Macerich Company (The)

Good day and welcome to the Mace Rich Company fourth quarter 2020 earnings conference call. Today's conference is being recorded and at this time I'd like to turn the conference over to Jean Wood, Vice President of Investor Relations. Please go ahead.

Thank you for joining us on our fourth quarter 2020 earnings call. During the course 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 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 including the adverse impact of the novel coronavirus, COVID-19, on the U.S. regional and global economies and the financial condition and results of operations of the company and its tenants. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are included in the earnings relates and supplemental filed on Form 8K with the SEC, which are posted in the investor section of the company's website at newsrich.com. Joining us today are Tom O'Hearn, Chief Executive Officer, Scott Kingsmore, Senior Executive Vice President and Chief Financial Officer, and Ted Healy, Senior Executive Vice President of Lacey. And with that, I would like to turn the call over to Tom.

Thank you, Jean, and thank all of you for joining us today as we continue to navigate through these challenging times. 2020 was an extraordinarily tough year in so many ways for all of us. Once COVID stormed the US in mid-March, all of our centers closed and our tenants quit payment. We quickly adopted significant measures to conserve liquidity, much as we had done during the great financial crisis. We persevered through those dark days of the second quarter and got most of our centers open by mid-summer and all of our centers open by early October with no further closures. It was a Herculean effort. by the Mace Ridge team, and I'm very proud of their efforts. There were not a lot of good days, but we battled through it. Rent collections, for example, during April and May were 35%. That grew to 80% in the third quarter, and as of today, the fourth quarter rent collections are at 92% and rising by the week. 2020 was a year of crisis, but we made it through the year, and things are improving by the week. COVID daily infection cases are down significantly throughout our markets. The positivity rate is dropping and hospitalizations are down significantly compared to a month ago. We now have two vaccines in distribution with a third on the way. Currently 10% of the US population has had at least one dose of the vaccine and distribution is accelerating. Not that the COVID battle is over, but it is much, much better than it was even three months ago. Some level of normalcy is returning, including restaurant, dining, and going to the mall. Our shoppers have returned. In fact, December sales were approaching 85% of pre-COVID levels, even in the midst of a surge in COVID cases. Gradually, restrictions on capacity and indoor dining are being lifted, and that will help both our traffic and our sales. Among many other things, had the impact of accelerating bankruptcies of dozens of retailers that otherwise likely would have gone into bankruptcy over the next several years, but instead were accelerated into 2020. The result is our occupancy level is at 90%, which is the lowest since the great financial crisis. However, within two years post-GFC, we were back to full occupancy. We expect a similar recovery post-COVID. We have worked through most of the bankruptcies from 2020. Unfortunately, the vast majority of those have been reorganizations, not liquidations. The biggest bankruptcy of the year was JCPenney. Of our 27 JCPenney locations, only two locations closed, Green Acres and King's Plaza, both in New York. I'm happy to report that we have leases out for signature on both of those locations and should be able to make announcements in the very near future. As you say goodbye to 2020 and gladly watch it in the rearview mirror, we are very optimistic about 2021 and the recovery of our business. Although 21 is going to be a transitional year, it will be much better than 2020 in almost every respect. Most of the tenant COVID workout agreements will have some impact on us in 21, both in terms of rent relief as well as higher than normal vacancy rates. That being said, we expect to see occupancy gains in the second half of the year in a gradually improving leasing environment. Rent collections have improved significantly up from a September collection rate of 77% and are now above 90% in the fourth quarter. January is also trending above 90%. We have come to agreement on COVID workouts with over 93% of our top 200 tenants. Leasing activity picked up significantly in the fourth quarter. YNs, in fact, were 90% of pre-COVID levels of the fourth quarter of 2019. We even have a variety of gated attractions that are planning to open this year, including Candytopia, Model Land, and the Museum of Ice Cream. Many of our replacement tenants in the former Sears locations will also open in 2021. Our 2021 lease expirations are 60% leased today, with the majority of the balance in the letter of intent stage. Looking at the balance sheet, most of our 2021 loan maturities have been successfully extended and negotiations are well underway to renew our line of credit, which matures in the third quarter. Retailer traffic and sales continue to pick up with traffic at 80% of pre-COVID traffic and sales on average 85% of pre-COVID levels. We expect improvements in both traffic and sales as we progress through 2021. The cost reductions and cost containment measures we adopted when COVID hit will be continued into 2021. And the final point for me, once again, we have been recognized as a leader in sustainability and have achieved the number one global real estate sustainability benchmark ranking in the North American retail sector. That makes six straight years for that honor. With that, I'll turn it over to Scott.

