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8-K - 8-K - FOREST CITY ENTERPRISES INCa8kforsupppackq1-2015.htm
EX-99.2 - EXHIBIT 99.2 - FOREST CITY ENTERPRISES INCfceex992erq1-2015.htm
EX-99.3 - EXHIBIT 99.3 - FOREST CITY ENTERPRISES INCfceex993eorq1-2015.htm
Exhibit 99.1







Supplemental Package
For the Quarter Ended March 31, 2015




Forest City Enterprises, Inc. and Subsidiaries
Supplemental Package
First Quarter 2015
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
Segment Operating Results
Reconciliation of Net Earnings (Loss) to FFO
Reconciliation of FFO to Operating FFO
Operating FFO Bridge
Historical Trends
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, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of our Form 10-Q for the quarter ended March 31, 2015 and Item 1A of our Form 10-K for the year ended December 31, 2014 and other factors that might cause differences, some of which could be material, include, but are not limited to, the company's conversion to REIT status, its ability to qualify or to remain qualified as a REIT, realizing the anticipated benefits to shareholders if it successfully elects REIT status, the impact of complying with REIT qualification requirements, the amount and timing of any future distributions including those that it would be required to make as a REIT, the impact of issuing equity, debt or both to satisfy its E&P Distribution and other REIT conversion costs, the impact of covenants that could prevent it from satisfying REIT distribution requirements, its lack of experience operating as a REIT if it successfully converts, the impact of current lending and capital market conditions on its liquidity, its ability to finance or refinance projects or repay its debt, the impact of the slow economic recovery on its ownership, development and management of its commercial real estate portfolio, general real estate investment and development risks, using modular construction as a new construction methodology and owning a factory to produce modular units, vacancies in its properties, risks associated with developing and managing properties in partnership with others, 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 and other armed conflicts, risks of owning and operating an arena, risks associated with an investment in a professional sports team, the ability to sell all or a portion of its ownership interests in a professional sports team and arena, its substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by its 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 its insurance carriers, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, 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 its publicly traded securities, inflation risks, litigation risks, cybersecurity risks, cyber incidents, its ability to achieve its strategic goals are based on significant assumptions, the completion of its acquisition of Health Care REIT, Inc.’s equity interest in the MIT Assets, the effect on the market price of its common stock following its E&P Distribution and its conversion to REIT status, its ability to obtain the shareholder approval necessary for it to convert to REIT Status, its ability to complete non-core asset sales, the impact to its deferred tax liability balance upon conversion to REIT status, and its ability to obtain requisite consents needed to complete the conversion to REIT status as well as other risks listed from time to time in the company's SEC filings, including but not limited to, the company's annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as 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 have $8.8 billion of consolidated assets in 24 states and the District of Columbia at March 31, 2015. 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. 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.
We operate through three strategic business units, which represent four reportable operating segments (collectively, the "Real Estate Groups"):
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 operating segment ("Arena").
Residential Group owns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments, adaptive re-use developments and subsidized senior housing. Additionally, it owns interests in entities that develop and manage military family housing.
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 our equity method investment in the Brooklyn Nets (the "Nets"), a member of the National Basketball Association ("NBA").
REIT Conversion
On January 13, 2015, we announced our Board of Directors approved a plan to pursue conversion to Real Estate Investment Trust ("REIT") status. We expect to elect REIT status for our taxable year beginning January 1, 2016, subject to business conditions, the completion of related preparatory work and obtaining necessary third-party consents.

Supplemental Financial and Operating Information
We recommend this supplemental package be read in conjunction with our Form 10-Q for the three months ended March 31, 2015. 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 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. 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.
Consolidation Methods
In line with industry practice, we have a number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. Under GAAP, the full consolidation method is used to report assets and liabilities 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%. Under the pro-rata consolidation method, we generally present our investments proportionate to our economic share of ownership. 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 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 on their qualified REIT investments, 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 non-cash 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); and iv) 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) impairment of non-depreciable real estate; ii) write-offs of abandoned development projects; iii) income recognized on state and federal historic and other tax credits; iv) gains or losses from extinguishment of debt; v) change in fair market value of nondesignated hedges; vi) gains or losses on change in control of interests; vii) the adjustment to recognize rental revenues and rental expense using the straight-line method; viii) participation payments to ground lessors on refinancing of our properties; ix) other transactional items; x) the Nets pre-tax FFO; and xi) 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, 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.

Comparable NOI
In addition to NOI, we use comparable NOI as a metric to evaluate the performance of our multi-family, office and retail properties. This measure provides a same-store comparison of operating results of all stabilized properties that are open and operating in all periods presented. Write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income, are not directly attributable to an operating property and are considered non-comparable NOI. In addition, certain income and expense items at the property level, such as lease termination income, real estate tax assessments or rebates and participation payments as a result of refinancing transactions and NOI impacts of changes in ownership percentages, are excluded from comparable NOI and are included in non-comparable NOI. Retained properties that are considered non-comparable are disclosed in the Segment Operating Results of this supplemental package. Other properties and activities such as Arena, hotels, subsidized senior housing, military housing, corporate activities and land sales are not evaluated on a comparable basis and the NOI from these properties and activities is considered non-comparable NOI.
Comparable NOI is an operating statistic defined as NOI from stabilized properties opened and operated in all periods presented, net of noncontrolling interests. Comparable NOI is useful because it measures the performance of the same 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 impact net earnings in the short term, we believe comparable NOI presents a more consistent view of the overall performance of our operating portfolio from period to period. 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.
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, segment operating results discussion, reconciliation of net earnings (loss) to FFO, reconciliation of FFO to Operating FFO, Operating FFO bridge, historical trends 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 open and operated in both the three months ended March 31, 2015 and 2014. We believe occupancy data, retail sales data, leasing spreads on retail and office properties, and other rental rate information on multi-family properties represent meaningful operating statistics about us.

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-K
A copy of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission for the year ended December 31, 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
JeffreyFrericks@forestcity.net
Investor Presentations
Please note we periodically post updated investor presentations on the Investors page of our website at www.forestcity.net. It is possible the periodic updates may include information deemed to be material. Therefore, we encourage investors, the media, and other interested parties to review the Investors page of our website at www.forestcity.net for the most recent investor presentation.
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”). 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 – March 31, 2015 (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
$
2,529,375

$
369,422

$
1,062,818

$
3,222,771

Commercial
 
 
 
 
Retail centers
1,747,768


1,656,652

3,404,420

Office buildings
2,593,456

108,698

262,845

2,747,603

Arena
941,937

580,639


361,298

Corporate and other equipment
10,345



10,345

Total completed rental properties
7,822,881

1,058,759

2,982,315

9,746,437

Projects under construction
 
 
 
 
Residential
230,037

130,225

13,344

113,156

Commercial
 
 
 
 
Retail centers




Office buildings
12,428


49,438

61,866

Total projects under construction
242,465

130,225

62,782

175,022

Projects under development
 
 
 
 
Operating properties
30,746


14,655

45,401

Residential
132,443

23,592

260,813

369,664

Commercial
 
 
 
 
Retail centers
36,095


3,937

40,032

Office buildings
95,217

8,794

3,387

89,810

Total projects under development
294,501

32,386

282,792

544,907

Total projects under construction and development
536,966

162,611

345,574

719,929

Land inventory
96,675

5,275

9,964

101,364

Total Real Estate
8,456,522

1,226,645

3,337,853

10,567,730

Less accumulated depreciation
(1,606,124
)
(114,350
)
(697,804
)
(2,189,578
)
Real Estate, net
6,850,398

1,112,295

2,640,049

8,378,152

Cash and equivalents
190,905

45,388

80,744

226,261

Restricted cash
250,557

31,136

126,843

346,264

Notes and accounts receivable, net
436,599

31,152

62,347

467,794

Investments in and advances to unconsolidated entities
669,605

(101,121
)
(652,494
)
118,232

Lease and mortgage procurement costs, net
171,443

24,743

83,080

229,780

Prepaid expenses and other deferred costs, net
106,236

14,482

15,451

107,205

Intangible assets, net
119,648

16,762

16,135

119,021

Total Assets
$
8,795,391

$
1,174,837

$
2,372,155

$
9,992,709


5



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – March 31, 2015 (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
$
1,412,952

$
203,093

$
744,340

$
1,954,199

Commercial
 
 
 
 
Retail centers
638,148


1,249,564

1,887,712

Office buildings
1,568,397

72,021

246,888

1,743,264

Arena
457,837

310,735


147,102

Total completed rental properties
4,077,334

585,849

2,240,792

5,732,277

Projects under construction
 
 
 
 
Residential
63,547

5,607

1,925

59,865

Commercial
 
 
 
 
Retail centers




Office buildings
29,077


29,247

58,324

Total projects under construction
92,624

5,607

31,172

118,189

Projects under development
 
 
 
 
Operating properties




Residential
32,482


106,423

138,905

Commercial
 
 
 
 
Retail centers




Office buildings




Total projects under development
32,482


106,423

138,905

Total projects under construction and development
125,106

5,607

137,595

257,094

Land inventory


8,580

8,580

Total mortgage debt and notes payable, nonrecourse
4,202,440

591,456

2,386,967

5,997,951

Revolving credit facility
59,950



59,950

Convertible senior debt
411,194



411,194

Construction payables
120,643

44,137

25,952

102,458

Operating accounts payable and accrued expenses
612,462

86,154

163,858

690,166

Accrued derivative liability
99,208


8,678

107,886

Total Accounts payable, accrued expenses and other liabilities
832,313

130,291

198,488

900,510

Cash distributions and losses in excess of investments in unconsolidated entities
211,255

