Good day, and welcome to the Macerich Company First Quarter 2020 Earnings Conference Call. Today’s conference is being recorded and will be kept to one hour. At this time, I would like to turn the conference over to Jean Wood, Vice President of Investor Relations. Please go ahead..

Good morning. Thank you for joining us on our first quarter 2020 earnings call. During the course of this call, we will be making certain statements that may be deemed forward-looking within the meaning of the Safe Harbor of the Private Securities Litigation Reform Act of 1995, including statements regarding projections, plans or future expectations.

Actual results may differ materially due to a variety of risks and uncertainties set forth in today’s press release and our SEC filings, including the adverse impact of the novel coronavirus COVID-19 on the U.S., regional and global economies and the financial condition and results of operations of the company and its tenants.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are included in the earnings release and supplemental filed on Form 8-K with the SEC, which are posted in the Investors section of the company’s website at macerich.com.

Joining us today are Tom O’Hern, Chief Executive Officer; Scott Kingsmore, Senior Executive Vice President and Chief Financial Officer; and Doug Healey, Senior Executive Vice President Leasing. With that, I would like to turn the call over to Tom..

Thank you, Jean and thank all of you for joining us today and I really hope you and your families are safe and staying healthy. As you read in our earnings release, the first quarter was a good quarter that exceeded expectations with generally good operating metrics.

But today as we battle this terrific COVID-19 pandemic, the first quarter results frankly seem not that relevant. It is a crisis that’s impacting our way of life and touching almost every facet of the global economy. We’ve been fortifying our company and reshaping our strategic plans to withstand this unprecedented event.

We are closely monitoring the situation, establishing our reopening strategies and protocols and working with local and national authorities to ensure our number one priority is the health and safety of our employees, tenants, service providers and shoppers.

Our employees have done a tremendous job of managing through this crisis with a situation that is changing not only day-by-day but even hour-by-hour. Going back to mid-March, we instituted some liquidity measures, which Scott will elaborate on later and that allowed us to accumulate $735 million of cash on our balance sheet at quarter end.

Some of the operational things we have done or are doing include hosting a webinar with PwC and U.S. Bank for our retailers to explain the stimulus package and help them access some of those funds. We’ve donated food and supplies to support first responders.

We’ve donated our real estate for essential functions including blood drives, drive-through testing facilities, first-responder parking and drive-through farmers’ markets. We made available our billboards and other media for campaigns about staying home healthy hygiene protocols and blood drives.

We’ve designed and implemented a website to provide retailers with a library of information on the stimulus package. State and local governments closed a total of 43 of our 47 centers except for essential businesses. We started reopening centers last week with more in process this week and throughout May.

Our reopening plans include finalizing guidelines and criteria for reopening our centers in alignment with government requirements. We will implement modified hours, new operational rules and communication protocols. There will be increased and highly visible cleaning and sanitizing protocols. CDC guidelines will be followed closely.

We are addressing path of travel, vertical transportation and delivery issues. We will accommodate curbside pickup for our retailers. We are assessing PPE equipment requirements, queuing solutions, restroom configuration, common area and food court seating solutions and restart of tenant construction.

There will be touchless hand sanitizing stations at entrances and exits and throughout the centers.

Meanwhile, our retailers are making changes to allow for safe reopening of their stores including removing or resetting store fixtures, installing hand sanitizers, placing social distancing markers for fitting rooms, installing plexiglass shields at checkout counters and reducing occupancy generally to 50% of the maximum allowable.

We currently have 13 centers reopened in Arizona, Texas, Colorado, Missouri and Indiana. Most counties have their own approach to how and what will open initially. We expect this to evolve daily and be a phased approach.

California has very gradually started its Phase 3 opening of the state late last week including non-essential retail, including apparel and sporting goods for curbside pickup only. We expect almost all of our centers and most of our tenants to be open by the middle of June.

One of our liquidity measures was to defer most of our redevelopment where possible. We’ll finish up Fashion District of Philadelphia and Scottsdale Fashion Square as the luxury wing, but most other redevelopments have been deferred beyond 2020.

We anticipate spending about $60 million in the last three quarters of this year, which represents a $90 million reduction from our previous redevelopment pipeline. This reduction excludes the joint venture with HPP, which owns the project One Westside, Google’s new Class A creative office campus.

Work continues on that project during the pandemic, which is fully funded by a nonrecourse construction loan. This crisis has shown the importance of brick-and-mortar locations as key channels of distribution.

