Brixmor Property Group Inc.

Greetings and welcome to the Bricksmore Property Group fourth quarter 2020 earnings conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Stacey Slater. Thank you, Stacey. You may begin.

Thank you, Operator, and thank you all for joining Bricksmore's fourth quarter conference call. With me on the call today are Jim Taylor, Chief Executive Officer and President, and Angela Ahman, Executive Vice President and Chief Financial Officer, as well as Mark Horgan, Executive Vice President and Chief Investment Officer, and Brian Finnegan, Executive Vice President, Chief Revenue Officer, who will be available for Q&A. Before we begin, let me remind everyone that some of our comments today may contain forward-looking statements that are based on certain assumptions and are subject to inherent risks and uncertainties as described in our SEC filings, and actual future results may differ materially. We assume no obligation to update any forward-looking statements. Also, we will refer today to certain non-GAAP financial measures. Further information regarding our use of these measures and reconciliations of these measures to our GAAP results are available in the earnings release and supplemental disclosure on the investor relations portion of our website. Given the number of participants on the call, we kindly ask that you limit your questions to one or two per person. If you have additional questions regarding the quarter, please re-queue. At this time, it's my pleasure to introduce Jim Taylor.

Thank you, Stacey. Good morning, everyone, and thank you for joining our call. I trust that each of you, your families, and loved ones are well. As I'm sure you are, I'm beyond glad to put 2020 in the rear view. Yet, I'm also very grateful for what the year revealed in terms of the durability and resilience of our team, our portfolio, our business plan, and our purpose. With nearly 95% of our base rent for April through December now collected or addressed, leasing levels and spreads approaching pre-pandemic levels, and highly accretive redevelopments delivered at attractive incremental returns, our performance continued to accelerate through the fourth quarter, and it continued in January, where cash collections exceeded where we were at the same point in December. In short, we delivered one of the best performances in the sector in navigating through the crisis. That's true whether you measure it in terms of cash collections, where we are among the highest, impact on NOI where we are among the lowest, the adequacy of reserves for amounts not collected, or value delivered through reinvestment. And importantly, we are among the best positioned for the recovery, with strong visibility on how we will grow going forward. In a few moments, Angela will cover our performance in more detail, in addition to providing some color on the specific assumptions underlying the guidance we've provided for 2021. I'd like to focus my remarks on those elements of our team portfolio and plan that provide us both visibility and confidence in the continued outperformance in the months and years ahead. As always, it begins with leasing, where in the fourth quarter we signed another 1.4 million square feet of new and renewal leases with a vibrant mix of tenants in grocery, value, service, quick-serve restaurants, and home improvement categories. Importantly, we continue to gain share of new store openings for our core tenants, added new to the portfolio concepts like rent kitchens, and also built a significant pipeline of specialty grocery deals that will trigger some very accretive redevelopments in the future. Leveraging our attractive rent basis, we achieved cash spreads on new leases of 22% in the fourth quarter. Interestingly, where we have active or completed reinvestments, those spreads approach 30%, reflecting the longer tail benefits of our reinvestment strategy. And we continued our success in driving strong intrinsic lease terms, achieving annual embedded rent bumps of 2.1% in the quarter, while remaining disciplined with capital, where we achieved a near record net effective rent per foot of $15.23. Encouragingly, we also saw an acceleration in small shop activity despite the reclosure orders, with 268 new and renewal small shop deals in the quarter, representing over 700,000 square feet. We expect this activity to continue to accelerate as closure orders are lifted. During the quarter, we commenced another 13 million of new AVR, and as of the end of the quarter, we had 38 million of signed but not commenced AVR, which provides us with a tremendous tailwind as we deliver that rent over the next several quarters. As reflected in our guidance that Angela will cover in more detail, We believe that this production will allow us to deliver growth in 2021 at a level that should set us apart, despite what we believe will be continued disruption from the pandemic. In addition to those signed leases, we have a forward pipeline of leases and negotiation of 1.9 million square feet, representing an additional 35 million of AVR. Brian and the leasing team have truly hit their stride at a pace that leads the sector and clearly demonstrates the demand by growing relevant tenants to be in our well-located shopping centers. Importantly, this leasing productivity also unlocks tremendous value creation in our centers through our accretive reinvestment program. During the quarter, we delivered another $21 million of reinvestment and an incremental return of 12%, bringing our total reinvestment deliveries during the year to $113 million and an incremental return of 10%. Stop for a moment and consider that despite a pivot to conserve capital during the height of this crisis, this team still created over $75 million of incremental value through reinvestment during the pandemic. And as we look forward, our pipeline underway now stands at over $400 million of investment, of which we expected to deliver over $200 million this year at an incremental return of 9% to 10%. Of course, as always, we remain disciplined. ensuring that we don't commit significant capital ahead of signed lease commitments. That's what makes this reinvestment activity so much more attractive from both an absolute and a risk-adjusted return basis versus ground-up development, where you don't have the same levels of pre-leasing, and you therefore don't know if you're building a bridge or a pier until it's too late to stop. Further, we've phased our spend to ensure that we don't have too much exposure to any specific project. As we demonstrated last year, that discipline allowed us to be flexible in responding to the crisis while still creating significant value. And importantly, with each completed reinvestment, we drive our centers closer to our purpose of being the center of the communities we serve. As I mentioned earlier, we are pleased to see the follow-on benefit of this reinvestment strategy in terms of leasing and spreads at centers that we've impacted, which now represents over 30% of our portfolio. I'm also excited about the level of grocery activity in our forward pipeline, which again will be transformative for the center's impact. I strongly encourage you to visit our website to take a virtual tour of the projects we have completed or underway to get a sense of the scale of what is happening at Brooksmore. From an operations perspective, we began transitioning in the fourth quarter back to normalized OPEX spend levels as our portfolio reached 97% reopened. and there was less necessity for us to reduce can burdens for closed tenants. Again, I'm very proud of how our team pivoted during the crisis with a focus on our tenants, whether it was reducing can burdens, assisting with access to the PPP program, or providing additional service levels in terms of outdoor dining, curbside pickup, and additional signage. As we look forward, our focus from an operations perspective will be maintaining operating margins, tightening tenant delivery timetables, and continued progress towards our proudly-owned Vicar-X-More standard. And of course, we will continue to apply the lessons learned over the past year in accommodating the ever-evolving needs of our tenants. Speaking of those evolving needs, I would highlight in closing that the pandemic has also accelerated many of the longer-term trends that are important to consider as we execute our plan this year and beyond. Those trends include mall-native tenants such as Bath & Body, Foot Locker, K-Jewelers, Sleeve Number, and Vision Works increasingly relocating from malls to our open-air centers. The ever-growing universe of service providers seeking to capitalize on the convenience, flexibility, and proximity of our shopping centers to the consumer. The increased tenant demand for buy-online, pick-up-at-store, which can be easily accommodated in our format. of locations like ours near single-family rooftops, the focus by retailers on opening or relocating stores, on partnering with landlords such as Brixmore that have proven track records and access to capital, and the convergence of retail and logistics within the last mile of the customer. Each one of these trends is individually significant for our business, and collectively, we believe they will help us continue to drive our performance in the years ahead. Again, thank you for your interest in Bricksmoor. And with that, we'll turn the call over to Angela before opening the lineup for questions.