(21,235
)
(213,300
)
19,190

Deferred income taxes
486,101



486,101

Total Liabilities
6,203,253

700,512

2,372,155

7,874,896

Redeemable Noncontrolling Interest
178,050

178,050



Equity
 
 
 
 
Shareholders’ Equity
 
 
 
 
Shareholders’ equity before accumulated other comprehensive loss
2,023,523



2,023,523

Accumulated other comprehensive loss
(57,372
)


(57,372
)
Total Shareholders’ Equity
1,966,151



1,966,151

Noncontrolling interest
447,937

296,275


151,662

Total Equity
2,414,088

296,275


2,117,813

Total Liabilities and Equity
$
8,795,391

$
1,174,837

$
2,372,155

$
9,992,709








6



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – December 31, 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
$
2,470,813

$
370,855

$
1,060,830

$
3,160,788

Commercial
 
 
 
 
Retail centers
1,747,127


1,654,140

3,401,267

Office buildings
2,584,854

107,656

262,524

2,739,722

Arena
940,029

579,518


360,511

Corporate and other equipment
10,738



10,738

Total completed rental properties
7,753,561

1,058,029

2,977,494

9,673,026

Projects under construction
 
 
 
 
Residential
176,148

96,567

9,262

88,843

Commercial
 
 
 
 
Retail centers




Office buildings
8,940


42,923

51,863

Total projects under construction
185,088

96,567

52,185

140,706

Projects under development
 
 
 
 
Operating properties
29,187


12,589

41,776

Residential
139,923

22,769

214,084

331,238

Commercial
 
 
 
 
Retail centers
33,807


4,014

37,821

Office buildings
89,952

8,791

3,180

84,341

Total projects under development
292,869

31,560

233,867

495,176

Total projects under construction and development
477,957

128,127

286,052

635,882

Land inventory
97,469

5,351

8,537

100,655

Total Real Estate
8,328,987

1,191,507

3,272,083

10,409,563

Less accumulated depreciation
(1,555,965
)
(106,096
)
(680,584
)
(2,130,453
)
Real Estate, net
6,773,022

1,085,411

2,591,499

8,279,110

Cash and equivalents
326,518

41,062

79,716

365,172

Restricted cash and escrowed funds
266,530

30,484

125,680

361,726

Notes and accounts receivable, net
419,038

26,052

59,786

452,772

Investments in and advances to unconsolidated entities
620,466

(105,718
)
(605,009
)
121,175

Lease and mortgage procurement costs, net
173,104

24,061

81,617

230,660

Prepaid expenses and other deferred costs, net
112,484

12,635

14,702

114,551

Intangible assets, net
123,778

17,554

16,436

122,660

Total Assets
$
8,814,940

$
1,131,541

$
2,364,427

$
10,047,826


7



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – December 31, 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
$
1,376,329

$
202,112

$
740,668

$
1,914,885

Commercial
 
 
 
 
Retail centers
638,310


1,252,645

1,890,955

Office buildings
1,642,913

72,277

247,424

1,818,060

Arena
457,055

310,381


146,674

Total completed rental properties
4,114,607

584,770

2,240,737

5,770,574

Projects under construction
 
 
 
 
Residential
61,905

4,266

1,293

58,932

Commercial
 
 
 
 
Retail centers




Office buildings
29,422


23,370

52,792

Total projects under construction
91,327

4,266

24,663

111,724

Projects under development
 
 
 
 
Operating properties




Residential
32,267


97,467

129,734

Commercial
 
 
 
 
Retail centers




Office buildings




Total projects under development
32,267


97,467

129,734

Total projects under construction and development
123,594

4,266

122,130

241,458

Land inventory


8,580

8,580

Total mortgage debt and notes payable, nonrecourse
4,238,201

589,036

2,371,447

6,020,612

Revolving credit facility




Convertible senior debt
700,000



700,000

Construction payables
110,108

26,866

34,557

117,799

Operating accounts payable and accrued expenses
634,541

71,262

162,154

725,433

Accrued derivative liability
102,362


7,755

110,117

Total Accounts payable, accrued expenses and other liabilities
847,011

98,128

204,466

953,349

Cash distributions and losses in excess of investments in unconsolidated entities
211,493

(21,775
)
(211,486
)
21,782

Deferred income taxes
482,474



482,474

Total Liabilities
6,479,179

665,389

2,364,427

8,178,217

Redeemable Noncontrolling Interest
183,038

183,038



Equity
 
 
 
 
Shareholders’ Equity
 
 
 
 
Shareholders’ equity before accumulated other comprehensive loss
1,776,793



1,776,793

Accumulated other comprehensive loss
(58,846
)


(58,846
)
Total Shareholders’ Equity
1,717,947



1,717,947

Noncontrolling interest
434,776

283,114


151,662

Total Equity
2,152,723

283,114


1,869,609

Total Liabilities and Equity
$
8,814,940

$
1,131,541

$
2,364,427

$
10,047,826


8



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statement of Operations – Three Months Ended March 31, 2015 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Revenues
 
 
 
 
Rental
$
141,106

$
11,013

$
64,601

$
194,694

Tenant recoveries
30,725

1,644

18,286

47,367

Service and management fees
9,620

35

1,714

11,299

Parking and other
11,876

569

5,347

16,654

Arena
28,820

13,001


15,819

Land sales
8,663

864

960

8,759

Subsidized Senior Housing


11,879

11,879

Military Housing
6,272


1,369

7,641

Total revenues
237,082

27,126

104,156

314,112

Expenses
 
 
 
 
Property operating and management
93,018

3,971

26,457

115,504

Real estate taxes
20,788

1,493

8,918

28,213

Ground rent
2,628

88

3,098

5,638

Arena operating
19,958

8,967


10,991

Cost of land sales
2,311

217


2,094

Subsidized Senior Housing operating


8,080

8,080

Military Housing operating
2,225

5

714

2,934

Corporate general and administrative
13,503



13,503

REIT conversion and reorganization costs
6,212



6,212

 
160,643

14,741

47,267

193,169

Depreciation and amortization
61,814

7,561

21,669

75,922

Total expenses
222,457

22,302

68,936

269,091

Operating income
14,625

4,824

35,220

45,021

Interest and other income
9,704

410

283

9,577

Interest expense
(52,576
)
(7,913
)
(25,854
)
(70,517
)
Amortization of mortgage procurement costs
(2,101
)
(99
)
(797
)
(2,799
)
Loss on extinguishment of debt
(35,154
)

(225
)
(35,379
)
Earnings (loss) before income taxes
(65,502
)
(2,778
)
8,627

(54,097
)
Income tax expense (benefit)
 
 
 
 
Current
(1,744
)


(1,744
)
Deferred
2,559



2,559

 
815



815

Earnings (loss) from unconsolidated entities, gross of tax
9,313

(17
)
(8,627
)
703

Net loss
(57,004
)
(2,795
)

(54,209
)
Noncontrolling interests
 
 
 
 
Loss attributable to noncontrolling interests, gross of tax
2,795

2,795



 
 
 
 
 
Net loss attributable to Forest City Enterprises, Inc.
$
(54,209
)
$

$

$
(54,209
)











9



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information


Consolidated Statement of Operations – Three Months Ended March 31, 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
$
127,921

$
3,719

$
71,468

$
3,879

$
199,549

Tenant recoveries
33,522

1,898

17,996

1,474

51,094

Service and management fees
12,987

50

1,447


14,384

Parking and other
12,148

263

5,603

36

17,524

Arena
35,357

15,950



19,407

Land sales
16,707

1,671

870

1,601

17,507

Subsidized Senior Housing


11,661


11,661

Military Housing
10,895

1,389

1,413


10,919

Total revenues
249,537

24,940

110,458

6,990

342,045

Expenses
 
 
 
 
 
Property operating and management
101,091

1,814

28,662

2,358

130,297

Real estate taxes
20,206

857

8,797

1,263

29,409

Ground rent
1,880

88

4,147


5,939

Arena operating
23,476

10,503



12,973

Cost of land sales
6,365

603

5

1,142

6,909

Subsidized Senior Housing operating


8,128


8,128

Military Housing operating
6,524

1,335

775


5,964

Corporate general and administrative
11,561




11,561

 
171,103

15,200

50,514

4,763

211,180

Depreciation and amortization
55,009

4,615

20,803

986

72,183

Total expenses
226,112

19,815

71,317

5,749

283,363

Operating income
23,425

5,125

39,141

1,241

58,682

Interest and other income
11,503

466

568


11,605

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

24,796

26,766

51,095

Net gain on change in control of interests
2,759




2,759

Interest expense
(62,452
)
(6,528
)
(28,000
)
(5,483
)
(89,407
)
Amortization of mortgage procurement costs
(2,125
)
(163
)
(801
)
(41
)
(2,804
)
Loss on extinguishment of debt
(164
)

(252
)
(17
)
(433
)
Earnings (loss) before income taxes
(27,521
)
(1,100
)
35,452

22,466

31,497

Income tax expense (benefit)
 
 
 
 
 
Current
35,934



1,747

37,681

Deferred
(32,003
)


8,897

(23,106
)
 
3,931



10,644

14,575

Earnings (loss) from unconsolidated entities, gross of tax
34,029

(21
)
(35,452
)

(1,402
)
Earnings (loss) from continuing operations
2,577

(1,121
)

11,822

15,520

Discontinued operations, net of tax
 
 
 
 
 
Operating loss from rental properties
(2,641
)
(8
)

2,633


Gain on disposition of rental properties
14,513

58


(14,455
)

 
11,872

50


(11,822
)

Net earnings (loss)
14,449

(1,071
)


15,520

Noncontrolling interests
 
 
 
 
 
Loss from continuing operations attributable to noncontrolling interests, gross of tax
1,121

