EX-99 2 a2019q38-kexhibit99.htm EXHIBIT 99 Exhibit


Exhibit 99
Taubman Centers, Inc.
T 248.258.6800
 
 
 
 
 
taubmanlogo2019orangergb.jpg
200 East Long Lake Road
www.taubman.com
 
 
Suite 300
 
 
 
Bloomfield Hills, Michigan
 
 
 
48304-2324
 
 
 
 
TAUBMAN CENTERS, INC. ISSUES THIRD QUARTER RESULTS

Net Income and Earnings Per Diluted Common Share (EPS) Higher Due to Sale of Interest in Starfield Hanam
Pro Rata Total Portfolio NOI, Excluding Lease Cancellation Income, Up 0.7 Percent for the Quarter and 3.6 Percent Year-to-Date
Average Rent Per Square Foot Up 2.3 Percent
Trailing 12-Month Tenant Sales Per Square Foot $868, Up 12 Percent
Sales Per Square Foot Up 11.2 Percent, 13th Consecutive Quarter of Growth

BLOOMFIELD HILLS, Mich., October 29, 2019 - - Taubman Centers, Inc. (NYSE: TCO) today reported financial results for the third quarter of 2019.

 
September 30, 2019
Three Months Ended
September 30, 2018
Three Months Ended
September 30, 2019
Nine Months Ended
September 30, 2019
Nine Months Ended
Net income attributable to common shareowners, diluted (in thousands)
$216,873
$21,007
$239,223
$54,950
Net income attributable to common shareowners (EPS) per diluted common share
$3.48(1)
$0.34
$3.84(1)
$0.90
Funds from Operations (FFO) per diluted common share
Growth rate

$0.88
(16.2)%
$1.05

$2.59
(9.1)%
$2.85
Adjusted Funds from Operations (Adjusted FFO) per diluted common share
Growth rate

$0.86(2)
(14.9)%
$1.01(3)

$2.74(2)
(6.2)%

$2.92(3)
(1) EPS for the three and nine-month periods ended September 30, 2019 were higher primarily due to the sale of 50 percent of our interest in Starfield Hanam and a litigation settlement related to The Mall of San Juan, resulting in the recognition of gains totaling approximately $3.30 per diluted common share.
(2) Adjusted FFO for the three and nine-month periods ended September 30, 2019 excludes restructuring charges, a promote fee (net of tax) related to Starfield Hanam, and costs associated with shareholder activism. Adjusted FFO for the nine-month period ended September 30, 2019 also excludes costs incurred related to the Blackstone transactions prior to closing and the fluctuation in the fair value of equity securities.
(3) Adjusted FFO for the three and nine-month periods ended September 30, 2018 excludes costs associated with shareholder activism and the fluctuation in the fair value of equity securities.

“We were pleased to meet our earnings expectations this quarter,” said Robert S. Taubman, chairman, president and chief executive officer.

Year-over-year, this quarter’s results were lower due to higher interest expense, lower lease cancellation income and a gain on a land sale in 2018. In addition, the company’s results were impacted by the Forever 21 bankruptcy filing by about three cents. Taken together, these items affected third quarter FFO and Adjusted FFO per share by about 12 cents.

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Operating Statistics

Total portfolio NOI growth at our beneficial interest, excluding lease cancellation income, was up 0.7 percent for the quarter, bringing year-to-date growth to 3.6 percent.

Comparable center NOI, excluding lease cancellation income and using constant currency exchange rates, was down 0.9 percent in the quarter, bringing year-to-date growth to 1.1 percent. Comparable center NOI, excluding lease cancellation income, was down 1.5 percent in the quarter, bringing year-to-date growth to 0.3 percent. “Foreign currency exchange rates and Forever 21’s bankruptcy reduced NOI this quarter as compared to last year,” said Simon J. Leopold, executive vice president, chief financial officer. “Putting aside these two items, our third quarter NOI was essentially flat to last year,” said Mr. Leopold.

Tenant sales per square foot in U.S. comparable centers were up 12.3 percent in the quarter, bringing 12-month trailing U.S. sales per square foot to $964, an increase of 13.7 percent over the 12-months ended September 30, 2018. Year-to-date, U.S. sales per square foot were up 15 percent.

Including Asia, comparable tenant sales per square foot increased 11.2 percent from the third quarter of 2018. This brings the company’s 12-month trailing sales per square foot to $868, up 12 percent over the 12-months ended September 30, 2018. Year-to-date, tenant sales per square foot were up 12.9 percent.

“While Tesla continues to positively impact our growth, sales for the quarter were otherwise solid,” said Mr. Taubman.

Average rent per square foot for the quarter was $56.03, up 2.3 percent, bringing year-to-date growth to 1.7 percent. Average rent per square foot in U.S. comparable centers was up 0.9 percent in both the third quarter and year-to-date.

Trailing 12-month releasing spread per square foot for the period ended September 30, 2019 was negative 1 percent. The spread was impacted by a small number of deals that have an average lease term of less than two years. Without these leases, the spread was 3.3 percent.

Ending occupancy in comparable centers was 93.4 percent on September 30, 2019, up 0.1 percent from September 30, 2018.

Leased space in comparable centers was 95.9 percent on September 30, 2019, up 0.1 percent from September 30, 2018.

“In a year when the retail landscape continues to evolve, we have maintained healthy occupancy levels, while growing rent and portfolio NOI,” said Mr. Taubman.





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Financing Activity

In October, the company amended and extended its primary revolving line of credit and one of its two unsecured term loans. The revolving line of credit, which had a maturity date of February 2021, has been extended to February 2024, with two six-month extension options. It has a maximum capacity of $1.1 billion. The term loan, which had a maturity date of February 2022, has been extended to February 2025, with a principal balance of $275 million.

The revolving line of credit and term loan bear interest at a range based on the company’s total leverage ratio. As of today, the leverage ratio results in a rate of LIBOR plus 1.375 percent, with an annual facility fee of 0.225 percent for the revolver and a rate of LIBOR plus 1.55 percent for the term loan.

“We have successfully extended the maturities of our line of credit and term loan, at slightly lower borrowing rates, which is indicative of the quality of our assets,” said Mr. Leopold.

In October, the company also exercised the final one-year extension option for the $150 million loan for The Mall at Green Hills (Nashville, Tenn.), extending the maturity date to December 1, 2020. Beginning December 1, 2019, the loan will bear interest at LIBOR plus 1.45 percent.

