Ladies and gentlemen, thank you for standing by. Welcome to the Second 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 second 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. Since our last earnings call on April 30th, I am pleased to announce that, we are making solid progress on our path forward of: One, simplifying the business; Two, operational performance improvement; and three, reducing leverage. Our property ranking criteria is finalized, and we are applying operational and capital allocation focus on our properties within the Fortress, Steady Eddie and Eddie's categories. On asset sales, in the second quarter, we sold an Outparcel deal for $7.1 million, and today, we closed on the sale of our 50% interest in Biltmore Fashion Park to our partner, RED Development, which will reduce $110 million in debt at Macerich. We are also marketing enclosed centers and preparing for a robust sale process of our single asset outparcels across our portfolio. On loan givebacks, we completed the short sale process on Country Club Plaza and are in lender discussions at Santa Monica Place. Our path forward goal is to reduce $2 billion in debt. Country Club Plaza, Santa Monica Place, Biltmore Fashion Park and the Outparcel will reduce debt by approximately $564 million. By year end 2024, we expect to have line of sight on $1 billion to $1.4 billion of total debt reduction, over 50% of our overall $2 billion objective. Operational performance at Macerich continues to rapidly improve. There is an acute focus from our East Coast leasing, asset management and property management teams on the six large eastern seaboard assets, which are an important NOI contributor to our leverage ratio reduction plan. We are also in negotiations on eight anchor locations in centers within our Fortress and Steady Eddie portfolios, which will enhance overall center performance, traffic and leasing momentum in those centers. Adding Dick's new House of Sport concept into our portfolio continues to be an important…

Thanks, Jack. We had another solid quarter, both in terms of leasing volumes and metrics. Sales per square foot at the end of the second quarter were $835. This is flat compared to 2023. Sales per square foot excluding our Eddie properties were $911. Comp sales in the second quarter as well as sales year-to-date were also flat. Interest rates and inflation are definitely still playing a part in this and the consumer remains somewhat cautious, especially at the moderate and lower income levels, where there's been a noticeable shift from discretionary to non-discretionary spending. Thankfully, most of the markets in which we operate are more fluid in nature and are less affected by this trend. Through the second quarter, traffic across our portfolio was up 5%, relative to the first half of 2023. Only six of our centers are showing declining trends. The balance is positive. Most noteworthy is Chandler Fashion Center, where traffic is up 20% this year as a result of the fall 2023, opening of Scheels All Sports, which by the way is on track to be one of the top stores in their fleet. Occupancy in the second quarter was 93.3%. This is down 10 basis points from the first quarter, but up 70 basis points from a year ago. Portfolio occupancy excluding our Eddie properties was 94.9%. Trailing 12 month base rent leasing spreads remained positive at 10.1% as of June 30, 2023, and this now represents nearly three years of positive leasing spreads. In the second quarter, we opened 276,000 square feet of new stores. This brings our year-to-date total to almost 820,000 square feet, which is 80% more square footage than we opened during the same period in 2023. At FlatIron Crossing, we opened Designer Shoe warehouse in five below in the…

Thank you, Doug. FFO per share for the second quarter was $88 million or $0.39 per share, which was consistent with our expectations. This was $1 million or less than $0.01 per share lower FFO than during the second quarter of 2023, which was $89 million or $0.40 per share. Same Center NOI increased 1.3% during the quarter, excluding lease termination income. While these results were fairly consistent relative to last year, the primary driving factors contributing to the quarterly FFO trends are as follows. One, a $4 million increase in interest expense. It's worth noting that, half of that increase in interest was from non-cash amortization of the mark-to-market discount on the debt assumed from the acquisitions of Arrowhead and South Plains Mall. Two, a $2 million increase in bad debt expense, primarily driven by bad debt accrual for a large national tenant. While we continue to work through negotiations with this particular tenant considering the circumstances, GAAP dictates that, we must accrue reserve against their outstanding receivables. It's worth noting that, this reserve had an approximately 80 basis point dilutive impact on Same Center NOI growth during the second quarter, which would have been approximately 2.2% absent this adjustment. Offsetting these negative factors were the following. One, approximately $3 million increase in rental revenue a share. And two, $3 million in FFO from land sale gains and also from increases in GAAP income from non-cash amortization of acquired above and below market leases. On to balance sheet matters, we continue to make solid progress addressing our debt maturities as well as transactions in connection with execution of the path forward plan. On May 14th, we closed on the acquisition of our partners 40% share of Arrowhead and South Plains which we've previously disclosed. Both assets are now 100%…

