EX-99.1 2 fceex991q2-2014.htm EXHIBIT FCE EX 99.1 Q2-2014
Exhibit 99.1








Forest City Enterprises, Inc.
Supplemental Package
For the Quarter Ended June 30, 2014




Forest City Enterprises, Inc. and Subsidiaries
Supplemental Package
Second Quarter 2014
NYSE: FCEA, FCEB
Index
Corporate Description
 
 
Selected Financial Information
 
Consolidated Balance Sheets
Consolidated Statements of Operations
Net Asset Value Components
 
 
Supplemental Operating Information
 
Occupancy Data
Retail Sales Data
Leasing Summary
Comparable Net Operating Income (NOI)
NOI Detail
NOI By Product Type
NOI By Core Market
Reconciliation of NOI to Earnings (Loss) Before Income Taxes
Results of Operations
Reconciliation of Net Earnings (Loss) to FFO
Reconciliation of FFO to Operating FFO
Operating FFO Bridges
Development Pipeline
 
 
Supplemental Financial Information
 
Common Stock Data/Financial Covenants
Nonrecourse Debt Maturities Table
Summary of FFO by Segment
 
 

This supplemental package, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of our Form 10-KT for the 11 months ended December 31, 2013 and other factors that might cause differences, some of which could be material, include, but are not limited to, the impact of current lending and capital market conditions on our liquidity, ability to finance or refinance projects and repay our debt, the impact of the current economic environment on the ownership, development and management of our commercial real estate portfolio, general real estate investment and development risks, using modular construction as a new construction methodology and investing in a facility to produce modular units, vacancies in our properties, further downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts, risks of owning and operating an arena, risks associated with an investment in a professional sports team, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of our insurance carriers, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, changes in federal, state or local tax laws, volatility in the market price of our publicly traded securities, inflation risks, litigation risks, cybersecurity risks and cyber incidents, as well as other risks listed from time to time in our reports filed with the Securities and Exchange Commission. We have no obligation to revise or update any forward-looking statements, other than imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

1

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Corporate Description
We principally engage in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. We operate through three strategic business units and have five reportable operating segments. The three strategic business units, which represent four reportable operating segments, are the Commercial Group, Residential Group and Land Development Group (collectively, the “Real Estate Groups”). The Commercial Group, our largest strategic business unit, owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings and mixed-use projects. Additionally, it operates Barclays Center, a sports and entertainment arena located in Brooklyn, New York, which is reported as a separate reportable operating segment ("Arena"). The Residential Group owns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments and adaptive re-use developments. The Residential Group also owns interests in entities that develop and manage military family housing. The Land Development Group acquires and sells both land and developed lots to residential, commercial and industrial customers at its Stapleton project in Denver, Colorado.
Corporate Activities is the other reportable operating segment, which includes The Nets, a member of the National Basketball Association ("NBA"), in which we account for our investment on the equity method of accounting.
We have approximately $8.6 billion of consolidated assets in 25 states and the District of Columbia at June 30, 2014. Our core markets include Boston, Chicago, Dallas, Denver, Los Angeles, Philadelphia and the greater metropolitan areas of New York City, San Francisco and Washington D.C. Our core markets account for approximately 80 percent of the cost of our real estate portfolio at June 30, 2014. We have offices in Albuquerque, Boston, Dallas, Denver, Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.

Supplemental Financial and Operating Information
We recommend this supplemental package be read in conjunction with our Form 10-Q for the three and six months ended June 30, 2014. This supplemental package contains information prepared in accordance with generally accepted accounting principles (“GAAP”) under the full consolidation accounting method and information prepared under the pro-rata consolidation method, a non-GAAP measure. We believe the non-GAAP financial and operating information presented under the pro-rata consolidation method, net operating income ("NOI"), comparable NOI, Funds From Operations ("FFO") and Operating FFO are necessary to understand our business and operating results, along with net earnings and other GAAP measures. Our investors can use these non-GAAP measures as supplementary information to evaluate our business. Our non-GAAP measures are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.
Change in Fiscal Year-End
Due to the change of our fiscal year-end to December 31 from January 31, effective December 31, 2013, the financial and operating information for the three and six months ended June 30, 2013 are presented to allow for comparison between periods.
Consolidation Methods
We present certain financial amounts under the pro-rata consolidation method because we believe this information is useful to investors as this method reflects the manner in which we operate our business. In line with industry practice, we have made a large number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. Under the pro-rata consolidation method, we generally present our investments proportionate to our economic share of ownership. Under GAAP, the full consolidation method is used to report assets and liabilities consolidated at 100% if deemed to be under our control or if we are deemed to be the primary beneficiary of the variable interest entity (“VIE”), even if our ownership is not 100%. We provide reconciliations from the full consolidation method to the pro-rata consolidation method throughout this supplemental package.
FFO
The majority of our peers in the publicly traded real estate industry are Real Estate Investment Trusts ("REITs") and report operations using FFO as defined by the National Association of Real Estate Investment Trusts (“NAREIT”). Although we are not a REIT, we believe it is important to publish this measure to allow for easier comparison of our performance to our peers. The major difference between us and our REIT peers is that we are a taxable entity and any taxable income we generate could result in payment of federal or state income taxes. Our REIT peers typically do not pay federal or state income taxes, but distribute a significant portion of their taxable income to shareholders. Due to our effective tax management policies, we have not historically been a significant payer of income taxes. This has allowed us to retain our internally generated cash flows but has also resulted in large expenses for deferred taxes as required by GAAP.




2

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information

FFO is defined by NAREIT as net earnings excluding the following items at our proportionate share: i) gain (loss) on disposition of rental properties, divisions and other investments (net of tax); ii) non-cash charges for real estate depreciation and amortization; iii) impairment of depreciable real estate (net of tax); iv) extraordinary items (net of tax); and v) cumulative or retrospective effect of change in accounting principle (net of tax).
Operating FFO
In addition to reporting FFO, we report Operating FFO as an additional measure of our operating performance. We believe it is appropriate to adjust FFO for significant items driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the on-going operating performance of our properties. We use Operating FFO as an indicator of continuing operating results in planning and executing our business strategy. Operating FFO should not be considered to be an alternative to net earnings computed under GAAP as an indicator of our operating performance and may not be directly comparable to similarly-titled measures reported by other companies.

We define Operating FFO as FFO adjusted to exclude: i) activity related to our land held for divestiture (including impairment charges); ii) impairment of non-depreciable real estate; iii) write-offs of abandoned development projects; iv) income recognized on state and federal historic and other tax credits; v) gains or losses from extinguishment of debt; vi) change in fair market value of nondesignated hedges; vii) gains or losses on change in control of interests; viii) the adjustment to recognize rental revenues and rental expense using the straight-line method; ix) participation payments to ground lessors on refinancing of our properties; x) other transactional items; xi) the Nets pre-tax FFO; and xii) income taxes on FFO.
NOI
NOI, a non-GAAP measure, is defined as revenues (excluding straight-line rent adjustments) less operating expenses (including depreciation and amortization for non-real estate groups) plus interest income, equity in earnings (loss) of unconsolidated entities (excluding gain (loss) on disposition, gain (loss) on land held for divestiture activity, impairment, interest expense, gain (loss) on extinguishment of debt and depreciation and amortization of unconsolidated entities). We believe NOI provides additional information about our core operations and, along with earnings, is necessary to understand our business and operating results. NOI may not be directly comparable to similarly-titled measures reported by other companies.
Supplemental Operating Information
The operating information contained in this document includes: occupancy data, retail sales data, leasing summaries, comparable NOI, NOI by product type and core market, reconciliation of NOI to earnings (loss) before income taxes, results of operations discussion, reconciliation of net earnings (loss) to FFO, reconciliation of FFO to Operating FFO, Operating FFO bridge and our development pipeline. We believe this information gives interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including stabilized properties that were open and operated in both the three and six months ended June 30, 2014 and 2013.
We believe occupancy data, retail and office lease expirations, contractual rent, mall sales per square foot, leasing spreads on retail and office properties, and other rental rate information on multi-family properties represent meaningful operating statistics about us.
Comparable NOI is useful because it measures the performance of the same stabilized properties on a period-to-period basis and is used to assess operating performance and resource allocation of the operating properties within our strategic business units. While property dispositions, acquisitions or other factors can impact net earnings in the short term, we believe comparable NOI gives a more consistent view of the overall performance of our operating portfolio from quarter-to-quarter and year-to-year. A reconciliation of NOI to earnings (loss) before income taxes, the most comparable financial measure calculated in accordance with GAAP, a reconciliation of NOI to earnings (loss) before income taxes for each strategic business unit and a reconciliation from NOI to comparable NOI are included in this supplemental package.

3

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information


Corporate Headquarters
Forest City Enterprises, Inc.
Terminal Tower
50 Public Square, Suite 1100
Cleveland, Ohio 44113
Annual Report on Form 10-KT
A copy of the Annual Report on Form 10-KT as filed with the Securities and Exchange Commission for the 11 months ended December 31, 2013, as amended on Form 10-KT/A on March 26, 2014, can be found on our website under SEC Filings or may be obtained without charge upon written request to:
Jeffrey B. Linton
Senior Vice President - Corporate Communication
jefflinton@forestcity.net
Website
www.forestcity.net
The information contained on this website is not incorporated herein by reference and does not constitute a part of this supplemental package.
Investor Relations
Jeffrey M. Frericks
Vice President - Capital Markets
Transfer Agent and Registrar
Wells Fargo
Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-9440
(800) 468-9716
www.shareowneronline.com
NYSE Listings
FCEA - Class A Common Stock ($.33 1/3 par value)
FCEB - Class B Common Stock ($.33 1/3 par value)
Dividend Reinvestment and Stock Purchase Plan
We offer our shareholders the opportunity to purchase additional shares of common stock through the Forest City Enterprises, Inc. Dividend Reinvestment and Stock Purchase Plan (the “Plan”) at 97% of current market value. You may obtain a copy of the Plan prospectus and an enrollment card by contacting Wells Fargo Shareowner Services at (800) 468-9716 or by visiting www.shareowneronline.com.


4

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – June 30, 2014 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Assets
 
 
 
 
Real Estate
 
 
 
 
Completed rental properties
 
 
 
 
Residential
$
1,909,687

$
25,212

$
1,070,959

$
2,955,434

Commercial
 
 
 
 
Retail centers
1,610,854


1,701,389

3,312,243

Office buildings
2,657,065

106,846

261,015

2,811,234

Arena
935,418

578,342


357,076

Corporate and other equipment
11,298



11,298

Total completed rental properties
7,124,322

710,400

3,033,363

9,447,285

Projects under construction
 
 
 
 
Residential
285,209

120,065

25,223

190,367

Commercial
 
 
 
 
Retail centers




Office buildings


18,601

18,601

Total projects under construction
285,209

120,065

43,824

208,968

Projects under development
 
 
 
 
Operating properties
19,125


5,788

24,913

Residential
174,844

20,843

177,581

331,582

Commercial
 
 
 
 
Retail centers
30,720


3,356

34,076

Office buildings
94,570

9,384

3,152

88,338

Total projects under development
319,259

30,227

189,877

478,909

Total projects under construction and development
604,468

150,292

233,701

687,877

Land inventory
116,262

5,982

6,890

117,170

Total Real Estate
7,845,052

866,674

3,273,954

10,252,332

Less accumulated depreciation
(1,524,740
)
(73,429
)
(693,685
)
(2,144,996
)
Real Estate, net
6,320,312

793,245

2,580,269

8,107,336

Cash and equivalents
456,924

29,264

63,132

490,792

Restricted cash
239,342

55,579

132,041

315,804

Notes and accounts receivable, net
507,570

34,170

57,887

531,287

Investments in and advances to unconsolidated entities
619,671

(129,623
)
(591,512
)
157,782

Lease and mortgage procurement costs, net
157,486

18,832

88,966

227,620

Prepaid expenses and other deferred costs, net
142,847

14,015

15,515

144,347

Intangible assets, net
107,369


16,192

123,561

Total Assets
$
8,551,521

$
815,482

$
2,362,490

$
10,098,529


5

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – June 30, 2014 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Liabilities and Equity
 
 
 
 
Liabilities
 
 
 
 
Mortgage debt and notes payable, nonrecourse
 
 
 
 
Completed rental properties
 
 
 
 
Residential
$
1,165,822

$
19,605

$
794,655

$
1,940,872

Commercial
 
 
 
 
Retail centers
541,983


1,304,277

1,846,260

Office buildings
1,697,704

73,364

238,166

1,862,506

Arena
454,649

309,105


145,544

Total completed rental properties
3,860,158

402,074

2,337,098

5,795,182

Projects under construction
 
 
 
 
Residential
140,452

50,887

13,106

102,671

Commercial
 
 
 
 
Retail centers




Office buildings


3,309

3,309

Total projects under construction
140,452

50,887

16,415

105,980

Projects under development
 
 
 
 
Operating properties
5,000



5,000

Residential
30,493


68,400

98,893

Commercial
 
 
 
 
Retail centers




Office buildings




Total projects under development
35,493


68,400

103,893

Total projects under construction and development
175,945

50,887

84,815

209,873

Land inventory


8,580

8,580

Total mortgage debt and notes payable, nonrecourse
4,036,103

452,961

2,430,493

6,013,635

Revolving credit facility
308,000



308,000

Convertible senior debt
700,000



700,000

Construction payables
118,062

30,345

30,005

117,722

Operating accounts payable and accrued expenses
590,302

70,152

160,021

680,171

Accrued derivative liability
115,539

13

8,452

123,978

Total Accounts payable, accrued expenses and other liabilities
823,903

100,510

198,478

921,871

Cash distributions and losses in excess of investments in unconsolidated entities
264,618

(24,089
)
(266,481
)
22,226

Deferred income taxes
451,089



451,089

Total Liabilities
6,583,713

529,382

2,362,490

8,416,821

Redeemable Noncontrolling Interest
192,942

192,942



Equity
 
 
 
 
Shareholders’ Equity
 
 
 
 
Shareholders’ equity before accumulated other comprehensive loss
1,598,492



1,598,492

Accumulated other comprehensive loss
(68,446
)


(68,446
)
Total Shareholders’ Equity
1,530,046



1,530,046

Noncontrolling interest
244,820

93,158


151,662

Total Equity
1,774,866

93,158


1,681,708

Total Liabilities and Equity
$
8,551,521

$
815,482

$
2,362,490

$
10,098,529








6

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – December 31, 2013 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Assets
 
 
 
 
Real Estate
 
 
 
 
Completed rental properties
 
 
 
 
Residential
$
1,800,946

$
22,962

$
1,071,445

$
2,849,429

Commercial
 
 
 
 
Retail centers
1,848,072


1,694,443

3,542,515

Office buildings
2,713,461

107,314

272,577

2,878,724

Arena
933,353

577,275


356,078

Corporate and other equipment
11,401



11,401

Total completed rental properties
7,307,233

707,551

3,038,465

9,638,147

Projects under construction
 
 
 
 
Residential
260,579

95,019

64,305

229,865

Commercial
 
 
 
 
Retail centers




Office buildings


13,001

13,001

Total projects under construction
260,579

95,019

77,306

242,866

Projects under development
 
 
 
 
Operating properties
17,474


3,560

21,034

Residential
144,313

20,841

6,049

129,521

Commercial
 
 
 
 
Retail centers
27,284


3,461

30,745

Office buildings
85,829

14,259

3,110

74,680

Total projects under development
274,900

35,100

16,180

255,980

Total projects under construction and development
535,479

130,119

93,486

498,846

Land inventory
128,688

6,575

7,705

129,818

Total Real Estate
7,971,400

844,245

3,139,656

10,266,811

Less accumulated depreciation
(1,469,328
)
(61,112
)
(690,053
)
(2,098,269
)
Real Estate, net
6,502,072

