Exhibit 99.1
Forest City Enterprises, Inc.
Supplemental Package
Three and Six Months Ended July 31, 2012 and 2011
Forest City Enterprises, Inc. and Subsidiaries
Three and Six Months Ended July 31, 2012 and 2011
Supplemental Package
NYSE: FCEA, FCEB
Index
|
| |
Corporate Overview | |
| |
Selected Financial Information | |
Forest City Enterprises, Inc. | |
Consolidated Balance Sheet Information | |
Consolidated Earnings Information | |
Net Asset Value Components | |
| |
Supplemental Operating Information | |
Occupancy Data | |
Retail Sales Data | |
Leasing Summary | |
Comparable Net Operating Income (NOI) | |
Comparable NOI Detail | |
NOI By Product Type | |
NOI By Core Market | |
Reconciliation of NOI to Net Earnings (Loss) | |
Results of Operations Discussion | |
Reconciliation of Operating FFO to FFO | |
FFO Bridge | |
EBDT Discussion | |
Reconciliation of FFO and EBDT to Net Earnings (Loss) | |
Retail and Office Lease Expirations | |
Retail and Office Significant Tenants | |
Development Pipeline | |
| |
Supplemental Financial Information | |
Common Stock Data/Covenants | |
Projects under Construction and Development Debt and Nonrecourse Debt | |
Scheduled Maturities Table | |
Summary of FFO | |
This Supplemental Package, together with other statements and information publicly disseminated by us, contains “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. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of our Form 10-K for the year ended January 31, 2012 and other factors that might cause differences, some of which could be material, include, but are not limited to, the impact of current lending and capital market conditions on our liquidity, ability to finance or refinance projects and repay our debt, the impact of the current economic environment on the ownership, development and management of our real estate portfolio, general real estate investment and development risks, vacancies in our properties, the strategic decision to reposition or divest portions of our land business, further downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts, risks associated with an investment in a professional sports team, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of our insurance carriers, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, volatility in the market price of our publicly traded securities, inflation risks, litigation risks, cybersecurity risks and cyber incidents, as well as other risks listed from time to time in our reports filed with the Securities and Exchange Commission. We have no obligation to revise or update any forward-looking statements, other than imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information
Corporate Overview
We principally engage in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. We operate through three strategic business units and five reportable segments. The Commercial Group, our largest strategic business unit, owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings, hotels and mixed-use projects. The Residential Group owns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments and adaptive re-use developments. Additionally, the Residential Group develops for-sale condominium projects and also owns interests in entities that develop and manage military family housing. The Land Development Group acquires and sells both land and developed lots to residential, commercial and industrial customers. It also owns and develops land into master-planned communities and mixed-use projects. On January 31, 2012, our Board of Directors approved a strategic decision by senior management to reposition or divest significant portions of our Land Development Group. During the six months ended July 31, 2012, we established and began executing on our land divestiture strategy. Real Estate Groups are the combined Commercial, Residential and Land Development Groups. Corporate Activities and the Nets, a member of the National Basketball Association (“NBA”) in which we account for our investment on the equity method of accounting, are other reportable segments of the Company.
We have approximately $10.7 billion of assets in 27 states and the District of Columbia at July 31, 2012. Our core markets include Boston, Chicago, Dallas, Denver, Los Angeles, New York, Philadelphia, the Greater San Francisco metropolitan area and the Greater Washington D.C. metropolitan area. Our core markets account for approximately 78 percent of the cost of our real estate portfolio at July 31, 2012. We have offices in Albuquerque, Boston, Chicago, Dallas, Denver, London (England), Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.
Supplemental Financial and Operating Information
We recommend this supplemental package be read in conjunction with our Form 10-Q for the three and six months ended July 31, 2012. This supplemental package contains certain measures prepared in accordance with generally accepted accounting principles (“GAAP”) under the full consolidation accounting method and certain measures prepared under the pro-rata consolidation method, a non-GAAP measure. Along with net earnings, we have historically reported an additional measure, Earnings Before Depreciation, Amortization and Deferred Taxes (“EBDT”), to report operating results. EBDT is a non-GAAP measure and may not be directly comparable to similarly-titled measures reported by other companies. In the three months ended April 30, 2012, we began presenting Funds From Operations (“FFO”), which is also a non-GAAP measure. In the three months ended July 31, 2012, we began presenting Operating FFO, which is also a non-GAAP measure. The non-GAAP financial measures presented under the pro-rata consolidation method, comparable net operating income (“NOI”), EBDT, FFO and Operating FFO provide supplemental information about our operations. Although these measures are not presented in accordance with GAAP, we believe they are necessary to understand our business and operating results, along with net earnings and other GAAP measures. Our investors can use these non-GAAP measures as supplementary information to evaluate our business. Our non-GAAP measures are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.
Revision of Prior Period Financial Statements
Historically, we have recorded an allowance for projects under development (the “Allowance”) that have not been abandoned at each balance sheet date. During the three months ended January 31, 2012, we determined that the recording of the Allowance was not in accordance with ASC 970-360-40. The impact of this error (the “Allowance Revision”) was an overstatement of operating expenses of $2,000,000 ($1,224,000 after tax) for the three months ended July 31, 2011. We assessed the materiality of this error on prior periods’ financial statements in accordance with ASC 250-10 (SEC’s Staff Accounting Bulletin No. 99, Materiality), and concluded that the error was not material to any prior annual or interim periods but would be material if the entire correction was recorded during the year ended January 31, 2012. Accordingly, the financial statements for the three months ended July 31, 2011 which are presented herein, have been revised. The error had no effect on the financial statements for the six months ended July 31, 2011.
Consolidation Methods
We present certain financial amounts under the pro-rata consolidation method because we believe this information is useful to investors as this method reflects the manner in which we operate our business. In line with industry practice, we have made a large number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. Under the pro-rata consolidation method, we generally present our investments proportionate to our economic share of ownership. Under GAAP, the full consolidation method is used to report partnership assets and liabilities consolidated at 100% if deemed to be under our control or if we are deemed to be the primary beneficiary of the variable interest entity (“VIE”), even if our ownership is not 100%. We provide reconciliations from the full consolidation method to the pro-rata consolidation method throughout our supplemental package. Please refer to our property listing for the detail of our consolidated and unconsolidated properties in our supplemental package for the year ended January 31, 2012.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information
EBDT
We believe that EBDT, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors can affect net earnings in the short-term, we believe EBDT presents a more consistent view of the overall financial performance of our business from period-to-period. EBDT has been used by the chief operating decision maker and management to assess performance and resource allocations by strategic business unit and on a consolidated basis. EBDT is similar, but not identical, to FFO, a measure of performance used by publicly traded Real Estate Investment Trusts (“REITs”).
FFO
The majority of our peers in the publically traded real estate industry are REITs and report operations using FFO as defined by the National Association of Real Estate Investment Trusts (“NAREIT”). Although we are not a REIT, we feel it is important to publish this measure to allow for easier comparison of our performance to our peers. The major difference between us and our REIT peers is that we are a taxable entity and any taxable income we generate could result in payment of federal or state income taxes. Our REIT peers typically are not subject to federal or state income taxes, but must pay out a portion of their taxable income to shareholders. Due to our effective tax management policies, we have not historically been a significant payer of income taxes. This has allowed us to retain our internally generated cash flows but has also resulted in large expenses for deferred taxes as required by GAAP. The treatment of deferred taxes is the single biggest difference between EBDT and FFO. We intend to continue to report both EBDT and FFO during the fiscal year ending January 31, 2013. Effective February 1, 2013, we will only report FFO to be more comparable to our industry peers.
Supplemental Operating Information
The operating information contained in this document includes: occupancy data, retail sales data, leasing summaries, comparable NOI, NOI by product type and core market, reconciliation of NOI to net earnings, results of operations discussion, FFO bridge, reconciliation of Operating FFO to FFO, reconciliation of net earnings to FFO and EBDT, retail and office lease expirations, significant retail and office tenants, and our development pipeline. We believe this information will give interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including properties that were open and operated in both the three and six months ended July 31, 2012 and 2011.
We believe occupancy rates, retail and office lease expirations, base rent, significant retail and office tenant listings, mall sales per square foot, leasing spreads on retail and office properties, and other rental rate information on multi-family properties represent meaningful operating statistics about us.
Comparable NOI is useful because it measures the performance of the same properties on a period-to-period basis and is used to assess operating performance and resource allocation of the operating properties within our strategic business units. While property dispositions, acquisitions or other factors can impact net earnings in the short term, we believe comparable NOI gives a more consistent view of the overall performance of our operating portfolio from quarter-to-quarter and year-to-year. A reconciliation of NOI to net earnings, the most comparable financial measure calculated in accordance with GAAP, a reconciliation of NOI to net earnings for each strategic business unit and a reconciliation from NOI to comparable NOI are included in this supplemental package.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information
Corporate Headquarters
Forest City Enterprises, Inc.
Terminal Tower
50 Public Square, Suite 1100
Cleveland, Ohio 44113
Annual Report on Form 10-K
A copy of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission for the fiscal year ended January 31, 2012 can be found on our website under SEC Filings or may be obtained without charge upon written request to:
Jeffrey B. Linton
Senior Vice President, Corporate Communication
jefflinton@forestcity.net
Website
www.forestcity.net
The information contained on this website is not incorporated herein by reference and does not constitute a part of this supplemental package.
Investor Relations
Robert G. O’Brien
Executive Vice President and Chief Financial Officer
Transfer Agent and Registrar
Wells Fargo
Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-9440
(800) 468-9716
www.shareowneronline.com
Common Stock Exchange Listing
NYSE: FCEA and FCEB
Dividend Reinvestment and Stock Purchase Plan
We offer our shareholders the opportunity to purchase additional shares of common stock through the Forest City Enterprises, Inc. Dividend Reinvestment and Stock Purchase Plan (the “Plan”) at 97% of current market value. You may obtain a copy of the Plan prospectus and an enrollment card by contacting Wells Fargo Shareowner Services at (800) 468-9716 or by visiting www.shareowneronline.com.
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – July 31, 2012 (Unaudited)
|
| | | | | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Assets | | | | | |
Real Estate | | | | | |
Completed rental properties | | | | | |
Residential | $ | 1,584,458 |
| $ | 35,185 |
| $ | 1,338,153 |
| $ | 24,210 |
| $ | 2,911,636 |
|
Commercial | | | | | |
Retail centers | 2,925,904 |
| 71,424 |
| 1,141,309 |
| — |
| 3,995,789 |
|
Office and other buildings | 3,028,576 |
| 103,265 |
| 351,703 |
| — |
| 3,277,014 |
|
Corporate and other equipment | 10,820 |
| — |
| — |
| — |
| 10,820 |
|
Total completed rental properties | 7,549,758 |
| 209,874 |
| 2,831,165 |
| 24,210 |
| 10,195,259 |
|
Projects under construction | | | | | |
Residential | 67,151 |
| 1,059 |
| 24,417 |
| — |
| 90,509 |
|
Commercial | | | | | |
Retail centers | 343,393 |
| — |
| 4,150 |
| — |
| 347,543 |
|
Office and other buildings | 811,526 |
| 495,417 |
| — |
| — |
| 316,109 |
|
Total projects under construction | 1,222,070 |
| 496,476 |
| 28,567 |
| — |
| 754,161 |
|
Projects under development | | | | | |
Residential | 845,947 |
| 186,339 |
| 6,178 |
| — |
| 665,786 |
|
Commercial | | | | | |
Retail centers | 33,478 |
| 109 |
| — |
| — |
| 33,369 |
|
Office and other buildings | 260,105 |
| 25,714 |
| 6,259 |
| — |
| 240,650 |
|
Total projects under development | 1,139,530 |
| 212,162 |
| 12,437 |
| — |
| 939,805 |
|
Total projects under construction and development | 2,361,600 |
| 708,638 |
| 41,004 |
| — |
| 1,693,966 |
|
Land held for development and sale | 77,175 |
| 7,432 |
| — |
| — |
| 69,743 |
|
Total Real Estate | 9,988,533 |
| 925,944 |
| 2,872,169 |
| 24,210 |
| 11,958,968 |
|
Less accumulated depreciation | (1,602,423 | ) | (51,135 | ) | (581,822 | ) | (5,732 | ) | (2,138,842 | ) |
Real Estate, net | 8,386,110 |
| 874,809 |
| 2,290,347 |
| 18,478 |
| 9,820,126 |
|
Cash and equivalents | 240,866 |
| 22,157 |
| 61,776 |
| — |
| 280,485 |
|
Restricted cash and escrowed funds | 351,645 |
| 59,320 |
| 95,227 |
| — |
| 387,552 |
|
Escrowed funds for 2015 senior note redemption | 125,000 |
| — |
| — |
| — |
| 125,000 |
|
Notes and accounts receivable, net | 399,964 |
| 22,721 |
| 29,064 |
| — |
| 406,307 |
|
Investments in and advances to unconsolidated entities | 572,230 |
| (132,907 | ) | (503,613 | ) | — |
| 201,524 |
|
Lease and mortgage procurement costs, net | 268,961 |
| 8,920 |
| 52,528 |
| — |
| 312,569 |
|
Prepaid expenses and other deferred costs, net | 243,281 |
| 33,969 |
| 18,055 |
| 356 |
| 227,723 |
|
Intangible assets, net | 102,545 |
| 3 |
| 10,842 |
| — |
| 113,384 |
|
Land held for divestiture | 23,417 |
| 1,925 |
| 27,330 |
| — |
| 48,822 |
|
Operating property assets held for sale | 18,834 |
| — |
| — |
| (18,834 | ) | — |
|
Total Assets | $ | 10,732,853 |
| $ | 890,917 |
| $ | 2,081,556 |
| $ | — |
| $ | 11,923,492 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – July 31, 2012 (Unaudited)
|
| | | | | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Liabilities and Equity | | | | | |
Liabilities | | | | | |
Mortgage debt and notes payable, nonrecourse | | | | | |
Completed rental properties | | | | | |
Residential | $ | 975,015 |
| $ | 26,246 |
| $ | 999,492 |
| $ | 14,914 |
| $ | 1,963,175 |
|
Commercial | | | | | |
Retail centers | 1,860,600 |
| 64,673 |
| 886,280 |
| — |
| 2,682,207 |
|
Office and other buildings | 2,105,386 |
| 79,561 |
| 270,714 |
| — |
| 2,296,539 |
|
Total completed rental properties | 4,941,001 |
| 170,480 |
| 2,156,486 |
| 14,914 |
| 6,941,921 |
|
Projects under construction | | | | | |
Residential | 25,995 |
| 460 |
| 6,271 |
| — |
| 31,806 |
|
Commercial | | | | | |
Retail centers | 178,863 |
| — |
| — |
| — |
| 178,863 |
|
Office and other buildings | 352,226 |
| 224,425 |
| — |
| — |
| 127,801 |
|
Total projects under construction | 557,084 |
| 224,885 |
| 6,271 |
| — |
| 338,470 |
|
Projects under development | | | | | |
Residential | 247,340 |
| 59,538 |
| — |
| — |
| 187,802 |
|
Commercial | | | | | |
Retail centers | — |
| — |
| — |
| — |
| — |
|
Office and other buildings | — |
| — |
| 2,738 |
| — |
| 2,738 |
|
Total projects under development | 247,340 |
| 59,538 |
| 2,738 |
| — |
| 190,540 |
|
Total projects under construction and development | 804,424 |
| 284,423 |
| 9,009 |
| — |
| 529,010 |
|
Land held for development and sale | 9,448 |
| 946 |
| — |
| — |
| 8,502 |
|
Total Mortgage debt and notes payable, nonrecourse | 5,754,873 |
| 455,849 |
| 2,165,495 |
| 14,914 |
| 7,479,433 |
|
Bank revolving credit facility | — |
| — |
| — |
| — |
| — |
|
Senior and subordinated debt | 1,157,666 |
| — |
| — |
| — |
| 1,157,666 |
|
Construction payables | 193,754 |
| 65,182 |
| 12,775 |
| — |
| 141,347 |
|
Operating accounts payable and accrued expenses | 603,860 |
| 58,894 |
| 150,694 |
| 178 |
| 695,838 |
|
Accrued derivative liability | 174,113 |
| 164 |
| 18,975 |
| — |
| 192,924 |
|
Deferred profit on NY retail joint venture transaction | 114,465 |
| — |
| — |
| — |
| 114,465 |
|
Total Accounts payable, accrued expenses and other liabilities | 1,086,192 |
| 124,240 |
| 182,444 |
| 178 |
| 1,144,574 |
|
Cash distributions and losses in excess of investments in unconsolidated entities | 292,700 |
| (13,051 | ) | (287,037 | ) | — |
| 18,714 |
|
Deferred income taxes | 458,825 |
| — |
| — |
| — |
| 458,825 |
|
Mortgage debt and notes payable, nonrecourse on land held for divestiture | 19,571 |
| 1,721 |
| 20,654 |
| — |
| 38,504 |
|
Liabilities of operating property held for sale | 15,092 |
| — |
| — |
| (15,092 | ) | — |
|
Total Liabilities | 8,784,919 |
| 568,759 |
| 2,081,556 |
| — |
| 10,297,716 |
|
Redeemable Noncontrolling Interest | 232,107 |
| 232,107 |
| — |
| — |
| — |
|
Equity | | | | | |
Shareholders’ Equity | | | | | |
Shareholders’ equity before accumulated other comprehensive loss | 1,556,884 |
| — |
| — |
| — |
| 1,556,884 |
|
Accumulated other comprehensive loss | (117,129 | ) | — |
| — |
| — |
| (117,129 | ) |
Total Shareholders’ Equity | 1,439,755 |
| — |
| — |
| — |
| 1,439,755 |
|
Noncontrolling interest | 276,072 |
| 90,051 |
| — |
| — |
| 186,021 |
|
Total Equity | 1,715,827 |
| 90,051 |
| — |
| — |
| 1,625,776 |
|
Total Liabilities and Equity | $ | 10,732,853 |
| $ | 890,917 |
| $ | 2,081,556 |
| $ | — |
| $ | 11,923,492 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – January 31, 2012 (Unaudited)
|
| | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Assets | | | | |
Real Estate | | | | |
Completed rental properties | | | | |
Residential | $ | 1,584,403 |
| $ | 27,003 |
| $ | 1,229,109 |
| $ | 2,786,509 |
|
Commercial | | | | |
Retail centers | 2,638,954 |
| 74,012 |
| 1,203,459 |
| 3,768,401 |
|
Office and other buildings | 2,949,699 |
| 94,310 |
| 387,543 |
| 3,242,932 |
|
Corporate and other equipment | 10,392 |
| — |
| — |
| 10,392 |
|
Total completed rental properties | 7,183,448 |
| 195,325 |
| 2,820,111 |
| 9,808,234 |
|
Projects under construction | | | | |
Residential | 56,496 |
| 988 |
| 95,404 |
| 150,912 |
|
Commercial | | | | |
Retail centers | 595,011 |
| 309 |
| 7,945 |
| 602,647 |
|
Office and other buildings | 606,304 |
| 370,626 |
| 2,302 |
| 237,980 |
|
Total projects under construction | 1,257,811 |
| 371,923 |
| 105,651 |
| 991,539 |
|
Projects under development | | | | |
Residential | 776,817 |
| 170,423 |
| 17,693 |
| 624,087 |
|
Commercial | | | | |
Retail centers | 39,495 |
| 99 |
| 10,481 |
| 49,877 |
|
Office and other buildings | 254,856 |
| 25,712 |
| 2,670 |
| 231,814 |
|
Total projects under development | 1,071,168 |
| 196,234 |
| 30,844 |
| 905,778 |
|
Total projects under construction and development | 2,328,979 |
| 568,157 |
| 136,495 |
| 1,897,317 |
|
Land held for development and sale | 77,298 |
| 7,451 |
| 24,851 |
| 94,698 |
|
Total Real Estate | 9,589,725 |
| 770,933 |
| 2,981,457 |
| 11,800,249 |
|
Less accumulated depreciation | (1,526,503 | ) | (46,085 | ) | (557,613 | ) | (2,038,031 | ) |
Real Estate, net | 8,063,222 |
| 724,848 |
| 2,423,844 |
| 9,762,218 |
|
Cash and equivalents | 217,486 |
| 9,324 |
| 60,689 |
| 268,851 |
|
Restricted cash and escrowed funds | 542,566 |
| 98,001 |
| 109,282 |
| 553,847 |
|
Notes and accounts receivable, net | 406,244 |
| 19,542 |
| 36,684 |
| 423,386 |
|
Investments in and advances to unconsolidated entities | 609,079 |
| (160,470 | ) | (542,772 | ) | 226,777 |
|
Lease and mortgage procurement costs, net | 273,995 |
| 8,760 |
| 58,512 |
| 323,747 |
|
Prepaid expenses and other deferred costs, net | 227,354 |
| 34,626 |
| 20,708 |
| 213,436 |
|
Intangible assets, net | 107,192 |
| 3 |
| 11,076 |
| 118,265 |
|
Land held for divestiture | 57,145 |
| 14,141 |
| 45,257 |
| 88,261 |
|
Total Assets | $ | 10,504,283 |
| $ | 748,775 |
| $ | 2,223,280 |
| $ | 11,978,788 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – January 31, 2012 (Unaudited)
|
| | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Liabilities and Equity | | | | |
Liabilities | | | | |
Mortgage debt and notes payable, nonrecourse | | | | |
Completed rental properties | | | | |
Residential | $ | 1,008,576 |
| $ | 18,844 |
| $ | 949,015 |
| $ | 1,938,747 |
|
Commercial | | | | |
Retail centers | 1,735,148 |
| 67,371 |
| 971,035 |
| 2,638,812 |
|
Office and other buildings | 2,064,588 |
| 73,056 |
| 301,910 |
| 2,293,442 |
|
Total completed rental properties | 4,808,312 |
| 159,271 |
| 2,221,960 |
| 6,871,001 |
|
Projects under construction | | | | |
Residential | 6,596 |
| — |
| 56,737 |
| 63,333 |
|
Commercial | | | | |
Retail centers | 330,533 |
| — |
| — |
| 330,533 |
|
Office and other buildings | 207,028 |
| 127,685 |
| — |
| 79,343 |
|
Total projects under construction | 544,157 |
| 127,685 |
| 56,737 |
| 473,209 |
|
Projects under development | | | | |
Residential | 272,195 |
| 66,027 |
| — |
| 206,168 |
|
Commercial | | | | |
Retail centers | — |
| — |
| — |
| — |
|
Office and other buildings | — |
| — |
| 2,887 |
| 2,887 |
|
Total projects under development | 272,195 |
| 66,027 |
| 2,887 |
| 209,055 |
|
Total projects under construction and development | 816,352 |
| 193,712 |
| 59,624 |
| 682,264 |
|
Land held for development and sale | 15,775 |
| 1,578 |
| 12,655 |
| 26,852 |
|
Total Mortgage debt and notes payable, nonrecourse | 5,640,439 |
| 354,561 |
| 2,294,239 |
| 7,580,117 |
|
Bank revolving credit facility | — |
| — |
| — |
| — |
|
Senior and subordinated debt | 1,038,529 |
| — |
| — |
| 1,038,529 |
|
Construction payables | 202,395 |
| 61,564 |
| 18,564 |
| 159,395 |
|
Operating accounts payable and accrued expenses | 621,582 |
| 27,798 |
| 161,323 |
| 755,107 |
|
Accrued derivative liability | 174,020 |
| — |
| 19,033 |
| 193,053 |
|
Deferred profit on NY retail joint venture transaction | 114,465 |
| — |
| — |
| 114,465 |
|
Total Accounts payable, accrued expenses and other liabilities | 1,112,462 |
