EXHIBIT 99.1 THE ROUSE COMPANY LP, A SUBSIDIARY OF GENERAL GROWTH PROPERTIES,
INC.
Under the terms of an Indenture dated as of February 24, 1995, The Rouse Company
LP ("TRCLP") was required to file with the SEC the annual and quarterly reports
and other documents which TRCLP would be required to file as if it was subject
to Section 13(a) or 15(d) of the Exchange Act, regardless of whether TRCLP was
subject to such requirements. TRCLP is no longer required to file reports or
other documents with the SEC under Section 13(a) or 15(d). Accordingly, in lieu
of such filing, certain financial and other information related to TRCLP has
been included as this exhibit 99.1 to the General Growth Properties, Inc.
("GGP") Form 10-K.
All references to numbered notes are to specific footnotes to the consolidated
financial statements of TRCLP as included in this exhibit. The descriptions
included in such notes are incorporated into the applicable response by
reference. The following discussion should be read in conjunction with such
consolidated financial statements and related notes. The terms "we," "us," and
"our" in this exhibit may also be used to refer to TRCLP and its subsidiaries.
TRCLP (a Delaware limited partnership) is the successor company to The Rouse
Company ("TRC"), which was incorporated as a business corporation under the laws
of the State of Maryland in 1956. TRC was acquired by GGP on November 12, 2004,
which resulted in TRCLP becoming a subsidiary of GGP, headquartered in Chicago,
Illinois. GGP is a self-administered and self-managed Real Estate Investment
Trust ("REIT"). GGP is a Delaware corporation and was organized in 1986.
MANAGEMENT'S SUMMARY
We operate our business in two segments: the Retail and Other segment and the
Master Planned Communities segment. Our primary business (our Retail and Other
segment) is the ownership, management, leasing and development of rental
properties, primarily shopping centers. We also develop and sell land for
residential, commercial and other uses in master planned communities
(our Master Planned Communities segment). Management believes the most
significant operating factor affecting incremental revenues and cash flow and
real estate net operating income is increased rents (either base rental revenue
or overage rents) earned from tenants at our properties. These rental revenue
increases are primarily achieved by re-leasing existing space at higher current
rents, increasing occupancy which results in more space generating rent and
increasing tenant sales which results in increased overage rents. The expansion
and renovation of a property also results in increased cash flows and net income
as a result of increased customer traffic, trade area penetration and improved
competitive position of the property.
Our Retail and Other segment includes retail or mixed-use centers, and office
buildings (the "Consolidated Retail Properties") and interests in retail or
mixed-use properties, and office buildings through investments in Unconsolidated
Real Estate Affiliates (the "Unconsolidated Retail Properties"). For the
purposes of this exhibit, the Consolidated Retail Properties and the
Unconsolidated Retail Properties are collectively referred to as our "Operating
Property Portfolio."
Our Master Planned Communities segment includes the development and sale of
residential and commercial land, primarily in large-scale projects in and around
Columbia, Maryland; Summerlin (Las Vegas), Nevada; and Houston, Texas. We
develop and sell finished and undeveloped land in such communities to builders
and other developers for residential, commercial and other uses. In addition,
our Master Planned Communities segment includes our interest in The Woodlands, a
master planned community in the Houston, Texas metropolitan area. This project
is classified in our Unconsolidated Real Estate Affiliates. Reference is made to
Notes 2 and 5 for a further discussion of our investments in Unconsolidated Real
Estate Affiliates.
We generally make all key strategic decisions for our consolidated properties.
However, in connection with the unconsolidated properties, such strategic
decisions are made with the respective stockholders, members or joint venture
partners. GGP is also the asset manager for most of the Company Portfolio,
executing the strategic decisions and overseeing the day-to-day property
management functions, including operations, leasing, construction management,
maintenance, accounting, marketing and promotional services. With respect to
jointly owned properties, we generally conduct the management activities through
one of our taxable REIT subsidiaries ("TRS").
During 2008, the global economy entered into a significant downturn. For the
domestic retail market, the recession has resulted in sales declines, reduced
margins and cash flows and, for some of our tenants, bankruptcies. This, in
turn, has yielded revenue and occupancy declines at our properties, as a
function of terminations, reduced demand for rental space, and reductions in
rents that can be charged and collected. Concurrently, the new and replacement
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commercial lending market has come to a virtual standstill. Accordingly, we have
been unable to refinance or repay a number of our existing loans which had
scheduled 2008 maturities, triggering certain cross-default provisions on
certain other financing arrangements. To temporarily forestall foreclosure or
bankruptcy proceedings, we have entered into a number of short-term extension
and forbearance agreements with our various lender groups (Note 1 - Liquidity).
Such agreements have imposed lender operational oversight on our operations and,
with respect to certain properties, have resulted in lender control of
operational cash receipts. We have experienced reduced cashflows and increased
borrowing costs. The potential for an adverse outcome to our current liquidity
crisis raises substantial doubts as to our ability to continue as a going
concern. We continue to work with our financial advisors and lender groups to
reach a collectively satisfactory resolution of these liquidity and financing
difficulties.
OVERVIEW
During 2008, we obtained approximately $1.6 billion of consolidated debt through
new financings and refinancings. Proceeds from the issuances were used, in part,
to repay approximately $1.2 billion of debt.
During 2008, in four separate transactions, we sold three office buildings and
two office parks consisting of eight office buildings (Note 4) for an aggregate
purchase price of approximately $145 million, including debt assumed of
approximately $84 million, resulting in an aggregate gain of approximately $55.0
million.
Based on the results of our evaluations for impairment (Note 2), we recognized
an impairment charge related to allocated goodwill of $32.8 million. We also
recognized impairment charges of $5.4 million throughout 2008 related to the
write down of various pre-development costs that were determined to be
non-recoverable due to the related projects being terminated. We recognized
similar impairment charges for pre-development projects in the amount of $0.9
million in 2007 and $1.1 million in 2006.
In 2008, we reached final settlements with the remaining insurance carriers
related to our claim for incurred hurricane and/or vandalism damage in
Louisiana. The settlement was for the third and final layer of insurance
coverage at our Oakwood Center property pursuant to which we received a
cumulative total of approximately $38 million, of which approximately $12.0
million was considered business interruption revenue or recovery of previously
incurred expenses and approximately $26 million was recovery of incurred
property damages.
Effective January 1, 2007, Rouse Property Management, Inc. ("RPMI"), a taxable
REIT subsidiary of TRCLP, was merged into GGMI, a taxable REIT subsidiary (a
"TRS") of GGPLP. Pursuant to SFAS No. 144, the operations of RPMI prior to the
merger date have been reported as discontinued operations in the accompanying
TRCLP financial statements.
In addition, effective March 31, 2007, through a series of transactions, a
private REIT owned by General Growth Properties Limited Partnership ("GGPLP")
was contributed to TRCLP and that additional TRS became a qualified REIT
subsidiary of that private REIT ("the Private REIT/TRS Restructuring"). This
Private REIT/TRS Restructuring resulted in approximately a $328.4 million
decrease in our net deferred tax liabilities, an approximate $7.4 million
increase in our current taxes payable and an approximate $321.0 million income
tax benefit related to the properties now owned by the private REIT.
MANAGEMENT'S DISCUSSION OF TRCLP OPERATIONS AND LIQUIDITY
REVENUES
Tenant rents (which includes minimum rents, tenant recoveries, and overage
rents) decreased by $4.1 million in 2008 primarily due to a $7.4 million
decrease in overage rents and a $1.9 million decrease in straight line rent
revenue. The decrease in overage rent is primarily due to a decrease in
comparable tenant sales primarily related to The Grand Canal Shoppes and South
Street Seaport. These decreases were partially offset by a $2.2 million increase
in minimum rents and a $1.1 million increase in tenant recoveries. As discussed
in Note 11 to the TRCLP consolidated financial statements, we reached final
settlements with the remaining insurance carriers related to our claim for
incurred hurricane and/or vandalism damage in Louisiana. Such settlements
yielded the recognition of
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$8.4 million in additional minimum rents. Such increase was partially offset by
the reduction in rent due to the sale of three office buildings and two office
parks in 2008.
These increases in revenue were more than offset by a $79.1 million decrease in
land sales. The decrease in land sales in 2008 was the result of a significant
reduction in sales volume at our Summerlin and Bridgeland residential
communities.
OPERATING EXPENSES
Operating expenses decreased by $145.1 million in 2008 due primarily to the
following factors. Land sales operations expense decreased by $53.3 million as a
result of decreased land activity discussed above. Provisions for impairment
decreased by $90.3 million. Based on the most currrent information available to
us, we recognized impairment charges related to allocated goodwill of $32.8
million and related to the write down of various pre-development costs that were
determined to be non-recoverable of $5.4 million throughout 2008. A 50 basis
point increase in the capitalization rates used to estimate fair value would
have resulted in a $53.6 million increase in the goodwill impairment recognized.
In 2007, we recognized an impairment charge of $127.6 related to our Maryland
MPC communities. Property operating costs decreased $11.7 million in 2008
primarily as a result of reductions in repairs and maintenance and marketing
offset somewhat by increased real estate taxes.
INTEREST EXPENSE
The increase in interest expense is primarily due to higher debt balances at
December 31, 2008 compared to December 31, 2007, that was primarily the result
of the new multi property financing and/or re-financings and extensions in the
second half of 2008. This financing activity resulted in significant increases
in interest rates and loan fees.
(PROVISION FOR) BENEFIT FROM INCOME TAXES
The increase in (provision for) benefit from income taxes in 2008 was primarily
attributable to tax benefit received in 2007 related to an internal
restructuring of certain of our operating properties that were previously owned
by a TRS and the tax benefit related to the provision for impairment at our
master planned communities in 2007.
CASH POSITION AND LIQUIDITY AT DECEMBER 31, 2008
TRCLP's cash and cash equivalents increased $1.7 million to $25.4 million as of
December 31, 2008. The cash position of TRCLP is largely determined at any point
in time by the relative short-term demands for cash by TRCLP and GGP.
Since the third quarter of 2008, liquidity has been our primary issue. As of
December 31, 2008, we had approximately $25 million of cash on hand. As of
February 26, 2009, we have $761 million in past due debt and an additional $570
million of debt that could be accelerated by our lenders as discussed below.
The $650 million mortgage loan secured by our Fashion Show shopping center and
the $250 million mortgage loan secured by GGP's The Shoppes at the Palazzo
shopping center (the "Fashion Show/Palazzo Loans") matured on November 28, 2008.
As neither GGP nor we were able to extend, repay or refinance these loans, on
December 16, 2008, GGP and certain of its subsidiaries, including Fashion Show
Mall LLC, entered into forbearance and waiver agreements with respect to these
loan agreements, which expired on February 12, 2009. As of February 26, 2009, we
are in default with respect to these loans, but the lenders have not commenced
foreclosure proceedings with respect to these properties. GGP's $225 million
Short Term Secured Loan (TRCLP portion is approximately $111 million) which
matured on February 1, 2009 is also past due. A $95 million mortgage loan
secured by the Oakwood Center, with an original scheduled maturity date of
February 9, 2009, was extended to March 16, 2009.
The maturity date of each of GGP's 2006 Credit Facility and the Secured
Portfolio Facility could be accelerated by our lenders. As a result of the
maturity of the Fashion Show/Palazzo Loans and certain ohter events, GGP and
certain of its subsidiaries entered into forbearance agreements in December
2008 relating to each of the 2006 Credit Facility and the Secured Portfolio
Facility.
Pursuant and subject to the terms of the forbearance agreement related to the
2006 Credit Facility, the lenders agreed to waive certain identified events of
default under the 2006 Credit Facility and forbear from exercising
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certain of the lenders' default related rights and remedies with respect to such
identified defaults until January 30, 2009. These defaults included, among
others, the failure to timely repay the Fashion Show/Palazzo Loans. Without
acknowledging the existence or validity of the identified defaults, GGP agreed
that, during the forbearance period, without the consent of the lenders required
under the 2006 Credit Facility and subject to certain "ordinary course of
business" exceptions, it would not enter into any transaction that would result
in a change in control, incur any indebtedness, dispose of any assets or issue
any capital stock for other than fair market value, make any redemption or
restricted payment, purchase any subordinated debt, or amend the CSA. In
addition, GGP agreed that investments in TRCLP and its subsidiaries would not be
made by non-TRCLP subsidiaries and their other subsidiaries, subject to certain
ordinary course of business exceptions. GGP also agreed that certain proceeds
received in connection with financings or capital transactions would be retained
by the Company subsidiary receiving such proceeds. Finally, the forbearance
agreement modified the 2006 Credit Facility to eliminate the obligation of
the lenders to provide additional revolving credit borrowings, letters of credit
and the option to extend the term of the 2006 Credit Facility.
