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Ladies and gentlemen, thank you for standing by. Welcome to the Third Quarter 2024 Macerich Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that, today's conference is being recorded. I would like now to turn the conference over to Samantha Greening, Director of Investor Relations. Please go ahead.

Thank you for joining us on our third quarter 2024 earnings call. During the course of this call, we will be making certain statements that may be deemed forward-looking within the meaning of the Safe Harbor of the Private Securities Litigation Reform Act of 1995, and including statements regarding projections, plans or future expectations. Actual results may differ materially due to a variety of risks and uncertainties set forth in today's press release and our SEC filings. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are included in the earnings release and supplemental filed on Form 8-K with the SEC, which are posted on the Investors section of the company's website at macerich.com. Joining us today are Jack Hsieh, President and Chief Executive Officer; Scott Kingsmore, Senior Executive Vice President and Chief Financial Officer; and Doug Healey, Senior Executive Vice President of Leasing. With that, I turn the call over to Jack.

Thank you, Samantha, and good day, everyone. Before commenting on the third quarter, I would like to briefly discuss the change in Scott Kingsmore role at Macerich. Scott has been with Macerich for 29 years and has provided valued service across a variety of roles within the company. I'd like to thank Scott for those many contributions to Macerich over the years and for helping in my transition. Scott was invaluable to me in designing our Path Forward plan. He will be missed by all of us. Dan Swanstrom, who I have worked with for many years, when we were both former investment bankers in Morgan Stanley's Real Estate Group, will be joining Macerich, as our new EVP and CFO. Dan's banking experience and two CFO roles will bring valued perspective to Macerich as we continue to execute on our Path Forward strategy. We will be incurring severance charges in the fourth quarter related to Scott and two other senior executives that will result in a $0.02 reduction to our fourth quarter earnings. Our third quarter saw continued improvement in operational results, a testament to our outstanding team and quality shopping centers. Our occupancy, leasing activity, and same-store NOI improved over the previous quarter. Excluding the Eddie assets, our sales per square foot was $9.10, our occupancy rate was 95.4%, same-store NOI was 2.8%, and traffic was up 1.6%. I'm excited about the progress we are making on our Path Forward initiative. On the debt initiative, we are targeting a $2 billion reduction in long-term debt, as part of that aspect of our plan. Based on closed dispositions, progress with lenders on potential loan givebacks, a binding $157 million purchase and sale agreement for the Oaks, and other signed asset agreements, we have approximately 60% of the $2 billion target or $1.17 billion either completed and currently in play. The balance of effort to reduce the remaining debt will be sales or givebacks on a few remaining Eddie properties and a focused disposition effort on freestanding retail assets, vacant land sales and smaller open air centers around our regional shopping centers. We will be embarking on that sales process in early 2025. We're making solid progress on achieving the NOI gap that we are solving for in our Path Forward plan. Based upon expected lease renewals, signed but not open leases, and re-leasing opportunities, we are very encouraged with the ability to meet our internal target of incremental NOI that is necessary for our plan. The next 24 months will be critical for us, as we target leasing of select current vacant temporary leased spaces and former Forever 21 and Express Space in our Fortress and Steady Eddie portfolio. We will share more information on an NOI bridge early next year. A core aspect of our path forward is simplifying the business. The announced acquisition of our partners' interest in Pacific Premier Retail Trust, the entity that owns Los Cerritos, Washington Square, and Lakewood Center goes a long way towards helping us meet that objective. The overall deal is long-term accretive to FFO per share. We will be able to refinance high cost debt at Washington Square and aggressively pursue redevelopment plans for Los Cerritos. Both of these centers are outstanding properties and fit in our fortress and fortress potential categories. We will immediately begin exploring sale options for Lakewood Center and Eddie Property. With that, I'll turn the call over to Doug for more leasing color.

