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8-K - 8-K - Rouse Properties, LLCq4-12312013x8xk.htm
EX-99.2 - EX-99.2 - Q4 2013 SUPPLEMENTAL - Rouse Properties, LLCex992-q4x12312013xsuppleme.htm
 
 

        
Rouse Properties Reports Fourth Quarter 2013 Results
- Core FFO Per Share Increased By 22.2% Year Over Year -
- Same Property Core NOI Increased 7.3% over the Same Quarter Prior Year -
- Signed 621,000 Square Feet of Leases in Fourth Quarter, 2.3 Million Square Feet in 2013 -
- Occupancy Improved By 300 Basis Points Year Over Year to 88.9% -
- Quarterly Dividend Raised By 31% to $0.17 Per Share -

New York, NY, March 5, 2014 - Rouse Properties, Inc. (the "Company" or "Rouse") (NYSE: RSE) a national owner of regional enclosed malls, today announced consolidated results for the three months ended December 31, 2013.
"With the strong operating results we achieved in the fourth quarter, especially the acceleration in our same property core net operating income, we are beginning to see the benefits of our strategic plans to drive leasing and offer a more exciting retailer mix at our properties," stated Andrew Silberfein, President and Chief Executive Officer.  "We leased 621,000 square feet in the fourth quarter, bringing the full year 2013 lease total to more than 2.3 million square feet, with much of this leasing activity yet to contribute to our net operating income.  As we move into 2014, we will continue to focus on our strategic plans to drive higher occupancy across our portfolio through the continued execution of our asset-by-asset improvement programs.  In addition, with a strengthened balance sheet from our recent capital activities, we are well-positioned to continue to grow our portfolio with selective acquisitions of dominant, middle-market malls.”

Operational and Financial Highlights for Fourth Quarter and Full Year 2013
Same property Core Net Operating Income ("Core NOI") grew by 7.3% in the fourth quarter compared to the same period last year, and 2.3% for the full year as compared to 2012.
Leased 621,000 square feet in the quarter, the seventh straight quarter with over 525,000 square feet leased.
Leased percentage was 91.2% (94.5% including anchors) at quarter end, a gain of 120 basis points compared to the same period last year and 50 basis points sequentially.
Occupied percentage was 88.9% at quarter end, an increase of 300 basis points compared to the same period last year and 70 basis points sequentially.
Permanent leased percentage at quarter end increased 290 basis points compared to the end of the same period last year and 170 basis points sequentially.
Total initial rental rates for new and renewal leases on a same suite basis rose 12.7% for the quarter ended December 31, 2013 and 9.9% for the full year.
Portfolio tenant sales increased 2.0% to $302 per square foot on a trailing twelve month basis.
Core Funds From Operations ("Core FFO") for 2013 increased by 22.2% to $1.54 per share compared to the prior year.
Financial Results for the Three Months Ended December 31, 2013
Core FFO was $23.1 million, or $0.46 per diluted share, as compared to $18.7 million, or $0.38 per diluted share in the prior year period, a 21% increase over the prior year. The growth was due to a Same Property Core NOI increase of 7.3% and reduced interest expense due to a paydown and refinancings of various loans within the portfolio. The growth in Core FFO was also attributable to the contribution from the acquisitions made during the year.
Core NOI was $44.6 million as compared to $39.5 million in the prior year period. On a same property basis, excluding the impacts of the acquisitions, the disposition of the Boulevard Mall, and termination income, Core NOI was $38.6 million as compared to $35.9 million for the three months ended December 31, 2013 and 2012.
Net loss was $(24.7) million, or $(0.50) per basic and diluted share, as compared to a net loss of $(13.6) million, or $(0.28) per basic and diluted share in the prior year period. The change in net loss was the result of an impairment

