Exhibit 99.1
Forest City Enterprises, Inc.
Supplemental Package
Three Months and Years Ended January 31, 2013 and 2012
Forest City Enterprises, Inc. and Subsidiaries
Three Months and Years Ended January 31, 2013 and 2012
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 | |
Operating 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/Financial Covenants | |
Debt for Projects under Construction and Development/Nonrecourse Debt | |
Scheduled Maturities Table | |
Forest City Rental Properties Corporation | |
Consolidated Balance Sheet Information | |
Consolidated Earnings Information | |
Summary of FFO | |
Property Listing | |
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, 2013 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 commercial real estate portfolio, general real estate investment and development risks, using modular construction as a new construction methodology and investing in a facility to produce modular units, vacancies in our properties, 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 of owning and operating an arena, 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, changes in federal, state or local tax laws, 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 have six reportable operating segments. The three strategic business units, which represent four reportable operating segments, are the Commercial Group, Residential Group and Land Development Group (collectively, the "Real Estate Groups"). 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. Additionally, it recently constructed and currently operates Barclays Center, a sports and entertainment arena located in Brooklyn, New York. The Arena, which opened in September 2012, is being reported as a separate segment. 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 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 year ended January 31, 2013, we established and executed on our land divestiture strategy.
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 the other reportable segments of the Company.
We have approximately $10.6 billion of consolidated assets in 26 states and the District of Columbia at January 31, 2013. Our core markets include Boston, Chicago, Dallas, Denver, Los Angeles, New York City, Philadelphia, the Greater San Francisco metropolitan area and the Greater Washington D.C. metropolitan area. Our core markets account for approximately 77 percent of the cost of our real estate portfolio at January 31, 2013. We have offices in Albuquerque, Boston, Dallas, Denver, 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-K for the year ended January 31, 2013. 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.
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 this supplemental package.
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”).
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information
FFO
The majority of our peers in the publicly 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 reported both EBDT and FFO during the fiscal year ended January 31, 2013. Effective February 1, 2013, we will only report FFO to be more comparable to our industry peers.
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.
NOI
NOI, a non-GAAP measure, is defined as revenues (excluding straight-line rent adjustments) less operating expenses (including depreciation and amortization 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 extinguishment of debt, depreciation and amortization of unconsolidated entities. We believe NOI provides us, as well as our investors, with additional information about our core business operations and, along with earnings, is necessary to understand our business and operating results.
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, Operating 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 months and years ended January 31, 2013 and 2012.
We believe occupancy rates, retail and office lease expirations, contractual 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, 2013 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
NYSE Exchange Listings
FCEA - Class A Common Stock ($.33 1/3 par value)
FCEB - Class B Common Stock ($.33 1/3 par value)
FCY - $225,000,000 Aggregate Principal Amount of 7.375% Senior Notes Due 2034
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 – January 31, 2013 (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 | $ | 1,590,646 |
| $ | 22,913 |
| $ | 1,129,662 |
| $ | 2,697,395 |
|
Commercial | | | | |
Retail centers | 3,189,250 |
| 44,143 |
| 1,149,624 |
| 4,294,731 |
|
Office buildings | 2,950,188 |
| 105,482 |
| 345,407 |
| 3,190,113 |
|
Arena | 890,213 |
| 556,871 |
| — |
| 333,342 |
|
Corporate and other equipment | 11,245 |
| — |
| — |
| 11,245 |
|
Total completed rental properties | 8,631,542 |
| 729,409 |
| 2,624,693 |
| 10,526,826 |
|
Projects under construction | | | | |
Residential | 159,558 |
| 1,819 |
| 20,242 |
| 177,981 |
|
Commercial | | | | |
Retail centers | 7,360 |
| — |
| — |
| 7,360 |
|
Office buildings | — |
| — |
| — |
| — |
|
Total projects under construction | 166,918 |
| 1,819 |
| 20,242 |
| 185,341 |
|
Projects under development | | | | |
Residential | 834,153 |
| 193,172 |
| 6,033 |
| 647,014 |
|
Commercial | | | | |
Retail centers | 66,865 |
| 200 |
| 3,085 |
| 69,750 |
|
Office buildings | 258,767 |
| 26,179 |
| 3,804 |
| 236,392 |
|
Total projects under development | 1,159,785 |
| 219,551 |
| 12,922 |
| 953,156 |
|
Total projects under construction and development | 1,326,703 |
| 221,370 |
| 33,164 |
| 1,138,497 |
|
Land held for development and sale | 65,059 |
| 6,258 |
| — |
| 58,801 |
|
Total Real Estate | 10,023,304 |
| 957,037 |
| 2,657,857 |
| 11,724,124 |
|
Less accumulated depreciation | (1,654,632 | ) | (46,207 | ) | (593,490 | ) | (2,201,915 | ) |
Real Estate, net | 8,368,672 |
| 910,830 |
| 2,064,367 |
| 9,522,209 |
|
Cash and equivalents | 333,220 |
| 24,843 |
| 56,484 |
| 364,861 |
|
Restricted cash and escrowed funds | 410,414 |
| 46,549 |
| 82,200 |
| 446,065 |
|
Notes and accounts receivable, net | 426,200 |
| 27,686 |
| 30,010 |
| 428,524 |
|
Investments in and advances to unconsolidated entities | 456,628 |
| (173,869 | ) | (388,942 | ) | 241,555 |
|
Lease and mortgage procurement costs, net | 288,306 |
| 21,734 |
| 47,688 |
| 314,260 |
|
Prepaid expenses and other deferred costs, net | 240,594 |
| 18,822 |
| 9,951 |
| 231,723 |
|
Intangible assets, net | 85,692 |
| 3 |
| 17,177 |
| 102,866 |
|
Land held for divestiture | 2,706 |
| — |
| 7,773 |
| 10,479 |
|
Total Assets | $ | 10,612,432 |
| $ | 876,598 |
| $ | 1,926,708 |
| $ | 11,662,542 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – January 31, 2013 (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 | $ | 1,001,551 |
| $ | 17,856 |
| $ | 876,478 |
| $ | 1,860,173 |
|
Commercial | | | | |
Retail centers | 1,927,409 |
| 39,480 |
| 877,509 |
| 2,765,438 |
|
Office buildings | 1,955,868 |
| 78,931 |
| 280,847 |
| 2,157,784 |
|
Arena | 429,041 |
| 290,393 |
| — |
| 138,648 |
|
Total completed rental properties | 5,313,869 |
| 426,660 |
| 2,034,834 |
| 6,922,043 |
|
Projects under construction | | | | |
Residential | 161,527 |
| — |
| — |
| 161,527 |
|
Commercial | | | | |
Retail centers | 2,449 |
| — |
| — |
| 2,449 |
|
Office buildings | — |
| — |
| — |
| — |
|
Total projects under construction | 163,976 |
| — |
| — |
| 163,976 |
|
Projects under development | | | | |
Residential | 251,814 |
| 59,537 |
| — |
| 192,277 |
|
Commercial | | | | |
Retail centers | — |
| — |
| — |
| — |
|
Office buildings | — |
| — |
| — |
| — |
|
Total projects under development | 251,814 |
| 59,537 |
| — |
| 192,277 |
|
Total projects under construction and development | 415,790 |
| 59,537 |
| — |
| 356,253 |
|
Land held for development and sale | 9,301 |
| 931 |
| — |
| 8,370 |
|
Total Mortgage debt and notes payable, nonrecourse | 5,738,960 |
| 487,128 |
| 2,034,834 |
| 7,286,666 |
|
Bank revolving credit facility | — |
| — |
| — |
| — |
|
Senior and subordinated debt | 1,032,969 |
| — |
| — |
| 1,032,969 |
|
Construction payables | 135,359 |
| 31,250 |
| 15,277 |
| 119,386 |
|
Operating accounts payable and accrued expenses | 688,415 |
| 72,922 |
| 153,670 |
| 769,163 |
|
Accrued derivative liability | 155,724 |
| 150 |
| 13,352 |
| 168,926 |
|
Deferred profit on NY retail joint venture transaction | 114,465 |
| — |
| — |
| 114,465 |
|
Total Accounts payable, accrued expenses and other liabilities | 1,093,963 |
| 104,322 |
| 182,299 |
| 1,171,940 |
|
Cash distributions and losses in excess of investments in unconsolidated entities | 292,727 |
| (29,646 | ) | (299,744 | ) | 22,629 |
|
Deferred income taxes | 474,406 |
| — |
| — |
| 474,406 |
|
Mortgage debt and notes payable, nonrecourse on land held for divestiture | 1,700 |
| — |
| 9,319 |
| 11,019 |
|
Total Liabilities | 8,634,725 |
| 561,804 |
| 1,926,708 |
| 9,999,629 |
|
Redeemable Noncontrolling Interest | 239,136 |
| 239,136 |
| — |
| — |
|
Equity | | | | |
Shareholders’ Equity | | | | |
Shareholders’ equity before accumulated other comprehensive loss | 1,580,095 |
| — |
| — |
| 1,580,095 |
|
Accumulated other comprehensive loss | (103,203 | ) | — |
| — |
| (103,203 | ) |
Total Shareholders’ Equity | 1,476,892 |
| — |
| — |
| 1,476,892 |
|
Noncontrolling interest | 261,679 |
| 75,658 |
| — |
| 186,021 |
|
Total Equity | 1,738,571 |
| 75,658 |
| — |
| 1,662,913 |
|
Total Liabilities and Equity | $ | 10,612,432 |
| $ | 876,598 |
| $ | 1,926,708 |
| $ | 11,662,542 |
|
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 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 |
| — |
| — |
| 595,011 |
|
Office buildings | 15,077 |
| — |
| �� |
| 15,077 |
|
Arena | 591,227 |
| 370,600 |
| — |
| 220,627 |
|
Total projects under construction | 1,257,811 |
| 371,588 |
| 95,404 |
| 981,627 |
|
Projects under development | | | | |
Residential | 776,817 |
| 170,423 |
| 17,693 |
| 624,087 |
|
Commercial | | | | |
Retail centers | 39,495 |
| 408 |
| 18,426 |
| 57,513 |
|
Office buildings | 254,856 |
| 25,738 |
| 4,972 |
| 234,090 |
|
Total projects under development | 1,071,168 |
| 196,569 |
| 41,091 |
| 915,690 |
|
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 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 | 331,308 |
| — |
| — |
| 331,308 |
|
Office buildings | — |
| — |
| — |
| — |
|
Arena | 206,253 |
| 127,685 |
| — |
| 78,568 |
|
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 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 January 31, 2013 (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 | $ | 305,938 |
| $ | 29,292 |
| $ | 102,960 |
| $ | 2,871 |
| $ | 382,477 |
|
Expenses | | | | | |
Operating expenses | 215,510 |
| 19,125 |
| 49,646 |
| 1,634 |
| 247,665 |
|
Depreciation and amortization | 70,000 |
| 4,157 |
| 19,842 |
| 448 |
| 86,133 |
|
Net (gain) loss on land held for divestiture activity | (12,131 | ) | 4,588 |
| (1,393 | ) | — |
| (18,112 | ) |
| 273,379 |
| 27,870 |
| 68,095 |
| 2,082 |
| 315,686 |
|
Interest expense | (84,594 | ) | (7,077 | ) | (26,493 | ) | (833 | ) | (104,843 | ) |
Amortization of mortgage procurement costs | (3,128 | ) | (223 | ) | (740 | ) | (7 | ) | (3,652 | ) |
Gain (loss) on extinguishment of debt | (192 | ) | — |
| 818 |
| (272 | ) | 354 |
|
Interest and other income | 11,157 |
| (708 | ) | 252 |
| 2 |
| 12,119 |
|
Net gain on disposition of full or partial interests in rental properties | — |
| — |
| 34,959 |
| 72,722 |
| 107,681 |
|
Earnings (loss) before income taxes | (44,198 | ) | (6,586 | ) | 43,661 |
| 72,401 |
| 78,450 |
|
Income tax expense (benefit) | | | | | |
Current | (11,551 | ) | — |
| — |
| 40,026 |
| 28,475 |
|
Deferred | 17,020 |
| — |
| — |
| (6,697 | ) | 10,323 |
|
| 5,469 |
| — |
| — |
| 33,329 |
| 38,798 |
|
Equity in earnings (loss) of unconsolidated entities | 61,171 |
| 87 |
| (42,268 | ) | — |
| 18,816 |
|
Net gain on land held for divestiture activity of unconsolidated entities | 1,393 |
| — |
| (1,393 | ) | — |
| — |
|
| 62,564 |
| 87 |
| (43,661 | ) | — |
| 18,816 |
|
Earnings (loss) from continuing operations | 12,897 |
| (6,499 | ) | — |
| 39,072 |
| 58,468 |
|
Discontinued operations, net of tax: | | | | | |
Operating loss from rental properties | (136 | ) | 60 |
| — |
| 196 |
| — |
|
Gain on disposition of rental properties | 39,268 |
| — |
| — |
| (39,268 | ) | — |
|
| 39,132 |
| 60 |
| — |
| (39,072 | ) | — |
|
Net earnings (loss) | 52,029 |
| (6,439 | ) | — |
| — |
| 58,468 |
|
Noncontrolling interests | | | | | |
Loss from continuing operations attributable to noncontrolling interests | 6,499 |
| 6,499 |
| — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (60 | ) | (60 | ) | — |
| — |
| — |
|
| 6,439 |
| 6,439 |
| — |
| — |
| — |
|
Net earnings attributable to Forest City Enterprises, Inc. | $ | 58,468 |
| $ | — |
| $ | — |
| $ | — |
| $ | 58,468 |
|
Preferred dividends and inducements of preferred stock conversion | (6,698 | ) | — |
| — |
| — |
| (6,698 | ) |
Net earnings attributable to Forest City Enterprises, Inc. common shareholders | $ | 51,770 |
| $ | — |
| $ | — |
| $ | — |
| $ | 51,770 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Year Ended January 31, 2013 (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 | $ | 1,134,687 |
| $ | 73,486 |
| $ | 397,613 |
| $ | 26,474 |
| $ | 1,485,288 |
|
Expenses | | | | | |
Operating expenses | 732,275 |
| 51,481 |
| 180,661 |
| 12,149 |
| 873,604 |
|
Depreciation and amortization | 229,661 |
| 8,852 |
| 77,834 |
| 6,159 |
| 304,802 |
|
Impairment of real estate | 30,660 |
| — |
| 390 |
| 4,254 |
| 35,304 |
|
Net (gain) loss on land held for divestiture activity | (6,480 | ) | 834 |
| 40,777 |
| — |
| 33,463 |
|
| 986,116 |
| 61,167 |
| 299,662 |
| 22,562 |
| 1,247,173 |
|
Interest expense | (269,229 | ) | (16,485 | ) | (102,723 | ) | (7,251 | ) | (362,718 | ) |
Amortization of mortgage procurement costs | (12,112 | ) | (526 | ) | (3,163 | ) | (243 | ) | (14,992 | ) |
Gain (loss) on extinguishment of debt | 7,096 |
| (603 | ) | (495 | ) | (464 | ) | 6,740 |
|
Interest and other income | 45,915 |
| 740 |
| 2,438 |
| 20 |
| 47,633 |
|
Net gain on disposition of full or partial interests in rental properties | — |
| — |
| 51,066 |
| 99,935 |
| 151,001 |
|
Earnings (loss) before income taxes | (79,759 | ) | (4,555 | ) | 45,074 |
| 95,909 |
| 65,779 |
|
Income tax expense (benefit) | | | | | |
Current | (58,794 | ) | — |
| — |
| 61,950 |
| 3,156 |
|
Deferred | 47,590 |
| — |
| — |
| (18,118 | ) | 29,472 |
|
| (11,204 | ) | — |
| — |
| 43,832 |
| 32,628 |
|
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 85,408 |
| 347 |
| (85,851 | ) | — |
| (790 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (40,777 | ) | — |
| 40,777 |
| — |
| — |
|
| 44,631 |
| 347 |
| (45,074 | ) | — |
| (790 | ) |
Earnings (loss) from continuing operations | (17,158 | ) | (1,506 | ) | — |
| 52,077 |
| 36,425 |
|
Discontinued operations, net of tax: | | | | | |
Operating earnings from rental properties | 527 |
| 387 |
| — |
| (140 | ) | — |
|
Impairment of real estate | (2,604 | ) | — |
| — |
| 2,604 |
| — |
|
Gain on disposition of rental properties | 55,506 |
| 965 |
| — |
| (54,541 | ) | — |
|
| 53,429 |
| 1,352 |
| — |
| (52,077 | ) | — |
|
Net earnings (loss) | 36,271 |
| (154 | ) | — |
| — |
| 36,425 |
|
Noncontrolling interests | | | | | |
Loss from continuing operations attributable to noncontrolling interests | 1,506 |
| 1,506 |
| — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (1,352 | ) | (1,352 | ) | — |
| — |
| — |
|
| 154 |
| 154 |
| — |
| — |
| — |
|
Net earnings attributable to Forest City Enterprises, Inc. | $ | 36,425 |
| $ | — |
| $ | — |
| $ | — |
| $ | 36,425 |
|
Preferred dividends and inducements of preferred stock conversion | (32,129 | ) | — |
| — |
| — |
| (32,129 | ) |
Net earnings attributable to Forest City Enterprises, Inc. common shareholders | $ | 4,296 |
| $ | — |
| $ | — |
| $ | — |
| $ | 4,296 |
|
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Three Months Ended January 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 | $ | 271,774 |
| $ | 17,567 |
| $ | 106,313 |
| $ | 11,848 |
| $ | 372,368 |
|
Expenses | | | | | |
Operating expenses | 187,846 |
| 13,551 |
| 49,895 |
| 6,360 |
| 230,550 |
|
Depreciation and amortization | 51,240 |
| 714 |
| 20,131 |
| 2,832 |
| 73,489 |
|
Impairment of real estate | — |
| — |
| 1,095 |
| — |
| 1,095 |
|
Net loss on land held for divestiture activity | 113,804 |
| 243 |
| 39,802 |
| — |
| 153,363 |
|
| 352,890 |
| 14,508 |
| 110,923 |
| 9,192 |
| 458,497 |
|
Interest expense | (61,305 | ) | (2,788 | ) | (26,457 | ) | (2,894 | ) | (87,868 | ) |
Amortization of mortgage procurement costs | (2,596 | ) | (86 | ) | (858 | ) | (203 | ) | (3,571 | ) |
Gain on extinguishment of debt | 256 |
| 134 |
| 114 |
| — |
| 236 |
|
Interest and other income | 9,996 |
| 458 |
| 342 |
| 4 |
| 9,884 |
|
Net gain on disposition of full or partial interests in rental properties | 2,255 |
| — |
| — |
| 11,859 |
| 14,114 |
|
Earnings (loss) before income taxes | (132,510 | ) | 777 |
| (31,469 | ) | 11,422 |
| (153,334 | ) |
Income tax expense (benefit) | | | | | |
Current | (11,192 | ) | — |
| — |
| 8,846 |
| (2,346 | ) |
Deferred | (53,078 | ) | — |
| — |
| (4,044 | ) | (57,122 | ) |
| (64,270 | ) | — |
| — |
| 4,802 |
| (59,468 | ) |
Equity in loss of unconsolidated entities, including impairments | (3,600 | ) | (413 | ) | (8,333 | ) | — |
| (11,520 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (39,802 | ) | — |
| 39,802 |
| — |
| — |
|
| (43,402 | ) | (413 | ) | 31,469 |
| — |
| (11,520 | ) |
Earnings (loss) from continuing operations | (111,642 | ) | 364 |
| — |
| 6,620 |
| (105,386 | ) |
Discontinued operations, net of tax: | | | | | |
Operating loss from rental properties | (917 | ) | (542 | ) | — |
| 375 |
| — |
|
Impairment of real estate | (6,279 | ) | — |
| — |
| 6,279 |
| — |
|
Gain on disposition of rental properties | 13,274 |
| — |
| — |
| (13,274 | ) | — |
|
| 6,078 |
| (542 | ) | — |
| (6,620 | ) | — |
|
Net loss | (105,564 | ) | (178 | ) | — |
| — |
| (105,386 | ) |
Noncontrolling interests | | | | | |
Earnings from continuing operations attributable to noncontrolling interests | (364 | ) | (364 | ) | — |
| — |
| — |
|
Loss from discontinued operations attributable to noncontrolling interests | 542 |
| 542 |
| — |
| — |
| — |
|
| 178 |
| 178 |
| — |
| — |
| — |
|
Net loss attributable to Forest City Enterprises, Inc. | $ | (105,386 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (105,386 | ) |
Preferred dividends | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net loss attributable to Forest City Enterprises, Inc. common shareholders | $ | (109,236 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (109,236 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Year Ended January 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 | $ | 1,051,618 |
| $ | 55,285 |
| $ | 385,521 |
| $ | 60,709 |
| $ | 1,442,563 |
|
Expenses | | | | | |
Operating expenses | 654,346 |
| 38,433 |
| 179,242 |
| 32,326 |
| 827,481 |
|
Depreciation and amortization | 208,801 |
| 4,973 |
| 67,855 |
| 13,268 |
| 284,951 |
|
Impairment of real estate | 235 |
| — |
| 40,284 |
| 13,692 |
| 54,211 |
|
Net loss on land held for divestiture activity | 115,654 |
| 243 |
| 41,902 |
| — |
| 157,313 |
|
| 979,036 |
| 43,649 |
| 329,283 |
| 59,286 |
| 1,323,956 |
|
Interest expense | (249,799 | ) | (11,713 | ) | (100,958 | ) | (13,085 | ) | (352,129 | ) |
Amortization of mortgage procurement costs | (11,317 | ) | (509 | ) | (3,015 | ) | (847 | ) | (14,670 | ) |
Gain (loss) on extinguishment of debt | 9,590 |
| 1,641 |
| (366 | ) | — |
| 7,583 |
|
Interest and other income | 52,094 |
| 1,370 |
| 989 |
| 22 |
| 51,735 |
|
Net gain on disposition of full or partial interests in rental properties | 17,665 |
| — |
| 12,567 |
| 51,796 |
| 82,028 |
|
Earnings (loss) before income taxes | (109,185 | ) | 2,425 |
| (34,545 | ) | 39,309 |
| (106,846 | ) |
Income tax expense (benefit) | | | | | |
Current | (9,916 | ) | — |
| — |
| 11,755 |
| 1,839 |
|
Deferred | (53,770 | ) | — |
| — |
| 5,262 |
| (48,508 | ) |
| (63,686 | ) | — |
| — |
| 17,017 |
| (46,669 | ) |
Equity in loss of unconsolidated entities, including impairment | (19,137 | ) | (185 | ) | (7,357 | ) | — |
| (26,309 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (41,902 | ) | — |
| 41,902 |
| — |
| — |
|
| (61,039 | ) | (185 | ) | 34,545 |
| — |
| (26,309 | ) |
Earnings (loss) from continuing operations | (106,538 | ) | 2,240 |
| — |
| 22,292 |
| (86,486 | ) |
Discontinued operations, net of tax: | | | | | |
Operating earnings from rental properties | 2,551 |
| 1,920 |
| — |
| (631 | ) | — |
|
Impairment of real estate | (8,382 | ) | — |
| — |
| 8,382 |
| — |
|
Gain on disposition of rental properties | 111,801 |
| 81,758 |
| — |
| (30,043 | ) | — |
|
| 105,970 |
| 83,678 |
| — |
| (22,292 | ) | — |
|
Net earnings (loss) | (568 | ) | 85,918 |
| — |
| — |
| (86,486 | ) |
Noncontrolling interests | | | | | |
Earnings from continuing operations attributable to noncontrolling interests | (2,240 | ) | (2,240 | ) | — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (83,678 | ) | (83,678 | ) | — |
| — |
| — |
|
| (85,918 | ) | (85,918 | ) | — |
| — |
| — |
|
Net loss attributable to Forest City Enterprises, Inc. | $ | (86,486 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (86,486 | ) |
Preferred dividends | (15,400 | ) | — |
| — |
| — |
| (15,400 | ) |
Net loss attributable to Forest City Enterprises, Inc. common shareholders | $ | (101,886 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (101,886 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Net Asset Value Components – January 31, 2013
The “Net Asset Value Components” schedule 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 - January 31, 2013 |
Completed Rental Properties (“CRP”) |
| Q4 2012 | | Net Stabilized | | Stabilized | | Annualized | | Nonrecourse |
(Dollars in millions at pro-rata) | NOI (1) | | Adjustments (2) | | NOI | | Stabilized NOI (3) | | Debt (4) |
Commercial Real Estate | A | | B | | =A+B | |
| | |
Retail | | |
| | | |
|
| | |
Regional Malls | $ | 43.2 |
| | $ | (0.8 | ) | | $ | 42.4 |
| | $ | 169.6 |
| | $ | (2,149.7 | ) |
Specialty Retail Centers | 14.4 |
| | 1.8 | | 16.2 |
| | 64.8 |
| | (615.7 | ) |
Subtotal Retail | $ | 57.6 |
| | $ | 1.0 |
| | $ | 58.6 |
| | $ | 234.4 |
| | $ | (2,765.4 | ) |
Office | | |
|
| | | |
|
| | |
Life Science Office | $ | 11.0 |
| | $ | 1.7 |
| | $ | 12.7 |
| | $ | 50.8 |
| | $ | (390.5 | ) |
New York Office | 33.8 |
| | — |
| | 33.8 |
| | 135.2 |
| | (1,406.6 | ) |
Central Business District | 7.7 |
| | (1.1 | ) | | 6.6 |
| | 26.4 |
| | (132.0 | ) |
Suburban/Other Office | 3.8 |
| | — |
| | 3.8 |
| | 15.2 |
| | (161.7 | ) |
Subtotal Office | $ | 56.3 |
| | $ | 0.6 |
| | $ | 56.9 |
| | $ | 227.6 |
| | $ | (2,090.8 | ) |
Hotels | $ | 2.0 |
| | $ | 0.7 |
| | $ | 2.7 |
| | $ | 11.0 |
| | $ | (67.0 | ) |
Arena | $ | 4.5 |
| | $ | 5.1 |
| | $ | 9.6 |
| | $ | 38.5 |
| | $ | (138.6 | ) |
Residential Real Estate | | | | | | | | | |
Apartments | $ | 37.1 |
| | $ | 2.0 |
| | $ | 39.1 |
| | $ | 156.4 |
| | $ | (1,687.6 | ) |
Subsidized Senior Housing (5) | $ | 3.1 |
| | $ | 1.0 |
| | $ | 4.1 |
| | $ | 16.4 |
| | $ | (118.5 | ) |
Military Housing | $ | 7.4 |
| | $ | (3.6 | ) | | $ | 3.8 |
| | $ | 15.0 |
| | $ | (54.1 | ) |
| | | | | | | | | |
Subtotal Rental Properties | $ | 168.0 |
| | $ | 6.8 |
| | $ | 174.8 |
| | $ | 699.3 |
| | $ | (6,922.0 | ) |
Other | (18.2 | ) | | 10.7 |
| | (7.5 | ) | | (30.0 | ) | | — |
|
Total Rental Properties | $ | 149.8 |
| | $ | 17.5 |
| | $ | 167.3 |
| | $ | 669.3 |
| | $ | (6,922.0 | ) |
Development Pipeline Debt Adjustment (6) | — |
| | — |
| | — |
| | — |
| | 472.0 |
|
Adjusted Total Rental Properties | $ | 149.8 |
| | $ | 17.5 |
| | $ | 167.3 |
| | $ | 669.3 |
| | $ | (6,450.0 | ) |
Development Pipeline |
| | | | | | | Book Value (4) | | |
Westchester's Ridge Hill (Adjusted for amounts included in CRP) (6) | | | | | | | $ | 898.4 |
| | $ | (472.0 | ) |
Projects under construction | | | | | | | $ | 185.3 |
| | $ | (164.0 | ) |
Adjusted projects under construction | | | | | | | $ | 1,083.7 |
| | $ | (636.0 | ) |
Projects under development | | | | | | | $ | 953.2 |
| | $ | (192.3 | ) |
Land held for development and sale | | | | | | | $ | 58.8 |
| | $ | (8.4 | ) |
Other Tangible Assets |
Cash and equivalents | | | | | | | $ | 364.9 |
| | |
Restricted cash and escrowed funds | | | | | | | $ | 446.1 |
| | |
Notes and accounts receivable, net (7) | | | | | | | $ | 428.5 |
| | |
Net investments and advances to unconsolidated entities | | | | | | | $ | 218.9 |
| | |
Prepaid expenses and other deferred costs, net | | | | | | | $ | 231.7 |
| | |
Land held for divestiture | | | | | | | $ | 10.5 |
| | $ | (11.0 | ) |
Recourse Debt and Other Liabilities |
Bank revolving credit facility | | | | | | | $ | — |
| | |
Senior and subordinated debt | | | | | | | $ | (1,033.0 | ) | | |
Less: convertible debt | | | | | | | $ | 599.5 |
| | |
Construction payables | | | | | | | $ | (119.4 | ) | | |
Operating accounts payable and accrued expenses (8) | | | | | | $ | (769.2 | ) | | |
Weighted Average Shares Outstanding - Diluted |
Number of shares for the three months ended January 31, 2013 (In millions) | | 222.8 |
| | |
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Net Asset Value Components – January 31, 2013 (continued)
| |
(1) | Pro-rata Q4 2012 NOI is reconciled to NOI at full consolidation by Product Group for the three months ended January 31, 2013 in the Supplemental Operating Information section of this supplemental package. |
| |
(2) | The net stabilized adjustments column represents net adjustments required to arrive at an annualized 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 8 Spruce Street, Botanica Eastbridge (Apartments) and The Yards - Boilermaker Shops (Specialty Retail Centers) 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 leased up properties. See note 6, which describes the treatment of Westchester's Ridge Hill. |
| |
b) | Annual NOI for the Barclays Center Arena is expected to stabilize at approximately $70 million at full consolidation in the 2016 calendar year. Based on the partnership agreement, we expect to receive 55% of the NOI allocation until certain member loans are repaid. Therefore, we have included a stabilization adjustment to the Q4 2012 NOI to arrive at an annual stabilized NOI of $38.5 million. |
In addition, we include stabilization adjustments from quarterly NOI as follows:
| |
c) | Participation payments of $1.7 million have been excluded from the life science office NOI. |
| |
d) | Due to the fluctuation of NOI as a result of distribution restrictions from our subsidized senior housing properties, we have included a stabilization adjustment to the Q4 2012 NOI to arrive at a stabilized NOI generated for the year ended January 31, 2013. |
| |
e) | Due to the seasonality of conventions at our hotels, we have included a stabilization adjustment to the Q4 2012 NOI to arrive at the NOI generated for the year ended January 31, 2013. |
| |
f) | 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. |
| |
g) | Other excludes write-offs of abandoned development projects of $12.8 million, tax credit income of $5.6 million and certain non-recurring development and operating overhead. |
The net stabilized adjustments are not comparable to any GAAP measure and therefore do not have a reconciliation to the nearest comparable GAAP measure.
| |
(3) | Pro-rata annualized stabilized NOI is calculated by taking the Q4 2012 stabilized NOI times a multiple of four. |
| |
(4) | Amounts are derived from the respective pro-rata balance sheet line item as of January 31, 2013 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 has their assets shown in the Development Pipeline section of this model. Westchester's Ridge Hill, as of January 31, 2013, had $898.4 million costs incurred at pro-rata consolidation and $472.0 million of nonrecourse mortgage debt at pro-rata consolidation which were transferred to CRP. In order to account for this property during initial lease up, we have made the following adjustments: |
| |
a) | All costs and associated debt for Westchester's Ridge Hill for purposes exclusive to this disclosure were reclassed to "Adjusted Projects Under Construction" in the Development Pipeline section of this schedule. Accordingly, all NOI, through the net stabilized adjustments column for the Regional Malls product type, and debt have been removed from the CRP section of the NAV schedule. |
| |
(7) | Includes $164.1 million of straight-line rent receivable (net of $15.8 million of allowance for doubtful accounts). |
| |
(8) | Includes $37.8 million of straight-line rent payable. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Occupancy Data - January 31, 2013 and 2012
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. Retail occupancy excludes leases with original terms of one year or less. 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.
