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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

June 11, 2013

Date of Report (Date of earliest event reported)

 

Rouse Properties, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-35278

 

90-0750824

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1114 Avenue of the Americas, Suite 2800, New York, New York

 

10036

(Address of principal executive offices)

 

(Zip Code)

 

(212) 608-5108

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



Table of Contents

 

Item 9.01 Financial Statements and Exhibits

 

In accordance with Rule 3-14 and Article 11 of Regulation S-X, Rouse Properties, Inc. is hereby filing the following financial statements relating to its acquisitions of Grand Traverse Mall and The Mall at Turtle Creek.

 

(a) Financial Statements of Businesses Acquired

 

Description

 

Page

Grand Traverse Mall

 

 

 

 

 

Independent Auditors’ Report

 

F-1

 

 

 

Historical Summaries of Gross Income and Direct Operating Expenses for the year ended December 31, 2011, the period from November 10, 2010 through December 31, 2010 (Successor), the period from Janaury 1, 2010 through November 9, 2010 (Predecessor), and the year ended December 31, 2009 (Predecessor)

 

F-2

 

 

 

Notes to the Historical Summaries of Gross Income and Direct Operating Expenses for the year ended December 31, 2011, the period from November 10, 2010 through December 31, 2010 (Successor), the period from Janaury 1, 2010 through November 9, 2010 (Predecessor), and the year ended December 31, 2009 (Predecessor)

 

F-3

 

 

 

The Mall at Turtle Creek

 

 

 

 

 

Independent Auditors’ Report

 

F-5

 

 

 

Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2012 (unaudited) and the year ended December 31, 2011

 

F-6

 

 

 

Notes to the Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2012 (unaudited) and the year ended December 31, 2011

 

F-7

 

(b) Pro Forma Financial Information

 

Description

 

Page

Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)

 

F-10

 

 

 

Notes to the Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)

 

F-11

 

(d) Exhibits

 

Exhibit

 

Title of Exhibit

23.1

 

Consent of Deloitte & Touche LLP dated June 10, 2013

 

 

 

23.2

 

Consent of Deloitte & Touche LLP dated June 10, 2013

 

2



Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

ROUSE PROPERTIES, INC.

 

 

 

 

 

By:

/s/ John Wain

 

 

John Wain

 

 

Chief Financial Officer

 

 

Date: June 11, 2013

 

 

3



Table of Contents

 

Index to Financial Statements

 

Description

 

Page

Grand Traverse Mall

 

 

 

 

 

Independent Auditors’ Report

 

F-1

 

 

 

Historical Summaries of Gross Income and Direct Operating Expenses for the year ended December 31, 2011, the period from November 10, 2010 through December 31, 2010 (Successor), the period from Janaury 1, 2010 through November 9, 2010 (Predecessor), and the year ended December 31, 2009 (Predecessor)

 

F-2

 

 

 

Notes to the Historical Summaries of Gross Income and Direct Operating Expenses for the year ended December 31, 2011, the period from November 10, 2010 through December 31, 2010 (Successor), the period from Janaury 1, 2010 through November 9, 2010 (Predecessor), and the year ended December 31, 2009 (Predecessor)

 

F-3

 

 

 

The Mall at Turtle Creek

 

 

 

 

 

Independent Auditors’ Report

 

F-5

 

 

 

Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2012 (unaudited) and the year ended December 31, 2011

 

F-6

 

 

 

Notes to the Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2012 (unaudited) and the year ended December 31, 2011

 

F-7

 

 

 

Pro Forma Financial Information

 

 

 

 

 

Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)

 

F-10

 

 

 

Notes to the Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)

 

F-11

 

4



Table of Contents

 

INDEPENDENT AUDITORS’ REPORT

 

The Board of Directors

Rouse Properties, Inc.

New York, New York

 

We have audited the accompanying Historical Summaries of Gross Income and Direct Operating Expenses of Grand Traverse Mall (the “Property”) for the year ended December 31, 2011, the period from November 10, 2010 through December 31, 2010 (Successor), the period from January 1, 2010 through November 9, 2010 (Predecessor) and the year ended December 31, 2009 (Predecessor) and the related notes (the “historical summaries”).