On January 30, 2009, GGP amended and restated the forbearance agreement relating
to its 2006 Credit Facility. Pursuant and subject to the terms of the amended
and restated forbearance agreement, the lenders agreed to extend the period
during which they would forbear from exercising certain of their default related
rights and remedies with respect to certain identified defaults from January 30,
2009 to March 15, 2009. Without acknowledging or confirming the existence or
occurrence of the identified defaults, GGP agreed to extend the covenants and
restrictions contained in the original forbearance agreement and also agreed to
certain additional covenants during the extended forbearance period. Certain
termination events were added to the forbearance agreement, including
foreclosure on certain potential mechanics liens prior to March 15, 2009 and
certain cross defaults in respect of six loan agreements relating to the
mortgage loans secured by each of the Oakwood, the Fashion Show/Palazzo and
Jordan Creek shopping centers as well as certain additional portfolios of
properties.
Pursuant and subject to the terms of the forbearance agreement related to the
Secured Portfolio Facility, the lenders agreed to waive certain identified
events of default under the Secured Portfolio Facility and forbear from
exercising certain of the lenders' default related rights and remedies with
respect to such identified defaults until January 30, 2009. These defaults
included, among others, the failure to timely repay the Fashion Show/Palazzo
Loans. On January 30, 2009, GGP amended and restated the forbearance agreement
relating to the Secured Portfolio Facility.
Pursuant and subject to the terms of the amended and restated forbearance
agreement, the lenders agreed to waive certain identified events of default
under the Secured Portfolio Facility and agreed to extend the period during
which they would forbear from exercising certain of their default related rights
and remedies with respect to certain identified defaults from January 30, 2009
to March 15, 2009. GGP and the subsidiaries party to the amended and restated
forebearance agreement, did not acknowledge the existence or validity of the
identified defaults.
As a condition to the lenders agreeing to enter into the forbearance agreements,
GGP agreed to pay the lenders certain fees and expenses, including an extension
fee to the lenders equal to five (5) basis points of the outstanding loan
balance under the 2006 Credit Facility and Secured Portfolio Facility in
connection with the amendment and restatement of the forbearance agreements
relating to such loan facilities.
The expiration of these forbearance agreements permitted the lenders under GGP's
2006 Credit Facility and the Secured Portfolio Facility to elect to terminate
the forbearance agreements related to those loan facilities. However, as of
February 26, 2009, we have not received notice of any such termination, which
is required under the terms of these forbearance agreements.
In addition, we have $999 million of property specific mortgage loans scheduled
to mature in the remainder of 2009. We have significant accounts payable and
liens on our assets and the imposition of additional liens may occur.
A total of $595 million of unsecured bonds issued by TRCLP are scheduled to
mature on March 15, 2009 and April 30, 2009. Failure to pay these bonds at
maturity, or a default under certain of our other debt, would constitute a
default under these and other unsecured bonds issued by TRCLP having an
aggregate outstanding balance of $2.25 billion as of December 31, 2008.
T-4
GGP and we do not have, and will not have, sufficient liquidity to make the
principal payments on maturing or accelerated loans or pay our past due
payables. GGP and we will not have sufficient liquidity to repay any outstanding
loans and other obligations unless we are able to refinance, restructure, amend
or otherwise replace the Fashion Show/Palazzo Loans, the 2006 Credit Facility,
Secured Portfolio Facility, other mortgage loans maturing in 2009 and the
unsecured bonds issued by TRCLP which are due in 2009.
Our liquidity is also dependent on cash flows from operations, which are
affected by the severe weakening of the economy. The downturn in the domestic
retail market has resulted in reduced tenant sales and increased tenant
bankruptcies, which in turn affects our ability to generate rental revenue. In
addition, the rapid and deep deterioration of the housing market, with new
housing starts currently at a fifty year low, negatively affects our ability to
generate income through the sale of residential land in our master planned
communities
GGP and TRCLP have undertaken a review of all strategic and financing
alternatives available to the Company. GGP has a continuing dialog with its
syndicates of lenders for its 2006 Credit Facility and Secured Portfolio
Facility. GGP has also initiated conversations with the holders of the TRLCP
bonds. Our ability to continue as a going concern is dependent upon our ability
to refinance, extend or otherwise restructure our debt, and there can be no
assurance that we will be able to do so. GGP and TRCLP have retained legal and
financial advisors to help us implement a restructuring plan. Any such
restructuring may be required to occur under court supervision pursuant to a
voluntary bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code. Our
independent auditors have included an explanatory paragraph in their report
expressing substantial doubt as to our ability to continue as a going concern.
T-5
THE ROUSE COMPANY LP
A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
Page
Number
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm T-7
Consolidated Balance Sheets as of December 31, 2008 and 2007 T-8
Consolidated Statements of Operations and Comprehensive Income for the Years Ended
December 31, 2008, 2007 and 2006 T-9
Consolidated Statements of Partners' Capital for the Years Ended
December 31, 2008, 2007 and 2006 T-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006 T-11
Notes to Consolidated Financial Statements T-13
Note 1 Organization T-13
Note 2 Summary of Significant Accounting Policies T-15
Note 3 Acquisitions and Intangibles T-21
Note 4 Discontinued Operations and Gains (Losses) on Dispositions of
Interests in Operating Properties T-21
Note 5 Unconsolidated Real Estate Affiliates T-22
Note 6 Mortgages, Notes and Loans Payable T-26
Note 7 Income Taxes T-27
Note 8 Rentals under Operating Leases T-30
Note 9 Transactions with Affiliates T-31
Note 10 Other Assets and Liabilities T-31
Note 11 Commitments and Contingencies T-32
Note 12 Recently Issued Accounting Pronouncements T-33
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
The Rouse Company LP
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of The Rouse
Company LP and subsidiaries (the "Company") as of December 31, 2008 and 2007,
and the related consolidated statements of operations and comprehensive income,
partners' capital, and cash flows for each of the three years in the period
ended December 31, 2008. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of The Rouse Company LP and
subsidiaries as of December 31, 2008 and 2007, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
As discussed in Note 7 to the consolidated financial statements, on January 1,
2007, the Company adopted Financial Accounting Standards Board Interpretation
No. 48, Accounting for Uncertainty in Income Taxes.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, as of February 26, 2009, the Company has $761
million in past due debt, an additional $570 million of debt that could be
accelerated by its lenders, and $1.59 billion in other debt scheduled to mature
in 2009. The lenders associated with certain of these loan agreements have
entered into forbearance and waiver agreements with the Company. The forbearance
and waiver agreements associated with the $650 million mortgage loan secured by
the Fashion Show Shopping Center and the General Growth Properties, Inc. ("GGP")
$250 million mortgage loan secured by The Shoppes at the Palazzo shopping center
expired on February 12, 2009. The expiration of these forbearance agreements
permits the lenders under GGP's 2006 Credit Facility and the 2008 Secured
Portfolio Facility to terminate the existing forbearance agreements related to
these loan facilities. Borrowings under these facilities aggregated $4.09
billion as of February 26, 2009. However, as of February 26, 2009, the Company
has not received notice of any such termination, as required by the terms of
such forbearance agreements. These matters, which could result in the Company
seeking legal protection from its lenders, raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans concerning
these matters are also discussed in Note 1 to the consolidated financial
statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2009
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The Rouse Company L.P. and Subsidiaries
A Subsidiary of General Growth Properties, Inc.
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
2008 2007
------------ ------------
(Dollars in thousands)
ASSETS:
Investment in real estate:
Land $ 1,584,843 $ 1,556,115
Buildings and equipment 11,086,224 11,040,398
Less accumulated depreciation (1,595,974) (1,318,032)
Developments in progress 476,472 291,643
------------ ------------
Net property and equipment 11,551,565 11,570,124
Investment in and loans to/from Unconsolidated Real Estate Affiliates 1,470,328 1,377,634
Investment land and land held for development and sale 1,698,405 1,639,372
------------ ------------
Net investment in real estate 14,720,298 14,587,130
Cash and cash equivalents 25,411 23,679
Accounts and notes receivable, net 154,578 155,950
Goodwill 340,291 385,683
Deferred expenses, net 135,556 106,028
Prepaid expenses and other assets 606,589 622,645
------------ ------------
Total assets $ 15,982,723 $ 15,881,115
============ ============
LIABILITIES AND PARTNERS' CAPITAL:
Mortgages, notes and loans payable $ 9,697,848 $ 9,455,727
Investment in and loans to/from Unconsolidated Real Estate Affiliates 25,048 25,632
Deferred tax liabilities 861,399 854,000
Accounts payable and accrued expenses 570,473 623,098
------------ ------------
Total liabilities 11,154,768 10,958,457
------------ ------------
Minority interests 20,196 3,983
Commitments and contingencies -- --
Partners' capital:
Partners' capital 9,028,681 8,934,378
Accumulated other comprehensive loss (418) (419)
------------ ------------
Total partners' capital, before receivable from General Growth Properties, Inc. 9,028,263 8,933,959
Receivable from General Growth Properties, Inc. (4,220,504) (4,015,284)
------------ ------------
Total partners' capital 4,807,759 4,918,675
------------ ------------
Total liabilities and partners' capital $ 15,982,723 $ 15,881,115
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
T-8
The Rouse Company L.P. and Subsidiaries
A Subsidiary of General Growth Properties, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Dollars in thousands)
Year Ended December 31,
-----------------------------------------
2008 2007 2006
----------- ----------- -----------
Revenues:
Minimum rents $ 881,150 $ 878,975 $ 862,666
Tenant recoveries 396,242 395,118 385,800
Overage rents 34,377 41,804 36,165
Land sales 66,557 145,649 424,516
Management and other fees 1,541 686 664
Other 56,611 59,766 52,372
----------- ----------- -----------
Total revenues 1,436,478 1,521,998 1,762,183
----------- ----------- -----------
Expenses:
Real estate taxes 113,297 108,608 106,497
Repairs and maintenance 99,611 103,005 102,733
Marketing 16,192 22,042 18,872
Other property operating expenses 211,977 219,134 202,108
Land sales operations 63,441 116,708 316,453
Provisions for impairment 38,174 128,480 1,061
Property management and other costs 65,483 63,600 61,271
Provision for doubtful accounts 5,241 2,287 18,071
Depreciation and amortization 341,451 336,071 396,418
----------- ----------- -----------
Total expenses 954,867 1,099,935 1,223,484
----------- ----------- -----------
OPERATING INCOME 481,611 422,063 538,699
Interest income 12,027 3,673 5,884
Interest expense (512,773) (443,520) (424,515)
----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTERESTS AND
EQUITY IN INCOME OF UNCONSOLIDATED AFFILIATES (19,135) (17,784) 120,068
(Provision for) benefit from income taxes (17,555) 307,181 (87,968)
Minority interests (1,451) (1,355) (4,656)
Equity in income of unconsolidated affiliates 59,618 107,174 48,484
----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS 21,477 395,216 75,928
Discontinued operations 55,044 -- (1,224)
----------- ----------- -----------
NET INCOME 76,521 395,216 74,704
Other items of comprehensive income (loss):
Unrealized losses on available-for-sale securities (7) (44) (328)
Net unrealized gains (losses) on financial instruments 8 (366) (558)
----------- ----------- -----------
Total other comprehensive income (loss) 1 (410) (886)
----------- ----------- -----------
COMPREHENSIVE INCOME, NET $ 76,522 $ 394,806 $ 73,818
=========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
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The Rouse Company L.P. and Subsidiaries
A Subsidiary of General Growth Properties, Inc.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
Accumulated
other Receivable from
comprehensive General Growth
Partners' Capital income (loss) Properties, Inc. Total
----------------- ------------- ---------------- ------------
