Ladies and gentlemen, thank you for standing by and welcome to the Q1 2020 Federal Realty Investment Trust Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation there will be a question-and-answer session.

[Operator Instructions] I would now like to hand the conference over to your speaker today, Ms. Leah Brady. Please go ahead..

Good morning. Thank you for joining us today for Federal Realty’s first quarter 2020 earnings conference call. Joining me on the call are Don Wood, Dan G, Jeff Berkes, Wendy Seher, Dawn Becker, and Melissa Solis. They’ll be available to take your questions at conclusion of our prepared remarks.

A reminder that certain matters discussed on this call may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any annualized or projected information, as well as statements referring to expected or anticipated events or results.

Although Federal Realty believes that expectations reflected in such forward-looking statements are based on reasonable assumptions, Federal Realty’s future operations and its actual performance may differ materially from information in our forward-looking statements and we can give no assurance that these expectations can be attained.

The earnings release and supplemental reporting package that we issued yesterday are in a report filed on Form 10-K and our other financial disclosure documents provide a more in-depth discussion of risk factors that may affect our financial condition and results of operations.

We have also posted on the website a slide deck that has more detailed information on the impact of the COVID-19 pandemic on our business to-date and various actions we have taken in response to COVID-19. These documents are available on our website.

Given the number of participants on the call, we kindly ask that you limit your questions to one or two per person during the Q&A portion and you should feel free to jump back in the queue if you have any additional questions. And with that, I will turn the call over to Don Wood to begin the discussion of our first quarter results.

Don?.

Thank you, Leah, and good morning, everyone. There's a certain comfort in the familiarity of the well-worn quarterly routine of the earnings call with each of you that's oddly reassuring to me as we battle through this mess each day and preparation for advantageous positioning coming out the other side.

First, my heartfelt thoughts and prayers for good health to each of you and your families and friends in this crazy time, particularly those of you holed up in small spaces in my favorite city, home to the 27-time World Champion, New York Yankees.

Next, a shout out of immense respect and appreciation for the unity and the work ethic of the Federal Realty team on the front lines over these past six to eight weeks, including our property management team, who is taking care of our assets so that essential businesses could provide those services to the community, and also to those team members whose jobs weren't full time anymore and who volunteered for the numerous new areas where their help was needed.

Top to bottom, everything in between, thank you. This is one dedicated and talented team. Let me start with a few comments about the first quarter, and then move on to today's situation where and we are headed from here.

As you saw in our press release last night, we reported FFO of $1.50 a share in the first quarter compared with $1.56 in last year's first quarter.

Even before the COVID-19 crisis, we were going to have a tough year-over-year comp because of the $5.4 million in lease termination fees in last year's quarter compared with $2.7 million this quarter or a difference of roughly $0.03 a share.

But we were having a great start of the year up until the last two weeks in March, and we were on track to grow FFO per share ex termination fees by 2% to 3%. That changed in a blink with mandated shutdowns and fear of the uncertain future. The states that we do business in were among the first to close.

And by the second half of March, we were really feeling the heavy drop-off in activity. Rent payment deficiencies and increased bad debt provisions, among other items, directly attributed to COVID-19, totaled $4 million or $0.06 per share in the first quarter.

Still a pretty solid quarter, which also included over 80 leases executed for nearly 0.5 million square feet. So we went into this whole mess in a strong position from both an operational and, most certainly, a balance sheet perspective.

So I guess, the real question is, will we make it through? And what will we look like on the other side? First things first. Yes, we will make it through. Dan will spend considerable time going through our current cash position, cash flow projections, our development spending flexibility and plans for additional financing.

One comment from me in that regard. History and track record really matters at a time like this. A reminder that in 2009, in the depths of the recession when markets were closed to many, many borrowers, we accessed the unsecured market. We accessed the we secured bank debt from a consortium of lenders. We upsized our line of credit.

We even issued a small amount of common equity. The point is that all of those markets were open to us then, and our balance sheet and competitive position is even stronger today. Again, Dan G. on our plans in a bit.

Our development spend, which approximated $35 million a month coming into April, has been pared to about $10 million a month, with the Massachusetts and California shutdowns at Assembly Row and Santana West and a few other smaller projects saving cash currently.

Construction at CocoWalk in Florida and 909 Rose at Pike & Rose in Maryland continue, as both are nearly complete and, in fact, will be over the next few months. We have every intention to complete all of our development projects that are partially constructed.

The start of construction on all new development projects are, however, on hold until we have some better visibility on the length of the pandemic's effects. Okay, rent collection.

It's obviously impossible for a simple tell-all statistic or metric to try to explain such a multifaceted and complicated phenomena as the virtual shutdown of the entire U.S. economy by a pandemic, and April rent collections certainly are not that metric. But they're a relevant piece of data. They're easy to understand.

They fit neatly on a matrix of comparative companies. But like same-store NOI, it's just not that simple and is such a small part of the company's post-COVID viability and growth prospects. More on that in a minute.

For the record, we collected 53% of our contractual rent in April, which we expect to be better than the mall sector and a little bit less than the grocery-anchored shopping centers who have a tenant base more highly geared to essentials.

Our portfolio is far more diversified, which we see as a major strength, not a weakness, for any period in history and any economy in history other than in the quarter or two that a global pandemic literally shuts down the world.

All 104 of our shopping centers are open and operating with about 47% of the tenants open and trying to do some level of business. About 1/4 of our rent comes from essential services, grocery, drug, banks, etc., and that was largely paid in April. Another 20% comes from our residential and office tenants, largely in our mixed-use communities.

95% of our resi rent for April was collected, as was 87% of office rent. Restaurants make up 15% of our rental base, about 1/2 full-service and 1/2 QSRs and fast food. About 1/4 of that rent was paid in April.

