EX-99.1 2 a12-4264_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

INVESTORS:

 

MEDIA:

Kevin Berry

 

David Keating

kevin.berry@ggp.com

 

david.keating@ggp.com

(312) 960-5529

 

(312) 960-6325

 

 

GENERAL GROWTH PROPERTIES REPORTS
FOURTH QUARTER RESULTS

Strong Net Operating Income Growth

 

 

Chicago, Illinois, February 8, 2012 – General Growth Properties, Inc. (NYSE: GGP) (“GGP” or the “Company”) today reported financial and operational results for the three months ended December 31, 2011.

 

RESULTS FOR THE FOURTH QUARTER 2011

Core Funds From Operations (“Core FFO”) was $279.8 million or $0.29 per diluted share for the fourth quarter 2011 compared to $230.1 million or $0.23 per diluted share for the fourth quarter 2010. Net loss attributable to common stockholders was $367.8 million or $0.39 per diluted share for the fourth quarter 2011 compared to a net loss of $1.14 billion for the fourth quarter 2010. Excluding the results attributable to Rouse Properties, Inc. (“RPI”), Core FFO was $254.0 million or $0.26 per diluted share for the fourth quarter 2011 compared to $207.7 million or $0.21 per diluted share for the fourth quarter 2010.

 

RESULTS FOR THE YEAR ENDED 2011

Core FFO was $937.0 million or $0.95 per diluted share for 2011 compared to $869.2 million or $0.87 per diluted share for 2010. Net loss attributable to common stockholders was $313.2 million or $0.37 per diluted share for 2011 compared to a net loss of $1.44 billion for 2010. Excluding the results attributable to RPI, Core FFO was $847.8 million or $0.86 per diluted share for 2011 compared to $784.7 million or $0.79 per diluted share for 2010.

 

OPERATIONAL HIGHLIGHTS

·                  Comparable tenant sales were $505 per square foot on a trailing 12 month basis as of year-end 2011, a 7.9% increase over year-end 2010. Comparable tenant sales have now increased for eight consecutive quarters.

·                  Regional mall percentage leased was 94.6% at year-end 2011, an increase of 110 basis points over year-end 2010.

·                  The initial rent on leases executed in 2011 was $65.67 per square foot representing an increase of 8.3% or $5.04 per square foot compared to the expiring rent on comparable leases.

·                  Core Net Operating Income (“Core NOI”), excluding the results attributable to RPI, for the fourth quarter 2011 increased 7.6% compared to the fourth quarter 2010 and increased 2.9% for the full year comparison.

 

CAPITAL MARKETS ACTIVITY

·                  During the fourth quarter of 2011, $1.3 billion ($609 million at share) of mortgage notes were refinanced at a weighted average interest rate of 4.62% and an average term of 9.9 years. The average interest rate of the original loans was 5.74% and the remaining term-to-maturity was 0.2 years.

·                  During 2011, $4.2 billion ($3.2 billion at share) of mortgage notes were refinanced at a weighted average interest rate of 5.06% and average term of 10.1 years. The average interest rate of the original loans was 5.83% and the remaining term-to-maturity was 2.2 years. Approximately $1.8 billion of the original loans were refinanced upon their maturity and $2.4 billion were refinanced prior to their scheduled maturities.

·                  As of December 31, 2011, the Company had $745 million of cash and cash equivalents, including $174 million held in joint ventures. GGP’s $750 million corporate line of credit remains undrawn.

 

ACQUISITION AND DISPOSITION ACTIVITY

·                  On January 12, 2012, GGP distributed approximately 0.0375 shares of RPI common stock for each GGP common share to holders of record on December 30, 2011. In accordance with U.S. GAAP, the results of operations of RPI are classified as continuing operations for the three months and year ended December 31, 2011, and 2010, respectively. As of December 31, 2011, RPI’s total assets were $1.57 billion and total liabilities were $1.15 billion and are included in GGP’s consolidated balance sheet. In addition, RPI contributed core FFO of $0.03 and $0.09 per diluted share for

 

1



 

 

the three months and year ended December 31, 2011, respectively, and $0.02 and $0.08 per diluted share for the three months and year ended December 31, 2010, respectively. See “RPI Information” below.

·                  GGP and Kimco Realty previously announced a joint venture partnership in which both companies would own 50% interest of Owings Mills Mall in Owings Mills, Maryland. GGP and Kimco will co-lead a redevelopment of the one-million square foot regional mall. GGP previously owned 100% interest in the property.

