Forest City Reports 2014 Second-Quarter and Year-to-Date Results - Operating FFO increases 68 percent over Q2 2013

- FFO in line with consensus estimates, after one-time items

- Overall Comp NOI up 5 percent, with increases in all major property types

- Greenland USA JV closing accelerates Pacific Park Brooklyn (formerly Atlantic Yards) project

- Non-cash impairments reflect ongoing focus on disposition of assets in non-core markets

CLEVELAND, Aug. 6, 2014 /PRNewswire/ -- Forest City Enterprises, Inc. (NYSE: FCEA and FCEB) today announced Operating FFO, FFO, net earnings/loss and revenues for the three and six months ended June 30, 2014.

Operating FFO

Operating FFO for the three months ended June 30, 2014 was $60.2 million, a 68 percent increase compared with $35.8 million for the three months ended June 30, 2013. For the first half of 2014 Operating FFO was $108.7 million, compared with $69.9 million for the six months ended June 30, 2013. (Note that due to the company's change to a calendar yearend, which was effective December 31, 2013, prior-year second-quarter and year-to-date results referenced in this press release are for the three and six months ended June 30, 2013, periods not previously reported by the company.)

Positive factors impacting second-quarter 2014 Operating FFO, compared with the second quarter of 2013, included reduced corporate activities of $8.4 million (of which $5.0 million was reduced corporate interest expense), increased net operating income from the company's mature portfolio of $6.4 million, higher land sales at Stapleton in Denver of $5.3 million, decreased interest expense on the mature portfolio of $4.7 million, and increased Operating FFO from new property openings of $3.5 million.  In addition, the company had increased Operating FFO from other sources of $10.3 million, driven primarily by reduced expensed overhead as the company has activated entitled development opportunities. These positive factors were partially offset by reduced Operating FFO from properties sold or joint ventured of $14.2 million.

Factors impacting Operating FFO for the quarter and year to date are illustrated in bridge diagrams included in the company's second-quarter 2014 supplemental package furnished to the Securities and Exchange Commission (SEC) and available on the company's website, www.forestcity.net.

Operating FFO is a non-GAAP measure derived from FFO. The company believes Operating FFO provides investors with additional information about its core operations. Included with this press release is a table reconciling FFO to Operating FFO.

FFO

Total FFO for the three months ended June 30, 2014 was $53.1 million, or $0.24 per share, compared with $64.1 million, or $0.30 per share, for the three months ended June 30, 2013. Year-to-date FFO was $108.5 million, compared with $119.6 million for the six months ended June 30, 2013. Per-share amounts are on a fully diluted basis.

In addition to the factors listed above related to Operating FFO, second-quarter 2014 FFO results were negatively impacted primarily by a lower quarter-over-quarter tax benefit of $12.0 million and by the net loss on disposition of partial interest related to the closing of the company's joint venture with Greenland USA of $16.2 million.

FFO and FFO per share are non-GAAP measures commonly used by publicly traded real estate companies. Included with this press release is a table reconciling net earnings (loss), the most comparable GAAP measure, to FFO.

Net Earnings/Loss

For the three months ended June 30, 2014, the net loss attributable to Forest City Enterprises, Inc. was $93.0 million, compared with a net loss of $34.9 million for the second quarter of 2013. For the first six months of 2014, the net loss attributable to Forest City Enterprises, Inc. was $77.5 million, compared with a net loss of $54.5 million for the six months ended June 30, 2013.  In addition to the factors mentioned previously related to Operating FFO and FFO, the net loss variance in the second quarter was negatively impacted by higher non-cash impairment of depreciable rental properties, net of tax, of $78.3 million.

The second-quarter 2014 net loss attributable to common shareholders was $93.0 million, or $0.47 per share, compared with a net loss of $34.9 million, or $0.18 per share for the same period in 2013. The year-to-date net loss attributable to common shareholders was $77.5 million, or $0.39 per share, compared with a net loss of $54.7 million, or $0.29 per share for the six months ended June 30, 2013.  Per-share amounts are on a fully diluted basis.

Additional explanations of factors impacting FFO, Operating FFO and net earnings/loss for the three and six months ended June 30, 2014, are included in the company's second-quarter 2014 supplemental package furnished to the SEC and available on the company's website, www.forestcity.net.

Revenues

Consolidated revenues for the three months ended June 30, 2014, were $229.6 million, compared with $277.9 million for the second quarter of 2013. Year-to-date consolidated revenues were $479.2 million, compared with $547.9 million for the six months ended June 30, 2013.  The year-over-year variance for both the second quarter and year to date was primarily related to the company's 2013 regional mall joint venture with QIC, which resulted in the change from full consolidation accounting to equity method accounting for seven of the malls included in the joint venture.

Commentary

"We are pleased with our strong results for the second quarter," said David J. LaRue, Forest City president and chief executive officer. "We believe this solid performance validates our strategy of focusing on high-growth core markets and high-quality properties. The mature portfolio recorded a meaningful quarter-over-quarter increase in Comp NOI, up five percent overall, with growth in all major property types.

