Hello and welcome to the Federal Realty Investment Trust Third Quarter 2023 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Leah Brady, Vice President of Investor Relations. Please go ahead.

Good afternoon. Thank you for joining us today for Federal Realty's third quarter 2023 earnings conference call. Joining me on the call are Don Wood, Federal's Chief Executive Officer; Jeff Berkes, President and Chief Operating Officer; Dan G, Executive Vice President, Chief Financial Officer and Treasurer; Jan Sweetnam, Executive Vice President, Chief Investment Officer; and Wendy Seher, Executive Vice President, Eastern Region President as well as other members of our executive team that are here to take your questions at the conclusion of our prepared remarks. A reminder that certain matters discussed on this call may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any annualized or projected information as well as statements referring to expected or anticipated events or results, including guidance. Although Federal Realty believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, Federal Realty's future operations and its actual performance may differ materially from the information in our forward-looking statements, and we can give no assurance that these expectations can be attained. The earnings release and the supplemental reporting package that we issued today, our annual report filed on Form 10-K, and our other financial disclosure documents provide a more in-depth discussion of risk factors that may affect our financial condition and results of operation. Given the number of participants on the call, we kindly ask you to limit yourself to one question during the Q&A portion of our call. If you have additional questions, please re-queue. And with that, I will turn the call over to Don Wood to begin our discussion of our third quarter results. Don?

Thanks, Leah, and good afternoon, everyone. It's a good time to own high quality retail centric real estate. Demand exceeds supply for the best stuff. And this past quarter's results, and in fact, the whole year thus far has made that patently obvious. For the third consecutive quarter, we signed comparable leases. In other words, 95% of all the deals done during the quarter. The only deals we exclude in our definition of comparable relate to ground-up construction. For over a 0.5 million square feet 553,000 to be exact. For the nine months of 2023, that's over 1.6 million square feet of comparable deals, a mark we've never hit before. It's more than the first nine months of '22, which itself was a record and more than the first nine months of 2021, which itself set a record. You can see it in the occupancy numbers too. Well, the Bed Bath closings were expected to end and reduce occupancy in the quarter versus last year by 100 basis points. Our overall occupancy declined just 30 basis points on a lease basis and 50 basis points on an occupied basis. That says something about demand. If you dig deeper, small shop occupancy, the part of the business we hear the most consternation about increased another 50 basis points to 90.7% on a lease basis, and 80 basis points on an occupied basis. This trend has been a steady and powerful trend for two and a half years now. When you look at occupancy possibilities going forward, by looking at our past, it's reasonable to expect another 100 basis points, a small shop occupancy, and another 250 basis points of anchor occupancy, due largely to Bed Bath. Roughly 200 basis points overall in the coming 18 months or two years, depending, of…

Thank you Don and hello everyone. Another strong quarter of bottom line FFO growth despite higher interest costs. Even with the headwinds, stronger POI has driven almost 4% FFO growth both of the third quarter and 2023's first nine months. The $1.65 per share be consensus by $0.03 and was $0.02 above the upper end of our guidance range. With respect to this continued strong performance, we can point to the following drivers. Higher property level POI than forecasts driven by higher min rents as we got tenants open ahead of forecast and kept tenants in longer. Higher overage percentage rent and specialty leasing, higher term fees than we forecast, as well as lower property level expenses. Despite the offset of higher interest costs and higher G&A, as you can see, we had another very, very strong quarter. With respect to our comparable metric, POI growth was 3.8%. On a cash basis, comparable POI growth, excluding term fees and prior period rent was also 3.8%. Year-to-date through the first nine months cash basis comparable POI, ex-term fees and prior period rents stands at 4.6% of the upper bound of our expectations and will result in an increase in 2023's outlook for that metric, which I will touch upon later. This helped contribute to an overall POI growth of 7% for the third quarter and 7.5% year –to-date. Term fees in the comparable pool this quarter were up 2.4 million versus 1.3 million in the third quarter of last year. Prior period rent this quarter was down to 900,000 versus 1.7 million in the third quarter of '22 basically a wash for these two adjustments. Details for term fees and prior period rent in the quarter are disclosed in our 8-K. Year-over-year occupancy showed continued progress, with our overall occupied metric…

Of course, we will now begin the question-and -answer session. [Operator Instructions] At this time, we will pause momentarily to assemble our roster. Today's first question comes from Alexander Goldfarb with Piper Sandler. Please go ahead.

