Exhibit 99.1
Forest City Enterprises, Inc.
Supplemental Package
Three Months Ended April 30, 2007 and 2006
Forest City Enterprises, Inc. and Subsidiaries
Three Months Ended April 30, 2007 and 2006
Supplemental Package
NYSE: FCEA, FCEB
Index
| | | | |
Corporate Overview | | | 2 | |
Supplemental Operating Information | | | | |
Occupancy Data | | | 4 | |
Comparable Net Operating Income (NOI) | | | 5 | |
Comparable NOI Detail | | | 6 | |
Reconciliation of NOI to Net Earnings | | | 7 | |
Lease Expirations Schedules | | | 8-9 | |
Schedules of Significant Tenants | | | 10-11 | |
Development Pipeline | | | 12-14 | |
| | | | |
Supplemental Financial Information | | | | |
Mortgage Financings | | | 15 | |
Scheduled Maturities Table | | | 16-17 | |
Consolidated Balance Sheet Information | | | 18-19 | |
Consolidated Earnings Information | | | 20-21 | |
Investments in and Advances to Affiliates | | | 22-23 | |
Results of Operations Summary | | | 23-25 | |
Reconciliation of Net Earnings to EBDT | | | 25-26 | |
Summary of EBDT | | | 27-32 | |
| | | | |
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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 which 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, 2007 and other factors that might cause differences, some of which could be material, include, but are not limited to, real estate development and investment risks including lack of satisfactory financing, construction and lease-up delays and cost overruns, the effect of economic and market conditions on a nationwide basis as well as regionally in areas where we have a geographic concentration of properties, reliance on major tenants, the impact of terrorist acts, our substantial leverage and the ability to obtain and service debt, guarantees under our credit facility, the level and volatility of interest rates, continued availability of tax-exempt government financing, the sustainability of substantial operations at the subsidiary level, illiquidity of real estate investments, dependence on rental income from real property, conflicts of interest, financial stability of tenants within the retail industry that may be impacted by competition and consumer spending, potential liability from syndicated properties, effects of uninsured loss, environmental liabilities, partnership risks, litigation risks, risks associated with an investment in a professional sports franchise, the rate revenue increases versus the rate of expense increases, as well as other risks listed from time to time in our reports filed with the United States 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.
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Forest City Enterprises, Inc. and Subsidiaries
Supplemental 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. The Commercial Group, our largest business unit, owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings, hotels and mixed-use projects. The Residential Group owns, develops, acquires and operates residential rental property, including upscale and middle-market apartments, adaptive re-use developments and supported-living communities. Additionally, the Residential Group develops for-sale condominium projects and also owns, develops and manages military family housing. New York City operations are part of the Commercial Group or Residential Group depending on the nature of the operations. The Land Development Group acquires and sells both land and developed lots to residential, commercial and industrial customers. It also owns and develops land into master-planned communities and mixed-use projects. Real Estate Groups are the combined Commercial, Residential and Land Development Groups. The Nets, a franchise of the National Basketball Association (“NBA”) in which we account for our investment on the equity method of accounting, is a reportable segment of the Company.
We have approximately $9.2 billion of assets in 26 states and the District of Columbia at April 30, 2007. Our core markets include New York City/Philadelphia metropolitan area, Denver, Boston, Greater Washington D.C./Baltimore metropolitan area, Chicago and California. As a result of an ongoing effort to increase property concentration in the core markets, these markets now account for approximately 76 percent of the cost of our real estate portfolio at April 30, 2007. We have offices in Boston, Chicago, Denver, London (England), Los Angeles, New York City, San Francisco, Washington, D.C., and our corporate headquarters are in Cleveland, Ohio.
SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION
We recommend that this supplemental package be read in conjunction with the Company’s Form 10-Q for the three months ended April 30, 2007. This supplemental package contains certain measures prepared in accordance with the 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%. 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, 2007 on pages 56-66.
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 (“REIT”), but may not be directly comparable to similarly titled measures reported by other companies. (See pages 24-26 for additional discussion of EBDT as well as a reconciliation of EBDT to net earnings.)
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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Supplemental Operating Information
The operating information contained in this document includes: occupancy data, comparable NOI, reconciliation of NOI to net earnings, retail and office lease expirations, significant retail and office tenant listings, and our development pipeline. We believe this information will give interested parties a better understanding and more information about the operating performance of our Company. 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, 2007 and 2006.
We believe occupancy rates, retail and office lease expirations, base rent, and significant retail and office tenant listings represent meaningful operating statistics about our Company. This information will give interested parties a better understanding and more information about the operating performance of our Company.
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 beginning on page 24), 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 net earnings, the most comparable financial measure calculated in accordance with GAAP, to NOI and reconciliation from NOI to comparable NOI are provided on pages 6-7 of this document. A reconciliation of NOI to net earnings for each strategic business unit can be found on pages 27-32.
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 for the fiscal year ended January 31, 2007 as filed with the Securities and Exchange Commission can be found on our website 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
Thomas G. Smith
Executive Vice President,
Chief Financial Officer and Secretary
Transfer Agent and Registrar
National City Bank
Stock Transfer Department
P.O. Box 92301
Cleveland, OH 44193-0900
(800) 622-6757
www.shareholder.inquiries@nationalcity.com
Stock Exchange Listing
NYSE: FCEA and FCEB
Dividend Reinvestment and Stock Purchase Plan
The Company offers its stockholders 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. A copy of the Plan prospectus and an enrollment card may be obtained by contacting National City Bank at (800) 622-6757.
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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Occupancy Data — April 30, 2007 and 2006
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, 2007 | | April 30, 2007 | | | April 30, 2006 | | April 30, 2006 |
Retail | | | | | | | | | | | | | | | | | |
Comparable | | | 94.7 | % | | | 94.7 | % | | | | 94.3 | % | | | 94.5 | % |
Total | | | 93.0 | % | | | 93.3 | % | | | | 93.9 | % | | | 94.0 | % |
Office | | | | | | | | | | | | | | | | | |
Comparable | | | 93.8 | % | | | 93.7 | % | | | | 92.5 | % | | | 92.6 | % |
Total | | | 89.6 | % | | | 90.0 | % | | | | 92.5 | % | | | 92.6 | % |
Residential | | | | | | | | | | | | | | | | | |
Comparable | | | 94.3 | % | | | 95.1 | % | | | | 94.4 | % | | | 94.6 | % |
Total | | | 92.9 | % | | | 92.1 | % | | | | 90.4 | % | | | 90.7 | % |
Hotels | | | | | | | | | | | | | | | | | |
Comparable and Total(1) | | | | | | | 64.5 | % | | | | | | | | 59.6 | % |
Comparable ADR and Total ADR(1) | | | | | | $ | 135.47 | | | | | | | | $ | 131.00 | |
Retail and office occupancy as of April 30, 2007 and 2006 is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date as of April 30, 2007 and 2006 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, 2007 and 2006 represents total units occupied divided by total units available. Average residential occupancy year-to-date for 2007 and 2006 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, 2007 and 2006.
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(1) | | Total Hotel Average Occupancy Year-to-Date and Total ADR for April 30, 2006 have been restated to excludeEmbassy Suites Hotelwhich was sold during the year ended January 31, 2007. |
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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, 2007 and 2006. The following schedule on page 6 presents comparable NOI for each of our major product lines, as well as strategic business unit under which these product lines operate. A reconciliation of NOI to the most comparable GAAP measure, net earnings, is presented on page 7. A reconciliation of NOI to net earnings for each strategic business unit can be found on pages 27-32.
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Comparable Net Operating Income (NOI) (% change over same period, prior year) |
|
| | Three Months Ended April 30, 2007 |
| | Full | | Pro-Rata |
| | Consolidation | | Consolidation |
Retail | | | 10.1 | % | | | 8.3 | % |
| | | | | | | | |
Office | | | (1.3 | )% | | | 0.5 | % |
| | | | | | | | |
Hotel | | | 66.8 | % | | | 43.0 | % |
| | | | | | | | |
Residential | | | 1.7 | % | | | 3.3 | % |
| | | | | | | | |
Total | | | 4.5 | % | | | 4.8 | % |
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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Net Operating Income(dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended April 30, 2007 | | | Three Months Ended April 30, 2006 | % Change |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | | | | | Unconsolidated | | Plus | | Pro-Rata | | Full | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Less Minority | | 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 | | $ | 51,761 | | | $ | 5,452 | | | $ | 2,488 | | | $ | — | | | $ | 48,797 | | | | $ | 47,029 | | | $ | 4,881 | | | $ | 2,898 | | | $ | — | | | $ | 45,046 | | | | 10.1 | % | | | 8.3 | % |
| | | | | | | | | | | | | |
Total | | | 55,477 | | | | 3,812 | | | | 6,513 | | | | — | | | | 58,178 | | | | | 48,626 | | | | 4,246 | | | | 2,996 | | | | 567 | | | | 47,943 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Office Buildings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 44,269 | | | | 5,153 | | | | 1,283 | | | | — | | | | 40,399 | | | | | 44,840 | | | | 5,642 | | | | 999 | | | | — | | | | 40,197 | | | | (1.3 | )% | | | 0.5 | % |
| | | | | | | | | | | | | |
Total | | | 46,151 | | | | 3,070 | | | | 1,330 | | | | — | | | | 44,411 | | | | | 43,609 | | | | 5,737 | | | | 1,005 | | | | (75 | ) | | | 38,802 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hotels | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 2,090 | | | | — | | | | 386 | | | | — | | | | 2,476 | | | | | 1,253 | | | | — | | | | 478 | | | | — | | | | 1,731 | | | | 66.8 | % | | | 43.0 | % |
| | | | | | | | | | | | | |
Total | | | 2,390 | | | | 152 | | | | 386 | | | | — | | | | 2,624 | | | | | 1,237 | | | | — | | | | 478 | | | | 1,791 | | | | 3,506 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings from Commercial Land Sales | | | 2,425 | | | | 479 | | | | — | | | | — | | | | 1,946 | | | | | 9,635 | | | | — | | | | — | | | | — | | | | 9,635 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other | | | (6,116 | ) | | | 1,440 | | | | (108 | ) | | | — | | | | (7,664 | ) | | | | (1,808 | ) | | | 2,969 | | | | 30 | | | | — | | | | (4,747 | ) | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Commercial Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 98,120 | | | | 10,605 | | | | 4,157 | | | | — | | | | 91,672 | | | | | 93,122 | | | | 10,523 | | | | 4,375 | | | | — | | | | 86,974 | | | | 5.4 | % | | | 5.4 | % |
| | | | | | | | | | | | | |
Total | | | 100,327 | | | | 8,953 | | | | 8,121 | | | | — | | | | 99,495 | | | | | 101,299 | | | | 12,952 | | | | 4,509 | | | | 2,283 | | | | 95,139 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Apartments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 26,953 | | | | 651 | | | | 7,507 | | | | — | | | | 33,809 | | | | | 26,508 | | | | 690 | | | | 6,920 | | | | — | | | | 32,738 | | | | 1.7 | % | | | 3.3 | % |
