EX-99.1 2 fcrtex991q3-2016.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1






forestcitylogogreena11.jpg

Supplemental Package
For the Quarter Ended September 30, 2016




Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package
Third Quarter 2016
Index
Corporate Description
Selected Financial Information
 
Consolidated Balance Sheets
Consolidated Statements of Operations
Net Asset Value Components
Supplemental Operating Information
 
Occupancy Data
Retail Sales Data
Leasing Summary
Comparable Net Operating Income (NOI)
NOI Detail
NOI by Product Type
NOI by Core Market
Reconciliation of Earnings (Loss) Before Income Taxes to NOI
Net Earnings
Reconciliation of Net Earnings (Loss) to FFO
Reconciliation of FFO to Operating FFO
Reconciliation of Net Earnings (Loss) to EBITDA
Operating FFO Bridges
Historical Trends
Development Pipeline
Supplemental Financial Information
 
Common Stock Data/Financial Covenants
Nonrecourse Debt Maturities Table
Appendix
This supplemental package, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of our Form 10-K for the year ended December 31, 2015 and other factors that might cause differences, some of which could be material, include, but are not limited to, our ability to qualify or to remain qualified as a real estate investment trust (“REIT”), our ability to satisfy REIT distribution requirements, the impact of issuing equity, debt or both, and selling assets to satisfy our future distributions required as a REIT or to fund capital expenditures, future growth and expansion initiatives, the impact of the amount and timing of any future distributions, the impact from complying with REIT qualification requirements limiting our flexibility or causing us to forego otherwise attractive opportunities beyond rental real estate operations, the impact of complying with the REIT requirements related to hedging, our lack of experience operating as a REIT, legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service, the possibility that our Board of Directors will unilaterally revoke our REIT election, the possibility that the anticipated benefits of qualifying as a REIT will not be realized, or will not be realized within the expected time period, the impact of current lending and capital market conditions on our liquidity, our ability to finance or refinance projects or repay our debt, the impact of the slow economic recovery on the ownership, development and management of our commercial real estate portfolio, general real estate investment and development risks, litigation risks, vacancies in our properties, risks associated with developing and managing properties in partnership with others, competition, our ability to renew leases or re-lease spaces as leases expire, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, the impact of terrorist acts and other armed conflicts, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our revolving credit facility, term loan facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, our ability to receive payment on the notes receivable issued by Onexim in connection with their purchase of our interests in the Barclays Center and the Nets, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of our insurance carriers, environmental liabilities, competing interests of our directors and executive officers, the ability to recruit and retain key personnel, risks associated with the sale of tax credits, downturns in the housing market, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, changes in federal, state or local tax laws, volatility in the market price of our publicly traded securities, inflation risks, cybersecurity risks, cyber incidents, conflicts of interest, and risks related to our organizational structure including operating through our Operating Partnership and our UPREIT structure, as well as other risks listed from time to time in our SEC filings, including but not limited to, our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

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Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Corporate Description
We principally engage in the operation, development, management and acquisition of office, retail and residential real estate and land throughout the United States. We have approximately $8.6 billion of consolidated assets in 20 states and the District of Columbia at September 30, 2016. Our core markets include Boston, Chicago, Dallas, Denver, Los Angeles, Philadelphia and the greater metropolitan areas of New York City, San Francisco and Washington D.C. We have regional offices in Boston, Dallas, Denver, Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.
REIT Conversion
On January 13, 2015, the board of directors of Forest City Enterprises, Inc., our predecessor, approved a plan to pursue conversion to REIT status. On May 29, 2015, Forest City Enterprises, Inc. formed Forest City Realty Trust, Inc. (with its subsidiaries, the “Company”) as a Maryland corporation and wholly-owned subsidiary of Forest City Enterprises, Inc. On October 20, 2015, the shareholders of Forest City Enterprises, Inc. approved and adopted the merger agreement that implemented the restructuring of Forest City Enterprises, Inc. into a holding company so as to facilitate its conversion to a REIT.
Pursuant to the merger agreement, effective as of 11:59 pm, Eastern Time, on December 31, 2015 (the “Effective Time”), (i) a wholly-owned subsidiary of the Company merged with and into Forest City Enterprises, Inc., with Forest City Enterprises, Inc. as the surviving corporation, (ii) each outstanding share of Forest City Enterprises, Inc. Class A common stock, par value $.33 1/3 per share, and Class B common stock, par value $.33 1/3 per share, automatically converted into one share of Forest City Realty Trust, Inc. Class A common stock, $.01 par value per share, and Class B common stock, $.01 par value per share, respectively, (iii) Forest City Enterprises, Inc. became a wholly-owned subsidiary of the Company and (iv) the Company became the publicly-traded New York Stock Exchange-listed parent company that succeeded to and continued to operate substantially all of the existing businesses of Forest City Enterprises, Inc. and its subsidiaries. In addition, each share of Class A common stock of Forest City Enterprises, Inc. held in treasury at December 31, 2015 ceased to be outstanding at the Effective Time of the Merger, and a corresponding adjustment was recorded to Class A common stock and additional paid-in capital. Immediately following the merger, Forest City Enterprises, Inc. converted into a Delaware limited partnership named “Forest City Enterprises, L.P.” (the “Operating Partnership”).
In this supplemental package, unless otherwise specifically stated or the context otherwise requires, all references to “the Company,” “Forest City,” “we,” “our,” “us” and similar terms refer to Forest City Enterprises, Inc. and its consolidated subsidiaries prior to the Effective Time and Forest City Realty Trust, Inc. and its consolidated subsidiaries, including the Operating Partnership, as of the Effective Time and thereafter.
Company Operations
As of January 1, 2016, we believe that we are organized in a manner that enables us to qualify, and intend to operate in a manner that will allow us to continue to qualify, as a REIT for federal income tax purposes. As such, we intend to elect REIT status for our taxable year ending December 31, 2016, upon filing the 2016 Form 1120-REIT with the Internal Revenue Service on or before September 15, 2017.
We hold substantially all of our assets, and conduct substantially all of our business, through the Operating Partnership. We are the sole general partner of the Operating Partnership and, as of September 30, 2016, we directly or indirectly own all of the limited partnership interests in the Operating Partnership.
We hold and operate certain of our assets through one or more taxable REIT subsidiaries (“TRSs”). A TRS is a subsidiary of a REIT that is subject to applicable corporate income tax. Our use of TRSs enables us to continue to engage in certain businesses while complying with REIT qualification requirements and also allows us to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. The primary non-REIT qualified businesses held in TRSs include 461 Dean Street, an apartment building in Brooklyn, New York, the Pacific Park Brooklyn project, land development operations, Barclays Center arena (sold in January 2016), the Brooklyn Nets (the “Nets”) (sold in January 2016) and military housing operations (sold in February 2016). In the future, we may elect to reorganize and transfer certain assets or operations from our TRSs to other subsidiaries, including qualified REIT subsidiaries.
We recently completed an internal reorganization and are presenting reportable segments based on this new structure beginning with the reporting period ending September 30, 2016. The new structure is organized around our real estate operations, real estate development and corporate support service functions. Real Estate Operations is comprised of three reportable operating segments: Office, Retail and Apartments. Development, Corporate and Other are the remaining three reportable operating segments. Prior periods have been recast to conform to the current period’s reportable segment presentation.





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Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Real Estate Operations represents the performance of our core rental real estate portfolio and is comprised of the following three reportable operating segments:
Office - owns, acquires and operates office and life science buildings.
Retail - owns, acquires and operates regional malls and specialty/urban retail centers.
Apartments - owns, acquires and operates residential rental properties, including upscale and middle-market apartments, adaptive re-use developments and subsidized senior housing.
The remaining three reportable operating segments consist of the following:
Development represents the development and construction of office and life science buildings, regional malls, specialty/urban retail centers, residential rental properties, condominiums and mixed-use projects, along with recently opened operating properties prior to stabilization. Development also includes the horizontal development and sale of land to residential, commercial and industrial customers primarily at our Stapleton project in Denver, Colorado.
Corporate is comprised of departments providing executive oversight to the entire company and various support services for Operations, Development and Corporate employees.
Other represents the operations of several non-core investments, including the Barclays Center, a sports and entertainment arena located in Brooklyn, New York (“Arena”) (sold in January 2016), our equity method investment in the Nets (sold in January 2016), and military housing operations (sold in February 2016).

Segment Transfers
The Development segment includes projects in development, projects under construction along with recently opened operating properties prior to stabilization. Projects will be reported in their applicable operating segment (Office, Retail or Apartments) beginning effective January 1 of the year following stabilization. Therefore, the Development segment will continue to report results from recently opened properties until the year-end following initial stabilization. We generally define stabilized properties as being 92% occupied or having been open and operating for one or two years, depending on the size of the project. Once a stabilized property is transferred to the applicable Operations segment on January 1, it will be considered “comparable” beginning with the next January 1, as that will be the first time the property is stabilized in both periods presented.

Segment Reclassifications
Concurrent with our internal reorganization, certain functions previously performed within our old business unit structure were centralized into our corporate segment. We analyzed the allocation methodology of these new corporate functions and our historic corporate functions and how it relates to support services provided to our new segments within our new organizational structure. As a result of this analysis, certain expenses previously recorded in the old business units and reported on the property operating and management expenses financial statement line item are recorded in the corporate segment and included in the corporate general and administrative expense financial statement line item. To conform to the current year presentation, $730,000 and $2,880,000, have been reclassed from property operating and management expenses to corporate general and administrative expenses for the three and nine months ended September 30, 2015, respectively. In addition, $2,260,000 reported as property operating and management expense for the six months ended June 30, 2016 was reclassed and is now included in corporate general and administrative expense for the nine months ended September 30, 2016.

Supplemental Financial and Operating Information
We recommend this supplemental package be read in conjunction with our Form 10-Q for the three and nine months ended September 30, 2016. This supplemental package contains consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). We also present certain financial information at total company ownership because we believe this information is useful to financial statement users as this method reflects the manner in which we operate our business. We believe financial information and other operating metrics at total company ownership including net asset value (“NAV”) components, net operating income (“NOI”), comparable NOI, Funds From Operations (“FFO”), Operating FFO, Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA and Net Debt to Adjusted EBITDA are necessary to understand our business and operating results, along with net earnings and other GAAP measures. Our financial statement users can use these non-GAAP measures as supplementary information to evaluate our business. Our non-GAAP measures or information shown at total company ownership are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.

This supplemental package also contains financial information of entities consolidated under GAAP (“Fully Consolidated Entities”), financial information on our partners share of entities consolidated under GAAP (“Noncontrolling Interest”) and financial information on our share of entities accounted for using the equity method accounting (“Company Share of Unconsolidated Entities”). We believe disclosing financial information on Fully Consolidated Entities, Noncontrolling Interest and Company Share of Unconsolidated Entitie

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Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

s is essential to allow our financial statement users the ability to arrive at our Total Company ownership of all of our real estate investments, whether or not we “control” the investment under GAAP.

Financial information related to Fully Consolidated Entities, Noncontrolling Interest and Company Share of Unconsolidated Entities is included in the Appendix section of this supplemental package.

Supplemental Operating Information
The operating information contained in this document includes: occupancy data, retail sales data, leasing summaries, comparable NOI, NOI by product type and core market, reconciliation of NOI to earnings (loss) before income taxes, reconciliation of net earnings (loss) to FFO, reconciliation of FFO to Operating FFO, reconciliation of net earnings (loss) to EBITDA, Operating FFO bridges, historical trends and our development pipeline. We believe this information gives interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including stabilized properties open and operated in the nine months ended September 30, 2016 and 2015. We believe occupancy data, retail sales data, leasing spreads on retail and office properties, and other rental rate information on multi-family properties represent meaningful operating statistics about us.

Consolidation Method
In line with industry practice, we have a number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. Under GAAP, the full consolidation method is used to report assets and liabilities at 100% if deemed to be under our control or if we are deemed to be the primary beneficiary of the variable interest entity (“VIE”), even if our ownership is not 100%.

Net Asset Value Components
We disclose components of our business relevant to calculate NAV, a non-GAAP measure. There is no directly comparable GAAP financial measure to NAV. We consider NAV to be a useful supplemental measure which assists both management and investors to estimate the fair value of our Company. The calculation of NAV involves significant estimates and can be calculated using various methods. Each individual investor must determine the specific methodology, assumptions and estimates to use to arrive at an estimated NAV of the Company. NAV components are shown at our total company ownership. We believe disclosing the components at total company ownership is essential to estimate NAV, as they represent our estimated proportionate amount of assets and liabilities the Company is entitled to.

The components of NAV do not consider the potential changes in rental and fee income streams or development platform. The components include non-GAAP financial measures, such as NOI and information related to our rental properties business at the Company’s share. Although these measures are not presented in accordance with GAAP, investors can use these non-GAAP measures as supplementary information to evaluate our business. The non-GAAP measures presented are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.

FFO
FFO, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors impact net earnings in the short-term, we believe FFO presents a more consistent view of the overall financial performance of our business from period-to-period since the core of our business is the recurring operations of our portfolio of real estate assets. Management believes that the exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the assets that form the core of the Company’s activity and assists in comparing those operating results between periods. Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets and impairment of depreciable real estate, management believes that FFO, along with the required GAAP presentations, provides a more complete measurement of the Company’s performance relative to its competitors and a more appropriate basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide.

The majority of our peers in the publicly traded real estate industry are REITs and report operations using FFO as defined by the National Association of Real Estate Investment Trusts (“NAREIT”). Although we were not a REIT for the prior period presented, management believes it is important to publish this measure to allow for easier comparison of our performance to our peers. The major difference between us and our REIT peers is that we were a taxable entity and any taxable income we generated could have resulted in payment of federal or state income taxes. Our REIT peers typically do not pay federal or state income taxes on their qualified REIT investments, but distribute a significant portion of their taxable income to shareholders. Due to our effective tax management policies, we have not historically been a significant payer of income taxes. This has allowed us to retain our internally generated cash flows but has also resulted in large expenses for deferred taxes as required by GAAP.

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Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information


FFO is defined by NAREIT as net earnings excluding the following items at our proportionate share: i) gain (loss) on full or partial disposition of rental properties, divisions and other investments (net of tax); ii) non-cash charges for real estate depreciation and amortization; iii) impairment of depreciable real estate (net of tax); and iv) cumulative or retrospective effect of change in accounting principle (net of tax).

Operating FFO
In addition to reporting FFO, we report Operating FFO as an additional measure of our operating performance. We believe it is appropriate to adjust FFO for significant items driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the on-going operating performance of our properties. We use Operating FFO as an indicator of continuing operating results in planning and executing our business strategy. Operating FFO should not be considered to be an alternative to net earnings computed under GAAP as an indicator of our operating performance and may not be directly comparable to similarly-titled measures reported by other companies.

We define Operating FFO as FFO adjusted to exclude: i) impairment of non-depreciable real estate; ii) write-offs of abandoned development projects and demolition costs; iii) income recognized on state and federal historic and other tax credits; iv) gains or losses from extinguishment of debt; v) change in fair market value of nondesignated hedges; vi) gains or losses on change in control of interests; vii) the adjustment to recognize rental revenues and rental expense using the straight-line method; viii) participation payments to ground lessors on refinancing of our properties; ix) other transactional items; x) the Nets pre-tax FFO; and xi) income taxes on FFO.

EBITDA
EBITDA, a non-GAAP measure, is defined as net earnings excluding the following items at our proportionate share: i) non-cash charges for depreciation and amortization; ii) interest expense; iii) amortization of mortgage procurement costs; and iv) income taxes. EBITDA may not be directly comparable to similarly-titled measures reported by other companies. We use EBITDA as a starting point in order to derive Adjusted EBITDA as further described below.

Adjusted EBITDA
We define Adjusted EBITDA, a non-GAAP measure, as EBITDA adjusted to exclude: i) impairment of real estate; ii) gains or losses from extinguishment of debt; iii) gain (loss) on full or partial disposition of rental properties, development projects and other investments; iv) gains or losses on change in control of interests; v) other transactional items, including REIT conversion, reorganization costs and termination benefits; and vi) the Nets pre-tax EBITDA. We believe EBITDA, Adjusted EBITDA and net debt to Adjusted EBITDA provide additional information in evaluating our credit and ability to service our debt obligations. Adjusted EBITDA is used by the chief operating decision maker and management to assess operating performance and resource allocations by segment and on a consolidated basis. Management believes Adjusted EBITDA gives the investment community a more complete understanding of the Company’s operating results, including the impact of general and administrative expenses and acquisition-related expenses, before the impact of investing and financing transactions and facilitates comparisons with competitors. However, Adjusted EBITDA should not be viewed as an alternative measure of the Company’s operating performance since it excludes financing costs as well as depreciation and amortization costs which are significant economic costs that could materially impact the Company’s results of operations and liquidity. Other REITs may use different methodologies for calculating Adjusted EBITDA and, accordingly, the Company’s Adjusted EBITDA may not be comparable to other REITs.

Net Debt to Adjusted EBITDA
Net Debt to Adjusted EBITDA is defined as total debt, net at our proportionate share (total debt includes outstanding borrowings on our revolving credit facility, our term loan facility, convertible senior debt, net, nonrecourse mortgages and notes payable, net) less cash and equivalents, at our proportionate share, divided by Adjusted EBITDA. Net Debt to Adjusted EBITDA is a supplemental measure derived from non-GAAP financial measures that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors use versions of this ratio in a similar manner. The Company’s method of calculating the ratio may be different from methods used by other REITs and, accordingly, may not be comparable to other REITs.

NOI
NOI, a non-GAAP measure, reflects our share of the core operations of our rental real estate portfolio, prior to any financing activity. NOI is defined as revenues less operating expenses of consolidated and unconsolidated subsidiaries within our Office, Retail, Apartments and Development segments, except for revenues and cost of sales associated with sales of land held in these segments. The activities of our Corporate and Other segments do not involve the operations of our rental property portfolio and therefore are not included in NOI.