Fitness and experiential tenants, like theaters and bowling concepts, comprise another 6%, and very little April rent was collected in that category. Payment was sporadic on the balance of the portfolio.

So our first response for non-payers was, of course, to communicate with clarity that we expect existing contracts to be honored, and in many cases, they were. Others did not pay, have been put on default and no active conversations are under way between the parties for a whole host of reasons.

These are largely small tenants who were struggling pre-COVID-19 and will have a hard time reemerging on the other side. Vacancy will clearly be higher on the other side of this crisis, no good prediction on how much higher at this point.

The remainder are those tenants who have the wherewithal to pay but who are looking for deferrals for the periods that they are closed and some for a couple of months after. These negotiations are complex and consider many factors, including the easing of lease restrictions that may impair our ability to redevelop down the road.

We don't have a blanket policy for handling these negotiations. This is a really important point. One of the many advantages of our platform is that we're small enough to have senior level experienced executives handle each of these conversations on a one-off individual basis.

We believe that, that individualized approach will lead to the best result for Federal as a whole as we look to the coming years and not just months. So I think all of that is a pretty good summary of what's happening right now. You can find additional information in a presentation available on our investor website.

Check it out, it's thorough, if you haven't already. Let me move on to give you a few thoughts about where we see ourselves on the other side of this. And as you would expect from me, let me start with the short-term negatives. First, geography. No surprise here.

The states we do business in will largely be the last to reopen and likely with the most stringent conditions, California, Massachusetts, Pennsylvania, Maryland, etc. the list, clearly a negative relative to the middle of the country in terms of the second quarter and probably third quarter activity. Second, our tenant makeup.

More lifestyle and entertainment-oriented restaurants and retailers that are not essential for consumers during a pandemic, as I laid out in the percentages above. So those two things, geography and tenant mix, are not conducive to outperformance or accurately predicting performance at all in the second or third quarters of 2020, perhaps longer.

Accordingly, we're in no position to offer earnings guidance for any period at this point. What we can do, however, is share our thoughts as to a pretty compelling plan and vision for our properties, enhance growth on the other side of this. First, from the demand side.

We see the geography negative in the short term as a huge positive on the other side of this. At the end of the day, real estate needs to be near high-paying job centers to be able to grow and value, ours are.

They're in densely populated and affluent first-tier suburbs to major coastal cities, but not in the central business districts of those cities. Plus, they're open air.

Think Bethesda and North Bethesda, Maryland, relative to Downtown D.C.; Coconut Grove to downtown Miami; Hoboken to Manhattan; San Jose to San Francisco; El Segundo to Downtown Los Angeles; Summerville, Massachusetts, to downtown Boston; Bala Cynwyd, Pennsylvania, to downtown Philly; you get the idea.

Open-air places, not enclosed buildings, that are easily accessible by car with convenient parking, close enough to high-wage job centers that are able to take to attract the latest tenants and, and this is really important, provide a full array of services.

The luxuries and conveniences that both city and suburban people have grown accustomed to and, in fact, demand aren't likely to be given up on easily. It's kind of a Goldilocks scenario here, not too close, not too far, just right in terms of those locations.

Might what we've always believed to be the sweet spot, those close in first-tier suburbs, be even sweeter in a post COVID-19 world? We think so. Second, landlord organized and integrated curbside delivery programs.

That's landlord organized and integrated curbside delivery programs at shopping centers and mixed-use communities in densely populated first-tier suburbs need to be, in our view, a permanent component of a property's toolkit for attracting customers, and not just for food.

Face it, delivering goods and services to the end user profitably has not been broadly solved. Customer pickup in an attractive, convenient, safe environment is the most important piece to economically delivering goods that last mile. We'll be a leader in landlord-integrated curbside delivery on the other side of this.

And third, it's not hard to see how the steady drumbeat of enclosed mall tenants who have been moving at least partly to open-air shopping centers over the past several years doesn't accelerate meaningfully in the wake of COVID-19.

When you think about which open-air properties are most likely to garner a disproportionate share of that movement, Federal formats, tenant mix and locations are pretty darn well positioned. We think this is one of the most important sources of where new tenant demand comes from that's necessary to replace the COVID-19 retail failures.

There's also a fourth and a fifth and a sixth set of initiatives that we're working on that are too premature to talk about at this point, but they all relate directly to why all of us at Federal are, while patiently working through this awful pandemic today, extremely excited about what awaits as we work into the other side later this year and next and for many years after that.

So as you sit back and take a break from compiling April rent collection stats and think about the future of the 25 or so publicly traded retail-oriented real estate companies and business today, I think you'd agree with me that our locations, our formats, our diversity and innovative team should put us at the top of that list.

Let me now turn it over to Dan before addressing your questions.

Dan?.

Thank you, Don, and good morning, everyone. FFO of $1.50 per share represented a largely intact first quarter. As Don mentioned, prior to the March impact of COVID-19 on our numbers, we were on pace to outperform our internal forecast by about $0.03 or $0.04 per share, with COVID-19 impacts representing roughly $0.06 of negative drag.

Overall, the numbers in the first quarter were driven primarily by Splunk taking position possession on time at 700 Santana Row on February 1, lower property-level expenses and lower G&A offset by the aforementioned COVID-19-related impacts in the last three weeks of March, which included higher bad debt expense than we had forecast, lower contribution from our hotel JVs than forecast, lower parking revenue and higher interest expense, given the cash position we built.

Our comparable POI metric came in at a negative 2.5% for the first quarter, but don't be alarmed.