Our occupancy percentages by each of our major product lines is as follows:
|
| | | | | | | | | | |
| Occupancy As of January 31, 2013 | | Average Occupancy Year-to-Date January 31, 2013 | Occupancy As of January 31, 2012 | | Average Occupancy Year-to-Date January 31, 2012 |
Retail | | | | | | |
Comparable | 91.3 | % | | 91.4 | % | 91.4 | % | | 91.7 | % |
Total | 89.1 | % | | 89.1 | % | 89.0 | % | | 90.0 | % |
Office | | | | | | |
Comparable | 89.5 | % | | 90.1 | % | 90.7 | % | | 90.1 | % |
Total | 88.2 | % | | 88.6 | % | 89.1 | % | | 88.4 | % |
Residential (1) | | | | | | |
Comparable | 93.4 | % | | 94.7 | % | 93.6 | % | | 94.5 | % |
Total | 92.5 | % | | 94.3 | % | 92.1 | % | | 92.4 | % |
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 Operating 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 small shop inline tenants.
The graph below represents regional mall sales for tenants that were open and operating for the duration of each rolling 12-month period presented. Those tenants that have begun and/or ceased operations in the rolling 12-month periods shown are not included.
The graph below represents percentage of tenant sales growth in our comparable regional malls for all comparable tenants. Comparable tenants are those that were open and operating in both the current period and corresponding prior period presented. The tenants included in the graph below may not be the same as those included in the graph above.
| |
(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. |
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 | |
1st Quarter 2012 | 38 |
| | 88,993 |
| | $ | 58.67 |
| | $ | 53.37 |
| | 9.9 | % | |
2nd Quarter 2012 | 28 |
| | 81,774 |
| | $ | 53.36 |
| | $ | 48.96 |
| | 9.0 | % | |
3rd Quarter 2012 | 37 |
| | 128,204 |
| | $ | 43.67 |
| | $ | 38.48 |
| | 13.5 | % | |
4th Quarter 2012 | 23 |
| | 63,551 |
| | $ | 50.64 |
| | $ | 44.93 |
| | 12.7 | % | |
Total | 126 |
| | 362,522 |
| | $ | 50.76 |
| | $ | 45.62 |
| | 11.3 | % | |
| | | | | | | | | | |
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 | |
1st Quarter 2012 | 7 |
| | 29,117 |
| | $ | 41.95 |
| | $ | 41.56 |
| | 0.9 | % | |
2nd Quarter 2012 | 8 |
| | 35,234 |
| | $ | 21.40 |
| | $ | 21.77 |
| | (1.7 | )% | |
3rd Quarter 2012 | 5 |
| | 37,129 |
| | $ | 28.38 |
| | $ | 28.70 |
| | (1.1 | )% | |
4th Quarter 2012 | 4 |
| | 7,281 |
| | $ | 41.78 |
| | $ | 44.37 |
| | (5.8 | )% | |
Total | 24 |
| | 108,761 |
| | $ | 30.65 |
| | $ | 30.95 |
| | (1.0 | )% | |
| | | | | | | | | | |
Office Buildings
The following table represents all new leases signed compared with terms of all expired leases in our office portfolio over the past 12 months. Changes in rent per square foot between all new and all expired leases are influenced by various factors, including but not limited to non-comparable markets, non-comparable buildings and space within those buildings being compared. Depending on the mix of new and expired leases, the percentage change in rent per square foot will vary accordingly.
Office Buildings
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Leases Signed | | Number of Leases Expired | | GLA Signed | | GLA Expired | | Contractual Rent Per Square Foot (1)(2) | | Expiring Rent Per Square Foot (1)(2) | | Cash Basis % Change over Prior Rent | |
1st Quarter 2012 | 38 |
| | 29 |
| | 340,382 |
| | 314,172 |
| | $ | 27.40 |
| | $ | 29.32 |
| | (6.5 | )% | |
2nd Quarter 2012 | 28 |
| | 20 |
| | 132,835 |
| | 96,046 |
| | $ | 20.13 |
| | $ | 18.66 |
| | 7.9 | % | |
3rd Quarter 2012 | 30 |
| | 35 |
| | 195,197 |
| | 195,523 |
| | $ | 38.45 |
| | $ | 38.83 |
| | (1.0 | )% | |
4th Quarter 2012 | 17 |
| | 27 |
| | 76,889 |
| | 124,062 |
| | $ | 24.57 |
| | $ | 23.97 |
| | 2.5 | % | |
Total | 113 |
| | 111 |
| | 745,303 |
| | 729,803 |
| | $ | 28.71 |
| | $ | 29.55 |
| | (2.8 | )% | |
| | | | | | | | | | | | | | |
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 (1)(2) | | Expiring Rent Per Square Foot (1)(2) | | Cash Basis % Change over Prior Rent | |
Products: | | | | | | | | | | | | |
|
| |
Life Science Office | 15 |
| | 12 |
| | 117,494 |
| | 116,859 |
| | $ | 45.30 |
| | $ | 50.19 |
| | (9.7 | )% | |
Other Office | 53 |
| | 44 |
| | 352,380 |
| | 299,726 |
| | $ | 30.90 |
| | $ | 33.38 |
| | (7.4 | )% | |
Total Office in Core Markets | 68 |
| | 56 |
| | 469,874 |
| | 416,585 |
| | $ | 34.50 |
| | $ | 38.10 |
| | (9.4 | )% | |
Office in Non-Core Markets | 45 |
| | 55 |
| | 275,429 |
| | 313,218 |
| | $ | 18.82 |
| | $ | 18.19 |
| | 3.5 | % | |
Total | 113 |
| | 111 |
| | 745,303 |
| | 729,803 |
| | $ | 28.71 |
| | $ | 29.55 |
| | (2.8 | )% | |
| | | | | | | | | | | | | | |
| |
(1) | Retail and Office contractual rent per square foot includes base rent and fixed additional charges for common area maintenance. Retail contractual rent per square foot also includes fixed additional marketing/promotional charges. |
| |
(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 January 31, | | | Quarter-to-Date January 31, | |
Comparable Apartment Communities (1) | Pro-Rata % | | 2013 | 2012 | % Change | | 2013 | 2012 | % Change |
Core Markets | 7,709 |
| | $ | 1,667 |
| $ | 1,584 |
| 5.2 | % | | 95.0 | % | 94.2 | % | 0.8 | % |
Non-Core Markets | 9,458 |
| | $ | 971 |
| $ | 947 |
| 2.5 | % | | 93.8 | % | 92.7 | % | 1.1 | % |
Total Comparable Apartments | 17,167 |
| | $ | 1,290 |
| $ | 1,239 |
| 4.1 | % | | 94.5 | % | 93.6 | % | 0.9 | % |
|
| | | | | | | | | | | | | | | | | | |
Year-to-Date Comparison | | | Monthly Average Residential Rental Rates (2) | | Average Residential Occupancy |
| Leasable Units at | | Years Ended January 31, | | | Year-to-Date January 31, | |
Comparable Apartment Communities (1) | Pro-Rata % | | 2013 | 2012 | % Change | | 2013 | 2012 | % Change |
Core Markets | 7,548 |
| | $ | 1,597 |
| $ | 1,516 |
| 5.3 | % | | 95.3 | % | 95.0 | % | 0.3 | % |
Non-Core Markets | 9,136 |
| | $ | 856 |
| $ | 826 |
| 3.6 | % | | 93.6 | % | 93.8 | % | (0.2 | )% |
Total Comparable Apartments | 16,684 |
| | $ | 1,198 |
| $ | 1,144 |
| 4.7 | % | | 94.7 | % | 94.5 | % | 0.2 | % |
|
| | | | | | | | | | | | | | | | | | |
Sequential Quarter Comparison | | | Monthly Average Residential Rental Rates (2) | | Average Residential Occupancy |
| Leasable | | Three Months Ended | | | Quarter-to-Date | |
| Units | | January 31, | October 31, | | | January 31, | October 31, | |
Comparable Apartment Communities (1) | Pro-Rata % | | 2013 | 2012 (3) | % Change | | 2013 | 2012 (3) | % Change |
Core Markets | 7,879 |
| | $ | 1,680 |
| $ | 1,659 |
| 1.3 | % | | 95.1 | % | 95.2 | % | (0.1 | )% |
Non-Core Markets | 9,458 |
| | $ | 971 |
| $ | 955 |
| 1.7 | % | | 93.8 | % | 94.1 | % | (0.3 | )% |
Total Comparable Apartments | 17,337 |
| | $ | 1,299 |
| $ | 1,281 |
| 1.4 | % | | 94.6 | % | 94.8 | % | (0.2 | )% |
| |
(1) | Includes apartment communities completely opened and operated in the periods presented. These apartment communities include units leased at affordable apartment rates which provide a discount from average market rental rates. For the three months ended January 31, 2013, 20.0% of leasable units in core markets and 4.6% of leasable units in non-core markets were affordable housing units. Excludes all military and limited-distribution subsidized senior housing units. |
| |
(2) | Represents gross potential rent less concessions. |
| |
(3) | These amounts may differ from data as reported in the 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 months and years ended January 31, 2013 and 2012. The schedules below present Pro-Rata Comparable NOI for the three months and years ended January 31, 2013 and 2012.
Comparable Net Operating Income (% change over same period prior year)
|
| | | | | |
| Three Months Ended | | Year Ended |
| January 31, 2013 | | January 31, 2013 |
Retail | 2.8 | % | | 2.1 | % |
Office | 1.2 | % | | 2.1 | % |
Residential | 6.4 | % | | 7.3 | % |
Total | 3.0 | % | | 3.2 | % |
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 furnished with the Securities and Exchange Commission and available on our website at www.forestcity.net.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarterly Historical Trends | | | | | Annual Historical Trends | | | |
| | | | | | |
| Three Months Ended | | | | Years Ended | |
| January 31, 2013 | | October 31, 2012 | | July 31, 2012 | | April 30, 2012 | | January 31, 2012 | | | | January 31, 2013 | | January 31, 2012 | | January 31, 2011 | |
Retail | 2.8 | % | | 0.5 | % | | 1.3 | % | | 3.0 | % | | 4.7 | % | | | Retail | 2.1 | % | | 2.6 | % | | 2.2 | % | |
Office | 1.2 | % | | 0.6 | % | | 5.4 | % | | 3.2 | % | | 0.5 | % | | | Office | 2.1 | % | | (2.6 | )% | | 2.1 | % | |
Residential | 6.4 | % | | 6.0 | % | | 10.3 | % | | 11.0 | % | | 11.9 | % | | | Residential | 7.3 | % | | 7.3 | % | | 4.3 | % | |
Total | 3.0 | % | | 1.8 | % | | 5.0 | % | | 4.8 | % | | 4.6 | % | | | Total | 3.2 | % | | 1.4 | % | | 2.5 | % | |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Operating Income (in thousands) |
| Three Months Ended January 31, 2013 | | Three Months Ended January 31, 2012 | % 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 | $ | 58,991 |
| $ | 1,752 |
| $ | — |
| $ | 57,239 |
| | $ | 57,443 |
| $ | 1,788 |
| $ | — |
| $ | 55,655 |
| 2.7 | % | 2.8 | % |
Total | 59,602 |
| 1,972 |
| — |
| 57,630 |
| | 56,616 |
| 1,859 |
| 2,103 |
| 56,860 |
| | |
Office Buildings | | | | | | | | | | | |
Comparable | 59,929 |
| 2,201 |
| — |
| 57,728 |
| | 58,779 |
| 1,733 |
| — |
| 57,046 |
| 2.0 | % | 1.2 | % |
Total | 57,373 |
| 2,225 |
| 1,130 |
| 56,278 |
| | 60,721 |
| 2,369 |
| 1,451 |
| 59,803 |
| | |
Hotels | 1,966 |
| — |
| — |
| 1,966 |
| | 1,979 |
| — |
| (15 | ) | 1,964 |
| | |
Land Sales | — |
| — |
| — |
| — |
| | 690 |
| — |
| — |
| 690 |
| | |
Other (1) | (18,496 | ) | (69 | ) | — |
| (18,427 | ) | | (4,061 | ) | — |
| 525 |
| (3,536 | ) | | |
Total Commercial Group | | | | | | | | | | | |
Comparable | 118,920 |
| 3,953 |
| — |
| 114,967 |
| | 116,222 |
| 3,521 |
| — |
| 112,701 |
| 2.3 | % | 2.0 | % |
Total | 100,445 |
| 4,128 |
| 1,130 |
| 97,447 |
| | 115,945 |
| 4,228 |
| 4,064 |
| 115,781 |
| | |
Arena | 8,271 |
| 3,784 |
| — |
| 4,487 |
| | (4,091 | ) | (1,715 | ) | — |
| (2,376 | ) | | |
Residential Group | | | | | | | | | | | |
Apartments | | | | | | | | | | | |
Comparable | 35,536 |
| 751 |
| — |
| 34,785 |
| | 33,360 |
| 662 |
| — |
| 32,698 |
| 6.5 | % | 6.4 | % |
Total | 38,017 |
| 1,104 |
| 161 |
| 37,074 |
| | 33,618 |
| 558 |
| 1,423 |
| 34,483 |
| | |
Subsidized Senior Housing | 3,158 |
| 95 |
| — |
| 3,063 |
| | 2,120 |
| (416 | ) | — |
| 2,536 |
| | |
Military Housing | 7,936 |
| 492 |
| — |
| 7,444 |
| | 9,521 |
| 585 |
| — |
| 8,936 |
| | |
Other (1) | (796 | ) | (1,030 | ) | — |
| 234 |
| | (1,282 | ) | 114 |
| — |
| (1,396 | ) | | |
Total Residential Group | | | | | | | | | | | |
Comparable | 35,536 |
| 751 |
| — |
| 34,785 |
| | 33,360 |
| 662 |
| — |
| 32,698 |
| 6.5 | % | 6.4 | % |
Total | 48,315 |
| 661 |
| 161 |
| 47,815 |
| | 43,977 |
| 841 |
| 1,423 |
| 44,559 |
| | |
Total Rental Properties | | | | | | | | | | | |
Comparable | 154,456 |
| 4,704 |
| — |
| 149,752 |
| | 149,582 |
| 4,183 |
| — |
| 145,399 |
| 3.3 | % | 3.0 | % |
Total | 157,031 |
| 8,573 |
| 1,291 |
| 149,749 |
| | 155,831 |
| 3,354 |
| 5,487 |
| 157,964 |
| | |
Land Development Group | 6,916 |
| 973 |
| — |
| 5,943 |
| | 6,071 |
| 707 |
| — |
| 5,364 |
| | |
The Nets | 18,035 |
| — |
| — |
| 18,035 |
| | (11,845 | ) | — |
| — |
| (11,845 | ) | | |
Corporate Activities | (12,554 | ) | — |
| — |
| (12,554 | ) | | (16,385 | ) | — |
| — |
| (16,385 | ) | | |
Grand Total | $ | 169,428 |
| $ | 9,546 |
| $ | 1,291 |
| $ | 161,173 |
| | $ | 133,672 |
| $ | 4,061 |
| $ | 5,487 |
| $ | 135,098 |
| | |
| |
(1) | Includes write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Operating Income (in thousands) |
| Year Ended January 31, 2013 | | Year Ended January 31, 2012 | % 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 | $ | 231,901 |
| $ | 6,809 |
| $ | — |
| $ | 225,092 |
| | $ | 227,382 |
| $ | 6,852 |
| $ | — |
| $ | 220,530 |
| 2.0 | % | 2.1 | % |
Total | 240,552 |
| 7,617 |
| 3,021 |
| 235,956 |
| | 238,112 |
| 9,179 |
| 7,801 |
| 236,734 |
| | |
Office Buildings | | | | | | | | | | | |
Comparable | 245,086 |
| 8,286 |
| — |
| 236,800 |
| | 238,415 |
| 6,424 |
| — |
| 231,991 |
| 2.8 | % | 2.1 | % |
Total | 245,441 |
| 8,620 |
| 6,264 |
| 243,085 |
| | 245,903 |
| 7,021 |
| 9,602 |
| 248,484 |
| | |
Hotels | 10,975 |
| — |
| — |
| 10,975 |
| | 9,977 |
| — |
| 1,885 |
| 11,862 |
| | |
Land Sales (1) | 40,201 |
| — |
| — |
| 40,201 |
| | 43,491 |
| (782 | ) | 684 |
| 44,957 |
| | |
Other (2) | (35,953 | ) | (253 | ) | 822 |
| (34,878 | ) | | (4,285 | ) | 1,959 |
| 2,070 |
| (4,174 | ) | | |
Total Commercial Group | | | | | | | | | | | |
Comparable | 476,987 |
| 15,095 |
| — |
| 461,892 |
| | 465,797 |
| 13,276 |
| — |
| 452,521 |
| 2.4 | % | 2.1 | % |
Total | 501,216 |
| 15,984 |
| 10,107 |
| 495,339 |
| | 533,198 |
| 17,377 |
| 22,042 |
| 537,863 |
| | |
Arena | (960 | ) | 277 |
| — |
| (1,237 | ) | | (10,652 | ) | (4,567 | ) | — |
| (6,085 | ) | | |
Residential Group | | | | | | | | | | | |
Apartments | | | | | | | | | | | |
Comparable | 136,141 |
| 2,748 |
| — |
| 133,393 |
| | 126,870 |
| 2,520 |
| — |
| 124,350 |
| 7.3 | % | 7.3 | % |
Total | 148,237 |
| 3,554 |
| 4,103 |
| 148,786 |
| | 128,845 |
| 2,354 |
| 5,481 |
| 131,972 |
| | |
Subsidized Senior Housing | 18,740 |
| 354 |
| — |
| 18,386 |
| | 14,531 |
| (65 | ) | — |
| 14,596 |
| | |
Military Housing | 29,369 |
| 1,021 |
| — |
| 28,348 |
| | 29,314 |
| 920 |
| — |
| 28,394 |
| | |
Land Sales | — |
| — |
| — |
| — |
| | 204 |
| 16 |
| — |
| 188 |
| | |
Other (2) | (6,372 | ) | (614 | ) | — |
| (5,758 | ) | | (3,788 | ) | 541 |
| — |
| (4,329 | ) | | |
Total Residential Group | | | | | | | | | | | |
Comparable | 136,141 |
| 2,748 |
| — |
| 133,393 |
| | 126,870 |
| 2,520 |
| — |
| 124,350 |
| 7.3 | % | 7.3 | % |
Total | 189,974 |
| 4,315 |
| 4,103 |
| 189,762 |
| | 169,106 |
| 3,766 |
| 5,481 |
| 170,821 |
| | |
Total Rental Properties | | | | | | | | | | | |
Comparable | 613,128 |
| 17,843 |
| — |
| 595,285 |
| | 592,667 |
| 15,796 |
| — |
| 576,871 |
| 3.5 | % | 3.2 | % |
Total | 690,230 |
| 20,576 |
| 14,210 |
| 683,864 |
| | 691,652 |
| 16,576 |
| 27,523 |
| 702,599 |
| | |
Land Development Group | 17,271 |
| 2,516 |
| — |
| 14,755 |
| | 11,298 |
| 1,461 |
| — |
| 9,837 |
| | |
The Nets | (4,672 | ) | — |
| — |
| (4,672 | ) | | (26,814 | ) | — |
| — |
| (26,814 | ) | | |
Corporate Activities | (53,944 | ) | — |
| — |
| (53,944 | ) | | (53,837 | ) | — |
| — |
| (53,837 | ) | | |
Grand Total | $ | 648,885 |
| $ | 23,092 |
| $ | 14,210 |
| $ | 640,003 |
| | $ | 622,299 |
| $ | 18,037 |
| $ | 27,523 |
| $ | 631,785 |
| | |
| |
(1) | Includes $36,484 and $42,622 of NOI generated from the casino land sale at full and pro-rata consolidation for the years ended January 31, 2013 and 2012, 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. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Net Operating Income by Product Type
Pro-Rata Consolidation (dollars in thousands)
Year Ended January 31, 2013 Year Ended January 31, 2012
|
| | | | | | | | |
NOI by Product Type | $ | 704,008 |
| | NOI by Product Type | $ | 684,402 |
|
Casino Land Sale | 36,484 |
| | Casino Land Sale | 42,622 |
|
Arena | (1,237 | ) | | Arena | (6,085 | ) |
The Nets | (4,672 | ) | | The Nets | (26,814 | ) |
Corporate Activities | (53,944 | ) | | Corporate Activities | (53,837 | ) |
Other (2) | (40,636 | ) | | Other (2) | (8,503 | ) |
Grand Total NOI | $ | 640,003 |
| | Grand Total NOI | $ | 631,785 |
|
| |
(1) | Includes limited-distribution subsidized senior housing. |
| |
(2) | Includes write-offs of abandoned development projects, non-capitalizable development costs 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)
Year Ended January 31, 2013 Year Ended January 31, 2012
|
| | | | | | | | |
NOI by Market | $ | 675,660 |
| | NOI by Market | $ | 656,008 |
|
Casino Land Sale | 36,484 |
| | Casino Land Sale | 42,622 |
|
Arena | (1,237 | ) | | Arena | (6,085 | ) |
Military Housing | 28,348 |
| | Military Housing | 28,394 |
|
The Nets | (4,672 | ) | | The Nets | (26,814 | ) |
Corporate Activities | (53,944 | ) | | Corporate Activities | (53,837 | ) |
Other (3) | (40,636 | ) | | Other (3) | (8,503 | ) |
Grand Total NOI | $ | 640,003 |
| | Grand Total NOI | $ | 631,785 |
|
| |
(1) | Includes Richmond, Virginia. |
| |
(2) | Represents Regional Malls located in Non-Core Markets. Regional Malls located in Core Markets are included in their applicable Core Markets. |
| |
(3) | Includes write-offs of abandoned development projects, non-capitalizable development costs 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 January 31, 2013 | | Three Months Ended January 31, 2012 |
| 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) | $ | 169,428 |
| $ | 9,546 |
| $ | — |
| $ | 1,291 |
| $ | 161,173 |
| | $ | 133,672 |
| $ | 4,061 |
| $ | — |
| $ | 5,487 |
| $ | 135,098 |
|
Interest expense | (84,594 | ) | (7,077 | ) | (26,493 | ) | (833 | ) | (104,843 | ) | | (61,305 | ) | (2,788 | ) | (26,457 | ) | (2,894 | ) | (87,868 | ) |
Interest expense of unconsolidated entities | (26,493 | ) | — |
| 26,493 |
| — |
| — |
| | (26,457 | ) | — |
| 26,457 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | (192 | ) | — |
| 818 |
| (272 | ) | 354 |
| | 256 |
| 134 |
| 114 |
| — |
| 236 |
|
Gain on extinguishment of debt of unconsolidated entities | 818 |
| — |
| (818 | ) | — |
| — |
| | 114 |
| — |
| (114 | ) | — |
| — |
|
Equity in (earnings) loss of unconsolidated entities, including impairment | (62,564 | ) | (87 | ) | 43,661 |
| — |
| (18,816 | ) | | 43,402 |
| 413 |
| (31,469 | ) | — |
| 11,520 |
|
Net gain (loss) on land held for divestiture activity | 12,131 |
| (4,588 | ) | 1,393 |
| — |
| 18,112 |
| | (113,804 | ) | (243 | ) | (39,802 | ) | — |
| (153,363 | ) |
Net gain (loss) on land held for divestiture activity of unconsolidated entities | 1,393 |
| — |
| (1,393 | ) | — |
| — |
| | (39,802 | ) | — |
| 39,802 |
| — |
| — |
|
Net gain on disposition of rental properties and partial interests in rental properties | — |
| — |
| 34,959 |
| 72,722 |
| 107,681 |
| | 2,255 |
| — |
| — |
| 11,859 |
| 14,114 |
|
Gain on disposition of unconsolidated entities | 34,959 |
| — |
| (34,959 | ) | — |
| — |
| | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | — |
| — |
| (1,095 | ) | — |
| (1,095 | ) |
Impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | (1,095 | ) | — |
| 1,095 |
| — |
| — |
|
Depreciation and amortization—Real Estate Groups (a) | (68,868 | ) | (4,157 | ) | (19,842 | ) | (448 | ) | (85,001 | ) | | (50,393 | ) | (714 | ) | (20,131 | ) | (2,832 | ) | (72,642 | ) |
Amortization of mortgage procurement costs—Real Estate Groups | (3,128 | ) | (223 | ) | (740 | ) | (7 | ) | (3,652 | ) | | (2,596 | ) | (86 | ) | (858 | ) | (203 | ) | (3,571 | ) |
Depreciation and amortization of unconsolidated entities | (20,582 | ) | — |
| 20,582 |
| — |
| — |
| | (20,989 | ) | — |
| 20,989 |
| — |
| — |
|
Straight-line rent adjustment | 3,494 |
| — |
| — |
| (52 | ) | 3,442 |
| | 4,208 |
| — |
| — |
| 5 |
| 4,213 |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | 24 |
| — |
| — |
| — |
| 24 |
|
Earnings (loss) before income taxes | (44,198 | ) | (6,586 | ) | 43,661 |
| 72,401 |
| 78,450 |
| | (132,510 | ) | 777 |
| (31,469 | ) | 11,422 |
| (153,334 | ) |
Income tax benefit (expense) | (5,469 | ) | — |
| — |
| (33,329 | ) | (38,798 | ) | | 64,270 |