Thanks, Jim, and good morning. As Jim highlighted, our performance in 2020 demonstrated many of the core strengths of the Bricksmoor portfolio, including the essential nature of our open-air retail centers to the communities we serve and our significant tenant in geographic diversification. Nayreed FFO was $0.33 per share in the fourth quarter, or $1.47 per share for the full year. Fourth quarter NAREID FFO reflected $0.06 per share of items that impacted FFO comparability, including loss on debt extinguishment, litigation and other non-routine legal expenses, and transaction expenses. In addition to $0.04 per share of revenues deemed uncollectible, and $0.01 per share of straight-line rental income reversals. Same property NOI was down 6.4% in the fourth quarter, or 5.4% for the full year. Fourth quarter same property NOI reflected a 420 basis point detraction from revenues deemed uncollectible and a 120 basis point detraction from lease modification deferral agreements and abatements, in addition to smaller detractions from percentage rent, all other base rent, and net recovery. Importantly, rent collection levels have continued to improve since April. As the COVID-19 disclosure provided on page 11 of our supplemental package demonstrates, as of December 31st, we had collected 91.8% of fourth quarter build base rent, which is approximately 450 basis points ahead of third quarter rent collections as of September 30th. In addition, during the fourth quarter, we continued to collect additional amounts related to second and third quarter build base rent, totaling $12.8 million, or 300 basis points of build base rent during those periods. Revenues deemed uncollectible this quarter totaled $12 million. down from $21 million in the third quarter and $28 million in the second quarter. While still above our historical run rate, the trajectory over the last several quarters reflects both improving cash collections and the appropriateness of reserves taken in prior periods. At year end, tenants representing approximately 15% of our annualized base rent were on a cash basis. As highlighted on page 12 of our supplemental package, for the second, third, and fourth quarters on a combined basis, We are now 72% reserved on all accrued but uncollected base rent, which is comprised of a 52% reserve on executed deferrals not subject to lease modification treatment, and an 88% reserve on all accrued but uncollected and unaddressed amounts. We provided initial 2021 guidance with a range of $1.56 to $1.70 per share, based on same property NOI growth expectations of negative 1 to positive 3%. The width of these ranges reflects the continued uncertainty inherent in the current environment, which may manifest as a combination of continued rent collection headwinds, resulting in reserves related to 2021 billings, particularly for cash basis tenants, and occupancy loss. This dynamic makes it very challenging to provide line item guidance within same property NOI at this point in the year. That said, we believe that our assumptions for reserves and or potential occupancy loss are appropriately conservative in light of the current environment. While reserves on accrued but uncollected rent and occupancy pressure, primarily from bankruptcy activity, represented clear headwinds in 2020 that will persist into 2021, rent commencement activity, driven by strong leasing productivity and value-enhancing reinvestment execution, represents an important and significant tailwind. During 2020, despite the impact of the pandemic, we commenced leases representing $39 million of annualized base rent, Approximately $2 million more than we anticipated based on our signed but not commenced pool at the beginning of the year. The full benefit of these commencements will deliver $20 million of base rent growth during 2021. In addition, the spread between build and lease occupancy was 290 basis points at year end, representing nearly $38 million of annualized base rent, of which approximately $30 million is expected to come online during 2021 and deliver $15 million in base rent during the calendar year. In short, the annualization of 2020 commencements, the partial year benefit of 2021 commencements, in addition to contractual rent escalations, and the impact of consistently positive rent spreads have put us in a strong position to weather the ongoing impact of the pandemic in 2021, while also delivering expected growth at the midpoint of the range. As always, our guidance range does contemplate expected transaction activity during the year, but does not contemplate any items that impact FFO comparability. including loss on debt extinguishment, litigation and non-routine legal expenses, or any one-time items. In addition, I would underscore that this range does not contemplate the conversion of any tenants to or from cash basis accounting during the year, either of which could result in significant volatility in GAAP straight-line rental income. From a capital allocation perspective, the strength of our forward leasing pipeline is facilitating the reacceleration of our value-enhancing reinvestment programs. and we anticipate spending as much as $300 million in value-enhancing capital during the coming year, slightly above our annual target of $200 to $250 million. This spend will be focused on continuing to reposition the portfolio with creditworthy, vibrant retailers that solidify the competitive positioning of our assets in their markets, while providing accretive incremental returns and enhancing the long-term growth potential of our portfolio. Turning to the balance sheet, we utilized cash on hand during the fourth quarter to redeem our remaining 2022 fixed rate unsecured notes. At year end, we had $1.6 billion of total liquidity representing our undrawn $1.25 billion revolving credit facility and $370 million of cash on hand. We have no debt maturities in 2021 and only $250 million of remaining maturities in 2022. In conclusion, I would like to thank the Brooksmore team for their dedication and perseverance during a truly unprecedented year. While we enter 2021 mindful of the current economic backdrop and the challenges that we collectively face, we are confident that this portfolio stands to benefit from the rapid evolution occurring in the retail industry. And with that, I will turn the call over to the operator for Q&A.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys.

