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8-K - 8-K - Brookfield Property REIT Inc.form8k6302017.htm
EX-99.2 - EXHIBIT 99.2 - Brookfield Property REIT Inc.exhibit992ggp630178k.htm
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GGP REPORTS SECOND QUARTER 2017 RESULTS
AND DECLARES THIRD QUARTER DIVIDEND


Chicago, Illinois, August 2, 2017 - GGP Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three and six months ended June 30, 2017.
    
GAAP Operating Results
For the three months ended June 30, 2017, net income attributable to GGP was $126 million, or $0.13 per diluted share, as compared to $186 million, or $0.19 per diluted share, in the prior year period. For the six months ended June 30, 2017, net income attributable to GGP was $233 million, or $0.24 per diluted share, as compared to $378 million, or $0.39 per diluted share, in the prior year period.
Net income attributable to GGP decreased 32.3% from the prior year period primarily due to 2016 gains related to the sale of interests in two properties.
The Company declared a third quarter common stock dividend of $0.22 per share, an increase of 10% over the third quarter of 2016.

Company Operating Results
Company Same Store Net Operating Income (“Company Same Store NOI”) increased approximately 0.7% and 1.6% from the prior year period for the three and six months ended June 30, 2017, respectively.
For the three months ended June 30, 2017, Company Net Operating Income (“Company NOI”) as adjusted was $551 million as compared to $544 million in the prior year period, an increase of 1.3%. For the six months ended June 30, 2017, Company NOI as adjusted was $1.11 billion as compared to $1.09 billion, an increase of 2.2%.1
For the three months ended June 30, 2017, Company Earnings Before Interest, Taxes, Depreciation and Amortization (“Company EBITDA”) as adjusted was $507 million as compared to $502 million in the prior year period, an increase of 1.1%. For the six months ended June 30, 2017, Company EBITDA as adjusted was $1.03 billion as compared to $1.01 billion, an increase of 2.5%.1 
For the three months ended June 30, 2017, Company Funds From Operations (“Company FFO”) was $335 million, or $0.35 per diluted share, as compared to $340 million, or $0.35 per diluted share, in the prior year period. For the six months ended June 30, 2017, Company FFO was $681 million, or $0.71 per diluted share, as compared to $723 million, or $0.75 per diluted share, in the prior year period.
Same Store leased percentage was 95.7% at quarter end.
Initial NOI weighted rental rates for signed leases that have commenced in the trailing twelve months on a suite-to-suite basis increased 13.4% when compared to the rental rate for expiring leases.
For the trailing twelve months, NOI weighted tenant sales per square foot (<10K sf) were $705 an increase of 1.7% over the prior year.
Tenant sales (all less anchors) increased 0.8% on a trailing 12-month basis, excluding apparel the increase is 3.1%.





1.
See Supplemental Information page 4 for items included as adjustments.

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Investment Activities
Development
The Company’s development and redevelopment activities total $1.5 billion, of which approximately $1.3 billion is under construction and $0.2 billion is in the pipeline.
Acquisitions
In the second quarter, the Company acquired its joint venture partner’s interest in Neshaminy Mall in Bensalem, Pennsylvania, and the Younkers anchor box at Jordan Creek Town Center in West Des Moines, Iowa.

The Company received an additional 7.3% of its joint venture partner's membership interests in Miami Design District for two promissory notes totaling $98 million, resulting in a total ownership of 22.3%.

The Company received a 10% joint venture membership interest in 522 Fifth Avenue for a $9.0 million promissory note.

Subsequent to quarter end, the Company closed on two transactions with Seritage Growth Properties for gross consideration of $247.6 million. Pursuant to the transactions, the Company (i) acquired the remaining 50% interest in eight of the 12 assets in the existing joint venture between the two companies for $190.1 million; and (ii) acquired a 50% joint venture interest in five additional assets for $57.5 million.

Dispositions
The Company sold Red Cliffs Mall in St. George, Utah, for approximately $39.1 million.
The Company completed its disposition of Lakeside Mall.

Financing Activities
Subsequent to quarter end, the Company obtained $325 million of new fixed rate debt with term to maturity of 10.0 years and an interest rate of 3.98%.

Subsequent to quarter end, the Company received a $20 million payment on a promissory note from its joint venture partner.