Thank you, Tom. Highlights of the financial results for the quarter are as follows. Funds from operations for the fourth quarter was $0.45. It's down from the fourth quarter of 2019 at $0.98 per share. Same-center net operating income for the quarter was down 33%, and year-to-date is down 22%. As you will see, these results are unchanged relative to what was filed last week on February 1st. Changes between the fourth quarter of 2020 versus the fourth quarter of 2019 were driven primarily by the continuing impact of COVID-19 and are as follows. And the figures I'm citing are at the company's pro rata share. One, $38 million decline from COVID-related rent abatements across permanent and temporary leasing revenue line items. Fourth quarter abatements were elevated relative to the third quarter abatements of $28 million And this was largely due to the protracted summer closures of several large properties in New York and in California. This resulted in delayed negotiations with tenants at those properties. Cumulatively, for the year in 2020, we granted $56 million of abatements. Number two, $19 million of COVID-related decline in common area and ancillary revenues, including specialty leasing and temporary tenant revenue, percentage rent revenue, business development revenue, and parking revenue. These declines were generally a continuation of what we experienced in the second and third quarters, but were exacerbated in the fourth quarter given the seasonal nature of these types of income. However, looking forward into 21, we do anticipate growth in each of these more transient income line items, assuming conditions at our properties improve as we do expect. In total for all of 2020, These line items were down $43 million. Number three, general top line revenue decreases totaling approximately $12 million driven primarily by COVID related occupancy decreases. Number four, $6 million of bad debt expense in the form of reversals of lease revenue for tenants on a cash basis pursuant to GAAP. That was about $5 million and then bad debt expenses of about $1 million. As a result of the COVID-related disruption to our business, the bad debt expense line item was significantly elevated in 2020 at $62 million. This was a $52 million increase versus $10 million of bad debt expense in 2019. Number five, there was an $8 million decrease from loss or gain on undepreciated asset sales or write downs on consolidated assets. This included a $5 million impairment charge in the fourth quarter of 2020 for undeveloped land that is currently under contract for sale and is expected to close in 2021. And lastly, offsetting these items, straight line of rent increased $19 million in the fourth quarter. This was driven by applying straight line rent averaging to all rental assistance lease amendments executed during the fourth quarter. So to summarize some of the major impacts of COVID that impacted real estate NOI in 2020, and again, all these figures are at the company's share, we highlight the following. Number one, $56 million of one-time retroactive abatements of rent. These concessions were granted to local business owners and entrepreneurs, to restaurants and other food uses, and in selected cases to national tenants in order to secure near-term lease expirations and to achieve other landlord favorable concessions. Number two, $43 million of decline in common area and ancillary revenues, percentage rent and temporary, or excuse me, and parking revenues. Again, these are transient line items and we would expect those to bounce back. And number three, we wrote off an extra $52 million of bad debt expense relative to 2019. Plus, in addition, We had another $11 million of rent that was reversed for tenants that are accounted for on a cash basis. So when you add all that up collectively, that's roughly $162 million of pandemic-driven NOI decline, just among those three categories. This morning, we provided 2021 earnings guidance, and we do direct you to the company's Form 8 case supplemental financial information for more details of the company's guidance assumptions. 