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EX-99.2 - EXHIBIT 99.2 - Forest City Realty Trust, Inc.fcrtex992erq1-2017.htm
8-K - 8-K - Forest City Realty Trust, Inc.a8kforsupppackq1-2017.htm
Exhibit 99.1




fcrtlogoa01.jpg
Supplemental Package
For the Quarter Ended March 31, 2017




Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package
First Quarter 2017
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 Earnings (Loss) Before Income Taxes to NOI
Net Earnings
Interest Expense and Capital Expenditures

Reconciliation of Net Earnings to FFO
Reconciliation of FFO to Operating FFO
Reconciliation of NOI to Operating FFO
Reconciliation of Net Earnings to EBITDA
Operating FFO Bridge
Historical Trends
Development Pipeline
Supplemental Financial Information
 
Common Stock Data/Financial Covenants
Nonrecourse Debt Maturities Table
Appendix
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-K for the year ended December 31, 2016 and other factors that might cause differences, some of which could be material, include, but are not limited to, our failure to receive stockholder approval of the reclassification proposal, any other delays with respect to, or the failure to complete, the reclassification, our ability to carry out future transactions and strategic investments, as well as the acquisition related costs, unanticipated difficulties realizing expected benefits expected when entering into a transaction, our ability to qualify or to remain qualified as a REIT, our ability to satisfy REIT distribution requirements, the impact of issuing equity, debt or both, and selling assets to satisfy our future distributions required as a REIT or to fund capital expenditures, future growth and expansion initiatives, the impact of the amount and timing of any future distributions, the impact from complying with REIT qualification requirements limiting our flexibility or causing us to forego otherwise attractive opportunities beyond rental real estate operations, the impact of complying with the REIT requirements related to hedging, our lack of experience operating as a REIT, legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service, the possibility that our Board of Directors will unilaterally revoke our REIT election, the possibility that the anticipated benefits of qualifying as a REIT will not be realized, or will not be realized within the expected time period, the impact of current lending and capital market conditions on our liquidity, our ability to finance or refinance projects or repay our debt, the impact of the slow economic recovery on the ownership, development and management of our commercial real estate portfolio, general real estate investment and development risks, litigation risks, including risks with respect to the outcome of any legal proceedings that have or may be instituted against us or others relating to the reclassification, vacancies in our properties, risks associated with developing and managing properties in partnership with others, competition, our ability to renew leases or re-lease spaces as leases expire, illiquidity of real estate investments, our ability to identify and transact on chosen strategic alternatives for a portion of our retail portfolio, bankruptcy or defaults of tenants, anchor store consolidations or closings, the impact of terrorist acts and other armed conflicts, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our revolving credit facility, term loan and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, our ability to receive payment on the notes receivable issued by Onexim in connection with their purchase of our interests in the Barclays Center and the Nets, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of our insurance carriers, environmental liabilities, competing interests of our directors and executive officers, the ability to recruit and retain key personnel, risks associated with the sale of tax credits, downturns in the housing market, 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 and international trade agreements, volatility in the market price of our publicly traded securities, inflation risks, cybersecurity risks, cyber incidents, shareholder activism efforts, conflicts of interest, risks related to our organizational structure including operating through our Operating Partnership and our UPREIT structure, as well as other risks listed from time to time in our SEC filings, including but not limited to, our 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 Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Corporate Description
We principally engage in the operation, development, management and acquisition of office, apartment and retail real estate and land throughout the United States. We have approximately $8.2 billion of consolidated assets in 20 states and the District of Columbia at March 31, 2017. 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.
Segments
Real Estate Operations represents the performance of our core rental real estate portfolio and is comprised of the following reportable operating segments:
Office - owns, acquires and operates office and life science buildings.
Apartments - owns, acquires and operates rental properties, including upscale and middle-market apartments, adaptive re-use developments and subsidized senior housing.
Retail - owns, acquires and operates amenity retail within our mixed-use projects, regional malls and specialty/urban retail centers .
The remaining reportable operating segments consist of the following:
Development - develops and constructs office and life science buildings, apartments, condominiums, amenity retail, regional malls, specialty/urban retail centers and mixed-use projects. The Development segment includes recently opened operating properties prior to stabilization and the horizontal development and sale of land to residential, commercial and industrial customers primarily at our Stapleton project in Denver, Colorado.
Corporate - provides executive oversight to the company and various support services for Operations, Development and Corporate employees.
Other - owned and operated several non-core investments, including the Barclays Center, a sports and entertainment arena located in Brooklyn, New York (“Arena”) (sold in January 2016), our equity method investment in the Brooklyn Nets (the “Nets”) (sold in January 2016), and military housing operations (sold in February 2016).

Segment Transfers
The Development segment includes projects in development and projects under construction along with recently opened operating properties prior to stabilization. Projects will be reported in their applicable operating segment (Office, Apartments or Retail) beginning on January 1 of the year following stabilization. Therefore, the Development segment will continue to report results from recently opened properties until the year-end following initial stabilization. We generally define stabilized properties as achieving 92% or greater occupancy or having been open and operating for one or two years, depending on the size of the project. Once a stabilized property is transferred to the applicable Operations segment on January 1, it will be considered “comparable” beginning on the following January 1.

Segment Reclassifications
We recently completed an internal reorganization and began presenting new reportable operating segments during the three months ended September 30, 2016. The prior period has been recast to conform to the current period presentation.
Concurrent with our internal reorganization, certain functions previously performed within our old business unit structure were centralized into our corporate segment. We analyzed the allocation methodology of these new corporate functions and our historic corporate functions and how it relates to support services provided to our new segments within our new organizational structure. As a result of this analysis, certain expenses previously recorded in the old business units and reported on the property operating and management expenses financial statement line item are recorded in the corporate segment and included in the corporate general and administrative expense financial statement line item. To conform to the current year presentation, $1,460,000 has been reclassed from property operating and management expenses to corporate general and administrative expenses for the three months ended March 31, 2016.
Company Operations
We believe that we are organized in a manner enabling us to qualify, and intend to operate in a manner allowing us to continue to qualify, as a REIT for federal income tax purposes. As such, we intend to elect REIT status for our taxable year ended December 31, 2016, upon filing the 2016 Form 1120-REIT with the Internal Revenue Service on or before October 15, 2017.
We hold substantially all of our assets, and conduct substantially all of our business, through the Operating Partnership. We are the sole general partner of the Operating Partnership and, as of March 31, 2017, we directly or indirectly own all of the limited partnership interests in the Operating Partnership.

2



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

We hold and operate certain of our assets through one or more taxable REIT subsidiaries (“TRSs”). A TRS is a subsidiary of a REIT subject to applicable corporate income tax. Our use of TRSs enables us to continue to engage in certain businesses while complying with REIT qualification requirements and allows us to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. The primary non-REIT qualified businesses held in TRSs include 461 Dean Street, an apartment building in Brooklyn, New York, the Pacific Park Brooklyn project, land development operations, Barclays Center arena (sold in January 2016), the Nets (sold in January 2016) and military housing operations (sold in February 2016). In the future, we may elect to reorganize and transfer certain assets or operations from our TRSs to other subsidiaries, including qualified REIT subsidiaries.

Supplemental Financial and Operating Information
We recommend this supplemental package be read in conjunction with our Form 10-Q for the three months ended March 31, 2017. This supplemental package contains consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). We also present certain financial information at total company ownership 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 financial information and other operating metrics at total company ownership including net asset value (“NAV”) components, net operating income (“NOI”), comparable NOI, Funds From Operations (“FFO”), Operating FFO, Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA and Net Debt to 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 or information shown at total company ownership are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.

This supplemental package also contains financial information of entities consolidated under GAAP (“Fully Consolidated Entities”), financial information on our partners’ share of entities consolidated under GAAP (“Noncontrolling Interest”) and financial information on our share of entities accounted for using the equity method of accounting (“Company Share of Unconsolidated Entities”). We believe disclosing financial information on Fully Consolidated Entities, Noncontrolling Interest and Company Share of Unconsolidated Entities is essential to allow our financial statement users the ability to arrive at our total company ownership of all of our real estate investments, whether or not we “control” the investment under GAAP.

Financial information related to Fully Consolidated Entities, Noncontrolling Interest and Company Share of Unconsolidated Entities is included in the Appendix section of this supplemental package.

Supplemental Operating Information
The operating information contained in this document includes: occupancy data, retail sales data, leasing summaries, comparable NOI, NOI by product type and core market, reconciliation of earnings (loss) before income taxes to NOI, reconciliation of net earnings to FFO, reconciliation of FFO to Operating FFO, reconciliation of NOI to Operating FFO, reconciliation of net earnings to EBITDA, Operating FFO bridge, historical trends and our development pipeline. We believe this information gives interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including stabilized properties open and operated in the three months ended March 31, 2017 and 2016. We believe occupancy data, retail sales data, leasing spreads on office and retail properties, and other rental rate information on multi-family properties represent meaningful operating statistics about us.

Consolidation Method
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%.

Net Asset Value Components
We disclose components of our business relevant to calculate 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. NAV components are shown at our total company ownership. We believe disclosing the components at total company ownership is essential to estimate NAV, as they represent our estimated proportionate amount of assets and liabilities the Company is entitled to.

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 at the Company’s share. Although these measures are not presented in accordance with GAAP, investors can use these non-GAAP measures as supplementary information to evaluate our business.

3



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information


FFO
FFO, a non-GAAP measure, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors impact net earnings in the short-term, we believe FFO presents a more consistent view of the overall financial performance of our business from period-to-period since the core of our business is the recurring operations of our portfolio of real estate assets. Management believes that the exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the Company’s core assets and assists in comparing those operating results between periods. Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen with market conditions, many real estate investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets and impairment of depreciable real estate, management believes that FFO, along with the required GAAP presentations, provides a more complete measurement of the Company’s performance relative to its competitors and a more appropriate basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide.

The majority of our peers in the publicly traded real estate industry report operations using FFO as defined by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO is defined by NAREIT as net earnings excluding the following items at our ownership: 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, a non-GAAP measure, 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 company 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. We use EBITDA as the starting point in order to calculate Adjusted EBITDA as described below.

Adjusted EBITDA
We define Adjusted EBITDA, a non-GAAP measure, 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 and other investments; iv) gains or losses on change in control of interests; v) other transactional items, including organizational transformation and termination benefits; and vi) the Nets pre-tax EBITDA. 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 is used by the chief operating decision maker and management to assess operating performance and resource allocations by segment and on a consolidated basis. Management believes Adjusted EBITDA gives the investment community a more complete understanding of the Company’s operating results, including the impact of general and administrative expenses and acquisition-related expenses, before the impact of investing and financing transactions and facilitates comparisons with competitors. However, Adjusted EBITDA should not be viewed as an alternative measure of the Company’s operating performance since it excludes financing costs as well as depreciation and amortization costs which are significant economic costs that could materially impact the Company’s results of operations and liquidity. Other REITs may use different methodologies for calculating Adjusted EBITDA and, accordingly, the Company’s Adjusted EBITDA may not be comparable to other REITs.




4



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Net Debt to Adjusted EBITDA
Net Debt to Adjusted EBITDA, a non-GAAP measure, is defined as total debt, net at our company share (total debt includes outstanding borrowings on our revolving credit facility, our term loan facility, convertible senior debt, net, nonrecourse mortgages and notes payable, net) less cash and equivalents, at our company share, divided by Adjusted EBITDA. Net Debt to Adjusted EBITDA is a supplemental measure derived from non-GAAP financial measures that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors use versions of this ratio in a similar manner. The Company’s method of calculating the ratio may be different from methods used by other REITs and, accordingly, may not be comparable to other REITs.

NOI
NOI, a non-GAAP measure, reflects our share of the core operations of our rental real estate portfolio, prior to any financing activity. NOI is defined as revenues less operating expenses at our ownership within our Office, Apartments, Retail, and Development segments, except for revenues and cost of sales associated with sales of land held in these segments. The activities of our Corporate and Other segments do not involve the operations of our rental property portfolio and therefore are not included in NOI.

We believe NOI provides important information about our core operations and, along with earnings before income taxes, is necessary to understand our business and operating results. Because NOI excludes general and administrative expenses, interest expense, depreciation and amortization, revenues and cost of sales associated with sales of land, other non-property income and losses, and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating office, apartment and retail real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income. We use NOI to evaluate our operating performance on a portfolio basis since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, rental rates, and tenant mix have on our financial results. Investors can use NOI as supplementary information to evaluate our business. In addition, management believes NOI provides useful information to the investment community about our financial and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of performance in the real estate industry. NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, our GAAP measures, and may not be directly comparable to similarly-titled measures reported by other companies.

Comparable NOI
We use comparable NOI as a metric to evaluate the performance of our office, apartment 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. Non-capitalizable development costs and unallocated management and service company overhead, net of service fee revenues, are not directly attributable to an individual 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, certain litigation expenses incurred and any related legal settlements and NOI impacts of changes in ownership percentages, are excluded from comparable NOI. Other properties and activities such as Arena, federally assisted housing, military housing, straight-line rent adjustments and participation payments as a result of refinancing transactions 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. We believe 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. 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 earnings (loss) before income taxes, the most comparable financial measure calculated in accordance with GAAP, to NOI, a reconciliation of NOI to earnings (loss) before income taxes for each operating segment and a reconciliation from NOI to comparable NOI are included in this supplemental package.