One moment please while we poll for questions. Thank you. Our first question comes from Samir Kunal with Evercore.

Please proceed with your question.

Hi, Jim. Good morning. I guess my first question is just curious to know your views on kind of tenant fallout over the next several months, maybe on the shop occupancy side and maybe even on the anchor side. You know, we haven't heard much about bankruptcies right so far. I'm just curious, you know, what your thoughts are for the next couple of weeks and maybe in the months as we think about the first half. And, you know, do you think, are your views, do you feel better maybe as you did three months ago and kind of what your views are in the first half of this year?

I think the big question, and we tried to capture this in our guidance, is, you know, what the shape of the recovery will look like and how much longer we're going to be, you know, somewhat shut down as a result of the pandemic. You know, we are encouraged by the performance of our core tenants who continue to do well throughout this crisis. And mindful, though, that there are certain tenants in categories like entertainment and restaurants that have struggled. And, you know, we could see, and you see it in our collection, Samir, we could see some additional, you know, failures in that space if we continue through this longer than folks expect. You know, I would say in general, we feel really good. Obviously, you saw a high level of bankruptcies last year. I don't think we're going to be quite to the same level. But I do think you may see some additional failures in those areas that haven't quite fully recovered.

Got it. And I guess this is a follow-up or a second question here. And you talked about the long-term trends of the businesses. You know, one theme is certainly that migration from urban to suburban. I mean, are you seeing an impact at the asset level, whether it's traffic or just retailers saying, you know, look, we need this many stores, greater open to buys, because our strategy is to focus more on the suburban markets. I mean, are you hearing that at the discussions when you're doing leasing discussions at this point?

It really is a common theme that we're hearing from many of the retailers in terms of you know, where their new store opening pipelines are focused. And Brian, I don't know if you want to add some additional color.

Yeah, as Jim mentioned in his opening remarks, Samir, we've been really encouraged by just the breadth of categories. And it does speak to the traffic that our centers are driving, our suburban centers are driving, the demand to be in grocery anchored centers with daily foot traffic. you're seeing operators coming out of the mall, and we saw it in our results this quarter with Foot Locker, Kay Jewelers, and Bath and Body, who are looking at grocery anchor centers and seeing the foot traffic to deliver the sales that they want. So it's certainly coming up. From an open-to-buy standpoint, we've been very encouraged within those categories Most have very strong 2021 open to buy pipelines. And even in the 22, we're talking about 2022 deals today. So we've been encouraged from a pipeline activity, but it definitely speaks to what these retailers have seen coming out of the pandemic in terms of traffic driving to grocery anchored centers.

And again, Samir, I'd say it's that demand that's the biggest indicator of the trend.

Got it. Thanks so much. You bet.

Thank you. Our next question comes from Todd Thomas with KeyBank Capital Markets. Please proceed with your question.

All right. Thanks. Good morning. A couple of questions around the 21 outlook, I guess sort of following up on occupancy. You know, it sounds like the leasing activity is picking up. Jim, you talked about the forward leasing pipeline. But, you know, has occupancy bottomed or are you anticipating further pressure on occupancy and lease rates for the portfolio in the near term?

I think it's quite likely that we'll see some additional fallout from an occupancy standpoint as we move through the year, in part in those categories that are most at risk, you know, entertainment and restaurants. And again, a lot of that will be driven by the duration of the crisis. But we certainly anticipate that, you know, we're down about 150 basis points or so year over year in occupancy. You could see that

decline more and that's in our that's in our expectations angela yeah i mean i would just add to that you know as i sort of highlighted in my prepared remarks you know our same property range 400 basis points this year it does reflect um a wide range of potential outcomes as we navigate particularly the next you know three to six months of the pandemic um that may come through additional occupancy loss and certainly the guidance range contemplates that It might also come through some of those tenants hanging on, but maybe they're currently on a cash basis and will continue to take some reserves based on lower rent collection levels, consistent potentially with where we've been, but lower than 100%. So both of those potential outcomes are certainly embedded within the range. I would say at the low end of the range, our expectations for total amount of reserves and kind of excess bankruptcy loss are more significant than what we saw in 2020. at the high end of the range, clearly we've embedded some improvement over what we saw in 2020 as well.

Okay, that's helpful. And Jim, you know, in your remarks, you touched on margin improvements, you know, on the backside of the pandemic as we, you know, move forward here. You know, most of your leases are net or triple net. You know, how should we think about the margin upside that you see for Bricksmore? Is it more than just improving occupancy and reducing expense slippage? Is there, you know, sort of a bigger opportunity for the company?

You know, our margins already are pretty strong, which I think reflects if you compare us to the discipline that we have, both from an asset level and an overhead perspective in terms of operating the assets. I would say the biggest opportunity, Todd, really comes in improving occupancy over time, right? That's going to be the biggest drop to the bottom line from a margin perspective because we really have been disciplined both during the pandemic and as we emerge on those OPEX spend levels. So I don't think there's really much more that we can do from an efficiency standpoint, but rather, you know, what I mentioned in my remarks is as we return to more normalized levels of OPEX spend, there is going to be a focus on making sure that you know, we're being disciplined with that and, you know, matching that as best we can with occupancy and, of course, avoiding leakage, which is, you know, CAM expenses for vacant spaces. So, that's our focus, but I think that, you know, the biggest upside will be, you know, in the latter part of the year and as we move into 22, as that occupancy begins to pick up and as that forward leasing pipeline delivers.

