AT THE COMPANY ON THE WEB
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Robert O'Brien www.forestcity.net
Executive Vice President - Chief Financial Officer
216-621-6060
Tom Kmiecik
Assistant Treasurer
216-621-6060
Jeff Linton
Vice President - Corporate Communication
216-621-6060
FOR IMMEDIATE RELEASE
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Forest City Reports Fiscal 2008 Full-Year
and Fourth-Quarter Results
CLEVELAND - March 30, 2009 - Forest City Enterprises, Inc. (NYSE: FCEA and FCEB)
today announced EBDT, net earnings and revenues for the fourth quarter and full
year ended January 31, 2009.
EBDT
EBDT (Earnings Before Depreciation, Amortization and Deferred Taxes) for the
full year ended January 31, 2009, was $218.9 million, or $2.05 per share, a 17.0
percent decrease on a per-share basis compared with last year's $265.7 million,
or $2.47 per share. EBDT for the fourth quarter was $70.5 million, or $0.66 per
share, a 22.4 percent decrease on a per-share basis compared with last year's
fourth-quarter EBDT of $91.2 million, or $0.85 per share. For an explanation of
the variances, see the section titled "Review and Discussion of Results" in this
news release.
EBDT and EBDT per share are non-Generally Accepted Accounting Principle (GAAP)
measures. A reconciliation of net earnings (the most directly comparable GAAP
measure to EBDT) to EBDT is provided in the Financial Highlights table in this
news release.
Net Earnings/Loss
The net loss for the full year was $112.2 million, or $1.09 per share, compared
with net earnings of $52.4 million, or $0.51 per share, in 2007. The net loss
for the fourth quarter was $45.1 million, or $0.44 per share, compared with net
earnings of $12.6 million, or $0.12 per share, in the prior year. In addition to
the factors described in "Review and Discussion of Results," the net earnings
variance was impacted by lower gain on disposition of consolidated and
unconsolidated properties of $62.1 million (after tax) in 2008 compared with the
prior year.
1
Revenues
Revenues for the year ended January 31, 2009, were $1.29 billion, a 0.3 percent
increase compared with prior year revenues. Fourth-quarter consolidated revenues
were $323.0 million compared with $404.4 million last year. The revenue variance
in the fourth quarter of fiscal 2008 compared with the fourth quarter of the
prior year is primarily attributable to decreased land sales.
Liquidity
At January 31, 2009, the Company had more than $500 million in cash and credit
available, including $181.6 million in cash and $318.6 million of available
borrowings on the Company's revolving line of credit.
Review and Discussion of Results
Fourth-Quarter EBDT
In the fourth quarter, total EBDT for the Company was $70.5 million.
Pre-tax EBDT from the Company's Commercial and Residential segments decreased by
$4.0 million compared with the fourth quarter of 2007. The portfolio of rental
properties improved primarily from lower interest expense as a result of lower
interest rates, while net operating income (NOI) was relatively flat due to the
weakened economy in the fourth quarter. This improvement in the portfolio was
offset by a decrease of $11.0 million related to the change in the fair market
value of one of our 10-year forward swaps and a related interest rate floor.
Additionally, EBDT in the Company's Land segment decreased $21.9 million
(pre-tax), the company reported a larger share ($3.3 million pre-tax) of losses
for the Nets basketball team compared with the prior year, and corporate
activities were impacted by a severance charge of $8.7 million pre-tax. EBDT was
favorably impacted by a larger tax benefit ($17.5 million) in the quarter
compared with the fourth quarter of 2007.
Full-year EBDT
(An exhibit illustrating factors impacting the Company's full-year 2008 EBDT
results is available on the investor relations page of the Company's website,
www.forestcity.net.) For the year, total EBDT for the Company was $218.9
million.
Pre-tax EBDT in the Company's combined Commercial and Residential segments
decreased $7.6 million compared with the prior year. In these segments,
full-year pre-tax EBDT from the operating portfolio increased $50.4 million, as
both mature and new properties experienced EBDT growth from increased NOI and
decreased interest expense. This increase in the portfolio was favorably
impacted by increases of $18.3 million from Military Housing, $13.8 million of
lower interest expense on our mature portfolio, and $12.2 million from lease
termination fee income.
2
Unfavorable factors impacting full-year pre-tax EBDT for these segments included
decreases of $9.2 million related to the change in the fair market value of one
of our 10-year forward swaps and a related interest rate floor, a 2007 gain on
the sale of the Sterling Glen of Roslyn assisted-living development project of
$17.8 million which did not recur in 2008, and increased development project
write-offs of $30.9 million. EBDT in the company's Land segment decreased $35.1
million pre-tax compared to 2007 and was unfavorably impacted by the
third-quarter charge of $12.4 million pre-tax related to an uncollectable
obligation from Lehman Brothers, Inc.
Additionally, total EBDT was impacted by the previously mentioned fourth-quarter
pre-tax severance charge of $8.7 million, reporting a larger share ($20.1
million pre-tax) of losses for the Nets basketball team compared with the prior
year, and by a larger tax benefit of $16.3 million.
The increased loss from the Nets stems from the Company advancing capital to
fund the team's operating losses on behalf of both itself and certain
non-funding partners. While these advances receive preferential capital
treatment, Forest City reports losses, including significant non-cash losses
resulting from amortization, in excess of its 23 percent legal ownership. The
overall operating loss for the team is comparable to the prior year.
Commentary
Charles A. Ratner, Forest City president and chief executive officer, commented
on both the full-year and fourth-quarter results.
"As we have stated previously, our leadership is clearly focused on liquidity as
the highest priority for the Company, given current economic and financial
market conditions. We ended fiscal 2008 with more than $500 million in cash and
credit available. During the year, we addressed all of our approximately $842
million ($900 million at the Company's pro-rata share) of 2008 loan maturities,
with the exception of $13 million ($20 million at the Company's pro-rata share)
in loans still in negotiation with lenders. In addition, we have already made
progress on addressing 2009 maturities.
"Turning to our operating results, our portfolio of commercial and residential
rental properties continues to demonstrate that this base of high-quality assets
in good markets is a source of significant cash flow and long-term value for the
Company. For the full year, pre-tax EBDT from our portfolio grew by
approximately $50 million, despite the softening of overall results in the
fourth quarter.
"We are also pleased with the performance of new property openings and
acquisitions, which added approximately $9 million to pre-tax EBDT. We
anticipate that they will continue to contribute to our results as they reach
stabilization. In addition, our military housing business continues to be a
consistent contributor, even as early-phase development fees taper off in the
first few completed communities, and we move to an ongoing management and
ownership role.
3
"As anticipated, results deteriorated in the fourth quarter as fundamentals in
the general economy and financial markets impacted the entire real estate
industry and our performance as well. Overall comparable property net operating
income ended the year relatively flat, despite continued strength in our
portfolio of office buildings. Results from our retail properties and, to a
lesser degree, from our residential multifamily portfolio, softened as we
experienced decreased consumer spending and recession-related stresses in our
tenant base. As has been the case all year, our land business continues to be
very soft. These results for the fourth quarter foreshadow what we expect will
be continued challenging business conditions in 2009.
"Clearly, our results for the year, and for the fourth quarter in particular,
also included a number of atypical items. Some of these were the result of the
turbulence in the external economic and financial market environment, including
the third-quarter charge related to Lehman Brothers, increased lease-termination
income and losses on forward swaps and hedges.
"At the same time, a number of items arose from our strategic efforts to respond
to external conditions. For example, increased project write-offs, in large
measure, reflect our efforts to curtail development activity and slow our
pipeline in order to preserve liquidity. The severance charge we took in the
fourth quarter, and the additional charge we will take in the first quarter of
2009, are the result of workforce reductions that are one element of our efforts
to reduce overhead and drive costs out of the business."
NOI, Occupancies and Rent
In the fourth quarter, comparable property net operating income (NOI) decreased
2.3 percent compared with the prior year. Comparable property NOI for the
quarter increased in the office portfolio by 2.9 percent, while it decreased in
the retail and residential portfolios by 5.3 percent and 2.1 percent,
respectively. For the full year, overall comparable property NOI increased 0.4
percent, with increases of 1.2 percent in office, 0.3 in retail and 0.2 in
residential.
Comparable property NOI, defined as NOI from properties operated for the full
year in both 2008 and 2007, is a non-GAAP financial measure and is based on the
pro-rata consolidation method, also a non-GAAP financial measure. Included in
this release is a schedule that presents comparable property NOI on the full
consolidation method.
Comparable retail occupancies were 90.4 percent at the end of 2008, while
comparable office occupancies were 90.8 percent. In the residential portfolio,
comparable average occupancies were 92.2 percent and comparable property net
rental income ended the year at 89.4 percent. In our regional malls, leasing
spreads were up 7.0 percent for the year. In the office portfolio, leasing
spreads increased 18.1 percent in the New York market and 6.1 percent for the
remainder of the office portfolio. Regional mall sales averaged $423 per square
foot on a rolling 12-month basis, while comparable regional mall sales decreased
6.9 percent, a reflection of the economic downturn.
4
Strategy Update
"During our fiscal third quarter, we implemented a five-part strategy to
preserve liquidity and sustain and transform our Company in the face of
difficult economic and financial market conditions," Ratner said. "Since that
time, we have made progress on each element, including the following specific
examples:
o Significantly slowing development. During the last four years, Forest City
has begun construction of more than $3.4 billion in new real estate,
including $1.0 billion in 2008. In 2009, we do not anticipate commencing
construction on any new projects, with the exception of the arena at our
Atlantic Yards project in Brooklyn, and a fee-based development project in
Las Vegas. At the same time, though, we remain committed to completing
projects already under construction, as well as to actively pursuing and
maintaining entitlements on long-term developments in key markets.
o Driving costs out of the business. We have made meaningful progress on
this initiative, including the difficult step of work force reductions.
Through targeted reductions and through attrition over the last 12-18
months, we have reduced our work force by nearly 500, or approximately 30
percent of our non-property staff. This decrease, coupled with other
overhead cost reductions has resulted in $70 million to $80 million of
cost savings on an annualized basis, approximately 60 percent of which is
associated with development. We have accomplished this while remaining
committed to retaining a strong core of real estate talent.
o Accessing the equity value in our portfolio. This is clearly a challenging
time to sell real estate. Despite this, we believe the quality and
diversity of our products and markets will yield attractive opportunities
for selective sales, third-party equity investments or joint ventures. We
are actively evaluating a variety of options in this area. During the
fourth quarter, Forest City completed the sale of the Sterling Glen of Rye
Brook supported-living community to Atria Senior Living Group. The selling
price was $69.8 million and the transaction generated approximately $23
million in net proceeds.
o Proactively managing debt maturities with a continued commitment to
nonrecourse financing. As previously mentioned, we successfully addressed
all of our $842 million ($900 million at the Company's pro-rata share) in
2008 debt maturities during the year, with the exception of $13 million
($20 million at the Company's pro-rata share) still in negotiation.
