EX-99.1 6 a10-17700_1ex99d1.htm EX-99.1

Exhibit 99.1

 

CONSOLIDATED FINANCIAL STATEMENTS OF THE ROUSE COMPANY LP, A SUBSIDIARY

OF GENERAL GROWTH PROPERTIES, INC.

(Debtor-in-Possession)

 

The following is unaudited consolidated financial information for our subsidiary, The Rouse Company LP (“TRCLP”), as of September 30, 2010 and December 31, 2009 and for the nine months ended September 30, 2010 and 2009.

 

Debtors in Possession

 

As we had significant past due, or imminently due, and certain cross-collateralized or cross-defaulted debt, GGP, the Operating Partnership and certain of GGP’s domestic subsidiaries, including TRCLP and certain of TRCLP’s subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the Southern District of New York (the “Bankruptcy Court”) in April 2009 (collectively, the “Chapter 11 Cases”).  However, neither GGMI, certain of GGP’s wholly-owned subsidiaries, nor any of our joint ventures, (collectively, the “Non-Debtors”) either consolidated or unconsolidated, sought such protection.

 

Pursuant to Chapter 11, a debtor is afforded certain protection against its creditors and creditors are prohibited from taking certain actions (such as pursuing collection efforts or proceeding to foreclose on secured obligations) related to debts that were owed prior to the commencement of the Chapter 11 Cases.  Accordingly, although the commencement of the Chapter 11 Cases triggered defaults on substantially all debt obligations of the Debtors, creditors are stayed from taking any action as a result of such defaults.  These pre-petition liabilities will be settled under the plan of reorganization discussed below.

 

On August 17, 2010, GGP filed with the Bankruptcy Court its third amended and restated disclosure statement and the plan of reorganization, as supplemented by the plan of reorganization supplement filed September 30, 2010 and as modified on October 21, 2010 (the “Plan”) for the 126 Debtors currently remaining in the Chapter 11 Cases (the “TopCo Debtors”).  On October 21, 2010, the Bankruptcy Court entered an order confirming the Plan.  Pursuant to the Plan, GGP will reorganize into a new company (“New GGP”) at the date of GGP’s emergence from bankruptcy (the “Effective Date”), which is currently expected to be on November 8, 2010.  The Plan provides that prepetition creditors will be satisfied in full and equity holders will receive current equity in New GGP and a distribution of equity in The Howard Hughes Corporation (“THHC”), a newly formed real estate company.  After such distribution, THHC will be a publicly-held company, majority-owned by our existing stockholders. Its assets are expected to consist of the following:

 

·                  four master planned communities with an aggregate of approximately 14,700 remaining saleable acres;

·                  nine mixed-use development opportunities comprised of 1,129 acres;

·                  four mall developmental projects comprised of 647 acres;

·                  seven redevelopment-opportunity retail malls with approximately 1 million square feet of existing gross leasable space; and

·                  interests in eleven other real estate assets or projects.

 

Through September 30, 2010, of the total 388 Debtors with approximately $21.83 billion of debt that filed in 2009 for Chapter 11 protection, 262 Debtors owning 146 properties with $14.89 billion of secured mortgage loans filed consensual plans of reorganization and emerged from bankruptcy (the “Emerged Debtors”).  TRCLP indirectly owns 38 Emerged Debtor operating properties through 81 Debtors with approximately $5.11 billion of secured debt.  During the nine months ended September 30, 2010, 149 Debtors owning 96 properties with $10.23 billion of secured debt emerged from bankruptcy, while 113 Debtors owning 50 properties with $4.66 billion of secured debt had emerged from bankruptcy as of December 31, 2009.  Included in those numbers were 44 TRCLP Debtors owning 22 properties with $3.46 billion of secured debt that emerged from bankruptcy during the nine months ended September 30, 2010, and 37 Debtors owning 16 properties with $1.65 billion of secured debt that had emerged from bankruptcy as of December 31, 2009.  In addition, as the result of a consensual agreement reached in the third quarter of 2010 with lenders of certain of our corporate debt, we recognized $83.7 million of additional interest expense for the three months ended September 30, 2010.  Included in that additional interest expense amount was $12.6 million recognized at TRCLP.

