FOREST CITY ENTERPRISES INC

CIK:0000038067|SEC Filings

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues
Rental	$ 168,723,000	$ 132,536,000	$ 457,809,000	$ 391,019,000
Tenant recoveries	38,161,000	30,082,000	101,241,000	89,146,000
Service and management fees	9,911,000	12,150,000	31,394,000	36,053,000
Parking and other	17,145,000	13,604,000	43,644,000	38,272,000
Arena	24,637,000	25,039,000	80,497,000	84,968,000
Land sales	23,535,000	15,123,000	47,589,000	50,367,000
Military Housing	6,945,000	6,209,000	23,724,000	24,092,000
Total revenues	289,057,000	234,743,000	785,898,000	713,917,000
Expenses
Property operating and management	97,215,000	92,347,000	285,940,000	283,075,000
Real estate taxes	24,261,000	19,691,000	66,959,000	59,445,000
Ground rent	3,701,000	2,411,000	9,376,000	6,465,000
Arena operating	17,199,000	17,105,000	55,019,000	55,399,000
Cost of land sales	9,189,000	2,879,000	15,716,000	17,081,000
Military Housing operating	1,938,000	1,958,000	6,289,000	10,216,000
Corporate general and administrative	10,191,000	13,763,000	35,895,000	35,383,000
REIT conversion and reorganization costs	9,515,000	0	25,498,000	0
Total operating expenses	173,209,000	150,154,000	500,692,000	467,064,000
Depreciation and amortization	79,966,000	55,511,000	206,782,000	169,838,000
Write-offs of Abandoned Development Projects and Demolition Costs	0	456,000	5,778,000	1,389,000
Impairment of real estate	425,463,000	966,000	425,463,000	130,795,000
Total expenses	678,638,000	207,087,000	1,138,715,000	769,086,000
Operating income (loss)	(389,581,000)	27,656,000	(352,817,000)	(55,169,000)
Interest and other income	8,995,000	10,096,000	27,977,000	33,974,000
Net loss on disposition of partial interest in development project	0	0	0	(19,590,000)
Net gain (loss) on disposition of full or partial interest in rental properties	1,746,000	(146,000)	1,746,000	(613,000)
Net gain on change in control of interests	0	0	487,684,000	2,759,000
Interest expense	(49,007,000)	(59,312,000)	(149,335,000)	(178,917,000)
Amortization of mortgage procurement costs	(1,793,000)	(2,074,000)	(5,756,000)	(5,967,000)
Loss on extinguishment of debt	(23,609,000)	(49,000)	(61,953,000)	(927,000)
Loss before income taxes	(453,249,000)	(23,829,000)	(52,454,000)	(224,450,000)
Income tax expense (benefit)
Current	6,526,000	3,493,000	10,050,000	8,992,000
Deferred	(186,172,000)	(3,858,000)	(6,651,000)	(52,373,000)
Total income tax expense (benefit)	(179,646,000)	(365,000)	3,399,000	(43,381,000)
Earnings (loss) from unconsolidated entities, gross of tax
Equity in earnings (loss)	(29,132,000)	10,157,000	(20,094,000)	30,468,000
Net gain on disposition of interest in unconsolidated entities	1,009,000	9,189,000	20,293,000	50,075,000
Impairment	(1,384,000)	0	(1,384,000)	0
Total Equity in Earnings on Unconsolidated Entities	(29,507,000)	19,346,000	(1,185,000)	80,543,000
Loss from continuing operations	(303,110,000)	(4,118,000)	(57,038,000)	(100,526,000)
Discontinued operations, net of tax:
Operating loss from rental properties	0	0	0	(1,844,000)
Gain on disposition of rental properties	0	0	0	14,856,000
Earnings from discontinued operations	0	0	0	13,012,000
Net loss	(303,110,000)	(4,118,000)	(57,038,000)	(87,514,000)
Noncontrolling interests
Loss from continuing operations attributable to noncontrolling interests, gross of tax	891,000	4,804,000	4,366,000	10,778,000
Earnings from discontinued operations attributable to noncontrolling interests	0	0	0	(50,000)
Loss attributable to noncontrolling interests	891,000	4,804,000	4,366,000	10,728,000
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$ (302,219,000)	$ 686,000	$ (52,672,000)	$ (76,786,000)
Basic and diluted earnings (loss) per common share
Income (Loss) from Continuing Operations, Per Basic and Diluted Share	$ (1.18)	$ 0.00	$ (0.23)	$ (0.45)
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share	0.00	0.00	0.00	0.06
Earnings Per Share, Basic and Diluted	$ (1.18)	$ 0.00	$ (0.23)	$ (0.39)