In late January, 2009, the Company secured an extension on the financing
for Two MetroTech Center, a 521,000-square-foot office building at the
Company's MetroTech Center corporate campus in Brooklyn. In early
February, we closed a $161.9 million refinancing from Gramercy Capital
Corp. and certain co-lenders on a land loan associated with our Atlantic
Yards project in Brooklyn. In mid-March, we announced an extension from
JPMorgan Chase, N.A., of a credit facility related to the Nets.
5
Our continued ability to manage our financing needs demonstrate the
strength of our lender relationships and the quality of our products and
markets, and we believe current market conditions will continue to
highlight the significant benefits of nonrecourse financing.
o Selectively taking advantage of opportunities created by market
conditions. We continue to believe that our track record and extensive
relationships with tenants, financial institutions, communities and
industry partners will bring us opportunities as a result of the
dislocations in the real estate and capital markets. We are currently
pursuing several opportunities in areas such as property management,
development/redevelopment, and disposition management services. Such
opportunities can maximize short-term resource utilization while also
contributing to results without the need for any substantial equity
investment.
Debt Maturities and Financing Activity Update
During 2008, Forest City closed on transactions totaling $2.3 billion in
nonrecourse mortgage financings, including $580 million in refinancings, $1.1
billion in development projects and acquisitions, and $643 million in loan
extensions and additional fundings. During the fourth quarter, the Company
closed on nine loan transactions totaling $334 million. Since January 31, 2009,
the Company has closed on financings totaling approximately $168 million in
nonrecourse mortgage financings.
As of January 31, 2009 the Company's weighted average cost of mortgage debt
decreased to 5.00 percent from 5.87 percent at January 31, 2008 primarily due to
a decrease in variable-rate mortgage debt. Fixed-rate mortgage debt, which
represented 74 percent of the Company's total nonrecourse mortgage debt, and is
inclusive of interest rate swaps, declined from 6.12 percent at January 31,
2008, to 6.04 percent at January 31, 2009. The variable-rate mortgage debt
decreased from 5.06 percent at January 31, 2008, to 1.98 percent at January 31,
2009.
Project Updates
Openings
During 2008, Forest City opened or acquired 14 projects, adding $893.8 million
of cost at the Company's pro-rata share and $743.0 million on a full
consolidation basis.
Forest City opened three retail centers during the year:
o White Oak Village, an 800,000-square-foot retail center near Richmond,
Virginia, which is currently 85 percent leased and committed.
o The Shops at Wiregrass, a 642,000-square-foot lifestyle center near Tampa,
Florida, that is 90 percent leased and committed.
o Orchard Town Center, a 980,000-square-foot open-air lifestyle center in
Westminster, Colorado, which is 73 percent leased and committed.
6
In the office portfolio, 855 North Wolfe Street, a 279,000-square-foot,
state-of-the-art research office building opened at the Science + Technology
Park at Johns Hopkins in Baltimore during the first half of the year and is
currently 53 percent leased and committed. Tenants include the Johns Hopkins
Institute for Basic Biomedical Sciences, the Howard Hughes Medical Institute,
and the Johns Hopkins Brain Science Institute.
At Mesa del Sol, the Company completed phase one of a new, 210,000-square-foot
office building for Fidelity Investments and announced an agreement with Sandia
National Laboratories to partner on the development of solar technologies. Mesa
del Sol is already home to solar industry companies SCHOTT Solar and Advent
Solar. In addition, Mesa del Sol's 74,000-square-foot Town Center was completed
in January, 2009, and is currently 63 percent leased.
Forest City opened four residential properties: the 131-unit Lucky Strike
Building at the Company's Tobacco Row adaptive reuse apartment community in
Richmond, Virginia; the 366-unit Mercantile Place on Main redevelopment in
Dallas; the 665-unit Uptown Apartments in center city Oakland; and the first
building at Hamel Mill Lofts a collection of high-end, historically renovated
rental apartment buildings in Haverhill, Massachusetts.
Under Construction
At the end of fiscal 2008, Forest City had eight projects under construction
with a total project cost of $2.1 billion at the Company's pro-rata share. These
include three large retail centers: the 1.2-million-square-foot Ridge Hill in
Yonkers, New York; the 517,000-square-foot East River Plaza in Manhattan; and
the 500,000-square-foot Village at Gulfstream in Hallandale Beach, Florida.
Forest City recently reached an agreement with the City of Hallandale Beach for
tax-increment financing, solidifying a public-private partnership to bring the
Gulfstream project to fruition. The Company recently announced 32 upscale and
luxury tenants for this center, which is scheduled to open in February, 2010.
Also under construction is a 127,000-square-foot expansion of the Company's
Promenade in Temecula retail center in Southern California. The expansion, which
is set to open this month, is currently 61 percent leased with tenants including
Coach, Pottery Barn, and Williams-Sonoma.
In the residential portfolio, construction continues on 80 Dekalb, a 34-story
80/20 residential tower in Brooklyn, Presidio a 161-unit adaptive re-use
apartment community at the foot of the Golden Gate Bridge in San Francisco, and
Beekman, a Frank Gehry-designed residential high-rise in lower Manhattan that
will have approximately 900 market-rate apartments as well as a pre-K through
eighth-grade school, and an ambulatory care center. In light of economic and
market conditions, including falling prices for construction, the Company has
initiated a study of costs and timing for Beekman to identify possible options
to achieve savings on completion of the project. Work continues at the site and
both the school and ambulatory care center will open on time, as scheduled.
7
Among the Company's major mixed-use projects, the Waterfront Station
redevelopment project in Southwest Washington, D.C., is under construction and
on track for a spring 2010 opening. The first two buildings, which total 628,000
square feet of office and retail space, have already topped out at eight
stories, are fully leased to the District of Columbia for governmental offices
and have been designed to meet LEED Silver standards.
The Company's Atlantic Yards project in Brooklyn has had two significant
achievements since the end of the fiscal year. The first is the previously
mentioned $161.9 million land loan refinancing. The second is a ruling in New
York State Appellate Court that upheld a prior State Supreme Court finding that
the state met all of its obligations in the public approvals and environmental
review process associated with the project. The ruling marks the 22nd
consecutive court ruling in favor of the project, with only one material lawsuit
still pending.
Forest City's Stapleton redevelopment project continues to demonstrate the value
of the unique "sense of place" created there. Despite a slowdown in the
Company's sales of lots to home builders, more than 500 homes were sold at
Stapleton during 2008, including 314 new homes and 194 resales. The average
selling price was approximately $430,000, consistent with average prices over
the past several years. Notably, at the end of 2008, of the approximately 3,600
homes at Stapleton, only nine were under foreclosure action.
Also at Stapleton, the Northfield retail center will benefit from an allocation
of $12 million to the State of Colorado from the American Recovery and
Reinvestment Act of 2009, also known as the Economic Stimulus Package, for a new
highway interchange serving Northfield. The allocation brings the total project
funding to $34 million and will allow construction of the interchange to begin,
with an expected opening in late 2010. The interchange will not only provide
easier access to Northfield, but is also an important step in achieving the
long-term vision for Stapleton.
Year-End Summary and Outlook
"While it is impossible to predict the course of the economy or financial
markets, we continue to position the Company to deal with the difficult
environment," Ratner said. "We are cautious about current conditions, but we
remain confident in the longer term. We believe strongly in the fundamentals of
the real estate business, in the strength of our operating portfolio, our
product and market strategies, and in the long-term value we can create through
development.
"We have built a strong portfolio of high-quality assets in good markets that
represent real value and produce solid cash flow. We will continue to add to
that portfolio as we complete projects already under construction, and we will
identify and capitalize on additional opportunities created by current market
conditions.
"By taking steps today to shape our Company for the future - including
preserving liquidity, focusing on operations, retaining core real estate talent,
and maintaining a reservoir of entitled development opportunities - we are
positioning the Company to take advantage of long-term growth and value-creation
opportunities when conditions improve."
8
Corporate Description
Forest City Enterprises, Inc. is a $11.4 billion NYSE-listed national real
estate company. The Company is principally engaged in the ownership,
development, management and acquisition of commercial and residential real
estate and land throughout the United States.
Supplemental Package
Please refer to the Investor Relations section of the Company's website at
www.forestcity.net for a Supplemental Package, which the Company will also
furnish to the Securities and Exchange Commission on Form 8-K. This Supplemental
Package includes operating and financial information for the year ended January
31, 2009, with reconciliations of non-GAAP financial measures, such as EBDT,
comparable NOI and pro-rata financial statements, to their most directly
comparable GAAP financial measures.
EBDT
The Company uses an additional measure, along with net earnings, to report its
operating results. This non-GAAP measure, referred to as Earnings Before
Depreciation, Amortization and Deferred Taxes ("EBDT"), is not a measure of
operating results or cash flows from operations as defined by GAAP and may not
be directly comparable to similarly titled measures reported by other companies.
The Company believes that EBDT provides additional information about its core
operations and, along with net earnings, is necessary to understand its
operating results. EBDT is used by the chief operating decision maker and
management in assessing operating performance and to consider capital
requirements and allocation of resources by segment and on a consolidated basis.
The Company believes EBDT is important to investors because it provides another
method for the investor to measure its long-term operating performance, as net
earnings can vary from year to year due to property dispositions, acquisitions
and other factors that have a short-term impact.
EBDT is defined as net earnings excluding the following items: i) gain (loss) on
disposition of rental properties, divisions and other investments (net of tax);
ii) the adjustment to recognize rental revenues and rental expense using the
straight-line method; iii) non-cash charges for real estate depreciation,
amortization, amortization of mortgage procurement costs and deferred income
taxes; iv) preferred payment classified as minority interest expense on the
Company's Consolidated Statement of Operations; v) impairment of real estate
(net of tax); vi) extraordinary items (net of tax); and vii) cumulative effect
of change in accounting principle (net of tax). Unlike the real estate segments,
EBDT for the Nets segment equals net earnings.