| | | | | | | | | | | | | |
Total | | | 27,665 | | | | 1,312 | | | | 8,519 | | | | — | | | | 34,872 | | | | | 32,245 | | | | 893 | | | | 7,713 | | | | 2,828 | | | | 41,893 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Military Housing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | |
| | | | | | | | | | | | | |
Total | | | 3,366 | | | | — | | | | 185 | | | | — | | | | 3,551 | | | | | 1,478 | | | | — | | | | 49 | | | | — | | | | 1,527 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Residential Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 26,953 | | | | 651 | | | | 7,507 | | | | — | | | | 33,809 | | | | | 26,508 | | | | 690 | | | | 6,920 | | | | — | | | | 32,738 | | | | 1.7 | % | | | 3.3 | % |
| | | | | | | | | | | | | |
Total | | | 31,031 | | | | 1,312 | | | | 8,704 | | | | — | | | | 38,423 | | | | | 33,723 | | | | 893 | | | | 7,762 | | | | 2,828 | | | | 43,420 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Rental Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 125,073 | | | | 11,256 | | | | 11,664 | | | | — | | | | 125,481 | | | | | 119,630 | | | | 11,213 | | | | 11,295 | | | | — | | | | 119,712 | | | | 4.5 | % | | | 4.8 | % |
| | | | | | | | | | | | | |
Total | | | 131,358 | | | | 10,265 | | | | 16,825 | | | | — | | | | 137,918 | | | | | 135,022 | | | | 13,845 | | | | 12,271 | | | | 5,111 | | | | 138,559 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land Development Group | | | 3,223 | | | | 431 | | | | 116 | | | | — | | | | 2,908 | | | | | 18,185 | | | | 545 | | | | 384 | | | | — | | | | 18,024 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Nets | | | (3,251 | ) | | | — | | | | 333 | | | | — | | | | (2,918 | ) | | | | (8,701 | ) | | | — | | | | 1,036 | | | | — | | | | (7,665 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Activities | | | (13,827 | ) | | | — | | | | — | | | | — | | | | (13,827 | ) | | | | (7,601 | ) | | | — | | | | — | | | | — | | | | (7,601 | ) | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grand Total | | $ | 117,503 | | | $ | 10,696 | | | $ | 17,274 | | | $ | — | | | $ | 124,081 | | | | $ | 136,905 | | | $ | 14,390 | | | $ | 13,691 | | | $ | 5,111 | | | $ | 141,317 | | | | | | | | | |
| | | | | | | | | | | | | |
6
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (GAAP)(in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended April 30, 2007 | | | Three Months Ended April 30, 2006 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | |
| | Full | | | | | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Less Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) | | | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | | | |
Revenues from real estate operations | | $ | 280,567 | | | $ | 15,316 | | | $ | 77,182 | | | $ | — | | | $ | 342,433 | | | | $ | 272,238 | | | $ | 26,251 | | | $ | 69,777 | | | $ | 20,575 | | | $ | 336,339 | |
Exclude straight-line rent adjustment(1) | | | (5,842 | ) | | | — | | | | — | | | | — | | | | (5,842 | ) | | | | (2,694 | ) | | | — | | | | — | | | | (16 | ) | | | (2,710 | ) |
| | | | | |
Adjusted revenues | | | 274,725 | | | | 15,316 | | | | 77,182 | | | | — | | | | 336,591 | | | | | 269,544 | | | | 26,251 | | | | 69,777 | | | | 20,559 | | | | 333,629 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | 177,439 | | | | 5,795 | | | | 50,554 | | | | — | | | | 222,198 | | | | | 155,739 | | | | 12,492 | | | | 48,415 | | | | 16,313 | | | | 207,975 | |
Add back non-Real Estate depreciation and amortization(b) | | | 1,997 | | | | — | | | | 1,879 | | | | — | | | | 3,876 | | | | | 349 | | | | — | | | | 6,190 | | | | — | | | | 6,539 | |
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d) | | | — | | | | — | | | | 23 | | | | — | | | | 23 | | | | | 92 | | | | — | | | | 147 | | | | — | | | | 239 | |
Exclude straight-line rent adjustment(2) | | | (1,692 | ) | | | — | | | | — | | | | — | | | | (1,692 | ) | | | | (1,167 | ) | | | — | | | | — | | | | (412 | ) | | | (1,579 | ) |
Exclude preference payment | | | (898 | ) | | | — | | | | — | | | | — | | | | (898 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Adjusted operating expenses | | | 176,846 | | | | 5,795 | | | | 52,456 | | | | — | | | | 223,507 | | | | | 155,013 | | | | 12,492 | | | | 54,752 | | | | 15,901 | | | | 213,174 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest income and other income | | | 11,496 | | | | 823 | | | | 623 | | | | — | | | | 11,296 | | | | | 14,888 | | | | 631 | | | | 93 | | | | 453 | | | | 14,803 | |
Add equity in earnings of unconsolidated entities | | | 1,361 | | | | 352 | | | | (1,308 | ) | | | — | | | | (299 | ) | | | | 379 | | | | — | | | | 5,680 | | | | — | | | | 6,059 | |
Remove gain on disposition recorded on equity method | | | (2,106 | ) | | | — | | | | 2,106 | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
Add back equity method depreciation and amortization expense (see below) | | | 8,873 | | | | — | | | | (8,873 | ) | | | — | | | | — | | | | | 7,107 | | | | — | | | | (7,107 | ) | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Operating Income | | | 117,503 | | | | 10,696 | | | | 17,274 | | | | — | | | | 124,081 | | | | | 136,905 | | | | 14,390 | | | | 13,691 | | | | 5,111 | | | | 141,317 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | (80,951 | ) | | | (5,301 | ) | | | (17,274 | ) | | | — | | | | (92,924 | ) | | | | (68,234 | ) | | | (6,748 | ) | | | (13,691 | ) | | | (3,498 | ) | | | (78,675 | ) |
Gain on disposition of equity method rental properties(e) | | | 2,106 | | | | — | | | | — | | | | — | | | | 2,106 | | | | | — | | | | — | | | | — | | | | — | | | | — | |
Gain on disposition of rental properties and other investments | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | 75,298 | | | | 75,298 | |
Depreciation and amortization — Real Estate Groups(a) | | | (58,803 | ) | | | (2,687 | ) | | | (8,393 | ) | | | — | | | | (64,509 | ) | | | | (41,068 | ) | | | (3,271 | ) | | | (6,818 | ) | | | (2,585 | ) | | | (47,200 | ) |
Amortization of mortgage procurement costs — Real Estate Groups(c) | | | (2,599 | ) | | | (160 | ) | | | (480 | ) | | | — | | | | (2,919 | ) | | | | (2,854 | ) | | | (308 | ) | | | (289 | ) | | | (74 | ) | | | (2,909 | ) |
Straight-line rent adjustment(1) + (2) | | | 4,150 | | | | — | | | | — | | | | — | | | | 4,150 | | | | | 1,527 | | | | — | | | | — | | | | (396 | ) | | | 1,131 | |
Preference payment | | | (898 | ) | | | — | | | | — | | | | — | | | | (898 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
Equity method depreciation and amortization expense (see above) | | | (8,873 | ) | | | — | | | | 8,873 | | | | — | | | | — | | | | | (7,107 | ) | | | — | | | | 7,107 | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | | | (28,365 | ) | | | 2,548 | | | | — | | | | — | | | | (30,913 | ) | | | | 19,169 | | | | 4,063 | | | | — | | | | 73,856 | | | | 88,962 | |
Income tax provision | | | 13,732 | | | | — | | | | — | | | | — | | | | 13,732 | | | | | (7,166 | ) | | | — | | | | — | | | | (28,538 | ) | | | (35,704 | ) |
| | | | | |
Earnings (loss) before minority interest and discontinued operations | | | (14,633 | ) | | | 2,548 | | | | — | | | | — | | | | (17,181 | ) | | | | 12,003 | | | | 4,063 | | | | — | | | | 45,318 | | | | 53,258 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Minority Interest | | | (2,548 | ) | | | (2,548 | ) | | | — | | | | — | | | | — | | | | | (4,063 | ) | | | (4,063 | ) | | | — | | | | — | | | | — | |
| | | | | |
Earnings (loss) from continuing operations | | | (17,181 | ) | | | — | | | | — | | | | — | | | | (17,181 | ) | | | | 7,940 | | | | — | | | | — | | | | 45,318 | | | | 53,258 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax and minority interest: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating loss from rental properties | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (885 | ) | | | — | | | | — | | | | 885 | | | | — | |
Gain on disposition of rental properties | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 46,203 | | | | — | | | | — | | | | (46,203 | ) | | | — | |
| | | | | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | | 45,318 | | | | — | | | | — | | | | (45,318 | ) | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings (loss) | | $ | (17,181 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (17,181 | ) | | | $ | 53,258 | | | $ | — | | | $ | — | | | $ | — | | | $ | 53,258 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a) Depreciation and amortization — Real Estate Groups | | $ | 58,803 | | | $ | 2,687 | | | $ | 8,393 | | | $ | — | | | $ | 64,509 | | | | $ | 41,068 | | | $ | 3,271 | | | $ | 6,818 | | | $ | 2,585 | | | $ | 47,200 | |
(b) Depreciation and amortization — Non-Real Estate Groups | | | 1,997 | | | | — | | | | 1,879 | | | | — | | | | 3,876 | | | | | 349 | | | | — | | | | 6,190 | | | | — | | | | 6,539 | |
| | | | | |
Total depreciation and amortization | | $ | 60,800 | | | $ | 2,687 | | | $ | 10,272 | | | $ | — | | | $ | 68,385 | | | | $ | 41,417 | | | $ | 3,271 | | | $ | 13,008 | | | $ | 2,585 | | | $ | 53,739 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(c) Amortization of mortgage procurement costs — Real Estate Groups | | $ | 2,599 | | | $ | 160 | | | $ | 480 | | | $ | — | | | $ | 2,919 | | | | $ | 2,854 | | | $ | 308 | | | $ | 289 | | | $ | 74 | | | $ | 2,909 | |
(d) Amortization of mortgage procurement costs — Non-Real Estate Groups | | | — | | | | — | | | | 23 | | | | — | | | | 23 | | | | | 92 | | | | — | | | | 147 | | | | — | | | | 239 | |
| | | | | |
Total amortization of mortgage procurement costs | | $ | 2,599 | | | $ | 160 | | | $ | 503 | | | $ | — | | | $ | 2,942 | | | | $ | 2,946 | | | $ | 308 | | | $ | 436 | | | $ | 74 | | | $ | 3,148 | |
| | | | | |
| |
(e) | Properties accounted for on the equity method do not meet the definition of a component of an entity under SFAS No. 144 and therefore are reported in continuing operations when sold. For the three months ended April 30, 2007, one equity method property was sold,White Acres, resulting in a pre-tax gain on disposition of $2,106. For the three months ended April 30, 2006, no equity method properties were sold. |
7
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Retail Lease Expirations as of April 30, 2007
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | 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) |
|
2007 | | | 153 | | | | 476,631 | | | | 3.81 | % | | $ | 8,122,700 | | | | 3.11 | % | | $ | 21.77 | |
2008 | | | 187 | | | | 675,861 | | | | 5.40 | | | | 14,118,351 | | | | 5.41 | | | | 26.82 | |
2009 | | | 261 | | | | 882,224 | | | | 7.05 | | | | 17,102,173 | | | | 6.55 | | | | 25.15 | |
2010 | | | 230 | | | | 670,951 | | | | 5.36 | | | | 15,701,151 | | | | 6.01 | | | | 28.83 | |
2011 | | | 339 | | | | 1,373,820 | | | | 10.98 | | | | 33,588,672 | | | | 12.86 | | | | 28.19 | |
2012 | | | 149 | | | | 771,781 | | | | 6.17 | | | | 17,678,021 | | | | 6.77 | | | | 27.47 | |
2013 | | | 143 | | | | 574,165 | | | | 4.59 | | | | 16,656,844 | | | | 6.38 | | | | 30.86 | |
2014 | | | 167 | | | | 679,971 | | | | 5.44 | | | | 13,294,190 | | | | 5.09 | | | | 27.58 | |
2015 | | | 177 | | | | 752,346 | | | | 6.01 | | | | 18,983,554 | | | | 7.27 | | | | 29.61 | |
2016 | | | 261 | | | | 1,282,722 | | | | 10.25 | | | | 34,903,715 | | | | 13.37 | | | | 38.93 | |
2017 | | | 81 | | | | 830,529 | | | | 6.64 | | | | 15,027,280 | | | | 5.76 | | | | 19.45 | |
Thereafter | | | 101 | | | | 3,541,547 | | | | 28.30 | | | | 55,922,141 | | | | 21.42 | | | | 17.94 | |
| | | | | | |
Total | | | 2,249 | | | | 12,512,548 | | | | 100.00 | % | | $ | 261,098,792 | | | | 100.00 | % | | $ | 25.44 | |
| | | | | | |
| | |
(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 the Company’s 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 and contingent rental payments, which are not reasonably estimatable. |
|
(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. |
8
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Office Lease Expirations as of April 30, 2007
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | 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) |
|
2007 | | | 60 | | | | 414,577 | | | | 4.58 | % | | $ | 7,669,809 | | | | 3.66 | % | | $ | 22.02 | |
2008 | | | 75 | | | | 535,489 | | | | 5.92 | | | | 9,641,638 | | | | 4.61 | | | | 21.76 | |
2009 | | | 57 | | | | 463,911 | | | | 5.13 | | | | 9,319,151 | | | | 4.45 | | | | 24.91 | |
2010 | | | 45 | | | | 1,063,819 | | | | 11.76 | | | | 19,003,562 | | | | 9.08 | | | | 23.33 | |
2011 | | | 31 | | | | 513,865 | | | | 5.68 | | | | 10,343,203 | | | | 4.94 | | | | 28.00 | |