1

 
 

charge of $15.2 million related to the Steeplegate Mall for the three months ended December 31, 2013 as compared to December 31, 2012.
Acquisitions
In December 2013, the Company acquired Chesterfield Towne Center for a total purchase price of approximately $165.5 million and assumed an existing $109.7 million mortgage loan. The loan bears interest at a fixed rate of 4.75% and matures in October 2022. Chesterfield Towne Center is a 1,018,000 square foot regional mall located in Richmond, Virginia. The mall is situated along the most vibrant retail corridor in Chesterfield County, a high growth, affluent submarket with average household income in a five-mile radius of $101,000. As the preferred shopping destination south of the James River, the mall serves a trade area of over 550,000 people. Chesterfield Town Center opened in 1975 and was renovated in 2008. The mall is anchored by Macy’s, jcpenney, Sears and features retailers such as Victoria’s Secret, Loft, francesca's collections, ULTA, Bath & Body Works, TJMaxx, Old Navy, and Hollister.
In December 2013, the Company acquired The Centre at Salisbury for a total purchase price of approximately $127.0 million and assumed an existing $115.0 million mortgage loan. The loan bears interest at a fixed rate of 5.79% and matures in May 2016. The Centre at Salisbury is an 862,000 square foot regional mall located in Salisbury, Maryland. The mall enjoys a dominant competitive position as the only enclosed mall for over 55 miles serving a trade area of over 330,000 people across nine counties in Maryland, Virginia, and Delaware. The Centre at Salisbury opened in 1990 and was renovated in 2010. The mall is anchored by Macy’s, Boscov’s, Sears, Dick’s Sporting Goods, and Regal Cinema and features retailers such as Victoria's Secret, Bath and Body Works, Finish Line, and Kay Jewelers. These retailers are complemented by several restaurant offerings such as LongHorn Steakhouse, Olive Garden, Red Lobster, Ruby Tuesday and Famous Dave’s BBQ.
Financings
In November 2013, the Company closed a new $510.0 million corporate credit facility, which replaced the Company’s existing $337.9 million credit facility, which had been scheduled to mature in January 2015. The new facility consists of a $260.0 million term loan with a five year term and a $250.0 million revolving line of credit with a four year initial term and a one year extension option.
Borrowings on the new facility bear interest at grid pricing of LIBOR plus 185 to 300 basis points (235 basis points as of December 31, 2013) based on corporate leverage, versus the company’s previous facility, which carried interest at LIBOR plus 450 basis points. The Company’s revolving line of credit capacity increased by $100.0 million and the $100.0 million subordinated revolving line of credit maturing in June 2015 was eliminated. Proceeds from the increased term loan component were partially used to retire a $70.9 million non-recourse mortgage loan on Southland Mall, CA.
Subsequent Events
In January 2014, the Company issued 8,050,000 shares of our common stock at $19.50 per share and raised approximately $150.7 million after offering costs. The proceeds from this offering will be used for future acquisitions, to pay down the outstanding balance of our new revolving line of credit, and general corporate purposes.
In February 2014, the Company retired the $27.6 million mortgage debt balance on The Bayshore Mall.
In March 2014, the Company exercised a portion of its accordion feature to increase its revolving line of credit facility from $250.0 million to $285.0 million. The term and rates are the same as the initial financing of this facility in November 2013.
Common Share Dividend
On February 27, 2014, the Board of Directors declared a common stock dividend of $0.17 per share payable on April 30, 2014 to stockholders of record on April 15, 2014. The Company's objective is to continue to grow the dividend over time and the Board will continue to evaluate the dividend policy as the Company's repositioning and acquisition plans continue to take effect.