EBDT is reconciled to net earnings, the most comparable financial measure
calculated in accordance with GAAP, in the table titled Financial Highlights
below and in the Company's Supplemental Package, which the Company will also
furnish to the SEC on Form 8-K. The adjustment to recognize rental revenues and
rental expenses on the straight-line method is excluded because it is
management's opinion that rental revenues and expenses should be recognized when
due from the tenants or due to the landlord. The Company excludes depreciation
and amortization expense related to real estate operations from EBDT because it
believes the values of its properties, in general, have appreciated over time in
excess of their original cost. Deferred taxes from real estate operations, which
are the result of timing differences of certain net expense items deducted in a
future year for federal income tax purposes, are excluded until the year in
which they are reflected in the Company's current tax provision. The impairment
of real estate is excluded from EBDT because it varies from year to year based
on factors unrelated to the Company's overall financial performance and is
related to the ultimate gain on dispositions of operating properties. The
Company's EBDT may not be directly comparable to similarly titled measures
reported by other companies.
9
Pro-Rata Consolidation Method
This press release contains certain financial measures prepared in accordance
with GAAP under the full consolidation accounting method and certain financial
measures prepared in accordance with the pro-rata consolidation method
(non-GAAP). The Company presents certain financial amounts under the pro-rata
method because it believes this information is useful to investors as this
method reflects the manner in which the Company operates its business. In line
with industry practice, the Company has made a large number of investments in
which its economic ownership is less than 100 percent as a means of procuring
opportunities and sharing risk. Under the pro-rata consolidation method, the
Company presents its investments proportionate to its economic share of
ownership. Under GAAP, the full consolidation method is used to report
partnership assets and liabilities consolidated at 100 percent if deemed to be
under its control or if the Company is deemed to be the primary beneficiary of
the variable interest entities ("VIE"), even if its ownership is not 100
percent. The Company provides reconciliations from the full consolidation method
to the pro-rata consolidation method, in the exhibits below and throughout its
Supplemental Package, which the Company will also furnish to the SEC on Form
8-K.
Safe Harbor Language
Statements made in this news release that state the Company's or management's
intentions, hopes, beliefs, expectations or predictions of the future are
forward-looking statements. The Company's actual results could differ materially
from those expressed or implied in such forward-looking statements due to
various risks, uncertainties and other factors. Risks and factors that could
cause actual results to differ materially from those in the forward-looking
statements include, but are not limited to, the impact of current market
conditions on our liquidity, ability to finance or refinance projects and repay
our debt, general real estate investment and development risks, vacancies in our
properties, further downturns in the housing market, competition, illiquidity of
real estate investments, bankruptcy or defaults of tenants, anchor store
consolidations or closings, international activities, the impact of terrorist
acts, risks associated with an investment in a professional sports team, our
substantial debt leverage and the ability to obtain and service debt, the impact
of restrictions imposed by our credit facility and senior debt, exposure to
hedging agreements, the level and volatility of interest rates, the continued
availability of tax-exempt government financing, the impact of credit rating
downgrades, effects of uninsured or underinsured losses, environmental
liabilities, conflicts of interest, risks associated with developing and
managing properties in partnership with others, the ability to maintain
effective internal controls, compliance with governmental regulations,
volatility in the market price of our publicly traded securities, litigation
risks, as well as other risks listed from time to time in the Company's SEC
filings, including but not limited to, the Company's annual and quarterly
reports.
10
Forest City Enterprises, Inc. and Subsidiaries
Financial Highlights
Year Ended January 31, 2009 and 2008
(dollars in thousands, except per share data)
Three Months Ended, Increase
January 31, (Decrease)
------------------------ ---------------
2009 2008 Amount Percent
------------------------ ---------------
Operating Results:
Earnings (loss) from continuing
operations $(48,901) $11,665 $(60,566)
Discontinued operations, net of
tax and minority interest (1) 3,816 940 2,876
------------------------ -------
Net Earnings (loss) $(45,085) $12,605 $(57,690)
======================== =======
Earnings Before Depreciation,
Amortization and Deferred
Taxes (EBDT) (2) $70,502 $91,188 $(20,686)(22.7%)
======================== =======
Reconciliation of Net Earnings
to Earnings Before
Depreciation, Amortization and
Deferred Taxes (EBDT)(2):
Net Earnings (loss) $(45,085) $12,605 $(57,690)
Depreciation and amortization
- Real Estate Groups (7) 75,511 65,393 10,118
Amortization of mortgage
procurement costs - Real
Estate Groups (7) 3,779 3,143 636
Deferred income tax expense -
Real Estate Groups (8) (913) 11,283 (12,196)
Deferred income tax expense -
Non-Real Estate Groups: (8)
Gain on disposition of
other investments 428 404 24
Current income tax expense on
non-operating earnings: (8)
Gain on disposition of
other investments - - -
Gain on disposition
included in
discontinued
operations 20,439 - 20,439
Gain on disposition of
unconsolidated
entities - 6,458 (6,458)
Straight-line rent adjustment (3) 4,284 (7,263) 11,547
Preference payment (6) 585 936 (351)
Preferred return on disposition 731 - 731
Impairment of real estate 1,262 92 1,170
Impairment of unconsolidated
entities 15,259 11,469 3,790
Gain on disposition of
unconsolidated entities - (12,286) 12,286
Gain on disposition of other
investments - - -
Discontinued operations: (1)
Gain on disposition of
rental properties (5,778) (1,046) (4,732)
------------------------ -------
Earnings Before Depreciation,
Amortization and Deferred
Taxes (EBDT) (2) $70,502 $91,188 $(20,686)(22.7%)
======================== =======
Diluted Earnings per Common
Share:
Earnings (loss) from continuing
operations $(0.48) $0.11 $(0.59)
Discontinued operations, net of
tax and minority interest (1) 0.04 0.01 0.03
------------------------ -------
Net earnings (loss) (5) $(0.44) $0.12 $(0.56)
======================== =======
Earnings Before Depreciation,
Amortization and Deferred
Taxes (EBDT) (2) (4) $0.66 $0.85 $(0.19)(22.4%)
======================== =======
Operating earnings (loss), net
of tax (a non-GAAP financial
measure) $(0.34) $0.19 $(0.53)
Impairment of real estate, net
of tax (0.10) (0.07) (0.03)
Gain on disposition of rental
properties and other
investments, net of tax 0.03 0.08 (0.05)
Minority interest (0.03) (0.08) 0.05
------------------------ -------
Net earnings (loss) (5) $(0.44) $0.12 $(0.56)
======================== =======
Basic weighted average shares
outstanding (4) 102,876,107 102,477,234 398,873
======================== =======
Diluted weighted average shares
outstanding (4) 106,534,313 107,258,725 (724,412)
======================== =======
11
Forest City Enterprises, Inc. and Subsidiaries
Financial Highlights
Year Ended January 31, 2009 and 2008
(dollars in thousands, except per share data)
Year Ended Increase
January 31, (Decrease)
------------------------- ----------------
2009 2008 Amount Percent
------------------------- ----------------
Operating Results:
Earnings (loss) from
continuing operations $(122,012) $(13,293) $(108,719)
Discontinued operations, net
of tax and minority interest (1) 9,812 65,718 (55,906)
------------------------ --------
Net Earnings (loss) $(112,200) $52,425 $(164,625)
======================== ========
Earnings Before Depreciation,
Amortization and Deferred
Taxes (EBDT) (2) $218,937 $265,718 $(46,781)(17.6%)
======================== ========
Reconciliation of Net Earnings
to Earnings Before
Depreciation, Amortization
and Deferred Taxes
(EBDT) (2):
Net Earnings (loss) $(112,200) $52,425 $(164,625)
Depreciation and
amortization - Real Estate
Groups (7) 290,768 250,951 39,817
Amortization of mortgage
procurement costs - Real
Estate Groups (7) 13,788 13,126 662
Deferred income tax expense
- Real Estate Groups (8) (5,671) 32,864 (38,535)
Deferred income tax expense
- Non-Real Estate Groups: (8)
Gain on disposition of
other investments 486 347 139
Current income tax expense
on non-operating earnings: (8)
Gain on disposition of
other investments - 290 (290)
Gain on disposition
included in
discontinued
operations 20,439 26,834 (6,395)
Gain on disposition of
unconsolidated
entities 506 6,458 (5,952)
Straight-line rent adjustment (3) (358) (16,551) 16,193
Preference payment (6) 3,329 3,707 (378)
Preferred return on
disposition 939 5,034 (4,095)
Impairment of real estate 1,262 92 1,170
Impairment of unconsolidated
entities 21,285 11,469 9,816
Gain on disposition of
unconsolidated entities (1,081) (14,392) 13,311
Gain on disposition of other
investments (150) (603) 453
Discontinued operations: (1)
Gain on disposition of
rental properties (14,405) (106,333) 91,928
------------------------ --------
Earnings Before Depreciation,
Amortization and Deferred
Taxes (EBDT) (2) $218,937 $265,718 $(46,781)(17.6%)
======================== ========
Diluted Earnings per Common
Share:
Earnings (loss) from
continuing operations $(1.19) $(0.13) $(1.06)
Discontinued operations, net
of tax and minority interest (1) 0.10 0.64 (0.54)
------------------------ --------
Net earnings (loss) (5) $(1.09) $0.51 $(1.60)
======================== ========
Earnings Before Depreciation,
Amortization and Deferred
Taxes (EBDT) (2) (4) $2.05 $2.47 $(0.42)(17.0%)
======================== ========
Operating earnings (loss), net
of tax (a non-GAAP financial
measure) $(0.92) $0.07 $(0.99)
Impairment of real estate, net
of tax (0.13) (0.07) (0.06)
Gain on disposition of rental
properties and other
investments, net of tax 0.09 0.70 (0.61)
Minority interest (0.13) (0.19) 0.06
------------------------ --------
Net earnings (loss) (5) $(1.09) $0.51 $(1.60)