·                  During the fourth quarter, GGP acquired whole or partial interests in several anchor pads and big boxes comprising approximately 1.25 million square feet of gross leasable area for $12.6 million. During 2011, GGP acquired whole or partial interests in approximately 2.45 million square feet of gross leasable area for $168.4 million including the assumption of $34.7 million of property-level debt. (Figures represent GGP’s share).

·                  During the fourth quarter, GGP sold, or transferred to the mortgage holder, whole or partial interests in several properties comprising approximately 2.8 million square feet for $251.0 million including property level debt of $166.3 million. During 2011, GGP sold, or transferred to the mortgage holder, whole or partial interests in approximately 11.5 million square feet of gross leasable area for $879.9 million including property level debt of $752.7 million. (Figures represent GGP’s share).

 

DEVELOPMENT ACTIVITY

·                  During 2011, the Company opened 28 new anchor/big boxes across its nationwide regional mall portfolio totaling approximately 920,000 square feet, including Crate & Barrel, Nordstrom Rack, Bed Bath & Beyond, L.L. Bean, Cabela’s, Kohl’s, H.H. Gregg and Ulta.

·                  During 2011, the Company opened three department stores totaling approximately 402,000 square feet – two Nordstrom stores and one Von Maur. GGP has an additional four department stores totaling approximately 516,000 square feet scheduled to open in 2012 and 2013, including Von Maur, Lord & Taylor, Herberger’s and Bloomingdale’s.

 

2012 GUIDANCE

GGP reaffirms its previously issued 2012 Core FFO guidance of $0.90 to $0.94 per diluted share. Core FFO for 2011, excluding the results attributable to RPI, was $0.86 per diluted share. In addition, Core FFO for the first quarter 2012 is estimated to be $0.21 to $0.23 per diluted share. The following table provides a reconciliation of the range of estimated diluted net income attributable to common stockholders per share to estimated diluted FFO per share and diluted Core FFO per share.

 

 

 

For the three months ended
March 31, 2012

 

For the year ended
December 31, 2012

 

 

 

Low End

 

High End

 

Low End

 

High End

 

Net income attributable to common stockholders

 

$(0.01)

 

0.01

 

$(0.05)

 

$(0.01)

 

Depreciation, including share of joint ventures

 

0.20

 

0.20

 

0.92

 

0.92

 

Gain / loss on property dispositions

 

 

 

 

 

Impact of dilutive securities

 

 

 

(0.02)

 

(0.02)

 

Funds From Operations

 

$0.19

 

$0.21

 

0.85

 

0.89

 

Other Core FFO Adjustments (1)

 

0.02

 

0.02

 

0.05

 

0.05

 

Core Funds From Operations

 

$0.21

 

$0.23

 

$0.90

 

$0.94

 

 

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

 

The 2012 guidance estimates 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 future capital market conditions, which is generally consistent with the current forward rates for LIBOR and U.S. Treasury bonds. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, capital markets activity or impairment charges. Earnings per share estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. By definition, Core FFO does not include real estate-related depreciation and amortization 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.

 

2



 

 

INVESTOR CONFERENCE CALL

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

 

For those unable to listen to the call live, a replay will be available beginning at 1:00 p.m. EST on February 9, 2012, through February 23, 2012. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 43425840. A replay of the call will be available on the Company’s website in the Investors section.

 

SUPPLEMENTAL INFORMATION

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

 

RPI INFORMATION

In December 2011, the Board of Directors approved the spin-off to holders of GGP’s common stock, in the form of a special taxable dividend, shares of the newly formed RPI. The spin-off was consummated on January 12, 2012. For every share of GGP’s common stock, such holder received approximately 0.0375 shares of RPI common stock. As the spin-off transaction did not occur until 2012, the assets, liabilities and results of operations of RPI are included in the consolidated financial statements of GGP as of December 31, 2011.

 

This earnings release includes certain financial information with and without RPI for the three and twelve months ended December 31, 2011. GGP has provided this information in order to illustrate the impact that the spin-off would have had on GGP’s 2011 results and to provide more meaningful information about GGP’s ongoing operations. Any RPI information included in this earnings release (i) is derived solely from the consolidating financial information included in GGP’s consolidated financial results, (ii) has not been audited by RPI’s auditors and (iii) has not been reviewed or adopted by RPI. Accordingly, the RPI information included herein may differ from the information that is publicly reported by RPI following completion of its audit for the year ended December 31, 2011.