 

Management’s Responsibility for the Historical Summaries

 

Management is responsible for the preparation and fair presentation of these historical summaries in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the historical summaries that are free from material misstatement, whether due to fraud or error.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on the historical summaries based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the historical summaries are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the historical summaries. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the historical summaries, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Property’s preparation and fair presentation of the historical summaries in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the historical summaries.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the historical summaries referred to above present fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of the Property for the year ended December 31, 2011, the period from November 10, 2010 through December 31, 2010 (Successor), the period from January 1, 2010 through November 9, 2010 (Predecessor) and the year ended December 31, 2009 (Predecessor), in accordance with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

We draw attention to Note 2 to the historical summaries, which describes that the accompanying historical summaries were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the Property’s revenues and expenses. Our opinion is not modified with respect to this matter.

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

New York, NY

 

 

 

June  10, 2013

 

 

F-1



Table of Contents

 

GRAND TRAVERSE MALL

 

Historical Summaries of Gross Income and

 

Direct Operating Expenses

 

 

 

Successor

 

Predecessor

 

 

 

Year ended
December 31,
2011

 

Period from
November 10,
2010 through
December 31,
2010

 

Period from
January 1, 2010
through
November 9,
2010

 

Year ended
December 31,
2009

 

Gross income:

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

6,352,299

 

$

932,086

 

$

5,317,141

 

$

6,151,403

 

Tenant recoveries

 

3,583,902

 

504,803

 

3,144,206

 

3,646,410

 

Overage rents

 

81,567

 

47,841

 

43,251

 

88,602

 

Other

 

211,408

 

44,944

 

218,854

 

272,514

 

Total revenues

 

10,229,176

 

1,529,674

 

8,723,452

 

10,158,929

 

Direct operating expenses:

 

 

 

 

 

 

 

 

 

Real estate taxes

 

636,552

 

86,181

 

537,670

 

624,200

 

Property operating expenses

 

2,679,995

 

393,579

 

2,296,931

 

2,610,443

 

Interest

 

4,163,927

 

600,040

 

3,651,532

 

4,337,233

 

Total direct operating expenses

 

7,480,474

 

1,079,800

 

6,486,133

 

7,571,876

 

Excess of gross income over direct operating expenses

 

$

2,748,702

 

$

449,874

 

$

2,237,319

 

$

2,587,053

 

 

See accompanying notes to historical summaries of gross income and direct operating expenses.

 

F-2



Table of Contents

 

GRAND TRAVERSE MALL

 

Notes to Historical Summaries of Gross Income and

 

Direct Operating Expenses

 

(1)                      Business

 

Grand Traverse Mall (the “Property”) is located in Traverse City, MI. The Property has approximately 589,000 square feet (unaudited) of gross leasable area of retail space and was approximately 85.4% leased at December 31, 2011 to a total of 75 tenants. Rouse Properties, Inc. (“Rouse”), through a wholly owned subsidiary RPI Grand Traverse Mall, LLC (“RPI Grand Traverse”), acquired Grand Traverse Mall, LLC (“Grand Traverse”) and the asset and liabilities of the entity on February 21, 2012 from GGP, Inc (“GGPI”) and GGPLP LLC (“GGPLP” and, together with GGPI, collectively, “GGP”).  On December 31, 2009, Grand Traverse Mall Partners, LP was converted to Grand Traverse Mall, LLC.

 

In April of 2009, GGP’s predecessor (“Predecessor”) and certain of its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Chapter 11”).  On October 21, 2010, the Bankruptcy Court entered an order confirming the plan of reorganizations which became effective on November 9, 2010 (the “Effective Date”).  On the Effective Date, General Growth Properties, Inc. emerged from Chapter 11 bankruptcy after receiving a significant equity infusion from investors and other associated events.  As a result of the emergence from bankruptcy and the related equity infusion, the majority of equity in GGP changed ownership, which triggered the application of acquisition accounting to the assets and liabilities of GGP. 

 

(2)                      Basis of Presentation

 

The Historical Summaries of Gross Income and Direct Operating Expenses (Historical Summary) has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission (SEC) Regulation S-X and is not intended to be a complete presentation of the Property’s revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

(3)                      Gross Income

 

The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for real estate tax, and property operating expenses. Revenue related to these reimbursed expenses is recognized in the period the applicable expenses are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates.

 

Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exist in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments impacted base rental income by $186,927 for the year ended December 31, 2011, $2,072 for the period November 10, 2010 through December 31, 2010, $(2,185) for the period January 1, 2010 through November 9, 2010, and $(124,058) for the year ended December 31, 2009.

