Stacy Slater - SVP, Investment Management Michael Carroll - CEO Mike Pappagallo - President and CFO Dean Bernstein - EVP, Acquisitions and Dispositions.

Christy McElroy - Citi Craig Schmidt - Bank of America Alexander Goldfarb - Sandler O'Neill Samir Khanal - ISI Group Todd Thomas - KeyBanc Capital Markets Vincent Chao - Deutsche Bank Ki Bin Kim - SunTrust Jeff Donnelly - Wells Fargo Jason White - Green Street Advisors Linda Tsai - Barclays Mike Mueller - JPMorgan.

Good afternoon and welcome to the Brixmor Property Group Third Quarter 2014 Earnings Conference Call. (Operator Instructions) Please note this event is being recorded. I would now like to turn the conference over to Stacy Slater. Please go ahead..

Thank you, operator and thank you all for joining Brixmor’s third quarter teleconference. With me on the call today are Michael Carroll, Chief Executive Officer and Michael Pappagallo, President and Chief Financial Officer as well as other key executives who will be available for Q&A.

Before we begin, I would like to remind everyone that our remarks and responses to your questions today may contain forward-looking statements that are based on current expectations of management and involve inherent risks and uncertainties that could cause actual results to differ materially from those indicated, including those identified in the Risk Factors section of our Annual Report on Form 10-K as such factors may be updated from time-to-time in our filings with the SEC, which are available on our website.

We assume no obligation to update any forward-looking statements. In today’s remarks, we will refer to certain non-GAAP financial measures.

Reconciliations of these non-GAAP financial measures to the most comparable measures calculated and presented in accordance with GAAP are available in the earnings release and supplemental disclosure on the Investor Relations portion of our Web site. At this time, it’s my pleasure to introduce Mike Carroll..

identify replacement retailers and then cut an economic deal with Kmart where we limit our downtime. On another front, we have just completed a thorough review of the portfolio, taking into account the opportunities created by the lack of no new development.

We have identified at least a 160 merchandised transformation opportunities within our portfolio that we expect to execute over the next five years. These projects will mainly be anchor repositioning opportunities with the few larger redevelopment opportunities.

Contained throughout these projects are opportunities to add retail density to our existing properties. We estimate opportunities to add over 300,000 square feet of new retail space across these projects.

And just this quarter we added an additional seven projects to our in process pipeline, as well as one new redevelopment involving a new CBS Outparcel. This is in addition to the four Kmarts recaptured and these projects can be seen listed in our supplemental.

They include new and exciting retailers like Barons Market, a high-end organic grocer expanding in Southern California and strong operators like Marshalls. All in, we currently have 25 projects in our pipeline.

We believe that the transformative changes resulting from these projects and our Raising the Bar program are having a significant positive impact on the NAV of Brixmor.

As an adjunct to our Raising the Bar program and the associated improvements in our shopping center quality, we now have a dedicated focus on relocating traditional mall-based retailers off the mall and into our open-air centers.

We have recently hired three leasing professionals, all from the large public mall companies to spearhead such leasing efforts and we have already seen initial success with 10 leases executed with traditional mall operators, including two GAAP leases, Banana Republic, American Eagle, Chicos, two Christopher & Banks leases, 2K Jewelers leases, and an Apricot Lane.

Rent levels achieved on these spaces are higher than our average small shop rents. By a way of example in our Raising the Bar slide deck at Town Square Mall in Binghamton, we have added both a Banana Republic and a GAP to the property following the re-merchandise of a former OfficeMax with Alta [ph], Five Below and Carters.

We estimate cap rate compression at this asset of a 100 to 150 basis points. Overlaying our Raise the Bar and off mall initiatives is our ongoing and thriving national accounts program run by Michael Moss. We continue to achieve multiple deals with small shop retailers via these efforts.

We are doing the great deal of such leases with the wireless players, including six Cricket Wireless, four Verizon and three each with AT&T and MetroPCS. On the service side, we have done three leases with Massage Envy and two with Pure Barre.

