Greetings, and welcome to the RPT Realty Fourth Quarter 2020 Earnings Conference Call. At this time, all participants are on a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Vin Chao, Senior Vice President of Finance. Thank you. You may begin.

Good morning, and thank you for joining us for RPT's Fourth Quarter 2020 Earnings Conference Call. At this time, management would like me to inform you that certain statements made during this conference call, which are not historical, may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Additionally, statements made during the call are made as of the date of this call. Listeners to any replay should understand that the passage of time by itself will diminish the quality of the statements made. Although we believe that the expectations reflected in any forward-looking statements are based on reasonable assumptions, factors and risks could cause actual results to differ from expectations. Certain of these factors are described as risk factors in our annual report on Form 10-K for the fiscal year ended December 31, 2019, and quarterly report on Form 10-Q for the third quarter of 2020, and in our earnings release for the fourth quarter of 2020. Certain of these statements made on today's call also involve non-GAAP financial measures. Listeners are directed to our third quarter and fourth quarter press releases, and our fourth quarter supplement, which includes definitions of those non-GAAP measures, and reconciliations to the nearest GAAP measures, and which are available on our website in the Investors section. I would now like to turn the call over to President and CEO, Brian Harper; and CFO, Mike Fitzmaurice, for their opening remarks, after which, we will open the call for questions.

Good morning, and thank you for joining our Fourth Quarter 2020 Conference Call. I hope you and your families are all well. 2020 will be a year not soon forgotten. The health and economic impacts from COVID-19 have been unprecedented. Add to this, the social and political unrest our country has experienced in 2020, will no doubt go down as one of the most historic and difficult years in our lifetime. While the issues facing an open air shopping center REIT are small in comparison to 2020’s broader challenges, I am proud of RPT’s response and execution this past year. From our tenant assistance program and charitable donations, to our property-level safety and curbside pickup initiatives, RPT demonstrated its commitment to our purpose of turning commercial ground into common ground. We also took swift and decisive actions to shore up our liquidity and preserve our access to capital with our first-time investment grade credit rating from Fitch. In addition, I was very pleased with the team's tireless effort in pursuit of rent collections, which improved to 91% in the fourth quarter. Following the payoff of our remaining $100 million balance on our revolver, we have over $100 million of cash, and a fully undrawn $350 million revolver, and are now positioned to take full advantage of our unique and valuable partnership with GIC, and opportunistically execute on our external growth plans. We continue to track a healthy pipeline of acquisitions and have started to see some improvement in activity in recent weeks. Let me just reemphasize that the underlying real estate is the primary driver of our acquisition strategy. What we then look for is growth. That could come through a variety of ways, from undermarket rents and mismanaged assets to redevelopment opportunities. It could also come in a variety of different retail formats, from grocery-anchored lifestyle centers, power centers, to community centers. As previously reported, we had five deals in our GIC venture either signed or in negotiations in February of 2020. Once the pandemic hit, we and our partners made the decision to get out of all of them. We are now fortunate to have the liquidity and the deep pipeline within our core markets, and believe the widening value gap between property types, tenant categories, and markets, is creating differentiated opportunities that we hope to take advantage of in 2021. One thing we pride ourselves on is skating to where the puck is going, not to where it's been. Last year, we entered the Austin market by acquiring Lake Hills Plaza. Since our acquisition, Tesla announced a new $1.1 billion assembly plant, Google, Oracle, and Digital Realty, to name a few, each announced relocation or expansion plans to Austin. And Barshop & Oles announced plans for a new $1 billion mixed-use development directly across the highway from our property. It’s been a little over a year since our acquisition. We are more convinced than ever about this dynamic market that truly represents where the puck is going. From a leasing perspective, we continue to make good progress on our grocery negotiations and are also in discussions with tenant categories such as home improvement, wholesale club stores, off-price, QSR, and medical use tenants. This quarter, we signed a total of 120,000 square feet, up 10% year-over-year. Notable signings this quarter included two new deals for the modern tech-enabled healthcare provider. These deals exemplify our enhanced focus on health and wellness tenants. We also have good activity on the two Stein Mart boxes that we took back in the quarter, where we have an opportunity to significantly improve the tenancies of both boxes. At under $1,150 of ABR per square foot, we also see a solid mark-to-market opportunity upon re-lease of these spaces. One Stein Mart box is already leased, and the other has multiple LOIs that are being negotiated with very strong national brands. We ended the fourth quarter with a signed but not open backlog of $3.2 million, up from $3 million last quarter. We are currently tracking roughly $2 million of ABR that is currently in lease negotiation, up from about $1.5 million last quarter, giving us some visibility on offsets to potential future fallout. The leasing pipeline is robust, and we are encouraged by the impact it will have on our future cash flows. Additionally, we have a number of remerchandising opportunities that we are pursuing that are listed in our supplement. These 11 projects consist of redemising, expanding, or combining spaces, similar to the 18 targeted remerchandising opportunities that we completed in 2019. As we did on those projects, we expect to earn attractive returns on our capital of high single to low double digits on this next set of deals. Despite the end-of-year increase in reported COVID cases, our suburban portfolio was less impacted by additional lockdown measures taken since the summer. 94% of our portfolio by ABR remains open, unchanged from last quarter, with 4% of our closures tied to our theaters. The reopening of our theaters remains fluid. Our exposure is almost entirely tied to Regal, whose parent company, Cineworld, recently obtained additional financing they expect to provide liquidity through 2021 and beyond, which is a positive milestone for this tenant. Before I turn the call over to Mike, I want to end my remarks with some thoughts on our reinstated dividend. While we continue to place a high premium on our cheapest source of capital, retaining cash flows, we understand how important the dividend is as a component of our total return to shareholders. With that in mind, we established a $0.075 per share common dividend for the first quarter 2021. The quarterly rate reflects a purposeful analysis of our expected taxable income and our liquidity needs. We believe the new rate is sustainable and can be grown in conjunction with earnings while allowing us to preserve cash to support our growth opportunities and providing sufficient cushion to weather periodic future downturns. With that, I will turn the call over to Mike.