Starfield Hanam

In September, the company completed the sale of 50 percent of Taubman Asia’s interest in Starfield Hanam (Hanam, South Korea) to real estate funds managed by The Blackstone Group Inc. (Blackstone) for $300 million. The company now has a 17.15 percent ownership interest in the center. See Taubman Completes Sale of Interest in Starfield Haman to Blackstone -September 19, 2019. The company received net proceeds of about $240 million, following the allocation of property-level debt and transaction costs, which were used to pay down debt. During the quarter, the company recognized a gain on disposition of $139 million and a gain on remeasurement of $145 million.

In September, Blackstone also purchased the 14.7 percent interest in Starfield Hanam that was owned by the company’s institutional joint venture partner. Taubman recognized a $4 million promote fee (net of tax), as a result of the sale. This nonrecurring item has been excluded from Adjusted FFO.

Litigation Resolved at The Mall of San Juan

The ongoing litigation with Hudson’s Bay Company (HBC), regarding the former Saks Fifth Avenue location at The Mall of San Juan (San Juan, Puerto Rico) has been resolved. Accordingly, HBC agreed to pay the company $26 million as a partial reimbursement of their previously received anchor allowance, in exchange for the termination of their obligations under their agreements. Taubman now has full control of the location.

The allowance reimbursement and value of the former Saks Fifth Avenue building and improvements exceeded the write-off of the book value of the anchor allowance and legal costs incurred in the third quarter, resulting in a $10.1 million net gain, which was included in non-operating income.
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2019 Guidance

Taubman is updating certain key guidance measures for 2019.

EPS is now expected to be in the range of $4.00 to $4.15 per diluted share, revised from the previous range of $0.60 to $0.80 per diluted share, primarily due to gains recognized related to the Starfield Hanam transaction.

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 $3.47 to $3.57 per diluted share.

Adjusted FFO guidance, which excludes $0.15 per diluted common share of year-to-date adjustments, remains unchanged and is expected to be in the range of $3.64 to $3.74 per diluted common share.

Comparable center NOI growth is now expected to be flat to 1 percent for the year, reduced from the previous guidance of about 2 percent. Lower NOI growth is expected primarily due to unfavorable foreign currency exchange rates (which have negatively impacted growth by 0.8 percent year-to-date) and elevated tenant bankruptcies, including Forever 21.

The company’s share of consolidated and unconsolidated interest expense is now expected to be $205 to $210 million, down from the previous range of $215 to $221 million. The company expects lower interest expense as a result of lower rates and a lower balance on its line of credit due to the paydown from the Starfield Hanam transaction proceeds.

The company’s share of lease cancellation income is now expected to be approximately $10 million, compared to our previous guidance of approximately $12 million.

All other key guidance measures remain unchanged. This guidance does not include the impact of the remaining Blackstone transactions. We anticipate these transactions will close around year-end 2019. The guidance also does not include an assumption for future costs associated with shareholder activism.

Supplemental Investor Information Available

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

Earnings Press Release
Company Overview
Operational Statistics
Summary of Key Guidance Measures
Income Statements
Changes in Funds from Operations and Earnings Per Common Share
Balance Sheets

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Debt Summary
Capital Spending and Certain Balance Sheet Information
Owned Centers
New Development, Acquisition and Partial Disposition of Interest
Components of Rental Revenues
Components of Other Income, Other Operating Expense, and Nonoperating Income, Net
Earnings Reconciliations
Glossary

Investor Conference Call

Taubman will host a conference call at 10:00 a.m. EDT on Wednesday October 30, 2019 to discuss these results, business conditions and the outlook for the remainder of 2019. 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 26 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,”, “we”, “us”, “our”, “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 and uncertainties, including that the conditions to one or more transaction closings may not be satisfied, the potential impact on the company due to the announcement of the disposition of ownership interests, the occurrence of any event, change or other circumstances that could give rise to the delay or termination of the transactions, general economic conditions, 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; challenges with department stores; changes in consumer shopping behavior; the liquidity of real estate investments; the company’s ability to comply with debt covenants;
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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; competitors gaining economies of scale through M&A and consolidation activity; 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; costs associated with response to technology breaches; 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:    
Erik Wright, Taubman, Manager, Investor Relations, 248-258-7390
ewright@taubman.com

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

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TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
Table 1 - Income Statement
 
 
 
 
 
 
 
For the Three Months Ended September 30, 2019 and 2018
 
 
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
2019
 
2018
 
CONSOLIDATED
 
UNCONSOLIDATED
 
CONSOLIDATED
 
UNCONSOLIDATED
 
BUSINESSES
 
JOINT VENTURES (1)
 
BUSINESSES
 
JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
Rental revenues (2)
141,213

 
138,960

 


 


Minimum rents (2)


 


 
87,306

 
87,505

Overage rents
3,865

 
6,736

 
3,263

 
7,086

Expense recoveries (2)


 


 
52,096

 
44,587

Management, leasing, and development services
1,927

 
 
 
860

 
 
Other (2)
15,501

 
7,413

 
15,595

 
7,796

Total revenues
162,506

 
153,109

 
159,120


146,974

 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
40,786

 
45,274

 
38,149

 
41,375

Other operating (2)
19,753

 
6,412

 
19,253

 
5,508

Management, leasing, and development services
1,895

 
 
 
476

 
 
General and administrative
9,632

 
 
 
8,530

 
 
Restructuring charges
876

 
 
 


 
 
Costs associated with shareholder activism
675

 
 
 
1,500

 
 
Interest expense
37,695

 
35,398

 
33,396

 
33,199

Depreciation and amortization
47,849

 
33,865

 
46,307

 
33,544

Total expenses
159,161

 
120,949

 
147,611

 
113,626

 
 
 
 
 
 
 
 
Nonoperating income, net
11,108

 
5,657

 
8,700

 
563

 
14,453

 
37,817

 
20,209

 
33,911

Income tax (expense) benefit
(2,021
)
 
(2,266
)
 
996

 
(2,210
)
 
 
 
 
 
 
 
 
Equity in income of Unconsolidated Joint Ventures
20,252

 
 
 
16,910

 
 
Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
138,696

 
 
 
 
 
 
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
145,010

 
 
 
 
 
 
Net income
316,390

 
35,551

 
38,115

 
31,701

Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(958
)
 
 
 
(1,564
)
 
 
Noncontrolling share of income of TRG
(93,690
)
 
 
 
