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8-K - 8-K - TAUBMAN CENTERS INCa2016q38-k.htm


Exhibit 99
Taubman Centers, Inc.
T 248.258.6800
 
 
taubmannewlogoa01a01a07.jpg
200 East Long Lake Road
www.taubman.com
 
 
Suite 300
 
 
 
Bloomfield Hills, Michigan
 
 
 
48304-2324
 
 
 
                       

Taubman Centers, Inc. Issues Solid Third Quarter Results

Net Income and Earnings Per Share Down for the Quarter Primarily Due to Higher Depreciation Expense
Comparable Center Net Operating Income (NOI) Up 4.5 Percent
Funds from Operations Per Share Up 5.6 Percent
Adjusted Funds from Operations Per Share Up 9.3 Percent
Comparable Center Occupancy, Average Rent Per Square Foot, and Mall Tenant Sales Per Square Foot All Up for the Quarter
Trailing 12-Month Releasing Spreads 21.3 Percent
Reimagined, Iconic International Market Place Opens in Waikîkî
Starfield Hanam, Taubman’s First Investment in South Korea, Opens Nearly 100 Percent Leased, Welcomes One Million in First Week


BLOOMFIELD HILLS, Mich., Nov. 1, 2016 - - Taubman Centers, Inc. (NYSE: TCO) today reported financial results for the third quarter of 2016.
 
 
September 30, 2016
Three Months Ended
September 30, 2015
Three Months Ended
September 30, 2016
Nine Months Ended
September 30, 2015
Nine Months Ended
Net income attributable to common shareowners (EPS) per diluted common share
Growth rate

$0.31
(38.0)%

$0.50

$1.29
(3.7)%
$1.34
Funds from Operations (FFO) per diluted common share
Growth rate

$0.94
5.6%
$0.89

$2.82
14.6%
$2.46
Adjusted Funds from Operations (Adjusted FFO) per diluted common share
Growth rate

$0.94
9.3%
$0.86 (1)

$2.57 (2)
5.3%
$2.44 (1)
(1)
Adjusted FFO for the three and nine months ended September 30, 2015 excludes the reversal of certain prior period executive share-based compensation expense due to the announcement of an executive management transition.

(2)
Adjusted FFO for the nine months ended September 30, 2016 excludes a one-time $21.7 million payment the company received in the second quarter due to the termination of the company’s leasing services agreement at The Shops at Crystals (Las Vegas, Nev.).


“We had another solid quarter with improvements across nearly all of our key metrics,” said Robert S. Taubman, chairman, president and chief executive officer of Taubman Centers. “Adjusted FFO per share increased 9.3 percent during the quarter driven by higher rents and contributions from our newest centers. We’re pleased with the success of our recently opened centers and are confident that these properties will continue to differentiate our business and generate significant value for shareholders.”





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Operating Statistics

Diluted net income attributable to common shareowners decreased 38.4 percent for the quarter, primarily due to higher depreciation expense. Year-to-date, diluted net income attributable to common shareowners was lower by 6.4 percent.

Comparable center NOI, excluding lease cancellation income, was up 4.5 percent for the quarter, bringing year-to-date growth to 5.5 percent.

“We saw strong comp center NOI growth again this quarter,” said Mr. Taubman. “Rent growth in our recently redeveloped centers contributed meaningfully to our strong result. Favorable net recoveries were also positive.”

Average rent per square foot for the quarter was $60.23, up 1.3 percent from $59.44 in the comparable period last year. A single short-term lease modification preserved some revenue and additional occupancy in anticipation of a new tenant next year, but reduced average rent growth. Year-to-date, average rent per square foot was up 3.1 percent.

Ending occupancy in comparable centers was 95 percent on September 30, 2016, up 1 percent from September 30, 2015. Leased space in comparable centers was 96.7 percent on September 30, 2016, down 0.6 percent from September 30, 2015.

Comparable center mall tenant sales per square foot increased 0.4 percent from the third quarter of 2015. “We were pleased to have positive sales growth in our centers this quarter,” said Mr. Taubman. “A strong September helped our results.”

Year-to-date, mall tenant sales per square foot were down 1.1 percent. The company's 12-month trailing mall tenant sales per square foot were $790.

Trailing 12-month releasing spreads per square foot for the period ended September 30, 2016 were 21.3 percent. This is the ninth consecutive quarter that trailing 12-month releasing spreads have been greater than 20 percent.

Reimagined International Market Place Opened August 25, 2016

On August 25, 2016, the company opened the iconic International Market Place in Waikîkî, Honolulu, Hawaii, on August 25, 2016. The 345,000 square foot, open-air shopping center features a world-class lineup of restaurants and retailers - nearly 50 percent of which will be unique to O’ahu. The storied destination is located in the heart of Waikîkî, on Kalâkaua Avenue, which is the fifth most productive shopping street in North America. See International Market Place Celebrates Grand Opening Today in Waikîkî - Aug. 25, 2016.









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Taubman Asia Celebrates the Opening of Starfield Hanam in South Korea

On September 9, 2016, the company held the grand opening of Starfield Hanam (Hanam, Gyeonggi Province, South Korea). The company’s newest center opened nearly 100 percent occupied with almost 300 retailers. The 1.7 million square foot center is the nation’s largest western-style mall and offers international retailers, luxury flagship stores, restaurants, entertainment and more. It is anchored by Shinsegae, one of South Korea’s largest department store brands and the company’s joint venture partner. See Taubman Asia and Shinsegae Group Celebrate the Opening of Starfield Hanam Shopping Center Today - Sept. 9, 2016.