Excluding term fee headwinds, which were expected, of a negative 1.8% and COVID-19-related POI impacts in the same-store pool of a negative 1.7%, comparable POI would have been a positive 1%, a result which would have also exceeded our internal expectations.

Through March 15, we were also having a solid first quarter on the leasing front with almost 500,000 square feet of activity. Leases of note where merchandising was meaningfully enhanced and our rents increased include T.J.

Maxx replacing Staples at Andorra in Philly; Burlington taking the Bon-Ton box at Brick in New Jersey; Old Navy at the old Pier one in Mount Vernon, Virginia; a renowned South Miami restaurant group signing on with a new concept of the former Gap ground floor space at CocoWalk; and converting retail space to creative office space for a cutting-edge cosmetic line at the collection at Plaza Segundo in LA; all examples of our ability to drive demand from best-in-class tenants across property types due to the strength of our real estate locations.

This has continued into the second quarter with deals signed over the last 30 days with two top grocers as well as a major office tenant. Plus, we have seen real estate committees at these retailers open up in recent weeks with site approvals coming in at several additional locations.

Add in a bidding war for our Fairway grocer location in our recently acquired Brooklyn asset, and you see demand for our real estate from top tenant continues, albeit at lower volume, even in the midst of a global pandemic.

Let me take a step back and take a few moments to comment on the overall profitability of Federal from a fundamental perspective. We have a high-margin business at the property level with PO margins just under 70%. Breakeven cash collection for POI at the property level is right around 30%.

Breakeven cash collection after G&A, after interest expense, after maintenance and leasing capital is roughly 60%. While our second quarter and the balance of 2020 will be challenging, no doubt, our cash burn rate from operations even in the second quarter should be minimal. Let me take a moment to highlight our updated disclosure.

Both Leah and Don highlighted our COVID-19 business update and its availability on the front page of our Investors section of our website. Additionally, in our 8-K supplement, you may have noticed an office tenant. Splunk is now our top tenant, albeit at a very manageable exposure of 3.4% of revenues.

For those unfamiliar, Splunk is a leader in data software analytics, security and operations. A public company since 2012, Splunk has a market capitalization in excess of $20 billion, roughly $2.4 billion of revenue last year and has a leading industry position in all things data.

Lastly, in March, we posted on our newly designed Federal 1962 branded website, our inaugural ESG-focused corporate responsibility report entitled A Sustainable Mindset. It is a comprehensive overview of our long-standing commitment to ESG throughout all aspects of our business. Now on to the balance sheet and liquidity.

In mid-March, we drew down close to our entire $1 billion credit facility given concerns over the stability of the financial markets. At quarter end, we continued to have that $1 billion of cash on hand. PAUSE that time, we have raised an additional $400 million in an unsecured term loan.

The term loan has a 1-year maturity with a 1-year extension option and an interest rate set at LIBOR plus 135 given our A- rating. These moves provide us with substantial pro forma liquidity of $1.4 billion in cash on hand and available credit capacity as we navigate through these uncertain times.

Our credit metrics remain strong with net debt-to-EBITDA at 5.7 times, fixed charge coverage at four times and a weighted average debt maturity of 10 years.

We remain well positioned to manage through the challenging environment we currently face, like we have done time and time again over our 58-year history and our 52-year track record of cash flow stability and increasing dividends.

Our A-, A3 ratings from S&P and Moody's, respectively, should provide us with continued access to the unsecured bond market at attractive interest rate levels. We expect to refinance our manageable debt maturities, $340 million, through the year-end 2021, primarily in this market.

Our diversity of other attractively priced funding sources continues to be a differentiating factor for Federal. The quality of our real estate still commands premium pricing in the institutional sales market, as evident by our most recent asset sale last week in Pasadena at a 4.5% cap rate.

And the ability to partner with attractively priced passive joint venture capital remains high. Now let me provide you with a more fulsome update on our development pipeline. At 3/31, roughly $675 million is remaining to be spent on our in-process pipeline.

That pipeline is disclosed in our 8-K on pages 17 16 and 17 and outlines our redevelopment and development, respectively. Updated timing given the government-mandated shutdowns at our two largest projects. Assembly Row and at Santana Row, push out the time line somewhat.

$250 million to $275 million is estimated to be spent for the balance of 2020, with most of our projected second quarter spend being pushed out at least a month or two on average. $250 million is now projected to be spent in 2021, with the balance $150 million to $175 million in 2022 and into 2023.

Over 80% of that pipeline is nonretail, with 55-plus percent amenitized office and 25-plus percent residential, all of which are located in first-tier suburbs. And note that 50% of the commercial, office and retail, is pre-leased.

Also note that we have the ability to hit the pause button on roughly $280 million of this existing pipeline, which would reduce the in-process pipeline's remaining spend to less than $400 million. To clarify, at the current time, hitting the pause button is not our objective nor our current plan.

But as is our hallmark, we will maintain discipline in those capital allocation decisions as we move forward. As you saw yesterday, we declared a regular cash dividend of $1.05 per share payable in July.

Given the strength of our balance sheet and liquidity position, our goal is to maintain a cash dividend and push our 52-year record of increasing dividends to 53. However, again, the management team and our Board of Directors will be extremely disciplined in setting our dividend policy as we navigate moving forward.

Lastly, FFO guidance for 2020 was withdrawn back in March. We hope to reintroduce guidance when we have a better visibility on the impact of COVID-19 on our business over the coming quarters. And with that, operator, please open up the line for questions..

Thank you, [Operator Instructions] Your first question is from the line of Craig Schmidt with Bank of America..

Good morning..

Good morning, Craig..

Yes, In talking about the expanding and enhancement of the curbside service and delivery, is any of that going to require any zoning differences that you might need to have to accommodate that? Or are you well within the bounds of staying within your current zoning?.