 

1



 

The consolidated financial information contained herein does not give effect to the Plan and related restrictive transactions, including the distribution of THHC, or acquisition accounting.  The Plan provides for the reinstatement of $1.04 billion TRCLP Bonds and the issuance of an additional $608.7 million new 6.75% replacement bonds.  The TRCLP bonds contain various covenants, including ratios of secured debt to gross assets and total debt to gross assets.  The restructuring transactions include the distribution and contribution of various assets by and between GGP and TRCLP in order to assure continued compliance with such covenants following emergence.  Following our emergence from bankruptcy, it will be difficult to compare certain information reflecting our results of operations and financial condition to those for historical periods prior to emergence from bankruptcy.

 

Until the Effective Date, there will continue to be substantial doubt as to our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, as a result of the Chapter 11 Cases, such realization of assets and satisfaction of liabilities are subject to a significant number of uncertainties. Our consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should we be unable to continue as a going concern.

 

Principles of Consolidation

 

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

 

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results for the interim period ended September 30, 2010 are not necessarily indicative of the results to be obtained for the full fiscal year.

 

Reclassifications

 

Certain amounts in the 2009 Consolidated Financial Statements have been reclassified to conform to the current period presentation.  Specifically, we reclassified $34.7 million of cleaning, landscaping and refuse removal expenses for the nine months ended September 30, 2009 from property maintenance costs to other property operating costs.

 

Accounting for Reorganization

 

The generally accepted accounting principles related to financial reporting by entities in reorganization under the Bankruptcy Code provides that if a debtor, or group of debtors, has significant combined assets and liabilities of entities which have not sought, or no longer remain under Chapter 11 bankruptcy protection, the debtors and non-debtors should continue to be combined.

 

Use of Estimates

 

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

 

2



 

Critical Accounting Policies

 

Critical accounting policies are those that are both significant to the overall presentation of TRCLP’s financial condition and results of operations and require management to make difficult, complex or subjective judgments.  Our critical accounting policies for the fiscal year ended December 31, 2009 have not changed during the nine months ended September 30, 2010.

 

MANAGEMENT’S DISCUSSION OF TRCLP OPERATIONS AND LIQUIDITY

 

Revenues

 

Tenant rents (which includes minimum rents, tenant recoveries, and overage rents) decreased by $28.2 million in the first nine months of 2010 primarily due to a $17.0 million decrease in tenant recoveries primarily as a result of the conversion of tenants to gross leases and a $12.2 million decrease in minimum rents, primarily as a result of decreases in current year occupancy.  Land sales revenues were $22.1 million and $38.8 million in the first nine months of 2010 and 2009, respectively.  This decrease is primarily due to the $15.0 million bulk sale of remaining single family lots at the Fairwood community in Maryland in the nine months ended September 30, 2009.

 

Operating expenses

 

Operating expenses decreased by $295.5 million due primarily to a $275.7 million reduction in provisions for impairment.  In the nine months ended September 30, 2009, we recorded impairment charges related to allocated goodwill of $135.0 million, $47.8 million related to Owings Mills Mall and Owings Mills Two Corporate Center, $52.8 million related to our Fairwood master planned community, $35.5 million related to our West Kendall development parcel, and $7.7 million related to pre-development costs.  In the nine months ended September 30, 2010 we recorded impairment charges of $1.4 million related to Northgate Mall, $1.2 million related to Oviedo Marketplace and $0.5 million related to predevelopment costs.

 

Interest Expense

 

The increase in interest expense is primarily due to $12.6 million of additional interest recognized in the nine months ended September 30, 2010 as the result of a consensual agreement reached in the third quarter of 2010 with lenders of certain of our corporate debt as part of our bankruptcy negotiations.

