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8-K - 8-K - Rouse Properties, LLCa8-k.htm
EX-99.2 - EX-99.2 - Q2 2012 SUPPLEMENTAL - Rouse Properties, LLCsupplemental.htm

        
Rouse Properties Reports Second Quarter 2012 Results
- Signed 551,000 Square Feet of Leases -
- Tenant Sales Per Square Foot Rise 5% -
- Leased Percentage Improves 90 Basis Points -
- Same Suite Leasing Spreads Increase 6.1% -

New York, NY, August 13, 2012 - Rouse Properties, Inc. (the “Company”) (“Rouse”, NYSE: RSE) a national owner of regional enclosed malls, today announced results for the three and six months ended June 30, 2012. The Company's results for the six months ended June 30, 2012 represent consolidated and combined results from January 1, 2012 through June 30, 2012.
“We are pleased with our accomplishments in the second quarter,” commented Andrew Silberfein, President and Chief Executive Officer of Rouse Properties.  “The 551,000 square feet leased during the quarter contributed to a 90 basis point improvement in the portfolio's leased percentage from the first quarter 2012.  We are in the beginning stages of significantly increasing our occupancy levels and sales per square foot as we implement our strategic initiatives and focused capital investments across our portfolio."

Operational Highlights Second Quarter 2012
Comparable tenant sales increased $14 per square foot, or 5.0%, on a trailing 12-month basis.
Leased percentage was 88.4% at quarter end, an increase of 90 basis points compared to March 31, 2012.
Total average rental rate for new and renewal leases executed increased 6.1% and initial rental rate for new and renewal leases executed increased 2.4% on a same suite rental basis.
Leased 551,146 square feet, more than double the volume of leasing activity in the same period of prior year.

Financial Results for the Three Months Ended June 30, 2012
Core Funds From Operations (“Core FFO”) was $14.4 million, or $0.29 per diluted share, as compared to $19.5 million, or $0.54 per diluted share in the prior year period. Core FFO per share using a normalized share count was $0.29 per share as compared to $0.30 in the prior quarter and $0.39 per share in the prior year period. The decrease over the prior year is primarily a result of the inclusion of actual costs associated with general and administrative costs whereas the 2011 results included an allocation from General Growth Properties, the Company's parent company prior to the spin off on January 12, 2012.
Core Net Operating Income (“Core NOI”) was $36.9 million as compared to $36.8 million in the prior quarter and $37.6 million in the prior year period.
Net loss was $(15.9) million, or $(0.32) per diluted share, as compared to a net loss of $(6.6) million, or $(0.18) per diluted share in the prior year period. Net loss per share based on a normalized share count was $(0.32) per share as compared $(0.13) per share in the prior year period. The increase in net loss was primarily the result of an increase in actual costs associated with general and administrative costs and other costs incurred during the second quarter 2012. In addition, interest expense increased as a result of additional debt on the portfolio compared to prior year, and the amortization of deferred financing costs.        
Financing
During the quarter the Company reduced the outstanding Term Loan by approximately $110 million, resulting in a reduction in recourse debt by approximately 25%, by completing the following transactions:
Placed a new $48.5 million non-recourse first mortgage loan, secured by the Pierre Bossier Mall. The loan bears interest at a fixed rate of 4.94% and has a term of ten years. Net proceeds to Rouse after the term loan reduction and closing costs was approximately $9.9 million.

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Closed on a new $78.8 million non-recourse first mortgage loan, secured by the Southland Center Mall. The loan bears interest at a fixed rate of 5.09% and has a term of ten years. Net proceeds to Rouse after the term loan reduction and closing costs was approximately $8.2 million.
Subsequent Events
Subsequent to the end of the second quarter, the Company acquired a 59,100 square foot anchor at Pierre Bossier Mall in Bossier City, Louisiana for $6.35 million, which is leased to Virginia College for a 15 year term.
In addition, the Company entered into a contract to purchase The Mall at Turtle Creek in Jonesboro, Arkansas for approximately $96.0 million, inclusive of the assumption of an existing $79.5 million mortgage. This 675,000 square foot market dominant mall is anchored by Dillard's, JCPenney and Target and is the only mall within a 75 mile radius. The acquisition is expected to occur later this year, pending completion of due diligence and performance of customary seller closing conditions.
Common Share Dividend
The Board of Directors declared a common stock dividend of $0.07 per share payable on October 29, 2012 to stockholders of record on October 15, 2012. It is the Company's objective to grow the dividend over time and the Board will continue to evaluate the dividend policy as the Company's repositioning plan takes effect.

