Greetings, ladies and gentlemen, and welcome to the Urban Edge Properties Second Quarter 2021 Earnings Conference Call. At this time, all participants are in 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, Ms. Jennifer Holmes, Chief Accounting Officer. Thank you, ma'am. Please go ahead.

Good morning and welcome to Urban Edge Properties' second quarter earnings conference call. Joining me today are Jeff Olson, Chairman and Chief Executive Officer; Mark Langer, Chief Financial Officer; Chris Weilminster, Chief Operating Officer; Danielle DeVita, EVP of Development; Herb Eilberg, Chief Investment Officer; and Rob Milton, General Counsel. Please note, today's discussion may contain forward-looking statements about the company's views of future events and financial performance, which are subject to numerous assumptions, risks, and uncertainties and which the company does not undertake to update. Our actual future results, financial condition in business may differ materially. Please refer to our filings with the SEC, which are also available on our website for more information about the company. In our discussion today, we will refer to certain non-GAAP financial measures. Reconciliation of these measures to GAAP results are available in our earnings release and supplemental disclosure package in the Investors section of our website. At this time, it is my pleasure to introduce our Chairman and Chief Executive Officer, Jeff Olson.

Great, thank you, Jen and good morning everyone. We heard from many of our investors that they would like to hear more from us. So, we plan to do these calls twice a year in addition to scheduling more investor roadshows. I am going to provide an update on our business, then turn it over to Chris Weilminster to talk about the operating environment, and Mark Langer will cover our financial results. We had a great quarter, generating FFO as adjusted of $0.28 a share, up 56% compared to prior year. Same property NOI, including redevelopment grew by 24% compared to last year. Our results benefited from $0.04 a share from collections of previously reserved tenant receivables. The retail sector is strong. During the quarter, we increased same-property leased occupancy to 92%, a 90 basis point increase compared to 1Q 2021. Our leasing pipeline is the largest it has ever been with over one million square feet of space under negotiation. The most active categories include grocers, discounters, off-price retailers, home furnishings, health and beauty, quick service restaurants, and medical users. One of my favorite data points is to look at how our top retailers are performing in the equity markets. On average, the stock prices of our top 15 retailers, who are publicly traded, have increased by 55% since the pre-COVID stock market peak on February 19, 2020. One of the best leading indicators of our NOI growth is the $12 million of future gross rent coming from executed leases that have not yet commenced rent, up from $10 million last quarter. This amounts to approximately 5% of our current NOI. We have another $19 million of rent under negotiation that should absorb existing vacancy, representing approximately 8% of NOI. Taken together, we have visibility to increase NOI by 13%, which would bring us back to pre-COVID NOI. We are now hopeful that we will reach pre-COVID NOI in late 2022. Anchor leasing is driving redevelopment activity. The bulk of our redevelopment projects are relatively straightforward anchor repositioning investments, where we are taking a former Kmart or Toys“R”Us and converting the vacancy into a grocer like ShopRite or discounter like TJ Maxx or Burlington. These projects are low-risk, high-return investments as each project costs only around $10 million and anchor leases are executed prior to construction. We have $134 million of active redevelopment projects underway, expected to generate an 8% yield. Cap rate compression, resulting from upgrading our tenant mix creates additional value. We plan to increase the percentage of our grocery-anchored assets from 60% to 70% of asset value based on redevelopments underway and leases in negotiation. Our average grocer generates about $900 a foot in sales, the highest reported number in the industry. We have another $150 million of redevelopment projects that we hope to activate over the next year. The largest projects include adding four high-quality anchor retailers at Hudson Mall to replace the Toys“R”Us and interior shop vacancies, adding four anchors at Bruckner to replace Toys and Valance vacancies and leasing the Century 21 vacancy at Bergen Town Center. As retail demand for new stores has increased and collections have normalized, debt and equity investors have embraced open-air centers. Pricing for high-quality shopping centers is at or even above pre-COVID levels due to an abundance of low-cost capital and recognition that open-air retail cash flows are durable, even during a pandemic. It's easy to see why investors are attracted to the sector, where one can generate over an 8% cash-on-cash return buying an asset at a 5% to 5.5% cap rate and obtaining a 3% to 3.5% 10-year mortgage leveraged at 65%. This is especially attractive for yield-starved investors considering the sub 4% cap rates we are seeing in the industrial and multifamily sectors. We are encouraged by the growing demand for assets, as we look to sell selected non-core properties. We have sold or have under LOI approximately $40 million of non-core assets year-to-date at a cap rate of approximately 6%. We are redeploying these proceeds into two industrial properties that are located near our one million square foot industrial park in East Hanover, New Jersey, which we are buying at a stabilized cap rate of approximately 5%. Our strategy of upgrading our merchandise mix accessorizing our properties with non-retail users is gaining momentum. We intend to deliver our first retail to industrial conversion during 2022 in Lodi, New Jersey. Throughout many sub-markets in the New York Metro area, industrial rents have increased to levels that equal or even exceed Big Box retail rents, creating an opportunity for us to leverage our existing assets, infrastructure, and retailer relationships. Our balance sheet remains strong and is well aligned to our growth strategy. We have approximately $1 billion of liquidity, including almost $400 million of cash and a $600 million undrawn line of credit. Our balance sheet is positioned to fund our development and leasing program and allows us to be opportunistic on the acquisition front. I am proud of our team and believe it is one of the most talented groups in the industry. We have had a number of senior people join us this year. Danielle DeVita, Executive Vice President of Development came from Simon where she developed over $3 billion of premium outlet centers. John Villapiano, Senior Vice President of Development also came from Simon to lead the execution on some of our significant redevelopment projects. Sandi Danick, Senior Vice President of Leasing brings more than 30 years of retail experience, including at American Dream, Garden State Plaza, and Cross-County Center. We are also excited to welcome our newest board member, Susan Givens. Susan brings valuable experience in real estate and has significant financial and capital markets expertise. She currently serves as the CEO of New Senior Investment Group, a New York Stock Exchange listed senior housing REIT. Overall, we feel very good about the current state of retail and the leasing and the development progress that is underway. We are entering the back half of the year in excellent shape.