Although it has accelerated sales of many digitally native brands, the increased sales cannot make up for the lost profits from physical stores. E-commerce is an expensive business model due to high delivery costs and customer acquisition costs.

Omni-channel business models have become critical to almost all retailers including most of the digital brands. Even with growing and accelerating e-commerce sales, it cannot make up for lost sales and profits from physical store closures.

This crisis has emphasized the importance of brick-and-mortar locations as key sales and profit drivers for most retailers. During the closure many of our retailers have been fulfilling orders of their mall-based -- out of their mall-based stores. Upon reopening we expect Buy Online, Pickup in Store to be even stronger than it was pre-COVID.

Some examples that are currently underway are; At Tysons Corner, 24 tenants are fulfilling orders averaging over 8,000 packages per day. At Fashion Outlets of Chicago, Coach is the number one curbside delivery store in their entire fleet.

At Scottsdale Fashion Square, one of the department stores continues to be one of the top locations for online fulfillment within their chain. And one of the newly opened restaurants at Scottsdale Fashion Square was the number two location for curbside dinner pickup in the nation.

At Washington Square, retailers are fulfilling an estimated 28,000 online orders per day out of their stores. Good retail is not going away, especially in A quality centers.

In China as a post-COVID-19 example, by March 22nd nine weeks after the country’s shutdown, 90% of the malls had reopened and traffic has since recovered to an average of 85% of the prior year’s traffic. Many of their retailers are also big in the U.S.

including H&M, Apple, Lululemon, Adidas, UNIQLO among the others and they have experienced opening after COVID-related closures. Our town centers are a vital part of their communities. Our portfolio generates $1.1 billion in sales tax revenues benefiting local and state governments and their communities.

Our centers employ approximately 110,000 workers, many of whom were furloughed or laid off. In the United States pre-COVID, one out of every five workers had a retail job. We need to get those people back on the job. The states and communities where we operate benefit from $225 million in property taxes we pay every year.

Our retailers are eager and ready to get open for business and to bring their employees back in a safe and well-thought out manner. That is what will be happening throughout our portfolio over the course of the next four or five weeks. And now, I’d like to turn it over to Scott..

Thank you, Tom. The first quarter reflected good financial results. In typical times we would consider this a solid start to a new fiscal year and we’d be looking forward to capitalizing on many opportunities during the balance of the year. But, of course, nothing is typical about the current climate.

I will start by providing a few highlights for the quarter, and I will then provide some details about the environment we are now facing, and how we bolstered our liquidity to withstand the pressures we now face.

Funds from operations for the first quarter was $0.81 per share, which was flat versus the first quarter of 2019, and which is $0.06 higher than corporate monitor consensus of $0.75 per share. Same-center net operating income for the quarter was up 1%. This was the sector high.

This was on the high end of our previously issued and since withdrawn same-center NOI guidance for 2020 of 0.5% to 1%. EBITDA margin increased by 44 basis points to 62.6%, and first quarter revenues were generally unaffected by COVID-19 given the mid to late March timing of property closures within our portfolio.

In late March, given the many uncertainties associated with COVID-19, we formally withdrew our 2020 earnings guidance. We will provide updated guidance when we gain more clarity into the year and when we are in a position to do so. For April, we collected 26% of our billed rents including both permanent and temporary revenues.

Through last Friday, May 8th, we have collected 18% of our billed May rents and we estimate that May collections are trending slightly better than April. As our centers continue to reopen, we anticipate improved collections in June and thereafter.

As a reminder while many of our retailers were compelled to close during this period, the vast majority of our leases do not abate our tenants’ obligation to pay rent.

As we all continue to navigate these difficult and very unprecedented times, we understand and appreciate the challenges -- the many challenges our tenants are facing in light of COVID-19. We will work in partnership with our tenants to collect past due rent. We have taken considerable measures to preserve liquidity.

As previously mentioned, the company has drawn the majority of its remaining capacity on its $1.5 billion revolving line of credit. We have reduced our dividend from $3 a share to $2 a share per year. Annually, this preserves approximately $150 million of cash. For the upcoming dividend, we will pay 80% of that in stock.

For each quarter that the Board chooses to pay the dividend in stock an additional $60 million or more of cash will be preserved. Collectively these two moves preserve $100 million per quarter or more. As Tom mentioned, we have significantly reduced our development pipeline for the balance of the year.

The company anticipates spending $60 million in the last three quarters on 2020 redevelopment. Also as Tom mentioned that is about a 60% or $90 million reduction versus the previously estimated 2020 redevelopment expenditures for the final three quarters.

