The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs concerning future events and performance. Actual results may differ materially from those expected because of various risks and uncertainties. The forward-looking statements included in this report are made as of the date hereof or the date specified herein. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future. Other risks and uncertainties are detailed from time to time in reports filed with theSecurities and Exchange Commission (SEC), and in particular those set forth under "Risk Factors" in our most recent Annual Report on Form 10-K, as well as "Risk Factors" elsewhere in this report. The following discussion should be read in conjunction with the accompanying consolidated financial statements ofTaubman Centers, Inc. and the notes thereto.
General Background and Performance Measurement
Taubman Centers, Inc. (TCO) is aMichigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). TheTaubman Realty Group Limited Partnership (TRG) is a majority-owned partnership subsidiary of TCO that owns direct or indirect interests in all of our real estate properties. In this report, the terms "we", "us", and "our" refer to TCO, TRG, and/or TRG's subsidiaries as the context may require. We own, manage, lease, acquire, dispose of, develop, and expand retail shopping centers and interests therein. The Consolidated Businesses consist of shopping centers and entities that are controlled through ownership or contractual agreements,The Taubman Company LLC (Manager), andTaubman Properties Asia LLC and its subsidiaries and affiliates (Taubman Asia). Shopping centers owned through joint ventures that are not controlled by us but over which we have significant influence,Unconsolidated Joint Ventures (UJVs), are accounted for under the equity method.
References in this discussion to "beneficial interest" refer to our ownership or pro rata share of the item being discussed. Investors are cautioned that deriving our beneficial interest as our ownership interest in individual financial statement items may not accurately depict the legal and economic implications of holding a noncontrolling interest in an investee.
OnFebruary 9, 2020 , TCO and TRG (the Taubman Parties) entered into an Agreement and Plan of Merger (the Merger Agreement) for Simon Property Group, Inc. (Simon) to acquire a 100% ownership interest in TCO and an 80% ownership interest in TRG. Under the Merger Agreement, Simon, through its operating partnership, Simon Property Group, L.P. (theSimon Operating Partnership ), would acquire all of TCO's common stock (other than certain shares of excluded common stock) for$52.50 per share in cash and certain members of the Taubman Family (includingRobert S. Taubman ,William S. Taubman ,Gayle Taubman Kalisman , and the Estate ofA. Alfred Taubman ) would retain certain of their TRG interests so that they remain a 20% partner in TRG and would sell their remaining ownership interest in TRG for$52.50 per share in cash. For additional information regarding the merger, see our other filings made with theSEC , which are available on theSEC's website at www.sec.gov; provided, that the content of such website is not incorporated herein by reference. OnJune 10, 2020 , Simon and theSimon Operating Partnership filed a complaint (the Simon Complaint, captioned, Simon Property Group, Inc. and Simon Property Group, L.P. v.Taubman Centers, Inc. andTaubman Realty Group, L.P. , Case No. 2020-181675-CB, in theState of Michigan Circuit Court for the Sixth Judicial Circuit (Oakland County ) (the Court), seeking a declaratory judgment that, among other things, the Taubman Parties had suffered a Material Adverse Effect (as defined in the Merger Agreement) and had breached our covenant in the Merger Agreement to use commercially reasonable efforts to operate in the ordinary course of business, and, as a result, Simon's purported termination of the Merger Agreement was valid. OnJune 17, 2020 , the Taubman Parties filed an Answer, Affirmative Defenses, and Counterclaim (the Taubman Answer and Counterclaim) in response to the Simon Complaint, which added Silver Merger Sub 1, LLC and Silver Merger Sub 2, LLC (with Simon and theSimon Operating Partnership , the Simon Parties) as counterclaim defendants. In the Taubman Answer and Counterclaim, we deny that we had suffered a Material Adverse Effect or that we had breached our covenant to use commercially reasonable efforts to operate in the ordinary course of business consistent with past practices, and therefore, the Merger Agreement could not be terminated by the Simon Parties. Additionally, in the Taubman Answer and Counterclaim, the Taubman Parties ask the Court to enter a judgment of specific performance, compelling the Simon Parties to comply with their obligations under the Merger Agreement and consummate the transaction. Additionally, the Taubman Parties seek a declaratory judgment that, due to the Simon Parties' repudiation and material breach of the Merger Agreement by delivering the Purported Termination Notice and failing to use reasonable best efforts to consummate the transaction, the Taubman Parties have the right to seek damages, including based on the loss of the premium offered to our equity holders. 41
