EX-99.1 2 a11-6847_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NEWS RELEASE

 

 

FOR IMMEDIATE RELEASE

 

 

 

GENERAL GROWTH PROPERTIES REPORTS

Q4 AND FULL YEAR 2010 FINANCIAL RESULTS

 

 

Chicago, Illinois, February 28, 2011 -- General Growth Properties,Inc. (NYSE: GGP) (“GGP” or the “Company”) today announced its financial results under GAAP for the three and twelve months ended December 31, 2010.

 

GAAP OPERATING RESULTS AND EARNINGS PER SHARE (“EPS”)

 

 

 

Q4

 

ANNUAL

 

 

 

Nov 10 -
Dec 31, 2010

 

Oct 1 -
Nov 9, 2010

 

Three Months
Ended
Dec 31, 2009

 

Nov 10 -
Dec 31, 2010

 

Jan 1 -
Nov 9, 2010

 

Twelve Months
Ended
Dec 31, 2009

 

[ $THOUSANDS EXCEPT PER SHARE ]

 

 

Successor

 

 

 

Predecessor

 

 

Predecessor

 

 

Successor

 

 

Predecessor

 

 

Predecessor

 

TOTAL REVENUES

 

$416,542

 

$309,602

 

$734,205

 

$416,542

 

$2,406,944

 

$2,881,387

 

OPERATING INCOME

 

$86,099

 

$124,281

 

$83,169

 

$86,099

 

$909,364

 

$537,414

 

NET LOSS

 

($254,216)

 

($888,702)

 

($612,359)

 

($254,216)

 

($1,185,758)

 

($1,284,689)

 

TOTAL BASIC AND DILUTED (LOSS) EPS

 

($0.27)

 

($2.80)

 

 

 

($0.27)

 

($3.74)

 

 

 

 

GGP’s emergence resulted in the application of the acquisition method of accounting as of November 9, 2010, and, therefore, financial results subsequent to that date are required to be presented separately for accounting purposes (the “Successor”). To facilitate comparisons with our fourth quarter and annual 2009 results, we have combined such 2010 Predecessor and Successor financial results in schedules included within this release and described as “combined.”  The Company considers this combined presentation as complementary to the GAAP results as it facilitates an understanding of the operating results for the period, but should not be considered a substitute for the GAAP financial presentation.  Also, concurrent with this release, the Company has made available on its website its quarterly package of supplemental financial and operational information (the “Supplemental”) which provides additional result detail.

 

 

2010 AND 2009 CORE NOI, CORE EBITDA, CORE FFO AND FFO

 

The following discussion is At Share, refer to the Supplemental for details

 

 

 

Combined Three Months Ended
December 31

 

Combined Twelve Months Ended
December 31

 

[ $THOUSANDS EXCEPT PER SHARE AND NUMBER OF SHARES ]

 

2010

 

2009

 

2010

 

2009

 

CORE NOI1

 

$588,373

 

$582,889

 

$2,231,181

 

$2,263,223

 

CORE EBITDA1

 

$535,531

 

$532,475

 

$2,060,819

 

$2,093,208

 

CORE FFO1

 

$249,752

 

$231,868

 

$901,064

 

$881,073

 

FFO

 

$254,877

 

($413,897)

 

$600,482

 

($421,384)

 

CORE FFO PER SHARE2

 

$0.25

 

$0.73

 

$0.91

 

$2.76

 

FFO PER SHARE2

 

$0.26

 

($1.29)

 

$0.60

 

($1.32)

 

COMMON SHARES OUTSTANDING

 

 

 

 

 

993,998,837

 

319,646,263

 

 

For analytical and comparison purposes, in certain schedules the operations of the Predecessor and Successor are combined to present totals for the period.

 

(1)                In order to present GGP’s operations in a manner most relevant to its future operations, CORE EBITDA, CORE FFO and CORE NOI (all as defined below) have been presented to exclude certain non-comparable and non-recurring revenues and expenses.