Thank you, Jeff, and good morning everyone. First, I would like to reiterate Jeff's comment regarding the Urban Edge team. I am so appreciative and proud of what we have accomplished through all the challenges we faced over the past 16 months. The hard work of our team put us on a solid foundation to take advantage of the leasing activity that has come to life over the past six months. The team had an impressive quarter executing 15 new leases, totaling 250,000 square feet, the highest level in any one quarter at Urban Edge since 2015. Overall, we increased same-property occupancy 90 basis points to 92%, primarily driven by the 123,000 square feet lease with Sector Sixty6 at Las Catalinas in Puerto Rico. Sector Sixty6 is an immersive entertainment venue offering K1 racing, bowling, ropes courses, gaming and lots of food and beverage. This operator has a proven track record on the island and will draw families from approximately two million people living within an hour of the property. This is exciting news for a vacant Kmart box. Our leasing spreads for the quarter do not include percentage rent we expect to receive from Sector Sixty6, which should increase our spreads on new deals to a positive 7% for the quarter. The breadth of retail demand across multiple categories is creating opportunities for us to upgrade our tenant base. In total, we have over one million square feet of space under negotiation with expected rent spreads in the low-to-mid single digits. It is exciting to see the positive momentum of the retail industry. COVID accelerated the decline of the weakest retailers, creating new growth opportunities for well-funded relevant concepts. We have seen a huge uptick in retailer leasing activity throughout the New York metropolitan area, led by thriving retailers like Target, BJ's, TJX, and its multiple brand concepts. Burlington, Dick's, Ulta, Sephora, Five Below, lots of medical uses, such as Northwell and City MD, and multiple grocers including ShopRite, Aldi's, Stop & Shop, and Uncle Giuseppe's. Another hot category is food and beverage, primarily with the quick service and fast food operators, which have an insatiable appetite for growth. Names include Shake Shack, First Watch, Gregorys Coffee, Mighty Quinn's and Pizza, Crumbl Cookies, and Chick-fil-A. We are in numerous discussions with traditional mall retailers looking for off-mall locations such as Sephora, Skechers, LensCrafters, Express, Gap, and Bath & Body Works. These retailers are seeking more convenient, less expensive open-air locations to better serve their customers. Our retailing partners continue to reiterate the importance of physical stores as an essential ingredient to create a thriving retail ecosystem, where success is recognized when the customer journey is blended across the digital and physical space. Our open-air centers help retailers accomplish this objective with visible parking convenient to our customer's desired destination. One aspect of my job that I really enjoy is partnering with Danielle DeVita and her team as we reimagine our strategic redevelopment opportunities striving to bring the optimal tenant mix to the surrounding communities. We have tremendous potential on our existing real estate to creatively densify our properties with other types of uses that will complement our retail mix at Bergen Town Center, Hudson Mall, Yonkers Gateway, Bruckner Commons, and many of our other assets. We are thrilled to welcome Sandi Danick to our leasing team. Sandi spent the past 8.5 years leading the merchandising and leasing strategy at American Dream. Sandi will be focusing our endless energy and attention on upgrading our retailers of Bergen Town Center, as well as being an ambassador on behalf of Urban Edge to the traditional mall-based tenants that are now looking for off-mall locations. The leasing team's focus and objective is crystal clear, increased occupancy with the most relevant credit-worthy retailers that will best serve the needs of our surrounding communities. The blocking and tackling required to accomplish that task is done in partnership and collaboration with every department at Urban Edge. The recovery is well underway and our team is focused on driving occupancy back to 96%.