And in the quick service restaurant space, we just completed our third Smashburger lease this year and recently executed new leases with Panera Bread. While I did discuss several leasing concepts today, they all come down to the same thing; creating value by focusing on our operating portfolio.

Since our IPO, we have been saying we are a very focused operating company. That is what drives our success.

When you couple our leasing expertise, approach and strategies with the advantages of our lease expiration schedule, the below market expiring leases and the above average expiries, we are positioned to continue our outpaced growth, while simultaneously increasing the value of our portfolio.

And we’ll now turn the call over to Mike to review our financials and capital plan..

Thank you, Mike. Our third quarter financial results again demonstrate the strong internal growth profile of the portfolio that is sourced from the opportunities afforded below market in place rents, improved mechanized mix driving higher asking rents and continued favorable tight supply conditions in the market.

A host of operating metrics support this view including over 9% FFO growth for both the quarter and nine months, same property NOI growth approaching 4%, double digit leasing spreads once again and 5% cash adjusted EBITDA growth.

This momentum and the opportunities to increase cash flow through further investment in our existing asset base drove the decision to increase our quarterly dividend by 12.5%. We also continue to seek ways to drive efficiencies in cost savings as can be seen in a lower run rate of G&A expenses from last year.

We’re also taking advantage of an opportunity to downsize our New York headquarters, which is half empty after the relocation of our accounting operations to Philadelphia a couple of years ago. We plan to move to another nearby midtown location next summer. This action will result in cash rent savings of about $1.5 million per year.

As to balance sheet management, we continue our methodical process to improve debt metrics quarter by quarter. Net debt to EBITDA, debt to assets and fixed charge ratios, all improved from prior quarters and with respect to the unencumbered NOI levels, we expect to be over 50% of total NOI by the end of the year.

We recently completed a tender offer process that was launched in September, involving approximately $68 million of long dated bonds originally issued long ago by new plan and are now carried at a subsidiary level to the Brixmor parent. These bonds carried expensive interest rates, ranging between 6.9% to just under 8%.

As you may recall, some of these same bond theories were redeemed early in 2014 as part of a onetime put obligation. We were able to capture about $50 million par value of the bonds though the tender process at an average price of 113.6, resulting in a onetime charge to FFO of about $0.04 per share that will hit in the fourth quarter.

Summing it up, the combination of the previous repurchase and the recent tender resulted in the elimination of over $110 million of high cost debt with an annual interest savings of about $3.5 million, when compared against the expected long-term cost of new Brixmor ten-year paper.

We also have additional interest cost saving opportunities to capture in the near term. We will be extinguishing the $121 million 11% mezzanine debt liability in December, utilizing the call feature at par available before its contractual maturity in 2015.

This coupled with a payoff of $66 million mortgage and the bond tender payments in previous pay downs points to further improvement in the average interest cost of our debt stack. We continue to strive to be in a position to ender the unsecured debt market in 2015, with visibility of rating levels from the remaining agencies the key to do item.

We agreed with those agencies that incorporating our third quarter results into their assessment would be beneficial to the process and we expect to wrap that process up shortly. As indicated in last night’s earnings release, the 2014 FFO guidance range was narrowed to a $1.80 to $1.82.

The primary consideration for the adjustment is the cost associated with the tender offer, with the resulting $0.04 charge in the fourth quarter.

The original guidance range issued at the beginning of the year address variability in two areas, specifically the level of NOI growth based on leasing activity and the amount of interest expense based on the extent of change in debt refinancing.

The tender was not something that we had planned to do and the onetime premium was not separately factored into the original guidance. Considering the strong response to the put in January, we began to think hard about the opportunity of bringing in the remaining bonds. The response greatly exceeded our own expectations.

With the tender process having come to fruition, we revised the guidance for its impact. That said, if not for this event, we would have tightened and increased the guidance range to 184 to 186. As we committed to you earlier on in the year, we will report and guide to NAREIT defined FFO only and not FFO as we'd like it to be.

In total we estimate about $0.05 worth of costs in those full year numbers that affect comparability, all relating to debt prepayment activity.