783,133

2,449,603

8,168,542

Cash and equivalents
280,206

26,179

57,704

311,731

Restricted cash and escrowed funds
347,534

82,505

80,244

345,273

Notes and accounts receivable, net
455,561

37,482

51,800

469,879

Investments in and advances to unconsolidated entities
447,165

(247,642
)
(423,838
)
270,969

Lease and mortgage procurement costs, net
167,487

19,583

91,599

239,503

Prepaid expenses and other deferred costs, net
142,465

14,951

12,038

139,552

Intangible assets, net
105,364


16,812

122,176

Development project held for sale
504,171

137,341


366,830

Total Assets
$
8,952,025

$
853,532

$
2,335,962

$
10,434,455


7

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – December 31, 2013 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Liabilities and Equity
 
 
 
 
Liabilities
 
 
 
 
Mortgage debt and notes payable, nonrecourse
 
 
 
 
Completed rental properties
 
 
 
 
Residential
$
1,151,183

$
18,771

$
815,368

$
1,947,780

Commercial
 
 
 
 
Retail centers
866,022


1,327,956

2,193,978

Office buildings
1,711,904

73,966

229,288

1,867,226

Arena
450,560

305,489


145,071

Total completed rental properties
4,179,669

398,226

2,372,612

6,154,055

Projects under construction
 
 
 
 
Residential
135,517

42,569

31,059

124,007

Commercial
 
 
 
 
Retail centers




Office buildings




Total projects under construction
135,517

42,569

31,059

124,007

Projects under development
 
 
 
 
Operating properties
5,000



5,000

Residential
31,320



31,320

Commercial
 
 
 
 
Retail centers




Office buildings




Total projects under development
36,320



36,320

Total projects under construction and development
171,837

42,569

31,059

160,327

Land inventory


8,580

8,580

Total mortgage debt and notes payable, nonrecourse
4,351,506

440,795

2,412,251

6,322,962

Revolving credit facility




Convertible senior debt
700,000



700,000

Construction payables
132,008

34,922

16,669

113,755

Operating accounts payable and accrued expenses
576,805

73,535

165,378

668,648

Accrued derivative liability
123,107

25

7,299

130,381

Total Accounts payable, accrued expenses and other liabilities
831,920

108,482

189,346

912,784

Cash distributions and losses in excess of investments in unconsolidated entities
256,843

(27,049
)
(265,635
)
18,257

Deferred income taxes
485,894



485,894

Mortgage debt, nonrecourse of development project held for sale
228,000

59,669


168,331

Total Liabilities
6,854,163

581,897

2,335,962

8,608,228

Redeemable Noncontrolling Interest
171,743

171,743



Equity
 
 
 
 
Shareholders’ Equity
 
 
 
 
Shareholders’ equity before accumulated other comprehensive loss
1,716,788



1,716,788

Accumulated other comprehensive loss
(76,582
)


(76,582
)
Total Shareholders’ Equity
1,640,206



1,640,206

Noncontrolling interest
285,913

99,892


186,021

Total Equity
1,926,119

99,892


1,826,227

Total Liabilities and Equity
$
8,952,025

$
853,532

$
2,335,962

$
10,434,455


8

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statement of Operations – Three Months Ended June 30, 2014 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Revenues
 
 
 
 
 
Rental
$
130,562

$
3,671

$
69,873

$
136

$
196,900

Tenant recoveries
25,542

1,391

19,160

(97
)
43,214

Service and management fees
10,916

27

2,157


13,046

Parking and other
12,520

228

5,440


17,732

Arena
24,572

11,090



13,482

Land sales
18,537

1,791

1,571


18,317

Subsidized Senior Housing


10,850


10,850

Military Housing
6,988

(31
)
1,433


8,452

Total revenues
229,637

18,167

110,484

39

321,993

Expenses
 
 
 
 
 
Property operating and management
89,637

1,546

26,177

181

114,449

Real estate taxes
19,548

750

9,739

(1,930
)
26,607

Ground rent
2,174

87

2,987


5,074

Arena operating
14,818

6,609



8,209

Cost of land sales
7,837

655

985


8,167

Subsidized Senior Housing operating


6,953


6,953

Military Housing operating
1,734

(24
)
725


2,483

Corporate general and administrative
10,059




10,059

 
145,807

9,623

47,566

(1,749
)
182,001

Depreciation and amortization
59,318

4,747

22,180


76,751

Write-offs of abandoned development projects and demolition costs
933




933

Impairment of real estate
129,829




129,829

Total expenses
335,887

14,370

69,746

(1,749
)
389,514

Operating income (loss)
(106,250
)
3,797

40,738

1,788

(67,521
)
Interest expense
(57,153
)
(5,848
)
(27,905
)
(55
)
(79,265
)
Amortization of mortgage procurement costs
(1,768
)
(87
)
(788
)

(2,469
)
Loss on extinguishment of debt
(714
)

(44
)
(431
)
(1,189
)
Interest and other income
12,375

566

(372
)

11,437

Net loss on disposition of partial interest in development project
(19,590
)
(3,379
)


(16,211
)
Net gain on disposition of full or partial interests in rental properties


16,090

1,276

17,366

Earnings (loss) before income taxes
(173,100
)
(4,951
)
27,719

2,578

(137,852
)
Income tax expense (benefit)
 
 
 
 
 
Current
(30,435
)


1,928

(28,507
)
Deferred
(16,512
)


(490
)
(17,002
)
 
(46,947
)


1,438

(45,509
)
 
 
 
 
 
 
Earnings (loss) from unconsolidated entities, gross of tax
27,168

98

(27,719
)

(649
)
Earnings (loss) from continuing operations
(98,985
)
(4,853
)

1,140

(92,992
)
Discontinued operations, net of tax:
 
 
 
 
 
Operating earnings from rental properties
797



(797
)

Gain on disposition of rental properties
343



(343
)

 
1,140



(1,140
)

Net loss
(97,845
)
(4,853
)


(92,992
)
Noncontrolling interests
 
 
 
 
 
Loss from continuing operations attributable to noncontrolling interests, gross of tax
4,853

4,853




 
 
 
 
 
 
Net loss attributable to Forest City Enterprises, Inc.
$
(92,992
)
$

$

$

$
(92,992
)





9

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statement of Operations – Six Months Ended June 30, 2014 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Revenues
 
 
 
 
 
Rental
$
258,483

$
7,390

$
142,097

$
4,015

$
397,205

Tenant recoveries
59,064

3,289

37,156

1,377

94,308

Service and management fees
23,903

77

3,605


27,431

Parking and other
24,668

491

11,057

36

35,270

Arena
59,929

27,040



32,889

Land sales
35,244

3,462

2,441

1,601

35,824

Subsidized Senior Housing


21,740


21,740

Military Housing
17,883

1,358

2,846


19,371

Total revenues
479,174

43,107

220,942

7,029

664,038

Expenses
 
 
 
 
 
Property operating and management
190,728

3,360

55,258

2,539

245,165

Real estate taxes
39,754

1,607

18,550

(667
)
56,030

Ground rent
4,054

175

7,134


11,013

Arena operating
38,294

17,112



21,182

Cost of land sales
14,202

1,258

990

1,142

15,076

Subsidized Senior Housing operating


14,625


14,625

Military Housing operating
8,258

1,311

1,523


8,470

Corporate general and administrative
21,620




21,620

 
316,910

24,823

98,080

3,014

393,181

Depreciation and amortization
114,327

9,362

42,983

986

148,934

Write-offs of abandoned development projects and demolition costs
933




933

Impairment of real estate
129,829




129,829

Total expenses
561,999

34,185

141,063

4,000

672,877

Operating income (loss)
(82,825
)
8,922

79,879

3,029

(8,839
)
Interest expense
(119,605
)
(12,376
)
(55,905
)
(5,538
)
(168,672
)
Amortization of mortgage procurement costs
(3,893
)
(250
)
(1,589
)
(41
)
(5,273
)
Loss on extinguishment of debt
(878
)

(296
)
(448
)
(1,622
)
Interest and other income
23,878

1,032

196


23,042

Net loss on disposition of partial interest in development project
(19,590
)
(3,379
)


(16,211
)
Net gain (loss) on disposition of full or partial interests in rental properties
(467
)

40,886

28,042

68,461

Earnings (loss) before income taxes
(203,380
)
(6,051
)
63,171

25,044

(109,114
)
Income tax expense (benefit)
 
 
 
 
 
Current
5,499



3,675

9,174

Deferred
(48,515
)


8,407

(40,108
)
 
(43,016
)


12,082

(30,934
)
Net gain on change in control of interests
2,759




2,759

Earnings (loss) from unconsolidated entities, gross of tax
61,197

77

(63,171
)

(2,051
)
Earnings (loss) from continuing operations
(96,408
)
(5,974
)

12,962

(77,472
)
Discontinued operations, net of tax
 
 
 
 
 
Operating loss from rental properties
(1,844
)
(8
)

1,836


Gain on disposition of rental properties
14,856

58


(14,798
)

 
13,012

50


(12,962
)

Net loss
(83,396
)
(5,924
)


(77,472
)
Noncontrolling interests
 
 
 
 
 
Loss from continuing operations attributable to noncontrolling interests, gross of tax
5,974

5,974




Earnings from discontinued operations attributable to noncontrolling interests
(50
)
(50
)



 
5,924

5,924




Net loss attributable to Forest City Enterprises, Inc.
$
(77,472
)
$

$

$

$
(77,472
)

10

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statement of Operations – Three Months Ended June 30, 2013 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Revenues
 
 
 
 
 
Rental
$
149,781

$
4,836

$
64,265

$
14,830

$
224,040

Tenant recoveries
35,080

1,547

14,543

5,874

53,950

Service and management fees
15,629

20

1,245

40

16,894

Parking and other
13,381

282

6,409

431

19,939

Arena
26,853

11,460



15,393

Land sales
26,681

765



25,916

Subsidized Senior Housing


10,849


10,849

Military Housing
10,510

1,070

1,363


10,803

Total revenues
277,915

19,980

98,674

21,175

377,784

Expenses
 
 
 
 
 
Property operating and management
107,554

2,083

26,144

7,814

139,429

Real estate taxes
22,384

846

8,068

2,156

31,762

Ground rent
1,904

96

3,594


5,402

Arena operating
21,898

9,094



12,804

Cost of land sales
13,428

318

24

190

13,324

Subsidized Senior Housing operating


6,857


6,857

Military Housing operating
6,360

1,055

738


6,043

Corporate general and administrative
13,478




13,478

 
187,006

13,492

45,425

10,160

229,099

Depreciation and amortization
80,452

4,353

18,287

4,207

98,593

Write-offs of abandoned development projects
657




657

Impairment of real estate
1,175




1,175

Net gain on land held for divestiture activity
(1,121
)

(682
)

(1,803
)
Total expenses
268,169

17,845

63,030

14,367

327,721

Operating income
9,746

2,135

35,644

6,808

50,063

 
 
 
 
 
 
Interest expense
(83,096
)
(7,284
)
(23,845
)
(3,840
)
(103,497
)
Amortization of mortgage procurement costs
(2,526
)
(173
)
(754
)
(180
)
(3,287
)
Loss on extinguishment of debt
(4,975
)

(7
)

(4,982
)
Interest and other income
11,775

476

128

112

11,539

Loss on disposition of rental properties


(1,510
)

(1,510
)
Earnings (loss) before income taxes
(69,076
)
(4,846
)
9,656

2,900

(51,674
)
Income tax expense (benefit)
 
 
 
 
 
Current
(5,858
)


1,606

(4,252
)
Deferred
(12,612
)


(483
)
(13,095
)
 
(18,470
)


1,123

(17,347
)
Net gain on change in control of interests
2,762




2,762

Earnings (loss) from unconsolidated entities, gross of tax
 
 
 
 
 
Equity in earnings (loss)
4,445

(1,154
)
(8,974
)

(3,375
)
Net gain on land held for divestiture activity
682


(682
)


 
5,127

(1,154
)
(9,656
)

(3,375
)
Earnings (loss) from continuing operations
(42,717
)
(6,000
)

1,777

(34,940
)
Discontinued operations, net of tax:
 
 
 
 
 
Operating earnings from rental properties
1,825

48


(1,777
)

Net loss
(40,892
)
(5,952
)


(34,940
)
Noncontrolling interests
 
 
 
 
 
Loss from continuing operations attributable to noncontrolling interests, gross of tax
6,000

6,000




Earnings from discontinued operations attributable to noncontrolling interests
(48
)
(48
)



 
5,952

5,952




Net loss attributable to Forest City Enterprises, Inc.
$
(34,940
)
$

$

$

$
(34,940
)

11

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statement of Operations – Six Months Ended June 30, 2013 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Revenues
 
 
 
 
 
Rental
$
297,728

$
9,386

$
131,485

$
28,538

$
448,365

Tenant recoveries
83,991

4,896

29,521

10,222

118,838

Service and management fees
28,408

101

2,651

103

31,061

Parking and other
26,833

644

11,487

817

38,493

Arena
50,993

22,975



28,018

Land sales
34,469

1,544


6,600

39,525

Subsidized Senior Housing


21,738


21,738

Military Housing
25,459

4,175

2,719


24,003

Total revenues
547,881

43,721

199,601

46,280

750,041

Expenses
 
 
 
 
 
Property operating and management
225,358

6,023

54,255

16,048

289,638

Real estate taxes
44,609

1,655

16,351

4,659

63,964

Ground rent
4,003

192

6,952


10,763

Arena operating
40,310

17,901



22,409

Cost of land sales
17,532

712

33

5,290

22,143

Subsidized Senior Housing operating


14,445


14,445

Military Housing operating
14,924

3,959

1,495


12,460

Corporate general and administrative
24,537




24,537

 
371,273

30,442

93,531

25,997

460,359

Depreciation and amortization
148,256

8,799

36,625

8,504

184,586

Write-offs of abandoned development projects
13,553




13,553

Impairment of real estate
1,175




1,175

Net (gain) loss on land held for divestiture activity
(12,308
)
4,588

(2,511
)

(19,407
)
Total expenses
521,949

43,829

127,645

34,501

640,266

Operating income (loss)
25,932

(108
)
71,956

11,779

109,775

 
 
 
 
 
 
Interest expense
(164,579
)
(14,416
)
(49,384
)
(7,822
)
(207,369
)
Amortization of mortgage procurement costs
(5,267
)
(345
)
(1,537
)
(361
)
(6,820
)
Gain (loss) on extinguishment of debt
(4,948
)

811

(36
)
(4,173
)
Interest and other income
22,425

902

263

226

22,012

Gain on disposition of rental properties


(1,510
)
15,636

14,126

Earnings (loss) before income taxes
(126,437
)
(13,967
)
20,599

19,422

(72,449
)
Income tax expense (benefit)
 
 
 
 
 
Current
(40,130
)


3,733

(36,397
)
Deferred
12,995



4,030

17,025

 
(27,135
)


7,763

(19,372
)
Net gain on change in control of interests
2,762




2,762

Earnings (loss) from unconsolidated entities, gross of tax
 
 
 
 
 
Equity in earnings (loss)
12,756

(1,116
)
(18,088
)

(4,216
)
Net gain on land held for divestiture activity
2,511


(2,511
)


 
15,267

(1,116
)
(20,599
)

(4,216
)
Earnings (loss) from continuing operations
(81,273
)
(15,083
)

11,659

(54,531
)
Discontinued operations, net of tax
 
 
 
 
 
Operating earnings from rental properties
2,380

64


(2,316
)

Gain on disposition of rental properties
15,178

5,835


(9,343
)

 
17,558

5,899


(11,659
)

Net loss
(63,715
)
(9,184
)


(54,531
)
Noncontrolling interests
 
 
 
 
 
Loss from continuing operations attributable to noncontrolling interests, gross of tax
15,083

15,083




Earnings from discontinued operations attributable to noncontrolling interests
(5,899
)
(5,899
)



 
9,184

9,184




Net loss attributable to Forest City Enterprises, Inc.
$
(54,531
)
$

$

$

$
(54,531
)
Preferred dividends
(185
)