Thanks, Chris. Good morning. I will focus my comments on three areas this morning. First, the drivers of our second-quarter results. Second, data points related to future NOI and FFO growth, and I will then conclude with some comments on our balance sheet and ESG efforts. First, in terms of our second-quarter results, we exceeded expected levels of earnings and NOI due to the continued momentum in rent collections. A few data points may help put this in perspective. The second quarter of 2020 was the low point of collections and our high point for reserves established for uncollected rents, given the significant uncertainty and mandated closures affecting the vast majority of our portfolio. When we closed our books in the second quarter of last year, our collection rate was approximately 66% and we reserved $12.5 million of rents we deemed uncollectible in the quarter. Fast forward to today and our collection rate is 97% and new reserves for amounts deemed uncollectible in the quarter dropped to $3.1 million. We continued to recover receivables once deemed uncollectible. We finalized the furlough agreements for several large tenants and received large lump-sum payments in the second quarter from restaurant chains, a furniture store, a few apparel tenants, and a fitness operator, which collectively contributed to the $4.6 million of collections on amounts previously deemed uncollectible. This $4.6 million exceeded the $3.1 million of new reserves we added in the quarter that I just referenced. So, we ended up with a net credit balance of $1.5 million for uncollectible reserves this quarter. We have provided detailed disclosures about receivables and collection trends on pages 31 and 32 of our supplement, where we note that approximately 13% of total portfolio ABR is currently on a cash basis. Substantially, all new reserves for amounts deemed uncollectible in the second quarter pertained to cash basis tenants. Turning to the fundamentals; same property leased occupancy increased 90 basis points to 92%. As Jeff and Chris have noted, we have made great progress leasing anchor spaces and have seen increased activity on shop spaces. Looking forward, we expect that the $12 million of annual gross rents that pertain to executed leases that have not yet commenced will have meaningful contributions to NOI starting in the first half of 2022. Substantially, all rents should commence by the fourth quarter of 2022. For modeling purposes to assess how the $12 million will come online, we currently expect almost $0.5 million to be generated later this year, which will grow to $9 million in 2022 before stabilizing at $12 million in 2023. From an earnings perspective, we reported FFO as adjusted of $0.28 a share during the quarter, which benefited from $0.04 a share of collections on previously reserved balances. We expect such reversals won't moderate in the back half of the year, which should be factored into the expectation of future earnings estimates. The remaining unpaid balance of deferred rents for modification agreements entered during COVID currently amounts to about $6 million of which almost $5 million is reserved as the bulk of these agreements are with tenants on a cash basis. Considering that we are currently collecting 91% of deferrals, we do expect additional reversals on reserves going forward, but they will occur over time, given the respective deferral payback periods. In terms of our balance sheet and liquidity, we ended the quarter with total cash of $380 million and have no amounts drawn on our $600 million line of credit. We have no debt maturing this year and have two mortgages aggregating only $81 million coming due in 2022. We intend to use our cash to fund our redevelopment pipeline and for acquisitions. We were pleased to issue our first ESG report at the beginning of July. While the report is new, the cornerstone principles outlined in the report are not new as we have spent the past several years reducing the environmental impact of our centers, investing in the communities in which we operate, and providing our employees with comprehensive benefits focused on their development and well-being. The next phase of our ESG efforts include establishing formal targets and goals to reduce greenhouse gas emissions and water consumption and improve waste recycling. We are also developing new policies focused on expanding employee wellness programs and diversity. We look forward to reporting on our progress and providing added transparency via our GRESB filings in the future. In closing, we look forward to meeting with many of our investors this fall and we'll host another earnings call early next year, when we report our full-year 2021 results.