| 89,362 |
| 198,920 |
| 1,222,020 |
|
Cash distributions and losses in excess of investments in unconsolidated entities | 279,708 |
| (24,803 | ) | (282,105 | ) | 22,406 |
|
Deferred income taxes | 433,040 |
| — |
| — |
| 433,040 |
|
Mortgage debt and notes payable, nonrecourse on land held for divestiture | 19,084 |
| 1,721 |
| 12,226 |
| 29,589 |
|
Total Liabilities | 8,523,262 |
| 420,841 |
| 2,223,280 |
| 10,325,701 |
|
Redeemable Noncontrolling Interest | 229,149 |
| 229,149 |
| — |
| — |
|
Equity | | | | |
Shareholders’ Equity | | | | |
Shareholders’ equity before accumulated other comprehensive loss | 1,587,526 |
| — |
| — |
| 1,587,526 |
|
Accumulated other comprehensive loss | (120,460 | ) | — |
| — |
| (120,460 | ) |
Total Shareholders’ Equity | 1,467,066 |
| — |
| — |
| 1,467,066 |
|
Noncontrolling interest | 284,806 |
| 98,785 |
| — |
| 186,021 |
|
Total Equity | 1,751,872 |
| 98,785 |
| — |
| 1,653,087 |
|
Total Liabilities and Equity | $ | 10,504,283 |
| $ | 748,775 |
| $ | 2,223,280 |
| $ | 11,978,788 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Three Months Ended July 31, 2012 (Unaudited)
|
| | | | | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Revenues from real estate operations | $ | 261,373 |
| $ | 11,191 |
| $ | 93,930 |
| $ | 848 |
| $ | 344,960 |
|
Expenses | | | | | |
Operating expenses | 173,292 |
| 8,360 |
| 42,304 |
| 316 |
| 207,552 |
|
Depreciation and amortization | 54,231 |
| 1,039 |
| 19,686 |
| 191 |
| 73,069 |
|
Impairment of real estate | 2,908 |
| — |
| 390 |
| 261 |
| 3,559 |
|
| 230,431 |
| 9,399 |
| 62,380 |
| 768 |
| 284,180 |
|
Interest expense | (62,725 | ) | (2,677 | ) | (23,966 | ) | (256 | ) | (84,270 | ) |
Amortization of mortgage procurement costs | (3,682 | ) | (146 | ) | (813 | ) | (4 | ) | (4,353 | ) |
Loss on early extinguishment of debt | — |
| — |
| (1,313 | ) | — |
| (1,313 | ) |
Interest and other income | 13,678 |
| 489 |
| 288 |
| — |
| 13,477 |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) |
Net gain on disposition of rental properties | — |
| — |
| 16,107 |
| — |
| 16,107 |
|
Earnings (loss) before income taxes | (28,245 | ) | 2,965 |
| (20,034 | ) | (180 | ) | (51,424 | ) |
Income tax expense (benefit) | | | | | |
Current | (25,839 | ) | — |
| — |
| 5,019 |
| (20,820 | ) |
Deferred | 16,797 |
| — |
| — |
| (5,367 | ) | 11,430 |
|
| (9,042 | ) | — |
| — |
| (348 | ) | (9,390 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 16,275 |
| 169 |
| (21,853 | ) | — |
| (5,747 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
|
| (25,612 | ) | 169 |
| 20,034 |
| — |
| (5,747 | ) |
Earnings (loss) from continuing operations | (38,049 | ) | 5,836 |
| — |
| 168 |
| (43,717 | ) |
Discontinued operations, net of tax: | | | | | |
Operating earnings (loss) from rental properties | 325 |
| (3 | ) | — |
| (328 | ) | — |
|
Impairment of real estate | (160 | ) | — |
| — |
| 160 |
| — |
|
| 165 |
| (3 | ) | — |
| (168 | ) | — |
|
Net earnings (loss) | (37,884 | ) | 5,833 |
| — |
| — |
| (43,717 | ) |
Noncontrolling interests | | | | | |
Earnings from continuing operations attributable to noncontrolling interests | (5,836 | ) | (5,836 | ) | — |
| — |
| — |
|
Loss from discontinued operations attributable to noncontrolling interests | 3 |
| 3 |
| — |
| — |
| — |
|
| (5,833 | ) | (5,833 | ) | — |
| — |
| — |
|
Net loss attributable to Forest City Enterprises, Inc. | $ | (43,717 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (43,717 | ) |
Preferred dividends | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net loss attributable to Forest City Enterprises, Inc. common shareholders | $ | (47,567 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (47,567 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Six Months Ended July 31, 2012 (Unaudited)
|
| | | | | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Revenues from real estate operations | $ | 557,162 |
| $ | 23,752 |
| $ | 195,494 |
| $ | 2,003 |
| $ | 730,907 |
|
Expenses | | | | | |
Operating expenses | 339,838 |
| 17,417 |
| 87,488 |
| 762 |
| 410,671 |
|
Depreciation and amortization | 106,860 |
| 1,996 |
| 38,847 |
| 395 |
| 144,106 |
|
Impairment of real estate | 4,289 |
| — |
| 390 |
| 261 |
| 4,940 |
|
| 450,987 |
| 19,413 |
| 126,725 |
| 1,418 |
| 559,717 |
|
Interest expense | (120,969 | ) | (5,401 | ) | (50,298 | ) | (625 | ) | (166,491 | ) |
Amortization of mortgage procurement costs | (6,547 | ) | (229 | ) | (1,650 | ) | (8 | ) | (7,976 | ) |
Loss on early extinguishment of debt | (719 | ) | (188 | ) | (1,313 | ) | — |
| (1,844 | ) |
Interest and other income | 24,357 |
| 955 |
| 498 |
| — |
| 23,900 |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) |
Net gain on disposition of rental properties | — |
| — |
| 16,107 |
| 7,914 |
| 24,021 |
|
Earnings (loss) before income taxes | (4,161 | ) | 2,983 |
| (9,774 | ) | 7,866 |
| (9,052 | ) |
Income tax expense (benefit) | | | | | |
Current | (24,772 | ) | — |
| — |
| 5,592 |
| (19,180 | ) |
Deferred | 25,273 |
| — |
| — |
| (2,380 | ) | 22,893 |
|
| 501 |
| — |
| — |
| 3,212 |
| 3,713 |
|
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 20,048 |
| 199 |
| (32,113 | ) | — |
| (12,264 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
|
| (21,839 | ) | 199 |
| 9,774 |
| — |
| (12,264 | ) |
Earnings (loss) from continuing operations | (19,735 | ) | 5,884 |
| — |
| 4,654 |
| (20,965 | ) |
Discontinued operations, net of tax: | | | | | |
Operating earnings from rental properties | 414 |
| 5 |
| — |
| (409 | ) | — |
|
Impairment of real estate | (160 | ) | — |
| — |
| 160 |
| — |
|
Gain on disposition of rental properties | 5,370 |
| 965 |
| — |
| (4,405 | ) | — |
|
| 5,624 |
| 970 |
| — |
| (4,654 | ) | — |
|
Net earnings (loss) | (14,111 | ) | 6,854 |
| — |
| — |
| (20,965 | ) |
Noncontrolling interests | | | | | |
Earnings from continuing operations attributable to noncontrolling interests | (5,884 | ) | (5,884 | ) | — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (970 | ) | (970 | ) | — |
| — |
| — |
|
| (6,854 | ) | (6,854 | ) | — |
| — |
| — |
|
Net loss attributable to Forest City Enterprises, Inc. | $ | (20,965 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (20,965 | ) |
Preferred dividends | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) |
Net loss attributable to Forest City Enterprises, Inc. common shareholders | $ | (28,665 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (28,665 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Three Months Ended July 31, 2011 (Unaudited)
|
| | | | | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Revenues from real estate operations | $ | 244,706 |
| $ | 12,179 |
| $ | 94,643 |
| $ | 9,893 |
| $ | 337,063 |
|
Expenses | | | | | |
Operating expenses | 152,756 |
| 7,855 |
| 45,037 |
| 5,413 |
| 195,351 |
|
Depreciation and amortization | 53,434 |
| 1,150 |
| 16,010 |
| 1,321 |
| 69,615 |
|
Impairment of real estate | 235 |
| — |
| — |
| — |
| 235 |
|
| 206,425 |
| 9,005 |
| 61,047 |
| 6,734 |
| 265,201 |
|
Interest expense | (62,995 | ) | (3,523 | ) | (25,183 | ) | (1,214 | ) | (85,869 | ) |
Amortization of mortgage procurement costs | (2,711 | ) | (129 | ) | (734 | ) | (99 | ) | (3,415 | ) |
Loss on early extinguishment of debt | (5,471 | ) | — |
| (2,355 | ) | — |
| (7,826 | ) |
Interest and other income | 15,315 |
| 534 |
| 268 |
| — |
| 15,049 |
|
Net gain on disposition of rental properties | — |
| — |
| — |
| 29,899 |
| 29,899 |
|
Earnings (loss) before income taxes | (17,581 | ) | 56 |
| 5,592 |
| 31,745 |
| 19,700 |
|
Income tax expense (benefit) | | | | | |
Current | (2,138 | ) | — |
| — |
| 2,002 |
| (136 | ) |
Deferred | (3,761 | ) | — |
| — |
| 10,890 |
| 7,129 |
|
| (5,899 | ) | — |
| — |
| 12,892 |
| 6,993 |
|
Equity in earnings (loss) of unconsolidated entities | 2,385 |
| 142 |
| (5,592 | ) | — |
| (3,349 | ) |
Earnings (loss) from continuing operations | (9,297 | ) | 198 |
| — |
| 18,853 |
| 9,358 |
|
Discontinued operations, net of tax: | | | | | |
Operating earnings from rental properties | 1,791 |
| 660 |
| — |
| (1,131 | ) | — |
|
Gain on disposition of rental properties | 99,087 |
| 81,365 |
| — |
| (17,722 | ) | — |
|
| 100,878 |
| 82,025 |
| — |
| (18,853 | ) | — |
|
Net earnings | 91,581 |
| 82,223 |
| — |
| — |
| 9,358 |
|
Noncontrolling interests | | | | | |
Earnings from continuing operations attributable to noncontrolling interests | (198 | ) | (198 | ) | — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (82,025 | ) | (82,025 | ) | — |
| — |
| — |
|
| (82,223 | ) | (82,223 | ) | — |
| — |
| — |
|
Net earnings attributable to Forest City Enterprises, Inc. | $ | 9,358 |
| $ | — |
| $ | — |
| $ | — |
| $ | 9,358 |
|
Preferred dividends | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net earnings attributable to Forest City Enterprises, Inc. common shareholders | $ | 5,508 |
| $ | — |
| $ | — |
| $ | — |
| $ | 5,508 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Six Months Ended July 31, 2011 (Unaudited)
|
| | | | | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Revenues from real estate operations | $ | 548,043 |
| $ | 24,677 |
| $ | 177,357 |
| $ | 19,988 |
| $ | 720,711 |
|
Expenses | | | | | |
Operating expenses | 313,113 |
| 15,255 |
| 82,721 |
| 12,424 |
| 393,003 |
|
Depreciation and amortization | 109,081 |
| 2,788 |
| 29,700 |
| 3,153 |
| 139,146 |
|
Impairment of real estate | 5,070 |
| — |
| — |
| — |
| 5,070 |
|
| 427,264 |
| 18,043 |
| 112,421 |
| 15,577 |
| 537,219 |
|
Interest expense | (128,900 | ) | (7,355 | ) | (48,290 | ) | (2,726 | ) | (172,561 | ) |
Amortization of mortgage procurement costs | (5,589 | ) | (259 | ) | (1,352 | ) | (365 | ) | (7,047 | ) |
Loss on early extinguishment of debt | (5,767 | ) | (4 | ) | (2,355 | ) | — |
| (8,118 | ) |
Interest and other income | 30,822 |
| 394 |
| 385 |
| — |
| 30,813 |
|
Net gain on disposition of rental properties and partial interests in rental properties | 9,561 |
| — |
| 12,567 |
| 39,937 |
| 62,065 |
|
Earnings (loss) before income taxes | 20,906 |
| (590 | ) | 25,891 |
| 41,257 |
| 88,644 |
|
Income tax expense (benefit) | | | | | |
Current | 15,460 |
| — |
| — |
| 2,615 |
| 18,075 |
|
Deferred | (3,619 | ) | — |
| — |
| 14,785 |
| 11,166 |
|
| 11,841 |
| — |
| — |
| 17,400 |
| 29,241 |
|
Equity in earnings (loss) of unconsolidated entities | 22,379 |
| 190 |
| (25,891 | ) | — |
| (3,702 | ) |
Earnings (loss) from continuing operations | 31,444 |
| (400 | ) | — |
| 23,857 |
| 55,701 |
|
Discontinued operations, net of tax: | | | | | |
Operating earnings from rental properties | 2,804 |
| 1,995 |
| — |
| (809 | ) | — |
|
Gain on disposition of rental properties | 104,806 |
| 81,758 |
| — |
| (23,048 | ) | — |
|
| 107,610 |
| 83,753 |
| — |
| (23,857 | ) | — |
|
Net earnings | 139,054 |
| 83,353 |
| — |
| — |
| 55,701 |
|
Noncontrolling interests | | | | | |
Loss from continuing operations attributable to noncontrolling interests | 400 |
| 400 |
| — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (83,753 | ) | (83,753 | ) | — |
| — |
| — |
|
| (83,353 | ) | (83,353 | ) | — |
| — |
| — |
|
Net earnings attributable to Forest City Enterprises, Inc. | $ | 55,701 |
| $ | — |
| $ | — |
| $ | — |
| $ | 55,701 |
|
Preferred dividends | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) |
Net earnings attributable to Forest City Enterprises, Inc. common shareholders | $ | 48,001 |
| $ | — |
| $ | — |
| $ | — |
| $ | 48,001 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Net Asset Value Components – July 31, 2012
The “Net Asset Value Components” table below represents components of our business relevant to calculate Net Asset Value (“NAV”), a non-GAAP measure. There is no directly comparable GAAP financial measure to NAV. We consider NAV to be a useful supplemental measure which assists both management and investors to estimate the fair value of our Company. The calculation of the net asset value involves significant estimates and can be calculated using various methods. Each individual investor must determine the specific methodology, assumptions and estimates to use to arrive at an estimated NAV of the Company.
The components of NAV do not consider the potential changes in rental and fee income streams, or development platform. The components include non-GAAP financial measures, such as NOI and information related to our rental properties business prepared using the pro-rata consolidation method. Although these measures are not presented in accordance with GAAP, investors can use these non-GAAP measures as supplementary information to evaluate our business. The non-GAAP measures presented are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.
|
| | | | | | | | | | | | | | | | | | | |
Net Asset Value Components - July 31, 2012 |
Completed Rental Properties (“CRP”) |
| Q2 2012 | | Annualized | | Net Stabilized | | Annualized | | Nonrecourse |
(Dollars in millions at pro-rata) | NOI (1) | | NOI (2) | | Adjustments (3) | | Stabilized NOI | | Debt (4) |
| | | A | | B | | =A+B | | |
Commercial Real Estate | | | | | | | | | |
Retail | $ | 58.8 |
| | $ | 235.2 |
| | $ | (4.6 | ) | | $ | 230.6 |
| | (2,682.2 | ) |
Office | 63.6 |
| | 254.4 |
| | 0.2 |
| | 254.6 |
| | (2,296.5 | ) |
Other | (4.3 | ) | | (17.2 | ) | | 15.1 |
| | (2.1 | ) | | |
Total Commercial Real Estate | $ | 118.1 |
| | $ | 472.4 |
| | $ | 10.7 |
| | $ | 483.1 |
| | (4,978.7 | ) |
Residential Real Estate | | | | | | | | | |
Apartments | $ | 35.5 |
| | $ | 142.0 |
| | $ | 6.9 |
| | $ | 148.9 |
| | (1,963.2 | ) |
Subsidized Senior Housing (5) | 4.5 |
| | 18.0 |
| | — |
| | 18.0 |
| | |
Military Housing | 7.1 |
| | 28.4 |
| | (13.4 | ) | | 15.0 |
| | |
Other | (3.1 | ) | | (12.4 | ) | | — |
| | (12.4 | ) | | |
Total Residential Real Estate | $ | 44.0 |
| | $ | 176.0 |
| | $ | (6.5 | ) | | $ | 169.5 |
| | (1,963.2 | ) |
Total Rental Properties | $ | 162.1 |
| | $ | 648.4 |
| | $ | 4.2 |
| | $ | 652.6 |
| | (6,941.9 | ) |
Development Pipeline Debt Adj. NET (6) | | | | | | | | | 596.0 |
|
Adjusted Total Rental Properties | $ | 162.1 |
| | $ | 648.4 |
| | $ | 4.2 |
| | $ | 652.6 |
| | (6,345.9 | ) |
Development Pipeline |
| | | | | | | Book Value | | Nonrecourse Debt |
Westchester's Ridge Hill (Adjusted for amounts included in CRP) (6) | | | | | | $ | 586.3 |
| | $ | (327.4 | ) |
8 Spruce Street (Adjusted for amounts included in CRP) (6) | | | | | | | 451.7 |
| | (268.6 | ) |
Total development pipeline adjustments | | | | | | | 1,038.0 |
| | (596.0 | ) |
Projects under construction (4) | | | | | | | 754.2 |
| | (338.5 | ) |
Adjusted projects under construction | | | | | | | $ | 1,792.2 |
| | $ | (934.5 | ) |
Projects under development (4) | | | | | | | $ | 939.8 |
| | $ | (190.5 | ) |
Land held for development and sale (4) | | | | | | | $ | 69.7 |
| | $ | (8.5 | ) |
Other Tangible Assets |
| | | | | | | Book Value (4) | | Nonrecourse |
| | | | | | | | Debt (4) |
Cash and equivalents | | | | | | | $ | 280.5 |
| | |
Restricted cash and escrowed funds | | | | | | | $ | 387.6 |
| | |
Notes and accounts receivable, net (7) | | | | | | | $ | 406.3 |
| | |
Net investments and advances to unconsolidated entities | | | | | | | $ | 182.8 |
| | |
Prepaid expenses and other deferred costs, net | | | | | | | $ | 227.7 |
| | |
Land held for divestiture | | | | | | | $ | 48.8 |
| | $ | (38.5 | ) |
Recourse Debt and Other Liabilities |
| | | | | | | Book Value (4) | | |
Bank revolving credit facility | | | | | | | $ | — |
| | |
Senior and subordinated debt | | | | | | | $ | (1,157.7 | ) | | |
Less: convertible debt | | | | | | | $ | 599.3 |
| | |
Less: escrowed funds for 2015 senior note redemption | | | | | | | $ | 125.0 |
| | |
Construction payables | | | | | | | $ | (141.3 | ) | | |
Operating accounts payable and accrued expenses (8) | | | | | | $ | (695.8 | ) | | |
Weighted Average Shares Outstanding - Diluted |
Number of shares for the three months ended July 31, 2012 (In millions) | | 221.9 |
| | |
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Net Asset Value Components – July 31, 2012 (continued)
| |
(1) | Pro-rata Q2 2012 NOI is reconciled to NOI at full consolidation by Product Group for the three months ended July 31, 2012 in the Supplemental Operating Information section of this supplemental package. Write-offs of abandoned development projects of $12.9 million and tax credit income of $8.0 million have been excluded from the appropriate real estate groups from total NOI used in the Net Asset Value Component schedule. |
| |
(2) | Pro-rata annualized NOI is calculated by taking the Q2 2012 NOI times a multiple of four. |
| |
(3) | The net stabilized adjustments column represents net adjustments required to arrive at a fully stabilized NOI for those properties currently in initial lease up periods, net of the removal of partial period NOI for recently sold properties. For those properties currently in initial lease up periods we have included stabilization adjustments as follows: |
| |
a) | NOI for The Aster Town Center is reflected at 5% of the pro-rata cost disclosed in our Development Pipeline disclosure. This assumption does not reflect Forest City’s anticipated NOI, but rather is used in order to establish a hypothetical basis for valuation of lease up properties. See note 6, which describes the treatment of Westchester’s Ridge Hill and 8 Spruce Street. |
| |
b) | At the conclusion of the initial development period at each of our military housing communities, we estimate the ongoing property management fees, net of operating expenses, to be $15.0 million. |
The net stabilized adjustments are not comparable to any GAAP measure and therefore do not have a reconciliation to the nearest comparable GAAP measure.
| |
(4) | Amounts are derived from the respective pro-rata balance sheet line item as of July 31, 2012 and are reconciled to their GAAP equivalents in the Selected Financial Information section of this supplemental package. |
| |
(5) | Represents limited-distribution subsidized senior housing properties. |
| |
(6) | Westchester’s Ridge Hill and 8 Spruce Street have their assets shown in the Development Pipeline section of the model. Westchester’s Ridge Hill, as of July 31, 2012, had $586.3 million of costs incurred at pro-rata consolidation and $327.4 million of mortgage debt at pro-rata consolidation which were transferred to CRP. 8 Spruce Street, as of July 31, 2012, had $451.7 million of costs incurred at pro-rata consolidation and $268.6 million of mortgage debt at pro-rata consolidation which were transferred to CRP. In order to account for the phased openings of Westchester’s Ridge Hill and 8 Spruce Street as NAV components we have made the following adjustments: |
| |
a) | All costs and associated debt for Westchester’s Ridge Hill and 8 Spruce Street for purposes exclusive to this disclosure are accounted for as a component of “Adjusted Projects Under Construction” in the Development Pipeline section of this schedule. Accordingly, all NOI, through the net stabilized adjustments column for the appropriate product types, and debt have been removed from the CRP section of the NAV schedule. The debt amounts removed from CRP and added to the Development Pipeline represent only the amounts recorded in CRP based on the proportion open and ready for occupancy and do not reflect the total debt outstanding for these projects, some of which is already included in the Development Pipeline. |
| |
(7) | Includes $161.7 million of straight-line rent receivable (net of $15.7 million of allowance for doubtful accounts). |
| |
(8) | Includes $36.3 million of straight-line rent payable. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Occupancy Data - July 31, 2012 and 2011
Retail and office occupancy is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date for retail and office is calculated by dividing the sum of leased square feet at the beginning and end of the period by two. Residential occupancy represents total units occupied divided by total units available. Average Occupancy for residential is calculated by dividing gross potential rent less vacancy by gross potential rent.
We analyze our occupancy percentages by each of our major product lines as follows:
|
| | | | | | | | | | |
| Occupancy As of July 31, 2012 | | Average Occupancy Year-to-Date July 31, 2012 | Occupancy As of July 31, 2011 | | Average Occupancy Year-to-Date July 31, 2011 |
Retail | | | | | | |
Comparable | 91.6 | % | | 91.4 | % | 91.2 | % | | 91.4 | % |
Total | 89.3 | % | | 89.1 | % | 90.4 | % | | 90.8 | % |
Office | | | | | | |
Comparable | 91.4 | % | | 91.0 | % | 91.1 | % | | 90.3 | % |
Total | 90.1 | % | | 89.6 | % | 88.8 | % | | 88.3 | % |
Residential (1) | | | | | | |
Comparable | 94.2 | % | | 94.8 | % | 93.6 | % | | 94.5 | % |
Total | 93.9 | % | | 94.5 | % | 93.0 | % | | 91.7 | % |
The graph below provides comparable occupancy as reported in previous quarters. These amounts may differ from above because the properties that qualify as comparable change from period to period.
(1)Excludes military and limited-distribution subsidized senior housing units.
(2)Represents Comparable Occupancy for Retail and Office as of the applicable date and Comparable Average Occupancy Year-to-Date for Residential.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Retail Sales Data
The following graphs provide current and historical retail sales for small shop inline tenants at our regional malls. We believe this data allows investors to better understand the productivity of our tenants.
The graph below represents regional mall sales for tenants that are open and operating for the duration of each rolling 12-month period presented. Those tenants that have begun and/or ceased operations in the periods shown are not included.
The graph below represents regional mall sales for all tenants that are open and operating for the duration of each comparable period presented. Those tenants that have begun and/or ceased operations in the periods shown are not included.
| |
(1) | All sales data is derived from schedules provided by our tenants and is not subject to the same internal control and verification procedures that are applied to the other data supplied in the Company’s supplemental package. In addition, the data is presented on a one-month lag to be consistent with the calendar year end of our tenants. ![](https://capedge.com/proxy/8-K/0000038067-12-000009/retailsales.jpg) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Leasing Summary
Retail Centers
The following tables represent those new leases and gross leasable area (“GLA”) signed on the same space in which there was a former tenant and existing tenant renewals.
Regional Malls
|
| | | | | | | | | | | | | | | | | |
Quarter | Number of Leases Signed | | GLA Signed | | Contractual Rent Per Square Foot (1)(2) | | Prior Rent Per Square Foot (1)(2) | | Cash Basis % Change over Prior Rent | |
3rd Quarter 2011 | 48 |
| | 162,170 |
| | $ | 49.53 |
| | $ | 45.43 |
| | 9.0 | % | |
4th Quarter 2011 | 59 |
| | 149,030 |
| | $ | 60.95 |
| | $ | 55.35 |
| | 10.1 | % | |
1st Quarter 2012 | 38 |
| | 88,993 |
| | $ | 58.67 |
| | $ | 53.37 |
| | 9.9 | % | |
2nd Quarter 2012 | 28 |
| | 81,774 |
| | $ | 53.36 |
| | $ | 48.96 |
| | 9.0 | % | |
Total | 173 |
| | 481,967 |
| | $ | 55.37 |
| | $ | 50.56 |
| | 9.5 | % | |
| | | | | | | | | | |
Specialty Retail Centers
|
| | | | | | | | | | | | | | | | | |
Quarter | Number of Leases Signed | | GLA Signed | | Contractual Rent Per Square Foot (1)(2) | | Prior Rent Per Square Foot (1)(2) | | Cash Basis % Change over Prior Rent | |
3rd Quarter 2011 | 10 |
| | 34,385 |
| | $ | 62.29 |
| | $ | 56.11 |
| | 11.0 | % | |
4th Quarter 2011 | 9 |
| | 83,671 |
| | $ | 31.12 |
| | $ | 27.86 |
| | 11.7 | % | |
1st Quarter 2012 | 7 |
| | 29,117 |
| | $ | 41.95 |
| | $ | 41.56 |
| | 0.9 | % | |
2nd Quarter 2012 | 8 |
| | 35,234 |
| | $ | 21.40 |
| | $ | 21.77 |
| | (1.7 | )% | |
Total | 34 |
| | 182,407 |
| | $ | 36.85 |
| | $ | 34.20 |
| | 7.7 | % | |
| | | | | | | | | | |
Office Buildings
The following table represents all new leases compared to terms of all expired leases in our office portfolio over the past 12 months.
