Forest City Reports Fiscal 2010 Third-Quarter and Year-to-Date Results

CLEVELAND, Dec. 8, 2010 /PRNewswire-FirstCall/ -- Forest City Enterprises, Inc. (NYSE: FCEA and FCEB), today announced EBDT, net earnings/loss and revenues for the three and nine months ended October 31, 2010.

EBDT

Third-quarter EBDT (earnings before depreciation, amortization and deferred taxes) was $90.7 million, a 5.9 percent increase, compared with 2009 third-quarter EBDT of $85.6 million. Year-to-date EBDT was $266.7 million, a 19.8 percent increase compared with $222.7 million for the first nine months of fiscal 2009.  

On a fully diluted, per-share basis, third-quarter 2010 EBDT was $0.46, compared with $0.52 for the third quarter of 2009. Year-to-date per-share EBDT was $1.37, compared with $1.59 for the first nine months of 2009.  

Per-share data for the third quarter and nine months reflect the dilutive effect of new Class A common shares and the "if-converted" effect of convertible debt and convertible preferred stock issued in 2009 and 2010.  

For an explanation of EBDT variances, see the section titled "Review 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 and Loss

The third-quarter net loss attributable to Forest City Enterprises, Inc. was $46.8 million compared with a net loss of $4.4 million in the third quarter of 2009. When taking into account preferred dividends of $3.9 million in the third quarter of 2010, the earnings per share attributable to common shareholders is $0.33 per share compared to $.03 per share in the third quarter of 2009.  For the quarter, the net loss was negatively impacted by increased impairment charges of $36.4 million ($22.3 million, net of tax and noncontrolling interest) compared with the third quarter of 2009.  

Net earnings attributable to Forest City Enterprises, Inc. for the nine months ended October 31, 2010, was $60.5 million compared with a net loss of $36.9 million for the same period in 2009.  When taking into account preferred dividends of $8.0 million for the nine months ended October 31, 2010, the earnings per share attributable to common shareholders is $0.33 per share compared to a net loss per share attributable to common shareholders of $0.27 per share, for the same period in 2009.  The positive year-to-date net earnings variance was primarily driven by gains on dispositions of rental properties and The Nets, offset by increased impairment charges.  

The year-over-year variances in impairment for the third quarter and nine months of 2010 are related primarily to two projects:

• Simi Valley Town Center, a California retail property.  As described in the Company's second-quarter 2010 earnings press release, the non-recourse mortgage lender is actively marketing the note secured by the property.  Impairments in the second and third quarters, which total $77.0 million, take the carrying value of the asset below the outstanding balance on the mortgage.  Upon disposition of the asset, the Company will be relieved of any payment obligation under the non-recourse mortgage, and, in accordance with GAAP, expects to recognize a gain on the excess of the mortgage over the carrying value of the asset sold.

• Central Station in Chicago.  Impairment in the third quarter related to the company's share of four condominium buildings at this 80-acre mixed-use project.  The $18.3 million impairment recognizes price deterioration for condominiums in Chicago, and reflects conditions impacting condominiums in nearly every major U.S. market.  Despite this, Forest City's overall investment in land and development since inception at Central Station has provided attractive returns and cash flows.  In addition, the Company and its partner continue to have substantial land ownership and entitlement for additional future development at Central Station.      

Revenues

Third-quarter 2010 consolidated revenues were $303.3 million compared with $304.2 million last year. Revenues for the nine months ended October 31, 2010, were $891.9 million compared with $927.0 million for the comparable period in 2009.  

Liquidity

At October 31, 2010, the Company had $221.7 million at its pro-rata share ($190.2 million at full consolidation) in cash on its balance sheet, and $231.6 million of available capacity on its revolving line of credit.  

Review of Results

(Exhibits illustrating factors impacting both third-quarter and year-to-date 2010 EBDT results, compared with results for the comparable periods in 2009, are available on the Investor Relations page of the Company's web site, www.forestcity.net, and are included in the company's third-quarter 2010 Supplemental Package filed with the Securities and Exchange Commission.)

