Welcome to Armada Hoffler's Fourth Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. After management’s prepared remarks, you will be invited to participate in a question-and-answer session. As a reminder, this conference call is being recorded today Thursday, February 11, 2021.

I would now like to turn this conference over to Mr. Michael O’Hara, Chief Financial Officer at Armada Hoffler. Please go ahead, sir. You may begin..

Good morning, and thank you for joining Armada Hoffler's fourth quarter and full year 2020 earnings conference call and webcast. On the call this morning in addition to myself is, Louis Haddad, CEO..

Thanks, Mike. Good morning, everyone, and thank you for joining us today. This month, we will mark the 42nd anniversary of the founding of our company. We take a great deal of pride in achieving that milestone, one not often seen in the commercial real estate business.

Over the years, we've earned a reputation for integrity, consistency and professionalism. Traits that are at the foundation of our success. This past year has seen our company intensely infested in several ways.

While the struggles brought on by the pandemic were certainly not unique to us, to some our approach to the crisis may seem somewhat counterintuitive. As this is the fifth major recession we've managed the company through, we've developed strategies that have seen us survive and ultimately thrive through multiple cycles over the decades..

Thanks, Lou. Good morning. Hope all is well with you and your families. With the continuing impact of the pandemic on our company, we have been positioning the company for future growth and to take advantage of opportunities we are seeing. For the fourth quarter, we reported FFO, the normalized FFO of $0.25 per share.

For the full year FFO was a $1.06 and normalized FFO was a $1.10 per share. For the fourth quarter, bad debt write-offs were $200,000, which is significantly less than the past two quarters. For the full year total write-offs were $2.8 million, which was 1.6% of 2020 revenue.

These numbers include $1 million of write-offs from the termination of the two Regal Cinema leases. As you can see on Page 14 of the guidance deck, the portfolio performed well in the fourth quarter with rent collections of 98% portfolio wide, with 97% of January rent collected so far.

Since the pandemic started, we had collected 94% of rent due to year-end. The rent collections at 88% and office at 100%. As for multifamily, the pandemic had very little impact on the performance of our portfolio in 2020. We believe it's due to our locations and mix of tenants.

Our multifamily portfolio had occupancies in the mid-90s to 2020 with rent collections 99%. As an example of this performance in 2020, we wrote-off only 73 basis points of revenue as bad debt versus 65 basis points in 2019. As for the deferred rent, the agreements with our tenants have scheduled instalment payments through 2022.

To-date, we have collected $1.4 million of deferred rent, which is 93% of the amount due. There is an additional $1.8 million of deferred rent, which we expect to collect $1.5 million this year, and the remaining in 2022. These numbers do not include the agreed upon deferred rent from the two restructured Regal Cinema leases.

Our core operating portfolio occupancy for the fourth quarter was strong at 94%, with office at 97%, retail at 95% and multifamily at 93%. A whole discussed we have seen a lot of leasing activity, with 90,000 square feet of signed leases since the last earnings call for another 46,000 square feet of leases off signature.

This does not include resigning 100,000 square feet of Regal leases. We're making good progress and getting occupancy back to pre-pandemic levels. But until these tenants are in place and paying rent, our NOI EBITDA will be lower which will temporarily have a negative impact on our leverage metrics.

As so this impact on NAV, please see our NAV component data on Page 8 of the supplemental package. There's a section on the bottom left of this page with information on management's estimate of the land value from the development rights from New regal leases, and the vacant space as of December 31.

The 90,000 square feet of vacancies listed all have signed LOIs along with the estimated rent amount. We believe these have real value and should be considered when evaluating our NAV.

During the fourth quarter, we closed on the acquisition of the two multifamily properties Annapolis Junction and Edison, which combines as close to 600 units to our portfolio giving us a total of over 2,600 units. As Lu discussed, these acquisitions continue our plan of increasing the percentage of our multifamily NOI and our property portfolio.

Later this month, we expect to close on the acquisition of the Delray Whole Food Center. This is another high quality grocery anchored center being added to our portfolio. During 2020, we took multiple steps to increase our liquidity position and strengthen the balance sheet.