2012 | | | 23 | | | | 862,255 | | | | 9.53 | | | | 24,704,278 | | | | 11.80 | | | | 29.75 | |
2013 | | | 23 | | | | 759,607 | | | | 8.40 | | | | 17,008,236 | | | | 8.13 | | | | 24.54 | |
2014 | | | 11 | | | | 526,028 | | | | 5.81 | | | | 11,805,897 | | | | 5.64 | | | | 28.37 | |
2015 | | | 5 | | | | 189,840 | | | | 2.10 | | | | 2,381,720 | | | | 1.14 | | | | 19.73 | |
2016 | | | 11 | | | | 337,137 | | | | 3.73 | | | | 5,615,005 | | | | 2.68 | | | | 19.54 | |
2017 | | | 7 | | | | 119,894 | | | | 1.33 | | | | 2,054,088 | | | | 0.98 | | | | 18.17 | |
Thereafter | | | 31 | | | | 3,260,196 | | | | 36.03 | | | | 89,750,669 | | | | 42.89 | | | | 30.25 | |
| | | | | | |
Total | | | 379 | | | | 9,046,618 | | | | 100.00 | % | | $ | 209,297,256 | | | | 100.00 | % | | $ | 26.74 | |
| | | | | | |
| | |
(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 the Company’s 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 and contingent rental payments, which are not reasonably estimatable. |
|
(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. |
9
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Schedule of Significant Retail Tenants as of April 30, 2007
(Based on net base rent 1% or greater of the Company’s ownership share)
| | | | | | | | | | | | |
| | | | | | | | | | PERCENTAGE |
| | NUMBER | | LEASED | | OF TOTAL |
| | OF | | SQUARE | | RETAIL |
TENANT | | LEASES | | FEET | | SQUARE FEET |
|
AMC Entertainment, Inc. | | | 5 | | | | 462,863 | | | | 3.70 | % |
Regal Entertainment Group | | | 5 | | | | 379,072 | | | | 3.03 | |
The Gap | | | 23 | | | | 295,345 | | | | 2.36 | |
The Home Depot | | | 2 | | | | 282,000 | | | | 2.25 | |
The Limited | | | 43 | | | | 280,340 | | | | 2.24 | |
TJX Companies | | | 8 | | | | 272,554 | | | | 2.18 | |
Dick’s Sporting Goods | | | 3 | | | | 226,408 | | | | 1.81 | |
Abercrombie & Fitch Stores, Inc. | | | 28 | | | | 210,663 | | | | 1.68 | |
Circuit City Stores, Inc. | | | 6 | | | | 199,107 | | | | 1.59 | |
Footlocker, Inc. | | | 42 | | | | 153,268 | | | | 1.22 | |
Pathmark Stores, Inc. | | | 2 | | | | 123,500 | | | | 0.99 | |
Ahold USA (Stop & Shop) | | | 2 | | | | 115,861 | | | | 0.93 | |
| | |
| | | | | | | | | | | | |
Subtotal | | | 169 | | | | 3,000,981 | | | | 23.98 | |
| | | | | | | | | | | | |
All Others | | | 2,080 | | | | 9,511,567 | | | | 76.02 | |
| | |
| | | | | | | | | | | | |
Total | | | 2,249 | | | | 12,512,548 | | | | 100.00 | % |
| | |
10
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Schedule of Significant Office Tenants as of April 30, 2007
(Based on net base rent 2% or greater of the Company’s ownership share)
| | | | | | | | | | | | |
| | | | | | PERCENTAGE | | | | |
| | | | | | OF TOTAL | | | | |
| | LEASED | | OFFICE | | | | |
TENANT | | SQUARE FEET | | SQUARE FEET | | | | |
|
City of New York | | | 890,185 | | | | 9.84 | % | | | | |
Millennium Pharmaceuticals, Inc. | | | 693,743 | | | | 7.67 | | | | | |
U.S. Government | | | 591,374 | | | | 6.54 | | | | | |
Morgan Stanley & Co. | | | 444,685 | | | | 4.92 | | | | | |
Securities Industry Automation Corp. | | | 433,971 | | | | 4.80 | | | | | |
Wellchoice, Inc. | | | 392,514 | | | | 4.34 | | | | | |
Keyspan Energy | | | 335,318 | | | | 3.71 | | | | | |
Forest City Enterprises, Inc.(1) | | | 330,144 | | | | 3.65 | | | | | |
Bank of New York | | | 323,043 | | | | 3.57 | | | | | |
Bear Stearns | | | 292,142 | | | | 3.23 | | | | | |
Alkermes, Inc. | | | 210,248 | | | | 2.32 | | | | | |
Partners Health Care System, Inc. | | | 136,150 | | | | 1.50 | | | | | |
University of Pennsylvania | | | 121,630 | | | | 1.34 | | | | | |
| | | | | | |
| | | | | | | | | | | | |
Subtotal | | | 5,195,147 | | | | 57.43 | | | | | |
| | | | | | | | | | | | |
All Others | | | 3,851,471 | | | | 42.57 | | | | | |
| | | | | | |
| | | | | | | | | | | | |
Total | | | 9,046,618 | | | | 100.00 | % | | | | |
| | | | | | |
| | |
(1) | | All intercompany rental income is eliminated in consolidation. |
11
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
April 30, 2007
2007 Openings and Acquisitions (4)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cost at FCE | | | | | | |
| | | | | | | | | | | | | | | | Pro-Rata | | Cost at Full | | Total Cost | | Pro-Rata Share | | | | | | |
| | | | | | Dev.(D) | | Date Opened/ | | FCE Legal | | FCE % (h) | | Consolidation | | at 100% | | (Non-GAAP)(b) | | | | | | Gross |
Property | | Location | | Acq.(A) | | Acquired | | Ownership%(h) | | (1) | | (GAAP)(a) | | (2) | | (1)X(2) | | Sq. Ft./ No. of Units | | Leasable Area |
| | | | | | | | | | | | | | | | | | | | | | (in millions) | | | | | | | | |
Retail Centers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Promenade Bolingbrook | | Bolingbrook, IL | | | D | | | | Q1-07 | | | | 100.0 | % | | | 100.0 | % | | $ | 137.8 | | | $ | 137.8 | | | $ | 137.8 | | | | 736,000 | | | | 409,000 | (f) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Office: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Colorado Studios | | Denver, CO | | | A | | | | Q1-07 | | | | 90.0 | % | | | 90.0 | % | | $ | 2.0 | | | $ | 2.0 | | | $ | 1.8 | | | | 75,000 | | | | | |
Commerce Court | | Pittsburgh, PA | | | A | | | | Q1-07 | | | | 70.0 | % | | | 100.0 | % | | | 26.5 | | | | 26.5 | | | | 26.5 | | | | 378,000 | | | | | |
Illinois Science and Technology Park — Building Q | | Skokie, IL | | | A/D | | | | Q1-07 | | | | 100.0 | % | | | 100.0 | % | | | 49.1 | | | | 49.1 | | | | 49.1 | | | | 160,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | 77.6 | | | $ | 77.6 | | | $ | 77.4 | | | | 613,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Openings(d) | | | | | | | | | | | | | | | | | | | | | | $ | 215.4 | | | $ | 215.4 | | | $ | 215.2 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
Residential Phased-In Units(c)(e) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Opened in ’07 / Total | | | | | | |
Pine Ridge Expansion | | Willoughby Hills, OH | | | D | | | | 2005-07 | | | | 50.0 | % | | | 50.0 | % | | $ | 0.0 | | | $ | 16.4 | | | $ | 8.2 | | | | 8/162 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total(g) | | | | | | | | | | | | | | | | | | | | | | $ | 0.0 | | | $ | 16.4 | | | $ | 8.2 | | | | 8/162 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
See attached April 30, 2007 footnotes.
12
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
April 30, 2007
Under Construction or to be acquired (19)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cost at FCE | | | | | | | | | | |
| | | | | | | | | | FCE | | | Pro-Rata | | | Cost at Full | | | Total Cost | | | Pro-Rata Share | | | Sq. Ft./ | | | Gross | | | | |
| | | | | | Dev.(D) | | Anticipated | | Legal | | | FCE % (h) | | | Consolidation | | | at 100% | | | (Non-GAAP)(b) | | | No. of | | | Leasable | | | Pre- | |
Property | | Location | | | Acq.(A) | | Opening | | Ownership%(h) | | | (1) | | | (GAAP)(a) | | | (2) | | | (1)X(2) | | | Units | | | Area | | | Leased % | |
|
| | | | | | | | | | | | | | | | | | (in millions) | | | | | | | | | | | | | |
Retail Centers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rancho Cucamonga — Bass Pro | | Rancho Cucamonga, CA | | D | | Q2-07 | | | 80.0% | | | | 80.0% | | | $ | 41.2 | | | $ | 41.2 | | | $ | 33.0 | | | | 180,000 | | | | 180,000 | | | | 100 | % |
Orchard Town Center | | Westminster, CO | | D | | Q1-08 | | | 100.0% | | | | 100.0% | | | | 144.0 | | | | 144.0 | | | | 144.0 | | | | 968,000 | | | | 554,000 | (k) | | | 37 | % |
Shops at Wiregrass (c) | | Tampa, FL | | D | | Q3-08 | | | 50.0% | | | | 66.7% | | | | 0.0 | | | | 142.9 | | | | 95.3 | | | | 646,000 | | | | 356,000 | | | | 56 | % |
East River Plaza (c) | | Manhattan, NY | | D | | Q3-08 | | | 35.0% | | | | 50.0% | | | | 0.0 | | | | 347.0 | | | | 173.5 | | | | 514,000 | | | | 514,000 | | | | 64 | % |
White Oak Village (l) | | Richmond, VA | | D | | Q3-08 | | | 50.0% | | | | 100.0% | | | | 70.3 | | | | 70.3 | | | | 70.3 | | | | 796,000 | | | | 394,000 | | | | 34 | % |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 255.5 | | | $ | 745.4 | | | $ | 516.1 | | | | 3,104,000 | | | | 1,998,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Office: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Richmond Office Park | | Richmond, VA | | A | | Q2-07 | | | 100.0% | | | | 100.0% | | | $ | 115.0 | | | $ | 115.0 | | | $ | 115.0 | | | | 571,000 | | | | | | | | 95 | % |
New York Times | | Manhattan, NY | | D | | Q3-07 | | | 70.0% | | | | 79.5% | | | | 517.5 | | | | 517.5 | | | | 411.4 | | | | 736,000 | (m) | | | | | | | 82 | % |
Johns Hopkins – 855 North Wolfe Street | | East Baltimore, MD | | D | | Q2-08 | | | 76.6% | | | | 76.6% | | | | 104.7 | | | | 104.7 | | | | 80.2 | | | | 278,000 | (n) | | | | | | | 36 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 737.2 | | | $ | 737.2 | | | $ | 606.6 | | | | 1,585,000 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Residential: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sterling Glen of Roslyn (o) | | Roslyn, NY | | D | | Q2-07 | | | 40.0% | | | | 100.0% | | | $ | 79.9 | | | $ | 79.9 | | | $ | 79.9 | | | | 158 | | | | | | | | | |
Tobacco Row – Cameron Kinney | | Richmond, VA | | A | | Q2-07 | | | 100.0% | | | | 100.0% | | | | 27.0 | | | | 27.0 | | | | 27.0 | | | | 257 | | | | | | | | | |
Stapleton Town Center – Botanica Phase II | | Denver, CO | | D | | Q3-07 | | | 90.0% | | | | 90.0% | | | | 26.3 | | | | 26.3 | | | | 23.7 | | | | 154 | | | | | | | | | |
Uptown Apartments (c) | | Oakland, CA | | D | | Q2-08 | | | 50.0% | | | | 50.0% | | | | 0.0 | | | | 201.0 | | | | 100.5 | | | | 665 | | | | | | | | | |
Ohana Military Communities, Hawaii Increment I (c) (e) | | Honolulu, HI | | D | | 2005-2008 | | | 10.0% | | | | 10.0% | | | | 0.0 | | | | 316.5 | | | | 31.7 | | | | 1,952 | | | | | | | | | |
Dallas Mercantile | | Dallas, TX | | D | | Q1-08/Q3-08 | | | 100.0% | | | | 100.0% | | | | 134.6 | | | | 134.6 | | | | 134.6 | | | | 366 | (p) | | | | | | | | |
Lucky Strike | | Richmond, VA | | D | | Q1-08 | | | 100.0% | | | | 100.0% | �� | | | 37.8 | | | | 37.8 | | | | 37.8 | | | | 131 | | | | | | | | | |
Military Housing – Navy Midwest (c) | | Chicago, IL | | D | | Q1-09 | | | 25.0% | | | | 25.0% | | | | 0.0 | | | | 264.9 | | | | 66.2 | | | | 1,658 | | | | | | | | | |
Military Housing – Marines, Hawaii Increment II (c) | | Honolulu, HI | | D | | 2007-2010 | | | 10.0% | | | | 10.0% | | | | 0.0 | | | | 311.0 | | | | 31.1 | | | | 1,175 | | | | | | | | | |
Military Housing – Navy, Hawaii Increment III (c) | | Honolulu, HI | | D | | 2007-2010 | | | 10.0% | | | | 10.0% | | | | 0.0 | | | | 572.8 | | | | 57.3 | | | | 2,519 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 305.6 | | | $ | 1,971.8 | | | $ | 589.8 | | | | 9,035 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Units Sold at |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/30/07 |
Condominiums: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mercury (c) | | Los Angeles, CA | | D | | Q3-07 | | | 50.0% | | | | 50.0% | | | $ | 0.0 | | | $ | 153.5 | | | $ | 76.8 | | | | 238 | | | | 57 |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Under Construction (i) | | | | | | | | | | | | | | | | | | $ | 1,298.3 | | | $ | 3,607.9 | | | $ | 1,789.3 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
LESS: Above properties to be sold as condominiums | | | | | | | | | | | | | | | | | | $ | 0.0 | | | $ | 153.5 | | | $ | 76.8 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Under Construction less Condominiums | | | | | | | | | | | | | | | | | | $ | 1,298.3 | | | $ | 3,454.4 | | | $ | 1,712.5 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Under Const./Total | |
Residential Phased-In Units:(c) (e) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arbor Glen | | Twinsburg, OH | | D | | 2004-07 | | | | | | 50.0 | % | | 50.0 | % | | | $ | 0.0 | | | $ | 18.4 | | | $ | 9.2 | | | | 48/288 | |
Pine Ridge Expansion | | Willoughby Hills, OH | | D | | 2005-07 | | | | | | 50.0 | % | | 50.0 | % | | | | 0.0 | | | | 16.4 | | | | 8.2 | | | | 32/162 | |
Cobblestone Court | | Painesville, OH | | D | | 2006-08 | | | | | | 50.0 | % | | 50.0 | % | | | | 0.0 | | | | 24.6 | | | | 12.3 | | | | 192/304 | |
Sutton Landing | | Brimfield, OH | | D | | 2007-08 | | | | | | 50.0 | % | | 50.0 | % | | | | 0.0 | | | | 15.9 | | | | 8.0 | | | | 216/216 | |
Stratford Crossing | | Wadsworth, OH | | D | | 2007-09 | | | | | | 50.0 | % | | 50.0 | % | | | | 0.0 | | | | 24.1 | | | | 12.1 | | | | 108/348 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total (j) | | | | | | | | | | | | | | | | | | | | | | $ | 0.0 | | | $ | 99.4 | | | $ | 49.8 | | | | 596/1,318 | |
| | | | | | | | | | | | | | | | | | | | | | |
See attached April 30, 2007 footnotes.
