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EX-99.2 - EXHIBIT 99.2 - Forest City Realty Trust, Inc.fcrtex992erq3-2017.htm
8-K - 8-K - Forest City Realty Trust, Inc.a8kforsupppackq3-2017.htm
Exhibit 99.1




fcrtlogoa06.jpg
Supplemental Package
For the Quarter Ended September 30, 2017




Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package
Third 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
Summary of Corporate General and Administrative and Other NOI
Core Market NOI
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 Bridges
Historical Trends
Development Pipeline
Supplemental Financial Information
 
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-Q for the quarterly period ended September 30, 2017 and 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, the uncertain outcome, impact, effects and results of our Board of Directors’ review of operating, strategic, financial and structural alternatives, our ability to carry out future transactions and strategic investments, as well as the acquisition related costs, unanticipated difficulties realizing 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, 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 $8.1 billion of consolidated assets in 20 states and the District of Columbia at September 30, 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 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.
Company Operations
We are organized as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. 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 directly or indirectly own all of the limited partnership interests in the Operating Partnership.
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 businesses held in TRSs include 461 Dean Street, an apartment building in Brooklyn, New York, South Bay Galleria, Antelope Valley Mall and Mall at Robinson, regional malls in Redondo Beach, California, Palmdale, California and Pittsburgh, Pennsylvania, respectively, 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.









2



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

Supplemental Financial and Operating Information
We recommend this supplemental package be read in conjunction with our Form 10-Q for the three and nine months ended September 30, 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, comparable NOI margins, 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.

The operating information contained in this document includes: occupancy data, retail sales data, leasing summaries, comparable NOI, comparable NOI margins, core market NOI, 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 bridges, historical trends and our development pipeline. We believe this information gives interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including stabilized properties open and operated in the three and nine months ended September 30, 2017 and 2016. We believe occupancy data, retail sales data, leasing spreads on office and retail properties, and rental rate information represent meaningful operating statistics about us.

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.

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.

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 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 another measurement of the Company’s performance relative to its competitors and an additional basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide.

3



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


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, development projects 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 further 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.

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.


4



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




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, a non-GAAP measure, 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 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.

Comparable NOI margin information is an operating statistic derived from comparable NOI as a percentage of revenues associated with comparable NOI. We believe comparable NOI margins are useful in evaluating revenue enhancements and expense management on our comparable properties while also assessing the execution of our business strategies.








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)
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)
 
September 30, 2017
December 31, 2016
 
(in thousands)
Assets
 
 
Real Estate
 
 
Completed rental properties
 
 
Office
$
3,470,475

$
3,603,480

Apartments
2,553,942

2,586,720

Retail
289,374

288,582

Total Operations
6,313,791

6,478,782

Recently-Opened Properties/Redevelopment
953,709

622,939

Corporate
12,998

10,626

Total completed rental properties
7,280,498

7,112,347

Projects under construction
 
 
Office
77,995

110,526

Apartments
248,577

399,332

Retail

6,457

Total projects under construction
326,572

516,315

Projects under development
 
 
Operating properties
2,087

1,637

Office
99,971

103,598

Apartments
97,826

113,430

Retail


Total projects under development
199,884

218,665

Total projects under construction and development
526,456

734,980

Land inventory
58,664

68,238

Total Real Estate
7,865,618

7,915,565

Less accumulated depreciation
(1,500,128
)
(1,442,006
)
Real Estate, net
6,365,490

6,473,559

Cash and equivalents
193,675

174,619

Restricted cash
141,021

149,300

Accounts receivable, net
201,413

208,563

Notes receivable
430,090

383,163

Investments in and advances to unconsolidated entities
543,504

564,779

Lease procurement costs, net
62,964

66,065

Prepaid expenses and other deferred costs, net
66,519

73,987

Intangible assets, net
114,272

134,562

Total Assets
$
8,118,948

$
8,228,597


7



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

Consolidated Balance Sheets – (Unaudited)
 
September 30, 2017
December 31, 2016
 
(in thousands)
Liabilities and Equity
 
 
Liabilities
 
 
Nonrecourse mortgage debt and notes payable, net
 
 
Completed rental properties
 
 
Office
$
1,075,086

$
1,152,425

Apartments
1,361,532

1,396,088

Retail
138,725

141,160

Total Operations
2,575,343

2,689,673

Recently-Opened Properties/Redevelopment
487,514

292,083

Total completed rental properties
3,062,857

2,981,756

Projects under construction
 
 
Office

37,660

Apartments
57,261

69,996

Retail


Total projects under construction
57,261

107,656

Projects under development
 
 
Operating properties


Office


Apartments
9,171

31,421

Retail


Total projects under development
9,171

31,421

Total projects under construction and development
66,432

139,077

Land inventory


Nonrecourse mortgage debt and notes payable, net
3,129,289

3,120,833

Revolving credit facility


Term loan, net
333,568

333,268

Convertible senior debt, net
112,523

112,181

Construction payables
84,581

137,738

Operating accounts payable and accrued expenses
535,649

562,784

Accrued derivative liability
15,864

26,202

Total Accounts payable, accrued expenses and other liabilities
636,094

726,724

Cash distributions and losses in excess of investments in unconsolidated entities
105,719

150,592

Total Liabilities
4,317,193

4,443,598

Equity
 
 
Stockholders’ Equity
 
 
Stockholders’ equity before accumulated other comprehensive loss
3,366,329

3,298,248

Accumulated other comprehensive loss
(10,631
)
(14,410
)
Total Stockholders’ Equity
3,355,698

3,283,838

Noncontrolling interest
446,057

501,161

Total Equity
3,801,755

3,784,999

Total Liabilities and Equity
$
8,118,948

$
8,228,597







8



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

Consolidated Statements of Operations – (Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Revenues
 
 
 
 
 
Rental
$
167,682

$
162,257

 
$
496,095

$
487,986

Tenant recoveries
26,671

33,755

 
80,735

93,989

Service and management fees
8,152

17,027

 
29,642

38,220

Parking and other
9,253

14,166

 
34,212

43,564

Arena


 


Land sales
21,786

10,325

 
45,308

22,479

Subsidized Senior Housing


 


Military Housing


 

3,518

Total revenues
233,544

237,530

 
685,992

689,756

Expenses
 
 
 
 
 
Property operating and management
71,961

87,460

 
228,912

258,815

Real estate taxes
21,748

21,682

 
64,305

67,748

Ground rent
3,837

3,780

 
11,491

10,866

Arena operating


 


Cost of land sales
13,301

3,148

 
22,996

5,190

Subsidized Senior Housing operating


 


Military Housing operating


 

2,730

Corporate general and administrative
16,480

17,917

 
46,081

51,779

Organizational transformation and termination benefits
2,633

8,092

 
14,021

22,493

 
129,960

142,079

 
387,806

419,621

Depreciation and amortization
60,194

62,892

 
189,496

188,521

Write-offs of abandoned development projects and demolition costs

10,058

 
1,596

10,058

Impairment of real estate
44,288

142,261

 
44,288

156,825

Total expenses
234,442

357,290

 
623,186

775,025

Operating Income (loss)
(898
)
(119,760
)
 
62,806

(85,269
)
Interest and other income
20,361

11,980

 
40,529

32,665

Net gain on disposition of interest in unconsolidated entities


 


Interest expense
(31,597
)
(34,060
)
 
(88,473
)
(101,130
)
Amortization of mortgage procurement costs
(1,338
)
(1,314
)
 
(4,067
)
(4,395
)
Loss on extinguishment of debt


 
(2,843
)
(29,084
)
Earnings (loss) before income taxes and earnings from unconsolidated entities
(13,472
)
(143,154
)
 
7,952

(187,213
)
Equity in earnings
8,295

6,433

 
23,834

25,520

Net gain on disposition of interest in unconsolidated entities
28,828


 
81,782

12,613

Impairment
(10,600
)
(306,400
)
 
(10,600
)
(306,400
)

26,523

(299,967
)
 
95,016

(268,267
)
Earnings (loss) before income taxes
13,051

(443,121
)
 
102,968

(455,480
)
Income tax expense (benefit) of taxable REIT subsidiaries
 
 
 
 
 
Current
304

525

 
4,817

1,774

Deferred


 

393

 
304

525

 
4,817

2,167

Earnings (loss) before gain on disposal of real estate
12,747

(443,646
)
 
98,151

(457,647
)
Net gain (loss) on disposition of interest in development project


 
(113
)
136,117

Net gain (loss) on disposition of full or partial interests in rental properties, net of tax
(256
)
14,067

 
13,573

103,085

Earnings (loss) from continuing operations
12,491

(429,579
)
 
111,611

(218,445
)
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 (loss)
12,491

(429,579
)
 
111,611

(155,840
)
Noncontrolling interests, gross of tax
 
 
 
 
 
Earnings from continuing operations attributable to noncontrolling interests
(7,037
)
(1,282
)
 
(8,487
)
(5,163
)
Loss from discontinued operations attributable to noncontrolling interests


 

776

 
(7,037
)
(1,282
)
 
(8,487
)
(4,387
)
Net earnings (loss) attributable to Forest City Realty Trust, Inc.
$
5,454

$
(430,861
)
 
$
103,124

$
(160,227
)

9



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

Net Asset Value Components – September 30, 2017
Completed Rental Properties - Operations
 
Q3 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
$
17.2

 
$
3.3

 
$
20.5

 
$
82.0

 
$
(503.9
)
Other Life Science
3.8

 

 
3.8

 
15.2

 
(100.3
)
New York
 
 


 
 
 
 
 
 
Manhattan
13.8

 

 
13.8

 
55.2

 

Brooklyn
24.2

 

 
24.2

 
96.8

 
(406.4
)
Other Office
7.9


0.1

 
8.0

 
32.0

 
(202.9
)
Subtotal Office
$
66.9

 
$
3.4

 
$
70.3

 
$
281.2

 
$
(1,213.5
)
Apartment Real Estate
 
 


 
 
 
 
 
 
Apartments, Core Markets
$
35.4


$
(0.3
)
 
$
35.1

 
$
140.4

 
$
(1,338.1
)
Apartments, Non-Core Markets
11.9

 

 
11.9

 
47.6

 
(325.8
)
Subtotal Apartment Product Type
$
47.3

 
$
(0.3
)
 
$
47.0

 
$
188.0

 
$
(1,663.9
)
Federally Assisted Housing (5)
1.5

 
(0.6
)
 
0.9

 
3.6

 
(34.5
)
Subtotal Apartments
$
48.8

 
$
(0.9
)
 
$
47.9

 
$
191.6

 
$
(1,698.4
)
Retail Real Estate
 
 

 
 
 
 
 
 
QIC
$
20.3

 
$
(0.1
)
 
$
20.2

 
$
80.8

 
$
(680.8
)
Madison
6.3


(0.3
)
 
6.0

 
24.0

 
(239.9
)
Other Retail
13.1


(2.4
)
 
10.7

 
42.8

 
(479.3
)
Subtotal Retail
$
39.7



$
(2.8
)

$
36.9


$
147.6

 
$
(1,400.0
)
Subtotal
$
155.4

 
$
(0.3
)
 
$
155.1

 
$
620.4

 
$
(4,311.9
)
Straight-line rent adjustments
2.1

 

 
2.1

 
8.4

 

Other Operations
(0.2
)
 

 
(0.2
)
 
(0.8
)
 

Total Operations
$
157.3

 
$
(0.3
)
 
$
157.0

 
$
628.0

 
$
(4,311.9
)
 
Development
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
$
2.8

 
$
7.7

 
$
10.5

 
$
42.0

 
$
(311.3
)
Straight-line rent adjustments
0.6

 

 
0.6

 
2.4

 

Other Development
(4.1
)


 
(4.1
)
 
(16.4
)
 

Total Development
$
(0.7
)
 
$
7.7

 
$
7.0

 
$
28.0

 
$
(311.3
)
 
 
 
 
 
 
 
Book Value (4)
 
 
Projects under construction (6)
 
$
208.6

 
$
(59.4
)
Projects under development
 
$
282.8

 
$
(166.0
)
Land inventory:
 
 
 
 
Stapleton
 
$
46.8

 
$

Commercial Outlots
 
$
7.8

 
$

Other Tangible Assets
Cash and equivalents
 
$
226.4

 
 
Restricted cash
 
$
209.1

 
 
Accounts receivable, net (7) 
 
$
252.0

 
 
Notes receivable
 
$
468.1

 
 
Net investments and advances to unconsolidated entities
 
$
38.4

 
 
Prepaid expenses and other deferred costs, net
 
$
77.0

 
 
Recourse Debt and Other Liabilities
Revolving credit facility
 
$

 
 
Term loan, net
 
$
(333.6
)
 
 
Convertible senior debt, net
 
$
(112.5
)
 
 
Less: convertible debt
 
$
112.5

 
 
Construction payables
 
$
(104.6
)
 
