EX-99.1 2 a12-25399_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

 

GENERAL GROWTH PROPERTIES REPORTS THIRD QUARTER RESULTS

Mall NOI Increases 4.0%

 

 

Chicago, Illinois, October 31, 2012 – General Growth Properties, Inc. (the “Company”) (NYSE: GGP) today reported results for the three and nine months ended September 30, 2012.

 

Financial Results

 

For the Three Months Ended September 30, 2012

 

Funds From Operations (“Total Company FFO”) increased 8.8% to $231.3 million, or $0.23 per diluted share, from $212.6 million, or $0.22 per diluted share, in the prior year period.

 

Earnings Before Interest, Taxes, Depreciation and Amortization (“Company EBITDA”) increased 5.1% to $489.7 million from $465.7 million in the prior year period.

 

Net Operating Income for the mall portfolio (“Mall NOI”) increased 4.0% to $515.2 million from $495.5 million in the prior year period.

 

Net loss attributable to common stockholders, which is impacted primarily by depreciation expense, provisions for impairment and a non-cash accounting adjustment for outstanding warrants, was $207.9 million, or $0.23 loss per diluted share, as compared to net income of $252.1 million, or $0.08 loss per diluted share, in the prior year period. The non-cash accounting adjustment for outstanding warrants reduced income from continuing operations in the current period by $123.4 million whereas the adjustment in the prior period increased income from continuing operations by $337.8 million.

 

For the Nine Months Ended September 30, 2012

 

Total Company FFO increased 10.1% to $681.9 million, or $0.68 per diluted share, from $619.3 million, or $0.62 per diluted share, in the prior year period.

 

Company EBITDA increased 5.8% to $1,449.1 million from $1,370.1 million in the prior year period.

 

Mall NOI increased 4.8% to $1,529.9 million from $1,459.8 million in the prior year period.

 

Net loss attributable to common stockholders, which is impacted primarily by depreciation expense, provisions for impairment and a non-cash accounting adjustment for outstanding warrants, was $513.4 million, or $0.55 loss per diluted share, as compared to net income of $54.7 million, or $0.27 loss per diluted share, in the prior year period. The non-cash accounting adjustment for outstanding warrants reduced income from continuing operations in the current period by $413.1 million whereas the adjustment in the prior period increased income from continuing operations by $319.5 million.

 

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Operational Highlights

 

·     Tenant sales increased 8.2% to $541 per square foot on a trailing 12-month basis.

·     Regional mall leased percentage was 95.5% at quarter end, an increase of 130 basis points from September 30, 2011.

·     Initial rental rates for leases commencing in 2012 on a suite-to-suite basis increased 10.4%, or $5.73 per square foot, to $60.92 per square foot when compared to the rental rate for expiring leases.

 

Guidance

 

Total Company FFO for full year 2012 is expected to be $0.96 to $0.98 per diluted share. Total Company FFO for the fourth quarter is expected to be $0.28 to $0.30 per diluted share.

 

The following table provides a reconciliation of the range of estimated diluted net income (loss) attributable to common stockholders per share to estimated diluted FFO per share and diluted Total Company FFO per share.

 

 

 

For the three months ended

December 31, 2012

 

For the year ended

December 31, 2012

 

 

 

Low End

 

High End

 

Low End

 

High End

 

Total Company FFO per diluted share

 

$0.28

 

$0.30

 

$0.96

 

$0.98

 

Warrant adjustments and other (1)

 

(0.01)

 

(0.01)

 

(0.41)

 

(0.41)

 

FFO

 

0.27

 

0.29

 

0.55

 

0.57

 

Depreciation, including share of joint ventures

 

(0.25)

 

(0.25)

 

(1.05)

 

(1.05)

 

Gain/loss on property dispositions and other (2)

 

0.00

 

0.00

 

(0.07)

 

(0.07)

 

Net income (loss) attributable to common stockholders

 

$0.02

 

$0.04

 

$(0.57)

 

$(0.55)

 

 

(1)   Refer to the Supplemental Information package for the nature of adjustments to reconcile FFO to Company FFO; adjustments for the year ended December 31, 2012, include actual warrant adjustment amounts recognized year to date through September 30, 2012 which equated to a loss of $0.41 per diluted share. The Supplemental Information package is available in the Investors section of the Company’s website at www.ggp.com.

(2)   This includes gain/loss on property dispositions as well as impairment charges taken during the period.

