Forest City Enterprises, Inc.
Supplemental Package
Three Months Ended April 30, 2010 and 2009
Forest City Enterprises, Inc. and Subsidiaries
Three Months Ended April 30, 2010 and 2009
Supplemental Package
NYSE: FCEA, FCEB
Index
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Corporate Overview | | | 2-3 | |
| | | | |
Selected Financial Information | | | | |
Forest City Enterprises, Inc. | | | | |
Consolidated Balance Sheet Information | | | 4-7 | |
Consolidated Earnings Information | | | 8-9 | |
| | | | |
Supplemental Operating Information | | | | |
Occupancy Data | | | 10 | |
Comparable Net Operating Income (NOI) | | | 11 | |
Comparable NOI Detail | | | 12 | |
NOI By Product Type | | | 13 | |
NOI By Core Market | | | 14 | |
Reconciliation of NOI to Net Loss | | | 15 | |
Results of Operations Discussion | | | 16-17 | |
EBDT Bridge | | | 18 | |
Reconciliation of Net Loss to EBDT | | | 19-20 | |
Schedules of Lease Expirations | | | 21-22 | |
Schedules of Significant Tenants | | | 23-24 | |
Development Pipeline | | | 25-28 | |
| | | | |
Supplemental Financial Information | | | | |
Projects under Development Debt and Non-Recourse Debt | | | 29 | |
Scheduled Maturities Table | | | 30-31 | |
Upcoming Maturities Summary | | | 32 | |
Investments in and Advances to Affiliates | | | 33-35 | |
Real Estate Activity | | | 36-39 | |
Summary of EBDT | | | 40-45 | |
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, 2010 and other factors that might cause differences, some of which could be material, include, but are not limited to, the impact of current lending and capital market conditions on our liquidity, ability to finance or refinance projects and repay our debt, the impact of the current economic environment on the ownership, development and management of our real estate portfolio, general real estate investment and development risks, vacancies in our properties, further downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts, risks associated with an investment in a professional sports team, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, volatility in the market price of our publicly traded securities, litigation risks, 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.
1
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information
Corporate Overview
We principally engage in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. We operate through three strategic business units and five reportable segments. TheCommercial 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. TheResidential Groupowns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments and adaptive re-use developments. Additionally, the Residential Group develops for-sale condominium projects and also owns interests in entities that develop and manage military family housing. TheLand Development Groupacquires 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.Real Estate Groupsare the combined Commercial, Residential and Land Development Groups.Corporate Activitiesand theNets, a member of the National Basketball Association (“NBA”) in which we account for our investment on the equity method of accounting, are other reportable segments of the Company.
We have approximately $11.5 billion of assets in 27 states and the District of Columbia at April 30, 2010. Our core markets include Boston, the state of California, Chicago, Denver, New York City/Philadelphia metropolitan area and the Greater Washington, D.C./Baltimore metropolitan area. As a result of an ongoing effort to increase property concentration in the core markets, these markets now account for approximately 77 percent of the cost of our real estate portfolio at April 30, 2010. We have offices in Albuquerque, Boston, Chicago, Denver, London (England), Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.
SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION
We recommend that this supplemental package be read in conjunction with our Form 10-Q for the three months ended April 30, 2010. 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 use 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. The non-GAAP financial measures presented under the pro-rata consolidation method, comparable net operating income (“NOI”) and EBDT, 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%. Effective February 1, 2010, we adopted new accounting guidance on consolidation of VIEs that changes the approach on evaluating VIEs for consolidation. The impact of the new GAAP guidance was to consolidate one previously unconsolidated entity and deconsolidate a total of nine previously consolidated entities. The new guidance does not impact pro-rata consolidation. 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 non-consolidated properties in our supplemental package for the year ended January 31, 2010 on pages 58-68.
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 is 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 to Funds From Operations (“FFO”), a measure of performance used by publicly traded Real Estate Investment Trusts (“REITs”), but may not be directly comparable to similarly titled measures reported by other companies. For additional discussion of EBDT as well as a reconciliation of net loss to EBDT see pages 17-20.
2
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information
Supplemental Operating Information
The operating information contained in this document includes: occupancy data, comparable NOI, NOI by product type and core market, reconciliation of NOI to net earnings (loss), results of operations discussion, EBDT bridge, reconciliation of net loss to 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 ended April 30, 2010 and 2009.
We believe occupancy rates, retail and office lease expirations, base rent, and significant retail and office tenant listings 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, along with EBDT (as discussed on page 17), is used to assess operating performance and resource allocation of 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 our overall performance from quarter-to-quarter and year-to-year. A reconciliation of NOI to net loss, the most comparable financial measure calculated in accordance with GAAP and a reconciliation of NOI to net earnings (loss) for each strategic business unit are provided on page 15 and 40-45 of this document. A reconciliation from NOI to comparable NOI can be found on pages 11-12.
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, 2010, as amended on Form 10-K/A filed April 28, 2010 can be found on our website under SEC Filings or may be obtained without charge upon written request to:
Thomas T. Kmiecik
Assistant Treasurer
tomkmiecik@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
Stock Exchange Listing
NYSE: FCEA and FCEB
Dividend Reinvestment and Stock Purchase Plan
We offer our shareholders the opportunity to purchase additional shares of common stock through the Forest City Enterprises, Inc. Dividend Reinvestment and Stock Purchase Plan (the “Plan”) at 97% of current market value. You may obtain a copy of the Plan prospectus and an enrollment card by contacting Wells Fargo Shareowner Services at (800) 468-9716 or by visiting www.shareowneronline.com.
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Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
As discussed earlier, we present certain financial amounts under the pro-rata consolidation method (a non-GAAP measure). This information is useful to our investors because we believe that it more accurately reflects the manner in which we operate our business. This is because, in line with industry practice, we have a large number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. The tables below present amounts for both full consolidation, a GAAP measure, and pro-rata consolidation, providing a reconciliation of the difference between the two methods. Under the pro-rata consolidation method, we present our partnership investments proportionate to our share of ownership for each line item of our consolidated financial statements. Under full consolidation, partnership assets and liabilities are reported as consolidated at 100% if deemed to be under our control or if we are deemed to be the primary beneficiary for our investments in a VIE. Partnership assets and liabilities are reported on the equity or cost method of accounting if we do not have control, or, in the case of investments in VIEs, we are not deemed the primary beneficiary.
Consolidated Balance Sheet Information – April 30, 2010 (Unaudited)
| | | | | | | | | | | | | | | | |
|
| | | | | | | | | | Plus | | | | |
| | Full | | | Less | | | Unconsolidated | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | (Non-GAAP) | |
| | (in thousands) | |
Assets | | | | | | | | | | | | | | | | |
Real Estate | | | | | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | | | | | |
Residential | | $ | 1,570,040 | | | $ | 27,214 | | | $ | 818,075 | | | $ | 2,360,901 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 3,341,107 | | | | 108,275 | | | | 589,809 | | | | 3,822,641 | |
Office and other buildings | | | 3,305,162 | | | | 241,033 | | | | 363,889 | | | | 3,428,018 | |
Corporate and other equipment | | | 9,736 | | | | - | | | | 1 | | | | 9,737 | |
| | |
Total Completed rental properties | | | 8,226,045 | | | | 376,522 | | | | 1,771,774 | | | | 9,621,297 | |
| | | | | | | | | | | | | | | | |
Projects under development | | | | | | | | | | | | | | | | |
Under construction | | | | | | | | | | | | | | | | |
Residential | | | 770,048 | | | | 185,199 | | | | 9,618 | | | | 594,467 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 644,067 | | | | 3,148 | | | | 201,501 | | | | 842,420 | |
Office and other buildings(1) | | | 319,422 | | | | 221,845 | | | | 340 | | | | 97,917 | |
| | |
Subtotal Under construction | | | 1,733,537 | | | | 410,192 | | | | 211,459 | | | | 1,534,804 | |
Under development | | | | | | | | | | | | | | | | |
Residential | | | 121,846 | | | | - | | | | 8,027 | | | | 129,873 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 20,737 | | | | 101 | | | | 10,885 | | | | 31,521 | |
Office and other buildings(1) | | | 740,853 | | | | 257,495 | | | | 9,252 | | | | 492,610 | |
| | |
Subtotal Under development | | | 883,436 | | | | 257,596 | | | | 28,164 | | | | 654,004 | |
| | |
Total Projects under development | | | 2,616,973 | | | | 667,788 | | | | 239,623 | | | | 2,188,808 | |
Land held for development or sale . | | | 219,598 | | | | 11,829 | | | | 113,889 | | | | 321,658 | |
| | |
Total Real Estate | | | 11,062,616 | | | | 1,056,139 | | | | 2,125,286 | | | | 12,131,763 | |
Less accumulated depreciation | | | (1,511,479 | ) | | | (57,875 | ) | | | (393,460 | ) | | | (1,847,064 | ) |
| | |
Real Estate, net | | | 9,551,137 | | | | 998,264 | | | | 1,731,826 | | | | 10,284,699 | |
| | | | | | | | | | | | | | | | |
Cash and equivalents | | | 194,006 | | | | 9,559 | | | | 54,780 | | | | 239,227 | |
Restricted cash | | | 376,896 | | | | 91,587 | | | | 77,798 | | | | 363,107 | |
Notes and accounts receivable, net | | | 377,379 | | | | 13,328 | | | | 83,481 | | | | 447,532 | |
Investments in and advances to affiliates | | | 229,632 | | | | (240,941 | ) | | | (157,084 | ) | | | 313,489 | |
Lease and mortgage procurement costs, net | | | 406,449 | | | | 40,961 | | | | 30,870 | | | | 396,358 | |
Prepaid expenses and other deferred costs, net | | | 208,706 | | | | 20,247 | | | | 76,489 | | | | 264,948 | |
Intangible assets, net | | | 140,379 | | | | - | | | | 1,295 | | | | 141,674 | |
| | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 11,484,584 | | | $ | 933,005 | | | $ | 1,899,455 | | | $ | 12,451,034 | |
| | |
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Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – April 30, 2010 (Unaudited)
| | | | | | | | | | | | | | | | |
|
| | | | | | | | | | Plus | | | | |
| | Full | | | Less | | | Unconsolidated | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | (Non-GAAP) | |
| | | | | | (in thousands) | | | | | |
Liabilities and Equity | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Mortgage debt and notes payable, nonrecourse | | | | | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | | | | | |
Residential | | $ | 1,055,860 | | | $ | 19,339 | | | $ | 652,945 | | | $ | 1,689,466 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 2,484,914 | | | | 119,122 | | | | 496,699 | | | | 2,862,491 | |
Office and other buildings | | | 2,387,252 | | | | 213,145 | | | | 292,010 | | | | 2,466,117 | |
| | |
Total Completed rental properties | | | 5,928,026 | | | | 351,606 | | | | 1,441,654 | | | | 7,018,074 | |
| | | | | | | | | | | | | | | | |
Projects under development | | | | | | | | | | | | | | | | |
Under construction | | | | | | | | | | | | | | | | |
Residential | | | 510,048 | | | | 144,994 | | | | 35,917 | | | | 400,971 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 360,271 | | | | - | | | | 137,121 | | | | 497,392 | |
Office and other buildings(1) | | | 47,248 | | | | 30,973 | | | | - | | | | 16,275 | |
| | |
Subtotal Under construction | | | 917,567 | | | | 175,967 | | | | 173,038 | | | | 914,638 | |
Under development | | | | | | | | | | | | | | | | |
Residential | | | 3,938 | | | | - | | | | - | | | | 3,938 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | - | | | | - | | | | - | | | | - | |
Office and other buildings(1) | | | 263,174 | | | | 128,442 | | | | 36,292 | | | | 171,024 | |
| | |
Subtotal Under development | | | 267,112 | | | | 128,442 | | | | 36,292 | | | | 174,962 | |
| | |
Total Projects under development | | | 1,184,679 | | | | 304,409 | | | | 209,330 | | | | 1,089,600 | |
Land held for development or sale | | | 62,658 | | | | 4,305 | | | | 53,964 | | | | 112,317 | |
| | |
Total Mortgage debt and notes payable, nonrecourse | | | 7,175,363 | | | | 660,320 | | | | 1,704,948 | | | | 8,219,991 | |
Senior and subordinated debt | | | 901,104 | | | | - | | | | - | | | | 901,104 | |
Construction payables | | | 176,481 | | | | 26,566 | | | | 15,580 | | | | 165,495 | |
Accounts payable and accrued expenses | | | 1,174,878 | | | | 131,586 | | | | 178,927 | | | | 1,222,219 | |
Deferred income taxes | | | 424,120 | | | | - | | | | - | | | | 424,120 | |
| | |
Total Liabilities | | | 9,851,946 | | | | 818,472 | | | | 1,899,455 | | | | 10,932,929 | |
| | | | | | | | | | | | | | | | |
Equity | | | | | | | | | | | | | | | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | |
Shareholders’ equity before accumulated other comprehensive loss | | | 1,418,351 | | | | - | | | | - | | | | 1,418,351 | |
Accumulated other comprehensive loss | | | (86,267 | ) | | | - | | | | - | | | | (86,267 | ) |
| | |
Total Shareholders’ Equity | | | 1,332,084 | | | | - | | | | - | | | | 1,332,084 | |
| | | | | | | | | | | | | | | | |
Noncontrolling interest | | | 300,554 | | | | 114,533 | | | | - | | | | 186,021 | |
| | |
Total Equity | | | 1,632,638 | | | | 114,533 | | | | - | | | | 1,518,105 | |
| | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Equity | | $ | 11,484,584 | | | $ | 933,005 | | | $ | 1,899,455 | | | $ | 12,451,034 | |
| | |
| | |
(1) | | Barclays Center Arenaand the mixed-useAtlantic Yardsprojects are presented in “Office and other buildings.” |
5
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – January 31, 2010 (Unaudited)
| | | | | | | | | | | | | | | | |
|
| | | | | | | | | | Plus | | | | |
| | Full | | | Less | | | Unconsolidated | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | (Non-GAAP) | |
| | | | | | (in thousands) | | | | | |
Assets | | | | | | | | | | | | | | | | |
Real Estate | | | | | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | | | | | |
Residential | | $ | 1,740,394 | | | $ | 41,236 | | | $ | 688,409 | | | $ | 2,387,567 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 3,359,953 | | | | 120,351 | | | | 472,914 | | | | 3,712,516 | |
Office and other buildings | | | 3,369,719 | | | | 129,484 | | | | 207,127 | | | | 3,447,362 | |
Corporate and other equipment | | | 9,736 | | | | - | | | | 1 | | | | 9,737 | |
| | |
Total Completed rental properties | | | 8,479,802 | | | | 291,071 | | | | 1,368,451 | | | | 9,557,182 | |
| | | | | | | | | | | | | | | | |
Projects under development | | | | | | | | | | | | | | | | |
Under construction | | | | | | | | | | | | | | | | |
Residential | | | 787,203 | | | | 176,467 | | | | 8,307 | | | | 619,043 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 782,902 | | | | 67,826 | | | | 203,009 | | | | 918,085 | |
Office and other buildings(1) | | | 263,457 | | | | 132,156 | | | | 66,059 | | | | 197,360 | |
| | |
Subtotal Under construction | | | 1,833,562 | | | | 376,449 | | | | 277,375 | | | | 1,734,488 | |
Under development | | | | | | | | | | | | | | | | |
Residential | | | 120,715 | | | | - | | | | 7,965 | | | | 128,680 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 21,016 | | | | 101 | | | | 10,868 | | | | 31,783 | |
Office and other buildings(1) | | | 665,877 | | | | 223,569 | | | | 9,212 | | | | 451,520 | |
| | |
Subtotal Under development | | | 807,608 | | | | 223,670 | | | | 28,045 | | | | 611,983 | |
| | |
Total Projects under development | | | 2,641,170 | | | | 600,119 | | | | 305,420 | | | | 2,346,471 | |
Land held for development or sale | | | 219,807 | | | | 11,674 | | | | 116,863 | | | | 324,996 | |
| | |
Total Real Estate | | | 11,340,779 | | | | 902,864 | | | | 1,790,734 | | | | 12,228,649 | |
Less accumulated depreciation | | | (1,593,658 | ) | | | (57,756 | ) | | | (326,169 | ) | | | (1,862,071 | ) |
| | |
Real Estate, net | | | 9,747,121 | | | | 845,108 | | | | 1,464,565 | | | | 10,366,578 | |
| | | | | | | | | | | | | | | | |
Cash and equivalents | | | 251,405 | | | | 6,681 | | | | 30,280 | | | | 275,004 | |
Restricted cash | | | 427,921 | | | | 90,951 | | | | 68,406 | | | | 405,376 | |
Notes and accounts receivable, net | | | 388,536 | | | | 22,173 | | | | 71,203 | | | | 437,566 | |
Investments in and advances to affiliates | | | 265,343 | | | | (159,978 | ) | | | (65,246 | ) | | | 360,075 | |
Lease and mortgage procurement costs, net | | | 413,421 | | | | 32,271 | | | | 24,868 | | | | 406,018 | |
Prepaid expenses and other deferred costs, net | | | 279,735 | | | | 38,705 | | | | 46,138 | | | | 287,168 | |
Intangible assets, net | | | 143,229 | | | | - | | | | 1,310 | | | | 144,539 | |
| | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 11,916,711 | | | $ | 875,911 | | | $ | 1,641,524 | | | $ | 12,682,324 | |
| | |
6
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Balance Sheet Information – January 31, 2010 (Unaudited)
| | | | | | | | | | | | | | | | |
|
| | | | | | | | | | Plus | | | | |
| | Full | | | Less | | | Unconsolidated | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | (Non-GAAP) | |
| | | | | | (in thousands) | | | | | |
Liabilities and Equity | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Mortgage debt and notes payable, nonrecourse | | | | | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | | | | | |
Residential | | $ | 1,234,111 | | | $ | 33,596 | | | $ | 558,891 | | | $ | 1,759,406 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 2,511,424 | | | | 119,544 | | | | 437,825 | | | | 2,829,705 | |
Office and other buildings | | | 2,480,883 | | | | 100,267 | | | | 145,225 | | | | 2,525,841 | |
| | |
Total Completed rental properties | | | 6,226,418 | | | | 253,407 | | | | 1,141,941 | | | | 7,114,952 | |
| | | | | | | | | | | | | | | | |
Projects under development | | | | | | | | | | | | | | | | |
Under construction | | | | | | | | | | | | | | | | |
Residential | | | 499,952 | | | | 144,993 | | | | 35,242 | | | | 390,201 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | 440,450 | | | | 40,090 | | | | 178,935 | | | | 579,295 | |
Office and other buildings(1) | | | 190,990 | | | | 101,058 | | | | 1,574 | | | | 91,506 | |
| | |
Subtotal Under construction | | | 1,131,392 | | | | 286,141 | | | | 215,751 | | | | 1,061,002 | |
Under development | | | | | | | | | | | | | | | | |
Residential | | | 1,830 | | | | - | | | | - | | | | 1,830 | |
Commercial | | | | | | | | | | | | | | | | |
Retail centers | | | - | | | | - | | | | - | | | | - | |
Office and other buildings(1) | | | 195,849 | | | | 78,713 | | | | 61,148 | | | | 178,284 | |
| | |
Subtotal Under development | | | 197,679 | | | | 78,713 | | | | 61,148 | | | | 180,114 | |
| | |
Total Projects under development | | | 1,329,071 | | | | 364,854 | | | | 276,899 | | | | 1,241,116 | |
Land held for development or sale | | | 64,384 | | | | 4,348 | | | | 55,107 | | | | 115,143 | |
| | |
Total Mortgage debt and notes payable, nonrecourse | | | 7,619,873 | | | | 622,609 | | | | 1,473,947 | | | | 8,471,211 | |
Bank revolving credit facility | | | 83,516 | | | | - | | | | - | | | | 83,516 | |
Senior and subordinated debt | | | 1,076,424 | | | | - | | | | - | | | | 1,076,424 | |
Construction payables | | | 218,072 | | | | 26,666 | | | | 47,284 | | | | 238,690 | |
Accounts payable and accrued expenses | | | 976,616 | | | | 57,276 | | | | 121,126 | | | | 1,040,466 | |
Deferred income taxes | | | 437,370 | | | | - | | | | - | | | | 437,370 | |
| | |
Total Liabilities | | | 10,411,871 | | | | 706,551 | | | | 1,642,357 | | | | 11,347,677 | |
Equity | | | | | | | | | | | | | | | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | |
Shareholders’ equity before accumulated other comprehensive loss | | | 1,235,892 | | | | - | | | | - | | | | 1,235,892 | |
Accumulated other comprehensive loss | | | (87,266 | ) | | | - | | | | - | | | | (87,266 | ) |
| | |
Total Shareholders’ Equity | | | 1,148,626 | | | | - | | | | - | | | | 1,148,626 | |
| | | | | | | | | | | | | | | | |
Noncontrolling interest | | | 356,214 | | | | 169,360 | | | | (833 | ) | | | 186,021 | |
| | |
Total Equity | | | 1,504,840 | | | | 169,360 | | | | (833 | ) | | | 1,334,647 | |
| | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Equity | | $ | 11,916,711 | | | $ | 875,911 | | | $ | 1,641,524 | | | $ | 12,682,324 | |
| | |
| | |
(1) | | Barclays Center Arenaand the mixed-useAtlantic Yardsprojects are presented in “Office and other buildings.” |
7
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Three Months Ended April 30, 2010 (Unaudited)
| | | | | | | | | | | | | | | | |
| |
| | | | | | | | | | Plus | | | | |
| | Full | | | Less | | | Unconsolidated | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | (Non-GAAP) | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | |
Revenues from real estate operations | | $ | 281,719 | | | $ | 13,167 | | | $ | 87,539 | | | $ | 356,091 | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Operating expenses | | | 160,980 | | | | 6,405 | | | | 53,636 | | | | 208,211 | |
Depreciation and amortization | | | 61,945 | | | | 1,791 | | | | 12,246 | | | | 72,400 | |
Impairment of real estate | | | - | | | | - | | | | 12,899 | | | | 12,899 | |
| | |
| | | 222,925 | | | | 8,196 | | | | 78,781 | | | | 293,510 | |
| | |
| | | | | | | | | | | | | | | | |
Interest expense | | | (82,974 | ) | | | (5,139 | ) | | | (19,956 | ) | | | (97,791 | ) |
Amortization of mortgage procurement costs | | | (2,667 | ) | | | (89 | ) | | | (553 | ) | | | (3,131 | ) |
Gain on early extinguishment of debt | | | 6,297 | | | | - | | | | - | | | | 6,297 | |
| | | | | | | | | | | | | | | | |
Interest and other income | | | 6,817 | | | | 899 | | | | 750 | | | | 6,668 | |
Net gain on disposition of partial interests in rental properties | | | 866 | | | | - | | | | 48 | | | | 914 | |
| | |
| | | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | | | (12,867 | ) | | | 642 | | | | (10,953 | ) | | | (24,462 | ) |
| | |
| | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | | | | | | | | | | | | | | |
Current | | | 6,749 | | | | - | | | | - | | | | 6,749 | |
Deferred | | | (15,376 | ) | | | - | | | | - | | | | (15,376 | ) |
| | |
| | | (8,627 | ) | | | - | | | | - | | | | (8,627 | ) |
| | |
| | | | | | | | | | | | | | | | |
Equity in earnings (loss), including impairment of unconsolidated entities | | | (17,124 | ) | | | (6,444 | ) | | | 10,953 | | | | 273 | |
| | |
| | | | | | | | | | | | | | | | |
Net loss | | | (21,364 | ) | | | (5,802 | ) | | | - | | | | (15,562 | ) |
Net loss attributable to noncontrolling interest | | | 5,802 | | | | 5,802 | | | | - | | | | - | |
| | |
| | | | | | | | | | | | | | | | |
Net loss attributable to Forest City Enterprises, Inc. | | $ | (15,562 | ) | | $ | - | | | $ | - | | | $ | (15,562 | ) |
| | |
8
Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information
Consolidated Earnings Information – Three Months Ended April 30, 2009 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| |
| | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | |
Revenues from real estate operations | | $ | 311,541 | | | $ | 12,419 | | | $ | 90,875 | | | $ | 2,301 | | | $ | 392,298 | |
| | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | 194,823 | | | | 5,645 | | | | 63,078 | | | | 344 | | | | 252,600 | |
Depreciation and amortization | | | 65,934 | | | | 1,407 | | | | 17,580 | | | | 631 | | | | 82,738 | |
Impairment of real estate | | | 1,124 | | | | - | | | | 9,560 | | | | - | | | | 10,684 | |
| | |
| | | 261,881 | | | | 7,052 | | | | 90,218 | | | | 975 | | | | 346,022 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (91,035 | ) | | | (3,432 | ) | | | (16,280 | ) | | | (995 | ) | | | (104,878 | ) |
Amortization of mortgage procurement costs | | | (3,652 | ) | | | (160 | ) | | | (626 | ) | | | (24 | ) | | | (4,142 | ) |
Loss on early extinguishment of debt | | | - | | | | - | | | | (176 | ) | | | - | | | | (176 | ) |
| | | | | | | | | | | | | | | | | | | | |
Interest and other income | | | 6,808 | | | | 140 | | | | 473 | | | | - | | | | 7,141 | |
Gain on disposition of rental properties | | | - | | | | - | | | | - | | | | 4,548 | | | | 4,548 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | | | (38,219 | ) | | | 1,915 | | | | (15,952 | ) | | | 4,855 | | | | (51,231 | ) |
| | |
| | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | | | | | | | | | | | | | | | | | | |
Current | | | (7,383 | ) | | | - | | | | - | | | | 3,829 | | | | (3,554 | ) |
Deferred | | | (14,983 | ) | | | - | | | | - | | | | (1,947 | ) | | | (16,930 | ) |
| | |
| | | (22,366 | ) | | | - | | | | - | | | | 1,882 | | | | (20,484 | ) |
| | |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings (loss), including impairment of unconsolidated entities | | | (15,866 | ) | | | 18 | | | | 15,952 | | | | - | | | | 68 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Earnings (loss) from continuing operations | | | (31,719 | ) | | | 1,933 | | | | - | | | | 2,973 | | | | (30,679 | ) |
| | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax: | | | | | | | | | | | | | | | | | | | | |
Operating earnings from rental properties | | | 189 | | | | - | | | | - | | | | (189 | ) | | | - | |
Gain on disposition of rental properties | | | 2,784 | | | | - | | | | - | | | | (2,784 | ) | | | - | |
| | |
| | | 2,973 | | | | - | | | | - | | | | (2,973 | ) | | | - | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings (loss) | | | (28,746 | ) | | | 1,933 | | | | - | | | | - | | | | (30,679 | ) |
Net earnings attributable to noncontrolling interest | | | (1,933 | ) | | | (1,933 | ) | | | - | | | | - | | | | - | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Net loss attributable to Forest City Enterprises, Inc. | | $ | (30,679 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (30,679 | ) |
| | |
9
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Occupancy Data - April 30, 2010 and 2009
Retail and office occupancy as of April 30, 2010 and 2009 is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date as of April 30, 2010 and 2009 for retail and office is calculated by dividing the sum of leased square feet at the beginning and end of the period by two. Residential occupancy as of April 30, 2010 and 2009 represents total units occupied divided by total units available. Average Occupancy as of April 30, 2010 and 2009 for residential is calculated by dividing gross potential rent less vacancy by gross potential rent. Average Daily Rate (“ADR”) is calculated by dividing revenue by the number of rooms sold for the three months ended April 30, 2010 and 2009.
We analyze our occupancy percentages by each of our major product lines as follows:
| | | | | | | | | | | | | | | | | | | |
| |
| | | | | | | Average | | | | | | | | Average | | |
| | | Occupancy | | | Occupancy | | | | Occupancy | | | Occupancy | | |
| | | As of | | | Year-to-Date | | | | As of | | | Year-to-Date | | |
| | | April 30, 2010 | | | April 30, 2010 | | | | April 30, 2009 | | | April 30, 2009 | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | |
| Retail | | | | | | | | | | | | | | | | | | |
| Comparable | | | 89.7% | | | | 90.0 | % | | | | 89.2% | | | | 89.4 | % | |
| Total | | | 88.4% | | | | 88.6 | % | | | | 87.7% | | | | 88.1 | % | |
| Office | | | | | | | | | | | | | | | | | | |
| Comparable | | | 89.8% | | | | 89.9 | % | | | | 89.6% | | | | 89.6 | % | |
| Total | | | 89.7% | | | | 89.7 | % | | | | 89.3% | | | | 89.3 | % | |
| Residential(1) | | | | | | | | | | | | | | | | | | |
| Comparable | | | 93.0% | | | | 93.7 | % | | | | 91.8% | | | | 91.2 | % | |
| Total | | | 91.1% | | | | 90.8 | % | | | | 88.8% | | | | 85.5 | % | |
| Hotels | | | | | | | | | | | | | | | | | | |
| Comparable and Total | | | | | | | 61.0 | % | | | | | | | | 56.2 | % | |
| Comparable ADR and Total ADR | | | | | | $ | 135.43 | | | | | | | | $ | 135.09 | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | |
The table below provides occupancy as reported in previous quarters. These amounts may differ from above because the properties that qualify as comparable change from period to period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
Occupancy Recap of Quarterly Supplemental Packages | | |
| | Occupancy As of | | | | Average Occupancy Year-to-Date | | |
| | April 30, | | January 31, | | October 31, | | July 31, | | April 30, | | | April 30, | | | January 31, | | | October 31, | | | July 31, | | | April 30, | | |
| | 2010 | | 2010 | | 2009 | | 2009 | | 2009 | | | 2010 | | | 2010 | | | 2009 | | | 2009 | | | 2009 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 89.7 | % | | | 90.1 | % | | | 90.1 | % | | | 89.8 | % | | | 90.0 | % | | | | 90.0 | % | | | 89.9 | % | | | 90.0 | % | | | 89.9 | % | | | 90.1 | % | |
Total | | | 88.4 | % | | | 88.8 | % | | | 88.4 | % | | | 88.1 | % | | | 87.7 | % | | | | 88.6 | % | | | 88.6 | % | | | 88.4 | % | | | 88.3 | % | | | 88.1 | % | |
Office | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 89.8 | % | | | 90.3 | % | | | 89.4 | % | | | 89.4 | % | | | 90.3 | % | | | | 89.9 | % | | | 90.1 | % | | | 89.7 | % | | | 89.3 | % | | | 90.4 | % | |
Total | | | 89.7 | % | | | 89.7 | % | | | 88.9 | % | | | 89.4 | % | | | 89.3 | % | | | | 89.7 | % | | | 89.5 | % | | | 89.1 | % | | | 89.4 | % | | | 89.3 | % | |
Residential(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 93.0 | % | | | 93.7 | % | | | 92.6 | % | | | 91.6 | % | | | 91.5 | % | | | | 93.7 | % | | | 92.2 | % | | | 90.4 | % | | | 90.1 | % | | | 90.1 | % | |
Total | | | 91.1 | % | | | 92.3 | % | | | 91.1 | % | | | 89.7 | % | | | 88.8 | % | | | | 90.8 | % | | | 87.8 | % | | | 86.5 | % | | | 85.8 | % | | | 85.5 | % | |
Hotels | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable and Total | | | | | | | | | | | | | | | | | | | | | | | | 61.0 | % | | | 69.1 | % | | | 68.5 | % | | | 64.3 | % | | | 56.2 | % | |
Comparable ADR and Total ADR | | | | | | | | | | | | | | | | | | | | | | | $ | 135.43 | | | $ | 140.01 | | | $ | 139.56 | | | $ | 137.56 | | | $ | 135.09 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
(1) | | Excludes military housing units. |
10
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
We use NOI, along with EBDT as discussed on page 2, to assess operating performance. Comparable NOI is defined as NOI from properties opened and operated in the three months ended April 30, 2010 and 2009. The schedules below present Pro-Rata Comparable NOI for the three months ended April 30, 2010. The following schedule on page 12 presents comparable NOI for each of our major product lines, as well as strategic business units under which these product lines operate. A reconciliation of NOI to the most comparable GAAP measure, net loss, is presented on page 15. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 40-45.
Comparable Net Operating Income (NOI) (% change over same period prior year)
| | | | |
| | Three Months Ended |
| | April 30, 2010 |
| | | | |
Retail | | | (1.5 | %) |
| | | | |
Office | | | 0.8 | % |
| | | | |
Hotel | | | 52.6 | % |
| | | | |
Residential | | | 2.8 | % |
| | | | |
Total | | | 0.6 | % |
The tables below provide the percentage change of Comparable Net Operating Income (NOI) as reported in previous quarters. GAAP reconciliations for previous quarters can be found in prior supplemental packages.
| | | | | | | | | | | | | | | | | | | | | | |
| | |
| Quarterly Historical Trends | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | |
| | | April 30, 2010 | | January 31, 2010 | | October 31, 2009 | | July 31, 2009 | | April 30, 2009 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Retail | | | (1.5 | %) | | | (3.9 | %) | | | (1.7 | %) | | | (4.3 | %) | | | (1.0 | %) | |
| | | | | | | | | | | | | | | | | | | | | | |
| Office | | | 0.8 | % | | | 4.3 | % | | | 5.6 | % | | | 7.1 | % | | | 4.4 | % | |
| | | | | | | | | | | | | | | | | | | | | | |
| Hotel | | | 52.6 | % | | | (1.1 | %) | | | 6.2 | % | | | (24.8 | %) | | | (25.5 | %) | |
| | | | | | | | | | | | | | | | | | | | | | |
| Residential | | | 2.8 | % | | | (2.7 | %) | | | (3.9 | %) | | | (4.2 | %) | | | (1.8 | %) | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total | | | 0.6 | % | | | (0.5 | %) | | | 0.8 | % | | | (1.4 | %) | | | 0.3 | % | |
| | | | | | | | | | | | | | | | | | | | | | |
| | |
| | | | | | | | | | | | | | |
| | |
| Annual Historical Trends | |
| | | Years Ended | |
| | | January 31, 2010 | | January 31, 2009 | | January 31, 2008 | |
| | | | | | | | | | | | | | |
| Retail | | | (3.9 | %) | | | 0.3 | % | | | 6.9 | % | |
| | | | | | | | | | | | | | |
| Office | | | 5.4 | % | | | 1.2 | % | | | 2.1 | % | |
| | | | | | | | | | | | | | |
| Hotel | | | (9.9 | %) | | | (4.9 | %) | | | 4.9 | % | |
| | | | | | | | | | | | | | |
| Residential | | | (2.8 | %) | | | 0.2 | % | | | 4.2 | % | |
| | | | | | | | | | | | | | |
| Total | | | (0.8 | %) | | | 0.4 | % | | | 4.6 | % | |
| | | | | | | | | | | | | | |
| | |
11
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net Operating Income (dollars in thousands) |
| | Three Months Ended April 30, 2010 | | | | Three Months Ended April 30, 2009 | | | % Change | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | Full | | Pro-Rata |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | Consolidation | | Consolidation |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | (GAAP) | | (Non-GAAP) |
| | | | | |
Commercial Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | $ | 60,862 | | | $ | 2,924 | | | $ | 5,370 | | | $ | - | | | $ | 63,308 | | | | $ | 61,769 | | | $ | 2,977 | | | $ | 5,455 | | | $ | - | | | $ | 64,247 | | | | (1.5 | %) | | | (1.5 | %) |
| | | | | | | | | | | |
Total | | | 64,546 | | | | 2,924 | | | | 5,583 | | | | - | | | | 67,205 | | | | | 63,386 | | | | 2,474 | | | | 5,509 | | | | 481 | | | | 66,902 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Office Buildings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 57,976 | | | | 2,599 | | | | 4,777 | | | | - | | | | 60,154 | | | | | 57,940 | | | | 2,595 | | | | 4,341 | | | | - | | | | 59,686 | | | | 0.1 | % | | | 0.8 | % |
| | | | | | | | | | | |
Total | | | 63,287 | | | | 3,859 | | | | 4,074 | | | | - | | | | 63,502 | | | | | 63,546 | | | | 2,649 | | | | 2,011 | | | | - | | | | 62,908 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hotels | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 1,437 | | | | - | | | | 368 | | | | - | | | | 1,805 | | | | | 808 | | | | - | | | | 375 | | | | - | | | | 1,183 | | | | 77.8 | % | | | 52.6 | % |
| | | | | | | | | | | |
Total | | | 1,437 | | | | - | | | | 368 | | | | - | | | | 1,805 | | | | | 808 | | | | - | | | | 375 | | | | - | | | | 1,183 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings from Commercial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land Sales | | | 275 | | | | - | | | | - | | | | - | | | | 275 | | | | | 2,736 | | | | 591 | | | | - | | | | - | | | | 2,145 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other(1) | | | (5,693 | ) | | | 372 | | | | 1,233 | | | | - | | | | (4,832 | ) | | | | (7,999 | ) | | | 278 | | | | (169 | ) | | | - | | | | (8,446 | ) | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Commercial Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 120,275 | | | | 5,523 | | | | 10,515 | | | | - | | | | 125,267 | | | | | 120,517 | | | | 5,572 | | | | 10,171 | | | | - | | | | 125,116 | | | | (0.2 | %) | | | 0.1 | % |
| | | | | | | | | | | |
Total | | | 123,852 | | | | 7,155 | | | | 11,258 | | | | - | | | | 127,955 | | | | | 122,477 | | | | 5,992 | | | | 7,726 | | | | 481 | | | | 124,692 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Apartments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 24,048 | | | | 417 | | | | 6,736 | | | | - | | | | 30,367 | | | | | 24,289 | | | | 777 | | | | 6,035 | | | | - | | | | 29,547 | | | | (1.0 | %) | | | 2.8 | % |
| | | | | | | | | | | |
Total | | | 25,541 | | | | 168 | | | | 7,448 | | | | - | | | | 32,821 | | | | | 29,177 | | | | 1,061 | | | | 7,406 | | | | 1,464 | | | | 36,986 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Military Housing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable(2) | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | |
| | | | | | | | | | | |
