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8-K - 8-K - TAUBMAN CENTERS INCa2014q18k.htm


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

Average Rent and Leased Space Up
The Mall of San Juan Construction Financing Complete
2014 FFO Guidance Maintained

BLOOMFIELD HILLS, Mich., April 24, 2014 - - Taubman Centers, Inc. (NYSE: TCO) today reported financial results for the first quarter of 2014.

 
March 31, 2014
Three Months Ended
March 31, 2013
Three Months Ended
Net income attributable to common shareholders per diluted share (EPS)
$5.74 (1)
$0.43
Funds from Operations (FFO) per diluted share
$0.90
$0.90
(1) Includes a net gain of $476 million ($5.30 per share) on the sale of a 49.9% interest in the entity that owns International Plaza (Tampa, Fla.), as well as investments in Arizona Mills (Tempe, Ariz.) and land in Syosset, New York (Oyster Bay).

“FFO was consistent with our expectations,” said Robert S. Taubman, chairman, president and chief executive officer of Taubman Centers. “It was positively impacted by increased rents and reduced interest expense, but was offset by the impact of our recent dispositions and various one-time items that occurred in the prior year.”

Operating Statistics

Average rent per square foot for the quarter was $50.21, up 3.6 percent from $48.46 in the comparable period last year. Leased space in comparable centers was 92.6 percent on March 31, 2014, up 0.4 percent from 92.2 percent on March 31, 2013. Ending occupancy in comparable centers was the same at 90.3 percent on both March 31, 2014 and March 31, 2013.

For the quarter, comparable center NOI excluding lease cancellation income was up 2 percent. "The extremely harsh winter in the Midwest and Northeast caused higher than expected utilities and snow removal costs, dampening our NOI growth,” said Mr. Taubman.

The company's 12-month trailing mall tenant sales per square foot modestly decreased to $712, a 0.7 percent decline from the 12-months ended March 31, 2013. “After 17 consecutive quarters of sales per square foot increases, a number of factors, including weather, hurt first quarter sales,” said Mr. Taubman. “Women’s ready-to-wear, junior apparel and electronics were most impacted.”








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Taubman Centers/2

Financing Activity

In April, the company closed on the construction loan financing for The Mall of San Juan (San Juan, Puerto Rico). The $320 million loan is interest only for the entire term at a rate of LIBOR plus 2 percent and matures April 2017, with two one-year extension options. U.S. Bank N.A. and J.P. Morgan Chase Bank, N.A. led a syndicate of nine banks.

In March, the company completed an extension of its $65 million secondary line of credit. The line now expires in April 2016. The facility will continue to bear interest at a rate of LIBOR plus 1.4 percent.

In January, the company completed the previously announced sales of a 49.9 percent interest in International Plaza (Tampa, Fla.), land in Syosset, New York (Oyster Bay), and the company's 50 percent interest in Arizona Mills (Tempe, Ariz.). As a result of these transactions, the company recognized a gain on these dispositions, net of related income taxes, of $476 million during the quarter.

Dividend Increased

In March, the company declared a regular quarterly dividend of $0.54 per share of common stock, an increase of 8 percent. Since the company went public in 1992 it has never reduced its common dividend and has increased its dividend 17 times, achieving a 4.4 percent compounded annual growth rate. See Taubman Centers Increases Quarterly Common Dividend 8 Percent To $0.54 Per Share - March 6, 2014.

2014 Guidance

The company is maintaining its guidance for 2014 FFO per diluted share of $3.72 to $3.82. This includes the negative impact of about $0.12 per share due to the first quarter 2014 sale of the company's 50 percent interest in Arizona Mills and the sale of a 49.9 percent interest in International Plaza. This guidance assumes comparable center NOI growth, excluding lease cancellation income, of about 3 percent for the year. 2014 EPS is expected to be in the range of $7.12 to $7.27, which now includes the gain from the first quarter asset sales.