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OnJune 25, 2020 , we held a special meeting of shareholders, at which shareholders approved and adopted the Merger Agreement. Approximately 99.7% of the shares voted were in favor of the Merger Agreement and the transaction, which constitutes approximately 84.7% of the outstanding shares entitled to vote. The shareholder approval satisfied the final condition precedent to the closing of the transaction (other than those conditions that by their nature are to be satisfied at closing or by Simon). Simon did not consummate the transaction onJune 30, 2020 , despite their contractual obligation to do so. OnJune 23, 2020 , the Court ordered that the case be referred to facilitative mediation to be completed byJuly 31, 2020 . Discovery was ordered to commence immediately, and the case was ordered to be trial ready bymid-November 2020 . Facilitative mediation has not resulted in a settlement as of the date hereof. OnSeptember 9, 2020 , Simon filed a Supplemental Complaint. In the Supplemental Complaint, Simon alleges that the Taubman Parties breached certain interim operating covenants in the Merger Agreement by (i) amending their credit facilities and (ii) granting rent abatements and deferrals to distressed tenants. OnSeptember 16, 2020 , the Taubman Parties filed an Answer, Affirmative Defenses, and Counterclaim (the Taubman Amended Answer and Counterclaim) in response to the Supplemental Complaint. In the Taubman Amended Answer and Counterclaim, the Taubman Parties deny that they breached the operating covenants in the Merger Agreement by amending their credit facilities or by granting rent abatements and deferrals to financially distressed tenants.
Trial is scheduled to begin on
Refer to "Note 9 - Commitments and Contingencies - Simon Merger Agreement Litigation" to our consolidated financial statements for further discussion related to the ongoing litigation with Simon and the additional shareholder litigation brought against us.
The comparability of information used in measuring performance is affected by the acquisition of a 48.5% interest inThe Gardens Mall inApril 2019 (see "Results of Operations - The Gardens Mall Acquisition") and the ongoing redevelopment and tenant replacement activity, including the consolidation of the Macy's Men's space into the Macy's space in 2020, at Beverly Center. Additional "comparable center" statistics are provided to present the performance of comparable centers. Comparable centers are generally defined as centers that were owned and open for the entire current and preceding period presented, excluding centers impacted by significant redevelopment activity. Comparable center statistics for 2019 have been restated to include comparable centers to 2020. This affects the comparability of our operating results period over period. Additionally, The Mall of San Juan has been excluded from "comparable center" statistics as a result of Hurricane Maria, which occurred in 2017, given that the center's performance has been and is expected to continue to be materially impacted for the foreseeable future (see "Results of Operations - Hurricane Maria and The Mall of San Juan").Stamford Town Center has also been excluded from "comparable center" statistics as the center was being marketed for sale until it was ultimately sold inOctober 2020 . (see "Results of Operations -Stamford Town Center "). Further,Taubman Prestige Outlets Chesterfield has been excluded from "comparable center" statistics due to the sale of the center inMarch 2020 (see "Results of Operations - Disposition of Taubman Prestige Outlets Chesterfield"). 42
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Current Operating Trends
COVID-19 Pandemic Portfolio Impact
In response to the COVID-19 pandemic, we temporarily closed most of ourU.S. shopping centers inmid-March 2020 . As ofJune 30, 2020 , allU.S. properties and nearly 85% of stores had reopened with restrictions in place to ensure compliance with all local, state, and federal laws and mandates to help ensure the health and safety of communities we serve. However, inmid-July 2020 , two of our centers inCalifornia were ordered to temporarily close again amid rising cases of COVID-19. In late August,International Market Place inHawaii was also ordered to temporarily close, but reopened in late September. In early September and October, our two centers inCalifornia reopened and currently all of ourU.S. centers remain open. As ofNovember 2, 2020 , nearly 94% of ourU.S. tenants had reopened with traffic, sales and tenant collections improving each month since May. If theU.S. continues to see prolonged or increased cases of COVID-19 infection, the risk of government mandated restrictions may rise, which could require centers to close. InAsia , our three operating centers experienced varying levels of disruption due to the COVID-19 pandemic. CityOn.Xi'an was closed for about a month in February, CityOn.Zhengzhou was closed for 10 days in February, and Starfield Hanam never closed. By the end of April about 90% of tenants had reopened, and by the end of July nearly all tenants had reopened. For the third quarter, Taubman Asia's tenant sales per square foot were up modestly compared to last year. The operations and results of both ourU.S. andAsia shopping centers have been and could continue to be adversely impacted by the COVID-19 pandemic as described above. Mall tenant sales were adversely impacted at ourU.S. shopping centers during the nine months endedSeptember 30, 2020 as a result of the COVID-19 pandemic and the aforementioned center closures. Additionally, the Rental Revenues, and therefore Net Operating Income (NOI) of our centers, were also adversely affected