Office Buildings
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Leases Signed | | Number of Leases Expired | | GLA Signed | | GLA Expired | | Contractual Rent Per Square Foot (2) | | Expiring Rent Per Square Foot (2) | | Cash Basis % Change over Prior Rent | |
3rd Quarter 2011 | 33 |
| | 27 |
| | 178,838 |
| | 178,598 |
| | $ | 26.20 |
| | $ | 29.22 |
| | (10.3 | )% | |
4th Quarter 2011 | 46 |
| | 33 |
| | 703,488 |
| | 683,121 |
| | $ | 30.13 |
| | $ | 27.86 |
| | 8.1 | % | |
1st Quarter 2012 | 38 |
| | 28 |
| | 340,382 |
| | 239,112 |
| | $ | 27.40 |
| | $ | 28.01 |
| | (2.2 | )% | |
2nd Quarter 2012 | 28 |
| | 20 |
| | 132,835 |
| | 96,046 |
| | $ | 20.13 |
| | $ | 18.66 |
| | 7.9 | % | |
Total | 145 |
| | 108 |
| | 1,355,543 |
| | 1,196,877 |
| | $ | 27.95 |
| | $ | 27.36 |
| | 2.2 | % | |
| | | | | | | | | | | | | | |
Office Buildings by Product in Core and Non-Core Markets
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Leases Signed | | Number of Leases Expired | | GLA Signed | | GLA Expired | | Contractual Rent Per Square Foot (2) | | Expiring Rent Per Square Foot (2) | | Cash Basis % Change over Prior Rent | |
Products: | | | | | | | | | | | | |
|
| |
Life Science Office | 22 |
| | 14 |
| | 278,037 |
| | 267,384 |
| | $ | 47.64 |
| | $ | 46.00 |
| | 3.6 | % | |
Other Office | 61 |
| | 47 |
| | 381,798 |
| | 277,009 |
| | $ | 27.40 |
| | $ | 27.51 |
| | (0.4 | )% | |
Total Office in Core Markets | 83 |
| | 61 |
| | 659,835 |
| | 544,393 |
| | $ | 35.93 |
| | $ | 36.59 |
| | (1.8 | )% | |
Office in Non-Core Markets | 62 |
| | 47 |
| | 695,708 |
| | 652,484 |
| | $ | 20.37 |
| | $ | 19.66 |
| | 3.6 | % | |
Total | 145 |
| | 108 |
| | 1,355,543 |
| | 1,196,877 |
| | $ | 27.95 |
| | $ | 27.36 |
| | 2.2 | % | |
| | | | | | | | | | | | | | |
| |
(1) | Retail contractual rent per square foot includes base rent and fixed additional charges for marketing/promotional charges and common area maintenance. |
| |
(2) | For all new leases, contractual rent per square foot is the new base rate as of rental commencement. For all expiring leases, contractual rent per square foot is the base rate at the time of expiration, plus any applicable escalations. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Apartment Communities
The following tables present leasing information of our Apartment Communities for the various periods presented.
|
| | | | | | | | | | | | | | | | | | |
Quarterly Comparison | | | Monthly Average Residential Rental Rates (2) | | Average Residential Occupancy |
| Leasable Units at | | Three Months Ended July 31, | | | Quarter-to-Date July 31, | |
Comparable Apartment Communities (1) | Pro-Rata % | | 2012 | 2011 | % Change | | 2012 | 2011 | % Change |
Core Markets | 8,009 |
| | $ | 1,563 |
| $ | 1,481 |
| 5.5 | % | | 95.2 | % | 94.4 | % | 0.8 | % |
Non-Core Markets | 9,103 |
| | $ | 869 |
| $ | 839 |
| 3.6 | % | | 94.0 | % | 94.3 | % | (0.3 | )% |
Total Comparable Apartments | 17,112 |
| | $ | 1,194 |
| $ | 1,139 |
| 4.8 | % | | 94.7 | % | 94.4 | % | 0.3 | % |
|
| | | | | | | | | | | | | | | | | | |
Year-to-Date Comparison | | | Monthly Average Residential Rental Rates (2) | | Average Residential Occupancy |
| Leasable Units at | | Six Months Ended July 31, | | | Year-to-Date July 31, | |
Comparable Apartment Communities (1) | Pro-Rata % | | 2012 | 2011 | % Change | | 2012 | 2011 | % Change |
Core Markets | 8,009 |
| | $ | 1,551 |
| $ | 1,469 |
| 5.6 | % | | 95.4 | % | 94.7 | % | 0.7 | % |
Non-Core Markets | 9,103 |
| | $ | 865 |
| $ | 833 |
| 3.8 | % | | 93.7 | % | 94.3 | % | (0.6 | )% |
Total Comparable Apartments | 17,112 |
| | $ | 1,186 |
| $ | 1,131 |
| 4.9 | % | | 94.8 | % | 94.5 | % | 0.3 | % |
|
| | | | | | | | | | | | | | | | | | |
Sequential Quarter Comparison | | | Monthly Average Residential Rental Rates (2) | | Average Residential Occupancy |
| Leasable | | Three Months Ended | | | Quarter-to-Date | |
| Units | | July 31, | April 30, | | | July 31, | April 30, | |
Comparable Apartment Communities (1) | Pro-Rata % | | 2012 | 2012 (3) | % Change | | 2012 | 2012 (3) | % Change |
Core Markets | 8,170 |
| | $ | 1,597 |
| $ | 1,568 |
| 1.8 | % | | 95.2 | % | 95.3 | % | (0.1 | )% |
Non-Core Markets | 9,425 |
| | $ | 963 |
| $ | 959 |
| 0.4 | % | | 93.8 | % | 93.0 | % | 0.8 | % |
Total Comparable Apartments | 17,595 |
| | $ | 1,257 |
| $ | 1,242 |
| 1.2 | % | | 94.6 | % | 94.4 | % | 0.2 | % |
| |
(1) | Includes apartment communities completely opened and operated in the periods presented. Excludes all military and limited-distribution subsidized senior housing units. These apartment communities include units leased at affordable apartment rates which provide a discount from average market rental rates. For the three and six months ended July 31, 2012, 22.5% of leasable units in core markets and 1.7% of leasable units in non-core markets were deemed affordable housing. |
| |
(2) | Represents gross potential rent less concessions. |
| |
(3) | These amounts may differ from data as reported in previous quarter because the properties that qualify as comparable change from period to period. |
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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Comparable NOI is defined as NOI from properties opened and operated in the three and six months ended July 31, 2012 and 2011. The schedules below present Pro-Rata Comparable NOI for the three and six months ended July 31, 2012 and 2011.
Comparable Net Operating Income (% change over same period prior year)
|
| | | | | |
| Three Months Ended | | Six Months Ended |
| July 31, 2012 | | July 31, 2012 |
Retail | 1.3 | % | | 1.9 | % |
Office | 5.4 | % | | 4.7 | % |
Residential | 10.3 | % | | 10.3 | % |
Total | 5.0 | % | | 4.8 | % |
The tables below provide the percentage change of Comparable NOI as reported in previous quarters. GAAP reconciliations for previous quarters can be found in prior supplemental packages.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarterly Historical Trends | | | | | Annual Historical Trends | | |
| | | | | | |
| Three Months Ended | | | | Years Ended | |
| July 31, 2012 | | April 30, 2012 | | January 31, 2012 | | October 31, 2011 | | July 31, 2011 | | | | January 31, 2012 | | January 31, 2011 | | January 31, 2010 | |
Retail | 1.3 | % | | 3.0 | % | | 4.7 | % | | (1.5 | )% | | 1.6 | % | | | Retail | 2.6 | % | | 2.2 | % | | (3.9 | )% | |
Office | 5.4 | % | | 3.2 | % | | 0.5 | % | | (7.6 | )% | | 3.1 | % | | | Office | (2.6 | )% | | 2.1 | % | | 5.4 | % | |
Residential | 10.3 | % | | 11.0 | % | | 11.9 | % | | 12.0 | % | | 3.1 | % | | | Residential | 7.3 | % | | 4.3 | % | | (3.9 | )% | |
Total | 5.0 | % | | 4.8 | % | | 4.6 | % | | (1.4 | )% | | 2.6 | % | | | Total | 1.4 | % | | 2.5 | % | | (0.7 | )% | |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Operating Income (dollars in thousands) |
| Three Months Ended July 31, 2012 | | Three Months Ended July 31, 2011 | % Change |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | Full Consolidation (GAAP) | Pro-Rata Consolidation (Non-GAAP) |
Commercial Group | | | | | | | | | | | |
Retail | | | | | | | | | | | |
Comparable | $ | 57,334 |
| $ | 1,668 |
| $ | — |
| $ | 55,666 |
| | $ | 56,582 |
| $ | 1,641 |
| $ | — |
| $ | 54,941 |
| 1.3 | % | 1.3 | % |
Total | 60,846 |
| 2,079 |
| 54 |
| 58,821 |
| | 59,486 |
| 2,450 |
| 488 |
| 57,524 |
| | |
Office Buildings | | | | | | | | | | | |
Comparable | 65,003 |
| 2,078 |
| — |
| 62,925 |
| | 60,840 |
| 1,167 |
| — |
| 59,673 |
| 6.8 | % | 5.4 | % |
Total | 65,600 |
| 2,024 |
| — |
| 63,576 |
| | 67,676 |
| 1,646 |
| 738 |
| 66,768 |
| | |
Hotels | 3,712 |
| — |
| — |
| 3,712 |
| | 3,671 |
| — |
| 2,589 |
| 6,260 |
| | |
Land Sales | 14 |
| — |
| — |
| 14 |
| | 773 |
| — |
| — |
| 773 |
| | |
Other (1) | (17,442 | ) | (2,476 | ) | — |
| (14,966 | ) | | (2,959 | ) | (533 | ) | — |
| (2,426 | ) | | |
Total Commercial Group | | | | | | | | | | | |
Comparable | 122,337 |
| 3,746 |
| — |
| 118,591 |
| | 117,422 |
| 2,808 |
| — |
| 114,614 |
| 4.2 | % | 3.5 | % |
Total | 112,730 |
| 1,627 |
| 54 |
| 111,157 |
| | 128,647 |
| 3,563 |
| 3,815 |
| 128,899 |
| | |
Residential Group | | | | | | | | | | | |
Apartments | | | | | | | | | | | |
Comparable | 36,115 |
| 718 |
| — |
| 35,397 |
| | 32,611 |
| 521 |
| — |
| 32,090 |
| 10.7 | % | 10.3 | % |
Total | 35,788 |
| 791 |
| 478 |
| 35,475 |
| | 31,553 |
| 753 |
| 449 |
| 31,249 |
| | |
Subsidized Senior Housing | 4,712 |
| 165 |
| — |
| 4,547 |
| | 4,017 |
| 154 |
| — |
| 3,863 |
| | |
Military Housing | 7,121 |
| 49 |
| — |
| 7,072 |
| | 5,199 |
| 238 |
| — |
| 4,961 |
| | |
Other (1) | (881 | ) | 142 |
| — |
| (1,023 | ) | | (28 | ) | 134 |
| — |
| (162 | ) | | |
Total Residential Group | | | | | | | | | | | |
Comparable | 36,115 |
| 718 |
| — |
| 35,397 |
| | 32,611 |
| 521 |
| — |
| 32,090 |
| 10.7 | % | 10.3 | % |
Total | 46,740 |
| 1,147 |
| 478 |
| 46,071 |
| | 40,741 |
| 1,279 |
| 449 |
| 39,911 |
| | |
Total Rental Properties | | | | | | | | | | | |
Comparable | 158,452 |
| 4,464 |
| — |
| 153,988 |
| | 150,033 |
| 3,329 |
| — |
| 146,704 |
| 5.6 | % | 5.0 | % |
Total | 159,470 |
| 2,774 |
| 532 |
| 157,228 |
| | 169,388 |
| 4,842 |
| 4,264 |
| 168,810 |
| | |
Land Development Group | 6,394 |
| 715 |
| — |
| 5,679 |
| | 643 |
| 158 |
| — |
| 485 |
| | |
The Nets | (8,272 | ) | — |
| — |
| (8,272 | ) | | (3,382 | ) | — |
| — |
| (3,382 | ) | | |
Corporate Activities | (13,848 | ) | — |
| — |
| (13,848 | ) | | (10,104 | ) | — |
| — |
| (10,104 | ) | | |
Grand Total | $ | 143,744 |
| $ | 3,489 |
| $ | 532 |
| $ | 140,787 |
| | $ | 156,545 |
| $ | 5,000 |
| $ | 4,264 |
| $ | 155,809 |
| | |
| |
(1) | Includes write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income. Additionally, non-capitalizable marketing/promotional costs associated with Barclays Center are included in the Commercial Group. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Operating Income (dollars in thousands) |
| Six Months Ended July 31, 2012 | | Six Months Ended July 31, 2011 | % Change |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | Full Consolidation (GAAP) | Pro-Rata Consolidation (Non-GAAP) |
Commercial Group | | | | | | | | | | | |
Retail | | | | | | | | | | | |
Comparable | $ | 115,735 |
| $ | 3,442 |
| $ | — |
| $ | 112,293 |
| | $ | 113,600 |
| $ | 3,364 |
| $ | — |
| $ | 110,236 |
| 1.9 | % | 1.9 | % |
Total | 121,673 |
| 4,155 |
| 294 |
| 117,812 |
| | 126,187 |
| 5,289 |
| 1,130 |
| 122,028 |
| | |
Office Buildings | | | | | | | | | | | |
Comparable | 129,309 |
| 4,333 |
| — |
| 124,976 |
| | 122,630 |
| 3,219 |
| — |
| 119,411 |
| 5.4 | % | 4.7 | % |
Total | 130,780 |
| 4,431 |
| — |
| 126,349 |
| | 128,823 |
| 3,669 |
| 2,873 |
| 128,027 |
| | |
Hotels | 4,809 |
| — |
| — |
| 4,809 |
| | 4,627 |
| — |
| 2,142 |
| 6,769 |
| | |
Land Sales (1) | 36,498 |
| — |
| — |
| 36,498 |
| | 43,357 |
| (782 | ) | — |
| 44,139 |
| | |
Other (2) | (26,811 | ) | (4,486 | ) | — |
| (22,325 | ) | | (1,391 | ) | (583 | ) | — |
| (808 | ) | | |
Total Commercial Group | | | | | | | | | | | |
Comparable | 245,044 |
| 7,775 |
| — |
| 237,269 |
| | 236,230 |
| 6,583 |
| — |
| 229,647 |
| 3.7 | % | 3.3 | % |
Total | 266,949 |
| 4,100 |
| 294 |
| 263,143 |
| | 301,603 |
| 7,593 |
| 6,145 |
| 300,155 |
| | |
Residential Group | | | | | | | | | | | |
Apartments | | | | | | | | | | | |
Comparable | 71,375 |
| 1,353 |
| — |
| 70,022 |
| | 64,645 |
| 1,157 |
| — |
| 63,488 |
| 10.4 | % | 10.3 | % |
Total | 74,297 |
| 1,598 |
| 944 |
| 73,643 |
| | 62,716 |
| 1,197 |
| 867 |
| 62,386 |
| | |
Subsidized Senior Housing | 9,111 |
| 204 |
| — |
| 8,907 |
| | 7,983 |
| 251 |
| — |
| 7,732 |
| | |
Military Housing | 14,663 |
| 244 |
| — |
| 14,419 |
| | 11,167 |
| 238 |
| — |
| 10,929 |
| | |
Land Sales | — |
| — |
| — |
| — |
| | 158 |
| 16 |
| — |
| 142 |
| | |
Other (2) | (4,079 | ) | 285 |
| — |
| (4,364 | ) | | 69 |
| 277 |
| — |
| (208 | ) | | |
Total Residential Group | | | | | | | | | | | |
Comparable | 71,375 |
| 1,353 |
| — |
| 70,022 |
| | 64,645 |
| 1,157 |
| — |
| 63,488 |
| 10.4 | % | 10.3 | % |
Total | 93,992 |
| 2,331 |
| 944 |
| 92,605 |
| | 82,093 |
| 1,979 |
| 867 |
| 80,981 |
| | |
Total Rental Properties | | | | | | | | | | | |
Comparable | 316,419 |
| 9,128 |
| — |
| 307,291 |
| | 300,875 |
| 7,740 |
| — |
| 293,135 |
| 5.2 | % | 4.8 | % |
Total | 360,941 |
| 6,431 |
| 1,238 |
| 355,748 |
| | 383,696 |
| 9,572 |
| 7,012 |
| 381,136 |
| | |
Land Development Group | 9,469 |
| 1,058 |
| — |
| 8,411 |
| | 2,894 |
| 434 |
| — |
| 2,460 |
| | |
The Nets | (15,230 | ) | — |
| — |
| (15,230 | ) | | (3,686 | ) | — |
| — |
| (3,686 | ) | | |
Corporate Activities | (26,863 | ) | — |
| — |
| (26,863 | ) | | (25,035 | ) | — |
| — |
| (25,035 | ) | | |
Grand Total | $ | 328,317 |
| $ | 7,489 |
| $ | 1,238 |
| $ | 322,066 |
| | $ | 357,869 |
| $ | 10,006 |
| $ | 7,012 |
| $ | 354,875 |
| | |
| |
(1) | Includes $36,484 and $42,622 of NOI generated from the casino land sale at full and pro-rata consolidation for the six months ended July 31, 2012 and 2011, respectively. |
| |
(2) | Includes write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income. Additionally, non-capitalizable marketing/promotional costs associated with Barclays Center are included in the Commercial Group. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Net Operating Income by Product Type
Pro-Rata Consolidation (dollars in thousands)
Six Months Ended July 31, 2012 Six Months Ended July 31, 2011![](https://capedge.com/proxy/8-K/0000038067-12-000009/productpie.jpg)
|
| | | | | | | | |
NOI by Product Type | $ | 354,364 |
| | NOI by Product Type | $ | 341,990 |
|
Casino Land Sale | 36,484 |
| | Casino Land Sale | 42,622 |
|
The Nets | (15,230 | ) | | The Nets | (3,686 | ) |
Corporate Activities | (26,863 | ) | | Corporate Activities | (25,035 | ) |
Other (2) | (26,689 | ) | | Other (2) | (1,016 | ) |
Grand Total NOI | $ | 322,066 |
| | Grand Total NOI | $ | 354,875 |
|
| |
(1) | Includes limited-distribution subsidized senior housing. |
| |
(2) | Includes write-offs of abandoned development projects, non-capitalizable development costs, non-capitalizable marketing/promotional costs associated with Barclays Center and unallocated management and service company overhead, net of tax credit income. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Net Operating Income by Core Market
Pro-Rata Consolidation (dollars in thousands)
Six Months Ended July 31, 2012 Six Months Ended July 31, 2011
|
| | | | | | | | |
NOI by Market | $ | 339,945 |
| | NOI by Market | $ | 331,061 |
|
Casino Land Sale | 36,484 |
| | Casino Land Sale | 42,622 |
|
Military Housing | 14,419 |
| | Military Housing | 10,929 |
|
The Nets | (15,230 | ) | | The Nets | (3,686 | ) |
Corporate Activities | (26,863 | ) | | Corporate Activities | (25,035 | ) |
Other (2) | (26,689 | ) | | Other (2) | (1,016 | ) |
Grand Total NOI | $ | 322,066 |
| | Grand Total NOI | $ | 354,875 |
|
| |
(1) | Includes Richmond, Virginia. |
| |
(2) | Includes write-offs of abandoned development projects, non-capitalizable development costs, non-capitalizable marketing/promotional costs associated with Barclays Center and unallocated management and service company overhead, net of tax credit income. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (Loss) (GAAP) (in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, 2012 | | Three Months Ended July 31, 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Net operating income (1) | $ | 143,744 |
| $ | 3,489 |
| $ | — |
| $ | 532 |
| $ | 140,787 |
| | $ | 156,545 |
| $ | 5,000 |
| $ | — |
| $ | 4,264 |
| $ | 155,809 |
|
Interest expense | (62,725 | ) | (2,677 | ) | (23,966 | ) | (256 | ) | (84,270 | ) | | (62,995 | ) | (3,523 | ) | (25,183 | ) | (1,214 | ) | (85,869 | ) |
Interest expense of unconsolidated entities | (23,966 | ) | — |
| 23,966 |
| — |
| — |
| | (25,183 | ) | — |
| 25,183 |
| — |
| — |
|
Loss on early extinguishment of debt | — |
| — |
| (1,313 | ) | — |
| (1,313 | ) | | (5,471 | ) | — |
| (2,355 | ) | — |
| (7,826 | ) |
Loss on early extinguishment of debt of unconsolidated entities | (1,313 | ) | — |
| 1,313 |
| — |
| — |
| | (2,355 | ) | — |
| 2,355 |
| — |
| — |
|
Equity in (earnings) loss of unconsolidated entities, including impairment | 25,612 |
| (169 | ) | (20,034 | ) | — |
| 5,747 |
| | (2,385 | ) | (142 | ) | 5,592 |
| — |
| 3,349 |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
Net gain on disposition of rental properties and partial interests in rental properties | — |
| — |
| 16,107 |
| — |
| 16,107 |
| | — |
| — |
| — |
| 29,899 |
| 29,899 |
|
Gain on disposition of unconsolidated entities | 16,107 |
| — |
| (16,107 | ) | — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | (2,908 | ) | — |
| (390 | ) | (261 | ) | (3,559 | ) | | (235 | ) | — |
| — |
| — |
| (235 | ) |
Impairment of unconsolidated real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
Depreciation and amortization of unconsolidated entities | (20,499 | ) | — |
| 20,499 |
| — |
| — |
| | (16,744 | ) | — |
| 16,744 |
| — |
| — |
|
Depreciation and amortization—Real Estate Groups (a) | (53,655 | ) | (1,039 | ) | (19,686 | ) | (191 | ) | (72,493 | ) | | (52,748 | ) | (1,150 | ) | (16,010 | ) | (1,321 | ) | (68,929 | ) |
Amortization of mortgage procurement costs—Real Estate Groups (b) | (3,682 | ) | (146 | ) | (813 | ) | (4 | ) | (4,353 | ) | | (2,711 | ) | (129 | ) | (734 | ) | (99 | ) | (3,415 | ) |
Straight-line rent adjustment | 3,775 |
| — |
| — |
| — |
| 3,775 |
| | (2,713 | ) | — |
| — |
| 216 |
| (2,497 | ) |
Preference payment | — |
| — |
| — |
| — |
| — |
| | (586 | ) | — |
| — |
| — |
| (586 | ) |
Earnings (loss) before income taxes | (28,245 | ) | 2,965 |
| (20,034 | ) | (180 | ) | (51,424 | ) | | (17,581 | ) | 56 |
| 5,592 |
| 31,745 |
| 19,700 |
|
Income tax benefit (expense) | 9,042 |
| — |
| — |
| 348 |
| 9,390 |
| | 5,899 |
| — |
| — |
| (12,892 | ) | (6,993 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | — |
| — |
| — |
| — |
| — |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 16,275 |
| 169 |
| (21,853 | ) | — |
| (5,747 | ) | | 2,385 |
| 142 |
| (5,592 | ) | — |
| (3,349 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
| (25,612 | ) | 169 |
| 20,034 |
| — |
| (5,747 | ) | | 2,385 |
| 142 |
| (5,592 | ) | — |
| (3,349 | ) |
Earnings (loss) from continuing operations | (38,049 | ) | 5,836 |
| — |
| 168 |
| (43,717 | ) | | (9,297 | ) | 198 |
| — |
| 18,853 |
| 9,358 |
|
Discontinued operations, net of tax | 165 |
| (3 | ) | — |
| (168 | ) | — |
| | 100,878 |
| 82,025 |
| — |
| (18,853 | ) | — |
|
Net earnings (loss) | (37,884 | ) | 5,833 |
| — |
| — |
| (43,717 | ) | | 91,581 |
| 82,223 |
| — |
| — |
| 9,358 |
|
Noncontrolling interests | | | | | | | | | | | |
Earnings from continuing operations attributable to noncontrolling interests | (5,836 | ) | (5,836 | ) | — |
| — |
| — |
| | (198 | ) | (198 | ) | — |
| — |
| — |
|
(Earnings) loss from discontinued operations attributable to noncontrolling interests | 3 |
| 3 |
| — |
| — |
| — |
| | (82,025 | ) | (82,025 | ) | — |
| — |
| — |
|
Noncontrolling interests | (5,833 | ) | (5,833 | ) | — |
| — |
| — |
| | (82,223 | ) | (82,223 | ) | — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (43,717 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (43,717 | ) | | $ | 9,358 |
| $ | — |
| $ | — |
| $ | — |
| $ | 9,358 |
|
Preferred dividends | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) | | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (47,567 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (47,567 | ) | | $ | 5,508 |
| $ | — |
| $ | — |
| $ | — |
| $ | 5,508 |
|
(a) Depreciation and amortization - Real Estate Groups | $ | 53,655 |
| $ | 1,039 |
| $ | 19,686 |
| $ | 191 |
| $ | 72,493 |
| | $ | 52,748 |
| $ | 1,150 |
| $ | 16,010 |
| $ | 1,321 |
| $ | 68,929 |
|
Depreciation and amortization - Non-Real Estate | 576 |
| — |
| — |
| — |
| 576 |
| | 686 |
| — |
| — |
| — |
| 686 |
|
Total depreciation and amortization | $ | 54,231 |
| $ | 1,039 |
| $ | 19,686 |
| $ | 191 |
| $ | 73,069 |
| | $ | 53,434 |
| $ | 1,150 |
| $ | 16,010 |
| $ | 1,321 |
| $ | 69,615 |
|
(b) Amortization of mortgage procurement costs - Real Estate Groups | $ | 3,682 |
| $ | 146 |
| $ | 813 |
| $ | 4 |
| $ | 4,353 |
| | $ | 2,711 |
| $ | 129 |
| $ | 734 |
| $ | 99 |
| $ | 3,415 |
|
(1) For component detail of NOI by segment, see the Summary of FFO schedules for the three and six months ended July 31, 2012 and 2011, included elsewhere in this supplemental package.
Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (Loss) (GAAP) (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended July 31, 2012 | | Six Months Ended July 31, 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Net operating income (1) | $ | 328,317 |
| $ | 7,489 |
| $ | — |
| $ | 1,238 |
| $ | 322,066 |
| | $ | 357,869 |
| $ | 10,006 |
| $ | — |
| $ | 7,012 |
| $ | 354,875 |
|
Interest expense | (120,969 | ) | (5,401 | ) | (50,298 | ) | (625 | ) | (166,491 | ) | | (128,900 | ) | (7,355 | ) | (48,290 | ) | (2,726 | ) | (172,561 | ) |
Interest expense of unconsolidated entities | (50,298 | ) | — |
| 50,298 |
| — |
| — |
| | (48,290 | ) | — |
| 48,290 |
| — |
| — |
|
Loss on early extinguishment of debt | (719 | ) | (188 | ) | (1,313 | ) | — |
| (1,844 | ) | | (5,767 | ) | (4 | ) | (2,355 | ) | — |
| (8,118 | ) |
Loss on early extinguishment of debt of unconsolidated entities | (1,313 | ) | — |
| 1,313 |
| — |
| — |
| | (2,355 | ) | — |
| 2,355 |
| — |
| — |
|
Equity in (earnings) loss of unconsolidated entities, including impairment | 21,839 |
| (199 | ) | (9,774 | ) | — |
| 12,264 |
| | (22,379 | ) | (190 | ) | 25,891 |
| — |
| 3,702 |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
Net gain on disposition of rental properties and partial interests in rental properties | — |
| — |
| 16,107 |
| 7,914 |
| 24,021 |
| | 9,561 |
| — |
| 12,567 |
| 39,937 |
| 62,065 |
|
Gain on disposition of unconsolidated entities | 16,107 |
| — |
| (16,107 | ) | — |
| — |
| | 12,567 |
| — |
| (12,567 | ) | — |
| — |
|
Impairment of consolidated real estate | (4,289 | ) | — |
| (390 | ) | (261 | ) | (4,940 | ) | | (5,070 | ) | — |
| — |
| — |
| (5,070 | ) |
Impairment of unconsolidated real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
Depreciation and amortization of unconsolidated entities | (40,497 | ) | — |
| 40,497 |
| — |
| — |
| | (31,052 | ) | — |
| 31,052 |
| — |
| — |
|
Depreciation and amortization—Real Estate Groups (a) | (105,664 | ) | (1,996 | ) | (38,847 | ) | (395 | ) | (142,910 | ) | | (107,693 | ) | (2,788 | ) | (29,700 | ) | (3,153 | ) | (137,758 | ) |
Amortization of mortgage procurement costs—Real Estate Groups (b) | (6,547 | ) | (229 | ) | (1,650 | ) | (8 | ) | (7,976 | ) | | (5,589 | ) | (259 | ) | (1,352 | ) | (365 | ) | (7,047 | ) |
Straight-line rent adjustment | 8,607 |
| — |
| — |
| 3 |
| 8,610 |
| | (825 | ) | — |
| — |
| 552 |
| (273 | ) |
Preference payment | — |
| — |
| — |
| — |
| — |
| | (1,171 | ) | — |
| — |
| — |
| (1,171 | ) |
Earnings (loss) before income taxes | (4,161 | ) | 2,983 |
| (9,774 | ) | 7,866 |
| (9,052 | ) | | 20,906 |
| (590 | ) | 25,891 |
| 41,257 |
| 88,644 |
|
Income tax expense | (501 | ) | — |
| — |
| (3,212 | ) | (3,713 | ) | | (11,841 | ) | — |
| — |
| (17,400 | ) | (29,241 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | — |
| — |
| — |
| — |
| — |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 20,048 |
| 199 |
| (32,113 | ) | — |
| (12,264 | ) | | 22,379 |
| 190 |
| (25,891 | ) | — |
| (3,702 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
| (21,839 | ) | 199 |
| 9,774 |
| — |
| (12,264 | ) | | 22,379 |
| 190 |
| (25,891 | ) | — |
| (3,702 | ) |
Earnings (loss) from continuing operations | (19,735 | ) | 5,884 |
| — |
| 4,654 |
| (20,965 | ) | | 31,444 |
| (400 | ) | — |
| 23,857 |
| 55,701 |
|
Discontinued operations, net of tax | 5,624 |
| 970 |
| — |
| (4,654 | ) | — |
| | 107,610 |
| 83,753 |
| — |
| (23,857 | ) | — |
|
Net earnings (loss) | (14,111 | ) | 6,854 |
| — |
| — |
| (20,965 | ) | | 139,054 |
| 83,353 |
| — |
| — |
| 55,701 |
|
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
(Earnings) loss from continuing operations attributable to noncontrolling interests | (5,884 | ) | (5,884 | ) | — |
| — |
| — |
| | 400 |
| 400 |
| — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (970 | ) | (970 | ) | — |
| — |
| — |
| | (83,753 | ) | (83,753 | ) | — |
| — |
| — |
|
Noncontrolling interests | (6,854 | ) | (6,854 | ) | — |
| — |
| — |
| | (83,353 | ) | (83,353 | ) | — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (20,965 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (20,965 | ) | | $ | 55,701 |
| $ | — |
| $ | — |
| $ | — |
| $ | 55,701 |
|
Preferred dividends | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) | | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (28,665 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (28,665 | ) | | $ | 48,001 |
| $ | — |
| $ | — |
| $ | — |
| $ | 48,001 |
|
(a) Depreciation and amortization—Real Estate Groups | $ | 105,664 |
| $ | 1,996 |
| $ | 38,847 |
| $ | 395 |
| $ | 142,910 |
| | $ | 107,693 |
| $ | 2,788 |
| $ | 29,700 |
| $ | 3,153 |
| $ | 137,758 |
|
Depreciation and amortization—Non-Real Estate | 1,196 |
| — |
| — |
| — |
| 1,196 |
| | 1,388 |
| — |
| — |
| — |
| 1,388 |
|
Total depreciation and amortization | $ | 106,860 |
| $ | 1,996 |
| $ | 38,847 |
| $ | 395 |
| $ | 144,106 |
| | $ | 109,081 |
| $ | 2,788 |
| $ | 29,700 |
| $ | 3,153 |
| $ | 139,146 |
|
(b) Amortization of mortgage procurement costs—Real Estate Groups | $ | 6,547 |
| $ | 229 |
| $ | 1,650 |
| $ | 8 |
| $ | 7,976 |
| | $ | 5,589 |
| $ | 259 |
| $ | 1,352 |
| $ | 365 |
| $ | 7,047 |
|
(1) For component detail of NOI by segment, see the Summary of FFO schedules for the three and six months ended July 31, 2012 and 2011, included elsewhere in this supplemental package.
Results of Operations
Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. – Net loss attributable to Forest City Enterprises, Inc. for the three months ended July 31, 2012 was $43,717,000 versus net earnings of $9,358,000 for the three months ended July 31, 2011. Although we have substantial recurring revenue sources from our properties, we also enter into significant transactions, which create substantial variances in net earnings (loss) between periods. This variance to the prior year period is primarily attributable to the following decreases, which are net of noncontrolling interest:
| |
• | $51,852,000 related to the net loss on land held for divestiture activities for fully consolidated land projects and land projects accounted for under the equity method of accounting; |
| |
• | $29,899,000 primarily related to the 2011 gain on disposition of Waterfront Station - East 4th & West 4th Buildings, office buildings in Washington, D.C.; |
| |
• | $7,818,000 of increased write-offs of abandoned development projects in 2012 compared to 2011; |
| |
• | $5,329,000 related to the 2011 gain on early extinguishment of Urban Development Action Grant ("UDAG") loans on Avenue at Tower City, a specialty retail center in Cleveland, Ohio; |
| |
• | $4,890,000 related to a 2012 increase in allocated losses from our equity investment in The Nets; and |
| |
• | $3,324,000 related to a 2012 increase in impairment charges of consolidated (including discontinued operations) and unconsolidated entities. |
These decreases were partially offset by the following increases, net of noncontrolling interest:
| |
• | $16,107,000 related to the 2012 gains on disposition of our unconsolidated investments in Village at Gulfstream Park, a specialty retail center in Hallandale Beach, Florida and Chagrin Plaza I & II, office buildings in Beachwood, Ohio; |
| |
• | $10,800,000 related to the 2011 loss on early extinguishment of debt on the exchange of a portion of our 5.00% Convertible Senior Notes due 2016 ("2016 Senior Notes") for Class A common stock; |
| |
• | $4,064,000 related to the net gain on change in control of interests related to the acquisition of our partners' interests in certain equity method investments during the three months ended July 31, 2012. The gain represents the adjustment to fair value of all of the assets and liabilities of the entities including the noncontrolling interests of the remaining partner; |
| |
• | $3,336,000 related to the change in fair market value of certain derivatives between the comparable periods, which was marked to market through interest expense as a result of the derivatives not qualifying for hedge accounting; and |
| |
• | $16,383,000 due to decreased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in earnings before income taxes and pre-tax earnings, including gains in discontinued operations. These fluctuations are primarily related to the various transactions discussed herein. |
Net loss attributable to Forest City Enterprises, Inc. for the six months ended July 31, 2012 was $20,965,000 versus net earnings of $55,701,000 for the six months ended July 31, 2011. This variance to the prior year period is primarily attributable to the following decreases, which are net of noncontrolling interest:
| |
• | $51,852,000 related to the net loss on land held for divestiture activities for fully consolidated land projects and land projects accounted for under the equity method of accounting; |
| |
• | $42,622,000 related to the 2011 sale of an approximate 6 acre land parcel and air rights for development of a casino in downtown Cleveland, Ohio; |
| |
• | $32,023,000 related to the 2011 gains on disposition of rental properties exceeding 2012 gains. The 2012 gain related to Quebec Square, a specialty retail center in Denver, Colorado, while the 2011 gains related to Waterfront Station - East 4th & West 4th Buildings and Charleston Marriott, a hotel in Charleston, West Virginia; |
| |
• | $11,544,000 related to a 2012 increase in allocated losses from our equity investment in The Nets; |
| |
• | $9,561,000 due to the 2011 gain on disposition of partial interests in 15 retail properties in the New York City metropolitan area, related to the formation of new joint venture agreements with an outside partner; |
| |
• | $8,108,000 of increased write-offs of abandoned development projects in 2012 compared to 2011; |
| |
• | $6,631,000 related to a decrease in income recognized on the sale of state and federal Historic Preservation Tax Credits and New Market Tax Credits in 2012 compared to 2011; and |
| |
• | $5,329,000 related to the 2011 gain on early extinguishment of UDAG loans on Avenue at Tower City. |
These decreases were partially offset by the following increases, net of noncontrolling interest:
| |
• | $36,484,000 related to the 2012 sale of an approximate 10 acre land parcel and air rights for development of a casino in downtown Cleveland, Ohio; |
| |
• | $10,800,000 related to the 2011 loss on early extinguishment of debt on the exchange of a portion of our 2016 Senior Notes for Class A common stock; |
| |
• | $7,014,000 related to the change in fair market value of certain derivatives between the comparable periods, which was marked to market through interest expense as a result of the derivatives not qualifying for hedge accounting; |
| |
• | $4,064,000 related to the net gain on change in control of interests related to the acquisition of our partners' interests in certain equity method investments during the three months ended July 31, 2012. The gain represents the adjustment to fair value of all of the assets and liabilities of the entities including the noncontrolling interests of the remaining partner; |
| |
• | $3,540,000 related to the 2012 gains on disposition of our unconsolidated investments exceeding 2011. The 2012 gains related to Village at Gulfstream Park and Chagrin Plaza I & II, while the 2011 gains related to Metropolitan Lofts and Twin Lake Towers, apartment communities in Los Angeles, California and Denver, Colorado, respectively; and |
| |
• | $25,528,000 due to decreased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in earnings before income taxes and pre-tax earnings, including gains in discontinued operations. These fluctuations are primarily related to the various transactions discussed herein. |
Net Operating Income (NOI) from Real Estate Groups – NOI, a non-GAAP measure, is defined as revenues (excluding straight-line rent adjustments) less operating expenses (including depreciation and amortization and amortization of mortgage procurement costs for non-real estate groups) plus interest income plus equity in earnings (loss) of unconsolidated entities (excluding gain on disposition and impairment of unconsolidated entities) plus interest expense, gain (loss) on early extinguishment of debt, depreciation and amortization of unconsolidated entities. We believe NOI provides us, as well as our investors, additional information about our core business operations and, along with earnings, is necessary to understand our business and operating results.
Full Consolidation - Under the full consolidation method (GAAP), NOI from the combination of the Commercial Group and the Residential Group (“Rental Properties”) for the three months ended July 31, 2012 was $159,470,000 compared to $169,388,000 for the three months ended July 31, 2011, a 5.9% decrease. NOI for the six months ended July 31, 2012 was $360,941,000, also a 5.9% decrease compared to $383,696,000 for the six months ended July 31, 2011.
Pro-Rata Consolidation - Management also analyzes property NOI using the pro-rata consolidation method because it provides operating data at our ownership share, and we publicly disclose and discuss our performance using this method of consolidation to complement our GAAP disclosures. Under the pro-rata consolidation method, NOI from Rental Properties for the three months ended July 31, 2012 was $157,228,000 compared to $168,810,000 for the three months ended July 31, 2011, a 6.9% decrease. NOI for the six months ended July 31, 2012 was $355,748,000 compared to $381,136,000 for the six months ended July 31, 2011, a 6.7% decrease. The fluctuation in total NOI from Rental Properties has similar components to the change in FFO and EBDT for the periods as described in the following discussion of FFO and EBDT.
Comparable NOI increased 5.0% for the three months ended July 31, 2012 compared to the prior year period. Retail, office and our residential portfolio comparable NOI increased 1.3%, 5.4% and 10.3%, respectively. Comparable NOI increased 4.8% for the six months ended July 31, 2012 compared to the prior year period. Retail, office and our residential portfolio comparable NOI increased 1.9%, 4.7% and 10.3%, respectively.
Capital Expenditures for our Operating Portfolio—Our diversified real estate portfolio requires certain capital expenditures, including tenant improvements, to maintain and improve its operating performance. During the six months ended July 31, 2012 we invested $54,225,000 at pro-rata consolidation ($47,205,000 at full consolidation) in capital expenditures for our operating portfolio as compared to $34,907,000 at pro-rata consolidation ($27,193,000 at full consolidation) during the six months ended July 31, 2011. The increase of capital expenditures over the prior period is primarily due to significant tenant improvements at one of our Brooklyn office properties of $11,803,000 at pro-rata consolidation ($14,307,000 at full consolidation).
FFO—The majority of our peers in the publically traded real estate industry are REITs and report operations using FFO as defined by NAREIT. Although we are not a REIT, we feel it is important to publish this measure to allow for easier comparison of our performance to our peers.
FFO is defined by NAREIT as net earnings excluding the following items: i) gain (loss) on disposition of rental properties, divisions and other investments (net of tax); ii) non-cash charges for real estate depreciation and amortization; iii) impairment of depreciable real estate (net of tax); iv) extraordinary items (net of tax); and v) cumulative or retrospective effect of change in accounting principle (net of tax).
FFO for the three months ended July 31, 2012 of $21,077,000 decreased by $39,052,000 or 64.9% compared to $60,129,000 for the three months ended July 31, 2011. The fluctuations in FFO by Segment are as follows:
| |
• | Our Commercial and Residential Segments combined provided a pre-tax FFO decrease of $1,184,000. This is primarily related to increased write-offs of abandoned projects of $7,818,000, 2011 lease cancellation fee income at two Brooklyn office properties of $6,162,000, the 2011 gain on early extinguishment of UDAG loans of $5,329,000, reduced capitalized interest on projects under construction and development of $4,774,000, and reduced FFO from properties sold of $3,166,000. These decreases in the portfolio were partially offset by increased NOI on our mature portfolio of $7,284,000, increased FFO for the adjustments to recognize rental revenues and rental expenses using the straight-line method of $6,272,000, decreased interest expense on our mature portfolio of $4,677,000, the net gain on change in control of interests of $4,064,000, increased FFO from the change in fair market value of derivatives between the comparable periods which were marked to market through interest expense of $3,265,000 and the ramp up of new properties of $2,461,000; |
| |
• | Our Land Segment provided a pre-tax FFO decrease of $48,307,000, primarily due to the net loss on land held for divestiture activity of $51,852,000, partially offset by increased sales; |
| |
• | The Nets provided a pre-tax FFO decrease of $4,890,000 due to the increase in our allocated losses; |
| |
• | Corporate pre-tax FFO increased $5,603,000, primarily due to the 2011 loss on early extinguishment of debt on the exchange of a portion of our 2016 Senior Notes of $10,800,000, partially offset by increased interest expense related to certain Senior Notes and general corporate expenses; and |
| |
• | FFO was favorably impacted by a larger tax benefit of $9,726,000 compared to prior year. |
FFO for the six months ended July 31, 2012 of $110,229,000 decreased by $47,476,000 or 30.1% compared to $157,705,000 for the six months ended July 31, 2011. The fluctuations in FFO by Segment are as follows:
| |
• | Our Commercial and Residential Segments combined provided a pre-tax FFO decrease of $7,139,000. This is primarily related to increased write-offs of abandoned projects of $8,108,000, reduced capitalized interest on projects under construction and development of $7,694,000, reduced FFO from properties sold of $6,775,000, decreased income recognized from state and federal Historic Preservation and New Market tax credits of $6,631,000, 2011 lease cancellation fee income at two Brooklyn office properties of $6,162,000, decreased FFO on the casino land sale in 2012 compared to 2011 of $6,138,000, and the 2011 gain on early extinguishment of UDAG loans of $5,329,000. These decreases in the portfolio were partially offset by increased NOI on our mature portfolio of $14,156,000, increased FFO for the adjustments to recognize rental revenues and rental expenses using the straight-line method of $8,883,000, decreased interest expense on our mature portfolio of $8,123,000, increased FFO from the change in fair market value of derivatives between the comparable periods which were marked to market through interest expense of $6,843,000, the net gain on change in control of interests of $4,064,000 and the ramp up of new properties of $2,499,000; |
| |
• | Our Land Segment provided a pre-tax FFO decrease of $46,888,000, primarily due to the net loss on land held for divestiture activity of $51,852,000, partially offset by increased sales and land operations; |
| |
• | The Nets provided a pre-tax FFO decrease of $11,544,000 due to the increase in our allocated losses; |
| |
• | Corporate pre-tax FFO increased $7,843,000, primarily due to the 2011 loss on early extinguishment of debt on the exchange of a portion of our 2016 Senior Notes of $10,800,000, partially offset by increased interest expense related to certain Senior Notes and general corporate expenses; and |
| |
• | FFO was favorably impacted by a larger tax benefit of $10,252,000 compared to prior year. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Operating FFO to FFO
Operating FFO - In addition to reporting FFO, we report Operating FFO as an additional financial measure of our operating performance (see Reconciliation of FFO to Net Earnings (Loss), included elsewhere in this supplemental package). We believe it is appropriate to adjust FFO, as defined by NAREIT, for significant non-recurring items driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the on-going operating performance of our properties. We use Operating FFO as an indicator of continuing operating results in planning and executing our business strategy. Operating FFO should not be considered to be an alternative to net earnings computed under GAAP as an indicator of our operating performance. Operating FFO may not be comparable to similarly titled measures used by other companies.
Operating FFO is defined as FFO, as defined by NAREIT, adjusted to exclude: i) activity related to our land held for divestiture (including impairment charges); ii) impairment of Land Group projects; iii) write-offs of abandoned development projects; iv) income recognized on state and federal historic and other tax credits; v) gains or losses from the early extinguishment of debt; vi) gains or losses on change in control of interests; vii) the adjustment to recognize rental revenues and rental expense using the straight-line method;
viii) other non-recurring items such as income generated from the casino land sale; ix) the Nets pre-tax FFO; and x) income taxes on FFO.
|
| | | | | | | | | | | | | | | | |
Pro-Rata Consolidation | | Three Months Ended July 31, | | | Six Months Ended July 31, | |
| | 2012 | 2011 | % Change | | 2012 | 2011 | % Change |
| | (in thousands) | | | (in thousands) | |
Portfolio Pre-tax FFO: | | | | | | | | |
Commercial Group | | $ | 60,240 |
| $ | 73,082 |
| | | $ | 160,544 |
| $ | 186,032 |
| |
Residential Group | | 31,566 |
| 19,908 |
| | | 63,505 |
| 45,156 |
| |
Land Group | | (48,606 | ) | (299 | ) | | | (47,542 | ) | (654 | ) | |
| | | | | | | | |
Adjustments to Portfolio Pre-Tax FFO: | | | | | | | | |
Net loss on land held for divestiture activity | | 51,852 |
| — |
| | | 51,852 |
| — |
| |
Impairment of Land Group project | | — |
| — |
| | | — |
| 1,400 |
| |
Abandoned development project write-offs | | 12,906 |
| 5,088 |
| | | 13,353 |
| 5,245 |
| |
Tax credit income | | (7,956 | ) | (9,386 | ) | | | (11,881 | ) | (19,640 | ) | |
(Gain) loss on early extinguishment of portfolio debt | | 1,313 |
| (2,974 | ) | | | 1,844 |
| (2,682 | ) | |
Net gain on change in control of interests | | (4,064 | ) | — |
| | | (4,064 | ) | — |
| |
Straight-line rent adjustments | | (3,775 | ) | 2,497 |
| | | (8,610 | ) | 273 |
| |
Casino land sale | | — |
| — |
| | | (36,484 | ) | (42,622 | ) | |
Adjustments to Portfolio Pre-Tax FFO subtotal | | 50,276 |
| (4,775 | ) | | | 6,010 |
| (58,026 | ) | |
Portfolio Pre-tax Operating FFO | | 93,476 |
| 87,916 |
| 6.3% | | 182,517 |
| 172,508 |
| 5.8% |
Corporate Group Pre-tax FFO | | (28,090 | ) | (33,693 | ) | | | (54,700 | ) | (62,543 | ) | |
Loss on early extinguishment of debt - Corporate Group | | — |
| 10,800 |
| | | — |
| 10,800 |
| |
Operating FFO | | 65,386 |
| 65,023 |
| 0.6% | | 127,817 |
| 120,765 |
| 5.8% |
Nets Pre-tax FFO | | (8,272 | ) | (3,382 | ) | | | (15,230 | ) | (3,686 | ) | |
Add back adjustments to Portfolio Pre-Tax FFO above | | (50,276 | ) | 4,775 |
| | | (6,010 | ) | 58,026 |
| |
Add back loss on early extinguishment of debt - Corporate Group | | — |
| (10,800 | ) | | | — |
| (10,800 | ) | |
Income tax benefit (expense) on FFO | | 14,239 |
| 4,513 |
| | | 3,652 |
| (6,600 | ) | |
FFO | | $ | 21,077 |
| $ | 60,129 |
| (64.9)% | | $ | 110,229 |
| $ | 157,705 |
| (30.1)% |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
EBDT—We use an additional measure, along with net earnings, to report our operating results. This non-GAAP measure, referred to as EBDT, is not a measure of operating results or cash flows from operations as defined by GAAP and may not be directly comparable to similarly-titled measures reported by other companies.
EBDT is defined as net earnings excluding the following items: i) gain (loss) on disposition of rental properties, divisions and other investments (net of tax); ii) the adjustment to recognize rental revenues and rental expense using the straight-line method; iii) non-cash charges for real estate depreciation, amortization, and amortization of mortgage procurement costs; iv) deferred income taxes; v) preferred payment which is classified as noncontrolling interest expense on our Consolidated Statement of Operations; vi) impairment of real estate (net of tax); vii) extraordinary items (net of tax); viii) cumulative or retrospective effect of change in accounting principle (net of tax), and ix) revisions of prior period financial statements.
We reconcile EBDT to net earnings (loss), the most comparable financial measure calculated in accordance with GAAP. The adjustment to recognize rental revenues and rental expenses on the straight-line method is excluded because it is management’s opinion that rental revenues and expenses should be recognized when due from the tenants or due to the landlord. We exclude depreciation and amortization expense related to real estate operations from EBDT because we believe the values of our properties, in general, have appreciated over time in excess of their original cost. Deferred income taxes, which are the result of timing differences of certain income and expense items which are to be realized in a future year for federal income tax purposes, are excluded until the year in which they are reflected in our current tax provision. The impairment of real estate is excluded from EBDT because it varies from year to year based on factors unrelated to our overall financial performance and is related to the ultimate gain on dispositions of operating properties.