Financing Activity

In October, The Mall at University Town Center (Sarasota, Fla.), the company’s 50 percent owned joint venture, completed a $280 million, 10-year, non-recourse refinancing. The loan is interest-only for the first six years and bears interest at an all-in fixed rate of 3.45 percent. Proceeds were used to pay off the previous $225 million, floating rate construction facility. The company’s share of excess proceeds of nearly $30 million was used to pay down the company’s lines of credit.

2016 and 2017 Guidance

The company is updating its guidance for 2016. EPS is now expected to be in the range of $1.61 to $1.76 per diluted common share, revised from the previous range of $1.73 to $1.93. FFO is now expected to be in the range of $3.78 to $3.88 per diluted common share, revised from the previous range of $3.75 to $3.90. Adjusted FFO, which excludes the one-time $21.7 million payment the company received in the second quarter of 2016 due to the termination of the company’s leasing services agreement at The Shops at Crystals, is now expected to be in the range of $3.53 to $3.63 per diluted common share, revised from the previous range of $3.50 to $3.65.

The changes in the company’s guidance are primarily due to lower interest expense as a result of the revised timing of the CityOn.Zhengzhou (Zhengzhou, China) opening, and expectation of comparable center NOI growth (excluding lease cancellation income) for the year of 4.5 to 5 percent (previous guidance was approximately 5 percent).

The company is introducing certain key guidance measures for 2017. The company expects consolidated and unconsolidated interest expense, at 100 percent, to be $250 to $255 million. At beneficial share, consolidated and unconsolidated interest expense is expected to be $170 to $175 million. In addition, the company expects its share of net operating income from its three newest centers (CityOn.Xian - Xi’an, China, International Market Place, and Starfield Hanam) and CityOn.Zhengzhou (opening March 16, 2017) to be $40 to $45 million.









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Taubman Centers/4

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)
Balance Sheets
Debt Summary
Other Debt, Equity and Certain Balance Sheet Information
Construction and Redevelopments
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 11:00 a.m. EDT on Wednesday, November 2, 2016 to discuss its results, business conditions, the company’s outlook for the remainder of 2016 and certain key guidance measures for 2017. The conference call will be simulcast at www.taubman.com.  An online replay will be available shortly after the call and will 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 26 regional, super-regional and outlet shopping centers in the U.S. and Asia and one under development. 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.








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Taubman Centers/5

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.

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; 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, 2016 and 2015
 
 
 
 
 
 
 
(in thousands of dollars, except as indicated)
 
 
 
 
 
 
 
Three Months Ended
 
Year to Date
 
2016
 
2015
 
2016
 
2015
Net income
35,184

 
52,629

 
137,257

 
145,962

Noncontrolling share of income of consolidated joint ventures
(1,662
)
 
(2,780
)
 
(5,813
)
 
(8,043
)
Noncontrolling share of income of TRG
(8,449
)
 
(13,151
)
 
(34,435
)
 
(35,815
)
Distributions to participating securities of TRG
(537
)
 
(492
)
 
(1,573
)
 
(1,477
)
Preferred stock dividends
(5,784
)
 
(5,784
)
 
(17,353
)
 
(17,353
)
Net income attributable to Taubman Centers, Inc. common shareowners
18,752

 
30,422

 
78,083

 
83,274

Net income per common share - basic
0.31

 
0.50

 
1.29

 
1.35

Net income per common share - diluted
0.31

 
0.50

 
1.29

 
1.34

Beneficial interest in EBITDA - Combined (1)
121,201

 
110,715

 
357,572

 
313,355

Adjusted Beneficial interest in EBITDA - Combined (1)
121,201

 
108,047

 
335,870

 
311,366

Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)
81,431

 
77,614

 
244,271

 
218,126

Funds from Operations attributable to TCO's common shareowners (1)
57,556

 
55,120

 
172,617

 
155,029

Funds from Operations per common share - basic (1)
0.95

 
0.91

 
2.86

 
2.51

Funds from Operations per common share - diluted (1)
0.94

 
0.89

 
2.82

 
2.46

Adjusted Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)
81,431

 
74,946

 
222,569

 
216,137

Adjusted Funds from Operations attributable to TCO's common shareowners (1)
57,556

 
53,232

 
157,282

 
153,614

Adjusted Funds from Operations per common share - basic (1)
0.95

 
0.88

 
2.61

 
2.49

Adjusted Funds from Operations per common share - diluted (1)
0.94

 
0.86

 
2.57

 
2.44

Weighted average number of common shares outstanding - basic
60,396,902

 
60,713,379

 
60,341,863

 
61,778,051

Weighted average number of common shares outstanding - diluted
60,831,063

 
61,426,115

 
60,774,789

 
62,573,957

Common shares outstanding at end of period
60,405,097

 
60,258,750

 
 
 
 
Weighted average units - Operating Partnership - basic
85,450,379

 
85,776,728

 
85,400,667

 
86,854,852

Weighted average units - Operating Partnership - diluted
86,755,801

 
87,360,726

 
86,704,855

 
88,522,020

Units outstanding at end of period - Operating Partnership
85,451,376

 
85,320,909

 
 
 
 
Ownership percentage of the Operating Partnership at end of period
70.7
%
 
70.6
%
 
 
 
 
Number of owned shopping centers at end of period
23

 
19

 
 
 
 
 
 
 
 
 
 
 
 
Operating Statistics:
 
 
 
 
 
 
 
Net Operating Income excluding lease cancellation income - growth % (1)(2)
4.5
%
 
2.8
%
 
5.5
%
 
3.0
%
Net Operating Income including lease cancellation income - growth % (1)(2)
3.6
%
 
3.4
%
 
4.6
%
 
2.8
%
Average rent per square foot - Consolidated Businesses (2)
62.83

 
61.78

 
64.07

 
61.17

Average rent per square foot - Unconsolidated Joint Ventures (2)
57.46

 
56.92

 
58.02

 
57.34

Average rent per square foot - Combined (2)
60.23

 
59.44

 
61.16

 
59.34

Average rent per square foot growth (2)
1.3
%
 
 
 
