Taubman Centers, Inc. Issues Second Quarter Results

08/10/2020

- Earnings Lower Due to Impact of COVID-19 Pandemic

- Amended $1.1 Billion Revolving Line of Credit Facility and Unsecured Term Loans to Provide Financial Flexibility Through the Pandemic

- Starfield Anseong, Taubman Asia’s Fourth Investment, to Open on September 25th nearly 100 Percent Leased

- Asia Sales Rebound Following COVID-19 Closures

BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)-- Taubman Centers, Inc. (NYSE: TCO) today reported financial results for the second quarter of 2020.

 

June 30, 2020

Three Months Ended

June 30, 2019

Three Months Ended

June 30, 2020

Six Months Ended

June 30, 2019

Six Months Ended

Net income (loss) attributable to common shareowners, diluted (in thousands)

($34,069)(1)

$6,266

($14,197)(1)

$21,384

Net income (loss) attributable to common shareowners (EPS) per diluted common share

($0.55)(1)

$0.10

($0.23)(1) 

$0.35

Funds from Operations (FFO) per diluted common share

$0.29

$0.78

$1.08

$1.71

Growth rate

(62.8)%

 

(36.8)%

 

Adjusted FFO (AFFO) per diluted common share

$0.41(2)

$0.94(3)

$1.29(2)

$1.88(3)

Growth rate

(56.4)%

 

(31.4)%

 

(1) Net income (loss) and EPS for the three and six-month periods ended June 30, 2020 were lower primarily due to disruption associated with the COVID-19 pandemic, including significant uncollectible tenant revenues. In addition, depreciation expense was higher due to the accelerated amortization of an allowance in connection with the upcoming closing of an anchor store. EPS for the six-month period ended June 30, 2020 included gains totaling approximately $0.28 per diluted common share related to the sale of 50 percent of our interest in CityOn.Xi’an.

(2) AFFO for the three and six-month periods ended June 30, 2020 excludes costs related to the Simon Property Group, Inc. transaction and the fluctuation in the fair value of equity securities. AFFO for the six-month period ended June 30, 2020 also excludes restructuring charges, deferred income tax expense incurred related to the sale of CityOn.Xi’an, an adjustment of the promote fee (net of tax) related to Starfield Hanam recorded last year and costs associated with the Taubman Asia President transition.

(3) AFFO for the three and six-month periods ended June 30, 2019 excludes restructuring charges, costs incurred related to the Blackstone transactions and costs associated with shareholder activism. AFFO for the six-month period ended June 30, 2019 also excludes the fluctuation in the fair value of equity securities.

For the quarter ended June 30, 2020, AFFO per diluted share was $0.41. Disruption related to the COVID-19 pandemic, including widespread center closures for most of the quarter, significantly impacted results.

The company recognized uncollectible tenant revenues of $32.6 million at our beneficial interest, or $0.37 per diluted share of AFFO, in the second quarter, primarily due to elevated tenant bankruptcies and nonpayments during the center closures. These closures negatively impacted sales-based rent and lease cancellation income and resulted in the write-off of straight-line receivables. Together these items reduced AFFO by an additional $0.13 per diluted share. The company’s second quarter 2019 AFFO also included $0.05 per diluted share of insurance proceeds related to the business interruption claim at The Mall of San Juan (San Juan, Puerto Rico).

In aggregate, the above items account for a $0.55 year-over-year variance in second quarter AFFO.

“As we’ve reopened centers, rent collections have steadily improved. We’re optimistic this trend will continue as tenants focus their operations on the best retail assets in each market,” said Robert S. Taubman, chairman, president and chief executive officer of Taubman Centers.

Operating Statistics

Comparable center NOI (comp center NOI) at our beneficial interest, excluding lease cancellation income, was down 25.3 percent in the quarter and down 13.3 percent year-to-date, using constant currency exchange rates. Higher year-over-year uncollectible rental revenues impacted comp center NOI by about 20 percent in the quarter and about 10 percent for the year.

In light of the U.S. center closures, mall tenant sales per square foot, normally a key metric, is not meaningful in the quarter. Trailing 12-month U.S. sales per square foot were $866. In Asia, sales per square foot were up 4.3 percent in the second quarter and were flat year-to-date.

Average rent per square foot for the quarter in U.S. comparable centers was $60.35, down 5.9 percent. Year-to-date average rent per square foot in U.S. comparable centers was $61.14, down 4 percent. Lower sales-based rent, a result of center closures and the overall effects of the pandemic, as well as lower year-over-year rents from Forever 21, collectively impacted average rent per square foot by 4.7 percent in the second quarter and 3.8 percent year-to-date.

Ending occupancy in U.S. comparable centers was 91.5 percent on June 30, 2020, down 0.3 percent compared from June 30, 2019.

Leased space in U.S. comparable centers was 93.8 percent on June 30, 2020, down 1.1 percent from June 30, 2019.

Financing Activity

In late March, the company borrowed $350 million on its $1.1 billion primary revolving line of credit, as a precautionary measure to increase liquidity and financial flexibility due to the uncertainty caused by the COVID-19 pandemic. In late June, the company repaid $100 million, which reduced the outstanding balance on the line of credit to $870 million as of June 30, 2020.

As of June 30, 2020, the company had a consolidated cash balance of $241 million and $119 million available on its lines of credit.

In early August, the company amended its primary $1.1 billion revolving line of credit and unsecured term loan agreements. To ensure appropriate financial flexibility through the pandemic, the amended loan agreement waives compliance with quarterly financial covenants beginning in the third quarter of 2020 through the second quarter of 2021 and replaces them with a minimum liquidity requirement. The company was in full compliance with respect to all covenants as of the second quarter.

Other key features of the amended agreements during the waiver period include:

  • Flexibility to complete planned capital spending, including tenant allowances;
  • Continued ability to distribute taxable income in accordance with our partnership agreement and REIT qualification requirements;
  • Ability to continue dividend payments on Series J Cumulative Preferred Shares (NYSE: TCO PR J) and Series K Cumulative Preferred Shares (NYSE: TCO PR K);

“We’re pleased to have completed this amendment, which provides financial flexibility while our portfolio continues to rebound from the pandemic,” said Simon J. Leopold, executive vice president and chief financial officer. “We greatly appreciate the strong support we have received from our banking partners over the years and particularly during this unprecedented time.”

In August, the company extended the maturity date on the $150 million loan for The Mall at Green Hills (Nashville, Tenn.) for one year to December 1, 2021. On December 1, 2020, the loan will bear interest at a variable rate equal to the greater of LIBOR plus 2.75% or 3.25%.

The construction facilities at Starfield Hanam (Hanam, South Korea) mature in November 2020. The company expects to complete the refinancing at a lower interest rate in the third quarter of 2020. This financing is expected to provide excess proceeds of approximately $35 million at our beneficial interest and combined with the release of additional reserves will allow us to repatriate $58 million at our beneficial interest in the third quarter.

These activities address all the company’s debt maturities occurring in 2020.

Starfield Anseong

On September 25th, Starfield Anseong (Gyeonggi Province, South Korea) will celebrate its grand opening, marking Taubman Asia’s fourth investment and second joint venture with Shinsegae Group. This new one million square foot shopping mall will be the first modern shopping, dining and entertainment destination to serve Anseong, a high-growth city in Greater Seoul.

Starfield Anseong will feature about 280 tenants, including prominent international brands like Zara, Nike, Uniqlo, H&M, Vans, COS, Guess, Adidas, BMW and many others. The center will be anchored by E-Mart Traders, ElectroMart, Toy Kingdom and Hanssem, as well as several successful entertainment concepts, including Aquafield, Sports Monster and Megabox, an upscale cinema.

The center is opening ahead of schedule and in advance of Chuseok, an important shopping period in South Korea. We expect to be over 90 percent occupied and nearly 100 percent leased at opening.

“In our second partnership with Shinsegae we have successfully created an impressive, modern retail and entertainment experience that will serve Anseong’s rapidly growing population,” said Paul Wright, president, Taubman Asia. “We’re delighted with the collection of brands we’ve assembled and the very high-quality nature of the project we’re delivering to this community. It will be a unique experience for our customers to enjoy.”

COVID-19 Update

Most of Taubman’s U.S. operating properties closed on March 19th, in response to the COVID-19 pandemic, and have reopened gradually using enhanced safety protocols designed to ensure the health and safety of both our tenants and the communities we serve. Traffic, tenant sales and rent collections have improved each month as mandates were eased or lifted and in-store shopping has resumed. All centers are fully operating, with the exception of Beverly Center (Los Angeles, Calif.) and Sunvalley Shopping Center (Concord, Calif.), where retail offerings are limited to “curbside pickup” and tenants with exterior access. After an initial reopening, both centers were mandated to close. Excluding those two centers, 90 percent of our U.S. stores have reopened.

The company’s three Asia shopping centers – CityOn.Xi’an (Xi’an, China), CityOn.Zhengzhou (Zhengzhou, Henan, China) and Starfield Hanam (Hanam, South Korea) – have rebounded quickly after experiencing varying levels of disruption. CityOn.Xi’an was closed for about a month and reopened on February 29. CityOn.Zhengzhou was closed for 10 days and reopened on February 27. Starfield Hanam never closed. About 90 percent of tenants had reopened by the end of April. Today nearly all tenants are open following approval for cinemas to reopen in China on July 20th. Total mall tenant sales for the portfolio have recovered, as May and June sales volumes were near 2019 levels.

The company has taken several actions to enhance liquidity due to the disruption caused by the COVID-19 pandemic. U.S. planned capital expenditures for the year have been lowered by $100 million to $110 million, at our beneficial interest, which represents an approximately 50 percent reduction from the original budgeted amount. In Asia, the only material capital spending is related to the completion of Starfield Anseong, which is being funded by a construction loan.

