Simon Property Group, Inc.

Greetings. Welcome to the Q3 2021 Simon Property Group, Inc. Earnings Conference Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operators since they're in the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Tom Ward, Senior Vice President, Investor Relations. Thank you. You may begin.

Thank you, Alex, and thank you 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 McDade, Chief Financial Officer, and Adam Roy, Chief Accounting Officer. 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 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 in today's Form 8 filing. Both the press release and the supplemental information are available on our IR website at investors.simon.com. Our conference call this evening will be limited to one hour. For those who would like to participate in the question and answer session, we ask to please respect the request to limit yourself to one question. And please introduce David Simon.

Our cash flow increased to nearly $3 billion a year today, consistent with pre-pandemic levels. We recorded increased leasing volumes occupancy gains, shopper traffic, and retail sales. Demand for our space from a broad spectrum of tenants is strong and growing, and our various platform investments continue to outperform. Third quarter highlights from funds from operation starts with $1.18 billion, or $3.13 per share, included in the Third quarter results were a non-cash after-tax gain of 30 cents per share from the contribution of our interest in the Forever 21 and Brooks Brothers licensing ventures for additional equity ownership in Authentic Brands Group. We now own approximately 11% of ABG and a loss on extinguishment of debt of 8 cents per share from the redemption of the $1.65 billion of senior notes. Our domestic operations had another excellent quarter. Our international operations have improved. However, the quarter was below our budget by roughly $0.03 per share, primarily due to various COVID restrictions. Domestic property NOI increased 24.5%. year over year for the quarter and 8.8% year to date. These growth rates do not include any contribution from the TRG portfolio or lease settlement income. And if you did include TRG and international properties, our portfolio NOI increased 34.3% for the quarter and 18.7% year to date. Occupancy was 92.8%, which was an increase of 100 basis points compared to the second quarter. Average base rent was $53.91. However, that excludes percentage rent, and if you included that, that would add actually another $7 to BMR. For the first nine months, we signed 3,500 leases for 12.8 million square feet. which was nearly three million square feet, or approximately 800 more deals compared to the first nine months of 2019. Mall sales for the third quarter were up 11% compared to third quarter 2019, up 43% year over year. Our sales are over 2019 peak levels. These results are impressive. in particular given lack of international tourism, which we believe will start to increase after the restrictions on international travel are lifted beginning next week. Our company's focus, as you know, is cash flow growth, which will allow us to fund our growth opportunities and increase our dividend. We would encourage the analytic community to focus on our cash flow and its growth because there are many levers that contribute to it beyond what is contained in one or two operating metrics. A simple case in point, our mathematical open and close spread has declined yet our cash flow has significantly increased. Leasing spreads are calculated at a point in time. We have studied the leasing spread metric across the various retail real estate companies and highlight the following. Spreads are significantly impacted by tenant mix. Our leasing spreads include all openings and closing, and it's not a same space measure. However, we believe many other companies use only this subset for their calculation. We do not include variable lease income in our spread calculation. Others do. And there's no consistency in approach. We intend to spend the next several months working to achieve uniformity on this metric, much like we did for sales reporting, although the shopping center sector still does not disclose any sales productivity for its retailers. Let's keep in mind that all of these metrics we need to put in perspective, and we encourage you to take this opportunity to refocus on the importance of cash flow. We opened our fifth premium outlet in Korea, and our tenth in Japan is under construction. Our redevelopment activity is accelerating. Northgate Station opened at Seattle Kraken Community Iceplex, and we have many developments ongoing at Phipps, King of Prussia, Southdale, and many others. Our share of net cost of development projects is now approaching $1 billion. Our retail investment platform are performing very well, including Spark, Penny, and ABG. Spark outperformed their budgets on sales, gross margins, and EBITDA, and we're very pleased with the JCPenney results. The Penny's team has stabilized the business, improved financial results, and we've added private and exclusive national brands to it. Our liquidity position is at 1.5 billion, and there's no outstanding balance on their line of credit, and we're very excited to announce, and in fact, his first day is today, Mark Rosen. He's joined the company as the CEO. He's got a terrific background, great leader, and we look very forward to working with him as he builds on the momentum Penny has established this year. Penny's success is an excellent example of how to better understand our company. We appointed Stanley Sashua as the interim CEO for nearly a year ago, and look at the results. Much like the variety of our investments, no other company in our industry has the capability to put an executive in an interim role and produce these results. This is a testament not only to Stanley, but to the Simon culture. TRG is operating above our underwriting, posted also impressive results for cash flow growth, occupancy gains, and retail sales, which were 16% higher. As you know, we amended and extended our $3.5 billion revolving credit facility. We refinanced a number of mortgages, and our liquidity stands at $8 billion, including 6.9 available on our credit facility, the rest in our share of cash. We paid a dividend of $1.50 in September. That was a 7.1% increase sequentially, and 15.4% year over year. Today we announced our fourth quarter dividend of $1.65 per share in cash, which is an increase of 10% sequentially, and 27% year over year. Dividend will be paid December 31. Now we raised our guidance from 1070 to 1080 last quarter to 1155 to 1165 per share. This is 85% increase on the midpoint. That's 27 to 28% growth compared to 2020 results and basically $2 higher than our initial budget this year. Let me just conclude by saying the following, even though Our stock has posted impressive year-to-date returns. We strongly believe it is still undervalued. Our current multiple of 13 times is approximately three turns lower than our historical average and screens very cheap compared to the REIT sector at 24 times, and in many cases, even close to 30. We have unequivocally proven with our results year to date that we've overcome the arbitrary shutdown of our business due to the pandemic and our cash flow has bounced back dramatically, which many had doubted. We have growth levers beyond our real estate assets that are unique attributes of our company. We have proven to be astute investors We have unique business models and diversity of income streams. Our balance sheet is industry leading and as strong as it's ever been. Our dividend yield is 4.7% and growing, well covered, higher than the S&P yield of 1.9% and the REIT average of 2.9%. And we have the potential to perform very well in an inflationary cycle. We're now ready for questions.