Supplemental Investor Information Available

The company provides supplemental investor information along with its earnings announcements, available online at www.taubman.com under “Investing.” This includes the following:
Company Information
Income Statement
Earnings Reconciliations
Changes in Funds from Operations and Earnings Per Share
Components of Other Income, Other Operating Expense, and Nonoperating Income
Recoveries Ratio Analysis
Balance Sheets


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Taubman Centers/3

Debt Summary
Other Debt, Equity and Certain Balance Sheet Information
Construction and Redevelopment
Dispositions
Capital Spending
Operational Statistics
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 Friday, April 25 to discuss these results, business conditions and the company’s outlook for the remainder of 2014. 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.


Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management and/or leasing of 27 regional, super-regional and outlet shopping centers in the U.S. and Asia. Taubman’s U.S.-owned properties are the most productive in the publicly held U.S. regional mall industry. Taubman is currently developing six properties in the U.S. and Asia totaling 5.6 million square feet. Taubman Centers is headquartered in Bloomfield Hills, Mich. and Taubman Asia is headquartered in Hong Kong. Founded in 1950, Taubman has more than 60 years of experience in the shopping center industry. www.taubman.com.


For ease of use, references in this press release to “Taubman Centers,” “company,” “Taubman” or an operating platform mean Taubman Centers, Inc. and/or one or more of a number of separate, affiliated entities. Business is actually conducted by an affiliated entity rather than Taubman Centers, Inc. itself or the named operating platform.
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. The forward-looking statements included in this release are made as of the date hereof. Except as required by law, we assume 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.  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..
 
CONTACT:    
Barbara Baker, Taubman, Vice President, Corporate Affairs & Investor Relations, 248-258-7367
bbaker@taubman.com

# # #





Taubman Centers/4

TAUBMAN CENTERS, INC.
 
 
 
 
Table 1 - Summary of Results
 
 
 
 
For the Periods Ended March 31, 2014 and 2013
 
(in thousands of dollars, except as indicated)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
2014
 
2013
 
 
 
 
 
 
Net income
526,157

 
46,356

 
Noncontrolling share of income of consolidated joint ventures
(3,118)

 
(2,781)

 
Noncontrolling share of income of TRG
(147,662)

 
(11,789)

 
Preferred stock dividends
(5,784)

 
(3,600)

 
Distributions to participating securities of TRG
(468)

 
(442)

 
Net income attributable to Taubman Centers, Inc. common shareowners
369,125

 
27,744

 
Net income per common share - basic
5.84

 
0.44

 
Net income per common share - diluted
5.74

 
0.43

 
Beneficial interest in EBITDA - Combined (1)
608,989

 
128,483

 
Adjusted Beneficial interest in EBITDA - Combined (1)
122,369


128,483

 
Funds from Operations (1)
81,223

 
81,513

 
Funds from Operations attributable to TCO (1)
58,036

 
58,205

 
Funds from Operations per common share - basic (1)
0.92

 
0.92

 
Funds from Operations per common share - diluted (1)
0.90

 
0.90

 
Weighted average number of common shares outstanding - basic
63,165,611

 
63,415,922

 
Weighted average number of common shares outstanding - diluted
64,821,603

 
64,570,812

 
Common shares outstanding at end of period
63,262,045

 
63,677,971

 
Weighted average units - Operating Partnership - basic
88,312,842

 
88,760,871

 
Weighted average units - Operating Partnership - diluted
89,968,834

 
90,787,023

 
Units outstanding at end of period - Operating Partnership
88,407,745

 
89,013,319

 
Ownership percentage of the Operating Partnership at end of period
71.6
%
 
71.5
%
 
Number of owned shopping centers at end of period
24

 
24

 



 


 
Operating Statistics:


 


 
Net Operating Income excluding lease cancellation income - growth % (1)(2)
2.0
%
 
 
 
Mall tenant sales - all centers (3)
1,335,294

 
1,454,788

 
Mall tenant sales - comparable (2)(3)
1,329,450

 
1,412,398

 
Ending occupancy - all centers
89.6
%
 
90.3
%
 
Ending occupancy - comparable (2)
90.3
%
 
90.3
%
 
Average occupancy - all centers
90.2
%
 
90.4
%
 
Average occupancy - comparable (2)
90.8
%
 
90.5
%
 
Leased space - all centers
92.1
%
 
92.4
%
 
Leased space - comparable (2)
92.6
%
 
92.2
%
 
All centers:


 


 
Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses (3)
14.9
%
 
13.7
%
 
Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures (3)
13.6
%
 
12.0
%
 
Mall tenant occupancy costs as a percentage of tenant sales - Combined (3)
14.5
%
 
13.2
%
 
Comparable centers:


 


 
Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses (2)(3)
14.9
%
 
13.7
%
 
Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures (2)(3)
13.6
%
 
11.8
%
 
Mall tenant occupancy costs as a percentage of tenant sales - Combined (2)(3)
14.5
%
 
13.2
%
 
Average rent per square foot - Consolidated Businesses (2)
47.93

 
47.68

 
Average rent per square foot - Unconsolidated Joint Ventures (2)
55.81

 
50.78

 
Average rent per square foot - Combined (2)
50.21

 
48.46

 




Taubman Centers/5

(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.
 
The National Association of Real Estate Investment Trusts (NAREIT) defines Funds from Operations (FFO) as net income (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from extraordinary items and sales of properties and impairment write-downs of depreciable real estate, plus real estate related depreciation and after adjustments for unconsolidated partnerships and joint ventures. The Company believes that FFO is a useful supplemental measure of operating performance for REITs. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, the Company and most industry investors and analysts have considered presentations of operating results that exclude historical cost depreciation to be useful in evaluating the operating performance of REITs. The Company primarily uses FFO in measuring performance and in formulating corporate goals and compensation.
 
The Company may also present adjusted versions of NOI, Beneficial Interest in EBITDA, and FFO when used by management to evaluate operating performance when certain significant items have impacted results that affect comparability with prior or future periods due to the nature or amounts of these items. The Company believes the disclosure of the adjusted items is similarly useful to investors and others to understand management's view on comparability of such measures between periods. For the three month period ended March 31, 2014, EBITDA was adjusted for the gain on dispositions of interests in International Plaza, Arizona Mills, and land in Syosset, New York related to the former Oyster Bay project.
 
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.
(2)
Statistics exclude non-comparable centers. In 2014 and 2013, non-comparable centers are Taubman Prestige Outlets Chesterfield and Arizona Mills.
(3)
Based on reports of sales furnished by mall tenants.


















Taubman Centers/6

 TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 Table 2 - Income Statement
 
 
 
 
 
 
 For the Three Months Ended March 31, 2014 and 2013
 
 
 
 
 
 
 (in thousands of dollars)
 
 
 
 
 
 
 
 
 
2014
 
2013
 
 
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
 
Minimum rents
97,890

 
46,508

 
102,309

 
40,071

 
Percentage rents
4,662

 
2,054

 
5,628

 
2,197

 
Expense recoveries
62,709

 
27,036

 
64,037

 
23,584

 
Management, leasing, and development services
2,505

 
 
 
3,382

 
 
 
Other
7,012

 
1,627

 
7,901

 
1,699

 
 
Total revenues
174,778

 
77,225

 
183,257

 
67,551

 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
47,941

 
20,003

 
46,557

 
17,211

 
Other operating
15,496

 
4,927

 
16,163

 
4,103

 
Management, leasing, and development services
1,285

 
 
 
2,026

 
 
 
General and administrative
11,537

 
 
 
12,236

 
 
 
Interest expense
26,130

 
17,892

 
34,452

 
16,934

 
Depreciation and amortization
35,118

 
11,700

 
37,022

 
10,071

 
 
Total expenses
137,507

 
54,522

 
148,456

 
48,319

 
 
 
 
 
 
 
 
 
 
Nonoperating income
1,103

 
2

 
2,237

 
8

 
 
 
38,374

 
22,705

 
37,038

 
19,240

Income tax expense
(699
)
 
 
 
(1,028
)
 
 
Equity in income of Unconsolidated Joint Ventures
12,068

 
 
 
10,346

 
 
 
 
 
49,743

 
 
 
46,356

 
 
Gain on dispositions, net of tax (2)
476,414








Net income
526,157

 
 
 
46,356

 
 
Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(3,118
)
 
 
 
(2,781
)
 
 
 
Noncontrolling share of income of TRG
(147,662
)
 
 
 
(11,789
)
 
 
Distributions to participating securities of TRG
(468
)
 
 
 
(442
)
 
 
Preferred stock dividends
(5,784
)
 
 
 
(3,600
)
 
 
Net income attributable to Taubman Centers, Inc. common shareowners
369,125

 
 
 
27,744

 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
 
EBITDA - 100%
586,242

 
52,297

 
108,512

 
46,245

 
EBITDA - outside partners' share
(6,343
)
 
(23,207
)
 
(6,060
)
 
(20,214
)
 
Beneficial interest in EBITDA
579,899

 
29,090

 
102,452

 
26,031

 
Gain on dispositions
(486,620
)









 
Beneficial interest expense
(24,066
)
 
(9,844
)
 
(32,289
)
 
(9,376
)
 
Beneficial income tax expense - TRG and TCO
(699
)
 
 
 
(1,028
)
 
 
 
Beneficial income tax expense - TCO
59

 
 
 
33

 
 
 
Non-real estate depreciation
(812
)
 
 
 
(710
)
 
 
 
Preferred dividends and distributions
(5,784
)
 
 
 
(3,600
)
 
 
 
Funds from Operations contribution
61,977

 
19,246

 
64,858

 
16,655

 
 
 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenue, recoveries,
 
 
 
 
 
 
 
 
 
and ground rent expense at TRG %
421

 
146

 
1,023

 
103

 
Green Hills purchase accounting adjustments - minimum rents increase
192

 
 
 
204

 
 
 
Green Hills, El Paseo Village, and Gardens on El Paseo purchase accounting

 
 
 
 
 
 
 
 
adjustments - interest expense reduction
306

 
 
 
858

 
 
 
Waterside Shops purchase accounting adjustments - interest expense reduction
 
 
263

 
 
 
263

 
Taubman BHO headquarters purchase accounting adjustment -
61







 

interest expense reduction







 
 
 
 
 
 
 
 
 
 
(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. In its consolidated financial statements, the Company accounts for its investments in the Unconsolidated Joint Ventures under the equity method. International Plaza's operations were consolidated through the disposition date. Subsequent to the disposition, the Company's remaining 50.1% interest is accounted for under the equity method of accounting within Unconsolidated Joint Ventures. In addition, Arizona Mills' operations were accounted for under equity method accounting through the disposition in January 2014.
(2
)
During the three months ended March 31, 2014, the gain on dispositions of interests in International Plaza, Arizona Mills, and land in Syosset, New York related to the former Oyster Bay project is net of income tax expense of $10.2 million recognized.
(3
)
For the three months ended March 31, 2014, EBITDA includes the Company's $486.6 million (before tax) gain from the dispositions of interests in International Plaza, Arizona Mills, and land in Syosset, New York related to the former Oyster Bay project.
 



Taubman Centers/7

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
Table 3 - Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations
For the Three Months Ended March 31, 2014 and 2013
 
 
 
 
 
 
 
 
 
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - Basic
369,125

 
63,165,611

 
5.84

 
27,744

 
63,415,922

 
0.44

 
 
 
 
 
 
 
 
 
 
 
 
Add distribution of participating securities of TRG
468

 
871,262

 
 
 
 
 
 
 
 
Add impact of share-based compensation
2,587

 
784,730

 
 
 
152

 
1,154,890

 
 
Net income attributable to TCO common shareowners - Diluted
372,180

 
64,821,603

 
5.74

 
27,896

 
64,570,812

 
0.43

 
 
 
 
 
 
 
 
 
 
 
 
 
Add depreciation of TCO's additional basis
1,720

 
 
 
0.03

 
1,720

 
 
 
0.03

Add TCO's additional income tax expense
59

 
 
 
0.00

 
33

 
 
 
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding step-up depreciation and additional income tax expense
373,959

 
64,821,603

 
5.77

 
29,649

 
64,570,812

 
0.46

 
 
 
 
 
 
 
 
 
 
 
 
