EX-99.1 2 a13-4187_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

 

GGP REPORTS FOURTH QUARTER RESULTS

FFO Increases 23.3%; Mall NOI Increases 6.5%; Raises Quarterly Dividend

 

Chicago, Illinois, February 4, 2013 – General Growth Properties, Inc. (the “Company”) (NYSE: GGP) today reported results for the three months and year ended December 31, 2012.

 

Financial Results

 

For the Three Months Ended December 31, 2012

 

Funds From Operations (“Company FFO”) increased 23.3% to $312 million, or $0.31 per diluted share, from $253 million, or $0.26 per diluted share, in the prior year period.

 

Earnings Before Interest, Taxes, Depreciation and Amortization (“Company EBITDA”) increased 9.6% to $557 million from $508 million in the prior year period.

 

Net Operating Income for the mall portfolio (“Mall NOI”) increased 6.5% to $585 million from $549 million in the prior year period.

 

Net income attributable to common stockholders, which is impacted primarily by depreciation expense, a net gain on extinguishment of debt and a non-cash accounting adjustment for outstanding warrants, was $32.2 million, or $0.04 per diluted share, as compared to a net loss of $368 million, or $0.39 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 $89 million and in the prior period by $264 million.

 

For the Year Ended December 31, 2012

 

Company FFO increased 13.7% to $994 million, or $0.99 per diluted share, from $874 million, or $0.88 per diluted share, in the prior year period.

 

Company EBITDA increased 7.0% to $1,995 million from $1,864 million in the prior year period.

 

Mall NOI increased 5.3% to $2,108 million from $2,001 million in the prior year period.

 

Net loss attributable to common stockholders, which is impacted primarily by depreciation expense, provisions for impairment, a net gain on extinguishment of debt and a non-cash accounting adjustment for outstanding warrants, was $481 million, or $0.52 loss per diluted share, as compared to a net loss of $313 million, or $0.37 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 $502 million whereas the adjustment in the prior period increased income from continuing operations by $55 million.

 

Operational Highlights

 

·  Tenant sales increased 6.6% to $545 per square foot on a trailing 12-month basis.

·  U.S. Regional mall leased percentage was 96.1% at quarter end, an increase of 60 basis points from December 31, 2011.

 

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·  Initial rental rates for leases commencing in 2012 on a suite-to-suite basis increased 10.2%, or $5.74 per square foot, to $61.84 per square foot when compared to the rental rate for expiring leases.

·  Leased 3.6 million square feet of anchor and big box space as of December 31, 2012.

 

Guidance

 

Company FFO for the year ending December 31, 2013, is expected to be $1.08 to $1.12 per diluted share. Company FFO for the first quarter 2013 is expected to be $0.24 to $0.26 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 Company FFO per share.

 

 

 

For the year ending

 

For the three months ending

 

 

 

December 31, 2013

 

March 31, 2013

 

 

 

Low End

 

High End

 

Low End

 

High End

 

Company FFO per diluted share

 

$

1.08

 

$

1.12

 

$

0.24

 

$

0.26

 

Warrant liability adjustment (1)

 

(0.06

)

(0.06

)

(0.06

)

(0.06

)

Adjustments (2)

 

(0.16

)

(0.16

)

(0.04

)

(0.04

)

FFO

 

0.86

 

0.90

 

0.14

 

0.16

 

Depreciation, including share of joint ventures (3)

 

(0.79

)

(0.79

)

(0.19

)

(0.19

)

Net income (loss) attributable to common stockholders

 

$

0.07

 

$

0.11

 

$

(0.05

)

$

(0.03

)

 

(1)   The Company’s purchase of warrants as discussed below will result in approximately $55.8 million of additional warrant liability adjustment expense in the first quarter 2013.

(2)   Refer to the Supplemental Information package for the nature of adjustments to reconcile FFO to Company FFO.  The Supplemental Information package is available in the Investors section of the Company’s website at www.ggp.com.

