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8-K - 8-K - FOREST CITY ENTERPRISES INCa8kforsupppackq2-2015.htm
EX-99.2 - EXHIBIT 99.2 - FOREST CITY ENTERPRISES INCfceex992erq2-2015.htm
Exhibit 99.1







Supplemental Package
For the Quarter Ended June 30, 2015




Forest City Enterprises, Inc. and Subsidiaries
Supplemental Package
Second 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
Reconciliation of Net Earnings (Loss) to EBITDA
Operating FFO Bridges
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 June 30, 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 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 $10.3 billion of consolidated assets in 24 states and the District of Columbia at June 30, 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 regional offices in 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. On July 10, 2015, Forest City Realty Trust, Inc., our newly formed wholly owned subsidiary, filed a registration statement on Form S-4 containing a preliminary proxy statement of the Company and a preliminary prospectus of Forest City Realty Trust, Inc. with the Securities and Exchange Commission in connection with our plan to convert to REIT status. We expect to elect REIT status for our taxable year ended December 31, 2016, subject to business conditions, the completion of related preparatory work, obtaining necessary regulatory approvals and 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 and six months ended June 30, 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 financial statement users 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"), Operating FFO, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA are necessary to understand our business and operating results, along with net earnings and other GAAP measures. Our financial statement users 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 full or partial 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 and demolition costs; 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.

EBITDA
EBITDA, a non-GAAP measure, is defined as net earnings excluding the following items at our proportionate share: i) non-cash charges for depreciation and amortization; ii) interest expense; iii) amortization of mortgage procurement costs; and iv) income taxes. EBITDA may not be directly comparable to similarly-titled measures reported by other companies.

Adjusted EBITDA
We define Adjusted EBITDA as EBITDA adjusted to exclude: i) impairment of real estate; ii) gains or losses from extinguishment of debt; iii) gain (loss) on full or partial disposition of rental properties, development projects and other investments; iv) gains or losses on change in control of interests; and v) other transactional items. We believe EBITDA, Adjusted EBITDA and net debt to Adjusted EBITDA provide additional information in evaluating our credit and ability to service our debt obligations. Adjusted EBITDA may not be directly comparable to similarly-titled measures reported by other companies.

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, 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 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.

3



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

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, reconciliation of net earnings (loss) to EBITDA, Operating FFO bridges, 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 and six months ended June 30, 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.
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 – June 30, 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
$
2,596,651

$
369,493

$
993,490

$
3,220,648

Commercial
 
 
 
 
Retail centers
1,755,718


1,664,284

3,420,002

Office buildings
3,732,452

110,169

92,544

3,714,827

Arena
942,259

580,746


361,513

Corporate and other equipment
10,364



10,364

Total completed rental properties
9,037,444

1,060,408

2,750,318

10,727,354

Projects under construction
 
 
 
 
Residential
320,922

178,353

74,881

217,450

Commercial
 
 
 
 
Retail centers




Office buildings
34,994


55,801

90,795

Total projects under construction
355,916

178,353

130,682

308,245

Projects under development
 
 
 
 
Operating properties
35,004


11,444

46,448

Residential
140,173

25,506

226,612

341,279

Commercial
 
 
 
 
Retail centers
39,104


3,941

43,045

Office buildings
88,930

8,834

3,470

83,566

Total projects under development
303,211

34,340

245,467

514,338

Total projects under construction and development
659,127

212,693

376,149

822,583

Land inventory
93,918

5,044

10,217

99,091

Total Real Estate
9,790,489

1,278,145

3,136,684

11,649,028

Less accumulated depreciation
(1,658,183
)
(122,613
)
(623,296
)
(2,158,866
)
Real Estate, net
8,132,306

1,155,532

2,513,388

9,490,162

Cash and equivalents
334,850

58,832

54,558

330,576

Restricted cash
244,890

27,190

118,450

336,150

Notes and accounts receivable, net
446,160

31,559

56,762

471,363

Investments in and advances to unconsolidated entities
667,485

(125,862
)
(652,424
)
140,923

Lease and mortgage procurement costs, net
174,058

24,352

82,232

231,938

Prepaid expenses and other deferred costs, net
114,762

14,186

15,727

116,303

Intangible assets, net
213,792

16,007

15,853

213,638

Total Assets
$
10,328,303

$
1,201,796

$
2,204,546

$
11,331,053


5



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet – June 30, 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
$
1,424,181

$
206,252

$
684,948

$
1,902,877

Commercial
 
 
 
 
Retail centers
635,892


1,246,154

1,882,046

Office buildings
1,771,073

43,884

64,784

1,791,973

Arena
459,274

312,794


146,480

Total completed rental properties
4,290,420

562,930

1,995,886

5,723,376

Projects under construction
 
 
 
 
Residential
85,382

20,376

2,241

67,247

Commercial
 
 
 
 
Retail centers




Office buildings
28,796


35,214

64,010

Total projects under construction
114,178

20,376

37,455

131,257

Projects under development
 
 
 
 
Operating properties




Residential
31,742


125,965

157,707

Commercial
 
 
 
 
Retail centers




Office buildings




Total projects under development
31,742


125,965

157,707

Total projects under construction and development
145,920

20,376

163,420

288,964

Land inventory


8,580

8,580

Total mortgage debt and notes payable, nonrecourse
4,436,340

583,306

2,167,886

6,020,920

Revolving credit facility




Convertible senior debt
411,194



411,194

Construction payables
141,716

54,206

22,827

110,337

Operating accounts payable and accrued expenses
717,475

93,106

149,376

773,745

Accrued derivative liability
87,050


7,857

94,907

Total Accounts payable, accrued expenses and other liabilities
946,241

147,312

180,060

978,989

Cash distributions and losses in excess of investments in unconsolidated entities
138,697

(21,361
)
(143,400
)
16,658

Deferred income taxes
668,172



668,172

Total Liabilities
6,600,644

709,257

2,204,546

8,095,933

Redeemable Noncontrolling Interest
173,281

173,281



Equity
 
 
 
 
Shareholders’ Equity
 
 
 
 
Shareholders’ equity before accumulated other comprehensive loss
3,135,591



3,135,591

Accumulated other comprehensive loss
(52,133
)


(52,133
)
Total Shareholders’ Equity
3,083,458



3,083,458

Noncontrolling interest
470,920

319,258


151,662

Total Equity
3,554,378

319,258


3,235,120

Total Liabilities and Equity
$
10,328,303

$
1,201,796

$
2,204,546

$
11,331,053








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
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 June 30, 2015 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Revenues
 
 
 
 
Rental
$
147,980

$
11,410

$
62,880

$
199,450

Tenant recoveries
32,355

2,117

17,184

47,422

Service and management fees
11,863

37

1,637

13,463

Parking and other
14,623

647

4,954

18,930

Arena
27,040

12,201


14,839

Land sales
15,391

1,539

139

13,991

Subsidized Senior Housing


12,223

12,223

Military Housing
10,507

1,655

1,412

10,264

Total revenues
259,759

29,606

100,429

330,582

Expenses
 
 
 
 
Property operating and management
95,707

4,883

24,374

115,198

Real estate taxes
21,910

1,823

8,129

28,216

Ground rent
3,047

79

3,083

6,051

Arena operating
17,862

7,901


9,961

Cost of land sales
4,216

394


3,822

Subsidized Senior Housing operating


7,362

7,362

Military Housing operating
2,126

918

633

1,841

Corporate general and administrative
12,201



12,201

REIT conversion and reorganization costs
9,771



9,771

 
166,840

15,998

43,581

194,423

Depreciation and amortization
65,002

7,585

20,527

77,944

Write-offs of abandoned development projects
5,778


10,191

15,969

Total expenses
237,620

23,583

74,299

288,336

Operating income
22,139

6,023

26,130

42,246

Interest and other income
9,278

506

363

9,135

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


19,284

19,284

Net gain on change in control of interests
487,684



487,684

Interest expense
(47,752
)
(7,263
)
(25,182
)
(65,671
)
Amortization of mortgage procurement costs
(1,862
)
(45
)
(791
)
(2,608
)
Loss on extinguishment of debt
(3,190
)

(383
)
(3,573
)
Earnings (loss) before income taxes
466,297

(779
)
19,421

486,497

Income tax expense
 
 
 
 
Current
5,268



5,268

Deferred
176,962



176,962

 
182,230



182,230

Earnings (loss) from unconsolidated entities, gross of tax
19,009

99

(19,421
)
(511
)
Net earnings (loss)
303,076

(680
)

303,756

Noncontrolling interests
 
 
 
 
Loss attributable to noncontrolling interests, gross of tax
680

680



 
 
 
 
 
Net earnings attributable to Forest City Enterprises, Inc.
$
303,756

$

$

$
303,756


9



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statement of Operations – Six Months Ended June 30, 2015 (Unaudited)
 
Full
Consolidation
(GAAP)
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Revenues
 
 
 
 
Rental
$
289,086

$
22,423

$
127,481

$
394,144

Tenant recoveries
63,080

3,761

35,470

94,789

Service and management fees
21,483

72

3,351

24,762

Parking and other
26,499

1,216

10,301

35,584

Arena
55,860

25,202


30,658

Land sales
24,054

2,403

1,099

22,750

Subsidized Senior Housing


24,102

24,102

Military Housing
16,779

1,655

2,781

17,905

Total revenues
496,841

56,732

204,585

644,694

Expenses
 
 
 
 
Property operating and management
188,725

8,854

50,831

230,702

Real estate taxes
42,698

3,316

17,047

56,429

Ground rent
5,675

167

6,181

11,689

Arena operating
37,820

16,868


20,952

Cost of land sales
6,527

611


5,916

Subsidized Senior Housing operating


15,442

15,442

Military Housing operating
4,351

923

1,347

4,775

Corporate general and administrative
25,704



25,704

REIT conversion and reorganization costs
15,983



15,983

 
327,483

30,739

90,848

387,592

Depreciation and amortization
126,816

15,146

42,196

153,866

Write-offs of abandoned development projects
5,778


10,191

15,969

Total expenses
460,077

45,885

143,235

557,427

Operating income
36,764

10,847

61,350

87,267

Interest and other income
18,982

916

646

18,712

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


19,284

19,284

Net gain on change in control of interests
487,684



487,684

Interest expense
(100,328
)
(15,176
)
(51,036
)
(136,188
)
Amortization of mortgage procurement costs
(3,963
)
(144
)
(1,588
)
(5,407
)
Loss on extinguishment of debt
(38,344
)

(608
)
(38,952
)
Earnings (loss) before income taxes
400,795

(3,557
)
28,048

432,400

Income tax expense
 
 
 
 
Current
3,524



3,524

Deferred
179,521



179,521

 
183,045



183,045

Earnings from unconsolidated entities, gross of tax
28,322

82

(28,048
)
192

Net earnings (loss)
246,072

(3,475
)

249,547

Noncontrolling interests
 
 
 
 
Loss attributable to noncontrolling interests, gross of tax
3,475

3,475



 
 
 
 
 
Net earnings attributable to Forest City Enterprises, Inc.
$
249,547

$

$

$
249,547










10



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

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

$
3,671

$
69,088

$
136

$
196,115

Tenant recoveries
25,542

1,391

19,160

(97
)
43,214

Service and management fees
10,916

27

2,157


13,046

Parking and other
12,520

228

5,440


17,732

Arena
24,572

11,090



13,482

Land sales
18,537

1,791

1,571


18,317

Subsidized Senior Housing


11,635


11,635

Military Housing
6,988

(31
)
1,433


8,452

Total revenues
229,637

18,167

110,484

39

321,993

Expenses
 
 
 
 
 
Property operating and management
89,637

1,546

25,833

181

114,105

Real estate taxes
19,548

750

9,739

(1,930
)
26,607

Ground rent
2,174

87

2,987


5,074

Arena operating
14,818

6,609



8,209

Cost of land sales
7,837

655

985


8,167

Subsidized Senior Housing operating


7,297


7,297

Military Housing operating
1,734

(24
)
725


2,483

Corporate general and administrative
10,059




10,059

 
145,807

9,623

47,566

(1,749
)
182,001

Depreciation and amortization
59,318

4,747

22,180


76,751

Write-offs of abandoned development projects and demolition costs
933




933

Impairment of real estate
129,829




129,829

Total expenses
335,887

14,370

69,746

(1,749
)
389,514

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

40,738

1,788

(67,521
)
Interest and other income
12,375

566

(372
)

11,437

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


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


16,090

1,276

17,366

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

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

(44
)
(431
)
(1,189
)
Earnings (loss) before income taxes
(173,100
)
(4,951
)
27,719

2,578

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


1,928

(28,507
)
Deferred
(16,512
)