 
Add:
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling share of income of TRG
147,662

 
25,147,231

 
 
 
11,789

 
25,344,949

 
 
 
Distributions to participating securities of TRG


 
 
 
 
 
442

 
871,262

 
 
Net income attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities
521,621

 
89,968,834

 
5.80

 
41,880

 
90,787,023

 
0.46

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
35,118

 
 
 
0.39

 
37,022

 
 
 
0.41

 
Depreciation of TCO's additional basis
(1,720
)
 
 
 
(0.02
)
 
(1,720
)
 
 
 
(0.02
)
 
Noncontrolling partners in consolidated joint ventures
(1,161
)
 
 
 
(0.01
)
 
(1,116
)
 
 
 
(0.01
)
 
Share of Unconsolidated Joint Ventures
7,178

 
 
 
0.08

 
6,309

 
 
 
0.07

 
Non-real estate depreciation
(812
)
 
 
 
(0.01
)
 
(710
)
 
 
 
(0.01
)
Less gain on dispositions, net of tax
(476,414
)



(5.30
)






 
 
Less impact of share-based compensation
(2,587
)
 
 
 
(0.03
)
 
(152
)
 
 
 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations
81,223

 
89,968,834

 
0.90

 
81,513

 
90,787,023

 
0.90

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG
71.5
%
 
 
 
 
 
71.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax expense
58,095

 
 
 
0.90

 
58,238

 
 
 
0.90

 
 
 
 
 
 
 
 
 
 
 
 
 
Less TCO's additional income tax expense
(59
)
 
 
 
(0.00
)
 
(33
)
 
 
 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO
58,036

 
 
 
0.90

 
58,205

 
 
 
0.90

 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 



Taubman Centers/8

TAUBMAN CENTERS, INC.
Table 4 - Reconciliation of Net Income to Beneficial Interest in EBITDA and Adjusted Beneficial Interest in EBITDA
For the Periods Ended March 31, 2014 and 2013
(in thousands of dollars; amounts attributable to TCO may not recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
2014
 
2013
 
 
 
 
 
 
 
 
 
Net income
 
526,157

 
46,356

 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
Consolidated businesses at 100%
 
35,118

 
37,022

 
 
Noncontrolling partners in consolidated joint ventures
 
(1,161
)
 
(1,116
)
 
 
Share of Unconsolidated Joint Ventures
 
7,178

 
6,309

 
 
 
 
 
 
 
 
 
Add (less) interest expense and income tax expense:
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
26,130

 
34,452

 
 
 
Noncontrolling partners in consolidated joint ventures
 
(2,064
)
 
(2,163
)
 
 
 
Share of Unconsolidated Joint Ventures
 
9,844

 
9,376

 
 
Share of income tax expense
 



 
 
 
Income tax expense on dispositions
 
10,206



 
 
 
Other income tax
 
699


1,028

 
 
 
 
 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
 
(3,118
)
 
(2,781
)
 
 
 
 
 
 
 
 
 
Beneficial Interest in EBITDA
 
608,989

 
128,483

 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG
 
71.5
%
 
71.4
%
 
 
 
 
 
 
 
 
 
Beneficial Interest in EBITDA attributable to TCO
 
435,578

 
91,796

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beneficial Interest in EBITDA
 
608,989

 
128,483

 
 
 
 
 
 
 
 
 
 
Gain on Disposition
 
(486,620
)
 

 
 
 
 
 
 
 
 
 
Adjusted Beneficial Interest in EBITDA
 
122,369

 
128,483

 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG
 
71.5
%
 
71.4
%
 
 
 
 
 
 
 
 
 
Adjusted Beneficial Interest in EBITDA attributable to TCO
 
87,524

 
91,796

 
 
 
 
 
 
 
 
 





Taubman Centers/9

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
Table 5 - Reconciliation of Net Income to Net Operating Income (NOI)
 
 
 
 
 
For the Years Ended March 31, 2014, 2013, and 2012
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Three Months Ended
 
 
 
 
2014
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
Net income
526,157

 
46,356

 
46,356

 
32,177

 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
35,118

 
37,022

 
37,022

 
36,434

 
 