(185
)
Net loss attributable to Forest City Enterprises, Inc. common shareholders
$
(54,716
)
$

$

$

$
(54,716
)

12

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – June 30, 2014
The following represents components of our business relevant to calculate Net Asset Value (“NAV”), a non-GAAP measure. There is no directly comparable GAAP financial measure to NAV. We consider NAV to be a useful supplemental measure which assists both management and investors to estimate the fair value of our Company. The calculation of the net asset value involves significant estimates and can be calculated using various methods. Each individual investor must determine the specific methodology, assumptions and estimates to use to arrive at an estimated NAV of the Company.
The components of NAV do not consider the potential changes in rental and fee income streams or development platform. The components include non-GAAP financial measures, such as NOI and information related to our rental properties business prepared using the pro-rata consolidation method. Although these measures are not presented in accordance with GAAP, investors can use these non-GAAP measures as supplementary information to evaluate our business. The non-GAAP measures presented are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.
Net Asset Value Components - June 30, 2014
Completed Rental Properties
 
Q2 2014
 
Net Stabilized
 
Stabilized
 
Annualized
 
Nonrecourse
(Dollars in millions at pro-rata)
NOI (1)
 
Adjustments (2)
 
NOI
 
Stabilized NOI (3)
 
Debt (4)(5)
Commercial Real Estate
A
 
B
 
=A+B
 

 
 
Retail
 
 

 
 
 


 
 
Regional Malls
$
31.5

 
$
3.8

 
$
35.3

 
$
141.2

 
$
(1,335.2
)
Specialty Retail Centers
13.9

 
(0.5
)
 
13.4

 
53.6

 
(511.1
)
Subtotal Retail
$
45.4

 
$
3.3

 
$
48.7

 
$
194.8

 
$
(1,846.3
)
Office
 
 


 
 
 


 
 
Life Science
$
13.7

 
$

 
$
13.7

 
$
54.8

 
$
(378.6
)
New York
34.5

 
0.4

 
34.9

 
139.6

 
(1,233.8
)
Central Business District
5.0

 

 
5.0

 
20.0

 
(96.2
)
Suburban/Other
3.9

 

 
3.9

 
15.6

 
(153.9
)
Subtotal Office
$
57.1

 
$
0.4

 
$
57.5

 
$
230.0

 
$
(1,862.5
)
Arena
$
4.9

 
$
4.1

 
$
9.0

 
$
35.8

 
$
(145.5
)
Residential Real Estate
 
 
 
 
 
 
 
 
 
Apartments, Core Markets
$
30.2

 
$
3.7

 
$
33.9

 
$
135.6

 
$
(1,423.9
)
Apartments, Non-Core Markets
11.1

 
1.4

 
12.5

 
50.0

 
(431.1
)
Subsidized Senior Housing
3.7

 
0.4

 
4.1

 
16.4

 
(117.0
)
Military Housing
5.7

 
(1.9
)
 
3.8

 
15.0

 
(28.8
)
 
 
 
 
 
 
 
 
 
 
Subtotal Rental Properties
$
158.1

 
$
11.4

 
$
169.5

 
$
677.6

 
$
(5,855.1
)
Other
(11.5
)
 
2.7

 
(8.8
)
 
(35.0
)
 

Total Rental Properties
$
146.6

 
$
14.1

 
$
160.7

 
$
642.6

 
$
(5,855.1
)
 
Development Pipeline
  
 
  
 
  
 
Book Value (4)
 
 
Projects under construction (5)
 
$
134.1

 
$
(46.1
)
Projects under development
 
$
478.9

 
$
(103.9
)
Land inventory
 
$
117.2

 
$
(8.6
)
Other Tangible Assets
Cash and equivalents
 
$
490.8

 
 
Restricted cash and escrowed funds
 
$
315.8

 
 
Notes and accounts receivable, net (6)
 
$
531.3

 
 
Net investments and advances to unconsolidated entities
 
$
135.6

 
 
Prepaid expenses and other deferred costs, net
 
$
144.3

 
 
Recourse Debt and Other Liabilities
Revolving credit facility
 
$
(308.0
)
 
 
Convertible senior debt
 
$
(700.0
)
 
 
Less: convertible debt
 
$
700.0

 
 
Construction payables
 
$
(117.7
)
 
 
Operating accounts payable and accrued expenses (7)
 
$
(680.2
)
 
 
Weighted Average Shares Outstanding - Diluted
Number of shares for the three months ended June 30, 2014 (in millions)
 
235.5

 
 

13

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – June 30, 2014 (continued)
(1)
Q2 2014 NOI is reconciled to NOI at full consolidation by Product Group for the three months ended June 30, 2014 in the Supplemental Operating Information section of this supplemental package.
(2)
The net stabilized adjustments column represents net adjustments required to arrive at an estimated annualized stabilized NOI for those properties currently in initial lease-up periods, net of the removal of partial period NOI for recently sold properties. The following properties are currently in their initial lease-up periods:
        
Property
Cost at Full
Consolidation (GAAP)
Cost at FCE
Pro-Rata Share
(Non-GAAP)
Lease
Commitment %
as of July 30, 2014
 
(in millions)
 
Apartments:
 
 
 
Radian
$
0.0

$
64.2

23%; Retail: 100%
The Yards - Twelve12
$
120.2

$
120.2

43%; Retail: 96%
The Continental
$
54.8

$
54.8

97%
1111 Stratford (Non-Core Market)
$
23.9

$
23.9

89%
Aster Conservatory Green
$
49.5

$
44.6

68%
Specialty Retail Centers:
 
 
 
The Yards - Boilermaker Shops
$
21.9

$
21.9

52%
The Yards - Lumber Shed
$
15.5

$
15.5

89%
Regional Mall:
 
 
 
Westchester's Ridge Hill
$
891.1

$
891.1

65%/75%
a)
NOI for Radian, The Yards - Twelve12, The Continental, 1111 Stratford, Aster Conservatory Green, The Yards - Boilermaker Shops and The Yards - Lumber Shed is reflected at 5% of the pro-rata cost disclosed in the table above. This assumption does not reflect Forest City’s anticipated NOI, but rather is used in order to establish a hypothetical basis for valuation of leased-up properties.
b)
NOI for Westchester's Ridge Hill is reflected at 4% of the pro-rata cost disclosed in the table above. This assumption does not reflect Forest City’s anticipated NOI, but rather is used in order to establish a hypothetical basis for valuation of leased-up properties. The lease commitment percentage above represents approximately 874,000 square feet of leases that have been signed, representing 65% of the total 1,336,000 square feet after construction is complete. The leased percentage excluding Parcel L is 75%. Parcel L is a self contained pad site at the southern end of the center and has been assumed to be leased in the future predominantly to a single retail tenant in its own phase. Given its location on the end of the site, the lease commitment percentage has been presented both with and without the anticipated square footage for Parcel L in the denominator of Gross Leasable Area.
c)
Annual NOI for the Arena is expected to stabilize at approximately $65 million at full consolidation in the 2016 calendar year. Based on the partnership agreement, we expect to receive 55% of the NOI allocation until certain member loans are repaid. Therefore, we have included a stabilization adjustment to the Q2 2014 NOI to arrive at an annual stabilized NOI of $35.8 million.
In addition, we include stabilization adjustments to the Q2 2014 NOI as follows:
d)
Due to the temporary decline in occupancy at One Pierrepont Plaza (New York Office), we have included a stabilization adjustment to the Q2 2014 NOI to arrive at our estimate of stabilized NOI.
e)
Due to ongoing or planned renovations at Ballston Common Mall (Regional Mall) and Heritage (Apartments), we have included stabilization adjustments to the Q2 2014 NOI to arrive at our estimate of stabilized NOI.
f)
Due to quarterly fluctuations of NOI as a result of distribution restrictions from our limited-distribution subsidized senior housing properties, we have included a stabilization adjustment to the Q2 2014 NOI to arrive at our estimate of stabilized NOI.
g)
At the conclusion of the initial development period at each of our military housing communities, we estimate the ongoing property and asset management fees, net of operating expenses, to be $15.0 million.
h)
Other excludes write-offs of abandoned development projects and demolition costs of $0.9 million, tax credit income of $5.5 million and certain variable development and operating overhead.
The net stabilized adjustments are not comparable to any GAAP measure and therefore do not have a reconciliation to the nearest comparable GAAP measure.
(3)
Pro-rata annualized stabilized NOI is calculated by taking the Q2 2014 stabilized NOI times a multiple of four.
(4)
Amounts are derived from the respective pro-rata balance sheet line item as of June 30, 2014 and are reconciled to their GAAP equivalents in the Selected Financial Information section of this supplemental package.
(5)
The Yards - Twelve12 has $74.9 million of project costs and $59.9 million of related mortgage debt at pro-rata consolidation recorded in projects under construction in our balance sheet at June 30, 2014, due to the property's phased opening. For NAV component purposes, these respective project costs and associated mortgage debt have been reclassed from the "Projects under construction" to the "Completed Rental Properties" section, since all NOI for the property is included in the "Completed Rental Properties" section through the net stabilized adjustments column.
(6)
Includes $165.5 million of straight-line rent receivable (net of $10.6 million of allowance for doubtful accounts).
(7)
Includes $36.9 million of straight-line rent payable.

14

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Occupancy Data - June 30, 2014 and 2013
Retail and office occupancy data presented below represents leased occupancy at the end of the quarter. Leased occupancy percentage is calculated by dividing the sum of the total tenant occupied space under the lease and vacant space under lease by gross leasable area ("GLA"). Occupancy data includes leases with original terms of one year or less.
 
Leased Occupancy as of June 30,
Retail
2014
2013
Comparable
94.2%
94.0%
Total
91.8%
91.8%
Office
 
 
Comparable
92.1%
92.6%
Total
91.7%
91.3%
Residential occupancy data represents economic occupancy, which is calculated by dividing the period-to-date gross potential rent less vacancy by gross potential rent. Residential occupancy data excludes military and limited-distribution subsidized senior housing units.
 
Economic Occupancy
 
Six Months Ended June 30,
Residential 
2014
2013
Comparable
94.7%
94.7%
Total
92.2%
93.5%
The graph below provides comparable leased occupancy data as reported in previous quarters. Prior period amounts may differ from above because the properties that qualify as comparable change from period to period.
Comparable Occupancy Percentage Recap

15

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information




Retail Sales Data
The following provides retail sales data for small shop inline tenants at our regional malls. We believe this data allows investors to better understand the productivity of our small shop inline tenants.
The graph below represents regional mall sales for tenants that were open and operating for the duration of each rolling 12-month period presented. Those tenants that have begun and/or ceased operations in the rolling 12-month periods shown are not included.

FCE Regional Mall Sales per Square Foot (1) (2) 
Rolling 12-month basis for periods presented


(1)
All sales data is derived from schedules provided by our tenants and is not subject to the same internal control and verification procedures that are applied to the other data supplied in this supplemental package.

(2)
The increases for the rolling 12-months ended March 31, 2014 and December 31, 2013 over prior periods are primarily due to the exclusion of sales data at Orchard Town Center (disposed Q4-13) and Promenade Bolingbrook (classified as held for sale as of March 31, 2014 and disposed Q2-14). With a comparable exclusion of Orchard Town Center and Promenade Bolingbrook sales data, sales per square foot for the rolling 12-months ended September 30, 2013 and December 31, 2013, would have been $505 and $511, respectively.


16

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Leasing Summary
Retail Centers
The following tables represent those new leases and GLA signed and rent per square foot ("SF") on the same space in which there was a former tenant and existing tenant renewals.
Regional Malls
Calendar Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q3 2013
37

 
98,124

 
$
55.10

 
$
46.70

 
18.0
%
 
Q4 2013
24

 
79,493

 
$
59.29

 
$
49.53

 
19.7
%
 
Q1 2014
32

 
114,132

 
$
52.60

 
$
42.93

 
22.5
%
 
Q2 2014
60

 
152,130

 
$
82.45

 
$
63.13

 
30.6
%
 
Total
153

 
443,879

 
$
64.89

 
$
51.96

 
24.9
%
 
 
 
 
 
 
 
 
 
 
 
 
Specialty Retail Centers
Calendar Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q3 2013
4

 
33,643

 
$
36.19

 
$
42.09

 
(14.0
)%
 
Q4 2013
3

 
4,905

 
$
31.46

 
$
30.24

 
4.0
 %
 
Q1 2014
2

 
8,994

 
$
34.14

 
$
35.37

 
(3.5
)%
 
Q2 2014
18

 
120,433

 
$
50.68

 
$
44.01

 
15.2
 %
 
Total
27

 
167,975

 
$
46.28

 
$
42.72

 
8.3
 %
 
 
 
 
 
 
 
 
 
 
 
 

Office Buildings
The following table represent those new leases and GLA signed on the same space in which there was a former tenant and existing tenant renewals along with all other new leases signed within the rolling 12-month period.

 
Same-Space Leases
 
Other New Leases
 
 
Calendar Quarter
Number
of Leases
Signed
GLA
Signed
Contractual
Rent Per
SF (1)
Expired 
Rent Per
SF (1)
Cash Basis 
% Change
over Prior
Rent
 
Number
of Leases
Signed
GLA
Signed
Contractual
Rent Per
SF (1)
 
Total GLA
Signed
Q3 2013
22

75,276

$
19.19

$
23.34

(17.8
)%
 
6

21,107

$
17.95

 
96,383

Q4 2013
27

120,088

$
18.74

$
17.63

6.3
 %
 
5

15,468

$
18.50

 
135,556

Q1 2014
19

190,669

$
47.26

$
43.21

9.4
 %
 
4

11,324

$
20.82

 
201,993

Q2 2014
20

189,441

$
26.64

$
23.89

11.5
 %
 
5

40,891

$
24.94

 
230,332

Total
88

575,474

$
30.80

$
28.91

6.5
 %
 
20

88,790

$
21.63

 
664,264

 
 
 
 
 
 
 
 
 
 
 
 

(1)
Retail and Office contractual rent per square foot includes base rent and fixed additional charges for common area maintenance and real estate taxes as of rental commencement. Retail contractual rent per square foot also includes fixed additional marketing/promotional charges. For all expiring leases, contractual rent per square foot includes any applicable escalations.




17

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information



Apartment Communities
The following tables present leasing information of our Apartment Communities. Prior period amounts may differ from data as reported in previous quarters since the properties that qualify as comparable change from period to period.

Quarterly Comparison
 
 
 
Monthly Average Residential Rental Rates (2)
 
Economic Residential Occupancy
Comparable Apartment
Leasable Units
 
Three Months Ended June 30,
 
 
Three Months Ended June 30,
 
Communities (1)
at Pro-Rata % (3)
 
2014
2013
% Change
 
2014
2013
% Change
Core Markets
8,190

 
$
1,839

$
1,767

4.1
%
 
95.8
%
95.2
%
0.6
%
Non-Core Markets
8,550

 
$
965

$
942

2.4
%
 
94.1
%
94.4
%
(0.3
)%
Total Comparable Apartments
16,740

 
$
1,392

$
1,345

3.5
%
 
95.2
%
94.9
%
0.3
%
 
 
 
 
 
 
 
 
 
 

Year-to-Date Comparison
 
 
 
Monthly Average Residential Rental Rates (2)
 
Economic Residential Occupancy
Comparable Apartment
Leasable Units
 
Six Months Ended June 30,
 
 
Six Months Ended June 30,
 
Communities (1)
at Pro-Rata % (3)
 
2014
2013
% Change
 
2014
2013
% Change
Core Markets
8,190

 
$
1,830

$
1,762

3.9
%
 
95.3
%
95.1
%
0.2
%
Non-Core Markets
8,550

 
$
961

$
938

2.5
%
 
93.6
%
94.0
%
(0.4
)%
Total Comparable Apartments
16,740

 
$
1,386

$
1,341

3.4
%
 
94.7
%
94.7
%

 
 
 
 
 
 
 
 
 
 

Sequential Comparison
 
 
 
Monthly Average Residential Rental Rates (2)
 
Economic Residential Occupancy
 
 
 
Three Months Ended
 
 
Three Months Ended
 
Comparable Apartment
Leasable Units
 
June 30,
March 31,
 
 
June 30,
March 31,
 
Communities (1)
at Pro-Rata % (3)
 
2014
2014
% Change
 
2014
2014
% Change
Core Markets
8,709

 
$
1,843

$
1,823

1.1
%
 
95.8
%
95.0
%
0.8
%
Non-Core Markets
8,550

 
$
965

$
957

0.8
%
 
94.1
%
93.1
%
1.0
%
Total Comparable Apartments
17,259

 
$
1,408

$
1,394

1.0
%
 
95.2
%
94.4
%
0.8
%
 
 
 
 
 
 
 
 
 
 

(1)
Includes stabilized apartment communities completely opened and operated in the periods presented. These apartment communities include units leased at affordable apartment rates which provide a discount from average market rental rates. For the three months ended June 30, 2014, 18.7% of leasable units in core markets and 3.8% of leasable units in non-core markets were affordable housing units. Excludes all military and limited-distribution subsidized senior housing units.
(2)
Represents gross potential rent less concessions.
(3)
Leasable units at pro-rata represent our share of comparable leasable units at the apartment community.