Thank you. The floor is now open for questions. Our first question is coming from Steve Sakwa of Evercore ISI. Please go ahead.

Thanks, good morning. Jeff, I was wondering if you could just quickly start, I know you mentioned the industrial transaction that you did, and it sounds like it was maybe more of a 1031 driven deal, but is there anything a little bit more strategic about acquiring those industrial assets in East Hanover next to the Mini Park that you own there or is there something bigger there or was it really more of just a tax deferral situation?

I think it was tax deferral, but I view it more as a bolt-on than anything else. And I think it just adds a lot more value owning more there. I mean we are already the largest owner of industrial properties in that market. So, this just solidifies it more.

Okay. And then maybe just switching quickly to Puerto Rico. We're starting to see some assets transact down there and I know Chris talked about getting the large box done, refilling the Kmart box. Just kind of what are your broader thoughts on the Puerto Rico assets and how should we be thinking about possible exit of that market at some point down the road?

Yes, I'm not sure we're gearing that up for an exit. We did just refinance both of those mortgages last year. And remember, in the middle of COVID to be able to get those two refinancing done, I think it was a miracle and due to the secured nature of that debt, we were able to get it almost $100 million of that debt forgiven. Now, the assets I think are very well positioned to grow. At Marti Hager, we have a vacant Kmart space that at least has a couple of years left on it. We're working with a grocer. We're working with the medical office user and a discounter to fill that box, when we get it back. So, we feel good about that and then Chris mentioned the Kmart box at Las Catalinas going to Sector Sixty6, which we think will act as a catalyst to start leasing up some of the vacancy there. So, my guess is in Puerto Rico over the next 18 months to 24 months, you will see higher NOI growth from those assets than you will the balance of the portfolio. So we'd like to continue with that momentum.

Okay, great. And then maybe final one for Chris and maybe Sandi if she is on, just curious what the discussions are like with some of the mall-based retailers as they sort of look at your New York infill portfolio for either additional sites or possible relocations out of some of the malls into open-air format?

Sure. Good morning, Steve. As it relates to what we're seeing there is certainly an outward migration from a lot of the service in F&B players that were in Center City, Manhattan looking for suburban sites as their customer relocated out. We certainly saw the benefit of that at some of our larger assets and we're seeing that trend with our repositioning work at Bergen Town Center. Bergen being more of a soft goods based asset with Sandi's addition here and she is not here to speak on or to answer this question, but the amount of interest that we're now hearing from soft goods retailers now that the platform or now that they see the light at the end of the tunnel, making it through COVID, has been really impressive. I think the retailers are looking at the sales performances that they've had either over time at Bergen Town Center or in the trade area and looking at adding a value opportunity concept to support the full line that they might have in the surrounding malls around our property is something that they're showing a lot of interest in. So, I think over the next 12 months to 18 months, we're going to see a lot more progress made on improving the soft goods mix we have at the asset and clearly F&B to bring in more of the local mom and pop flavor, which is something that we are very focused on not only Bergen but throughout our portfolio.

Sorry, Chris. Just as a quick follow-up, so are you suggesting these are more additional sort of locations to enhance the existing network, or do you think some of them actually physically leave the mall and come to you as a replacement site?