(490
)
(17,002
)
 
(46,947
)


1,438

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

98

(27,719
)

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

1,140

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



(797
)

Gain on disposition of rental properties
343



(343
)

 
1,140



(1,140
)

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


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

4,853




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

$

$

$
(92,992
)




11



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

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

$
7,390

$
140,541

$
4,015

$
395,649

Tenant recoveries
59,064

3,289

37,156

1,377

94,308

Service and management fees
23,903

77

3,605


27,431

Parking and other
24,668

491

11,057

36

35,270

Arena
59,929

27,040



32,889

Land sales
35,244

3,462

2,441

1,601

35,824

Subsidized Senior Housing


23,296


23,296

Military Housing
17,883

1,358

2,846


19,371

Total revenues
479,174

43,107

220,942

7,029

664,038

Expenses
 
 
 
 
 
Property operating and management
190,728

3,360

54,458

2,539

244,365

Real estate taxes
39,754

1,607

18,550

(667
)
56,030

Ground rent
4,054

175

7,134


11,013

Arena operating
38,294

17,112



21,182

Cost of land sales
14,202

1,258

990

1,142

15,076

Subsidized Senior Housing operating


15,425


15,425

Military Housing operating
8,258

1,311

1,523


8,470

Corporate general and administrative
21,620




21,620

 
316,910

24,823

98,080

3,014

393,181

Depreciation and amortization
114,327

9,362

42,983

986

148,934

Write-offs of abandoned development projects and demolition costs
933




933

Impairment of real estate
129,829




129,829

Total expenses
561,999

34,185

141,063

4,000

672,877

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

79,879

3,029

(8,839
)
Interest and other income
23,878

1,032

196


23,042

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


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

40,886

28,042

68,461

Net gain on change in control of interests
2,759




2,759

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

(296
)
(448
)
(1,622
)
Earnings (loss) before income taxes
(200,621
)
(6,051
)
63,171

25,044

(106,355
)
Income tax expense (benefit)
 
 
 
 
 
Current
5,499



3,675

9,174

Deferred
(48,515
)


8,407

(40,108
)
 
(43,016
)


12,082

(30,934
)
Earnings (loss) from unconsolidated entities, gross of tax
61,197

77

(63,171
)

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

12,962

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

1,836


Gain on disposition of rental properties
14,856

58


(14,798
)

 
13,012

50


(12,962
)

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


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

5,974




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



 
5,924

5,924




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

$

$

$
(77,472
)

12



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – June 30, 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 - June 30, 2015
Completed Rental Properties
 
Q2 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
$
31.6

 
$
4.1

 
$
35.7

 
$
142.8

 
$
(1,361.2
)
Specialty Retail Centers
13.3

 
0.3

 
13.6

 
54.4

 
(520.8
)
Subtotal Retail
$
44.9

 
$
4.4

 
$
49.3

 
$
197.2

 
$
(1,882.0
)
Office
 
 


 
 
 


 
 
Life Science
$
14.1

 
$
8.1

 
$
22.2

 
$
88.8

 
$
(563.5
)
New York
36.0

 
0.3

 
36.3

 
145.2

 
(1,066.1
)
Central Business District
5.1

 
(0.2
)
 
4.9

 
19.6

 
(57.6
)
Suburban/Other
4.3

 
(0.3
)
 
4.0

 
16.0

 
(104.8
)
Subtotal Office
$
59.5

 
$
7.9

 
$
67.4

 
$
269.6

 
$
(1,792.0
)
Arena
$
4.9

 
$
2.7

 
$
7.6

 
$
30.3

 
$
(146.5
)
Residential Real Estate
 
 
 
 
 
 
 
 
 
Apartments, Core Markets
$
30.7

 
$
3.0

 
$
33.7

 
$
134.8

 
$
(1,362.7
)
Apartments, Non-Core Markets
10.7

 
1.8

 
12.5

 
50.0

 
(380.8
)
Subsidized Senior Housing
4.9

 
(0.8
)
 
4.1

 
16.4

 
(130.8
)
Military Housing
8.8

 
(4.5
)
 
4.3

 
17.0

 
(28.6
)
 
 
 
 
 
 
 
 
 
 
Subtotal Rental Properties
$
164.4

 
$
14.5

 
$
178.9

 
$
715.3

 
$
(5,723.4
)
Other
(26.6
)
 
17.8

 
(8.8
)
 
(35.0
)
 

Total Rental Properties
$
137.8

 
$
32.3

 
$
170.1

 
$
680.3

 
$
(5,723.4
)
 
Development Pipeline
  
 
  
 
  
 
Book Value (4)
 
 
Projects under construction
 
$
308.2

 
$
(131.3
)
Projects under development
 
$
514.3

 
$
(157.7
)
Land inventory
 
$
99.1

 
$
(8.6
)
Other Tangible Assets
Cash and equivalents
 
$
330.6

 
 
Restricted cash
 
$
336.2

 
 
Notes and accounts receivable, net (5) 
 
$
471.4

 
 
Net investments and advances to unconsolidated entities
 
$
124.3

 
 
Prepaid expenses and other deferred costs, net
 
$
116.3

 
 
Recourse Debt and Other Liabilities
Revolving credit facility
 
$

 
 
Convertible senior debt
 
$
(411.2
)
 
 
Less: convertible debt
 
$
411.2

 
 
Construction payables
 
$
(110.3
)
 
 
Operating accounts payable and accrued expenses (6) 
 
$
(773.7
)
 
 
Share Data (in millions)
Diluted weighted average number of shares for the three months ended June 30, 2015
 
257.9

 
 
Shares outstanding (including diluted shares) as of June 30, 2015
 
274.8

 
 

13



Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – June 30, 2015 (continued)
(1)
Q2 2015 NOI is reconciled to NOI at full consolidation by Product Group for the three months ended June 30, 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:
        
 
Cost at Full
Consolidation (GAAP)
Cost at FCE
Pro-Rata Share
(Non-GAAP)
Lease
Commitment % as of
Property
July 28, 2015
 
(in millions)
 
Apartments:
 
 
 
Radian
$
0.0

$
65.0

97%; Retail: 100%
The Yards - Twelve12
$
119.5

$
119.5

95%; Retail: 96%
3700M
$
0.0

$
22.7

84%
Winchester Lofts (Non-Core Market)
$
62.8

$
62.8

72%
Regional Mall:
 
 
 
Westchester's Ridge Hill
$
891.1

$
891.1

71%/81%
a)
NOI for the apartments in the above table is reflected at 5% of the pro-rata cost. This assumption does not reflect our 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 our 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 71% 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 81%. 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 Q2 2015 NOI to arrive at an annual stabilized NOI of $30.3 million.
In addition, we include stabilization adjustments to the Q2 2015 NOI as follows:
d)
Due to the June 2015 acquisition of our former partner's 49% equity interest in seven life science office properties and two parking garages at University Park at MIT ("MIT Assets") (Life Science), we have included stabilization adjustments to the Q2 2015 NOI to reflect NOI at our new 100% ownership percentage. The estimated cash on cost yield of this investment is approximately 5.25%, based on forward 12-month NOI, adjusted for the stabilization of 88 Sidney Street, one of the seven office buildings, which had a temporary decline in occupancy.
e)
Due to planned renovations at Ballston Common (Regional Mall), we have included stabilization adjustments to the Q2 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 Q2 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 of $16.0 million, tax credit income of $4.0 million and certain variable development and operating overhead.
The net stabilized adjustments are not comparable to any GAAP measure and therefore do not have a reconciliation to the nearest comparable GAAP measure.
(3)
Pro-rata annualized stabilized NOI is calculated by taking the Q2 2015 stabilized NOI times a multiple of four.
(4)
Amounts are derived from the respective pro-rata balance sheet line item as of June 30, 2015 and are reconciled to their GAAP equivalents in the Selected Financial Information section of this supplemental package.
(5)
Includes $161.0 million of straight-line rent receivable (net of $8.7 million of allowance for doubtful accounts).
(6)
Includes $61.0 million of straight-line rent payable.

14



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 June 30,
Retail
2015
2014
Comparable
93.6%
91.9%
Total
93.3%
91.8%
Office
 
 
Comparable
95.7%
93.5%
Total
95.1%
91.7%
Residential occupancy data represents economic occupancy, which is calculated by dividing the period-to-date gross potential rent less vacancy by gross potential rent. Residential occupancy data excludes military and limited-distribution subsidized senior housing units.
 
Economic Occupancy
 
Six Months Ended June 30,
Residential 
2015
2014
Comparable
95.3%
94.5%
Total
93.3%
92.2%
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

15



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information




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

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


(1)
All sales data is derived from schedules provided by our tenants and is not subject to the same internal control and verification procedures 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 June 30, 2014 would have been $520.


16



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Leasing Summary
Retail Centers
The following tables represent those new leases and GLA signed and rent per square foot ("SF") on the same space in which there was a former tenant and existing tenant renewals.
Regional Malls
Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
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
%
 
Q2 2015
21

 
48,967

 
$
63.79

 
$
49.62

 
28.6
%
 
Total
131

 
463,285

 
$
52.89

 
$
42.23

 
25.2
%
 
 
 
 
 
 
 
 
 
 
 
 
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
 
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
)%
 
Q2 2015
7

 
42,562

 
$
31.74

 
$
29.95

 
6.0
 %
 
Total
25

 
115,350

 
$
36.96

 
$
36.02

 
2.6
 %
 
 
 
 
 
 
 
 
 
 
 
 

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
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

Q2 2015
24

223,312

$
33.34

$
31.82

4.8
 %
 
4

4,696

$
20.89

 
228,008

Total
94

886,094

$
39.51

$
37.95

4.1
 %
 
14

78,837

$
29.74

 
964,931

 
 
 
 
 
 
 
 
 
 
 
 

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


17



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information



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

Quarterly Comparison
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Average Residential Rental Rates (2)
 
Economic Residential Occupancy
Comparable Apartment
Leasable Units
 
Three Months Ended June 30,
 
 
Three Months Ended June 30,
 
Communities (1)
at Pro-Rata % (3)
 
2015
2014
% Change
 
2015
2014
% Change
Core Markets
7,967

 
$
1,894

$
1,843

2.8
%
 
95.9
%
95.9
%

Non-Core Markets
7,401

 
$
890

$
870

2.3
%
 
94.8
%
93.2
%
1.6
%
Total Comparable Apartments
15,368

 
$
1,411

$
1,375

2.6
%
 
95.6
%
95.1
%
0.5
%
 
 
 
 
 
 
 
 
 
 

Year-to-Date Comparison
 
 
 
Monthly Average Residential Rental Rates (2)
 
Economic Residential Occupancy
Comparable Apartment
Leasable Units
 
Six Months Ended June 30,
 
 
Six Months Ended June 30,
 
Communities (1)
at Pro-Rata % (3)
 
2015
2014
% Change
 
2015
2014
% Change
Core Markets
7,967

 
$
1,886

$
1,836

2.7
%
 
95.7
%
95.4
%
0.3
%
Non-Core Markets
7,401

 
$
886

$
867

2.2
%
 
94.3
%
92.6
%
1.7
%
Total Comparable Apartments
15,368

 
$
1,405

$
1,369

2.6
%
 
95.3
%
94.5
%
0.8
%
 
 
 
 
 
 
 
 
 
 

Sequential Comparison
 
 
 
Monthly Average Residential Rental Rates (2)
 
Economic Residential Occupancy
 
 
 
Three Months Ended
 
 
Three Months Ended
 
Comparable Apartment
Leasable Units
 
June 30,
March 31,
 
 
June 30,
March 31,
 
Communities (1)
at Pro-Rata % (3)
 
2015
2015
% Change
 
2015
2015
% Change
Core Markets
8,487

 
$
1,863

$
1,847

0.9
%
 
95.9
%
95.2
%
0.7
%
Non-Core Markets
7,759

 
$
936

$
925

1.2
%
 
94.8
%
93.8
%
1.0
%
Total Comparable Apartments
16,246

 
$
1,420

$
1,407

0.9
%
 
95.6
%
94.7
%
0.9
%
 
 
 
 
 
 
 
 
 
 

(1)
Includes stabilized apartment communities completely opened and operated in the periods presented. These apartment communities include units leased at affordable apartment rates which provide a discount from average market rental rates. For the three months ended June 30, 2015, 17.5% of leasable units in core markets and 4.7% of leasable units in non-core markets were affordable housing units. Excludes all military and limited-distribution subsidized senior housing units.
(2)
Represents gross potential rent less concessions.
(3)
Leasable units at pro-rata represent our share of comparable leasable units at the apartment community.