Thanks, Jack. We had another solid quarter both in terms of leasing volumes and metrics. Sales per square foot at the end of the third quarter were $834. This is down $1 compared to last quarter. Sales per square foot excluding our Eddi properties were $910. Comparative sales in the third quarter were down about 1% from the third quarter 2023. Year-to-date sales are also down about 1% when compared to the same period last year. The macroeconomic environment is still in play and except for the super-rich, consumers remain cautious. Essentials are the primary focus. However, there's been a pickup in discretionary sales of innovative and differentiated products. Retailers that can provide newness are being rewarded. As I've stated in the past, we have yet to see a correlation between sales and retailer demand, as evidenced by our deal flow, which in terms of square footage is 40% greater, when compared to the same period last year. Regarding holiday, all indications are increases will be in the 3% to 3.5% range versus last year. Given the shortened season between Thanksgiving and Christmas, we expect holiday shopping to begin early and retailers to be more promotional than they were in the last couple of years, which is more in line with pre-COVID behavior. Traffic in the third quarter was up 2.4% versus the third quarter last year. Year-to-date traffic is up 1.6% in the same period in 2023, with 70% of our centers experiencing positive trends. Most importantly, throughout the portfolio traffic is back to our 2019 pre-COVID levels. Occupancy in the third quarter was 93.7%. This is up 40 basis points from the second quarter and up 30 basis points from a year ago. Portfolio occupancy excluding our Eddie properties was 95.4%. Trailing 12 month base leasing spreads remain positive at 11.9% as of June 30, 2023 and this now represents three years of positive leasing spreads. In the second quarter, we opened 225,000 square feet of new stores. This brings our year-to-date total to 1 million square feet of new store openings. The most notable opening in the third quarter was Primark at Tysons Corner Center. This finalizes the remix of the 70,000 square foot L.L. Bean Box. Specifically, we replaced L.L. Bean with Primark, Lululemon, Old Navy and Kendra Scott. Not only has traffic in the wing increased by 40%, but we expect combined sales of these four replacement tenants to be at least 5x what L.L. Bean sales were. Now let's take a look at the new and renewal leases we signed in the third quarter. In the third quarter, we signed 220 leases for 830,000 square feet. Year-to-date, we signed leases for 2.6 million square feet. We're thrilled to announce the signing of a 50,000 square foot restoration hardware design gallery in the former Neiman Marcus Box at Broadway Plaza in Walnut Creek. This is just another great example of transformational leasing and the repurposing of a vacant anchor store within our portfolio. RH Gallery will be an inspiring integration of food, wine, art and design with an immersive retail experience. The deal is being finalized -- the design is being finalized, but will include six contemporary Venetian plastered Mediterranean buildings. These buildings will be connected by four-gated courtyards, leading to a 30 foot high glass train and garden restaurant surrounded by fireplaces, fountains and an outdoor wine experience. RH Gallery at Broadway Plaza is expected to open in 2026. Another key signing was Chanel at Scottsdale Fashion Square. Chanel will be opening an 11,000 square feet flagship retail boutique in Phase 2 of our luxury development, which is currently underway in the Nordstrom wing. The store will be the first to market in Arizona and will offer a full range of Chanel's collections, including ready-to-wear, handbags, shoes, accessories, jewelry, watches, fragrance and beauty. Chanel joins the likes of Hermes, Celine, Tiffany, Van Cleef, Burberry and several other global luxury brands. Opening is scheduled for 2027. Looking at our 2024 lease expirations, we now have commitments on 84% of our 2023 expiring square footage of space that is expected to renew and not close, with another 13% in the letter of intent stage. So between commitments and LOIs, we're basically done with our 2024 expiring square footage and now well into 2025. In fact, regarding our 2025 expiring square footage, we're about 25% committed with another 35% in the letter of intent stage. In the third quarter, only one tenant in our portfolio filed bankruptcy. This tenant had only two locations for a total of just 6,000 square feet. As I mentioned last quarter, except for Express in our portfolio, there's only been approximately 100,000 square feet of space subject to bankruptcy filing this year. Turning to our signed but not open pipeline. The end of the third quarter, we had 133 leases signed for 1.7 million square feet of new stores, which we expect to open between now and into early 2027. In addition to these signed leases, we're currently negotiating leases for new stores totaling just under 750,000 square feet, which will open during the remainder of 2024 and into 2025, 2026 and early 2027. In total, that's almost 2.5 million square feet of new store openings throughout the remainder of this year and beyond. This leasing pipeline of new stores now accounts for $80 million of incremental rent in aggregate, which will be realized during the remainder of this year and into early 2027. With that, I'll turn the call over to Scott to go through our third quarter results and recent transactional activity.

