Brixmor Property : 2Q 2020 Earnings Conference Call Transcript

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2 Q 2 0 2 0 E A R N I N G S C A L L - F I N A L T R A N S C R I P T	A U G U S T 2 0 2 0
C O R P O R A T E P A R T I C I P A N T S

James Taylor, Chief Executive Officer and President

Angela Aman, EVP, Chief Financial Officer

Brian Finnegan, EVP, Chief Revenue Officer

Mark Horgan, EVP, Chief Investment Officer

Stacy Slater, SVP, Investor Relations

P R E S E N T A T I O N

Stacy Slater

Thank you Operator. And thank you all for joining Brixmor's second quarter conference call. With me on the call today are Jim Taylor, Chief Executive Officer and President, and Angela Aman, 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 or 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.

James Taylor

Thanks Stacy and thanks to each of you for joining our second quarter call. I trust that each of you and your families are safe and well. Let me begin my remarks by stating how pleased I am with the durability and resilience of both our portfolio and our team as is evident in our response and performance during this COVID-19 crisis. At the height of the regional closure orders in mid-April, more than 40% of our tenancy by revenue was closed and we saw a similar drop in traffic levels. Yet, our teams had already jumped into action in early March with targeted reductions of 15% in CAM to alleviate tenant expense burdens without sacrificing service levels, additional signage and curbside pickup areas for tenants that remained open, relief in terms of deferment for those tenants forced to close and assistance in accessing PPP and other government programs. We've received universally positive feedback from our tenants for the partnership approach we took.

Today, approximately 94% of our tenants are open and we've seen a corresponding recovery in traffic levels versus last year. Tenants that do remain closed are heavily concentrated in categories such as bars, restaurants, and entertainment uses, some of which have been impacted by re-closure orders in jurisdictions like California. For those tenants that have reopened, we are getting largely positive feedback including reports of larger basket sizes and higher conversion rates versus last year. For gyms, many memberships have been kept on hold following reopening, but the gym operators are also seeing unexpectedly positive trends in new memberships. For restaurants that have drive thru, pickup or outdoor dining, business is recovering well, while those with indoor seating dining are seeing reduced levels due to capacity restrictions.

As of July 29, we've collected 76.6% of our second quarter rent and have entered into deferral agreements or abatements for another 9.8% of rent for the quarter. Of that, we limited abatements to only $1 million, or 40 basis points of base rent, and a majority of those abatements were granted in connection with extensions in term. In other words, we've addressed over 86% of our second quarter base rent as of last week. That momentum also proved out in July, where we've collected 79.7% of our base rent as of last week and deferred or abated another 4.2%. From a collectability standpoint, during the quarter, we took a reserve on base rent of $22 million, which equates to 39% of the recognized and uncollected rent as of June 30. Angela will provide more color on our reserve approach and our recent collections in a few minutes, but we believe, given our collection rates and tenant performance upon reopening, that we've been appropriate and balanced.

I believe our collection statistics, which compare favorably to the broader industry, underscore the quality of our community centered portfolio. But they only tell part of the story. Our balanced business plan continues to deliver even during the crisis. Excluding revenues deemed uncollectable, our same store NOI would have been 3.5%, in line with plan. We also signed over 400,000 square feet of new leases this quarter at an average cash on cash spread of 19%, have over $39 million of leases that are signed but not commenced, and have generated a pipeline of new leases, with vibrant tenants that is at its highest level in the last several years, at 1.3 million square feet and $23 million of new ABR at an average rent of over $18 per foot, during this crisis. As the crisis abates, which it will, we are poised for a strong recovery with a business model that capitalizes on this disruption.

Of course, for all of us, questions persist about the duration of the crisis and its economic impact. Will movie theaters ever recover? What will be the fallout of restaurant tenants that have been forced to re-close? Where will the overall occupancy reset be in terms of tenant failures, which have been relatively modest through this point of the crisis? The truth is no one knows the answers to these questions and responsible management teams must prepare themselves for a wide range of potential outcomes and scenarios. But there are some immutable truths that this crisis has revealed that underscore our confidence in our balanced business plan and how Brixmor is positioned to continue to outperform not just in spite of this disruption, but rather because of it.

