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Name | Symbol | Market | Type |
---|---|---|---|
Taubman Centers Prfd K | NYSE:TCOPK | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
Michigan
|
|
|
|
|
|
38-2033632
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
|
|
|
|
(I.R.S. Employer Identification No.)
|
|
200 East Long Lake Road,
|
Suite 300,
|
Bloomfield Hills,
|
Michigan,
|
USA
|
48304-2324
|
||
(Address of principal executive offices)
|
|
|
|
(Zip code)
|
|||
|
|
|
(248)
|
258-6800
|
|
|
|
(Registrant's telephone number, including area code)
|
|
|
|
|
|
|
Trading
|
Name of each exchange
|
Title of each class
|
Symbol
|
on which registered
|
Common Stock,
|
TCO
|
New York Stock Exchange
|
$0.01 Par Value
|
|
|
|
|
|
6.5% Series J Cumulative
|
TCO PR J
|
New York Stock Exchange
|
Redeemable Preferred Stock,
|
|
|
No Par Value
|
|
|
|
|
|
6.25% Series K Cumulative
|
TCO PR K
|
New York Stock Exchange
|
Redeemable Preferred Stock,
|
|
|
No Par Value
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Assets:
|
|
|
|
||||
Properties
|
$
|
4,787,845
|
|
|
$
|
4,717,569
|
|
Accumulated depreciation and amortization
|
(1,484,486
|
)
|
|
(1,404,692
|
)
|
||
|
$
|
3,303,359
|
|
|
$
|
3,312,877
|
|
Investment in Unconsolidated Joint Ventures (Notes 1, 2, and 4)
|
763,147
|
|
|
673,616
|
|
||
Cash and cash equivalents (Note 13)
|
42,749
|
|
|
48,372
|
|
||
Restricted cash (Note 13)
|
30,962
|
|
|
94,557
|
|
||
Accounts and notes receivable (Note 1)
|
78,569
|
|
|
77,730
|
|
||
Accounts receivable from related parties
|
1,191
|
|
|
1,818
|
|
||
Operating lease right-of-use assets (Note 1)
|
175,521
|
|
|
|
|||
Deferred charges and other assets
|
89,600
|
|
|
135,136
|
|
||
Total Assets
|
$
|
4,485,098
|
|
|
$
|
4,344,106
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Notes payable, net (Note 5)
|
$
|
3,812,538
|
|
|
$
|
3,830,195
|
|
Accounts payable and accrued liabilities
|
270,020
|
|
|
336,208
|
|
||
Operating lease liabilities (Note 1)
|
241,444
|
|
|
|
|||
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures (Notes 1 and 4)
|
485,048
|
|
|
477,800
|
|
||
Total Liabilities
|
$
|
4,809,050
|
|
|
$
|
4,644,203
|
|
Commitments and contingencies (Notes 1, 5, 6, 7, 8, and 9)
|
|
|
|
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests (Note 6)
|
$
|
6,000
|
|
|
$
|
7,800
|
|
|
|
|
|
||||
Equity (Deficit):
|
|
|
|
|
|
||
Taubman Centers, Inc. Shareholders’ Equity:
|
|
|
|
|
|
||
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,000,000 shares authorized, 26,413,117 and 24,862,994 shares issued and outstanding at June 30, 2019 and December 31, 2018
|
$
|
26
|
|
|
$
|
25
|
|
Series J Cumulative Redeemable Preferred Stock, 7,700,000 shares authorized, no par, $192.5 million liquidation preference, 7,700,000 shares issued and outstanding at both June 30, 2019 and December 31, 2018
|
|
|
|
||||
Series K Cumulative Redeemable Preferred Stock, 6,800,000 shares authorized, no par, $170.0 million liquidation preference, 6,800,000 shares issued and outstanding at both June 30, 2019 and December 31, 2018
|
|
|
|
||||
Common Stock, $0.01 par value, 250,000,000 shares author
ized, 61,208,580 an
d 61,069,108 shares issued and outstanding at June 30, 2019 and December 31, 2018
|
612
|
|
|
611
|
|
||
Additional paid-in capital
|
739,046
|
|
|
676,097
|
|
||
Accumulated other comprehensive inc
ome (loss) (Note 12)
|
(44,154
|
)
|
|
(25,376
|
)
|
||
Dividends in excess of net income (Notes 1 and 7)
|
(802,809
|
)
|
|
(744,230
|
)
|
||
|
$
|
(107,279
|
)
|
|
$
|
(92,873
|
)
|
Noncontrolling interests (Notes 1 and 6)
|
(222,673
|
)
|
|
(215,024
|
)
|
||
|
$
|
(329,952
|
)
|
|
$
|
(307,897
|
)
|
Total Liabilities and Equity
|
$
|
4,485,098
|
|
|
$
|
4,344,106
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues (Note 1)
|
$
|
147,006
|
|
|
|
|
$
|
291,295
|
|
|
|
||||
Minimum rents (Note 1)
|
|
|
$
|
87,580
|
|
|
|
|
|
$
|
174,405
|
|
|||
Overage rents
|
1,713
|
|
|
1,565
|
|
|
4,854
|
|
|
4,190
|
|
||||
Expense recoveries (Note 1)
|
|
|
|
50,553
|
|
|
|
|
|
102,081
|
|
||||
Management, leasing, and development services
|
892
|
|
|
826
|
|
|
2,108
|
|
|
1,620
|
|
||||
Other (Note 1)
|
11,993
|
|
|
12,245
|
|
|
23,555
|
|
|
31,965
|
|
||||
|
$
|
161,604
|
|
|
$
|
152,769
|
|
|
$
|
321,812
|
|
|
$
|
314,261
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Maintenance, taxes, utilities, and promotion
|
$
|
39,182
|
|
|
$
|
38,085
|
|
|
$
|
77,720
|
|
|
$
|
75,722
|
|
Other operating (Note 1)
|
21,232
|
|
|
21,034
|
|
|
40,457
|
|
|
44,900
|
|
||||
Management, leasing, and development services
|
491
|
|
|
408
|
|
|
1,022
|
|
|
710
|
|
||||
General and administrative
|
8,554
|
|
|
8,522
|
|
|
17,130
|
|
|
17,015
|
|
||||
Restructuring charge (Note 1)
|
84
|
|
|
(77
|
)
|
|
709
|
|
|
(423
|
)
|
||||
Costs associated with shareholder activism (Note 1)
|
12,000
|
|
|
5,000
|
|
|
16,000
|
|
|
8,500
|
|
||||
Interest expense
|
38,010
|
|
|
33,023
|
|
|
74,895
|
|
|
63,846
|
|
||||
Depreciation and amortization
|
44,259
|
|
|
42,996
|
|
|
89,215
|
|
|
78,018
|
|
||||
|
$
|
163,812
|
|
|
$
|
148,991
|
|
|
$
|
317,148
|
|
|
$
|
288,288
|
|
Nonoperating income, net (Notes 9 and 11)
|
6,627
|
|
|
12,301
|
|
|
15,360
|
|
|
5,158
|
|
||||
Income before income tax expense and equity in income of Unconsolidated Joint Ventures
|
$
|
4,419
|
|
|
$
|
16,079
|
|
|
$
|
20,024
|
|
|
$
|
31,131
|
|
Income tax expense (Note 3)
|
(2,364
|
)
|
|
(28
|
)
|
|
(2,903
|
)
|
|
(212
|
)
|
||||
Equity in income of Unconsolidated Joint Ventures (Note 4)
|
14,822
|
|
|
14,042
|
|
|
29,494
|
|
|
33,770
|
|
||||
Net income
|
$
|
16,877
|
|
|
$
|
30,093
|
|
|
$
|
46,615
|
|
|
$
|
64,689
|
|
Net income attributable to noncontrolling interests (Note 6)
|
(4,240
|
)
|
|
(8,402
|
)
|
|
(12,470
|
)
|
|
(18,025
|
)
|
||||
Net income attributable to Taubman Centers, Inc.
|
$
|
12,637
|
|
|
$
|
21,691
|
|
|
$
|
34,145
|
|
|
$
|
46,664
|
|
Distributions to participating securities of TRG (Note 8)
|
(593
|
)
|
|
(599
|
)
|
|
(1,220
|
)
|
|
(1,198
|
)
|
||||
Preferred stock dividends
|
(5,785
|
)
|
|
(5,785
|
)
|
|
(11,569
|
)
|
|
(11,569
|
)
|
||||
Net income attributable to Taubman Centers, Inc. common shareholders
|
$
|
6,259
|
|
|
$
|
15,307
|
|
|
$
|
21,356
|
|
|
$
|
33,897
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
16,877
|
|
|
$
|
30,093
|
|
|
$
|
46,615
|
|
|
$
|
64,689
|
|
Other comprehensive income (loss) (Note 12):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on interest rate instruments
|
(9,533
|
)
|
|
3,413
|
|
|
(14,421
|
)
|
|
9,832
|
|
||||
Cumulative translation adjustment
|
(13,829
|
)
|
|
(10,568
|
)
|
|
(10,511
|
)
|
|
(6,847
|
)
|
||||
Reclassification adjustment for amounts recognized in net income
|
(423
|
)
|
|
(1,004
|
)
|
|
(1,846
|
)
|
|
(230
|
)
|
||||
|
$
|
(23,785
|
)
|
|
$
|
(8,159
|
)
|
|
$
|
(26,778
|
)
|
|
$
|
2,755
|
|
Comprehensive income (loss)
|
$
|
(6,908
|
)
|
|
$
|
21,934
|
|
|
$
|
19,837
|
|
|
$
|
67,444
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
2,970
|
|
|
(6,032
|
)
|
|
(4,394
|
)
|
|
(18,825
|
)
|
||||
Comprehensive income (loss) attributable to Taubman Centers, Inc.