We believe NOI provides important information about our core operations and, along with earnings before income taxes, is necessary to understand our business and operating results. Because NOI excludes general and administrative expenses, interest expense,

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Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

depreciation and amortization, revenues and cost of sales associated with sales of land, other non-property income and losses, and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial and residential real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income. We use NOI to evaluate our operating performance on a portfolio basis since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, rental rates, and tenant mix have on our financial results. Investors can use NOI as supplementary information to evaluate our business. In addition, management believes NOI provides useful information to the investment community about our financial and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of performance in the real estate industry. NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, our GAAP measures, and may not be directly comparable to similarly-titled measures reported by other companies.

Comparable NOI
We use comparable NOI as a metric to evaluate the performance of our office, retail and apartment properties. This measure provides a same-store comparison of operating results of all stabilized properties that are open and operating in all periods presented. Non-capitalizable development costs and unallocated management and service company overhead are not directly attributable to an individual operating property and are considered non-comparable NOI. In addition, certain income and expense items at the property level, such as lease termination income, real estate tax assessments or rebates, certain litigation expenses incurred and any related legal settlements and NOI impacts of changes in ownership percentages, are excluded from comparable NOI. Other properties and activities such as Arena, federally assisted housing, military housing, straight-line rent adjustments and participation payments as a result of refinancing transactions are not evaluated on a comparable basis and the NOI from these properties and activities is considered non-comparable NOI.

Comparable NOI is an operating statistic defined as NOI from stabilized properties operated in all periods presented, net of noncontrolling interests. Comparable NOI is useful because it measures the performance of the same properties on a period-to-period basis and is used to assess operating performance and resource allocation of the operating properties. While property dispositions, acquisitions or other factors impact net earnings in the short term, we believe comparable NOI presents a more consistent view of the overall performance of our operating portfolio from period to period. A reconciliation of earnings (loss) before income taxes, the most comparable financial measure calculated in accordance with GAAP, to NOI, a reconciliation of NOI to earnings (loss) before income taxes for each operating segment and a reconciliation from NOI to comparable NOI are included in this supplemental package.

Other Reclassifications
In April 2015, the FASB issued an Accounting Standards Update to simplify the presentation of debt issuance costs. This guidance requires that third-party debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the debt. This guidance is effective for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2015. As a result of the adoption of this guidance on January 1, 2016, we reclassified mortgage procurement costs from other assets to nonrecourse mortgage debt and notes payable, net and convertible senior debt, net on the December 31, 2015 Consolidated Balance Sheet. In addition, we reclassified mortgage procurement costs from assets held for sale to liabilities held for sale on the December 31, 2015 Consolidated Balance Sheet.







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Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Corporate Headquarters
Forest City Realty Trust, Inc.
Terminal Tower
50 Public Square, Suite 1100
Cleveland, Ohio 44113
Annual Report on Form 10-K
A copy of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2015, can be found on our website under SEC Filings or may be obtained without charge upon written request to:
Jeffrey B. Linton
Senior Vice President - Corporate Communication
JeffLinton@forestcity.net
Website
www.forestcity.net
The information contained on this website is not incorporated herein by reference and does not constitute a part of this supplemental package.
Investor Relations
Michael E. Lonsway
Senior Vice President - Planning
MikeLonsway@forestcity.net
Investor Presentations
Please note we periodically post updated investor presentations on the Investors page of our website at www.forestcity.net. It is possible the periodic updates may include information deemed to be material. Therefore, we encourage investors, the media, and other interested parties to review the Investors page of our website at www.forestcity.net for the most recent investor presentation.
Transfer Agent and Registrar
Wells Fargo
Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-9440
(800) 468-9716
www.shareowneronline.com
NYSE Listings
FCEA - Class A Common Stock ($.01 par value)
FCEB - Class B Common Stock ($.01 par value)
Dividend Reinvestment and Stock Purchase Plan
We offer our shareholders the opportunity to purchase additional shares of common stock through the Forest City Realty Trust, Inc. Dividend Reinvestment and Stock Purchase Plan (the “Plan”). You may obtain a copy of the Plan prospectus and an enrollment card by contacting Wells Fargo Shareowner Services at (800) 468-9716 or by visiting www.shareowneronline.com.


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Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – (Unaudited)
 
September 30, 2016
December 31, 2015
 
(in thousands)
Assets
 
 
Real Estate
 
 
Completed rental properties
 
 
Office
$
3,568,877

$
3,674,061

Retail
424,090

1,254,721

Apartments
2,565,017

2,423,361

Total Operations
6,557,984

7,352,143

Recently-Opened Properties/Redevelopment
533,574

330,830

Corporate
10,626

10,542

Other

556

Total completed rental properties
7,102,184

7,694,071

Projects under construction
 
 
Office
98,493

84,253

Retail


Apartments
452,901

545,574

Total projects under construction
551,394

629,827

Projects under development
 
 
Operating properties
13,533

36,152

Office
100,392

90,246

Retail

23,777

Apartments
111,050

109,616

Total projects under development
224,975

259,791

Total projects under construction and development
776,369

889,618

Land inventory
72,763

69,318

Total Real Estate
7,951,316

8,653,007

Less accumulated depreciation
(1,427,021
)
(1,624,920
)
Real Estate, net
6,524,295

7,028,087

Cash and equivalents
385,998

265,677

Restricted cash
146,750

161,891

Accounts receivable, net
219,903

221,562

Notes receivable
410,461

154,585

Investments in and advances to unconsolidated entities
539,209

678,872

Lease procurement costs, net
79,291

95,924

Prepaid expenses and other deferred costs, net
80,611

107,848

Intangible assets, net
141,969

198,672

Deferred income taxes, net

83,645

Assets held for sale
22,320

926,387

Total Assets
$
8,550,807

$
9,923,150


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Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheets – (Unaudited)
 
September 30, 2016
December 31, 2015
 
(in thousands)
Liabilities and Equity
 
 
Liabilities
 
 
Nonrecourse mortgage debt and notes payable, net
 
 
Completed rental properties
 
 
Office
$
1,787,535

$
1,815,297

Retail
224,675

559,337

Apartments
1,372,068

1,281,557

Total Operations
3,384,278

3,656,191

Recently-Opened Properties/Redevelopment
231,584

196,822

Other


Total completed rental properties
3,615,862

3,853,013

Projects under construction
 
 
Office
23,877

20,189

Retail


Apartments
72,422

50,353

Total projects under construction
96,299

70,542

Projects under development
 
 
Operating properties


Office


Retail


Apartments
31,667

32,147

Total projects under development
31,667

32,147

Total projects under construction and development
127,966

102,689

Land inventory


Nonrecourse mortgage debt and notes payable, net
3,743,828

3,955,702

Revolving credit facility


Term loan facility


Convertible senior debt, net
112,067

267,235

Construction payables
155,451

166,811

Operating accounts payable and accrued expenses
563,847

622,327

Accrued derivative liability
60,595

73,679

Total Accounts payable, accrued expenses and other liabilities
779,893

862,817

Cash distributions and losses in excess of investments in unconsolidated entities
149,314

150,255

Liabilities held for sale
353

552,607

Total Liabilities
4,785,455

5,788,616

Redeemable Noncontrolling Interest

159,978

Equity
 
 
Shareholders’ Equity
 
 
Shareholders’ equity before accumulated other comprehensive loss
3,310,637

3,586,237

Accumulated other comprehensive loss
(47,936
)
(67,905
)
Total Shareholders’ Equity
3,262,701

3,518,332

Noncontrolling interest
502,651

456,224

Total Equity
3,765,352

3,974,556

Total Liabilities and Equity
$
8,550,807

$
9,923,150



 
 
 
 
 

 
 
 
 
 

10



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statement of Operations – (Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
2015
 
2016
2015
 
(in thousands)
Revenues
 
 
 
 
 
Rental
$
162,257

$
168,723

 
$
487,986

$
457,809

Tenant recoveries
33,755

38,161

 
93,989

101,241

Service and management fees
17,027

9,911

 
38,220

31,394

Parking and other
14,166

17,145

 
43,564

43,644

Arena


 


Land sales
10,325

23,535

 
22,479

47,589

Subsidized Senior Housing


 


Military Housing

6,945

 
3,518

23,724

Total revenues
237,530

264,420

 
689,756

705,401

Expenses
 
 
 
 
 
Property operating and management
87,460

96,485

 
258,815

283,060

Real estate taxes
21,682

24,261

 
67,748

66,959

Ground rent
3,780

3,701

 
10,866

9,376

Arena operating


 


Cost of land sales
3,148

9,189

 
5,190

15,716

Subsidized Senior Housing operating


 


Military Housing operating

1,938

 
2,730

6,289

Corporate general and administrative
17,917

10,921

 
51,779

38,775

REIT conversion, reorganization costs and termination benefits
8,092

9,515

 
22,493

25,498

 
142,079

156,010

 
419,621

445,673

Depreciation and amortization
62,892

71,155

 
188,521

180,379

Write-offs of abandoned development projects
10,058


 
10,058

5,778

Impairment of real estate
142,261

425,463

 
156,825

425,463

Total expenses
357,290

652,628

 
775,025

1,057,293

Operating loss
(119,760
)
(388,208
)
 
(85,269
)
(351,892
)
Interest and other income
11,980

8,995

 
32,665

27,977

Net gain on disposition of interest in unconsolidated entities


 


Net loss on change in control of interests


 

487,684

Interest expense
(34,060
)
(39,592
)
 
(101,130
)
(119,685
)
Amortization of mortgage procurement costs
(1,314
)
(1,793
)
 
(4,395
)
(5,756
)
Loss on extinguishment of debt

(23,609
)
 
(29,084
)
(61,953
)
Earnings (loss) before income taxes and earnings (loss) from unconsolidated entities
(143,154
)
(444,207
)
 
(187,213
)
(23,625
)
Earnings (loss) from unconsolidated entities
(299,967
)
7,335

 
(268,267
)
37,250

Earnings (loss) before income taxes
(443,121
)
(436,872
)
 
(455,480
)
13,625

Income tax expense (benefit) of taxable REIT subsidiaries
 
 
 
 
 
Current
525

5,711

 
1,774

11,770

Deferred

(169,525
)
 
393

11,969

 
525

(163,814
)
 
2,167

23,739

Loss before loss on disposal of real estate
(443,646
)
(273,058
)
 
(457,647
)
(10,114
)
Net gain on disposition of interest in development project, net of tax


 
136,117


Net gain on disposition of full or partial interests in rental properties, net of tax
14,067

1,067

 
103,085

1,067

Loss from continuing operations
(429,579
)
(271,991
)
 
(218,445
)
(9,047
)
Discontinued operations, net of tax
 
 
 
 
 
Operating loss from rental properties

(8,565
)
 
(1,126
)
(24,462
)
Gain on disposition of rental properties


 
64,553


Equity in earnings (loss)

(22,554
)
 
(822
)
(23,529
)
 

(31,119
)
 
62,605

(47,991
)
Net loss
(429,579
)
(303,110
)
 
(155,840
)
(57,038
)
Noncontrolling interests, gross of tax
 
 
 
 
 
Earnings from continuing operations attributable to noncontrolling interests
(1,282
)
(4,164
)
 
(5,163
)
(10,446
)
Loss from discontinued operations attributable to noncontrolling interests

5,055

 
776

14,812

 
(1,282
)
891

 
(4,387
)
4,366

Net loss attributable to Forest City Realty Trust, Inc.
$
(430,861
)
$
(302,219
)
 
$
(160,227
)
$
(52,672
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

11

























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12



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – September 30, 2016
Completed Rental Properties - Operations
 
Q3 2016
 
Net Stabilized
 
Stabilized
 
Annualized
 
Nonrecourse
(Dollars in millions at company’s share)
NOI (1)
 
Adjustments (2)
 
NOI
 
Stabilized NOI (3)
 
Debt, net (4)
Operations
A
 
B
 
=A+B
 

 
 
Office Real Estate
 
 


 
 
 


 
 
Life Science
 
 


 
 
 
 
 
 
Cambridge
$
16.2

 
$
1.9

 
$
18.1

 
$
72.4

 
$
(431.8
)
Other Life Science
5.1

 

 
5.1

 
20.4

 
(156.2
)
New York
 
 


 
 
 
 
 
 
Manhattan
14.0

 

 
14.0

 
56.0

 
(638.7
)
Brooklyn
22.6

 

 
22.6

 
90.4

 
(411.8
)
Central Business District
5.1

 
(0.5
)
 
4.6

 
18.4

 
(136.7
)
Suburban/Other
3.3



 
3.3

 
13.2

 
(83.1
)
Subtotal Office
$
66.3

 
$
1.4

 
$
67.7

 
$
270.8

 
$
(1,858.3
)
Retail Real Estate
 
 

 
 
 
 
 
 
Regional Malls
$
28.2

 
$

 
$
28.2

 
$
112.8

 
$
(1,068.7
)
Specialty Retail Centers
12.0



 
12.0

 
48.0

 
(485.3
)
Subtotal Retail
$
40.2

 
$

 
$
40.2

 
$
160.8

 
$
(1,554.0
)
Apartment Real Estate
 
 


 
 
 
 
 
 
Apartments, Core Markets
$
34.1


$
0.3

 
$
34.4

 
$
137.6

 
$
(1,351.0
)
Apartments, Non-Core Markets
10.8

 
0.6

 
11.4

 
45.6

 
(311.0
)
Subtotal Apartment Product Type
$
44.9

 
$
0.9

 
$
45.8

 
$
183.2

 
$
(1,662.0
)
Federally Assisted Housing (5)
4.6

 
0.3

 
4.9

 
19.6

 
(141.8
)
Subtotal Apartments
$
49.5

 
$
1.2

 
$
50.7

 
$
202.8

 
$
(1,803.8
)
Subtotal
$
156.0

 
$
2.6

 
$
158.6

 
$
634.4

 
$
(5,216.1
)
Straight-line rent adjustments
2.5

 

 
2.5

 
10.0

 

Other Operations
0.5

 

 
0.5

 
2.0

 

Total Operations
$
159.0

 
$
2.6

 
$
161.6

 
$
646.4

 
$
(5,216.1
)
 
Development
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
$
1.8

 
$
4.3

 
$
6.1

 
$
24.4

 
$
(166.5
)
Straight-line rent adjustments
0.3

 

 
0.3

 
1.2

 

Other Development
(4.1
)

(5.5
)
 
(9.6
)
 
(38.4
)
 

Total Development
$
(2.0
)
 
$
(1.2
)
 
$
(3.2
)
 
$
(12.8
)
 
$
(166.5
)
 
 
 
 
 
 
 
Book Value (4)
 
 
Projects under construction
 
$
519.2

 
$
(108.1
)
Projects under development
 
$
282.0

 
$
(186.2
)
Land inventory:
 
 
 
 
Stapleton
 
$
47.6

 
$

Commercial Outlots
 
$
31.8

 
$
(8.4
)
Other Tangible Assets
Cash and equivalents
 
$
442.2

 
 
Restricted cash
 
$
254.9

 
 
Accounts receivable, net (6) 
 
$
264.6

 
 
Notes receivable
 
$
413.0

 
 
Net investments and advances to unconsolidated entities
 
$
60.2

 
 
Prepaid expenses and other deferred costs, net
 
$
94.2

 
 
Recourse Debt and Other Liabilities
Revolving credit facility
 
$

 
 
Term loan facility
 
$

 
 
Convertible senior debt, net
 
$
(112.1
)
 
 
Less: convertible debt
 
$
112.1

 
 
Construction payables
 
$
(130.3
)
 
 
Operating accounts payable and accrued expenses (7) 
 
$
(707.2
)
 
 
Share Data (in millions)
Diluted weighted average number of shares for the three months ended September 30, 2016
 
266.9

 
 

13



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – September 30, 2016 (continued)
(1)
Q3 2016 NOI is reconciled to NOI at full consolidation by Segment for the three months ended September 30, 2016 in the Supplemental Operating Information section of this supplemental package.
(2)
The net stabilized adjustments column represents adjustments assumed to arrive at an estimated annualized stabilized NOI. We include stabilization adjustments to the Q3 2016 NOI as follows
a)
Due to the temporary decline in occupancy at 45/75 Sidney Street (Life Science), we have included a stabilization adjustment to the Q3 2016 NOI to arrive at our estimate of stabilized NOI. This temporary decline was due to one of our tenants relocating to 300 Massachusetts Ave (Life Science). This vacant space is currently leased and is expected to be occupied in Q4 2016.
b)
Due to quarterly fluctuations of NOI as a result of distribution restrictions from our limited-distribution federally assisted housing properties, we have included a stabilization adjustment to the Q3 2016 NOI to arrive at our estimate of stabilized NOI. Our estimate of stabilized NOI is based on the 2015 annual NOI of $19.6 million.
c)
Partial period NOI for recently sold properties has been removed in the Operations Segments.
d)
For recently-opened properties currently in initial lease-up periods included in the Development Segment, NOI is reflected at 5% of the company ownership cost. This assumption does not reflect our anticipated NOI, but rather is used in order to establish a hypothetical basis for an estimated valuation of leased-up properties. The following properties are currently in their initial lease-up periods:
        
 
Cost at 100%
Cost at Company Share
Lease
Commitment % as of
Property
October 27, 2016
 
(in millions)
 
Office:
 
 
 
1812 Ashland Ave (Life Science)
$
61.2

$
61.2

72%
300 Massachusetts Ave (Life Science)
$
175.6

$
91.7

100%
Apartments:
 
 
 
461 Dean Street (Core Market)
$
195.6

$
195.6

3%
The Bixby (Core Market)
$
53.8

$
10.8

6%
Blossom Plaza (Core Market)
$
104.1

$
26.8

60%
The Yards - Arris (Core Market)
$
143.2

$
37.3

72%
Aster Town Center North (Core Market)
$
23.4

$
21.1

90%
NOI attributable to Kapolei Lofts, an apartment community on land in which we lease, is not included in NOI from lease-up properties. We consolidate the land lessor, who is entitled to a preferred return that currently exceeds anticipated operating cash flow of the project, and therefore, this project is reflected at 0% for company-share purposes.  In accordance with the waterfall provisions of the distribution Agreement, we expect to share in the net proceeds upon a sale of the project, which is not currently reflected on the NAV component schedule.
e)
On April 1, 2016, we closed on the creation of a joint venture with QIC, in which QIC acquired 49% of our equity ownership of Ballston Quarter (Development Segment; Recently-Opened Properties/Redevelopment). Due to the planned redevelopment, we have included a stabilization adjustment to the Q3 2016 NOI to arrive at our estimate of annualized stabilized NOI following the disposition of our partial interest and the completion of our planned redevelopment.
f)
In Q3-16, development fee income of $5.5 million was recognized upon achievement of certain milestones on the project at Ballston Quarter (Development Segment; Other Development). We have included a stabilization adjustment to remove this income.
The net stabilized adjustments are not comparable to any GAAP measure and therefore do not have a reconciliation to the nearest comparable GAAP measure.
(3)
Company ownership annualized stabilized NOI is calculated by taking the Q3 2016 stabilized NOI times a multiple of four.
(4)
Amounts represent the company’s share of each respective balance sheet line item as of September 30, 2016 and may be calculated using the financial information contained in the Appendix of this supplemental package.
(5)
Represents 47 federally assisted housing apartment communities. We recently signed a master purchase and sale agreement to dispose of this portfolio and expect to receive net proceeds of approximately $65 million. We expect the individual property dispositions to close separately beginning in Q4 2016.
(6)
Includes $156.2 million of straight-line rent receivable (net of $9.8 million of allowance for doubtful accounts).
(7)
Includes $63.2 million of straight-line rent payable.