All told, including One Westside which again is independently funded as well as the first quarter redevelopment costs, which totaled $45 million, we anticipate development expenditures will be approximately $150 million for 2020.

We have reduced variable, controllable shopping center operating expenses by nearly 50% during the period that our assets have been substantially closed except for essential retail and services. As of March 31, 2020, the company had $735 million of cash on its balance sheet including our JV’s share.

Recently the company exercised its option to extend the maturity of its revolving line of credit to July 6, 2021. Now I will turn it over to Doug to discuss the leasing and operating environment..

Christmas Easter and Thanksgiving. Retailers want to open as soon as it’s safe to do so. Inventory levels are high and reopenings will be very promotional in order to move this inventory. Obviously, there’ll be some great incentives for shoppers to return to our malls. Stores will look and feel different as retailers begin to open.

Common themes are reduced hours, limited occupancy, strategic placement of inventory on the floor to create space, fitting rooms being cleaned after each use and contactless payment to eliminate the physical touch. Curbside pickup, especially, in the beginning will be a seamless option. It will be phone to trunk.

Buy Online Pickup in the Store will become even more popular. Bottom line is retailers want to get their store opened. The big lesson learned and all the retailers are saying it, is that online business will never replace the importance of the physical store.

So as I reflect on the current retail and leasing environment, I can’t help but think how critically important our strategy of pruning our portfolio over the last several years really was.

Having a best-in-class pure-play A portfolio has proven over time to be extremely beneficial as retailers continue to reduce their fleets and focus on quality real estate. And so as we look ahead the power of our portfolio becomes even more important. Will there be short-term disruption? Of course, there will be.

Has leasing velocity slowed post-COVID? Yes, it has. But in the long run, I’m confident that the town centers we have worked so hard to develop will continue to be extremely well-positioned. Brick-and-mortar stores aren’t going away and that’s just a fact. If nothing else the pandemic has confirmed this.

Yes, physical retail will continue to shrink and will do so in an accelerated manner given the current prices. But as you know we generally own must-have real estate and we have an extremely talented set of professionals that will continue to differentiate our company and our centers even during these incredibly uncertain times.

And now I’ll turn it over to the operator to open up the call for Q&A..

Thank you. [Operator Instructions] We will take our first question which comes from Samir Khanal of Evercore. Please go ahead. Your line is now open. .

Hi, there everybody. So, I guess, Doug you’ve talked about the 60% of expiration that you addressed. You’re currently, sort of, in lease documentation for the other, sort of, 25% here.

Can you give us an idea of, sort of, the tenant negotiations you’re having? What are tenants asking for today that they weren’t asking for maybe six months ago? Are they leaning towards more percentage of rents? Are there more short-term deals? Just any color would be helpful..

Well Samir, first of all the 60% of our committed square footage, those are fully executed leases and short of bankruptcy or otherwise, we don’t expect to renegotiate those at all. The leases that are out could be and future dealings are being negotiated. I think, what I would say is the retailers are much more cautious. They’re much more conservative.

That’s being reflected in some of the clauses they’re putting in. And to your point especially with expirations, we are looking at shorter-term deals than we have in the past..

Okay. Thanks for that. And I guess my second question as a follow-up is, maybe for Scott here. Can you provide any color around conversations with sort of mortgage lenders at this point, given those sort of lower rent collection levels that we’ve seen.

I guess what’s your ability to defer interest payments at this time if needed?.

Yes, good morning Samir. Hope you’re well. We continue to have conversations with lenders. Really the effort there is to defer the payments, so that the outflows match the inflows which are going to be stronger later in the year. So, those conversations continue today..

Okay. Thank you..

You bet..

We will take our next question which comes from Craig Schmidt of Bank of America. Please go ahead..

Thank you.

Of the 74% of rents not collected in April, how many of those tenants are currently negotiating with you with deferrals?.

Craig we -- as you could imagine, we’re having literally hundreds of discussions with our retailers and are underway. Many of them are asking for rent deferral. These are individual discussions and we’re not going to get into specific details on a tenant-by-tenant basis here. But it’s a long process.

There’s still a fair amount of uncertainty as a lot of these tenants don’t know when exactly they’re going to be able to reopen. So, those discussions are underway. And as Scott said in his comments, we’ve collected about 26% or 27% of the April rent. May is trending a little bit better. And we do have 13 centers open.

So, some of the uncertainties has been removed for at least some of the tenants. But I would expect those conversations to go on and stretch out into June..