by the COVID-19 pandemic, primarily due to the increase in uncollectible tenant revenues during three and nine months endedSeptember 30, 2020 . We assess collectibility of receivables on a tenant by tenant basis considering the tenant's payment history, credit-worthiness, aging of the receivable, the tenant's operating performance and other factors. When tenants are deemed uncollectible, their existing receivables are written off (including straight-line revenue receivables) and they are transitioned to a cash basis for revenue recognition. Uncollectible tenant revenues are an estimate based on our assessment of revenues billed that may not result in collection, however we will continue our efforts to collect past due amounts. As such, the impact of the COVID-19 pandemic on our uncollectible tenant revenues in the future cannot be predicted at this point in time. In relation to cash collections and our increased accounts receivable balance, as a result of the COVID-19 pandemic, we have received requests from many tenants for rent abatement or rent deferral. A substantial amount of our rental revenue receivables forApril 2020 throughOctober 2020 currently remain outstanding and are under negotiation, including those that have been deemed uncollectible and written off. As ofSeptember 30, 2020 , the Accounts and Notes Receivable balance on our Consolidated Balance Sheet was$172.5 million , compared to$95.4 million as ofDecember 31, 2019 . Additionally, betweenApril 2020 andOctober 2020 , collections have continued to increase each month and we have seen a substantial increase in collections beginning in July, corresponding with the reopening of most of our shopping centers. As a result of the progressive increase in collections and execution of rent deferrals and abatements, during the three months endedSeptember 30, 2020 , the Accounts and Notes Receivable balance on our Consolidated Balance Sheet did not increase significantly. Collections are expected to continue to increase as rent deferrals and abatements are executed and as conditions improve, which will reduce our Accounts and Notes Receivable balance. Further, if deferrals are agreed upon, collections in future periods could be significantly higher due to the payment of accumulated deferred amounts along with current amounts due. We are evaluating tenant requests and negotiating with tenants on an individual basis based on each tenant's unique financial and operating situation, however we do not believe all tenant requests will result in rent deferrals and abatements. We believe we will likely reach rent deferral or abatement agreements on a substantial portion of ourU.S. leases. As ofSeptember 30, 2020 , we had executed deferral and/or abatement agreements with less than a majority ofU.S. leases. As a result of the uncertainty surrounding the impacts of the COVID-19 pandemic as well as the timing of the general economy's stabilization and recovery, collections and rent relief requests to-date may not be indicative of collections or requests in any future period. As such, the impact of the COVID-19 pandemic on our rental revenues, cash provided by operating activities, and accounts receivable in the future cannot be predicted at this point in time. 43
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As an owner of 24 real estate properties, our revenues are primarily derived from rents and recoveries from our shopping center tenants. We have and will continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our tenants, however, we are unable to predict the full magnitude of the pandemic and its effect on our future results of operations, financial condition, cash flows, and liquidity due to uncertainties related to the impact of the COVID-19 pandemic on our business, the industry, and the global economy. In earlyMarch 2020 , we began implementing several liquidity enhancement initiatives in response to the COVID-19 pandemic. We decided to defer significant planned capital expenditures at ourU.S. shopping centers to future periods. Refer to "Liquidity and Capital Resources - 2020Planned Capital Spending Update" for further details on these reductions. We now expect our beneficial share of operating expenses to be reduced by about$17 million for the year. Further, as a result of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) enacted onMarch 27, 2020 in response to the COVID-19 pandemic, our taxable REIT subsidiary was able to carry back additional net operating losses, resulting in a$1.9 million income tax benefit related to the carryback during the nine months endedSeptember 30, 2020 . Also as a result of the CARES Act, during the three months endedSeptember 30, 2020 , we recognized income of$0.8 million related to our beneficial share of the Employee Retention Credit received. In lateMarch 2020 , we borrowed an additional$350 million on our$1.1 billion primary unsecured revolving line of credit as a precautionary measure to increase liquidity, preserve financial flexibility, and fund temporary working capital needs due to uncertainty resulting from the COVID-19 pandemic. InJune 2020 , we repaid$100 million , reducing the balance on our$1.1 billion primary unsecured revolving line of credit to$870 million as ofSeptember 30, 2020 . As ofSeptember 30, 2020 , we had a consolidated cash balance of$256.5 million , which is available to be used for temporary working capital needs and general corporate purposes in the future. Refer to "Liquidity and Capital