Noncontrolling partners in consolidated joint ventures
(1,161
)
 
(1,116
)
 
(1,116
)
 
(2,424
)
 
 
Share of Unconsolidated Joint Ventures
7,178

 
6,309

 
6,309

 
5,111

 
 
 
 
 
 
 
 
 
 
 
 
Add (less) interest expense and income tax expense:
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
  Consolidated businesses at 100%
26,130

 
34,452

 
34,452

 
37,527

 
 
  Noncontrolling partners in consolidated joint ventures
(2,064
)
 
(2,163
)
 
(2,163
)
 
(4,206
)
 
 
  Share of Unconsolidated Joint Ventures
9,844

 
9,376

 
9,376

 
8,094

 
 
Share of income tax expense:
 
 
 
 
 
 
 
 
 
  Income tax expense on dispositions
10,206

 
 
 
 
 
 
 
 
  Other income tax
699

 
1,028

 
1,028

 
211

 
 
 
 
 
 
 
 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
(3,118
)
 
(2,781
)
 
(2,781
)
 
(1,834
)
 
 
 
 
 
 
 
 
 
 
 
 
Add EBITDA attributable to outside partners:
 
 
 
 
 
 
 
 
 
EBITDA attributable to noncontrolling partners in consolidated joint ventures
6,343

 
6,060

 
6,060

 
8,467

 
 
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
23,207

 
20,214

 
20,214

 
20,481

 
 
 
 
 
 
 
 
 
 
 
 
EBITDA at 100%
638,539

 
154,757

 
154,757

 
140,038

 
 
 
 
 
 
 
 
 
 
 
 
Add (less) items excluded from shopping center NOI:

 

 

 

 
 
General and administrative expenses
11,537

 
12,236

 
12,236

 
8,407

 
 
Management, leasing, and development services, net
(1,220
)
 
(1,356
)
 
(1,356
)
 
(126
)
 
 
Gain on dispositions
(486,620
)
 
 
 


 
 
 
 
Straight-line of rents
(1,044
)
 
(1,456
)
 
(1,456
)
 
(649
)
 
 
Gain on sale of peripheral land


 
(863
)
 
(863
)
 


 
 
Gain on sale of marketable securities


 
(1,323
)
 
(1,323
)
 
 
 
 
Dividend income
(224
)
 


 


 
 
 
 
Interest income
(127
)
 
(59
)
 
(59
)
 
(132
)
 
 
Other nonoperating income
(754
)
 
 
 
 
 


 
 
Non-center specific operating expenses and other
3,748

 
3,592

 
3,851

 
6,896

 
 
 
 
 
 
 
 
 
 
 
 
NOI - all centers at 100%
163,835

 
165,528

 
165,787

 
154,434

 
 
 
 
 
 
 
 
 
 
 
 
Less - NOI of non-comparable centers
(1,432
)
(1)
(6,332
)
(2)
(3,126
)
(3)
(349
)
(3
)
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
162,403

 
159,196

 
162,661

 
154,085

 
 
 
 
 
 
 
 
 
 
 
 
NOI - growth %
2.0
%
 
 
 
5.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
162,403

 
159,196

 
162,661

 
154,085

 
 
 
 
 
 
 
 
 
 
Lease cancellation income
(1,958
)
 
(1,836
)
 
(1,836
)
 
(989
)
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income
160,445

 
157,360

 
160,825

 
153,096

 
 
 
 
 
 
 
 
 
 
 
 
NOI excluding lease cancellation income - growth %
2.0
%
 
 
 
5.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
Includes Taubman Prestige Outlets Chesterfield and Arizona Mills for the approximately one-month period prior to its disposition.
 
 
(2
)
Includes Arizona Mills.
(3
)
Includes City Creek Center.
 
 
 



Taubman Centers/10

TAUBMAN CENTERS, INC.
 