 
Operating accounts payable and accrued expenses (8) 
 
$
(631.7
)
 
 
Share Data (in millions)
Diluted weighted average number of shares for the three months ended September 30, 2017
 
273.7

 
 

10



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

Net Asset Value Components – September 30, 2017 (continued)
(1)
Q3 2017 Earnings Before Income Taxes is reconciled to NOI for the three months ended September 30, 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 Q3 2017 NOI as follows:
a)
Due to the redevelopment of 26 Landsdowne Street (Life Science Office - Cambridge), we have included a stabilization adjustment to the Q3 2017 NOI to arrive at our estimate of annualized stabilized NOI prior to the commencement of our current redevelopment.
b)
Due to the temporary decline in occupancy at 45/75 Sidney Street (Life Science Office - Cambridge), we have included a stabilization adjustment to the Q3 2017 NOI to arrive at our estimate of stabilized NOI. The vacated space has been leased and became occupied on October 1, 2017.
c)
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 Q3 2017 NOI to arrive at our estimate of stabilized NOI. Our estimate of stabilized NOI is based on the 2016 annual NOI of $3.6 million, which excludes NOI related to 30 properties in this portfolio sold during the nine months ended September 30, 2017.
d)
Partial period NOI for recently sold properties has been removed in the Operations Segments.
e)
As a result of the signed definitive agreements to dispose of our 10 regional malls and 12 specialty retail centers to QIC and Madison International, respectively, we have adjusted Q3 2017 NOI to reflect the agreed upon NOI in which the applicable purchase prices are based on. The combined retail portfolios are expected to transact at a weighted average cap rate of 5.1%. The Madison information above excludes 42nd Street, which is expected to close after resolution of a ground rent dispute with the City of New York and is included  with Other Retail on the NAV Component Schedule.
f)
Due to the planned transfer of Boulevard Mall (Other Retail) to the lender in a deed-in-lieu transaction, 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
October 26, 2017
 
(in millions)
 
Office:
 
 
 
The Bridge at Cornell Tech (New York Office)
$
164.1

$
164.1

50%
1812 Ashland Ave (Other Life Science)
$
61.2

$
61.2

75%
Total Office
$
225.3

$
225.3

 
Apartments:
 
 
 
Axis (Core Market)
$
140.4

$
41.8

11%
VYV (Non-Core Market)
$
214.3

$
107.1

8%
38 Sixth Avenue (Core Market)
$
202.7

$
50.1

0%
535 Carlton (Core Market)
$
168.1

$
41.7

51%
Eliot on 4th (Core Market)
$
138.3

$
42.6

54%
NorthxNorthwest (Core Market)
$
115.0

$
33.5

41%
461 Dean Street (Core Market)
$
151.3

$
151.3

90%
The Bixby (Core Market)
$
59.2

$
11.8

99%
Blossom Plaza (Core Market)
$
100.6

$
30.0

92%
The Yards - Arris (Core Market)
$
143.2

$
42.9

95%
Total Apartments
$
1,433.1

$
552.8

 
Retail
 
 
 
The Yards - District Winery
$
10.6

$
10.6

100%
Grand Total
$
1,669.0

$
788.7

 
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 redevelopment of Ballston Quarter (Development Segment; Recently-Opened Properties/Redevelopment), we have included a stabilization adjustment to the Q3 2017 NOI to arrive at $2.6 million, our estimate of annualized stabilized NOI prior to the commencement of our current 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 Q3 2017 stabilized NOI times a multiple of four.

11



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

(4)
Amounts represent the company’s share of each respective balance sheet line item as of September 30, 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 $91.1 million related to this property.
(5)
Represents the remaining 17 federally assisted housing apartment communities. We previously signed a master purchase and sale agreement to dispose of this portfolio and expect to receive net proceeds of approximately $65 million. As of September 30, 2017, 30 properties have closed, representing $57.0 million in net proceeds.
(6)
We have removed the following from projects under construction:
a.
$29.8 million, which represents the costs on the balance sheet associated with the ongoing redevelopment of Ballston Quarter. NOI for this is stabilized under Recently-Opened Properties/Redevelopment.
b.
$29.5 million, which represents costs on the balance sheet associated with the phased openings of Axis ($20.4 million) and 38 Sixth Avenue ($9.1 million).
c.
$77.7 million, which represents costs on the balance sheet associated with vacant space not ready for its intended use at The Bridge at Cornell Tech.
(7)
Includes $149.8 million of straight-line rent receivable (net of $9.1 million of allowance for doubtful accounts).
(8)
Includes $62.7 million of straight-line rent payable.

12



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

Net Asset Value Components - Stabilized NOI - Q2 2017 vs. Q3 2017
The following represents the quarterly change in stabilized NOI used to estimate NAV, as a result of recent property openings and 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
 
 
 
 
 
 
 
 
 
 
 
 
 
Q2 2017
 
Property
 
Property
 
Portfolio
 
Q3 2017
(Dollars in millions)
Stabilized NOI
 
Openings
 
Sales
 
NOI Changes
 
Stabilized NOI
Operations
 
 
 
 
 
 
 
 
 
Office Real Estate
 
 
 
 
 
 
 
 
 
Life Science
 
 
 
 
 
 
 
 
 
Cambridge
$
20.2

 
$

 
$

 
$
0.3

 
$
20.5

Other Life Science
3.6

 

 

 
0.2

 
3.8

New York
 
 
 
 
 
 
 
 
 
Manhattan
13.9

 

 

 
(0.1
)
 
13.8

Brooklyn
24.7

 

 

 
(0.5
)
 
24.2

Other Office
7.2

 

 
(0.1
)
 
0.9

 
8.0

Subtotal Office
$
69.6

 
$

 
$
(0.1
)
 
$
0.8

 
$
70.3

Apartment Real Estate
 
 
 
 
 
 
 
 
 
Apartments, Core Markets
$
35.7

 
$

 
$
(0.5
)
 
$
(0.1
)
 
$
35.1

Apartments, Non-Core Markets
11.9

 

 

 

 
11.9

Subtotal Apartment Product Type
$
47.6

 
$

 
$
(0.5
)
 
$
(0.1
)
 
$
47.0

Federally Assisted Housing (5)
1.7

 

 
(0.8
)
 

 
0.9

Subtotal Apartments
$
49.3

 
$

 
$
(1.3
)
 
$
(0.1
)
 
$
47.9

Retail Real Estate
 
 
 
 
 
 
 
 
 
QIC
$
19.9

 
$

 
$

 
$
0.3

 
$
20.2

Madison
6.9

 

 

 
(0.9
)
 
6.0

Other Retail
10.2

 

 

 
0.5

 
10.7

Subtotal Retail
$
37.0


$


$


$
(0.1
)

$
36.9

Subtotal
$
155.9

 
$

 
$
(1.4
)
 
$
0.6

 
$
155.1

Straight-line rent adjustments
3.8

 

 

 
(1.7
)
 
2.1

Other Operations
(1.5
)
 

 

 
1.3

 
(0.2
)
Total Operations
$
158.2

 
$

 
$
(1.4
)
 
$
0.2

 
$
157.0

 
 
 
 
 
 
 
 
 
 
Development Pipeline
  
 
  
 
  
 
  
 
  
Development
 
 
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
$
6.4

 
$
4.7

 
$

 
$
(0.6
)
 
$
10.5

Straight-line rent adjustments
0.1

 

 

 
0.5

 
0.6

Other Development
(7.1
)
 

 

 
3.0

 
(4.1
)
Total Development
$
(0.6
)
 
$
4.7

 
$

 
$
2.9

 
$
7.0

Grand Total
$
157.6

 
$
4.7

 
$
(1.4
)
 
$
3.1

 
$
164.0









13



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 September 30,
Office
2017
2016
Comparable
96.8%
96.9%
Total
95.8%
94.7%
Retail
 
 
Comparable
93.8%
94.9%
Total
93.7%
94.3%
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
 
Nine Months Ended September 30,
Apartments
2017
2016
Comparable
94.1%
94.3%
Total
94.1%
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-13967.jpg

14



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.

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

fcrtex991_chart-13772.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 be transfered 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 September 30, 2016 and December 31, 2016 would have been $561 and $567, respectively.






15



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
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

Q2 2017
20

290,759

$
64.60

$
57.69

12.0
 %
 
5

27,326

$
42.07

 
318,085

Q3 2017
7

53,516

$
35.23

$
31.42

12.1
 %
 
2

6,209

$
18.34

 
59,725

Total
54

581,275

$
54.52

$
48.22

13.1
 %
 
15

50,212

$
33.50

 
631,487

 
 
 
 
 
 
 
 
 
 
 
 

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
 
Q4 2016
14

 
53,130

 
$
153.75

 
$
137.47

 
11.8
%
 
Q1 2017
12

 
36,475

 
$
140.81

 
$
110.97

 
26.9
%
 
Q2 2017
22

 
70,685

 
$
69.77

 
$
58.09

 
20.1
%
 
Q3 2017
17

 
33,986

 
$
100.22

 
$
87.42

 
14.6
%
 
Total
65

 
194,276

 
$
111.40

 
$
94.86

 
17.4
%
 
 
 
 
 
 
 
 
 
 
 
 

(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.







16



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.

Quarterly Comparison
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
Comparable Apartment
Leasable Units
 
Three Months Ended September 30,
 
 
Three Months Ended September 30,
 
Communities (1)
at Company % (3)
 
2017
2016
% Change
 
2017
2016
% Change
Core Markets
8,735

 
$
2,035

$
2,007

1.4
%
 
94.3
%
94.3
%
0.0
%
Non-Core Markets
7,954

 
$
1,013

$
992

2.1
%
 
93.5
%
93.4
%
0.1
%
Total Comparable Apartments
16,689

 
$
1,548

$
1,522

1.7
%
 
94.1
%
94.0
%
0.1
%
 
 
 
 
 
 
 
 
 
 

Year-to-Date Comparison
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
Comparable Apartment
Leasable Units
 
Nine Months Ended September 30,
 
 
Nine Months Ended September 30,
 
Communities (1)
at Company % (3)
 
2017
2016
% Change
 
2017
2016
% Change
Core Markets
8,735

 
$
2,016

$
1,992

1.2
%
 
94.6
%
95.0
%
(0.4
)%
Non-Core Markets
7,954

 
$
1,002

$
981

2.1
%
 
92.9
%
92.8
%
0.1
%
Total Comparable Apartments
16,689

 
$
1,532

$
1,509

1.5
%
 
94.1
%
94.3
%
(0.2
)%
 
 
 
 
 
 
 
 
 
 

Sequential Comparison
 
 
 
Monthly Average Apartment Rental Rates (2)
 
Economic Apartment Occupancy
 
 
 
Three Months Ended
 
 
Three Months Ended
 
Comparable Apartment
Leasable Units
 
September 30,
June 30,
 
 
September 30,
June 30,
 
Communities (1)
at Company % (3)
 
2017
2017
% Change
 
2017
2017
% Change
Core Markets
8,735

 
$
2,035

$
2,013

1.1
%
 
94.3
%
95.2
%
(0.9
)%
Non-Core Markets
7,954

 
$
1,013

$
999

1.4
%
 
93.5
%
93.5
%
0.0
%
Total Comparable Apartments
16,689

 
$
1,548

$
1,530

1.2
%
 
94.1
%
94.7
%
(0.6
)%
 
 
 
 
 
 
 
 
 
 

(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 September 30, 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.

