Exhibit 99.1
Forest City Realty Trust, Inc.
Unaudited Pro Forma Consolidated Financial Statements
On January 29, 2016, Forest City Realty Trust, Inc. (“FCRT” and collectively with Forest City Enterprises, Inc. the predecessor to FCRT, the “Company”) through their investment in Nets Sports and Entertainment, LLC (“NS&E”) sold its 55% ownership interest in the Barclays Center (“Arena”) and 20% ownership interest in the Brooklyn Nets (“Nets”), collectively (the “Disposal Group”), to Onexim Sports and Entertainment Holdings USA, Inc. (“Onexim”). On December 22, 2015, NS&E entered into an LLC Interest Purchase Agreement (“Purchase Agreement”) with Onexim where NS&E agreed to sell their 55% ownership interest in the Arena and their 20% ownership interest in the Nets. The sales proceeds before closing costs for the Arena was $162,600,000 payable in cash of $70,000,000 and a note receivable of $92,600,000 (“Arena Note”). The sales proceeds before closing costs for the Nets was $125,100,000 payable entirely in the form of a note receivable (“Nets Note”). The Arena Note bears interest at 4.50% per annum and matures on January 29, 2019. The Nets Note bears interest at 4.50% per annum and matures on January 29, 2021. Onexim held a 45% ownership interest in the Arena and an 80% ownership interest in the Nets prior to the close of this transaction and owns 100% of the Disposal Group subsequent to the closing.
The unaudited pro forma information herein presents the required disclosure for the Disposal Group Sale transaction.
(Pro Forma Information- unaudited):
|
| |
| Consolidated Balance Sheet as of September 30, 2015 | F-2 |
| Condensed Consolidated Statement of Operations for the nine months ended September 30, 2015 | F-5 |
| Condensed Consolidated Statement of Operations for the year ended December 31, 2014 | F-6 |
| Condensed Consolidated Statement of Operations for the eleven months ended December 31, 2013 | F-7 |
| Condensed Consolidated Statement of Operations for the year ended January 31, 2013 | F-8 |
Forest City Realty Trust, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 2015
The following unaudited pro forma consolidated balance sheet is presented as if the sale of the Disposal Group was completed on September 30, 2015. This unaudited pro forma consolidated balance sheet should be read in conjunction with the unaudited pro forma condensed consolidated statement of operations of the Company and the notes thereto presented herein and the historical financial statements and notes thereto of the Company included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 and the Annual Report on Form 10-K, as amended, for the year ended December 31, 2014.
The unaudited pro forma consolidated balance sheet does not purport to represent what the actual financial position of the Company would have been at September 30, 2015, if the sale of the Disposal Group had been completed as of that date, nor does it purport to represent the future financial position of the Company.