I think that it's a mixture of both. I think that there are mall-based retailers that are looking for better opportunities to lower their operating costs or fixed operating costs and I think that benefits us. And then I think that there will also be additional and it relates to you as we're talking about Bergen. Keep in mind that Bergen has a value proposition, which puts it in a very unique space within the middle of Garden State Plaza, Riverside, Paramus Park, and even American Dream, which were all full lines. So, we act as a really interesting opportunity for these brands to add their value proposition or their off-price into that market and provide as a gateway to these consumers getting the opportunity to shop that brand in a more convenient place, at a better price.

So and Steve, there are probably at least half a dozen mall brands that have already advertised that they're leaving malls, going into open-air centers, and it includes retailers like Sephora, Express, American Eagle, Gap, Bath and Body, Williams-Sonoma and I am sure Luxottica and older brands, they're really looking. So, it's starting to pick up.

Got it, thanks. That's it for me.

Thank you, Steve.

Thank you, Steve.

Thank you. Our next question is coming from Rich Hill of Morgan Stanley. Please go ahead.

Hey, good morning, and thanks for hosting this call. Mark, maybe I want to start with you. You have really a best-in-class bridge to rental revenue that we really appreciate and maybe it's because it's early in the morning or dilutive earnings last night. I just wanted to confirm just a couple of numbers in that bridge. Let me start with $11.5 million of build leases recognized on a cash basis. Could you help us remind us what percentage of that was recovered both in a percentage point and then a dollar amount?

So overall, Rich – excuse me, – sorry. Our collection rate for the quarter of total billed revenues was 99% of our accrual-based and 77% of cash-based and, as we disclose, about 13% of total ABR is on a cash basis. So that will give you the breakdown of our collections.

Okay. Got it. So it's the 13% that I should be focused on. That's helpful. Then, Jeff, maybe I can just come back to you from a bigger picture. And I really appreciate the commentary about normalization by the end of 2022. One point of clarification and one question. When you talk about normalization, is that versus 2019 or is that versus 1Q of 2020?

2019.

Great. And then as you think about that recovery, can you maybe separate and divide it between what you're seeing on the rental side versus the occupancy? I mentioned that, because we're hearing commentary that lease negotiations are back to pre-COVID levels and the key to the recovery to normal is getting the occupancy lost back to where it was previously, I note that your occupancy is down year-over-year, which is not surprising. So, can you maybe talk about that occupancy? How much of the recovery is driven by occupancy at this point versus getting rents back up to where they were previously?

I think the majority of it is coming from occupancy, and in fact, if you look at my prepared remarks and you're looking at the rents that are signed, but not yet commenced amounting to $12 million. And then you take the other leases that are in negotiation, which gets you another $19 million. All of that is driven by occupancy. We do think that rents will slightly increase when you look at spreads of what's in the pipeline, but what's driving it the most is going from zero on a vacant space to 20 box on a release of that.

Got it. That's helpful. And so, maybe we can just think bullishly here for a second. It seems like there is some pretty significant incremental improvement on a sequential basis for open-air centers, certainly 2Q feels a lot better than 1Q and 1Q felt a lot better than 4Q. So as you think about this, what are you looking for that would lead you to be more bullish where we're having this call in six months' time and you're talking about a recovery by the middle of 2022 versus the end of 2022?

Okay. I think across the country, including in areas throughout New York, there is still a fair amount of vacancy in the marketplace and I think as that vacancy fills and we normalize back in 96% to 97% occupancy rate, then I think if retailers are still looking to grow which they likely will be, then you'll start to see rents move upward, particularly in an inflationary environment where it's going to be more difficult to build more product just because it's so expensive to find material.

Got it. And then one final – yeah, just one final question for me. Your portfolio is positioned in a really dense area, which we think is some pretty strong demographics. Can you maybe talk about what you're seeing in buying online and pickup and store and what tenants are telling you about last mile fulfillment in your properties?

We're talking to so many of them about it, especially as we look to convert some of our properties into industrial, so those discussions are happening regularly. I'd say, Target and Best Buy are probably doing the best job in that regard, Chris, I don't know if you want to make any more comments.