Thank you, Doug. FFO per share for the third quarter was $86 million or $0.38 per share, which was consistent with our expectations. This was $14 million less than the third quarter of 2023, which is $100 million or $0.45 per share. Same-center NOI increased 1.9% during the quarter both when excluding and including lease termination income and was 2.8% when excluding the Eddie Group of assets in our portfolio. The primary factors contributing to the quarterly FFO trends are as follows: One, a $7 million unfavorable trend in land sale gains are primarily driven by a large single sale of land in Scottsdale during the third quarter of 2023. Two, a $5 million increase in interest expense due to rising rates. Three, a $4 million increase in net corporate overhead due mainly to a relative quarterly change due to a decrease in incentive-based compensation last year in the third quarter of 2023, and then also due to increased leasing expenses and reduced fee income from the acquisition of joint venture interest during the past few quarters. And four, a $2 million net decrease in other income mainly from a large non-recurring adjustment last year in the third quarter of 2023. Offsetting these negative factors were a $3 million increase in rental revenue per share. Proceeding now on to balance sheet matters. We continue to make significant positive progress executing the Path Forward plan by closing or advancing multiple transactions including acquisitions, dispositions and refinancings. Since the end of the second quarter from an acquisition and disposition standpoint, as we reported on our last earnings call on July 31, we sold our 50% interest in Biltmore Fashion Park in Phoenix for $110 million at an implied 6.5% cap rate. On October 24th, we closed on the acquisition of our partners 40% interest in the Pacific Premier Retail Trust Portfolio also known as PPRT. PPRT owns Fortress Asset Los Cerritos, Fortress Potential Asset Washington Square, and Eddie asset Lakewood Center. The acquisition price was $122 million and the implied weighted average cap rate was 7.4%. This transaction was funded by proceeds raised from our ATM facility. As you will recall, this PPRT acquisition follows the acquisition in May of our partner's 40% interest in both Arrowhead Towne Center and South Plains Mall. We paid $37 million for Arrowhead Towne Center in May at a 7.2% cap rate. We are under contract now to sell The Oaks for $157 million and expect to close during the fourth quarter subject to customary closing conditions. During the third quarter, we sold 9.4 million of common equity shares for $152 million through our ATM facility at an average share price of $16.14. These proceeds were used to fund the PPRT acquisition and to reduce leverage on Queen Center. Now I'd like to dive into the financial impacts of the PPRT acquisition to assist in modeling this deal. Bear with me, there's a few steps here to go through. On day one, this transaction is accretive to FFO by $0.01 per share on an annualized basis. Note that, this accretive impact does not include the temporary dilutive impact of marking the PPRT debt to market. This FFO impact is then adjusted for the following items. Again, we start with $0.01. We do expect soon to refinance Washington Square early next year at an estimated approximate 6% interest rate. We expect that, refinance transaction to be FFO accretive by approximately $0.06 per share, if that recap is done with all cash. And as a result, the PPRT transaction is then $0.07 accretive as a baseline FFO measure after considering the Washington Square refinancing. Then, as I mentioned marking the debt-to-market, the incremental non-cash interest expense that we expect to incur for marking the PPRT debt to market will vary by year since the three underlying loans mature in the near-term over the next few years. I'll kind of call out the impacts here year-by-year. In 2024, for the step period this year, the estimated incremental impact of marking debt-to-market is roughly $0.01 FFO dilutive. In 2025, the estimated incremental impact of marking the debt-to-market is roughly $0.09 dilutive. Reminder, in 2025, Washington Square's debt will be refinanced. In 2026, the estimated incremental impact is reduced to $0.06 of dilution. Reminder that in 2026, Lakewood's debt matures. In 2027, the estimated incremental impact is further reduced to only $0.02 dilutive and a reminder that in 2027, Los Cerritos' debt matures. Then finally in 2028, since all three loans will have been matured, there is no further impact from marking the debt-to-market. And again, referring back to my prior comment, taking into account the Washington Square refinance, the transaction is otherwise $0.07 accretive to FFO. On the refinancing front -- and then -- I'm sorry. Lastly, we as Jack noted, we do consider Lakewood Center to be an Eddie asset and this property will likely be disposed of in the near-term as part of our path forward plan and strategy. On the refinancing front, on August 22nd, we closed an $85 million 10 year refinance of the loan on the Mall at Victor Valley. The loan bears interest at a fixed rate of 6.72% and is interest only during the entire loan term. On October 28th, we closed a $525 million five year refinance of the loan on Clean Center. The new loan, which replaced the existing $600 million loan, bears interest at a very attractive fixed rate of 5.37% and is interest only during the entire loan term. The debt capital markets remain very strong and welcoming for Class A Mall retail, and are frankly the most accommodative we've seen in the past five years. We're extremely pleased with the execution and the interest rate achieved on the Queen Center refinance. Keeping track of our year-to-date loan activity, in 2024, we have closed $1.3 billion of loan refinancings or extensions or roughly $1.15 billion at Macerich's share. This year, we have closed or actively engaged in 10 dispositions totaling approximately $1.17 billion. These transactions include asset sales, lender givebacks or potentially loan modifications. These dispositions include Country Club Plaza and Biltmore Fashion Park, both of which have closed, four in-process transactions including Santa Monica Place, The Oaks, Shops at Atlas Park and Southbridge Mall, as well as four other assets for which we're either in discussions with the lender or negotiating a potential sale transaction. We currently have approximately $667 million of available liquidity, which takes into account both the recent PPRT acquisition closing and the Queen Center refinance. As reflected on Page 27 of our 8-K set, we have reduced our leverage to 8.22x at the end of the quarter, which is an over 50 basis point reduction compared to 8.76x at year end 2023. Lastly, it is with tremendous pride that I leave Macerich after nearly 29 years of service with the company. I enjoyed working with so many of you on this call today and as I look back on the last nearly three decades, it is the relationships that I will cherish the most. The relationships with our investors, our analysts, our bankers, our lenders, our partners, attorneys and various service providers. Trust me the list is long and I will soon be reaching out to many of you, but most of all it is the relationships with my current and former colleagues at Macerich, that I will miss the most. My teammates and my friends, I wish you all the best, as we forge on through the path forward. Thank you for your friendship. Thank you for your loyalty and support. Thank you for your professionalism. Thank you for your tenacity and your competitiveness, and thank you for the vast and many great memories over the years. I will truly, truly treasure these as I move on to my next chapter. But in the meantime, I do look forward to handing the reins over to Dan in a very orderly and smooth transition. Now let's get back to the business at hand. I'll turn it over to the operator to open up the call for Q&A.

Thank you. [Operator Instructions] Our first question will come from Jeffrey Spector with Bank of America Securities. Your line is open.

Great. Thank you. First, Scott, feel the same way. Thanks for all your help over the years and best of luck on your next steps. Dan, we look forward to working with you. My first question for Jack is just, with the market today, pricing in higher rates, I guess assume a slower fed cutting cycle. Do you think that impacts any of the plans, the disposition plans or any of the other plans over the coming months?