Thank you. At this time, we will be conducting a question and answer session. If you'd like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Rich Hill with Morgan Stanley. Please proceed with your question.

Hey, good morning, or good afternoon, guys. Sorry, it's been a long day. Congrats on another really good quarter, David. I did want to maybe just understand a little bit more about the sequential slowdown in TRG's domestic portfolio and the international portfolio. Is there anything specifically that would drive that? I'm really only asking the question in terms of how we should think about forward modeling, because I do recognize that you're good.

No, no, no, you're wrong. We're just showing our share. So compared to the gross number last quarter. Okay, so now it's a good question, but it's just our share.

Okay, thank you very much for that clarification.

Yeah, no, no, no. I'm glad you pointed that out. Thank you.

Got it. And then I did want to maybe just understand a little bit more about the income from unconsolidated entities. Just to be clear, like last quarter, the non-cash gain was included in that number. Is that right? Yes. Yeah. Okay. And then maybe we can just talk about how, why that number went down a little bit. I do recognize depreciation went up pretty significantly versus the prior quarter. You know, obviously seasonality would dictate that the retailers were doing pretty well. Is there anything that we should think about in that number as we, as we look going forward?

No, it's just, it's you know, it's probably most, most impacted by our European market. and international business, as I mentioned earlier.

Great. Thanks. That's it for me. Thanks again, and congrats on another good quarter.

Thank you. Our next question comes from the line of Craig Schmidt with Bank of America. Please proceed with your question.

Great. Thank you. I noticed going from second to third quarter, you increased your total redevelopment about $83 million, the total investment. But that does not include Taubman. Have you started to make any of your investments in terms of Taliban redevelopment?

Yeah, I mean, it's progressing the way we thought it would. You know, there's a big master planning in the works on, you know, Cherry Creek, but that'll be, you know, several years in the making. But, no, there's some good stuff happening in that portfolio as well.

Great. And then how should we think about your retail investments in terms of, I mean, quarter to quarter, it kind of moves around. I mean, should we look at it on an annual basis or how should we get a better handle on what you've been able to produce out of your investment in retail?

