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8-K - 8-K - TAUBMAN CENTERS INCa2017q38-k.htm


Exhibit 99
Taubman Centers, Inc.
T 248.258.6800
 
 
taubmannewlogoa01a01a09.jpg
200 East Long Lake Road
www.taubman.com
 
 
Suite 300
 
 
 
Bloomfield Hills, Michigan
 
 
 
48304-2324
 
 
 
 

Taubman Centers, Inc. Issues Third Quarter Results

- Trailing 12-month Mall Tenant Sales Per Square Foot $802, Up 2.8 Percent
- Fifth Consecutive Quarter of Positive Sales Growth

BLOOMFIELD HILLS, Mich., Nov. 1, 2017 - - Taubman Centers, Inc. (NYSE: TCO) today reported financial results for the third quarter of 2017.

 
September 30, 2017
Three Months Ended (1)
September 30, 2016
Three Months Ended
September 30, 2017
Nine Months Ended (1)
September 30, 2016
Nine Months Ended (2)
Net income attributable to common shareowners, diluted (in thousands)
Growth rate

$4,370
(76.7)%
$18,794


$35,090
(55.2)%
$78,254

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

$0.07

(77.4)%

$0.31



$0.58

(55.0)%
$1.29


Funds from Operations (FFO) per diluted common share
Growth rate

$0.77
(18.1)%
$0.94


$2.49
(11.7)%
$2.82

Adjusted Funds from Operations (Adjusted FFO) per diluted common share
Growth rate

$0.83
(11.7)%
$0.94


$2.67
3.9%
$2.57

(1) Adjusted FFO for the three and nine month periods ended September 30, 2017 excludes a restructuring charge and costs associated with shareowner activism. In addition, Adjusted FFO for the nine months ended September 30, 2017 excludes a charge recognized in connection with the partial write-off of deferred financing costs related to an amendment of the company’s primary line of credit in February 2017.
(2) Adjusted FFO for the nine month period ended September 30, 2016 excludes a $21.7 million ($0.25 per share) lump sum termination payment the company received in the second quarter of 2016 for the termination of the company’s leasing services agreement at The Shops at Crystals (Las Vegas, Nev.).

“Earnings were generally in line with our expectations. Higher rent per square foot and lower general and administrative expenses contributed to our results,” said Robert S. Taubman, chairman, president and chief executive officer of Taubman Centers.

The company’s year-over-year results were impacted by two positive, one-time items that occurred in the third quarter last year, including a post-closing adjustment related to the sale of seven centers in 2014 and a one-time development success fee in Asia. These nonrecurring items contributed $0.08 to FFO and Adjusted FFO per share in the third quarter last year.






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Operating Statistics

Year-to-date total portfolio net operating income (NOI) was up 14.2 percent. For the quarter, total portfolio NOI was up 6.7 percent.

Year-to-date comparable center NOI was up 2.3 percent (up 0.7 percent excluding lease cancellation income). For the quarter, comparable center NOI was down 1.3 percent (down 1.7 percent excluding lease cancellation income). Bad debt expense in the quarter was higher than last year, and impacted the quarterly NOI by 1.4 percent.

The company's 12-month trailing comparable center mall tenant sales per square foot was $802, up 2.8 percent. Comparable center mall tenant sales per square foot increased 1.6 percent in the quarter. Year-to-date, mall tenant sales per square foot were up 2 percent.

The company continues to backfill space created by the elevated level of tenant bankruptcies and store closures that occurred across the industry in late 2016 and in 2017. Leased space in comparable centers was 96.3 percent on September 30, 2017, 2.7 percent greater than in-place occupancy. Leased space in all centers was 95.9 percent, 2.4 percent greater than in-place occupancy and up 1 percent from June 30, 2017.

Ending occupancy in comparable centers was 93.6 percent on September 30, 2017, down 1.4 percent from the prior year. The company expects ending occupancy in comparable centers to reach 96 percent by year-end. Ending occupancy in all centers was 93.5 percent on September 30, 2017, flat to last year, and up 0.8 percent from June 30, 2017.

Average rent per square foot was $60.61 in the quarter, up 0.6 percent from $60.23 in the comparable period last year. Year-to-date, average rent per square foot was up 1 percent.

Trailing 12-month releasing spreads per square foot for the period ended September 30, 2017 were 6.7 percent. As in the second quarter, a small number of leases with average lease terms of less than two-and-a-half years had a significant impact. Without these leases, spreads were over 15 percent.

“As a whole, these operating statistics are solid in an otherwise highly volatile retail environment,” said Mr. Taubman. “We are well positioned with best-in-class assets that continue to enjoy very good demand for space.”

Hurricane Irma

On September 6 and September 9, Hurricane Irma made landfall in Puerto Rico and Florida, respectively. The company’s property in San Juan and five centers in Florida were minimally impacted. Damage was primarily limited to fallen trees, uprooted landscaping and signage. The company’s six centers were closed between four and 11 days following the hurricane, primarily due to power outages. No significant financial impact occurred as a result of Hurricane Irma.




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Hurricane Maria

On September 20, Hurricane Maria made landfall in Puerto Rico. Due to the impact of the hurricane and resulting power outage, The Mall of San Juan was closed for approximately one month. The center has reopened with reduced hours and 55 of approximately 90 tenants are now operating. Restoration efforts for the tenant spaces that were impacted are ongoing, and the company expects more retailers to reopen by the Holiday season. Both Nordstrom and Saks Fifth Avenue sustained significant damage, and the timing of their reopenings is still uncertain. The company maintains substantial insurance to cover hurricane and flood damage, as well as business interruption, with a single deductible of $2 million.

As a result of Hurricane Maria and the substantial impact on the center’s performance for the foreseeable future, The Mall of San Juan has been excluded from the company’s comparable center guidance measures and operating statistics.

2017 Guidance

The company is updating its 2017 EPS and FFO guidance. 2017 EPS is now expected to be in the range of $0.80 to $1.00 per diluted common share, revised from the previous range of $1.03 to $1.23. 2017 FFO is now expected to be in the range of $3.49 to $3.59 per diluted common share, revised from the previous range of $3.53 to $3.63.