5



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Corporate Headquarters
Forest City Realty Trust, 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 (“SEC”) for the year ended December 31, 2016, 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
Michael E. Lonsway
Executive Vice President - Planning
MikeLonsway@forestcity.net
Investor Presentations
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 ($.01 par value)
FCEB - Class B Common Stock ($.01 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 Realty Trust, 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.


6



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheets – (Unaudited)
 
March 31, 2017
December 31, 2016
 
(in thousands)
Assets
 
 
Real Estate
 
 
Completed rental properties
 
 
Office
$
3,515,014

$
3,603,480

Apartments
2,604,760

2,586,720

Retail
288,659

288,582

Total Operations
6,408,433

6,478,782

Recently-Opened Properties/Redevelopment
759,457

622,939

Corporate
10,646

10,626

Total completed rental properties
7,178,536

7,112,347

Projects under construction
 
 
Office
121,074

110,526

Apartments
320,656

399,332

Retail
8,171

6,457

Total projects under construction
449,901

516,315

Projects under development
 
 
Operating properties
2,382

1,637

Office
106,881

103,598

Apartments
101,904

113,430

Retail


Total projects under development
211,167

218,665

Total projects under construction and development
661,068

734,980

Land inventory
78,014

68,238

Total Real Estate
7,917,618

7,915,565

Less accumulated depreciation
(1,461,370
)
(1,442,006
)
Real Estate, net
6,456,248

6,473,559

Cash and equivalents
146,426

174,619

Restricted cash
142,352

149,300

Accounts receivable, net
214,022

208,563

Notes receivable
382,746

383,163

Investments in and advances to unconsolidated entities
557,775

564,779

Lease procurement costs, net
60,934

66,065

Prepaid expenses and other deferred costs, net
69,977

73,987

Intangible assets, net
126,164

134,562

Total Assets
$
8,156,644

$
8,228,597


7



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheets – (Unaudited)
 
March 31, 2017
December 31, 2016
 
(in thousands)
Liabilities and Equity
 
 
Liabilities
 
 
Nonrecourse mortgage debt and notes payable, net
 
 
Completed rental properties
 
 
Office
$
1,097,213

$
1,152,425

Apartments
1,404,628

1,396,088

Retail
140,093

141,160

Total Operations
2,641,934

2,689,673

Recently-Opened Properties/Redevelopment
334,733

292,083

Total completed rental properties
2,976,667

2,981,756

Projects under construction
 
 
Office
48,013

37,660

Apartments
55,501

69,996

Retail


Total projects under construction
103,514

107,656

Projects under development
 
 
Operating properties


Office


Apartments
31,666

31,421

Retail


Total projects under development
31,666

31,421

Total projects under construction and development
135,180

139,077

Land inventory


Nonrecourse mortgage debt and notes payable, net
3,111,847

3,120,833

Revolving credit facility


Term loan, net
333,368

333,268

Convertible senior debt, net
112,295

112,181

Construction payables
129,965

137,738

Operating accounts payable and accrued expenses
511,755

562,784

Accrued derivative liability
19,891

26,202

Total Accounts payable, accrued expenses and other liabilities
661,611

726,724

Cash distributions and losses in excess of investments in unconsolidated entities
132,874

150,592

Total Liabilities
4,351,995

4,443,598

Equity
 
 
Shareholders’ Equity
 
 
Shareholders’ equity before accumulated other comprehensive loss
3,326,753

3,298,248

Accumulated other comprehensive loss
(12,701
)
(14,410
)
Total Shareholders’ Equity
3,314,052

3,283,838

Noncontrolling interest
490,597

501,161

Total Equity
3,804,649

3,784,999

Total Liabilities and Equity
$
8,156,644

$
8,228,597



 
 
 
 
 

 
 
 
 
 

8



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Consolidated Statements of Operations – (Unaudited)
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Revenues
 
 
Rental
$
162,449

$
163,183

Tenant recoveries
25,932

31,590

Service and management fees
10,127

8,682

Parking and other
11,738

15,357

Arena


Land sales
5,760

3,933

Subsidized Senior Housing


Military Housing

3,518

Total revenues
216,006

226,263

Expenses
 
 
Property operating and management
78,793

89,920

Real estate taxes
21,200

24,466

Ground rent
3,888

3,639

Arena operating


Cost of land sales
2,001

340

Subsidized Senior Housing operating


Military Housing operating

2,730

Corporate general and administrative
15,583

17,112

Organizational transformation and termination benefits
4,525

8,720

 
125,990

146,927

Depreciation and amortization
63,555

63,211

Write-offs of abandoned development projects and demolition costs


Impairment of real estate

12,464

Total expenses
189,545

222,602

Operating Income
26,461

3,661

Interest and other income
10,272

9,654

Net gain on disposition of interest in unconsolidated entities


Interest expense
(27,975
)
(34,635
)
Amortization of mortgage procurement costs
(1,222
)
(1,665
)
Loss on extinguishment of debt
(2,843
)
(29,084
)
Earnings (loss) before income taxes and earnings from unconsolidated entities
4,693

(52,069
)
Equity in earnings
9,278

10,536

Net gain on disposition of interest in unconsolidated entities
17,701



26,979

10,536

Earnings (loss) before income taxes
31,672

(41,533
)
Income tax expense of taxable REIT subsidiaries
 
 
Current
51

922

Deferred

528

 
51

1,450

Earnings (loss) before gain on disposal of real estate
31,621

(42,983
)
Net gain (loss) on disposition of interest in development project
(113
)
136,117

Net gain on disposition of full or partial interests in rental properties, net of tax
9,303

89,641

Earnings from continuing operations
40,811

182,775

Discontinued operations, net of tax
 
 
Operating loss from rental properties

(1,126
)
Gain on disposition of disposal group

64,553

Equity in earnings (loss)

(822
)
 

62,605

Net earnings
40,811

245,380

Noncontrolling interests, gross of tax
 
 
(Earnings) loss from continuing operations attributable to noncontrolling interests
106

(2,121
)
Loss from discontinued operations attributable to noncontrolling interests

776

 
106

(1,345
)
Net earnings attributable to Forest City Realty Trust, Inc.
$
40,917

$
244,035

 
 
 
 
 
 
 
 
 
 
 
 

9

























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10



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – March 31, 2017
Completed Rental Properties - Operations
 
Q1 2017
 
Net Stabilized
 
Stabilized
 
Annualized
 
Nonrecourse
(Dollars in millions)
NOI (1)
 
Adjustments (2)
 
NOI
 
Stabilized NOI (3)
 
Debt, net (4)
Operations
A
 
B
 
=A+B
 

 
 
Office Real Estate
 
 


 
 
 


 
 
Life Science
 
 


 
 
 
 
 
 
Cambridge
$
20.0

 
$
0.1

 
$
20.1

 
$
80.4

 
$
(506.4
)
Other Life Science
3.8

 
(0.2
)
 
3.6

 
14.4

 
(102.6
)
New York
 
 


 
 
 
 
 
 
Manhattan
15.6

 
(1.5
)
 
14.1

 
56.4

 

Brooklyn
23.4

 

 
23.4

 
93.6

 
(409.0
)
Central Business District
3.8

 
(0.1
)
 
3.7

 
14.8

 
(136.0
)
Suburban/Other
3.3



 
3.3

 
13.2

 
(82.1
)
Subtotal Office
$
69.9

 
$
(1.7
)
 
$
68.2

 
$
272.8

 
$
(1,236.1
)
Apartment Real Estate
 
 


 
 
 
 
 
 
Apartments, Core Markets
$
34.4


$

 
$
34.4

 
$
137.6

 
$
(1,369.0
)
Apartments, Non-Core Markets
11.0

 

 
11.0

 
44.0

 
(325.3
)
Subtotal Apartment Product Type
$
45.4

 
$

 
$
45.4

 
$
181.6

 
$
(1,694.3
)
Federally Assisted Housing (5)
4.3

 
(0.4
)
 
3.9

 
15.6

 
(124.6
)
Subtotal Apartments
$
49.7

 
$
(0.4
)
 
$
49.3

 
$
197.2

 
$
(1,818.9
)
Retail Real Estate
 
 

 
 
 
 
 
 
Regional Malls
$
27.2

 
$
(1.5
)
 
$
25.7

 
$
102.8

 
$
(931.6
)
Specialty Retail Centers
12.2


0.1

 
12.3

 
49.2

 
(474.7
)
Subtotal Retail
$
39.4

 
$
(1.4
)
 
$
38.0

 
$
152.0

 
$
(1,406.3
)
Subtotal
$
159.0

 
$
(3.5
)
 
$
155.5

 
$
622.0

 
$
(4,461.3
)
Straight-line rent adjustments
2.8

 

 
2.8

 
11.2

 

Other Operations
(0.4
)
 

 
(0.4
)
 
(1.6
)
 

Total Operations
$
161.4

 
$
(3.5
)
 
$
157.9

 
$
631.6

 
$
(4,461.3
)
 
Development
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
$
(1.3
)
 
$
7.6

 
$
6.3

 
$
25.2

 
$
(111.1
)
Straight-line rent adjustments
0.1

 

 
0.1

 
0.4

 

Other Development
(6.9
)


 
(6.9
)
 
(27.6
)
 

Total Development
$
(8.1
)
 
$
7.6

 
$
(0.5
)
 
$
(2.0
)
 
$
(111.1
)
 
 
 
 
 
 
 
Book Value (4)
 
 
Projects under construction (6)
 
$
483.9

 
$
(177.7
)
Projects under development
 
$
264.3

 
$
(186.3
)
Land inventory:
 
 
 
 
Stapleton
 
$
50.2

 
$

Commercial Outlots
 
$
23.4

 
$

Other Tangible Assets
Cash and equivalents
 
$
217.6

 
 
Restricted cash
 
$
231.0

 
 
Accounts receivable, net (7) 
 
$
257.6

 
 
Notes receivable
 
$
408.5

 
 
Net investments and advances to unconsolidated entities
 
$
42.1

 
 
Prepaid expenses and other deferred costs, net
 
$
85.7

 
 
Recourse Debt and Other Liabilities
Revolving credit facility
 
$

 
 
Term loan, net
 
$
(333.4
)
 
 
Convertible senior debt, net
 
$
(112.3
)
 
 
Less: convertible debt
 
$
112.3

 
 
Construction payables
 
$
(123.3
)
 
 
Operating accounts payable and accrued expenses (8) 
 
$
(651.3
)
 
 
Share Data (in millions)
Diluted weighted average number of shares for the three months ended March 31, 2017
 
267.1

 
 

11



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components – March 31, 2017 (continued)
(1)
Q1 2017 Earnings Before Income Taxes reconciled to NOI for the three months ended March 31, 2017 in the Supplemental Operating Information section of this supplemental package.
(2)
The net stabilized adjustments column represents adjustments assumed to arrive at an estimated annualized stabilized NOI. We include stabilization adjustments to the Q1 2017 NOI as follows:
a)
We have removed Q1 2017 lease termination income from our Cambridge Life Science office portfolio.
b)
Due to the temporary decline in occupancy at 45/75 Sidney Street (Life Science), we have included a stabilization adjustment to the Q1 2017 NOI to arrive at our estimate of stabilized NOI. This temporary decline was due to one of our tenants relocating to 300 Massachusetts Ave (Life Science). This vacant space is currently leased and is completely occupied as of March 31, 2017.
c)
We have removed Q1 2017 lease termination income from our Manhattan Office portfolio.
d)
Due to quarterly fluctuations of NOI as a result of distribution restrictions from our limited-distribution federally assisted housing properties, we have included a stabilization adjustment to the Q1 2017 NOI to arrive at our estimate of stabilized NOI. Our estimate of stabilized NOI is based on the 2016 annual NOI of $15.6 million, which excludes NOI related to 6 properties in this portfolio that were sold in Q1 2017.
e)
Partial period NOI for recently sold properties has been removed in the Operations Segments.
f)
Due to the planned transfer of Boulevard Mall (Regional Malls) to the lender in a deed-in-lieu transaction during 2017, we have removed NOI and nonrecourse debt, net, related to this property.
g)
For recently-opened properties currently in initial lease-up periods included in the Development Segment, NOI is reflected at 5% of the company ownership 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. The following properties are currently in their initial lease-up periods:
        
 
Cost at 100%
Cost at Company Share
Lease Commitment % as of
Property
April 27, 2017
 
(in millions)
 
Office:
 
 
 
1812 Ashland Ave (Life Science)
$
61.2

$
61.2

75%
Apartments:
 
 
 
535 Carlton (Core Market)
$
168.1

$
53.3

21%
Eliot on 4th (Core Market)
$
143.7

$
38.6

9%
NorthxNorthwest (Core Market)
$
115.0

$
28.9

13%
461 Dean Street (Core Market)
$
195.6

$
195.6

39%
The Bixby (Core Market)
$
59.2

$
11.8

77%
Blossom Plaza (Core Market)
$
100.6

$
25.9

91%
The Yards - Arris (Core Market)
$
143.2

$
37.3

93%
 
$
986.6

$
452.6

 
NOI attributable to Kapolei Lofts, an apartment community on land in which we lease, is not included in NOI from lease-up properties. We consolidate the land lessor, who 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 company-share purposes.  In accordance with the waterfall provisions of the distribution Agreement, we expect to share in the net proceeds upon a sale of the project, which is not currently reflected on the NAV component schedule.
h)
Due to the planned redevelopment of Ballston Quarter (Development Segment; Recently-Opened Properties/Redevelopment), we have included a stabilization adjustment to the Q1 2017 NOI to arrive at $2.6 million, our estimate of annualized stabilized NOI following the completion of our planned redevelopment.
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)
Company ownership annualized stabilized NOI is calculated by taking the Q1 2017 stabilized NOI times a multiple of four.
(4)
Amounts represent the company’s share of each respective balance sheet line item as of March 31, 2017 and may be calculated using the financial information contained in the Appendix of this supplemental package. Due to the planned transfer of Boulevard Mall to the lender, we have removed nonrecourse debt, net, of $91.5 million related to this property.
(5)
Represents the remaining 41 federally assisted housing apartment communities. We recently signed a master purchase and sale agreement to dispose of this portfolio and expect to receive net proceeds of approximately $65 million. As of March 31, 2017, 6 properties have closed, representing $18.1 million in net proceeds.
(6)
We have removed $37.4 million of assets from projects under construction, which represents the costs on the balance sheet associated with the ongoing redevelopment of Ballston Quarter ($20.8 million) and the phased opening of 535 Carlton ($16.6 million). NOI for each of these is stabilized under Recently-Opened Properties/Redevelopment.
(7)
Includes $149.4 million of straight-line rent receivable (net of $9.1 million of allowance for doubtful accounts).
(8)
Includes $61.7 million of straight-line rent payable.