Great.

And then, how many of your malls have a significant curbside service available now as they would open?.

Doug, do you want to take that one?.

I’m sorry. I couldn’t hear the question, Craig..

Sorry.

I was wondering, how many of your malls have a significant curbside service available either now or when they open?.

A lot of the ones that are open can only open with curbside. And actually this is a trend that started even before COVID. Really, what started out as an amenity has become a must-have. So, while still in its early stages, I think there’s a future there.

And I think, it’s really important because really if you think about it, it gives our platform just a node of -- another mode of distribution for these retailers and that can only increase the value of our real estate. So again it’s early times..

Okay. Thanks for the comment..

We will take our next question which comes from Jim Sullivan of BTIG. Please go ahead. Your line is now open.

Thank you. The first question I had is the apartment tower at Tysons was under contract at year-end in the 10-Q for the first quarter. It doesn’t appear to be and it doesn’t appear to be sold.

Can you just give us an update on what the story is there?.

Jim, we’ve been in discussions with our partner to sell to them and that was pre-COVID. And then, once the entire market got volatile say mid-March, they decided to hold off. And additionally, we like the asset. We like the diversity of the net operating income. So we’re just fine hanging onto that 50% interest in the tower..

And Jim -- it’s very possible Jim that we’ll refinance that asset within the next few months..

Okay. And I wonder if you can give us an update Tom on Nordstrom’s decisions. And I think three of your assets are on the list. Nordstrom deals were famously known to be expensive to make for a mall owner.

Are they going to be expensive to break for Nordstrom?.

Jim, you’re right. It’s really impacted most of the A quality operators in the sector. In our case of the 16, they announced three were with us, FlatIron, Chandler and Freehold. And those are all stores that are owned by Nordstrom. They’re good centers.

I would say there’s probably pretty good demand for the space, but it remains to be seen what’s going to happen with those boxes. They no longer had an operating covenant, Jim, and that’s why they chose some of those centers on that list. So they can fill the space. I’m sorry, go ahead Jim..

So they can fill the space.

They don’t have to offer it to you first?.

No, although, that’s typically what happens, as you know..

Okay. Very good. Thank you..

We will now take our next question which comes from Chris McElroy of Citi. Please go ahead. Or Christy McElroy of Citi. Please go ahead..

Hi. Thank you. Just a follow-up on Samir’s question on the debt payment deferrals.

Are these just deferrals? Or are you working on any full loan modifications as well? And have you also had discussions with your lenders to change your line of credit covenant calculations or thresholds in this environment?.

Hey, Christy. Good morning. Those are just discussions about deferrals. There’s no modification, other than just a deferral to later in the year. As it relates to the line of credit, we have a lot of headroom within our existing covenants and we are not focused on modifying our covenants whatsoever..

It’s Michael Bilerman. Good morning and thank you.

And Just as a follow-up, I was wondering, Tom, if you could sort of elaborate a little bit on sort of the dividend strategy on a go-forward basis? And I think, if you look across the REIT sector right now, the predominance of the companies in the more affected sectors, like in retail, lodging and healthcare, I think outside of yourself and one-other, has just basically suspended or reduced their cash dividend rather than paying it in stock.

And I wanted to know how you think about progression from here in terms of, one, the split between stock and cash, the level, now that the IRS allows you to go to 90% and then whether you’ve already satisfied at this point your full commitment and therefore not pay remaining dividend for the rest of the year, given just the taxable income needs?.

Hi, Michael. How are you? That’s a good question. Relatively complicated question. I’ll take it a piece at a time. To correct, we assess the size of the dividend. The last time we declared a dividend and we cut the dividend from $3 a share to $2.

We also -- given we were in the beginning throes of the pandemic, we decided to preserve liquidity by using what was then allowed, 80% of the dividend to be paid as stock. And in terms of that going forward, that’s going to be a quarter-by-quarter decision of the Board.

In terms of, whether we would suspend or cut further, it remains to be seen at this point what kind of impact the closures will have on taxable income. At this point under most of the leases even though that the malls were closed the tenants owe us rent. And, again, the taxable income is based on accrual accounting not cash accounting.

So at this point, it’s a little too early to determine what adverse effect COVID-19 will have on our taxable income. But that will be certainly something we’ll assess a little bit later in the year. But that being said, when we made our original cut, we expected to have $2 a share of taxable income or so, maybe a little bit less.