With our common stock trading at this kind of levels during most of 2020, we utilized other sources to raise capital. In the past year, we have sold nine unencumbered retail assets for a total of nearly $100 million. And in August, we raised $86 million by reopening our original issuance, the existing Series A preferred stock.

We believe preferred stock should account for no more than 15% of our capital stack. We do not anticipate issuing any more preferred stock for the foreseeable future. In total, since a pandemic started, we have raised a total of nearly $200 million through assets sales and preferred stock issuance.

In addition, during the fourth quarter, the stock trading at relatively higher levels we currently issued stocks through the ATM, raising $12.5 million at an average price of $11.05. To conclude our repositioning efforts, we anticipate closing on a disposition for Kroger-anchored center, in the second quarter for gross proceeds of $5.5 million.

With the capital raised in 2020, we are well-positioned to fund our development projects, including the T. Rowe Price headquarters project. But most of the projects beginning later this year or early 2022 as is the case of the T. Rowe Price projects, these capital requirements in 2021 are modest.

In addition, we've already funded the land acquisitions for the current development project, and is as typical of ground up development, the capital requirements ramp up over an extended period of time. Please see Page 13, the guidance deck for some information on our debt including fixed charge coverage, weighted average maturity and interest rates.

As you can see, the 2021 debt maturities have been refinanced with the exception of the Southgate Center, which we expect to close this quarter. Please see Page 4 of the presentation, for our 2021 guidance ranges and assumptions. Now, I’ll turn the call back to Lou..

Thanks, Mike. Prior to taking your questions, I'd like to take a moment to draw your attention to our ongoing sustainability initiatives. Many of you are aware that we have been a leader in the corporate responsibility arena for over 40 years. Last year, we published our first sustainability report, which is prominently displayed on our website.

I'm excited to announce that our second report will be posted in early April. In addition to our continued focus on ESG, the report will highlight the enhancements that have taken place over the last year. We're happy to answer any questions you may have regarding these important aspects of our business.

Operator, we would now like to take any questions..

Our first question comes from the line of Dave Rogers with Baird. You may proceed with your question..

Hey, Lou, Mike. Good morning, and thanks for all the color on 2021 outlook. I wanted to dive in maybe on the office front, it sounds like retail was active and multifamily developments are taking off again.

But on the office side, can you talk a little bit more about the conversations you're having, maybe particularly either at Ten Tryon and to firm up some of the leasing there, as well as it Wills Wharf to back fill we were..

Thanks, Dave. Good morning. So we're seeing basically the green shoots of office leasing starting to come back. Our partners at the Interlock in Atlanta have conducted a number of tours with active tenants in that market. As you probably know, West Midtown, Atlanta is really a hot market.

Microsoft just took a half million square feet a few blocks away from us. So our anticipation is that that's going to lease up very quickly. At Ten Tryon, we are still working on a program and a starting date. So we really haven't started actively marketing there beyond the anchors that we've already put out there.

At Wills Wharf, again activity started to pick up more towards where you are and still engaged with the two anchors that we talked about, we've been talking about for months. Again, things are slow to return to normalcy, but everybody is anticipating getting back.

Interestingly, what we're seeing, as you know Dave, our office portfolio is pretty much full. We're starting to see a lot of people pick dates for return will return to the office. I'd say the vast majority of our office tenants are now in some sort of combination of work from home and in the office.

But it looks like people will be pulling back some time in the spring for the most part..

Thanks for that, Lou. In your guidance, you also discussed the sale of one non-core asset, I think it was the one Kroger store. In the past, you've talked about maybe selling more and using that to fund some of the growth, I guess.

Can you talk about your appetite today to continue to sell non-core assets and then maybe the appetite in the market to receive those assets?.

Well, right now, it's a bit of a mismatch. I mean, the market cap rates are really compressed. It's a great time to be a seller, particularly when you have credit tenants, whether it's retail or multifamily or office, for that matter. But we're pretty much through with what we had planned on selling in order to turn over the portfolio.

That doesn't mean that an opportunity won't come up. But as Mike described, we're really strong capital position at this point and don't have any outsized needs. That said, never say never. Like I said, it's a great market to sell. So we'll still be on the lookout for opportunities.