12



Forest City Realty Trust, Inc. and Subsidiaries
Selected Financial Information

Net Asset Value Components - Stabilized NOI - Q4 2016 vs. Q1 2017
The following represents the quarterly change in stabilized NOI used to estimate NAV, as a result of recent property openings, acquisitions or sales, as well as other portfolio changes. GAAP reconciliations for the beginning period can be found in prior supplemental packages furnished with the SEC and are available on our website at www.forestcity.net.
 
 
 
 
 
 
 
 
 
 
Net Asset Value Components - Stabilized NOI
 
 
 
Stabilized Adjustments
 
 
 
 
 
 
 
 
 
 
 
 
 
Q4 2016
 
Property
 
Property
 
Portfolio
 
Q1 2017
(Dollars in millions)
Stabilized NOI
 
Openings
 
Sales/Other (1)
 
NOI Changes
 
Stabilized NOI
Operations
 
 
 
 
 
 
 
 
 
Office Real Estate
 
 
 
 
 
 
 
 
 
Life Science
 
 
 
 
 
 
 
 
 
Cambridge
$
17.5

 
$

 
$

 
$
2.6

 
$
20.1

Other Life Science
3.4

 

 

 
0.2

 
3.6

New York
 
 
 
 
 
 
 
 
 
Manhattan
14.2

 

 

 
(0.1
)
 
14.1

Brooklyn
23.1

 

 

 
0.3

 
23.4

Central Business District
3.5

 

 

 
0.2

 
3.7

Suburban/Other
3.2

 

 

 
0.1

 
3.3

Subtotal Office
$
64.9

 
$

 
$

 
$
3.3

 
$
68.2

Apartment Real Estate
 
 
 
 
 
 
 
 
 
Apartments, Core Markets
$
33.5

 
$

 
$

 
$
0.9

 
$
34.4

Apartments, Non-Core Markets
10.7

 

 

 
0.3

 
11.0

Subtotal Apartment Product Type
$
44.2

 
$

 
$

 
$
1.2

 
$
45.4

Federally Assisted Housing (5)
4.9

 

 
(1.0
)
 

 
3.9

Subtotal Apartments
$
49.1

 
$

 
$
(1.0
)
 
$
1.2

 
$
49.3

Retail Real Estate
 
 
 
 
 
 
 
 
 
Regional Malls
$
28.7

 
$

 
$
(2.0
)
 
$
(1.0
)
 
$
25.7

Specialty Retail Centers
11.8

 

 
(0.2
)
 
0.7

 
12.3

Subtotal Retail
$
40.5

 
$

 
$
(2.2
)
 
$
(0.3
)
 
$
38.0

Subtotal
$
154.5

 
$

 
$
(3.2
)
 
$
4.2

 
$
155.5

Straight-line rent adjustments
1.8

 

 

 
1.0

 
2.8

Other Operations
(0.1
)
 

 

 
(0.3
)
 
(0.4
)
Total Operations
$
156.2

 
$

 
$
(3.2
)
 
$
4.9

 
$
157.9

 
 
 
 
 
 
 
 
 
 
Development Pipeline
  
 
  
 
  
 
  
 
  
Development
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
$
6.6

 
$
1.0

 
$

 
$
(1.3
)
 
$
6.3

Straight-line rent adjustments
0.4

 

 

 
(0.3
)
 
0.1

Other Development
(6.7
)
 

 

 
(0.2
)
 
(6.9
)
Total Development
$
0.3

 
$
1.0

 
$

 
$
(1.8
)
 
$
(0.5
)
Grand Total
$
156.5

 
$
1.0

 
$
(3.2
)
 
$
3.1

 
$
157.4


(1)
Reduction to Regional Malls represents the removal of NOI at Boulevard Mall due to the planned transfer to the lender in a deed-in-lieu transaction.






13

























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14



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Occupancy Data
Office and retail segment 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 the lease by gross leasable area (“GLA”). Occupancy data includes leases with original terms of one year or less.
 
Leased Occupancy
 
As of March 31,
Office
2017
2016
Comparable
93.5%
96.4%
Total
93.7%
94.9%
Retail
 
 
Comparable
93.6%
94.2%
Total
92.9%
94.2%
Apartment segment occupancy data represents economic occupancy, which is calculated by dividing the period-to-date gross potential rent less vacancy by gross potential rent. Apartment occupancy data excludes limited-distribution subsidized senior housing units.
 
Economic Occupancy
 
Three Months Ended March 31,
Apartments
2017
2016
Comparable
93.6%
94.3%
Total
93.6%
94.3%
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
fcrtex991_chart-39631a02.jpg

15



Forest City Realty Trust, 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

fcrtex991_chart-39652a02.jpg

(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 March 31, 2017 over the prior periods is primarily due to the exclusion of sales data at Boulevard Mall, which is planned to transfer to the lender in a deed-in-lieu transaction during 2017. With the comparable exclusion of Boulevard Mall sales data, sales per square foot for the rolling 12-months ended March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 would have been $570, $566, $561 and $567, respectively.









16



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


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

 
Same-Space Leases
 
Other New Leases
 
 
Quarter
Number
of Leases
Signed
GLA
Signed
Contractual
Rent Per
SF (1)
Expired 
Rent Per
SF (1)
Cash Basis 
% Change
over Prior
Rent
 
Number
of Leases
Signed
GLA
Signed
Contractual
Rent Per
SF (1)
 
Total GLA
Signed
Q2 2016
20

526,931

$
34.39

$
30.08

14.3
 %
 
4

12,503

$
18.12

 
539,434

Q3 2016
9

79,348

$
28.02

$
26.52

5.7
 %
 
5

8,227

$
22.71

 
87,575

Q4 2016
12

88,740

$
20.36

$
21.46

(5.1
)%
 
3

3,549

$
25.27

 
92,289

Q1 2017
15

148,260

$
62.17

$
51.85

19.9
 %
 
5

13,128

$
25.04

 
161,388

Total
56

843,279

$
37.20

$
32.67

13.9
 %
 
17

37,407

$
22.24

 
880,686

 
 
 
 
 
 
 
 
 
 
 
 

Retail Centers
The following tables represent those new leases and GLA signed and rent per square foot (“SF”) on the same space in which there was a former tenant and existing tenant renewals.
Regional Malls
Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q2 2016
23

 
49,196

 
$
60.15

 
$
55.57

 
8.2
%
 
Q3 2016
26

 
79,205

 
$
63.15

 
$
56.31

 
12.1
%
 
Q4 2016
14

 
53,130

 
$
153.75

 
$
137.47

 
11.8
%
 
Q1 2017
12

 
36,475

 
$
140.81

 
$
110.97

 
26.9
%
 
Total
75

 
218,006

 
$
97.54

 
$
85.08

 
14.6
%
 
 
 
 
 
 
 
 
 
 
 
 
Specialty Retail Centers
Quarter
Number
of Leases
Signed
 
GLA
Signed
 
Contractual
Rent Per SF (1)
 
Expired Rent 
Per SF (1)
 
Cash Basis %
Change over
Prior Rent
 
Q2 2016
1

 
1,050

 
$
40.00

 
$
33.00

 
21.2
%
 
Q3 2016
2

 
5,131

 
$
82.06

 
$
78.17

 
5.0
%
 
Q4 2016

 

 
$

 
$

 
0.0
%
 
Q1 2017

 

 
$

 
$

 
0.0
%
 
Total
3

 
6,181

 
$
74.91

 
$
70.50

 
6.3
%
 
 
 
 
 
 
 
 
 
 
 
 

(1)
Office and Retail 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 Realty Trust, 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.
 
 
 
 
 
 
 
 
 
 
Year-to-Date Comparison
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
Comparable Apartment
Leasable Units
 
Three Months Ended March 31,
 
 
Three Months Ended March 31,
 
Communities (1)
at Company % (3)
 
2017
2016
% Change
 
2017
2016
% Change
Core Markets
8,772

 
$
2,008

$
1,988

1.0
%
 
94.4
%
95.2
%
(0.8
)%
Non-Core Markets
7,954

 
$
994

$
973

2.2
%
 
91.7
%
92.1
%
(0.4
)%
Total Comparable Apartments
16,726

 
$
1,526

$
1,505

1.4
%
 
93.6
%
94.3
%
(0.7
)%
 
 
 
 
 
 
 
 
 
 

Sequential Comparison
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
 
 
 
Three Months Ended
 
 
Three Months Ended
 
Comparable Apartment
Leasable Units
 
March 31,
December 31,
 
 
March 31,
December 31,
 
Communities (1)
at Company % (3)
 
2017
2016
% Change
 
2017
2016
% Change
Core Markets
8,772

 
$
2,008

$
2,016

(0.4
)%
 
94.4
%
94.4
%

Non-Core Markets
7,954

 
$
994

$
991

0.3
 %
 
91.7
%
92.5
%
(0.8
)%
Total Comparable Apartments
16,726

 
$
1,526

$
1,528

(0.1
)%
 
93.6
%
93.8
%
(0.2
)%
 
 
 
 
 
 
 
 
 
 

(1)
Includes stabilized apartment communities completely opened and operated in the periods presented. These apartment communities include units leased at affordable apartment rates which provide a discount from average market rental rates. For the three months ended March 31, 2017, 15.2% of leasable units in core markets and 4.9% of leasable units in non-core markets were affordable housing units. Excludes limited-distribution federally assisted housing units.
(2)
Represents gross potential rent less concessions.
(3)
Leasable units represent our share of comparable leasable units at the apartment community.

18



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Comparable NOI
 
Three Months Ended
 
March 31, 2017
Office
(1.4
)%
Apartments
(0.3
)%
Retail
(1.2
)%
Total
(1.0
)%
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 to the SEC and are available on our website at www.forestcity.net.
Quarterly Historical Trends
 
 
 
 
Three Months Ended
 
 
March 31, 2017
 
December 31, 2016
 
September 30, 2016
 
June 30, 2016
 
March 31, 2016
 
Office
(1.4
)%
 
(0.4
)%
 
(0.4
)%
 
6.4
%
 
12.1
%
 
Apartments
(0.3
)%
 
1.1
 %
 
1.8
 %
 
3.0
%
 
7.8
%
 
Retail
(1.2
)%
 
(2.9
)%
 
1.6
 %
 
2.7
%
 
8.3
%
 
Total
(1.0
)%
 
(0.7
)%
 
0.8
 %
 
4.3
%
 
9.7
%
 
Annual Historical Trends
 
 
 
 
Years Ended
 
11 Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
 
Office
3.6
%
 
4.9
%
 
6.6
%
 
(6.4
)%
 
Apartments
3.3
%
 
4.7
%
 
4.3
%
 
4.7
 %
 
Retail
2.6
%
 
5.1
%
 
2.6
%
 
3.6
 %
 
Total
3.2
%
 
4.9
%
 
4.8
%
 
(0.2
)%
 
The table below provides comparable NOI margins for our Operations segments.
Year-to-Date and Annual Historical Trends - Margins on Comparable NOI
 
 
Three Months Ended
 
Years Ended
 
March 31, 2017
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
 
Office Segment
 
 
 
 
 
 
 
 
Life Science
69.2
%
 
60.1
%
 
58.7
%
 
58.5
%
 
New York
 
 
 
 
 
 
 
 
Manhattan
74.0
%
 
73.5
%
 
72.1
%
 
73.2
%
 
Brooklyn
53.2
%
 
53.0
%
 
51.4
%
 
50.5
%
 
Central Business District
49.3
%
 
47.5
%
 
45.1
%
 
46.0
%
 
Suburban/Other
65.0
%
 
68.5
%
 
66.3
%
 
66.0
%
 
Total Office Segment
61.8
%
 
59.0
%
 
57.3
%
 
57.1
%
 
Apartment Segment
 
 
 
 
 
 
 
