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Earnings Call: Q1 2021

May 10, 2021

Speaker 1

Good day and thank you for standing by. Welcome to the First Quarter 2021 Simon Property Group 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. And please be advised that today's conference is being recorded.

I would now like to hand the conference over to your speaker today, Tom Ward, Senior Vice President, Investor Relations. Please go ahead.

Speaker 2

Thank you, Laurie. Thank you all for joining us this evening. Presenting on today's call is David Simon, Chairman, Chief Executive Officer and President. Also on the call are Brian McGade, Chief Financial Officer and Adam Roy, Chief Accounting Officer. Before we begin, a quick reminder that Statements made during this call may be deemed forward looking statements within the meaning of the Safe Harbor of the Private Securities Litigation Reform Act of 1995, and actual results may differ materially due to a variety of risks, uncertainties and other factors.

We refer you to today's press release and our SEC filings for a detailed discussion one of the risk factors relating to those forward looking statements. Please note that this call includes information that may be accurate only as of today's date. Reconciliations of non GAAP financial measures to the most directly comparable GAAP measures are included within the press release and the supplemental information and today's Form 8 ks filing. Both the press release and the supplemental information are available on our IR website at investors. Simon.com.

For those who would like to participate in the question and answer session, we ask that you please respect our request to limit yourself to one question and one follow-up question, We might allow everyone the opportunity to interest the opportunity to participate. For our prepared remarks, I'm pleased to introduce David Simon.

Speaker 3

Good evening. I'm pleased to report that our business has significantly improved After having addressed the impacts from COVID-nineteen, including the restrictive governmental orders that have forced us to shut down as well as reduce our operating capacity. Thankfully, those restrictions are now being lifted. I'm pleased to report our continued improvement in our profitability and cash flow generated for the Q1. 1st quarter funds from operation was $934,000,000 or 2 point $0.48 per share.

FFO increased approximately $150,000,000 or $0.31 per share compared to the Q4 of 2020. Our international operations continue to be affected by governmental closure orders and capacity restrictions. And in fact, the quarter was negatively impacted by approximately $0.08 per share compared to our expectations given the closures that have occurred internationally. We also recorded additional COVID impacts In the Q1 of approximately $0.07 per share from based upon basically domestic rent abatements and uncollectible rents. We generated $875,000,000 in cash from operations in the quarter, which was an increase of 18% compared to the prior year period.

We collected over 95% of our net build rents for the Q1 and our in line tenant collections are back to pre COVID levels in the approximate 98% range. Our operating metrics in the period were as follows: mall and outlet occupancy at the end of the first quarter was 90.8%, down 50 basis points compared to the Q4 of 2020. This 50 basis point decline for the quarter It is approximately 75 basis points less than the average historical seasonal decline From the Q4, the Q1 average base rents was $56.07 up 60 basis points year over year. Leasing spreads declined for the trailing 12 months, primarily due to the mix of deals that have fallen out of the spread calculation that have resulted in an increase to the average closing rate by approximately $8 per square foot for the trailing 12 months. Pricing continues to improve with the average opening rate per square foot for the trailing 12 months of approximately $60 per foot.

And as you can see in the lease expiration schedule, included in our supplemental, Our expiring rents for the next few years are less than $60 per square foot. Keep in mind That the opening rate included in our spread calculation does not Stances in addressing tenant COVID negotiations last year. We, in certain cases, agreed to lower our initial base rent in exchange for lower unnatural sales breakpoints, allowing us to participate in the improved sales performance as the economy recovers. Now we think That will end up being a very smart move on our half. Those deals are included in the average opening rate at the lower base minimum rent and does not include our estimation of what The percentage rent could be and we'll obviously believe those contributions in time We'll add to our cash flow.

Leasing momentum has continued across our portfolio. We signed 1100 Leases for Approximately 4,400,000 Square Feet, and we have significant number of leases in our pipeline. Our leasing volume in both number of leases and square feet was greater than the volume in each of the Q1 of 2020 2019. The improving domestic economic environment, shopper sentiment have increased shopper foot traffic and sales across our portfolio. As I mentioned, increased in traffic for our open air and suburban centers has been very encouraging And retail sales continued to improve across the portfolio, with higher sales volumes in March compared to 2019 levels.

We opened West Midlands Designer Outlet, our second outlet in the United Kingdom in early April. This was behind schedule. It was supposed to open in the fall of 2020, but was delayed due to COVID restrictions. We're pleased that this has now been lifted and we're now able to open and serve the shoppers. During the Q1, we started construction of our 5th premium outlet in South Korea.

We're excited about that opportunity. And hopefully, by now, With respect to our brand and retailer investments, you've seen that we've been able to Add significant value there. Our global brands within Spark outperformed There are plans in March April on both sales and gross margin led by Forever 21 and Aeropostale for the 2 months combined, Spark outperformed the sales plan by more than 135 $1,000,000 and our gross margin plan by more than $75,000,000 And we're also very pleased with the J. C. Penney early results.

They continue to be above our plan. Our company's liquidity position at Penni is strong at $1,200,000,000 and balance sheet is in very good shape with leverage of less than 1 point 2x net debt to projected EBITDA. We continue to add new brands to the JCPenney portfolio, and we expect growth to be our focus going forward. Just a quick update on Taubman. We're very pleased with our partnership and the results in the Q1.

Our teams have collectively shared and implemented many best practices and are adding value to the assets. We expect to step up redevelopment plans with mixed use opportunities throughout their TRG portfolio. Capital Markets, very similar to what we always do. We're very active. We completed $1,500,000,000 senior note offering at 1.96 percent weighted average term of 8.4 years.

We also completed a $750,000,000 euro note, shouldn't say dollar, at 1.8 percent coupon at a term of 12 years. We used those proceeds to completely repay the $2,000,000,000 unsecured term facility associated with the Taubman deal as well as pay off our $550,000,000 senior notes. We've also refinanced 6 mortgages for 1,300,000,000 our share of which is $589,000,000 at an average interest rate of 3.36. That market is continuing to improve. And at the end of the quarter, with all this activity, we have $8,400,000,000 of liquidity consisting of $6,900,000,000 available on our credit facility, dollars 1,500,000,000 of cash, including our share of JV cash.