 

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 GGP 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,  GGP’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. GGP discusses these and other risks and uncertainties in its annual and quarterly periodic reports filed with the Securities and Exchange Commission. GGP 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.

 

ABOUT GGP

General Growth Properties, Inc. owns or has an interest in 136 regional shopping malls comprising approximately 140 million square feet of gross leasable area in the United States. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.  For further information please visit the GGP website at www.GGP.com.

 

3



 

 

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

 

REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND CORE 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, reorganization items, strategic initiatives, provision for income taxes, discontinued operations and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.  This measure provides an operating perspective not immediately apparent from GAAP operating or net income (loss) attributable to common stockholders. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.

 

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

 

CORE 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.  We present Core NOI, and Core EBITDA and Core 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 CORE EBITDA

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

 

FUNDS FROM OPERATIONS (“FFO”) AND CORE FFO

The Company, consistent with real estate industry and investment community preferences, uses FFO as a supplemental measure of operating performance for a Real Estate Investment Trust (REIT). FFO is defined as net income (loss) attributable to common stockholders in accordance with GAAP, excluding impairment write-downs on depreciable real estate, gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization and including adjustments for unconsolidated partnerships and joint ventures. We believe our definition of FFO is consistent with the definition of FFO as established by NAREIT.

 

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 Core NOI and Core EBITDA, Core FFO excludes from FFO certain items that are non-cash and certain non-comparable items such as our Core NOI adjustments, Core EBITDA adjustments, and FFO items such as FFO from discontinued operations, Permanent Warrant expense, 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

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

 

4



 

General Growth Properties, Inc.

Consolidated Statements of Income(1)

(in thousands, except per share)

 

 

 

Three Months Ended

 

 

 

Successor

 

Successor

 

Predecessor

 

Combined

 

 

 

December 31, 2011

 

Period from November 10, 2010
through December 31, 2010

 

Period from October 1, 2010
through November 9, 2010

 

December 31, 2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

446,509

 

$

255,599

 

$

196,381

 

$

451,980

 

Tenant recoveries

 

190,020

 

108,994

 

84,495

 

193,489

 

Overage rents

 

35,417

 

19,691

 

9,217

 

28,908

 

Management fees and other corporate revenues

 

17,398

 

8,887

 

6,288

 

15,175

 

Other

 

30,248

 

15,946

 

7,885

 

23,831

 

Total revenues

 

719,592

 

409,117

 

304,266

 

713,383

 

Expenses:

 

 

 

 

 

 

 

 

 

Real estate taxes

 

59,535

 

35,712

 

25,893

 

61,605

 

Property maintenance costs

 

27,048

 

20,030

 

11,571

 

31,601

 

Marketing

 

15,937

 

12,300

 

3,411

 

15,711

 

Other property operating costs

 

113,479

 

67,135

 

53,221

 

120,356

 

Provision for doubtful accounts

 

2,572

 

471

 

2,137

 

2,608

 

Property management and other costs

 

62,186

 

29,837

 

12,473

 

42,310

 

General and administrative

 

15,558

 

22,262

 

2,206

 

24,468

 

Provisions for impairment

 

64,337

 

 

 

 

Depreciation and amortization

 

235,098

 

136,207

 

70,444

 

206,651

 

Total expenses

 

595,750

 

323,954

 

181,356

 

505,310

 

Operating income

 

123,842

 

85,163

 

122,910

 

208,073

 

Interest income

 

537

 

723

 

562

 

1,285

 

Interest expense

 

(232,013

)

(139,171

)

(203,163

)

(342,334

)

Warrant adjustment

 

(264,418

)

(205,252

)

 

(205,252

)

Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates, reorganization items and noncontrolling interests

 

(372,052

)

(258,537

)

(79,691

)

(338,228

)

(Provision for) benefit from income taxes

 

(989

)

8,909

 

61,900

 

70,809

 

Equity in income (loss) of Unconsolidated Real Estate Affiliates

 

5,432

 

(504

)

(32,190

)

(32,694

)

Reorganization items

 

 

 

(227,987

)

(227,987

)

Loss from continuing operations

 

(367,609

)

(250,132

)

(277,968

)

(528,100

)