"Operating FFO was up significantly, compared with the same period in 2013, even after the short-term dilutive impact of our strategic partnerships and non-core asset dispositions. FFO results were impacted by a significantly lower tax benefit in the period, compared with the second quarter of 2013, and by a net loss on disposition of partial interest related to the completion of our joint venture with Greenland USA.  The net loss was driven by an unfavorable ruling during the quarter in a condemnation proceeding for a land parcel at the project. While we are appealing this ruling, we have recognized the higher than anticipated costs in our second-quarter results. Absent these impacts, FFO results would have been in line with consensus estimates.

"On June 30, we closed our Atlantic Yards joint venture with Greenland USA.  We received approximately $200 million in cash from the formation of the JV, and Greenland acquired 70 percent of the project and assumed a proportionate share of project costs going forward. Earlier this week, we introduced a new name for the development - Pacific Park Brooklyn - which reflects both the location of Pacific Street as a main thoroughfare, and the eight acres of open space that will be a significant resident and community amenity. In addition, we announced the selection of architects for the next three buildings and the public park.  We expect to start two 100-percent affordable rental buildings and one condominium building within the next 12 months, with the first all-affordable building started by yearend 2014.

"Our joint venture with Greenland USA not only accelerates the Pacific Park Brooklyn project, and the affordable housing component in particular, but it also significantly reduces overall development risk for Forest City.  With the closing, our development ratio - the total cost of projects under construction and development as a percent of total assets - stands at approximately 6.6 percent. As we continue to activate new development opportunities from our pipeline, this percentage will increase, however, not above our established strategic guideline of no more than 15 percent.

"Highlights for the quarter included strong performance of our apartment portfolio, which had Comp NOI growth above published peer averages driven by continued rent growth and strong occupancies.  As anticipated, our office portfolio experienced strong Comp NOI growth with an increase of 7.1 percent, as the majority of the prior vacancy at One Pierrepont Plaza in Brooklyn has leased up.  Less than one quarter of the approximately 300,000-square-foot vacancy remains to be leased.  We expect to see continued strong Comp NOI growth in office for the balance of 2014.

"In our comparable regional malls, strong growth in new, same-space leases - up nearly 25 percent over prior rents on a rolling 12-month basis - shows the quality of our focused portfolio, as well as early benefits from our re-merchandising and renovation programs. Mall sales per square foot reached $515 on a rolling twelve-month basis. 

"Barclays Center and Westchester's Ridge Hill continue to contribute to bottom-line results, with a combined $3.6 million increase in Operating FFO in the quarter, compared with the second quarter of 2013. Stapleton in Denver continues to perform very well, with a $5.3 million increase in land sales in the second quarter, compared with the same period last year.

"The net loss for the quarter was impacted by $129.8 million in non-cash impairments of assets in non-core markets.  During the quarter, we entered into active negotiations with a single prospective buyer for our Tower City assets, excluding Terminal Tower, in Cleveland. This required us to recognize these non-cash charges on three of the Tower City assets, including Terminal Tower.

"Early in the second quarter, we confirmed that we are exploring the potential sale of our minority interest in the NBA Brooklyn Nets. There has been significant interest from qualified prospective buyers, and we are working with our majority partner to maximize the value of the team in any potential sale. Our goal is to conclude a sale of our interest by yearend, but no transaction can be assured."

NOI, Occupancies and Rent

Overall comparable NOI increased 5.0 percent for the three months ended June 30, 2014, compared with the same period in 2013, with increases of 2.3 percent in retail, 4.6 percent in apartments and 7.1 percent in office.

Comparable office occupancies decreased to 92.1 percent at June 30, 2014, compared with 92.6 percent at June 30, 2013. The drop in the quarter was related to a 145,000-square-foot vacancy at the end of the quarter at the company's University Park at MIT tech/office park in Cambridge. For the rolling 12-month period ended June 30, 2014, rent per square foot in new office same-space leases increased 6.5 percent over prior rents.

In the retail portfolio, sales in the company's regional malls averaged $515 per square foot on a rolling 12-month basis, up from $509 per square foot at March 31, 2014, and from $480 per square foot at June 30, 2013. This improvement reflects the company's continued focus on a portfolio of highly productive malls in strong markets.  For the rolling 12-month period ended June 30, 2014, new, same-space leases in the company's regional malls increased 24.9 percent over prior rents. At June 30, 2014, comparable retail occupancies were 94.2 percent, up from 94.0 percent at June 30, 2013.

In the residential portfolio, average monthly rents for the company's comparable apartments rose to $1,386 year to date, a 3.4 percent increase compared with $1,341 for the six months ended June 30, 2013. Comparable average rents in the company's core markets were $1,830, a 3.9 percent increase from $1,762 for the comparable period in 2013. Comparable economic occupancies year to date were 94.7 percent, flat compared with the same period in 2013.

Comparable NOI, defined as NOI from stabilized properties operated in the three months ended June 30, 2014 and 2013, 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 NOI on the full-consolidation method and a reconciliation of NOI to earnings (loss) before income taxes.

Debt Maturities, Financing Activity and Liquidity

Since December 31, 2013, the company has addressed, through closed loans and committed financings, $709.2 million at full consolidation ($839.8 million at its pro-rata share) of the $840.0 million at full consolidation ($1.1 billion at pro-rata) of long-term debt maturities coming due in fiscal year 2014.  Additionally, since December 31, 2013, the company addressed $341.9 million ($417.5 million at pro-rata), of loans maturing in future years.