| — |
| — |
| (4,802 | ) | 59,468 |
|
| | | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, including impairment of depreciable real estate | 61,171 |
| 87 |
| (42,268 | ) | — |
| 18,816 |
| | (3,600 | ) | (413 | ) | (8,333 | ) | — |
| (11,520 | ) |
Net gain (loss) on land held for divestiture activity of unconsolidated entities | 1,393 |
| — |
| (1,393 | ) | — |
| — |
| | (39,802 | ) | — |
| 39,802 |
| — |
| — |
|
| 62,564 |
| 87 |
| (43,661 | ) | — |
| 18,816 |
| | (43,402 | ) | (413 | ) | 31,469 |
| — |
| (11,520 | ) |
Earnings (loss) from continuing operations | 12,897 |
| (6,499 | ) | — |
| 39,072 |
| 58,468 |
| | (111,642 | ) | 364 |
| — |
| 6,620 |
| (105,386 | ) |
Discontinued operations, net of tax | 39,132 |
| 60 |
| — |
| (39,072 | ) | — |
| | 6,078 |
| (542 | ) | — |
| (6,620 | ) | — |
|
Net earnings (loss) | 52,029 |
| (6,439 | ) | — |
| — |
| 58,468 |
| | (105,564 | ) | (178 | ) | — |
| — |
| (105,386 | ) |
Noncontrolling interests | | | | | | | | | | | |
(Earnings) loss from continuing operations attributable to noncontrolling interests | 6,499 |
| 6,499 |
| — |
| — |
| — |
| | (364 | ) | (364 | ) | — |
| — |
| — |
|
(Earnings) loss from discontinued operations attributable to noncontrolling interests | (60 | ) | (60 | ) | — |
| — |
| — |
| | 542 |
| 542 |
| — |
| — |
| — |
|
| 6,439 |
| 6,439 |
| — |
| — |
| — |
| | 178 |
| 178 |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 58,468 |
| $ | — |
| $ | — |
| $ | — |
| $ | 58,468 |
| | $ | (105,386 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (105,386 | ) |
Preferred dividends and inducements of preferred stock conversion | (6,698 | ) | — |
| — |
| — |
| (6,698 | ) | | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | 51,770 |
| $ | — |
| $ | — |
| $ | — |
| $ | 51,770 |
| | $ | (109,236 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (109,236 | ) |
(a) Depreciation and amortization - Real Estate Groups | $ | 68,868 |
| $ | 4,157 |
| $ | 19,842 |
| $ | 448 |
| $ | 85,001 |
| | $ | 50,393 |
| $ | 714 |
| $ | 20,131 |
| $ | 2,832 |
| $ | 72,642 |
|
Depreciation and amortization - Non-Real Estate | 1,132 |
| — |
| — |
| — |
| 1,132 |
| | 847 |
| — |
| — |
| — |
| 847 |
|
Total depreciation and amortization | $ | 70,000 |
| $ | 4,157 |
| $ | 19,842 |
| $ | 448 |
| $ | 86,133 |
| | $ | 51,240 |
| $ | 714 |
| $ | 20,131 |
| $ | 2,832 |
| $ | 73,489 |
|
(1) For component detail of NOI by segment, see the Summary of FFO schedules for the three months and years ended January 31, 2013 and 2012, included elsewhere in this supplemental package.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (Loss) (GAAP) (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended January 31, 2013 | | Year Ended January 31, 2012 |
| 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) | $ | 648,885 |
| $ | 23,092 |
| $ | — |
| $ | 14,210 |
| $ | 640,003 |
| | $ | 622,299 |
| $ | 18,037 |
| $ | — |
| $ | 27,523 |
| $ | 631,785 |
|
Interest expense | (269,229 | ) | (16,485 | ) | (102,723 | ) | (7,251 | ) | (362,718 | ) | | (249,799 | ) | (11,713 | ) | (100,958 | ) | (13,085 | ) | (352,129 | ) |
Interest expense of unconsolidated entities | (102,723 | ) | — |
| 102,723 |
| — |
| — |
| | (100,958 | ) | — |
| 100,958 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | 7,096 |
| (603 | ) | (495 | ) | (464 | ) | 6,740 |
| | 9,590 |
| 1,641 |
| (366 | ) | — |
| 7,583 |
|
Loss on extinguishment of debt of unconsolidated entities | (495 | ) | — |
| 495 |
| — |
| — |
| | (366 | ) | — |
| 366 |
| — |
| — |
|
Equity in (earnings) loss of unconsolidated entities, including impairment | (44,631 | ) | (347 | ) | 45,074 |
| — |
| 790 |
| | 61,039 |
| 185 |
| (34,545 | ) | — |
| 26,309 |
|
Net gain (loss) on land held for divestiture activity | 6,480 |
| (834 | ) | (40,777 | ) | — |
| (33,463 | ) | | (115,654 | ) | (243 | ) | (41,902 | ) | — |
| (157,313 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (40,777 | ) | — |
| 40,777 |
| — |
| — |
| | (41,902 | ) | — |
| 41,902 |
| — |
| — |
|
Net gain on disposition of rental properties and partial interests in rental properties | — |
| — |
| 51,066 |
| 99,935 |
| 151,001 |
| | 17,665 |
| — |
| 12,567 |
| 51,796 |
| 82,028 |
|
Gain on disposition of unconsolidated entities | 51,066 |
| — |
| (51,066 | ) | — |
| — |
| | 12,567 |
| — |
| (12,567 | ) | — |
| — |
|
Impairment of consolidated and unconsolidated real estate | (30,660 | ) | — |
| (390 | ) | (4,254 | ) | (35,304 | ) | | (235 | ) | — |
| (40,284 | ) | (13,692 | ) | (54,211 | ) |
Impairment of unconsolidated real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | (40,284 | ) | — |
| 40,284 |
| — |
| — |
|
Depreciation and amortization—Real Estate Groups (a) | (226,296 | ) | (8,852 | ) | (77,834 | ) | (6,159 | ) | (301,437 | ) | | (205,554 | ) | (4,973 | ) | (67,855 | ) | (13,268 | ) | (281,704 | ) |
Amortization of mortgage procurement costs—Real Estate Groups | (12,112 | ) | (526 | ) | (3,163 | ) | (243 | ) | (14,992 | ) | | (11,317 | ) | (509 | ) | (3,015 | ) | (847 | ) | (14,670 | ) |
Depreciation and amortization of unconsolidated entities | (80,997 | ) | — |
| 80,997 |
| — |
| — |
| | (70,870 | ) | — |
| 70,870 |
| — |
| — |
|
Straight-line rent adjustment | 15,024 |
| — |
| — |
| 135 |
| 15,159 |
| | 6,326 |
| — |
| — |
| 882 |
| 7,208 |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | (1,732 | ) | — |
| — |
| — |
| (1,732 | ) |
Earnings (loss) before income taxes | (79,759 | ) | (4,555 | ) | 45,074 |
| 95,909 |
| 65,779 |
| | (109,185 | ) | 2,425 |
| (34,545 | ) | 39,309 |
| (106,846 | ) |
Income tax benefit (expense) | 11,204 |
| — |
| — |
| (43,832 | ) | (32,628 | ) | | 63,686 |
| — |
| — |
| (17,017 | ) | 46,669 |
|
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | — |
| — |
| — |
| — |
| — |
|
| | | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, including impairment of depreciable real estate | 85,408 |
| 347 |
| (85,851 | ) | — |
| (790 | ) | | (19,137 | ) | (185 | ) | (7,357 | ) | — |
| (26,309 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (40,777 | ) | — |
| 40,777 |
| — |
| — |
| | (41,902 | ) | — |
| 41,902 |
| — |
| — |
|
| 44,631 |
| 347 |
| (45,074 | ) | — |
| (790 | ) | | (61,039 | ) | (185 | ) | 34,545 |
| — |
| (26,309 | ) |
Earnings (loss) from continuing operations | (17,158 | ) | (1,506 | ) | — |
| 52,077 |
| 36,425 |
| | (106,538 | ) | 2,240 |
| — |
| 22,292 |
| (86,486 | ) |
Discontinued operations, net of tax | 53,429 |
| 1,352 |
| — |
| (52,077 | ) | — |
| | 105,970 |
| 83,678 |
| — |
| (22,292 | ) | — |
|
Net earnings (loss) | 36,271 |
| (154 | ) | — |
| — |
| 36,425 |
| | (568 | ) | 85,918 |
| ��� |
| — |
| (86,486 | ) |
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
| | | | | | |
(Earnings) loss from continuing operations attributable to noncontrolling interests | 1,506 |
| 1,506 |
| — |
| — |
| — |
| | (2,240 | ) | (2,240 | ) | — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (1,352 | ) | (1,352 | ) | — |
| — |
| — |
| | (83,678 | ) | (83,678 | ) | — |
| — |
| — |
|
| 154 |
| 154 |
| — |
| — |
| — |
| | (85,918 | ) | (85,918 | ) | — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 36,425 |
| $ | — |
| $ | — |
| $ | — |
| $ | 36,425 |
| | $ | (86,486 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (86,486 | ) |
Preferred dividends and inducements of preferred stock conversion | (32,129 | ) | — |
| — |
| — |
| (32,129 | ) | | (15,400 | ) | — |
| — |
| — |
| (15,400 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | 4,296 |
| $ | — |
| $ | — |
| $ | — |
| $ | 4,296 |
| | $ | (101,886 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (101,886 | ) |
(a) Depreciation and amortization—Real Estate Groups | $ | 226,296 |
| $ | 8,852 |
| $ | 77,834 |
| $ | 6,159 |
| $ | 301,437 |
| | $ | 205,554 |
| $ | 4,973 |
| $ | 67,855 |
| $ | 13,268 |
| $ | 281,704 |
|
Depreciation and amortization—Non-Real Estate | 3,365 |
| — |
| — |
| — |
| 3,365 |
| | 3,247 |
| — |
| — |
| — |
| 3,247 |
|
Total depreciation and amortization | $ | 229,661 |
| $ | 8,852 |
| $ | 77,834 |
| $ | 6,159 |
| $ | 304,802 |
| | $ | 208,801 |
| $ | 4,973 |
| $ | 67,855 |
| $ | 13,268 |
| $ | 284,951 |
|
(1) For component detail of NOI by segment, see the Summary of FFO schedules for the three months and years ended January 31, 2013 and 2012, included elsewhere in this supplemental package.
Results of Operations
Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. – Net earnings attributable to Forest City Enterprises, Inc. for the year ended January 31, 2013 was $36,425,000 versus net loss of $86,486,000 for the year ended January 31, 2012. 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 is primarily attributable to the following increases, which are net of noncontrolling interest:
| |
• | $123,850,000 related to a decrease in 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 in 2012 compared with 2011; |
| |
• | $68,973,000 related to 2012 gains on disposition or partial disposition of rental properties and unconsolidated investments exceeding 2011 gains; |
| |
• | $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; |
| |
• | $22,142,000 related to a 2012 decrease in allocated losses from our equity investment in The Nets; |
| |
• | $18,907,000 related to a 2012 decrease in impairment charges of consolidated (including discontinued operations) and unconsolidated entities; |
| |
• | $11,185,000 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; |
| |
• | $9,334,000 primarily related to higher land sales at our Stapleton project in 2012 compared with 2011; and |
| |
• | $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 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. |
These increases were partially offset by the following decreases, net of noncontrolling interest:
| |
• | $42,622,000 related to the 2011 sale of land and air rights for development of a casino in downtown Cleveland, Ohio; |
| |
• | $22,121,000 related to a decrease in capitalized interest due to several large property openings in 2012 and the full year impact of projects opened during 2011; |
| |
• | $17,737,000 of increased write-offs of abandoned development projects in 2012 compared with 2011; |
| |
• | $6,496,000 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 with 2011; and |
| |
• | $79,297,000 due to increased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in pre-tax earnings (loss) including gains included in discontinued operations. These fluctuations are primarily due to the various transactions discussed herein. |
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 year ended January 31, 2013, we invested $118,545,000 at pro-rata consolidation ($95,577,000 at full consolidation) in capital expenditures for our operating portfolio as compared with $80,152,000 at pro-rata consolidation ($51,799,000 at full consolidation) during the year ended January 31, 2012. The increase of capital expenditures over the prior period is primarily due to significant tenant improvements at one of our Brooklyn office properties of $22,525,000 at pro-rata consolidation ($27,304,000 at full consolidation).
FFO—The majority of our peers in the publicly traded real estate industry are REITs and report operating results 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).
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 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.
Operating FFO for the three months ended January 31, 2013 of $41,879,000 decreased by $10,547,000 or 20.1% compared with $52,426,000 for the three months ended January 31, 2012. The fluctuations in Operating FFO are as follows:
| |
• | Our Portfolio (Commercial, Residential, Arena and Land Segments) Operating FFO decreased $12,331,000. This is primarily related to reduced capitalized interest on projects under construction and development, including land development, of $16,351,000, reduced Operating FFO from properties sold of $2,564,000, a 2012 participation payment as a result of a refinancing of $1,716,000, reduced Operating FFO from military housing of $1,608,000 and 2012 lease buyout payments of $1,275,000. These decreases of Portfolio Operating FFO were partially offset by the ramp up of new properties of $5,579,000, increased NOI on our mature portfolio of $4,353,000, decreased interest expense on our mature portfolio of $3,960,000 and increased sales from our Land Group projects, primarily at Stapleton, of $2,752,000; and |
| |
• | Corporate Operating FFO increased $1,784,000, primarily due to a decrease in severance and outplacement expenses and other general corporate expenses of $3,831,000, offset by an increase in interest expense of $2,047,000 primarily due to increased average borrowings on the bank revolving credit facility. |
Operating FFO for the year ended January 31, 2013 of $234,739,000 increased by $7,248,000 or 3.2% compared with $227,491,000 for the year ended January 31, 2012. The fluctuations in Operating FFO are as follows:
| |
• | Our Portfolio Operating FFO increased $11,892,000. This is primarily related to increased NOI on our mature portfolio of $18,414,000, decreased interest expense on our mature portfolio of $16,557,000, increased Operating FFO from the change in fair market value of derivatives between the comparable periods which were marked to market through interest expense of $11,001,000, increased sales from our Land Group projects, primarily at Stapleton, of $9,500,000 and the ramp up of new properties of $8,130,000. These increases of Portfolio Operating FFO were partially offset by reduced capitalized interest on projects under construction and development, including land development, of $35,489,000, reduced Operating FFO from properties sold of $9,125,000 and 2011 lease cancellation fee income at two Brooklyn office properties of $6,501,000; and |
| |
• | Corporate Operating FFO decreased $4,644,000, due to increased interest expense of $4,537,000, primarily related to certain senior notes offset by lower average borrowings on the bank revolving credit facility. |
FFO for the three months ended January 31, 2013 of $77,549,000 increased by $118,263,000 or 290.5% compared with negative FFO of $40,714,000 for the three months ended January 31, 2012. In addition to the changes in Operating FFO above, the following fluctuations to FFO are as follows:
| |
• | The additional change in the portfolio is primarily due to a decrease in the net loss on land held for divestiture activities of $171,475,000 and increased income recognized from state and federal Historic Preservation and New Market tax credits of $1,576,000, partially offset by increased write-offs of abandoned development projects of $11,914,000; |
| |
• | The Nets provided a pre-tax FFO increase of $29,880,000 primarily due to a reduction of our share of the loss allocation combined with reimbursement from the partner of prior allocated losses; and |
| |
• | FFO was unfavorably impacted by decreased income tax benefits of $61,554,000 compared with prior year, primarily due to a decrease in the net loss on land held for divestiture activities. |
FFO for the year ended January 31, 2013 of $267,408,000 increased by $89,219,000 or 50.1% compared with $178,189,000 for the year ended January 31, 2012. In addition to the changes in Operating FFO above, the following fluctuations to FFO are as follows:
| |
• | The additional change in the portfolio is primarily due to a decrease in the net loss on land held for divestiture activities of $123,850,000, the 2011 loss on extinguishment of debt on the exchange of a portion of our 2016 Senior Notes of $10,800,000, increased FFO for the adjustments to recognize rental revenues and rental expenses using the straight-line method of $7,951,000 and the net gain on change in control of interests of $4,064,000. These increases were partially offset by increased write-offs of abandoned development projects of $17,737,000, decreased gains on extinguishment of nonrecourse mortgage debt of $10,854,000, decreased income recognized from state and federal Historic Preservation and New Market tax credits of $6,496,000 and decreased FFO on the casino land sale in 2012 compared with 2011 of $6,138,000; |
| |
• | The Nets provided a pre-tax FFO increase of $22,142,000 due to a decrease in our allocated losses; and |
| |
• | FFO was unfavorably impacted by decreased income tax benefits of $44,842,000 compared with prior year, primarily due to a decrease in the net loss on land held for divestiture activities. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Operating FFO to FFO
|
| | | | | | | | | | | | | | | | |
Pro-Rata Consolidation | | Three Months Ended January 31, | | | Years Ended January 31, | |
| | 2013 | 2012 | % Change | | 2013 | 2012 | % Change |
| | (in thousands) | | | (in thousands) | |
Portfolio Pre-tax FFO: | | | | | | | | |
Commercial Group | | $ | 31,388 |
| $ | 58,021 |
| | | $ | 266,656 |
| $ | 311,912 |
| |
Residential Group | | 30,436 |
| 27,026 |
| | | 126,983 |
| 97,973 |
| |
Arena | | (174 | ) | 1,525 |
| | | 4,716 |
| 8,197 |
| |
Land Group | | 24,145 |
| (148,930 | ) | | | (22,782 | ) | (149,061 | ) | |
| | | | | | | | |
Adjustments to Portfolio Pre-Tax FFO: | | | | | | | | |
Net loss (gain) on land held for divestiture activity | | (18,112 | ) | 153,363 |
| | | 33,463 |
| 157,313 |
| |
Abandoned development project write-offs | | 12,821 |
| 907 |
| | | 26,575 |
| 8,838 |
| |
Tax credit income | | (5,585 | ) | (4,009 | ) | | | (22,317 | ) | (28,793 | ) | |
(Gain) loss on extinguishment of portfolio debt | | (354 | ) | (236 | ) | | | (7,529 | ) | (18,383 | ) | |
Net gain on change in control of interests | | — |
| — |
| | | (4,064 | ) | — |
| |
Straight-line rent adjustments | | (3,442 | ) | (4,213 | ) | | | (15,159 | ) | (7,208 | ) | |
Casino land sale | | — |
| — |
| | | (36,484 | ) | (42,622 | ) | |
Adjustments to Portfolio Pre-Tax FFO subtotal | | (14,672 | ) | 145,812 |
| | | (25,515 | ) | 69,145 |
| |
Portfolio Pre-tax Operating FFO | | 71,123 |
| 83,454 |
| (14.8)% | | 350,058 |
| 338,166 |
| 3.5% |
Corporate Group Pre-tax FFO | | (29,244 | ) | (31,028 | ) | | | (116,108 | ) | (121,475 | ) | |
Loss on extinguishment of debt - Corporate Group | | — |
| — |
| | | 789 |
| 10,800 |
| |
Operating FFO | | 41,879 |
| 52,426 |
| (20.1)% | | 234,739 |
| 227,491 |
| 3.2% |
Nets Pre-tax FFO | | 18,035 |
| (11,845 | ) | | | (4,672 | ) | (26,814 | ) | |
Add back adjustments to Portfolio Pre-Tax FFO above | | 14,672 |
| (145,812 | ) | | | 25,515 |
| (69,145 | ) | |
Add back loss on extinguishment of debt - Corporate Group | | — |
| — |
| | | (789 | ) | (10,800 | ) | |
Income tax benefit (expense) on FFO | | 2,963 |
| 64,517 |
| | | 12,615 |
| 57,457 |
| |
FFO | | $ | 77,549 |
| $ | (40,714 | ) | 290.5% | | $ | 267,408 |
| $ | 178,189 |
| 50.1% |
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 January 31, 2013 of $61,075,000 increased by $2,250,000 or 3.8% compared with $58,825,000 for the three months ended January 31, 2012. EBDT for the year ended January 31, 2013 of $297,296,000 decreased by $37,088,000 or 11.1% compared with $334,384,000 for the year ended January 31, 2012.
The fluctuations in EBDT for the three months and year ended January 31, 2013 over prior year are for the same reasons as Operating FFO and FFO as described on the previous pages. The differences between FFO and EBDT for the three months and years ended January 31, 2013 and 2012 are illustrated on the following page titled Reconciliation of FFO and EBDT to Net Earnings (Loss).