 

F-3



Table of Contents

 

GRAND TRAVERSE MALL

 

Notes to Historical Summaries of Gross Income and

 

Direct Operating Expenses

 

Minimum rents to be received from retail tenants under operating leases, with remaining lease terms through 2021, as of December 31, 2011, are as follows:

 

Year

 

Amount

 

2012

 

$

3,932,499

 

2013

 

3,957,004

 

2014

 

3,885,041

 

2015

 

3,578,289

 

2016

 

3,481,935

 

Thereafter

 

23,685,072

 

Total

 

$

42,519,840

 

 

(4)                      Direct Operating Expenses

 

Direct operating expenses include only those expenses expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Expenses such as depreciation, amortization and interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.

 

(5)                      Interest Expense

 

In connection with the acquisition of the Property, Rouse assumed the mortgage loan secured by the Property. This mortgage loan had an original balance of $90.0 million and as of December 31, 2011 the outstanding balance was approximately $81.3 million.  The loan bears an interest rate of 5.02%.  As of December 31, 2011, the mortgage had a maturity date of October 1, 2012.

 

The mortgage loan had the following scheduled amortization payments as of December 31, 2011:

 

Year

 

Amount

 

2012

 

$

81,265,526

 

Total

 

$

81,265,526

 

 

(6)                      Subsequent Events

 

On February 21, 2012, Rouse amended and restated the mortgage loan and reduced the outstanding principal amount from approximately $81.1 million to $62.0 million.  The loan continued to bear an interest rate of 5.02% and the maturity date of the loan was extended to February 21, 2017.

 

Subsequent to February 21, 2012 and through June 10, 2013, the date through which management evaluated subsequent events and on which date the Historical Summary was issued, management did not identify any additional subsequent events requiring additional disclosure.

 

F-4



Table of Contents

 

INDEPENDENT AUDITORS’ REPORT

 

The Board of Directors

Rouse Properties, Inc.

New York, New York

 

We have audited the accompanying Combined Historical Summaries of Gross Income and Direct Operating Expenses of The Mall at Turtle Creek (the “Property”) for the year ended December 31, 2011 and the related notes (the “combined historical summaries”).

 

Management’s Responsibility for the Historical Summaries

 

Management is responsible for the preparation and fair presentation of these combined historical summaries in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the historical summaries that are free from material misstatement, whether due to fraud or error.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on the combined historical summaries based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the historical summaries are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the historical summaries. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the historical summaries, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Property’s preparation and fair presentation of the historical summaries in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the historical summaries.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the combined historical summaries referred to above present fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of the Property for the year ended December 31, 2011, in accordance with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

We draw attention to Note 2 to the combined historical summaries, which describes that the accompanying historical summaries were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the Property’s revenues and expenses. Our opinion is not modified with respect to this matter.

 

/s/ DELOITTE & TOUCHE LLP

 

New York, NY

 

June 10, 2013

 

F-5



Table of Contents

 

THE MALL AT TURTLE CREEK

 

Combined Historical Summaries of Gross Income and

 

Direct Operating Expenses

 

 

 

Nine Months ended
September 30, 2012
(Unaudited)

 

Year Ended December
31, 2011

 

Gross income:

 

 

 

 

 

Minimum rents

 

$

5,110,172

 

$

6,365,430

 

Tenant recoveries

 

1,633,643

 

2,794,495

 

Overage rents

 

253,298

 

267,793

 

Other

 

223,601

 

235,128

 

Total revenues

 

7,220,714

 

9,662,846

 

Direct operating expenses:

 

 

 

 

 

Real estate taxes

 

375,179

 

466,337

 

Property operating expenses

 

1,111,768

 

1,480,644

 

Interest

 

3,998,843

 

5,383,573

 

Total direct operating expenses

 

5,485,790

 

7,330,554

 

Excess of gross income over direct operating expenses

 

$

1,734,924

 

$

2,332,292

 

 

See accompanying notes to combined historical summaries of gross income and direct operating expenses.

 

F-6



Table of Contents

 

THE MALL AT TURTLE CREEK

 

Notes to Combined Historical Summaries of Gross Income and

 

Direct Operating Expenses

 

(1)                      Business

 

The Mall at Turtle Creek (the “Mall”) and Turtle Creek Crossing (the “Crossing” and, together with the Mall, collectively, the “Property”) are located in Jonesboro, AR. The Property has approximately 368,000 square feet (unaudited) of gross leasable area of retail space and was approximately 91.6% leased at December 31, 2011 to a total of 84 tenants. Rouse Properties, Inc. (“Rouse”), through the wholly owned subsidiaries RPI Turtle Creek Mall, LLC (“Turtle Creek”) and RPI Turtle Creek Crossing, LLC (“Turtle Crossing”), acquired the Mall and the Crossing on December 28, 2012 from Mall at Turtle Creek, LLC and Turtle Creek Partners, LLC.