 
Core Markets
61.4
%
 
61.6
%
 
60.8
%
 
60.7
%
 
Non-Core Markets
48.9
%
 
48.9
%
 
46.3
%
 
47.0
%
 
Total Apartment Segment
57.8
%
 
57.8
%
 
56.7
%
 
56.7
%
 
Retail Segment
 
 
 
 
 
 
 
 
Regional Malls
61.1
%
 
60.2
%
 
58.5
%
 
61.1
%
 
Specialty Retail Centers
60.7
%
 
58.7
%
 
48.7
%
 
47.8
%
 
Total Retail Segment
61.0
%
 
59.7
%
 
55.0
%
 
55.6
%
 
Total
60.3
%
 
58.9
%
 
56.4
%
 
56.6
%
 


19



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income (Non-GAAP) Detail (in thousands)
 
Three Months Ended March 31,
 
 
2017
2016
% Change
Office Segment
 
 
 
Comparable NOI
64,871

65,792

(1.4
)%
Non-Comparable NOI
5,075

4,147

 
Office Product Type NOI
69,946

69,939

 
Other NOI (1)
3,454

(521
)
 
Total Office Segment
73,400

69,418

 
Apartment Segment
 
 
 
Comparable NOI
45,328

45,443

(0.3
)%
Non-Comparable NOI
76

(1,129
)
 
Apartment Product Type NOI
45,404

44,314

 
Federally Assisted Housing
4,285

5,548

 
Other NOI (1)
(732
)
(4,201
)
 
Total Apartment Segment
48,957

45,661

 
Retail Segment
 
 
 
Comparable NOI
37,770

38,211

(1.2
)%
Non-Comparable NOI
1,593

4,234

 
Retail Product Type NOI
39,363

42,445

 
Other NOI (1)
(338
)
1,010

 
Total Retail Segment
39,025

43,455

 
Operations
 
 
 
Comparable NOI
147,969

149,446

(1.0
)%
Non-Comparable NOI (2)
6,744

7,252

 
Product Type NOI
154,713

156,698

 
Federally Assisted Housing
4,285

5,548

 
Other NOI (1):
 
 
 
Straight-line rent adjustments
2,798

1,848

 
Other Operations
(414
)
(5,560
)
 

2,384

(3,712
)
 
Total Operations
161,382

158,534

 
Development Segment
 
 
 
Recently-Opened Properties/Redevelopment
(1,252
)
629

 
Other Development (3)
(6,877
)
(11,303
)
 
Total Development Segment
(8,129
)
(10,674
)
 
Other Segment

2,502

 
Grand Total
$
153,253

$
150,362

 

(1)
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and management and service company overhead, net of service fee revenues.
(2)
Non-comparable NOI includes lease termination income of $2,140 for the three months ended March 31, 2017, compared with $334 for the three months ended March 31, 2016.
(3)
Includes straight-line adjustments, non-capitalizable development overhead and other costs on our development projects.

Summary of Corporate General and Administrative and Other NOI (in thousands)
 
Three Months Ended March 31,
 
 
2017
2016
Change
Corporate General and Administrative
$
(15,583
)
$
(17,112
)
$
1,529

Other Operations NOI
(414
)
(5,560
)
5,146

Other Development NOI
(6,877
)
(11,303
)
4,426

Total
$
(22,874
)
$
(33,975
)
$
11,101



20



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Product Type
(dollars in thousands)
Three Months Ended March 31, 2017
 
Three Months Ended March 31, 2016
producttypeq12017a01.jpg
NOI by Product Type in Operations
$
158,998

 
NOI by Product Type in Operations
$
162,246

Other NOI (2):
 
 
Other NOI (2):
 
Straight-line rent adjustments
2,798

 
Straight-line rent adjustments
1,848

Other Operations
(414
)
 
Other Operations
(5,560
)
 
2,384

 
 
(3,712
)
Recently-Opened Properties/Redevelopment
(1,252
)
 
Recently-Opened Properties/Redevelopment
629

Development Segment (3)
(6,877
)
 
Development Segment (3)
(11,303
)
Other Segment

 
Other Segment
2,502

Grand Total NOI
$
153,253

 
Grand Total NOI
$
150,362


(1)
Includes limited-distribution federally assisted housing.
(2)
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and management and service company overhead, net of service fee revenues.
(3)
Includes straight-line adjustments, non-capitalizable development overhead and other costs on our development projects.

21



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Net Operating Income by Core Market
(dollars in thousands)
Three Months Ended March 31, 2017
 
Three Months Ended March 31, 2016
coremarketq12017a05.jpg
NOI by Market in Operations
$
158,998

 
NOI by Market in Operations
$
162,246

Other NOI (3):
 
 
Other NOI (3):
 
Straight-line rent adjustments
2,798

 
Straight-line rent adjustments
1,848

Other Operations
(414
)
 
Other Operations
(5,560
)
 
2,384

 
 
(3,712
)
Recently-Opened Properties/Redevelopment
(1,252
)
 
Recently-Opened Properties/Redevelopment
629

Development Segment (4)
(6,877
)
 
Development Segment (4)
(11,303
)
Other Segment

 
Other Segment
2,502

Grand Total NOI
$
153,253

 
Grand Total NOI
$
150,362

(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 straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and management and service company overhead, net of service fee revenues.
(4)
Includes straight-line adjustments, non-capitalizable development overhead and other costs on our development projects.

22



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Earnings (Loss) Before Income Taxes (GAAP) to Net Operating Income (non-GAAP) (in thousands):
 
Three Months Ended March 31,
 
2017
2016
Earnings (loss) before income taxes (GAAP)
$
31,672

$
(41,533
)
Earnings from unconsolidated entities
(26,979
)
(10,536
)
Earnings (loss) before income taxes and earnings from unconsolidated entities
4,693

(52,069
)
Land sales
(5,760
)
(3,933
)
Cost of land sales
2,001

340

Other land development revenues
(1,105
)
(1,916
)
Other land development expenses
2,564

2,348

Corporate general and administrative expenses
15,583

17,112

Organizational transformation and termination benefits
4,525

8,720

Depreciation and amortization
63,555

63,211

Impairment of real estate

12,464

Interest and other income
(10,272
)
(9,654
)
Interest expense
27,975

34,635

Amortization of mortgage procurement costs
1,222

1,665

Loss on extinguishment of debt
2,843

29,084

NOI related to unconsolidated entities (1)
55,100

55,245

NOI related to noncontrolling interest (2)
(9,671
)
(8,088
)
NOI related to discontinued operations (3)

1,198

Net Operating Income (Non-GAAP)
$
153,253

$
150,362

 
 
 
(1) NOI related to unconsolidated entities:
 
 
Equity in earnings (GAAP)
$
9,278

$
10,536

Exclude non-NOI activity from unconsolidated entities:
 
 
Land and non-rental activity, net
(1,136
)
(941
)
Interest and other income
(1,525
)
(365
)
Write offs of abandoned development projects and demolition costs
351


Depreciation and amortization
23,089

21,674

Interest expense and extinguishment of debt
25,043

24,341

NOI related to unconsolidated entities
$
55,100

$
55,245

 
 
 
(2) NOI related to noncontrolling interest:
 
 
(Earnings) loss from continuing operations attributable to noncontrolling interests (GAAP)
$
106

$
(2,121
)
Exclude non-NOI activity from noncontrolling interests:
 
 
Land and non-rental activity, net
246

349

Interest and other income
524

377

Depreciation and amortization
(6,983
)
(4,519
)
Interest expense and extinguishment of debt
(3,564
)
(1,989
)
Loss on disposition of full or partial interests in rental properties

(185
)
NOI related to noncontrolling interest
$
(9,671
)
$
(8,088
)
 
 
 
(3) NOI related to discontinued operations:
 
 
Operating loss from discontinued operations, net of tax (GAAP)
$

$
(1,126
)
Less loss from discontinued operations attributable to noncontrolling interests

776

Exclude non-NOI activity from discontinued operations (net of noncontrolling interest):
 
 
Depreciation and amortization

56

Interest expense

1,738

Income tax benefit

(246
)
NOI related to discontinued operations
$

$
1,198


23



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Net Earnings Attributable to Forest City Realty Trust, Inc.
Net earnings attributable to Forest City Realty Trust, Inc. for the three months ended March 31, 2017 was $40,917,000 versus net earnings of $244,035,000 for the three months ended March 31, 2016. 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 - $(352,408,000)
$(209,001,000) related to decreased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2017 compared to 2016;
$(136,687,000) related to the net gain on disposition of the development site 625 Fulton Avenue in 2016; and
$(6,720,000) related to a combined fluctuation in revenues and operating expenses at properties in which we disposed of our full or partial interest during 2017 and 2016.
Financing Transactions - $35,512,000
$24,618,000 related to decreased losses on extinguishment of debt compared with 2016 primarily due to separate, privately negotiated exchange transactions involving a portion of our Senior Notes due 2016, 2018 and 2020 in 2016;
$13,863,000 primarily related to decreases in interest expense on nonrecourse mortgage debt due to the payoff of the nonrecourse mortgage debt for New York Times in 2016 and on corporate debt due to separate, privately negotiated exchange transactions involving certain of our Senior Notes due 2016, 2018 and 2020 in 2016. The decreases were offset by interest expense incurred on the Term Loan which we borrowed in full in November 2016;
$(6,071,000) related to an increase in interest expense in 2017 compared with 2016 due to decreased capitalized interest on projects under construction and development as we decreased our construction pipeline; and
$3,102,000 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.
Operations - $15,296,000
$11,101,000 primarily related to lower corporate general and administrative expenses and decreased costs in our operations and development management and service entities; and
$4,195,000 related to lower organizational transformation and termination benefits in 2017 compared with 2016.
Non-Cash Transactions - $13,094,000
$12,464,000 related to decreased impairment of real estate in 2017 compared to 2016; and
$630,000 related to a decrease in depreciation and amortization expense in 2017 compared with 2016 primarily due to the disposition of our partial interest in Westchester’s Ridge Hill and Shops at Wiregrass in 2016 as well as the full disposition of several properties in 2016 and 2017. This decrease was partially offset by recently opened properties.
Income Taxes
$82,771,000 due to decreased income tax expense primarily due to gains on sale of assets owned by our TRS in 2016. The tax expense in 2016 is primarily non-cash as it largely relates to the utilization of the deferred tax asset to offset the taxable gain on the various sales.


24



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


The interest expense and capital expenditure information shown below is for all of our consolidated investments. See the appendix for further information on noncontrolling interest share of these items plus our share of our unconsolidated investments’ interest expense and capital expenditures.
Interest Expense – The following table summarizes interest incurred, capitalized and paid on all forms of indebtedness.
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Amortization and mark-to-market adjustments of derivative instruments
$
(1,030
)
$
2,066

Interest incurred
33,756

43,838

Interest capitalized
(4,751
)
(11,269
)
Net interest expense
$
27,975

$
34,635


Capital Expenditures for our Operating Portfolio – Our diversified real estate portfolio requires capital expenditures, including tenant improvements, to maintain and improve its operating performance. The following table represents our capital expenditures by segment:
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Operating properties:
 
 
Office Segment
$
7,087

$
1,984

Apartment Segment
3,920

1,955

Retail Segment
163

771

Total operating properties
11,170

4,710

Corporate Segment
21


Tenant improvements:
 
 
Office Segment
7,215

7,517

Retail Segment
252

1,270

Total capital expenditures
$
18,658

$
13,497









25



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Earnings (Loss) to FFO
The table below reconciles net earnings (loss), the most comparable GAAP measure, to FFO, a non-GAAP measure.
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Net earnings attributable to Forest City Realty Trust, Inc. (GAAP)
$
40,917

$
244,035

Depreciation and Amortization—real estate (1)
78,349

78,862

Gain on disposition of full or partial interests in rental properties
(27,004
)
(99,758
)
Impairment of depreciable rental properties

12,464

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

55,036

FFO attributable to Forest City Realty Trust, Inc. (Non-GAAP)
$
92,262

$
290,639

FFO Per Share - Diluted
 
 
Numerator (in thousands):
 
 
FFO attributable to Forest City Realty Trust, Inc.
$
92,262

$
290,639

If-Converted Method (adjustments for interest):
 
 
4.250% Notes due 2018
778

1,472

3.625% Notes due 2020
363

918

FFO for per share data
$
93,403

$
293,029

Denominator:
 
 
Weighted average shares outstanding—Basic
258,797,277

257,951,076

Effect of stock options, restricted stock and performance shares
1,320,911

1,484,743

Effect of convertible debt
5,031,753

10,577,203

Effect of convertible 2006 Class A Common Units
1,910,625

1,940,788

Weighted average shares outstanding - Diluted
267,060,566

271,953,810

FFO Per Share - Diluted
$
0.35

$
1.08

(1)
The following table provides detail of depreciation and amortization:
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Full Consolidation
$
63,555

$
63,211

Non-Real Estate
(702
)
(819
)
Real Estate Full Consolidation
62,853

62,392

Real Estate related to noncontrolling interest
(6,696
)
(4,327
)
Real Estate Unconsolidated
22,192

20,762

Real Estate Discontinued Operations

35

Real Estate at Company share
$
78,349

$
78,862

(2)
The following table provides detail of income tax expense:
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Income tax expense on FFO
 
 
Operating Earnings:
 
 
Current taxes
$
51

$
3,629

Deferred taxes

24,157

Total income tax expense on FFO
51

27,786

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

$
(4,587
)
Deferred taxes

59,623

Total income tax expense on non-FFO

55,036

Grand Total
$
51

$
82,822



26



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information



Reconciliation of FFO to Operating FFO

Three Months Ended March 31,
 
 
2017
2016
% Change
 
(in thousands)
 