2

 
 

2014 Guidance
Based on management's expectation as of the date of this release, the Company is providing initial guidance for 2014 Core FFO in the range of $1.54 to $1.58 per diluted share for the year ending December 31, 2014. Full year guidance assumes the following: Same-Property(1) Core NOI growth of 4.0% to 5.0%, general and administrative expense of $24.8 million to $25.0 million, and net interest expense of $66.3 million to $67.1 million. The guidance presented does not include the effects of property acquisitions, dispositions, or capital transaction activity completed subsequent to December 31, 2013, except those announced and completed.
A reconciliation of the range of estimated diluted net (loss) per share to estimated Core FFO per share for 2014 is as follows:
 
 
For the year ended
 
 
December 31, 2014
 
 
Low
 
High
Expected net income per share
 
0.10
 
 
0.20
 
Add: Depreciation and amortization
 
1.11
 
 
1.09
 
Expected Funds From Operations per share
 
1.21
 
 
1.29
 
Other Core Funds From Operations adjustments (2)
 
0.33
 
 
0.29
 
Core Funds From Operations (3)
 
 
$1.54
 
 
 
$1.58
 

(1) The Same Property excludes acquisitions completed after January 1, 2013, Knollwood and Gateway Malls which will be undergoing construction to convert the assets from enclosed malls to open air power centers, and Steeplegate Mall which is encumbered by a non-recourse mortgage loan that matures in August 2014 and has been reclassified as a special consideration asset.
(2) Refer to the Supplemental Information package for additional details on the nature of the adjustments to reconcile to FFO and Core FFO. 2014 Guidance includes:
 
 
Low
 
High
Straight-line rent and above / below market lease amortization
 
9,500

 
8,750

Other expenses
 
1,250

 
750

Amortization of market rate adjustments
 
3,750

 
3,250

Amortization of deferred financing costs
 
4,000

 
3,500

Income taxes
 
700

 
600


(3) Assumes 2014 annualized weighted average common shares outstanding - diluted of 58,332,000.
Supplemental Information
The Company released an informational supplemental packet, available at www.rouseproperties.com under the Investors section, with additional detail, including a description of non-GAAP financial measures and reconciliation to GAAP measures.
Investor Conference Webcast and Conference Call
The Company will host a webcast and conference call at 10:00 a.m. EASTERN STANDARD TIME on March 6, 2014, to discuss the fourth quarter 2013 results. The number to call is 877-705-6003 (domestic) and 1-201-493-6725 (international). The live webcast will be available at www.rouseproperties.com under the Investors section. A replay of the conference call will be available through March 20, 2014, by dialing 877-870-5176 (domestic) and 1-858-384-5517 (international) and entering the passcode 13576476.




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Forward Looking Statements
Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These forward-looking statements may include statements related to the Company's ability to outperform the ongoing recovery of the Retail and REIT industry and the markets in which the Company's mall properties are located, the Company's ability to generate internal and external growth, the Company's ability to identify and complete the acquisition of properties in new markets, the Company's ability to complete redevelopment projects, the Company's ability to increase margins, including Net Operating Income. For a description of factors that may cause the Company's actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and other documents filed by the Company with the Securities and Exchange Commission.
Non GAAP Financial Measures
The Company makes reference to net operating income (“NOI”) and funds from operations (“FFO”).  NOI is defined as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (property operating expenses, real estate taxes, repairs and maintenance, marketing, and provision for doubtful accounts). We use FFO, as defined by the National Association of Real Estate Investment Trusts, as a supplemental measure of our operating performance. FFO is defined as net income (loss) attributable to common stockholders in accordance with GAAP, excluding impairment write-downs on depreciable real estate, gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, and real estate related depreciation and amortization. 
In order to present operations in a manner most relevant to its future operations, Core FFO and Core NOI have been presented to exclude certain non-cash and non-recurring revenue and expenses. A reconciliation of NOI to Core NOI and FFO to Core FFO has been included in the "Reconciliation of Core NOI and Core FFO" schedule attached to this release.
NOI, FFO and derivations thereof, are not alternatives to GAAP operating income (loss) or net income (loss) available to common stockholders.  For reference, as an aid in understanding management's computation of NOI and FFO, a reconciliation of NOI to operating income and FFO to net income (loss) in accordance with GAAP has been included in the "Reconciliation of Non-GAAP to GAAP Financial Measures" schedule attached to this release.    
About Rouse
Rouse is a publicly traded real estate investment trust headquartered in New York City and founded on a legacy of innovation and creativity. Among the country's largest publicly traded regional mall owners, the Company's geographically diverse portfolio spans the United States from coast to coast, and includes 34 malls in 21 states encompassing over 23.4 million square feet of space. For more information, visit www.rouseproperties.com.