 

(2)                      Basis of Presentation

 

The Combined Historical Summaries (“Historical Summaries”) of Gross Income and Direct Operating Expenses (Historical Summary) has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission (SEC) Regulation S-X and is not intended to be a complete presentation of the Property’s revenues and expenses. The Combined Historical Summaries includes the combined accounts of Mall at Turtle Creek, LLC and Turtle Creek Partners, LLC.  The Combined Historical Summaries have been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

(3)                      Gross Income

 

The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for real estate tax, and property operating expenses. Revenue related to these reimbursed expenses is recognized in the period the applicable expenses are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates.

 

Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exist in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments impacted base rental income by $98,521 for the period ended September 30, 2012 and $(130) for the year ended December 31, 2011.

 

Minimum rents to be received from retail tenants under operating leases, with remaining lease terms ranging through 2022, as of December 31, 2011, are as follows:

 

Year

 

Amount

 

2012

 

$

5,706,954

 

2013

 

5,885,005

 

2014

 

5,894,804

 

2015

 

5,834,706

 

2016

 

3,486,080

 

Thereafter

 

3,431,384

 

Total

 

$

30,238,933

 

 

(4)                      Direct Operating Expenses

 

Direct operating expenses include only those expenses expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Expenses such as depreciation, amortization and interest expense related to mortgage debt not assumed, and professional fees are excluded from the Combined Historical Summary.

 

(5)                      Interest Expense

 

Through the acquisition of the Property Rouse assumed the mortgage loan secured by the Mall. This mortgage loan had an original balance of $80.8 million and an outstanding balance of approximately $79.5 million at the time of the acquisition.  As of December 31, 2011, the outstanding balance was approximately $80.4 million.  The loan bears an

 

F-7



Table of Contents

 

THE MALL AT TURTLE CREEK

 

Notes to Combined Historical Summaries of Gross Income and

 

Direct Operating Expenses

 

interest rate of 6.54%, and has a maturity date of June 6, 2016. The mortgage loan has the following scheduled amortization payments as of December 31, 2011 and for the next five years:

 

Year

 

Amount

 

2012

 

$

925,942

 

2013

 

988,317

 

2014

 

1,054,895

 

2015

 

1,125,957

 

2016

 

76,258,615

 

Total

 

$

80,353,726

 

 

(6)                      Subsequent Events

 

Subsequent to December 31, 2011 and through June 10, 2013, the date through which management evaluated subsequent events and on which date the Combined Historical Summary was issued, management did not identify any subsequent events requiring additional disclosure.

 

F-8



Table of Contents

 

ROUSE PROPERTIES, INC.

 

Pro Forma Consolidated and Combined Statement of Operations (unaudited)

 

For the year ended December 31, 2012

 

The following unaudited Pro Forma Consolidated and Combined Statement of Operations is presented to give effect to the acquisitions and financings of the properties as indicated in Note (B) to the Notes to the Pro Forma Consolidated and Combined Statement of Operations as though they occurred on January 1, 2012.

 

The unaudited Pro Forma Consolidated and Combined Statement of Operations is not necessarily indicative of what the actual results of operations would have been for the year ended December 31, 2012, nor does it purport to represent future results of operations.

 

F-9



Table of Contents

 

ROUSE PROPERTIES, INC.

 

Pro Forma Consolidated and Combined Statement of Operations (unaudited)

 

For the year ended December 31, 2012

 

 

 

Historical (A)

 

Pro Forma
Adjustments (B)

 

Pro Forma

 

 

 

(In thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

Minimum rents (C)

 

$

154,401

 

$

7,646

 

$

162,047

 

Tenant recoveries

 

68,181

 

2,609

 

70,790

 

Overage rents

 

6,050

 

259

 

6,309

 

Other

 

5,342

 

322

 

5,664

 

Total revenues

 

233,974

 

10,836

 

244,810

 

Expenses:

 

 

 

 

 

 

 

Real estate taxes

 

23,447

 

574

 

24,021

 

Property maintenance costs

 

14,084

 

254

 

14,338

 

Marketing

 

3,787

 

 

3,787

 

Other property operating costs

 

61,110

 

1,556

 

62,666

 

Provision for doubtful accounts

 

1,919

 

23

 