(Dollars in thousands)
BALANCE AT JANUARY 1, 2006 $ 8,484,048 $ 877 $ (2,392,216) $ 6,092,709
Net income 74,704 -- -- 74,704
Other comprehensive loss -- (886) -- (886)
Distribution of Augusta Mall to General
Growth Properties, Inc. (113,965) -- -- (113,965)
Receivable from General Growth Properties, Inc. -- -- (1,211,081) (1,211,081)
Tax expense from stock options (10) -- -- (10)
----------- ------ ------------ ------------
BALANCE AT DECEMBER 31, 2006 8,444,777 (9) (3,603,297) 4,841,471
Cumulative effect of adoption of FIN 48 (6,378) -- -- (6,378)
----------- ------ ------------ ------------
ADJUSTED BALANCE AT JANUARY 1, 2007 8,438,399 (9) (3,603,297) 4,835,093
Net income 395,216 -- -- 395,216
Other comprehensive loss -- (410) -- (410)
Receivable from General Growth Properties, Inc. -- -- (411,987) (411,987)
Capital contribution from GGPLP 100,000 -- -- 100,000
Tax benefit from stock options 763 -- -- 763
----------- ------ ------------ ------------
BALANCE AT DECEMBER 31, 2007 8,934,378 (419) (4,015,284) 4,918,675
Net income 76,521 -- -- 76,521
Other comprehensive income -- 1 -- 1
Receivable from General Growth Properties, Inc. -- -- (205,220) (205,220)
Capital contribution from GGPLP 18,000 -- -- 18,000
Tax (expense) benefit from stock options (218) -- -- (218)
----------- ------ ------------ ------------
BALANCE AT DECEMBER 31, 2008 $ 9,028,681 $ (418) $ (4,220,504) $ 4,807,759
=========== ====== ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
T-10
The Rouse Company L.P. and Subsidiaries
A Subsidiary of General Growth Properties, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year ended December 31,
-------------------------------------
2008 2007 2006
---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 76,521 $ 395,216 $ 74,704
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization, including discontinued
operations 341,451 336,071 397,940
Minority interests, including discontinued operations 1,451 1,355 4,642
Equity in income of Unconsolidated Real Estate Affiliates (59,618) (107,174) (48,765)
Operating distributions received from Unconsolidated Real
Estate Affiliates 30,702 75,804 41,790
Gains on dispositions (55,044) -- --
Provisions for impairment 38,174 127,600 --
Participation expense pursuant to Contingent Stock Agreement 2,849 31,884 110,740
Land development and acquisition expenditures (104,591) (173,989) (200,367)
Cost of land sales 24,516 48,794 175,184
Provision for doubtful accounts, including discontinued
operations 5,241 2,287 18,209
Deferred income taxes, including tax restructuring benefit 4,429 (375,285) 53,469
Straight-line rent amortization (13,349) (14,044) (25,702)
Amortization of intangibles other than in-place leases 3,194 2,182 (5,091)
Amortization of debt market rate adjustment and other non-cash
interest expense 2,562 (29,508) (30,290)
Net changes:
Accounts and notes receivable 9,198 (17,880) (18,901)
Prepaid expenses and other assets (9,904) 23,100 4,396
Accounts payable, accrued expenses and other liabilities (23,967) (34,445) (94,715)
Other, net (4,166) 23,986 12,611
---------- ---------- ---------
Net cash provided by operating activities 269,649 315,954 469,854
---------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Development of real estate and improvements and additions
to properties (407,698) (307,514) (226,307)
Proceeds from sale of investment properties 72,958 500 23,117
Distributions received from Unconsolidated Real Estate Affiliates
in excess of income 11,589 110,326 27,099
Increase in investments in Unconsolidated Real Estate Affiliates (75,695) (20,332) (35,572)
(Increase) Decrease in restricted cash (6,429) 3,627 21,128
Collection of long-term notes receivable -- -- 4,822
Other, net 20,282 22,805 35,608
---------- ---------- ---------
Net cash used in investing activities (384,993) (190,588) (150,105)
---------- ---------- ---------
The accompanying notes are an integral part of these consolidated financial
statements.
T-11
The Rouse Company L.P. and Subsidiaries
A Subsidiary of General Growth Properties, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands)
Year ended December 31,
------------------------------------------
2008 2007 2006
------------ ---------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of mortgages, notes and loans payable 1,590,783 846,000 2,058,183
Principal payments on mortgages, notes and loans payable (1,246,027) (689,711) (1,073,919)
Advances to General Growth Properties, Inc. (220,753) (418,797) (1,295,677)
Capital contribution from GGPLP 18,000 100,000 --
Deferred financing costs (39,138) (1,811) (10,005)
Contributions of (distributions to) minority interest partners 14,762 (2,255) (3,988)
Other, net (551) (529) (3,283)
------------ ---------- ------------
Net cash provided by (used in) financing activities 117,076 (167,103) (328,689)
------------ ---------- ------------
Net change in cash and cash equivalents 1,732 (41,737) (8,940)
Cash and cash equivalents at beginning of period 23,679 65,416 74,356
------------ ---------- ------------
Cash and cash equivalents at end of period $ 25,411 $ 23,679 $ 65,416
============ ========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 551,947 $ 533,594 $ 503,473
Interest capitalized 41,359 54,799 47,702
Income taxes paid 37,028 89,455 32,435
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Change in accrued capital expenditures incurred in accounts
payable and accrued expenses $ 25,595 $ (16,001) $ 32,931
Debt assumed by purchasers of land and other assets 84,000 2,623 5,640
Tax benefit (expense) related to nonqualified stock options
exercised (218) 763 (10)
Transfer of deferred compensation and retirement accounts
from TRCLP to GGMI -- -- 20,062
Distribution of Augusta Mall from TRCLP to GGPLP -- -- 113,965
The accompanying notes are an integral part of these consolidated financial
statements.
T-12
The Rouse Company L.P. and Subsidiaries
A Subsidiary of General Growth Properties, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 ORGANIZATION
GENERAL
The Rouse Company LP (the successor to The Rouse Company) ("TRC"), ("we,"
"TRCLP" or "us") is a limited partnership and subsidiary of General Growth
Properties, Inc ("GGP"). Through our subsidiaries and affiliates, we operate,
manage, develop and acquire retail and other rental properties located
throughout the United States and develop and sell land for residential,
commercial and other uses primarily in long-term master planned communities. The
operating properties consist of retail centers, office and industrial buildings
and mixed-use and other properties. The retail centers are primarily regional
shopping centers in suburban market areas, but also include specialty
marketplaces in certain downtown areas and several community retail centers. The
office and industrial properties are located primarily in the
Baltimore-Washington and Las Vegas markets or are components of large-scale
mixed-use properties (which include retail, parking and other uses) located in
other urban markets. Land development and sales operations are predominantly
related to large scale, long-term community development projects in and around
Columbia, Maryland; Summerlin, Nevada; and Houston, Texas.
In this report, we refer to our ownership interests in majority owned or
controlled properties as "Consolidated Properties," to our ownership interests
in joint ventures in which we own a non-controlling interest as "Unconsolidated
Real Estate Affiliates" and the properties owned by such joint ventures as the
"Unconsolidated Properties." Our "Company Portfolio" includes both our
Consolidated Properties and our Unconsolidated Properties.
LIQUIDITY
Since the third quarter of 2008, liquidity has been our primary issue. As of
December 31, 2008, we had approximately $25 million of cash on hand. As of
February 26, 2009, we have $761 million in past due debt and an additional $570
million of debt that could be accelerated by our lenders.
The $650 million mortgage loan secured by our Fashion Show shopping center and
the $250 million mortgage loan secured by GGP's The Shoppes at the Palazzo
shopping center (the "Fashion Show/Palazzo Loans") matured on November 28, 2008.
As neither GGP nor we were able to extend, repay or refinance these loans, on
December 16, 2008, GGP and certain of its subsidiaries, including Fashion Show
Mall LLC, entered into forbearance and waiver agreements with respect to these
loan agreements, which expired on February 12, 2009. As of February 26, 2009, we
are in default with respect to these loans, but the lenders have not commenced
foreclosure proceedings with respect to these properties. GGP's $225 million
Short Term Secured Loan (TRCLP portion is approximately $111 million) which
matured on February 1, 2009 is also past due. A $95 million mortgage loan
secured by the Oakwood Center, with an original scheduled maturity date of
February 9, 2009, was extended to March 16, 2009.
The maturity date of each of GGP's 2006 Credit Facility and the Secured
Portfolio Facility could be accelerated by our lenders. As a result of the
maturity of the Fashion Show/Palazzo Loans and certain other events, GGP and
certain of its subsidiaries entered into forbearance agreements in December 2008
relating to each of the 2006 Credit Facility and the Secured Portfolio Facility.
Pursuant and subject to the terms of the forbearance agreement related to the
2006 Credit Facility, the lenders agreed to waive certain identified events of
default under the 2006 Credit Facility and forbear from exercising certain of
the lenders' default related rights and remedies with respect to such identified
defaults until January 30, 2009. These defaults included, among others, the
failure to timely repay the Fashion Show/Palazzo Loans. Without acknowledging
the existence or validity of the identified defaults, GGP agreed that, during
the forbearance period, without the consent of the lenders required under the
2006 Credit Facility and subject to certain "ordinary course of business"
exceptions, it would not enter into any transaction that would result in a
change in control, incur any indebtedness, dispose of any assets or issue any
capital stock for other than fair market value, make any redemption or
restricted payment, purchase any subordinated debt, or amend the CSA. In
addition, GGP agreed that investments in TRCLP and its subsidiaries would not be
made by non-TRCLP subsidiaries and their other subsidiaries, subject to certain
ordinary course of business exceptions. GGP also agreed that certain proceeds
received in connection with financings or capital transactions would be retained
by the Company subsidiary receiving such proceeds. Finally, the
T-13
forbearance agreement modified the 2006 Credit Facility to eliminate the
obligation of the lenders to provide additional revolving credit borrowings,
letters of credit and the option to extend the term of the 2006 Credit
Facility.
On January 30, 2009, GGP amended and restated the forbearance agreement relating
to its 2006 Credit Facility. Pursuant and subject to the terms of the amended
and restated forbearance agreement, the lenders agreed to extend the period
during which they would forbear from exercising certain of their default related
rights and remedies with respect to certain identified defaults from January 30,
2009 to March 15, 2009. Without acknowledging or confirming the existence or
occurrence of the identified defaults, GGP agreed to extend the covenants and
restrictions contained in the original forbearance agreement and also agreed to
certain additional covenants during the extended forbearance period. Certain
termination events were added to the forbearance agreement, including
foreclosure on certain potential mechanics liens prior to March 15, 2009 and
certain cross defaults in respect of six loan agreements relating to the
mortgage loans secured by each of the Oakwood, the Fashion Show/Palazzo and
Jordan Creek shopping centers as well as certain additional portfolios of
properties.
Pursuant and subject to the terms of the forbearance agreement related to the
Secured Portfolio Facility, the lenders agreed to waive certain identified
events of default under the Secured Portfolio Facility and forbear from
exercising certain of the lenders' default related rights and remedies with
respect to such identified defaults until January 30, 2009. These defaults
included, among others, the failure to timely repay the Fashion Show/Palazzo
Loans. On January 30, 2009, GGP amended and restated the forbearance agreement
relating to the Secured Portfolio Facility.
Pursuant and subject to the terms of the amended and restated forbearance
agreement, the lenders agreed to waive certain identified events of default
under the Secured Portfolio Facility and agreed to extend the period during
which they would forbear from exercising certain of their default related rights
and remedies with respect to certain identified defaults from January 30, 2009
to March 15, 2009. GGP and the subsidiaries party to the amended and restated
forbearance agreement did not acknowledge the existence or validity of the
identified defaults.
As a condition to the lenders agreeing to enter into the forbearance agreements,
GGP agreed to pay the lenders certain fees and expenses, including an extension
fee to the lenders equal to five (5) basis points of the outstanding loan
balance under the 2006 Credit Facility and Secured Portfolio Facility in
connection with the amendment and restatement of the forbearance agreements
relating to such loan facilities.