|
$
|
(3,938
|
)
|
|
$
|
15,902
|
|
|
$
|
15,443
|
|
|
$
|
48,619
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share (Note 10)
|
$
|
0.10
|
|
|
$
|
0.25
|
|
|
$
|
0.35
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share (Note 10)
|
$
|
0.10
|
|
|
$
|
0.25
|
|
|
$
|
0.35
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
61,171,614
|
|
|
60,992,200
|
|
|
61,147,947
|
|
|
60,954,924
|
|
|
Taubman Centers, Inc. Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Dividends in Excess of Net Income
|
|
Non-Redeemable Noncontrolling Interests
|
|
Total Equity (Deficit)
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance, April 1, 2019
|
39,355,694
|
|
|
$
|
25
|
|
|
61,161,539
|
|
|
$
|
612
|
|
|
$
|
677,755
|
|
|
$
|
(27,501
|
)
|
|
$
|
(767,622
|
)
|
|
$
|
(222,922
|
)
|
|
$
|
(339,653
|
)
|
Issuance of common stock pursuant to Continuing Offer (Notes 8 and 9)
|
(33,760
|
)
|
|
|
|
|
38,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Issuance of equity for acquisition of interest in unconsolidated joint venture (Note 2)
|
1,500,000
|
|
|
1
|
|
|
|
|
|
|
79,319
|
|
|
|
|
|
|
|
|
|
79,320
|
|
|||||||||||
Share-based compensation under employee and director benefit plans (Note 8)
|
91,183
|
|
|
|
|
8,827
|
|
|
|
|
|
1,820
|
|
|
|
|
|
|
|
|
|
|
|
1,820
|
|
||||||||
Former Taubman Asia President redeemable equity adjustment (Note 6)
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
1,800
|
|
||||||||||||||
Adjustments of noncontrolling interests (Note 6)
|
|
|
|
|
|
|
|
|
(21,648
|
)
|
|
(78
|
)
|
|
|
|
21,582
|
|
|
(144
|
)
|
||||||||||||
Dividends and distributions
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,673
|
)
|
|
(18,507
|
)
|
|
(66,180
|
)
|
|||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(151
|
)
|
|
|
|
|
(151
|
)
|
||||||||||
Net income (excludes $144 of net loss attributable to redeemable noncontrolling interest) (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
12,637
|
|
|
4,384
|
|
|
17,021
|
|
|||||||||||||
Other comprehensive income (loss) (Note 12):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on interest rate instruments
|
|
|
|
|
|
|
|
|
|
|
(6,597
|
)
|
|
|
|
(2,936
|
)
|
|
(9,533
|
)
|
|||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(9,700
|
)
|
|
|
|
(4,129
|
)
|
|
(13,829
|
)
|
|||||||||||||
Reclassification adjustment for amounts recognized in net income
|
|
|
|
|
|
|
|
|
|
|
(278
|
)
|
|
|
|
(145
|
)
|
|
(423
|
)
|
|||||||||||||
Balance, June 30, 2019
|
40,913,117
|
|
|
$
|
26
|
|
|
61,208,580
|
|
|
$
|
612
|
|
|
$
|
739,046
|
|
|
$
|
(44,154
|
)
|
|
$
|
(802,809
|
)
|
|
$
|
(222,673
|
)
|
|
$
|
(329,952
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, April 1, 2018
|
39,437,221
|
|
|
$
|
25
|
|
|
60,991,114
|
|
|
$
|
610
|
|
|
$
|
673,727
|
|
|
$
|
157
|
|
|
$
|
(667,602
|
)
|
|
$
|
(176,778
|
)
|
|
$
|
(169,861
|
)
|
Share-based compensation under employee and director benefit plans (Note 8)
|
|
|
|
|
1,098
|
|
|
|
|
|
2,574
|
|
|
|
|
|
|
|
|
2,574
|
|
||||||||||||
Adjustments of noncontrolling interests (Note 6)
|
|
|
|
|
|
|
|
|
(84
|
)
|
|
10
|
|
|
|
|
|
16
|
|
|
(58
|
)
|
|||||||||||
Dividends and distributions
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,333
|
)
|
|
(17,003
|
)
|
|
(63,336
|
)
|
|||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(241
|
)
|
|
|
|
|
(241
|
)
|
|||||||||||
Net income (excludes $58 of net loss attributable to redeemable noncontrolling interest) (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
21,691
|
|
|
8,460
|
|
|
30,151
|
|
|||||||||||||
Other comprehensive income (loss) (Note 12):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized gain on interest rate instruments
|
|
|
|
|
|
|
|
|
|
|
2,425
|
|
|
|
|
988
|
|
|
3,413
|
|
|||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(7,500
|
)
|
|
|
|
(3,068
|
)
|
|
(10,568
|
)
|
|||||||||||||
Reclassification adjustment for amounts recognized in net income
|
|
|
|
|
|
|
|
|
|
|
(714
|
)
|
|
|
|
(290
|
)
|
|
(1,004
|
)
|
|||||||||||||
Balance, June 30, 2018
|
39,437,221
|
|
|
$
|
25
|
|
|
60,992,212
|
|
|
$
|
610
|
|
|
$
|
676,217
|
|
|
$
|
(5,622
|
)
|
|
$
|
(692,485
|
)
|
|
$
|
(187,675
|
)
|
|
$
|
(208,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(1) We declared cash dividends of $0.675 and $0.655 per common share for the three months ended June 30, 2019 and 2018, respectively. We declared cash dividends of $0.40625 per Series J cumulative redeemable preferred stock and $0.390625 per Series K cumulative redeemable preferred stock for both the three months ended June 30, 2019 and 2018, respectively.
|
|
Taubman Centers, Inc. Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Dividends in Excess of Net Income
|
|
Non-Redeemable Noncontrolling Interests
|
|
Total Equity (Deficit)
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance, January 1, 2019
|
39,362,994
|
|
|
$
|
25
|
|
|
61,069,108
|
|
|
$
|
611
|
|
|
$
|
676,097
|
|
|
$
|
(25,376
|
)
|
|
$
|
(744,230
|
)
|
|
$
|
(215,024
|
)
|
|
$
|
(307,897
|
)
|
Issuance of common stock pursuant to Continuing Offer (Notes 8 and 9)
|
(41,060
|
)
|
|
|
|
45,514
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Issuance of equity for acquisition of interest in unconsolidated joint venture (Note 2)
|
1,500,000
|
|
|
1
|
|
|
|
|
|
|
79,319
|
|
|
|
|
|
|
|
|
|
79,320
|
|
|||||||||||
Share-based compensation under employee and director benefit plans (Note 8)
|
91,183
|
|
|
|
|
93,958
|
|
|
1
|
|
|
3,649
|
|
|
|
|
|
|
|
|
3,650
|
|
|||||||||||
Former Taubman Asia President redeemable equity adjustment (Note 6)
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
1,800
|
|
||||||||||||||
Adjustments of noncontrolling interests (Note 6)
|
|
|
|
|
|
|
|
|
(21,819
|
)
|
|
(76
|
)
|
|
|
|
21,658
|
|
|
(237
|
)
|
||||||||||||
Dividends and distributions
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(95,367
|
)
|
|
(35,701
|
)
|
|
(131,068
|
)
|
|||||||||||||
Adjustments of equity pursuant to adoption of ASC 842 (Note 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,156
|
|
|
1,763
|
|
|
4,919
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
(513
|
)
|
|
|
|
(513
|
)
|
||||||||||||||
Net income (excludes $237 of net loss attributable to redeemable noncontrolling interest) (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
34,145
|
|
|
12,707
|
|
|
46,852
|
|
|||||||||||||
Other comprehensive income (loss) (Note 12):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized loss on interest rate instruments
|
|
|
|
|
|
|
|
|
|
|
(10,072
|
)
|
|
|
|
(4,349
|
)
|
|
(14,421
|
)
|
|||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(7,341
|
)
|
|
|
|
(3,170
|
)
|
|
(10,511
|
)
|
|||||||||||||
Reclassification adjustment for amounts recognized in net income
|
|
|
|
|
|
|
|
|
|
|
(1,289
|
)
|
|
|
|
(557
|
)
|
|
(1,846
|
)
|
|||||||||||||
Balance, June 30, 2019
|
40,913,117
|
|
|
$
|
26
|
|
|
61,208,580
|
|
|
$
|
612
|
|
|
$
|
739,046
|
|
|
$
|
(44,154
|
)
|
|
$
|
(802,809
|
)
|
|
$
|
(222,673
|
)
|
|
$
|
(329,952
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, January 1, 2018
|
39,438,114
|
|
|
$
|
25
|
|
|
60,832,918
|
|
|
$
|
608
|
|
|
$
|
675,333
|
|
|
$
|
(6,919
|
)
|
|
$
|
(646,807
|
)
|
|
$
|
(172,268
|
)
|
|
$
|
(150,028
|
)
|
Issuance of common stock pursuant to Continuing Offer (Notes 8 and 9)
|
(893
|
)
|
|
|
|
3,353
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Share-based compensation under employee and director benefit plans (Note 8)
|
|
|
|
|
155,941
|
|
|
2
|
|
|
1,039
|
|
|
|
|
|
|
|
|
1,041
|
|
||||||||||||
Adjustments of noncontrolling interests (Note 6)
|
|
|
|
|
|
|
|
|
(155
|
)
|
|
20
|
|
|
|
|
25
|
|
|
(110
|
)
|
||||||||||||
Dividends and distributions
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(92,664
|
)
|
|
(34,090
|
)
|
|
(126,754
|
)
|
|||||||||||||
Other (Note 12)
|
|
|
|
|
|
|
|
|
|
|
(678
|
)
|
|
322
|
|
|
(277
|
)
|
|
(633
|
)
|
||||||||||||
Net income (excludes $110 of net loss attributable to redeemable noncontrolling interest) (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
46,664
|
|
|
18,135
|
|
|
64,799
|
|
|||||||||||||
Other comprehensive income (Note 12):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized gain on interest rate instruments
|
|
|
|
|
|
|
|
|
|
|
6,978
|
|
|
|
|
2,854
|
|
|
9,832
|
|
|||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(4,859
|
)
|
|
|
|
(1,988
|
)
|
|
(6,847
|
)
|
|||||||||||||
Reclassification adjustment for amounts recognized in net income
|
|
|
|
|
|
|
|
|
|
|
(164
|
)
|
|
|
|
(66
|
)
|
|
(230
|
)
|
|||||||||||||
Balance, June 30, 2018
|
39,437,221
|
|
|
$
|
25
|
|
|
60,992,212
|
|
|
$
|
610
|
|
|
$
|
676,217
|
|
|
$
|
(5,622
|
)
|
|
$
|
(692,485
|
)
|
|
$
|
(187,675
|
)
|
|
$
|
(208,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(1) We declared cash dividends of $1.35 and $1.31 per common share for the six months ended June 30, 2019 and 2018, respectively. We declared cash dividends of $0.8125 per Series J cumulative redeemable preferred stock and $0.78125 per Series K cumulative redeemable preferred stock for both the six months ended June 30, 2019 and 2018, respectively.
|
|
Six Months Ended June 30
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
46,615
|
|
|
$
|
64,689
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
89,215
|
|
|
78,018
|
|
||
Provision for bad debts
|
|
|
|
4,825
|
|
||
Fluctuation in fair value of equity securities (Note 11)
|
(3,346
|
)
|
|
914
|
|
||
Income (loss) from Unconsolidated Joint Ventures net of distributions
|
8,337
|
|
|
(243
|
)
|
||
Non-cash operating lease expense
|
1,017
|
|
|
|
|
||
Other
|
6,774
|
|
|
7,688
|
|
||
Increase (decrease) in cash attributable to changes in assets and liabilities:
|
|
|
|
|
|
||
Receivables, deferred charges, and other assets
|
(7,088
|
)
|
|
(152
|
)
|
||
Accounts payable and accrued liabilities
|
(4,525
|
)
|
|
(24,990
|
)
|
||
Net Cash Provided By Operating Activities
|
$
|
136,999
|
|
|
$
|
130,749
|
|
|
|
|
|
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||
Additions to properties
|
$
|
(88,961
|
)
|
|
$
|
(148,908
|
)
|
Proceeds from sale of equity securities (Note 11)
|
52,077
|
|
|
|
|
||
Insurance proceeds for capital items at The Mall of San Juan (Note 9)
|
948
|
|
|
5,416
|
|
||
Contributions to Unconsolidated Joint Ventures (Note 2)
|
(29,875
|
)
|
|
(88,887
|
)
|
||
Distributions from Unconsolidated Joint Ventures in excess of income
|
10,011
|
|
|
1,633
|
|
||
Other
|
46
|
|
|
44
|
|
||
Net Cash Used In Investing Activities
|
$
|
(55,754
|
)
|
|
$
|
(230,702
|
)
|
|
|
|
|
|
|
||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||
Proceeds from (payments to) revolving lines of credit, net
|
$
|
(13,425
|
)
|
|
$
|
170,085
|
|
Debt proceeds
|
|
|
|
550,000
|
|
||
Debt payments
|
(5,636
|
)
|
|
(479,300
|
)
|
||
Debt issuance costs
|
|
|
|
(2,925
|
)
|
||
Issuance of common stock and/or TRG Units in connection with incentive plans
|
(706
|
)
|
|
(2,293
|
)
|
||
Distributions to noncontrolling interests
|
(35,701
|
)
|
|
(34,090
|
)
|
||
Distributions to participating securities of TRG
|
(1,220
|
)
|
|
(1,198
|
)
|
||
Cash dividends to preferred shareholders
|
(11,569
|
)
|
|
(11,569
|
)
|
||
Cash dividends to common shareholders
|
(82,578
|
)
|
|
(79,897
|
)
|
||
Net Cash Provided By (Used In) Financing Activities
|
$
|
(150,835
|
)
|
|
$
|
108,813
|
|
|
|
|
|
|
|
||
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash (Note 13)
|
$
|
372
|
|
|
$
|
467
|
|
|
|
|
|
||||
Net Increase (Decrease) In Cash, Cash Equivalents, and Restricted Cash
|
(69,218
|
)
|
|
9,327
|
|
||
|
|
|
|
|
|
||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period (Note 13)
|
142,929
|
|
|
164,404
|
|
||
|
|
|
|
|
|
||
Cash, Cash Equivalents, and Restricted Cash at End of Period (Note 13)
|
$
|
73,711
|
|
|
$
|
173,731
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Expense recoveries
(1)
|
|
|
$
|
50,553
|
|
|
|
|
$
|
102,081
|
|
||||
Shopping center and other operational revenues
(2)
|
$
|
11,993
|
|
|
10,817
|
|
|
$
|
23,555
|
|
|
21,637
|
|
||
Management, leasing, and development services
|
892
|
|
|
826
|
|
|
2,108
|
|
|
1,620
|
|
||||
Total revenue from contracts with customers
|
$
|
12,885
|
|
|
$
|
62,196
|
|
|
$
|
25,663
|
|
|
$
|
125,338
|
|
(1)
|
Pursuant to our adoption of ASC Topic 842, "Leases", beginning January 1, 2019, expense recoveries has been combined with minimum rent on the Consolidated Statement of Operations and Comprehensive Income (Loss) into Rental Revenues and is no longer required to be disaggregated.