18

























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19



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Comparable NOI - Pro-Rata
 
Three Months Ended
 
Six Months Ended
 
June 30, 2015
 
June 30, 2015
Retail
4.4
%
 
5.4
%
Office
2.4
%
 
3.9
%
Apartments
5.2
%
 
5.7
%
Total
3.8
%
 
4.8
%

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
 
 
June 30, 2015
 
March 31, 2015
 
December 31, 2014
 
September 30, 2014
 
June 30, 2014
 
 
 
December 31, 2014
 
December 31, 2013
 
January 31, 2013
 
Retail
4.4
%
 
6.4
%
 
10.5
%
 
6.5
%
 
2.3
%
 
 
Retail
2.6
%
 
3.6
 %
 
2.1
%
 
Office
2.4
%
 
4.4
%
 
9.2
%
 
4.7
%
 
7.1
%
 
 
Office
6.6
%
 
(6.4
)%
 
2.1
%
 
Apartments
5.2
%
 
5.5
%
 
2.8
%
 
3.4
%
 
4.6
%
 
 
Apartments
4.3
%
 
4.7
 %
 
7.3
%
 
Total
3.8
%
 
5.3
%
 
7.7
%
 
4.8
%
 
5.0
%
 
 
Total
4.8
%
 
(0.2
)%
 
3.2
%
 





20



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


 
Net Operating Income (in thousands)
 
Three Months Ended June 30, 2015
 
Three Months Ended June 30, 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
$
76,233

$

$
76,233

 
$
72,808

$

$

$
72,808

4.7
%
4.7
%
Adjusted operating expenses
34,801


34,801

 
33,115



33,115

5.1
%
5.1
%
Comparable NOI
41,432


41,432

 
39,693



39,693

4.4
%
4.4
%
Non-Comparable NOI
3,492


3,492

 
3,846


1,808

5,654

 
 
Total
44,924


44,924

 
43,539


1,808

45,347

 
 
Office Buildings
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
106,661

4,900

101,761

 
101,388

4,325


97,063

5.2
%
4.8
%
Adjusted operating expenses
45,554

2,426

43,128

 
41,884

2,081


39,803

8.8
%
8.4
%
Comparable NOI
61,107

2,474

58,633

 
59,504

2,244


57,260

2.7
%
2.4
%
Non-Comparable NOI
920

84

836

 
(176
)
(40
)

(136
)
 
 
Total
62,027

2,558

59,469

 
59,328

2,204


57,124

 
 
Apartments
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
72,052

4,347

67,705

 
69,072

4,019


65,053

4.3
%
4.1
%
Adjusted operating expenses
30,240

1,653

28,587

 
29,456

1,573


27,883

2.7
%
2.5
%
Comparable NOI
41,812

2,694

39,118

 
39,616

2,446


37,170

5.5
%
5.2
%
Non-Comparable NOI
5,144

2,814

2,330

 
2,027

(1,688
)

3,715

 
 
Total
46,956

5,508

41,448

 
41,643

758


40,885

 
 
Arena
9,153

4,300

4,853

 
9,357

4,481


4,876

 
 
Subsidized Senior Housing
4,894


4,894

 
4,392



4,392

 
 
Military Housing
9,587

737

8,850

 
5,701

(6
)

5,707

 
 
Land sales



 
488

13


475

 
 
Write-offs of abandoned development projects and demolition costs
(15,969
)

(15,969
)
 
(933
)


(933
)
 
 
Other (2) 
(10,991
)
(370
)
(10,621
)
 
(10,906
)
363


(11,269
)
 
 
Total Rental Properties
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
254,946

9,247

245,699

 
243,268

8,344


234,924

4.8
%
4.6
%
Adjusted operating expenses
110,595

4,079

106,516

 
104,455

3,654


100,801

5.9
%
5.7
%
Comparable NOI
144,351

5,168

139,183

 
138,813

4,690


134,123

4.0
%
3.8
%
Non-Comparable NOI
6,230

7,565

(1,335
)
 
13,796

3,123

1,808

12,481

 
 
Total
150,581

12,733

137,848

 
152,609

7,813

1,808

146,604

 
 
Land Development Group
14,310

1,480

12,830

 
13,635

1,395


12,240

 
 
Corporate Activities
(13,630
)

(13,630
)
 
(10,928
)


(10,928
)
 
 
Corporate Activities - REIT conversion and reorganization costs
(9,771
)

(9,771
)
 




 
 
Grand Total
$
141,490

$
14,213

$
127,277

 
$
155,316

$
9,208

$
1,808

$
147,916

 
 
(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.

21



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


 
Net Operating Income (in thousands)
 
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 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
$
151,450

$

$
151,450

 
$
146,085

$

$

$
146,085

3.7
%
3.7
%
Adjusted operating expenses
69,481


69,481

 
68,281



68,281

1.8
%
1.8
%
Comparable NOI
81,969


81,969

 
77,804



77,804

5.4
%
5.4
%
Non-Comparable NOI
7,306


7,306

 
6,886


3,678

10,564

 
 
Total
89,275


89,275

 
84,690


3,678

88,368

 
 
Office Buildings
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
210,118

9,552

200,566

 
201,582

9,013


192,569

4.2
%
4.2
%
Adjusted operating expenses
90,581

4,730

85,851

 
86,572

4,410


82,162

4.6
%
4.5
%
Comparable NOI
119,537

4,822

114,715

 
115,010

4,603


110,407

3.9
%
3.9
%
Non-Comparable NOI
2,974

258

2,716

 
(565
)
130

(43
)
(738
)
 
 
Total
122,511

5,080

117,431

 
114,445

4,733

(43
)
109,669

 
 
Apartments
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
142,874

8,600

134,274

 
137,254

7,939


129,315

4.1
%
3.8
%
Adjusted operating expenses
61,072

3,195

57,877

 
60,162

3,144


57,018

1.5
%
1.5
%
Comparable NOI
81,802

5,405

76,397

 
77,092

4,795


72,297

6.1
%
5.7
%
Non-Comparable NOI
10,660

6,420

4,240

 
3,874

(3,201
)

7,075

 
 
Total
92,462

11,825

80,637

 
80,966

1,594


79,372

 
 
Arena
17,987

8,334

9,653

 
21,221

9,928


11,293

 
 
Subsidized Senior Housing
8,713


8,713

 
7,956



7,956

 
 
Military Housing
14,948

732

14,216

 
10,680

47


10,633

 
 
Land sales



 
488

13

459

934

 
 
Write-offs of abandoned development projects and demolition costs
(15,969
)

(15,969
)
 
(933
)


(933
)
 
 
Other (2) 
(26,522
)
(1,378
)
(25,144
)
 
(21,107
)
411


(21,518
)
 
 
Total Rental Properties
 
 
 
 
 
 
 
 
 
 
Comparable
 
 
 
 
 
 
 
 
 
 
Adjusted revenues
504,442

18,152

486,290

 
484,921

16,952


467,969

4.0
%
3.9
%
Adjusted operating expenses
221,134

7,925

213,209

 
215,015

7,554


207,461

2.8
%
2.8
%
Comparable NOI
283,308

10,227

273,081

 
269,906

9,398


260,508

5.0
%
4.8
%
Non-Comparable NOI
20,097

14,366

5,731

 
28,500

7,328

4,094

25,266

 
 
Total
303,405

24,593

278,812

 
298,406

16,726

4,094

285,774

 
 
Land Development Group
25,482

2,398

23,084

 
26,515

2,667


23,848

 
 
Corporate Activities
(28,608
)

(28,608
)
 
(24,349
)


(24,349
)
 
 
Corporate Activities - REIT conversion and reorganization costs
(15,983
)

(15,983
)
 




 
 
Grand Total
$
284,296

$
26,991

$
257,305

 
$
300,572

$
19,393

$
4,094

$
285,273

 
 
(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.

22



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Product Type
Pro-Rata Consolidation (dollars in thousands)
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 2014
NOI by Product Type
$
333,356

 
NOI by Product Type
$
320,780

Arena
9,653

 
Arena
11,293

Corporate Activities
(28,608
)
 
Corporate Activities
(24,349
)
Corporate Activities - REIT conversion and reorganization costs
(15,983
)
 
Corporate Activities - REIT conversion and reorganization costs

Write-offs of abandoned development projects
(15,969
)
 
Write-offs of abandoned development projects and demolition costs
(933
)
Other (3) 
(25,144
)
 
Other (3) 
(21,518
)
Grand Total NOI
$
257,305

 
Grand Total NOI
$
285,273


(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.

23



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Core Market
Pro-Rata Consolidation (dollars in thousands)
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 2014
NOI by Market
$
319,140

 
NOI by Market
$
310,147

Arena
9,653

 
Arena
11,293

Military Housing
14,216

 
Military Housing
10,633

Corporate Activities
(28,608
)
 
Corporate Activities
(24,349
)
Corporate Activities - REIT conversion and reorganization costs
(15,983
)
 
Corporate Activities - REIT conversion and reorganization costs

Write-offs of abandoned development projects
(15,969
)
 
Write-offs of abandoned development projects and demolition costs
(933
)
Other (3) 
(25,144
)
 
Other (3) 
(21,518
)
Grand Total NOI
$
257,305

 
Grand Total NOI
$
285,273


(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.

24



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP) (in thousands)
 
Three Months Ended June 30, 2015
 
Three Months Ended June 30, 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
$
259,759

$
29,606

$
100,429

$
330,582

 
$
229,637

$
18,167

$
110,484

$
39

$
321,993

Exclude straight-line adjustment
(738
)


(738
)
 
(1,354
)


20

(1,334
)
Add interest and other income
9,278

506

363

9,135

 
12,375

566

(372
)

11,437

Equity in earnings (loss) of unconsolidated entities
19,009

99

(19,421
)
(511
)
 
27,168

98

(27,719
)

(649
)
Exclude operating expenses of unconsolidated entities
43,581


(43,581
)

 
47,566


(47,566
)


Exclude write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 





Exclude gain on disposition of unconsolidated entities
(19,284
)

19,284


 
(16,090
)

16,090



Exclude depreciation and amortization of unconsolidated entities
21,318


(21,318
)

 
22,968


(22,968
)


Exclude interest expense of unconsolidated entities
25,182


(25,182
)

 
27,905


(27,905
)


Exclude loss on extinguishment of debt of unconsolidated entities
383


(383
)

 
44


(44
)


Adjusted revenues
368,679

30,211


338,468

 
350,219

18,831


59

331,447

Operating expenses
166,840

15,998

43,581

194,423

 
145,807

9,623

47,566

(1,749
)
182,001

Operating expenses of unconsolidated entities
43,581


(43,581
)

 
47,566


(47,566
)


Write-offs of abandoned development projects and demolition costs
5,778


10,191

15,969

 
933




933

Write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 





Non-Real Estate depreciation and amortization
1,230



1,230

 
1,090




1,090

Exclude straight-line rent adjustment
(431
)


(431
)
 
(493
)



(493
)
Adjusted operating expenses
227,189

15,998


211,191

 
194,903

9,623


(1,749
)
183,531

Net operating income
$
141,490

$
14,213

$

$
127,277

 
$
155,316

$
9,208

$

$
1,808

$
147,916

Interest expense
(47,752
)
(7,263
)
(25,182
)
(65,671
)
 
(57,153
)
(5,848
)
(27,905
)
(55
)
(79,265
)
Interest expense of unconsolidated entities
(25,182
)

25,182


 
(27,905
)

27,905



Loss on extinguishment of debt
(3,190
)

(383
)
(3,573
)
 
(714
)

(44
)
(431
)
(1,189
)
Loss on extinguishment of debt of unconsolidated entities
(383
)

383


 
(44
)

44



Equity in (earnings) loss of unconsolidated entities
(19,009
)
(99
)
19,421

511

 
(27,168
)
(98
)
27,719


649

Net loss on disposition of partial interest in development project




 
(19,590
)
(3,379
)


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


19,284

19,284

 


16,090

1,276

17,366

Gain on disposition of unconsolidated entities
19,284


(19,284
)

 
16,090


(16,090
)


Net gain on change in control of interests
487,684



487,684

 





Impairment of consolidated and unconsolidated real estate




 
(129,829
)



(129,829
)
Depreciation and amortization—Real Estate Groups (a)
(63,772
)
(7,585
)
(20,527
)
(76,714
)
 
(58,228
)
(4,747
)
(22,180
)

(75,661
)
Amortization of mortgage procurement costs
(1,862
)
(45
)
(791
)
(2,608
)
 
(1,768
)
(87
)
(788
)

(2,469
)
Depreciation and amortization of unconsolidated entities
(21,318
)

21,318


 
(22,968
)