And reminder, that is net of $500,000,000 of U. S. Commercial paper outstanding at quarter end. We paid $1.30 per share in cash in terms of our dividend on April 23. And then finally, as you've seen, given our Q1 results, We are increasing our full year 2021 FFO guidance from 9.50 dollars to $9.75 per share to $9.70 to $9.80 per share.

This is an increase of $0.20 per share at the bottom end of the range and $0.05 at the top end of the range or a $0.13 increase at midpoint And that represents a 6.5% to 7.6% growth rate compared to our 2020 results. So in conclusion, pleased with the results, encouraged with what we're seeing in terms of sales, traffic, retail demand, facility. Ready for questions.

Speaker 1

Our first question is from Rich Hill of Morgan Stanley. Your line is open.

Speaker 4

Hey, David. Good afternoon. I had a quick question on the guide. Look, we've argued that the guide Looks pretty conservative because I think if you assume no NOI growth versus 2020, you can sort of get to the high end of the prior range. And so the revision looks fairly conservative to us.

I recognize there were some lease termination benefits in this quarter. So maybe you can just walk us through how you think about the cadence of that guide in 2Q, 3Q and 4Q.

Speaker 3

Well, Rich, you can't blame us for being conservative, can you?

Speaker 4

After what we've

Speaker 3

dealt with for 14 months, we did not just a couple of things. We the lease settlement income was kind of in our plan, 1. On the other hand, We did not when we gave our initial guidance, we did not expect the negative results That we saw in Europe, primarily of $0.08 So that hurt us by $0.08 And That's still going to underperform given the restrictions for the rest of the year Because that lockdown immediately took a lot longer and lasted a lot longer. So unfortunately, in Europe, they're still dealing with COVID. That will have an impact.

And then I would say we as you know, in the Q1, we did still have some abatement and some bad debt, so to speak, that also affected us to $0.07 So We still think we're there may be some further activity in that. We don't know. It's pretty much behind us at this point. But we're conservative. We've got Europe.

I think the comp NOI, we didn't give you a number, but we expect in the U. S. To do better than what we initially thought. And I hope you're right. I hope we're conservative, And I hope we do better than what we're guiding to, but it's just been a traumatic

Speaker 4

Understood. I have one follow-up question. Hopefully, I'm not putting words in your mouth, but I think on the last earnings call, You had talked about total core portfolio ex Taubman being in the 3% to 4% range for 2021. And I know that total portfolio was plus 4 in this quarter, including Talvin, if I read it correctly. So how should we think about the total portfolio growth going forward, recognizing you haven't guided?

Is that 3% to 4% still accurate, meaning that there should be a pretty significant ramp over the next several quarters?

Speaker 3

Well, let's separate the 2. I think when we talked about our comp, we thought we were going to be in the 4 ish range, Just comp, excluding Taubman. So to be clear, at least that's what My intent was when we had our year end call, we expect to be a little bit above that. I mean, we still don't know, As I mentioned to you, because of COVID and some of the negotiations with retailers, we're betting a little bit more, So to speak, on the come because of the sales aspect of it, but we would hope to be around 5% on that As we look at it and then Touthend, we're just putting that in based on our plan. They're off to a pretty good start And that's where you get the portfolio numbers.

So the comp NOI should be in the 4% to 5%, hopefully on the high end of that range. And then we itemized Taubman because we didn't want to confuse people. We're just going to show you those results. Then next year, 2022, we'll just have the TRG portfolio on our comps. So You'll see TALF in the rest of the year the way it's outlined.

Speaker 4

It does. I can follow-up with Brian and Tom offline on some wonky accounting questions, but that's helpful color. I'll get back in queue.

Speaker 3

Okay. Well, I pride myself in being a wonk. So if you're ever bored, you can call me anytime.

Speaker 4

All right, sir. Thank you. Talk soon.

Speaker 5

Thank you.

Speaker 1

Our next question is from Steve Sakwa of Evercore ISI. Your line is open.

Speaker 6

Thanks. Good afternoon. David, I was wondering if you could just comment a little bit more on kind of the leasing momentum and You talked about the 4,400,000 feet done in Q1. Maybe just give us a little bit more color kind of what the pipeline sort of looks like, what types of tenants are you seeing, Is there a focus, whether it be food, whether it be on apparel, whether it be on entertainment? Just what are you seeing on the leasing today?

Speaker 3

Well, keep my fingers crossed, but we're actually seeing really good demand across the board. Very interestingly, the restaurants demand is At the very high level, we're seeing a lot of restaurant tours That for some of the space that was vacated, they want to come in, retrofit it, get open quicker. So we're seeing really good demand there. I think some of the strong retailers are growing their business Significantly, American Eagle is a great example. Urban Outfitters is another great example of Two companies that just popped to mind that have we have multiple deals in the works on.

We're probably 80% done, Steve, on our renewals thus far. And I'd say, we generally feel pretty good And much better than we felt in a long time. And I just think the We're seeing a resurgence in brands. So let's take a great example of You know a company Crocs. Crocs was hot a decade ago.

People thought it lost Since Mojo maybe an ad, it's now killing it. So we're seeing footwear, we're seeing apparel, We're seeing another a lot of brands in the that are new, that are coming into the They want great retail real estate. So I'm seeing basically a resurgence Across the board, and our team is very, very active. We're also seeing demand from Pretty good results are coming that I think you'll start to see in the upcoming quarters.

Speaker 6

Okay. Thanks. And I guess that sort of dovetails into sort of my follow-up. When you think about kind of the occupancy trend, and I appreciate your comments That's a drop sequentially was maybe less than what you'd normally see seasonally. But do you feel like occupancy at this point is now at the bottom and You start to see that kind of improve throughout this year into next year and then same with kind of leasing spreads.

Does this kind of mark the bottom here in leasing spreads?

