GGP Reports Third Quarter 2014 Results

Same Store NOI Increases 5.4%; Company EBITDA Increases 6.7%

Company FFO per Share Increases 13.1%

CHICAGO--()--General Growth Properties, Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three and nine months ended September 30, 2014.

Financial Results

For the Three Months Ended September 30, 2014

Company Funds from Operations (“Company FFO”) per share increased 13.1% to $0.33 per diluted share from $0.29 per diluted share in the prior year period. Company FFO increased 8.6% to $308 million from $284 million in the prior year period.

Company Earnings Before Interest, Taxes, Depreciation and Amortization (“Company EBITDA”) increased 6.7% to $521 million from $488 million in the prior year period.

Comparable Net Operating Income (“Same Store NOI”) increased 5.4% to $548 million from $520 million in the prior year period.

Net income attributable to GGP was $75 million, or $0.07 per diluted share, as compared to net income of $27 million, or $0.02 per diluted share, in the prior year period.

For the Nine Months Ended September 30, 2014

Company FFO per share increased 17.3% to $0.95 per diluted share from $0.81 per diluted share in the prior year period. Company FFO increased 11.9% to $898 million from $803 million in the prior year period.

Company EBITDA increased 5.2% to $1,524 million from $1,448 million in the prior year period.

Same Store NOI increased 5.4% to $1,618 million from $1,535 million in the prior year period.

Net income attributable to GGP was $376 million, or $0.39 per diluted share, as compared to net income of $225 million, or $0.23 income per diluted share, in the prior year period.

Operational Highlights for the Mall Portfolio

  • Tenant sales (all less anchors) increased 2.6% to $20.2 billion on a trailing 12-month basis. Tenant sales (<10,000 square feet) increased 0.6% to $565 per square foot on a trailing 12-month basis.
  • Same Store mall leased percentage was 96.8% at quarter end, an increase of 20 basis points from September 30, 2013.
  • Initial rental rates for executed leases commencing in 2014 on a suite-to-suite basis increased 17.6%, or $9.33 per square foot, to $62.44 per square foot when compared to the rental rate for expiring leases.

Quarterly Financing Activities

Property-Level Debt

The Company obtained $1,005 million ($547 million at share) of new fixed and variable rate debt at four of its existing properties with a weighted average term to maturity of 9.7 years (at share) and a weighted average interest rate of 3.75% (at share). The transactions generated approximately $685 million ($387 million at share) of net proceeds.

The Company amended its $1.4 billion corporate loan secured by cross-collateralized mortgages on 14 properties. This amendment lowered the interest rate on the loan from LIBOR plus 2.5% to LIBOR plus 1.75%.

Quarterly Investment Activities

Acquisitions, Dispositions, and Joint Venture Activity

The Company acquired a 12.5% interest in Miami Design District in Miami, Florida for net equity at share of $175.0 million. The property is part of an eighteen square city block retail and entertainment development. In addition the Company also acquired a 40% interest in The Shops at the Bravern in Bellevue, Washington, a suburb of Seattle for net equity at share of $66.6 million. The property comprises approximately 309,000 square feet of retail space.

The Company acquired a 10% interest in 522 Fifth Avenue in New York City for net equity at share of $8.3 million. The property will comprise approximately 26,500 square feet of retail space after development.

The Company sold a strip center and a medical office building for net proceeds of $40.3 million.

Subsequent to quarter end, the Company closed on its previously announced acquisition of a 50% interest in 530 Fifth Avenue in New York City for net equity at share of $49.0 million. The property comprises approximately 58,000 square feet of retail space.

Development

The Company has development and redevelopment activities totaling approximately $2.3 billion at share, of which projects totaling approximately $394 million have opened and $1.1 billion is under construction.

Dividends

The Company’s Board of Directors previously declared a third quarter common stock dividend of $0.16 per share payable on October 31, 2014, to stockholders of record on October 15, 2014, representing an increase of $0.03 per share or 23% growth over the dividend declared in third quarter 2013.

Guidance

Company FFO for the year ending December 31, 2014, is expected to be $1.31 to $1.33 per diluted share. Company FFO for the fourth quarter 2014 is expected to be $0.37 to $0.39 per diluted share.