(9,192
)
 
 
Distributions to participating securities of TRG
(597
)
 
 
 
(599
)
 
 
Preferred stock dividends
(5,784
)
 
 
 
(5,784
)
 
 
Net income attributable to Taubman Centers, Inc. common shareholders
215,361

 
 
 
20,976

 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
EBITDA - 100%
383,703

 
107,080

 
99,912

 
100,654

EBITDA - outside partners' share
(5,623
)
 
(50,377
)
 
(6,510
)
 
(48,438
)
Beneficial interest in EBITDA
378,080

 
56,703

 
93,402

 
52,216

Gain on Saks settlement - The Mall of San Juan
(10,095
)
 
 
 
 
 
 
Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
(138,696
)
 
 
 
 
 
 
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
(145,010
)
 
 
 
 
 
 
Beneficial interest expense
(34,851
)
 
(17,798
)
 
(30,412
)
 
(17,093
)
Beneficial income tax expense - TRG and TCO
(2,021
)
 
(991
)
 
1,047

 
(1,023
)
Beneficial income tax expense - TCO


 
 
 
(113
)
 
 
Non-real estate depreciation
(1,150
)
 
 
 
(1,138
)
 
 
Preferred dividends and distributions
(5,784
)
 
 
 
(5,784
)
 
 
Funds from Operations attributable to partnership unitholders and participating securities of TRG
40,473

 
37,914

 
57,002

 
34,100

 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenues, recoveries, and ground rent expense at TRG%
1,712

 
(422
)
 
727

 
445

Country Club Plaza purchase accounting adjustments - rental revenues at TRG%
 
 
61

 
 
 
22

The Mall at Green Hills purchase accounting adjustments - rental revenues
13

 
 
 
30

 
 
The Gardens Mall purchase accounting adjustments - rental revenues at TRG%
 
 
(639
)
 
 
 
 
The Gardens Mall purchase accounting adjustments - interest expense at TRG%
 
 
(528
)
 
 
 
 
 
 
 
 
 
 
 
 
(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 our ownership interest.
(2) Upon adoption of ASC Topic 842, minimum rents and expense recoveries are now presented within a single revenue line item, Rental Revenues; the presentation of lease cancellation income has changed from Other income to Rental Revenues; the presentation of uncollectible tenant revenues has changed from Other Operating expense to Rental Revenues as a contra-revenue; and Other Operating expense includes certain indirect leasing costs, which were capitalizable under the previous lease accounting standard. As a result of the accounting change, an additional $1.3 million of leasing costs were expensed during the three months ended September 30, 2019. Comparative periods presented were not adjusted to reflect the change in accounting.




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TAUBMAN CENTERS, INC.
 
 
 
 
 
 
Table 2 - Income Statement
 
 
 
 
 
 
For the Nine Months Ended September 30, 2019 and 2018
 
 
 
 
 
 
 (in thousands of dollars)
 
 
 
 
 
 
 
2019
 
2018
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
Rental revenues (2)
432,508

 
410,613

 


 


Minimum rents (2)


 


 
261,711

 
267,280

Overage rents
8,719

 
18,279

 
7,453

 
18,756

Expense recoveries (2)


 


 
154,177

 
133,983

Management, leasing, and development services
4,035

 

 
2,480

 

Other (2)
39,056

 
20,779

 
47,560

 
26,034

Total revenues
484,318

 
449,671

 
473,381

 
446,053

 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
118,506

 
132,413

 
113,871

 
125,510

Other operating (2)
60,210

 
18,786

 
64,153

 
20,619

Management, leasing, and development services
2,917

 

 
1,186

 

General and administrative
26,762

 

 
25,545

 

Restructuring charges
1,585

 
 
 
(423
)
 
 
Costs associated with shareholder activism
16,675

 

 
10,000

 

Interest expense
112,590

 
103,581

 
97,242

 
99,316

Depreciation and amortization
137,064

 
103,177

 
124,325

 
100,962

Total expenses
476,309

 
357,957

 
435,899

 
346,407

 
 
 
 
 
 
 
 
Nonoperating income, net
26,468

 
6,981

 
13,858

 
1,491

 
34,477

 
98,695

 
51,340

 
101,137

Income tax (expense) benefit
(4,924
)
 
(6,635
)
 
784

 
(5,474
)
 
 
 
 
 
 
 
 
Equity in income of Unconsolidated Joint Ventures
49,746

 
 
 
50,680

 
 
Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
138,696

 
 
 
 
 
 
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
145,010

 
 
 
 
 
 
Net income
363,005

 
92,060

 
102,804

 
95,663

Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(3,219
)
 
 
 
(4,388
)
 
 
Noncontrolling share of income of TRG
(103,899
)
 
 
 
(24,393
)
 
 
Distributions to participating securities of TRG
(1,817
)
 
 
 
(1,797
)
 
 
Preferred stock dividends
(17,353
)
 
 
 
(17,353
)
 
 
Net income attributable to Taubman Centers, Inc. common shareholders
236,717

 
 
 
54,873

 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
EBITDA - 100%
567,837

 
305,453

 
272,907

 
301,415

EBITDA - outside partners' share
(18,475
)
 
(146,640
)
 
(19,025
)
 
(145,671
)
Beneficial interest in EBITDA
549,362

 
158,813

 
253,882

 
155,744

Gain on insurance recoveries - The Mall of San Juan
(1,418
)
 


 


 


Gain on Saks settlement - The Mall of San Juan
(10,095
)
 
 
 
 
 
 
Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
(138,696
)
 
 
 
 
 
 
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
(145,010
)
 
 
 
 
 
 
Beneficial interest expense
(103,692
)
 
(52,579
)
 
(88,219
)
 
(51,107
)
Beneficial income tax expense - TRG and TCO
(4,735
)
 
(2,680
)
 
918

 
(2,387
)
Beneficial income tax expense - TCO

 

 
(110
)
 

Non-real estate depreciation
(3,447
)
 

 
(3,402
)
 

Preferred dividends and distributions
(17,353
)
 

 
(17,353
)
 

Funds from Operations attributable to partnership unitholders and participating securities of TRG
124,916

 
103,554

 
145,716

 
102,250

 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenues, recoveries, and ground rent expense at TRG%
4,427

 
181

 
2,082

 
1,597

Country Club Plaza purchase accounting adjustments - rental revenues at TRG%
 
 
257

 
 
 
1,409

The Mall at Green Hills purchase accounting adjustments - rental revenues
61

 
 
 
88

 
 
The Gardens Mall purchase accounting adjustments - rental revenues at TRG%
 
 
(816
)
 
 
 
 
The Gardens Mall purchase accounting adjustments - interest expense at TRG%
 
 
(1,056
)
 
 
 
 
 
 
 
 
 
 
 
 
(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 our ownership interest.
(2) Upon adoption of ASC Topic 842, minimum rents and expense recoveries are now presented within a single revenue line item, Rental Revenues; the presentation of lease cancellation income has changed from Other income to Rental Revenues; the presentation of uncollectible tenant revenues has changed from Other Operating expense to Rental Revenues as a contra-revenue; and Other Operating expense includes certain indirect leasing costs, which were capitalizable under the previous lease accounting standard. As a result of the accounting change, an additional $4.2 million of leasing costs were expensed during the nine months ended September 30, 2019. Comparative periods presented were not adjusted to reflect the change in accounting.