Hi, Jeff. Look, rates going up or I'd rather have them going down. We'll have to see as the new transition occurs in our government kind of what the long-term direction of rates will be. But, we're still actually ahead of plan in terms of positive plan at the current rate level. If you think about the deals that we just talked about that $1.17 billion that's those are well in progress. We're very confident about those. Really the remainder of what we have left is obviously the Lakewood Center, which has $325 million of debt on it. We've got a portfolio of really, in my opinion, pretty compelling net lease properties that we believe, we can execute well in the mid-7s, if not better. We're just in the process of kind of getting those assets organized, ready to go to market. Some are being blended and extended. Some require discussion with lenders. But, the team is -- the team that I brought over from Spirit are kind of really ready and poised to move forward for that. So I feel really good about just dealing with the $2 billion. Really to me, all eyes are focused on that incremental leasing objective that's really, I've challenged the team and we're getting after it right now. To answer your question, yes, the current rates are not a concern to me right now. We've got Washington Square that will go into the market and the rate on that debt is 9%. So I know we'll do better than that, so.

Thank you. That's helpful. And then my second question, a follow-up. I think Doug talked about the consumer a bit that strength at the high-end, but alluding to maybe some weakness at the low end. I guess, can you elaborate on what you're seeing from the consumer? Is it certain markets? Is it certain types of assets according to your various buckets? Is it certain categories? Thank you.

Hi, Jeff. It's Doug. Now we're seeing it across the board. I think our sales have been flat for the last two or three quarters. But again, we're up against some extremely high comps in the past couple of years. And as I mentioned in my remarks, essentials are the key right now, but we are seeing discretionary start to move to those retailers that are providing newness and innovation. So that's a challenge for all of them out there. I think that, holiday hopefully between 3% and 3.5% will be solid and we expect the retailers to be a little bit more promotional. As I said, that's consistent with pre-COVID behavior. That's where we are right now, John.

Great. Thank you.

Thanks, Jeff.

And our next question comes from Floris van Dijkum from Compass Point. Your line is open.

Thanks for taking my question. Scott, wish you best of luck in your new ventures. Thanks for your help so far. Jack or Scott for that matter, as we look at the equity that was raised, again low price, but our calculations around a 7.2% implied cap rate, you put that to work at a 7.4% cap rate. Presumably that should be accretive, as I think you discussed on your comments so far, just on a simple basis. Maybe could you talk about what this does to your growth rate, because two of these assets in particular, Washington Square and Los Cerritos are two of your top assets in our view? How should we think about this for your growth? What kind of impact does this have on your growth going forward?

Maybe I'll try to take that on, Floris. I mean, we and I don't want to get too much into growth rates because, obviously, we're working through that right now on our five year models. I'll talk about that later in the call. But to me, the biggest opportunity for us, for Macerich, the way our partnership agreement was set up, with our partner on PPRT, I mean, it had equal kind of control rights on refinancing. It had equal control rights on CapEx, leasing commitments. In the case of Washington Square and Los Cerritos, we own the Sears anchor location 100% versus the JV. So, when I looked at that situation, I knew we had great assets. I knew this is going to be really positive, once we can kind of get our partner to move with us. To be honest with you, now that we were able to buy them out, we're just going to be able to accelerate our business plans, which we have on those two properties. We're going to get after it very quickly with the leasing and development teams. Those are fantastic properties. We've got some great anchor solutions up at Washington Square, which we think is going to help unlock that property. We're evaluating the possibility of attracting more luxury into that center given just what's going on in that Portland market. Los Cerritos, as you know, we've talked about, that's a gem. We're excited about the entitlements that we have on the multifamily and we're just trying to lock in the final retail solution, that's going to anchor that Sears location. And we're going to continue to upgrade that tenancy. It's a fantastic center. I would just say, like, it's going to help our growth rate just because we have the ability to execute, to refinance 9% debt on Washington Square, move forward on some of these development initiatives and just lease, lease, lease without having to be constrained with maybe partners don't have the same ideas, given long-term interest in those properties.

Thanks, Jack.

So it's going to help our growth rate.

Yes. It should help you. My follow-up question is, again, that your S&O pipeline has increased. I mean, is it around 300 basis points? Can you maybe talk about the timing of how much of that is going to hit in -- you talked a little bit about the $24 million potentially hitting before year end, but how much of that is going to impact '25 earnings? And how much is beyond '25 and '26?

Yes, Floris. Again, the incremental pipeline is $80 million. We're now looking out into 2027 that we're doing 2026 store openings. In fact, we just announced the Chanel deal a few minutes ago, which will open up next year. In terms of the cadence, we expect some of that $80 million is hitting this year currently, as stores open and as stores anniversary that have been recently opened, about $25 million impact in 2024, about a $34 million impact in 2025 and the balance into 2026 and 2027. The good news is, we found that, that pipeline has only continued to increase, which means the pace of new signings is outpacing the store openings. We do have a pretty robust pipeline. I would think the fourth quarter may tick down a little bit, because we do have a fair amount of openings, exciting openings coming in the fourth quarter, but the environment is great, so the bucket keeps refilling. Lastly, one comment, you asked about the spread. Yes, it's roughly a little over 3%, between fiscal and leased occupancy.

Thanks, Scott.

Sure. Thank you, Floris.

And the next question comes from Craig Mailman with Citi. Your line is open.

Hi. Good afternoon. Just want to follow-up on the leasing side. Demand continues to be good, spreads continue to head in the right way. How is CapEx trending relative to the expectations in the strategic plan?