Forest City Realty Trust, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2015
(in thousands)
|
| | | | | | | | | | | | | | |
| | | | | | | |
| | As Reported | Disposal | | | | |
| | (A) | Group Sold | | Net Proceeds | | Pro Forma |
| Assets | | | | | | |
| Real Estate | | | | | | |
| Completed rental properties | $ | 8,592,934 |
| $ | (947,989 | ) | B | $ | — |
| | $ | 7,644,945 |
|
| Projects under construction and development | 802,621 |
| — |
| | — |
| | 802,621 |
|
| Land inventory | 73,566 |
| — |
| | — |
| | 73,566 |
|
| Total Real Estate | 9,469,121 |
| (947,989 | ) | | — |
| | 8,521,132 |
|
| Less accumulated depreciation | (1,677,620 | ) | 100,951 |
| B | — |
| | (1,576,669 | ) |
| Real Estate, net | 7,791,501 |
| (847,038 | ) | | — |
| | 6,944,463 |
|
| Cash and equivalents | 331,449 |
| (29,996 | ) | B | 54,000 |
| C | 355,453 |
|
| Restricted cash | 241,562 |
| (13,436 | ) | B | — |
| | 228,126 |
|
| Notes and accounts receivable, net | 444,136 |
| (17,029 | ) | B | 217,700 |
| C | 644,807 |
|
| Investments in and advances to unconsolidated entities | 665,623 |
| — |
| | — |
| | 665,623 |
|
| Other assets | 485,970 |
| (35,781 | ) | B | — |
| | 450,189 |
|
| Total Assets | $ | 9,960,241 |
| $ | (943,280 | ) | | $ | 271,700 |
| | $ | 9,288,661 |
|
| Liabilities and Equity | | | | | | |
| Liabilities | | | | | | |
| Mortgage debt and notes payable, nonrecourse | $ | 4,501,169 |
| $ | (458,447 | ) | B | $ | — |
| | $ | 4,042,722 |
|
| Revolving credit facility | — |
| — |
| | — |
| | — |
|
| Convertible senior debt | 272,249 |
| — |
| | — |
| | 272,249 |
|
| Accounts payable, accrued expenses and other liabilities | 968,089 |
| (115,639 | ) | B | — |
| | 852,450 |
|
| Cash distributions and losses in excess of investments in unconsolidated entities | 149,162 |
| (7,530 | ) | B | — |
| | 141,632 |
|
| Deferred income taxes | 483,084 |
| 28,900 |
| D | — |
| | 511,984 |
|
| Total Liabilities | 6,373,753 |
| (552,716 | ) | | — |
| | 5,821,037 |
|
| Redeemable Noncontrolling Interest | 162,128 |
| (162,128 | ) | B | — |
| | — |
|
| Commitments and Contingencies | — |
| — |
| | — |
| | — |
|
| Equity | | | | | | |
| Shareholders’ Equity | | | | | | |
| Preferred stock – without par value; 20,000,000 shares authorized; no shares issued | — |
| — |
| | — |
| | — |
|
| Common stock – $.33 1/3 par value | | | | | | |
Class A, 371,000,000 shares authorized, 240,354,028 shares issued and 238,844,963 shares outstanding | 80,118 |
| — |
| | — |
| | 80,118 |
|
| Class B, convertible, 56,000,000 shares authorized, 18,824,341 shares issued and outstanding; 26,257,961 issuable | 6,275 |
| — |
| | — |
| | 6,275 |
|
| Total common stock | 86,393 |
| — |
| | — |
| | 86,393 |
|
| Additional paid-in capital | 2,460,133 |
| — |
| | — |
| | 2,460,133 |
|
| Retained earnings | 510,526 |
| (199,536 | ) | B | 271,700 |
| C | 553,790 |
|
| | | (28,900 | ) | D | | | |
| Less treasury stock, at cost; 1,509,065 class A shares | (29,647 | ) | — |
| | — |
| | (29,647 | ) |
| Shareholders’ equity before accumulated other comprehensive loss | 3,027,405 |
| (228,436 | ) | | 271,700 |
| | 3,070,669 |
|
| Accumulated other comprehensive loss | (49,959 | ) | — |
| | — |
| | (49,959 | ) |
| Total Shareholders’ Equity | 2,977,446 |
| (228,436 | ) | | 271,700 |
| | 3,020,710 |
|
| Noncontrolling interest | 446,914 |
| — |
| | — |
| | 446,914 |
|
| Total Equity | 3,424,360 |
| (228,436 | ) | | 271,700 |
| | 3,467,624 |
|
| Total Liabilities and Equity | $ | 9,960,241 |
| $ | (943,280 | ) | | $ | 271,700 |
| | $ | 9,288,661 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Notes to the Unaudited Pro Forma Consolidated Balance Sheet - Pro Forma Adjustments