 

(2)                Per share amounts calculated using December 31 diluted common shares outstanding and reflected as if those shares were outstanding during the entire period shown, which is different than how total basic and diluted EPS is computed under GAAP, which is based on the weighted average shares outstanding during the period. We have presented FFO and CORE FFO per share based on diluted amounts outstanding at the end of the period as we believe such information is more meaningful and reflects the significant capital changes that occured due to the Company’s emergence.

 

(3)        See definitions under “Non-GAAP Supplemental Financial Measures and Definitions”.

 

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 



 

QUARTERLY AND YEARLY HIGHLIGHTS

·                  Comparable Tenant Sales on a trailing 12 month basis increased to $446 per square foot or 6.4% compared to the same period last year.  We have had tenant sales increases every month since December 2009.

·                  Regional Mall Occupancy remained stable at 92.9% compared to the prior year; while rental spread on permanent tenant occupancy was 2.9% in 2010.

·                  During 2010, we executed 2,400 new and renewal leases totaling 7.3 million square feet.

·                  2010 Core NOI was $2.23 billion and remained relatively unchanged year-over-year.

·                  On January 17, 2011, Sandeep Mathrani assumed the role of chief executive officer.

·                  Recent additions to our senior management team in the areas of leasing and anchor store relationships are expected to further drive our progress in 2011.

 

“The fourth quarter 2010 was a defining moment for GGP and it set the stage for us to build the best retail real estate company in the country.  With a new management team in place, a team that has tremendous experience and expertise, we anticipate a long-term positive impact on our properties and the company.  We now have focus and commitment to drive revenue and invest capital with discipline to create value for our shareholders,” said Sandeep Mathrani, chief executive officer of General Growth Properties.

 

FINANCIAL RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

·                  Revenues remained consistent with the same period in 2009 after adjusting for the results of acquisition accounting applied upon emergence.

·                  G&A was higher in 2010 by $17.8 million due to incurrence after emergence of legal, consultant and other emergence related costs (not classified as reorganization costs), partially offset by the sale of our Third Party Management Company.

·                  Based on the results of Old GGP’s evaluations for impairment, impairment charges of approximately $197.3 million were recognized for the quarter ended December 31, 2009.

·                  Permanent Warrant expense of  $205.3 million in the quarter ended December 31, 2010, was due to the non-cash, mark-to-market expense related to the Permanent Warrant liability as of such date, primarily due to the increase in price of GGP’s common stock since the Effective Date.

 

FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2010 and 2009

·                  Total revenues decreased $59.3 million primarily as a result of acquisition accounting applied upon emergence totaling $20 million, as well as a decrease in Specialty Leasing by $15 million.

·                  Other property operating costs decreased $13.8 million due to an $8 million settlement with a utility provider and lower energy rates, driving energy expense down.

·                  Improvement in provision for doubtful accounts due to better overall general economic conditions.

 

CAPITAL TRANSACTIONS AND LIQUIDITY

·                  On February 25, 2011, GGP announced an amendment to its existing $300 million three-year senior secured revolving credit facility (the “Revolver”).   The amendment increases the Revolver commitment amount up to approximately $720 million and adds a provision that, subject to satisfaction of certain conditions, allows the Company to further increase the commitment amounts up to $1 billion.  The amendment also provides a step-down in interest rates and collateral requirements as the overall leverage of the Company improves.  The Revolver remains undrawn at close and will provide additional financial flexibility.

·                  Since July 2010, GGP has closed in excess of $2.5 billion, at share, of new mortgage financing.  We anticipate pursuing an additional $1 billion of financing in the second quarter of 2011 to further extend the debt maturity profile in this low interest rate environment and reduce near-term amortization.

·                  In December we sold four properties (Gateway Overlook, Plaza 9400, Division Crossing and Halsey Crossing) and the substantial portion of another property (Lockport Mall), generating $84.6 million in cashGGP is under contract to sell Arizona Center, an urban mixed-use property located in downtown Phoenix, Arizona. The sale is anticipated to close (subject only to customary closing conditions) on or prior to March 15, 2011, and is expected to generate approximately $128 million in pre-tax net proceeds.