2021 FFO is estimated in the range of $2.05 per share to $2.25 per share. While certain guidance assumptions are provided within our supplemental filing, I'd like to provide some further details. This guidance range assumes no further government mandated shutdowns of our retail properties. We are not providing same center NOI guidance at this time given continued expected impacts of COVID-19 in early 2021. But we do anticipate growth in the same center in Hawaii starting in the third quarter of 21. And in fact, at this time, we expect strong double-digit growth in the second half of 2021. Anticipated progress on vaccination efforts, continued fiscal stimulus from the federal government, significant pent-up demand from our market consumers, And softer comparables in the last half of the year inform this thinking for ramped up growth later in 2021. In terms of FFO by quarter, we estimate the following cadence, 21% in the first quarter, 24% in 2Q, 25% in 3Q, and the balance, 30% in the last quarter. We view 2021 as a transitional year as we pivot away from the disruption and widespread closures caused by COVID during 2020. We do expect that the first quarter of 21 will include lingering effects of COVID, including from retroactive rent adjustments relating to 2020. While we are certainly not giving forward-looking guidance into 2022 and future years, We are, however, optimistic about the financial tailwinds that may ensue as our country heals from the pandemic. Trough occupancy appears to have been contained to roughly 88%, which we estimate to be at the end of the first quarter. And we do believe there's an opportunity to grow occupancy later part of the year and certainly over the coming years, which should fuel future operating growth. Again, more details of the guidance assumptions are included in the company's Form 8K supplemental financial information. Now on to the balance sheet. As addressed in detail within our recent filings, over the last few months, we have successfully extended four secured mortgage loans totaling over $660 million for extension terms ranging up to three years. Those loans included mortgages on Danbury Fair, fashion outlets of Niagara, Flatiron Crossing, and Greenacres Mall. We do anticipate securing similar extensions on remaining mortgages that mature in 2021, including from Greenacres Commons, for which we are currently working on a two-year extension. In November, the company financed the previously unencumbered Tyson's Vita. This is a residential tower at Tyson's Corner. The loan is a $95 million mortgage loan bearing fixed interest at 3.3% for 10 years. At closing, this generated $45 million of incremental liquidity to the company, and there is some incremental funding capacity remaining under this loan. As mentioned in our recent filings, we continue to make progress on the renewal of our line of credit. Cash on hand at year end, was $555 million. As Tom previously noted, collection efforts are now over 90%. This improved collection environment is a direct byproduct of the extensive efforts by a vast many within the company to negotiate thousands of agreements with our retailers. I can tell you we are extremely proud of those efforts, as Tom has already noted. As a result, we do anticipate further improvement in collections into 2021, and in addition, We estimate the collections of both contractually deferred and delayed rent collections in 2021 that relate to 2020 build rents in the approximate range of $60 to $75 million. During 2021, we expect to generate over $200 million of cash flow from operations, and this is after recurring operating and leasing capital expenditures and after dividend. This assumption does not include any potential capital generated from dispositions, refinancings, or issuances of common equity. This operating cash flow surplus will be used to deliver the balance sheet as well as to fund our development pipeline. And as for development, we expect to spend less than $100 million in 2021, excluding further development expenditures on One West Side, which recall is independently funded by a construction loan facility. With that, I will now turn it over to Doug to discuss the leasing environment.