22,968



Straight-line rent adjustment
307



307

 
861



(20
)
841

Earnings (loss) before income taxes
$
466,297

$
(779
)
$
19,421

$
486,497

 
$
(173,100
)
$
(4,951
)
$
27,719

$
2,578

$
(137,852
)
 
 
 
 
 
 
 
 
 
 
 
(a) Depreciation and amortization—Real Estate Groups
$
63,772

$
7,585

$
20,527

$
76,714

 
$
58,228

$
4,747

$
22,180

$

$
75,661

Depreciation and amortization—Non-Real Estate
1,230



1,230

 
1,090




1,090

Total depreciation and amortization
$
65,002

$
7,585

$
20,527

$
77,944

 
$
59,318

$
4,747

$
22,180

$

$
76,751

 
 
 
 
 
 
 
 
 
 
 

25



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP) (in thousands) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 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
$
496,841

$
56,732

$
204,585

$
644,694

 
$
479,174

$
43,107

$
220,942

$
7,029

$
664,038

Exclude straight-line adjustment
(1,247
)


(1,247
)
 
(4,388
)


79

(4,309
)
Add interest and other income
18,982

916

646

18,712

 
23,878

1,032

196


23,042

Equity in earnings (loss) of unconsolidated entities
28,322

82

(28,048
)
192

 
61,197

77

(63,171
)

(2,051
)
Exclude operating expenses of unconsolidated entities
90,848


(90,848
)

 
98,080


(98,080
)


Exclude write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 





Exclude gain on disposition of unconsolidated entities
(19,284
)

19,284


 
(40,886
)

40,886



Exclude depreciation and amortization of unconsolidated entities
43,784


(43,784
)

 
44,572


(44,572
)


Exclude interest expense of unconsolidated entities
51,036


(51,036
)

 
55,905


(55,905
)


Exclude loss on extinguishment of debt of unconsolidated entities
608


(608
)

 
296


(296
)


Adjusted revenues
720,081

57,730


662,351

 
717,828

44,216


7,108

680,720

Operating expenses
327,483

30,739

90,848

387,592

 
316,910

24,823

98,080

3,014

393,181

Operating expenses of unconsolidated entities
90,848


(90,848
)

 
98,080


(98,080
)


Write-offs of abandoned development projects and demolition costs
5,778


10,191

15,969

 
933




933

Write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 





Non-Real Estate depreciation and amortization
2,372



2,372

 
2,267




2,267

Exclude straight-line rent adjustment
(887
)


(887
)
 
(934
)



(934
)
Adjusted operating expenses
435,785

30,739


405,046

 
417,256

24,823


3,014

395,447

Net operating income
$
284,296

$
26,991

$

$
257,305

 
$
300,572

$
19,393

$

$
4,094

$
285,273

Interest expense
(100,328
)
(15,176
)
(51,036
)
(136,188
)
 
(119,605
)
(12,376
)
(55,905
)
(5,538
)
(168,672
)
Interest expense of unconsolidated entities
(51,036
)

51,036


 
(55,905
)

55,905



Loss on extinguishment of debt
(38,344
)

(608
)
(38,952
)
 
(878
)

(296
)
(448
)
(1,622
)
Loss on extinguishment of debt of unconsolidated entities
(608
)

608


 
(296
)

296



Equity in (earnings) loss of unconsolidated entities
(28,322
)
(82
)
28,048

(192
)
 
(61,197
)
(77
)
63,171


2,051

Net loss on disposition of partial interest in development project




 
(19,590
)
(3,379
)


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


19,284

19,284

 
(467
)

40,886

28,042

68,461

Gain on disposition of unconsolidated entities
19,284


(19,284
)

 
40,886


(40,886
)


Net gain on change in control of interests
487,684



487,684

 
2,759




2,759

Impairment of consolidated and unconsolidated real estate




 
(129,829
)



(129,829
)
Depreciation and amortization—Real Estate Groups (a)
(124,444
)
(15,146
)
(42,196
)
(151,494
)
 
(112,060
)
(9,362
)
(42,983
)
(986
)
(146,667
)
Amortization of mortgage procurement costs
(3,963
)
(144
)
(1,588
)
(5,407
)
 
(3,893
)
(250
)
(1,589
)
(41
)
(5,273
)
Depreciation and amortization of unconsolidated entities
(43,784
)

43,784


 
(44,572
)

44,572



Straight-line rent adjustment
360



360

 
3,454



(79
)
3,375

Earnings (loss) before income taxes
$
400,795

$
(3,557
)
$
28,048

$
432,400

 
$
(200,621
)
$
(6,051
)
$
63,171

$
25,044

$
(106,355
)
 
 
 
 
 
 
 
 
 
 
 
(a) Depreciation and amortization—Real Estate Groups
$
124,444

$
15,146

$
42,196

$
151,494

 
$
112,060

$
9,362

$
42,983

$
986

$
146,667

Depreciation and amortization—Non-Real Estate
2,372



2,372

 
2,267




2,267

Total depreciation and amortization
$
126,816

$
15,146

$
42,196

$
153,866

 
$
114,327

$
9,362

$
42,983

$
986

$
148,934


26



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Segment Operating Results - Quarterly Comparison
The following tables present revenues, operating expenses and interest expense by segment on a pro-rata basis for the three months ended June 30, 2015 compared with the three months ended June 30, 2014.
 
Commercial Group
Residential Group
Arena
Land Development Group
Total
Revenues for the three months ended June 30, 2014
$
189,228

$
100,404

$
13,482

$
18,879

$
321,993

Increase (decrease) due to:
 
 
 
 
 
Comparable portfolio
7,251

1,565



8,816

Non-comparable properties (1) 
6

6,382

1,357


7,745

Properties in which partners' interest recently acquired
2,993

1,710



4,703

Recently disposed properties
(4,271
)
(5,370
)


(9,641
)
Properties in which partial interest was recently disposed

(2,798
)


(2,798
)
Land sales
(1,584
)
(135
)

(2,607
)
(4,326
)
Military housing

1,812



1,812

Subsidized senior housing

588



588

Other
1,266

931


(507
)
1,690

Revenues for the three months ended June 30, 2015
$
194,889

$
105,089

$
14,839

$
15,765

$
330,582

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Operating expenses for the three months ended June 30, 2014
$
10,059

$
97,645

$
56,382

$
8,209

$
9,706

$
182,001

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

3,896

1,300



5,196

Non-comparable properties (1) 

(156
)
2,106

1,752


3,702

Properties in which partners' interest recently acquired

1,155

671



1,826

Recently disposed properties

(801
)
(3,449
)


(4,250
)
Properties in which partial interest was recently disposed


(1,297
)


(1,297
)
Land cost of sales

(1,228
)
(16
)

(3,101
)
(4,345
)
Military housing


(642
)


(642
)
Subsidized senior housing


65



65

REIT conversion and reorganization costs
9,771


 


9,771

Development, management, corporate and other expenses
2,142

(3,880
)
4,090


44

2,396

Operating expenses for the three months ended June 30, 2015
$
21,972

$
96,631

$
59,210

$
9,961

$
6,649

$
194,423

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Interest expense for the three months ended June 30, 2014
$
9,555

$
51,872

$
13,157

$
4,748

$
(67
)
$
79,265

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

(3,118
)
(617
)


(3,735
)
Non-comparable properties (1) 

164

1,617

33


1,814

Properties in which partners' interest recently acquired

291

(21
)


270

Recently disposed properties

(1,052
)
(791
)


(1,843
)
Properties in which partial interest was recently disposed


(2,075
)


(2,075
)
Capitalized interest

(2,310
)
(2,191
)

87

(4,414
)
Mark-to-market adjustments on non-designated swaps
(18
)
(51
)
(871
)

(311
)
(1,251
)
Corporate borrowings
(3,501
)




(3,501
)
Other

1,063

(6
)

84

1,141

Interest expense for the three months ended June 30, 2015
$
6,036

$
46,859

$
8,202

$
4,781

$
(207
)
$
65,671



27



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


(1)
The following table presents the increases (decreases) in revenues, operating expenses and interest expense for Commercial and Residential properties in lease-up and other non-comparable properties:
 
 
Three Months Ended June 30, 2015 vs. 2014
Property
Quarter Opened
Revenues
Operating Expenses
Interest Expense
Commercial:
 
 
 
 
Property in lease-up:
 
 
 
 
The Yards - Lumbershed
Q3-13
$
66

$
29

$
15

Non-comparable property:
 
 
 
 
Ballston Common
(60
)
(185
)
149

Total Commercial
$
6

$
(156
)
$
164

Residential:
 
 
 
 
Properties in lease-up:
 
 
 
 
1111 Stratford
Q3-13/Q1-14
$
326

$
(88
)
$
(20
)
2175 Market Street
Q4-14
198

26

34

3700M
Q3-14
350

180

135

Aster Conservatory Green
Q3-13/14
832

126

337

Radian
Q2-14
894

95

281

The Continental
Q1-13
27

(99
)
(14
)
The Yards - Twelve12
Q2-14
2,011

948

517

Winchester Lofts
Q4-14
175

290

160

Non-comparable properties:
 
 
 
 
Heritage
909

(38
)
(96
)
500 Sterling Place
660

666

283

Total Residential
$
6,382

$
2,106

$
1,617

Commercial Group - Quarterly Comparison
The increases in revenues, operating expenses and interest expense related to partners’ interest recently acquired are related to Boulevard Mall (Q4-2014), a regional mall located in Amherst, New York, and seven life science office properties and two parking facilities at University Park at MIT, a mixed-use life science office campus in Cambridge, Massachusetts. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. The decrease in interest expense for the comparable portfolio is primarily due to the paydown of nonrecourse mortgage notes for One MetroTech Center, Harlem Office, Ballston Common Office Center and Skylight Office Tower.
Ballston Common, a regional mall in Arlington, Virginia, is classified as a non-comparable property due to its upcoming planned renovation project.
Residential Group - Quarterly Comparison
The increases in revenues and operating expenses related to partners’ interest recently acquired are related to three operating apartment communities located in Northeast Ohio. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. 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 - Quarterly Comparison
The increase in operating expenses is primarily due to a recovery of a $3,200,000 legal settlement in 2014 which did not recur in 2015. 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.






28



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Segment Operating Results - Year-to-Date Comparison
The following tables present revenues, operating expenses and interest expense by segment on a pro-rata basis for the six months ended June 30, 2015 compared with the six months ended June 30, 2014.
 
Commercial Group
Residential Group
Arena
Land Development Group
Total
Revenues for the six months ended June 30, 2014
$
390,447

$
204,296

$
32,889

$
36,406

$
664,038

Increase (decrease) due to:
 
 
 
 
 
Comparable portfolio
10,407

4,038



14,445

Non-comparable properties (1) 
22

12,409

(2,231
)

10,200

Properties in which partners' interest recently acquired
4,207

1,775



5,982

Recently disposed properties
(14,044
)
(10,252
)


(24,296
)
Properties in which partial interest was recently disposed

(6,481
)


(6,481
)
Land sales
(3,184
)
(135
)

(9,755
)
(13,074
)
Military housing

(1,466
)


(1,466
)
Subsidized senior housing

806



806

Other
(3,638
)
(1,314
)

(508
)
(5,460
)
Revenues for the six months ended June 30, 2015
$
384,217

$
203,676

$
30,658

$
26,143

$
644,694

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Operating expenses for the six months ended June 30, 2014
$
21,620

$
210,075

$
121,921

$
21,182

$
18,383

$
393,181

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

2,690

1,055



3,745

Non-comparable properties (1) 

(462
)
4,489

(230
)

3,797

Properties in which partners' interest recently acquired

917

637



1,554

Recently disposed properties

(6,680
)
(6,276
)


(12,956
)
Properties in which partial interest was recently disposed


(2,911
)


(2,911
)
Land cost of sales

(2,370
)
(21
)

(6,769
)
(9,160
)
Military housing


(3,695
)


(3,695
)
Subsidized senior housing


17



17

REIT conversion and reorganization costs
15,983





15,983

Development, management, corporate and other expenses
4,084

(11,026
)
5,284


(305
)
(1,963
)
Operating expenses for the six months ended June 30, 2015
$
41,687

$
193,144

$
120,500

$
20,952

$
11,309

$
387,592

 
Corporate Activities
Commercial Group
Residential Group
Arena
Land Development Group
Total
Interest expense for the six months ended June 30, 2014
$
18,837

$
110,759

$
29,710

$
9,456

$
(90
)
$
168,672

Increase (decrease) due to:
 
 
 
 
 
 
Comparable portfolio

(5,882
)
(1,094
)


(6,976
)
Non-comparable properties (1) 