The company is reaffirming its previous 2017 Adjusted FFO guidance. Adjusted FFO, which excludes $0.18 per diluted common share of year-to-date adjustments, is expected to be in the range of $3.67 to $3.77 per diluted common share. The company’s 2017 Adjusted FFO is more likely to be in the lower end of the range, as the operations of The Mall of San Juan will be impacted by Hurricane Maria. The company previously assumed the NOI contribution from The Mall of San Juan would be about $3.5 million in the fourth quarter. Due to the substantial impact of the hurricane, the center’s fourth quarter performance will be lower. The Company anticipates that the adverse impact to the operations of the mall will be substantially mitigated by business interruption insurance. However, business interruption insurance proceeds are not likely to be received in the current year.

The company is also reaffirming its previous comparable center NOI guidance. Including lease cancellation income, comparable center NOI is expected to be in the range of 1 to 3 percent for the year. Excluding lease cancellation income, comparable center NOI growth is expected to be in the range of flat to 2 percent.

The company’s guidance does not reflect any future costs that may be incurred related to shareowner activism or certain ongoing restructuring activities.








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Supplemental Investor Information Available

The company provides supplemental investor information along with its earnings announcements, available online at www.taubman.com under “Investors.” This includes the following:

Company Information
Income Statements
Earnings Reconciliations
Changes in Funds from Operations and Earnings Per Common Share
Components of Other Income, Other Operating Expense, and Nonoperating Income (Expense), Net
Balance Sheets
Debt Summary
Other Debt, Equity and Certain Balance Sheet Information
Redevelopments and Disposition
Capital Spending
Operational Statistics
Summary of Key Guidance Measures
Owned Centers
Major Tenants in Owned Portfolio
Anchors in Owned Portfolio
Operating Statistics Glossary

Investor Conference Call

The company will host a conference call at 10:00 a.m. EDT on Thursday, November 2 to discuss these results, business conditions and the company’s outlook for the remainder of 2017. The conference call will be simulcast at www.taubman.com. An online replay will follow shortly after the call and continue for approximately 90 days.
About Taubman
Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management and/or leasing of 27 regional, super-regional and outlet shopping centers in the U.S. and Asia. Taubman’s U.S.-owned properties are the most productive in the publicly held U.S. regional mall industry. Founded in 1950, Taubman is headquartered in Bloomfield Hills, Mich. Taubman Asia, founded in 2005, is headquartered in Hong Kong. www.taubman.com.

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



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This press release may contain 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 statements reflect management's current views with respect to future events and financial performance. Forward-looking statements can be identified by words such as “will”, “may”, “could”, “expect”, “anticipate”, “believes”, “intends”, “should”, “plans”, “estimates”, “approximate”, “guidance” and similar expressions in this press release that predict or indicate future events and trends and that do not report historical matters. The forward-looking statements included in this release are made as of the date hereof. Except as required by law, the company assumes no obligation to update these forward-looking statements, even if new information becomes available in the future. Actual results may differ materially from those expected because of various risks, uncertainties and other factors. Such factors include, but are not limited to: changes in market rental rates; unscheduled closings or bankruptcies of tenants; relationships with anchor tenants; trends in the retail industry; the liquidity of real estate investments; the company’s ability to comply with debt covenants; the availability and terms of financings; changes in market rates of interest and foreign exchange rates for foreign currencies; changes in value of investments in foreign entities; the ability to hedge interest rate and currency risk; risks related to acquiring, developing, expanding, leasing and managing properties; changes in value of investments in foreign entities; risks related to joint venture properties; insurance costs and coverage;
security breaches that could impact the company’s information technology, infrastructure or personal data; the loss of key management personnel; shareholder activism costs and related diversion of management time; terrorist activities; maintaining the company’s status as a real estate investment trust; changes in the laws of states, localities, and foreign jurisdictions that may increase taxes on the company’s operations; and changes in global, national, regional and/or local economic and geopolitical climates. You should review the company's filings with the Securities and Exchange Commission, including “Risk Factors” in its most recent Annual Report on Form 10-K and subsequent quarterly reports, for a discussion of such risks and uncertainties.


CONTACTS:    
Ryan Hurren, Taubman, Director, Investor Relations, 248-258-7232
rhurren@taubman.com

Maria Mainville, Taubman, Director, Strategic Communications, 248-258-7469
mmainville@taubman.com

# # #





Taubman Centers/6

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
Table 1 - Summary of Results
 
 
 
 
 
 
 
For the Periods Ended September 30, 2017 and 2016
 
 
 
 
 
 
 
(in thousands of dollars, except as indicated)
 
 
 
 
 
 
 
Three Months Ended
 
Year to Date
 
2017
 
2016
 
2017
 
2016
Net income
14,251

 
35,184

 
74,673

 
137,257

Noncontrolling share of income of consolidated joint ventures
(1,230
)
 
(1,662
)
 
(4,279
)
 
(5,813
)
Noncontrolling share of income of TRG
(2,298
)
 
(8,449
)
 
(16,302
)
 
(34,435
)
Distributions to participating securities of TRG
(576
)
 
(537
)
 
(1,723
)
 
(1,573
)
Preferred stock dividends
(5,784
)
 
(5,784
)
 
(17,353
)
 
(17,353
)
Net income attributable to Taubman Centers, Inc. common shareowners
4,363

 
18,752

 
35,016

 
78,083

Net income per common share - basic
0.07

 
0.31

 
0.58

 
1.29

Net income per common share - diluted
0.07

 
0.31

 
0.58

 
1.29

Beneficial interest in EBITDA - Combined (1)
115,054

 
121,201

 
362,225

 
357,572

Adjusted beneficial interest in EBITDA - Combined (1)
120,305

 
121,201

 
375,474

 
335,870

Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)
66,397

 
81,431

 
215,505

 
244,271

Funds from Operations attributable to TCO's common shareowners (1)
47,443

 
57,556

 
152,946

 
172,617

Funds from Operations per common share - basic (1)
0.78

 
0.95

 
2.52

 
2.86

Funds from Operations per common share - diluted (1)
0.77

 
0.94

 
2.49

 
2.82

Adjusted Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)
71,648

 
81,431

 
231,981

 
222,569

Adjusted Funds from Operations attributable to TCO's common shareowners (1)
50,775

 
57,556

 
164,330

 
157,282

Adjusted Funds from Operations per common share - basic (1)
0.84

 
0.95

 
2.71

 
2.61

Adjusted Funds from Operations per common share - diluted (1)
0.83

 
0.94

 
2.67

 
2.57

Weighted average number of common shares outstanding - basic
60,710,184

 
60,396,902

 
60,654,026

 
60,341,863

Weighted average number of common shares outstanding - diluted
60,999,151

 
60,831,063

 
61,018,855

 
60,774,789

Common shares outstanding at end of period
60,712,037

 
60,405,097

 
 