(3)   Impact of dilutive securities is included in the per share amount.

 

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.

 

Common Share Dividend

 

Today the Company announced that its Board of Directors declared a first quarter common stock dividend of $0.12 per share payable on April 30, 2013, to stockholders of record on April 16, 2013, representing an increase of $0.01 per share from the prior quarter.

 

Financing Activities

 

Unsecured Notes

 

During the three months ended December 31, 2012, the Company repaid $600 million of 6.75% unsecured notes scheduled to mature in May 2013. In connection with the repayment, the Company incurred approximately $15 million of prepayment fees.

 

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During the year ended December 31, 2012, the Company repaid $955 million of 6.75% unsecured notes scheduled to mature during 2012 and 2013.

 

On January 14, 2013, certain subsidiaries of the Company called for early redemption its 5.375% unsecured notes due November 26, 2013 (approximately $91.8 million). The redemption will occur on February 14, 2013, at the “Make-Whole Price,” as defined in the applicable indenture.

 

Property-Level Debt

 

During the three months ended December 31, 2012, the Company obtained $2 billion ($1.8 billion at share) of property-level debt with a weighted-average interest rate of 3.81% and term-to-maturity of 9.9 years. The prior loans had a weighted-average interest rate of 3.88% and a remaining term-to-maturity of 2.9 years. The transactions generated approximately $768 million of net proceeds.

 

During the year ended December 31, 2012, the Company obtained $8 billion ($7 billion at share) of property-level debt with a weighted-average interest rate of 4.20% and term-to-maturity of 9.4 years. The prior loans had a weighted-average interest rate of 5.30% and a remaining term-to-maturity of 2.6 years. The transactions generated approximately $1.4 billion of net proceeds and eliminated approximately $1.3 billion of recourse to the Company.

 

Investment Activities

 

Acquisitions

 

During the three months ended December 31, 2012, the Company acquired an additional 14.1% interest in Aliansce Shopping Centers, S.A. for approximately $195 million.

 

During the year ended December 31, 2012, the Company acquired an interest in approximately 2.7 million square feet of big box and anchor space for approximately $307 million. In addition, the Company acquired the remaining interest in two partially owned regional malls for $191 million, including assumption of $94 million of debt.

 

Dispositions

 

During the three months ended December 31, 2012, the Company disposed of approximately 3.2 million square feet of gross leasable area for $213 million. The transactions generated approximately $99 million of net proceeds after repayment of property-level debt.

 

During the year ended December 31, 2012, the Company disposed of assets comprising approximately 7.1 million square feet of gross leasable area for approximately $525 million. The transactions generated approximately $239 million of net proceeds after repayment of property-level debt.

 

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Development Activity

 

The Company has commenced redevelopment activities totaling about $900 million of capital investment (at share), encompassing 24 properties, with double digit returns, including Ala Moana, Fashion Show and Glendale Galleria, which account for approximately $660 million.

 

Purchase of Warrants

 

On January 28, 2013, the Company purchased the warrants held by the affiliates of The Blackstone Group and Fairholme Funds, Inc. for approximately $633 million. The Company funded the transactions using its available cash resources.

 

Investor Conference Call

 

On Tuesday, February 5, 2013, the Company will host a conference call at 8:00 a.m. CST (9:00 a.m. EST). 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. EST on February 5, 2013. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 83350201. 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.

 

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 exclusively on owning, managing, leasing, and redeveloping regional malls throughout the United States and Brazil. GGP’s portfolio is comprised of 126 regional malls in the United States and 18 malls in Brazil, comprising approximately 135 million square feet of gross leasable area. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.

 

 

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 from the spin-off of Rouse Properties, Inc., normal adjustments from operating properties such as straight-line, above/below market lease amortization, mark-to-market adjustments on debt and gains on the extinguishment of debt, 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.

 

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.