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Consolidated and Combined Statements of Operations and Comprehensive Loss    

 
Three Months Ended
 
Years Ended
(In thousands, except per share amounts)
December 31, 2013 (Unaudited)
 
December 31, 2012 (Unaudited)
 
December 31, 2013
 
December 31, 2012
Revenues:
 

 
 

 
 
 
 
Minimum rents
$
45,800

 
$
39,159

 
$
165,097

 
$
148,695

Tenant recoveries
15,807

 
15,936

 
66,061

 
64,638

Overage rents
3,463

 
3,134

 
5,943

 
5,912

Other
2,280

 
1,593

 
6,441

 
5,054

Total revenues
67,350

 
59,822

 
243,542

 
224,299

Expenses:
 

 
 

 
 
 
 
Property operating costs
16,456

 
14,912

 
60,288

 
57,482

Real estate taxes
3,789

 
5,747

 
22,089

 
22,827

Property maintenance costs
3,085

 
4,089

 
11,446

 
13,242

Marketing
1,702

 
1,875

 
3,734

 
3,602

Provision for doubtful accounts
524

 
520

 
887

 
1,855

General and administrative
6,297

 
4,926

 
21,971

 
20,652

Provision for impairment
15,159

 

 
15,159

 

Depreciation and amortization
19,079

 
18,500

 
66,497

 
67,709

Other
2,171

 
1,986

 
4,223

 
9,905

Total expenses
68,262

 
52,555

 
206,294

 
197,274

Operating income (loss)
(912
)
 
7,267

 
37,248

 
27,025

 
 
 
 
 
 
 
 
Interest income
55

 
492

 
548

 
755

Interest expense
(23,226
)
 
(19,778
)
 
(82,534
)
 
(90,103
)
Loss before income taxes and discontinued operations
(24,083
)
 
(12,019
)
 
(44,738
)
 
(62,323
)
Provision for income taxes
(609
)
 
(117
)
 
(844
)
 
(445
)
Loss from continuing operations
(24,692
)
 
(12,136
)
 
(45,582
)
 
(62,768
)
Discontinued operations:
 
 
 
 
 
 
 
Loss from discontinued operations

 
(1,450
)
 
(23,158
)
 
(5,891
)
Gain on extinguishment of debt

 

 
13,995

 

Discontinued operations, net

 
(1,450
)
 
(9,163
)
 
(5,891
)
Net loss
$
(24,692
)
 
$
(13,586
)
 
$
(54,745
)
 
$
(68,659
)
 
 
 
 
 
 
 
 
Loss from continuing operations per share- Basic and Diluted (1)
$
(0.50
)
 
$
(0.25
)
 
$
(0.92
)
 
$
(1.36
)
 
 
 
 
 
 
 
 
Net loss per share - Basic and Diluted (1)
$
(0.50
)
 
$
(0.28
)
 
$
(1.11
)
 
$
(1.49
)
 
 
 
 
 
 
 
 
Dividends declared per share
$
0.13

 
$
0.07

 
$
0.52

 
$
0.21

 
 
 
 
 
 
 
 
Comprehensive loss:
 
 
 
 
 
 
 
Net loss
$
(24,692
)
 
$
(13,586
)
 
$
(54,745
)
 
$
(68,659
)
Other comprehensive loss:
 
 
 
 
 
 
 
Net unrealized gain on financial instrument

 
32

 

 

Comprehensive loss
$
(24,692
)
 
$
(13,554
)
 
$
(54,745
)
 
$
(68,659
)

(1) Calculated using weighted average number of shares of 49,358,281 and 49,258,249 for the three months ended December 31, 2013 and 2012, respectively and 49,344,927 and 46,149,893 for the years ended December 31, 2013 and 2012, respectively.