Resources - Cash and Revolving Lines of Credit" for further information regarding our revolving line of credit terms and remaining borrowing capacity. InAugust 2020 , we entered into amendments to waive all of our existing financial covenants related to our primary unsecured revolving line of credit,$275 million unsecured term loan, and$250 million unsecured term loan for the quarter endingSeptember 30, 2020 through and including the quarter endingJune 30, 2021 (the covenant waiver period). The financial covenants for our loan onInternational Market Place mirror the requirements under our primary unsecured revolving line of credit so therefore, the waiver of our financial covenants also applies to theInternational Market Place loan. The amendment on our$1.1 billion primary unsecured revolving line of credit also fixed the maximum borrowing capacity at$1,012.3 million , in place of a calculation based on the value of the unencumbered asset pool, until the financial covenants are in compliance using the definitions and requirements prior to the amendments (the covenant compliance date), which must be no later than the quarter endingJune 30, 2022 . See "Liquidity and Capital Resources - Covenant Waiver Amendments" for further details related to the amendments. Although we are currently able to meet our liquidity covenant, and expect to be able to meet it during the covenant waiver period, for our primary unsecured revolving line of credit,$275 million unsecured term loan, and$250 million unsecured term loan, there is no assurance that we will continue to be able to do so, even with the additional flexibility provided by the amendments. Additionally, during the three months endedJune 30, 2020 , we completed modifications of loans for three of our shopping centers to defer certain interest and principal payments due throughSeptember 2020 to future months in 2020 and 2021. In addition, the principal amortization that was originally scheduled to begin inAugust 2020 for one of these loans has been deferred toAugust 2021 (see "Liquidity and Capital Resources - COVID-19 Pandemic Liquidity Impact"). Further, for both the three months endedSeptember 30, 2020 andJune 30, 2020 , we did not declare quarterly dividends on our common stock or pay any monthly distributions to participating securities of TRG (see "Liquidity and Capital Resources - Dividends"). Taken together, these actions have provided significant incremental liquidity to operate through this period of disruption. Despite the actions we have taken and intend to take to mitigate the impact of the COVID-19 pandemic to our business, the extent to which the COVID-19 pandemic will continue to adversely impact our operations, financial condition, results of operations, and liquidity in the future, and those of our tenants and anchors, will depend on future actions and outcomes, which remain highly uncertain and cannot be predicted, including (1) the severity and duration of the COVID-19 pandemic and its impact, as well as the general economy's stabilization and recovery, (2) the actions taken to contain the pandemic or mitigate its impact, and (3) the direct and indirect economic and financial market effects of the pandemic and containment measures, among others. For further information regarding the potential impact of the COVID-19 pandemic on our business, financial statements, liquidity, and stock price, refer to "Part II, Item 1A. Risk Factors." 44
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General Operating Trends
Prior to the COVID-19 pandemic, theU.S. shopping center industry already had been facing challenges and turbulence in recent years as it continued to evolve rapidly. Across the industry, department store sales weakened and their ability to drive traffic substantially decreased, resulting in increased store closures, with mature mall tenants and anchors rationalizing square footage and being highly selective in opening new stores. Bankruptcy filings by our mall tenants have recently been elevated, and during the nine months endedSeptember 30, 2020 , 5.9% of the total number of tenant leases filed for bankruptcy, as compared to 2.7% of tenant leases for the year endedDecember 31, 2019 . Tenants that filed for bankruptcy during the nine months endedSeptember 30, 2020 accounted for 6.2% of Mall gross leasable area (GLA). Additionally, while excluded from the preceding statistics, during the nine months endedSeptember 30, 2020 , department stores JCPenney,Neiman Marcus , andLord & Taylor , as well as other major tenants at our value and outlet centers, filed for bankruptcy. As ofSeptember 30, 2020 , JCPenney,Neiman Marcus ,Lord & Taylor , and other major tenants that filed for bankruptcy at our value and outlet centers accounted for an aggregate of 15 anchor or major locations in our centers. Typically, many anchors own their stores and, in general, those anchors that lease their stores do so at rates substantially lower than those in effect for mall tenants. In 2019, bankruptcies included Forever 21, one of our largest mall tenants, who accounted for 3.6% of Mall GLA as ofSeptember 30, 2020 . General retail headwinds have the potential to be prolonged and ultimately may still result in many centers incurring lost or reduced rent, paying higher tenant allowances, and/or experiencing unexpected terminations. Additionally, the impact of the COVID-19 pandemic has impeded and may continue to impede the recovery of theU.S. shopping center and retail industries.