| |
| (A) | Reflects the Company’s consolidated balance sheet as of September 30, 2015, as reported in the historical financial statements and notes thereto presented in the Company’s Form 10-Q for the three and nine months ended September 30, 2015. Certain amounts in the accompanying consolidated balance sheet have been reclassified. |
| |
| (B) | Represents the disposition of the applicable consolidated balance sheet financial statement line items of the Disposal Group sold. |
| |
| (C) | Represents net proceeds received upon the sale of the Disposal Group. The estimated gain on sale assumed to be recognized upon completion of the sale transaction as if the sale occurred as of September 30, 2015 was calculated as follows (in thousands): |
|
| | | |
| Sale price of the Disposal Group - Cash | $ | 70,000 |
|
| Less: Estimated closing costs and other adjustments | (16,000 | ) |
| Net cash proceeds | 54,000 |
|
| Sales price of the Disposal Group - Note Receivables | 217,700 |
|
| Net proceeds | 271,700 |
|
| Less: Disposal Group basis as of September 30, 2015 | (199,536 | ) |
| Total pre-tax estimated gain as of September 30, 2015 | 72,164 |
|
| Estimated income tax expense | (28,900 | ) |
| Total estimated gain as of September 30, 2015 (i) | $ | 43,264 |
|
| |
| (i) | The gain recorded upon the closing of the transaction will differ from above as a result of, among other things, operations of the Disposal Group for the period from October 1, 2015 to the date of closing. Based on information available at the time of this 8-K filing, the actual gain is not expected to differ materially from the above. |
| |
| (D) | Represents the reversal of deferred tax assets related to the Disposal Group as of September 30, 2015 of $14,700 and, further reduction of existing net operating loss carryforwards of $14,200 assumed to be utilized to account for estimated income taxes due, computed at a statutory rate of 40%. |
Forest City Realty Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
The unaudited pro forma condensed consolidated statements of operations is presented as if the sale of the Disposal Group was completed on February 1, 2012. The following unaudited pro forma condensed consolidated statements of operations are based upon the historical consolidated results of operations of the Company for the periods presented, giving effect to the transaction described above. The unaudited pro forma condensed consolidated statements of operations should be read in conjunction with the unaudited pro forma consolidated Balance Sheet as of September 30, 2015 and the Notes thereto presented herein and the historical financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 and the Annual Report on Form 10-K, as amended, for the year ended December 31, 2014. The unaudited pro forma condensed consolidated statements of operations exclude the estimated gain on disposition, which is expected to differ from the estimated gain calculated in preparing the unaudited pro forma Consolidated Balance Sheet as of September 30, 2015. The actual gain on disposition, which will be recorded during January 2016, will reflect, among other things, the operations of the Arena and Nets for the period from October 1, 2015 to the date of closing.
The unaudited pro forma condensed consolidated statements of operations does not purport to represent what the actual results of operations of the Company would have been assuming the transactions described above had been completed as set forth above, nor do they purport to represent the Company’s results of operations for future periods.