Discontinued operations

 

(656

)

(5,952

)

(638,863

)

(644,815

)

Net loss

 

(368,265

)

(256,084

)

(916,831

)

(1,172,915

)

Allocation to noncontrolling interests

 

427

 

1,868

 

28,129

 

29,997

 

Net loss attributable to common stockholders

 

$

(367,838

)

$

(254,216

)

$

(888,702

)

$

(1,142,918

)

Basic Loss Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.39

)

$

(0.26

)

$

(0.83

)

 

 

Discontinued operations

 

 

(0.01

)

(1.97

)

 

 

Total basic loss per share

 

$

(0.39

)

$

(0.27

)

$

(2.80

)

 

 

Diluted Loss Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.39

)

$

(0.26

)

$

(0.83

)

 

 

Discontinued operations

 

 

(0.01

)

(1.97

)

 

 

Total diluted loss per share

 

$

(0.39

)

$

(0.27

)

$

(2.80

)

 

 

 


(1)  Amounts presented in accordance with GAAP.

 

5


 


 

General Growth Properties, Inc.
Consolidated Statements of Income(1)
(in thousands, except per share)

 

 

 

 

Twelve Months Ended

 

 

 

Successor

 

Successor

 

Predecessor

 

Combined

 

 

 

December 31, 2011

 

Period from November 10, 2010
through December 31, 2010

 

Period from January 1, 2010
through November 9, 2010

 

December 31, 2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

1,738,246

 

$

255,599

 

$

1,522,703

 

$

1,778,302

 

Tenant recoveries

 

794,378

 

108,994

 

690,292

 

799,286

 

Overage rents

 

67,309

 

19,691

 

34,540

 

54,231

 

Management fees and other corporate revenues

 

61,173

 

8,887

 

54,351

 

63,238

 

Other

 

81,836

 

15,946

 

61,069

 

77,015

 

Total revenues

 

2,742,942

 

409,117

 

2,362,955

 

2,772,072

 

Expenses:

 

 

 

 

 

 

 

 

 

Real estate taxes

 

254,253

 

35,712

 

217,270

 

252,982

 

Property maintenance costs

 

110,052

 

20,030

 

89,551

 

109,581

 

Marketing

 

38,447

 

12,300

 

24,185

 

36,485

 

Other property operating costs

 

455,611

 

67,135

 

385,325

 

452,460

 

Provision for doubtful accounts

 

6,223

 

471

 

15,603

 

16,074

 

Property management and other costs

 

205,759

 

29,837

 

136,787

 

166,624

 

General and administrative

 

36,003

 

22,262

 

24,895

 

47,157

 

Provisions for impairment

 

64,337

 

 

4,516

 

4,516

 

Depreciation and amortization

 

979,328

 

136,207

 

561,861

 

698,068

 

Total expenses

 

2,150,013

 

323,954

 

1,459,993

 

1,783,947

 

Operating income

 

592,929

 

85,163

 

902,962

 

988,125

 

Interest income

 

2,464

 

723

 

1,524

 

2,247

 

Interest expense

 

(958,612

)

(139,171

)

(1,259,275

)

(1,398,446

)

Warrant adjustment

 

55,042

 

(205,252

)

 

(205,252

)

Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates, reorganization items and noncontrolling interests

 

(308,177

)

(258,537

)

(354,789

)

(613,326

)

(Provision for) benefit from income taxes

 

(9,256

)

8,909

 

60,456

 

69,365

 

Equity in income (loss) of Unconsolidated Real Estate Affiliates

 

2,898

 

(504

)

21,857

 

21,353

 

Reorganization items

 

 

 

(339,314

)

(339,314

)

Loss from continuing operations

 

(314,535

)

(250,132

)

(611,790

)

(861,922

)

Discontinued operations

 

7,654

 

(5,952

)

(600,618

)

(606,570

)

Net loss

 

(306,881

)

(256,084

)

(1,212,408

)

(1,468,492

)

Allocation to noncontrolling interests

 

(6,291

)

1,868

 

26,650

 

28,518

 

Net loss attributable to common stockholders

 

$

(313,172

)

$

(254,216

)

$

(1,185,758

)

$

(1,439,974

)

Basic Loss Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.34

)

$

(0.26

)

$

(1.89

)

 

 

Discontinued operations

 

0.01

 

(0.01

)

(1.85

)

 

 

Total basic loss per share

 

$

(0.33

)

$

(0.27

)

$

(3.74

)

 

 

Diluted Loss Per Share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.38

)

$

(0.26

)

$

(1.89

)

 

 

Discontinued operations

 

0.01

 

(0.01

)

(1.85

)

 

 

Total diluted loss per share

 

$

(0.37

)

$

(0.27

)

$

(3.74

)

 

 

 


(1)  Amounts presented in accordance with GAAP.