14



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components - Stabilized NOI - Q2 2016 vs. Q3 2016
The following represents the quarterly change in stabilized NOI used to estimate NAV, as a result of recent property openings, acquisitions or sales, as well as other portfolio changes. GAAP reconciliations for the beginning period can be found in prior supplemental packages furnished with the SEC and are available on our website at www.forestcity.net.
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value Components - Stabilized NOI
 
 
 
Stabilized Adjustments
 
 
 
Q2 2016
 
Property
 
Property
 
Property
 
Portfolio
 
Q3 2016
(Dollars in millions at company’s share)
Stabilized NOI
 
Openings
 
Acquisitions
 
Sales
 
NOI Changes
 
Stabilized NOI
Operations
 
 
 
 
 
 
 
 
 
 
 
Office Real Estate
 
 
 
 
 
 
 
 
 
 
 
Life Science
 
 
 
 
 
 
 
 
 
 
 
Cambridge
$
18.2

 
$

 
$

 
$

 
$
(0.1
)
 
$
18.1

Other Life Science
5.5

 

 

 

 
(0.4
)
 
5.1

New York
 
 
 
 
 
 
 
 
 
 
 
Manhattan
14.1

 

 

 

 
(0.1
)
 
14.0

Brooklyn
23.8

 

 

 

 
(1.2
)
 
22.6

Central Business District
5.4

 

 

 
(0.9
)
 
0.1

 
4.6

Suburban/Other
3.9

 

 

 

 
(0.6
)
 
3.3

Subtotal Office
$
70.9

 
$

 
$

 
$
(0.9
)
 
$
(2.3
)
 
$
67.7

Retail Real Estate
 
 
 
 
 
 
 
 
 
 
 
Regional Malls
$
29.3

 
$

 
$

 
$

 
$
(1.1
)
 
$
28.2

Specialty Retail Centers
11.8

 

 

 

 
0.2

 
12.0

Subtotal Retail
$
41.1

 
$

 
$

 
$

 
$
(0.9
)
 
$
40.2

Apartment Real Estate
 
 
 
 
 
 
 
 
 
 
 
Apartments, Core Markets
$
34.9

 
$

 
$

 
$

 
$
(0.5
)
 
$
34.4

Apartments, Non-Core Markets
11.6

 

 

 

 
(0.2
)
 
11.4

Subtotal Apartment Product Type
$
46.5

 
$

 
$

 
$

 
$
(0.7
)
 
$
45.8

Federally Assisted Housing (5)
4.9

 

 

 

 

 
4.9

Subtotal Apartments
$
51.4

 
$

 
$

 
$

 
$
(0.7
)
 
$
50.7

Subtotal
$
163.4

 
$

 
$

 
$
(0.9
)
 
$
(3.9
)
 
$
158.6

Straight-line rent adjustments
3.2

 

 

 

 
(0.7
)
 
2.5

Other Operations
0.1

 

 

 

 
0.4

 
0.5

Total Operations
$
166.7

 
$

 
$

 
$
(0.9
)
 
$
(4.2
)
 
$
161.6

 
 
 
 
 
 
 
 
 
 
 
 
Development Pipeline
  
 
  
 
  
 
  
 
  
 
  
Development
 
 
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
$
4.2

 
$
1.9

 
$

 
$

 
$

 
$
6.1

Straight-line rent adjustments
0.2

 

 

 

 
0.1

 
0.3

Other Development
(12.3
)
 

 

 

 
2.7

 
(9.6
)
Total Development
$
(7.9
)
 
$
1.9

 
$

 
$

 
$
2.8

 
$
(3.2
)





15

























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16



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Occupancy Data
Office and retail segment occupancy data represents leased occupancy at the end of the quarter. Leased occupancy percentage is calculated by dividing the sum of the total tenant occupied space under the lease and vacant space under the lease by gross leasable area (“GLA”). Occupancy data includes leases with original terms of one year or less.
 
Leased Occupancy
 
As of September 30,
Office
2016
2015
Comparable
95.1%
96.7%
Total
94.7%
94.8%
Retail
 
 
Comparable
94.3%
93.8%
Total
94.3%
93.3%
Apartment segment occupancy data represents economic occupancy, which is calculated by dividing the period-to-date gross potential rent less vacancy by gross potential rent. Apartment occupancy data excludes military and limited-distribution subsidized senior housing units.
 
Economic Occupancy
 
Nine Months Ended September 30,
Apartments
2016
2015
Comparable
94.5%
95.1%
Total
94.3%
95.0%
The graph below provides comparable leased and economic occupancy data as reported in previous quarters. Prior period amounts may differ from above since the properties qualifying as comparable change from period to period.
Comparable Occupancy Percentage Trend
fcrtex991_chart-39631.jpg

17



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information




Retail Sales Data
The following provides retail sales data for small shop inline tenants at our regional malls. We believe this data allows investors to better understand the productivity of our small shop inline tenants.
The graph below represents regional mall sales for tenants that were open and operating for the duration of each rolling 12-month period presented. Those tenants that have begun and/or ceased operations in the rolling 12-month periods shown are not included.

FCE Regional Mall Sales per Square Foot (1) 
Rolling 12-month basis for periods presented

fcrtex991_chart-39652.jpg

(1)
All sales data is derived from schedules provided by our tenants and is not subject to the same internal control and verification procedures applied to other data supplied in this supplemental package.




18



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Leasing Summary
Office Buildings
The following table represents those new leases and GLA signed on the same space in which there was a former tenant and existing tenant renewals along with all other new leases signed within the rolling 12-month period.

 
Same-Space Leases
 
Other New Leases
 
 
Quarter
Number
of Leases
Signed
GLA
Signed
Contractual
Rent Per
SF (1)
Expired 
Rent Per
SF (1)
Cash Basis 
% Change
over Prior
Rent
 
Number
of Leases
Signed
GLA
Signed
Contractual
Rent Per
SF (1)
 
Total GLA
Signed
Q4 2015
25

156,299

$
19.90

$
19.85

0.3
%
 
5

6,023

$
17.28

 
162,322

Q1 2016
20

244,517

$
61.23

$
55.51

10.3
%
 
5

7,742

$
19.51

 
252,259

Q2 2016
20

526,931

$
34.39

$
30.08

14.3
%
 
4

12,503

$
18.12

 
539,434

Q3 2016
9

79,348

$
28.02

$
26.52

5.7
%
 
5

8,227

$
22.71

 
87,575

Total
74

1,007,095

$
38.08

$
34.33

10.9
%
 
19

34,495

$
19.38

 
1,041,590

 
 
 
 
 
 
 
 
 
 
 
 

Retail Centers
The following tables represent those new leases and GLA signed and rent per square foot (“SF”) on the same space in which there was a former tenant and existing tenant renewals.
Regional Malls
Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q4 2015
23

 
81,251

 
$
51.34

 
$
39.91

 
28.6
%
 
Q1 2016
28

 
73,871

 
$
60.51

 
$
52.78

 
14.6
%
 
Q2 2016
23

 
49,196

 
$
60.15

 
$
55.57

 
8.2
%
 
Q3 2016
26

 
79,205

 
$
63.15

 
$
56.31

 
12.1
%
 
Total
100

 
283,523

 
$
58.55

 
$
50.59

 
15.7
%
 
 
 
 
 
 
 
 
 
 
 
 
Specialty Retail Centers
Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q4 2015
2

 
2,334

 
$
39.61

 
$
27.51

 
44.0
%
 
Q1 2016
2

 
36,453

 
$
34.72

 
$
34.67

 
0.1
%
 
Q2 2016
1

 
1,050

 
$
40.00

 
$
33.00

 
21.2
%
 
Q3 2016
2

 
5,131

 
$
82.06

 
$
78.17

 
5.0
%
 
Total
7

 
44,968

 
$
40.50

 
$
39.23

 
3.2
%
 
 
 
 
 
 
 
 
 
 
 
 

(1)
Office and Retail contractual rent per square foot includes base rent and fixed additional charges for common area maintenance and real estate taxes as of rental commencement. Retail contractual rent per square foot also includes fixed additional marketing/promotional charges. For all expiring leases, contractual rent per square foot includes any applicable escalations.







19



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Apartment Communities
The following tables present leasing information of our apartment communities. Prior period amounts may differ from data as reported in previous quarters since the properties that qualify as comparable change from period to period.


Quarterly Comparison
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
Comparable Apartment
Leasable Units
 
Three Months Ended September 30,
 
 
Three Months Ended September 30,
 
Communities (1)
at Company % (3)
 
2016
2015
% Change
 
2016
2015
% Change
Core Markets
8,520

 
$
1,952

$
1,900

2.7
%
 
94.8
%
95.7
%
(0.9
)%
Non-Core Markets
7,794

 
$
982

$
957

2.6
%
 
93.5
%
93.7
%
(0.2
)%
Total Comparable Apartments
16,314

 
$
1,489

$
1,449

2.8
%
 
94.4
%
95.1
%
(0.7
)%
 
 
 
 
 
 
 
 
 
 

Year-to-Date Comparison
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
Comparable Apartment
Leasable Units
 
Nine Months Ended September 30,
 
 
Nine Months Ended September 30,
 
Communities (1)
at Company % (3)
 
2016
2015
% Change
 
2016
2015
% Change
Core Markets
8,520

 
$
1,936

$
1,873

3.4
%
 
95.2
%
95.5
%
(0.3
)%
Non-Core Markets
7,004

 
$
980

$
951

3.0
%
 
93.0
%
94.1
%
(1.1
)%
Total Comparable Apartments
15,524

 
$
1,488

$
1,440

3.3
%
 
94.5
%
95.1
%
(0.6
)%
 
 
 
 
 
 
 
 
 
 

Sequential Comparison
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
 
 
 
Three Months Ended
 
 
Three Months Ended
 
Comparable Apartment
Leasable Units
 
September 30,
June 30,
 
 
September 30,
June 30,
 
Communities (1)
at Company % (3)
 
2016
2016
% Change
 
2016
2016
% Change
Core Markets
8,520

 
$
1,952

$
1,935

0.9
%
 
94.8
%
95.4
%
(0.6
)%
Non-Core Markets
7,794

 
$
982

$
968

1.4
%
 
93.5
%
93.4
%
0.1
%
Total Comparable Apartments
16,314

 
$
1,489

$
1,473

1.1
%
 
94.4
%
94.8
%
(0.4
)%
 
 
 
 
 
 
 
 
 
 

(1)
Includes stabilized apartment communities completely opened and operated in the periods presented. These apartment communities include units leased at affordable apartment rates which provide a discount from average market rental rates. For the three months ended September 30, 2016, 17.4% of leasable units in core markets and 4.6% of leasable units in non-core markets were affordable housing units. Excludes all military and limited-distribution federally assisted housing units.
(2)
Represents gross potential rent less concessions.
(3)
Leasable units represent our share of comparable leasable units at the apartment community.

20

























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21



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Comparable NOI
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2016
 
September 30, 2016
Office
(0.4
)%
 
5.4
%
Retail
1.6
 %
 
4.4
%
Apartments
1.8
 %
 
4.3
%
Total
0.8
 %
 
4.8
%

The tables below provide the percentage change of Comparable NOI as reported in previous quarters. GAAP reconciliations for previous periods can be found in prior supplemental packages furnished with the SEC and are available on our website at www.forestcity.net.
Quarterly Historical Trends
 
 
 
 
Year-to-Date and Annual Historical Trends
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
Nine Months Ended
 
Year Ended
 
Year Ended
 
11 Months Ended
 
 
September 30, 2016
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
 
 
 
September 30, 2016
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
 
Office
(0.4
)%
 
6.4
%
 
12.1
%
 
7.6
%
 
4.5
%
 
 
Office
5.4
%
 
4.9
%
 
6.6
%
 
(6.4
)%
 
Retail
1.6
 %
 
2.7
%
 
8.3
%
 
4.2
%
 
4.9
%
 
 
Retail
4.4
%
 
5.1
%
 
2.6
%
 
3.6
 %
 
Apartments
1.8
 %
 
3.0
%
 
7.8
%
 
5.6
%
 
2.2
%
 
 
Apartments
4.3
%
 
4.7
%
 
4.3
%
 
4.7
 %
 
Total
0.8
 %
 
4.3
%
 
9.7
%
 
5.9
%
 
3.9
%
 
 
Total
4.8
%
 
4.9
%
 
4.8
%
 
(0.2
)%
 
The tables below provide comparable NOI margins for our Operations segments.
 
 
 
 
 
 
 
 
 
Year-to-Date and Annual Historical Trends - Margins on Comparable NOI
 
 
 
 
 
 
 
Nine Months Ended
 
Years Ended
 
 
September 30, 2016
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
 
Office
58.9
%
 
57.3
%
 
57.1
%
 
55.8
%
 
Retail
60.1
%
 
55.0
%
 
55.6
%
 
55.1
%
 
Apartments
58.4
%
 
56.7
%
 
56.7
%
 
56.0
%
 
Total
59.1
%
 
56.4
%
 
56.6
%
 
55.7
%
 

22



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


 
Net Operating Income (in thousands)
 
 
Three Months Ended September 30, 2016
 
Three Months Ended September 30, 2015
 
 
Consolidated and Unconsolidated Entities (1)
Noncontrolling Interest
Company Share of Discontinued Operations
Company Ownership
 
Consolidated and Unconsolidated Entities (1)
Noncontrolling Interest
Company Share of Discontinued Operations
Company Ownership
% Change
Office Segment
 
 
 
 
 
 
 
 
 
 
Comparable NOI
67,835

2,463


65,372

 
68,142

2,516


65,626

(0.4
)%
Non-Comparable NOI
909

4


905

 
2,689

148


2,541

 
Office Product Type NOI
68,744

2,467


66,277

 
70,831

2,664


68,167

 
Other NOI (2)
2,845

72


2,773

 
2,170

132


2,038

 
Total Office Segment
71,589

2,539


69,050

 
73,001

2,796


70,205

 
Retail Segment
 
 
 
 
 
 
 
 
 
 
Comparable NOI
39,935



39,935

 
39,292



39,292

1.6
 %
Non-Comparable NOI
256



256

 
5,900



5,900

 
Retail Product Type NOI
40,191



40,191

 
45,192



45,192

 
Other NOI (2)
(733
)


(733
)
 
462



462

 
Total Retail Segment
39,458



39,458

 
45,654



45,654

 
Apartment Segment
 
 
 
 
 
 
 
 
 
 
Comparable NOI
49,164

6,474


42,690

 
48,263

6,348


41,915

1.8
 %
Non-Comparable NOI
2,645

411


2,234

 
(1,160
)
52


(1,212
)
 
Apartment Product Type NOI
51,809

6,885


44,924

 
47,103

6,400


40,703

 
Federally Assisted Housing
4,622



4,622

 
4,985



4,985

 
Other NOI (2)
542

(409
)

951

 
(5,289
)
(365
)

(4,924
)
 
Total Apartment Segment
56,973

6,476


50,497

 
46,799

6,035


40,764

 
Operations
 
 
 
 
 
 
 
 
 
 
Comparable NOI
156,934

8,937


147,997

 
155,697

8,864


146,833

0.8
 %
Non-Comparable NOI
3,810

415


3,395

 
7,429

200


7,229

 
Product Type NOI
160,744

9,352


151,392

 
163,126

9,064


154,062

 
Federally Assisted Housing
4,622



4,622

 
4,985



4,985

 
Other NOI (2):
 
 
 
 
 
 
 
 
 
 
Straight-line rent adjustments
2,454

13


2,441

 
4,093

132


3,961

 
Other Operations
200

(350
)

550

 
(6,750
)
(365
)

(6,385
)
 

2,654

(337
)

2,991

 
(2,657
)
(233
)

(2,424
)
 
Total Operations
168,020

9,015


159,005

 
165,454

8,831


156,623

 
Development Segment
 
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
1,557

(233
)

1,790

 
3,957

290


3,667

 
Other Development (3)
(2,678
)
1,080


(3,758
)
 
(9,239
)
(20
)

(9,219
)
 
Total Development Segment
(1,121
)
847


(1,968
)
 
(5,282
)
270


(5,552
)
 
Other Segment




 
5,754


3,717

9,471

 
Grand Total
$
166,899

$
9,862

$

$
157,037

 
$
165,926

$
9,101

$
3,717

$
160,542

 
(1)
Includes the Company’s share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.
(2)
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and unallocated management and service company overhead on our operating properties.
(3)
Includes straight-line adjustments, non-capitalizable costs and development overhead on our development projects.