Operating expenses for the year are expected to be reduced by about $10 million, at our beneficial interest. In addition, the company did not declare a second quarter dividend on its common stock, preserving approximately $60 million of additional cash.

These cash preservation initiatives, together with the cash on hand, borrowing capacity under our lines of credit, and proceeds from the Starfield Hanam refinancing are expected to provide sufficient liquidity for the company’s near-term operations.

Investor Conference Call

Due to the pending transaction with Simon Property Group, which is currently the subject of litigation, the company will not host a conference call to review the second quarter 2020 financial results.

About Taubman

Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management and/or leasing of 26 regional, super-regional and outlet shopping centers in the U.S. and Asia. Taubman’s U.S.-owned properties are the most productive in the publicly held U.S. regional mall industry. Founded in 1950, Taubman is headquartered in Bloomfield Hills, Mich. Taubman Asia, founded in 2005, is headquartered in Hong Kong. www.taubman.com.

For ease of use, references in this press release to “Taubman Centers,”, “we”, “us”, “our”, “company,” “Taubman” or an operating platform mean Taubman Centers, Inc. and/or one or more of a number of separate, affiliated entities. Business is actually conducted by an affiliated entity rather than Taubman Centers, Inc. itself or the named operating platform.

This press release contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “believes”, “anticipates”, “expects”, “may”, “will”, “would,” “should”, “estimates”, “could”, “intends”, “plans” or other similar expressions are forward-looking statements.

Forward-looking statements involve significant known and unknown risks and uncertainties that may cause actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors: the COVID-19 pandemic and related challenges, risks and uncertainties which have had, and may continue to have, direct and indirect adverse impacts on the general economy, retail environment, tenants, customers, and employees, as well as center and tenant operations (including the ability to remain open) and operating procedures, occupancy, anchor and mall tenant sales, sales-based rent, rent collection, leasing and negotiated rents, center development and redevelopment activities and the fair value of assets (increasing the likelihood of future impairment charges); future economic performance, including stabilization and recovery from the impact of the COVID-19 pandemic; savings due to cost-cutting measures; payments of dividends and the sufficiency of cash to meet operational needs; changes in market rental rates; unscheduled closings or bankruptcies of tenants; relationships with anchor tenants; trends in the retail industry; challenges with department stores; changes in consumer shopping behavior, including accelerated trends resulting from the COVID-19 pandemic; the liquidity of real estate investments; Taubman’s ability to comply with debt covenants; the availability and terms of financings; changes in market rates of interest and foreign exchange rates for foreign currencies; changes in value of investments in foreign entities; the ability to hedge interest rate and currency risk; risks related to acquiring, developing, expanding, leasing and managing properties; competitors gaining economies of scale through M&A and consolidation activity; changes in value of investments in foreign entities; risks related to joint venture properties; insurance costs and coverage; security breaches that could impact Taubman’s information technology, infrastructure or personal data; costs associated with response to technology breaches; the loss of key management personnel; shareholder activism costs and related diversion of management time; terrorist activities; maintaining Taubman’s status as a real estate investment trust; changes in the laws of states, localities, and foreign jurisdictions that may increase taxes on the company’s operations; changes in global, national, regional and/or local economic and geopolitical climates; the outcome of any litigation between Taubman and Simon Property Group, Inc. (“Simon”) related to the proposed transactions between Taubman and Simon, including the litigation in the State of Michigan Circuit Court for the Sixth Judicial Circuit (Oakland County); the outcome of any shareholder litigation related to the proposed transactions, and insurance coverage for liabilities of Taubman or its directors, if any, thereunder; the inability to complete the proposed transactions due to the failure to satisfy any conditions to completion of the proposed transactions; the risk that a condition to closing of the transaction may not be satisfied; Simon’s and Taubman’s ability to consummate the transaction; the possibility that the anticipated benefits from the transaction will not be fully realized; the ability of Taubman to retain key personnel and maintain relationships with business partners pending the consummation of the transaction; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industry in which Taubman operates, as detailed from time to time in Taubman’s reports filed with the SEC. There can be no assurance that the transaction will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in Taubman’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as amended, and subsequent reports filed with the Securities and Exchange Commission. Taubman cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the proposed transaction, shareholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Taubman or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication or the date otherwise specified herein. Taubman does not undertake any obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

Table 1 - Summary of Results

 

 

 

 

 

 

 

For the Periods Ended June 30, 2020 and 2019

 

 

 

 

 

 

 

(in thousands of dollars, except as indicated)

Three Months Ended

 

Year to Date

 

2020

 

2019

 

2020

 

2019

Net income (loss)

(41,795

)

 

16,877

 

 

(5,311

)

 

46,615

 

Noncontrolling share of income of consolidated joint ventures

(300

)

 

(832

)

 

(1,323

)

 

(2,261

)

Noncontrolling share of (income) loss of TRG

13,811

 

 

(3,408

)

 

4,601

 

 

(10,209

)

Distributions to participating securities of TRG

 

 

(593

)

 

(595

)

 

(1,220

)

Preferred stock dividends

(5,785

)

 

(5,785

)

 

(11,569

)

 

(11,569

)

Net income (loss) attributable to Taubman Centers, Inc. common shareowners

(34,069

)

 

6,259

 

 

(14,197

)

 

21,356

 

Net income (loss) per common share - basic

(0.55

)

 

0.10

 

 

(0.23

)

 

0.35

 

Net income (loss) per common share - diluted

(0.55

)

 

0.10

 

 

(0.23

)

 

0.35

 

Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)

25,963

 

 

68,790

 

 

95,921

 

 

150,083

 

Funds from Operations attributable to TCO's common shareowners (1)

18,213

 

 

48,018

 

 

67,090

 

 

105,797

 

Funds from Operations per common share - basic (1)

0.30

 

 

0.78

 

 

1.09

 

 

1.73

 

Funds from Operations per common share - diluted (1)

0.29

 

 

0.78

 

 

1.08

 

 

1.71

 

Adjusted Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)

36,558

 

 

82,940

 

 

114,902

 

 

165,512

 

Adjusted Funds from Operations attributable to TCO's common shareowners (1)

25,653

 

 

57,896

 

 

80,389

 

 

116,584

 

Adjusted Funds from Operations per common share - basic (1)

0.42

 

 

0.95

 

 

1.31

 

 

1.91

 

Adjusted Funds from Operations per common share - diluted (1)

0.41

 

 

0.94

 

 

1.29

 

 

1.88

 

Weighted average number of common shares outstanding - basic

61,590,226

 

 

61,171,614

 

 

61,419,931

 

 

61,147,947

 

Weighted average number of common shares outstanding - diluted

61,590,226

 

 

61,339,925

 

 

61,419,931

 

 

61,354,428

 

Common shares outstanding at end of period

61,615,362

 

 

61,208,580

 

 

 

 

 

Weighted average units - Operating Partnership - basic

87,707,362

 

 

87,633,194

 

 

87,687,555

 

 

86,820,900

 

Weighted average units - Operating Partnership - diluted

88,783,724

 

 

88,672,767

 

 

88,773,594

 

 

87,898,643

 

Units outstanding at end of period - Operating Partnership

87,712,025

 

 

87,639,296

 

 

 

 

 

Ownership percentage of the Operating Partnership at end of period

70.2

%

 

69.8

%

 

70.0

%

 

70.4

%

Number of owned shopping centers at end of period

24

 

 

24

 

 

 

 

 

Operating Statistics:

 

 

 

 

 

 

 

NOI at 100% - comparable centers - growth % (1)(2)

(24.0

)%

 

2.4

%

 

(13.2

)%

 

(0.7

)%

NOI at 100% - comparable centers including lease cancellation income at constant
currency - growth % (1)

(23.4

)%

 

 

 

(12.6

)%

 

 

NOI at 100% - comparable centers excluding lease cancellation income - growth % (1)(2)

(24.7

)%

 

0.3

%

 

(13.8

)%

 

1.3

%

NOI at 100% - comparable centers excluding lease cancellation income at constant
currency - growth % (1)(2)

(24.1

)%

 

1.4

%

 

(13.2

)%

 

2.2

%

Beneficial interest in NOI - comparable centers including lease cancellation income - growth % (1)

(24.8

)%

 

 

 

(12.7

)%

 

 

Beneficial interest in NOI - comparable centers including lease cancellation income
at constant currency - growth % (1)

(24.6

)%

 

 

 

(12.5

)%

 

 

Beneficial interest in NOI - comparable centers excluding lease cancellation income - growth % (1)

(25.5

)%

 

 

 

(13.4

)%

 

 

Beneficial interest in NOI - comparable centers excluding lease cancellation income
at constant currency - growth % (1)

(25.3

)%

 

 

 

(13.3

)%

 

 

Beneficial interest in NOI - total portfolio excluding lease cancellation income - growth % (1)(2)

(30.8

)%

 

4.6

%

 

(17.2

)%

 

5.1

%

Average rent per square foot - U.S. Consolidated Businesses (3)

69.77

 

 

71.75

 

 

70.03

 

 

71.31

 

Average rent per square foot - U.S. UJVs (3)

50.75

 

 

56.41

 

 

52.08

 

 

55.97

 

Average rent per square foot - Combined U.S. centers (3)

60.35

 

 

64.13

 

 

61.14

 

 

63.67

 

Average rent per square foot growth % - U.S. comparable centers (3)

(5.9

)%

 

 

 

(4.0

)%

 

 

Ending occupancy - all U.S. centers

89.8

%

 

91.0

%

 

 

 

 

Ending occupancy - U.S. comparable centers (3)

91.5

%

 

91.8

%

 

 

 

 