The other key guidance metrics were narrowed as well with same property NOI range tightened to reflect the nine month performance and a limited number of variables to influence the growth over the next few months.

We also modified the occupancy guidance slightly, which is more the effect of more aggressive action on merchandizing centers with the right anchor to drive the most traffic and provide the most opportunity to capture follow-on leasing at the most advantages rates. Our leasing spreads underscored the success we’re having in that regard.

Recognizing the acceleration of the anchor rotation opportunities, we are also committing more capital and accordingly increasing the overall leasing related spending estimate for the year by about $10 million. We do plan to provide 2015 guidance in a separate release in January.

This will give us the benefit of completing our annual budget process and also gain more insight into the timing of new lease rent commencements and capital spending related to the acceleration of our anchor repositioning.

This timing is to give us more time to refine the specific range of assumptions that we know are so very important to your financial models.

That said, the predictability and simplicity of our business gives us the ability to size up base line cash flow generation and broad capital needs, thereby giving us the confidence to raise that annual dividend to $0.90. We like where the business is and where it’s going and we hope investors feel the same.

We're now ready to answer any questions that you have..

Thank you. We will now begin the question-and-answer session. (Operator Instructions) And the first question comes from Christy McElroy with Citi. Please go ahead. .

With regard to the Kmart lease recapture, what did you pay to buy out the four leases? And Mike, as you pointed out, many others have not had success in getting space back from Sears.

Why do you think you were successful and how receptive were they to have these types of conversations?.

Well, I’ll answer the first part first. We paid a total of $2.5 million it that was really two separate transactions. We paid 1 million apiece roughly for Naples and Syracuse and then the other two were separate and make up the balance.

And I would say look, these are discussions we’ve been having with Kmart for years and I’m going to tell you six months ago we sensed that there was a new willingness to truly engage it at numbers that we thought would potentially make sense. And we so we stated dialog with them but under the understanding that they would be reasonable with us.

We started to work to procure tenants and when we had tenants in the fold, we went back -- clearly we went back and we arrived at a number over the course of the weekend. So it was pretty straight forward and we’re hoping that we’ll be able to do more of these in the future as we line up replacements.

But this is the first time I can say that there was -- it really felt like there was an earnest dialog on their side to try to do something..

Okay.

And on the initiative to bring more mall-based retailers into your centers, are those retailers that you spoke of generally relocating from a nearby mall or are they opening an additional store in the market and if it’s the former, how would you characterize the malls that they’re leaving?.

Well I think it is both. It’s both.

I think there is an opportunity kind of on both sides of this as we see it and I’m going to say on -- the malls that people, the retailers are leaving, I think what’s happened -- to me it’s really an outflow of the spin-offs in the calling of the mall portfolio that have been done, that retailers like the GAP or others who are across A, B and C malls, now that the large mall companies no longer own the B and the C malls, there is really no lever for them to negotiate favorable terms on the A and B properties, because they’re not doing anybody a favor by staying in the C mall any longer.

So they’re getting squeezed as occupancy are full in the better B malls and the A malls and as their sales are not moving up as fast, as occupancy costs are, they’re looking at alternatives.

And so we kind of saw this through some reverse inquiry to us and we’ve decided that we think there is a business there and as I said in my comments we’ve hired people from Taubman and General Growth and what have you joined our firm and we think we can do something here to continue to do it.

And then you get to kind of the broader of the successful retailers, there isn’t a lot of new mall space. Malls are relatively full. And so if you’re looking to expand, you’re thinking maybe about some additional opportunities. So I think many of what we’re trying with our centers is create an environment where they can be successful..

And one last question if I could.

Given the one year anniversary of the IPO, are you eligible for a shelf in November and can you comment on when you would expect to see another secondary from Blackstone?.

We will be eligible after one year anniversary and I think you could expect to see a shelf sometime in the near term to take advantage of it. As it relates to when next secondary comes, that really is Blackstone's decision.