13
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
April 30, 2007 Footnotes
| | |
(a) | | 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”). |
|
(b) | | 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. |
|
(c) | | 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. |
|
(d) | | The difference between the full consolidation cost amount (GAAP) of $215.4 million to the Company’s pro-rata share (a non-GAAP measure) of $215.2 million of cost consists of a reduction to full consolidation for minority interest of $0.2 million of cost. |
|
(e) | | Phased-in openings. Costs are representative of the total project. (f) Includes 39,000 square feet of office space. |
|
(f) | | Includes 39,000 square feet of office space. |
|
(g) | | 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 $8.2 million consists of the Company’s share of cost for unconsolidated investments of $8.2 million. |
|
(h) | | 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. |
|
(i) | | The difference between the full consolidation cost amount (GAAP) of $1,298.3 million to the Company’s pro-rata share (a non-GAAP measure) of $1,789.3 million consists of a reduction to full consolidation for minority interest of $141.4 million of cost and the addition of its share of cost for unconsolidated investments of $632.4 million. |
|
(j) | | The difference between the full consolidation amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $49.8 million consists of Forest City’s share of cost for unconsolidated investments of $49.8 million. |
|
(k) | | Includes 177,000 square feet for Target and 97,000 square feet for JCPenney that opened in Q3-06, as well as 16,000 square feet of office. |
|
(l) | | Formerly known as Laburnum. |
|
(m) | | Includes 23,000 square feet of retail space. |
|
(n) | | Project includes 19,000 square feet of retail space. |
|
(o) | | Supported-living property. |
|
(p) | | Project includes 18,000 square feet of retail space. |
14
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Mortgage Financings
Our primary capital strategy seeks to isolate the financial risk at the property level to maximize returns and reduce risk on and of our equity capital. Our mortgage debt is nonrecourse, including our construction loans. We operate as a C-corporation and retain substantially all of our internally generated cash flows. We recycle this cash flow, together with refinancing and property sale proceeds to fund new development and acquisitions that drive favorable returns for our shareholders. This strategy provides us with the necessary liquidity to take advantage of investment opportunities.
We use taxable and tax-exempt nonrecourse debt for our real estate projects. For those projects financed with taxable debt, we generally seek long-term, fixed rate financing for those real estate project loans which mature within the next 12 months, as well as those real estate projects which are projected to open and achieve stabilized operations during that same time frame. 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 extend the maturities and/or refinance the nonrecourse debt that is coming due in 2007 and 2008. During the three months ended April 30, 2007, we completed the following financings:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Plus | | | | |
| | | | | | | | | | Unconsolidated | | | | |
| | Full | | | Less Minority | | | Investments at | | | Pro-Rata | |
Purpose of Financing | | Consolidation | | | Interest | | | Pro-Rata | | | Consolidation | |
| | | | | | (in thousands) | | | | | |
Loan extensions | | $ | 186,140 | | | $ | — | | | $ | — | | | $ | 186,140 | |
Development projects and acquisitions(1) | | | 169,642 | | | | — | | | | 8,763 | | | | 178,405 | |
Refinancings | | | 93,500 | | | | 17,750 | | | | 29,500 | | | | 105,250 | |
| | |
| | $ | 449,282 | | | $ | 17,750 | | | $ | 38,263 | | | $ | 469,795 | |
| | |
| | |
(1) | | $154,125 of the $169,642 relates to development projects and represents the full amount available to be drawn on the loan. |
15
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Scheduled Maturities Table: Nonrecourse Mortgage Debt(dollars in thousands)
As of April 30, 2007
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Period Ending January 31, 2008 | | | Fiscal Year Ending January 31, 2009 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | Plus | | |
| | | | | | | | | | Unconsolidated | | | | | | | | | | | | | | | Unconsolidated | | |
| | Full | | Less Minority | | Investments at | | Pro-Rata | | | Full | | Less Minority | | Investments at | | Pro-Rata |
| | Consolidation | | Interest | | Pro-Rata | | Consolidation | | | Consolidation | | Interest | | Pro-Rata | | Consolidation |
| | | | | |
Fixed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed-rate debt | | $ | 125,829 | | | $ | 17,547 | | | $ | 61,603 | | | $ | 169,885 | | | | $ | 104,906 | | | $ | 4,809 | | | $ | 87,074 | | | $ | 187,171 | |
Weighted average rate | | | 6.69 | % | | | 6.77 | % | | | 7.54 | % | | | 6.99 | % | | | | 6.64 | % | | | 6.76 | % | | | 6.76 | % | | | 6.69 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable-rate debt | | | 360,630 | | | | 28,823 | | | | 88,433 | | | | 420,240 | | | | | 447,154 | | | | 2,518 | | | | 27,376 | | | | 472,012 | |
Weighted average rate | | | 7.06 | % | | | 7.79 | % | | | 7.83 | % | | | 7.17 | % | | | | 7.00 | % | | | 6.98 | % | | | 6.96 | % | | | 6.99 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-Exempt | | | 191,777 | | | | 2,900 | | | | 6,988 | | | | 195,865 | | | | | 61,770 | | | | — | | | | — | | | | 61,770 | |
Weighted average rate | | | 4.97 | % | | | 4.70 | % | | | 4.68 | % | | | 4.96 | % | | | | 4.66 | % | | | — | | | | — | | | | 4.66 | % |
| | | | | |
Total variable-rate debt | | | 552,407 | | | | 31,723 | | | | 95,421 | | | | 616,105 | | | | | 508,924 | | | | 2,518 | | | | 27,376 | | | | 533,782 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Nonrecourse Mortgage Debt | | $ | 678,236 | | | $ | 49,270 | | | $ | 157,024 | | | $ | 785,990 | | | | $ | 613,830 | | | $ | 7,327 | | | $ | 114,450 | | | $ | 720,953 | |
Weighted Average Rate | | | 6.40 | % | | | 7.24 | % | | | 7.58 | % | | | 6.58 | % | | | | 6.70 | % | | | 6.83 | % | | | 6.81 | % | | | 6.72 | % |
| | | | | |
|
|
| | Fiscal Year Ending January 31, 2010 | | | Fiscal Year Ending January 31, 2011 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | Plus | | |
| | | | | | | | | | Unconsolidated | | | | | | | | | | | | | | | Unconsolidated | | |
| | Full | | Less Minority | | Investments at | | Pro-Rata | | | Full | | Less Minority | | Investments at | | Pro-Rata |
| | Consolidation | | Interest | | Pro-Rata | | Consolidation | | | Consolidation | | Interest | | Pro-Rata | | Consolidation |
| | | | | |
Fixed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed-rate debt | | $ | 327,840 | | | $ | 15,533 | | | $ | 35,905 | | | $ | 348,212 | | | | $ | 207,598 | | | $ | 16,384 | | | $ | 20,686 | | | $ | 211,900 | |
Weighted average rate | | | 6.95 | % | | | 7.02 | % | | | 6.68 | % | | | 6.92 | % | | | | 7.02 | % | | | 2.60 | % | | | 7.21 | % | | | 7.38 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable-rate debt | | | 18,184 | | | | — | | | | 57,512 | | | | 75,696 | | | | | 48,258 | | | | — | | | | 8,856 | | | | 57,114 | |
Weighted average rate | | | 6.71 | % | | | — | | | | 7.00 | % | | | 6.93 | % | | | | 5.78 | % | | | — | | | | 9.12 | % | | | 6.30 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-Exempt | | | 206,560 | | | | 6,000 | | | | 120,000 | | | | 320,560 | | | | | 43,765 | | | | — | | | | — | | | | 43,765 | |
Weighted average rate | | | 4.54 | % | | | 4.49 | % | | | 4.51 | % | | | 4.53 | % | | | | 4.39 | % | | | — | | | | — | | | | 4.39 | % |
| | | | | |
Total variable-rate debt | | | 224,744 | | | | 6,000 | | | | 177,512 | | | | 396,256 | | | | | 92,023 | | | | — | | | | 8,856 | | | | 100,879 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Nonrecourse Mortgage Debt | | $ | 552,584 | | | $ | 21,533 | | | $ | 213,417 | | | $ | 744,468 | | | | $ | 299,621 | | | $ | 16,384 | | | $ | 29,542 | | | $ | 312,779 | |
Weighted Average Rate | | | 6.04 | % | | | 6.31 | % | | | 5.55 | % | | | 5.89 | % | | | | 6.44 | % | | | 2.60 | % | | | 7.78 | % | | | 6.77 | % |
| | | | | |
16
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Scheduled Maturities Table: Nonrecourse Mortgage Debt(dollars in thousands)(continued)
As of April 30, 2007
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ending January 31, 2012 | | | Thereafter |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | Plus | | |
| | | | | | | | | | Unconsolidated | | | | | | | | | | | | | | | Unconsolidated | | |
| | Full | | Less Minority | | Investments at | | Pro-Rata | | | Full | | Less Minority | | Investments at | | Pro-Rata |
| | Consolidation | | Interest | | Pro-Rata | | Consolidation | | | Consolidation | | Interest | | Pro-Rata | | Consolidation |
| | | | | |
Fixed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed-rate debt | | $ | 361,070 | | | $ | 19,538 | | | $ | 34,610 | | | $ | 376,142 | | | | $ | 2,631,182 | | | $ | 174,166 | | | $ | 649,037 | | | $ | 3,106,053 | |
Weighted average rate | | | 7.12 | % | | | 7.22 | % | | | 6.93 | % | | | 7.10 | % | | | | 5.78 | % | | | 5.88 | % | | | 5.68 | % | | | 5.76 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Variable-rate debt | | | 3,128 | | | | — | | | | 4,602 | | | | 7,730 | | | | | 59,192 | | | | — | | | | 35,057 | | | | 94,249 | |
Weighted average rate | | | 5.76 | % | | | — | | | | 7.12 | % | | | 6.57 | % | | | | 5.57 | % | | | — | | | | 6.57 | % | | | 5.95 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-Exempt | | | 27,080 | | | | — | | | | 29,500 | | | | 56,580 | | | | | 232,025 | | | | 9,881 | | | | 64,000 | | | | 286,144 | |
Weighted average rate | | | 4.47 | % | | | — | | | | 4.60 | % | | | 4.54 | % | | | | 4.90 | % | | | 4.64 | % | | | 4.89 | % | | | 4.91 | % |
| | | | | |
Total variable-rate debt | | | 30,208 | | | | — | | | | 34,102 | | | | 64,310 | | | | | 291,217 | | | | 9,881 | | | | 99,057 | | | | 380,393 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Nonrecourse Mortgage Debt | | $ | 391,278 | | | $ | 19,538 | | | $ | 68,712 | | | $ | 440,452 | | | | $ | 2,922,399 | | | $ | 184,047 | | | $ | 748,094 | | | $ | 3,486,446 | |
Weighted Average Rate | | | 6.93 | % | | | 7.22 | % | | | 5.94 | % | | | 6.76 | % | | | | 5.71 | % | | | 5.82 | % | | | 5.65 | % | | | 5.69 | % |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Total |
| | | | | | | | | | Plus | | | | |
| | | | | | | | | | Unconsolidated | | | | |
| | Full | | Less Minority | | Investments at | | Pro-Rata |
| | Consolidation | | Interest | | Pro-Rata | | Consolidation |
| | |
Fixed: | | | | | | | | | | | | | | | | |
Fixed-rate debt | | $ | 3,758,425 | | | $ | 247,977 | | | $ | 888,915 | | | $ | 4,399,363 | |
Weighted average rate | | | 6.14 | % | | | 5.92 | % | | | 6.04 | % | | | 6.13 | % |
| | | | | | | | | | | | | | | | |
Variable: | | | | | | | | | | | | | | | | |
Variable-rate debt | | | 936,546 | | | | 31,341 | | | | 221,836 | | | | 1,127,041 | |
Weighted average rate | | | 6.86 | % | | | 7.72 | % | | | 7.35 | % | | | 6.93 | % |
| | | | | | | | | | | | | | | | |
Tax-Exempt | | | 762,977 | | | | 18,781 | | | | 220,488 | | | | 964,684 | |
Weighted average rate | | | 4.75 | % | | | 4.60 | % | | | 4.64 | % | | | 4.73 | % |
| | |
Total variable-rate debt | | | 1,699,523 | | | | 50,122 | | | | 442,324 | | | | 2,091,725 | |
| | |
| | | | | | | | | | | | | | | | |
Total Nonrecourse Mortgage Debt | | $ | 5,457,948 | | | $ | 298,099 | | | $ | 1,331,239 | | | $ | 6,491,088 | |
Weighted Average Rate | | | 6.07 | % | | | 6.03 | % | | | 6.03 | % | | | 6.06 | % |
| | |
17
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
As discussed on page 2, 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, the Company is not deemed the primary beneficiary.