 

6



 

General Growth Properties, Inc.
Consolidated Balance Sheets(1)
(in thousands)

 

 

 

 

December 31, 2011

 

December 31, 2010

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

4,608,021

 

$

4,722,674

 

Buildings and equipment

 

19,813,510

 

20,300,355

 

Less accumulated depreciation

 

(973,027

)

(129,794

)

Developments in progress

 

135,807

 

117,137

 

Net property and equipment

 

23,584,311

 

25,010,372

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

3,052,973

 

3,153,698

 

Net investment in real estate

 

26,637,284

 

28,164,070

 

Cash and cash equivalents

 

572,872

 

1,021,311

 

Accounts and notes receivable, net

 

218,455

 

114,099

 

Deferred expenses, net

 

169,545

 

175,669

 

Prepaid expenses and other assets

 

1,803,796

 

2,300,452

 

Assets held for disposition

 

116,199

 

591,778

 

Total Assets

 

$

29,518,151

 

$

32,367,379

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

17,129,506

 

$

17,841,757

 

Accounts payable and accrued expenses

 

1,444,280

 

1,893,571

 

Distribution payable

 

526,332

 

38,399

 

Deferred tax liabilities

 

29,220

 

36,463

 

Tax indemnification liability

 

303,750

 

303,750

 

Junior Subordinated Notes

 

206,200

 

206,200

 

Warrant liability

 

985,962

 

1,041,004

 

Liabilities held for disposition

 

89,761

 

592,122

 

Total Liabilities

 

20,715,011

 

21,953,266

 

Redeemable noncontrolling interests:

 

 

 

 

 

Preferred

 

120,756

 

120,756

 

Common

 

103,039

 

111,608

 

Total Redeemable Noncontrolling Interests

 

223,795

 

232,364

 

Equity:

 

 

 

 

 

Total stockholders’ equity

 

8,483,329

 

10,079,102

 

Noncontrolling interests in consolidated real estate affiliates

 

96,016

 

102,647

 

Total Equity

 

8,579,345

 

10,181,749

 

Total Liabilities and Equity

 

$

29,518,151

 

$

32,367,379

 

 


(1)   Presented in accordance with GAAP.

 

7


 


 

General Growth Properties, Inc.
Reconciliation of Core NOI, Core EBITDA and Core FFO, at share
(in thousands)

 

 

 

 

Three Months Ended December 31, 2011

 

Three Months Ended December 31, 2010

 

 

 

Successor

 

Successor

 

Successor

 

Combined

 

Combined

 

Combined

 

 

 

Pro Rata Basis

 

Core Adjustments

 

Core

 

Pro Rata Basis

 

Core Adjustments

 

Core

 

 

 

December 31, 2011

 

Dec 31, 2011

 

Dec 31, 2011

 

December 31, 2010

 

Dec 31, 2010

 

Dec 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

540,495

 

$

29,541

 

$

570,036

 

$

541,370

 

$

11,383

 

$

552,753

 

Tenant recoveries

 

228,003

 

 

228,003

 

225,782

 

 

225,782

 

Overage rents

 

42,790

 

 

42,790

 

33,004

 

 

33,004

 

Other, including noncontrolling interests

 

31,285

 

 

31,285

 

25,971

 

 

25,971

 

Total property revenues

 

842,573

 

29,541

 

872,114

 

826,127

 

11,383

 

837,510

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

74,904

 

(1,578

)

73,326

 

69,814

 

(1,324

)

68,490

 

Property maintenance costs

 

32,359

 

 

32,359

 

37,065

 

 

37,065

 

Marketing

 

19,417

 

 

19,417

 

18,947

 

 

18,947

 

Other property operating costs

 

134,310

 

(1,643

)

132,667

 

140,669

 

(1,596

)

139,073

 

Provision for doubtful accounts

 

2,715

 

 

2,715

 

2,509

 

 

2,509

 

Total property operating expenses

 

263,705

 