 

(Provision for) benefit from income taxes

 

The increase in (provision for) benefit from income taxes for the nine months ended September 30, 2010 was primarily attributable to the recognition of income at our taxable REIT subsidiaries compared to a net loss in the first nine months of 2009 due to, among other items, the Fairwood and West Kendall impairments discussed above.

 

Equity in income of unconsolidated real estate affiliates

 

The increase in equity in income of unconsolidated real estate affiliates is primarily due to an increase in net income at GGPLP LLC, in which TRCLP has a 9.3% ownership interest, and an increase in land sales at The Woodlands Partnership for the nine months ended September 30, 2010.

 

Reorganization Items

 

Reorganization items are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the consolidated statements of income and comprehensive income. These items include professional fees and similar types of expenses and gains on liabilities subject to compromise directly related to the Chapter 11 Cases, resulting from activities of the reorganization process, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases.  However, for the period ended September 30, 2010, this amount primarily reflects only gains or losses resulting from activities of the reorganization process, including gains related to recording the mortgage debt at Fair Value upon emergence from bankruptcy and the gains resulting from agreements reached with certain critical vendors which were ratified by the Bankruptcy Court and for which payments on an installment basis began in July, 2009, all of which are specifically identifiable with individual

 

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properties.  Trustee fees have been paid by individual debtors.  Any other allocations of costs have not been made to individual debtors as all other costs remain subject to Bankruptcy Court approval.

 

Cash position and liquidity at September 30, 2010

 

TRCLP’s cash and cash equivalents decreased $5.8 million to $41.8 million as of September 30, 2010. The cash position of TRCLP is largely determined at any point in time by the relative short-term demands for cash by TRCLP and GGP.

 

Our ability to continue as a going concern is dependent upon our ability to execute the plan of reorganization for the TopCo Debtors.

 

4



 

THE ROUSE COMPANY, L.P. AND SUBSIDIARIES

(Debtor-in-possession)

A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

 

September 30,

 

December 31,

 

 

 

2010

 

2009

 

 

 

(Dollars in thousands)

 

 

 

 

 

Assets

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

1,570,995

 

$

1,573,186

 

Buildings and equipment

 

10,978,000

 

11,013,828

 

Less accumulated depreciation

 

(1,934,338

)

(1,770,819

)

Developments in progress

 

130,767

 

116,205

 

Net property and equipment

 

10,745,424

 

10,932,400

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

1,475,957

 

1,559,886

 

Investment land and land held for development and sale

 

1,886,480

 

1,678,811

 

Net investment in real estate

 

14,107,861

 

14,171,097

 

Cash and cash equivalents

 

41,796

 

47,610

 

Accounts and notes receivable, net

 

145,160

 

163,421

 

Goodwill

 

199,664

 

199,664

 

Deferred expenses, net

 

116,447

 

130,765

 

Prepaid expenses and other assets

 

564,909

 

586,561

 

Total assets

 

$

15,175,837

 

$

15,299,118

 

 

 

 

 

 

 

Liabilities and Capital

 

 

 

 

 

Liabilities not subject to compromise:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

6,786,094

 

$

3,246,724

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

24,676

 

24,394

 

Deferred tax liabilities

 

782,517

 

856,747

 

Accounts payable and accrued expenses

 

499,445

 

395,066

 

Liabilities not subject to compromise

 

8,092,732

 

4,522,931

 

Liabilities subject to compromise

 

3,009,883

 

6,561,081

 

Total liabilities

 

11,102,615

 

11,084,012

 

 

 

 

 

 

 

Capital:

 

 

 

 

 

Partners’ capital

 

8,537,661

 

8,523,981

 

Receivable from General Growth Properties, Inc.

 

(4,484,781

)

(4,329,594

)

Partners’ capital attributable to General Growth Properties, Inc.