18

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information






















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19

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Comparable NOI - Pro-Rata (% change over same period prior year)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2014
 
June 30, 2014
Retail
2.3
%
 
(0.6
)%
Office
7.1
%
 
4.8
 %
Apartments
4.6
%
 
5.2
 %
Total
5.0
%
 
3.4
 %

The tables below provide the percentage change of Comparable NOI as reported in previous quarters. GAAP reconciliations for previous quarters can be found in prior supplemental packages furnished with the Securities and Exchange Commission and are available on our website at www.forestcity.net.
Quarterly Historical Trends
 
 
 
 
Annual Historical Trends
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
11 Months Ended
 
Years Ended
 
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
October 31, 2013
 
July 31, 2013
 
 
 
December 31, 2013
 
January 31, 2013
 
January 31, 2012
 
Retail
2.3
%
 
(2.7
)%
 
3.6
 %
 
0.5
 %
 
3.5
 %
 
 
Retail
3.6
 %
 
2.1
%
 
2.6
 %
 
Office
7.1
%
 
1.6
 %
 
(9.3
)%
 
(4.0
)%
 
(4.7
)%
 
 
Office
(6.4
)%
 
2.1
%
 
(2.6
)%
 
Apartments
4.6
%
 
5.5
 %
 
3.3
 %
 
5.3
 %
 
7.1
 %
 
 
Apartments
4.7
 %
 
7.3
%
 
7.3
 %
 
Total
5.0
%
 
1.5
 %
 
(2.0
)%
 
(0.1
)%
 
1.1
 %
 
 
Total
(0.2
)%
 
3.2
%
 
1.4
 %
 





20

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


 
Net Operating Income (in thousands)
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
% Change
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
Retail
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
$
64,272

$

$

$
64,272

 
$
63,793

$

$

$
63,793

0.8
 %
0.8
 %
Adjusted operating expenses
27,846



27,846

 
28,173



28,173

(1.2
)%
(1.2
)%
Comparable NOI
36,426



36,426

 
35,620



35,620

2.3
 %
2.3
 %
Non-Comparable NOI
7,113


1,808

8,921

 
17,228

1,252

5,796

21,772

 
 
Total
43,539


1,808

45,347

 
52,848

1,252

5,796

57,392

 
 
Office Buildings
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
103,282

4,439


98,843

 
98,237

4,385


93,852

5.1
 %
5.3
 %
Adjusted operating expenses
43,293

2,196


41,097

 
41,977

2,060


39,917

3.1
 %
3.0
 %
Comparable NOI
59,989

2,243


57,746

 
56,260

2,325


53,935

6.6
 %
7.1
 %
Non-Comparable NOI
(661
)
(39
)

(622
)
 
1,630

184

2,633

4,079

 
 
Total
59,328

2,204


57,124

 
57,890

2,509

2,633

58,014

 
 
Apartments
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
73,333

615


72,718

 
71,405

606


70,799

2.7
 %
2.7
 %
Adjusted operating expenses
32,103

217


31,886

 
31,928

176


31,752

0.5
 %
0.4
 %
Comparable NOI
41,230

398


40,832

 
39,477

430


39,047

4.4
 %
4.6
 %
Non-Comparable NOI
855

360


495

 
496

300


196

 
 
Total
42,085

758


41,327

 
39,973

730


39,243

 
 
Arena
9,357

4,481


4,876

 
4,955

2,366


2,589

 
 
Subsidized Senior Housing
3,839

153


3,686

 
3,916

161


3,755

 
 
Military Housing
5,701

(6
)

5,707

 
4,851

16


4,835

 
 
Hotels




 
1,240


2,425

3,665

 
 
Land sales (1)
488

13


475

 
8,942


(190
)
8,752

 
 
Write-offs of abandoned development projects and demolition costs
(933
)


(933
)
 
(657
)


(657
)
 
 
Other (2)
(10,795
)
210


(11,005
)
 
(17,126
)
(1,544
)
225

(15,357
)
 
 
Total Rental Properties
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
240,887

5,054


235,833

 
233,435

4,991


228,444

3.2
 %
3.2
 %
Adjusted operating expenses
103,242

2,413


100,829

 
102,078

2,236


99,842

1.1
 %
1.0
 %
Comparable NOI
137,645

2,641


135,004

 
131,357

2,755


128,602

4.8
 %
5.0
 %
Non-Comparable NOI
14,964

5,172

1,808

11,600

 
25,475

2,735

10,889

33,629

 
 
Total
152,609

7,813

1,808

146,604

 
156,832

5,490

10,889

162,231

 
 
Land Development Group
13,635

1,395


12,240

 
6,271

630


5,641

 
 
Corporate Activities
(10,928
)


(10,928
)
 
(16,584
)
(310
)

(16,274
)
 
 
Grand Total
$
155,316

$
9,208

$
1,808

$
147,916

 
$
146,519

$
5,810

$
10,889

$
151,598

 
 
(1)
Includes $8,927 of NOI generated from certain non-outlot land sales at full and pro-rata consolidation for the three months ended June 30, 2013.
(2)
Includes non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income.


21

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


 
Net Operating Income (in thousands)
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
% Change
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
Retail
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
$
129,534

$

$

$
129,534

 
$
128,713

$

$

$
128,713

0.6
 %
0.6
 %
Adjusted operating expenses
58,583



58,583

 
57,299



57,299

2.2
 %
2.2
 %
Comparable NOI
70,951



70,951

 
71,414



71,414

(0.6
)%
(0.6
)%
Non-Comparable NOI
13,739


3,678

17,417

 
39,113

2,448

10,909

47,574

 
 
Total
84,690


3,678

88,368

 
110,527

2,448

10,909

118,988

 
 
Office Buildings
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
204,627

9,261


195,366

 
198,193

8,889


189,304

3.2
 %
3.2
 %
Adjusted operating expenses
88,210

4,611


83,599

 
86,978

4,354


82,624

1.4
 %
1.2
 %
Comparable NOI
116,417

4,650


111,767

 
111,215

4,535


106,680

4.7
 %
4.8
 %
Non-Comparable NOI
(1,972
)
83

(43
)
(2,098
)
 
918

111

4,691

5,498

 
 
Total
114,445

4,733

(43
)
109,669

 
112,133

4,646

4,691

112,178

 
 
Apartments
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
144,834

1,211


143,623

 
141,011

1,201


139,810

2.7
 %
2.7
 %
Adjusted operating expenses
65,024

463


64,561

 
65,050

402


64,648

0.0
 %
(0.1
)%
Comparable NOI
79,810

748


79,062

 
75,961

799


75,162

5.1
 %
5.2
 %
Non-Comparable NOI
3,560

846


2,714

 
(657
)
675

181

(1,151
)
 
 
Total
83,370

1,594


81,776

 
75,304

1,474

181

74,011

 
 
Arena
21,221

9,928


11,293

 
10,683

5,074


5,609

 
 
Subsidized Senior Housing
7,081

143


6,938

 
7,290

205


7,085

 
 
Military Housing
10,680

47


10,633

 
11,952

217


11,735

 
 
Hotels




 
1,391


2,494

3,885

 
 
Land sales (1)
488

13

459

934

 
8,942


1,310

10,252

 
 
Write-offs of abandoned development projects and demolition costs
(933
)


(933
)
 
(13,553
)


(13,553
)
 
 
Other (2)
(22,636
)
268


(22,904
)
 
(28,235
)
(1,864
)
449

(25,922
)
 
 
Total Rental Properties
 
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
478,995

10,472


468,523

 
467,917

10,090


457,827

2.4
 %
2.3
 %
Adjusted operating expenses
211,817

5,074


206,743

 
209,327

4,756


204,571

1.2
 %
1.1
 %
Comparable NOI
267,178

5,398


261,780

 
258,590

5,334


253,256

3.3
 %
3.4
 %
Non-Comparable NOI
31,228

11,328

4,094

23,994

 
37,844

6,866

20,034

51,012

 
 
Total
298,406

16,726

4,094

285,774

 
296,434

12,200

20,034

304,268

 
 
Land Development Group
26,515

2,667


23,848

 
10,657

1,175


9,482

 
 
Corporate Activities
(24,349
)


(24,349
)
 
(29,228
)
(310
)

(28,918
)
 
 
Grand Total
$
300,572

$
19,393

$
4,094

$
285,273

 
$
277,863

$
13,065

$
20,034

$
284,832

 
 
(1)
Includes $8,927 of NOI generated from certain non-outlot land sales at full and pro-rata consolidation for the six months ended June 30, 2013.
(2)
Includes non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income.


22

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Product Type
Pro-Rata Consolidation (dollars in thousands)

Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
NOI by Product Type
$
322,166

 
NOI by Product Type
$
334,804

Hotels

 
Hotels
3,885

Non-outlot land sale

 
Non-outlot land sale
8,927

Arena
11,293

 
Arena
5,609

Corporate Activities
(24,349
)
 
Corporate Activities
(28,918
)
Write-offs of abandoned development projects and demolition costs
(933
)
 
Write-offs of abandoned development projects
(13,553
)
Other (3)
(22,904
)
 
Other (3)
(25,922
)
Grand Total NOI
$
285,273

 
Grand Total NOI
$
284,832


(1)
Includes commercial and residential outlot land sales.
(2)
Includes limited-distribution subsidized senior housing.
(3)
Includes non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income.

23

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Core Market
Pro-Rata Consolidation (dollars in thousands)

Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
NOI by Market
$
311,533

 
NOI by Market
$
323,069

Hotels

 
Hotels
3,885

Non-outlot land sale

 
Non-outlot land sale
8,927

Arena
11,293

 
Arena
5,609

Military Housing
10,633

 
Military Housing
11,735

Corporate Activities
(24,349
)
 
Corporate Activities
(28,918
)
Write-offs of abandoned development projects and demolition costs
(933
)
 
Write-offs of abandoned development projects
(13,553
)
Other (3)
(22,904
)
 
Other (3)
(25,922
)
Grand Total NOI
$
285,273

 
Grand Total NOI
$
284,832


(1)
Includes Richmond, Virginia.
(2)
Represents Regional Malls located in Non-Core Markets. Regional Malls located in Core Markets are included in their applicable Core Markets.
(3)
Includes non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income.

24

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP) (in thousands)
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Total revenues
$
229,637

$
18,167

$
110,484

$
39

$
321,993

 
$
277,915

$
19,980

$
98,674

$
21,175

$
377,784

Exclude straight-line adjustment
(1,354
)


20

(1,334
)
 
(3,923
)


(238
)
(4,161
)
Add interest and other income
12,375

566

(372
)

11,437

 
11,775

476

128

112

11,539

Equity in earnings (loss) of unconsolidated entities
27,168

98

(27,719
)

(649
)
 
5,127

(1,154
)
(9,656
)

(3,375
)
Exclude net gain on land held for divestiture of unconsolidated entities





 
(682
)

682



Exclude operating expenses of unconsolidated entities
47,566


(47,566
)


 
45,425


(45,425
)


Exclude (gain) loss on disposition of unconsolidated entities
(16,090
)

16,090



 
1,510


(1,510
)


Exclude depreciation and amortization of unconsolidated entities
22,968


(22,968
)


 
19,041


(19,041
)


Exclude interest expense of unconsolidated entities
27,905


(27,905
)


 
23,845


(23,845
)


Exclude loss on extinguishment of debt of unconsolidated entities
44


(44
)


 
7


(7
)


Adjusted revenues
350,219

18,831


59

331,447

 
380,040

19,302


21,049

381,787

Operating expenses
145,807

9,623

47,566

(1,749
)
182,001

 
187,006

13,492

45,425

10,160

229,099

Operating expenses of unconsolidated entities
47,566


(47,566
)


 
45,425


(45,425
)


Write-offs of abandoned development projects and demolition costs
933




933

 
657




657

Non-Real Estate depreciation and amortization
1,090




1,090

 
1,171




1,171

Exclude straight-line rent adjustment
(493
)



(493
)
 
(738
)



(738
)
Adjusted operating expenses
194,903

9,623


(1,749
)
183,531

 
233,521

13,492


10,160

230,189

Net operating income
$
155,316

$
9,208

$

$
1,808

$
147,916

 
$
146,519

$
5,810

$

$
10,889

$
151,598

Interest expense
(57,153
)
(5,848
)
(27,905
)
(55
)
(79,265
)
 
(83,096
)
(7,284
)
(23,845
)
(3,840
)
(103,497
)
Interest expense of unconsolidated entities
(27,905
)

27,905



 
(23,845
)

23,845



Loss on extinguishment of debt
(714
)

(44
)
(431
)
(1,189
)
 
(4,975
)

(7
)

(4,982
)
Loss on extinguishment of debt of unconsolidated entities
(44
)

44



 
(7
)

7



Equity in (earnings) loss of unconsolidated entities
(27,168
)
(98
)
27,719


649

 
(5,127
)
1,154

9,656


3,375

Net gain on land held for divestiture activity





 
1,121


682


1,803

Net gain on land held for divestiture activity of unconsolidated entities





 
682


(682
)


Net loss on disposition of partial interest in development project
(19,590
)
(3,379
)


(16,211
)
 





Net gain (loss) on disposition of rental properties and partial interests in rental properties


16,090

1,276

17,366

 


(1,510
)

(1,510
)
Gain (loss) on disposition of unconsolidated entities
16,090


(16,090
)


 
(1,510
)

1,510



Impairment of consolidated and unconsolidated real estate
(129,829
)



(129,829
)
 
(1,175
)



(1,175
)
Depreciation and amortization—Real Estate Groups (a)
(58,228
)
(4,747
)
(22,180
)

(75,661
)
 
(79,281
)
(4,353
)
(18,287
)
(4,207
)
(97,422
)
Amortization of mortgage procurement costs
(1,768
)
(87
)
(788
)

(2,469
)
 
(2,526
)
(173
)
(754
)
(180
)
(3,287
)
Depreciation and amortization of unconsolidated entities
(22,968
)

22,968



 
(19,041
)

19,041



Straight-line rent adjustment
861



(20
)
841

 
3,185



238

3,423

Earnings (loss) before income taxes
$
(173,100
)
$
(4,951
)
$
27,719

$
2,578

$
(137,852
)
 
$
(69,076
)
$
(4,846
)
$
9,656

$
2,900

$
(51,674
)
 
 
 
 
 
 
 
 
 
 
 
 
(a) Depreciation and amortization—Real Estate Groups
$
58,228

$
4,747

$
22,180

$

$
75,661

 
$
79,281

$
4,353

$
18,287

$
4,207

$
97,422

Depreciation and amortization—Non-Real Estate
1,090




1,090

 
1,171




1,171

Total depreciation and amortization
$
59,318

$
4,747

$
22,180

$

$
76,751

 
$
80,452

$
4,353

$
18,287

$
4,207

$
98,593


25

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP) (in thousands) (continued)
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Total revenues
$
479,174