Yeah, I agree with what you're saying, and what we're also finding is that these retailers, the home improvement retailers, the ones that Jeff mentioned, are actually looking to supplement even the commercial real estate space that have bricks and mortar and retail with more of a fulfillment side. So think about a Home Depot that doesn't have the room in their store to stock all the white good products, they have a supplemental warehouse. So you can buy it in the Home Depot store and it's delivered within hours, but it's not taking up space, so as Jeff talked about East Hanover and our bolt-on acquisition of a more industrial, we see that as a real complement to actually offer more of a holistic opportunity for retailers to serve both their retail customer and the bricks and mortar stores that they would shop and then also have the convenience of serving the delivery component in a really convenient way.

So, Rich, as you probably can tell from my voice, I am much more bullish on retail than I've been in a long time, and I think part of it is due to the fact that COVID just accelerated the demise of so many retailers that were in trouble. So that could have been Kmart or Toys or Sears, JC Penney or Lord & Taylor, Pier One, or Motels, they're out of the system. So our percentage of at-risk tenants is a lot less than it used to be and that goes for everybody in the sector, and I think what COVID did is it made retailers figure out ways to compete with Amazon. So Rich, let me ask you this question. Prior to COVID, call it February 2020, if you had the opportunity to invest in Amazon or the average public security within our top 25 retailers who are public, which would you have chosen?

I think that's probably a pretty easy answer given what Amazon stock has done. So I'll take the former, not the latter.

Yeah, that's what my kids said too and my wife. The Amazon ironically is up 55%, which is exactly the same amount that our top 15 retailers that public are of. By the way, Dick's is number one and like a 161% and then Target's up there too, at 128%. So, my point is that retailers have figured out ways to compete with Amazon. Number two is they have capital now to invest into their stores and to expand their businesses, which is why we've hired more people on the leasing side, which is why we've hired more people on the development side, to fill those needs.

Got it, guys. That's it. Really helpful, thanks. Thanks again for hosting this call.

Okay. Thank you, Rich.

Thanks, Rich.

Thank you. Our next question is coming from Floris Van Dyke of Compass Point. Please go ahead.

Good morning, guys. Thanks again, congrats on your first call, your inaugural call.

We are delighted to be here.

Yes. It's a rude awakening, unfortunately, probably for you.

Not at all, not at all.

So, yeah, I think sometimes people forget to see the forest for the trees. You guys just outlined, if I'm not mistaken, 13% NOI growth of leases that are either been agreed or in negotiation, which had got to be one of the strongest in the shopping center sector, could you just tell us if you get all of those over the line, what's your occupancy would go to?

I think that number is probably about 94%. Is that right, Jeff?

Floris, it gets to about 95%, it gets a little over 95%. Just for perspective, the anchors would obviously drive that. The anchors would come to about 98%, which ironically, is the level they were at in the second quarter of 2018. And our shops would revert closer to 88%, which is the level we had in the first quarter of 2019. So, that provides some perspective of the recovery that we're hoping comes through that pipeline.

And remember, our occupancy peaked at 98.6% before the bankruptcy started unfolding.

So, that brings …

That 95%-96% level is still below the all-time peak.

If you consider that potential as well, we're looking at a growth of around 15% in NOI, which is quite impressive. The leasing spreads have been relatively flat; could you provide more details on a couple of deals that influenced that? Also, can you update us on the Century 21 location in Bergen and how negotiations are progressing?

Yeah. So first of all in the leasing spreads. I mean, what really brought it down was the deal in Las Catalinas, because we did not assume any percentage rent on that deal that we're expecting. New lease spreads would have increased by 7%, had we included our expectation of a reasonable percentage rent amount. As it relates to Century 21, we are in active negotiations with a retailer today on the bulk of that space, I really can't say anything more about it other than we're excited about it and I think that the consumers will really love having this retailer as part of the project.

That's great. Lastly, could you discuss whether COVID and the recovery afterward have changed your outlook on some of the larger redevelopment projects in your portfolio, especially regarding the Bruckner and Hudson Mall properties?