Leased space - all U.S. centers

91.9

%

 

94.0

%

 

 

 

 

Leased space - U.S. comparable centers (3)

93.8

%

 

94.9

%

 

 

 

 

Mall tenant sales - all U.S. centers (4)

415,944

 

 

1,574,512

 

 

1,751,227

 

 

3,205,891

 

Mall tenant sales - U.S. comparable centers (3)(4)

357,246

 

 

1,374,140

 

 

1,530,574

 

 

2,887,608

 

 

 

 

 

 

12-Months Trailing

Operating Statistics:

 

 

 

 

2020

 

2019

Mall tenant sales - all U.S. centers (4)

 

 

 

 

5,460,510

 

 

6,519,819

 

Mall tenant sales - U.S. comparable centers (3)(4)

 

 

 

 

4,773,841

 

 

5,914,845

 

Sales per square foot - U.S. comparable centers (3)(4)

 

 

 

 

866

 

 

956

 

All U.S. centers (4):

 

 

 

 

 

 

 

Mall tenant occupancy costs as a percentage of tenant sales - U.S. Consolidated Businesses

 

 

 

 

17.2

%

 

13.5

%

Mall tenant occupancy costs as a percentage of tenant sales - U.S. UJVs

 

 

 

 

14.0

%

 

11.9

%

Mall tenant occupancy costs as a percentage of tenant sales - Combined U.S. centers

 

 

 

 

15.7

%

 

12.7

%

U.S. comparable centers (3)(4):

 

 

 

 

 

 

 

Mall tenant occupancy costs as a percentage of tenant sales - U.S. Consolidated Businesses

 

 

 

 

16.7

%

 

13.1

%

Mall tenant occupancy costs as a percentage of tenant sales - U.S. UJVs

 

 

 

 

13.9

%

 

11.8

%

Mall tenant occupancy costs as a percentage of tenant sales - Combined U.S. centers

 

 

 

 

15.4

%

 

12.5

%

(1)

See 'Use of Non-GAAP Financial Measures' for the definition and use of EBITDA, NOI, and FFO.

(2)

Statistics exclude non-comparable centers as defined in the respective periods and have not been subsequently restated for changes in the pools of comparable centers.

(3)

Statistics exclude non-comparable centers for all periods presented. The June 30, 2019 statistics have been restated to include comparable centers to 2020.

(4)

Based on reports of sales furnished by mall tenants. Sales per square foot exclude spaces greater than or equal to 10,000 square feet.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

Table 2 - Income Statement

 

 

 

 

 

 

 

 

For the Three Months Ended June 30, 2020 and 2019

 

 

 

 

 

 

 

 

(in thousands of dollars)

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

 

CONSOLIDATED

 

UNCONSOLIDATED

 

CONSOLIDATED

 

UNCONSOLIDATED

 

 

BUSINESSES

 

JOINT VENTURES (1)

 

BUSINESSES

 

JOINT VENTURES (1)

REVENUES:

 

 

 

 

 

 

 

 

Rental revenues

 

112,218

 

 

110,596

 

 

147,006

 

 

142,097

 

Overage rents

 

749

 

 

3,120

 

 

1,713

 

 

5,164

 

Management, leasing, and development services

 

824

 

 

 

 

892

 

 

 

Other

 

4,744

 

 

6,234

 

 

11,993

 

 

6,660

 

Total revenues

 

118,535

 

 

119,950

 

 

161,604

 

 

153,921

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

Maintenance, taxes, utilities, and promotion

 

34,511

 

 

44,133

 

 

39,182

 

 

46,179

 

Other operating

 

12,792

 

 

5,800

 

 

21,232

 

 

6,853

 

Management, leasing, and development services

 

659

 

 

 

 

491

 

 

 

General and administrative

 

7,523

 

 

 

 

8,554

 

 

 

Restructuring charges

 

 

 

 

 

84

 

 

 

Simon Property Group, Inc. transaction costs

 

9,060

 

 

 

 

 

 

 

Costs associated with shareholder activism

 

 

 

 

 

12,000

 

 

 

Interest expense

 

33,353

 

 

34,517

 

 

38,010

 

 

35,685

 

Depreciation and amortization

 

61,838

 

 

33,601

 

 

44,259

 

 

35,622

 

Total expenses

 

159,736

 

 

118,051

 

 

163,812

 

 

124,339

 

 

 

 

 

 

 

 

 

 

Nonoperating income (expense)

 

(910

)

 

487

 

 

6,627

 

 

923

 

 

 

(42,111

)

 

2,386

 

 

4,419

 

 

30,505

 

Income tax benefit (expense)

 

248

 

 

(1,289

)

 

(2,364

)

 

(2,461

)

Equity in income (loss) of UJVs

 

(712

)

 

 

 

14,822

 

 

 

Gains on partial dispositions of ownership interests in UJVs, net of tax

 

363

 

 

 

 

 

 

 

Gains on remeasurements of ownership interests in UJVs

 

417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(41,795

)

 

1,097

 

 

16,877

 

 

28,044

 

Net income/loss attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

Noncontrolling share of income of consolidated joint ventures

 

(300

)

 

 

 

(832

)

 

 

Noncontrolling share of (income) loss of TRG

 

13,811

 

 

 

 

(3,408

)

 

 

Distributions to participating securities of TRG

 

 

 

 

 

(593

)

 

 

Preferred stock dividends

 

(5,785

)

 

 

 

(5,785

)

 

 

Net income (loss) attributable to Taubman Centers, Inc. common shareholders

 

(34,069

)

 

 

 

6,259

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

 

EBITDA - 100%

 

53,860

 

 

70,504

 

 

86,688

 

 

101,812

 

EBITDA - outside partners' share

 

(4,931

)

 

(39,531

)

 

(6,113

)

 

(49,119

)

Beneficial interest in EBITDA

 

48,929

 

 

30,973

 

 

80,575

 

 

52,693

 

Gain on insurance recoveries - The Mall of San Juan

 

 

 

 

 

(1,418

)

 

 

Gains on partial dispositions of ownership interests in UJVs

 

(363

)

 

 

 

 

 

 

Gains on remeasurements of ownership interests in UJVs

 

(417

)

 

 

 

 

 

 

Beneficial interest expense

 

(30,605

)

 

(15,945

)

 

(34,981

)

 

(18,005

)

Beneficial income tax benefit (expense) - TRG and TCO

 

248

 

 

(104

)

 

(2,225

)

 

(912

)

Beneficial income tax expense - TCO

 

19

 

 

 

 

 

 

 

Non-real estate depreciation

 

(987

)

 

 

 

(1,152

)

 

 

Preferred dividends and distributions

 

(5,785

)

 

 

 

(5,785

)

 

 

Funds from Operations attributable to partnership unitholders and participating securities of TRG

 

11,039

 

 

14,924

 

 

35,014

 

 

33,776

 

 

 

 

 

 

 

 

 

 

STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:

 

 

 

 

 

 

 

Net straight-line adjustments to rental revenues, recoveries, and ground rent expense at TRG%

 

(3,668

)

 

(441

)

 

917

 

 

437

 

Country Club Plaza purchase accounting adjustments - rental revenues at TRG%

 

 

 

32

 

 

 

 

84

 

The Mall at Green Hills purchase accounting adjustments - rental revenues

 

8

 

 

 

 

13

 

 

 

The Gardens Mall purchase accounting adjustments - rental revenues at TRG%

 

 

 

(355

)

 

 

 

(177

)

The Gardens Mall purchase accounting adjustments - interest expense at TRG%

 

 

 

(528

)

 

 

 

(528

)

(1)

With the exception of the Supplemental Information, amounts include 100% of the UJVs. Amounts are net of intercompany transactions. The UJVs are presented at 100% in order to allow for measurement of their performance as a whole, without regard to our ownership interest.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

Table 3 - Income Statement

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2020 and 2019

 

 

 

 

 

 

 

 

(in thousands of dollars)

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

 

CONSOLIDATED

 

UNCONSOLIDATED

 

CONSOLIDATED

 

UNCONSOLIDATED

 

 

BUSINESSES

 

JOINT VENTURES (1)

 

BUSINESSES

 

JOINT VENTURES (1)

REVENUES:

 

 

 

 

 

 

 

 

Rental revenues

 

254,876

 

 

245,538

 

 

291,295

 

 

271,653

 

Overage rents

 

4,966

 

 

8,746

 

 

4,854

 

 

11,543

 

Management, leasing, and development services

 

1,390

 

 

 

 

2,108

 

 

 

Other

 

16,762

 

 

13,363

 

 

23,555

 

 

13,366

 

Total revenues

 

277,994

 

 

267,647

 

 

321,812

 

 

296,562

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

Maintenance, taxes, utilities, and promotion

 

73,262

 

 

88,966

 

 

77,720

 

 

87,139

 

Other operating

 

30,934

 

 

13,301

 

 

40,457

 

 

12,374

 

Management, leasing, and development services

 

1,152

 

 

 

 

1,022

 

 

 

General and administrative

 

15,539

 

 

 

 

17,130

 

 

 

Restructuring charges

 

362

 

 

 

 

709

 

 

 

Simon Property Group, Inc. transaction costs

 

15,445

 

 

 

 

 

 

 

Costs associated with shareholder activism

 

 

 

 

 

16,000

 

 

 

Interest expense

 

68,202

 

 

69,174

 

 

74,895

 

 

68,183

 

Depreciation and amortization

 

113,534

 

 

67,863

 

 

89,215

 

 

69,312

 

Total expenses

 

318,430

 

 

239,304

 

 

317,148

 

 

237,008

 

 

 

 

 

 

 

 

 

 

Nonoperating income (expense)

 

(362

)

 

824

 

 

15,360

 