======================== ========
Basic weighted average shares
outstanding (4) 102,755,315 102,261,740 493,575
======================== ========
Diluted weighted average
shares outstanding (4) 106,968,999 107,575,307 (606,308)
======================== ========
12
Forest City Enterprises, Inc. and Subsidiaries
Financial Highlights
Year Ended January 31, 2009 and 2008
(dollars in thousands)
Three Months Ended, Increase
January 31, (Decrease)
------------------- ----------------
2009 2008 Amount Percent
------------------- ----------------
Operating Earnings (a non-GAAP
financial measure) and
Reconciliation to Net Earnings:
Revenues from real estate
operations
Commercial Group $251,704 $275,644 $(23,940)
Residential Group 61,266 75,235 (13,969)
Land Development Group 10,004 53,501 (43,497)
Corporate Activities - - -
------------------- --------
Total Revenues 322,974 404,380 (81,406) (20.1%)
Operating expenses (187,835) (240,551) 52,716
Interest expense (105,616) (90,133) (15,483)
Loss on early extinguishment of
debt (620) (52) (568)
Amortization of mortgage
procurement costs (7) (3,332) (2,573) (759)
Depreciation and amortization (7) (68,835) (62,170) (6,665)
Interest and other income 14,430 21,002 (6,572)
Equity in earnings (loss),
including impairment, of
unconsolidated entities (16,798) 6,465 (23,263)
Impairment of unconsolidated
entities 15,259 11,469 3,790
Gain on disposition of
unconsolidated entities - (12,286) 12,286
Preferred Return on Disposition 731 - 731
Revenues and interest income from
discontinued operations (1) 1,651 2,557 (906)
Expenses from Discontinued
Operations (1) (1,209) (2,070) 861
------------------- --------
Operating earnings (loss) (a non-
GAAP financial measure) (29,200) 36,038 (65,238)
------------------- --------
Income tax expense (8) 1,486 (15,985) 17,471
Income tax expense from
discontinued operations (1) (8) (2,404) (593) (1,811)
Income tax expense on non-operating
earnings items (see below) (4,468) 683 (5,151)
------------------- --------
Operating earnings (loss), net of
tax (a non-GAAP financial measure) (34,586) 20,143 (54,729)
------------------- --------
Impairment of real estate (1,262) (102) (1,160)
Impairment of unconsolidated
entities (15,259) (11,469) (3,790)
Gain on disposition of
unconsolidated entities - 12,286 (12,286)
Preferred Return on Disposition (731) - (731)
Gain on disposition of other
investments - - -
Gain on disposition of rental
properties included in
discontinued operations (1) 5,778 1,046 4,732
Income tax benefit (expense) on
non-operating earnings: (8)
Impairment of real estate 488 36 452
Impairment of unconsolidated
entities 5,930 4,431 1,499
Gain on disposition of other
investments - - -
Gain on disposition of
unconsolidated entities 283 (4,746) 5,029
Gain on disposition of rental
properties included in
discontinued operations (2,233) (404) (1,829)
------------------- --------
Income tax expense on non-operating
earnings (see above) 4,468 (683) 5,151
------------------- --------
Minority interest in continuing
operations (3,493) (8,616) 5,123
Minority interest in discontinued
operations: (1)
Operating earnings - - -
Gain on disposition of rental
properties - - -
------------------- --------
- - -
------------------- --------
Minority interest (3,493) (8,616) 5,123
------------------- --------
Net earnings (loss) $(45,085) $12,605 $(57,690)
=================== ========
13
Forest City Enterprises, Inc. and Subsidiaries
Financial Highlights
Year Ended January 31, 2009 and 2008
(dollars in thousands)
Year Ended Increase
January 31, (Decrease)
-------------------- --------------
2009 2008 Amount Percent
-------------------- --------------
Operating Earnings (a non-GAAP
financial measure) and
Reconciliation to Net Earnings:
Revenues from real estate operations
Commercial Group $970,653 $928,436 $42,217
Residential Group 285,889 265,777 20,112
Land Development Group 33,848 92,257 (58,409)
Corporate Activities - - -
-------------------- --------
Total Revenues 1,290,390 1,286,470 3,920 0.3%
Operating expenses (782,266) (783,720) 1,454
Interest expense (367,882) (325,505) (42,377)
Loss on early extinguishment of debt (1,670) (8,955) 7,285
Amortization of mortgage procurement
costs (7) (12,145) (11,296) (849)
Depreciation and amortization (7) (269,560) (230,637) (38,923)
Interest and other income 42,481 73,282 (30,801)
Equity in earnings (loss), including
impairment, of unconsolidated
entities (35,585) 9,073 (44,658)
Impairment of unconsolidated
entities 21,285 11,469 9,816
Gain on disposition of
unconsolidated entities (1,081) (14,392) 13,311
Preferred Return on Disposition 939 5,034 (4,095)
Revenues and interest income from
discontinued operations (1) 7,417 36,482 (29,065)
Expenses from Discontinued
Operations (1) (5,831) (36,225) 30,394
-------------------- --------
Operating earnings (loss) (a non-
GAAP financial measure) (113,508) 11,080 (124,588)
-------------------- --------
Income tax expense (8) 29,154 (3,002) 32,156
Income tax expense from discontinued
operations (1) (8) (6,179) (41,385) 35,206
Income tax expense on non-operating
earnings items (see below) (3,067) 40,468 (43,535)
-------------------- --------
Operating earnings (loss), net of
tax (a non-GAAP financial measure) (93,600) 7,161 (100,761)
-------------------- --------
Impairment of real estate (1,262) (102) (1,160)
Impairment of unconsolidated
entities (21,285) (11,469) (9,816)
Gain on disposition of
unconsolidated entities 1,081 14,392 (13,311)
Preferred Return on Disposition (939) (5,034) 4,095
Gain on disposition of other
investments 150 603 (453)
Gain on disposition of rental
properties included in discontinued
operations (1) 14,405 106,333 (91,928)
Income tax benefit (expense) on non-
operating earnings: (8)
Impairment of real estate 488 36 452
Impairment of unconsolidated
entities 8,258 4,431 3,827
Gain on disposition of other
investments (58) (233) 175
Gain on disposition of
unconsolidated entities (55) (3,615) 3,560
Gain on disposition of rental
properties included in
discontinued operations (5,566) (41,087) 35,521
-------------------- --------
Income tax expense on non-operating
earnings (see above) 3,067 (40,468) 43,535
-------------------- --------
Minority interest in continuing
operations (13,817) (19,504) 5,687
-------------------- --------
Minority interest in discontinued
operations: (1)
Operating earnings - 513 (513)
Gain on disposition of rental
properties - - -
-------------------- --------
- 513 (513)
-------------------- --------
Minority interest (13,817) (18,991) 5,174
-------------------- --------
Net earnings (loss) $(112,200) $52,425 $(164,625)
==================== ========
14
Forest City Enterprises, Inc. and Subsidiaries
Financial Highlights
Year Ended January 31, 2009 and 2008
(in thousands)
1) Pursuant to the definition of a component of an entity of SFAS No. 144,
assuming no significant continuing involvement, all earnings of properties
that have been sold or are held for sale are reported as discontinued
operations.
2) The Company uses an additional measure, along with net earnings, to
report its operating results. This measure, referred to as Earnings Before
Depreciation, Amortization and Deferred Taxes ("EBDT"), is not a measure
of operating results as defined by generally accepted accounting
principles and may not be directly comparable to similarly-titled measures
reported by other companies. The Company believes that EBDT provides
additional information about its operations, and along with net earnings,
is necessary to understand its operating results. EBDT is defined as net
earnings excluding the following items: i) gain (loss) on disposition of
operating properties, divisions and other investments (net of tax); ii)
the adjustment to recognize rental revenues and rental expense using the
straight-line method; iii) non-cash charges for real estate depreciation,
amortization (including amortization of mortgage procurement costs) and
deferred income taxes; iv) preferred payment classified as minority
interest expense on the Company's Consolidated Statement of Earnings; v)
impairment of real estate (net of tax); vi) extraordinary items (net of
tax); and vii) cumulative effect of change in accounting principle (net
of tax). See our discussion of EBDT in the news release.
3) The Company recognizes minimum rents on a straight-line basis over the
term of the related lease pursuant to the provision of SFAS No. 13,
"Accounting for Leases." The straight-line rent adjustment is recorded as
an increase or decrease to revenue from Forest City Rental Properties
Corporation, a wholly-owned subsidiary of Forest City Enterprises, Inc.,
with the applicable offset to either accounts receivable or accounts
payable, as appropriate.
4) For the three and twelve months ended January 31, 2009, the effect of
3,658,206 and 4,213,684 shares, respectively, of dilutive securities were
not included in the computation of diluted earnings per share because
their effect is anti-dilutive to the loss from continuing operations.
(Since these shares are dilutive for the computation of EBDT per share for
the three and twelve months ended January 31, 2009, diluted weighted
average shares outstanding were used to arrive at $0.66/share and
$2.05/share, respectively.)
For the year ended January 31, 2008, the effect of 5,313,567 shares
of dilutive securities were not included in the computation of diluted
earnings per share because their effect is anti-dilutive to the loss from
continuing operations. (Since these shares are dilutive for the
computation of EBDT per share for the year ended January 31, 2008, diluted
weighted average shares outstanding of 107,575,307 were used to arrive at
$2.47/share.)
5) For the year ended January 31, 2008, $754,000 of net earnings is
allocated to participating securities under EITF 03-6 "Participating
Securities and the Two-Class Method under FASB 128". As a result, the net
earnings for purposes of calculating basic and diluted EPS is $51,671,000.
6) The preference payment represents the respective period's share of the
annual preferred payment in connection with the issuance of Class A Common
Units in exchange for Bruce C. Ratner's minority interests in the Forest
City Ratner Company portfolio.
7) The following table provides detail of depreciation and amortization
and amortization of mortgage procurement costs. The Company's Real Estate
Groups are engaged in the ownership, development, acquisition and
management of real estate projects, including apartment complexes,
regional malls and retail centers, hotels, office buildings and mixed-use
facilities, as well as large land development projects.