The following table provides a reconciliation of the range of estimated diluted net income attributable to GGP per share to estimated FFO per diluted share and Company FFO per diluted share.

  For the year ending   For the three months ending
December 31, 2014   December 31, 2014
Low End   High End   Low End   High End
   
Company FFO per diluted share $1.31 $1.33 $0.37 $0.39
Adjustments (1) (0.06) (0.06) (.01) (.01)
Gain on debt extinguishment and other losses (2) 0.05   0.05   -   -
FFO 1.30   1.32   0.36   0.38
Depreciation, including share of joint ventures (0.94) (0.94) (0.24) (0.24)
Gain on sale of investments and other 0.14   0.14   -   -
Net income attributable to common stockholders 0.50   0.52   0.12   0.14
Preferred stock dividends 0.02   0.02   -   -
Net income attributable to GGP $0.52   $0.54   $0.12   $0.14
(1)   Includes impact of straight-line rent, above/below market rent, ground rent amortization, debt market rate adjustments and other non-cash or non-comparable items.
(2) Includes loss from Urban litigation settlement.
 

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

Investor Conference Call

On Tuesday, October 28, 2014, the Company will host a conference call at 8:00 a.m. CDT (9:00 a.m. EDT). The conference call will be accessible by telephone and through the Internet. Interested parties can access the call 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 98077673.

Supplemental Information

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

Forward-Looking Statements

Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumption, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, the Company’s ability to refinance, extend, restructure or repay near and intermediate term debt, its indebtedness, its ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, its liquidity demands, 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 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 ggp.com from time to time.

General Growth Properties, Inc.

General Growth Properties, 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.

Non-GAAP Supplemental Financial Measures and Definitions

Net Operating Income (“NOI”) and Company NOI

The Company defines NOI as income from property operations after operating expenses have been deducted, but prior to deducting financing, administrative and income tax expenses. 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. The Company considers NOI a helpful supplemental measure of its operating performance because it is a direct measure of the actual results of the Company’s properties. 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, provision for income taxes, discontinued operations, preferred stock dividends, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

The Company also considers Company NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI certain non-cash and non-comparable items such as straight-line rent and intangible asset and liability amortization, which are a result of the Company’s 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. The Company presents Company NOI and Company FFO (as defined below), as management of the Company believes certain investors and other users of the Company’s financial information use them as measures of the Company’s historical operating performance.

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) 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.

As with the Company’s presentation of Company NOI, the Company also considers Company FFO to be a helpful supplemental measure of the operating performance for equity REITs because it excludes from FFO certain items that are non-cash and certain non-comparable items such as Company NOI adjustments, and FFO items such as mark-to-market adjustments on debt and gains on the extinguishment of debt, warrant liability adjustment, and interest expense on debt repaid or settled all which are a result of the Company’s acquisition accounting and other capital contribution or restructuring events.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

The Company presents NOI 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, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of GAAP operating income to NOI and Company NOI and a reconciliation of net loss 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 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.

     
FINANCIAL OVERVIEW
 
Consolidated Statements of Operations
(In thousands, except per share)
           
Three Months Ended Nine Months Ended
September 30, 2014 September 30, 2013 September 30, 2014 September 30, 2013
 
