EX-99.1 2 a13-10810_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

GGP REPORTS FIRST QUARTER 2013 RESULTS

FFO Increases 13.6%; EBITDA Increases 5.7%

Full Year Guidance Raised

 

Chicago, Illinois, April 29, 2013 – General Growth Properties, Inc. (the “Company”) (NYSE: GGP) today reported results for the three months ended March 31, 2013.

 

Financial Results

 

For the Three Months Ended March 31, 2013

Funds From Operations (“Company FFO”) increased 13.6% to $252 million, or $0.25 per diluted share, from $222 million, or $0.22 per diluted share, in the prior year period.

 

Earnings Before Interest, Taxes, Depreciation and Amortization (“Company EBITDA”) increased 5.7% to $496 million from $469 million in the prior year period.

 

Net Operating Income for the mall portfolio (“Mall NOI”) increased 5.3% to $531 million from $505 million in the prior year period; comparable Net Operating Income for the U.S. Regional Mall Portfolio (“Same Store NOI”) increased 3.7% to $513 million from $495 million in the prior year period.

 

Net loss attributable to common stockholders, which is impacted primarily by depreciation expense, a net gain on extinguishment of debt and a non-cash accounting adjustment for outstanding warrants, was $14 million, or $0.01 loss per diluted share, as compared to a net loss of $198 million, or $0.21 loss per diluted share, in the prior year period.

 

Operational Highlights for the U.S. Regional Mall Portfolio

 

·         Tenant sales increased 6.3% to $558 per square foot on a trailing 12-month basis.

·         Mall leased percentage was 95.8% at quarter end, an increase of 210 basis points from March 31, 2012.

·         Initial rental rates for executed leases commencing in 2013 on a suite-to-suite basis increased 11.1%, or $6.43 per square foot, to $64.44 per square foot when compared to the rental rate for expiring leases.

 

Financing Activities

 

Property-Level Debt

During the three months ended March 31, 2013, the Company obtained $1.5 billion ($1.4 billion at share) of property-level debt with a weighted-average interest rate of 3.61% and average term-to-maturity of 11.6 years; the prior loans had a weighted-average interest rate of 5.09% and average term-to-maturity of 1.2 years. The transactions generated approximately $678 million of net proceeds.

 

Subsequent to March 31, 2013, the Company obtained $160 million of property-level debt with a weighted-average interest rate of 3.67% and a term-to-maturity of 10.0 years.  The prior loan had a weighted-

 

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average interest rate of 7.50% and a term-to-maturity of less than one year.  The transaction generated approximately $60 million of net proceeds.

 

In addition, the Company obtained a $1.5 billion corporate loan secured by cross-collateralized mortgages on 16 properties with a weighted-average interest rate of LIBOR + 2.50% and a term-to-maturity of 3.0 years (with 2 one-year options); the prior loans secured by 16 properties had a weighted-average interest rate of 3.98% and a term to maturity of 3.3 years.  The transaction generated approximately $180 million of net proceeds.

 

Unsecured Notes

During the three months ended March 31, 2013, the Company repaid $92 million of 5.375% unsecured notes scheduled to mature on November 26, 2013. In connection with the repayment, the Company incurred approximately $3.5 million of early redemption fees. On April 2, 2013, the Company announced the redemption of $609 million of its 6.75% unsecured notes due November 9, 2015 on May 1, 2013. In connection with the repayment, the Company will incur approximately $20.5 million of early redemption fees. After repayment of the $609 million, the Company will no longer have any outstanding unsecured Rouse notes.

 

Preferred Offering

On February 13, 2013, the Company issued, under a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) at a price of $25.00 per share.

 

Investment Activities

 

Acquisitions

During the three months ended March 31, 2013, the Company acquired an additional 15% interest in the Village of Merrick Park, a Class A mall held in a joint venture with sales per square foot of approximately $675.  As a result the Company now owns 55% of the joint venture.

 

Dispositions

During the three months ended March 31, 2013, the Company disposed of Mall of the Bluffs and Southlake Mall, which were two Class C malls with sales per square foot of approximately $250.