(3,221

)

260,484

 

269,004

 

(2,920

)

266,084

 

NOI

 

$

578,868

 

$

32,762

 

$

611,630

 

$

557,123

 

$

14,303

 

$

571,426

 

Management fees and other corporate revenues

 

18,629

 

(9

)

18,620

 

16,908

 

(1,005

)

15,903

 

Property management and other costs

 

(68,538

)

14,317

 

(54,221

)

(48,770

)

(562

)

(49,332

)

General and administrative

 

(19,704

)

88

 

(19,616

)

(33,402

)

4,547

 

(28,855

)

Preferred unit distributions

 

(2,648

)

 

(2,648

)

(2,838

)

 

(2,838

)

EBITDA before reorganization items

 

$

506,607

 

$

47,158

 

$

553,765

 

$

489,021

 

$

17,283

 

$

506,304

 

Provisions for impairment

 

(916

)

916

 

 

 

 

 

Reorganization items

 

 

 

 

(227,987

)

227,987

 

 

EBITDA

 

$

505,691

 

$

48,074

 

$

553,765

 

$

261,034

 

$

245,270

 

$

506,304

 

Depreciation on non-income producing assets

 

(1,978

)

 

(1,978

)

(1,743

)

 

(1,743

)

Interest income

 

1,479

 

 

1,479

 

3,785

 

 

3,785

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Default interest

 

(1,132

)

1,132

 

 

(48,006

)

48,006

 

 

Interest expense relating to extinguished debt

 

 

 

 

(33,527

)

33,527

 

 

Mark-to-market adjustments on debt

 

3,420

 

(3,420

)

 

(19,913

)

19,913

 

 

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

 

148

 

(148

)

 

 

 

 

Debt extinguishment expenses

 

36

 

(36

)

 

(1

)

1

 

 

Interest on existing debt

 

(273,031

)

 

(273,031

)

(279,390

)

 

(279,390

)

Warrant adjustment

 

(264,418

)

264,418

 

 

(205,252

)

205,252

 

 

(Provision for) benefit from income taxes

 

(1,082

)

1,082

 

 

70,693

 

(70,693

)

 

Other FFO from noncontrolling interests

 

(426

)

 

(426

)

1,171

 

 

1,171

 

FFO from discontinued operations

 

478

 

(478

)

 

481,734

 

(481,734

)

 

 

 

(30,815

)

310,624

 

279,809

 

230,585

 

(458

)

230,127

 

Equity in FFO of Unconsolidated Properties

 

 

 

 

 

 

 

FFO

 

$

(30,815

)

$

310,624

 

$

279,809

 

$

230,585

 

$

(458

)

$

230,127

 

 

8


 


 

General Growth Properties, Inc.
Reconciliation of Core NOI, Core EBITDA and Core FFO, at share
(in thousands)

 

 

 

 

Twelve Months Ended December 31, 2011

 

Twelve Months Ended December 31, 2010

 

 

 

Successor

 

Successor

 

Successor

 

Combined

 

Combined

 

Combined

 

 

 

Pro Rata Basis

 

Core Adjustments

 

Core

 

Pro Rata Basis

 

Core Adjustments

 

Core

 

 

 

December 31, 2011

 

December 31, 2011

 

December 31, 2011

 

December 31, 2010

 

December 31, 2010

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

2,092,791

 

$

49,579

 

$

2,142,370

 

$

2,134,891

 

$

(26,546

)

$

2,108,345

 

Tenant recoveries

 

937,146

 

 

937,146

 

938,343

 

 

938,343

 

Overage rents

 

80,193

 

 

80,193

 

61,431

 

 

61,431

 

Other, including noncontrolling interests

 

85,054

 

 

85,054

 

79,733

 

 

79,733

 

Total property revenues

 

3,195,184

 

49,579

 

3,244,763

 

3,214,398

 

(26,546

)

3,187,852

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

302,268

 

(6,312

)

295,956

 

294,028

 

(4,267

)

289,761

 

Property maintenance costs

 

129,280

 

 

129,280

 

128,140

 

 

128,140

 

Marketing

 

46,983

 

 

46,983

 

44,086

 

 

44,086

 

Other property operating costs

 

536,256

 

(6,621

)

529,635

 

532,626

 

(6,290

)

526,336

 

Provision for doubtful accounts

 

9,308

 

 

9,308

 

18,962

 