1,121




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



 
1,071

1,071




Net earnings attributable to Forest City Enterprises, Inc.
$
15,520

$

$

$

$
15,520


10



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – March 31, 2015
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 NAV 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 - March 31, 2015
Completed Rental Properties
 
Q1 2015
 
Net Stabilized
 
Stabilized
 
Annualized
 
Nonrecourse
(Dollars in millions at pro-rata)
NOI (1)
 
Adjustments (2)
 
NOI
 
Stabilized NOI (3)
 
Debt (4)
Commercial Real Estate
A
 
B
 
=A+B
 

 
 
Retail
 
 

 
 
 


 
 
Regional Malls
$
30.9

 
$
5.2

 
$
36.1

 
$
144.4

 
$
(1,364.8
)
Specialty Retail Centers
13.4

 

 
13.4

 
53.6

 
(522.9
)
Subtotal Retail
$
44.3

 
$
5.2

 
$
49.5

 
$
198.0

 
$
(1,887.7
)
Office
 
 


 
 
 


 
 
Life Science
$
13.3

 
$
1.7

 
$
15.0

 
$
60.0

 
$
(383.8
)
New York
36.2

 
(1.1
)
 
35.1

 
140.4

 
(1,196.8
)
Central Business District
4.4

 

 
4.4

 
17.6

 
(57.8
)
Suburban/Other
4.1

 
(0.3
)
 
3.8

 
15.2

 
(104.9
)
Subtotal Office
$
58.0

 
$
0.3

 
$
58.3

 
$
233.2

 
$
(1,743.3
)
Arena
$
4.8

 
$
2.8

 
$
7.6

 
$
30.3

 
$
(147.1
)
Residential Real Estate
 
 
 
 
 
 
 
 
 
Apartments, Core Markets
$
30.4

 
$
2.4

 
$
32.8

 
$
131.2

 
$
(1,362.4
)
Apartments, Non-Core Markets
8.8

 
2.5

 
11.3

 
45.2

 
(430.8
)
Subsidized Senior Housing
3.8

 
0.3

 
4.1

 
16.4

 
(132.3
)
Military Housing
5.4

 
(1.1
)
 
4.3

 
17.0

 
(28.7
)
 
 
 
 
 
 
 
 
 
 
Subtotal Rental Properties
$
155.5

 
$
12.4

 
$
167.9

 
$
671.3

 
$
(5,732.3
)
Other
(14.5
)
 
5.7

 
(8.8
)
 
(35.0
)
 

Total Rental Properties
$
141.0

 
$
18.1

 
$
159.1

 
$
636.3

 
$
(5,732.3
)
 
Development Pipeline
  
 
  
 
  
 
Book Value (4)
 
 
Projects under construction
 
$
175.0

 
$
(118.2
)
Projects under development
 
$
544.9

 
$
(138.9
)
Land inventory
 
$
101.4

 
$
(8.6
)
Other Tangible Assets
Cash and equivalents
 
$
226.3

 
 
Restricted cash and escrowed funds
 
$
346.3

 
 
Notes and accounts receivable, net (5) 
 
$
467.8

 
 
Net investments and advances to unconsolidated entities
 
$
99.0

 
 
Prepaid expenses and other deferred costs, net
 
$
107.2

 
 
Recourse Debt and Other Liabilities
Revolving credit facility
 
$
(60.0
)
 
 
Convertible senior debt
 
$
(411.2
)
 
 
Less: convertible debt
 
$
411.2

 
 
Construction payables
 
$
(102.5
)
 
 
Operating accounts payable and accrued expenses (6) 
 
$
(690.2
)
 
 
Weighted Average Shares Outstanding - Diluted
Number of shares for the three months ended March 31, 2015 (in millions)
 
236.8

 
 

11



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – March 31, 2015 (continued)
(1)
Q1 2015 NOI is reconciled to NOI at full consolidation by Product Group for the three months ended March 31, 2015 in the Supplemental Operating Information section of this supplemental package.
(2)
The net stabilized adjustments column represents net adjustments assumed to arrive at an estimated annualized stabilized NOI for 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 April 28, 2015
 
(in millions)
 
Apartments:
 
 
 
Radian
$
0.0

$
65.0

93%; Retail: 100%
The Yards - Twelve12
$
119.5

$
119.5

95%; Retail: 96%
3700M
$
0.0

$
22.7

64%
2175 Market Street
$
42.3

$
10.6

96%; Retail: 100%
Winchester Lofts (Non-Core Market)
$
62.8

$
62.8

40%
Regional Mall:
 
 
 
Westchester's Ridge Hill
$
891.1

$
891.1

70%/80%
a)
NOI for the apartments in the above table is reflected at 5% of the pro-rata cost. This assumption does not reflect Forest City’s anticipated NOI, but rather is used in order to establish a hypothetical basis for an estimated valuation of leased-up properties.
b)
NOI for Westchester's Ridge Hill is reflected at 4% of the pro-rata cost disclosed in the above table. This assumption does not reflect Forest City’s anticipated NOI, but rather is used in order to establish a hypothetical basis for an estimated valuation of this leased-up property. The lease commitment percentage above represents 70% of leases that have been signed of the total 1,336,000 square feet after construction is complete. The leased percentage excluding Parcel L is 80%. 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 $55 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 Q1 2015 NOI to arrive at an annual stabilized NOI of $30.3 million.
In addition, we include stabilization adjustments to the Q1 2015 NOI as follows:
d)
Due to temporary declines in occupancy at 88 Sidney Street (Life Science) and One Pierrepont Plaza (New York Office), we have included stabilization adjustments to the Q1 2015 NOI to arrive at our estimate of stabilized NOI.
e)
Due to planned renovations at Ballston Common (Regional Mall), we have included stabilization adjustments to the Q1 2015 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 Q1 2015 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 $17.0 million.
h)
Other excludes write-offs of abandoned development projects and demolition costs, tax credit income 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 Q1 2015 stabilized NOI times a multiple of four.
(4)
Amounts are derived from the respective pro-rata balance sheet line item as of March 31, 2015 and are reconciled to their GAAP equivalents in the Selected Financial Information section of this supplemental package.
(5)
Includes $165.3 million of straight-line rent receivable (net of $8.6 million of allowance for doubtful accounts).
(6)
Includes $35.3 million of straight-line rent payable.

12



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Occupancy Data
Retail and office occupancy data 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 March 31,
Retail
2015
2014
Comparable
93.2%
91.6%
Total
93.1%
91.8%
Office
 
 
Comparable
95.5%
94.3%
Total
95.0%
92.5%
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
 
Three Months Ended March 31,
Residential 
2015
2014
Comparable
94.9%
94.1%
Total
92.5%
91.9%
The graph below provides comparable leased and economic occupancy data as reported in previous quarters. Prior period amounts may differ from above since the properties qualifying as comparable change from period to period.
Comparable Occupancy Percentage Trend

13



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 applied to other data supplied in this supplemental package.

(2)
The increase for the rolling 12-months ended September 30, 2014 over the prior period is partially due to the inclusion of sales data at Westchester’s Ridge Hill. With a comparable inclusion of Westchester’s Ridge Hill sales data, sales per square foot for the rolling 12-months ended March 31, 2014 and June 30, 2014 would have been $512 and $520, respectively.


14



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
Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q2 2014
60

 
152,130

 
$
82.45

 
$
63.13

 
30.6
%
 
Q3 2014
45

 
128,871

 
$
50.33

 
$
41.58

 
21.0
%
 
Q4 2014
31

 
115,496

 
$
59.57

 
$
47.42

 
25.6
%
 
Q1 2015
34

 
169,951

 
$
46.51

 
$
36.92

 
26.0
%
 
Total
170

 
566,448

 
$
60.19

 
$
47.28

 
27.3
%
 
 
 
 
 
 
 
 
 
 
 
 
Specialty Retail Centers
Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q2 2014
18

 
120,433

 
$
50.68

 
$
44.01

 
15.2
 %
 
Q3 2014
4

 
9,169

 
$
32.40

 
$
30.36

 
6.7
 %
 
Q4 2014
3

 
23,198

 
$
52.55

 
$
50.48

 
4.1
 %
 
Q1 2015
11

 
40,421

 
$
34.55

 
$
35.41

 
(2.4
)%
 
Total
36

 
193,221

 
$
46.74

 
$
42.45

 
10.1
 %
 
 
 
 
 
 
 
 
 
 
 
 

Office Buildings
The following table represents 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
 
 
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
Q2 2014
20

189,441

$
26.64

$
23.89

11.5
 %
 
5

40,891

$
24.94

 
230,332

Q3 2014
14

136,474

$
55.11

$
55.63

(0.9
)%
 
3

21,513

$
21.18

 
157,987

Q4 2014
38

450,848

$
40.31

$
38.36

5.1
 %
 
5

44,432

$
36.26

 
495,280

Q1 2015
18

75,460

$
22.49

$
21.40

5.1
 %
 
2

8,196

$
21.94

 
83,656

Total
90

852,223

$
38.36

$
36.65

4.7
 %
 
15

115,032

$
28.39

 
967,255

 
 
 
 
 
 
 
 
 
 
 
 

(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.