 
 
Weighted average units - Operating Partnership - basic
85,667,417

 
85,450,379

 
85,622,460

 
85,400,667

Weighted average units - Operating Partnership - diluted
86,827,646

 
86,755,801

 
86,858,551

 
86,704,855

Units outstanding at end of period - Operating Partnership
85,667,471

 
85,451,376

 
 
 
 
Ownership percentage of the Operating Partnership at end of period
70.9
 %
 
70.7
%
 
 
 
 
Number of owned shopping centers at end of period
24

 
23

 
 
 
 
 
 
 
 
 
 
 
 
Operating Statistics:
 
 
 
 
 
 
 
Net Operating Income - total portfolio growth % (1)
6.7
 %
 
10.6
%
 
14.2
%
 
8.8
%
Net Operating Income excluding lease cancellation income - growth % (1)(2)
-1.7
 %
 
4.5
%
 
0.7
%
 
5.5
%
Net Operating Income including lease cancellation income - growth % (1)(2)
-1.3
 %
 
3.6
%
 
2.3
%
 
4.6
%
Average rent per square foot - Consolidated Businesses (3)
63.78

 
62.83

 
65.02

 
64.07

Average rent per square foot - Unconsolidated Joint Ventures (3)
57.26

 
57.46

 
58.35

 
58.02

Average rent per square foot - Combined (3)
60.61

 
60.23

 
61.78

 
61.16

Average rent per square foot growth (3)
0.6
 %
 
 
 
1.0
%
 
 
Ending occupancy - all centers
93.5
 %
 
93.6
%
 
93.5
%
 
93.6
%
Ending occupancy - comparable (3)
93.6
 %
 
95.0
%
 
93.6
%
 
95.0
%
Leased space - all centers
95.9
 %
 
95.9
%
 
95.9
%
 
95.9
%
Leased space - comparable (3)
96.3
 %
 
96.7
%
 
96.3
%
 
96.7
%
Mall tenant sales - all centers (4)
1,475,440

 
1,319,794

 
4,349,233

 
3,815,182

Mall tenant sales - comparable (3)(4)
1,110,111

 
1,132,953

 
3,368,564

 
3,352,811

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12-Months Trailing
 
 
 
 
 
2017
 
2016
 
 
 
 
Operating Statistics:
 
 
 
 
 
 
 
Mall tenant sales - all centers (4)
6,307,665

 
5,415,921

 
 
 
 
Mall tenant sales - comparable (3)(4)
4,936,785

 
4,843,447

 
 
 
 
Sales per square foot (3)(4)
802

 
780

 
 
 
 
All centers (4):
 
 
 
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses
15.0
 %
 
14.6
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures
14.2
 %
 
14.1
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Combined
14.6
 %
 
14.4
%
 
 
 
 
Comparable centers (3)(4):
 
 
 
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses
14.2
 %
 
14.1
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures
14.0
 %
 
14.3
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Combined
14.1
 %
 
14.2
%
 
 
 
 



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(1)
EBITDA represents earnings before interest, income taxes, and depreciation and amortization of the Operating Partnership's consolidated and unconsolidated businesses. Beneficial interest in EBITDA represents the Operating Partnership’s share of the earnings before interest, income taxes, and depreciation and amortization of its consolidated and unconsolidated businesses. The Company believes EBITDA and beneficial interest in EBITDA provide useful indicators of operating performance, as it is customary in the real estate and shopping center business to evaluate the performance of properties on a basis unaffected by capital structure.
 
The Company uses Net Operating Income (NOI) as an alternative measure to evaluate the operating performance of centers, both on individual and stabilized portfolio bases. The Company defines NOI as property-level operating revenues (includes rental income excluding straight-line adjustments of minimum rent) less maintenance, taxes, utilities, promotion, ground rent (including straight-line adjustments), and other property operating expenses. Since NOI excludes general and administrative expenses, pre-development charges, interest income and expense, depreciation and amortization, impairment charges, restructuring charges, and gains from peripheral land and property dispositions, it provides a performance measure that, when compared period over period, reflects the revenues and expenses most directly associated with owning and operating rental properties, as well as the impact on their operations from trends in tenant sales, occupancy and rental rates, and operating costs. The Company also uses NOI excluding lease cancellation income as an alternative measure because this income may vary significantly from period to period, which can affect comparability and trend analysis. The Company generally provides separate projections for expected comparable center NOI growth and lease cancellation income. Comparable centers are generally defined as centers that were owned and open for the entire current and preceding period presented, excluding centers impacted by significant redevelopment activity. In addition, The Mall of San Juan has been excluded from “comparable center” statistics as a result of Hurricane Maria and the expectation that the center’s performance will be impacted for the foreseeable future.
 
The National Association of Real Estate Investment Trusts (NAREIT) defines Funds from Operations (FFO) as net income (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from extraordinary items and sales of properties and impairment write-downs of depreciable real estate, plus real estate related depreciation and after adjustments for unconsolidated partnerships and joint ventures. The Company believes that FFO is a useful supplemental measure of operating performance for REITs. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, the Company and most industry investors and analysts have considered presentations of operating results that exclude historical cost depreciation to be useful in evaluating the operating performance of REITs. The Company primarily uses FFO in measuring performance and in formulating corporate goals and compensation.
 
The Company may also present adjusted versions of NOI, beneficial interest in EBITDA, and FFO when used by management to evaluate operating performance when certain significant items have impacted results that affect comparability with prior or future periods due to the nature or amounts of these items. The Company believes the disclosure of the adjusted items is similarly useful to investors and others to understand management's view on comparability of such measures between periods. For the three and nine month periods ended September 30, 2017, FFO and EBITDA were adjusted to exclude a restructuring charge and costs incurred associated with shareowner activism. For the nine months ended September 30, 2017, FFO was also adjusted for a charge recognized in connection with the partial write-off of deferred financing costs related to an amendment of the Company's primary unsecured revolving line of credit in February 2017. For the nine months ended September 30, 2017, EBITDA was also adjusted to exclude a gain recognized in connection with the sale of the Valencia Place office tower at Country Club Plaza. For the nine months ended September 30, 2016, FFO and EBITDA were adjusted to exclude the lump sum payment received in May 2016 for the termination of the Company's third party leasing agreement at The Shops at Crystals (Crystals) due to a change in ownership of the center.
 