2012 Guidance
As of the date of this release, the Company expects diluted net (loss) per share to be in the range of $(1.48) to $(1.37) for the year ending December 31, 2012, and expects diluted Core FFO per share to be in the range of $1.12 to $1.23 per normalized share for the year ending December 31, 2012. No additional property acquisitions, dispositions, or additional capital raises are included in the guidance, except those previously completed during the six months ended June 30, 2012.
A reconciliation of the range of estimated diluted net (loss) per share to estimated Core FFO per share for 2012 follows:
 
 
For the year ended
 
 
December 31, 2012
 
 
 Low
 
High
Expected net (loss) per share - basic and diluted (1)
 
$
(1.48
)
 
$
(1.37
)
Adjust to normalized common shares (2)
 
0.10

 
0.10

Expected net (loss) per share - normalized
 
(1.38
)
 
(1.27
)
Add: Depreciation and amortization
 
1.41

 
1.41

Expected Funds From Operations per share - normalized
 
0.03

 
0.14

Other core Funds From Operations adjustments (3)
 
1.09

 
1.09

Core Funds From Operations - normalized
 
$
1.12

 
$
1.23

(1) Assumes annualized weighted average common shares outstanding - basic and diluted of 46,146,895
(2) Assumes all of the common shares were issued January 1, 2012. Calculated using 49,584,189 shares
(3) Refer to the Supplemental Information package for additional details on the nature of the adjustments to reconcile to FFO and Core FFO. 2012 Guidance includes Straight-line rent and above / below market lease amortization of $17.5 million, Non recurring costs related to the spin-off from GGP and property acquisition costs of $7.6 million, Mark-to-market adjustments on debt of $10.5 million, Write-off of market rate debt adjustments of $9.0 million, Amortization of deferred financing costs of $7.2 million, Debt extinguishment costs of $1.8 million and Provision for income taxes of $0.5 million.

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The outlook is a forward-looking statement and is subject to the risks and other factors described elsewhere in the release.
Supplemental Information
The Company released an informational supplemental packet, available at www.rouseproperties.com under the Investors section, with additional detail, including a description of non-GAAP financial measures and reconciliation to GAAP measures.
Investor Conference Webcast and Conference Call
The Company will host a webcast and conference call at 9:00 a.m. eastern time on August 14, 2012, to discuss second quarter 2012 results. The number to call is 877-407-3982 (domestic) and 1-201-493-6780 (international). The live webcast will be available at www.rouseproperties.com under the Investors section. A replay of the conference call will be available through August 30, 2012, by dialing 877-870-5176 (domestic) and 1-858-384-5517 (international) and entering the passcode 398472.
Forward Looking Statement
Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These forward-looking statements may include statements related to the Company's ability to outperform the ongoing recovery of the Retail and REIT industry and the markets in which the Company's mall properties are located, the Company's ability to generate internal and external growth, the Company's ability to identify and complete the acquisition of properties in new markets, the Company's ability to complete redevelopment projects, the Company's ability to increase margins, including Net Operating Income and the Company's operating expectations for the full 2012 calendar year. For a description of factors that may cause the Company's actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and other documents filed by the Company with the Securities and Exchange Commission.
Non GAAP Financial Measures
The Company makes reference to net operating income (“NOI”) and funds from operations (“FFO”).  NOI is defined as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (real estate taxes, repairs and maintenance, marketing, other property operating costs, and provision for doubtful accounts). We use FFO, as defined by the National Association of Real Estate Investment Trusts, as a supplemental measure of our operating performance. 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. 
In order to present operations in a manner most relevant to its future operations, Core FFO and Core NOI have been presented to exclude certain non-cash and non-recurring revenue and expenses. A reconciliation of NOI to Core NOI and FFO to Core FFO has been included in the "Reconciliation of Core NOI and Core FFO" schedule attached to this release.
NOI, FFO and derivations thereof, are not alternatives to GAAP operating income (loss) or net income (loss) available to common stockholders.  For reference, as an aid in understanding management's computation of NOI and FFO, a reconciliation of NOI to operating income and FFO to net income (loss) in accordance with GAAP has been included in the "Reconciliation of Non-GAAP to GAAP Financial Measures" schedule attached to this release.    
About Rouse
Rouse is a publicly traded real estate investment trust headquartered in New York City and founded on a legacy of

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innovation and creativity. Among the country's largest publicly traded regional mall owners, the Company's geographically diverse portfolio spans the United States from coast to coast, and includes 31 malls in 19 states encompassing approximately 22 million square feet of space. For more information, visit www.rouseproperties.com.