 

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 



 

·                  Reflective of our focus on our high-quality properties, we have transferred five of our Special Consideration Properties to their respective lenders (two in November 2010 and three in February 2011) pursuant to agreements negotiated in conjunction with our secured property debt restructuring. The remaining eight Special Consideration Properties are expected to be sold or transferred to the applicable lenders by the summer of 2011.  All Special Consideration Properties have been classified as discontinued operations for financial reporting purposes.

 

STOCK OFFERING TRANSACTIONS

On November 9, 2010, GGP emerged through the contribution of approximately $6.8 billion from Brookfield, Pershing Square, Fairholme, Blackstone and Texas Teachers (the “New Investors”); the spin-off to GGP’s former stockholders of the Master Planned Communities and certain other properties; and the agreement to repay in full the remaining allowed bankruptcy claims of the debtors that remained in bankruptcy.  On November 15 (and November 23 with respect to the underwriters’ option to purchase additional shares), we sold approximately 154.9 million shares of our common stock to the public, at $14.75 per share (before underwriting discounts), and bought back approximately 179.3 million shares of our common stock from the New Investors as permitted by the respective agreements.  This resulted in proceeds of an additional $700 million over and above the initial contributions from the New Investors.  As a result of the HHC spin-off, the operations of the properties distributed, including all of the operations of the Master Planned Communities, have been reclassified to discontinued operations and excluded from our real estate property net operating income (“NOI”) and other performance metrics for all periods presented.

 

FOURTH QUARTER 2010 AND YEAR-END EARNINGS CALL

An earnings call is scheduled on March 1, 2011, at 9:00 a.m. Eastern time with Chief Executive Officer Sandeep Mathrani and Chief Financial Officer Steve Douglas.   To participate, log on to www.GGP.com 10 minutes prior to the start time.  Participants wanting to ask questions of Messrs Mathrani and Douglas must participate by phone by dialing one of the following numbers:  Operator Assisted Toll-Free Dial-In Number: (877) 845-1018; Operator Assisted International Dial-In Number: (707) 287-9345.

 

“Sales figures are starting to bounce back for our retailers.  Unemployment is seeing small, but steady decreases.  Consumer confidence is returning.  These are all positive indicators that our industry is moving in the right direction.   With our best-in-class assets, our leadership team, and financial flexibility, we believe we are well-positioned for short-term and long-term success,” said Mr. Mathrani.

 

# # #

 

 

 

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

 

REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND CORE NOI

The Company believes that NOI is a useful supplemental measure of the Company’s operating performance.  The Company defines NOI as operating revenues (rental income, tenant recoveries and other income) less property and related expenses (real estate taxes, property maintenance costs, marketing and other property expenses).  NOI has been reflected on a proportionate basis (at the Company’s ownership share).  Other REITs may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.  Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or other non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to non-controlling interests, reorganization items, strategic initiatives, provision for income taxes, discontinued operations and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.  This measure thereby provides an operating perspective not immediately apparent from GAAP operating or net income (loss) attributable to common stockholders. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.

 

In addition, management believes that NOI provides useful information to the investment community about the Company’s operating performance.  However, due to the exclusions noted above, NOI should only be used as an alternative measure of the Company’s financial performance.

 

CORE NOI excludes from both years the NOI impacts of non-cash and certain non-comparable items such as straight-line rent and intangible asset and liability amortization resulting from acquisition accounting.  We present Core NOI, and Core EBITDA and Core FFO as below, as we believe certain investors and other users of our financial information use them as measures of the Company’s historical operating performance.