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• First, as you've heard me say before, rent basis matters. While we expect spreads to moderate a bit from historical levels, we still benefit from significantly below market rents rolling over the next three to five years. In fact, the average rent on our anchor space rolling over the next three years is $9.00, well below the average anchor rents we've been signing over the last 12 months and through this crisis. And as tenants are, of course, increasingly focused on store profitability, occupancy cost is a key focus. We have the basis to compete for these tenants and still make money.
• Second, successful tenants, as I've said before, are increasingly willing to relocate to get to the appropriate size and prototypes as their store models evolve. This crisis has only accelerated that evolution. We, again, are well-positioned given our national platform and low rent basis to compete for this demand.
• Third, there is a growing number of retail tenants fleeing obsolete product types in favor of the lower occupancy costs, superior visibility, and proximity to the customer that our open-air centers provide. We've been struck by how many retailers, who two years ago would not consider open- air formats, are now coming to us in size.
• Fourth, tenants are realizing the importance of having products within the last mile of the consumer. They are finding that BOPIS and curbside pickup are profitable and convenient ways to serve the customer. We expect that much of that shift towards these models during COVID will persist after COVID, and we have the parking lots and flexibility in our well-located centers to accommodate multiple tenants using these channels.
• Fifth, because of the importance of being within the last mile of the consumer, we are also seeing a convergence of micro-fulfilment and retail, for which we have ample flexibility to accommodate in our centers.
• Sixth, having an appropriate mix of essential, hybrid and non-essential tenants, not only drives relevance of the center to the community it serves, it provides the broadest possible funnel of tenant demand, and enhances the durability and resilience of cashflow as disruption inevitably occurs within retail cycles.
• Finally, we are seeing all of these underlying strengths impacting our business right now, particularly as reflected in our forward-leasing pipeline, which again, is at a several year high despite COVID, and we believe that these very same strengths will be durable drivers of our business going forward.

Looking forward, we do expect the rate of tenant failures to increase, opening up space for better, more relevant concepts. We believe we've adequately reflected these expectations of increased tenant failures in the reserves taken year-to-date and in the number of tenants we've taken to a cash versus accrual basis. Accordingly, this second quarter should represent a low point from an income standpoint.

While the reduced FFO we reported due primarily to the reserves taken and the loss on debt extinguishment this quarter is still adequate to cover our dividend, we remain focused on ensuring that we have adequate growth capital as we emerge on the other side of this crisis. Our decision with respect to the suspension of the third quarter dividend allows us to ensure that next year's reinvestment pipeline is fully funded on a leverage-neutral basis, allows us to capitalize on favorable tax deductions allowable this year, and it puts us in the best position to reinstate our dividend in the fourth quarter as fully as possible. As mentioned last quarter, we don't want to be in a position to have to raise external equity at a time when growth opportunities we believe will be most compelling.

I'd like to conclude my comments by thanking the entire Brixmor team, who quarter-after-quarter, through crisis and beyond, continue to outperform. Your actions drive us towards our purpose as being the center of the communities we serve. Thank you.

Angela Aman

Thanks Jim and good morning. Our results for the second quarter underscore the measurable strengths of this portfolio, including the granularity of the asset base, its proximity to customers, and its significant tenant and geographic diversification. When coupled with attractive rent basis, we believe the result is a platform uniquely positioned to navigate the current environment.

To illustrate the impact of COVID-19 on our second quarter financial statements, we have provided additional disclosure on Page 11 of our Supplemental package, which buckets base rent into its component parts based on rent collections and deferral or abatement agreements executed as of June 30. As you will see, we have separated deferral agreements based on their accounting treatment, consistent with the lease modification relief provided by the FASB. All abatements, as well as deferral agreements that are accounted for as lease modifications, generally due to a concurrent extension of lease term, are not accrued for or recognized in the income statement during the current period. All other deferral agreements are accrued for and recognized in base rents during the current period.

To summarize the new disclosure as it relates to our total portfolio, our second quarter billed based rent was $212 million, of which $1 million was subject to deferral and abatement agreements that were not accrued for during the quarter, resulting in accrued base rent flowing through the income statement of $211 million. Cash rent collections totaled $155 million, or 73.2% of billed based rent as of June 30, leaving $56 million accrued but uncollected, of which $12.6 million was subject to deferral agreements executed as of June 30 and $43.3 million was unaddressed and under negotiation. Subsequent to quarter end, $7.3 million of additional cash was collected and $7.2 million of additional deferral and abatement agreements were executed, reducing the $43.3 million unaddressed at June 30, to $28.8 million, or only 13.6% of billed based rent, as of July 29.

During the quarter, we recognized a total of $27.8 million of revenues deemed uncollectible, comprised of $22 million related to current period base rent and approximately $6 million related to recoveries and prior period AR balances. As Jim highlighted, the $22 million related to base rent, represents 39% of the total amount recognized but uncollected as of June 30, comprised of a 22% reserve on amounts deferred and a 44% reserve on amounts uncollected and unaddressed or under negotiation. Based on the cash collections and deferral agreements executed subsequent to quarter end, the reserve represents not 44%, but over 60% of the $28.8 million of uncollected and unaddressed rent. In addition, our analysis of collectability also resulted in the reversal of $11.5 million of previously accrued straight-line rental revenue. As a reminder, revenues deemed uncollectable and straight-line rental reversals, were also taken in the first quarter to acknowledge the impact of COVID-19 on certain non-essential watch list tenants. On a year-to-date basis, revenues deemed uncollectable totaled approximately 600 basis points of total revenue as adjusted and straight-line rental income reversals totaled $19.4 million.