(THIS PAGE INTENTIONALLY LEFT BLANK)
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 | | Year Ended | | Year Ended |
| January 31, 2013 | | January 31, 2012 | | January 31, 2013 | | January 31, 2012 |
| FFO | EBDT | | FFO | EBDT | | FFO | EBDT | | FFO | EBDT |
| (in thousands) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 58,468 |
| $ | 58,468 |
| | $ | (105,386 | ) | $ | (105,386 | ) | | $ | 36,425 |
| $ | 36,425 |
| | $ | (86,486 | ) | $ | (86,486 | ) |
Depreciation and Amortization—Real Estate Groups | 85,001 |
| 85,001 |
| | 72,642 |
| 72,642 |
| | 301,437 |
| 301,437 |
| | 281,704 |
| 281,704 |
|
Impairment of depreciable rental properties | — |
| — |
| | 1,095 |
| 1,095 |
| | 35,304 |
| 35,304 |
| | 54,211 |
| 54,211 |
|
Gain on disposition of rental properties and partial interests in rental properties | (107,681 | ) | (107,681 | ) | | (14,114 | ) | (14,114 | ) | | (151,001 | ) | (151,001 | ) | | (82,028 | ) | (82,028 | ) |
Income tax expense (benefit) adjustments — current and deferred (1) | |
| | | | | | | | | |
Gain on disposition of rental properties and partial interests in rental properties | 41,761 |
| 41,761 |
| | 5,473 |
| 5,473 |
| | 58,935 |
| 58,935 |
| | 31,812 |
| 31,812 |
|
Impairment of depreciable rental properties | — |
| — |
| | (424 | ) | (424 | ) | | (13,692 | ) | (13,692 | ) | | (21,024 | ) | (21,024 | ) |
Straight-line rent adjustments | — |
| (3,442 | ) | | — |
| (4,213 | ) | | — |
| (15,159 | ) | | — |
| (7,208 | ) |
Net gain on change in control of interests | — |
| — |
| | — |
| — |
| | — |
| (4,064 | ) | | — |
| — |
|
Net (gain) loss on land held for divestiture activity | — |
| (18,112 | ) | | — |
| 153,363 |
| | — |
| 33,463 |
| | — |
| 157,313 |
|
Amortization of mortgage procurement costs—Real Estate Groups | — |
| 3,652 |
| | — |
| 3,571 |
| | — |
| 14,992 |
| | — |
| 14,670 |
|
Preference payment | — |
| — |
| | — |
| (24 | ) | | — |
| — |
| | — |
| 1,732 |
|
Allowance for projects under development revision | — |
| — |
| | — |
| 1,000 |
| | — |
| — |
| | — |
| (1,000 | ) |
Income tax expense (benefit) adjustments — current and deferred (1) | |
|
| | | | | | | | | |
Deferred income tax expense (benefit) on operating earnings | — |
| (5,597 | ) | | — |
| 5,321 |
| | — |
| 12,058 |
| | — |
| 51,699 |
|
Net gain (loss) on land held for divestiture activity | — |
| 7,025 |
| | — |
| (59,479 | ) | | — |
| (12,978 | ) | | — |
| (61,011 | ) |
Net gain on change in control of interests | — |
| — |
| | — |
| — |
| | — |
| 1,576 |
| | — |
| — |
|
FFO/EBDT | $ | 77,549 |
| $ | 61,075 |
| | $ | (40,714 | ) | $ | 58,825 |
| | $ | 267,408 |
| $ | 297,296 |
| | $ | 178,189 |
| $ | 334,384 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | | Year Ended | | Year Ended |
| January 31, 2013 | | January 31, 2012 | | January 31, 2013 | | January 31, 2012 |
FFO/EBDT Per Share - Diluted | FFO | EBDT | | FFO (2) | EBDT | | FFO | EBDT | | FFO | EBDT |
Numerator (in thousands): | | | | | | | | |
| | |
FFO/EBDT | $ | 77,549 |
| $ | 61,075 |
| | $ | (40,714 | ) | $ | 58,825 |
| | $ | 267,408 |
| $ | 297,296 |
| | $ | 178,189 |
| $ | 334,384 |
|
If-Converted Method (adjustments for interest, net of tax): | | | | | | | | | | | |
3.625% Puttable Senior Notes due 2014 | 1,110 |
| 1,110 |
| | — |
| 1,110 |
| | 4,438 |
| 4,438 |
| | 4,438 |
| 4,438 |
|
5.00% Convertible Senior Notes due 2016 | 382 |
| 382 |
| | — |
| 382 |
| | 1,530 |
| 1,530 |
| | 1,867 |
| 1,867 |
|
4.25% Convertible Senior Notes due 2018 | 2,277 |
| 2,277 |
| | — |
| 2,277 |
| | 9,107 |
| 9,107 |
| | 4,882 |
| 4,882 |
|
FFO/EBDT for per share data | $ | 81,318 |
| $ | 64,844 |
| | $ | (40,714 | ) | $ | 62,594 |
| | $ | 282,483 |
| $ | 312,371 |
|
| $ | 189,376 |
| $ | 345,571 |
|
Denominator | | | | | | | | | | | |
Weighted average shares outstanding—Basic | 180,973,484 |
| 180,973,484 |
| | 169,157,392 |
| 169,157,392 |
| | 172,621,723 |
| 172,621,723 |
| | 168,170,650 |
| 168,170,650 |
|
Effect of stock options, restricted stock and performance shares | 1,430,747 |
| 1,430,747 |
| | — |
| 646,943 |
| | 1,081,949 |
| 1,081,949 |
| | 821,739 |
| 821,739 |
|
Effect of convertible preferred stock | 3,256,449 |
| 3,256,449 |
| | — |
| 14,550,257 |
| | 11,414,398 |
| 11,414,398 |
| | 14,550,257 |
| 14,550,257 |
|
Effect of convertible debt | 33,499,503 |
| 33,499,503 |
| | — |
| 33,499,503 |
| | 33,499,503 |
| 33,499,503 |
| | 26,838,208 |
| 26,838,208 |
|
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 |
|
Weighted average shares outstanding - Diluted | 222,806,938 |
| 222,806,938 |
| | 169,157,392 |
| 221,500,850 |
| | 222,264,328 |
| 222,264,328 |
|
| 214,027,609 |
| 214,027,609 |
|
FFO/EBDT Per Share | $ | 0.36 |
| $ | 0.29 |
| | $ | (0.24 | ) | $ | 0.28 |
| | $ | 1.27 |
| $ | 1.41 |
|
| $ | 0.88 |
| $ | 1.61 |
|
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 January 31, | | Years Ended January 31, |
| 2013 | 2012 | | 2013 | 2012 |
| (in thousands) |
Current taxes | |
Operating earnings | $ | (4,271 | ) | $ | (10,257 | ) | | $ | (13,483 | ) | $ | (48,160 | ) |
Gain on disposition of rental properties and partial interests in rental properties | 22,589 |
| (935 | ) | | 857 |
| 38,244 |
|
Net gain (loss) on land held for divestiture activity | (29,869 | ) | — |
| | (46,168 | ) | — |
|
Subtotal | (11,551 | ) | (11,192 | ) | | (58,794 | ) | (9,916 | ) |
Discontinued operations | | | | | |
Operating earnings | (120 | ) | (102 | ) | | 212 |
| 15 |
|
Gain on disposition of rental properties and partial interests in rental properties | 40,146 |
| 8,948 |
| | 61,738 |
| 11,740 |
|
Subtotal | 40,026 |
| 8,846 |
| | 61,950 |
| 11,755 |
|
Total Current taxes | 28,475 |
| (2,346 | ) | | 3,156 |
| 1,839 |
|
Deferred taxes | | | | | |
Operating earnings | (5,592 | ) | 5,281 |
| | 12,182 |
| 51,140 |
|
Gain on disposition of rental properties and partial interests in rental properties | (14,282 | ) | 1,544 |
| | 12,684 |
| (28,185 | ) |
Impairment of depreciable rental properties | — |
| (424 | ) | | (12,042 | ) | (15,714 | ) |
Net gain (loss) on land held for divestiture activity | 36,894 |
| (59,479 | ) | | 33,190 |
| (61,011 | ) |
Net gain on change in control of interests | — |
| — |
| | 1,576 |
| — |
|
Subtotal | 17,020 |
| (53,078 | ) | | 47,590 |
| (53,770 | ) |
Discontinued operations | | | | | |
Operating earnings | (5 | ) | 40 |
| | (124 | ) | 559 |
|
Gain on disposition of rental properties and partial interests in rental properties | (6,692 | ) | (4,084 | ) | | (16,344 | ) | 10,013 |
|
Impairment of real estate | — |
| — |
| | (1,650 | ) | (5,310 | ) |
Subtotal | (6,697 | ) | (4,044 | ) | | (18,118 | ) | 5,262 |
|
Total Deferred taxes | 10,323 |
| (57,122 | ) | | 29,472 |
| (48,508 | ) |
Grand Total | $ | 38,798 |
| $ | (59,468 | ) | | $ | 32,628 |
| $ | (46,669 | ) |
| |
(2) | For the three months ended January 31, 2012, the effect of 52,343,458 shares of dilutive securities was not included in the computation of diluted FFO per share because their effect is anti-dilutive due to the negative FFO for the quarter. As a result, an adjustment to FFO is not required for interest expense of $3,769,000 related to these securities. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Retail Lease Expirations as of January 31, 2013
|
| | | | | | | | | | | | | | | | |
EXPIRATION YEAR | NUMBER OF EXPIRING LEASES | SQUARE FEET OF EXPIRING LEASES (3) | PERCENTAGE OF TOTAL LEASED GLA (1) | CONTRACTUAL RENT EXPIRING (2) | PERCENTAGE OF TOTAL CONTRACTUAL RENT | AVERAGE CONTRACTUAL RENT PER SQUARE FEET EXPIRING (3) |
2013 | 349 |
| 1,224,408 |
| 10.14 |
| % | $ | 36,354,263 |
| 10.79 |
| % | $ | 34.04 |
|
2014 | 322 |
| 1,166,662 |
| 9.67 |
| | 32,885,579 |
| 9.76 |
| | 36.49 |
|
2015 | 244 |
| 947,806 |
| 7.85 |
| | 28,376,749 |
| 8.42 |
| | 37.16 |
|
2016 | 258 |
| 1,313,697 |
| 10.88 |
| | 41,443,690 |
| 12.30 |
| | 46.98 |
|
2017 | 206 |
| 1,291,246 |
| 10.70 |
| | 35,705,193 |
| 10.59 |
| | 34.28 |
|
2018 | 147 |
| 639,778 |
| 5.30 |
| | 24,068,379 |
| 7.14 |
| | 37.65 |
|
2019 | 118 |
| 977,597 |
| 8.10 |
| | 26,059,449 |
| 7.73 |
| | 31.32 |
|
2020 | 86 |
| 710,200 |
| 5.88 |
| | 20,205,756 |
| 5.99 |
| | 37.83 |
|
2021 | 138 |
| 1,220,627 |
| 10.11 |
| | 36,723,900 |
| 10.89 |
| | 40.26 |
|
2022 | 92 |
| 809,523 |
| 6.71 |
| | 19,825,788 |
| 5.88 |
| | 30.74 |
|
Thereafter | 60 |
| 1,768,035 |
| 14.66 |
| | 35,423,888 |
| 10.51 |
| | 26.11 |
|
Total | 2,020 |
| 12,069,579 |
| 100.00 |
| % | $ | 337,072,634 |
| 100.00 |
| % | $ | 35.40 |
|
| |
(1) | GLA = Gross Leasable Area. |
| |
(2) | Contractual rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because contractual rent is determined using the tenant’s contractual rental agreements at our ownership share 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). Contractual rent per square feet includes base rent, fixed additional charges for marketing/promotional charges, common area maintenance and real estate taxes. |
| |
(3) | Square feet of expiring leases and average contractual rent per square feet (less real estate taxes) are operating statistics that represent 100% of the square footage and contractual rental income per square foot from expiring leases. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Office Lease Expirations as of January 31, 2013
|
| | | | | | | | | | | | | | | | |
EXPIRATION YEAR | NUMBER OF EXPIRING LEASES | SQUARE FEET OF EXPIRING LEASES (3) | PERCENTAGE OF TOTAL LEASED GLA (1) | CONTRACTUAL RENT EXPIRING (2) | PERCENTAGE OF TOTAL CONTRACTUAL RENT | AVERAGE CONTRACTUAL RENT PER SQUARE FEET EXPIRING (3) |
2013 | 91 |
| 930,283 |
| 8.18 |
| % | $ | 19,475,116 |
| 5.79 |
| % | $ | 22.68 |
|
2014 | 68 |
| 961,751 |
| 8.46 |
| | 23,780,855 |
| 7.07 |
| | 42.08 |
|
2015 | 62 |
| 579,858 |
| 5.10 |
| | 12,184,998 |
| 3.62 |
| | 25.72 |
|
2016 | 64 |
| 1,030,243 |
| 9.06 |
| | 25,350,486 |
| 7.54 |
| | 31.92 |
|
2017 | 43 |
| 620,644 |
| 5.46 |
| | 10,233,740 |
| 3.04 |
| | 18.18 |
|
2018 | 33 |
| 1,302,553 |
| 11.45 |
| | 43,632,672 |
| 12.97 |
| | 38.38 |
|
2019 | 27 |
| 740,984 |
| 6.52 |
| | 16,138,969 |
| 4.80 |
| | 28.21 |
|
2020 | 15 |
| 1,236,569 |
| 10.87 |
| | 38,969,239 |
| 11.58 |
| | 41.85 |
|
2021 | 14 |
| 812,621 |
| 7.15 |
| | 16,311,370 |
| 4.85 |
| | 27.40 |
|
2022 | 15 |
| 333,099 |
| 2.93 |
| | 12,434,539 |
| 3.70 |
| | 39.88 |
|
Thereafter | 34 |
| 2,823,339 |
| 24.82 |
| | 117,895,659 |
| 35.04 |
| | 43.64 |
|
Total | 466 |
| 11,371,944 |
| 100.00 |
| % | $ | 336,407,643 |
| 100.00 |
| % | $ | 35.36 |
|
| |
(1) | GLA = Gross Leasable Area. |
| |
(2) | Contractual rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because contractual rent is determined using the tenant’s contractual rental agreements at our ownership share 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). Contractual rent per square feet includes base rent and common area maintenance. |
| |
(3) | Square feet of expiring leases and average contractual rent per square feet are operating statistics that represent 100% of the square footage and contractual rental income per square foot from expiring leases. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Significant Retail Tenants as of January 31, 2013
|
| | | | | | | | |
(Based on contractual 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 |
| 4.23 |
| % |
The TJX Companies, Inc. | Marshalls, T.J.Maxx, HomeGoods | 13 |
| 404,915 |
| 3.35 |
| |
Regal Entertainment Group | Regal Cinemas, Edwards Theatres, United Artists Theatres | 5 |
| 381,461 |
| 3.16 |
| |
AMC Entertainment, Inc. | AMC Theatres, MegaStar Theatres | 5 |
| 377,797 |
| 3.13 |
| |
Gap, Inc. | Banana Republic, Gap, Old Navy | 27 |
| 347,986 |
| 2.88 |
| |
Dick’s Sporting Goods, Inc. | Dick's Sporting Goods, Golf Galaxy | 6 |
| 326,866 |
| 2.71 |
| |
The Limited Brands, Inc. | Bath and Body Works, Victoria's Secret | 39 |
| 234,917 |
| 1.95 |
| |
Best Buy Co., Inc. (1) | Best Buy | 8 |
| 210,810 |
| 1.75 |
| |
H&M Hennes & Mauritz AB | H&M | 9 |
| 161,715 |
| 1.34 |
| |
Abercrombie & Fitch Co. | Abercrombie & Fitch, Hollister | 22 |
| 160,825 |
| 1.33 |
| |
Ascena Retail Group, Inc. | Justice, Lane Bryant, Dressbarn, Catherines | 29 |
| 145,756 |
| 1.21 |
| |
Forever 21, Inc. | Forever 21 | 9 |
| 132,582 |
| 1.10 |
| |
Footlocker, Inc. | FootLocker, Lady FootLocker, Kids FootLocker, FootAction USA, Champs Sports | 33 |
| 127,138 |
| 1.05 |
| |
Express, Inc. | Express | 10 |
| 90,145 |
| 0.75 |
| |
American Eagle Outfitters, Inc. | American Eagle Outfitters, Aerie, 77kids | 15 |
| 85,972 |
| 0.71 |
| |
Luxottica Group S.p.A. | LensCrafters, Pearle Vision, Sunglass Hut | 28 |
| 58,739 |
| 0.49 |
| |
Subtotal | 261 |
| 3,758,479 |
| 31.14 |
| |
All Others | 1,759 |
| 8,311,100 |
| 68.86 |
| |
Total | 2,020 |
| 12,069,579 |
| 100.00 |
| % |
| |
(1) | Includes a lease for 54,927 square feet at East River Plaza, with an expiration date of January 31, 2031. Best Buy Co., Inc. has vacated this space but is still contractually obligated for the lease. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Significant Office Tenants as of January 31, 2013
|
| | | | | |
(Based on contractual 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 |
| 9.20 |
| % |
Millennium Pharmaceuticals, Inc. | 705,473 |
| 6.20 |
| |
U.S. Government | 478,126 |
| 4.20 |
| |
JP Morgan Chase & Co. | 399,141 |
| 3.51 |
| |
WellPoint, Inc. | 392,514 |
| 3.45 |
| |
Morgan Stanley & Co. | 389,305 |
| 3.42 |
| |
Bank of New York | 323,043 |
| 2.84 |
| |
National Grid | 259,561 |
| 2.28 |
| |
Clearbridge Advisors, LLC, a Legg Mason Company | 201,028 |
| 1.77 |
| |
Covington & Burling, LLP | 160,565 |
| 1.41 |
| |
Johns Hopkins University | 157,660 |
| 1.39 |
| |
Seyfarth Shaw, LLP | 96,909 |
| 0.85 |
| |
Subtotal | 4,609,426 |
| 40.52 |
| |
All Others | 6,762,518 |
| 59.48 |
| |
Total | 11,371,944 |
| 100.00 |
| % |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
Openings
as of January 31, 2013
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Property | Location | 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 % (e) |
2012 | | | | | | | (in millions) | | | | | | |
Retail Center: | | | | | | | | | | | | | | | |
The Yards - Boilermaker Shops | Washington, D.C. | Q4-12 | 100 | % | | 100 | % | | $ | 21.9 |
| $ | 21.9 |
| $ | 21.9 |
| | 39,000 |
| | 39,000 |
| | 63% |
| | | | | | | | | | | | | | | |
Office: | | | | | | | | | | | | | | | |
Johns Hopkins Parking Garage | Baltimore, MD | Q4-12 | 85 | % | | 100 | % | | $ | 29.3 |
| $ | 29.3 |
| $ | 29.3 |
| | 492,000 |
| | | | |
| | | | | | | | | | | | | | | |
Residential: | | | | | | | | | | | | | | | |
The Aster Town Center | Denver, CO | Q1-12/Q2-12 | 90 | % | | 90 | % | | $ | 10.4 |
| $ | 10.4 |
| $ | 9.4 |
| | 85 |
| | | | 91% |
Botanica Eastbridge | Denver, CO | Q3-12 | 90 | % | | 90 | % | | 15.4 |
| 15.4 |
| 13.9 |
| | 118 |
| | | | 53% |
| | | | | | | $ | 25.8 |
| $ | 25.8 |
| $ | 23.3 |
| | 203 |
| | | | |
Arena: | | | | | | | | | | | | | | | |
Barclays Center | Brooklyn, NY | Q3-12 | 34 | % | | 34 | % | | $ | 950.7 |
| $ | 950.7 |
| $ | 323.2 |
| | 670,000 |
| | 18,000 seats |
| (i) | 82% (j) |
| | | | | | | | | | | | | | | |
Total 2012 Openings | | | | | | | $ | 1,027.7 |
| $ | 1,027.7 |
| $ | 397.7 |
| | | | | | |
| | | | | | | | | | | | | | | |
Fee Development Project (d) | | | | | | | | | | | | | | | |
Las Vegas City Hall | Las Vegas, NV | Q1-12 | - |
| | - |
| | $ | 0.0 |
| $ | 146.2 |
| $ | 0.0 |
| | 270,000 |
| | | | |
| | | | | | | | | | | | | | | |
Prior Two Years Openings as of January 31, 2013 | | | | | | | | | | | | | | |
Retail Centers: | | | | | | | | | | | | | | | |
Westchester’s Ridge Hill | Yonkers, NY | Q2-11/12 | 70 | % | | 100 | % | | $ | 891.1 |
| $ | 891.1 |
| $ | 891.1 |
| | 1,336,000 |
| (g) | 1,336,000 |
| | 60%/68% (h) |
East River Plaza (f) | Manhattan, NY | Q4-09/Q2-10 | 35 | % | | 50 | % | | 0.0 |
| 390.6 |
| 195.3 |
| | 527,000 |
| | 527,000 |
| | 93% |
| | | | | | | $ | 891.1 |
| $ | 1,281.7 |
| $ | 1,086.4 |
| | 1,863,000 |
| | 1,863,000 |
| | |
Residential: | | | | | | | | | | | | | | | |
8 Spruce Street (f) | Manhattan, NY | Q1-11/12 | 18 | % | | 26 | % | | $ | 0.0 |
| $ | 875.7 |
| $ | 227.8 |
| | 899 |
| | | | 92% |
Foundry Lofts | Washington, D.C. | Q4-11 | 80 | % | | 100 | % | | 58.0 |
| 58.0 |
| 58.0 |
| | 170 |
| | | | 98% |
Presidio Landmark | San Francisco, CA | Q3-10 | 1 | % | | 100 | % | | 96.6 |
| 96.6 |
| 96.6 |
| | 161 |
| | | | 94% |
| | | | | | | $ | 154.6 |
| $ | 1,030.3 |
| $ | 382.4 |
| | 1,230 |
| | | | |
Total Prior Two Years Openings | | | | | | | $ | 1,045.7 |
| $ | 2,312.0 |
| $ | 1,468.8 |
| | | | | | |
Recap of Total Prior Two Years Openings | | | | | | | | | | | | | | |
Total 2011 | | | | | | | $ | 949.1 |
| $ | 1,824.8 |
| $ | 1,176.9 |
| | | | | | |
Total 2010 | | | | | | | 96.6 |
| 487.2 |
| 291.9 |
| | | | | | |
Total Prior Two Years Openings | | | | | | $ | 1,045.7 |
| $ | 2,312.0 |
| $ | 1,468.8 |
| | | | | | |
See footnotes on the following page.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
Projects Under Construction
as of January 31, 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | Location | Opening/ 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 % (e) |
Retail Center: | | | | | | | | | | | | | | | | |
The Yards - Lumber Shed | Washington, D.C. | Q3-13 | 100 | % | | 100 | % | | $ | 15.5 |
| $ | 15.5 |
| $ | 15.5 |
| | 32,000 | | 32,000 |
| | 80 | % | |
| | | | | | | | | | | | | | | | |
Residential: | | | | | | | | | | | | | | | | |
Continental Building | Dallas, TX | Q1-13 | 100 | % | | 100 | % | | $ | 54.6 |
| $ | 54.6 |
| $ | 54.6 |
| | 203 | | 5,000 |
| | | |
Aster Northfield | Denver, CO | Q3-13/14 | 90 | % | | 90 | % | | 50.0 |
| 50.0 |
| 45.0 |
| | 352 | | — |
| | | |
Stratford Avenue | Fairfield, CT | Q3-13/Q4-13 | 100 | % | | 100 | % | | 23.2 |
| 23.2 |
| 23.2 |
| | 128 | | — |
| | | |
Brooklyn Atlantic Yards - B2 BKLYN | Brooklyn, NY | Q2-14 | 100 | % | | 100 | % | | 183.9 |
| 183.9 |
| 183.9 |
| | 363 | | — |
| | | |
120 Kingston (f) | Boston, MA | Q2-14 | 50 | % | | 50 | % | | 0.0 |
| 133.3 |
| 66.7 |
| | 240 | | 5,000 |
| | | |
The Yards - Twelve12 | Washington, D.C. | Q3-14 | 80 | % | (k) | 100 | % | | 119.8 |
| 119.8 |
| 119.8 |
| | 218 | | 88,000 |
| | Retail: 90% |
| |
West Village | Dallas, TX | Q3-14/15 | 100 | % | | 100 | % | | 88.6 |
| 88.6 |
| 88.6 |
| | 381 | | — |
| | | |
| | | | | | | $ | 520.1 |
| $ | 653.4 |
| $ | 581.8 |
| | 1,885 | | 98,000 |
| | | |
Total Under Construction | | | | | | | $ | 535.6 |
| $ | 668.9 |
| $ | 597.3 |
| | | | | | | |
| | | | | | | | | | | | | | | | |
Fee Development Project (d) | | | | | | | | | | | | | | | | |
Dept. of Health & Mental Hygiene (DHMH) | Baltimore, MD | Q2-14 | - |
| | - |
| | $ | 0.0 |
| $ | 135.0 |
| $ | 0.0 |
| | 234,000 | | | | | |
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 represent estimated project costs to achieve stabilization and 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 VIE. |
| |
(c) | Project cost at pro-rata share represents Forest City's share of project 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 project cost of the applicable property. |
| |
(d) | These are fee development projects in which the Company has no ownership interests. Therefore, these costs are not included on the full consolidation or pro-rata balance sheet. |
| |
(e) | Lease commitments as of March 1, 2013. |
| |
(f) | 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. |
| |
(g) | Includes 156,000 square feet of office space. |
| |
(h) | 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 and has been assumed to be leased in the future predominantly to a single retail tenant in its own phase. Given its 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. |
| |
(i) | The Nets, a member of the NBA, has a 37 year license agreement to use the arena with approximately 18,000 seats for NBA games. Additionally, the arena is expected to be the future home of the New York Islanders, a member of the National Hockey League ("NHL"), with a 14,500 seating configuration for NHL events. |
| |
(j) | 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. Percentage at January 31, 2013, excludes anticipated rent from the New York Islanders since the team is not anticipated to relocate to Barclays Center until 2015 and is subject to approval by the NHL. |
| |
(k) | Represents legal ownership of the residential units. Legal ownership for the retail space is 100%. |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
Projects Under Development
as of January 31, 2013
Below is a summary of our active large scale development projects, which have yet to commence construction, 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 $797.7 million ($1,016.1 million at full consolidation) of Projects Under Development (“PUD”) on our balance sheet and pro-rata mortgage debt of $176.0 million ($235.5 million at full consolidation).
| |
1) | Atlantic Yards - Brooklyn, NY |
Atlantic Yards is adjacent to the state-of-the-art arena, Barclays Center, which opened in September 2012 and was designed by the award-winning firms Ellerbe Becket and SHoP Architects. 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. Construction of the first residential tower, B2 BKLYN, with a total of 363 units, of which 181 are affordable, commenced in December 2012 and is expected to open in Q2-14.
| |
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 270,000 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 space. 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 ground level retail which opened in 2012. The first retail project, Boilermaker Shops, opened in Q4-12 and tenant construction is currently underway. The second retail project, Lumber Shed, is expected to open in Q3-13. Additionally, Twelve12, a mixed-use project, is under construction and is expected to feature 218 residential units and 88,000 square feet of retail space, with lease commitments of 90% already in place for the available 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, Forest City 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. In December 2012 Forest City completed construction and opened a 492,000 square-foot parking garage at 901 N. Washington Street, providing approximately 1,450 parking spaces for Johns Hopkins and the active buildings at the Science + Technology Park. 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 retail 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
Development Pipeline
Military Housing - Openings and Under Construction
as of January 31, 2013
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 | Opening/Anticipated Opening | FCE Pro-Rata % | Cost at Full Consolidation | Total Cost at 100% | No. of Units |
| | | | (in millions) | |
Military Housing - Recent Opening | | | | | | |
Air Force - Southern Group: Keesler Air Force Base | Biloxi, MS | 2011-2012 | 0.0% | $ | 0.0 |
| $ | 5.0 |
| 1,188 |
|
| | | | | | |
Military Housing - Under Construction | | | | | | |
Hawaii Phase IV | Kaneohe, HI | 2007-2014 | * | $ | 0.0 |
| $ | 479.3 |
| 1,141 |
|
Air Force - Southern Group: | | | | | | |
Joint Base Charleston | Charleston, SC | 2011-2013 | 0.0% | 0.0 |
| 76.4 |
| 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 |
| 152.7 |
| 630 |
|
Total Under Construction | $ | 0.0 |
| $ | 718.6 |
| 2,138 |
|
|
|
|
|
|
|
|
*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 and construction management fees related to our military housing projects are earned based on a contractual percentage of the actual development and construction costs incurred. We also recognize additional development and construction 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 and construction agreements. NOI from development, construction and incentive fees was $1,906,000 and $10,164,000 for the three months and year ended January 31, 2013, respectively, and $2,611,000 and $9,773,000 for the three months and year ended January 31, 2012, 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 $3,612,000 and $14,398,000 for the three months and year ended January 31, 2013, respectively, and $4,724,000 and $14,276,000 for the three months and year ended January 31, 2012, respectively.
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
Land Held for Development and Sale
as of January 31, 2013
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 | 289 |
| 132 |
| 1,142 |
|
Land Held for Divestiture
as of January 31, 2013
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 executed on our divestiture strategy during the year ended January 31, 2013. Below is a summary of land projects that are considered held for divestiture at January 31, 2013.
|
| | | | | | |
Location | Gross Acres (1) | Saleable Acres (2) | Option Acres (3) |
Mesa del Sol - Albuquerque, NM | 2,984 |
| 1,620 |
| 5,727 |
|
Ohio | 319 |
| 233 |
| — |
|
North Carolina | 167 |
| 167 |
| — |
|
Other | 562 |
| 558 |
| — |
|
Total | 4,032 |
| 2,578 |
| 5,727 |
|
| |
(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. We may choose to further develop some of the acres into completed sublots prior to sale. |
| |
(3) | Option acres are those acres we have a formal option to acquire. Typically these options are in the form of purchase agreements with contingencies for the satisfaction of due diligence reviews. |
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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 |
| January 31, 2013 | | October 31, 2012 | | July 31, 2012 | | April 30, 2012 | | January 31, 2012 |
Class A Common Stock | | | | | | | | | |
Closing Price, end of quarter | $ | 16.91 |
| | $ | 16.05 |
| | $ | 14.11 |
| | $ | 15.95 |
| | $ | 13.13 |
|
High Closing Price | $ | 17.33 |
| | $ | 16.83 |
| | $ | 16.19 |
| | $ | 16.16 |
| | $ | 14.00 |
|
Low Closing Price | $ | 13.97 |
| | $ | 14.03 |
| | $ | 12.98 |
| | $ | 13.19 |
| | $ | 10.88 |
|
Average Closing Price | $ | 15.95 |
| | $ | 15.54 |
| | $ | 14.33 |
| | $ | 14.97 |
| | $ | 12.32 |
|
Total Volume | 56,909,509 |
| | 47,754,037 |
| | 37,344,444 |
| | 42,370,907 |
| | 56,114,430 |
|
Average Volume | 917,895 |
| | 758,001 |
| | 583,507 |
| | 683,402 |
| | 905,071 |
|
Common shares outstanding, end of quarter | 163,722,658 |
| | 158,178,903 |
| | 148,642,140 |
| | 148,501,425 |
| | 148,227,849 |
|
Class B Common Stock | | | | | | | | | |
Closing Price, end of quarter | $ | 16.90 |
| | $ | 16.03 |
| | $ | 14.31 |
| | $ | 15.87 |
| | $ | 13.17 |
|
High Closing Price | $ | 17.22 |
| | $ | 16.86 |
| | $ | 16.20 |
| | $ | 16.12 |
| | $ | 13.92 |
|
Low Closing Price | $ | 14.03 |
| | $ | 14.06 |
| | $ | 13.20 |
| | $ | 13.17 |
| | $ | 10.85 |
|
Average Closing Price | $ | 15.89 |
| | $ | 15.50 |
| | $ | 14.29 |
| | $ | 14.95 |
| | $ | 12.29 |
|
Total Volume | 51,472 |
| | 23,190 |
| | 50,663 |
| | 41,208 |
| | 75,255 |
|
Average Volume | 830 |
| | 368 |
| | 792 |
| | 665 |
| | 1,214 |
|
Common shares outstanding, end of quarter | 20,235,273 |
| | 20,251,569 |
| | 20,858,777 |
| | 20,911,371 |
| | 20,934,335 |
|
Common Equity Market Capitalization | $ | 3,110,526,260 |
| | $ | 2,863,404,044 |
| | $ | 2,395,829,694 |
| | $ | 2,700,461,187 |
| | $ | 2,221,936,849 |
|
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 January 31, 2013, follows:
|
| | | | | | | | | | | | | | | | | | | |
| Requirement Per Agreement | | As of January 31, 2013 | | As of October 31, 2012 | | As of July 31, 2012 | | As of April 30, 2012 |
| (dollars in thousands) |
Credit Facility Financial Covenants (1) | | | | | | | | | |
Debt Service Coverage Ratio | 1.35x |
| | 1.84x |
| | 1.88x |
| | 1.88x |
| | 1.89x |
|
Cash Flow Coverage Ratio | 2.50x |
| | 3.62x |
| | 3.47x |
| | 3.38x |
| | 3.57x |
|
Total Development Ratio | <17% |
| | 8.61 | % | | 8.81 | % | | 10.89 | % | | 10.96 | % |
Minimum Consolidated Shareholders’ Equity, as defined | $ | 2,320,175 |
| | $ | 3,678,807 |
| | $ | 3,593,352 |
| | $ | 3,578,597 |
| | $ | 3,577,586 |
|
2003 Indenture Financial Covenants (2) | | | | | | | | | |
Ratio of Consolidated EBITDA to Interest | >1.30x |
| | 1.81x |
| | 1.75x |
| | 1.73x |
| | 1.76x |
|
Minimum Net Worth, as defined (3) | $ | 1,001,048 |
| | $ | 4,312,778 |
| | $ | 4,179,394 |
| | $ | 4,147,275 |
| | $ | 4,142,140 |
|
| |
(1) | Beginning February 1, 2013, the debt service coverage ratio requirement increased to 1.40x and the cash flow coverage ratio increased to 2.75x. All other financial covenant requirements remained the same. |
| |
(2) | 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, unless otherwise permitted by the 2003 Indenture. |
| |
(3) | Represents the minimum net worth requirement, as defined at January 31, 2013. 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. As of January 31, 2013, the amounts outstanding compared with 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 | $ | 299,565 |
| $ | 59,537 |
| $ | — |
| $ | 240,028 |
|
Variable | | | | |
Taxable | 62,725 |
| — |
| — |
| 62,725 |
|
Tax-Exempt | 53,500 |
| — |
| — |
| 53,500 |
|
Total outstanding on projects under construction and development (1) | $ | 415,790 |
| $ | 59,537 |
| $ | — |
| $ | 356,253 |
|
Commitment | | | | |
Fixed | $ | 486,267 |
| $ | 63,813 |
| $ | — |
| $ | 422,454 |
|
Variable | | | | |
Taxable | 119,256 |
| 3,515 |
| — |
| 115,741 |
|
Tax-Exempt | 100,460 |
| — |
| — |
| 100,460 |
|
Total commitment | $ | 705,983 |
| $ | 67,328 |
| $ | — |
| $ | 638,655 |
|
| |
(1) | Proceeds from outstanding debt of $124,497, 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 year ended January 31, 2013, 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 | $ | 339,730 |
| $ | 16,032 |
| $ | 135,071 |
| $ | 458,769 |
|
Construction and development projects (1) | 433,758 |
| 3,515 |
| — |
| 430,243 |
|
Loan extensions/additional fundings | 894,103 |
| 2,642 |
| 25,587 |
| 917,048 |
|
| $ | 1,667,591 |
| $ | 22,189 |
| $ | 160,658 |
| $ | 1,806,060 |
|
| |
(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 January 31, 2013
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ending January 31, 2014 | | Fiscal Year Ending January 31, 2015 |
| 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 | $ | 646,225 |
| $ | 60,794 |
| $ | 136,646 |
| $ | 722,077 |
| | $ | 296,354 |
| $ | 33,617 |
| $ | 244,319 |
| $ | 507,056 |
|
Weighted average rate | 6.18 | % | 9.70 | % | 6.25 | % | 5.89 | % | | 6.01 | % | 5.96 | % | 5.50 | % | 5.77 | % |
Variable: | | | | | | | | | |
Variable-rate debt | 160,412 |
| 1,122 |
| 47,592 |
| 206,882 |
| | 607,113 |
| 98 |
| 30,541 |
| 637,556 |
|
Weighted average rate | 4.31 | % | 3.01 | % | 3.20 | % | 4.06 | % | | 3.53 | % | 3.63 | % | 4.23 | % | 3.57 | % |
Tax-Exempt | 1 |
| — |
| 53,510 |
| 53,511 |
| | 90,810 |
| — |
| 1,565 |
| 92,375 |
|
Weighted average rate | 3.06 | % | — | % | 3.18 | % | 3.18 | % | | 2.71 | % | — | % | 1.47 | % | 2.69 | % |
Total variable-rate debt | 160,413 |
| 1,122 |
| 101,102 |
| 260,393 |
| | 697,923 |
| 98 |
| 32,106 |
| 729,931 |
|
Total Nonrecourse Debt | $ | 806,638 |
| $ | 61,916 |
| $ | 237,748 |
| $ | 982,470 |
| | $ | 994,277 |
| $ | 33,715 |
| $ | 276,425 |
| $ | 1,236,987 |
|
Weighted Average Rate | 5.81 | % | 9.58 | % | 4.95 | % | 5.36 | % | | 4.20 | % | 5.96 | % | 5.34 | % | 4.40 | % |
| | | | | | | | | |
| Fiscal Year Ending January 31, 2016 | | Fiscal Year Ending January 31, 2017 |
| 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 | $ | 350,543 |
| $ | 28,822 |
| $ | 117,364 |
| $ | 439,085 |
| | $ | 366,205 |
| $ | 6,322 |
| $ | 90,663 |
| $ | 450,546 |
|
Weighted average rate | 5.55 | % | 5.85 | % | 5.19 | % | 5.43 | % | | 5.71 | % | 5.97 | % | 6.44 | % | 5.85 | % |
Variable: | | | | | | | | | |
Variable-rate debt | 34,560 |
| 4,166 |
| 123,877 |
| 154,271 |
| | 179 |
| — |
| 12,316 |
| 12,495 |
|
Weighted average rate | 3.48 | % | 3.61 | % | 2.22 | % | 2.47 | % | | 3.21 | % | — | % | 2.16 | % | 2.17 | % |
Tax-Exempt | 45,010 |
| — |
| 53,034 |
| 98,044 |
| | 10 |
| — |
| — |
| 10 |
|
Weighted average rate | 2.12 | % | — | % | 2.34 | % | 2.24 | % | | 3.06 | % | — | % | — | % | 3.06 | % |
Total variable-rate debt | 79,570 |
| 4,166 |
| 176,911 |
| 252,315 |
| | 189 |
| — |
| 12,316 |
| 12,505 |
|
Total Nonrecourse Debt | $ | 430,113 |
| $ | 32,988 |
| $ | 294,275 |
| $ | 691,400 |
| | $ | 366,394 |
| $ | 6,322 |
| $ | 102,979 |
| $ | 463,051 |
|
Weighted Average Rate | 5.02 | % | 5.57 | % | 3.43 | % | 4.32 | % | | 5.71 | % | 5.97 | % | 5.93 | % | 5.75 | % |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of January 31, 2013
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ending January 31, 2018 | | 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 | $ | 555,014 |
| $ | 70,173 |
| $ | 404,877 |
| $ | 889,718 |
| | $ | 1,543,803 |
| $ | 277,907 |
| $ | 471,547 |
| $ | 1,737,443 |
|
Weighted average rate | 4.26 | % | 3.08 | % | 5.85 | % | 5.08 | % | | 5.53 | % | 7.71 | % | 5.05 | % | 5.05 | % |
Variable: | | | | | | | | | |
Variable-rate debt | 644,670 |
| — |
| 3,618 |
| 648,288 |
| | 63,996 |
| — |
| 141,028 |
| 205,024 |
|
Weighted average rate | 6.38 | % | — | % | 3.36 | % | 6.36 | % | | 5.90 | % | — | % | 3.67 | % | 4.36 | % |
Tax-Exempt | 10 |
| — |
| 24,856 |
| 24,866 |
| | 335,745 |
| 4,107 |
| 86,800 |
| 418,438 |
|
Weighted average rate | 3.06 | % | — | % | 1.38 | % | 1.38 | % | | 1.28 | % | 1.09 | % | 1.23 | % | 1.28 | % |
Total variable-rate debt | 644,680 |
| — |
| 28,474 |
| 673,154 |
| | 399,741 |
| 4,107 |
| 227,828 |
| 623,462 |
|
Total Nonrecourse Debt | $ | 1,199,694 |
| $ | 70,173 |
| $ | 433,351 |
| $ | 1,562,872 |
| | $ | 1,943,544 |
| $ | 282,014 |
| $ | 699,375 |
| $ | 2,360,905 |
|
Weighted Average Rate | 5.40 | % | 3.08 | % | 5.57 | % | 5.55 | % | | 4.81 | % | 7.61 | % | 4.30 | % | 4.32 | % |
| | | | | | | | | |
| Total | | |
| Full Consolidation | Less Noncontrolling Interest | Plus Unconsolidated Investments at Pro-Rata | Pro-Rata Consolidation | | | | | |
Fixed: | | | | | | | | | |
Fixed-rate debt | $ | 3,758,144 |
| $ | 477,635 |
| $ | 1,465,416 |
| $ | 4,745,925 |
| | | | | |
Weighted average rate | 5.51 | % | 7.02 | % | 5.56 | % | 5.37 | % | | | | | |
Variable: | | | | | | | | | |
Variable-rate debt | 1,510,930 |
| 5,386 |
| 358,972 |
| 1,864,516 |
| | | | | |
Weighted average rate | 4.93 | % | 3.49 | % | 3.10 | % | 4.58 | % | | | | | |
Tax-Exempt | 471,586 |
| 4,107 |
| 219,765 |
| 687,244 |
| | | | | |
Weighted average rate | 1.64 | % | 1.09 | % | 1.99 | % | 1.75 | % | | | | | |
Total variable-rate debt | 1,982,516 |
| 9,493 |
| 578,737 |
| 2,551,760 |
| | | | | |
Total Nonrecourse Debt | $ | 5,740,660 |
| $ | 487,128 |
| $ | 2,044,153 |
| $ | 7,297,685 |
| | | | | |
Weighted Average Rate | 5.04 | % | 6.93 | % | 4.74 | % | 4.83 | % | | | | | |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Forest City Rental Properties Corporation ("FCRPC") is a wholly-owned subsidiary of Forest City Enterprises, Inc. engaged in the ownership, development, management and acquisition of real estate projects, including regional malls, specialty/urban retail centers, office and life science buildings, hotels, mixed-use projects, as well as large land development projects, residential rental properties, development of for-sale condominium projects and also owns interests in entities that develop and manage military family housing.