Thanks, Scott. In the fourth quarter, much of our focus again was working with retailers to secure rental payments and improve our collection rates. Looking at our top 200 rent-paying national retailers, we now have commitments with 176, which is up considerably from last quarter. But more importantly, we now have received payments or we've worked out deals totaling 93% of the total rent these top 200 pay. And as a result, our collections continue to improve. As of today, collection rates increased to 89% in the third quarter and 92% in the fourth quarter of 2020. Occupancy at the end of the third quarter was 89.7%. That's down 110 basis points from last quarter and down 4.3% from a year ago. This is primarily due to store closures from the unprecedented amount of bankruptcies and early abandonments that occurred throughout 2020. Temporary occupancy was 5.9%. That's down 50 basis points from this time last year. Trailing 12 month leasing spreads were a negative 3.6%. And that's down from 4.9% last quarter and down from 4.7% in 2019. Average rent for the portfolio was $61.87 as of December 31st, 2020. And this represents a 1.3% increase compared to $61.06 as of December 31st, 2019, and a 0.7% decrease compared to $62.29 at September 30th, 2020. 2021 lease expirations continue to be an important focal point. And today we have commitments on 60% of our expiring square footage with another 40% or the balance in the letter of intent stage, disregarding tenants who have closed or have indicated they intend to close. In the fourth quarter, we signed 217 leases for 900,000 square feet. This represents 80% more leases and one and a half times the square footage when compared to the third quarter of 2020. This also represents 90% of the score footage that was signed in the fourth quarter of 2019. Noteworthy leases signed in the fourth quarter include Atleta at Danbury Fair, Louis Vuitton at Scottsdale Fashion Square, Swarovski at La Catata and Los Cerritos, Madison Reed at Santan, four renewals with Sephora at Eastland, Flatiron Crossing, Vintage Fair and Pacific View, as well as a five-store package with Charming Charlie's at Green Acres, Flatiron, Fresno, La Encantada, and Pacific View. Turning to openings in the fourth quarter, we opened 59 new tenants in 236,000 square feet, resulting in a total annual rent of over $10 million. Notable openings in the fourth quarter include Bulgari and Rolex at Scottsdale, Free People at La Encantada, Lush at Los Cerritos, Tecovis at Kierland Commons, and J.A. Ankles at Fashion Outlets of Chicago. In the international arena, we opened another three stores with La Visa at Deptford Mall, Queen Center, and King's Plaza, along with Quay Australia at Los Cerritos. In the large format category, we opened Dick's Sporting Goods at Vintage and Round One at Deptford Mall. both in former Sears locations. The digitally native and emerging brands continue to open bricks and mortar stores. In the fourth quarter, we opened Amazon Four Star in Madison Reed at 29th Street, Amazon Books at Los Cerritos, and Purple at Tyson's Corner. Now let's move to 2021 and our pipeline. Our pipeline remains strong, vibrant, and exciting. We already have signed leases totaling approximately 494,000 square feet, all scheduled to open in 2021. And this list continues to grow. Later this year, we look forward to opening an amazing two-level, 11,000 square foot flagship Dior store at Scottsdale Fashion Square, the first and only Dior in all of Arizona. And joining Dior will be Louis Vuitton men. further marking Scottsdale Fashion Square as the one and only true luxury destination in the market and the state for that matter. Primark is well under construction and will open its highly anticipated 50,000 square foot store at Fashion District Philadelphia in September of this year. Other impactful openings to look forward to this year include Dave & Buster's at Vintage Fair, Kids Empire and Madison Reed at Santan, Tyra Banks Model Land at Santa Monica Place, X Lanes at Fresno Fashion Fair, San Bernardino County Offices at Inland Center, Bourbon and Bones at Santan Village, Cooper's Hawk Winery at Boulevard Shops, Shake Shack at 29th Street, Uncle Julio's at South Plains, Verity at Village of Cordo Madera, Lucid Motors at Tyson's Corner and Scottsdale Fashion Square, and Marine Layer at Broadway Plaza. and that's just to name a few. And when we look at deals still in lease negotiation, we have yet another 435,000 square feet to open in 2021, and this number grows daily. Lastly, I'm often asked during this unprecedented time of bankruptcies and store closures, who's left to fill this space? What we need to remember Is this pandemic only accelerated the demise of those retailers who were already struggling pre-pandemic? What's not talked about are those retailers who were strong going into the pandemic and actually came out stronger on the other end. Perhaps it's because they had great product and offered great value, or perhaps it's because they had strong omnichannel business and used their online strategy to actually increase customer awareness and acquisition. Think Lululemon, Dick's Sporting Goods, Target, Peloton, and Blue Nile, and there are so many others. Or how about the strong traditional retailers with significant open to buys, looking to capitalize on some great new available space in some of the best centers in the country? I'm talking about retailers such as Aerie, Madewell, Free People, Levi's, Sephora, Our House, Aritzia, Old Navy, Athleta, just to name a few. Or brand extensions such as Offline by American Eagle, Gilly Hicks by Abercrombie & Fitch, or Dick's Sporting Goods' new experiential concept, or new and emerging brands like El Yoga, Faraday, CycleBuddy, and Tonnell, or new electric car manufacturers such as Lucid, Polestar, and VinFast. And we're deep in discussion with all these retailers and many, many more. However, we know our shoppers want more than just traditional retail. And that's why we continue to focus on bringing alternative uses to our campuses and not just retail. Uses like office, residential, hospitality, medical, wellness, education, fitness, grocery, service, and even storage. And that's why we continue to refer to our properties as town centers because that's what they're becoming. They're transformational and will be something for everyone. And they have to be because that's what our modern day shopper wants. And now I'll turn it over to the operator to open up the call for Q&A.