Okay, great. Thanks. And just lastly, Angela, you know, the $400 million or nearly $400 million of cash on the balance sheet, do you expect to maintain, you know, an elevated, you know, cash balance, or is there a use for that baked into the guidance?

No, it's a good question. I mean, obviously, we did use a fair amount of the cash that we had going into the fourth quarter for the redemption of the 2022 fixed rate notes. So we have, I think, demonstrated that we're comfortable using some of that cash and continuing to solidify the balance sheet and push out duration. There may be opportunities as we move through the year to put some of that additional capital to work. I think based on kind of the continued uncertainty, we're comfortable running with higher cash balances than normal, at least for another quarter or two here. But we will look at potential opportunities to deploy that cash as well.

All right, great. Thank you. Thank you, Todd.

Thank you. Our next question comes from Katie McConnell with Citigroup. Please proceed with your question.

Great. Thanks. Good morning. Could you talk about the pricing of dispositions completed in 4Q and your expectations around 2021 to provide some parameters around potential transaction activity dilution that you're assuming in the guidance range?

I'm going to let Angela comment on the range of impact from potential transaction activity. And I'll let Mark comment a bit on what we're seeing from a pricing standpoint. But I do want to highlight for you, Katie, that we do expect to increase the level of transaction activity in capital recycling. And as I've said before, we expect to be balanced in terms of matching dispositions with acquisitions as we move forward, more in line with kind of the long-term goalposts that we provided in the past. We're encouraged by what we're beginning to see open up for us, both from a liquidity standpoint and an opportunity standpoint in the transaction market. And I'll let Mark comment a little bit on pricing that we've executed and pricing that we see going forward. Mark?

I'm sure. Thanks, Jim. For fourth quarter, I know we sold some net leases, so the pricing generally was in line with what we've seen historically for the portfolio. That felt pretty good. When we're looking at the market as we go into 2021, we're actually pretty pleased with the demand and liquidity we're seeing for assets, particularly for grocery anchor deals that are less than $30 million, for net lease-like assets, and for small and anchored strip retail. Recent trades and the demand we're seeing real-time for our assets really is demonstrating to us that cap rates appear to be pretty stable versus pre-COVID, particularly for community centers, and that's really across all geographies. That liquidity supported by a debt market, that appears to be pretty receptive to financing grocery-anchored deals by both CMBS and local banks. And I'd say that the net lease market continues to be very liquid, with trade buyers, institutions, and REITs really aggressively looking for product. which is allowing us to really achieve attractive sale cap rates across all geographies, which in turn is allowing us to maximize value as we look at exiting non-core assets. On the acquisition side of things, we're definitely seeing better opportunities now than during the last few years to recycle into assets where we think we can drive value with the platform, given what Brian said earlier regarding demand from tenants, some of the occupancy levels that we think we can buy at now, and really it's the willingness of owners to transact both on and off the market that we're seeing. So as Jim likes to say on the acquisition side, stay tuned.

Katie, just on your question around kind of what's embedded in the 2021 outlook, obviously in 2020 we were a net seller as we look forward to 2021. As Jim mentioned, we do expect activity to increase and for us to be more balanced. That means disposition proceeds will be used for acquisitions and the small portion of reinvestment activity that's not already funded with free cash flow. In total, you know, we're looking at year-over-year dilution from total transaction activity, including the 2020 transaction activity of between $0.04 and $0.06 a share. All right.

That's really helpful. Thanks. And then can you just provide some color around the deals that contributed to the higher new leasing spreads last quarter? And should we view that as a good run rate as we think about 2021?

Yeah, I think you can. You know, the mix of tenants was broad, importantly, and it reflected a lot of our core tenants as well as some new tenants to the portfolio. I think the best visibility that we can offer you in terms of forward leasing spreads is really embedded in what we have rolling over the next three to four years. When you look at those anchor rents averaging $8 to $9 and you consider, again, Katie, where we're signing new anchor deals in the low to mid-teens, we've got some runway for the next several years to continue to execute and continue, frankly, to capitalize on that below-market rent basis that we have throughout the portfolio.

I agree. Thank you.

You bet.

Thank you. Our next question comes from Derek Johnston with Deutsche Bank. Please proceed with your questions.

I'm sorry, one moment. Signed.

So understanding there is, you know, pretty decent mark-to-market opportunity in the broader portfolio, you know, what is the mix in the recent vacancies due to COVID of at or close to market rents versus below market rents?

You know, fortunately, what we're seeing or what we're recapturing from the disruption in COVID is pretty much in line with what the balance of the portfolio is. Certainly, you've seen some pressure on our renewal spread through this period of time, and that's been quite deliberate on our part as we're making decisions to utilize shorter-term renewals to not have too much that we've got to lease in any one period of time and to keep some of those tenants in occupancy as we set the portfolio up. One of the things, as I mentioned in my remarks, that we find most encouraging as we continue to execute our strategy is the follow-on leasing impact for those centers that we've impacted through reinvestment. As I mentioned, we're about 25% to 30% of the portfolio penetrated as it relates to you know, anchor repositionings, redevelopments, and other investments that we're making to really improve and enhance the assets. And in those centers, you're seeing the spreads, you know, 500 to 1,000 basis points higher than on the portfolio as a whole. So we feel good in terms of our ability to continue to execute as we recapture that space. You know, and I would also tell you, Brian and team have been releasing that space as over the last couple of quarters. When you think about the tenants that have gone bankrupt over the last four quarters, a lot of that leasing activity that we're doing now is in those very same spaces.