These non-GAAP measures as presented by the Company are not necessarily comparable to similarly titled measures used by other REITs due to the fact that not all REITs use the same definitions. These measures should not be considered alternatives to net income or as an indicator of the Company's operating performance. Additionally, these measures do not represent cash flows from operating, investing, or financing activities as defined by GAAP.
 
The Company provides its beneficial interest in certain financial information of its Unconsolidated Joint Ventures. This beneficial information is derived as the Company’s ownership interest in the investee multiplied by the specific financial statement item being presented. Investors are cautioned that deriving the Company’s beneficial interest in this manner may not accurately depict the legal and economic implications of holding a non-controlling interest in the investee.
 
 
 
 
(2)
Statistics exclude non-comparable centers as defined in the respective periods and have not been subsequently restated for changes in the pools of comparable centers.
(3)
Statistics exclude non-comparable centers for all periods presented. The trailing 12-month September 30, 2016 statistics have been restated to include comparable centers to 2017.
 
 
 
 
(4)
Based on reports of sales furnished by mall tenants. Sales per square foot exclude spaces greater than or equal to 10,000 square feet.
 
 
 
 




Taubman Centers/8

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
Table 2 - Income Statement
 
 
 
 
 
 
 
For the Three Months Ended September 30, 2017 and 2016
 
 
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 
CONSOLIDATED
 
UNCONSOLIDATED
 
CONSOLIDATED
 
UNCONSOLIDATED
 
 
BUSINESSES
 
JOINT VENTURES (1)
 
BUSINESSES
 
JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
 
Minimum rents
84,487

 
83,337

 
81,402

 
67,297

 
Percentage rents
3,600

 
6,358

 
6,264

 
2,807

 
Expense recoveries
51,960

 
48,481

 
52,151

 
39,547

 
Management, leasing, and development services
1,147

 
 
 
1,399

 
 
 
Other
12,028

 
8,230

 
6,805

 
4,283

 
Total revenues
153,222

 
146,406

 
148,021


113,934

 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
42,351

 
45,354

 
39,053

 
31,974

 
Other operating
23,939

 
11,968

 
18,592

 
6,098

 
Management, leasing, and development services
524

 
 
 
1,268

 
 
 
General and administrative
9,482

 
 
 
11,578

 
 
 
Restructuring charge
1,751

 
 
 
 
 
 
 
Costs associated with shareowner activism
3,500

 
 
 
 
 
 
 
Interest expense
27,782

 
32,108

 
22,129

 
26,583

 
Depreciation and amortization
45,805

 
32,609

 
40,637

 
27,219

 
Total expenses
155,134

 
122,039

 
133,257

 
91,874

 
 
 
 
 
 
 
 
 
Nonoperating income (expense)
2,494

 
340

 
4,569

 
(594
)
 
 
582

 
24,707

 
19,333

 
21,466

Income tax benefit (expense)
(54
)
 
(336
)
 
460

 
(315
)
 
 
 
24,371

 
 
 
21,151

Equity in income of Unconsolidated Joint Ventures
13,723

 
 
 
15,391

 
 
 
 
 
 
 
 
 
 
 
Net income
14,251

 
 
 
35,184

 
 
Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(1,230
)
 
 
 
(1,662
)
 
 
Noncontrolling share of income of TRG
(2,298
)
 
 
 
(8,449
)
 
 
Distributions to participating securities of TRG
(576
)
 
 
 
(537
)
 
 
Preferred stock dividends
(5,784
)
 
 
 
(5,784
)
 
 
Net income attributable to Taubman Centers, Inc. common
shareowners
4,363

 
 
 
18,752

 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
 
EBITDA - 100%
74,169

 
89,424

 
82,099

 
75,268

 
EBITDA - outside partners' share
(6,178
)
 
(42,361
)
 
(5,873
)
 
(30,293
)
 
Beneficial interest in EBITDA
67,991

 
47,063

 
76,226

 
44,975

 
Beneficial interest expense
(24,816
)
 
(16,574
)
 
(19,261
)
 
(14,274
)
 
Beneficial income tax benefit (expense) - TRG and TCO
(41
)
 
(120
)
 
471

 
(315
)
 
Beneficial income tax benefit - TCO
(389
)
 
 
 
 
 
 
 
Non-real estate depreciation
(933
)
 
 
 
(607
)
 
 
 
Preferred dividends and distributions
(5,784
)
 
 
 
(5,784
)
 
 
 
Funds from Operations attributable to partnership unitholders and participating securities of TRG
36,028

 
30,369

 
51,045

 
30,386

 
 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenue, recoveries, and ground rent expense at TRG%
(2
)
 
526

 
438

 
849

 
Country Club Plaza purchase accounting adjustments - minimum rents increase (decrease) at TRG%
 
 
(59
)
 
 
 
163

 
The Mall at Green Hills purchase accounting adjustments - minimum rents increase
48

 
 
 
51

 
 
 
 
 
 
 
 
 
 
 
(1)
With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to the Company's ownership interest.




Taubman Centers/9

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
Table 3 - Income Statement
 
 
 
 
 
 
For the Nine Months Ended September 30, 2017 and 2016
 
 
 
 
 
 
 (in thousands of dollars)
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
 
Minimum rents
255,577

 
251,819

 
246,073

 
191,312

 
Percentage rents
7,354

 
16,635

 
9,960

 
6,027

 
Expense recoveries
154,385

 
137,921

 
147,291

 
112,259

 
Management, leasing, and development services (2)
3,439

 

 
26,323

 

 
Other
36,226

 
22,844

 
16,719

 
9,747

 
 
Total revenues
456,981

 
429,219

 
446,366

 
319,345

 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
121,581

 
115,958

 
109,908

 
86,759

 
Other operating
65,356

 
34,867

 
57,782

 
14,926

 
Management, leasing, and development services
1,698

 

 
3,034

 

 
General and administrative
29,649

 

 
34,651

 

 
Restructuring charge
4,063

 
 
 
 
 
 
 
Costs associated with shareowner activism
12,000

 

 

 

 
Interest expense
80,074

 
97,198

 
61,845

 
72,881

 
Depreciation and amortization
122,958

 
97,263

 
100,099

 
63,837

 
 
Total expenses
437,379

 
345,286

 
367,319

 
238,403

 
 
 
 
 
 
 
 
 
 
Nonoperating income, net
8,347

 
2,551

 
8,715

 
512

 
 
 
27,949

 
86,484

 
87,762

 
81,454

Income tax expense
(375
)
 
(4,499
)
 
(284
)
 
(315
)
 