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NAREIT FFO in the second quarter was $0.32 per share and same property NOI growth was (9%). As discussed, NAREIT FFO reflects $0.09 per share of revenues deemed uncollectable and $0.04 per share of straight-line rental income reversal, in addition to $0.04 per share of loss on debt extinguishment related to the repurchase of $183 million of unsecured notes during the quarter, and $0.01 per share of litigation and other non-routine legal expenses. Same property NOI growth reflects a 1,260 basis point detraction from revenues deemed uncollectible, which outweighed a 290 basis point contribution from base rent and a 150 basis point contribution from net recoveries, as we have proactively cutback on discretionary operating expenses and adjusted service levels across the portfolio, managed net recovery of leakage for the Company, and lessened the expense burden on many impacted tenants.

Turning to the balance sheet, we raised $500 million of 10-year unsecured bonds during the second quarter and used the proceeds and existing cash on hand to repay $500 million under our revolver and repurchased $183 million of 2022 unsecured notes. As a result of these transactions, our total liquidity improved by $200 million during the quarter to $1.4 billion, comprised of over $300 million of cash on hand, and $1.1 billion of availability under our revolver. This liquidity profile is particularly significant in light of the fact that we have no debt maturities until 2022.

Based on current rent collection levels and the adjustments we have made in operating and capital expenditures, we are fully funding the recurring operations of our platform without utilizing any of the substantial available liquidity. Our break-even cash collection rate is approximately 50% before CapEx, or approximately 60% after normal course maintenance and leasing CapEx, well-below the 76.6% and 79.7% collection rates realized in the second quarter and July, respectively, as of July 29.

While we are pleased to be in such a strong liquidity position, with ample capacity to navigate the challenges inherent in the current environment, we are also mindful of the many unknowns for which we must remain fully prepared. As a result, the Board of Directors has continued the temporary suspension of our dividend in order to ensure we emerge from this crisis a stronger and better platform. We believe our long-term business plan, which focuses on accretively reinvesting in our portfolio of well-located neighborhood and community shopping centers, with strong retailer productivity, and low in place rents, has and will continue to demonstrate measurable success, and we believe that it is these portfolio attributes that will define the best positioned platforms post-crisis. And with that, I will turn the call over to the Operator for Q&A.

QUESTION AND ANSWER

Christy McElroy - Citi

Just in regard to the new leases you're executing today, can you talk about where new demand is coming from in terms of categories or specific retailers that you would call out sort of in this environment and how should we think about leasing volume in Q3 relative to Q2? I guess it would be helpful to sort of understand the cadence of activity as we've gone through the lockdowns through today.

James Taylor

Hi Christy, I'll let Brian give you a flavor of some of the tenants that we're signing deals with, but I appreciate the question because it highlights that we continue to sign accretive new leases at pretty significant volumes. Tough for us to predict what next quarter will bring versus this quarter, but we certainly have a lot of confidence over the next several quarters given the size of the forward-leasing pipeline that we have, and frankly, the quality of tenants that are in it.

Brian Finnegan

In terms of categories, we saw some themes during the quarter relative to tenants that have performed well during the crisis. First off in grocery, we signed two grocery leases in the Northeast during the quarter, we have three more in the legal pipeline right now that were just added during the period, and more behind that that we're expecting to come through.

In terms of specific tenants, we signed leases with Dollar Tree, Five Below, Chipotle, Chase Bank, and BofA. Again, many tenants who have continued to be active, and who have large growth pans, and haven't really slowed down in terms of lease negotiations during the crisis. And more importantly, if you look at our leasing pipeline, we actually added to it as Jim mentioned in his opening remarks. It's up 25% from the end of the year at 1.3 million square feet. In terms of what we expect to get signed during the quarter, many of those negotiations had slowed, and we are starting to see that shake out a bit, but definitely hard to predict. We expect it to be down from where we are historically, but considering the circumstances, we're really pleased with what the team was able to execute on during the quarter, and I think it demonstrates the continued demand to be in our shopping centers.

Christy McElroy- Citi

And then just in thinking about your liquidity and capital position, I know it's still early, there's a lot of uncertainty, but how do you think about the potential for dislocation in the transaction markets, in your ability and your willingness to take advantage of that? Are you in a position to buy today?

James Taylor

Well, it's part of why we're being so careful with capital. It was part of the tough decision to continue to suspend the dividend, and Angela referred to the liquidity that we do have, and importantly, the fact that we're covering today from a cash flow perspective even with some of these reserves. So, as we look forward, we do expect significant dislocation in the property market, but we're going to be patient and pick our points.