At June 30, 2014, the company's overall weighted-average cost of debt decreased to 4.88 percent, compared with 4.95 percent at July 31, 2013. Fixed-rate debt represented 77 percent of total debt at June 30, 2014. The company's weighted-average life of its debt increased to 8.7 years at June 30, 2014, from 6.9 years at July 31, 2013.

At June 30, 2014, the company had $456.9 million ($490.8 million at the company's pro-rata share) in cash on its balance sheet and $143.1 million of available capacity on its bank revolving credit facility. Cash and available credit levels on June 30 were impacted by the closing that day of the company's joint venture with Greenland USA. On July 1, the company paid down $196 million in borrowings on its credit facility.

Openings and Projects Under Construction and Development

During the second quarter, the company began phased openings of two new properties, Radian, a 240-unit apartment community in Boston, and Twelve12, a mixed-use apartment property with 218 rental units above a ground-level grocery store and a fitness facility/health spa in Washington, D.C.

At June 30, 2014, Forest City had seven projects under construction at a total cost of $296.5 million at full consolidation ($248.2 million at the company's pro-rata share). Projects currently under construction include the following:

  • 2175 Market Street, an 88-unit apartment project in San Francisco, is expected to open in the third quarter of 2014.
  • 3700M, a 381-unit apartment project in Dallas, is expected to begin phased opening in the third quarter of 2014.
  • Winchester Lofts, a 158-unit adaptive reuse apartment project in New Haven, Connecticut, is expected to begin phased opening in the third quarter of 2014.
  • B2 BKLYN, a 363-unit residential tower and the first apartment building at Pacific Park Brooklyn, is expected to open in the fourth quarter of 2015. Construction has reached the tenth floor, representing 104 of the 363 units at completion.
  • Antelope Valley Mall, a regional mall in Palmdale, California, is undergoing a 99,000-square-foot expansion and redevelopment of the former Harris/Gottschalks building, with work expected to be completed in the fourth quarter of 2014. The expansion will be anchored by a Dick's Sporting Goods and will also feature an expanded H&M presence.
  • Galleria at Sunset, a regional mall in Henderson, Nevada, near Las Vegas, is undergoing a renovation and 32,000-square-foot restaurant-driven expansion that is expected to be completed in the second quarter of 2015. New tenants will include Brio, Sugar Factory, and Larsen's Grill.
  • 300 Massachusetts Avenue, a 246,000-square-foot, fully leased office building at University Park at MIT in Cambridge, is expected to be completed in the first quarter of 2016.

Major projects under development include Pacific Park Brooklyn (formerly Atlantic Yards) and The Yards in Washington, D.C., as well as Stapleton in Denver and planned projects that are part of the company's residential development fund with the Arizona State Retirement System (ASRS). Anticipated starts from the development pipeline in the next 12 to 18 months include the following:

  • At Pacific Park Brooklyn, the company, together with its partner, Greenland USA, expects to commence construction on three new buildings in the near term. Two will be 100 percent affordable rental apartments, and the third will be condominiums. The company expects to start the first affordable building before the end of 2014, the condominium building by the first quarter of 2015, and the second all-affordable apartment building by mid-2015.
  • In the company's ASRS residential development fund, five additional apartment project starts are anticipated in the near term. These include two projects in Los Angeles, two in Washington D.C., and one in Philadelphia.

In total, these and other near-term residential starts represent approximately 3,800 rental residential units, with total costs of just over $1.7 billion, or approximately $500 million at the company's pro-rata share. In addition to these residential projects, the company expects to start a smaller number of commercial projects, including the Cornell NYC Tech project on Roosevelt Island in New York City.  Even with this significant level of new starts, the company will maintain a development ratio well below its stated maximum ceiling of 15 percent.

Outlook

"We are pleased with the performance of our business in the second quarter and first half," said LaRue. "The solid growth in Comp NOI across our operating portfolio is a direct result of our strategy of focusing on high-value properties in key core markets. We have worked hard over the past several years to improve that focus, and to deleverage, de-risk and transform the business.  These strategies will continue to drive growth in the future.

"Forest City has built - and continues to build - a unique real estate portfolio, and the strength of that portfolio can be seen in our operating results. By continuing to execute against our key strategies, and by remaining flexible to changing conditions and opportunities, we expect to continue to create significant value for shareholders and other stakeholders."

Change in Fiscal Yearend

Due to the change of our fiscal yearend to December 31 from January 31, effective December 31, 2013, certain prior periods have been recast to present information for the three and six months ended June 30, 2013 for comparability purposes to the three and six months ended June 30, 2014.

Corporate Description

Forest City Enterprises, Inc. is an NYSE-listed national real estate company with $8.6 billion in total assets. The company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. For more information, visit www.forestcity.net.

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 furnish to the SEC on Form 8-K. The supplemental package includes operating and financial information for the for the quarter ended June 30, 2014, with reconciliations of non-GAAP financial measures, such as Operating FFO, FFO, NOI, comparable NOI and results prepared using the pro-rata consolidation method, to their most directly comparable GAAP financial measures.