 
 
81,985

 
 
 
 
Gain on disposition, net of tax (3)
 
 
3,713

 
 
 
 
 
 
 
85,698

 
 
 
81,139

Equity in income of Unconsolidated Joint Ventures
47,099

 
 
 
49,779

 
 
 
 
 
 
 
 
 
 
Net income
74,673

 
 
 
137,257

 
 
Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(4,279
)
 
 
 
(5,813
)
 
 
 
Noncontrolling share of income of TRG
(16,302
)
 
 
 
(34,435
)
 
 
Distributions to participating securities of TRG
(1,723
)
 
 
 
(1,573
)
 
 
Preferred stock dividends
(17,353
)
 
 
 
(17,353
)
 
 
Net income attributable to Taubman Centers, Inc. common shareowners
35,016

 
 
 
78,083

 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
 
EBITDA - 100%
230,981

 
285,389

 
249,706

 
218,172

 
EBITDA - outside partners' share
(18,880
)
 
(135,265
)
 
(17,236
)
 
(93,070
)
 
Beneficial interest in EBITDA
212,101

 
150,124

 
232,470

 
125,102

 
Beneficial share of gain on disposition (3)
 
 
(2,814
)
 
 
 
 
 
Beneficial interest expense
(71,136
)
 
(50,204
)
 
(54,459
)
 
(39,009
)
 
Beneficial income tax expense - TRG and TCO
(288
)
 
(2,271
)
 
(265
)
 
(315
)
 
Beneficial income tax benefit - TCO
(287
)
 

 
(19
)
 

 
Non-real estate depreciation
(2,367
)
 

 
(1,881
)
 

 
Preferred dividends and distributions
(17,353
)
 

 
(17,353
)
 

 
Funds from Operations attributable to partnership unitholders and participating securities of TRG
120,670

 
94,835

 
158,493

 
85,778

 
 
 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenue, recoveries, and ground rent expense at TRG%
433

 
1,227

 
891

 
2,013

 
Country Club Plaza purchase accounting adjustments - minimum rents increase (decrease) at TRG %
 
 
(5
)
 
 
 
163

 
The Mall at Green Hills purchase accounting adjustments - minimum rents increase
130

 
 
 
167

 
 
 
 
 
 
 
 
 
 
 
 
(1
)
With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to the Company's ownership interest.
(2
)
The 2016 amount includes the $21.7 million lump sum payment received in May 2016 for the termination of the Company's third party leasing agreement at Crystals due to a change in ownership in the center.
(3
)
During the nine months ended September 30, 2017, the joint venture that owns the Valencia Place office tower at Country Club Plaza recognized a $4.4 million gain ($2.8 million at TRG's share) and $0.7 million of income tax expense ($0.7 million at TRG's share) in connection with the sale of the office tower.



Taubman Centers/10

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
Table 4 - Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds From Operations and Adjusted Funds From Operations
For the Three Months Ended September 30, 2017 and 2016
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - basic
4,363

 
60,710,184

 
0.07

 
18,752

 
60,396,902

 
0.31

 
 
 
 
 
 
 
 
 
 
 
 
Add impact of share-based compensation
7

 
288,967

 

 
42

 
434,161

 

 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners - diluted
4,370

 
60,999,151

 
0.07

 
18,794

 
60,831,063

 
0.31

 
 
 
 
 
 
 
 
 
 
 
 
 
Add depreciation of TCO's additional basis
1,617

 

 
0.03

 
1,617

 

 
0.03

Less TCO's additional income tax benefit
(389
)
 

 
(0.01
)
 


 

 


 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding step-up depreciation and additional income tax benefit
5,598

 
60,999,151

 
0.09

 
20,411

 
60,831,063

 
0.34

 
 
 
 
 
 
 
 
 
 
 
 
 
Add noncontrolling share of income of TRG
2,298

 
24,957,233

 

 
8,449

 
25,053,476

 

Add distributions to participating securities of TRG
576

 
871,262

 

 
537

 
871,262

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
8,472

 
86,827,646

 
0.09

 
29,397

 
86,755,801

 
0.34

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
45,805

 

 
0.53

 
40,637

 

 
0.47

 
Depreciation of TCO's additional basis
(1,617
)
 

 
(0.02
)
 
(1,617
)
 

 
(0.02
)
 
Noncontrolling partners in consolidated joint ventures
(1,969
)
 

 
(0.02
)
 
(1,332
)
 

 
(0.02
)
 
Share of Unconsolidated Joint Ventures
16,646

 

 
0.19

 
14,995

 

 
0.17

 
Non-real estate depreciation
(933
)
 

 
(0.01
)
 
(607
)
 

 
(0.01
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Less impact of share-based compensation
(7
)
 


 
(0.00
)
 
(42
)
 


 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
66,397

 
86,827,646

 
0.76

 
81,431

 
86,755,801

 
0.94

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (1)
70.9
%
 
 
 
 
 
70.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax benefit (1)
47,054

 
 
 
0.76

 
57,556

 
 
 
0.94

 
 
 
 
 
 
 
 
 
 
 
 
 
Add TCO's additional income tax benefit
389

 
 
 
0.00

 

 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners (1)
47,443

 
 
 
0.77

 
57,556

 
 
 
0.94

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
66,397

 
86,827,646

 
0.76

 
81,431

 
86,755,801

 
0.94

 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charge
1,751

 
 
 
0.02

 
 
 
 
 
 
Costs associated with shareowner activism
3,500

 
 
 
0.04

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
71,648

 
86,827,646

 
0.83

 
81,431

 
86,755,801

 
0.94

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (2)
70.9
%
 
 
 
 
 
70.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners (2)
50,775

 
 
 
0.83

 
57,556

 
 
 
0.94

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the three months ended September 30, 2017, Funds from Operations attributable to TCO's common shareowners was $46,815 using TCO's diluted average ownership percentage of TRG of 69.9%. For the three months ended September 30, 2016, Funds from Operations attributable to TCO's common shareowners was $56,690 using TCO's diluted average ownership percentage of TRG of 69.6%.
 
(2
)
For the three months ended September 30, 2017, Adjusted Funds from Operations attributable to TCO's common shareowners was $50,097 using TCO's diluted average ownership percentage of TRG of 69.9%. For the three months ended September 30, 2016, Adjusted Funds from Operations attributable to TCO's common shareowners was $56,690 using TCO's diluted average ownership percentage of TRG of 69.6%.