Craig, we've got a lot of different property types in a lot of different places, and we don't expect zoning to be an issue. There are clearly certain things that need to be done. For example, at Pike & Rose, we needed to get the county to give up some parking spaces that they get paid on that they were able to do, which I just loved.

At most of our shopping centers, that's not a problem, but we do have fire lanes and other reasons things that we need to work through.

So what the most important thing, I think, to understand about this is that the evolution of curbside pickup and the integration of it from the landlord's perspective with multiple tenants I really think is something that we are just starting but over the next quarters and years will become such an integral part of what we do that we'll solve the inherent issues that are bound to come up with 100 properties and implementing this along the way.

But zoning should not be the primary concern..

Okay.

And then just real quick, are you having any discussions with retailers who are looking to move to an all-percentage rent as opposed to fixed minimum rents?.

Sure. Let me put it to you this way. Every tenant is trying to somehow renegotiate the contract. And all kinds of ideas are coming through what they would what it is that they would like to do. And I this cannot be I cannot state this enough. The beauty of this place is that we do not have a policy on how we're going to handle certain types of tenants.

Because of our size, which is relatively small and manageable, we can take a senior executive, whether it's me or Wendy Seher or Jeff Berkes or Jan Sweetnam or Lance Billingsley, there are 10 of us at a senior level that can have each of these conversations with each different business, each different retailer, specifically to come up with the best solution.

All kinds of things are being asked, as you can imagine. But at the other side of this, retailers need to be in productive shopping centers. They need to be in places where they're going to be able to make money. We're at the top of those lists.

So our negotiating ability, while certainly not perfect, and our contracts, while certainly not perfect, are pretty darn advantageous to be able to allow us to get to an economic solution on the other side of this. Do I expect some percentage rent deals? Of course, I expect some percentage rent deals.

But I also expect different conditions under which you operate, including some easing of restrictions that were hard for us to redevelop, for example, along the way. So there's a lot there's a long way to play this stuff all out yet over the next six months or so. We're not rushing. We're going to have one by one conversations to get them right..

Okay, thank you..

Your next question is from the line of Nick Yulico with Scotiabank..

Hey, good morning. This is Greg McGinniss on with Nick.

Don, I know it's early, but how have rent collections trended so far in May? Do you have any rough estimates or expectations for final collections relative to April? And then I'm sure you're spending a lot of time thinking about the financial solvency of your tenants, and we're just curious what percent you think might not be recoverable in terms of rents.

Or maybe another way to think about that is what percent of leases do you expect to switch to cash accounting?.

Gosh, Greg, you had so much in there. I'm going to go through the first part and see if Melissa and Dan want to add anything to it. I suspect the answer is going to be no. But I could look, I could tell you that May has started out, we're ahead of April.

I don't even know why we're ahead of April, but where we were in terms of at this point in April, and that's an important point to make. For the first few days that we've collected more than we did in April at that point. Whether that's sustainable or not, I don't know. Well, obviously, we'll have to see what happens all the way through.

And in terms of the I'll make one point on cash versus accrual and the accounting part of this, where my focus is, is really not so much on where yours is in terms of those focuses. Mine is all about how on the other side of this we've got a growth plan with new tenants and different places to get those new tenants, as I laid that out.

And those places those tenants that really have a business plan going forward, I'm not really all that about taking tenants that had a hard time coming in here and doing whatever we can to keep them in the shopping center. I don't think that's necessarily the best way to move forward.

And so all the focus here, while the day to day of negotiation is on 2021, 2022 where effectively will not only maintain but expand our leadership position. I don't know, you guys, if you want to add anything to that at all, but I guess..

Yes. No, look, it's a moving target with regards to kind of what we see as collectability from our tenants, and we'll make assessments as we move forward. So there's not much we can add there, except to concur with what Don highlighted..

All right. That's fair.

And then could you just dig into the restaurant rent collections a little bit more? What were the collections like on quick service versus full service? And then what gives you confidence that full-service tenants can survive this or be able to pay back deferred rent given what's likely to be a diminished business for a while?.

Yes. No, look, there was a differentiation between what was collected with regards to we had quick service we have essentially 27%. Don mentioned a 1/ 4, about 27% total in restaurants. Roughly 37% would be QSRs and the fast food, and then less than 20% from full service..

And Greg, let me jump on the point about what makes us think we can go forward with respect to that because that's a real important one. We have circled about 35 tenants, restaurant tenants, that were incredibly strong that we want to make sure open back up quickly.

And when they do, they're such an important part of the shopping center? So we've circled we've actually authorized a $10 million fund that is available for tenants to effectively reopen, only select restaurant tenants that we've designated to effectively go there.

That we are in the early stages of that because that's not PPP money that we're talking about. It's not specifically tied to the employees of those restaurants. It's about getting them back open and the working capital necessary to get them back open. We're not going to do that with failing restaurants.

We're only doing that with our strong restaurants who've come in but are challenged today financially to be able to get that initial start going back.

So it's an important part of what we do in terms of our merchandising of a shopping center and mixed-use property, but it's one that we're highly focused on to make sure we're investing in the best ones..

All right, thank you..

Your next question is from the line of Christy McElroy with Citigroup..

Hi, good morning. Thank you, Don. I just wanted to follow-up on some of the comments you made in the opening remarks about your markets and demographics. And so on one hand, you're in coastal market, but it seems like things are shut down longer, but you also have higher-income demographics that may not be as impacted in terms of job losses.

But you also have a longer-term trend here of potentially greater work-from-home trends that could result in more people moving to lower cost of living markets that could impact that historical high wage job centers that you discussed.

How are you thinking about all these factors today, not just from a retail perspective but office and [resi] as well?.

