- Net Income and Earnings Per Diluted Common Share (EPS) Higher
Due to Sale of Interest in CityOn.Xi’an
- Adjusted Funds from Operations (AFFO) of $0.88 per Diluted
Common Share
- Pro Rata Comparable Center NOI, Excluding Lease Cancellation
Income at Constant Currency Exchange Rates, Down 1.5 Percent
- Trailing 12-Month U.S. Comp Center Sales Per Square Foot $955,
Up 2 Percent
- Completed Financings of Starfield Anseong and
CityOn.Zhengzhou
Taubman Centers, Inc. (NYSE: TCO) today reported financial
results for the first quarter of 2020.
March 31, 2020
Three Months Ended
March 31, 2019
Three Months Ended
Net income attributable to common shareowners, diluted (in
thousands)
$19,896
$15,118
Growth rate
31.6%
Net income attributable to common shareowners (EPS) per diluted
common share
$0.32 (1)
$0.25
Growth rate
28.0%
Funds from Operations (FFO) per diluted common share
$0.79
$0.93
Growth rate
(15.1)%
Adjusted FFO per diluted common share
$0.88 (2)
$0.95 (3)
Growth rate
(7.4)%
(1) EPS for the three-month periods ended
March 31, 2020 was higher primarily due to the sale of 50 percent
of our interest in CityOn.Xi’an, resulting in the recognition of
gains totaling approximately $0.28 per diluted common share.
(2) Adjusted FFO for the three months
ended March 31, 2020 excludes restructuring charges, costs incurred
related to the Simon Property Group transaction, 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) Adjusted FFO for the three
months ended March 31, 2019 excludes a restructuring charge, costs
associated with shareholder activism and an adjustment for the
fluctuation in the fair value of equity securities.
For the quarter ended March 31, 2020, AFFO per diluted share was
$0.88, down $0.07 for the quarter ended March 31, 2019. Notably,
the company’s first quarter 2019 AFFO included $0.045 per diluted
share of insurance proceeds related to the business interruption
claim at The Mall of San Juan (San Juan, Puerto Rico). In addition,
first quarter 2020 AFFO was unfavorably impacted by the 2019
bankruptcy filing of Forever 21.
Operating Statistics
For the quarter, comparable center NOI (comp center NOI) at our
beneficial interest, excluding lease cancellation income and using
constant currency exchange rates, was down 1.5 percent. Including
lease cancellation income, it was down 0.4 percent. Comp center NOI
was primarily down due to lower rents from Forever 21. Excluding
the impact of the bankruptcy filing of Forever 21 and the
subsequent restructuring of leases, comp center NOI would have been
up.
Trailing 12-month sales in U.S. sales comparable centers were
$955 per square foot, up 2 percent over the 12-months ended March
31, 2019. U.S comparable center sales per square foot were down
11.6 percent in the first quarter. The COVID-19 pandemic and
resulting center closures, occurring in March, significantly
impacted first quarter sales. In addition, as reported a year ago,
Tesla model 3 deliveries substantially benefited 2019 first quarter
sales. For the two-month period ended February 29, 2020, sales per
square foot in U.S. comparable centers, excluding Tesla, were up
4.5 percent. Apparel sales at U.S. comparable centers were up 9.2
percent over the same period.
Average rent per square foot for the quarter in U.S. comparable
centers was $62.12, down 2 percent from $63.41 in the comparable
period last year. Excluding Forever 21, average rent per square
foot growth would have been flat.
Ending occupancy in U.S. comparable centers was 91.9 percent on
March 31, 2020, down 1.1 percent from March 31, 2019, which is
primarily related to frictional vacancy at three large spaces.
Leased space in U.S. comparable centers was 94.6 percent on March
31, 2020, down 0.9 percent from March 31, 2019.
Financing Activity
In February, the construction loan financing for Starfield
Anseong (Anseong, South Korea), which will fund the remaining
development cost, was completed. The five-year, non-recourse,
Korean Won denominated loan has a capacity of approximately $246
million U.S. dollars using the March 31, 2020 exchange rate. The
loan bears interest at the Korea Financial Investment Association
(KOFIA) Five-Year Bond Yield plus 0.76 percent and is fixed upon
each draw. The weighted average rate of the amount drawn as of
March 31, 2020 was 2.25 percent. As of March 31, 2020, $44 million
had been drawn on the facility. The company owns a 49 percent
interest in the project, which is scheduled to open in late
2020.
In March, we completed a 1.2 billion Chinese Yuan Renminbi (RMB)
(approximately $169 million U.S. dollars using the March 31, 2020
exchange rate) 12-year, fully-amortizing, non-recourse mortgage
financing at CityOn.Zhengzhou (Zhengzhou, Henan, China). The
company owns a 24.5 percent interest in the joint venture. The loan
bears interest at the Five-Year China Loan Prime Rate plus 0.85
percent, resulting in an effective rate of 5.6 percent, as of March
31, 2020. The interest rate is fixed upon each draw and there were
not any draws on this facility as of March 31, 2020. Proceeds of
the loan will be used to repay the existing other financing
arrangements of the joint venture and are ultimately expected to
result in the repatriation of approximately $42 million later this
year.