Mark Horgan

Yes, Jim, I think you said it well. I mean, we're seeing a pretty slow transaction market today, and that's been the case since the start of the pandemic, so it's pretty early to comment on cap rates today, given that the main issue is really trying to figure out where NOI sits between the buyer and the seller. But we are seeing some green shoots in terms of liquidity with smaller assets and triple net leases, so while it's going to be lumpy, I think we'll see what the liquidity trends improve to over time with the grocery-anchored centers showing the strongest liquidity as they normally do.

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And I agree, Jim, with what you said. I think over the next couple of years what's interesting from our perspective is that we're going to see better opportunities for acquisitions than we did over the past couple of years, and I think that's really exciting so we'll find some great assets where we can drive out performance.

James Taylor

And, Christy, I think what's really important in this environment is the national platform that we have, because there is a lot of disruption, so the insights that we have into our core tenancy, I think give us a competitive advantage in a market that's still owned by a lot of one-off owners.

Todd Thomas- KeyBanc

First question, you talked about, Jim, being at about 86% I think, for the combination of collection and deferrals in July. Do you have a sense for how long that metric might take to recover to a more normalized level? And then you've talked now about the strength of the forward-leasing pipeline, when do you get to a point when you begin to recapture space and turn the non-rent paying tenants or those that have not reopened at this point that have had the ability to reopen?

James Taylor

Well, it's interesting because you haven't seen a lot of tenant failures yet. We will see some, and the timing of that will likely playout over the next couple of quarters. In terms of our collection strength, we're real pleased. We're seeing that number subsequent to quarter end beginning to approach 90%, when we have 94% of our tenants open, and as you could imagine, the differential is related to those tenants who may be open, but aren't yet fully open, and we and they want to see how their businesses move through this part of the crisis to determine how we're going to negotiate.

In terms of specific timing, I think it's going to take a couple of quarters to playout, and what makes that so important, Todd, and I think this is such an important question is that dislocation is going to happen in every portfolio, and then the question is how are you positioned to recover. Will you make money through this disruption or not, and that's again where I think that the rent basis that we benefit from is an extraordinarily powerful thing, because tenants don't want to give up the space, but when they do, we have, we believe, healthy and substantial demand behind them, typically at rents that are in excess of what we have in place.

Todd Thomas- KeyBanc

I don't know if I missed it in the comments, are you able to comment at all on where you're at for August in terms of collections and how you would expect that to trend relative to July?

James Taylor

We're not commenting on that now, but I think we're going to be pretty much in line.

Todd Thomas- KeyBanc

In your comments, you mentioned micro-fulfillment I'm not sure if that was directed at grocery in particular, or just retail maybe more broadly, but can you describe how tenants are implementing micro-fulfillment across Brixmor's portfolio, how much exposure you have, and sort of what's in the pipeline today?

James Taylor

Yes, I appreciate the question, and as we think about micro-fulfillment, it's really how the tenants are changing how they're using their boxes, and how they're dedicating the space within their box, in addition to certain tenants looking at adjacencies as a way to serve some of that curbside pick-up or delivery business that they're currently doing. I think that that is an incremental driver of demand at our centers. It's early, but we're already in discussions with a number of our larger tenants around helping them fulfill that strategy of the last mile, and where we're doing it is really across the country, but it's early still. The reason I highlighted it is because I think what this crisis has shown is the need for retailers to have a good position within the last mile of the consumer. The fully e-commerce models didn't work, there was a lot of frustration, a lot of unmet demand. The retailers who have a bricks and mortar presence had a competitive advantage, and so they're thinking more and more creatively about how to use their footprints more efficiently, but also adjacencies in other parts of shopping centers that serve their customers as they want to be served. And, you mentioned grocery, that's obviously a big driver of it, but we're expecting to see it more broadly, and we think it's a competitive advantage. As we compete for new tenants, the ability to offer tenants that additional channel or channels I think is a pretty powerful thing.

Samir Khanal- Evercore ISI

Jim, I guess with the sort of the virus second wave you're seeing in areas like Florida, Texas or California, have you seen any sort of differences in foot traffic or collection in your centers?

James Taylor

We haven't yet, but it's something that we're monitoring real closely. It's difficult for a business to close once, it's even harder for them to close again, and so, we're watching it. We want to make sure that we're successful in bringing some of those tenants to the other side of this crisis, but it's early yet to see any dramatic impacts as it relates to traffic or other measures. Even in those jurisdictions where some of tenants have been forced to re-close, our centers are still largely open, as they have a lot of essential uses, of course, that remain open, as well as hybrid uses that have demonstrated that they can operate safely through the pandemic. And I think that's a key point because what we're talking about now on the margin is a much smaller

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segment of the portfolio. We're concerned about it, we're focused on it, but it's a little early yet to determine of the tenants who re-closed, what impacts there will be.