Forest City Rental Properties Corporation and Subsidiaries
Consolidated Balance Sheet Information - January 31, 2013 (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 | $ | 8,620,297 |
| $ | 729,409 |
| $ | 2,624,693 |
| $ | 10,515,581 |
|
Projects under construction and development | 1,326,703 |
| 221,370 |
| 33,164 |
| 1,138,497 |
|
Land held for development and sale | 65,059 |
| 6,258 |
| — |
| 58,801 |
|
Total Real Estate | 10,012,059 |
| 957,037 |
| 2,657,857 |
| 11,712,879 |
|
Less accumulated depreciation | (1,645,689 | ) | (46,207 | ) | (593,490 | ) | (2,192,972 | ) |
Real Estate, net | 8,366,370 |
| 910,830 |
| 2,064,367 |
| 9,519,907 |
|
| | | | |
Cash and equivalents | 216,355 |
| 24,834 |
| 55,569 |
| 247,090 |
|
Restricted cash and escrowed funds | 409,898 |
| 46,549 |
| 82,200 |
| 445,549 |
|
Notes and accounts receivable, net | 397,151 |
| 26,657 |
| 29,666 |
| 400,160 |
|
Investments in and advances to unconsolidated entities | 455,546 |
| (173,006 | ) | (387,196 | ) | 241,356 |
|
Other assets | 552,233 |
| 40,560 |
| 74,785 |
| 586,458 |
|
Land held for divestiture | 626 |
| — |
| 7,001 |
| 7,627 |
|
Total Assets | $ | 10,398,179 |
| $ | 876,424 |
| $ | 1,926,392 |
| $ | 11,448,147 |
|
| | | | |
Liabilities and Shareholder's Equity | | | | |
Liabilities | | | | |
Mortgage debt and notes payable, nonrecourse | $ | 5,738,960 |
| $ | 487,128 |
| $ | 2,034,834 |
| $ | 7,286,666 |
|
Bank revolving credit facility | — |
| — |
| — |
| — |
|
Accounts payable, accrued expenses and other liabilities | 973,082 |
| 104,722 |
| 181,983 |
| 1,050,343 |
|
Accounts payable to Forest City Enterprises, Inc. | 524,520 |
| — |
| — |
| 524,520 |
|
Cash distributions and losses in excess of investments in unconsolidated entities | 292,727 |
| (29,646 | ) | (299,744 | ) | 22,629 |
|
Deferred income taxes | 532,835 |
| — |
| — |
| 532,835 |
|
Mortgage debt and notes payable, nonrecourse on land held for divestiture | 1,700 |
| — |
| 9,319 |
| 11,019 |
|
Total Liabilities | 8,063,824 |
| 562,204 |
| 1,926,392 |
| 9,428,012 |
|
| | | | |
Redeemable Noncontrolling Interest | 239,136 |
| 239,136 |
| — |
| — |
|
| | | |
|
Equity |
|
|
|
|
Shareholders’ Equity | | | |
|
Shareholders’ equity before accumulated other comprehensive loss | 1,931,958 |
| — |
| — |
| 1,931,958 |
|
Accumulated other comprehensive loss | (97,844 | ) | — |
| — |
| (97,844 | ) |
Total Shareholders’ Equity | 1,834,114 |
| — |
| — |
| 1,834,114 |
|
Noncontrolling interest | 261,105 |
| 75,084 |
| — |
| 186,021 |
|
Total Equity | 2,095,219 |
| 75,084 |
| — |
| 2,020,135 |
|
Total Liabilities and Equity | $ | 10,398,179 |
| $ | 876,424 |
| $ | 1,926,392 |
| $ | 11,448,147 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Forest City Rental Properties Corporation and Subsidiaries
Consolidated Earnings Information – Year Ended January 31, 2013 (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 | $ | 1,131,065 |
| $ | 73,536 |
| $ | 395,686 |
| $ | 26,474 |
| $ | 1,479,689 |
|
Expenses | | | | | |
Operating expenses | 667,463 |
| 51,445 |
| 178,410 |
| 12,149 |
| 806,577 |
|
Depreciation and amortization | 227,675 |
| 8,852 |
| 77,834 |
| 6,159 |
| 302,816 |
|
Impairment of real estate | 30,660 |
| — |
| 390 |
| 4,254 |
| 35,304 |
|
Net loss on land held for divestiture activity | 5,523 |
| — |
| 31,765 |
| — |
| 37,288 |
|
| 931,321 |
| 60,297 |
| 288,399 |
| 22,562 |
| 1,181,985 |
|
Interest expense | (264,665 | ) | (16,221 | ) | (102,655 | ) | (7,251 | ) | (358,350 | ) |
Amortization of mortgage procurement costs | (12,028 | ) | (526 | ) | (3,163 | ) | (243 | ) | (14,908 | ) |
Gain (loss) on extinguishment of debt | 7,885 |
| (603 | ) | (495 | ) | (464 | ) | 7,529 |
|
Interest and other income | 44,955 |
| 694 |
| 2,437 |
| 20 |
| 46,718 |
|
Net gain on disposition of full or partial interests in rental properties | — |
| — |
| 51,066 |
| 99,935 |
| 151,001 |
|
Earnings (loss) before income taxes | (24,109 | ) | (3,417 | ) | 54,477 |
| 95,909 |
| 129,694 |
|
Income tax expense (benefit) | | | | | |
Current | 3,676 |
| — |
| — |
| 61,950 |
| 65,626 |
|
Deferred | 7,399 |
| — |
| — |
| (18,118 | ) | (10,719 | ) |
| 11,075 |
| — |
| — |
| 43,832 |
| 54,907 |
|
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 85,891 |
| 347 |
| (86,242 | ) | — |
| (698 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (31,765 | ) | — |
| 31,765 |
| — |
| — |
|
| 54,126 |
| 347 |
| (54,477 | ) | — |
| (698 | ) |
Earnings (loss) from continuing operations | 25,708 |
| (368 | ) | — |
| 52,077 |
| 78,153 |
|
Discontinued operations, net of tax: | | | | | |
Operating earnings from rental properties | 527 |
| 387 |
| — |
| (140 | ) | — |
|
Impairment of real estate | (2,604 | ) | — |
| — |
| 2,604 |
| — |
|
Gain on disposition of rental properties | 55,506 |
| 965 |
| — |
| (54,541 | ) | — |
|
| 53,429 |
| 1,352 |
| — |
| (52,077 | ) | — |
|
Net earnings | 79,137 |
| 984 |
| — |
| — |
| 78,153 |
|
Noncontrolling interests | | | | | |
Loss from continuing operations attributable to noncontrolling interests | 368 |
| 368 |
| — |
| — |
| — |
|
Earnings from discontinued operations attributable to noncontrolling interests | (1,352 | ) | (1,352 | ) | — |
| — |
| — |
|
| (984 | ) | (984 | ) | — |
| — |
| — |
|
Net earnings attributable to Forest City Enterprises, Inc. | $ | 78,153 |
| $ | — |
| $ | — |
| $ | — |
| $ | 78,153 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended January 31, 2013 and 2012 (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 | $ | 185,067 |
| $ | 6,804 |
| $ | 58,399 |
| $ | 1,989 |
| $ | 238,651 |
| | | $ | 177,818 |
| $ | 7,377 |
| $ | 59,849 |
| $ | 9,448 |
| $ | 239,738 |
|
Exclude straight-line rent adjustment | (4,501 | ) | — |
| — |
| 52 |
| (4,449 | ) | | | (5,380 | ) | — |
| — |
| (8 | ) | (5,388 | ) |
Adjusted revenues | 180,566 |
| 6,804 |
| 58,399 |
| 2,041 |
| 234,202 |
| | | 172,438 |
| 7,377 |
| 59,849 |
| 9,440 |
| 234,350 |
|
Add interest and other income | 2,291 |
| 60 |
| 49 |
| 2 |
| 2,282 |
| | | 2,686 |
| 117 |
| 47 |
| 4 |
| 2,620 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 5,413 |
| — |
| (5,413 | ) | — |
| — |
| | | 5,131 |
| — |
| (5,131 | ) | — |
| — |
|
Net (gain) loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | 1,095 |
| — |
| (1,095 | ) | — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 11,387 |
| — |
| (11,387 | ) | — |
| — |
| | | 11,568 |
| — |
| (11,568 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 15,696 |
| — |
| (15,696 | ) | — |
| — |
| | | 16,652 |
| — |
| (16,652 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | (818 | ) | — |
| 818 |
| — |
| — |
| | | 1 |
| — |
| (1 | ) | — |
| — |
|
Adjusted total income | 214,535 |
| 6,864 |
| 26,770 |
| 2,043 |
| 236,484 |
| | | 209,571 |
| 7,494 |
| 25,449 |
| 9,444 |
| 236,970 |
|
Operating expenses | 114,561 |
| 2,736 |
| 26,770 |
| 913 |
| 139,508 |
| | | 94,423 |
| 3,266 |
| 25,449 |
| 5,383 |
| 121,989 |
|
Non-Real Estate depreciation and amortization | 266 |
| — |
| — |
| — |
| 266 |
| | | 271 |
| — |
| — |
| — |
| 271 |
|
Exclude straight-line rent adjustment | (737 | ) | — |
| — |
| — |
| (737 | ) | | | (1,092 | ) | — |
| — |
| (3 | ) | (1,095 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | 24 |
| — |
| — |
| — |
| 24 |
|
Adjusted operating expenses | 114,090 |
| 2,736 |
| 26,770 |
| 913 |
| 139,037 |
| | | 93,626 |
| 3,266 |
| 25,449 |
| 5,380 |
| 121,189 |
|
Net operating income | 100,445 |
| 4,128 |
| — |
| 1,130 |
| 97,447 |
| | | 115,945 |
| 4,228 |
| — |
| 4,064 |
| 115,781 |
|
Interest expense | (54,108 | ) | (2,230 | ) | (15,696 | ) | (576 | ) | (68,150 | ) | | | (43,497 | ) | (2,293 | ) | (16,652 | ) | (2,285 | ) | (60,141 | ) |
Interest expense of unconsolidated entities | (15,696 | ) | — |
| 15,696 |
| — |
| — |
| | | (16,652 | ) | — |
| 16,652 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | 289 |
| — |
| 818 |
| — |
| 1,107 |
| | | 900 |
| 134 |
| (1 | ) | — |
| 765 |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | 818 |
| — |
| (818 | ) | — |
| — |
| | | (1 | ) | — |
| 1 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | 24 |
| — |
| — |
| — |
| 24 |
|
Amortization of mortgage procurement costs - Real Estate Groups | (2,725 | ) | — |
| — |
| (3 | ) | (2,728 | ) | | | (2,512 | ) | — |
| — |
| (189 | ) | (2,701 | ) |
Straight-line rent adjustment | 3,764 |
| — |
| — |
| (52 | ) | 3,712 |
| | | 4,288 |
| — |
| — |
| 5 |
| 4,293 |
|
Noncontrolling interest in FFO | (1,898 | ) | (1,898 | ) | — |
| — |
| — |
| | | (2,069 | ) | (2,069 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 499 |
| — |
| — |
| (499 | ) | — |
| | | 1,595 |
| — |
| — |
| (1,595 | ) | — |
|
Pre-Tax FFO | 31,388 |
| — |
| — |
| — |
| 31,388 |
| | | 58,021 |
| — |
| — |
| — |
| 58,021 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 31,388 |
| $ | — |
| $ | — |
| $ | — |
| $ | 31,388 |
| | | $ | 58,021 |
| $ | — |
| $ | — |
| $ | — |
| $ | 58,021 |
|
Depreciation and amortization - Real Estate Groups | (55,352 | ) | — |
| — |
| (257 | ) | (55,609 | ) | | | (48,682 | ) | — |
| — |
| (2,029 | ) | (50,711 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| — |
| 26,877 |
| 26,877 |
| | | — |
| — |
| — |
| 11,859 |
| 11,859 |
|
Gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| (1,095 | ) | — |
| (1,095 | ) |
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | (1,095 | ) | — |
| 1,095 |
| — |
| — |
|
Non-FFO from discontinued operations | 26,620 |
| — |
| — |
| (26,620 | ) | — |
| | | 9,830 |
| — |
| — |
| (9,830 | ) | — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 2,656 |
| $ | — |
| $ | — |
| $ | — |
| $ | 2,656 |
| | | $ | 18,074 |
| $ | — |
| $ | — |
| $ | — |
| $ | 18,074 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended January 31, 2013 and 2012 (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 | $ | 71,644 |
| $ | 6,789 |
| $ | 44,515 |
| $ | 882 |
| $ | 110,252 |
| | | $ | 73,195 |
| $ | 8,145 |
| $ | 41,654 |
| $ | 2,400 |
| $ | 109,104 |
|
Exclude straight-line rent adjustment | 88 |
| — |
| — |
| — |
| 88 |
| | | 100 |
| — |
| — |
| — |
| 100 |
|
Adjusted revenues | 71,732 |
| 6,789 |
| 44,515 |
| 882 |
| 110,340 |
| | | 73,295 |
| 8,145 |
| 41,654 |
| 2,400 |
| 109,204 |
|
Add interest and other income | 6,192 |
| (1,024 | ) | 204 |
| — |
| 7,420 |
| | | 4,454 |
| 115 |
| 295 |
| — |
| 4,634 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 38,922 |
| 87 |
| (38,101 | ) | — |
| 734 |
| | | 1,820 |
| (413 | ) | (1,918 | ) | — |
| 315 |
|
Net (gain) loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (34,959 | ) | — |
| 34,959 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 9,176 |
| — |
| (9,176 | ) | — |
| — |
| | | 9,357 |
| — |
| (9,357 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 10,655 |
| — |
| (10,655 | ) | — |
| — |
| | | 9,774 |
| — |
| (9,774 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | (115 | ) | — |
| 115 |
| — |
| — |
|
Adjusted total income | 101,718 |
| 5,852 |
| 21,746 |
| 882 |
| 118,494 |
| | | 98,585 |
| 7,847 |
| 21,015 |
| 2,400 |
| 114,153 |
|
Operating expenses | 53,243 |
| 5,191 |
| 21,746 |
| 721 |
| 70,519 |
| | | 54,455 |
| 7,006 |
| 21,015 |
| 977 |
| 69,441 |
|
Non-Real Estate depreciation and amortization | 160 |
| — |
| — |
| — |
| 160 |
| | | 153 |
| — |
| — |
| — |
| 153 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 53,403 |
| 5,191 |
| 21,746 |
| 721 |
| 70,679 |
| | | 54,608 |
| 7,006 |
| 21,015 |
| 977 |
| 69,594 |
|
Net operating income | 48,315 |
| 661 |
| — |
| 161 |
| 47,815 |
| | | 43,977 |
| 841 |
| — |
| 1,423 |
| 44,559 |
|
Interest expense | (5,112 | ) | (281 | ) | (10,655 | ) | (257 | ) | (15,743 | ) | | | (6,068 | ) | (332 | ) | (9,774 | ) | (609 | ) | (16,119 | ) |
Interest expense of unconsolidated entities | (10,655 | ) | — |
| 10,655 |
| — |
| — |
| | | (9,774 | ) | — |
| 9,774 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | (481 | ) | — |
| — |
| (272 | ) | (753 | ) | | | (644 | ) | — |
| 115 |
| — |
| (529 | ) |
Gain (loss) on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | 115 |
| — |
| (115 | ) | — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (791 | ) | — |
| — |
| (4 | ) | (795 | ) | | | (771 | ) | — |
| — |
| (14 | ) | (785 | ) |
Straight-line rent adjustment | (88 | ) | — |
| — |
| — |
| (88 | ) | | | (100 | ) | — |
| — |
| — |
| (100 | ) |
Noncontrolling interest in FFO | (380 | ) | (380 | ) | — |
| — |
| — |
| | | (509 | ) | (509 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | (372 | ) | — |
| — |
| 372 |
| — |
| | | 800 |
| — |
| — |
| (800 | ) | — |
|
Pre-Tax FFO | 30,436 |
| — |
| — |
| — |
| 30,436 |
| | | 27,026 |
| — |
| — |
| — |
| 27,026 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 30,436 |
| $ | — |
| $ | — |
| $ | — |
| $ | 30,436 |
| | | $ | 27,026 |
| $ | — |
| $ | — |
| $ | — |
| $ | 27,026 |
|
Depreciation and amortization - Real Estate Groups | (25,079 | ) | — |
| — |
| (191 | ) | (25,270 | ) | | | (21,073 | ) | — |
| — |
| (803 | ) | (21,876 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 34,959 |
| 45,845 |
| 80,804 |
| | | 2,255 |
| — |
| — |
| — |
| 2,255 |
|
Gain on disposition of unconsolidated entities | 34,959 |
| — |
| (34,959 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | 45,654 |
| — |
| — |
| (45,654 | ) | — |
| | | (803 | ) | — |
| — |
| 803 |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 85,970 |
| $ | — |
| $ | — |
| $ | — |
| $ | 85,970 |
| | | $ | 7,405 |
| $ | — |
| $ | — |
| $ | — |
| $ | 7,405 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended January 31, 2013 and 2012 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Arena 2012 | | | Arena 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 | $ | 30,987 |
| $ | 13,920 |
| $ | — |
| $ | — |
| $ | 17,067 |
| | | $ | 413 |
| $ | 273 |
| $ | — |
| $ | — |
| $ | 140 |
|
Exclude straight-line rent adjustment | 182 |
| — |
| — |
| — |
| 182 |
| | | (20 | ) | — |
| — |
| — |
| (20 | ) |
Adjusted revenues | 31,169 |
| 13,920 |
| — |
| — |
| 17,249 |
| | | 393 |
| 273 |
| — |
| — |
| 120 |
|
Add interest and other income | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net (gain) loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on dispostion of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 31,169 |
| 13,920 |
| — |
| — |
| 17,249 |
| | | 393 |
| 273 |
| — |
| — |
| 120 |
|
Operating expenses | 22,898 |
| 10,136 |
| — |
| — |
| 12,762 |
| | | 4,484 |
| 1,988 |
| — |
| — |
| 2,496 |
|
Non-Real Estate depreciation and amortization | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 22,898 |
| 10,136 |
| — |
| — |
| 12,762 |
| | | 4,484 |
| 1,988 |
| — |
| — |
| 2,496 |
|
Net operating income | 8,271 |
| 3,784 |
| — |
| — |
| 4,487 |
| | | (4,091 | ) | (1,715 | ) | — |
| — |
| (2,376 | ) |
Interest expense | (8,964 | ) | (4,566 | ) | — |
| — |
| (4,398 | ) | | | 3,881 |
| — |
| — |
| — |
| 3,881 |
|
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (81 | ) | — |
| — |
| — |
| (81 | ) | | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | (182 | ) | — |
| — |
| — |
| (182 | ) | | | 20 |
| — |
| — |
| — |
| 20 |
|
Noncontrolling interest in FFO | 782 |
| 782 |
| — |
| — |
| — |
| | | 1,715 |
| 1,715 |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (174 | ) | — |
| — |
| — |
| (174 | ) | | | 1,525 |
| — |
| — |
| — |
| 1,525 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | (174 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (174 | ) | | | $ | 1,525 |
| $ | — |
| $ | — |
| $ | — |
| $ | 1,525 |
|
Depreciation and amortization - Real Estate Groups | (3,816 | ) | — |
| — |
| — |
| (3,816 | ) | | | — |
| — |
| — |
| — |
| — |
|
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 depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (3,990 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (3,990 | ) | | | $ | 1,525 |
| $ | — |
| $ | — |
| $ | — |
| $ | 1,525 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended January 31, 2013 and 2012 (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 | $ | 18,240 |
| $ | 1,779 |
| $ | 46 |
| $ | — |
| $ | 16,507 |
| | | $ | 20,348 |
| $ | 1,772 |
| $ | 4,810 |
| $ | — |
| $ | 23,386 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | 18,240 |
| 1,779 |
| 46 |
| — |
| 16,507 |
| | | 20,348 |
| 1,772 |
| 4,810 |
| — |
| 23,386 |
|
Add interest and other income | 2,642 |
| 256 |
| (1 | ) | — |
| 2,385 |
| | | 2,813 |
| 226 |
| — |
| — |
| 2,587 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 194 |
| — |
| (147 | ) | — |
| 47 |
| | | (38,508 | ) | — |
| 38,518 |
| — |
| 10 |
|
Net (gain) loss on land held for divestiture activity of unconsolidated entities | (1,393 | ) | — |
| 1,393 |
| — |
| — |
| | | 39,802 |
| — |
| (39,802 | ) | — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 19 |
| — |
| (19 | ) | — |
| — |
| | | 64 |
| — |
| (64 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 142 |
| — |
| (142 | ) | — |
| — |
| | | 31 |
| — |
| (31 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 19,844 |
| 2,035 |
| 1,130 |
| — |
| 18,939 |
| | | 24,550 |
| 1,998 |
| 3,431 |
| — |
| 25,983 |
|
Operating expenses | 12,865 |
| 1,062 |
| 1,130 |
| — |
| 12,933 |
| | | 18,457 |
| 1,291 |
| 3,431 |
| — |
| 20,597 |
|
Non-Real Estate depreciation and amortization | 63 |
| — |
| — |
| — |
| 63 |
| | | 22 |
| — |
| — |
| — |
| 22 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 12,928 |
| 1,062 |
| 1,130 |
| — |
| 12,996 |
| | | 18,479 |
| 1,291 |
| 3,431 |
| — |
| 20,619 |
|
Net operating income | 6,916 |
| 973 |
| — |
| — |
| 5,943 |
| | | 6,071 |
| 707 |
| — |
| — |
| 5,364 |
|
Interest expense | 280 |
| — |
| (142 | ) | — |
| 138 |
| | | (978 | ) | (163 | ) | (31 | ) | — |
| (846 | ) |
Interest expense of unconsolidated entities | (142 | ) | — |
| 142 |
| — |
| — |
| | | (31 | ) | — |
| 31 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | 12,131 |
| (4,588 | ) | 1,393 |
| — |
| 18,112 |
| | | (113,804 | ) | (243 | ) | (39,802 | ) | — |
| (153,363 | ) |
Net gain (loss) on land held for divestiture activity of unconsolidated entities | 1,393 |
| — |
| (1,393 | ) | — |
| — |
| | | (39,802 | ) | — |
| 39,802 |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (48 | ) | — |
| — |
| — |
| (48 | ) | | | (85 | ) | — |
| — |
| — |
| (85 | ) |
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | 3,615 |
| 3,615 |
| — |
| — |
| — |
| | | (301 | ) | (301 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | 24,145 |
| — |
| — |
| — |
| 24,145 |
| | | (148,930 | ) | — |
| — |
| — |
| (148,930 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 24,145 |
| $ | — |
| $ | — |
| $ | — |
| $ | 24,145 |
| | | $ | (148,930 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (148,930 | ) |
Depreciation and amortization - Real Estate Groups | (306 | ) | — |
| — |
| — |
| (306 | ) | | | (55 | ) | — |
| — |
| — |
| (55 | ) |
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 depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 23,839 |
| $ | — |
| $ | — |
| $ | — |
| $ | 23,839 |
| | | $ | (148,985 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (148,985 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended January 31, 2013 and 2012 (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 | 18,035 |
| — |
| — |
| — |
| 18,035 |
| | | (11,845 | ) | — |
| — |
| — |
| (11,845 | ) |
Net (gain) 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 (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 18,035 |
| — |
| — |
| — |
| 18,035 |
| | | (11,845 | ) | — |
| — |
| — |
| (11,845 | ) |
Operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-Real Estate depreciation and amortization | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net operating income | 18,035 |
| — |
| — |
| — |
| 18,035 |
| | | (11,845 | ) | — |
| — |
| — |
| (11,845 | ) |
Interest expense | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | 18,035 |
| — |
| — |
| — |
| 18,035 |
| | | (11,845 | ) | — |
| — |
| — |
| (11,845 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 18,035 |
| $ | — |
| $ | — |
| $ | — |
| $ | 18,035 |
| | | $ | (11,845 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (11,845 | ) |
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 depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 18,035 |
| $ | — |
| $ | — |
| $ | — |
| $ | 18,035 |
| | | $ | (11,845 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (11,845 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended January 31, 2013 and 2012 (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 |
| | | 43 |
| — |
| — |
| — |
| 43 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net (gain) loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on diposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 32 |
| — |
| — |
| — |
| 32 |
| | | 43 |
| — |
| — |
| — |
| 43 |
|
Operating expenses | 11,943 |
| — |
| — |
| — |
| 11,943 |
| | | 16,027 |
| — |
| — |
| — |
| 16,027 |
|
Non-Real Estate depreciation and amortization | 643 |
| — |
| — |
| — |
| 643 |
| | | 401 |
| — |
| — |
| — |
| 401 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 12,586 |
| — |
| — |
| — |
| 12,586 |
| | | 16,428 |
| — |
| — |
| — |
| 16,428 |
|
Net operating income | (12,554 | ) | — |
| — |
| — |
| (12,554 | ) | | | (16,385 | ) | — |
| — |
| — |
| (16,385 | ) |
Interest expense | (16,690 | ) | — |
| — |
| — |
| (16,690 | ) | | | (14,643 | ) | — |
| — |
| — |
| (14,643 | ) |
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (29,244 | ) | — |
| — |
| — |
| (29,244 | ) | | | (31,028 | ) | — |
| — |
| — |
| (31,028 | ) |
Income tax benefit (expense) on FFO | 2,963 |
| — |
| — |
| — |
| 2,963 |
| | | 64,517 |
| — |
| — |
| — |
| 64,517 |
|
Funds From Operations (FFO) | $ | (26,281 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (26,281 | ) | | | $ | 33,489 |
| $ | — |
| $ | — |
| $ | — |
| $ | 33,489 |
|
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 depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (41,761 | ) | — |
| — |
| — |
| (41,761 | ) | | | (5,473 | ) | — |
| — |
| — |
| (5,473 | ) |
Impairment of depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | 424 |
| — |
| — |
| — |
| 424 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (68,042 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (68,042 | ) | | | $ | 28,440 |