15
Depreciation and Depreciation and
Amortization Amortization
------------------- -----------------
Three Months Ended Year Ended
January 31, January 31,
------------------- -----------------
2009 2008 2009 2008
------------------- -----------------
Full Consolidation $68,835 $62,170 $269,560 $230,637
Non-Real Estate (3,416) (3,233) (13,356) (10,663)
------------------- -----------------
Real Estate Groups Full
Consolidation 65,419 58,937 256,204 219,974
Real Estate Groups related to
minority interest (787) (1,118) (3,142) (6,794)
Real Estate Groups
Unconsolidated 10,553 7,096 35,720 34,369
Real Estate Groups
Discontinued Operations 326 478 1,986 3,402
------------------- -----------------
Real Estate Groups Pro-Rata
Consolidation $75,511 $65,393 $290,768 $250,951
=================== =================
Amortization of Amortization of
Mortgage Mortgage Procurement
Procurement Costs Costs
------------------- -----------------
Three Months Ended Year Ended
January 31, January 31,
------------------- -----------------
2009 2008 2009 2008
------------------- -----------------
Full Consolidation $3,332 $2,573 $12,145 $11,296
Non-Real Estate - - - -
------------------- -----------------
Real Estate Groups Full
Consolidation 3,332 2,573 12,145 11,296
Real Estate Groups related to
minority interest (119) (114) (502) (619)
Real Estate Groups
Unconsolidated 513 594 1,843 2,142
Real Estate Groups
Discontinued Operations 53 90 302 307
------------------- -----------------
Real Estate Groups Pro-Rata
Consolidation $3,779 $3,143 $13,788 $13,126
=================== =================
16
Three Months Ended Year Ended
January 31, January 31,
------------------- -----------------
2009 2008 2009 2008
------------------- -----------------
8) The following table provides
detail of Income Tax Expense
(Benefit): (in thousands) (in thousands)
(A) Operating earnings
Current $(12,501) $(903) $(28,045) $(17,401)
Deferred 17,716 16,609 7,524 21,022
------------------- -----------------
5,215 15,706 (20,521) 3,621
------------------- -----------------
(B) Impairment of real estate
Deferred (488) (36) (488) (36)
Deferred -
Unconsolidated
entities (5,930) (4,431) (8,258) (4,431)
------------------- -----------------
Subtotal (6,418) (4,467) (8,746) (4,467)
------------------- -----------------
(C) Gain on disposition of
other investments
Current - Non-Real
Estate Groups - - - 290
Deferred - Non-Real
Estate Groups - - 58 (57)
------------------- -----------------
- - 58 233
------------------- -----------------
(D) Gain on disposition of
unconsolidated entities
Current - 6,458 506 6,458
Deferred (283) (1,712) (451) (2,843)
------------------- -----------------
(283) 4,746 55 3,615
------------------- -----------------
Subtotal (A) (B) (C)
(D)
Current (12,501) 5,555 (27,539) (10,653)
Deferred 11,015 10,430 (1,615) 13,655
------------------- -----------------
Income tax expense (1,486) 15,985 (29,154) 3,002
------------------- -----------------
(E) Discontinued operations
Operating earnings
Current 194 93 (448) (1,540)
Deferred (23) 96 1,061 1,838
------------------- -----------------
171 189 613 298
Gain on disposition
of rental properties
Current 20,439 - 20,439 26,834
Deferred (18,634) - (15,301) 13,849
------------------- -----------------
1,805 - 5,138 40,683
------------------- -----------------
Gain on disposition
of Lumber Group
Current - - - -
Deferred 428 404 428 404
------------------- -----------------
428 404 428 404
------------------- -----------------
2,404 593 6,179 41,385
------------------- -----------------
Grand Total (A) (B) (C)
(D) (E)
Current 8,132 5,648 (7,548) 14,641
Deferred (7,214) 10,930 (15,427) 29,746
------------------- -----------------
$918 $16,578 $(22,975) $44,387
------------------- -----------------
Recap of Grand Total:
Real Estate Groups
Current 430 13,598 (140) 37,885
Deferred (913) 11,283 (5,671) 32,864
------------------- -----------------
(483) 24,881 (5,811) 70,749
Non-Real Estate Groups
Current 7,702 (7,950) (7,408) (23,244)
Deferred (6,301) (353) (9,756) (3,118)
------------------- -----------------
1,401 (8,303) (17,164) (26,362)
------------------- -----------------
Grand Total $918 $16,578 $(22,975) $44,387
=================== =================
17
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (Loss)
(GAAP) (in thousands):
Three Months Ended January 31, 2009
--------------------------------------------
Plus
Unconsol- Plus
idated Disconti-
Full Less Invest- nued Pro-Rata
Consol- Minority ments at Opera- Consol-
idation Interest Pro-Rata tions idation
(GAAP) (Non-GAAP)
--------------------------------------------
Revenues from real estate
operations $322,974 $8,437 $93,153 $1,651 $409,341
Exclude straight-line rent
adjustment (1) 1,476 - - - 1,476
--------------------------------------------
Adjusted revenues 324,450 8,437 93,153 1,651 410,817
Operating expenses 187,835 3,093 60,698 452 245,892
Add back non-Real Estate
depreciation and
amortization (b) 3,416 - 5,876 - 9,292
Add back amortization of
mortgage procurement costs
for non-Real Estate Groups
(d) - - 52 - 52
Exclude straight-line rent
adjustment (2) (2,808) - - - (2,808)
Exclude preference payment (585) - - - (585)
--------------------------------------------
Adjusted operating expenses 187,858 3,093 66,626 452 251,843
Add interest and other
income 14,430 387 1,442 - 15,485
Add equity in earnings
(loss), including
impairment of
unconsolidated entities (16,798) (67) 16,437 - (294)
Remove gain on disposition
of unconsolidated entities - - - - -
Add back impairment of
unconsolidated entities 15,259 - (15,259) - -
Add back depreciation and
amortization of
unconsolidated entities
(see below) 11,066 - (11,066) - -
--------------------------------------------
Net Operating Income 160,549 5,664 18,081 1,199 174,165
Interest expense (105,616) (1,265) (17,350) (378) (122,079)
Loss on early extinguishment
of debt (620) - - - (620)
Equity in earnings (loss),
including impairment of
unconsolidated entities 16,798 67 (16,437) - 294
Gain on disposition of
unconsolidated entities - - - - -
Impairment of unconsolidated
entities (15,259) - - - (15,259)
Depreciation and
amortization of
unconsolidated entities
(see above) (11,066) - 11,066 - -
Gain on disposition of
rental properties and other
investments - - - 5,778 5,778
Preferred return on
disposition - - (731) - (731)
Impairment of real estate (1,262) - - - (1,262)
Depreciation and
amortization - Real Estate
Groups (a) (65,419) (787) (10,553) (326) (75,511)
Amortization of mortgage
procurement costs - Real
Estate Groups (c) (3,332) (119) (513) (53) (3,779)
Straight-line rent
adjustment (1) + (2) (4,284) - - - (4,284)
Preference payment (585) - - - (585)
--------------------------------------------
Earnings (loss) before
income taxes (30,096) 3,560 (16,437) 6,220 (43,873)
Income tax provision 1,486 - - (2,404) (918)
Minority Interest (3,493) (3,493) - - -
Equity in earnings (loss),
including impairment of
unconsolidated entities (16,798) (67) 16,437 - (294)
--------------------------------------------
Earnings (loss) from
continuing operations (48,901) - - 3,816 (45,085)
Discontinued operations, net
of tax 3,816 - - (3,816) -
--------------------------------------------
Net earnings (loss) $(45,085) $- $- $- $(45,085)
============================================
(a) Depreciation and
amortization - Real
Estate Groups $65,419 $787 $10,553 $326 $75,511
(b) Depreciation and
amortization - Non-Real
Estate 3,416 - 5,876 - 9,292
--------------------------------------------
Total depreciation and
amortization $68,835 $787 $16,429 $326 $84,803
============================================
(c) Amortization of
mortgage procurement
costs - Real Estate
Groups $3,332 $119 $513 $53 $3,779
(d) Amortization of
mortgage procurement costs
- Non-Real Estate - - 52 - 52
--------------------------------------------
Total amortization of
mortgage procurement
costs $3,332 $119 $565 $53 $3,831
============================================
18
Three Months Ended January 31, 2008
--------------------------------------------
Plus
Unconsol- Plus
idated Disconti
Full Less Invest- nued Pro-Rata
Consol- Minority ments at Opera- Consol-
idation Interest Pro-Rata tions idation
(GAAP) (Non-GAAP)
--------------------------------------------
Revenues from real estate
operations $404,380 $19,717 $87,410 $2,366 $474,439
Exclude straight-line rent
adjustment (1) (9,018) - - - (9,018)
--------------------------------------------
Adjusted revenues 395,362 19,717 87,410 2,366 465,421
Operating expenses 240,551 10,374 52,582 221 282,980
Add back non-Real Estate
depreciation and
amortization (b) 3,233 - 4,160 - 7,393
Add back amortization of
mortgage procurement costs
for non-Real Estate Groups (d) - - 20 - 20
Exclude straight-line rent
adjustment (2) (1,755) - - - (1,755)
Exclude preference payment (936) - - - (936)
--------------------------------------------
Adjusted operating expenses 241,093 10,374 56,762 221 287,702
Add interest and other
income 21,002 800 2,375 191 22,768
Add equity in earnings
(loss), including
impairment of
unconsolidated entities 6,465 188 (6,837) - (560)
Remove gain on disposition
of unconsolidated entities (12,286) - 12,286 - -
Add back impairment of
unconsolidated entities 11,469 - (11,469) - -
Add back depreciation and
amortization of
unconsolidated entities
(see below) 7,690 - (7,690) - -
--------------------------------------------
Net Operating Income 188,609 10,331 19,313 2,336 199,927
Interest expense (90,133) (440) (18,417) (1,281) (109,391)
Loss on early
extinguishment of debt (52) (33) (896) - (915)
Equity in earnings (loss),
including impairment of
unconsolidated entities (6,465) (188) 6,837 - 560
Gain on disposition of
unconsolidated entities 12,286 - - - 12,286
Impairment of
unconsolidated entities (11,469) - - - (11,469)
Depreciation and
amortization of
unconsolidated entities
(see above) (7,690) - 7,690 - -
Gain on disposition of
rental properties and
other investments - - - 1,046 1,046
Preferred return on
disposition - - - - -
Impairment of real estate (102) (10) - - (92)
Depreciation and
amortization - Real Estate
Groups (a) (58,937) (1,118) (7,096) (478) (65,393)
Amortization of mortgage
procurement costs - Real
Estate Groups (c) (2,573) (114) (594) (90) (3,143)
Straight-line rent
adjustment (1) + (2) 7,263 - - - 7,263
Preference payment (936) - - - (936)
--------------------------------------------
Earnings (loss) before
income taxes 29,801 8,428 6,837 1,533 29,743
Income tax provision (15,985) - - (593) (16,578)
Minority Interest (8,616) (8,616) - - -
Equity in earnings (loss),
including impairment of
unconsolidated entities 6,465 188 (6,837) - (560)
--------------------------------------------
Earnings (loss) from
continuing operations 11,665 - - 940 12,605
Discontinued operations,
net of tax 940 - - (940) -
--------------------------------------------
Net earnings (loss) $12,605 $- $- $- $12,605
============================================
(a) Depreciation and
amortization - Real
Estate Groups $58,937 $1,118 $7,096 $478 $65,393
(b) Depreciation and
amortization - Non-Real
Estate 3,233 - 4,160 - 7,393
--------------------------------------------
Total depreciation
and amortization $62,170 $1,118 $11,256 $478 $72,786
============================================
(c) Amortization of
mortgage procurement
costs - Real Estate
Groups $2,573 $114 $594 $90 $3,143
(d) Amortization of
mortgage procurement costs
- Non-Real Estate - - 20 - 20
--------------------------------------------
Total amortization of
mortgage procurement
costs $2,573 $114 $614 $90 $3,163
============================================
19
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Reconciliation of Net Operating Income (non-GAAP) to Net Earnings
(Loss) (GAAP) (in thousands):
Year Ended January 31, 2009
--------------------------------------------
Plus
Unconsol- Plus
idated Discon-
Full Less Invest- tinued Pro-Rata
Consol- Minority ments at Opera- Consol-
idation Interest Pro-Rata tions idation
(GAAP) (Non-GAAP)
-------------------------------------------------
Revenues from real
estate operations $1,290,390 $56,132 $380,297 $7,356 $1,621,911
Exclude straight-line
rent adjustment (1) (6,726) - - - (6,726)
-------------------------------------------------
Adjusted revenues 1,283,664 56,132 380,297 7,356 1,615,185
Operating expenses 782,266 28,651 272,305 931 1,026,851
Add back non-Real
Estate depreciation
and amortization (b) 13,356 - 20,641 - 33,997
Add back amortization
of mortgage
procurement costs for
non-Real Estate
Groups (d) - - 221 - 221
Exclude straight-line
rent adjustment (2) (6,368) - - - (6,368)
Exclude preference
payment (3,329) - - - (3,329)
-------------------------------------------------
Adjusted operating
expenses 785,925 28,651 293,167 931 1,051,372
Add interest and other
