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Cover Story

Taubman Changes Course
Nearly six years after it came public, Taubman Centers is doing an abrupt about-face, returning to its roots as a shopping mall developer. Can its new strategy pay off for shareholders?

by Barry Vinocur


Though it arguably owns the country’s highest quality regional mall portfolio, Taubman Centers had been among the industry’s laggards, until this year. Investors and analysts complained not only that the company had fallen short of their total return expectations, but also that on several occasions it had failed to meet earnings projections.

In part, Taubman’s “failings” may have resulted from an identity crisis. As Robert Taubman, the company’s president and chief executive officer, emphasized during several recent phone conversations, when his company—founded by his father Alfred Taubman more than 40 years ago—came public in November 1992, at the beginning of the “REIT revolution,” real estate had yet to emerge from its darkest days. One of the country’s preeminent shopping mall developers, Taubman had to reinvent itself. Instead of touting its considerable development acumen and expertise, the company focused on its operating skills. Like other mall owners that followed it into the public securities market, Taubman said it would grow primarily via acquisitions.

Though it may have downplayed development as an important growth strategy at the time of its IPO, Taubman never abandoned its roots as a mall developer. Gradually it rebuilt its development pipeline, focusing not only on its own new malls, but also on its joint venture with another publicly traded REIT, The Mills Corp. (Earlier this year, Taubman and Mills announced a $1.4 billion joint venture to build at least seven value regional malls.) At the same time, Taubman also began focusing on major redevelopment projects, such as Memorial City in Houston. Though most analysts don’t expect Taubman’s development effort to “kick-in” in a major way much before the turn of the century, it is increasingly viewed as a major plus.

Coupled with its recently announced restructuring, Taubman’s development effort, may just prove to be the catalyst that allows the company to deliver on what some investors and analysts have long argued is its considerable promise. Commenting on the restructuring, Mike Kirby, a principal and co-founder of Green Street Advisors, a Newport Beach, California buy-side research boutique, wrote: “The [restructuring] serves as a strong statement of where this generation of management intends to take the company. In many respects, it represents a case study in what a confident management team should do when its shares are depressed, despite the fact that the company has a fundamentally solid story.”

A few years ago, no one dared mention the word development, much less advocate it as his primary business strategy.

We have been in the regional mall business for almost 50 years. Development has always been an important part of our business. But when we went public in November 1992, it was the worst real estate market anybody had ever seen. It was the worst retail market anybody had ever seen. There were a number of high-profile bankruptcies, such as Macy’s and Federated. No one was talking about building malls. Everybody was saying that regional malls were going to go away.

Tell us about your development pipeline prior to your initial public offering.

We opened four assets in a two-and-one-half-year period between late 1987 and 1990. In the early 1980s, we opened about four or five assets within the same sort of time frame. Before that, it was the same thing. We would open three or four assets, and then there would be a three- to six-year period of time before we would open the next group of assets.

What was in the works when you came public?

When we went public we really didn’t have a pipeline. Our plan was to grow internally, acquire assets as we could, and build a development pipeline. Over the past five years, we have bought about $150 million of assets per year. We still plan to buy assets, selectively. Our best estimate is that we’ll acquire about $100 million per year going forward. For the most part, however, our focus will be on assets we consider major redevelopment opportunities. A good example would be Memorial City in Houston. It has sales in the low $200-per-square-foot range. When we’re done redeveloping that asset, we think sales will be well over $400 per square foot. The line-up of anchor tenants for Memorial City already includes Nieman Marcus, Lord & Taylor, Nordstrom, Foley’s, Sears, Montgomery Ward, and Mervyns.

Aren’t there too many malls already?

Many people say, “There’s already so much supply. Is there really a need to build more shopping malls?” Our answer is that we don’t think a lot of new malls are going to get built. At most, we think it will be five to 10 per year. Our strategy—our business plan—is to build one or two of those per year, into perpetuity.