 

1,324

 

 

 

(40,798

)

 

29,167

 

 

20,024

 

 

60,878

 

Income tax expense

 

(508

)

 

(3,228

)

 

(2,903

)

 

(4,369

)

Equity in income of UJVs

 

10,572

 

 

 

 

29,494

 

 

 

Gains on partial dispositions of ownership interests in UJVs, net of tax

 

11,277

 

 

 

 

 

 

 

Gains on remeasurements of ownership interests in UJVs

 

14,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(5,311

)

 

25,939

 

 

46,615

 

 

56,509

 

Net income/loss attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

Noncontrolling share of income of consolidated joint ventures

 

(1,323

)

 

 

 

(2,261

)

 

 

Noncontrolling share of (income) loss of TRG

 

4,601

 

 

 

 

(10,209

)

 

 

Distributions to participating securities of TRG

 

(595

)

 

 

 

(1,220

)

 

 

Preferred stock dividends

 

(11,569

)

 

 

 

(11,569

)

 

 

Net income (loss) attributable to Taubman Centers, Inc. common shareholders

 

(14,197

)

 

 

 

21,356

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

 

EBITDA - 100%

 

167,843

 

 

166,204

 

 

184,134

 

 

198,373

 

EBITDA - outside partners' share

 

(10,722

)

 

(90,810

)

 

(12,852

)

 

(96,263

)

Beneficial interest in EBITDA

 

157,121

 

 

75,394

 

 

171,282

 

 

102,110

 

Gain on insurance recoveries - The Mall of San Juan

 

 

 

 

 

(1,418

)

 

 

Gains on partial dispositions of ownership interests in UJVs

 

(12,759

)

 

 

 

 

 

 

Gains on remeasurements of ownership interests in UJVs

 

(14,146

)

 

 

 

 

 

 

Beneficial interest expense

 

(62,658

)

 

(32,360

)

 

(68,841

)

 

(34,781

)

Beneficial income tax expense - TRG and TCO

 

(508

)

 

(429

)

 

(2,714

)

 

(1,689

)

Beneficial income tax expense - TCO

 

19

 

 

 

 

 

 

 

Non-real estate depreciation

 

(2,184

)

 

 

 

(2,297

)

 

 

Preferred dividends and distributions

 

(11,569

)

 

 

 

(11,569

)

 

 

Funds from Operations attributable to partnership unitholders and participating securities of TRG

 

53,316

 

 

42,605

 

 

84,443

 

 

65,640

 

 

 

 

 

 

 

 

 

 

STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:

 

 

 

 

 

 

 

Net straight-line adjustments to rental revenues, recoveries, and ground rent expense at TRG%

 

(2,928

)

 

(554

)

 

2,715

 

 

603

 

Country Club Plaza purchase accounting adjustments - rental revenues at TRG%

 

 

 

111

 

 

 

 

196

 

The Mall at Green Hills purchase accounting adjustments - rental revenues

 

19

 

 

 

 

48

 

 

 

The Gardens Mall purchase accounting adjustments - rental revenues at TRG%

 

 

 

(641

)

 

 

 

(177

)

The Gardens Mall purchase accounting adjustments - interest expense at TRG%

 

 

 

(1,056

)

 

 

 

(528

)

(1)

With the exception of the Supplemental Information, amounts include 100% of the UJVs. Amounts are net of intercompany transactions. The UJVs are presented at 100% in order to allow for measurement of their performance as a whole, without regard to our ownership interest.

TAUBMAN CENTERS, INC.
Use of Non-GAAP Financial Measures

In this press release, the terms "we", "us", and "our" refer to Taubman Centers, Inc. (TCO), The Taubman Realty Group Limited Partnership (TRG), and/or TRG's subsidiaries as the context may require.

We use certain non-GAAP operating measures, including EBITDA, beneficial interest in EBITDA, Net Operating Income (NOI), beneficial interest in NOI, and Funds from Operations (FFO). These measures are reconciled to the most comparable GAAP measures. Additional information as to the use of these measures are as follows.

EBITDA represents earnings (loss) before interest, income taxes, and depreciation and amortization of our consolidated and unconsolidated businesses. Beneficial interest in EBITDA represents our share of the earnings (loss) before interest, income taxes, and depreciation and amortization of our consolidated and unconsolidated businesses. We believe EBITDA and beneficial interest in EBITDA provide useful indicators of operating performance, as it is customary in the real estate and shopping center business to evaluate the performance of properties on a basis unaffected by capital structure.

We use NOI as an alternative measure to evaluate the operating performance of centers, both on individual and stabilized portfolio bases, and in formulating corporate goals and compensation. We define NOI as property-level operating revenues (includes rental income excluding straight-line adjustments of minimum rent) less maintenance, property taxes, utilities, promotion, ground rent (including straight-line adjustments), and other property operating expenses. Beneficial interest in NOI represents our share of NOI (as previously defined) of our consolidated and unconsolidated businesses. Since NOI excludes general and administrative expenses, pre-development charges, interest income and expense, depreciation and amortization, impairment charges, restructuring charges, and gains from peripheral land and property dispositions, it provides a performance measure that, when compared period over period, reflects the revenues and expenses most directly associated with owning and operating rental properties, as well as the impact on their operations from trends in tenant sales, occupancy and rental rates, and operating costs. We also use NOI excluding lease cancellation income as an alternative measure because this income may vary significantly from period to period, which can affect comparability and trend analysis. We generally provide separate projections for expected comparable center NOI growth and lease cancellation income. Comparable centers are generally defined as centers that were owned and open for the entire current and preceding period presented, excluding centers impacted by significant redevelopment activity. In addition, The Mall of San Juan has been excluded from comparable center statistics as a result of Hurricane Maria given that the center's performance has been and is expected to continue to be materially impacted for the foreseeable future. Stamford Town Center has also been excluded from comparable center statistics as the center is currently being marketed for sale. We also use NOI excluding lease cancellation income using constant currency exchange rates as an alternative measure because exchange rates may vary significantly from period to period, which can affect comparability and trend analysis.

The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) (calculated in accordance with Generally Accepted Accounting Principles (GAAP)), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We believe that FFO is a useful supplemental measure of operating performance for REITs. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, we and most industry investors and analysts have considered presentations of operating results that exclude historical cost depreciation to be useful in evaluating the operating performance of REITs. We primarily use FFO in measuring performance and in formulating corporate goals and compensation.

We may also present adjusted versions of NOI, beneficial interest in EBITDA, and FFO when used by management to evaluate operating performance when certain significant items have impacted results that affect comparability with prior or future periods due to the nature or amounts of these items. We believe the disclosure of the adjusted items is similarly useful to investors and others to understand management's view on comparability of such measures between periods. The following table summarizes adjustments to FFO and EBITDA for the three and six months ended June 30, 2020 and 2019:

 

FFO

 

EBITDA

 

Three Months
Ended

 

Year to Date

 

Three Months
Ended

 

Year to Date

 

2020

 

2019

 

2020

 

2019

 

2020

 

2019

 

2020

 

2019

Simon Property Group, Inc. transaction costs

 

 

 

 

 

 

 

 

 

 

 

Costs associated with shareholder activism

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

 

 

 

 

 

 

 

 

 

Costs related to Blackstone transactions

 

 

 

 

 

 

 

 

 

 

Taubman Asia President transition costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Promote fee adjustment - Starfield Hanam

 

 

 

 

 

 

 

 

 

 

 

 

 

Fluctuation in fair value of equity securities

 

 

 

 

 

 

 

 

 

Gains on partial dispositions of ownership interests in UJVs

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains on remeasurements of ownership interests in UJVs

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on insurance recoveries - The Mall of San Juan

 

 

 

 

 

 

 

 

 

 

 

 

 

These non-GAAP measures as presented by us are not necessarily comparable to similarly titled measures used by other REITs due to the fact that not all REITs use the same definitions. These measures should not be considered alternatives to net income (loss) or as an indicator of our operating performance. Additionally, these measures do not represent cash flows from operating, investing, or financing activities as defined by GAAP.

We also provide our beneficial interest in certain financial information of our UJVs. This beneficial information is derived as our ownership interest in the investee multiplied by the specific financial statement item being presented. Investors are cautioned that deriving our beneficial interest in this manner may not accurately depict the legal and economic implications of holding a noncontrolling interest in the investee.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

 

 

 

Table 4 - Reconciliation of Net Income (Loss) Attributable to Taubman Centers, Inc. Common Shareholders to Funds From Operations and Adjusted Funds From Operations

For the Three Months Ended June 30, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

(in thousands of dollars except as noted; may not add or recalculate due to rounding)

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

 

 

Shares

 

Per Share

 

 

 

Shares

 

Per Share

 

Dollars

 

/Units

 

/Unit

 

Dollars

 

/Units

 

/Unit

Net income (loss) attributable to TCO common shareholders - basic

(34,069

)

 

61,590,226

 

 

(0.55

)

 

6,259

 

 

61,171,614

 

 

0.10

 

Add impact of share-based compensation

 

 

 

 

 

 

7

 

 

168,311

 

 

 

Net income (loss) attributable to TCO common shareholders - diluted

(34,069

)

 

61,590,226

 

 

(0.55

)

 

6,266

 

 

61,339,925

 

 

0.10

 

Add TCO's additional income tax expense

19

 

 

 

 

 

 

 

 

 

 

 

Add depreciation of TCO's additional basis

1,481

 

 

 

 

0.02

 

 

1,617

 

 

 

 

0.03

 

Net income (loss) attributable to TCO common shareholders,
excluding step-up depreciation and additional income tax expense

(32,569

)

 

61,590,226

 

 

(0.53

)

 

7,883

 

 

61,339,925

 

 