3.1
%
 
 
Ending occupancy - all centers
93.6
%
 
92.2
%
 
93.6
%
 
92.2
%
Ending occupancy - comparable (2)
95.0
%
 
94.0
%
 
95.0
%
 
94.0
%
Leased space - all centers
95.9
%
 
96.3
%
 
95.9
%
 
96.3
%
Leased space - comparable (2)
96.7
%
 
97.3
%
 
96.7
%
 
97.3
%
Mall tenant sales - all centers (3)
1,319,794

 
1,197,976

 
3,815,182

 
3,577,249

Mall tenant sales - comparable (2)(3)
1,132,953

 
1,112,374

 
3,352,811

 
3,330,693

 
 
 
 
 
 
 
 
 
12-Months Trailing
 
 
 
 
 
2016
 
2015
 
 
 
 
Operating Statistics:
 
 
 
 
 
 
 
Mall tenant sales - all centers (3)
5,415,921

 
5,178,411

 
 
 
 
Mall tenant sales - comparable (2)(3)
4,623,838

 
4,634,223

 
 
 
 
Sales per square foot (2)(3)
790

 
802

 
 
 
 
All centers (3):
 
 
 
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses
14.6
%
 
14.1
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures
14.1
%
 
13.3
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Combined
14.4
%
 
13.7
%
 
 
 
 
Comparable centers (2)(3):
 
 
 
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses
14.1
%
 
13.6
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures
14.4
%
 
13.4
%
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Combined
14.3
%
 
13.5
%
 
 
 
 





Taubman Centers/7


(1)
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 beneficial interest in EBITDA provides a useful indicator 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.
 
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 nine month period ended September 30, 2016, FFO and EBITDA were adjusted to exclude 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 The Shops at Crystals (Crystals) due to a change in ownership of the center. During the three and nine month periods ended September 30, 2015, upon the announcement of an executive management transition, the Company reversed certain prior period share-based compensation expense, for which the Company adjusted FFO and EBITDA.
 
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 for all periods presented. The September 30, 2015 statistics have been restated to include comparable centers to 2016. The Mall at University Town Center has been excluded from comparable 12-month trailing statistics reported for 2016 and 2015 as the center was not open for the entire 12 months ended September 30, 2015. Sales per square foot exclude spaces greater than or equal to 10,000 square feet.
 
 
 
 
(3)
Based on reports of sales furnished by mall tenants.
 
 
 
 




Taubman Centers/8

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
Table 2 - Income Statement
 
 
 
 
 
 
For the Three Months Ended September 30, 2016 and 2015
 
 
 
 
 
 
 (in thousands of dollars)
 
 
 
 
 
 
 
 
 
2016
 
2015
 
 
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
 
Minimum rents
81,402

 
67,297

 
77,484

 
53,633

 
Percentage rents
6,264

 
2,807

 
5,032

 
2,060

 
Expense recoveries
52,151

 
39,547

 
47,206

 
32,908

 
Management, leasing, and development services
1,399

 

 
3,367

 

 
Other
6,805

 
4,283

 
6,894

 
2,399

 
 
Total revenues
148,021

 
113,934

 
139,983

 
91,000

 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
39,053

 
31,974

 
37,230

 
22,960

 
Other operating (2)
18,592

 
6,098

 
12,732

 
4,704

 
Management, leasing, and development services
1,268

 

 
1,558

 

 
General and administrative (3)
11,578

 

 
8,615

 

 
Interest expense
22,129

 
26,583

 
16,145

 
21,126

 
Depreciation and amortization
40,637

 
27,219

 
27,156

 
14,667

 
 
Total expenses
133,257

 
91,874

 
103,436

 
63,457

 
 
 
 
 
 
 
 
 
 
Nonoperating income (expense)
4,569

 
(594
)
 
1,010

 
(1
)
 
 
 
19,333

 
21,466

 
37,557


27,542

Income tax benefit (expense)
460

 
(315
)
 
(584
)
 
 
 
 
 
21,151

 
 
 
27,542

Equity in income of Unconsolidated Joint Ventures
15,391

 
 
 
15,219

 
 
 
 
 
35,184

 
 
 
52,192

 
 
Gain on dispositions, net of tax (4)


 
 
 
437

 
 
Net income
35,184

 
 
 
52,629

 
 
Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(1,662
)
 
 
 
(2,780
)
 
 
 
Noncontrolling share of income of TRG
(8,449
)
 
 
 
(13,151
)
 
 
Distributions to participating securities of TRG
(537
)
 
 
 
(492
)
 
 
Preferred stock dividends
(5,784
)
 
 
 
(5,784
)
 
 
Net income attributable to Taubman Centers, Inc. common shareowners
18,752

 
 
 
30,422

 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
 
EBITDA - 100%
82,099

 
75,268

 
80,858

 
63,335

 
EBITDA - outside partners' share
(5,873
)
 
(30,293
)
 
(5,451
)
 
(28,027
)
 
Beneficial interest in EBITDA
76,226

 
44,975

 
75,407

 
35,308

 
Beneficial interest expense
(19,261
)
 
(14,274
)
 
(14,439
)
 
(11,431
)
 
Beneficial income tax benefit (expense) - TRG and TCO
471

 
(315
)
 
(584
)
 

 
Beneficial income tax benefit - TCO
 
 

 
(184
)
 

 
Non-real estate depreciation
(607
)
 

 
(679
)
 

 
Preferred dividends and distributions
(5,784
)
 


 
(5,784
)
 