And that may be able to go down a little bit, but it’s certainly not going to go to zero. So we will continue to have a dividend in my opinion throughout the balance of the year, the size and composition to be determined as we know more..

We will now take our next question from Mike Mueller of JPMorgan. Please go ahead..

Yes. Hi.

Can you give a little more color on reopenings so far? Maybe talk about the percentage of stores that have been opened? And how traffic and sales have been building?.

Yes. Hey. It progresses day by day, Mike. And I think in the case of our mall in Texas, South Plains, it opened and about 25% of the tenants were open and it’s kind of evolved closer to 50% and traffic picks up by day. But it’s really going to be center by center, region by region, how that happens.

I mean, in California, there was a very, very gradual start to reopening that happened last Friday and that’s just curbside pickup. Other locations like in Texas almost everything was able to open. And, obviously, there are some limitations. I think in many cases, they’re limited to allow for social distancing.

They are limiting the number of people in a given store to 50% of the maximum capacity. And there’s also protocols in place and procedures to make sure there’s not a lot of people aggregating in common areas. A lot of the food court seating has been removed in a lot of the centers.

So there’s a number of changes, but each county is different and each county has different rules and regulations. So it’s a bit haphazard. But so far, general feeling is that, there’s been pent-up demand and the retailers are eager to get open.

And the only restraint on them is really when they feel they can do it safely and they’ve got all the precautions and protocols in place to do it safely..

And what have you heard about sales traction?.

Very gradual, starting relatively light traffic and picking up every day. So, we’re only a couple of weeks into it. So it’s still pretty early to make any -- draw any conclusions..

Okay. Thank you..

Thanks Mike..

We will now move on to our next question from Alexander Goldfarb of Piper Sandler. Please go ahead..

Okay. Good morning, out there. Just two questions. First just going back to Christy’s question on the debt refinancing, so I think last time you also spoke about putting, I think maybe with Stonewood or one of your centers tops centers as unencumbered to encumber that and then use that -- those proceeds to pay out Niagara.

You also have Danbury maturing this year as well.

So can you just update us? You mentioned the Tysons apartment tower that you plan to put some debt there, but can you just outline your other thoughts for Danburry Niagara? And if you’re considering putting a mortgage on Stonewood?.

Sure, Alex. Obviously the credit markets are a bit locked up, and our centers are either shutdown or they’re just coming out of this period. So, we -- leading into this period, we have started on the refinance pipeline and we were moving along, and some -- where we’re going to be some very attractive deals.

When the credit markets return, I’m confident that we’ll be able to finance those assets. In the meantime, though, we’re going to extend the maturities that are rolling in 2020 and early part of 2021. So that’s our position right now. And yeah, like I mentioned, the apartment tower is a little bit of a different animal.

So I would expect that within the next several months, we’ll be able to put some financing on that project..

Okay.

And then on the Nordstrom closing or any of the other department stores that you had closed, do any of those trigger any cotenancy with any of the in-line shops, just curious?.

Very immaterial impact, Alex, very immaterial..

Okay. Thank you..

You bet..

We will take our next question, which comes from Shivani Sood of Deutsche Bank. Please go ahead. Your line is….

Hey. Thanks for taking the question. So in the 10-Q there is a note that Macerich reduced shopping center expenses by 45%, all the properties are closed.

I’m just curious of that other 55%, how much is contractually reimbursable by the tenants versus payable by your team?.

Yeah. Most of our leases are fixed CAM in nature. So every dollar falls to the bottom line, generally speaking, probably 85% to 90% of that falls to the bottom line.

So for the months of April and May while our centers were substantially closed, we’ve made considerable progress in terms of reducing our operating expenses, basically the variable expenses. And as our centers ramp up, we’ll still see some savings until we get to a more fulsome occupancy level and larger consumer traffic.

So we’ll still see some savings beyond the closure periods..

Thanks for that color.

And then in terms of the shadow pipeline, I appreciate, it’s very early but you guys have always shared great transparency there in terms of how you’re envisioning the centers? I’m just curious what element of flexibility you have to reallocate GLA away from some of those more experiential concepts as the project progress in two to three years, for example, if there isn’t demand for Dave & Buster’s or what have you on the other side of this pandemic?.

Yeah. Most of the redoing of the Sears boxes, particularly the more complicated ones such as Washington Square and Los Cerritos are fairly early. And those are two projects where we’ve got to go through the entitlement process. So we still have a fair bit of flexibility to repurpose the square footage.