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TAUBMAN CENTERS, INC.
Use of Non-GAAP Financial Measures

In this press release, the terms "we", "us", and "our" refer to Taubman Centers, Inc. (TCO), The Taubman Realty Group Limited Partnership (TRG), and/or TRG's subsidiaries as the context may require.

We use certain non-GAAP operating measures, including EBITDA, beneficial interest in EBITDA, Net Operating Income (NOI), beneficial interest in NOI, and Funds from Operations. These measures are reconciled to the most comparable GAAP measures. Additional information as to the use of these measures are as follows.

EBITDA represents earnings before interest, income taxes, and depreciation and amortization of our consolidated and unconsolidated businesses. Beneficial interest in EBITDA represents our share of the earnings before interest, income taxes, and depreciation and amortization of our consolidated and unconsolidated businesses. We believe 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.

We use Net Operating Income as an alternative measure to evaluate the operating performance of centers, both on individual and stabilized portfolio bases, and in formulating corporate goals and compensation. We define NOI as property-level operating revenues (includes rental income excluding straight-line adjustments of minimum rent) less maintenance, property taxes, utilities, promotion, ground rent (including straight-line adjustments), and other property operating expenses. Beneficial interest in NOI represents our share of NOI (as previously defined) of our consolidated and unconsolidated businesses. 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. We also use 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. We generally provide 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 given that the center's performance has been and is expected to continue to be materially impacted for the foreseeable future. We also use NOI excluding lease cancellation income using constant currency exchange rates as an alternative measure because exchange rates may vary significantly from period to period, which can affect comparability and trend analysis.

The National Association of Real Estate Investment Trusts (NAREIT) defines Funds from Operations (FFO) as net income (calculated in accordance with Generally Accepted Accounting Principles (GAAP)), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We believe 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, we 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. We primarily use FFO in measuring performance and in formulating corporate goals and compensation.

We 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. We believe 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 months ended September 30, 2019 FFO and EBITDA were adjusted to exclude restructuring charges, a promote fee, net of tax recognized related to Starfield Hanam, and costs incurred associated with shareholder activism. For the three and nine months ended September 30, 2019, EBITDA was also adjusted to exclude a gain on Saks settlement at The Mall of San Juan, gain on partial disposition of ownership interest in Unconsolidated Joint Venture, and a gain on remeasurement of ownership interest in Unconsolidated Joint Venture. In addition, for the nine months ended September 30, 2019, FFO and EBITDA were adjusted to exclude the fluctuation in the fair value of equity securities and costs incurred related to the pending Blackstone transactions, and EBITDA was adjusted to exclude a gain on insurance recoveries for The Mall of San Juan. For the three and nine months ended September 30, 2018, FFO and EBITDA were adjusted to exclude costs incurred associated with shareholder activism and the fluctuation in the fair value of equity securities. For the nine months ended September 30, 2018, FFO and EBITDA were also adjusted to exclude a reduction of previously expensed restructuring charges and FFO was also adjusted to exclude a charge recognized in connection with the write-off of deferred financing costs related to the early payoff of our $475 million unsecured term loan.
These non-GAAP measures as presented by us 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 our operating performance. Additionally, these measures do not represent cash flows from operating, investing, or financing activities as defined by GAAP.

We also provide our beneficial interest in certain financial information of our Unconsolidated Joint Ventures. This beneficial information is derived as our ownership interest in the investee multiplied by the specific financial statement item being presented. Investors are cautioned that deriving our beneficial interest in this manner may not accurately depict the legal and economic implications of holding a noncontrolling interest in the investee.








Taubman Centers/10


TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
Table 3 - Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareholders to Funds From Operations and Adjusted Funds From Operations
For the Three Months Ended September 30, 2019 and 2018
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareholders - basic
215,361

 
61,211,249

 
3.52

 
20,976

 
61,001,357

 
0.34

Add distributions to participating securities of TRG
597

 
871,262

 

 


 


 

Add impact of share-based compensation
915

 
162,903

 

 
31

 
294,710

 

Net income attributable to TCO common shareholders - diluted
216,873

 
62,245,414

 
3.48

 
21,007

 
61,296,067

 
0.34

Add depreciation of TCO's additional basis
1,617

 

 
0.03

 
1,617

 

 
0.03

Less TCO's additional income tax benefit


 

 


 
(113
)
 

 
(0.00
)
Net income attributable to TCO common shareholders,
excluding step-up depreciation and additional income tax benefit
218,490

 
62,245,414

 
3.51

 
22,511

 
61,296,067

 
0.37

Add noncontrolling share of income of TRG
93,690

 
26,430,716

 

 
9,192

 
24,943,960

 

Add distributions to participating securities of TRG


 


 

 
599

 
871,262

 

Net income attributable to partnership unitholders
and participating securities of TRG
312,180

 
88,676,130

 
3.52

 
32,302

 
87,111,289

 
0.37

Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
47,849

 

 
0.54

 
46,307

 

 
0.53

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

 
(0.02
)
 
(1,617
)
 

 
(0.02
)
Noncontrolling partners in consolidated joint ventures
(1,821
)
 

 
(0.02
)
 
(1,911
)
 

 
(0.02
)
Share of Unconsolidated Joint Ventures
17,662

 

 
0.20

 
17,190

 

 
0.20

Non-real estate depreciation
(1,150
)
 

 
(0.01
)
 
(1,138
)
 

 
(0.01
)
Less gain on Saks settlement - The Mall of San Juan
(10,095
)
 
 
 
(0.11
)
 