Speaker 3

Well, again, I think we gave a rather lengthy explanation on leasing spreads. The thing I would focus on, it is mix driven. So that's the first point. The other thing is, as part of COVID, We were doing renewals, where we had lower base rents and more natural break points, which I think, Hopefully, based on sales trends, we're going to actually have made a pretty good bet on that. So I don't think you'll see that as the mix changes and gets more stable, and that's why we pointed out that kind of what you see expiring, I would hope for that you'd see that essentially that decrease go away with time as that goes out.

So that's the first point. And then I think occupancy, I would think we would see improvement clearly where we were at the End of last year by the time we get back up to year end. So I would expect a reasonable improvement on 2020 versus 2021. We're not going to get back to 2019 levels in 2021. We look kind of more at 'twenty two, 'twenty three level, but that's a little bit of a guesstimate.

But the demand, Frankly, I don't want to oversell it. That's not my style. But I mean, We've got and I don't like naming names, but even though I named 2 already, We're just making deals with across the board with a bunch of people. We do have some still have some difficult relationships and negotiations that we're dealing with. And again, I won't name names, but So to the extent it's not the occupancy uptick is not as robust as you think.

It's primarily because we've taken the tactical response that look, We're not going to if they're not paying what we think is fair, we're just rather sit on empty space. And that's a judgment that I hope investors will appreciate that having Done this for quite some time. We're not always going to get it right, but the fact of the matter is we're going to try and do fair deals, but to the extent that it's To one-sided, we're just going to we'll sit on the space. So we still have a few of those kind of scenarios That will probably play out in 2021.

Speaker 6

Great. That's it for me. Thanks.

Speaker 3

Thank you, Steve.

Speaker 1

Our next question is from Caitlin Burrows of Goldman Sachs. Your line is open.

Speaker 7

Hi, there. Maybe just following up on the occupancy points. So lease termination fees were significant in the quarter, and I think you mentioned that was kind of your plan. What makes you comfortable allowing this tenant or multiple tenants to move out early and Simon take that termination income rather than keeping them in occupancy?

Speaker 3

Yes, that's a really that's really an art that's a Good really good question. It's really an art versus science. It's really a function. We don't really like to do it, But in some cases, we think the space is really good and we'll be able to ring the bell on the lease termination income and then lease it up. And so we get the benefit of both.

If I get the present value of that lease stream more or less and then I have the space to lease. That's pretty good business for us to do. And that's the case, that's what we saw in Q1. So we basically, in a lot of cases, took the net present Near 100% of the net present value of that lease, got the money, got the cash, Then we have the space and then we'll lease it up. That's pretty good, Caitlin.

That's pretty smart to do, pretty thoughtful to do. Our space isn't going anywhere. Our malls aren't going anywhere. There's still great real estate. Demand is picking up.

In some cases, we'll that's the kind of trade we'll make. We're not taking real discounts in NPV. And obviously, we're very sophisticated in running the math to see what the fair deal is.

Speaker 7

Okay. And then maybe on the acquisition front, Simon raised equity later in 2020, and I think some of it was earmarked And is there any commentary on whether you're more interested in potential U. S. Or international properties?

Speaker 3

Well, I think We have built a great portfolio over a long period of time. We don't need anything to continue to run Profitably and grow our earnings now after having dealt with 14, 15 months Of COVID. On the other hand, if there's some few properties here and there that make strategic sense, we're We'll enable buyers of that. The sellers, they ebb and they flow and sometimes their expectations aren't Where we think they should be, obviously, we're very active with Talend. We think that's going to Turn out to be a very, very good deal for everybody involved.

So it's not like we haven't just done a significant transaction. And we think there's lots of upside in the portfolios. We Work with the Taubmans to recover from COVID. So we're We've got our eye out. We've got a great network.

We can always enhance it. But we also were looking at content. And we're What do I mean by content? Well, you'll see as we Point out to the value creation in some of our content deals over this year or next, You'll see our ability to create significant value off balance sheet That I think helps us with content and what we're trying to do in terms of positioning our real estate for the future.

Speaker 7

Okay. Thank you. Sure.

Speaker 1

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

Speaker 8

Hey, good afternoon, David. How are you?

Speaker 3

Good. How are you doing?

Speaker 8

Fabulous, fabulous. Earnings, we got a bunch of stuff still going on. Life is good. So two questions here. Saw the Eddie Bauer news and if my ability to read English is correct, it looks like you did that in the traditional So a 2 parter for my first question.

Just I know last time on the call, you said the SPAC We'll do a lot more than just traditional retail, but maybe just walk through thoughts on how stuff goes into just remind us how Stuff goes into the ABG wrapper versus the SPAC. And then 2, the disclosure on Page 16, which you guys have had for a while, But it does show the benefit from these retail investments starting to come through, which really shows that, hey, these things are making money. But to that point, just sort of curious, How much of the brand's NOI is coming from Simon Centers versus coming from non Simon Centers?

Speaker 3

Well, we don't really go through that. But no, these are retailers that have Essentially a very broad portfolio. And so they get a lot of their profitability From stores and e commerce outside of our portfolio. So just to Touch on your last one. So just a quick note on Eddie Bauer.

So Eddie Bauer, We will partner with ABG to buy the IP, which we think is terrific. It's been around 100 years, celebrated 100 year anniversary, I think, last year. It was the 1st company to create the down jacket. And In 2019, it did $786,000,000 in sales, and we are buying the IP at A fraction, a lot less than one times. And if you look at where brands Are being priced, you will have noticed that we did a we'll do a great deal.

In edition. We are buying, SPARC World by the operating company, Which we're partners with ABG on for essentially the working capital. And they'll operate the stores, and we think, again, they're going to add $30,000,000 to $40,000,000 of EBITDA to Spark. Spark this year projected will do about $130,000,000 of EBITDA. That doesn't really come through We have depreciation.

We don't add that back for FFO and the like. But So Spark is doing fantastic. Eddie Bauer adding That to Spark will be really beneficial. And then We're beginning to create kind of a whole outdoor apparel With the brands that we have with Nautica and so on. And then I think the IP of Eddie Bauer We'll be we'll have growth associated with it under the ABG umbrella.

Speaker 8

But as far as like your thoughts of this going into there, like so is the stack really just for more like Technology or efficiency cost investments, not retail?