income 42,481 1,807 5,127 61 45,862
Add equity in earnings
(loss), including
impairment of
unconsolidated
entities (35,585) (84) 36,257 - 756
Remove gain on
disposition of
unconsolidated
entities (1,081) - 1,081 - -
Add back impairment of
unconsolidated
entities 21,285 - (21,285) - -
Add back depreciation
and amortization of
unconsolidated
entities (see below) 37,563 - (37,563) - -
-------------------------------------------------
Net Operating Income 562,402 29,204 70,747 6,486 610,431
Interest expense (367,882) (11,624) (69,757) (2,612) (428,627)
Loss on early
extinguishment of
debt (1,670) (119) (51) - (1,602)
Equity in earnings
(loss), including
impairment of
unconsolidated
entities 35,585 84 (36,257) - (756)
Gain on disposition of
unconsolidated
entities 1,081 - - - 1,081
Impairment of
unconsolidated
entities (21,285) - - - (21,285)
Depreciation and
amortization of
unconsolidated
entities (see above) (37,563) - 37,563 - -
Gain on disposition of
rental properties and
other investments 150 - - 14,405 14,555
Preferred return on
disposition - - (939) - (939)
Impairment of real
estate (1,262) - - - (1,262)
Depreciation and
amortization - Real
Estate Groups (a) (256,204) (3,142) (35,720) (1,986) (290,768)
Amortization of
mortgage procurement
costs - Real Estate
Groups (c) (12,145) (502) (1,843) (302) (13,788)
Straight-line rent
adjustment (1) + (2) 358 - - - 358
Preference payment (3,329) - - - (3,329)
-------------------------------------------------
Earnings (loss) before
income taxes (101,764) 13,901 (36,257) 15,991 (135,931)
Income tax provision 29,154 - - (6,179) 22,975
Minority Interest (13,817) (13,817) - - -
Equity in earnings
(loss), including
impairment of
unconsolidated
entities (35,585) (84) 36,257 - 756
-------------------------------------------------
Earnings (loss) from
continuing operations (122,012) - - 9,812 (112,200)
Discontinued
operations, net of
tax 9,812 - - (9,812) -
-------------------------------------------------
Net earnings (loss) $(112,200) $- $- $- $(112,200)
=================================================
(a) Depreciation and
amortization - Real
Estate Groups $256,204 $3,142 $35,720 $1,986 $290,768
(b) Depreciation and
amortization - Non-
Real Estate 13,356 - 20,641 - 33,997
-------------------------------------------------
Total depreciation
and amortization $269,560 $3,142 $56,361 $1,986 $324,765
=================================================
(c) Amortization of
mortgage procurement
costs - Real Estate
Groups $12,145 $502 $1,843 $302 $13,788
(d) Amortization of
mortgage procurement
costs - Non-Real
Estate - - 221 - 221
-------------------------------------------------
Total amortization
of mortgage
procurement
costs $12,145 $502 $2,064 $302 $14,009
=================================================
20
Year Ended January 31, 2008
Plus
Unconsol- Plus
idated Discon-
Full Less Invest- tinued Pro-Rata
Consol- Minority ments at Opera- Consol-
idation Interest Pro-Rata tions idation
(GAAP) (Non-GAAP)
-------------------------------------------------
Revenues from real
estate operations $1,286,470 $69,078 $344,638 $33,492 $1,595,522
Exclude straight-
line rent
adjustment (1) (25,166) - - - (25,166)
-------------------------------------------------
Adjusted revenues 1,261,304 69,078 344,638 33,492 1,570,356
Operating expenses 783,720 33,204 224,833 22,732 998,081
Add back non-Real
Estate
depreciation and
amortization (b) 10,663 - 10,431 - 21,094
Add back
amortization of
mortgage
procurement costs
for non-Real
Estate Groups (d) - - 125 - 125
Exclude straight-
line rent
adjustment (2) (8,615) - - - (8,615)
Exclude preference
payment (3,707) - - - (3,707)
-------------------------------------------------
Adjusted operating
expenses 782,061 33,204 235,389 22,732 1,006,978
Add interest and
other income 73,282 2,651 11,533 1,017 83,181
Add equity in
earnings (loss),
including
impairment of
unconsolidated
entities 9,073 884 (9,949) - (1,760)
Remove gain on
disposition of
unconsolidated
entities (14,392) - 14,392 - -
Add back impairment
of unconsolidated
entities 11,469 - (11,469) - -
Add back
depreciation and
amortization of
unconsolidated
entities (see
below) 36,511 - (36,511) - -
-------------------------------------------------
Net Operating
Income 595,186 39,409 77,245 11,777 644,799
Interest expense (325,505) (11,199) (70,851) (6,935) (392,092)
Loss on early
extinguishment of
debt (8,955) (1,283) (1,360) (363) (9,395)
Equity in earnings
(loss), including
impairment of
unconsolidated
entities (9,073) (884) 9,949 - 1,760
Gain on disposition
of unconsolidated
entities 14,392 - - - 14,392
Impairment of
unconsolidated
entities (11,469) - - - (11,469)
Depreciation and
amortization of
unconsolidated
entities (see
above) (36,511) - 36,511 - -
Gain on disposition
of rental
properties and
other investments 603 - - 106,333 106,936
Preferred return on
disposition - - (5,034) - (5,034)
Impairment of real
estate (102) (10) - - (92)
Depreciation and
amortization -
Real Estate Groups
(a) (219,974) (6,794) (34,369) (3,402) (250,951)
Amortization of
mortgage
procurement costs
- Real Estate
Groups (c) (11,296) (619) (2,142) (307) (13,126)
Straight-line rent
adjustment (1) +
(2) 16,551 - - - 16,551
Preference payment (3,707) - - - (3,707)
-------------------------------------------------
Earnings (loss)
before income
taxes 140 18,620 9,949 107,103 98,572
Income tax
provision (3,002) - - (41,385) (44,387)
Minority Interest (19,504) (19,504) - - -
Equity in earnings
(loss), including
impairment of
unconsolidated
entities 9,073 884 (9,949) - (1,760)
-------------------------------------------------
Earnings (loss)
from continuing
operations (13,293) - - 65,718 52,425
Discontinued
operations, net of
tax 65,718 - - (65,718) -
-------------------------------------------------
Net earnings (loss) $52,425 $- $- $- $52,425
=================================================
(a) Depreciation
and amortization
- Real Estate
Groups $219,974 $6,794 $34,369 $3,402 $250,951
(b) Depreciation
and amortization
- Non-Real Estate 10,663 - 10,431 - 21,094
-------------------------------------------------
Total
depreciation
and
amortization $230,637 $6,794 $44,800 $3,402 $272,045
=================================================
(c) Amortization
of mortgage
procurement costs
- Real Estate
Groups $11,296 $619 $2,142 $307 $13,126
(d) Amortization
of mortgage
procurement costs
- Non-Real Estate - - 125 - 125
-------------------------------------------------
Total
amortization
of mortgage
procurement
costs $11,296 $619 $2,267 $307 $13,251
=================================================
21
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Net Operating Income (dollars in thousands)
---------------------------------------------------
Three Months Ended January 31, 2009
---------------------------------------------------
Plus
Unconsoli-
dated
Invest- Pro-Rata
Full ments Plus Consoli-
Consoli- Less at Discon- dation
dation Minority Pro- tinued (Non-
(GAAP) Interest Rata Operations GAAP)
---------------------------------------------------
Commercial Group
Retail
Comparable $60,146 $2,017 $5,531 $- $63,660
----------------------------------------------------------------------
Total 65,140 3,181 5,595 - 67,554
Office Buildings
Comparable 46,044 2,482 2,915 - 46,477
----------------------------------------------------------------------
Total 62,795 992 2,999 - 64,802
Hotels
Comparable 2,029 - - - 2,029
----------------------------------------------------------------------
Total 2,740 - - - 2,740
Earnings from Commercial
Land Sales 11,318 6 - - 11,312
Other (1) (9,394) (149) (277) - (9,522)
----------------------------------------------------------------------
Total Commercial Group
Comparable 108,219 4,499 8,446 - 112,166
----------------------------------------------------------------------
Total 132,599 4,030 8,317 - 136,886
Residential Group
Apartments
Comparable 26,406 691 6,745 - 32,460
----------------------------------------------------------------------
Total 29,936 934 8,532 1,199 38,733
Military Housing
Comparable (2) - - - - -
----------------------------------------------------------------------
Total 10,520 (134) 196 - 10,850
Other (1) 3,040 83 (1) - 2,956
Total Residential Group
Comparable 26,406 691 6,745 - 32,460
----------------------------------------------------------------------
Total 43,496 883 8,727 1,199 52,539
Total Rental Properties
Comparable 134,625 5,190 15,191 - 144,626
----------------------------------------------------------------------
Total 176,095 4,913 17,044 1,199 189,425
Land Development Group 8,001 751 171 - 7,421
The Nets (9,109) - 866 - (8,243)
Corporate Activities (14,438) - - - (14,438)
- --------------------------------------------------------------------------
Grand Total $160,549 $5,664 $18,081 $1,199 $174,165
- --------------------------------------------------------------------------
22
Three Months Ended January 31, 2008
---------------------------------------------------
Plus
Unconsoli-
dated
Invest- Pro-Rata
Full ments Plus Consoli-
Consoli- Less at Discon- dation
dation Minority Pro- tinued (Non-
(GAAP) Interest Rata Operations GAAP)
---------------------------------------------------
Commercial Group
Retail
Comparable $63,401 $2,286 $6,116 $- $67,231
----------------------------------------------------------------------
Total 68,409 3,214 6,631 - 71,826
Office Buildings
Comparable 45,906 2,528 1,784 - 45,162
----------------------------------------------------------------------
Total 55,074 3,641 1,974 - 53,407
Hotels
Comparable 2,162 - 268 - 2,430
----------------------------------------------------------------------
Total 1,805 (23) 1,153 - 2,981
Earnings from Commercial
Land Sales 15,096 879 - - 14,217
Other (1) (5,995) (2,777) (254) - (3,472)
----------------------------------------------------------------------
Total Commercial Group
Comparable 111,469 4,814 8,168 - 114,823
----------------------------------------------------------------------
Total 134,389 4,934 9,504 - 138,959
Residential Group
Apartments
Comparable 26,790 772 7,152 - 33,170
----------------------------------------------------------------------
Total 30,487 825 8,069 2,336 40,067
Military Housing
Comparable (2) - - - - -
----------------------------------------------------------------------
Total 12,285 - 730 - 13,015
Other (1) (6,800) 175 (1) - (6,976)
----------------------------------------------------------------------
Total Residential Group
Comparable 26,790 772 7,152 - 33,170
----------------------------------------------------------------------
Total 35,972 1,000 8,798 2,336 46,106
Total Rental Properties
Comparable 138,259 5,586 15,320 - 147,993
----------------------------------------------------------------------
Total 170,361 5,934 18,302 2,336 185,065
Land Development Group 31,018 4,397 273 - 26,894
The Nets (5,825) - 738 - (5,087)
Corporate Activities (6,945) - - - (6,945)
- --------------------------------------------------------------------------
Grand Total $188,609 $10,331 $19,313 $2,336 $199,927
- --------------------------------------------------------------------------
23
% Change
-----------------------------
Full Pro-Rata
Consolidation Consolidation
(GAAP) (Non-GAAP)
-----------------------------
Commercial Group
Retail
Comparable (5.1%) (5.3%)
----------------------------------------------------------------------
Total
Office Buildings
Comparable 0.3% 2.9%
----------------------------------------------------------------------
Total
Hotels
Comparable (6.2%) (16.5%)
----------------------------------------------------------------------
Total
Earnings from Commercial
Land Sales
Other (1)
----------------------------------------------------------------------
Total Commercial Group
Comparable (2.9%) (2.3%)
----------------------------------------------------------------------
Total
Residential Group
Apartments
Comparable (1.4%) (2.1%)
----------------------------------------------------------------------
Total
Military Housing
Comparable (2)
----------------------------------------------------------------------
Total
Other (1)
----------------------------------------------------------------------
Total Residential Group
Comparable (1.4%) (2.1%)
----------------------------------------------------------------------
Total
Total Rental Properties
Comparable (2.6%) (2.3%)
----------------------------------------------------------------------
Total
Land Development Group
The Nets
Corporate Activities
- --------------------------------------------------------------------------
Grand Total
- --------------------------------------------------------------------------
(1) Includes write-offs of abandoned development projects, non- capitalizable
development costs and unallocated management and service company overhead,
net of historic and new market tax credit income.