The expiration of the Fashion Show/Palazzo loan forbearance agreements permitted
the lenders under GGP's 2006 Credit Facility and the Secured Portfolio Facility
to elect to terminate the forbearance agreements related to those loan
facilities. However, as of February 26, 2009, we have not received notice
of any such termination, which is required under the terms of these forbearance
agreements.
In addition, we have $999 million of property specific mortgage loans scheduled
to mature in the remainder of 2009. We have significant accounts payable and
liens on our assets and the imposition of additional liens may occur.
A total of $595 million of unsecured bonds issued by TRCLP are scheduled to
mature on March 15, 2009 and April 30, 2009. Failure to pay these bonds at
maturity, or a default under certain of our other debt, would constitute a
default under these and other unsecured bonds issued by TRCLP having an
aggregate outstanding balance of $2.25 billion as of December 31, 2008.
GGP and we do not have, and will not have, sufficient liquidity to make the
principal payments on maturing or accelerated loans or pay our past due
payables. We will not have sufficient liquidity to repay any outstanding loans
and other obligations unless we are able to refinance, restructure, amend or
otherwise replace the Fashion Show/Palazzo Loans, its 2006 Credit Facility,
Secured Portfolio Facility, other mortgage loans maturing in 2009 and the
unsecured bonds issued by TRCLP which are due in 2009.
Our liquidity is also dependent on cash flows from operations, which are
affected by the severe weakening of the economy. The downturn in the domestic
retail market has resulted in reduced tenant sales and increased tenant
bankruptcies, which in turn affects our ability to generate rental revenue. In
addition, the rapid and deep deterioration of the housing market, with new
housing starts currently at a fifty year low, negatively affects our ability to
generate income through the sale of residential land in our master planned
communities.
T-14
GGP and we have undertaken a comprehensive examination of all of the financial
and strategic alternatives to generate capital from a variety of sources,
including, but not limited to, both core and non-core asset sales, the sale of
joint venture interests, a corporate level capital infusion, and/or strategic
business combinations. Given the continued weakness of the retail and credit
markets, there can be no assurance that we can obtain further extensions or
refinance our existing debt or obtain the additional capital necessary to
satisfy our short term cash needs. In the event that GGP or we are unable to
extend or refinance our debt or obtain additional capital on a timely basis, we
will be required to take further steps to acquire the funds necessary to
satisfy our short term cash needs, including seeking legal protection from our
creditors. Our potential inability to address our past due and future debt
maturities raise substantial doubts as to our ability to continue as a going
concern. The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America applicable to a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
Accordingly, our consolidated financial statements do not reflect any
adjustments related to the recoverability of assets and satisfaction of
liabilities that might be necessary should we be unable to continue as a going
concern.
PRIVATE REIT/TRS RESTRUCTURING
Effective January 1, 2007, Rouse Property Management, Inc. ("RPMI"), a taxable
REIT subsidiary of TRCLP, was merged into GGMI, a taxable REIT subsidiary of
GGPLP. Pursuant to SFAS No. 144, the operations of RPMI prior to the merger date
have been reported as discontinued operations in the accompanying TRCLP
financial statements.
In addition, effective March 31, 2007, through a series of transactions, a
private REIT owned by General Growth Properties Limited Partnership ("GGPLP"), a
subsidiary of GGP, was contributed to TRCLP and that additional TRS became a
qualified REIT subsidiary of that private REIT ("the Private REIT/TRS
Restructuring"). This Private REIT/TRS Restructuring resulted in approximately a
$328.4 million decrease in our net deferred tax liabilities, an approximate $7.4
million increase in our current taxes payable and an approximate $321.0 million
income tax benefit related to the properties now owned by the private REIT. In
accordance with the guidance established for mergers involving affiliates under
common control, the financial statements of TRCLP have been restated to include
the results of the private REIT for all periods presented, similar to a pooling
of interests. This restructuring increased total assets by $2.7 billion, total
liabilities by $2.1 billion and total partners' capital by $0.6 billion as of
December 31, 2006. As a result of the restatement, net income was increased by
$76.6 million for the year ended December 31, 2006.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
TRCLP, our subsidiaries and joint ventures in which we have a controlling
interest. For consolidated joint ventures, the non-controlling partner's share
of operations (generally computed as the joint venture partner's ownership
percentage) is included in Minority Interest. All significant intercompany
balances and transactions have been eliminated.
PROPERTIES
Real estate assets acquired are stated at cost less any provisions for
impairments. Construction and improvement costs incurred in connection with the
development of new properties or the redevelopment of existing properties are
capitalized to the extent the total carrying value of the property does not
exceed the estimated fair value of the completed property. Real estate taxes and
interest costs incurred during construction periods are capitalized. Capitalized
interest costs are based on qualified expenditures and interest rates in place
during the construction period. Capitalized real estate taxes and interest costs
are amortized over lives which are consistent with the constructed assets.
Pre-development costs, which generally include legal and professional fees and
other directly related third-party costs are capitalized as part of the property
being developed. In the event a development is no longer deemed to be probable,
the costs previously capitalized are expensed.
Tenant improvements, either paid directly or in the form of construction
allowances paid to tenants, are capitalized and depreciated over the average
lease term. Maintenance and repairs are charged to expense when incurred.
Expenditures for significant betterments and improvements are capitalized.
T-15
Depreciation or amortization expense is computed using the straight-line method
based upon the following estimated useful lives:
YEARS
-----
Buildings and improvements 40-45
Equipment, tenant improvements and fixtures 5-10
IMPAIRMENT
Operating properties and properties under development
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-lived Assets, ("SFAS 144") requires that if
impairment indicators exist and the undiscounted cash flows expected to be
generated by an asset are less than its carrying amount, an impairment charge
should be recorded to write down the carrying amount of such asset to its fair
value. We review our real estate assets, including investment land, land held
for development and sale and developments in progress, for potential impairment
indicators whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. The cash flow estimates used both for
estimating value and the recoverability analysis are inherently judgmental and
reflect current and projected trends in rental, occupancy and capitalization
rates, and our estimated holding periods for the applicable assets. Impairment
indicators for our retail and other segment are assessed separately for each
property and include, but are not limited to, significant decreases in real
estate property net operating income and occupancy percentages. Impairment
indicators for our Master Planned Communities segment are assessed separately
for each community and include, but are not limited to, significant decreases in
sales pace or average selling prices, significant increases in expected land
development and construction costs or cancellation rates, and projected losses
on expected future sales. Impairment indicators for pre-development costs, which
are typically costs incurred during the beginning stages of a potential
development, and developments in progress are assessed by project and include,
but are not limited to, significant changes in projected completion dates,
revenues or cash flows, development costs, market factors and sustainability of
development projects. If an indicator of potential impairment exists, the asset
is tested for recoverability by comparing its carrying value to the estimated
future undiscounted cash flow. Although the estimated fair value of certain
assets may be exceeded by the carrying amount, a real estate asset is only
considered to be impaired when its carrying value cannot be recovered through
estimated future undiscounted cash flows. To the extent an impairment has
occurred, the excess of the carrying value of the asset over its estimated fair
value is expensed to operations. Certain of our properties had fair values less
than their carrying amounts. However, based on our plans with respect to those
properties, we believe that the carrying amounts are recoverable and therefore,
under applicable GAAP guidance, no impairments were taken.
We recorded an impairment charge of $127.6 million in 2007 related to our
Columbia and Fairwood properties in our master planned communities segment.
We recorded impairment charges of $5.4 million throughout 2008 related to the
write down of various pre-development costs that were determined to be
non-recoverable due to the related projects being terminated. We recorded
similar impairment charges for pre-development projects in the amount of $0.9
million in 2007 and $1.1 million in 2006
All of these impairment charges are included in provisions for impairment in our
consolidated financial statements.
No other impairments of our investment in real estate were recorded in 2008 or
2007.
Investment in Unconsolidated Real Estate Affiliates
Per Accounting Principles Board ("APB") Opinion No. 18, The Equity Method of
Accounting for Investments in Common Stock, a series of operating losses of an
investee or other factors may indicate that a decrease in value of our
investment in the Unconsolidated Real Estate Affiliates has occurred which is
other-than-temporary. The investment in each of the Unconsolidated Real Estate
Affiliates is evaluated periodically and as deemed necessary for recoverability
and valuation declines that are other than temporary. Accordingly, in addition
to the property-specific impairment analysis that we perform on the investment
properties owned by such joint ventures (as part of our operating properties and
properties under development impairment process described above), we also
consider the ownership and distribution preferences and limitations and rights
to sell and repurchase of our ownership interests. No provisions for impairment
of our investments in Unconsolidated Real Estate Affiliates were recorded in
2008, 2007 or 2006.
T-16
Goodwill
The excess of the cost of an acquired entity over the net of the amounts
assigned to assets acquired (including identified intangible assets) and
liabilities assumed is recorded as goodwill. Goodwill has been recognized and
allocated to specific properties. Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), requires that
goodwill should be tested for impairment annually or more frequently if events
or changes in circumstances indicate that the asset might be impaired.
Accordingly, we performed the annual test of goodwill as of December 31, 2008.
We perform this test by first comparing the estimated fair value of each
property with our book value of the property, including, if applicable, its
allocated portion of aggregate goodwill. We assess fair value based on estimated
cash flow projections that utilize appropriate discount and capitalization rates
and available market information. Estimates of future cash flows are based on a
number of factors including the historical operating results, known trends, and
market/economic conditions. If the book value of a property, including its
goodwill, exceeds its estimated fair value, the second step of the goodwill
impairment test is performed to measure the amount of impairment loss, if any.
In this second step, if the implied fair value of goodwill is less than the book
value of goodwill, an impairment charge is recorded. Based on our testing
methodology, allocated goodwill of $32.8 million was impaired and we recorded a
provision for impairment in the fourth quarter 2008. These impairments were
primarily driven by the increases in capitalization rates in the fourth quarter
2008 due to the continued downturn in the real estate market. No other
impairments of goodwill were recorded in 2008, 2007 or 2006.
General
Due to the tight credit markets, the recent and continuing decline in our market
capitalization and in the fair value of our debt securities, the uncertain
economic environment, as well as other uncertainties, we can provide no
assurance that material impairment charges with respect to operating properties,
Unconsolidated Real Estate Affiliates, construction in progress, property held
for development and sale or goodwill will not occur in future periods. Our tests
for impairment at December 31, 2008 was based on the most current information,
and if the conditions mentioned above deteriorate, or if our plans regarding our
assets change, it could result in additional impairment charges in the future.
Furthermore, certain of our properties had fair values less than their carrying
amounts. However, based on our plans with respect to those properties, we
believe that the carrying amounts are recoverable and therefore, under
applicable GAAP guidance, no impairments were taken. Accordingly, we will
continue to monitor circumstances and events in future periods to determine
whether additional impairments are warranted.
ACQUISITIONS OF OPERATING PROPERTIES
Acquisitions of properties are accounted for utilizing the purchase method and,
accordingly, the results of operations of acquired properties are included in
our results of operations from the respective dates of acquisition. Estimates of
future cash flows and other valuation techniques are used to allocate the
purchase price of acquired property between land, buildings and improvements,
equipment, debt liabilities assumed and identifiable intangible assets and
liabilities such as amounts related to in-place at-market tenant leases,
acquired above and below-market tenant and ground leases and tenant
relationships. Due to existing contacts and relationships with tenants at our
currently owned properties and at properties currently managed for others, no
significant value has been ascribed to the tenant relationships at the acquired
properties. Initial valuations are subject to change until such information is
finalized no later than 12 months from the acquisition date.
We adopted SFAS No. 141 (R) Business Combinations ("SFAS 141 (R)") (Note 12) as
of January 1, 2009. SFAS 141 (R) will change how business acquisitions are
accounted for and will impact the financial statements both on the acquisition
date and in subsequent periods. However, given current economic conditions and
our liquidity situation, we currently do not expect to make significant
acquisitions for the foreseeable future.
INVESTMENTS IN UNCONSOLIDATED REAL ESTATE AFFILIATES
We account for investments in joint ventures where we own a non-controlling
joint interest using the equity method. Under the equity method, the cost of our
investment is adjusted for our share of the equity in earnings of such
Unconsolidated Real Estate Affiliates from the date of acquisition and reduced
by distributions received. Generally, the operating agreements with respect to
our Unconsolidated Real Estate Affiliates provide that assets, liabilities and
T-17
funding obligations are shared in accordance with our ownership percentages.