U.S. population growth is averaging about 1% per year. That’s roughly 21¼2 million people per year. Most shopping centers are built around 200,000 people. So population growth alone would support as many as 12 centers. We tend to build centers around more than 200,000 people. We’re usually serving 250,000 to 350,000—even a half a million people. That’s how we get to five to 10 centers per year. Of course, population growth isn’t spread equally across the country. It moves in certain patterns. Population growth is focused in states such as Florida, Texas, and California. If you look at our development pipeline, you’ll see a lot of activity in Florida and Texas. We’ve proven, historically, that we understand those growth patterns and, importantly, that we’re able to plop ourselves down well in advance of them.

How quickly can you build them?

The lead time is very long. The average regional mall takes nine years, from beginning to end. Some take four years and some take 20 years. We’ve got all different varieties in our pipeline today. It’s taken us a long time to build that pipeline. It’s also costly to build that pipeline. As a public company, the costs of development end up being a drag on earnings. Since we went public, we’ve paid a price for building that pipeline.

What sort of return should investors expect from development projects?

We now have built up the pipeline to the point where we feel confident that we can spend at least $200 million per year on development. Historically, our development projects, once the asset is open, have delivered a 12% unleveraged return in the first year. So it’s by far our most accretive use of capital.

How does that stack up vs. your internal growth numbers?

Our historic growth has averaged 6.1% annually. That’s largely the result of internal growth. Unleveraged, our internal growth is roughly 3% annually, with a 50/50 balance sheet that’s 4.5% leveraged. What we are saying to the investment community is we believe we can continue that 4.5% leveraged annual internal growth. Once we add in the $200 million of development, we are easily in the 9% to 11% range.

What about competition from other mall REITs?

We are in a pretty unique position because there are very few developers out there at this point. A few of the other public REITs are pursuing developments here and there, but no one else is putting as much emphasis on it as we are. Once the investment community sees at least one asset per year coming out—once it’s comfortable with that predictability—it will accept that the growth in our FFO is more predictable than what they can expect in the acquisition world.

What about an acquisition strategy?

About half of the top 50% of regional malls in the United States today are in the hands of public real estate companies. While there will continue to be opportunities to acquire malls over, say, the next five years or perhaps a bit longer than that, eventually it’s going to be tougher and tougher to find external growth opportunities unless those public companies go into other businesses. So, while I think their strategies are good ones and they are good companies, unless they go into other businesses I don’t believe they’ll be able to deliver the same sort of sustained and predictable growth that will come from the development vehicle we have been building.

Cap rates on regional malls have come down over the past year or so. Do you see them going lower?

Have valuations peaked? I don’t know. I really don’t. What I can say is that assets are viewed differently today. In the past, it was, “What was an individual asset worth? What could you do to increase that asset’s value?” Today, they’re viewed as more than assets. They’re viewed as being part of the strategic direction a business is taking. They have strategic value. Regional malls are part of a network of regional malls. Mall REITs, like Simon and General Growth, are leading the way in that arena. All of a sudden people are looking at our business differently than they ever did before. A waste management company, or a credit card company, sees an opportunity in forging an alliance, a partnership of sorts, with the owner of a network of regional malls. What’s that worth? Is it worth 50 basis points? Is it worth 100 basis points? At some point in the future might it be worth 200 basis points in valuation? Nobody really knows. But, as I said, all of a sudden people are looking at real estate, and not just regional malls, differently than they ever have before.

Does selling assets fit into this new paradigm?

We absolutely will consider selling an asset, selling half of an asset, or selling more than one asset. Those are ways to raise equity, when necessary, in order to further our basic business. If you can sell assets at less than 12% and build new ones at 12%, it’s a good deployment of your capital. Our job is to always be looking for opportunities to, for instance, enhance our balance sheet or anything else that provides us with the opportunity to grow our business.

Is the Internet impacting your business?

In the context of our business, it’s impact has been far more modest. What we’re looking at is what’s being sold online today and, most important perhaps, what’s likely to be sold online in the future. There are some items that lend themselves to being sold over the Internet, such as books, CDs, even basic items of clothing, such as T-shirts. So, the Internet is going to have a very real impact in certain areas. But there are a lot of other items that it’s much harder to envision people buying online.
Planning for the Future

On August 18, Taubman Centers announced a major restructuring. The plan, detailed in a press release and a supplemental investor package made available that morning (and still available) on the company’s Web site (www.taubman.com), has been well received by investors and analysts. They key elements of the plan, which is expected to close by September 30, are described below.