Total | | | 6,477 | | | | - | | | | 370 | | | | - | | | | 6,847 | | | | | 7,698 | | | | (100 | ) | | | 211 | | | | - | | | | 8,009 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other(1) | | | (2,327 | ) | | | 99 | | | | - | | | | - | | | | (2,426 | ) | | | | (10,320 | ) | | | 33 | | | | (1 | ) | | | - | | | | (10,354 | ) | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Residential Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 24,048 | | | | 417 | | | | 6,736 | | | | - | | | | 30,367 | | | | | 24,289 | | | | 777 | | | | 6,035 | | | | - | | | | 29,547 | | | | (1.0 | %) | | | 2.8 | % |
| | | | | | | | | | | |
Total | | | 29,691 | | | | 267 | | | | 7,818 | | | | - | | | | 37,242 | | | | | 26,555 | | | | 994 | | | | 7,616 | | | | 1,464 | | | | 34,641 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Rental Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 144,323 | | | | 5,940 | | | | 17,251 | | | | - | | | | 155,634 | | | | | 144,806 | | | | 6,349 | | | | 16,206 | | | | - | | | | 154,663 | | | | (0.3 | %) | | | 0.6 | % |
| | | | | | | | | | | |
Total | | | 153,543 | | | | 7,422 | | | | 19,076 | | | | - | | | | 165,197 | | | | | 149,032 | | | | 6,986 | | | | 15,342 | | | | 1,945 | | | | 159,333 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land Development Group | | | (653 | ) | | | 18 | | | | (266 | ) | | | - | | | | (937 | ) | | | | 707 | | | | (54 | ) | | | 117 | | | | - | | | | 878 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Nets | | | (10,430 | ) | | | (6,223 | ) | | | 1,146 | | | | - | | | | (3,061 | ) | | | | (10,681 | ) | | | - | | | | 997 | | | | - | | | | (9,684 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Activities | | | (11,346 | ) | | | - | | | | - | | | | - | | | | (11,346 | ) | | | | (16,540 | ) | | | - | | | | - | | | | - | | | | (16,540 | ) | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grand Total | | $ | 131,114 | | | $ | 1,217 | | | $ | 19,956 | | | $ | - | | | $ | 149,853 | | | | $ | 122,518 | | | $ | 6,932 | | | $ | 16,456 | | | $ | 1,945 | | | $ | 133,987 | | | | | | | | | |
| | | | | | | | | | | |
(1) | | Includes write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of historic and new market tax credit income. There were no write-offs of abandoned development projects for the three months ended April 30, 2010 compared to $14,393 at both full and pro-rata consolidation for the three months ended April 30, 2009. |
|
(2) | | Comparable NOI for Military Housing commences once the operating projects complete initial development phase. |
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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
13
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
14
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Net Operating Income (non-GAAP) to Net Loss (GAAP)(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended April 30, 2010 | | | | Three Months Ended April 30, 2009 | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | | | | |
Revenues from real estate operations | | $ | 281,719 | | | $ | 13,167 | | | $ | 87,539 | | | $ | - | | | $ | 356,091 | | | | $ | 311,541 | | | $ | 12,419 | | | $ | 90,875 | | | $ | 2,301 | | | $ | 392,298 | |
Exclude straight-line rent adjustment (1) | | | (4,280 | ) | | | - | | | | - | | | | - | | | | (4,280 | ) | | | | (4,399 | ) | | | - | | | | - | | | | (12 | ) | | | (4,411 | ) |
| | | | | |
Adjusted revenues | | | 277,439 | | | | 13,167 | | | | 87,539 | | | | - | | | | 351,811 | | | | | 307,142 | | | | 12,419 | | | | 90,875 | | | | 2,289 | | | | 387,887 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest and other income | | | 6,817 | | | | 899 | | | | 750 | | | | - | | | | 6,668 | | | | | 6,808 | | | | 140 | | | | 473 | | | | - | | | | 7,141 | |
Add equity in earnings (loss), including impairment of unconsolidated entities | | | (17,124 | ) | | | (6,444 | ) | | | 10,953 | | | | - | | | | 273 | | | | | (15,866 | ) | | | 18 | | | | 15,952 | | | | - | | | | 68 | |
Exclude gain on disposition of unconsolidated entities | | | (48 | ) | | | - | | | | 48 | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude impairment of unconsolidated real estate | | | 12,899 | | | | - | | | | (12,899 | ) | | | - | | | | - | | | | | 9,560 | | | | - | | | | (9,560 | ) | | | - | | | | - | |
Exclude depreciation and amortization of unconsolidated entities (see below) | | | 11,852 | | | | - | | | | (11,852 | ) | | | - | | | | - | | | | | 10,928 | | | | - | | | | (10,928 | ) | | | - | | | | - | |
| | | | | |
Adjusted total income | | | 291,835 | | | | 7,622 | | | | 74,539 | | | | - | | | | 358,752 | | | | | 318,572 | | | | 12,577 | | | | 86,812 | | | | 2,289 | | | | 395,096 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | 160,980 | | | | 6,405 | | | | 53,636 | | | | - | | | | 208,211 | | | | | 194,823 | | | | 5,645 | | | | 63,078 | | | | 344 | | | | 252,600 | |
Add back non-Real Estate depreciation and amortization (b) | | | 1,568 | | | | - | | | | 878 | | | | - | | | | 2,446 | | | | | 3,452 | | | | - | | | | 7,158 | | | | - | | | | 10,610 | |
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d) | | | - | | | | - | | | | 69 | | | | - | | | | 69 | | | | | - | | | | - | | | | 120 | | | | - | | | | 120 | |
Exclude straight-line rent adjustment (2) | | | (1,242 | ) | | | - | | | | - | | | | - | | | | (1,242 | ) | | | | (1,636 | ) | | | - | | | | - | | | | - | | | | (1,636 | ) |
Exclude preference payment | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) | | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) |
| | | | | |
Adjusted operating expenses | | | 160,721 | | | | 6,405 | | | | 54,583 | | | | - | | | | 208,899 | | | | | 196,054 | | | | 5,645 | | | | 70,356 | | | | 344 | | | | 261,109 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Operating Income | | | 131,114 | | | | 1,217 | | | | 19,956 | | | | - | | | | 149,853 | | | | | 122,518 | | | | 6,932 | | | | 16,456 | | | | 1,945 | | | | 133,987 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (82,974 | ) | | | (5,139 | ) | | | (19,956 | ) | | | - | | | | (97,791 | ) | | | | (91,035 | ) | | | (3,432 | ) | | | (16,280 | ) | | | (995 | ) | | | (104,878 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain (loss) on early extinguishment of debt | | | 6,297 | | | | - | | | | - | | | | - | | | | 6,297 | | | | | - | | | | - | | | | (176 | ) | | | - | | | | (176 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings (loss), including impairment of unconsolidated entities | | | 17,124 | | | | 6,444 | | | | (10,953 | ) | | | - | | | | (273 | ) | | | | 15,866 | | | | (18 | ) | | | (15,952 | ) | | | - | | | | (68 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of unconsolidated entities | | | 48 | | | | - | | | | - | | | | - | | | | 48 | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Impairment of unconsolidated real estate | | | (12,899 | ) | | | - | | | | - | | | | - | | | | (12,899 | ) | | | | (9,560 | ) | | | - | | | | - | | | | - | | | | (9,560 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization of unconsolidated entities (see above) | | | (11,852 | ) | | | - | | | | 11,852 | | | | - | | | | - | | | | | (10,928 | ) | | | - | | | | 10,928 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net gain on disposition of rental properties | | | 866 | | | | - | | | | - | | | | - | | | | 866 | | | | | - | | | | - | | | | - | | | | 4,548 | | | | 4,548 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Impairment of consolidated real estate | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (1,124 | ) | | | - | | | | - | | | | - | | | | (1,124 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups (a) | | | (60,377 | ) | | | (1,791 | ) | | | (11,368 | ) | | | - | | | | (69,954 | ) | | | | (62,482 | ) | | | (1,407 | ) | | | (10,422 | ) | | | (631 | ) | | | (72,128 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of mortgage procurement costs - Real Estate Groups (c) | | | (2,667 | ) | | | (89 | ) | | | (484 | ) | | | - | | | | (3,062 | ) | | | | (3,652 | ) | | | (160 | ) | | | (506 | ) | | | (24 | ) | | | (4,022 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Straight-line rent adjustment (1) + (2) | | | 3,038 | | | | - | | | | - | | | | - | | | | 3,038 | | | | | 2,763 | | | | - | | | | - | | | | 12 | | | | 2,775 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preference payment | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) | | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | | | (12,867 | ) | | | 642 | | | | (10,953 | ) | | | - | | | | (24,462 | ) | | | | (38,219 | ) | | | 1,915 | | | | (15,952 | ) | | | 4,855 | | | | (51,231 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax provision | | | 8,627 | | | | - | | | | - | | | | - | | | | 8,627 | | | | | 22,366 | | | | - | | | | - | | | | (1,882 | ) | | | 20,484 | |
Equity in earnings (loss), including impairment of unconsolidated entities | | | (17,124 | ) | | | (6,444 | ) | | | 10,953 | | | | - | | | | 273 | | | | | (15,866 | ) | | | 18 | | | | 15,952 | | | | - | | | | 68 | |
| | | | | |
Earnings (loss) from continuing operations | | | (21,364 | ) | | | (5,802 | ) | | | - | | | | - | | | | (15,562 | ) | | | | (31,719 | ) | | | 1,933 | | | | - | | | | 2,973 | | | | (30,679 | ) |
Discontinued operations, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 2,973 | | | | - | | | | - | | | | (2,973 | ) | | | - | |
| | | | | |
Net earnings (loss) | | | (21,364 | ) | | | (5,802 | ) | | | - | | | | - | | | | (15,562 | ) | | | | (28,746 | ) | | | 1,933 | | | | - | | | | - | | | | (30,679 | ) |
Net loss (earnings) attributable to noncontrolling interest | | | 5,802 | | | | 5,802 | | | | - | | | | - | | | | - | | | | | (1,933 | ) | | | (1,933 | ) | | | - | | | | - | | | | - | |
| | | | | |
Net loss attributable to Forest City Enterprises, Inc. | | $ | (15,562 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (15,562 | ) | | | $ | (30,679 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (30,679 | ) |
| | | | | |
(a) Depreciation and amortization - Real Estate Groups | | $ | 60,377 | | | $ | 1,791 | | | $ | 11,368 | | | $ | - | | | $ | 69,954 | | | | $ | 62,482 | | | $ | 1,407 | | | $ | 10,422 | | | $ | 631 | | | $ | 72,128 | |
(b) Depreciation and amortization - Non-Real Estate | | | 1,568 | | | | - | | | | 878 | | | | - | | | | 2,446 | | | | | 3,452 | | | | - | | | | 7,158 | | | | - | | | | 10,610 | |
| | | | | |
Total depreciation and amortization | | $ | 61,945 | | | $ | 1,791 | | | $ | 12,246 | | | $ | - | | | $ | 72,400 | | | | $ | 65,934 | | | $ | 1,407 | | | $ | 17,580 | | | $ | 631 | | | $ | 82,738 | |
| | | | | |
(c) Amortization of mortgage procurement costs - Real Estate Groups | | $ | 2,667 | | | $ | 89 | | | $ | 484 | | | $ | - | | | $ | 3,062 | | | | $ | 3,652 | | | $ | 160 | | | $ | 506 | | | $ | 24 | | | $ | 4,022 | |
(d) Amortization of mortgage procurement costs - Non-Real Estate | | | - | | | | - | | | | 69 | | | | - | | | | 69 | | | | | - | | | | - | | | | 120 | | | | - | | | | 120 | |
| | | | | |
Total amortization of mortgage procurement costs | | $ | 2,667 | | | $ | 89 | | | $ | 553 | | | $ | - | | | $ | 3,131 | | | | $ | 3,652 | | | $ | 160 | | | $ | 626 | | | $ | 24 | | | $ | 4,142 | |
| | | | | |
15
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Results of Operations
Net Loss Attributable to Forest City Enterprises, Inc. –Net loss attributable to Forest City Enterprises, Inc. for the three months ended April 30, 2010 was $15,562,000 versus $30,679,000 for the three months ended April 30, 2009. Although we have substantial recurring revenue sources from our properties, we also enter into significant one-time transactions, which could 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 tax and noncontrolling interest:
| • | | $17,610,000 ($29,342,000, pre-tax) related to the 2010 gain on disposition of partial interests inThe Grand, Lenox Club, andLenox Park, apartment communities in North Bethesda, Maryland, Arlington, Virginia and Silver Spring, Maryland, respectively, related to the formation of a new joint venture with an outside partner; |
|
| • | | $8,811,000 ($14,393,000, pre-tax) of decreased write-offs of abandoned development projects in 2010 compared to 2009; |
|
| • | | $4,619,000 ($7,545,000, pre-tax) of decreased company-wide severance and outplacement costs in 2010 compared to 2009; and |
|
| • | | $3,855,000 ($6,297,000, pre-tax) related to the 2010 gain on early extinguishment of debt on the exchange of a portion of our Senior Notes due 2011, 2015 and 2017 for a new issue of Series A preferred stock. |
These increases were partially offset by the following decreases, net of tax and noncontrolling interest:
| • | | $17,432,000 ($28,476,000, pre-tax) due to the transaction costs, of which $21,483,000 pre-tax relate to participation payments made to the ground lessor in accordance with the respective ground lease agreements, that were expensed related to the contribution of our ownership interest in six mixed–useUniversity Parklife science properties in Cambridge, Massachusetts to a joint venture with an outside partner that did not qualify for full gain recognition under accounting guidance for real estate sales; and |
|
| • | | $2,784,000 ($4,548,000, pre-tax) related to the 2009 gain on the disposition ofGrand Avenue,a specialty retail center in Queens, New York. |
Net Operating Income (NOI) from Real Estate Groups– NOI, a non-GAAP measure, is defined as revenues (excluding straight-line rent adjustments) less operating expenses (including depreciation and amortization and amortization of mortgage procurement costs for non-real estate groups) plus interest income plus equity in earnings (loss) of unconsolidated entities (excluding gain on disposition and impairment of unconsolidated entities) plus depreciation and amortization of unconsolidated entities. We believe NOI provides us, as well as our investors, additional information about our core business operations and, along with earnings, is necessary to understand our business and operating results.
Full Consolidation – Under the full consolidation method (GAAP), NOI from the combination of the Commercial Group and the Residential Group (“Rental Properties”) for the three months ended April 30, 2010 was $153,543,000 compared to $149,032,000 for the three months ended April 30, 2009, a 3.0% increase. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on page 15. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 40-45.
Pro-Rata Consolidation – Management also analyzes property NOI using the pro-rata consolidation method because it provides operating data at our ownership share, and we publicly disclose and discuss our performance using this method of consolidation to complement our GAAP disclosures. Under the pro-rata consolidation method, NOI from Rental Properties for the three months ended April 30, 2010 was $165,197,000 compared to $159,333,000 for the three months ended April 30, 2009, a 3.7% increase.
Comparable NOI increased 0.6% for the three months ended April 30, 2010 compared to the prior year. Retail comparable NOI decreased 1.5% while office and hotel comparable NOI increased 0.8% and 52.6%, respectively, and our residential portfolio increased 2.8%.
16
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.
We believe that EBDT provides additional information about our core operations and, along with net earnings, is necessary to understand our operating results. EBDT is used by the chief operating decision maker and management in assessing operating performance and to consider capital requirements and allocation of resources by segment and on a consolidated basis. We believe EBDT is important to investors because it provides another method for the investor to measure our long-term operating performance as net earnings can vary from year to year due to property dispositions, acquisitions and other factors that have a short-term impact.
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, amortization of mortgage procurement costs and deferred income taxes; iv) preferred payment which is classified as noncontrolling interest expense on our Consolidated Statement of Operations; v) impairment of real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative or retrospective effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings.
EBDT is reconciled to net earnings (loss), the most comparable financial measure calculated in accordance with GAAP, on page 19. 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 taxes from real estate operations, which are the result of timing differences of certain net expense items deducted 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. Our EBDT may not be directly comparable to similarly-titled measures reported by other companies.
Our EBDT for the three months ended April 30, 2010 increased by $28,863,000 or 69.4% to $70,467,000 from $41,604,000 for the three months ended April 30, 2009. Our Commercial and Residential Segments combined provided a pre-tax EBDT increase of $9,228,000. This is primarily the result of decreased write-offs of abandoned development projects of $14,393,000, the ramp up of new properties of $3,615,000 and the change in fair market value of derivatives between the comparable periods which were marked to market through interest expense of $2,367,000. These increases in the portfolio were partially offset by reduced EBDT from properties sold of $6,192,000, decreased Commercial outlot sales of $1,986,000 and the decrease in military housing of $1,292,000.
Our Land Segment provided a pre-tax EBDT decrease of $2,472,000, primarily due to lower margins on land sales.
Corporate pre-tax EBDT increased $16,196,000. This pre-tax EBDT increase includes decreased company-wide severance and outplacement costs in 2010 compared to 2009 of $7,545,000, gain on early extinguishment of debt related to the exchange of a portion of our Senior Notes of $6,297,000 and decreased interest expense of $4,705,000.
Reporting a smaller loss for the Nets primarily due to reduced amortization of intangible assets related to the purchase of the team resulting in a pre-tax EBDT increase of $6,474,000.
17
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
18
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Summary of EBDT- The information in the following tables present amounts for both full consolidation and pro-rata consolidation, providing a reconciliation of the difference between the two methods, as well as a reconciliation from NOI to EBDT to net earnings (loss). Under the pro-rata consolidation method, we present our partnership investments proportionate to our pro-rata share for each line item of our consolidated financial statements. Under full consolidation, partnership assets and liabilities are reported as consolidated at 100% if deemed under our control or if we are deemed to be the primary beneficiary for investments in VIEs, or on the equity method of accounting if we do not have control or are not the primary beneficiary for investments in VIEs.