Revenues:
Minimum rents $ 400,188 $ 382,718 $ 1,182,200 $ 1,159,091
Tenant recoveries 186,123 176,756 552,767 534,079
Overage rents 9,277 9,666 24,486 27,387
Management fees and other corporate revenues 17,355 17,336 51,759 50,575
Other   18,861     19,636     63,242     55,211  
Total revenues   631,804     606,112     1,874,454     1,826,343  
Expenses:
Real estate taxes 57,705 58,176 173,495 177,352
Property maintenance costs 13,618 13,955 49,848 51,747
Marketing 4,345 5,794 15,109 18,061
Other property operating costs 85,671 93,190 255,165 263,018
Provision for doubtful accounts 398 1,017 5,319 3,326
Property management and other costs 34,516 41,446 119,572 123,344
General and administrative 12,778 10,522 52,609 34,578
Depreciation and amortization   184,033     188,079     534,096     566,470  
Total expenses   393,064     412,179     1,205,213     1,237,896  
Operating income   238,740     193,933     669,241     588,447  
Interest and dividend income 8,536 388 19,801 1,277
Interest expense (174,120 ) (172,930 ) (528,283 ) (549,545 )
Loss on Foreign Currency (15,972 ) - (7,017 ) -
Warrant liability adjustment - - - (40,546 )
Gain from change in control of investment properties - - - 219,784
Loss on extinguishment of debt   -     -     -     (36,478 )
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations, noncontrolling interests and preferred stock dividends 57,184 21,391 153,742 182,939
Benefit from (provision for) income taxes 4,800 287 (2,836 ) (1,236 )
Equity in income of Unconsolidated Real Estate Affiliates 7,391 13,984 33,868 41,165
Equity in income of Unconsolidated Real Estate Affiliates - (loss) gain on investment   -     (2,800 )   -     648  
Income from continuing operations 69,375 32,862 184,774 223,516
Discontinued operations:
Income (loss) from discontinued operations, including gains (losses) on dispositions 8,024 (2,008 ) 134,927 (13,366 )
Gain on extinguishment of debt   -     -     66,679     25,894  
Discontinued operations, net   8,024     (2,008 )   201,606     12,528  
Net income 77,399 30,854 386,380 236,044
Allocation to noncontrolling interests   (2,791 )   (3,371 )   (10,008 )   (10,707 )
Net income attributable to GGP 74,608 27,483 376,372 225,337
Preferred stock dividends   (3,984 )   (3,984 )   (11,952 )   (10,094 )
Net income attributable to common stockholders $ 70,624   $ 23,499   $ 364,420   $ 215,243  
Basic Income Per Share:
Continuing operations $ 0.07 $ 0.03 $ 0.18 $ 0.22
Discontinued operations   0.01     -     0.23     0.01  
Total basic income per share $ 0.08   $ 0.03   $ 0.41   $ 0.23  
Diluted Income Per Share:
Continuing operations $ 0.06 $ 0.02 $ 0.18 $ 0.22
Discontinued operations   0.01     -     0.21     0.01  
Total diluted income per share $ 0.07   $ 0.02   $ 0.39   $ 0.23  
       
FINANCIAL OVERVIEW
 
Consolidated Balance Sheets
(In thousands)
   
September 30, 2014 December 31, 2013
Assets:
Investment in real estate:
Land $ 4,268,569 $ 4,320,597
Buildings and equipment 18,261,100 18,270,748
Less accumulated depreciation (2,210,100 ) (1,884,861 )
Construction in progress   557,354     406,930  
Net property and equipment 20,876,923 21,113,414
Investment in and loans to/from Unconsolidated Real Estate Affiliates   2,512,129     2,407,698  
Net investment in real estate 23,389,052 23,521,112
Cash and cash equivalents 279,576 577,271
Accounts and notes receivable, net 603,735 478,899
Deferred expenses, net 176,296 189,452
Prepaid expenses and other assets   871,249     995,569  
Total assets $ 25,319,908   $ 25,762,303  
Liabilities:
Mortgages, notes and loans payable $ 15,898,090 $ 15,672,437
Investment in and loans to/from Unconsolidated Real Estate Affiliates 19,017 17,405
Accounts payable and accrued expenses 865,441 970,995
Dividend payable 148,443 134,476
Deferred tax liabilities 21,511 24,667
Tax indemnification liability 321,958 321,958
Junior Subordinated Notes   206,200     206,200  
Total liabilities   17,480,660     17,348,138  
Redeemable noncontrolling interests:
Preferred 145,771 131,881
Common   113,844     97,021  
Total redeemable noncontrolling interests   259,615     228,902  
Equity:
Preferred stock 242,042 242,042
Stockholder's Equity 7,257,641 7,861,079
Noncontrolling interests in consolidated real estate affiliates   79,950     82,142  
Total equity   7,579,633     8,185,263  
Total liabilities, redeemable noncontrolling interests and equity $ 25,319,908   $ 25,762,303  
               