 

18,962

 

Total property operating expenses

 

1,024,095

 

(12,933

)

1,011,162

 

1,017,842

 

(10,557

)

1,007,285

 

NOI

 

$

2,171,089

 

$

62,512

 

$

2,233,601

 

$

2,196,556

 

$

(15,989

)

$

2,180,567

 

Management fees and other corporate revenues

 

66,312

 

(421

)

65,891

 

79,196

 

(13,083

)

66,113

 

Property management and other costs

 

(228,507

)

31,395

 

(197,112

)

(199,227

)

16,814

 

(182,413

)

General and administrative

 

(46,626

)

(13,217

)

(59,843

)

(61,365

)

2,428

 

(58,937

)

Preferred unit distributions

 

(9,654

)

 

(9,654

)

(9,844

)

 

(9,844

)

EBITDA before reorganization items

 

$

1,952,614

 

$

80,269

 

$

2,032,883

 

$

2,005,316

 

$

(9,830

)

$

1,995,486

 

Provisions for impairment

 

(916

)

916

 

 

 

 

 

Reorganization items

 

 

 

 

(339,319

)

339,319

 

 

EBITDA

 

$

1,951,698

 

$

81,185

 

$

2,032,883

 

$

1,665,997

 

$

329,489

 

$

1,995,486

 

Depreciation on non-income producing assets

 

(6,561

)

 

(6,561

)

(8,168

)

 

(8,168

)

Interest income

 

8,534

 

 

8,534

 

9,084

 

 

9,084

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Default interest

 

(62,089

)

62,089

 

 

(131,745

)

131,745

 

 

Interest expense relating to extinguished debt

 

(11,045

)

11,045

 

 

(234,162

)

234,162

 

 

Mark-to-market adjustments on debt

 

15,725

 

(15,725

)

 

(54,984

)

54,984

 

 

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

 

47,614

 

(47,614

)

 

 

 

 

Debt extinguishment expenses

 

(1,565

)

1,565

 

 

(99

)

99

 

 

Interest on existing debt

 

(1,103,096

)

 

(1,103,096

)

(1,131,305

)

 

(1,131,305

)

Warrant adjustment

 

55,042

 

(55,042

)

 

(205,252

)

205,252

 

 

(Provision for) benefit from income taxes

 

(9,630

)

9,630

 

 

69,332

 

(69,332

)

 

Other FFO from noncontrolling interests

 

5,248

 

 

5,248

 

4,097

 

 

4,097

 

FFO from discontinued operations

 

18,278

 

(18,278

)

 

629,882

 

(629,882

)

 

 

 

908,153

 

28,855

 

937,008

 

612,677

 

256,517

 

869,194

 

Equity in FFO of Unconsolidated Properties

 

 

 

 

 

 

 

FFO

 

$

908,153

 

$

28,855

 

$

937,008

 

$

612,677

 

$

256,517

 

$

869,194

 

 

9


 


 

General Growth Properties, Inc.
Reconciliation of Non-GAAP to GAAP Financial Measures
(in thousands)

 

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31, 2011

 

December 31, 2010

 

December 31, 2011

 

December 31, 2010

 

Reconciliation of NOI to GAAP Operating Income

 

 

 

 

 

 

 

 

 

NOI:

 

 

 

 

 

 

 

 

 

Pro Rata basis

 

$

578,868

 

$

557,123

 

$

2,171,089

 

$

2,196,556

 

Unconsolidated Properties

 

(100,477

)

(93,465

)

(368,848

)

(367,087

)

Consolidated Properties

 

478,391

 

463,658

 

1,802,241

 

1,829,469

 

Management fees and other corporate revenues

 

17,398

 

15,175

 

61,173

 

63,238

 

Property management and other costs

 

(62,186

)

(42,310

)

(205,759

)

(166,624

)

General and administrative

 

(15,558

)

(24,468

)

(36,003

)

(47,157

)

Provisions for impairment

 

(64,337

)

 

(64,337

)

(4,516

)

Depreciation and amortization

 

(235,098

)

(206,651

)

(979,328

)

(698,068

)

Noncontrolling interest in NOI of Consolidated Properties

 

5,232

 

2,669

 

14,942

 

11,783

 

Operating income

 

$

123,842

 

$

208,073

 

$

592,929

 

$

988,125

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of EBITDA to GAAP Net Loss Attributable to Common Stockholders