But I wouldn't look for anything of any wholesale size from us anytime soon..

Great. Last one for me, if we could turn to the mezzanine business. I was curious on the $82 million that you have as a placeholder for your estimate going forward. It's a good number because it starts to come down from where you've been.

But I guess talk about how you kind of get to that is the right spot for the next kind of three to five years, let's say for Armada? Is that a percentage of income contribution? Is it just a percentage of the balance sheet that you're comfortable with? And I guess, as you scale the company, I mean, how do we think about that as a percentage of some metric that you might be comfortable with?.

Dave, it's almost all the above with the additive factor of surveying our current partners, and what they've got lined up over the next several years what they're thinking. As Mike has put out there earlier, we're looking to do shorter, smaller, quicker term projects that don't take quite as long to get to maturity.

So that works out to what is most comfortable, both from a volume standpoint and a risk standpoint. And as you said, size in relation to the balance sheet.

What we need -- look, we're never going to apologize for making money through our construction operations, and our ability to leverage that into making additional money on development deals that we otherwise couldn't participate in, but for the mez program, we're going to continue doing that, that's a huge advantage in our model.

We just don't need it to grow. That's why we've illustrated that it's going to stay relatively stable. While the portfolio grows, as everybody on the phone well knows, the highest multiple is based on the highest quality portfolio, and not necessarily ancillary income. But that said, we're not going to give it back..

I agree 100%. Thanks for all the color, Lou..

Our next question comes from a line of Rob Stevenson with Janney. You may proceed with your question..

Good morning, guys.

Louis, just to follow-up on Dave's question, so is Solis Nexton alone to own or alone to make 10% or whatever type of deal for you guys? Is that a purchase option?.

I appreciate the question, Rob. This was an interesting one. It was originally set up much like the Gainesville project where we ultimately would be the owner. In the midst of that negotiation is when the way all landed, the T. Rowe Price commitment. So we were looking for a way to minimize the stress on the balance sheet and our cash outlay.

Fortunately, we've got a trusted partner there, who knows what they're doing. So it ends up being a traditional mez loan. A second piece of that is that at the kind of cap rate that that's going to bring with the walkability next to our lifestyle center. Very difficult for us to buy that at discount and still have it be accretive.

All that said, at the end of the day, it wouldn't be shocking to see that end up as a project that we get to keep, but right now, it's not slated as such..

Okay. And when you're thinking about the mez portfolio going forward, that sort of $82 million.

Is that largely -- I mean, what is your feeling there? Do you want that to be sort of loan to own? Or is that just going to wind up being sort of funding and making some sort of return on it?.

Again, we'd love to loan to own on all these things. Because all these projects, the way we underwrite them -- we don't take them on unless they're projects that we'd like to own at some point. At the same time, particularly a multifamily cap rates continued to compress. Our partners can make a lot more money by selling them on the open market.

So we're probably not going to go in with predisposed notions of how it's going to go. If we really have our heart set on something, we will lower the rates and then negotiate an option to purchase at a discount later.

But again, as I think everybody has seen, particularly on multifamily, we're now talking about cap rates that cracked five like it was standing still and now they're in the mid-fours in a lot of these markets.

Very difficult to compete with that particularly with the agency money that's out there that 90%, 95% loan to value, it's very difficult for us to compete in that market, and we don't need to. We can just take our profits and go home and develop our own stuff..

Okay. And then question on the Regal and the Bed Bath stuff.

So with the Regal when did they actually start paying rent again? And what is the development rights that you guys have with those two assets? Can you give a little bit of more detail there?.

Sure, two different cases, Rob. In Harrisonburg, they've started paying rent again already. As it turned out, we might have mentioned this on the last earnings call. That movie theater in Harrisonburg is the only movie theater for 100 mile radius. And so, when we terminated that lease, we've always anxious to be first in line to get back in.

And so, we're letting them in, it's going to be a ramped lease, obviously giving them some time to get fully open, hopefully in the spring.

But the biggest part of that negotiation was the ability as you see in that picture on Page 7, in the presentation, being able to take five of those acres and turn it into a high quality multifamily asset and sharing parking with the Regal. Back to here at Town Center, a little bit of a different case.