 
 
 
 
 
Less gain on partial disposition of ownership interest in Unconsolidated Joint Venture
(138,696
)
 
 
 
(1.56
)
 
 
 
 
 
 
Less gain on remeasurement of ownership interest in Unconsolidated Joint Venture
(145,010
)
 
 
 
(1.64
)
 
 
 
 
 
 
Less impact of share-based compensation
(915
)
 


 
(0.01
)
 
(31
)
 


 
(0.00
)
Funds from Operations attributable to partnership unitholders
and participating securities of TRG
78,387

 
88,676,130

 
0.88

 
91,102

 
87,111,289

 
1.05

TCO's average ownership percentage of TRG - basic (1)
69.8
%
 
 
 
 
 
71.0
%
 
 
 
 
Funds from Operations attributable to TCO's common shareholders,
excluding additional income tax benefit (1)
54,747

 
 
 
0.88

 
64,661

 
 
 
1.05

Add TCO's additional income tax benefit

 
 
 


 
113

 
 
 
0.00

Funds from Operations attributable to TCO's common shareholders (1)
54,747

 
 
 
0.88

 
64,774

 
 
 
1.05

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
and participating securities of TRG
78,387

 
88,676,130

 
0.88

 
91,102

 
87,111,289

 
1.05

Restructuring charges
876

 
 
 
0.01

 


 
 
 


Promote fee, net of tax - Starfield Hanam (2)
(3,961
)
 
 
 
(0.04
)
 
 
 
 
 
 
Costs associated with shareholder activism
675

 
 
 
0.01

 
1,500

 
 
 
0.02

Fluctuation in fair value of equity securities
 
 
 
 


 
(4,987
)
 
 
 
(0.06
)
Adjusted Funds from Operations attributable to partnership unitholders
and participating securities of TRG
75,977

 
88,676,130

 
0.86

 
87,615

 
87,111,289

 
1.01

TCO's average ownership percentage of TRG - basic (3)
69.8
%
 
 
 
 
 
71.0
%
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareholders (3)
53,064

 
 
 
0.86

 
62,186

 
 
 
1.01

 
 
 
 
 
 
 
 
 
 
 
 
(1) For the three months ended September 30, 2019, Funds from Operations attributable to TCO's common shareholders was $54,109 using TCO's diluted average ownership percentage of TRG of 69.0%. For the three months ended September 30, 2018, Funds from Operations attributable to TCO's common shareholders was $63,909 using TCO's diluted average ownership percentage of TRG of 70.0%.
(2) Includes $4.8 million of promote fee income related to Starfield Hanam less $0.9 million of income tax expense, which have been recorded within Equity in Income of Unconsolidated Joint Ventures and Income Tax Expense, respectively, in our Statement of Operations and Comprehensive Income (Loss).
(3) For the three months ended September 30, 2019, Adjusted Funds from Operations attributable to TCO's common shareholders was $52,445 using TCO's diluted average ownership percentage of TRG of 69.0%. For the three months ended September 30, 2018, Adjusted Funds from Operations attributable to TCO's common shareholders was $61,354 using TCO's diluted average ownership percentage of TRG of 70.0%.



Taubman Centers/11


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 Nine Months Ended September 30, 2019 and 2018
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - basic
236,717

 
61,169,279

 
3.87

 
54,873

 
60,970,572

 
0.90

Add distributions to participating securities of TRG
1,817

 
871,262

 

 


 


 

Add impact of share-based compensation
689

 
191,955

 

 
77

 
274,729

 

Net income attributable to TCO common shareowners - diluted
239,223

 
62,232,496

 
3.84

 
54,950

 
61,245,301

 
0.90

Add depreciation of TCO's additional basis
4,851

 

 
0.08

 
4,851

 

 
0.08

Less TCO's additional income tax benefit


 

 


 
(110
)
 

 
(0.00
)
Net income attributable to TCO common shareholders,
excluding step-up depreciation and additional income tax benefit
244,074

 
62,232,496

 
3.92

 
59,691

 
61,245,301

 
0.97

Add noncontrolling share of income of TRG
103,899

 
25,928,316

 


 
24,393

 
24,950,161

 


Add distributions to participating securities of TRG


 


 

 
1,797

 
871,262

 

Net income attributable to partnership unitholders
and participating securities of TRG
347,973

 
88,160,812

 
3.95

 
85,881

 
87,066,724

 
0.98

Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
137,064

 

 
1.55

 
124,325

 

 
1.43

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

 
(0.06
)
 
(4,851
)
 

 
(0.06
)
Noncontrolling partners in consolidated joint ventures
(6,169
)
 

 
(0.07
)
 
(5,480
)
 

 
(0.06
)
Share of Unconsolidated Joint Ventures
53,808

 

 
0.61

 
51,570

 

 
0.59

Non-real estate depreciation
(3,447
)
 

 
(0.04
)
 
(3,402
)
 

 
(0.04
)
Less gain on insurance recoveries - The Mall of San Juan
(1,418
)
 
 
 
(0.02
)
 
 
 
 
 
 
Less gain on Saks settlement - The Mall of San Juan
(10,095
)
 
 
 
(0.11
)
 
 
 
 
 
 
Less gain on partial disposition of ownership interest in Unconsolidated Joint Venture
(138,696
)
 
 
 
(1.57
)
 
 
 
 
 
 
Less gain on remeasurement of ownership interest in Unconsolidated Joint Venture
(145,010
)
 
 
 
(1.64
)
 
 
 
 
 
 
Less impact of share-based compensation
(689
)
 

 
(0.01
)
 
(77
)
 

 
(0.00
)
Funds from Operations attributable to partnership unitholders
and participating securities of TRG
228,470

 
88,160,812

 
2.59

 
247,966

 
87,066,724

 
2.85

TCO's average ownership percentage of TRG - basic (1)
70.2
%
 
 
 
 
 
71.0
%
 
 
 
 
Funds from Operations attributable to TCO's common shareholders,
excluding additional income tax benefit (1)
160,544

 
 
 
2.59

 
175,960

 

 
2.85

Add TCO's additional income tax benefit


 
 
 


 
110

 

 
0.00

Funds from Operations attributable to TCO's common shareowners (1)
160,544

 
 
 
2.59

 
176,072

 
 
 
2.85

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
and participating securities of TRG
228,470

 
88,160,812

 
2.59

 
247,966

 
87,066,724

 
2.85

Restructuring charges
1,585

 
 