Thank you. If you'd like to ask a question, please signal by pressing star 1 on your telephone keypad. If you're using a speakerphone, please make sure your mute function is turned off to allow the signal to reach our equipment. We are limited to a one-hour conference today, so we do ask that you limit your questions to one question and one follow-up question, please. We will now take the first question from Samir Khanal from Evercore. Please go ahead.

Good morning, everybody. So, Scott, thank you for the color on when occupancy will drop. I think you mentioned 88%. But I guess how should we think about the pickup or the ramp up in occupancy maybe into 22 from a modeling perspective with all the leasing you're doing? Good morning, Samir. Again, we're not giving guidance into 2022, but just, you know, I think Doug provided a pretty good sense for the return of leasing demand. We have almost 500,000 square feet that is already executed due to open in 21. We have well over 400,000 square feet that I'll say is in our shadow pipeline, deals in documentation, deals in negotiation. That's going to spill into 21 as well as 22. And I think we've been pretty clear on this in the past. We've got some pretty high-quality space that has not been on the market for quite some time given the decline in occupancy. And I think these brands that are both legacy as well as new and emerging are very interested in taking high-quality space and high-quality markets. So I think we'll see some decent pickup.

Samir, to give you a frame of reference, the last time we had an occupancy level this low was the end of 2009 going into 2010 after the great financial crisis. And it was about two years before we bounced back to the 94%, 95% occupancy level. And to me, this seems very similar in that it'll take a couple years to get fully recovered and have that space absorbed. We've got good demand. There's a lot of new retail categories. less apparel, more experiential. But it's going to take a few quarters for sure.

Got it. And I guess as a follow-up, and Scott, when I look at your receivables, it's about $240 million on the balance sheet. And look, I understand that's been built up over the last few quarters, and there's always sort of a normal state of receivables you carry on the balance sheet even before COVID. But at that expense, you're guiding there's only about $10 million. So I'm just wondering, you know, what are you seeing in terms of the health of the retailer to give you confidence that that number is the appropriate amount for the year? Just trying to make sure I'm not missing anything here. Sure. Well, you know, we do have a view into, you know, the economy is recovering and our centers are opening. If anything, over the last two months, we have not seen any further restrictions. In fact, we've seen a loosening of of the mandated closures and mandated occupancy restrictions, including by use, like with restaurants. So we do see a healthier environment, which is going to certainly pick up traffic and ultimately pick up sales. So within our guidance, not only is there bad debt, but we're also carrying a fair amount of reserves for uncertainty. And I'll just, I'm not going to specify the number. But I'll certainly say that we're carrying more than what we typically would carry, for instance, what we carried into 2020 without a view into COVID. So, you know, we're carrying some provisions in addition to bad debt expense, as we should be, you know, given the environment today. Got it. Okay.

Thank you. That's helpful.

If you do find that your question has been answered, you may remove yourself from the queue by pressing star 2. We'll now take the next question from Floris Van Dijkum at Compass Point. Please go ahead.

Great. Thank you guys for taking my question. I know that Simon was a little bit more explicit in terms of you know, talking about its NOI in 21 growing. Is there any color you can give us, Scott or Tom, in terms of what your expectations are for NOI? How much of a bounce back should people expect in 21, given some of the headwinds you're talking about?

Hi, Floris. Yeah, it's really going to be two halves of the year that look fairly significantly different. Yeah, first quarter of 21, we're still having the impact of some COVID concessions, renovatements, et cetera. And that compares with a pretty healthy first quarter of 2020. So we expect the first half of the year to be down in terms of same center. But as Scott said, the second half of the year we think will be very strong. We'll probably be putting up close to double digit same center growth.

In terms of rather than looking at it on the same center, I guess everything is the same center in some ways. So are we talking about 3% to 4% overall NOI growth for the year, or what sort of range are you looking at?

Yeah, Flores, we're not getting specificity for the entire year. I'd certainly hope to be in a position to do that as the year progresses, but we don't think at this point in time that it's the right thing to do. As Tom mentioned, the first quarter is going to have a fair amount of volatility in it. As we lap COVID over the coming weeks, you know, the first quarter is going to be a difficult comp to the first quarter of 19. I think once we get clear of that, we should hopefully be in a position to provide more concrete same center guidance or NOI guidance for the balance of the year.

Great. And maybe if you could also walk us through You mentioned your discussions on the refinancing of the line. Obviously, we've talked a little bit about that offline as well, but if you can maybe talk about what people should expect, how that's going to look, and whether that's going to require you pledging some additional unencumbered assets or You know, how much flexibility do you have in those discussions? And how much of a cost impact potentially could that have? And presumably that's already in your guidance as well, the fact that you might be paying a higher interest cost for the second half on that amount.

For us, we're in deep negotiations with our lending group. These are lenders that we've done business with for the last 25 years. We're in negotiations with them, and it's cross-purposes to share with you the specifics of those. It's premature to do that, but we're making great progress with them. I think you saw from the 8-key filing we put out a week and a half ago that we may end up securing the line previously, or currently it's unsecured. But we do have quite a few unencumbered assets, so that's a possibility going forward. But other than that, we're not going to give any more color than that because we're in the midst of negotiations. I'm sure you can understand that.

We'll now take the next question from Mike Mauler from JP Morgan.

Please go ahead.

Yeah, hi. Two quick ones here. First, can you give us a sense of what the rent spreads are on your 21 leasing activity and how they compare to last year's down 4%? And second question is on straight-line rental income. What's a more normalized go-forward run rate?

Doug, you want to take the first part of that?

Yeah, sure, Tom. With regard to the lease executions I talked about in my prepared remarks earlier, I don't believe that the spreads have been commuted. I would suggest that in the short term, there's going to continue to be pressure on spreads as we focus on occupancy. We've talked about that. Last quarter and this quarter, occupancy is paramount. And once we take the supply off the table and demand comes back, I think we'll start to see the spreads increase. But for the short term, there will be some compression.