We basically have a very advantageous to them rental rate that will start up this spring as it gets slowly open. That deal only goes through the end of the year.

And then we mutually will decide with Regal whether it makes sense for them to go back to a full mode rent and business as usual, or whether they don't need to decide in which case, it'll end up being phase two of our redevelopment of that project.

But basically, what we've negotiated is the ability to take advantage of the additional land surrounding the property. And we're not sure which way we go. Right now, we've got alternate plans both for more retail as well as multifamily..

And then with Bed Bath, they're the tenant at Wendover village, but it's got to go to somebody else at North Point center?.

Yes. Well, no. Bed Bath, we terminated both those Bed Bath leases. We got a significant payment in return. It was the Wendover lease went to -- that’s really to a different user who took it as is. And actually, we end up on a net basis having a better lease than we had with Bed Bath.

And the same thing with North Point, that is a different credit tenant that we are getting close to the landing there. And that's what I was trying to emphasize in my comments, and what we've seen over four decades of good real estate is good real estate. And you hate to see vacancy, you hate to see people have trouble.

But at the same time the real estate survives and releases quickly in these cycles. And that's what we're illustrating..

And are the two Bed Baths the same tenant? Or are they going to be different tenants?.

Two different tenants..

Okay.

And that hasn't been disclosed as of yet as to who the Wendover village is?.

No, we'll put that out quickly. We really want the tenant, as you know, these tenants like to make their own announcements..

Okay. And then one for you, Mike, in the guidance. So the guidance, midpoint is a bock of normalized FFO for 2021.

How should we be thinking about the cadence throughout the year? Is there some of these leases that are not income paying that it drops here in the first quarter then starts building up back through the year? Are there other points in time during the year where there's some vacancy issues or free rent or whatever that winds up dropping the FFO down? What's a good way to be thinking about the cadence throughout 2021?.

Yes. Good morning, Rob. It's going to be pretty even it's going to start out a little lower in the $0.24-$0.25, the beginning year and ramp to $0.25 towards the end of the year..

Okay. All right. Thanks, guys. I appreciate it..

Thanks, Rob..

Our next question comes from the line of Bill Crow with Raymond James. You may proceed with your question..

Yes, thanks. Good morning. Mike, can I pick up there on the guidance just looking at Page 9, excuse me 12 of your guidance book. You're showing 2022 income increase in 2021 levels.

Should we read into that? You think there could be a positive attachment in FFO per share or will fundraising results? And if I look at every number I see out there, consensus is pointing for a down year in 2022 FFO per share, how should we think about that?.

Good morning, Bill. Now the way we're looking at things going forward is what's going to be the timing of the release is, how is it's going to come in, and the timing and capital needs as we get into '22 and '23. And as you can see here, we're showing its going to be pretty flat for '21 and '22.

And so things really start ramping up in '23 as development projects start to deliver..

We don't anticipate going backwards, Bill. I'm not sure why that's in people's models. But it is going to stay fairly flat until these developments kick in, and until these leases really kick in on the vacancies.

Whether that happens in 2022, or pushed out till 2023, you can see what we're saying is going to happen when things stabilize, and we're going to work as quickly as we can make that sooner rather than later. But we don't anticipate going backwards next year..

And the other thing you can see, Bill is the mix is changing. We've got less fee income going forward in May at our NOI so the quality income is going to improve..

Perfect, perfect. Well, I think we're all trying to figure out what's going on office in response to COVID and densification, dedensification, et cetera. Any changes going on at your-- as you design out the T.

Rowe space that might reflect some of those current considerations?.

We're just getting into that. So whether it's T. Rowe or other office space that we're looking at. I think one thing that I think is a trend we're going to see, we're starting to see a little bit of it is the big clerical bullpens, I think are going to be a thing of the past.

And particularly with the ability of that staff level being able to alternate work from home on occasion, I think we're going to see a lot less of a cubicle type style of development. It's too early to tell whether people are talking about smaller offices or bigger offices and the like. With T.

Rowe Price, as you mentioned, they're basically coming out of the same amount of square footage that they're going into. So in their minds -- and we don't have those designs yet on their space. But in their minds, it's kind of business as usual. But we'll see. It's going to be interesting going forward.