Thanks, Brian, and good morning, everyone. Today, I will discuss our fourth quarter results, our strong balance sheet and liquidity position, and end with commentary to help everyone understand our expectations on how our business will trend in 2021. Fourth quarter operating FFO per share of $0.18 was consistent last quarter, and again, largely driven by rent not probable of collection that I will refer to as bad debt throughout my prepared remarks for simplicity. For the fourth quarter, our bad debt and abatements were $4.4 million, about the same as the third quarter. We reserved about 89% of our uncollected fourth quarter recurring billings, leaving limited downside from these categories relative to our fourth quarter run rates. As of year-end, $18.1 million of recurring billings for the period of April through December 2020 remain outstanding, of which $11.9 million had been reserved. We expect most of the unreserved amount of $6.2 million to be paid back over the course of 2021 and 2022. We continue to be quite pleased with the resiliency of our portfolio and our limited bankruptcy exposure as our at-least rate of 92.8% held up well in the quarter, down just 50 basis points sequentially, primarily driven by the recapture of our two Stein Mart leases that I noted last quarter. Blended rent spreads for the quarter remained positive at 3.4%, impacted by a few flat strategic renewals. Also, it's important to note that the releasing spread is just one factor in the organic growth profile. The other factor that we heavily weigh in lease negotiations are the annual contractual rent increases. The leases that we signed during the quarter, annual contractual rent increases, were about 150 basis points, which is a key contributor to creating a long-term sustainable NOI growth profile. As we have noted consistently, we expect some volatility in our quarterly statistics, given the size of our portfolio, but see a continued mark-to-market opportunity as we cycle legacy leases over the next few years. And as Brian noted in his remarks regarding dividend policy, we have placed a premium on free cash flow, allowing us to utilize our cheapest form of capital to take advantage of these opportunities as we re-stabilize our portfolio to pre-COVID lease rate levels of nearly 95%. We were very pleased with our first-ever investment grade credit rating from Fitch, highlighting our balance sheet strength and flexibility. Couple this distinction with an increased confidence in our business and in our access to low cost of capital, we no longer felt the need to maintain an outsized cash balance, and repaid the remaining revolver balance of $100 million last week. We will also continue to mine our portfolio for additional capital raising opportunities to further bolster our liquidity position and fuel our external growth plans. We ended the fourth quarter with trailing 12-month net debt to pro forma adjusted EBITDA of 7.4 times, up slightly from 7.2 times last quarter, as another COVID impacted quarter entered the calculation. We remain committed to bringing leverage into our long-term target range of 5.5 to 6.5 times, and expect to see steady improvement in EBITDA as we return to more normalized reserve levels and as our signed leasing backlog begins to kick in over the course of 2021. We are establishing 2021 operating FFO per share guidance of $0.77 to $0.87, which is an expected improvement over the annualized 2024 quarter operating FFO per share of $0.72. Key drivers from there are a favorable impact of $0.03 from interest expense, primarily due to the repayment of our revolving line of credit, and $0.02 from our signed-not-open backlog that we expect the vast majority to open ratably in 2021. Further upside based on favorable bad debt reserves, which we expect to be heavily influenced by the reopening of our theaters, which is a function of the trajectory of the vaccine rollout and movie productions. While our assumption is that these circumstances will improve over the course of ’21, we felt establishing a wider range was appropriate, given the potential varying outcomes for our theater exposure, which represents about $0.10 per share of earnings. If our theaters remain closed and do not pay their contracted rent, our operating FFO could be at the low end of the range. Conversely, if they are open and paying, we should be near the high end, all else equal. It is important to note that our guidance does not include the net impact of changes to 2020 estimates for bad debt and straight line rent reserves. Also, while acquisitions are not assumed in our guidance range, we intend to redeploy $100 million of cash on the balance sheet into opportunistic acquisitions that meet our strict underwriting standards, representing upside to our range. While the near-term COVID trajectory remains uncertain, we are cautiously optimistic that the worst is now behind us. As we move closer to a more normalized environment, and given the conflicting impacts of permanent move-outs on rent collection statistics, we hope to return our focus to more traditional measures of REIT operating performance like occupancy, rent spreads, and same property NOI growth. As part of our ongoing efforts to improve our disclosures, this quarter we added a net asset value page to our supplemental on Page 14 to help facilitate your analysis of our real estate value. And with that, I'll turn the call back to the operator to open the line for questions.