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 



 

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AS AMORTIZATION

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is defined as net income (loss) attributable to common stockholders, adjusted to exclude interest expense net of interest income, Permanent Warrant expense, income tax provision (benefit), discontinued operations, allocations to non-controlling interests, depreciation and amortization.  “Core EBITDA” comprises EBITDA as defined immediately above and excludes certain non-cash and certain non-recurring items such as our Core NOI adjustments described above, provisions for impairment, emergence reorganization items, strategic initiatives and certain management and administration costs.

 

FUNDS FROM OPERATIONS (“FFO”) AND CORE FFO

The Company, consistent with real estate industry and investment community preferences, uses FFO as a supplemental measure of operating performance for a Real Estate Investment Trust (REIT).  The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) attributable to common stockholders (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization and including adjustments for unconsolidated partnerships and joint ventures.

 

The Company considers FFO a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Company’s properties.  FFO does not give effect to real estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life.  Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance.   As with our presentation of Core NOI and Core EBITDA, Core FFO excludes from FFO certain items that are non-cash and certain non-comparable items such as our Core NOI adjustments, Core EBITDA adjustments, and FFO items such as FFO from discontinued operations, Permanent Warrant expense, and interest expense on debt repaid or settled, all as a result of our emergence, acquisition accounting and other capital contribution or restructuring events.

 

RECONCILIATIONS OF NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

In order to provide a better understanding of the relationship between our non-GAAP Supplemental Financial measures of NOI, Core NOI, EBITDA, Core EBITDA, FFO and Core FFO, reconciliations have been provided as follows: a reconciliation of NOI and Core NOI to GAAP Operating Income (loss); a reconciliation of EBITDA and Core EBITDA to GAAP net income, a reconciliation of Core FFO and FFO to GAAP net income (loss) attributable to common stockholders has been provided.  None of our non-GAAP Supplemental Financial measures represent cash flow from operating activities in accordance with GAAP, none should be considered as an alternative to GAAP net income (loss) attributable to common stockholders and none are necessarily indicative of cash available to fund cash needs.  In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s ownership share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.

 

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements.  Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, our ability to refinance, extend, restructure or repay our remaining debt (including that of our Unconsolidated Real Estate Affiliates) with maturities in the short to intermediate term, our ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, our liquidity demands and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this release.  The Company disclaims any obligation to update any forward-looking statements.

 

ABOUT GGP

GGP is one of the nation’s largest shopping center owners. GGP has ownership and management interest in 169 regional and super regional shopping malls in 43 states. The company portfolio totals 174 million square feet of retail space. A publicly-traded real estate investment trust (REIT), GGP is listed on the New York Stock Exchange under the symbol GGP.

 

# # #

 

 

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 


 


 

FINANCIAL OVERVIEW

GRAPHIC

 

Consolidated Statements of Income (1)

(In thousands, except per share)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

Nov 10 -

 

Oct 1 -

 

Oct 1 -

 

 

 

Nov 10 -

 

Jan 1 -

 

Jan 1 -

 

 

 

 

 

Dec 31, 2010

 

Nov 9, 2010

 

Dec 31, 2010

 

Dec 31, 2009

 

Dec 31, 2010

 

Nov 9, 2010

 

Dec 31, 2010

 

Dec 31, 2009

 

 

 

Successor

 

Predecessor

 

Combined (2)

 

Predecessor

 

Successor

 

Predecessor

 

Combined (2)

 

Predecessor

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

261,316

 

$

200,749

 

$

462,065

 

$

468,334

 

$

261,316

 

$

1,558,069

 

$

1,819,385

 

$

1,845,844

 

Tenant recoveries

 

109,757

 

85,062

 

194,819

 

196,265

 

109,757

 

694,360

 

804,117

 

829,249

 

Overage rents

 

19,804

 

9,074

 

28,878

 

24,188

 

19,804

 

34,776

 

54,580

 

48,447

 

Management fees and other corporate revenues

 

8,894

 

6,288

 

15,182

 

18,244

 

8,894

 

54,351

 

63,245

 

75,304

 

Other

 

16,771

 

8,429

 