PROPORTIONATE FINANCIAL STATEMENTS
 
Company NOI, EBITDA and FFO
For the Three Months Ended September 30, 2014 and 2013
(In thousands)
                           
Three Months Ended September 30, 2014 Three Months Ended September 30, 2013
Consolidated   Noncontrolling   Unconsolidated Consolidated   Noncontrolling   Unconsolidated
Properties   Interests   Properties   Proportionate   Adjustments   Company Properties   Interests   Properties   Proportionate   Adjustments   Company
 
Property revenues:
Minimum rents $ 400,188 $ (4,112 ) $ 96,292 $ 492,368 $ 2,735 $ 495,103 $ 382,718 $ (3,632 ) $ 93,125 $ 472,211 $ 8,804 $ 481,015
Tenant recoveries 186,123 (1,672 ) 43,759 228,210 - 228,210 176,756 (1,233 ) 41,415 216,938 - 216,938
Overage rents 9,277 (103 ) 3,097 12,271 - 12,271 9,666 (133 ) 3,424 12,957 - 12,957
Other revenue   18,861       (323 )     3,540       22,078       -       22,078     19,636       (101 )     3,757       23,292       -       23,292  
Total property revenues   614,449       (6,210 )     146,688       754,927       2,735       757,662     588,776       (5,099 )     141,721       725,398       8,804       734,202  
Property operating expenses:
Real estate taxes 57,705 (669 ) 13,455 70,491 (1,490 ) 69,001 58,176 (542 ) 13,271 70,905 (1,578 ) 69,327
Property maintenance costs 13,618 (83 ) 4,172 17,707 - 17,707 13,955 (96 ) 4,136 17,995 - 17,995
Marketing 4,345 (44 ) 1,396 5,697 - 5,697 5,794 (55 ) 1,886 7,625 - 7,625
Other property operating costs 85,671 (744 ) 22,200 107,127 (1,300 ) 105,827 93,190 (552 ) 21,715 114,353 (6,001 ) 108,352
Provision for doubtful accounts   398       (24 )     486       860       -       860     1,017       12       305       1,334       -       1,334  
Total property operating expenses   161,737       (1,564 )     41,709       201,882       (2,790 )     199,092     172,132       (1,233 )     41,313       212,212       (7,579 )     204,633  
NOI $ 452,712     $ (4,646 )   $ 104,979     $ 553,045     $ 5,525     $ 558,570   $ 416,644     $ (3,866 )   $ 100,408     $ 513,186     $ 16,383     $ 529,569  
Management fees and other corporate revenues 17,355 - - 17,355 - 17,355 17,336 - - 17,336 - 17,336
Property management and other costs (34,516 ) 167 (6,848 ) (41,197 ) - (41,197 ) (41,446 ) 161 (6,632 ) (47,917 ) - (47,917 )
General and administrative   (12,778 )     -       (1,059 )     (13,837 )     -       (13,837 )   (10,522 )     -       (244 )     (10,766 )     -       (10,766 )
EBITDA $ 422,773     $ (4,479 )   $ 97,072     $ 515,366     $ 5,525     $ 520,891   $ 382,012     $ (3,705 )   $ 93,532     $ 471,839     $ 16,383     $ 488,222  
Depreciation on non-income producing assets (2,528 ) - - (2,528 ) - (2,528 ) (2,925 ) - - (2,925 ) - (2,925 )
Interest and dividend income 8,536 386 536 9,458 (205 ) 9,253 388 - 142 530 - 530
Preferred unit distributions (2,232 ) - - (2,232 ) - (2,232 ) (2,335 ) - - (2,335 ) - (2,335 )
Preferred stock dividends (3,984 ) - - (3,984 ) - (3,984 ) (3,984 ) - - (3,984 ) - (3,984 )
Interest expense:
Mark-to-market adjustments on debt (386 ) (98 ) 379 (105 ) 105 - (2,723 ) (94 ) (1,035 ) (3,852 ) 3,852 -
Write-off of mark-to-market adjustments on extinguished debt - - - - - - 1,915 - 411 2,326 (2,326 ) -
Interest on existing debt (173,734 ) 1,488 (40,065 ) (212,311 ) - (212,311 ) (172,122 ) 1,117 (36,384 ) (207,389 ) - (207,389 )
Loss on foreign currency (15,972 ) - - (15,972 ) 15,972 - - - - - - -
Benefit from (provision for) income taxes 4,800 16 (149 ) 4,667 (6,317 ) (1,650 ) 287 18 (59 ) 246 - 246
FFO from discontinued operations   872       -       -       872       (61 )     811     2,591       -       6,312       8,903       2,561       11,464  
238,145 (2,687 ) 57,773 293,231 15,019 308,250 203,104 (2,664 ) 62,919 263,359 20,470 283,829
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests   55,086       2,687       (57,773 )     -       -       -     60,255       2,664       (62,919 )     -       -       -  
FFO $ 293,231     $ -     $ -     $ 293,231     $ 15,019     $ 308,250   $ 263,359     $ -     $ -     $ 263,359     $ 20,470     $ 283,829  
 