But as we’ve said before Christy, Blackstone is going to take a very methodical and prudent approach to ultimately liquidating the balance of their investment. So I think you'll see something smart and prudent, like the last go around..

The next question comes from Craig Schmidt with Bank of America. Please go ahead. .

I guess currently 70% of your shopping centers have a grocer anchored.

Optimally where would you like to see that rate?.

We would like to continue to see it grow. That’s how we frame ourselves; a grocer anchored company. I think in a perfect world, we would be awfully close to fully grocery anchored. But I think you'll see us take that percentage up -- I would think you look a couple of years from now, we should be 75 or greater would be my expectation. .

Okay. And you had spoken before about same store NOI spread between centers that are grocery anchored and those that aren't.

Are you still seeing that separation?.

Yes, we are. We have that number. Yes, we are running right now at 4.4% year-to-date on the grocery anchored properties. .

And are you seeing the same separation with the specialty grocers and the warehouse grocers?.

And in specialty are you talking about the…..

Like Whole Foods, Trader Joes.

Those formats. I would say yes. I would say on some of the newer ones, it's way too soon to tell. We're just getting ready to open our first Freshtime store and we have a Barons that I mentioned opening. We have some other things like that that are coming online.

But for the Whole Foods, Trader Joe’s component of what’s in our other centers, we generally see similar kind of performance. .

The next question comes from Alexander Goldfarb with Sandler O'Neill. Please go ahead..

Just going back on the -- taking on the mall tenants; are you opening a mix -- is it a mix of -- are they opening outlets as well as full prices? Is it just outlets, is it just full price when they switch from the malls to the shopping centers?.

It’s been a hybrid. Generally for a GAP, when they come out, they come out as a GAP factory store. But others are different. We are working with Charlotte Russe on something right now that will be a normal Charlotte Russe store. The Christopher & Banks stores that are done have been normal stores.

So it’s little bit of a retailer specific issue for how they want to position themselves when they come out. But our view is the merchandise and the store design as the same; and we're expecting and they are -- what we are being told by them, they are expecting similar volumes and we're banking on similar volumes as well. .

Okay, so similar volumes but obviously lower cost to them?.

Yes. .

Okay.

And then if we think about whether it's the Kmart deals that you did or the Raising the Bar, how would you think about the IRR, if you were going to think about this as redevelopments? How should we think about the returns that you guys are getting from the cost to recapture the space to beautifying the centers and then putting in the higher paying tenants, coupled with the benefit to the adjacent space? How should we think about the IRR out of the Raising the Bar program?.

To just be honest with you, Alex, we really are focused more on cash returns than we think about IRRs and as it relates to this activity. We are seeing all double-digit return type opportunities to put these retailers in on a cash basis and a true incremental cost, incremental revenue from that tenant.

But I think when you think about on an IRR basis, if I had to think about cap rate compression on top of that, I think we would be in the 20s. I think that’s the kind of change that taking place here with these retailers. But we are much more focused on trying to drive good return on invested capital on all of these as well.

And that has been our primary driver. I think it’s the environment of no supply and then the environment that’s allowing us to drive better anchored offerings, better sales and then a better shop tenant that comes along with that. .

Okay, so basically it sounds like sort of low-to-mid teen double-digit returns. Then the extra is the cap rate compression..

Yes. .

Okay. And then final question for Mike P.

Is there anything else that you guys need to do for the rating agencies or is it just reporting third-quarter earnings and then they'll have everything then they need to make their decision?.

It’s essentially in their court at this point Alex. .

The next question comes from Samir Khanal with ISI Group. Please go ahead. .

You guys are one of the few strips that disclose the net effective rents.

Can you provide some color on what the CapEx trend you expect for new deals going forward or maybe some recent conversations you are having with retailers regarding sort of capital spending or CapEx in view of the limited supply in your asset class now?.

Samir, I get pointing back to our discloser and if you think about the trends at least over the past four quarters, in terms of the capture rate, it’s roughly been in the 80% level when you incorporate the load of 10 TI/TA and some landlord work and commission. I don’t expect that number to change materially.