EBDT for the three months ended July 31, 2012 of $56,611,000 decreased by $14,095,000 or 19.9% compared to $70,706,000 for the three months ended July 31, 2011. The fluctuations in EBDT by Segment are as follows:
| |
• | Our Commercial and Residential Segments combined provided a pre-tax EBDT decrease of $9,111,000. This is primarily related to increased write-offs of abandoned projects of $7,818,000, 2011 lease cancellation fee income at two Brooklyn office properties of $6,162,000, the 2011 gain on early extinguishment of UDAG loans of $5,329,000, reduced capitalized interest on projects under construction and development of $4,774,000, and reduced EBDT from properties sold of $3,166,000. These decreases in the portfolio were partially offset by increased NOI on our mature portfolio of $7,284,000, decreased interest expense on our mature portfolio of $4,677,000, increased EBDT from the change in fair market value of derivatives between the comparable periods which were marked to market through interest expense of $3,265,000 and the ramp up of new properties of $2,461,000; |
| |
• | Our Land Segment provided a pre-tax EBDT increase of $3,488,000, primarily due to increased sales; |
| |
• | The Nets provided a pre-tax EBDT decrease of $4,890,000 due to the increase in our allocated losses; |
| |
• | Corporate pre-tax EBDT increased $5,603,000, primarily due to the 2011 loss on early extinguishment of debt on the exchange of a portion of our 2016 Senior Notes of $10,800,000, partially offset by increased interest expense related to certain Senior Notes and general corporate expenses; and |
| |
• | EBDT was unfavorably impacted by a smaller tax benefit of $9,185,000 compared to prior year. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
EBDT for the six months ended July 31, 2012 of $159,043,000 decreased by $39,039,000 or 19.7% compared to $198,082,000 for the six months ended July 31, 2011. The fluctuations in EBDT by Segment are as follows:
| |
• | Our Commercial and Residential Segments combined provided a pre-tax EBDT decrease of $20,236,000. This is primarily related to increased write-offs of abandoned projects of $8,108,000, reduced capitalized interest on projects under construction and development of $7,694,000, reduced EBDT from properties sold of $6,775,000, decreased income recognized from state and federal Historic Preservation and New Market tax credits of $6,631,000, 2011 lease cancellation fee income at two Brooklyn office properties of $6,162,000, decreased EBDT on the casino land sale in 2012 compared to 2011 of $6,138,000, and the 2011 gain on early extinguishment of UDAG loans of $5,329,000. These decreases in the portfolio were partially offset by increased NOI on our mature portfolio of $14,156,000, decreased interest expense on our mature portfolio of $8,123,000, increased EBDT from the change in fair market value of derivatives between the comparable periods which were marked to market through interest expense of $6,843,000 and the ramp up of new properties of $2,499,000; |
| |
• | Our Land Segment provided a pre-tax EBDT increase of $3,472,000, primarily due to increased sales; |
| |
• | The Nets provided a pre-tax EBDT decrease of $11,544,000 due to the increase in our allocated losses; |
| |
• | Corporate pre-tax EBDT increased $7,843,000, primarily due to the 2011 loss on early extinguishment of debt on the exchange of a portion of our 2016 Senior Notes of $10,800,000, partially offset by increased interest expense related to certain Senior Notes and general corporate expenses; and |
| |
• | EBDT was unfavorably impacted by a smaller tax benefit of $18,574,000 compared to prior year. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of FFO and EBDT to Net Earnings (Loss)
The table below illustrates the differences between FFO and our historical reporting of EBDT and reconciles these non-GAAP measures to net earnings (loss), the most comparable GAAP measure.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
| July 31, 2012 | | July 31, 2011 | | July 31, 2012 | | July 31, 2011 |
| FFO | EBDT | | FFO | EBDT | | FFO | EBDT | | FFO | EBDT |
| (in thousands) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (43,717 | ) | $ | (43,717 | ) | | $ | 9,358 |
| $ | 9,358 |
| | $ | (20,965 | ) | $ | (20,965 | ) | | $ | 55,701 |
| $ | 55,701 |
|
Depreciation and Amortization—Real Estate Groups | 72,493 |
| 72,493 |
| | 68,929 |
| 68,929 |
| | 142,910 |
| 142,910 |
| | 137,758 |
| 137,758 |
|
Impairment of depreciable rental properties | 3,559 |
| 3,559 |
| | 235 |
| 235 |
| | 4,940 |
| 4,940 |
| | 3,670 |
| 3,670 |
|
Gain on disposition of rental properties and partial interests in rental properties | (16,107 | ) | (16,107 | ) | | (29,899 | ) | (29,899 | ) | | (24,021 | ) | (24,021 | ) | | (62,065 | ) | (62,065 | ) |
Income tax expense (benefit) adjustments — current and deferred (1) | | | | | | | | | | | |
Gain on disposition of rental properties and partial interests in rental properties | 6,229 |
| 6,229 |
| | 11,597 |
| 11,597 |
| | 9,281 |
| 9,281 |
| | 24,064 |
| 24,064 |
|
Impairment of depreciable rental properties | (1,380 | ) | (1,380 | ) | | (91 | ) | (91 | ) | | (1,916 | ) | (1,916 | ) | | (1,423 | ) | (1,423 | ) |
Straight-line rent adjustments | — |
| (3,775 | ) | | — |
| 2,497 |
| | — |
| (8,610 | ) | | — |
| 273 |
|
Net gain on change in control of interests | — |
| (4,064 | ) | | — |
| — |
| | — |
| (4,064 | ) | | — |
| — |
|
Net loss on land held for divestiture activity | — |
| 51,852 |
| | — |
| — |
| | — |
| 51,852 |
| | — |
| — |
|
Impairment of Land Group projects | — |
| — |
| | — |
| — |
| | — |
| — |
| | — |
| 1,400 |
|
Amortization of mortgage procurement costs—Real Estate Groups | — |
| 4,353 |
| | — |
| 3,415 |
| | — |
| 7,976 |
| | — |
| 7,047 |
|
Preference payment | — |
| — |
| | — |
| 586 |
| | — |
| — |
| | — |
| 1,171 |
|
Allowance for projects under development revision | — |
| — |
| | — |
| (2,000 | ) | | — |
| — |
| | — |
| — |
|
Income tax expense (benefit) adjustments — current and deferred (1) | | | | | | | | | | | |
Deferred income tax expense on operating earnings | — |
| 5,710 |
| | — |
| 6,079 |
| | — |
| 20,202 |
| | — |
| 31,029 |
|
Impairment of Land Group projects | — |
| — |
| | — |
| — |
| | — |
| — |
| | — |
| (543 | ) |
Net loss on land held for divestiture activity | — |
| (20,118 | ) | | — |
| — |
| | — |
| (20,118 | ) | | — |
| — |
|
Net gain on change in control of interests | — |
| 1,576 |
| | — |
| — |
| | — |
| 1,576 |
| | — |
| — |
|
FFO/EBDT | $ | 21,077 |
| $ | 56,611 |
| | $ | 60,129 |
| $ | 70,706 |
| | $ | 110,229 |
| $ | 159,043 |
| | $ | 157,705 |
| $ | 198,082 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
| July 31, 2012 | | July 31, 2011 | | July 31, 2012 | | July 31, 2011 |
FFO/EBDT Per Share - Diluted | FFO | EBDT | | FFO | EBDT | | FFO | EBDT | | FFO | EBDT |
Numerator (in thousands): | | | | | | | | |
| | |
FFO/EBDT | $ | 21,077 |
| $ | 56,611 |
| | $ | 60,129 |
| $ | 70,706 |
| | $ | 110,229 |
| $ | 159,043 |
| | $ | 157,705 |
| $ | 198,082 |
|
If-Converted Method (adjustments for interest, net of tax): | | | | | | | | | | | |
3.625% Puttable Senior Notes due 2014 | 1,110 |
| 1,110 |
| | 1,110 |
| 1,110 |
| | 2,219 |
| 2,219 |
| | 2,219 |
| 2,219 |
|
5.00% Convertible Senior Notes due 2016 | 382 |
| 382 |
| | 413 |
| 413 |
| | 765 |
| 765 |
| | 1,102 |
| 1,102 |
|
4.25% Convertible Senior Notes due 2018 | 2,277 |
| 2,277 |
| | 329 |
| 329 |
| | 4,554 |
| 4,554 |
| | 329 |
| 329 |
|
FFO/EBDT for per share data | $ | 24,846 |
| $ | 60,380 |
| | $ | 61,981 |
| $ | 72,558 |
| | $ | 117,767 |
| $ | 166,581 |
|
| $ | 161,355 |
| $ | 201,732 |
|
Denominator | | | | | | | | | | | |
Weighted average shares outstanding—Basic | 169,454,672 |
| 169,454,672 |
| | 168,788,754 |
| 168,788,754 |
| | 169,331,996 |
| 169,331,996 |
| | 167,171,093 |
| 167,171,093 |
|
Effect of stock options and restricted stock | 739,767 |
| 739,767 |
| | 1,019,210 |
| 1,019,210 |
| | 838,520 |
| 838,520 |
| | 1,036,656 |
| 1,036,656 |
|
Effect of convertible preferred stock | 14,550,257 |
| 14,550,257 |
| | 14,550,257 |
| 14,550,257 |
| | 14,550,257 |
| 14,550,257 |
| | 14,550,257 |
| 14,550,257 |
|
Effect of convertible debt | 33,499,503 |
| 33,499,503 |
| | 19,912,982 |
| 19,912,982 |
| | 33,499,503 |
| 33,499,503 |
| | 20,066,506 |
| 20,066,506 |
|
Effect of convertible Class A Common Units | 3,646,755 |
| 3,646,755 |
| | 3,646,755 |
| 3,646,755 |
| | 3,646,755 |
| 3,646,755 |
| | 3,646,755 |
| 3,646,755 |
|
Weighted average shares outstanding - Diluted | 221,890,954 |
| 221,890,954 |
| | 207,917,958 |
| 207,917,958 |
| | 221,867,031 |
| 221,867,031 |
|
| 206,471,267 |
| 206,471,267 |
|
FFO/EBDT Per Share | $ | 0.11 |
| $ | 0.27 |
| | $ | 0.30 |
| $ | 0.35 |
| | $ | 0.53 |
| $ | 0.75 |
|
| $ | 0.78 |
| $ | 0.98 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of FFO and EBDT to Net Earnings (Loss) (continued)
| |
(1) | The following table provides detail of Income Tax Expense (Benefit): |
|
| | | | | | | | | | | | | |
| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2012 | 2011 | | 2012 | 2011 |
| (in thousands) |
Current taxes | |
Operating earnings | $ | (6,426 | ) | $ | (11,003 | ) | | $ | (10,224 | ) | $ | (23,709 | ) |
Gain on disposition of rental properties and partial interests in rental properties | (21,081 | ) | 8,865 |
| | (16,216 | ) | 39,169 |
|
Net loss on land held for divestiture activity | 1,668 |
| — |
| | 1,668 |
| — |
|
Subtotal | (25,839 | ) | (2,138 | ) | | (24,772 | ) | 15,460 |
|
Discontinued operations | | | | | |
Operating earnings | 5,019 |
| 411 |
| | 4,912 |
| (177 | ) |
Gain on disposition of rental properties and partial interests in rental properties | — |
| 1,591 |
| | 680 |
| 2,792 |
|
Subtotal | 5,019 |
| 2,002 |
| | 5,592 |
| 2,615 |
|
Total Current taxes | (20,820 | ) | (136 | ) | | (19,180 | ) | 18,075 |
|
Deferred taxes | | | | | |
Operating earnings | 10,976 |
| 5,775 |
| | 25,310 |
| 30,341 |
|
Gain on disposition of rental properties and partial interests in rental properties | 27,310 |
| (9,445 | ) | | 21,988 |
| (31,994 | ) |
Impairment of depreciable rental properties | (1,279 | ) | (91 | ) | | (1,815 | ) | (1,423 | ) |
Impairment of Land Group projects | — |
| — |
| | — |
| (543 | ) |
Net loss on land held for divestiture activity | (21,786 | ) | — |
| | (21,786 | ) | — |
|
Net gain on change in control of interests | 1,576 |
| — |
| | 1,576 |
| — |
|
Subtotal | 16,797 |
| (3,761 | ) | | 25,273 |
| (3,619 | ) |
Discontinued operations | | | | | |
Operating earnings | (5,266 | ) | 304 |
| | (5,108 | ) | 688 |
|
Gain on disposition of rental properties and partial interests in rental properties | — |
| 10,586 |
| | 2,829 |
| 14,097 |
|
Impairment of real estate | (101 | ) | — |
| | (101 | ) | — |
|
Subtotal | (5,367 | ) | 10,890 |
| | (2,380 | ) | 14,785 |
|
Total Deferred taxes | 11,430 |
| 7,129 |
| | 22,893 |
| 11,166 |
|
Grand Total | $ | (9,390 | ) | $ | 6,993 |
| | $ | 3,713 |
| $ | 29,241 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Retail Lease Expirations as of July 31, 2012
|
| | | | | | | | | | | | | | | | |
| NUMBER OF | SQUARE FEET | PERCENTAGE | NET | PERCENTAGE | AVERAGE BASE RENT PER |
EXPIRATION | EXPIRING | OF EXPIRING | OF TOTAL | BASE RENT | OF TOTAL | SQUARE FEET |
YEAR | LEASES | LEASES (3) | LEASED GLA (1) | EXPIRING (2) | BASE RENT | EXPIRING (3) |
2012 | 173 |
| 567,673 |
| 4.60 |
| % | $ | 11,583,150 |
| 4.56 |
| % | $ | 25.46 |
|
2013 | 350 |
| 1,202,925 |
| 9.75 |
| | 26,770,280 |
| 10.55 |
| | 27.75 |
|
2014 | 303 |
| 1,091,371 |
| 8.84 |
| | 21,513,660 |
| 8.47 |
| | 27.96 |
|
2015 | 226 |
| 874,957 |
| 7.09 |
| | 19,130,042 |
| 7.54 |
| | 29.38 |
|
2016 | 263 |
| 1,402,666 |
| 11.36 |
| | 31,478,625 |
| 12.40 |
| | 36.14 |
|
2017 | 180 |
| 1,224,314 |
| 9.92 |
| | 24,640,562 |
| 9.71 |
| | 26.98 |
|
2018 | 160 |
| 701,355 |
| 5.68 |
| | 18,594,618 |
| 7.32 |
| | 28.83 |
|
2019 | 118 |
| 1,021,215 |
| 8.27 |
| | 19,960,697 |
| 7.86 |
| | 24.99 |
|
2020 | 84 |
| 707,975 |
| 5.73 |
| | 15,040,451 |
| 5.92 |
| | 30.37 |
|
2021 | 136 |
| 1,184,063 |
| 9.59 |
| | 25,839,386 |
| 10.18 |
| | 31.28 |
|
2022 | 46 |
| 533,993 |
| 4.33 |
| | 8,323,055 |
| 3.28 |
| | 20.92 |
|
Thereafter | 60 |
| 1,831,315 |
| 14.84 |
| | 31,004,007 |
| 12.21 |
| | 22.78 |
|
Total | 2,099 |
| 12,343,822 |
| 100.00 |
| % | $ | 253,878,533 |
| 100.00 |
| % | $ | 27.94 |
|
| |
(1) | GLA = Gross Leasable Area. |
| |
(2) | Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent, amortization of intangible assets related to in-place leases, above and below market leases, and contingent rental payments (which are not reasonably estimable). |
| |
(3) | Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Office Lease Expirations as of July 31, 2012
|
| | | | | | | | | | | | | | | | |
| NUMBER OF | SQUARE FEET | PERCENTAGE | NET | PERCENTAGE | AVERAGE BASE RENT PER |
EXPIRATION | EXPIRING | OF EXPIRING | OF TOTAL | BASE RENT | OF TOTAL | SQUARE FEET |
YEAR | LEASES | LEASES (3) | LEASED GLA (1) | EXPIRING (2) | BASE RENT | EXPIRING (3) |
2012 | 48 |
| 395,305 |
| 3.43 |
| % | $ | 13,034,880 |
| 4.25 |
| % | $ | 33.93 |
|
2013 | 93 |
| 962,307 |
| 8.34 |
| | 19,920,264 |
| 6.49 |
| | 22.20 |
|
2014 | 70 |
| 1,000,036 |
| 8.67 |
| | 22,326,314 |
| 7.27 |
| | 37.40 |
|
2015 | 53 |
| 513,139 |
| 4.45 |
| | 9,765,405 |
| 3.18 |
| | 22.27 |
|
2016 | 67 |
| 1,057,016 |
| 9.16 |
| | 24,592,083 |
| 8.01 |
| | 29.53 |
|
2017 | 40 |
| 694,959 |
| 6.02 |
| | 12,876,662 |
| 4.19 |
| | 19.64 |
|
2018 | 29 |
| 1,265,051 |
| 10.97 |
| | 35,967,548 |
| 11.72 |
| | 31.99 |
|
2019 | 25 |
| 697,045 |
| 6.04 |
| | 11,923,868 |
| 3.88 |
| | 20.68 |
|
2020 | 16 |
| 1,250,848 |
| 10.84 |
| | 32,291,483 |
| 10.52 |
| | 34.40 |
|
2021 | 14 |
| 810,711 |
| 7.03 |
| | 13,005,408 |
| 4.24 |
| | 23.07 |
|
2022 | 8 |
| 157,240 |
| 1.36 |
| | 7,566,676 |
| 2.47 |
| | 48.66 |
|
Thereafter | 31 |
| 2,733,349 |
| 23.69 |
| | 103,683,449 |
| 33.78 |
| | 39.63 |
|
Total | 494 |
| 11,537,006 |
| 100.00 |
| % | $ | 306,954,040 |
| 100.00 |
| % | $ | 31.30 |
|
| |
(1) | GLA = Gross Leasable Area. |
| |
(2) | Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent, amortization of intangible assets related to in-place leases, above and below market leases, and contingent rental payments (which are not reasonably estimable). |
| |
(3) | Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Significant Retail Tenants as of July 31, 2012
|
| | | | | | | | |
(Based on net base rent 1% or greater of the Company’s ownership share) |
TENANT | PRIMARY DBA | NUMBER OF LEASES | LEASED SQUARE FEET | PERCENTAGE OF TOTAL RETAIL SQUARE FEET |
Bass Pro Shops, Inc. | Bass Pro Shops | 3 |
| 510,855 |
| 4.14 |
| % |
The TJX Companies, Inc. | Marshalls, T.J.Maxx, HomeGoods | 13 |
| 404,915 |
| 3.28 |
| |
Regal Entertainment Group | Regal Cinemas, Edwards Theatres, United Artists Theatres | 5 |
| 381,461 |
| 3.09 |
| |
AMC Entertainment, Inc. | AMC Theatres, MegaStar Theatres | 5 |
| 377,797 |
| 3.06 |
| |
Gap, Inc. | Banana Republic, Gap, Old Navy | 27 |
| 337,771 |
| 2.73 |
| |
Dick’s Sporting Goods, Inc. | Dick's Sporting Goods, Golf Galaxy | 6 |
| 326,866 |
| 2.64 |
| |
The Limited Brands, Inc. | Bath and Body Works, Victoria's Secret | 38 |
| 224,546 |
| 1.82 |
| |
Best Buy Co., Inc. (1) | Best Buy | 8 |
| 210,810 |
| 1.71 |
| |
Abercrombie & Fitch Co. | Abercrombie & Fitch, Abercrombie Kids, Hollister | 26 |
| 188,604 |
| 1.53 |
| |
H&M Hennes & Mauritz AB | H&M | 9 |
| 161,715 |
| 1.31 |
| |
Ascena Retail Group, Inc. | Justice, Lane Bryant, Dressbarn, Catherines | 29 |
| 141,511 |
| 1.15 |
| |
Footlocker, Inc. | FootLocker, Lady FootLocker, Kids FootLocker, FootAction USA, Champs Sports | 36 |
| 140,664 |
| 1.14 |
| |
Forever 21, Inc. | Forever 21 | 8 |
| 112,661 |
| 0.91 |
| |
American Eagle Outfitters, Inc. | American Eagle Outfitters, Aerie, 77kids | 15 |
| 85,972 |
| 0.70 |
| |
Subtotal | 228 |
| 3,606,148 |
| 29.21 |
| |
All Others | 1,871 |
| 8,737,674 |
| 70.79 |
| |
Total | 2,099 |
| 12,343,822 |
| 100.00 |
| % |
| |
(1) | Includes a lease for 54,927 square feet at East River Plaza, with an expiration date of January 31, 2031. In April 2012, Best Buy Co., Inc. publicly announced their intention to vacate this space. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Significant Office Tenants as of July 31, 2012
|
| | | | | |
(Based on net base rent 2% or greater of the Company's ownership share) | | | |
TENANT | LEASED SQUARE FEET | PERCENTAGE OF TOTAL OFFICE SQUARE FEET |
City of New York | 1,046,101 |
| 9.07 |
| % |
Millennium Pharmaceuticals, Inc. | 698,066 |
| 6.05 |
| |
U.S. Government | 535,637 |
| 4.64 |
| |
JP Morgan Chase & Co. | 399,141 |
| 3.46 |
| |
WellPoint, Inc. | 392,514 |
| 3.40 |
| |
Morgan Stanley & Co. | 389,305 |
| 3.38 |
| |
Bank of New York | 323,043 |
| 2.80 |
| |
National Grid | 259,561 |
| 2.25 |
| |
Clearbridge Advisors, LLC, a Legg Mason Company | 196,228 |
| 1.70 |
| |
Covington & Burling, LLP | 160,565 |
| 1.39 |
| |
Seyfarth Shaw, LLP | 96,909 |
| 0.84 |
| |
Subtotal | 4,497,070 |
| 38.98 |
| |
All Others | 7,039,936 |
| 61.02 |
| |
Total | 11,537,006 |
| 100.00 |
| % |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Openings
as of July 31, 2012
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | Location | Dev (D) | Date Opened | FCE Legal Ownership % (a) | Pro-Rata FCE % (a) (1) | Cost at Full Consolidation (GAAP) (b) | Total Cost at 100% (2) | Cost at FCE Pro-Rata Share (Non-GAAP) (c) (1) X (2) | | Sq. ft./ No. of Units | | Gross Leasable Area | Lease Commitment % |
2012 | | | | | | | | (in millions) | | | | | | |
Residential: (f) | | | | | | | | | | | | | | | | |
The Aster Town Center (d) | Denver, CO | D | Q1-12/Q2-12 | 90.0 | % | | 90.0 | % | | $ | 10.3 |
| $ | 10.3 |
| $ | 9.3 |
| | 85 |
| | | | 95% |
Fee Development Project | | | | | | | | | | | | | | | | |
Las Vegas City Hall | Las Vegas, NV | D | Q1-12 | - |
| (e) | - |
| (e) | $ | 0.0 |
| $ | 146.2 |
| $ | 0.0 |
| | 270,000 |
| | | | |
| | | | | | | | | | | | | | | | |
Prior Two Years Openings as of July 31, 2012 | | | | | | | | | | | | | | | |
Retail Centers: (f) | | | | | | | | | | | | | | | | |
Westchester’s Ridge Hill (i) | Yonkers, NY | D | Q2-11/12 | 70.0 | % | | 100.0 | % | | $ | 868.2 |
| $ | 868.2 |
| $ | 868.2 |
| | 1,336,000 |
| | 1,336,000 |
| (h) | 60%/68% |
East River Plaza (g) | Manhattan, NY | D | Q4-09/Q2-10 | 35.0 | % | | 50.0 | % | | 0.0 |
| 390.6 |
| 195.3 |
| | 527,000 |
| | 527,000 |
| | 93% |
| | | | | | | | $ | 868.2 |
| $ | 1,258.8 |
| $ | 1,063.5 |
| | 1,863,000 |
| | 1,863,000 |
| | |
Residential: (f) | | | | | | | | | | | | | | | | |
8 Spruce Street (g) (j) | Manhattan, NY | D | Q1-11/12 | 35.7 | % | | 51.0 | % | | $ | 0.0 |
| $ | 875.7 |
| $ | 446.6 |
| | 899 |
| | | | 86% |
Foundry Lofts | Washington, D.C. | D | Q4-11 | 100.0 | % | | 100.0 | % | | 57.9 |
| 57.9 |
| 57.9 |
| | 170 |
| | | | 99% |
Presidio Landmark | San Francisco, CA | D | Q3-10 | 100.0 | % | | 100.0 | % | | 96.5 |
| 96.5 |
| 96.5 |
| | 161 |
| | | | 91% |
| | | | | | | | $ | 154.4 |
| $ | 1,030.1 |
| $ | 601.0 |
| | 1,230 |
| | | | |
Total Prior Two Years Openings (k) | | | | | | | | $ | 1,022.6 |
| $ | 2,288.9 |
| $ | 1,664.5 |
| | | | | | |
Recap of Total Prior Two Years Openings | | | | | | | | | | | | | | | |
Total 2011 | | | | | | | | $ | 926.1 |
| $ | 1,801.8 |
| $ | 1,372.7 |
| | | | | | |
Total 2010 | | | | | | | | 96.5 |
| 487.1 |
| 291.8 |
| | | | | | |
Total Prior Two Years Openings (k) | | | | | | | $ | 1,022.6 |
| $ | 2,288.9 |
| $ | 1,664.5 |
| | | | | | |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Projects Under Construction
as of July 31, 2012 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | Location | Anticipated Opening | FCE Legal Ownership % (a) | Pro-Rata FCE % (a) (1) | Cost at Full Consolidation (GAAP) (b) | Total Cost at 100% (2) | Cost at FCE Pro-Rata Share (Non-GAAP) (c) (1) X (2) | | Sq. ft./ No. of Units | | Gross Leasable Area | Lease Commitment % |
| | | | | | | (in millions) | | | | | | | |
Retail Centers: (f) | | | | | | | | | | | | | | | | |
The Yards - Boilermaker Shops | Washington, D.C. | Q3-12 | 100 | % | | 100 | % | | $ | 19.6 |
| $ | 19.6 |
| $ | 19.6 |
| | 40,000 |
| | 40,000 |
| | 74 | % | |
The Yards - Lumber Shed | Washington, D.C. | Q3-13 | 100 | % | | 100 | % | | 14.3 |
| 14.3 |
| 14.3 |
| | 32,000 |
| | 32,000 |
| | 80 | % | |
| | | | | | | $ | 33.9 |
| $ | 33.9 |
| $ | 33.9 |
| | 72,000 |
| | 72,000 |
| | | |
Office: | | | | | | | | | | | | | | | | |
Johns Hopkins Parking Garage | Baltimore, MD | Q4-12 | 85 | % | | 100 | % | | $ | 29.9 |
| $ | 29.9 |
| $ | 29.9 |
| | 492,000 |
| | | | | |
Residential: | | | | | | | | | | | | | | | | |
Botanica Eastbridge | Denver, CO | Q3-12 | 90 | % | | 90 | % | | $ | 15.4 |
| $ | 15.4 |
| $ | 13.9 |
| | 118 |
| | | | | |
Continental Building | Dallas, TX | Q1-13 | 100 | % | | 100 | % | | 54.6 |
| 54.6 |
| 54.6 |
| | 203 |
| | | | | |
The Yards - Twelve12 | Washington, D.C. | Q1-14 | 100 | % | | 100 | % | | 113.6 |
| 113.6 |
| 113.6 |
| | 218 |
| | 87,000 |
| | | |
120 Kingston | Boston, MA | Q2-14 | 50 | % | | 50 | % | | 127.0 |
| 127.0 |
| 63.5 |
| | 242 |
| | 5,000 |
| | | |
| | | | | | | $ | 310.6 |
| $ | 310.6 |
| $ | 245.6 |
| | 781 |
| | 92,000 |
| | | |
Arena: (f) | | | | | | | | | | | | | | | | |
Barclays Center | Brooklyn, NY | Q3-12 | 34 | % | | 34 | % | | $ | 934.3 |
| $ | 934.3 |
| $ | 317.7 |
| | 670,000 |
| | 18,000 seats |
| (l) | 75 | % | (m) |
Total Under Construction (n) | | | | | | | $ | 1,308.7 |
| $ | 1,308.7 |
| $ | 627.1 |
| | | | | | | |
| | | | | | | | | | | | | | | | |
Fee Development Project | | | | | | | | | | | | | | | | |
Dept. of Health & Mental Hygiene (DHMH) | Baltimore, MD | Q2-14 | - |
| (e) | - |
| (e) | $ | 0.0 |
| $ | 135.0 |
| $ | 0.0 |
| | 234,000 |
| | | | | |
See footnotes on the following page.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
FOOTNOTES
| |
(a) | As is customary within the real estate industry, the Company invests in certain real estate projects through joint ventures. For some of these projects, the Company provides funding at percentages that differ from the Company's legal ownership. |
| |
(b) | Amounts are presented on the full consolidation method of accounting, a GAAP measure. Under full consolidation, costs are reported as consolidated at 100 percent if we are deemed to have control or to be the primary beneficiary of our investments in the variable interest entity ("VIE"). |
| |
(c) | Cost at pro-rata share represents Forest City's share of cost, based on the Company's pro-rata ownership of each property (a non-GAAP measure). Under the pro-rata consolidation method of accounting the Company determines its pro-rata share by multiplying its pro-rata ownership by the total cost of the applicable property. |
| |
(d) | The difference between the full consolidation cost amount (GAAP) of $10.3 million to the Company's pro-rata share (a non-GAAP measure) of $9.3 million consists of a reduction to full consolidation for non-controlling interest of $1.0 million. |
| |
(e) | These are fee development projects. Therefore, these costs are not included on the full consolidation or pro-rata balance sheet. |
| |
(f) | Updated lease commitments as of August 28, 2012. |
| |
(g) | Reported under the equity method of accounting. This method represents a GAAP measure for investments in which the Company is not deemed to have control or to be the primary beneficiary of our investments in a VIE. |
| |
(h) | Includes 156,000 square feet of office space. |
| |
(i) | Phased-in opening. Costs are representative of the total project cost, including 864,000 square feet completed as of August 28, 2012. As of July 31, 2012, $586.3 million of costs incurred at pro-rata consolidation and $327.4 million of mortgage debt at pro-rata consolidation were transferred to completed rental properties. As of July 31, 2012, projects under construction include $304.9 million of costs incurred at pro-rata consolidation and $170.3 million of mortgage debt at pro-rata consolidation. Approximately 800,000 square feet of leases have been signed, representing 60% of the total 1,336,000 square feet after construction is complete. The leased percentage excluding Parcel L is 68%. Parcel L is a self contained pad site at the southern end of the center. Parcel L has been assumed to be leased in the future predominantly to a single retail tenant in its own phase. Given Parcel L’s location on the end of the site, the lease commitment percentage has been presented both with and without the anticipated square footage for Parcel L in the denominator of Gross Leasable Area. |
| |
(j) | Phased-in opening. Costs are representative of the total project cost, including all 899 units opened as of August 28, 2012. As of July 31, 2012, $451.7 million of costs incurred at pro-rata consolidation and $268.6 million of mortgage debt at pro-rata consolidation were transferred to completed rental properties. As of July 31, 2012, projects under construction include $10.5 million of costs incurred at pro-rata consolidation and $6.3 million of mortgage debt at pro-rata consolidation. As of August 28, 2012, 772 leases have been signed, representing 86% of the total 899 units. |
| |
(k) | The difference between the full consolidation cost amount (GAAP) of $1,022.6 million to the Company's pro-rata share (a non-GAAP measure) of $1,664.5 million consists of the addition of its share of cost for unconsolidated investments of $641.9 million. |
| |
(l) | The Nets, a member of the NBA, has a 37 year license agreement to use the arena. |
| |
(m) | Represents the percentage of forecasted contractually obligated arena income that is under contract. Contractually obligated income, which include revenue from naming rights, sponsorships, suite licenses, Nets minimum rent and food concession agreements, accounts for 72% of total forecasted revenues for the arena. |
| |
(n) | The difference between the full consolidation cost amount (GAAP) of $1,308.7 million to the Company's pro-rata share (a non-GAAP measure) of $627.1 million consists of a reduction to full consolidation for noncontrolling interest of $681.6 million of cost. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Projects Under Development
as of July 31, 2012
Below is a summary of our active large scale development projects, which have yet to commence construction, often referred to as our “shadow pipeline” which are crucial to our long-term growth. While we cannot make any assurances on the timing or delivery of these projects, our track record speaks to our ability to bring large, complex projects to fruition when there is demand and available construction financing. The projects listed below represent pro-rata costs of $820.7 million ($1,032.0 million at full consolidation) of Projects Under Development (“PUD”) on our balance sheet and pro-rata mortgage debt of $175.5 million ($235.0 million at full consolidation).
