EX-99.1 6 a12-19983_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GGP - TRC, L.L.C., A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.

 

The following is unaudited consolidated financial information for our subsidiary, GGP —TRC, L.L.C, (“TRCLLC”),  formerly known as The Rouse Company L.L.C., as of September 30, 2012 and December 31, 2011 and for the nine months ended September 30, 2012 and 2011.

 

TRCLLC (also, “we” or “us”) is a Delaware limited liability company, formed on November 9, 2010 through voluntary conversion of The Rouse Company Limited Partnership (“TRCLP”) into a limited liability company. TRCLLC is a subsidiary of General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, which was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of TRCLLC, its subsidiaries and joint ventures in which it has a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as a permanent element of capital. All significant intercompany balances and transactions have been eliminated.

 

Reclassifications

 

Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation as a result of discontinued operations.  TRCLLC distributed various operating properties to GGP and sold its interest in an office portfolio during the nine months ended September 30, 2012.  Amounts included on the Consolidated Statements of Operations and Comprehensive Loss for properties sold or distributed to GGP have been reclassified to discontinued operations for all periods presented.

 

Critical Accounting Policies

 

Critical accounting policies are those that are both significant to the overall presentation of TRCLLC’s financial condition and results of operations and require management to make difficult, complex or subjective judgments.  Our critical accounting policies for the fiscal year ended December 31, 2011 have not changed during the nine months ended September 30, 2012.

 

MANAGEMENT’S DISCUSSION OF TRCLLC OPERATIONS AND LIQUIDITY

 

The following table summarizes minimum rents for the nine months ended September 30, 2012 and 2011.

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

2012

 

2011

 

$ Change

 

% Change

 

 

 

(Dollars in thousands)

 

 

 

 

 

Components of Minimum rents:

 

 

 

 

 

 

 

 

 

Base minimum rents

 

$

205,865

 

$

197,376

 

$

8,489

 

4.3

%

Lease termination income

 

517

 

2,399

 

(1,882

)

(78.4

)

Amortization of straight-line rent

 

9,090

 

11,242

 

(2,152

)

(19.1

)

Amortization of above- and below-market tenant leases, net

 

(11,688

)

(8,983

)

(2,705

)

30.1

 

Total Minimum rents

 

$

203,784

 

$

202,034

 

$

1,750

 

0.9

%

 

Base minimum rents increased by $8.5 million primarily due to increased permanent occupancy and positive lease spreads.

 

Expenses decreased by $16.7 million primarily due to a $17.9 million decrease in depreciation and amortization and an $11.6 million decrease in property management and other costs partially offset by provision for impairment of $13.8 million recorded on two operating properties.  These impairment charges were recorded as the estimated sales prices of these properties were less than the carrying values.  No impairment charges were necessary during the nine months ended September 30, 2011.

 

Equity in income of Unconsolidated Real Estate Affiliates for the nine months ended September 30, 2012 increased by $17.4 million from 2011, primarily due to a decrease in amortization expense as a result of less tenant-specific intangibles as well as adjustments to intangibles across our Unconsolidated Real Estate Affiliate in the amount of $6.1 million and growth in property operations and gains from the purchase of additional interest in and sale of investment properties of $4.6 million at our Brazil joint venture. The remaining increase is due to improved operations at all of our joint ventures.

 

T-1



 

Cash position and liquidity at September 30, 2012

 

TRCLLC’s cash and cash equivalents decreased $297.4 million to $145.2 million as of September 30, 2012. The cash position of TRCLLC is largely determined at any point in time by the relative short-term demands for cash by TRCLLC and GGP.

 

TRCLLC has $1.30 billion of unsecured bonds of with maturity dates from 2013 through November 2015 and interest rates ranging from 5.38% to 6.75%.  The bonds have covenants, including ratios of secured debt to gross assets and total debt to total gross assets. We are not aware of any instances of non-compliance with such covenants as of September 30, 2012. We repaid the $349.5 million of the bonds on September 17, 2012, when they matured. TRCLLC intends to redeem all of its 6.75% bonds due May 1, 2013 (approximately $600.0 million) on December 3, 2012, at the “Make-Whole Price,” as defined in the applicable indenture.

 

TRCLLC expects to remain current with respect to its debt obligations and be able to access additional funds as required from GGP.