FFO

The company uses FFO, along with net earnings (loss) to report its operating results. The majority of the company's peers in the publicly traded real estate industry are Real Estate Investment Trusts ("REITs") and report operations using FFO as defined by the National Association of Real Estate Investment Trusts ("NAREIT"). FFO provides supplemental information about the company's operations. Although FFO is not presented in accordance with GAAP, the company believes it is necessary to understand its business and operating results, along with net earnings, the most comparable GAAP measure.

FFO is defined by NAREIT as net earnings (loss) excluding the following items, at the company's proportionate share: i) gain (loss) on disposition of rental properties, divisions and other investments (net of tax); ii) non-cash charges for real estate depreciation and amortization; iii) impairment of depreciable real estate (net of tax); iv) extraordinary items (net of tax); and v) cumulative or retrospective effect of change in accounting principle (net of tax). Net earnings (loss), the most comparable financial measure calculated in accordance with GAAP, is reconciled to FFO in the table titled Reconciliation of Net Earnings (Loss) to FFO below and in the company's supplemental package, which the company will furnish to the SEC on Form 8-K.

Operating FFO

The company defines Operating FFO as FFO adjusted to exclude: i) activity related to our land held for divestiture (including impairment charges); ii) impairment of non-depreciable real estate; iii) write-offs of abandoned development projects; iv) income recognized on state and federal historic and other tax credits; v) gains or losses from extinguishment of debt; vi) change in fair market value of nondesignated hedges; vii) gains or losses on change in control of interests; viii) the adjustment to recognize rental revenues and rental expense using the straight-line method; ix) participation payments to ground lessors on refinancing of our properties; x) other transactional items; xi) the Nets pre-tax FFO; and xii) income taxes on FFO. The company believes its presentation of FFO and Operating FFO provides important supplemental information to its investors. Operating FFO may not be directly comparable to similarly titled measures reported by other companies.

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 below and throughout its supplemental package, which the company will furnish to the SEC on Form 8-K.

NOI

NOI, a non-GAAP measure, is defined as revenues (excluding straight-line rent adjustments) less operating expenses (including depreciation and amortization for non-real estate groups) plus interest income, equity in earnings (loss) of unconsolidated entities (excluding gain (loss) on disposition, gain (loss) on land held for divestiture activity, impairment, interest expense, gain (loss) on extinguishment of debt and depreciation and amortization of unconsolidated entities). The company believes NOI provides additional information about the company's core operations and, along with earnings, is necessary to understand the business and operating results.  NOI may not be directly comparable to similarly-titled measures reported by other companies.

Comparable NOI

In addition to NOI, the company uses comparable NOI as a metric to evaluate performance of its operating rental property portfolio, specifically for multi-family, office and retail properties. This measure provides a same-store comparison of operating results of all stabilized properties that are open and operating in both periods presented. Write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income, are not directly attributable to an operating property and are considered non-comparable NOI. In addition, certain income and expense items at the property level, such as lease termination income, real estate tax assessments or rebates and participation payments as a result of refinancing transactions and NOI impacts of changes in ownership percentages, are removed from comparable NOI and are included in non-comparable NOI. Other properties and activities such as Arena, hotels, subsidized senior housing, military housing, the Nets, corporate activities and land are not evaluated on a same-store basis and the NOI from these properties and activities are considered non-comparable NOI.

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 lending and capital market conditions on its liquidity, ability to finance or refinance projects and repay its debt, the impact of the current economic environment on its ownership, development and management of its commercial real estate portfolio, general real estate investment and development risks, using modular construction as a new construction methodology and investing in a facility to produce modular units, vacancies in its properties, further downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts, risks of owning and operating an arena, risks associated with an investment in a professional sports team, its substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by its credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of its insurance carriers, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, changes in federal, state or local tax laws, volatility in the market price of its publicly traded securities, inflation risks, litigation risks, cybersecurity risks and cyber incidents, 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.

 

Reconciliation of Net Earnings (Loss) to FFO






The table below reconciles net earnings (loss), the most comparable GAAP measure, to FFO, a non-GAAP measure.









Three Months Ended June 30,


Six Months Ended June 30,


2014

2013


2014

2013


(in thousands)

Net loss attributable to Forest City Enterprises, Inc.

$              (92,992)

$              (34,940)


$              (77,472)

$              (54,531)

Depreciation and Amortization—Real Estate Groups

75,661

97,422


146,667

182,026

Impairment of depreciable rental properties

129,059

1,175


129,059

1,175

(Gain) loss on disposition of full or partial interests in rental properties

(17,366)

1,510


(68,461)

(14,126)

Income tax expense (benefit) adjustment — current and deferred (1):






Gain (loss) on disposition of full or partial interests in rental properties

8,820

(649)


28,718

5,472

Impairment of depreciable rental properties

(50,053)

(456)


(50,053)

(456)

FFO

$               53,129

$               64,062


$             108,458

$             119,560







FFO Per Share - Diluted






Numerator (in thousands):






FFO

$               53,129

$               64,062


$             108,458

$             119,560

If-Converted Method (adjustments for interest, net of tax):






3.625% Notes due 2014

513


1,623

5.000% Notes due 2016

382

382


765

765

4.250% Notes due 2018

2,277

2,277


4,554

4,554

3.625% Notes due 2020

1,664


3,328

FFO for per share data

$               57,452

$               67,234


$             117,105

$             126,502

Denominator:






Weighted average shares outstanding—Basic

198,341,355

191,357,242


198,041,879

187,604,085

Effect of stock options, restricted stock and performance shares

1,540,864

1,802,779


1,733,435

1,624,399

Effect of convertible preferred stock


279,333

Effect of convertible debt

32,138,215

26,103,680


32,138,215

29,781,161

Effect of convertible Class A Common Units

3,461,710

3,646,755


3,553,721

3,646,755

Weighted average shares outstanding - Diluted

235,482,144

222,910,456


235,467,250

222,935,733

FFO Per Share

$                   0.24

$                   0.30


$                   0.50

$                   0.57













(1) The following table provides detail of income tax expense (benefit):


Three Months Ended June 30,


Six Months Ended June 30,


2014

2013


2014

2013


(in thousands)

Income tax expense (benefit) on FFO






Operating Earnings:






Current taxes

$              (15,215)

$              (11,870)


$                (6,582)

$              (45,377)

Deferred taxes

10,939

(4,372)


(3,017)

20,989

Total income tax expense (benefit) on FFO

(4,276)

(16,242)


(9,599)

(24,388)







Income tax expense (benefit) on non-FFO






Disposition of full or partial interests in rental properties:






Current taxes

$              (13,292)

$                 7,618


$               15,756

$                 8,980

Deferred taxes

22,112

(8,267)


12,962

(3,508)

Disposition of full or partial interests in rental properties

8,820

(649)


28,718

5,472







Impairment of depreciable rental properties






Deferred taxes

$              (50,053)

$                   (456)


$              (50,053)

$                   (456)

Total income tax expense (benefit) on non-FFO

(41,233)

(1,105)


(21,335)

5,016

Grand Total

$              (45,509)

$              (17,347)


$              (30,934)

$              (19,372)

 

 

 

Reconciliation of FFO to Operating FFO - Pro-Rata Consolidation








Three Months Ended June 30,



Six Months Ended June 30,



2014

2013

% Change


2014

2013

% Change


(in thousands)



(in thousands)










FFO

53,129

$        64,062



$      108,458

$      119,560


Net gain on land held for divestiture activity

(1,803)



(19,407)


Impairment of non-depreciable real estate

770



770


Write-offs of abandoned development projects and demolition costs

933

657



933

13,553


Tax credit income

(5,480)

(5,961)



(9,427)

(11,408)


(Gain) loss on extinguishment of debt

1,189

4,982



1,622

4,173


Change in fair market value of nondesignated hedges

(1,681)

2,295



2,991

1,725


Net gain on change in control of interests

(2,762)



(2,759)

(2,762)


Straight-line rent adjustments

(841)

(3,423)



(3,375)

(6,533)


Participation payments

780



1,469

1,370


Non-outlot land sales

(8,927)



(8,927)


Net loss on disposition of partial interest in development project

16,211



16,211


Nets Pre-tax FFO

261

2,152



1,414

2,898


Income tax benefit on FFO

(4,276)

(16,242)



(9,599)

(24,388)


Operating FFO

$        60,215

$        35,810

68.2 %


$      108,708

$        69,854

55.6 %









Operating FFO Per Share - Diluted








Numerator (in thousands):








Operating FFO

$        60,215

$        35,810



$      108,708

$        69,854


If-Converted Method (adjustments for interest, pre-tax):








3.625% Notes due 2014

838



2,650


5.000% Notes due 2016

625

625



1,250

1,250


4.250% Notes due 2018

3,719



7,438


3.625% Notes due 2020

2,719



5,438


Operating FFO for per share data

$        67,278

$        37,273



$      122,834

$        73,754










Denominator:








Weighted average shares outstanding - Diluted (1)

235,482,144

206,760,581



235,467,250

206,785,858


Operating FFO Per Share

$            0.29

$            0.18



$            0.52

$            0.36










(1) For the three and six months ended June 30, 2013, weighted-average shares issuable upon the conversion of convertible debt of 16,149,875 were not included in the computation of diluted Operating FFO per share because their effect is anti-dilutive under the if-converted method. As a result, adjustments to Operating FFO are not required for interest expense of $3,719,000 and $7,438,000 for the three and six months ended June 30, 2013, respectively, related to these securities.










Three Months Ended June 30,



Six Months Ended June 30,



2014

2013



2014

2013



(in thousands)



(in thousands)


Operating FFO by segment:








Commercial Group

$        37,834

$        36,917



$        69,109

$        75,208


Residential Group

30,190

23,959



55,683

45,037


Arena

108

(2,100)



1,757

(3,494)


Land Group

12,305

5,701



23,931

9,721


Corporate Group

(20,222)

(28,667)



(41,772)

(56,618)


Operating FFO

$        60,215

$        35,810



$      108,708

$        69,854


 

 

 

Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP) (in thousands) 














Three Months Ended June 30, 2014


Three Months Ended June 30, 2013


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Unconsolidated
Investments at
Pro-Rata

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Unconsolidated
Investments at
Pro-Rata

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)

Total revenues

$        229,637

$       18,167

$           110,484

$               39

$          321,993


$       277,915

$       19,980

$             98,674

$        21,175

$      377,784

Exclude straight-line adjustment

(1,354)

20

(1,334)


(3,923)

(238)

(4,161)

Add interest and other income

12,375

566

(372)