Third-Quarter EBDT

For the three months ended October 31, 2010, total EBDT increased by $5.1 million to $90.7 million from $85.6 million for the three months ended October 31, 2009. 

Pre-tax EBDT from Forest City's combined Commercial and Residential Segments (also referred to as the Company's rental properties portfolio) decreased by $2.5 million in the third quarter compared with the same period in 2009, primarily driven by $22.0 million of reduced gain on early extinguishment of nonrecourse mortgage debt (due to substantial gain in 2009 which did not recur in 2010).  In addition, EBDT from the portfolio was negatively impacted by reduced EBDT from properties sold of $5.4 million.  

These decreases in the rental properties portfolio were partially offset by an increase of $5.7 million in fair market value of derivatives which were marked to market through interest expense; EBDT from new properties of $5.0 million; increased NOI from the mature portfolio of $4.3 million, lower expense  of $4.0 million due to a non-recurring 2009 participation payment on an office property refinancing at University Park at M.I.T.; decreased write-offs of abandoned development projects of $3.1 million; and increased income of $1.8 million from the sale of state and federal tax credits.

The Company's Land Segment provided a pre-tax EBDT increase of $1.7 million for the quarter, compared with the same period in 2009, primarily due to increased sales which were partially offset by 2009 gain on early extinguishment of non-recourse mortgage debt that did not recur in 2010.

The Nets provided a pre-tax EBDT increase of $10.4 million, compared with the same period in 2009, due to the decrease in Forest City's allocated share of team losses.

Pre-tax EBDT from the Company's Corporate Segment decreased $1.4 million in the third quarter, compared with the same period in 2009. This decrease was due to the non-recurring 2009 gain on early extinguishment of debt related to the exchange and repurchase of a portion of the Company's Senior Notes, partially offset by decreased interest expense of $3.3 million.  EBDT for the quarter was also unfavorably impacted by a smaller tax benefit of $3.2 million compared with the prior year's third quarter.

Year-to-date EBDT

EBDT for the nine months ended October 31, 2010 increased by $44.0 million, or 19.8 percent, to $266.7 million from $222.7 million for the nine months ended October 31, 2009. 

In addition to the factors described above under "Third-Quarter EBDT," year-to-date results were impacted by:

• Reduced EBDT of $8.9 million from military housing, as construction and development phases conclude at some of Forest City's Navy, Marine and Air Force military family housing neighborhoods;
• Increased EBDT of $31.4 million from the gain on disposition of a partial interest in the Nets, as reported in the Company's 2010 second quarter; and
• Increased EBDT of $5.3 million, due to lower companywide severance and outplacement costs in 2010 compared with 2009.

NOI, Occupancies and Rent

Overall comparable property net operating income (NOI) increased 2.7 percent during the third quarter compared with the same period a year ago.  Comp NOI increased across all of the Company's major rental property types with increases of 4.1 percent in retail, 2.2 percent in office, and 4.8 percent in apartments.    

Comparable property NOI, defined as NOI from properties operated in the three months ended October 31, 2010 and 2009, 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.

At October 31, 2010, comparable retail occupancies were 90.6 percent, compared with 89.6 percent at October 31, 2009, and regional mall sales averaged $382 per square foot on a rolling 12-month basis.  Year-to-date comparable mall sales in the Company's retail portfolio increased 1.4 percent, compared with the same period in 2009.  Comparable office occupancies increased to 90.5 percent, compared with 89.2 percent last year.

In the residential portfolio, comparable average occupancies for the nine months ended October 31, 2010, were 94.6 percent, compared with 91.4 percent last year. Year-to-date comparable residential net rental income (defined as gross rent less vacancies and concessions) increased to 92.8 percent, compared with 87.1 percent in the same period in 2009.