In fact, that’s generally the plan at both of those centers where a significant amount of the retail will be something else. So there is a lot of flexibility and we do have the ability to pivot away from experiential and something else if that’s what’s warranted and that’s where the demand is..

Thank you, Tom..

Thank you..

We will move on to our next question from Todd Thomas of KeyBanc Capital Markets. Please go ahead. Your line is now open..

Hi, thanks. Good morning out there.

First question as your centers reopen, can you talk about the ability of your tenants to pay rent as they reopen their stores and how those discussions have been I guess primarily for maybe restaurants and theaters and maybe some of the fitness users, if they’re operating at reduced levels going forward, how are you approaching those discussions?.

Yeah. As I mentioned Todd in my earlier remarks, we’re having literally hundreds of discussions with our retailers and they’re all somewhat unique based on the location of the center and the type of the use. Obviously there’s a couple of categories that you hit on that are going to be pretty challenged.

Restaurants being one, where they’re not going to be able to have as many tables, as they’ve got to accommodate social distancing, that’s going to put margin pressure on there.

So we’re working through each and every deal with our restaurant tenants as well as our theater operators are going to face the challenge with social distancing as well, and that certainly was the case in China when they tried to reopen.

So we fully expect to have conversations with those two users, and those will be unique to the operation and the location. And then in terms of the gyms, most of the fitness operators that we’ve talked to have a pretty good plan for social distancing and they’re eager to get opened.

And their members are also very eager to get back into gym start working out. So, I’d say, there’s a significant amount of pent-up demand.

I wouldn’t expect any changes there, and they seem well on their way to having procedures and protocols in place whether they’d be removing a certain amount of the equipment or limiting the number of people that can come in at any given time with a heightened level of cleaning and sanitizing.

So, I’d say that, probably the two toughest categories are going to be the theaters and the restaurants..

Okay. And then just a follow-up on Alex’ question regarding cotenancy.

Was that response was that specific to the Nordstrom closures that you mentioned? Or was that a broader comment about cotenancy exposure across the entire portfolio in terms of how many leases have cotenancy clauses today? And how much economic exposure there might be just across the portfolios more generally?.

Yeah, Todd that’s a broader comment about the cotenancy exposure received as a whole across the portfolio not just Nordstrom specifically..

Thank you..

You bet..

We will now move on to our next question who comes from Rich Hill of Morgan Stanley. Please go ahead. Your line is now open..

Hey, good morning, guys. I want to maybe go back to some of the questions that were asked about the mortgage debt. I guess, I’m a little bit surprised that you haven’t had discussions with maybe some of the CMBS lenders, I think about Green Acres Mall pretty high-quality mall. I think it matures in February of 2021.

So I’m curious, is it because you haven’t reached out to the CMBS lenders yet or are they preoccupied? It’s all reasonable if it’s preoccupied because you guys are focused on your business and CMBS lenders are dealing with their own issues right now. But I would think that something like Green Acres Mall would be a likely modification candidate.

So, maybe if you can just help us walk through that a little bit more that would be helpful..

Sure, Rich. I don’t want to get into too many specifics. We are in active discussions with the lenders regarding the extensions. But I would agree with your assessment that leading into this period there was very adequate debt service coverage on all these loans.

And in fact on balance, I would consider that, group of loans to be very underleveraged that group of assets. And so I think we’ll be successful in achieving extensions to gain some additional term give us flexibility to get to a better credit climate. This is a playbook that we used 10 years ago coming out of the GFC.

We extended loans got to a better horizon. And in some cases we sold assets. In some cases, we refinanced assets and repaid loans. It’s a playbook we’re familiar with..

Understood. And then going back to the comment about the covenants on the line of credit, I recognize that you said, you are not focused on them – and I’m sorry, if I’m putting words in your mouth. But I think it’s because they have a fair amount of cushion.

Is that cushion primarily because of accrual accounting versus cash accounting? Or could you maybe just walk us through why you feel so comfortable with the covenants at this point?.

Yeah, the covenants are accrual-based accounting correct. So I feel like there’s plenty of room. There’s going to be on a case-by-case basis concessions that we have to make, but I do believe those will be isolated and there is plenty of room to absorb any of that impact..

Got it. well, that’s all I have. I hope all of you and your family are safe and well. So thank you for taking my calls..

Thank you very much, Rich..

We will take our next question from Greg McGinniss of Scotiabank. Please go ahead..

Yeah. I – just trying to kind of think about the accounting treatment leases given the jump of the amortization of both above and below market leases.