15



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 March 31,
 
 
Three Months Ended March 31,
 
Communities (1)
at Pro-Rata % (3)
 
2015
2014
% Change
 
2015
2014
% Change
Core Markets
7,967

 
$
1,879

$
1,829

2.7
%
 
95.4
%
95.0
%
0.4
%
Non-Core Markets
8,052

 
$
877

$
858

2.2
%
 
93.9
%
92.2
%
1.7
%
Total Comparable Apartments
16,019

 
$
1,375

$
1,341

2.5
%
 
94.9
%
94.1
%
0.8
%
 
 
 
 
 
 
 
 
 
 

Sequential Comparison
 
 
 
Monthly Average Residential Rental Rates (2)
 
Economic Residential Occupancy
 
 
 
Three Months Ended
 
 
Three Months Ended
 
Comparable Apartment
Leasable Units
 
March 31,
December 31,
 
 
March 31,
December 31,
 
Communities (1)
at Pro-Rata % (3)
 
2015
2014
% Change
 
2015
2014
% Change
Core Markets
8,170

 
$
1,865

$
1,861

0.2
%
 
95.3
%
95.4
%
(0.1
)%
Non-Core Markets
8,180

 
$
887

$
885

0.2
%
 
94.0
%
94.2
%
(0.2
)%
Total Comparable Apartments
16,350

 
$
1,376

$
1,373

0.2
%
 
94.9
%
95.0
%
(0.1
)%
 
 
 
 
 
 
 
 
 
 

(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 March 31, 2015, 18.2% of leasable units in core markets and 3.9% 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.

16



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Comparable NOI - Pro-Rata
 
 
Three Months Ended
 
 
March 31, 2015
Retail
 
6.4
%
Office
 
4.4
%
Apartments
 
5.5
%
Total
 
5.3
%

The tables below provide the percentage change of Comparable NOI as reported in previous quarters. GAAP reconciliations for previous periods 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
 
 
 
Year Ended
 
11 Months Ended
 
Year Ended
 
 
March 31, 2015
 
December 31, 2014
 
September 30, 2014
 
June 30, 2014
 
March 31, 2014
 
 
 
December 31, 2014
 
December 31, 2013
 
January 31, 2013
 
Retail
6.4
%
 
10.5
%
 
6.5
%
 
2.3
%
 
(2.7
)%
 
 
Retail
2.6
%
 
3.6
 %
 
2.1
%
 
Office
4.4
%
 
9.2
%
 
4.7
%
 
7.1
%
 
1.6
 %
 
 
Office
6.6
%
 
(6.4
)%
 
2.1
%
 
Apartments
5.5
%
 
2.8
%
 
3.4
%
 
4.6
%
 
5.5
 %
 
 
Apartments
4.3
%
 
4.7
 %
 
7.3
%
 
Total
5.3
%
 
7.7
%
 
4.8
%
 
5.0
%
 
1.5
 %
 
 
Total
4.8
%
 
(0.2
)%
 
3.2
%
 





17



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


 
 
 
 
 
 
 
 
 
 
 
 
 
Net Operating Income (in thousands)
 
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
% Change
 
Full
Consolidation (1)
Less
Noncontrolling
Interest
Pro-Rata
Consolidation
(Non-GAAP)
 
Full
Consolidation
(1)
Less
Noncontrolling
Interest
Plus
Discontinued
Operations
Pro-Rata
Consolidation
(Non-GAAP)
Full
Consolidation
(1)
Pro-Rata
Consolidation
(Non-GAAP)
Retail
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
$
75,282

$

$
75,282

 
$
73,387

$

$

$
73,387

2.6
 %
2.6
 %
Adjusted operating expenses
34,687


34,687

 
35,229



35,229

(1.5
)%
(1.5
)%
Comparable NOI
40,595


40,595

 
38,158



38,158

6.4
 %
6.4
 %
Non-Comparable NOI
3,756


3,756

 
2,993


1,870

4,863

 
 
Total
44,351


44,351

 
41,151


1,870

43,021

 
 
Office Buildings
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
103,457

4,652

98,805

 
100,658

4,711


95,947

2.8
 %
3.0
 %
Adjusted operating expenses
45,135

2,304

42,831

 
44,680

2,329


42,351

1.0
 %
1.1
 %
Comparable NOI
58,322

2,348

55,974

 
55,978

2,382


53,596

4.2
 %
4.4
 %
Non-Comparable NOI
2,162

174

1,988

 
(861
)
147

(43
)
(1,051
)
 
 
Total
60,484

2,522

57,962

 
55,117

2,529

(43
)
52,545

 
 
Apartments
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
72,454

4,253

68,201

 
69,900

3,920


65,980

3.7
 %
3.4
 %
Adjusted operating expenses
31,484

1,542

29,942

 
31,280

1,571


29,709

0.7
 %
0.8
 %
Comparable NOI
40,970

2,711

38,259

 
38,620

2,349


36,271

6.1
 %
5.5
 %
Non-Comparable NOI
4,536

3,606

930

 
703

(1,513
)

2,216

 
 
Total
45,506

6,317

39,189

 
39,323

836


38,487

 
 
Arena
8,834

4,034

4,800

 
11,864

5,447


6,417

 
 
Subsidized Senior Housing
3,819


3,819

 
3,564



3,564

 
 
Military Housing
5,361

(5
)
5,366

 
4,979

53


4,926

 
 
Land sales



 


459

459

 
 
Other (2) 
(15,531
)
(1,008
)
(14,523
)
 
(10,201
)
48


(10,249
)
 
 
Total Rental Properties
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
251,193

8,905

242,288

 
243,945

8,631


235,314

3.0
 %
3.0
 %
Adjusted operating expenses
111,306

3,846

107,460

 
111,189

3,900


107,289

0.1
 %
0.2
 %
Comparable NOI
139,887

5,059

134,828

 
132,756

4,731


128,025

5.4
 %
5.3
 %
Non-Comparable NOI
12,937

6,801

6,136

 
13,041

4,182

2,286

11,145

 
 
Total
152,824

11,860

140,964

 
145,797

8,913

2,286

139,170

 
 
Land Development Group
11,172

918

10,254

 
12,880

1,272


11,608

 
 
Corporate Activities
(14,978
)

(14,978
)
 
(13,421
)


(13,421
)
 
 
Corporate Activities - REIT conversion and reorganization costs
(6,212
)

(6,212
)
 




 
 
Grand Total
$
142,806

$
12,778

$
130,028

 
$
145,256

$
10,185

$
2,286

$
137,357

 
 
(1)
Includes the Company's pro-rata share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.
(2)
Includes non-capitalizable development costs and unallocated management and service company overhead, net of tax credit income and a 2014 legal settlement at Heritage, an apartment community in San Diego, California.

18



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Product Type
Pro-Rata Consolidation (dollars in thousands)
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
NOI by Product Type
$
160,941

 
NOI by Product Type
$
154,610

Arena
4,800

 
Arena
6,417

Corporate Activities
(14,978
)
 
Corporate Activities
(13,421
)
Corporate Activities - REIT conversion and reorganization costs
(6,212
)
 
Corporate Activities - REIT conversion and reorganization costs

Other (3) 
(14,523
)
 
Other (3) 
(10,249
)
Grand Total NOI
$
130,028

 
Grand Total NOI
$
137,357


(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 and a 2014 legal settlement at Heritage.

19



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Core Market
Pro-Rata Consolidation (dollars in thousands)
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
NOI by Market
$
155,575

 
NOI by Market
$
149,684

Arena
4,800

 
Arena
6,417

Military Housing
5,366

 
Military Housing
4,926

Corporate Activities
(14,978
)
 
Corporate Activities
(13,421
)
Corporate Activities - REIT conversion and reorganization costs
(6,212
)
 
Corporate Activities - REIT conversion and reorganization costs

Other (3) 
(14,523
)
 
Other (3) 
(10,249
)
Grand Total NOI
$
130,028

 
Grand Total NOI
$
137,357


(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 and a 2014 legal settlement at Heritage.

20



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 March 31, 2015
 
Three Months Ended March 31, 2014
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
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
$
237,082

$
27,126

$
104,156

$
314,112

 
$
249,537

$
24,940

$
110,458

$
6,990

$
342,045

Exclude straight-line adjustment
(509
)


(509
)
 
(3,034
)


59

(2,975
)
Add interest and other income
9,704

410

283

9,577

 
11,503

466

568


11,605

Equity in earnings (loss) of unconsolidated entities
9,313

(17
)
(8,627
)
703

 
34,029

(21
)
(35,452
)

(1,402
)
Exclude operating expenses of unconsolidated entities
47,267


(47,267
)

 
50,514


(50,514
)


Exclude gain on disposition of unconsolidated entities




 
(24,796
)

24,796



Exclude depreciation and amortization of unconsolidated entities
22,466


(22,466
)

 
21,604


(21,604
)


Exclude interest expense of unconsolidated entities
25,854


(25,854
)

 
28,000


(28,000
)


Exclude loss on extinguishment of debt of unconsolidated entities
225


(225
)

 
252


(252
)


Adjusted revenues
351,402

27,519


323,883

 
367,609

25,385


7,049

349,273

Operating expenses
160,643

14,741

47,267

193,169

 
171,103

15,200

50,514

4,763

211,180

Operating expenses of unconsolidated entities
47,267


(47,267
)

 
50,514


(50,514
)


Non-Real Estate depreciation and amortization
1,142



1,142

 
1,177




1,177

Exclude straight-line rent adjustment
(456
)


(456
)
 
(441
)



(441
)
Adjusted operating expenses
208,596

14,741


193,855

 
222,353

15,200


4,763

211,916

Net operating income
$
142,806

$
12,778

$

$
130,028

 
$
145,256

$
10,185

$

$
2,286

$
137,357

Interest expense
(52,576
)
(7,913
)
(25,854
)
(70,517
)
 
(62,452
)
(6,528
)
(28,000
)
(5,483
)
(89,407
)
Interest expense of unconsolidated entities
(25,854
)

25,854


 
(28,000
)

28,000



Loss on extinguishment of debt
(35,154
)

(225
)
(35,379
)
 
(164
)

(252
)
(17
)
(433
)
Loss on extinguishment of debt of unconsolidated entities
(225
)

225


 
(252
)