I would say, there's really no substantive differences, Craig. We do disclose, and I have the page number handy, but we do disclose period-over-period CapEx both from an operating CapEx and of course from a leasing standpoint. And I think you'll find that, there's really no substantive differences across periods. In fact, look at Page 17 in the sup and you'll see that. I don't think there's really anything atypical about the environment. I'd say, one thing to note is, as we made a lot of progress this year and last year and prior years, as we look at our go forward portfolio excluding our Eddie assets, we have leased the lion's share of any available anchor stores. In fact, I think we only have six that are uncommitted today. So, a lot of those uses are sitting in our pipeline. We can't wait to get them open and see the traffic and sales and energy boost to the properties. But from a CapEx standpoint, the amount of that large space is certainly narrowing, and we've got a good handle on it.

Yes. I'd just say one more thing about on leasing. On the last call, we talked about some of the lease improvement processes that we put in place, AKA like a CRM system that enables the leasing team to put in active comments on what's happening with different space within the portfolio. We've now begun the process of actually ranking space A through F throughout the entire portfolio. Across that A through F are square footage prices, based on where we believe current COO -- current lease rates should be able to be achieved. That's been a project between asset management and leasing. We're taking that information, the A through F, with very specific targets I referenced out of my comments, either vacant space opportunities or temporary lease opportunities. And we've kind of overlaid that with our five year operating plans. Basically, to cut through it, you get your most value on signing new leases. That's where the highest pickup in cost of occupancy, let's say contribution comes from Macerich. So it's just going to be ABC, always be closing. We know what has to close. It has to happen in the next 24 months. There's very specific space and strategies and accountability on the teams, leasing teams specifically, to get after that. Our asset management team now has the tools in place to actually monitor, evaluate, how we're benchmarking across these five year plans, and we've kind of done full asset reviews. I would just tell you that, it's a much more targeted and really focused approach in order for us to hit that NOI Bridge, which is so critical.

That's helpful. And then just on the follow-up, equity has always been part of the strategic plan. You guys pulled the trigger on a bit this quarter to fund some near-term uses. Can you just talk a little bit about, I know you went through the PPRT and the $0.07 of FFO. But, could you help us kind of think through the time it takes to, maybe recoup the dilution on the NAV side of issuing, at least our NAV. I don't know what you guys are internally, but between that and the uses in PPRT, and then just more broadly as you think about equity as a source and part of the funding and the strategic plan, kind of how you're thinking about that going forward kind of matching it up and minimizing dilution?

I mean, I'll take a start and then just Scott can follow-up. First of all, when you look at PPRT, if you look at the allocation of cap rates, Washington Square and Los Cerritos were acquired at a 6.8% cap rate. Lakewood, in our view, has implied 9.6% cap rate for the blended 7.4%. That's one aspect of how you might think about NAV dilution. The other aspect I would say is, I actually believe that, if you did an NAV analysis of our entire portfolio, including JV interests and assets like Fashion Square and Tysons, by consolidating NAV in those two centers, which we believe have a lot of growth embedded not only in NOI but in cap rate compression, as this asset sector continues to stabilize. We think we'll be able to exceed any kind of initial NAV dilution that might be at play. And then, plus the other piece is the 9% interest rate on Washington Square. I mean, you've got an over-levered asset with a high coupon, kind of everyone, us and our former partner are kind of looking at each other, trying to figure out what to do and can't move forward. I would say that, just by virtue of getting off the clock, it's going to enable us to actually drive more growth and sort of be able to capture that NAV accretion by virtue of being able to put the investment in the assets, so we can actually take market share. I don't know, Scott.

Jack, great commentary. I have nothing to add.

Okay. In terms of like other equity, we were very specific about use of proceeds. Look, we're going to reload our ATM because it's all finished. So, don't be surprised about that later next week or something. And I think, look, we're always open to continue to consolidate. That's a long-term strategy of simplifying the business. I don't have any -- nothing really to report on active discussions with our partners at the moment. Of course, we'll always kind of evaluate the equity market. It's part of the plan. There's no gun to our head on when we have to do it. But, we'll just continue to monitor. We like the progress right now. We believe that, we're at a really good pace across the varied aspects of our plan, the sales, the givebacks, the NOI pieces. Everything is kind of going well in that regard.

Great. Thank you.

Our next question comes from Samir Khanal with Evercore. Your line is open.

Hi, good morning, everybody. I guess, Jack, I mean, I know you talked about focusing on incremental leasing here. But just looking at sales, and I know you guys talked about it being flat. But, give us an idea of your ability to continue to push rents here. I know leasing spreads have been pretty good, but it's sort of backward looking. But as you think about what you're seeing under the negotiations that you're having with tenants, I mean, kind of what are they saying, as you kind of negotiate these leases? Thanks.