0.13

 

Add noncontrolling share of income (loss) of TRG

(13,811

)

 

26,322,236

 

 

 

 

3,408

 

 

26,461,580

 

 

 

Add distributions to participating securities of TRG

 

 

871,262

 

 

 

 

593

 

 

871,262

 

 

 

Net income (loss) attributable to partnership unitholders and
participating securities of TRG

(46,380

)

 

88,783,724

 

 

(0.52

)

 

11,884

 

 

88,672,767

 

 

0.13

 

Add (less) depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

61,838

 

 

 

 

0.70

 

 

44,259

 

 

 

 

0.50

 

Depreciation of TCO's additional basis

(1,481

)

 

 

 

(0.02

)

 

(1,617

)

 

 

 

(0.02

)

Noncontrolling partners in consolidated joint ventures

(1,883

)

 

 

 

(0.02

)

 

(2,113

)

 

 

 

(0.02

)

Share of UJVs

15,636

 

 

 

 

0.18

 

 

18,954

 

 

 

 

0.21

 

Non-real estate depreciation

(987

)

 

 

 

(0.01

)

 

(1,152

)

 

 

 

(0.01

)

Less gain on insurance recoveries - The Mall of San Juan

 

 

 

 

 

 

(1,418

)

 

 

 

(0.02

)

Less gains on partial dispositions of ownership interests in UJVs

(363

)

 

 

 

 

 

 

 

 

 

 

Less gains on remeasurements of ownership interests in UJVs

(417

)

 

 

 

 

 

 

 

 

 

 

Less impact of share-based compensation

 

 

 

 

 

 

(7

)

 

 

 

 

Funds from Operations attributable to partnership unitholders
and participating securities of TRG

25,963

 

 

88,783,724

 

 

0.29

 

 

68,790

 

 

88,672,767

 

 

0.78

 

TCO's average ownership percentage of TRG - basic (1)

70.2

%

 

 

 

 

 

69.8

%

 

 

 

 

Funds from Operations attributable to TCO's common shareholders, excluding additional income tax expense

18,232

 

 

 

 

0.29

 

 

48,018

 

 

 

 

0.78

 

Less TCO's additional income tax expense

(19

)

 

 

 

 

 

 

 

 

 

 

Funds from Operations attributable to TCO's common shareholders (1)

18,213

 

 

 

 

0.29

 

 

48,018

 

 

 

 

0.78

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds from Operations attributable to partnership unitholders
and participating securities of TRG

25,963

 

 

88,783,724

 

 

0.29

 

 

68,790

 

 

88,672,767

 

 

0.78

 

Simon Property Group, Inc. transaction costs

9,060

 

 

 

 

0.10

 

 

 

 

 

 

 

Costs associated with shareholder activism

 

 

 

 

 

 

12,000

 

 

 

 

0.14

 

Restructuring charges

 

 

 

 

 

 

84

 

 

 

 

 

Costs related to Blackstone transactions (2)

 

 

 

 

 

 

2,066

 

 

 

 

0.02

 

Fluctuation in fair value of equity securities

1,535

 

 

 

 

0.02

 

 

 

 

 

 

 

Adjusted Funds from Operations attributable to partnership unitholders
and participating securities of TRG

36,558

 

 

88,783,724

 

 

0.41

 

 

82,940

 

 

88,672,767

 

 

0.94

 

TCO's average ownership percentage of TRG - basic (3)

70.2

%

 

 

 

 

 

69.8

%

 

 

 

 

Adjusted Funds from Operations attributable to TCO's common shareowners, excluding additional income tax expense

25,672

 

 

 

 

0.41

 

 

57,896

 

 

 

 

0.94

 

Less TCO's additional income tax expense

(19

)

 

 

 

 

 

 

 

 

 

 

Adjusted Funds from Operations attributable to TCO's common shareowners (3)

25,653

 

 

 

 

0.41

 

 

57,896

 

 

 

 

0.94

 

(1)

For the three months ended June 30, 2020, Funds from Operations attributable to TCO's common shareholders was $17,992 using TCO's diluted average ownership percentage of TRG of 69.4%. For the three months ended June 30, 2019, Funds from Operations attributable to TCO's common shareholders was $47,455 using TCO's diluted average ownership percentage of TRG of 69.0%.

(2)

 

 

For the three months ended June 30, 2019, includes $0.5 million of disposition costs and $1.6 million of deferred income tax expense related to the Blackstone transactions, which have been recorded within Nonoperating Income (Expense) and Income Tax Benefit (Expense), respectively, in our Statement of Operations and Comprehensive Income (Loss).

(3)

 

 

For the three months ended June 30, 2020, Adjusted Funds from Operations attributable to TCO's common shareholders was $25,342 using TCO's diluted average ownership percentage of TRG of 69.4%. For the three months ended June 30, 2019, Adjusted Funds from Operations attributable to TCO's common shareholders was $57,217 using TCO's diluted average ownership percentage of TRG of 69.0%.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

 

 

 

Table 5 - Reconciliation of Net Income (Loss) Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations and Adjusted Funds from Operations

For the Six Months Ended June 30, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

(in thousands of dollars except as noted; may not add or recalculate due to rounding)

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

 

 

Shares

 

Per Share

 

 

 

Shares

 

Per Share

 

Dollars

 

/Units

 

/Unit

 

Dollars

 

/Units

 

/Unit

Net income (loss) attributable to TCO common shareholders - basic

(14,197

)

 

61,419,931

 

 

(0.23

)

 

21,356

 

 

61,147,947

 

 

0.35

 

Add impact of share-based compensation

 

 

 

 

 

 

28

 

 

206,481

 

 

 

Net income (loss) attributable to TCO common shareholders - diluted

(14,197

)

 

61,419,931

 

 

(0.23

)

 

21,384

 

 

61,354,428

 

 

0.35

 

Add TCO's additional income tax expense

19

 

 

 

 

 

 

 

 

 

 

 

Add depreciation of TCO's additional basis

2,962

 

 

 

 

0.05

 

 

3,234

 

 

 

 

0.05

 

Net income (loss) attributable to TCO common shareholders,
excluding step-up depreciation and additional income tax expense

(11,216

)

 

61,419,931

 

 

(0.18

)

 

24,618

 

 

61,354,428

 

 

0.40

 

Add noncontrolling share of income (loss) of TRG

(4,601

)

 

26,482,401

 

 

 

 

10,209

 

 

25,672,953

 

 

 

Add distributions to participating securities of TRG

595

 

 

871,262

 

 

 

 

1,220

 

 

871,262

 

 

 

Net income (loss) attributable to partnership unitholders and
participating securities of TRG

(15,222

)

 

88,773,594

 

 

(0.17

)

 

36,047

 

 

87,898,643

 

 

0.41

 

Add (less) depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

113,534

 

 

 

 

1.28

 

 

89,215

 

 

 

 

1.01

 

Depreciation of TCO's additional basis

(2,962

)

 

 

 

(0.03

)

 

(3,234

)

 

 

 

(0.04

)

Noncontrolling partners in consolidated joint ventures

(3,855

)

 

 

 

(0.04

)

 

(4,348

)

 

 

 

(0.05

)

Share of UJVs

32,033

 

 

 

 

0.36

 

 

36,146

 

 

 

 

0.41

 

Non-real estate depreciation

(2,184

)

 

 

 

(0.01

)

 

(2,297

)

 

 

 

(0.03

)

Less gain on insurance recoveries - The Mall of San Juan

 

 

 

 

 

 

(1,418

)

 

 

 

(0.02

)

Less gains on partial dispositions of ownership interests in UJVs, net of tax

(11,277

)

 

 

 

(0.13

)

 

 

 

 

 

 

Less gains on remeasurements of ownership interests in UJVs

(14,146

)

 

 

 

(0.16

)

 

 

 

 

 

 

Less impact of share-based compensation

 

 

 

 

 

 

(28

)

 

 

 

 

Funds from Operations attributable to partnership unitholders
and participating securities of TRG

95,921

 

 

88,773,594

 

 

1.08

 

 

150,083

 

 

87,898,643

 

 

1.71

 

TCO's average ownership percentage of TRG - basic (1)

70.0

%

 

 

 

 

 

70.4

%

 

 

 

 

Funds from Operations attributable to TCO's common shareholders, excluding additional income tax expense

67,109

 

 

 

 

1.08

 

 

105,797

 

 

 

 

1.71

 

Less TCO's additional income tax expense

(19

)

 

 

 

 

 

 

 

 

 

 

Funds from Operations attributable to TCO's common shareholders (1)

67,090

 

 

 

 

1.08

 

 

105,797

 

 

 

 

1.71

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds from Operations attributable to partnership unitholders
and participating securities of TRG

95,921

 

 

88,773,594

 

 

1.08

 

 

150,083

 

 

87,898,643

 

 

1.71

 

Simon Property Group, Inc. transaction costs

15,445

 

 

 

 

0.17

 

 

 

 

 

 

 

Costs associated with shareholder activism

 

 

 

 

 

 

16,000

 

 

 

 

0.18

 

Restructuring charges

362

 

 

 

 

 

 

709

 

 

 

 

0.01

 

Costs related to Blackstone transactions (2)

1,113

 

 

 

 

0.01

 

 

2,066

 

 

 

 

0.02

 

Taubman Asia President transition costs

244

 

 

 

 

 

 

 

 

 

 

 

Promote fee adjustment, net of tax - Starfield Hanam (3)

282

 

 

 

 

 

 

 

 

 

 

 

Fluctuation in fair value of equity securities

1,535

 

 

 

 

0.02

 

 

(3,346

)

 

 

 

(0.04

)

Adjusted Funds from Operations attributable to partnership unitholders
and participating securities of TRG

114,902

 

 

88,773,594

 

 

1.29

 

 

165,512

 

 

87,898,643

 

 

1.88

 

TCO's average ownership percentage of TRG - basic (4)

70.0

%

 

 

 

 

 

70.4

%

 

 

 

 

Funds from Operations attributable to TCO's common shareholders, excluding additional income tax expense

80,408

 

 

 

 

1.29

 

 

116,584

 

 

 

 

1.88

 

Less TCO's additional income tax expense

(19

)

 

 

 

 

 

 

 

 

 

 

Funds from Operations attributable to TCO's common shareholders (1)

80,389

 

 

 

 

1.29

 

 

116,584

 

 

 

 

1.88

 

(1)

 

For the six months ended June 30, 2020, Funds from Operations attributable to TCO's common shareholders was $66,265 using TCO's diluted average ownership percentage of TRG of 69.2%. For the six months ended June 30, 2019, Funds from Operations attributable to TCO's common shareholders was $104,474 using TCO's diluted average ownership percentage of TRG of 69.6%.