Therefore, we generally also share in the profit and losses, cash flows and
other matters relating to our Unconsolidated Real Estate Affiliates in
accordance with our respective ownership percentages. Differences between the
carrying value of our investment in Unconsolidated Real Estate Affiliates and
our share of the underlying equity of such Unconsolidated Real Estate Affiliates
are amortized over lives ranging from five to forty years.
When cumulative distributions, which are primarily from financing proceeds,
exceed our investment in the joint venture, the investment is reported as a
liability in our Consolidated Balance Sheets.
For those joint ventures where we own less than approximately 5% interest and
have virtually no influence on the joint venture's operating and financial
policies, we account for our investments using the cost method.
CASH AND CASH EQUIVALENTS
Highly-liquid investments with maturities at dates of purchase of three months
or less are classified as cash equivalents.
RECEIVABLE FROM GENERAL GROWTH PROPERTIES, INC.
The amounts receivable from General Growth Properties, Inc. are primarily
non-interest bearing, unsecured, payable on demand, and have been reflected as a
component of Partners' Capital.
LEASES
Leases which transfer substantially all the risks and benefits of ownership to
tenants are considered finance leases and the present values of the minimum
lease payments and the estimated residual values of the leased properties, if
any, are accounted for as receivables. Leases which transfer substantially all
the risks and benefits of ownership to us are considered capital leases and the
present values of the minimum lease payments are accounted for as assets and
liabilities.
DEFERRED EXPENSES
Deferred expenses consist principally of financing fees, leasing costs and
commissions. Deferred financing fees are amortized to interest expense using the
effective interest method (or other methods which approximate the interest
method) over the terms of the respective agreements. Deferred leasing costs and
commissions are amortized using the straight-line method over periods that
approximate the related lease terms. Deferred expenses in our Consolidated
Balance Sheets are shown at cost, net of accumulated amortization of $57.8
million as of December 31, 2008 and $33.7 million as of December 31, 2007.
MINORITY INTERESTS
We adopted SFAS No. 160 (Note 12) on January 1, 2009. SFAS 160 will change the
accounting and reporting for all or some minority interests, which will be
re-characterized as non-controlling interests and classified as a component of
equity.
REVENUE RECOGNITION AND RELATED MATTERS
Minimum rent revenues are recognized on a straight-line basis over the terms of
the related leases. Minimum rent revenues also include amounts collected from
tenants to allow the termination of their leases prior to their scheduled
termination dates and accretion related to above and below-market tenant leases
on acquired properties. Termination income recognized for the years ended
December 31, 2008, 2007, and 2006 was approximately $10.6, $10.9 million, and
$13.3 million, respectively. Net accretion related to above- and below-market
tenant leases for the years ended December 31, 2008, 2007, and 2006 was
approximately $6.7, $7.9 million, and $12.7 million, respectively.
Straight-line rent receivable, which represent the current net cumulative rents
recognized prior to when billed and collectible as provided by the terms of the
leases, of approximately $88.3 million as of December 31, 2008 and $75.4 million
as of December 31, 2007 are included in Accounts and notes receivable, net in
our consolidated financial statements.
T-18
Percentage rent in lieu of fixed minimum rent received from tenants was
approximately $12.2 million for each of the three years ended December 31, 2008,
2007 and 2006, respectively, and is included in Minimum rents in our
consolidated financial statements.
We provide an allowance for doubtful accounts against the portion of accounts
receivable, including straight-line rents, which is estimated to be
uncollectible. Such allowances are reviewed periodically based upon our recovery
experience. We also evaluate the probability of collecting future rent which is
recognized currently under a straight-line methodology. This analysis considers
the long-term nature of our leases, as a certain portion of the straight-line
rent currently recognizable will not be billed to the tenant until many years
into the future. Our experience relative to unbilled deferred rent receivable is
that a certain portion of the amounts recorded as straight-line rental revenue
are never collected from (or billed to) tenants due to early lease terminations.
For that portion of the otherwise recognizable deferred rent that is not deemed
to be probable of collection, no revenue is recognized. Accounts and notes
receivable in our Consolidated Balance Sheets are shown net of an allowance for
doubtful accounts of $37.9 million as of December 31, 2008 and $52.3 million as
of December 31, 2007.
Overage rents are recognized on an accrual basis once tenant sales exceed
contractual tenant lease thresholds. Recoveries from tenants are established in
the leases or computed based upon a formula related to real estate taxes,
insurance and other shopping center operating expenses and are generally
recognized as revenues in the period the related costs are incurred.
Revenues from land sales are recognized using the full accrual method provided
that various criteria relating to the terms of the transactions and our
subsequent involvement with the land sold are met. Revenues relating to
transactions that do not meet the established criteria are deferred and
recognized when the criteria are met or using the installment or cost recovery
methods, as appropriate in the circumstances. For land sale transactions in
which we are required to perform additional services and incur significant costs
after title has passed, revenues and cost of sales are recognized on a
percentage of completion basis.
Cost ratios for land sales are determined as a specified percentage of land
sales revenues recognized for each community development project. The cost
ratios used are based on actual costs incurred and estimates of future
development costs and sales revenues to completion of each project. The ratios
are reviewed regularly and revised for changes in sales and cost estimates or
development plans. Significant changes in these estimates or development plans,
whether due to changes in market conditions or other factors, could result in
changes to the cost ratio used for a specific project. The specific
identification method is used to determine cost of sales for certain parcels of
land, including acquired parcels we do not intend to develop or for which
development is complete at the date of acquisition.
INCOME TAXES (NOTE 7)
Deferred income taxes are accounted for using the asset and liability method.
Deferred tax assets and liabilities are recognized for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. An increase or decrease in the
deferred tax liability that results from a change in circumstances, and which
causes a change in our judgment about expected future tax consequences of
events, is included in the current tax provision. Deferred income taxes also
reflect the impact of operating loss and tax credit carryforwards. A valuation
allowance is provided if we believe it is more likely than not that all or some
portion of the deferred tax asset will not be realized. An increase or decrease
in the valuation allowance that results from a change in circumstances, and
which causes a change in our judgment about the realizability of the related
deferred tax asset, is included in the current tax provision. At December 31,
2008, we considered our bankruptcy risks and liquidity risks described above in
assessing the recoverability of our deferred tax assets.
On January 1, 2007, we adopted Financial Accounting Standards Board
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").
FIN 48 prescribes a recognition threshold that a tax position is required to
meet before recognition in the financial statements and provides guidance on
derecognition, measurement, classification, interest and penalties, accounting
in interim periods, disclosure and transition issues. Prior to adoption of FIN
48, we did not treat either interest or penalties related to tax uncertainties
as part of income tax expense. With the adoption of FIN 48, we have chosen to
change this accounting policy. As a result, we recognize and report interest and
penalties, if necessary, within our provision for income tax expense from
January 1, 2007 forward.
T-19
In many of our Master Planned Communities, gains with respect to sales of land
for commercial use, condominiums or apartments are reported for tax purposes on
the percentage of completion method. Under the percentage of completion method,
gain is recognized for tax purposes as costs are incurred in satisfaction of
contractual obligations. In contrast, gains with respect to sales of land for
single family residential residences are reported for tax purposes under the
completed contract method. Under the completed contract method, gain is
recognized for tax purposes when 95% of the costs of our contractual obligations
are incurred.
CAPITALIZATION OF DEVELOPMENT AND LEASING COSTS
We capitalize the costs of development and leasing activities of our properties.
These costs are incurred both at the property location and at the regional and
corporate office levels. The amount of capitalization depends, in part, on the
identification and justifiable allocation of certain activities to specific
projects and leases. Differences in methodologies of cost identification and
documentation, as well as differing assumptions as to the time incurred on
projects, can yield significant differences in the amounts capitalized and, as a
result, the amount of depreciation recognized.
FAIR VALUE MEASUREMENTS
We adopted SFAS 157 (Note 12) as of January 1, 2008 for our financial assets and
liabilities and such adoption did not change our valuation methods for such
assets and liabilities. We have determined that additional disclosures under
SFAS 157 are not required as of December 31, 2008 as these assets and
liabilities are not material to the overall financial position of the Company
individually or in the aggregate.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of our financial instruments approximate their carrying value in
our financial statements except for debt. We estimated the fair value of our
debt based on quoted market prices for publicly-traded debt and on the
discounted estimated future cash payments to be made for other debt. The
discount rates used approximate current lending rates for loans or groups of
loans with similar maturities and credit quality, assume the debt is outstanding
through maturity and consider the debt's collateral (if applicable). We have
utilized market information as available or present value techniques to estimate
the amounts required to be disclosed. Since such amounts are estimates are based
on limited available market information for similar transactions, there can be
no assurance that the disclosed value of any financial instrument could be
realized by immediate settlement of the instrument.
The carrying amount and estimated fair value of our debt are summarized as
follows (in thousands):
2008 2007
-------------------------- --------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
(IN THOUSANDS) AMOUNT FAIR VALUE AMOUNT FAIR VALUE
----------- ----------- ----------- -----------
Fixed-rate debt $ 8,269,144 $ 7,466,166 $ 9,358,290 $ 9,334,335
Variable-rate debt 1,428,704 1,395,797 97,437 97,470
----------- ----------- ----------- -----------
$ 9,697,848 $ 8,861,963 $ 9,455,727 $ 9,431,805
=========== =========== =========== ===========
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. For example, significant
estimates and assumptions have been made with respect to fair value of assets
for measuring impairment of operating properties, development properties, joint
ventures and goodwill, useful lives of assets, capitalization of development and
leasing costs, provision for income taxes, recoverable amounts of receivables
and deferred taxes, initial valuations and related amortization periods of
deferred costs and intangibles, particularly with respect to acquisitions, and
cost ratios and completion percentages used for land sales. Actual results could
differ from these and other estimates.
T-20
RECLASSIFICATIONS
Certain amounts in the 2007 and 2006 Consolidated Financial Statements have been
reclassified to present provisions for impairments in conformity with the
current year presentation.
NOTE 3 ACQUISITIONS AND INTANGIBLES
The following table summarizes our intangible assets and liabilities (in
thousands):
Accumulated
Gross Asset (Amortization)/ Net Carrying
(Liability) Accretion Amount
----------- --------------- ------------
DECEMBER 31, 2008
Tenant leases:
In-place value $ 490,454 $ (319,610) $ 170,844
Above-market 77,877 (56,342) 21,535
Below-market (124,718) 84,913 (39,805)
Ground leases:
Above-market (16,968) 1,951 (15,017)
Below-market 270,074 (23,888) 246,186
Real estate tax stabilization agreement 91,879 (16,349) 75,530
DECEMBER 31, 2007
Tenant leases:
In-place value $ 529,964 $ (304,777) $ 225,187
Above-market 103,478 (67,849) 35,629
Below-market (160,302) 100,421 (59,881)
Ground leases:
Above-market (16,968) 1,479 (15,489)
Below-market 291,907 (19,468) 272,439
Real estate tax stabilization agreement 91,879 (12,425) 79,454
The gross asset balances of the in-place value of tenant leases are included in
Buildings and equipment in our Consolidated Balance Sheets. The above-market and
below-market tenant and ground leases, as well as the real estate tax
stabilization agreement intangible asset, are included in Prepaid expenses and
other assets and Accounts payable and accrued expenses as detailed in Note 10.
Amortization/accretion of these intangible assets and liabilities and similar
assets and liabilities from our unconsolidated real estate affiliates, at our
share, decreased income (excluding the impact of provision for income taxes) by
$66.8 million in 2008, $73.6 million in 2007, and $145.5 million in 2006.
Future amortization, including our share of such amounts from unconsolidated
real estate affiliates, is estimated to decrease income (excluding the impact of
provision for income taxes) by approximately $56.6 million in 2009, $47.5
million in 2010, $35.9 million in 2011, $28.0 million in 2012 and $21.2 million
in 2013.
NOTE 4 DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS
IN OPERATING PROPERTIES
We sell interests in retail centers that are not consistent with our long-term
business strategies or not meeting our investment criteria and office and other
properties that are not located in our master-planned communities or not part of
urban mixed-use properties. We may also dispose of properties for other reasons.