 
Funds from Operations attributable to partnership unitholders and participating securities of TRG
51,045

 
30,386

 
53,737

 
23,877

 
 
 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenue, recoveries, and ground rent expense at TRG%
438

 
849

 
452

 
533

 
Country Club Plaza purchase accounting adjustments - minimum rents increase

 
163

 
 
 
 
 
The Mall at Green Hills purchase accounting adjustments - minimum rents increase
51

 
 
 
91

 
 
 
El Paseo Village and The Gardens on El Paseo purchase accounting
 
 
 
 
 
 
 
 
 
adjustments - interest expense reduction

 
 
 
306

 
 
 
Waterside Shops purchase accounting adjustments - interest expense reduction
 
 

 
 
 
263

 
 
 
 
 
 
 
 
 
 
(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
)
In 2016, the Company stopped allocating certain corporate-level operating expenses to the centers to better reflect the performance of the centers without regard to corporate infrastructure. These expenses, which were previously recognized in both the Other Operating Expenses for the Company’s Consolidated Businesses and the Unconsolidated Joint Ventures, are now recognized entirely in the Other Operating Expenses for the Company's Consolidated Businesses in 2016. The comparative amount of Other Operating Expenses allocated to Unconsolidated Joint Ventures was $1.1 million for the three months ended September 30, 2015.
(3
)
During the three months ended September 30, 2015, a reversal of $2.7 million of prior period share-based compensation expenses was recognized upon the announcement of an executive management transition.
(4
)
During the three months ended September 30, 2015, an adjustment to the tax on the gain on the disposition of interests in International Plaza was recognized, reducing the amount of the tax by $0.4 million.



Taubman Centers/9

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
Table 3 - Income Statement
 
 
 
 
 
 
For the Nine Months Ended September 30, 2016 and 2015
 
 
 
 
 
 
 (in thousands of dollars)
 
 
 
 
 
 
 
 
 
2016
 
2015
 
 
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
 
Minimum rents
246,073

 
191,312

 
228,920

 
159,207

 
Percentage rents
9,960

 
6,027

 
9,039

 
5,510

 
Expense recoveries
147,291

 
112,259

 
137,138

 
96,159

 
Management, leasing, and development services (2)
26,323

 

 
9,665

 

 
Other
16,719

 
9,747

 
16,183

 
9,912

 
 
Total revenues
446,366

 
319,345

 
400,945

 
270,788

 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
109,908

 
86,759

 
103,970

 
67,231

 
Other operating (3)
57,782

 
14,926

 
40,630

 
14,781

 
Management, leasing, and development services
3,034

 

 
4,099

 

 
General and administrative (4)
34,651

 

 
32,595

 

 
Interest expense
61,845

 
72,881

 
44,451

 
63,148

 
Depreciation and amortization
100,099

 
63,837

 
77,575

 
42,536

 
 
Total expenses
367,319

 
238,403

 
303,320

 
187,696

 
 
 
 
 
 
 
 
 
 
Nonoperating income (expense)
8,715

 
512

 
3,712

 
4

 
 
 
87,762

 
81,454

 
101,337

 
83,096

Income tax expense
(284
)
 
(315
)
 
(2,110
)
 
 
 
 
 
81,139

 
 
 
83,096

Equity in income of Unconsolidated Joint Ventures
49,779

 
 
 
46,298

 
 
 
 
 
137,257

 
 
 
145,525

 
 
Gain on dispositions, net of tax (5)


 
 
 
437

 
 
Net income
137,257

 
 
 
145,962

 
 
Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(5,813
)
 
 
 
(8,043
)
 
 
 
Noncontrolling share of income of TRG
(34,435
)
 
 
 
(35,815
)
 
 
Distributions to participating securities of TRG
(1,573
)
 
 
 
(1,477
)
 
 
Preferred stock dividends
(17,353
)
 
 
 
(17,353
)
 
 
Net income attributable to Taubman Centers, Inc. common shareowners
78,083

 
 
 
83,274

 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
 
EBITDA - 100%
249,706

 
218,172

 
223,363

 
188,780

 
EBITDA - outside partners' share
(17,236
)
 
(93,070
)
 
(15,733
)
 
(83,055
)
 
Beneficial interest in EBITDA
232,470

 
125,102

 
207,630

 
105,725

 
Beneficial interest expense
(54,459
)
 
(39,009
)
 
(39,357
)
 
(34,199
)
 
Beneficial income tax expense - TRG and TCO
(265
)
 
(315
)
 
(2,110
)
 

 
Beneficial income tax expense (benefit) - TCO
(19
)
 

 
104

 

 
Non-real estate depreciation
(1,881
)
 

 
(2,314
)
 

 
Preferred dividends and distributions
(17,353
)
 

 
(17,353
)
 

 
Funds from Operations attributable to partnership unitholders and participating securities of TRG
158,493

 
85,778

 
146,600

 
71,526

 
 
 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenue, recoveries, and ground rent expense at TRG%
891

 
2,013

 
79

 
1,422

 
Country Club Plaza purchase accounting adjustments - minimum rents increase

 
163

 
 
 
 
 
The Mall at Green Hills purchase accounting adjustments - minimum rents increase
167

 
 
 
271

 
 
 
El Paseo Village and The Gardens on El Paseo purchase accounting
 
 
 
 
 
 
 
 
 
adjustments - interest expense reduction
440

 
 
 
917

 
 
 
Waterside Shops purchase accounting adjustments - interest expense reduction
 
 
788

 
 
 
788

 
 
 
 
 
 
 
 
 
 
(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
)
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
)
In 2016, the Company stopped allocating certain corporate-level operating expenses to the centers to better reflect the performance of the centers without regard to corporate infrastructure. These expenses, which were previously recognized in both the Other Operating Expenses for the Company’s Consolidated Businesses and the Unconsolidated Joint Ventures, are now recognized entirely in the Other Operating Expenses for the Company's Consolidated Businesses in 2016. The comparative amount of Other Operating Expenses allocated to Unconsolidated Joint Ventures was $3.6 million for the nine months ended September 30, 2015.
(4
)
During the nine months ended September 30, 2015, a net reversal of $2.0 million of prior period share-based compensation expenses was recognized upon the announcement of an executive management transition.
(5
)
During the nine months ended September 30, 2015, an adjustment to the tax on the gain on the disposition of interests in International Plaza was recognized, reducing the amount of the tax by $0.4 million.