Taubman Centers/11

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
Table 5 - Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations and Adjusted Funds from Operations
For the Nine Months Ended September 30, 2017 and 2016
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - basic
35,016

 
60,654,026

 
0.58

 
78,083

 
60,341,863

 
1.29

 
 
 
 
 
 
 
 
 
 
 
 
Add impact of share-based compensation
74

 
364,829

 

 
171

 
432,926

 

 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners - diluted
35,090

 
61,018,855

 
0.58

 
78,254

 
60,774,789

 
1.29

 
 
 
 
 
 
 
 
 
 
 
 
 
Add depreciation of TCO's additional basis
4,851

 

 
0.08

 
4,851

 

 
0.08

Less TCO's additional income tax benefit
(287
)
 

 
(0.00
)
 
(19
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding step-up depreciation and additional income tax benefit
39,654

 
61,018,855

 
0.65

 
83,086

 
60,774,789

 
1.37

 
 
 
 
 
 
 
 
 
 
 
 
 
Add noncontrolling share of income of TRG
16,302

 
24,968,434

 


 
34,435

 
25,058,804

 


Add distributions to participating securities of TRG
1,723

 
871,262

 

 
1,573

 
871,262

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
57,679

 
86,858,551

 
0.66

 
119,094

 
86,704,855

 
1.37

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
122,958

 

 
1.42

 
100,099

 

 
1.15

 
Depreciation of TCO's additional basis
(4,851
)
 

 
(0.06
)
 
(4,851
)
 

 
(0.06
)
 
Noncontrolling partners in consolidated joint ventures
(5,576
)
 

 
(0.06
)
 
(4,018
)
 

 
(0.05
)
 
Share of Unconsolidated Joint Ventures
49,819

 

 
0.57

 
35,999

 

 
0.42

 
Non-real estate depreciation
(2,367
)
 

 
(0.03
)
 
(1,881
)
 

 
(0.02
)
 
 


 


 


 


 


 


Less beneficial gain on disposition, net of tax
(2,083
)
 

 
(0.00
)
 

 

 


Less impact of share-based compensation
(74
)
 

 
(0.00
)
 
(171
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
215,505

 
86,858,551

 
2.48

 
244,271

 
86,704,855

 
2.82

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (1)
70.8
%
 
 
 
 
 
70.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax benefit (1)
152,659

 
 
 
2.48

 
172,598

 

 
2.82

 
 
 
 
 
 
 
 
 
 
 
 
 
Add TCO's additional income tax benefit
287

 
 
 
0.00

 
19

 

 
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners (1)
152,946

 
 
 
2.49

 
172,617

 
 
 
2.82

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
215,505

 
86,858,551

 
2.48

 
244,271

 
86,704,855

 
2.82

 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charge
4,063

 
 
 
0.05

 
 
 
 
 
 
Costs associated with shareowner activism
12,000

 
 
 
0.14

 
 
 
 
 
 
Partial write-off of deferred financing costs
413

 
 
 
0.00

 
 
 
 
 
 
Crystals lump sum payment for termination of leasing agreement
 
 
 
 
 
 
(21,702
)
 
 
 
(0.25
)
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
231,981

 
86,858,551

 
2.67

 
222,569

 
86,704,855

 
2.57

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (2)
70.8
%
 
 
 
 
 
70.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax benefit (2)
164,330

 

 
2.67

 
157,263

 

 
2.57

 
 
 
 
 
 
 
 
 
 
 
 
 
Add TCO's additional income tax benefit


 

 
 
 
19

 

 
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners (2)
164,330

 

 
2.67

 
157,282

 

 
2.57

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the nine months ended September 30, 2017, Funds from Operations attributable to TCO's common shareowners was $150,769 using TCO's diluted average ownership percentage of TRG of 69.8%. For the nine months ended September 30, 2016, Funds from Operations attributable to TCO's common shareowners was $170,032 using TCO's diluted average ownership percentage of TRG of 69.6%.
 
(2
)
For the nine months ended September 30, 2017, Adjusted Funds from Operations attributable to TCO's common shareowners was $161,987 using TCO's diluted average ownership percentage of TRG of 69.8%. For the nine months ended September 30, 2016, Adjusted Funds from Operations attributable to TCO's common shareowners was $154,193 using TCO's diluted average ownership percentage of TRG of 69.6%.
 



Taubman Centers/12

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
Table 6 - Reconciliation of Net Income to Beneficial Interest in EBITDA and Adjusted Beneficial Interest in EBITDA
 
 
 
 
For the Periods Ended September 30, 2017 and 2016
 
 
 
 
(in thousands of dollars; amounts attributable to TCO may not recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year to Date
 
 
 
 
2017
 
2016
 
2017
 
2016
Net income
 
14,251

 
35,184

 
74,673

 
137,257

 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
45,805

 
40,637

 
122,958

 
100,099

 
Noncontrolling partners in consolidated joint ventures
 
(1,969
)
 
(1,332
)
 
(5,576
)
 
(4,018
)
 
Share of Unconsolidated Joint Ventures
 
16,646

 
14,995

 
49,819

 
35,999

 
 
 
 
 
 
 
 
 
 
 
Add (less) interest expense and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
27,782

 
22,129

 
80,074

 
61,845

 
 
Noncontrolling partners in consolidated joint ventures
 
(2,966
)
 
(2,868
)
 
(8,938
)
 
(7,386
)
 
 
Share of Unconsolidated Joint Ventures
 
16,574

 
14,274

 
50,204

 
39,009

 
Share of Income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
54

 
(471
)
 
375

 
265

 
 
Noncontrolling partners in consolidated joint ventures
 
(13
)
 
 
 
(87
)
 
 
 
 
Share of Unconsolidated Joint Ventures
 
120

 
315

 
2,271

 
315

 
 
Share of income tax expense on disposition
 

 
 
 
731

 
 
 
 
 
 
 
 
 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
 
(1,230
)
 
(1,662
)
 
(4,279
)
 
(5,813
)
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA
 
115,054

 
121,201

 
362,225

 
357,572

 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic
 
70.9
%
 
70.7
%
 
70.8
%
 
70.7
%
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA attributable to TCO
 
81,536

 
85,665

 
256,594

 
252,651

 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA
 
115,054

 
121,201

 
362,225

 
357,572

 
 
 
 
 
 
 
 
 
 
 
Add (less):
 
 
 
 
 
 
 
 
 
Restructuring charge
 
1,751

 
 
 
4,063

 
 
