might say. But that that's what we're sort of seeing out there. There's a bit of a change occurring. And for us, you know, we we are certainly in some very productive conversations in terms of meeting the goals that we've set out to to shareholders.

Got it. And then maybe take a shot at Juan's question in a different way here. If we're looking at the year-end build occupancy, it sounds like you're going to have a move out on the anchor side that'll pull it down a little bit. Where in 2024 or when in 2024 do you get to the point where build occupancy inflects and starts to kind of move back up?

I think it's going to be closer to the end of the year, you know, as we work through these leases and then also get convinced on all these, the leases that are currently in the pipeline.

Okay. Okay. Thank you.

Yep.

Thank you. One moment for our next question. Our next question comes from the line of Wesley Galladay with Baird. Your line is now open.

Good morning, Wes. Hey, good morning, Stuart. Just another follow up on that one anchor lease that you mentioned. I mean, it looks like you have clear runway outside of that one lease all the way to 2026. But for that anchor, you know, what percentage of the ABR do they represent? And how soon do you think you'll resign leases for that space? And when do you think the tenants will open for that?

Rich, it's a very little bit of our ABR.

I don't have the exact percentage here in front of me. Um, and, uh, you know, really where we're at now is we're trying to pick the best tenant for the space. Um, we have a lot of demand from a lot of different tenants. And, uh, you know, 1 of the factors we're taking into account is obviously the cost of getting them in at the time of getting the rent commenced. Um. So we, you know, we want to make sure we pick the right tenant and, you know, we see a lot of demand for the space and expect to have a very nice spread in the rent.

Yeah, the mark to market on that particular space is going to be quite good depending on what we end up doing. But the tenant's currently paying a modified triple net lease at about $6 a square foot.

Okay, fantastic. You did mention entertainment. You mentioned it would be an entertainment concept. Should we expect an uptick in tenant improvements there?

Yeah, and that's what we're taking into account as we speak is, yes, some of these entertainment uses will cost a little bit more to refit the space, converting it from retail, but they're also the highest rent payers. So we're balancing all of those factors.

Yeah, fair point. And then lastly, just on the acquisitions, the stock's sitting at 13 bucks a share today, a little north of a seven cap, depending on whose numbers you're using. How sensitive are you at these levels to pursue this external growth?

We're sensitive.

I mean, when I say that, obviously, we realize where our cost of capital is, and we want to be smart in terms of buying and concurring with buying assets, raising equity in terms of our balance sheets. So we're watching, obviously, the price, you know, and like everyone else. But, you know, we feel pretty good in terms of, you know, where these assets are going to end up in terms of cap rates and our FFO yield on these assets. So we'll see how things progress as we move through the year.

And then on an equality perspective, where would you rank these assets if you were to acquire them within the work portfolio?

These will be some of the highest quality assets that we have acquired in the last 10 to 13 years.

Got it. Thank you. Yep.

Thank you. One moment for our next question. And our next question comes from the line of Craig Mailman with Citi. Your line is now open.

Hey, guys. Good morning. Good morning. A couple quick ones and then we'll have a big picture one. But just notice your amortization below the market. Lease has kind of kicked up here relative to last year. What's driving that?

Are you talking about the actual for 23 or for 24's guidance?

The 24's guidance. With the $14 million, I'm just trying to see, is there anything sort of one-time in there for... Yes, there is.

That's going to occur in the first quarter. It's related to the lease that Rich was referring to. When you do the original FAS 141 purchase price allocation, they assume that option periods are going to be exercised, and in this case, they weren't. So that below-market lease liability is going to be a one-time additive event in Q1.

Okay. How much of the $14 million is going to be in one queue?

I think I don't have the exact number in front of me. I want to say it's around $4 million.

So there's nothing really to write in that that's solely the anchor.

No, that's just that. Yeah, the rest of it's all the other leases just regularly amortizing down over time.

Perfect. And then on bad debt, is there anything specific related to Rite Aid or is that, you know, just your general kind of placeholder for this point in the year on the initial outlook?

It's just a general placeholder. Yeah, the bad debt in 24, the $3 to $5 million range is our standard. And if there's anything relative Rite Aid, it would be well within our budget. Okay.