Yes. Christy, first of all, who knows, right? It's this is really it's really hard to predict where we're going to go other than to say, I believe think about yourself, think how and your team and how comfortable you've gotten with services, the level of services that you've had over the past five or six or seven years.

I don't believe that those urban and you're not as urban as some of the folks in your spot, but those urban folks are going to move out to second- and third-tier suburbs. It's just too it's too much of a drop-off in what was available to them. But I do believe in those first-tier suburbs, which where we are, the ability to have it all.

I do think there's this is going to be a resurgence for cars and your own personal transportation device as opposed to mass transit for a while and maybe longer in a while. I don't know. We'll see how that plays out, but I think that's critical.

The other thing, and I don't know if this if, I don't whether we disclosed this or not, but I find this interesting.

In our big 3, the Assembly Row, Pike & Rose and Santana Row, all of whom are in those that first-tier suburban area, right, while we absolutely did not collect a lot of the lifestyle rent on the retail side, overall, we collected 2/3 of the rent due in those properties because of the residential, because of the office component to it.

So the notion of those places as kind of centers of jobs, those places the centers of living and the new style for doing, it. I think we're right in the middle of it. Right where we belong. So the specifics to your question, right, we'll have to see. Let's see how it plays out.

But at the end of the day, the real estate is sure conducive to where the jobs are, whether they're at home or in the existing place that they're at or and certainly for the retailers to be able to create sales and value there. So I'm feeling pretty good about the position..

Okay. I agree. I'm probably an anomaly in terms of where I live. I understand your dividend payment track record and the importance of that, but the dividend can be an annual payment. Just you're doing a lot to shore up liquidity in terms of including the new term loan.

Can you discuss the Board's decision not to just sort of suspend the payment for now given the current environment and sort of take a more of a wait-and-see approach?.

Very, very much so. Listen, a lot of people are would say, and I've seen it in some of the notes, "Well, Federal is very proud of their long-term dividend record, and that's why they keep making their payments or that's why they made their payment." That's not true. Well, it is true that we're proud.

But the reason the biggest single reason to continue our dividend payment to the extent we can, and as Dan said, we'll evaluate it every three months, and I'll get to your annual question in a minute, is because on the other side of this, down the road, there's going to have to be equity issued.

And the ability to effectively look back at 2020 and say, the company was able effectively to maintain that very important part of total return for a shareholder is really important in our view.

And so today, as we as we understand where our ability to access capital is, how that is going, and I think, as Dan alluded to, we'll have more to say about that in the next couple of weeks or whatever with additional financing, then we think it's important to, at this point, declare July.

We'll absolutely reassess that come August with respect to the next payment. But the difference between simply annual and quarterly in the whole scheme of what is now today $1.4 billion worth of capacity is made sense for us to make an $80 million dividend declaration..

Okay, thank Don..

Your next question is from the line of Alexander Goldfarb with Piper Sandler..

Good morning. Hopefully, Lebanese Taverna is one of your restaurants that you're looking that's on that 25 to 35 list. So two questions from us.

The first one, Don, is how do you when you're working with tenants, how do you make them realize that rents are contractual? That this is not some new era where suddenly tenants, I mean, we've even seen some big tenants take a loss where they suddenly can arbitrarily get this right to not pay? How do you enforce and make clear that tenants have to absolutely honor these contractual obligations and that this is not some new right that they now can use whenever they get into a distressed situation?.

Boy, Alex, first of all, I don't know how to answer that question. I mean they understand that. It is a negotiation. There is there are businesses trying to take advantage of a situation to effectively void a contract. That's on I don't know why anybody would be surprised at that in a time like this.

And so you take your legal rights, your contractual rights, you put them up against the viability of the company that you're talking about, your alternatives and where you think you can go and where you're going to be on the other side of this, and you see what you get, what you can get or what you need because, by the way, we want some stuff out of that contract, too.

And so the negotiation starts. It's not about explaining to them their legal obligations. They understand their legal obligations. And the default rates default notices that we're sending make that very clear behind it. So yes, I don't know really how much more to add to that, that I could..

Okay. Don, that's helpful. And then the second question is you mentioned the value and the benefit of the office and the residential for your mixed-use as far as powering through the overall centers' rent collection.

As you look at your portfolio across your lifestyle projects, your row projects and your traditional shopping center projects, are you noticing better trends with the mixed use because of that commercial element? Or is it really coming down to the particular tenant mix in that one center just by nature of the tenant mix they had was really the overall driver of why that center did better? I'm sort of curious if basically, if having the office and the residential provides more stability or if it really comes down to the tenant mix, in which case, a shopping center with a lot of essentials will maybe do better.

And therefore, as you guys think about how you're going to tenant projects, tenant mix as you've always said, tenant mix becomes even more important..

Let's put it this way.

First of all, we do believe that the residents, in particular in our mixed-use projects, because of the rents are generally and where we are, more affluent and, at least so far, have maintained their jobs more so than rental tenants in kind of a traditional use for an apartment where you're in an apartment because you can't afford a house.

We don't generally have those type of tenants in the mixed-use places we have. So generally, I'm not surprised that we're collecting as well as we're collecting throughout those uses. They're there for a reason. They're there because of that amenitized base.

And so if most of them have the wherewithal to pay and they've got the amenitized base down below, even though the amenitized base is less essential, if you will, as defined by grocer and drug in April and May, believe me, the stuff that's down there on the retail side of those mixed-use projects is essential on a longer-term basis because that's their life.

That includes the right food. That includes the right shopping. That all of those pieces are critical to why they chose to live there in the first place. We're in the first two months of a global shutdown.