1,942

 

General and administrative

 

20,652

 

 

20,652

 

Depreciation and amortization (C)

 

71,090

 

4,931

 

76,021

 

Other

 

9,965

 

 

9,965

 

Total expenses

 

206,054

 

7,338

 

213,392

 

Operating income

 

27,920

 

3,498

 

31,418

 

 

 

 

 

 

 

 

 

Interest income

 

755

 

 

755

 

Interest expense (D)

 

(96,889

)

(4,655

)

(101,544

)

Loss before income taxes

 

(68,214

)

(1,157

)

(69,371

)

Provision for income taxes

 

(445

)

 

(445

)

Net loss

 

$

(68,659

)

$

(1,157

)

$

(69,816

)

 

 

 

 

 

 

 

 

Net loss per share - Basic and Diluted

 

$

(1.49

)

 

 

$

(1.51

)

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.21

 

$

 

$

0.21

 

 

See accompanying notes to the unaudited Pro Forma Consolidated and Combined Statement of Operations.

 

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Table of Contents

 

ROUSE PROPERTIES, INC.

 

Notes to Pro Forma Consolidated and Combined Statement of Operations (unaudited)

 

For the year ended December 31, 2012

 

(A)                               The historical column represents the Company’s Consolidated Statement of Operations for the year ended December 31, 2012 as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

(B)                               Total pro forma adjustments for significant acquisitions consummated through the date of this filing are as though the properties were acquired on January 1, 2012.

 

Total revenues and expenses for the year ended December 31, 2012 is based on information provided by the sellers for Grand Traverse Mall and The Mall at Turtle Creek.  Grand Traverse Mall was purchased on February 21, 2012, and as such the pro forma adjustments represent the period from January 1, 2012 to February 20, 2012.  The Mall at Turtle Creek was purchased on December 28, 2012, and as such the pro forma adjustments represent the period from January 1, 2012 to December 27, 2012.

 

The pro forma adjustments for the year ended December 31, 2012 are composed of the following adjustments:

 

 

 

Grand Traverse Mall

 

The Mall at Turtle Creek

 

Total Pro Forma
Adjustments

 

 

 

(In thousands)

 

Revenues:

 

 

 

 

 

 

 

Minimum rents

 

$

566

 

$

7,080

 

$

7,646

 

Tenant recoveries

 

423

 

2,186

 

2,609

 

Overage rents

 

6

 

253

 

259

 

Other

 

41

 

281

 

322

 

Total revenues

 

1,036

 

9,800

 

10,836

 

Expenses:

 

 

 

 

 

 

 

Real estate taxes

 

74

 

500

 

574

 

Property maintenance costs

 

75

 

179

 

254

 

Marketing

 

 

 

 

Other property operating costs

 

269

 

1,287

 

1,556

 

Provision for doubtful accounts

 

 

23

 

23

 

General and administrative

 

 

 

 

Depreciation and amortization

 

494

 

4,437

 

4,931

 

Other

 

 

 

 

Total expenses

 

912

 

6,426

 

7,338

 

Operating income

 

124

 

3,374

 

3,498

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

Interest expense

 

(560

)

(4,095

)

(4,655

)

Loss before income taxes

 

(436

)

(721

)

(1,157

)

Provision for income taxes

 

 

 

 

Net loss

 

$

(436

)

$

(721

)

$

(1,157

)

 

F-11



Table of Contents

 

ROUSE PROPERTIES, INC.

 

Notes to Pro Forma Consolidated and Combined Statement of Operations (unaudited)

 

For the year ended December 31, 2012

 

(C)                               Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

 

 

 

Years

 

Buildings and improvements

 

40

 

Equipment and fixtures

 

5 - 10

 

Tenant improvements

 

Shorter of useful life or applicable lease term

 

 

The portion of the purchase price allocated to above and below market lease intangibles will be amortized on a straight-line basis over the life of the related leases as an adjustment to rental income. In-place lease intangibles will be amortized on a straight-line basis over the life of the related leases as a component of amortization expense.

 

(D)                               The pro forma adjustments relating to incremental interest expense were based on the following debt terms (amounts in thousands):

 

 

 

Principal Balance
Assumed

 

Interest Rate

 

Maturity Date

 

Market Rate
Adjustment

 

Grand Traverse Mall

 

$

62,000

 

5.02

%

Feb 2017

 

$

 

The Mall at Turtle Creek

 

$

79,521

 

6.54

%

June 2016

 

$

(4,843

)

 

F-12