Well, I think you should, you know, think about us as a, a company that can add value to what we invest in. You should never worry about quarter over quarter or you should look at annual results and compare them historically. I just say that's generally. I think the most important thing is, Craig, we're just a different company than what most think of us. I mean, we have lots of avenues for growth, and our investments in retailers and other companies, you know, has proven to be extremely successful. And it will create, you know, some variability to quarter over quarter, but year after year, I think, when you look at our return on sales, investment return on our EBITDA for those businesses is actually quite outstanding. And if you look at the valuations that e-commerce companies are getting for their dot-com businesses, we've got an embedded value here that's pretty exciting. So I would never worry about one quarter over another.

No, I'm particularly thinking about the 11% interest in APG and what people say that might go for on an IPO. It's very impressive.

Thank you. Yeah, look, we're just not your, you know, we're more than just a, you know, even though you call us a mall company, I think we've proven to be beyond that. And, you know, and that's what I encourage you to focus on.

Okay, thank you.

Thank you.

Our next question comes from the line of Steve Stockwell with Evercore ISI. Please proceed with your question.

Thanks. Good afternoon, David. It was nice to see the occupancy up, you know, 100 basis points sequentially. I'm just wondering if you could discuss a little bit about your leasing pipeline and backlog, maybe where you think occupancy ends at the end of this year and you know, what your expectations are for recovery and occupancy?

Well, you know, I think it's going to take a little bit of time to get back to where we were pre-pandemic, but I think what's exciting, Steve, is that when we're talking to our folks, they're, you know, just seeing a tremendous amount of demand, never been busier, lots of new retailers, lots of new uses, and I think the action is in our portfolio, so we'll have another increase this quarter upcoming, and then we'll increase our occupancy next year. I can't, as you know, we never give specific guidance on that, but the demand, I strongly would tell you that it's very good. And it's across the board. I mean, it's the high-end retailers. It's the value-oriented retailers. So we're very pleased with what we're seeing.

Great. Thanks.

Thank you.

Our next question comes from the line of Caitlin Burrows with Goldman Sachs. Please proceed with your question.

Hi, good evening and nice quarter. I guess maybe just another question on the retailer part of the business. I was wondering if you could go through from a REIT perspective, is there a max how big this business, how big this can be as a part of your business? And just what's the current goal or ultimate plan for your own brands? Is it just to grow the existing brands, acquire more, sell it? But just any thoughts on the plans going forward?

Well, listen, we're obviously, you know, very dedicated to, you know, being a REIT and staying a REIT. And all of these businesses are taxable REIT subsidiaries. So, and you see that, you know, in this quarter in particular, you'll see that, you know, the big tax expense that is flowing through our But because we tend to buy these in partnerships, we have really, you know, a runway to continue to grow that business. Not to mention that we still have our SPAC out there that, you know, is in a sense a vehicle for growth. So I'm optimistic that... you know, based on our track record, we're going to continue to find other investments, whether it's retail or similar situated businesses that will continue to, you know, add to our unique company. And we'll take it from there.

Got it. Okay. And then maybe just a quick follow up. I think we'll learn more once the 10Q is out. But until then, just on that tax number in the quarter, could you clarify if that was just related to the retailer income and the taxable REITs subsidiaries or if there was anything one time included?

Hey, Caitlin, it's Brian. There's actually a one-time $48 million number coming through there from the ABG transaction that we had in the quarter. So you've got to bifurcate the two numbers. There's a 48, and then the rest is just our normal regular occurring operational tax accrual.

Okay.

Thank you.

Thank you.

Our next question comes from the line of Michael Bylerman with Citi. Please proceed with your question.

Great. Katie McConnell is on with me as well. David, good afternoon. I was wondering if you can maybe delve a little bit deeper into the retailer environment in the sense that we know sales are extraordinarily strong as everyone's gotten back out and enjoyed buying things again. But the retailers are struggling sort of a little bit below the sales line. They're struggling with staffing. They're struggling with keeping product up to date. Most of it, you know, a bunch on ships. So how are you sort of thinking about it from two sides? One, the retailers that you own and sort of dealing with some of these issues where they're also dealing with their e-com problems too. And also from the standpoint of how you think retailers are going to approach sort of the store openings next year, given maybe some of the product, given some of the staffing concerns and how all that sort of melts together now that you're more and more sitting on both sides of this equation in really understanding some of these pressure points.