Making long-term predictions about the collectability overall, whether it's those particular tenants or future tenants, is you can't take April rents to make that decision about going forward there.

I feel the mix that we have moving toward urban mixed-use and even our grocery-anchored infill locations are all the trends that were there before will only be solidified on the other side of this pandemic. So that's how I view it..

Don, that's helpful. Thank you..

Your next question is from the line of Shivani Sood with Deutsche Bank..

Shivani?.

Operator, let's move to the next question..

The next question is from the line of Jeremy Metz with BMO Capital Markets..

Just following up, Don, on that last question and going back to your comments in the opening about the curbside and being a leader there, just given all the projects under way in planning, the big developments, the redevelopments, the box repositioning, you're looking at some of these industries being impacted, some down in May, potentially worse off or just even with just different future expansion plans.

Is there any additional color here on just how you and the team are maybe shifting your plans around, if at all, as you envision curating some of these or any additional on the design or redesign at this point beyond just the curbside piece of it? Is it just on the margin? Or is there any wholesale rethinking in some cases here?.

Yes. That's a good question, Jeremy. It's no, there has been no wholesale rethinking.

I mean, effectively, and it does go back to what I was saying before, we if you think about physically where our places are and what advantages we have coming out of the recession based on those locations, then we want to exploit, as best we can, the advantages we see. Those advantages include, obviously, an enhanced level of service.

Curbside is a big piece of it. But it will be the way we do curbside going forward that's the real differentiator. Think about how comfortable it is if you live in a community to use your shopping center for all if you could, for all purposes, for all services that you use.

Sometimes you feel like strolling, sometimes you got 20 minutes and you got to pick something up and move along and everything in between. So we want to take advantage of our position that way. Certainly, open air versus enclosed, hard to imagine that's not an advantage. And so we want to take advantage of the formats that we have.

Now coming out on the other side, to the extent we're looking at new projects, to your point, we will look at it with the best information we have at the time.

But as I sit here on May seven or whatever day it is today in the middle of the crisis, I kind of like where we are and how we set this up despite what will clearly be a much tougher environment to produce results for the next quarter or two..

Yes. I think that's fair. And then second one for me. Just a quick one here on Hoboken. I think you and your partner, they had some additional assets on the contract. Just wondering what the latest status is of those and possibly timing? And then if that's part of the capital plan Dan G.

laid out building up some liquidity for? And then maybe on top of that, how should we think about executing the additional asset sales you had originally planned as the transaction markets open back up here?.

Sure. The first of all, with respect to Hoboken, everything we thought going into Hoboken, we continue to think today. But as you would expect, the deals that were not done yet, we continue to look with our partner for other deals and have made some pretty good progress in moving some deals along. We're not going to close them right now.

We're going to sit back. We're going to see how this all plays out. I believe, on the other side, we'll wind up picking that stuff back up, but let's see where we are at that point. So that's -- and that's the Hoboken piece to it. What's the second part of your question? I hate to do it again..

Property sales?.

Wait what?.

Property sales that are in the pipeline..

Yes. Property sales in the pipeline. Again, it's yes, I got you. Look, we're just going to take a pause on that right now. Hard to tell where those markets would be. You did see that we did close on Pasadena in the quarter, by the way, and at a sub-5% cap, which says something. But obviously, that deal was negotiated before..

But they had the ability with full visibility of COVID to back out of the deal, and they didn't. And you're priced at a 4.5% cap, I think, says a lot about real estate quality even in this environment..

In terms of future asset sales that are on hold right now. We'll reevaluate later in the year..

Yes thanks, Jeff..

Your next question is from the line of Michael Mueller with JPMorgan..

Tenant fallout and run rate NOI erosion, do you think this is better, worse or the same as the GFC?.

Gosh, Mike, so different, so, so different. I don't know the answer to your question. I really don't know whether it's not the same as the big recession. Obviously, it is a I mean, the globe has been closed down economically. There's I don't think anything that's been like that.

And so as things start loosening up, I do think, as I said, we'll be one of the last to effectively have people have those jurisdictions restrictions come off.

But I can also I also think it's less about having the restrictions come off and more about the populace getting comfortable and feeling safe in coming back out to the community, and that's going to happen that's already happening in the markets we're in today.

I know I come to work every day, and I know that I've seen traffic in the states I'm in, Virginia and Maryland, that has continued to build, as I'm sure most of you have seen, and nothing has changed with respect to the restrictions, specifically, where we are.

So as that builds back, the question is, how can we get these businesses back up? And effectively, how soon will the market accept them? I'm optimistic, but I do think we're talking about 2021 where we see some any kind of level of normalcy in activity..

Got it. Okay. And then the press release, you talked about slower construction pace because of safety protocols.

And I guess, do you see that as something that's just a temporary phenomenon or something along the lines of more of a new norm? And what are some examples of what's changed on the ground for the projects?.

Like everything else, I think you'll see a slow comeback to "normalcy". But I do what those safety protocols are right now are specific distancing, specific rules with respect to cleanliness and masks and how many people can be working in a particular area.

I do think that will for the projects that are closed down, as they come back up, I do believe those protocols will be in place. Whether they're in place forever or not remains to be seen. But it's stuff like that, which is, frankly, the same protocols that you see in a grocery store or anywhere else during the crisis, a lot of consistency..

Got it, okay. That is it, thank you..

Your next question is from the line of Vince Tibone with Green Street Advisors..

Hey, good morning.

Given your ability to access debt capital, would you consider levering up to go on offense on the acquisitions front over the next, say, year or so, if you think there are unique distressed investment opportunities out there?.

We're going to talk about that, Vince, later in the year. It's a good question. Now, look, remember, everybody is levering up, whether they like it or not. Every retailer, every real estate company, etc.. From our perspective, I love that we came in here so well capitalized so that incremental levering up is not a strain on the business.