We've got a good sampling here, we're around 100 office tenants here and hopefully we'll start see income trends and some chatter. But we haven't quite -- we haven't seen it yet.

What I've seen over the last four big recession shakeups is that over time, things often return to the center line, and usually when people are projecting wholesale changes, they're wrong. But who knows? Maybe this is the one that that's not the case..

Okay. If I could just get your opinion on Baltimore, in general. Your Wills Wharf, Ferry is doing very, very well. And if you could just picture in your head what the CBD area will look like, after T.

Rowe moves out? I mean, is that -- are we kind of going down this negative circle here of decline in the CBD in Baltimore? How do you think about it going forward?.

Bill, it's interesting. What people will have to realize and it's not unique to Baltimore is that CBD is migrate. They expand, they contract and they creep over time. As a great example, is where we are in Atlanta now at West Midtown? 10 years ago, West Midtown wasn't a market.

So in Baltimore, the way we're looking at it is, it's a migration of a mile or so not an indictment on the CBD itself, but that these things will go where they're going to go. We developed a number of buildings on the waterfront in Georgetown. And the waterfront in Georgetown, in Downtown DC, as you may recall was a wasteland 20 years ago.

And now it's a hotbed. So I think people need to pull back and not be too concerned about which blocks are doing what, but the fact that a company like T. Rowe Price, born and raised in Baltimore stays in Baltimore is a huge win for the city..

Okay. I appreciate the comments. Thank you..

Our next question comes from the line of Jamie Feldman with Bank of America Merrill Lynch. You may proceed with your question..

Thank you, and good morning. I just wanted to follow up on a comment you made before. You said you're starting to see tenants pick dates for the full return to the office in the spring.

Can you talk about what dates they're talking about? And what they're basing those decisions on?.

The earliest -- I can't tell you what's going on in people's heads, but I can tell you that the earliest I've seen is March 1st. And I've seen May, I've seen June, and not in this area but we've all read reports about people saying we'll see you in 2022. That hasn't been the case here.

And my guess, Jamie is that, with markets like ours, which are basically drive to the office, get out of your car and go up to your building, it's different than what's happening with where you got to use major commuting lines and mass transit.

So I think, based on what we're seeing, it seems like sometime in the mid-summer people will be at full strength, at least here in Virginia Beach. And we'll have to see what happens in the rest of the markets. But I think it's really a mistake to paint it all with the same brush that you might be seeing in the major metropolitan areas..

Okay.

And in terms of the March 1st, one, can you give more color, like what kind of company is that? How large? And are they asking you to do anything special in terms of preparing the building for them to come back?.

No, it's an engineering company. We have a lot of architects and engineers here, who are gearing up. As you see that those are the first guys to see first people to see economic activity. So one of the firms is bringing folks back March 1st, but all of them have worked through the pandemic and at a minimum or worse staggering people in the office.

Very difficult to design infrastructure or buildings completely remotely..

That makes sense. Okay.

But you haven't heard any, like when you talk to some of your tenants, either real estate people or CEOs, they're not saying we want herd immunity, or we want vaccines for ex percent of our population, or there's no -- I'm just trying to get a sense of what they're even basing the decisions on?.

Yes, we're just not there. We're not privy to it, I haven't really heard the criteria. Ourselves, right now we're roughly -- our construction company is fully working. A lot of the clerical people were still working from home. Our counting group is working from home. Our development group is working in the office.

I mean, there's a lot of -- basically what we've done is a model that a lot of people are doing, which is basically giving you the option of working from home and following the rules, when you're here in the office. Of course, our expectation is people are following the rules everywhere.

But in terms of the social distancing, the masking, no gatherings, no big meetings and all that sort of thing, that still has to be prevalent. And so far, knock on what things have worked out pretty well..

Okay. And then I think I heard Mike say that you guys hit the ATM in the quarter.

Can you talk more about, A, did I hear you correctly? And B, can you talk more about that decision given where the stock is? And is this something you will continue to do going forward?.

Yes. Good morning, Jamie. Yes, we raised $12.5 million at $11.05 a share. And of course we find ourselves in a new paradigm where our stock is trading, obviously less than in the $11 when you got to pull over $11, we decided to sell some in order to enhance our liquidity.

