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8-K - 8-K - Brookfield Property REIT Inc.a11-10821_18k.htm
EX-99.2 - EX-99.2 - Brookfield Property REIT Inc.a11-10821_1ex99d2.htm

Exhibit 99.1

 

NEWS RELEASE

GRAPHIC

 

 

FOR IMMEDIATE RELEASE

 

 

 

GENERAL GROWTH PROPERTIES, INC. REPORTS

FIRST QUARTER FINANCIAL RESULTS

AND COMMON SHARE DIVIDEND FOR THE SECOND QUARTER

 

 

Chicago, Illinois, April 26, 2011 -- General Growth Properties, Inc. (NYSE: GGP) (“GGP” or the “Company”) today announced its financial results for the three months ended March 31, 2011 and its second quarter common share dividend.

 

“With our strong liquidity, our focus now turns to strengthening our portfolio of assets.  We own strong, high-performing assets in major markets and highly-desirable areas from coast to coast.  We have begun to create customized business plans for each of these malls, with the ultimate goal of maximizing each property and its demographics to its highest potential,” said Sandeep Mathrani, chief executive officer of GGP.

 

GAAP OPERATING RESULTS AND EARNINGS PER SHARE (“EPS”)

 

 

 

 

 

Three Months Ended March 31

[ $THOUSANDS EXCEPT PER SHARE ]

2011

2010

TOTAL REVENUES

$689,831

$701,760

OPERATING INCOME

$174,255

$260,010

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

$5,662

$51,656

TOTAL BASIC AND DILUTED EPS

--

$0.16

 

GGP’s emergence resulted in the application of the acquisition method of accounting as of November 9, 2010.   The Company has made available on its website its quarterly package of supplemental financial and operational information (the “Supplemental”) which provides additional details.

 

 

CORE NOI, CORE EBITDA, CORE FFO AND FFO(1)

The following discussion is at share; refer to the Supplemental for details.

 

 

Three Months Ended March 31

[ $THOUSANDS EXCEPT PER SHARE ]

2011

2010

CORE NOI

$550,789

$540,907

CORE EBITDA

$499,982

$507,972

CORE FFO

$220,947

$216,278

FFO

$306,079

$248,164

CORE FFO PER SHARE

$0.22

$0.67

FFO PER SHARE

$0.30

$0.76

 

(1)                 See definitions under NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS.

 

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 



 

 

GRAPHIC

QUARTERLY OPERATIONAL HIGHLIGHTS

·                  Comparable Tenant Sales on a trailing 12 month basis increased to $457 per square foot, an increase of 7.3% compared to the same period last year.

·                  Regional Mall Occupancy increased 40 basis points to 92.4% over the same period last year.

·                  Leasing volume was strong during the first quarter.  In the first quarter, GGP signed 2.2 million square feet of space.

 

QUARTERLY FINANCIAL HIGHLIGHTS

·                  Core FFO is up 2% compared to the same period last year primarily attributed to interest savings from lowered debt balances.

·                  CORE NOI was up $9.9 million due to decreased property operating costs and decreased provision for doubtful accounts, off-set by reduced lease termination income in the first quarter year over year.

·                  Property management and other costs were higher compared to the same period 2010 due to severance costs and rent at the Chicago Corporate office.

·                  A reduction in Warrant Liability expense of $76 million in quarter results from a mark-to-market adjustment.

 

CAPITAL TRANSACTIONS AND LIQUIDITY

·                  GGP recently announced the refinancing of seven shopping malls representing $1.7 billion of new mortgages ($1.4 billion is GGP’s share).  The seven new fixed-rate mortgages have a weighted average term of 10.3 years and generated cash proceeds in excess of in-place financing of approximately $400 million to GGP.  Since July 2010, GGP has closed in excess of $2.5 billion, of new mortgage financing.

·                  On February 25, 2011, GGP announced an amendment to its existing $300 million three-year senior secured revolving credit facility (the “Revolver”).   The amendment increased the Revolver commitment amount up to approximately $720 million and adds a provision that, subject to satisfaction of certain conditions, allows the Company to further increase the commitment amounts up to $1 billion.   In April, the Company further increased the capacity of its credit facility to $750 million.  Refinancings combined with cash-on-hand increases GGP’s liquidity position to more than $2 Billion.

·                  Also in the first quarter, GGP transferred four Special Consideration Properties to their respective lenders pursuant to agreements negotiated in conjunction with our secured property debt restructuring.