Hey, good afternoon, and I'll do my best to stick to the one question. Don, you guys sold. I realize it's small, but you sold one of your Third Street Promenade assets in Santa Monica. And I remember, you know, over the years that that's been sort of one of the highlights that that retail has been a highlight for you. I guess things have changed. But stepping back. Are there other areas of the portfolio that used to hold, you know, maybe better opportunity and what's happened in the past few years as populations have shift. You're now reassessing. So we may see more sales of assets that previously we wouldn't have seen you guys sell.

Thanks for the question, Alex. The answer is a hard, no. Santa Monica Third Street is a, it's a really unique situation, frankly, in the country. We made a fortune on Third Street. And if I show you the IRRs from when we owned it till you know when we sold that building and frankly, the rest of it, they are really spectacular. But there is no doubt that COVID changed Third Street significantly. And, yeah, there's downside on the street. We're not believers in the ability to continue what we have. Now at a different basis. Maybe that could make some sense again because it would be reset and starting again. But please don't take Third Street Promenade and extrapolate that to other assets within the portfolio. It's a unique one-off.

The next question comes from Steve Sakwa with Evercore. Please go ahead.

Yeah. Thanks. Good afternoon. Don, maybe just sticking on the transaction market and looking for opportunities. You know, one of your, I guess, peers in the shopping center space is kind of pivoting and putting a fair number of assets on the market for sale. I'm just curious if any of those larger format assets might hold appeal to federal?

From a sales perspective for us, Steve, the answer to that is not really, I mean, it's the same it's the same process that we would that we would normally go through each year. As you know, you can always expect $100 million, $200 million, 300 sometimes of sales, depending upon the marketplace and what it is we don't have. I don't see that, for us at this point and including looking forward, I'm really happy, frankly, with the positioning that we have. On the other side in terms of buying, there's going to be a buying opportunity, man. I'm not sure if it's -- if it's the right now to tell you the truth. Hard to imagine with all the debt coming due and the situation the banks could be in the next year or two or three, that there won't be some, some really nice opportunities that we see. But we'll stick to that time and see it then. Not today. It would be my answer.

The next question is from Juan Sanabria with BMO Capital Markets. Please go ahead.

Hi. Good afternoon. I was just hoping you could talk a little bit about the signed but not occupied pipeline. On the expectations for the for that NOI to come online and maybe the mix on the timing perspective between the developments redevelopment slash the kind of normal course assets the same store pool. If you could just give us a little color on the expectations for that. Thank you.

Sure, sure. You know, I think that you'll see roughly about 10% of the aggregate number of the 27 million coming in the fourth quarter. I think the balance of it largely will come out over the course of 2024. You know, I don't think I think it will be fairly, you know, front end loaded first half of the year, a little bit more weighted than the back half of the year. And it will not be materially different in terms of kind of when it comes online, when you look at everything, including the space coming online for the non-comparable properties. So largely 10% in the fourth quarter and then the balance in 2024.

The next question comes from Greg McGinnis with Scotiabank. Please go ahead.

Hey. Good evening. Two parter on guidance here. First is on the implied Q4 FFO per share guidance range, which at 1.59 to $1. 67 feels a bit wider than usual. So what could take you to the top or bottom of that range? And with regards to development funding, you quite reasonably took equity funding out of guidance but maintained disposition expectations. So how should we be thinking about funding development at year end and into 2024?

Yeah. Hey, look, we narrowed the range. The implied range there. It is what it is. The 1.59 to 1.67. It is there. I think, look, we did an exceptional job this quarter of getting rents started. You know, faster than we expected. We're going to hope to do that again. We have been doing, I think, a good job of keeping tenants in place for longer. I think that we'll see occupancy growth in the fourth quarter, given the significant amount of leasing that we had. You know, I think that there's not going to be probably it is a little wide. The 1.59 you probably want to look, you know, a few cents outside of the midpoint there, but I wouldn't read too much into that. You know, I think part of it is also we'll see what happens with regards to, you know, we're fine tuning our G&A for the remainder of the year. And, you know, I think one of the things that we did really well is, you know, we delivered choice hotels. Early. Got it in before quarter-end. And that will be a nice, you know, recognition through the entire quarter relative to kind of what we had expected. And then, obviously, I think you're going to see, you know, the headwind of interest rates and who knows what happens through the balance of the last two months. But obviously we're facing higher interest rates than we had expected. And, you know, obviously the timing and what we do in terms of our refinancing may dictate some of that. I think development. And then with regards to funding development, we have an undrawn $1.2 billion credit facility. You know, we are continuing to look at in modest levels, not alluded to, continuing to see if we can get some asset sales done. You know, we're very, very well positioned, I think, from our perspective to be able to, you know, we really have $180 million left on our development, um, remaining $750 million development pipeline, $1.3 billion of liquidity at quarter-end certainly positions us well over the next, you know, four to five quarters to get done what we need to get done.