23



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


 
Net Operating Income (in thousands)
 
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
 
 
Consolidated and Unconsolidated Entities (1)
Noncontrolling Interest
Company Share of Discontinued Operations
Company Ownership
 
Consolidated and Unconsolidated Entities (1)
Noncontrolling Interest
Company Share of Discontinued Operations
Company Ownership
% Change
Office Segment
 
 
 
 
 
 
 
 
 
 
Comparable NOI
196,189

7,573


188,616

 
186,192

7,321


178,871

5.4
%
Non-Comparable NOI
17,769

(20
)

17,789

 
7,564

405


7,159

 
Office Product Type NOI
213,958

7,553


206,405

 
193,756

7,726


186,030

 
Other NOI (2)
4,794

149


4,645

 
(1,514
)
141


(1,655
)
 
Total Office Segment
218,752

7,702


211,050

 
192,242

7,867


184,375

 
Retail Segment
 
 
 
 
 
 
 
 
 
 
Comparable NOI
122,306



122,306

 
117,142



117,142

4.4
%
Non-Comparable NOI
787



787

 
12,826



12,826

 
Retail Product Type NOI
123,093



123,093

 
129,968



129,968

 
Other NOI (2)
1,253



1,253

 
1,724



1,724

 
Total Retail Segment
124,346



124,346

 
131,692



131,692

 
Apartment Segment
 
 
 
 
 
 
 
 
 
 
Comparable NOI
147,862

19,279


128,583

 
141,076

17,838


123,238

4.3
%
Non-Comparable NOI
8,256

1,357


6,899

 
(2,345
)
(172
)

(2,173
)
 
Apartment Product Type NOI
156,118

20,636


135,482

 
138,731

17,666


121,065

 
Federally Assisted Housing
14,961



14,961

 
14,566



14,566

 
Other NOI (2)
(3,844
)
(1,469
)

(2,375
)
 
(14,636
)
(1,104
)

(13,532
)
 
Total Apartment Segment
167,235

19,167


148,068

 
138,661

16,562


122,099

 
Operations
 
 
 
 
 
 
 
 
 
 
Comparable NOI
466,357

26,852


439,505

 
444,410

25,159


419,251

4.8
%
Non-Comparable NOI
26,812

1,337


25,475

 
18,045

233


17,812

 
Product Type NOI
493,169

28,189


464,980

 
462,455

25,392


437,063

 
Federally Assisted Housing
14,961



14,961

 
14,566



14,566

 
Other NOI (2):
 
 
 
 
 
 
 
 
 
 
Straight-line rent adjustments
7,419

(2
)

7,421

 
4,141

144


3,997

 
Other Operations
(5,216
)
(1,318
)

(3,898
)
 
(18,567
)
(1,107
)

(17,460
)
 

2,203

(1,320
)

3,523

 
(14,426
)
(963
)

(13,463
)
 
Total Operations
510,333

26,869


483,464

 
462,595

24,429


438,166

 
Development Segment
 
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
1,419

(1,753
)

3,172

 
9,183

860


8,323

 
Other Development (3)
(21,223
)
2,268


(23,491
)
 
(32,997
)
(848
)

(32,149
)
 
Total Development Segment
(19,804
)
515


(20,319
)
 
(23,814
)
12


(23,826
)
 
Other Segment
1,304


1,198

2,502

 
19,616

732

13,423

32,307

 
Grand Total
$
491,833

$
27,384

$
1,198

$
465,647

 
$
458,397

$
25,173

$
13,423

$
446,647

 
(1)
Includes the Company’s share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.
(2)
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and unallocated management and service company overhead on our operating properties.
(3)
Includes straight-line adjustments, non-capitalizable costs and development overhead on our development projects.

24



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Product Type
Company’s Share (dollars in thousands)
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
companysharepiea01.jpg
NOI by Product Type in Operations
$
479,941

 
NOI by Product Type in Operations
$
451,629

Other NOI (2):
 
 
Other NOI (2):
 
Straight-line rent adjustments
7,421

 
Straight-line rent adjustments
3,997

Other Operations
(3,898
)
 
Other Operations
(17,460
)
 
3,523

 
 
(13,463
)
Recently-Opened Properties/Redevelopment
3,172

 
Recently-Opened Properties/Redevelopment
8,323

Development Segment (3)
(23,491
)
 
Development Segment (3)
(32,149
)
Other Segment
2,502

 
Other Segment
32,307

Grand Total NOI
$
465,647

 
Grand Total NOI
$
446,647



(1)
Includes limited-distribution federally assisted housing.
(2)
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and unallocated management and service company overhead on our operating properties.
(3)
Includes straight-line adjustments, non-capitalizable costs and development overhead on our development projects.

25



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Core Market
Company’s Share (dollars in thousands)
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
coremarketpiecharta08.jpg
NOI by Market in Operations
$
479,941

 
NOI by Market in Operations
$
451,629

Other NOI (3):
 
 
Other NOI (3):
 
Straight-line rent adjustments
7,421

 
Straight-line rent adjustments
3,997

Other Operations
(3,898
)
 
Other Operations
(17,460
)
 
3,523

 
 
(13,463
)
Recently-Opened Properties/Redevelopment
3,172

 
Recently-Opened Properties/Redevelopment
8,323

Development Segment (4)
(23,491
)
 
Development Segment (4)
(32,149
)
Other Segment
2,502

 
Other Segment
32,307

Grand Total NOI
$
465,647

 
Grand Total NOI
$
446,647

(1)
Includes Richmond, Virginia.
(2)
Represents Regional Malls located in Non-Core Markets. Regional Malls located in Core Markets are included in their applicable Core Markets.
(3)
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and unallocated management and service company overhead on our operating properties.
(4)
Includes straight-line adjustments, non-capitalizable costs and development overhead on our development projects.

26



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Earnings (Loss) Before Income Taxes (GAAP) to Net Operating Income (non-GAAP) (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Earnings (loss) before income taxes (GAAP)
 
$
(443,121
)
 
 
$
(436,872
)
 
 
$
(455,480
)
 
 
$
13,625

Earnings from unconsolidated entities
 
299,967

 
 
(7,335
)
 
 
268,267

 
 
(37,250
)
Earnings (loss) before income taxes and earnings from unconsolidated entities
 
(143,154
)
 
 
(444,207
)
 
 
(187,213
)
 
 
(23,625
)
Equity in earnings
$
6,433

 
 
$
7,710

 
 
$
25,520

 
 
$
18,341

 
Exclude non-NOI activity from unconsolidated entities:
 
 
 
 
 
 
 
 
 
 
 
Land and non-rental activity, net
(478
)
 
 
(2,076
)
 
 
(3,149
)
 
 
(4,420
)
 
Interest and other income
(592
)
 
 
(411
)
 
 
(1,347
)
 
 
(1,057
)
 
Write offs of abandoned development projects

 
 

 
 

 
 
10,191

 
Depreciation and amortization
23,642

 
 
21,077

 
 
68,785

 
 
64,861

 
Interest expense and extinguishment of debt
24,254

 
 
24,443

 
 
74,948

 
 
76,087

 
Total NOI from unconsolidated entities
$
53,259

53,259

 
$
50,743

50,743

 
$
164,757

164,757

 
$
164,003

164,003

Land sales
 
(10,325
)
 
 
(23,535
)
 
 
(22,479
)
 
 
(47,589
)
Cost of land sales
 
3,148

 
 
9,189

 
 
5,190

 
 
15,716

Other land development revenues
 
(2,636
)
 
 
(2,087
)
 
 
(6,780
)
 
 
(5,342
)
Other land development expenses
 
1,993

 
 
2,770

 
 
6,738

 
 
7,608

Corporate general and administrative expenses
 
17,917

 
 
10,921

 
 
51,779

 
 
38,775

REIT conversion, reorganization costs and termination benefits
 
8,092

 
 
9,515

 
 
22,493

 
 
25,498

Depreciation and amortization
 
62,892

 
 
71,155

 
 
188,521

 
 
180,379

Write-offs of abandoned development projects
 
10,058

 
 

 
 
10,058

 
 
5,778

Impairment of real estate
 
142,261

 
 
425,463

 
 
156,825

 
 
425,463

Interest and other income
 
(11,980
)
 
 
(8,995
)
 
 
(32,665
)
 
 
(27,977
)
Gains on change in control of interests
 

 
 

 
 

 
 
(487,684
)
Interest expense
 
34,060

 
 
39,592

 
 
101,130

 
 
119,685

Amortization of mortgage procurement costs
 
1,314

 
 
1,793

 
 
4,395

 
 
5,756

Loss on extinguishment of debt
 

 
 
23,609

 
 
29,084

 
 
61,953

Net operating income (Non-GAAP)
 
$
166,899

 
 
$
165,926

 
 
$
491,833

 
 
$
458,397

NOI related to noncontrolling interest
 
(9,862
)
 
 
(9,101
)
 
 
(27,384
)
 
 
(25,173
)
NOI related to company share of discontinued operations
 

 
 
3,717

 
 
1,198

 
 
13,423

NOI at company ownership
 
$
157,037

 
 
$
160,542

 
 
$
465,647

 
 
$
446,647



27



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Net Loss Attributable to Forest City Realty Trust, Inc.- Quarterly Comparison
Net loss attributable to Forest City Realty Trust, Inc. for the three months ended September 30, 2016 was $(430,861,000) versus net loss of $(302,219,000) for the three months ended September 30, 2015. The variance to the prior year period is primarily attributable to the following fluctuations, which are pre-tax, include unconsolidated investment activity and are net of noncontrolling interests:
Asset Dispositions - $(11,440,000)
$(14,856,000) related to a combined fluctuation in revenues and operating expenses at properties in which we disposed of our full or partial interest during 2016 and 2015;
$11,312,000 related to increased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2016 compared to 2015; and
$(7,896,000) related to decreased land sales in 2016 compared with 2015, primarily at our Stapleton project.
Financing Transactions - $34,627,000
$23,018,000 related to decreased losses on extinguishment of debt in 2016 compared with 2015 primarily due to separate, privately negotiated exchange transactions involving a portion of our Senior Notes due 2016, 2018 and 2020 in 2015;
$10,202,000 primarily related to a decrease in interest expense on corporate debt due to separate, privately negotiated exchange transactions involving certain of our Senior Notes due 2016, 2018 and 2020 in 2016 and 2015; and
$1,407,000 related to the change in fair market value of certain derivatives not qualifying for hedge accounting between the comparable periods, which was marked to market through interest expense.
Non-Cash Transactions - $(18,901,000)
$(21,814,000) related to increased impairment of real estate in 2016 compared to 2015;
$12,971,000 related to a decrease in depreciation and amortization expense in 2016 compared with 2015 primarily due to the disposition of our full interest in Barclays Center, and the disposition of our partial interest in Westchester’s Ridge Hill in 2016; and
$(10,058,000) related to increased write-offs of abandoned development projects in 2016 compared to 2015.
Operations - $48,972,000
$36,842,000 related to a decrease in our equity in loss of the Nets (sold in January 2016);
$7,013,000 related to an increase in other management and service income in 2016 compared to 2015;
$3,303,000 related to an increase in interest and other income primarily from interest income on notes receivable related to the Nets and Barclays Center sales;
$2,940,000 related to a combined fluctuation in revenues and operating expenses for Operations and Development properties in lease-up or recently stabilized but not comparable and other non-comparable properties at September 30, 2016;
$(2,549,000) related to a combined fluctuation in revenues and operating expenses in our comparable portfolio in 2016 compared to 2015; and
$1,423,000 related to lower REIT conversion, reorganization costs and termination benefits in 2016 compared with 2015.
Income Taxes
$(180,171,000) due to increased income tax expense in 2016 compared with 2015. As we are operating as a REIT in 2016, the majority of our operations, other than those in our TRS, will not be subject to federal income tax. As a result, 2016 tax expense is not directly comparable to 2015 due to our change in taxpayer status.

28



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information



Net Loss Attributable to Forest City Realty Trust, Inc. - Year-to-Date Comparison
Net loss attributable to Forest City Realty Trust, Inc. for the nine months ended September 30, 2016 was $(160,227,000) versus net loss of $(52,672,000) for the nine months ended September 30, 2015. The variance to the prior year period is primarily attributable to the following fluctuations, which are pre-tax, include unconsolidated investment activity and are net of noncontrolling interests:
Asset Dispositions - $321,875,000
$240,023,000 related to increased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2016 compared to 2015;
$136,687,000 related to the net gain on disposition of the development site 625 Fulton Avenue in 2016;
$(41,259,000) related to a combined fluctuation in revenues and operating expenses at properties in which we disposed of our full or partial interest during 2016 and 2015; and
$(13,576,000) related to decreased land sales in 2016 compared with 2015, primarily at our Stapleton project.
Financing Transactions - $66,219,000
$33,077,000 primarily related to a decrease in interest expense on corporate debt due to separate, privately negotiated exchange transactions involving certain of our Senior Notes due 2016, 2018 and 2020 in 2016 and 2015;
$32,037,000 related to decreased losses on extinguishment of debt compared with 2015 primarily due to separate, privately negotiated exchange transactions involving a portion of our Senior Notes due 2016, 2018 and 2020 in 2016 and 2015;
$7,391,000 related to a decrease in interest expense in 2016 compared with 2015 due to increased capitalized interest on projects under construction and development as we increased our construction pipeline; and
$(6,286,000) related to the change in fair market value of certain derivatives not qualifying for hedge accounting between the comparable periods, which was marked to market through interest expense.
Non-Cash Transactions - $(510,537,000)
$(487,684,000) related to gains on change in control of interest from the June 2015 acquisition of our partner’s 49% equity ownership interest in the MIT Assets, and the April 2015 acquisition of our partner’s 50% ownership interest in three operating apartment communities (Cherry Tree, Chestnut Lake and Stratford Crossing);
$(36,378,000) related to increased impairment of real estate in 2016 compared to 2015;
$7,614,000 related to a decrease in depreciation and amortization expense in 2016 compared with 2015 primarily due to the disposition of our full interest in entities that develop and manage military family housing, Avenue at Tower City Center and Barclays Center, the disposition of our partial interest in Westchester’s Ridge Hill in 2016 and the disposition of our full interest in Skylight Office Tower in Q3 2015. This decrease was partially offset by recently opened properties and the change from equity method of accounting to full consolidation method upon the acquisition of our partner’s interest in the MIT Assets and three operating apartment communities in Q2 2015; and
$5,911,000 related to decreased write-offs of abandoned development projects in 2016 compared to 2015, including $10,191,000 related to unconsolidated entities.
Operations - $96,491,000
$38,434,000 related to a decrease in our equity in loss of the Nets (sold in January 2016);
$24,222,000 related to a combined fluctuation in revenues and operating expenses at properties in which we recently acquired our partners’ interest;
$10,510,000 related to a combined fluctuation in revenues and operating expenses in our comparable portfolio in 2016 compared to 2015;
$8,442,000 related an increase in other management and service income in 2016 compared to 2015;
$6,616,000 related to a combined fluctuation in revenues and operating expenses for Operations and Development properties in lease-up or recently stabilized but not comparable and other non-comparable properties at September 30, 2016;
$5,262,000 related to an increase in interest and other income primarily from interest income on notes receivable related to the Nets and Barclays Center sales; and
$3,005,000 related to lower REIT conversion, reorganization costs and termination benefits in 2016 compared with 2015.

29



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Income Taxes
$(80,140,000) due to increased income tax expense primarily due to gains on sale of assets owned by our TRS in 2016. The tax expense in 2016 is primarily non-cash as it largely relates to the utilization of the deferred tax asset to offset the taxable gain on the various sales. As we are operating as a REIT in 2016, the majority of our operations, other than those in our TRS, will not be subject to federal income tax. As a result, 2016 tax expense is not directly comparable to 2015 due to our change in taxpayer status.