 
Table 6 - Balance Sheets
 
As of March 31, 2014 and December 31, 2013
 (in thousands of dollars)
 
 
 
 
 
 
 
As of
 
 
 
 
 
March 31, 2014
 
December 31, 2013

Consolidated Balance Sheet of Taubman Centers, Inc. (1) :
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
4,191,823

 
4,485,090

 
Accumulated depreciation and amortization
 
(1,420,745
)
 
(1,516,982
)
 
 
 
 
 
2,771,078

 
2,968,108

 
Investment in Unconsolidated Joint Ventures
 
326,905

 
327,692

 
Cash and cash equivalents
 
178,138

 
40,993

 
Restricted cash
 
48,083

 
5,046

 
Accounts and notes receivable, net
 
57,064

 
73,193

 
Accounts receivable from related parties
 
2,967

 
1,804

 
Deferred charges and other assets
 
161,865

 
89,386

 
 
 
 
 
3,546,100

 
3,506,222

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Notes Payable
 
2,580,033

 
3,058,053

 
Accounts payable and accrued liabilities
 
283,718

 
292,280

 
Distributions in excess of investments in and net income of
 
 
 
 
 
Unconsolidated Joint Ventures
 
408,602

 
371,549

 
 
 
3,272,353

 
3,721,882

 
 
 


 


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
 
633

 
631

 
 
Additional paid-in capital
 
798,705

 
796,787

 
 
Accumulated other comprehensive income (loss)
 
(12,719
)
 
(8,914
)
 
 
Dividends in excess of net income
 
(573,755
)
 
(908,656
)
 

 
212,889

 
(120,127
)
 
Noncontrolling interests:
 
 
 
 
 
 
Noncontrolling interests in consolidated joint ventures
 
(13,424
)
 
(37,191
)
 
 
Noncontrolling interests in partnership equity of TRG
 
74,282

 
(58,342
)
 
 
 
 
60,858

 
(95,533
)
 
 
 
 
273,747

 
(215,660
)
 
 
 
 
3,546,100

 
3,506,222

 
 
 
 
 
Combined Balance Sheet of Unconsolidated Joint Ventures (1)(2):
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
1,435,623

 
1,305,658

 
Accumulated depreciation and amortization
 
(525,829
)
 
(478,820
)
 
 
 
 
 
909,794

 
826,838

 
Cash and cash equivalents
 
17,297

 
28,782

 
Accounts and notes receivable, net
 
33,770

 
33,626

 
Deferred charges and other assets
 
32,102

 
28,095

 
 
 
 
 
992,963

 
917,341

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Notes payable
 
1,732,021

 
1,551,161

 
Accounts payable and other liabilities
 
65,022

 
70,226

 
 
 
 
 
1,797,043

 
1,621,387

 
 
 
 
 
 
 
 
Accumulated Deficiency in Assets:
 
 
 
 
 
Accumulated deficiency in assets - TRG
 
(455,581
)
 
(406,266
)
 
Accumulated deficiency in assets - Joint Venture Partners
 
(337,109
)
 
(285,904
)
 
Accumulated other comprehensive income (loss) - TRG
 
(5,695
)
 
(5,938
)
 
Accumulated other comprehensive income (loss) - Joint Venture Partners
 
(5,695
)
 
(5,938
)
 
 
 
 
 
(804,080
)
 
(704,046
)
 
 
 
 
 
992,963

 
917,341

 
 
 
 
 
 
 
 
(1)
International Plaza was consolidated in the Company's balance sheet as of December 31, 2013 but is an Unconsolidated Joint Venture as of March 31, 2014 as a result of the disposition.
 
(2)
Unconsolidated Joint Venture amounts exclude the balances of entities that own interests in Asia projects that are currently under development.



Taubman Centers/11

TAUBMAN CENTERS, INC.
Table 7 - Annual Guidance
(all dollar amounts per common share on a diluted basis; amounts may not add due to rounding)
 
 
 
 
 
 
 

 
 
Range for Year Ended
 
 
December 31, 2014
 
 
 
 
 
Funds from Operations per common share
3.72

 
3.82

 
 
 
 
 
Gain on dispositions, net of tax
5.30

 
5.30

 
 
 
 
 
Real estate depreciation - TRG
(1.77
)
 
(1.72
)
 
 
 
 
 
Distributions on 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)
7.12

 
7.27