 

4,052,880

 

4,194,387

 

Noncontrolling interests in Consolidated Real Estate Affiliates

 

20,342

 

20,719

 

Total capital

 

4,073,222

 

4,215,106

 

Total liabilities and capital

 

$

15,175,837

 

$

15,299,118

 

 

5



 

THE ROUSE COMPANY, L.P. AND SUBSIDIARIES

(Debtor-in-possession)

A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2010

 

2009

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Minimum rents

 

$

620,356

 

$

632,515

 

Tenant recoveries

 

272,905

 

289,913

 

Overage rents

 

12,930

 

11,983

 

Land sales

 

22,141

 

38,844

 

Other

 

32,714

 

28,594

 

Total revenues

 

961,046

 

1,001,849

 

Expenses:

 

 

 

 

 

Real estate taxes

 

93,130

 

90,044

 

Property maintenance costs

 

41,877

 

35,103

 

Marketing

 

8,745

 

7,616

 

Other property operating costs

 

176,226

 

184,991

 

Land sales operations

 

30,764

 

40,594

 

Provision for doubtful accounts

 

6,107

 

11,970

 

Provisions for impairment

 

3,109

 

278,838

 

Property management and other costs

 

38,158

 

37,584

 

Depreciation and amortization

 

247,421

 

254,322

 

Total expenses

 

645,537

 

941,062

 

Operating income

 

315,509

 

60,787

 

 

 

 

 

 

 

Interest income

 

5,943

 

5,997

 

Interest expense

 

(385,428

)

(376,416

)

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

 

(63,976

)

(309,632

)

(Provision for) benefit from income taxes

 

(20,528

)

27,806

 

Equity in income of Unconsolidated Real Estate Affiliates

 

29,708

 

14,771

 

Reorganization items

 

69,304

 

1,414

 

Income (loss) from continuing operations

 

14,508

 

(265,641

)

Discontinued operations- loss on dispositions

 

 

(210

)

Net income (loss)

 

14,508

 

(265,851

)

 

 

 

 

 

 

Allocation to noncontrolling interests

 

(688

)

(1,167

)

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

 

$

13,820

 

$

(267,018

)

 

 

 

 

 

 

Comprehensive income, net:

 

 

 

 

 

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

 

$

13,820

 

$

(267,018

)

Other comprehensive income

 

 

 

Comprehensive income (loss), net

 

$

13,820

 

$

(267,018

)

 

6



 

THE ROUSE COMPANY, L.P. AND SUBSIDIARIES

(Debtor-in-Possession)

A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CAPITAL

(UNAUDITED)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

Accumulated

 

 

 

Interests in

 

 

 

 

 

 

 

other

 

Receivable from

 

Consolidated

 

 

 

 

 

Partners’

 

comprehensive

 

General Growth

 

Real Estate

 

 

 

 

 

Capital

 

loss

 

Properties, Inc.

 

Affiliates

 

Total Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2009

 

$

9,028,681

 

$

(418

)

$

(4,220,504

)

$

20,196

 

$

4,827,955

 

Net (loss) income

 

(267,018

)

 

 

1,167

 

(265,851

)

Receivable from General Growth Properties, Inc.

 

 

 

(88,555

)

 

(88,555

)

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from non controlling interests in consolidated Real Estate Affiliates

 

(360

)

 

 

(288

)

(648

)

Balance at September 30, 2009

 

$

8,761,303

 

$

(418

)

$

(4,309,059

)

$

21,075

 

$

4,472,901

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2010

 

$

8,523,981

 

$

 

$

(4,329,594

)

$

20,719

 

$

4,215,106

 

Net income

 

13,820

 

 

 

688

 

14,508

 

Receivable from General Growth Properties, Inc.