 

T-2



 

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Land

 

$

532,809

 

$

901,274

 

Buildings and equipment

 

3,132,239

 

4,749,122

 

Less accumulated depreciation

 

(225,562

)

(251,137

)

Construction in progress

 

22,379

 

38,535

 

Net property and equipment

 

3,461,865

 

5,437,794

 

Investment in and loans to/from Unconsolidated Real Estate Affiliates

 

1,246,628

 

1,725,338

 

Net investment in real estate

 

4,708,493

 

7,163,132

 

Cash and cash equivalents

 

145,156

 

442,559

 

Accounts and notes receivable, net

 

34,729

 

45,894

 

Deferred expenses, net

 

24,484

 

39,057

 

Prepaid expenses and other assets

 

258,800

 

400,401

 

Total assets

 

$

5,171,662

 

$

8,091,043

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Mortgages, notes and loans payable

 

$

3,083,698

 

$

4,440,481

 

Accounts payable and accrued expenses

 

236,629

 

339,596

 

Total liabilities

 

3,320,327

 

4,780,077

 

 

 

 

 

 

 

Capital:

 

 

 

 

 

Members’ capital

 

4,265,618

 

6,118,338

 

Receivable from General Growth Properties, Inc.

 

(2,336,329

)

(2,778,910

)

Accumulated other comprehensive loss

 

(83,672

)

(48,470

)

Members’ capital attributable to General Growth Properties, Inc.

 

1,845,617

 

3,290,958

 

Noncontrolling interests in Consolidated Real Estate Affiliates

 

5,718

 

20,008

 

Total capital

 

1,851,335

 

3,310,966

 

Total liabilities and capital

 

$

5,171,662

 

$

8,091,043

 

 

T-3



 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

 

 

(Dollars in thousands)

 

Revenues:

 

 

 

 

 

Minimum rents

 

$

203,784

 

$

202,034

 

Tenant recoveries

 

101,034

 

103,823

 

Overage rents

 

5,041

 

4,132

 

Other

 

10,476

 

8,075

 

Total revenues

 

320,335

 

318,064

 

Expenses:

 

 

 

 

 

Real estate taxes

 

31,404

 

30,767

 

Property maintenance costs

 

11,114

 

12,987

 

Marketing

 

3,621

 

3,394

 

Other property operating costs

 

54,975

 

55,223

 

Provision for doubtful accounts

 

1,006

 

840

 

Property management and other costs

 

22,332

 

33,911

 

Provision for impairment

 

13,810

 

 

Depreciation and amortization

 

105,235

 

123,088

 

Total expenses

 

243,497

 

260,210

 

Operating income

 

76,838

 

57,854

 

 

 

 

 

 

 

Interest income

 

508

 

619

 

Interest expense

 

(140,092

)

(144,889

)

Loss before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests

 

(62,746

)

(86,416

)

Provision for income taxes

 

(138

)

(311

)

Equity in income of Unconsolidated Real Estate Affiliates

 

28,054

 

10,697

 

Loss from continuing operations

 

(34,830

)

(76,030

)

Discontinued operations

 

13,005

 

17,051

 

Net loss

 

(21,825

)

(58,979

)

Allocation to noncontrolling interests

 

382

 

961

 

Net loss attributable to General Growth Properties, Inc.

 

$

(21,443

)

$

(58,018

)

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

Net loss

 

$

(21,825

)

$

(58,979

)

Other comprehensive loss:

 

 

 

 

 

Foreign currency translation

 

(35,202

)

(42,981

)

Other comprehensive loss

 

(57,027

)

(101,960

)

Comprehensive income allocated to noncontrolling interests

 

382

 

961

 

Comprehensive loss, net attributable to General Growth Properties, Inc.

 

$

(56,645

)

$

(100,999

)

 

T-4



 

CONSOLIDATED STATEMENTS OF CAPITAL

(UNAUDITED)

 

 

 

Members’
Capital

 

Accumulated
other
comprehensive
loss

 

Receivable from
General Growth
Properties, Inc.

 

Noncontrolling
Interests in
Consolidated
Real Estate
Affiliates

 

Total Capital

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2011

 

$

7,496,627

 

$

 

$

(2,812,817

)

$

21,416

 

$

4,705,226

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(58,018

)

 

 

(961

)

(58,979

)

Other comprehensive loss

 

 

(42,981

)

 

 

(42,981

)

Advances to General Growth Properties, Inc.