17



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



Comparable NOI
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
September 30, 2017
Office
4.3
%
 
1.8
 %
Apartments
5.0
%
 
2.3
 %
Retail
0.3
%
 
(0.4
)%
Total
3.5
%
 
1.4
 %
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
 
 
September 30, 2017
 
June 30, 2017
 
March 31, 2017
 
December 31, 2016
 
September 30, 2016
 
Office
4.3
%
 
1.4
 %
 
(1.4
)%
 
(0.4
)%
 
(0.4
)%
 
Apartments
5.0
%
 
2.3
 %
 
(0.3
)%
 
1.1
 %
 
1.8
 %
 
Retail
0.3
%
 
(1.0
)%
 
(1.2
)%
 
(2.9
)%
 
1.6
 %
 
Total
3.5
%
 
1.1
 %
 
(1.0
)%
 
(0.7
)%
 
0.8
 %
 
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. Properties included in prior periods may differ from the current year since properties qualifying as comparable change from period to period.
Year-to-Date and Annual Historical Trends - Margins on Comparable NOI
 
 
Nine Months Ended
 
Years Ended
 
September 30, 2017
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
 
Office Segment
 
 
 
 
 
 
 
 
Life Science
68.1
%
 
60.1
%
 
58.7
%
 
58.5
%
 
New York
 
 
 
 
 
 
 
 
Manhattan
74.0
%
 
73.5
%
 
72.1
%
 
73.2
%
 
Brooklyn
53.0
%
 
53.0
%
 
51.4
%
 
50.5
%
 
Other Office
61.6
%
 
55.6
%
 
53.8
%
 
53.4
%
 
Total Office Segment
61.9
%
 
59.0
%
 
57.3
%
 
57.1
%
 
Apartment Segment
 
 
 
 
 
 
 
 
Core Markets
62.1
%
 
61.6
%
 
60.8
%
 
60.7
%
 
Non-Core Markets
50.2
%
 
48.9
%
 
46.3
%
 
47.0
%
 
Total Apartment Segment
58.6
%
 
57.8
%
 
56.7
%
 
56.7
%
 
Retail Segment
 
 
 
 
 
 
 
 
Regional Malls
59.7
%
 
60.2
%
 
58.5
%
 
61.1
%
 
Specialty Retail Centers
61.2
%
 
58.7
%
 
48.7
%
 
47.8
%
 
Total Retail Segment
60.2
%
 
59.7
%
 
55.0
%
 
55.6
%
 
Total
60.4
%
 
58.9
%
 
56.4
%
 
56.6
%
 

18



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


NOI (Non-GAAP) Detail (in thousands)
 
Three Months Ended September 30,
 
 
Nine Months Ended September 30,
 
 
2017
2016
% Change
 
2017
2016
% Change
Office Segment
 
 
 
 
 
 
 
Comparable NOI
64,783

62,090

4.3
%
 
195,654

192,262

1.8
 %
Non-Comparable NOI
2,099

4,187

 
 
13,753

14,143

 
Office Product Type NOI
66,882

66,277

 
 
209,407

206,405

 
Other NOI (1)
2,781

2,773

 
 
9,010

4,645

 
Total Office Segment
69,663

69,050

 
 
218,417

211,050

 
Apartment Segment
 
 
 
 
 
 
 
Comparable NOI
46,693

44,485

5.0
%
 
138,678

135,597

2.3
 %
Non-Comparable NOI
531

439

 
 
1,448

(115
)
 
Apartment Product Type NOI
47,224

44,924

 
 
140,126

135,482

 
Federally Assisted Housing
1,532

4,622

 
 
9,813

14,961

 
Other NOI (1)
(869
)
951

 
 
(2,692
)
(2,375
)
 
Total Apartment Segment
47,887

50,497

 
 
147,247

148,068

 
Retail Segment
 
 
 
 
 
 
 
Comparable NOI
37,076

36,971

0.3
%
 
111,420

111,900

(0.4
)%
Non-Comparable NOI
2,622

3,220

 
 
7,239

11,193

 
Retail Product Type NOI
39,698

40,191

 
 
118,659

123,093

 
Other NOI (1)
56

(733
)
 
 
(682
)
1,253

 
Total Retail Segment
39,754

39,458

 
 
117,977

124,346

 
Operations
 
 
 
 
 
 
 
Comparable NOI
148,552

143,546

3.5
%
 
445,752

439,759

1.4
 %
Non-Comparable NOI (2)
5,252

7,846

 
 
22,440

25,221

 
Product Type NOI
153,804

151,392

 
 
468,192

464,980

 
Federally Assisted Housing
1,532

4,622

 
 
9,813

14,961

 
Other NOI (1):
 
 
 
 
 
 
 
Straight-line rent adjustments
2,133

2,441

 
 
8,776

7,421

 
Other Operations
(165
)
550

 
 
(3,140
)
(3,898
)
 

1,968

2,991

 
 
5,636

3,523

 
Total Operations
157,304

159,005

 
 
483,641

483,464

 
Development Segment
 
 
 
 
 
 
 
Recently-Opened Properties/Redevelopment
2,803

1,523

 
 
1,739

2,405

 
Other Development (3)
(3,544
)
(3,491
)
 
 
(16,847
)
(22,724
)
 
Total Development Segment
(741
)
(1,968
)
 
 
(15,108
)
(20,319
)
 
Other Segment


 
 

2,502

 
Grand Total
$
156,563

$
157,037

 
 
$
468,533

$
465,647

 

(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 $618 and $6,219 for the three and nine months ended September 30, 2017, compared with $612 and $1,325 for the three and nine months ended September 30, 2016.
(3)
Includes straight-line adjustments, non-capitalizable development overhead and other costs on our development projects.

Percentage of NOI by Product Type (dollars in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
NOI
% of Total
NOI
% of Total
 
NOI
% of Total
NOI
% of Total
Office Segment
$
66,882

43.5
%
$
66,277

43.8
%
 
$
209,407

44.7
%
$
206,405

44.4
%
Apartment Segment
47,224

30.7
%
44,924

29.7
%
 
140,126

29.9
%
135,482

29.1
%
Retail Segment
39,698

25.8
%
40,191

26.5
%
 
118,659

25.4
%
123,093

26.5
%
Total Product Type NOI
$
153,804

 
$
151,392

 
 
$
468,192

 
$
464,980

 



19



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


Summary of Corporate General and Administrative and Other NOI (in thousands)
 
Three Months Ended September 30,
 
 
Nine Months Ended September 30,
 
 
2017
2016
Change
 
2017
2016
Change
Corporate General and Administrative
$
(16,480
)
$
(17,917
)
$
1,437

 
$
(46,081
)
$
(51,779
)
$
5,698

Other Operations NOI
(165
)
550

(715
)
 
(3,140
)
(3,898
)
758

Other Development NOI
(3,544
)
(8,991
)
5,447

 
(16,847
)
(28,224
)
11,377

 
$
(20,189
)
$
(26,358
)
$
6,169

 
$
(66,068
)
$
(83,901
)
$
17,833

Ballston Quarter development fee

5,500

(5,500
)
 

5,500

(5,500
)
Total
$
(20,189
)
$
(20,858
)
$
669

 
$
(66,068
)
$
(78,401
)
$
12,333


Year-to-Date and Annual Historical Trends
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.
 
Nine Months Ended
 
Years Ended
 
September 30, 2017
 
December 31, 2016
December 31, 2015
 
(in thousands)
 
(in thousands)
Corporate General and Administrative
$
(46,081
)
 
$
(62,683
)
$
(51,974
)
Other Operations NOI
(3,140
)
 
(629
)
(18,051
)
Other Development NOI
(16,847
)
 
(34,176
)
(41,499
)
 
$
(66,068
)
 
$
(97,488
)
$
(111,524
)
Ballston Quarter development fee

 
5,500


Total
$
(66,068
)
 
$
(91,988
)
$
(111,524
)



20



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


Core Market NOI
(dollars in thousands)
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
coremarketpiea06.jpg
Product Type NOI
$
468,192

 
Product Type NOI
$
464,980

Federally Assisted Housing
9,813

 
Federally Assisted Housing
14,961

Other NOI (3):
 
 
Other NOI (3):
 
Straight-line rent adjustments
8,776

 
Straight-line rent adjustments
7,421

Other Operations
(3,140
)
 
Other Operations
(3,898
)
 
5,636

 
 
3,523

Recently-Opened Properties/Redevelopment
1,739

 
Recently-Opened Properties/Redevelopment
2,405

Development Segment (4)
(16,847
)
 
Development Segment (4)
(22,724
)
Other Segment

 
Other Segment
2,502

Grand Total NOI
$
468,533

 
Grand Total NOI
$
465,647

(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.

21



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 September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
Earnings (loss) before income taxes (GAAP)
$
13,051

$
(443,121
)
 
$
102,968

$
(455,480
)
(Earnings) loss from unconsolidated entities
(26,523
)
299,967

 
(95,016
)
268,267

Earnings (loss) before income taxes and earnings from unconsolidated entities
(13,472
)
(143,154
)
 
7,952

(187,213
)
Land sales
(21,786
)
(10,325
)
 
(45,308
)
(22,479
)
Cost of land sales
13,301

3,148

 
22,996

5,190

Other land development revenues
(1,781
)
(2,636
)
 
(4,748
)
(6,780
)
Other land development expenses
2,977

1,993

 
7,575

6,738

Corporate general and administrative expenses
16,480

17,917

 
46,081

51,779

Organizational transformation and termination benefits
2,633

8,092

 
14,021

22,493

Depreciation and amortization
60,194

62,892

 
189,496

188,521

Write-offs of abandoned development projects and demolition costs

10,058

 
1,596

10,058

Impairment of real estate
44,288

142,261

 
44,288

156,825

Interest and other income
(20,361
)
(11,980
)
 
(40,529
)
(32,665
)
Interest expense
31,597

34,060

 
88,473

101,130

Amortization of mortgage procurement costs
1,338

1,314

 
4,067

4,395

Loss on extinguishment of debt


 
2,843

29,084

NOI related to unconsolidated entities (1)
51,738

53,259

 
160,467

164,757

NOI related to noncontrolling interest (2)
(10,583
)
(9,862
)
 
(30,737
)
(27,384
)
NOI related to discontinued operations (3)


 

1,198

Net Operating Income (Non-GAAP)
$
156,563

$
157,037

 
$
468,533

$
465,647

 
 
 
 
 
 
(1) NOI related to unconsolidated entities:
 
 
 
 
 
Equity in earnings (GAAP)
$
8,295

$
6,433

 
$
23,834

$
25,520

Exclude non-NOI activity from unconsolidated entities:
 
 
 
 
 
Land and non-rental activity, net
(4,001
)
(478
)
 
(5,580
)
(3,149
)
Interest and other income
(2,117
)
(592
)
 
(4,093
)
(1,347
)
Write offs of abandoned development projects and demolition costs
1,179


 
1,926


Depreciation and amortization
24,558

23,642

 
71,585

68,785

Interest expense and extinguishment of debt
23,824

24,254

 
72,795

74,948

NOI related to unconsolidated entities
$
51,738

$
53,259

 
$
160,467

$
164,757

 
 
 
 
 
 
(2) NOI related to noncontrolling interest:
 
 
 
 
 
Earnings from continuing operations attributable to noncontrolling interests (GAAP)
$
(7,037
)
$
(1,282
)
 
$
(8,487
)
$
(5,163
)
Exclude non-NOI activity from noncontrolling interests:
 
 
 
 
 
Land and non-rental activity, net
3,565

911

 
4,943

1,973

Interest and other income
514

382

 
1,486

1,151

Depreciation and amortization
(6,432
)
(5,967
)
 
(20,609
)
(16,216
)
Interest expense and extinguishment of debt
(4,585
)
(3,906
)
 
(12,119
)
(8,944
)
Gain (loss) on disposition of full or partial interests in rental properties and interest in unconsolidated entities
3,392


 
4,049

(185
)
NOI related to noncontrolling interest
$
(10,583
)
$
(9,862
)
 
$
(30,737
)
$
(27,384
)
 
 
 
 
 
 
(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


22



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


Reconciliation of Net Earnings (Loss) (GAAP) to FFO (non-GAAP)
The table below reconciles net earnings, the most comparable GAAP measure, to FFO, a non-GAAP measure.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Net earnings (loss) attributable to Forest City Realty Trust, Inc. (GAAP)
$
5,454

$
(430,861
)
 
$
103,124

$
(160,227
)
Depreciation and Amortization—real estate (2)
77,164

78,880

 
236,913

236,530

Gain on disposition of full or partial interests in rental properties
(25,180
)
(14,067
)
 
(91,498
)
(125,815
)
Impairment of depreciable rental properties
54,888

141,031

 
54,888

155,595

Income tax expense adjustment — current and deferred (3):
 

 
 
 
Gain on disposition of full or partial interests in rental properties
232


 
4,874

55,272

FFO attributable to Forest City Realty Trust, Inc. (Non-GAAP)
$
112,558

$
(225,017
)
 
$
308,301

$
161,355

FFO Per Share - Diluted
 
 
 
 
 
Numerator (in thousands):
 
 
 
 
 
FFO attributable to Forest City Realty Trust, Inc.
$
112,558

$
(225,017
)
 
$
308,301

$
161,355

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


 
2,334


3.625% Notes due 2020
363


 
1,088


FFO for per share data
$
113,699

$
(225,017
)
 
$
311,723

$
161,355

Denominator:
 
 
 
 
 
Weighted average shares outstanding—Basic
265,260,403

258,713,429

 
261,566,151

258,437,586

Effect of stock options, restricted stock and performance shares
1,735,881


 
1,458,634

1,221,719

Effect of convertible debt
5,153,214


 
5,153,242


Effect of convertible 2006 Class A Common Units
1,566,465


 
1,757,072

1,940,788

Weighted average shares outstanding - Diluted (1)
273,715,963

258,713,429

 
269,935,099

261,600,093

FFO Per Share - Diluted
$
0.42

$
(0.87
)
 