 

5



 

FINANCIAL OVERVIEW

GRAPHIC

 

Consolidated Statements of Operations(1)

(In thousands, except per share)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

417,923

 

$

396,156

 

$

1,578,074

 

$

1,536,328

 

Tenant recoveries

 

179,075

 

170,680

 

716,120

 

711,663

 

Overage rents

 

35,770

 

31,987

 

69,550

 

60,849

 

Management fees and other corporate revenues

 

16,303

 

17,398

 

71,949

 

61,165

 

Other

 

26,643

 

27,765

 

76,157

 

74,779

 

Total revenues

 

675,714

 

643,986

 

2,511,850

 

2,444,784

 

Expenses:

 

 

 

 

 

 

 

 

 

Real estate taxes

 

54,321

 

52,798

 

226,482

 

224,013

 

Property maintenance costs

 

24,334

 

22,001

 

84,783

 

91,204

 

Marketing

 

11,931

 

13,846

 

33,854

 

33,602

 

Other property operating costs

 

90,358

 

94,018

 

368,154

 

376,152

 

Provision for doubtful accounts

 

1,513

 

2,765

 

4,517

 

5,075

 

Property management and other costs

 

40,657

 

49,890

 

159,671

 

187,035

 

General and administrative

 

7,624

 

12,908

 

39,255

 

30,886

 

Provisions for impairment

 

 

916

 

58,198

 

916

 

Depreciation and amortization

 

190,930

 

208,945

 

793,877

 

874,189

 

Total expenses

 

421,668

 

458,087

 

1,768,791

 

1,823,072

 

Operating income

 

254,046

 

185,899

 

743,059

 

621,712

 

Interest income

 

624

 

512

 

2,924

 

2,418

 

Interest expense

 

(210,908

)

(213,115

)

(811,094

)

(879,532

)

Warrant liability adjustment

 

(89,153

)

(264,418

)

(502,234

)

55,042

 

Gain from change in control of investment properties

 

 

 

18,547

 

 

Loss on extinguishment of debt

 

(15,007

)

 

(15,007

)

 

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

 

(60,398

)

(291,122

)

(563,805

)

(200,360

)

Provision for income taxes

 

(3,538

)

(841

)

(9,091

)

(8,723

)

Equity in income of Unconsolidated Real Estate Affiliates (3)

 

38,493

 

5,432

 

78,342

 

2,898

 

Loss from continuing operations

 

(25,443

)

(286,531

)

(494,554

)

(206,185

)

Discontinued operations (2)

 

61,108

 

(81,731

)

23,021

 

(100,619

)

Net income (loss)

 

35,665

 

(368,262

)

(471,533

)

(306,804

)

Allocation to noncontrolling interests

 

(3,464

)

424

 

(9,700

)

(6,368

)

Net income (loss) attributable to common stockholders

 

$

32,201

 

$

(367,838

)

$

(481,233

)

$

(313,172

)

Basic Income (Loss) Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.03

)

$

(0.30

)

$

(0.54

)

$

(0.22

)

Discontinued operations

 

0.07

 

(0.09

)

0.02

 

(0.11

)

Total basic income (loss) per share

 

$

0.04

 

$

(0.39

)

$

(0.52

)

$

(0.33

)

Diluted Income (Loss) Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.03

)

$

(0.30

)

$

(0.54

)

$

(0.27

)

Discontinued operations

 

0.07

 

(0.09

)

0.02

 

(0.10

)

Total diluted income (loss) per share

 

$

0.04

 

$

(0.39

)

$

(0.52

)

$

(0.37

)

 


(1)  Amounts presented in accordance with GAAP.

(2)  Includes gain on extinguishment of debt for the three and twelve months ended December 31, 2012.

(3)  Includes gain on dilution of international investments for the three and twelve months ended December 31, 2012.