Okay, thank you. And then secondly, You know, how many of your centers have really embraced omni-channel and BOPUS efforts? You know, how widespread across the portfolio and what is Bricksmore doing to assist, you know, tenants, you know, both retailers and restaurants with, you know, this emerging growth opportunity? And, you know, we're seeing increased evidence that stores are utilizing, retailers are using their store fleets as distribution centers versus renting industrial space. Thank you.

Yeah, we're seeing it really broad-based. What began as a trend focused primarily on our grocery tenants, tenants like Kroger and others with their Click and Collect program, now is being much more broadly adopted across a much wider array of our tenancy. And we're doing everything we can to accommodate that from providing pickup lanes to special areas for the BOPIS personnel to meet the customer and in the parking lot, you know, always with an emphasis on safety and convenience. And we think it's a huge competitive advantage that we have over other property types because of our surface park, easily reconfigured shopping centers. And, you know, it comes also at a time, interestingly, where parking requirements are beginning to decline in certain jurisdictions. So we can capitalize on that and utilize our parking areas more efficiently. We're also supporting restaurants with pickup and delivery services in areas. We're utilizing backs of certain properties for ghost kitchens. So I think there are a lot of ways where our asset type in our properties are located near the consumer. And I think a lot of retail concepts and, frankly, service concepts are recognizing that advantage of having a physical presence near where the customer lives. And I think we'll continue to be in a position to capitalize on those trends as the evolution continues.

Thank you.

Our next question comes from Juan Sanabria with BMO Capital Markets. Please proceed with your question.

Hi. Thanks for the time. Just curious on the leasing demand as you think out for a couple of years, how you want to change the mix, if at all, of the portfolio. It sounds like you're seeing some demand from some traditional mall tenants that are looking at your centers and maybe looking to add more grocers. But if we think just big picture, How do you think the mix shift of the tenant base will change, and what's the goal from the management team?

Our goal, as I mentioned, and I'll let Brian comment a little bit here as well, but our goal, as mentioned, is to continue to capture a market share of our core vibrant tenants that are growing through this environment, whether it's in value, home, specialty groceries. I am excited about the forward pipeline of specialty grocery deals, which will go into centers where there isn't an existing grocery use, and I think add another relevant use to the community they serve. But, you know, our purpose as a company is to make sure that the centers that we own truly are the center of the communities they serve. So we really look hard at what are the voids in that particular community, how can we better serve the needs of that community to drive traffic to the center, bring vibrant and relevant uses, and make sure that we can continue to generate growth. What I like about how we're positioned for the next several years is I think there's a really broad funnel of tenant uses that want to be in our shopping centers that I think we can continue to capitalize on. Brian?

Yeah, I would just add, Jim, you covered most of it, but our core tenancy is doing extremely well. And if you look at the categories that Jim mentioned and the strength of the operators within those categories, our team's done a fantastic job of growing market share and finding opportunities for them to be in our shopping centers. And then Jim mentioned earlier, we're testing out ghost kitchens at our properties as we see that in a small way to see how that goes as that starts to emerge. As we looked at many of the resolutions that we had with national tenants, where could we free up development rights? So we could do more out parcels in our parking lots, which we have the ability to do. And we added five more to the portfolio this quarter. So more out parcel uses that are coming in to our shopping center. So we're very pleased with what we see from our core tenancy. And then, as you mentioned, from a mall perspective, That's something that we were laser focused on coming into the pandemic. You can see it in our results this quarter, and it's something that we expect to accelerate here as we get more into the recovery. So we're excited by what we're seeing in the mix of our core tenancy and some of those new uses that we're seeing coming out of the crisis.

Thanks. Just a question. One of your peers talked about views on 2022. I don't want to start a whole thing. But any color you could provide, or are you willing to go that far?

Well, I think the best way to get visibility on our business, as Angela alluded to in our comments on guidance, is to look at the leases that we're signing. You know, we have $38 million of signed but not commenced rent that's going to commence over the next several quarters, a portion of which will commence in 2021, but a portion of it will also commence in 2022. You know, I also mentioned the forward leasing pipeline, which represents another nearly 2 million square feet and 35-plus million of ABR that we're in the process of negotiating. And it's that forward leasing productivity that really gives you visibility, not only in terms of how we could outperform during the pandemic in terms of net impact on NOI, but how we're going to outperform going forward as we continue to bring that tendency into paying occupancy. And, you know, so we feel pretty good about, you know, how we're positioned not only for this year, but the next couple of years. The other thing I would highlight for you is we have $400 million of reinvestment underway that's generally pre-leased at an expected incremental return of 10%. We expect to deliver about $200 million of that during 2021, and we continue to fill that pipeline as we drive that forward leasing. So, yeah, I feel good about what our forward prospects are. Obviously, we're not going to be providing guidance on 2022, but, you know, if you really want to sort of get a look at where our business is headed, I would ask you to look at the leasing volumes that we've executed, what we indicate in our pipeline, as well as that reinvestment pipeline, which I think in totality probably gives this platform more visibility on growth than many others in the business.

I appreciate it. Thank you.

Thank you. Our next question comes from Caitlin Burrows with Goldman Sachs. Please proceed with your questions.

hi good morning um just to follow up on that and maybe then it ends up being a quick answer but uh it's great to hear the optimism and the progress on the leasing but if we look at the new and renewal leasing summary page it does look like the volumes are still lower versus pre-covered so i was just wondering if you could go through uh kind of how relevant that is and your outlook for leasing volumes in particular getting back to 2019 levels brian

Yeah, so if you look at overall new lease volume, GLA was certainly down, but we did the same number of deals in the fourth quarter of 2020 than we did in the fourth quarter of 2019. We actually, in our small shop leasing, was up 58% from the prior three quarters and the most that we've done since 3Q of 19. So we were really pleased to see the small shop activity come through. We saw the anchor activity come through in Q3. And as we had talked about, coming out of the summer, really seeing the executions pick up from what was in the pipeline. And then if we look at the pipeline at the end of 2020, it's not far off from where we were at the end of 4Q19, despite all of those executions. Looking at the renewals, again, taking the renewal volume in Q4 and Q3 combined, it was effective. If you average the two out, it was basically the average of what we were signing in 2019 pre-COVID. So looking at all that, the forward pipeline, the uses that Jim talked about, the tenants that we're signing deals with, we feel very encouraged as we head into 2021 and into 2022 to really capitalize, continue to capitalize on the investments that we're making in our centers and the demand to be in them.