Hi. Good morning, everybody. Can we get a deeper update on external growth? Specifically, what are you seeing in private market pricing, also strip investor appetite? And then secondly, we’re in a new year here. Where are you hoping to add property profile-wise or market-wise? And then, what's the mix between on-balance sheet versus additions to the GIC JV, and any reason you guys didn't give acquisition guidance, since it's such a big part of the story?

Yes. Hi, Derek. Let me hit the first update. What we're seeing from acquisitions, obviously, a lot of deals did not trade in 2020. Certainly, a lot of deals north of $50 million in the retail ecosystem didn't trade. We have seen a lot of loosening up from that perspective from private individuals, larger private companies, and from institutions. I’ll say, largely, we're not much of a mark-on-marketed deal buyer. We like the true off-market. We have been sourcing the deals for this past year. And really, as I said in my prepared remark, we had a huge pipeline pre-pandemic of $700 million, with five deals under contract in February that we bowed out of. I think the important thing that I want to put framework around is we're a bottom-up IRR company, and we're here to drive value and achieve the highest risk-adjusted returns. I do want to emphasize, and this goes into our not providing guidance. We will continue to be disciplined and patient. There’s obviously a lot of uncertainty, and we are extremely disciplined in our underwriting, and don't want to do this quarter-to-quarter guidance of acquisitions as opposed to providing a full year guidance. I think the mix of balance sheet versus GIC will be mixed. There's a lot of arbitrage to be had, and a lot of property types that might be too frothy, and some might have opportunities to have that value-added risk-adjusted return. So we see that as a blend, a really good blend of both balance sheet and GIC. And I can't emphasize just the partnership with GIC. They've been nothing but terrific. We're talking all the time, and they're bringing us opportunities, as obviously we're bringing them opportunities.