 
Costs associated with shareowner activism
 
3,500

 
 
 
12,000

 
 
 
Beneficial share of gain on disposition
 
 
 
 
 
(2,814
)
 
 
 
Crystals lump sum payment for termination of leasing agreement
 
 
 

 
 
 
(21,702
)
 
 
 
 
 
 
 
 
 
 
 
Adjusted Beneficial interest in EBITDA
 
120,305

 
121,201

 
375,474

 
335,870

 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic
 
70.9
%
 
70.7
%
 
70.8
%
 
70.7
%
 
 
 
 
 
 
 
 
 
 
 
Adjusted Beneficial interest in EBITDA attributable to TCO
 
85,257

 
85,665

 
265,980

 
237,318





Taubman Centers/13

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table 7 - Reconciliation of Net Income to Net Operating Income (NOI)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Periods Ended September 30, 2017, 2016, and 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Three Months Ended
 
Year to Date
 
Year to Date
 
 
 
 
2017
 
2016
 
2016
 
2015
 
2017
 
2016
 
2016
 
2015
 
Net income
14,251

 
35,184

 
35,184

 
52,629

 
74,673

 
137,257

 
137,257

 
145,962

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
45,805

 
40,637

 
40,637

 
27,156

 
122,958

 
100,099

 
100,099

 
77,575

 
 
Noncontrolling partners in consolidated joint ventures
(1,969
)
 
(1,332
)
 
(1,332
)
 
(965
)
 
(5,576
)
 
(4,018
)
 
(4,018
)
 
(2,596
)
 
 
Share of Unconsolidated Joint Ventures
16,646

 
14,995

 
14,995

 
8,658

 
49,819

 
35,999

 
35,999

 
25,228

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) interest expense (benefit) and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
27,782

 
22,129

 
22,129

 
16,145

 
80,074

 
61,845

 
61,845

 
44,451

 
 
 
Noncontrolling partners in consolidated joint ventures
(2,966
)
 
(2,868
)
 
(2,868
)
 
(1,706
)
 
(8,938
)
 
(7,386
)
 
(7,386
)
 
(5,094
)
 
 
 
Share of Unconsolidated Joint Ventures
16,574

 
14,274

 
14,274

 
11,431

 
50,204

 
39,009

 
39,009

 
34,199

 
 
Share of income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
54

 
(471
)
 
(471
)
 
584

 
375

 
265

 
265

 
2,110

 
 
 
Noncontrolling partners in consolidated joint ventures
(13
)
 
 
 
 
 
 
 
(87
)
 
 
 
 
 
 
 
 
 
Share of Unconsolidated Joint Ventures
120

 
315

 
315

 
 
 
2,271

 
315

 
315

 
 
 
 
 
Share of income tax expense on disposition
 
 
 
 
 
 
 
 
731

 
 
 
 
 
 
 
 
 
Income tax benefit on dispositions of International Plaza, Arizona Mills, and Oyster Bay
 
 
 
 
 
 
(437
)
 
 
 
 
 
 
 
(437
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
(1,230
)
 
(1,662
)
 
(1,662
)
 
(2,780
)
 
(4,279
)
 
(5,813
)
 
(5,813
)
 
(8,043
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add EBITDA attributable to outside partners:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA attributable to noncontrolling partners in consolidated joint ventures
6,178

 
5,873

 
5,873

 
5,451

 
18,880

 
17,236

 
17,236

 
15,733

 
 
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
42,361

 
30,293

 
30,293

 
28,027

 
135,265

 
93,070

 
93,070

 
83,055

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA at 100%
163,593

 
157,367

 
157,367

 
144,193

 
516,370

 
467,878

 
467,878

 
412,143

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) items excluded from shopping center NOI:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative expenses
9,482

 
11,578

 
11,578

 
8,615

 
29,649

 
34,651

 
34,651

 
32,595

 
 
Management, leasing, and development services, net
(623
)
 
(131
)
 
(131
)
 
(1,809
)
 
(1,741
)
 
(23,289
)
(1)
(23,289
)
(1)
(5,566
)
 
 
Restructuring charge
1,751

 
 
 
 
 
 
 
4,063

 
 
 
 
 
 
 
 
Costs associated with shareowner activism
3,500

 
 
 
 
 
 
 
12,000

 
 
 
 
 
 
 
 
Straight-line of rents
(1,669
)
 
(2,574
)
 
(2,574
)
 
(1,696
)
 
(4,837
)
 
(5,712
)
 
(5,712
)
 
(3,794
)
 
 
Gain on disposition
 
 
 
 
 
 
 
 
(4,445
)
 
 
 
 
 
 
 
 
Gains on sales of peripheral land
(945
)
 
(1,425
)
 
(1,425
)
 


 
(2,613
)
 
(1,828
)
 
(1,828
)
 


 
 
Dividend income
(1,062
)
 
(974
)
 
(974
)
 
(915
)
 
(3,128
)
 
(2,862
)
 
(2,862
)
 
(2,626
)
 
 
Interest income
(772
)
 
(1,907
)
 
(1,907
)
 
(377
)
 
(5,049
)
 
(4,179
)
 
(4,179
)
 
(1,596
)
 
 
Other nonoperating expense (income)
(55
)
 
331

 
331

 
283

 
(108
)
 
(358
)
 
(358
)
 
506

 
 
Unallocated operating expenses and other
10,437

 
9,826

 
9,826

 
7,269

 
26,813

 
32,002

 
32,002

 
24,332

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - total portfolio
183,637

 
172,091

 
172,091

 
155,563

 
566,974

 
496,303

 
496,303

 
455,994

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less NOI of non-comparable centers
(35,500
)
(2)
(21,993
)
(3)
(21,993
)
(3)
(10,669
)
(4)
(112,562
)
(2)
(52,245
)
(3)
(52,245
)
(3)
(31,624
)
(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
148,137

 
150,098

 
150,098

 
144,894

 
454,412

 
444,058

 
444,058

 
424,370

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI - growth %
(1.3
)%
 
 
 
3.6
%
 
 
 
2.3
%
 
 
 
4.6
%
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
148,137

 
150,098

 
150,098

 
144,894

 
454,412

 
444,058

 
444,058

 
424,370

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease cancellation income
(1,204
)
 
(649
)
 
(649
)
 
(1,943
)
 
(9,970
)
 
(2,875
)
 
(2,875
)
 
(6,198
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income
146,933

 
149,449

 
149,449

 
142,951

 
444,442

 
441,183

 
441,183

 
418,172

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% excluding lease cancellation income - growth %
-1.7
 %
 
 
 
4.5
%
 
 
 
0.7
%
 
 
 
5.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Amount includes the lump sum payment of $21.7 million received in May 2016 in connection with the termination of the Company's third party leasing agreement at Crystals due to a change in ownership of the center.
(2)
Includes Beverly Center, CityOn.Xi'an, CityOn.Zhengzhou, Country Club Plaza, International Market Place, The Mall of San Juan, and Starfield Hanam.
(3)
Includes Beverly Center, CityOn.Xi'an, Country Club Plaza, International Market Place, The Mall of San Juan, Starfield Hanam, and certain post-closing adjustments relating to the portfolio of centers sold to Starwood.
(4)
Includes Beverly Center and The Mall of San Juan.
 