There’ll always be some compositional differences, depending on whether it’s heavily weighted to anchors versus smaller shop tenants which are generally on the margin more profitable. So I think that component will remain the same.

In absolute terms the dollar, the dollars of capital will probably increase because of the acceleration of the number of projects, and the fact that we will provide other additions and other improvements and enhancements to the centers as we reposition the anchors and put in better quality anchors.

All of those incremental cost of above and beyond the direct tenant allowance are factored into those returns that were talked about on the previous question.

So I think the combination of looking at the net of active rents schedule, which should remain relatively consistent, looking at the returns on the anchor repositioning and redevelopments should probably give you a good idea in terms of how we are deploying the capital accretively to the business..

The next question comes from Todd Thomas with KeyBanc Capital Markets. Please go ahead..

First, following up on your efforts to bring more retailers to your centers, you mentioned the number of tenants that you signed deals with.

Would you say that there is a much broader audience for this to really continue and really ramp up over the next sort of couple of years here? What's the opportunity like longer-term and are you gaining traction with a much wider list of retailers? And then also you mentioned that rents for the 10 leases signed so far are higher than the traditional small shop leasing that you're completing.

Can you quantify that delta?.

Our small shop today is roughly $21 a square foot in the 5 and under range is what our in-place rents are today; and those rents are coming -- I'm going to call it generally $10 a foot higher than we are in places. So when I think about it -- part of this is -- there is some discovery on our part. I think that we are ahead of the game here.

It's something that we saw over the last year, just more from reverse inquiry, where we started to get some inbound calls from of the mall retailers about it. And the more that we tested the theses with mall retailers, there is a pretty good receptivity to it.

So that is really driving us to say -- we needed the leasing of horsepower and we needed the relationships that the three people we hired bring to us to really see if we can make a go of it and how large it can be. But I think there's a really good opportunity.

I think when you start to think about what the world is going to look like going forward, without any material supply growth, and again as far as I can see right now into 2020, I don’t see any material development. I think that provides a lot of opportunity for us to really relook at how we’re approaching merchandizing at our level.

And I think the way, we’re going to think about our properties are going to be much, much similar to the way mall operators think about.

That is, we’re trying to get more focused on let's bring in best operators, best sales that we can generate that contract, we think it appeals to a lot of different retailers and the mall operators being one of them. So I know that’s not a very definitive answer but I think it’s a greater opportunity than a smaller opportunity, but time will tell..

Okay and then, also following up on the Kmart transactions, the costs seem rather minimal and I'm just curious why you think it's taken so long for Sears to make some of these deals? I guess why now? And also if Kmart has control for 40 years over these spaces, why are they unable to recognize some of the value and sort of sublease the space I guess themselves? What prevents them from sort of harvesting some of the upside?.

Nothing prevents them but its capital. At the end of the day that’s the opportunity. If you look at our deck with one exception, we’re dividing spaces up. And so that’s got cost, it’s got downtime, it’s got -- what our expertise is right, to do those kind of fit outs and invest capital.

That’s really not what Kmart has been willing to do, to invest capital and be in that -- in that business. I think what you’ve seen as people come in and lease space for them, but generally retailers want what they want. They want a vanilla box. They want to place start to from.

And there is a capital component to get there and I think as Sears and Kmart have gone through that process, they just really have -- we’ve not seen them really put capital into leasing..

The next question comes from Vincent Chao with Deutsche Bank. Please go ahead..

Just begin with the re-merchandising here. It sounds like you’ve been a little bit more aggressive on that front as cost a little bit of occupancy here in '14.

Just wondering was there any noticeable drag on same store NOI growth? I know you tightened it around the same midpoints, but wouldn’t it have been higher, absent that re-merchandising focus? And just as you think about 2015, do you think there will be a noticeable drag from these efforts on either same store or occupancy?.

Vin, as it relates to 2014, the answer is no. There really hasn’t been an effect. Most of the opportunities are relatively recent. So we've just cut the deal. So there hasn’t been much downtime to speak off.