Samir Khanal- Evercore ISI

Just as a follow-up here, for Brian or Angela, where do we stand on rent commencement dates today for later in the year? Are tenants still looking to open up stores in time for the holidays, as we think about sort of that lease versus occupied spread that you have, or should we assume most of their rent commencement dates have been pushed out in the next year at this point?

Angela Aman

The $39 million that Jim referenced, which makes up that spread between our leased and billed rate today, between 40% and 50% of that we expect to commence during the course of 2020, with the remainder in 2021, and a small piece, probably about 5% of it, into 2022. So, we do expect significant rent commencement over the course of the year. Those expectations do reflect a number of leases that we have worked with tenants to move into 2021, based on what's best for them, and the decisions we've made as it relates to capital spending this year, but as I said, a significant portion of that signed, but not commenced should come on line during the course of 2020.

Craig Schmidt- BAML

You've had very good resilience in terms of leased occupancy, but given the increase in store closings, permanent store closings, do you expect occupancy will be lower by year-end than where you are here at the end of second quarter?

James Taylor

Craig, we do, and I made the comment in my remarks that we haven't yet seen the full wave of tenant's failures that will result from this crisis. And, what's interesting is, even those tenants that have declared bankruptcy, our portfolio has been minimally impacted in terms of actual store closures. But I do think it's rational to expect that there will be certain levels of tenant failures in different parts of the country, which is something that we're prepared for, and we think we're in a good position to capitalize on.

Craig Schmidt- BAML

And then related, leasing spreads obviously have been trending down by quarter, when do you think we hit an inflexion point and they can start increasing again?

James Taylor

I want Brian to come in on this a little bit, but of course during the crisis as you're negotiating renewals and other things, to keep some of those tenants in place you're willing to cut maybe tighter deals than you would in a more normal environment, and I expect that we will continue to have leasing spreads that lead the sector, albeit, perhaps not at the 30% new lease spread that we had over the last several quarters. Importantly, we still do have a lot of room to make money.

Brian Finnegan

Jim you covered most of it. I would just add, Craig, Jim mentioned in his opening remarks of that $1.3 million in the legal pipeline, the rents are above $18 bucks, so we're already in the low 20s in terms of new lease growth over our in-place rents, and we could see renewals moderate a bit here. As Jim mentioned, we are strategically keeping some of those renewals short-term, many are a part of deferral agreements, so I'd expect that number to moderate a bit, but long-term, we're very confident in the ability to drive the rent basis higher in the portfolio, and you can really see that in the leasing pipeline, the rents that we've been able to attract in those new leases, even through this.

Ki Bin Kim- SunTrust

Does low rent matter as much in this type of environment where there is going to be more supply coming available in high rent locations and lower rent locations, and I'm just kind of thinking about loud here, but if I'm a retailer, I don't know if saving a couple of bucks a square foot in rent really matters that much when I have a lot of options.

James Taylor

Well, I think location always matters, and look, I think we demonstrate the locations of our assets quarter-in and quarter-out with our sector leading leasing volumes, and as we look forward a historically high forward-leasing pipeline. But, yes, rent basis does matter if you want to make money, right, if you're looking forward and you're seeing a $25 rent going to $18 bucks and you've got to put capital to work to get the $18 bucks, it's going to be a painful several quarters, if not longer, as you work through that.

I believe that we're going to continue to capitalize on great locations that given the history of this portfolio, have had lower rents, and I think we're going to continue to capitalize on that spread, which you can see as you look at the numbers this quarter in fact. So, I do think that tenants are going to be even tougher in the environment going forward, and they're not just going to sign any rent, they're going to want to know with their improved forecasting models, can they be profitable in the sales driven by that particular store, and rent is going to be a key part of that consideration.

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Ki Bin Kim- SunTrust

Your expenses dropped a little bit year-over-year. I'm just curious how much of that is sustainable versus reflecting a lower run-rate just because of the reality of being shut down for a couple of months.

James Taylor

Well, I'm really proud of, I mentioned it in the remarks, I'm really proud of the job that Haig and the operations team did immediately throttling back expense levels of the property, changing service levels, changing scopes, to make sure that the tenants, particularly those that were closed, had a lower CAM expense burden, so we've reduced it across the board by 15% to in some instances 20%. As the traffic picks up back at the centers, as you see the tenants reopening as they have, we do expect the expense savings to abate, if you will, as we continue to bring the assets up to their normal service levels. So, the year-over-year decline was very intentional, and part of our response to making sure that the tenants had as low an expense burden as possible.

Shivani Sood- Deutsche Bank

You've mentioned several times now that you expect tenant failures to remain elevated, so just curious how you're incorporating that new norm in the leases that are being signed or how that's changed the team's underwriting with regards to new leases, especially for smaller tenants.