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Consolidated and Combined Statements of Operations and Comprehensive Loss    


Three Months Ended

Six Months Ended
(In thousands, except per share amounts)
June 30, 2012 (Unaudited)
 
June 30, 2011 (Unaudited)
 
June 30, 2012 (Unaudited)
 
June 30, 2011 (Unaudited)
 
 
 
 
 
 
 
 
Revenues:
 


 







Minimum rents
$
38,072


$
36,554


$
75,284


$
74,956

Tenant recoveries
16,915


17,842


33,511


35,938

Overage rents
659


461


2,104


1,762

Other
1,303


1,398


2,458


2,698

Total revenues
56,949


56,255


113,357


115,354

Expenses:
 


 


 


 

Real estate taxes
5,575


6,089


11,565


12,114

Property maintenance costs
3,351


3,075


6,792


6,960

Marketing
660


808


1,121


1,574

Other property operating costs
14,992


13,555


29,391


27,591

Provision for doubtful accounts
451


302


714


512

General and administrative
5,240


3,197


10,384


5,726

Depreciation and amortization
16,773


19,518


35,047


38,486

Other
1,983


(606
)

6,442


(78
)
Total expenses
49,025


45,938


101,456


92,885

Operating income
7,924


10,317


11,901


22,469













Interest income
8


7


9


8

Interest expense
(23,699
)

(16,782
)

(53,688
)

(35,322
)
Loss before income taxes
(15,767
)

(6,458
)

(41,778
)

(12,845
)
Provision for income taxes
(173
)

(140
)

(239
)

(288
)
Net loss
$
(15,940
)

$
(6,598
)

$
(42,017
)

$
(13,133
)












Net loss per share - Basic and Diluted (1)
$
(0.32
)

$
(0.18
)

$
(0.98
)

$
(0.37
)
 
 
 
 
 
 
 
 
Dividends declared per share
$
0.07

 
$

 
$
0.07

 
$













Comprehensive loss:
 


 


 


 

Net loss
$
(15,940
)

$
(6,598
)

$
(42,017
)

$
(13,133
)
Other comprehensive gain (loss):
 


 


 


 

Net unrealized gain (loss) on financial instrument
65




(65
)


Comprehensive loss
$
(15,875
)

$
(6,598
)

$
(42,082
)

$
(13,133
)

(1) Calculated using weighted average number of shares of 49,242,014 and 35,906,105 for the three months ended June 30, 2012 and 2011 and 43,013,900 and 35,906,105 for the six months ended June 30, 2012 and 2011, respectively.


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Consolidated and Combined Balance Sheets

(In thousands)

June 30, 2012 (Unaudited)

December 31, 2011
 




Assets:

 


 

Investment in real estate:

 


 

Land

$
315,779


$
299,941

Buildings and equipment

1,212,035


1,162,541

Less accumulated depreciation

(91,463
)

(72,620
)
Net investment in real estate

1,436,351


1,389,862

Cash and cash equivalents

163,299


204

Short term investment

29,989



Accounts receivable, net

20,216


17,561

Deferred expenses, net

40,396


35,549

Prepaid expenses and other assets

147,333


140,348

Total assets

$
1,837,584


$
1,583,524








Liabilities:

 


 

Mortgages, notes and loans payable

$
1,185,995


$
1,059,684

Accounts payable and accrued expenses

86,470


97,512

Total liabilities

1,272,465


1,157,196








Commitments and contingencies











Equity:

 


 

Common stock (1)

493



Class B common stock (2)

4



Additional paid-in capital

594,314



GGP Equity



426,328

Accumulated deficit

(29,738
)


Accumulated other comprehensive loss

(65
)


Total stockholders' equity

565,008


426,328

Noncontrolling interest

111



Total equity

565,119


426,328

Total liabilities and equity

$
1,837,584


$
1,583,524


(1) Common stock: $0.01 par value; 500,000,000 shares authorized, 49,225,133 and 0 shares issued and outstanding, respectively
(2) Class B common stock: $0.01 par value; 1,000,000 shares authorized, 359,056 and 0 shares issued and outstanding, respectively.