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, 2016 and 2015
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
2015
 
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - basic
18,752

 
60,396,902

 
0.31

 
30,422

 
60,713,379

 
0.50

 
 
 
 
 
 
 
 
 
 
 
 
Add impact of share-based compensation
42

 
434,161

 

 
109

 
712,736

 

 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners - diluted
18,794

 
60,831,063

 
0.31

 
30,531

 
61,426,115

 
0.50

 
 
 
 
 
 
 
 
 
 
 
 
 
Add depreciation of TCO's additional basis
1,617

 

 
0.03

 
1,617

 

 
0.03

Less TCO's additional income tax benefit


 

 


 
(184
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding step-up depreciation and additional income tax benefit
20,411

 
60,831,063

 
0.34

 
31,964

 
61,426,115

 
0.52

 
 
 
 
 
 
 
 
 
 
 
 
 
Add noncontrolling share of income of TRG
8,449

 
25,053,476

 

 
13,151

 
25,063,349

 

Add distributions to participating securities of TRG
537

 
871,262

 

 
492

 
871,262

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
29,397

 
86,755,801

 
0.34

 
45,607

 
87,360,726

 
0.52

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
40,637

 

 
0.47

 
27,156

 

 
0.31

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

 
(0.02
)
 
(1,617
)
 

 
(0.02
)
 
Noncontrolling partners in consolidated joint ventures
(1,332
)
 

 
(0.02
)
 
(965
)
 

 
(0.01
)
 
Share of Unconsolidated Joint Ventures
14,995

 

 
0.17

 
8,658

 

 
0.10

 
Non-real estate depreciation
(607
)
 

 
(0.01
)
 
(679
)
 

 
(0.01
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Less gain on dispositions, net of tax


 


 


 
(437
)
 


 
(0.01
)
Less impact of share-based compensation
(42
)
 


 
(0.00
)
 
(109
)
 


 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
81,431

 
86,755,801

 
0.94

 
77,614

 
87,360,726

 
0.89

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (1)
70.7
%
 
 
 
 
 
70.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax benefit (1)
57,556

 
 
 
0.94

 
54,936

 
 
 
0.89

 
 
 
 
 
 
 
 
 
 
 
 
 
Add TCO's additional income tax benefit

 
 
 


 
184

 
 
 
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners (1)
57,556

 
 
 
0.94

 
55,120

 
 
 
0.89

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
81,431

 
86,755,801

 
0.94

 
77,614

 
87,360,726

 
0.89

 
 
 
 
 
 
 
 
 
 
 
 
 
Reversal of executive share-based compensation expense
 
 
 
 
 
 
(2,668
)
 
 
 
(0.03
)
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
81,431

 
86,755,801

 
0.94

 
74,946

 
87,360,726

 
0.86

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (2)
70.7
%
 
 
 
 
 
70.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax benefit (2)
57,556

 
 
 
0.94

 
53,048

 
 
 
0.86

 
 
 
 
 
 
 
 
 
 
 
 
 
Add TCO's additional income tax benefit

 
 
 


 
184

 
 
 
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners (2)
57,556

 
 
 
0.94

 
53,232

 
 
 
0.86

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
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%. For the three months ended September 30, 2015, Funds from Operations attributable to TCO's common shareowners was $54,124 using TCO's diluted average ownership percentage of TRG of 69.5%.
 
(2
)
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%. For the three months ended September 30, 2015, Adjusted Funds from Operations attributable to TCO's common shareowners was $52,270 using TCO's diluted average ownership percentage of TRG of 69.5%.
 



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, 2016 and 2015
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
2015
 
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - basic
78,083

 
60,341,863

 
1.29

 
83,274

 
61,778,051

 
1.35

 
 
 
 
 
 
 
 
 
 
 
 
Add impact of share-based compensation
171

 
432,926

 

 
305

 
795,906

 

 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners - diluted
78,254

 
60,774,789

 
1.29

 
83,579

 
62,573,957

 
1.34

 
 
 
 
 
 
 
 
 
 
 
 
 
Add depreciation of TCO's additional basis
4,851

 

 
0.08

 
4,851

 

 
0.08

Add (less) TCO's additional income tax expense (benefit)
(19
)
 

 
(0.00
)
 
104

 

 
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding step-up depreciation and additional income tax expense (benefit)
83,086

 
60,774,789

 
1.37

 
88,534

 
62,573,957

 
1.41

 
 
 
 
 
 
 
 
 
 
 
 
 
Add noncontrolling share of income of TRG
34,435

 
25,058,804

 


 
35,815

 
25,076,801

 


Add distributions to participating securities of TRG
1,573

 
871,262

 

 
1,477

 
871,262

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
119,094

 
86,704,855

 
1.37

 
125,826

 
88,522,020

 
1.42

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
100,099

 

 
1.15

 
77,575

 

 
0.88

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

 
(0.06
)
 
(4,851
)
 

 
(0.05
)
 
Noncontrolling partners in consolidated joint ventures
(4,018
)
 

 
(0.05
)
 
(2,596
)
 