James Taylor

It really makes you highly, highly focused on underlying credit, but also that you're bringing in the type of tenant that you expect that's going to be successful. And, our approach as a company is to always try to bring in tenants that help that center connect with the community it serves. We're getting smarter and smarter about it, there's more and more data. The traffic data that we use that Brian's team capitalizes on with David Spawn is highly insightful in terms of what types of tenants are going to draw traffic, what types of tenants are going to do well.

And so, while there will be disruption and we will see higher levels of tenant failure, we're not wondering how we're going to backfill space, we're not concerned about the broad funnel of potential uses that would work well in our shopping centers. So, yes, that's the approach that we're taking. We're obviously being more and more disciplined in terms of capital that we're putting to work, make sure that the credit is going to be there.

Shivani Sood- Deutsche Bank

And then, in terms of the two dispositions in the quarter, can you remind us, were those in progress pre-COVID?

James Taylor

One of them was and one of them was an opportunistic sale of a highly vacant shopping center where we had a bid that was in line with some of the bids that we had seen pre-COVID.

Julien Blouen- Goldman Sachs

I guess small shop lease occupancy increased 10 basis points sequentially, and only declined about 10bps year-over-year, which I think is better than people feared I guess. Does that surprise you, and what is kind of your outlook for the trajectory of small shop occupancy going forward?

James Taylor

It doesn't surprise us, and in part, it goes to the point, Julien, that I was making earlier around tenant failures. We haven't seen a huge number of tenant failures yet, but they will come, and Brian, maybe you could just comment in terms of how we're thinking about the back-fill demand.

Brian Finnegan

Yes, Julien, as we talked about earlier, many of the uses are tenants that I had mentioned we were able to sign leases with. We signed four leases with Spectrum during the quarter, but it really goes to Jim's point, we haven't seen those tenant failures come through yet, we do expect that to happen as we go through the year, so I expect to see that number, wouldn't be surprising if it came down. But in terms of demand behind it, we continue to see active tenants in the quick serve, fast food restaurant category. I mentioned Spectrum and other consumer electronics, cellphone uses, uses that we're actively in negotiation with to backfill. So, the demand is there, but we do expect that to moderate as tenant failures come through.

Julien Blouen- Goldman Sachs

I guess it sounds like your expectations for tenant failures is probably going to be more concentrated in the small shop tenants?

James Taylor

I think it's going to be both large and small format. I think what you're seeing from a high-level perspective accelerates the demise of concepts that were already losing relevance before the crisis, and we're going to see that play through, both with small shop tenants and large anchor tenants. Net-net for us, we believe that's a good thing as we can bring in better, more relevant uses. But to your earlier question about occupancy, it just takes a while to work its way through the portfolio.

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Mike Mueller- JPM

You talked about the second quarter being a low earnings point quarter. Do you think that comment would still hold true if you ignored the second quarter bad debt charges and the big straight-linewrite-off?

James Taylor

Yes, I really was referring to both the straight-line rent write-off, as well as the reserves that we've taken. And remember that we not only took reserves in the second quarter, but we also took some in the first quarter as the crisis became more apparent, and we've taken a number of tenants as well to a cash basis, which we'll see what the failure rates ultimately end up being, but I do think with a combination of those things, excluding the debt charge, we think this is going to be a low point.

Angela Aman

Yes. I think that's well said, Jim, I think looking at all things considered, you know I talked about the signed but not commenced and continuing to expect some good momentum on that top-line base rent contribution and the measured approach to operating costs over the course of the year, so I do think net recoveries continue to be a positive contributor. And then as we move forward into the third quarter and ultimately the fourth quarter, where that revenue is deemed uncollectible number ultimately lands is going to depend heavily on where rent collections land overall. So, that's what we'll be keeping an eye on.

Wes Golladay- RBC

I'm just curious if you're seeing more demand for your outparcels, and if more tenants are willing to be on an outparcel with the drive-thru capabilities?

James Taylor

We are.

Brian Finnegan

Yes, and you saw it, again, as I mentioned a few of those tenants we continue to have very active dialogue with the banks, Chase, BofA been very active, Chipotle has been very active, so our outparcel program, we expect to accelerate that. It's one of the things that in terms of the deferral agreements that we've been able to unlock even more outparcel opportunities in those discussions, so we've seen the demand continue, and we expect to be able to push that forward because of what we've been able to unlock in many of these conversations.

Wes Golladay- RBC

And then just looking at the 16% of unaddressed July rent, do you have an approximation of the split between tenants that are just being opportunistic and you're doing longer negotiations with, versus those that are actually struggling, and then maybe parlay that into are you actually still signing new leases with some of the tenants that are not paying?