Reconciliation of Net Loss to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)
| | | | | | | | |
| | Three Months Ended April 30, | |
| | 2010 | | | 2009 | |
| | (in thousands) | |
| | | |
Net loss attributable to Forest City Enterprises, Inc. | | $ | (15,562 | ) | | $ | (30,679 | ) |
|
Depreciation and amortization – Real Estate Groups(4) | | | 69,954 | | | | 72,128 | |
|
Amortization of mortgage procurement costs – Real Estate Groups(4) | | | 3,062 | | | | 4,022 | |
|
Deferred income tax expense – Real Estate Groups(5) | | | (10,243 | ) | | | (11,598 | ) |
| | | | | | | | |
Current income tax expense on non-operating earnings:(5) | | | | | | | | |
|
Net gain on disposition of partial interests in rental properties | | | 14,492 | | | | - | |
|
Gain on disposition included in discontinued operations | | | - | | | | 3,785 | |
|
Gain on disposition of unconsolidated entities | | | (768 | ) | | | - | |
| | | | | | | | |
Straight-line rent adjustment(2) | | | (3,038 | ) | | | (2,775 | ) |
|
Preference payment(3) | | | 585 | | | | 585 | |
|
Impairment of consolidated real estate | | | - | | | | 1,124 | |
|
Impairment of unconsolidated real estate | | | 12,899 | | | | 9,560 | |
|
Net gain on disposition of partial interests in rental properties | | | (866 | ) | | | - | |
|
Gain on disposition of unconsolidated entities | | | (48 | ) | | | - | |
|
Discontinued operations:(1) | | | | | | | | |
|
Gain on disposition of rental properties | | | - | | | | (4,548 | ) |
| | | | |
| | | | | | | | |
Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) | | $ | 70,467 | | | $ | 41,604 | |
| | | | |
| (1) | | All earnings of properties which have been sold or are held for sale are reported as discontinued operations assuming no significant continuing involvement. |
|
| (2) | | The Company recognizes minimum rents on a straight-line basis over the term of the related lease pursuant to accounting for leases. The straight-line rent adjustment is recorded as an increase or decrease to revenue or operating expense from Forest City Rental Properties Corporation, a wholly-owned subsidiary of Forest City Enterprises, Inc., with the applicable offset to either accounts receivable or accounts payable, as appropriate. |
|
| (3) | | The preference payment represents the respective period’s share of the annual preferred payment in connection with the issuance of Class A Common Units in exchange for Bruce C. Ratner’s noncontrolling interest in the Forest City Ratner Companies portfolio. |
|
| (4) | | The following table provides detail of depreciation and amortization and amortization of mortgage procurement costs. |
| | | | | | | | | | | | | | | | |
| | Depreciation and Amortization | | Amortization of Mortgage Procurement Costs |
| | Three Months Ended April 30, | | Three Months Ended April 30, |
| | 2010 | | 2009 | | 2010 | | 2009 |
Full Consolidation | | $ | 61,945 | | | $ | 65,934 | | | $ | 2,667 | | | $ | 3,652 | |
Non-Real Estate | | | (1,568 | ) | | | (3,452 | ) | | | - | | | | - | |
| | | | |
Real Estate Groups Full Consolidation | | | 60,377 | | | | 62,482 | | | | 2,667 | | | | 3,652 | |
Real Estate Groups related to noncontrolling interest | | | (1,791 | ) | | | (1,407 | ) | | | (89 | ) | | | (160 | ) |
Real Estate Groups Unconsolidated | | | 11,368 | | | | 10,422 | | | | 484 | | | | 506 | |
Real Estate Groups Discontinued Operations | | | - | | | | 631 | | | | - | | | | 24 | |
| | | | |
Real Estate Groups Pro-Rata Consolidation | | $ | 69,954 | | | $ | 72,128 | | | $ | 3,062 | | | $ | 4,022 | |
| | | | |
19
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
| (5) | | The following table provides detail of Income Tax Expense (Benefit): |
| | | | | | | | |
| | Three Months Ended April 30, |
| | 2010 | | 2009 |
| | (in thousands) | |
| | | |
(A) Operating earnings | | | | | | | | |
Current | | $ | (6,975 | ) | | $ | (7,383 | ) |
Deferred | | | 2,644 | | | | (10,840 | ) |
| | |
| | | (4,331 | ) | | | (18,223 | ) |
| | |
| | |
(B) Impairment of consolidated and unconsolidated real estate | | | | | | | | |
Deferred - Consolidated real estate | | | - | | | | (436 | ) |
Deferred - Unconsolidated real estate | | | (5,003 | ) | | | (3,707 | ) |
| | |
| | | (5,003 | ) | | | (4,143 | ) |
| | |
| | |
(C) Net gain on disposition of partial interests in rental properties | | | | | | | | |
Current | | | 14,492 | | | | - | |
Deferred | | | (13,804 | ) | | | - | |
| | |
| | | 688 | | | | - | |
| | |
| | |
(D) Gain on disposition of unconsolidated entities | | | | | | | | |
Current | | | (768 | ) | | | - | |
Deferred | | | 787 | | | | - | |
| | |
| | | 19 | | | | - | |
| | |
Subtotal (A) (B) (C) (D) | | | | | | | | |
Current | | | 6,749 | | | | (7,383 | ) |
Deferred | | | (15,376 | ) | | | (14,983 | ) |
| | |
Income tax expense | | | (8,627 | ) | | | (22,366 | ) |
| | |
| | |
(E) Discontinued operations | | | | | | | | |
Operating earnings | | | | | | | | |
Current | | | - | | | | 44 | |
Deferred | | | - | | | | 74 | |
| | |
| | | - | | | | 118 | |
| | |
| | |
Gain on disposition of rental properties | | | | | | | | |
Current | | | - | | | | 3,785 | |
Deferred | | | - | | | | (2,021 | ) |
| | |
| | | - | | | | 1,764 | |
| | |
| | | - | | | | 1,882 | |
| | |
Grand Total (A) (B) (C) (D) (E) | | | | | | | | |
Current | | | 6,749 | | | | (3,554 | ) |
Deferred | | | (15,376 | ) | | | (16,930 | ) |
| | |
| | $ | (8,627 | ) | | $ | (20,484 | ) |
| | |
| | |
Recap of Grand Total: | | | | | | | | |
Real Estate Groups | | | | | | | | |
Current | | $ | 8,519 | | | $ | 81 | |
Deferred | | | (10,243 | ) | | | (11,598 | ) |
| | |
| | | (1,724 | ) | | | (11,517 | ) |
| | |
| | |
Non-Real Estate Groups | | | | | | | | |
Current | | | (1,770 | ) | | | (3,635 | ) |
Deferred | | | (5,133 | ) | | | (5,332 | ) |
| | |
| | | (6,903 | ) | | | (8,967 | ) |
| | |
Grand Total | | $ | (8,627 | ) | | $ | (20,484 | ) |
| | |
20
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Retail Lease Expirations as of April 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | AVERAGE |
| | | | | | | | | | | | | | | | | | | | | | BASE |
| | NUMBER OF | | SQUARE FEET | | PERCENTAGE | | NET | | PERCENTAGE | | RENT PER |
EXPIRATION | | EXPIRING | | OF EXPIRING | | OF TOTAL | | BASE RENT | | OF TOTAL | | SQUARE FEET |
YEAR | | LEASES | | LEASES(3) | | LEASED GLA(1) | | EXPIRING(2) | | BASE RENT | | EXPIRING(3) |
|
|
2010 | | | 231 | | | | 521,167 | | | | 4.01 | % | | $ | 13,500,600 | | | | 4.69 | % | | $ | 32.13 | |
2011 | | | 349 | | | | 1,221,342 | | | | 9.39 | | | | 28,697,580 | | | | 9.97 | | | | 28.50 | |
2012 | | | 256 | | | | 957,052 | | | | 7.36 | | | | 23,158,961 | | | | 8.05 | | | | 28.24 | |
2013 | | | 243 | | | | 1,017,417 | | | | 7.82 | | | | 25,564,644 | | | | 8.88 | | | | 28.25 | |
2014 | | | 230 | | | | 1,069,226 | | | | 8.22 | | | | 22,346,487 | | | | 7.77 | | | | 27.15 | |
2015 | | | 181 | | | | 794,690 | | | | 6.11 | | | | 18,156,476 | | | | 6.31 | | | | 26.94 | |
2016 | | | 219 | | | | 1,188,843 | | | | 9.14 | | | | 32,304,640 | | | | 11.23 | | | | 37.09 | |
2017 | | | 149 | | | | 1,008,915 | | | | 7.76 | | | | 22,328,479 | | | | 7.76 | | | | 25.98 | |
2018 | | | 164 | | | | 844,024 | | | | 6.49 | | | | 18,375,890 | | | | 6.39 | | | | 23.87 | |
2019 | | | 122 | | | | 1,023,856 | | | | 7.87 | | | | 22,639,364 | | | | 7.87 | | | | 24.16 | |
2020 | | | 61 | | | | 690,891 | | | | 5.31 | | | | 11,458,448 | | | | 3.98 | | | | 21.58 | |
Thereafter | | | 93 | | | | 2,668,489 | | | | 20.52 | | | | 49,202,420 | | | | 17.10 | | | | 22.65 | |
| | | | | | |
Total | | | 2,298 | | | | 13,005,912 | | | | 100.00 | % | | $ | 287,733,989 | | | | 100.00 | % | | $ | 26.78 | |
| | | | | | |
| | |
(1) | | GLA = Gross Leasable Area. |
(2) | | Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent, amortization of above and below market lease values in-place, and contingent rental payments (which are not reasonably estimable). |
(3) | | Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases. |
21
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Office Lease Expirations as of April 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | AVERAGE |
| | | | | | | | | | | | | | | | | | | | | | BASE |
| | NUMBER OF | | SQUARE FEET | | PERCENTAGE | | NET | | PERCENTAGE | | RENT PER |
EXPIRATION | | EXPIRING | | OF EXPIRING | | OF TOTAL | | BASE RENT | | OF TOTAL | | SQUARE FEET |
YEAR | | LEASES | | LEASES(3) | | LEASED GLA(1) | | EXPIRING(2) | | BASE RENT | | EXPIRING(3) |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
2010 | | | 83 | | | | 1,052,167 | | | | 8.91 | % | | $ | 21,243,749 | | | | 6.93 | % | | $ | 24.03 | |
2011 | | | 70 | | | | 712,437 | | | | 6.03 | | | | 14,077,860 | | | | 4.59 | | | | 26.41 | |
2012 | | | 85 | | | | 1,113,403 | | | | 9.43 | | | | 27,263,820 | | | | 8.89 | | | | 30.20 | |
2013 | | | 78 | | | | 1,179,392 | | | | 9.99 | | | | 27,260,086 | | | | 8.89 | | | | 24.56 | |
2014 | | | 47 | | | | 907,032 | | | | 7.68 | | | | 17,142,214 | | | | 5.59 | | | | 29.91 | |
2015 | | | 17 | | | | 323,802 | | | | 2.74 | | | | 5,974,438 | | | | 1.95 | | | | 19.54 | |
2016 | | | 21 | | | | 420,475 | | | | 3.56 | | | | 9,501,837 | | | | 3.10 | | | | 24.73 | |
2017 | | | 19 | | | | 278,620 | | | | 2.36 | | | | 8,213,882 | | | | 2.68 | | | | 31.80 | |
2018 | | | 17 | | | | 1,060,998 | | | | 8.98 | | | | 30,255,361 | | | | 9.87 | | | | 32.42 | |
2019 | | | 18 | | | | 706,619 | | | | 5.98 | | | | 12,688,368 | | | | 4.14 | | | | 25.60 | |
2020 | | | 9 | | | | 937,984 | | | | 7.94 | | | | 26,736,144 | | | | 8.72 | | | | 35.31 | |
Thereafter | | | 33 | | | | 3,115,659 | | | | 26.40 | | | | 106,231,003 | | | | 34.65 | | | | 38.64 | |
| | | | | | |
Total | | | 497 | | | | 11,808,588 | | | | 100.00 | % | | $ | 306,588,762 | | | | 100.00 | % | | $ | 30.94 | |
| | | | | | |
(1) | | GLA = Gross Leasable Area. |
|
(2) | | Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent, amortization of above and below market lease values in-place, and contingent rental payments (which are not reasonably estimable). |
|
(3) | | Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases. |
22
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Schedule of Significant Retail Tenants as of April 30, 2010
(Based on net base rent 1% or greater of the Company’s ownership share)
| | | | | | | | | | | | |
| | NUMBER | | LEASED | | PERCENTAGE OF |
| | OF | | SQUARE | | TOTAL RETAIL |
TENANT | | LEASES | | FEET | | SQUARE FEET |
|
| | | | | | | | | | | | |
AMC Entertainment, Inc. | | | 6 | | | | 515,097 | | | | 3.96 | % |
|
Bass Pro Shops, Inc. | | | 3 | | | | 510,855 | | | | 3.93 | |
|
Regal Entertainment Group | | | 5 | | | | 381,461 | | | | 2.93 | |
|
TJX Companies | | | 10 | | | | 313,861 | | | | 2.41 | |
|
The Gap | | | 23 | | | | 290,015 | | | | 2.23 | |
|
The Home Depot | | | 2 | | | | 282,000 | | | | 2.17 | |
|
Dick’s Sporting Goods | | | 5 | | | | 257,486 | | | | 1.98 | |
|
The Limited | | | 39 | | | | 233,010 | | | | 1.79 | |
|
Abercrombie & Fitch Stores, Inc. | | | 29 | | | | 212,480 | | | | 1.63 | |
|
Best Buy | | | 5 | | | | 161,053 | | | | 1.24 | |
|
Footlocker, Inc. | | | 38 | | | | 145,081 | | | | 1.12 | |
|
Pathmark Stores, Inc. | | | 2 | | | | 123,500 | | | | 0.95 | |
|
American Eagle Outfitters | | | 18 | | | | 104,067 | | | | 0.80 | |
| | |
| | | | | | | | | | | | |
Subtotal | | | 185 | | | | 3,529,966 | | | | 27.14 | |
| | |
| | | | | | | | | | | | |
All Others | | | 2,113 | | | | 9,475,946 | | | | 72.86 | |
| | |
| | | | | | | | | | | | |
Total | | | 2,298 | | | | 13,005,912 | | | | 100.00 | % |
| | |
23
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Schedule of Significant Office Tenants as of April 30, 2010
(Based on net base rent 2% or greater of the Company’s ownership share)
| | | | | | | | |
| | LEASED | | PERCENTAGE OF |
| | SQUARE | | TOTAL OFFICE |
TENANT | | FEET | | SQUARE FEET |
|
| | | | | | | | |
City of New York | | | 865,185 | | | | 7.33 | % |
|
Millennium Pharmaceuticals, Inc. | | | 635,908 | | | | 5.39 | |
|
U.S. Government | | | 614,218 | | | | 5.20 | |
|
District of Columbia | | | 540,483 | | | | 4.58 | |
|
Morgan Stanley & Co. | | | 444,685 | | | | 3.77 | |
|
Securities Industry Automation Corp. | | | 433,971 | | | | 3.68 | |
|
Wellchoice, Inc. | | | 392,514 | | | | 3.32 | |
|
JP Morgan Chase & Co. | | | 385,254 | | | | 3.26 | |
|
Forest City Enterprises, Inc.(1) | | | 366,786 | | | | 3.11 | |
|
Bank of New York | | | 323,043 | | | | 2.74 | |
|
National Grid | | | 254,034 | | | | 2.15 | |
|
Alkermes, Inc. | | | 210,248 | | | | 1.78 | |
|
Clearbridge Advisors, LLC, a Legg Mason Company | | | 193,249 | | | | 1.64 | |
|
Covington & Burling, LLP | | | 160,565 | | | | 1.36 | |
|
Seyfarth Shaw, LLP | | | 96,909 | | | | 0.80 | |
| | |
| | | | | | | | |
Subtotal | | | 5,917,052 | | | | 50.11 | |
| | |
| | | | | | | | |
All Others | | | 5,891,536 | | | | 49.89 | |
| | |
| | | | | | | | |
Total | | | 11,808,588 | | | | 100.00 | % |
| | |
| (1) | | All intercompany rental income is eliminated in consolidation. |
24
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
April 30, 2010
2010 Openings and Acquisitions (2)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Cost at FCE | | | | | | | |
| | | | | | Date | | | | | | Pro-Rata | | | Cost at Full | | | Total Cost | | | Pro-Rata Share | | | Sq. ft./ | | | Gross | |
| | | | Dev (D) | | Opened / | | FCE Legal | | | FCE % (a) | | | Consolidation | | | at 100% | | | (Non-GAAP) (c) | | | No. of | | | Leasable | |
Property | | Location | | Acq (A) | | Acquired | | Ownership % (a) | | | (1) | | | (GAAP) (b) | | | (2) | | | (1) X (2) | | | Units | | | Area | |
| | | | | | | | | | | | | | | | (in millions) | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail Centers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Village at Gulfstream Park (d) | | Hallandale Beach, FL | | D | | Q1-10 | | | 50.0% | | | | 50.0% | | | $ | 0.0 | | | $ | 204.6 | | | $ | 102.3 | | | | 511,000 | (e) | | 511,000 |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Office: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Waterfront Station - East 4th & West 4th Buildings | | Washington, D.C. | | D | | Q1-10 | | | 45.0% | | | | 45.0% | | | $ | 326.7 | | | $ | 326.7 | | | $ | 147.0 | | | | 631,000 | (f) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Total Openings and Acquisitions(g) | | | | | | | | | | | | | | | | $ | 326.7 | | | $ | 531.3 | | | $ | 249.3 | | | | 1,142,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
See footnotes on page 28.
25
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
April 30, 2010
Under Construction (5)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Cost at FCE | | | | | | | | | |
| | | | | | | | | | Pro-Rata | | Cost at Full | | | Total Cost | | | Pro-Rata Share | | | Sq. ft./ | | | Gross | | | |
| | | | Dev (D) | | Anticipated | | FCE Legal | | FCE % (a) | | Consolidation | | | at 100% | | | (Non-GAAP) (c) | | | No. of | | | Leasable | | | Lease |
Property | | Location | | Acq (A) | | Opening | | Ownership % (a) | | (1) | | (GAAP) (b) | | | (2) | | | (1) X (2) | | | Units | | | Area | | | Commitment % |
| | | | | | | | | | | | (in millions) | | | | | | | | | | |
Retail Centers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
East River Plaza (d) (h) | | Manhattan, NY | | D | | Q2-10 | | 35.0% | | 50.0% | | $ | 0.0 | | | $ | 398.1 | | | $ | 199.1 | | | | 527,000 | | | | 527,000 | | | 93% |
Ridge Hill (i) | | Yonkers, NY | | D | | 2011/2012 | | 70.0% | | 100.0% | | | 798.7 | | | | 798.7 | | | | 798.7 | | | | 1,336,000 | | | | 1,336,000 | | (m) | 31% |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | $ | 798.7 | | | $ | 1,196.8 | | | $ | 997.8 | | | | 1,863,000 | | | | 1,863,000 | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presidio Landmark | | San Francisco, CA | | D | | Q3-10 | | 100.0% | | 100.0% | | $ | 110.9 | | | $ | 110.9 | | | $ | 110.9 | | | | 161 | | | | | | | |
Beekman (i) | | Manhattan, NY | | D | | Q1-11/12 | | 49.0% | | 70.0% | | | 875.7 | | | | 875.7 | | | | 613.0 | | | | 904 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | $ | 986.6 | | | $ | 986.6 | | | $ | 723.9 | | | | 1,065 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arena: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Barclays Center (j) | | Brooklyn, NY | | D | | 2012 | | 23.3% | | 23.3% | | $ | 911.1 | | | $ | 911.1 | | | $ | 212.3 | | | | 670,000 | | | 18,000 seats | (n) | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total Under Construction (k) | | | | | | | | | | | | $ | 2,696.4 | | | $ | 3,094.5 | | | $ | 1,934.0 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
Residential Phased-In Units (d) (i): | | | | | | | | | | | | | | | | | | | | | | | | Under Const./Total
| | |
Stratford Crossing (l) | | Wadsworth, OH | | D | | 2007-10 | | 50.0% | | 50.0% | | $ | 0.0 | | | $ | 25.3 | | | $ | 12.7 | | | 96/348
| | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
Fee Development: | | | | | | | | | | | | | | | | | | | | | | | | Sq. ft.
| | |
Las Vegas City Hall | | Las Vegas, NV | | D | | Q1-12 | | - | (o) | - | (o) | $ | 0.0 | | | $ | 146.2 | | | $ | 0.0 | | | 270,000
| | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
See footnotes on page 28.
Military Housing – see footnote (p).