Let’s discuss those two properties individually. I consider them to be among our most promising redevelopment projects that can be acted upon soon. This is primarily because they focus on repositioning anchor stores rather than larger mixed-use developments. At Bruckner, we are currently working with four anchor tenants to replace the vacant Toys store and another empty space. Those deals are progressing well and are factored into our pipeline numbers. Similarly, at Hudson, we have a vacant Toys store where we anticipated having the lease signed by this call—it should be finalized shortly, possibly later this week. Additionally, there are three other anchor retailers involved who plan to renovate part of the space to accommodate higher-quality tenants. As for other projects, they primarily involve enhancing the existing retail, but we are also exploring the addition of different uses, including some medical office space and residential options. These developments will take a while to progress, likely a couple of years to navigate through the entitlement process.

Thanks, Jeff. Appreciate it.

You bet, Floris. Thank you.

Thank you, Floris.

Thank you. Our next question is coming from Paulina Rojas of Green Street. Please go ahead.

Good morning.

Good morning, you're up.

Yes. Can you please remind us, how we should think about your targeted exposure to retail components? And also how do they expect the total returns offered by these different uses compared, is it possible to generalize based on what you could achieve in your portfolio?

Yeah, I think you can generalize. So look, I think over the long run, we have an ability to diversify, about 30% of our assets, primarily into industrial and residential. I think it's going to take probably five years to do that and that's using our existing assets as the base and just densifying those properties. The important part now is that we're going through a planning process and then an entitlement process. Once the entitlements are received, then we will have created value, more value to the land than what's there today and, at that moment in time, we'll have to make a decision on whether or not we build the project or we do it in a joint venture or we sell the land outright to, for example, a residential developer, but if we did it all on our own, that's where you would get to the 30% and I think we would only do it on our own if we felt that we could earn at least a 150 basis point cap rate differential between the yield that we are building it to versus the yield that we would expect to sell it at. Does that make sense?

Yes. And then another question, could you please provide an update on your disposition or acquisition plan going forward? What is your appetite for external growth?

So, first of all, on dispositions, I would expect that we'll probably sell about $50 million a year, which we're expected to do this year, and I think that's fair over the next two to three years. By the way, I think any portfolio that is a $4 billion portfolio people should probably look at selling $50 million a year plus to the extent that, I mean what we're focused on dispositions is either non-core assets or maybe the geography isn't squarely in line with our DC to Boston corridor, or maybe we've leased up a property and the cash flows are just much more stable than they were before and there might be a better home for a lower growth stable cash flow flowing asset. On the acquisition side, we are looking for value-add opportunities really where we can find assets that are either in need of capital or creativity where we might be able to do exactly what we're doing on our existing portfolio, which would be to upgrade the merchandise mix and/or densify that asset with other types of uses. And we'd love buying more within the New York Metro area because we know the market so well, we know the tenants so well, we have critical mass where one of the largest operators of retail inside of this marketplace. Through COVID especially at the executive level, we have much more knowledge about these markets than the leaders that are there, so our preference is to find more here.

Thank you.

Great, thank you.

Thank you. Our next question is coming from Chris Lucas of Capital One Securities. Please go ahead.

Thank you. Hey, good morning everybody. Just a couple of quick ones. And again, thanks for hosting the call. It's really helpful. You guys focused a lot on anchor leasing again, so I was curious as to whether or not you're seeing a reallocation of the space within the box. What, if any, impact that's having either on rents or your returns on those anchor deals, relative to pre-COVID?

I’m not sure I understand that specific question about the reallocation of boxes. Are you asking…

Showroom versus fulfillment.

All right. I'm sorry. We are not really seeing that would unless it's from a specific retailer, Target for sure. Target is definitely taking space within their boxes and they're allocating fulfillment, right off of the showroom floor, players like Nordstrom Rack, as we see them doing it per Bergen Town Center, they are actually taking staff and using them to shop fulfillment orders and ship them all over the United States. So, it varies with the retailer. Best Buy, I think as we all know, they're doing tremendous business in BOPIS and last mile distribution out of their stores, but we're not really seeing many of the retailers taking physical space out of the stores. They are actually using the space within and then just co-mingling with consumers to pick merchandise.