Dividends
On August 2, 2017, the Company’s Board of Directors declared a third quarter common stock dividend of $0.22 per share payable on October 31, 2017, to stockholders of record on October 13, 2017. This represents an increase of $0.02 per share or 10% growth over the dividend declared for the third quarter of 2016.

The Board of Directors also declared a quarterly dividend on the 6.375% Series A Cumulative Redeemable Preferred Stock of $0.3984 per share payable on October 2, 2017, to stockholders of record on September 15, 2017.







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Guidance

 
For the year ending
For the three months ending
Earnings Guidance
December 31, 2017
September 30, 2017
 
 
 
Net income attributable to GGP
$0.58-$0.62

$0.11-$0.13

Preferred stock dividends
(0.02
)
(0.01
)
Net income attributable to common stockholders
$0.56-$0.60

$0.10-$0.12

Loss (gain) from changes in control and other
0.02

-

Depreciation, including share of joint ventures
1.01

0.25

NAREIT FFO
$1.59-$1.63

$0.35-$0.37

Adjustments1
(0.03
)
0.01

Company FFO per diluted share
$1.56-$1.60

$0.36-$0.38



1.
Includes impact of straight-line rent, above/below market rent, gain/loss on foreign currency and the related provision for income taxes, and other items. For discussion on the purpose and use of these adjustments please see Non-GAAP Supplemental Financial Measures and Definitions.


The guidance estimate reflects management’s view of current and future market conditions, including assumptions with respect to Company Same Store NOI and Operating Income growth, rental rates, occupancy levels, retail sales, variable expenses, interest rates 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 future gains or losses, or the impact on operating results from future property acquisitions or dispositions or capital market 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 exclude 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 and in the Company’s annual and quarterly periodic reports filed with the Securities and Exchange Commission.


Investor Conference Call
On Wednesday, August 2, 2017, the Company will host a conference call at 8:00 a.m. Central (9:00 a.m. Eastern). 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 after the conference call event. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 44508800.

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.



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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 assumptions, 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, 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.

Investors and others should note that we post our current Investor Presentation on the Investors page of our website at www.ggp.com. From time to time, we update that Investor Presentation and when we do, it will be posted on the Investors page of our website at ggp.com. It is possible that the updates could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the Investors page of our website at www.investor.ggp.com from time to time.


GGP Inc.
GGP Inc. is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping high-quality retail properties throughout the United States. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.
Contact:                        
Kevin Berry                                
SVP Investor and Public Relations                            
(312) 960-5529                                
kevin.berry@ggp.com        


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Non-GAAP Supplemental Financial Measures and Definitions
Proportionate or At Share Basis
The following Non-GAAP supplemental financial measures are all presented on a proportionate basis. The proportionate financial information presents the consolidated and unconsolidated properties at the Company’s ownership percentage or “at share”. This form of presentation offers insights into the financial performance and condition of the Company as a whole, given the significance of the Company’s unconsolidated property operations that are owned through investments accounted for under GAAP using the equity method.

The proportionate financial information is not, and is not intended to be, a presentation in accordance with GAAP. The non-GAAP proportionate financial information reflects our proportionate economic ownership of each asset in our property portfolio that we do not wholly own. The amounts in the column labeled "Noncontrolling Interests" were derived on a property-by-property basis by including the share attributable to noncontrolling interests in each line item from each individual property. The Company does not have legal claim to the noncontrolling interest of assets, liabilities, revenue, and expenses. The amount of cash each noncontrolling interest receives is based on the specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions. The amounts in the column labeled "Unconsolidated Properties" were derived on a property-by-property basis by including our share of each line item from each individual entity. This provides visibility into our share of the operations of our joint ventures.

We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and varies depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on their respective legal ownership percentages.

We provide Non-GAAP proportionate financial information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company's reported results under GAAP. Other companies in our industry may calculate their proportionate interest differently than we do, limiting the usefulness as a comparative measure. Because of these limitations, the Non-GAAP proportionate financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.
Net Operating Income (“NOI”), Company NOI and Company Same Store NOI
The Company defines NOI as proportionate income from operations and after operating expenses have been deducted, but prior to deducting financing, property management, administrative and income tax expenses. NOI excludes management fees and other corporate revenue and reductions in ownership as a result of sales or other transactions. The Company considers NOI a helpful supplemental measure of its operating performance because it is a direct measure of the actual results of our properties. Because NOI excludes reductions in ownership as a result of sales or other transactions, management fees and other corporate revenue, general and administrative and property management 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, provision for income taxes, 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.