Company FFO per diluted share $ 0.33 $ 0.29
               
PROPORTIONATE FINANCIAL STATEMENTS
 
Company NOI, EBITDA and FFO
For the Nine Months Ended September 30, 2014 and 2013
(In thousands)
                           
Nine Months Ended September 30, 2014 Nine Months Ended September 30, 2013
Consolidated   Noncontrolling   Unconsolidated Consolidated   Noncontrolling   Unconsolidated
Properties   Interests   Properties   Proportionate   Adjustments   Company Properties   Interests   Properties   Proportionate   Adjustments   Company
 
Property revenues:
Minimum rents $ 1,182,200 $ (12,343 ) $ 285,882 $ 1,455,739 $ 22,054 $ 1,477,793 $ 1,159,091 $ (10,681 ) $ 265,846 $ 1,414,256 $ 21,887 $ 1,436,143
Tenant recoveries 552,767 (5,015 ) 128,630 676,382 - 676,382 534,079 (3,587 ) 118,869 649,361 - 649,361
Overage rents 24,486 (219 ) 7,413 31,680 - 31,680 27,387 (245 ) 7,459 34,601 - 34,601
Other revenue   63,286       (823 )     10,054       72,517       -       72,517     55,209       (294 )     10,703       65,618       -       65,618  
Total property revenues   1,822,739       (18,400 )     431,979       2,236,318       22,054       2,258,372     1,775,766       (14,807 )     402,877       2,163,836       21,887       2,185,723  
Property operating expenses:
Real estate taxes 173,495 (1,989 ) 40,182 211,688 (4,469 ) 207,219 177,352 (1,595 ) 38,750 214,507 (4,734 ) 209,773
Property maintenance costs 49,848 (308 ) 13,799 63,339 - 63,339 51,747 (278 ) 12,001 63,470 - 63,470
Marketing 15,109 (157 ) 4,720 19,672 - 19,672 18,061 (172 ) 5,058 22,947 - 22,947
Other property operating costs 255,165 (2,263 ) 62,604 315,506 (3,895 ) 311,611 263,018 (1,643 ) 58,510 319,885 (8,765 ) 311,120
Provision for doubtful accounts   5,319       (60 )     994       6,253       -       6,253     3,326       (36 )     940       4,230       -       4,230  
Total property operating expenses   498,936       (4,777 )     122,299       616,458       (8,364 )     608,094     513,504       (3,724 )     115,259       625,039       (13,499 )     611,540  
NOI $ 1,323,803     $ (13,623 )   $ 309,680     $ 1,619,860     $ 30,418     $ 1,650,278   $ 1,262,262     $ (11,083 )   $ 287,618     $ 1,538,797     $ 35,386     $ 1,574,183  
Management fees and other corporate revenues 51,759 - - 51,759 - 51,759 50,575 - - 50,575 - 50,575
Property management and other costs (119,572 ) 489 (20,729 ) (139,812 ) - (139,812 ) (123,344 ) 466 (18,922 ) (141,800 ) - (141,800 )
General and administrative   (52,609 )     2       (3,888 )     (56,495 )     17,854       (38,641 )   (34,578 )     -       (750 )     (35,328 )     -       (35,328 )
EBITDA $ 1,203,381     $ (13,132 )   $ 285,063     $ 1,475,312     $ 48,272     $ 1,523,584   $ 1,154,915     $ (10,617 )   $ 267,946     $ 1,412,244     $ 35,386     $ 1,447,630  
Depreciation on non-income producing assets (9,055 ) - - (9,055 ) - (9,055 ) (9,040 ) - - (9,040 ) - (9,040 )