Consolidated Balance Sheet Information – April 30, 2007 (unaudited)
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Plus | | |
| | Full | | | | | | Unconsolidated | | Pro-Rata |
| | Consolidation | | Less Minority | | Investments at | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | (Non-GAAP) |
| | (in thousands) |
Assets | | | | | | | | | | | | | | | | |
Real Estate | | | | | | | | | | | | | | | | |
Completed rental properties | | $ | 6,928,936 | | | $ | 346,826 | | | $ | 1,186,504 | | | $ | 7,768,614 | |
Projects under development | | | 1,396,768 | | | | 107,831 | | | | 317,291 | | | | 1,606,228 | |
Land held for development or sale | | | 184,803 | | | | 6,770 | | | | 86,527 | | | | 264,560 | |
| | |
Total Real Estate | | | 8,510,507 | | | | 461,427 | | | | 1,590,322 | | | | 9,639,402 | |
Less accumulated depreciation | | | (1,146,947 | ) | | | (90,005 | ) | | | (285,007 | ) | | | (1,341,949 | ) |
| | |
Real Estate, net | | | 7,363,560 | | | | 371,422 | | | | 1,305,315 | | | | 8,297,453 | |
| | | | | | | | | | | | | | | | |
Cash and equivalents | | | 160,922 | | | | 24,057 | | | | 24,338 | | | | 161,203 | |
Restricted cash | | | 269,540 | | | | 11,533 | | | | 166,298 | | | | 424,305 | |
Notes and accounts receivable, net | | | 298,742 | | | | 11,564 | | | | 14,541 | | | | 301,719 | |
Investments in and advances to affiliates | | | 407,490 | | | | 92,355 | | | | (93,845 | ) | | | 221,290 | |
Other assets | | | 727,972 | | | | 21,576 | | | | 113,486 | | | | 819,882 | |
| | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 9,228,226 | | | $ | 532,507 | | | $ | 1,530,133 | | | $ | 10,225,852 | |
| | |
| | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Mortgage debt, nonrecourse | | $ | 5,457,948 | | | $ | 298,099 | | | $ | 1,331,239 | | | $ | 6,491,088 | |
Notes payable | | | 79,193 | | | | 1,151 | | | | 81,943 | | | | 159,985 | |
Bank revolving credit facility | | | 140,000 | | | | — | | | | — | | | | 140,000 | |
Senior and subordinated debt | | | 886,900 | | | | — | | | | — | | | | 886,900 | |
Accounts payable and accrued expenses | | | 811,863 | | | | 33,162 | | | | 117,051 | | | | 895,752 | |
Deferred income taxes | | | 464,410 | | | | — | | | | — | | | | 464,410 | |
| | |
Total Liabilities | | | 7,840,314 | | | | 332,412 | | | | 1,530,233 | | | | 9,038,135 | |
| | | | | | | | | | | | | | | | |
Minority Interest | | | 398,840 | | | | 200,095 | | | | (100 | ) | | | 198,645 | |
| | |
| | | | | | | | | | | | | | | | |
Total Shareholders’ Equity | | | 989,072 | | | | — | | | | — | | | | 989,072 | |
| | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 9,228,226 | | | $ | 532,507 | | | $ | 1,530,133 | | | $ | 10,225,852 | |
| | |
18
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Consolidated Balance Sheet Information — January 31, 2007 (unaudited)
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Plus | | |
| | Full | | | | | | Unconsolidated | | Pro-Rata |
| | Consolidation | | Less Minority | | Investments at | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | (Non-GAAP) |
| | (in thousands) |
Assets | | | | | | | | | | | | | | | | |
Real Estate | | | | | | | | | | | | | | | | |
Completed rental properties | | $ | 6,659,054 | | | $ | 346,323 | | | $ | 1,207,591 | | | $ | 7,520,322 | |
Projects under development | | | 1,396,083 | | | | 126,660 | | | | 298,665 | | | | 1,568,088 | |
Land held for development or sale | | | 174,136 | | | | 6,032 | | | | 78,578 | | | | 246,682 | |
| | |
Total Real Estate | | | 8,229,273 | | | | 479,015 | | | | 1,584,834 | | | | 9,335,092 | |
Less accumulated depreciation | | | (1,085,978 | ) | | | (70,863 | ) | | | (286,054 | ) | | | (1,301,169 | ) |
| | |
Real Estate, net | | | 7,143,295 | | | | 408,152 | | | | 1,298,780 | | | | 8,033,923 | |
| | | | | | | | | | | | | | | | |
Cash and equivalents | | | 254,213 | | | | 24,545 | | | | 32,997 | | | | 262,665 | |
Restricted cash | | | 292,461 | | | | 25,028 | | | | 168,062 | | | | 435,495 | |
Notes and accounts receivable, net | | | 287,615 | | | | 26,619 | | | | 9,458 | | | | 270,454 | |
Investments in and advances to affiliates | | | 333,782 | | | | — | | | | (95,710 | ) | | | 238,072 | |
Other assets | | | 670,238 | | | | 29,260 | | | | 95,834 | | | | 736,812 | |
| | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 8,981,604 | | | $ | 513,604 | | | $ | 1,509,421 | | | $ | 9,977,421 | |
| | |
| | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Mortgage debt, nonrecourse | | $ | 5,338,372 | | | $ | 320,270 | | | $ | 1,308,209 | | | $ | 6,326,311 | |
Notes payable | | | 96,127 | | | | 1,167 | | | | 88,244 | | | | 183,204 | |
Bank revolving credit facility | | | — | | | | — | | | | — | | | | — | |
Senior and subordinated debt | | | 886,900 | | | | — | | | | — | | | | 886,900 | |
Accounts payable and accrued expenses | | | 772,964 | | | | 15,711 | | | | 112,968 | | | | 870,221 | |
Deferred income taxes | | | 486,329 | | | | — | | | | — | | | | 486,329 | |
| | |
Total Liabilities | | | 7,580,692 | | | | 337,148 | | | | 1,509,421 | | | | 8,752,965 | |
| | | | | | | | | | | | | | | | |
Minority Interest | | | 375,101 | | | | 176,456 | | | | — | | | | 198,645 | |
| | |
| | | | | | | | | | | | | | | | |
Total Shareholders’ Equity | | | 1,025,811 | | | | — | | | | — | | | | 1,025,811 | |
| | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 8,981,604 | | | $ | 513,604 | | | $ | 1,509,421 | | | $ | 9,977,421 | |
| | |
19
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Consolidated Earnings Information — Three Months Ended April 30, 2007 (unaudited)
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Plus | | |
| | Full | | Less | | Unconsolidated | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | (Non-GAAP) |
| | | | | | (in thousands) | | | | |
Revenues from real estate operations | | $ | 280,567 | | | $ | 15,316 | | | $ | 77,182 | | | $ | 342,433 | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Operating expenses | | | 177,439 | | | | 5,795 | | | | 50,554 | | | | 222,198 | |
Depreciation and amortization | | | 60,800 | | | | 2,687 | | | | 10,272 | | | | 68,385 | |
| | |
| | | 238,239 | | | | 8,482 | | | | 60,826 | | | | 290,583 | |
| | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | (80,951 | ) | | | (5,301 | ) | | | (17,274 | ) | | | (92,924 | ) |
Amortization of mortgage procurement costs | | | (2,599 | ) | | | (160 | ) | | | (503 | ) | | | (2,942 | ) |
| | | | | | | | | | | | | | | | |
Interest and other income | | | 11,496 | | | | 823 | | | | 623 | | | | 11,296 | |
Equity in earnings (loss) of unconsolidated entities (Note 1) | | | 1,361 | | | | 352 | | | | (1,308 | ) | | | (299 | ) |
Gain on disposition of rental properties | | | — | | | | — | | | | 2,106 | | | | 2,106 | |
| | |
| | | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | | | (28,365 | ) | | | 2,548 | | | | — | | | | (30,913 | ) |
| | |
| | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | | | | | | | | | | | | | | |
Current | | | (1,634 | ) | | | — | | | | — | | | | (1,634 | ) |
Deferred | | | (12,098 | ) | | | — | | | | — | | | | (12,098 | ) |
| | |
| | | (13,732 | ) | | | — | | | | — | | | | (13,732 | ) |
| | |
| | | | | | | | | | | | | | | | |
Earnings (loss) before minority interest and discontinued operations | | | (14,633 | ) | | | 2,548 | | | | — | | | | (17,181 | ) |
| | | | | | | | | | | | | | | | |
Minority interest | | | (2,548 | ) | | | (2,548 | ) | | | — | | | | — | |
| | |
| | | | | | | | | | | | | | | | |
Loss from continuing operations (Note 1) | | | (17,181 | ) | | | — | | | | — | | | | (17,181 | ) |
| | | | | | | | | | | | | | | | |
Discontinued operations, net of tax and minority interest: | | | | | | | | | | | | | | | | |
Operating earnings from rental properties | | | — | | | | — | | | | — | | | | — | |
| | |
| | | — | | | | — | | | | — | | | | — | |
| | |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (17,181 | ) | | $ | — | | | $ | — | | | $ | (17,181 | ) |
| | |
Note (1) | | Properties accounted for on the equity method do not meet the definition of a component of an entity under SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” and therefore are reported in continuing operations when sold. For the three months ended April 30, 2007, one equity method investment was sold,White Acres. A pre-tax gain of $2,106 ($1,292 net of tax) has been reported in equity in earnings of unconsolidated entities in the Consolidated Statements of Earnings, and therefore is included in earnings from continuing operations. |
20
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Consolidated Earnings Information — Three Months Ended April 30, 2006 (unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Plus | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | | | | | | | | (in thousands) | | | | | | | | |
Revenues from real estate operations | | $ | 272,238 | | | $ | 26,251 | | | $ | 69,777 | | | $ | 20,575 | | | $ | 336,339 | |
| | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | 155,739 | | | | 12,492 | | | | 48,415 | | | | 16,313 | | | | 207,975 | |
Depreciation and amortization | | | 41,417 | | | | 3,271 | | | | 13,008 | | | | 2,585 | | | | 53,739 | |
| | |
| | | 197,156 | | | | 15,763 | | | | 61,423 | | | | 18,898 | | | | 261,714 | |
Interest expense, including early extinguishment of debt | | | (68,234 | ) | | | (6,748 | ) | | | (13,691 | ) | | | (3,498 | ) | | | (78,675 | ) |
Amortization of mortgage procurement costs | | | (2,946 | ) | | | (308 | ) | | | (436 | ) | | | (74 | ) | | | (3,148 | ) |
| | | | | | | | | | | | | | | | | | | | |
Interest and other income | | | 14,888 | | | | 631 | | | | 93 | | | | 453 | | | | 14,803 | |
Equity in earnings of unconsolidated entities | | | 379 | | | | — | | | | 5,680 | | | | — | | | | 6,059 | |
Gain on disposition of rental properties | | | — | | | | — | | | | — | | | | 75,298 | | | | 75,298 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 19,169 | | | | 4,063 | | | | — | | | | 73,856 | | | | 88,962 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | | | | | | | | | | | | | | | | | | |
Current | | | (496 | ) | | | — | | | | — | | | | (563 | ) | | | (1,059 | ) |
Deferred | | | 7,662 | | | | — | | | | — | | | | 29,101 | | | | 36,763 | |
| | |
| | | 7,166 | | | | — | | | | — | | | | 28,538 | | | | 35,704 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Earnings before minority interest and discontinued operations | | | 12,003 | | | | 4,063 | | | | — | | | | 45,318 | | | | 53,258 | |
| | | | | | | | | | | | | | | | | | | | |
Minority interest | | | (4,063 | ) | | | (4,063 | ) | | | — | | | | — | | | | | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | | 7,940 | | | | — | | | | — | | | | 45,318 | | | | 53,258 | |
| | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax and minority interest: | | | | | | | | | | | | | | | | | | | | |
Operating loss from rental properties | | | (885 | ) | | | — | | | | — | | | | 885 | | | | — | |
Gain on disposition of rental properties | | | 46,203 | | | | — | | | | — | | | | (46,203 | ) | | | — | |
| | |
| | | 45,318 | | | | — | | | | — | | | | (45,318 | ) | | | — | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 53,258 | | | $ | — | | | $ | — | | | $ | — | | | $ | 53,258 | |
| | |
21
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 which we do not control and/or are not the primary beneficiary, and which 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, | | January 31, |
| | 2007 | | 2007 |
| | (in thousands) |
Members’ and partners’ equity as below | | $ | 561,073 | | | $ | 592,681 | |
Equity of other members and partners | | | 467,228 | | | | 496,971 | |
| | |
| | | | | | | | |
Company’s investment in partnerships | | | 93,845 | | | | 95,710 | |
Company’s proportionate share of advances to and on behalf of other affiliates | | | 221,290 | | | | 238,072 | |
Minority interest in advances to and on behalf of other affiliates(1) | | | 92,355 | | | | — | |
| | |
| | | | | | | | |
Total Investments in and Advances to Affiliates | | $ | 407,490 | | | $ | 333,782 | |
| | |
| | |
(1) | | Primarily represents the minority interest portion of advances to other affiliates included in the fully consolidated presentation. Previously, a portion of these amounts were recorded in pro-rata accounts payable or receivable. |
Summarized financial information for the equity method investments is as follows:
| | | | | | | | | | | | | | | | |
| | Combined (100%) | | Pro-Rata Share |
| | (GAAP) | | (Non-GAAP) |
| | April 30, 2007 | | January 31, 2007 | | April 30, 2007 | | January 31, 2007 |
| | (in thousands) | | (in thousands) |
Balance Sheet: | | | | | | | | | | | | | | | | |
Completed rental properties | | $ | 2,676,120 | | | $ | 2,697,454 | | | $ | 1,186,504 | | | $ | 1,207,591 | |
Projects under development | | | 869,125 | | | | 777,419 | | | | 317,291 | | | | 298,665 | |
Land held for development or sale | | | 194,247 | | | | 160,296 | | | | 86,527 | | | | 78,578 | |
Accumulated depreciation | | | (568,517 | ) | | | (554,910 | ) | | | (285,007 | ) | | | (286,054 | ) |
Restricted cash | | | 1,396,988 | | | | 1,432,636 | | | | 166,298 | | | | 168,062 | |
Other assets | | | 531,990 | | | | 526,142 | | | | 152,365 | | | | 138,289 | |
| | |
Total Assets | | $ | 5,099,953 | | | $ | 5,039,037 | | | $ | 1,623,978 | | | $ | 1,605,131 | |
| | |
| | | | | | | | | | | | | | | | |
Mortgage debt, nonrecourse | | $ | 3,918,561 | | | $ | 3,834,085 | | | $ | 1,331,239 | | | $ | 1,308,209 | |
Other liabilities | | | 620,319 | | | | 612,271 | | | | 198,994 | | | | 201,212 | |
Minority interest | | | — | | | | — | | | | (100 | ) | | | — | |
Members’ and partners’ equity | | | 561,073 | | | | 592,681 | | | | 93,845 | | | | 95,710 | |
| | |
Total Liabilities and Members’/Partners’ Equity | | $ | 5,099,953 | | | $ | 5,039,037 | | | $ | 1,623,978 | | | $ | 1,605,131 | |
| | |
22
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, | | 2007 | | 2006 | | 2007 | | 2006 |
| | | | | | (in thousands) | | | | |
Operations: | | | | | | | | | | | | | | | | |
Revenues | | $ | 217,460 | | | $ | 166,940 | | | $ | 76,927 | | | $ | 69,402 | |
Equity in earnings of unconsolidated entities on a pro-rata basis | | | — | | | | — | | | | (299 | ) | | | 6,059 | |
Operating expenses | | | (154,781 | ) | | | (122,800 | ) | | | (50,502 | ) | | | (48,103 | ) |
Interest expense | | | (54,043 | ) | | | (32,379 | ) | | | (17,233 | ) | | | (13,628 | ) |
Depreciation and amortization | | | (37,744 | ) | | | (37,418 | ) | | | (10,905 | ) | | | (13,416 | ) |
Interest and other income | | | 19,189 | | | | 3,046 | | | | 623 | | | | 92 | |
Minority interest | | | — | | | | — | | | | 352 | | | | — | |