Forest City Realty Trust, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 2015
(in thousands, except per share data)
|
| | | | | | | | | | | | |
| | |
| | |
| | | Less | Plus | |
| | As Reported | Disposal Group | Effect of net | |
| | (E) | operations (F) | proceeds (G) | Pro Forma |
| Revenues | | | | |
| Rental | $ | 457,809 |
| $ | — |
| $ | — |
| $ | 457,809 |
|
| Tenant recoveries | 101,241 |
| — |
| — |
| 101,241 |
|
| Service and management fees | 31,394 |
| — |
| — |
| 31,394 |
|
| Parking and other | 43,644 |
| — |
| — |
| 43,644 |
|
| Arena | 80,497 |
| 80,497 |
| — |
| — |
|
| Land sales | 47,589 |
| — |
| — |
| 47,589 |
|
| Military Housing | 23,724 |
| — |
| — |
| 23,724 |
|
| Total revenues | 785,898 |
| 80,497 |
| — |
| 705,401 |
|
| Expenses | | | | |
| Property operating and management | 285,940 |
| — |
| — |
| 285,940 |
|
| Real estate taxes | 66,959 |
| — |
| — |
| 66,959 |
|
| Ground rent | 9,376 |
| — |
| — |
| 9,376 |
|
| Arena operating | 55,019 |
| 55,019 |
| — |
| — |
|
| Cost of land sales | 15,716 |
| — |
| — |
| 15,716 |
|
| Military Housing operating | 6,289 |
| — |
| — |
| 6,289 |
|
| Corporate general and administrative | 35,895 |
| — |
| — |
| 35,895 |
|
| REIT conversion and reorganization costs | 25,498 |
| — |
| — |
| 25,498 |
|
| | 500,692 |
| 55,019 |
| — |
| 445,673 |
|
| Depreciation and amortization | 206,782 |
| 26,403 |
| — |
| 180,379 |
|
| Write-offs of abandoned development projects | 5,778 |
| — |
| — |
| 5,778 |
|
| Impairment of real estate | 425,463 |
| — |
| — |
| 425,463 |
|
| Total expenses | 1,138,715 |
| 81,422 |
| — |
| 1,057,293 |
|
| Operating loss | (352,817 | ) | (925 | ) | — |
| (351,892 | ) |
| | | | | |
| Interest and other income | 27,977 |
| — |
| 7,347 |
| 35,324 |
|
| Net gain on disposition of full or partial interest in rental properties | 1,746 |
| — |
| — |
| 1,746 |
|
| Net gain on change in control of interests | 487,684 |
| — |
| — |
| 487,684 |
|
| Interest expense | (149,335 | ) | (29,650 | ) | — |
| (119,685 | ) |
| Amortization of mortgage procurement costs | (5,756 | ) | — |
| — |
| (5,756 | ) |
| Loss on extinguishment of debt | (61,953 | ) | — |
| — |
| (61,953 | ) |
| Earnings (loss) before income taxes | (52,454 | ) | (30,575 | ) | 7,347 |
| (14,532 | ) |
| Income tax expense (benefit) | | | | |
| Current | 10,050 |
| (6,768 | ) | 2,939 |
| 19,757 |
|
| Deferred | (6,651 | ) | (14,251 | ) | — |
| 7,600 |
|
| | 3,399 |
| (21,019 | ) | 2,939 |
| 27,357 |
|
| Earnings (loss) from unconsolidated entities, gross of tax | | | | |
| Equity in earnings (loss) | (20,094 | ) | (38,435 | ) | — |
| 18,341 |
|
| Net gain on disposition of interest in unconsolidated entities | 20,293 |
| — |
| — |
| 20,293 |
|
| Impairment | (1,384 | ) | — |
| — |
| (1,384 | ) |
| | (1,185 | ) | (38,435 | ) | — |
| 37,250 |
|
| Net earnings (loss) from continuing operations before noncontrolling interests | (57,038 | ) | (47,991 | ) | 4,408 |
| (4,639 | ) |
| Noncontrolling interests | | | | |
| (Earnings) loss from continuing operations attributable to noncontrolling interests, gross of tax | 4,366 |
| 14,812 |
| — |
| (10,446 | ) |
| Net earnings (loss) from continuing operations attributable to Forest City Realty Trust, Inc. | $ | (52,672 | ) | $ | (33,179 | ) | $ | 4,408 |