We never know what's going to happen in the future, especially we're doing this and where the economy was going on with liquidity. But just to give you an idea, if we were raising, we said we'd gone away so it was like $13 or so, the difference in what we raised between $11 and $13 a share is 170,000 shares.

So that's pretty small versus outstanding shares of $80 million..

Okay..

Go ahead, please..

I was just going to say so how should we be thinking about this going forward? Do you think you'll kind of continue to use it to top off to keep your leverage low? If there's certain -- there's moments in time that you just need a little bit of capital or was that more of a one-timer?.

Jamie, I think it’s kind of all the above. We're seeing a tremendous amount of opportunities in the market. And obviously, we can't act on all of them because as you've heard me say ad nauseam is the largest shareholder, we're really careful about dilution.

At the same time, we'd love to see that the stock just goes right back to $19 and then we're all fine. But between now and that time, we'll have some need for equity. And we're going to be very prudent about how we do it and when we do it. We don't have an expectation of some large capital raise.

But some judicious use of the ATM throughout the year, is probably going to be the better part of our..

Okay.

And to be clear, I think you said you're kind of done with the retail asset sales right?.

Pretty much. Again, the only caveat to that is like I said, cap rates have really compressed particularly on high quality, anything of high quality, whether it's retail, office or multifamily. So, we're not going to turn our noses up if it looks like we can reap some benefit on a non-core asset.

But that's not slated right now, that's not what we're thinking. We actively wanted to sell those nine centers for a number of different reasons. The aging that what we believe was peak value. Unfortunately, the pandemic caught us and so we didn't get as much money as we'd have liked.

But in our long term plan of turning over the portfolio, it still made sense. And we didn't mind picking up the $100 million worth of liquidity..

Okay. And then going back to your point or your comment that you're not seeing tenants kind of change their space usage. But are they talking at all about how many more will work from home? I know, you mentioned T. Rowe's clerical staff.

But just generally like, do you think there's going to be -- have you seen any announcements among your tenants or any body language of how they're going to at least change the way people work?.

The chatter is that, flexibility will be the watchword going forward. Right now, people are really just talking about until the pandemic is over. So we're not seeing people saying, here's where it's going to be from here on in, at least not yet. Right now, they're just trying to talk about 2021, and how they see their return to office.

But ultimately, I know ourselves included, and we're going to have to come out with some sort of a policy on flexibility going forward. But I think there's a hesitancy to put anything out there until people see the pandemic behind us..

Okay. All right. Thank you..

Our next question comes from the line of Dave Rogers with Baird. You may proceed with your question..

Yes. Just one follow up for me. I don’t know Mike or Lou feel free. On the dividend, it was a nice increase after the fairly sharp cut last year. And I think it all made sense. But on the increase, you mentioned on the call needing some capital, you've also mentioned trying to be leverage over time.

So I just wanted to kind of put in context where the dividend is relative to taxable income? And why not try to just keep a little bit more of that as much as you can going forward?.

On taxability, Dave we put out the press release last week. I think we're at 65% was taxable, the other was return of capital. So we're in good shape from that standpoint. Actually putting new buildings in place certainly helps with depreciation all that from a taxability standpoint..

In terms of the level of dividend, Dave, what we said, back as soon as we realized that we weren't staring into the precipice, and we started bringing it back. We said it would ramp, it is going to ramp. How quick that ramp is, we'll just have to see. Obviously, there's a lot of disparate wants and needs that people have.

Obviously, we'd love to hold on to more of the cash, at the same time, we have a responsibility to shareholders. So we're going to be judicious with it. We've got a pretty low payout ratio, going forward, at least that's our forecast for 2021. So there's room.

At the same time, I think all of our shareholders want to see that long-term value creation more than a couple of cents in any given quarter. So just got to keep balancing that act..

All right. Thank you..

Ladies and gentlemen, we have reached the end of today's question-and-answer session. I would like to turn this call back over to Mr. Lou Haddad for closing remarks..

Guys, thanks for your attention this morning. We appreciate your interest in the company. We look forward to putting out further updates. And everybody have a great day and stay safe..

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