| | |
Income (loss) from continuing operations | | | (9,919 | ) | | | (22,611 | ) | | | (1,037 | ) | | | 406 | |
| | |
Discontinued operations: | | | | | | | | | | | | | | | | |
Gain on disposition of rental properties(1) | | | 4,212 | | | | — | | | | 2,106 | | | | — | |
Operating earnings (loss) from rental properties | | | 584 | | | | (57 | ) | | | 292 | | | | (27 | ) |
| | |
| | $ | 4,796 | | | $ | (57 | ) | | $ | 2,398 | | | $ | (27 | ) |
| | |
Net earnings (loss) (pre-tax) | | $ | (5,123 | ) | | $ | (22,668 | ) | | $ | 1,361 | | | $ | 379 | |
| | |
| | |
(1) | | The following table shows the detail of gain on disposition of rental properties that were held by equity method investments: |
| | | | | | | | | | | | | | | | |
| | Combined (100%) | | Pro-Rata Share |
| | (GAAP) | | (Non-GAAP) |
| | Three Months Ended April 30, |
| | 2007 | | 2006 | | 2007 | | 2006 |
| | | | | | (in thousands) | | | | |
White Acres (Apartments) (Richmond Heights, Ohio) | | $ | 4,212 | | | $ | — | | | $ | 2,106 | | | $ | — | |
| | |
Results of Operations
Net Earnings —Net earnings (loss) for the three months ended April 30, 2007 was ($17,181,000) versus $53,258,000 for the three months ended April 30, 2006. 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 between periods. This variance to the prior year is primarily attributable to the following decreases, which are net of tax and minority interest:
| • | | $46,203,000 ($75,298,000, pre-tax) related to the 2006 gains on disposition of two consolidated Commercial properties,Hilton Times Square, a 444-room hotel located in Manhattan, New York andG Street, a specialty retail center located in Philadelphia, Pennsylvania; |
|
| • | | $9,439,000 ($15,498,000, pre-tax) related to decreased earnings in 2007 reported in the Land Development Group primarily due to a decrease in land sales atWaterburyin North Ridgeville, Ohio,Stapleton, in Denver, Colorado andTangerine Crossingin Tucson, Arizona; |
|
| • | | $4,878,000 ($7,950,000, pre-tax) related to income recognition on the sale of state and federal Historic Preservation Tax Credits in 2006 that did not recur at the same level; |
|
| • | | $4,809,000 ($7,837,000, pre-tax) related to management’s approved plan to demolish two buildings owned by us adjacent toTen MetroTech Center, an office building located in Brooklyn, New York, to clear the land for a residential project named80 DeKalb Avenue. Due to this new development plan, the estimated useful lives of the two adjacent buildings were adjusted to expire at the scheduled demolition date in April 2007 resulting in accelerated depreciation expense; |
|
| • | | $4,718,000 ($7,689,000, pre-tax) related to decreases in Commercial Group outlot land sales in 2007 primarily atSimi Valleyin Simi Valley, California which was partially offset by an increase in land sales in 2007 atVictoria Gardensin Rancho Cucamonga, California; |
23
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
| • | | $1,631,000 ($2,658,000, pre-tax) related to an increase in depreciation and amortization for amounts recorded as tangible and intangible assets, which were a result of the purchase price allocation for the New York portfolio transaction that closed in November 2006; |
|
| • | | $1,166,000 ($1,901,000, pre-tax) related to increased write-offs of abandoned development projects in 2007; |
|
| • | | $1,109,000 ($1,719,000, pre-tax) related to stock-based compensation accounted for under SFAS No. 123 (Revised), “Share-Based Payment” (“SFAS No. 123(R)”); |
|
| • | | $888,000 ($1,447,000, pre-tax) in 2007 related to the fair market value adjustments of certain of our 10-year forward swaps which were marked to market as additional interest expense as a result of the derivatives not qualifying for hedge accounting; and |
|
| • | | $765,000 ($1,246,000, pre-tax) in 2007 related to the early extinguishment of nonrecourse mortgage debt primarily atColumbia Park Center, a specialty retail center located in North Bergen, New Jersey in order to secure more favorable financing terms. |
These decreases were partially offset by the following increases, net of tax and minority interest:
| • | | $3,325,000 ($5,450,000, pre-tax) related to the decreased losses from our equity investment in the New Jersey Nets basketball team; and |
|
| • | | $1,292,000 ($2,106,000, pre-tax) related to the 2007 gain on disposition of one equity method Residential property,White Acres, an apartment community located in Richmond Heights, Ohio. |
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 non-real estate depreciation and amortization) plus interest income plus equity in earnings of unconsolidated entities (excluding gain on disposition of equity method operating properties) plus equity method depreciation and amortization. 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. 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, 2007 was $131,358,000 compared to $135,022,000 for the three months ended April 30, 2006, a 2.7% decrease. A reconciliation of NOI to the most comparable GAAP measure, net earnings, is presented on page 7. A reconciliation of NOI to net earnings for each strategic business unit can be found on pages 27-32.
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 the Rental Properties for the three months ended April 30, 2007 was $137,918,000 compared to $138,559,000 for the three months ended April 30, 2006, a 0.5% decrease. Comparable NOI increased 4.8% for the three months ended April 30, 2007 compared to the prior year. Retail, office and hotel comparable NOI increased 8.3%, 0.5% and 43.0% respectively, from the prior year and our residential portfolio has generated an increase of 3.3%.
EBDT— We use an additional measure, along with net earnings, to report our operating results. This non-GAAP measure, referred to as Earnings Before Depreciation, Amortization and Deferred Taxes (“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 classified as minority interest expense on the Company’s Consolidated Statement of Earnings; v) provision for decline in real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings.
24
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
EBDT is reconciled to net earnings, the most comparable financial measure calculated in accordance with GAAP, below. 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 provision for decline in 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 quarter ended April 30, 2007 was $34,529,000, a $28,810,000 decrease from $63,339,000 for the quarter ended April 30, 2006. This variance is primarily attributable to decreased sales of state and federal Historic Preservation Tax Credits of $7,950,000 (primarily atAshton Mill, an apartment community located in Cumberland, Rhode Island), decreased EBDT reported in the Land Development Group of $9,547,000, decreased Commercial Group outlot land sales of $6,972,000, increased write-offs for abandoned development projects of $1,901,000, expensing of stock options under SFAS No. 123 (Revised), “Share-Based Payment” of $1,220,000, the fair market value adjustment for certain 10-year forward swaps of $1,447,000, and an increase in early extinguishment of debt of $765,000 primarily atColumbia Park Center, a specialty retail center located in North Bergen, New Jersey. These decreases were partially offset by the decreased losses from our equity investment in the New Jersey Nets basketball team of $3,325,000.
Summary of EBDT— The information in the tables on pages 27-32 present amounts for both full consolidation and pro-rata consolidation, providing a reconciliation of the difference between the two methods, as well as reconciliation from NOI to EBDT to net earnings. 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 the 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 Earnings to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2)
| | | | | | | | |
| | Three Months Ended April 30, |
| | 2007 | | 2006 |
| | (in thousands) |
Net earnings (loss) | | $ | (17,181 | ) | | $ | 53,258 | |
Depreciation and amortization – Real Estate Groups(5) | | | 64,509 | | | | 47,200 | |
Amortization of mortgage procurement costs – Real Estate Groups(5) | | | 2,919 | | | | 2,909 | |
Deferred income tax expense – Real Estate Groups(6) | | | (10,360 | ) | | | 7,329 | |
| | | | | | | | |
Current income tax expense on non-operating earnings:(6) | | | | | | | | |
Gain on disposition included in discontinued operations | | | — | | | | (29 | ) |
| | | | | | | | |
Straight-line rent adjustment(3) | | | (4,150 | ) | | | (1,131 | ) |
Preference payment(4) | | | 898 | | | | — | |
Gain on disposition recorded on equity method | | | (2,106 | ) | | | — | |
| | | | | | | | |
Discontinued operations:(1)(6) | | | | | | | | |
Gain on disposition of rental properties | | | — | | | | (136,384 | ) |
Minority interest – Gain on disposition | | | — | | | | 61,086 | |
Deferred income tax expense – Real Estate Groups | | | — | | | | 29,101 | |
| | |
| | | | | | | | |
Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2) | | $ | 34,529 | | | $ | 63,339 | |
| | |
| | |
(1) | | Pursuant to the definition of a component of an entity of SFAS No. 144, assuming no significant continuing involvement, all earnings of properties which have been sold or are held for sale are reported as discontinued operations. |
|
(2) | | The Company uses an additional measure, along with net earnings, to report its operating results. This measure, referred to as Earnings Before Depreciation, Amortization and Deferred Taxes (“EBDT”), is not a measure of operating results as defined by generally accepted accounting principles and may not be directly comparable to similarly-titled measures reported by other companies. The Company believes that EBDT provides additional information about its operations, and along with net earnings, is necessary to understand its operating results. 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 classified as minority interest expense on the Company’s Consolidated Statement of Earnings; v) provision for decline in real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings. |
|
(3) | | The Company recognizes minimum rents on a straight-line basis over the term of the related lease pursuant to the provision of SFAS No. 13, “Accounting for Leases.” The straight-line rent adjustment is recorded as an increase or decrease to revenue 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. |
25
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
| | |
|
(4) | | The Forest City Ratner Companies portfolio became a wholly-owned subsidiary of the Company on November 8, 2006 upon the issuance of the Class A Common Units in exchange for Bruce C. Ratner’s minority interests. For the first five years only, the Units that have not been exchanged are entitled to their proportionate share of an annual preferred payment of $2,500,000 plus an amount equal to the dividends paid on the same number of shares of the Company’s common stock. After five years, the Units that have not been exchanged are entitled to a payment equal to the dividends paid on an equivalent number of shares of the Company’s common stock. At April 30, 2007, the Company has recorded approximately $898,000 related to one quarter’s share of the annual preferred payment which is classified as minority interest expense on the Company’s Consolidated Statement of Earnings. |
|
(5) | | The following table provides detail of depreciation and amortization and amortization of mortgage procurement costs. The Company’s Real Estate Groups are engaged in the ownership, development, acquisition and management of real estate projects, including apartment complexes, regional malls and retail centers, hotels, office buildings and mixed-use facilities, as well as large land development projects. |
| | | | | | | | | | | | | | | | |
| | Depreciation and Amortization | | Amortization of Mortgage Procurement Costs |
| | Three Months Ended April 30, | | Three Months Ended April 30, |
| | 2007 | | 2006 | | 2007 | | 2006 |
Full Consolidation | | $ | 60,800 | | | $ | 41,417 | | | $ | 2,599 | | | $ | 2,946 | |
Non-Real Estate | | | (1,997 | ) | | | (349 | ) | | | — | | | | (92 | ) |
| | | | |
Real Estate Groups Full Consolidation | | | 58,803 | | | | 41,068 | | | | 2,599 | | | | 2,854 | |
Real Estate Groups related to minority interest | | | (2,687 | ) | | | (3,271 | ) | | | (160 | ) | | | (308 | ) |
Real Estate Groups Equity Method | | | 8,393 | | | | 6,818 | | | | 480 | | | | 289 | |
Real Estate Groups Discontinued Operations | | | — | | | | 2,585 | | | | — | | | | 74 | |
| | | | |
Real Estate Groups Pro-Rata Consolidation | | $ | 64,509 | | | $ | 47,200 | | | $ | 2,919 | | | $ | 2,909 | |
| | | | |
(6) | | The following table provides detail of Income Tax Expense (Benefit): |
| | | | | | | | | | |
| | | | Three Months Ended April 30, |
| | | | 2007 | | 2006 |
| | | | (in thousands) |
(A) | | Operating earnings | | | | | | | | |
| | Current | | $ | (1,634 | ) | | $ | (496 | ) |
| | Deferred | | | (12,912 | ) | | | 7,662 | |
| | | | |
| | | | | (14,546 | ) | | | 7,166 | |
| | | | |
| | | | | | | | | | |
(B) | | Gain on disposition recorded on equity method | | | | | | | | |
| | Current | | | — | | | | — | |
| | Deferred | | | 814 | | | | — | |
| | | | |
| | | | | 814 | | | | — | |
| | | | |
| | | | | | | | | | |
| | Subtotal (A) (B) | | | | | | | | |
| | Current | | | (1,634 | ) | | | (496 | ) |
| | Deferred | | | (12,098 | ) | | | 7,662 | |
| | | | |
| | Income tax expense | | | (13,732 | ) | | | 7,166 | |
| | | | |
| | | | | | | | | | |
(C) | | Discontinued operations | | | | | | | | |
| | Operating earnings | | | | | | | | |
| | Current | | | — | | | | (534 | ) |
| | Deferred | | | — | | | | (23 | ) |
| | | | |
| | | | | — | | | | (557 | ) |
| | | | | | | | | | |
| | Gain on disposition of rental properties | | | | | | | | |
| | Current | | | — | | | | (29 | ) |
| | Deferred | | | — | | | | 29,124 | |
| | | | |
| | | | | — | | | | 29,095 | |
| | | | |
| | | | | — | | | | 28,538 | |
| | | | |
| | | | | | | | | | |
| | Grand Total (A) (B) (C) | | | | | | | | |
| | Current | | | (1,634 | ) | | | (1,059 | ) |
| | Deferred | | | (12,098 | ) | | | 36,763 | |
| | | | |
| | | | $ | (13,732 | ) | | $ | 35,704 | |
| | | | |
| | | | | | | | | | |
| | Recap of Grand Total: | | | | | | | | |
| | Real Estate Groups | | | | | | | | |
| | Current | | $ | 2,246 | | | $ | 1,874 | |
| | Deferred | | | (10,360 | ) | | | 7,329 | |
| | | | |
| | | | | (8,114 | ) | | | 9,203 | |
| | | | | | | | | | |
| | Discontinued operations | | | | | | | | |
| | Current | | | — | | | | (563 | ) |