| $ | — |
| $ | — |
| $ | — |
| $ | 28,440 |
|
Preferred dividends and inducements of preferred stock conversion | (6,698 | ) | — |
| — |
| — |
| (6,698 | ) | | | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (74,740 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (74,740 | ) | | | $ | 24,590 |
| $ | — |
| $ | — |
| $ | — |
| $ | 24,590 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Three Months Ended January 31, 2013 and 2012 (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 | $ | 305,938 |
| $ | 29,292 |
| $ | 102,960 |
| $ | 2,871 |
| $ | 382,477 |
| | | $ | 271,774 |
| $ | 17,567 |
| $ | 106,313 |
| $ | 11,848 |
| $ | 372,368 |
|
Exclude straight-line rent adjustment | (4,231 | ) | — |
| — |
| 52 |
| (4,179 | ) | | | (5,300 | ) | — |
| — |
| (8 | ) | (5,308 | ) |
Adjusted revenues | 301,707 |
| 29,292 |
| 102,960 |
| 2,923 |
| 378,298 |
| | | 266,474 |
| 17,567 |
| 106,313 |
| 11,840 |
| 367,060 |
|
Add interest and other income | 11,157 |
| (708 | ) | 252 |
| 2 |
| 12,119 |
| | | 9,996 |
| 458 |
| 342 |
| 4 |
| 9,884 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 62,564 |
| 87 |
| (43,661 | ) | — |
| 18,816 |
| | | (43,402 | ) | (413 | ) | 31,469 |
| — |
| (11,520 | ) |
Net (gain) loss on land held for divestiture activity of unconsolidated entities | (1,393 | ) | — |
| 1,393 |
| — |
| — |
| | | 39,802 |
| — |
| (39,802 | ) | — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (34,959 | ) | — |
| 34,959 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | 1,095 |
| — |
| (1,095 | ) | — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 20,582 |
| — |
| (20,582 | ) | — |
| — |
| | | 20,989 |
| — |
| (20,989 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 26,493 |
| — |
| (26,493 | ) | — |
| — |
| | | 26,457 |
| — |
| (26,457 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | (818 | ) | — |
| 818 |
| — |
| — |
| | | (114 | ) | — |
| 114 |
| — |
| — |
|
Adjusted total income | 385,333 |
| 28,671 |
| 49,646 |
| 2,925 |
| 409,233 |
| | | 321,297 |
| 17,612 |
| 49,895 |
| 11,844 |
| 365,424 |
|
Operating expenses | 215,510 |
| 19,125 |
| 49,646 |
| 1,634 |
| 247,665 |
| | | 187,846 |
| 13,551 |
| 49,895 |
| 6,360 |
| 230,550 |
|
Non-Real Estate depreciation and amortization | 1,132 |
| — |
| — |
| — |
| 1,132 |
| | | 847 |
| — |
| — |
| — |
| 847 |
|
Exclude straight-line rent adjustment | (737 | ) | — |
| — |
| — |
| (737 | ) | | | (1,092 | ) | — |
| — |
| (3 | ) | (1,095 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | 24 |
| — |
| — |
| — |
| 24 |
|
Adjusted operating expenses | 215,905 |
| 19,125 |
| 49,646 |
| 1,634 |
| 248,060 |
| | | 187,625 |
| 13,551 |
| 49,895 |
| 6,357 |
| 230,326 |
|
Net operating income | 169,428 |
| 9,546 |
| — |
| 1,291 |
| 161,173 |
| | | 133,672 |
| 4,061 |
| — |
| 5,487 |
| 135,098 |
|
Interest expense | (84,594 | ) | (7,077 | ) | (26,493 | ) | (833 | ) | (104,843 | ) | | | (61,305 | ) | (2,788 | ) | (26,457 | ) | (2,894 | ) | (87,868 | ) |
Interest expense of unconsolidated entities | (26,493 | ) | — |
| 26,493 |
| — |
| — |
| | | (26,457 | ) | — |
| 26,457 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | (192 | ) | — |
| 818 |
| (272 | ) | 354 |
| | | 256 |
| 134 |
| 114 |
| — |
| 236 |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | 818 |
| — |
| (818 | ) | — |
| — |
| | | 114 |
| — |
| (114 | ) | — |
| — |
|
Net gain (loss) on land held for divestiture activity | 12,131 |
| (4,588 | ) | 1,393 |
| — |
| 18,112 |
| | | (113,804 | ) | (243 | ) | (39,802 | ) | — |
| (153,363 | ) |
Net gain (loss) on land held for divestiture activity of unconsolidated entities | 1,393 |
| — |
| (1,393 | ) | — |
| — |
| | | (39,802 | ) | — |
| 39,802 |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | 24 |
| — |
| — |
| — |
| 24 |
|
Amortization of mortgage procurement costs - Real Estate Groups | (3,645 | ) | — |
| — |
| (7 | ) | (3,652 | ) | | | (3,368 | ) | — |
| — |
| (203 | ) | (3,571 | ) |
Straight-line rent adjustment | 3,494 |
| — |
| — |
| (52 | ) | 3,442 |
| | | 4,208 |
| — |
| — |
| 5 |
| 4,213 |
|
Noncontrolling interest in FFO | 2,119 |
| 2,119 |
| — |
| — |
| — |
| | | (1,164 | ) | (1,164 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 127 |
| — |
| — |
| (127 | ) | — |
| | | 2,395 |
| — |
| — |
| (2,395 | ) | — |
|
Pre-Tax FFO | 74,586 |
| — |
| — |
| — |
| 74,586 |
| | | (105,231 | ) | — |
| — |
| — |
| (105,231 | ) |
Income tax benefit (expense) on FFO | 2,963 |
| — |
| — |
| — |
| 2,963 |
| | | 64,517 |
| — |
| — |
| — |
| 64,517 |
|
Funds From Operations (FFO) | $ | 77,549 |
| $ | — |
| $ | — |
| $ | — |
| $ | 77,549 |
| | | $ | (40,714 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (40,714 | ) |
Depreciation and amortization - Real Estate Groups | (84,553 | ) | — |
| — |
| (448 | ) | (85,001 | ) | | | (69,810 | ) | — |
| — |
| (2,832 | ) | (72,642 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 34,959 |
| 72,722 |
| 107,681 |
| | | 2,255 |
| — |
| — |
| 11,859 |
| 14,114 |
|
Gain on disposition of unconsolidated entities | 34,959 |
| — |
| (34,959 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| (1,095 | ) | — |
| (1,095 | ) |
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | (1,095 | ) | — |
| 1,095 |
| — |
| — |
|
Non-FFO from discontinued operations | 72,274 |
| — |
| — |
| (72,274 | ) | — |
| | | 9,027 |
| — |
| — |
| (9,027 | ) | — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (41,761 | ) | — |
| — |
| — |
| (41,761 | ) | | | (5,473 | ) | — |
| — |
| — |
| (5,473 | ) |
Impairment of depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | 424 |
| — |
| — |
| — |
| 424 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 58,468 |
| $ | — |
| $ | — |
| $ | — |
| $ | 58,468 |
| | | $ | (105,386 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (105,386 | ) |
Preferred dividends and inducements of preferred stock conversion | (6,698 | ) | — |
| — |
| — |
| (6,698 | ) | | | (3,850 | ) | — |
| — |
| — |
| (3,850 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | 51,770 |
| $ | — |
| $ | — |
| $ | — |
| $ | 51,770 |
| | | $ | (109,236 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (109,236 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Years Ended January 31, 2013 and 2012 (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 | $ | 762,063 |
| $ | 27,182 |
| $ | 233,165 |
| $ | 18,863 |
| $ | 986,909 |
| | | $ | 759,928 |
| $ | 32,668 |
| $ | 218,438 |
| $ | 51,283 |
| $ | 996,981 |
|
Exclude straight-line rent adjustment | (17,868 | ) | — |
| — |
| (135 | ) | (18,003 | ) | | | (10,675 | ) | — |
| — |
| (892 | ) | (11,567 | ) |
Adjusted revenues | 744,195 |
| 27,182 |
| 233,165 |
| 18,728 |
| 968,906 |
| | | 749,253 |
| 32,668 |
| 218,438 |
| 50,391 |
| 985,414 |
|
Add interest and other income | 14,730 |
| 371 |
| (203 | ) | 19 |
| 14,175 |
| | | 20,917 |
| (245 | ) | 162 |
| 22 |
| 21,346 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 42,579 |
| — |
| (42,579 | ) | — |
| — |
| | | (20,397 | ) | — |
| 20,397 |
| — |
| — |
|
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 | — |
| — |
| — |
| — |
| — |
| | | 40,284 |
| — |
| (40,284 | ) | — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 43,830 |
| — |
| (43,830 | ) | — |
| — |
| | | 41,071 |
| — |
| (41,071 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 64,907 |
| — |
| (64,907 | ) | — |
| — |
| | | 64,130 |
| — |
| (64,130 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | (818 | ) | — |
| 818 |
| — |
| — |
| | | 71 |
| — |
| (71 | ) | — |
| — |
|
Adjusted total income | 893,316 |
| 27,553 |
| 98,571 |
| 18,747 |
| 983,081 |
| | | 895,329 |
| 32,423 |
| 93,441 |
| 50,413 |
| 1,006,760 |
|
Operating expenses | 393,698 |
| 11,569 |
| 98,571 |
| 8,640 |
| 489,340 |
| | | 367,402 |
| 15,046 |
| 93,441 |
| 28,381 |
| 474,178 |
|
Non-Real Estate depreciation and amortization | 946 |
| — |
| — |
| — |
| 946 |
| | | 1,011 |
| — |
| — |
| — |
| 1,011 |
|
Exclude straight-line rent adjustment | (2,544 | ) | — |
| — |
| — |
| (2,544 | ) | | | (4,550 | ) | — |
| — |
| (10 | ) | (4,560 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,732 | ) | — |
| — |
| — |
| (1,732 | ) |
Adjusted operating expenses | 392,100 |
| 11,569 |
| 98,571 |
| 8,640 |
| 487,742 |
| | | 362,131 |
| 15,046 |
| 93,441 |
| 28,371 |
| 468,897 |
|
Net operating income | 501,216 |
| 15,984 |
| — |
| 10,107 |
| 495,339 |
| | | 533,198 |
| 17,377 |
| — |
| 22,042 |
| 537,863 |
|
Interest expense | (185,175 | ) | (8,915 | ) | (64,907 | ) | (5,374 | ) | (246,541 | ) | | | (174,364 | ) | (9,450 | ) | (64,130 | ) | (10,629 | ) | (239,673 | ) |
Interest expense of unconsolidated entities | (64,907 | ) | — |
| 64,907 |
| — |
| — |
| | | (64,130 | ) | — |
| 64,130 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | 8,995 |
| (188 | ) | 818 |
| — |
| 10,001 |
| | | 21,034 |
| 1,641 |
| (71 | ) | — |
| 19,322 |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | 818 |
| — |
| (818 | ) | — |
| — |
| | | (71 | ) | — |
| 71 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,732 | ) | — |
| — |
| — |
| (1,732 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | (11,466 | ) | — |
| — |
| (200 | ) | (11,666 | ) | | | (10,085 | ) | — |
| — |
| (790 | ) | (10,875 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | 15,324 |
| — |
| — |
| 135 |
| 15,459 |
| | | 6,125 |
| — |
| — |
| 882 |
| 7,007 |
|
Noncontrolling interest in FFO | (9,583 | ) | (9,583 | ) | — |
| — |
| — |
| | | (9,568 | ) | (9,568 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 4,668 |
| — |
| — |
| (4,668 | ) | — |
| | | 11,505 |
| — |
| — |
| (11,505 | ) | — |
|
Pre-Tax FFO | 266,656 |
| — |
| — |
| — |
| 266,656 |
| | | 311,912 |
| — |
| — |
| — |
| 311,912 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 266,656 |
| $ | — |
| $ | — |
| $ | — |
| $ | 266,656 |
| | | $ | 311,912 |
| $ | — |
| $ | — |
| $ | — |
| $ | 311,912 |
|
Depreciation and amortization - Real Estate Groups | (202,511 | ) | — |
| — |
| (3,961 | ) | (206,472 | ) | | | (190,427 | ) | — |
| — |
| (10,790 | ) | (201,217 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 16,107 |
| 40,645 |
| 56,752 |
| | | 15,410 |
| — |
| — |
| 51,796 |
| 67,206 |
|
Gain on disposition of unconsolidated entities | 16,107 |
| — |
| (16,107 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of consolidated and unconsolidated depreciable real estate | (30,660 | ) | — |
| — |
| (4,254 | ) | (34,914 | ) | | | — |
| — |
| (40,284 | ) | (13,692 | ) | (53,976 | ) |
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | (40,284 | ) | — |
| 40,284 |
| — |
| — |
|
Non-FFO from discontinued operations | 32,430 |
| — |
| — |
| (32,430 | ) | — |
| | | 27,314 |
| — |
| — |
| (27,314 | ) | — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 82,022 |
| $ | — |
| $ | — |
| $ | — |
| $ | 82,022 |
| | | $ | 123,925 |
| $ | — |
| $ | — |
| $ | — |
| $ | 123,925 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Years Ended January 31, 2013 and 2012 (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 | $ | 269,637 |
| $ | 19,567 |
| $ | 161,939 |
| $ | 7,611 |
| $ | 419,620 |
| | | $ | 245,701 |
| $ | 18,124 |
| $ | 153,417 |
| $ | 9,426 |
| $ | 390,420 |
|
Exclude straight-line rent adjustment | 438 |
| — |
| — |
| — |
| 438 |
| | | (192 | ) | — |
| — |
| — |
| (192 | ) |
Adjusted revenues | 270,075 |
| 19,567 |
| 161,939 |
| 7,611 |
| 420,058 |
| | | 245,509 |
| 18,124 |
| 153,417 |
| 9,426 |
| 390,228 |
|
Add interest and other income | 21,155 |
| (583 | ) | 2,641 |
| 1 |
| 24,380 |
| | | 19,816 |
| 556 |
| 894 |
| — |
| 20,154 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 47,070 |
| 347 |
| (45,947 | ) | — |
| 776 |
| | | 23,049 |
| (185 | ) | (22,633 | ) | — |
| 601 |
|
Net loss on land held for divestiture activity of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (34,959 | ) | — |
| 34,959 |
| — |
| — |
| | | (12,567 | ) | — |
| 12,567 |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 37,091 |
| — |
| (37,091 | ) | — |
| — |
| | | 29,542 |
| — |
| (29,542 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 37,410 |
| — |
| (37,410 | ) | — |
| — |
| | | 36,499 |
| — |
| (36,499 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | 1,313 |
| — |
| (1,313 | ) | — |
| — |
| | | 2,221 |
| — |
| (2,221 | ) | — |
| — |
|
Adjusted total income | 379,155 |
| 19,331 |
| 77,778 |
| 7,612 |
| 445,214 |
| | | 344,069 |
| 18,495 |
| 75,983 |
| 9,426 |
| 410,983 |
|
Operating expenses | 188,591 |
| 15,016 |
| 77,778 |
| 3,509 |
| 254,862 |
| | | 174,280 |
| 14,729 |
| 75,983 |
| 3,945 |
| 239,479 |
|
Non-Real Estate depreciation and amortization | 590 |
| — |
| — |
| — |
| 590 |
| | | 620 |
| — |
| — |
| — |
| 620 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | 63 |
| — |
| — |
| — |
| 63 |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 189,181 |
| 15,016 |
| 77,778 |
| 3,509 |
| 255,452 |
| | | 174,963 |
| 14,729 |
| 75,983 |
| 3,945 |
| 240,162 |
|
Net operating income | 189,974 |
| 4,315 |
| — |
| 4,103 |
| 189,762 |
| | | 169,106 |
| 3,766 |
| — |
| 5,481 |
| 170,821 |
|
Interest expense | (19,000 | ) | (1,318 | ) | (37,410 | ) | (1,877 | ) | (56,969 | ) | | | (29,490 | ) | (1,713 | ) | (36,499 | ) | (2,456 | ) | (66,732 | ) |
Interest expense of unconsolidated entities | (37,410 | ) | — |
| 37,410 |
| — |
| — |
| | | (36,499 | ) | — |
| 36,499 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | (481 | ) | — |
| (1,313 | ) | (464 | ) | (2,258 | ) | | | (644 | ) | — |
| (2,221 | ) | — |
| (2,865 | ) |
Gain (loss) on extinguishment of debt of unconsolidated entities | (1,313 | ) | — |
| 1,313 |
| — |
| — |
| | | (2,221 | ) | — |
| 2,221 |
| — |
| — |
|
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 | (3,071 | ) | — |
| — |
| (43 | ) | (3,114 | ) | | | (3,449 | ) | — |
| — |
| (57 | ) | (3,506 | ) |
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | (438 | ) | — |
| — |
| — |
| (438 | ) | | | 255 |
| — |
| — |
| — |
| 255 |
|
Noncontrolling interest in FFO | (2,997 | ) | (2,997 | ) | — |
| — |
| — |
| | | (2,053 | ) | (2,053 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 1,719 |
| — |
| — |
| (1,719 | ) | — |
| | | 2,968 |
| — |
| — |
| (2,968 | ) | — |
|
Pre-Tax FFO | 126,983 |
| — |
| — |
| — |
| 126,983 |
| | | 97,973 |
| — |
| — |
| — |
| 97,973 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 126,983 |
| $ | — |
| $ | — |
| $ | — |
| $ | 126,983 |
| | | $ | 97,973 |
| $ | — |
| $ | — |
| $ | — |
| $ | 97,973 |
|
Depreciation and amortization - Real Estate Groups | (86,893 | ) | — |
| — |
| (2,198 | ) | (89,091 | ) | | | (77,760 | ) | — |
| — |
| (2,478 | ) | (80,238 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 34,959 |
| 59,290 |
| 94,249 |
| | | 2,255 |
| — |
| 12,567 |
| — |
| 14,822 |
|
Gain on disposition of unconsolidated entities | 34,959 |
| — |
| (34,959 | ) | — |
| — |
| | | 12,567 |
| — |
| (12,567 | ) | — |
| — |
|
Impairment of consolidated and unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | (235 | ) | — |
| — |
| — |
| (235 | ) |
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | 57,092 |
| — |
| — |
| (57,092 | ) | — |
| | | (2,478 | ) | — |
| — |
| 2,478 |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 132,141 |
| $ | — |
| $ | — |
| $ | — |
| $ | 132,141 |
| | | $ | 32,322 |
| $ | — |
| $ | — |
| $ | — |
| $ | 32,322 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Years Ended January 31, 2013 and 2012 (in thousands) (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Arena 2012 | | | Arena 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 | $ | 48,353 |
| $ | 21,735 |
| $ | — |
| $ | — |
| $ | 26,618 |
| | | $ | 1,569 |
| $ | 1,059 |
| $ | — |
| $ | — |
| $ | 510 |
|
Exclude straight-line rent adjustment | (138 | ) | — |
| — |
| — |
| (138 | ) | | | 54 |
| — |
| — |
| — |
| 54 |
|
Adjusted revenues | 48,215 |
| 21,735 |
| — |
| — |
| 26,480 |
| | | 1,623 |
| 1,059 |
| — |
| — |
| 564 |
|
Add interest and other income | — |
| — |
| — |
| — |
| — |
| | | 261 |
| 183 |
| — |
| — |
| 78 |
|
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 (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 48,215 |
| 21,735 |
| — |
| — |
| 26,480 |
| | | 1,884 |
| 1,242 |
| — |
| — |
| 642 |
|
Operating expenses | 49,175 |
| 21,458 |
| — |
| — |
| 27,717 |
| | | 12,536 |
| 5,809 |
| — |
| — |
| 6,727 |
|
Non-Real Estate depreciation and amortization | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 49,175 |
| 21,458 |
| — |
| — |
| 27,717 |
| | | 12,536 |
| 5,809 |
| — |
| — |
| 6,727 |
|
Net operating income | (960 | ) | 277 |
| — |
| — |
| (1,237 | ) | | | (10,652 | ) | (4,567 | ) | — |
| — |
| (6,085 | ) |
Interest expense | 122 |
| (5,988 | ) | — |
| — |
| 6,110 |
| | | 14,336 |
| — |
| — |
| — |
| 14,336 |
|
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt | (629 | ) | (415 | ) | — |
| — |
| (214 | ) | | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on 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 | (81 | ) | — |
| — |
| — |
| (81 | ) | | | — |
| — |
| — |
| — |
| — |
|
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | 138 |
| — |
| — |
| — |
| 138 |
| | | (54 | ) | — |
| — |
| — |
| (54 | ) |
Noncontrolling interest in FFO | 6,126 |
| 6,126 |
| — |
| — |
| — |
| | | 4,567 |
| 4,567 |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | 4,716 |
| — |
| — |
| — |
| 4,716 |
| | | 8,197 |
| — |
| — |
| — |
| 8,197 |
|
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | 4,716 |
| $ | — |
| $ | — |
| $ | — |
| $ | 4,716 |
| | | $ | 8,197 |
| $ | — |
| $ | — |
| $ | — |
| $ | 8,197 |
|
Depreciation and amortization - Real Estate Groups | (5,213 | ) | — |
| — |
| — |
| (5,213 | ) | | | — |
| — |
| — |
| — |
| — |
|
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 depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (497 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (497 | ) | | | $ | 8,197 |
| $ | — |
| $ | — |
| $ | — |
| $ | 8,197 |
|
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Years Ended January 31, 2013 and 2012 (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 | $ | 54,634 |
| $ | 5,002 |
| $ | 2,509 |
| $ | — |
| $ | 52,141 |
| | | $ | 44,420 |
| $ | 3,434 |
| $ | 13,666 |
| $ | — |
| $ | 54,652 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted revenues | 54,634 |
| 5,002 |
| 2,509 |
| — |
| 52,141 |
| | | 44,420 |
| 3,434 |
| 13,666 |
| — |
| 54,652 |
|
Add interest and other income | 9,866 |
| 952 |
| — |
| — |
| 8,914 |
| | | 10,838 |
| 876 |
| (67 | ) | — |
| 9,895 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | (40,346 | ) | — |
| 43,452 |
| — |
| 3,106 |
| | | (36,877 | ) | — |
| 36,781 |
| — |
| (96 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | 40,777 |
| — |
| (40,777 | ) | — |
| — |
| | | 41,902 |
| — |
| (41,902 | ) | — |
| — |
|
Exclude gain on disposition of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | 390 |
| — |
| (390 | ) | — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 76 |
| — |
| (76 | ) | — |
| — |
| | | 257 |
| — |
| (257 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 406 |
| — |
| (406 | ) | — |
| — |
| | | 329 |
| — |
| (329 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | (1,926 | ) | — |
| 1,926 |
| — |
| — |
|
Adjusted total income | 65,803 |
| 5,954 |
| 4,312 |
| — |
| 64,161 |
| | | 58,943 |
| 4,310 |
| 9,818 |
| — |
| 64,451 |
|
Operating expenses | 48,361 |
| 3,438 |
| 4,312 |
| — |
| 49,235 |
| | | 47,543 |
| 2,849 |
| 9,818 |
| — |
| 54,512 |
|
Non-Real Estate depreciation and amortization | 171 |
| — |
| — |
| — |
| 171 |
| | | 102 |
| — |
| — |
| — |
| 102 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 48,532 |
| 3,438 |
| 4,312 |
| — |
| 49,406 |
| | | 47,645 |
| 2,849 |
| 9,818 |
| — |
| 54,614 |
|
Net operating income | 17,271 |
| 2,516 |
| — |
| — |
| 14,755 |
| | | 11,298 |
| 1,461 |
| — |
| — |
| 9,837 |
|
Interest expense | (3,801 | ) | (264 | ) | (406 | ) | — |
| (3,943 | ) | | | (3,443 | ) | (550 | ) | (329 | ) | — |
| (3,222 | ) |
Interest expense of unconsolidated entities | (406 | ) | — |
| 406 |
| — |
| — |
| | | (329 | ) | — |
| 329 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| 1,926 |
| — |
| 1,926 |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | 1,926 |
| — |
| (1,926 | ) | — |
| — |
|
Net gain (loss) on land held for divestiture activity | 6,480 |
| (834 | ) | (40,777 | ) | — |
| (33,463 | ) | | | (115,654 | ) | (243 | ) | (41,902 | ) | — |
| (157,313 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (40,777 | ) | — |
| 40,777 |
| — |
| — |
| | | (41,902 | ) | — |
| 41,902 |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Amortization of mortgage procurement costs - Real Estate Groups | (131 | ) | — |
| — |
| — |
| (131 | ) | | | (289 | ) | — |
| — |
| — |
| (289 | ) |
Net gain on change in control of interests | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | (1,418 | ) | (1,418 | ) | — |
| — |
| — |
| | | (668 | ) | (668 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (22,782 | ) | — |
| — |
| — |
| (22,782 | ) | | | (149,061 | ) | — |
| — |
| — |
| (149,061 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | (22,782 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (22,782 | ) | | | $ | (149,061 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (149,061 | ) |
Depreciation and amortization - Real Estate Groups | (661 | ) | — |
| — |
| — |
| (661 | ) | | | (249 | ) | — |
| — |
| — |
| (249 | ) |
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 depreciable real estate | — |
| — |
| (390 | ) | — |
| (390 | ) | | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (23,833 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (23,833 | ) | | | $ | (149,310 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (149,310 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Years Ended January 31, 2013 and 2012 (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 | (4,672 | ) | — |
| — |
| — |
| (4,672 | ) | | | (26,814 | ) | — |
| — |
| — |
| (26,814 | ) |
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 (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | (4,672 | ) | — |
| — |
| — |
| (4,672 | ) | | | (26,814 | ) | — |
| — |
| — |
| (26,814 | ) |
Operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-Real Estate depreciation and amortization | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net operating income | (4,672 | ) | — |
| — |
| — |
| (4,672 | ) | | | (26,814 | ) | — |
| — |
| — |
| (26,814 | ) |
Interest expense | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on 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 | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (4,672 | ) | — |
| — |
| — |
| (4,672 | ) | | | (26,814 | ) | — |
| — |
| — |
| (26,814 | ) |
Income tax benefit (expense) on FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Funds From Operations (FFO) | $ | (4,672 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (4,672 | ) | | | $ | (26,814 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (26,814 | ) |
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 depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (4,672 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (4,672 | ) | | | $ | (26,814 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (26,814 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Years Ended January 31, 2013 and 2012 (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 | 164 |
| — |
| — |
| — |
| 164 |
| | | 262 |
| — |
| — |
| — |
| 262 |
|
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 (gain) loss on extinguishment of debt of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted total income | 164 |
| — |
| — |
| — |
| 164 |
| | | 262 |
| — |
| — |
| — |
| 262 |
|
Operating expenses | 52,450 |
| — |
| — |
| — |
| 52,450 |
| | | 52,585 |
| — |
| — |
| — |
| 52,585 |
|
Non-Real Estate depreciation and amortization | 1,658 |
| — |
| — |
| — |
| 1,658 |
| | | 1,514 |
| — |
| — |
| — |
| 1,514 |
|
Exclude straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Adjusted operating expenses | 54,108 |
| — |
| — |
| — |
| 54,108 |
| | | 54,099 |
| — |
| — |
| — |
| 54,099 |
|
Net operating income | (53,944 | ) | — |
| — |
| — |
| (53,944 | ) | | | (53,837 | ) | — |
| — |
| — |
| (53,837 | ) |
Interest expense | (61,375 | ) | — |
| — |
| — |
| (61,375 | ) | | | (56,838 | ) | — |
| — |
| — |
| (56,838 | ) |
Interest expense of unconsolidated entities | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Gain (loss) on extinguishment of debt | (789 | ) | — |
| — |
| — |
| (789 | ) | | | (10,800 | ) | — |
| — |
| — |
| (10,800 | ) |
Gain (loss) on 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 | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Noncontrolling interest in FFO | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Pre-Tax FFO | (116,108 | ) | — |
| — |
| — |
| (116,108 | ) | | | (121,475 | ) | — |
| — |
| — |
| (121,475 | ) |
Income tax benefit (expense) on FFO | 12,615 |
| — |
| — |
| — |
| 12,615 |
| | | 57,457 |
| — |
| — |
| — |
| 57,457 |
|
Funds From Operations (FFO) | $ | (103,493 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (103,493 | ) | | | $ | (64,018 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (64,018 | ) |
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 depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Impairment of unconsolidated depreciable real estate | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Non-FFO from discontinued operations | — |
| — |
| — |
| — |
| — |
| | | — |
| — |
| — |
| — |
| — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (58,935 | ) | — |
| — |
| — |
| (58,935 | ) | | | (31,812 | ) | — |
| — |
| — |
| (31,812 | ) |
Impairment of depreciable real estate | 13,692 |
| — |
| — |
| — |
| 13,692 |
| | | 21,024 |
| — |
| — |
| — |
| 21,024 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | (148,736 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (148,736 | ) | | | $ | (74,806 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (74,806 | ) |
Preferred dividends and inducements of preferred stock conversion | (32,129 | ) | — |
| — |
| — |
| (32,129 | ) | | | (15,400 | ) | — |
| — |
| — |
| (15,400 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | (180,865 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (180,865 | ) | | | $ | (90,206 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (90,206 | ) |
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) — Years Ended January 31, 2013 and 2012 (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 | $ | 1,134,687 |
| $ | 73,486 |
| $ | 397,613 |
| $ | 26,474 |
| $ | 1,485,288 |
| | | $ | 1,051,618 |
| $ | 55,285 |
| $ | 385,521 |
| $ | 60,709 |
| $ | 1,442,563 |
|
Exclude straight-line rent adjustment | (17,568 | ) | — |
| — |
| (135 | ) | (17,703 | ) | | | (10,813 | ) | — |
| — |
| (892 | ) | (11,705 | ) |
Adjusted revenues | 1,117,119 |
| 73,486 |
| 397,613 |
| 26,339 |
| 1,467,585 |
| | | 1,040,805 |
| 55,285 |
| 385,521 |
| 59,817 |
| 1,430,858 |
|
Add interest and other income | 45,915 |
| 740 |
| 2,438 |
| 20 |
| 47,633 |
| | | 52,094 |
| 1,370 |
| 989 |
| 22 |
| 51,735 |
|
Equity in earnings (loss) of unconsolidated entities, including impairment | 44,631 |
| 347 |
| (45,074 | ) | — |
| (790 | ) | | | (61,039 | ) | (185 | ) | 34,545 |
| — |
| (26,309 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | 40,777 |
| — |
| (40,777 | ) | — |
| — |
| | | 41,902 |
| — |
| (41,902 | ) | — |
| — |
|
Exclude gain on disposition of unconsolidated entities | (51,066 | ) | — |
| 51,066 |
| — |
| — |
| | | (12,567 | ) | — |
| 12,567 |
| — |
| — |
|
Exclude impairment of unconsolidated real estate | 390 |
| — |
| (390 | ) | — |
| — |
| | | 40,284 |
| — |
| (40,284 | ) | — |
| — |
|
Exclude depreciation and amortization of unconsolidated entities | 80,997 |
| — |
| (80,997 | ) | — |
| — |
| | | 70,870 |
| — |
| (70,870 | ) | — |
| — |
|
Exclude interest expense of unconsolidated entities | 102,723 |
| — |
| (102,723 | ) | — |
| — |
| | | 100,958 |
| — |
| (100,958 | ) | — |
| — |
|
Exclude (gain) loss on extinguishment of debt of unconsolidated entities | 495 |
| — |
| (495 | ) | — |
| — |
| | | 366 |
| — |
| (366 | ) | — |
| — |
|
Adjusted total income | 1,381,981 |
| 74,573 |
| 180,661 |
| 26,359 |
| 1,514,428 |
| | | 1,273,673 |
| 56,470 |
| 179,242 |
| 59,839 |
| 1,456,284 |
|
Operating expenses | 732,275 |
| 51,481 |
| 180,661 |
| 12,149 |
| 873,604 |
| | | 654,346 |
| 38,433 |
| 179,242 |
| 32,326 |
| 827,481 |
|
Non-Real Estate depreciation and amortization | 3,365 |
| — |
| — |
| — |
| 3,365 |
| | | 3,247 |
| — |
| — |
| — |
| 3,247 |
|
Exclude straight-line rent adjustment | (2,544 | ) | — |
| — |
| — |
| (2,544 | ) | | | (4,487 | ) | — |
| — |
| (10 | ) | (4,497 | ) |
Exclude preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,732 | ) | — |
| — |
| — |
| (1,732 | ) |
Adjusted operating expenses | 733,096 |
| 51,481 |
| 180,661 |
| 12,149 |
| 874,425 |
| | | 651,374 |
| 38,433 |
| 179,242 |
| 32,316 |
| 824,499 |
|
Net operating income | 648,885 |
| 23,092 |
| — |
| 14,210 |
| 640,003 |
| | | 622,299 |
| 18,037 |
| — |
| 27,523 |
| 631,785 |
|
Interest expense | (269,229 | ) | (16,485 | ) | (102,723 | ) | (7,251 | ) | (362,718 | ) | | | (249,799 | ) | (11,713 | ) | (100,958 | ) | (13,085 | ) | (352,129 | ) |
Interest expense of unconsolidated entities | (102,723 | ) | — |
| 102,723 |
| — |
| — |
| | | (100,958 | ) | — |
| 100,958 |
| — |
| — |
|
Gain (loss) on extinguishment of debt | 7,096 |
| (603 | ) | (495 | ) | (464 | ) | 6,740 |
| | | 9,590 |
| 1,641 |
| (366 | ) | — |
| 7,583 |
|
Gain (loss) on extinguishment of debt of unconsolidated entities | (495 | ) | — |
| 495 |
| — |
| — |
| | | (366 | ) | — |
| 366 |
| — |
| — |
|
Net gain (loss) on land held for divestiture activity | 6,480 |
| (834 | ) | (40,777 | ) | — |
| (33,463 | ) | | | (115,654 | ) | (243 | ) | (41,902 | ) | — |
| (157,313 | ) |
Net loss on land held for divestiture activity of unconsolidated entities | (40,777 | ) | — |
| 40,777 |
| — |
| — |
| | | (41,902 | ) | — |
| 41,902 |
| — |
| — |
|
Preference payment | — |
| — |
| — |
| — |
| — |
| | | (1,732 | ) | — |
| — |
| — |
| (1,732 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | (14,749 | ) | — |
| — |
| (243 | ) | (14,992 | ) | | | (13,823 | ) | — |
| — |
| (847 | ) | (14,670 | ) |
Net gain on change in control of interests | 6,766 |
| 2,702 |
| — |
| — |
| 4,064 |
| | | — |
| — |
| — |
| — |
| — |
|
Straight-line rent adjustment | 15,024 |
| — |
| — |
| 135 |
| 15,159 |
| | | 6,326 |
| — |
| — |
| 882 |
| 7,208 |
|
Noncontrolling interest in FFO | (7,872 | ) | (7,872 | ) | — |
| — |
| — |
| | | (7,722 | ) | (7,722 | ) | — |
| — |
| — |
|
Pre-tax FFO from discontinued operations | 6,387 |
| — |
| — |
| (6,387 | ) | — |
| | | 14,473 |
| — |
| — |
| (14,473 | ) | — |
|
Pre-Tax FFO | 254,793 |
| — |
| — |
| — |
| 254,793 |
| | | 120,732 |
| — |
| — |
| — |
| 120,732 |
|
Income tax benefit (expense) on FFO | 12,615 |
| — |
| — |
| — |
| 12,615 |
| | | 57,457 |
| — |
| — |
| — |
| 57,457 |
|
Funds From Operations (FFO) | $ | 267,408 |
| $ | — |
| $ | — |
| $ | — |
| $ | 267,408 |
| | | $ | 178,189 |
| $ | — |
| $ | — |
| $ | — |
| $ | 178,189 |
|
Depreciation and amortization - Real Estate Groups | (295,278 | ) | — |
| — |
| (6,159 | ) | (301,437 | ) | | | (268,436 | ) | — |
| — |
| (13,268 | ) | (281,704 | ) |
Gain on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest | — |
| — |
| 51,066 |
| 99,935 |
| 151,001 |
| | | 17,665 |
| — |
| 12,567 |
| 51,796 |
| 82,028 |
|
Gain on disposition of unconsolidated entities | 51,066 |
| — |
| (51,066 | ) | — |
| — |
| | | 12,567 |
| — |
| (12,567 | ) | — |
| — |
|
Impairment of consolidated and unconsolidated depreciable real estate | (30,660 | ) | — |
| (390 | ) | (4,254 | ) | (35,304 | ) | | | (235 | ) | — |
| (40,284 | ) | (13,692 | ) | (54,211 | ) |
Impairment of unconsolidated depreciable real estate | (390 | ) | — |
| 390 |
| — |
| — |
| | | (40,284 | ) | — |
| 40,284 |
| — |
| — |
|
Non-FFO from discontinued operations | 89,522 |
| — |
| — |
| (89,522 | ) | — |
| | | 24,836 |
| — |
| — |
| (24,836 | ) | — |
|
Income tax benefit (expense) on non-FFO: | | | | | | | | | | | | |
Gain on disposition of rental properties | (58,935 | ) | — |
| — |
| — |
| (58,935 | ) | | | (31,812 | ) | — |
| — |
| — |
| (31,812 | ) |
Impairment of depreciable real estate | 13,692 |
| — |
| — |
| — |
| 13,692 |
| | | 21,024 |
| — |
| — |
| — |
| 21,024 |
|
Net earnings (loss) attributable to Forest City Enterprises, Inc. | $ | 36,425 |
| $ | — |
| $ | — |
| $ | — |
| $ | 36,425 |
| | | $ | (86,486 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (86,486 | ) |
Preferred dividends and inducements of preferred stock conversion | (32,129 | ) | — |
| — |
| — |
| (32,129 | ) | | | (15,400 | ) | — |
| — |
| — |
| (15,400 | ) |
Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders | $ | 4,296 |
| $ | — |
| $ | — |
| $ | — |
| $ | 4,296 |
| | | $ | (101,886 | ) | $ | — |
| $ | — |
| $ | — |
| $ | (101,886 | ) |
Real Estate Portfolio as of January 31, 2013 - Commercial Group - Office Buildings
|
| | | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Major Tenants | Leasable Square Feet | Leasable Square Feet at Pro- Rata % |
Consolidated Office Buildings | | | | | | | |
2 Hanson Place | 2004 | 100.00 | % | 100.00 | % | Brooklyn, NY | Bank of New York, HSBC | 399,000 |
| 399,000 |
|
4930 Oakton | 2006 | 100.00 | % | 100.00 | % | Skokie, IL | Sanford Brown College | 40,000 |
| 40,000 |
|
Ballston Common Office Center | 2005 | 100.00 | % | 100.00 | % | Arlington, VA | US Coast Guard | 174,000 |
| 174,000 |
|
Colorado Studios | 2007 | 90.00 | % | 90.00 | % | Denver, CO | Colorado Studios | 75,000 |
| 68,000 |
|
Commerce Court | 2007 | 100.00 | % | 100.00 | % | Pittsburgh, PA | US Bank; Wesco Distributors; Cardworks Services; Marc USA | 379,000 |
| 379,000 |
|
Edgeworth Building | 2006 | 100.00 | % | 100.00 | % | Richmond, VA | Hirschler Fleischer; Ernst & Young; Rummel, Klepper & Kahl | 137,000 |
| 137,000 |
|
Eleven MetroTech Center | 1995 | 85.00 | % | 85.00 | % | Brooklyn, NY | City of New York - DoITT; E-911 | 216,000 |
| 184,000 |
|
Fifteen MetroTech Center | 2003 | 95.00 | % | 95.00 | % | Brooklyn, NY | Wellpoint, Inc.; City of New York - HRA | 650,000 |
| 618,000 |
|
Halle Building | 1986 | 100.00 | % | 100.00 | % | Cleveland, OH | Case Western Reserve University; CEOGC | 409,000 |
| 409,000 |
|
Harlem Center | 2003 | 100.00 | % | 100.00 | % | Manhattan, NY | Office of General Services-Temporary Disability & Assistance; State Liquor Authority | 147,000 |
| 147,000 |
|
Higbee Building | 1990 | 100.00 | % | 100.00 | % | Cleveland, OH | Key Bank; Horseshoe Casino | 815,000 |
| 815,000 |
|
Illinois Science and Technology Park | | | | | | | |
4901 Searle (A) | 2006 | 100.00 | % | 100.00 | % | Skokie, IL | Northshore University Health System | 224,000 |
| 224,000 |
|
8025 Lamon (P) | 2006 | 100.00 | % | 100.00 | % | Skokie, IL | NanoInk, Inc.; WIL Research; Vetter Development Services | 128,000 |
| 128,000 |
|
8030 Lamon (J) | 2010 | 100.00 | % | 100.00 | % | Skokie, IL | Leasing in progress | 147,000 |
| 147,000 |
|
8045 Lamon (Q) | 2007 | 100.00 | % | 100.00 | % | Skokie, IL | Astellas; Polyera; Fresenius Kabi USA, LLC | 161,000 |
| 161,000 |
|
Johns Hopkins - 855 North Wolfe Street | 2008 | 83.99 | % | 98.81 | % | Baltimore, MD | Johns Hopkins; Brain Institute; Howard Hughes Institute; Lieber Institute | 279,000 |
| 276,000 |
|
Mesa del Sol - 5600 University SE | 2006 | 95.00 | % | 95.00 | % | Albuquerque, NM | MSR-FSR, LLC; CFV Solar | 87,000 |
| 83,000 |
|
Mesa del Sol - Aperture Center | 2008 | 95.00 | % | 95.00 | % | Albuquerque, NM | Forest City Covington NM, LLC | 76,000 |
| 72,000 |
|
Mesa del Sol - Fidelity | 2008/2009 | 80.00 | % | 80.00 | % | Albuquerque, NM | Fidelity Investments | 210,000 |
| 168,000 |
|
New York Times | 2007 | 100.00 | % | 100.00 | % | Manhattan, NY | ClearBridge Advisors, LLC, a Legg Mason Co.; Covington & Burling; Osler Hoskin & Harcourt; Seyfarth Shaw | 738,000 |
| 738,000 |
|
Nine MetroTech Center North | 1997 | 85.00 | % | 85.00 | % | Brooklyn, NY | City of New York - Fire Department | 317,000 |
| 269,000 |
|
One MetroTech Center | 1991 | 82.50 | % | 82.50 | % | Brooklyn, NY | JP Morgan Chase; National Grid | 937,000 |
| 773,000 |
|
One Pierrepont Plaza | 1988 | 100.00 | % | 100.00 | % | Brooklyn, NY | Morgan Stanley; U.S. Probation | 659,000 |
| 659,000 |
|
Post Office Plaza | 1990 | 100.00 | % | 100.00 | % | Cleveland, OH | URS Energy; Chase Home Finance, LLC; Quicken Loans; Squire Sanders | 476,000 |
| 476,000 |
|
Richmond Office Park | 2007 | 100.00 | % | 100.00 | % | Richmond, VA | The Brinks Co.; Wells Fargo; Bon Secours Virginia HealthSource | 568,000 |
| 568,000 |
|
Skylight Office Tower | 1991 | 92.50 | % | 100.00 | % | Cleveland, OH | Ulmer & Berne, LLP; Social Security Administration | 321,000 |
| 321,000 |
|
Stapleton - 3055 Roslyn | 2006 | 90.00 | % | 90.00 | % | Denver, CO | University of Colorado Hospital | 45,000 |
| 41,000 |
|
Ten MetroTech Center | 1992 | 100.00 | % | 100.00 | % | Brooklyn, NY | Leasing in progress | 365,000 |
| 365,000 |
|
Terminal Tower | 1983 | 100.00 | % | 100.00 | % | Cleveland, OH | Forest City Enterprises, Inc.; Falls Communications; Riverside Company | 597,000 |
| 597,000 |
|
Twelve MetroTech Center | 2004 | 100.00 | % | 100.00 | % | Brooklyn, NY | National Union Fire Insurance Co. | 177,000 |
| 177,000 |
|
Two MetroTech Center | 1990 | 82.50 | % | 82.50 | % | Brooklyn, NY | City of New York - Board of Education; City of New York - DoITT; Internal Revenue Service | 522,000 |
| 431,000 |
|
University of Pennsylvania | 2004 | 100.00 | % | 100.00 | % | Philadelphia, PA | University of Pennsylvania | 122,000 |
| 122,000 |
|
Consolidated Office Buildings Subtotal | 10,597,000 |
| 10,166,000 |
|
| | | | | |
| | | | | |
Real Estate Portfolio as of January 31, 2013 - Commercial Group - Office Buildings (continued)
|
| | | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Major Tenants | Leasable Square Feet | Leasable Square Feet at Pro- Rata % |
Unconsolidated Office Buildings | | | | | |
35 Landsdowne Street | 2002 | 51.00 | % | 51.00 | % | Cambridge, MA | Millennium Pharmaceuticals | 202,000 |
| 103,000 |
|
350 Massachusetts Ave | 1998 | 50.00 | % | 50.00 | % | Cambridge, MA | Star Market; Novartis; Millenium Pharmaceuticals | 169,000 |
| 85,000 |
|
40 Landsdowne Street | 2003 | 51.00 | % | 51.00 | % | Cambridge, MA | Millennium Pharmaceuticals | 215,000 |
| 110,000 |
|
45/75 Sidney Street | 1999 | 51.00 | % | 51.00 | % | Cambridge, MA | Millennium Pharmaceuticals; Novartis | 277,000 |
| 141,000 |
|
65/80 Landsdowne Street | 2001 | 51.00 | % | 51.00 | % | Cambridge, MA | Partners HealthCare System | 122,000 |
| 62,000 |
|
818 Mission Street | 2008 | 50.00 | % | 50.00 | % | San Francisco, CA | Denny's; Community Vocational Enterprises | 28,000 |
| 14,000 |
|
88 Sidney Street | 2002 | 51.00 | % | 51.00 | % | Cambridge, MA | Vertex Pharmaceuticals | 145,000 |
| 74,000 |
|
Bulletin Building | 2006 | 50.00 | % | 50.00 | % | San Francisco, CA | Great West Life and Annuity; Corinthian School; SF Filipino Cultural Center | 78,000 |
| 39,000 |
|
Clark Building | 1989 | 50.00 | % | 50.00 | % | Cambridge, MA | Sanofi Pasteur Biologics; Agios Pharmaceuticals | 122,000 |
| 61,000 |
|
Enterprise Place | 1998 | 50.00 | % | 50.00 | % | Beachwood, OH | University of Phoenix; Advance Payroll; PS Executive Centers; Retina Assoc. of Cleveland | 132,000 |
| 66,000 |
|
Jackson Building | 1987 | 51.00 | % | 51.00 | % | Cambridge, MA | Ariad Pharmaceuticals | 99,000 |
| 50,000 |
|
Liberty Center | 1986 | 50.00 | % | 50.00 | % | Pittsburgh, PA | Federated Investors; Direct Energy Business | 526,000 |
| 263,000 |
|
Richards Building | 1990 | 51.00 | % | 51.00 | % | Cambridge, MA | Genzyme Biosurgery; Ariad Pharmaceuticals, Inc. | 126,000 |
| 64,000 |
|
Signature Square I | 1986 | 50.00 | % | 50.00 | % | Beachwood, OH | Ciuni & Panichi; PCC Airfoils; Liberty Bank | 79,000 |
| 40,000 |
|
Signature Square II | 1989 | 50.00 | % | 50.00 | % | Beachwood, OH | Pro Ed Communications; Goldberg Co.; Resilience Mgt. | 82,000 |
| 41,000 |
|
Unconsolidated Office Buildings Subtotal | 2,402,000 |
| 1,213,000 |
|
Total Office Buildings at January 31, 2013 | 12,999,000 |
| 11,379,000 |
|
Total Office Buildings at January 31, 2012 | 13,517,000 |
| 11,713,000 |
|
Real Estate Portfolio as of January 31, 2013 - Commercial Group - Retail Centers
|
| | | | | | | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Major Tenants/Anchors | Total Square Feet | Total Square Feet at Pro- Rata % | Gross Leasable Area | Gross Leasable Area at Pro- Rata % |
Consolidated Regional Malls | | | | | | | | | |
Antelope Valley Mall | 1990/1999 | 98.00 | % | 100.00 | % | Palmdale, CA | Macy’s; Sears; JCPenney; Dillard’s; Forever 21; Cinemark Theatre | 1,196,000 |
| 1,196,000 |
| 478,000 |
| 478,000 |
|
Ballston Common Mall | 1986/1999 | 100.00 | % | 100.00 | % | Arlington, VA | Macy’s; Sport & Health; Regal Cinemas | 579,000 |
| 579,000 |
| 311,000 |
| 311,000 |
|
Galleria at Sunset | 1996/2002 | 100.00 | % | 100.00 | % | Henderson, NV | Dillard’s; Macy’s; JCPenney; Dick’s Sporting Goods; Kohl’s | 1,048,000 |
| 1,048,000 |
| 412,000 |
| 412,000 |
|
Mall at Robinson | 2001 | 71.67 | % | 100.00 | % | Pittsburgh, PA | Macy’s; Sears; JCPenney; Dick’s Sporting Goods | 880,000 |
| 880,000 |
| 384,000 |
| 384,000 |
|
Northfield at Stapleton | 2005/2006 | 100.00 | % | 100.00 | % | Denver, CO | Bass Pro Shops; Target; Harkins Theatre; JCPenney; Macy’s | 1,127,000 |
| 1,127,000 |
| 664,000 |
| 664,000 |
|
Orchard Town Center | 2008/2012 | 100.00 | % | 100.00 | % | Westminster, CO | JCPenney; Macy’s; Target; AMC Theatres | 1,043,000 |
| 1,043,000 |
| 507,000 |
| 507,000 |
|
Promenade Bolingbrook | 2007 | 100.00 | % | 100.00 | % | Bolingbrook, IL | Bass Pro Shops; Macy’s; Gold Class Cinemas; Barnes & Noble; Designer Shoe Warehouse | 771,000 |
| 771,000 |
| 575,000 |
| 575,000 |
|
Promenade in Temecula | 1999/2002/2009 | 100.00 | % | 100.00 | % | Temecula, CA | JCPenney; Sears; Macy’s; Edwards Cinema | 1,279,000 |
| 1,279,000 |
| 544,000 |
| 544,000 |
|
Shops at Wiregrass | 2008 | 50.00 | % | 100.00 | % | Tampa, FL | JCPenney; Dillard’s; Macy’s; Barnes & Noble | 742,000 |
| 742,000 |
| 358,000 |
| 358,000 |
|
Short Pump Town Center | 2003/2005 | 50.00 | % | 100.00 | % | Richmond, VA | Nordstrom; Macy’s; Dillard’s; Dick’s Sporting Goods | 1,310,000 |
| 1,310,000 |
| 598,000 |
| 598,000 |
|
South Bay Galleria | 1985/2001 | 100.00 | % | 100.00 | % | Redondo Beach, CA | Nordstrom; Macy’s; Kohl’s; AMC Theatres | 960,000 |
| 960,000 |
| 393,000 |
| 393,000 |
|
Victoria Gardens | 2004/2007 | 80.00 | % | 80.00 | % | Rancho Cucamonga, CA | Bass Pro Shops; Macy’s; JCPenney; AMC Theatres | 1,401,000 |
| 1,121,000 |
| 829,000 |
| 663,000 |
|
Westchester’s Ridge Hill | 2011/2012 | 70.00 | % | 100.00 | % | Yonkers, NY | Lord & Taylor; WESTMED Medical Group; Apple; LA Fitness; Whole Foods; Dick’s Sporting Goods; National Amusements' Cinema de Lux; Legoland | 1,336,000 |
| 1,336,000 |
| 1,336,000 |
| 1,336,000 |
|
Consolidated Regional Malls Subtotal | 13,672,000 |
| 13,392,000 |
| 7,389,000 |
| 7,223,000 |
|
Consolidated Specialty Retail Centers | | | | | | | |
Atlantic Center Site V | 1998 | 100.00 | % | 100.00 | % | Brooklyn, NY | Modell’s | 17,000 |
| 17,000 |
| 17,000 |
| 17,000 |
|
Avenue at Tower City Center | 1990 | 100.00 | % | 100.00 | % | Cleveland, OH | Hard Rock Café; Morton’s of Chicago; Cleveland Cinemas; Horseshoe Casino (located in Higbee Building) | 365,000 |
| 365,000 |
| 365,000 |
| 365,000 |
|
Brooklyn Commons | 2004 | 100.00 | % | 100.00 | % | Brooklyn, NY | Lowe’s | 151,000 |
| 151,000 |
| 151,000 |
| 151,000 |
|
Fairmont Plaza Cinema | 1998 | 100.00 | % | 100.00 | % | San Jose, CA | Camera 12 Cinemas | 70,000 |
| 70,000 |
| 70,000 |
| 70,000 |
|
Market at Tobacco Row | 2002 | 100.00 | % | 100.00 | % | Richmond, VA | Rich Foods; CVS/Pharmacy | 43,000 |
| 43,000 |
| 43,000 |
| 43,000 |
|
Quartermaster Plaza | 2004 | 100.00 | % | 100.00 | % | Philadelphia, PA | Home Depot; BJ’s Wholesale Club; Staples; PetSmart; Walgreen’s | 456,000 |
| 456,000 |
| 456,000 |
| 456,000 |
|
Station Square | 1994/2002 | 100.00 | % | 100.00 | % | Pittsburgh, PA | Hard Rock Café; Grand Concourse Restaurant; Buca Di Beppo; Texas de Brazil; Pittsburgh Riverhounds | 291,000 |
| 291,000 |
| 291,000 |
| 291,000 |
|