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Consolidated Balance Sheets

(In thousands)
 
December 31, 2013
 
December 31, 2012
 
 
 
 
 
Assets:
 
 

 
 

Investment in real estate:
 
 

 
 

Land
 
$
353,061

 
$
339,988

Buildings and equipment
 
1,595,070

 
1,312,767

Less accumulated depreciation
 
(142,432
)
 
(116,336
)
Net investment in real estate
 
1,805,699

 
1,536,419

Cash and cash equivalents
 
14,224

 
8,092

Restricted cash
 
46,836

 
44,559

Demand deposit from affiliate 
 

 
150,163

Accounts receivable, net
 
30,444

 
25,976

Deferred expenses, net
 
46,055

 
40,406

Prepaid expenses and other assets, net
 
76,252

 
99,458

Total assets
 
$
2,019,510

 
$
1,905,073

 
 
 
 
 
Liabilities:
 
 

 
 

Mortgages, notes and loans payable
 
$
1,454,546

 
$
1,283,491

Accounts payable and accrued expenses, net
 
109,683

 
88,686

Total liabilities
 
1,564,229

 
1,372,177

 
 
 
 
 
Commitments and contingencies
 

 

 
 
 
 
 
Equity:
 
 

 
 

Preferred stock (1)
 

 

Common stock (2)
 
497

 
493

Class B common stock (3)
 

 
4

Additional paid-in capital
 
565,798

 
588,668

Accumulated deficit
 
(111,125
)
 
(56,380
)
Total stockholders' equity
 
455,170

 
532,785

Non-controlling interest
 
111

 
111

Total equity
 
455,281

 
532,896

Total liabilities and equity
 
$
2,019,510

 
$
1,905,073


(1) Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at December 31, 2013 and 2012.
(2) Common stock: $0.01 par value; 500,000,000 shares authorized, 49,652,596 issued and 49,648,436 outstanding at December 31, 2013 and 49,246,087 issued and 49,235,528 outstanding at December 31, 2012.
(3) Class B common stock: $0.01 par value; 1,000,000 shares authorized, 0 and 359,056 issued and 0 and 359,056 outstanding at December 31, 2013 and 2012.




6

 
 

    
Reconciliation of Core NOI and Core FFO - For The Three Month Period Ended

 
December 31, 2013
 
December 31, 2012
(In thousands)
 
(Unaudited)
 
(Unaudited)

 
Consolidated
 
Discontinued Operations
 
Total
 
Core Adjustments
 
Core NOI / FFO
 
Consolidated
 
Discontinued Operations
 
Total
 
Core Adjustments
 
Core NOI / FFO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (1)
 
$
45,800

 
$

 
$
45,800

 
$
2,787

 
$
48,587

 
$
39,159

 
$
1,500

 
$
40,659

 
$
5,754

 
$
46,413

Tenant recoveries
 
15,807

 

 
15,807

 

 
15,807

 
15,936

 
728

 
16,664

 

 
16,664

Overage rents
 
3,463

 

 
3,463

 

 
3,463

 
3,134

 
26

 
3,160

 

 
3,160

Other
 
2,280

 

 
2,280

 

 
2,280

 
1,593

 
78

 
1,671

 

 
1,671

Total revenues
 
67,350

 

 
67,350

 
2,787

 
70,137

 
59,822

 
2,332

 
62,154

 
5,754

 
67,908

Operating Expenses:
 

 

 

 

 

 
 
 

 

 
 
 

Other property operating costs (2)
 
16,456

 