166

3,925

129


4,220

Properties in which partners' interest recently acquired

476

(26
)


450

Recently disposed properties

(7,533
)
(1,694
)


(9,227
)
Properties in which partial interest was recently disposed

 
(4,198
)


(4,198
)
Capitalized interest

(3,688
)
(4,556
)

178

(8,066
)
Mark-to-market adjustments on non-designated swaps
(44
)
(82
)
(4,218
)

(662
)
(5,006
)
Corporate borrowings
(4,611
)




(4,611
)
Other

298

614


18

930

Interest expense for the six months ended June 30, 2015
$
14,182

$
94,514

$
18,463

$
9,585

$
(556
)
$
136,188



29



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


(1)
The following table presents the increases (decreases) in revenues, operating expenses and interest expense for Commercial and Residential properties in lease-up and other non-comparable properties:
 
 
Six Months Ended June 30, 2015 vs. 2014
Property
Quarter Opened
Revenues
Operating Expenses
Interest Expense
Commercial:
 
 
 
 
Property in lease-up:
 
 
 
 
The Yards - Lumbershed
Q3-13
$
63

$
4

$
39

Non-comparable property:
 
 
 
 
Ballston Common
(41
)
(466
)
127

Total Commercial
$
22

$
(462
)
$
166

Residential:
 
 
 
 
Properties in lease-up:
 
 
 
 
1111 Stratford
Q3-13/Q1-14
$
767

$
(129
)
$

2175 Market Street
Q4-14
320

91

65

3700M
Q3-14
607

451

265

Aster Conservatory Green
Q3-13/14
1,793

306

570

Radian
Q2-14
1,601

505

788

The Continental
Q1-13
197

(65
)
6

The Yards - Twelve12
Q2-14
3,730

1,588

1,044

Winchester Lofts
Q4-14
249

592

799

Non-comparable properties:
 
 
 
 
Heritage
1,950

425

(139
)
500 Sterling Place
1,195

725

527

Total Residential
$
12,409

$
4,489

$
3,925

Commercial Group - Year-to-Date Comparison
The increases in revenues, operating expenses and interest expense related to partners’ interest recently acquired are related to Boulevard Mall (Q4-2014), a regional mall located in Amherst, New York, and seven life science office properties and two parking facilities at University Park at MIT, a mixed-use life science office campus in Cambridge, Massachusetts. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. The decrease in interest expense for the comparable portfolio is primarily due to the paydown of nonrecourse mortgage notes for One MetroTech Center, Harlem Office, Ballston Common Office Center and Skylight Office Tower.
Ballston Common, a regional mall in Arlington, Virginia, is classified as a non-comparable property due to its upcoming planned renovation project.
Residential Group - Year-to-Date Comparison
The increases in revenues and operating expenses related to partners’ interest recently acquired are related to three operating apartment communities located in Northeast Ohio. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. 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 - Year-to-Date Comparison
The increase in operating expenses is primarily due to a recovery of a $3,200,000 legal settlement in 2014 which did not recur in 2015. 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.





30



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. - Quarterly Comparison
Net earnings attributable to Forest City Enterprises, Inc. for the three months ended June 30, 2015 was $303,756,000 versus net loss of $(92,992,000) for the three months ended June 30, 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, include unconsolidated investment activity and are net of noncontrolling interests:
Asset Dispositions - $15,155,000
$16,211,000 related to the net loss on partial disposition of our interest in Pacific Park Brooklyn, a 22 acre mixed-use project in Brooklyn, New York, related to the formation of a new joint venture with Greenland in 2014;
$(2,974,000) 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 2015 and 2014; and
$1,918,000 related to increased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2015 compared to 2014.
Financing Transactions - $6,782,000
$4,414,000 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;
$3,501,000 related to a decrease in interest expense on corporate debt due to separate, privately negotiated exchange transactions involving certain Senior Notes due 2016, 2018 and 2020 during February and March 2015;
$(2,384,000) related to increased losses on extinguishment of debt in 2015 compared to 2014; and
$1,251,000 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.
Non-Cash Transactions - $602,477,000
$487,684,000 related to gains on change in control of interest from the June 2015 acquisition of our partner’s 49% equity ownership interest in the MIT Assets, and the April 2015 acquisition of our partner’s 50% equity ownership interest in three operating apartment communities (Cherry Tree, Chestnut Lake and Stratford Crossing);
$129,829,000 related to decreased impairment of real estate in 2015 compared to 2014; and
$(15,036,000) related to increased write-offs of abandoned development projects in 2015 compared to 2014.
Operations - $2,270,000
$(9,771,000) related to REIT conversion and reorganization costs incurred in 2015;
$7,355,000 related to a combined fluctuation in revenues, operating expenses and interest expense in our comparable portfolio in 2015 compared with 2014;
$2,607,000 related to a combined fluctuation in revenues, operating expenses and interest expense in properties in which we recently acquired our partners’ interest;
$2,454,000 related to a combined fluctuation in revenues and operating expenses in our Military Housing business unit in 2015 compared with 2014;
$(2,302,000) in interest and other income primarily related to decreases in the income recognition on the allocation of state and federal historic preservation, low income housing and new market tax credits in 2015 compared with 2014; and
$1,927,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in lease-up at June 30, 2015.
Income Taxes
$(227,739,000) due to increased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in pre-tax earnings. These fluctuations are primarily due to the various transactions discussed herein.

31



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. - Year-to-Date Comparison
Net earnings attributable to Forest City Enterprises, Inc. for the six months ended June 30, 2015 was $249,547,000 versus net loss of $(77,472,000) for the six months ended June 30, 2014. The variance to the prior year period is primarily attributable to the following fluctuations, which are pre-tax, include unconsolidated investment activity and are net of noncontrolling interests:
Asset Dispositions - $(37,437,000)
$(49,177,000) related to decreased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2015 compared to 2014;
$16,211,000 related to the net loss on partial disposition of our interest in Pacific Park Brooklyn, related to the formation of a new joint venture with Greenland in 2014;
$(2,986,000) related to decreased Land Development Group sales in 2015 compared with 2014, primarily at our Stapleton project; and
$(1,485,000) 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 2015 and 2014.
Financing Transactions - $(19,647,000)
$(37,330,000) related to increased losses on extinguishment of debt in February and March 2015 compared with 2014 primarily due to to separate, privately negotiated exchange transactions involving a portion of Senior Notes due 2016, 2018 and 2020;
$8,066,000 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;
$5,006,000 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; and
$4,611,000 related to a decrease in interest expense on corporate debt due to separate, privately negotiated exchange transactions involving certain Senior Notes due 2016, 2018 and 2020 in February and March 2015.
Non-Cash Transactions - $594,786,000
$484,925,000 related to increased gains on change in control of interest in 2015 compared with 2014 activity primarily from the June 2015 acquisition of our partner’s 49% equity ownership interest in the MIT Assets, and the April 2015 acquisition of our partner’s 50% equity ownership interest in three operating apartment communities (Cherry Tree, Chestnut Lake and Stratford Crossing) offset by 2014 activity;
$129,829,000 related to decreased impairment of real estate in 2015 compared to 2014;
$(15,036,000) related to increased write-offs of abandoned development projects in 2015 compared to 2014; and
$(4,932,000) 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 partner's interest in the MIT Assets and three operating apartment communities in Q2 2015, and 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 2015 and 2014.
Operations - $3,848,000
$17,676,000 related to a combined fluctuation in revenues, operating expenses and interest expense in our comparable portfolio in 2015 compared with 2014;
$(15,983,000) related to REIT conversion and reorganization costs incurred in 2015;
$(4,330,000) in interest and other income primarily related to income recognized by a legal settlement at Heritage in 2014, which did not recur in 2015, and decreases in the income recognition on the allocation of state and federal historic preservation, low income housing and new market tax credits in 2015 compared with 2014;
$3,978,000 related to a combined fluctuation in revenues, operating expenses and interest expense in properties in which we recently acquired our partners’ interest;
$2,408,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in lease-up at June 30, 2015;
$2,229,000 related to a combined fluctuation in revenues and operating expenses in our Military Housing business unit in 2015 compared with 2014; and

32



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


$(2,130,000) related to a combined fluctuation in revenues, operating expenses and interest expense at Barclays Center in 2015 compared with 2014.
Income Taxes
$(213,979,000) due to increased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in pre-tax earnings, including gains included in discontinued operations. These fluctuations are primarily due to the various transactions discussed herein.
Capital Expenditures for our Operating Portfolio – Our diversified real estate portfolio requires capital expenditures, including tenant improvements, to maintain and improve its operating performance. The following table represents our capital expenditures by segment:
 
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 2014
 
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
 
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Operating properties:
 
 
 
 
 
Commercial Group
$
13,272

$
23,294

 
$
9,415

$
18,730

Residential Group
6,009

10,448

 
6,576

11,454

Arena
2,314

787

 
1,390

473

Other
22

22

 
31

31

Total operating properties
21,617

34,551

 
17,412

30,688

 
 
 
 
 
 
Tenant improvements
 
 
 
 
 
Commercial Group
20,867

24,824

 
6,475

11,652

 
 
 
 
 
 
Total capital expenditures
$
42,484

$
59,375

 
$
23,887

$
42,340



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34



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Earnings (Loss) to FFO
The table below reconciles net earnings (loss), the most comparable GAAP measure, to FFO, a non-GAAP measure.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
2014
 
2015
2014
 
(in thousands)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
303,756

$
(92,992
)
 
$
249,547

$
(77,472
)
Depreciation and Amortization—Real Estate Groups
76,714

75,661

 
151,494

146,667

Gain on disposition of full or partial interests in rental properties
(19,284
)
(17,366
)
 
(19,284
)
(68,461
)
Impairment of depreciable rental properties

129,059

 

129,059

Income tax expense (benefit) adjustment — current and deferred (1):
 

 
 
 
Gain on disposition of full or partial interests in rental properties
7,461

8,820

 
7,461

28,718

Impairment of depreciable rental properties

(50,053
)
 

(50,053
)
FFO attributable to Forest City Enterprises, Inc.
$
368,647

$
53,129

 
$
389,218

$
108,458

 
 
 
 
 
 
FFO Per Share - Diluted
 
 
 
 
 
Numerator (in thousands):
 
 
 
 
 
FFO attributable to Forest City Enterprises, Inc.
$
368,647

$
53,129

 
$
389,218

$
108,458

If-Converted Method (adjustments for interest, net of tax):
 
 
 
 
 
5.000% Notes due 2016
73

382

 
383

765

4.250% Notes due 2018
1,495

2,277

 
3,529

4,554

3.625% Notes due 2020
953

1,664

 
2,396

3,328

FFO for per share data
$
371,168

$
57,452

 
$
395,526

$
117,105

Denominator:
 
 
 
 
 
Weighted average shares outstanding—Basic
233,377,771

198,341,355

 
218,254,445

198,041,879

Effect of stock options, restricted stock and performance shares
3,160,648

1,540,864

 
2,964,450

1,733,435

Effect of convertible debt
18,389,062

32,138,215

 
23,211,264

32,138,215

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

3,461,710

 
2,973,190

3,553,721

Weighted average shares outstanding - Diluted
257,900,671

235,482,144

 
247,403,349

235,467,250

FFO Per Share
$
1.44

$
0.24

 
$
1.60

$
0.50

(1)
The following table provides detail of income tax expense (benefit):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
2014
 
2015
2014
 
(in thousands)
Income tax expense (benefit) on FFO
 
 
 
 
 
Operating Earnings:
 
 
 
 
 
Current taxes
$
2,386

$
(15,215
)
 
$
642

$
(6,582
)
Deferred taxes
172,383

10,939

 
174,942

(3,017
)
Total income tax expense (benefit) on FFO
174,769

(4,276
)
 
175,584

(9,599
)
 
 
 
 
 
 
Income tax expense (benefit) on non-FFO
 
 
 
 
 
Disposition of full or partial interests in rental properties:
 
 
 
 
 
Current taxes
$
2,882

$
(13,292
)
 
$
2,882

$
15,756

Deferred taxes
4,579

22,112

 
4,579

12,962

Disposition of full or partial interests in rental properties
7,461

8,820

 
7,461

28,718

 
 
 
 
 
 
Impairment of depreciable rental properties
 
 
 
 
 
Deferred taxes
$

$
(50,053
)
 
$

$
(50,053
)
Total income tax expense (benefit) on non-FFO
7,461

(41,233
)
 
7,461

(21,335
)
Grand Total
$
182,230

$
(45,509
)
 
$
183,045

$
(30,934
)


35



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of FFO to Operating FFO - Pro-Rata Consolidation

Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
2015
2014
% Change
 
2015
2014
% Change
 
(in thousands)
 
