EX-99.1 6 a11-25668_1ex99d1.htm EX-99.1

Exhibit 99.1

 

THE ROUSE COMPANY, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

 

The following is unaudited consolidated financial information for our subsidiary, The Rouse Company L.L.C. (“TRCLLC”), as of September 30, 2011 and December 31, 2010 and for the nine months ended September 30, 2011 and 2010.

 

TRCLLC (also, the “Successor”, “we” or “us”) is a Delaware limited liability company, formed on November 9, 2010 (the “Effective Date”) through voluntary conversion of The Rouse Company Limited Partnership (“TRCLP” or the “Predecessor”) into a limited liability company. TRCLLC is a subsidiary of General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, formerly known as New GGP, Inc., which was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”.

 

Reorganization under Chapter 11 and the Plan

 

GGP and certain of its domestic subsidiaries, including TRCLP and certain of its subsidiaries, had filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the Southern District of New York (the “Bankruptcy Court”) on April 16, 2009 (the “Petition Date”) and emerged from bankruptcy, pursuant to a plan of reorganization (the “Plan”) on November 9, 2010 (the “Effective Date”) as described below.  On April 22, 2009, certain additional domestic subsidiaries (collectively with the subsidiaries filing on the Petition Date and the Predecessor, the “Debtors”) of the Predecessor also filed voluntary petitions for relief in the Bankruptcy Court (collectively, the “Chapter 11 Cases”).

 

On August 17, 2010, GGP filed with the Bankruptcy Court its third amended and restated disclosure statement and the plan of reorganization, supplemented on September 30, 2010 and October 21, 2010 for the remaining Debtors in the Chapter 11 Cases. Prior to the Effective Date, approximately 262 Debtors had emerged from bankruptcy during 2010 and 2009.  On October 21, 2010, the Bankruptcy Court entered an order confirming the Plan.  Pursuant to the Plan, on the Effective Date, the Predecessor merged with a wholly-owned subsidiary of New GGP, Inc. and New GGP, Inc. was renamed General Growth Properties, Inc.  Also pursuant to the Plan, prepetition creditor claims were satisfied in full and equity holders received newly issued common stock in New GGP, Inc. and in The Howard Hughes Corporation, a newly formed real estate company (“HHC”).

 

The Plan was based on the agreements (collectively, as amended and restated, the “Investment Agreements”) with REP Investments LLC, an affiliate of Brookfield Asset Management Inc. (the “Brookfield Investor”), an affiliate of Fairholme Funds, Inc. (“Fairholme”) and an affiliate of Pershing Square Capital Management, L.P. (“Pershing Square” and together with the Brookfield Investor and Fairholme, the “Plan Sponsors”), pursuant to which the Predecessor would be divided into two companies, New GGP, Inc. and HHC, and the Plan Sponsors would invest in the Company’s standalone emergence plan.  In addition, the Predecessor entered into an investment agreement with Teachers Retirement System of Texas (“Texas Teachers”).  The Plan Sponsors also entered into an agreement with affiliates of the Blackstone Group (“Blackstone”) whereby Blackstone subscribed for equity in New GGP and HHC.

 

The structure of the Plan Sponsors’ investments triggered the application of the acquisition method of accounting, as the Plan and the consummation of the Investment Agreements and the Texas Teachers investment agreement constituted a ‘‘transaction or event in which an acquirer obtains control of one or more businesses’’ or a ‘‘business combination’’ requiring such application. New GGP, Inc. was the acquirer that obtained control as it obtained all of the common stock of the Predecessor (a business for purposes of applying the acquisition method of accounting) in exchange for issuing its stock to the Predecessor common stockholders on a one-for-one basis (excluding fractional shares).   As TRCLLC is a subsidiary of GGP, the effects of the acquisition method of accounting have been applied at the Effective Date and, therefore, the Consolidated Balance Sheets for TRCLLC as of September 30, 2011 and December 31, 2010, the Consolidated Statement of Income and Comprehensive Income for the three and nine months ended September 30, 2011 and the Consolidated Statement of Equity and the Consolidated Statement of Cash Flows for the nine months ended September 30, 2011 reflect the revaluation of the Predecessor’s assets and liabilities to fair value as of the Effective Date.

 

1



 

Pursuant to the Plan, prior to the Effective Date, TRCLP distributed the HHC Properties it indirectly owned to GGP to facilitate the HHC distribution described above.  In addition, TRCLP distributed various operating properties including a private REIT that owned a noncontrolling interest in GGPLP L.L.C. to GGP.  The operations of these properties have been reported in the Predecessor periods as discontinued operations in the Consolidated Statements of Income and Comprehensive Income.