As we look into 2015, the downtime that we talked about earlier, it will play a role, it will play a factor because it will take time for us to recapture this base, break down the box et cetera, get the tenants merchandise up and operating.

So we haven’t quantified exactly what that is because we’re still rolling up the details of our 2015 guidance for NOI but there will be some effect. But when we think about it, the benefits on 2016 and beyond are substantial, as well as the cap rate compression that Mike talked about.

And the other point to bring out as we do think about this acceleration and anchor repositioning opportunities, it’s not just the Kmarts. We’re being very aggressive in trying to find the best-in-class retailers. That will create some downtime. That will create some relative slowdown in the occupancy growth for anchors.

But we think that the longer term benefit, both in terms of cash flow and valuation is unmistakable and we’re going to keep doing it. We're going to move beyond quarter-to-quarter stress if we've got the better long-term deal in front of us and I think the recent Kmart examples are just that. They're examples of thinking smart for the long-term..

Just curious; on the Kmart discussions today, is the barrier to sort of announcing additional deals, is it more on your side in terms of finding replacement tenants or are they just sort of -- they did the first round, see how it goes and then --?.

I would tell you bizarre thing. We have been down the road numerous times over the years on different things. So we started -- I’m going to say -- I cannot get the word from Kmart -- earlier this year that they were open to more reasonable discussions. And so we started working and we picked a handful of things that we wanted to work on.

We started working on them to see if we can put tenants. Then we took those, we firmed those up and then we went to them and we cut the deal. We’re going to work on the next tranche now and we’ll work in that same path.

But to your earlier comment, could I get all of them back today? I’m sure that I could; but I want to suffer the downtime before I have the tenant and that would be material impact.

I feel like this is a nice measured approach here that we can take and be able to do it because we are willing to invest the capital where we have somebody else who really isn’t willing to invest capital. So we feel like we can do this on a measured basis where we minimize impact to earnings..

The next question comes from Ki Bin Kim with SunTrust. Please go ahead..

Just a couple of follow-ups.

For your re-tenanting efforts from bringing mall tenants into the strip centers, are these tenants typically coming from and I guess you can define whichever way you want, C malls, B malls or A malls or where is the most transition occurring?.

I would call it more in the B space. That would be my view. I think the better Bs. I’ll call it that, the better Bs. I think there is the better Bs in the hands of the larger companies have some pricing power and we are able to do some things that are I think more economical than what our peers in that space can do. .

Okay and the second question, if I look at your same store NOI composition, it looks like it shifted a little bit, where you’re getting little left from just straight same store rental income and a little bit more favorable on the expense side via maybe the bad debt.

So maybe you can just provide a little bit more color on that and what the mix might look like going forward?.

Yes. You’re probably looking at 2.2% number on the same store NOI reconciliation in third quarter. Looking at that quarter, there's a little bit of -- in this quarter little bit of set up if you will just in terms of the slope, just in terms of the timing of getting tenants open on the rental side.

And last year we had a very strong third quarter when you look at last year’s supplement. But I would tell you, when we do expect that in the fourth quarter for that number to be elevated again and consistent with the nine month trend.

So I think this is more a timing than anything else and when we stand back and we look at the full year, I think you will see that -- the revenue growth, or I should say the NOI growth will be primarily driven on the revenue line. .

The next question comes from Jeff Donnelly with Wells Fargo. Please go ahead. .

You put out the Raising the Bar report today and I was curious if you look at the centers that you described as transformative anchor leasing, as sort of a precursor to the sale of the assets.

Just because some of them -- some of the assets you profiled I would say have historically had anchored churn if you will over their life and I guess I'm wondering if you're thinking that this is the time to maybe harvest some of those properties now that you've got the tenant mix fixed?.

I would tell you that there certainly are, if I think about like the just one of the properties in the Kmart pool in Watson Glen in Nashville. I think we've clearly now solidified the anchor there and repositioned that property for future sale. And I think that would be obvious on our part.