(2) Comparable NOI for Military Housing commences once the operating projects
complete initial development phase.
24
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Net Operating Income (dollars in thousands)
----------------------------------------------
Year Ended January 31, 2009
----------------------------------------------
Plus
Unconsoli-
dated
Invest- Pro-Rata
Full ments Plus Consoli-
Consoli- Less at Discon- dation
dation Minority Pro- tinued (Non-
(GAAP) Interest Rata Operations GAAP)
----------------------------------------------
Commercial Group
Retail
Comparable $229,009 $9,271 $22,052 $- $241,790
----------------------------------------------------------------------
Total 250,043 12,511 22,300 - 259,832
Office Buildings
Comparable 178,876 10,473 9,961 - 178,364
----------------------------------------------------------------------
Total 251,931 7,385 10,461 - 255,007
Hotels
Comparable 14,237 - 216 - 14,453
----------------------------------------------------------------------
Total 14,543 - 216 - 14,759
Earnings from Commercial
Land Sales 19,713 2,410 - - 17,303
Other (1) (44,478) (52) (1,828) - (46,254)
----------------------------------------------------------------------
Total Commercial Group
Comparable 422,122 19,744 32,229 - 434,607
----------------------------------------------------------------------
Total 491,752 22,254 31,149 - 500,647
Residential Group
Apartments
Comparable 106,288 2,716 26,577 - 130,149
----------------------------------------------------------------------
Total 123,715 2,960 32,014 6,486 159,255
Military Housing
Comparable (2) - - - - -
----------------------------------------------------------------------
Total 51,269 3,794 974 - 48,449
Other (1) (20,547) 375 (1) - (20,923)
----------------------------------------------------------------------
Sale of Residential
Development Project - - - - -
----------------------------------------------------------------------
Total Residential Group
Comparable 106,288 2,716 26,577 - 130,149
----------------------------------------------------------------------
Total 154,437 7,129 32,987 6,486 186,781
Total Rental Properties
Comparable 528,410 22,460 58,806 - 564,756
----------------------------------------------------------------------
Total 646,189 29,383 64,136 6,486 687,428
Land Development Group (3) 2,914 (179) 538 - 3,631
The Nets (40,989) - 6,073 - (34,916)
Corporate Activities (45,712) - - - (45,712)
- --------------------------------------------------------------------------
Grand Total $562,402 $29,204 $70,747 $6,486 $610,431
- --------------------------------------------------------------------------
25
----------------------------------------------
Year Ended January 31, 2008
----------------------------------------------
Plus
Unconsoli-
dated
Invest- Pro-Rata
Full ments Plus Consoli-
Consoli- Less at Discon- dation
dation Minority Pro- tinued (Non-
(GAAP) Interest Rata Operations GAAP)
----------------------------------------------
Commercial Group
Retail
Comparable $226,952 $9,620 $23,788 $- $241,120
----------------------------------------------------------------------
Total 248,438 13,126 24,359 - 259,671
Office Buildings
Comparable 180,513 10,313 6,079 - 176,279
----------------------------------------------------------------------
Total 199,624 12,537 6,677 - 193,764
Hotels
Comparable 14,096 - 1,104 - 15,200
----------------------------------------------------------------------
Total 15,013 118 2,610 - 17,505
Earnings from Commercial
Land Sales 23,555 1,670 - - 21,885
Other (1) (17,470) 3,047 (402) - (20,919)
----------------------------------------------------------------------
Total Commercial Group
Comparable 421,561 19,933 30,971 - 432,599
----------------------------------------------------------------------
Total 469,160 30,498 33,244 - 471,906
Residential Group
Apartments
Comparable 103,283 2,865 29,429 - 129,847
----------------------------------------------------------------------
Total 119,834 3,542 38,075 11,777 166,144
Military Housing
Comparable (2) - - - - -
----------------------------------------------------------------------
Total 28,873 - 1,823 - 30,696
Other (1) (21,113) 175 - - (21,288)
----------------------------------------------------------------------
Sale of Residential
Development Project 17,830 - - - 17,830
----------------------------------------------------------------------
Total Residential Group
Comparable 103,283 2,865 29,429 - 129,847
----------------------------------------------------------------------
Total 145,424 3,717 39,898 11,777 193,382
Total Rental Properties
Comparable 524,844 22,798 60,400 - 562,446
----------------------------------------------------------------------
Total 614,584 34,215 73,142 11,777 665,288
Land Development Group (3) 43,396 5,194 676 - 38,878
The Nets (20,878) - 3,427 - (17,451)
Corporate Activities (41,916) - - - (41,916)
- --------------------------------------------------------------------------
Grand Total $595,186 $39,409 $77,245 $11,777 $644,799
- --------------------------------------------------------------------------
26
--------------------------------
% Change
--------------------------------
Full Pro-Rata
Consolidation Consolidation
(GAAP) (Non-GAAP)
--------------------------------
Commercial Group
Retail
Comparable 0.9% 0.3%
----------------------------------------------------------------------
Total
Office Buildings
Comparable (0.9%) 1.2%
----------------------------------------------------------------------
Total
Hotels
Comparable 1.0% (4.9%)
----------------------------------------------------------------------
Total
Earnings from Commercial
Land Sales
Other (1)
Total Commercial Group
Comparable 0.1% 0.5%
----------------------------------------------------------------------
Total
Residential Group
Apartments
Comparable 2.9% 0.2%
----------------------------------------------------------------------
Total
Military Housing
Comparable (2)
----------------------------------------------------------------------
Total
Other (1)
----------------------------------------------------------------------
Sale of Residential
Development Project
----------------------------------------------------------------------
Total Residential Group
Comparable 2.9% 0.2%
----------------------------------------------------------------------
Total
Total Rental Properties
Comparable 0.7% 0.4%
----------------------------------------------------------------------
Total
Land Development Group (3)
The Nets
Corporate Activities
- --------------------------------------------------------------------------
Grand Total
- --------------------------------------------------------------------------
(1) Includes write-offs of abandoned development projects, non- capitalizable
development costs and unallocated management and service company overhead,
net of historic and new market tax credit income.
(2) Comparable NOI for Military Housing commences once the operating projects
complete initial development phase.
(3) Includes a reduction in value during the year ended January 31, 2009 of a
bond performance fee due from Lehman Brothers of $13,816 at full
consolidation and $12,434 at pro-rata consolidation at our Stapleton
project.