 

Prior to the Effective Date, through a series of transactions, GGP contributed properties into TRCLP.  In accordance with generally accepted accounting principles (“GAAP”) guidance established for mergers involving affiliates under common control, the financial statements of the Predecessor have been recast to include the results of these properties for all periods presented, similar to a pooling of interests.

 

On June 1, 2011, through a series of transactions, GGP contributed additional properties into TRCLLC.  In accordance with generally accepted accounting principles (“GAAP”) guidance established for mergers involving affiliates under common control, the financial statements of the Predecessor and Successor have been recast to include the results of these properties for all periods presented, similar to a pooling of interests.

 

On June 1, 2011, TRCLLC distributed various operating properties to GGP.  The operations of these properties have been reported in the Predecessor and Successor periods as discontinued operations in the Consolidated Statements of Income and Comprehensive Income.

 

Claims resolution process

 

As permitted under the bankruptcy process, the Debtors’ creditors filed proofs of claim with the Bankruptcy Court. Through the claims resolution process, the Bankruptcy Court disallowed many claims for various reasons, including claims that were duplicative, amended or superseded by later filed claims, were without merit, or were otherwise overstated. Throughout the Chapter 11 proceedings, the Company resolved many other claims through settlement. The Company has since settled or otherwise resolved substantially all of the claims asserted against it in the bankruptcy proceedings, and substantially all claims have been paid or transferred in the ordinary course of business as of September 30, 2011.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of TRCLLC, its subsidiaries and joint ventures in which it has a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as a permanent element of capital. All significant intercompany balances and transactions have been eliminated.

 

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results for the interim period ended September 30, 2011 are not necessarily indicative of the results to be obtained for the full fiscal year.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  For example, significant estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions and impairment of long-lived assets.  Actual results could differ from these and other estimates.

 

2



 

Critical Accounting Policies

 

Critical accounting policies are those that are both significant to the overall presentation of TRCLLC’s financial condition and results of operations and require management to make difficult, complex or subjective judgments.  Our critical accounting policies for the fiscal year ended December 31, 2010 have not changed during the nine months ended September 30, 2011.

 

MANAGEMENT’S DISCUSSION OF TRCLLC OPERATIONS AND LIQUIDITY

 

Revenues

 

Tenant rents (which includes minimum rents, tenant recoveries, and overage rents) decreased by $5.7 million in the first nine months of 2011 as compared to the first nine months of 2010 primarily as a result of an increase in amortization expense related to above and below market leases due to the application of acquisition accounting in the fourth quarter of 2010.

 

Operating expenses

 

Operating expenses increased by $86.1 million primarily due to a $78.7 million increase in depreciation and amortization as a result of the step-up in basis of our assets due to the application of acquisition accounting in the fourth quarter of 2010.

 

Interest Expense

 

Interest expense decreased by $73.2 million as compared to the first nine months of 2010 primarily due to a $31.7 million decrease in bond interest expense relating to the pay down of $595.0 million of bond principal on the Effective Date and a $28.0 million decrease in market rate amortization.

 

Equity in Income of Unconsolidated Real Estate Affiliates

 

The decrease in equity in income of Unconsolidated Real Estate Affiliates for the nine months ended September 30, 2011 was primarily due to an increase in depreciation and amortization of the step-up in basis of our investment in and loans to / from Unconsolidated Real Estate Affiliates due to the application of acquisition accounting in the fourth quarter of 2010 of approximately $18.0 million.  In addition, the decrease is partially due to our investment in the Brazilian joint venture, Aliansce Shopping Centers S.A. (“Aliansce”), in which we recorded a $9.7 million gain in the nine months ended September 30, 2010 as a result of Aliansce’s initial public offering of its common shares on the Brazilian Stock Exchange.

 

Reorganization Items

 

Reorganization items are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the Consolidated Statements of Income and Comprehensive Income of the Predecessor. Reorganization items include legal fees, professional fees and similar types of expenses, resulting from activities of the reorganization process, gains on liabilities subject to compromise directly related to the Chapter 11 Cases, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases.

 

Cash position and liquidity at September 30, 2011

 

TRCLLC’s cash and cash equivalents decreased $520.6 million to $383.0 million as of September 30, 2011. The cash position of TRCLLC is largely determined at any point in time by the relative short-term demands for cash by TRCLLC and GGP.