Speaker 3

Well, This is not in the spec. The spec is available to do kind of what we told the market, Things outside, but this is like a core ABG Spark transaction that The synergies associated with folding this into Spark, doing the following the same Game plan that we've done with all the other brands we bought is essentially a no brainer.

Speaker 8

Okay. Second question is, David, ESG, certainly a growing investment outlook and a lot of funds looking for it. But Yes, there's more talk in retail about the efficiencies of physical versus online. Clearly, individual boxes being shipped, it intuitively doesn't make sense. Driving trucks, whether gas or electric, Your neighborhood doesn't sort of compete versus bulk shipment to the malls and shopping centers.

So What are you guys doing to address this, not just on the white paper you did a few years ago, but more collectively, whether individually or industry to really highlight and showcase the environmental benefits of physical retail to the investment community and to the local communities as a whole Versus just what the industry has done before, which as I say, you've done the white paper, etcetera.

Speaker 3

Well, Alex, This reminds me of the if you can sense hesitation, It's because you can sense frustration. Physical shopping unquestionably Is better for the environment than e commerce. And we have written studies on it. We have discussed it. And right now, nobody cares.

It's our job to have the communities care. And I think part of Why people cared less was obviously because of COVID and priorities were focused elsewhere. But I think it's a real focus for us in the future to explain the merits of our physical footprint And what it means for carbon footprint of physical stores, visavisecommerce, Not to mention all of the energy costs, server costs, etcetera, packaging, You can go on and on and on about the cost associated with the carbon footprint of e commerce Compared to physical, and I will refute anyone and I think others have tried to say that e commerce Has a less carbon footprint. That just is not true. So but we have our job to do much reminds me, We got to get the governments to care.

We got to get governments to act. And it reminds me I've been around enough to know that e commerce, Internet sales, taxation, We talked, we talked, we talked. Everybody said you're right, you're right, you're right. Nobody did anything until Thankfully, the Supreme Court overturned the Quill decision to level the playing field. There is no reason, in addition to that, That retail real estate should be tacked 10 times What warehouse and distribution facilities are taxed?

10 times. But hopefully, When we give our pitch to local jurisdictions, real estate assessors, government authorities and so on, They will care. We do. And but we I'm open to ideas on how to get the message out. The message is clear to me.

Hopefully, people will care.

Speaker 8

Okay. Thanks, David.

Speaker 3

Thank you.

Speaker 1

Our next question is from Michael Bilerman of Citi. Your line is open.

Speaker 9

Great. Good afternoon, David.

Speaker 3

David, I want to

Speaker 9

ask you about sort of development and redevelopment spending. You're obviously, I think enthusiastic as All of us are about the recovery and everything that's happening. How do you think about increasing the deployment of capital either into new assets or into existing assets. If you look on Page 25 of the supplemental, I think that $430,000,000 may be the lowest I've seen In years. And I think back, I think over the last decade, David, you put like $8,000,000,000 to work in your assets.

So How should we think about deployment of capital over the next couple of quarters or at least announcements of investing more capital When you also think about the investments you can make in Todman's assets, which I think the schedule excludes.

Speaker 3

Yes. It's Absolutely, a very valid observation. I mean, with COVID, we shut things down. We've frankly stopped construction in certain projects in midstream. 1 is because we had to because governmental orders.

2 is we didn't necessarily see Any light at the end of the tunnel when you basically have 230 properties shut down across the country. So The good news is, we were able to do it. We did it without incident. We did it adjusting, fairly, appropriately. And now we're Starting back up, Michael.

We're still going we're still a little conservative on that front, primarily. We still have concerns about we just want to make sure we're through the COVID crisis that we've all had to deal with. But it is a goal of ours and a focus of ours To crank this up, now the good news, it's there, it's ready. We've rethought some projects. I think I mentioned this last time, a couple of the California projects, we had more retail than we probably will now.

And we're evaluating supply and demand when it comes to other mixed use components of it. The good news is, without question, the silver lining in surviving this Very tough time for all of us. Has been that the it wasn't too long ago and it's like crocs. It wasn't too long ago where Suburbia was like forget about it, right? So To me, and I mentioned this, I don't know, 2 calls ago, suburbia is hot.

Suburbia is the place to be. And we just happen to have a lot of great well located suburban real estate that we I tend to take will tend to take advantage of. And I don't think this is a short term scenario. I think this will play out for several years. We've got some really good stuff and the redevelopment pipeline will pick up.

And I think our experience and knowledge and execution will clearly help. The Taubman portfolio is great suburban real estate more or less. And there'll be great opportunities To add to that, we're already working on, as an example, They have a big development in Cherry Creek, which will end up being a major mixed use opportunity for the For TRG, that we're there to help the partners sort through as it develops.

Speaker 9

So when we're thinking about this slide at the end of the year, do you think it could easily be at, let's say, a $2,000,000,000 run rate When you include Taubman in all the projects that you're accelerating, I'm just trying to get a sense of how much and also just given your overall enthusiasm about the results and where you see traffic and sales and leasing, I'm just trying to get a sense of how much that will translate into incremental capital Above and beyond what you've already identified here.

Speaker 3

Well, again, it's all valid questions. I would say to you by year end, And this is a guest and Brian is looking at me shaking his head no. But I would when you look and We've got a couple of things in Europe that we'll probably do. I when you put it all together, I would say, again, the spend will be over a year Plus, we'll end up having a pipeline probably at about $1,000,000,000 of stuff that we'll have committed to by year end. Again, don't hold me to that number, but That would be kind of my gut feel.

Yes. There'll be some that

Speaker 10

we'll talk to Michael, so don't forget about that piece of it. So if we project that get delivered through the year, that will ultimately reduce That number.

Speaker 9

Right, right. And then just as a follow-up, clearly, there's A lot of people going out and doing things and I don't know if it's revenge shopping or stimulus shopping, but there are certainly much more people going out and shopping. How are you able to discern how much of this is just that, just like we've been stuck So we're now for so long, I just need to get out and do something, I want to go shop versus something that's longer lasting. And are you able to sort of tease out anything from The data analytics in terms of dwell times or conversion rates or any certain retail categories that are seeing More long lasting benefits than maybe one type of shot in the arm.