Hi, Samir, it's Doug. I can take that one. I think I alluded to it in my commentary. There really hasn't been correlation between flat sales and retailer demand. As I mentioned, compared to last year, again, we've had three quarters of flat sales, but compared to last year in our Executive Leasing Committee, we've reviewed more than 40% more square footage than we did, at this time last year. Keep in mind last year was a record leasing year for us. I think it's a couple of things. I think it's a testament to our portfolio, and I think that the retailers have become very sophisticated. A quarter or two, three quarters really don't affect their long-term vision. Again, they're signing new leases for 10 years. They're able to see past that. With regard to your other part of your question about pushing rate, and I think I've talked about this before. As we continue to take -- occupancy continues to go up, we take supply off the table. We have this unprecedented retailer demand almost by definition, we're going to have a better opportunity to press rate. But we need to balance that with merchandising, the shopping centers. The rate is the science and the merchandising is the art, and you need to have both of them. As we continue to drive rate, as Jack alluded to earlier, all eyes are going to be on merchandising as well. If we create a center or centers that are merchandised well, that our shoppers want to come to, the rent is going to take care of itself over time.

I guess as a follow-up, when you're talking about flat sales, I mean, what's sort of driving that? Is it luxury that's kind of flowing a little bit and maybe just provide a bit of color on categories? Thanks.

Yes. All categories basically are flat. We don't have a lot of luxury, Samir, the exception of Scottsdale. That's not really a factor for us. Again, we've had some huge comps in 2022 and 2023. It's tough to comp against them, but there's been a change in spending. As I said, really essentials are in play. I think I talked about this on the last call. Discretionary spending really in the last probably 6 to 12 months has turned from discretionary retail items to discretionary services. For example, our services or entertainment. We're starting to see people spend more money on vacations, on entertainment, on leisure activities, et cetera, et cetera. They haven't been able to do that for a very long time. I think that's just a temporary play and everything will come back full circle. We expect that to happen in the beginning of 2025.

Thank you, Guys.

Yes. I think if you're looking at Q3 2024 versus Q3 2023, the home furnishings were kind of the worst performer of our categories. Major categories, fast food is actually slightly positive. And, if you look at the broader, other categories like jewelry, general, shoes, restaurants, apparel, they were all just slightly 1% or so negative. Within those, if you went into the detail of those, you'd see some up 3%, some down. All sort of within that kind of plus-minus band, with the exception of like home furnishes, which had a larger.

Yes. That's no surprise. I mean, if you think about coming out of COVID, what do people do? They renovated their homes. They spent money in their homes. That's all they could do. For two solid years, home furnishings led all categories in terms of sales comps. It's not really a surprise to see that flatten out a little bit.

Got it. And did you guys provide any cap rate?

I was going to say, too, as you look at this, I know you're struggling, how does re-leasing go up if you're doing 900 a square foot? But, if you kind of listen to what I said about ABC, you've got really 50 yard line space, where we know that, that current tenant is kind of under what that space should generate. So it's kind of on the leasing team, how do we de-merchant that opportunity to put in a tenant that can perform from a cost of occupancy standpoint. That's the kind of nuance difference of what we're talking about here. It's not just like, average sales are flat. We're just going to ask everybody for more rent. It's very specifically going into, what I call premium zone space in our best centers and figuring out, that person needs to go somewhere else. Now the negative to that is there's downtime. And so, that is part of why we put together this plan that sort of does not rely on quarterly pressure because we're trying to we've got a target NOI that we know we need to achieve, and we believe we've got the road map to do that. The other piece that's happening here is, we don't have any subsidization of leasing for occupancy at Eddie properties for national portfolio deals. That's something that day one when I got here, we started that. So we're going to get the best possible outcome for our non-Eddie properties. For the Eddie properties, just maintain occupancy as best we can without capital and teams doing that.

Thanks, Jack. Did you one last thing, did you provide a cap rate on the Oaks? Sorry, if I missed that.

No, we didn't. I just say it's a 13% cap.

Okay, great. Okay. Thank you.

Yes. It's like $150 million of debt on it. It's a $157 million purchase price.

Our next question comes from Alexander Goldfarb with Piper Sandler. Your line is open.

Hi. Thank you and good morning out there. Scott, wish you the best. It's been great working with you and certainly appreciate the interactions over the years and welcome Dan aboard. I guess the first question, Scott, maybe just going back to the Pacific JV buyout. Just on the numbers, you mentioned $0.07 accretive, but you also mentioned, some dilutive marks over the next few years after you did a debt mark-to-market. Holistically, is it $0.07 total accretive inclusive of those dilution marks, or it's $0.07 initially and then it's going to have dilution against that over the next few years?

Yes. It's $0.07 excluding the impact of the debt mark-to-market and then I provided the incremental impact of that debt mark-to-market, year-by-year, just so you could see the burn off of that as we move forward. But $0.07 after the washing taking into account, the accretive impact of the Washington Square refinance is the baseline measure. You'll just then tack on the incremental mark-to-market each year, as I outlined.

Okay. And then Jackson, you've been in there a while. You've announced some new malls that are for sale like The Oaks. As you look at the portfolio now, are there are you finding more malls that are, I guess, more Eddie's, if you will, or how are you shaking out as far as the portfolio that you ultimately want versus the Eddie's that you plan to sell? I'm just trying to understand if there are more Eddie's that you're finding or the other way around.