Commentary

"Our third-quarter and year-to-date results continue to demonstrate the strength of Forest City's operating portfolio," said Charles A. Ratner, Forest City president and chief executive officer.  "For the second quarter in a row, we achieved comparable property NOI and occupancy increases across all of our major product types – retail, office and apartments.  New properties are also contributing meaningfully to results.  Notably, absent the non-cash impact of 2009 gains on early extinguishment of debt that did not recur this year, our results for the third quarter show a significant positive variance over the prior year.

"Continuing its year-to-date pace, our multifamily residential portfolio showed category-leading increases in comparable property NOI, along with strong occupancy gains. As has been seen across the multifamily industry, continued dislocation in the for-sale market, together with little new supply of apartment product, have led to greater pricing power, along with rising occupancies.

"In addition, we're especially pleased with results from our retail portfolio for the quarter, with broad-based increases across a range of assets and markets.  In particular, a number of retail centers opened during the past several years achieved meaningful improvement as they have gained momentum in their respective markets.  In addition, improvements across the portfolio resulted from the expiration of recession-related concessions and allowances, and from the triggering of more occupancy and co-tenancy clauses in tenant leases.  

"Finally, as anticipated, growth in NOI in our office portfolio, while still strong, has moderated in comparison with the significant gains achieved in 2009.  Our life science properties continue to be the leading component of the office portfolio, with somewhat softer results in conventional office properties."

Financing Activity

Since January 31, 2010, the Company has addressed, through closed loans and committed financings, $620.2 million at full consolidation ($711.4 million at its pro-rata share) of the $778.6 million ($868.9 million at pro-rata) of net maturities  (inclusive of notes payable) coming due in fiscal year 2010. Additionally, the Company addressed $837.0 million ($653.1 million at pro-rata) of loans maturing in future years, including borrowings that were outstanding at January 31, 2010, on the Company's Senior Notes.

As of October 31, 2010, the Company's weighted-average cost of nonrecourse debt increased to 5.07 percent from 5.05 percent at October 31, 2009. Fixed-rate mortgage debt, which represented 70 percent of the Company's total nonrecourse mortgage debt, and is inclusive of interest rate swaps, decreased from 6.12 percent at October 31, 2009 to 6.00 percent at October 31, 2010. Variable-rate mortgage debt increased from 2.53 percent at October 31, 2009, to 2.91 percent at October 31, 2010.

Opening and Projects Under Construction

During the third quarter, Forest City opened and began active leasing of Presidio Landmark, a luxury, 161-unit, adaptive-reuse apartment and townhome project in the Presidio National Park in San Francisco.  In September, the project received LEED (Leadership in Energy and Environmental Design) Gold certification from the U.S. Green Building Council for its apartment component, and in August, the townhomes received LEED Platinum certification, the highest level attainable.  The pace of leasing for this unique, high-end project has continued to improve, and approximately 20 percent of the units are currently leased.

With the opening of Presidio Landmark, Forest City has completed all of its planned 2010 openings, adding a total of $514.9 million of cost at the Company's pro-rata share ($345.4 million at full consolidation).  In the aggregate, these openings are already more than covering their cost of debt service and contributing to overall results.

At the end of the third quarter, Forest City had four projects under construction at a total cost of $1.7 billion at the Company's pro-rata share ($2.6 billion at full consolidation).

Work continues at the Barclays Center arena at Atlantic Yards in Brooklyn, where vertical steel erection began in mid-November.  Since the beginning of the third quarter, the Company, together with its partners, has continued to add to a growing list of premier corporate sponsors and further increase the level of contracted revenue for the arena.    

Interior build-out continues at Beekman (also referred to as 8 Spruce Street), Forest City's luxury apartment high-rise in lower Manhattan.  Marketing planning is in final stages and active leasing for the 76-story, Frank Gehry-designed tower is expected to begin in phases during the first quarter of 2011. The rental housing market in the lower Manhattan submarket continues to be very strong, with average vacancies of less than two percent.