Okay. No, thank you, Brian. Very insightful. Can we talk a bit about tenant demand? How do you feel about current leasing activity, and where is your pipeline now versus pre-COVID? I know you shared in the open remarks where it was versus last quarter, but how about versus pre-COVID? And then secondly, how could you describe your portfolio-wide mark-to-market opportunity, given the leasing demand you see today?

Yes, thanks. Statistically, I would say we're not quite back to 100% of the inquiries and tours that we were seeing pre-pandemic. Some companies are not flying yet, both from the retailers, but it's improved dramatically over the last two quarters. We feel qualitatively, the activity we're seeing feels more transactional, with more genuine interest and a higher conversion rate with the tenants we are in dialogue with now, as opposed to even last quarter or the quarter before. I do think our suburban portfolio with grocers and high-volume off-price tenants mixed with the good geography, demos, et cetera, is driving demand. And there's always going to be a flight to quality. And as you've heard from me even pre-COVID, there was a flight from malls, and that's something we continue to see more of. And as we've been strict about not just filling up space, we are curating the right merchandising mix, and really staying true to service in essential businesses. What that mall interest is, is creating friction in the market, and that helps drive spreads. That helps drive competing tenants to higher rents. So, I've been very pleased with the results from leasing. I mean, it's a very healthy backlog of signed not leased of $3.2 million today, with $1.8 million in lease negotiations, with a lot behind that, and call it LOIs or proposals or advanced negotiations. So I mean, coming out of a pandemic and really looking at our 2019 levels of signed not leased that led to a sector-leading 4.1% NOI growth, I'm feeling extremely pleased.

And Derek, from a mark-to-market perspective and the rest of our portfolio, we've only cycled through about 30% of the portfolio since we've been here since mid-2018. We still see a significant opportunity there over the last 12 months or so. Our new lease spreads have been about 20%, on a blended basis. And we do see that number continuing over time as we continue to cycle through the remaining part of the portfolio. And just from a leasing volume perspective, to answer your question directly, we expect from a deal comp perspective for new leases to be up about 50% relative to 2020, which is on par with what we did in 2019.

And Derek, one more thing just to bring into the weeds, which I like to do, is just to give you some more context of some legacy leases. We have a huge push on these grocer initiatives, and what we're now seeing too from home improvement and wholesale clubs, really to bring that essential mix into the cash flows. We have two legacy leases that are expiring in two years. We were proactive with them. We are finalizing a lease that is out for signature today with a first-to-market major grocer. That grocer deal over the prior legacy leases had a 66% spread. Like that is the opportunity within this portfolio. And I could say that's a power center. So that's a huge value creation, not only from isolating the deal by itself, but the cap rate compression and the overall deal valuation. So we're seeing that across the board.

Thank you, Brian and Mike.

Thank you. Our next question is coming from the line of Todd Thomas with KeyBanc Capital Markets. Please proceed with your question.

Hi, good morning. I just wanted to circle back first to the acquisitions, and I guess the GIC venture specifically. Can you just remind us how investments were to be split between RPT and the venture, and have the parameters changed at all for the venture, the scope of what the joint venture is willing to buy relative to RPT?

Yes. I mean, I think first and foremost, it's a partnership and we're talking more now than we ever have, and even prior to COVID, we were talking a lot. It's an unbelievable partnership where I couldn't be happier. Really, the venture was set up to focus on grocery centers. They have a ROFO for any grocery center over $25 million in the top 75 MSAs. With that said, would they look at other asset types within the retail world? Yes. I'm not saying that's something we wouldn't do, but something that we're being very mindful of is obviously the balance sheet, growing that as well as our relationship with GIC.

Okay. And going forward, do you anticipate will the venture primarily be structured the same as it was when it was initially formed with your share being 51.5%, or is that expected to potentially change for future investments here?

We’re looking at a lot of options. I mean, I think the thing that we love about them is there's just great flexibility. So it's - listen, obviously, you look at it from a lens of single assets or a small portfolio to large portfolios, which would maybe be a less of an ownership interest. What we love about them is their global reach, their strategic minds, but also their flexibility towards the partnership.