11,437


11,775

476

128

112

11,539

Equity in earnings (loss) of unconsolidated entities

27,168

98

(27,719)

(649)


5,127

(1,154)

(9,656)

(3,375)

Exclude net gain on land held for divestiture of   unconsolidated entities


(682)

682

Exclude operating expenses of unconsolidated entities

47,566

(47,566)


45,425

(45,425)













Exclude (gain) loss on disposition of unconsolidated   entities

(16,090)

16,090


1,510

(1,510)

Exclude depreciation and amortization of unconsolidated   entities

22,968

(22,968)


19,041

(19,041)

Exclude interest expense of unconsolidated entities

27,905

(27,905)


23,845

(23,845)

Exclude loss on extinguishment of debt of unconsolidated   entities

44

(44)


7

(7)

Adjusted revenues

350,219

18,831

59

331,447


380,040

19,302

21,049

381,787

Operating expenses

145,807

9,623

47,566

(1,749)

182,001


187,006

13,492

45,425

10,160

229,099

Operating expenses of unconsolidated entities

47,566

(47,566)


45,425

(45,425)

Write-offs of abandoned development projects and   demolition costs

933

933


657

657

Non-Real Estate depreciation and amortization

1,090

1,090


1,171

1,171

Exclude straight-line rent adjustment

(493)

(493)


(738)

(738)

Adjusted operating expenses

194,903

9,623

(1,749)

183,531


233,521

13,492

10,160

230,189

Net operating income

$         155,316

$        9,208

$                   —

$          1,808

$           147,916


$       146,519

$         5,810

$                 —

$        10,889

$       151,598

Interest expense

(57,153)

(5,848)

(27,905)

(55)

(79,265)


(83,096)

(7,284)

(23,845)

(3,840)

(103,497)

Interest expense of unconsolidated entities

(27,905)

27,905


(23,845)

23,845

Loss on extinguishment of debt

(714)

(44)

(431)

(1,189)


(4,975)

(7)

(4,982)

Loss on extinguishment of debt of unconsolidated entities

(44)

44


(7)

7

Equity in (earnings) loss of unconsolidated entities

(27,168)

(98)

27,719

649


(5,127)

1,154

9,656

3,375

Net gain on land held for divestiture activity


1,121

682

1,803

Net gain on land held for divestiture activity of
  unconsolidated entities


682

(682)

Net loss on disposition of partial interest in development   project

(19,590)

(3,379)

(16,211)














Net gain (loss) on disposition of rental properties and partial
  interests in rental properties

16,090

1,276

17,366


(1,510)

(1,510)

Gain (loss) on disposition of unconsolidated entities

16,090

(16,090)


(1,510)

1,510

Impairment of consolidated and unconsolidated real estate

(129,829)

(129,829)


(1,175)

(1,175)

Depreciation and amortization—Real Estate Groups (a)

(58,228)

(4,747)

(22,180)

(75,661)


(79,281)

(4,353)

(18,287)

(4,207)

(97,422)

Amortization of mortgage procurement costs

(1,768)

(87)

(788)

(2,469)


(2,526)

(173)

(754)

(180)

(3,287)

Depreciation and amortization of unconsolidated entities

(22,968)

22,968


(19,041)

19,041

Straight-line rent adjustment

861

(20)

841


3,185

238

3,423

Earnings (loss) before income taxes

$       (173,100)

$      (4,951)

$             27,719

$           2,578

$         (137,852)


$        (69,076)

$       (4,846)

$               9,656

$         2,900

$       (51,674)













(a) Depreciation and amortization—Real Estate Groups

$           58,228

$        4,747

$             22,180

$                 —

$             75,661


$          79,281

$         4,353

$             18,287

$         4,207

$         97,422

     Depreciation and amortization—Non-Real Estate

1,090

1,090


1,171

1,171

Total depreciation and amortization

$           59,318

$        4,747

$               22,180

$                 —

$             76,751


$          80,452

$         4,353

$             18,287

$         4,207

$         98,593

 

 

 

Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP) (in thousands) (continued)














Six Months Ended June 30, 2014


Six Months Ended June 30, 2013


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Unconsolidated
Investments at
Pro-Rata

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Unconsolidated
Investments at
Pro-Rata

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)

Total revenues

$           479,174

$       43,107

$             220,942

$          7,029

$        664,038


$          547,881

$         43,721

$            199,601

$       46,280

$         750,041

Exclude straight-line adjustment

(4,388)

79

(4,309)


(7,526)

(475)

(8,001)

Add interest and other income

23,878

1,032

196

23,042


22,425

902

263

226

22,012

Equity in earnings (loss) of unconsolidated entities

61,197

77

(63,171)

(2,051)


15,267

(1,116)

(20,599)

(4,216)

Exclude net gain on land held for divestiture of
  unconsolidated entities


(2,511)

2,511

Exclude operating expenses of unconsolidated entities

98,080

(98,080)


93,531

(93,531)

Exclude (gain) loss on disposition of unconsolidated entities

(40,886)

40,886


1,510

(1,510)

Exclude depreciation and amortization of unconsolidated
  entities

44,572

(44,572)


38,162

(38,162)

Exclude interest expense of unconsolidated entities

55,905

(55,905)


49,384

(49,384)