Speaker 3

Well, I think that's the big question, right? So that's why We continue to be conservative because between being cooped up, between being Lockdown between the stimulus, between celebrating That we're the country is still around and we're still going to try to get back to normal. There is clearly some level of euphoria around that. It would be impossible for me to tell you what percent that is, but that's why we We're being conservative. On the other hand, we're still seeing pockets of the country that haven't really Haven't seen that yet.

Who? California is a great example. Parts of the New York region. There's still no international tourism, Which we would expect to see in 2022. So even if it kind of like Stabilizes or just kind of normalizes.

There'll be other pockets that I think will pick up As the entire country reopens, I mean, let's take California versus Florida. I mean, Disney World has been open 9 months and Disneyland, I think, just opened, right? So California has a 9 month lag. And we've got real presence in California. As you know, that we'll see the benefits of and then I and don't underestimate, I do believe, Assuming and this is a global issue, but I do think people are going to start to travel again globally, probably won't happen much until End of this year or certainly in 2022, but we're going to see a pick of that pickup of that.

We might see that in Europe just because the Chinese have stayed at home. If the Chinese come here, we could see that here. So there are elements that will pick up the slack to the extent that The last couple of months have been really nice to see.

Speaker 9

Yes. Okay. Thanks for the color, David. Sure.

Speaker 1

Our next question is from Derek Johnston of DB. Your line is open.

Speaker 11

Hi, everybody. Thank you. Hi, David. So we touched on this a bit, but our store checks are pointing to a pretty high level of online order fulfillment from the mall or the retail store itself. And is this a tenant last mile approach that you're seeing gaining any type of traction?

And especially since distribution space has gotten so costly, are retailers talking about this? And could there be a growing trend at work here, kind of the merger

Speaker 3

Well, there's no question that most of the Decatur retailers really want to be, I don't want to use all the buzzwords, but seamless between online And ship from store, pick up in store, all of that stuff. It's interesting, when we talk to retailers, The majority want to do that. Some like to facilitate still in the distribution facility. So It's not uniform across the board, but they all want a seamless experience. They want to be able to offer Clearly pick up in store or deliver from store.

In a lot of cases, with shipping and delays, That's much more advantageous to them. A handful Would prefer to execute out of their distribution facilities, but I'd say the vast majority are moving toward seamless pickup, shift from store, using that as, so to speak, Ability to fulfill from the physical stores is a real advantage to them In terms of delivery cost and so on. So yes, though there's a few that find it more efficient to do otherwise. Yes, it's like everything else in retailer. There's not one size fits all, but it's a good trend.

And I think they need their footprint. With the connection for the retailer, lots of retailers will tell you that not to be repetitive, but As we've said and others have said, look, when they close a store and that's their store in that marketplace, they lose the e commerce business Or vice versa, when they open a store, their e commerce business goes up. So they look at it in totality, I think with all the ability now to study the consumer better with all the data, you're able to do a much better job.

Speaker 11

Thank you. That makes sense. Could you expand on some of the early reads from the J. C. Penney investment?

I know you spent some I am on Forever 21 and Arrow and even called out JCPenney briefly. What Are you seeing importantly at JCPenney, how have the trends held up there? Are there any remerchandising wins or early successes that you'd like to expand on.

Speaker 3

Well, I think we've been mostly like all of our deals when we buy a retailer out of bankruptcy, We're in the stabilization mode and the capital preservation mode. We've accomplished Both of those already, as I mentioned to you in the call, we've got $1,200,000,000 of liquidity and an undrawn ABL. So we're in good shape. We are bringing new merchandise brands to it. But importantly, some of the other brands that were nervous about us, When I say nervous, not about Simon and ABG, but nervous when you go through a bankruptcy, Reestablishing those relationships and giving The vendors comfort that we're going to be around and able to pay for the goods has been really rewarding, and We're seeing more and more confidence from the vendor community.

So because when you go through bankruptcy, Not only landlords get burned, but vendors get burned. And so it's very important for us as new owners taking Penni out of bankruptcy that we give the vendors comfort that we're going to be around to do it. Now The ultimately move toward growth is the future of what we're working on. We're not there yet. We stabilized it.

We are bringing in new brands. We've got lots of ideas in What to do there, but the first goal is to right size the company, Strength in the financial capabilities, repair any vendor relationships that we need to do, Stabilize the morale and so on. Obviously, that's harder to do in COVID when people are working remotely. But we've I've been proud of the execution and so far the results. Our plan is above Where we thought it was going to be, so that's very encouraging.

But in order to turn J. C. Penney into a 21st Century retailer, that's still work in progress.

Speaker 5

Understood. Thanks, David.

Speaker 3

Thank you.

Speaker 1

And our next question is from Craig Schmidt of Bank of America. Your line is open.

Speaker 12

Thank you. I'm thinking about sales per square foot. If you were to annualize 1Q sales, Are you within spitting distance of your pre COVID sales per square foot? Or is there still a way to go?

Speaker 3

Well, the best, I would say, depends how far you spit, Craig, okay? If you play It depends if you play baseball or not. And what do they call that when they have the diligence you? What is it? Splatoon, that's the word I'm looking for.

So just to give you a sense of The best way for us to look at it is March of 'nineteen To March of 'twenty one. I mean, we're way over March of 'twenty. I mean, we're 130% above March of 2020, but put that aside because that I would say to you when you put it all together in March of 2021 compared to March of 2019 comparable, so same basically stores. We're like a little under We're like minus 7%, 8%, okay? Now I think April will be ahead of So when you look at April March together, I think we're going to be ahead of sales For April, March of 2019, April, March of 2021.

Okay? Is that helpful? Yes. That's very helpful. And I think that's the way to do it.

So yes, I think we're in spitting difference, and I think we'll be ahead by as April sales I'm rolling in. If you put the 2 months together, we'll be ahead.

Speaker 12

Great. And then I know you were talking earlier about possibly ramping up Redevelopment and Developments. Would you think more would be spent on mixed use efforts or anchor repositionings?