| | Deferred | | | — | | | | 29,101 | |
| | | | |
| | | | | — | | | | 28,538 | |
| | | | |
| | | | | | | | | | |
| | Non-Real Estate Groups | | | | | | | | |
| | Current | | | (3,880 | ) | | | (2,370 | ) |
| | Deferred | | | (1,738 | ) | | | 333 | |
| | | | |
| | | | | (5,618 | ) | | | (2,037 | ) |
| | | | |
| | Grand Total | | $ | (13,732 | ) | | $ | 35,704 | |
| | | | |
26
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2007(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial Group 2007 | | | Residential Group 2007 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) | | | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | |
Revenues from real estate operations | | $ | 203,027 | | | $ | 12,427 | | | $ | 28,550 | | | $ | — | | | $ | 219,150 | | | | $ | 66,807 | | | $ | 2,514 | | | $ | 43,574 | | | $ | — | | | $ | 107,867 | |
Exclude straight-line rent adjustment | | | (5,839 | ) | | | — | | | | — | | | | — | | | | (5,839 | ) | | | | (4 | ) | | | — | | | | — | | | | — | | | | (4 | ) |
| | | | | |
Adjusted revenues | | | 197,188 | | | | 12,427 | | | | 28,550 | | | | — | | | | 213,311 | | | | | 66,803 | | | | 2,514 | | | | 43,574 | | | | — | | | | 107,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses, including non-Real Estate depreciation and amortization, and amortization of mortgage procurement costs | | | 106,808 | | | | 3,804 | | | | 15,277 | | | | — | | | | 118,281 | | | | | 46,038 | | | | 1,561 | | | | 28,889 | | | | — | | | | 73,366 | |
Exclude straight-line rent adjustment | | | (1,692 | ) | | | — | | | | — | | | | — | | | | (1,692 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
Exclude preference payment | | | (898 | ) | | | — | | | | — | | | | — | | | | (898 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Adjusted operating expenses | | | 104,218 | | | | 3,804 | | | | 15,277 | | | | — | | | | 115,691 | | | | | 46,038 | | | | 1,561 | | | | 28,889 | | | | — | | | | 73,366 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest income and other income | | | 1,938 | | | | 330 | | | | 266 | | | | — | | | | 1,874 | | | | | 3,941 | | | | 7 | | | | 294 | | | | — | | | | 4,228 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add equity in earnings of unconsolidated entities | | | 1,467 | | | | — | | | | (1,466 | ) | | | — | | | | 1 | | | | | 3,572 | | | | 352 | | | | (3,522 | ) | | | — | | | | (302 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Remove gain on disposition of equity method rental properties | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (2,106 | ) | | | — | | | | 2,106 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add back equity method depreciation and amortization expense | | | 3,952 | | | | — | | | | (3,952 | ) | | | — | | | | — | | | | | 4,859 | | | | — | | | | (4,859 | ) | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | 100,327 | | | | 8,953 | | | | 8,121 | | | | — | | | | 99,495 | | | | | 31,031 | | | | 1,312 | | | | 8,704 | | | | — | | | | 38,423 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | 49,913 | | | | 4,481 | | | | 8,121 | | | | — | | | | 53,553 | | | | | 14,890 | | | | 640 | | | | 8,704 | | | | — | | | | 22,954 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | 1,141 | | | | — | | | | — | | | | — | | | | 1,141 | | | | | 2,979 | | | | — | | | | — | | | | — | | | | 2,979 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Minority interest in earnings before depreciation and amortization | | | 4,472 | | | | 4,472 | | | | — | | | | — | | | | — | | | | | 672 | | | | 672 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: EBDT from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 44,801 | | | $ | — | | | $ | — | | | $ | — | | | $ | 44,801 | | | | $ | 12,490 | | | $ | — | | | $ | — | | | $ | — | | | $ | 12,490 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 44,801 | | | $ | — | | | $ | — | | | $ | — | | | $ | 44,801 | | | | $ | 12,490 | | | $ | — | | | $ | — | | | $ | — | | | $ | 12,490 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | (46,426 | ) | | | — | | | | — | | | | — | | | | (46,426 | ) | | | | (17,969 | ) | | | — | | | | — | | | | — | | | | (17,969 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of mortgage procurement costs – Real Estate Groups | | | (2,026 | ) | | | — | | | | — | | | | — | | | | (2,026 | ) | | | | (752 | ) | | | — | | | | — | | | | — | | | | (752 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred taxes – Real Estate Groups | | | 470 | | | | — | | | | — | | | | — | | | | 470 | | | | | 4,358 | | | | — | | | | — | | | | — | | | | 4,358 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Straight-line rent adjustment | | | 4,147 | | | | — | | | | — | | | | — | | | | 4,147 | | | | | 4 | | | | — | | | | — | | | | — | | | | 4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preference payment | | | (898 | ) | | | — | | | | — | | | | — | | | | (898 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of rental properties and other investments, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | 1,292 | | | | — | | | | 1,292 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of equity method rental properties, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 1,292 | | | | — | | | | (1,292 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net earnings (loss) | | $ | 68 | | | $ | — | | | $ | — | | | $ | — | | | $ | 68 | | | | $ | (577 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (577 | ) |
| | | | | |
27
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2007(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Land Development Group 2007 | | | The Nets 2007 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) | | | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | |
Revenues from real estate operations | | $ | 10,733 | | | $ | 375 | | | $ | 1,148 | | | $ | — | | | $ | 11,506 | | | | $ | — | | | $ | — | | | $ | 3,910 | | | $ | — | | | $ | 3,910 | |
Exclude straight-line rent adjustment | | | 1 | | | | — | | | | — | | | | — | | | | 1 | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Adjusted revenues | | | 10,734 | | | | 375 | | | | 1,148 | | | | — | | | | 11,507 | | | | | — | | | | — | | | | 3,910 | | | | — | | | | 3,910 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses, including non-Real Estate depreciation and amortization, and amortization of mortgage procurement costs | | | 12,156 | | | | 430 | | | | 1,464 | | | | — | | | | 13,190 | | | | | — | | | | — | | | | 6,826 | | | | — | | | | 6,826 | |
Exclude straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
Exclude preference payment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Adjusted operating expenses | | | 12,156 | | | | 430 | | | | 1,464 | | | | — | | | | 13,190 | | | | | — | | | | — | | | | 6,826 | | | | — | | | | 6,826 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest income and other income | | | 5,010 | | | | 486 | | | | 54 | | | | — | | | | 4,578 | | | | | — | | | | — | | | | 9 | | | | — | | | | 9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add equity in earnings of unconsolidated entities | | | (427 | ) | | | — | | | | 440 | | | | — | | | | 13 | | | | | (3,251 | ) | | | — | | | | 3,240 | | | | — | | | | (11 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Remove gain on disposition of equity method rental properties | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add back equity method depreciation and amortization expense | | | 62 | | | | — | | | | (62 | ) | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | 3,223 | | | | 431 | | | | 116 | | | | — | | | | 2,908 | | | | | (3,251 | ) | | | — | | | | 333 | | | | — | | | | (2,918 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | 2,306 | | | | 180 | | | | 116 | | | | — | | | | 2,242 | | | | | — | | | | — | | | | 333 | | | | — | | | | 333 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | 3,363 | | | | — | | | | — | | | | — | | | | 3,363 | | | | | (1,201 | ) | | | — | | | | — | | | | — | | | | (1,201 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Minority interest in earnings before depreciation and amortization | | | 251 | | | | 251 | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: EBDT from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (2,697 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (2,697 | ) | | | $ | (2,050 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (2,050 | ) |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (2,697 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (2,697 | ) | | | $ | (2,050 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (2,050 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | (114 | ) | | | — | | | | — | | | | — | | | | (114 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of mortgage procurement costs – Real Estate Groups | | | (141 | ) | | | — | | | | — | | | | — | | | | (141 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred taxes – Real Estate Groups | | | 3,185 | | | | — | | | | — | | | | — | | | | 3,185 | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Straight-line rent adjustment | | | (1 | ) | | | — | | | | — | | | | — | | | | (1 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of rental properties and other investments, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of equity method rental properties, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net earnings (loss) | | $ | 232 | | | $ | — | | | $ | — | | | $ | — | | | $ | 232 | | | | $ | (2,050 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (2,050 | ) |
| | | | | |
28
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2007(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Corporate Activities 2007 | | | Total 2007 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) | | | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | |
Revenues from real estate operations | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | $ | 280,567 | | | $ | 15,316 | | | $ | 77,182 | | | $ | — | | | $ | 342,433 | |
Exclude straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (5,842 | ) | | | — | | | | — | | | | — | | | | (5,842 | ) |
| | | | | |
Adjusted revenues | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 274,725 | | | | 15,316 | | | | 77,182 | | | | — | | | | 336,591 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses, including non-Real Estate depreciation and amortization, and amortization of mortgage procurement costs | | | 14,434 | | | | — | | | | — | | | | — | | | | 14,434 | | | | | 179,436 | | | | 5,795 | | | | 52,456 | | | | — | | | | 226,097 | |
Exclude straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (1,692 | ) | | | — | | | | — | | | | — | | | | (1,692 | ) |
Exclude preference payment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (898 | ) | | | — | | | | — | | | | — | | | | (898 | ) |
| | | | | |
Adjusted operating expenses | | | 14,434 | | | | — | | | | — | | | | — | | | | 14,434 | | | | | 176,846 | | | | 5,795 | | | | 52,456 | | | | — | | | | 223,507 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest income and other income | | | 607 | | | | — | | | | — | | | | — | | | | 607 | | | | | 11,496 | | | | 823 | | | | 623 | | | | — | | | | 11,296 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add equity in earnings of unconsolidated entities | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 1,361 | | | | 352 | | | | (1,308 | ) | | | — | | | | (299 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Remove gain on disposition of equity method rental properties | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (2,106 | ) | | | — | | | | 2,106 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add back equity method depreciation and amortization expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 8,873 | | | | — | | | | (8,873 | ) | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | (13,827 | ) | | | — | | | | — | | | | — | | | | (13,827 | ) | | | | 117,503 | | | | 10,696 | | | | 17,274 | | | | — | | | | 124,081 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | 13,842 | | | | — | | | | — | | | | — | | | | 13,842 | | | | | 80,951 | | | | 5,301 | | | | 17,274 | | | | — | | | | 92,924 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | (9,654 | ) | | | — | | | | — | | | | — | | | | (9,654 | ) | | | | (3,372 | ) | | | — | | | | — | | | | — | | | | (3,372 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Minority interest in earnings before depreciation and amortization | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 5,395 | | | | 5,395 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: EBDT from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (18,015 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (18,015 | ) | | | $ | 34,529 | | | $ | — | | | $ | — | | | $ | — | | | $ | 34,529 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (18,015 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (18,015 | ) | | | $ | 34,529 | | | $ | — | | | $ | — | | | $ | — | | | $ | 34,529 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (64,509 | ) | | | — | | | | — | | | | — | | | | (64,509 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of mortgage procurement costs – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (2,919 | ) | | | — | | | | — | | | | — | | | | (2,919 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred taxes – Real Estate Groups | | | 3,161 | | | | — | | | | — | | | | — | | | | 3,161 | | | | | 11,174 | | | | — | | | | — | | | | — | | | | 11,174 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 4,150 | | | | — | | | | — | | | | — | | | | 4,150 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preference payment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (898 | ) | | | — | | | | — | | | | — | | | | (898 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of rental properties and other investments, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | 1,292 | | | | — | | | | 1,292 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of equity method rental properties, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 1,292 | | | | — | | | | (1,292 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net earnings (loss) | | $ | (14,854 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (14,854 | ) | | | $ | (17,181 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (17,181 | ) |
| | | | | |
29
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2006(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial Group 2006 | | | Residential Group 2006 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) | | | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | |
Revenues from real estate operations | | $ | 196,339 | | | $ | 23,160 | | | $ | 22,649 | | | $ | 15,746 | | | $ | 211,574 | | | | $ | 55,083 | | | $ | 2,244 | | | $ | 30,797 | | | $ | 4,829 | | | $ | 88,465 | |
Exclude straight-line rent adjustment | | | (2,684 | ) | | | — | | | | — | | | | (16 | ) | | | (2,700 | ) | | | | (11 | ) | | | — | | | | — | | | | — | | | | (11 | ) |
| | | | | |
Adjusted revenues | | | 193,655 | | | | 23,160 | | | | 22,649 | | | | 15,730 | | | | 208,874 | | | | | 55,072 | | | | 2,244 | | | | 30,797 | | | | 4,829 | | | | 88,454 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses, including depreciation and amortization, and amortization of mortgage procurement costs for non-Real Estate Groups | | | 98,732 | | | | 10,518 | | | | 13,342 | | | | 14,308 | | | | 115,864 | | | | | 36,219 | | | | 1,339 | | | | 17,838 | | | | 2,005 | | | | 54,723 | |
Exclude straight-line rent adjustment | | | (1,167 | ) | | | — | | | | — | | | | (412 | ) | | | (1,579 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Adjusted operating expenses | | | 97,565 | | | | 10,518 | | | | 13,342 | | | | 13,896 | | | | 114,285 | | | | | 36,219 | | | | 1,339 | | | | 17,838 | | | | 2,005 | | | | 54,723 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest income and other income | | | 885 | | | | 310 | | | | (109 | ) | | | 449 | | | | 915 | | | | | 9,930 | | | | (12 | ) | | | 111 | | | | 4 | | | | 10,057 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add equity in earnings of unconsolidated entities | | | 1,518 | | | | — | | | | (1,883 | ) | | | — | | | | (365 | ) | | | | 639 | | | | — | | | | (1,007 | ) | | | — | | | | (368 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add back equity method depreciation and amortization expense | | | 2,806 | | | | — | | | | (2,806 | ) | | | — | | | | — | | | | | 4,301 | | | | — | | | | (4,301 | ) | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | 101,299 | | | | 12,952 | | | | 4,509 | | | | 2,283 | | | | 95,139 | | | | | 33,723 | | | | 893 | | | | 7,762 | | | | 2,828 | | | | 43,420 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | 44,174 | | | | 5,877 | | | | 4,509 | | | | 2,097 | | | | 44,903 | | | | | 12,058 | | | | 742 | | | | 7,762 | | | | 1,401 | | | | 20,479 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | 2,391 | | | | — | | | | — | | | | (752 | ) | | | 1,639 | | | | | (1,092 | ) | | | — | | | | — | | | | 218 | | | | (874 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Minority interest in earnings before depreciation and amortization | | | 7,075 | | | | 7,075 | | | | — | | | | — | | | | — | | | | | 151 | | | | 151 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: EBDT from discontinued operations | | | 938 | | | | — | | | | — | | | | (938 | ) | | | — | | | | | 1,209 | | | | — | | | | — | | | | (1,209 | ) | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 48,597 | | | $ | — | | | $ | — | | | $ | — | | | $ | 48,597 | | | | $ | 23,815 | | | $ | — | | | $ | — | | | $ | — | | | $ | 23,815 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 48,597 | | | $ | — | | | $ | — | | | $ | — | | | $ | 48,597 | | | | $ | 23,815 | | | $ | — | | | $ | — | | | $ | — | | | $ | 23,815 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | (29,508 | ) | | | — | | | | — | | | | (1,679 | ) | | | (31,187 | ) | | | | (15,076 | ) | | | — | | | | — | | | | (906 | ) | | | (15,982 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of mortgage procurement costs – Real Estate Groups | | | (1,966 | ) | | | — | | | | — | | | | (54 | ) | | | (2,020 | ) | | | | (869 | ) | | | — | | | | — | | | | (20 | ) | | | (889 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred taxes – Real Estate Groups | | | (6,582 | ) | | | — | | | | — | | | | — | | | | (6,582 | ) | | | | (3,123 | ) | | | — | | | | — | | | | 23 | | | | (3,100 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Straight-line rent adjustment | | | 1,517 | | | | — | | | | — | | | | (396 | ) | | | 1,121 | | | | | 11 | | | | — | | | | — | | | | — | | | | 11 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of rental properties and other investments, net of tax | | | — | | | | — | | | | — | | | | 46,203 | | | | 46,203 | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax and minority interest: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | (1,679 | ) | | | — | | | | — | | | | 1,679 | | | | — | | | | | (906 | ) | | | — | | | | — | | | | 906 | | | | — | |
Amortization of mortgage procurement costs – Real Estate Groups | | | (54 | ) | | | — | | | | — | | | | 54 | | | | — | | | | | (20 | ) | | | — | | | | — | | | | 20 | | | | — | |
Deferred taxes – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 23 | | | | — | | | | — | | | | (23 | ) | | | — | |
Straight-line rent adjustment | | | (396 | ) | | | — | | | | — | | | | 396 | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
Gain on disposition of rental properties | | | 46,203 | | | | — | | | | — | | | | (46,203 | ) | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 56,132 | | | $ | — | | | $ | — | | | $ | — | | | $ | 56,132 | | | | $ | 3,855 | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,855 | |
| | | | | |
30
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2006(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Land Development Group 2006 | | | The Nets 2006 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) | | | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | |
Revenues from real estate operations | | $ | 20,816 | | | $ | 847 | | | $ | 4,067 | | | $ | — | | | $ | 24,036 | | | | $ | — | | | $ | — | | | $ | 12,264 | | | $ | — | | | $ | 12,264 | |
Exclude straight-line rent adjustment | | | 1 | | | | — | | | | — | | | | — | | | | 1 | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Adjusted revenues | | | 20,817 | | | | 847 | | | | 4,067 | | | | — | | | | 24,037 | | | | | — | | | | — | | | | 12,264 | | | | — | | | | 12,264 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses, including depreciation and amortization, and amortization of mortgage procurement costs for non-Real Estate Groups | | | 13,101 | | | | 635 | | | | 3,607 | | | | — | | | | 16,073 | | | | | — | | | | — | | | | 19,965 | | | | — | | | | 19,965 | |
Exclude straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Adjusted operating expenses | | | 13,101 | | | | 635 | | | | 3,607 | | | | — | | | | 16,073 | | | | | — | | | | — | | | | 19,965 | | | | — | | | | 19,965 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest income and other income | | | 3,546 | | | | 333 | | | | 22 | | | | — | | | | 3,235 | | | | | — | | | | — | | | | 69 | | | | — | | | | 69 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add equity in earnings of unconsolidated entities | | | 6,923 | | | | — | | | | (98 | ) | | | — | | | | 6,825 | | | | | (8,701 | ) | | | — | | | | 8,668 | | | | — | | | | (33 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add back equity method depreciation and amortization expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | 18,185 | | | | 545 | | | | 384 | | | | — | | | | 18,024 | | | | | (8,701 | ) | | | — | | | | 1,036 | | | | — | | | | (7,665 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | 1,829 | | | | 129 | | | | 384 | | | | — | | | | 2,084 | | | | | — | | | | — | | | | 1,036 | | | | — | | | | 1,036 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | 9,090 | | | | — | | | | — | | | | — | | | | 9,090 | | | | | (3,326 | ) | | | — | | | | — | | | | — | | | | (3,326 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Minority interest in earnings before depreciation and amortization | | | 416 | | | | 416 | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: EBDT from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 6,850 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,850 | | | | $ | (5,375 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (5,375 | ) |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | 6,850 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,850 | | | | $ | (5,375 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (5,375 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | (31 | ) | | | — | | | | — | | | | — | | | | (31 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of mortgage procurement costs – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred taxes – Real Estate Groups | | | 2,853 | | | | — | | | | — | | | | — | | | | 2,853 | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Straight-line rent adjustment | | | (1 | ) | | | — | | | | — | | | | — | | | | (1 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of rental properties and other investments, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax and minority interest: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | | $ | 9,671 | | | $ | — | | | $ | — | | | $ | — | | | $ | 9,671 | | | | $ | (5,375 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (5,375 | ) |
| | | | | |
31
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2006(in thousands)(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Corporate Activities 2006 | | | Total 2006 |
| | | | | | | | | | Plus | | | | | | | | | | | | | | | | | | | Plus | | | | |
| | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata | | | Full | | Less | | Unconsolidated | | Plus | | Pro-Rata |
| | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation | | | Consolidation | | Minority | | Investments at | | Discontinued | | Consolidation |
| | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) | | | (GAAP) | | Interest | | Pro-Rata | | Operations | | (Non-GAAP) |
| | | |
Revenues from real estate operations | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | $ | 272,238 | | | $ | 26,251 | | | $ | 69,777 | | | $ | 20,575 | | | $ | 336,339 | |
Exclude straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (2,694 | ) | | | — | | | | — | | | | (16 | ) | | | (2,710 | ) |
| | | | | |
Adjusted revenues | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 269,544 | | | | 26,251 | | | | 69,777 | | | | 20,559 | | | | 333,629 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses, including depreciation and amortization, and amortization of mortgage procurement costs for non-Real Estate Groups | | | 8,128 | | | | — | | | | — | | | | — | | | | 8,128 | | | | | 156,180 | | | | 12,492 | | | | 54,752 | | | | 16,313 | | | | 214,753 | |
Exclude straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (1,167 | ) | | | — | | | | — | | | | (412 | ) | | | (1,579 | ) |
| | | | | |
Adjusted operating expenses | | | 8,128 | | | | — | | | | — | | | | — | | | | 8,128 | | | | | 155,013 | | | | 12,492 | | | | 54,752 | | | | 15,901 | | | | 213,174 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add interest income and other income | | | 527 | | | | — | | | | — | | | | — | | | | 527 | | | | | 14,888 | | | | 631 | | | | 93 | | | | 453 | | | | 14,803 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add equity in earnings of unconsolidated entities | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 379 | | | | — | | | | 5,680 | | | | — | | | | 6,059 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add back equity method depreciation and amortization expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 7,107 | | | | — | | | | (7,107 | ) | | | — | | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | (7,601 | ) | | | — | | | | — | | | | — | | | | (7,601 | ) | | | | 136,905 | | | | 14,390 | | | | 13,691 | | | | 5,111 | | | | 141,317 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, including early extinguishment of debt | | | 10,173 | | | | — | | | | — | | | | — | | | | 10,173 | | | | | 68,234 | | | | 6,748 | | | | 13,691 | | | | 3,498 | | | | 78,675 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | (7,226 | ) | | | — | | | | — | | | | — | | | | (7,226 | ) | | | | (163 | ) | | | — | | | | — | | | | (534 | ) | | | (697 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Minority interest in earnings before depreciation and amortization | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 7,642 | | | | 7,642 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: EBDT from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 2,147 | | | | — | | | | — | | | | (2,147 | ) | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (10,548 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (10,548 | ) | | | $ | 63,339 | | | $ | — | | | $ | — | | | $ | — | | | $ | 63,339 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation to net earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before depreciation, amortization and deferred taxes (EBDT) | | $ | (10,548 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (10,548 | ) | | | $ | 63,339 | | | $ | — | | | $ | — | | | $ | — | | | $ | 63,339 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (44,615 | ) | | | — | | | | — | | | | (2,585 | ) | | | (47,200 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of mortgage procurement costs – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (2,835 | ) | | | — | | | | — | | | | (74 | ) | | | (2,909 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred taxes – Real Estate Groups | | | (477 | ) | | | — | | | | — | | | | — | | | | (477 | ) | | | | (7,329 | ) | | | — | | | | — | | | | 23 | | | | (7,306 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 1,527 | | | | — | | | | — | | | | (396 | ) | | | 1,131 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on disposition of rental properties and other investments, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | 46,203 | | | | 46,203 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax and minority interest: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (2,585 | ) | | | — | | | | — | | | | 2,585 | | | | — | |
Amortization of mortgage procurement costs – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (74 | ) | | | — | | | | — | | | | 74 | | | | — | |
Deferred taxes – Real Estate Groups | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 23 | | | | — | | | | — | | | | (23 | ) | | | — | |
Straight-line rent adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | | (396 | ) | | | — | | | | — | | | | 396 | | | | — | |
Gain on disposition of rental properties | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 46,203 | | | | — | | | | — | | | | (46,203 | ) | | | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | (11,025 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (11,025 | ) | | | $ | 53,258 | | | $ | — | | | $ | — | | | $ | — | | | $ | 53,258 | |
| | | | | |
32