| |
1) | Atlantic Yards - Brooklyn, NY |
Atlantic Yards is adjacent to the state-of-the-art arena, Barclays Center, which was designed by the award-winning firms Ellerbe Becket and SHoP Architects and is currently under construction. Atlantic Yards is expected to feature more than 6,400 units of housing, including over 2,200 affordable units, approximately 250,000 square feet of retail space, and more than 8 acres of landscaped open space.
| |
2) | LiveWork Las Vegas - Las Vegas, NV |
LiveWork Las Vegas is a mixed-use project on a 13.5 acre parcel in downtown Las Vegas. At full build-out, the project will have the new 260,000 square-foot City Hall and is also expected to include up to 1 million square feet of office space and approximately 300,000 square feet of retail. The City Hall is owned by the city of Las Vegas, which held its dedication ceremony on March 5, 2012.
| |
3) | The Yards - Washington, D.C. |
The Yards is a 42 acre mixed-use project, located in the neighborhood of the Washington Nationals baseball park in the Capitol Riverfront District. The full project is expected to include up to 2,700 residential units, 1.8 million square feet of office space, and 300,000 square feet of retail and dining space. The Yards features a 5.5 acre publicly funded public park that is a gathering place and recreational focus for the community. The first residential building, Foundry Lofts, opened in November 2011 and includes a Potbelly Sandwich restaurant which opened Q1-12. Kruba Thai & Sushi restaurant is expected to open Q3-12. There are also two retail projects under construction, Boilermaker Shops (expected to open in Q3-12) and the Lumber Shed. Additionally, Twelve12, a mixed-use project, is under construction and is expected to feature 218 residential units and 87,000 square feet of retail space.
| |
4) | Colorado Science + Technology Park at Fitzsimons - Aurora, CO |
The 184 acre Colorado Science + Technology Park at Fitzsimons is becoming a hub for the biotechnology industry in the Rocky Mountain region. Anchored by the University of Colorado at Denver Health Science Center, the University of Colorado Hospital and The Denver Children’s Hospital, the park will offer cost-effective lease rates, build-to-suit office and research sites, and flexible lab and office layouts in a cutting-edge research park. The park is also adjacent to Forest City’s 4,700 acre Stapleton mixed-used development.
| |
5) | The Science + Technology Park at Johns Hopkins - Baltimore, MD |
The 31 acre Science + Technology Park at Johns Hopkins is a new center for collaborative research directly adjacent to the world-renowned Johns Hopkins medical and research complex. Initial plans call for 1.1 million square feet in five buildings, with future phases that could support additional expansion. In 2008, the Company opened the first of those buildings, 855 North Wolfe Street, a 279,000 square-foot office building anchored by the Johns Hopkins School of Medicine’s Institute for Basic Biomedical Sciences. Construction of a 492,000 square-foot parking garage at 901 N. Washington Street is currently underway and will provide approximately 1,450 parking spaces for Johns Hopkins and the active buildings at the Science + Technology Park upon its anticipated completion in Q4-12. Construction of a second commercial building totaling 234,000 square-feet commenced in January 2012. The new building is being developed on a fee basis and will be fully leased to the Department of Health & Mental Hygiene (DHMH), upon its anticipated opening in Q2-14.
6) Waterfront Station - Washington, D.C.
Located in Southwest Washington, D.C., Waterfront Station is adjacent to the Waterfront/Southeastern University MetroRail station. Waterfront Station is expected to include 660,000 square feet of office space, an estimated 400 residential units and 40,000 square feet of stores and restaurants.
| |
7) | 300 Massachusetts Avenue - Cambridge, MA |
Located in the science and technology hub of Cambridge, MA, the 300 Massachusetts Avenue block represents an expansion of University Park @ MIT. In a 50/50 partnership with MIT, Forest City is presently focused on a project that reflects a development program of approximately 260,000 square feet of lab and office space. Potential redevelopment of the entire block is possible with the acquisition of adjacent parcels in future phases, and would result in an approximately 400,000 square foot project.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Military Housing
as of July 31, 2012
Below is a summary of our Military Housing development projects. The Company provides development, construction and management services for these projects and receives agreed upon fees for these services. The following phases still have a percentage of units opened and under construction:
|
| | | | | | | | | | | |
Property | Location | Anticipated Opening | FCE Pro-Rata % | Cost at Full Consolidation | Total Cost at 100% | No. of Units |
| | | | (in millions) | |
Military Housing - Under Construction | | | | | | |
Hawaii Phase IV | Kaneohe, HI | 2007-2014 | * | $ | 0.0 |
| $ | 480.1 |
| 1,141 |
|
Air Force - Southern Group: | | | | | | |
Keesler Air Force Base | Biloxi, MS | 2011-2012 | 0.0% | 0.0 |
| 5.0 |
| 1,188 |
|
Joint Base Charleston | Charleston, SC | 2011-2013 | 0.0% | 0.0 |
| 72.1 |
| 345 |
|
Arnold Air Force Base | Tullahoma, TN | 2011-2013 | 0.0% | 0.0 |
| 10.2 |
| 22 |
|
Shaw Air Force Base | Sumter, SC | 2011-2015 | 0.0% | 0.0 |
| 156.8 |
| 630 |
|
Subtotal Air Force - Southern Group | $ | 0.0 |
| $ | 244.1 |
| 2,185 |
|
Total Under Construction | $ | 0.0 |
| $ | 724.2 |
| 3,326 |
|
|
| |
* | The Company's share of residual cash flow ranges from 0-20% during the life cycle of the project. |
Summary of Military Housing Net Operating Income (14,104 end-state units)
Development fees related to our military housing projects are earned based on a contractual percentage of the actual development costs incurred. We also recognize additional development incentive fees upon successful completion of certain criteria, such as incentives to realize development cost savings, encourage small and local business participation, comply with specified safety standards and other project management incentives as specified in the development agreements. NOI from development and development incentive fees was $2,930,000 and $5,292,000 for the three and six months ended July 31, 2012, respectively, and $680,000 and $1,817,000 for the three and six months ended July 31, 2011, respectively.
Construction management fees are earned based on a contractual percentage of the actual construction costs incurred. We also recognize certain construction incentive fees based upon successful completion of certain criteria as set forth in the construction contracts. NOI from construction and incentive fees was $121,000 and $554,000 for the three and six months ended July 31, 2012, respectively, and $846,000 and $2,026,000 for the three and six months ended July 31, 2011, respectively.
Property management and asset management fees are earned based on a contractual percentage of the annual net rental income and annual operating income, respectively, that is generated by the military housing privatization projects as defined in the agreements. We also recognize certain property management incentive fees based upon successful completion of certain criteria as set forth in the property management agreements. Property management, management incentive and asset management fees generated NOI of $3,684,000 and $7,231,000 for the three and six months ended July 31, 2012, respectively, and $2,418,000 and $5,647,000 for the three and six months ended July 31, 2011, respectively.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Land Held for Development and Sale
as of July 31, 2012
The Company intends to retain one land development project, Stapleton, near Denver, Colorado. Stapleton represents one of the nation’s largest urban redevelopments. At full build-out of 4,700 acres or 7.5 square miles, Stapleton is planned for more than 12,000 homes and apartments, a projected 3 million square-feet of retail and 10 million square-feet of office/research and development/industrial space. Centrally located 10 minutes east of Downtown Denver and 20 minutes from Denver International Airport, Stapleton is expected to be home to 30,000 residents and 35,000 workers when complete.
|
| | | | | | |
Location | Gross Acres (1) | Saleable Acres (2) | Option Acres (3) |
Stapleton—Denver, CO | 341 |
| 196 |
| 1,151 |
|
Land Held for Divestiture
as of July 31, 2012
On January 31, 2012, our Board of Directors approved a strategic decision by our senior management to reposition or divest significant portions of our Land Development Group and is actively executing on our divestiture strategy. Below is a summary of land projects that are considered held for divestiture at July 31, 2012.
|
| | | | | | |
Location | Gross Acres (1) | Saleable Acres (2) | Option Acres (3) |
Central Station - Chicago, IL | 30 |
| 30 |
| — |
|
Mesa del Sol - Albuquerque, NM | 3,006 |
| 1,643 |
| 5,731 |
|
Texas | 256 |
| 256 |
| — |
|
North Carolina | 1,154 |
| 930 |
| — |
|
Ohio | 929 |
| 615 |
| 200 |
|
Arizona | 643 |
| 469 |
| — |
|
Other | 595 |
| 584 |
| — |
|
Total | 6,613 |
| 4,527 |
| 5,931 |
|
| |
(1) | Gross acres represent all acres currently owned including those used for roadways, open spaces and parks. |
| |
(2) | Saleable acres represent the total of all acres owned and available for sale. The Land Development Group may choose to further develop some of the acres into completed sublots prior to sale. |
| |
(3) | Option acres are those acres that the Land Development Group has a formal option to acquire. Typically these options are in the form of purchase agreements with contingencies for the satisfaction of due diligence reviews. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Common Stock Data (NYSE: FCE A and FCE B)
The following summarizes information related to the Company’s Class A and Class B Common Stock based on information reported by the New York Stock Exchange:
|
| | | | | | | | | | | | | | | | | | | |
| Quarter Ended |
| July 31, 2012 | | April 30, 2012 | | January 31, 2012 | | October 31, 2011 | | July 31, 2011 |
Class A Common Stock | | | | | | | | | |
Closing Price, end of quarter | $ | 14.11 |
| | $ | 15.95 |
| | $ | 13.13 |
| | $ | 13.68 |
| | $ | 18.01 |
|
High Closing Price | $ | 16.19 |
| | $ | 16.16 |
| | $ | 14.00 |
| | $ | 17.82 |
| | $ | 19.24 |
|
Low Closing Price | $ | 12.98 |
| | $ | 13.19 |
| | $ | 10.88 |
| | $ | 9.76 |
| | $ | 17.78 |
|
Average Closing Price | $ | 14.33 |
| | $ | 14.97 |
| | $ | 12.32 |
| | $ | 12.72 |
| | $ | 18.55 |
|
Total Volume | 37,344,444 |
| | 42,370,907 |
| | 56,114,430 |
| | 101,588,513 |
| | 60,938,097 |
|
Average Volume | 583,507 |
| | 683,402 |
| | 905,071 |
| | 1,562,900 |
| | 967,271 |
|
Common shares outstanding, end of quarter | 148,642,140 |
| | 148,501,425 |
| | 148,227,849 |
| | 148,192,446 |
| | 148,162,038 |
|
Class B Common Stock | | | | | | | | | |
Closing Price, end of quarter | $ | 14.31 |
| | $ | 15.87 |
| | $ | 13.17 |
| | $ | 13.57 |
| | $ | 17.90 |
|
High Closing Price | $ | 16.20 |
| | $ | 16.12 |
| | $ | 13.92 |
| | $ | 17.77 |
| | $ | 19.17 |
|
Low Closing Price | $ | 13.20 |
| | $ | 13.17 |
| | $ | 10.85 |
| | $ | 9.78 |
| | $ | 17.66 |
|
Average Closing Price | $ | 14.29 |
| | $ | 14.95 |
| | $ | 12.29 |
| | $ | 12.71 |
| | $ | 18.54 |
|
Total Volume | 50,663 |
| | 41,208 |
| | 75,255 |
| | 46,562 |
| | 58,335 |
|
Average Volume | 792 |
| | 665 |
| | 1,214 |
| | 716 |
| | 926 |
|
Common shares outstanding, end of quarter | 20,858,777 |
| | 20,911,371 |
| | 20,934,335 |
| | 20,964,181 |
| | 20,987,364 |
|
Common Equity Market Capitalization | $ | 2,395,829,694 |
| | $ | 2,700,461,187 |
| | $ | 2,221,936,849 |
| | $ | 2,311,756,597 |
| | $ | 3,044,072,120 |
|
Quarterly dividends declared per common share Class A and Class B | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Financial Covenants
The Company’s bank revolving credit facility and indenture dated May 19, 2003 (“2003 Indenture”) contain certain restrictive financial covenants. A summary of the key financial covenants as defined in each agreement, all of which the Company is compliant with at July 31, 2012, follows:
|
| | | | | | | | | | | | | | | | | | | |
| Requirement Per Agreement | | As of July 31, 2012 | | As of April 30, 2012 | | As of January 31, 2012 | | As of October 31, 2011 |
| (dollars in thousands) |
Credit Facility Financial Covenants | | | | | | | | | |
Debt Service Coverage Ratio | 1.35x |
| | 1.88x |
| | 1.89x |
| | 1.93x |
| | 1.92x |
|
Cash Flow Coverage Ratio | 2.50x |
| | 3.38x |
| | 3.57x |
| | 3.86x |
| | 3.94x |
|
Total Development Ratio | <17% |
| | 10.89 | % | | 10.96 | % | | 10.64 | % | | 11.59 | % |
Minimum Consolidated Shareholders’ Equity, as defined | $ | 2,320,175 |
| | $ | 3,578,597 |
| | $ | 3,577,586 |
| | $ | 3,505,097 |
| | $ | 3,584,782 |
|
2003 Indenture Financial Covenants (1) | | | | | | | | | |
Ratio of Consolidated EBITDA to Interest | >1.30x |
| | 1.73x |
| | 1.76x |
| | 1.82x |
| | 1.84x |
|
Minimum Net Worth, as defined (2) | $ | 1,114,587 |
| | $ | 4,147,275 |
| | $ | 4,142,140 |
| | $ | 4,061,179 |
| | $ | 4,105,717 |
|
| |
(1) | Violation of these financial covenants alone would not automatically cause the notes issued under the 2003 Indenture to become due and payable, but would prevent the Company from incurring or permitting a subsidiary from incurring additional debt, as defined in the 2003 Indenture, unless otherwise permitted by the 2003 Indenture. |
| |
(2) | Represents the minimum net worth requirement, as defined at July 31, 2012. This requirement fluctuates each quarter based on actual financial results of each applicable period. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Debt for Projects under Construction and Development
We use nonrecourse mortgage debt and nonrecourse notes payable for the financing of our projects under construction and development. We draw on these financings to partially fund the cost incurred with the development of our real estate. As of July 31, 2012, the amounts outstanding compared to the total commitment under the financings are as follows:
|
| | | | | | | | | | | | |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation (Non-GAAP) |
| (in thousands) |
Outstanding | | | | |
Fixed | $ | 619,481 |
| $ | 283,963 |
| $ | 738 |
| $ | 336,256 |
|
Variable | | | | |
Taxable | 184,943 |
| 460 |
| 5,899 |
| 190,382 |
|
Tax-Exempt | — |
| — |
| 2,372 |
| 2,372 |
|
Total outstanding on projects under construction and development (1) | $ | 804,424 |
| $ | 284,423 |
| $ | 9,009 |
| $ | 529,010 |
|
Commitment | | | | |
Fixed | $ | 836,666 |
| $ | 401,473 |
| $ | 738 |
| $ | 435,931 |
|
Variable | | | | |
Taxable | 202,043 |
| 1,139 |
| 5,899 |
| 206,803 |
|
Tax-Exempt | — |
| — |
| 2,372 |
| 2,372 |
|
Total commitment | $ | 1,038,709 |
| $ | 402,612 |
| $ | 9,009 |
| $ | 645,106 |
|
| |
(1) | Proceeds from outstanding debt of $2,121 and $3,641, at full and pro-rata consolidation, respectively, described above are recorded as restricted cash and escrowed funds in our Consolidated Balance Sheet. For bonds issued in conjunction with development, the full amount of the bonds is issued at the beginning of construction and must remain in escrow until costs are incurred. |
Nonrecourse Debt
Our primary capital strategy seeks to isolate the operating and financial risk at the property level to maximize returns and reduce risk on and of our equity capital. As such, substantially all of our operating and development properties are separately encumbered with nonrecourse mortgage debt which in some limited circumstances is supplemented by nonrecourse notes payable (collectively “nonrecourse debt”).
We use taxable and tax-exempt nonrecourse debt for our real estate projects. For real estate projects financed with tax-exempt debt, we generally utilize variable-rate debt. For construction loans, we generally pursue variable-rate financings with maturities ranging from two to five years. For those real estate projects financed with taxable debt, we generally seek long-term, fixed-rate financing for those operating projects whose loans mature or are projected to open and achieve stabilized operations. The availability of nonrecourse mortgage capital is improving, especially in strong markets, but is still not at the levels before the economic downturn. For those assets that cannot be refinanced at attractive terms, we attempt to extend the maturities with existing lenders.