 

“Retailers are reporting increased sales as consumer confidence continues to return.  With diminishing opportunities for new retail space, malls provide great opportunities to expand retailer offerings through both traditional and non-traditional uses.  We see shopping malls playing a tremendous role in the growth of retail moving forward,” said Mathrani.

 

COMMON SHARE DIVIDEND

·                  GGP is declaring a common share dividend of $0.10 per share for the second quarter 2011 to shareholders of record as of July 15, 2011, payable on July 29, 2011.  GGP declared a common share dividend for the first quarter 2011 of $0.10 per share, payable on April 29, 2011, to shareholders of record on April 15, 2011.   GGP’s Dividend Reinvestment Plan (“DRIP”) provides eligible holders of GGP’s common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock.  GGP has received commitments from select major shareholders to participate in the DRIP (Brookfield Asset Management, Inc.; Pershing Square; and Blackstone), subject to regulatory and other requirements.  The GGP Board of Directors reviews the dividend on an ongoing basis, taking into account overall liquidity, investment opportunities and tax considerations as it relates to the amount of the dividend.

 

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 



 

 

GRAPHIC

1st QUARTER EARNINGS CALL

·                  Wednesday, April 27, 2011 at 8:30 a.m. Eastern time / 7:30 a.m. Central time with Chief Executive Officer Sandeep Mathrani and Chief Financial Officer Steve Douglas providing investors and analysts the opportunity to discuss the strategy of GGP and the recent earnings results.

ACCESSING THE CALL/WEBCAST:

 

WWW.GGP.COM (listen only)

On April 27, 2011, 10 minutes prior to the start time, visit http://investor.ggp.com/events.cfm to access this live audio event.

 

TELEPHONE (ask questions)

On April 27, 2011, 10 minutes prior to the start time, dial the appropriate number below:

·                  Participant Operator Assisted Toll-Free Dial-In Number: (877) 845-1018

·                  Participant Operator Assisted International Dial-In Number: (707) 287—9345

 

 

# # #

 

 

 

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 non-controlling 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 from both years 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

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is defined as net income (loss) attributable to common stockholders, adjusted to exclude interest expense net of interest income, Permanent Warrant expense, income tax provision (benefit), discontinued operations, allocations to non-controlling 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).  The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) attributable to common stockholders (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding 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.

 

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.

 

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 



 

 

GRAPHIC

 

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, 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.

 

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements.  Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, our ability to refinance, extend, restructure or repay our remaining debt (including that of our Unconsolidated Real Estate Affiliates) with maturities in the short to intermediate term, our ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, our liquidity demands and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this release.  The Company disclaims any obligation to update any forward-looking statements.

 

ABOUT GGP

GGP is one of the nation’s largest shopping center owners. GGP has ownership and management interest in 169 regional and super regional shopping malls in 43 states. The company portfolio totals 172 million square feet of space. A publicly-traded real estate investment trust (REIT), GGP is listed on the New York Stock Exchange under the symbol GGP.

 

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

 



 

GRAPHIC

 

Consolidated Statements of Income (1)

(In thousands, except per share)

 

 

 

Three Months Ended

 

 

 

March 31, 2011

 

March 31, 2010

 

 

 

Successor

 

Predecessor

 

Revenues:

 

 

 

 

 

Minimum rents

 

$

443,241

 

$

454,291

 

Tenant recoveries

 

202,209

 

201,621

 

Overage rents

 

11,965

 

9,468

 

Management fees and other corporate revenues

 

15,352

 

17,973

 

Other

 

17,064

 

18,407

 

Total revenues

 

689,831

 

701,760

 

Expenses:

 

 

 

 

 

Real estate taxes

 

$

66,029

 

$

66,205

 

Property maintenance costs

 

33,461

 

31,265

 

Marketing

 

7,208

 

6,767

 

Other property operating costs

 

110,214

 

113,404

 

Provision for doubtful accounts

 

149

 

5,784

 

Property management and other costs

 

47,912

 

34,296

 

General and administrative (2)

 

765

 

8,109

 

Provisions for impairment

 

 

11,057

 

Depreciation and amortization

 

249,838

 

164,863

 

Total expenses

 

515,576

 

441,750

 

Operating income

 

$

174,255

 

$

260,010

 

Interest income

 

681

 

570

 

Interest expense

 

(239,389

)

(329,221

)

Warrant adjustment

 

76,448

 

 

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

 

$

11,995

 

$

(68,641

)

Provision for income taxes

 

(3,189

)

(1,931

)

Equity in (loss) income of Unconsolidated Real Estate Affiliates

 

(2,933

)

32,259

 

Reorganization items

 

 

43,194

 

Income from continuing operations

 

5,873

 

4,881

 

Discontinued operations

 

1,162

 

50,912

 

Net income

 

7,035

 

55,793

 

Allocation to noncontrolling interests

 

(1,373

)

(4,137

)

Net income attributable to common stockholders

 

$

5,662

 

$

51,656

 

Basic and Diluted Earnings Per Share:

 

 

 

 

 

Continuing operations

 

$

 

$

 

Discontinued operations

 

 

0.16

 

Total basic and diluted earnings per share

 

$

 

$

0.16

 

 


(1) Successor and Predecessor amounts presented in accordance with GAAP.