Speaker 3

I think we'll end up given the move towards the suburbs and what's happening there And away from CBDs, I actually I mean, again, this is just a gut feel. So I actually think they'll probably be more toward mixed use. I really do.

Speaker 12

Okay. And then just finally, Are you planning to introduce a lot of your Spark brands into JCPenney, like Felicia, Eddie Bauer Department in J. C. Penney's future?

Speaker 3

I think it's not just Spark Brands, but it Could be ABG Brands. Remember, ABG owns a lot of they have the IP for a lot of different brands. So the answer is, without question, There'll be it takes time obviously to design it, manufacture it and get it in there. But I would think in 2022, Maybe even late 2021, we'll start to see a lot of the ABG brands end up in J. C.

Penney.

Speaker 12

Okay. That's it for me. Thanks.

Speaker 3

Thank you, Craig.

Speaker 1

Our next question is from Flores Van Dijkom of Compass Point. Your line is open.

Speaker 13

Afternoon, guys. Thanks for taking my question. David, maybe obviously, very encouraging so far, talking about comp sales of 4% to 5% this year for your historical SPG portfolio. Presumably, Tom is going to see something similar. Are you working on any initiatives in the TRG portfolio?

I'm thinking more of one of the things that sets SPG apart from some of its peers is your focus on specialty leasing, kiosks, things like that. Is that going to be more of an element In the TRG portfolio, are they going to be remain a more traditional high end retailer. Or do you where do you see the revenue opportunities in TRG in particular? And could that same store growth Actually be higher as a result of not having some of these things that SPG has had in the past.

Speaker 3

Yes. I think the short answer is without question. We've actually they it wasn't that they were First of all, you can execute any program we have and still maintain a high end mall. But put that aside, the we just have this we just have a lot of We have a lot of resources to bear. I mean, we've got a big field operation.

We're basically in most All of their markets. And I think by doing local leasing, specialty leasing sponsorship At the rate and at the level that we do, we're going to see significant upside in TRG. And in fact, We basically implemented in many cases The existing SPG sales force, for no better word, to start Selling our product to that portfolio. So that's actually Then implemented and we're at work on it. So and the working relationship to execute that was honestly great And a lot easier than what I had to deal with Chelsea folks when we came in.

Okay. So And I think it's been very it's been the relationship, the Coordination on leasing and development, me and Rick and the talitmans Doing all of that stuff has been excellent. And yes, the short answer is There is upside and we've got they were limited in resources, frankly, to do it, not out of Neglect or out of a different point of view. I just didn't have The people, the scale that do it, here we go. So we're ready.

And we're doing things like insurance You know that we have more scale to bear. So there's all sorts of those things that we're bringing to bear without with open arms on both sides. So I do think that portfolio will have a little bit higher uptick with time Then probably yes, because we already do it, and they don't. So we'll hope to see some of the benefit of that in the future.

Speaker 13

Great. Thanks. And maybe one follow-up. If you could maybe comment, you're now on both sides of The table, if you will, you're the landlord and yet you also own these retailers. Does your confidence that you're exuding in this call Partly stemmed from the uptick that you're seeing in the retailers that you've made an investment in.

And maybe if you could share some of the growth in Maybe sales for those retailers. And you sort of commented a little bit about that, but The growth in EBITDA that you potentially see going forward for the retailer part of your business.

Speaker 3

Well, I mean, obviously, that's data that helps us. So I mentioned in the call, Forrest, that literally just 2 brands, 2 brands in Spark, Forever 21 and Aeropostale are literally 135,000,000 Over their plan already. Now their February wasn't as great. As you know, remember February had a lot of uptick in COVID, but And so it's short. I mean, it's a great reference point, and it does give us confidence.

We're seeing similar good results in Penny. But importantly, our guys across the board talk to all sorts of retailers, From luxury to moderate to department stores, people are feeling pretty good. And look at the retail stocks. I mean, the retail stocks have blown past us. I mean, I had Tom do a thing for me.

We're still below our COVID Pre COVID price, yet the retailers are, in many cases, 200% higher Than what they were. So the answer is yes, we have a lot of data. We understand the consumer better than ever. But importantly, we have content now that It allows us flexibility and knowledge that we didn't necessarily have before.

Speaker 5

Thanks, David.

Speaker 3

Sure.

Speaker 1

Our next question is from Mike Mueller of JPMorgan. Your line is

Speaker 9

open. Yes. Hi. In terms of the $0.07 of COVID reserves and abatements, was there any prior period collections that were

Speaker 3

Nothing material. We did collect deferred rent of how much, Brian?

Speaker 10

Yes, the deferrals, we collected $100,000,000 of previously deferred rents. But that was earnings that we recognized last year. It was simply working capital adjustment, Michael.

Speaker 3

Yes. So that didn't flow through the P and L, but it's always good to see a collection of deferred rents. So but no, Not anything noteworthy at all there, Mike.

Speaker 9

Okay. That was it. Thank you. Thanks.

Speaker 1

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

Speaker 14

Hi. Just looking at your NOI overview disclosure on Page 16, it looks like your share of NOI from retailer investments And also corporate and other NOI sources were down a bit sequentially. What was driving that?

Speaker 10

Well, Linda, it's Brian. With respect to the NOI from retailers, you're going to remember the seasonality of the retail business. Typically, Q1 is the low mark. And so you're actually seeing a positive contribution here relative to historical. Sequentially versus Q4, you would be down because the Q4 is obviously the biggest point in the year.

With respect to corporate and other NOI sources, we do provide the breakdown of that. What you see is the coming through that line is an increase in lease settlement income, and then offsetting that is some Further reductions from our auxiliary lines of business in the Q1 relative to the Q1 of last year. So Simon Business Ventures, those kind of businesses were down relative to a full quarter last year.

Speaker 14

Thanks. Just in terms of the strength in 1Q leasing, can you just talk about who the backfill options are? Are they existing retailers for more new to market.

Speaker 3

I missed the question.

Speaker 2

Backfill options in New Street?