27
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
- --------------------
January 31, 2009
2008 Openings and Acquisitions (14)
FCE Pro-
Date Legal Rata
Dev (D) Opened / Ownership FCE %
Property Location Acq (A) Acquired % (h) (h)(1)
- -------- -------- ------- -------- --------- ------
Retail Centers:
Orchard Town Center Westminster, CO D Q1-08 100.0% 100.0%
Shops at Wiregrass Tampa, FL D Q3-08 50.0% 100.0%
White Oak Village Richmond, VA D Q3-08 50.0% 100.0%
Office:
818 Mission San Francisco,
Street(c) CA A Q1-08 50.0% 50.0%
Johns Hopkins -
855 North East
Wolfe Street Baltimore, MD D Q1-08 76.6% 76.6%
Mesa Del Sol Town Albuquerque,
Center (c) NM D Q4-08 47.5% 47.5%
Mesa Del Sol - Albuquerque,
Fidelity (c)(e) NM D Q4-08/Q3-09 47.5% 47.5%
Residential:
Lucky Strike Richmond, VA D Q1-08 100.0% 100.0%
Uptown Apartments
(c) (e) Oakland, CA D Q1-08/Q4-08 50.0% 50.0%
Mercantile Place
on Main (e) Dallas, TX D Q1-08/Q4-08 100.0% 100.0%
Barrington Place
(c) Raleigh, NC A Q3-08 49.0% 49.0%
Legacy Arboretum
(c) Charlotte, NC A Q3-08 49.0% 49.0%
Hamel Mill Lofts
(e) Haverhill, MA D Q4-08/Q2-09 100.0% 100.0%
Legacy Crossroads
(c)(e) Cary, NC A/D Q4-08/Q3-09 50.0% 50.0%
Total Openings
and Acquisitions (d)
- -------------------
Residential
Phased-In Units
(c)(e):
Cobblestone Court Painesville, OH D 2006-08 50.0% 50.0%
Sutton Landing Brimfield, OH D 2007-09 50.0% 50.0%
Stratford Crossing Wadsworth, OH D 2007-10 50.0% 50.0%
Total (g)
- -------------------
See Attached Footnotes
Cost at
FCE
Pro-Rata
Total Share
Cost at Full Cost (Non- Sq. ft./ Gross
Consolidation at 100% GAAP)(b) No. of Leasable
Property (GAAP) (a) (2) (1)X(2) Units Area
- -------- ------------- ------- -------- ------- -------
(in millions)
--------------------------
Retail Centers:
Orchard Town
Center $165.0 $165.0 $165.0 980,000 565,000 (f)
Shops at
Wiregrass 150.8 150.8 150.8 642,000 352,000
White Oak
Village 67.4 67.4 67.4 800,000 294,000
---- ---- ---- ------- -------
$383.2 $383.2 $383.2 2,422,000 1,211,000
------ ------ ------ ========= =========
Office:
818 Mission
Street (c) $0.0 $20.6 $10.3 28,000
Johns
Hopkins -
855
North Wolfe
Street 102.2 102.2 73.3 279,000 (i)
Mesa Del Sol
Town
Center (c) 0.0 18.7 8.9 74,000 (j)
Mesa Del Sol
- Fidelity (c)(e) 0.0 26.7 12.7 210,000
--- ---- ---- -------
$102.2 $168.2 $105.2 591,000
------ ------ ------ =======
Residential:
Lucky Strike $37.9 $37.9 $37.9 131
Uptown
Apartments (c)(e) 0.0 209.8 104.9 665
Mercantile
Place on
Main (e) 143.7 143.7 143.7 366 (k)
Barrington
Place (c) 0.0 23.2 11.4 274
Legacy
Arboretum (c) 0.0 22.4 11.0 266
Hamel Mill
Lofts (e) 76.0 76.0 76.0 305
Legacy
Crossroads (c)(e) 0.0 41.0 20.5 344
--- ---- ---- ---
$257.6 $554.0 $405.4 2,351
------ ------ ------ =====
------ -------- ------
Total Openings and
Acquisitions (d) $743.0 $1,105.4 $893.8
====== ======== ======
- -------------
Residential
Phased-In Opened
Units (c)(e): in '08 / Total
--------------
Cobblestone Court $0.0 $24.6 $12.3 96/304
Sutton Landing 0.0 15.9 8.0 156/216
Stratford Crossing 0.0 25.3 12.7 108/348
--- ---- ---- -------
Total (g) $0.0 $65.8 $33.0 360/868
==== ===== ===== =======
- ------------
See Attached Footnotes
28
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
January 31, 2009
Under Construction (8)
FCE Pro-
Legal Rata
Dev (D) Anticipated Owner- FCE % (h)
Property Location Acq (A) Opening ship %(h) (1)
- -------- -------- ------- ----------- --------- ---------
Retail Centers:
Promenade at
Temecula Temecula,
Expansion CA D Q1-09 75.0% 100.0%
East River Manhattan,
Plaza (c)(e) NY D Q4-09/Q1-10 35.0% 50.0%
Village at Hallandale,
Gulfstream FL D Q1-10 50.0% 50.0%
Ridge Yonkers,
Hill (e) NY D Q3-10/11 70.0% 100.0%
Office:
Waterfront
Station
- East 4th
& West 4th Washington,
Buildings D.C. D Q1-10 45.0% 45.0%
Residential:
80 Dekalb Brooklyn,
Avenue (e) NY D Q3-09/Q1-10 70.0% 100.0%
Presidio San Francisco,
CA D Q2-10 100.0% 100.0%
Beekman (e) Manhattan,
NY D Q2-10/11 49.0% 70.0%
Total Under
Construction (l)
Residential
Phased-In
Units (c)(e):
Sutton Brimfield,
Landing OH D 2007-09 50.0% 50.0%
Stratford Wadsworth,
Crossing OH D 2007-10 50.0% 50.0%
Total (m)
January 31, 2009 Cost at
Under Construction (8) FCE
Total Pro-Rata
Cost at Full Cost Share Sq. ft./ Gross Lease
Consolidation at (Non-GAAP)(b) No. of Leasable Commit-
Property (GAAP) (a) 100%(2) (1) X (2) Units Area ment %
- -------- ------------- ------- ----------- -------- -------- -------
(in millions)
-----------------------------
Retail Centers:
Promenade at
Temecula
Expansion $106.5 $106.5 $106.5 127,000 127,000 61%
East River 0.0 392.2 196.1 517,000 517,000 74%
Plaza (c) (e)
Village at 200.8 200.8 100.4 500,000 500,000(n) 50%
Gulfstream
Ridge Hill (e) 685.5 685.5 685.5 1,200,000 1,200,000(o) 21%
------ ------ ------ --------- ---------
992.8 $1,385.0 $1,088.5 2,344,000 2,344,000
------ ------- ------- ========= =========
Office:
Waterfront
Station
- East 4th
& West 4th
Buildings $330.6 $330.6 $148.8 628,000 (p) 98%
------ ------ ------ =======
Residential:
80 Dekalb Avenue
(e) $163.3 $163.3 $163.3 365
Presidio 108.3 108.3 108.3 161
Beekman (e) 875.7 875.7 613.0 904
----- ----- ----- ---
$1,147.3 $1,147.3 $884.6 1,430
-------- -------- ------ =====
Total Under
Construction -------- -------- --------
(l) $2,470.7 $2,862.9 $2,121.9
======== ======== ========
Residential Under Const. / Total
Phased-In --------------------
Units (c) (e):
Sutton Landing $0.0 $15.9 $8.0 36/216
Stratford
Crossing 0.0 25.3 12.7 132/348
---- ---- ---- -------
Total (m) $0.0 $41.2 $20.7 168/564
==== ===== ===== =======
See Attached Footnotes
Military Housing - see Footnote q
29
2008 FOOTNOTES
--------------
( a ) Amounts are presented on the full consolidation method of accounting, a
GAAP measure. Under full consolidation, costs are reported as consolidated at
100 percent if we are deemed to have control or to be the primary beneficiary of
our investments in the variable interest entity ("VIE").
( b ) Cost at pro-rata share represents Forest City's share of cost, based on
the Company's pro-rata ownership of each property (a non-GAAP measure). Under
the pro-rata consolidation method of accounting the Company determines its
pro-rata share by multiplying its pro-rata ownership by the total cost of the
applicable property.
( c ) Reported under the equity method of accounting. This method represents a
GAAP measure for investments in which the Company is not deemed to have control
or to be the primary beneficiary of our investments in a VIE.
( d ) The difference between the full consolidation cost amount (GAAP) of $743.0
million to the Company's pro-rata share (a non-GAAP measure) of $893.8 million
consists of a reduction to full consolidation for minority interest of $28.9
million of cost and the addition of its share of cost for unconsolidated
investments of $179.7 million.
( e ) Phased-in openings. Costs are representative of the total project.
( f ) Includes 177,000 square feet for Target and 97,000 square feet for JC
Penney that opened in Q3-06, as well as 16,000 square feet of office space.
( g ) The difference between the full consolidation cost amount (GAAP) of $0.0
million to the Company's pro-rata share (a non-GAAP measure) of $33.0 million
consists of the Company's share of cost for unconsolidated investments of $33.0
million.
( h ) As is customary within the real estate industry, the Company invests in
certain real estate projects through joint ventures. For some of these projects,
the Company provides funding at percentages that differ from the Company's legal
ownership.
( i ) Includes 20,000 square feet of retail space.
( j ) Includes 22,000 square feet of retail space.
( k ) Includes 18,000 square feet of retail space.
( l ) The difference between the full consolidation cost amount (GAAP) of
$2,470.7 million to the Company's pro-rata share (a non-GAAP measure) of
$2,121.9 million consists of a reduction to full consolidation for minority
interest of $544.9 million of cost and the addition of its share of cost for
unconsolidated investments of $196.1 million.
( m ) The difference between the full consolidation cost amount (GAAP) of $0.0
million to the Company's pro-rata share (a non-GAAP measure) of $20.7 million
consists of the Company's share of cost for unconsolidated investments of $20.7
million. ( n ) Includes 86,000 square feet of office space.
( o ) Includes 156,000 square feet of office space.
( p ) Includes 85,000 square feet of retail space.
( q ) Below is a summary of our equity method investments for Military Housing
Development projects. The Company provides services for these projects including
development, construction, and management and receives agreed upon fees for
these services.
30
Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information
Development Pipeline
Anticipated FCE
Property Location Opening Pro-Rata % (h)
- -------- -------- ----------- --------------
Military Housing:
- - Openings (1)
Ohana Military
Communities,
Hawaii
Increment I Honolulu, HI 2005-Q2-08 *
Military Housing
Under
Construction (7)
Midwest Millington Memphis, TN 2008-2009 *
Navy Midwest Chicago, IL 2006-2009 *
Air Force Academy Colorado Springs, CO 2007-2009 50.0%
Marines, Hawaii Honolulu, HI 2007-2010 *
Increment II
Navy, Hawaii Honolulu, HI 2007-2010 *
Increment III
Pacific Northwest Seattle, WA 2007-2010 *
Communities
Hawaii Phase IV Kaneohe, HI 2007-2014 *
Total Under
Construction
Total Military
Housing (8)
Cost at Full Total Cost Sq.ft./
Property Consolidation (a) at 100% No. of Units
- -------- ----------------- ---------- ------------
(in millions)
--------------------
Military Housing:
- - Openings (1)
Ohana Military
Communities,
Hawaii Increment I $0.0 $316.5 1,952
-----------------------------------
Military Housing
Under
Construction (7)
Midwest Millington 0.0 38.1 318
Navy Midwest 0.0 264.7 1,658
Air Force Academy 0.0 80.4 427
Marines, Hawaii
Increment II 0.0 338.8 1,175
Navy, Hawaii
Increment III 0.0 614.6 2,520
Pacific Northwest
Communities 0.0 277.0 2,986
Hawaii Phase IV 0.0 394.3 917
-----------------------------------
Total Under
Construction 0.0 2,007.9 10,001
-----------------------------------
Total Military
Housing (8) $0.0 $2,324.4 11,953
===================================
* The Company's share of residual cash flow ranges from 0-20% during the
life cycle of the project.
31