That's great. And then maybe one on the deferrals that you guys did agree to in 2020. Could you just give us some idea of when you expect to receive those payments and to the extent that some have already been due, kind of have they been received on time any earlier, any that are lagging?

Yeah. Thanks, Caitlin. We have already started to collect on some of those deferral payments in total between what was due in 2020 and collected in 2020. do in 2021. We think by year end 2021, it's about 90% of those deferral payments should come back to us. So it's a pretty high percentage, substantially all of them by the end of 2022. The collection rate on deferral payments that have been billed to date, while it's a relatively small number, has been high and pretty consistent with what you're seeing in terms of collections across the entire portfolio.

Okay, got it. Thank you.

Thank you. Our next question comes from Handel St. Just with Mizuho. Please proceed with your question.

Hey, good morning, everyone. Hey.

So first question, I guess, Angela, is for you. A question on cash accounting. I think you mentioned about 15% of your tenants were on cash accounting for the fourth quarter. What's embedded in 2021 guide? I guess I'm trying to get a sense of if there's any meaningful non-cash Benefits rolling into 2021 helping the FFO guide here. I'll plug you in the high end of your, you know, San Antonio Outlook, and I'm not getting close to the upper end of the FFO guide. I know there's a few other things at play here, but just curious, you know, what could be a potential benefit from some of that cash accounting dynamic?

Yeah, it's a really good question, Handel, given the complexity associated with cash basis accounting, particularly during 2020. We effectively went from a very small portion of our tenant base on cash basis in the first quarter of 2020 to that 15% number by year end, as you mentioned. When you move somebody to cash basis accounting, you have to reverse all of the straight line rental income associated with that tenant. We've disclosed that number in our supplemental package for the full year. It was about $35 million of reversals associated with straight line rent. In our press release with guidance, we did mention explicitly that we have not assumed that any additional tenants move to cash basis, or importantly, that any tenants currently on cash basis move back to accrual. So we have not included any additional reversals of straight line or any of those reversals kind of being re-reversed and coming back in as income. So it really is kind of a more normalized non-cash figure in the current year. If you look at what we reported from straight line rental income in the fourth quarter, it was about flat. And that flat number included those $4 million of reversals. So let's say you were kind of $3 to $4 million on a quarterly run rate basis for straight line. We do give guidance in our, there's a table in the 10K, which was filed last night that shows what to expect for FAS 141 income in 2021. It's about $11 million there. And then we have on an annual basis somewhere between $3 and $4 million that offset those income items. of amortization of tenant inducements. All of that together should get you to a number kind of between $19 and $23 million a year in terms of non-cash income. But it importantly does not assume, again, any reversals of straight line rent or any kind of re-reversals, bringing any of that straight line rent back on for cash basis tenants. It's really just continued recognition of straight line for tenants that are not currently on cash basis.

Got it, got it. That was a lot and very helpful, and I may need to come back to you offline a bit more afterwards, but thank you for that. Jim, a question for you, and congratulations on the contract extension, by the way. I wanted to go back to a response to your question on the cash balance. Obviously, it's higher here the last couple quarters than it starts, and it sounds like you plan on carrying that elevated cash the next couple quarters. I guess I'm more curious, is that

more defensive and you're wanting to hold off a bit more cash given the still ongoing uncertainty of the environment or is that more timing related to uh you know potential upcoming deployments on the redev and potential acquisitions thanks i think it's both right i i think i think we're still in a period of disruption so we we like the certainty of having a little extra cash on the balance sheet but on the other side of it um it allows us to be a bit more opportunistic as it relates to investments or other opportunities that we might see going forward. So there is a bit of drag for having it. And we currently enjoy over $1.6 billion of liquidity. But as you know, we tend to be conservative. And we never want to be in a position of having to access the capital markets at a particular point in time. We always like the opportunity and flexibility access it at points in time of our own choosing. So as Angela alluded to, we'll continue to assess that quarter in and quarter out as we move forward. But we made the decision as we got to year end to go ahead and keep the cash. Got it. Got it.

Thank you.

Thank you. Our next question comes from Keebin Kim with Truist. Please proceed with your question.

Thanks, Tom. Good morning. So it was good to see some signs of good signs of activity in your leasing. This went back to some previous questions. In 2019, you signed about 12.8 million square feet for your portfolio versus 9.6 million in 2020. So I'm just curious, as you're talking about the good activity and signs of life that you're seeing from tennis, does 2021 look more like 2019 in totality or a little bit closer to 2020?

You know, I think that if you just look at the activity as it occurred through the year, what's interesting in 2020 is in the second quarter, no one was doing deals, right? And you saw some of that activity get deferred into the third quarter where we signed over 2 million feet. And then in the fourth quarter, we signed about a million four. So, you know, we're at a level now that's approaching where we were pre-pandemic. Brian emphasized the great momentum that we're seeing. in the small shops, which I find particularly encouraging. And I would expect 2021 to be a year as we continue to march back towards where we were pre-pandemic with good, strong volumes, good spreads, and importantly, good tenants that help us creatively reinvest in the portfolio and continue that program.