Okay. And Mike, I think you said the guidance does not include acquisitions, but there's an expectation that the $100 million of cash on the balance sheet will be deployed during the year. Is that right? And then, are there any asset sales being contemplated? Are you looking to monetize any properties in 2021, potentially some parcels or individual assets?

No, good question, Todd. And no, there's no transactions embedded into our guidance range on the disposition front, nor the acquisition front. So if we were to go out, which is our intention to redeploy the $100 million into acquisitions, that's going to be upside to our range of $0.77 to $0.87.

Okay. And you do expect to deploy $100 million during ’21? Is that correct?

Yes. I think at this point, timing is the biggest variant, right? So that's why we’re a bit hesitant on putting it within the guidance range, just given the pandemic that we're still currently experiencing. But if I had to guess, I would say that the $100 million would be redeployed in the second half of this year.

Okay. And are there any asset sales being contemplated at all?

No.

Okay. All right. Thank you.

Thank you. Our next question is coming from the line of Craig Schmidt with Bank of America. Please proceed with your question.

Great. Thank you. Regarding the new groceries that you're looking at, are they looking at picking new space by converting parking lots, or are they replacing existing space?

Hey, Craig, these would be all taking existing space. We don't have any grocers doing ground-up in the parking lot. What I love about this is just huge value creation. The majority of these grocers would be taking space within power centers. They want simply the best-in-class grocers, which you can count on one hand. They want the best real estate, and they don't mind if it's replacing a former grocer, power center, or potentially a freestanding location.

And are you able to raise rent in the examples you're working on?

Yes. So the example I gave you where we have a deal out for signature in one of our core markets, these were legacy leases of two tenants. We're combining those two spaces for this first-to-market major grocer. That spread, Craig, is 66%.

And I guess you did two strategic deals in the fourth quarter, which kind of lowered the leasing spreads. Do you think at the end of the year, you'll be closer to your high single-digit, low double-digit rate?

Yes, I would think that. I mean, it's always tough to track spreads quarter-to-quarter. We had obviously monster spreads last quarter, and these spreads were moderate and really were dragged down just by a couple of strategic deals that we did on a portfolio with a tenant where we just thought it was best to renew short-term flat as opposed to take the vacancy. So yes, that would be my guess right now of those high single level digits.

Thank you. Our next question is coming from the line of Floris van Dijkum with Compass Point. Please proceed with your question.

Thanks guys. Thank you for taking the question. Maybe if you could talk a little bit about - Brian, you're always talking about IRR-driven. What are the spreads investing opportunities you have in your portfolio, and how much potential ground rents could you - do you have in the portfolio that you could harvest and redeploy into either redevelopment or new acquisitions?

Thanks, Floris. We did update our remerchandising opportunities in the SOP. That list is long, and there's a deeper list behind that. Where I like this is, we were averaging mid double-digit yields when we inherited 20 boxes when we first came to the company. We see that same opportunity with these identified cases that we listed in the SOP. Those range from infill Miami real estate opportunities, where maybe it's a wholesale or a home improvement add-on, which will obviously have huge cap rate compression, but also allow a lot of tailwind leasing to occur, to the asset that I was just referring to in one of our core markets, the grocery deal of putting that into a power center, replacing two tenants, and that's a 66% lease spread. We've been sharpshooting, and we've been working on this for a while. We've been proactive with the Stein Mart boxes. For example, one is already in lease, and the other one in St. Louis will probably be in lease soon as we come to conclusions on those LOIs. We're seeing just great demand, especially from the junior boxes.

Yes. So the ground lease NOI we have in the portfolio today, Floris, is about $10 million or so. You ascribe a cap rate in the mid-single digits, you have $200 million of value. So reinvesting that in these releasing opportunities that Brian just touched on could be very accretive for the company. And then in addition to that, if we want to redeploy that into acquisitions, there's a nice spread there as well. It's a good optionality.

Yes. That's - so it was around $10 million. So that's meaningful for a company your size. Maybe, could you also comment on the leasing costs that you had this past quarter? Obviously, there were probably some one-offs in here, but the $75 million - sort of 75 per square foot TIs was about 50% higher than what you've averaged for the year. How was that going to trend going forward?