$
1.15

$
0.62

(1)
For the three months ended September 30, 2016, the effect of 8,157,781 shares of dilutive securities was not included in the computation of diluted FFO per share because their effect is anti-dilutive due to the negative FFO for the quarter. For the nine months ended September 30, 2016, weighted-average shares issuable upon the conversion of convertible debt of 6,873,490 were not included in the computation of diluted FFO per share because their effect is anti-dilutive under the if-converted method. As a result, adjustments to FFO are not required for interest expense of $1,141,000 and $4,671,000 for the three and nine months September 30, 2016, respectively, related to these securities.
(2)
The following table provides detail of depreciation and amortization:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Full Consolidation
$
60,194

$
62,892

 
$
189,496

$
188,521

Non-Real Estate
(687
)
(762
)
 
(2,078
)
(2,335
)
Real Estate Full Consolidation
59,507

62,130

 
187,418

186,186

Real Estate related to noncontrolling interest
(6,079
)
(5,889
)
 
(19,628
)
(15,679
)
Real Estate Unconsolidated
23,736

22,639

 
69,123

65,988

Real Estate Discontinued Operations


 

35

Real Estate at Company share
$
77,164

$
78,880

 
$
236,913

$
236,530

(3)
The following table provides detail of income tax expense (benefit):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Income tax expense on FFO
 
 
 
 
 
Operating Earnings:
 
 
 
 
 
Current taxes
$
72

$
525

 
$
135

$
4,245

Deferred taxes


 

24,022

Total income tax expense on FFO
72

525

 
135

28,267

Income tax expense (benefit) on non-FFO
 
 
 
 
 
Disposition of full or partial interests in rental properties:
 
 
 
 
 
Current taxes
$
232

$

 
$
4,874

$
(4,351
)
Deferred taxes


 

59,623

Total income tax expense on non-FFO
232


 
4,874

55,272

Grand Total
$
304

$
525

 
$
5,009

$
83,539


23



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



Reconciliation of FFO to Operating FFO

Three Months Ended September 30,
 
 
Nine Months Ended September 30,
 
 
2017
2016
% Change
 
2017
2016
% Change
 
(in thousands)
 
 
(in thousands)
 
FFO attributable to Forest City Realty Trust, Inc.
$
112,558

$
(225,017
)
 
 
$
308,301

$
161,355

 
Impairment of non-depreciable real estate

307,630

 
 

307,630

 
Write-offs of abandoned development projects and demolition costs
1,179

10,058

 
 
3,522

10,058

 
Tax credit income
(3,916
)
(3,081
)
 
 
(9,128
)
(9,025
)
 
Loss on extinguishment of debt


 
 
4,468

29,933

 
Change in fair market value of nondesignated hedges
416

(42
)
 
 
(1,387
)
1,944

 
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
(2,797
)
(2,758
)
 
 
(9,732
)
(7,969
)
 
Organizational transformation and termination benefits
2,633

8,092

 
 
14,021

22,493

 
Nets pre-tax FFO


 
 

1,400

 
Income tax expense on FFO
72

525

 
 
135

28,267

 
Operating FFO attributable to Forest City Realty Trust, Inc.
$
110,145

$
95,407

15.4%
 
$
310,200

$
273,152

13.6%
If-Converted Method (adjustments for interest) (in thousands):
 
 
 
 
 
 
 
4.250% Notes due 2018
778

778

 
 
2,334

3,028

 
3.625% Notes due 2020
363

363

 
 
1,088

1,643

 
Operating FFO attributable to Forest City Realty Trust, Inc. (If-Converted)
$
111,286

$
96,548

 
 
$
313,622

$
277,823

 
Weighted average shares outstanding - Diluted
273,715,963

266,871,210

 
 
269,935,099

268,473,583

 
Operating FFO per share - Diluted
$
0.41

$
0.36

13.9%
 
$
1.16

$
1.03

12.6%

Reconciliation of NOI to Operating FFO
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
NOI attributable to Forest City Realty Trust, Inc.
$
156,563

$
157,037

 
$
468,533

$
465,647

Land sales
36,191

9,303

 
82,374

21,561

Other land development revenues
1,753

2,650

 
4,818

6,444

Cost of land sales
(27,477
)
(2,852
)
 
(60,064
)
(5,102
)
Other land development expenses
(2,742
)
(1,962
)
 
(7,006
)
(6,584
)
Corporate general and administrative expenses
(16,480
)
(17,917
)
 
(46,081
)
(51,779
)
Interest and other income
21,964

12,190

 
43,136

32,861

Interest expense
(50,836
)
(54,408
)
 
(147,524
)
(168,023
)
Amortization of mortgage procurement costs
(1,807
)
(2,239
)
 
(5,548
)
(6,676
)
Non-real estate depreciation and amortization
(687
)
(762
)
 
(2,078
)
(2,335
)
Tax credit income
(3,916
)
(3,081
)
 
(9,128
)
(9,025
)
Change in fair market value of nondesignated hedges
416

(42
)
 
(1,387
)
1,944

Straight-line rent adjustments
(2,797
)
(2,758
)
 
(9,732
)
(7,969
)
Other

248

 
(113
)
2,188

Operating FFO attributable to Forest City Realty Trust, Inc.
$
110,145

$
95,407

 
$
310,200

$
273,152




24

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


Reconciliation of Net Earnings (GAAP) to EBITDA (non-GAAP)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Net earnings (loss) attributable to Forest City Realty Trust, Inc. (GAAP)
$
5,454

$
(430,861
)
 
$
103,124

$
(160,227
)
Depreciation and amortization
77,851

79,642

 
238,991

238,865

Interest expense (2)
50,836

54,408

 
147,524

168,023

Amortization of mortgage procurement costs
1,807

2,239

 
5,548

6,676

Income tax expense
304

525

 
5,009

83,539

EBITDA attributable to Forest City Realty Trust, Inc. (Non-GAAP)
$
136,252

$
(294,047
)
 
$
500,196

$
336,876

Impairment of real estate
54,888

448,661

 
54,888

463,225

Net loss on extinguishment of debt


 
4,468

29,933

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
(25,180
)
(14,067
)
 
(91,498
)
(125,815
)
Nets pre-tax EBITDA


 

1,400

Organizational transformation and termination benefits
2,633

8,092

 
14,021

22,493

Adjusted EBITDA attributable to Forest City Realty Trust, Inc. (Non-GAAP)
$
168,593

$
148,639

 
$
482,075

$
455,178

 
 
 
 
 
 
 
As of September 30,
 
As of September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Nonrecourse mortgage debt and notes payable, net, at company share
$
4,939,820

$
5,685,413

 
$
4,939,820

$
5,685,413

Revolving credit facility


 


Term loan, net
333,568


 
333,568


Convertible senior debt, net
112,523

112,067

 
112,523

112,067

Total debt
$
5,385,911

$
5,797,480

 
$
5,385,911

$
5,797,480

Less cash and equivalents
(226,353
)
(442,216
)
 
(226,353
)
(442,216
)
Less cash and equivalents on assets held for sale

(1,215
)
 

(1,215
)
Net Debt
$
5,159,558

$
5,354,049

 
$
5,159,558

$
5,354,049

Net Debt to Adjusted EBITDA (Annualized) (1)
7.7
x
9.0
x
 
8.0
x
8.8
x

(1)
Adjusted EBITDA for the three months ended September 30, 2016 includes write-offs of abandoned development projects of $10,058 ($40,232 annualized). Excluding write-offs of development projects, Net Debt to Adjusted EBITDA for the three months ended September 30, 2016 would have been 8.4x.

(2)
The following table provides detail of interest expense:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Full consolidation
$
31,597

$
34,060

 
$
88,473

$
101,130

Noncontrolling interest
(4,585
)
(3,906
)
 
(12,119
)
(8,944
)
Unconsolidated entities at Company share
23,824

24,254

 
71,170

74,099

Discontinued operations at Company share


 

1,738

Company share
$
50,836

$
54,408

 
$
147,524

$
168,023


25

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


fcrtex991_chart-13759.jpg



26



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


fcrtex991_chart-20328.jpg



27



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 real estate portfolio;
Sustainable Capital Structure: Improving our metrics by delevering our balance sheet and activating our existing pipeline; and
Operational Excellence: Using the strength of the enterprise to maximize efficiency, effectiveness and customer satisfaction through continuous business process improvements.

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-13849.jpg fcrtex991_chart-15663.jpg

*
NOI in our core and non-core markets include activity from our Federally Assisted Housing portfolio. Excluding these, NOI in our core and non-core markets would have been 90% and 10%, respectively, for the nine months ended September 30, 2017, as disclosed on page 21 of this supplemental package.
**
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.

28



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


fcrtex991_chart-17554.jpg fcrtex991_chart-18997.jpgfcrtex991_chart-20456.jpg fcrtex991_chart-22028.jpg

29



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


Development Pipeline
Phased Openings and Projects Under Construction
September 30, 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Axis
Los Angeles, CA
Q3-17/Q2-18
30
%
 
30
%
 
$
140.4

$
41.8

 
$
135.6

$
46.5

391

 
15,000

 
11
%
Greenland Joint Venture (e):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38 Sixth Ave
Brooklyn, NY
Q3-17/Q4-17
30
%
(f)
30
%
 
$
202.7

$
50.1

 
$
162.2

$
42.6

303

 
28,000

 
0
%
Pacific Park - Parking (g)
Brooklyn, NY
Q1-17/Q1-18
30
%
(f)
30
%
 
46.2

4.1

 
39.2

2.1


 

 
 
 
 
 
 
 
 
 
$
248.9

$
54.2

 
$
201.4

$
44.7

303

 
28,000

 
 
Total Phased Openings
$
389.3

$
96.0

 
$
337.0

$
91.2

694

 
43,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apartments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ardan
Dallas, TX
Q1-18/Q2-18
30
%
 
30
%
 
$
122.1

$
36.2

 
$
75.3

$
25.7

389

 
4,250

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mint Town Center
Denver, CO
Q4-17/Q1-18
95
%
 
95
%
 
94.0

89.3

 
77.9

74.1

399

 
7,000

 
 
Ballston Quarter Residential
Arlington, VA
Q3-18/Q1-19
51
%
(f)
51
%
 
181.9

92.9

 
54.0

29.6

406

 
53,000

 
 
The Yards - The Guild
Washington, D.C.
Q1-19
0
%
(h)
0
%
 
94.5

0.0

 
35.6

0.0

191

 
6,000

 
 
Capper 769
Washington, D.C.
Q1-19
25
%
(f)
25
%
 
71.8

17.9

 
18.2

4.5

179

 

 
 
 
 
 
 
 
 
 
$
564.3

$
236.3

 
$
261.0

$
133.9

1,564

 
70,250

 
 
Retail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ballston Quarter Redevelopment
Arlington, VA
Q3-18
51
%
(f)
51
%
 
86.7

44.2

 
48.4

29.8


 
307,000

 
42
%
Total Projects Under Construction (i)
$
651.0

$
280.5

 
$
309.4

$
163.7



 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated Initial Yield on Cost (j):
6.6% - 7.1%


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See footnotes on the following page.











30



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


Development Pipeline
Property Openings
September 30, 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
 
 
 
 
 
 
 
 
 
 
 
 
 
Office:
 
 
 
 
 
 
 
 
 
 
 
 
 
The Bridge at Cornell Tech
Roosevelt Island, NY
Q2-17
100
%
 
100
%
 
$
164.1

$
164.1


 
235,000

 
50
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apartments:
 
 
 
 
 
 
 
 
 
 
 
 
 
VYV
Jersey City, NJ
Q3-17
50
%
(f)
50
%
 
$
214.3

$
107.1

421

 
9,000

 
8
%
Greenland Joint Venture (e):
 
 
 
 
 
 
 
 
 
 
 
 
550 Vanderbilt (condominiums)
Brooklyn, NY
Q1-17/Q3-17
30
%
(f)
30
%
 
$
362.7

$
116.4

278

 
7,000

 


535 Carlton
Brooklyn, NY
Q1-17/Q2-17
30
%
(f)
30
%
 
168.1

41.7

298

 

 
51
%
 
 
 
 
 
 
 
$
530.8

$
158.1

576

 
7,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
461 Dean Street (k)
Brooklyn, NY
Q3-16/Q1-17
100
%
 
100
%
 
151.3

151.3

363

 
4,000

 
90
%
The Bixby
Washington, D.C.
Q3-16/Q2-17
25
%
(f)
25
%
 
59.2

11.8

195

 

 
99
%
Arizona State Retirement System Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
Eliot on 4th
Washington, D.C.
Q1-17/Q3-17
30
%
 
30
%
 
$
138.3

$
42.6

365

 
5,000

 
54
%
NorthxNorthwest
Philadelphia, PA
Q4-16/Q1-17
30
%
 
30
%
 
115.0

33.5

286

 

 
41
%
 
 
 
 
 
 
 
$
253.3

$
76.1

651

 
5,000

 
 
 
 
 
 
 
 
 
$
1,208.9

$
504.4

2,206

 
25,000

 
 
Retail:
 
 
 
 
 
 
 
 
 
 
 
 
 
The Yards - District Winery
Washington, D.C.
Q3-17
100
%
 
100
%
 
$
10.6

$
10.6


 
16,150

 
100
%
Total Property Openings
$
1,383.6

$
679.1

 
 
 
 
 
(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 October 26, 2017.
(e)
During the year ended December 31, 2016, the Company recorded an impairment related to our equity method investment in the Greenland Joint Venture, of which was partially allocated to the assets listed above. Costs at completion and incurred to date amounts at company share have been adjusted by this impairment.
(f)
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.
(g)
Expected to include 370 parking spaces.
(h)
Represents an apartment community under construction in which the Company has a 0% legal ownership interest. 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.
(i)
Of the remaining project costs, the Company has undrawn construction loan commitments, net of construction payables, of $134.3 million at the company’s share ($333.9 million at 100%).
(j)
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.
(k)
During the three months ended September 30, 2017, the Company recorded an impairment related to 461 Dean Street of $44.3 million. Costs at completion has been adjusted by this impairment.