[Operator Instructions] Our first question comes from Jeffrey Spector with Bank of America Securities.

Great. Good afternoon. My first question, maybe a follow-up to where Scott ended. I was going to ask about the long-term goals. It seems, Jack, as you said in your opening remarks, you've really started to chip away. I guess, has the timeline changed at all on when you think you'll be able to achieve the goals you had laid out previously? Has that timeline shortened at all? A – Jack Hsieh: Jeff, I think we're on track. I mean, the reduction in debt is happening, probably faster than the plan. I would say, the leasing and the NOI piece, that's on track. I would say, that's slower than faster. Asset sales are going along as planned. Like I said, we'll be able to describe a range of $1 billion to $1.4 billion in debt reduction by year end. We feel like we're ahead of schedule on that front.

Great. Thank you. My follow-up is on Biltmore Fashion Park. I guess, can you talk a little bit more about the rationalization to sell that your joint venture interest in that asset? Again, I believe that's considered a top asset.

It's a very good asset. It's in our Steady Eddie category. That project had entitlements to increase office density on the project. As you know, we added a new lifetime fitness into that location. Over time that was going to have a more balanced retail mixed use component to that overall project. In our judgment, we felt like, that was a good way to raise liquidity. It's good for our partner. I think they're extremely happy about it, and still maintain our leasing position in the marketplace within the Greater Phoenix market, especially when you consider we were able to gain complete control over Arrowhead, sort of part and parcel with just moving ownership across properties.

Our next question comes from Craig Mailman with Citi.

Hi. This is Seth Bergey on for Craig. I guess, how many other like with the 6.5% cap rate, on the pending asset sale, do you guys have other assets in your portfolio that you think could transact around that cap rate?

Look, I'd rather not get into cap rate assumptions. We gave kind of a wide range. We will continue to give you updates, as we complete these sales and I will just leave it at that.

And then for the follow-up, is there any color you can give around the negotiations with the lenders on Santa Monica or any timing updates you can get there or just any other potential givebacks in the works?

Yes. I'll comment on that. We do plan to be involved in that asset at least from a management standpoint through probably the better part of the second half of next year into 2025. We have uses that we continue to perform work on to bring those tenants to the campus, uses like Arte Museum, Din Tai Fung, Club Studio, which is high end fitness. It's certainly undetermined as to when the timeframe would be that we'd be off title. That will certainly take some time, but that's probably all I'm at liberty to comment on. But we do expect to continue to be involved for at least another 12 months in terms of managing the asset.

Our next question comes from Samir Khanal with EVR.

Thank you. Hey, Jackson, I guess, maybe take a step back and maybe you can comment on the transaction market today. I guess I'm trying to figure out how deep is that buyer pool for assets that you have in the market and whether it's enclosed malls and open air centers? A – Jack Hsieh: Look, I don't have to tell you, the market is not that easy to be selling any kind of big commercial properties these days, whether it's malls or office buildings. There's just more challenge. I would say that, we have a particular strategy in mind, as it relates to trying to monetize the different assets that we have on our schedule. I think if you were just to ask a professional that works in the sale of regional mortgage, it's kind of not that easy to do right now. But I would tell you, I believe that, we will be able to execute and I'll just leave it at that. We will continue to get reports on assets, as we close them and obviously we're in the market with some other ones right now.