 

 

 

(524,548

)

 

(524,548

)

Distributions to General Growth Properties, Inc.

 

(449,877

)

 

59,855

 

 

(390,022

)

Distributions to noncontrolling interests in Consolidated Real Estate Affiliates

 

 

 

 

(145

)

(145

)

Balance at September 30, 2011

 

$

6,988,732

 

$

(42,981

)

$

(3,277,510

)

$

20,310

 

$

3,688,551

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2012

 

$

6,118,338

 

$

(48,470

)

$

(2,778,910

)

$

20,008

 

$

3,310,966

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(21,443

)

 

 

(382

)

(21,825

)

Other comprehensive loss

 

 

(35,202

)

 

 

(35,202

)

Advances from General Growth Properties, Inc.

 

 

 

90,729

 

 

90,729

 

Distributions to General Growth Properties, Inc.

 

(1,831,277

)

 

351,852

 

(13,901

)

(1,493,326

)

Distributions to noncontrolling interests in Consolidated Real Estate Affiliates

 

 

 

 

(7

)

(7

)

Balance at September 30, 2012

 

$

4,265,618

 

$

(83,672

)

$

(2,336,329

)

$

5,718

 

$

1,851,335

 

 

T-5



 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

 

 

(Dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(21,825

)

$

(58,979

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Equity in income of Unconsolidated Real Estate Affiliates

 

(28,054

)

(5,669

)

Provision for (recovery of) doubtful accounts

 

1,005

 

(660

)

Distributions received from Unconsolidated Real Estate Affiliates

 

15,704

 

11,172

 

Depreciation

 

127,226

 

222,952

 

Amortization

 

8,372

 

10,029

 

Provisions for impairment

 

13,810

 

 

Amortization of deferred financing costs

 

 

55

 

Accretion of debt market rate adjustments

 

(19,322

)

(37,152

)

Amortization of intangibles other than in-place leases

 

16,590

 

26,294

 

Straight-line rent amortization

 

(11,928

)

(22,934

)

Net (gain) loss on disposition

 

(4,262

)

1,496

 

Decrease in restricted cash

 

10,223

 

340

 

Net changes:

 

 

 

 

 

Accounts and notes receivable

 

5,639

 

(142

)

Prepaid expenses, deferred expenses and other assets

 

(16,510

)

(4,181

)

Accounts payable and accrued expenses

 

(8,140

)

38,515

 

Net cash provided by operating activities

 

88,528

 

181,136

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Development of real estate and property additions/improvements

 

(54,200

)

(75,370

)

Proceeds from sales of investment properties

 

43,270

 

131,859

 

Distributions received from Unconsolidated Real Estate Affiliates in excess of income

 

23,291

 

37,483

 

Increase in investments in Unconsolidated Real Estate Affiliates

 

(14,400

)

(18,503

)

Decrease in restricted cash

 

2,580

 

3,681

 

Other, net

 

90

 

82

 

Net cash provided by investing activities

 

631

 

79,232

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of mortgages, notes and loans payable

 

72,336

 

141,738

 

Principal payments on mortgages, notes and loans payable

 

(541,440

)

(391,139

)

Advances from (to) General Growth Properties, Inc.

 

82,561

 

(524,548

)

Distributions to noncontrolling interests

 

(7

)

(145

)

Prepayment of financing fees

 

(12

)

 

Deferred financing costs

 

 

(6,864

)

Net cash used in financing activities

 

(386,562

)

(780,958

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(297,403

)

(520,590

)

Cash and cash equivalents at beginning of period

 

442,559

 

903,630

 

Cash and cash equivalents at end of period

 

$

145,156

 

$

383,040

 

 

T-6



 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

 

 

(Dollars in thousands)

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

187,960

 

$

206,395

 

Interest capitalized

 

192

 

607

 

Income taxes paid

 

 

935

 

Reorganization items paid

 

 

3,089

 

Non-Cash Transactions:

 

 

 

 

 

Change in accrued capital expenditures incurred in accounts payable and accrued expenses

 

$

(2,980

)

1,053

 

Non-Cash Distribution to GGPLP:

 

 

 

 

 

Assets

 

$

2,420,198

 

 

Liabilities

 

(935,086

)

 

 

T-7