| $ | (15,085 | ) |
| | | | | |
| Per share data: | | | | |
| Basic and diluted loss per common share: | | | |
|
|
| Loss from continuing operations attributable to common shareholders | $ | (0.23 | ) | | | $ | (0.07 | ) |
| |
| | |
|
| Basic and diluted weighted average shares outstanding | 230,778,223 |
| | | 230,778,223 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Forest City Realty Trust, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2014
(in thousands, except per share data)
|
| | | | | | | | | | | | |
| | |
| | |
| | | Less | Plus | |
| | As Reported | Disposal Group | Effect of net | |
| | (E) | operations (F) | proceeds (G) | Pro Forma |
| Revenues | | | | |
| Rental | $ | 526,966 |
| $ | — |
| $ | — |
| $ | 526,966 |
|
| Tenant recoveries | 118,035 |
| — |
| — |
| 118,035 |
|
| Service and management fees | 50,522 |
| — |
| — |
| 50,522 |
|
| Parking and other | 53,765 |
| — |
| — |
| 53,765 |
|
| Arena | 116,695 |
| 116,695 |
| — |
| — |
|
| Land sales | 68,102 |
| — |
| — |
| 68,102 |
|
| Military Housing | 31,967 |
| — |
| — |
| 31,967 |
|
| Total revenues | 966,052 |
| 116,695 |
| — |
| 849,357 |
|
| Expenses | | | | |
| Property operating and management | 384,119 |
| — |
| — |
| 384,119 |
|
| Real estate taxes | 78,637 |
| — |
| — |
| 78,637 |
|
| Ground rent | 9,387 |
| — |
| — |
| 9,387 |
|
| Arena operating | 76,096 |
| 76,096 |
| — |
| — |
|
| Cost of land sales | 23,457 |
| — |
| — |
| 23,457 |
|
| Military Housing operating | 11,481 |
| — |
| — |
| 11,481 |
|
| Corporate general and administrative | 51,116 |
| — |
| — |
| 51,116 |
|
| | 634,293 |
| 76,096 |
| — |
| 558,197 |
|
| Depreciation and amortization | 230,466 |
| 34,299 |
| — |
| 196,167 |
|
| Write-offs of abandoned development projects and demolition costs | 1,655 |
| — |
| — |
| 1,655 |
|
| Impairment of real estate | 277,095 |
| — |
| — |
| 277,095 |
|
| Total expenses | 1,143,509 |
| 110,395 |
| — |
| 1,033,114 |
|
| Operating income (loss) | (177,457 | ) | 6,300 |
| — |
| (183,757 | ) |
| Interest and other income | 42,780 |
| — |
| 9,797 |
| 52,577 |
|
| Net loss on disposition of partial interest in development project | (20,298 | ) | — |
| — |
| (20,298 | ) |
| Net gain on disposition of full or partial interest in rental properties | 30,281 |
| — |
| — |
| 30,281 |
|
| Net gain on change in control of interests | 230,660 |
| — |
| — |
| 230,660 |
|
| Interest expense | (234,405 | ) | (40,229 | ) | — |
| (194,176 | ) |
| Amortization of mortgage procurement costs | (8,518 | ) | (721 | ) | — |
| (7,797 | ) |
| Loss on extinguishment of debt | (1,179 | ) | — |
| — |
| (1,179 | ) |
| Earnings (loss) before income taxes | (138,136 | ) | (34,650 | ) | 9,797 |
| (93,689 | ) |
| Income tax expense (benefit) | | | | |
| Current | 4,931 |
| (7,584 | ) | 3,919 |
| 16,434 |
|
| Deferred | (22,127 | ) | (457 | ) | — |
| (21,670 | ) |
| | (17,196 | ) | (8,041 | ) | 3,919 |
| (5,236 | ) |
| Earnings (loss) from unconsolidated entities, gross of tax | | | | |
| Equity in earnings (loss) | 90,032 |
| (3,181 | ) | — |
| 93,213 |
|
| Impairment | (3,124 | ) | — |
| — |
| (3,124 | ) |
| | 86,908 |
| (3,181 | ) | — |
| 90,089 |
|
| Earnings (loss) from continuing operations before noncontrolling interests | (34,032 | ) | (29,790 | ) | 5,878 |