FFO attributable to Forest City Realty Trust, Inc.
$
92,262

$
290,639

 
Write-offs of abandoned development projects and demolition costs
351


 
Tax credit income
(2,691
)
(3,008
)
 
Loss on extinguishment of debt
4,466

29,084

 
Change in fair market value of nondesignated hedges
(1,502
)
1,396

 
Net gain on disposition of interest in development project

(136,687
)
 
Net gain on disposition of partial interest in other investment - Nets

(136,247
)
 
Straight-line rent adjustments
(2,942
)
(1,861
)
 
Organizational transformation and termination benefits
4,525

8,720

 
Nets pre-tax FFO

1,400

 
Income tax expense (benefit) on FFO
51

27,786

 
Operating FFO attributable to Forest City Realty Trust, Inc.
$
94,520

$
81,222

16.4%
If-Converted Method (adjustments for interest) (in thousands):
 
 
 
4.250% Notes due 2018
778

1,472

 
3.625% Notes due 2020
363

918

 
Operating FFO attributable to Forest City Realty Trust, Inc. (If-Converted)
$
95,661

$
83,612

 
Weighted average shares outstanding - Diluted
267,060,566

271,953,810

 

Reconciliation of NOI to Operating FFO
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
NOI attributable to Forest City Realty Trust, Inc.
$
153,253

$
150,362

Land sales
8,082

4,208

Other land development revenues
1,389

1,773

Cost of land sales
(3,910
)
(308
)
Other land development expenses
(2,371
)
(2,415
)
Corporate general and administrative expenses
(15,583
)
(17,112
)
Interest and other income
11,273

9,642

Interest expense
(47,831
)
(58,725
)
Amortization of mortgage procurement costs
(1,832
)
(2,406
)
Non-real estate depreciation and amortization
(702
)
(819
)
Tax credit income
(2,691
)
(3,008
)
Change in fair market value of nondesignated hedges
(1,502
)
1,396

Straight-line rent adjustments
(2,942
)
(1,861
)
Other
(113
)
495

Operating FFO attributable to Forest City Realty Trust, Inc.
$
94,520

$
81,222




27

Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Reconciliation of Net Earnings (Loss) (GAAP) to EBITDA (non-GAAP)
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Net earnings attributable to Forest City Realty Trust, Inc. (GAAP)
$
40,917

$
244,035

Depreciation and amortization
79,051

79,681

Interest expense (1)
47,831

58,725

Amortization of mortgage procurement costs
1,832

2,406

Income tax expense
51

82,822

EBITDA attributable to Forest City Realty Trust, Inc. (Non-GAAP)
$
169,682

$
467,669

Impairment of real estate

12,464

Net loss on extinguishment of debt
4,466

29,084

Net gain on disposition of interest in development project

(136,687
)
Net gain on disposition of partial interest in other investment - Nets

(136,247
)
Net gain on disposition of full or partial interests in rental properties
(27,004
)
(99,758
)
Nets pre-tax EBITDA

1,400

Organizational transformation and termination benefits
4,525

8,720

Adjusted EBITDA attributable to Forest City Realty Trust, Inc. (Non-GAAP)
$
151,669

$
146,645

 
As of March 31,
 
2017
2016
 
(in thousands)
Nonrecourse mortgage debt and notes payable, net, at company share
$
5,027,841

$
5,592,428

Revolving credit facility


Term loan, net
333,368


Convertible senior debt, net
112,295

111,838

Total debt
$
5,473,504

$
5,704,266

Less cash and equivalents
(217,643
)
(343,124
)
Net Debt
$
5,255,861

$
5,361,142

Net Debt to Adjusted EBITDA (Annualized)
8.7
x
9.1
x

(1)
The following table provides detail of interest expense:
 
Three Months Ended March 31,
 
2017
2016
 
(in thousands)
Full consolidation
$
27,975

$
34,635

Noncontrolling interest
(3,564
)
(1,989
)
Unconsolidated entities at Company share
23,420

24,341

Discontinued operations at Company share

1,738

Company share
$
47,831

$
58,725








28

Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information



fcrtex991_chart-45838a02.jpg



29

























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30



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Historical Trends

Through the implementation of our strategic plan, we approach our business by:
Focus on the Core: Aligning our business initiatives with our core markets and products as we develop, own and operate a high-quality portfolio;
Sustainable Capital Structure: Improving our metrics by paying down debt and activating our existing pipeline; and
Operational Excellence: Using the strength of the enterprise to maximize efficiency, effectiveness and customer satisfaction through improved business processes.

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 to the SEC and are available on our website at www.forestcity.net.

Development ratio is defined as total assets (less accumulated depreciation) divided by total projects under construction and development and land inventory. Total debt includes outstanding borrowings on our revolving credit facility, our term loan, net, convertible senior debt, net, nonrecourse mortgages and notes payable, net. All metrics are reflected at company share.

fcrtex991_chart-02941.jpg fcrtex991_chart-20626a01.jpg

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




31



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


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32



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Phased Openings and Projects Under Construction
March 31, 2017
 
 
 
 
 
 
 
Cost at Completion (b)
 
Cost Incurred to Date (c)
 
 
 
 
 
 
 
Anticipated
Legal
 
 
 
Cost at
 
 
Cost at
 
 
 
 
 
 
 
Opening
Ownership
Company
Cost
Company
 
Cost
Company
No. of
 
 
 
Lease %
 
Location
Date
(a)
% (a)
at 100%
Share
 
at 100%
Share
Units
 
GLA
 
(d)
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
2017 Phased Openings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apartments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Greenland Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
535 Carlton
Brooklyn, NY
Q1-17/Q2-17
30
%
(e)
30
%
 
$
168.1

$
53.3

 
$
165.5

$
47.5

298

 

 
21
%
550 Vanderbilt (condominiums)
Brooklyn, NY
Q1-17/Q3-17
30
%
(e)
30
%
 
362.7

96.8

 
284.8

81.9

278

 
7,000

 


Pacific Park - Parking (f)
Brooklyn, NY
Q1-17/Q3-17
30
%
(e)
30
%
 
46.2

4.1

 
35.9

1.1


 

 
 
Total Phased Openings
$
577.0

$
154.2

 
$
486.2

$
130.5

576

 
7,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apartments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Axis (Broadway and Hill)
Los Angeles, CA
Q2-17/Q3-17
25
%
 
25
%
 
$
140.4

$
36.3

 
$
122.0

$
36.2

391

 
15,000

 
 
Ardan (West Village II)
Dallas, TX
Q1-18/Q2-18
25
%
 
25
%
 
122.1

31.3

 
49.0

14.7

389

 
4,250

 
 
 
 
 
 
 
 
 
$
262.5

$
67.6

 
$
171.0

$
50.9

780

 
19,250

 
 
Greenland Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38 Sixth Ave
Brooklyn, NY
Q2-17/Q3-17
30
%
(e)
30
%
 
202.7

62.0

 
166.6

47.8

303

 
28,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mint Town Center (Town Center Wrap)
Denver, CO
Q2-17/Q4-17
95
%
 
95
%
 
93.1

88.4

 
55.1

52.4

399

 
7,000

 
 
VYV (Hudson Exchange)
Jersey City, NJ
Q3-17/Q1-18
50
%
(e)
50
%
 
214.3

107.1

 
161.7

81.9

421

 
9,000

 
 
Ballston Quarter Residential
Arlington, VA
Q3-18/Q1-19
51
%
(e)
51
%
 
178.3

90.9

 
31.8

17.8

406

 
53,000

 
 
The Yards - The Guild
Washington, D.C.
Q4-18
0
%
(g)
0
%
 
91.1

0.0

 
22.9

0.0

191

 
6,000

 
 
Capper 769
Washington, D.C.
Q1-19
25
%
(e)
25
%
 
72.3

18.1

 
13.3

3.3

179

 

 
 
 
 
 
 
 
 
 
$
1,114.3

$
434.1

 
$
622.4

$
254.1

2,679

 
122,250

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

164.1

 
121.1

121.1


 
235,000

 
44
%
Retail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Yards - District Winery
Washington, D.C.
Q4-17
100
%
 
100
%
 
$
10.6

$
10.6

 
$
8.2

$
8.2


 
16,150

 
100
%
Ballston Quarter Redevelopment
Arlington, VA
Q3-18
51
%
(e)
51
%
 
83.1

42.4

 
33.0

20.8


 
307,000

 
40
%
 
 
 
 
 
 
 
$
93.7

$
53.0

 
$
41.2

$
29.0


 
323,150

 
 
Total Projects Under Construction (h)
$
1,372.1

$
651.2

 
$
784.7

$
404.2



 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated Initial Yield on Cost
5.6% - 6.1%

(i)
 
 
 
 
 
 
 
See footnotes on the following page.





33



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Property Openings
March 31, 2017
 
 
 
 
 
 
 
Cost at Completion (b)
 
 
 
 
 
 
 
Date
Legal
 
Cost
Cost at
No. of
 
 
 
 
 
Location
Opened
Ownership (a)
Company % (a)
at 100%
Company Share
Units
 
GLA
 
Lease % (d)
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
2017 Property Openings
 
 
 
 
 
 
 
 
 
 
 
 
 
Apartments:
 
 
 
 
 
 
 
 
 
 
 
 
 
461 Dean Street
Brooklyn, NY
Q3-16/Q1-17
100
%
 
100
%
 
$
195.6

$
195.6

363

 
4,000

 
39
%
The Bixby (j)
Washington, D.C.
Q3-16/Q2-17
25
%
(e)
25
%
 
59.2

11.8

195

 

 
77
%
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
Eliot on 4th (j)
Washington, D.C.
Q1-17/Q2-17
25
%
 
25
%
 
$
143.7

$
38.6

365

 
5,000

 
9
%
NorthxNorthwest
Philadelphia, PA
Q4-16/Q1-17
25
%
 
25
%
 
115.0

28.9

286

 

 
13
%
 
 
 
 
 
 
 
$
258.7

$
67.5

651

 
5,000

 
 
Total Property Openings
$
513.5

$
274.9

 
 
 
 
 
(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)
Represents estimated project costs to achieve stabilization, at 100% and the Company’s share, respectively. Amounts exclude capitalized interest not allocated to the underlying joint venture.
(c)
Represents total capitalized project costs incurred to date, at 100% and the Company’s share, respectively, including all capitalized interest related to the development project.
(d)
Lease commitments as of April 27, 2017.
(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 its investments in a VIE.
(f)
Expected to include 370 parking spaces.
(g)
Represents an apartment community under construction in which the Company has a 0% legal ownership in. However, the Company is the project developer, on a fee basis. In addition, the Company has issued a project completion guarantee to the first mortgagee and is funding a portion of the construction costs through a mezzanine loan to the owner. As a result, the Company determined it was the primary beneficiary of this variable interest entity and has consolidated the project.
(h)
Of the remaining project costs, the Company has undrawn construction loan commitments of $304.7 million at the company’s share ($618.9 million at 100%).
(i)
Range of estimated initial yield on cost for projects under construction is calculated using estimated company-share initial stabilized NOI divided by the company’s share of project cost per above, net of anticipated subsidies and other cost adjustments.
(j)
As of March 31, 2017, construction on these properties is complete. The properties are open and have received partial tenant certificates of occupancy, 144 of 195 for The Bixby and 112 of 365 for Eliot on 4th, and are awaiting remaining tenant certificates of occupancy.



34



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Projects Under Development
March 31, 2017

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, we believe 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 company ownership costs of $182.7 million ($158.2 million at full consolidation) of Projects Under Development on our balance sheet and company ownership mortgage debt, net of $164.8 million ($10.1 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 and more than 8 acres of landscaped open space. Included in the square feet of residential entitlements is 250,000 square feet of amenity retail that will reside in the base of the various buildings. The project is also currently entitled for approximately 1 million square feet of office space. 38 Sixth Ave, a 303-unit, 100% affordable rental building, is currently under construction. Current partially opened projects include 535 Carlton, a 100% affordable rental building with 298 apartment units, 550 Vanderbilt, a 278-unit condominium building and parking garages which are expected to include 370 parking spaces. 461 Dean Street, a 50% market-rate and 50% affordable rental building with 363 apartment units, is complete.
2)
The Yards - Washington, D.C.
The Yards is a fully entitled, 53-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 3,000 residential units, 1.8 million square feet of office space and approximately 400,000 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 715 apartment units and 178,000 square feet of retail. Currently under construction is the District Winery, a 16,150 square-foot retail building, which is 100% leased to a single tenant and The Guild, a 191-unit apartment building.
3) Waterfront Station - Washington, D.C.
Located in Southwest Washington, D.C., Waterfront Station is adjacent to the Waterfront MetroRail station. At full build-out, Waterfront Station is expected to include 980 apartment units and 40,000 square feet of retail stores and restaurants. Currently completed is a 365-unit apartment building, Eliot on 4th.
4) Pier 70 - San Francisco, CA
Pier 70 is a former shipyard on San Francisco’s eastern waterfront. Our 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 350,000 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. The provided ranges for commercial and residential uses are the result of a flexible zoning approach taken with a select number of parcels, allowing either commercial or residential uses. Project entitlements are anticipated in Q4-2017 through the Port Commission, Planning Commission and Board of Supervisors.
5) 5M - San Francisco, CA
5M is a fully entitled, 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 three existing historic buildings, including 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.