Okay, thanks for that. And then, just on your tenant fallout for the first half of the year. Where does that rate relative to 2019? And what's the source of that? Is that non-payment of rent, is that options to move, people just closing down, what has been driving the fallout you've seen so far in 2021?

What's been driving the tenant fallout? Well, I think the biggest one was the bankruptcy. Our biggest hit Chris was Century 21 at Bergen, which was a pretty accelerated bankruptcy. So, that's the most material. And then I don't know that we have any other big noteworthy fallout.

I mean, it's Kmart Sears where we're anticipating it, there's retailers that we through COVID actually got the benefit of getting control over the real estate. We may have restructured some of the deals with them, so that we've got termination rights as we work to find better uses to back-fill the spaces left, but I think Mark nailed it on the head with regard to the Century 21.

Okay, let me refine the question. When we look at the shop space from one quarter to the next, the lease rate has decreased. I initially thought this might be related to the mall you acquired, but it appears not to be the case. I'm curious about what you're observing in terms of small shop tenant turnover.

Is it..

Just to be clear, Chris, you are right, I think, now I get your question, you're looking sequentially. There was fallout in particular shops at Sunrise Mall, on a total portfolio occupancy. We referenced, as you know, a gain in same property occupancy, which excludes Sunrise. So that was the disconnect. I was trying to link. So, you are right about your premise.

Yes. We're definitely seeing an uptick in small shop demand overall. Our leasing team is incredibly active. We've got over 170 active negotiations going on right now, primarily in the small shop area. So, as we mentioned earlier with where our occupancy rate is on small shop, we see a huge upside and a very razor focus to make sure that we're taking advantage of the demand. Our team is incredibly active with it and I think that's where we're going to see a lot of pickup over the coming quarters.

And Chris is, I'm looking at our pipeline, it seems that food and beverage clearly is the largest driver within shop demand. I think we have 125,000 square feet of spaces in the pipeline just for food and beverage and those are smaller deals.

It's representing almost 30% of where the active interest is right now and then categories such as home improvement, HPA, medical services that starts to fill out the rest of the opportunities that we're seeing and the medical field is a really interesting one where they used to just take locations that were convenient to the consumers and what we're seeing now in that category is that they realize the real estate of well-located shopping centers is definitely a great spot for them to best serve the consumer. So there's a lot of activity along both the medical field at the hospitals expanding, as well as other service that are in those categories.

Chris, thanks for that. And, I guess, Jeff or Chris, last question for me. Just as it relates to that demand leasing environment. Is there a prior period in your professional career that you've seen demand as good as this or is this as good as you've seen?

It's pretty darn good. I mean, I would say this is probably the top for me.

Yes, I agree with Jeff. What's really interesting is that following COVID, we saw a fallout among weaker tenants, yet there is substantial capital available to invest in strong concepts. This is why the food and beverage sector is so active, as there's significant funding driving that growth. We're not observing many new concepts emerging from retailers with solid balance sheets, such as soft goods retailers and discounters. Instead, they are capitalizing on opportunities left by retailers that failed due to COVID, which explains the lack of new development. In contrast, we are witnessing strong demand for filling existing vacancies, which is beneficial for negotiations. When two or three operators want the same space, it leads to increased rates and better terms, and that’s happening now. Moreover, we are in a highly supply-constrained market, and our portfolio is situated in one of the best markets in the country regarding these constraints. This presents a unique opportunity. It’s quite different from my experiences during the Great Recession when there was still new development coming through the pipeline. Currently, there are no new developments, so we are leveraging existing real estate to create value.

Great. Thank you very much.

Thank you.

Thank you, Chris.

Thank you. This brings us to the end of our question-and-answer session. At this time, I'd like to turn the floor back over to management for any additional or closing comments.

Okay. Great. We appreciate everybody's time. We enjoyed talking to you this morning and we'll look forward to doing this again at year end. Thank you all.

Ladies and gentlemen, thank you for your participation. This concludes today’s event. You may disconnect your lines at this time and have a wonderful day.