31



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


Development Pipeline
Projects Under Development
September 30, 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 and other projects in core markets represent company ownership costs of $225.1 million ($167.6 million at full consolidation) of Projects Under Development on our balance sheet and company ownership mortgage debt, net of $166.0 million ($9.2 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. Current partially opened projects include 38 Sixth Ave, a 303-unit, 100% affordable rental building, and parking garages which are expected to include 370 parking spaces. 550 Vanderbilt, a 278-unit condominium building, 535 Carlton, a 100% affordable rental building with 298 apartment units, and 461 Dean Street, a 50% market-rate and 50% affordable rental building with 363 apartment units, are 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 194,000 square feet of retail. Currently under construction is The Guild, a 191-unit apartment building. The District Winery, a 16,150 square-foot retail building, which is 100% leased to a single tenant, is complete.
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 approximately 50,000 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 360,000 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 in downtown San Francisco. The project is comprised of an office building of approximately 633,000 square feet and an apartment building with approximately 295 residential units. 5M 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.

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 completed is VYV, a 421-unit apartment building.



32



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


Development Pipeline
Summary of Development Projects
September 30, 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 approximate related developable square footage, 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

$
55,003

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

69,016

Waterfront Station - Washington, D.C.

634,441

57,949


692,390

 

285,498

26,078


311,576

10,705

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

39,635

5M - San Francisco, CA
618,424

260,203

21,830


900,457

 
154,606

260,203

10,708


425,517

31,594

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

5,329,319

340,687


5,670,006

 

2,664,663

170,343


2,835,006

13,275

Other
414,344

935,000

252,373


1,601,717

 
62,152

467,500

233,356


763,008

5,848

 
8,635,040

16,204,163

1,499,327

2,459,024

28,797,554

 
6,721,853

9,773,833

1,246,973

1,770,610

19,513,269

$
225,076

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

33,450

Projects under development - Operating Properties





 





24,231

Total
10,225,935

16,578,380

1,599,071

2,459,024

30,862,410

 
8,312,748

10,148,050

1,346,717

1,770,610

21,578,125

$
282,757

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 September 30, 2017, we own 449 gross acres, of which 150 acres are saleable. We also have an option to purchase an additional 397 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.

33



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

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 September 30, 2017, follows:
 
Requirement
Per  Agreements
 
As of
September 30, 2017
 
As of
December 31, 2016
Credit Facility Financial Covenants 
 
 
 
 
 
Maximum Total Leverage Ratio
≤65%
 
46.8
%
 
49.5
%
Maximum Secured Leverage Ratio
≤55%
 
43.2
%
 
45.5
%
Maximum Secured Recourse Leverage Ratio 
≤15%
 
0.0
%
 
0.0
%
Maximum Unsecured Leverage Ratio
≤60%
 
17.9
%
 
19.9
%
Minimum Fixed Charge Coverage Ratio
≥1.50x
 
2.14
x
 
1.95
x
Minimum Unencumbered Interest Coverage Ratio
≥1.50x
 
6.93
x
 
10.07
x

34



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

Nonrecourse Debt Maturities Table (dollars in thousands)
As of September 30, 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
$
158,827

$
9,885

$
62,374

$
211,316

 
$
207,216

$
7,819

$
247,112

$
446,509

Weighted average rate
6.14
%
6.52
%
5.57
%
5.96
%
 
4.53
%
3.58
%
4.95
%
4.78
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
31,940

4,320

586

28,206

 
186,035

112,251

216,911

290,695

Weighted average rate
3.92
%
3.90
%
3.78
%
3.92
%
 
3.71
%
3.60
%
5.26
%
4.91
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt




 
100,807

1,616

20,000

119,191

Weighted average rate




 
1.88
%
1.80
%
2.50
%
1.98
%
Total variable-rate debt
31,940

4,320

586

28,206

 
286,842

113,867

236,911

409,886

Total Nonrecourse Debt
$
190,767

$
14,205

$
62,960

$
239,522

 
$
494,058

$
121,686

$
484,023

$
856,395

Weighted Average Rate
5.77
%
5.72
%
5.55
%
5.72
%
 
3.68
%
3.57
%
4.99
%
4.44
%
 
 
 
 
 
 
 
 
 
 
 
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
$
105,340

$
4,362

$
30,949

$
131,927

 
$
159,192

$
22,629

$
166,062

$
302,625

Weighted average rate
4.09
%
4.25
%
5.45
%
4.40
%
 
5.04
%
4.36
%
4.69
%
4.90
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
361,141

137,006

99,042

323,177

 
69,737


1,139

70,876

Weighted average rate
3.11
%
2.99
%
4.32
%
3.53
%
 
3.76
%

2.97
%
3.74
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
8,500



8,500

 




Weighted average rate    
3.96
%


3.96
%
 




Total variable-rate debt
369,641

137,006

99,042

331,677

 
69,737


1,139

70,876

Total Nonrecourse Debt
$
474,981

$
141,368

$
129,991

$
463,604

 
$
228,929

$
22,629

$
167,201

$
373,501

Weighted Average Rate
3.34
%
3.03
%
4.59
%
3.79
%
 
4.65
%
4.36
%
4.67
%
4.68
%

35



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

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of September 30, 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
$
171,301

$
4,923

$
60,532

$
226,910

 
$
1,041,039

$
116,210

$
1,297,428

$
2,222,257

Weighted average rate
4.64
%
3.49
%
4.75
%
4.69
%
 
4.10
%
4.43
%
4.09
%
4.08
%
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
23,643


600

24,243

 
23,398


450

23,848

Weighted average rate
4.57
%

1.97
%
4.51
%
 
3.44
%

1.97
%
3.41
%
 
 
 
 
 
 
 
 
 
 
Tax-Exempt




 
513,657

142,244

184,070

555,483

Weighted average rate




 
1.87
%
1.84
%
2.17
%
1.98
%
Total variable-rate debt
23,643


600

24,243

 
537,055

142,244

184,520

579,331

Total Nonrecourse Debt
$
194,944

$
4,923

$
61,132

$
251,153

 
$
1,578,094

$
258,454

$
1,481,948

$
2,801,588

Weighted Average Rate
4.63
%
3.49
%
4.72
%
4.68
%
 
3.37
%
3.01
%
3.85
%
3.65
%
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Full
Consolidation
Noncontrolling
Interest
Company Share of Unconsolidated Entities
Company Share
 
 
 
 
 
Fixed:
 
 
 
 
 
 
 
 
 
Fixed-rate debt
$
1,842,915

$
165,828

$
1,864,457

$
3,541,544

 
 
 
 
 
Weighted average rate
4.46
%
4.47
%
4.35
%
4.40
%
 
 
 
 
 
Variable:
 
 
 
 
 
 
 
 
 
Variable-rate debt
695,894

253,577

318,728

761,045

 
 
 
 
 
Weighted average rate
3.44
%
3.28
%
4.95
%
4.12
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-Exempt
622,964

143,860

204,070

683,174

 
 
 
 
 
Weighted average rate    
1.90
%
1.84
%
2.21
%
2.00
%
 
 
 
 
 
Total variable-rate debt
1,318,858

397,437

522,798

1,444,219

 
 
 
 
 
Total Nonrecourse Debt
$
3,161,773

$
563,265

$
2,387,255

$
4,985,763

 
 
 
 
 
Net unamortized mortgage procurement costs
(32,484
)
(8,909
)
(22,368
)
$
(45,943
)
 
 
 
 
 
Total Nonrecourse Debt, net
$
3,129,289

$
554,356

$
2,364,887

$
4,939,820

 
 
 
 
 
Weighted Average Rate
3.73
%
3.27
%
4.25
%
4.03
%
 
 
 
 
 
 

36






Forest City Realty Trust, Inc. and Subsidiaries - Appendix
Third 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


37



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.


38



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


 
September 30, 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
$
111,392

$
218,893

 
$
110,427

$
137,312

Apartments
369,290

777,443

 
374,128

970,009

Retail

1,979,863

 

1,979,903

Total Operations
480,682

2,976,199

 
484,555

3,087,224

Recently-Opened Properties/Redevelopment
486,146

212,400

 
339,735

123,511

Corporate


 


Total completed rental properties
966,828

3,188,599

 
824,290

3,210,735

Projects under construction
 
 
 
 
 
Office


 


Apartments
130,201

119,451

 
210,836

251,938

Retail

29,788

 

17,618

Total projects under construction
130,201

149,239

 
210,836

269,556

Projects under development
 
 
 
 
 
Operating properties

22,144

 

24,121

Office

3,295

 
9,021

3,287

Apartments
15,817

71,931

 

26,092

Retail

1,320

 

1,320

Total projects under development
15,817

98,690

 
9,021

54,820

Total projects under construction and development
146,018

247,929

 
219,857

324,376

Land inventory
5,039

946

 
5,026

4,359

Total Real Estate
1,117,885

3,437,474

 
1,049,173

3,539,470

Less accumulated depreciation
(109,191
)
(743,954
)
 
(90,917
)
(790,385
)
Real Estate, net
1,008,694

2,693,520

 
958,256

2,749,085

Cash and equivalents
31,932

64,610

 
22,269

69,128

Restricted cash
15,225

83,317

 
7,429

109,093

Accounts receivable, net
8,380

58,938

 
9,693

55,751

Notes receivable
(18,113
)
19,893

 
12,343

17,239

Investments in and advances to unconsolidated entities
(55,695
)
(558,178
)
 
(58,189
)
(569,864
)
Lease procurement costs, net
3,132

58,728

 
3,040

60,150

Prepaid expenses and other deferred costs, net
6,776

17,253

 
7,192

23,458

Intangible assets, net
12,737

11,730

 
14,008

12,446

Total Assets
$
1,013,068

$
2,449,811

 
$
976,041

$
2,526,486













39



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


 
September 30, 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
$
40,701

$
179,116

 
$
41,605

$
112,409

Apartments
201,526

538,356

 
209,660

643,307

Retail

1,352,431

 

1,366,375

Total Operations
242,227

2,069,903

 
251,265

2,122,091

Recently-Opened Properties/Redevelopment
298,523

122,351

 
207,577

75,482

Total completed rental properties
540,750

2,192,254

 
458,842

2,197,573

Projects under construction
 
 
 
 
 
Office


 


Apartments
13,606

15,756

 
49,485

98,497

Retail


 


Total projects under construction
13,606

15,756

 
49,485

98,497

Projects under development
 
 
 
 
 
Operating properties


 


Office


 


Apartments

156,877

 

154,599

Retail


 


Total projects under development

156,877

 

154,599

Total projects under construction and development
13,606

172,633

 
49,485

253,096

Land inventory


 


Nonrecourse mortgage debt and notes payable, net
554,356

2,364,887

 
508,327

2,450,669

Revolving credit facility


 


Term loan, net


 


Convertible senior debt, net


 


Construction payables
44,548

64,610

 
53,749

65,684

Operating accounts payable and accrued expenses
45,395

141,438

 
27,753

161,767

Accrued derivative liability

2,605

 
654

4,543

Total Accounts payable, accrued expenses and other liabilities
89,943

208,653

 
82,156

231,994

Cash distributions and losses in excess of investments in unconsolidated entities
(20,614
)
(123,729
)
 
(16,603
)
(156,177
)
Total Liabilities
623,685

2,449,811

 
573,880

2,526,486

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


 


Accumulated other comprehensive loss


 


Total Stockholders’ Equity


 


Noncontrolling interest
389,383


 
402,161


Total Equity
389,383


 
402,161


Total Liabilities and Equity
$
1,013,068

$
2,449,811

 
$
976,041

$
2,526,486




40



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


 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
(in thousands)
Revenues
 
 
 
 
 
Rental
$
17,546

$
64,381

 
$
14,714

$
63,095

Tenant recoveries
1,925

17,667

 
2,077

17,367

Service and management fees
51

2,004

 
62

4,484

Parking and other
958

4,752

 
918

4,595

Arena


 