So we will be able to talk about that and think about that. There may be distressed opportunities going forward.

But as with everything, looking at those carefully and really deciding that that's where you're going to allocate your capital rather to kind of what you got, and as you know, we got a lot of stuff in the works and opportunities within the portfolio, personally, that's going to take precedent because we know what is it we're getting, and you never know what you're getting when you go after a distressed asset that way.

So too early to say, but certainly something that will be on the radar later in the year..

Yes. I think the way to think about that, the way we think about that is balance, and clearly, kind of maintaining balance through that. And look, while we're not raising equity at the stock level, we have the ability to kind of tap our assets and raise equity at the asset level very cost effectively, particularly even in this environment.

So I think there's going to be balance from that perspective. And look, we do hope to be able to play a little offense, but we'll see and we'll know more as things unfold..

That's helpful color. One more, just switching gears a bit.

I'm curious, how do you see second quarter rent payment disputes between tenants and landlords being resolved if you don't reach an agreement on rent deferral or rent abatement? If a tenant just says, I don't feel like I need to pay, but you have a legal contract, I mean, how does this get settled?.

Hey Mike, how are you. Not much, I'm on the Federal call. Something --.

Alex, can you please? I'm not sure, he's still in there. Vince, go ahead..

I'm sorry, Vince. I did hear your question..

Sorry, did you guys hear my question?.

We did hear it. Somehow Goldfarb I don't know how he does this stuff. It's amazing..

Sorry about that, Don..

Okay, Alex.

Help me again, Vince, where are we going?.

Disputes with tenants who don't pay and we don't reach an agreement..

Look, at the end of the day, there has not been a rent nonpayment of rent so far, and we don't expect there to be, for which we have given up our rights. This is not unilateral. And so we've preserved our rights, either through default or effectively through the contract itself. And so it has to be resolved.

It'll either be resolved I mean, the likelihood is that individual negotiations will resolve the vast majority of those contracts. For those companies that, frankly, can't pay because they'll wind up filing. We've seen a bunch already, we'll continue to see that. And the courts will effectively vet that out.

Those are the two ways that effectively it happens. And so you should continue to see that through May and June, frankly..

Okay. Fair enough. If I could just sneak one more quick one in.

Do you have any exposure to co-working operators in your office portfolio?.

We do. We've got a Regus deal. That is signed down at CocoWalk for 40,000 feet or so. Every indication is that, that deal continues to go through. And then we have a small deal with them also, I think, at Pike & Rose on a floor, and they're under contract there. So that's it's limited, but that's what we got..

So and just to clarify, the one at Pike & Rose, that's they're already in place? Or that's a new lease?.

That's been in place for years. No, that's been in place for years. It's a small lease. And then the big one is down in CocoWalk that has not that's still under construction being built out. And that's all we got..

Perfect, thank you. Thank you for the time..

You bet..

Your next question is from the line of Chris Lucas with Capital One Securities..

Dan, on the credit facility balance, I guess, the question for me would be is there any plans to think about maybe locking that in longer-term with some long-term debt? And if you did, what sort of pricing would you get right now in the marketplace?.

Interesting. Yes, our credit facility has a 2024 maturity. We have the right to extend it to 2025. So it's actually pretty well out there, and it's actually very, very attractively priced. So we have maximum flexibility there. Clearly, we are going to avail ourselves as an A-, A3-rated company.

You've seen a lot of access a lot of peer companies in that credit rating access the market on a relative basis very, very attractively.

We'll monitor the market and look to be opportunistic and nimble, kind of in, I think, the same range that you've seen Realty Income, Boston Properties, some of the other blue chip A-rated companies access the market and do it at the in an opportunistic way.

So clearly, that's something that I think you've seen some data points out there, and we would expect to kind of be in that in and around that range..

Okay.

And then my other question, Don, this may be a dumb question, but I'm going to ask it anyways, which is when you put a tenant into default, what are the consequences of that to the tenant? And how does that help or hurt your ability to sort of get them to where you want them to from a deal perspective?.

No. It's a great question, Chris. That's not a dumb question at all. And the answer is it varies. The single biggest thing you got to think about is most companies, retailers and other companies, have in their credit agreements, in their financing somewhere the covenant that they got to be up and fully paid on their rental obligations.

And so what we saw in early April was when we would threaten or go to default, we get paid. Now those same companies are trying to negotiate with their lenders to effectively get relief from that. So that particular provision, to the extent they're successful, will become the ability to default will be less impactful.

But the bigger thing, especially for Federal, is on the other side of this. They need us in a lot of these productive locations. And the big R word, the relationship word, can't go one way.

And so the notion of being able to work something through to be able to get paid and work has been extremely successful, frankly, in a number of the negotiations that we've got.

But defaulting on an obligation, even under this big giant catch-all thing called COVID-19, which generally, you think, "Well, I can do anything I want because the whole world is shut down.” There's another -- there's coming out the other side of this. And coming out the other side is there's got to be business happening.

And that stuff is not paying a rental obligation and defaulting somebody and not having that be honored without negotiating it through is a pretty big black eye in terms of a negotiation.

A - Wendy Seher It’s one of the things that, it's Wendy, I just wanted to jump in and stress is that while there are certain outliers certainly in the negotiations that we're having day-to-day which are numerous, as Don mentioned, the retailer's want productive locations, they need them, they want to work themselves out of this.

We want to work out of this. So, there is a -- what I found and again there are outliers. There is a balance in the approach that we're seeing in the negotiation. So again everybody's trying to work out of this and gain production and I'm seeing that in our day-to-day conversations.