 

The guidance estimate reflects management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and previously disclosed. The guidance also reflects management’s view of capital market conditions. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions or capital markets activity. Earnings per share estimates may be subject to fluctuations as a result of several factors, including any gains or losses associated with disposition activity. By definition, FFO and Company FFO do not include real estate-related depreciation and amortization, provisions for impairment, or gains or losses associated with property disposition activities. This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release.

 

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Capital Markets

 

Unsecured Notes

 

Certain subsidiaries of the Company intend to redeem all of their 6.75% unsecured notes due May 1, 2013 (approximately $600.0 million). The redemption notification will be made by GGP-TRC, LLC (formerly known as The Rouse Company LP) and TRC Co-Issuer, Inc., the co-issuers of these notes. The redemption will occur on December 3, 2012, at the “Make-Whole Price,” as defined in the applicable indenture.

 

During the three months ended September 30, 2012, the Company repaid $349.5 million of 7.20% unsecured notes upon their maturity.

 

Property-Level Debt

 

During the three months ended September 30, 2012, the Company obtained $2.7 billion ($2.3 billion at share) of property-level debt with a weighted-average interest rate of 4.44% and term-to-maturity of 9.4 years. The prior loans had a weighted-average interest rate of 6.11% and a remaining term-to-maturity of 1.2 years. The transactions generated approximately $361 million of net proceeds.

 

During the nine months ended September 30, 2012, the Company obtained $5.9 billion ($5.2 billion at share) of property-level debt with a weighted-average interest rate of 4.33% and term-to-maturity of 9.2 years. The prior loans had a weighted-average interest rate of 5.63% and a remaining term-to-maturity of 2.5 years. The transactions generated approximately $664 million of net proceeds and eliminated approximately $640 million of recourse to the Company.

 

In October, the Company obtained an $835.0 million loan secured by Fashion Show located in Las Vegas, Nevada. The property-level debt bears interest at 4.03% and matures in November 2024. The prior loan had a variable interest rate and matured in May 2017. The transaction generated approximately $223 million of net proceeds and eliminated approximately $612 million of recourse to the Company.

 

Acquisitions and Dispositions

 

Acquisitions

 

During the three months ended September 30, 2012, the Company acquired a 198,000 square foot anchor box at Fashion Show in Las Vegas, Nevada, for $10.0 million.

 

During the nine months ended September 30, 2012, the Company acquired an interest in approximately 3.9 million square feet of gross leasable area for approximately $497.8 million, including the assumption of $93.7 million of property-level debt.

 

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Dispositions

 

During the three months ended September 30, 2012, the Company disposed of assets comprising approximately 2.7 million square feet of gross leasable area for $219.3 million. The transactions generated approximately $113.2 million of net proceeds after repayment of property-level debt.

 

During the nine months ended September 30, 2012, the Company disposed of approximately 3.9 million square feet of gross leasable area for approximately $311.3 million. The transactions generated approximately $143.2 million of net proceeds after repayment of property-level debt.

 

 

Development Activity

 

Year to date the Company has commenced redevelopment activities totaling $770.0 million of capital investment (at share) encompassing 19 properties, with double-digit returns.

 

Investor Conference Call

 

On Thursday, November 1, 2012, the Company will host a conference call at 9:00 a.m. CDT (10:00 a.m. EDT). The conference call will be accessible by telephone and through the Internet. Interested parties can access the call by dialing 877.845.1018 (international 707.287.9345). A live webcast of the conference call will be available in listen-only mode in the Investors section at www.ggp.com. Interested parties should access the conference call or website 10 minutes prior to the beginning of the call in order to register.

 

For those unable to listen to the call live, a replay will be available beginning at 1:00 p.m. EDT on November 1, 2012. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 33319344. A replay of the call will be available on the Company’s website in the Investors section.

 

Supplemental Information

 

The Company has prepared a supplemental information report available on www.ggp.com in the Investors section. This information also has been furnished with the Securities and Exchange Commission as an exhibit on Form 8-K.

 

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Forward-Looking Statements

 

Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumption, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to,  the Company’s ability to refinance, extend, restructure or repay near and intermediate term debt, its indebtedness, its ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, its liquidity demands, retail and economic conditions. The Company discusses these and other risks and uncertainties in its annual and quarterly periodic reports filed with the Securities and Exchange Commission. The Company may update that discussion in its periodic reports, but otherwise takes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

 

General Growth Properties, Inc.