|
(2)
|
Represents consolidated Other revenue reported on the Consolidated Statement of Operations and Comprehensive Income (Loss) excluding lease cancellation income for the three and six months ended June 30, 2018. Pursuant to the adoption of ASC Topic 842, "Leases", beginning January 1, 2019, lease cancellation income is now presented in Rental Revenues on the Consolidated Statement of Operations and Comprehensive Income (Loss).
|
2019
|
$
|
221,574
|
|
2020
|
436,998
|
|
|
2021
|
391,005
|
|
|
2022
|
343,802
|
|
|
2023
|
309,581
|
|
|
Thereafter
|
948,854
|
|
2019
|
$
|
7,286
|
|
2020
|
13,646
|
|
|
2021
|
12,588
|
|
|
2022
|
13,983
|
|
|
2023
|
14,142
|
|
|
Thereafter
|
723,068
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Federal current
|
$
|
116
|
|
|
$
|
60
|
|
|
$
|
116
|
|
|
$
|
60
|
|
Federal deferred
|
428
|
|
|
(261
|
)
|
|
621
|
|
|
$
|
(348
|
)
|
|||
Foreign current
|
476
|
|
|
462
|
|
|
596
|
|
|
634
|
|
||||
Foreign deferred
|
1,320
|
|
(1)
|
(262
|
)
|
|
1,435
|
|
(1)
|
(124
|
)
|
||||
State current
|
22
|
|
|
|
|
|
41
|
|
|
3
|
|
||||
State deferred
|
2
|
|
|
29
|
|
|
94
|
|
|
(13
|
)
|
||||
Total income tax expense
|
$
|
2,364
|
|
|
$
|
28
|
|
|
$
|
2,903
|
|
|
$
|
212
|
|
(1)
|
As a result of our pending sale of 50% of our interests in Starfield Hanam, CityOn.Xi’an, and CityOn.Zhengzhou to funds managed by Blackstone (Note 2), we recognized foreign deferred tax expense in 2019 as we are no longer able to assert indefinite reinvestment in our China centers. The tax expense is related to an excess of the outside GAAP basis over the tax basis of our investments.
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal
|
$
|
5,093
|
|
|
$
|
5,662
|
|
Foreign
|
1,703
|
|
|
1,655
|
|
||
State
|
993
|
|
|
807
|
|
||
Total deferred tax assets
|
$
|
7,789
|
|
|
$
|
8,124
|
|
Valuation allowances
|
(1,904
|
)
|
|
(1,744
|
)
|
||
Net deferred tax assets
|
$
|
5,885
|
|
|
$
|
6,380
|
|
Deferred tax liabilities:
|
|
|
|
|
|||
Foreign
|
$
|
3,432
|
|
|
$
|
2,454
|
|
Total deferred tax liabilities
|
$
|
3,432
|
|
|
$
|
2,454
|
|
Shopping Center
|
|
Ownership as of
June 30, 2019 and
December 31, 2018
|
CityOn.Xi'an
(1)
|
|
50%
|
CityOn.Zhengzhou
(1)
|
|
49
|
Country Club Plaza
|
|
50
|
Fair Oaks Mall
|
|
50
|
The Gardens Mall
(2)
|
|
48.5/0
|
International Plaza
|
|
50.1
|
The Mall at Millenia
|
|
50
|
Stamford Town Center
|
|
50
|
Starfield Anseong (under development)
|
|
Note 2
|
Starfield Hanam
(1)
|
|
34.3
|
Sunvalley
|
|
50
|
The Mall at University Town Center
|
|
50
|
Waterside Shops
|
|
50
|
Westfarms
|
|
79
|
(1)
|
In February 2019, we entered into agreements to sell
50%
of our ownership interests in CityOn.Xi'an, CityOn.Zhengzhou, and Starfield Hanam, which are subject to customary closing conditions and are expected to close throughout 2019 (Note 2).
|
(2)
|
In April 2019, we acquired a
48.5%
interest in The Gardens Mall (Note 2).
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Assets:
|
|
|
|
||||
Properties
|
$
|
3,835,131
|
|
|
$
|
3,728,846
|
|
Accumulated depreciation and amortization
|
(967,212
|
)
|
|
(869,375
|
)
|
||
|
$
|
2,867,919
|
|
|
$
|
2,859,471
|
|
Cash and cash equivalents
|
131,509
|
|
|
161,311
|
|
||
Accounts and notes receivable
(1)
|
143,337
|
|
|
131,767
|
|
||
Operating lease right-of-use assets
(1)
|
11,534
|
|
|
|
|||
Deferred charges and other assets
|
131,435
|
|
|
140,444
|
|
||
|
$
|
3,285,734
|
|
|
$
|
3,292,993
|
|
|
|
|
|
||||
Liabilities and accumulated equity (deficiency) in assets:
|
|
|
|
|
|
||
Notes payable, net
|
$
|
3,097,056
|
|
|
$
|
2,815,617
|
|
Accounts payable and other liabilities
|
284,413
|
|
|
426,358
|
|
||
Operating lease liabilities
(1)
|
13,286
|
|
|
|
|||
TRG's accumulated deficiency in assets
(1)
|
(122,555
|
)
|
|
(49,465
|
)
|
||
Unconsolidated Joint Venture Partners' accumulated equity in assets
(1)
|
13,534
|
|
|
100,483
|
|
||
|
$
|
3,285,734
|
|
|
$
|
3,292,993
|
|
|
|
|
|
||||
TRG's accumulated deficiency in assets (above)
|
$
|
(122,555
|
)
|
|
$
|
(49,465
|
)
|
TRG's investment in Starfield Anseong (Note 2) and advances to CityOn.Zhengzhou
|
165,049
|
|
|
140,743
|
|
||
TRG basis adjustments, including elimination of intercompany profit
|
189,400
|
|
|
57,360
|
|
||
TCO's additional basis
|
46,205
|
|
|
47,178
|
|
||
Net investment in Unconsolidated Joint Ventures
|
$
|
278,099
|
|
|
$
|
195,816
|
|
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
|
485,048
|
|
|
477,800
|
|
||
Investment in Unconsolidated Joint Ventures
|
$
|
763,147
|
|
|
$
|
673,616
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
(1)
|
$
|
154,385
|
|
|
$
|
144,347
|
|
|
$
|
297,026
|
|
|
$
|
299,635
|
|
Maintenance, taxes, utilities, promotion, and other operating expenses
(1)
|
$
|
56,535
|
|
|
$
|
52,391
|
|
|
$
|
104,410
|
|
|
$
|
105,181
|
|
Interest expense
|
36,213
|
|
|
33,650
|
|
|
68,711
|
|
|
66,117
|
|
||||
Depreciation and amortization
|
33,669
|
|
|
33,152
|
|
|
66,640
|
|
|
65,936
|
|
||||
Total operating costs
|
$
|
126,417
|
|
|
$
|
119,193
|
|
|
$
|
239,761
|
|
|
$
|
237,234
|
|
Nonoperating income, net
|
923
|
|
|
581
|
|
|
1,324
|
|
|
928
|
|
||||
Income tax expense
|
(1,967
|
)
|
|
(1,428
|
)
|
|
(3,646
|
)
|
|
(2,844
|
)
|
||||
Net income
|
$
|
26,924
|
|
|
$
|
24,307
|
|
|
$
|
54,943
|
|
|
$
|
60,485
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to TRG
|
$
|
14,155
|
|
|
$
|
12,536
|
|
|
$
|
28,448
|
|
|
$
|
31,242
|
|
Realized intercompany profit, net of depreciation on TRG’s basis adjustments
|
1,152
|
|
|
1,991
|
|
|
2,018
|
|
|
3,500
|
|
||||
Depreciation of TCO's additional basis
|
(485
|
)
|
|
(485
|
)
|
|
(972
|
)
|
|
(972
|
)
|
||||
Equity in income of Unconsolidated Joint Ventures
|
$
|
14,822
|
|
|
$
|
14,042
|
|
|
$
|
29,494
|
|
|
$
|
33,770
|
|
|
|
|
|
|
|
|
|
||||||||
Beneficial interest in Unconsolidated Joint Ventures’ operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
|
$
|
52,693
|
|
|
$
|
49,284
|
|
|
$
|
102,110
|
|
|
$
|
103,528
|
|
Interest expense
|
(18,005
|
)
|
|
(17,263
|
)
|
|
(34,781
|
)
|
|
(34,014
|
)
|
||||
Depreciation and amortization
|
(18,954
|
)
|
|
(17,325
|
)
|
|
(36,146
|
)
|
|
(34,380
|
)
|
||||
Income tax expense
|
(912
|
)
|
|
(654
|
)
|
|
(1,689
|
)
|
|
(1,364
|
)
|
||||
Equity in income of Unconsolidated Joint Ventures
|
$
|
14,822
|
|
|
$
|
14,042
|
|
|
$
|
29,494
|
|
|
$
|
33,770
|
|
|
At 100%
|
|
At Beneficial Interest
|
|
||||||||||||
|
Consolidated Subsidiaries
|
|
Unconsolidated Joint Ventures
|
|
Consolidated Subsidiaries
|
|
Unconsolidated Joint Ventures
|
|
||||||||
Debt as of:
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2019
|
$
|
3,812,538
|
|
|
$
|
3,097,056
|
|
|
$
|
3,521,884
|
|
|
$
|
1,588,728
|
|
|
December 31, 2018
|
3,830,195
|
|
|
2,815,617
|
|
|
3,539,588
|
|
|
1,437,445
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Capitalized interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six Months Ended June 30, 2019
|
$
|
4,354
|
|
(1)
|
$
|
85
|
|
|
$
|
4,345
|
|
(1)
|
$
|
47
|
|
|
Six Months Ended June 30, 2018
|
7,180
|
|
|
3
|
|
|
7,154
|
|
|
2
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six Months Ended June 30, 2019
|
$
|
74,895
|
|
|
$
|
68,711
|
|
|
$
|
68,841
|
|
|
$
|
34,781
|
|
|
Six Months Ended June 30, 2018
|
63,846
|
|
|
66,117
|
|
|
57,807
|
|
|
34,014
|
|
|
(1)
|
We capitalize interest costs incurred in funding our equity contributions to development projects accounted for as Unconsolidated Joint Ventures. The capitalized interest cost is included in our basis in our investment in Unconsolidated Joint Ventures. Such capitalized interest reduces interest expense on the Consolidated Statement of Operations and Comprehensive Income (Loss) and in the table above is included within Consolidated Subsidiaries.