252



Equity in (earnings) loss of unconsolidated entities
(9,313
)
17

8,627

(703
)
 
(34,029
)
21

35,452


1,402

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




 
(467
)

24,796

26,766

51,095

Gain on disposition of unconsolidated entities




 
24,796


(24,796
)


Net gain on change in control of interests




 
2,759




2,759

Depreciation and amortization—Real Estate Groups (a)
(60,672
)
(7,561
)
(21,669
)
(74,780
)
 
(53,832
)
(4,615
)
(20,803
)
(986
)
(71,006
)
Amortization of mortgage procurement costs
(2,101
)
(99
)
(797
)
(2,799
)
 
(2,125
)
(163
)
(801
)
(41
)
(2,804
)
Depreciation and amortization of unconsolidated entities
(22,466
)

22,466


 
(21,604
)

21,604



Straight-line rent adjustment
53



53

 
2,593



(59
)
2,534

Earnings (loss) before income taxes
$
(65,502
)
$
(2,778
)
$
8,627

$
(54,097
)
 
$
(27,521
)
$
(1,100
)
$
35,452

$
22,466

$
31,497

 
 
 
 
 
 
 
 
 
 
 
(a) Depreciation and amortization—Real Estate Groups
$
60,672

$
7,561

$
21,669

$
74,780

 
$
53,832

$
4,615

$
20,803

$
986

$
71,006

Depreciation and amortization—Non-Real Estate
1,142



1,142

 
1,177




1,177

Total depreciation and amortization
$
61,814

$
7,561

$
21,669

$
75,922

 
$
55,009

$
4,615

$
20,803

$
986

$
72,183


21

























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22



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


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 March 31, 2015 compared with the three months ended March 31, 2014.
 
Commercial Group
Residential Group
Arena
Land Development Group
Total
Revenues for the three months ended March 31, 2014
$
201,219

$
103,892

$
19,407

$
17,527

$
342,045

Increase (decrease) due to:
 
 
 
 
 
Comparable portfolio
2,476

2,600



5,076

Non-comparable properties (1) 
16

6,027

(3,588
)

2,455

Properties in which partners' interest recently acquired
1,894




1,894

Recently disposed properties
(9,773
)
(4,944
)


(14,717
)
Properties in which partial interest was recently disposed

(3,683
)


(3,683
)
Land sales
(1,600
)


(7,148
)
(8,748
)
Military housing

(3,278
)


(3,278
)
Subsidized senior housing

218



218

Other
(4,904
)
(2,245
)

(1
)
(7,150
)
Revenues for the three months ended March 31, 2015
$
189,328

$
98,587

$
15,819

$
10,378

$
314,112

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Operating expenses for the three months ended March 31, 2014
$
11,561

$
112,430

$
65,539

$
12,973

$
8,677

$
211,180

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

(2,273
)
(170
)


(2,443
)
Non-comparable properties (1) 

(306
)
2,383

(1,982
)

95

Properties in which partners' interest recently acquired

829




829

Recently disposed properties

(5,879
)
(2,928
)


(8,807
)
Properties in which partial interest was recently disposed


(1,614
)


(1,614
)
Land cost of sales

(1,142
)
(5
)

(3,668
)
(4,815
)
Military housing


(3,030
)


(3,030
)
Subsidized senior housing


(48
)


(48
)
REIT conversion and reorganization costs
6,212





6,212

Development, management, corporate and other expenses
1,942

(7,146
)
1,163


(349
)
(4,390
)
Operating expenses for the three months ended March 31, 2015
$
19,715

$
96,513

$
61,290

$
10,991

$
4,660

$
193,169

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Interest expense for the three months ended March 31, 2014
$
9,282

$
58,887

$
16,553

$
4,708

$
(23
)
$
89,407

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

(2,601
)
(541
)


(3,142
)
Non-comparable properties (1) 

2

2,308

96


2,406

Properties in which partners' interest recently acquired

22




22

Recently disposed properties

(6,481
)
(834
)


(7,315
)
Properties in which partial interest was recently disposed


(2,123
)


(2,123
)
Capitalized interest

(313
)
(2,365
)

91

(2,587
)
Mark-to-market adjustments on non-designated swaps
(26
)
(31
)
(3,357
)

(351
)
(3,765
)
Corporate borrowings
(1,110
)




(1,110
)
Other

(1,830
)
620


(66
)
(1,276
)
Interest expense for the three months ended March 31, 2015
$
8,146

$
47,655

$
10,261

$
4,804

$
(349
)
$
70,517



23



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 March 31, 2015 vs. 2014
Property
Quarter Opened
Revenues
Operating Expenses
Interest Expense
Commercial:
 
 
 
 
Property in lease-up:
 
 
 
 
The Yards - Lumbershed
Q3-13
$
(3
)
$
(25
)
$
24

Non-comparable property:
 
 
 
 
Ballston Common
19

(281
)
(22
)
Total Commercial
$
16

$
(306
)
$
2

Residential:
 
 
 
 
Properties in lease-up:
 
 
 
 
1111 Stratford
Q3-13/Q1-14
$
441

$
(41
)
$
20

2175 Market Street
Q4-14
122

65

31

3700M
Q3-14
257

271

130

Aster Conservatory Green
Q3-13/14
961

180

233

Radian
Q2-14
707

410

507

The Continental
Q1-13
170

34

20

The Yards - Twelve12
Q2-14
1,719

640

527

Winchester Lofts
Q4-14
74

302

639

Non-comparable properties:
 
 
 
 
Heritage
1,041

463

(43
)
500 Sterling Place
535

59

244

Total Residential
$
6,027

$
2,383

$
2,308

Commercial Group:
The increases in revenues, operating expenses and interest expense related to partners' interest recently acquired are related to Boulevard Mall, a regional mall in Amherst, New York (Q4-2014). The decreases in revenues, operating expenses and interest expense related to recent disposals are due 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. The decrease in interest expense for the comparable portfolio is primarily due to the paydown of several nonrecourse mortgage notes.
Ballston Common, a regional mall in Arlington, Virginia, is classified as a non-comparable property due to its upcoming planned renovation project.
Residential Group:
The decreases in revenues, operating expenses and interest expense related to partial interest recently disposed are related to the contribution of two operating apartment communities into our strategic capital partnership with Arizona State Retirement System in the prior year.
Heritage is classified as a non-comparable property due to its recently completed renovation project resulting in a significant number of units being off-line.
500 Sterling Place, an apartment community in Brooklyn, New York, was acquired (Q1-2015) and is classified as a non-comparable property.
Corporate Activities:
The decrease in interest expense is due to the privately negotiated exchanges of a portion of our Senior Notes due 2016, 2018 and 2020 for Class A common stock in the first quarter of 2015.







24



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. – Net loss attributable to Forest City Enterprises, Inc. for the three months ended March 31, 2015 was $(54,209,000) versus net earnings of $15,520,000 for the three months ended March 31, 2014. Although we have substantial recurring revenue sources, significant transactions often create substantial variances in operating results between periods. The variance to the prior year period is primarily attributable to the following fluctuations, which are pre-tax and net of noncontrolling interests:
Asset Dispositions - $(53,116,000)
$(51,095,000) related to 2014 gains on disposition of full or partial interest in rental properties and unconsolidated investments;
$(3,480,000) related to decreased Land Development Group sales in 2015 compared with 2014, primarily at our Stapleton project; and
$1,459,000 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 2014.
Financing Transactions - $(27,484,000)
$(34,946,000) related to increased losses on extinguishment of debt in 2015 compared with 2014 primarily due to the conversions of a portion of Senior Notes due 2016, 2018 and 2020;
$3,765,000 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;
$2,587,000 related to a decrease in interest expense in 2015 compared with 2014 due to increased capitalized interest on projects under construction and development as we increased our construction pipeline; and
$1,110,000 related to a decrease in interest expense on corporate debt due to the conversions of certain Senior Notes due 2016, 2018 and 2020.
Non-Cash Transactions - $(6,498,000)
$(3,739,000) related to an increase in depreciation and amortization expense in 2015 compared with 2014 primarily due to recently opened properties and the change from equity method of accounting to full consolidation method upon the acquisition of our partners’ interest in one apartment community and one regional mall in Q4 2014. These increases were partially offset by the disposition of full or partial interests in several properties during 2014; and
$(2,759,000) related to the net gain on change in control of interest related to the adjustment to fair value of the assets and liabilities of 91 Sidney, an apartment community in Cambridge, Massachusetts, in 2014.
Operations - $719,000
$10,661,000 related to a combined fluctuation in revenues, operating expenses and interest expense in our comparable portfolio in 2015 compared with 2014;
$(6,212,000) related to REIT conversion and reorganization costs incurred in 2015;
$(2,028,000) in interest and other income primarily related to income recognized by a legal settlement at Heritage in 2014, which did not recur, and a decrease in the income recognition on the allocation of state and federal historic preservation tax credits and new market tax credits in 2015 compared with 2014; and
$(1,702,000) related to a combined fluctuation in revenues, operating expenses and interest expense at Barclays Center in 2015 compared with 2014.
Income Taxes
$13,760,000 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.