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The Company also considers Company NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI items such as straight-line rent, and amortization of intangibles resulting from acquisition accounting and other capital contribution or restructuring events. However, due to the exclusions noted, Company NOI should only be used as an alternative measure of the Company’s financial performance.
We present Company NOI, Company EBITDA and Company FFO (as defined below); as we believe certain investors and other users of our financial information use these measures of the Company’s historical operating performance.
Adjustments to NOI, EBITDA and FFO, including debt extinguishment costs, market rate adjustments on debt, straight-line rent, intangible asset and liability amortization, real estate tax stabilization, gains and losses on foreign currency and other items that are not a result of normal operations, assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at the properties or from other factors. In addition, the Company’s leases include step rents that increase over the term of the lease to compensate the Company for anticipated increases in market rentals over time. The Company’s leases do not include significant front loading or back loading of payments or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. Management has historically made these adjustments in evaluating our performance, in our annual budget process and for our compensation programs.
The Company defines Company Same Store NOI as Company NOI excluding periodic effects of full or partial acquisitions of properties and certain redevelopments (for the list of properties included in Company Same Store NOI see the Property Schedule in our Supplemental Information). We do not include an acquired property in our Company Same Store NOI until the operating results for that property have been included in our consolidated results for one full calendar year. Properties that we sell are excluded from Company NOI and Company Same Store NOI for all periods once the transaction has closed.
The Company considers Company Same Store NOI a helpful supplemental measure of its operating performance because it assists management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable properties or from other factors, such as the effect of acquisitions. For these reasons, we believe that Company Same Store NOI, when combined with GAAP operating income provides useful information to investors and management.
Other REITs may use different methodologies for calculating, NOI, Company NOI and Company Same Store NOI, and accordingly, the Company’s Company Same Store NOI may not be comparable to other REITs. As a result of the elimination of corporate-level costs and expenses and depreciation and amortization, the Company Same Store NOI we present does not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items, to the extent they are material, to operating decisions or assessments of our operating performance. Our consolidated GAAP statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.
Earnings Before Interest Expense, Income Tax, Depreciation, and Amortization ("EBITDA") and Company EBITDA
The Company defines EBITDA as NOI less certain property management and administrative expenses, net of management fees and other corporate revenues. EBITDA is a commonly used measure of performance in many industries, but may not be comparable to measures calculated by other companies. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other equity REITs, retail property owners who are not REITs and other capital-intensive companies. Management uses Company EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Same Store NOI (discussed below), it is widely used by management in the annual budget process and for compensation programs. Please see adjustments discussion above for the purpose and use of the adjustments included in Company EBITDA.





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EBITDA and Company EBITDA, as presented, may not be comparable to similar measures calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP.
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 its share of consolidated net income (loss) attributable to common shareholders and redeemable non-controlling common unit holders 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 the Company’s economic ownership interest, and all determined on a consistent basis in accordance with GAAP. As with the Company’s presentation of NOI, FFO has been reflected on a proportionate basis.
The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry. FFO facilitates an understanding of the operating performance of the Company’s properties between periods because it 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.
We calculate FFO in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO in accordance with NAREIT guidance. In addition, although FFO is a useful measure when comparing our results to other REITs, it may not be helpful to investors when comparing us to non-REITs. As with the presentation of Company NOI and Company EBITDA, we also consider Company FFO, which is not in accordance with NAREIT guidance and may not be comparable to measures calculated by other REITs, to be a helpful supplemental measure of our operating performance. Please see adjustments discussion above for the purpose and use of the adjustments included in Company FFO.
FFO and Company FFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity or indicative of funds available to fund our cash needs. In addition, Company FFO per diluted share does not measure, and should not be used as a measure of, amounts that accrue directly to stockholders’ benefit.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
The Company presents NOI, 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 the Company’s non-GAAP financial measures of NOI, Company NOI, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of GAAP operating income to Company NOI and Company Same Store NOI, a reconciliation of GAAP net income attributable to GGP to EBITDA and Company EBITDA, and a reconciliation of GAAP net income attributable to GGP to FFO and Company FFO. None of the Company’s non-GAAP 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 GGP and none are necessarily indicative of cash flow. In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s proportionate share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for by 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.