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Beginning Balance
|
$
|
7,800
|
|
|
$
|
7,500
|
|
|
$
|
7,800
|
|
|
$
|
7,500
|
|
Allocation of net loss
|
(144
|
)
|
|
(58
|
)
|
|
(237
|
)
|
|
(110
|
)
|
||||
Former Taubman Asia President adjustment of redeemable equity
|
(1,800
|
)
|
|
|
|
(1,800
|
)
|
|
|
||||||
Adjustments of redeemable noncontrolling interest
|
144
|
|
|
58
|
|
|
237
|
|
|
110
|
|
||||
Ending Balance
|
$
|
6,000
|
|
|
$
|
7,500
|
|
|
$
|
6,000
|
|
|
$
|
7,500
|
|
|
2019
|
|
2018
|
||||
Non-redeemable noncontrolling interests:
|
|
|
|
||||
Noncontrolling interests in consolidated joint ventures
|
$
|
(154,795
|
)
|
|
$
|
(156,470
|
)
|
Noncontrolling interests in partnership equity of TRG
|
(67,878
|
)
|
|
(58,554
|
)
|
||
|
$
|
(222,673
|
)
|
|
$
|
(215,024
|
)
|
|
Three Months Ended June 30
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss) attributable to noncontrolling interests:
|
|
|
|
||||
Non-redeemable noncontrolling interests:
|
|
|
|
||||
Noncontrolling share of income of consolidated joint ventures
|
$
|
976
|
|
|
$
|
1,538
|
|
Noncontrolling share of income of TRG
|
3,408
|
|
|
6,922
|
|
||
|
$
|
4,384
|
|
|
$
|
8,460
|
|
Redeemable noncontrolling interest:
|
(144
|
)
|
|
(58
|
)
|
||
|
$
|
4,240
|
|
|
$
|
8,402
|
|
|
Six Months Ended June 30
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss) attributable to noncontrolling interests:
|
|
|
|
||||
Non-redeemable noncontrolling interests:
|
|
|
|
||||
Noncontrolling share of income of consolidated joint ventures
|
$
|
2,498
|
|
|
$
|
2,934
|
|
Noncontrolling share of income of TRG
|
10,209
|
|
|
15,201
|
|
||
|
$
|
12,707
|
|
|
$
|
18,135
|
|
Redeemable noncontrolling interest:
|
(237
|
)
|
|
(110
|
)
|
||
|
$
|
12,470
|
|
|
$
|
18,025
|
|
|
Six Months Ended June 30
|
||||||
|
2019
|
|
2018
|
||||
Net income attributable to TCO common shareholders
|
$
|
21,356
|
|
|
$
|
33,897
|
|
Transfers (to) from the noncontrolling interest:
|
|
|
|
|
|
||
(Decrease) increase in TCO’s paid-in capital for adjustments of noncontrolling interest
(1)
|
(21,819
|
)
|
|
(155
|
)
|
||
Net transfers (to) from noncontrolling interests
|
(21,819
|
)
|
|
(155
|
)
|
||
Change from net income attributable to TCO and transfers (to) from noncontrolling interests
|
$
|
(463
|
)
|
|
$
|
33,742
|
|
(1)
|
In 2019 and 2018, adjustments of the noncontrolling interest were made as a result of changes in our ownership of TRG in connection with our share-based compensation under employee and director benefit plans (Note 8), issuances of common stock pursuant to the Continuing Offer (Note 9), issuances of TRG Units in connection with the acquisition of The Gardens Mall (Note 2), and in connection with the accounting for the Former Asia President's redeemable ownership interest.
|
Instrument Type
|
|
Ownership
|
|
Notional Amount
|
|
Swap Rate
|
|
Credit Spread on Loan
|
|
Total Swapped Rate on Loan
|
|
Maturity Date
|
|||||
Consolidated Subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Receive variable (LIBOR) /pay-fixed swap
(1)
|
|
100
|
%
|
|
100,000
|
|
|
2.14
|
%
|
|
1.60
|
%
|
(1)
|
3.74
|
%
|
(1)
|
February 2022
|
Receive variable (LIBOR) /pay-fixed swap
(1)
|
|
100
|
%
|
|
100,000
|
|
|
2.14
|
%
|
|
1.60
|
%
|
(1)
|
3.74
|
%
|
(1)
|
February 2022
|
Receive variable (LIBOR) /pay-fixed swap
(1)
|
|
100
|
%
|
|
50,000
|
|
|
2.14
|
%
|
|
1.60
|
%
|
(1)
|
3.74
|
%
|
(1)
|
February 2022
|
Receive variable (LIBOR) /pay-fixed swap
(1)
|
|
100
|
%
|
|
50,000
|
|
|
2.14
|
%
|
|
1.60
|
%
|
(1)
|
3.74
|
%
|
(1)
|
February 2022
|
Receive variable (LIBOR) /pay-fixed swap
(2)
|
|
100
|
%
|
|
125,000
|
|
|
3.02
|
%
|
(2)
|
1.60
|
%
|
(2)
|
4.62
|
%
|
(2)
|
March 2023
|
Receive variable (LIBOR) /pay-fixed swap
(2)
|
|
100
|
%
|
|
75,000
|
|
|
3.02
|
%
|
(2)
|
1.60
|
%
|
(2)
|
4.62
|
%
|
(2)
|
March 2023
|
Receive variable (LIBOR) /pay-fixed swap
(2)
|
|
100
|
%
|
|
50,000
|
|
|
3.02
|
%
|
(2)
|
1.60
|
%
|
(2)
|
4.62
|
%
|
(2)
|
March 2023
|
Receive variable (LIBOR) /pay-fixed swap
(3)
|
|
100
|
%
|
|
12,000
|
|
|
2.09
|
%
|
|
1.40
|
%
|
|
3.49
|
%
|
|
March 2024
|
Unconsolidated Joint Ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive variable (LIBOR) /pay-fixed swap
(4)
|
|
50.1
|
%
|
|
160,410
|
|
|
1.83
|
%
|
|
1.75
|
%
|
|
3.58
|
%
|
|
December 2021
|
Receive variable (LIBOR) USD/pay-fixed Korean Won (KRW) cross-currency interest rate swap
(5)
|
|
34.3
|
%
|
|
52,065 USD / 60,500,000 KRW
|
|
|
1.52
|
%
|
|
1.60
|
%
|
|
3.12
|
%
|
|
September 2020
|
(1)
|
The hedged forecasted transaction for each of these swaps is the first previously unhedged
one month LIBOR
-indexed interest payment accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow. We are currently using these swaps to manage interest rate risk on the
$300 million
unsecured term loan. The credit spread on this loan can vary within a range of
1.25%
to
1.90%
, depending on
our
total leverage ratio at the measurement date, resulting in an effective rate in the range of
3.39%
to
4.04%
during the swap period.
|
(2)
|
The hedged forecasted transaction for each of these swaps is the first previously unhedged
one-month LIBOR
-indexed interest payment accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow beginning with the
March 2019
effective date of these swaps. We are currently using these swaps to manage interest rate risk on the
$250 million
unsecured term loan. The credit spread on this loan can vary within a range of
1.25%
to
1.90%
, depending on
our
total leverage ratio at the measurement date, resulting in an effective rate in the range of
4.27%
to
4.92%
during the swap period.
|
(3)
|
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on the U.S. headquarters building.
|
(4)
|
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on International Plaza.
|
(5)
|
The notional amount on this swap is equal to the outstanding principal balance of the U.S. dollar construction loan for Starfield Hanam. There is a cross-currency interest rate swap to fix the interest rate on the loan and swap the related principal and interest payments from U.S. dollars to KRW in order to reduce the impact of fluctuations in interest rates and exchange rates on the cash flows of the joint venture. The currency swap exchange rate is
1,162.0
.
|
|
Amount of Gain or (Loss) Recognized in OCI on Derivative
|
|
Location of Gain or (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain or (Loss) Reclassified from AOCI into Income
|
||||||||||||
|
Three Months Ended June 30
|
|
|
|
Three Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts – consolidated subsidiaries
|
$
|
(8,808
|
)
|
|
$
|
2,046
|
|
|
Interest Expense
|
|
$
|
(72
|
)
|
|
$
|
162
|
|
Interest rate contracts – UJVs
|
(1,075
|
)
|
|
494
|
|
|
Equity in Income of UJVs
|
|
132
|
|
|
20
|
|
||||
Cross-currency interest rate contract – UJV
|
(73
|
)
|
|
(131
|
)
|
|
Equity in Income of UJVs
|
|
363
|
|
|
822
|
|
||||
Total derivatives in cash flow hedging relationships
|
$
|
(9,956
|
)
|
|
$
|
2,409
|
|
|
|
|
$
|
423
|
|
|
$
|
1,004
|
|
|
Amount of Gain or (Loss) Recognized in OCI on Derivative
|
|
Location of Gain or (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain or (Loss) Reclassified from AOCI into Income
|
||||||||||||
|
Six Months Ended June 30
|
|
|
|
Six Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts – consolidated subsidiaries
|
$
|
(14,524
|
)
|
|
$
|
7,918
|
|
|
Interest Expense
|
|
$
|
766
|
|
|
$
|
(301
|
)
|
Interest rate contracts – UJVs
|
(1,700
|
)
|
|
1,866
|
|
|
Equity in Income of UJVs
|
|
269
|
|
|
(286
|
)
|
||||
Cross-currency interest rate contract – UJV
|
(43
|
)
|
|
(182
|
)
|
|
Equity in Income of UJVs
|
|
811
|
|
|
817
|
|
||||
Total derivatives in cash flow hedging relationships
|
$
|
(16,267
|
)
|
|
$
|
9,602
|
|
|
|
|
$
|
1,846
|
|
|
$
|
230
|
|
|
|
|
Fair Value
|
||||||
|
Consolidated Balance Sheet Location
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Asset derivatives:
|
|
|
|
|
|
||||
Interest rate contracts – consolidated subsidiaries
|
Deferred Charges and Other Assets
|
|
|
|
|
$
|
3,530
|
|
|
Interest rate contract - UJV
|
Investment in UJVs
|
|
|
|
|
1,345
|
|
||
Total assets designated as hedging instruments
|
|
|
$
|
—
|
|
|
$
|
4,875
|
|
|
|
|
|
|
|
||||
Liability derivatives:
|
|
|
|
|
|
|
|||
Interest rate contracts – consolidated subsidiaries
|
Accounts Payable and Accrued Liabilities
|
|
$
|
(16,706
|
)
|
|
$
|
(5,710
|
)
|
Interest rate contract – UJV
|
Investment in UJVs
|
|
(355
|
)
|
|
|
|
||
Cross-currency interest rate contract – UJV
|
Investment in UJVs
|
|
(267
|
)
|
|
(963
|
)
|
||
Total liabilities designated as hedging instruments
|
|
|
$
|
(17,328
|
)
|
|
$
|
(6,673
|
)
|
|
Number of Restricted TRG Profits Units
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2019
|
69,285
|
|
|
$
|
57.93
|
|
Units recovered and cancelled
(1)
|
(368
|
)
|
|
59.49
|
|
|
Vested and converted
(2)
|
(46,506
|
)
|
|
59.45
|
|
|
Outstanding at June 30, 2019
|
22,411
|
|
|
$
|
54.73
|
|
(1)
|
This reflects the recovery and cancellation of previously granted Restricted TRG Profits Units, which vested on March 1, 2019, as a result of the actual cash distributions made during the vesting period.