On April 4, 2008, we sold one office building totaling approximately 16,600
square feet located in Las Vegas for a total sales price of approximately $3.3
million, resulting in total gain of $2.5 million.
T-21
On April 23, 2008, we sold two office buildings totaling approximately 390,000
square feet located in Maryland for a sales price of approximately $94.7 million
(including debt assumed of approximately $84 million), resulting in total gains
of $34.5 million.
On August 21, 2008, we sold an office park consisting of three office buildings
totaling approximately 73,500 square feet located in Maryland for a total sales
price of approximately $4.7 million, resulting in total gains of $1.0 million.
On September 29, 2008, we sold an office park consisting of five office
buildings totaling approximately 306,400 square feet located in Maryland for a
total sales price of approximately $42.3 million, resulting in total gains of
$17.0 million.
All of the 2008 dispositions are included in Discontinued operations in our
consolidated financial statements. For Federal income tax purposes, the two
office buildings and one of the office parks located in Maryland were used as
relinquished property in a like-kind exchange involving the acquisition of The
Shoppes at The Palazzo.
We evaluated the operations of these properties pursuant to the requirements of
SFAS No. 144 and concluded that the operations of these office buildings that
were sold did not materially impact the prior period results and therefore have
not reported any prior operations of these properties as discontinued operations
in the accompanying consolidated financial statements.
Effective January 1, 2007, RPMI (Note 1) was merged into GGMI, a taxable REIT
subsidiary (a "TRS") of GGPLP. The operations of RPMI consist mainly of managing
unconsolidated real estate affiliates. The fees charged to Unconsolidated
Properties of approximately $15.0 million in 2006 are included in discontinued
operations.
Effective October 27, 2006, we distributed our ownership interest in Augusta
Mall, LLC to GGP.
The operating results of RPMI and the properties included in discontinued
operations are summarized as follows (in thousands):
Year ended December 31,
2006
-----------------------
Revenues $ 21,571
Operating expenses, exclusive of depreciation,
amortization and impairments (16,023)
Interest expense, net (9,556)
Depreciation and amortization (1,522)
Gains (losses) on dispositions of operating
properties, net (1,003)
Income tax benefit, primarily deferred 5,014
Income allocated to minority interests 14
Equity in income of unconsolidated affiliates 281
-----------------------
Discontinued operations $ (1,224)
=======================
NOTE 5 UNCONSOLIDATED REAL ESTATE AFFILIATES
The Unconsolidated Real Estate Affiliates include our non-controlling
investments in real estate joint ventures. Generally, we share in the profits
and losses, cash flows and other matters relating to our investments in
Unconsolidated Real Estate Affiliates in accordance with our respective
ownership percentages. We manage most of the properties owned by these joint
ventures. We account for these joint ventures using the equity method because we
have joint interest and control of these ventures with our venture partners and
they have substantive participating rights in such ventures.
At December 31, 2008, these ventures were primarily partnerships and
corporations which own retail centers (most of which we manage) and a venture
developing the master planned community known as The Woodlands, near
T-22
Houston, Texas. We own a 52.5% economic interest in certain entities (which we
refer to as the "Woodlands Entities") that own The Woodlands. Other assets owned
by the Woodlands Entities included approximately 2,900 acres of land, a resort
conference center, a golf course complex, interests in office buildings and
other assets.
The private REIT that was contributed to TRCLP in the Private REIT/TRS
Restructuring (Note 1) owns a 9.3% interest in General Growth Properties Limited
Partnership Limited Liability Company ("GGPLP, LLC") and some smaller interests
in five other properties still controlled by GGPLP. In accordance with the
guidance established for mergers involving affiliates under common control, the
financial statements of TRCLP have been restated to include the equity ownership
interest of the private REIT for all periods presented similar to a pooling of
interests. As a result of the restatement, equity in income of unconsolidated
affiliates was increased by $11.4 million for the year ended December 31, 2006.
As a result of the ongoing operations of the ventures, cumulative distributions,
primarily from financing proceeds, from certain of these ventures exceed our
investments in them. This balance aggregated $25.0 million and $25.6 million at
December 31, 2008 and 2007, respectively and is included as a liability in our
Consolidated Balance Sheets.
Generally, we anticipate that the 2009 operations of our joint venture
properties will support the operational cash needs of the properties, including
debt service payments. However, based on the liquidity concerns (Note 1) of the
GGP and TRCLP, there can be no assurance that we will have the ability to fully
fund the capital requirements of all of our joint ventures if the needs arise.
The significant accounting policies used by the Unconsolidated Real Estate
Affiliates are the same as ours.
T-23
CONDENSED COMBINED FINANCIAL INFORMATION OF UNCONSOLIDATED REAL ESTATE
AFFILIATES
Following is summarized financial information for our Unconsolidated Real Estate
Affiliates as of December 31, 2008 and 2007 and for the years ended December 31,
2008, 2007, and 2006. Certain 2006 amounts have been reclassified to conform to
the 2007 presentation (in thousands).
DECEMBER 31, DECEMBER 31,
2008 2007
(IN THOUSANDS) ------------ ------------
CONDENSED COMBINED BALANCE SHEETS - UNCONSOLIDATED REAL ESTATE AFFILIATES
Assets:
Land $ 1,681,598 $ 1,678,477
Buildings and equipment 10,348,181 9,807,090
Less accumulated depreciation (2,404,562) (2,120,466)
Developments in progress 656,378 612,380
------------ ------------
Net property and equipment 10,281,595 9,977,481
Investment land and land held for sale and development 282,636 287,962
------------ ------------
Net investment in real estate 10,564,231 10,265,443
Cash and cash equivalents 104,417 119,405
Accounts and notes receivable, net 4,130,507 201,854
Deferred expenses, net 143,569 118,368
Prepaid expenses and other assets 156,656 3,872,972
------------ ------------
Total assets $ 15,099,380 $ 14,578,042
============ ============
Liabilities and Owners' Equity:
Mortgages, notes and loans payable $ 9,927,777 $ 9,874,172
Accounts payable and accrued expenses 514,307 495,965
Minority interest 80,994 79,312
Owners' equity 4,576,302 4,128,593
------------ ------------
Total liabilities and owners' equity $ 15,099,380 $ 14,578,042
============ ============
INVESTMENT IN AND LOANS TO/FROM UNCONSOLIDATED REAL ESTATE AFFILIATES, NET
Owners' equity $ 4,576,302 $ 4,128,593
Less joint venture partners' equity (3,846,169) (3,497,965)
Capital or basis differences and loans 715,147 721,374
------------ ------------
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net $ 1,445,280 $ 1,352,002
============ ============
RECONCILIATION - INVESTMENT IN AND LOANS TO/FROM UNCONSOLIDATED REAL ESTATE AFFILIATES
Asset - Investment in and loans to/from
Unconsolidated Real Estate Affiliates $ 1,470,328 $ 1,377,634
Liability - Investment in and loans to/from
Unconsolidated Real Estate Affiliates (25,048) (25,632)
------------ ------------
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net $ 1,445,280 $ 1,352,002
============ ============
T-24
YEARS ENDED DECEMBER 31,
------------------------------------------
(IN THOUSANDS) 2008 2007 2006
---------- ----------- -----------
CONDENSED COMBINED STATEMENTS OF INCOME - UNCONSOLIDATED
REAL ESTATE AFFILIATES
Revenues:
Minimum rents $ 1,051,879 $ 1,047,518 $ 1,006,967
Tenant recoveries 451,238 451,464 428,974
Overage rents 33,428 44,382 44,029
Land sales 137,504 161,938 162,790
Other 123,248 149,750 162,203
---------- ----------- -----------
Total revenues 1,797,297 1,855,052 1,804,963
---------- ----------- -----------
Expenses:
Real estate taxes 135,442 131,984 128,738
Repairs and maintenance 114,319 111,912 109,121
Marketing 24,375 32,516 31,433
Other property operating costs 285,384 314,203 332,127
Land sales operations 81,833 91,539 103,519
Provision for doubtful accounts 9,181 5,792 4,045
Property management and other costs 11,444 11,509 10,811
Depreciation and amortization 336,486 319,958 320,099
---------- ----------- -----------
Total expenses 998,464 1,019,413 1,039,893
---------- ----------- -----------
Operating income 798,833 835,639 765,070
Interest income 5,172 7,980 6,732
Interest expense (506,059) (531,040) (511,909)
Provision for income taxes (2,535) (6,011) (408)
Income allocated to minority interest (3,432) (5,480) (8,204)
---------- ----------- -----------
Income from continuing operations 291,979 301,088 251,281
---------- ----------- -----------
Discontinued operations, including gain on dispositions - 106,016 18,115
---------- ----------- -----------
Net income $ 291,979 $ 407,104 $ 269,396
========== =========== ===========
EQUITY IN INCOME OF UNCONSOLIDATED REAL ESTATE AFFILIATES
Net income of Unconsolidated Real Estate Affiliates $ 291,979 $ 407,104 $ 269,396
Joint venture partners' share of income of
Unconsolidated Real Estate Affiliates (215,251) (276,402) (200,947)
Amortization of capital or basis differences (17,110) (23,528) (19,684)
---------- ----------- -----------
Equity in income of Unconsolidated Real Estate Affiliates $ 59,618 $ 107,174 $ 48,765
========== =========== ===========
T-25
NOTE 6 MORTGAGES, NOTES AND LOANS PAYABLE
Mortgages, notes and loans payable are summarized as follows (in thousands):
December 31,
-------------------------
2008 2007
----------- -----------
Fixed-rate debt:
Collateralized mortgages, notes and loans payable $ 6,025,689 $ 6,822,802
Corporate and other unsecured term loans 2,243,455 2,535,488
----------- -----------
Total fixed-rate debt 8,269,144 9,358,290
----------- -----------
Variable-rate debt:
Collateralized mortgages, notes and loans payable 1,428,704 97,437
----------- -----------
Total variable-rate debt 1,428,704 97,437
----------- -----------
Total mortgages, notes and loans payable $ 9,697,848 $ 9,455,727
=========== ===========
See Note 11 for the maturities of our long term commitments.
The weighted-average interest rate (including the effects of any swaps and
excluding the effects of deferred finance costs) on our mortgages, notes and
loans payable was 5.8% at December 31, 2008 and 5.6% at December 31, 2007. Our
mortgages, notes and loans payable have various maturities through 2033. The
weighted-average remaining term of our mortgages, notes and loans payable was
2.6 years as of December 31, 2008.
As of December 31, 2008, approximately $12.0 billion of land, buildings and
equipment and investment land and land held for development and sale (before
accumulated depreciation) have been pledged as collateral for our mortgages,
notes and loans payable. Certain properties are subject to financial performance
covenants, primarily debt service coverage ratios.
The agreements relating to various loans impose limitations on us. The most
restrictive of these limit the levels and types of debt we and our affiliates
may incur and require us and our affiliates to maintain specified minimum levels
of debt service coverage and net worth. The agreements also impose restrictions
on sale, lease and certain other transactions, subject to various exclusions and
limitations.
As discussed in the liquidity section of Note 1, we have recently been unable to
repay or refinance certain debt as it has come due, which may impact our
compliance on certain of these loan covenants, and we have entered into
forbearance and waiver agreements (described below) with certain of our lenders.
On December 16, 2008, GGP and certain of its subsidiaries, including Fashion
Show Mall LLC, entered into forbearance and waiver agreements with the lenders
related to the loan agreements dated as of November 28, 2008, as amended, for
the $650 million mortgage loan secured by the Fashion Show shopping center and
for the $250 million mortgage loan secured by GGP's The Shoppes at The Palazzo
shopping center, both located in Las Vegas, Nevada. The mortgage lenders agreed
to waive non-payment of the mortgage loans until February 12, 2009. The
forbearance agreement expired on February 12, 2009 and as of February 26, 2009
we are in default with respect to these loans, but the lenders have not
commenced foreclosure proceeds with respect to these properties.