| 1,636 |
|
| Noncontrolling interests | | | | |
| (Earnings) loss from continuing operations attributable to noncontrolling interests, gross of tax | 13,475 |
| 17,095 |
| — |
| (3,620 | ) |
| Net earnings (loss) from continuing operations attributable to Forest City Realty Trust, Inc. | $ | (20,557 | ) | $ | (12,695 | ) | $ | 5,878 |
| $ | (1,984 | ) |
| | | | | |
| Per share data: | | | | |
| Basic and diluted loss per common share: | | | | |
| Loss from continuing operations attributable to common shareholders | $ | (0.10 | ) | | | $ | (0.01 | ) |
| | | | | |
| Basic and diluted weighted average shares outstanding | 198,480,783 |
| | | 198,480,783 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Forest City Realty Trust, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the 11 months ended December 31, 2013
(in thousands, except per share data)
|
| | | | | | | | | | | | |
| | |
| | |
| | | Less | Plus | |
| | As Reported | Disposal Group | Effect of net | |
| | (E) | operations (F) | proceeds (G) | Pro Forma |
| Revenues | | | | |
| Rental | $ | 537,703 |
| $ | — |
| $ | — |
| $ | 537,703 |
|
| Tenant recoveries | 134,330 |
| — |
| — |
| 134,330 |
|
| Service and management fees | 57,156 |
| — |
| — |
| 57,156 |
|
| Parking and other | 49,067 |
| — |
| — |
| 49,067 |
|
| Arena | 104,532 |
| 104,532 |
| — |
| — |
|
| Land sales | 67,057 |
| — |
| — |
| 67,057 |
|
| Military Housing | 48,427 |
| — |
| — |
| 48,427 |
|
| Total revenues | 998,272 |
| 104,532 |
| — |
| 893,740 |
|
| Expenses | | | | |
| Property operating and management | 394,538 |
| — |
| — |
| 394,538 |
|
| Real estate taxes | 81,630 |
| — |
| — |
| 81,630 |
|
| Ground rent | 6,128 |
| — |
| — |
| 6,128 |
|
| Arena operating | 72,659 |
| 72,659 |
| — |
| — |
|
| Cost of land sales | 35,638 |
| — |
| — |
| 35,638 |
|
| Military Housing operating | 30,204 |
| — |
| — |
| 30,204 |
|
| Corporate general and administrative | 45,021 |
| — |
| — |
| 45,021 |
|
| | 665,818 |
| 72,659 |
| — |
| 593,159 |
|
| Depreciation and amortization | 273,054 |
| 33,231 |
| — |
| 239,823 |
|
| Write-offs of abandoned development projects and demolition costs | 40,414 |
| — |
| — |
| 40,414 |
|
| Impairment of real estate | 421,361 |
| — |
| — |
| 421,361 |
|
| Net loss on land held for divestiture activity | 7,382 |
| — |
| — |
| 7,382 |
|
| Total expenses | 1,408,029 |
| 105,890 |
| — |
| 1,302,139 |
|
| Operating loss | (409,757 | ) | (1,358 | ) | — |
| (408,399 | ) |
| Interest and other income | 52,283 |
| — |
| 8,980 |
| 61,263 |
|
| Net gain on disposition of full or partial interest in rental properties | 496,092 |
| — |
| — |
| 496,092 |
|
| Net gain on change in control of interests | 2,762 |
| — |
| — |
| 2,762 |
|
| Interest expense | (285,042 | ) | (34,220 | ) | — |
| (250,822 | ) |
| Amortization of mortgage procurement costs | (8,375 | ) | (629 | ) | — |
| (7,746 | ) |
| Gain on extinguishment of debt | 4,549 |
| — |
| — |
| 4,549 |
|
| Earnings (loss) before income taxes | (147,488 | ) | (36,207 | ) | 8,980 |
| (102,301 | ) |
| Income tax expense (benefit) | | | | |
| Current | 562 |
| (1,926 | ) | 3,592 |
| 6,080 |
|
| Deferred | 11,704 |
| (6,729 | ) | — |
| 18,433 |
|
| | 12,266 |
| (8,655 | ) | 3,592 |
| 24,513 |
|