The next question comes from Michael Goldsmith with UBS. Please go ahead.

Good evening. Thanks a lot for taking my question. How does the updated credit reserve guidance compare to historical levels? And related to that, on the tenant watch list, you continue to see strong momentum within the small shop space. Does that represent a larger portion of the tenant watch list in the anchor space? Thank you.

Yes. With regards to the 85 to 95, that's kind of in line. We end up around about 100 basis points. So I think we did slightly better than historically, meaningfully better because I think we had less impact from Bed Bath & Beyond that I think we originally had forecasted. But I think that that's been a positive result from us managing the portfolio over time. And with regards to the watch list, we just don't have much exposure to any of the names that people are worried about. Names like Rite Aid, Big Lots, Joanne, Express represent a de minimis amount of our total rent exposure in the ballpark of about 25 basis points. It's really nothing. And so I think near term, we feel pretty good about the watch list. But we'll assess that for 2024. And we'll move forward as we get through our budgeting process through the balance of this year.

The next question is from Dori Kesten with Wells Fargo. Please go ahead.

Thanks. Good evening. You started the call with the expectation of 100 basis points of small shop occupancy and 250, I believe, for anchor to be gained over the next 18 months to two years. Would you expect your leasing spreads to remain comparable to what you've seen of late also for that period?

Yes. I think I would, Dori. It's a good question. We talk about it a lot in the notion of how to lease up, what tenants, the appropriate level of merchandising, what they will do to the rest of the shopping center. I mean, we are picky in terms of how we do that. And so the -- frankly, I think if you lease up too fast, you're probably leaving money on the table. And so the notion of being able to get the right tenant and get paid for that, that's something that's really important to us. And combine that with the credit, the type of credit of those small shop tenants, the guarantees that we get, the -- we very rarely do something with a first-time retailer. It's almost always with a regional player or someone that's got a number of stores. We get the entire organization most of the time on the lease from a credit perspective. So for me, that's the key part of where we create the most value in the company. It is that small shop stuff that works off of the anchors. And on the anchor leases, I can't empirically say this, but I believe the terms of the anchor deals that we get, including the bumps that are in those leases and the strength of those leases, I think they're superior. I think they're some of the strongest leases that those tenants do. So it's not just about occupancy. It's about profitability. And that balance is something we take really seriously.

The next question comes from Jeff Spector with Bank of America. Please go ahead.

Great. Thank you. Can you provide an update on any office lease progress at One Santana, including there was some news that maybe PwC is looking for space there? Thank you.

Jeff, no, I cannot name a tenant. Where are my comments? By the way, you just cost me $10 with Melissa. I said if I made the comments that I made in here, which are real clear with respect to where we are, the deals we have, how close we're getting, et cetera, but we don't have signed leases yet, I said if I made those comments in there, there wouldn't be a question about the same thing. But you are and you cost me $10. I'm going to bill you on that, if you don't mind. That's really all I can say about that. You should be optimistic because we sure are in terms of the ability to keep moving forward. But no, I cannot name a tenant.

The next question is from Hongliang Zhang with JPMorgan. Please go ahead.

Yeah, I guess a follow-up to the prior question. If we were to think about leasing at Santana West, if you were to get a tenant in, would you fully -- would the capitalized interest fully burn off there? Or would it be a proportional amount. Thanks so much.

We expect to continue to capitalize interest on the balance of the year 2024 to deliver space to tenants. We would expect that we would be able to match up the reduction in capitalized interest with the rent starts. So that should be expected.

Consistent with what we've discussed in the past, there's no changes in our expectation with regards to that and that policy.