6) Hudson Exchange - Jersey City, NJ
Hudson Exchange is a partnership with G&S Investors, the owner of an 18-acre parcel of land, three miles from downtown Manhattan in the waterfront section of Jersey City.  At full build-out, the project is expected to include up to 5,400 apartment units in twelve towers and 350,000 square feet of amenity retail and dining space. Currently under construction is VYV, a 421-unit apartment building.


35



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Operating Information


Development Pipeline
Summary of Development Projects
March 31, 2017

Below is a summary of our active large scale development projects in core markets, as well as other projects in core and non-core markets along with the related developable square feet, by product type. These development opportunities are in a wide range of various stages, including but not limited to, being entitled for its intended development purposes and ready for construction to merely being controlled through a land option. The other product type includes condominiums and hotels. Amounts exclude any currently open or under construction projects within the larger overall development project and are shown at 100% and our estimated ownership share.

Developable Square Feet
Square Feet at 100%
 
Square Feet at Company Share
 
 
Office
Apartments
Retail
Other
Total
 
Office
Apartments
Retail
Other
Total
Projects under development balance
Development Projects - Core Markets
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Pacific Park Brooklyn - Brooklyn, NY
1,068,190

3,858,724


944,877

5,871,791

 
320,457

1,157,617


283,463

1,761,537

$
21,111

The Yards - Washington, D.C.
1,838,702

2,060,342

263,384

471,897

4,634,325

 
1,838,702

2,038,290

263,384

471,897

4,612,273

72,137

Waterfront Station - Washington, D.C.

634,441

57,949


692,390

 

285,498

26,078


311,576

10,012

Pier 70 - San Francisco, CA
1,200,936

865,412

363,104

772,250

3,201,702

 
1,200,936

865,412

363,104

772,250

3,201,702

32,503

5M - San Francisco, CA
801,327

260,203

36,478

552,252

1,650,260

 
133,020

43,194

6,055

91,674

273,943

30,041

Stapleton - Denver, CO
3,494,444

2,260,722

200,000

270,000

6,225,166

 
3,145,000

2,034,650

180,000

243,000

5,602,650


Hudson Exchange - Jersey City, NJ

5,952,232

350,000


6,302,232

 

2,976,120

175,000


3,151,120

11,290

Other
414,344

935,000

252,373


1,601,717

 
62,152

467,500

233,356


763,008

5,640

 
8,817,943

16,827,076

1,523,288

3,011,276

30,179,583

 
6,700,267

9,868,281

1,246,977

1,862,284

19,677,809

$
182,734

Development Projects - Non Core Markets
1,590,895

374,217

99,744


2,064,856

 
1,590,895

374,217

99,744


2,064,856

58,407

Projects under development - Operating Properties





 





23,155

Total
10,408,838

17,201,293

1,623,032

3,011,276

32,244,439

 
8,291,162

10,242,498

1,346,721

1,862,284

21,742,665

$
264,296

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:
Stapleton
Stapleton, a 90% owned entity, represents one of the nation’s largest urban redevelopments. At full build-out of 4,700 acres or 7.5 square miles, Stapleton is planned for more than 12,000 homes and apartments, 3 million square feet of retail and 10 million square feet of office/research and development/industrial space. Located 10 minutes east of Downtown Denver and 20 minutes from Denver International Airport, Stapleton is expected to be home to 30,000 residents and 35,000 workers when complete. As of March 31, 2017, we own 484 gross acres, of which 185 acres are saleable. We also have an option to purchase an additional 408 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 7.4-acre parcel of undeveloped land located in downtown Las Vegas, NV adjacent to the City Hall.

36

























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37



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial Information

Common Stock Data (NYSE: FCE A and FCE B)
The following summarizes information related to the Company’s Class A and Class B common stock based on information reported by the New York Stock Exchange:
 
 
Quarter Ended
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
Class A Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
21.78

 
$
20.84

 
$
23.13

 
$
22.31

 
$
21.09

High Sales Price
$
23.42

 
$
23.08

 
$
24.22

 
$
23.56

 
$
22.22

Low Sales Price
$
20.25

 
$
17.79

 
$
22.24

 
$
20.50

 
$
16.44

Average Sales Price
$
22.11

 
$
20.29

 
$
23.35

 
$
21.77

 
$
19.64

Total Volume
114,635,533

 
114,234,232

 
74,328,684

 
60,999,364

 
147,110,090

Average Volume
1,848,960

 
1,813,242

 
1,161,386

 
953,115

 
2,411,641

Common shares outstanding, end of period
240,443,569

 
239,937,796

 
239,926,928

 
239,891,378

 
239,592,160

Class B Common Stock
 
 
 
 
 
 
 
 
 
Closing Price, end of period
$
28.31

 
$
26.93

 
$
23.11

 
$
22.19

 
$
21.10

High Sales Price
$
30.32

 
$
28.41

 
$
24.84

 
$
23.20

 
$
22.50

Low Sales Price
$
26.25

 
$
18.00

 
$
22.29

 
$
20.60

 
$
16.59

Average Sales Price
$
28.63

 
$
22.21

 
$
23.47

 
$
21.80

 
$
19.65

Total Volume
85,539

 
211,574

 
73,494

 
61,451

 
51,192

Average Volume
1,380

 
3,358

 
1,148

 
960

 
839

Common shares outstanding, end of period
18,788,163

 
18,788,169

 
18,788,169

 
18,788,287

 
18,792,687

Common Equity Market Capitalization
$
5,768,753,827

 
$
5,506,269,060

 
$
5,983,704,430

 
$
5,768,888,732

 
$
5,449,524,350

Quarterly dividends declared and paid per Class A and Class B common share
$
0.09

 
$
0.06

 
$
0.06

 
$
0.06

 
$
0.06

Special, one-time distribution declared and paid per Class A and Class B common share (1)
$

 
$

 
$

 
$

 
$
0.10


(1)
To satisfy our estimated cumulative positive Earnings and Profit dividend of our predecessor, Forest City Enterprises, Inc., as a result of our conversion to REIT status.

Financial Covenants
Our revolving credit facility and term loan facility contain certain identical restrictive financial covenants. A summary of the key financial covenants as defined in the agreements, all of which we are compliant with at March 31, 2017, follows:

 
Requirement
Per  Agreements
 
As of
March 31, 2017
 
As of
December 31, 2016
 
As of
September 30, 2016
 
As of
June 30, 2016
Credit Facility Financial Covenants 
 
 
 
 
 
 
 
 
 
Maximum Total Leverage Ratio
≤65%
 
48.27
%
 
49.45
%
 
50.96
%
 
49.27
%
Maximum Secured Leverage Ratio
≤55%
 
44.54
%
 
45.49
%
 
51.08
%
 
49.52
%
Maximum Secured Recourse Leverage Ratio 
≤15%
 
0.00
%
 
0.00
%
 
0.00
%
 
0.00
%
Maximum Unsecured Leverage Ratio
≤60%
 
18.72
%
 
19.86
%
 
0.00
%
 
0.00
%
Minimum Fixed Charge Coverage Ratio
≥1.50x
 
2.00
x
 
1.95
x
 
1.74
x
 
1.85
x
Minimum Unencumbered Interest Coverage Ratio
≥1.50x
 
9.73
x
 
10.07
x
 
4.72
x
 
3.99
x







38



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial Information

Nonrecourse Debt Maturities Table (dollars in thousands)
As of March 31, 2017

 
Year Ending December 31, 2017
 
Year Ending December 31, 2018
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
179,829

$
11,177

$
127,971

$
296,623

 
$
208,394

$
7,827

$
252,147

$
452,714

Weighted average rate
5.97
%
6.23
%
5.33
%
5.68
%
 
4.53
%
3.55
%
4.99
%
4.80
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
38,236

4,661

1,919

35,494

 
155,275

107,002

251,327

299,600

Weighted average rate
3.61
%
3.59
%
3.65
%
3.61
%
 
3.42
%
3.16
%
4.79
%
4.66
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt




 
100,740

1,616

20,000

119,124

Weighted average rate




 
1.85
%
1.77
%
2.51
%
1.96
%
Total variable-rate debt
38,236

4,661

1,919

35,494

 
256,015

108,618

271,327

418,724

Total Nonrecourse Debt
$
218,065

$
15,838

$
129,890

$
332,117

 
$
464,409

$
116,445

$
523,474

$
871,438

Weighted Average Rate
5.55
%
5.45
%
5.30
%
5.46
%
 
3.57
%
3.16
%
4.80
%
4.36
%
 
 
 
 
 
 
 
 
 
 
 
Year Ending December 31, 2019
 
Year Ending December 31, 2020
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
108,176

$
4,464

$
35,465

$
139,177

 
$
160,603

$
23,838

$
154,590

$
291,355

Weighted average rate
4.03
%
4.18
%
5.45
%
4.39
%
 
5.03
%
4.35
%
4.88
%
5.00
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
338,130

125,423

99,042

311,749

 
49,425


1,092

50,517

Weighted average rate
2.78
%
2.60
%
4.31
%
3.33
%
 
3.34
%

2.71
%
3.32
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
8,500



8,500

 




Weighted average rate    
3.89
%


3.89
%
 




Total variable-rate debt
346,630

125,423

99,042

320,249

 
49,425


1,092

50,517

Total Nonrecourse Debt
$
454,806

$
129,887

$
134,507

$
459,426

 
$
210,028

$
23,838

$
155,682

$
341,872

Weighted Average Rate
3.09
%
2.65
%
4.61
%
3.66
%
 
4.63
%
4.35
%
4.86
%
4.76
%

39



Forest City Realty Trust, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of March 31, 2017

 
Year Ending December 31, 2021
 
Thereafter
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
170,583

$
5,068

$
60,541

$
226,056

 
$
1,079,737

$
102,703

$
1,299,790

$
2,276,824

Weighted average rate
4.65
%
3.44
%
4.78
%
4.72
%
 
3.99
%
4.40
%
4.06
%
4.01
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
20,741


600

21,341

 
23,398


751

24,149

Weighted average rate
4.69
%

1.87
%
4.61
%
 
3.33
%

1.87
%
3.28
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt




 
505,666

147,114

169,647

528,199

Weighted average rate




 
1.81
%
1.74
%
2.02
%
1.90
%
Total variable-rate debt
20,741


600

21,341

 
529,064

147,114

170,398

552,348

Total Nonrecourse Debt
$
191,324

$
5,068

$
61,141

$
247,397

 
$
1,608,801

$
249,817

$
1,470,188

$
2,829,172

Weighted Average Rate
4.66
%
3.44
%
4.75
%
4.71
%
 
3.29
%
2.84
%
3.82
%
3.61
%
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
 
 
 
 
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
1,907,322

$
155,077

$
1,930,504

$
3,682,749

 
 
 
 
 
Weighted average rate
4.38
%
4.45
%
4.38
%
4.38
%
 
 
 
 
 
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
625,205

237,086

354,731

742,850

 
 
 
 
 
Weighted average rate
3.11
%
2.87
%
4.63
%
3.92
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
614,906

148,730

189,647

655,823

 
 
 
 
 
Weighted average rate    
1.84
%
1.74
%
2.07
%
1.93
%
 
 
 
 
 
Total variable-rate debt
1,240,111

385,816

544,378

1,398,673

 
 
 
 
 
Total Nonrecourse Debt
$
3,147,433

$
540,893

$
2,474,882

$
5,081,422

 
 
 
 
 
Net unamortized mortgage procurement costs
(35,586
)
(8,429
)
(26,424
)
$
(53,581
)
 
 
 
 
 
Total Nonrecourse Debt, net
$
3,111,847

$
532,464

$
2,448,458

$
5,027,841

 
 
 
 
 
Weighted Average Rate
3.64
%
3.01
%
4.24
%
4.00
%
 
 
 
 
 
 

40






Forest City Realty Trust, Inc. and Subsidiaries - Appendix
First Quarter 2017
Index
General Information
Selected Financial Information
 
Asset, Liability and Equity Information
Revenue and Expense Information
Interest Expense Information
Capital Expenditures Information
Adjusted EBITDA and NOI by Segment - Fully Consolidated Entities, Noncontrolling Interest, Company Share of Unconsolidated Entities and Company Share of Discontinued Operations


41



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - General Information


General Information

This appendix to this supplemental package contains certain financial information of entities accounted for using the full consolidated accounting method (“Fully Consolidated Entities”), financial information on our partners share of entities accounted for using the full consolidated accounting method (“Noncontrolling Interest”), financial information on our share of entities that we do not control and therefore account for using the equity method of accounting (“Company Share of Unconsolidated Entities”) and financial information on our share of entities qualifying for discontinued operations reporting (“Company Share of Discontinued Operations”).

Amounts in columns labeled “Fully Consolidated Entities” represent 100% of the activity related to all entities that are consolidated under GAAP. Amounts in the columns labeled “Company Share of Unconsolidated Entities” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income during the period when applying the equity method of accounting. Similar calculations were performed for the amounts in the columns labeled “Noncontrolling Interest”, which represent assets we consolidate but own less than 100%, and amounts in the columns labeled “Company Share of Discontinued Operations”. A financial statement user is able to calculate Total Company Ownership by beginning with the “Fully Consolidated Entities” column, subtracting the column labeled “Noncontrolling Interest” and adding the columns labeled “Company Share of Unconsolidated Entities” and “Company Share of Discontinued Operations”.