Interest and dividend income 19,801 1,159 1,569 22,529 (279 ) 22,250 1,277 (1 ) 349 1,625 - 1,625
Preferred unit distributions (6,697 ) - - (6,697 ) - (6,697 ) (7,006 ) - - (7,006 ) - (7,006 )
Preferred stock dividends (11,952 ) - - (11,952 ) - (11,952 ) (10,094 ) - - (10,094 ) - (10,094 )
Interest expense:
Default interest - - - - - - (1,306 ) - - (1,306 ) 1,306 -
Mark-to-market adjustments on debt (2,604 ) (292 ) 1,121 (1,775 ) 1,775 - (8,304 ) (278 ) (953 ) (9,535 ) 9,535 -
Write-off of mark-to-market adjustments on extinguished debt (9,831 ) - - (9,831 ) 9,831 - 7,075 - 411 7,486 (7,486 ) -
Interest on existing debt (515,848 ) 4,502 (111,444 ) (622,790 ) - (622,790 ) (547,010 ) 3,367 (103,061 ) (646,704 ) - (646,704 )
Loss on foreign currency (7,017 ) - - (7,017 ) 7,017 - - - - - - -
Warrant liability adjustment - - - - - - (40,546 ) - - (40,546 ) 40,546 -
Loss on extinguishment of debt - - - - - - (36,478 ) - - (36,478 ) 36,478 -
Benefit from (provision for) income taxes (2,836 ) 54 (293 ) (3,075 ) (2,775 ) (5,850 ) (1,236 ) 53 (211 ) (1,394 ) - (1,394 )
FFO from discontinued operations   74,691       -       -       74,691       (65,953 )     8,738     31,707       -       13,952       45,659       (18,108 )     27,551  
732,033 (7,709 ) 176,016 900,340 (2,112 ) 898,228 533,954 (7,476 ) 178,433 704,911 97,657 802,568
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests   168,307       7,709       (176,016 )     -       -       -     170,957       7,476       (178,433 )     -       -       -  
FFO $ 900,340     $ -     $ -     $ 900,340     $ (2,112 )   $ 898,228   $ 704,911     $ -     $ -     $ 704,911     $ 97,657     $ 802,568  
 
Company FFO per diluted share $ 0.95 $ 0.81
     
PROPORTIONATE FINANCIAL STATEMENTS
 
Reconciliation of Non-GAAP to GAAP Financial Measures
(In thousands)
   
Three Months Ended Nine Months Ended
September 30,   September 30, September 30,   September 30,
2014   2013 2014   2013
 
Reconciliation of Company NOI to GAAP Operating Income
Company NOI $ 558,570 $ 529,569 $ 1,650,278 $ 1,574,183
  Adjustments for minimum rents, real estate taxes and other property operating costs   (5,525 )     (16,383 )   (30,418 )     (35,386 )
Proportionate NOI 553,045 513,186 1,619,860 1,538,797
  Unconsolidated Properties   (104,979 )     (100,408 )   (309,680 )     (287,618 )
Consolidated Properties 448,066 412,778 1,310,180 1,251,179
Management fees and other corporate revenues 17,355 17,336 51,759 50,575
Property management and other costs (34,516 ) (41,446 ) (119,572 ) (123,344 )
General and administrative (12,778 ) (10,522 ) (52,609 ) (34,578 )
Depreciation and amortization (184,033 ) (188,079 ) (534,096 ) (566,470 )
Loss on sales of investment properties - - (44 ) -
Noncontrolling interest in operating income of Consolidated Properties and other   4,646       3,866     13,623       11,085  
Operating income $ 238,740     $ 193,933   $ 669,241     $ 588,447  
 