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Reconciliation of Core NOI and Core FFO - For The Three Month Period Ended



June 30, 2012

June 30, 2011
(In thousands)

(Unaudited)

(Unaudited)


GAAP (7)

Core Adjustments

Core NOI / FFO

GAAP (7)

Core Adjustments

Core NOI / FFO
 












Revenues:












Minimum rents (1)

$
38,072


$
4,917


$
42,989


$
36,554


$
5,120


$
41,674

Tenant recoveries

16,915




16,915


17,842




17,842

Overage rents

659




659


461




461

Other

1,303




1,303


1,398




1,398

Total revenues

56,949


4,917


61,866


56,255


5,120


61,375

Operating expenses:












Real estate taxes

5,575




5,575


6,089




6,089

Property maintenance costs

3,351




3,351


3,075




3,075

Marketing

660




660


808




808

Other property operating costs (2)

14,992


(31
)

14,961


13,555


(31
)

13,524

Provision for doubtful accounts

451




451


302




302

Total operating expenses

25,029


(31
)

24,998


23,829


(31
)

23,798

 












Net operating income

31,920


4,948


36,868


32,426


5,151


37,577

 












General and administrative (3)

5,240




5,240


3,197




3,197

Other (4)

1,983


(1,983
)



(606
)

606



Subtotal

24,697


6,931


31,628


29,835


4,545


34,380

 












Interest income

8




8


7




7

Interest expense












     Mark-to-market adjustments on debt

(2,661
)

2,661




(1,871
)

1,871



     Write-off of market rate debt adjustments







1,603


(1,603
)


     Amortization of deferred financing costs

(2,020
)

2,020









  Write-off of deferred financing costs
 
(1,780
)
 
1,780

 

 

 

 

     Debt extinguishment costs
 

 

 

 
(1,582
)
 
1,582

 

Interest on existing debt

(17,238
)



(17,238
)

(14,932
)



(14,932
)
Provision for income taxes

(173
)

173




(140
)

140



Funds from operations

$
833


$
13,565


$
14,398


$
12,920


$
6,535


$
19,455

Funds from operations per share - basic and diluted (5)





$
0.29






$
0.54

Funds from operations per share - normalized (6)





$
0.29






$
0.39


(1) Core adjustments include amounts for straight-line rent of $(1,657) and $(1,683) and above / below market lease amortization of $6,574 and $6,803 for the three months ended June 30, 2012 and 2011.
(2) Core adjustments include above / below market ground lease amortization of $31 thousand for the three months ended June 30, 2012 and 2011.
(3) General and administrative costs include $243 of non-cash stock compensation expense.
(4) Core adjustments include non-recurring costs related to the spin-off from General Growth Properties and property acquisition costs
(5) Calculated using weighted average number of shares of 49,242,014 and 35,906,105 for the three months ended June 30, 2012 and 2011.
(6) Assumes all of the common shares were issued April 1, 2012. Calculated using 49,584,189 common shares.
(7) Based on generally accepted accounting principles in the United States of America.


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Reconciliation of Core NOI and Core FFO - For The Six Month Period Ended

 

June 30, 2012

June 30, 2011
(In thousands)

(Unaudited)

(Unaudited)
 

GAAP (7)

Core Adjustments

Core NOI / FFO

GAAP (7)

Core Adjustments

Core NOI / FFO
 












Revenues:












Minimum rents (1)

$
75,284


$
9,853


$
85,137


$
74,956


$
8,886


$
83,842

Tenant recoveries

33,511




33,511


35,938




35,938

Overage rents

2,104




2,104


1,762




1,762

Other

2,458




2,458


2,698




2,698

Total revenues

113,357


9,853


123,210


115,354


8,886


124,240

Operating expenses:












Real estate taxes

11,565




11,565


12,114




12,114

Property maintenance costs

6,792




6,792


6,960




6,960

Marketing

1,121




1,121


1,574




1,574

Other property operating costs (2)

29,391


(62
)

29,329


27,591


(62
)

27,529

Provision for doubtful accounts

714




714


512




512

Total operating expenses

49,583


(62
)

49,521


48,751


(62
)

48,689

 












Net operating income

63,774


9,915


73,689


66,603


8,948


75,551

 












General and administrative (3)

10,384




10,384


5,726




5,726

Other (4)

6,442


(6,442
)



(78
)

78



Subtotal

46,948


16,357


63,305


60,955


8,870


69,825

 












Interest income

9




9


8




8

Interest expense












     Mark-to-market adjustments on debt

(5,385
)

5,385




(3,670
)

3,670



     Write-off of market rate debt adjustments

(8,957
)

8,957




1,489


(1,489
)


     Amortization of deferred financing costs

(3,688
)

3,688









  Write-off of deferred financing costs
 
(1,780
)
 
1,780

 

 

 

 

     Debt extinguishment costs
 

 

 

 
(1,475
)
 
1,475

 

Interest on existing debt

(33,878
)



(33,878
)

(31,666
)



(31,666
)
Provision for income taxes

(239
)

239




(288
)

288



Funds from operations

$
(6,970
)

$
36,406


$
29,436


$
25,353


$
12,814


$
38,167

Funds from operations per share - basic and diluted (5)





$
0.68






$
1.06

Funds from operations per share - normalized  (6)





$
0.59






$
0.77


(1) Core adjustments include amounts for straight-line rent of $(3,156) and $(3,764) and above / below market lease amortization of $13,009 and $12,650 for the six months ended June 30, 2012 and 2011.
(2) Core adjustments include above / below market ground lease amortization of $62 for the six months ended June 30, 2012 and 2011.
(3) General and administrative costs include $1,015 of non-cash stock compensation expense and $352 of corporate allocation from GGP.
(4) Core adjustments include non-recurring costs related to the spin-off from General Growth Properties and property acquisition costs
(5) Calculated using weighted average number of shares of 43,013,900 and 35,906,105 for the six months ended June 30, 2012 and 2011.
(6) Assumes all of the common shares were issued January 1, 2012. Calculated using 49,584,189 common shares.
(7) Based on generally accepted accounting principles in the United States of America.



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Reconciliation of Non-GAAP to GAAP Financial Measures


Three Months Ended

Six Months Ended
(In thousands)
June 30, 2012 (Unaudited)

June 30, 2011 (Unaudited)

June 30, 2012 (Unaudited)

June 30, 2011 (Unaudited)








Reconciliation of NOI to GAAP Operating Income







NOI:
$
31,920


$
32,426


$
63,774


$
66,603

General and administrative
(5,240
)

(3,197
)

(10,384
)

(5,726
)
Other
(1,983
)

606


(6,442
)

78

Depreciation and amortization
(16,773
)

(19,518
)

(35,047
)

(38,486
)
Operating income
$
7,924


$
10,317


$
11,901


$
22,469









Reconciliation of FFO to GAAP Net Loss Attributable to Common Stockholders







FFO:
$
833


$
12,920


$
(6,970
)

$
25,353

Depreciation and amortization
(16,773
)

(19,518
)

(35,047
)

(38,486
)
Net loss attributable to common stockholders
$
(15,940
)

$
(6,598
)

$
(42,017
)

$
(13,133
)








Weighted average numbers of shares outstanding
49,242,014


35,906,105


43,013,900


35,906,105

Per Share
$
(0.32
)

$
(0.18
)

$
(0.98
)

$
(0.37
)








Weighted average numbers of shares outstanding (normalized) (1)
49,584,189


49,584,189


49,584,189


49,584,189

Per Share (normalized)
$
(0.32
)

$
(0.13
)

$
(0.85
)

$
(0.26
)

(1) Assumes all of the common shares were issued on April 1 for the three months ended June 30, 2012 and 2011 and on January 1 for the six months ended
June 30, 2012 and 2011. Calculated using 49,584,189 shares common shares.



Source: Rouse Properties, Inc.
Rouse Properties, Inc.
Investor Relations, 212-608-5108
IR@rouseproperties.com


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