 
16,456

 
(31
)
 
16,425

 
14,912

 
812

 
15,724

 
(31
)
 
15,693

Real estate taxes
 
3,789

 

 
3,789

 

 
3,789

 
5,747

 
156

 
5,903

 

 
5,903

Property maintenance costs
 
3,085

 

 
3,085

 

 
3,085

 
4,089

 
287

 
4,376

 

 
4,376

Marketing
 
1,702

 

 
1,702

 

 
1,702

 
1,875

 
62

 
1,937

 

 
1,937

Provision for doubtful accounts
 
524

 

 
524

 

 
524

 
520

 
(15
)
 
505

 

 
505

Total operating expenses
 
25,556

 

 
25,556

 
(31
)
 
25,525

 
27,143

 
1,302

 
28,445

 
(31
)
 
28,414

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net operating income
 
41,794

 

 
41,794

 
2,818

 
44,612

 
32,679

 
1,030

 
33,709

 
5,785

 
39,494

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative (3)(4)
 
6,297

 

 
6,297

 
(16
)
 
6,281

 
4,926

 

 
4,926

 

 
4,926

Other (5)
 
2,171

 

 
2,171

 
(2,171
)
 

 
1,986

 
24

 
2,010

 
(2,010
)
 

Subtotal
 
33,326

 

 
33,326

 
5,005

 
38,331

 
25,767

 
1,006

 
26,773

 
7,795

 
34,568

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
55

 

 
55

 

 
55

 
492

 

 
492

 

 
492

Interest expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization and write-off of market rate adjustments
 
(1,706
)
 

 
(1,706
)
 
1,706

 

 
(2,007
)
 
(577
)
 
(2,584
)
 
2,584

 

Amortization and write-off of deferred financing costs
 
(5,834
)
 

 
(5,834
)
 
5,834

 

 
(2,469
)
 
(55
)
 
(2,524
)
 
2,524

 

Debt extinguishment costs
 
(390
)
 

 
(390
)
 
390

 

 

 

 

 

 

Interest on debt
 
(15,296
)
 

 
(15,296
)
 

 
(15,296
)
 
(15,302
)
 
(1,080
)
 
(16,382
)
 

 
(16,382
)
Provision for income taxes
 
(609
)
 

 
(609
)
 
609

 

 
(117
)
 

 
(117
)
 
117

 

Funds from operations
 
$
9,546

 
$

 
$
9,546

 
$
13,544

 
$
23,090

 
$
6,364

 
$
(706
)
 
$
5,658

 
$
13,020

 
$
18,678

Funds from operations per share - basic and diluted (6)
 

 

 

 

 
$
0.47

 

 

 

 
 
 
$
0.38

Funds from operations per share - common (7)
 

 

 

 

 
$
0.47

 

 

 

 
 
 
$
0.38

Funds from operations per share - diluted (7)
 

 

 

 

 
$
0.46

 
 
 
 
 
 
 
 
 
$
0.38


(1) Core adjustments includes the aggregate amounts for consolidated and discontinued operations for straight-line rent of $(981) and $244, above / below market lease amortization of $3,518 and $5,510 and tenant inducement amortization of $250 and $0 for the three months ended December 31, 2013 and 2012, respectively.
(2) Core adjustments include above / below market ground lease amortization of $31 for each of the three months ended December 31, 2013 and 2012.
(3) General and administrative costs include $770 and $843 of non-cash stock compensation expense for the three months ended December 31, 2013 and 2012, respectively.
(4) Core adjustments include amounts for the corporate and regional office straight-line rent of $16 for the three months ended December 31, 2013.
(5) Core adjustments include non-comparable costs related to the spin-off from General Growth Properties and property acquisition costs.
(6) Calculated using weighted average number of shares of 49,358,281 and 49,258,249 for the three months ended December 31, 2013 and 2012, respectively.
(7) Assumes 49,648,436 and 49,594,584 common shares and 50,390,889 and 49,594,584 diluted common shares as of the quarter ended December 31, 2013 and 2012, respectively.