 
(in thousands)
 
FFO attributable to Forest City Enterprises, Inc.
$
368,647

$
53,129

 
 
$
389,218

$
108,458

 
Impairment of non-depreciable real estate

770

 
 

770

 
Write-offs of abandoned development projects and demolition costs
15,969

933

 
 
15,969

933

 
Tax credit income
(3,957
)
(5,480
)
 
 
(7,212
)
(9,427
)
 
Loss on extinguishment of debt
3,573

1,189

 
 
38,952

1,622

 
Change in fair market value of nondesignated hedges
(2,979
)
(1,681
)
 
 
(5,092
)
2,991

 
Net gain on change in control of interests
(487,684
)

 
 
(487,684
)
(2,759
)
 
Straight-line rent adjustments
(307
)
(841
)
 
 
(360
)
(3,375
)
 
Participation payments


 
 

1,469

 
Net loss on disposition of partial interest in development project

16,211

 
 

16,211

 
REIT conversion and reorganization costs
9,771


 
 
15,983


 
Nets Pre-tax FFO
791

261

 
 
1,593

1,414

 
Income tax expense (benefit) on FFO
174,769

(4,276
)
 
 
175,584

(9,599
)
 
Operating FFO attributable to Forest City Enterprises, Inc.
$
78,593

$
60,215

30.5%
 
$
136,951

$
108,708

26.0%
 
 
 
 
 
 
 
 
Operating FFO Per Share - Diluted
 
 
 
 
 
 
 
Numerator (in thousands):
 
 
 
 
 
 
 
Operating FFO attributable to Forest City Enterprises, Inc.
$
78,593

$
60,215

 
 
$
136,951

$
108,708

 
If-Converted Method (adjustments for interest, pre-tax):
 
 
 
 
 
 
 
5.000% Notes due 2016
119

625

 
 
626

1,250

 
4.250% Notes due 2018
2,443

3,719

 
 
5,765

7,438

 
3.625% Notes due 2020
1,557

2,719

 
 
3,914

5,438

 
Operating FFO for per share data
$
82,712

$
67,278

 
 
$
147,256

$
122,834

 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding - Diluted
257,900,671

235,482,144

 
 
247,403,349

235,467,250

 
Operating FFO Per Share
$
0.32

$
0.29

 
 
$
0.60

$
0.52

 


 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
2015
2014
 
 
2015
2014
 
 
(in thousands)
 
 
(in thousands)
 
Operating FFO by segment:
 
 
 
 
 
 
 
Commercial Group
$
49,430

$
37,834

 
 
$
94,112

$
69,109


Residential Group
35,240

30,190

 
 
60,990

55,683


Arena
72

108

 
 
68

1,757


Land Group
12,726

12,305

 
 
22,978

23,931


Corporate Group
(18,875
)
(20,222
)
 
 
(41,197
)
(41,772
)

Operating FFO
$
78,593

$
60,215

 
 
$
136,951

$
108,708





36

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Earnings (Loss) to EBITDA - Pro-Rata Consolidation
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
2014
 
2015
2014
 
(in thousands)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
303,756

$
(92,992
)
 
$
249,547

$
(77,472
)
Depreciation and amortization
77,944

76,751

 
153,866

148,934

Interest expense
65,671

79,265

 
136,188

168,672

Amortization of mortgage procurement costs
2,608

2,469

 
5,407

5,273

Income tax expense (benefit)
182,230

(45,509
)
 
183,045

(30,934
)
EBITDA attributable to Forest City Enterprises, Inc
$
632,209

$
19,984

 
$
728,053

$
214,473

Impairment of real estate

129,829

 

129,829

Net loss on extinguishment of debt
3,573

1,189

 
38,952

1,622

Net loss on disposition of partial interest in development project

16,211

 

16,211

Net gain on disposition of full or partial interests in rental properties
(19,284
)
(17,366
)
 
(19,284
)
(68,461
)
Net gain on change in control of interests
(487,684
)

 
(487,684
)
(2,759
)
Adjusted EBITDA attributable to Forest City Enterprises, Inc.
$
128,814

$
149,847

 
$
260,037

$
290,915

 
 
 
 
 
 
 
As of June 30,
 
As of June 30,
 
2015
2014
 
2015
2014
 
(in thousands)
Total mortgage debt and notes payable, nonrecourse
$
6,020,920

$
6,013,635

 
$
6,020,920

$
6,013,635

Revolving credit facility

308,000

 

308,000

Convertible senior debt
411,194

700,000

 
411,194

700,000

Total debt
$
6,432,114

$
7,021,635

 
$
6,432,114

$
7,021,635

Less cash and equivalents
(330,576
)
(490,792
)
 
(330,576
)
(490,792
)
Net Debt
$
6,101,538

$
6,530,843

 
$
6,101,538

$
6,530,843

 
 
 
 
 
 
 
 
 
 
 
 
Net Debt to Adjusted EBITDA (Annualized) (1) (2)
11.8
x
10.9
x
 
11.7
x
11.2
x

(1)
Due to the June 2015 acquisition of our partner’s 49% equity ownership interest in the MIT Assets, the June 30, 2015 Net Debt includes approximately $178,000 of debt without the benefit of additional EBITDA expected to be generated by our additional ownership interests. Absent this debt, the Net Debt to Adjusted EBITDA for the three and six months ended June 30, 2015 would have been 11.5x and 11.4x, respectively.

(2)
Adjusted EBITDA for the three and six months ended June 30, 2015 includes write-offs of abandoned development projects of $15,969. Absent this annualized expense, along with the adjustment described in (1) above, the Net Debt to Adjusted EBITDA for the three and six months ended June 30, 2015 would have been 10.2x and 10.7x, respectively.



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38

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information



* Other is primarily related to a recovery of a $3.2 million legal settlement in 2014 which did not recur in 2015.

39



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information



* Other is primarily related to a recovery of a $3.2 million legal settlement in 2014 which did not recur in 2015.

40



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 Adjusted EBITDA is defined as total debt, less cash and equivalents, divided by Adjusted EBITDA. All metrics are reflected at our pro-rata share.








41



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.

**
Due to the June 2015 acquisition of our partner’s 49% equity ownership interest in the MIT Assets, the June 30, 2015 Net Debt includes approximately $178,000,000 of debt without the benefit of additional EBITDA expected to be generated by our additional ownership interests. Absent this debt, the Net Debt to Adjusted EBITDA for the rolling 12-months ended June 30, 2015 would have been 10.7x.

**
Adjusted EBITDA for the rolling 12-months ended June 30, 2015 includes write-offs of abandoned development projects of $16,691,000. Absent this expense, along with the adjustment described above, the Net Debt to Adjusted EBITDA for the rolling 12-months ended June 30, 2015 would have been 10.4x.




    




42



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Property Acquisition/Expansion Opening and Projects Under Construction
June 30, 2015
 
Location
Date
Acquired/
Anticipated
Opening
FCE Legal Ownership % (a)
Pro-Rata
FCE % (a) (1)
Total Cost
at 100%
(2)
Cost at Full
Consolidation (GAAP) (b)
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

 

 
91%
2015 Property Expansion Opening
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Galleria at Sunset
Henderson, NV
Q2-15
51
%
(e)
51
%
 
$
24.7

$
0.0

$
12.6

 
32,000

 
32,000

 
84%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Yards - Arris
Washington, D.C.
Q1-16
25
%
 
25
%
 
$
145.1

$
145.1

$
36.3

 
327

 
19,000

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

104.9

26.2

 
237

 
19,000

 
 
Eliot on 4th (1001 4th Street, SW)
Washington, D.C.
Q4-16
25
%
 
25
%
 
143.0

143.0

35.8

 
365

 
5,000

 
 
Museum Towers II
Philadelphia, PA
Q4-16
25
%
 
25
%
 
114.0

114.0

28.5

 
286

 

 
 
 
 
 
 
 
 
 
507.0

507.0

126.8

 
1,215

 
43,000

 
 
Greenland Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
535 Carlton
Brooklyn, NY
Q4-16/17
30
%
(e)
30
%
 
164.6

0.0

49.4

 
298

 

 
 
550 Vanderbilt (condominiums)
Brooklyn, NY
Q1-17/18
30
%
(e)
30
%
 
361.6

0.0

108.5

 
278

 
7,000

 
 
38 Sixth Ave
Brooklyn, NY
Q2-17/18
30
%
(e)
30
%
 
202.7

0.0

60.8

 
303

 
28,000

 
 
Pacific Park - Parking (f)
Brooklyn, NY
Q3-16/18
30
%
(e)
30
%
 
99.6

0.0

29.9

 

 

 
 
 
 
 
 
 
 
 
828.5

0.0

248.6

 
879

 
35,000

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

23.4

21.1

 
135

 

 
 
The Lofts at Capitol Quarter
Washington, D.C.
Q4-15/Q1-16
25
%
(e)
25
%
 
53.8

0.0

13.5

 
195

 

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

162.1

162.1

 
363

 
4,000

 
 
 
 
 
 
 
 
 
$
1,574.8

$
692.5

$
572.1

 
2,787

 
82,000

 
 
Office:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300 Massachusetts Ave
Cambridge, MA
Q1-16
50
%
(e)
50
%
 
$
175.0

$
0.0

$
87.5

 
246,000

 
246,000

 
96%
1812 Ashland Ave
Baltimore, MD
Q3-16
85
%
 
100
%
 
60.7

60.7

60.7

 
164,000

 
164,000

 
70%
The Bridge at Cornell Tech
Roosevelt Island, NY
Q2-17
100
%
 
100
%
 
164.1

164.1

164.1

 
235,000

 
235,000

 
39%
 
 
 
 
 
 
 
$
399.8

$
224.8

$
312.3

 
645,000

 
645,000

 
 
Retail Expansion:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Boulevard Mall
Buffalo, NY
Q4-15
100
%
 
100
%
 
10.9

10.9

10.9

 
46,000

 
46,000

 
100%
Total Projects Under Construction 
$
1,985.5

$
928.2

$
895.3

 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.

43



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 July 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. 550 Vanderbilt (condominiums) has been excluded from estimated initial yield on cost.
(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.

44



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Projects Under Development
June 30, 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 $321.5 million ($138.6 million at full consolidation) of Projects Under Development on our balance sheet and pro-rata mortgage debt of $136.5 million ($10.6 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, 535 Carlton, a 100% affordable rental building with 298 residential units, 550 Vanderbilt, 278-unit condominium building, 38 Sixth Ave, a 303-unit, 100% affordable rental building and a parking garage which is expected to include 950 parking spaces.
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, Eliot on 4th.
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 3.2 million total square feet, consisting of 900,000 to 1.8 million square feet of office space, approximately 400,000 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) 5M - San Francisco, CA
5M is a mixed-use project on approximately 4 acres in downtown San Francisco. 5M is expected to include approximately 800,000 square feet of commercial uses and 690 residential units. The project will retain two existing historic buildings 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 featuring local retail and arts, cultural and community uses for a total of approximately 1.7 million square feet of development.


45



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Land Inventory

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

 
June 30, 2015
December 31, 2014
 
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
Full
Consolidation
(GAAP)
Pro-Rata
Consolidation
(Non-GAAP)
 
(in thousands)
Stapleton
$
48,273

$
43,559

$
51,604

$
46,583

Commercial outlots
45,645

55,532

45,865

54,072

Total Land Inventory (1) 
$
93,918

$
99,091

$
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 June 30, 2015, we own 223 gross acres, of which 93 acres are saleable. We also have an option to purchase an additional 846 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.