Well, let me just tackle the backlog in getting product to the stores, which does have an impact on us just with respect to our tenants and then as well as the brands that we own. There's variability. I mean, everyone is pretty comfortable or confident, I should say confident, that they're going to get the product in there for the holiday season, but I would tell you that there's no guarantee. So there will be some variability. You know, absent that, we probably would have felt, you know, a little bit better going into the fourth quarter, but we were cautious on it because we just don't know, and it's out of our hands, though. I did throw a shout-out to Stanley, only because, by the way, I trained him, but just don't forget that. But he did tell me that he was going to, if he had to go to the Port of L.A. and unpack boxes to get them into the penny store, He said he was going to do it. And I said, well, that's a great idea. I'll do it, too. So, you know, we're on call to help. So that's that. I mean, there is variability. I don't know. But I think generally people are reasonably confident that they'll get their product in for Christmas. Now, with respect to you know employment is this is well beyond well beyond retail yeah and I mean it's a it's a you know with all the political back and forth going on it's really not talked about and you know just from a you know from a CEO point of view and just someone that's worried about you know, growing our overall economy because obviously, you know, we're correlated to GDP growth. You know, we've got to figure out whatever is causing the lack of employment growth. We've got to, quote, get to the root of it because it's not clear to me that there's a big focus on it. It is finally getting to your last question. Thankfully, Michael, I have not seen it impact folks open to buy or their growth. Could it eventually? The answer is sure, but we have not seen it yet. But the lack of employment is an issue, especially Some of our retailers are doing one shift. They're increasing the salaries of the people there, less part-time. They're combating it maybe in a good long-term way because they're raising salaries and getting more loyalty out of that. But, you know, the increase in restaurant demand has been phenomenal, and that's the area I worry most about is just, you know, ultimately whether the employment picture could slow that demand. I don't know right now, but it's a concern.

When you throw all this stuff into the pot, you obviously have a lot more earnings and cash flow drivers at Simon today than it's ever been in your history. Does your disclosure to be able to get credit and for the street to value things to the point which you're talking about your stock being undervalued, isn't it necessary to break down some of these businesses or to give a little bit more information within the supplemental so that people can really identify each of these drivers from more operating businesses to, um, the more rent business. Cause there's like little pieces, like you have FFO from investments on a trailing 12 month basis in the credit metric session section. It would be really good to get that on a quarterly basis. And all those, like, I guess, are you stepping back? I know you talked about the lease spreads, but is there an opportunity to sort of revamp disclosure to give the investment community more of that level of detail overall?

I mean, we're not going to rule it out. It is our property, domestic property business, just to put it in perspective, Michael, is around 80% of our cash flow earnings. However, FFO, however you want to you know, define it. So then we have the 20% other stuff. And I just worry that if we do get into that, we'll spend more time on the 20%. Now, you know, 10 years from now, it may be different. And five years from now, it could be different. The 80% could be 50%. And then I agree 100% with your, you know, your encouragement or point of view that it needs to be better better articulated. The other option is we could sell our dot-com business at a huge number like some of the others out there and then you'll ascribe a certain value to it. Believe me, we wouldn't rule that out.

You were never in the mark business to begin with. You and I have gone back on that about selling interest in malls, right? You never wanted to be in the mark. You wanted to end cash flow and the value.

I mean, I'm a terrible seller, as I've admitted. In any event, I think, you know, look, I'm excited about what we're doing. You know, I do think it's still a tail wagging the dog, but, you know, it's an important tail, and it's a beautiful tail. And it wags nice and it's very friendly. And, you know, as we grow that, I think what you say is certainly appropriate.

All right. Thanks. If we have time, I'll queue up for a quick guidance one later. Okay.

Thank you. Our next question comes from the line of Alexander Goldfarb with Paper Sandler. Please proceed with your question.

Hey, good afternoon out there, David. I didn't realize that you and Stanley are both union longshoremen able to work in the L.A. and Long Beach piers. That's pretty impressive.

Well, you know, we'll do whatever it takes to get product into our stores.

Well, I think if you know those union guys well.

You can join us, Alex. You can join us.