 

 

 

(155,187

)

 

(155,187

)

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from non controlling interests in consolidated Real Estate Affiliates

 

(140

)

 

 

(1,065

)

(1,205

)

Balance at September 30, 2010

 

$

8,537,661

 

$

 

$

(4,484,781

)

$

20,342

 

$

4,073,222

 

 

7



 

THE ROUSE COMPANY, L.P. AND SUBSIDIARIES

(Debtor-in-possession)

A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2010

 

2009

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

14,508

 

$

(265,851

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Equity in income of Unconsolidated Real Estate Affiliates

 

(29,708

)

(14,771

)

Provision for doubtful accounts

 

6,107

 

11,970

 

Distributions received from Unconsolidated Real Estate Affiliates

 

29,801

 

14,196

 

Depreciation and amortization

 

247,421

 

254,322

 

Amortization of deferred financing costs

 

5,142

 

13,132

 

Amortization (accretion) of debt market rate adjustments

 

11,288

 

(10,333

)

Amortization of intangibles other than in-place leases

 

3,123

 

3,193

 

Straight-line rent amortization

 

(13,183

)

(11,623

)

Non-cash interest expense related to Special Consideration entities

 

(6,358

)

 

Provisions for impairment

 

3,109

 

278,838

 

Land development and acquisition expenditures

 

(53,540

)

(41,052

)

Cost of land sales

 

7,089

 

20,147

 

Net loss on dispositions

 

 

210

 

Accrued interest expense related to the Plan

 

12,634

 

 

Reorganization items - finance costs related to emerged entities

 

55,975

 

(1,414

)

Non-cash reorganization items

 

(126,890

)

 

Net changes:

 

 

 

 

 

Accounts and notes receivable

 

25,873

 

(9,066

)

Prepaid expenses and deferred expenses and other assets

 

10,553

 

(16,751

)

Accounts payable and accrued expenses and deferred tax liabilities

 

125,288

 

100,948

 

Other, net

 

(9,043

)

13,079

 

Net cash provided by operating activities

 

319,189

 

339,174

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Development of real estate and property additions/improvements

 

(69,278

)

(57,648

)

Proceeds from sales of investment properties

 

26

 

6,418

 

Distributions received from Unconsolidated Real Estate Affiliates in excess of income

 

91,273

 

12,014

 

Increase in investments in Unconsolidated Real Estate Affiliates

 

(7,075

)

(116,542

)

(Increase) decrease in restricted cash

 

(6,445

)

6,622

 

Other, net

 

(4,106

)

(3,384

)

Net cash provided by (used in) investing activities

 

4,395

 

(152,520

)

 

8



 

THE ROUSE COMPANY, L.P. AND SUBSIDIARIES

(Debtor-in-possession)

A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2010

 

2009

 

 

 

(Dollars in thousands)

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of mortgages, notes and loans payable

 

 

86,059

 

Principal payments on mortgages, notes and loans payable

 

(117,341

)

(155,152

)

Advances to General Growth Properties, Inc.

 

(155,187

)

(88,555

)

Deferred financing costs

 

 

(1,070

)

Distributions from noncontrolling interests

 

(1,205

)

(648

)

Finance costs related to emerged entities

 

(55,975

)

 

Other, net

 

310

 

1,236

 

Net cash used in financing activities

 

(329,398

)

(158,130

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(5,814

)

28,524

 

Cash and cash equivalents at beginning of period

 

47,610

 

25,411

 

Cash and cash equivalents at end of period

 

$

41,796

 

$

53,935

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Interest paid

 

$

288,118

 

$

299,247

 

Interest capitalized

 

28,311

 

32,707

 

Income taxes paid

 

2,752

 

6,413

 

Reorganization items paid

 

57,586

 

422

 

Non-Cash Transactions:

 

 

 

 

 

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

 

$

(27,823

)

$

(14,991

)

Mortgage debt market rate adjustment related to emerged entities

 

137,920

 

 

Recognition of note payable in conjunction with land held for development and sale

 

 

6,520

 

Change in deferred contingent property acquisition liabilities

 

161,622

 

 

 

9