Brian Finnegan

If you look at the 16% number, just with deals that we have out, basically handshake agreements that we're expecting to get signed here during the month, it pushes that number basically to 90%. And then, the remaining 10% that's out there, it's primarily the tenants in the fitness, sit-down restaurant entertainment category that frankly don't have clarity on reopening yet. Many in New Jersey and California where some of these restrictions have still been in place, and what we've seen so far is that when there is clarity on reopening, it brings many of those tenants to the table, and it's certainly a challenge for their businesses, we're in touch with them, we're working with them, but as they have more clarity on reopening their businesses, we think we'll be able to bring those to resolution, and that's the bulk of really what's out there in that 10%.

Wes Golladay- RBC

Got it. So, there could be some new leases you're doing?

Brian Finnegan

To be clear we have not signed any new leases with tenants that have not been paying their rent.

Floris Van Dijkum- Compass

There are not many transactions in the market right now, but what is going on in your view on cap rates for your type of assets? Are they moving up or are they staying stable, or do you see cap rates for some assets declining? Would love to get your commentary on that, and also, when you do go on offense, what are the things that you would be looking for?

James Taylor

I want Mark to comment, but I think its much more than an issue of where cap rates are right now. It's an issue of underwritten NOI and what level is it at. I think that disconnect is actually going to be a huge source of potential opportunity for us, given our national platform, and given the visibility we have on underlying tenant demand. It's really an environment I think going forward that we're going to have certain platforms that are unable to capitalize on the tenant failures and space they get back. But as for cap rate versus NOI level, Mark, maybe you can give some more color.

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450 Lexington Avenue ¦ New York, NY 10017 ¦ 800.468.7526

Mark Horgan

As we said earlier, the marketplace has been pretty slow, so I do think it's a bit early to comment on cap rate direction. As I said, we are seeing some green shoots, but I think it's a little early and expect more color over the next couple of quarters. As far as what we're going to be looking forward to in the acquisition market, it's going to be very similar to what we looked for in the past. Where can we find assets that we can take advantage of our platform to drive value, and if you look at some of the deals we've done over the last couple of years like the one in San Clemente, or the one down in Venice where we really had true value add opportunities, I think we'll see more of those as we go forward into this new environment.

Floris Van Dijkum- Compass

Anyway, you can quantify some of the benefits that you've been able to achieve as a result of those modifications?

James Taylor

It's a great question, and Brian and team have done a phenomenal job in every circumstance where we were granting deferrals, making sure that we were getting value in terms of lifting restrictions, outparcels, etc., that far exceeded the time value, if you will, of that deferral, or the additional credit risk that we were taking as part of it.

Brian Finnegan

Yes, Floris, we don't have an aggregate number, but if you think about the value of a Chase Bank outparcel, if you think about the value of a five year extension, and we're able to do that really across the portfolio with a number of these tenants, it's even more than we had talked about. Our principle from the beginning is that the value that we were getting was justifying the cost of the deferral agreement, and we're really proud of the team as part of these discussions and coming to win-win agreements with a number of our retailers, and you can see it, and you will see it in terms of the deals that we're able to strike with new tenants, new outparcel opportunities, that come out of this, so we've been very pleased and it's in every agreement that we're doing, we're getting this type of value.

Vince Tibone- Green Street

Could you just share a little color on secured debt availability today and maybe how loan terms have changed since the pandemic hit?

Mark Horgan

Well, we're really not a user of secured mortgage debt, so it's really not a place where we're experts in that market, but what we're hearing is that the market continues to be slow for the majority of retail. Some deals get done with some financing that isn't quite as aggressive as you look back six months ago, but still, that's still pretty strong, but again, we're don't really use that product very often, so it's not something we're experts in.

Vince Tibone- Green Street

No, but that was more because trying to read through a potential cap rate or value move. I know a lot of your buyers use secured debt, so is there any more things you can quantify in terms of the LTVs being down from maybe 60% before COVID to 50% or even 40% today or is it still too dark to provide any more definitive read-through on LTVs?

Mark Horgan

I still think it's pretty, I guess dark is the word you used, to look at it, but you're going to see it very similar to what you normally see in this market where you can get the most attractive financing, and when you get down the risk factor, that's where the lender become more conservative, but I think it's a little early to exactly comment on where we're seeing overall leverage rates land.

James Taylor

But I do think it's fair to point out that lenders are going to take a more conservative view of lease-up and other types of risk in this environment than they did before, which may impact LTV, but it gets back to what is the NOI ultimately being underwritten.

Vince Tibone- Green Street

Right, totally makes sense, I appreciate that color. One more quick one for me, can you just discuss the typical structure and payback period of the deferral agreements you've reached with tenants thus far?

Angela Aman

In terms of the deferrals, on average they've been between two and three months. The time period over which you might see that impact the financial statements in some cases is a little but longer, because some of the deferrals have been structured, as an example, two months spread over a four month period, so where tenants are continuing to pay 50% of rent for four months. But on average, the total deferred time period has been two to three months, and we expect that substantially all of the deferrals will be paid back by the end of 2021.