We believe disclosing financial information on Fully Consolidated Entities, Noncontrolling Interest, Company Share of Unconsolidated Entities and Company Share of Discontinued Operations is essential to allow our financial statement users the ability to arrive at our Total Company Ownership for all of our ownership interests, irrespective of the accounting method used to account for the entity. We believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated joint ventures when read in conjunction with the Company’s results under GAAP. The calculation of Total Company Ownership financial information has limitations as an analytical tool. Some of these limitations include:

The amounts shown in the Noncontrolling Interest, Company Share of Unconsolidated Entities and Company Share of Discontinued Operations columns were derived by applying our ownership percentage interest used to arrive at our share of net income during the period when applying the equity method of accounting and calculating income/loss to minority partners under noncontrolling interest accounting as well as our share of entities qualifying for discontinued operations reporting and may not accurately depict the legal and economic implications of holding a non-controlling interest of an entity; and

Other companies in our industry may calculate their total company ownership amounts differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, the calculation of Total Company Ownership should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We suggest you compensate for these limitations by relying primarily on our GAAP results and using the Total Company Ownership information only supplementally.


42



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - Asset, Liability and Equity Information


 
March 31, 2017
 
December 31, 2016
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
(in thousands)
Assets
 
 
 
 
 
Real Estate
 
 
 
 
 
Completed rental properties
 
 
 
 
 
Office
$
110,477

$
217,961

 
$
110,427

$
137,312

Apartments
376,396

923,276

 
374,128

970,009

Retail

1,974,873

 

1,979,903

Total Operations
486,873

3,116,110

 
484,555

3,087,224

Recently-Opened Properties/Redevelopment
399,069

75,460

 
339,735

123,511

Corporate


 


Total completed rental properties
885,942

3,191,570

 
824,290

3,210,735

Projects under construction
 
 
 
 
 
Office


 


Apartments
200,503

251,071

 
210,836

251,938

Retail

20,803

 

17,618

Total projects under construction
200,503

271,874

 
210,836

269,556

Projects under development
 
 
 
 
 
Operating properties

20,773

 

24,121

Office
9,233

3,289

 
9,021

3,287

Apartments

36,980

 

26,092

Retail

1,320

 

1,320

Total projects under development
9,233

62,362

 
9,021

54,820

Total projects under construction and development
209,736

334,236

 
219,857

324,376

Land inventory
5,761

1,396

 
5,026

4,359

Total Real Estate
1,101,439

3,527,202

 
1,049,173

3,539,470

Less accumulated depreciation
(97,332
)
(787,410
)
 
(90,917
)
(790,385
)
Real Estate, net
1,004,107

2,739,792

 
958,256

2,749,085

Cash and equivalents
25,969

97,186

 
22,269

69,128

Restricted cash
9,589

98,276

 
7,429

109,093

Accounts receivable, net
11,242

54,868

 
9,693

55,751

Notes receivable
(5,670
)
20,111

 
12,343

17,239

Investments in and advances to unconsolidated entities
(59,732
)
(568,620
)
 
(58,189
)
(569,864
)
Lease procurement costs, net
3,290

60,480

 
3,040

60,150

Prepaid expenses and other deferred costs, net
6,546

22,307

 
7,192

23,458

Intangible assets, net
13,854

12,157

 
14,008

12,446

Total Assets
$
1,009,195

$
2,536,557

 
$
976,041

$
2,526,486













43



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - Asset, Liability and Equity Information


 
March 31, 2017
 
December 31, 2016
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
(in thousands)
Liabilities and Equity
 
 
 
 
 
Liabilities
 
 
 
 
 
Nonrecourse mortgage debt and notes payable, net
 
 
 
 
 
Completed rental properties
 
 
 
 
 
Office
$
41,330

$
180,184

 
$
41,605

$
112,409

Apartments
210,674

624,945

 
209,660

643,307

Retail

1,357,670

 

1,366,375

Total Operations
252,004

2,162,799

 
251,265

2,122,091

Recently-Opened Properties/Redevelopment
250,762

27,086

 
207,577

75,482

Total completed rental properties
502,766

2,189,885

 
458,842

2,197,573

Projects under construction
 
 
 
 
 
Office


 


Apartments
29,698

103,909

 
49,485

98,497

Retail


 


Total projects under construction
29,698

103,909

 
49,485

98,497

Projects under development
 
 
 
 
 
Operating properties


 


Office


 


Apartments

154,664

 

154,599

Retail


 


Total projects under development

154,664

 

154,599

Total projects under construction and development
29,698

258,573

 
49,485

253,096

Land inventory


 


Nonrecourse mortgage debt and notes payable, net
532,464

2,448,458

 
508,327

2,450,669

Revolving credit facility


 


Term loan, net


 


Convertible senior debt, net


 


Construction payables
50,773

44,124

 
53,749

65,684

Operating accounts payable and accrued expenses
43,593

183,162

 
27,753

161,767

Accrued derivative liability
323

3,733

 
654

4,543

Total Accounts payable, accrued expenses and other liabilities
94,689

231,019

 
82,156

231,994

Cash distributions and losses in excess of investments in unconsolidated entities
(16,843
)
(142,920
)
 
(16,603
)
(156,177
)
Total Liabilities
610,310

2,536,557

 
573,880

2,526,486

Equity
 
 
 
 
 
Shareholders’ Equity
 
 
 
 
 
Shareholders’ equity before accumulated other comprehensive loss


 


Accumulated other comprehensive loss


 


Total Shareholders’ Equity


 


Noncontrolling interest
398,885


 
402,161


Total Equity
398,885


 
402,161


Total Liabilities and Equity
$
1,009,195

$
2,536,557

 
$
976,041

$
2,526,486




44



Forest City Realty Trust, Inc. and Subsidiaries
Appendix - Revenue and Expense Information


 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
 
Three Months Ended March 31, 2016
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
Company Share of Discontinued Operations
 
(in thousands)
Revenues
 
 
 
 
 
 
Rental
$
16,164

$
63,399

 
$
12,788

$
61,028

$

Tenant recoveries
1,746

17,691

 
1,597

16,012


Service and management fees
41

2,532

 
38

1,603


Parking and other
1,008

4,772

 
831

4,273


Arena


 


8,136

Land sales
530

2,852

 
391

666


Subsidized Senior Housing

12,016

 

12,889


Military Housing


 

971


Total revenues
19,489

103,262

 
15,645

97,442

8,136

Expenses
 
 
 
 
 
 
Property operating and management
7,276

25,448

 
5,164

23,224


Real estate taxes
2,145

8,777

 
1,960

7,775


Ground rent
52

2,785

 
134

2,658


Arena operating


 


6,938

Cost of land sales
159

2,068

 
32



Subsidized Senior Housing operating

8,008

 

7,721


Military Housing operating


 

455


Corporate general and administrative


 



Organizational transformation and termination benefits


 



 
9,632

47,086

 
7,290

41,833

6,938

Depreciation and amortization
6,696

22,192

 
4,327

20,762

35

Write-offs of abandoned development projects and demolition costs

351

 



Impairment of real estate


 



Total expenses
16,328

69,629

 
11,617

62,595

6,973

Operating income
3,161

33,633

 
4,028

34,847

1,163

Interest and other income
524

1,525

 
377

365


Net gain on disposition of interest in unconsolidated entities

17,701

 



Interest expense
(3,564
)
(23,420
)
 
(1,989
)
(24,341
)
(1,738
)
Amortization of mortgage procurement costs
(287
)
(897
)
 
(192
)
(912
)
(21
)
Loss on extinguishment of debt

(1,623
)
 



Earnings (loss) before income taxes and earnings (loss) from unconsolidated entities
(166
)
26,919

 
2,224

9,959

(596
)
Equity in earnings
60

(9,218
)
 
82

(9,959
)
(1,400
)
Net gain on disposition of interest in unconsolidated entities

(17,701
)
 



 
60

(26,919
)
 
82

(9,959
)
(1,400
)
Earnings (loss) before income taxes
(106
)

 
2,306


(1,996
)
Income tax expense (benefit) of taxable REIT subsidiaries
 
 
 
 
 
 
Current


 


(431
)
Deferred


 


(393
)
 


 


(824
)
Earnings (loss) before gain on disposal of real estate
(106
)

 
2,306


(1,172
)
Net gain (loss) on disposition of interest in development project, net of tax


 



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


 
(185
)

64,553

Earnings (loss) from continuing operations
(106
)

 
2,121


63,381

Discontinued operations, net of tax
 
 
 
 
 
 
Operating loss from rental properties


 
(776
)

350

Gain on disposition of disposal group


 


(64,553
)
Equity in earnings (loss)


 


822

 


 
(776
)

(63,381
)
Net earnings (loss)
(106
)

 
1,345



Noncontrolling interests, gross of tax
 
 
 
 
 
 
(Earnings) loss from continuing operations attributable to noncontrolling interests
106


 
(2,121
)


Loss from discontinued operations attributable to noncontrolling interests


 
776



 
106


 
(1,345
)


Net earnings (loss) attributable to Forest City Realty Trust, Inc.
$

$


$

$

$


45



Forest City Realty Trust, Inc. and Subsidiaries
Appendix


Interest Expense Information
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
Three Months Ended March 31, 2016
 
Noncontrolling Interest
Company Share of Unconsolidated Entities
Noncontrolling Interest
Company Share of Unconsolidated Entities
Company Share of Discontinued Operations
 
(in thousands)
Amortization and mark-to-market adjustments of derivative instruments
$
9

$

$
7

$
4

$

Interest incurred
4,179

26,280

2,500

26,643

1,738

Interest capitalized
(624
)
(2,860
)
(518
)
(2,306
)

Net interest expense
$
3,564

$
23,420

$
1,989

$
24,341

$
1,738



Capital Expenditures Information
 
Three Months Ended March 31, 2017
Three Months Ended March 31, 2016
 
Noncontrolling Interest
Company Share of Unconsolidated Entities
Noncontrolling Interest
Company Share of Unconsolidated Entities
 
(in thousands)
Operating properties:
 
 
 
 
Office Segment
$
314

$
83

$
25

$
51

Apartment Segment
599

1,464

98

1,192

Retail Segment

2,990


1,291

Total operating properties
913

4,537

123

2,534

Corporate Segment




Tenant improvements:
 
 
 
 
Office Segment
47

356

175

75

Retail Segment

2,873


1,136

Total capital expenditures
$
960

$
7,766

$
298

$
3,745



46



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands)

 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
Fully Consolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
84,774

$
64,788

$
6,907

$
156,469

$
5,980

$

$
162,449

Tenant recoveries
21,855

516

3,170

25,541

391


25,932

Service and management fees
923

3,100

4,331

8,354

1,773


10,127

Other revenues (includes Subsidized Senior Housing)
5,987

3,694

342

10,023

7,475


17,498


113,539

72,098

14,750

200,387

15,619


216,006

Expenses
 
 
 
 
 
 
 
Property operating and management
(27,159
)
(26,849
)
(9,209
)
(63,217
)
(15,576
)

(78,793
)
Real estate taxes
(12,399
)
(6,505
)
(1,425
)
(20,329
)
(871
)

(21,200
)
Ground rent
(3,218
)
(550
)
(120
)
(3,888
)


(3,888
)
Other expenses (includes Subsidized Senior Housing)




(2,001
)
(20,108
)
(22,109
)

(42,776
)
(33,904
)
(10,754
)
(87,434
)
(18,448
)
(20,108
)
(125,990
)
Less organizational transformation and termination benefits





4,525

4,525

Write-offs of abandoned development projects and demolition costs







Interest and other income





10,272

10,272

Loss on disposition of interest in development project




(113
)

(113
)
Adjusted EBITDA attributable to Fully Consolidated Entities
$
70,763

$
38,194

$
3,996

$
112,953

$
(2,942
)
$
(5,311
)
$
104,700

Exclude:
 
 
 
 
 
 
 
Land sales




(5,760
)

(5,760
)
Other land development revenues




(1,105
)

(1,105
)
Cost of land sales




2,001


2,001

Other land development expenses




2,564


2,564

Corporate general and administrative expenses





15,583

15,583

Write-offs of abandoned development projects and demolition costs







Interest and other income





(10,272
)
(10,272
)
Loss on disposition of interest in development project




113


113

Subtotal NOI exclusions
$

$

$

$

$
(2,187
)
$
5,311

$
3,124

Net Operating Income attributable to Fully Consolidated Entities
$
70,763

$
38,194

$
3,996

$
112,953

$
(5,129
)
$

$
107,824

NOI exclusions per above
(3,124
)
Depreciation and Amortization
(63,555
)
Interest Expense
(27,975
)
Amortization of mortgage procurement costs
(1,222
)
Net loss on extinguishment of debt
(2,843
)
Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits
(4,525
)
Loss on disposition of interest in development project
113

Earnings (loss) from unconsolidated entities
26,979

Earnings (loss) before income taxes
$
31,672

Margin % (based on Adjusted EBITDA)
62.3
%
53.0
%
27.1
%
56.4
%
(18.8
)%
0.0
%
48.5
%

47



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended March 31, 2017
Noncontrolling Interest
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
3,344