In late March, the company borrowed $350 million on its $1.1
billion primary unsecured revolving line of credit, resulting in a
total of $970 million outstanding as of March 31, 2020. The
facility has a maturity date of February 2024, with two six-month
extension options, and currently bears interest at a rate of LIBOR
plus 1.375 percent. The company increased its borrowings as a
precautionary measure to increase liquidity and preserve financial
flexibility due to uncertainty resulting from the COVID-19 pandemic
and is available to be used for temporary working capital needs and
general corporate purposes in the near future. As of March 31,
2020, the company had $395 million in cash on its consolidated
balance sheet.
In April, the company completed a one-year extension of its $65
million secured revolving line of credit. This revolving line of
credit, which is typically renewed every April, had a maturity date
of April 25, 2020. The facility continues to bear interest at a
rate of LIBOR plus 1.4 percent and all other key terms remain
unchanged. As of May 5, there had not been any borrowings on this
line of credit.
CityOn.Xi’an
In February, the company completed the sale of 50 percent of
Taubman Asia’s interest in CityOn.Xi’an (Xi’an, China) to real
estate funds managed by the Blackstone Group, Inc. (Blackstone) for
$91 million. The company now has a 25 percent ownership interest in
the center. See Taubman Completes Sale of Interest in CityOn.Xi’an
to Blackstone – February 28, 2020.
Net proceeds were approximately $48 million, following the
allocation of property-level debt, taxes and transaction costs,
which were used to pay down the company’s primary line of credit.
During the quarter, the company recognized a gain on disposition of
$10.6 million and a gain on remeasurement of $13.2 million related
to the sale. This sale represents the third and final asset sale
associated with the Blackstone transactions announced last year.
See Taubman to Sell 50 Percent of its Interests in its Three Asia
Shopping Centers to Blackstone – February 14, 2019.
COVID-19 Update
In response to the COVID-19 pandemic, the company closed all but
two of its U.S. shopping centers on March 19. The other two centers
closed soon thereafter. The company is preparing to reopen its
centers, using enhanced protocols, as soon as possible in
compliance all local, state and federal laws and mandates to help
ensure the health and safety of communities we serve.
In Asia, the company’s three centers experienced varying levels
of disruption due to COVID-19. 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 (Hanam, South
Korea) never closed. In China, only theatres and children’s
entertainment tenants, representing on average about 10 percent of
the space, remains restricted. Since reopening, both CityOn.Xi’an
and CityOn.Zhengzhou have increased their traffic and sales. Total
mall tenant sales and customer traffic at both centers upon
reopening were down nearly 90 percent year-over-year. Now, two
months later, both are approaching 2019 levels. At Starfield Hanam,
both traffic and sales have fully recovered.
In early March, the company began implementing several liquidity
enhancement initiatives in anticipation of potential disruption
related to the COVID-19 pandemic. The company has decided to defer
between $100 and $110 million of planned capital expenditures, at
beneficial interest. About half of the remaining planned capital
spending for the year, at beneficial interest, is related to the
completion of the Starfield Anseong development, which will be
funded using the recently obtained construction financing.
Operating expenses, at beneficial interest, are also expected to be
reduced by approximately $10 million for the year. These actions
have materially lowered expected cash outflows and, in combination
with the additional borrowing on the company’s line of credit, are
expected to provide ample liquidity for the company’s near-term
operations.
Investor Conference Call
Due to the pending transaction with Simon Property Group, the
company will not host a conference call to review the first 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 failure to receive, on a timely
basis or otherwise, the required approvals by Taubman’s
shareholders; 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; 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
occupancy, sales, rent collection and center development
activities; and the impact of legislative, regulatory and
competitive changes and other risk factors relating to the
industries in which Simon and Taubman operate, as detailed from
time to time in each of Simon’s and 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. 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.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving Taubman and Simon. In connection with the
proposed transaction, Taubman intends to file relevant materials
with the Securities and Exchange Commission (the “SEC”). On April
28, 2020, Taubman filed its preliminary proxy statement on Schedule
14A. Promptly after filing its definitive proxy statement with the
SEC, Taubman will mail the definitive proxy statement and a proxy
card to each shareholder of Taubman entitled to vote at the special
meeting relating to the proposed transaction. This communication is
not a substitute for the proxy statement or any other document that
Taubman may file with the SEC or send to its shareholders in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, SHAREHOLDERS OF TAUBMAN ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
TAUBMAN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TAUBMAN AND THE
PROPOSED TRANSACTION. The definitive proxy statement, the
preliminary proxy statement and other relevant materials in
connection with the proposed transaction (when they become
available), and any other documents filed by TAUBMAN with the SEC,
may be obtained free of charge at the SEC’s website
(http://www.sec.gov) or at Taubman’s website (www.taubman.com).
Participants in the Solicitation
Taubman and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of
Taubman in connection with the transaction, including a description
of their respective direct or indirect interests, by security
holdings or otherwise, is included in the Proxy Statement described
above filed with the SEC. Additional information regarding
Taubman’s directors and executive officers is also included in the
Taubman’s proxy statement on Schedule 14A for its 2019 Annual
Meeting of Shareholders, which was filed with the SEC on April 30,
2019, or its Annual Report on Form 10-K for the year ended December
31, 2018, which was filed with the SEC on February 28, 2019. These
documents are available free of charge as described above.