25,200

 

27,174

 

16,771

 

65,388

 

82,159

 

82,543

 

Total revenues

 

416,542

 

309,602

 

726,144

 

734,205

 

416,542

 

2,406,944

 

2,823,486

 

2,881,387

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

36,585

 

26,595

 

63,180

 

63,906

 

36,585

 

222,459

 

259,044

 

255,869

 

Property maintenance costs

 

20,901

 

12,195

 

33,096

 

37,185

 

20,901

 

92,212

 

113,113

 

104,644

 

Marketing

 

12,245

 

3,426

 

15,671

 

11,743

 

12,245

 

24,271

 

36,516

 

32,153

 

Other property operating costs

 

68,692

 

54,692

 

123,384

 

119,517

 

68,692

 

396,320

 

465,012

 

471,810

 

Provision for doubtful accounts

 

480

 

1,956

 

2,436

 

3,802

 

480

 

15,870

 

16,350

 

26,944

 

Property management and other costs

 

29,821

 

12,763

 

42,584

 

45,281

 

29,821

 

137,834

 

167,655

 

173,425

 

General and administrative

 

22,262

 

2,058

 

24,320

 

8,728

 

22,262

 

24,735

 

46,997

 

32,299

 

Strategic initiatives

 

 

 

 

 

 

 

 

61,961

 

Provisions for impairment

 

 

148

 

148

 

190,855

 

 

15,733

 

15,733

 

475,607

 

Depreciation and amortization

 

139,457

 

71,488

 

210,945

 

170,019

 

139,457

 

568,146

 

707,603

 

709,261

 

Total expenses

 

330,443

 

185,321

 

515,764

 

651,036

 

330,443

 

1,497,580

 

1,828,023

 

2,343,973

 

Operating income

 

 

86,099

 

 

124,281

 

 

210,380

 

 

83,169

 

 

86,099

 

 

909,364

 

 

995,463

 

 

537,414

 

Interest income

 

723

 

562

 

1,285

 

363

 

723

 

1,524

 

2,247

 

1,618

 

Interest expense

 

(139,130

)

(187,467

)

(326,597

)

(319,097

)

(139,130

)

(1,249,444

)

(1,388,574

)

(1,290,176

)

Permanent Warrant expense

 

(205,252

)

 

(205,252

)

 

(205,252

)

 

(205,252

)

 

Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items

 

 

(257,560

)

 

(62,624

)

 

(320,184

)

 

(235,565

)

 

(257,560

)

 

(338,556

)

 

(596,116

)

 

(751,144

)

(Provision for) benefit from income taxes

 

8,929

 

61,915

 

70,844

 

10,870

 

8,929

 

60,573

 

69,502

 

(6,469

)

Equity in (loss) income of Unconsolidated Real Estate Affiliates

 

(504

)

(32,190

)

(32,694

)

(3,285

)

(504

)

21,857

 

21,353

 

32,843

 

Reorganization items

 

 

(228,040

)

(228,040

)

148,989

 

 

(339,874

)

(339,874

)

104,976

 

Loss from continuing operations

 

(249,135

)

(260,939

)

(510,074

)

(78,991

)

(249,135

)

(596,000

)

(845,135

)

(619,794

)

Discontinued operations

 

(6,949

)

(655,891

)

(662,840

)

(545,325

)

(6,949

)

(616,362

)

(623,311

)

(684,829

)

Net loss

 

(256,084

)

(916,830

)

(1,172,914

)

(624,316

)

(256,084

)

(1,212,362

)

(1,468,446

)

(1,304,623

)

Allocation to noncontrolling interests

 

1,868

 

28,128

 

29,996

 

11,957

 

1,868

 

26,604

 

28,472

 

19,934

 

Net loss attributable to common stockholders

 

$

(254,216

)

$

(888,702

)

$

(1,142,918

)

$

(612,359

)

$

(254,216

)

$

(1,185,758

)

$

(1,439,974

)