The Yards - Boilermaker Shops | 2012 | 100.00 | % | 100.00 | % | Washington, D.C. | Buzz Bakery; Willie’s Brew & Que; Well’s Cleaners; Bluejacket Brewery | 39,000 |
| 39,000 |
| 39,000 |
| 39,000 |
|
The Yards - Lumber Shed (Under Construction) | 2013 | 100.00 | % | 100.00 | % | Washington, D.C. | Forest City Enterprises, Inc.; Osteria Morini; Agua 301 | 32,000 |
| 32,000 |
| 32,000 |
| 32,000 |
|
The Yards - Twelve12 (Under Construction) | 2014 | 100.00 | % | 100.00 | % | Washington, D.C. | Harris Teeter Grocery; Vida Fitness | 88,000 |
| 88,000 |
| 88,000 |
| 88,000 |
|
Town Center (East 29th Avenue) | 2004 | 90.00 | % | 90.00 | % | Denver, CO | King Soopers; Walgreen’s; Casey’s Pub; Chipotle; SDC Services Corp.; Exempla, Inc. | 181,000 |
| 163,000 |
| 98,000 |
| 88,000 |
|
Consolidated Specialty Retail Centers Subtotal | 1,733,000 |
| 1,715,000 |
| 1,650,000 |
| 1,640,000 |
|
Consolidated Retail Centers Total | 15,405,000 |
| 15,107,000 |
| 9,039,000 |
| 8,863,000 |
|
| | | | | | | |
Real Estate Portfolio as of January 31, 2013 - Commercial Group - Retail Centers (continued)
|
| | | | | | | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Major Tenants/Anchors | Total Square Feet | Total Square Feet at Pro- Rata % | Gross Leasable Area | Gross Leasable Area at Pro- Rata % |
Unconsolidated Regional Malls | | | | | | | |
Boulevard Mall | 1996/2000 | 50.00 | % | 50.00 | % | Amherst, NY | JCPenney; Macy’s; Sears; Michael’s | 912,000 |
| 456,000 |
| 336,000 |
| 168,000 |
|
Charleston Town Center | 1983 | 50.00 | % | 50.00 | % | Charleston, WV | Macy’s; JCPenney; Sears; Brickstreet Insurance | 892,000 |
| 446,000 |
| 358,000 |
| 179,000 |
|
Mall at Stonecrest | 2001 | 51.00 | % | 51.00 | % | Atlanta, GA | Kohl’s; Sears; JCPenney; Dillard’s; AMC Theatres; Macy’s | 1,226,000 |
| 625,000 |
| 397,000 |
| 202,000 |
|
San Francisco Centre | 2006 | 50.00 | % | 50.00 | % | San Francisco, CA | Nordstrom; Bloomingdale’s; Century Theaters; San Francisco State University; Microsoft | 1,462,000 |
| 731,000 |
| 788,000 |
| 394,000 |
|
Unconsolidated Regional Malls Subtotal | 4,492,000 |
| 2,258,000 |
| 1,879,000 |
| 943,000 |
|
Unconsolidated Specialty Retail Centers | | | | | | | |
42nd Street | 1999 | 51.00 | % | 51.00 | % | Manhattan, NY | AMC Theatres; Madame Tussaud’s Wax Museum; Modell's; Dave & Buster’s; Famous Dave’s BBQ; Ripley’s Believe It or Not! | 309,000 |
| 158,000 |
| 309,000 |
| 158,000 |
|
Atlantic Center | 1996 | 51.00 | % | 51.00 | % | Brooklyn, NY | Pathmark; OfficeMax; Old Navy; Marshall’s; NYC - Dept of Motor Vehicles; Best Buy | 395,000 |
| 201,000 |
| 395,000 |
| 201,000 |
|
Atlantic Terminal | 2004 | 51.00 | % | 51.00 | % | Brooklyn, NY | Target; Designer Shoe Warehouse; Chuck E. Cheese’s; Guitar Center | 371,000 |
| 189,000 |
| 371,000 |
| 189,000 |
|
Bruckner Boulevard | 1996 | 51.00 | % | 51.00 | % | Bronx, NY | Conway; Old Navy; Marshall's | 113,000 |
| 58,000 |
| 113,000 |
| 58,000 |
|
Columbia Park Center | 1999 | 38.25 | % | 38.25 | % | North Bergen, NJ | Shop Rite; Old Navy; Staples; Ballys; Shopper’s World; Phoenix Theatres | 351,000 |
| 134,000 |
| 351,000 |
| 134,000 |
|
Court Street | 2000 | 51.00 | % | 51.00 | % | Brooklyn, NY | United Artists Theatres; Barnes & Noble | 102,000 |
| 52,000 |
| 102,000 |
| 52,000 |
|
Eastchester | 2000 | 51.00 | % | 51.00 | % | Bronx, NY | Pathmark | 63,000 |
| 32,000 |
| 63,000 |
| 32,000 |
|
East River Plaza | 2009/2010 | 35.00 | % | 50.00 | % | Manhattan, NY | Costco; Target; Aldi; Marshall’s; PetSmart; Bob’s Furniture; Old Navy | 527,000 |
| 264,000 |
| 527,000 |
| 264,000 |
|
Forest Avenue | 2000 | 51.00 | % | 51.00 | % | Staten Island, NY | United Artists Theatres | 70,000 |
| 36,000 |
| 70,000 |
| 36,000 |
|
Golden Gate | 1958 | 50.00 | % | 50.00 | % | Mayfield Heights, OH | OfficeMax; JoAnn Fabrics; Marshall’s; World Market; HH Gregg; PetSmart | 361,000 |
| 181,000 |
| 361,000 |
| 181,000 |
|
Gun Hill Road | 1997 | 51.00 | % | 51.00 | % | Bronx, NY | Home Depot; Chuck E. Cheese’s | 147,000 |
| 75,000 |
| 147,000 |
| 75,000 |
|
Harlem Center | 2002 | 51.00 | % | 51.00 | % | Manhattan, NY | Marshall’s; CVS/Pharmacy; Staples; H&M; Planet Fitness | 126,000 |
| 64,000 |
| 126,000 |
| 64,000 |
|
Kaufman Studios | 1999 | 51.00 | % | 51.00 | % | Queens, NY | United Artists Theatres | 84,000 |
| 43,000 |
| 84,000 |
| 43,000 |
|
Marketplace at Riverpark | 1996 | 50.00 | % | 50.00 | % | Fresno, CA | JCPenney; Best Buy; Marshall’s; OfficeMax; Old Navy; Target; Sports Authority | 471,000 |
| 236,000 |
| 296,000 |
| 148,000 |
|
Northern Boulevard | 1997 | 51.00 | % | 51.00 | % | Queens, NY | Stop & Shop; Marshall’s; Old Navy; AJ Wright; Guitar Center | 218,000 |
| 111,000 |
| 218,000 |
| 111,000 |
|
Plaza at Robinson Town Center | 1989 | 50.00 | % | 50.00 | % | Pittsburgh, PA | T.J. Maxx; Marshall’s; IKEA; Value City; JoAnn Fabrics; HomeGoods | 507,000 |
| 254,000 |
| 507,000 |
| 254,000 |
|
Queens Place | 2001 | 51.00 | % | 51.00 | % | Queens, NY | Target; Best Buy; Designer Shoe Warehouse; Macy’s Furniture | 455,000 |
| 232,000 |
| 221,000 |
| 113,000 |
|
Richmond Avenue | 1998 | 51.00 | % | 51.00 | % | Staten Island, NY | Staples; Dick’s Sporting Goods | 76,000 |
| 39,000 |
| 76,000 |
| 39,000 |
|
Unconsolidated Specialty Retail Centers Subtotal | 4,746,000 |
| 2,359,000 |
| 4,337,000 |
| 2,152,000 |
|
Unconsolidated Retail Centers Total | 9,238,000 |
| 4,617,000 |
| 6,216,000 |
| 3,095,000 |
|
Total Retail Centers at January 31, 2013 | 24,643,000 |
| 19,724,000 |
| 15,255,000 |
| 11,958,000 |
|
Total Retail Centers at January 31, 2012 | 26,533,000 |
| 21,020,000 |
| 16,074,000 |
| 12,393,000 |
|
Real Estate Portfolio as of January 31, 2013
COMMERCIAL GROUP - HOTELS
|
| | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Rooms | Hotel Rooms at Pro-Rata % |
Consolidated Hotels | | | | | | |
Sheraton Station Square | 1998/2001 | 100.00 | % | 100.00 | % | Pittsburgh, PA | 399 |
| 399 |
|
Unconsolidated Hotels | | | | | | |
Westin Convention Center | 1986 | 50.00 | % | 50.00 | % | Pittsburgh, PA | 616 |
| 308 |
|
Total Hotel Rooms at January 31, 2013 | 1,015 |
| 707 |
|
Total Hotel Rooms at January 31, 2012 | 1,015 |
| 707 |
|
COMMERCIAL GROUP - ARENA |
| | | | | | | | | | | | | | | |
| | | | | Major Tenants | Total Square Feet | Total Square Feet at Pro- Rata % | Est. Seating Capacity for NBA Basketball Event | Est. Seating Capacity for NHL Hockey Event |
Barclays Center | 2012 | 34.01 | % | 34.01 | % | Brooklyn, NY | The Brooklyn Nets (NBA Team); The NY Islanders (NHL Team, 2015-16 season) | 670,000 |
| 228,000 |
| 18,000 |
| 14,500 |
|
Real Estate Portfolio as of January 31, 2013 - Residential Group - Apartments
|
| | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Leasable Units (3) | Leasable Units at Pro-Rata % (3) |
Consolidated Apartment Communities | | | | | | |
100 Landsdowne Street | 2005 | 100.00 | % | 100.00 | % | Cambridge, MA | 203 |
| 203 |
|
1251 S. Michigan | 2006 | 0.01 | % | 100.00 | % | Chicago, IL | 91 |
| 91 |
|
American Cigar Company | 2000 | 100.00 | % | 100.00 | % | Richmond, VA | 171 |
| 171 |
|
Ashton Mill | 2005 | 100.00 | % | 100.00 | % | Cumberland, RI | 193 |
| 193 |
|
^ Aster Northfield (Under Construction) | 2013-2014 | 90.00 | % | 90.00 | % | Denver, CO | 352 |
| 317 |
|
Botanica Eastbridge | 2012 | 90.00 | % | 90.00 | % | Denver, CO | 118 |
| 106 |
|
Brooklyn Atlantic Yards - B2 BKLYN (Under Construction) | 2014 | 100.00 | % | 100.00 | % | Brooklyn, NY | 363 |
| 363 |
|
Brookview Place | 1979 | 12.70 | % | 100.00 | % | Dayton, OH | 232 |
| 232 |
|
Cameron Kinney | 2007 | 100.00 | % | 100.00 | % | Richmond, VA | 259 |
| 259 |
|
Cedar Place | 1974 | 2.98 | % | 100.00 | % | Lansing, MI | 220 |
| 220 |
|
Consolidated-Carolina | 2003 | 89.99 | % | 100.00 | % | Richmond, VA | 158 |
| 158 |
|
Continental Building (Under Construction) | 2013 | 100.00 | % | 100.00 | % | Dallas, TX | 203 |
| 203 |
|
Cutter’s Ridge at Tobacco Row | 2006 | 100.00 | % | 100.00 | % | Richmond, VA | 12 |
| 12 |
|
Drake | 1998 | 95.05 | % | 95.05 | % | Philadelphia, PA | 284 |
| 270 |
|
Easthaven at the Village | 1994/1995 | 100.00 | % | 100.00 | % | Beachwood, OH | 360 |
| 360 |
|
Foundry Lofts | 2011 | 80.02 | % | 100.00 | % | Washington, D.C. | 170 |
| 170 |
|
Grand Lowry Lofts | 2000 | 100.00 | % | 100.00 | % | Denver, CO | 261 |
| 261 |
|
Hamel Mill Lofts | 2008-2010 | 90.00 | % | 100.00 | % | Haverhill, MA | 305 |
| 305 |
|
Heritage | 2002 | 100.00 | % | 100.00 | % | San Diego, CA | 230 |
| 230 |
|
Hummingbird Pointe (formerly Parmatown Towers and Gardens) | 1972-1973 | 100.00 | % | 100.00 | % | Parma, OH | 406 |
| 406 |
|
Independence Place I | 1973 | 50.00 | % | 50.00 | % | Parma Heights, OH | 202 |
| 101 |
|
Independence Place II | 2003 | 100.00 | % | 100.00 | % | Parma Heights, OH | 201 |
| 201 |
|
Kennedy Biscuit Lofts | 1990 | 3.00 | % | 100.00 | % | Cambridge, MA | 142 |
| 142 |
|
Knolls | 1995 | 100.00 | % | 100.00 | % | Orange, CA | 260 |
| 260 |
|
Lofts 23 | 2005 | 100.00 | % | 100.00 | % | Cambridge, MA | 51 |
| 51 |
|
Lofts at 1835 Arch | 2001 | 95.05 | % | 95.05 | % | Philadelphia, PA | 191 |
| 182 |
|
Lucky Strike | 2008 | 88.98 | % | 100.00 | % | Richmond, VA | 131 |
| 131 |
|
Mercantile Place on Main | 2008 | 100.00 | % | 100.00 | % | Dallas, TX | 366 |
| 366 |
|
Metro 417 | 2005 | 100.00 | % | 100.00 | % | Los Angeles, CA | 277 |
| 277 |
|
Metropolitan | 1989 | 100.00 | % | 100.00 | % | Los Angeles, CA | 270 |
| 270 |
|
Midtown Towers | 1969 | 100.00 | % | 100.00 | % | Parma, OH | 635 |
| 635 |
|
Millender Center (sold in March 2013) | 1985 | 6.85 | % | 90.69 | % | Detroit, MI | 339 |
| 307 |
|
Museum Towers | 1997 | 100.00 | % | 100.00 | % | Philadelphia, PA | 286 |
| 286 |
|
North Church Towers | 2009 | 100.00 | % | 100.00 | % | Parma Heights, OH | 399 |
| 399 |
|
One Franklintown | 1988 | 100.00 | % | 100.00 | % | Philadelphia, PA | 335 |
| 335 |
|
Pavilion | 1992 | 95.00 | % | 95.00 | % | Chicago, IL | 1,114 |
| 1,058 |
|
Perrytown Place | 1973 | 8.12 | % | 100.00 | % | Pittsburgh, PA | 231 |
| 231 |
|
Presidio Landmark | 2010 | 1.00 | % | 100.00 | % | San Francisco, CA | 161 |
| 161 |
|
Real Estate Portfolio as of January 31, 2013 - Residential Group - Apartments (continued)
|
| | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Leasable Units (3) | Leasable Units at Pro-Rata % (3) |
Consolidated Apartment Communities (continued) | | | | | | |
Queenswood | 1990 | 93.36 | % | 93.36 | % | Corona, NY | 296 |
| 276 |
|
Sky55 | 2006 | 100.00 | % | 100.00 | % | Chicago, IL | 411 |
| 411 |
|
^ Stratford Avenue (Under Construction) | 2013 | 100.00 | % | 100.00 | % | Fairfield, CT | 128 |
| 128 |
|
The Aster Town Center | 2012 | 90.00 | % | 90.00 | % | Denver, CO | 85 |
| 77 |
|
The Yards - Twelve12 (Under Construction) | 2014 | 80.02 | % | 100.00 | % | Washington, D.C. | 218 |
| 218 |
|
Town Center (Botanica on the Green & Crescent Flats) | 2004/2007 | 90.00 | % | 90.00 | % | Denver, CO | 298 |
| 268 |
|
^ West Village (Under Construction) | 2014-2015 | 100.00 | % | 100.00 | % | Dallas, TX | 381 |
| 381 |
|
Wilson Building | 2007 | 100.00 | % | 100.00 | % | Dallas, TX | 135 |
| 135 |
|
Consolidated Apartment Communities Subtotal | 12,134 |
| 11,817 |
|
Consolidated Supported-Living Apartments | | | | | | |
Forest Trace | 2000 | 100.00 | % | 100.00 | % | Lauderhill, FL | 322 |
| 322 |
|
Consolidated Apartments Total | 12,456 |
| 12,139 |
|
Real Estate Portfolio as of January 31, 2013 - Residential Group - Apartments (continued)
|
| | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Leasable Units (3) | Leasable Units at Pro-Rata % (3) |
Unconsolidated Apartment Communities | | | | | | |
120 Kingston (Under Construction) | 2014 | 50.00 | % | 50.00 | % | Boston, MA | 240 |
| 120 |
|
8 Spruce Street | 2011/2012 | 18.21 | % | 26.01 | % | Manhattan, NY | 899 |
| 234 |
|
Arbor Glen | 2001-2007 | 50.00 | % | 50.00 | % | Twinsburg, OH | 288 |
| 144 |
|
Barrington Place | 2008 | 49.00 | % | 49.00 | % | Raleigh, NC | 274 |
| 134 |
|
Bayside Village | 1988-1989 | 50.00 | % | 50.00 | % | San Francisco, CA | 862 |
| 431 |
|
Big Creek | 1996-2001 | 50.00 | % | 50.00 | % | Parma Heights, OH | 516 |
| 258 |
|
Camelot | 1967 | 50.00 | % | 50.00 | % | Parma Heights, OH | 151 |
| 76 |
|
Cherry Tree | 1996-2000 | 50.00 | % | 50.00 | % | Strongsville, OH | 442 |
| 221 |
|
Chestnut Lake | 1969 | 50.00 | % | 50.00 | % | Strongsville, OH | 789 |
| 395 |
|
Cobblestone Court Apartments | 2006-2009 | 50.00 | % | 50.00 | % | Painesville, OH | 400 |
| 200 |
|
Colonial Grand | 2003 | 50.00 | % | 50.00 | % | Tampa, FL | 176 |
| 88 |
|
Coppertree | 1998 | 50.00 | % | 50.00 | % | Mayfield Heights, OH | 342 |
| 171 |
|
Deer Run | 1987-1990 | 46.00 | % | 46.00 | % | Twinsburg, OH | 562 |
| 259 |
|
DKLB BKLN | 2009/2010 | 40.80 | % | 51.00 | % | Brooklyn, NY | 365 |
| 186 |
|
Eaton Ridge | 2002-2004 | 50.00 | % | 50.00 | % | Sagamore Hills, OH | 260 |
| 130 |
|
Fenimore Court | 1982 | 9.48 | % | 50.00 | % | Detroit, MI | 144 |
| 72 |
|
Fort Lincoln II | 1979 | 45.00 | % | 45.00 | % | Washington, D.C. | 176 |
| 79 |
|
Fort Lincoln III & IV | 1981 | 24.90 | % | 24.90 | % | Washington, D.C. | 306 |
| 76 |
|
Grand | 1999 | 42.75 | % | 42.75 | % | North Bethesda, MD | 549 |
| 235 |
|
Hamptons | 1969 | 50.00 | % | 50.00 | % | Beachwood, OH | 651 |
| 326 |
|
Hunter’s Hollow | 1990 | 50.00 | % | 50.00 | % | Strongsville, OH | 208 |
| 104 |
|
Legacy Arboretum | 2008 | 49.00 | % | 49.00 | % | Charlotte, NC | 266 |
| 130 |
|
Legacy Crossroads | 2008-2009 | 50.00 | % | 50.00 | % | Cary, NC | 344 |
| 172 |
|
Lenox Club | 1991 | 47.50 | % | 47.50 | % | Arlington, VA | 385 |
| 183 |
|
Lenox Park | 1992 | 47.50 | % | 47.50 | % | Silver Spring, MD | 406 |
| 193 |
|
Liberty Hills | 1979-1986 | 50.00 | % | 50.00 | % | Solon, OH | 396 |
| 198 |
|
Newport Landing | 2002-2005 | 50.00 | % | 50.00 | % | Coventry Township, OH | 336 |
| 168 |
|
Noble Towers | 1979 | 50.00 | % | 50.00 | % | Pittsburgh, PA | 133 |
| 67 |
|
Parkwood Village | 2001-2002 | 50.00 | % | 50.00 | % | Brunswick, OH | 204 |
| 102 |
|
Pine Ridge Valley | 1967-1974, 2005-2007 | 50.00 | % | 50.00 | % | Willoughby Hills, OH | 1,309 |
| 655 |
|
Residences at University Park | 2002 | 40.00 | % | 40.00 | % | Cambridge, MA | 135 |
| 54 |
|
Settler’s Landing at Greentree | 2000-2004 | 50.00 | % | 50.00 | % | Streetsboro, OH | 408 |
| 204 |
|
Stratford Crossing | 2007-2010 | 50.00 | % | 50.00 | % | Wadsworth, OH | 348 |
| 174 |
|
Surfside Towers | 1970 | 50.00 | % | 50.00 | % | Eastlake, OH | 246 |
| 123 |
|
Sutton Landing | 2007-2009 | 50.00 | % | 50.00 | % | Brimfield, OH | 216 |
| 108 |
|
Tamarac | 1990-2001 | 50.00 | % | 50.00 | % | Willoughby, OH | 642 |
| 321 |
|
Uptown Apartments | 2008 | 50.00 | % | 50.00 | % | Oakland, CA | 665 |
| 333 |
|
Real Estate Portfolio as of January 31, 2013 - Residential Group - Apartments (continued)
|
| | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Leasable Units (3) | Leasable Units at Pro-Rata % (3) |
Unconsolidated Apartment Communities (continued) | | | | | | |
Westwood Reserve | 2002 | 50.00 | % | 50.00 | % | Tampa, FL | 340 |
| 170 |
|
Woodgate / Evergreen Farms | 2004-2006 | 33.33 | % | 33.33 | % | Olmsted Township, OH | 348 |
| 116 |
|
Worth Street | 2003 | 50.00 | % | 50.00 | % | Manhattan, NY | 330 |
| 165 |
|
Unconsolidated Apartment Communities Subtotal | 16,057 |
| 7,575 |
|
Unconsolidated Senior Housing Apartments | | | | | |
Autumn Ridge | 2002 | 100.00 | % | 100.00 | % | Sterling Heights, MI | 251 |
| 251 |
|
Bowin | 1998 | 95.05 | % | 95.05 | % | Detroit, MI | 193 |
| 183 |
|
Brookpark Place | 1976 | 100.00 | % | 100.00 | % | Wheeling, WV | 152 |
| 152 |
|
Buckeye Towers | 1976 | 12.14 | % | 12.14 | % | New Boston, OH | 120 |
| 15 |
|
Burton Place | 2000 | 90.00 | % | 90.00 | % | Burton, MI | 200 |
| 180 |
|
Cambridge Towers | 2002 | 100.00 | % | 100.00 | % | Detroit, MI | 250 |
| 250 |
|
Canton Towers | 1978 | 12.14 | % | 12.14 | % | Canton, OH | 199 |
| 24 |
|
Carl D. Perkins | 2002 | 100.00 | % | 100.00 | % | Pikeville, KY | 150 |
| 150 |
|
Connellsville Towers | 1981 | 11.23 | % | 11.23 | % | Connellsville, PA | 111 |
| 12 |
|
Coraopolis Towers | 2002 | 80.00 | % | 80.00 | % | Coraopolis, PA | 200 |
| 160 |
|
Donora Towers | 2002 | 100.00 | % | 100.00 | % | Donora, PA | 103 |
| 103 |
|
Farmington Place | 1980 | 100.00 | % | 100.00 | % | Farmington, MI | 153 |
| 153 |
|
Frenchtown Place | 1975 | 8.12 | % | 100.00 | % | Monroe, MI | 151 |
| 151 |
|
Glendora Gardens | 1983 | 1.99 | % | 45.51 | % | Glendora, CA | 105 |
| 48 |
|
Grove | 2003 | 100.00 | % | 100.00 | % | Ontario, CA | 101 |
| 101 |
|
Lakeland | 1998 | 95.10 | % | 95.10 | % | Waterford, MI | 200 |
| 190 |
|
Lima Towers | 1977 | 12.14 | % | 12.14 | % | Lima, OH | 200 |
| 24 |
|
Miramar Towers | 1980 | 7.98 | % | 100.00 | % | Los Angeles, CA | 157 |
| 157 |
|
North Port Village | 1981 | 30.60 | % | 30.60 | % | Port Huron, MI | 251 |
| 77 |
|
Nu Ken Tower (Citizen’s Plaza) | 1981 | 8.84 | % | 50.00 | % | New Kensington, PA | 101 |
| 51 |
|
Oceanpointe Towers | 1980 | 7.98 | % | 100.00 | % | Long Branch, NJ | 151 |
| 151 |
|
Panorama Towers | 1978 | 99.00 | % | 99.00 | % | Panorama City, CA | 154 |
| 152 |
|
Park Place Towers | 1975 | 21.79 | % | 100.00 | % | Mt. Clemens, MI | 187 |
| 187 |
|
Pine Grove Manor | 1973 | 14.61 | % | 100.00 | % | Muskegon Township, MI | 172 |
| 172 |
|
Plymouth Square | 2003 | 100.00 | % | 100.00 | % | Detroit, MI | 280 |
| 280 |
|
Potomac Heights Village | 1981 | 7.98 | % | 100.00 | % | Keyser, WV | 141 |
| 141 |
|
Riverside Towers | 1977 | 9.64 | % | 100.00 | % | Coshocton, OH | 100 |
| 100 |
|
Shippan Avenue | 1980 | 100.00 | % | 100.00 | % | Stamford, CT | 148 |
| 148 |
|
St. Mary’s Villa | 2002 | 40.07 | % | 40.07 | % | Newark, NJ | 360 |
| 144 |
|
The Springs | 1981 | 7.98 | % | 100.00 | % | La Mesa, CA | 129 |
| 129 |
|
Tower 43 | 2002 | 100.00 | % | 100.00 | % | Kent, OH | 101 |
| 101 |
|
| | | | | | |
Real Estate Portfolio as of January 31, 2013 - Residential Group - Apartments (continued)
|
| | | | | | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Leasable Units (3) | Leasable Units at Pro-Rata % (3) |
Unconsolidated Senior Housing Apartments (continued) | | | | | |
Towne Centre Place | 1975 | 8.80 | % | 100.00 | % | Ypsilanti, MI | 170 |
| 170 |
|
Village Center | 1983 | 100.00 | % | 100.00 | % | Detroit, MI | 254 |
| 254 |
|
Village Square | 1978 | 100.00 | % | 100.00 | % | Williamsville, NY | 100 |
| 100 |
|
Ziegler Place | 1978 | 100.00 | % | 100.00 | % | Livonia, MI | 141 |
| 141 |
|
Unconsolidated Senior Housing Apartments Subtotal | 5,936 |
| 4,802 |
|
Unconsolidated Apartments Total | 21,993 |
| 12,377 |
|
Combined Apartments Total | 34,449 |
| 24,516 |
|
Federally Subsidized Housing (Total of 5 Buildings) | 741 |
| |
Total Apartment Units at January 31, 2013 | 35,190 |
| |
Total Apartment Units at January 31, 2012 | 34,225 |
| |
Real Estate Portfolio as of January 31, 2013 - Residential Group - Military Housing
|
| | | | | | |
Name | Date of Opening/ Acquisition/ Expansion | Legal Ownership (1) | Pro-Rata Ownership (2) | Location | Leasable Units (3) |
Unconsolidated Military Housing^ | | | | | |
Air Force Academy | 2007-2011 | 50.00% | 50.00% | Colorado Springs, CO | 427 |
|
Hawaii Phase IV (Under Construction) | 2007-2014 | 1.00% | ^^ | Kaneohe, HI | 1,141 |
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Marines, Hawaii Increment II | 2007-2011 | 1.00% | ^^ | Honolulu, HI | 1,175 |
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Midwest Millington | 2008-2011 | 1.00% | ^^ | Memphis, TN | 318 |
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Navy, Hawaii Increment III | 2007-2011 | 1.00% | ^^ | Honolulu, HI | 2,520 |
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Navy Midwest | 2006-2011 | 1.00% | ^^ | Chicago, IL | 1,401 |
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Ohana Military Communities, Hawaii Increment I | 2005-2008 | 1.00% | ^^ | Honolulu, HI | 1,952 |
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Pacific Northwest Communities | 2007-2011 | 20.00% | ^^ | Seattle, WA | 2,985 |
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Southern Group: | | | | | |
Arnold Air Force Base (Under Construction) | 2011-2013 | 100.00% | ^^^ | Tullahoma, TN | 22 |
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Joint Base Charleston (Under Construction) | 2011-2013 | 100.00% | ^^^ | Charleston, SC | 345 |
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Keesler Air Force Base | 2011-2012 | 100.00% | ^^^ | Biloxi, MS | 1,188 |
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Shaw Air Force Base (Under Construction) | 2011-2015 | 100.00% | ^^^ | Sumter, SC | 630 |
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Unconsolidated Military Housing Total | 14,104 |
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Total Military Housing Units at January 31, 2013 | 14,104 |
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Total Military Housing Units at January 31, 2012 | 14,104 |
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(1) | Represents our actual equity ownership in the underlying property. |
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(2) | Represents the percentage of income or loss allocation expected to be received during the reporting period based on the entities capital structure. Amounts differ from legal ownership due to various scenarios, including but not limited to our right to preferred returns on our initial or disproportionate equity fundings, various tax credits and tax related structures. |
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(3) | Represents 100% of the leasable units in the apartment community. Leasable units at Pro-Rata % represents the total leasable units multiplied by the Pro-Rata ownership percent. |
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^ | Property to open in phases . |
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^^ | Our share of residual cash flow ranges from 0-20% during the life cycle of the project. |
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^^^ | We do not share in any cash flow from operations . However, we are entitled to the return of our equity at the end of the 50-year lease term. |