Land sales
2,092

16,497

 
1,022


Subsidized Senior Housing

3,206

 

12,527

Military Housing


 


Total revenues
22,572

108,507

 
18,793

102,068

Expenses
 
 
 
 
 
Property operating and management
7,541

26,419

 
5,969

29,130

Real estate taxes
2,423

9,131

 
1,691

8,339

Ground rent
49

2,635

 
133

2,926

Arena operating


 


Cost of land sales
1,305

15,481

 
296


Subsidized Senior Housing operating

1,996

 

8,253

Military Housing operating


 


Corporate general and administrative


 


Organizational transformation and termination benefits


 


 
11,318

55,662

 
8,089

48,648

Depreciation and amortization
6,079

23,736

 
5,889

22,639

Write-offs of abandoned development projects and demolition costs

1,179

 


Impairment of real estate

10,600

 

306,400

Total expenses
17,397

91,177

 
13,978

377,687

Operating income (loss)
5,175

17,330

 
4,815

(275,619
)
Interest and other income
514

2,117

 
382

592

Net gain on disposition of interest in unconsolidated entities

27,721

 


Interest expense
(4,585
)
(23,824
)
 
(3,906
)
(24,254
)
Amortization of mortgage procurement costs
(353
)
(822
)
 
(78
)
(1,003
)
Loss on extinguishment of debt


 


Earnings (loss) before income taxes and earnings (loss) from unconsolidated entities
751

22,522

 
1,213

(300,284
)
Equity in earnings
2,894

(5,401
)
 
69

(6,116
)
Net gain on disposition of interest in unconsolidated entities
1,107

(27,721
)
 


Impairment of real estate

10,600

 

306,400


4,001

(22,522
)
 
69

300,284

Earnings (loss) before income taxes
4,752


 
1,282


Income tax expense (benefit) of taxable REIT subsidiaries
 
 
 
 
 
Current


 


Deferred


 


 


 


Earnings (loss) before loss on disposal of real estate
4,752


 
1,282


Net gain 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
2,285


 


Earnings (loss) from continuing operations
7,037


 
1,282


Discontinued operations, net of tax
 
 
 
 
 
Operating loss from rental properties


 


Gain (loss) on disposition of rental properties


 


Equity in earnings (loss)


 


 


 


Net earnings (loss)
7,037


 
1,282


Noncontrolling interests, gross of tax
 
 
 
 
 
Earnings from continuing operations attributable to noncontrolling interests
(7,037
)

 
(1,282
)

Loss from discontinued operations attributable to noncontrolling interests


 


 
(7,037
)

 
(1,282
)

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

$

 
$

$



41



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


 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
 
Noncontrolling
Interest
Company Share of Unconsolidated Investments
Company Share of Discontinued Operations
 
(in thousands)
Revenues
 
 
 
 
 
 
Rental
$
50,355

$
191,950

 
$
40,914

$
186,515

$

Tenant recoveries
5,790

53,002

 
5,306

50,305


Service and management fees
178

6,894

 
143

8,416


Parking and other
2,613

13,794

 
2,666

13,947


Arena


 


8,136

Land sales
3,999

41,065

 
2,235

1,317


Subsidized Senior Housing

22,684

 

37,959


Military Housing


 

971


Total revenues
62,935

329,389

 
51,264

299,430

8,136

Expenses
 
 
 
 
 
 
Property operating and management
21,265

79,459

 
15,638

76,418


Real estate taxes
7,101

26,778

 
5,627

24,248


Ground rent
152

7,494

 
400

8,261


Arena operating


 


6,938

Cost of land sales
1,821

38,889

 
489

401


Subsidized Senior Housing operating

13,806

 

24,176


Military Housing operating


 

455


Corporate general and administrative


 



Organizational transformation and termination benefits


 



 
30,339

166,426

 
22,154

133,959

6,938

Depreciation and amortization
19,628

69,123

 
15,679

65,988

35

Write-offs of abandoned development projects and demolition costs

1,926

 



Impairment of real estate

10,600

 

306,400


Total expenses
49,967

248,075

 
37,833

506,347

6,973

Operating income (loss)
12,968

81,314

 
13,431

(206,917
)
1,163

Interest and other income
1,486

4,093

 
1,151

1,347


Net gain on disposition of interest in unconsolidated entities

80,018

 

12,613


Interest expense
(12,119
)
(71,170
)
 
(8,944
)
(74,099
)
(1,738
)
Amortization of mortgage procurement costs
(981
)
(2,462
)
 
(537
)
(2,797
)
(21
)
Loss on extinguishment of debt

(1,625
)
 

(849
)

Earnings (loss) before income taxes and earnings (loss) from unconsolidated entities
1,354

90,168

 
5,101

(270,702
)
(596
)
Equity in earnings
3,084

(20,750
)
 
247

(23,085
)
(1,400
)
Net gain on disposition of interest in unconsolidated entities
1,764

(80,018
)
 

(12,613
)

Impairment of real estate

10,600

 

306,400


 
4,848

(90,168
)
 
247

270,702

(1,400
)
Earnings (loss) before income taxes
6,202


 
5,348


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


 


(431
)
Deferred


 


(393
)
 


 


(824
)
Earnings (loss) before gain on disposal of real estate
6,202


 
5,348


(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
2,285


 
(185
)

64,553

Earnings (loss) from continuing operations
8,487


 
5,163


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)
8,487


 
4,387



Noncontrolling interests, gross of tax
 
 
 
 
 
 
Earnings from continuing operations attributable to noncontrolling interests
(8,487
)

 
(5,163
)


Loss from discontinued operations attributable to noncontrolling interests


 
776



 
(8,487
)

 
(4,387
)


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

$


$

$

$


42



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 debt.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
(in thousands)
Amortization and mark-to-market adjustments of derivative instruments
$
958

$
513

 
$
131

$
3,714

Interest incurred
36,001

43,972

 
104,952

129,136

Interest capitalized
(5,362
)
(10,425
)
 
(16,610
)
(31,720
)
Net interest expense
$
31,597

$
34,060

 
$
88,473

$
101,130


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:
 
Nine Months Ended September 30,
 
2017
2016
 
(in thousands)
Operating properties:
 
 
Office Segment
$
15,246

$
6,514

Apartment Segment
19,370

9,070

Retail Segment
475

4,156

Total operating properties
35,091

19,740

Corporate Segment
2,372

99

Tenant improvements:
 
 
Office Segment
24,886

13,260

Retail Segment
2,598

4,317

Total capital expenditures
$
64,947

$
37,416









43



Forest City Realty Trust, Inc. and Subsidiaries
Appendix


Interest Expense Information
 
 
 
 
 
 
Three Months Ended September 30, 2017
Three Months Ended September 30, 2016
 
Noncontrolling Interest
Company Share of Unconsolidated Entities
Noncontrolling Interest
Company Share of Unconsolidated Entities
 
(in thousands)
Amortization and mark-to-market adjustments of derivative instruments
$
19

$
9

$
21

$
8

Interest incurred
4,851

26,169

4,328

26,654

Interest capitalized
(285
)
(2,354
)
(443
)
(2,408
)
Net interest expense
$
4,585

$
23,824

$
3,906

$
24,254

 
Nine Months Ended September 30, 2017
Nine Months Ended September 30, 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
$
32

$
9

$
23

$
24

$

Interest incurred
13,540

78,916

9,959

81,214

1,738

Interest capitalized
(1,453
)
(7,755
)
(1,038
)
(7,139
)

Net interest expense
$
12,119

$
71,170

$
8,944

$
74,099

$
1,738



Capital Expenditures Information
 
Nine Months Ended September 30, 2017
Nine Months Ended September 30, 2016
 
Noncontrolling Interest
Company Share of Unconsolidated Entities
Noncontrolling Interest
Company Share of Unconsolidated Entities
 
(in thousands)
Operating properties:
 
 
 
 
Office Segment
$
857

$
441

$
223

$
1,082

Apartment Segment
2,208

13,717

1,164

8,328

Retail Segment

11,435


8,883

Total operating properties
3,065

25,593

1,387

18,293

Corporate Segment




Tenant improvements:
 
 
 
 
Office Segment
315

920

577

3,572

Retail Segment

10,968


7,343

Total capital expenditures
$
3,380

$
37,481

$
1,964

$
29,208



44



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands)

 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
Fully Consolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
82,020

$
66,374

$
6,812

$
155,206

$
12,476

$

$
167,682

Tenant recoveries
22,351

600

3,348

26,299

372


26,671

Service and management fees
577

1,463

3,725

5,765

2,387


8,152

Other revenues (includes Subsidized Senior Housing)
3,217

3,649

124

6,990

24,049


31,039


108,165

72,086

14,009

194,260

39,284


233,544

Expenses
 
 
 
 
 
 
 
Property operating and management
(25,592
)
(23,943
)
(7,682
)
(57,217
)
(14,744
)

(71,961
)
Real estate taxes
(12,270
)
(6,447
)
(1,739
)
(20,456
)
(1,292
)

(21,748
)
Ground rent
(3,242
)
(484
)
(111
)
(3,837
)


(3,837
)
Other expenses (includes Subsidized Senior Housing)




(13,301
)
(19,113
)
(32,414
)

(41,104
)
(30,874
)
(9,532
)
(81,510
)
(29,337
)
(19,113
)
(129,960
)
Less organizational transformation and termination benefits





2,633

2,633

Write-offs of abandoned development projects and demolition costs







Interest and other income





20,361

20,361

Adjusted EBITDA attributable to Fully Consolidated Entities
$
67,061

$
41,212

$
4,477

$
112,750

$
9,947

$
3,881

$
126,578

Exclude:
 
 
 
 
 
 
 
Land sales




(21,786
)

(21,786
)
Other land development revenues




(1,781
)

(1,781
)
Cost of land sales




13,301


13,301

Other land development expenses




2,977


2,977

Corporate general and administrative expenses





16,480

16,480

Write-offs of abandoned development projects







Interest and other income





(20,361
)
(20,361
)
Subtotal NOI exclusions
$

$

$

$

$
(7,289
)
$
(3,881
)
$
(11,170
)
Net Operating Income attributable to Fully Consolidated Entities
$
67,061

$
41,212

$
4,477

$
112,750

$
2,658

$

$
115,408

NOI exclusions per above
11,170

Depreciation and Amortization
(60,194
)
Interest Expense
(31,597
)
Amortization of mortgage procurement costs
(1,338
)
Impairment of real estate
(44,288
)
Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits
(2,633
)
Earnings (loss) from unconsolidated entities
26,523

Earnings (loss) before income taxes
$
13,051

Margin % (based on Adjusted EBITDA)
62.0
%
57.2
%
32.0
%
58.0
%
25.3
 %
0.0
%
54.2
%

45



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended September 30, 2017
Noncontrolling Interest
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
3,303

$
8,881

$

$
12,184

$
5,362

$

$
17,546

Tenant recoveries
1,862

44


1,906

19


1,925

Service and management fees




51


51

Other revenues (includes Subsidized Senior Housing)
126

385


511

2,539


3,050


5,291

9,310


14,601

7,971


22,572

Expenses
 
 
 
 
 
 
 
Property operating and management
(1,707
)
(2,217
)

(3,924
)
(3,617
)

(7,541
)
Real estate taxes
(796
)
(922
)

(1,718
)
(705
)

(2,423
)
Ground rent
(80
)
31


(49
)


(49
)
Other expenses (includes Subsidized Senior Housing)




(1,305
)

(1,305
)

(2,583
)
(3,108
)

(5,691
)
(5,627
)

(11,318
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects and demolition costs







Interest and other income





514

514

Adjusted EBITDA attributable to Noncontrolling Interest
$
2,708

$
6,202

$

$
8,910

$
2,344

$
514

$
11,768

Exclude:
 
 
 
 
 
 
 
Land sales




(2,092
)

(2,092
)
Other land development revenues




(178
)

(178
)
Cost of land sales




1,305


1,305

Other land development expenses




294


294

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs







Interest and other income





(514
)
(514
)
Subtotal NOI exclusions
$

$

$

$

$
(671
)
$
(514
)
$
(1,185
)
Net Operating Income attributable to Noncontrolling Interest
$
2,708

$
6,202

$

$
8,910

$
1,673

$

$
10,583

NOI exclusions per above
1,185

Depreciation and Amortization
(6,079
)
Interest Expense
(4,585
)
Amortization of mortgage procurement costs
(353
)
Impairment of real estate

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits

Earnings (loss) from unconsolidated entities
4,001

Earnings (loss) before income taxes
$
4,752

Margin % (based on Adjusted EBITDA)
51.2
%
66.6
%
0.0
%
61.0
%
29.4
 %
0.0
%
52.1
%

46



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended September 30, 2017
Company Share of Unconsolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
6,752