$

(1,284,689

)

Basic and Diluted (Loss) Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.26

)

$

(0.77

)

 

 

$

(0.21

)

$

(0.26

)

$

(1.84

)

 

 

$

(1.92

)

Discontinued operations

 

(0.01

)

(2.03

)

 

 

(1.75

)

(0.01

)

(1.90

)

 

 

(2.19

)

Total basic and diluted (loss) earnings per share

 

$

(0.27

)

$

(2.80

)

 

 

$

(1.96

)

$

(0.27

)

$

(3.74

)

 

 

$

(4.11

)

 


(1)   Successor and Predecessor amounts presented in accordance with GAAP.

(2)   For analytical and comparison purposes, the operations of the Predecessor and Successor are Combined to present totals for the period.

 



 

FINANCIAL OVERVIEW

GRAPHIC

 

Consolidated Balance Sheets (1)

(in thousands)

 

 

 

As of December 31,

 

As of December 31,

 

 

 

2010 (2)

 

2009

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

4,644,712

 

$

3,327,447

 

Buildings and equipment

 

20,300,355

 

22,851,511

 

Less accumulated depreciation

 

(129,794

)

(4,494,297

)

Developments in progress

 

117,137

 

417,969

 

Net property and equipment

 

24,932,410

 

22,102,630

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

3,231,660

 

1,979,313

 

Investment property and property held for development and sale

 

 

1,753,175

 

Net investment in real estate

 

28,164,070

 

25,835,118

 

Cash and cash equivalents

 

1,021,311

 

654,396

 

Accounts and notes receivable, net

 

114,099

 

404,041

 

Goodwill

 

 

199,664

 

Deferred expenses, net

 

175,669

 

301,808

 

Prepaid expenses and other assets

 

2,300,452

 

754,747

 

Assets held for disposition

 

591,778

 

 

Total Assets

 

$

32,367,379

 

$

28,149,774

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

18,047,957

 

$

7,300,772

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

 

38,289

 

Deferred tax liabilities

 

36,463

 

866,400

 

Permanent warrant liability

 

1,041,004

 

 

Tax indemnification liability

 

303,750

 

 

Accounts payable and accrued expenses

 

1,931,970

 

1,122,888

 

Liabilities held for disposition

 

592,122

 

 

Liabilities not subject to compromise

 

21,953,266

 

9,328,349

 

Liabilities subject to compromise

 

 

17,767,253

 

Total Liabilities

 

$

21,953,266

 

$

27,095,602

 

Redeemable noncontrolling interests:

 

 

 

 

 

Preferred

 

120,756

 

120,756

 

Common

 

111,608

 

86,077

 

Total Redeemable Noncontrolling Interests

 

$

232,364

 

$

206,833

 

Equity:

 

 

 

 

 

Total stockholders’ equity

 

10,079,102

 

822,963

 

Noncontrolling interests in consolidated real estate affiliates

 

102,647

 

24,376

 

Total Equity

 

10,181,749

 

847,339

 

Total Liabilities and Equity

 

$

32,367,379

 

$

28,149,774

 

 


(1)          Presented in accordance with GAAP

(2)          Effected for the application of Acquisition Accounting on the Effective Date.

 



 

FINANCIAL OVERVIEW - Proportionate Schedules

GRAPHIC

 

Reconciliation of Core NOI, Core EBITDA, and Core FFO, at share

(in thousands, except per share)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

Dec 31, 2010

 

Dec 31, 2009

 

Dec 31, 2010

 

Dec 31, 2009

 

 

 

Combined

 

Predecessor

 

Combined

 

Predecessor

 

 

 

 

 

 

 

 

 

 

 

NOI

 

$

569,302

 

$

578,611

 

$

2,246,036

 

$

2,293,204

 

Core NOI adjustments:

 

 

 

 

 

 

 

 

 

Straight-line rent (1)

 

(7,265

)

(408

)

(40,988

)

(33,911

)