 

General Growth Properties, Inc. is a fully integrated, self-managed and self-administered real estate investment trust focused on owning, managing, leasing, and redeveloping regional malls throughout the United States and Brazil. GGP currently owns, or has an interest in, 145 regional shopping malls comprising approximately 136 million square feet of gross leasable area. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.  For further information please visit www.GGP.com.

 

 

 

 

 

 

Investor Relations Contact:

Media Contact:

Kevin Berry

David Keating

VP Investor Relations

VP Corporate Communications

(312) 960-5529

(312) 960-6325

kevin.berry@ggp.com

david.keating@ggp.com

 

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NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

 

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

The Company believes 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, other property expenses and provision for doubtful accounts).  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 non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests, 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 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 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.

 

Company NOI excludes 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.  Mall NOI is Company NOI for our mall portfolio. We present Company NOI, and Company EBITDA and Company 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.

 

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA) AND COMPANY EBITDA

EBITDA is defined as net income (loss) attributable to common stockholders, adjusted to exclude interest expense net of interest income, warrant adjustment, income tax provision (benefit), discontinued operations, allocations to noncontrolling interests, depreciation and amortization.  EBITDA has been reflected on a proportionate basis.  Company EBITDA comprises EBITDA as defined immediately above and excludes certain non-cash and certain non-recurring items such as our Company NOI adjustments described above, provisions for impairment, emergence reorganization items, strategic initiatives and certain management and administration costs.

 

FUNDS FROM OPERATIONS (“FFO”) AND COMPANY FFO

The Company determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts (“NAREIT”). The Company determines FFO to be our share of consolidated net income (loss) computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding cumulative effects of accounting changes, excluding gains and losses from the sales of, or any impairment charges related to, previously depreciated operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon our economic ownership interest, and all determined on a consistent basis in accordance with GAAP.  As with our presentation of NOI and EBITDA, FFO has been reflected on a proportionate basis.

 

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 Company NOI and Company EBITDA, Company FFO excludes from FFO certain items that are non-cash and certain non-comparable items such as our Company NOI adjustments, Company EBITDA adjustments, and FFO items such as FFO from discontinued operations, warrant liability adjustment, and interest expense on debt repaid or settled, all as a result of our emergence, acquisition accounting and other capital contribution or restructuring events. Total Company FFO is Company FFO including Company FFO from discontinued operations excluding the Company FFO from the spin-off of Rouse Properties, Inc., which is also included in discontinued operations.

 

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

The Company presents EBITDA and FFO as they are financial measures widely used in the REIT industry.  In order to provide a better understanding of the relationship between our non-GAAP Supplemental Financial measures of NOI, Company NOI, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of NOI and Company NOI to GAAP Operating Income (loss); a reconciliation of EBITDA and Company EBITDA to GAAP net income (loss) attributable to common stockholders; a reconciliation of Company FFO and FFO to GAAP net income (loss) attributable to common stockholders has been provided.  None of our non-GAAP Supplemental Financial measures represents 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.

 

6


 

 


 

FINANCIAL OVERVIEW

GRAPHIC

 

Consolidated Statements of Operations(1)

(In thousands, except per share)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2012

 

September 30, 2011

 

September 30, 2012

 

September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

401,259

 

$

383,541

 

$

1,175,365

 

$

1,158,479

 

Tenant recoveries

 

184,869

 

189,942

 

542,784

 

547,157

 

Overage rents

 

12,835

 

12,823

 

34,230

 

29,291

 

Management fees and other corporate revenues

 

17,823

 

14,188

 

55,646

 

43,775

 

Other

 

16,387

 

16,488

 

49,802

 

47,357

 

Total revenues

 

633,173

 

616,982

 

1,857,827

 

1,826,059

 

Expenses:

 

 

 

 

 

 

 

 

 

Real estate taxes

 

59,258

 

56,530

 

174,797

 

173,898

 

Property maintenance costs

 

18,758

 

21,419

 

62,102

 

71,128

 

Marketing

 

8,085

 

7,639

 

22,497

 

19,937

 

Other property operating costs

 

101,890

 

107,631

 

286,170

 

290,629

 

Provision for doubtful accounts

 

1,370

 

1,078

 

3,097

 

2,295

 

Property management and other costs

 

38,903

 

45,455

 

119,350

 