Speaker 3

Well, there's a lot. I mean, it's there are I hate naming names, but You've got a lot of the B2C guys that are growing their business. I mentioned to you American Eagle is growing their business, Urban Outfitters is growing their business. So, we're it's really across the board restaurants, the luxury folks, Prada, Gucci, Louis Vuitton, I mean, it really is encouraging. You got It is really encouraging to see it not in one particular category, but across the board, Levi's, Route 21, Lauterock, I mentioned Aerie, Mark Jacobs, Bottega Veneta, San Juan, Spark It's growing some opportunities.

And you've got we had a Golden Goose open, Warby Parker, Craig Hoppers, a U. K. Outerwear brand. I really miss Rick when this happens, okay? So I'm going to have him come in for a cameo, okay.

I don't feel as good a job as Rick, but When it comes to that, but it is across the board.

Speaker 14

Thanks for that.

Speaker 1

Our next question is from Haendel St. Paul of Mizuho. Your line is open.

Speaker 13

I guess that's me. Thank you for taking the question. Hi, David.

Speaker 3

How are you doing?

Speaker 13

I'm doing well, sir. Hope you are too.

Speaker 3

Yes, thank you. So question

Speaker 15

on occupancy, and you talked a bit earlier about rebuilding the occupancy, the timeline. But I guess I was more curious Specifically from a cash paying perspective, I think you said you could be back in 2019, occupancy levels by perhaps 2022 or 2023. But when do you think We'll see the cash flow impact of that. Is that another year out, so maybe this is more like 2023?

Speaker 3

Well, there's clearly a lag impact, yes. So I think that's a fair statement. I mean, look, we've run lots of numbers. When do we get past our 2019 numbers? We're certainly not going to get there this year.

We're certainly not going to get there next year. Could it be 'twenty three, 'twenty four? Look, it's so dependent upon the economy and What's out there, but I think the ability to see that closer than what we thought A few months ago is there. So that's the goal. And we're every day, we're grinding to make that happen.

Speaker 13

Fair enough. Fair enough.

Speaker 15

Thank you for that. And just a couple of follow ups on the guide. I understand the restriction that is still ongoing and beyond your control in the international portfolio, but I was Maybe you could talk a bit about what's implied in the guidance for international this year. You mentioned the $0.08 drag in the Q1. Is that a level we should expect again in Q2 and when do you expect that to improve?

And also one for Brian, I was curious about the level of bad debt reserves you're carrying at the end of the Q1 here and perhaps maybe speaking to the broad industry exposure or probability of Cover some of that and anything implied in the guide. Thank you.

Speaker 3

Well, I'll do Europe. I mean Europe, we will see further impact in Europe Q2 against our plan. My guess It's probably in the $0.04 to $0.05 range, if I had to guess. And then I'm hopeful we'll be on plan The rest of Q3 and Q4 as it picks up. Now to the extent that There's anything like the U.

S. Where there's some pent up demand, we may see that May see a little bit of outperformance in Q3 and Q4, but We're not anticipating it, but clearly, we're going to see in the $0.04 or $0.05 range Compared to our plan and our guidance, the Europe and then when I talk about international, it's really Japan is the Squishiest because of COVID and their caution obviously with the Olympics coming up. Yes, that could be another couple of cents internationally.

Speaker 10

And now with respect to your other question About recoverability of the reserves. I mean at quarter end, we were appropriately reserved. As you heard us say that we did not get any positive impact in the Q1 from that, And that's our expectation from the balance of the year. The reserves that we're establishing, we expect to be true reserves and write offs, not a recovery.

Speaker 15

Okay. And that level again, sorry, what was that at the end of Q1?

Speaker 10

It was consistent with prior years. We're not giving out individual levels.

Speaker 15

Okay. Fair enough. Thank you.

Speaker 1

Our next question is from Ki Bin Kim of Churist. Your line is open.

Speaker 5

Thank you. Good evening. So just going to your top tenant list, noticed some decreases in store counts for at least for your top 5. Just a little bit of an open ended question here, but just curious if you can provide any color and Should we expect some further fallout?

Speaker 3

Well, I mean, look, I think all of the retailers We're very conservative in dealing with COVID. And if these leases happen to expire During that awful shutdown and the restrictions and all of that, I mean, they closed stores. So Yes. There's going to and like I said earlier, I mean, there's going to be a few retailers that we're not going to be able To find a happy medium with and we may lose their entire fleet. And that's I mean, we're ready for it.

And it's a lot of our expectations are already in those numbers. So we'll see. But yes, I think There'll be for some of the big retailers, they've announced public store closings. I don't want to get into which All of that's out there if they're public. But they're all sending their fleet.

And the fact of the matter is, If they do, they do. And we're used to leasing up space.

Speaker 5

Okay. And can you just comment about some of the lease clauses and language that's being used today for the new lease deals? And I'm just, in particular, more curious about if tenants have more out. I know you mentioned more percentage rent deals as they hit break points, but I'm just curious if there's some other language with regarding like future pandemics or things like that, that might CREF and variability.

Speaker 3

Not really. I mean, there's always a lease here or there with 20,000 plus leases. There's always some variability. But the reality is we During the COVID renewals, those were difficult to sit discussions. Everybody was under enormous pressure.

And in some of those cases, like I said earlier, we reduced our base rent to debt on sales. We'll see maybe we did a better deal than what we thought we had done at that time, okay? Believe me, I prefer to have had the higher base rent. But no one is There is no there is very few very focused on pandemic language And at this point, there's no material or even meaningful trend in that language. And I would say generally lease terms depends on the retailer, maybe In some cases, they're very similar to what they've been.

We're very focused on lease terms. We don't willy nilly just Do a deal to do a deal, and there's a lot of give and take. And I would say there's no real super trend that's going on in lease terms. There's always a give and take, but nothing of note That's that I think we should share at this point.

Speaker 5

Okay. Thank you. Sure. Our

Speaker 1

next question is from Vince Tibone of Green Street. Your line is open.

Speaker 3

Hi, good evening. How sensitive is

Speaker 16

your NOI this year to tenant sales? It would be helpful if you could provide some guidepost there. For example, just if tenant sales this year came in at 2019 levels, how different would it be if, let's say, tenant sales were 10% higher This year in 2019.