26
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
April 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity Requirements for Projects Under Construction(1) | | | Less | | | | | | | | | | | Plus | | | | |
| | | | | | Unconsolidated | | | Full | | | Less | | | Unconsolidated | | | Pro-Rata | |
| | | | | | Investments | | | Consolidation | | | Noncontrolling | | | Investments | | | Consolidation | |
| | 100% | | | at 100% | | | (GAAP)(b) | | | Interest | | | at Pro Rata | | | (Non-GAAP)(c) | |
| | | | | | | | | | (dollars in millions) | | | | | | | | | |
Total Cost Under Construction | | $ | 3,094.5 | | | $ | 398.1 | | | $ | 2,696.4 | | | $ | 961.5 | | | $ | 199.1 | | | $ | 1,934.0 | |
Total Loan Draws and Other Sources at Completion(2) | | | 1,999.6 | | | | 285.0 | | | | 1,714.6 | | | | 491.6 | | | | 142.5 | | | | 1,365.5 | |
| | |
Net Equity at Completion | | $ | 1,094.9 | | | $ | 113.1 | | | $ | 981.8 | | | $ | 469.9 | | | $ | 56.6 | | | $ | 568.5 | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Costs Incurred to Date | | $ | 1,556.2 | | | $ | 354.6 | | | $ | 1,201.6 | | | $ | 186.1 | | | $ | 177.3 | | | $ | 1,192.8 | |
Loan Draws and Other Sources to Date | | | 516.7 | | | | 228.9 | | | | 287.8 | | | | (276.9 | ) | | | 114.4 | | | | 679.1 | |
| | |
Net Equity to Date | | $ | 1,039.5 | | | $ | 125.7 | | | $ | 913.8 | | | $ | 463.0 | | | $ | 62.9 | | | $ | 513.7 | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
% of Total Equity | | | 95% | | | | | | | | 93% | | | | | | | | | | | | 90% | |
|
Remaining Costs | | $ | 1,538.3 | | | $ | 43.5 | | | $ | 1,494.8 | | | $ | 775.4 | | | $ | 21.8 | | | $ | 741.2 | |
Remaining Loan Draws and Other Sources(3) | | | 1,482.9 | | | | 56.1 | | | | 1,426.8 | | | | 768.5 | | | | 28.1 | | | | 686.4 | |
| | |
Remaining Equity | | $ | 55.4 | | | $ | (12.6 | ) | | $ | 68.0 | | | $ | 6.9 | | | $ | (6.3 | ) | | $ | 54.8 | |
| | |
|
% of Total Equity | | | 5% | | | | | | | | 7% | | | | | | | | | | | | 10% | |
(1) | | This schedule includes only the five properties listed on page 26. This does not include costs associated with phased-in units, operating property renovations and military housing. |
|
(2) | | “Other Sources” includes estimates of third party subsidies and tax credit proceeds. The timing and the amounts may differ from our estimates. |
|
(3) | | One of the loan commitments require specific leasing hurdles to be achieved prior to drawing the final amount of the loan. The Company estimates that approximately $45.0 million at 100% and at full consolidation, and $31.5 million at pro-rata consolidation of loan commitments are at risk should these leasing hurdles not be achieved. |
Land Held for Development or Sale
| | | | | | | | | | | | |
| | Gross | | | Saleable | | | Option | |
Location | | Acres(4) | | | Acres(5) | | | Acres(6) | |
|
Mesa del Sol - Albuquerque, NM | | | 3,023 | | | | 2,336 | | | | 5,731 | |
Florida | | | 1,654 | | | | 1,413 | | | | - | |
Carolinas | | | 1,322 | | | | 872 | | | | 788 | |
Ohio | | | 1,105 | | | | 699 | | | | 470 | |
Texas | | | 1,023 | | | | 765 | | | | - | |
Arizona | | | 964 | | | | 546 | | | | - | |
Stapleton - Denver, CO | | | 245 | | | | 164 | | | | 1,474 | |
Central Station - Chicago, IL | | | 30 | | | | 30 | | | | - | |
Other | | | 1,159 | | | | 905 | | | | - | |
| |
Total | | | 10,525 | | | | 7,730 | | | | 8,463 | |
| |
(4) | | Represent all acres owned including those used for roadways, open spaces and parks. |
|
(5) | | Saleable acres represent the total of all acres owned and available for sales. The Land Development Group may choose to further develop some of the acres into completed sublots prior to sale. |
|
(6) | | Option acres are those acres that the Land Development Group has a formal option to acquire. Typically these options are in the form of purchase agreements with contingencies for the satisfaction of due diligence reviews. |
27
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
April 30, 2010 Footnotes
(a) | | As is customary within the real estate industry, the Company invests in certain real estate projects through joint ventures. For some of these projects, the Company provides funding at percentages that differ from the Company’s legal ownership. |
|
(b) | | Amounts are presented on the full consolidation method of accounting, a GAAP measure. Under full consolidation, costs are reported as consolidated at 100 percent if we are deemed to have control or to be the primary beneficiary of our investments in the variable interest entity (“VIE”). |
|
(c) | | Cost at pro-rata share represents Forest City’s share of cost, based on the Company’s pro-rata ownership of each property (a non-GAAP measure). Under the pro-rata consolidation method of accounting the Company determines its pro-rata share by multiplying its pro-rata ownership by the total cost of the applicable property. |
|
(d) | | 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. |
|
(e) | | Includes 89,000 square feet of office space. |
|
(f) | | Includes 85,000 square feet of retail space. |
|
(g) | | The difference between the full consolidation cost amount (GAAP) of $326.7 million to the Company’s pro-rata share (a non-GAAP measure) of $249.3 million consists of a reduction to full consolidation for noncontrolling interest of $179.7 million of cost and the addition of its share of cost for unconsolidated investments of $102.3 million. |
|
(h) | | Phased opening includes the total cost and square footage of the center, including Costco which opened in the fourth quarter of 2009 and Best Buy which opened in the first quarter of 2010. The cost of the property also includes construction of the 1,248-space parking garage and structural upgrades to accommodate a possible future residential project above the retail center. |
|
(i) | | Phased-in openings. Costs are representative of the total project. |
|
(j) | | The strategic partnership with entities controlled by Mikhail Prokhorov closed on May 12, 2010. As a result, the Company’s legal and pro-rata ownership will increase to approximately 27%. |
|
(k) | | The difference between the full consolidation cost amount (GAAP) of $2,696.4 million to the Company’s pro-rata share (a non-GAAP measure) of $1,934.0 million consists of a reduction to full consolidation for noncontrolling interest of $961.5 million of cost and the addition of its share of cost for unconsolidated investments of $199.1 million. |
|
(l) | | The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $12.7 million consists of the Company’s share of cost for unconsolidated investments of $12.7 million. |
|
(m) | | Includes 162,000 square feet of office space. |
|
(n) | | The Nets, a member of the NBA, has a 37 year license agreement to use the arena. |
|
(o) | | This is a fee development project, owned by the City of Las Vegas. Therefore, these costs are not included on the full consolidation or pro-rata balance sheet. |
|
(p) | | Below is a summary of our equity method investments for Military Housing Development projects. The Company provides development, construction, and management services for these projects and receives agreed upon fees for these services (see page 12 for net fee revenue included in NOI). The following phases still have a percentage of units under construction: |
| | | | | | | | | | | | | | | | | | |
| | | | Anticipated | | FCE | | Cost at Full | | | Total Cost | | | | |
Property | | Location | | Opening | | Pro-Rata % | | Consolidation | | | at 100% | | | No. of Units | |
| | | | | | | | (in millions) | | | | |
Military Housing -(7) | | | | | | | | | | | | | | | | | | |
Navy Midwest | | Chicago, IL | | 2006-2010 | | * | | $ | 0.0 | | | $ | 248.8 | | | | 1,658 | |
Pacific Northwest Communities | | Seattle, WA | | 2007-2010 | | * | | | 0.0 | | | | 280.5 | | | | 2,986 | |
Midwest Millington | | Memphis, TN | | 2008-2010 | | * | | | 0.0 | | | | 37.0 | | | | 318 | |
Marines, Hawaii Increment II | | Honolulu, HI | | 2007-2011 | | * | | | 0.0 | | | | 293.3 | | | | 1,175 | |
Navy, Hawaii Increment III | | Honolulu, HI | | 2007-2011 | | * | | | 0.0 | | | | 535.1 | | | | 2,520 | |
Air Force Academy | | Colorado Springs, CO | | 2007-2013 | | 50.0% | | | 0.0 | | | | 69.5 | | | | 427 | |
Hawaii Phase IV | | Kaneohe, HI | | 2007-2014 | | * | | | 0.0 | | | | 364.0 | | | | 917 | |
| | | | | | | | |
Total Military Housing | | | | | | | | $ | 0.0 | | | $ | 1,828.2 | | | | 10,001 | |
| | | | | | | | |
* The Company’s share of residual cash flow ranges from 0-20% during the life cycle of the project.
28
Debt for Projects under Development
We use nonrecourse mortgage debt for the financing of our development pipeline. We draw on these financings to partially fund the cost incurred with the development of our real estate. As of April 30, 2010, the detail of how much is outstanding compared to the total commitment under the financing is as follows:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Plus | | | | |
| | Full | | | Less | | | Unconsolidated | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | (Non-GAAP) | |
| | (in thousands) | |
Outstanding | | | | | | | | | | | | | | | | |
Fixed | | $ | 101,083 | | | $ | 42,387 | | | $ | 66,931 | | | $ | 125,627 | |
Variable | | | | | | | | | | | | | | | | |
Taxable | | | 879,696 | | | | 200,036 | | | | 122,399 | | | | 802,059 | |
Tax-Exempt | | | 203,900 | | | | 61,986 | | | | 20,000 | | | | 161,914 | |
| | |
Total outstanding on projects under development(1) | | $ | 1,184,679 | | | $ | 304,409 | | | $ | 209,330 | | | $ | 1,089,600 | |
| | |
| | | | | | | | | | | | | | | | |
Commitment | | | | | | | | | | | | | | | | |
Fixed | | $ | 121,145 | | | $ | 42,387 | | | $ | 67,959 | | | $ | 146,717 | |
Variable | | | | | | | | | | | | | | | | |
Taxable | | | 1,349,986 | | | | 272,403 | | | | 141,847 | | | | 1,219,430 | |
Tax-Exempt | | | 203,900 | | | | 61,986 | | | | 20,000 | | | | 161,914 | |
| | |
Total commitment | | $ | 1,675,031 | | | $ | 376,776 | | | $ | 229,806 | | | $ | 1,528,061 | |
| | |
(1) | | Proceeds from outstanding debt of $17,200 and $17,988, at full and pro-rata consolidation, respectively, described above is recorded as restricted cash in our Consolidated Balance Sheet. For bonds issued in conjunction with development, the full amount of the bonds at the beginning of construction must remain in escrow until costs are incurred. |
Non-Recourse 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 those real estate projects financed with taxable debt, we generally seek long-term, fixed-rate financing for those operating projects whose loans mature within the next 12 months or are projected to open and achieve stabilized operations during that same time frame. However, due to the limited availability of long-term fixed rate mortgage debt based upon current market conditions, we are attempting to extend maturities with existing lenders. 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.
We are actively working to refinance and/or extend the maturities of the nonrecourse debt that are coming due in the next 12 months. During the three months ended April 30, 2010, we completed the following financings:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Plus | | | | |
| | | | | | Less | | | Unconsolidated | | | | |
| | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | |
Purpose of Financing | | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | |
Refinancings | | $ | 4,900 | | | $ | 490 | | | $ | 2,500 | | | $ | 6,910 | |
Loan extensions/additional fundings | | | 128,301 | | | | 15,222 | | | | 4,000 | | | | 117,079 | |
| | |
| | $ | 133,201 | | | $ | 15,712 | | | $ | 6,500 | | | $ | 123,989 | |
| | |
29
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Scheduled Maturities Table: Nonrecourse Debt(dollars in thousands)
As of April 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Year Ending January 31, 2011 | | Year Ending January 31, 2012 | |
| | | | | | | | | | | Plus | | | | | | | | | | | | | | | | Plus | | | | | |
| | | | | | | Less | | | Unconsolidated | | | | | | | | | | | | Less | | | Unconsolidated | | | | | |
| | | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | | | | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | | |
| | | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | | | | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | | |
| | | | | | | |
Fixed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed-rate debt | | | $ | 247,078 | | | $ | 44,713 | | | $ | 42,472 | | | $ | 244,837 | | | | $ | 303,281 | | | $ | 3,963 | | | $ | 99,956 | | | $ | 399,274 | | |
Weighted average rate | | | | 7.97 | % | | | 10.30 | % | | | 4.22 | % | | | 6.90 | % | | | | 6.81 | % | | | 4.92 | % | | | 6.82 | % | | | 6.83 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable-rate debt | | | | 432,757 | | | | 3,057 | | | | 178,901 | | | | 608,601 | | | | | 654,168 | | | | 238,192 | | | | 55,884 | | | | 471,860 | | |
Weighted average rate | | | | 3.54 | % | | | 7.08 | % | | | 1.95 | % | | | 3.05 | % | | | | 4.13 | % | | | 4.62 | % | | | 3.55 | % | | | 3.81 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-Exempt | | | | - | | | | - | | | | 3,305 | | | | 3,305 | | | | | 132,430 | | | | 67 | | | | - | | | | 132,363 | | |
Weighted average rate | | | | - | % | | | - | % | | | 1.67 | % | | | 1.67 | % | | | | 2.65 | % | | | 3.80 | % | | | - | % | | | 2.65 | % | |
| | | | | | | |
Total variable-rate debt | | | | 432,757 | | | | 3,057 | | | | 182,206 | | | | 611,906 | | | | | 786,598 | | | | 238,259 | | | | 55,884 | | | | 604,223 | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Nonrecourse Debt | | | $ | 679,835 | | | $ | 47,770 | | | $ | 224,678 | | | $ | 856,743 | | | | $ | 1,089,879 | | | $ | 242,222 | | | $ | 155,840 | | | $ | 1,003,497 | | |
Weighted Average Rate | | | | 5.15 | % | | | 10.10 | % | | | 2.38 | % | | | 4.15 | % | | | | 4.70 | % | | | 4.62 | % | | | 5.65 | % | | | 4.86 | % | |
| | | | | | | |
|
| | | | | | | |
| | Year Ending January 31, 2013 | | Year Ending January 31, 2014 | |
| | | | | | | | | | | Plus | | | | | | | | | | | | | | | | Plus | | | | | |
| | | | | | | Less | | | Unconsolidated | | | | | | | | | | | | Less | | | Unconsolidated | | | | | |
| | | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | | | | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | | |
| | | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | | | | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | | |
| | | | | | | |
Fixed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed-rate debt | | | $ | 316,113 | | | $ | 8,120 | | | $ | 50,603 | | | $ | 358,596 | | | | $ | 766,986 | | | $ | 26,172 | | | $ | 75,656 | | | $ | 816,470 | | |
Weighted average rate | | | | 5.96 | % | | | 6.37 | % | | | 5.93 | % | | | 5.95 | % | | | | 6.09 | % | | | 7.38 | % | | | 6.09 | % | | | 6.05 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable-rate debt | | | | 704,077 | | | | 84,779 | | | | 50,757 | | | | 670,055 | | | | | 46,411 | | | | - | | | | 1,466 | | | | 47,877 | | |
Weighted average rate | | | | 3.75 | % | | | 3.54 | % | | | 3.76 | % | | | 3.77 | % | | | | 6.05 | % | | | - | % | | | 2.54 | % | | | 5.94 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-Exempt | | | | 204,616 | | | | 62,057 | | | | - | | | | 142,559 | | | | | 91,565 | | | | 77 | | | | - | | | | 91,488 | | |
Weighted average rate | | | | 2.52 | % | | | 2.52 | % | | | - | % | | | 2.52 | % | | | | 2.83 | % | | | 3.78 | % | | | - | % | | | 2.83 | % | |
| | | | | | | |
Total variable-rate debt | | | | 908,693 | | | | 146,836 | | | | 50,757 | | | | 812,614 | | | | | 137,976 | | | | 77 | | | | 1,466 | | | | 139,365 | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Nonrecourse Debt | | | $ | 1,224,806 | | | $ | 154,956 | | | $ | 101,360 | | | $ | 1,171,210 | | | | $ | 904,962 | | | $ | 26,249 | | | $ | 77,122 | | | $ | 955,835 | | |
Weighted Average Rate | | | | 4.11 | % | | | 3.28 | % | | | 4.84 | % | | | 4.29 | % | | | | 5.76 | % | | | 7.37 | % | | | 6.02 | % | | | 5.74 | % | |
| | | | | | | |
30
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Scheduled Maturities Table: Nonrecourse Debt(dollars in thousands)(continued)
As of April 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | Year Ending January 31, 2015 | | Thereafter | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | Plus | | | | | |
| | | | | | Less | | | Unconsolidated | | | | | | | | | | | | Less | | | Unconsolidated | | | | | |
| | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | | | | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | | |
| | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | | | | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | | |
| | | | | | |
Fixed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed-rate debt | | $ | 484,686 | | | $ | 69,326 | | | $ | 156,104 | | | $ | 571,464 | | | | $ | 1,757,757 | | | $ | 109,505 | | | $ | 709,579 | | | $ | 2,357,831 | | |
Weighted average rate | | | 5.96 | % | | | 5.83 | % | | | 5.38 | % | | | 5.82 | % | | | | 5.81 | % | | | 5.99 | % | | | 5.88 | % | | | 5.82 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable-rate debt | | | 12,414 | | | | - | | | | 20,002 | | | | 32,416 | | | | | 640,000 | | | | 1,500 | | | | 33,040 | | | | 671,540 | | |
Weighted average rate | | | 1.45 | % | | | - | % | | | 4.48 | % | | | 3.32 | % | | | | 6.40 | % | | | - | % | | | 1.33 | % | | | 6.17 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-Exempt | | | 815 | | | | 82 | | | | - | | | | 733 | | | | | 380,209 | | | | 8,710 | | | | 227,223 | | | | 598,722 | | |
Weighted average rate | | | 3.80 | % | | | 3.78 | % | | | - | % | | | 3.80 | % | | | | 1.37 | % | | | 2.25 | % | | | 1.79 | % | | | 1.52 | % | |
| | | | | | |
Total variable-rate debt | | | 13,229 | | | | 82 | | | | 20,002 | | | | 33,149 | | | | | 1,020,209 | | | | 10,210 | | | | 260,263 | | | | 1,270,262 | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Nonrecourse Debt | | $ | 497,915 | | | $ | 69,408 | | | $ | 176,106 | | | $ | 604,613 | | | | $ | 2,777,966 | | | $ | 119,715 | | | $ | 969,842 | | | $ | 3,628,093 | | |
Weighted Average Rate | | | 5.85 | % | | | 5.83 | % | | | 5.27 | % | | | 5.68 | % | | | | 5.34 | % | | | 5.64 | % | | | 4.76 | % | | | 5.17 | % | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | Total | | | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Less | | | Unconsolidated | | | | | | | | | | | | | | | | | | | | |
| | Full | | | Noncontrolling | | | Investments at | | | Pro-Rata | | | | | | | | | | | | | | | |
| | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | | | | | | | | | | | | | | | |
| | | | | | |
Fixed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed-rate debt | | $ | 3,875,901 | | | $ | 261,799 | | | $ | 1,134,370 | | | $ | 4,748,472 | | | | | | | | | | | | | | | | | | | |
Weighted average rate | | | 6.11 | % | | | 6.82 | % | | | 5.85 | % | | | 6.01 | % | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable-rate debt | | | 2,489,827 | | | | 327,528 | | | | 340,050 | | | | 2,502,349 | | | | | | | | | | | | | | | | | | | |
Weighted average rate | | | 4.52 | % | | | 4.34 | % | | | 2.58 | % | | | 4.28 | % | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-Exempt | | | 809,635 | | | | 70,993 | | | | 230,528 | | | | 969,170 | | | | | | | | | | | | | | | | | | | |
Weighted average rate | | | 2.04 | % | | | 2.49 | % | | | 1.79 | % | | | 1.95 | % | | | | | | | | | | | | | | | | | | |
| | | | | | |
Total variable-rate debt | | | 3,299,462 | | | | 398,521 | | | | 570,578 | | | | 3,471,519 | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Nonrecourse Debt | | $ | 7,175,363 | | | $ | 660,320 | | | $ | 1,704,948 | | | $ | 8,219,991 | | | | | | | | | | | | | | | | | | | |
Weighted Average Rate | | | 5.10 | % | | | 5.12 | % | | | 4.64 | % | | | 5.01 | % | | | | | | | | | | | | | | | | | | |
| | | | | | |
31
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
The following tables provide detail of our total debt maturities for 2010, 2011 and 2012 as of April 30, 2010:
Upcoming Maturities Summary(in thousands)
As of April 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Less | | | | | | | | | | | Plus | | | | | |
| | | | | | | Unconsolidated | | | Full | | | Less | | | Unconsolidated | | | Pro-Rata | | |
| | | | | | | Investments | | | Consolidation | | | Noncontrolling | | | Investments | | | Consolidation | | |
| Year Ending January 31, 2011 | | 100% | | | at 100% | | | (GAAP) | | | Interest | | | at Pro Rata | | | (Non-GAAP) | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Maturities (Nonrecourse Debt) | | $ | 1,145,700 | | | $ | 465,865 | | | $ | 679,835 | | | $ | 47,770 | | | $ | 224,678 | | | $ | 856,743 | | |
| Less: Scheduled Payments | | | 87,124 | | | | 28,211 | | | | 58,913 | | | | 4,717 | | | | 15,047 | | | | 69,243 | | |
| | | | |
| Net Maturities | | 1,058,576 | | | | 437,654 | | | | 620,922 | | | | 43,053 | | | | 209,631 | | | | 787,500 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Closed Loans / To be Fully Amortized(2) | | | 334,053 | | | | 224,640 | | | | 109,413 | | | | 43,048 | | | | 120,545 | | | | 186,910 | | |
| Committed Deals / Automatic Extensions(2) | | | 99,219 | | | | 9,001 | | | | 90,218 | | | | - | | | | 5,218 | | | | 95,436 | | |
| Extension Available(1) (2) | | | 84,862 | | | | 67,865 | | | | 16,997 | | | | - | | | | 14,296 | | | | 31,293 | | |
| | | | |
| Subtotal | | 518,134 | | | | 301,506 | | | | 216,628 | | | | 43,048 | | | | 140,059 | | | | 313,639 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Remaining to Finance | $ | 540,442 | | | $ | 136,148 | | | $ | 404,294 | | | $ | 5 | | | $ | 69,572 | | | $ | 473,861 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Less | | | | | | | | | | | Plus | | | | | |
| | | | | | | Unconsolidated | | | Full | | | Less | | | Unconsolidated | | | Pro-Rata | | |
| | | | | | | Investments | | | Consolidation | | | Noncontrolling | | | Investments | | | Consolidation | | |
| Year Ending January 31, 2012 | | 100% | | | at 100% | | | (GAAP) | | | Interest | | | at Pro Rata | | | (Non-GAAP) | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Maturities (Nonrecourse Debt) | | $ | 1,398,016 | | | $ | 308,137 | | | $ | 1,089,879 | | | $ | 242,222 | | | $ | 155,840 | | | $ | 1,003,497 | | |
| Less: Scheduled Payments | | | 92,833 | | | | 27,546 | | | | 65,287 | | | | 2,630 | | | | 15,188 | | | | 77,845 | | |
| Add: Corporate Debt | | | 53,891 | | | | - | | | | 53,891 | | | | - | | | | - | | | | 53,891 | | |
| | | | |
| Net Maturities | | 1,359,074 | | | | 280,591 | | | | 1,078,483 | | | | 239,592 | | | | 140,652 | | | | 979,543 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Closed Loans / To be Fully Amortized(2) | | | 59,558 | | | | 233 | | | | 59,325 | | | | 45,937 | | | | 117 | | | | 13,505 | | |
| Committed Deals / Automatic Extensions(2) | | | 52,144 | | | | 52,144 | | | | - | | | | - | | | | 26,072 | | | | 26,072 | | |
| Extension Available(1) (2) | | | 485,682 | | | | 8,882 | | | | 476,800 | | | | 113,575 | | | | 4,441 | | | | 367,666 | | |
| | | | |
| Subtotal | | 597,384 | | | | 61,259 | | | | 536,125 | | | | 159,512 | | | | 30,630 | | | | 407,243 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Remaining to Finance | $ | 761,690 | | | $ | 219,332 | | | $ | 542,358 | | | $ | 80,080 | | | $ | 110,022 | | | $ | 572,300 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Less | | | | | | | | | | | Plus | | | | | |
| | | | | | | Unconsolidated | | | Full | | | Less | | | Unconsolidated | | | Pro-Rata | | |
| | | | | | | Investments | | | Consolidation | | | Noncontrolling | | | Investments | | | Consolidation | | |
| Year Ending January 31, 2013 | | 100% | | | at 100% | | | (GAAP) | | | Interest | | | at Pro Rata | | | (Non-GAAP) | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Maturities (Nonrecourse Debt) | | $ | 1,472,122 | | | $ | 247,316 | | | $ | 1,224,806 | | | $ | 154,956 | | | $ | 101,360 | | | $ | 1,171,210 | | |
| Less: Scheduled Payments | | | 78,428 | | | | 25,363 | | | | 53,065 | | | | 2,808 | | | | 14,750 | | | | 65,007 | | |
| Add: Corporate Debt(3) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | |
| | | | |
| Net Maturities | | 1,393,694 | | | | 221,953 | | | | 1,171,741 | | | | 152,148 | | | | 86,610 | | | | 1,106,203 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Closed Loans / To be Fully Amortized(2) | | | 12,979 | | | | 1,246 | | | | 11,733 | | | | - | | | | 19,623 | | | | 31,356 | | |
| Committed Deals / Automatic Extensions(2) | | | 63,911 | | | | - | | | | 63,911 | | | | 942 | | | | - | | | | 62,969 | | |
| Extension Available(1) (2) | | | 857,411 | | | | 26,432 | | | | 830,979 | | | | 134,353 | | | | 13,216 | | | | 709,842 | | |
| | | | |
| Subtotal | | 934,301 | | | | 27,678 | | | | 906,623 | | | | 135,295 | | | | 32,839 | | | | 804,167 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Remaining to Finance | $ | 459,393 | | | $ | 194,275 | | | $ | 265,118 | | | $ | 16,853 | | | $ | 53,771 | | | $ | 302,036 | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | |
(1) | | Includes loans that have extension options available, all of which require some predefined condition in order to qualify for the extension, such as, meeting or exceeding leasing hurdles, loan to value ratios or debt service coverage requirements. We cannot give assurance that the defined hurdles or milestones will be achieved to qualify for these extensions. |
|
(2) | | Reflects activity through June 8, 2010. |
|
(3) | | The credit facility amount of $0 outstanding as of April 30, 2010 has a maximum commitment of $500,000. Based on specific capital raising events through April 30, 2010, a permanent reduction in available borrowings of $2,972 became effective May 5, 2010. The remaining availability is further reduced by $72,577 of outstanding letters of credit and $53,891 reserve for retirement of indebtedness. |
32
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
The following schedules present information on investments in and advances to affiliates.