$
43,107

$
220,942

$
7,029

$
664,038

 
$
547,881

$
43,721

$
199,601

$
46,280

$
750,041

Exclude straight-line adjustment
(4,388
)


79

(4,309
)
 
(7,526
)


(475
)
(8,001
)
Add interest and other income
23,878

1,032

196


23,042

 
22,425

902

263

226

22,012

Equity in earnings (loss) of unconsolidated entities
61,197

77

(63,171
)

(2,051
)
 
15,267

(1,116
)
(20,599
)

(4,216
)
Exclude net gain on land held for divestiture of unconsolidated entities





 
(2,511
)

2,511



Exclude operating expenses of unconsolidated entities
98,080


(98,080
)


 
93,531


(93,531
)


Exclude (gain) loss on disposition of unconsolidated entities
(40,886
)

40,886



 
1,510


(1,510
)


Exclude depreciation and amortization of unconsolidated entities
44,572


(44,572
)


 
38,162


(38,162
)


Exclude interest expense of unconsolidated entities
55,905


(55,905
)


 
49,384


(49,384
)


Exclude (gain) loss on extinguishment of debt of unconsolidated entities
296


(296
)


 
(811
)

811



Adjusted revenues
717,828

44,216


7,108

680,720

 
757,312

43,507


46,031

759,836

Operating expenses
316,910

24,823

98,080

3,014

393,181

 
371,273

30,442

93,531

25,997

460,359

Operating expenses of unconsolidated entities
98,080


(98,080
)


 
93,531


(93,531
)


Write-offs of abandoned development projects and demolition costs
933




933

 
13,553




13,553

Non-Real Estate depreciation and amortization
2,267




2,267

 
2,560




2,560

Exclude straight-line rent adjustment
(934
)



(934
)
 
(1,468
)



(1,468
)
Adjusted operating expenses
417,256

24,823


3,014

395,447

 
479,449

30,442


25,997

475,004

Net operating income
$
300,572

$
19,393

$

$
4,094

$
285,273

 
$
277,863

$
13,065

$

$
20,034

$
284,832

Interest expense
(119,605
)
(12,376
)
(55,905
)
(5,538
)
(168,672
)
 
(164,579
)
(14,416
)
(49,384
)
(7,822
)
(207,369
)
Interest expense of unconsolidated entities
(55,905
)

55,905



 
(49,384
)

49,384



Gain (loss) on extinguishment of debt
(878
)

(296
)
(448
)
(1,622
)
 
(4,948
)

811

(36
)
(4,173
)
Gain (loss) on extinguishment of debt of unconsolidated entities
(296
)

296



 
811


(811
)


Equity in (earnings) loss of unconsolidated entities
(61,197
)
(77
)
63,171


2,051

 
(15,267
)
1,116

20,599


4,216

Net gain (loss) on land held for divestiture activity





 
12,308

(4,588
)
2,511


19,407

Net gain on land held for divestiture activity of unconsolidated entities





 
2,511


(2,511
)


Net loss on disposition of partial interest in development project
(19,590
)
(3,379
)


(16,211
)
 





Net gain (loss) on disposition of rental properties and partial interests in rental properties
(467
)

40,886

28,042

68,461

 


(1,510
)
15,636

14,126

Gain (loss) on disposition of unconsolidated entities
40,886


(40,886
)


 
(1,510
)

1,510



Impairment of consolidated and unconsolidated real estate
(129,829
)



(129,829
)
 
(1,175
)



(1,175
)
Depreciation and amortization—Real Estate Groups (a)
(112,060
)
(9,362
)
(42,983
)
(986
)
(146,667
)
 
(145,696
)
(8,799
)
(36,625
)
(8,504
)
(182,026
)
Amortization of mortgage procurement costs
(3,893
)
(250
)
(1,589
)
(41
)
(5,273
)
 
(5,267
)
(345
)
(1,537
)
(361
)
(6,820
)
Depreciation and amortization of unconsolidated entities
(44,572
)

44,572



 
(38,162
)

38,162



Straight-line rent adjustment
3,454



(79
)
3,375

 
6,058



475

6,533

Earnings (loss) before income taxes
$
(203,380
)
$
(6,051
)
$
63,171

$
25,044

$
(109,114
)
 
$
(126,437
)
$
(13,967
)
$
20,599

$
19,422

$
(72,449
)
 
 
 
 
 
 
 
 
 
 
 
 
(a) Depreciation and amortization—Real Estate Groups
$
112,060

$
9,362

$
42,983

$
986

$
146,667

 
$
145,696

$
8,799

$
36,625

$
8,504

$
182,026

Depreciation and amortization—Non-Real Estate
2,267




2,267

 
2,560




2,560

Total depreciation and amortization
$
114,327

$
9,362

$
42,983

$
986

$
148,934

 
$
148,256

$
8,799

$
36,625

$
8,504

$
184,586


26

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Results of Operations
Segment Operating Results
The following tables present revenues, operating expenses and interest expense by segment on a pro-rata basis for the three months ended June 30, 2014 compared with the three months ended June 30, 2013.
 
Commercial Group
Residential Group
Arena
Land Development Group
Total
Revenues for the three months ended June 30, 2013
$
249,167

$
104,463

$
15,393

$
8,761

$
377,784

Increase (decrease) due to:
 
 
 
 
 
Comparable portfolio
3,125

1,766



4,891

Non-comparable properties (1)
1,197

1,565

(1,911
)

851

Properties in which partners' interest recently acquired

2,102



2,102

Recently disposed properties
(28,349
)
(2,254
)


(30,603
)
Properties in which partial interest was recently disposed
(19,985
)



(19,985
)
Land sales
(17,439
)
135


9,705

(7,599
)
Military housing

(2,351
)


(2,351
)
Subsidized senior housing

1



1

Other
1,512

(5,023
)

413

(3,098
)
Revenues for the three months ended June 30, 2014
$
189,228

$
100,404

$
13,482

$
18,879

$
321,993

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Operating expenses for the three months ended June 30, 2013
$
13,478

$
131,382

$
65,369

$
12,804

$
6,066

$
229,099

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

1,456

209



1,665

Non-comparable properties (1)

(391
)
1,346

(4,595
)

(3,640
)
Properties in which partners' interest recently acquired


1,539



1,539

Recently disposed properties

(16,507
)
(1,034
)


(17,541
)
Properties in which partial interest was recently disposed

(7,753
)



(7,753
)
Land cost of sales

(9,041
)
(9
)

3,893

(5,157
)
Military housing


(3,560
)


(3,560
)
Subsidized senior housing


96



96

Development, management, Corporate and other expenses
(3,419
)
(1,501
)
(7,574
)

(253
)
(12,747
)
Operating expenses for the three months ended June 30, 2014
$
10,059

$
97,645

$
56,382

$
8,209

$
9,706

$
182,001

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Interest expense for the three months ended June 30, 2013
$
14,545

$
65,507

$
18,881

$
4,632

$
(68
)
$
103,497

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

(3,698
)
(843
)


(4,541
)
Non-comparable properties (1)

334

898

116


1,348

Properties in which partners' interest recently acquired


935



935

Recently disposed properties

(3,887
)
(694
)


(4,581
)
Properties in which partial interest was recently disposed

(8,148
)



(8,148
)
Capitalized interest

804

(1,822
)

26

(992
)
Mark-to-market adjustments on non-designated swaps
(56
)
(237
)
(3,952
)


(4,245
)
Corporate borrowings
(4,934
)




(4,934
)
Other

1,197

(246
)

(25
)
926

Interest expense for the three months ended June 30, 2014
$
9,555

$
51,872

$
13,157

$
4,748

$
(67
)
$
79,265


27

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


(1)
The following table presents the increases (decreases) in revenues, operating expenses and interest expense for Commercial and Residential properties in lease-up and other non-comparable properties:
 
 
Three Months Ended June 30, 2014 vs. 2013
Property
Quarter Opened
Revenues
Operating Expenses
Interest Expense
Commercial:
 
 
 
 
Properties in lease-up:
 
 
 
 
The Yards - Boilermaker Shops
Q4-12
$
182

$
(16
)
$
(1
)
The Yards - Lumbershed
Q3-13
306

201

94

Westchester's Ridge Hill
Q2-11/12
806

(584
)
246

Non-comparable properties:
 
 
 
 
Ballston Common Mall
(97
)
8

(5
)
Total Commercial
$
1,197

$
(391
)
$
334

Residential:
 
 
 
 
Properties in lease-up:
 
 
 
 
1111 Stratford
Q3-13/Q1-14
$
247

$
296

$
218

Aster Conservatory Green
Q3-13/14
515

313

63

Botanica Eastbridge
Q3-12
118

(50
)
48

Radian
Q2-14
5

351

457

The Continental
Q1-13
739

153

38

The Yards - Twelve12
Q2-14
16

186

249

Non-comparable properties:
 
 
 
 
Heritage
(75
)
97

(175
)
Total Residential
$
1,565

$
1,346

$
898

Commercial Group:
The decreases in revenues, operating expenses and interest expense related to recent disposals are due to the formation of new joint ventures with an outside partner in eight regional retail malls in 2013 and our ongoing strategy to sell operating assets in non-core markets.
Ballston Common Mall is classified as a non-comparable property due to its upcoming planned renovation project.
Residential Group:
The increases in revenues, operating expenses and interest expense related to partner's interest recently acquired are related to Uptown Apartments (Q2-2013) and 91 Sidney (Q1-2014), apartment communities in Oakland, California and Cambridge, Massachusetts, respectively. The decreases in revenues and operating expenses for other are primarily due to third party management fees and the expenditures associated with third party management and consulting fee arrangements.
Heritage is classified as a non-comparable property due to its ongoing renovation project resulting in a significant number of units being off-line.
Corporate Activities:
The decrease in operating expenses expenses is primarily due to a partial recovery of a legal settlement paid in a prior period, which was subsequently recovered in 2014. The decrease in interest expense is due to the redemptions of our Senior Notes due 2017 and 2034 and the exchanges of our Senior Notes due 2014 for Class A common stock, which is partially offset by the issuance of our Senior Notes due 2020 during 2013.

28

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


The following tables present revenues, operating expenses and interest expense by segment on a pro-rata basis for the six months ended June 30, 2014 compared with the six months ended June 30, 2013.
 
Commercial Group
Residential Group
Arena
Land Development Group
Total
Revenues for the six months ended June 30, 2013
$
497,371

$
207,160

$
28,018

$
17,492

$
750,041

Increase (decrease) due to:
 
 
 
 
 
Comparable portfolio
2,330

4,022



6,352

Non-comparable properties (1)
4,103

2,441

4,871


11,415

Properties in which partners' interest recently acquired

4,609



4,609

Recently disposed properties
(46,976
)
(4,210
)


(51,186
)
Properties in which partial interest was recently disposed
(39,923
)



(39,923
)
Land sales
(22,438
)
135


18,602

(3,701
)
Military housing

(4,632
)


(4,632
)
Subsidized senior housing

2



2

Other
(4,020
)
(5,231
)

312

(8,939
)
Revenues for the six months ended June 30, 2014
$
390,447

$
204,296

$
32,889

$
36,406

$
664,038

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Operating expenses for the six months ended June 30, 2013
$
24,537

$
268,168

$
131,978

$
22,409

$
13,267

$
460,359

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

1,061

(312
)


749

Non-comparable properties (1)

269

2,364

(1,227
)

1,406

Properties in which partners' interest recently acquired


2,431



2,431

Recently disposed properties

(26,857
)
(2,501
)


(29,358
)
Properties in which partial interest was recently disposed

(14,551
)



(14,551
)
Land cost of sales

(12,999
)
(12
)

5,944

(7,067
)
Military housing


(3,990
)


(3,990
)
Subsidized senior housing


180



180

Development, management, Corporate and other expenses
(2,917
)
(5,016
)
(8,217
)

(828
)
(16,978
)
Operating expenses for the six months ended June 30, 2014
$
21,620

$
210,075

$
121,921

$
21,182

$
18,383

$
393,181

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Interest expense for the six months ended June 30, 2013
$
30,598

$
133,255

$
34,781

$
8,990

$
(255
)
$
207,369

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

(7,202
)
(1,446
)


(8,648
)
Non-comparable properties (1)

261

1,305

466


2,032

Properties in which partners' interest recently acquired


2,212



2,212

Recently disposed properties

(6,669
)
(1,190
)


(7,859
)
Properties in which partial interest was recently disposed

(14,501
)



(14,501
)
Capitalized interest

1,528

(2,875
)

(37
)
(1,384
)
Mark-to-market adjustments on non-designated swaps
(154
)
3,361

(2,497
)


710

Corporate borrowings
(11,607
)




(11,607
)
Other

726

(580
)

202

348

Interest expense for the six months ended June 30, 2014
$
18,837

$
110,759

$
29,710

$
9,456

$
(90
)
$
168,672


29

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


(1)
The following table presents the increases (decreases) in revenues, operating expenses and interest expense for Commercial and Residential properties in lease-up and other non-comparable properties:
 
 
Six Months Ended June 30, 2014 vs. 2013
Property
Quarter Opened
Revenues
Operating Expenses
Interest Expense
Commercial:
 
 
 
 
Properties in lease-up:
 
 
 
 
The Yards - Boilermaker Shops
Q4-12
$
401

$
23

$
24

The Yards - Lumbershed
Q3-13
641

288

179

Westchester's Ridge Hill
Q2-11/12
3,336

(400
)
412

Non-comparable properties:
 
 
 
 
Ballston Common Mall
(275
)
358

(354
)
Total Commercial
$
4,103

$
269

$
261

Residential:
 
 
 
 
Properties in lease-up:
 
 
 
 
1111 Stratford
Q3-13/Q1-14
$
374

$
633

$
393

Aster Conservatory Green
Q3-13/14
766

584

(39
)
Botanica Eastbridge
Q3-12
347

(11
)
101

Radian
Q2-14
5

371

470

The Continental
Q1-13
1,383

434

339

The Yards - Twelve12
Q2-14
16

200

391

Non-comparable properties:
 
 
 
 
Heritage
(450
)
153

(350
)
Total Residential
$
2,441

$
2,364

$
1,305

Commercial Group:
The decreases in revenues, operating expenses and interest expense for recent disposals are due to the formation of new joint ventures with an outside partner in eight regional retail malls in 2013 and our ongoing strategy to sell operating assets in non-core markets. The decreases in revenues and operating expenses for other are primarily due to a decrease in tenant reimbursable expenses at several properties in the Greater New York City metropolitan area.
Ballston Common Mall is classified as a non-comparable property due to its upcoming planned renovation project.
Residential Group:
The increases in revenues, operating expenses and interest expense related to partner's interest recently acquired are related to Uptown Apartments (Q2-2013) and 91 Sidney (Q1-2014). The decreases in revenues and operating expenses for other are primarily due to third party management fees and the expenditures associated with third party management and consulting fee arrangements.
Heritage is classified as a non-comparable property due to its ongoing renovation project resulting in a significant number of units being off-line.
Corporate Activities:
The decrease in operating expenses expenses is primarily due to a partial recovery of a legal settlement paid in a prior period, which was subsequently recovered in 2014. The decrease in interest expense is due to the redemptions of our Senior Notes due 2015, 2017 and 2034 and the exchanges of our Senior Notes due 2014 for Class A common stock, which is partially offset by the issuance of our Senior Notes due 2020 during 2013.
Net Loss Attributable to Forest City Enterprises, Inc. – Net loss attributable to Forest City Enterprises, Inc. for the three months ended June 30, 2014 was $92,992,000 versus $34,940,000 for the three months ended June 30, 2013. Although we have substantial recurring revenue sources, we also enter into significant transactions, which create substantial variances in operating results between periods. The variance to the prior year period is primarily attributable to the following decreases, net of noncontrolling interests:
$128,654,000 related to increased impairment of real estate in 2014 compared with 2013;
$16,211,000 related to the net loss on partial disposition in Pacific Park Brooklyn (formerly Brooklyn Atlantic Yards), a mixed-use project in Brooklyn, New York, related to the formation of a new joint venture with Greenland in 2014;
$12,565,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in which we disposed of our full or partial interest during 2013 and 2014; and
$8,398,000 related to decreased commercial outlot land sales in 2014 compared with 2013.