Tenant Sales and Occupancy Costs
Mall tenants at ourU.S. comparable centers reported a 34.6% decrease in mall tenant sales per square foot in the third quarter of 2020 as compared to the same period in 2019. For the nine months endedSeptember 30, 2020 , ourU.S. comparable mall tenant sales per square foot decreased 28.5% as compared to the same period in 2019. For the trailing 12-month period endedSeptember 30, 2020 , tenant sales per square foot at ourU.S. comparable centers were$790 , a 19.4% decrease from$980 for the trailing 12-month period endedSeptember 30, 2019 . In 2020, tenant sales were adversely impacted by the COVID-19 pandemic and the related center and tenant closures. Over the long term, the level of mall tenant sales remains the single most important determinant of revenues of the shopping centers because mall tenants provide approximately 90% of these revenues and mall tenant sales determine the amount of rent and overage rent (together, mall tenant occupancy costs) that mall tenants can afford to pay. However, levels of mall tenant sales can be considerably more volatile in the short run than total occupancy costs, and may be impacted significantly, either positively or negatively, by the success or lack of success of a small number of tenants or even a single tenant. Additionally, mall tenant sales have been and could continue to be adversely affected by the COVID-19 pandemic due to store closures in the near term, and potentially in the long-term to the extent it significantly and adversely impacts mall traffic and consumer behavior, as well as the desirability of shopping, dining, and entertaining at malls (particular our large, enclosed malls) compared to other alternatives. We believe that because most mall tenants sell goods at profitable margins and have certain fixed operating expenses, the occupancy costs that they can afford to pay and still be profitable are higher as sales per square foot increases. Mall tenant sales directly impact the amount of overage rents certain tenants and anchors pay. The effects of increases or declines in mall tenant sales on our operations are moderated by the relatively minor share of total rents that overage rents represent. Overage rent is very difficult to predict as it is highly dependent upon the sales performance of specific mall tenants in specific centers, and is typically paid by a small number of our tenants in any given period. In negotiating lease renewals, we generally intend to maximize the minimum rents we achieve. As a result, a tenant will generally pay a higher amount of minimum rent and an initially lower amount of overage rent upon renewal. While mall tenant sales are critical over the long term, the high-quality mall business has generally been a very stable business model with its diversity of income from thousands of tenants, its staggered lease maturities, and high proportion of fixed rent. However, a sustained trend in mall tenant sales does impact, either negatively, such as due to the adverse impact of the COVID-19 pandemic currently, or positively, our ability to lease vacancies and sign lease renewals, negotiate rents at advantageous rates, and collect amounts contractually due. 45
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Mall tenant occupancy costs (Rental Revenues and Overage Rents excluding lease cancellation income and uncollectible tenant revenues) as a percentage of sales in ourU.S. Consolidated Businesses and UJVs are as follows: Trailing 12-Months Ended September 30 (1) 2020 2019 U.S. Consolidated Businesses 19.0 % 13.2 % U.S. UJVs 15.6 11.7 Combined U.S. Centers 17.3 12.5 (1) Based on reports of sales furnished by mall tenants of all U.S. centers reported during that period.