Samir, just one thing to add and we've spoken to this in the past too. We do anticipate focusing also on outparcels, which we think do have a different type of marketplace. These are freestanding buildings with high credit tenants and we think there's a wider buyer pool and we think those could execute fairly well. That's an aspect of our plan. Like Jack said, we'll continue to report progress on it, but that's another aspect of our plan that we've spoken to you guys about in the past. I think that's a much broader market than what Jack was just referring to.

I guess, Doug, just shifting over to you, you spoke about, I think you said sort of 500,000 -- you said kind of 0.5 million of space that you're negotiating I think for '25 and '26. Maybe provide a bit more color on kind of how those conversations are going with tenants? What's been the pushback, if any, as they're approaching sort of this potential slowdown maybe in the economic side maybe next year?

Samir, I'll comment on the second part of the question first. Regardless of sales, and we talked about our sales being flat, the retailer environment is still very, very robust. I mean, we are very close to where we were in terms of signing leases year-to-date this year versus year-to-date last year. I think more important, that's sort of like looking in the rearview mirror, if you will. What I like to refer to and this sort of funnels into the pipeline is, I think we've talked about this before, but every two weeks we have an Executive Leasing Committee, where we review deals that will go to lease, that will get signed, that will go into our pipeline. To me, that's really an indication of where we are today, where the market is today and where the market is on a go-forward basis. I can tell you that, year-to-date, end of second quarter, we're 30% ahead of where we were in terms of reviewing deals in this committee. Keep in mind, last year was a record leasing year. We're very pleased with where we are. With regard to the pipeline, you referred to the 0.5 million square feet that we're negotiating. I believe what we said is, we have 115 signed leases for 1.7 million square feet. Those are signed. They are in the bank. In addition, we're negotiating leases with over 0.5 million square feet. That's over 2.2 million square feet of new store openings through this year and the next two years.

The next question comes from Floris van Dijkum with Compass Point.

Question, I know you're not giving guidance, but Scott, I think you mentioned same-store NOI obviously came in at 1.4%, it would have been 2.2% except for the reserve for bad debt. But you've got a big pipeline that's opening in the second half of this year. Is this the right way to think about the underlying NOI growth that it's going to accelerate in the second half of this year and into '24?

I think that's accurate, Floris. The pipeline is very significant. We'll have a lot of openings, which means that, signed but not open pipeline. I think over the course of the next several quarters, we'll probably start to tick down just as a function of the openings including some of the larger format space. But I think your commentary about the pace of NOI growth is accurate.

Maybe the other question I have here is, I'm curious as to I mean, it's a little early days, but the $600 million of Queens Center debt, I mean, obviously, I think that was around 3.5%, if I recall. Potentially that's going to, what are you hearing or what do you expect in terms of what's the competition like for from lenders and is that going to be a CMBS transaction? Is that going to be a Lifeco? How tight do you think spreads could get?

A lot of sub questions here. I'll try and hit them all. Yes, I do believe that will be a CMBS execution. It's going to be a significant financing. I think we'll reduce the leverage there. We could reduce it somewhere in the $500 million, $525 million range. I think that's probably a more appropriate leverage profile for Queens. It will be a very hotly contested asset. It will be very well received by the market. Our major relationship lenders in fact have been looking forward to getting the opportunity to review that asset and bid on it and they're actively doing it today. It's too early to comment on spreads. Obviously, we're moving into a better rate environment here in the second half. In fact, we'll probably know a little bit more, I guess, maybe in the next hour after Chairman Powell speaks, but we'll probably hit the rate market at a much better time than if we had executed earlier this year, that's for sure. But I think Queens will be a great transaction I'm looking for.

The next question comes from Vince Tibone with Green Street.

Could you discuss your thought process of seeking refinancing on Victor Valley versus handing that one back to the lenders? Just curious how you thought about the $30 million of additional equity there versus the deleveraging goals and striking the right balance there?

Yes. Victor Valley is a solid asset. In fact, I believe virtually every space there is occupied, it's about 99% occupied today. It has a lot of momentum going for it. It's an asset that we still believe is relevant. It's kind of the only game in town in the high desert community of Victor Valley. It's certainly not one of our top 10 assets, but it's a great asset. We're firmly convicted with it and reducing leverage here and there is overall part of our goal. I don't think that one was a difficult decision for us to make.