 
0.02

 
(423
)
 
 
 
(0.00
)
Costs related to pending Blackstone transactions (2)
2,066

 
 
 
0.02

 
 
 
 
 
 
Promote fee, net of tax - Starfield Hanam (3)
(3,961
)
 
 
 
(0.04
)
 
 
 
 
 
 
Costs associated with shareholder activism
16,675

 
 
 
0.19

 
10,000

 
 
 
0.11

Fluctuation in fair value of equity securities
(3,346
)
 
 
 
(0.04
)
 
(4,073
)
 
 
 
(0.05
)
Write-off of deferred financing costs

 
 
 
 
 
382

 
 
 
0.00

Adjusted Funds from Operations attributable to partnership unitholders
and participating securities of TRG
241,489

 
88,160,812

 
2.74

 
253,852

 
87,066,724

 
2.92

TCO's average ownership percentage of TRG - basic (4)
70.2
%
 
 
 
 
 
71.0
%
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners (4)
169,648

 

 
2.74

 
180,135

 

 
2.92

 
 
 
 
 
 
 
 
 
 
 
 
(1) For the nine months ended September 30, 2019, Funds from Operations attributable to TCO's common shareholders was $158,583 using TCO's diluted average ownership percentage of TRG of 69.4%. For the nine months ended September 30, 2018, Funds from Operations attributable to TCO's common shareholders was $173,756 using TCO's diluted average ownership percentage of TRG of 70.0%.
(2) Includes $0.5 million of disposition costs and $1.6 million of income tax expense related to the pending Blackstone transactions, which have been recorded within Nonoperating Income, Net and Income Tax Expense, respectively, in our Statement of Operations and Comprehensive Income (Loss).
(3) Includes $4.8 million of promote fee income related to Starfield Hanam less $0.9 million of income tax expense, which have been recorded within Equity in Income of Unconsolidated Joint Ventures and Income Tax Expense, respectively, in our Statement of Operations and Comprehensive Income (Loss).
(4) For the nine months ended September 30, 2019, Adjusted Funds from Operations attributable to TCO's common shareholders was $167,578 using TCO's diluted average ownership percentage of TRG of 69.4%. For the nine months ended September 30, 2018, Adjusted Funds from Operations attributable to TCO's common shareholders was $177,761 using TCO's diluted average ownership percentage of TRG of 70.0%.



Taubman Centers/12


TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
Table 5 - Reconciliation of Net Income to Beneficial Interest in EBITDA and Adjusted Beneficial Interest in EBITDA
 
 
 
 
For the Periods Ended September 30, 2019 and 2018
 
 
 
 
(in thousands of dollars; amounts attributable to TCO may not recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year to Date
 
 
 
 
2019
 
2018
 
2019
 
2018
Net income
 
316,390

 
38,115

 
363,005

 
102,804

Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
47,849

 
46,307

 
137,064

 
124,325

 
Noncontrolling partners in consolidated joint ventures
 
(1,821
)
 
(1,911
)
 
(6,169
)
 
(5,480
)
 
Share of Unconsolidated Joint Ventures
 
17,662

 
17,190

 
53,808

 
51,570

Add (less) interest expense and income tax expense:
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
37,695

 
33,396

 
112,590

 
97,242

 
 
Noncontrolling partners in consolidated joint ventures
 
(2,844
)
 
(2,984
)
 
(8,898
)
 
(9,023
)
 
 
Share of Unconsolidated Joint Ventures
 
17,798

 
17,093

 
52,579

 
51,107

 
Income tax expense:
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
2,021

 
(996
)
 
4,924

 
(784
)
 
 
Noncontrolling partners in consolidated joint ventures
 

 
(51
)
 
(189
)
 
(134
)
 
 
Share of Unconsolidated Joint Ventures
 
991

 
1,023

 
2,680

 
2,387

Less noncontrolling share of income of consolidated joint ventures
 
(958
)
 
(1,564
)
 
(3,219
)
 
(4,388
)
Beneficial interest in EBITDA
 
434,783

 
145,618

 
708,175

 
409,626

TCO's average ownership percentage of TRG - basic
 
69.8
%
 
71.0
%
 
70.2
%
 
71.0
%
Beneficial interest in EBITDA attributable to TCO
 
303,663

 
103,355

 
496,283

 
290,679

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA
 
434,783

 
145,618

 
708,175

 
409,626

Add (less):
 
 
 
 
 
 
 
 
 
Restructuring charges
 
876

 

 
1,585

 
(423
)
 
Disposition costs related to pending Blackstone transactions
 

 

 
487

 

 
Costs associated with shareholder activism
 
675

 
1,500

 
16,675

 
10,000

 
Gain on insurance recoveries - The Mall of San Juan
 

 

 
(1,418
)
 

 
Promote fee - Starfield Hanam
 
(4,820
)
 
 
 
(4,820
)
 
 
 
Gain on Saks settlement - The Mall of San Juan
 
(10,095
)
 
 
 
(10,095
)
 
 
 
Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
 
(138,696
)
 
 
 
(138,696
)
 
 
 
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
 
(145,010
)
 
 
 
(145,010
)
 
 
 
Fluctuation in fair value of equity securities
 
 
 
(4,987
)
 
(3,346
)
 
(4,073
)
Adjusted Beneficial interest in EBITDA
 
137,713

 
142,131

 
423,537

 
415,130

TCO's average ownership percentage of TRG - basic
 
69.8
%
 
71.0
%
 
70.2
%
 
71.0
%
Adjusted Beneficial interest in EBITDA attributable to TCO
 
96,182

 
100,880

 
297,496

 
294,580





Taubman Centers/13


TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
Table 6 - Reconciliation of Net Income to Net Operating Income (NOI)
 
 
 
 
 
For the Three Months Ended September 30, 2019, 2018, and 2017
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Three Months Ended
 
 
 
 
2019
 
2018
 
2018
 
2017
 
Net income
316,390

 
38,115

 
38,115

 
14,251

 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
47,849

 
46,307

 
46,307

 
45,805

 
 
Noncontrolling partners in consolidated joint ventures
(1,821
)
 
(1,911
)
 
(1,911
)
 
(1,969
)
 
 
Share of Unconsolidated Joint Ventures
17,662

 
17,190

 
17,190

 
16,646

 
Add (less) interest expense and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
37,695

 
33,396

 
33,396

 
27,782

 
 
 
Noncontrolling partners in consolidated joint ventures
(2,844
)
 