30

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


These decreases were partially offset by the following increases, net of noncontrolling interests:
$21,842,000 related to a decrease in depreciation and amortization expense in 2014 compared with 2013 primarily due to accelerated depreciation expense at Ten MetroTech Center, an office building in Brooklyn, New York, in 2013, the change from full consolidation method of accounting to equity method upon the formation of new joint ventures with an outside partner in seven regional retail malls in 2013 and the disposition of several rental properties during 2013 and 2014. These decreases were partially offset by the change from equity method of accounting to full consolidation method upon the acquisition of our partners' interest in two apartment communities;
$18,876,000 related to 2014 gains on disposition of rental properties and unconsolidated investments exceeding 2013 gains;
$7,767,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in our comparable portfolio in 2014 compared with 2013;
$5,812,000 related to increased sales in our Land Development Group in 2014 compared with 2013, primarily at our Stapleton project;
$4,934,000 related to a decrease in interest expense on our corporate debt due to the redemptions of our Senior Notes due 2017 and 2034 and the exchanges of our Senior Notes due 2014 for Class A common stock, which were partially offset by the issuance of our Senior Notes due 2020 during 2013;
$4,245,000 related to the change in fair market value of certain derivatives not qualifying for hedge accounting between the comparable periods, which was marked to market through interest expense;
$3,793,000 related to decreased losses on extinguishment of debt in 2014 compared with 2013;
$3,419,000 related to a decrease in Corporate general and administrative expenses, primarily due to a partial recovery of a legal settlement paid in a prior period, which was subsequently recovered in 2014;
$2,568,000 related to a combined fluctuation in revenues, operating expenses and interest expense at Barclays Center in 2014 compared with 2013; and
$28,162,000 due to decreased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in pre-tax earnings, including gains included in discontinued operations. These fluctuations are primarily due to the various transactions discussed herein.
Net loss attributable to Forest City Enterprises, Inc. for the six months ended June 30, 2014 was $77,472,000 versus $54,531,000 for the six months ended June 30, 2013. The variance to the prior year period is primarily attributable to the following decreases, which are net of noncontrolling interests:
$128,654,000 related to increased impairment of real estate in 2014 compared with 2013;
$24,840,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in which we disposed of our full or partial interest during 2013 and 2014;
$19,407,000 related to a decrease in the net gain on land held for divestiture activities for fully consolidated land projects and land projects accounted for under the equity method of accounting in 2014 compared with 2013;
$16,211,000 related to the net loss on partial disposition in Pacific Park Brooklyn, related to the formation of a new joint venture with Greenland in 2014; and
$9,439,000 related to decreased commercial outlot land sales in 2014 compared with 2013.
These decreases were partially offset by the following increases, net of noncontrolling interests:
$54,802,000 related to 2014 gains on disposition of rental properties and unconsolidated investments exceeding 2013 gains;
$35,652,000 related to a decrease in depreciation and amortization expense in 2014 compared with 2013 primarily due to accelerated depreciation expense at Ten MetroTech Center in 2013, the change from full consolidation method of accounting to equity method upon the formation of new joint ventures with an outside partner in seven regional retail malls in 2013 and the disposition of several rental properties during 2013 and 2014. These decreases were partially offset by the change from equity method of accounting to full consolidation method upon the acquisition of our partners' interest in two apartment communities;
$14,251,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in our comparable portfolio in 2014 compared with 2013;
$12,658,000 related to increased sales in our Land Development Group in 2014 compared with 2013, primarily at our Stapleton project;
$12,620,000 of decreased write-offs of abandoned development projects in 2014 compared with 2013;

31

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


$11,607,000 related to a decrease in interest expense on our corporate debt due to the redemptions of our Senior Notes due 2015, 2017 and 2034 and the exchanges of our Senior Notes due 2014 for Class A common stock, which were partially offset by the issuance of our Senior Notes due 2020 during 2013;
$5,632,000 related to a combined fluctuation in revenues, operating expenses and interest expense at Barclays Center in 2014 compared with 2013;
$2,917,000 related to a decrease in Corporate general and administrative expenses, primarily due to a partial recovery of a legal settlement paid in a prior period, which was subsequently recovered in 2014;
$2,877,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties that are in lease-up as of June 30, 2014;
$2,551,000 related to decreased losses on extinguishment of debt in 2014 compared with 2013; and
$11,562,000 due to decreased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in pre-tax earnings, including gains included in discontinued operations. These fluctuations are primarily due to the various transactions discussed herein.
Capital Expenditures for our Operating Portfolio – Our diversified real estate portfolio requires certain capital expenditures, including tenant improvements, to maintain and improve its operating performance. During the six months ended June 30, 2014, we invested $45,532,000 at pro-rata consolidation ($27,079,000 at full consolidation) in capital expenditures for our operating portfolio as compared with $55,763,000 at pro-rata consolidation ($41,134,000 at full consolidation) during the six months ended June 30, 2013.



32

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Earnings (Loss) to FFO
The table below reconciles net earnings (loss), the most comparable GAAP measure, to FFO, a non-GAAP measure.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
2013
 
2014
2013
 
(in thousands)
Net loss attributable to Forest City Enterprises, Inc.
$
(92,992
)
$
(34,940
)
 
$
(77,472
)
$
(54,531
)
Depreciation and Amortization—Real Estate Groups
75,661

97,422

 
146,667

182,026

Impairment of depreciable rental properties
129,059

1,175

 
129,059

1,175

(Gain) loss on disposition of full or partial interests in rental properties
(17,366
)
1,510

 
(68,461
)
(14,126
)
Income tax expense (benefit) adjustment — current and deferred (1):
 
 
 
 
 
Gain (loss) on disposition of full or partial interests in rental properties
8,820

(649
)
 
28,718

5,472

Impairment of depreciable rental properties
(50,053
)
(456
)
 
(50,053
)
(456
)
FFO
$
53,129

$
64,062

 
$
108,458

$
119,560

 
 
 
 
 
 
FFO Per Share - Diluted
 
 
 
 
 
Numerator (in thousands):
 
 
 
 
 
FFO
$
53,129

$
64,062

 
$
108,458

$
119,560

If-Converted Method (adjustments for interest, net of tax):
 
 
 
 
 
3.625% Notes due 2014

513

 

1,623

5.000% Notes due 2016
382

382

 
765

765

4.250% Notes due 2018
2,277

2,277

 
4,554

4,554

3.625% Notes due 2020
1,664


 
3,328


FFO for per share data
$
57,452

$
67,234

 
$
117,105

$
126,502

Denominator:
 
 
 
 
 
Weighted average shares outstanding—Basic
198,341,355

191,357,242

 
198,041,879

187,604,085

Effect of stock options, restricted stock and performance shares
1,540,864

1,802,779

 
1,733,435

1,624,399

Effect of convertible preferred stock


 

279,333

Effect of convertible debt
32,138,215

26,103,680

 
32,138,215

29,781,161

Effect of convertible Class A Common Units
3,461,710

3,646,755

 
3,553,721

3,646,755

Weighted average shares outstanding - Diluted
235,482,144

222,910,456

 
235,467,250

222,935,733

FFO Per Share
$
0.24

$
0.30

 
$
0.50

$
0.57


(1)
The following table provides detail of income tax expense (benefit):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
2013
 
2014
2013
 
(in thousands)
Income tax expense (benefit) on FFO
 
 
 
 
 
Operating Earnings:
 
 
 
 
 
Current taxes
$
(15,215
)
$
(11,870
)
 
$
(6,582
)
$
(45,377
)
Deferred taxes
10,939

(4,372
)
 
(3,017
)
20,989

Total income tax expense (benefit) on FFO
(4,276
)
(16,242
)
 
(9,599
)
(24,388
)
 
 
 
 
 
 
Income tax expense (benefit) on non-FFO
 
 
 
 
 
Disposition of full or partial interests in rental properties:
 
 
 
 
 
Current taxes
$
(13,292
)
$
7,618

 
$
15,756

$
8,980

Deferred taxes
22,112

(8,267
)
 
12,962

(3,508
)
Disposition of full or partial interests in rental properties
8,820

(649
)
 
28,718

5,472

 
 
 
 
 
 
Impairment of depreciable rental properties
 
 
 
 
 
Deferred taxes
$
(50,053
)
$
(456
)
 
$
(50,053
)
$
(456
)
Total income tax expense (benefit) on non-FFO
(41,233
)
(1,105
)
 
(21,335
)
5,016

Grand Total
$
(45,509
)
$
(17,347
)
 
$
(30,934
)
$
(19,372
)


33

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of FFO to Operating FFO - Pro-Rata Consolidation

Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
2014
2013
% Change
 
2014
2013
% Change
 
(in thousands)
 
 
(in thousands)
 
FFO
$
53,129

$
64,062

 
 
$
108,458

$
119,560

 
Net gain on land held for divestiture activity

(1,803
)
 
 

(19,407
)
 
Impairment of non-depreciable real estate
770


 
 
770


 
Write-offs of abandoned development projects and demolition costs
933

657

 
 
933

13,553

 
Tax credit income
(5,480
)
(5,961
)
 
 
(9,427
)
(11,408
)
 
(Gain) loss on extinguishment of debt
1,189

4,982

 
 
1,622

4,173

 
Change in fair market value of nondesignated hedges
(1,681
)
2,295

 
 
2,991

1,725

 
Net gain on change in control of interests

(2,762
)
 
 
(2,759
)
(2,762
)
 
Straight-line rent adjustments
(841
)
(3,423
)
 
 
(3,375
)
(6,533
)
 
Participation payments

780

 
 
1,469

1,370

 
Non-outlot land sales

(8,927
)
 
 

(8,927
)
 
Net loss on disposition of partial interest in development project
16,211


 
 
16,211


 
Nets Pre-tax FFO
261

2,152

 
 
1,414

2,898

 
Income tax benefit on FFO
(4,276
)
(16,242
)
 
 
(9,599
)
(24,388
)
 
Operating FFO
$
60,215

$
35,810

68.2%
 
$
108,708

$
69,854

55.6%
 
 
 
 
 
 
 
 
Operating FFO Per Share - Diluted
 
 
 
 
 
 
 
Numerator (in thousands):
 
 
 
 
 
 
 
Operating FFO
$
60,215

$
35,810

 
 
$
108,708

$
69,854

 
If-Converted Method (adjustments for interest, pre-tax):
 
 
 
 
 
 
 
3.625% Notes due 2014

838

 
 

2,650

 
5.000% Notes due 2016
625

625

 
 
1,250

1,250

 
4.250% Notes due 2018
3,719


 
 
7,438


 
3.625% Notes due 2020
2,719


 
 
5,438


 
Operating FFO for per share data
$
67,278

$
37,273

 
 
$
122,834

$
73,754

 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding - Diluted (1)
235,482,144

206,760,581

 
 
235,467,250

206,785,858

 
Operating FFO Per Share
$
0.29

$
0.18

 
 
$
0.52

$
0.36

 

(1)
For the three and six months ended June 30, 2013, weighted-average shares issuable upon the conversion of convertible debt of 16,149,875 were not included in the computation of diluted Operating FFO per share because their effect is anti-dilutive under the if-converted method. As a result, adjustments to Operating FFO are not required for interest expense of $3,719,000 and $7,438,000 for the three and six months ended June 30, 2013, respectively, related to these securities.

 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
2014
2013
 
 
2014
2013
 
 
(in thousands)
 
 
(in thousands)
 
Operating FFO by segment:
 
 
 
 
 
 
 
Commercial Group
$
37,834

$
36,917

 
 
$
69,109

$
75,208


Residential Group
30,190

23,959

 
 
55,683

45,037


Arena
108

(2,100
)
 
 
1,757

(3,494
)

Land Group
12,305

5,701

 
 
23,931

9,721


Corporate Group
(20,222
)
(28,667
)
 
 
(41,772
)
(56,618
)

Operating FFO
$
60,215

$
35,810

 
 
$
108,708

$
69,854





34

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information



*Other of $10.3 million is primarily due to reduced expensed overhead.

35

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information



*Other of $12.0 million is primarily due to reduced expensed overhead.

36

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Property Openings and Projects Under Construction
as of June 30, 2014
2014 Property Openings
Location
Date
Opened/
Anticipated
Opening
FCE Legal Ownership % (a)
Pro-Rata
FCE % (a) (1)
Cost at Full
Consolidation (GAAP) (b)
Total Cost
at 100%
(2)
Cost at FCE
Pro-Rata Share
(Non-GAAP) (c)
(1) X (2)
 
Sq. ft./
No. of Units
 
Gross
Leasable Area
Lease
Commitment % (d)
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Radian
Boston, MA
Q2-14/Q3-14
50
%
(e)
50
%
 
$
0.0

$
128.3

$
64.2

 
240

 
5,000

 
23%; Retail: 100%
The Yards - Twelve12
Washington, D.C.
Q2-14/Q3-14
80
%
(f)
100
%
 
120.2

120.2

120.2

 
218

 
88,000

 
43%; Retail: 96%
Total 2014 Openings
$
120.2

$
248.5

$
184.4

 
458

 
93,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2175 Market Street
San Francisco, CA
Q3-14
25
%
 
25
%
 
$
42.0

$
42.0

$
10.5

 
88

 
6,000

 
 
3700M
Dallas, TX
Q3-14/Q4-14
25
%
(e)
25
%
 
0.0

90.6

22.7

 
381

 

 
 
Winchester Lofts
New Haven, CT
Q3-14/Q4-14
90
%
 
90
%
 
60.8

60.8

54.7

 
158

 

 
 
B2 BKLYN
Brooklyn, NY
Q4-15
25
%
 
25
%
 
193.7

193.7

48.4

 
363

 
4,000

 
 
 
 
 
 
 
 
 
$
296.5

$
387.1

$
136.3

 
990

 
10,000

 
 
Office:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300 Massachusetts Ave
Cambridge, MA
Q1-16
50
%
(e)
50
%
 
$
0.0

$
175.3

$
87.7

 
246,000

 
246,000

 
94%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Antelope Valley Mall Expansion
Palmdale, CA
Q4-14
51
%
(e)
51
%
 
$
0.0

$
22.5

$
11.5

 
99,000

 
99,000

 
63%
Galleria at Sunset Expansion
Henderson, NV
Q2-15
51
%
(e)
51
%
 
0.0

24.9

12.7

 
32,000

 
32,000

 
69%
 
 
 
 
 
 
 
$
0.0

$
47.4

$
24.2

 
131,000

 
131,000

 
 
Total Projects Under Construction 
$
296.5

$
609.8

$
248.2

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fee Development Project (g)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dept. of Health & Mental Hygiene (DHMH)
Baltimore, MD
Q3-14
-

 
-

 
$
0.0

$
138.0

$
0.0

 
234,000

 
 
 
 

(a)
The Company invests in certain real estate projects through joint ventures and, at times, may provide funding at percentages that differ from the Company's legal ownership.
(b)
Amounts represent estimated project costs to achieve stabilization and are presented on the full consolidation method of accounting, a GAAP measure. Under full consolidation, costs are reported as consolidated at 100% if we are deemed to have control or to be the primary beneficiary of our investments in the Company's VIE.
(c)
Project cost at pro-rata share represents the Company's share of project cost, based on the Company's pro-rata ownership of each property (a non-GAAP measure). Under the pro-rata consolidation method of accounting, the Company determines its pro-rata share by multiplying its pro-rata ownership by the total project cost of the applicable property. Upon completion, our pro-rata completed rental property balance may include costs not allocated to our partners, such as corporate capitalized interest.
(d)
Lease commitments as of July 30, 2014.
(e)
Reported under the equity method of accounting. This method represents a GAAP measure for investments in which the Company is not deemed to have control or to be the primary beneficiary of our investments in a VIE.
(f)
Represents legal ownership of the residential units. Legal ownership for the retail space is 100%.
(g)
This is a fee development project in which the Company has no ownership interests. Therefore, these costs are not included on the full consolidation or pro-rata balance sheet.