|
(2)
|
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.
|
|
Number of relative TSR Performance-based TRG Profits Units
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2019
|
148,078
|
|
|
$
|
25.17
|
|
Units recovered and cancelled
(1)
|
(76,489
|
)
|
|
26.42
|
|
|
Vested and converted
(2)
|
(21,169
|
)
|
|
26.30
|
|
|
Outstanding at June 30, 2019
|
50,420
|
|
|
$
|
22.81
|
|
(1)
|
This reflects the recovery and cancellation of previously granted (
300%
of target grant amount) Relative TSR Performance-based TRG Profits Units, which vested on March 1, 2019, as a result of the performance payout ratio of
22%
and the actual cash distributions made during the vesting period. That is, despite the completion of applicable employee service requirements, the number of Relative TSR Performance-based TRG Profits Units ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.
|
(2)
|
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.
|
|
Number of NOI Performance-based TRG Profits Units
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2019
|
149,949
|
|
|
$
|
19.29
|
|
Units recovered and cancelled
(1)
|
(68,730
|
)
|
|
17.47
|
|
|
Vested and converted
(2)
|
(30,799
|
)
|
|
18.86
|
|
|
Outstanding at June 30, 2019
|
50,420
|
|
|
$
|
18.29
|
|
(1)
|
This reflects the recovery and cancellation of previously granted (
300%
of target grant amount) NOI Performance-based TRG Profits Units, which vested on March 1, 2019, as a result of the performance payout ratio of
30%
and the actual cash distributions made during the vesting period. That is, despite the completions of applicable employee service requirements, the number of NOI Performance-based TRG Profits Units ultimately considered earned is determined by the extent to which the NOI performance measure was achieved during the performance period.
|
(2)
|
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.
|
|
Number of TSR PSU
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2019
|
14,197
|
|
|
$
|
79.13
|
|
Granted
|
20,936
|
|
|
85.44
|
|
|
Outstanding at June 30, 2019
|
35,133
|
|
|
$
|
82.89
|
|
|
Number of NOI PSU
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2019
|
14,197
|
|
|
$
|
60.59
|
|
Granted
|
20,936
|
|
|
52.41
|
|
|
Outstanding at June 30, 2019
|
35,133
|
|
|
$
|
55.71
|
|
|
Number of RSU
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2019
|
184,673
|
|
|
$
|
63.44
|
|
Vested
|
(63,165
|
)
|
|
66.82
|
|
|
Granted
|
87,720
|
|
|
52.41
|
|
|
Forfeited
|
(6,796
|
)
|
|
58.17
|
|
|
Outstanding at June 30, 2019
|
202,432
|
|
|
$
|
57.78
|
|
Proceeds Description
|
Consolidated Statement of Operations and Comprehensive Income (Loss) Location
|
|
Three Months Ended June 30
|
|
Six Months Ended
June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||
Business interruption insurance recoveries
|
Nonoperating Income, Net
|
|
$
|
4,531
|
|
|
|
|
$
|
8,574
|
|
|
|
||||
Revenue reduction related to business interruption
(1)
|
Reduction of Rental Revenues
|
|
(1,202
|
)
|
|
|
|
(1,202
|
)
|
|
|
||||||
Expense reimbursement insurance recoveries
|
Nonoperating Income, Net
|
|
182
|
|
|
$
|
360
|
|
|
185
|
|
|
$
|
1,030
|
|
||
Reimbursement for capital items damaged in hurricane in 2017
|
Reversal of previously recognized Depreciation Expense
|
|
2,000
|
|
(2)
|
981
|
|
|
2,000
|
|
(2)
|
4,866
|
|
||||
Gain on insurance recoveries
|
Nonoperating Income, Net
|
|
1,418
|
|
|
|
|
1,418
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income attributable to TCO common shareholders (Numerator):
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
6,259
|
|
|
$
|
15,307
|
|
|
$
|
21,356
|
|
|
$
|
33,897
|
|
Impact of additional ownership of TRG
|
7
|
|
|
17
|
|
|
28
|
|
|
46
|
|
||||
Diluted
|
$
|
6,266
|
|
|
$
|
15,324
|
|
|
$
|
21,384
|
|
|
$
|
33,943
|
|
|
|
|
|
|
|
|
|
||||||||
Shares (Denominator) – basic
|
61,171,614
|
|
|
60,992,200
|
|
|
61,147,947
|
|
|
60,954,924
|
|
||||
Effect of dilutive securities
|
168,311
|
|
|
240,333
|
|
|
206,481
|
|
|
264,738
|
|
||||
Shares (Denominator) – diluted
|
61,339,925
|
|
|
61,232,533
|
|
|
61,354,428
|
|
|
61,219,662
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share – basic
|
$
|
0.10
|
|
|
$
|
0.25
|
|
|
$
|
0.35
|
|
|
$
|
0.56
|
|
Earnings per common share – diluted
|
$
|
0.10
|
|
|
$
|
0.25
|
|
|
$
|
0.35
|
|
|
$
|
0.55
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average noncontrolling TRG Units outstanding
|
6,040,239
|
|
|
4,141,848
|
|
|
5,094,653
|
|
|
4,143,548
|
|
Unissued TRG Units under unit option deferral elections
|
871,262
|
|
|
871,262
|
|
|
871,262
|
|
|
871,262
|
|
|
|
Fair Value Measurements as of June 30, 2019 Using
|
|
Fair Value Measurements as of
December 31, 2018 Using
|
||||||||||||
Description
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
||||||||
SPG common shares
|
|
|
|
|
|
|
$
|
48,738
|
|
|
|
|||||
Insurance deposit
|
|
$
|
11,118
|
|
|
|
|
|
10,121
|
|
|
|
|
|||
Derivative interest rate contracts (Note 7)
|
|
|
|
|
|
|
|
|
|
$
|
3,530
|
|
||||
Total assets
|
|
$
|
11,118
|
|
|
$
|
—
|
|
|
$
|
58,859
|
|
|
$
|
3,530
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative interest rate contracts (Note 7)
|
|
|
|
|
$
|
(16,706
|
)
|
|
|
|
|
$
|
(5,710
|
)
|
||
Total liabilities
|
|
|
|
|
$
|
(16,706
|
)
|
|
|
|
|
$
|
(5,710
|
)
|
|
2019
|
|
2018
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Notes payable, net
|
$
|
3,812,538
|
|
|
$
|
3,844,576
|
|
|
$
|
3,830,195
|
|
|
$
|
3,755,757
|
|
|
TCO AOCI
|
|
Noncontrolling Interests AOCI
|
||||||||||||||||||||
|
Cumulative translation adjustment
|
|
Unrealized gains (losses) on interest rate instruments and other
|
|
Total
|
|
Cumulative translation adjustment
|
|
Unrealized gains (losses) on interest rate instruments and other
|
|
Total
|
||||||||||||
January 1, 2019
|
$
|
(16,128
|
)
|
|
$
|
(9,248
|
)
|
|
$
|
(25,376
|
)
|
|
$
|
(6,569
|
)
|
|
$
|
8,363
|
|
|
$
|
1,794
|
|
Other comprehensive income (loss) before reclassifications
|
(7,341
|
)
|
|
(10,072
|
)
|
|
(17,413
|
)
|
|
(3,170
|
)
|
|
(4,349
|
)
|
|
(7,519
|
)
|
||||||
Amounts reclassified from AOCI
|
|
|
(1,289
|
)
|
|
(1,289
|
)
|
|
|
|
(557
|
)
|
|
(557
|
)
|
||||||||
Net current period other comprehensive income (loss)
|
$
|
(7,341
|
)
|
|
$
|
(11,361
|
)
|
|
$
|
(18,702
|
)
|
|
$
|
(3,170
|
)
|
|
$
|
(4,906
|
)
|
|
$
|
(8,076
|
)
|
Adjustments due to changes in ownership
|
275
|
|
|
(351
|
)
|
|
(76
|
)
|
|
(275
|
)
|
|
351
|
|
|
76
|
|
||||||
June 30, 2019
|
$
|
(23,194
|
)
|
|
$
|
(20,960
|
)
|
|
$
|
(44,154
|
)
|
|
$
|
(10,014
|
)
|
|
$
|
3,808
|
|
|
$
|
(6,206
|
)
|
|
TCO AOCI
|
|
Noncontrolling Interests AOCI
|
||||||||||||||||||||
|
Cumulative translation adjustment
|
|
Unrealized gains (losses) on interest rate instruments and other
|
|
Total
|
|
Cumulative translation adjustment
|
|
Unrealized gains (losses) on interest rate instruments and other
|
|
Total
|
||||||||||||
January 1, 2018
|
$
|
384
|
|
|
$
|
(7,303
|
)
|
|
$
|
(6,919
|
)
|
|
$
|
159
|
|
|
$
|
9,220
|
|
|
$
|
9,379
|
|
Other comprehensive income (loss) before reclassifications
|
(4,859
|
)
|
|
6,978
|
|
|
2,119
|
|
|
(1,988
|
)
|
|
2,854
|
|
|
866
|
|
||||||
Amounts reclassified from AOCI
|
|
|
(164
|
)
|
|
(164
|
)
|
|
|
|
|
(66
|
)
|
|
(66
|
)
|
|||||||
Net current period other comprehensive income (loss)
|
$
|
(4,859
|
)
|
|
$
|
6,814
|
|
|
$
|
1,955
|
|
|
$
|
(1,988
|
)
|
|
$
|
2,788
|
|
|
$
|
800
|
|
Adjustment related to SPG common shares investment for adoption of ASU No. 2016-01
(1)
|
|
|
(678
|
)
|
|
(678
|
)
|
|
|
|
(277
|
)
|
|
(277
|
)
|
||||||||
Adjustments due to changes in ownership
|
1
|
|
|
19
|
|
|
20
|
|
|
(1
|
)
|
|
(19
|
)
|
|
(20
|
)
|
||||||
June 30, 2018
|
$
|
(4,474
|
)
|
|
$
|
(1,148
|
)
|
|
$
|
(5,622
|
)
|
|
$
|
(1,830
|
)
|
|
$
|
11,712
|
|
|
$
|
9,882
|
|
(1)
|
On January 1, 2018, we adopted Accounting Standards Update (ASU) No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities". Upon adoption, we applied the modified-retrospective approach and recorded a one-time cumulative-effect adjustment to reclassify
$1.0 million
of historical unrealized gains on the fair value adjustments of our investment in SPG common shares as of December 31, 2017 from AOCI to Dividends in Excess of Net Income on our Consolidated Balance Sheet.