(2)

 

 

For the six months ended June 30, 2020, includes $1.1 million of deferred income tax expense related to the Blackstone transactions, which has been recorded within Income Tax Benefit (Expense) in our Statement of Operations and Comprehensive Income (Loss). For the six months ended June 30, 2019, includes $0.5 million of disposition costs and $1.6 million of deferred income tax expense related to the Blackstone transactions, which have been recorded within Nonoperating Income (Expense) and Income Tax Benefit (Expense), respectively, in our Statement of Operations and Comprehensive Income (Loss).

(3)

 

Includes a reduction of $0.3 million of promote fee income related to the previously recognized promote fee, net of tax, for Starfield Hanam, which have been recorded within Equity in Income of UJVs in our Statement of Operations and Comprehensive Income (Loss).

(4)

 

For the six months ended June 30, 2020, Adjusted Funds from Operations attributable to TCO's common shareholders was $79,402 using TCO's diluted average ownership percentage of TRG of 69.2%. For the six months ended June 30, 2019, Adjusted Funds from Operations attributable to TCO's common shareholders was $115,133 using TCO's diluted average ownership percentage of TRG of 69.6%.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

Table 6 - Reconciliation of Net Income to Beneficial Interest in EBITDA and Adjusted Beneficial Interest in EBITDA

 

 

 

 

For the Periods Ended June 30, 2020 and 2019

 

 

 

 

 

 

 

(in thousands of dollars; amounts attributable to TCO may not recalculate due to rounding)

 

 

 

 

 

 

 

Three Months Ended

 

Year to Date

 

2020

 

2019

 

2020

 

2019

Net income (loss)

(41,795

)

 

16,877

 

 

(5,311

)

 

46,615

 

 

 

 

 

 

 

 

 

Add (less) depreciation and amortization:

 

 

 

 

 

 

 

Consolidated businesses at 100%

61,838

 

 

44,259

 

 

113,534

 

 

89,215

 

Noncontrolling partners in consolidated joint ventures

(1,883

)

 

(2,113

)

 

(3,855

)

 

(4,348

)

Share of UJVs

15,636

 

 

18,954

 

 

32,033

 

 

36,146

 

 

 

 

 

 

 

 

 

Add (less) interest expense and income tax expense (benefit):

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

Consolidated businesses at 100%

33,353

 

 

38,010

 

 

68,202

 

 

74,895

 

Noncontrolling partners in consolidated joint ventures

(2,748

)

 

(3,029

)

 

(5,544

)

 

(6,054

)

Share of UJVs

15,945

 

 

18,005

 

 

32,360

 

 

34,781

 

Income tax expense (benefit):

 

 

 

 

 

 

 

Consolidated businesses at 100%

(248

)

 

2,364

 

 

508

 

 

2,903

 

Noncontrolling partners in consolidated joint ventures

 

 

(139

)

 

 

 

(189

)

Share of UJVs

104

 

 

912

 

 

429

 

 

1,689

 

Share of income tax expense on dispositions of ownership interests

 

 

 

 

1,482

 

 

 

 

 

 

 

 

 

 

 

Less noncontrolling share of income of consolidated joint ventures

(300

)

 

(832

)

 

(1,323

)

 

(2,261

)

 

 

 

 

 

 

 

 

Beneficial interest in EBITDA

79,902

 

 

133,268

 

 

232,515

 

 

273,392

 

 

 

 

 

 

 

 

 

TCO's average ownership percentage of TRG - basic

70.2

%

 

69.8

%

 

70.0

%

 

70.4

%

 

 

 

 

 

 

 

 

Beneficial interest in EBITDA attributable to TCO

56,109

 

 

93,027

 

 

162,785

 

 

192,620

 

 

 

 

 

 

 

 

 

Beneficial interest in EBITDA

79,902

 

 

133,268

 

 

232,515

 

 

273,392

 

 

 

 

 

 

 

 

 

Add (less):

 

 

 

 

 

 

 

Simon Property Group, Inc. transaction costs

9,060

 

 

 

 

15,445

 

 

 

Costs associated with shareowner activism

 

 

12,000

 

 

 

 

16,000

 

Restructuring charges

 

 

84

 

 

362

 

 

709

 

Disposition costs related to Blackstone transactions

 

 

487

 

 

 

 

487

 

Taubman Asia President transition costs

 

 

 

 

244

 

 

 

Promote fee adjustment - Starfield Hanam

 

 

 

 

309

 

 

 

Fluctuation in fair value of equity securities

1,535

 

 

 

 

1,535

 

 

(3,346

)

Gains on partial dispositions of ownership interests in UJVs

(363

)

 

 

 

(12,759

)

 

 

Gains on remeasurments of ownership interests in UJVs

(417

)

 

 

 

(14,146

)

 

 

Gain on insurance recoveries - The Mall of San Juan

 

 

(1,418

)

 

 

 

(1,418

)

 

 

 

 

 

 

 

 

Adjusted Beneficial interest in EBITDA

89,717

 

 

144,421

 

 

223,505

 

 

285,824

 

 

 

 

 

 

 

 

 

TCO's average ownership percentage of TRG - basic

70.2

%

 

69.8

%

 

70.0

%

 

70.4

%

 

 

 

 

 

 

 

 

Adjusted Beneficial interest in EBITDA attributable to TCO

63,001

 

 

100,812

 

 

156,519

 

 

201,314

 

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

 

 

 

Table 7 - Reconciliation of Net Income (Loss) to Net Operating Income (NOI)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30, 2020, 2019, and 2018

 

 

 

 

 

 

 

 

 

 

 

(in thousands of dollars)

Three Months Ended

 

Three Months Ended

 

2020

 

2019

 

Growth %

 

2019

 

2018

 

Growth %

Net income (loss)

(41,795

)

 

16,877

 

 

 

 

16,877

 

 

30,093

 

 

 

Add (less) depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

61,838

 

 

44,259

 

 

 

 

44,259

 

 

42,996

 

 

 

Noncontrolling partners in consolidated joint ventures

(1,883

)

 

(2,113

)

 

 

 

(2,113

)

 

(1,717

)

 

 

Share of UJVs

15,636

 

 

18,954

 

 

 

 

18,954

 

 

17,325

 

 

 

Add (less) interest expense and income tax expense (benefit):

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

33,353

 

 

38,010

 

 

 

 

38,010

 

 

33,023

 

 

 

Noncontrolling partners in consolidated joint ventures

(2,748

)

 

(3,029

)

 

 

 

(3,029

)

 

(3,028

)

 

 

Share of UJVs

15,945

 

 

18,005

 

 

 

 

18,005

 

 

17,263

 

 

 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

(248

)

 

2,364

 

 

 

 

2,364

 

 

28

 

 

 

Noncontrolling partners in consolidated joint ventures

 

 

(139

)

 

 

 

(139

)

 

(33

)

 

 

Share of UJVs

104

 

 

912

 

 

 

 

912

 

 

654

 

 

 

Less noncontrolling share of income of consolidated joint ventures

(300

)

 

(832

)

 

 

 

(832

)

 

(1,480

)

 

 

Add EBITDA attributable to outside partners:

 

 

 

 

 

 

 

 

 

 

 

EBITDA attributable to noncontrolling partners in consolidated joint ventures

4,931

 

 

6,113

 

 

 

 

6,113

 

 

6,258

 

 

 

EBITDA attributable to outside partners in UJVs

39,531

 

 

49,119

 

 

 

 

49,119

 

 

46,206

 

 

 

EBITDA at 100%

124,364

 

 

188,500

 

 

 

 

188,500

 

 

187,588

 

 

 

Add (less) items excluded from shopping center NOI:

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

7,523

 

 

8,554

 

 

 

 

8,554

 

 

8,522

 

 

 

Management, leasing, and development services, net

(165

)

 

(401

)

 

 

 

(401

)

 

(418

)

 

 

Simon Property Group, Inc. transaction costs

9,060

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

 

 

84

 

 

 

 

84

 

 

(77

)

 

 

Costs associated with shareholder activism

 

 

12,000

 

 

 

 

12,000

 

 

5,000

 

 

 

Straight-line of rents

4,097

 

 

(2,277

)

 

 

 

(2,277

)

 

(1,927

)

 

 

Nonoperating (income) expense

423

 

 

(7,550

)

 

 

 

(7,550

)

 

(12,882

)

 

 

Gain on partial disposition of ownership interest in UJV

(363

)

 

 

 

 

 

 

 

 

 

 

Gain on remeasurement of ownership interest in UJV

(417

)

 

 

 

 

 

 

 

 

 

 

Unallocated operating expenses and other

4,969

 

 

8,382

 

 

 

 

8,382

 

 

8,402

 

 

 