Interest Expense – The following table summarizes interest incurred, capitalized and paid on all forms of indebtedness
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
2015
 
2016
2015
 
(in thousands)
Amortization and mark-to-market adjustments of derivative instruments
$
513

$
1,893

 
$
3,714

$
(2,652
)
Interest incurred
43,972

48,103

 
129,136

147,948

Interest capitalized
(10,425
)
(10,404
)
 
(31,720
)
(25,611
)
Net interest expense
$
34,060

$
39,592

 
$
101,130

$
119,685


Capital Expenditures for our Operating Portfolio – Our diversified real estate portfolio requires capital expenditures, including tenant improvements, to maintain and improve its operating performance. The following table represents our capital expenditures by segment:
 
Nine Months Ended September 30,
 
2016
2015
 
(in thousands)
Operating properties:
 
 
Office Segment
$
6,514

$
15,380

Retail Segment
4,156

4,636

Apartment Segment
9,070

9,941

Corporate Segment
99

19

Total operating properties
19,839

29,976

Tenant improvements:
 
 
Office Segment
13,260

31,037

Retail Segment
4,317

3,018

Total capital expenditures
$
37,416

$
64,031

Disposition:
 
 
Arena
$

$
6,777









30



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Earnings (Loss) to FFO
The table below reconciles net earnings (loss), the most comparable GAAP measure, to FFO, a non-GAAP measure.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
2015
 
2016
2015
 
(in thousands)
Net loss attributable to Forest City Realty Trust, Inc.
$
(430,861
)
$
(302,219
)
 
$
(160,227
)
$
(52,672
)
Depreciation and Amortization—Real Estate Groups (2)
78,880

91,490

 
236,530

242,984

Gain on disposition of full or partial interests in rental properties
(14,067
)
(2,755
)
 
(125,815
)
(22,039
)
Impairment of depreciable rental properties
141,031

409,156

 
155,595

409,156

Income tax expense adjustment — current and deferred (3):
 

 
 
 
Gain on disposition of full or partial interests in rental properties

1,088

 
55,272

8,549

Impairment of depreciable rental properties

(158,805
)
 

(158,805
)
FFO attributable to Forest City Realty Trust, Inc.
$
(225,017
)
$
37,955

 
$
161,355

$
427,173

 
 
 
 
 
 
FFO Per Share - Diluted
 
 
 
 
 
Numerator (in thousands):
 
 
 
 
 
FFO attributable to Forest City Realty Trust, Inc.
$
(225,017
)
$
37,955

 
$
161,355

$
427,173

If-Converted Method (adjustments for interest, net of tax for 2015):
 
 
 
 
 
5.000% Notes due 2016

24

 

407

4.250% Notes due 2018

1,112

 

4,641

3.625% Notes due 2020

712

 

3,108

FFO for per share data
$
(225,017
)
$
39,803

 
$
161,355

$
435,329

Denominator:
 
 
 
 
 
Weighted average shares outstanding—Basic
258,713,429

255,417,396

 
258,437,586

230,778,223

Effect of stock options, restricted stock and performance shares

1,748,909

 
1,221,719

2,559,270

Effect of convertible debt

13,416,727

 

19,910,541

Effect of convertible 2006 Class A Common Units

2,793,642

 
1,940,788

2,912,683

Weighted average shares outstanding - Diluted (1)
258,713,429

273,376,674

 
261,600,093

256,160,717

FFO Per Share - Diluted
$
(0.87
)
$
0.15

 
$
0.62

$
1.70

(1)
For the three months ended September 30, 2016, the effect of 8,157,781 shares of dilutive securities was not included in the computation of diluted FFO per share because their effect is anti-dilutive due to the negative FFO for the quarter. For the nine months ended September 30, 2016, weighted-average shares issuable upon the conversion of convertible debt of 6,873,490 were not included in the computation of diluted FFO per share because their effect is anti-dilutive under the if-converted method. As a result, adjustments to FFO are not required for interest expense of $1,141,000 and $4,671,000 for the three and nine months September 30, 2016, respectively, related to these securities.
(2)
The following table provides detail of depreciation and amortization:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
2015
 
2016
2015
 
(in thousands)
Full Consolidation
$
62,892

$
71,155

 
$
188,521

$
180,379

Non-Real Estate
(762
)
(1,107
)
 
(2,335
)
(3,445
)
Real Estate Full Consolidation
62,130

70,048

 
186,186

176,934

Real Estate related to noncontrolling interest
(5,889
)
(3,990
)
 
(15,679
)
(11,695
)
Real Estate Unconsolidated
22,639

20,357

 
65,988

62,553

Real Estate Discontinued Operations

5,075

 
35

15,192

Real Estate at Company share
$
78,880

$
91,490

 
$
236,530

$
242,984


31



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


(3)
The following table provides detail of income tax expense (benefit):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
2015
 
2016
2015
 
(in thousands)
Income tax expense (benefit) on FFO
 
 
 
 
 
Operating Earnings:
 
 
 
 
 
Current taxes
$
525

$
1,088

 
$
4,245

$
1,730

Deferred taxes

(23,017
)
 
24,022

151,925

Total income tax expense (benefit) on FFO
525

(21,929
)
 
28,267

153,655

Income tax expense (benefit) on non-FFO
 
 
 
 
 
Disposition of full or partial interests in rental properties:
 
 
 
 
 
Current taxes
$

$
5,438

 
$
(4,351
)
$
8,320

Deferred taxes

(4,350
)
 
59,623

229

Disposition of full or partial interests in rental properties

1,088

 
55,272

8,549

Impairment of depreciable rental properties - deferred taxes

(158,805
)
 

(158,805
)
Total income tax expense (benefit) on non-FFO

(157,717
)
 
55,272

(150,256
)
Grand Total
$
525

$
(179,646
)
 
$
83,539

$
3,399



Reconciliation of FFO to Operating FFO

Three Months Ended September 30,
 
 
Nine Months Ended September 30,
 
 
2016
2015
% Change
 
2016
2015
% Change
 
(in thousands)
 
 
(in thousands)
 
FFO attributable to Forest City Realty Trust, Inc.
$
(225,017
)
$
37,955

 
 
$
161,355

$
427,173

 
Impairment of non-depreciable real estate
307,630

17,691

 
 
307,630

17,691

 
Write-offs of abandoned development projects
10,058


 
 
10,058

15,969

 
Tax credit income
(3,081
)
(3,308
)
 
 
(9,025
)
(10,520
)
 
Loss on extinguishment of debt

23,018

 
 
29,933

61,970

 
Change in fair market value of nondesignated hedges
(42
)
1,033

 
 
1,944

(4,059
)
 
Gains on change in control of interests


 
 

(487,684
)
 
Net gain on disposition of interest in development project


 
 
(136,687
)

 
Net gain on disposition of partial interest in other investment - Nets


 
 
(136,247
)

 
Straight-line rent adjustments
(2,758
)
(4,111
)
 
 
(7,969
)
(4,471
)
 
Participation payments

11

 
 

11

 
REIT conversion, reorganization costs and termination benefits
8,092

9,515

 
 
22,493

25,498

 
Nets pre-tax FFO

36,842

 
 
1,400

38,435

 
Income tax expense (benefit) on FFO
525

(21,929
)
 
 
28,267

153,655

 
Operating FFO attributable to Forest City Realty Trust, Inc.
$
95,407

$
96,717

(1.4)%
 
$
273,152

$
233,668

16.9%
If-Converted Method (adjustments for interest, pre-tax):
 
 
 
 
 
 
 
5.000% Notes due 2016

39

 
 

665

 
4.250% Notes due 2018
778

1,816

 
 
3,028

7,581

 
3.625% Notes due 2020
363

1,164

 
 
1,643

5,078

 
Operating FFO attributable to Forest City Realty Trust, Inc. (If-Converted)
$
96,548

$
99,736

 
 
$
277,823

$
246,992

 
Weighted average shares outstanding - Diluted
266,871,210

273,376,674

 
 
268,473,583

256,160,717

 





32



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Earnings (Loss) to EBITDA
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
2015
 
2016
2015
 
(in thousands)
Net earnings attributable to Forest City Realty Trust, Inc.
$
(430,861
)
$
(302,219
)
 
$
(160,227
)
$
(52,672
)
Depreciation and amortization
79,642

92,613

 
238,865

246,479

Interest expense
54,408

66,017

 
168,023

202,205

Amortization of mortgage procurement costs
2,239

2,452

 
6,676

7,859

Income tax expense
525

(179,646
)
 
83,539

3,399

EBITDA attributable to Forest City Realty Trust, Inc.
$
(294,047
)
$
(320,783
)
 
$
336,876

$
407,270

Impairment of real estate
448,661

426,847

 
463,225

426,847

Net loss on extinguishment of debt

23,018

 
29,933

61,970

Net gain on disposition of interest in development project


 
(136,687
)

Net gain on disposition of partial interest in other investment - Nets


 
(136,247
)

Net gain on disposition of full or partial interests in rental properties
(14,067
)
(2,755
)
 
(125,815
)
(22,039
)
Gains on change in control of interests


 

(487,684
)
Nets pre-tax EBITDA

36,842

 
1,400

38,435

REIT conversion, reorganization costs and termination benefits
8,092

9,515

 
22,493

25,498

Adjusted EBITDA attributable to Forest City Realty Trust, Inc.
$
148,639

$
172,684

 
$
455,178

$
450,297

 
 
 
 
 
 
 
As of September 30,
 
As of September 30,
 
2016
2015
 
2016
2015
 
(in thousands)
Nonrecourse mortgage debt and notes payable, net (1)
$
5,685,413

$
6,006,454

 
$
5,685,413

$
6,006,454

Revolving credit facility


 


Term loan facility


 


Convertible senior debt, net (1)
112,067

268,206

 
112,067

268,206

Total debt
$
5,797,480

$
6,274,660

 
$
5,797,480

$
6,274,660

Less cash and equivalents
(442,216
)
(339,462
)
 
(442,216
)
(339,462
)
Less cash and equivalents on assets held for sale
(1,215
)

 
(1,215
)

Net Debt
$
5,354,049

$
5,935,198

 
$
5,354,049

$
5,935,198

 
 
 
 
 
 
Net Debt to Adjusted EBITDA (Annualized) (2) (3)
9.0
x
8.6
x
 
8.8
x
9.9
x

(1)
Balances as of September 30, 2015 have been recast to include unamortized mortgage procurement costs of $75,685 and $4,043 in nonrecourse mortgage debt and notes payable, net and convertible senior debt, net, respectively, to be consistent with presentation as of September 30, 2016.

(2)
Adjusted EBITDA for the three months ended September 30, 2016 includes write-offs of abandoned development projects of $10,058 ($40,232 annualized). Excluding write-offs of development projects, Net Debt to Adjusted EBITDA for the three months ended September 30, 2016 would have been 8.4x.

(3)
Due to the June 2015 acquisition of our partner's 49% equity ownership interest in the MIT Assets, the nine months ended September 30,
2015 does not include the benefit of additional annualized Adjusted EBITDA of approximately $17,500, which would have been generated by our additional ownership interests in periods prior to the acquisition date. Inclusive of this adjustment, the Net Debt to Adjusted EBITDA for the nine months ended September 30, 2015 would have been 9.6x.





 
 
 
 


33























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34

Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


fcrtex991_chart-39573.jpg



35



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


fcrtex991_chart-45838.jpg



36



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Historical Trends

Through the implementation of our strategic plan, we approach our business by:
Focusing on core markets and products as we develop, own and operate a high-quality portfolio;
Driving operational excellence through all aspects of our company; and
Building a strong, sustaining capital structure, improved balance sheet and debt metrics.

The tables below illustrate our progress as we continue to implement our strategic plan. The financial and operating data presented is as reported in previous year-end supplemental packages. GAAP reconciliations for previous years can be found in prior supplemental packages furnished with the SEC and are available on our website at www.forestcity.net.

Development ratio is defined as total assets (less accumulated depreciation) divided by total projects under construction and development and land inventory. Total debt includes outstanding borrowings on our revolving credit facility, our term loan facility, convertible senior debt, net, nonrecourse mortgages and notes payable, net. All metrics are reflected at company share.

fcrtex991_chart-39710.jpg fcrtex991_chart-41595.jpg








37



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Historical Trends (continued)

fcrtex991_chart-43052.jpg fcrtex991_chart-44822.jpg
    
*
Represents data for the full year ended December 31, 2013, which is consistent with our calendar year-end adopted in 2013. As such, data for the year ended December 31, 2013 includes results for the month ended January 31, 2013, which was previously included in the financial results for the year ended January 31, 2013 in our supplemental package furnished with the SEC on March 27, 2013.








    




38



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Projects Under Construction
September 30, 2016
 
 
 
 
 
 
 
Cost at Completion (b)
 
Cost Incurred to Date (c)
 
 
 
 
 
 
 
Anticipated
Legal
 
 
 
Cost at
 
 
Cost at
 
 
 
 
 
 
 
Opening
Ownership
Company
Cost
Company
 
Cost
Company
No. of
 
 
 
Lease %
 
Location
Date
(a)
% (a)
at 100%
Share
 
at 100%
Share
Units
 
GLA
 
(d)
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
Projects Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apartments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NorthxNorthwest (Museum Towers II)
Philadelphia, PA
Q4-16
25
%
 
25
%
 
$
114.4

28.7

 
$
104.0

$
27.9

286

 

 
 
Eliot on 4th
Washington, D.C.
Q1-17
25
%
 
25
%
 
142.9

38.4

 
87.1

24.6

365

 
5,000

 
 
Broadway and Hill
Los Angeles, CA
Q3-17
25
%
 
25
%
 
140.1

36.2

 
97.5

29.6

391

 
15,000

 
 
West Village II
Dallas, TX
Q1-18/Q2-18
25
%
 
25
%
 
121.2

31.1

 
31.4

8.8

389

 
4,250

 
 
 
 
 
 
 
 
 
$
518.6

$
134.4

 
$
320.0

$
90.9

1,431

 
24,250

 
 
Greenland Joint Venture (e):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
535 Carlton
Brooklyn, NY
Q4-16/Q4-17
30
%
(f)
30
%
 
$
168.1

$
47.2

 
$
125.1

$
34.1

298

 

 
 
550 Vanderbilt (condominiums)
Brooklyn, NY
Q1-17/Q3-17
30
%
(f)
30
%
 
362.7

98.0

 
275.1

73.1

278

 
7,000

 
 
38 Sixth Ave
Brooklyn, NY
Q2-17/Q2-18
30
%
(f)
30
%
 
202.7

55.6

 
108.3

27.7

303

 
28,000

 
 
Pacific Park - Parking (g)
Brooklyn, NY
Q4-16/Q1-18
30
%
(f)
30
%
 
46.2

4.1

 
32.3

0.0


 

 
 
 
 
 
 
 
 
 
779.7

204.9

 
540.8

134.9

879

 
35,000

 
 
Town Center Wrap
Denver, CO
Q2-17/Q4-17
95
%
 
95
%
 
93.1

88.4

 
27.3

26.0

399

 
7,000

 
 
Hudson Exchange
Jersey City, NJ
Q1-18
50
%
(f)
50
%
 
214.1

107.1

 
113.4

57.9

421

 
9,000

 
 
 
 
 
 
 
 
 
$
1,605.5

$
534.8

 
$
1,001.5

$
309.7

3,130

 
75,250

 
 
Office:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Bridge at Cornell Tech
Roosevelt Island, NY
Q2-17
100
%
 
100
%
 
164.1

164.1

 
98.5

98.5


 
235,000

 
39
%
Total Projects Under Construction (h)
$
1,769.6

$
698.9

 
$
1,100.0

$
408.2



 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated Initial Yield on Cost
5.6% - 6.1%

(i)
 
 
 
 
 
 
 
See footnotes on the following page.














39



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Property Openings
September 30, 2016
 
 
 
 
 
 
 
Cost at Completion (b)
 
 
 
 
 
 
 
Date
Legal
 
Cost
Cost at
No. of
 
 
 
 
 
Location
Opened
Ownership (a)
Company % (a)
at 100%
Company Share
Units
 
GLA
 
Lease % (d)
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
2016 Property Openings
 
 
 
 
 
 
 
 
 
 
 
 
 
Apartments:
 
 
 
 
 
 
 
 
 
 
 
 
 
461 Dean Street (j)
Brooklyn, NY
Q3-16/Q4-16
100
%
 
100
%
 
$
195.6

$
195.6

363

 
4,000

 
3
%
The Bixby (j)
Washington, D.C.
Q3-16/Q4-16
25
%
(f)
25
%
 
53.8

10.8

195

 

 
6
%
Kapolei Lofts
Kapolei, HI
Q3-15/Q3-16
100
%
 
0
%
(k)
164.3

0.0

499

 

 
60
%
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
Blossom Plaza
Los Angeles, CA
Q2-16
25
%
 
25
%
 
$
104.1

$
26.8

237

 
19,000

 
60
%
The Yards - Arris
Washington, D.C.
Q1-16
25
%
 
25
%
 
143.2

37.3

327

 
20,000

 
72
%
 
 
 
 
 
 
 
$
247.3

$
64.1

564

 
39,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aster Town Center North
Denver, CO
Q4-15/Q1-16
90
%
 
90
%
 
23.4

21.1

135

 

 
90
%
 
 
 
 
 
 
 
$
684.4

$
291.6

1,756

 
43,000

 
 
Office:
 
 
 
 
 
 
 
 
 
 
 
 
 
1812 Ashland Ave
Baltimore, MD
Q2-16
85
%
 
100
%
 
$
61.2

$
61.2


 
164,000

 
72
%
300 Massachusetts Ave
Cambridge, MA
Q1-16
50
%
(f)
50
%
 
175.6

91.7


 
246,000

 
100
%
 
$
236.8

$
152.9


 
410,000

 
 
Total Property Openings
$
921.2

$
444.5

 
 
 
 
 

(a)
The Company invests in certain real estate projects through joint ventures and, at times, may provide funding at percentages that differ from the Company’s legal ownership.
(b)
Represents estimated project costs to achieve stabilization, at 100% and the Company’s share, respectively. Amounts exclude capitalized interest not allocated to the underlying joint venture.
(c)
Represents total capitalized project costs incurred to date, at 100% and the Company’s share, respectively, including all capitalized interest related to the development project.
(d)
Lease commitments as of October 27, 2016.
(e)
During the three months ended September 30, 2016, the Company recorded an impairment of $299.3 million related to our equity method investment in the Greenland Joint Venture, of which $33.3 million was allocated to the under construction assets listed above. Costs at completion and incurred to date amounts at company share have been adjusted by this $33.3 million impairment.
(f)
Reported under the equity method of accounting. This method represents a GAAP measure for investments in which the Company is not deemed to have control or to be the primary beneficiary of its investments in a VIE.
(g)
Expected to include 370 parking spaces.
(h)
Of the remaining project costs, the Company has undrawn construction loan commitments of $320.1 million at the company’s share ($714.6 million at 100%).
(i)
Range of estimated initial yield on cost for projects under construction is calculated using estimated company-share initial stabilized NOI divided by the company’s share of project cost per above, net of anticipated subsidies and other cost adjustments. 550 Vanderbilt (condominiums) has been excluded from estimated initial yield on cost.
(j)
As of September 30, 2016, construction is complete. These properties have received partial tenant certificate of occupancy, 160 of 363 for 461 Dean Street and 47 of 195 for The Bixby, as of September 30, 2016. The remainder are expected to be received in Q4-16.
(k)
Kapolei Lofts is an apartment project on land leased to the Company. The Company consolidates the land lessor, who is entitled to a preferred return that currently exceeds anticipated operating cash flow of the project, and therefore, this project is reflected at 0% for company-share purposes.  In accordance with the waterfall provisions of the distribution Agreement, the Company expects to share in the net proceeds upon a sale of the project. The payments made under the lease are deemed a preferential return and allocated to noncontrolling interest.