$
9,081

$

$
12,425

$
3,739

$

$
16,164

Tenant recoveries
1,666

75


1,741

5


1,746

Service and management fees
1



1

40


41

Other revenues (includes Subsidized Senior Housing)
153

450


603

935


1,538


5,164

9,606


14,770

4,719


19,489

Expenses
 
 
 
 
 
 
 
Property operating and management
(1,657
)
(2,987
)

(4,644
)
(2,632
)

(7,276
)
Real estate taxes
(745
)
(947
)

(1,692
)
(453
)

(2,145
)
Ground rent
(80
)
28


(52
)


(52
)
Other expenses (includes Subsidized Senior Housing)




(159
)

(159
)

(2,482
)
(3,906
)

(6,388
)
(3,244
)

(9,632
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects and demolition costs







Interest and other income





524

524

Loss on disposition of interest in development project







Adjusted EBITDA attributable to Noncontrolling Interest
$
2,682

$
5,700

$

$
8,382

$
1,475

$
524

$
10,381

Exclude:
 
 
 
 
 
 
 
Land sales




(530
)

(530
)
Other land development revenues




(108
)

(108
)
Cost of land sales




159


159

Other land development expenses




293


293

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs







Interest and other income





(524
)
(524
)
Loss on disposition of interest in development project







Subtotal NOI exclusions
$

$

$

$

$
(186
)
$
(524
)
$
(710
)
Net Operating Income attributable to Noncontrolling Interest
$
2,682

$
5,700

$

$
8,382

$
1,289

$

$
9,671

NOI exclusions per above
710

Depreciation and Amortization
(6,696
)
Interest Expense
(3,564
)
Amortization of mortgage procurement costs
(287
)
Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits

Loss on disposition of interest in development project

Earnings (loss) from unconsolidated entities
60

Earnings (loss) before income taxes
$
(106
)
Margin % (based on Adjusted EBITDA)
51.9
%
59.3
%
0.0
%
56.8
%
31.3
%
0.0
%
53.3
%

48



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended March 31, 2017
Company Share of Unconsolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
6,570

$
19,419

$
37,100

$
63,089

$
310

$

$
63,399

Tenant recoveries
1,256

104

16,141

17,501

190


17,691

Service and management fees
416

1,309

1,158

2,883

(351
)

2,532

Other revenues (includes Subsidized Senior Housing)
436

13,023

2,896

16,355

3,285


19,640


8,678

33,855

57,295

99,828

3,434


103,262

Expenses
 
 
 
 
 
 
 
Property operating and management
(1,881
)
(7,374
)
(14,261
)
(23,516
)
(1,932
)

(25,448
)
Real estate taxes
(887
)
(1,754
)
(6,070
)
(8,711
)
(66
)

(8,777
)
Ground rent
(591
)
(256
)
(1,935
)
(2,782
)
(3
)

(2,785
)
Other expenses (includes Subsidized Senior Housing)

(8,008
)

(8,008
)
(2,068
)

(10,076
)

(3,359
)
(17,392
)
(22,266
)
(43,017
)
(4,069
)

(47,086
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects and demolition costs




(351
)

(351
)
Interest and other income





1,525

1,525

Loss on disposition of interest in development project







Adjusted EBITDA attributable to Unconsolidated Entities
$
5,319

$
16,463

$
35,029

$
56,811

$
(986
)
$
1,525

$
57,350

Exclude:
 
 
 
 
 
 
 
Land sales




(2,852
)

(2,852
)
Other land development revenues




(392
)

(392
)
Cost of land sales




2,068


2,068

Other land development expenses




100


100

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs




351


351

Interest and other income





(1,525
)
(1,525
)
Loss on disposition of interest in development project







Subtotal NOI exclusions
$

$

$

$

$
(725
)
$
(1,525
)
$
(2,250
)
Net Operating Income attributable to Unconsolidated Entities
$
5,319

$
16,463

$
35,029

$
56,811

$
(1,711
)
$

$
55,100

NOI exclusions per above
2,250

Depreciation and Amortization
(22,192
)
Interest Expense
(23,420
)
Amortization of mortgage procurement costs
(897
)
Net loss on extinguishment of debt
(1,623
)
Net gain on disposition of interest in unconsolidated entities
17,701

Organizational transformation and termination benefits

Loss on disposition of interest in development project

Earnings (loss) from unconsolidated entities
(26,919
)
Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
61.3
%
48.6
%
61.1
%
56.9
%
(28.7
)%
0.0
%
55.5
%

49



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended March 31, 2017
Company Share of Discontinued Operations
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$

$

$

$

$

$

$

Tenant recoveries







Service and management fees







Other revenues (includes Subsidized Senior Housing)















Expenses
 
 
 
 
 
 
 
Property operating and management







Real estate taxes







Ground rent







Other expenses (includes Subsidized Senior Housing)















Less organizational transformation and termination benefits







Write-offs of abandoned development projects and demolition costs







Interest and other income







Loss on disposition of interest in development project







Adjusted EBITDA attributable to Discontinued Operations
$

$

$

$

$

$

$

Exclude:
 
 
 
 
 
 
 
Land sales







Other land development revenues







Cost of land sales







Other land development expenses







Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs







Interest and other income







Loss on disposition of interest in development project







Subtotal NOI exclusions
$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$

NOI exclusions per above

Depreciation and Amortization

Interest Expense

Amortization of mortgage procurement costs

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits

Loss on disposition of interest in development project

Earnings (loss) from unconsolidated entities

Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%

50



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended March 31, 2016
Fully Consolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
 
Rental
$
84,877

$
64,543

$
11,559

$
160,979

$
2,204

$

$

$
163,183

Tenant recoveries
24,567

309

6,069

30,945

645



31,590

Service and management fees
(54
)
2,434

4,497

6,877

1,805



8,682

Other revenues (includes Subsidized Senior Housing)
6,218

3,882

3,066

13,166

6,124


3,518

22,808


115,608

71,168

25,191

211,967

10,778


3,518

226,263

Expenses
 
 
 
 
 
 
 
 
Property operating and management
(29,858
)
(28,897
)
(13,611
)
(72,366
)
(17,554
)


(89,920
)
Real estate taxes
(13,119
)
(7,205
)
(3,250
)
(23,574
)
(892
)


(24,466
)
Ground rent
(2,921
)
(527
)
(187
)
(3,635
)
(4
)


(3,639
)
Other expenses (includes Subsidized Senior Housing)




(340
)
(25,832
)
(2,730
)
(28,902
)

(45,898
)
(36,629
)
(17,048
)
(99,575
)
(18,790
)
(25,832
)
(2,730
)
(146,927
)
Less organizational transformation and termination benefits





8,720


8,720

Write-offs of abandoned development projects








Interest and other income





9,654


9,654

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Fully Consolidated Entities
$
69,710

$
34,539

$
8,143

$
112,392

$
(8,012
)
$
(7,458
)
$
788

$
97,710

Exclude:
 
 
 
 
 
 
 
 
Land sales




(3,933
)


(3,933
)
Other land development revenues




(1,916
)


(1,916
)
Cost of land sales




340



340

Other land development expenses




2,348



2,348

Corporate general and administrative expenses





17,112


17,112

Write-offs of abandoned development projects








Interest and other income





(9,654
)

(9,654
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(3,161
)
$
7,458

$

$
4,297

Net Operating Income attributable to Fully Consolidated Entities
$
69,710

$
34,539

$
8,143

$
112,392

$
(11,173
)
$

$
788

$
102,007

NOI exclusions per above
(4,297
)
Depreciation and Amortization
(63,211
)
Interest Expense
(34,635
)
Amortization of mortgage procurement costs
(1,665
)
Impairment of real estate
(12,464
)
Net loss on extinguishment of debt
(29,084
)
Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits
(8,720
)
(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
10,536

Earnings (loss) before income taxes
$
(41,533
)
Margin % (based on Adjusted EBITDA)
60.3
%
48.5
%
32.3
%
53.0
%
(74.3
)%
0.0
%
22.4
%
43.2
%

51



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended March 31, 2016
Noncontrolling Interest
Office
Apartments
Retail
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
 
Rental
$
3,168

$
8,913

$

$
12,081

$
707

$

$

$
12,788

Tenant recoveries
1,565

32


1,597




1,597

Service and management fees




38



38

Other revenues (includes Subsidized Senior Housing)
129

583


712

510



1,222


4,862

9,528


14,390

1,255



15,645

Expenses
 
 
 
 
 
 
 
 
Property operating and management
(1,486
)
(2,588
)

(4,074
)
(1,090
)


(5,164
)
Real estate taxes
(669
)
(1,035
)

(1,704
)
(256
)


(1,960
)
Ground rent
(81
)
(53
)

(134
)



(134
)
Other expenses (includes Subsidized Senior Housing)




(32
)


(32
)

(2,236
)
(3,676
)

(5,912
)
(1,378
)


(7,290
)
Less organizational transformation and termination benefits








Write-offs of abandoned development projects








Interest and other income





377


377

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Noncontrolling Interest
$
2,626

$
5,852

$

$
8,478

$
(123
)
$
377

$

$
8,732

Exclude:
 
 
 
 
 
 
 
 
Land sales




(391
)


(391
)
Other land development revenues




(189
)


(189
)
Cost of land sales




32



32

Other land development expenses




281



281

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(377
)

(377
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(267
)
$
(377
)
$

$
(644
)
Net Operating Income attributable to Noncontrolling Interest
$
2,626

$
5,852

$

$
8,478

$
(390
)
$

$

$
8,088

NOI exclusions per above
644

Depreciation and Amortization
(4,327
)
Interest Expense
(1,989
)
Amortization of mortgage procurement costs
(192
)
Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
82

Earnings (loss) before income taxes
$
2,306

Margin % (based on Adjusted EBITDA)
54.0
%
61.4
%
0.0
%
58.9
%
(9.8
)%
0.0
%
0.0
%
55.8
%

52



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended March 31, 2016
Company Share of Unconsolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
 
Rental
$
3,934

$
19,421

$
36,885

$
60,240

$
788

$

$

$
61,028

Tenant recoveries
830

104

14,996

15,930

82



16,012

Service and management fees
97

927

574

1,598

5



1,603

Other revenues (includes Subsidized Senior Housing)
(588
)
13,846

3,761

17,019

809


971

18,799


4,273

34,298

56,216

94,787

1,684


971

97,442

Expenses
 
 
 
 
 
 
 
 
Property operating and management
(1,121
)
(7,730
)
(13,493
)
(22,344
)
(880
)


(23,224
)
Real estate taxes
(590
)
(1,617
)
(5,347
)
(7,554
)
(221
)


(7,775
)
Ground rent
(228
)
(256
)
(2,064
)
(2,548
)
(110
)


(2,658
)
Other expenses (includes Subsidized Senior Housing)

(7,721
)

(7,721
)


(455
)
(8,176
)

(1,939
)
(17,324
)
(20,904
)
(40,167
)
(1,211
)

(455
)
(41,833
)
Less organizational transformation and termination benefits








Write-offs of abandoned development projects








Interest and other income





365


365

Earnings (loss) from unconsolidated entities in Adjusted EBITDA

(34
)

(34
)
547


(18
)
495

Adjusted EBITDA attributable to Unconsolidated Entities
$
2,334

$
16,940

$
35,312

$
54,586

$
1,020

$
365

$
498

$
56,469

Exclude:
 
 
 
 
 
 
 
 
Land sales




(666
)


(666
)
Other land development revenues




(46
)


(46
)
Cost of land sales








Other land development expenses




348



348

Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income





(365
)

(365
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA

34


34

(547
)

18

(495
)
Subtotal NOI exclusions
$

$
34

$

$
34

$
(911
)
$
(365
)
$
18

$
(1,224
)
Net Operating Income attributable to Unconsolidated Entities
$
2,334

$
16,974

$
35,312

$
54,620

$
109

$

$
516

$
55,245

NOI exclusions per above
1,224

Depreciation and Amortization
(20,762
)
Interest Expense
(24,341
)
Amortization of mortgage procurement costs
(912
)
Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA
(495
)
Earnings (loss) from unconsolidated entities
(9,959
)
Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
54.6
%
49.4
%
62.8
%
57.6
%
60.6
%
0.0
%
51.3
%
58.0
%

53



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three Months Ended March 31, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended March 31, 2016
Company Share of Discontinued Operations
Office
Apartments
Retail
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
 
Rental
$

$

$

$

$

$

$

$

Tenant recoveries








Service and management fees








Other revenues (includes Subsidized Senior Housing)






8,136

8,136








8,136

8,136

Expenses
 
 
 
 
 
 
 
 
Property operating and management








Real estate taxes








Ground rent








Other expenses (includes Subsidized Senior Housing)






(6,938
)
(6,938
)







(6,938
)
(6,938
)
Less organizational transformation and termination benefits








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Discontinued Operations
$

$

$

$

$

$

$
1,198

$
1,198

Exclude:
 
 
 
 
 
 
 
 
Land sales








Other land development revenues








Cost of land sales








Other land development expenses








Corporate general and administrative expenses








Write-offs of abandoned development projects








Interest and other income








Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$
1,198

$
1,198

NOI exclusions per above

Depreciation and Amortization
(35
)
Interest Expense
(1,738
)
Amortization of mortgage procurement costs
(21
)
Impairment of real estate

Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(1,400
)
Earnings (loss) before income taxes
$
(1,996
)
Margin % (based on Adjusted EBITDA)
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
14.7
%
14.7
%

54