37

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Projects Under Development
as of June 30, 2014

Below is a summary of our active large scale development projects, referred to as our “shadow pipeline,” which are crucial to our long-term growth. While we cannot make any assurances on the timing or delivery of these projects, our track record speaks to our ability to bring large, complex projects to fruition when there is demand and available construction financing. The projects listed below represent pro-rata costs of $299.6 million ($142.0 million at full consolidation) of Projects Under Development on our balance sheet and pro-rata mortgage debt of $79.4 million ($11.0 million at full consolidation).
1)
Pacific Park Brooklyn (formerly Atlantic Yards) - Brooklyn, NY
Pacific Park Brooklyn a 22-acre mixed-use project, is located adjacent to the state-of-the-art arena, Barclays Center. At full build-out, Pacific Park Brooklyn is expected to feature more than 6,400 units of housing, including 2,250 affordable units, approximately 250,000 square feet of retail space, and more than 8 acres of landscaped open space.
On June 30, 2014, we entered into a joint venture with Greenland USA, a subsidiary of Shanghai-based Greenland Group, a Chinese state-owned enterprise ("Greenland"), to develop the Pacific Park Brooklyn project. The joint venture will execute on the remaining development rights, including the infrastructure and vertical construction of the residential units, but excludes Barclays Center and the under construction B2 BKLYN apartment community. Under the joint venture, Greenland acquired 70% of the project and will co-develop the project with us, along with sharing in the entire project costs going forward in proportion to ownership interests. The joint venture will develop the project consistent with the approved master plan. The joint venture is accounted for on the equity method of accounting, resulting in the deconsolidation of the Pacific Park Brooklyn development project. The closing of this joint venture significantly reduced our equity requirements for the full build-out of this project, thereby reducing our development risk and improving our future liquidity.
2)
The Yards - Washington, D.C.
The Yards is a 42-acre mixed-use project, located in the neighborhood of the Washington Nationals baseball park in the Capitol Riverfront District. At full build-out, the project is expected to include up to 2,700 residential units, 1.8 million square feet of office space and 300,000 square feet of retail and dining space. The Yards features a 5.5-acre publicly funded public park that is a gathering place and recreational focus for the community. Current completed projects include Foundry Lofts, Boilermaker Shops, and Lumber Shed. Phased opening began in Q2-14 for Twelve12.
3)
The Science + Technology Park at Johns Hopkins - Baltimore, MD
The Science + Technology Park at Johns Hopkins is a 31-acre center for collaborative research directly adjacent to the world-renowned Johns Hopkins medical and research complex. Plans call for 1.1 million square feet in five buildings, with future phases that could support additional expansion. Current completed projects include 855 North Wolfe Street and a 492,000 square-foot parking garage for Johns Hopkins and the active buildings at the Science + Technology Park. Currently under construction is a 234,000 square-foot commercial building being developed on a fee basis which will be fully leased by the Department of Health & Mental Hygiene (DHMH).
4) Waterfront Station - Washington, D.C.
Located in Southwest Washington, D.C., Waterfront Station is adjacent to the Waterfront/Southeastern University MetroRail station. Waterfront Station is expected to include 660,000 square feet of office space, an estimated 400 residential units and 40,000 square feet of retail stores and restaurants.


38

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Land Inventory

Land inventory represents undeveloped land parcels we currently do not intend to hold for future vertical development. A summary of our land inventory follows:

 
June 30, 2014
December 31, 2013
 
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Stapleton
$
58,082

$
52,427

$
64,395

$
58,149

Commercial outlots
58,180

64,743

64,293

71,669

Total Land Inventory (1)
$
116,262

$
117,170

$
128,688

$
129,818


(1)
A full reconciliation of pro-rata consolidation (non-GAAP) to their GAAP equivalents can be found in the Selected Financial Information section of this supplemental package.

Stapleton
Stapleton represents one of the nation's largest urban redevelopments. At full build-out of 4,700 acres or 7.5 square miles, Stapleton is planned for more than 12,000 homes and apartments, 3 million square feet of retail and 10 million square feet of office/research and development/industrial space. Located 10 minutes east of Downtown Denver and 20 minutes from Denver International Airport, Stapleton is expected to be home to 30,000 residents and 35,000 workers when complete. As of June 30, 2014, we own 322 gross acres, of which 155 acres are saleable. We also have an option to purchase an additional 855 gross acres at Stapleton.
Commercial Outlots
Commercial outlots are primarily undeveloped parcels of land adjacent to our retail assets throughout the United States. These parcels are sold to third party operators that benefit from being in close proximity to the existing retail asset. Typically, these outlots have zoning and entitlements consistent with our retail asset. Also included in commercial outlots is Las Vegas Land, a 13.5 acre parcel of undeveloped land located in downtown Las Vegas, NV adjacent to the City Hall.




39

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information























(THIS PAGE INTENTIONALLY LEFT BLANK)


40

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Common Stock Data (NYSE: FCE A and FCE B)
The following summarizes information related to the Company’s Class A and Class B common stock based on information reported by the New York Stock Exchange:
 
 
Quarter Ended
 
Two months ended
 
Quarter Ended
 
June 30,
2014
 
March 31,
2014
 
December 31,
2013
 
October 31,
2013
 
July 31,
2013
Class A Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
19.87

 
$
19.10

 
$
19.10

 
$
20.26

 
$
17.52

High Closing Price
$
20.09

 
$
19.58

 
$
20.51

 
$
20.50

 
$
20.25

Low Closing Price
$
18.46

 
$
17.71

 
$
18.20

 
$
16.91

 
$
17.15

Average Closing Price
$
19.10

 
$
18.88

 
$
19.32

 
$
18.72

 
$
18.58

Total Volume
40,112,884

 
48,844,589

 
29,215,341

 
67,320,220

 
71,921,030

Average Volume
636,712

 
800,731

 
712,569

 
1,035,696

 
1,123,766

Common shares outstanding, end of period
179,662,635

 
178,207,223

 
177,556,917

 
177,536,314

 
177,525,166

Class B Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
19.89

 
$
19.02

 
$
18.93

 
$
20.41

 
$
17.75

High Closing Price
$
20.05

 
$
19.64

 
$
20.41

 
$
20.41

 
$
20.00

Low Closing Price
$
18.48

 
$
17.69

 
$
18.30

 
$
16.87

 
$
17.24

Average Closing Price
$
19.08

 
$
18.90

 
$
19.24

 
$
18.66

 
$
18.57

Total Volume
46,127

 
62,624

 
28,007

 
32,292

 
31,457

Average Volume
732

 
1,027

 
683

 
497

 
492

Common shares outstanding, end of period
19,227,650

 
19,548,552

 
20,173,558

 
20,191,151

 
20,194,160

Common Equity Market Capitalization
$
3,952,334,516

 
$
3,775,571,418

 
$
3,773,222,568

 
$
4,008,987,114

 
$
3,468,687,248

Quarterly dividends declared per common share Class A and Class B
$

 
$

 
$

 
$

 
$


Financial Covenants
The Company’s revolving credit facility contains certain restrictive financial covenants. A summary of the key financial covenants as defined in the agreement, all of which the Company is compliant with at June 30, 2014, follows:
 
 
Requirement
Per  Agreement
 
As of
June 30, 2014
 
As of
March 31, 2014
 
As of
December 31, 2013
 
As of
October 31, 2013
 
(dollars in thousands)
Credit Facility Financial Covenants 
 
 
 
 
 
 
 
 
 
Debt Service Coverage Ratio
1.45x

 
1.65x

 
1.60x

 
1.60x

 
1.61x

Debt Yield Ratio
>9.25%

 
11.55
%
 
10.56
%
 
11.57
%
 
11.82
%
Cash Flow Coverage Ratio
3.00x

 
5.05x

 
4.20x

 
3.62x

 
3.37x

Total Development Ratio
<17%

 
6.40
%
 
8.36
%
 
7.82
%
 
8.90
%
Minimum Consolidated Shareholders’ Equity, as defined
$
2,320,175

 
$
3,675,042

 
$
3,749,687

 
$
3,738,475

 
$
3,845,750





41

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Nonrecourse Debt Maturities Table (dollars in thousands)
As of June 30, 2014

 
Year Ending December 31, 2014
 
Year Ending December 31, 2015
 
Full
Consolidation
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
 
Full
Consolidation
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
50,150

$
1,789

$
106,603

$
154,964

 
$
300,610

$
73,662

$
206,460

$
433,408

Weighted average rate
5.20
%
8.43
%
5.80
%
5.57
%
 
6.41
%
8.98
%
5.51
%
5.55
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
7,653

50

15,228

22,831

 
131,785

6,904

130,242

255,123

Weighted average rate
3.98
%
3.62
%
3.35
%
3.56
%
 
2.93
%
3.35
%
2.34
%
2.62
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
90,810


799

91,609

 
45,010

33,809

53,034

64,235

Weighted average rate
2.66
%
%
1.43
%
2.65
%
 
2.04
%
2.04
%
2.43
%
2.36
%
Total variable-rate debt
98,463

50

16,027

114,440

 
176,795

40,713

183,276

319,358

Total Nonrecourse Debt
$
148,613

$
1,839

$
122,630

$
269,404

 
$
477,405

$
114,375

$
389,736

$
752,766

Weighted Average Rate
3.58
%
8.30
%
5.47
%
4.41
%
 
5.04
%
6.59
%
4.03
%
4.28
%
 
 
 
 
 
 
 
 
 
 
 
Thereafter
 
Total
 
Full
Consolidation
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
 
Full
Consolidation
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
1,874,404

$
326,056

$
1,514,277

$
3,062,625

 
$
2,225,164

$
401,507

$
1,827,340

$
3,650,997

Weighted average rate
5.45
%
7.43
%
5.16
%
5.10
%
 
5.57
%
7.72
%
5.24
%
5.17
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
1,094,637

1,456

238,894

1,332,075

 
1,234,075

8,410

384,364

1,610,029

Weighted average rate
5.51
%
3.68
%
2.90
%
5.05
%
 
5.23
%
3.41
%
2.73
%
4.64
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
441,044

9,235

164,956

596,765

 
576,864

43,044

218,789

752,609

Weighted average rate    
1.19
%
2.08
%
1.41
%
1.23
%
 
1.49
%
2.05
%
1.66
%
1.50
%
Total variable-rate debt
1,535,681

10,691

403,850

1,928,840

 
1,810,939

51,454

603,153

2,362,638

Total Nonrecourse Debt
$
3,410,085

$
336,747

$
1,918,127

$
4,991,465

 
$
4,036,103

$
452,961

$
2,430,493

$
6,013,635

Weighted Average Rate
4.92
%
7.27
%
4.56
%
4.62
%
 
4.88
%
7.10
%
4.52
%
4.57
%
 
 

42

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) - Three and Six Months Ended June 30, 2014 (in thousands)

 
Three Months Ended June 30, 2014
 
 
Six Months Ended June 30, 2014
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Commercial Group
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$
123,791

$
4,434

$
69,832

$
39

$
189,228

 
 
$
253,876

$
9,536

$
139,078

$
7,029

$
390,447

Exclude straight-line rent adjustment
(997
)


20

(977
)
 
 
(4,036
)


79

(3,957
)
Add interest and other income
2,222

22

(444
)

1,756

 
 
4,006

43

75


4,038

Equity in earnings (loss) of unconsolidated entities
21,542


(21,553
)

(11
)
 
 
27,978


(27,997
)

(19
)
Exclude operating expenses of unconsolidated entities
28,474


(28,474
)


 
 
57,421


(57,421
)


Exclude gain on disposition of unconsolidated entities
(16,090
)

16,090



 
 
(16,090
)

16,090



Exclude depreciation and amortization of unconsolidated entities
15,133


(15,133
)


 
 
29,153


(29,153
)


Exclude interest expense of unconsolidated entities
20,318


(20,318
)


 
 
40,672


(40,672
)


Exclude loss on extinguishment of debt of unconsolidated entities





 
 





Adjusted revenues
194,393

4,456


59

189,996

 
 
392,980

9,579


7,108

390,509

Operating expenses
73,157

2,237

28,474

(1,749
)
97,645

 
 
154,705

5,065

57,421

3,014

210,075

Operating expenses of unconsolidated entities
28,474


(28,474
)


 
 
57,421


(57,421
)


Write-offs of abandoned development projects and demolition costs
650




650

 
 
650




650

Non-Real Estate depreciation and amortization
189




189

 
 
403




403

Exclude straight-line rent adjustment
(433
)



(433
)
 
 
(874
)



(874
)
Adjusted operating expenses
102,037

2,237


(1,749
)
98,051

 
 
212,305

5,065


3,014

210,254

Net operating income
92,356

2,219


1,808

91,945

 
 
180,675

4,514


4,094

180,255

Interest expense
(32,279
)
(780
)
(20,318
)
(55
)
(51,872
)
 
 
(66,845
)
(2,296
)
(40,672
)
(5,538
)
(110,759
)
Interest expense of unconsolidated entities
(20,318
)

20,318



 
 
(40,672
)

40,672



Loss on extinguishment of debt
(707
)


(431
)
(1,138
)
 
 
(871
)


(448
)
(1,319
)
Loss on extinguishment of debt of unconsolidated entities





 
 





Impairment of non-depreciable real estate





 
 





Loss on disposition of partial interest in development project
(19,590
)
(3,379
)


(16,211
)
 
 
(19,590
)
(3,379
)


(16,211
)
Amortization of mortgage procurement costs - Real Estate Groups
(1,745
)



(1,745
)
 
 
(3,759
)


(41
)
(3,800
)
Net gain on change in control of interests





 
 





Straight-line rent adjustment
564



(20
)
544

 
 
3,162



(79
)
3,083

Noncontrolling interest in FFO
1,940

1,940




 
 
1,161

1,161




Pre-tax FFO from discontinued operations
1,302



(1,302
)

 
 
(2,012
)


2,012


Income tax benefit (expense) on FFO





 
 





Funds From Operations (FFO)
$
21,523

$

$

$

$
21,523

 
 
$
51,249

$

$

$

$
51,249

Depreciation and amortization - Real Estate Groups
(45,764
)



(45,764
)
 
 
(88,473
)


(986
)
(89,459
)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest


16,090

1,276

17,366

 
 
(467
)

16,090

28,042

43,665

Gain on disposition of unconsolidated entities
16,090


(16,090
)


 
 
16,090


(16,090
)


Impairment of consolidated and unconsolidated depreciable real estate, net of noncontrolling interest
(129,059
)



(129,059
)
 
 
(129,059
)



(129,059
)
Non-FFO from discontinued operations
1,276



(1,276
)

 
 
27,056



(27,056
)

Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(135,934
)
$

$

$

$
(135,934
)
 
 
$
(123,604
)
$

$

$

$
(123,604
)

43

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) - Three and Six Months Ended June 30, 2014 (in thousands) (continued)

 
Three Months Ended June 30, 2014
 
 
Six Months Ended June 30, 2014
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Residential Group
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$
61,553

$
678

$
39,529

$

$
100,404

 
 
$
127,222

$
2,737

$
79,811

$

$
204,296

Exclude straight-line rent adjustment
24




24

 
 
29




29

Add interest and other income
6,599

200

70


6,469

 
 
13,044

329

115


12,830

Equity in earnings (loss) of unconsolidated entities
5,373

98

(5,651
)

(376
)
 
 
34,137

77

(34,551
)

(491
)
Exclude operating expenses of unconsolidated entities
18,572


(18,572
)