The next question is from Haendel St. Juste with Mizuho. Please go ahead.

Hi, there. This is Ravi Vaidya on the line for Haendel. Hope you guys are doing well? What's your early read for '24 same-store NOI? Some of your peers have particularly expect next year's same-store to be above average again. Can you talk about that a bit and the levers that you could possibly pull to achieve above-average same-store level for next year?

Look, I think, as I said in my statement, we are going to give guidance for 2024 in detail on our call in February, okay? With regard to same store, we will be growing POI next year. We said that before, I'll confirm that here. But that's about what I'm prepared to say at this point.

The next question is from Anthony Powell with Barclays. Please go ahead.

Hi. Good evening. I guess a question on the residential piece of the business. Obviously, the multifamily REITs had a pretty tough earnings season. So what are you seeing there in terms of rent renewal rates or whatnot? And how should that perform in the next few quarters?

Yes, you should be very positive about that. If you think about where our residential is, it's only in four places, four or five places and they're all at the mixed-use properties that have high rents on -- in general because of where they are and the right growth is generally better because of where they are. We're seeing that particularly true at Assembly in -- just outside of Boston. We're seeing that equally true in Silicon Valley. And so when you kind of think about the particular markets that we're in and you think of the cost of home prices and home -- and mortgages that effectively go there, renting at fully amenitized, great locations looks awfully good. And that's our business model. So I can't really talk generally about the residential world because I don't know it outside of these mixed-use environments in our four big projects. I hope that's helpful. Be positive about it.

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

Hi. It looks like your weighted average lease term moves around each quarter, but stays pretty consistent in the 6.5 to 7.5 years. I just wonder if there's any desire to drive lower lease terms to capture more upside, given the low retail supply.

The only thing I would say to that is it depends on the deal. And so when you're sitting there and not only you get a strong starting rent, but you can get strong bumps in there, we'll lock that in. And that's a key part of what it is that we do. In terms of the 8.8 years this time versus 6.5 or 7.5, that's simply a matter of mix. Now there are certainly certain locations where certain things are happening with redevelopment or whatever else, where we're purposely trying to keep it tighter and shorter period of time, and we do stuff like that. But overall, portfolio-wide, I really do, Linda, I'd really love you to understand those and look hard at those contractual bumps because they're a real differentiator over the term of the lease.

The next question is a follow-up from Alexander Goldfarb with Piper Sandler. Please go ahead.

Hey, thank you. Don, as we think about the sort of the traditional items and tenant leases that they like, optionality on renewals, co-tenancy, use restrictions, are you starting to see the tenants give on some of those as availability dwindles and they need, yes, there's less space especially at the anchor level? And if you have, can you give some tangible examples of where you've seen tenants make deals today, like the big sort of tough negotiating tenants where they've made deals today that they wouldn't have made a few years ago because of the dwindling availability.

Good question, Alex. It really is. I'm going to turn it over to Wendy to make sure that you get the specifics.

Alex, so I would say the answer is yes overall. We are seeing with the really, especially from the better specialty brands, they are not able to find the kind of product that they're looking for. And so there is a big demand for some of our Bethesda Row and the growth, for example. I was just talking to the leasing people for Bethesda Row, and we have a waiting list of 10 to 12 tenants that are trying to get into Bethesda Row in the right format they'd like to join us. So when I'm hearing about waiting list, yes, we're able to drive those terms a little bit better than we had before. We just -- it's pretty exciting. We just signed a deal with Bloomingdale's department store to go into The Grove and just over 21,000 square feet, a great opportunity. I can't obviously get into the specifics of that deal. But I will tell you from the time we started the lease until we signed it, it was 40 days. So it was a clear desire on their part to get that deal done in a geographic area that we feel pretty strong will not only benefit them but will benefit our shopping center.

I would say, Alex, it's Jeff. Keep in mind that we're pretty tough on waste terms, and we're not necessarily giving away a lot of the things that you're talking about to begin with. The leverage is definitely, as Wendy said, shifted to a lot of the landlords in many respects, given the shortage of space and given our proclivity to be tough on all terms in the lease, not just the financial terms. We're cutting good deals right now, and we're cutting them with great tenants. Really, really positive environment right now.

[Operator Instructions] The next question is a follow-up from Juan Sanabria with BMO Capital Markets. Please go ahead.