TAUBMAN CENTERS, INC.
Table 1 - Summary of Results
For the Three Months Ended March 31,
2020 and 2019
(in thousands of dollars, except as
indicated)
Three Months Ended
2020
2019
Net income
36,484
29,738
Noncontrolling share of income of
consolidated joint ventures
(1,023
)
(1,429
)
Noncontrolling share of income of TRG
(9,210
)
(6,801
)
Distributions to participating securities
of TRG
(595
)
(627
)
Preferred stock dividends
(5,784
)
(5,784
)
Net income attributable to Taubman
Centers, Inc. common shareowners
19,872
15,097
Net income per common share - basic
0.32
0.25
Net income per common share - diluted
0.32
0.25
Funds from Operations attributable to
partnership unitholders and participating securities of TRG (1)
69,958
81,293
Funds from Operations attributable to
TCO's common shareowners (1)
48,877
57,779
Funds from Operations per common share -
basic (1)
0.80
0.95
Funds from Operations per common share -
diluted (1)
0.79
0.93
Adjusted Funds from Operations
attributable to partnership unitholders and participating
securities of TRG (1)
78,344
82,572
Adjusted Funds from Operations
attributable to TCO's common shareowners (1)
54,736
58,688
Adjusted Funds from Operations per common
share - basic (1)
0.89
0.96
Adjusted Funds from Operations per common
share - diluted (1)
0.88
0.95
Weighted average number of common shares
outstanding - basic
61,249,637
61,124,016
Weighted average number of common shares
outstanding - diluted
61,474,090
61,399,108
Common shares outstanding at end of
period
61,375,291
61,161,539
Weighted average units - Operating
Partnership - basic
87,667,747
85,999,580
Weighted average units - Operating
Partnership - diluted
88,763,462
87,145,934
Units outstanding at end of period -
Operating Partnership
87,704,007
86,031,993
Ownership percentage of the Operating
Partnership at end of period
70.0
%
71.1
%
Number of owned shopping centers at end of
period
24
23
Operating Statistics:
NOI at 100% - comparable centers - growth
% (1)(2)
(2.5
)%
(3.5
)%
NOI at 100% - comparable centers including
lease cancellation income at constant currency - growth %
(1)(2)
(1.9
)%
Net Operating Income excluding lease
cancellation income - growth % (1)(2)
(3.4
)%
2.3
%
Net Operating Income including lease
cancellation income - growth % (1)(2)
(2.5
)%
(3.5
)%
NOI at 100% - comparable centers excluding
lease cancellation income at constant currency - growth %
(1)(2)
(2.7
)%
3.0
%
Beneficial interest in NOI - comparable
centers including lease cancellation income - growth % (1)(2)
(0.5
)%
Beneficial interest in NOI - comparable
centers including lease cancellation income at constant currency -
growth % (1)(2)
(0.4
)%
Beneficial interest in NOI - comparable
centers excluding lease cancellation income - growth % (1)(2)
(1.7
)%
Beneficial interest in NOI - comparable
centers excluding lease cancellation income at constant currency -
growth % (1)(2)
(1.5
)%
Beneficial interest in NOI - total
portfolio excluding lease cancellation income - growth % (1)(2)
(3.8
)%
5.7
%
Average rent per square foot - U.S.
Consolidated Businesses (3)
70.47
71.13
Average rent per square foot - U.S. UJVs
(3)
53.65
55.69
Average rent per square foot - Combined
U.S. centers (3)
62.12
63.41
Average rent per square foot growth % -
U.S. comparable centers (3)
(2.0
)%
Ending occupancy - all U.S. centers
90.9
%
92.2
%
Ending occupancy - U.S. comparable centers
(3)
91.9
%
93.0
%
Leased space - all U.S. centers
93.4
%
94.8
%
Leased space - U.S. comparable centers
(3)
94.6
%
95.5
%
Mall tenant sales - all U.S. centers
(4)
1,335,283
1,631,379
Mall tenant sales - U.S. comparable
centers (3)(4)
1,173,328
1,513,468
12-Months Trailing
Operating Statistics:
2020
2019
Mall tenant sales - all U.S. centers
(4)
6,619,078
6,301,796
Mall tenant sales - U.S. comparable
centers (3)(4)
5,790,735
5,777,036
Sales per square foot - U.S. comparable
centers (3)(4)
955
936
All U.S. centers (4):
Mall tenant occupancy costs as a
percentage of tenant sales - U.S. Consolidated Businesses
14.0
%
13.8
%
Mall tenant occupancy costs as a
percentage of tenant sales - U.S. UJVs
12.2
%
12.0
%
Mall tenant occupancy costs as a
percentage of tenant sales - Combined U.S. centers
13.1
%
13.0
%
U.S. comparable centers (3)(4):
Mall tenant occupancy costs as a
percentage of tenant sales - U.S. Consolidated Businesses
13.6
%
13.3
%
Mall tenant occupancy costs as a
percentage of tenant sales - U.S. UJVs
12.1
%
11.9
%
Mall tenant occupancy costs as a
percentage of tenant sales - Combined U.S. centers
12.9
%
12.7
%