 



 

FINANCIAL OVERVIEW

GRAPHIC

 

Consolidated Balance Sheets(1)

(In thousands)

 

 

 

December 31, 2012

 

December 31, 2011

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

4,278,471

 

$

4,623,944

 

Buildings and equipment

 

18,806,858

 

19,837,750

 

Less accumulated depreciation

 

(1,440,301

)

(974,185

)

Construction in progress

 

376,529

 

135,807

 

Net property and equipment

 

22,021,557

 

23,623,316

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

2,865,871

 

3,052,973

 

Net investment in real estate

 

24,887,428

 

26,676,289

 

Cash and cash equivalents

 

624,815

 

572,872

 

Accounts and notes receivable, net

 

260,860

 

218,749

 

Deferred expenses, net

 

179,837

 

170,012

 

Prepaid expenses and other assets

 

1,329,465

 

1,805,535

 

Assets held for disposition

 

 

74,694

 

Total assets

 

$

27,282,405

 

$

29,518,151

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

15,966,866

 

$

17,143,014

 

Accounts payable and accrued expenses

 

1,212,231

 

1,445,738

 

Dividend payable

 

103,749

 

526,332

 

Deferred tax liabilities

 

28,174

 

29,220

 

Tax indemnification liability

 

303,750

 

303,750

 

Junior Subordinated Notes

 

206,200

 

206,200

 

Warrant liability

 

1,488,196

 

985,962

 

Liabilities held for disposition

 

 

74,795

 

Total liabilities

 

19,309,166

 

20,715,011

 

Redeemable noncontrolling interests:

 

 

 

 

 

Preferred

 

136,008

 

120,756

 

Common

 

132,211

 

103,039

 

Total redeemable noncontrolling interests

 

268,219

 

223,795

 

Equity:

 

 

 

 

 

Total stockholders’ equity

 

7,621,698

 

8,483,329

 

Noncontrolling interests in consolidated real estate affiliates

 

83,322

 

96,016

 

Total equity

 

7,705,020

 

8,579,345

 

Total liabilities and equity

 

$

27,282,405

 

$

29,518,151

 

 


(1)  Presented in accordance with GAAP.

 



 

PROPORTIONATE FINANCIAL SCHEDULES

GRAPHIC

 

Reconciliation of NOI, EBITDA, and FFO

For the Three Months Ended December 31, 2012 and 2011

(In thousands)

 

 

 

 

Three Months Ended December 31, 2012

 

Three Months Ended December 31, 2011

 

 

 

Pro Rata Basis

 

Adjustments

 

Company

 

Pro Rata Basis

 

Adjustments

 

Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

513,553

 

$

13,248

 

$

526,801

 

$

487,709

 

$

21,228

 

$

508,937

 

Tenant recoveries

 

213,015

 

 

213,015

 

207,545

 

 

207,545

 

Overage rents

 

43,123

 

 

43,123

 

39,176

 

 

39,176

 

Other revenue

 

36,358

 

 

36,358

 

31,457

 

 

31,457

 

Total property revenues

 

806,049

 

13,248

 

819,297

 

765,887

 

21,228

 

787,115

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

65,494

 

(1,578

)

63,916

 

67,745

 

(1,578

)

66,167

 

Property maintenance costs

 

29,316

 

 

29,316

 

27,173

 

 

27,173

 

Marketing

 

14,580

 

 

14,580

 

17,193

 

 

17,193

 

Other property operating costs

 

114,856

 

(1,389

)

113,467

 

114,324

 

(1,434

)

112,890

 

Provision for doubtful accounts

 

2,199

 

 

2,199

 

2,862

 

 

2,862

 

Total property operating expenses

 

226,445

 

(2,967

)

223,478

 

229,297

 

(3,012

)

226,285

 

NOI

 

$

579,604

 

$

16,215

 

$

595,819

 

$

536,590

 

$

24,240

 

$

560,830

 

Management fees and other corporate revenues

 

18,199

 

 

18,199

 

18,629

 

(9

)

18,620

 

Property management and other costs

 

(46,628

)

(424

)

(47,052

)

(56,157

)

4,813

 

(51,344

)

NOI after net property management costs

 

$

551,175

 