25



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Capital Expenditures for our Operating Portfolio – Our diversified real estate portfolio requires capital expenditures, including tenant improvements, to maintain and improve its operating performance. The following table represents our capital expenditures by segment:
 
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
 
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
 
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Operating properties:
 
 
 
 
 
Commercial Group
$
4,082

$
6,831

 
$
5,312

$
9,963

Residential Group
1,867

3,557

 
2,844

5,101

Arena
683

232

 
1,002

341

Other
15

15

 
16

16

Total operating properties
6,647

10,635

 
9,174

15,421

 
 
 
 
 
 
Tenant improvements
 
 
 
 
 
Commercial Group
9,448

11,041

 
2,944

4,215

 
 
 
 
 
 
Total capital expenditures
$
16,095

$
21,676

 
$
12,118

$
19,636



26



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 March 31,
 
2015
2014
 
(in thousands)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(54,209
)
$
15,520

Depreciation and Amortization—Real Estate Groups
74,780

71,006

Gain on disposition of full or partial interests in rental properties

(51,095
)
Income tax expense adjustment — current and deferred (2):
 
 
Gain on disposition of full or partial interests in rental properties

19,898

FFO
$
20,571

$
55,329

 
 
 
FFO Per Share - Diluted
 
 
Numerator (in thousands):
 
 
FFO
$
20,571

$
55,329

If-Converted Method (adjustments for interest, net of tax):
 
 
5.000% Notes due 2016

382

4.250% Notes due 2018

2,277

3.625% Notes due 2020

1,664

FFO for per share data
$
20,571

$
59,652

Denominator:
 
 
Weighted average shares outstanding—Basic
202,963,083

197,739,076

Effect of stock options, restricted stock and performance shares
2,768,251

1,926,005

Effect of convertible debt

32,138,215

Effect of convertible Class A Common Units
2,973,190

3,646,755

Weighted average shares outstanding - Diluted (1)
208,704,524

235,450,051

FFO Per Share
$
0.10

$
0.25

(1)
For the three months ended March 31, 2015, weighted-average shares issuable upon the conversion of convertible debt of 28,087,047 were not included in the computation of diluted FFO per share because their effect is anti-dilutive under the if-converted method. As a result, an adjustment to FFO for interest expense of $3,787,000 related to these securities is not required.
(2)
The following table provides detail of income tax expense (benefit):
 
Three Months Ended March 31,
 
2015
2014
 
(in thousands)
Income tax expense (benefit) on FFO
 
 
Operating Earnings:
 
 
Current taxes
$
(1,744
)
$
8,633

Deferred taxes
2,559

(13,956
)
Total income tax expense (benefit) on FFO
815

(5,323
)
 
 
 
Income tax expense (benefit) on non-FFO
 
 
Disposition of full or partial interests in rental properties:
 
 
Current taxes
$

$
29,048

Deferred taxes

(9,150
)
Total income tax expense (benefit) on non-FFO

19,898

Grand Total
$
815

$
14,575



27



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of FFO to Operating FFO - Pro-Rata Consolidation

Three Months Ended March 31,
 
 
2015
2014
% Change
 
(in thousands)
 
FFO
$
20,571

$
55,329

 
Tax credit income
(3,255
)
(3,947
)
 
(Gain) loss on extinguishment of debt
35,379

433

 
Change in fair market value of nondesignated hedges
(2,113
)
4,672

 
Net gain on change in control of interests

(2,759
)
 
Straight-line rent adjustments
(53
)
(2,534
)
 
Participation payments

1,469

 
REIT conversion and reorganization costs
6,212


 
Nets Pre-tax FFO
802

1,153

 
Income tax expense (benefit) on FFO
815

(5,323
)
 
Operating FFO
$
58,358

$
48,493

20.3%
 
 
 
 
Operating FFO Per Share - Diluted
 
 
 
Numerator (in thousands):
 
 
 
Operating FFO
$
58,358

$
48,493

 
If-Converted Method (adjustments for interest, pre-tax):
 
 
 
5.000% Notes due 2016
507

625

 
4.250% Notes due 2018
3,322

3,719

 
3.625% Notes due 2020
2,357

2,719

 
Operating FFO for per share data
$
64,544

$
55,556

 
 
 
 
 
Denominator:
 
 
 
Weighted average shares outstanding - Diluted (1)
236,791,571

235,450,051

 
Operating FFO Per Share
$
0.27

$
0.24

 

(1)
Includes dilutive securities of 28,087,047 for the three months ended March 31, 2015, for the computation of Operating FFO per share because their effect is dilutive under the if-converted method. These securities were not included in the computation of diluted FFO per share because their effect was anti-dilutive.

 
Three Months Ended March 31,
 
 
2015
2014
 
 
(in thousands)
 
Operating FFO by segment:
 
 
 
Commercial Group
$
44,682

$
31,275


Residential Group
25,750

25,493


Arena
(4
)
1,649


Land Group
10,252

11,626


Corporate Group
(22,322
)
(21,550
)

Operating FFO
$
58,358

$
48,493





28

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information





29

























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30



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Historical Trends

Through the implementation of our strategic plan, we approach our business by:
Focusing on core markets and products as we develop, own and operate a high-quality portfolio
Driving operational excellence through all aspects of our company
Building a strong, sustaining capital structure, improved balance sheet and debt metrics

The tables below illustrate our progress as we continue to implement our strategic plan. The financial and operating data presented is as reported in previous year-end supplemental packages. GAAP reconciliations for previous years can be found in prior supplemental packages furnished with the Securities and Exchange Commission ("SEC") and are available on our website at www.forestcity.net.

Development ratio is calculated in accordance with our financial covenants contained in our revolving credit facility. Total debt includes outstanding borrowings on our revolving credit facility, convertible senior debt, nonrecourse mortgages and notes payable. Net debt to NOI is defined as total debt, less cash and equivalents, divided by NOI, excluding write-offs of abandoned development projects and demolition costs. All metrics are reflected at our pro-rata share.








31



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information



Historical Trends (continued)

    
*
Represents data for the year ended December 31, 2013, which is consistent with our new calendar year-end. As such, data for the year ended December 31, 2013 includes results for the month ended January 31, 2013, which has previously been included in the financial results for the year ended January 31, 2013 included in our supplemental package furnished with the SEC on March 27, 2013.



    





32



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Property Acquisition and Projects Under Construction
March 31, 2015
 
Location
Date
Acquired/
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)
 
 
 
 
 
 
2015 Property Acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
500 Sterling Place
Brooklyn, NY
Q1-15
100
%
 
100
%
 
$
48.1

$
48.1

$
48.1

 
77

 

 
96%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State Retirement System JV:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Yards - Arris
Washington, D.C.
Q1-16
25
%
 
25
%
 
$
142.7

$
142.7

$
35.7

 
327

 
19,000

 
 
Blossom Plaza
Los Angeles, CA
Q2-16
25
%
 
25
%
 
104.9

104.9

26.2

 
237

 
19,000

 
 
1001 4th Street, SW
Washington, D.C.
Q4-16
25
%
 
25
%
 
143.3

143.3

35.8

 
365

 
5,000

 
 
Museum Towers II
Philadelphia, PA
Q4-16
25
%
 
25
%
 
114.1

114.1

28.5

 
286

 

 
 
 
 
 
 
 
 
 
505.0

505.0

126.2

 
1,215

 
43,000

 
 
Aster Town Center II
Denver, CO
Q3/Q4-15
90
%
 
90
%
 
23.4

23.4

21.1

 
135

 

 
 
B2 BKLYN
Brooklyn, NY
Q3-16
100
%
 
100
%
 
162.1

162.1

162.1

 
363

 
4,000

 
 
535 Carlton
Brooklyn, NY
Q3-16
30
%
(e)
30
%
 
0.0

165.6

49.7

 
298

 

 
 
Pacific Park - Parking (f)
Brooklyn, NY
Q3-16/18
30
%
(e)
30
%
 
0.0

90.6

27.2

 

 

 
 
 
 
 
 
 
 
 
$
690.5

$
946.7

$
386.3

 
2,011

 
47,000

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

$
175.3

$
87.7

 
246,000

 
246,000

 
94%
1812 Ashland Ave
Baltimore, MD
Q3-16
85
%
 
100
%
 
60.7

60.7

60.7

 
164,000

 
164,000

 
70%
 
 
 
 
 
 
 
$
60.7

$
236.0

$
148.4

 
410,000

 
410,000

 
 
Retail Expansions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Galleria at Sunset
Henderson, NV
Q2-15
51
%
(e)
51
%
 
$
0.0

$
24.9

$
12.7

 
32,000

 
32,000

 
84%
Boulevard Mall
Buffalo, NY
Q4-15
100
%
 
100
%
 
10.9

10.9

10.9

 
46,000

 
46,000

 
100%
 
 
 
 
 
 
 
$
10.9

$
35.8

$
23.6

 
78,000

 
78,000

 
 
Total Projects Under Construction 
$
762.1

$
1,218.5

$
558.3

 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated Initial Yield on Cost
5.5% - 6.0%

(g)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kapolei Lofts
Kapolei, HI
Q3-15/Q1-17
100
%
 
0
%
(h)
$
154.8

$
154.8

$
0.0

 
499

 

 
 

See footnotes on the following page.




33



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information




FOOTNOTES

(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. Upon completion, our completed rental properties recorded on the consolidated balance sheet may include costs, in addition to costs above, not allocated to our partners, such as corporate capitalized interest.
(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.
(d)
Lease commitments as of April 28, 2015.
(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)
Expected to include 950 parking spaces.
(g)
Range of estimated initial yield on cost is calculated using estimated pro-rata initial stabilized NOI divided by FCE pro-rata share of project cost per above, net of anticipated subsidies and other cost adjustments.
(h)
Kapolei Lofts is a residential project currently under construction on land leased by the Company. The land lessor is entitled to a preferred return that currently exceeds anticipated operating cash flow of the project, and therefore, this project is reflected at 0% for pro-rata purposes.  In accordance with the waterfall provisions of the distribution Agreement, the Company expects to share in the net proceeds upon a sale of the project.