I'd say, it's sort of like there might be one or two more kind of on the cusp that are kind of in between that bottom steady Eddie and Eddie. And kind of a lot of it is going to determine do we have a plan to sort of get that asset to be more thriving? And does the plan kind of make economic sense in terms of investment and things like that? So I would say like there's two on the cusp that sort of hold or kind of drop down. We're continuing to evaluate it. But, look, we're trying to tighten up this company, where we have effectively really powerful centers that can kind of drive demand and NOI growth like we're seeing at Tysons and Fashion Square. You keep reinventing those properties and they just keep doing more. Those are just great examples of properties and we have other properties like that, whereas we're going through these redevelopment plans and releasing plans and putting capital in, where we think we can really drive share, because the traders are there and sort of the competition around some of them are sort of fading. I'd say, like, Washington Square is a great example. We're really excited about that opportunity to take that asset up another level in terms of NOI contribution and just overall productivity.

The $2 billion that you referenced as the target, you could exceed that if you find these two assets and maybe others or that $2 billion is inclusive of what you're contemplating?

No. The $2 billion is really is inclusive of the remaining Eddie's that are left. Like I said, we've just got 40% of the way to go and we've got pretty good confidence on being able to get that done. We feel like we'll get that $2 billion out of the way in relatively short period of time, and we'll start focusing on the NOI bridge, because that's really what you all should be thinking about once we give you the information.

Okay. Thank you.

Yes. We're very confident about the $2 billion at this point.

The next question comes from Michael Mueller with JPMorgan. Your line is open.

Yes. I guess for Scott, really appreciate having worked with you for the past 25 years or so as well. So, look forward to staying in touch going forward. In terms of the question, Jack, just a high level one. Have you seen any notable changes in third-party capital's interest in traditional regional malls, since you started this process earlier in the year?

I think what I found was interesting is look, The Oaks, we made a decision to sell The Oaks. That was one that was in our backyard. There were major redevelopment initiatives that we had studied in order to move forward. We obviously made a decision to have that. It was ranked in Eddie. I think what's encouraging to me is that, the buyer of that asset has been able to secure debt for an asset like that, which is, it's an asset that needs to sort of be reengineered, especially the retail. It's got a development opportunity that has entitlement, but there's still some moves that are required. But, that buyer seems to be able to have been able to secure financing, which I think is a really compelling opportunity for us, as we look to monetize some of these other assets. Clearly, this buyer has the equity. They're at risk at this point. That to me was encouraging. Look, pricing, there haven't been a lot of trades on enclosed centers. I'm excited about the two centers that long-term we're going to keep at Washington Square and Lakewood. Those are and I'm sorry, Cerritos. So I think there's more to come. I don't think there's a lot of transparency. There hasn't been a huge amount of A plus centers sold. But, the fact that, lenders are coming into what I call, B opportunities or maybe properties that could become As that need a lot of reconstruction, that to me is kind of encouraging. That wasn't really as evident in when I first started the company in March of this year.

Got it. Okay. That was it. Thank you.

Our next question comes from Linda Tsai with Jefferies. Your line is open.

Thank you, Scott. Thank you as well and I wish you the best. The acquisition cap rate of 7.2% to 7.4% for buying the centers that you want to own in their entirety, does that cap rate stay in that zip code, as you continue to buy out your better assets or would you expect it to compress as stabilization, you referred to continues?

I think it's probably going to compress. Just look the business is really good. So it's sort of, why open air center trades way inside of an enclosed mall when there's so much leasing and demand for space and NOI growth sort of surprised me. But, yes, I would say as we kind of look forward in new deals, my guess is, they're going to continue to compress over time, just because the growth rate is there as we look at IRRs for these kinds of investments.

And then, Jack, when you look at your portfolio today, what does the future portfolio have to look like? What are the market conditions you're looking for that would make you effectuate a sale of Macerich?

I didn't want to sell. I just got here. Look, I'm kind of ready to go sell Macerich. I mean, of course, look, we as a public executives, Board, we all have to evaluate those kinds of scenarios or strategies. But, I believe that, one of the things that was so attractive about this opportunity, there's not many competitors in the public REIT sector that do what we do. What we do is pretty unique, not everyone can do it well, in terms of being able to lease and operate these type of properties on a national basis. I'm actually quite optimistic about -- I think about some of the properties are going to go back to our lenders. What's going to happen to those? Are they going to sit with the servicer for a while? Eventually, they're just going to come back around and be really interesting opportunities, if you can enter in at a much lower basis. I believe that, that is going to be an opportunity for those that can do this type of business. And so, my plan is to try to position Macerich to take advantage of that opportunity. And so, yes, we're going to continue to tighten this portfolio up, clean it up, clean its balance sheet, clean up our processes. And if we're fortunate enough to get a competitive cost of capital, we'll try to use it, if we can deploy in ways that are accretive. But, yes, that's what we're doing.

Thanks.

The next question comes from Caitlin Burrows with Goldman Sachs. Your line is open.

Hi. Good morning, good afternoon, everyone. I guess maybe, the answer might be that you're not too worried about specific quarters right now. But with leasing as strong as it has been for multiple years now, I guess it is somewhat surprising that, occupancy hasn't been increasing more. So I was wondering, if you could talk through what you think some of the reasons? Why that upside has been limited? Occupancy was up 30 basis points year-over-year. Do you think that can accelerate occupancy was up 30 basis points year-over-year? Do you think that can accelerate, or might there be other headwinds from Forever '21 like you mentioned or others that kind of keep it in that range?