$
19,627

$
37,461

$
63,840

$
541

$

$
64,381

Tenant recoveries
1,248

173

16,026

17,447

220


17,667

Service and management fees
453

823

711

1,987

17


2,004

Other revenues (includes Subsidized Senior Housing)
484

4,169

3,089

7,742

16,713


24,455


8,937

24,792

57,287

91,016

17,491


108,507

Expenses
 
 
 
 
 
 
 
Property operating and management
(2,145
)
(7,841
)
(13,881
)
(23,867
)
(2,552
)

(26,419
)
Real estate taxes
(893
)
(1,822
)
(6,339
)
(9,054
)
(77
)

(9,131
)
Ground rent
(589
)
(256
)
(1,790
)
(2,635
)


(2,635
)
Other expenses (includes Subsidized Senior Housing)

(1,996
)

(1,996
)
(15,481
)

(17,477
)

(3,627
)
(11,915
)
(22,010
)
(37,552
)
(18,110
)

(55,662
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects and demolition costs

(677
)

(677
)
(502
)

(1,179
)
Interest and other income





2,117

2,117

Adjusted EBITDA attributable to Unconsolidated Entities
$
5,310

$
12,200

$
35,277

$
52,787

$
(1,121
)
$
2,117

$
53,783

Exclude:
 
 
 
 
 
 
 
Land sales




(16,497
)

(16,497
)
Other land development revenues




(150
)

(150
)
Cost of land sales




15,481


15,481

Other land development expenses




59


59

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs

677


677

502


1,179

Interest and other income





(2,117
)
(2,117
)
Subtotal NOI exclusions
$

$
677

$

$
677

$
(605
)
$
(2,117
)
$
(2,045
)
Net Operating Income attributable to Unconsolidated Entities
$
5,310

$
12,877

$
35,277

$
53,464

$
(1,726
)
$

$
51,738

NOI exclusions per above
2,045

Depreciation and Amortization
(23,736
)
Interest Expense
(23,824
)
Amortization of mortgage procurement costs
(822
)
Impairment of real estate
(10,600
)
Net gain on disposition of interest in unconsolidated entities
27,721

Organizational transformation and termination benefits

Earnings (loss) from unconsolidated entities
(22,522
)
Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
59.4
%
49.2
%
61.6
%
58.0
%
(6.4
)%
0.0
%
49.6
%

47



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended September 30, 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







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







Subtotal NOI exclusions
$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$

NOI exclusions per above

Depreciation and Amortization

Interest Expense

Amortization of mortgage procurement costs

Impairment of real estate

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits

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
%

48



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended September 30, 2016
Fully Consolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
83,639

$
65,460

$
9,052

$
158,151

$
4,106

$

$
162,257

Tenant recoveries
25,919

971

6,248

33,138

617


33,755

Service and management fees
(916
)
4,422

6,189

9,695

7,332


17,027

Other revenues (includes Subsidized Senior Housing)
8,145

3,317

(993
)
10,469

14,022


24,491


116,787

74,170

20,496

211,453

26,077


237,530

Expenses
 
 
 
 
 
 
 
Property operating and management
(31,937
)
(26,823
)
(12,827
)
(71,587
)
(15,873
)

(87,460
)
Real estate taxes
(13,387
)
(6,085
)
(1,874
)
(21,346
)
(336
)

(21,682
)
Ground rent
(3,162
)
(507
)
(111
)
(3,780
)


(3,780
)
Other expenses (includes Subsidized Senior Housing)




(3,148
)
(26,009
)
(29,157
)

(48,486
)
(33,415
)
(14,812
)
(96,713
)
(19,357
)
(26,009
)
(142,079
)
Less organizational transformation and termination benefits





8,092

8,092

Write-offs of abandoned development projects




(10,058
)

(10,058
)
Interest and other income





11,980

11,980

Earnings (loss) from unconsolidated entities in Adjusted EBITDA







Adjusted EBITDA attributable to Fully Consolidated Entities
$
68,301

$
40,755

$
5,684

$
114,740

$
(3,338
)
$
(5,937
)
$
105,465

Exclude:
 
 
 
 
 
 
 
Land sales




(10,325
)

(10,325
)
Other land development revenues




(2,636
)

(2,636
)
Cost of land sales




3,148


3,148

Other land development expenses




1,993


1,993

Corporate general and administrative expenses





17,917

17,917

Write-offs of abandoned development projects




10,058


10,058

Interest and other income





(11,980
)
(11,980
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA







Subtotal NOI exclusions
$

$

$

$

$
2,238

$
5,937

$
8,175

Net Operating Income attributable to Fully Consolidated Entities
$
68,301

$
40,755

$
5,684

$
114,740

$
(1,100
)
$

$
113,640

NOI exclusions per above
(8,175
)
Depreciation and Amortization
(62,892
)
Interest Expense
(34,060
)
Amortization of mortgage procurement costs
(1,314
)
Impairment of real estate
(142,261
)
Net loss on extinguishment of debt

Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits
(8,092
)
(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(299,967
)
Earnings (loss) before income taxes
$
(443,121
)
Margin % (based on Adjusted EBITDA)
58.5
%
54.9
%
27.7
%
54.3
%
(12.8
)%
0.0
%
44.4
%

49



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended September 30, 2016
Noncontrolling Interest
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
3,193

$
9,183

$

$
12,376

$
2,338

$

$
14,714

Tenant recoveries
2,041

30


2,071

6


2,077

Service and management fees




62


62

Other revenues (includes Subsidized Senior Housing)
129

385


514

1,426


1,940


5,363

9,598


14,961

3,832


18,793

Expenses
 
 
 
 
 
 
 
Property operating and management
(1,994
)
(2,131
)

(4,125
)
(1,844
)

(5,969
)
Real estate taxes
(750
)
(938
)

(1,688
)
(3
)

(1,691
)
Ground rent
(80
)
(53
)

(133
)


(133
)
Other expenses (includes Subsidized Senior Housing)




(296
)

(296
)

(2,824
)
(3,122
)

(5,946
)
(2,143
)

(8,089
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects







Interest and other income





382

382

Earnings (loss) from unconsolidated entities in Adjusted EBITDA







Adjusted EBITDA attributable to Noncontrolling Interest
$
2,539

$
6,476

$

$
9,015

$
1,689

$
382

$
11,086

Exclude:
 
 
 
 
 
 
 
Land sales




(1,022
)

(1,022
)
Other land development revenues




(263
)

(263
)
Cost of land sales




296


296

Other land development expenses




147


147

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs







Interest and other income





(382
)
(382
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA







Subtotal NOI exclusions
$

$

$

$

$
(842
)
$
(382
)
$
(1,224
)
Net Operating Income attributable to Noncontrolling Interest
$
2,539

$
6,476

$

$
9,015

$
847

$

$
9,862

NOI exclusions per above
1,224

Depreciation and Amortization
(5,889
)
Interest Expense
(3,906
)
Amortization of mortgage procurement costs
(78
)
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
69

Earnings (loss) before income taxes
$
1,282

Margin % (based on Adjusted EBITDA)
47.3
%
67.5
%
0.0
%
60.3
%
44.1
 %
0.0
%
59.0
%

50



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended September 30, 2016
Company Share of Unconsolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
4,404

$
19,728

$
36,451

$
60,583

$
2,512

$

$
63,095

Tenant recoveries
1,124

208

15,606

16,938

429


17,367

Service and management fees
1,409

2,354

698

4,461

23


4,484

Other revenues (includes Subsidized Senior Housing)
346

13,520

2,755

16,621

501


17,122


7,283

35,810

55,510

98,603

3,465


102,068

Expenses
 
 
 
 
 
 
 
Property operating and management
(3,172
)
(9,475
)
(13,906
)
(26,553
)
(2,577
)

(29,130
)
Real estate taxes
(589
)
(1,609
)
(5,722
)
(7,920
)
(419
)

(8,339
)
Ground rent
(234
)
(255
)
(2,108
)
(2,597
)
(329
)

(2,926
)
Other expenses (includes Subsidized Senior Housing)

(8,253
)

(8,253
)


(8,253
)

(3,995
)
(19,592
)
(21,736
)
(45,323
)
(3,325
)

(48,648
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects







Interest and other income





592

592

Earnings (loss) from unconsolidated entities in Adjusted EBITDA

(46
)

(46
)
294


248

Adjusted EBITDA attributable to Unconsolidated Entities
$
3,288

$
16,172

$
33,774

$
53,234

$
434

$
592

$
54,260

Exclude:
 
 
 
 
 
 
 
Land sales







Other land development revenues




(277
)

(277
)
Cost of land sales







Other land development expenses




116


116

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs







Interest and other income





(592
)
(592
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA

46


46

(294
)

(248
)
Subtotal NOI exclusions
$

$
46

$

$
46

$
(455
)
$
(592
)
$
(1,001
)
Net Operating Income attributable to Unconsolidated Entities
$
3,288

$
16,218

$
33,774

$
53,280

$
(21
)
$

$
53,259

NOI exclusions per above
1,001

Depreciation and Amortization
(22,639
)
Interest Expense
(24,254
)
Amortization of mortgage procurement costs
(1,003
)
Impairment of real estate
(306,400
)
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
(248
)
Earnings (loss) from unconsolidated entities
300,284

Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
45.1
%
45.2
%
60.8
%
54.0
%
12.5
 %
0.0
%
53.2
%

51



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Three Months Ended September 30, 2016
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







Interest and other income







Earnings (loss) from unconsolidated entities in Adjusted EBITDA







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







Earnings (loss) from unconsolidated entities in Adjusted EBITDA







Subtotal NOI exclusions
$

$

$

$

$

$

$

Net Operating Income attributable to Discontinued Operations
$

$

$

$

$

$

$

NOI exclusions per above

Depreciation and Amortization

Interest Expense

Amortization of mortgage procurement costs

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

Earnings (loss) before income taxes
$

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


52



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 2017
Fully Consolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
252,913

$
197,444

$
20,230

$
470,587

$
25,508

$

$
496,095

Tenant recoveries
67,895

1,634

10,011

79,540

1,195


80,735

Service and management fees
1,944

6,639

12,862

21,445

8,197


29,642

Other revenues (includes Subsidized Senior Housing)
16,335

10,781

700

27,816

51,704


79,520


339,087

216,498

43,803

599,388

86,604


685,992

Expenses
 
 
 
 
 
 
 
Property operating and management
(82,382
)
(76,049
)
(25,858
)
(184,289
)
(44,623
)

(228,912
)
Real estate taxes
(36,603
)
(19,402
)
(4,683
)
(60,688
)
(3,617
)

(64,305
)
Ground rent
(9,633
)
(1,517
)
(341
)
(11,491
)


(11,491
)
Other expenses (includes Subsidized Senior Housing)




(22,996
)
(60,102
)
(83,098
)

(128,618
)
(96,968
)
(30,882
)
(256,468
)
(71,236
)
(60,102
)
(387,806
)
Less organizational transformation and termination benefits





14,021

14,021

Write-offs of abandoned development projects and demolition costs




(1,596
)

(1,596
)
Interest and other income





40,529

40,529

Loss on disposition of interest in development project




(113
)

(113
)
Adjusted EBITDA attributable to Fully Consolidated Entities
$
210,469

$
119,530

$
12,921

$
342,920

$
13,659

$
(5,552
)
$
351,027

Exclude:
 
 
 
 
 
 
 
Land sales




(45,308
)

(45,308
)
Other land development revenues




(4,748
)

(4,748
)
Cost of land sales




22,996


22,996

Other land development expenses




7,575


7,575

Corporate general and administrative expenses





46,081

46,081

Write-offs of abandoned development projects and demolition costs




1,596


1,596

Interest and other income





(40,529
)
(40,529
)
Loss on disposition of interest in development project




113


113

Subtotal NOI exclusions
$

$

$

$

$
(17,776
)
$
5,552

$
(12,224
)
Net Operating Income attributable to Fully Consolidated Entities
$
210,469

$
119,530

$
12,921

$
342,920

$
(4,117
)
$

$
338,803

NOI exclusions per above
12,224

Depreciation and Amortization
(189,496
)
Interest Expense
(88,473
)
Amortization of mortgage procurement costs
(4,067
)
Impairment of real estate
(44,288
)
Net loss on extinguishment of debt
(2,843
)
Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits
(14,021
)
Loss on disposition of interest in development project
113

Earnings (loss) from unconsolidated entities
95,016

Earnings (loss) before income taxes
$
102,968

Margin % (based on Adjusted EBITDA)
62.1
%
55.2
%
29.5
%
57.2
%
15.8
%
0.0
%
51.2
%

53



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 2017
Noncontrolling Interest
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
9,954

$
27,049

$

$
37,003

$
13,352

$

$
50,355

Tenant recoveries
5,580

171


5,751

39


5,790

Service and management fees
2

(3
)

(1
)
179


178

Other revenues (includes Subsidized Senior Housing)
424

1,061


1,485

5,127


6,612


15,960

28,278


44,238

18,697


62,935

Expenses
 
 
 