|
Details about AOCI Components
|
|
Amounts reclassified from AOCI
|
|
Affected line item on the Consolidated Statement of Operations and Comprehensive Income (Loss)
|
||
Gains on interest rate instruments and other:
|
|
|
|
|
||
Realized gain on interest rate contracts - consolidated subsidiaries
|
|
$
|
(766
|
)
|
|
Interest Expense
|
Realized gain on interest rate contracts - UJVs
|
|
(269
|
)
|
|
Equity in Income of UJVs
|
|
Realized gain on cross-currency interest rate contract - UJV
|
|
(811
|
)
|
|
Equity in Income of UJVs
|
|
Total reclassifications for the period
|
|
$
|
(1,846
|
)
|
|
|
Details about AOCI Components
|
|
Amounts reclassified from AOCI
|
|
Affected line item on the Consolidated Statement of Operations and Comprehensive Income (Loss)
|
||
Losses (gain) on interest rate instruments and other:
|
|
|
|
|
||
Realized loss on interest rate contracts - consolidated subsidiaries
|
|
$
|
301
|
|
|
Interest Expense
|
Realized loss on interest rate contracts - UJVs
|
|
286
|
|
|
Equity in Income of UJVs
|
|
Realized gain on cross-currency interest rate contract - UJV
|
|
(817
|
)
|
|
Equity in Income of UJVs
|
|
Total reclassifications for the period
|
|
$
|
(230
|
)
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
42,749
|
|
|
$
|
48,372
|
|
Restricted cash
|
30,962
|
|
|
94,557
|
|
||
Total Cash, Cash Equivalents, and Restricted Cash shown on the Consolidated Statement of Cash Flows
|
$
|
73,711
|
|
|
$
|
142,929
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Trailing 12-Months Ended June 30
(1)
|
||||
|
2019
|
|
2018
|
||
Consolidated Businesses
|
13.5
|
%
|
|
15.1
|
%
|
Unconsolidated Joint Ventures
|
12.6
|
%
|
|
13.1
|
%
|
Combined
|
13.0
|
%
|
|
14.0
|
%
|
(1)
|
Based on reports of sales furnished by mall tenants of all centers reported during that period.
|
|
2019
(1)
|
|
2018
(1)
|
||
Ending occupancy - all centers
|
92.0
|
%
|
|
92.3
|
%
|
Ending occupancy - comparable centers
|
92.2
|
|
|
92.6
|
|
Leased space - all centers
|
94.7
|
|
|
94.8
|
|
Leased space - comparable centers
|
95.1
|
|
|
95.1
|
|
|
Three Months Ended
June 30 |
|
Six Months Ended
June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Average rent per square foot:
(1)
|
|
|
|
|
|
|
|
||||||||
Consolidated Businesses
|
$
|
71.75
|
|
|
$
|
72.98
|
|
|
$
|
71.31
|
|
|
$
|
72.33
|
|
Unconsolidated Joint Ventures
|
47.72
|
|
|
46.13
|
|
|
47.30
|
|
|
46.24
|
|
||||
Combined
|
56.79
|
|
|
55.64
|
|
|
56.31
|
|
|
55.47
|
|
(1)
|
Statistics exclude non-comparable centers.
|
|
Trailing 12-Months Ended June 30
(1) (2)
|
||||||
|
2019
|
|
2018
|
||||
Opening base rent per square foot:
|
|
|
|
||||
Consolidated Businesses
|
$
|
60.83
|
|
|
$
|
75.62
|
|
Unconsolidated Joint Ventures
|
46.73
|
|
|
48.36
|
|
||
Combined
|
53.97
|
|
|
60.89
|
|
||
Square feet of GLA opened:
|
|
|
|
||||
Consolidated Businesses
|
635,542
|
|
|
441,713
|
|
||
Unconsolidated Joint Ventures
|
602,015
|
|
|
519,509
|
|
||
Combined
|
1,237,557
|
|
|
961,222
|
|
||
Closing base rent per square foot:
|
|
|
|
||||
Consolidated Businesses
|
$
|
58.76
|
|
|
$
|
69.37
|
|
Unconsolidated Joint Ventures
|
46.98
|
|
|
46.88
|
|
||
Combined
|
52.25
|
|
|
57.03
|
|
||
Square feet of GLA closed:
|
|
|
|
||||
Consolidated Businesses
|
535,207
|
|
|
449,307
|
|
||
Unconsolidated Joint Ventures
|
660,816
|
|
|
546,279
|
|
||
Combined
|
1,196,023
|
|
|
995,586
|
|
||
Releasing spread per square foot:
|
|
|
|
||||
Consolidated Businesses
|
$
|
2.07
|
|
|
$
|
6.25
|
|
Unconsolidated Joint Ventures
|
(0.25
|
)
|
|
1.48
|
|
||
Combined
|
1.72
|
|
|
3.86
|
|
||
Releasing spread per square foot growth:
|
|
|
|
||||
Consolidated Businesses
|
3.5
|
%
|
|
9.0
|
%
|
||
Unconsolidated Joint Ventures
|
(0.5
|
)%
|
|
3.2
|
%
|
||
Combined
|
3.3
|
%
|
|
6.8
|
%
|
(1)
|
Statistics exclude non-comparable centers.
|
(2)
|
Opening and closing statistics exclude spaces greater than or equal to 10,000 square feet.
|
Proceeds Description
|
Consolidated Statement of Operations and Comprehensive Income (Loss) Location
|
|
Three Months Ended
June 30 |
|
Six Months Ended
June 30
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||
Business interruption insurance recoveries
|
Nonoperating Income, Net
|
|
$
|
4,531
|
|
|
|
|
$
|
8,574
|
|
|
|
||||
Revenue reduction related to business interruption
(1)
|
Reduction of Rental Revenues
|
|
(1,202
|
)
|
|
|
|
(1,202
|
)
|
|
|
||||||
Expense reimbursement insurance recoveries
|
Nonoperating Income, Net
|
|
182
|
|
|
$
|
360
|
|
|
185
|
|
|
$
|
1,030
|
|
||
Reimbursement for capital items damaged in hurricane in 2017
|
Reversal of previously recognized Depreciation Expense
|
|
2,000
|
|
(2)
|
981
|
|
|
2,000
|
|
(2)
|
4,866
|
|
||||
Gain on insurance recoveries
|
Nonoperating Income, Net
|
|
1,418
|
|
|
|
|
1,418
|
|
|
|
•
|
increases in occupancy, recoverable common area maintenance, and lease cancellation income;
|
•
|
improved performance at Beverly Center as disruption related to the redevelopment has abated;
|
•
|
these increases were partially offset by the decrease resulting from uncollectible tenant revenues now being recorded as contra-revenue in 2019 upon adoption of ASC Topic 842, "Leases"; and
|
•
|
these increases were also partially offset by revenue recognized at The Mall of San Juan in prior periods that were credited back to tenants in the current period upon receipt of business interruption claim proceeds.
|
•
|
the increase in maintenance, taxes, utilities, and promotion expense was primarily attributable to increases in common area maintenance and property tax expenses;
|
•
|
an increase in costs associated with shareholder activism, primarily attributable to a reimbursement of a portion of the billed fees and expenses incurred by Land & Buildings Capital Growth Fund, LP (Land & Buildings) and its affiliated funds in connection with Land & Buildings' activist involvement with TCO and the service on our Board of Directors of its founder and Chief Investment Officer, Jonathan Litt, which reimbursement represents a related party transaction;
|
•
|
the increase in interest expense was attributable to an increase in rates and reduced capitalization of interest on developments and redevelopments; and
|
•
|
the increase in depreciation expense was primarily attributable to new assets being placed into service at Beverly Center and The Mall at Short Hills in connection with our redevelopment projects at the centers. These increases were partially offset by a decrease related to insurance proceeds received in 2019 for previously expensed costs at The Mall of San Juan.
|
•
|
increases in occupancy, recoverable common area maintenance, and property taxes;
|
•
|
improved performance at Beverly Center as disruption related to the redevelopment has abated;
|
•
|
these increases were partially offset by a decrease in lease cancellation income and a decrease resulting from uncollectible tenant revenues now being recorded as contra-revenue in 2019 upon adoption of ASC Topic 842, "Leases"; and
|
•
|
these increases were also partially offset by revenue recognized at The Mall of San Juan in prior periods that were credited back to tenants in the current period upon receipt of business interruption claim proceeds.
|
•
|
the increase in maintenance, taxes, utilities, and promotion expense was primarily attributable to increases in property tax and common area maintenance expenses;
|
•
|
the decrease in other operating expense was primarily due to bad debt expense now being recorded as contra-revenue within Rental Revenues in 2019 upon adoption of ASC Topic 842, "Leases". This decrease was partially offset by additional indirect leasing costs in 2019 upon adoption of ASC Topic 842, "Leases", which were capitalizable under the previous lease accounting standard in 2018;
|
•
|
a restructuring charge in 2019 as compared to a reduction of a previously expensed restructuring charge in 2018;
|
•
|
an increase in costs associated with shareholder activism, primarily attributable to a reimbursement of a portion of the billed fees and expenses incurred by Land & Buildings and its affiliated funds in connection with Land & Buildings' activist involvement with TCO and the service on our Board of Directors of its founder and Chief Investment Officer, Jonathan Litt, which reimbursement represents a related party transaction;
|
•
|
the increase in interest expense was attributable to an increase in rates and reduced capitalization of interest on developments and redevelopments; and
|
•
|
the increase in depreciation expense was primarily attributable to new assets being placed into service at Beverly Center and The Mall at Short Hills in connection with our redevelopment projects at the centers. The increase was also attributable to a larger reduction of expenses in 2018 over 2019 related to insurance proceeds received for previously capitalized expenditures at The Mall of San Juan.
|
|
Amount
|
|
Interest Rate Including Spread
|
|
|||
|
(in millions)
|
|
|
|
|||
Fixed rate debt
|
$
|
3,298.7
|
|
|
3.98
|
%
|
(1) (2)
|
|
|
|
|
|
|||
Floating rate debt swapped to fixed rate:
|
|
|
|
|
|||
Swap maturing in September 2020
|
17.9
|
|
|
3.12
|
%
|
|
|
Swap maturing in December 2021
|
80.4
|
|
|
3.58
|
%
|
|
|
Swap maturing in February 2022
|
300.0
|
|
|
3.74
|
%
|
|
|
Swaps maturing in March 2023
|
250.0
|
|
|
4.62
|
%
|
|
|
Swaps maturing in March 2024
|
12.0
|
|
|
3.49
|
%
|
|
|
|
$
|
660.2
|
|
|
4.03
|
%
|
(1)
|
|
|
|
|
|
|||
Floating month to month
|
1,167.2
|
|
(3)
|
4.13
|
%
|
(1) (3)
|
|
Total floating rate debt
|
$
|
1,827.4
|
|
|
4.09
|
%
|
(1)
|
|
|
|
|
|
|||
Total beneficial interest in debt
|
$
|
5,126.1
|
|
|
4.02
|
%
|
(1)
|
|
|
|
|
|
|||
Total beneficial interest in deferred financing costs, net
|
$
|
(15.5
|
)
|
|
|
|
|
|
|
|
|
|
|||
Net beneficial interest in debt
|
$
|
5,110.6
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of deferred financing costs
(4)
|
|
|
|
0.18
|
%
|
|
|
Average all-in rate
|
|
|
|
4.20
|
%
|
|
(1)
|
Represents weighted average interest rate before amortization of deferred financing costs.
|
(2)
|
Includes non-cash amortization of debt premium related to acquisition.
|
(3)
|
The LIBOR rate is capped at 4.25% until December 2019, resulting in a maximum interest rate of 5.85%, on $150 million of this debt.
|
(4)
|
Deferred financing costs include debt issuance costs including amortization of deferred financing costs from revolving lines of credit and other fees not listed above.
|
(5)
|
Amounts in table may not add due to rounding.