Occupancy and Leased Space
2020 (1) 2019 (1) Ending occupancy - all U.S. centers 88.5 % 91.7 %
Ending occupancy -
91.1 94.7
Leased space -
(1) Occupancy and leased space statistics include temporary in-line tenants
(TILs) and anchor spaces at value and outlet centers (
The difference between leased space and occupancy is that leased space includes spaces where leases have been signed but the tenants are not yet open. The occupancy statistic represents those spaces upon which we are currently collecting rent from mall tenants. The spread betweenU.S. comparable center leased space and occupied space, at 2.7% this quarter, is consistent with our history of 1% to 3% in the third quarter. Our ending occupancy and leased space statistics as ofSeptember 30, 2020 were negatively impacted by elevated bankruptcies (see "Current Operating Trends - General Operating Trends") and store closures during the period as a result of the impact of the COVID-19 pandemic. Additionally, these statistics could continue to be impacted in the future as a result of the impact of the COVID-19 pandemic on the economy and our tenants' businesses, financial performance, and liquidity, which could have an adverse effect on our business, financial statements, and liquidity.
Average and Base Rent Per Square Foot
As leases have expired in our centers, we have generally been able to rent the available space, either to the existing tenant or a new tenant, at rental rates that are higher than those of the expired leases. Although average rent per square foot is down during the three and nine months endedSeptember 30, 2020 as compared to 2019 due to the restructuring of our leases with Forever 21 related to their bankruptcy filing in 2019, and reduced sales-based rent and abatements granted to certain tenants as a result of the shopping center closures due to the COVID-19 pandemic, generally, center revenues have increased as older leases rolled over or were terminated early and replaced with new leases negotiated at current rental rates that were usually higher than the average rates for existing leases. In periods of increasing sales, rents on new leases will generally tend to rise. In periods of slower growth or declining sales, rents on new leases will generally grow more slowly or will decline, as occurred in the second and third quarters of 2020, or we may execute shorter lease terms, as tenants' expectations of future growth become less optimistic. Average and base rent per square foot have been and could continue to be adversely impacted by the COVID-19 pandemic in future periods (see "Current Operating Trends - COVID-19 Pandemic Portfolio Impact"). Average and base rent per square foot statistics are computed using contractual rentals per the tenant lease agreements (excluding lease cancellation income, expense recoveries, and uncollectible tenant revenues), which reflect any lease modifications, including those for rental concessions. Rental information for comparable centers in our Consolidated Businesses and UJVs follows: Three Months Ended Nine Months Ended September 30 September 30 2020 2019 2020 2019 Average rent per square foot - allU.S. comparable centers: (1) U.S. Consolidated Businesses$ 65.24 $ 70.52 $ 68.45 $ 70.97 U.S. UJVs 53.23 56.03 52.44 55.91 Combined U.S. Centers 59.28 63.36 60.52 63.48
(1) Statistics exclude non-comparable centers and
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Table of Contents Trailing 12-Months Ended September 30 (1) (2) 2020 2019 Opening base rent per square foot: U.S. Consolidated Businesses $ 61.07 $ 57.66 U.S. UJVs 48.23 46.29 Combined U.S. Centers 55.96 52.82 Square feet of GLA opened: U.S. Consolidated Businesses 411,816 634,236 U.S. UJVs 272,127 470,083 Combined U.S. Centers 683,943 1,105,319 Closing base rent per square foot: U.S. Consolidated Businesses $ 70.97 $ 56.55 U.S. UJVs 52.76 54.09 Combined U.S. Centers 63.43 55.42 Square feet of GLA closed: U.S. Consolidated Businesses 539,284 536,929 U.S. UJVs 380,819 455,184 Combined U.S. Centers 920,103 992,113 Releasing spread per square foot: U.S. Consolidated Businesses $ (9.90 ) $ 1.11 U.S. UJVs (4.53 ) (7.80 ) Combined U.S. Centers (7.47 ) (2.60 ) Releasing spread per square foot growth: U.S. Consolidated Businesses (13.9 )% 2.0 % U.S. UJVs (8.6 )% (14.4 )% Combined U.S. Centers (11.8 )% (4.7 )%
(1) Statistics exclude non-comparable centers and
(2) Opening and closing statistics exclude spaces greater than or equal to 10,000 square feet. (2) Opening and closing statistics exclude spaces gr The spread between rents on openings and closings may not be indicative of future periods, as this statistic is not computed on comparable tenant spaces, and can vary significantly from period to period depending on the total amount, location, duration of the lease, and average size of tenant space opening and closing in the period. Broadly, the lower or negative releasing spread reflects the recently decelerating environment for retail and the impact of the COVID-19 pandemic, as demonstrated by lower or negative rent growth. 47