Exclude (gain) loss on extinguishment of debt of unconsolidated
  entities

296

(296)


(811)

811

Adjusted revenues

717,828

44,216

7,108

680,720


757,312

43,507

46,031

759,836

Operating expenses

316,910

24,823

98,080

3,014

393,181


371,273

30,442

93,531

25,997

460,359

Operating expenses of unconsolidated entities

98,080

(98,080)


93,531

(93,531)













Write-offs of abandoned development projects and demolition 

  costs

933

933


13,553

13,553

Non-Real Estate depreciation and amortization

2,267

2,267


2,560

2,560

Exclude straight-line rent adjustment

(934)

(934)


(1,468)

(1,468)

Adjusted operating expenses

417,256

24,823

3,014

395,447


479,449

30,442

25,997

475,004

Net operating income

$           300,572

$       19,393

$                 —

$           4,094

$        285,273


$          277,863

$         13,065

$                  —

$        20,034

$         284,832

Interest expense

(119,605)

(12,376)

(55,905)

(5,538)

(168,672)


(164,579)

(14,416)

(49,384)

(7,822)

(207,369)

Interest expense of unconsolidated entities

(55,905)

55,905


(49,384)

49,384

Gain (loss) on extinguishment of debt

(878)

(296)

(448)

(1,622)


(4,948)

811

(36)

(4,173)

Gain (loss) on extinguishment of debt of unconsolidated entities

(296)

296


811

(811)

Equity in (earnings) loss of unconsolidated entities

(61,197)

(77)

63,171

2,051


(15,267)

1,116

20,599

4,216

Net gain (loss) on land held for divestiture activity


12,308

(4,588)

2,511

19,407

Net gain on land held for divestiture activity of
  unconsolidated entities


2,511

(2,511)

Net loss on disposition of partial interest in development
  project

(19,590)

(3,379)

(16,211)


Net gain (loss) on disposition of rental properties and partial
  interests in rental properties

(467)

40,886

28,042

68,461


(1,510)

15,636

14,126

Gain (loss) on disposition of unconsolidated entities

40,886

(40,886)


(1,510)

1,510

Impairment of consolidated and unconsolidated real estate

(129,829)

(129,829)


(1,175)

(1,175)

Depreciation and amortization—Real Estate Groups (a)

(112,060)

(9,362)

(42,983)

(986)

(146,667)


(145,696)

(8,799)

(36,625)

(8,504)

(182,026)

Amortization of mortgage procurement costs

(3,893)

(250)

(1,589)

(41)

(5,273)


(5,267)

(345)

(1,537)

(361)

(6,820)

Depreciation and amortization of unconsolidated entities

(44,572)

44,572


(38,162)

38,162

Straight-line rent adjustment

3,454

(79)

3,375


6,058

475

6,533

Earnings (loss) before income taxes

$          (203,380)

$       (6,051)

$          63,171

$          25,044

$       (109,114)


$        (126,437)

$       (13,967)

$             20,599

$        19,422

$         (72,449)













(a) Depreciation and amortization—Real Estate Groups

$            112,060

$         9,362

$          42,983

$               986

$         146,667


$          145,696

$           8,799

$             36,625

$          8,504

$         182,026

      Depreciation and amortization—Non-Real Estate

2,267

2,267


2,560

2,560

Total depreciation and amortization

$            114,327

$         9,362

$          42,983

$               986

$         148,934


$          148,256

$           8,799

$             36,625

$          8,504

$         184,586

 

 

 


Net Operating Income (in thousands)


Three Months Ended June 30, 2014


Three Months Ended June 30, 2013

% Change


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)

Full
Consolidation
(GAAP)

Pro-Rata
Consolidation
(Non-GAAP)

Retail












Comparable












Adjusted revenues

$   64,272

$             —

$          —

$      64,272


$   63,793

$             —

$          —

$      63,793

0.8 %

0.8 %

Adjusted operating expenses

27,846

27,846


28,173

28,173

(1.2)%

(1.2)%

Comparable NOI

36,426

36,426


35,620

35,620

2.3 %

2.3 %

Non-Comparable NOI

7,113

1,808

8,921


17,228

1,252

5,796

21,772



Total

43,539

1,808

45,347


52,848

1,252

5,796

57,392



Office Buildings












Comparable












Adjusted revenues

103,282

4,439

98,843


98,237

4,385

93,852

5.1 %

5.3 %

Adjusted operating expenses

43,293

2,196

41,097


41,977

2,060

39,917

3.1 %

3.0 %

Comparable NOI

59,989

2,243

57,746


56,260

2,325

53,935

6.6 %

7.1 %

Non-Comparable NOI

(661)

(39)

(622)


1,630

184

2,633

4,079



Total

59,328

2,204

57,124


57,890

2,509

2,633

58,014



Apartments












Comparable












Adjusted revenues

73,333

615

72,718


71,405

606

70,799

2.7 %

2.7 %

Adjusted operating expenses

32,103

217

31,886


31,928

176

31,752

0.5 %

0.4 %

Comparable NOI

41,230

398

40,832


39,477

430

39,047

4.4 %

4.6 %

Non-Comparable NOI

855

360

495


496

300

196



Total

42,085

758

41,327


39,973

730

39,243



Arena

9,357

4,481

4,876


4,955

2,366

2,589



Subsidized Senior Housing

3,839

153

3,686


3,916

161

3,755



Military Housing

5,701

(6)