NOI at 100% - total portfolio

149,491

 

 

207,292

 

 

 

 

207,292

 

 

194,208

 

 

 

Less - NOI of non-comparable centers

(8,655

)

(1)

(22,075

)

(1)

 

 

(18,193

)

(2)

(9,567

)

(2)

 

NOI at 100% - comparable centers

140,836

 

 

185,217

 

 

(24.0)%

 

189,099

 

 

184,641

 

 

2.4%

Foreign currency exchange rate fluctuation adjustment

1,023

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers including lease cancellation income at constant currency

141,859

 

 

185,217

 

 

(23.4)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers

140,836

 

 

185,217

 

 

 

 

189,099

 

 

184,641

 

 

 

Less lease cancellation income - comparable centers

(5,041

)

 

(4,954

)

 

 

 

(5,946

)

 

(2,060

)

 

 

NOI at 100% - comparable centers excluding lease cancellation income

135,795

 

 

180,263

 

 

(24.7)%

 

183,153

 

 

182,581

 

 

0.3%

Foreign currency exchange rate fluctuation adjustment

1,023

 

 

 

 

 

 

2,017

 

 

 

 

 

NOI at 100% - comparable centers excluding lease cancellation income at constant currency

136,818

 

 

180,263

 

 

(24.1)%

 

185,170

 

 

182,581

 

 

1.4%

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers

140,836

 

 

185,217

 

 

 

 

 

 

 

 

 

Less NOI of comparable centers attributable to noncontrolling partners in consolidated joint ventures and outside partners in UJVs

(42,659

)

 

(54,713

)

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers including lease cancellation income

98,177

 

 

130,504

 

 

(24.8)%

 

 

 

 

 

 

Beneficial interest in foreign currency exchange rate fluctuation adjustment

219

 

 

 

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers including lease cancellation income at constant currency

98,396

 

 

130,504

 

 

(24.6)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers excluding lease cancellation income

135,795

 

 

180,263

 

 

 

 

 

 

 

 

 

Less NOI of comparable centers excluding lease cancellation income attributable to noncontrolling partners in consolidated joint ventures and outside partners in UJVs

(41,511

)

 

(53,693

)

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers excluding lease cancellation income

94,284

 

 

126,570

 

 

(25.5)%

 

 

 

 

 

 

Beneficial interest in foreign currency exchange rate fluctuation adjustment

219

 

 

 

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers excluding lease cancellation income at constant currency

94,503

 

 

126,570

 

 

(25.3)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - total portfolio

149,491

 

 

207,292

 

 

 

 

207,292

 

 

194,208

 

 

 

Less lease cancellation income - total portfolio

(5,290

)

 

(7,431

)

 

 

 

(7,431

)

 

(2,060

)

 

 

Less NOI attributable to noncontrolling partners in consolidated joint ventures and outside partners in UJVs excluding lease cancellation income - total portfolio

(43,441

)

 

(54,341

)

 

 

 

(54,341

)

 

(52,962

)

 

 

Beneficial interest in NOI - total portfolio excluding lease cancellation income

100,760

 

 

145,520

 

 

(30.8)%

 

145,520

 

 

139,186

 

 

4.6%

(1)

Includes Beverly Center, The Gardens Mall, The Mall of San Juan, Stamford Town Center, and Taubman Prestige Outlets Chesterfield.

(2)

Includes Beverly Center, The Gardens Mall, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

 

 

 

Table 8 - Reconciliation of Net Income (Loss) to Net Operating Income (NOI)

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2020, 2019, and 2018

 

 

 

 

 

 

 

 

 

 

 

(in thousands of dollars)

Year to Date

 

Year to Date

 

2020

 

2019

 

Growth %

 

2019

 

2018

 

Growth %

Net income (loss)

(5,311

)

 

46,615

 

 

 

 

46,615

 

 

64,689

 

 

 

Add (less) depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

113,534

 

 

89,215

 

 

 

 

89,215

 

 

78,018

 

 

 

Noncontrolling partners in consolidated joint ventures

(3,855

)

 

(4,348

)

 

 

 

(4,348

)

 

(3,569

)

 

 

Share of UJVs

32,033

 

 

36,146

 

 

 

 

36,146

 

 

34,380

 

 

 

Add (less) interest expense and income tax expense:

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

68,202

 

 

74,895

 

 

 

 

74,895

 

 

63,846

 

 

 

Noncontrolling partners in consolidated joint ventures

(5,544

)

 

(6,054

)

 

 

 

(6,054

)

 

(6,039

)

 

 

Share of UJVs

32,360

 

 

34,781

 

 

 

 

34,781

 

 

34,014

 

 

 

Income tax expense:

 

 

 

 

 

 

 

 

 

 

 

Consolidated businesses at 100%

508

 

 

2,903

 

 

 

 

2,903

 

 

212

 

 

 

Noncontrolling partners in consolidated joint ventures

 

 

(189

)

 

 

 

(189

)

 

(83

)

 

 

Share of UJVs

429

 

 

1,689

 

 

 

 

1,689

 

 

1,364

 

 

 

Share of income tax expense on disposition of ownership interests

1,482

 

 

 

 

 

 

 

 

 

 

 

Less noncontrolling share of income of consolidated joint ventures

(1,323

)

 

(2,261

)

 

 

 

(2,261

)

 

(2,824

)

 

 

Add EBITDA attributable to outside partners:

 

 

 

 

 

 

 

 

 

 

 

EBITDA attributable to noncontrolling partners in consolidated joint ventures

10,722

 

 

12,852

 

 

 

 

12,852

 

 

12,515

 

 

 

EBITDA attributable to outside partners in UJVs

90,810

 

 

96,263

 

 

 

 

96,263

 

 

97,233

 

 

 

EBITDA at 100%

334,047

 

 

382,507

 

 

 

 

382,507

 

 

373,756

 

 

 

Add (less) items excluded from shopping center NOI:

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

15,539

 

 

17,130

 

 

 

 

17,130

 

 

17,015

 

 

 

Management, leasing, and development services, net

(238

)

 

(1,086

)

 

 

 

(1,086

)

 

(910

)

 

 

Simon Property Group, Inc. transaction costs

15,445

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

362

 

 

709

 

 

 

 

709

 

 

(423

)

 

 

Costs associated with shareholder activism

 

 

16,000

 

 

 

 

16,000

 

 

8,500

 

 

 

Straight-line of rents

3,068

 

 

(5,184

)

 

 

 

(5,184

)

 

(7,414

)

 

 

Nonoperating income, net

(462

)

 

(16,684

)

 

 

 

(16,684

)

 

(6,086

)

 

 

Gains on partial dispositions of ownership interests in UJVs

(12,759

)

 

 

 

 

 

 

 

 

 

 

Gains on remeasurements of ownership interests in UJVs

(14,146

)

 

 

 

 

 

 

 

 

 

 

Unallocated operating expenses and other

9,976

 

 

16,122

 

 

 

 

16,122

 

 

16,523

 

 

 

NOI at 100% - total portfolio

350,832

 

 

409,514

 

 

 

 

409,514

 

 

400,961

 

 

 

Less - NOI of non-comparable centers

(26,757

)

(1)

(36,341

)

(1)

 

 

(29,931

)

(2)

(18,828

)

(2)

 

NOI at 100% - comparable centers

324,075

 

 

373,173

 

 

(13.2)%

 

379,583

 

 

382,133

 

 

(0.7)%

Foreign currency exchange rate fluctuation adjustment

2,152

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers including lease cancellation income at constant currency

326,227

 

 

373,173

 

 

(12.6)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers

324,075

 

 

373,173

 

 

 

 

379,583

 

 

382,133

 

 

 

Less lease cancellation income - comparable centers

(7,095

)

 

(5,443

)

 

 

 

(6,435

)

 

(13,744

)

 

 

NOI at 100% - comparable centers excluding lease cancellation income

316,980

 

 

367,730

 

 

(13.8)%

 

373,148

 

 

368,389

 

 

1.3%

Foreign currency exchange rate fluctuation adjustment

2,152

 

 

 

 

 

 

3,370

 

 

 

 

 

NOI at 100% - comparable centers excluding lease cancellation income at constant currency

319,132

 

 

367,730

 

 

(13.2)%

 

376,518

 

 

368,389

 

 

2.2%

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers

324,075

 

 

373,173

 

 

 

 

 

 

 

 

 

Less NOI of comparable centers attributable to noncontrolling partners in consolidated joint ventures and outside partners in UJVs

(96,525

)

 

(112,604

)

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers including lease cancellation income

227,550

 

 

260,569

 

 

(12.7)%

 

 

 

 

 

 

Beneficial interest in foreign currency exchange rate fluctuation adjustment

451

 

 

 

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers including lease cancellation income at constant currency

228,001

 

 

260,569

 

 

(12.5)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - comparable centers excluding lease cancellation income

316,980

 

(1)

367,730

 

(1)

 

 

 

 

 

 

 

Less NOI of comparable centers excluding lease cancellation income attributable to noncontrolling partners in consolidated joint ventures and outside partners in UJVs

(95,179

)

 

(111,499

)

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers excluding lease cancellation income

221,801

 

 

256,231

 

 

(13.4)%

 

 

 

 

 

 

Beneficial interest in foreign currency exchange rate fluctuation adjustment

451

 

 

 

 

 

 

 

 

 

 

 

Beneficial interest in NOI - comparable centers excluding lease cancellation income at constant currency

222,252

 

 

256,231

 

 

(13.3)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI at 100% - total portfolio

350,832

 

 

409,514

 

 

 

 

409,514

 

 

400,961

 

 

 

Less lease cancellation income - total portfolio

(7,742

)

 

(8,000

)

 

 

 

(8,000

)

 

(15,845

)

 

 

Less NOI attributable to noncontrolling partners in consolidated joint ventures and outside partners in UJVs excluding lease cancellation income - total portfolio

(100,771

)

 

(108,914

)

 

 

 

(108,914

)

 

(106,839

)

 

 

Beneficial interest in NOI - total portfolio excluding lease cancellation income

242,319

 

 

292,600

 

 

(17.2)%

 

292,600

 

 

278,277

 

 

5.1%

(1)

Includes Beverly Center, The Gardens Mall, The Mall of San Juan, Stamford Town Center, and Taubman Prestige Outlets Chesterfield.