137,517

 

General and administrative

 

10,045

 

15,441

 

31,675

 

18,067

 

Provisions for impairment

 

98,288

 

 

98,288

 

 

Depreciation and amortization

 

208,833

 

226,360

 

612,188

 

675,536

 

Total expenses

 

545,430

 

481,553

 

1,410,164

 

1,389,007

 

Operating income

 

87,743

 

135,429

 

447,663

 

437,052

 

Interest income

 

766

 

680

 

2,307

 

1,912

 

Interest expense

 

(204,917

)

(218,932

)

(607,915

)

(672,936

)

Warrant liability adjustment

 

(123,381

)

337,781

 

(413,081

)

319,460

 

Gain from change in control of investment properties

 

 

 

18,547

 

 

(Loss) income before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests

 

(239,789

)

254,958

 

(552,479

)

85,488

 

Provision for income taxes

 

(2,449

)

(3,954

)

(5,553

)

(7,882

)

Equity in income (loss) of Unconsolidated Real Estate Affiliates

 

22,054

 

9,833

 

39,849

 

(2,534

)

(Loss) income from continuing operations

 

(220,184

)

260,837

 

(518,183

)

75,072

 

Discontinued operations

 

13,576

 

(4,276

)

10,982

 

(13,688

)

Net (loss) income

 

(206,608

)

256,561

 

(507,201

)

61,384

 

Allocation to noncontrolling interests

 

(1,279

)

(4,511

)

(6,236

)

(6,718

)

Net (loss) income attributable to common stockholders

 

$

(207,887

)

$

252,050

 

$

(513,437

)

$

54,666

 

Basic (Loss) Earnings Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.24

)

$

0.27

 

$

(0.56

)

$

0.07

 

Discontinued operations

 

0.01

 

 

0.01

 

(0.01

)

Total basic (loss) earnings per share

 

$

(0.23

)

$

0.27

 

$

(0.55

)

$

0.06

 

Diluted Loss Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.24

)

$

(0.08

)

$

(0.56

)

$

(0.26

)

Discontinued operations

 

0.01

 

 

0.01

 

(0.01

)

Total diluted loss per share

 

$

(0.23

)

$

(0.08

)

$

(0.55

)

$

(0.27

)

 


(1) Presented in accordance with GAAP.

 



 

FINANCIAL OVERVIEW

GRAPHIC

 

Consolidated Balance Sheets(1)

(In thousands)

 

 

 

September 30, 2012

 

December 31, 2011

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

4,303,329

 

$

4,623,944

 

Buildings and equipment

 

18,847,928

 

19,837,750

 

Less accumulated depreciation

 

(1,286,753

)

(974,185

)

Construction in progress

 

383,977

 

135,807

 

Net property and equipment

 

22,248,481

 

23,623,316

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

2,717,079

 

3,052,973

 

Net investment in real estate

 

24,965,560

 

26,676,289

 

Cash and cash equivalents

 

637,946

 

572,872

 

Accounts and notes receivable, net

 

243,503

 

218,749

 

Deferred expenses, net

 

176,377

 

170,012

 

Prepaid expenses and other assets

 

1,398,494

 

1,805,535

 

Assets held for disposition

 

 

74,694

 

Total assets

 

$

27,421,880

 

$

29,518,151

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

16,074,015

 

$

17,143,014

 

Accounts payable and accrued expenses

 

1,271,364

 

1,445,738

 

Dividend payable

 

106,312

 

526,332

 

Deferred tax liabilities

 

22,520

 

29,220

 

Tax indemnification liability

 

303,750

 

303,750

 

Junior Subordinated Notes

 

206,200

 

206,200

 

Warrant liability

 

1,399,043

 

985,962

 

Liabilities held for disposition

 

 

74,795

 

Total liabilities

 

19,383,204

 

20,715,011

 

Redeemable noncontrolling interests:

 

 

 

 

 

Preferred

 

134,531

 

120,756

 

Common

 

132,020

 

103,039

 

Total redeemable noncontrolling interests

 

266,551

 

223,795

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Total stockholders’ equity

 

7,683,259

 

8,483,329

 

Noncontrolling interests in consolidated real estate affiliates

 

88,866

 

96,016

 

Total equity

 

7,772,125

 

8,579,345

 

Total liabilities and equity

 

$

27,421,880

 

$

29,518,151

 

 


(1) Presented in accordance with GAAP.