 
(0.03
)
 
Share of Unconsolidated Joint Ventures
35,999

 

 
0.42

 
25,228

 

 
0.28

 
Non-real estate depreciation
(1,881
)
 

 
(0.02
)
 
(2,314
)
 

 
(0.03
)
 
 


 


 


 


 


 


Less gain on dispositions, net of tax

 

 


 
(437
)
 

 
(0.00
)
Less impact of share-based compensation
(171
)
 

 
(0.00
)
 
(305
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
244,271

 
86,704,855

 
2.82

 
218,126

 
88,522,020

 
2.46

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (1)
70.7
%
 
 
 
 
 
71.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax benefit (expense) (1)
172,598

 
 
 
2.82

 
155,133

 

 
2.46

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) TCO's additional income tax benefit (expense)
19

 
 
 
0.00

 
(104
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners (1)
172,617

 
 
 
2.82

 
155,029

 
 
 
2.46

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
244,271

 
86,704,855

 
2.82

 
218,126

 
88,522,020

 
2.46

 
 
 
 
 
 
 
 
 
 
 
 
 
Crystals lump sum payment received for termination of leasing agreement
(21,702
)
 

 
(0.25
)
 

 

 

Reversal of executive share-based compensation expense

 

 

 
(1,989
)
 

 
(0.02
)
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
222,569

 
86,704,855

 
2.57

 
216,137

 
88,522,020

 
2.44

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (2)
70.7
%
 
 
 
 
 
71.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax benefit (expense) (2)
157,263

 

 
2.57

 
153,718

 

 
2.44

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) TCO's additional income tax benefit (expense)
19

 

 
0.00

 
(104
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners (2)
157,282

 

 
2.57

 
153,614

 

 
2.44

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
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%. For the nine months ended September 30, 2015, Funds from Operations attributable to TCO's common shareowners was $152,110 using TCO's diluted average ownership percentage of TRG of 69.8%.
 
(2
)
For the nine months ended September 30, 2016, Adjusted Funds from Operations attributable to TCO's common shareowners was $154,913 using TCO's diluted average ownership percentage of TRG of 69.6%. For the nine months ended September 30, 2015, Adjusted Funds from Operations attributable to TCO's common shareowners was $150,722 using TCO's diluted average ownership percentage of TRG of 69.8%.
 



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, 2016 and 2015
 
 
 
 
(in thousands of dollars; amounts attributable to TCO may not recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year to Date
 
 
 
 
2016
 
2015
 
2016
 
2015
Net income
 
35,184

 
52,629

 
137,257

 
145,962

 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
40,637

 
27,156

 
100,099

 
77,575

 
Noncontrolling partners in consolidated joint ventures
 
(1,332
)
 
(965
)
 
(4,018
)
 
(2,596
)
 
Share of Unconsolidated Joint Ventures
 
14,995

 
8,658

 
35,999

 
25,228

 
 
 
 
 
 
 
 
 
 
 
Add (less) interest expense and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
22,129

 
16,145

 
61,845

 
44,451

 
 
Noncontrolling partners in consolidated joint ventures
 
(2,868
)
 
(1,706
)
 
(7,386
)
 
(5,094
)
 
 
Share of Unconsolidated Joint Ventures
 
14,274

 
11,431

 
39,009

 
34,199

 
Income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
Income tax benefit on disposition of International Plaza
 

 
(437
)
 

 
(437
)
 
 
Consolidated businesses at 100%
 
(471
)
 
584

 
265

 
2,110

 
 
Share of Unconsolidated Joint Ventures
 
315

 
 
 
315

 
 
 
 
 
 
 
 
 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
 
(1,662
)
 
(2,780
)
 
(5,813
)
 
(8,043
)
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA
 
121,201

 
110,715

 
357,572

 
313,355

 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic
 
70.7
%
 
70.8
%
 
70.7
%
 
71.1
%
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA attributable to TCO
 
85,665

 
78,365

 
252,651

 
222,858

 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA
 
121,201

 
110,715

 
357,572

 
313,355

 
 
 
 
 
 
 
 
 
 
 
Less:
 
 
 
 
 
 
 
 
 
Crystals lump sum payment received for termination of leasing agreement
 

 

 
(21,702
)
 

 
Reversal of executive share-based compensation expense
 

 
(2,668
)
 

 
(1,989
)
 
 
 
 
 
 
 
 
 
 
 
Adjusted Beneficial interest in EBITDA
 
121,201

 
108,047

 
335,870

 
311,366

 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic
 
70.7
%
 
70.8
%
 
70.7
%
 
71.1
%
 
 
 
 
 
 
 
 
 
 
 
Adjusted Beneficial interest in EBITDA attributable to TCO
 
85,665

 
76,476

 
237,318

 
221,468





Taubman Centers/13

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table 7 - Reconciliation of Net Income to Net Operating Income (NOI)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Periods Ended September 30, 2016, 2015, and 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Three Months Ended
 
Year to Date
 
Year to Date
 
 
 
 
2016
 
2015
 
2015
 
2014
 
2016
 
2015
 
2015
 
2014
 
Net income
35,184

 
52,629

 
52,629

 
56,637

 
137,257

 
145,962

 
145,962

 
621,848

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
40,637

 
27,156

 
27,156

 
24,553

 
100,099

 
77,575

 
77,575

 
96,521

 
 
Noncontrolling partners in consolidated joint ventures
(1,332
)
 
(965
)
 
(965
)
 
(814
)
 
(4,018
)
 
(2,596
)
 
(2,596
)
 
(3,568
)
 
 
Share of Unconsolidated Joint Ventures
14,995

 
8,658

 
8,658

 
7,277

 
35,999

 
25,228

 
25,228

 
21,309

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) interest expense and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
22,129