 

 

 

 

 

 

 

 

 

EBITDA:

 

 

 

 

 

 

 

 

 

Pro Rata basis

 

$

505,691

 

$

261,034

 

$

1,951,698

 

$

1,665,997

 

Unconsolidated Properties

 

(91,210

)

(79,804

)

(340,616

)

(336,229

)

Consolidated Properties

 

414,481

 

181,230

 

1,611,082

 

1,329,768

 

Preferred unit distributions

 

2,648

 

2,838

 

9,654

 

9,844

 

Depreciation and amortization

 

(235,098

)

(206,651

)

(979,328

)

(698,068

)

Noncontrolling interest in NOI of Consolidated Properties

 

5,232

 

2,669

 

14,942

 

11,783

 

Interest income

 

537

 

1,285

 

2,464

 

2,247

 

Interest expense

 

(232,013

)

(342,334

)

(958,612

)

(1,398,446

)

Warrant adjustment

 

(264,418

)

(205,252

)

55,042

 

(205,252

)

Provision for income taxes

 

(989

)

70,809

 

(9,256

)

69,365

 

Provision for impairment excluded from FFO

 

(63,421

)

 

(63,421

)

(4,516

)

Equity in (loss) income of Unconsolidated Real Estate Affiliates

 

5,432

 

(32,694

)

2,898

 

21,353

 

Discontinued operations

 

(656

)

(644,815

)

7,654

 

(606,570

)

Allocation to noncontrolling interests

 

427

 

29,997

 

(6,291

)

28,518

 

Net loss attributable to common stockholders

 

$

(367,838

)

$

(1,142,918

)

$

(313,172

)

$

(1,439,974

)

 

 

 

 

 

 

 

 

 

 

Reconciliation of FFO to GAAP Net Loss Attributable to Common Stockholders

 

 

 

 

 

 

 

 

 

FFO:

 

 

 

 

 

 

 

 

 

Pro Rata basis

 

$

(30,815

)

$

230,585

 

$

908,153

 

$

612,677

 

Unconsolidated Properties

 

 

 

 

 

Consolidated Properties

 

(30,815

)

230,585

 

908,153

 

612,677

 

Depreciation and amortization of capitalized real estate costs

 

(283,652

)

(245,701

)

(1,167,799

)

(835,630

)

Gains (losses) on sales of investment properties

 

8,136

 

(1,116,011

)

16,559

 

(1,134,687

)

Noncontrolling interests in depreciation of Consolidated Properties

 

3,764

 

815

 

9,339

 

4,511

 

Provision for impairment excluded from FFO

 

(63,421

)

 

(63,421

)

(4,516

)

Provision for impairment excluded from FFO of discontinued operations

 

(4,045

)

(31,867

)

(4,045

)

(62,640

)

Redeemable noncontrolling interests

 

2,598

 

33,560

 

2,212

 

40,396

 

Depreciation and amortization of discontinued operations

 

(403

)

(14,299

)

(14,170

)

(60,085

)

Net loss attributable to common stockholders

 

$

(367,838

)

$

(1,142,918

)

$

(313,172

)

$

(1,439,974

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Equity in Unconsolidated Properties:

 

 

 

 

 

 

 

 

 

NOI

 

$

100,477

 

$

93,465

 

$

368,848

 

$

367,087

 

Net property management fees and costs

 

(5,121

)

(4,727

)

(17,609

)

(16,645

)

Net interest expense

 

(37,604

)

(36,003

)

(149,774

)

(147,012

)

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

 

(4,223

)

(9,028

)

(10,917

)

(14,163

)

FFO of discontinued Unconsolidated Properties

 

(773

)

(1,700

)

(1,203

)

41,612

 

FFO of Unconsolidated Properties

 

52,756

 

42,007

 

189,345

 

230,879

 

Depreciation and amortization of capitalized real estate costs

 

(50,562

)

(43,113

)

(196,344

)

(158,017

)

Provision for impairment excluded from FFO

 

 

 

 

 

Provision for impairment excluded from FFO of discontinued operations

 

 

(31,856

)

 

(31,856

)

Other, including gain on sales of investment properties

 

3,238

 

268

 

9,897

 

(19,653

)

Equity in income (loss) of Unconsolidated Real Estate Affiliates

 

$

5,432

 

$

(32,694

)

$

2,898

 

$

21,353

 

 

10