| Earnings (loss) from unconsolidated entities, gross of tax | | | | |
| Equity in earnings (loss) | 107,825 |
| (2,802 | ) | — |
| 110,627 |
|
| Net gain on land held for divestiture activity | 1,338 |
| — |
| — |
| 1,338 |
|
| | 109,163 |
| (2,802 | ) | — |
| 111,965 |
|
| Earnings (loss) from continuing operations before noncontrolling interests | (50,591 | ) | (30,354 | ) | 5,388 |
| (14,849 | ) |
| Noncontrolling interests | | | | |
| Loss from continuing operations attributable to noncontrolling interests, gross of tax | 71,525 |
| 16,693 |
| — |
| 54,832 |
|
| Net earnings (loss) from continuing operations attributable to Forest City Realty Trust, Inc. | 20,934 |
| (13,661 | ) | 5,388 |
| 39,983 |
|
| Preferred dividends | (185 | ) | — |
| — |
| (185 | ) |
| Net earnings (loss) from continuing operations attributable to Forest City Realty Trust, Inc. common shareholders | $ | 20,749 |
| $ | (13,661 | ) | $ | 5,388 |
| $ | 39,798 |
|
| | | | | |
| Per share data: | | | | |
| Basic earnings per common share: | | | | |
| Earnings from continuing operations attributable to common shareholders | $ | 0.10 |
| | | $ | 0.20 |
|
| Diluted earnings per common share: | | | | |
| Earnings from continuing operations attributable to common shareholders | $ | 0.10 |
| | | $ | 0.20 |
|
| | | | | |
| Basic weighted average shares outstanding | 193,465,572 |
| | | 193,465,572 |
|
| | | | | |
| Diluted weighted average shares outstanding | 198,696,729 |
| | | 194,031,292 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Forest City Realty Trust, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the year ended January 31, 2013
(in thousands, except per share data)
|
| | | | | | | | | | | | |
| | |
| | |
| | | Less | Plus | |
| | As Reported | Disposal Group | Effect of net | |
| | (E) | operations (F) | proceeds (G) | Pro Forma |
| Revenues | | | | |
| Rental | $ | 588,336 |
| $ | — |
| $ | — |
| $ | 588,336 |
|
| Tenant recoveries | 154,548 |
| — |
| — |
| 154,548 |
|
| Service and management fees | 53,277 |
| — |
| — |
| 53,277 |
|
| Parking and other | 49,901 |
| — |
| — |
| 49,901 |
|
| Arena | 48,353 |
| 48,353 |
| — |
| — |
|
| Land sales | 92,434 |
| — |
| — |
| 92,434 |
|
| Military Housing | 61,218 |
| — |
| — |
| 61,218 |
|
| Total revenues | 1,048,067 |
| 48,353 |
| — |
| 999,714 |
|
| Expenses | | | | |
| Property operating and management | 407,755 |
| — |
| — |
| 407,755 |
|
| Real estate taxes | 77,736 |
| — |
| — |
| 77,736 |
|
| Ground rent | 7,358 |
| — |
| — |
| 7,358 |
|
| Arena operating | 49,175 |
| 49,175 |
| — |
| — |
|
| Cost of land sales | 31,383 |
| — |
| — |
| 31,383 |
|
| Military Housing operating | 35,375 |
| — |
| — |
| 35,375 |
|
| Corporate general and administrative | 52,450 |
| — |
| — |
| 52,450 |
|
| | 661,232 |
| 49,175 |
| — |
| 612,057 |
|
| Depreciation and amortization | 212,254 |
| 8,888 |
| — |
| 203,366 |
|
| Write-offs of abandoned development projects | 26,850 |
| — |
| — |
| 26,850 |
|
| Impairment of real estate | 30,660 |
| — |
| — |
| 30,660 |
|
| Net gain on land held for divestiture activity | (6,480 | ) | — |
| — |
| (6,480 | ) |
| Total expenses | 924,516 |
| 58,063 |
| — |
| 866,453 |
|
| Operating income (loss) | 123,551 |
| (9,710 | ) | — |
| 133,261 |
|
| Interest and other income | 45,545 |
| — |