Above- and below-market tenant leases, net (1)

 

18,531

 

(1,950

)

14,313

 

(11,215

)

Above- and below-market ground rent expense, net (1)

 

(39

)

 

(39

)

 

Above- and below-market building rent, net (1)

 

242

 

 

242

 

 

Other

 

7,602

 

6,636

 

11,617

 

15,145

 

Total Core NOI adjustments

 

19,071

 

4,278

 

(14,855

)

(29,981

)

Core NOI

 

$

588,373

 

$

582,889

 

$

2,231,181

 

$

2,263,223

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

251,558

 

$

479,169

 

$

1,676,272

 

$

1,675,634

 

Core NOI adjustments

 

19,071

 

4,278

 

(14,855

)

(29,981

)

Provisions for impairment

 

21,222

 

197,304

 

37,248

 

485,260

 

Reorganization items (2)

 

228,040

 

(148,989

)

339,874

 

(104,976

)

Strategic initiatives

 

 

 

 

61,961

 

Management and administrative costs, net (3)

 

15,640

 

713

 

22,280

 

5,310

 

Total Core EBITDA adjustments

 

283,973

 

53,306

 

384,547

 

417,574

 

Core EBITDA

 

$

535,531

 

$

532,475

 

$

2,060,819

 

$

2,093,208

 

 

 

 

 

 

 

 

 

 

 

FFO

 

$

254,877

 

$

(413,897

)

$

600,482

 

$

(421,384

)

Core EBITDA adjustments

 

283,973

 

53,306

 

384,547

 

417,574

 

FFO from discontinued operations

 

(506,490

)

541,481

 

(613,146

)

641,245

 

Mark to market adjustments on debt

 

4,523

 

(3,308

)

44,094

 

(14,194

)

Default interest

 

50,010

 

903

 

135,473

 

903

 

Interest expense relating to extinguished debt

 

28,335

 

64,006

 

213,831

 

249,658

 

Permanent warrant liability expense

 

205,252

 

 

205,252

 

 

Provision for (benefit from) income taxes

 

(70,728

)

(10,623

)

(69,469

)

7,271

 

Total FFO adjustments

 

(5,125

)

645,765

 

300,582

 

1,302,457

 

Core FFO

 

$

249,752

 

$

231,868

 

$

901,064

 

$

881,073

 

Core FFO per share diluted (4)

 

$

0.25

 

$

0.73

 

$

0.91

 

$

2.76

 

 


(1)

These items were impacted by the effects of acquisition accounting as of November 9, 2010.

(2)

Reorganization items reflect bankruptcy- related activity, including gains/losses on liabilities subject to compromise, interest income, U.S. Trustee fees, and other restructuring costs, incurred during the Chapter 11 cases from April 16, 2009 to November 9, 2010.

(3)

Refer to Page 11 (Management and Administrative Costs, net).

(4)

Core FFO and FFO per share amounts determined using December 31 diluted common shares outstanding and calculated assuming the shares were outstanding for the entire period.

 



 

FINANCIAL OVERVIEW - Proportionate Schedules

GRAPHIC

 

Non-Cash Revenue and Expenses Reflected In FFO, at share

(In thousands)

 

 

 

Consolidated Properties

 

Unconsolidated Properties

 

Consolidated
Properties

 

Unconsolidated
Properties

 

 

 

Successor

 

Predecessor

 

Combined

 

Successor

 

Predecessor

 

Combined

 

Predecessor

 

Three Months Ended

 

Nov 10 -
Dec 31, 2010

 

Oct 1 -
Nov 9, 2010

 

Dec 31, 2010

 

Nov 10 -
Dec 31, 2010

 

Oct 1 -
Nov 9, 2010

 

Dec 31, 2010

 


Dec 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Above- and below-market tenant leases, net

 

$

(16,269

)

$

496

 

$

(15,773

)

$

(2,689

)

$

(69

)

$

(2,758

)

$

2,339

 

$

(389

)