We are actively working to refinance and/or extend the maturities of the nonrecourse debt that are coming due in the next 24 months. During the six months ended July 31, 2012, we completed the following financings:
|
| | | | | | | | | | | | |
Purpose of Financing | Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation |
| (in thousands) |
Refinancings | $ | 203,450 |
| $ | 13,300 |
| $ | 51,683 |
| $ | 241,833 |
|
Construction and development projects (1) | 101,380 |
| — |
| — |
| 101,380 |
|
Loan extensions/additional fundings | 102,859 |
| 2,643 |
| 25,587 |
| 125,803 |
|
| $ | 407,689 |
| $ | 15,943 |
| $ | 77,270 |
| $ | 469,016 |
|
| |
(1) | Represents the full amount available to be drawn on the loans. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands)
As of July 31, 2012
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Period Ending January 31, 2013 | | Fiscal Year Ending January 31, 2014 |
| Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation | | Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation |
Fixed: | | | | | | | | | |
Fixed-rate debt | $ | 195,538 |
| $ | 3,520 |
| $ | 43,525 |
| $ | 235,543 |
| | $ | 636,157 |
| $ | 80,271 |
| $ | 141,153 |
| $ | 697,039 |
|
Weighted average rate | 5.62 | % | 7.24 | % | 6.31 | % | 5.72 | % | | 6.44 | % | 9.91 | % | 6.32 | % | 6.01 | % |
Variable: | | | | | | | | | |
Variable-rate debt | 853,270 |
| 772 |
| 35,338 |
| 887,836 |
| | 70,337 |
| 2,281 |
| 50,042 |
| 118,098 |
|
Weighted average rate | 3.29 | % | 3.32 | % | 4.42 | % | 3.33 | % | | 5.28 | % | 5.29 | % | 3.13 | % | 4.37 | % |
Tax-Exempt | — |
| — |
| 2,495 |
| 2,495 |
| | 90,800 |
| — |
| 53,040 |
| 143,840 |
|
Weighted average rate | — | % | — | % | 1.52 | % | 1.52 | % | | 2.68 | % | — | % | 3.19 | % | 2.87 | % |
Total variable-rate debt | 853,270 |
| 772 |
| 37,833 |
| 890,331 |
| | 161,137 |
| 2,281 |
| 103,082 |
| 261,938 |
|
Total Nonrecourse Debt | $ | 1,048,808 |
| $ | 4,292 |
| $ | 81,358 |
| $ | 1,125,874 |
| | $ | 797,294 |
| $ | 82,552 |
| $ | 244,235 |
| $ | 958,977 |
|
Weighted Average Rate | 3.72 | % | 6.53 | % | 5.34 | % | 3.83 | % | | 5.91 | % | 9.78 | % | 4.99 | % | 5.34 | % |
| | | | | | | | | |
| Fiscal Year Ending January 31, 2015 | | Fiscal Year Ending January 31, 2016 |
| Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation | | Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation |
Fixed: | | | | | | | | | |
Fixed-rate debt | $ | 294,996 |
| $ | 34,272 |
| $ | 243,704 |
| $ | 504,428 |
| | $ | 350,501 |
| $ | 29,430 |
| $ | 117,025 |
| $ | 438,096 |
|
Weighted average rate | 6.03 | % | 5.93 | % | 5.51 | % | 5.78 | % | | 5.56 | % | 5.83 | % | 5.21 | % | 5.45 | % |
Variable: | | | | | | | | | |
Variable-rate debt | 30,518 |
| 618 |
| 30,883 |
| 60,783 |
| | 22,979 |
| 4,518 |
| 21,481 |
| 39,942 |
|
Weighted average rate | 3.66 | % | 2.89 | % | 4.25 | % | 3.97 | % | | 3.53 | % | 3.61 | % | 1.63 | % | 2.50 | % |
Tax-Exempt | — |
| — |
| — |
| — |
| | — |
| — |
| — |
| — |
|
Weighted average rate | — | % | — | % | — | % | — | % | | — | % | — | % | — | % | — | % |
Total variable-rate debt | 30,518 |
| 618 |
| 30,883 |
| 60,783 |
| | 22,979 |
| 4,518 |
| 21,481 |
| 39,942 |
|
Total Nonrecourse Debt | $ | 325,514 |
| $ | 34,890 |
| $ | 274,587 |
| $ | 565,211 |
| | $ | 373,480 |
| $ | 33,948 |
| $ | 138,506 |
| $ | 478,038 |
|
Weighted Average Rate | 5.81 | % | 5.87 | % | 5.37 | % | 5.59 | % | | 5.43 | % | 5.53 | % | 4.65 | % | 5.20 | % |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of July 31, 2012
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Period Ending January 31, 2017 | | Thereafter |
| Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation | | Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation |
Fixed: | | | | | | | | | |
Fixed-rate debt | $ | 424,954 |
| $ | 6,798 |
| $ | 89,886 |
| $ | 508,042 |
| | $ | 1,825,799 |
| $ | 283,074 |
| $ | 848,280 |
| $ | 2,391,005 |
|
Weighted average rate | 5.74 | % | 5.98 | % | 6.47 | % | 5.87 | % | | 5.23 | % | 6.36 | % | 5.48 | % | 5.19 | % |
Variable: | | | | | | | | | |
Variable-rate debt | — |
| — |
| 182,405 |
| 182,405 |
| | 652,908 |
| 2,796 |
| 112,218 |
| 762,330 |
|
Weighted average rate | — | % | — | % | 2.37 | % | 2.37 | % | | 6.54 | % | 3.25 | % | 3.97 | % | 6.17 | % |
Tax-Exempt | — |
| — |
| 103,989 |
| 103,989 |
| | 340,601 |
| 9,220 |
| 110,685 |
| 442,066 |
|
Weighted average rate | — | % | — | % | 2.41 | % | 2.41 | % | | 1.27 | % | 0.85 | % | 1.32 | % | 1.29 | % |
Total variable-rate debt | — |
| — |
| 286,394 |
| 286,394 |
| | 993,509 |
| 12,016 |
| 222,903 |
| 1,204,396 |
|
Total Nonrecourse Debt | $ | 424,954 |
| $ | 6,798 |
| $ | 376,280 |
| $ | 794,436 |
| | $ | 2,819,308 |
| $ | 295,090 |
| $ | 1,071,183 |
| $ | 3,595,401 |
|
Weighted Average Rate | 5.74 | % | 5.98 | % | 3.36 | % | 4.61 | % | | 5.06 | % | 6.16 | % | 4.89 | % | 4.92 | % |
| | | | | | | | | |
| Total | | |
| Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation | | | | | |
Fixed: | | | | | | | | | |
Fixed-rate debt | $ | 3,727,945 |
| $ | 437,365 |
| $ | 1,483,573 |
| $ | 4,774,153 |
| | | | | |
Weighted average rate | 5.61 | % | 6.94 | % | 5.63 | % | 5.49 | % | | | | | |
Variable: | | | | | | | | | |
Variable-rate debt | 1,630,012 |
| 10,985 |
| 432,367 |
| 2,051,394 |
| | | | | |
Weighted average rate | 4.69 | % | 3.81 | % | 3.14 | % | 4.36 | % | | | | | |
Tax-Exempt | 431,401 |
| 9,220 |
| 270,209 |
| 692,390 |
| | | | | |
Weighted average rate | 1.56 | % | 0.85 | % | 2.11 | % | 1.79 | % | | | | | |
Total variable-rate debt | 2,061,413 |
| 20,205 |
| 702,576 |
| 2,743,784 |
| | | | | |
Total Nonrecourse Debt | $ | 5,789,358 |
| $ | 457,570 |
| $ | 2,186,149 |
| $ | 7,517,937 |
| | | | | |
Weighted Average Rate | 5.05 | % | 6.74 | % | 4.70 | % | 4.84 | % | | | | | |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended July 31, 2012 and 2011 (in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial Group 2012 | | | Commercial Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 182,188 |
| $ | 6,765 |
| $ | 59,021 |
| $ | 125 |
| $ | 234,569 |
| | | $ | 180,022 |
| $ | 8,526 |
| $ | 55,995 |
| $ | 9,190 |
| $ | 236,681 |
|
Exclude straight-line rent adjustment | (4,683 | ) | — |
| — |
| — |
| (4,683 | ) | | | 1,906 |
| — |
| — |
| (216 | ) | 1,690 |
|
Adjusted revenues | 177,505 |
| 6,765 |
| 59,021 |
| 125 |
| 229,886 |
| | | 181,928 |
| 8,526 |
| 55,995 |
| 8,974 |
| 238,371 |
|
Add interest and other income | 6,299 |
| 106 |
| 31 |
| — |
| 6,224 |
| | | 7,714 |
| 173 |
| 40 |
| — |
| 7,581 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 22,180 |
| — |
| (22,421 | ) | — |
| (241 | ) | | | 3,845 |
| 1 |
| (3,844 | ) | — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (16,107 | ) | — |
| 16,107 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 11,156 |
| — |
| (11,156 | ) | — |
| — |
| | | 10,394 |
| — |
| (10,394 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 16,607 |
| — |
| (16,607 | ) | — |
| — |
| | | 16,519 |
| — |
| (16,519 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | 19 |
| — |
| (19 | ) | — |
| — |
|
Adjusted total income | 217,640 |
| 6,871 |
| 24,975 |
| 125 |
| 235,869 |
| | | 220,419 |
| 8,700 |
| 25,259 |
| 8,974 |
| 245,952 |
|
Operating expenses | 105,496 |
| 5,244 |
| 24,975 |
| 71 |
| 125,298 |
| | | 93,259 |
| 5,137 |
| 25,259 |
| 5,159 |
| 118,540 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 177 |
| — |
| — |
| — |
| 177 |
| | | 194 |
| — |
| — |
| — |
| 194 |
|
Exclude straight-line rent adjustment | (763 | ) | — |
| — |
| — |
| (763 | ) | | | (1,095 | ) | — |
| — |
| — |
| (1,095 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | (586 | ) | — |
| — |
| — |
| (586 | ) |
Adjusted operating expenses | 104,910 |
| 5,244 |
| 24,975 |
| 71 |
| 124,712 |
| | | 91,772 |
| 5,137 |
| 25,259 |
| 5,159 |
| 117,053 |
|
Net operating income | 112,730 |
| 1,627 |
| — |
| 54 |
| 111,157 |
| | | 128,647 |
| 3,563 |
| — |
| 3,815 |
| 128,899 |
|
Interest expense | (40,968 | ) | (2,231 | ) | (16,607 | ) | (44 | ) | (55,388 | ) | | | (40,607 | ) | (2,811 | ) | (16,519 | ) | (997 | ) | (55,312 | ) |
Interest expense of unconsolidated entities | (16,607 | ) | — |
| 16,607 |
| — |
| — |
| | | (16,519 | ) | — |
| 16,519 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | 5,329 |
| — |
| (19 | ) | — |
| 5,310 |
|
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | (19 | ) | — |
| 19 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | (586 | ) | — |
| — |
| — |
| (586 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | (3,513 | ) | — |
| — |
| — |
| (3,513 | ) | | | (2,349 | ) | — |
| — |
| (95 | ) | (2,444 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | 3,920 |
| — |
| — |
| — |
| 3,920 |
| | | (3,001 | ) | — |
| — |
| 216 |
| (2,785 | ) |
Noncontrolling interest in FFO | (2,098 | ) | (2,098 | ) | — |
| — |
| — |
| | | (752 | ) | (752 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 10 |
| — |
| — |
| (10 | ) | — |
| | | 2,939 |
| — |
| — |
| (2,939 | ) | — |
|
Pre-Tax FFO | 60,240 |
| — |
| — |
| — |
| 60,240 |
| | | 73,082 |
| — |
| — |
| — |
| 73,082 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 60,240 |
| $ | — |
| $ | — |
| $ | — |
| $ | 60,240 |
| | | $ | 73,082 |
| $ | — |
| $ | — |
| $ | — |
| $ | 73,082 |
|
Depreciation and amortization - Real Estate Groups | (51,248 | ) | — |
| — |
| (16 | ) | (51,264 | ) | | | (48,570 | ) | — |
| — |
| (1,104 | ) | (49,674 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 16,107 |
| — |
| 16,107 |
| | | — |
| — |
| — |
| 29,899 |
| 29,899 |
|
Gain on disposition of unconsolidated entities | 16,107 |
| — |
| (16,107 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | (2,908 | ) | — |
| — |
| (261 | ) | (3,169 | ) | | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | |
|
| | | | | | |
|
|
Depreciation and amortization - Real Estate Groups | (16 | ) | — |
| — |
| 16 |
| — |
| | | (1,104 | ) | — |
| — |
| 1,104 |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | 29,899 |
| — |
| — |
| (29,899 | ) | — |
|
Impairment of consolidated real estate | (261 | ) | — |
| — |
| 261 |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 21,914 |
| $ | — |
| $ | — |
| $ | — |
| $ | 21,914 |
| | | $ | 53,307 |
| $ | — |
| $ | — |
| $ | — |
| $ | 53,307 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential Group 2012 | | | Residential Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 66,701 |
| $ | 3,250 |
| $ | 34,443 |
| $ | 723 |
| $ | 98,617 |
| | | $ | 56,822 |
| $ | 3,254 |
| $ | 36,558 |
| $ | 703 |
| $ | 90,829 |
|
Exclude straight-line rent adjustment | 145 |
| — |
| — |
| — |
| 145 |
| | | (288 | ) | — |
| — |
| — |
| (288 | ) |
Adjusted revenues | 66,846 |
| 3,250 |
| 34,443 |
| 723 |
| 98,762 |
| | | 56,534 |
| 3,254 |
| 36,558 |
| 703 |
| 90,541 |
|
Add interest and other income | 4,837 |
| 141 |
| 257 |
| — |
| 4,953 |
| | | 4,998 |
| 149 |
| 224 |
| — |
| 5,073 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 80 |
| 169 |
| 14 |
| — |
| (75 | ) | | | 1,614 |
| 141 |
| (1,548 | ) | — |
| (75 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 9,325 |
| — |
| (9,325 | ) | — |
| — |
| | | 6,274 |
| — |
| (6,274 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 7,338 |
| — |
| (7,338 | ) | — |
| — |
| | | 8,611 |
| — |
| (8,611 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | 1,313 |
| — |
| (1,313 | ) | — |
| — |
| | | 2,336 |
| — |
| (2,336 | ) | — |
| — |
|
Adjusted total income | 89,739 |
| 3,560 |
| 16,738 |
| 723 |
| 103,640 |
| | | 80,367 |
| 3,544 |
| 18,013 |
| 703 |
| 95,539 |
|
Operating expenses | 42,902 |
| 2,413 |
| 16,738 |
| 245 |
| 57,472 |
| | | 39,506 |
| 2,265 |
| 18,013 |
| 254 |
| 55,508 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 97 |
| — |
| — |
| — |
| 97 |
| | | 120 |
| — |
| — |
| — |
| 120 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 42,999 |
| 2,413 |
| 16,738 |
| 245 |
| 57,569 |
| | | 39,626 |
| 2,265 |
| 18,013 |
| 254 |
| 55,628 |
|
Net operating income | 46,740 |
| 1,147 |
| — |
| 478 |
| 46,071 |
| | | 40,741 |
| 1,279 |
| — |
| 449 |
| 39,911 |
|
Interest expense | (5,040 | ) | (355 | ) | (7,338 | ) | (212 | ) | (12,235 | ) | | | (8,823 | ) | (582 | ) | (8,611 | ) | (217 | ) | (17,069 | ) |
Interest expense of unconsolidated entities | (7,338 | ) | — |
| 7,338 |
| — |
| — |
| | | (8,611 | ) | — |
| 8,611 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| (1,313 | ) | — |
| (1,313 | ) | | | — |
| — |
| (2,336 | ) | — |
| (2,336 | ) |
Gain (loss) on early extinguishment of debt of unconsolidated entities | (1,313 | ) | — |
| 1,313 |
| — |
| — |
| | | (2,336 | ) | — |
| 2,336 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (808 | ) | — |
| — |
| (4 | ) | (812 | ) | | | (882 | ) | — |
| — |
| (4 | ) | (886 | ) |
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | (145 | ) | — |
| — |
| — |
| (145 | ) | | | 288 |
| — |
| — |
| — |
| 288 |
|
Noncontrolling interest in FFO | (792 | ) | (792 | ) | — |
| — |
| — |
| | | (697 | ) | (697 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 262 |
| — |
| — |
| (262 | ) | — |
| | | 228 |
| — |
| — |
| (228 | ) | — |
|
Pre-Tax FFO | 31,566 |
| — |
| — |
| — |
| 31,566 |
| | | 19,908 |
| — |
| — |
| — |
| 19,908 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 31,566 |
| $ | — |
| $ | — |
| $ | — |
| $ | 31,566 |
| | | $ | 19,908 |
| $ | — |
| $ | — |
| $ | — |
| $ | 19,908 |
|
Depreciation and amortization - Real Estate Groups | (20,953 | ) | — |
| — |
| (175 | ) | (21,128 | ) | | | (18,971 | ) | — |
| — |
| (217 | ) | (19,188 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | (235 | ) | — |
| — |
| — |
| (235 | ) |
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | (175 | ) | — |
| — |
| 175 |
| — |
| | | (217 | ) | — |
| — |
| 217 |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 10,438 |
| $ | — |
| $ | — |
| $ | — |
| $ | 10,438 |
| | | $ | 485 |
| $ | — |
| $ | — |
| $ | — |
| $ | 485 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Land Group 2012 | | | Land Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 12,484 |
| $ | 1,176 |
| $ | 466 |
| $ | — |
| $ | 11,774 |
| | | $ | 7,862 |
| $ | 399 |
| $ | 2,090 |
| $ | — |
| $ | 9,553 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | 12,484 |
| 1,176 |
| 466 |
| — |
| 11,774 |
| | | 7,862 |
| 399 |
| 2,090 |
| — |
| 9,553 |
|
Add interest and other income | 2,510 |
| 242 |
| — |
| — |
| 2,268 |
| | | 2,553 |
| 212 |
| 4 |
| — |
| 2,345 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | (39,600 | ) | — |
| 42,441 |
| — |
| 2,841 |
| | | 308 |
| — |
| (200 | ) | — |
| 108 |
|
Net loss on land held for divestiture activity of unconsolidated entities | 41,887 |
| — |
| (41,887 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | 390 |
| — |
| (390 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 18 |
| — |
| (18 | ) | — |
| — |
| | | 76 |
| — |
| (76 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 21 |
| — |
| (21 | ) | — |
| — |
| | | 53 |
| — |
| (53 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 17,710 |
| 1,418 |
| 591 |
| — |
| 16,883 |
| | | 10,852 |
| 611 |
| 1,765 |
| — |
| 12,006 |
|
Operating expenses | 11,271 |
| 703 |
| 591 |
| — |
| 11,159 |
| | | 10,193 |
| 453 |
| 1,765 |
| — |
| 11,505 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 45 |
| — |
| — |
| — |
| 45 |
| | | 16 |
| — |
| — |
| — |
| 16 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 11,316 |
| 703 |
| 591 |
| — |
| 11,204 |
| | | 10,209 |
| 453 |
| 1,765 |
| — |
| 11,521 |
|
Net operating income | 6,394 |
| 715 |
| — |
| — |
| 5,679 |
| | | 643 |
| 158 |
| — |
| — |
| 485 |
|
Interest expense | (2,475 | ) | (91 | ) | (21 | ) | — |
| (2,405 | ) | | | (776 | ) | (130 | ) | (53 | ) | — |
| (699 | ) |
Interest expense of unconsolidated entities | (21 | ) | — |
| 21 |
| — |
| — |
| | | (53 | ) | — |
| 53 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) | | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (28 | ) | — |
| — |
| — |
| (28 | ) | | | (85 | ) | — |
| — |
| — |
| (85 | ) |
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | (4,131 | ) | (4,131 | ) | — |
| — |
| — |
| | | (28 | ) | (28 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (48,606 | ) | — |
| — |
| — |
| (48,606 | ) | | | (299 | ) | — |
| — |
| — |
| (299 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | (48,606 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (48,606 | ) | | | $ | (299 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (299 | ) |
Depreciation and amortization - Real Estate Groups | (101 | ) | — |
| — |
| — |
| (101 | ) | | | (67 | ) | — |
| — |
| — |
| (67 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| (390 | ) | — |
| (390 | ) | | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (49,097 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (49,097 | ) | | | $ | (366 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (366 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| The Nets Group 2012 | | | The Nets Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| | | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Add interest and other income | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | (8,272 | ) | — |
| — |
| — |
| (8,272 | ) | | | (3,382 | ) | — |
| — |
| — |
| (3,382 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | (8,272 | ) | — |
| — |
| — |
| (8,272 | ) | | | (3,382 | ) | — |
| — |
| — |
| (3,382 | ) |
Operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net operating income | (8,272 | ) | — |
| — |
| — |
| (8,272 | ) | | | (3,382 | ) | — |
| — |
| — |
| (3,382 | ) |
Interest expense | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain on change in control of interests | | | | | | | | | | | | |
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (8,272 | ) | — |
| — |
| — |
| (8,272 | ) | | | (3,382 | ) | — |
| — |
| — |
| (3,382 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | (8,272 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (8,272 | ) | | | $ | (3,382 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (3,382 | ) |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (8,272 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (8,272 | ) | | | $ | (3,382 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (3,382 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Group 2012 | | | Corporate Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| | | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Add interest and other income | 32 |
| — |
| — |
| — |
| 32 |
| | | 50 |
| — |
| — |
| — |
| 50 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 32 |
| — |
| — |
| — |
| 32 |
| | | 50 |
| — |
| — |
| — |
| 50 |
|
Operating expenses | 13,623 |
| — |
| — |
| — |
| 13,623 |
| | | 9,798 |
| — |
| — |
| — |
| 9,798 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 257 |
| — |
| — |
| — |
| 257 |
| | | 356 |
| — |
| — |
| — |
| 356 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 13,880 |
| — |
| — |
| — |
| 13,880 |
| | | 10,154 |
| — |
| — |
| — |
| 10,154 |
|
Net operating income | (13,848 | ) | — |
| — |
| — |
| (13,848 | ) | | | (10,104 | ) | — |
| — |
| — |
| (10,104 | ) |
Interest expense | (14,242 | ) | — |
| — |
| — |
| (14,242 | ) | | | (12,789 | ) | — |
| — |
| — |
| (12,789 | ) |
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | (10,800 | ) | — |
| — |
| — |
| (10,800 | ) |
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (28,090 | ) | — |
| — |
| — |
| (28,090 | ) | | | (33,693 | ) | — |
| — |
| — |
| (33,693 | ) |
Income tax benefit (expense) on FFO | 14,239 |
| — |
| — |
| — |
| 14,239 |
| | | 4,513 |
| — |
| — |
| — |
| 4,513 |
|
Funds From Operations (FFO) | $ | (13,851 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (13,851 | ) | | | $ | (29,180 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (29,180 | ) |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (6,229 | ) | — |
| — |
| — |
| (6,229 | ) | | | (11,597 | ) | — |
| — |
| — |
| (11,597 | ) |
Impairment of consolidated real estate | 1,380 |
| — |
| — |
| — |
| 1,380 |
| | | 91 |
| — |
| — |
| — |
| 91 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (18,700 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (18,700 | ) | | | $ | (40,686 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (40,686 | ) |
Preferred dividends | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) | | | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (22,550 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (22,550 | ) | | | $ | (44,536 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (44,536 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total 2012 | | | Total 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 261,373 |
| $ | 11,191 |
| $ | 93,930 |
| $ | 848 |
| $ | 344,960 |
| | | $ | 244,706 |
| $ | 12,179 |
| $ | 94,643 |
| $ | 9,893 |
| $ | 337,063 |
|
Exclude straight-line rent adjustment | (4,538 | ) | — |
| — |
| — |
| (4,538 | ) | | | 1,618 |
| — |
| — |
| (216 | ) | 1,402 |
|
Adjusted revenues | 256,835 |
| 11,191 |
| 93,930 |
| 848 |
| 340,422 |
| | | 246,324 |
| 12,179 |
| 94,643 |
| 9,677 |
| 338,465 |
|
Add interest and other income | 13,678 |
| 489 |
| 288 |
| — |
| 13,477 |
| | | 15,315 |
| 534 |
| 268 |
| — |
| 15,049 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | (25,612 | ) | 169 |
| 20,034 |
| — |
| (5,747 | ) | | | 2,385 |
| 142 |
| (5,592 | ) | — |
| (3,349 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | 41,887 |
| — |
| (41,887 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (16,107 | ) | — |
| 16,107 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | 390 |
| — |
| (390 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 20,499 |
| — |
| (20,499 | ) | — |
| — |
| | | 16,744 |
| — |
| (16,744 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 23,966 |
| — |
| (23,966 | ) | — |
| — |
| | | 25,183 |
| — |
| (25,183 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | 1,313 |
| — |
| (1,313 | ) | — |
| — |
| | | 2,355 |
| — |
| (2,355 | ) | — |
| — |
|
Adjusted total income | 316,849 |
| 11,849 |
| 42,304 |
| 848 |
| 348,152 |
| | | 308,306 |
| 12,855 |
| 45,037 |
| 9,677 |
| 350,165 |
|
Operating expenses | 173,292 |
| 8,360 |
| 42,304 |
| 316 |
| 207,552 |
| | | 152,756 |
| 7,855 |
| 45,037 |
| 5,413 |
| 195,351 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 576 |
| — |
| — |
| — |
| 576 |
| | | 686 |
| — |
| — |
| — |
| 686 |
|
Exclude straight-line rent adjustment | (763 | ) | — |
| — |
| — |
| (763 | ) | | | (1,095 | ) | — |
| — |
| — |
| (1,095 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | (586 | ) | — |
| — |
| — |
| (586 | ) |
Adjusted operating expenses | 173,105 |
| 8,360 |
| 42,304 |
| 316 |
| 207,365 |
| | | 151,761 |
| 7,855 |
| 45,037 |
| 5,413 |
| 194,356 |
|
Net operating income | 143,744 |
| 3,489 |
| — |
| 532 |
| 140,787 |
| | | 156,545 |
| 5,000 |
| — |
| 4,264 |
| 155,809 |
|
Interest expense | (62,725 | ) | (2,677 | ) | (23,966 | ) | (256 | ) | (84,270 | ) | | | (62,995 | ) | (3,523 | ) | (25,183 | ) | (1,214 | ) | (85,869 | ) |
Interest expense of unconsolidated entities | (23,966 | ) | — |
| 23,966 |
| — |
| — |
| | | (25,183 | ) | — |
| 25,183 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| (1,313 | ) | — |
| (1,313 | ) | | | (5,471 | ) | — |
| (2,355 | ) | — |
| (7,826 | ) |
Gain (loss) on early extinguishment of debt of unconsolidated entities | (1,313 | ) | — |
| 1,313 |
| — |
| — |
| | | (2,355 | ) | — |
| 2,355 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) | | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | (586 | ) | — |
| — |
| — |
| (586 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | (4,349 | ) | — |
| — |
| (4 | ) | (4,353 | ) | | | (3,316 | ) | — |
| — |
| (99 | ) | (3,415 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | 3,775 |
| — |
| — |
| — |
| 3,775 |
| | | (2,713 | ) | — |
| — |
| 216 |
| (2,497 | ) |
Noncontrolling interest in FFO | (7,021 | ) | (7,021 | ) | — |
| — |
| — |
| | | (1,477 | ) | (1,477 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 272 |
| — |
| — |
| (272 | ) | — |
| | | 3,167 |
| — |
| — |
| (3,167 | ) | — |
|
Pre-Tax FFO | 6,838 |
| — |