Investments in and Advances to Affiliates
Included in Investments in and Advances to Affiliates in the Consolidated Balance Sheet Information tables are unconsolidated investments in entities that we do not control and/or are not the primary beneficiary, and that are accounted for under the equity method of accounting, as well as advances to partners and other affiliates.
Following is a reconciliation of members’ and partners’ equity to our carrying value in the accompanying Consolidated Balance Sheet Information:
| | | | | | | | |
| | April 30, 2010 | | | January 31, 2010 | |
| | (in thousands) | |
| | | | | | | | |
Members’ and partners’ equity, as below | | $ | 639,296 | | | $ | 557,456 | |
Equity of other members and partners | | | 540,229 | | | | 513,708 | |
| | |
| | | | | | | | |
Company’s investment in partnerships | | | 99,067 | | | | 43,748 | |
Basis differences | | | 58,017 | | | | 21,498 | |
Advances to and on behalf of other affiliates | | | 72,548 | | | | 200,097 | |
| | |
Total Investments in and Advances to Affiliates | | $ | 229,632 | | | $ | 265,343 | |
| | |
Summarized financial information for the equity method investments is as follows:
| | | | | | | | | | | | | | | | |
| | Combined (100%) | | | Pro-Rata Share | |
| | (GAAP) | | | (Non-GAAP) | |
| | April 30, 2010 | | | January 31, 2010 | | | April 30, 2010 | | | January 31, 2010 | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | |
Balance Sheet: | | | | | | | | | | | | | | | | |
Real Estate | | | | | | | | | | | | | | | | |
Completed rental properties | | $ | 5,091,433 | | | $ | 4,373,423 | | | $ | 1,771,774 | | | $ | 1,368,451 | |
Projects under development | | | 539,839 | | | | 771,521 | | | | 239,623 | | | | 305,420 | |
Land held for development or sale | | | 268,508 | | | | 271,129 | | | | 113,889 | | | | 116,863 | |
| | |
Total Real Estate | | | 5,899,780 | | | | 5,416,073 | | | | 2,125,286 | | | | 1,790,734 | |
| | | | | | | | | | | | | | | | |
Less accumulated depreciation | | | (848,619 | ) | | | (721,908 | ) | | | (393,460 | ) | | | (326,169 | ) |
| | |
| | | | | | | | | | | | | | | | |
Real Estate, net | | | 5,051,161 | | | | 4,694,165 | | | | 1,731,826 | | | | 1,464,565 | |
| | | | | | | | | | | | | | | | |
Restricted cash - Military housing bond funds | | | 423,555 | | | | 481,615 | | | | 4,075 | | | | 6,149 | |
Other restricted cash | | | 238,698 | | | | 222,752 | | | | 73,723 | | | | 62,257 | |
Other assets | | | 664,720 | | | | 501,169 | | | | 246,915 | | | | 173,799 | |
| | |
Total Assets | | $ | 6,378,134 | | | $ | 5,899,701 | | | $ | 2,056,539 | | | $ | 1,706,770 | |
| | |
| | | | | | | | | | | | | | | | |
Mortgage debt and notes payable, nonrecourse | | $ | 5,246,714 | | | $ | 4,421,870 | | | $ | 1,704,948 | | | $ | 1,345,207 | |
Other liabilities | | | 492,124 | | | | 920,375 | | | | 194,507 | | | | 297,150 | |
| | |
Total Liabilities | | | 5,738,838 | | | | 5,342,245 | | | | 1,899,455 | | | | 1,642,357 | |
| | | | | | | | | | | | | | | | |
Members’ and partners’ equity | | | 639,296 | | | | 557,456 | | | | 157,084 | | | | 65,246 | |
Noncontrolling interest | | | - | | | | - | | | | - | | | | (833 | ) |
| | |
Total Equity | | | 639,296 | | | | 557,456 | | | | 157,084 | | | | 64,413 | |
| | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Members’ and Partners’ Equity | | $ | 6,378,134 | | | $ | 5,899,701 | | | $ | 2,056,539 | | | $ | 1,706,770 | |
| | |
33
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Investments in and Advances to Affiliates(continued)
| | | | | | | | | | | | | | | | |
| | Combined (100%) | | | Pro-Rata Share | |
| | (GAAP) | | | (Non-GAAP) | |
Three Months Ended April 30, | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | | | | | |
Revenues | | $ | 236,404 | | | $ | 225,765 | | | $ | 87,539 | | | $ | 90,875 | |
Equity in earnings of unconsolidated entities on a pro-rata basis | | | - | | | | - | | | | 273 | | | | 68 | |
Operating expenses | | | (164,573 | ) | | | (148,345 | ) | | | (53,636 | ) | | | (63,078 | ) |
Interest expense | | | (62,868 | ) | | | (55,985 | ) | | | (19,956 | ) | | | (16,456 | ) |
Impairment of real estate(1) | | | (1,457 | ) | | | - | | | | (743 | ) | | | - | |
Depreciation and amortization | | | (38,129 | ) | | | (44,855 | ) | | | (12,799 | ) | | | (18,206 | ) |
Interest and other income | | | 2,465 | | | | 5,131 | | | | 750 | | | | 473 | |
Noncontrolling interest | | | - | | | | - | | | | (6,444 | ) | | | 18 | |
| | |
Loss from continuing operations | | | (28,158 | ) | | | (18,289 | ) | | | (5,016 | ) | | | (6,306 | ) |
| | |
| | | | | | | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | | | | | | |
Operating earnings from rental properties | | | - | | | | 546 | | | | - | | | | - | |
| | |
Net loss (pre-tax) | | | (28,158 | ) | | | (17,743 | ) | | | (5,016 | ) | | | (6,306 | ) |
| | |
Impairment of investment in unconsolidated entities(1) | | | (12,156 | ) | | | (9,560 | ) | | | (12,156 | ) | | | (9,560 | ) |
Gain on disposition of equity method investments(2) | | | 48 | | | | - | | | | 48 | | | | - | |
| | |
Net loss (pre-tax) from unconsolidated entities | | $ | (40,266 | ) | | $ | (27,303 | ) | | $ | (17,124 | ) | | $ | (15,866 | ) |
| | |
34
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Investments in and Advances to Affiliates(continued)
| (1) | | The following table shows the detail of impairment of unconsolidated entities: |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Combined (100%) | | | Pro-Rata Share | |
| | | | | | (GAAP) | | | (Non-GAAP) | |
| | | | | | Three Months Ended April 30, |
| | | | | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | (in thousands) | | | | | |
|
Impairment of real estate: | | | | | | | | | | | | | | | | | | | | |
Old Stone Crossing at Caldwell Creek (Mixed-Use Land Development) | | (Charlotte, North Carolina) | | $ | 1,457 | | | $ | - | | | $ | 743 | | | $ | - | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Impairment of investment in unconsolidated entities: | | | | | | | | | | | | | | | | | | | | |
Office Buildings: | | | | | | | | | | | | | | | | | | | | |
818 Mission Street | | (San Francisco, California) | | $ | 4,018 | | | $ | - | | | $ | 4,018 | | | $ | - | |
Bulletin Building | | (San Francisco, California) | | | 3,543 | | | | - | | | | 3,543 | | | | - | |
Metreon (Specialty Retail Center) | | (San Francisco, California) | | | 4,595 | | | | - | | | | 4,595 | | | | - | |
Apartment Communities: | | | | | | | | | | | | | | | | | | | | |
Millender Center | | (Detroit, Michigan) | | | - | | | | 4,252 | | | | - | | | | 4,252 | |
Metropolitan Lofts | | (Los Angeles, California) | | | - | | | | 1,039 | | | | - | | | | 1,039 | |
Residences at University Park | | (Cambridge, Massachusetts) | | | - | | | | 855 | | | | - | | | | 855 | |
Classic Residence by Hyatt (Supported-living Apartments) | | (Yonkers, New York) | | | - | | | | 3,152 | | | | - | | | | 3,152 | |
Old Stone Crossing at Caldwell Creek (Mixed-Use Land Development) | | (Charlotte, North Carolina) | | | - | | | | 122 | | | | - | | | | 122 | |
Other | | | | | | | - | | | | 140 | | | | - | | | | 140 | |
| | | | | | |
Total impairment of investment in unconsolidated entities | | | | | | $ | 12,156 | | | $ | 9,560 | | | $ | 12,156 | | | $ | 9,560 | |
| | | | | | |
Total impairment of unconsolidated entities | | | | | | $ | 13,613 | | | $ | 9,560 | | | $ | 12,899 | | | $ | 9,560 | |
| | | | | | |
| (2) | | Upon disposition, investments accounted for on the equity method are not classified as discontinued operations; therefore, gains or losses on the sale of equity method properties are reported in continuing operations when sold. The following table shows the detail of gain on disposition of unconsolidated entities: |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Combined (100%) | | | Pro-Rata Share | |
| | | | | | (GAAP) | | | (Non-GAAP) | |
| | | | | | Three Months Ended April 30, | |
| | | | | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | (in thousands) | | | | | |
Gain on disposition of equity method investments: | | | | | | | | | | | | | | | | | | | | |
El Centro Mall (Specialty Retail Center) | | (El Centro, California) | | $ | 48 | | | $ | - | | | $ | 48 | | | $ | - | |
| | | | | | |
35
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
The following is a summary of the real estate activity of Forest City Rental Properties Corporation (“FCRPC”) as presented on pro-rata consolidation including a reconciliation from full consolidation to pro-rata consolidation.
Real Estate Activity
| | | | | | | | | | | | |
| | Pro-Rata Consolidation (Non-GAAP) |
| | | |
| | Three Months Ended | | | |
| | April 30, | | For the Years Ended January 31, |
| | 2010 | | 2010 | | | 2009 | |
| | | | | | (in thousands) | | | | | |
|
Rental Properties – Real Estate Activity | | | | | | | | | | | | |
Real estate | | | | | | | | | | | | |
Completed rental properties | | $ | 9,611,560 | | | $ | 9,547,444 | | | $ | 9,353,924 | |
Projects under development | | | 2,188,808 | | | | 2,346,471 | | | | 2,128,065 | |
Land held for development or sale | | | 125,286 | | | | 122,368 | | | | 116,675 | |
| | | | |
Total real estate - FCRPC | | | 11,925,654 | | | | 12,016,283 | | | | 11,598,664 | |
Less accumulated depreciation | | | (1,841,132 | ) | | | (1,856,483 | ) | | | (1,698,362 | ) |
| | | | |
Real estate, net - FCRPC | | $ | 10,084,522 | | | $ | 10,159,800 | | | $ | 9,900,302 | |
| | | | |
Plus real estate, net - Land Group and Corporate | | | 200,177 | | | | 206,778 | | | | 186,673 | |
| | | | |
Real estate, net - Forest City Enterprises | | $ | 10,284,699 | | | $ | 10,366,578 | | | $ | 10,086,975 | |
| | | | |
| | | | | | | | | | | | |
Real estate activity during the year | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | |
Capital expenditures | | $ | 8,183 | | | $ | 59,599 | | | $ | 99,130 | |
Transferred from projects under development | | | 308,179 | | | | 469,479 | | | | 729,370 | |
Acquisitions | | | - | | | | - | | | | 98,160 | |
Other | | | (6,029 | ) | | | (146,187 | ) | | | 116,679 | |
| | | | |
Total additions | | | 310,333 | | | | 382,891 | | | | 1,043,339 | |
Dispositions | | | (246,217 | ) (1) | | | (189,371 | ) (2) | | | (147,005 | ) (3) |
| | | | |
Completed rental properties, net additions | | | 64,116 | | | | 193,520 | | | | 896,334 | |
| | | | |
Projects under development | | | | | | | | | | | | |
New development | | | 162,130 | | | | 732,880 | | | | 1,023,035 | |
Transferred to completed rental properties | | | (308,179 | ) | | | (469,479 | ) | | | (729,370 | ) |
Cost of land sales | | | (876 | ) | | | (44,995 | ) | | | (34,391 | ) |
Other | | | (10,738 | ) | | | - | | | | 41,572 | (6) |
| | | | |
Projects under development, net additions | | | (157,663 | ) | | | 218,406 | | | | 300,846 | |
| | | | |
Land held for development or sale, net additions | | | 2,918 | | | | 5,693 | | | | 26,524 | |
| | | | |
Increase (decrease) in real estate, at cost | | $ | (90,629 | ) | | $ | 417,619 | | | $ | 1,223,704 | |
| | | | |
36
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Real Estate Activity — (continued)
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | Plus | | | | | | | |
| | | | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Full | | | Noncontrolling | | | Investments | | | Discontinued | | | Consolidation | |
Three Months Ended April 30, | | Consolidation | | | Interest | | | at Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | (in thousands) | |
2010 | | | | | | | | | | | | | | | | | | | | |
Real estate | | | | | | | | | | | | | | | | | | | | |
Completed rental properties | | $ | 8,216,309 | | | $ | 376,522 | | | $ | 1,771,773 | | | $ | - | | | $ | 9,611,560 | |
Projects under development | | | 2,616,973 | | | | 667,788 | | | | 239,623 | | | | - | | | | 2,188,808 | |
Land held for development or sale | | | 74,899 | | | | 5,940 | | | | 56,327 | | | | - | | | | 125,286 | |
| | |
Total real estate - FCRPC | | | 10,908,181 | | | | 1,050,250 | | | | 2,067,723 | | | | - | | | | 11,925,654 | |
Less accumulated depreciation | | | (1,505,549 | ) | | | (57,876 | ) | | | (393,459 | ) | | | - | | | | (1,841,132 | ) |
| | |
Real estate, net - FCRPC | | $ | 9,402,632 | | | $ | 992,374 | | | $ | 1,674,264 | | | $ | - | | | $ | 10,084,522 | |
| | |
Plus real estate, net - Land Group and Corporate | | | 148,505 | | | | 5,890 | | | | 57,562 | | | | - | | | | 200,177 | |
| | |
Real estate, net - Forest City Enterprises | | $ | 9,551,137 | | | $ | 998,264 | | | $ | 1,731,826 | | | $ | - | | | $ | 10,284,699 | |
| | |
Real estate activity during the year | | | | | | | | | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | $ | 6,574 | | | $ | (42 | ) | | $ | 1,567 | | | $ | - | | | $ | 8,183 | |
Transferred from projects under development | | | 334,869 | | | | 111,563 | | | | 84,873 | | | | - | | | | 308,179 | |
Acquisitions | | | - | | | | - | | | | - | | | | - | | | | - | |
Other(7) | | | (111,103 | ) | | | (8,201 | ) | | | 96,873 | | | | - | | | | (6,029 | ) |
| | |
Total additions | | | 230,340 | | | | 103,320 | | | | 183,313 | | | | - | | | | 310,333 | |
Dispositions of partial interests(1) | | | (484,096 | ) | | | (17,868 | ) | | | 220,011 | | | | - | | | | (246,217 | ) |
| | |
Completed rental properties, net additions | | | (253,756 | ) | | | 85,452 | | | | 403,324 | | | | - | | | | 64,116 | |
| | |
Projects under development | | | | | | | | | | | | | | | | | | | | |
New development | | | 206,074 | | | | 52,925 | | | | 8,981 | | | | - | | | | 162,130 | |
Transferred to completed rental properties | | | (334,869 | ) | | | (111,563 | ) | | | (84,873 | ) | | | - | | | | (308,179 | ) |
Cost of land sales | | | (876 | ) | | | - | | | | - | | | | - | | | | (876 | ) |
Other(5) | | | 105,474 | | | | 126,307 | | | | 10,095 | | | | - | | | | (10,738 | ) |
| | |
Projects under development, net additions | | | (24,197 | ) | | | 67,669 | | | | (65,797 | ) | | | - | | | | (157,663 | ) |
| | |
Land held for development or sale, net additions | | | 1,861 | | | | 108 | | | | 1,165 | | | | - | | | | 2,918 | |
| | |
Increase (decrease) in real estate, at cost | | $ | (276,092 | ) | | $ | 153,229 | | | $ | 338,692 | | | $ | - | | | $ | (90,629 | ) |
| | |
37
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Real Estate Activity – (continued)
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | Plus | | | | | | | |
| | | | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Full | | | Noncontrolling | | | Investments | | | Discontinued | | | Consolidation | |
Years Ended January 31, | | Consolidation | | | Interest | | | at Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | (in thousands) | |
2010 | | | | | | | | | | | | | | | | | | | | |
Real estate - end of year | | | | | | | | | | | | | | | | | | | | |
Completed rental properties | | $ | 8,470,065 | | | $ | 291,070 | | | $ | 1,368,449 | | | $ | - | | | $ | 9,547,444 | |
Projects under development | | | 2,641,170 | | | | 600,119 | | | | 305,420 | | | | - | | | | 2,346,471 | |
Land held for development or sale | | | 73,038 | | | | 5,832 | | | | 55,162 | | | | - | | | | 122,368 | |
| | |
Total real estate - FCRPC | | | 11,184,273 | | | | 897,021 | | | | 1,729,031 | | | | - | | | | 12,016,283 | |
Less accumulated depreciation | | | (1,588,070 | ) | | | (57,756 | ) | | | (326,169 | ) | | | - | | | | (1,856,483 | ) |
| | |
Real estate, net - FCRPC | | $ | 9,596,203 | | | $ | 839,265 | | | $ | 1,402,862 | | | $ | - | | | $ | 10,159,800 | |
| | |
Plus real estate, net - Land Group and Corporate | | | 150,918 | | | | 5,843 | | | | 61,703 | | | | - | | | | 206,778 | |
| | |
Real estate, net - Forest City Enterprises | | $ | 9,747,121 | | | $ | 845,108 | | | $ | 1,464,565 | | | $ | - | | | $ | 10,366,578 | |
| | |
Real estate activity during the year | | | | | | | | | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | $ | 43,787 | | | $ | 1,799 | | | $ | 17,611 | | | $ | - | | | $ | 59,599 | |
Transferred from projects under development | | | 376,829 | | | | 21,508 | | | | 114,158 | | | | - | | | | 469,479 | |
Acquisitions | | | - | | | | - | | | | - | | | | - | | | | - | |
Other(4) | | | (57,623 | ) | | | 29,656 | | | | (58,908 | ) | | | - | | | | (146,187 | ) |
| | |
Total additions | | | 362,993 | | | | 52,963 | | | | 72,861 | | | | - | | | | 382,891 | |
Dispositions(2) | | | (93,875 | ) | | | - | | | | (95,496 | ) | | | - | | | | (189,371 | ) |
| | |
Completed rental properties, net additions | | | 269,118 | | | | 52,963 | | | | (22,635 | ) | | | - | | | | 193,520 | |
| | |
Projects under development | | | | | | | | | | | | | | | | | | | | |
New development | | | 805,865 | | | | 153,995 | | | | 81,010 | | | | - | | | | 732,880 | |
Transferred to completed rental properties | | | (376,829 | ) | | | (21,508 | ) | | | (114,158 | ) | | | - | | | | (469,479 | ) |
Cost of land sales | | | (28,920 | ) | | | - | | | | (16,075 | ) | | | - | | | | (44,995 | ) |
| | |
Projects under development, net additions | | | 400,116 | | | | 132,487 | | | | (49,223 | ) | | | - | | | | 218,406 | |
| | |
Land held for development or sale, net additions | | | 4,494 | | | | 60 | | | | 1,259 | | | | - | | | | 5,693 | |
| | |
Increase (decrease) in real estate, at cost | | $ | 673,728 | | | $ | 185,510 | | | $ | (70,599 | ) | | $ | - | | | $ | 417,619 | |
| | |
|
|
2009 | | | | | | | | | | | | | | | | | | | | |
Real estate - end of year | | | | | | | | | | | | | | | | | | | | |
Completed rental properties | | $ | 8,200,947 | | | $ | 238,107 | | | $ | 1,391,084 | | | $ | - | | | $ | 9,353,924 | |
Projects under development | | | 2,241,054 | | | | 467,632 | | | | 354,643 | | | | - | | | | 2,128,065 | |
Land held for development or sale | | | 68,544 | | | | 5,772 | | | | 53,903 | | | | - | | | | 116,675 | |
| | |
Total real estate - FCRPC | | | 10,510,545 | | | | 711,511 | | | | 1,799,630 | | | | - | | | | 11,598,664 | |
Less accumulated depreciation | | | (1,413,299 | ) | | | (47,555 | ) | | | (332,618 | ) | | | - | | | | (1,698,362 | ) |
| | |
Real estate, net - FCRPC | | $ | 9,097,246 | | | $ | 663,956 | | | $ | 1,467,012 | | | $ | - | | | $ | 9,900,302 | |
| | |
Plus real estate, net - Land Group and Corporate | | | 132,056 | | | | 13,857 | | | | 68,474 | | | | - | | | | 186,673 | |
| | |
Real estate, net - Forest City Enterprises | | $ | 9,229,302 | | | $ | 677,813 | | | $ | 1,535,486 | | | $ | - | | | $ | 10,086,975 | |
| | |
Real estate activity during the year | | | | | | | | | | | | | | | | | | | | |
Completed rental properties | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | $ | 90,348 | | | $ | 2,415 | | | $ | 11,197 | | | $ | - | | | $ | 99,130 | |
Transferred from projects under development | | | 591,992 | | | | 10,886 | | | | 148,264 | | | | - | | | | 729,370 | |