It was high. It was heightened on one deal. Like it hit - it was a five below deal where we had a little bit of extra landlord work combining two spaces. You take that deal off, and it was $44 a square foot. So we see that as more of a moderate range of TIs going forward.

Great. Thanks. That's it for me, guys.

Thank you. Our next question is coming from the line of Mike Mueller with JPMorgan. Please proceed with your question.

Yes. Hi. I guess looking at the $0.075 dividend for the first quarter, was that set by the board by looking at taxable net for the first quarter, or is that based more on a full-year view where you're expecting that dividend to be kind of constant throughout the year and then grow in the future years?

I mean, it’s based on full year. But I can say, we set it really with obviously improved visibility and confidence in the cash flows, where we really weren’t primarily focused on retaining our cheapest form of capital, especially in light of all of that huge upside with the remerchandising opportunities that I've been talking about throughout this call, and upside in our small shop occupancy. I think we balanced that with the approach of setting a competitive dividend, it allows us to grow it comfortably, and even in a no-growth environment. We really set it to a level where we're retaining as much cash as we can for accretive leasing and remerchandising opportunities, and to get those double-digit returns. So it will grow commensurate with earnings, and it really boils down to earnings growth and acquisitions.

Got it. Okay. And Mike, you talked about the variability of where you could end up in the 2021 range based on theaters paying or not paying. How much of the $4.4 million reserves is tied to theaters, just ballpark?

Yes. I would say two-thirds of it, Mike. I think the best way to think about it is the clean number for the fourth quarter, minus any prior period adjustments for bad debt and abatements was about $3.7 million. If there is no change in that number throughout 2021, that would bring you to the low end of the guide for $0.77 to $0.87. If there is improvement, which is our expectation in the theater business, especially given the visibility we have and the conversations we have, especially with Regal that they will reopen in the spring, we'll begin to get back to the days of contract rent, that those collections will improve over time, thereby reducing our bad debt expectations.

Got it. Okay. Thank you.

Thank you. Our next question is coming from the line of Linda Tsai with Jefferies. Please proceed with your question.

Hi. In terms of acquisitions, to the extent you're targeting high growth, high return markets, you noted Miami, Charlotte, Richmond, Phoenix, Orlando. How has pricing changed since pre-COVID, and are you seeing more assets come to market?

We have seen much more come to market, Linda. And a lot of that is talking with private buyers or institutions directly. I think pricing hasn't - from a cap rate, hasn't changed much. NOI has in some of these centers, not all. But we really are focused on assets with unders market rent, assets that may have been mismanaged, and assets where we could have a redevelopment, assets potentially where we might have a grocer or a home improvement or a wholesale club in our back pocket, and could go buy a power center with doing that deal in due diligence. We are very tenant-focused, demand-focused, IRR-focused, and really focused on those types of markets, which you saw. I could tell you, we spend a ton of time in Austin, and Lake Hills has been a home run acquisition for the company. We love Miami. We love Orlando. We love Tampa. We are seeing some tremendous opportunities, and I've spent some time in Boston and love what's going on there with especially life sciences. We see that as a macro trend that will just greatly - will never leave and just will be a great investment opportunity in that city.

Thank you. That's it for me.

Thank you. It appears we have no additional questions at this time. So I'd like to pass the floor back over to Mr. Harper for closing comments.

Thank you, everybody, and I really appreciate all the questions. The pandemic has accelerated many trends in retail that were already underway. As an owner of retail real estate, it is imperative for us to adapt quickly to the rapidly evolving environment. I do believe our focus on strategically thinking about where the future of retail is heading and our private equity-like value creation mindset will set RPT apart from a crowded shopping center universe, and put us at the forefront of the retail evolution. Thank you all for joining this call, and we look forward to speaking with many of you on the virtual conference circuit in the next few weeks. Have a wonderful day.

Ladies and gentlemen, this does conclude today's teleconference. Once again, we thank you for your participation, and you may disconnect your lines at this time.