But I think I look at the lot of the other ones that are in-hearing and one thing I would clarify is this was a sampling. We tried put some things together that we thought were a good cross section of the portfolio and certainly we're talking about a 170 plus properties here that we've done.

And so we try to pick some examples that were to be very clear and easy for a reader to understand, but ultimately we have a lot of good real-estate.

I look at what we have the Oxnard, California or Lake Worth, Florida or what we have in the Dalewoods here in Westchester outside of New York City and say, those properties are just going to get tremendously better. And even if I look at something like what we did at University Commons in Greenville -- we've put Harris Teeter and it was phenomenal.

We have now spurred a lot other leasing their between Petco and Sleepy's and some other things. And we look and we say we've had some other opportunities there.

So I think this is something that continues to feed on itself and at least for the near-term there will be some selected opportunities there where we maximize but the trends we're seeing are so strong after we've made these changes that I don’t -- it’s not necessarily just a position to sell..

And Jeff, if I could just add one thing. We've had many discussions with researchers and investors about a disposition program and why do you have the assets you have and are you considering selling any? And the example I think that Mike used on Nashville is really what we've been trying to get at.

At every property we have a leasing plan, a strategy to create value. We're going to execute that, and once we execute that we are going to take a fresh look at the center, its future prospects, its location, competitive forces, et cetera, and you will see us starting to dispose of centers on a select basis.

But what we didn’t want to do was just cut and run, just take low production centers and just move on. We want to create the value first and then if it makes sense to exit, we'll exit. That’s why our disposition program is going to be very ratable, very methodical as we move forward to generate capital and reinvest in longer term pullback. .

And Jeff really just add under this too, it really speaks to what I think we've said along and really what I think is the differentiation of the platform here is that we're operators and at the end of the day we've got a sense of where value is and we have a sense of what the opportunities are and we're going to methodically make the steps to get to value and then transact.

Not -- I have said it on prior calls, our occupancy is not improving because we're selling assets. It’s improving because we are leasing the space, right? And I think that’s missed in a lot of what’s going in the space.

It’s really easy to sell the stuff that’s not occupied but we had an opportunity to craft the portfolio as to where we saw a growth and how we were going to get here and we're taking advantage of that. .

Just as a statement, I guess as a follow-up, I think it would be beneficial, not to be an arbitrary seller of assets, but I think if there are those, that you can harvest and sell at an attractive price, it would sort of bring it full circle to show, what you guys have done with asset repositioning and ultimately monetizing them I think it would be helpful..

I will say to you that -- I can say to you that we do have a few assets on the market today, and so I will tell you that. The process -- every quarter that went, as we have said and again, we're very much do what we say kind of Company.

We said as quarters went by and we were able to give value and achieve our targets here, that we were start to do some things. And so we are in the market now with a couple of assets.

We'll look to have some color on those I think as next quarter comes but it is very measured and it’s methodical to how it is and it just -- it hasn’t been the right time for us up to this point. But now as every quarter goes by, there is going to be something that we have achieved our targets and we'll be out in the market. .

And just maybe one follow up. Because I know you're not necessarily like an acquisition-driven story, like maybe some other companies might be, but I know you still look at product. And I guess my two parts are a lot of your peers have been talking up, whether they're going more urban or mixed use or street retail.

What are your thoughts on those niches and then secondarily, for the product that you do look at as your sweet spot, how competitive is it today? Because it feels like a lot of your direct REIT competitors may or may not be showing up, given the rhetoric to what they seem to be pursuing at the margin?.

So I’ll take this and share the response here with Dean Bernstein. We are what we are. We are grocery anchored company, national operator. That’s our platform. You’re not going to see us in street retail. I think next mixed use is probably not in the cards for us either.

We may look at bringing some of those elements into a couple of properties over time, but you’re never going to see us operating apartments. I can promise you that. As far as what’s in the market, I think it’s a very hard time -- when debt markets are as hot as they are, it’s really not the right time to be a buyer.

And that's -- I just say in simple words, that’s the way I would see it. We’re looking. We do continue to look in the market. And I'll let Dean give a little bit color, what he sees out there..