 

Development

The Company has redevelopment activities under construction totaling approximately $900 million of capital investment (at share), encompassing 24 properties including Ala Moana, Fashion Show, and Glendale Galleria. During the quarter, construction was completed on Northridge Fashion Center totaling approximately $13 million.

 

Warrants

On January 28, 2013, the Company purchased 46 million warrants that are issuable into 27 million shares of common stock, using net share settlement, for approximately $633 million.  The 74 million remaining outstanding warrants are exercisable into 43 million shares of common stock, using net share settlement.

 

On March 28, 2013, the Company amended the warrant agreement.  This amendment results in the classification of the warrants as permanent equity.  Prior to the amendment, the warrants were classified as a liability and marked to fair value, with changes in fair value recognized in earnings.

 

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Preferred Share Dividend

 

A preferred dividend was declared on March 5, 2013 payable April 1, 2013 to shareholders of record March 15, 2013.  This represents a pro-rated initial dividend from the date of original issuance, February 13, 2013, through March 31, 2013.

 

Guidance

 

Company FFO for the year ending December 31, 2013, is expected to be $1.11 to $1.15 per diluted share.

Company FFO for the second quarter 2013 is expected to be $0.24 to $0.26 per diluted share.

 

The following table provides a reconciliation of the range of estimated diluted net income (loss) attributable to General Growth Properties, Inc. per share to estimated diluted FFO per share and diluted Company FFO per share.

 

 

 

For the year ending
December 31, 2013

 

For the three months ending
 June 30, 2013

 

 

 

Low End

 

High End

 

Low End

 

High End

 

 

 

 

 

 

 

 

 

 

 

Company FFO per diluted share

 

$

1.11

 

$

1.15

 

$

0.24

 

$

0.26

 

Mark-to-market of warrants (1)

 

(0.04

)

(0.04

)

 

 

Loss on extinguishment of debt (2)

 

(0.03

)

(0.03

)

(0.02

)

(0.02

)

Adjustments (3) 

 

(0.14

)

(0.14

)

(0.04

)

(0.04

)

FFO

 

0.90

 

0.94

 

0.18

 

0.20

 

Depreciation, including share of joint ventures (4)

 

(0.77

)

(0.77

)

(0.19

)

(0.19

)

Net income (loss) attributable to common stockholders

 

0.13

 

0.17

 

(0.01

)

0.01

 

Preferred stock dividends

 

0.02

 

0.02

 

 

 

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

 

$

0.15

 

$

0.19

 

$

(0.01

)

$

0.01

 

 


(1)         As a result of the modification to the warrants in Q1 2013, they are classified as permanent equity effective March 28, 2013 and no longer required to be marked-to-market.

(2)         Impact of 6.75% notes redemption included in Q2 2013 and the year ending December 31, 2013 guidance.

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

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

 

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

 

Investor Conference Call

 

On Tuesday, April 30, 2013, the Company will host a conference call at 8:00 a.m. CDT (9:00 a.m. EDT). The conference call will be accessible by telephone and through the Internet. Interested parties can access the call

 

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by dialing 877.845.1018 (international 707.287.9345). A live webcast of the conference call will be available in listen-only mode in the Investors section at www.ggp.com. Interested parties should access the conference call or website 10 minutes prior to the beginning of the call in order to register.

 

For those unable to listen to the call live, a replay will be available beginning at 1:00 p.m. EDT on April 30, 2013. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 25970010. A replay of the call will be available on the Company’s website in the Investors section.

 

Supplemental Information

 

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

 

Forward-Looking Statements

 

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

 

General Growth Properties, Inc.

 

General Growth Properties, Inc. is a fully integrated, self-managed and self-administered real estate investment trust focused exclusively on owning, managing, leasing, and redeveloping regional malls throughout the United States. GGP’s portfolio is comprised of 124 regional malls in the United States comprising approximately 128 million square feet of gross leasable area. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.