 



 

PROPORTIONATE FINANCIAL SCHEDULES

GRAPHIC

 

Reconciliation of NOI, EBITDA, and FFO

For the Three Months Ended September 30, 2012 and 2011

(In thousands)

 

 

 

Three Months Ended September 30, 2012

 

Three Months Ended September 30, 2011

 

 

 

Pro Rata Basis

 

Adjustments

 

Company

 

Pro Rata Basis

 

Adjustments

 

Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

489,947

 

$

4,913

 

$

494,860

 

$

468,149

 

$

8,118

 

$

476,267

 

Tenant recoveries

 

219,845

 

 

219,845

 

223,549

 

 

223,549

 

Overage rents

 

15,961

 

 

15,961

 

15,055

 

 

15,055

 

Other revenue

 

23,294

 

 

23,294

 

22,969

 

 

22,969

 

Total property revenues

 

749,047

 

4,913

 

753,960

 

729,722

 

8,118

 

737,840

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

70,468

 

(1,578

)

68,890

 

66,437

 

(1,578

)

64,859

 

Property maintenance costs

 

22,944

 

 

22,944

 

25,780

 

 

25,780

 

Marketing

 

9,971

 

 

9,971

 

9,576

 

 

9,576

 

Other property operating costs

 

125,114

 

(1,592

)

123,522

 

128,906

 

(1,604

)

127,302

 

Provision for doubtful accounts

 

1,776

 

 

1,776

 

2,213

 

 

2,213

 

Total property operating expenses

 

230,273

 

(3,170

)

227,103

 

232,912

 

(3,182

)

229,730

 

NOI

 

$

518,774

 

$

8,083

 

$

526,857

 

$

496,810

 

$

11,300

 

$

508,110

 

Management fees and other corporate revenues

 

19,378

 

 

19,378

 

15,338

 

(11

)

15,327

 

Property management and other costs

 

(44,275

)

(424

)

(44,699

)

(49,960

)

5,308

 

(44,652

)

General and administrative

 

(11,831

)

 

(11,831

)

(17,067

)

4,015

 

(13,052

)

EBITDA

 

$

482,046

 

$

7,659

 

$

489,705

 

$

445,121

 

$

20,612

 

$

465,733

 

Depreciation on non-income producing assets

 

(2,869

)

 

(2,869

)

(2,268

)

 

(2,268

)

Preferred unit distributions

 

(2,335

)

 

(2,335

)

(2,336

)

 

(2,336

)

Interest income

 

1,527

 

 

1,527

 

2,322

 

 

2,322

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Default interest

 

(1,657

)

1,657

 

 

109

 

(109

)

 

Interest expense relating to extinguished debt

 

 

 

 

(1,374

)

1,374

 

 

Mark-to-market adjustments on debt

 

2,900

 

(2,900

)

 

1,131

 

(1,131

)

 

Write-off of mark-to-market adjustments on extinguished debt

 

10,394

 

(10,394

)

 

2,394

 

(2,394

)

 

Debt extinguishment expenses

 

 

 

 

 

 

 

Interest on existing debt

 

(255,034

)

 

(255,034

)

(256,991

)

 

(256,991

)

Warrant liability adjustment

 

(123,381

)

123,381

 

 

337,781

 

(337,781

)

 

Provision for income taxes

 

(2,537

)

2,537

 

 

(3,919

)

3,919

 

 

FFO from discontinued operations

 

1,275

 

(1,275

)

 

18,335

 

(18,335

)

 

FFO

 

$

110,329

 

$

120,665

 

$

230,994

 

$

540,305

 

$

(333,845

)

$

206,460

 

 



 

PROPORTIONATE FINANCIAL SCHEDULES

GRAPHIC

 

Reconciliation of NOI, EBITDA, and FFO

For the Nine Months Ended September 30, 2012 and 2011

(In thousands)

 

 

 

Nine Months Ended September 30, 2012

 

Nine Months Ended September 30, 2011

 

 

 

Pro Rata Basis

 

Adjustments

 

Company

 

Pro Rata Basis

 

Adjustments

 

Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

1,448,133

 

$

19,457

 

$

1,467,590

 

$

1,410,675

 

$

6,479

 

$

1,417,154

 

Tenant recoveries

 

648,577

 

 

648,577

 

648,967

 

 

648,967

 

Overage rents

 

43,362

 

 

43,362

 

34,535

 