 
 
 



Taubman Centers/14

TAUBMAN CENTERS, INC.
 
 
Table 8 - Balance Sheets
 
As of September 30, 2017 and December 31, 2016
(in thousands of dollars)
 
 
 
 
 
 
 
As of
 
 
 
 
 
September 30, 2017
 
December 31, 2016
Consolidated Balance Sheet of Taubman Centers, Inc.:
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
4,384,058

 
4,173,954

 
Accumulated depreciation and amortization
 
(1,245,581
)
 
(1,147,390
)
 
 
 
 
 
3,138,477

 
3,026,564

 
Investment in Unconsolidated Joint Ventures
 
563,012

 
604,808

 
Cash and cash equivalents
 
37,796

 
40,603

 
Restricted cash
 
3,660

 
932

 
Accounts and notes receivable, net
 
68,727

 
60,174

 
Accounts receivable from related parties
 
2,591

 
2,103

 
Deferred charges and other assets
 
293,695

 
275,728

 
 
 
 
 
4,107,958

 
4,010,912

Liabilities:
 
 
 
 
 
Notes payable, net
 
3,438,307

 
3,255,512

 
Accounts payable and accrued liabilities
 
315,136

 
336,536

 
Distributions in excess of investments in and net income of
 


 


 
Unconsolidated Joint Ventures
 
503,291

 
480,863

 
 
 
4,256,734

 
4,072,911

 
 
 
Redeemable noncontrolling interest
 
9,150

 
8,704

 
 
 
Equity (Deficit):
 
 
 
 
 
Taubman Centers, Inc. Shareowners' Equity:
 
 
 
 
 
 
Series B Non-Participating Convertible Preferred Stock
 
25

 
25

 
 
Series J Cumulative Redeemable Preferred Stock
 
 
 
 
 
 
Series K Cumulative Redeemable Preferred Stock
 
 
 
 
 
 
Common Stock
 
607

 
604

 
 
Additional paid-in capital
 
666,836

 
657,281

 
 
Accumulated other comprehensive income (loss)
 
(24,051
)
 
(35,916
)
 
 
Dividends in excess of net income
 
(628,965
)
 
(549,914
)
 
 
 
14,452

 
72,080

 
Noncontrolling interests:
 
 
 
 
 
 
Noncontrolling interests in consolidated joint ventures
 
(159,561
)
 
(155,919
)
 
 
Noncontrolling interests in partnership equity of TRG
 
(12,817
)
 
13,136

 
 
 
 
(172,378
)
 
(142,783
)
 
 
 
 
(157,926
)
 
(70,703
)
 
 
 
 
4,107,958

 
4,010,912

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Combined Balance Sheet of Unconsolidated Joint Ventures (1):
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
3,693,394

 
3,371,216

 
Accumulated depreciation and amortization
 
(733,742
)
 
(661,611
)
 
 
 
 
 
2,959,652

 
2,709,605

 
Cash and cash equivalents
 
120,860

 
83,882

 
Accounts and notes receivable, net
 
115,665

 
87,612

 
Deferred charges and other assets
 
120,857

 
67,167

 
 
 
 
 
3,317,034

 
2,948,266

Liabilities:
 
 
 
 
 
Notes payable, net (2)
 
2,829,847

 
2,706,628

 
Accounts payable and other liabilities
 
533,800

 
359,814

 
 
 
 
 
3,363,647

 
3,066,442

Accumulated deficiency in assets:
 
 
 
 
 
Accumulated deficiency in assets - TRG
 
(85,912
)
 
(145,679
)
 
Accumulated deficiency in assets - Joint Venture Partners
 
71,652

 
81,217

 
Accumulated other comprehensive loss - TRG
 
(12,490
)
 
(20,547
)
 
Accumulated other comprehensive loss - Joint Venture Partners
 
(19,863
)
 
(33,167
)
 
 
 
 
 
(46,613
)
 
(118,176
)
 
 
 
 
 
3,317,034

 
2,948,266

 
 
 
 
 
 
 
 
(1)
As of December 31, 2016, Unconsolidated Joint Venture amounts exclude the balances of CityOn.Zhengzhou, which opened in March 2017.
(2)
The December 31, 2016 balance excludes the construction financing outstanding for CityOn.Zhengzhou of $70.5 million ($34.5 million at TRG's share).



Taubman Centers/15

TAUBMAN CENTERS, INC.
Table 9 - Annual Guidance
(all dollar amounts per common share on a diluted basis; amounts may not add due to rounding)
 
 
 
 
 
 
 
 
 
 
Range for the Year Ended
 
 
December 31, 2017 
 
 
 
 
 
Adjusted Funds from Operations per common share
3.67

 
3.77

 
 
 
 
Restructuring charge (1)
(0.05
)
 
(0.05
)
 
 
 
 
Costs associated with shareowner activism (1)
(0.14
)
 
(0.14
)
 
 
 
 
Partial write-off of deferred financing costs
(0.00
)
 
(0.00
)
 
 
 
 
 
Funds from Operations per common share
3.49

 
3.59

 
 
 
 
 
Gain on disposition, net of tax
0.02

 
0.02

 
 
 
 
 
Real estate depreciation - TRG
(2.57
)
 
(2.46
)
 
 
 
 
 
Distributions to participating securities of TRG
(0.03
)
 
(0.03
)
 
 
 
 
 
Depreciation of TCO's additional basis in TRG
(0.11
)
 
(0.11
)
 
 
 
 
 
Net income attributable to common shareowners, per common share (EPS)
0.80

 
1.00

 
 
 
 
 
(1
)
Amount represents actual expense recognized through the third quarter of 2017. Amount does not include future assumptions of costs to be incurred.