On November 18, 2010, Forest City announced six major tenants for Westchester's Ridge Hill, the mixed-use retail project in Yonkers, New York.  On December 3, the Company announced that Lord & Taylor, a leading fashion department store and American tradition for generations of shoppers, will open a new 80,000 square foot prototype store at the center.   This latest announcement adds considerable prestige to the center and momentum to the Company's leasing efforts.  With Lord & Taylor, the center is approximately 41 percent leased, with additional committed retail tenants including National Amusements, Whole Foods, Dick's Sporting Goods, REI, and Cheesecake Factory, among others, as well as Westchester Medical Group as an anchor office tenant.  

During the quarter, the Company secured both construction and permanent financing, and began construction on Foundry Lofts, a 170-unit, 80/20 multifamily apartment building at The Yards, Forest City's mixed-use project in southeast Washington, D.C.  The Yards, a 42-acre waterfront redevelopment of a portion of the historic, former Washington Navy Yard site, is a centerpiece of the rapidly developing Capital Riverfront District along the Anacostia River, and is adjacent to the Washington Nationals ballpark.

Other Updates and Events

As previously disclosed, Forest City is seeking a minority joint venture partner for a portfolio of mature New York City-area retail properties.  The 14 properties represent a total of approximately 2.95 million square feet (2.6 million square feet of GLA).  Interest in the opportunity has been strong, and the Company is in the process of reviewing "best and final" offers.  

The Company continues to actively evaluate other possible asset sales and joint ventures as a means of selectively harvesting value from its portfolio and generating and maintaining liquidity.

Outlook

"We continue to feel very good about the performance of our portfolio, including both mature and new properties," Ratner said.  "We expect positive year-to-date trends to continue, although the rate of comparable property NOI growth is likely to moderate somewhat in the fourth quarter.  

"In addition, we're pleased with progress on, and market outlook for our under-construction projects.  Over the past two years – and the last twelve months in particular – we have substantially reduced risk in the pipeline as projects have opened and performed, and as we near completion on remaining under-construction projects.  We understand that we need to continue to demonstrate reduced risk, including at Westchester's Ridge Hill.  With our recent announcement that Lord & Taylor will be a major anchor for the center, we're now even more optimistic that we will achieve the leasing objectives we've set for that property, and we're confident that in the longer term, Westchester's Ridge Hill will be a premier retail mixed-use property for Forest City.  

"With this optimism, however, we have not lost sight of the slow pace of growth in the economy, high unemployment and other reasons for caution.  In this environment, we recognize that the level of leverage at which we have traditionally operated is a cause for concern and a barrier for some investors.  While we believe the anatomy of our balance sheet is solid given our exclusive use of non-recourse debt at the property level, we continue to place a high priority on generating and maintaining liquidity and on further de-leveraging the balance sheet going forward.

"Finally, we continue to feel very good about our long-term ability to achieve future growth, as conditions allow, by taking advantage of our strengths as a developer through significant entitled opportunities in some of the strongest urban markets in the country, and where we have the ability to control the timing of development."

Corporate Description

Forest City Enterprises, Inc. is an $11.8 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.  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 also furnish to the Securities and Exchange Commission ("SEC") on Form 8-K. This Supplemental Package includes operating and financial information for the three and nine months ended October 31, 2010, 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 noncontrolling interest expense on the Company's Consolidated Statements of Operations; v) impairment of real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative or retrospective effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings.

EBDT is reconciled to net earnings (loss), the most comparable financial measure calculated in accordance with GAAP, 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.

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 lending and capital market conditions on the liquidity, ability to finance or refinance projects and repay our debt, the impact of the current economic environment on our ownership, development and management of our commercial real estate portfolio, general real estate investment and development risks, vacancies in our properties, further downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts, risks associated with an investment in a professional sports team, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services sector, 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.

SOURCE Forest City Enterprises, Inc.