40



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Projects Under Development
September 30, 2016

Below is a summary of our active large scale development projects which are crucial to our long-term growth. While we cannot make any assurances on the timing or delivery of these projects, we believe our track record speaks to our ability to bring large, complex projects to fruition when there is demand and available construction financing. The projects listed below represent company ownership costs of $163.7 million ($172.6 million at full consolidation) of Projects Under Development on our balance sheet and company ownership mortgage debt, net of $164.2 million ($9.7 million at full consolidation).
1)
Pacific Park Brooklyn - Brooklyn, NY
Pacific Park Brooklyn, a 22-acre mixed-use project, is located adjacent to the state-of-the-art arena, Barclays Center. At full build-out, Pacific Park Brooklyn is expected to feature more than 6,400 units of housing, including 2,250 affordable units, approximately 250,000 square feet of retail space, and more than 8 acres of landscaped open space. Projects currently under construction include 535 Carlton, a 100% affordable rental building with 298 apartment units, 550 Vanderbilt, a 278-unit condominium building, 38 Sixth Ave, a 303-unit, 100% affordable rental building and parking garages which are expected to include 370 parking spaces. Current completed project is 461 Dean Street, a 50% market-rate and 50% affordable rental building with 363 apartment units. During the three months ended September 30, 2016, we recorded an impairment of $299.3 million ($266.0 million and $33.3 million allocated our projects under development and projects under construction, respectively) related to this project.
2)
The Yards - Washington, D.C.
The Yards is a 48-acre mixed-use project, located in the neighborhood of the Washington Nationals baseball park in the Capitol Riverfront District. At full build-out, the project is expected to include up to 3,400 apartment units, 1.8 million square feet of office space and approximately 400,000 square feet of retail and dining space. The Yards features a 5.5-acre publicly funded public park that is a gathering place and recreational focus for the community. Current completed projects include a 170-unit apartment building, Foundry Lofts; two retail centers: Boilermaker Shops and Lumber Shed, with 40,000 and 31,000 square feet, respectively; and two mixed-use properties, Twelve12 with 218 apartment units and 88,000 square feet of retail space and Arris with 327 apartment units and 19,000 square feet of retail space.
3)
The Science + Technology Park at Johns Hopkins - Baltimore, MD
The Science + Technology Park at Johns Hopkins is a 31-acre center for collaborative research directly adjacent to the world-renowned Johns Hopkins medical and research complex. Plans call for 1.1 million square feet in five buildings, with future phases able to support additional expansion. Current completed projects include a 164,000 square-foot office building, 1812 Ashland Ave, the 279,000 square-foot 855 North Wolfe Street, a 492,000 square-foot parking garage for Johns Hopkins and a 234,000 square-foot commercial building developed on a fee basis which is fully leased by the Department of Health & Mental Hygiene.
4) Waterfront Station - Washington, D.C.
Located in Southwest Washington, D.C., Waterfront Station is adjacent to the Waterfront MetroRail station. Waterfront Station is expected to include 660,000 square feet of office space, 365 apartment units and 40,000 square feet of retail stores and restaurants. Currently under construction is a 365-unit apartment building, Eliot on 4th.
5) Pier 70 - San Francisco, CA
Pier 70 is a former shipyard on San Francisco’s eastern waterfront. Our master development area of 28 acres is a mixed-use project, which is expected to include 3.2 million total square feet, consisting of 900,000 to 1.8 million square feet of office space, approximately 350,000 square feet of traditional retail, local production, and cultural/community uses, 1,000 to 2,000 apartment units, approximately 2,000 parking spaces and 7 acres of waterfront parks.
6) 5M - San Francisco, CA
5M is a mixed-use project on approximately 4 acres in downtown San Francisco. 5M is expected to include approximately 800,000 square feet of commercial uses and 690 apartment units. The project will retain three existing historic buildings, including the iconic San Francisco Chronicle building and would create significant new open spaces for the neighborhood. The project is designed to house a dynamic ground-floor mix featuring local retail and arts, cultural and community uses for a total of approximately 1.7 million square feet of development.


41



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Land Inventory

Land inventory represents undeveloped land parcels we currently do not intend to hold for future vertical development. A summary of our land inventory follows:
Stapleton
Stapleton, a 90% owned entity, represents one of the nation’s largest urban redevelopments. At full build-out of 4,700 acres or 7.5 square miles, Stapleton is planned for more than 12,000 homes and apartments, 3 million square feet of retail and 10 million square feet of office/research and development/industrial space. Located 10 minutes east of Downtown Denver and 20 minutes from Denver International Airport, Stapleton is expected to be home to 30,000 residents and 35,000 workers when complete. As of September 30, 2016, we own 394 gross acres, of which 150 acres are saleable. We also have an option to purchase an additional 536 gross acres at Stapleton.
Commercial Outlots
Commercial outlots are primarily undeveloped parcels of land adjacent to our retail assets throughout the United States. These parcels are sold to third party operators that benefit from being in close proximity to the existing retail asset. Typically, these outlots have zoning and entitlements consistent with our retail asset. Also included in commercial outlots is Las Vegas Land, a 7.4-acre parcel of undeveloped land located in downtown Las Vegas, NV adjacent to the City Hall.


42

























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43



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial Information

Common Stock Data (NYSE: FCE A and FCE B)
The following summarizes information related to the Company’s Class A and Class B common stock based on information reported by the New York Stock Exchange:
 
 
Quarter Ended
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
 
September 30,
2015
Class A Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
23.13

 
$
22.31

 
$
21.09

 
$
21.93

 
$
20.13

High Sales Price
$
24.22

 
$
23.56

 
$
22.22

 
$
23.73

 
$
23.96

Low Sales Price
$
22.24

 
$
20.50

 
$
16.44

 
$
20.12

 
$
19.34

Average Sales Price
$
23.35

 
$
21.77

 
$
19.64

 
$
21.76

 
$
22.04

Total Volume
74,328,684

 
60,999,364

 
147,110,090

 
66,703,892

 
99,971,191

Average Volume
1,161,386

 
953,115

 
2,411,641

 
1,042,248

 
1,562,050

Common shares outstanding, end of period
239,926,928

 
239,891,378

 
239,592,160

 
238,949,141

 
238,844,963

Class B Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
23.11

 
$
22.19

 
$
21.10

 
$
21.87

 
$
20.95

High Sales Price
$
24.84

 
$
23.20

 
$
22.50

 
$
23.82

 
$
23.83

Low Sales Price
$
22.29

 
$
20.60

 
$
16.59

 
$
19.97

 
$
19.76

Average Sales Price
$
23.47

 
$
21.80

 
$
19.65

 
$
22.07

 
$
21.93

Total Volume
73,494

 
61,451

 
51,192

 
43,101

 
139,488

Average Volume
1,148

 
960

 
839

 
673

 
2,180

Common shares outstanding, end of period
18,788,169

 
18,788,287

 
18,792,687

 
18,805,285

 
18,824,341

Common Equity Market Capitalization
$
5,983,704,430

 
$
5,768,888,732

 
$
5,449,524,350

 
$
5,651,426,245

 
$
5,202,319,049

Quarterly dividends declared and paid per Class A and Class B common share
$
0.06

 
$
0.06

 
$
0.06

 
$

 
$

Special, one-time distribution declared and paid per Class A and Class B common share (1)
$

 
$

 
$
0.10

 
$

 
$


(1)
To satisfy our estimated cumulative positive Earnings and Profit dividend of our predecessor, Forest City Enterprises, Inc., as a result of our conversion to REIT status.

Financial Covenants
Our revolving credit facility and term loan facility contain certain restrictive financial covenants. A summary of the key financial covenants as defined in the agreement, all of which we are compliant with at September 30, 2016, follows:

 
Requirement
Per  Agreement
 
As of
September 30, 2016
 
As of
June 30, 2016
 
As of
March 31, 2016
 
As of
December 31, 2015
Credit Facility Financial Covenants 
 
 
 
 
 
 
 
 
 
Maximum Total Leverage Ratio
≤65%
 
50.96
%
 
49.27
%
 
49.66
%
 
52.71
%
Maximum Secured Leverage Ratio
≤55%
 
51.08
%
 
49.52
%
 
49.28
%
 
50.71
%
Maximum Secured Recourse Leverage Ratio 
≤15%
 
0.00
%
 
0.00
%
 
0.00
%
 
0.00
%
Maximum Unsecured Leverage Ratio
≤60%
 
0.00
%
 
0.00
%
 
0.00
%
 
12.00
%
Minimum Fixed Charge Coverage Ratio
≥1.50x
 
1.74
x
 
1.85
x
 
1.87
x
 
1.72
x
Minimum Unencumbered Interest Coverage Ratio
≥1.50x
 
4.72
x
 
3.99
x
 
2.94
x
 
2.18
x







44



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial Information

Nonrecourse Debt Maturities Table (dollars in thousands)
As of September 30, 2016

 
Year Ending December 31, 2016
 
Year Ending December 31, 2017
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
90,063

$
1,184

$
137,539

$
226,418

 
$
269,076

$
11,387

$
143,130

$
400,819

Weighted average rate
8.07
%
8.57
%
5.70
%
6.63
%
 
5.64
%
5.76
%
5.36
%
5.53
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
831

88

30,680

31,423

 
684,318

4,774

2,374

681,918

Weighted average rate
3.33
%
3.27
%
3.49
%
3.48
%
 
6.19
%
3.20
%
3.63
%
6.21
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt


281

281

 


24,876

24,876

Weighted average rate


2.17
%
2.17
%
 


1.74
%
1.74
%
Total variable-rate debt
831

88

30,961

31,704

 
684,318

4,774

27,250

706,794

Total Nonrecourse Debt
$
90,894

$
1,272

$
168,500

$
258,122

 
$
953,394

$
16,161

$
170,380

$
1,107,613

Weighted Average Rate
8.03
%
8.21
%
5.29
%
6.24
%
 
6.04
%
5.00
%
4.80
%
5.86
%
 
 
 
 
 
 
 
 
 
 
 
Year Ending December 31, 2018
 
Year Ending December 31, 2019
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
209,310

$
7,787

$
251,871

$
453,394

 
$
112,564

$
4,464

$
41,798

$
149,898

Weighted average rate
4.55
%
3.55
%
4.99
%
4.81
%
 
4.05
%
4.18
%
5.71
%
4.51
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
125,978

96,252

186,278

216,004

 
291,777

92,265

106,780

306,292

Weighted average rate
3.01
%
2.90
%
4.65
%
4.47
%
 
2.49
%
2.11
%
4.16
%
3.19
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
80,478

1,616

53,040

131,902

 
8,500


20,000

28,500

Weighted average rate    
1.85
%
1.74
%
2.87
%
2.26
%
 
3.85
%

1.73
%
2.36
%
Total variable-rate debt
206,456

97,868

239,318

347,906

 
300,277

92,265

126,780

334,792

Total Nonrecourse Debt
$
415,766

$
105,655

$
491,189

$
801,300

 
$
412,841

$
96,729

$
168,578

$
484,690

Weighted Average Rate
3.56
%
2.93
%
4.63
%
4.30
%
 
2.94
%
2.21
%
4.26
%
3.55
%

45



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of September 30, 2016

 
Year Ending December 31, 2020
 
Thereafter
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
161,462

$
23,838

$
154,078

$
291,702

 
$
1,147,127

$
85,735

$
1,204,231

$
2,265,623

Weighted average rate
5.07
%
4.35
%
4.87
%
5.02
%
 
4.35
%
4.28
%
4.07
%
4.21
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
27,266


741

28,007

 
53,143


1,650

54,793

Weighted average rate
3.03
%

2.19
%
3.01
%
 
3.33
%

1.67
%
3.28
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt




 
523,352

148,833

79,188

453,707

Weighted average rate




 
1.75
%
1.66
%
1.87
%
1.80
%
Total variable-rate debt
27,266


741

28,007

 
576,495

148,833

80,838

508,500

Total Nonrecourse Debt
$
188,728

$
23,838

$
154,819

$
319,709

 
$
1,723,622

$
234,568

$
1,285,069

$
2,774,123

Weighted Average Rate
4.77
%
4.35
%
4.86
%
4.85
%
 
3.53
%
2.62
%
3.94
%
3.79
%
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
 
 
 
 
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
1,989,602

$
134,395

$
1,932,647

$
3,787,854

 
 
 
 
 
Weighted average rate
4.76
%
4.41
%
4.50
%
4.64
%
 
 
 
 
 
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
1,183,313

193,379

328,503

1,318,437

 
 
 
 
 
Weighted average rate
4.74
%
2.53
%
4.35
%
4.97
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
612,330

150,449

177,385

639,266

 
 
 
 
 
Weighted average rate    
1.79
%
1.66
%
2.14
%
1.92
%
 
 
 
 
 
Total variable-rate debt
1,795,643

343,828

505,888

1,957,703

 
 
 
 
 
Total Nonrecourse Debt
$
3,785,245

$
478,223

$
2,438,535

$
5,745,557

 
 
 
 
 
Net unamortized mortgage procurement costs
(41,417
)
(9,052
)
(27,779
)
$
(60,144
)
 
 
 
 
 
Total Nonrecourse Debt, net
$
3,743,828

$
469,171

$
2,410,756

$
5,685,413

 
 
 
 
 
Weighted Average Rate
4.27
%
2.79
%
4.31
%
4.41
%
 
 
 
 
 
 

46






Forest City Realty Trust, Inc. and Subsidiaries - Appendix
Third Quarter 2016
Index
General Information
Selected Financial Information
 
Asset, Liability and Equity Information
Revenue and Expense Information
Interest Expense Information
Capital Expenditures Information
Adjusted EBITDA and NOI by Segment - Fully Consolidated Entities, Noncontrolling Interest, Company Share of Unconsolidated Entities and Company Share of Discontinued Operations


47



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - General Information


General Information

This appendix to this supplemental package contains certain financial information of entities accounted for using the full consolidated accounting method (“Fully Consolidated Entities”), financial information on our partners share of entities accounted for using the full consolidated accounting method (“Noncontrolling Interest”), financial information on our share of entities that we do not control and therefore account for using the equity method accounting method (“Company Share of Unconsolidated Entities”) and financial information on our share of entities qualifying for discontinued operations reporting (“Company Share of Discontinued Operations”).

Amounts in columns labeled Fully Consolidated Entities represent 100% of the activity related to all entities accounted for using the fully consolidated accounting method. Amounts in the columns labeled “Company Share of Unconsolidated Entities” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income during the period when applying the equity method of accounting. Similar calculations were performed for the amounts in the columns labeled “Noncontrolling Interest”, which represent assets we consolidate but own less than 100% and amounts in the columns labeled “Company Share of Discontinued Operations”. A financial statement user is able to calculate Total Company Ownership by beginning with the “Fully Consolidated Entities” column, subtracting the column labeled “Noncontrolling Interest” and adding the columns labeled “Company Share of Unconsolidated Entities” and “Company Share of Discontinued Operations”.

We believe disclosing financial information on Fully Consolidated Entities, Noncontrolling Interest, Company Share of Unconsolidated Entities and Company Share of Discontinued Operations is essential to allow our financial statement users the ability to arrive at our Total Company ownership for all of our ownership interests, irrespective of the accounting method used to account for the entity. We believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated joint ventures when read in conjunction with the Company’s results under GAAP. The calculation of Total Company Ownership financial information has limitations as an analytical tool. Some of these limitations include:

The amounts shown in the Noncontrolling Interest, Company Share of Unconsolidated Entities and Company Share of Discontinued Operations columns were derived by applying our ownership percentage interest used to arrive at our share of net income during the period when applying the equity method of accounting and calculating income/loss to minority partners under noncontrolling interest accounting as well as our share of entities qualifying for discontinued operations reporting and may not accurately depict the legal and economic implications of holding a non-controlling interest of an entity; and

Other companies in our industry may calculate their total company ownership amounts differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, the calculation of total company ownership should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We suggest you compensate for these limitations by relying primarily on our GAAP results and using the total company ownership information only supplementally.