Hey, you know, if – Union work is pretty tough work unless you can get to the crane operators. Those guys make good money. But question for you, and it sounds like, Tom, we get two questions, so I love it. David, it sounds like in your opening comments, you said that you were a little bit behind budget because of some of the COVID closures that you were still experiencing. Despite that, and backing out the ABG intellectual property game, which is awesome, you guys still handedly beat. So I know, David, you like to run your crew really hard and whip and do all the fun stuff, shout, get your team excited to win. But still, it's hard to say that you guys were under budget when you beat consensus this much. And it sounds in your answers to Michael on store openings and labor and all different things, it doesn't sound like there are really any headwinds. It sounds like you guys were just really rebounding strong So what was the below budget related to as far as?

Yeah, Alex, that was just our international ops. So if I didn't say the word international, it's just because I misread it on the script. I said it. Yeah, so it's just international. It's the only business that I would say is under our initial budget for 2021. Okay.

Okay, so then just drilling into that international part, what are you seeing? Are you seeing anything like the rebound that we've seen in the U.S., whether it's Asia or Europe, or are the consumer rebound trends very different?

That's a good question, and it's by country and offense. So there's no simple answer than I would say to you – It's very much how COVID is impacting that country. As you know, Europe was much generally, you know, in France and Italy, much more stringent on how they open. And as you know, our friends at Clay Fair had to deal with almost a... Which, by the way, L.A. County almost did, but... We'd have to enforce whether or not people had vaccine cards to let them in the mall, which thankfully cooler heads prevailed. But it really is a country by country. We're seeing a little bit decent results in the European outlet business. And Clayfear is feeling more confident about what they do. are seeing. But I would tell you, Asia, generally, no, Japan is pretty tough. But that's, you know, they, they've had a pretty strict shutdown, Korea is doing just fine. So I'd say generally, the US is clearly outperforming, you know, other, you know, just from retail sales than other parts of the country, other parts of the world, I should say.

And then on your international folks, though, are they telling you, like, yeah, by January 1st, the rest of Asia, Japan, Europe, France, all the different countries in Europe, everyone should be back? Or is there just a continued concern that those countries are going to continue to punt on reopenings and ease of COVID mandates such that, you know, maybe 22 is as greatly impacted on the international as it is?

I'm hopeful 22 will be a better year for them, just like 21 was for us. So, but, you know, but they'll be more proactive when I say they. I mean, again, it's country by country, but in many spots they'll be more proactive if COVID spikes. Okay. And then just a quick term. Terms of restrictions, I should say. Okay.

Just a quick question for Brian. On the new line of credit where you switched over from LIBOR to SOFR, the net end of the day, the economic impact, you guys are still basically paying the same cost for this switchover. You guys are ending up paying a little bit more. Maybe it's a little bit less. I don't know.

No, it's a push. It's an economic push. That was the whole design of SOFR, Alex. The intent was to be economically neutral.

Okay, thanks.

Thank you. Our next question comes from the line of Mike Muller with J.P. Morgan. Please proceed with your question.

Yeah, hi. I was wondering, outside of the 22 cents of net 3Q one-time items, can you break down which drove the guidance increase for the balance of the year?

Can you repeat that, Michael?

Yeah, you had net 22 cents of one-time items that you called out. and guidance went up, I think, $0.85. So what drove the other $0.60, $0.63 or so of the increase, if you could break that down? How much retailer versus domestic ops?

We don't break that down, but it was a combination of both.

Got it. OK, that was it. Thank you. Thank you.

Our next question comes from the line of Juan Sanabria with BMO Capital Markets. Please proceed with your question.

Hi. Just hoping you could walk through maybe the quarterly volatility. I know you told Craig not to look at quarterly variances, and I apologize for this, but given the movements, it does seem like the last quarter it was reported at share, this quarter it's at share, and the retailer NOI dipped, and the corporate NOI dipped as well. But the guidance went up, so I'm just trying to put these pieces together and maybe get the components for those two NOI pieces, retail and corporate, and then tying that back to the guidance question that Mike just asked.

Well, Juan, you've got to remember here, looking at annual numbers here or even quarterly numbers, there were a variety of retailer businesses that we didn't own last year. So that's part of this noise when you're looking at it year over year or quarter over quarter. That's a big piece of this. JCPenney didn't close until year end of last year, which is a big driver of this. So you've got a different population, if you would.