 

34,535

 

Other revenue

 

68,889

 

 

68,889

 

58,944

 

 

58,944

 

Total property revenues

 

2,208,961

 

19,457

 

2,228,418

 

2,153,121

 

6,479

 

2,159,600

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

208,451

 

(4,734

)

203,717

 

205,276

 

(4,734

)

200,542

 

Property maintenance costs

 

74,728

 

 

74,728

 

85,867

 

 

85,867

 

Marketing

 

27,525

 

 

27,525

 

24,812

 

 

24,812

 

Other property operating costs

 

357,829

 

(4,787

)

353,042

 

348,773

 

(4,841

)

343,932

 

Provision for doubtful accounts

 

3,796

 

 

3,796

 

5,211

 

 

5,211

 

Total property operating expenses

 

672,329

 

(9,521

)

662,808

 

669,939

 

(9,575

)

660,364

 

NOI

 

$

1,536,632

 

$

28,978

 

$

1,565,610

 

$

1,483,182

 

$

16,054

 

$

1,499,236

 

Management fees and other corporate revenues

 

61,018

 

 

61,018

 

47,684

 

(412

)

47,272

 

Property management and other costs

 

(136,320

)

(1,272

)

(137,592

)

(152,070

)

15,704

 

(136,366

)

General and administrative

 

(39,978

)

 

(39,978

)

(24,543

)

(15,485

)

(40,028

)

EBITDA

 

$

1,421,352

 

$

27,706

 

$

1,449,058

 

$

1,354,253

 

$

15,861

 

$

1,370,114

 

Depreciation on non-income producing assets

 

(6,573

)

 

(6,573

)

(4,582

)

 

(4,582

)

Preferred unit distributions

 

(10,104

)

3,098

 

(7,006

)

(7,007

)

 

(7,007

)

Interest income

 

4,891

 

 

4,891

 

6,975

 

 

6,975

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Default interest

 

(4,760

)

4,760

 

 

(60,958

)

60,958

 

 

Interest expense relating to extinguished debt

 

 

 

 

(11,045

)

11,045

 

 

Mark-to-market adjustments on debt

 

13,165

 

(13,165

)

 

11,357

 

(11,357

)

 

Write-off of mark-to-market adjustments on extinguished debt

 

33,356

 

(33,356

)

 

45,491

 

(45,491

)

 

Debt extinguishment expenses

 

(190

)

190

 

 

(12

)

12

 

 

Interest on existing debt

 

(762,785

)

 

(762,785

)

(771,341

)

 

(771,341

)

Warrant liability adjustment

 

(413,081

)

413,081

 

 

319,460

 

(319,460

)

 

Provision for income taxes

 

(5,823

)

5,823

 

 

(7,991

)

7,991

 

 

FFO from discontinued operations

 

17,476

 

(17,476

)

 

64,376

 

(64,376

)

 

FFO

 

$

286,924

 

$

390,661

 

$

677,585

 

$

938,976

 

$

(344,817

)

$

594,159

 

 



 

RECONCILIATIONS

GRAPHIC

 

Reconciliation of Non-GAAP to GAAP Financial Measures

(In thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2012

 

September 30,
2011

 

September 30,
2012

 

September 30,
2011

 

Reconciliation of NOI to GAAP Operating Income

 

 

 

 

 

 

 

 

 

NOI:

 

 

 

 

 

 

 

 

 

Pro Rata basis

 

$

518,774

 

$

496,810

 

$

1,536,632

 

$

1,483,182

 

Unconsolidated Properties

 

(95,253

)

(91,905

)

(292,116

)

(268,371

)

Consolidated Properties

 

423,521

 

404,905

 

1,244,516

 

1,214,811

 

Management fees and other corporate revenues

 

17,823

 

14,188

 

55,646

 

43,775

 

Property management and other costs

 

(38,903

)

(45,455

)

(119,350

)

(137,517

)

General and administrative

 

(10,045

)

(15,441

)

(31,675

)

(18,065

)

Provisions for impairment

 

(98,288

)

 

(98,288

)

 

Depreciation and amortization

 

(208,833

)

(226,360

)

(612,188

)

(675,536

)

Noncontrolling interest in operating income of Consolidated Properties and other

 

2,468

 

3,592

 

9,002

 

9,584

 

Operating income

 

$

87,743

 

$

135,429

 

$

447,663

 