Yes, it’s Dean Bernstein. Look the market is very, very competitive. Cap rates are not even approaching historic lows anymore. They are at historic lows.

We’re seeing the top A quality asset on the coasts, now trading in the high fours and not much getting out of the fives for A quality and cap rates are coming in, in secondary markets and they’re coming in B and C assets as well.

So it’s very competitive and we are looking, but we are maintaining a very disclaimed approach and when we see what we want to see we will pull the trigger. But it is a tough time to buy without question..

The next question comes from Jason White with Green Street Advisors. Please go ahead..

I appreciate the commentary on the Kmart cost to recapture of the boxes.

Can you also give a little color on the TIs or landlord work involved, just basically CapEx spend to get those leased to the new tenants you've identified?.

We’re expecting on top of $2.5 million and remember most of these were multiple unit boxes. I would say it’s pretty fair to look at this in the kind $80 to $100 a foot type total capital spend on redoing those spaces. That’s kind of where we see it..

Great. And then on your earnings guidance, I believe last quarter you talked about that baked into your guidance was potential a Blackstone secondary offering, again and potentially an unsecured debt offering.

Are those still in this new guidance range or have you stripped those items out and pushed those into 2015?.

Those items won’t have any effect on the remainder of the year. With respect to a Blackstone secondary offering, the incremental cost to us are not going to be material, and as I suggested that the debt raise on the unsecured markets would probably an early '15 event..

Okay.

So that change in guidance composition, did that have any effect on where you would have been, ex the tender offer?.

I would say that the raise in the guidance level, but for the tender was primarily the range of interest cost that we had expected that were incrementally better..

Okay.

And then I guess the final question, on your non-same-store portfolio, can you give me an idea of the NOI growth from those assets versus your same store portfolio?.

I don’t have it for the -- I don’t have it handy here for the quarter. We have to get back to you. I know on -- they’ve generally been running consistently if not slightly ahead, but we’ll get back to you with a number on that..

The next question comes from Linda Tsai with Barclays. Please go ahead..

On Raising the Bar, the 160 properties you've identified, sorry if I missed it, what's the approximate timeframe for completing these projects?.

It’s part of a five year plan. That’s really part of a five year plan..

And then the $15 a foot rent quoted for the mall-based retailers, do you have any sense of how that translates on an occupancy cost ratio basis for the retailers? I'm just wondering how it compares the averages quoted by mall owners..

I didn’t say $15. So basically where we are today, the question we had earlier was what do those compare versus in place. Our in place just generally for 5000 and under is roughly in the $20 to $21 a square foot range. These deals have been running roughly $10 a square foot higher than that..

Thank you.

Any sense of what the occupancy cost ratio would be?.

I think it’s -- it would be relatively consistent. I think I would look at those at roughly kind of 12% to 14% occupancy cost..

The next question comes from Mike Mueller with JPM. Please go ahead..

I'm sure you're always going to have stuff to do, but how long do you think it will take to get through the anchor re-positionings that you want to do today?.

Well I think, just when you think about what we’ve outlined in my comments here today, we’ve identified a 160 opportunities over the next five years and so some of those are maturity driven, some of them are just timing of what it’s going to take for us to be able to get to the right space configuration and what have you, but I think it’s a long term exercise.

I would always say to you, it's is very dynamic business and I think that’s the one difference in the retail space compared to other asset classes. The footprints and opportunities change with store prototypes and so it's our job to be on top of that as it comes. Based on our review this what we see on the timeline.

That will be there, but as time goes, we’ll modify accordingly. But it’s a longer term plan. I think we’ll continue kind of with the same pace, we’ve been on. We consistently had somewhere 20 to 25 projects in process at any given time and I think that will continue to be the case.

We'll add some and we'll take some off every quarter kind of at the same pace that we've -- roughly the same pace we’ve been on..

(Operator Instructions) With no more questions I think this concludes our question-and-answer session. I’d like now to turn the conference back over to Michael Carroll for any closing remarks. Please go ahead. .

Thank you operator.