 
16,145

 
16,145

 
23,382

 
61,845

 
44,451

 
44,451

 
74,946

 
 
 
Noncontrolling partners in consolidated joint ventures
(2,868
)
 
(1,706
)
 
(1,706
)
 
(2,109
)
 
(7,386
)
 
(5,094
)
 
(5,094
)
 
(6,259
)
 
 
 
Share of Unconsolidated Joint Ventures
14,274

 
11,431

 
11,431

 
10,006

 
39,009

 
34,199

 
34,199

 
29,805

 
 
Share of income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense (benefit) on dispositions of International Plaza, Arizona Mills, and Oyster Bay
 
 
(437
)
 
(437
)
 


 


 
(437
)
 
(437
)
 
9,733

 
 
 
Consolidated businesses at 100%
(471
)
 
584

 
584

 
683

 
265

 
2,110

 
2,110

 
1,693

 
 
 
Share of Unconsolidated Joint Ventures
315

 
 
 
 
 
 
 
315

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
(1,662
)
 
(2,780
)
 
(2,780
)
 
(2,643
)
 
(5,813
)
 
(8,043
)
 
(8,043
)
 
(8,013
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add EBITDA attributable to outside partners:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA attributable to noncontrolling partners in consolidated joint ventures
5,873

 
5,451

 
5,451

 
5,566

 
17,236

 
15,733

 
15,733

 
17,840

 
 
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
30,293

 
28,027

 
28,027

 
24,819

 
93,070

 
83,055

 
83,055

 
72,345

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA at 100%
157,367

 
144,193

 
144,193

 
147,357

 
467,878

 
412,143

 
412,143

 
928,200

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) items excluded from shopping center NOI:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative expenses
11,578

 
8,615

 
8,615

 
11,369

 
34,651

 
32,595

 
32,595

 
34,493

 
 
Management, leasing, and development services, net
(131
)
 
(1,809
)
 
(1,809
)
 
(1,596
)
 
(23,289
)
(1)
(5,566
)
 
(5,566
)
 
(4,085
)
 
 
Straight-line of rents
(2,574
)
 
(1,696
)
 
(1,696
)
 
(1,195
)
 
(5,712
)
 
(3,794
)
 
(3,794
)
 
(3,482
)
 
 
Gain on dispositions


 


 


 


 


 


 


 
(486,620
)
 
 
Disposition costs related to the Starwood sale

 

 

 
519

 

 

 

 
960

 
 
Discontinuation of hedge accounting - MacArthur Center


 


 


 
(171
)
 


 


 


 
5,507

 
 
Restructuring charge

 

 

 
3,031

 

 

 

 
3,031

 
 
Gain on sales of peripheral land
(1,425
)
 


 


 


 
(1,828
)
 


 


 


 
 
Dividend income
(974
)
 
(915
)
 
(915
)
 
(761
)
 
(2,862
)
 
(2,626
)
 
(2,626
)
 
(1,597
)
 
 
Interest income
(1,907
)
 
(377
)
 
(377
)
 
(456
)
 
(4,179
)
 
(1,596
)
 
(1,596
)
 
(764
)
 
 
Other nonoperating expense (income)
331

 
283

 
283

 


 
(358
)
 
506

 
506

 
(754
)
 
 
Unallocated operating expenses and other
9,826

 
7,269

(2)
3,934

 
5,628

 
32,002

 
24,332

(2)
14,243

 
14,587

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI - all centers at 100%
172,091

 
155,563

 
152,228

 
163,725

 
496,303

 
455,994

 
445,905

 
489,476

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less - NOI of non-comparable centers
(21,993
)
(3)
(10,669
)
(4)
(5,931
)
(5)
(22,206
)
(6)
(52,245
)
(3)
(31,624
)
(4)
(17,083
)
(5)
(72,182
)
(7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
150,098

 
144,894

 
146,297

 
141,519

 
444,058

 
424,370

 
428,822

 
417,294

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI - growth %
3.6
%
 
 
 
3.4
%
 
 
 
4.6
%
 
 
 
2.8
%
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
150,098

 
144,894

 
146,297

 
141,519

 
444,058

 
424,370

 
428,822

 
417,294

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease cancellation income
(649
)
 
(1,943
)
 
(1,954
)
 
(1,056
)
 
(2,875
)
 
(6,198
)
 
(6,357
)
 
(7,055
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income
149,449

 
142,951

 
144,343

 
140,463

 
441,183

 
418,172

 
422,465

 
410,239

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% excluding lease cancellation income - growth %
4.5
%
 
 
 
2.8
%
 
 
 
5.5
%
 
 
 
3.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 for Crystals due to a change in ownership of the center.
(2
)
In 2016, the Company stopped allocating certain corporate-level operating expenses to the centers to better reflect the performance of the centers without regard to corporate infrastructure. These expenses, which were previously recognized in other operating expenses of the centers, are now recognized in unallocated operating expenses. For the three and nine month periods ended September 30, 2015, the comparative amount of other operating expenses allocated to the centers was $3.3 million and $10.1 million, respectively at 100%.
(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.
 
 
 
 
 
 
 
 
(5
)
Includes The Mall of San Juan and The Mall at University Town Center.
 
 
 
 
 
 
 
 
(6
)
Includes the portfolio of centers sold to Starwood and an adjustment to reflect the allocation of costs to Starwood centers that are now being allocated to the remainder of the portfolio.
 
 
 
 
 
(7
)
Includes the portfolio of centers sold to Starwood and Arizona Mills for the approximately one-month period prior to its disposition. Includes an adjustment to reflect the allocation of costs to Starwood centers that are now being allocated to the remainder of the portfolio.
 