If you take a step back and look at the current landscape and your business, those anchor repositionings going forward, do they start to make more sense or the same, given where you think market rents are, given where tenant demand is or the risk profile? When you put that all together, how do you think about that program?

Well, we've impacted about a quarter to 30% of our portfolio. And we have... a pretty big forward pipeline. We have $400 million underway of anchor repositionings and redevelopments and out-parcels, again, at a 10% incremental return. And then behind that, as you know, we've got a shadow pipeline of opportunities that we've identified within the core portfolio to do the very same thing. And we're focused on putting capital to work at very accretive returns. where we don't see the ability to substantially improve an asset or get to those value-added returns, we start thinking about liquidity and exiting and what should be the remainder of the hold of that asset. So our discipline is always to look at those opportunities where we truly can create value through this strategy. If we can't, you know, we make another decision. But, you know, in terms of what the mix is going forward, the best place to look is just, you know, in the supplement as well as in the shadow pipeline that we've identified.

Okay. Thank you.

You bet.

Thank you. Our next question comes from Alexander Goldfarb with Piper Sandler. Please proceed with your question.

Hey, good morning. Hey, Jim. Morning there. So two questions for me first for Brian. You know, you guys have done a lot of leasing. The releasing spreads are great. But a question, how have the leasing conversations with tenants changed now versus pre-pandemic? Meaning, are tenants, do you see them more focused on the absolute rent they're paying versus Let's say the type of center they're in, meaning they're willing to sacrifice some elements of one center versus another to get a cheaper rent. And then also, as they are looking at the centers and you're competing against others, are the retailers sort of underwriting sales as sort of as is, or how are they envisioning sales growth over time? I'm trying to get a sense of how the discussions are today versus pre-pandemic. Yes.

Good questions, Alex. I'll answer. I'll hit all parts of them. So on the first part, look, retailers were focused on getting the best deal they could pre-pandemic and during the pandemic as well. So I don't think that has necessarily changed. What they are very focused on today, and I think we talked about it on prior calls, is who their neighbor is going to be. Do they have the ability to do the initiatives that Jim talked about earlier, whether it's pick up last mile as a portion of their store. But that co-tenancy piece is very important. And from a basis standpoint, I think we've shown through the year from a renewal spread standpoint where we're signing those leases, particularly this quarter when we added rent kitchens, we doubled the rent versus a prior bankrupt tenant there. We continue to see those opportunities. And rent basis, as Jim's talked about in the past, certainly matters. So that hasn't been – from a discussion standpoint, they want to be where they can have the best co-tenants and drive the most traffic. In terms of sales, how they're modeling sales, obviously 2020 was – an interesting year in terms of certain uses had very large pickups in sales. Looking at that versus 2019, I think it remains to be seen kind of modeling those two out what the true traffic increase is going to be for, say, a grocery use or somebody else that had a really large impact and growth in traffic. So it's really taking a look at the two and looking out going forward. So it remains to be seen. Conversations are a bit early on that front, but they're taking a look at sort of both what was historical and then what they achieved during the pandemic.

And Alexi, the one thing to keep in mind is that retailers are using data like they've never had before. And so they're getting a lot better at projecting what they expect the sales of a particular bricks and mortar presence to generate. And, you know, we obviously work hard to understand their sales model. They're really a sophisticated approach.

Okay. And I apologize about the background phone ringing. I'm glad that my kids answer the phone. Anyway, it's just amazing. The phone can ring and ring and the kids don't answer it. The next question is, On the hard-hit categories, sort of the full-service restaurants, gyms, the mani-pedi places, the theaters and those things, how are you seeing those tenants as far as restarting their businesses? Do you have confidence that your tenants are taking all the right steps and that they're doing everything they can and maybe it's just a matter of local regulations is really the impediment? Or are you concerned that some of your tenants you know, geez, you know, these guys don't really seem to be doing the right things. We got to watch this because this is something that could end up being a problem. Just trying to understand how the hard hit tenants are taking the restarting their businesses. And if you think that most of them are on the right track versus, hey, you know, there are a bunch that, you know, may not be doing the right things.

Yeah, Alex, hey, this is Brian. I would say that our tenant base has learned a lot during this. You know, coming into this, it was a shock to the system in terms of the amount of businesses that were shut down. But whether it's been with patio seats for restaurants, whether it's been more outdoor dining or better delivery in terms of product. And as they went into places in the fourth quarter where we had second round closures, they were much more prepared for that. So we're looking at what the initiatives that were put in place during the pandemic will be like going forward. And we've seen many strong businesses that have been able to navigate, say, second round closures in California. And one of the interesting things to look at is in our north region, what happened during the quarter where we saw the largest pickup in terms of collection rates out of any of our four regions where we started to see openings. Many of our restaurants had prepared for the winter and we're still doing outdoor dining, heated areas and tents. So we've been encouraged by what we've seen with a number of our operators in these hard hit categories. It's still, particularly in California and some other places that have been harder hit with government restrictions, it's still gonna be a challenging few months, So far with our tenant base, we've been encouraged by some of the initiatives they put in place coming out of this.

And I would just add, Alex, we are really encouraged by what we're seeing from some of the larger format fitness users in terms of their performance and traffic as well. You know, the one area that, you know, is probably of most concern to us is movie theaters and when they will, you know, come back online.

Okay. Thank you, Brian. Thank you.

Thank you. Our next question comes from Flores Van Diction with Compass Point. Please proceed with your question.

Thanks for taking my question, guys. So, you know, it seems like, okay, the midpoint of your same store guidance indicates 1% growth. That's seems pretty positive, and I think hopefully the market is catching on. One of the things I wanted to just talk about, Jim and Angela, capital allocation. You guys have been pretty astute in how you've allocated your capital, particularly towards the redevelopment. That seems to be very attractive use. Can you maybe talk about – Again, your balance sheet is very strong. You've got lots of liquidity. It's not that you need necessarily additional liquidity, but don't you have significant opportunities to harvest low cap rates, ground lease income, and net lease? You've done a little bit of that in the fourth quarter. I would guess you probably have over a billion of those kinds of opportunities within your portfolio today. How willing are you to pull the trigger on some of those, particularly during periods like this where demonstrating the inherent value as well as further bolstering your capital position would appear to be sensible?