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GAAP FINANCIAL STATEMENTS

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Consolidated Balance Sheets
(In thousands)
 
June 30, 2017
 
December 31, 2016
 
 
 
 
Assets:
 
 
 
Investment in real estate:
 
 
 
Land
$
3,043,007

 
$
3,066,019

Buildings and equipment
16,144,950

 
16,091,582

Less accumulated depreciation
(2,930,511
)
 
(2,737,286
)
Construction in progress
273,008

 
251,616

Net property and equipment
16,530,454

 
16,671,931

Investment in and loans to/from Unconsolidated Real Estate Affiliates
3,866,518

 
3,868,993

Net investment in real estate
20,396,972

 
20,540,924

Cash and cash equivalents
227,626

 
474,757

Accounts receivable, net
301,515

 
322,196

Notes receivable, net
609,415

 
678,496

Deferred expenses, net
269,445

 
209,852

Prepaid expenses and other assets
472,473

 
506,521

Total assets
$
22,277,446

 
$
22,732,746

Liabilities:
 
 
 
Mortgages, notes and loans payable
12,496,119

 
12,430,418

Investment in Unconsolidated Real Estate Affiliates
25,863

 
39,506

Accounts payable and accrued expenses
591,023

 
655,362

Dividend payable
201,238

 
433,961

Deferred tax liabilities
3,664

 
3,843

Junior Subordinated Notes
206,200

 
206,200

Total liabilities
13,524,107

 
13,769,290

Redeemable noncontrolling interests:
 
 
 
Preferred
52,485

 
144,060

Common
197,294

 
118,667

Total redeemable noncontrolling interests
249,779

 
262,727

Equity:
 
 
 
Preferred stock
242,042

 
242,042

Stockholders' equity
8,184,043

 
8,393,722

Noncontrolling interests in consolidated real estate affiliates
34,175

 
33,583

Noncontrolling interests related to Long-Term Incentive Plan Common Units
43,300

 
31,382

Total equity
8,503,560

 
8,700,729

Total liabilities, redeemable noncontrolling interests and equity
$
22,277,446

 
$
22,732,746

 
 
 
 



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GAAP FINANCIAL STATEMENTS

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Consolidated Statements of Income
(In thousands, except per share)

 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Revenues:
 
 
 
 
 
 
 
Minimum rents
$
349,205

 
$
363,412

 
$
698,218

 
$
734,544

Tenant recoveries
161,926

 
169,763

 
324,982

 
342,211

Overage rents
3,280

 
4,375

 
9,217

 
12,519

Management fees and other corporate revenues
20,847

 
18,917

 
48,990

 
52,659

Other
20,538

 
18,119

 
40,722

 
39,685

Total revenues
555,796

 
574,586

 
1,122,129

 
1,181,618

Expenses:
 
 
 
 
 
 
 
Real estate taxes
59,042

 
57,309

 
116,536

 
115,412

Property maintenance costs
10,724

 
11,955

 
25,699

 
29,438

Marketing
1,296

 
2,738

 
3,441

 
4,792

Other property operating costs
69,590

 
71,601

 
138,893

 
141,995

Provision for doubtful accounts
3,166

 
1,710

 
6,617

 
5,111

Property management and other costs
39,025

 
38,282

 
80,139

 
69,027

Provision for loan loss

 

 

 
36,069

General and administrative
15,862

 
14,650

 
30,546

 
28,076

Provisions for impairment

 
4,058

 

 
44,763

Depreciation and amortization
174,298

 
156,248

 
344,596

 
316,919

Total expenses
373,003

 
358,551

 
746,467

 
791,602

Operating income
182,793

 
216,035

 
375,662

 
390,016

Interest and dividend income
17,452

 
13,335

 
35,388

 
29,393

Interest expense
(134,209
)
 
(148,366
)
 
(266,532
)
 
(296,043
)
(Loss) gain on foreign currency
(3,877
)
 
7,893

 
(694
)
 
16,829

(Loss) gain from changes in control of investment properties and other
(15,841
)
 
38,553

 
(15,841
)
 
113,108

Gain on extinguishment of debt
55,112

 

 
55,112

 
 
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests
101,430

 
127,450

 
183,095

 
253,303

(Provision for) benefit from income taxes
(3,844
)
 
2,242

 
(8,354
)
 