$

15,791

 

$

566,966

 

$

499,062

 

$

29,044

 

$

528,106

 

General and administrative

 

(10,077

)

 

(10,077

)

(17,054

)

(2,828

)

(19,882

)

EBITDA before provisions for impairment

 

$

541,098

 

$

15,791

 

$

556,889

 

$

482,008

 

$

26,216

 

$

508,224

 

Provisions for impairment

 

 

 

 

(916

)

916

 

 

EBITDA

 

$

541,098

 

$

15,791

 

$

556,889

 

$

481,092

 

$

27,132

 

$

508,224

 

Depreciation on non-income producing assets

 

(1,615

)

 

(1,615

)

(1,978

)

 

(1,978

)

Interest income

 

1,677

 

 

1,677

 

1,454

 

 

1,454

 

Preferred unit distributions

 

(2,310

)

 

(2,310

)

(2,648

)

 

(2,648

)

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Default interest

 

(1,791

)

1,791

 

 

(1,132

)

1,132

 

 

Interest expense relating to extinguished debt

 

 

 

 

 

 

 

Mark-to-market adjustments on debt

 

(2,696

)

2,696

 

 

5,375

 

(5,375

)

 

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

 

(287

)

287

 

 

148

 

(148

)

 

Debt extinguishment expenses

 

(15,007

)

15,007

 

 

36

 

(36

)

 

Interest on existing debt

 

(243,439

)

 

(243,439

)

(255,883

)

 

(255,883

)

Warrant liability adjustment

 

(89,153

)

89,153

 

 

(264,418

)

264,418

 

 

Provision for income taxes

 

(3,650

)

3,650

 

 

(919

)

919

 

 

FFO from discontinued operations

 

51,376

 

(50,714

)

662

 

7,826

 

(4,081

)

3,745

 

FFO

 

$

234,203

 

$

77,661

 

$

311,864

 

$

(31,047

)

$

283,961

 

$

252,914

 

 


 


 

PROPORTIONATE FINANCIAL SCHEDULES

GRAPHIC

 

Reconciliation of NOI, EBITDA, and FFO

For the Twelve Months Ended December 31, 2012 and 2011

(In thousands)

 

 

 

 

Twelve Months Ended December 31, 2012

 

Twelve Months Ended December 31, 2011

 

 

 

Pro Rata Basis

 

Adjustments

 

Company

 

Pro Rata Basis

 

Adjustments

 

Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

1,947,218

 

$

29,688

 

$

1,976,906

 

$

1,879,546

 

$

25,819

 

$

1,905,365

 

Tenant recoveries

 

855,860

 

 

855,860

 

850,263

 

 

850,263

 

Overage rents

 

86,035

 

 

86,035

 

73,283

 

 

73,283

 

Other revenue

 

104,958

 

 

104,958

 

90,040

 

 

90,040

 

Total property revenues

 

2,994,071

 

29,688

 

3,023,759

 

2,893,132

 

25,819

 

2,918,951

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

271,389

 

(6,312

)

265,077

 

270,176

 

(6,312

)

263,864

 

Property maintenance costs

 

102,835

 

 

102,835

 

110,107

 

 

110,107

 

Marketing

 

41,530

 

 

41,530

 

41,823

 

 

41,823

 

Other property operating costs

 

464,311

 

(5,687

)

458,624

 

454,602

 

(5,786

)

448,816

 

Provision for doubtful accounts

 

5,898

 

 

5,898

 

8,158

 

 

8,158

 

Total property operating expenses

 

885,963

 

(11,999

)

873,964

 

884,866

 

(12,098

)

872,768

 

NOI

 

$

2,108,108

 

$

41,687

 

$

2,149,795

 

$

2,008,266

 

$

37,917

 

$

2,046,183

 

Management fees and other corporate revenues

 

79,217

 

 

79,217

 

66,304

 

(421

)

65,883

 

Property management and other costs

 

(182,756

)

(1,696

)