Acquisitions | | | 80,972 | | | | 2,641 | | | | 19,829 | | | | - | | | | 98,160 | |
Other(4) | | | 13,031 | | | | (94,407 | ) | | | 9,241 | | | | - | | | | 116,679 | |
| | |
Total additions | | | 776,343 | | | | (78,465 | ) | | | 188,531 | | | | - | | | | 1,043,339 | |
Dispositions(3) | | | (128,010 | ) | | | (17,820 | ) | | | (5,487 | ) | | | (31,328 | ) | | | (147,005 | ) |
| | |
Completed rental properties, net additions | | | 648,333 | | | | (96,285 | ) | | | 183,044 | | | | (31,328 | ) | | | 896,334 | |
| | |
Projects under development | | | | | | | | | | | | | | | | | | | | |
New development | | | 922,248 | | | | 134,386 | | | | 235,173 | | | | - | | | | 1,023,035 | |
Transferred to completed rental properties | | | (591,992 | ) | | | (10,886 | ) | | | (148,264 | ) | | | - | | | | (729,370 | ) |
Cost of land sales | | | (12,264 | ) | | | (141 | ) | | | (22,268 | ) | | | - | | | | (34,391 | ) |
Other(6) | | | 416,695 | | | | 158,467 | | | | (216,656 | ) | | | - | | | | 41,572 | |
| | |
Projects under development, net additions | | | 734,687 | | | | 281,826 | | | | (152,015 | ) | | | - | | | | 300,846 | |
| | |
Land held for development or sale, net additions | | | 15,930 | | | | 851 | | | | 11,445 | | | | - | | | | 26,524 | |
| | |
Increase (decrease) in real estate, at cost | | $ | 1,398,950 | | | $ | 186,392 | | | $ | 42,474 | | | $ | (31,328 | ) | | $ | 1,223,704 | |
| | |
38
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Real Estate Activity – (continued)
| (1) | | Reflects the dispositions of partial interests in the following apartment communities in the Washington, D.C. metropolitan area;The Grand(549 units),Lenox Club(385 units),Lenox Park(406 units), and the following office buildings in Cambridge, Massachusetts;35 Landsdowne Street(202,000 square feet),40 Landsdowne Street(215,000 square feet),45/75 Sidney Street(277,000 square feet),65/80 Landsdwone Street(122,000 square feet),88 Sidney Street(145,000 square feet), andJackson Building(202,000 square feet). |
|
| (2) | | Reflects the dispositions of:Grand Avenue(a 100,000 square foot specialty retail center in Queens, New York),Sterling Glen of Glen Cove(an 80-unit supported-living apartment community in Glen Cove, New York),Sterling Glen of Great Neck(a 142-unit supported-living apartment community in Great Neck, New York),Classic Residence by Hyatt (a 220-unit supported-living apartment community in Teaneck, New Jersey),Classic Residence by Hyatt(a 339-unit supported-living apartment community in Chevy Chase, Maryland),Classic Residence by Hyatt(a 310-unit supported-living apartment community in Yonkers, New York),Granada Gardens(a 940-unit apartment community in Warrensville Heights, Ohio), andClarkwood(a 568-unit apartment community in Warrensville Heights, Ohio). |
|
| (3) | | Primarily reflects the dispositions of:Sterling Glen of Lynbrook(a 130-unit supported-living apartment community in Lynbrook, New York),Sterling Glen of Rye Brook(a 168-unit supported-living apartment community in Rye Brook, New York),One International Place(an 88,000 square foot office building in Cleveland, Ohio) andEmery Richmond(a 5,000 square foot office building in Warrensville Heights, Ohio). |
|
| (4) | | Relates to non-cash changes in completed rental properties with increases primarily due to assuming a larger portion of the existing mortgage debt upon acquisition of a partners’ interest and decreases primarily due to impairment of real estate assets. |
|
| (5) | | Primarily reflects the impact on projects under development based on the adoption of the new GAAP accounting guidance on consolidation of VIEs. Upon adoption of the new guidance effective February 1, 2010, theBarclays Center Arenabecame a consolidated entity and we deconsolidated theVillage at Gulfstream. The remaining amounts are miscellaneous non-cash changes to projects under development. |
|
| (6) | | Primarily reflects changes in accounting method between full consolidation and equity method forWaterfront Station, Village at Gulfstream,Shops at Wiregrass,and a mixed-use development project located in Las Vegas, Nevada in the Commercial Group for the year ended January 31, 2009. This also includes the retrospective application of accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement). |
|
| (7) | | Primarily reflects the impact on completed rental properties based on the adoption of the new accounting guidance discussed in (5) above. Upon adoption of the new guidance, seven Residential entities and one Commercial entity in the operating portfolio were deconsolidated. The remaining amounts are miscellaneous non-cash changes to completed rental properties. |
39
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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2010 and 2009(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial Group 2010 | | | | Commercial Group 2009 | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | | |
Revenues from real estate operations | | $ | 221,972 | | | $ | 11,850 | | | $ | 35,504 | | | $ | - | | | $ | 245,626 | | | | $ | 235,627 | | | $ | 10,980 | | | $ | 27,585 | | | $ | 813 | | | $ | 253,045 | |
Exclude straight-line rent adjustment | | | (3,825 | ) | | | - | | | | - | | | | - | | | | (3,825 | ) | | | | (4,395 | ) | | | - | | | | - | | | | (12 | ) | | | (4,407 | ) |
| | | | | |
Adjusted revenues | | | 218,147 | | | | 11,850 | | | | 35,504 | | | | - | | | | 241,801 | | | | | 231,232 | | | | 10,980 | | | | 27,585 | | | | 801 | | | | 248,638 | |
Add interest and other income | | | 1,946 | | | | 625 | | | | 594 | | | | - | | | | 1,915 | | | | | 585 | | | | (89 | ) | | | 222 | | | | - | | | | 896 | |
Add equity in earnings (loss), including impairment of unconsolidated entities | | | (8,701 | ) | | | - | | | | 8,701 | | | | - | | | | - | | | | | 836 | | | | 1 | | | | (835 | ) | | | - | | | | - | |
Exclude gain on disposition of unconsolidated entities | | | (48 | ) | | | - | | | | 48 | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude impairment of unconsolidated entities | | | 12,156 | | | | - | | | | (12,156 | ) | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude depreciation and amortization of unconsolidated entities | | | 5,923 | | | | - | | | | (5,923 | ) | | | - | | | | - | | | | | 4,152 | | | | - | | | | (4,152 | ) | | | - | | | | - | |
| | | | | |
Adjusted total income | | | 229,423 | | | | 12,475 | | | | 26,768 | | | | - | | | | 243,716 | | | | | 236,805 | | | | 10,892 | | | | 22,820 | | | | 801 | | | | 249,534 | |
Operating expenses | | | 106,878 | | | | 5,320 | | | | 15,510 | | | | - | | | | 117,068 | | | | | 114,906 | | | | 4,900 | | | | 15,094 | | | | 320 | | | | 125,420 | |
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | | | 521 | | | | - | | | | - | | | | - | | | | 521 | | | | | 1,643 | | | | - | | | | - | | | | - | | | | 1,643 | |
Exclude straight-line rent adjustment | | | (1,243 | ) | | | - | | | | - | | | | - | | | | (1,243 | ) | | | | (1,636 | ) | | | - | | | | - | | | | - | | | | (1,636 | ) |
Exclude preference payment | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) | | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) |
| | | | | |
Adjusted operating expenses | | | 105,571 | | | | 5,320 | | | | 15,510 | | | | - | | | | 115,761 | | | | | 114,328 | | | | 4,900 | | | | 15,094 | | | | 320 | | | | 124,842 | |
Net operating income | | | 123,852 | | | | 7,155 | | | | 11,258 | | | | - | | | | 127,955 | | | | | 122,477 | | | | 5,992 | | | | 7,726 | | | | 481 | | | | 124,692 | |
Interest expense | | | 59,833 | | | | 4,785 | | | | 11,258 | | | | - | | | | 66,306 | | | | | 59,497 | | | | 3,007 | | | | 7,726 | | | | 322 | | | | 64,538 | |
(Gain) loss on early extinguishment of debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Noncontrolling interest in earnings before depreciation and amortization | | | 2,370 | | | | 2,370 | | | | - | | | | - | | | | - | | | | | 2,985 | | | | 2,985 | | | | - | | | | - | | | | - | |
Add: Pre-Tax EBDT from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 159 | | | | - | | | | - | | | | (159 | ) | | | - | |
| | | | | |
Pre-Tax EBDT | | | 61,649 | | | | - | | | | - | | | | - | | | | 61,649 | | | | | 60,154 | | | | - | | | | - | | | | - | | | | 60,154 | |
Income tax expense (benefit) | | | 568 | | | | - | | | | - | | | | - | | | | 568 | | | | | 1,781 | | | | - | | | | - | | | | - | | | | 1,781 | |
| | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 61,081 | | | $ | - | | | $ | - | | | $ | - | | | $ | 61,081 | | | | $ | 58,373 | | | $ | - | | | $ | - | | | $ | - | | | $ | 58,373 | |
| | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 61,081 | | | $ | - | | | $ | - | | | $ | - | | | $ | 61,081 | | | | $ | 58,373 | | | $ | - | | | $ | - | | | $ | - | | | $ | 58,373 | |
Depreciation and amortization - Real Estate Groups | | | (52,170 | ) | | | - | | | | - | | | | - | | | | (52,170 | ) | | | | (51,900 | ) | | | - | | | | - | | | | (107 | ) | | | (52,007 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | | | (2,432 | ) | | | - | | | | - | | | | - | | | | (2,432 | ) | | | | (2,994 | ) | | | - | | | | - | | | | (5 | ) | | | (2,999 | ) |
Deferred taxes - Real Estate Groups | | | (2,748 | ) | | | - | | | | - | | | | - | | | | (2,748 | ) | | | | 3,319 | | | | - | | | | - | | | | (31 | ) | | | 3,288 | |
Straight-line rent adjustment | | | 2,582 | | | | - | | | | - | | | | - | | | | 2,582 | | | | | 2,759 | | | | - | | | | - | | | | 12 | | | | 2,771 | |
Preference payment | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) | | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) |
Gain (loss) on disposition of rental properties, net of tax | | | (17,432 | ) | | | - | | | | 29 | | | | - | | | | (17,403 | ) | | | | - | | | | - | | | | - | | | | 2,784 | | | | 2,784 | |
Gain on disposition of unconsolidated entities, net of tax | | | 29 | | | | - | | | | (29 | ) | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of consolidated and unconsolidated real estate, net of tax | | | - | | | | - | | | | (7,441 | ) | | | - | | | | (7,441 | ) | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of unconsolidated entities, net of tax | | | (7,441 | ) | | | - | | | | 7,441 | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Discontinued operations, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (107 | ) | | | - | | | | - | | | | 107 | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (5 | ) | | | - | | | | - | | | | 5 | | | | - | |
Deferred taxes - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (31 | ) | | | - | | | | - | | | | 31 | | | | - | |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 12 | | | | - | | | | - | | | | (12 | ) | | | - | |
Gain on disposition of rental properties | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 2,784 | | | | - | | | | - | | | | (2,784 | ) | | | - | |
| | | | | |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | | $ | (19,116 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (19,116 | ) | | | $ | 11,625 | | | $ | - | | | $ | - | | | $ | - | | | $ | 11,625 | |
| | | | | |
40
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2010 and 2009(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Residential Group 2010 | | | | Residential Group 2009 | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | | |
Revenues from real estate operations | | $ | 52,889 | | | $ | 969 | | | $ | 35,534 | | | $ | - | | | $ | 87,454 | | | | $ | 73,444 | | | $ | 1,274 | | | $ | 40,980 | | | $ | 1,488 | | | $ | 114,638 | |
Exclude straight-line rent adjustment | | | (452 | ) | | | - | | | | - | | | | - | | | | (452 | ) | | | | (4 | ) | | | - | | | | - | | | | - | | | | (4 | ) |
| | | | | |
Adjusted revenues | | | 52,437 | | | | 969 | | | | 35,534 | | | | - | | | | 87,002 | | | | | 73,440 | | | | 1,274 | | | | 40,980 | | | | 1,488 | | | | 114,634 | |
Add interest and other income | | | 2,571 | | | | 100 | | | | 177 | | | | - | | | | 2,648 | | | | | 4,071 | | | | 33 | | | | 168 | | | | - | | | | 4,206 | |
Add equity in earnings (loss), including impairment of unconsolidated entities | | | 2,038 | | | | (221 | ) | | | (2,175 | ) | | | - | | | | 84 | | | | | (7,851 | ) | | | 17 | | | | 7,953 | | | | - | | | | 85 | |
Exclude gain on disposition of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude impairment of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 9,298 | | | | - | | | | (9,298 | ) | | | - | | | | - | |
Exclude depreciation and amortization of unconsolidated entities | | | 5,855 | | | | - | | | | (5,855 | ) | | | - | | | | - | | | | | 6,698 | | | | - | | | | (6,698 | ) | | | - | | | | - | |
| | | | | |
Adjusted total income | | | 62,901 | | | | 848 | | | | 27,681 | | | | - | | | | 89,734 | | | | | 85,656 | | | | 1,324 | | | | 33,105 | | | | 1,488 | | | | 118,925 | |
Operating expenses | | | 32,648 | | | | 581 | | | | 19,863 | | | | - | | | | 51,930 | | | | | 58,144 | | | | 330 | | | | 25,489 | | | | 24 | | | | 83,327 | |
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | | | 561 | | | | - | | | | - | | | | - | | | | 561 | | | | | 957 | | | | - | | | | - | | | | - | | | | 957 | |
Exclude straight-line rent adjustment | | | 1 | | | | - | | | | - | | | | - | | | | 1 | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | |
Adjusted operating expenses | | | 33,210 | | | | 581 | | | | 19,863 | | | | - | | | | 52,492 | | | | | 59,101 | | | | 330 | | | | 25,489 | | | | 24 | | | | 84,284 | |
Net operating income | | | 29,691 | | | | 267 | | | | 7,818 | | | | - | | | | 37,242 | | | | �� | 26,555 | | | | 994 | | | | 7,616 | | | | 1,464 | | | | 34,641 | |
Interest expense | | | 4,969 | | | | 282 | | | | 7,818 | | | | - | | | | 12,505 | | | | | 9,720 | | | | 372 | | | | 7,440 | | | | 673 | | | | 17,461 | |
(Gain) loss on early extinguishment of debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | 176 | | | | - | | | | 176 | |
Noncontrolling interest in earnings before depreciation and amortization | | | (15 | ) | | | (15 | ) | | | - | | | | - | | | | - | | | | | 622 | | | | 622 | | | | - | | | | - | | | | - | |
Add: Pre-Tax EBDT from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 791 | | | | - | | | | - | | | | (791 | ) | | | - | |
| | | | | |
Pre-Tax EBDT | | | 24,737 | | | | - | | | | - | | | | - | | | | 24,737 | | | | | 17,004 | | | | - | | | | - | | | | - | | | | 17,004 | |
Income tax expense (benefit) | | | (2,876 | ) | | | - | | | | - | | | | - | | | | (2,876 | ) | | | | (528 | ) | | | - | | | | - | | | | - | | | | (528 | ) |
| | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 27,613 | | | $ | - | | | $ | - | | | $ | - | | | $ | 27,613 | | | | $ | 17,532 | | | $ | - | | | $ | - | | | $ | - | | | $ | 17,532 | |
| | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 27,613 | | | $ | - | | | $ | - | | | $ | - | | | $ | 27,613 | | | | $ | 17,532 | | | $ | - | | | $ | - | | | $ | - | | | $ | 17,532 | |
Depreciation and amortization - Real Estate Groups | | | (17,705 | ) | | | - | | | | - | | | | - | | | | (17,705 | ) | | | | (19,501 | ) | | | - | | | | - | | | | (524 | ) | | | (20,025 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | | | (550 | ) | | | - | | | | - | | | | - | | | | (550 | ) | | | | (867 | ) | | | - | | | | - | | | | (19 | ) | | | (886 | ) |
Deferred taxes - Real Estate Groups | | | (6,748 | ) | | | - | | | | - | | | | - | | | | (6,748 | ) | | | | 2,127 | | | | - | | | | - | | | | (43 | ) | | | 2,084 | |
Straight-line rent adjustment | | | 453 | | | | - | | | | - | | | | - | | | | 453 | | | | | 4 | | | | - | | | | - | | | | - | | | | 4 | |
Preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain (loss) on disposition of rental properties, net of tax | | | 17,610 | | | | - | | | | - | | | | - | | | | 17,610 | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of unconsolidated entities, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of consolidated and unconsolidated real estate, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (688 | ) | | | - | | | | (5,693 | ) | | | - | | | | (6,381 | ) |
Impairment of unconsolidated entities, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (5,693 | ) | | | - | | | | 5,693 | | | | - | | | | - | |
Discontinued operations, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (524 | ) | | | - | | | | - | | | | 524 | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (19 | ) | | | - | | | | - | | | | 19 | | | | - | |
Deferred taxes - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (43 | ) | | | - | | | | - | | | | 43 | | | | - | |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of rental properties | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | | $ | 20,673 | | | $ | - | | | $ | - | | | $ | - | | | $ | 20,673 | | | | $ | (7,672 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (7,672 | ) |
| | | | | |
41
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2010 and 2009(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Land Development Group 2010 | | | | Land Development Group 2009 | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | | |
Revenues from real estate operations | | $ | 6,858 | | | $ | 348 | | | $ | 2,435 | | | $ | - | | | $ | 8,945 | | | | $ | 2,470 | | | $ | 165 | | | $ | 5,930 | | | $ | - | | | $ | 8,235 | |
Exclude straight-line rent adjustment | | | (3 | ) | | | - | | | | - | | | | - | | | | (3 | ) | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | |
Adjusted revenues | | | 6,855 | | | | 348 | | | | 2,435 | | | | - | | | | 8,942 | | | | | 2,470 | | | | 165 | | | | 5,930 | | | | - | | | | 8,235 | |
Add interest and other income | | | 2,194 | | | | 174 | | | | 8 | | | | - | | | | 2,028 | | | | | 2,154 | | | | 196 | | | | 14 | | | | - | | | | 1,972 | |
Add equity in earnings (loss), including impairment of unconsolidated entities | | | (31 | ) | | | - | | | | 220 | | | | - | | | | 189 | | | | | 1,830 | | | | - | | | | (1,847 | ) | | | - | | | | (17 | ) |
Exclude gain on disposition of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude impairment of unconsolidated entities | | | 743 | | | | - | | | | (743 | ) | | | - | | | | - | | | | | 262 | | | | - | | | | (262 | ) | | | - | | | | - | |
Exclude depreciation and amortization of unconsolidated entities | | | 74 | | | | - | | | | (74 | ) | | | - | | | | - | | | | | 78 | | | | - | | | | (78 | ) | | | - | | | | - | |
| | | | | |
Adjusted total income | | | 9,835 | | | | 522 | | | | 1,846 | | | | - | | | | 11,159 | | | | | 6,794 | | | | 361 | | | | 3,757 | | | | - | | | | 10,190 | |
Operating expenses | | | 10,448 | | | | 504 | | | | 2,112 | | | | - | | | | 12,056 | | | | | 5,952 | | | | 415 | | | | 3,640 | | | | - | | | | 9,177 | |