34



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Projects Under Development
March 31, 2015

Below is a summary of our active large scale development projects 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 $350.4 million ($132.8 million at full consolidation) of Projects Under Development on our balance sheet and pro-rata mortgage debt of $118.1 million ($11.7 million at full consolidation).
1)
Pacific Park Brooklyn - 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. Projects currently under construction include B2 BKLYN, a 50% market-rate and 50% affordable rental building with 363 residential units, and 535 Carlton, a 100% affordable rental building with 298 residential units. In Q2 2015, construction is expected to commence on a 278-unit condominium building and a 301-unit, 100% affordable rental building.
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 2,800 residential units, 1.8 million square feet of office space and approximately 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 a 170-unit residential building, Foundry Lofts; two retail centers: Boilermaker Shops and Lumber Shed, with 40,000 and 31,000 square feet, respectively; and Twelve12, a mixed-use property, with 218 residential units and 88,000 square feet of retail space. Arris, a mixed-use project, is currently under construction and is expected to feature 327 residential units and 19,000 square feet of retail space.
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 able to support additional expansion. Current completed projects include the 279,000 square-foot 855 North Wolfe Street, a 492,000 square-foot parking garage for Johns Hopkins and a 234,000 square-foot commercial building developed on a fee basis which is fully leased by the Department of Health & Mental Hygiene. Currently under construction is a 164,000 square-foot office building, 1812 Ashland Ave.
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, 365 residential units and 40,000 square feet of retail stores and restaurants. Currently under construction is a 365-unit residential building, 1001 4th Street, SW.
5) Pier 70 - San Francisco, CA
Pier 70 is a former shipyard on San Francisco's eastern waterfront. The Forest City master development area of 28 acres is a mixed-use project, which is expected to include 3.8 million total square feet, consisting of 900,000 to 1.8 million square feet of office space, approximately 260,000 square feet of traditional retail, local production, and cultural/community uses, 1,000 to 2,000 residential units, approximately 2,000 parking spaces and 7 acres of waterfront parks.
6) 5th & Mission - San Francisco, CA
5th & Mission is a mixed-use project on approximately 4 acres in downtown San Francisco. 5th & Mission is expected to include approximately 825,000 square feet of commercial and 820,000 square feet of residential uses. The project will retain an existing historic building as well as the iconic San Francisco Chronicle building and would create significant new open spaces for the neighborhood. The project is designed to house a dynamic ground-floor mix of arts/cultural/community uses, as well as local retail, entrepreneurship and business incubation for a total of approximately 1.7 million square feet of development.


35



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:

 
March 31, 2015
December 31, 2014
 
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Stapleton
$
50,796

$
45,850

$
51,604

$
46,583

Commercial outlots
45,879

55,514

45,865

54,072

Total Land Inventory (1) 
$
96,675

$
101,364

$
97,469

$
100,655


(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 March 31, 2015, we own 248 gross acres, of which 113 acres are saleable. We also have an option to purchase an additional 849 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.




36


























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37



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
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
Class A Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
25.52

 
$
21.30

 
$
19.56

 
$
19.87

 
$
19.10

High Closing Price
$
25.79

 
$
21.67

 
$
21.30

 
$
20.09

 
$
19.58

Low Closing Price
$
21.00

 
$
19.20

 
$
19.17

 
$
18.46

 
$
17.71

Average Closing Price
$
24.53

 
$
20.79

 
$
19.99

 
$
19.10

 
$
18.88

Total Volume
69,096,438

 
70,389,527

 
47,200,607

 
40,112,884

 
48,844,589

Average Volume
1,132,728

 
1,099,836

 
737,509

 
636,712

 
800,731

Common shares outstanding, end of period
193,501,911

 
179,763,952

 
179,695,113

 
179,662,635

 
178,207,223

Class B Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
25.50

 
$
21.34

 
$
19.83

 
$
19.89

 
$
19.02

High Closing Price
$
25.75

 
$
21.70

 
$
21.30

 
$
20.05

 
$
19.64

Low Closing Price
$
21.05

 
$
19.24

 
$
19.13

 
$
18.48

 
$
17.69

Average Closing Price
$
24.63

 
$
20.70

 
$
20.03

 
$
19.08

 
$
18.90

Total Volume
37,129

 
59,140

 
121,763

 
46,127

 
62,624

Average Volume
609

 
924

 
1,903

 
732

 
1,027

Common shares outstanding, end of period
18,942,503

 
19,208,517

 
19,220,506

 
19,227,650

 
19,548,552

Common Equity Market Capitalization
$
5,421,202,595

 
$
4,238,881,931

 
$
3,895,979,044

 
$
3,952,334,516

 
$
3,775,571,418

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 March 31, 2015, follows:
 
 
Requirement
Per  Agreement
 
As of
March 31, 2015
 
As of
December 31, 2014
 
As of
September 30, 2014
 
As of
June 30, 2014
 
(dollars in thousands)
Credit Facility Financial Covenants 
 
 
 
 
 
 
 
 
 
Debt Service Coverage Ratio
1.45x

 
1.88
x
 
1.81
x
 
1.72
x
 
1.65
x
Debt Yield Ratio
>9.50%

 
11.88
%
 
12.11
%
 
11.80
%
 
11.55
%
Cash Flow Coverage Ratio
3.00x

 
7.40
x
 
6.91
x
 
6.36
x
 
5.05
x
Total Development Ratio
<17%

 
6.33
%
 
5.70
%
 
7.18
%
 
6.40
%
Minimum Consolidated Shareholders’ Equity, as defined
$
2,320,175

 
$
4,155,729

 
$
3,848,400

 
$
3,755,092

 
$
3,675,042





38



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Nonrecourse Debt Maturities Table (dollars in thousands)
As of March 31, 2015

 
Year Ending December 31, 2015
 
Year Ending December 31, 2016
 
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
$
231,473

$
74,658

$
38,615

$
195,430

 
$
73,038

$
1,655

$
216,816

$
288,199

Weighted average rate
6.79
%
8.99
%
5.73
%
5.74
%
 
5.56
%
3.95
%
6.22
%
6.06
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
62,163

4,148

32,480

90,495

 
70,850


11,741

82,591

Weighted average rate
2.95
%
2.92
%
2.53
%
2.80
%
 
2.56
%
%
2.07
%
2.49
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
135,800


546

136,346

 




Weighted average rate
2.43
%
%
1.39
%
2.42
%
 
%
%
%
%
Total variable-rate debt
197,963

4,148

33,026

226,841

 
70,850


11,741

82,591

Total Nonrecourse Debt
$
429,436

$
78,806

$
71,641

$
422,271

 
$
143,888

$
1,655

$
228,557

$
370,790

Weighted Average Rate
4.86
%
8.67
%
4.24
%
4.04
%
 
4.08
%
3.95
%
6.00
%
5.27
%
 
 
 
 
 
 
 
 
 
 
 
Year Ending December 31, 2017
 
Year Ending December 31, 2018
 
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
$
204,455

$
10,954

$
390,407

$
583,908

 
$
174,897

$
4,300

$
272,323

$
442,920

Weighted average rate
6.08
%
5.99
%
5.61
%
5.77
%
 
4.72
%
4.01
%
4.85
%
4.81
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
977,387


63,220

1,040,607

 
22,482


9,459

31,941

Weighted average rate
5.80
%
%
1.56
%
5.54
%
 
3.93
%
%
1.99
%
3.35
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt


25,338

25,338

 
78,560

1,616

53,040

129,984

Weighted average rate    
%
%
0.92
%
0.92
%
 
0.99
%
0.84
%
2.03
%
1.41
%
Total variable-rate debt
977,387


88,558

1,065,945

 
101,042

1,616

62,499

161,925

Total Nonrecourse Debt
$
1,181,842

$
10,954

$
478,965

$
1,649,853

 
$
275,939

$
5,916

$
334,822

$
604,845

Weighted Average Rate
5.85
%
5.99
%
4.83
%
5.55
%
 
3.59
%
3.14
%
4.32
%
4.00
%

39



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of March 31, 2015

 
Year Ending December 31, 2019
 
Thereafter
 
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
$
113,329

$
3,885

$
42,088

$
151,532

 
$
1,456,409

$
332,404

$
1,002,255

$
2,126,260

Weighted average rate
3.94
%
4.80
%
5.69
%
4.40
%
 
5.49
%
7.34
%
4.36
%
4.66
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
178,572

53,293

138,653

263,932

 
38,978


3,141

42,119

Weighted average rate
1.73
%
1.24
%
3.97
%
3.00
%
 
3.53
%
%
1.13
%
3.35
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
8,500


20,000

28,500

 
375,547

104,543

66,845

337,849

Weighted average rate
2.99
%
%
0.84
%
1.48
%
 
1.14
%
1.23
%
0.97
%
1.08
%
Total variable-rate debt
187,072

53,293

158,653

292,432

 
414,525

104,543

69,986

379,968

Total Nonrecourse Debt
$
300,401

$
57,178

$
200,741

$
443,964

 
$
1,870,934

$
436,947

$
1,072,241

$
2,506,228

Weighted Average Rate
2.60
%
1.48
%
4.02
%
3.38
%
 
4.57
%
5.88
%
4.14
%
4.16
%
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Full
Consolidation
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
 
 
 
 
 
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
2,253,601

$
427,856

$
1,962,504

$
3,788,249

 
 
 
 
 
Weighted average rate
5.54
%
7.52
%
4.94
%
5.00
%
 
 
 
 
 
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
1,350,432

57,441

258,694

1,551,685

 
 
 
 
 
Weighted average rate
4.86
%
1.36
%
3.01
%
4.68
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
598,407

106,159

165,769

658,017

 
 
 
 
 
Weighted average rate    
1.44
%
1.22
%
1.29
%
1.43
%
 
 
 
 
 
Total variable-rate debt
1,948,839

163,600

424,463

2,209,702

 
 
 
 