That's helpful. Is there any kind of redevelopment potential there, your near or intermediate term? Or is it pretty stable asset in its current form?

I would say, the one opportunity we have is we do have a dark Sears location on the backside of the center and we're sourcing concepts right now. That's probably the biggest opportunity to reposition it.

But it sounds like that's probably more retail than any kind of larger densification. Is that fair?

Yes. That's correct. It will be retail or retail like use. It could be entertainment oriented.

That's really helpful. If I could squeeze in one more. How should we think about the commencement timing of the $71 million of new leases that are signed but not yet open? Just if you can share any numbers or guideposts to help us think about how much make these commencing the rest of this year versus 2025 versus after that, that would be really helpful for thinking about near-term growth.

We've got in 2024, roughly $28 million to $29 million of revenue coming online from the pipeline. 2025, which is frankly still building, as we continue to finalize leases and put them into that '25 bucket. It's tracking at about $35 million and then '26 is the balance. One thing that's worth noting, pipeline stands at $71 million today. We've been Vince measuring that for about eight quarters or so now and every time we do, the pipeline continues to grow. That really is does speak to the strong demand environment we're dealing with.

The next question comes from Linda Tsai with Jefferies.

Hi, thank you. How do you think about where occupancy falls out year end and then maybe towards the end of next year?

Linda, I'll go ahead and take that. I think we've got, as Doug mentioned, Express, all their stores were open at the end of second quarter. We will see about a 40 basis point occupancy hit in the third quarter, as the 10 stores where their leases were rejected ultimately closed. In fact, most of those I think are closed right now. But I do think, we'll see continued growth to offset that. My expectation is, we'll land somewhere between 93.5% to 94% by the time we get to the end of next year. As I look forward into 2025, again, stress aside, it's been a pretty good year in terms of closures. We've got strong renewal retention. There is one major retailer that we're working with right now. I don't think we're going to take an excessive amount of space back from them, but that's probably the only potential negative that I see in the immediate future that could impact us in 2025. But I think on balance, we should continue to see occupancy grow. It's also noteworthy and Jack highlighted this and I think maybe Doug did too that, once you start parsing through our portfolio based on our new groupings and rankings, when you exclude our Eddie assets, we're really dealing with full occupancy and that almost 95%. And so, really the focus there will be improving the quality of occupancy and moving temporary to permanent. Within that group excluding the Eddie's, we've got less than 7% of our space temporarily occupied. A big portion of our focus will be trying to push that down into the high 5s or so.

Thanks. I think you said you only had 100,000 square feet of bankruptcies this year. Can you remind us what that numbers look like annually, since coming out of the pandemic?

Yes, sure. Doug, you got the stats right there. 100,000 square feet excluding Express, if I looked at the last couple of years, 2023 and 2022, just over 100,000 feet, in fact it was about 111,000 feet in each of those years, '23 and '22, about 370,000 feet in '21 and of course 2020 was a watershed year in which we had 6 million square feet file including about two-thirds of that with J.C. Penney.

The next question comes from Alexander Goldfarb with Piper Sandler.

Good morning out there. Two questions. First, just going to the credit quality, obviously really good to hear that there's so few bankruptcies. But just the comments initially about some changes in discretionary versus non-discretionary, obviously we've seen some headlines from stores and maybe it's more on the QSR front. But how do we interpret some of these headlines of consumers pulling back with the fact that when you look at the results, it's been really strong. Like you guys said, just one tenant you're in negotiations with. How do we explain the disconnect between some of these headlines we see about retailers expressing some issues with consumers versus the reality of what's actually happening at the store level?