5,707


4,851

16

4,835



Hotels


1,240

2,425

3,665



Land sales (1)

488

13

475


8,942

(190)

8,752















Write-offs of abandoned development projects
and demolition costs

(933)

(933)


(657)

(657)



Other (2)

(10,795)

210

(11,005)


(17,126)

(1,544)

225

(15,357)



Total Rental Properties












Comparable












Adjusted revenues

240,887

5,054

235,833


233,435

4,991

228,444

3.2 %

3.2 %

Adjusted operating expenses

103,242

2,413

100,829


102,078

2,236

99,842

1.1 %

1.0 %

Comparable NOI

137,645

2,641

135,004


131,357

2,755

128,602

4.8 %

5.0 %

Non-Comparable NOI

14,964

5,172

1,808

11,600


25,475

2,735

10,889

33,629



Total

152,609

7,813

1,808

146,604


156,832

5,490

10,889

162,231



Land Development Group

13,635

1,395

12,240


6,271

630

5,641



Corporate Activities

(10,928)

(10,928)


(16,584)

(310)

(16,274)



Grand Total

$ 155,316

$       9,208

$    1,808

$    147,916


$ 146,519

$       5,810

$  10,889

$    151,598















(1)  Includes $8,927 of NOI generated from certain non-outlot land sales at full and pro-rata consolidation for the three months ended June 30, 2013.



(2)  Includes non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income.



 

 

 


Net Operating Income (in thousands)


Six Months Ended June 30, 2014


Six Months Ended June 30, 2013

% Change


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)


Full
Consolidation
(GAAP)

Less
Noncontrolling
Interest

Plus
Discontinued
Operations

Pro-Rata
Consolidation
(Non-GAAP)

Full
Consolidation
(GAAP)

Pro-Rata
Consolidation
(Non-GAAP)

Retail












Comparable












Adjusted revenues

$ 129,534

$             —

$          —

$    129,534


$ 128,713

$             —

$          —

$    128,713

0.6 %

0.6 %

Adjusted operating expenses

58,583

58,583


57,299

57,299

2.2 %

2.2 %

Comparable NOI

70,951

70,951


71,414

71,414

(0.6)%

(0.6)%

Non-Comparable NOI

13,739

3,678

17,417


39,113

2,448

10,909

47,574



Total

84,690

3,678

88,368


110,527

2,448

10,909

118,988



Office Buildings












Comparable












Adjusted revenues

204,627

9,261

195,366


198,193

8,889

189,304

3.2 %

3.2 %

Adjusted operating expenses

88,210

4,611

83,599


86,978

4,354

82,624

1.4 %

1.2 %

Comparable NOI

116,417

4,650

111,767


111,215

4,535

106,680

4.7 %

4.8 %

Non-Comparable NOI

(1,972)

83

(43)

(2,098)


918

111

4,691

5,498



Total

114,445

4,733

(43)

109,669


112,133

4,646

4,691

112,178



Apartments












Comparable












Adjusted revenues

144,834

1,211

143,623


141,011

1,201

139,810

2.7 %

2.7 %

Adjusted operating expenses

65,024

463

64,561


65,050

402

64,648

0.0%

(0.1)%

Comparable NOI

79,810

748

79,062


75,961

799

75,162

5.1 %

5.2 %

Non-Comparable NOI

3,560

846

2,714


(657)

675

181

(1,151)



Total

83,370

1,594

81,776


75,304

1,474

181

74,011



Arena

21,221

9,928

11,293


10,683

5,074

5,609



Subsidized Senior Housing

7,081

143

6,938


7,290

205

7,085



Military Housing

10,680

47

10,633


11,952

217

11,735



Hotels


1,391

2,494

3,885



Land sales (1)

488

13

459

934


8,942

1,310

10,252



Write-offs of abandoned development projects
and demolition costs

(933)

(933)


(13,553)

(13,553)



Other (2)

(22,636)

268

(22,904)


(28,235)

(1,864)

449

(25,922)



Total Rental Properties












Comparable












Adjusted revenues

478,995

10,472

468,523


467,917

10,090

457,827

2.4 %

2.3 %

Adjusted operating expenses

211,817

5,074

206,743


209,327

4,756

204,571

1.2 %

1.1 %

Comparable NOI

267,178

5,398

261,780


258,590

5,334

253,256

3.3 %

3.4 %

Non-Comparable NOI

31,228

11,328

4,094

23,994


37,844

6,866

20,034

51,012



Total

298,406

16,726

4,094

285,774


296,434

12,200

20,034

304,268



Land Development Group

26,515

2,667

23,848


10,657

1,175

9,482



Corporate Activities

(24,349)

(24,349)


(29,228)

(310)

(28,918)



Grand Total

$ 300,572

$     19,393

$    4,094

$    285,273


$ 277,863

$     13,065

$  20,034

$    284,832















(1)  Includes $8,927 of NOI generated from certain non-outlot land sales at full and pro-rata consolidation for the six months ended June 30, 2013.



(2)  Includes non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income.



 

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SOURCE Forest City Enterprises, Inc.



RELATED LINKS
http://www.forestcity.net

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