48



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - Asset, Liability and Equity Information


 
September 30, 2016
 
December 31, 2015
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
(in thousands)
Assets
 
 
 
 
 
Real Estate
 
 
 
 
 
Completed rental properties
 
 
 
 
 
Office
$
110,242

$
138,806

 
$
110,389

$
139,272

Retail

1,912,697

 

1,643,176

Apartments
373,223

958,739

 
372,407

863,678

Total Operations
483,465

3,010,242

 
482,796

2,646,126

Recently-Opened Properties/Redevelopment
288,280

131,206

 
41,425

94,096

Corporate


 


Other


 

32,231

Total completed rental properties
771,745

3,141,448

 
524,221

2,772,453

Projects under construction
 
 
 
 
 
Office


 

70,988

Retail


 


Apartments
230,476

198,322

 
302,782

129,117

Total projects under construction
230,476

198,322

 
302,782

200,105

Projects under development
 
 
 
 
 
Operating properties

46,198

 

5,275

Office
8,873

3,291

 
8,876

3,276

Retail

1,320

 

3,941

Apartments

15,050

 

245,608

Total projects under development
8,873

65,859

 
8,876

258,100

Total projects under construction and development
239,349

264,181

 
311,658

458,205

Land inventory
5,491

12,153

 
5,191

8,796

Total Real Estate
1,016,585

3,417,782

 
841,070

3,239,454

Less accumulated depreciation
(85,919
)
(769,852
)
 
(71,249
)
(656,127
)
Real Estate, net
930,666

2,647,930

 
769,821

2,583,327

Cash and equivalents
23,159

79,377

 
15,705

59,977

Restricted cash
9,347

117,513

 
7,482

119,165

Accounts receivable, net
9,036

53,715

 
6,777

45,344

Notes receivable
15,024

17,599

 
11,560

19,963

Investments in and advances to unconsolidated entities
(58,009
)
(529,936
)
 
(105,382
)
(658,763
)
Lease procurement costs, net
3,132

53,885

 
2,714

52,200

Prepaid expenses and other deferred costs, net
8,771

22,319

 
9,040

16,621

Intangible assets, net
14,148

12,674

 
14,572

16,509

Deferred income taxes, net


 


Assets held for sale


 
571,737


Total Assets
$
955,274

$
2,475,076

 
$
1,304,026

$
2,254,343













49



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - Asset, Liability and Equity Information


 
September 30, 2016
 
December 31, 2015
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
(in thousands)
Liabilities and Equity
 
 
 
 
 
Liabilities
 
 
 
 
 
Nonrecourse mortgage debt and notes payable, net
 
 
 
 
 
Completed rental properties
 
 
 
 
 
Office
$
41,875

$
112,647

 
$
42,666

$
112,962

Retail

1,329,367

 

1,192,841

Apartments
210,642

642,351

 
211,583

592,664

Total Operations
252,517

2,084,365

 
254,249

1,898,467

Recently-Opened Properties/Redevelopment
161,889

96,834

 
40,738

56,540

Other


 

27,510

Total completed rental properties
414,406

2,181,199

 
294,987

1,982,517

Projects under construction
 
 
 
 
 
Office


 

47,123

Retail


 


Apartments
54,765

66,588

 
38,187

15,583

Total projects under construction
54,765

66,588

 
38,187

62,706

Projects under development
 
 
 
 
 
Operating properties


 


Office


 


Retail


 


Apartments

154,533

 

151,522

Total projects under development

154,533

 

151,522

Total projects under construction and development
54,765

221,121

 
38,187

214,228

Land inventory

8,436

 

8,580

Nonrecourse mortgage debt and notes payable, net
469,171

2,410,756

 
333,174

2,205,325

Revolving credit facility


 


Term loan facility


 


Convertible senior debt, net


 


Construction payables
69,121

44,010

 
63,303

39,259

Operating accounts payable and accrued expenses
28,905

172,264

 
23,975

154,372

Accrued derivative liability
336

6,151

 

6,839

Total Accounts payable, accrued expenses and other liabilities
98,362

222,425

 
87,278

200,470

Cash distributions and losses in excess of investments in unconsolidated entities
(15,910
)
(158,105
)
 
(19,859
)
(151,452
)
Liabilities held for sale


 
386,231


Total Liabilities
551,623

2,475,076

 
786,824

2,254,343

Redeemable Noncontrolling Interest


 
159,978


Equity
 
 
 
 
 
Shareholders’ Equity
 
 
 
 
 
Shareholders’ equity before accumulated other comprehensive loss


 


Accumulated other comprehensive loss


 


Total Shareholders’ Equity


 


Noncontrolling interest
403,651


 
357,224


Total Equity
403,651


 
357,224


Total Liabilities and Equity
$
955,274

$
2,475,076

 
$
1,304,026

$
2,254,343




50



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - Revenue and Expense Information


 
Three Months Ended
September 30, 2016
 
Three Months Ended
September 30, 2015
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
Company Share of Discontinued Operations
 
(in thousands)
Revenues
 
 
 
 
 
 
Rental
$
14,714

$
63,095

 
$
11,925

$
57,621

$

Tenant recoveries
2,077

17,367

 
2,020

15,596


Service and management fees
62

4,484

 
75

1,797


Parking and other
918

4,595

 
803

3,564


Arena


 


13,517

Land sales
1,022


 
2,293

384


Subsidized Senior Housing

12,527

 

12,252


Military Housing


 

1,420


Total revenues
18,793

102,068

 
17,116

92,634

13,517

Expenses
 
 
 
 
 
 
Property operating and management
5,969

29,130

 
4,039

23,790


Real estate taxes
1,691

8,339

 
1,645

7,327


Ground rent
133

2,926

 
81

2,482


Arena operating


 


9,800

Cost of land sales
296


 
763



Subsidized Senior Housing operating

8,253

 

7,657


Military Housing operating


 

673


Corporate general and administrative


 



REIT conversion, reorganization costs and termination benefits


 



 
8,089

48,648

 
6,528

41,929

9,800

Depreciation and amortization
5,889

22,639

 
3,990

20,357

5,091

Write-offs of abandoned development projects


 



Impairment of real estate

306,400

 

1,384


Total expenses
13,978

377,687

 
10,518

63,670

14,891

Operating income (loss)
4,815

(275,619
)
 
6,598

28,964

(1,374
)
Interest and other income
382

592

 
519

411


Net gain on disposition of interest in unconsolidated entities


 

1,009


Net loss on change in control of interests


 



Interest expense
(3,906
)
(24,254
)
 
(2,249
)
(24,315
)
(4,359
)
Amortization of mortgage procurement costs
(78
)
(1,003
)
 
(61
)
(720
)

Loss on extinguishment of debt


 
(719
)
(128
)

Earnings (loss) before income taxes and earnings (loss) from unconsolidated entities
1,213

(300,284
)
 
4,088

5,221

(5,733
)
Earnings (loss) from unconsolidated entities
69

300,284

 
76

(5,221
)
(36,842
)
Earnings (loss) before income taxes
1,282


 
4,164


(42,575
)
Income tax expense (benefit) of taxable REIT subsidiaries
 
 
 
 
 
 
Current


 


(4,233
)
Deferred


 


(12,278
)
 


 


(16,511
)
Earnings (loss) before loss on disposal of real estate
1,282


 
4,164


(26,064
)
Net gain on disposition of interest in development project, net of tax


 



Net gain on disposition of full or partial interests in rental properties, net of tax


 



Earnings (loss) from continuing operations
1,282


 
4,164


(26,064
)
Discontinued operations, net of tax
 
 
 
 
 
 
Operating loss from rental properties


 
(5,055
)

3,510

Gain on disposition of rental properties


 



Equity in earnings (loss)


 


22,554

 


 
(5,055
)

26,064

Net earnings (loss)
1,282


 
(891
)


Noncontrolling interests, gross of tax
 
 
 
 
 
 
Earnings from continuing operations attributable to noncontrolling interests
(1,282
)

 
(4,164
)


Loss from discontinued operations attributable to noncontrolling interests


 
5,055



 
(1,282
)

 
891



Net earnings (loss) attributable to Forest City Realty Trust, Inc.
$

$

 
$

$

$


51



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - Revenue and Expense Information


 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
Company Share of Discontinued Operations
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
Company Share of Discontinued Operations
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
40,914

$
186,515

$

 
$
34,348

$
184,754

$

Tenant recoveries
5,306

50,305


 
5,781

51,066


Service and management fees
143

8,416


 
147

5,148


Parking and other
2,666

13,947


 
2,019

13,865


Arena


8,136

 


44,175

Land sales
2,235

1,317


 
4,696

1,483


Subsidized Senior Housing

37,959


 

36,702


Military Housing

971


 
1,655

4,201


Total revenues
51,264

299,430

8,136

 
48,646

297,219

44,175

Expenses
 
 
 
 
 
 
 
Property operating and management
15,638

76,418


 
12,893

74,413


Real estate taxes
5,627

24,248


 
4,961

24,374


Ground rent
400

8,261


 
248

8,663


Arena operating


6,938

 


30,752

Cost of land sales
489

401


 
1,374



Subsidized Senior Housing operating

24,176


 

23,307


Military Housing operating

455


 
923

2,020


Corporate general and administrative



 



REIT conversion, reorganization costs and termination benefits



 



 
22,154

133,959

6,938

 
20,399

132,777

30,752

Depreciation and amortization
15,679

65,988

35

 
11,695

62,553

15,242

Write-offs of abandoned development projects



 

10,191


Impairment of real estate

306,400


 

1,384


Total expenses
37,833

506,347

6,973

 
32,094

206,905

45,994

Operating income (loss)
13,431

(206,917
)
1,163

 
16,552

90,314

(1,819
)
Interest and other income
1,151

1,347


 
1,435

1,057


Net gain on disposition of interest in unconsolidated entities

12,613


 

20,293


Net gain on change in control of interests



 



Interest expense
(8,944
)
(74,099
)
(1,738
)
 
(6,775
)
(75,351
)
(13,944
)
Amortization of mortgage procurement costs
(537
)
(2,797
)
(21
)
 
(205
)
(2,308
)

Loss on extinguishment of debt

(849
)

 
(719
)
(736
)

Earnings (loss) before income taxes and earnings (loss) from unconsolidated entities
5,101

(270,702
)
(596
)
 
10,288

33,269

(15,763
)
Earnings (loss) from unconsolidated entities
247

270,702

(1,400
)
 
158

(33,269
)
(38,435
)
Earnings (loss) before income taxes
5,348


(1,996
)
 
10,446


(54,198
)
Income tax expense (benefit) of taxable REIT subsidiaries
 
 
 
 
 
 
 
Current


(431
)
 


(6,768
)
Deferred


(393
)
 


(14,251
)
 


(824
)
 


(21,019
)
Earnings (loss) before gains on disposal of real estate
5,348


(1,172
)
 
10,446


(33,179
)
Net gain on disposition of interest in development project, net of tax



 



Net gain (loss) on disposition of full or partial interests in rental properties, net of tax
(185
)

64,553

 



Earnings (loss) from continuing operations
5,163


63,381

 
10,446


(33,179
)
Discontinued operations, net of tax
 
 
 
 
 
 
 
Operating loss from rental properties
(776
)

350

 
(14,812
)

9,650

Gain on disposition of disposal group


(64,553
)
 



Equity in earnings (loss)


822

 


23,529

 
(776
)

(63,381
)
 
(14,812
)

33,179

Net earnings (loss)
4,387



 
(4,366
)


Noncontrolling interests, gross of tax
 
 
 
 
 
 
 
Earnings from continuing operations attributable to noncontrolling interests
(5,163
)


 
(10,446
)


Loss from discontinued operations attributable to noncontrolling interests
776



 
14,812



 
(4,387
)


 
4,366



Net earnings (loss) attributable to Forest City Realty Trust, Inc.
$

$

$


$

$

$


52



Forest City Realty Trust, Inc. and Subsidiaries
Appendix


Interest Expense Information
 
Three Months Ended
September 30, 2016
Three Months Ended
September 30, 2015
 
Noncontrolling Interest
Company Share of Unconsolidated Entities
Noncontrolling Interest
Company Share of Unconsolidated Entities
Company Share of Discontinued Operations
 
(in thousands)
Amortization and mark-to-market adjustments of derivative instruments
$
21

$
8

$
(7
)
$
8

$

Interest incurred
4,328

26,654

2,357

26,241

4,359

Interest capitalized
(443
)
(2,408
)
(101
)
(1,934
)

Net interest expense
$
3,906

$
24,254

$
2,249

$
24,315

$
4,359

 
Nine Months Ended September 30, 2016
Nine Months Ended September 30, 2015
 
Noncontrolling Interest
Company Share of Unconsolidated Entities
Company Share of Discontinued Operations
Noncontrolling Interest
Company Share of Unconsolidated Entities
Company Share of Discontinued Operations
 
(in thousands)
Amortization and mark-to-market adjustments of derivative instruments
$
23

$
24

$

$
(73
)
$
8

$

Interest incurred
9,959

81,214

1,738

7,051

80,363

13,944

Interest capitalized
(1,038
)
(7,139
)

(203
)
(5,020
)

Net interest expense
$
8,944

$
74,099

$
1,738

$
6,775

$
75,351

$
13,944



Capital Expenditures Information
 
Nine Months Ended September 30, 2016
Nine Months Ended September 30, 2015
 
Noncontrolling Interest
Company Share of Unconsolidated Entities
Noncontrolling Interest
Company Share of Unconsolidated Entities
 
(in thousands)
Operating properties:
 
 
 
 
Office Segment
$
223

$
1,082

$
1,037

$
1,555

Retail Segment

8,883


6,574

Apartment Segment
1,164

8,328

525

9,123

Corporate Segment




Total operating properties
1,387

18,293

1,562

17,252

Tenant improvements:
 
 
 
 
Office Segment
577

3,572

2,320

5,505

Retail Segment

7,343


2,107

Total capital expenditures
$
1,964

$
29,208

$
3,882

$
24,864

Disposition:
 
 
 
 
Arena
$

$

$
4,472

$



53



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands)

 
Three Months Ended September 30, 2016
Fully Consolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
116,787

$
20,496

$
74,170

$
211,453

$
26,077

$

$

$
237,530

Operating expenses
(48,486
)
(14,812
)
(33,415
)
(96,713
)
(19,357
)
(26,009
)

(142,079
)
Less REIT conversion, reorganization costs and termination benefits





8,092


8,092

Write-offs of abandoned development projects




(10,058
)


(10,058
)
Interest and other income





11,980


11,980

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Fully Consolidated Entities
$
68,301

$
5,684

$
40,755

$
114,740

$
(3,338
)
$
(5,937
)
$

$
105,465

Exclude:
 
 
 
 
 
 
 
 
Land sales




(10,325
)


(10,325
)
Land Development Group other revenues




(2,636
)


(2,636
)
Cost of land sales




3,148



3,148

Land Development Group other operating expenses




1,993



1,993

Corporate general and administrative expenses





17,917


17,917

Write-offs of abandoned development projects




10,058



10,058

Interest and other income





(11,980
)

(11,980
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
2,238

$
5,937

$

$
8,175

Net Operating Income attributable to Fully Consolidated Entities
$
68,301

$
5,684

$
40,755

$
114,740

$
(1,100
)
$

$

$
113,640

NOI exclusions per above
(8,175
)
Depreciation and Amortization
(62,892
)
Interest Expense
(34,060
)
Amortization of mortgage procurement costs
(1,314
)
Impairment of real estate
(142,261
)
Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits
(8,092
)
(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(299,967
)
Earnings (loss) before income taxes
$
(443,121
)
Margin % (based on Adjusted EBITDA)
58.5
%
27.7
%
54.9
%
54.3
%
(12.8
)%
0.0
%
0.0
%
44.4
%




54



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Three Months Ended September 30, 2016
Noncontrolling Interest
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
5,363

$

$
9,598

$
14,961

$
3,832

$

$

$
18,793

Operating expenses
(2,824
)

(3,122
)
(5,946
)
(2,143
)


(8,089
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income





382


382

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Noncontrolling Interest
$
2,539

$

$
6,476

$
9,015

$
1,689

$
382

$

$
11,086

Exclude:
 
 
 
 
 
 
 
 
Land sales




(1,022
)


(1,022
)
Land Development Group other revenues




(263
)


(263
)
Cost of land sales




296



296

Land Development Group other operating expenses




147



147

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(382
)

(382
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(842
)
$
(382
)
$

$
(1,224
)
Net Operating Income attributable to Noncontrolling Interest
$
2,539

$

$
6,476

$
9,015

$
847

$

$

$
9,862

NOI exclusions per above
1,224

Depreciation and Amortization
(5,889
)
Interest Expense
(3,906
)
Amortization of mortgage procurement costs
(78
)
Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
69

Earnings (loss) before income taxes
$
1,282

Margin % (based on Adjusted EBITDA)
47.3
%
0.0
%
67.5
%
60.3
%
44.1
%
0.0
%
0.0
%
59.0
%




55



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Three Months Ended September 30, 2016
Company Share of Unconsolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
7,283

$
55,510

$
35,810

$
98,603

$
3,465

$

$

$
102,068

Operating expenses
(3,995
)
(21,736
)
(19,592
)
(45,323
)
(3,325
)


(48,648
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income





592


592

Earnings (loss) from unconsolidated entities in Adjusted EBITDA


(46
)
(46
)
294



248

Adjusted EBITDA attributable to Unconsolidated Entities
$
3,288

$
33,774

$
16,172

$
53,234

$
434

$
592

$

$
54,260

Exclude:
 
 
 
 
 
 
 
 
Land sales








Land Development Group other revenues




(277
)


(277
)
Cost of land sales








Land Development Group other operating expenses




116



116

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(592
)

(592
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA


46

46

(294
)


(248
)
Subtotal NOI exclusions
$

$

$
46

$
46

$
(455
)
$
(592
)
$

$
(1,001
)
Net Operating Income attributable to Unconsolidated Entities
$
3,288

$
33,774

$
16,218

$
53,280

$
(21
)
$

$

$
53,259

NOI exclusions per above
1,001

Depreciation and Amortization
(22,639
)
Interest Expense
(24,254
)
Amortization of mortgage procurement costs
(1,003
)
Impairment of real estate
(306,400
)
Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA
(248
)
Earnings (loss) from unconsolidated entities
300,284

Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
45.1
%
60.8
%
45.2
%
54.0
%
12.5
%
0.0
%
0.0
%
53.2
%



56



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Three Months Ended September 30, 2016
Company Share of Discontinued Operations
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$