7

 
 

Reconciliation of Core NOI and Core FFO - For the Year Ended

 
December 31, 2013
 
December 31, 2012
(In thousands)
 
(Unaudited)
 
(Unaudited)

 
Consolidated
 
Discontinued Operations
 
Total
 
Core Adjustments
 
Core NOI / FFO
 
Consolidated
 
Discontinued Operations
 
Total
 
Core Adjustments
 
Core NOI / FFO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (1)
 
$
165,097

 
$
3,117

 
$
168,214

 
$
13,331

 
$
181,545

 
$
148,695

 
$
5,706

 
$
154,401

 
$
20,420

 
$
174,821

Tenant recoveries
 
66,061

 
1,475

 
67,536

 

 
67,536

 
64,638

 
3,543

 
68,181

 

 
68,181

Overage rents
 
5,943

 
72

 
6,015

 

 
6,015

 
5,912

 
138

 
6,050

 

 
6,050

Other
 
6,441

 
148

 
6,589

 

 
6,589

 
5,054

 
288

 
5,342

 

 
5,342

Total revenues
 
243,542

 
4,812

 
248,354

 
13,331

 
261,685

 
224,299

 
9,675

 
233,974

 
20,420

 
254,394

Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other property operating costs (2)
 
60,288

 
1,676

 
61,964

 
(125
)
 
61,839

 
57,482

 
3,628

 
61,110

 
(125
)
 
60,985

Real estate taxes
 
22,089

 
301

 
22,390

 

 
22,390

 
22,827

 
620

 
23,447

 

 
23,447

Property maintenance costs
 
11,446

 
292

 
11,738

 

 
11,738

 
13,242

 
842

 
14,084

 

 
14,084

Marketing
 
3,734

 
49

 
3,783

 

 
3,783

 
3,602

 
185

 
3,787

 

 
3,787

Provision for doubtful accounts
 
887

 
1

 
888

 

 
888

 
1,855

 
64

 
1,919

 

 
1,919

Total operating expenses
 
98,444

 
2,319

 
100,763

 
(125
)
 
100,638

 
99,008

 
5,339

 
104,347

 
(125
)
 
104,222

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net operating income
 
145,098

 
2,493

 
147,591

 
13,456

 
161,047

 
125,291

 
4,336

 
129,627

 
20,545

 
150,172

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative (3)(4)
 
21,971

 

 
21,971

 
(83
)
 
21,888

 
20,652

 

 
20,652

 

 
20,652

Other (5)
 
4,223

 

 
4,223

 
(4,223
)
 

 
9,905

 
60

 
9,965

 
(9,965
)
 

Subtotal
 
118,904

 
2,493

 
121,397

 
17,762

 
139,159

 
94,734

 
4,276

 
99,010

 
30,510

 
129,520

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
548

 

 
548

 

 
548

 
755

 

 
755

 

 
755

Interest expense
 

 


 

 
 
 

 
 
 
 
 
 
 
 
 

Amortization and write-off of market rate adjustments
 
(7,624
)
 
(1,131
)
 
(8,755
)
 
8,755

 

 
(17,221
)
 
(2,239
)
 
(19,460
)
 
19,460

 

Amortization and write-off of deferred financing costs
 
(12,441
)
 
(103
)
 
(12,544
)
 
12,544

 

 
(9,605
)
 
(207
)
 
(9,812
)
 
9,812

 

Debt extinguishment costs
 
(2,276
)
 

 
(2,276
)
 
2,276

 

 

 

 

 

 

Interest on debt
 
(60,193
)
 
(1,993
)
 
(62,186
)
 

 
(62,186
)
 
(63,277
)
 
(4,340
)
 
(67,617
)
 

 
(67,617
)
Provision for income taxes
 
(844
)
 