 

Investor Relations Contact:

 

Media Contact:

Kevin Berry

 

David Keating

VP Investor Relations

 

VP Corporate Communications

(312) 960-5529

 

(312) 960-6325

kevin.berry@ggp.com

 

david.keating@ggp.com

 

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NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

 

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

The Company believes NOI is a useful supplemental measure of the Company’s operating performance.  The Company defines NOI as operating revenues (rental income, tenant recoveries and other income) less property and related expenses (real estate taxes, property maintenance costs, marketing, other property expenses and provision for doubtful accounts).  NOI has been reflected on a proportionate basis (at the Company’s ownership share).  Other REITs may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.  Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests, strategic initiatives, provision for income taxes, discontinued operations, preferred stock dividends and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.  This measure provides an operating perspective not immediately apparent from GAAP operating or net income (loss) attributable to common stockholders. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.

 

In addition, management believes NOI provides useful information to the investment community about the Company’s operating performance.  However, due to the exclusions noted above, NOI should only be used as an alternative measure of the Company’s financial performance.

 

Company NOI excludes the NOI impacts of non-cash and certain non-comparable items such as straight-line rent and intangible asset and liability amortization resulting from acquisition accounting.  Mall NOI is Company NOI for our mall portfolio.  We present Company NOI, and Company EBITDA and Company FFO as below, as we believe certain investors and other users of our financial information use them as measures of the Company’s historical operating performance.

 

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

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

 

FUNDS FROM OPERATIONS (“FFO”) AND COMPANY FFO

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

 

The Company considers FFO a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Company’s properties.  FFO does not give effect to real estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life.  Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance.   As with our presentation of Company NOI and Company EBITDA, Company FFO excludes from FFO certain items that are non-cash and certain non-comparable items such as our Company NOI adjustments, Company EBITDA adjustments, and FFO items such as FFO from discontinued operations from the spin-off of Rouse Properties, Inc., normal adjustments from operating properties such as straight-line, above/below market lease amortization, mark-to-market adjustments on debt and gains on the extinguishment of debt, warrant liability adjustment, and interest expense on debt repaid or settled, all as a result of our emergence, acquisition accounting and other capital contribution or restructuring events.

 

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

The Company presents EBITDA and FFO as they are financial measures widely used in the REIT industry.  In order to provide a better understanding of the relationship between our non-GAAP Supplemental Financial measures of NOI, Company NOI, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of NOI and Company NOI to GAAP Operating Income (loss); a reconciliation of EBITDA and Company EBITDA to GAAP net income (loss) attributable to General Growth Properties, Inc.; a reconciliation of Company FFO and FFO to GAAP net income (loss) attributable to General Growth Properties, Inc. has been provided.  None of our non-GAAP Supplemental Financial measures represents cash flow from operating activities in accordance with GAAP, none should be considered as an alternative to GAAP net income (loss) attributable to General Growth Properties, Inc. and none are necessarily indicative of cash available to fund cash needs.  In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s ownership share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.

 

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FINANCIAL OVERVIEW

GRAPHIC

 

 

Consolidated Statements of Operations (1)

(In thousands, except per share)

 

 

 

Three Months Ended

 

 

 

March 31, 2013

 

March 31, 2012

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Minimum rents

 

$

403,415

 

$

377,684

 

Tenant recoveries

 

187,711

 

174,874

 

Overage rents

 

11,479

 

13,086

 

Management fees and other corporate revenues

 

15,931

 

16,171

 

Other

 

19,267

 

14,798

 

Total revenues

 

637,803

 

596,613

 

Expenses:

 

 

 

 

 

Real estate taxes

 

69,272

 

55,699

 

Property maintenance costs

 

23,830

 

20,531

 

Marketing

 

6,519

 

6,738

 

Other property operating costs

 

89,303

 

86,719

 

Provision for doubtful accounts

 

1,797

 

2,171

 

Property management and other costs

 

40,355

 

41,540

 

General and administrative

 

10,933

 

10,510

 

Depreciation and amortization

 

195,433

 

206,789

 