MULTI PROPERTY MORTGAGE LOANS
In December 2008, certain TRCLP subsidiaries and certain GGP subsidiaries closed
on eight separate loans ("Multi Property Mortgage Loans") totaling $896.0
million collateralized by eight properties. Four of the properties are TRCLP
properties and the related loans total $259.0 million. The maturity dates of
these non-recourse mortgage loans range from five to seven years, with an option
by the lender to extend the loans for an additional three years. These
fixed-rate mortgage loans bear interest at 7.5% and are amortized over a 30 year
period with a balloon payment at maturity. The proceeds from the mortgage loans
were used to retire a $58.0 million note issued by TRCLP maturing in December
2008, as well as to refinance approximately $838 million of mortgage
indebtedness of GGP and its subsidiaries scheduled to mature in 2009 ($248
million of indebtedness at TRCLP).
T-26
SHORT-TERM SECURED LOAN
In October and November 2008, TRCLP and GGP closed on a Short-term Secured Loan
of $225.0 million collateralized by 27 properties; 24 of which are TRCLP
properties (approximately $111 million). This non-recourse secured loan matured
on February 1, 2009. This variable-rate secured loan requires interest only
payments until maturity. The proceeds from the secured loan were used to
refinance approximately $50 million of mortgage indebtedness maturing in 2008
and 2009 and for other general purposes. This loan is unpaid and in default as
of February 26, 2009.
SECURED PORTFOLIO FACILITY
In July 2008, certain TRCLP subsidiaries and certain GGP subsidiaries entered
into a loan agreement which provided for a secured term loan of up to $1.75
billion (Secured Portfolio Facility). The option for additional advances expired
on December 31, 2008. As of December 31, 2008, GGP and we have received total
and final advances of $1.51 billion under such facility that are collateralized
by first mortgages on 24 properties, four of which are TRCLP properties
(approximately $570 million). The Secured Portfolio Facility has an initial term
of three years with two one-year extension options, which are subject to certain
conditions. The interest rate payable on advances under the Secured Portfolio
Facility will be, at our option, (i) 1.25% plus the higher of (A) the federal
funds rate plus 0.5% or (B) the prime rate, or (ii) LIBOR plus 2.25%. The
Secured Portfolio Facility requires that the interest rate payable on a portion
of the advances under the facility be hedged. As a result of these hedging
requirements, GGP we entered into interest rate swap transactions totaling
approximately $1.08 billion, which results in a weighted average fixed rate of
5.67% for the first two years of the initial term (without giving effect to the
amortization of the fees and costs associated with the Secured Portfolio
Facility). Subject to certain conditions, interest under the Secured Portfolio
Facility is payable monthly in arrears and no principal payments are due until,
in certain circumstances the initial maturity date of July 11, 2011. GGP and
certain of its subsidiaries have agreed to provide a repayment guarantee of
approximately $875 million at December 31, 2008. During the term of the Secured
Portfolio Facility, we are subject to customary affirmative and negative
covenants and events of default. The proceeds from advances under the Secured
Portfolio Facility have been used to repay debt maturing in 2008 and for other
general purposes.
On December 18, 2008, GGP and certain of its subsidiaries, and the
administrative agent on behalf of the lenders' parties entered into a
forbearance and waiver agreement related to the Secured Portfolio Facility. On
January 30, 2009, the forbearance and waiver agreement was amended and restated
extending the agreement period to March 15, 2009. Pursuant and subject to the
terms of the forbearance agreement, the lenders agreed to waive certain
identified events of default under the loan agreement and forbear from
exercising certain of the lenders' default related rights and remedies with
respect to such identified defaults until March 15, 2009. GGP and its
subsidiaries party to the forbearance and waiver agreement did not acknowledge
the existence or validity of the identified events of default. The expiration of
the forbearance agreements related to the mortgage loans secured by TRCLP's
Fashion Show and GGP's The Shoppes at the Palazzo shopping centers on February
12, 2009 permits the lenders to terminate the forbearance agreement related to
the Secured Portfolio Facility. However, as of February 26, 2009, we have not
received notice of such termination as required by the terms of the forbearance
agreement.
LETTERS OF CREDIT AND SURETY BONDS
We had outstanding letters of credit and surety bonds of approximately $119
million as of December 31, 2008. These letters of credit and bonds were issued
primarily in connection with insurance requirements, special real estate
assessments and construction obligations.
NOTE 7 INCOME TAXES
TRCLP is a limited partnership, which is an entity disregarded for federal
income tax purposes and we are not liable for federal income taxes.
However, as a subsidiary of GGP (which operates as a Real Estate Investment
Trust ("REIT")), we own and operate several TRS entities that are taxable
corporations that are used by REITs generally to engage in nonqualifying REIT
activities or perform nonqualifying services, and therefore we are liable for
federal and state income taxes with respect to such TRS entities. Such TRS
entities principally engage in the development and sale of land for residential,
commercial and other uses, primarily in and around Columbia, Maryland;
Summerlin, Nevada and
T-27
Houston, Texas. The TRS entities also operate and/or own certain retail centers
and office and other properties. Except with respect to the TRS entities,
management does not believe that we will be liable for significant income taxes
at the federal level or in most of the states in which we operate in 2009 and
future years. Current federal income taxes of the TRS entities are likely to
increase significantly in future years as we exhaust the net loss carryforwards
of certain TRS entities and complete certain land development projects. These
increases could be significant.
Effective March 31, 2007, through a series of transactions, a private REIT owned
by GGPLP was contributed to TRCLP and one of our TRS entities became a qualified
REIT subsidiary of that private REIT. This transaction resulted in approximately
a $328.4 million decrease in our net deferred tax liabilities, an approximate
$7.4 million increase in our current taxes payable and an approximate $321.0
million income tax benefit related to the properties now owned by that private
REIT.
The provision for (benefit from) income taxes for the years ended December 31,
2008, 2007, and 2006 are summarized as follows (in thousands):
2008 2007 2006
------------------------------ ---------------------------------- ------------------------------
Current Deferred Total Current Deferred Total Current Deferred Total
-------- -------- -------- -------- ---------- --------- -------- -------- --------
Continuing operations:
Operating income $ 13,126 $ 4,4 29 $ 17,555 $ 68,104 $ (375,285) $(307,181) $ 29,483 $ 58,485 $ 87,968
Disc ontinued
operations:
Operating income -- -- -- -- -- -- 2 (5,016) (5,014)
-------- -------- -------- -------- ---------- --------- -------- -------- --------
$ 13,126 $ 4,4 29 $ 17,555 $ 68,104 $ (375,285) $(307,181) $ 29,485 $ 53,469 $ 82,954
-------- -------- -------- -------- ---------- --------- -------- -------- --------
Income tax expense attributable to continuing operations is reconciled to the
amount computed by applying the federal corporate tax rate as follows (in
thousands):
2008 2007 2006
--------- ---------- --------
Tax at statutory rate on income from continuing operations
before income taxes $ 13,661 $ 30,812 $ 86,715
Increase in valuations allowance, net 1,469 160 --
State income taxes, net of federal income tax benefit 1,954 1,224 3,069
Tax at statutory rate on REIT earnings (losses) not
subject to Federal income taxes 2,509 (22,449) 24,648
Tax benefit from changes in tax rates, prior period
adjustments, and other permanent differences (2,895) (4,014) (26,464)
Tax benefit from Private REIT/TRS Restructuring 359 (320,956) --
FIN 48 tax expense, excluding interest 510 3,185 --
FIN 48 interest, net of federal income tax benefit (12) 4,857 --
--------- ---------- --------
Provision for (benefit from) income taxes $ 17,555 $ (307,181) $ 87,968
========= ========== ========
Each TRS is a tax paying component for purposes of classifying deferred tax
assets and liabilities. Net deferred tax assets (liabilities) are summarized as
follows (in thousands):
2008 2007
---------- ----------
Total deferred tax assets $ 19,282 $ 13,013
Valuation allowance (2,530) (1,061)
---------- ----------
Net deferred tax asset 16,752 11,952
Total deferred tax liabilities (861,399) (854,000)
---------- ----------
Net deferred tax liabilities $ (844,647) $ (842,048)
========== ==========
T-28
Due to the uncertainty of the realization of certain tax carryforwards, we
established valuation allowances on those deferred tax assets that we do not
reasonably expect to realize.
The tax effects of temporary differences and loss carryforwards included in the
net deferred tax assets (liabilities) at December 31, 2008 and 2007 with respect
to the TRS's are summarized as follows (in thousands):
2008 2007
----------- ----------
Property , primarily differences in depreciation and amortization ,
the tax basis of land assets and treatment of interest and
certain other costs $ (834,369) $ (797,358)
Deferred income (187,402) (207,200)
Interest deduction carry forwards 142,073 142,103
Operating loss and tax credit carryforwards 35,051 20,407
---------- ----------
Total $ (844,647) $ (842,048)
========== ==========
Although we believe our tax returns are correct, the final determination of tax
audits and any related litigation could be different than that which was
reported on the returns. In the opinion of management, we have made adequate tax
provisions for years subject to examination. Generally, we are currently open to
audit under the statute of limitations by the Internal Revenue Service for the
years ending December 31, 2006 through 2008 and are open to audit by state
taxing authorities for years ending December 31, 2005 through 2008. In the
fourth quarter of 2008, we effectively settled with the TRS with respect to the
audits for the years 2001 through 2005. In February 2009, we were notified that
the IRS is opening up the 2007 year for examination for these same TRS's. We are
unable to determine when the examinations will be resolved.
On January 1, 2007, we adopted FIN 48 which prescribes a recognition threshold
that a tax position is required to meet before recognition in the financial
statements and provides guidance on derecognition, measurement, classification,
interest and penalties, accounting in interim periods, disclosure and transition
issues.
At January 1, 2007, we had total unrecognized tax benefits of approximately
$93.0 million, excluding accrued interest, of which approximately $27.1 million
would impact our effective tax rate. The future adoption of SFAS 141 (R) (as
defined and described in Note 12) may impact the amounts of total unrecognized
tax benefits that would impact our effective tax rate. These unrecognized tax
benefits increased our income tax liabilities by $35.6 million, increased
goodwill by $28.0 million and cumulatively reduced partners' capital by $7.6
million. As of January 1, 2007, we had accrued interest of approximately $8.5
million related to these unrecognized tax benefits and no penalties. Prior to
adoption of FIN 48, we did not treat either interest or penalties related to tax
uncertainties as part of income tax expense. With the adoption of FIN 48, we
have chosen to change this accounting policy. As a result, we will recognize and
report interest and penalties, if necessary, within our provision for income tax
expense from January 1, 2007 forward.
During the years ended December 31, 2008 and 2007, we recognized previously
unrecognized tax benefits, excluding accrued interest, of $5.9 million and $11.9
million respectively. We recognized potential interest expense (benefit) related
to the unrecognized tax benefits of $(0.1) million and $3.6 million for the
years ended December 31, 2008 and 2007, respectively. The recognition of the
previously unrecognized tax benefits resulted in the reduction of interest
expense accrued related to these amounts. At December 31, 2008, we had total
unrecognized tax benefits of approximately $78.3 million, excluding accrued
interest, of which $2.0 million would impact our effective tax rate.
(IN THOUSANDS) 2008 2007
--------- ---------
Unrecognized tax benefits, opening balance $ 91,270 $ 93,011
Gross increases - tax positions in prior period 576 1,823
Gross increases - tax positions in current period 5,288 10,029
Gross decreases - tax position in prior period (3,549) -
Lapse of statute of limitations (15,253) (13,594)
--------- ---------
Unrecognized tax benefits, ending balance $ 78,332 $ 91,269
========= =========
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Based on our assessment of the expected outcome of existing examinations or
examinations that may commence, or as a result of the expiration of the statute
of limitations for specific jurisdictions, it is reasonably possible that the
related unrecognized tax benefits, excluding accrued interest, for tax positions
taken regarding previously filed tax returns will materially change from those
recorded at December 31, 2008. A material change in unrecognized tax benefits
could have a material effect on our statements of operations and comprehensive
income. As of December 31, 2008 there is approximately $64.1 million of
unrecognized tax benefits, excluding accrued interest, which due to the reasons
above, could significantly increase or decrease during the next twelve months.