 

3



 

THE ROUSE COMPANY, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

 

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

1,102,497

 

$

1,171,155

 

Buildings and equipment

 

5,528,435

 

6,128,614

 

Less accumulated depreciation

 

(234,936

)

(42,521

)

Developments in progress

 

53,797

 

39,330

 

Net property and equipment

 

6,449,793

 

7,296,578

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

1,738,128

 

1,825,367

 

Net investment in real estate

 

8,187,921

 

9,121,945

 

Cash and cash equivalents

 

383,040

 

903,630

 

Accounts and notes receivable, net

 

46,764

 

26,696

 

Deferred expenses, net

 

50,644

 

59,191

 

Prepaid expenses and other assets

 

499,778

 

719,909

 

Assets held for disposition, net

 

159,611

 

 

Total assets

 

$

9,327,758

 

$

10,831,371

 

 

 

 

 

 

 

Liabilities and Equity:

 

 

 

 

 

 

 

 

 

 

 

Mortgages, notes and loans payable

 

$

5,102,028

 

$

5,602,869

 

Accounts payable and accrued expenses

 

420,744

 

523,276

 

Liabilities held for disposition, net

 

116,435

 

 

Total liabilities

 

5,639,207

 

6,126,145

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

Capital:

 

 

 

 

 

Members’ capital

 

6,988,732

 

7,496,627

 

Receivable from General Growth Properties, Inc.

 

(3,277,510

)

(2,812,817

)

Accumulated other comprehensive income

 

(42,981

)

 

Members’ capital attributable to General Growth Properties, Inc.

 

3,668,241

 

4,683,810

 

Noncontrolling interests in Consolidated Real Estate Affiliates

 

20,310

 

21,416

 

Total capital

 

3,688,551

 

4,705,226

 

Total liabilities and capital

 

$

9,327,758

 

$

10,831,371

 

 

4



 

THE ROUSE COMPANY, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

Successor

 

Predecessor

 

 

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Revenues:

 

 

 

 

 

Minimum rents

 

$

368,904

 

$

377,609

 

Tenant recoveries

 

185,535

 

183,193

 

Overage rents

 

6,527

 

5,847

 

Other

 

13,236

 

13,158

 

Total revenues

 

574,202

 

579,807

 

Expenses:

 

 

 

 

 

Real estate taxes

 

61,168

 

60,766

 

Property maintenance costs

 

23,401

 

20,874

 

Marketing

 

5,879

 

5,604

 

Other property operating costs

 

102,819

 

98,352

 

(Recovery of) provision for doubtful accounts

 

(1,333

)

3,619

 

Property management and other costs

 

38,232

 

22,431

 

Provisions for impairment

 

 

11,063

 

Depreciation and amortization

 

220,902

 

142,244

 

Total expenses

 

451,068

 

364,953

 

Operating income

 

123,134

 

214,854

 

 

 

 

 

 

 

Interest income

 

644

 

252

 

Interest expense

 

(199,563

)

(272,771

)

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

 

(75,785

)

(57,665

)

Provision for income taxes

 

(897

)

(839

)

Equity in income of Unconsolidated Real Estate Affiliates

 

10,694

 

45,184

 

Reorganization items

 

 

(7,178

)

Loss from continuing operations

 

(65,988

)

(20,498

)

Discontinued operations

 

7,009

 

83,133

 

Net (loss) income

 

(58,979

)

62,635

 

Allocation to noncontrolling interests

 

961

 

(166

)

Net (loss) income attributable to General Growth Properties, Inc.

 

$

(58,018

)

$

62,469

 

 

 

 

 

 

 

Comprehensive (loss) income:

 

 

 

 

 

Net (loss) income

 

$

(58,979

)

$

62,635

 

Other comprehensive income (loss):

 

 

 

 

 

Foreign currency translation

 

(42,981

)

6,651

 

Other comprehensive (loss) income

 

(101,960

)

69,286

 

Comprehensive income allocated to noncontrolling interests

 

961

 

(166

)

Comprehensive (loss) income, net attributable to General Growth Properties, Inc.

 

$

(100,999

)

$

69,120

 

 

5



 

THE ROUSE COMPANY, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF CAPITAL

(UNAUDITED)

 

 

 

Members’
Capital

 

Accumulated
other
comprehensive
income (loss)

 

Receivable from
General Growth
Properties, Inc.

 

Noncontrolling
Interests in
Consolidated
Real Estate
Affiliates

 

Total Capital

 

 

 

(In thousands)

 

Predecessor

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2010 (Predecessor)

 

$

10,005,030

 

$

42,438

 

$

(4,943,984

)

$

20,719

 

$

5,124,203

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

62,469

 

 

 

166

 

62,635

 

Receivable from General Growth Properties, Inc.