 
 
 
 
Property operating and management
(5,272
)
(7,731
)

(13,003
)
(8,262
)

(21,265
)
Real estate taxes
(2,288
)
(2,802
)

(5,090
)
(2,011
)

(7,101
)
Ground rent
(240
)
88


(152
)


(152
)
Other expenses (includes Subsidized Senior Housing)




(1,821
)

(1,821
)

(7,800
)
(10,445
)

(18,245
)
(12,094
)

(30,339
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects and demolition costs







Interest and other income





1,486

1,486

Loss on disposition of interest in development project







Adjusted EBITDA attributable to Noncontrolling Interest
$
8,160

$
17,833

$

$
25,993

$
6,603

$
1,486

$
34,082

Exclude:
 
 
 
 
 
 
 
Land sales




(3,999
)

(3,999
)
Other land development revenues




(472
)

(472
)
Cost of land sales




1,821


1,821

Other land development expenses




791


791

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs







Interest and other income





(1,486
)
(1,486
)
Loss on disposition of interest in development project







Subtotal NOI exclusions
$

$

$

$

$
(1,859
)
$
(1,486
)
$
(3,345
)
Net Operating Income attributable to Noncontrolling Interest
$
8,160

$
17,833

$

$
25,993

$
4,744

$

$
30,737

NOI exclusions per above
3,345

Depreciation and Amortization
(19,628
)
Interest Expense
(12,119
)
Amortization of mortgage procurement costs
(981
)
Impairment of real estate

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
4,848

Earnings (loss) before income taxes
$
6,202

Margin % (based on Adjusted EBITDA)
51.1
%
63.1
%
0.0
%
58.8
%
35.3
%
0.0
%
54.2
%

54



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 2017
Company Share of Unconsolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
Rental
$
20,171

$
58,708

$
111,794

$
190,673

$
1,277

$

$
191,950

Tenant recoveries
3,726

382

48,275

52,383

619


53,002

Service and management fees
1,334

3,162

2,796

7,292

(398
)

6,894

Other revenues (includes Subsidized Senior Housing)
1,402

25,617

8,789

35,808

41,735


77,543


26,633

87,869

171,654

286,156

43,233


329,389

Expenses
 
 
 
 
 
 
 
Property operating and management
(6,128
)
(22,429
)
(43,024
)
(71,581
)
(7,878
)

(79,459
)
Real estate taxes
(2,624
)
(5,318
)
(18,619
)
(26,561
)
(217
)

(26,778
)
Ground rent
(1,773
)
(766
)
(4,955
)
(7,494
)


(7,494
)
Other expenses (includes Subsidized Senior Housing)

(13,806
)

(13,806
)
(38,889
)

(52,695
)

(10,525
)
(42,319
)
(66,598
)
(119,442
)
(46,984
)

(166,426
)
Less organizational transformation and termination benefits







Write-offs of abandoned development projects and demolition costs

(677
)

(677
)
(1,249
)

(1,926
)
Interest and other income





4,093

4,093

Loss on disposition of interest in development project







Adjusted EBITDA attributable to Unconsolidated Entities
$
16,108

$
44,873

$
105,056

$
166,037

$
(5,000
)
$
4,093

$
165,130

Exclude:
 
 
 
 
 
 
 
Land sales




(41,065
)

(41,065
)
Other land development revenues




(542
)

(542
)
Cost of land sales




38,889


38,889

Other land development expenses




222


222

Corporate general and administrative expenses







Write-offs of abandoned development projects and demolition costs

677


677

1,249


1,926

Interest and other income





(4,093
)
(4,093
)
Loss on disposition of interest in development project







Subtotal NOI exclusions
$

$
677

$

$
677

$
(1,247
)
$
(4,093
)
$
(4,663
)
Net Operating Income attributable to Unconsolidated Entities
$
16,108

$
45,550

$
105,056

$
166,714

$
(6,247
)
$

$
160,467

NOI exclusions per above
4,663

Depreciation and Amortization
(69,123
)
Interest Expense
(71,170
)
Amortization of mortgage procurement costs
(2,462
)
Impairment of real estate
(10,600
)
Net loss on extinguishment of debt
(1,625
)
Net gain on disposition of interest in unconsolidated entities
80,018

Organizational transformation and termination benefits

Loss on disposition of interest in development project

Earnings (loss) from unconsolidated entities
(90,168
)
Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
60.5
%
51.1
%
61.2
%
58.0
%
(11.6
)%
0.0
%
50.1
%

55



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 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
%

56



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 2016
Fully Consolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
 
Rental
$
254,028

$
195,476

$
30,354

$
479,858

$
8,128

$

$

$
487,986

Tenant recoveries
75,539

1,590

15,581

92,710

1,279



93,989

Service and management fees
2,861

11,278

12,411

26,550

11,670



38,220

Other revenues (includes Subsidized Senior Housing)
20,532

10,867

3,276

34,675

31,368


3,518

69,561


352,960

219,211

61,622

633,793

52,445


3,518

689,756

Expenses
 
 
 
 
 
 
 
 
Property operating and management
(94,387
)
(81,333
)
(33,596
)
(209,316
)
(49,499
)


(258,815
)
Real estate taxes
(39,532
)
(19,453
)
(6,876
)
(65,861
)
(1,887
)


(67,748
)
Ground rent
(8,916
)
(1,541
)
(405
)
(10,862
)
(4
)


(10,866
)
Other expenses (includes Subsidized Senior Housing)




(5,190
)
(74,272
)
(2,730
)
(82,192
)

(142,835
)
(102,327
)
(40,877
)
(286,039
)
(56,580
)
(74,272
)
(2,730
)
(419,621
)
Less organizational transformation and termination benefits





22,493


22,493

Write-offs of abandoned development projects




(10,058
)


(10,058
)
Interest and other income





32,665


32,665

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Fully Consolidated Entities
$
210,125

$
116,884

$
20,745

$
347,754

$
(14,193
)
$
(19,114
)
$
788

$
315,235

Exclude:
 
 
 
 
 
 
 
 
Land sales




(22,479
)


(22,479
)
Other land development revenues




(6,780
)


(6,780
)
Cost of land sales




5,190



5,190

Other land development expenses




6,738



6,738

Corporate general and administrative expenses





51,779


51,779

Write-offs of abandoned development projects




10,058



10,058

Interest and other income





(32,665
)

(32,665
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(7,273
)
$
19,114

$

$
11,841

Net Operating Income attributable to Fully Consolidated Entities
$
210,125

$
116,884

$
20,745

$
347,754

$
(21,466
)
$

$
788

$
327,076

NOI exclusions per above
(11,841
)
Depreciation and Amortization
(188,521
)
Interest Expense
(101,130
)
Amortization of mortgage procurement costs
(4,395
)
Impairment of real estate
(156,825
)
Net loss on extinguishment of debt
(29,084
)
Net gain on disposition of interest in unconsolidated entities

Organizational transformation and termination benefits
(22,493
)
(Earnings) loss from unconsolidated entities in Adjusted EBITDA

Earnings (loss) from unconsolidated entities
(268,267
)
Earnings (loss) before income taxes
$
(455,480
)
Margin % (based on Adjusted EBITDA)
59.5
%
53.3
%
33.7
%
54.9
%
(27.1
)%
0.0
%
22.4
%
45.7
%

57



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 2016
Noncontrolling Interest
Office
Apartments
Retail
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
 
Rental
$
9,571

$
27,090

$

$
36,661

$
4,253

$

$

$
40,914

Tenant recoveries
5,205

93


5,298

8



5,306

Service and management fees
1

(9
)

(8
)
151



143

Other revenues (includes Subsidized Senior Housing)
419

1,454


1,873

3,028



4,901


15,196

28,628


43,824

7,440



51,264

Expenses
 
 
 
 
 
 
 
 
Property operating and management
(5,166
)
(6,380
)

(11,546
)
(4,092
)


(15,638
)
Real estate taxes
(2,088
)
(2,921
)

(5,009
)
(618
)


(5,627
)
Ground rent
(240
)
(160
)

(400
)



(400
)
Other expenses (includes Subsidized Senior Housing)




(489
)


(489
)

(7,494
)
(9,461
)

(16,955
)
(5,199
)


(22,154
)
Less organizational transformation and termination benefits








Write-offs of abandoned development projects








Interest and other income





1,151


1,151

Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Adjusted EBITDA attributable to Noncontrolling Interest
$
7,702

$
19,167

$

$
26,869

$
2,241

$
1,151

$

$
30,261

Exclude:
 
 
 
 
 
 
 
 
Land sales




(2,235
)


(2,235
)
Other land development revenues




(674
)


(674
)
Cost of land sales




489



489

Other land development expenses




694



694

Corporate general and administrative expenses








Write-offs of abandoned development projects and demolition costs








Interest and other income





(1,151
)

(1,151
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA








Subtotal NOI exclusions
$

$

$

$

$
(1,726
)
$
(1,151
)
$

$
(2,877
)
Net Operating Income attributable to Noncontrolling Interest
$
7,702

$
19,167

$

$
26,869

$
515

$

$

$
27,384

NOI exclusions per above
2,877

Depreciation and Amortization
(15,679
)
Interest Expense
(8,944
)
Amortization of mortgage procurement costs
(537
)
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
247

Earnings (loss) before income taxes
$
5,348

Margin % (based on Adjusted EBITDA)
50.7
%
67.0
%
0.0
%
61.3
%
30.1
%
0.0
%
0.0
%
59.0
%

58



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 2016
Company Share of Unconsolidated Entities
Office
Apartments
Retail
Total Operations
Development
Corporate
Other
Total
 
(in thousands)
Revenues
 
 
 
 
 
 
 
 
Rental
$
12,349

$
58,771

$
109,381

$
180,501

$
6,014

$

$

$
186,515

Tenant recoveries
2,639

408

46,062

49,109

1,196



50,305

Service and management fees
2,021

4,356

1,991

8,368

48



8,416

Other revenues (includes Subsidized Senior Housing)
205

40,901

9,922

51,028

2,195


971

54,194


17,214

104,436

167,356

289,006

9,453


971

299,430

Expenses
 
 
 
 
 
 
 
 
Property operating and management
(6,126
)
(24,312
)
(41,040
)
(71,478
)
(4,940
)


(76,418
)
Real estate taxes
(1,768
)
(4,831
)
(16,682
)
(23,281
)
(967
)


(24,248
)
Ground rent
(693
)
(766
)
(6,033
)
(7,492
)
(769
)


(8,261
)
Other expenses (includes Subsidized Senior Housing)

(24,176
)

(24,176
)
(401
)

(455
)
(25,032
)

(8,587
)
(54,085
)
(63,755
)
(126,427
)
(7,077
)

(455
)
(133,959
)
Less organizational transformation and termination benefits








Write-offs of abandoned development projects








Interest and other income





1,347


1,347

Earnings (loss) from unconsolidated entities in Adjusted EBITDA

(155
)

(155
)
2,361


(18
)
2,188

Adjusted EBITDA attributable to Unconsolidated Entities
$
8,627

$
50,196

$
103,601

$
162,424

$
4,737

$
1,347

$
498

$
169,006

Exclude:
 
 
 
 
 
 
 
 
Land sales




(1,317
)


(1,317
)
Other land development revenues




(338
)


(338
)
Cost of land sales




401



401

Other land development expenses




540



540

Corporate general and administrative expenses








Write-offs of abandoned development projects and demolition costs








Interest and other income





(1,347
)

(1,347
)
Earnings (loss) from unconsolidated entities in Adjusted EBITDA

155


155

(2,361
)

18

(2,188
)
Subtotal NOI exclusions
$

$
155

$

$
155

$
(3,075
)
$
(1,347
)
$
18

$
(4,249
)
Net Operating Income attributable to Unconsolidated Entities
$
8,627

$
50,351

$
103,601

$
162,579

$
1,662

$

$
516

$
164,757

NOI exclusions per above
4,249

Depreciation and Amortization
(65,988
)
Interest Expense
(74,099
)
Amortization of mortgage procurement costs
(2,797
)
Impairment of real estate
(306,400
)
Net loss on extinguishment of debt
(849
)
Net gain on disposition of interest in unconsolidated entities
12,613

Organizational transformation and termination benefits

(Earnings) loss from unconsolidated entities in Adjusted EBITDA
(2,188
)
Earnings (loss) from unconsolidated entities
270,702

Earnings (loss) before income taxes
$

Margin % (based on Adjusted EBITDA)
50.1
%
48.1
%
61.9
%
56.2
%
50.1
%
0.0
%
51.3
%
56.4
%

59



Forest City Realty Trust, Inc. and Subsidiaries
Appendix
Summary of Adjusted EBITDA and NOI by Segment - Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) (continued)

 
Nine Months Ended September 30, 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 and demolition costs








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
%

60