And then circling back to acquisitions, more big picture here. Stuart, I think you just said, you know, if you can acquire some of these assets, it'd be the highest quality you've bought in the last 10 to 13 years. And you guys are kind of targeting high sixes. I'm just trying to get a sense, you know, I have you guys trading in the low sevens, depending on where you guys think NAV is today. I mean, are these private market trades just really indicative of where the price the market should be. And, you know, I know you guys have talked a lot about your stock being a little bit undervalued here, but does your ability to kind of break some of these loose and sellers getting more willing to transact at these levels, change your view at all of kind of your discount to NAV. And again, I know it's been brought up a lot on this call, your sensitivity to kind of issuing equity here to buy these. I'm just trying to get a sense of, you know, what's the real accretion here to NAV and, even though maybe you're getting a little bit of accretion here to earnings out of the gate?

Well, undervalued is an understatement in my humble opinion in terms of where the stock is trading. But, yeah, I mean, look, we will, you know, this is not a market indication in terms of where the market is or the market's going. These are transactions that are done principle to principle. And, you know, there's again, there is typically a reason why we're getting better pricing, whether it's timing or other moving pieces. That's really what's driving the the transactions from our perspective. So, again, this is not sort of a mark. You know, this isn't a mark in the market. It's just. You know, the ability, this is what we do best as a management team. I mean, we've been doing this for 30 years. We have acquired a number of, you know, of assets on the West Coast, and we have a pretty good idea what we're buying and the accretion we can get from these assets. I mean, not only do we think we will be buying them, hopefully, accretively as we close these transactions, but it's what comes afterwards that's more important in terms of growth. we're excited and we'll see how things go as we move through the year.

What do you think the growth profile of some of these assets is relative to your legacy portfolio?

What we're looking at is probably going to deliver probably a 3% internal growth, maybe a bit better. It just depends on on, you know, how we manage and how we lease. I mean, the one thing that we do well is we stay ahead of this tenant base. And we, as you have seen and heard many years, we were very proactive in terms of capturing what I would call the mark to market on the assets we own and we buy.

And not to belabor the point, but just as you guys think about the appropriate investment spread relative to your cost of capital, or at least what the You know, the minimum accretion you need is kind of where are you thinking these days? Is it 50 basis points? Is it 100? Kind of where's the minimum? Also take into account sort of that maybe longer term growth or other opportunities within the asset that you can unlock going forward.

Yeah, look, it's just a function of looking at the underlying leases and what we're getting from those leases as it relates to rollover or what we can potentially terminate and get a much higher mark to market on. So that internal growth is very important from our perspective. And, you know, every situation is different.

I don't know if you want to add anything to that, Rich.

All right, great, thank you. Thank you.

Thank you. And our final question comes from the line of Linda Seib with Jefferies. Your line is now open.

Hi, thank you. Good morning, Linda. Good morning.

In 2023, bad debt was 3.4 million, and you have a 3 to 5 million bad debt expectation for 24. Can you just remind us how this compares to history?

I think I would take COVID out of that in terms of history.

I think we got probably initially a little bit conservatively. Our normal bad debt budget is 1.5% of total revenue. So we put, you know, some goalposts around that for guidance. 2023 might have been a little bit higher than our normal. But, you know, 3 to 5 million is just kind of a general range to see what happens at the tenant base over the year.

Got it. And then your occupancy is weighed down a little bit by Rite Aid, but presumably still pretty high on an absolute basis. Just generally, like, how are you feeling about the overall retailer environment as it relates to retailer demand versus store closures?

Yeah, retail demand continues to be very strong. As we've touched on a few times during the call, you know, when we do get a space back, there's typically multiple LOIs. And, you know, we see the tenant base on the West Coast buying for, you know, the product that we have, the Grocery Anchor product, still in very high demand.

I mean, the numbers this morning were very strong as it relates to the resiliency of our tenant base. Linda, you know, pharmacy was up almost seven, grocery was up three, restaurants were up six. I mean, these are very, very strong numbers in terms of what we're seeing so far in 24. We think certainly the grocery anchored segment of retail is going to hold up quite well.

Great. Thank you.

Thank you. I'm currently showing no further questions at this time. I'd like to turn the call back over to Mr. Stewart-Hans for closing remarks.

Great. In closing, thank you all for joining us today. As always, we appreciate your interest in ROIC. If you have any additional questions, please contact Lauren, Mike, Rich, or me directly. Also, you can find additional information in the company's quarterly supplemental package, which is posted on our website, as well as our 10-K. Thanks again, and have a great day, everyone.

This concludes today's conference call. Thank you for your participation. You may now disconnect. Everyone, have a wonderful day.