I'm just focused on sequential because the numbers did go down for, it seems, those two buckets on a share basis, the retailer investments NOI and the corporate and other NOIs. Sure.

Sure. You have just seasonality and timing on the retailer side of it. And then corporate and other, the bigger change is that we recognize last quarter a larger amount of termination income.

Okay. And then just more of a conceptual question on retailing. I mean, you guys own different pieces of the retailer landscape. You have the licensing or traditional... the licensing, intellectual property licensing in the traditional retailing, how do you think of the multiples that you would apply for those or the stickiness of the cash flows? I don't know if you could talk about typical margins. Just trying to get a sense of maybe where the EBITDA is coming from between those two pieces and how you think about those two pieces as well.

Where's the EBITDA coming from? The retail? Between the licensing and traditional retailer, yeah, because you have the ABG investment, which is... No, this is... Well, ABG is more or less owns the brands, a lot of brands and license income. The retailers run e-commerce and operate stores, so it's essential like any other retailer, and You know, the valuation of those should just be the way you look at, you know, any other public company retailer. I will tell you, today, I mean, from an EBITDA multiple, retailers are more valued at a higher EBITDA multiple than Simon Property Group.

And what is a better margin business, do you think, the licensing or the traditional retailing?

Well, the licensing, I mean, that's a licensing business. Are you amortizing the cost of buying the license or not? So the brand, if you don't, they have a higher margin, but, you know, the gross margins of good retailers are in the 60-plus range.

Okay, thank you.

Thank you. Our next question comes from the line of Vince Tiboney with Green Street. Please proceed with your questions.

Hi, good afternoon. How are same property operating expenses trending versus 2019? Are you experiencing any pressure from wage inflation or extra cleaning costs given most of the retailers aren't a fixed-cam basis?

Not currently, no. I think we'll see how it impacts 22, but not rising costs from our standpoint in 21 shouldn't be all that material.

Are you much higher than where you were in 19, or is it kind of adjusted for occupancy changes, like margins more or less the same in your mind, or kind of expense ratios?

Yeah. I'd say, well, other than the drop in occupancy, I think, you know, in terms of operating, it's probably pretty similar to 19.

And are you thinking about, Cam, go ahead, sorry.

No, that's it.

And I'll just say, are you thinking about the way Cam structured any differently now, given the prospects of higher inflation? Or, yeah, just curious to get your thoughts there.

Not really. No, I think the fixed cam and obviously it grows in many cases tied to CPI. It's just an ease of doing business with the retailer and I don't see that changing.

Got it. Thank you. Maybe one last quick one for me. Could you just share your latest expectations for domestic property NOI growth from the year? I think the last time you formally said anything was at 5% at the beginning of the year and I think it's clearly higher from there.

It's going to be higher, Vince.

Any number you can throw out there for us?

Well, now, you know, we look at these things on an annual basis, but I'd hate to put a number in, but we're going to be really, based on where we were and what we guided to, you know, we should, you know, double it more or less, right? You know, more or less. So, yeah, I mean, I think, what are we going to do, 4% or something like that? Yeah, so we should be in that range.

Okay, appreciate that. Thank you.

Yeah, thanks. Way to get it out of me, Vince. Way to go.

Our next question comes from the line of Floris Vandisco. Come to this point, please proceed with your question.

Hey, thanks, guys. Thanks for taking my question. I sometimes wonder whether people are not seeing the forest through the trees here. I mean, your guidance for the year is 60 cents over 22 estimates right now for consensus, which is, yeah, I suspect those numbers are going to have to come up drastically. Um, let me, let me get to my question here. Um, it's about the leasing environments and I'd love to get your color on, um, what you're seeing, obviously that you talked about the leasing spreads being negative. And again, those are backwards looking because those deals were negotiated, you know, call it three to six to 12 months ago. Um, uh, obviously when we were in a different environment, uh, there were many articles written about, uh, tenants wanting more turnover, sales, rent-based structures. You talked about that in past quarters about offering some of that, but actually as sales now are in excess of 19 levels, comfortably in excess apparently, are you actually capturing more rent? And what do you think that's going to do for your overage rent? And also, How is that impacting your negotiations with tenants? Do they want to go back to the fixed rents with a smaller turnover base? I'd love to get your thoughts on that.