Reconciliation of Company EBITDA to GAAP Net Income Attributable to GGP
Company EBITDA $ 520,891 $ 488,222 $ 1,523,584 $ 1,447,630
  Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative   (5,525 )     (16,383 )   (48,272 )     (35,386 )
Proportionate EBITDA 515,366 471,839 1,475,312 1,412,244
  Unconsolidated Properties   (97,072 )     (93,532 )   (285,063 )     (267,946 )
Consolidated Properties 418,294 378,307 1,190,249 1,144,298
Depreciation and amortization (184,033 ) (188,079 ) (534,096 ) (566,470 )
Noncontrolling interest in NOI of Consolidated Properties and other 4,646 3,866 13,623 11,085
Interest income 8,536 388 19,801 1,277
Interest expense (174,120 ) (172,930 ) (528,283 ) (549,545 )
Loss on foreign currency (15,972 ) - (7,017 ) -
Warrant liability adjustment - - - (40,546 )
Benefit from (provision for) income taxes 4,800 287 (2,836 ) (1,236 )
Equity in income of Unconsolidated Real Estate Affiliates 7,391 13,984 33,868 41,165
Equity in income of Unconsolidated Real Estate Affiliates - (loss) gain on investment - (2,800 ) - 648
Discontinued operations 8,024 (2,008 ) 201,606 12,528
Gains from changes in control of investment properties - - - 219,784
Loss on extinguishment of debt - - - (36,478 )
Loss on sales of investment properties - - (44 ) -
Allocation to noncontrolling interests   (2,958 )     (3,532 )   (10,499 )     (11,173 )
Net income attributable to GGP $ 74,608     $ 27,483   $ 376,372     $ 225,337  
 
Reconciliation of Company FFO to GAAP Net Income Attributable to GGP
Company FFO $ 308,250 $ 283,829 $ 898,228 $ 802,568
  Adjustments for minimum rents, property operating expenses, general and administrative, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations   (15,019 )     (20,470 )   2,112       (97,657 )
Proportionate FFO 293,231 263,359 900,340 704,911
Depreciation and amortization of capitalized real estate costs (231,901 ) (230,441 ) (668,833 ) (688,713 )
Gain from change in control of investment properties - - - 219,784
Preferred stock dividends 3,984 3,984 11,952 10,094
Gains (losses) on sales of investment properties 7,603 (2,872 ) 131,319 (189 )
Noncontrolling interests in depreciation of Consolidated Properties 2,554 1,806 6,484 5,363
Provision for impairment excluded from FFO of discontinued operations - - - (4,975 )
Redeemable noncontrolling interests (412 ) (160 ) (2,049 ) (1,563 )
Depreciation and amortization of discontinued operations   (451 )     (8,193 )   (2,841 )     (19,375 )
Net income attributable to GGP $ 74,608     $ 27,483   $ 376,372     $ 225,337  
 
Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in Unconsolidated Properties:
NOI $ 104,979 $ 100,408 $ 309,680 $ 287,618
Net property management fees and costs (6,848 ) (6,632 ) (20,729 ) $ (18,922 )
  General and administrative and provisions for impairment   (1,059 )     (244 )   (3,888 )     (750 )
EBITDA 97,072 93,532 285,063 267,946
Net interest expense (39,150 ) (36,866 ) (108,754 ) (103,254 )
Provision for income taxes (149 ) (59 ) (293 ) (211 )
  FFO of discontinued Unconsolidated Properties   -       6,312     -       13,952  
FFO of Unconsolidated Properties 57,773 62,919 176,016 178,433
Depreciation and amortization of capitalized real estate costs (50,398 ) (48,955 ) (143,794 ) (137,298 )
Other, including gain on sales of investment properties   16       20     1,646       30  
Equity in income of Unconsolidated Real Estate Affiliates $ 7,391     $ 13,984   $ 33,868     $ 41,165  

Contacts

General Growth Properties, Inc.
Investor Relations Contact:
Kevin Berry
VP Investor Relations
(312) 960-5529
kevin.berry@ggp.com
or
Media Contact:
David Keating
VP Corporate Communications
(312) 960-6325
david.keating@ggp.com

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