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | | | 40 | | | | - | | | | - | | | | - | | | | 40 | | | | | 135 | | | | - | | | | - | | | | - | | | | 135 | |
Exclude straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | |
Adjusted operating expenses | | | 10,488 | | | | 504 | | | | 2,112 | | | | - | | | | 12,096 | | | | | 6,087 | | | | 415 | | | | 3,640 | | | | - | | | | 9,312 | |
Net operating income | | | (653 | ) | | | 18 | | | | (266 | ) | | | - | | | | (937 | ) | | | | 707 | | | | (54 | ) | | | 117 | | | | - | | | | 878 | |
Interest expense | | | 1,308 | | | | 72 | | | | (266 | ) | | | - | | | | 970 | | | | | 249 | | | | 53 | | | | 117 | | | | - | | | | 313 | |
(Gain) loss on early extinguishment of debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Noncontrolling interest in earnings before depreciation and amortization | | | (54 | ) | | | (54 | ) | | | - | | | | - | | | | - | | | | | (107 | ) | | | (107 | ) | | | - | | | | - | | | | - | |
Add: Pre-Tax EBDT from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | |
Pre-Tax EBDT | | | (1,907 | ) | | | - | | | | - | | | | - | | | | (1,907 | ) | | | | 565 | | | | - | | | | - | | | | - | | | | 565 | |
Income tax expense (benefit) | | | 385 | | | | - | | | | - | | | | - | | | | 385 | | | | | 504 | | | | - | | | | - | | | | - | | | | 504 | |
| | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (2,292 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (2,292 | ) | | | $ | 61 | | | $ | - | | | $ | - | | | $ | - | | | $ | 61 | |
| | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (2,292 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (2,292 | ) | | | $ | 61 | | | $ | - | | | $ | - | | | $ | - | | | $ | 61 | |
Depreciation and amortization - Real Estate Groups | | | (79 | ) | | | - | | | | - | | | | - | | | | (79 | ) | | | | (96 | ) | | | - | | | | - | | | | - | | | | (96 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | | | (80 | ) | | | - | | | | - | | | | - | | | | (80 | ) | | | | (137 | ) | | | - | | | | - | | | | - | | | | (137 | ) |
Deferred taxes - Real Estate Groups | | | 881 | | | | - | | | | - | | | | - | | | | 881 | | | | | 588 | | | | - | | | | - | | | | - | | | | 588 | |
Straight-line rent adjustment | | | 3 | | | | - | | | | - | | | | - | | | | 3 | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain (loss) on disposition of rental properties, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of unconsolidated entities, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of consolidated and unconsolidated real estate, net of tax | | | - | | | | - | | | | (455 | ) | | | - | | | | (455 | ) | | | | - | | | | - | | | | (160 | ) | | | - | | | | (160 | ) |
Impairment of unconsolidated entities, net of tax | | | (455 | ) | | | - | | | | 455 | | | | - | | | | - | | | | | (160 | ) | | | - | | | | 160 | | | | - | | | | - | |
Discontinued operations, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Deferred taxes - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of rental properties | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | | $ | (2,022 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (2,022 | ) | | | $ | 256 | | | $ | - | | | $ | - | | | $ | - | | | $ | 256 | |
| | | | | |
42
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2010 and 2009(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | The Nets 2010 | | | | The Nets 2009 | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | |
Revenues from real estate operations | | $ | - | | | $ | - | | | $ | 14,066 | | | $ | - | | | $ | 14,066 | | | | $ | - | | | $ | - | | | $ | 16,380 | | | $ | - | | | $ | 16,380 | |
Exclude straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Adjusted revenues | | | - | | | | - | | | | 14,066 | | | | - | | | | 14,066 | | | | | - | | | | - | | | | 16,380 | | | | - | | | | 16,380 | |
Add interest and other income | | | - | | | | - | | | | (29 | ) | | | - | | | | (29 | ) | | | | - | | | | - | | | | 69 | | | | - | | | | 69 | |
Add equity in earnings (loss), including impairment of unconsolidated entities | | | (10,430 | ) | | | (6,223 | ) | | | 4,207 | | | | - | | | | - | | | | | (10,681 | ) | | | - | | | | 10,681 | | | | - | | | | - | |
Exclude gain on disposition of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude impairment of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude depreciation and amortization of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Adjusted total income | | | (10,430 | ) | | | (6,223 | ) | | | 18,244 | | | | - | | | | 14,037 | | | | | (10,681 | ) | | | - | | | | 27,130 | | | | - | | | | 16,449 | |
Operating expenses | | | - | | | | - | | | | 16,151 | | | | - | | | | 16,151 | | | | | - | | | | - | | | | 18,855 | | | | - | | | | 18,855 | |
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | | | - | | | | - | | | | 947 | | | | - | | | | 947 | | | | | - | | | | - | | | | 7,278 | | | | - | | | | 7,278 | |
Exclude straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Adjusted operating expenses | | | - | | | | - | | | | 17,098 | | | | - | | | | 17,098 | | | | | - | | | | - | | | | 26,133 | | | | - | | | | 26,133 | |
Net operating income | | | (10,430 | ) | | | (6,223 | ) | | | 1,146 | | | | - | | | | (3,061 | ) | | | | (10,681 | ) | | | - | | | | 997 | | | | - | | | | (9,684 | ) |
Interest expense | | | - | | | | - | | | | 1,146 | | | | - | | | | 1,146 | | | | | - | | | | - | | | | 997 | | | | - | | | | 997 | |
(Gain) loss on early extinguishment of debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Noncontrolling interest in earnings before depreciation and amortization | | | (6,223 | ) | | | (6,223 | ) | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Add: Pre-Tax EBDT from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Pre-Tax EBDT | | | (4,207 | ) | | | - | | | | - | | | | - | | | | (4,207 | ) | | | | (10,681 | ) | | | - | | | | - | | | | - | | | | (10,681 | ) |
Income tax expense (benefit) | | | (834 | ) | | | - | | | | - | | | | - | | | | (834 | ) | | | | (3,689 | ) | | | - | | | | - | | | | - | | | | (3,689 | ) |
| | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (3,373 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (3,373 | ) | | | $ | (6,992 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (6,992 | ) |
| | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (3,373 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (3,373 | ) | | | $ | (6,992 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (6,992 | ) |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Deferred taxes - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain (loss) on disposition of rental properties, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of unconsolidated entities, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of consolidated and unconsolidated real estate, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of unconsolidated entities, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Discontinued operations, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Deferred taxes - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of rental properties | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | | $ | (3,373 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (3,373 | ) | | | $ | (6,992 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (6,992 | ) |
| | | | |
43
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2010 and 2009(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Corporate Activities 2010 | | | | Corporate Activities 2009 | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | |
Revenues from real estate operations | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Exclude straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Adjusted revenues | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Add interest and other income | | | 106 | | | | - | | | | - | | | | - | | | | 106 | | | | | (2 | ) | | | - | | | | - | | | | - | | | | (2 | ) |
Add equity in earnings (loss), including impairment of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude gain on disposition of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude impairment of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude depreciation and amortization of unconsolidated entities | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Adjusted total income | | | 106 | | | | - | | | | - | | | | - | | | | 106 | | | | | (2 | ) | | | - | | | | - | | | | - | | | | (2 | ) |
Operating expenses | | | 11,006 | | | | - | | | | - | | | | - | | | | 11,006 | | | | | 15,821 | | | | - | | | | - | | | | - | | | | 15,821 | |
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | | | 446 | | | | - | | | | - | | | | - | | | | 446 | | | | | 717 | | | | - | | | | - | | | | - | | | | 717 | |
Exclude straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Adjusted operating expenses | | | 11,452 | | | | - | | | | - | | | | - | | | | 11,452 | | | | | 16,538 | | | | - | | | | - | | | | - | | | | 16,538 | |
Net operating income | | | (11,346 | ) | | | - | | | | - | | | | - | | | | (11,346 | ) | | | | (16,540 | ) | | | - | | | | - | | | | - | | | | (16,540 | ) |
Interest expense | | | 16,864 | | | | - | | | | - | | | | - | | | | 16,864 | | | | | 21,569 | | | | - | | | | - | | | | - | | | | 21,569 | |
(Gain) loss on early extinguishment of debt | | | (6,297 | ) | | | - | | | | - | | | | - | | | | (6,297 | ) | | | | - | | | | - | | | | - | | | | - | | | | - | |
Noncontrolling interest in earnings before depreciation and amortization | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Add: Pre-Tax EBDT from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Pre-Tax EBDT | | | (21,913 | ) | | | - | | | | - | | | | - | | | | (21,913 | ) | | | | (38,109 | ) | | | - | | | | - | | | | - | | | | (38,109 | ) |
Income tax expense (benefit) | | | (9,351 | ) | | | - | | | | - | | | | - | | | | (9,351 | ) | | | | (10,739 | ) | | | - | | | | - | | | | - | | | | (10,739 | ) |
| | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (12,562 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (12,562 | ) | | | $ | (27,370 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (27,370 | ) |
| | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (12,562 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (12,562 | ) | | | $ | (27,370 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (27,370 | ) |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Deferred taxes - Real Estate Groups | | | 838 | | | | - | | | | - | | | | - | | | | 838 | | | | | (526 | ) | | | - | | | | - | | | | - | | | | (526 | ) |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Preference payment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain (loss) on disposition of rental properties, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of unconsolidated entities, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of consolidated and unconsolidated real estate, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of unconsolidated entities, net of tax | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Discontinued operations, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Deferred taxes - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain on disposition of rental properties | | | - | | | | - | | | | - | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | | $ | (11,724 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (11,724 | ) | | | $ | (27,896 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (27,896 | ) |
| | | | |
44
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2010 and 2009(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total 2010 | | | | Total 2009 | |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | | Plus | | | | | | | |
| | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | | | | Full | | | Less | | | Unconsolidated | | | Plus | | | Pro-Rata | |
| | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | | | | Consolidation | | | Noncontrolling | | | Investments at | | | Discontinued | | | Consolidation | |
| | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | | | | (GAAP) | | | Interest | | | Pro-Rata | | | Operations | | | (Non-GAAP) | |
| | |
Revenues from real estate operations | | $ | 281,719 | | | $ | 13,167 | | | $ | 87,539 | | | $ | - | | | $ | 356,091 | | | | $ | 311,541 | | | $ | 12,419 | | | $ | 90,875 | | | $ | 2,301 | | | $ | 392,298 | |
Exclude straight-line rent adjustment | | | (4,280 | ) | | | - | | | | - | | | | - | | | | (4,280 | ) | | | | (4,399 | ) | | | - | | | | - | | | | (12 | ) | | | (4,411 | ) |
| | | | |
Adjusted revenues | | | 277,439 | | | | 13,167 | | | | 87,539 | | | | - | | | | 351,811 | | | | | 307,142 | | | | 12,419 | | | | 90,875 | | | | 2,289 | | | | 387,887 | |
Add interest and other income | | | 6,817 | | | | 899 | | | | 750 | | | | - | | | | 6,668 | | | | | 6,808 | | | | 140 | | | | 473 | | | | - | | | | 7,141 | |
Add equity in earnings (loss), including impairment of unconsolidated entities | | | (17,124 | ) | | | (6,444 | ) | | | 10,953 | | | | - | | | | 273 | | | | | (15,866 | ) | | | 18 | | | | 15,952 | | | | - | | | | 68 | |
Exclude gain on disposition of unconsolidated entities | | | (48 | ) | | | - | | | | 48 | | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Exclude impairment of unconsolidated entities | | | 12,899 | | | | - | | | | (12,899 | ) | | | - | | | | - | | | | | 9,560 | | | | - | | | | (9,560 | ) | | | - | | | | - | |
Exclude depreciation and amortization of unconsolidated entities | | | 11,852 | | | | - | | | | (11,852 | ) | | | - | | | | - | | | | | 10,928 | | | | - | | | | (10,928 | ) | | | - | | | | - | |
| | | | |
Adjusted total income | | | 291,835 | | | | 7,622 | | | | 74,539 | | | | - | | | | 358,752 | | | | | 318,572 | | | | 12,577 | | | | 86,812 | | | | 2,289 | | | | 395,096 | |
Operating expenses | | | 160,980 | | | | 6,405 | | | | 53,636 | | | | - | | | | 208,211 | | | | | 194,823 | | | | 5,645 | | | | 63,078 | | | | 344 | | | | 252,600 | |
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs | | | 1,568 | | | | - | | | | 947 | | | | - | | | | 2,515 | | | | | 3,452 | | | | - | | | | 7,278 | | | | - | | | | 10,730 | |
Exclude straight-line rent adjustment | | | (1,242 | ) | | | - | | | | - | | | | - | | | | (1,242 | ) | | | | (1,636 | ) | | | - | | | | - | | | | - | | | | (1,636 | ) |
Exclude preference payment | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) | | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) |
| | | | |
Adjusted operating expenses | | | 160,721 | | | | 6,405 | | | | 54,583 | | | | - | | | | 208,899 | | | | | 196,054 | | | | 5,645 | | | | 70,356 | | | | 344 | | | | 261,109 | |
Net operating income | | | 131,114 | | | | 1,217 | | | | 19,956 | | | | - | | | | 149,853 | | | | | 122,518 | | | | 6,932 | | | | 16,456 | | | | 1,945 | | | | 133,987 | |
Interest expense | | | 82,974 | | | | 5,139 | | | | 19,956 | | | | - | | | | 97,791 | | | | | 91,035 | | | | 3,432 | | | | 16,280 | | | | 995 | | | | 104,878 | |
(Gain) loss on early extinguishment of debt | | | (6,297 | ) | | | - | | | | - | | | | - | | | | (6,297 | ) | | | | - | | | | - | | | | 176 | | | | - | | | | 176 | |
Noncontrolling interest in earnings before depreciation and amortization | | | (3,922 | ) | | | (3,922 | ) | | | - | | | | - | | | | - | | | | | 3,500 | | | | 3,500 | | | | - | | | | - | | | | - | |
Add: Pre-Tax EBDT from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 950 | | | | - | | | | - | | | | (950 | ) | | | - | |
| | | | |
Pre-Tax EBDT | | | 58,359 | | | | - | | | | - | | | | - | | | | 58,359 | | | | | 28,933 | | | | - | | | | - | | | | - | | | | 28,933 | |
Income tax expense (benefit) | | | (12,108 | ) | | | - | | | | - | | | | - | | | | (12,108 | ) | | | | (12,671 | ) | | | - | | | | - | | | | - | | | | (12,671 | ) |
| | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 70,467 | | | $ | - | | | $ | - | | | $ | - | | | $ | 70,467 | | | | $ | 41,604 | | | $ | - | | | $ | - | | | $ | - | | | $ | 41,604 | |
| | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 70,467 | | | $ | - | | | $ | - | | | $ | - | | | $ | 70,467 | | | | $ | 41,604 | | | $ | - | | | $ | - | | | $ | - | | | $ | 41,604 | |
Depreciation and amortization - Real Estate Groups | | | (69,954 | ) | | | - | | | | - | | | | - | | | | (69,954 | ) | | | | (71,497 | ) | | | - | | | | - | | | | (631 | ) | | | (72,128 | ) |
Amortization of mortgage procurement costs - Real Estate Groups | | | (3,062 | ) | | | - | | | | - | | | | - | | | | (3,062 | ) | | | | (3,998 | ) | | | - | | | | - | | | | (24 | ) | | | (4,022 | ) |
Deferred taxes - Real Estate Groups | | | (7,777 | ) | | | - | | | | - | | | | - | | | | (7,777 | ) | | | | 5,508 | | | | - | | | | - | | | | (74 | ) | | | 5,434 | |
Straight-line rent adjustment | | | 3,038 | | | | - | | | | - | | | | - | | | | 3,038 | | | | | 2,763 | | | | - | | | | - | | | | 12 | | | | 2,775 | |
Preference payment | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) | | | | (585 | ) | | | - | | | | - | | | | - | | | | (585 | ) |
Gain (loss) on disposition of rental properties, net of tax | | | 178 | | | | - | | | | 29 | | | | - | | | | 207 | | | | | - | | | | - | | | | - | | | | 2,784 | | | | 2,784 | |
Gain on disposition of unconsolidated entities, net of tax | | | 29 | | | | - | | | | (29 | ) | | | - | | | | - | | | | | - | | | | - | | | | - | | | | - | | | | - | |
Impairment of consolidated and unconsolidated real estate, net of tax | | | - | | | | - | | | | (7,896 | ) | | | - | | | | (7,896 | ) | | | | (688 | ) | | | - | | | | (5,853 | ) | | | - | | | | (6,541 | ) |
Impairment of unconsolidated entities, net of tax | | | (7,896 | ) | | | - | | | | 7,896 | | | | - | | | | - | | | | | (5,853 | ) | | | - | | | | 5,853 | | | | - | | | | - | |
Discontinued operations, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (631 | ) | | | - | | | | - | | | | 631 | | | | - | |
Amortization of mortgage procurement costs - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (24 | ) | | | - | | | | - | | | | 24 | | | | - | |
Deferred taxes - Real Estate Groups | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (74 | ) | | | - | | | | - | | | | 74 | | | | - | |
Straight-line rent adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 12 | | | | - | | | | - | | | | (12 | ) | | | - | |
Gain on disposition of rental properties | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 2,784 | | | | - | | | | - | | | | (2,784 | ) | | | - | |
| | | | |
Net earnings (loss) attributable to Forest City Enterprises, Inc. | | $ | (15,562 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (15,562 | ) | | | $ | (30,679 | ) | | $ | - | | | $ | - | | | $ | - | | | $ | (30,679 | ) |
| | | | |
45