46


























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47



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
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
Class A Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
22.10

 
$
25.52

 
$
21.30

 
$
19.56

 
$
19.87

High Closing Price
$
25.73

 
$
25.79

 
$
21.67

 
$
21.30

 
$
20.09

Low Closing Price
$
22.10

 
$
21.00

 
$
19.20

 
$
19.17

 
$
18.46

Average Closing Price
$
23.68

 
$
24.53

 
$
20.79

 
$
19.99

 
$
19.10

Total Volume
102,548,636

 
69,096,438

 
70,389,527

 
47,200,607

 
40,112,884

Average Volume
1,627,756

 
1,132,728

 
1,099,836

 
737,509

 
636,712

Common shares outstanding, end of period
231,391,181

 
193,501,911

 
179,763,952

 
179,695,113

 
179,662,635

Class B Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
23.00

 
$
25.50

 
$
21.34

 
$
19.83

 
$
19.89

High Closing Price
$
25.71

 
$
25.75

 
$
21.70

 
$
21.30

 
$
20.05

Low Closing Price
$
22.50

 
$
21.05

 
$
19.24

 
$
19.13

 
$
18.48

Average Closing Price
$
23.87

 
$
24.63

 
$
20.70

 
$
20.03

 
$
19.08

Total Volume
64,791

 
37,129

 
59,140

 
121,763

 
46,127

Average Volume
1,028

 
609

 
924

 
1,903

 
732

Common shares outstanding, end of period
18,891,153

 
18,942,503

 
19,208,517

 
19,220,506

 
19,227,650

Common Equity Market Capitalization
$
5,548,241,619

 
$
5,421,202,595

 
$
4,238,881,931

 
$
3,895,979,044

 
$
3,952,334,516

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

 
$

 
$

 
$

 
$




Financial Covenants
The Company’s revolving credit facility contains certain restrictive financial covenants. A summary of the key financial covenants as defined in the agreement, all of which the Company is compliant with at June 30, 2015, follows:
 
 
Requirement
Per  Agreement
 
As of
June 30, 2015
 
As of
March 31, 2015
 
As of
December 31, 2014
 
As of
September 30, 2014
 
(dollars in thousands)
Credit Facility Financial Covenants 
 
 
 
 
 
 
 
 
 
Debt Service Coverage Ratio
1.45x

 
1.97
x
 
1.88
x
 
1.81
x
 
1.72
x
Debt Yield Ratio
>9.50%

 
12.50
%
 
11.88
%
 
12.11
%
 
11.80
%
Cash Flow Coverage Ratio
3.00x

 
8.62
x
 
7.40
x
 
6.91
x
 
6.36
x
Total Development Ratio
<17%

 
6.39
%
 
6.33
%
 
5.70
%
 
7.18
%
Minimum Consolidated Shareholders’ Equity, as defined
$
2,925,050

 
$
5,242,324

 
$
4,155,729

 
$
3,848,400

 
$
3,755,092





48



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Nonrecourse Debt Maturities Table (dollars in thousands)
As of June 30, 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
$
30,172

$
1,629

$
31,710

$
60,253

 
$
203,036

$
46,400

$
173,438

$
330,074

Weighted average rate
6.08
%
8.18
%
5.72
%
5.84
%
 
7.86
%
10.75
%
5.72
%
6.33
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
37,841

4,123

9,660

43,378

 
73,819


2,257

76,076

Weighted average rate
3.04
%
2.93
%
3.65
%
3.19
%
 
2.33
%
%
3.39
%
2.36
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
45,000


546

45,546

 




Weighted average rate
2.28
%
%
1.44
%
2.27
%
 
%
%
%
%
Total variable-rate debt
82,841

4,123

10,206

88,924

 
73,819


2,257

76,076

Total Nonrecourse Debt
$
113,013

$
5,752

$
41,916

$
149,177

 
$
276,855

$
46,400

$
175,695

$
406,150

Weighted Average Rate
3.55
%
4.42
%
5.19
%
3.98
%
 
6.39
%
10.75
%
5.69
%
5.59
%
 
 
 
 
 
 
 
 
 
 
 
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
$
267,196

$
10,954

$
358,553

$
614,795

 
$
208,108

$
7,083

$
248,988

$
450,013

Weighted average rate
5.65
%
5.99
%
5.73
%
5.69
%
 
4.57
%
3.81
%
4.99
%
4.81
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
981,806

354

62,624

1,044,076

 
23,712


2,502

26,214

Weighted average rate
5.79
%
2.73
%
1.56
%
5.54
%
 
3.20
%
%
3.48
%
3.23
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt


25,234

25,234

 
95,798

13,247

53,040

135,591

Weighted average rate    
%
%
0.97
%
0.97
%
 
1.22
%
1.98
%
2.07
%
1.48
%
Total variable-rate debt
981,806

354

87,858

1,069,310

 
119,510

13,247

55,542

161,805

Total Nonrecourse Debt
$
1,249,002

$
11,308

$
446,411

$
1,684,105

 
$
327,618

$
20,330

$
304,530

$
611,818

Weighted Average Rate
5.76
%
5.88
%
4.87
%
5.52
%
 
3.49
%
2.62
%
4.47
%
4.01
%

49



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of June 30, 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
$
115,147

$
3,885

$
40,563

$
151,825

 
$
1,583,631

$
335,574

$
962,090

$
2,210,147

Weighted average rate
3.96
%
4.80
%
5.74
%
4.42
%
 
5.38
%
7.32
%
4.38
%
4.65
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
241,068

53,293

106,780

294,555

 
53,222


3,041

56,263

Weighted average rate
2.17
%
1.25
%
4.14
%
3.05
%
 
3.07
%
%
1.16
%
2.97
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
8,500


20,000

28,500

 
468,284

106,764

66,860

428,380

Weighted average rate
3.05
%
%
0.87
%
1.52
%
 
1.12
%
1.31
%
1.01
%
1.05
%
Total variable-rate debt
249,568

53,293

126,780

323,055

 
521,506

106,764

69,901

484,643

Total Nonrecourse Debt
$
364,715

$
57,178

$
167,343

$
474,880

 
$
2,105,137

$
442,338

$
1,031,991

$
2,694,790

Weighted Average Rate
2.76
%
1.50
%
4.14
%
3.40
%
 
4.37
%
5.87
%
4.15
%
4.04
%
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Full
Consolidation
Less
Noncontrolling
Interest
Plus
Unconsolidated
Investments at
Pro-Rata
Pro-Rata
Consolidation
 
 
 
 
 
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
2,407,290

$
405,525

$
1,815,342

$
3,817,107

 
 
 
 
 
Weighted average rate
5.49
%
7.60
%
4.91
%
4.99
%
 
 
 
 
 
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
1,411,468

57,770

186,864

1,540,562

 
 
 
 
 
Weighted average rate
4.77
%
1.38
%
3.18
%
4.70
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
617,582

120,011

165,680

663,251

 
 
 
 
 
Weighted average rate    
1.24
%
1.38
%
1.33
%
1.24
%
 
 
 
 
 
Total variable-rate debt
2,029,050

177,781

352,544

2,203,813

 
 
 
 
 
Total Nonrecourse Debt
$
4,436,340

$
583,306

$
2,167,886

$
6,020,920

 
 
 
 
 
Weighted Average Rate
4.67
%
5.70
%
4.49
%
4.50
%
 
 
 
 
 
 

50



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three and Six Months Ended June 30, 2015 (in thousands)

 
Three Months Ended June 30, 2015
 
 
Six Months Ended June 30, 2015
 
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
Pro-Rata
Consolidation
(Non-GAAP)
Commercial Group
 
 
 
 
 
 
 
 
 
 
Total revenues
$
134,607

$
5,274

$
65,556

$
194,889

 
 
$
263,152

$
10,036

$
131,101

$
384,217

Exclude straight-line rent adjustment
(555
)


(555
)
 
 
(865
)


(865
)
Add interest and other income
1,273

4

55

1,324

 
 
3,906

10

89

3,985

Equity in earnings (loss) of unconsolidated entities
8,265


(8,265
)

 
 
14,992


(14,992
)

Exclude operating expenses of unconsolidated entities
25,182


(25,182
)

 
 
51,174


(51,174
)

Exclude write-offs of abandoned development projects of unconsolidated entities




 
 




Exclude gain on disposition of unconsolidated entities




 
 




Exclude depreciation and amortization of unconsolidated entities
14,080


(14,080
)

 
 
28,471


(28,471
)

Exclude interest expense of unconsolidated entities
18,084


(18,084
)

 
 
36,545


(36,545
)

Exclude loss on extinguishment of debt of unconsolidated entities




 
 
8


(8
)

Adjusted revenues
200,936

5,278


195,658

 
 
397,383

10,046


387,337

Operating expenses
74,119

2,670

25,182

96,631

 
 
147,209

5,239

51,174

193,144

Operating expenses of unconsolidated entities
25,182


(25,182
)

 
 
51,174


(51,174
)

Write-offs of abandoned development projects
5,104



5,104

 
 
5,104



5,104

Write-offs of abandoned development projects of unconsolidated entities




 
 




Non-Real Estate depreciation and amortization
285



285

 
 
505



505

Exclude straight-line rent adjustment
(391
)


(391
)
 
 
(827
)


(827
)
Adjusted operating expenses
104,299

2,670


101,629

 
 
203,165

5,239


197,926

Net operating income
96,637

2,608


94,029

 
 
194,218

4,807


189,411

Interest expense
(29,849
)
(1,074
)
(18,084
)
(46,859
)
 
 
(60,171
)
(2,202
)
(36,545
)
(94,514
)
Interest expense of unconsolidated entities
(18,084
)

18,084


 
 
(36,545
)

36,545


Loss on extinguishment of debt
(3,102
)


(3,102
)
 
 
(3,114
)

(8
)
(3,122
)
Loss on extinguishment of debt of unconsolidated entities




 
 
(8
)

8


Amortization of mortgage procurement costs - Real Estate Groups
(1,756
)


(1,756
)
 
 
(3,720
)


(3,720
)
Net gain on change in control of interests
463,643



463,643

 
 
463,643



463,643

Straight-line rent adjustment
164



164

 
 
38



38

Noncontrolling interest in FFO
(1,534
)
(1,534
)


 
 
(2,605
)
(2,605
)


Income tax benefit (expense) on FFO




 
 




FFO attributable to Forest City Enterprises, Inc.
$
506,119

$

$

$
506,119

 
 
$
551,736

$

$

$
551,736

Depreciation and amortization - Real Estate Groups
(46,172
)


(46,172
)
 
 
(91,856
)


(91,856
)
Net gain on disposition of full or partial interests in rental properties




 
 




Gain on disposition of unconsolidated entities




 
 




Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
459,947

$

$

$
459,947

 
 
$
459,880

$

$

$
459,880


51



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three and Six Months Ended June 30, 2015 (in thousands) (continued)

 
Three Months Ended June 30, 2015
 
 
Six Months Ended June 30, 2015
 
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
Pro-Rata
Consolidation
(Non-GAAP)
Residential Group
 
 
 
 
 
 
 
 
 
 
Total revenues
$
80,860

$
10,408

$
34,637

$
105,089

 
 
$
150,520

$
18,776

$
71,932

$
203,676

Exclude straight-line rent adjustment
(175
)


(175
)
 
 
(363
)


(363
)
Add interest and other income
3,764

92

306

3,978

 
 
6,760

95

554

7,219

Equity in earnings (loss) of unconsolidated entities
12,048

99

(11,669
)
280

 
 
13,758

82

(12,836
)
840

Exclude operating expenses of unconsolidated entities
17,821


(17,821
)

 
 
38,599


(38,599
)

Exclude write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 
 
10,191


(10,191
)

Exclude gain on disposition of unconsolidated entities
(19,284
)

19,284


 
 
(19,284
)

19,284


Exclude depreciation and amortization of unconsolidated entities
7,228


(7,228
)

 
 
15,293


(15,293
)

Exclude interest expense of unconsolidated entities
6,935


(6,935
)

 
 
14,251


(14,251
)

Exclude loss on extinguishment of debt of unconsolidated entities
383


(383
)

 
 
600


(600
)

Adjusted revenues
119,771

10,599


109,172

 
 
230,325

18,953


211,372

Operating expenses
46,163

4,774

17,821

59,210

 
 
89,402

7,501

38,599

120,500

Operating expenses of unconsolidated entities
17,821


(17,821
)

 
 
38,599


(38,599
)

Write-offs of abandoned development projects
674


10,191

10,865

 
 
674


10,191

10,865

Write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 
 
10,191


(10,191
)

Non-Real Estate depreciation and amortization
171



171

 
 
319



319

Exclude straight-line rent adjustment
(40
)


(40
)
 
 
(60
)


(60
)
Adjusted operating expenses
74,980

4,774


70,206

 
 
139,125

7,501


131,624

Net operating income
44,791

5,825


38,966

 
 
91,200

11,452


79,748

Interest expense
(2,145
)
(878
)
(6,935
)
(8,202
)
 
 
(6,610
)
(2,398
)
(14,251
)
(18,463
)
Interest expense of unconsolidated entities
(6,935
)

6,935


 
 
(14,251
)

14,251


Loss on extinguishment of debt
(88
)

(383
)
(471
)
 
 
(88
)

(600
)
(688
)
Loss on extinguishment of debt of unconsolidated entities
(383
)

383


 
 
(600
)

600


Amortization of mortgage procurement costs - Real Estate Groups
(852
)


(852
)
 
 
(1,687
)


(1,687
)
Net gain on change in control of interests
24,041



24,041

 
 
24,041



24,041

Straight-line rent adjustment
135



135

 
 
303



303

Noncontrolling interest in FFO
(4,947
)
(4,947
)


 
 
(9,054
)
(9,054
)