(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 March 31, 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 March 31,
2020 and 2019
(in thousands of dollars)
2020
2019
CONSOLIDATED
UNCONSOLIDATED
CONSOLIDATED
UNCONSOLIDATED
BUSINESSES
JOINT VENTURES (1)
BUSINESSES
JOINT VENTURES (1)
REVENUES:
Rental revenues
142,658
134,942
144,289
129,556
Overage rents
4,217
5,626
3,141
6,379
Management, leasing, and development
services
566
1,216
Other
12,018
7,129
11,562
6,706
Total revenues
159,459
147,697
160,208
142,641
EXPENSES:
Maintenance, taxes, utilities, and
promotion
38,751
44,833
38,538
40,960
Other operating
18,142
7,501
19,225
5,521
Management, leasing, and development
services
493
531
General and administrative
8,016
8,576
Restructuring charges
362
625
Simon Property Group, Inc. transaction
costs
6,385
Costs associated with shareholder
activism
4,000
Interest expense
34,849
34,657
36,885
32,498
Depreciation and amortization
51,696
34,262
44,956
33,690
Total expenses
158,694
121,253
153,336
112,669
Nonoperating income, net
548
337
8,733
401
1,313
26,781
15,605
30,373
Income tax expense
(756
)
(1,939
)
(539
)
(1,908
)
Equity in income of UJVs
11,284
14,672
Gains on partial dispositions of ownership
interests in UJVs, net of tax
10,914
Gains on remeasurements of ownership
interests in UJVs
13,729
Net income
36,484
24,842
29,738
28,465
Net income attributable to noncontrolling
interests:
Noncontrolling share of income of
consolidated joint ventures
(1,023
)
(1,429
)
Noncontrolling share of income of TRG
(9,210
)
(6,801
)
Distributions to participating securities
of TRG
(595
)
(627
)
Preferred stock dividends
(5,784
)
(5,784
)
Net income attributable to Taubman
Centers, Inc. common shareholders
19,872
15,097
SUPPLEMENTAL INFORMATION:
EBITDA - 100%
113,983
95,700
97,446
96,561
EBITDA - outside partners' share
(5,791
)
(51,279
)
(6,739
)
(47,144
)
Beneficial interest in EBITDA
108,192
44,421
90,707
49,417
Gains on partial dispositions of ownership
interests in UJVs
(12,396
)
Gains on remeasurements of ownership
interests in UJVs
(13,729
)
Beneficial interest expense
(32,053
)
(16,415
)
(33,860
)
(16,776
)
Beneficial income tax expense - TRG and
TCO
(756
)
(325
)
(489
)
(777
)
Non-real estate depreciation
(1,197
)
(1,145
)
Preferred dividends and distributions
(5,784
)
(5,784
)
Funds from Operations attributable to
partnership unitholders and participating securities of TRG
42,277
27,681
49,429
31,864
STRAIGHTLINE AND PURCHASE ACCOUNTING
ADJUSTMENTS:
Net straight-line adjustments to rental
revenues, recoveries, and ground rent expense at TRG%
740
(113
)
1,798
166
Country Club Plaza purchase accounting
adjustments - rental revenues at TRG%
79
112
The Mall at Green Hills purchase
accounting adjustments - rental revenues
11
35
The Gardens Mall purchase accounting
adjustments - rental revenues at TRG%
(286
)
The Gardens Mall purchase accounting
adjustments - interest expense at TRG%
(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 before interest, income taxes, and
depreciation and amortization of our consolidated and
unconsolidated businesses. Beneficial interest in EBITDA represents
our share of the earnings 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. 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 (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 months ended March 31, 2020 and 2019:
FFO
EBITDA
Three Months Ended
Three Months Ended
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
■
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 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 3 - Reconciliation of Net Income
Attributable to Taubman Centers, Inc. Common Shareholders to Funds
From Operations and Adjusted Funds From Operations
For the Three Months Ended March 31,
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 attributable to TCO common
shareholders - basic
19,872
61,249,637
0.32
15,097
61,124,016
0.25
Add impact of share-based compensation
24
224,453
21
275,092
Net income attributable to TCO common
shareholders - diluted
19,896
61,474,090
0.32
15,118
61,399,108
0.25
Add depreciation of TCO's additional
basis
1,481
0.02
1,617
0.03
Net income attributable to TCO common
shareholders, excluding step-up depreciation
21,377
61,474,090
0.35
16,735
61,399,108
0.27
Add noncontrolling share of income of
TRG
9,210
26,418,110
6,801
24,875,564
Add distributions to participating
securities of TRG
595
871,262
627
871,262
Net income attributable to partnership
unitholders and participating securities of TRG
31,182
88,763,462
0.35
24,163
87,145,934
0.28
Add (less) depreciation and
amortization:
Consolidated businesses at 100%
51,696
0.58
44,956
0.52
Depreciation of TCO's additional basis
(1,481
)
(0.02
)
(1,617
)
(0.02
)
Noncontrolling partners in consolidated
joint ventures
(1,972
)
(0.02
)
(2,235
)
(0.03
)
Share of UJVs
16,397
0.18
17,192
0.20
Non-real estate depreciation
(1,197
)
(0.01
)
(1,145
)
(0.01
)
Less gains on partial dispositions of
ownership interests in UJVs, net of tax
(10,914
)
(0.12
)
Less gains on remeasurements of ownership
interests in UJVs
(13,729
)
(0.15
)
Less impact of share-based
compensation
(24
)
(0.00
)
(21
)
(0.00
)
Funds from Operations attributable to
partnership unitholders and participating securities of TRG
69,958
88,763,462
0.79
81,293
87,145,934
0.93
TCO's average ownership percentage of TRG
- basic (1)
69.9
%
71.1
%
Funds from Operations attributable to
TCO's common shareholders (1)
48,877
0.79
57,779
0.93
Funds from Operations attributable to
partnership unitholders and participating securities of TRG
69,958
88,763,462
0.79
81,293
87,145,934
0.93
Simon Property Group, Inc. transaction
costs
6,385
0.07
Costs associated with shareholder
activism
4,000
0.05
Restructuring charges
362
0.00
625
0.01
Costs related to Blackstone transactions
(2)
1,113
0.01
Taubman Asia President transition
costs
244
0.00
Promote fee adjustment, net of tax -
Starfield Hanam (3)
282
0.00
Fluctuation in fair value of equity
securities
(3,346
)
(0.04
)
Adjusted Funds from Operations
attributable to partnership unitholders and participating
securities of TRG
78,344
88,763,462
0.88
82,572
87,145,934
0.95
TCO's average ownership percentage of TRG
- basic (4)
69.9
%
71.1
%
Adjusted Funds from Operations
attributable to TCO's common shareholders (4)
54,736
0.88
58,688
0.95
(1) For the three months ended March 31,
2020, Funds from Operations attributable to TCO's common
shareholders was $48,273 using TCO's diluted average ownership
percentage of TRG of 69.0%. For the three months ended March 31,
2019, Funds from Operations attributable to TCO's common
shareholders was $57,019 using TCO's diluted average ownership
percentage of TRG of 70.1%.
(2) Includes $1.1 million of deferred
income tax expense related to the Blackstone transactions, which
has been recorded within Income Tax Expense 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 three months ended March 31,
2020, Adjusted Funds from Operations attributable to TCO's common
shareholders was $54,060 using TCO's diluted average ownership
percentage of TRG of 69.0%. For the three months ended March 31,
2019, Adjusted Funds from Operations attributable to TCO's common
shareholders was $57,916 using TCO's diluted average ownership
percentage of TRG of 70.1%.
TAUBMAN CENTERS, INC.
Table 4 - Reconciliation of Net Income
to Beneficial Interest in EBITDA and Adjusted Beneficial Interest
in EBITDA
For the Periods Ended March 31, 2020
and 2019
(in thousands of dollars; amounts
attributable to TCO may not recalculate due to rounding)
Three Months Ended
2020
2019
Net income
36,484
29,738
Add (less) depreciation and
amortization:
Consolidated businesses at 100%
51,696
44,956
Noncontrolling partners in consolidated
joint ventures
(1,972
)
(2,235
)
Share of UJVs
16,397
17,192
Add (less) interest expense and income tax
expense:
Interest expense:
Consolidated businesses at 100%
34,849
36,885
Noncontrolling partners in consolidated
joint ventures
(2,796
)
(3,025
)
Share of UJVs
16,415
16,776
Income tax expense:
Consolidated businesses at 100%
756
539
Noncontrolling partners in consolidated
joint ventures
(50
)
Share of UJVs
325
777
Share of income tax expense on
dispositions of ownership interests
1,482
Less noncontrolling share of income of
consolidated joint ventures
(1,023
)
(1,429
)
Beneficial interest in EBITDA
152,613
140,124
TCO's average ownership percentage of TRG
- basic
69.9
%
71.1
%
Beneficial interest in EBITDA
attributable to TCO
106,676
99,593
Beneficial interest in EBITDA
152,613
140,124
Add (less):
Simon Property Group, Inc. transaction
costs
6,385
Costs associated with shareowner
activism
4,000
Restructuring charges
362
625
Taubman Asia President transition
costs
244
Promote fee adjustment - Starfield
Hanam
309
Fluctuation in fair value of equity
securities
(3,346
)
Gains on partial dispositions of ownership
interests in UJVs
(12,396
)
Gains on remeasurments of ownership
interests in UJVs
(13,729
)
Adjusted Beneficial interest in
EBITDA
133,788
141,403
TCO's average ownership percentage of TRG
- basic
69.9
%
71.1
%
Adjusted Beneficial interest in EBITDA
attributable to TCO
93,518
100,502
TAUBMAN CENTERS, INC.