I mean, take Forever 21 out. I would just say kind of as a new person coming in, we were probably very focused on quarter-to-quarter annual budgeting kind of strategy. I will tell you that, our occupancy rate will go up, as part of what we're doing. If we're successful in the execution of our ABC, we've kind of got the spaces, we know where they are. There's an acute focus on getting that stuff done. The byproduct of that and we're and Doug has talked to you about renewals. We're way, way ahead of renewals. If we do what we just said, our permanent occupancy will go up. It just will. I think that I could see, if you were sort of focusing on annual budgets quarter-to-quarter, you're maybe not as focused on really attacking, what I call those opportunities to really drive our permanent occupancy. We know -- everyone on the team knows what it is, and this is not the first time my company has served 24 months and they know what to do, and we're going to get after it every day. You'll see it go up. That's how you make permanent occupancy go up.

Got it. Okay. And then maybe kind of along the lines on what's today like a quarterly focus versus a long-term focus. I realize FFO and AFFO per share are not the near-term focus. But given the direction they've been going and I know the dividend is a Board decision. Wondering if you could talk about the dividend, how your payout ratio today compares to where you want it to be and if you think the dividend is at a good spot?

I mean, look, I think I've said before, we're not going to put guidance out for next year either. We're going to, probably the Board, I think, is comfortable keeping the payout of the dividend at its current level, because that's our best source of cash flow as we reinvest kind of back into the portfolio, especially on this leasing initiative I just talked about, and some of the selected elements that we're pursuing. Look, my goal is to get to that $1.80 or higher and start to actually increase our dividend payout ratio, commensurate with an ability to actually grow the business on a very steady basis, not having sort of over lever balance sheet or pressure and things like that. We will do that in time. But probably for the next period of time, as we go through this execution, my guess is not the Board decision. It will probably stay kind of in its current position.

Thanks.

Our next question comes from Haendel St. Juste with Mizuho. Your line is open.

Hi, there. Good morning. Scott, it's been a pleasure. All the best. And Dan, look forward to working with you again. So Jackson, Jack, you previously outlined a four year timeline getting to FFO at $1.80 by year four, getting your leverage down, but certainly seems like things are moving at a far quicker pace. As you've indicated several times on this call, you're moving at a breakneck speed. I think we're all curious kind of is this still a four year process? Can you in fact get there sooner as it seems? Is it more of a three year process? I might have misheard, but it sounds like you don't expect to provide FFO guide next year. When should we expect that? Is that maybe year after next? Some color and context there. Thanks.

Yes. I'd say probably the year after that would be kind of a reasonable period. I think this NOI Bridge that we provide you all. As I said, is going to be very, very valuable. We have it internally. I think that's going to be very valuable because you can benchmark what we're doing. I would say that, as we start to be able to get disclosure like Scott went through, I know it's pretty painful as we went through it. The Washington, the PPRT accretion and dilution because of the mark to market debt. And then, we've got this issue of being able to give properties back like Santa Monica. We're still on title. We're still managing the asset. We're still going to be there probably until later next year. So there are some just structural things that will take the next one to two years. We may well be finished with the plan in the following year, where you'll see, they're finished, based on the NOI bridges that we show you. It just will take those several months for things to kind of clean up your earnings. But my hope is we're able to kind of through select disclosure, provide you the tools to be able to give you confidence that we're contractually there, if that makes sense. Once we start to outline more assets, more Eddie's, which we plan to do, more NOI bridge, more progress on this ABC stuff, you're going to see it and you'll say, okay, absent some major credit loss, these guys are getting there. And just a question of at what period.

That's helpful. And then, within that just thinking about kind of this the broader bridge over the next couple of years with FFO. I think a lot of us were through our modeling process assuming that FFO would bottom somewhere perhaps in the $1.50-ish range, is that next year or the year after, who knows, but curious if that's a reasonable expectation, and then in fact, if that could be something that is perhaps in that year three of this plan as well? Thanks.

Yes. Ron, I'll just say, by the way, thank you for the -- excuse me, Haendel, sorry. Thank you for the commentary and thank you everybody for the commentary upfront. We've very deliberately provided a kind of a four year vision, again, because of all these various factors. It's very hard to predict when some of these assets are going to be rolling off the portfolio, as we give assets back to lenders, things like acquiring JV interest where you've got this interim disruption to earnings from the non-cash marks. Those are all elements that why we pulled guidance and why we gave you a four year vision that we think we can hit. I really don't want to box us in. I don't think, that would do our plan justice to provide an estimate, an interim estimate for you. At this point in time, we do feel that, we're ahead of pace on refinancings, which gives us a little bit of room and a little bit of latitude to make other decisions in the plan. We think, we're tracking very well in terms of our NOI execution, details to follow soon, and the disposition plan is shaping up, and the pricing estimates that we had in the disposition plan are on target. So, all those levers seem to be moving in the right direction. In fact, I think we've got a little bit of latitude there. But, interim remarks, it's just not going to do us justice to give that to you. It's going to be frankly relatively hard to predict.

Fair enough. Thank you.

Yes. Thanks, Haendel.

I would now like to turn it back over to Jack Hsieh for closing remarks.

Great. Thank you. So, Dan will be on at NAREIT, so you all get a chance to visit with him. And I just want to go ahead and once again, thanks Scott. He has been an outstanding professional as it relates to dealing with this transition, and we all owe him a debt of gratitude. So thank you very much.

Thank you, Jack. Thanks, everybody.