And Mike, on this straight line of rent question, it's going to be elevated in the first part of the year consistent with the rental concession agreements that we continue to execute with our tenants. We cannot recognize those rental concessions until we actually book the arrangement, or excuse me, until we actually sign the deal. When we sign that deal, then that has an inverse impact on straight line of rent. We're going to see straight-liner rent continue to be elevated for the first part of the year. We're, again, similar to not providing same-center guidance. We're not providing straight-line guidance, just given the uncertainties about the flow of those deals. But we'll see it elevated in the first part of the year, and then we'll see it return to normalcy. I would say in 2022, we'll be in the $10 million to $15 million range, which would be a relatively normal rent rate for us. But it'll be elevated in 2021.

Got it.

Okay, that's helpful. Thank you.

We'll now take the next question from Todd Thomas at Keeg Bank Capital Markets.

Please go ahead.

Hi, good morning.

This is Ravi Devi on the line for Todd Thomas. Hope you guys are doing well. The stock's been a bit volatile over the last couple of weeks. With regards to the ATM program being recently filed, how should we think about your desire to issue equity at current stock levels?

Well, yes. We did file for an ATM, and if we use the ATM, we'll report on that quarterly in our 10Qs, and that's just a periodic decision that the company and the board will make. It's just a tool to have available should we be in position to see a stock price that we like. We would consider it. But again, it's just a shelf because we're putting it out there. It doesn't necessarily mean we're going to use it. And we'll report quarterly if we use it and how much.

Okay, thank you.

And just one more here. How do you think about dispositions and source of capital? Is there interest in selling one of your larger assets to raise capital to deliver? And what's the market for that? Like I said, we haven't seen a lot of trades for individual assets yet.

You're right. There haven't been a lot of trades. That being said, there's a fair amount of capital out there, and there's a fair amount of interest. So I wouldn't be surprised to see us transact a little bit this year. We don't have any of that in our guidance, and you can't count on it until the check's in the bank. But it's certainly a possibility this year.

Thank you.

I appreciate the comment.

Thank you.

We'll now take the next question from Caitlin Burrows from Goldman Sachs. Please go ahead.

Hi there. Just following up on some of the previous questions. So like you mentioned, you disclosed earlier in the month that negotiations are ongoing for recasting the credit facility, and it could include a lower lending commitment and require security. So I guess to the extent that you need to reduce your borrowing to recast it, how do you plan to fund that pay down, given where the line of credit is today?

Well, Caitlin, we've got about $550 million of cash on the balance sheet, so I don't think reducing that line a bit is going to be an issue at all. We've got plenty of liquidity for that.

Okay. And then just thinking about, I think maybe you just touched on this in the previous question, but thinking about where leverage is today and where the EBITDA growth outlook is for 2021, I guess what is your kind of interest and urgency in reducing leverage in 2021 and how would you go about doing that?

Well, I don't think you can really look at debt to EBITDA today given what's happened with EBITDA. I think you've got to look forward a little bit to say where do you think that's going to go and what's it going to grow to. And we're going to generate a significant amount of cash after debt service and the dividend. And my expectation is we probably use most of that excess cash to reduce our leverage.

Okay, thanks.

Thanks. We'll now take the next question from Alexander Goldfarb at Piper Sander. Please go ahead.

Hey, good morning. Good morning out there. Hi, Alex. Hey, Tom. How are you?

So just continuing on from Caitlin's question, so two things for me.

First off, on the mortgages that you guys are extending and renegotiating, are there any cash restrictions whereby the lenders, the owners of those mortgages are saying that any excess cash above the capex needs to go to get paid down before it can do anything else? So are there any cash flow restrictions on any of those mortgage extensions or refinancing? It would be pretty atypical for us. In some cases, there are very minor restrictions, but we've generally been able to execute these extensions, Alex, from one to three years with no change to rates and with very little to no re-margin at closing. It'd be pretty atypical to have those situations.

Okay.

And then the second question is, it sounds from your comments on the ATM that you haven't used it and it sounds like you're pretty guarded on issuing equity.

So if that's the case, and if we use the last two quarters of the dividend taxable requirements, it seems like the dividend, again, is a big source of cash flow for you guys, assuming that the same third and fourth quarter holds true. So wouldn't pairing the dividend to the bare minimum

and it would save maybe $90 million, $80 million, whatever the math is.