(184,452

)

(208,540

)

20,518

 

(188,022

)

NOI after net property management costs

 

$

2,004,569

 

$

39,991

 

$

2,044,560

 

$

1,866,030

 

$

58,014

 

$

1,924,044

 

General and administrative

 

(50,011

)

 

(50,011

)

(41,506

)

(18,313

)

(59,819

)

EBITDA before provisions for impairment

 

$

1,954,558

 

$

39,991

 

$

1,994,549

 

$

1,824,524

 

$

39,701

 

$

1,864,225

 

Provisions for impairment

 

 

 

 

(916

)

916

 

 

EBITDA

 

$

1,954,558

 

$

39,991

 

$

1,994,549

 

$

1,823,608

 

$

40,617

 

$

1,864,225

 

Depreciation on non-income producing assets

 

(8,188

)

 

(8,188

)

(6,561

)

 

(6,561

)

Interest income

 

6,561

 

 

6,561

 

8,480

 

 

8,480

 

Preferred unit distributions

 

(12,414

)

3,098

 

(9,316

)

(9,654

)

 

(9,654

)

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Default interest

 

(5,545

)

5,545

 

 

(62,089

)

62,089

 

 

Interest expense relating to extinguished debt

 

 

 

 

(11,045

)

11,045

 

 

Mark-to-market adjustments on debt

 

10,932

 

(10,932

)

 

17,191

 

(17,191

)

 

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

 

33,069

 

(33,069

)

 

44,732

 

(44,732

)

 

Debt extinguishment expenses

 

(15,197

)

15,197

 

 

24

 

(24

)

 

Interest on existing debt

 

(999,966

)

 

(999,966

)

(1,020,436

)

 

(1,020,436

)

Warrant liability adjustment

 

(502,234

)

502,234

 

 

55,042

 

(55,042

)

 

Provision for income taxes

 

(9,474

)

9,474

 

 

(8,911

)

8,911

 

 

FFO from discontinued operations

 

69,028

 

(58,793

)

10,235

 

77,741

 

(39,375

)

38,366

 

FFO

 

$

521,130

 

$

472,745

 

$

993,875

 

$

908,122

 

$

(33,702

)

$

874,420

 

 



 

RECONCILIATIONS

GRAPHIC

 

Reconciliation of Non-GAAP to GAAP Financial Measures

(In thousands)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,
2012

 

December 31,
2011

 

December 31,
2012

 

December 31,
2011

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of NOI to GAAP Operating Income

 

 

 

 

 

 

 

 

 

NOI:

 

 

 

 

 

 

 

 

 

Pro Rata basis

 

$

579,604

 

$

536,590

 

$

2,108,108

 

$

2,008,266

 

Unconsolidated Properties

 

(106,293

)

(100,478

)

(398,409

)

(368,848

)

Consolidated Properties

 

473,311

 

436,112

 

1,709,699

 

1,639,418

 

Management fees and other corporate revenues

 

16,303

 

17,398

 

71,949

 

61,165

 

Property management and other costs

 

(40,657

)

(49,890

)

(159,671

)

(187,035

)

General and administrative

 

(7,624

)

(12,908

)

(39,255

)

(30,883

)

Provisions for impairment

 

 

(916

)

(58,198

)

(916

)

Depreciation and amortization

 

(190,930

)

(208,945

)

(793,877

)

(874,189

)

Gains on sales of investment properties

 

 

2,402

 

 

2,402

 

Noncontrolling interest in operating income of Consolidated Properties and other

 

3,643

 

2,646

 

12,412

 

11,750

 

Operating income

 

$

254,046

 

$

185,899

 

$

743,059

 

$

621,712

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

EBITDA:

 

 

 

 

 

 

 

 

 

Pro Rata basis

 

$

541,098

 

$

481,092

 

$

1,954,558

 

$

1,823,608

 

Unconsolidated Properties

 

(99,609

)

(91,211

)

(371,246

)

(340,616

)