Alex, this is Doug. I'll take that one. No doubt, we all see the headlines. I think I said in my opening remarks, sales in our portfolio basically were flat. However, what we are hearing in the industry and with some of the industry experts reporting is anywhere from 3% to maybe 4% down. You could argue that, for the time being, flat is the new up. As I said earlier, sales really aren't affecting the retailer demand. I think there's a couple of reasons for it. Number one, I believe it's a testament to our portfolio. Our portfolio, if you think about the markets that we're in, whether it's LA or Marin or Walnut Creek or Scottsdale or New York City or Washington DC, we're must have properties. There's some noise out there right now in terms of sales or in terms of macroeconomic environment, but retailers are much longer looking in nature, and they're signing leases for 7 to 10 years. They're just seizing the opportunities that are out there. I think it's a real testament to our portfolio.

Second question is, Jack, you've now been at the helm for, I don't know, four, five months now. You've had a good chance to see the portfolio, talk to the people, go through the processes. Are there any areas in particular that you view are sort of trouble areas or areas where there needs to be more work done to execute your plan? Or at this point, you feel like the next three to four years to execute the plan, everything is there, it's just a matter of time to execute? I'm just trying to understand what elements are time based versus what really requires you to get sort of under the hood and really do some heavy ''mechanical changes'', if you will?

We don't have any big mechanical changes to start with that. I think it's just we're just realigning our efforts around this strategy. We have a real clear prioritization of assets and things that we're focused on. There really more realignment of resources. That's what's going to happen over the next two to three years and we are already seeing the results of it already, as I said.

I mean, you have achieved a number, especially as Scott mentioned with the financing transactions and the change in that marketplace versus what it was coming out of COVID.

The next question comes from Michael Mueller with JPMorgan.

Hi. This may just be a quick one. I'm looking at the press release wording and it says that, you're in negotiations with the lender about the terms of Santa Monica Place about that loan. Is there a chance that you could keep it or am I just reading into the wording?

Yes. I think I probably said all we can say at this point, Mike. The asset has its challenges and the capital structure is upside down. Yes, I think I probably said as much as I can say at this point.

The next question comes from Ravi Vaidya with Mizuho.

Hope you guys are doing well. Can you offer more color what happened with Chandler Freehold and the fair value adjustment that allowed you to record a $16 million credit to your interest expense? And, will this new arrangement allow any further adjustments to interest expense beyond the quarter?

The good news for everybody who tracks our P&L is that, adjustment will no longer be relevant going forward. That's really nice. We did have a restructuring of our joint venture with our partner, which resulted in a change of accounting. In short, effectively dating back to 2009 when we did our initial JV with that partner, we had to defer our gain recognition from that transaction. As a result of the restructuring, we were able to accelerate that gain this year and finally recognize it, which was a large P&L item exceeding $300 million. You've probably seen that in our EPS disclosures. This is the last quarter, in which we had to mark the asset and the debt to market. As you know that flows through interest expense, it's something that we do add back whether positive or negative for FFO purposes. Like I said, Ravi, the good news is, you can kind of disregard that going forward. It's a bit of noise that we will gladly see in the rear view mirror.

Just one more here. Can you offer some more color on Country Club Plaza, specifically with regards to loan forgiveness that occurred there? What were the negotiations like? Is that something that could occur with other assets within the portfolio that will help you, reduce debt?

Yes. I'm somewhat limited just by confidentiality in terms of what we can say there. Each one of these things is, I guess, I'll say relatively bespoke in terms of how it ultimately settles. This was effectively a three party transaction, which a third-party buyer and the lender and in our joint venture collectively arrived at a resolution. It was non-recourse debt. At the end of the day to the extent the debt was not recovered by the sales price, it was forgiven. Like I said, these are all unique transactions and they all flip in different directions. That's about all I can say though on this one.

Our next question comes from Greg McGinniss with Scotiabank.

Good afternoon. Quick on Santa Monica, are you still spending on the redevelopment to bring in some of those new tenants?

Greg, can you repeat that one more time?

For Santa Monica, it came out of the redevelopment pipeline, but it sounds like you're still bringing in new tenants there. Are you still spending that capital to bring them in?

Yes. They are reserved to the sites that mange that, so effectively basically just funding all the construction work to bring those tenants to the campus out of those reserves. We continue to asset or asset manage and property manage the property there. To the extent there's opportunities, we will advance those with the lender from a leasing standpoint.