So curious, what drove that increase? And then how should we be thinking about the impact that COVID-19-related disruption may have on straight-line rent and amortization of market leases?.

Yeah, sure, Greg. This is Scott. Good morning. There were a couple of leases in particular that impacted the above and below market revenue. Those were lease modifications during the first quarter that resulted in a write-off of those non-cash revenues which is the spike that you’re seeing in our supplemental disclosures. So that’s the first point.

The second point regarding straight-line and the impact. So of course, we’ll be assessing in much greater detail the level of collectability for all of our retailers. To the extent, there is a collectability issue, I think everybody now is probably more educated on lease accounting than they ever were.

And there’s a potential for some impact to straight-line receivables as well as to the timing of rent recognition, if we end up reserving some of those. So we will deal with some of that. We certainly aren’t providing guidance at this point though. But that will impact every real estate company..

Okay.

And just to clarify there is that – are some of lease modifications do have anything COVID-19 related or separate?.

No. They were not. They were not..

Okay.

And then following up on Shivani’s question, what does the variable operating expense savings actually work out to on a dollar basis? Or maybe said differently what percent of operating expenses are considered fixed versus variable?.

It’s about $8 million a month. So it’s not inconsequential by any means. Most of our expenses frankly are fixed in nature when you consider you’ve got debt service first and foremost, but you’ve got property taxes in the mix you’ve got insurance, which is certainly not a cheap line item, so a very significant portion are fixed and non-adjustable..

All right. Thank you..

Welcome..

We will take our next question from Brian Hawthorne of RBC Capital Markets. Please go ahead. Your line is open..

Hi, good morning guys. In the 10-Q, you mentioned that you do not expect the pandemic to trigger co-tenancy. Are majority of the tenants on the same page with you as long as the closures are temporary? And then, is there a point where the co-tenancy could be triggered? I know you mentioned permanent closures could do it.

But is there some earlier point before that they could do it as well?.

Yeah. I think when we’re commenting. I think what you’re referring to in the 10-Q is a risk factor. And those are usually drafted by the attorneys, so they draw everything in there but the kitchen sink.

In our case we specifically -- now we’re going to deal with some co-tenancy, but it’s a relatively immaterial amount as it relates to the Nordstrom closures. As it relates to the temporary closures, generally speaking we do not think we have a significant amount of co-tenancy concern. Again we don’t know how long these closures are going to last.

We think we should have everything up and running by mid-June. But we’ll know more in 30 days. We know more day-by-day and within 30 days we’re going to know quite a bit more. So at this point, we don’t think it’s going to be material..

I guess it’s on the outlook.

So I guess my question is really trying to get more of a sense of what are the tenants’ expectations? Is it just we’ll wait 30 days and then we’ll talk about it again? Or we can kind of rediscuss it?.

No just to punctuate we expect co-tenancy to have a very immaterial impact that’s what we see, that’s the Nordstrom stores. We already discussed and that’s any other large anchor stores that we believe are at risk right now. So we believe the impact is immaterial. In terms of the temporary impact from the closures of COVID, our view is there is none..

Okay. Thank you..

We will take our next question from Ki Bin Kim of SunTrust. Please go ahead..

Hey, hi, all there. So just going back to the co-tenancy, I appreciate your comments regarding that is immaterial or little impact. But I think what the market is trying to do or less they’re trying to understand is trying to bracket the downside.

So instead of talking about the near-term exposure, can you talk about that in totality? So what percent of your tenants actually have the co-tenancy clause? Whether or not that might be triggered in the near-term?.

The co-tenancy is given by exception. It’s not the rule. So in any given center you might have five to 10 tenants that have a co-tenancy provision. And it’s usually a multitude of things. It’s not just one anchor that’s named. It’s typically tied to multiple anchors. So at this point, we don’t think it’s going to be material.

Macy’s announced closure of 125 stores. We had one on that list that they were planning on converting to office space anyway. So at this point other than the three Nordstroms we’re not aware of any. And even with that being said, co-tenancy provisions are very rare exception rather than the rule as it comes to our portfolio..

Okay. And just going back to the debt covenant topic, I appreciate that you have significant cushion as of now. But now it’s all kind of relies on a couple of things right? So I’m more particularly interested in the total liabilities versus GAV calculation or secured debt-to-GAV calculations. I believe those calculations are based on a 6% cap rate.

I’m just curious about the risk there is from lenders to adjust those cap rates to reflect a different world. And practically speaking, if you do violate the covenants I realize undernotes can be worked with all the borrowers at this point.