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Results of Operations
In addition to the results and trends in our operations discussed in the
preceding sections, the following sections discuss certain transactions or
events that affected operations during the three and nine months ended
COVID-19 Pandemic Impact
In response to the COVID-19 pandemic, we temporarily closed most of ourU.S. shopping centers inmid-March 2020 . As ofJune 30, 2020 , all of ourU.S. centers had reopened and as ofSeptember 30, 2020 , nearly all of ourU.S. centers had reopened. Three of our properties were closed intermittently during the three months endedSeptember 30, 2020 as a result of state regulations but are once again open (see "Current Operating Trends - COVID-19 Pandemic Portfolio Impact"). During the three months endedMarch 31, 2020 , the closure of ourU.S. shopping centers did not significantly affect our financial results; however, during both the three months endedSeptember 30, 2020 andJune 30, 2020 , the financial results of ourU.S. shopping centers were adversely impacted by the COVID-19 pandemic. InAsia , our three operating centers experienced varying levels of disruption due to the COVID-19 pandemic. CityOn.Xi'an was closed for about a month in February, CityOn.Zhengzhou was closed for 10 days in February, and Starfield Hanam never closed. Our financial results inAsia were adversely impacted for the three months endedMarch 31, 2020 , though our share of the impact was limited due to our partial ownership interests in the centers (see "Results of Operations - Partial Dispositions of Ownership Interests (Blackstone Transactions)"). However, sales in our centers inAsia have recovered during the nine months endedSeptember 30, 2020 and for the three months endedSeptember 30, 2020 , tenant sales per square foot were up modestly. Refer to "Current Operating Trends - COVID-19 Pandemic Portfolio Impact", elsewhere within "Results of Operations", and "Part II, Item 1A. Risk Factors" for further information regarding the current impact and potential future impact of the COVID-19 pandemic on our business, financial statements, liquidity, and stock price, as well as our response to mitigate the impact. Also, as a result of the CARES Act, our taxable REIT subsidiary was able to carry back additional net operating losses, resulting in the recognition of a$1.9 million income tax benefit related to the carryback during the nine months endedSeptember 30, 2020 (see "Note 3 - Income Taxes" to our consolidated financial statements for further information) and during the three months endedSeptember 30, 2020 , we recognized income of$0.8 million related our beneficial share of the Employee Retention Credit received.
The Gardens Mall Acquisition
InApril 2019 , we acquired a 48.5% interest inThe Gardens Mall inPalm Beach Gardens, Florida in exchange for 1.5 million newly issued units of limited partnership in TRG (TRG Units). We also assumed our$94.6 million share of the existing debt at the center, which bears interest at 6.8% and matures inJuly 2025 . The debt assumed was adjusted for our beneficial share of$27.6 million of purchase accounting adjustments, which has the effect of reducing the stated rate on the debt of 6.8% to an average effective rate of 4.2% over the remaining term of the loan. The Forbes Company, our partner inThe Mall at Millenia andWaterside Shops , also owns a 48.5% interest and manages and leases the center. Our ownership interest in the center is accounted for as a UJV under the equity method.
InJanuary 2019 , we sold our remaining investment in 290,124 Simon common shares at an average price of$179.52 per share. Proceeds of$52.1 million from the sale were used to pay down our revolving lines of credit. 48
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Hurricane Maria and The Mall of San Juan
The Mall of San Juan incurred significant damage from Hurricane Maria in 2017. We have received substantial insurance proceeds to cover hurricane and flood damage, as well as business and service interruption. InJune 2019 , we reached a final settlement with our insurer and received final payment related to our claims. The following table presents a summary of the insurance proceeds received relating to our claim for The Mall of San Juan for the nine months endedSeptember 30, 2019 . There were no insurance proceeds received during the three months endedSeptember 30, 2019 or the three and nine months endedSeptember 30, 2020 :
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