The amounts and expiration dates of operating loss and tax credit carryforwards
for tax purposes at the TRS's are as follows:
(IN THOUSANDS) Amount Expiration Dates
--------- ----------------
Net operating loss carryforwards - Federal $ 78,123 2009-2029
Net operating loss carryforwards - State 105,834 2009-2029
Capital loss carryforward 9,232 2009
Tax credit carryforwards - Federal AMT 847 n/a
Note 8 Rentals Under Operating Leases
We receive rental income from the leasing of retail and other space under
operating leases. The minimum future rentals to be received from tenants under
operating leases in effect at our consolidated properties included in continuing
operations at December 31, 2007 are summarized as follows (in thousands):
2009 $ 686,536
2010 631,342
2011 557,837
2012 465,956
2013 395,400
Subsequent 1,321,794
Minimum future rentals exclude amounts which are payable by certain tenants
based upon a percentage of their gross sales or as reimbursement of operating
expenses and amortization of above and below-market tenant leases.
We also receive rental income from the leasing of retail and other space under
finance leases. Rents under finance leases aggregated $8.3 million in 2008, $8.3
million in 2007, and $8.4 million in 2006.
Minimum rent payments to be received from tenants under finance leases in effect
at December 31, 2008 are summarized as follows (in thousands):
2009 $ 7,266
2010 7,062
2011 7,062
2012 7,062
2013 7,062
Subsequent 14,151
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NOTE 9 TRANSACTIONS WITH AFFILIATES
Effective January 1, 2007, RPMI (Note 1) was merged into GGMI, a taxable REIT
subsidiary (a "TRS") of GGPLP. The operations of RPMI consisted mainly of
managing unconsolidated real estate affiliates. Management fee revenues
primarily represent management and leasing fees, financing fees, and fees for
other ancillary services performed for the benefit of certain Unconsolidated
Real Estate Affiliates and for properties owned by third parties. The fees
charged to Unconsolidated Properties of approximately $15.0 million for year
2006, are included in discontinued operations (Note 4).
GGP directly performs functions such as payroll, benefits, and insurance for
TRCLP and related costs for such functions are either charged directly to or
allocated, as applicable, to TRCLP.
NOTE 10 OTHER ASSETS AND LIABILITIES
The following table summarizes the significant components of prepaid expenses
and other assets as of December 31, 2008 and December 31, 2007 (in thousands):
2008 2007
--------- ---------
Below-market ground leases $ 246,186 $ 272,439
Receivables - finance leases and bonds 97,168 78,853
Restricted cash, including security and escrow deposits 43,426 37,218
Real estate tax stabilization agreement 75,531 79,454
Special Improvement District receivable 51,314 58,200
Above-market tenant leases 21,535 35,629
Prepaid expenses 31,255 36,680
Deferred income tax 16,752 11,952
Other 23,422 12,220
--------- ---------
$ 606,589 $ 622,645
========= =========
The following table summarizes the significant components of accounts payable
and accrued expenses as of December 31, 2008 and December 31, 2007 (in
thousands):
2008 2007
--------- ---------
Accounts payable, deposits and accrued expenses $ 82,641 $ 90,115
Below-market tenant leases 39,805 59,881
Construction payable 89,940 72,516
Accrued interest 53,876 54,838
FIN 48 liability 90,334 103,380
Hughes participation payable 73,325 86,008
Accrued real estate taxes 24,622 23,859
Accrued payroll and other employee liabilities 6,050 6,206
Deferred gains/income 19,392 27,482
Tenant and other deposits 10,915 15,307
Insurance reserve 3,691 7,320
Above-market ground leases 15,017 15,489
FIN 47 liability 11,463 3,758
Capital lease obligations 13,764 14,315
Other 35,638 42,624
--------- ---------
$ 570,473 $ 623,098
========= =========
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NOTE 11 COMMITMENTS AND CONTINGENCIES
In the normal course of business, from time to time, we are involved in legal
proceedings relating to the ownership and operations of our properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a material adverse effect on our
consolidated financial position, results of operations or liquidity.
See Note 7 for our obligations related to FIN 48.
We periodically enter into contingent agreements for the acquisition of
properties. Each acquisition is subject to satisfactory completion of due
diligence and, in the case of property acquired under development, completion of
the project.
We lease land or buildings at certain properties from third parties. The leases
generally provide us with a right of first refusal in the event of a proposed
sale of the property by the landlord. Rental payments are expensed as incurred
and have, to the extent applicable, been straight-lined over the term of the
lease. Rental expense, including participation rent and excluding amortization
of above and below-market ground leases and straight-line rents, was $9.1
million in 2008, $9.3 million in 2007, and $7.5 million in 2006.
The following table summarizes the contractual maturities of our long-term
commitments . Both long-term debt and ground leases include the related purchase
accounting fair value adjustments:
Subsequent/
(In thousands) 2009 2010 2011 2012 2013 Other (1) Total
----------- ----------- ---------- ----------- ----------- ----------- ------------
Long-term debt-principal (2) $ 2,357,808 $ 2,211,358 $1,536,506 $ 1,414,653 $ 1,518,486 $ 659,037 $ 9,697,848
Ground lease payments 12,348 12,261 11,952 12,025 12,103 461,175 521,864
FIN 48 obligations, including
interest and penalties - - - - - 90,334 90,334
----------- ----------- ---------- ----------- ----------- ----------- ------------
$ 2,370,156 $ 2,223,619 $1,548,458 $ 1,426,678 $ 1,530,589 $ 1,210,546 $ 10,310,046
=========== =========== ========== =========== =========== =========== ============
(1) The remaining FIN 48 liability for which reas onable es timates about the
timing of payments cannot be made is dis clos ed within the
Subsequent/Other column.
(2) Excluded the effect of any principal accelerations due to the cros s
defaults or other revis ions to our debt agreements due to the conditions
CONTINGENT STOCK AGREEMENT
In connection with the acquisition of The Hughes Corporation ("Hughes") in 1996,
we entered into a Contingent Stock Agreement ("CSA") for the benefit of the
former Hughes owners or their successors ("beneficiaries"). This acquisition
included various assets, including Summerlin (the "CSA Assets"), a development
in our Master Planned Communities segment. Under terms of the CSA, additional
shares of common stock (or in certain circumstances, Increasing Rate Cumulative
Preferred stock) are issuable to the beneficiaries based on certain
indemnification obligations and on the appraised values of four defined groups
of acquired assets at specified termination dates to 2009 and/or cash flows
generated from the development and/or sale of those assets prior to the
termination dates ("earnout periods"). Shares of GGP common stock are used to
satisfy distribution requirements. The distributions of additional shares, based
on cash flows, are determined and payable semiannually as of June 30 and
December 31. At December 31, 2008 and 2007, 356,661 and 698,601, respectively,
of GGP shares of common stock were issued to the beneficiaries, representing
their share of cash flows for the years ended December 31, 2008 and 2007,
respectively. For February 2009, GGP was not obligated to issue any of its
common stock pursuant to this requirement as the net development and sales cash
flows were negative for the applicable period.
The CSA is, in substance, an arrangement under which we and the beneficiaries
will share in cash flows from development and/or sale of the defined assets
during their respective earnout periods, and GGP will issue additional shares of
common stock to the beneficiaries based on the value, if any, of the defined
asset groups at specified termination dates. We account for the beneficiaries'
shares of earnings from the assets subject to the agreement as an operating
expense.
Under the CSA, we are also required to make a final stock distribution to the
Beneficiaries in 2010, following a final valuation at the end of 2009. The
amount of this distribution will be based on the appraised values, as defined,
of the CSA assets at such time and the distribution will be accounted for as
additional investments in the related assets (that is, contingent
consideration).
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We expect that an appraisal, which would be based on the then current market or
liquidation value of the CSA assets, would yield a lower value than the current
estimated value of such assets which is based on management's financial models
which project cash flows over a sales period extending to 2031 and a discount
rate of 14%. Pursuant to the CSA and based on the current market price of our
common stock, the final distribution would result in the Beneficiaries holding
substantially all of GGP's common stock. Such issuance of GGP common stock would
result in a change in control of the Company which would cause a default or an
acceleration of the maturity date under certain of GGP and our debt obligations.
OAKWOOD CENTER AND RIVERWALK MARKETPLACE DAMAGES
Riverwalk Marketplace, located near the convention center in downtown New
Orleans, Louisiana and our Oakwood Center retail property, located in Gretna,
Louisiana, incurred hurricane and/or vandalism damage in September 2005. After
repairs, Riverwalk Marketplace reopened in November 2005. During 2007, we
reached a final settlement with our insurance carrier with respect to Riverwalk
Marketplace in the cumulative amount of $17.5 million, all of which was
reflected as recovery of minimum rents, operating costs and repairs and
provisions for doubtful accounts. After extensive repair and replacements,
Oakwood Center re-opened in October 2007. We have maintained multiple layers of
comprehensive insurance coverage for the property damage and business
interruption costs that were incurred and, therefore, recorded insurance
recovery receivables for both such coverages. During 2007, we reached final
settlements with all of the insurance carriers for our first two layers of
insurance coverage for Oakwood Center pursuant to which we received a cumulative
total of approximately $50 million. As of December 31, 2007, all of the
insurance recovery proceeds from the insurance carriers with respect to such
first two layers of coverage had been applied against the initial estimated
Oakwood Center property damage with the remainder recorded as recovery of
operating costs and repairs, minimum rents and provision for doubtful accounts.
All of the previously recorded insurance recovery receivables were collected as
of December 31, 2007. In 2008, we reached final settlements with the remaining
insurance carriers in the third and final layer of insurance coverage pursuant
to which we received an additional $38 million of insurance proceeds, of which
approximately $12 million was considered business interruption revenue or
recovery of previously incurred expenses and approximately $26 million was
considered recovery of property damage costs.
NOTE 12 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2008, the FASB issued FASB Staff Position No. 142-3, "Determining the
Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 was designed to
improve the consistency between the useful life of a recognized intangible asset
under SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), and the
period of expected cash flows used to measure the fair value of the asset under
SFAS No. 141 (revised 2007), "Business Combinations", and other guidance under
GAAP. FSP 142-3 is effective for us on January 1, 2009. Early adoption is
prohibited. While we are continuing to evaluate the impact of this new standard
on our consolidated financial statements, we currently do not believe such
impact will be significant.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"), which amends SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") by
requiring expanded disclosures about an entity's derivative instruments and
hedging activities, but does not change SFAS 133's scope or accounting. SFAS 161
is effective for us on January 1, 2009. While we are continuing to evaluate the
impact of this new standard on our consolidated financial statements, we
currently do not believe such impact will be significant.
In December 2007, the FASB issued SFAS No. 141 (R), "Business Combinations"
("SFAS 141 (R)"), and SFAS No. 160, "Noncontrolling Interests in Consolidated
Financial Statements" ("SFAS 160"). SFAS 141 (R) will change how business
acquisitions are accounted for and will impact the financial statements both on
the acquisition date and in subsequent periods. SFAS 160 will change the
accounting and reporting for certain minority interests, which will be
re-characterized as non-controlling interests and classified as a component of
equity. SFAS 141 (R) and SFAS 160 are effective for periods beginning on or
after December 15, 2008, except that the accounting for transactions entered
into prior to the effective date shall not be modified. Early adoption is not
permitted. Due to the expectation that few acquisitions will be made by the
Company in the foreseeable future, the impact of the adoption of SFAS
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141(R) is not expected to be significant. The adoption of SFAS 160 is expected
to result in the reclassification of minority interest to a component of equity,
specifically, non-controlling interest.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159") which provides
companies with an option to report selected financial assets and liabilities at
fair value. Management has elected not to apply the fair value option to its
existing financial assets and liabilities on its effective date, January 1,
2008.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS 157") which provides enhanced guidance for using fair value to measure
assets and liabilities. SFAS 157 also requires expanded disclosures about the
extent to which companies measure assets and liabilities at fair value, the
information used to measure fair value, and the effect of fair value
measurements on earnings. The standard applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value. The standard
does not expand the use of fair value in any new circumstances. SFAS 157 was
effective for our financial assets and liabilities on January 1, 2008 (Note 2).
SFAS 157 will apply to our non-financial assets and liabilities, including
assets measured at fair value due to impairments, on January 1, 2009. We do not
expect the application of SFAS 157 to have a material impact to our
non-financial assets and liabilities.
T-34