|
|
2019
(1)
|
||||||||||||||
|
Consolidated Businesses
|
|
Beneficial Interest in Consolidated Businesses
|
|
Unconsolidated Joint Ventures
|
|
Beneficial Interest in Unconsolidated Joint Ventures
|
||||||||
|
(in millions)
|
||||||||||||||
New development projects - Asia
(2)
|
|
|
|
|
(3)
|
|
$
|
28.4
|
|
||||||
Existing centers:
|
|
|
|
|
|
|
|
||||||||
Projects with incremental GLA or anchor replacement
(4)
|
$
|
30.0
|
|
|
$
|
30.0
|
|
|
$
|
1.9
|
|
|
0.9
|
|
|
Projects with no incremental GLA and other
(5)
|
20.8
|
|
|
18.6
|
|
|
5.6
|
|
|
2.6
|
|
||||
Mall tenant allowances
|
18.8
|
|
|
16.6
|
|
|
12.3
|
|
|
7.4
|
|
||||
Asset replacement costs recoverable from tenants
|
5.5
|
|
|
5.3
|
|
|
3.2
|
|
|
1.9
|
|
||||
Corporate office improvements, technology, equipment, and other
|
0.7
|
|
|
0.7
|
|
|
|
|
|
||||||
Total
|
$
|
75.8
|
|
|
$
|
71.2
|
|
|
$
|
23.0
|
|
|
$
|
41.2
|
|
(1)
|
Costs are net of intercompany profits and are computed on an accrual basis.
|
(2)
|
Asia balance excludes net fluctuations of total project costs due to changes in exchange rates during the period.
|
(3)
|
Asia spending for Starfield Anseong is only included at our beneficial interest in the Unconsolidated Joint Ventures at beneficial interest column until development is completed.
|
(4)
|
Includes costs related to The Mall at Green Hills redevelopment.
|
(5)
|
Includes costs related to the Beverly Center redevelopment related to certain costs incurred subsequent to the project's completion, including construction on certain tenant spaces.
|
(6)
|
Amounts in this table may not add due to rounding.
|
|
2019
(1)
|
||||||||||||||
|
Consolidated Businesses
|
|
Beneficial Interest in Consolidated Businesses
|
|
Unconsolidated Joint Ventures
|
|
Beneficial Interest in Unconsolidated Joint Ventures
|
||||||||
|
(in millions)
|
||||||||||||||
New development projects - Asia
(2)
|
|
|
|
|
(3)
|
|
$
|
81.8
|
|
||||||
Existing centers:
|
|
|
|
|
|
|
|
||||||||
Projects with incremental GLA or anchor replacement
(4)
|
$
|
42.8
|
|
|
$
|
42.8
|
|
|
$
|
31.9
|
|
|
15.9
|
|
|
Projects with no incremental GLA and other
(5)
|
117.8
|
|
|
110.7
|
|
|
22.7
|
|
|
11.1
|
|
||||
Mall tenant allowances
|
54.5
|
|
|
49.8
|
|
|
26.1
|
|
|
14.2
|
|
||||
Asset replacement costs recoverable from tenants
|
35.1
|
|
|
33.6
|
|
|
27.6
|
|
|
15.6
|
|
||||
Corporate office improvements, technology, equipment, and other
|
2.6
|
|
|
2.6
|
|
|
|
|
|
||||||
Total
|
$
|
252.7
|
|
|
$
|
239.4
|
|
|
$
|
108.3
|
|
|
$
|
138.6
|
|
(1)
|
Costs are net of intercompany profits and are computed on an accrual basis.
|
(2)
|
Asia balance excludes net fluctuations of total project costs due to changes in exchange rates during the period.
|
(3)
|
Asia spending for Starfield Anseong is only included at our beneficial interest in the Unconsolidated Joint Ventures at beneficial interest column until development is completed.
|
(4)
|
Includes costs related to The Mall at Green Hills redevelopment for costs incurred to date, as well as certain costs to be incurred subsequent to the project's completion, including construction on certain tenant spaces.
|
(5)
|
Includes costs related to the Beverly Center redevelopment related to certain costs to be incurred subsequent to the project's completion, including construction on certain tenant spaces.
|
(6)
|
Amounts in this table may not add due to rounding.
|
|
Three Months Ended June 30
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||
|
Dollars in millions
|
|
Diluted Shares/ Units
|
|
Per Share/ Unit
|
|
Dollars in millions
|
|
Diluted Shares/ Units
|
|
Per Share/ Unit
|
||||||||||
Net income attributable to TCO common shareholders - basic
|
$
|
6.3
|
|
|
61,171,614
|
|
|
$
|
0.10
|
|
|
$
|
15.3
|
|
|
60,992,200
|
|
|
$
|
0.25
|
|
Add impact of share-based compensation
|
—
|
|
|
168,311
|
|
|
|
|
—
|
|
|
240,333
|
|
|
|
||||||
Net income attributable to TCO common shareholders - diluted
|
$
|
6.3
|
|
|
61,339,925
|
|
|
$
|
0.10
|
|
|
$
|
15.3
|
|
|
61,232,533
|
|
|
$
|
0.25
|
|
Add depreciation of TCO's additional basis
|
1.6
|
|
|
|
|
0.03
|
|
|
1.6
|
|
|
|
|
0.03
|
|
||||||
Net income attributable to TCO common shareholders, excluding step-up depreciation
|
$
|
7.9
|
|
|
61,339,925
|
|
|
$
|
0.13
|
|
|
$
|
16.9
|
|
|
61,232,533
|
|
|
$
|
0.28
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling share of income of TRG
|
3.4
|
|
|
26,461,580
|
|
|
|
|
6.9
|
|
|
24,951,981
|
|
|
|
||||||
Distributions to participating securities of TRG
|
0.6
|
|
|
871,262
|
|
|
|
|
0.6
|
|
|
871,262
|
|
|
|
||||||
Net income attributable to partnership unitholders and participating securities of TRG
|
$
|
11.9
|
|
|
88,672,767
|
|
|
$
|
0.13
|
|
|
$
|
24.5
|
|
|
87,055,776
|
|
|
$
|
0.28
|
|
Add (less) depreciation and amortization
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated businesses at 100%
|
44.3
|
|
|
|
|
0.50
|
|
|
43.0
|
|
|
|
|
0.49
|
|
||||||
Depreciation of TCO’s additional basis
|
(1.6
|
)
|
|
|
|
(0.02
|
)
|
|
(1.6
|
)
|
|
|
|
(0.02
|
)
|
||||||
Noncontrolling partners in consolidated joint ventures
|
(2.1
|
)
|
|
|
|
(0.02
|
)
|
|
(1.7
|
)
|
|
|
|
(0.02
|
)
|
||||||
Share of Unconsolidated Joint Ventures
|
19.0
|
|
|
|
|
0.21
|
|
|
17.3
|
|
|
|
|
0.20
|
|
||||||
Non-real estate depreciation
|
(1.2
|
)
|
|
|
|
(0.01
|
)
|
|
(1.1
|
)
|
|
|
|
(0.01
|
)
|
||||||
Less gain on insurance recoveries - The Mall of San Juan
|
(1.4
|
)
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|||||||
Less impact of share-based compensation
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
$
|
68.8
|
|
|
88,672,767
|
|
|
$
|
0.78
|
|
|
$
|
80.3
|
|
|
87,055,776
|
|
|
$
|
0.92
|
|
TCO's average ownership percentage of TRG - basic
|
69.8
|
%
|
|
|
|
|
|
71.0
|
%
|
|
|
|
|
||||||||
Funds from Operations attributable to TCO's common shareholders
|
$
|
48.0
|
|
|
|
|
$
|
0.78
|
|
|
$
|
57.0
|
|
|
|
|
$
|
0.92
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
$
|
68.8
|
|
|
88,672,767
|
|
|
$
|
0.78
|
|
|
$
|
80.3
|
|
|
87,055,776
|
|
|
$
|
0.92
|
|
Restructuring charge
|
0.1
|
|
|
|
|
—
|
|
|
(0.1
|
)
|
|
|
|
—
|
|
||||||
Costs related to pending Blackstone transactions
(2)
|
2.1
|
|
|
|
|
0.02
|
|
|
|
|
|
|
|
||||||||
Costs associated with shareholder activism
|
12.0
|
|
|
|
|
0.14
|
|
|
5.0
|
|
|
|
|
0.06
|
|
||||||
Fluctuation in fair value of equity securities
|
|
|
|
|
|
|
|
(9.3
|
)
|
|
|
|
(0.11
|
)
|
|||||||
Adjusted Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
$
|
82.9
|
|
|
88,672,767
|
|
|
$
|
0.94
|
|
|
$
|
75.9
|
|
|
87,055,776
|
|
|
$
|
0.87
|
|
TCO's average ownership percentage of TRG - basic
|
69.8
|
%
|
|
|
|
|
|
71.0
|
%
|
|
|
|
|
||||||||
Adjusted Funds from Operations attributable to TCO's common shareholders
|
$
|
57.9
|
|
|
|
|
$
|
0.94
|
|
|
$
|
53.8
|
|
|
|
|
$
|
0.87
|
|
(1)
|
Depreciation includes $5.7 million and $4.1 million of mall tenant allowance amortization for the three months ended
June 30, 2019
and
2018
, respectively.
|
(2)
|
Includes $0.5 million of disposition costs and $1.6 million of income tax expense related to the pending Blackstone transactions, which have been recorded within Nonoperating Income, Net and Income Tax Expense, respectively, in our Statement of Operations and Comprehensive Income (Loss).
|
(3)
|
Amounts in this table may not recalculate due to rounding.