Table 5 - Reconciliation of Net Income
to Net Operating Income (NOI)
For the Three Months Ended March 31,
2020, 2019, and 2018
(in thousands of dollars)
Three Months Ended
Three Months Ended
2020
2019
Growth %
2019
2018
Growth %
Net income
36,484
29,738
29,738
34,596
Add (less) depreciation and
amortization:
Consolidated businesses at 100%
51,696
44,956
44,956
35,022
Noncontrolling partners in consolidated
joint ventures
(1,972
)
(2,235
)
(2,235
)
(1,852
)
Share of UJVs
16,397
17,192
17,192
17,055
Add (less) interest expense and income tax
expense:
Interest expense:
Consolidated businesses at 100%
34,849
36,885
36,885
30,823
Noncontrolling partners in consolidated
joint ventures
(2,796
)
(3,025
)
(3,025
)
(3,011
)
Share of UJVs
16,415
16,776
16,776
16,751
Income tax expense:
Consolidated businesses at 100%
756
539
539
184
Noncontrolling partners in consolidated
joint ventures
(50
)
(50
)
(50
)
Share of UJVs
325
777
777
710
Share of income tax expense on
dispositions of ownership interests
1,482
Less noncontrolling share of income of
consolidated joint ventures
(1,023
)
(1,429
)
(1,429
)
(1,344
)
Add EBITDA attributable to outside
partners:
EBITDA attributable to noncontrolling
partners in consolidated joint ventures
5,791
6,739
6,739
6,257
EBITDA attributable to outside partners in
UJVs
51,279
47,144
47,144
51,027
EBITDA at 100%
209,683
194,007
194,007
186,168
Add (less) items excluded from shopping
center NOI:
General and administrative expenses
8,016
8,576
8,576
8,493
Management, leasing, and development
services, net
(73
)
(685
)
(685
)
(492
)
Simon Property Group, Inc. transaction
costs
6,385
Restructuring charges
362
625
625
(346
)
Costs associated with shareholder
activism
4,000
4,000
3,500
Straight-line of rents
(1,029
)
(2,907
)
(2,907
)
(5,487
)
Nonoperating income, net
(885
)
(9,134
)
(9,134
)
6,796
Gains on partial dispositions of ownership
interests in UJVs
(12,396
)
Gains on remeasurements of ownership
interests in UJVs
(13,729
)
Unallocated operating expenses and
other
5,007
7,740
7,740
8,121
NOI at 100% - total portfolio
201,341
202,222
202,222
206,753
Less NOI of non-comparable centers
(18,102
)
(1)
(14,266
)
(1)
(11,738
)
(2)
(9,261
)
(2)
NOI at 100% - comparable
centers
183,239
187,956
(2.5
)%
190,484
197,492
(3.5
)%
Foreign currency exchange rate fluctuation
adjustment
1,130
NOI at 100% - comparable centers
including lease cancellation income at constant currency
184,369
187,956
(1.9
)%
190,484
197,492
NOI at 100% - comparable centers
183,239
187,956
190,484
197,492
Less lease cancellation income -
comparable centers
(2,054
)
(489
)
(489
)
(11,687
)
NOI at 100% - comparable centers
excluding lease cancellation income
181,185
187,467
(3.4
)%
189,995
185,805
2.3
%
Foreign currency exchange rate fluctuation
adjustment
1,130
1,353
NOI at 100% - comparable centers
excluding lease cancellation income at constant currency
182,315
187,467
(2.7
)%
191,348
185,805
3.0
%
NOI at 100% - comparable centers
183,239
187,956
Less NOI of comparable centers
attributable to noncontrolling partners in consolidated joint
ventures and outside partners in UJVs
(53,866
)
(57,891
)
Beneficial interest in NOI - comparable
centers including lease cancellation income
129,373
130,065
(0.5
)%
Beneficial interest in foreign currency
exchange rate fluctuation adjustment
232
Beneficial interest in NOI - comparable
centers including lease cancellation income at constant
currency
129,605
130,065
(0.4
)%
NOI at 100% - comparable centers excluding
lease cancellation income (2)
181,185
187,467
Less NOI of comparable centers excluding
lease cancellation income attributable to noncontrolling partners
in consolidated joint ventures and outside partners in UJVs
(53,673
)
(57,806
)
Beneficial interest in NOI - comparable
centers excluding lease cancellation income
127,512
129,661
(1.7
)%
Beneficial interest in foreign currency
exchange rate fluctuation adjustment
232
Beneficial interest in NOI - comparable
centers excluding lease cancellation income at constant
currency
127,744
129,661
(1.5
)%
NOI at 100% - total portfolio
201,341
202,222
202,222
206,753
Less lease cancellation income - total
portfolio
(2,452
)
(569
)
(569
)
(13,785
)
Less NOI attributable to noncontrolling
partners in consolidated joint ventures and outside partners in
UJVs excluding lease cancellation income - total portfolio
(57,330
)
(54,573
)
(54,573
)
(53,877
)
Beneficial interest in NOI - total
portfolio excluding lease cancellation income
141,559
147,080
(3.8
)%
147,080
139,091
5.7
%
(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 Mall of
San Juan, and Taubman Prestige Outlets Chesterfield.
TAUBMAN CENTERS, INC.