(679
)
Equity in income of Unconsolidated Real Estate Affiliates
30,732

 
34,618

 
63,946

 
92,108

Unconsolidated Real Estate Affiliates - gain on investment

 
25,591

 

 
40,506

Net Income
128,318

 
189,901

 
238,687

 
385,238

Allocation to noncontrolling interests
(2,455
)
 
(3,956
)
 
(5,665
)
 
(7,513
)
Net income attributable to GGP
125,863

 
185,945

 
233,022

 
377,725

Preferred stock dividends
(3,984
)
 
(3,983
)
 
(7,968
)
 
(7,967
)
Net income attributable to common stockholders
$
121,879

 
$
181,962

 
$
225,054

 
$
369,758

 
 
 

 
 
 
 
Basic Earnings Per Share:
$
0.14

 
$
0.21

 
$
0.25

 
$
0.42

Diluted Earnings Per Share:
$
0.13

 
$
0.19

 
$
0.24

 
$
0.39


9

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION

Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share)

ggptagline140y75.jpg

 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
 
 
June 30, 2017
June 30, 2016
 
June 30, 2017
June 30, 2016
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP Operating Income to Company Same Store NOI
 
 
 
 
 
 
Operating Income
 
$
182,793

$
216,035

 
$
375,662

$
390,016

Loss (gain) on sales of investment properties
 
83

1

 
(1,129
)

Depreciation and amortization
 
174,298

156,248

 
344,596

316,919

Provision for loan loss
 


 

36,069

Provision for impairment
 

4,058

 

44,763

General and administrative
 
15,862

14,649

 
30,546

28,076

Property management and other costs
 
39,025

38,282

 
80,139

69,027

Management fees and other corporate revenues
 
(20,847
)
(18,917
)
 
(48,990
)
(52,659
)
 
Consolidated Properties
 
391,214

410,356

 
780,824

832,211

 
Noncontrolling interest in NOI of Consolidated Properties
 
(5,102
)
(3,418
)
 
(10,822
)
(7,344
)
 
NOI of sold interests
 
(4,290
)
(24,591
)
 
(9,140
)
(50,659
)
 
Unconsolidated Properties
 
175,836

166,625

 
361,930

354,237

 
Proportionate NOI
 
557,658

548,972

 
1,122,792

1,128,445

Company adjustments:
 
 
 
 
 
 
 
Minimum rents
 
3,495

3,330

 
11,678

6,473

 
Real estate taxes
 
1,490

1,490

 
2,979

2,979

 
Property operating expenses
 
788

802

 
1,576

1,604

Company NOI
 
563,431

554,594

 
1,139,025

1,139,501

Less Company Non-Same Store NOI
 
16,621

11,497

 
34,297

52,676

Company Same Store NOI
 
$
546,810

$
543,097

 
$
1,104,728

$
1,086,825

Reconciliation of GAAP Net Income Attributable to GGP to Company EBITDA
 
 
 
 
 
 
Net Income Attributable to GGP
 
$
125,863

$
185,945

 
$
233,022

$
377,725

Allocation to noncontrolling interests
 
2,455

3,956

 
5,665

7,513

(Loss) gain on sales of investment properties 
 
83

1

 
(1,129
)

Gain on extinguishment of debt
 
(55,112
)

 
(55,112
)

Loss (gains) from changes in control of investment properties and other
 
15,841

(38,553
)
 
15,841

(113,108
)
Unconsolidated Real Estate Affiliates - gain on investment
 

(25,591
)
 

(40,506
)
Equity in income of Unconsolidated Real Estate Affiliates
 
(30,732
)
(34,618
)
 
(63,946
)
(92,108
)
Provision for loan loss
 


 

36,069

Provision for impairment
 

4,058

 

44,763

Provision for income taxes
 
3,844

(2,242
)
 
8,354

679

Loss (gain) on foreign currency
 
3,877

(7,893
)
 
694

(16,829
)
Interest expense
 
134,209

148,366

 
266,532

296,043

Interest and dividend income
 
(17,452
)
(13,335
)
 
(35,388
)
(29,393
)
Depreciation and amortization
 
174,298

156,248

 
344,596

316,919

 
Consolidated Properties
 
357,174

376,342

 
719,129

787,767

 
Noncontrolling interest in EBITDA of Consolidated Properties
 
(4,904
)
(3,289
)
 