 
Total Nonrecourse Debt
$
4,202,440

$
591,456

$
2,386,967

$
5,997,951

 
 
 
 
 
Weighted Average Rate
4.74
%
5.79
%
4.47
%
4.53
%
 
 
 
 
 
 

40



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three Months Ended March 31, 2015 (in thousands)

 
Three Months Ended March 31, 2015
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
Commercial Group
 
 
 
 
Total revenues
$
128,545

$
4,762

$
65,545

$
189,328

Exclude straight-line rent adjustment
(310
)


(310
)
Add interest and other income
2,633

6

34

2,661

Equity in earnings (loss) of unconsolidated entities
6,727


(6,727
)

Exclude operating expenses of unconsolidated entities
25,992


(25,992
)

Exclude depreciation and amortization of unconsolidated entities
14,391


(14,391
)

Exclude interest expense of unconsolidated entities
18,461


(18,461
)

Exclude loss on extinguishment of debt of unconsolidated entities
8


(8
)

Adjusted revenues
196,447

4,768


191,679

Operating expenses
73,090

2,569

25,992

96,513

Operating expenses of unconsolidated entities
25,992


(25,992
)

Non-Real Estate depreciation and amortization
220



220

Exclude straight-line rent adjustment
(436
)


(436
)
Adjusted operating expenses
98,866

2,569


96,297

Net operating income
97,581

2,199


95,382

Interest expense
(30,322
)
(1,128
)
(18,461
)
(47,655
)
Interest expense of unconsolidated entities
(18,461
)

18,461


Loss on extinguishment of debt
(12
)

(8
)
(20
)
Loss on extinguishment of debt of unconsolidated entities
(8
)

8


Amortization of mortgage procurement costs - Real Estate Groups
(1,964
)


(1,964
)
Straight-line rent adjustment
(126
)


(126
)
Noncontrolling interest in FFO
(1,071
)
(1,071
)


Income tax benefit (expense) on FFO




FFO
$
45,617

$

$

$
45,617

Depreciation and amortization - Real Estate Groups
(45,684
)


(45,684
)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(67
)
$

$

$
(67
)

41



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three Months Ended March 31, 2015 (in thousands) (continued)

 
Three Months Ended March 31, 2015
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
Residential Group
 
 
 
 
Total revenues
$
69,660

$
8,368

$
37,295

$
98,587

Exclude straight-line rent adjustment
(188
)


(188
)
Add interest and other income
2,996

3

248

3,241

Equity in earnings (loss) of unconsolidated entities
1,710

(17
)
(1,167
)
560

Exclude operating expenses of unconsolidated entities
20,778


(20,778
)

Exclude depreciation and amortization of unconsolidated entities
8,065


(8,065
)

Exclude interest expense of unconsolidated entities
7,316


(7,316
)

Exclude loss on extinguishment of debt of unconsolidated entities
217


(217
)

Adjusted revenues
110,554

8,354


102,200

Operating expenses
43,239

2,727

20,778

61,290

Operating expenses of unconsolidated entities
20,778


(20,778
)

Non-Real Estate depreciation and amortization
148



148

Exclude straight-line rent adjustment
(20
)


(20
)
Adjusted operating expenses
64,145

2,727


61,418

Net operating income
46,409

5,627


40,782

Interest expense
(4,465
)
(1,520
)
(7,316
)
(10,261
)
Interest expense of unconsolidated entities
(7,316
)

7,316


Loss on extinguishment of debt


(217
)
(217
)
Loss on extinguishment of debt of unconsolidated entities
(217
)

217


Amortization of mortgage procurement costs - Real Estate Groups
(835
)


(835
)
Straight-line rent adjustment
168



168

Noncontrolling interest in FFO
(4,107
)
(4,107
)


Income tax benefit (expense) on FFO




FFO
$
29,637

$

$

$
29,637

Depreciation and amortization - Real Estate Groups
(24,000
)


(24,000
)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
5,637

$

$

$
5,637


42



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three Months Ended March 31, 2015 (in thousands) (continued)

 
Three Months Ended March 31, 2015
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
Arena
 
 
 
 
Total revenues
$
28,820

$
13,001

$

$
15,819

Exclude straight-line rent adjustment
(11
)


(11
)
Add interest and other income




Equity in earnings (loss) of unconsolidated entities




Exclude operating expenses 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
28,809

13,001


15,808

Operating expenses
19,958

8,967


10,991

Operating expenses of unconsolidated entities




Non-Real Estate depreciation and amortization
17



17

Exclude straight-line rent adjustment




Adjusted operating expenses
19,975

8,967


11,008

Net operating income
8,834

4,034


4,800

Interest expense
(10,108
)
(5,304
)

(4,804
)
Interest expense of unconsolidated entities




Loss on extinguishment of debt




Loss on extinguishment of debt of unconsolidated entities




Amortization of mortgage procurement costs - Real Estate Groups




Straight-line rent adjustment
11



11

Noncontrolling interest in FFO
1,270

1,270



Income tax benefit (expense) on FFO




FFO
$
7

$

$

$
7

Depreciation and amortization - Real Estate Groups
(5,055
)


(5,055
)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(5,048
)
$

$

$
(5,048
)

43



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three Months Ended March 31, 2015 (in thousands) (continued)

 
Three Months Ended March 31, 2015
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
Land Group
 
 
 
 
Total revenues
$
10,057

$
995

$
1,316

$
10,378

Exclude straight-line rent adjustment




Add interest and other income
4,040

401

1

3,640

Equity in earnings (loss) of unconsolidated entities
1,678


(733
)
945

Exclude operating expenses of unconsolidated entities
497


(497
)

Exclude depreciation and amortization of unconsolidated entities
10


(10
)

Exclude interest expense of unconsolidated entities
77


(77
)

Exclude loss on extinguishment of debt of unconsolidated entities




Adjusted revenues
16,359

1,396


14,963

Operating expenses
4,641

478

497

4,660

Operating expenses of unconsolidated entities
497


(497
)

Non-Real Estate depreciation and amortization
49



49

Exclude straight-line rent adjustment




Adjusted operating expenses
5,187

478


4,709

Net operating income
11,172

918


10,254

Interest expense
465

39

(77
)
349

Interest expense of unconsolidated entities
(77
)

77


Loss on extinguishment of debt




Loss on extinguishment of debt of unconsolidated entities




Amortization of mortgage procurement costs - Real Estate Groups




Straight-line rent adjustment




Noncontrolling interest in FFO
(957
)
(957
)


Income tax benefit (expense) on FFO




FFO
$
10,603

$

$

$
10,603

Depreciation and amortization - Real Estate Groups
(41
)


(41
)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
10,562

$

$

$
10,562


44



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three Months Ended March 31, 2015 (in thousands) (continued)

 
Three Months Ended March 31, 2015
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
Corporate Group
 
 
 
 
Total revenues
$

$

$

$

Exclude straight-line rent adjustment




Add interest and other income
35



35

Equity in earnings (loss) of unconsolidated entities
(802
)


(802
)
Exclude operating expenses 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
(767
)


(767
)
Operating expenses
19,715



19,715

Operating expenses of unconsolidated entities




Non-Real Estate depreciation and amortization
708



708

Exclude straight-line rent adjustment




Adjusted operating expenses
20,423



20,423

Net operating income
(21,190
)


(21,190
)
Interest expense
(8,146
)


(8,146
)
Interest expense of unconsolidated entities




Loss on extinguishment of debt
(35,142
)


(35,142
)
Loss on extinguishment of debt of unconsolidated entities




Amortization of mortgage procurement costs - Real Estate Groups




Straight-line rent adjustment




Noncontrolling interest in FFO




Income tax benefit (expense) on FFO
(815
)


(815
)
FFO
$
(65,293
)
$

$

$
(65,293
)
Depreciation and amortization - Real Estate Groups




Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(65,293
)
$

$

$
(65,293
)

45



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three Months Ended March 31, 2015 (in thousands) (continued)

 
Three Months Ended March 31, 2015
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
Total
 
 
 
 
Total revenues
$
237,082

$
27,126

$
104,156

$
314,112

Exclude straight-line rent adjustment
(509
)


(509
)
Add interest and other income
9,704

410

283

9,577

Equity in earnings (loss) of unconsolidated entities
9,313

(17
)
(8,627
)
703

Exclude operating expenses of unconsolidated entities
47,267


(47,267
)

Exclude depreciation and amortization of unconsolidated entities
22,466


(22,466
)

Exclude interest expense of unconsolidated entities
25,854


(25,854
)

Exclude loss on extinguishment of debt of unconsolidated entities
225


(225
)

Adjusted revenues
351,402

27,519


323,883

Operating expenses
160,643

14,741

47,267

193,169

Operating expenses of unconsolidated entities
47,267


(47,267
)

Non-Real Estate depreciation and amortization
1,142



1,142

Exclude straight-line rent adjustment
(456
)


(456
)
Adjusted operating expenses
208,596

14,741


193,855

Net operating income
142,806

12,778


130,028

Interest expense
(52,576
)
(7,913
)
(25,854
)
(70,517
)
Interest expense of unconsolidated entities
(25,854
)

25,854


Loss on extinguishment of debt
(35,154
)

(225
)
(35,379
)
Loss on extinguishment of debt of unconsolidated entities
(225
)

225


Amortization of mortgage procurement costs - Real Estate Groups
(2,799
)


(2,799
)
Straight-line rent adjustment
53



53

Noncontrolling interest in FFO
(4,865
)
(4,865
)


Income tax benefit (expense) on FFO
(815
)


(815
)
FFO
$
20,571

$

$

$
20,571

Depreciation and amortization - Real Estate Groups
(74,780
)


(74,780
)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(54,209
)
$

$

$
(54,209
)

46