Would that also be an additional source to help you guys right-size? And again, if you're not sort of planning equity in the near term, then it would seem like that's a good source of capital to help the company as you guys refinance the maturities.

Yeah, Alex, I'm not sure you've got a clear view on the tax side there. It's a good point, and we cut to basically the tax requirement this year. And our expectation, it would be similar. It's a board decision, so we're not giving guidance on the dividend here per se. But from the tax standpoint, we don't expect a big change. And we cut this year to the minimum in the second half of the year. And that's probably something we'll consider in 2021 as well.

Okay, Tom, I was just going off of the tax declaration that you guys had where it said there's a penny difference was taxable and the other 14 cents was not. That's what I was basing it on.

Yeah, but you've got to look at the full year. You can't just look at the whole quarter. Right, right.

I was looking at the full year, and I was looking at each of those columns.

Okay, cool. Listen, thank you.

We'll have a tax session offline. How about that? Tax season.

We'll now take the next question from Michael Billerman at Citi.

Please go ahead.

Good morning out there. Tom or Scott, what is the current unencumbered asset pool, either by underappreciated book value or maybe just an annualized NOI, just for us to get a sense of what that boring, unencumbered boring base could be?

I think we've got about 20. five assets of various sizes, Michael, that are unencumbered. You know, I don't have the NOI on that specifically, and we probably wouldn't disclose it anyway, but there's a significant number of unencumbered assets, and you can look down our debt schedule and match that up against the property schedule, at least as it relates to the malls. There's some other assets that are single assets and one-off buildings here and there that may not show up on the property list, but there's about 25 assets or so in total. It's a fairly big number.

Yeah, I'm just trying to get a sense of assets for all size and type and quality. I'm just trying to get a rough goalpost just to try to better understand a boring base of whether it's a billion dollars, two billion, a billion and a half, five hundred, just some way of guiding us in terms of some mortgage value for those assets.

Well, it's hard to say mortgage value. I'll tell you that that unencumbered pool is significant enough to support our existing line of credit at $1.5 billion.

Okay. And then just in relation to the ATM, just walk through a little bit. It's not a tool that you had put in place previously. I guess what had held you back before from having an ATM in your toolkit? Because I would assume that Wednesday when your stock had doubled, probably would have been something that if you had in your toolkit at that point may have been a decision you may have pulled. I'm not sure, but can you just talk about the decision of not having it before and now putting it in place?

Well, we've had it before, Michael. The last time when the ATM expired, we didn't like where our share price was and as a result didn't renew it at that point in time. It's a fairly quick process. You can get one put in place within, you know, four or five days. You know, certainly I don't think we anticipated the spike related to GameStop. Maybe perhaps you did, but we did not.

I did not participate in that, unfortunately.

Okay. And, you know... Keep in mind, in any given day, you can only do about 10% of the volume on your ATM. So it was about a two-day spike there, and it got us thinking about it and said, hey, it's a good tool. We might as well have it back on the shelf. And so that's why we renewed it.

Okay. Thank you.

Thanks.

We'll now take the next question from Greg McGinnis from Scottier Bank. Please go ahead.

Hey, everyone. Thanks for taking the question. Well, Scott, I appreciate the clarity on the Q4 rent abatements and why never hire the Q3. But I was just hoping, could you tell us how much actually applied to Q4 as we try to create like a go-forward billable run rate to model off?

I would say probably less than 3% to 5%. This really relates to retroactive periods, primarily the second quarter. In some cases, again, for those California and New York properties, the abatement extended for a longer period because, in all candor, our retailers were unable to trade for six months. But very, very little of that pertains to the fourth quarter.

Okay, thank you. For the second question, on the leasing volumes, I appreciate the potential for the $800,000 square feet plus of a year at this point. Just hoping we get a little more context to help us understand the financial benefit from those leases. So could you potentially provide kind of the total Mesa's own GLA and then how much of that demand is in the consolidated versus unconsolidated centers?

Yeah, we don't have a breakdown of that between consolidated and unconsolidated. I think you know what our GLA is. It's roughly on a small shop basis, it's about $21, $22 million or so. You know, so that 800,000, if all of it were to come to fruition, it's 350 to 400 basis points of occupancy. Doug quoted a couple numbers. He quoted just under 500,000 square feet that we expect to come online. That is new deals coming online in 21. And then the rest of it, a little over 400,000 square feet was, we'll call it shadow, would be things that pop online later this year and into 2022. Great. Thank you.

Sure.