(10,397
)
(7,064
)
 
EBITDA of sold interests
 
(4,208
)
(24,328
)
 
(8,976
)
(50,128
)
 
Unconsolidated Properties
 
165,784

157,689

 
342,405

336,543

 
Proportionate EBITDA
 
513,846

506,414

 
1,042,161

1,067,118

Company adjustments:
 
 
 
 
 
 
 
Minimum rents
 
3,495

3,330

 
11,678

6,473

 
Real estate taxes
 
1,490

1,490

 
2,979

2,979

 
Property operating expenses
 
788

802

 
1,576

1,604

Company EBITDA
 
$
519,619

$
512,036

 
$
1,058,394

$
1,078,174


10

NON-GAAP PROPORTIONATE FINANCIAL INFORMATION

Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share)

ggptagline140y75.jpg

 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
 
 
June 30, 2017
June 30, 2016
 
June 30, 2017
June 30, 2016
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP Net Income Attributable to GGP to Company FFO
 
 
 
 
 
 
Net Income Attributable to GGP
 
$
125,863

$
185,945

 
$
233,022

$
377,725

Redeemable noncontrolling interests
 
975

1,358

 
1,805

2,883

Provision for impairment excluded from FFO
 

4,058

 

44,763

Noncontrolling interests in depreciation of Consolidated Properties
 
(2,008
)
(1,168
)
 
(4,783
)
(3,283
)
Unconsolidated Real Estate Affiliates - gain on investment
 

(25,591
)
 

(40,506
)
Loss (gains) on sales of investment properties
 
83


 
(1,129
)
1

Preferred stock dividends
 
(3,984
)
(3,983
)
 
(7,968
)
(7,967
)
Loss (gains) from changes in control of investment properties and other
 
15,841

(38,553
)
 
15,841

(113,108
)
Depreciation and amortization of capitalized real estate costs - Consolidated Properties
 
169,867

152,134

 
335,845

309,696

Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties
 
74,566

68,038

 
148,559

135,344

 
FFO
 
381,203

342,238

 
721,192

705,548

Company adjustments:
 
 
 
 
 
 
 
Minimum rents
 
3,495

3,330

 
11,678

6,473

 
Property operating expenses
 
1,490

1,490

 
2,979

2,979

 
Property management and other costs
 
788

802

 
1,576

1,604

 
Investment income, net
 
(205
)
(205
)
 
(409
)
(409
)
 
Market rate adjustments
 
(1,122
)
(1,453
)
 
(2,332
)
(2,672
)
 
Provision for loan loss
 


 

28,549

 
Loss (gain) on foreign currency
 
3,877

(7,893
)
 
694

(16,829
)
 
Provision (benefit) for income taxes
 

724

 

(4,355
)
 
FFO from sold interests
 
(54,809
)
1,017

 
(54,444
)
1,965

Company FFO
 
$
334,717

$
340,050

 
$
680,934

$
722,853

 
 
 
 
 
 
 
 
 
Reconciliation of Net Income Attributable to GGP per diluted share to Company FFO per diluted share
 
 
 
 
 
 
Net Income Attributable to GGP per diluted share
 
$
0.13

$
0.19

 
$
0.24

$
0.39

Preferred stock dividends
 


 
(0.01
)
(0.01
)
Net income attributable to common stockholders per diluted share
 
0.13

0.19

 
0.23

0.38

Provision for impairment excluded from FFO
 


 

0.05

Noncontrolling interests in depreciation of Consolidated Properties
 


 
(0.01
)

Unconsolidated Real Estate Affiliates - gain on investment
 

(0.03
)
 

(0.04
)
Loss (gains) from changes in control of investment properties and other
 
0.02

(0.04
)
 
0.02

(0.12
)
Depreciation and amortization of capitalized real estate costs
 
0.25

0.24

 
0.52

0.47

 
FFO per diluted share
 
0.40

0.36

 
0.76

0.74

Company adjustments:
 
 
 
 
 
 
 
Straight-line rent
 


 
0.01

0.01

 
Loan loss provision
 


 

0.03

 
Gain on foreign currency
 

(0.01
)
 

(0.03
)
 
FFO from sold interests
 
(0.05
)

 
(0.06
)

Company FFO per diluted share
 
$
0.35

$
0.35

 
$
0.71

$
0.75


11