But what is the consequence of violating this covenant from a practical standpoint?.

Well, we’re nowhere near any of the covenants. And the lenders can’t arbitrarily change that cap rate. It’s part of the loan agreement. It’s an arbitrary number and it’s part of the calculation. It’s not based on a market cap rate in any given month or quarter.

So they can’t arbitrarily change that and we’ve got plenty of room on our own leverage covenant..

Okay, all right. Thank you..

We will take our next question which comes from Haendel St. Juste of Mizuho. Please go ahead..

Hey, good morning all there.

Good morning..

So earlier in your commentary you mentioned, fortifying and reshaping your strategic plan to adjust for life post-COVID and so. I’m just wondering you appreciated the comments on the dividend earlier more of a quarter-by-quarter consideration, the sizable reduction in the development pipeline and some of the tenant initiatives in that line.

I’m curious what else is on the table? Some of your peers have taken some more painful steps of furloughing staff, cutting senior management as well as Board comp. So, I’m curious what else is on the table here from a capital preservation, and cost efficiency overhead cost savings perspective? Thanks..

So Haendel, we took a look at the bigger line items. Two largest line items for us, through the top three or four are interest expense as well as property taxes. And Scott mentioned we’re working with some the mortgage payments. That’s a big number. We don’t have a lot of employees.

We outsource the major headcount areas of security and maintenance, and house cleaning. A lot of those are variable costs that Scott mentioned, that we’re able to reduce. Some of the other mall owners do that in-house. And that increases the headcount pretty significantly. So, we went after the big line items.

In terms of laying people off, our hope going into this was that this would be a short-term closure. And we could get our centers up open and operating. And -- so, we chose not to do that. It wouldn’t have been a significant amount of savings. So, we didn’t do that. We put in place a higher increase.

And you may recall a couple of years ago, we did a very significant reduction in force, reduced our headcount by about 15%. So, that’s still relatively current. And we didn’t see a lot of room there, to do there..

Got it, got it. Thanks so much for that. And then maybe, adding some color to the center of the conversations that you’re having with your tenants. You haven’t paid and maybe from broader time line and expectations for resolutions here, when we should know more by that.

Certainly, something that’s going to take? Is it a few months? Is it a few quarters? And then, maybe as part of that some commentary and how much exposure to percentage rent leases you’re comfortable with in a post-COVID world? And maybe what overall occupancies might settle out? Should we be expecting low-90s, maybe even high-80s occupancy in a post-COVID world as well? Thanks..

Doug, why don’t you take the first part of that?.

So the conversations -- the first part of that was the conversations with the retailers and I’ve had a lot of them. We started out with the real focal point was the retailers doing everything they could, to maintain a sales force and a management force, at the property level. That was extremely important to them.

Because, when it came time to open they did not want to have to go out and hire and train. So they did everything they could to maintain those employees. And candidly, that could have come at the expense of rental payments. And in fact, I’m pretty sure, that it has.

But fast forward now, the -- all the retailers are doing right now is focused on opening their stores as soon as it’s safe to do so. I mean there’s a built-up, pent-up demand out there, in the shopping community. And there’s also as I mentioned in my opening remarks, a lot of excess inventory.

So I think we’re going to see a lot of promotions upon opening. And we are getting calls almost daily by retailers who want additional space. They may want to put a second store in one of our centers to sell inventory. Or they may want to put a store in a center that they’re not in, just to move inventory.

But that’s going to be a big part of their reopening plan.

Tom?.

Yeah. And then, in terms of the second part of your question, you asked about occupancy. It’s really too early to tell. I’m sure there’s going to be some tenants that as a result of COVID end up going bankrupt. We haven’t seen a lot of that, yet. We’ve seen a few obviously. And that’s going to affect occupancies.

So, we’re not giving guidance at this point. Because there’s just too many uncertainties and that would include on the ultimate occupancy level as well..

Sure. That’s fair. I understand that, any comments on, comfort level with percentage like rent leases? Will those become more prevalent in the portfolios? Thanks..

Well, I’m sure in those hundreds of conversations or leasing personnel asset management we’re having with tenants there’s some of that discussion going on. But again, it’s too early to tell how much of that we’re actually going to agree to if any..

Got it. Thank you..

Thank you..

Well. Thank you everyone for joining us here today. We look forward to speaking with many of you virtually at the NAREIT, coming up next month. Stay well, everybody. Thank you..

Ladies and gentlemen, this concludes today’s conference call. Thank you for your participation. You may now.