  • Taubman will exchange its interest in 10 of its 25 regional malls together with a pro-rata share of the company’s debt (totaling $954 million) for the 50 million operating partnership units (37.2% of all units/shares outstanding) owned by the General Motors Pension Trusts (GMPT). General Motors, which received its OP units along with 8.4 million Taubman common shares at the time of the company’s November 20, 1992 initial public offering, will retain its ownership of the common shares. “Viewed simply,” wrote Green Street Advisors’ Mike Kirby in a recent report on the plan, “Taubman is selling properties and using the proceeds from that sale to buy back its own shares.” General Motors is also giving up the two board seats it held. The company will continue to manage the 10 malls for the GMPT via a third-party management agreement.

    In a prepared statement, W. Allen Reed, president and chief executive officer of General Motors Investment Management Corp., remarked: “The GM Pension Trusts have been partners in the Taubman shopping center business since 1985.” Reed continued that its ownership stake in Taubman is the single-largest investment in the GMPT portfolio. The restructuring, Reed said, accomplishes two objectives. First, it reduces the GMPT ownership in Taubman to a level more consistent with the Trusts investments in other publicly traded companies. “Second, it enables us to maintain our exposure to a high quality portfolio of regional centers on a direct ownership basis, consistent with our overall real estate strategy.” Reed concluded that the restructuring plan makes it possible for Taubman Centers to realize higher growth through its development strategy. “As the GMPT will continue to be a major shareholder in Taubman, we look forward to participating in that future growth.”

    Following the announcement, industry veterans speculated that GMPT was disappointed by the lackluster performance of Taubman’s stock since its IPO (it came public at $11 per share and closed trading at $13.4375 per share the day before the announcement). At the same time GMPT, these sources said, saw the prices at which high quality malls were changing hands in the private market, so it positioned itself to be able to take advantage of this year’s sharp run-up in regional mall prices via a sale of the 10 malls. In a research report on the restructuring plan, Eric Hemel, Merrill Lynch’s head REIT analyst, and his colleagues wrote: “Ultimately, we think that GMPT will be net sellers of these assets, otherwise it is not clear why they would take this step.”

  • Taubman will refinance its remaining $708 million of unsecured debt, replacing it with secured debt. During a conference call following the restructuring announcement, Taubman’s senior management explained that five years ago, when the company made the decision to rely on unsecured debt, it had expected that the unsecured debt market for REITs not only would grow rapidly, but also that unsecured debt represented the future. In its research report, the Merrill Lynch analysts noted that the exact opposite had happened. “Over the past five years, $25 billion of unsecured REIT debt has been issued, while the CMBS (commercial mortgage-backed securities) market has grown to well over $125 billion.” At the time of the announcement, spreads on secured debt were far more favorable than the available spreads on unsecured debt. (Recently, spreads on secured debt have widened significantly; it’s too soon to conclude the change will be long lasting, however.) The Merrill Lynch analysts added: “In this favorable interest rate environment, Taubman should be able to significantly lengthen its debt maturity from three years to at least 10 years.” During the conference call, Taubman’s senior management said that it expected to increase its leverage modestly, going from an interest coverage ratio of approximately 2.4x to 2.0x, over the next several years.

  • To prevent the restructuring from having a dilutive impact on its earnings (the norm when swapping properties for a mix of OP units/shares and debt), Taubman’s management said it will slash its general and administrative expenses (so-called G&A), previously estimated at $29 million next year, by approximately $10 million. Taubman needs to make good on this promise—no small feat—in order to meet its 1999 consensus FFO estimate of $1.22 per share. Management said it plans to meet its goal by, among other things, reducing its reliance on outside consultants and a reduction of its middle management staff.

  • An important and very favorable by-product of the restructuring is the simplification of Taubman’s corporate governance. When it came public in late 1992, Taubman, which was the first umbrella partnership REIT, was heavily criticized for its cumbersome dual board arrangement. (The REIT and the REIT’s operating partnership each had its own board of directors.) Following the restructuring, Taubman’s corporate governance structure will look more like that of its peers.

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