$

437,052

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of EBITDA to GAAP Net (Loss) Income Attributable to Common Stockholders

 

 

 

 

 

 

 

 

 

EBITDA:

 

 

 

 

 

 

 

 

 

Pro Rata basis

 

$

482,046

 

$

445,121

 

$

1,421,352

 

$

1,354,253

 

Unconsolidated Properties

 

(89,505

)

(85,912

)

(271,636

)

(249,406

)

Consolidated Properties

 

392,541

 

359,209

 

1,149,716

 

1,104,847

 

Depreciation and amortization

 

(208,833

)

(226,360

)

(612,188

)

(675,536

)

Noncontrolling interest in NOI of Consolidated Properties

 

2,468

 

3,592

 

9,002

 

9,584

 

Interest income

 

766

 

680

 

2,307

 

1,912

 

Interest expense

 

(204,917

)

(217,173

)

(605,253

)

(667,326

)

Warrant liability adjustment

 

(123,381

)

337,781

 

(413,081

)

319,460

 

Provision for income taxes

 

(2,449

)

(3,954

)

(5,553

)

(7,882

)

Provision for impairment excluded from FFO

 

(98,288

)

 

(98,288

)

 

Equity in income (loss) of Unconsolidated Real Estate Affiliates

 

22,054

 

9,833

 

39,849

 

(2,534

)

Discontinued operations

 

13,576

 

(4,276

)

10,982

 

(13,688

)

Gain from change in control of investment properties

 

 

 

18,547

 

 

Allocation to noncontrolling interests

 

(1,424

)

(7,282

)

(9,477

)

(14,171

)

Net (loss) income attributable to common stockholders

 

$

(207,887

)

$

252,050

 

$

(513,437

)

$

54,666

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of FFO to GAAP Net (Loss) Income Attributable to Common Stockholders

 

 

 

 

 

 

 

 

 

FFO:

 

 

 

 

 

 

 

 

 

Consolidated Properties

 

$

61,863

 

$

493,288

 

$

137,358

 

$

811,971

 

Unconsolidated Properties and Noncontrolling Interests

 

48,466

 

47,017

 

149,566

 

127,005

 

Pro Rata basis

 

110,329

 

540,305

 

286,924

 

938,976

 

Depreciation and amortization of capitalized real estate costs

 

(234,548

)

(268,297

)

(727,760

)

(815,455

)

Gain from change in control of investment properties

 

 

 

18,547

 

 

Gains (losses) on sales of investment properties

 

12,302

 

5,799

 

17,634

 

8,423

 

Noncontrolling interests in depreciation of Consolidated Properties

 

1,624

 

1,559

 

5,347

 

5,569

 

Provision for impairment excluded from FFO

 

(98,288

)

 

(98,288

)

 

Provision for impairment excluded from FFO of discontinued operations

 

 

 

(10,393

)

 

Redeemable noncontrolling interests

 

1,603

 

(1,810

)

3,753

 

(386

)

Depreciation and amortization of discontinued operations

 

(909

)

(25,506

)

(9,201

)

(82,461

)

Net (loss) income attributable to common stockholders

 

$

(207,887

)

$

252,050

 

$

(513,437

)

$

54,666

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income (Loss) of Unconsolidated Real Estate Affiliates

 

 

 

 

 

 

 

 

 

Equity in Unconsolidated Properties:

 

 

 

 

 

 

 

 

 

NOI

 

$

95,253

 

$

91,905

 

$

292,116

 

$

268,371

 

Net property management fees and costs

 

(3,962

)

(4,367

)

(12,162

)

(12,487

)

Net interest expense

 

(38,774

)

(34,767

)

(113,965

)

(112,107

)

General and administrative, provisions for impairment, income taxes and noncontrolling interest in FFO

 

(1,891

)

(1,727

)

(8,637

)

(6,758

)

FFO of discontinued Unconsolidated Properties

 

 

(434

)

 

(432

)

FFO of Unconsolidated Properties

 

50,626

 

50,610

 

157,352

 

136,587

 

Depreciation and amortization of capitalized real estate costs

 

(28,583

)

(44,229

)

(122,145

)

(145,782

)

Other, including gain on sales of investment properties

 

11

 

3,452

 

4,642

 

6,661

 

Equity in income (loss) of Unconsolidated Real Estate Affiliates

 

$

22,054

 

$

9,833

 

$

39,849

 

$

(2,534

)