Thank you. Just going back to Michael's question from earlier in the call about the implied fourth quarter guide. Maybe, Dan, could you provide a little bit of a bridge on the implied sequential deceleration of what those drivers are in FFO from the third quarter run rate to the midpoint of the implied fourth quarter guide, please?

Yes. Look, I think that -- I think we're probably a little conservative candidly on some of the numbers there. I think we've got a good year, which could impact G&A, which would go up. Those are kind of -- I think the number is a little bit of conservatism and probably a little bit of increased G&A in the final quarter probably is what, I think, gets you to kind of the midpoint or the implied midpoint of the guidance.

The next question comes from Nick Joseph with Citi. Please go ahead.

Just curious kind of the plans and thoughts for Mercer Mall after acquiring the fee interest. I know potential expansion or conversion. So wondering on the timing there and kind of the current thoughts?

Sure. Yes. Nick, let me answer the -- this is Jeff. Let me answer the first part of that question, and then I'm going to turn it over to Wendy so she can walk you through some of the things that we've got going on at Mercer. But the acquisition of the fee, which happened in October, was something that we baked into the deal 20 years ago. So exercising that option today does not have any bearing on what we would do with the property longer term. The plans that we have in place for Mercer right now are -- would have progressed with or without that. But we've got a lot of great things going on at the property, and it's been a great asset for us. So Wendy, do you want to fill in some of the details?

Sure. We've been working on rebranding the property. So it will be rebranded as Mercer on One. That's kind of a catchy feel to it. We are -- you'll be seeing signage going up on the side to execute on that remerchandising and rebranding of the property. We have DSW, who's going to be leaner and meaner as they downsize and two new tenants coming in right next to them plus we have backfilled the -- as you saw with Crate & Barrel, the portion of the Bed Bath & Beyond that we got, I think, it was the end of last year. So a lot of exciting things going on at Mercer and a lot of investment on our part where we were able to drive those rents with a good demand in the market and get a return on that invested capital.

Yes. And just to remind folks that, that was a $55 million investment at 8.7% yield. So kudos to the folks who've embedded that option 20 years ago to allow us to have this really great opportunity to invest capital at a property we own. I think an implied -- current cap rate on it significantly inside of the yield to acquire a portion of the fee underneath.

Yes, Nick, and I am going to chime in. I know it's a long answer to a simple question about an asset, but Mercer shows so much about kind of what we -- what's right down the middle of the play for us. There's a big piece of land that we were able to get control of. Jeff got -- did an amazing job, frankly, 20 years ago. And there's -- you think about -- when you talk about us for the long term, we didn't take a chance on whether we're going to own the fee or not own the fee. We had it contractually done. So the timing is now. But if you look at what happened to that income stream on such a big piece of land, there was so much that was done in that property that was not originally underwritten. It reminds me a thing like Pembroke today. It reminds me of things like Rosemont today, the things that we've been able to do that you can't quite underwrite, but because they are dominant community-based centers that got drop on the large areas, we want to keep it going. And with what's failing around it and some of the challenges of the inside mall space around it, it's looking stronger than ever.

The next question comes from Hongliang Zhang with JPMorgan. Please go ahead.

I guess as I look at your redevelopment pipeline, most of your redevelopment expansion projects are expected to stabilize by next year. When should we expect you to start activating future projects in your pipeline?

Yes. It's a great question and one that we spend a lot of time around here doing. Obviously, the higher cost of money means a higher level of return threshold. And so really what it's about for us and this, I think, is different than most people is we do have the ability to do, given the residential entitlements that we have, given the amount of redevelopment on retail properties with an additional residential component, that's something where you've got rates that change every year. You got year leases. And so the notion of being able to get something started for a few years from now and having it move in is much more likely in that category than it is obviously when you're talking about some other piece of real estate. So you'll see more of those redevelopments, retail redevelopments that we do on our existing properties. That will continue and will start -- will pick up again next year. But you'll also see some of the larger stuff, I think, later on next year with respect to particularly residential opportunities within the portfolio, places that we've already created that retail environment to be additive to.

At this time, I am showing no further questions. And this concludes our question-and-answer session. I would now like to hand the call back to Leah Brady for closing remarks.

We look forward to seeing many of you in the next few weeks. Thanks for joining us today.

The conference has now concluded. Thank you for your participation. You may now disconnect your lines.