Income tax benefit (expense) on FFO




 
 




FFO attributable to Forest City Enterprises, Inc.
$
53,617

$

$

$
53,617

 
 
$
83,254

$

$

$
83,254

Depreciation and amortization - Real Estate Groups
(25,108
)


(25,108
)
 
 
(49,108
)


(49,108
)
Net gain on disposition of full or partial interests in rental properties


19,284

19,284

 
 


19,284

19,284

Gain on disposition of unconsolidated entities
19,284


(19,284
)

 
 
19,284


(19,284
)

Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
47,793

$

$

$
47,793

 
 
$
53,430

$

$

$
53,430


52



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three and Six Months Ended June 30, 2015 (in thousands) (continued)

 
Three Months Ended June 30, 2015
 
 
Six Months Ended June 30, 2015
 
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
Pro-Rata
Consolidation
(Non-GAAP)
Arena
 
 
 
 
 
 
 
 
 
 
Total revenues
$
27,040

$
12,201

$

$
14,839

 
 
$
55,860

$
25,202

$

$
30,658

Exclude straight-line rent adjustment
(8
)


(8
)
 
 
(19
)


(19
)
Add interest and other income




 
 




Equity in earnings (loss) of unconsolidated entities




 
 




Exclude operating expenses of unconsolidated entities




 
 




Exclude write-offs of abandoned development projects of unconsolidated entities




 
 




Exclude gain on disposition of unconsolidated entities




 
 




Exclude depreciation and amortization of unconsolidated entities




 
 




Exclude interest expense of unconsolidated entities




 
 




Exclude loss on extinguishment of debt of unconsolidated entities




 
 




Adjusted revenues
27,032

12,201


14,831

 
 
55,841

25,202


30,639

Operating expenses
17,862

7,901


9,961

 
 
37,820

16,868


20,952

Operating expenses of unconsolidated entities




 
 




Write-offs of abandoned development projects




 
 




Write-offs of abandoned development projects of unconsolidated entities




 
 




Non-Real Estate depreciation and amortization
17



17

 
 
34



34

Exclude straight-line rent adjustment




 
 




Adjusted operating expenses
17,879

7,901


9,978

 
 
37,854

16,868


20,986

Net operating income
9,153

4,300


4,853

 
 
17,987

8,334


9,653

Interest expense
(10,127
)
(5,346
)

(4,781
)
 
 
(20,235
)
(10,650
)

(9,585
)
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




 
 




Net gain on change in control of interests




 
 




Straight-line rent adjustment
8



8

 
 
19



19

Noncontrolling interest in FFO
1,046

1,046



 
 
2,316

2,316



Income tax benefit (expense) on FFO




 
 




FFO attributable to Forest City Enterprises, Inc.
$
80

$

$

$
80

 
 
$
87

$

$

$
87

Depreciation and amortization - Real Estate Groups
(5,062
)


(5,062
)
 
 
(10,117
)


(10,117
)
Net gain on disposition of full or partial interests in rental properties




 
 




Gain on disposition of unconsolidated entities




 
 




Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(4,982
)
$

$

$
(4,982
)
 
 
$
(10,030
)
$

$

$
(10,030
)

53



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three and Six Months Ended June 30, 2015 (in thousands) (continued)

 
Three Months Ended June 30, 2015
 
 
Six Months Ended June 30, 2015
 
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
Pro-Rata
Consolidation
(Non-GAAP)
Land Group
 
 
 
 
 
 
 
 
 
 
Total revenues
$
17,252

$
1,723

$
236

$
15,765

 
 
$
27,309

$
2,718

$
1,552

$
26,143

Exclude straight-line rent adjustment




 
 




Add interest and other income
4,141

410

2

3,733

 
 
8,181

811

3

7,373

Equity in earnings (loss) of unconsolidated entities
(513
)

513


 
 
1,165


(220
)
945

Exclude operating expenses of unconsolidated entities
578


(578
)

 
 
1,075


(1,075
)

Exclude write-offs of abandoned development projects of unconsolidated entities




 
 




Exclude gain on disposition of unconsolidated entities




 
 




Exclude depreciation and amortization of unconsolidated entities
10


(10
)

 
 
20


(20
)

Exclude interest expense of unconsolidated entities
163


(163
)

 
 
240


(240
)

Exclude loss on extinguishment of debt of unconsolidated entities




 
 




Adjusted revenues
21,631

2,133


19,498

 
 
37,990

3,529


34,461

Operating expenses
6,724

653

578

6,649

 
 
11,365

1,131

1,075

11,309

Operating expenses of unconsolidated entities
578


(578
)

 
 
1,075


(1,075
)

Write-offs of abandoned development projects




 
 




Write-offs of abandoned development projects of unconsolidated entities




 
 




Non-Real Estate depreciation and amortization
19



19

 
 
68



68

Exclude straight-line rent adjustment




 
 




Adjusted operating expenses
7,321

653


6,668

 
 
12,508

1,131


11,377

Net operating income
14,310

1,480


12,830

 
 
25,482

2,398


23,084

Interest expense
405

35

(163
)
207

 
 
870

74

(240
)
556

Interest expense of unconsolidated entities
(163
)

163


 
 
(240
)

240


Loss on extinguishment of debt




 
 




Loss on extinguishment of debt of unconsolidated entities




 
 




Amortization of mortgage procurement costs - Real Estate Groups




 
 




Net gain on change in control of interests




 
 




Straight-line rent adjustment




 
 




Noncontrolling interest in FFO
(1,515
)
(1,515
)


 
 
(2,472
)
(2,472
)


Income tax benefit (expense) on FFO




 
 




FFO attributable to Forest City Enterprises, Inc.
$
13,037

$

$

$
13,037

 
 
$
23,640

$

$

$
23,640

Depreciation and amortization - Real Estate Groups
(372
)


(372
)
 
 
(413
)


(413
)
Net gain on disposition of full or partial interests in rental properties




 
 




Gain on disposition of unconsolidated entities




 
 




Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
12,665

$

$

$
12,665

 
 
$
23,227

$

$

$
23,227


54



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three and Six Months Ended June 30, 2015 (in thousands) (continued)

 
Three Months Ended June 30, 2015
 
 
Six Months Ended June 30, 2015
 
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
Pro-Rata
Consolidation
(Non-GAAP)
Corporate Group
 
 
 
 
 
 
 
 
 
 
Total revenues
$

$

$

$

 
 
$

$

$

$

Exclude straight-line rent adjustment




 
 




Add interest and other income
100



100

 
 
135



135

Equity in earnings (loss) of unconsolidated entities
(791
)


(791
)
 
 
(1,593
)


(1,593
)
Exclude operating expenses of unconsolidated entities




 
 




Exclude write-offs of abandoned development projects of unconsolidated entities




 
 




Exclude gain on disposition of unconsolidated entities




 
 




Exclude depreciation and amortization of unconsolidated entities




 
 




Exclude interest expense of unconsolidated entities




 
 




Exclude loss on extinguishment of debt of unconsolidated entities




 
 




Adjusted revenues
(691
)


(691
)
 
 
(1,458
)


(1,458
)
Operating expenses
21,972



21,972

 
 
41,687



41,687

Operating expenses of unconsolidated entities




 
 




Write-offs of abandoned development projects




 
 




Write-offs of abandoned development projects of unconsolidated entities




 
 




Non-Real Estate depreciation and amortization
738



738

 
 
1,446



1,446

Exclude straight-line rent adjustment




 
 




Adjusted operating expenses
22,710



22,710

 
 
43,133



43,133

Net operating income
(23,401
)


(23,401
)
 
 
(44,591
)


(44,591
)
Interest expense
(6,036
)


(6,036
)
 
 
(14,182
)


(14,182
)
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




 
 




Net gain on change in control of interests




 
 




Straight-line rent adjustment




 
 




Noncontrolling interest in FFO




 
 




Income tax benefit (expense) on FFO
(174,769
)


(174,769
)
 
 
(175,584
)


(175,584
)
FFO attributable to Forest City Enterprises, Inc.
$
(204,206
)
$

$

$
(204,206
)
 
 
$
(269,499
)
$

$

$
(269,499
)
Depreciation and amortization - Real Estate Groups




 
 




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




 
 




Gain on disposition of unconsolidated entities




 
 




Income tax benefit (expense) on non-FFO:








 
 
 
 
 
 
Gain on disposition of rental properties
(7,461
)


(7,461
)
 
 
(7,461
)


(7,461
)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
(211,667
)
$

$

$
(211,667
)
 
 
$
(276,960
)
$

$

$
(276,960
)

55



Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information
Summary of FFO by Segment - Three and Six Months Ended June 30, 2015 (in thousands) (continued)

 
Three Months Ended June 30, 2015
 
 
Six Months Ended June 30, 2015
 
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
Pro-Rata
Consolidation
(Non-GAAP)
Total
 
 
 
 
 
 
 
 
 
 
Total revenues
$
259,759

$
29,606

$
100,429

$
330,582

 
 
$
496,841

$
56,732

$
204,585

$
644,694

Exclude straight-line rent adjustment
(738
)


(738
)
 
 
(1,247
)


(1,247
)
Add interest and other income
9,278

506

363

9,135

 
 
18,982

916

646

18,712

Equity in earnings (loss) of unconsolidated entities
19,009

99

(19,421
)
(511
)
 
 
28,322

82

(28,048
)
192

Exclude operating expenses of unconsolidated entities
43,581


(43,581
)

 
 
90,848


(90,848
)

Exclude write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 
 
10,191


(10,191
)

Exclude gain on disposition of unconsolidated entities
(19,284
)

19,284


 
 
(19,284
)

19,284


Exclude depreciation and amortization of unconsolidated entities
21,318


(21,318
)

 
 
43,784


(43,784
)

Exclude interest expense of unconsolidated entities
25,182


(25,182
)

 
 
51,036


(51,036
)

Exclude loss on extinguishment of debt of unconsolidated entities
383


(383
)

 
 
608


(608
)

Adjusted revenues
368,679

30,211


338,468

 
 
720,081

57,730


662,351

Operating expenses
166,840

15,998

43,581

194,423

 
 
327,483

30,739

90,848

387,592

Operating expenses of unconsolidated entities
43,581


(43,581
)

 
 
90,848


(90,848
)

Write-offs of abandoned development projects
5,778


10,191

15,969

 
 
5,778


10,191

15,969

Write-offs of abandoned development projects of unconsolidated entities
10,191


(10,191
)

 
 
10,191


(10,191
)

Non-Real Estate depreciation and amortization
1,230



1,230

 
 
2,372



2,372

Exclude straight-line rent adjustment
(431
)


(431
)
 
 
(887
)


(887
)
Adjusted operating expenses
227,189

15,998


211,191

 
 
435,785

30,739


405,046

Net operating income
141,490

14,213


127,277

 
 
284,296

26,991


257,305

Interest expense
(47,752
)
(7,263
)
(25,182
)
(65,671
)
 
 
(100,328
)
(15,176
)
(51,036
)
(136,188
)
Interest expense of unconsolidated entities
(25,182
)

25,182


 
 
(51,036
)

51,036


Loss on extinguishment of debt
(3,190
)

(383
)
(3,573
)
 
 
(38,344
)

(608
)
(38,952
)
Loss on extinguishment of debt of unconsolidated entities
(383
)

383


 
 
(608
)

608


Amortization of mortgage procurement costs - Real Estate Groups
(2,608
)


(2,608
)
 
 
(5,407
)


(5,407
)
Net gain on change in control of interests
487,684



487,684

 
 
487,684



487,684

Straight-line rent adjustment
307



307

 
 
360



360

Noncontrolling interest in FFO
(6,950
)
(6,950
)


 
 
(11,815
)
(11,815
)


Income tax benefit (expense) on FFO
(174,769
)


(174,769
)
 
 
(175,584
)


(175,584
)
FFO attributable to Forest City Enterprises, Inc.
$
368,647

$

$

$
368,647

 
 
$
389,218

$

$

$
389,218

Depreciation and amortization - Real Estate Groups
(76,714
)


(76,714
)
 
 
(151,494
)


(151,494
)
Net gain on disposition of full or partial interests in rental properties


19,284

19,284

 
 


19,284

19,284

Gain on disposition of unconsolidated entities
19,284


(19,284
)

 
 
19,284


(19,284
)

Income tax benefit (expense) on non-FFO:
 
 
 
 
 
 
 
 
 
 
Gain on disposition of rental properties
(7,461
)


(7,461
)
 
 
(7,461
)


(7,461
)
Net earnings (loss) attributable to Forest City Enterprises, Inc.
$
303,756

$

$

$
303,756

 
 
$
249,547

$

$

$
249,547


56