 
 
 
 



Taubman Centers/14

TAUBMAN CENTERS, INC.
 
 
Table 8 - Balance Sheets
 
As of September 30, 2016 and December 31, 2015
(in thousands of dollars)
 
 
 
 
 
 
 
As of
 
 
 
 
 
September 30, 2016
 
December 31, 2015
Consolidated Balance Sheet of Taubman Centers, Inc.:
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
4,102,661

 
3,713,215

 
Accumulated depreciation and amortization
 
(1,124,324
)
 
(1,052,027
)
 
 
 
 
 
2,978,337

 
2,661,188

 
Investment in Unconsolidated Joint Ventures
 
621,489

 
433,911

 
Cash and cash equivalents
 
59,707

 
206,635

 
Restricted cash
 
1,002

 
6,447

 
Accounts and notes receivable, net
 
52,543

 
54,547

 
Accounts receivable from related parties
 
1,899

 
2,478

 
Deferred charges and other assets (1)
 
296,187

 
181,304

 
 
 
 
 
4,011,164

 
3,546,510

Liabilities:
 
 
 
 
 
Notes payable, net (1)
 
3,203,697

 
2,627,088

 
Accounts payable and accrued liabilities
 
387,107

 
334,525

 
Distributions in excess of investments in and net income of
 


 


 
Unconsolidated Joint Ventures
 
465,118

 
464,086

 
 
 
4,055,922

 
3,425,699

 
 
 
Redeemable noncontrolling interest
 
8,432

 
 
 
 
 
Equity:
 
 
 
 
 
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
 
604

 
602

 
 
Additional paid-in capital
 
653,839

 
652,146

 
 
Accumulated other comprehensive income (loss)
 
(26,430
)
 
(27,220
)
 
 
Dividends in excess of net income
 
(543,137
)
 
(512,746
)
 
 
 
84,901

 
112,807

 
Noncontrolling interests:
 
 
 
 
 
 
Noncontrolling interests in consolidated joint ventures
 
(157,373
)
 
(23,569
)
 
 
Noncontrolling interests in partnership equity of TRG
 
19,282

 
31,573

 
 
 
 
(138,091
)
 
8,004

 
 
 
 
(53,190
)
 
120,811

 
 
 
 
4,011,164

 
3,546,510

 
 
 
 
 
 
 
(1)
The December 31, 2015 balance has been restated in connection with the Company's adoption of Accounting Standards Update (ASU) No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" which changed the presentation of debt issuance costs on the Consolidated Balance Sheet. In connection with the adoption of ASU No. 2015-03 on January 1, 2016, the Company retrospectively reclassified the December 31, 2015 Consolidated Balance Sheet to move $16.9 million of debt issuance costs out of Deferred Charges and Other Assets and into Notes Payable, Net as a direct deduction of the related debt liabilities.
 
 
 
Combined Balance Sheet of Unconsolidated Joint Ventures (1):
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
2,558,697

 
1,628,492

 
Accumulated depreciation and amortization
 
(637,141
)
 
(589,145
)
 
 
 
 
 
1,921,556

 
1,039,347

 
Cash and cash equivalents
 
38,990

 
36,047

 
Accounts and notes receivable, net
 
59,700

 
42,361

 
Deferred charges and other assets (2)
 
76,407

 
32,660

 
 
 
 
 
2,096,653

 
1,150,415

Liabilities:
 
 
 
 
 
Notes payable, net (2)(3)
 
2,298,698

 
1,994,298

 
Accounts payable and other liabilities
 
304,212

 
70,539

 
 
 
 
 
2,602,910

 
2,064,837

Accumulated Deficiency in Assets:
 
 
 
 
 
Accumulated deficiency in assets - TRG
 
(290,009
)
 
(507,282
)
 
Accumulated deficiency in assets - Joint Venture Partners
 
(197,307
)
 
(397,196
)
 
Accumulated other comprehensive loss - TRG
 
(9,477
)
 
(4,974
)
 
Accumulated other comprehensive loss - Joint Venture Partners
 
(9,464
)
 
(4,970
)
 
 
 
 
 
(506,257
)
 
(914,422
)
 
 
 
 
 
2,096,653

 
1,150,415

 
 
 
 
 
 
 
 
(1)
Unconsolidated Joint Venture amounts exclude the balances of CityOn.Zhengzhou and Starfield Hanam as of September 30, 2016 and December 31, 2015. In addition, the amounts exclude the balances of CityOn.Xi'an as of December 31, 2015.
(2)
The December 31, 2015 balance has been adjusted in connection with the Company's adoption of ASU No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs."
(3)
The balances presented exclude the construction financings outstanding for Starfield Hanam of $335.2 million ($115.0 million at TRG's share) and $52.9 million ($18.1 million at TRG's share) as of September 30, 2016 and December 31, 2015, respectively, and CityOn.Zhengzhou of $73.5 million ($36.0 million at TRG's share) and $44.7 million ($14.2 million at TRG's share) as of September 30, 2016 and December 31, 2015, respectively, and the related debt issuance costs.



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, 2016 
 
 
 
 
 
Adjusted Funds from Operations per common share
3.53

 
3.63

 
 
 
 
 
Crystals lump sum fee for termination of leasing agreement
0.25

 
0.25

 
 
 
 
 
Funds from Operations per common share
3.78

 
3.88

 
 
 
 
 
Real estate depreciation - TRG
(2.05
)
 
(2.00
)
 
 
 
 
 
Distributions to participating securities of TRG
(0.02
)
 
(0.02
)
 
 
 
 
 
Depreciation of TCO's additional basis in TRG
(0.11
)
 
(0.11
)
 
 
 
 
 
Net income attributable to common shareowners, per common share (EPS)
1.61

 
1.76