Table 6 - Debt Summary
As of March 31, 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
3/31/2020
3/31/2020
(a)
3/31/2020
(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
74.9
74.9
4.37
%
Great Lakes Crossing Outlets
A
1/6/2023
192.2
192.2
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
291.1
291.1
4.85
%
2,108.3
1,833.3
3.81
%
3.80
%
Consolidated Floating Rate
Debt:
The Mall at Green Hills
I
12/1/2020
150.0
150.0
3.03
%
(c)
1.45%
International Market Place
93.50
%
I
8/9/2021
(d)
250.0
233.8
3.73
%
2.15%
(d)
TRG $65M Revolving Credit Facility
I
4/25/2020
(e)
0.0
(e)
0.0
2.39
%
(e)
1.40%
TRG $1.1B Revolving Credit Facility
I
2/1/2024
(f)
945.0
945.0
2.72
%
(f)
1.38%
(f)
1,345.0
1,328.8
2.94
%
2.93
%
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
(12.1
)
(11.6
)
Total Consolidated
4,003.1
3,712.4
Weighted Rate (excluding deferred
financing costs)
3.56
%
3.54
%
Joint Ventures Fixed Rate Debt:
CityOn.Xi'an
25.00
%
(j)
A
3/14/2029
150.3
(k)
37.6
6.00
%
CityOn.Zhengzhou
24.50
%
(j)
A
4/16/2032
0.0
(l)
0.0
(l)
Country Club Plaza
50.00
%
A
4/1/2026
314.7
157.4
3.85
%
Fair Oaks Mall
50.00
%
A
5/10/2023
253.6
126.8
5.32
%
The Gardens Mall
48.50
%
I - until 8/15/2020
7/15/2025
(m)
195.0
105.8
(m)
4.07
%
(m)
International Plaza
50.10
%
A
12/1/2021
296.3
148.4
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
44.0
(n)
21.6
2.25
%
(n)
Starfield Hanam
17.15
%
(j)
I
11/25/2020
248.6
(o)
42.6
2.58
%
(o)
Sunvalley
50.00
%
A
9/1/2022
164.0
82.0
4.44
%
Taubman Land Associates
50.00
%
A
11/1/2022
20.5
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
273.8
216.1
4.50
%
2,855.8
1,396.1
4.14
%
4.21
%
Joint Venture Floating Rate Debt
Swapped to Fixed:
International Plaza
50.10
%
A
12/1/2021
157.7
79.0
3.58
%
(q)
Starfield Hanam
17.15
%
(j)
I
11/8/2020
52.1
(r)
8.9
3.12
%
(r)
209.7
87.9
3.47
%
3.53
%
Total Joint Venture Deferred Financing
Costs, Net
(5.5
)
(2.5
)
Total Joint Venture
3,060.0
1,481.5
Weighted Rate (excluding deferred
financing costs)
4.10
%
4.17
%
TRG Beneficial Interest Totals:
Fixed Rate Debt
4,964.1
3,229.4
4.00
%
3.98
%
Floating Rate Debt
1,345.0
1,328.8
2.94
%
2.93
%
Floating Rate Debt Swapped to Fixed
771.7
649.9
3.92
%
4.01
%
Total Deferred Financing Costs, Net
(17.7
)
(14.1
)
Total
7,063.1
5,193.9
Weighted Rate (excluding deferred
financing costs)
3.79
%
3.72
%
Weighted Average Maturity Fixed
Debt
5.6
Weighted Average Maturity Total
Debt
4.8
TAUBMAN CENTERS, INC.
Table 6 - Debt Summary
(continued)
As of March 31, 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
66.3
3.23
%
150.0
3.03
%
10.3
3.18
%
(2.7
)
224.0
3.10
%
2021
176.4
4.77
%
233.8
3.73
%
77.6
3.58
%
(2.9
)
484.9
4.08
%
2022
317.1
4.46
%
(2.3
)
314.8
4.46
%
2023
385.6
4.32
%
250.0
4.62
%
(1.8
)
633.8
4.44
%
2024
244.4
3.99
%
945.0
2.72
%
37.0
3.50
%
(1.6
)
1,224.8
3.00
%
2025
130.1
3.86
%
275.0
3.69
%
(1.1
)
403.9
3.74
%
2026
364.5
3.74
%
(1.0
)
363.4
3.74
%
2027
1,013.1
3.51
%
(0.7
)
1,012.4
3.51
%
2028
528.7
4.34
%
—
528.7
4.34
%
2029
3.1
6.00
%
3.1
6.00
%
3,229.4
3.98
%
1,328.8
2.93
%
649.9
4.01
%
(14.1
)
5,193.9
3.72
%
Unencumbered Assets
Center
Location
Ownership %
Consolidated Businesses:
Beverly Center
Los Angeles, CA
100%
Dolphin Mall
Miami, FL
100%
The Gardens on El Paseo
Palm Desert, CA
100%
The Mall of San Juan
San Juan, PR
95%
Unconsolidated Joint Ventures:
Stamford Town Center
Stamford, CT
50%
(a)
All debt is secured and non-recourse to
TRG unless otherwise indicated.
(b)
Includes the impact of interest rate swaps
that qualify for hedge accounting, if any, but does not include
effect of amortization of debt issuance costs, losses on settlement
of derivatives used to hedge the refinancing of certain fixed rate
debt or interest rate cap premiums, if any.
(c)
The LIBOR rate is capped at 3.00% until
maturity, resulting in a maximum interest rate of 4.45%.
(d)
The $250 million loan bears interest at
LIBOR + 2.15% and decreases to LIBOR + 1.85% upon achieving certain
performance measures. Two, one-year extension options are
available. TRG has provided an unconditional guarantee of 100% of
the principal balance and all accrued but unpaid interest during
the term of the loan.