Yeah, thank you, Flores. So I would say, look, our overage rent's going to be significant this year, but I do want to uh put i want to underline we still you know do not have international tourism so we think there's another and you know and and i don't believe now you know the rules of who can come where and how and whatever are very very uh confusing having made my my own two international trips i could you know, confused on what I have to do to go from one place to the next. But next week, there is a lifting of international tourism. I think it's, you know, we'll see whether it has any impact this year. It's kind of, I doubt it. But even with Overage Rent having a very good year this year, you know, we still think that, you know, there's another leg up if we get kind of the international tourist you know, that we haven't seen for a couple, two, three years, right? And now, you know, the strength of the dollar may offset that to some extent, but, you know, we'll see. On your question about lease, listen, I think some of the folks that, you know, wanted to tie... their rent to, and we did it in a select few cases, not a lot, but yeah, they may suddenly think, you know, maybe they should do another kind of, you know, traditional and go back and do a basic deal. But by and large force, there's not a lot, you know, I'd say the negotiations about, you know, the structure of the lease and, And, you know, overage rent, I call it overage, but, you know, overage rent and break points, it's all pretty, it's all, I'd say, pretty consistent. So not a huge change in what's going on there.

And, David, maybe if you could touch on the specialty leasing environment as well. Obviously, last year, when a lot of your malls were closed, clearly you couldn't have much kiosk income. Obviously, billboard income is really driven by economic growth. So that presumably was very low last year. What do you see? I mean, this could be up to 10% of your NOI. I mean, how do you see that part of the business performing as we head into 22?

I think we're going to have a very good year in 22 on that side. because again, there's just a better appreciation for our kind of product, and demand is good there, and growing, and traffic is still reaching previous levels, so I think they're gonna have a very good year this year, but a better year in 22, at least from our initial kind of review of that business plan that we just had recently.

Great. I mean, maybe if I ask what, I mean, it sort of was asked before, but certainly the backlog of leasing, can you give us any more insight? I know somebody else asked a question about that, but certainly in terms of, you know, what that could mean in terms of occupancy gains in 22, because clearly that's That's the easy income, if you will, because it all drops down to the bottom line. Any sort of backlog that you're working with right now? Your leasing is busy and stretched to the max, I would imagine.

Listen, I always worry they tell me what I want to hear, but what they're telling me, okay, is, And what I'm seeing in my own, you know, having to deal with a few retailer space demands, you know, demand is good, you know. So I think, listen, the world is uncertain as all get out, right? I mean, we all know it's just a very – interesting time the last several years, and the future is no different. But, of course, the good news is the demand for our product is good, and our folks are busy and they're hitting the streets and making deals. So, again, we never give an occupancy number, but I would be very disappointed if we didn't have enough occupancy next year.

Thanks, David. That's it for me. Thank you.

Our next question comes from the line of Greg McInnis of Scotiabank. Please proceed with your question.

Hi. David, maybe asking Mike's question a bit differently and doing some back of the map here. So FFO per share guidance appears to anticipate a slowdown in Q4 versus Q3 after adjusting for the non-cash items. Could you help us understand what items might be impacting those expectations?

versus what you are doing or what we're doing?

You have 291 Q3 if we take out the non-cash items, and then that kind of assumes 270, 280 in Q4.

You know, we'll see what we earn. We don't really look at it quarter by quarter.

All right. Then maybe shifting gears a little bit to the percent rent leases. First, I'm just trying to understand what portion of leases signed this last year are tied to percent rent deals. How does that compare to history? And then you also mentioned that overage rent will be significant this year. Is there going to be seasonality associated with that? We're just trying to understand if we should expect a sizable pop in Q1 next year as Christmas sales and associated rent are calculated or if it should be smoother throughout the year.