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Net loss	$ (57,038,000)	$ (87,514,000)
Depreciation and amortization	206,782,000	169,838,000
Amortization of mortgage procurement costs	5,756,000	5,967,000
Impairment of real estate	425,463,000	130,795,000
Impairment	1,384,000	0
Write-offs of abandoned development projects	674,000	283,000
Loss on extinguishment of debt	61,953,000	927,000
Net loss on disposition of partial interest in development project	0	19,590,000
Net (gain) loss on disposition of full or partial interest in rental properties	(1,746,000)	613,000
Net gain on change in control of interests	(487,684,000)	(2,759,000)
Deferred income tax benefit	(6,651,000)	(52,373,000)
Earnings from unconsolidated entities	(199,000)	(80,543,000)
Stock-based compensation expense	16,569,000	10,730,000
Amortization and mark-to-market adjustments of derivative instruments	(2,653,000)	4,984,000
Cash distributions from operations of unconsolidated entities	46,671,000	59,217,000
Non-cash operating expenses and deferred taxes included in discontinued operations	0	9,883,000
Gain on disposition of rental properties included in discontinued operations	0	(28,100,000)
Decrease in land inventory	5,062,000	9,203,000
Increase in notes and accounts receivable	(17,726,000)	(2,065,000)
(Increase) decrease in other assets	(15,341,000)	7,562,000
Decrease in accounts payable, accrued expenses and other liabilities	(22,726,000)	(15,009,000)
Net cash provided by operating activities	158,550,000	161,229,000
Cash Flows from Investing Activities
Capital expenditures	(338,490,000)	(295,182,000)
Acquisitions	(397,275,000)	(19,988,000)
Payment of lease procurement costs	(8,063,000)	(7,212,000)
(Increase) decrease in notes receivable	(10,934,000)	10,580,000
Decrease in restricted cash used for investing purposes	42,262,000	106,165,000
Proceeds from disposition of rental properties or development project	36,594,000	236,908,000
Contributions to investments in and advances to unconsolidated entities	(92,678,000)	(112,613,000)
Distributions from investments in and advances to unconsolidated entities	11,911,000	120,294,000
Net cash (used in) provided by investing activities	(756,673,000)	38,952,000
Cash Flows from Financing Activities
Proceeds from nonrecourse mortgage debt and notes payable	256,049,000	507,788,000
Principal payments on nonrecourse mortgage debt and notes payable	(441,822,000)	(733,937,000)
Borrowings on revolving credit facility	111,850,000	832,325,000
Payments on revolving credit facility	(111,850,000)	(832,325,000)
Payments to noteholders related to exchange of convertible senior notes	(61,110,000)	0
Transaction costs related to exchange of convertible senior notes	(6,950,000)	0
Proceeds received from termination of convertible senior note hedge	17,818,000	0
Proceeds from issuance of Class A common stock, net of $34,438 of transaction costs	806,500,000	0
Payments of deferred financing costs	(11,447,000)	(10,751,000)
Purchase of treasury stock	(5,412,000)	(3,800,000)
Exercise of stock options	955,000	583,000
Acquisitions of noncontrolling interests	(308,000)	(83,871,000)
Contributions from noncontrolling interests	77,369,000	34,249,000
Distributions to noncontrolling interests	(28,588,000)	(8,992,000)
Net cash provided by (used in) financing activities	603,054,000	(298,731,000)
Net increase (decrease) in cash and equivalents	4,931,000	(98,550,000)
Cash and equivalents at beginning of period	326,518,000	280,206,000
Cash and equivalents at end of period	$ 331,449,000	$ 181,656,000

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Real Estate
Completed rental properties	$ 8,592,934,000	$ 7,753,561,000
Projects under construction and development	802,621,000	477,957,000
Land inventory	73,566,000	97,469,000
Total Real Estate	9,469,121,000	8,328,987,000
Less accumulated depreciation	(1,677,620,000)	(1,555,965,000)
Real Estate, net – (variable interest entities $591.5 million and $427.8 million, respectively)	7,791,501,000	6,773,022,000
Cash and equivalents – (variable interest entities $45.7 million and $20.6 million, respectively)	331,449,000	326,518,000
Restricted cash – (variable interest entities $13.6 million and $28.6 million, respectively)	241,562,000	266,530,000
Notes and accounts receivable, net	444,136,000	419,038,000
Investments in and advances to unconsolidated entities	665,623,000	620,466,000
Other assets – (variable interest entities $19.4 million and $19.6 million, respectively)	485,970,000	409,366,000
Total Assets	9,960,241,000	8,814,940,000
Liabilities
Mortgage debt and notes payable, nonrecourse – (variable interest entities $283.1 million and $250.7 million, respectively)	4,501,169,000	4,238,201,000
Revolving credit facility	0	0
Convertible senior debt	272,249,000	700,000,000
Accounts payable, accrued expenses and other liabilities – (variable interest entities $115.5 million and $42.6 million, respectively)	968,089,000	847,011,000
Cash distributions and losses in excess of investments in unconsolidated entities	149,162,000	211,493,000
Deferred income taxes	483,084,000	482,474,000
Total Liabilities	6,373,753,000	6,479,179,000
Redeemable Noncontrolling Interest	168,226,000	183,038,000
Commitments and Contingencies	0	0
Shareholders' Equity
Preferred stock	0	0
Common stock - $.33 1/3 par value
Common stock	86,393,000	66,689,000
Additional paid-in capital	2,460,133,000	1,165,828,000
Retained earnings	510,526,000	563,198,000
Less treasury stock, at cost; 1,509,065 and 1,095,310 Class A shares, respectively	(29,647,000)	(18,922,000)
Shareholders' equity before accumulated other comprehensive loss	3,027,405,000	1,776,793,000
Accumulated other comprehensive loss	(49,959,000)	(58,846,000)
Total Shareholders' Equity	2,977,446,000	1,717,947,000
Noncontrolling interest	440,816,000	434,776,000
Total Equity	3,418,262,000	2,152,723,000
Total Liabilities and Equity	9,960,241,000	8,814,940,000
Common stock Class A
Common stock - $.33 1/3 par value
Common stock	80,118,000	60,286,000
Total Equity	80,118,000	60,286,000
Common stock Class B
Common stock - $.33 1/3 par value
Common stock	6,275,000	6,403,000
Total Equity	$ 6,275,000	$ 6,403,000