As a reminder, to ask a question, please press star 1. We'll now take the next question from Floris Van Dijukum, Compass Point. Please go ahead.

Hey, guys. Thanks for the question. But I think one of the fears, I guess, of some investors, and now that you have an ATM in place, is that... you know, you will be tapping the market at the current share price. And I, I believe, I don't believe that's what you've done. Certainly. I know it doesn't appear like you've used it so far. Um, and can you give, uh, maybe I was trying to get a sense of at what level will you think, uh, to, to use that ATM and, uh, if it's not at the current share price and, uh, and where, In other words, where do you think your NAV is or what the range is and how far off is consensus from that in your view? And maybe also talk about the discussion you had, if any, with Ontario teachers when they stepped out at over $20 a share.

So, Floris, look, we're not going to comment on the ATM activity, if any. If we use the ATM, we'll report on it at the end of the quarter, just like all the other companies that use their ATMs do. but it's not in our best interest to comment on it along the way, so we're not planning on doing that. And we do not publish an NAB, so that's not available either. So it's just another tool in the toolkit, and we will periodically decide if and when to use it.

Right, but presumably you must have an idea of, because you presumably share that with your board, what your NAB is. or what the range of NAV is. Maybe if you can, I think, you know, I guess the thing what I'm trying to get at is, is the current share price something where you would consider doing that or, you know, the fear that investors have is that you tap it at such low share prices that you dilute the value of the company. You've proven in the past that you're willing to wait until the share price recovers to a more appropriate level. Obviously, we saw the squeeze that happened last, similar to what happened at GameStop. Unfortunately, you didn't have the ATM in place, but now that you do have that, presumably you will be more reticent to use it at the current levels, but if it gets above a certain level, presumably you will be much more willing to use that. Is there any sort of indications you can give to the market, or at least to Pacify investors, that you're not going to issue it at $13 or $14, but you might consider doing it at $16 or $18?

No, Flores, as I said, we're not going to tip our hand as to if and when we're going to use it, as to what price level. It depends on the facts and circumstances at the time, market conditions, liquidity, et cetera. Again, we have had an equity shelf available for years now, and it's there, and we use it when it's appropriate. We haven't used it for a while. We're just supplementing that with an ATM shelf as well. It's as simple as that.

And is there any light you can shed on any conversations you've had with Ontario teachers prior to them stepping out?

Floris, our conversations with our shareholders are confidential, as I'm sure you can imagine. Thank you. Great.

Thanks, Tom.

We'll now take the next question from Michael Billiman at Citi. Please, Scott.

Hey, just a follow-up. As we think about the recovery of occupancy, and Doug, it was really helpful for you to go through all the categories of retailers that were expanding before COVID had hit. How should investors think about regaining back towards that prior occupancy of 94% to 95% in terms of the total NOI potential? How much it will cost you in CapEx? And we're just really thinking not as much on the cadence of it because it's going to take some time to build up, but really the return on that capital and how it compares to where it would have been, i.e., are we going to get to 80% of the NOI level as we've moved back to that 600 basis points, 600 to 700 basis points of occupancy in terms of what it was before, and how much money would you have to spend to induce those tenants to come in, just thinking about the return in that NOI stream over the next few years, given your expectations of going back to those peak occupancy levels.

You know, Michael, I'll jump in, and then Doug, you can hear some color, Scott, as well. So we're talking about roughly 5% to pick up from where we are today. We dropped down to 88% occupancy, as Scott said. To get back to full occupancy, you know, you're talking about roughly, you know, 1.2 million square feet or so. And, you know, Doug kind of gave the cadence for this year. And in terms of CapEx, you can choose whether we want to pay a big tenant allowance or go for a deal that's got a lower tenant allowance or no tenant allowance at all. I mean, we were fairly stingy with the tenant allowances coming out of the financial crisis, so we have been through this before. And I would imagine we will be very sensitive to the creditworthiness of the tenants that we do deals with and who we give tenant allowances to. It's really hard to say at this point how much capital will be involved with that. Just to give you an example, we converted one Sears box to a medical facility. I think we're getting roughly a million dollars a year in rent, and I think the total landlord work was only $500,000. There are deals like that to be done. Other deals are more expensive. It's just going to take some time to to sort those deals out, but taking a very critical look at who we give $10 allowance to these days.

That concludes today's questions and answer session.

Mr. Tom O'Hearn, I'd like to send the conference back to you, sir.

Catherine, thank you. Thank you all for joining us today. Be well. Stay positive. test negative. Hope to see you soon.

That concludes today's call. Thank you for your participation. You may now disconnect.