Straight-line rent

 

3,204

 

3,383

 

6,587

 

406

 

273

 

679

 

135

 

273

 

Real estate taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate tax stabilization agreement

 

(899

)

(425

)

(1,324

)

 

 

 

(981

)

 

Other property operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash ground rent expense

 

(960

)

(707

)

(1,667

)

(100

)

(93

)

(193

)

(1,666

)

(247

)

Property management and other costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Above -and below-market building rent, net

 

(242

)

 

(242

)

 

 

 

 

 

Provisions for impairment

 

 

(148

)

(148

)

 

(21,074

)

(21,074

)

(190,855

)

(6,449

)

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark-to-market adjustments on debt

 

2,898

 

(6,731

)

(3,833

)

(700

)

10

 

(690

)

3,171

 

137

 

Amortization of deferred finance costs

 

(44

)

(1,067

)

(1,111

)

(21

)

(232

)

(253

)

(9,582

)

(370

)

Amortization of discount on exchangeable notes

 

 

(3,158

)

(3,158

)

 

 

 

(7,041

)

 

Termination of interest rate swaps

 

 

 

 

 

 

 

(4,520

)

 

Debt extinguishment costs

 

 

 

 

(1

)

 

(1

)

 

 

Permanent warrant liability expense

 

(205,252

)

 

(205,252

)

 

 

 

 

 

Non-cash reorganization items

 

 

(134,870

)

(134,870

)

 

 

 

230,201

 

 

Totals

 

$

(217,564

)

$

(143,227

)

$

(360,791

)

$

(3,105

)

$

(21,185

)

$

(24,291

)

$

21,201

 

$

(7,045

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

Nov 10 -
Dec 31, 2010

 

Jan 1 -
Nov 9, 2010

 

Dec 31, 2010

 

Nov 10 -
Dec 31, 2010

 

Jan 1 -
Nov 9, 2010

 

Dec 31, 2010

 

Dec 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Above -and below-market tenant leases, net

 

$

(16,269

)

$

4,755

 

$

(11,514

)

$

(2,689

)

$

(110

)

$

(2,799

)

$

8,471

 

$

2,744

 

Straight-line rent

 

3,204

 

29,107

 

32,311

 

406

 

8,271

 

8,677

 

25,640

 

8,271

 

Real estate taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate tax stabilization agreement

 

(899

)

(3,368

)

(4,267

)

 

 

 

(3,924

)

 

Other property operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash ground rent expense

 

(960

)

(5,681

)

(6,641

)

(100

)

(735

)

(835

)

(6,676

)

(1,175

)

Property management and other costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Above -and below-market building rent, net

 

(242

)

 

(242

)

 

 

 

 

 

Provisions for impairment

 

 

(15,733

)

(15,733

)

 

(21,515

)

(21,515

)

(475,605

)

(9,655

)

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark-to-market adjustments on debt

 

2,898

 

(48,586

)

(45,688

)

(700

)

2,294

 

1,594

 

12,571

 

1,623

 

Amortization of deferred finance costs

 

(44

)

(19,482

)

(19,526

)

(21

)

(1,535

)

(1,556

)

(44,344

)

(1,534

)

Amortization of discount on exchangeable notes

 

 

(24,777

)

(24,777

)

 

 

 

(27,388

)

 

Termination of interest rate swaps

 

 

(9,636

)

(9,636

)

 

 

 

9,636

 

 

Debt extinguishment costs

 

 

(9,007

)

(9,007

)

(1

)

(31

)

(32

)

(567

)

 

Permanent warrant liability expense

 

(205,252

)

 

(205,252

)

 

 

 

 

 

Non-cash reorganization items

 

 

(33,422

)

(33,422

)

 

 

 

208,779

 

 

Totals

 

$

(217,564

)

$

(135,830

)

$

(353,394

)

$

(3,105

)

$

(13,361

)

$

(16,466

)

$

(293,407

)

$

274