$

$

$

$

$

$

$

Operating expenses








Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Discontinued Operations
$

$

$

$

$

$

$

$

Exclude:
 
 
 
 
 
 
 
 
Land sales








Land Development Group other revenues








Cost of land sales








Land Development Group other operating expenses








Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$

$

NOI exclusions per above

Depreciation and Amortization

Interest Expense

Amortization of mortgage procurement costs

Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities

Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
 
 
 
 
 
 
 
 
 




57



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Three Months Ended September 30, 2015
Fully Consolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
121,435

$
34,459

$
68,626

$
224,520

$
32,955

$

$
6,945

$
264,420

Operating expenses
(50,532
)
(21,711
)
(35,912
)
(108,155
)
(25,481
)
(20,436
)
(1,938
)
(156,010
)
Less REIT conversion, reorganization costs and termination benefits





9,515


9,515

Write-offs of abandoned development projects








Interest and other income





8,995


8,995

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Fully Consolidated Entities
$
70,903

$
12,748

$
32,714

$
116,365

$
7,474

$
(1,926
)
$
5,007

$
126,920

Exclude:
 
 
 
 
 
 
 
 
Land sales


(611
)
(611
)
(22,924
)


(23,535
)
Land Development Group other revenues




(2,087
)


(2,087
)
Cost of land sales


90

90

9,099



9,189

Land Development Group other operating expenses




2,770



2,770

Corporate general and administrative expenses





10,921


10,921

Write-offs of abandoned development projects








Interest and other income





(8,995
)

(8,995
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$
(521
)
$
(521
)
$
(13,142
)
$
1,926

$

$
(11,737
)
Net Operating Income attributable to Fully Consolidated Entities
$
70,903

$
12,748

$
32,193

$
115,844

$
(5,668
)
$

$
5,007

$
115,183

NOI exclusions per above
11,737

Depreciation and Amortization
(71,155
)
Interest Expense
(39,592
)
Amortization of mortgage procurement costs
(1,793
)
Impairment of real estate
(425,463
)
Net loss on extinguishment of debt
(23,609
)
Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits
(9,515
)
(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
7,335

Earnings (loss) before income taxes
$
(436,872
)
Margin % (based on Adjusted EBITDA)
58.4
%
37.0
%
47.7
%
51.8
%
22.7
%
0.0
%
72.1
%
48.0
%





58



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Three Months Ended September 30, 2015
Noncontrolling Interest
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
5,409

$

$
9,118

$
14,527

$
2,589

$

$

$
17,116

Operating expenses
(2,613
)

(3,083
)
(5,696
)
(832
)


(6,528
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income





519


519

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Noncontrolling Interest
$
2,796

$

$
6,035

$
8,831

$
1,757

$
519

$

$
11,107

Exclude:
 
 
 
 
 
 
 
 
Land sales




(2,293
)


(2,293
)
Land Development Group other revenues




(205
)


(205
)
Cost of land sales




763



763

Land Development Group other operating expenses




248



248

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(519
)

(519
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(1,487
)
$
(519
)
$

$
(2,006
)
Net Operating Income attributable to Noncontrolling Interest
$
2,796

$

$
6,035

$
8,831

$
270

$

$

$
9,101

NOI exclusions per above
2,006

Depreciation and Amortization
(3,990
)
Interest Expense
(2,249
)
Amortization of mortgage procurement costs
(61
)
Impairment of real estate

Net loss on extinguishment of debt
(719
)
Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
76

Earnings (loss) before income taxes
$
4,164

Margin % (based on Adjusted EBITDA)
51.7
%
0.0
%
66.2
%
60.8
%
67.9
%
0.0
%
0.0
%
64.9
%




59



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Three Months Ended September 30, 2015
Company Share of Unconsolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
4,678

$
52,350

$
32,067

$
89,095

$
2,119

$

$
1,420

$
92,634

Operating expenses
(2,580
)
(19,444
)
(17,461
)
(39,485
)
(1,771
)

(673
)
(41,929
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income





411


411

Earnings (loss) from unconsolidated entities in Adjusted EBITDA


(22
)
(22
)
2,054


6

2,038

Adjusted EBITDA attributable to Unconsolidated Entities
$
2,098

$
32,906

$
14,584

$
49,588

$
2,402

$
411

$
753

$
53,154

Exclude:
 
 
 
 
 
 
 
 
Land sales




(384
)


(384
)
Land Development Group other revenues




(50
)


(50
)
Cost of land sales








Land Development Group other operating expenses




472



472

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(411
)

(411
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA


22

22

(2,054
)

(6
)
(2,038
)
Subtotal NOI exclusions
$

$

$
22

$
22

$
(2,016
)
$
(411
)
$
(6
)
$
(2,411
)
Net Operating Income attributable to Unconsolidated Entities
$
2,098

$
32,906

$
14,606

$
49,610

$
386

$

$
747

$
50,743

NOI exclusions per above
2,411

Depreciation and Amortization
(20,357
)
Interest Expense
(24,315
)
Amortization of mortgage procurement costs
(720
)
Impairment of real estate
(1,384
)
Net loss on extinguishment of debt
(128
)
Net gain on disposition of interest in unconsolidated entities
1,009

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA
(2,038
)
Earnings (loss) from unconsolidated entities
(5,221
)
Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
44.8
%
62.9
%
45.5
%
55.7
%
113.4
%
0.0
%
53.0
%
57.4
%





60



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Three Months Ended September 30, 2015
Company Share of Discontinued Operations
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$

$

$

$

$

$

$
13,517

$
13,517

Operating expenses






(9,800
)
(9,800
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Discontinued Operations
$

$

$

$

$

$

$
3,717

$
3,717

Exclude:
 
 
 
 
 
 
 
 
Land sales








Land Development Group other revenues








Cost of land sales








Land Development Group other operating expenses








Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$
3,717

$
3,717

NOI exclusions per above

Depreciation and Amortization
(5,091
)
Interest Expense
(4,359
)
Amortization of mortgage procurement costs

Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(36,842
)
Earnings (loss) before income taxes
$
(42,575
)
Margin % (based on Adjusted EBITDA)
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
27.5
%
27.5
%

 
 
 
 
 
 
 
 
 



61



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2016
Fully Consolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
352,960

$
61,622

$
219,211

$
633,793

$
52,445

$

$
3,518

$
689,756

Operating expenses
(142,835
)
(40,877
)
(102,327
)
(286,039
)
(56,580
)
(74,272
)
(2,730
)
(419,621
)
Less REIT conversion, reorganization costs and termination benefits





22,493


22,493

Write-offs of abandoned development projects




(10,058
)


(10,058
)
Interest and other income





32,665


32,665

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Fully Consolidated Entities
$
210,125

$
20,745

$
116,884

$
347,754

$
(14,193
)
$
(19,114
)
$
788

$
315,235

Exclude:
 
 
 
 
 
 
 
 
Land sales




(22,479
)


(22,479
)
Land Development Group other revenues




(6,780
)


(6,780
)
Cost of land sales




5,190



5,190

Land Development Group other operating expenses




6,738



6,738

Corporate general and administrative expenses





51,779


51,779

Write-offs of abandoned development projects




10,058



10,058

Interest and other income





(32,665
)

(32,665
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(7,273
)
$
19,114

$

$
11,841

Net Operating Income attributable to Fully Consolidated Entities
$
210,125

$
20,745

$
116,884

$
347,754

$
(21,466
)
$

$
788

$
327,076

NOI exclusions per above
(11,841
)
Depreciation and Amortization
(188,521
)
Interest Expense
(101,130
)
Amortization of mortgage procurement costs
(4,395
)
Impairment of real estate
(156,825
)
Net loss on extinguishment of debt
(29,084
)
Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits
(22,493
)
(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(268,267
)
Earnings (loss) before income taxes
$
(455,480
)
Margin % (based on Adjusted EBITDA)
59.5
%
33.7
%
53.3
%
54.9
%
(27.1
)%
0.0
%
22.4
%
45.7
%






62



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2016
Noncontrolling Interest
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
15,196

$

$
28,628

$
43,824

$
7,440

$

$

$
51,264

Operating expenses
(7,494
)

(9,461
)
(16,955
)
(5,199
)


(22,154
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income





1,151


1,151

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Noncontrolling Interest
$
7,702

$

$
19,167

$
26,869

$
2,241

$
1,151

$

$
30,261

Exclude:
 
 
 
 
 
 
 
 
Land sales




(2,235
)


(2,235
)
Land Development Group other revenues




(674
)


(674
)
Cost of land sales




489



489

Land Development Group other operating expenses




694



694

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(1,151
)

(1,151
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(1,726
)
$
(1,151
)
$

$
(2,877
)
Net Operating Income attributable to Noncontrolling Interest
$
7,702

$

$
19,167

$
26,869

$
515

$

$

$
27,384

NOI exclusions per above
2,877

Depreciation and Amortization
(15,679
)
Interest Expense
(8,944
)
Amortization of mortgage procurement costs
(537
)
Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
247

Earnings (loss) before income taxes
$
5,348

Margin % (based on Adjusted EBITDA)
50.7
%
0.0
%
67.0
%
61.3
%
30.1
%
0.0
%
0.0
%
59.0
%





63



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2016
Company Share of Unconsolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
17,214

$
167,356

$
104,436

$
289,006

$
9,453

$

$
971

$
299,430

Operating expenses
(8,587
)
(63,755
)
(54,085
)
(126,427
)
(7,077
)

(455
)
(133,959
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income





1,347


1,347

Earnings (loss) from unconsolidated entities in Adjusted EBITDA


(155
)
(155
)
2,361


(18
)
2,188

Adjusted EBITDA attributable to Unconsolidated Entities
$
8,627

$
103,601

$
50,196

$
162,424

$
4,737

$
1,347

$
498

$
169,006

Exclude:
 
 
 
 
 
 
 
 
Land sales




(1,317
)


(1,317
)
Land Development Group other revenues




(338
)


(338
)
Cost of land sales




401



401

Land Development Group other operating expenses




540



540

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(1,347
)

(1,347
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA


155

155

(2,361
)

18

(2,188
)
Subtotal NOI exclusions
$

$

$
155

$
155

$
(3,075
)
$
(1,347
)
$
18

$
(4,249
)
Net Operating Income attributable to Unconsolidated Entities
$
8,627

$
103,601

$
50,351

$
162,579

$
1,662

$

$
516

$
164,757

NOI exclusions per above
4,249

Depreciation and Amortization
(65,988
)
Interest Expense
(74,099
)
Amortization of mortgage procurement costs
(2,797
)
Impairment of real estate
(306,400
)
Net loss on extinguishment of debt
(849
)
Net gain on disposition of interest in unconsolidated entities
12,613

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA
(2,188
)
Earnings (loss) from unconsolidated entities
270,702

Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
50.1
%
61.9
%
48.1
%
56.2
%
50.1
%
0.0
%
51.3
%
56.4
%





64



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2016
Company Share of Discontinued Operations
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$

$

$

$

$

$

$
8,136

$
8,136

Operating expenses






(6,938
)
(6,938
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Discontinued Operations
$

$

$

$

$

$

$
1,198

$
1,198

Exclude:
 
 
 
 
 
 
 
 
Land sales








Land Development Group other revenues








Cost of land sales








Land Development Group other operating expenses








Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$
1,198

$
1,198

NOI exclusions per above

Depreciation and Amortization
(35
)
Interest Expense
(1,738
)
Amortization of mortgage procurement costs
(21
)
Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(1,400
)
Earnings (loss) before income taxes
$
(1,996
)
Margin % (based on Adjusted EBITDA)
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
14.7
%
14.7
%

 
 
 
 
 
 
 
 
 



65



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2015
Fully Consolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
310,474

$
101,988

$
197,129

$
609,591

$
72,086

$

$
23,724

$
705,401

Operating expenses
(135,924
)
(67,606
)
(104,629
)
(308,159
)
(66,952
)
(64,273
)
(6,289
)
(445,673
)
Less REIT conversion, reorganization costs and termination benefits





25,498


25,498

Write-offs of abandoned development projects


(674
)
(674
)
(5,104
)


(5,778
)
Interest and other income





27,977


27,977

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Fully Consolidated Entities
$
174,550

$
34,382

$
91,826

$
300,758

$
30

$
(10,798
)
$
17,435

$
307,425

Exclude:
 
 
 
 
 
 
 
 
Land sales


(611
)
(611
)
(46,978
)


(47,589
)
Land Development Group other revenues




(5,342
)


(5,342
)
Cost of land sales


90

90

15,626



15,716

Land Development Group other operating expenses




7,608



7,608

Corporate general and administrative expenses





38,775


38,775

Write-offs of abandoned development projects


674

674

5,104



5,778

Interest and other income





(27,977
)

(27,977
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$
153

$
153

$
(23,982
)
$
10,798

$

$
(13,031
)
Net Operating Income attributable to Fully Consolidated Entities
$
174,550

$
34,382

$
91,979

$
300,911

$
(23,952
)
$

$
17,435

$
294,394

NOI exclusions per above
13,031

Depreciation and Amortization
(180,379
)
Interest Expense
(119,685
)
Amortization of mortgage procurement costs
(5,756
)
Impairment of real estate
(425,463
)
Net loss on extinguishment of debt
(61,953
)
Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests
487,684

REIT conversion, reorganization costs and termination benefits
(25,498
)
(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
37,250

Earnings (loss) before income taxes
$
13,625

Margin % (based on Adjusted EBITDA)
56.2
%
33.7
%
46.6
%
49.3
%
0.0
%
0.0
%
73.5
%
43.6
%





66



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2015
Noncontrolling Interest
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
15,446

$

$
26,373

$
41,819

$
5,172

$

$
1,655

$
48,646

Operating expenses
(7,579
)

(9,811
)
(17,390
)
(2,086
)

(923
)
(20,399
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income





1,435


1,435

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Noncontrolling Interest
$
7,867

$

$
16,562

$
24,429

$
3,086

$
1,435

$
732

$
29,682

Exclude:
 
 
 
 
 
 
 
 
Land sales




(4,696
)


(4,696
)
Land Development Group other revenues




(520
)


(520
)
Cost of land sales




1,374



1,374

Land Development Group other operating expenses




768



768

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(1,435
)

(1,435
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(3,074
)
$
(1,435
)
$

$
(4,509
)
Net Operating Income attributable to Noncontrolling Interest
$
7,867

$

$
16,562

$
24,429

$
12

$

$
732

$
25,173

NOI exclusions per above
4,509

Depreciation and Amortization
(11,695
)
Interest Expense
(6,775
)
Amortization of mortgage procurement costs
(205
)
Impairment of real estate

Net loss on extinguishment of debt
(719
)
Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
158

Earnings (loss) before income taxes
$
10,446

Margin % (based on Adjusted EBITDA)
50.9
%
0.0
%
62.8
%
58.4
%
59.7
%
0.0
%
44.2
%
61.0
%





67



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2015
Company Share of Unconsolidated Entities
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$
33,423

$
154,502

$
98,868

$
286,793

$
6,225

$

$
4,201

$
297,219

Operating expenses
(15,731
)
(57,192
)
(52,186
)
(125,109
)
(5,648
)

(2,020
)
(132,777
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects


(10,191
)
(10,191
)



(10,191
)
Interest and other income





1,057


1,057

Earnings (loss) from unconsolidated entities in Adjusted EBITDA


(46
)
(46
)
3,000


869

3,823

Adjusted EBITDA attributable to Unconsolidated Entities
$
17,692

$
97,310

$
36,445

$
151,447

$
3,577

$
1,057

$
3,050

$
159,131

Exclude:
 
 
 
 
 
 
 
 
Land sales




(1,483
)


(1,483
)
Land Development Group other revenues




(503
)


(503
)
Cost of land sales








Land Development Group other operating expenses




1,547



1,547

Corporate general and administrative expenses








Write-offs of abandoned development projects


10,191

10,191




10,191

Interest and other income





(1,057
)

(1,057
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA


46

46

(3,000
)

(869
)
(3,823
)
Subtotal NOI exclusions
$

$

$
10,237

$
10,237

$
(3,439
)
$
(1,057
)
$
(869
)
$
4,872

Net Operating Income attributable to Unconsolidated Entities
$
17,692

$
97,310

$
46,682

$
161,684

$
138

$

$
2,181

$
164,003

NOI exclusions per above
(4,872
)
Depreciation and Amortization
(62,553
)
Interest Expense
(75,351
)
Amortization of mortgage procurement costs
(2,308
)
Impairment of real estate
(1,384
)
Net loss on extinguishment of debt
(736
)
Net gain on disposition of interest in unconsolidated entities
20,293

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA
(3,823
)
Earnings (loss) from unconsolidated entities
(33,269
)
Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
52.9
%
63.0
%
36.9
%
52.8
%
57.5
%
0.0
%
72.6
%
53.5
%





68



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2016 and 2015 (in thousands) (continued)

 
Nine Months Ended September 30, 2015
Company Share of Discontinued Operations
Office
Retail
Apartments
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
$

$

$

$

$

$

$
44,175

$
44,175

Operating expenses






(30,752
)
(30,752
)
Less REIT conversion, reorganization costs and termination benefits








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Discontinued Operations
$

$

$

$

$

$

$
13,423

$
13,423

Exclude:
 
 
 
 
 
 
 
 
Land sales








Land Development Group other revenues








Cost of land sales








Land Development Group other operating expenses








Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$
13,423

$
13,423

NOI exclusions per above

Depreciation and Amortization
(15,242
)
Interest Expense
(13,944
)
Amortization of mortgage procurement costs

Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Gains on change in control of interests

REIT conversion, reorganization costs and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(38,435
)
Earnings (loss) before income taxes
$
(54,198
)
Margin % (based on Adjusted EBITDA)
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
30.4
%
30.4
%

 
 
 
 
 
 
 
 
 


69