Speaker 3

Well, it is every it's very complicated. It's very complicated because it's lease by lease. It's where their natural or unnatural break is. It's when it hits. It's what they tell us, what we audit.

And so the simple answer, Vince, as much as I'd like to tell you, we don't really guide to that. We do it in our own budgets, but we're a big company, sophisticated company, lots of ins and outs. And I think that's how we want people to think about us as opposed to What the percent rent is here versus there, it kind of ebbs and flows. We like people to think about us a little bit in a more broader context.

Speaker 16

That's sort of like any rough ballpark, like is it a 20 bps impact if that 10% swing in sales or is it 2% or 3%? I mean Any kind of rough sense? I mean tenant sales, obviously, the kind of the one of the big markers we're following, but just trying to get a sense of how much it truly matters for No FFO or NOI this year.

Speaker 3

Well, I mean, I'd say simply if we end up at 2019 sales, we'd be happy. How's that? Stephen, Tom, smiling. Okay. Okay, fair enough.

Tom does not smile. It Takes them a lot to smile.

Speaker 16

One more for me. It looks like temporary tenants continue to take more space in the portfolio. Can you discuss the overall strategy as it relates to backfilling space with these lower rent paying temporary tenants and Just whether you expect the square footage leased to these temp tenants to move higher or lower from here.

Speaker 3

Well, look, I mean, frankly, Vince, we have more space. So because we've lost space. So remember, as you know, We don't add that into our occupancy unless it's a year lease. We also like again, we like doing business with local and regional entrepreneurs that are bootstrapping their way up to try and build the business. We've had I mean, our most famous retailer in that is Finish Line.

When they came in and It's finish lines from Indianapolis, but those guys started with one store And they grew. Obviously, they were just bought by JD Sports. But I mean, we don't know who the next finish line. We did the same thing with Lids, You know where they started with 1 or 2 stores. So you never know.

We like that business. It also Creates a uniqueness to the real estate and the local. I was actually just reviewing the book that our specialty leasing folks put together for me every quarter. The mix and The customer care that these people have with their communities is great. The product is getting better and better.

So it's an important part of our business. We have more space to fill Because of either bankruptcies or some of the larger folks, because of COVID reducing their store counts. So we're proud of that business. We like working with entrepreneurs. We like finding the next finish line, the next lids.

We don't know where it will be, but that's what our people try and do. And it also makes the real estate look and feel better Then a vacancy. And if you walk one of our centers, I hope you feel like Obviously, there's frictional vacancy because if you're building out a store, somebody is moving in or out. But I want people to feel like it's full. The last thing you want to do is you walk down Madison Avenue, You know there's kind of a problem there, right?

So when I when they walk them all, I want them to feel like It feels good. So it's just a good solid part of our business. I'm proud of what we do there, Proud of the people that we leased to, and that's a business we'll continue To Foster. And again, it's not always doesn't always work out for the entrepreneur and for us, but It's something that we like to focus on.

Speaker 16

Makes sense. Thank you for the time.

Speaker 3

Thank you, Vince.

Speaker 1

Our next question is from Juan Sunabria of BMO Capital Markets. Sir, your line is open.

Speaker 17

Hi, good evening. I was just hoping to touch on Michael Bilerman's earlier question on The development and redevelopment schedule. And just saw the expected yields come down a tick and a couple of the different buckets. And I was just curious if that was more of a mix issue or if The underwriting has changed on expected rents or the time frames have widened out as a result of the COVID. If you could provide any color, that would be

Speaker 10

Hey, Juan, it's Brian. This is simply mix. Every time we produce a schedule every quarter, there's projects that come in and out. And so it's a mix change over time from the 4th quarter.

Speaker 17

Great. And then a second question is just The retailer EBITDA contribution, I believe you spoke to a $260,000,000 number for 2021. Just curious on what your sense for that number is now kind of pre Eddie Bauer, if you have it handy.

Speaker 3

Well, Eddie Bauer won't close. It will be higher, but Eddie Bauer won't close probably until 2 months, Gabby. So it will be higher. How is that? Is that helpful?

So I think the $2.60 included our share of everything, Including Penny. So we're above that now. So we're going to hopefully, again, retail is It does have its ebbs and flows, but we're projecting to be greater than that already without Eddie Bauer. And then I think Eddie Bauer, once it closes, we'll clearly add to that. I mean, it's going to be a very good deal for Spark there.

I'm a little nervous because Spark my guys at Spark have done a great job. Mark Miller, CEO Dave Dick, CFO, Our thoughtful, conservative, great stewards of the brands, Great partners of me and Jamie Salter of ABG. I'm Just nervous because they were really excited about Eddie Bauer. And I'm like, you guys are never excited about anything. Now I'm nervous, okay.

But no, we think it's going to be a great addition. Hey, Juan, just one thing

Speaker 10

to point out, obviously, is relative to our retail investments, we don't add back Appreciation and amortization. So the FFO contribution is much less than the EBITDA contribution.

Speaker 17

Yes, got it.

Speaker 3

Thank you very much. Thank you.

Speaker 1

Our next question is from Greg McGinnis of Scotiabank. Your line is open.

Speaker 18

Hey, David. Just to maybe touch on that last question a little bit differently. On the last call, it was a $0.15 to $0.20 contribution FFO from the retail investments. So is it fair now that there's a higher number assumed for the contribution to guidance?

Speaker 3

Yes. I think that's to say. I don't know, Greg, what the number is off the top of my head, but it should hopefully, it will outperform our initial

Speaker 18

Okay. And then just kind of grounding out the guidance questions. Could you tell us what's Built in regarding additional lease cancellation income.

Speaker 3

Nothing material. For the balance of

Speaker 10

the year, nothing to be

Speaker 3

fair, Greg. Nothing really on our radar. Okay. Thank you very much. Thank you.

Thanks, Greg.

Speaker 1

There are no further questions on queue. And I will turn the call over back to David Simon for any closing remarks.

Speaker 3

Thank you. Thanks for your interest and all your questions and Look forward to talking to you soon. Take care.

Speaker 1

Ladies and gentlemen, this concludes today's conference call. You may all disconnect. Thank you.

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