Total expenses

 

437,442

 

430,697

 

Operating income

 

200,361

 

165,916

 

Interest income

 

721

 

661

 

Interest expense

 

(195,383

)

(210,760

)

Warrant liability adjustment

 

(40,546

)

(143,112

)

Loss on extinguishment of debt

 

(9,319

)

 

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

 

(44,166

)

(187,295

)

Provision for income taxes

 

(141

)

(1,396

)

Equity in income of Unconsolidated Real Estate Affiliates

 

13,194

 

5,952

 

Equity in income of Unconsolidated Real Estate Affiliates - gain on investment

 

3,448

 

 

Loss from continuing operations

 

(27,665

)

(182,739

)

Discontinued operations:

 

 

 

 

 

Loss from discontinued operations, including gains (losses) on dispositions

 

(6,967

)

(11,509

)

Gain on extinguishment of debt

 

25,894

 

 

Discontinued operations, net

 

18,927

 

(11,509

)

Net loss

 

(8,738

)

(194,248

)

Allocation to noncontrolling interests

 

(2,788

)

(3,367

)

Net loss attributable to GGP

 

(11,526

)

(197,615

)

Preferred stock dividends

 

(2,125

)

 

Net loss attributable to common stockholders

 

$

(13,651

)

$

(197,615

)

Basic and Diluted Loss Per Share:

 

 

 

 

 

Continuing operations

 

$

(0.03

)

$

(0.20

)

Discontinued operations

 

0.02

 

(0.01

)

Total basic and diluted loss per share

 

$

(0.01

)

$

(0.21

)

 


(1)  Amounts presented in accordance with GAAP.

 



 

FINANCIAL OVERVIEW

GRAPHIC

 

 

Consolidated Balance Sheets (1)

(In thousands)

 

 

 

March 31, 2013

 

December 31, 2012

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

4,260,197

 

$

4,278,471

 

Buildings and equipment

 

18,765,489

 

18,806,858

 

Less accumulated depreciation

 

(1,524,105

)

(1,440,301

)

Construction in progress

 

311,216

 

376,529

 

Net property and equipment

 

21,812,797

 

22,021,557

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

2,870,477

 

2,865,871

 

Net investment in real estate

 

24,683,274

 

24,887,428

 

Cash and cash equivalents

 

564,808

 

624,815

 

Accounts and notes receivable, net

 

252,624

 

260,860

 

Deferred expenses, net

 

185,176

 

179,837

 

Prepaid expenses and other assets

 

1,249,638

 

1,329,465

 

Total assets

 

$

26,935,520

 

$

27,282,405

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

16,235,366

 

$

15,966,866

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

15,439

 

 

Accounts payable and accrued expenses

 

1,014,754

 

1,212,231

 

Dividend payable

 

117,894

 

103,749

 

Deferred tax liabilities

 

26,997

 

28,174

 

Tax indemnification liability

 

303,586

 

303,750

 

Junior Subordinated Notes

 

206,200

 

206,200

 

Warrant liability

 

 

1,488,196

 

Total liabilities

 

17,920,236

 

19,309,166

 

Redeemable noncontrolling interests:

 

 

 

 

 

Preferred

 

136,127

 

136,008

 

Common

 

127,573

 

132,211

 

Total redeemable noncontrolling interests

 

263,700

 

268,219

 

Equity:

 

 

 

 

 

Preferred stock

 

242,042

 

 

Stockholders’ equity

 

8,426,536

 

7,621,698

 

Noncontrolling interests in consolidated real estate affiliates

 

83,006

 

83,322

 

Total equity

 

8,751,584

 

7,705,020

 

Total liabilities and equity

 

$

26,935,520

 

$

27,282,405

 

 


(1)  Presented in accordance with GAAP.