(2,984
)
 
(2,984
)
 
(2,966
)
 
 
 
Share of Unconsolidated Joint Ventures
17,798

 
17,093

 
17,093

 
16,574

 
 
Income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
2,021

 
(996
)
 
(996
)
 
54

 
 
 
Noncontrolling partners in consolidated joint ventures

 
(51
)
 
(51
)
 
(13
)
 
 
 
Share of Unconsolidated Joint Ventures
991

 
1,023

 
1,023

 
120

 
Less noncontrolling share of income of consolidated joint ventures
(958
)
 
(1,564
)
 
(1,564
)
 
(1,230
)
 
Add EBITDA attributable to outside partners:
 
 
 
 
 
 
 
 
 
EBITDA attributable to noncontrolling partners in consolidated joint ventures
5,623

 
6,510

 
6,510

 
6,178

 
 
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
50,377

 
48,438

 
48,438

 
42,361

 
EBITDA at 100%
490,783

 
200,566

 
200,566

 
163,593

 
Add (less) items excluded from shopping center NOI:
 
 
 
 
 
 
 
 
 
General and administrative expenses
9,632

 
8,530

 
8,530

 
9,482

 
 
Management, leasing, and development services, net
(32
)
 
(384
)
 
(384
)
 
(623
)
 
 
Restructuring charges
876

 


 


 
1,751

 
 
Costs associated with shareholder activism
675

 
1,500

 
1,500

 
3,500

 
 
Straight-line of rents
(809
)
 
(2,292
)
 
(2,292
)
 
(2,393
)
 
 
Nonoperating income, net
(16,765
)
 
(9,263
)
 
(9,263
)
 
(2,834
)
 
 
Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
(138,696
)
 
 
 
 
 
 
 
 
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
(145,010
)
 
 
 
 
 
 
 
 
Unallocated operating expenses and other (1)
6,749

 
8,131

 
8,131

 
10,437

 
NOI at 100% - total portfolio
207,403

 
206,788

 
206,788

 
182,913

 
Less NOI of non-comparable centers
(18,731
)
(2)
(13,187
)
(3)
(17,661
)
(4)
(11,376
)
(4)
NOI at 100% - comparable centers
188,672

 
193,601

 
189,127

 
171,537

 
NOI at 100% - comparable centers growth %
(2.5
)%
 
 
 
10.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
188,672

 
193,601

 
189,127

 
171,537

 
Less lease cancellation income - comparable centers
(1,045
)
 
(3,041
)
 
(3,041
)
 
(1,202
)
 
NOI at 100% - comparable centers excluding lease cancellation income
187,627

 
190,560

 
186,086

 
170,335

 
NOI at 100% - comparable centers excluding lease cancellation income growth %
(1.5
)%
 
 
 
9.2
%
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income
187,627

 
190,560

 
186,086

 
170,335

 
Foreign currency exchange rate fluctuation adjustment
1,202

 
 
 
(72
)
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income using constant currency exchange rates
188,829

 
190,560

 
186,014

 
170,335

 
NOI at 100% - comparable centers excluding lease cancellation income using constant currency exchange rates growth %
(0.9
)%
 
 
 
9.2
%
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - total portfolio
207,403

 
206,788

 
206,788

 
182,913

 
Less lease cancellation income - total portfolio
(2,407
)
 
(3,822
)
 
(3,822
)
 
(1,234
)
 
Less NOI attributable to noncontrolling partners in consolidated joint ventures and outside partners in Unconsolidated Joint Ventures excluding lease cancellation income - total portfolio
(56,393
)
 
(55,345
)
 
(55,345
)
 
(48,999
)
 
Beneficial interest in NOI - total portfolio excluding lease cancellation income
148,603

 
147,621

 
147,621

 
132,680

 
Beneficial interest in NOI - total portfolio excluding lease cancellation income growth %
0.7
 %
 
 
 
11.3
%
 
 
 
 
 
(1
)
Upon adoption of ASC Topic 842, Other Operating expense includes certain indirect leasing costs, which were capitalizable under the previous lease accounting standard. As a result of the accounting change, an additional $1.3 million of leasing costs were expensed during the three months ended September 30, 2019. Comparative periods presented were not adjusted to reflect the change in accounting.
(2
)
Includes Beverly Center, The Gardens Mall, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.
(3
)
Includes Beverly Center, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.
(4
)
Includes Beverly Center, CityOn.Zhengzhou, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.



Taubman Centers/14


TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
Table 7 - Reconciliation of Net Income to Net Operating Income (NOI)
 
 
 
 
 
 
 
 
For the Nine Months Ended September 30, 2019, 2018, and 2017
 
 
 
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
Year to Date
 
Year to Date
 
 
 
 
2019
 
2018
 
2018
 
2017
 
Net income
363,005

 
102,804

 
102,804

 
74,673

 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
137,064

 
124,325

 
124,325

 
122,958

 
 
Noncontrolling partners in consolidated joint ventures
(6,169
)
 
(5,480
)
 
(5,480
)
 
(5,576
)
 
 
Share of Unconsolidated Joint Ventures
53,808

 
51,570

 
51,570

 
49,819

 
Add (less) interest expense and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
112,590

 
97,242

 
97,242

 
80,074

 
 
 
Noncontrolling partners in consolidated joint ventures
(8,898
)
 
(9,023
)
 
(9,023
)
 
(8,938
)
 
 
 
Share of Unconsolidated Joint Ventures
52,579

 
51,107

 
51,107

 
50,204

 
 
Income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
4,924

 
(784
)
 
(784
)
 
375

 
 
 
Noncontrolling partners in consolidated joint ventures
(189
)
 
(134
)
 
(134
)
 
(87
)
 
 
 
Share of Unconsolidated Joint Ventures
2,680

 
2,387

 
2,387

 
2,271

 
 
 
Share of income tax expense on disposition
 
 
 
 


 
731

 
Less noncontrolling share of income of consolidated joint ventures
(3,219
)
 
(4,388
)
 
(4,388
)
 
(4,279
)
 
Add EBITDA attributable to outside partners:
 
 
 
 
 
 
 
 
 
EBITDA attributable to noncontrolling partners in consolidated joint ventures
18,475

 
19,025

 
19,025

 
18,880

 
 
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
146,640

 
145,671

 
145,671

 
135,265

 
EBITDA at 100%
873,290

 
574,322

 
574,322

 
516,370

 
Add (less) items excluded from shopping center NOI:
 