 
(844
)
 
844

 

 
(445
)
 

 
(445
)
 
445

 

Funds from operations
 
$
36,074

 
$
(734
)
 
$
35,340

 
$
42,181

 
$
77,521

 
$
4,941

 
$
(2,510
)
 
$
2,431

 
$
60,227

 
$
62,658

Funds from operations per share - basic and diluted (6)
 

 

 

 

 
$
1.57

 

 

 

 

 
$
1.36

Funds from operations per share - common (7)
 

 

 

 

 
$
1.56

 

 

 

 

 
$
1.26

Funds from operations per share - diluted (7)
 

 

 

 

 
$
1.54

 

 

 

 

 
$
1.26


(1) Core adjustments includes the aggregate amounts for consolidated and discontinued operations for straight-line rent of $(3,517) and $(3,608), above / below market lease amortization of $15,848 and $24,028 and tenant inducement amortization of $1,000 and $0 for the years ended December 31, 2013 and 2012, respectively.
(2) Core adjustments include above / below market ground lease amortization of $125 for each of the years ended December 31, 2013 and 2012.
(3) General and administrative costs include $3,018 and $2,494 of non-cash stock compensation expense for the years ended December 31, 2013 and 2012, respectively.
(4) Core adjustments include amounts for the corporate and regional office straight-line rent of $83 for the year ended December 31, 2013.
(5) Core adjustments include non-comparable costs related to the spin-off from General Growth Properties and property acquisition costs.
(6) Calculated using weighted average number of shares of 49,344,927 and 46,149,893 for the years ended December 31, 2013 and 2012, respectively.
(7) Assumes 49,648,436 and 49,594,584 common shares and 50,390,889 and 49,594,584 diluted common shares for the years ended December 31, 2013 and 2012, respectively.



8

 
 

Reconciliation of Non-GAAP to GAAP Financial Measures

 
Three Months Ended
 
Years Ended
(In thousands)
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
 
 
 
 
 
 
 
 
Reconciliation of NOI to GAAP Operating Income (Loss)
 
 
 
 
 
 
 
NOI:
$
41,794

 
$
33,709

 
$
147,591

 
$
129,627

Discontinued operations

 
(1,030
)
 
(2,493
)
 
(4,336
)
General and administrative
(6,297
)
 
(4,926
)
 
(21,971
)
 
(20,652
)
Other
(2,171
)
 
(1,986
)
 
(4,223
)
 
(9,905
)
Depreciation and amortization
(19,079
)
 
(18,500
)
 
(66,497
)
 
(67,709
)
Provision for impairment
(15,159
)
 

 
(15,159
)
 

Operating income (loss)
$
(912
)
 
$
7,267

 
$
37,248

 
$
27,025

 
 
 
 
 
 
 
 
Reconciliation of FFO to GAAP Net loss attributable to common stockholders
 
 
 
 
 
 
 
FFO:
$
9,546

 
$
5,658

 
$
35,340

 
$
2,431

Discontinued operations

 
(744
)
 
(22,424
)
 
(3,381
)
Depreciation and amortization
(19,079
)
 
(18,500
)
 
(66,497
)
 
(67,709
)
Provision for impairment
(15,159
)
 

 
(15,159
)
 

Gain on extinguishment of debt

 

 
13,995

 

Net loss attributable to common stockholders
$
(24,692
)
 
$
(13,586
)
 
$
(54,745
)
 
$
(68,659
)
 
 
 
 
 
 
 
 
Weighted average numbers of shares outstanding
49,358,281

 
49,258,249

 
49,344,927

 
46,149,893

Net loss per share
$
(0.50
)
 
$
(0.28
)
 
$
(1.11
)
 
$
(1.49
)
.



Source: Rouse Properties, Inc.
Rouse Properties, Inc.
Investor Relations, 212-608-5108
IR@rouseproperties.com


9