 
 
39,438


(39,438
)


Exclude gain on disposition of unconsolidated entities





 
 
(24,796
)

24,796



Exclude depreciation and amortization of unconsolidated entities
7,825


(7,825
)


 
 
15,399


(15,399
)


Exclude interest expense of unconsolidated entities
7,507


(7,507
)


 
 
15,038


(15,038
)


Exclude loss on extinguishment of debt of unconsolidated entities
44


(44
)


 
 
296


(296
)


Adjusted revenues
107,497

976



106,521

 
 
219,807

3,143



216,664

Operating expenses
37,673

(137
)
18,572


56,382

 
 
83,342

859

39,438


121,921

Operating expenses of unconsolidated entities
18,572


(18,572
)


 
 
39,438


(39,438
)


Write-offs of abandoned development projects
283




283

 
 
283




283

Non-Real Estate depreciation and amortization
133




133

 
 
294




294

Exclude straight-line rent adjustment
(60
)



(60
)
 
 
(60
)



(60
)
Adjusted operating expenses
56,601

(137
)


56,738

 
 
123,297

859



122,438

Net operating income
50,896

1,113



49,783

 
 
96,510

2,284



94,226

Interest expense
(5,817
)
(167
)
(7,507
)

(13,157
)
 
 
(15,002
)
(330
)
(15,038
)

(29,710
)
Interest expense of unconsolidated entities
(7,507
)

7,507



 
 
(15,038
)

15,038



Loss on extinguishment of debt
(7
)

(44
)

(51
)
 
 
(7
)

(296
)

(303
)
Loss on extinguishment of debt of unconsolidated entities
(44
)

44



 
 
(296
)

296



Impairment of non-depreciable real estate





 
 





Loss on disposition of partial interest in development project





 
 





Amortization of mortgage procurement costs - Real Estate Groups
(702
)



(702
)
 
 
(1,386
)



(1,386
)
Net gain on change in control of interests





 
 
2,759




2,759

Straight-line rent adjustment
(84
)



(84
)
 
 
(89
)



(89
)
Noncontrolling interest in FFO
(946
)
(946
)



 
 
(1,954
)
(1,954
)



Pre-tax FFO from discontinued operations





 
 





Income tax benefit (expense) on FFO





 
 





Funds From Operations (FFO)
$
35,789

$

$

$

$
35,789

 
 
$
65,497

$

$

$

$
65,497

Depreciation and amortization - Real Estate Groups
(24,855
)



(24,855
)
 
 
(47,192
)



(47,192
)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest





 
 


24,796


24,796

Gain on disposition of unconsolidated entities





 
 
24,796


(24,796
)


Impairment of consolidated and unconsolidated depreciable real estate, net of noncontrolling interest





 
 





Non-FFO from discontinued operations





 
 





Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
10,934

$

$

$

$
10,934

 
 
$
43,101

$

$

$

$
43,101


44

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) - Three and Six Months Ended June 30, 2014 (in thousands) (continued)

 
Three Months Ended June 30, 2014
 
 
Six Months Ended June 30, 2014
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Arena
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$
24,572

$
11,090

$

$

$
13,482

 
 
$
59,929

$
27,040

$

$

$
32,889

Exclude straight-line rent adjustment
(381
)



(381
)
 
 
(381
)



(381
)
Add interest and other income





 
 





Equity in earnings (loss) of unconsolidated entities





 
 





Exclude operating expenses of unconsolidated entities





 
 





Exclude gain on disposition of unconsolidated entities





 
 





Exclude depreciation and amortization of unconsolidated entities





 
 





Exclude interest expense of unconsolidated entities





 
 





Exclude loss on extinguishment of debt of unconsolidated entities





 
 





Adjusted revenues
24,191

11,090



13,101

 
 
59,548

27,040



32,508

Operating expenses
14,818

6,609



8,209

 
 
38,294

17,112



21,182

Operating expenses of unconsolidated entities





 
 





Write-offs of abandoned development projects





 
 





Non-Real Estate depreciation and amortization
16




16

 
 
33




33

Exclude straight-line rent adjustment





 
 





Adjusted operating expenses
14,834

6,609



8,225

 
 
38,327

17,112



21,215

Net operating income
9,357

4,481



4,876

 
 
21,221

9,928



11,293

Interest expense
(9,649
)
(4,901
)


(4,748
)
 
 
(19,206
)
(9,750
)


(9,456
)
Interest expense of unconsolidated entities





 
 





Loss on extinguishment of debt





 
 





Loss on extinguishment of debt of unconsolidated entities





 
 





Impairment of non-depreciable real estate





 
 





Loss on disposition of partial interest in development project





 
 





Amortization of mortgage procurement costs - Real Estate Groups
(20
)



(20
)
 
 
(80
)



(80
)
Net gain on change in control of interests





 
 





Straight-line rent adjustment
381




381

 
 
381




381

Noncontrolling interest in FFO
420

420




 
 
(178
)
(178
)



Pre-tax FFO from discontinued operations





 
 





Income tax benefit (expense) on FFO





 
 





Funds From Operations (FFO)
$
489

$

$

$

$
489

 
 
$
2,138

$

$

$

$
2,138

Depreciation and amortization - Real Estate Groups
(5,000
)



(5,000
)
 
 
(9,941
)



(9,941
)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest





 
 





Gain on disposition of unconsolidated entities





 
 





Impairment of consolidated and unconsolidated depreciable real estate, net of noncontrolling interest





 
 





Non-FFO from discontinued operations





 
 





Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(4,511
)
$

$

$

$
(4,511
)
 
 
$
(7,803
)
$

$

$

$
(7,803
)

45

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) - Three and Six Months Ended June 30, 2014 (in thousands) (continued)

 
Three Months Ended June 30, 2014
 
 
Six Months Ended June 30, 2014
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Land Group
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$
19,721

$
1,965

$
1,123

$

$
18,879

 
 
$
38,147

$
3,794

$
2,053

$

$
36,406

Exclude straight-line rent adjustment





 
 





Add interest and other income
3,462

344

2


3,120

 
 
6,707

660

6


6,053

Equity in earnings (loss) of unconsolidated entities
514


(515
)

(1
)
 
 
496


(623
)

(127
)
Exclude operating expenses of unconsolidated entities
520


(520
)


 
 
1,221


(1,221
)


Exclude gain on disposition of unconsolidated entities





 
 





Exclude depreciation and amortization of unconsolidated entities
10


(10
)


 
 
20


(20
)


Exclude interest expense of unconsolidated entities
80


(80
)


 
 
195


(195
)


Exclude loss on extinguishment of debt of unconsolidated entities





 
 





Adjusted revenues
24,307

2,309



21,998

 
 
46,786

4,454



42,332

Operating expenses
10,100

914

520


9,706

 
 
18,949

1,787

1,221


18,383

Operating expenses of unconsolidated entities
520


(520
)


 
 
1,221


(1,221
)


Write-offs of abandoned development projects





 
 





Non-Real Estate depreciation and amortization
52




52

 
 
101




101

Exclude straight-line rent adjustment





 
 





Adjusted operating expenses
10,672

914



9,758

 
 
20,271

1,787



18,484

Net operating income
13,635

1,395



12,240

 
 
26,515

2,667



23,848

Interest expense
147


(80
)

67

 
 
285


(195
)

90

Interest expense of unconsolidated entities
(80
)

80



 
 
(195
)

195



Loss on extinguishment of debt





 
 





Loss on extinguishment of debt of unconsolidated entities





 
 





Impairment of non-depreciable real estate
(770
)



(770
)
 
 
(770
)



(770
)
Loss on disposition of partial interest in development project





 
 





Amortization of mortgage procurement costs - Real Estate Groups
(2
)



(2
)
 
 
(7
)



(7
)
Net gain on change in control of interests





 
 





Straight-line rent adjustment





 
 





Noncontrolling interest in FFO
(1,395
)
(1,395
)



 
 
(2,667
)
(2,667
)



Pre-tax FFO from discontinued operations





 
 





Income tax benefit (expense) on FFO





 
 





Funds From Operations (FFO)
$
11,535

$

$

$

$
11,535

 
 
$
23,161

$

$

$

$
23,161

Depreciation and amortization - Real Estate Groups
(42
)



(42
)
 
 
(75
)



(75
)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest





 
 





Gain on disposition of unconsolidated entities





 
 





Impairment of consolidated and unconsolidated depreciable real estate, net of noncontrolling interest





 
 





Non-FFO from discontinued operations





 
 





Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
11,493

$

$

$

$
11,493

 
 
$
23,086

$

$

$

$
23,086


46

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) - Three and Six Months Ended June 30, 2014 (in thousands) (continued)

 
Three Months Ended June 30, 2014
 
 
Six Months Ended June 30, 2014
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Corporate Group
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$

$

$

$

$

 
 
$

$

$

$

$

Exclude straight-line rent adjustment





 
 





Add interest and other income
92




92

 
 
121




121

Equity in earnings (loss) of unconsolidated entities
(261
)



(261
)
 
 
(1,414
)



(1,414
)
Exclude operating expenses of unconsolidated entities





 
 





Exclude gain on disposition of unconsolidated entities





 
 





Exclude depreciation and amortization of unconsolidated entities





 
 





Exclude interest expense of unconsolidated entities





 
 





Exclude loss on extinguishment of debt of unconsolidated entities





 
 





Adjusted revenues
(169
)



(169
)
 
 
(1,293
)



(1,293
)
Operating expenses
10,059




10,059

 
 
21,620




21,620

Operating expenses of unconsolidated entities





 
 





Write-offs of abandoned development projects





 
 





Non-Real Estate depreciation and amortization
700




700

 
 
1,436




1,436

Exclude straight-line rent adjustment





 
 





Adjusted operating expenses
10,759




10,759

 
 
23,056




23,056

Net operating income
(10,928
)



(10,928
)
 
 
(24,349
)



(24,349
)
Interest expense
(9,555
)



(9,555
)
 
 
(18,837
)



(18,837
)
Interest expense of unconsolidated entities





 
 





Loss on extinguishment of debt





 
 





Loss on extinguishment of debt of unconsolidated entities





 
 





Impairment of non-depreciable real estate





 
 





Loss on disposition of partial interest in development project





 
 





Amortization of mortgage procurement costs - Real Estate Groups





 
 





Net gain on change in control of interests





 
 





Straight-line rent adjustment





 
 





Noncontrolling interest in FFO





 
 





Pre-tax FFO from discontinued operations





 
 





Income tax benefit (expense) on FFO
4,276




4,276

 
 
9,599




9,599

Funds From Operations (FFO)
$
(16,207
)
$

$

$

$
(16,207
)
 
 
$
(33,587
)
$

$

$

$
(33,587
)
Depreciation and amortization - Real Estate Groups





 
 





Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest





 
 





Gain on disposition of unconsolidated entities





 
 





Impairment of consolidated and unconsolidated depreciable real estate, net of noncontrolling interest





 
 





Non-FFO from discontinued operations





 
 





Income tax benefit (expense) on non-FFO:










 
 
 
 
 
 
 
Gain on disposition of rental properties
(8,820
)



(8,820
)
 
 
(28,718
)



(28,718
)
Impairment of depreciable real estate
50,053




50,053

 
 
50,053




50,053

Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
25,026

$

$

$

$
25,026

 
 
$
(12,252
)
$

$

$

$
(12,252
)

47

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of Funds From Operations (FFO) - Three and Six Months Ended June 30, 2014 (in thousands) (continued)

 
Three Months Ended June 30, 2014
 
 
Six Months Ended June 30, 2014
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
 
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Total
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$
229,637

$
18,167

$
110,484

$
39

$
321,993

 
 
$
479,174

$
43,107

$
220,942

$
7,029

$
664,038

Exclude straight-line rent adjustment
(1,354
)


20

(1,334
)
 
 
(4,388
)


79

(4,309
)
Add interest and other income
12,375

566

(372
)

11,437

 
 
23,878

1,032

196


23,042

Equity in earnings (loss) of unconsolidated entities
27,168

98

(27,719
)

(649
)
 
 
61,197

77

(63,171
)

(2,051
)
Exclude operating expenses of unconsolidated entities
47,566


(47,566
)


 
 
98,080


(98,080
)


Exclude gain on disposition of unconsolidated entities
(16,090
)

16,090



 
 
(40,886
)

40,886



Exclude depreciation and amortization of unconsolidated entities
22,968


(22,968
)


 
 
44,572


(44,572
)


Exclude interest expense of unconsolidated entities
27,905


(27,905
)


 
 
55,905


(55,905
)


Exclude loss on extinguishment of debt of unconsolidated entities
44


(44
)


 
 
296


(296
)


Adjusted revenues
350,219

18,831


59

331,447

 
 
717,828

44,216


7,108

680,720

Operating expenses
145,807

9,623

47,566

(1,749
)
182,001

 
 
316,910

24,823

98,080

3,014

393,181

Operating expenses of unconsolidated entities
47,566


(47,566
)


 
 
98,080


(98,080
)


Write-offs of abandoned development projects and demolition costs
933




933

 
 
933




933

Non-Real Estate depreciation and amortization
1,090




1,090

 
 
2,267




2,267

Exclude straight-line rent adjustment
(493
)



(493
)
 
 
(934
)



(934
)
Adjusted operating expenses
194,903

9,623


(1,749
)
183,531

 
 
417,256

24,823


3,014

395,447

Net operating income
155,316

9,208


1,808

147,916

 
 
300,572

19,393


4,094

285,273

Interest expense
(57,153
)
(5,848
)
(27,905
)
(55
)
(79,265
)
 
 
(119,605
)
(12,376
)
(55,905
)
(5,538
)
(168,672
)
Interest expense of unconsolidated entities
(27,905
)

27,905



 
 
(55,905
)

55,905



Loss on extinguishment of debt
(714
)

(44
)
(431
)
(1,189
)
 
 
(878
)

(296
)
(448
)
(1,622
)
Loss on extinguishment of debt of unconsolidated entities
(44
)

44



 
 
(296
)

296



Impairment of non-depreciable real estate
(770
)



(770
)
 
 
(770
)



(770
)
Loss on disposition of partial interest in development project
(19,590
)
(3,379
)


(16,211
)
 
 
(19,590
)
(3,379
)


(16,211
)
Amortization of mortgage procurement costs - Real Estate Groups
(2,469
)



(2,469
)
 
 
(5,232
)


(41
)
(5,273
)
Net gain on change in control of interests





 
 
2,759




2,759

Straight-line rent adjustment
861



(20
)
841

 
 
3,454



(79
)
3,375

Noncontrolling interest in FFO
19

19




 
 
(3,638
)
(3,638
)



Pre-tax FFO from discontinued operations
1,302



(1,302
)

 
 
(2,012
)


2,012


Income tax benefit (expense) on FFO
4,276




4,276

 
 
9,599




9,599

Funds From Operations (FFO)
$
53,129

$

$

$

$
53,129

 
 
$
108,458

$

$

$

$
108,458

Depreciation and amortization - Real Estate Groups
(75,661
)



(75,661
)
 
 
(145,681
)


(986
)
(146,667
)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest


16,090

1,276

17,366

 
 
(467
)

40,886

28,042

68,461

Gain on disposition of unconsolidated entities
16,090


(16,090
)


 
 
40,886


(40,886
)


Impairment of consolidated and unconsolidated depreciable real estate, net of noncontrolling interest
(129,059
)



(129,059
)
 
 
(129,059
)



(129,059
)
Non-FFO from discontinued operations
1,276



(1,276
)

 
 
27,056



(27,056
)

Income tax benefit (expense) on non-FFO:
 
 
 
 
 
 
 
 
 
 
 
 
Gain on disposition of rental properties
(8,820
)



(8,820
)
 
 
(28,718
)



(28,718
)
Impairment of depreciable real estate
50,053




50,053

 
 
50,053




50,053

Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(92,992
)
$

$

$

$
(92,992
)
 
 
$
(77,472
)
$

$

$

$
(77,472
)

48