The other thing that I want to point out, one more thing is what we're learning about the retailers has been beneficial to us because we're all in a time that we haven't been in before. So, we're learning things about the retailer.

They're sharing more than they would share before and it's helping us as we think about how we want to move forward with our business plans. Q - Chris Lucas Thank you, for that..

Your next question is from Linda Tsai with Jefferies..

When you look at the low collection categories, which are about 1/3 of your ABR, what's the breakdown between national chains versus more local operators, and then maybe investment grade versus noninvestment grade?.

Just looking through reams of data to see if we carved that up with respect to some of that specificity..

Maybe we just take it offline, Don?.

Yes. We could probably take it offline, Linda. I don't think we've got that sliced and diced in that way with regards to just our the lower quality I mean, the kind of the lower collection peers.

I mean if you look at page three on our portfolio composition and our COVID business update, that gives you kind of the overall portfolio, but we don't have it necessarily carved up. So let's follow up offline..

Okay. And then as the states are concentrated and start to open up, it seems like restaurants would see their businesses recover faster since a lot of them are already open.

But any sense of the pace of top line how the pace of the top line would recover for the other low collectors? Or what these tenants are saying in your conversations with them?.

Yes. I just think it's different by jurisdiction by jurisdiction. It's just too early to tell kind of how that top line is going to come out of it. I think it's too we'll see..

Yes. It's ultimately based on what the consumer how the consumer feels about coming out and reengaging.

So that's why it's so important from an operational standpoint that we're taking all the steps with the curbside pickup and all the operational initiatives that we're taking so that, that customer can feel comfortable and safe and reengage as soon as possible..

And just one final one.

What's your longer-term perspective on fitness tenants? I know it's only 4% of ABR and you have a mix of traditional and boutique fitness chains, but what's the right mix in your view as it relates to customer demand? And then also the creditworthiness of these tenants?.

Linda, it depends in Life Time Fitness is a good example of a company that paid their obligations. We don't have any Life Time Fitness, but they paid their obligations in April. They're very optimistic about where they're going to come out on the other side.

When I look at fitness, I think it's a critically important category in the type of shopping centers and mixed-use properties that we have. Do I think that people are getting used to exercising at home? Will that stay there? I'm a big social guy, so I very much believe in the re-socialization, if you will, and the importance of health clubs.

Now when they open up, obviously, they're going to open up with restrictions in terms of the capacities and the number of people that can be in there and the space between them. How that plays out over time? I don't know. Is there a place for fitness in the long-term future? Absolutely, from my perspective.

Your next question is from the line of Floris Van Dijkum with Compass Point..

Thanks..

Your next question is from the line of Floris van Dijkum with Compass Point..

A question I had on the PPP funds, and particularly regarding your restaurant business. The fact that you're setting up your own $10 million funds, presumably, those are loans or grants that you're going to give to the to your restaurant tenants.

Does that how what percentage of your restaurants have applied for PPP loans? Do you have any insight into that? And then what they've been granted as well? And is this to replace the, or to augment, the PPP funds potentially?.

Yes. No, I understand your question. And these are completely separate. So I don't have an answer to the applications, I don't think we do, of how many of our restaurants have applied or received..

Most or all have applied..

Yes. Most of them have..

But received?.

We don’t know..

I mean we don't know, right?.

At least half..

Really?.

Yes..

I just got some good news here. Half of our restaurants have received PPP loans. But what we see in our what we're doing, it's a different purpose. First of all, they are loans, not grants, under our program. And what they're about the PPP money is in order for it to be forgiven, has to be used largely for retaining employees.

In our jurisdictions, they're not open yet. And so one of the things we saw as a problem with the way PPP was working was a timing issue.

The difference between when that money would be available, what it could be used for versus what we're trying to do is pick our best players not it's not available to everybody, just our best players, and effectively make sure that we can shorten the time by giving them loaning them those proceeds for equipment start-up, restocking, inventories, things like that, so that they can get open sooner.

So it's a very different purpose, and obviously, it's very limited relative, obviously, to the PPP program..

Got it. One other question maybe for me. I note that J. Crew has crept into your top 25. Can you maybe comment generally on your what you deem to be your at-risk tenants? Whether on average, they have rents that are above or below market? And what kind of potential impact it would be to re-tenant some of those? And maybe and how many of the J.

Crew locations do you expect to retain following the bankruptcy?\.

Still early to tell, but we've got about 11. We've got five J. Crews and six Madewells. When I look down the list, they are all productive places. And so I would expect I don't know for sure yet, but I would expect J.

Crew to want to restructure those deals and not reject those deals, which really makes them just like everybody else out there who's entering the negotiation phase. So I don't know. But when you look at where ours are, we've got both a Madewell and a J.

Crew at The Grove in Shrewsbury at Barracks Road in Charlottesville and Third Street Promenade, and then another at Santana, another at The Point. These are they're at really good locations. And so in terms of being able to either cut a deal with them or backfill them, I feel pretty darn good. They're in our best places..

Great. And in terms of your other at risk, do you feel as comfortable about those? Or --.

No, no. I mean, of course, I don't feel comfortable about anything. We're in the middle of a pandemic here for Pete's sake. And so we've got tenants that haven't paid, and we're working through the negotiations. So no, look, I can't on the call go through the top 25, one through 25 with you. Dan can do that with you separately.

But at the end of the day, I got to look at the real estate, and I feel pretty darn good about the real estate. I hope that helps..

Yes, that's great. Thanks, Don..

There are no further questions at this time. I would like to turn the call back to Leah Brady..

Thanks everyone for your time today. I hope everyone stays safe..

Thank you, ladies and gentlemen. This concludes today's conference call. We thank you for your participation and exit you now, disconnect your lines..