| — |
| — |
| 6,838 |
| | | 55,616 |
| — |
| — |
| — |
| 55,616 |
|
Income tax benefit (expense) on FFO | 14,239 |
| — |
| — |
| — |
| 14,239 |
| | | 4,513 |
| — |
| — |
| — |
| 4,513 |
|
Funds From Operations (FFO) | $ | 21,077 |
| $ | — |
| $ | — |
| $ | — |
| $ | 21,077 |
| | | $ | 60,129 |
| $ | — |
| $ | — |
| $ | — |
| $ | 60,129 |
|
Depreciation and amortization - Real Estate Groups | (72,302 | ) | — |
| — |
| (191 | ) | (72,493 | ) | | | (67,608 | ) | — |
| — |
| (1,321 | ) | (68,929 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 16,107 |
| — |
| 16,107 |
| | | — |
| — |
| — |
| 29,899 |
| 29,899 |
|
Gain on disposition of unconsolidated entities | 16,107 |
| — |
| (16,107 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | (2,908 | ) | — |
| (390 | ) | (261 | ) | (3,559 | ) | | | (235 | ) | — |
| — |
| — |
| (235 | ) |
Impairment of unconsolidated real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | (191 | ) | — |
| — |
| 191 |
| — |
| | | (1,321 | ) | — |
| — |
| 1,321 |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | 29,899 |
| — |
| — |
| (29,899 | ) | — |
|
Impairment of consolidated real estate | (261 | ) | — |
| — |
| 261 |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (6,229 | ) | — |
| — |
| — |
| (6,229 | ) | | | (11,597 | ) | — |
| — |
| — |
| (11,597 | ) |
Impairment of consolidated real estate | 1,380 |
| — |
| — |
| — |
| 1,380 |
| | | 91 |
| — |
| — |
| — |
| 91 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (43,717 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (43,717 | ) | | | $ | 9,358 |
| $ | — |
| $ | — |
| $ | — |
| $ | 9,358 |
|
Preferred dividends | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) | | | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (47,567 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (47,567 | ) | | | $ | 5,508 |
| $ | — |
| $ | — |
| $ | — |
| $ | 5,508 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Six Months Ended July 31, 2012 and 2011 (in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial Group 2012 | | | Commercial Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 401,237 |
| $ | 13,835 |
| $ | 116,965 |
| $ | 559 |
| $ | 504,926 |
| | | $ | 422,465 |
| $ | 19,325 |
| $ | 100,499 |
| $ | 18,585 |
| $ | 522,224 |
|
Exclude straight-line rent adjustment | (10,389 | ) | — |
| — |
| (3 | ) | (10,392 | ) | | | (1,419 | ) | — |
| — |
| (552 | ) | (1,971 | ) |
Adjusted revenues | 390,848 |
| 13,835 |
| 116,965 |
| 556 |
| 494,534 |
| | | 421,046 |
| 19,325 |
| 100,499 |
| 18,033 |
| 520,253 |
|
Add interest and other income | 10,098 |
| 209 |
| 64 |
| — |
| 9,953 |
| | | 14,455 |
| (338 | ) | 69 |
| — |
| 14,862 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 28,578 |
| — |
| (28,819 | ) | — |
| (241 | ) | | | 6,767 |
| — |
| (6,767 | ) | — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (16,107 | ) | — |
| 16,107 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 22,141 |
| — |
| (22,141 | ) | — |
| — |
| | | 19,063 |
| — |
| (19,063 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 33,140 |
| — |
| (33,140 | ) | — |
| — |
| | | 30,371 |
| — |
| (30,371 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | 19 |
| — |
| (19 | ) | — |
| — |
|
Adjusted total income | 468,698 |
| 14,044 |
| 49,036 |
| 556 |
| 504,246 |
| | | 491,721 |
| 18,987 |
| 44,348 |
| 18,033 |
| 535,115 |
|
Operating expenses | 202,950 |
| 9,944 |
| 49,036 |
| 262 |
| 242,304 |
| | | 193,269 |
| 11,394 |
| 44,348 |
| 11,888 |
| 238,111 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 354 |
| — |
| — |
| — |
| 354 |
| | | 389 |
| — |
| — |
| — |
| 389 |
|
Exclude straight-line rent adjustment | (1,555 | ) | — |
| — |
| — |
| (1,555 | ) | | | (2,369 | ) | — |
| — |
| — |
| (2,369 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,171 | ) | — |
| — |
| — |
| (1,171 | ) |
Adjusted operating expenses | 201,749 |
| 9,944 |
| 49,036 |
| 262 |
| 241,103 |
| | | 190,118 |
| 11,394 |
| 44,348 |
| 11,888 |
| 234,960 |
|
Net operating income | 266,949 |
| 4,100 |
| — |
| 294 |
| 263,143 |
| | | 301,603 |
| 7,593 |
| — |
| 6,145 |
| 300,155 |
|
Interest expense | (79,732 | ) | (4,454 | ) | (33,140 | ) | (199 | ) | (108,617 | ) | | | (85,772 | ) | (6,038 | ) | (30,371 | ) | (2,292 | ) | (112,397 | ) |
Interest expense of unconsolidated entities | (33,140 | ) | — |
| 33,140 |
| — |
| — |
| | | (30,371 | ) | — |
| 30,371 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | (719 | ) | (188 | ) | — |
| — |
| (531 | ) | | | 5,033 |
| (4 | ) | (19 | ) | — |
| 5,018 |
|
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | (19 | ) | — |
| 19 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,171 | ) | — |
| — |
| — |
| (1,171 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | (6,352 | ) | — |
| — |
| — |
| (6,352 | ) | | | (4,818 | ) | — |
| — |
| (357 | ) | (5,175 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | 8,834 |
| — |
| — |
| 3 |
| 8,837 |
| | | (950 | ) | — |
| — |
| 552 |
| (398 | ) |
Noncontrolling interest in FFO | (2,160 | ) | (2,160 | ) | — |
| — |
| — |
| | | (1,551 | ) | (1,551 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 98 |
| — |
| — |
| (98 | ) | — |
| | | 4,048 |
| — |
| — |
| (4,048 | ) | — |
|
Pre-Tax FFO | 160,544 |
| — |
| — |
| — |
| 160,544 |
| | | 186,032 |
| — |
| — |
| — |
| 186,032 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 160,544 |
| $ | — |
| $ | — |
| $ | — |
| $ | 160,544 |
| | | $ | 186,032 |
| $ | — |
| $ | — |
| $ | — |
| $ | 186,032 |
|
Depreciation and amortization - Real Estate Groups | (100,402 | ) | — |
| — |
| (40 | ) | (100,442 | ) | | | (97,350 | ) | — |
| — |
| (2,754 | ) | (100,104 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 16,107 |
| 7,914 |
| 24,021 |
| | | 9,561 |
| — |
| — |
| 39,937 |
| 49,498 |
|
Gain on disposition of unconsolidated entities | 16,107 |
| — |
| (16,107 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | (4,289 | ) | — |
| — |
| (261 | ) | (4,550 | ) | | | (3,435 | ) | — |
| — |
| — |
| (3,435 | ) |
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | (40 | ) | — |
| — |
| 40 |
| — |
| | | (2,754 | ) | — |
| — |
| 2,754 |
| — |
|
Gain on disposition of rental properties | 7,914 |
| — |
| — |
| (7,914 | ) | — |
| | | 39,937 |
| — |
| — |
| (39,937 | ) | — |
|
Impairment of consolidated real estate | (261 | ) | — |
| — |
| 261 |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 79,573 |
| $ | — |
| $ | — |
| $ | — |
| $ | 79,573 |
| | | $ | 131,991 |
| $ | — |
| $ | — |
| $ | — |
| $ | 131,991 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Six Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential Group 2012 | | | Residential Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 131,285 |
| $ | 7,839 |
| $ | 76,112 |
| $ | 1,444 |
| $ | 201,002 |
| | | $ | 109,626 |
| $ | 4,302 |
| $ | 72,341 |
| $ | 1,403 |
| $ | 179,068 |
|
Exclude straight-line rent adjustment | 227 |
| — |
| — |
| — |
| 227 |
| | | (62 | ) | — |
| — |
| — |
| (62 | ) |
Adjusted revenues | 131,512 |
| 7,839 |
| 76,112 |
| 1,444 |
| 201,229 |
| | | 109,564 |
| 4,302 |
| 72,341 |
| 1,403 |
| 179,006 |
|
Add interest and other income | 9,312 |
| 282 |
| 433 |
| — |
| 9,463 |
| | | 10,874 |
| 291 |
| 372 |
| — |
| 10,955 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 4,250 |
| 199 |
| (3,935 | ) | — |
| 116 |
| | | 18,646 |
| 190 |
| (18,253 | ) | — |
| 203 |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | (12,567 | ) | — |
| 12,567 |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 18,315 |
| — |
| (18,315 | ) | — |
| — |
| | | 11,830 |
| — |
| (11,830 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 17,073 |
| — |
| (17,073 | ) | — |
| — |
| | | 17,717 |
| — |
| (17,717 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | 1,313 |
| — |
| (1,313 | ) | — |
| — |
| | | 2,336 |
| — |
| (2,336 | ) | — |
| — |
|
Adjusted total income | 181,775 |
| 8,320 |
| 35,909 |
| 1,444 |
| 210,808 |
| | | 158,400 |
| 4,783 |
| 35,144 |
| 1,403 |
| 190,164 |
|
Operating expenses | 87,586 |
| 5,989 |
| 35,909 |
| 500 |
| 118,006 |
| | | 76,001 |
| 2,804 |
| 35,144 |
| 536 |
| 108,877 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 197 |
| — |
| — |
| — |
| 197 |
| | | 243 |
| — |
| — |
| — |
| 243 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | 63 |
| — |
| — |
| — |
| 63 |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 87,783 |
| 5,989 |
| 35,909 |
| 500 |
| 118,203 |
| | | 76,307 |
| 2,804 |
| 35,144 |
| 536 |
| 109,183 |
|
Net operating income | 93,992 |
| 2,331 |
| — |
| 944 |
| 92,605 |
| | | 82,093 |
| 1,979 |
| — |
| 867 |
| 80,981 |
|
Interest expense | (9,174 | ) | (683 | ) | (17,073 | ) | (426 | ) | (25,990 | ) | | | (14,820 | ) | (1,083 | ) | (17,717 | ) | (434 | ) | (31,888 | ) |
Interest expense of unconsolidated entities | (17,073 | ) | — |
| 17,073 |
| — |
| — |
| | | (17,717 | ) | — |
| 17,717 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| (1,313 | ) | — |
| (1,313 | ) | | | — |
| — |
| (2,336 | ) | — |
| (2,336 | ) |
Gain (loss) on early extinguishment of debt of unconsolidated entities | (1,313 | ) | — |
| 1,313 |
| — |
| — |
| | | (2,336 | ) | — |
| 2,336 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (1,562 | ) | — |
| — |
| (8 | ) | (1,570 | ) | | | (1,718 | ) | — |
| — |
| (8 | ) | (1,726 | ) |
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | (227 | ) | — |
| — |
| — |
| (227 | ) | | | 125 |
| — |
| — |
| — |
| 125 |
|
Noncontrolling interest in FFO | (1,648 | ) | (1,648 | ) | — |
| — |
| — |
| | | (896 | ) | (896 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 510 |
| — |
| — |
| (510 | ) | — |
| | | 425 |
| — |
| — |
| (425 | ) | — |
|
Pre-Tax FFO | 63,505 |
| — |
| — |
| — |
| 63,505 |
| | | 45,156 |
| — |
| — |
| — |
| 45,156 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 63,505 |
| $ | — |
| $ | — |
| $ | — |
| $ | 63,505 |
| | | $ | 45,156 |
| $ | — |
| $ | — |
| $ | — |
| $ | 45,156 |
|
Depreciation and amortization - Real Estate Groups | (41,904 | ) | — |
| — |
| (355 | ) | (42,259 | ) | | | (37,102 | ) | — |
| — |
| (399 | ) | (37,501 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| 12,567 |
| — |
| 12,567 |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | 12,567 |
| — |
| (12,567 | ) | — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | (235 | ) | — |
| — |
| — |
| (235 | ) |
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | (355 | ) | — |
| — |
| 355 |
| — |
| | | (399 | ) | — |
| — |
| 399 |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 21,246 |
| $ | — |
| $ | — |
| $ | — |
| $ | 21,246 |
| | | $ | 19,987 |
| $ | — |
| $ | — |
| $ | — |
| $ | 19,987 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Six Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Land Group 2012 | | | Land Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 24,640 |
| $ | 2,078 |
| $ | 2,417 |
| $ | — |
| $ | 24,979 |
| | | $ | 15,952 |
| $ | 1,050 |
| $ | 4,517 |
| $ | — |
| $ | 19,419 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | 24,640 |
| 2,078 |
| 2,417 |
| — |
| 24,979 |
| | | 15,952 |
| 1,050 |
| 4,517 |
| — |
| 19,419 |
|
Add interest and other income | 4,870 |
| 464 |
| 1 |
| — |
| 4,407 |
| | | 5,394 |
| 441 |
| (56 | ) | — |
| 4,897 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | (39,437 | ) | — |
| 42,528 |
| — |
| 3,091 |
| | | 652 |
| — |
| (871 | ) | — |
| (219 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | 41,887 |
| — |
| (41,887 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | 390 |
| — |
| (390 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 41 |
| — |
| (41 | ) | — |
| — |
| | | 159 |
| — |
| (159 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 85 |
| — |
| (85 | ) | — |
| — |
| | | 202 |
| — |
| (202 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 32,476 |
| 2,542 |
| 2,543 |
| — |
| 32,477 |
| | | 22,359 |
| 1,491 |
| 3,229 |
| — |
| 24,097 |
|
Operating expenses | 22,948 |
| 1,484 |
| 2,543 |
| — |
| 24,007 |
| | | 19,418 |
| 1,057 |
| 3,229 |
| — |
| 21,590 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 59 |
| — |
| — |
| — |
| 59 |
| | | 47 |
| — |
| — |
| — |
| 47 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 23,007 |
| 1,484 |
| 2,543 |
| — |
| 24,066 |
| | | 19,465 |
| 1,057 |
| 3,229 |
| — |
| 21,637 |
|
Net operating income | 9,469 |
| 1,058 |
| — |
| — |
| 8,411 |
| | | 2,894 |
| 434 |
| — |
| — |
| 2,460 |
|
Interest expense | (4,226 | ) | (264 | ) | (85 | ) | — |
| (4,047 | ) | | | (1,600 | ) | (234 | ) | (202 | ) | — |
| (1,568 | ) |
Interest expense of unconsolidated entities | (85 | ) | — |
| 85 |
| — |
| — |
| | | (202 | ) | — |
| 202 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) | | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (54 | ) | — |
| — |
| — |
| (54 | ) | | | (146 | ) | — |
| — |
| — |
| (146 | ) |
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | (1,400 | ) | — |
| — |
| — |
| (1,400 | ) |
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | (4,301 | ) | (4,301 | ) | — |
| — |
| — |
| | | (200 | ) | (200 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (47,542 | ) | — |
| — |
| — |
| (47,542 | ) | | | (654 | ) | — |
| — |
| — |
| (654 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | (47,542 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (47,542 | ) | | | $ | (654 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (654 | ) |
Depreciation and amortization - Real Estate Groups | (209 | ) | — |
| — |
| — |
| (209 | ) | | | (153 | ) | — |
| — |
| — |
| (153 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| (390 | ) | — |
| (390 | ) | | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (48,141 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (48,141 | ) | | | $ | (807 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (807 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Six Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| The Nets Group 2012 | | | The Nets Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| | | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Add interest and other income | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | (15,230 | ) | — |
| — |
| — |
| (15,230 | ) | | | (3,686 | ) | — |
| — |
| — |
| (3,686 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | (15,230 | ) | — |
| — |
| — |
| (15,230 | ) | | | (3,686 | ) | — |
| — |
| — |
| (3,686 | ) |
Operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net operating income | (15,230 | ) | — |
| — |
| — |
| (15,230 | ) | | | (3,686 | ) | — |
| — |
| — |
| (3,686 | ) |
Interest expense | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (15,230 | ) | — |
| — |
| — |
| (15,230 | ) | | | (3,686 | ) | — |
| — |
| — |
| (3,686 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | (15,230 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (15,230 | ) | | | $ | (3,686 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (3,686 | ) |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (15,230 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (15,230 | ) | | | $ | (3,686 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (3,686 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Six Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Group 2012 | | | Corporate Group 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| | | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Add interest and other income | 77 |
| — |
| — |
| — |
| 77 |
| | | 99 |
| — |
| — |
| — |
| 99 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 77 |
| — |
| — |
| — |
| 77 |
| | | 99 |
| — |
| — |
| — |
| 99 |
|
Operating expenses | 26,354 |
| — |
| — |
| — |
| 26,354 |
| | | 24,425 |
| — |
| — |
| — |
| 24,425 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 586 |
| — |
| — |
| — |
| 586 |
| | | 709 |
| — |
| — |
| — |
| 709 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 26,940 |
| — |
| — |
| — |
| 26,940 |
| | | 25,134 |
| — |
| — |
| — |
| 25,134 |
|
Net operating income | (26,863 | ) | — |
| — |
| — |
| (26,863 | ) | | | (25,035 | ) | — |
| — |
| — |
| (25,035 | ) |
Interest expense | (27,837 | ) | — |
| — |
| — |
| (27,837 | ) | | | (26,708 | ) | — |
| — |
| — |
| (26,708 | ) |
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | (10,800 | ) | — |
| — |
| — |
| (10,800 | ) |
Gain (loss) on early extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (54,700 | ) | — |
| — |
| — |
| (54,700 | ) | | | (62,543 | ) | — |
| — |
| — |
| (62,543 | ) |
Income tax benefit (expense) on FFO | 3,652 |
| — |
| — |
| — |
| 3,652 |
| | | (6,600 | ) | — |
| — |
| — |
| (6,600 | ) |
Funds From Operations (FFO) | $ | (51,048 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (51,048 | ) | | | $ | (69,143 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (69,143 | ) |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain on disposition of rental properties | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (9,281 | ) | — |
| — |
| — |
| (9,281 | ) | | | (24,064 | ) | — |
| — |
| — |
| (24,064 | ) |
Impairment of consolidated real estate | 1,916 |
| — |
| — |
| — |
| 1,916 |
| | | 1,423 |
| — |
| — |
| — |
| 1,423 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (58,413 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (58,413 | ) | | | $ | (91,784 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (91,784 | ) |
Preferred dividends | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) | | | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (66,113 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (66,113 | ) | | | $ | (99,484 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (99,484 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Six Months Ended July 31, 2012 and 2011 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total 2012 | | | Total 2011 |
| Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) | | | Full Consolidation (GAAP) | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Plus Discontinued Operations | Pro-Rata Consolidation (Non-GAAP) |
Revenues from real estate operations | $ | 557,162 |
| $ | 23,752 |
| $ | 195,494 |
| $ | 2,003 |
| $ | 730,907 |
| | | $ | 548,043 |
| $ | 24,677 |
| $ | 177,357 |
| $ | 19,988 |
| $ | 720,711 |
|
Exclude straight-line rent adjustment | (10,162 | ) | — |
| — |
| (3 | ) | (10,165 | ) | | | (1,481 | ) | — |
| — |
| (552 | ) | (2,033 | ) |
Adjusted revenues | 547,000 |
| 23,752 |
| 195,494 |
| 2,000 |
| 720,742 |
| | | 546,562 |
| 24,677 |
| 177,357 |
| 19,436 |
| 718,678 |
|
Add interest and other income | 24,357 |
| 955 |
| 498 |
| — |
| 23,900 |
| | | 30,822 |
| 394 |
| 385 |
| — |
| 30,813 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | (21,839 | ) | 199 |
| 9,774 |
| — |
| (12,264 | ) | | | 22,379 |
| 190 |
| (25,891 | ) | — |
| (3,702 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | 41,887 |
| — |
| (41,887 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (16,107 | ) | — |
| 16,107 |
| — |
| — |
| | | (12,567 | ) | — |
| 12,567 |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | 390 |
| — |
| (390 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 40,497 |
| — |
| (40,497 | ) | — |
| — |
| | | 31,052 |
| — |
| (31,052 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 50,298 |
| — |
| (50,298 | ) | — |
| — |
| | | 48,290 |
| — |
| (48,290 | ) | — |
| — |
|
Exclude loss on early extinguishment of debt of unconsolidated entities | 1,313 |
| — |
| (1,313 | ) | — |
| — |
| | | 2,355 |
| — |
| (2,355 | ) | — |
| — |
|
Adjusted total income | 667,796 |
| 24,906 |
| 87,488 |
| 2,000 |
| 732,378 |
| | | 668,893 |
| 25,261 |
| 82,721 |
| 19,436 |
| 745,789 |
|
Operating expenses | 339,838 |
| 17,417 |
| 87,488 |
| 762 |
| 410,671 |
| | | 313,113 |
| 15,255 |
| 82,721 |
| 12,424 |
| 393,003 |
|
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | 1,196 |
| — |
| — |
| — |
| 1,196 |
| | | 1,388 |
| — |
| — |
| — |
| 1,388 |
|
Exclude straight-line rent adjustment | (1,555 | ) | — |
| — |
| — |
| (1,555 | ) | | | (2,306 | ) | — |
| — |
| — |
| (2,306 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,171 | ) | — |
| — |
| — |
| (1,171 | ) |
Adjusted operating expenses | 339,479 |
| 17,417 |
| 87,488 |
| 762 |
| 410,312 |
| | | 311,024 |
| 15,255 |
| 82,721 |
| 12,424 |
| 390,914 |
|
Net operating income | 328,317 |
| 7,489 |
| — |
| 1,238 |
| 322,066 |
| | | 357,869 |
| 10,006 |
| — |
| 7,012 |
| 354,875 |
|
Interest expense | (120,969 | ) | (5,401 | ) | (50,298 | ) | (625 | ) | (166,491 | ) | | | (128,900 | ) | (7,355 | ) | (48,290 | ) | (2,726 | ) | (172,561 | ) |
Interest expense of unconsolidated entities | (50,298 | ) | — |
| 50,298 |
| — |
| — |
| | | (48,290 | ) | — |
| 48,290 |
| — |
| — |
|
Gain (loss) on early extinguishment of debt | (719 | ) | (188 | ) | (1,313 | ) | — |
| (1,844 | ) | | | (5,767 | ) | (4 | ) | (2,355 | ) | — |
| (8,118 | ) |
Gain (loss) on early extinguishment of debt of unconsolidated entities | (1,313 | ) | — |
| 1,313 |
| — |
| — |
| | | (2,355 | ) | — |
| 2,355 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | (6,458 | ) | 3,507 |
| (41,887 | ) | — |
| (51,852 | ) | | | — |
| — |
| — |
| — |
| — |
|
Net loss on land held for divestiture activity of unconsolidated entities | (41,887 | ) | — |
| 41,887 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,171 | ) | — |
| — |
| — |
| (1,171 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | (7,968 | ) | — |
| — |
| (8 | ) | (7,976 | ) | | | (6,682 | ) | — |
| — |
| (365 | ) | (7,047 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of Land Group projects | — |
| — |
| — |
| — |
| — |
| | | (1,400 | ) | — |
| — |
| — |
| (1,400 | ) |
Straight-line rent adjustment | 8,607 |
| — |
| — |
| 3 |
| 8,610 |
| | | (825 | ) | — |
| — |
| 552 |
| (273 | ) |
Noncontrolling interest in FFO | (8,109 | ) | (8,109 | ) | — |
| — |
| — |
| | | (2,647 | ) | (2,647 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 608 |
| — |
| — |
| (608 | ) | — |
| | | 4,473 |
| — |
| — |
| (4,473 | ) | — |
|
Pre-Tax FFO | 106,577 |
| — |
| — |
| — |
| 106,577 |
| | | 164,305 |
| — |
| — |
| — |
| 164,305 |
|
Income tax benefit (expense) on FFO | 3,652 |
| — |
| — |
| — |
| 3,652 |
| | | (6,600 | ) | — |
| — |
| — |
| (6,600 | ) |
Funds From Operations (FFO) | $ | 110,229 |
| $ | — |
| $ | — |
| $ | — |
| $ | 110,229 |
| | | $ | 157,705 |
| $ | — |
| $ | — |
| $ | — |
| $ | 157,705 |
|
Depreciation and amortization - Real Estate Groups | (142,515 | ) | — |
| — |
| (395 | ) | (142,910 | ) | | | (134,605 | ) | — |
| — |
| (3,153 | ) | (137,758 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 16,107 |
| 7,914 |
| 24,021 |
| | | 9,561 |
| — |
| 12,567 |
| 39,937 |
| 62,065 |
|
Gain on disposition of unconsolidated entities | 16,107 |
| — |
| (16,107 | ) | — |
| — |
| | | 12,567 |
| — |
| (12,567 | ) | — |
| — |
|
Impairment of consolidated and unconsolidated real estate | (4,289 | ) | — |
| (390 | ) | (261 | ) | (4,940 | ) | | | (3,670 | ) | — |
| — |
| — |
| (3,670 | ) |
Impairment of unconsolidated real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Discontinued operations: | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | (395 | ) | — |
| — |
| 395 |
| — |
| | | (3,153 | ) | — |
| — |
| 3,153 |
| — |
|
Gain on disposition of rental properties | 7,914 |
| — |
| — |
| (7,914 | ) | — |
| | | 39,937 |
| — |
| — |
| (39,937 | ) | — |
|
Impairment of consolidated real estate | (261 | ) | — |
| — |
| 261 |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (9,281 | ) | — |
| — |
| — |
| (9,281 | ) | | | (24,064 | ) | — |
| — |
| — |
| (24,064 | ) |
Impairment of consolidated real estate | 1,916 |
| — |
| — |
| — |
| 1,916 |
| | | 1,423 |
| — |
| — |
| — |
| 1,423 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (20,965 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (20,965 | ) | | | $ | 55,701 |
| $ | — |
| $ | — |
| $ | — |
| $ | 55,701 |
|
Preferred dividends | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) | | | (7,700 | ) | — |
| — |
| — |
| (7,700 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (28,665 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (28,665 | ) | | | $ | 48,001 |
| $ | — |
| $ | — |
| $ | — |
| $ | 48,001 |
|