(2)

Includes Beverly Center, The Gardens Mall, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 9 - Debt Summary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

(in millions of dollars, amounts may not add due to rounding)

 

 

 

 

 

 

 

 

 

 

 

 

Ownership %

 

Amortizing (A)/

 

Maturity

 

100%

 

Beneficial Interest

 

Effective Rate

 

LIBOR Rate

 

Consolidated Fixed Rate Debt:

(if not 100%)

 

Interest Only (I)

 

Date

 

6/30/2020

 

6/30/2020

(a)

6/30/2020

(b)

Spread

 

Cherry Creek Shopping Center

50.00

%

 

I

 

6/1/2028

 

550.0

 

 

275.0

 

 

3.85

%

 

 

 

City Creek Center

 

 

A

 

8/1/2023

 

74.5

 

 

74.5

 

 

4.37

%

 

 

 

Great Lakes Crossing Outlets

 

 

A

 

1/6/2023

 

190.9

 

 

190.9

 

 

3.60

%

 

 

 

The Mall at Short Hills

 

 

I

 

10/1/2027

 

1,000.0

 

 

1,000.0

 

 

3.48

%

 

 

 

Twelve Oaks Mall

 

 

A

 

3/6/2028

 

290.0

 

 

290.0

 

 

4.85

%

 

 

 

 

 

 

 

 

 

 

2,105.4

 

 

1,830.4

 

 

 

 

 

 

 

 

 

 

 

 

 

3.81

%

 

3.80

%

 

 

 

 

 

Consolidated Floating Rate Debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Mall at Green Hills

 

 

I

 

12/1/2020

(c)

150.0

 

 

150.0

 

 

1.62

%

(c)

1.45%

(c)

International Market Place

93.50

%

 

I

 

8/9/2021

(d)

250.0

 

 

233.8

 

 

2.32

%

 

2.15%

(d)

TRG $65M Revolving Credit Facility

 

 

I

 

4/24/2021

 

0.0

 

(e)

0.0

 

 

1.56

%

(e)

1.40%

 

TRG $1.1B Revolving Credit Facility

 

 

I

 

2/1/2024

(f)

845.0

 

 

845.0

 

 

1.55

%

(f)

1.38%

(f)

 

 

 

 

 

 

 

1,245.0

 

 

1,228.8

 

 

 

 

 

 

 

 

 

 

 

 

 

1.71

%

 

1.70

%

 

 

 

 

 

Consolidated Floating Rate Debt Swapped to Fixed:

 

 

 

 

 

 

 

 

 

 

 

 

 

TRG $275M Term Loan

 

 

I

 

2/1/2025

 

275.0

 

 

275.0

 

 

3.69

%

(g)

1.55%

(g)

TRG $250M Term Loan

 

 

I

 

3/31/2023

 

250.0

 

 

250.0

 

 

4.62

%

(h)

1.60%

(h)

TRG $1.1B Revolving Credit Facility (portion swapped)

 

I

 

2/1/2024

(f)

25.0

 

 

25.0

 

 

3.51

%

(f)

1.38%

(f)

U.S. Headquarters

 

 

I

 

3/1/2024

 

12.0

 

 

12.0

 

 

3.49

%

(i)

 

 

 

 

 

 

 

 

 

562.0

 

 

562.0

 

 

 

 

 

 

 

 

 

 

 

 

 

4.09

%

 

4.09

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Consolidated Deferred Financing Costs, Net

 

 

 

 

 

(11.4

)

 

(10.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Consolidated

 

 

 

 

 

 

3,900.9

 

 

3,610.2

 

 

 

 

 

 

Weighted Rate (excluding deferred financing costs)

 

 

 

 

 

3.18

%

 

3.13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Ventures Fixed Rate Debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CityOn.Xi'an

25.00

%

 

A

 

3/14/2029

 

152.0

 

(j)

38.0

 

 

6.00

%

 

 

 

CityOn.Zhengzhou

24.50

%

 

A

 

3/22/2032

 

73.5

 

(k)

18.0

 

 

5.60

%

(k)

 

 

Country Club Plaza

50.00

%

 

A

(l)

4/1/2026

 

313.7

 

 

156.9

 

 

3.85

%

 

 

 

Fair Oaks Mall

50.00

%

 

A

 

5/10/2023

 

252.7

 

 

126.4

 

 

5.32

%

 

 

 

The Gardens Mall

48.50

%

 

I - until
8/15/2021

(m)

7/15/2025

(m)

195.0

 

 

105.3

 

(m)

4.09

%

(m)

 

 

International Plaza

50.10

%

 

A

 

12/1/2021

 

294.7

 

 

147.6

 

 

4.85

%

 

 

 

The Mall at Millenia

50.00

%

 

I

 

10/15/2024

 

350.0

 

 

175.0

 

 

4.00

%

 

 

 

The Mall at Millenia

50.00

%

 

I

 

10/15/2024

 

100.0

 

 

50.0

 

 

3.75

%

 

 

 

Starfield Anseong

49.00

%

 

I

 

2/28/2025

 

129.9

 

(n)

63.7

 

 

2.22

%

(n)

 

 

Starfield Hanam

17.15

%

 

I

 

11/25/2020

 

257.4

 

(o)

44.1

 

 

2.58

%

(o)

 

 

Sunvalley

50.00

%

 

A

 

9/1/2022

 

163.0

 

 

81.5

 

 

4.44

%

 

 

 

Taubman Land Associates

50.00

%

 

A

 

11/1/2022

 

20.4

 

 

10.2

 

 

3.84

%

 

 

 

The Mall at University Town Center

50.00

%

 

I - until
12/1/2022

 

11/1/2026

 

280.0

 

 

140.0

 

 

3.40

%

 

 

 

Waterside Shops

50.00

%

 

I

(p)

4/15/2026

 

165.0

 

 

82.5

 

 

3.86

%

 

 

 

Westfarms

78.94

%

 

A

 

7/1/2022

 

272.0

 

 

214.7

 

 

4.50

%

 

 

 

 

 

 

 

 

 

 

3,019.4

 

 

1,453.9

 

 

 

 

 

 

 

 

 

 

 

 

 

4.12

%

 

4.17

%

 

 

 

 

 

Joint Venture Floating Rate Debt Swapped to Fixed:

 

 

 

 

 

 

 

 

 

 

 

 

 

International Plaza

50.10

%

 

A

 

12/1/2021

 

156.7

 

 

78.5

 

 

3.58

%

(q)

 

 

Starfield Hanam

17.15

%

 

I

 

11/8/2020

 

52.1

 

(r)

8.9

 

 

3.12

%

(r)

 

 

 

 

 

 

 

 

 

208.8

 

 

87.5

 

 

 

 

 

 

 

 

 

 

 

 

 

3.46

%

 

3.53

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Joint Venture Deferred Financing Costs, Net

 

 

 

 

 

(7.7

)

 

(3.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Joint Venture

 

 

 

 

 

 

3,220.5

 

 

1,537.7

 

 

 

 

 

 

Weighted Rate (excluding deferred financing costs)

 

 

 

 

 

4.08

%

 

4.13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TRG Beneficial Interest Totals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Debt

 

 

 

 

 

 

5,124.8

 

 

3,284.3

 

 

 

 

 

 

 

 

 

 

 

 

 

3.99

%

 

3.96

%

 

 

 

 

 

Floating Rate Debt

 

 

 

 

 

 

1,245.0

 

 

1,228.8

 

 

 

 

 

 

 

 

 

 

 

 

 

1.71

%

 

1.70

%

 

 

 

 

 

Floating Rate Debt Swapped to Fixed

 

 

 

 

 

 

770.8

 

 

649.5

 

 

 

 

 

 

 

 

 

 

 

 

 

3.92

%

 

4.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Deferred Financing Costs, Net

 

 

 

 

 

 

(19.1

)

 

(14.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

7,121.5

 

 

5,147.9

 

 

 

 

 

 

Weighted Rate (excluding deferred financing costs)

 

 

 

 

 

3.59

%

 

3.43

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Maturity Fixed Debt

 

 

 

 

5.8

 

 

 

 

 

 

 

 

 

 

Weighted Average Maturity Total Debt

 

 

 

 

5.0

 

 

 

 

 

 

 

 

 

 

TAUBMAN CENTERS, INC.

 

 

 

 

 

 

 

 

 

 

 

Table 9 - Debt Summary (continued)

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

(in millions of dollars, amounts may not add due to rounding)

 

 

 

 

 

 

 

 

Beneficial Share of Principal Amortization and Debt Maturities

Year

 

Fixed Rate Debt (s)

Weighted

Rate

 

Floating Rate Debt

Weighted

Rate

 

Floating Swapped
to Fixed (t)

Weighted
Rate (t)

 

Total Deferred
Financing Costs,
Net

 

Total Debt

Weighted

Rate

2020

 

60.4

 

3.09

%

 

150.0

 

1.62

%

 

9.9

 

3.16

%

 

(1.9

)

 

218.4

 

2.09

%

2021

 

176.5

 

4.78

%

 

233.8

 

2.32

%

 

77.6