(2) The three months ended March 31, 2011, includes bankruptcy related items, including a $12.3 million favorable resolution of previously accrued bankruptcy costs, other gains on settlements, legal fees and professional fees.

 



 

GRAPHIC

 

Consolidated Balance Sheets (1)

(In thousands)

 

 

 

March 31, 2011

 

December 31, 2010

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

4,692,077

 

$

4,722,674

 

Buildings and equipment

 

20,200,363

 

20,300,355

 

Less accumulated depreciation

 

(364,131

)

(129,794

)

Developments in progress

 

132,544

 

117,137

 

Net property and equipment

 

24,660,853

 

25,010,372

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

3,152,234

 

3,153,698

 

Net investment in real estate

 

27,813,087

 

28,164,070

 

Cash and cash equivalents

 

1,033,767

 

1,021,311

 

Accounts and notes receivable, net

 

132,125

 

114,099

 

Deferred expenses, net

 

172,391

 

175,669

 

Prepaid expenses and other assets

 

2,169,507

 

2,300,452

 

Assets held for disposition

 

373,254

 

591,778

 

Total Assets

 

$

31,694,131

 

$

32,367,379

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

17,760,712

 

$

17,841,757

 

Deferred tax liabilities

 

34,141

 

36,463

 

Tax indemnification liability

 

303,750

 

303,750

 

Accounts payable and accrued expenses

 

1,761,382

 

1,931,970

 

Trust preferred securities

 

206,200

 

206,200

 

Warrant liability

 

964,556

 

1,041,004

 

Liabilities on assets held for disposition

 

347,554

 

592,122

 

Total Liabilities

 

$

21,378,295

 

$

21,953,266

 

Redeemable noncontrolling interests:

 

 

 

 

 

Preferred

 

120,756

 

120,756

 

Common

 

106,662

 

111,608

 

Total Redeemable Noncontrolling Interests

 

$

227,418

 

$

232,364

 

Equity:

 

 

 

 

 

Total stockholders’ equity

 

9,991,009

 

10,079,102

 

Noncontrolling interests in consolidated real estate affiliates

 

97,409

 

102,647

 

Total Equity

 

10,088,418

 

10,181,749

 

Total Liabilities and Equity

 

$

31,694,131

 

$

32,367,379

 

 


(1) Presented in accordance with GAAP.

 



 

GRAPHIC

 

Reconciliation of Core NOI, Core EBITDA, and Core FFO, at share

(In thousands, except per share)

 

 

 

Three Months Ended

 

 

 

March 31, 2011

 

March 31, 2010

 

 

 

 

 

 

 

NOI

 

$

550,284

 

$

553,003

 

Core NOI adjustments:

 

 

 

 

 

Straight-line rent (1)

 

(34,532

)

(12,156

)

Above- and below-market tenant leases, net (1)

 

33,254

 

(1,506

)

Above- and below-market ground rent expense, net (1)

 

1,783

 

1,593

 

Other

 

 

(27

)

Total Core NOI adjustments

 

505

 

(12,096

)

Core NOI

 

$

550,789

 

$

540,907

 

 

 

 

 

 

 

EBITDA

 

$

508,982

 

$

552,880

 

Core NOI adjustments

 

505

 

(12,096

)

Above- and below-market building rent, net (1)

 

(518

)

 

Provisions for impairment

 

 

11,057

 

Reorganization items (2)

 

 

(43,194

)

Management and administrative costs, net

 

(8,987

)

(675

)

Total Core EBITDA adjustments

 

(9,000

)

(44,908

)

Core EBITDA

 

$

499,982

 

$

507,972

 

 

 

 

 

 

 

FFO

 

$

306,079

 

$

248,164

 

Core EBITDA adjustments

 

(9,000

)

(44,908

)

FFO from discontinued operations

 

(718

)

(64,620

)

Default interest

 

1,243

 

 

Interest expense relating to extinguished debt

 

430

 

64,302

 

Mark-to-market adjustments on debt

 

(3,922

)

11,700

 

Warrant adjustment

 

(76,448

)

 

Provision for income taxes

 

3,283

 

1,640

 

Total FFO adjustments

 

(85,132

)

(31,886

)

Core FFO

 

$

220,947

 

$

216,278

 

Core FFO per share - diluted

 

$

0.22

 

$

0.67

 

 


(1)          These items were impacted by the effects of acquisition accounting as of November 9, 2010.