|
|
Six Months Ended June 30
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||
|
Dollars in millions
|
|
Diluted Shares/ Units
|
|
Per Share/ Unit
|
|
Dollars in millions
|
|
Diluted Shares/ Units
|
|
Per Share/ Unit
|
||||||||||
Net income attributable to TCO common shareholders - basic
|
$
|
21.4
|
|
|
61,147,947
|
|
|
$
|
0.35
|
|
|
$
|
33.9
|
|
|
60,954,924
|
|
|
$
|
0.56
|
|
Add impact of share-based compensation
|
—
|
|
|
206,481
|
|
|
|
|
—
|
|
|
264,738
|
|
|
|
||||||
Net income attributable to TCO common shareholders - diluted
|
$
|
21.4
|
|
|
61,354,428
|
|
|
$
|
0.35
|
|
|
$
|
33.9
|
|
|
61,219,662
|
|
|
$
|
0.55
|
|
Add depreciation of TCO's additional basis
|
3.2
|
|
|
|
|
0.05
|
|
|
3.2
|
|
|
|
|
0.05
|
|
||||||
Add TCO's additional income tax expense
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||
Net income attributable to TCO common shareholders, excluding step-up depreciation and additional income tax expense
|
$
|
24.6
|
|
|
61,354,428
|
|
|
$
|
0.40
|
|
|
$
|
37.2
|
|
|
61,219,662
|
|
|
$
|
0.60
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling share of income of TRG
|
10.2
|
|
|
25,672,953
|
|
|
|
|
15.2
|
|
|
24,953,313
|
|
|
|
||||||
Distributions to participating securities of TRG
|
1.2
|
|
|
871,262
|
|
|
|
|
1.2
|
|
|
871,262
|
|
|
|
||||||
Net income attributable to partnership unitholders and participating securities of TRG
|
$
|
36.0
|
|
|
87,898,643
|
|
|
$
|
0.41
|
|
|
$
|
53.6
|
|
|
87,044,237
|
|
|
$
|
0.60
|
|
Add (less) depreciation and amortization
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated businesses at 100%
|
89.2
|
|
|
|
|
1.01
|
|
|
78.0
|
|
|
|
|
0.90
|
|
||||||
Depreciation of TCO’s additional basis
|
(3.2
|
)
|
|
|
|
(0.04
|
)
|
|
(3.2
|
)
|
|
|
|
(0.04
|
)
|
||||||
Noncontrolling partners in consolidated joint ventures
|
(4.3
|
)
|
|
|
|
(0.05
|
)
|
|
(3.6
|
)
|
|
|
|
(0.04
|
)
|
||||||
Share of Unconsolidated Joint Ventures
|
36.1
|
|
|
|
|
0.41
|
|
|
34.4
|
|
|
|
|
0.40
|
|
||||||
Non-real estate depreciation
|
(2.3
|
)
|
|
|
|
(0.03
|
)
|
|
(2.3
|
)
|
|
|
|
(0.03
|
)
|
||||||
Less gain on insurance recoveries - The Mall of San Juan
|
(1.4
|
)
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|||||||
Less impact of share-based compensation
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
$
|
150.1
|
|
|
87,898,643
|
|
|
$
|
1.71
|
|
|
$
|
156.9
|
|
|
87,044,237
|
|
|
$
|
1.80
|
|
TCO's average ownership percentage of TRG - basic
|
70.4
|
%
|
|
|
|
|
|
71.0
|
%
|
|
|
|
|
||||||||
Funds from Operations attributable to TCO's common shareholders, excluding additional income tax expense
|
$
|
105.8
|
|
|
|
|
$
|
1.71
|
|
|
$
|
111.3
|
|
|
|
|
$
|
1.80
|
|
||
Less TCO's additional income tax expense
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||
Funds from Operations attributable to TCO's common shareholders
|
$
|
105.8
|
|
|
|
|
$
|
1.71
|
|
|
$
|
111.3
|
|
|
|
|
$
|
1.80
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
$
|
150.1
|
|
|
87,898,643
|
|
|
$
|
1.71
|
|
|
$
|
156.9
|
|
|
87,044,237
|
|
|
$
|
1.80
|
|
Restructuring charge
|
0.7
|
|
|
|
|
0.01
|
|
|
(0.4
|
)
|
|
|
|
—
|
|
||||||
Costs related to pending Blackstone transactions
(2)
|
2.1
|
|
|
|
|
0.02
|
|
|
|
|
|
|
|
||||||||
Costs associated with shareholder activism
|
16.0
|
|
|
|
|
0.18
|
|
|
8.5
|
|
|
|
|
0.10
|
|
||||||
Fluctuation in fair value of equity securities
|
(3.3
|
)
|
|
|
|
(0.04
|
)
|
|
0.9
|
|
|
|
|
0.01
|
|
||||||
Write-off of deferred financing costs
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
—
|
|
|||||||
Adjusted Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
$
|
165.5
|
|
|
87,898,643
|
|
|
$
|
1.88
|
|
|
$
|
166.2
|
|
|
87,044,237
|
|
|
$
|
1.91
|
|
TCO's average ownership percentage of TRG - basic
|
70.4
|
%
|
|
|
|
|
|
71.0
|
%
|
|
|
|
|
||||||||
Adjusted Funds from Operations attributable to TCO's common shareholders
|
$
|
116.6
|
|
|
|
|
$
|
1.88
|
|
|
$
|
117.9
|
|
|
|
|
$
|
1.91
|
|
(1)
|
Depreciation includes $11.2 million and $7.7 million of mall tenant allowance amortization for the six months ended
June 30, 2019
and
2018
, respectively.
|
(2)
|
Includes $0.5 million of disposition costs and $1.6 million of income tax expense related to the pending Blackstone transactions, which have been recorded within Nonoperating Income, Net and Income Tax Expense, respectively, in our Statement of Operations and Comprehensive Income (Loss).
|
(3)
|
Amounts in this table may not recalculate due to rounding.
|
|
||||||||
|
Three Months Ended June 30
|
|
||||||
|
(in millions)
|
|||||||
|
2019
|
|
2018
|
|
||||
Net income
|
$
|
16.9
|
|
|
$
|
30.1
|
|
|
|
|
|
|
|
||||
Add (less) depreciation and amortization:
|
|
|
|
|
||||
Consolidated businesses at 100%
|
44.3
|
|
|
43.0
|
|
|
||
Noncontrolling partners in consolidated joint ventures
|
(2.1
|
)
|
|
(1.7
|
)
|
|
||
Share of Unconsolidated Joint Ventures
|
19.0
|
|
|
17.3
|
|
|
||
|
|
|
|
|
||||
Add (less) interest expense and income tax expense:
|
|
|
|
|
||||
Interest expense:
|
|
|
|
|
||||
Consolidated businesses at 100%
|
38.0
|
|
|
33.0
|
|
|
||
Noncontrolling partners in consolidated joint ventures
|
(3.0
|
)
|
|
(3.0
|
)
|
|
||
Share of Unconsolidated Joint Ventures
|
18.0
|
|
|
17.3
|
|
|
||
Income tax expense:
|
|
|
|
|
||||
Consolidated businesses at 100%
|
2.4
|
|
|
—
|
|
|
||
Noncontrolling partners in consolidated joint ventures
|
(0.1
|
)
|
|
—
|
|
|
||
Share of Unconsolidated Joint Ventures
|
0.9
|
|
|
0.7
|
|
|
||
|
|
|
|
|
||||
Less noncontrolling share of income of consolidated joint ventures
|
(0.8
|
)
|
|
(1.5
|
)
|
|
||
|
|
|
|
|
||||
Add EBITDA attributable to outside partners:
|
|
|
|
|
||||
EBITDA attributable to noncontrolling partners in consolidated joint ventures
|
6.1
|
|
|
6.3
|
|
|
||
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
|
49.1
|
|
|
46.2
|
|
|
||
|
|
|
|
|
||||
EBITDA at 100%
|
$
|
188.5
|
|
|
$
|
187.6
|
|
|
|
|
|
|
|
||||
Add (less) items excluded from shopping center Net Operating Income:
|
|
|
|
|
||||
General and administrative expenses
|
8.6
|
|
|
8.5
|
|
|
||
Management, leasing, and development services, net
|
(0.4
|
)
|
|
(0.4
|
)
|
|
||
Restructuring charge
|
0.1
|
|
|
(0.1
|
)
|
|
||
Costs associated with shareholder activism
|
12.0
|
|
|
5.0
|
|
|
||
Straight-line of rents
|
(2.3
|
)
|
|
(1.9
|
)
|
|
||
Nonoperating income, net
|
(7.6
|
)
|
|
(12.9
|
)
|
|
||
Unallocated operating expenses and other
|
8.4
|
|
|
8.4
|
|
|
||
Net Operating Income at 100% - total portfolio
|
$
|
207.3
|
|
|
$
|
194.2
|
|
|
Less Net Operating Income of non-comparable centers
(1)
|
(18.2
|
)
|
|
(9.6
|
)
|
|
||
Net Operating Income at 100% - comparable centers
|
$
|
189.1
|
|
|
$
|
184.6
|
|
|
Less lease cancellation income - comparable centers
|
(5.9
|
)
|
|
(2.1
|
)
|
|
||
Net Operating Income at 100% - comparable centers excluding lease cancellation income
(2)
|
$
|
183.2
|
|
|
$
|
182.6
|
|
|
|
|
|
|
|
||||
NOI at 100% - comparable centers excluding lease cancellation income
|
$
|
183.2
|
|
|
$
|
182.6
|
|
|
Foreign currency exchange rate fluctuation adjustment
|
2.0
|
|
|
|
|
|||
NOI at 100% - comparable centers excluding lease cancellation income using constant currency exchange rates
|
$
|
185.2
|
|
|
$
|
182.6
|
|
|
(2)
|
See "Non-GAAP Measures - Use of Non-GAAP Measures" above for a discussion of the use and utility of Net Operating Income excluding lease cancellation income as a performance measure.
|
|
||||||||
|
Six Months Ended June 30
|
|
||||||
|
(in millions)
|
|||||||
|
2019
|
|
2018
|
|
||||
Net income
|
$
|
46.6
|
|
|
$
|
64.7
|
|
|
|
|
|
|
|
||||
Add (less) depreciation and amortization:
|
|
|
|
|
||||
Consolidated businesses at 100%
|
89.2
|
|
|
78.0
|
|
|
||
Noncontrolling partners in consolidated joint ventures
|
(4.3
|
)
|
|
(3.6
|
)
|
|
||
Share of Unconsolidated Joint Ventures
|
36.1
|
|
|
34.4
|
|
|
||
|
|
|
|
|
||||
Add (less) interest expense and income tax expense:
|
|
|
|
|
||||
Interest expense:
|
|
|
|
|
||||
Consolidated businesses at 100%
|
74.9
|
|
|
63.8
|
|
|
||
Noncontrolling partners in consolidated joint ventures
|
(6.1
|
)
|
|
(6.0
|
)
|
|
||
Share of Unconsolidated Joint Ventures
|
34.8
|
|
|
34.0
|
|
|
||
Income tax expense:
|
|
|
|
|
||||
Consolidated businesses at 100%
|
2.9
|
|
|
0.2
|
|
|
||
Noncontrolling partners in consolidated joint ventures
|
(0.2
|
)
|
|
(0.1
|
)
|
|
||
Share of Unconsolidated Joint Ventures
|
1.7
|
|
|
1.4
|
|
|
||
|
|
|
|
|
||||
Less noncontrolling share of income of consolidated joint ventures
|
(2.3
|
)
|
|
(2.8
|
)
|
|
||
|
|
|
|
|
||||
Add EBITDA attributable to outside partners:
|
|
|
|
|
||||
EBITDA attributable to noncontrolling partners in consolidated joint ventures
|
12.9
|
|
|
12.5
|
|
|
||
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
|
96.3
|
|
|
97.2
|
|
|
||
|
|
|
|
|
||||
EBITDA at 100%
|
$
|
382.5
|
|
|
$
|
373.8
|
|
|
|
|
|
|
|
||||
Add (less) items excluded from shopping center Net Operating Income:
|
|
|
|
|
||||
General and administrative expenses
|
17.1
|
|
|
17.0
|
|
|
||
Management, leasing, and development services, net
|
(1.1
|
)
|
|
(0.9
|
)
|
|
||
Restructuring charge
|
0.7
|
|
|
(0.4
|
)
|
|
||
Costs associated with shareholder activism
|
16.0
|
|
|
8.5
|
|
|
||
Straight-line of rents
|
(5.2
|
)
|
|
(7.4
|
)
|
|
||
Nonoperating income, net
|
(16.7
|
)
|
|
(6.1
|
)
|
|
||
Unallocated operating expenses and other
|
16.1
|
|
|
16.5
|
|
|
||
Net Operating Income at 100% - total portfolio
|
$
|
409.5
|
|
|
$
|
401.0
|
|
|
Less Net Operating Income of non-comparable centers
(1)
|
(29.9
|
)
|
|
(18.8
|
)
|
|
||
Net Operating Income at 100% - comparable centers
|
$
|
379.6
|
|
|
$
|
382.1
|
|
|
Less lease cancellation income - comparable centers
|
(6.4
|
)
|
|
(13.7
|
)
|
|
||
Net Operating Income at 100% - comparable centers excluding lease cancellation income
(2)
|
$
|
373.1
|
|
|
$
|
368.4
|
|
|
|
|
|
|
|
||||
NOI at 100% - comparable centers excluding lease cancellation income
|
$
|
373.1
|
|
|
$
|
368.4
|
|
|
Foreign currency exchange rate fluctuation adjustment
|
3.4
|
|
|
|
|
|||
NOI at 100% - comparable centers excluding lease cancellation income using constant currency exchange rates
|
$
|
376.5
|
|
|
$
|
368.4
|
|
|
(2)
|
See "Non-GAAP Measures - Use of Non-GAAP Measures" above for a discussion of the use and utility of Net Operating Income excluding lease cancellation income as a performance measure.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1 A.
|
Risk Factors
|
|
|
TAUBMAN CENTERS, INC.
|
Date:
|
July 26, 2019
|
By: /s/ Simon J. Leopold
|
|
|
Simon J. Leopold
|
|
|
Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
1 Year Taubman Centers Prfd K Chart |
1 Month Taubman Centers Prfd K Chart |
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