Okay, thanks. And then on tenant sales, or I guess on percentage sales, we see tenant sales are only down 2% year-over-year, but percentage rents down for the consolidated portfolio about 45% year-to-date. Is that a function of converting some tenants to higher base rent or what's driving that number and what's the expectation for the rest of the year?

There's a little bit of that, a little bit of conversion, but most of that was in the rear view, most of that we did in 2022 and namely in 2023. Some of it is just over the course of time as the rent increases, the breakpoint increases and with sales plateauing, percentage rents are down. That's the other primary factor. We'll see percentage rents kind of settle in. I think by the time we get to the end of this year, we'll see percentage rents probably no longer decline and they'll remain relatively stable. Bear in mind, we're coming off a period of time where percentage rents were about 5% to 6% or so of our aggregate revenues. In the fullness of time, they're typically about 2% to 3%.

If I could just ask one clarification on, the strategic plan, which called for the disposition or handback of 12 assets. Does that mean, full assets or do things like the department store, and outparcels factor into that number?

Yes. Those are really full assets when we refer to that grouping. The outparcel sale that we did is one of what we think could be several. I would say, that's smaller in nature than some of the other opportunities we're looking at, which will be more significant, but those would be in addition to the full asset dispositions.

[Operator Instructions] Our next question comes from Ronald Kamdem with Morgan Stanley.

Just two quick ones. Starting with the Eastern 6, which is a sort of a key NOI driver. I know you talked about sort of in place plans and so forth. Maybe can you discuss a little bit more what the strategy is going to be behind there? Is there just a new team, new sort of productness, just any sort of additional color on that piece of it?

Let's say, team is the same, just more energy and effort focus. Each of those six assets have a different path to get to that NOI bridge. We talked about Green Acres a lot. I think we talked about Kings Plaza on the front and that Best Buy vacant Best Buy box. It just continued improvement at Queens and we're seeing a lot of progress over at Danbury and Freehold has a number of anchor locations under the redevelopment right now, with Dick's House Sports coming in one of them. And of course, Tyson's.

Makes sense. My second question was just on as you're thinking about sort of the long-term strategic plan, obviously, you've made a lot of progress in the first year. Number one, do you know when do you think you'll be in a position to sort of come back with guidance? Is it next year? And then number two, as you sort of give back assets and the number of assets shrinks, at what size do you think you become maybe less of a scale or relevant to a national and international retailer? Is there a risk that you actually could become too small just the entire portfolio? Is that something you thought about?

I'll start with that question first. I don't think this plan will result in us being non-relevant. I think we have a lot of relevant assets and particularly like relative market position, like you look at just Phoenix for instance and other parts of the Country. But, I'd say that, for us, the plan is going well. We have tremendous flexibility. It's always a tremendous flexibility on different routes for success, different assets, different ways that we want to move forward, different ways of handling givebacks. That's why I kind of said we'll have line of sight, we'll be able to describe it at year end for $1 billion to $1.4 billion of debt reduction. I honestly don't want to put guidance out this year. I'm probably not going to do it next year, to put it out there. What you all want us to be doing is getting after that $2 billion of debt, leasing like crazy like these guys are doing and the properties will kind of speak for themselves. Resolution on those anchors that we talked about, that's not only filling empty locations, that's giving us the ability to really lease up those wings or those centers that really have been kind of fighting with one arm kind of behind their back. So that's what's really important, giving you guidance next year up or down. I don't think it's going to really help honestly in terms of achieving what we want to achieve, which is get to the low 6x, get to that $1.80 range and we're going to do it.

I show no further questions at this time. I would now like to hand the call back over to Jack for closing remarks.

Thank you. We appreciate the opportunity to meet with many of you over the last couple of months following disclosure of our path forward plan. We look forward to reporting our continued progress on executing this plan over the next coming quarters. Thank you again for your time today. Bye, bye.

This concludes today's conference call. Thank you for participating. You may now disconnect.