Well, overage rent is impacted by holiday shopping. So, you know, there is some seasonality to it. We don't give out the specifics on, you know, what deals are percent versus fixed, though it's not a very big number. I mean, you know, overwhelmingly a high high high percentage of our leases are fixed and um and sometimes we have unnatural break points which uh you know we'll get we can get into the mechanics of that later if you'd like where we do you know maybe and in cova this is we did it a few a handful with some retailers where we maybe lowered the fix but we got

you know greater upside on sales but you know 90 some odd percent of our leases are all fixed rent and I think I answered your question unless I missed something no you did so if we think about how leases are getting signed now now that we're coming out of COVID should we expect to see those you know that percent rent number go down and maybe the just base rent number start going back up again

Well, yeah, and roll over, sure, over time. I mean, again, it's a function of when leases expire. All right. Okay. Thank you. Sure.

Our next question comes from the line of Hondo St. Juice with Masuho. Please proceed with your question.

Hey, David. Good evening. How are you? So you mentioned earlier the stock being cheap 13 times FFO. I get it. And you point out your long-term average. But I guess the one piece, Missing piece we haven't seen is the asset value clarity. I guess I'm curious where you peg a mall cap rate today. Was there anything in your recent mall refinancing negotiations that was informative about how the lending community is viewing mall values, and how would you characterize the market appetite for mall refinancing today? Thanks.

Good. I think we did. How many financings did we do?

We've done 22 this year, almost $30 billion. The market is open. from a refinancing perspective, in support of high-quality assets?

Yeah, look, I think, you know, I'd say, you know, we're 80 assets. There's, you know, I mean, I've discussed this before, not to bore you, but, you know, there's not a lot of buyers and sellers realize how valuable they are, and They want a really low cap rate. There's no A asset in this country that would sell for anything above a five cap rate, in my humble opinion.

I appreciate that. I was looking also if there's anything from the other side that you could share from how the lenders are valuing or any... I thought you were an equity analyst.

What do you care about lenders?

Well, there's a value which the loan is ascribed to.

I mean, look, they look at debt yields. Debt yields and cash flow coverage is the metric that they're using more importantly. And sponsorship, of course.

Okay, well, I... I guess I'll move on to my next question. Thank you, though. I wanted to ask about the pricing and demand for your JCPenney boxes. Anything you could share on that?

Thanks. Well, the ones that we own, we're not selling because Penny's is performing terrifically well.

Okay. Fair enough. Thanks.

Alex, we have time for one more question, please.

Thank you. Our final question comes from the line of Linda Tsai with Jefferies. Please proceed with your question. Hi. Thanks for taking my question.

Sure. In terms of the $7 of variable rents that weren't included in the base minimum rent, when would you expect to see improvement in that number and how much of those $7 could be moved to fixed?

You mean improvement or just when it goes to fixed, essentially, right?

Well, I guess two separate questions. When it goes to fixed and then when would we see, like, an overall improvement in base minimum rents given the moving pieces?

Well, I mean, it's lease by lease to build that number up. I mean, demand is picking up, so, you know, we're focused on driving our cash flow. But, again, as I – maybe you missed my – maybe it wasn't overly compelling, but you missed my opening remarks in that I would recommend, again, I know I'd recommend you just kind of look at the cash flow of the company and not overly worry about a metric here or there. It all kind of manifests itself in the cash. In terms of when that will end up in base rent. It's really, as I said earlier, it's just going to be a function of when that particular release rolls, when it expires. And, you know, traditionally when that does, you know, we're usually pretty effective of trying to garner as much of that overage rent or that percentage rent above the break point back into the base rent.

Got it. And then store closures are way down from prior years, and given the importance of holiday to retailers, but also challenges around supply chain, do you think this is potentially a threat to some of the smaller, lower credit retailers?

I don't think so. And honestly, the credit profile of the retail community is not bad. I mean, there's always going to be you know, there's always going to be a few out there, but I would say generally the credit profile is pretty, pretty, you know, not going to look pretty good. So, you know, the retailers are always turning their portfolio and, and so on. But I don't, I don't think the supply chain is going to cause, you know, it might unfortunately cause a local, mom and pop some stress, but I don't think it will cause a regional or bigger chain financial calamity.

Thank you.

Ladies and gentlemen, we have reached the end of the question and answer session. I will now turn the call over to David Simon for closing remarks.

All right. Thank you, and I appreciate all the questions. We'll talk soon.

Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.