Well, I appreciate the question, Flores, and you're right. There is liquidity in those segments of the market as it relates to net lease buyers, ground lease buyers. It's very attractively priced, and it's presented a great opportunity for us to recycle capital out of our non-core assets back into the business, back into the redevelopment. When you're able to sell an out parcel at a 5 cap and put that capital back to work at a 10, That's a huge multiplier. And as Mark alluded to earlier, we do expect to ramp up that level of capital recycling to position us to benefit from what you've highlighted, which is some continued attractive pricing for both net lease assets, ground leases, as well as honestly full but smaller grocery-anchored shopping centers. So we do look at that hold IRR, and that guides a lot of our decisions as we move forward. The last thing I'd tell you is we don't look at it from the need to just raise additional capital. We like our self-funded model. We believe our assets are under-rented. we'll really use that lever to find opportunities for additional external growth, right, where we can find a shopping center that may be, as Mark alluded to, 80% occupied and leverage our national platform and our access to and relationships with retailers to get to what we would believe would be attractive value-added returns. So the net leases, the ground leases, and frankly, some of the smaller non-core community shopping centers will provide us some fuel for that forward external growth.

Maybe to further delve into the acquisitions, obviously people are talking about the attractiveness of grocery anchored. A number of your peers want to grow the grocery anchored portion of their portfolio, but buying grocery anchored grocery anchored centers right now. I mean, you know, most people will say that, you know, cap rates for those opportunities have actually, you know, fallen or have gone down because the, you know, more capital's chasing those deals. How do you think about, you know, buying potential lifestyles completely out of favor, lifestyle opportunities where you could actually add, you know, grocery elements or, or, change the tenant mix to enhance and improve the portfolio. Are you looking more at those kinds of opportunities at the moment?

Generally, no. I mean, are there a couple of opportunities out there that may be repositioned into product that's more consistent with our core business? Certainly. And, you know, we're looking at those. But I think, you know, the greater opportunity is more immediate, and that is privately held centers, without access to capital that have experienced disruption both before, during, and emerging from the pandemic. And what we're finding is that the vacancy inherent in those assets is generally priced well, well below replacement costs, which gives us an opportunity to come in, utilize our platform, utilize our access to capital in our core product type to drive value-added returns. But as it relates to really getting out of our discipline, don't expect us to go too far in that respect.

Great. Thanks, Jim. Thank you.

Thank you. Our next question comes from Mike Mueller with J.P. Morgan. Please proceed with your question.

Thanks. I'm just curious. Do you think we'll see the category or geographical mix shifted all over the next, say, five years or so, given compared to where you were pre-pandemic?

Yeah, you know, it's a great question, Mike. I think what you're going to see is us continue to exit some of those single asset non-core markets. You know, we still have probably 30, 35 of those assets within the portfolio, many of which offer some reinvestment opportunity and significant upside, but are probably not longer term holds for us after we've executed on that. And expect to see us continue to cluster, to be in a bigger way in markets that we're already in, like the Mid-Atlantic, Philadelphia, certainly Texas, Florida, Southern California. And those are going to be the areas that you see us continue to grow in, where we think we can put our capital to work at reasonable returns.

Got it. And when you talk about increasing the CapEx spend from $250 up to $300, does that include doing anything different, or is it just more the same and you're kind of just tackling the same projects but just a bigger volume?

It's a function and part of the flexibility that we had in 20 to defer some projects with the agreement of the tenants. So these are largely pre-lease. So we've shifted some of the spend from 20 into 21, but it's all part of that 400 million that's underway that we've identified. And we're working hard on continuing to fill that pipeline for 22 and beyond. Much of what we're doing right now, in fact, from a leasing standpoint, is setting up the pipeline into 23. That's where that larger level of spend is coming this year.

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

Thank you. Our next question comes from Caitlin Burrows with Goldman Sachs. Please proceed with your question.

Hi. I just had one quick follow-up to my question from before regarding the receipt of deferral rents. Angela, I think you mentioned that the rate at which you're collecting them is in line with kind of your other rent collection, so in the low to mid 90%. So I guess I was just wondering versus the kind of reserves or cautiousness that you guys took in 2020 versus what you're collecting today and that it sounds like it's not quite 100% of what would be

what was deferred um should we expect that to have a impact on numbers going forward either one way or the other in terms of those kind of reserves being reversed or not yeah i mean you know i guess what i would say is we we just went through that exercise of assessing collectability across every tenant and every our balance in the portfolio and think that we're going into 2021 with the right reserves in place right so we don't expect additional reserves on 2020 nor do we expect reversals necessarily That said, if you look at the disclosure on page 11 of the sub, and you look at kind of what happened in Q4 with respect to the Q2 and Q3 amounts, yes, absolutely we collected additional cash on amounts that we had reserved, both on the deferrals and amounts that were reserved for amounts uncollected and unaddressed through a deferral agreement. We also took some additional reserves. We ended up in a slight net positive position on Q2 and Q3 amounts, but it was overall about $1 million. So I would say, you know, we feel like the assessments we made at year end were accurate and correct, so there's no question as we navigate the next few months or the first couple quarters in particular, there's going to be some volatility around that.

Okay, thanks. Thank you. Our next question comes from Linda Tsai with Jefferies. Please proceed with your question. Hello, Linda, you may proceed with your question.

Operator, are there any further questions?

There are no further questions at this time. I would like to hand the call back over to Stacey Slater for any closing comments.

Thank you, everyone, for joining us today. Have a great weekend.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.