| 9,797 |
| 55,342 |
|
| Net gain on change in control of interests | 8,351 |
| — |
| — |
| 8,351 |
|
| Interest expense | (253,324 | ) | 122 |
| — |
| (253,446 | ) |
| Amortization of mortgage procurement costs | (10,966 | ) | (239 | ) | — |
| (10,727 | ) |
| Gain (loss) on extinguishment of debt | 7,096 |
| (629 | ) | — |
| 7,725 |
|
| Earnings (loss) before income taxes | (79,747 | ) | (10,456 | ) | 9,797 |
| (59,494 | ) |
| Income tax expense (benefit) | | | | |
| Current | (60,444 | ) | (3,489 | ) | 3,919 |
| (53,036 | ) |
| Deferred | 46,523 |
| 1,485 |
| — |
| 45,038 |
|
| | (13,921 | ) | (2,004 | ) | 3,919 |
| (7,998 | ) |
| Earnings (loss) from unconsolidated entities, gross of tax | | | | |
| Equity in earnings (loss) | 85,798 |
| (4,672 | ) | — |
| 90,470 |
|
| Impairment | (390 | ) | — |
| — |
| (390 | ) |
| Net loss on land held for divestiture activity | (40,777 | ) | — |
| — |
| (40,777 | ) |
| | 44,631 |
| (4,672 | ) | — |
| 49,303 |
|
| Earnings (loss) from continuing operations before noncontrolling interests | (21,195 | ) | (13,124 | ) | 5,878 |
| (2,193 | ) |
| Noncontrolling interests | | | | |
| (Earnings) loss from continuing operations attributable to noncontrolling interests, gross of tax | 1,251 |
| 9,959 |
| — |
| (8,708 | ) |
| Net earnings (loss) from continuing operations attributable to Forest City Realty Trust, Inc. | (19,944 | ) | (3,165 | ) | 5,878 |
| (10,901 | ) |
| Preferred dividends and inducements of preferred stock conversions | (32,129 | ) | — |
| — |
| (32,129 | ) |
| Net earnings (loss) from continuing operations attributable to Forest City Realty Trust, Inc. common shareholders | $ | (52,073 | ) | $ | (3,165 | ) | $ | 5,878 |
| $ | (43,030 | ) |
| | | | | |
| Per share data: | | | | |
| Basic and diluted loss per common share: | | | | |
| Loss from continuing operations attributable to common shareholders | $ | (0.30 | ) | | | $ | (0.25 | ) |
| | | | | |
| Basic and diluted weighted average shares outstanding | 172,621,723 |
| | | 172,621,723 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Notes to the Unaudited Pro Forma Consolidated Statements of Operations - Pro Forma Adjustments
| |
| (E) | Reflects the consolidated results of operations of the Company for the nine months ended September 30, 2015, the year ended December 31, 2014, the eleven months ended December 31, 2013 and the year ended January 31, 2013, respectively, as contained in the historical financial statements and notes thereto in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 and Annual Report on Form 10-K, as amended, for the year ended December 31, 2014, respectively. |
| |
| (F) | Represents the disposition of the revenues and expenses of the Disposal Group for the nine months ended September 30, 2015, the year ended December 31, 2014, the eleven months ended December 31, 2013 and the year ended January 31, 2013, respectively. |
| |
| (G) | Represents adjustments, net of estimated tax computed at a statutory rate of 40%, made to interest and other income in connection with the sale of the Disposal Group. Interest income represents amounts assumed to be earned on the note receivables due to the Company. Amounts were computed assuming the sale closed as of the beginning of each period presented. |