 
 
 
 
 
 
 
 
General and administrative expenses
26,762

 
25,545

 
25,545

 
29,649

 
 
Management, leasing, and development services, net
(1,118
)
 
(1,294
)
 
(1,294
)
 
(1,741
)
 
 
Restructuring charges
1,585

 
(423
)
 
(423
)
 
4,063

 
 
Costs associated with shareholder activism
16,675

 
10,000

 
10,000

 
12,000

 
 
Straight-line of rents
(5,993
)
 
(9,706
)
 
(9,706
)
 
(7,118
)
 
 
Nonoperating income, net
(33,449
)
 
(15,349
)
 
(15,349
)
 
(10,898
)
 
 
Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
(138,696
)
 
 
 
 
 
 
 
 
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
(145,010
)
 
 
 
 
 
 
 
 
Gain on disposition


 
 
 


 
(4,445
)
 
 
Unallocated operating expenses and other (1)
22,871

 
24,654

 
24,654

 
26,813

 
NOI at 100% - total portfolio
616,917

 
607,749

 
607,749

 
564,693

 
Less NOI of non-comparable centers
(48,662
)
(2)
(32,015
)
(3)
(44,263
)
(4)
(38,101
)
(4)
NOI at 100% - comparable centers
568,255

 
575,734

 
563,486

 
526,592

 
NOI at 100% - comparable centers growth %
(1.3
)%
 
 
 
7.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
568,255

 
575,734

 
563,486

 
526,592

 
Less lease cancellation income - comparable centers
(7,480
)
 
(16,785
)
 
(16,785
)
 
(9,948
)
 
NOI at 100% - comparable centers excluding lease cancellation income
560,775

 
558,949

 
546,701

 
516,644

 
NOI at 100% - comparable centers excluding lease cancellation income growth %
0.3
 %
 
 
 
5.8
%
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income
560,775

 
558,949

 
546,701

 
516,644

 
Foreign currency exchange rate fluctuation adjustment
4,572

 
 
 
(2,972
)
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income using constant currency exchange rates
565,347

 
558,949

 
543,729

 
516,644

 
NOI at 100% - comparable centers excluding lease cancellation income using constant currency exchange rates growth %
1.1
 %
 
 
 
5.2
%
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - total portfolio
616,917

 
607,749

 
607,749

 
564,693

 
Less lease cancellation income - total portfolio
(10,407
)
 
(19,667
)
 
(19,667
)
 
(11,833
)
 
Less NOI attributable to noncontrolling partners in consolidated joint ventures and outside partners in Unconsolidated Joint Ventures excluding lease cancellation income - total portfolio
(165,307
)
 
(162,184
)
 
(162,184
)
 
(150,804
)
 
Beneficial interest in NOI - total portfolio excluding lease cancellation income
441,203

 
425,898

 
425,898

 
402,056

 
Beneficial interest in NOI - total portfolio excluding lease cancellation income growth %
3.6
 %
 
 
 
5.9
%
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
Upon adoption of ASC Topic 842, Other Operating expense includes certain indirect leasing costs, which were capitalizable under the previous lease accounting standard. As a result of the accounting change, an additional $4.2 million of leasing costs were expensed during the nine months ended September 30, 2019. Comparative periods presented were not adjusted to reflect the change in accounting.
(2
)
Includes Beverly Center, The Gardens Mall, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.
(3
)
Includes Beverly Center, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.
(4
)
Includes Beverly Center, CityOn.Zhengzhou, The Mall of San Juan, and Taubman Prestige Outlets Chesterfield.




Taubman Centers/15


TAUBMAN CENTERS, INC.
Table 8 - 2019 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, 2019 (1)
 
 
 
 
 
Adjusted Funds from Operations per common share
3.64

 
3.74

Restructuring charges
(0.020
)
 
(0.020
)
Costs related to pending Blackstone transactions (2)
(0.025
)
 
(0.025
)
Promote fee, net of tax - Starfield Hanam (3)
0.045

 
0.045

Costs associated with shareholder activism
(0.190
)
 
(0.190
)
Fluctuation in fair value of equity securities
0.040

 
0.040

Funds from Operations per common share
$
3.49

 
$
3.59

Gain on insurance recoveries - The Mall of San Juan
0.02

 
0.02

Gain on partial disposition of ownership interest in Unconsolidated Joint Venture
1.57

 
1.57

Gain on remeasurement of ownership interest in Unconsolidated Joint Venture
1.64

 
1.64

Gain on Saks settlement - The Mall of San Juan
0.11

 
0.11

Real estate depreciation - TRG
(2.70
)
 
(2.65
)
Distributions to participating securities of TRG
(0.03
)
 
(0.03
)
Depreciation of TCO's additional basis in TRG
(0.10
)
 
(0.10
)
Net income attributable to common shareholders, per common share (EPS)
$
4.00

 
$
4.15

 
 
 
 
 
(1) Guidance is current as of October 30, 2019, see "Taubman Centers, Inc. Issues Third Quarter Results." On February 14, 2019, we announced agreements to sell 50 percent of our ownership interests in Starfield Hanam, CityOn.Xi’an, and CityOn.Zhengzhou to funds managed by The Blackstone Group L.P.(Blackstone). In September 2019, we completed the sale of 50% of our interest in Starfield Hanam, with the impacts of the transaction reflected in 2019 annual guidance measures above. The CityOn.Xi'an and CityOn.Zhengzhou transactions are expected to close around year-end 2019 subject to customary closing conditions; but have been excluded from 2019 annual guidance measures above. The adjustments for the restructuring charges, costs incurred associated with shareholder activism, costs related to pending Blackstone transactions, promote fee, net of tax, and the fluctuation in fair value of equity securities represent actual amounts recognized through the third quarter of 2019, but does not include future assumptions of amounts to be incurred during the remainder of 2019.
(2) Includes $0.5 million of disposition costs and $1.6 million of income tax expense related to the pending Blackstone transactions, which have been recorded within Nonoperating Income, Net and Income Tax Expense, respectively, in our Statement of Operations and Comprehensive Income (Loss) during the nine months ended September 30, 2019.
(3) Includes $4.8 million of promote fee income related to Starfield Hanam less $0.9 million of income tax expense, which have been recorded within Equity in Income of Unconsolidated Joint Ventures and Income Tax Expense, respectively, in our Statement of Operations and Comprehensive Income (Loss).