 

 

 

(209,771

)

 

(209,771

)

Other comprehensive loss

 

 

6,651

 

 

 

6,651

 

Distributions to noncontrolling interests in Consolidated Real Estate Affiliates

 

(119

)

 

 

(543

)

(662

)

Balance at September 30, 2010 (Predecessor)

 

$

10,067,380

 

$

49,089

 

$

(5,153,755

)

$

20,342

 

$

4,983,056

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2011 (Successor)

 

$

7,496,627

 

$

 

$

(2,812,817

)

$

21,416

 

$

4,705,226

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(58,018

)

 

 

(961

)

(58,979

)

Other comprehensive income

 

 

(42,981

)

 

 

(42,981

)

Receivable from General Growth Properties, Inc.

 

 

 

(524,548

)

 

(524,548

)

Distributions to General Growth Properties, Inc.

 

(449,877

)

 

59,855

 

 

(390,022

)

Distributions to noncontrolling interests in Consolidated Real Estate Affiliates

 

 

 

 

(145

)

(145

)

Balance at September 30, 2011 (Successor)

 

$

6,988,732

 

$

(42,981

)

$

(3,277,510

)

$

20,310

 

$

3,688,551

 

 

6



 

THE ROUSE COMPANY, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Successor

 

Predecessor

 

 

 

Nine Months Ended September 30

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net (loss) income

 

$

(58,979

)

$

62,635

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

Equity in loss of Unconsolidated Real Estate Affiliates

 

(5,669

)

(53,733

)

Provision for doubtful accounts

 

(660

)

8,157

 

Distributions received from Unconsolidated Real Estate Affiliates

 

11,172

 

42,299

 

Depreciation

 

222,952

 

297,327

 

Amortization

 

10,029

 

18,442

 

Amortization of deferred financing costs

 

55

 

5,690

 

(Accretion) amortization of debt market rate adjustments

 

(37,152

)

11,352

 

Amortization of intangibles other than in-place leases

 

26,294

 

5,877

 

Straight-line rent amortization

 

(22,934

)

(17,403

)

Provisions for impairment

 

 

14,166

 

Land development and acquisition expenditures

 

 

(53,540

)

Cost of land sales

 

 

7,089

 

Net gain on dispositions

 

1,496

 

 

Deferred income taxes

 

 

(13,927

)

Decrease (increase) in restricted cash

 

340

 

(7,917

)

Reorganization items - finance costs related to emerged entities

 

 

79,490

 

Non-cash reorganization items

 

 

(125,509

)

Net changes:

 

 

 

 

 

Accounts and notes receivable

 

(142

)

28,258

 

Prepaid expenses, deferred expenses and other assets

 

(4,185

)

6,859

 

Accounts payable and accrued expenses

 

38,515

 

151,516

 

Other, net

 

4

 

61

 

Net cash provided by operating activities

 

181,136

 

467,189

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Development of real estate and property additions/improvements

 

(75,370

)

(106,836

)

Proceeds from sales of investment properties

 

131,859

 

1,669

 

Distributions received from Unconsolidated Real Estate Affiliates in excess of income

 

37,483

 

97,306

 

Increase in investments in Unconsolidated Real Estate Affiliates

 

(18,503

)

(21,640

)

Decrease (increase) in restricted cash

 

3,681

 

(7,702

)

Other, net

 

82

 

4,106

 

Net cash provided by (used in) investing activities

 

79,232

 

(33,097

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of mortgages, notes and loans payable

 

141,738

 

 

Principal payments on mortgages, notes and loans payable

 

(391,139

)

(150,171

)

Advances to General Growth Properties, Inc.

 

(524,548

)

(209,771

)

Distributions to noncontrolling interests

 

(145

)

(688

)

Contributions from noncontrolling interests

 

 

26

 

Finance costs related to emerged entities

 

 

(79,490

)

Deferred financing costs

 

(6,864

)

(202

)

Other, net

 

 

1,405

 

Net cash used in financing activities

 

(780,958

)

(438,891

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(520,590

)

(4,799

)

Cash and cash equivalents at beginning of period

 

903,630

 

49,817

 

Cash and cash equivalents at end of period

 

$

383,040

 

$

45,018

 

 

7



 

THE ROUSE COMPANY, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

 

 

 

Successor

 

Predecessor

 

 

 

Nine Months Ended September 30

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

206,395

 

$

376,105

 

Interest capitalized

 

607

 

29,963

 

Income taxes paid

 

935

 

1,339

 

Reorganization items paid

 

3,089

 

79,490

 

Non-Cash Transactions:

 

 

 

 

 

Change in accrued capital expenditures incurred in accounts payable and accrued expenses

 

$

1,053

 

$

(31,825

)

Change in deferred contingent property acquisition liabilities

 

 

(161,623

)

Debt market rate adjustments related to emerged entities

 

 

128,790

 

 

8