Consolidated Properties

 

441,489

 

389,881

 

1,583,312

 

1,482,992

 

Depreciation and amortization

 

(190,930

)

(208,945

)

(793,877

)

(874,189

)

Noncontrolling interest in NOI of Consolidated Properties

 

3,643

 

2,646

 

12,412

 

11,750

 

Interest income

 

624

 

512

 

2,924

 

2,418

 

Interest expense

 

(210,908

)

(213,115

)

(811,094

)

(879,532

)

Warrant liability adjustment

 

(89,153

)

(264,418

)

(502,234

)

55,042

 

Provision for income taxes

 

(3,538

)

(841

)

(9,091

)

(8,723

)

Provision for impairment excluded from FFO

 

 

 

(58,198

)

 

Equity in income of Unconsolidated Real Estate Affiliates

 

38,493

 

5,432

 

78,342

 

2,898

 

Discontinued operations

 

61,108

 

(81,731

)

23,021

 

(100,619

)

Gain from change in control of investment properties

 

 

 

18,547

 

 

Loss on extinguishment of debt

 

(15,007

)

 

(15,007

)

 

Gains on sales of investment properties

 

 

2,402

 

 

2,402

 

Allocation to noncontrolling interests

 

(3,620

)

339

 

(10,290

)

(7,611

)

Net income (loss) attributable to common stockholders

 

$

32,201

 

$

(367,838

)

$

(481,233

)

$

(313,172

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

FFO:

 

 

 

 

 

 

 

 

 

Consolidated Properties

 

$

174,444

 

$

(81,223

)

$

309,058

 

$

725,659

 

Unconsolidated Properties and Noncontrolling Interests

 

59,759

 

50,176

 

212,072

 

182,463

 

Pro Rata basis

 

234,203

 

(31,047

)

521,130

 

908,122

 

Depreciation and amortization of capitalized real estate costs

 

(236,373

)

(257,498

)

(954,893

)

(1,062,661

)

Gain from change in control of investment properties

 

 

 

18,547

 

 

Gains on sales of investment properties

 

34,747

 

8,364

 

52,378

 

16,784

 

Noncontrolling interests in depreciation of Consolidated Properties

 

1,520

 

3,766

 

6,870

 

9,343

 

Provision for impairment excluded from FFO

 

 

 

(58,198

)

 

Provision for impairment excluded from FFO of discontinued operations

 

 

(67,466

)

(50,483

)

(67,466

)

Redeemable noncontrolling interests

 

(261

)

2,598

 

3,492

 

2,212

 

Depreciation and amortization of discontinued operations

 

(1,635

)

(26,555

)

(20,076

)

(119,506

)

Net income (loss) attributable to common stockholders

 

$

32,201

 

$

(367,838

)

$

(481,233

)

$

(313,172

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Equity in Unconsolidated Properties:

 

 

 

 

 

 

 

 

 

NOI

 

$

106,293

 

$

100,478

 

$

398,409

 

$

368,848

 

Net property management fees and costs

 

(4,231

)

(5,121

)

(16,392

)

(17,609

)

Net interest expense

 

(37,297

)

(37,588

)

(151,263

)

(149,694

)

General and administrative, provisions for impairment,

 

 

 

 

 

 

 

 

 

income taxes and noncontrolling interest in FFO

 

(2,575

)

(4,239

)

(11,212

)

(10,997

)

FFO of discontinued Unconsolidated Properties

 

 

(997

)

 

(1,429

)

FFO of Unconsolidated Properties

 

62,190

 

52,533

 

219,542

 

189,119

 

Depreciation and amortization of capitalized real estate costs

 

(47,059

)

(50,562

)

(169,204

)

(196,344

)

Other, including gain on sales of investment properties

 

23,362

 

3,461

 

28,004

 

10,123

 

Equity in income of Unconsolidated Real Estate Affiliates

 

$

38,493

 

$

5,432

 

$

78,342

 

$

2,898