 



 

PROPORTIONATE FINANCIAL STATEMENTS

GRAPHIC

 

 

Reconciliation of NOI, EBITDA, and FFO

For the Three Months Ended March 31, 2013 and 2012

(In thousands)

 

 

 

Three Months Ended March 31, 2013

 

Three Months Ended March 31, 2012

 

 

 

Proportionate

 

Adjustments

 

Company

 

Proportionate

 

Adjustments

 

Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

496,698

 

$

7,318

 

$

504,016

 

$

471,843

 

$

6,256

 

$

478,099

 

Tenant recoveries

 

223,346

 

 

223,346

 

210,991

 

 

210,991

 

Overage rents

 

15,712

 

 

15,712

 

16,671

 

 

16,671

 

Other revenue

 

28,215

 

 

28,215

 

20,301

 

 

20,301

 

Total property revenues

 

763,971

 

7,318

 

771,289

 

719,806

 

6,256

 

726,062

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

81,302

 

(1,578

)

79,724

 

67,102

 

(1,578

)

65,524

 

Property maintenance costs

 

27,873

 

 

27,873

 

24,952

 

 

24,952

 

Marketing

 

7,955

 

 

7,955

 

8,301

 

 

8,301

 

Other property operating costs

 

114,293

 

(1,384

)

112,909

 

112,781

 

(1,434

)

111,347

 

Provision for doubtful accounts

 

2,680

 

 

2,680

 

2,447

 

 

2,447

 

Total property operating expenses

 

234,103

 

(2,962

)

231,141

 

215,583

 

(3,012

)

212,571

 

NOI

 

$

529,868

 

$

10,280

 

$

540,148

 

$

504,223

 

$

9,268

 

$

513,491

 

Management fees and other corporate revenues

 

17,816

 

 

17,816

 

17,698

 

 

17,698

 

Property management and other costs

 

(46,272

)

(424

)

(46,696

)

(47,594

)

(424

)

(48,018

)

NOI after net property management costs

 

$

501,412

 

$

9,856

 

$

511,268

 

$

474,327

 

$

8,844

 

$

483,171

 

General and administrative

 

(15,099

)

 

(15,099

)

(13,921

)

 

(13,921

)

EBITDA

 

$

486,313

 

$

9,856

 

$

496,169

 

$

460,406

 

$

8,844

 

$

469,250

 

Depreciation on non-income producing assets

 

(3,094

)

 

(3,094

)

(1,702

)

 

(1,702

)

Interest income

 

2,329

 

 

2,329

 

1,367

 

 

1,367

 

Preferred unit distributions

 

(2,336

)

 

(2,336

)

(5,433

)

3,098

 

(2,335

)

Preferred stock dividends

 

(2,125

)

 

(2,125

)

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Default interest

 

(1,306

)

1,306

 

 

(1,453

)

1,453

 

 

Interest expense relating to extinguished debt

 

 

 

 

 

 

 

Mark-to-market adjustments on debt

 

(3,769

)

3,769

 

 

4,352

 

(4,352

)

 

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

 

7,205

 

(7,205

)

 

(922

)

922

 

 

Debt extinguishment expenses

 

 

 

 

(176

)

176

 

 

Interest on existing debt

 

(238,580

)

 

(238,580

)

(249,497

)

 

(249,497

)

Warrant liability adjustment

 

(40,546

)

40,546

 

 

(143,112

)

143,112

 

 

Loss on extinguishment of debt

 

(9,319

)

9,319

 

 

 

 

 

Provision for income taxes

 

(206

)

(340

)

(546

)

(1,483

)

840

 

(643

)

FFO from discontinued operations

 

24,679

 

(24,724

)

(45

)

12,068

 

(6,789

)

5,279

 

FFO

 

$

219,245

 

$

32,527

 

$

251,772

 

$

74,415

 

$

147,304

 

$

221,719

 

 



 

PROPORTIONATE FINANCIAL STATEMENTS

GRAPHIC

 

 

Reconciliation of Non-GAAP to GAAP Financial Measures

(In thousands)

 

 

 

Three Months Ended

 

 

 

March 31,
2013

 

March 31,
2012

 

 

 

 

 

 

 

Reconciliation of Company NOI to GAAP Operating Income

 

 

 

 

 

Company NOI:

 