(e)
Rate floats daily at LIBOR plus spread.
Letters of credit totaling $9.8 million are also outstanding on
facility. The facility is recourse to TRG and secured by an
indirect interest in 40% of The Mall at Short Hills. In April 2020,
a one-year extension of the maturity date was completed on the
facility.
(f)
The unsecured facility bears interest at a
range of LIBOR + 1.05% to 1.60% with a facility fee ranging from
0.20% to 0.25% based on our total leverage ratio. Two, six-month
extension options are available. The LIBOR rate is swapped to a
fixed rate of 2.14% until February 2022 on $25 million of the $1.1
billion TRG revolving credit facility. This results in an effective
interest rate in the range of 3.19% to 3.74% until February 2022 on
$25 million of the credit facility balance.
(g)
The $275 million unsecured term loan bears
interest at a range of LIBOR + 1.15% to 1.80% based on our total
leverage ratio. The LIBOR rate is swapped to a fixed rate of 2.14%
until February 2022, which results in an effective interest rate in
the range of 3.29% to 3.94% until February 2022.
(h)
The $250 million unsecured term loan bears
interest at a range of LIBOR + 1.25% to 1.90% based on our total
leverage ratio. Through the term of the loan, the LIBOR rate is
swapped to a fixed rate of 3.02% which results in an effective
interest rate in the range of 4.27% to 4.92%.
(i)
Debt is swapped to an effective rate of
3.49% until maturity.
(j)
On February 14, 2019, we announced
agreements to sell 50% of our ownership interests in Starfield
Hanam, CityOn.Xi'an, and CityOn.Zhengzhou to funds managed by
Blackstone. The completion of the sales of Starfield Hanam,
CityOn.Zhengzhou, and CityOn.Xian occurred in September 2019,
December 2019, and February 2020, respectively.
(k)
1.2 billion Renminbi (RMB) ($169.4 million
USD equivalent at March 31, 2020) non-recourse facility.
(l)
1.2 billion RMB ($169.4 million USD
equivalent at March 31, 2020) non-recourse facility. The loan bears
interest at the 5 year China RMB Loan Prime Rate plus 0.85% and is
fixed upon each draw. In April 2020, there was an initial draw of
520 million RMB ($73.4 million USD equivalent at March 31, 2020),
at a fixed rate of 5.6%, which was used to repay a portion of the
existing partner loans. No draws are allowed after October 16,
2020.
(m)
Beneficial interest in debt includes $11.3
million of purchase accounting premium from acquisition of The
Gardens Mall which reduces the stated rate on the debt of 6.8% to
an average effective rate of 4.2% on total beneficial interest in
debt over the remaining term of the loan. The effective rate for
the current quarter differs from the average over the remaining
term of the loan due to differences in amortization methods. The
Lender has the option to declare the loan due and payable if the
net income available for debt service as defined in the loan
agreement is less than a certain amount for calendar years 2020
through 2022.
(n)
300 billion Korean Won (KRW) ($246.1
million USD equivalent at March 31, 2020) non-recourse construction
facility which bears interest at the Korea Financial Investment
Association (KOFIA) Five Year AAA Financial (Bank) Yield plus 0.76%
and is fixed upon each draw. No draws are allowed after February
26, 2021.
(o)
520 billion KRW ($426.6 million USD
equivalent at March 31, 2020) non-recourse construction facility
which bears interest at the KOFIA Five Year Industrial Financial
Debentures Yield plus 1.06% and was fixed upon each draw. A letter
of credit totaling $53.2 million USD is outstanding on this
facility as security for the Starfield Hanam USD loan. No draws
were allowed after December 31, 2016.
(p)
The Waterside Shops loan is interest-only
for the term of the loan. However, if net operating income
available for debt service as defined in the loan agreement is less
than a certain amount for calendar year 2020, the lender may
require the loan to amortize based on a 30-year amortization period
beginning May 2021.
(q)
Debt is swapped to an effective rate of
3.58% until maturity. TRG has provided a several guarantee of 50.1%
of the swap obligations.
(r)
$52.1 million USD construction loan which
bears interest at three-month LIBOR + 1.60%. The joint venture has
entered into a cross-currency interest rate swap to hedge the
foreign exchange and interest rate risk associated with this debt
since the entity's functional currency is KRW and the loan is in
USD. The LIBOR rate plus spread have been swapped until September
2020 to a fixed rate of 3.12%. The foreign exchange rate for the
initial exchange, periodic interest payments and final exchange of
proceeds has been fixed at 1162 USD-KRW. The loan is secured by a
$53.2 million standby letter of credit drawn off the Starfield
Hanam KRW construction facility (see footnote (o) above).
(s)
Principal amortization includes
amortization of purchase accounting adjustments.
(t)
Represents principal amortization of
floating rate debt swapped to fixed rate debt as of March 31, 2020.
Note that not all of this debt may be swapped at these rates
through maturity. See footnote (f), (g) and (h) above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200505006037/en/
Erik Wright, Taubman, Manager, Investor Relations, 248-258-7390
ewright@taubman.com
Maria Mainville, Taubman, Director, Strategic Communications,
248-258-7469 mmainville@taubman.com
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