Vince Tibone- Green Street

Perfect. So, it is fair to say most of the cash from the deferrals getting paid back within 2021 not '20, focusing more on cash flow?

Angela Aman

The majority will likely show up in 2021, I think that's fair.

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450 Lexington Avenue ¦ New York, NY 10017 ¦ 800.468.7526

Greg McGinniss- Scotiabank

So, Jim, you mentioned switching tenants to cash basis accounting given the expected higher levels of tenants failures. Digging into that comment a bit, and I apologize, this is a multi-parter, but what percent of rent has been shifted to cash accounting since the beginning of the year? What is the total level of contractual rent from cash basis tenants? And then how much of the rent reserve is related to the cash basis tenants now? And finally, what percent of rent from cash basis tenants was actually paid in Q2 and in July? And, I can go over that again if you need me to.

James Taylor

This feels like a bar exam question --multi-part and I need to break out my little blue book and make sure I got all the points. For the reserves that we took in the quarter, obviously those related to tenants that we took to a cash basis, I don't think we're prepared to provide detail on what percentage of our overall tenancy is on a cash basis. But what's important is the accounting provides that where you don't see it's probable that you will collect 97% of the rent over the balance of the lease term, you take that tenant to a cash basis.

So, I'm real proud of the effort that Angela and team led across the entire platform where we went tenant-by-tenant and made those types of assessments. We did detailed liquidity analyses, etc., to make sure that we were getting as accurate and appropriate a view as to where the reserves needed to be taken. Is it possible that we take additional reserves in a future quarter? Of course, and that can move either way when your account for things as we do on a specific ID basis.

Angela Aman

Yes, just a couple of the questions embedded in there, Greg. I would point you to the COVID disclosure we added to the Supplemental this quarter on Page 11, footnote 5, which talks specifically about the reserves, does break-out the component of the reserves taken against base rents attributable to cash basis tenants, so of the $22 million reserve taken against base rents for the total portfolio, $20.1 million related to the cash basis tenants, so, substantially all of it. In terms of the rent collection levels attributable to the cash basis tenants, it was just a little over 20% for the second quarter, and that almost doubled, or more than doubled actually, for July, so you're up closer to 43% in terms of rent collections from cash basis tenants in July.

Greg McGinniss- Scotiabank

Thanks for the clarity on that. And, just a quick follow-up talking about setting the reserves, so with the increased collection in Q2 from when you set the reserve since closing the books, I'm just curious if that reserve seems more or less conservative than maybe you need it to be?

Angela Aman

Yes, I would just say as we went through this exercise as Jim sort of described the process. It's a lease-by-lease analysis across the entire portfolio, and we really worked hard to make sure that we brought in all of the knowledge about all of these tenants across the organization into that process to make sure that we were as complete and accurate as we could be in terms of setting that reserve. Based on that, and the comments I made in my prepared remarks, the fact that we're now, based on the cash collections that have occurred subsequent to quarter end, and the additional deferred amounts, we're now 60% reserved on what's outstanding, I think that feels pretty appropriate and balanced based on the current environment, but certainly that's a significant reserve around those amounts still pending.

James Taylor

Yes, Greg, that's six zero, 60%.

Linda Tsai- Jefferies

Hi. Any sense of how much PPP loans have helped your local tenants and the degree to which this is a source of funds for rent payments going forward?

James Taylor

I think it was meaningful across our small shop tenancy in particular. We don't have specific statistics in terms of how many of our tenants actually received it. We have been talking to, of course, some who have and the first thing they do is come current on rent, which we've seen. I don't think it's going to be a huge source of rental income though going forward. I think the biggest source of rental income going forward is going to be these businesses reopening. So, we stood at 94% reopen and, as Brian alluded to in his remarks, the amounts that we have yet to collect are substantially related to those businesses that haven't fully reopened yet.

Linda Tsai- Jefferies

Then just one for Angela, when you do start feeling better about your outlook and reinstate the dividends, what level would you target as a percentage of normalized AFFO, and then also, how would that ratio look if you factored in the impacts of deferrals?

Angela Aman

Thanks, Linda. I think ultimately that this is a Board level decision, and it's going to depend on a number of different factors, including some of the things you point out in terms of deferrals, in terms of our cash collections, and importantly, as we've talked a lot about on this call, the level of tenant failures across the portfolio when we determine what the right level is. I'm not prepared at this point to share a specific target ratio in terms of how the Board will think about that, but I think certainly we're encouraged by the strength and resiliency of this portfolio, and as Jim said in his prepared remarks, we're doing everything we can to put ourselves in a position to emerge from the crisis a stronger and better platform and be able to reinstate the dividend as fully as possible based on all those factors.

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