$

540,148

 

$

513,491

 

Adjustments for minimum rents, real estate taxes and other property operating costs

 

(10,280

)

(9,268

)

Proportionate NOI

 

529,868

 

504,223

 

Unconsolidated Properties

 

(102,219

)

(98,063

)

Consolidated Properties

 

427,649

 

406,160

 

Management fees and other corporate revenues

 

15,931

 

16,171

 

Property management and other costs

 

(40,355

)

(41,540

)

General and administrative

 

(10,933

)

(10,510

)

Depreciation and amortization

 

(195,433

)

(206,789

)

Noncontrolling interest in operating income of Consolidated Properties and other

 

3,502

 

2,424

 

Operating income

 

$

200,361

 

$

165,916

 

 

 

 

 

 

 

Reconciliation of Company EBITDA to GAAP Net Loss Attributable to GGP

 

 

 

 

 

Company EBITDA:

 

$

496,169

 

$

469,250

 

Adjustments for minimum rents, property operating expenses and property management and other costs

 

(9,856

)

(8,844

)

Proportionate EBITDA

 

486,313

 

460,406

 

Unconsolidated Properties

 

(93,869

)

(89,953

)

Consolidated Properties

 

392,444

 

370,453

 

Depreciation and amortization

 

(195,433

)

(206,789

)

Noncontrolling interest in NOI of Consolidated Properties

 

3,502

 

2,424

 

Interest income

 

721

 

661

 

Interest expense

 

(195,383

)

(210,760

)

Warrant liability adjustment

 

(40,546

)

(143,112

)

Provision for income taxes

 

(141

)

(1,396

)

Equity in income of Unconsolidated Real Estate Affiliates

 

13,194

 

5,952

 

Equity in income of Unconsolidated Real Estate Affiliates - gain on investment

 

3,448

 

 

Discontinued operations

 

18,927

 

(11,509

)

Loss on extinguishment of debt

 

(9,319

)

 

Allocation to noncontrolling interests

 

(2,940

)

(3,539

)

Net loss attributable to GGP

 

$

(11,526

)

$

(197,615

)

 

 

 

 

 

 

Reconciliation of Company FFO to GAAP Net Loss Attributable to GGP

 

 

 

 

 

Company FFO:

 

$

251,772

 

$

221,719

 

Adjustments for minimum rents, property operating expenses and property management and other costs, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations

 

(32,527

)

(147,304

)

Proportionate FFO

 

219,245

 

74,415

 

Depreciation and amortization of capitalized real estate costs

 

(239,055

)

(253,532

)

Gains on sales of investment properties

 

9,736

 

2,101

 

Preferred stock dividends

 

2,125

 

 

Noncontrolling interests in depreciation of Consolidated Properties

 

1,769

 

1,755

 

Provision for impairment excluded from FFO of discontinued operations

 

(4,975

)

(10,393

)

Redeemable noncontrolling interests

 

79

 

1,318

 

Depreciation and amortization of discontinued operations

 

(450

)

(13,279

)

Net loss attributable to GGP

 

$

(11,526

)

$

(197,615

)

 

 

 

 

 

 

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

 

 

 

 

 

Equity in Unconsolidated Properties:

 

 

 

 

 

NOI

 

$

102,219

 

$

98,063

 

Net property management fees and costs

 

(4,184

)

(4,684

)

General and administrative and provisions for impairment

 

(4,166

)

(3,426

)

EBITDA

 

93,869

 

89,953

 

Net interest expense

 

(40,495

)

(37,604

)

Provision for income taxes

 

(82

)

(103

)

FFO of Unconsolidated Properties

 

53,292

 

52,246

 

Depreciation and amortization of capitalized real estate costs

 

(46,716

)

(48,445

)

Equity in income of Unconsolidated Real Estate Affiliates - gain on investment

 

(3,448

)

 

Other, including gain on sales of investment properties

 

10,066

 

2,151

 

Equity in income of Unconsolidated Real Estate Affiliates

 

$

13,194

 

$

5,952