(2)          Reorganization items reflect bankruptcy-related activity, including gains/losses on liabilities subject to compromise, interest income, U.S. Trustee fees, and other restructuring costs incurred during the Chapter 11 cases from April 16, 2009 to November 9, 2010.

 

 



 

GRAPHIC

 

Reconciliation of Non-GAAP to GAAP Financial Measures

(In thousands)

 

 

 

Three Months Ended

 

 

 

March 31, 2011

 

March 31, 2010

 

 

 

 

 

 

 

Reconciliation of NOI to GAAP Operating Income

 

 

 

 

 

NOI:

 

 

 

 

 

Segment basis

 

$

550,284

 

$

553,003

 

Unconsolidated Properties

 

(95,797

)

(96,496

)

Consolidated Properties

 

454,487

 

456,507

 

Management fees and other corporate revenues

 

15,352

 

17,973

 

Property management and other costs

 

(47,912

)

(34,296

)

General and administrative

 

(765

)

(8,109

)

Provisions for impairment

 

 

(11,057

)

Depreciation and amortization

 

(249,838

)

(164,863

)

Noncontrolling interest in NOI of Consolidated Properties and other

 

2,931

 

3,855

 

Operating income

 

$

174,255

 

$

260,010

 

 

 

 

 

 

 

Reconciliation of EBITDA to GAAP Net Income Attributable to Common Stockholders

 

 

 

 

 

EBITDA:

 

 

 

 

 

Segment basis

 

$

508,982

 

$

552,880

 

Unconsolidated Properties

 

(90,156

)

(91,004

)

Consolidated Properties

 

418,826

 

461,876

 

Preferred unit distributions

 

2,336

 

2,336

 

Depreciation and amortization

 

(249,838

)

(164,863

)

Noncontrolling interest in NOI of Consolidated Properties and other

 

2,931

 

3,855

 

Interest income

 

681

 

570

 

Interest expense

 

(239,389

)

(329,221

)

Warrant adjustment

 

76,448

 

 

Provision for income taxes

 

(3,189

)

(1,931

)

Equity in (loss) income of Unconsolidated Real Estate Affiliates

 

(2,933

)

32,259

 

Discontinued operations

 

1,162

 

50,912

 

Allocation to noncontrolling interests

 

(1,373

)

(4,137

)

Net income attributable to common stockholders

 

$

5,662

 

$

51,656

 

 

 

 

 

 

 

Reconciliation of FFO to GAAP Net Income Attributable to Common Stockholders

 

 

 

 

 

FFO:

 

 

 

 

 

Segment basis

 

$

306,079

 

$

248,164

 

Unconsolidated Properties

 

 

 

Consolidated Properties

 

306,079

 

248,164

 

Depreciation and amortization of capitalized real estate costs

 

(301,929

)

(198,227

)

Gain on sales of investment properties

 

3,414

 

16,120

 

Noncontrolling interests in depreciation of Consolidated Properties and other

 

2,386

 

1,120

 

Redeemable noncontrolling interests

 

(32

)

(1,188

)

Depreciation and amortization of discontinued operations

 

(4,256

)

(14,333

)

Net income attributable to common stockholders

 

$

5,662

 

$

51,656

 

 

 

 

 

 

 

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

 

 

 

 

 

Equity in Unconsolidated Properties:

 

 

 

 

 

NOI

 

$

95,797

 

$

96,496

 

Net property management fees and costs

 

(4,422

)

(5,129

)

Net interest expense

 

(39,011

)

(37,967

)

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

 

(1,291

)

(52

)

FFO of discontinued Unconsolidated Properties

 

(3,025

)

2,739

 

FFO of Unconsolidated Properties

 

48,048

 

56,087

 

Depreciation and amortization of capitalized real estate costs

 

(54,251

)

(37,858

)

Other, including gain on sales of investment properties

 

3,270

 

14,030

 

Equity in (loss) income of Unconsolidated Real Estate Affiliates

 

$

(2,933

)

$

32,259