Rouse Properties Reports Third Quarter 2012 Results

- Signed Over 698,000 Square Feet of Leases -

- Leased Percentage Improves 90 Basis Points to 89.3% -

- Same Suite Leasing Spreads Increase 17% -

- Tenant Sales Per Square Foot Up by 5.5% -

NEW YORK--()--Rouse Properties, Inc. (the “Company” or "Rouse") (NYSE: RSE) a national owner of regional enclosed malls, today announced consolidated and combined results for the three and nine months ended September 30, 2012.

"Our leasing momentum continues to accelerate, as we executed more than 698,000 square feet of leases in the third quarter, bringing our 2012 year-to-date leasing to nearly 1.5 million square feet," commented Andrew Silberfein, President and Chief Executive Officer of Rouse Properties. "While we are still in the early stages of executing our strategic plan, our portfolio's leased percentage is up 90 basis points from the previous quarter and 160 basis points since our formation nine months ago. We are seeing this momentum across the full spectrum of in-line and large-format tenants. This improvement is attributable to our asset repositioning strategy, property enhancement program and focused management team." Mr. Silberfein continued, "In addition, during the quarter we amended our credit facility, significantly reducing our borrowing costs. This amendment is not only an indication of the support of our bank group, but reflects the leasing and operating progress we have achieved to date."

Operational Highlights Third Quarter 2012

  • Leased over 698,000 square feet, more than double the volume of leasing activity in the same period last year.
  • Leased percentage was 89.3% at quarter end, an increase of 90 basis points compared to June 30, 2012.
  • Permanent leasing increased 150 basis points compared to June 30, 2012.
  • Total average rental rate for new and renewal leases, on a same suite basis increased 17% and initial rental rate for new and renewal leases increased 9.3%.
  • Comparable tenant sales increased $15 per square foot, or 5.5%, on a trailing twelve-month basis.

Financial Results for the Three Months Ended September 30, 2012

Core Funds From Operations (“Core FFO”) was $14.5 million, or $0.30 per diluted share, as compared to $21.1 million, or $0.59 per diluted share in the prior year period. Core FFO per share using a normalized share count was $0.29 per share as compared to $0.43 per share in the prior year period. The decrease over the prior year is primarily a result of the inclusion of actual costs associated with general and administrative costs whereas the 2011 results included an allocation from General Growth Properties, the Company's parent company prior to the spin off on January 12, 2012.

Core Net Operating Income (“Core NOI”) was $36.9 million as compared to $36.9 million in the prior quarter and $37.5 million in the prior year period.

Net loss was $(13.1) million, or $(0.27) per diluted share, as compared to a net loss of $(9.0) million, or $(0.25) per diluted share in the prior year period. Net loss per share based on a normalized share count was $(0.26) per share as compared $(0.18) per share in the prior year period. The increase in net loss was primarily the result of an increase in actual costs associated with general and administrative costs and other costs incurred during the third quarter 2012. In addition, interest expense increased as a result of additional debt on the portfolio and increased interest rates compared to prior year, and the amortization of deferred financing costs.

Financing

In September, the Company amended its $375 million senior secured credit facility, which consists of a $325 million Term Loan and a $50 million Revolver, to reduce the cost of borrowing to LIBOR plus 450 basis points with no LIBOR floor. Previously, the facility had been priced at LIBOR plus 500 basis points, subject to a LIBOR floor of 1.0%. At the end of the third quarter, the facility had an outstanding balance of $325.1 million, and an undrawn $50 million revolver.

Subsequent Events

On October 25, 2012, the Company placed a new non-recourse mortgage on Animas Valley Mall, located in Farmington, NM for $51.8 million. The loan bears interest at a fixed rate of 4.50% and has a term of ten years. Approximately $37.1 million of the proceeds were used to reduce the Term Loan's outstanding balance to approximately $287.9 million. Net proceeds to the Company after related closing costs were approximately $14.3 million.

Common Share Dividend

On November 1, 2012 the Board of Directors declared a common stock dividend of $0.07 per share payable on January 30, 2013 to stockholders of record on January 16, 2013. The Company's objective is to grow the dividend over time and the Board will continue to evaluate the dividend policy as the Company's repositioning plan takes effect.

2012 Guidance

Based on management's expectation as of the date of this release, the Company is adjusting its guidance for Core FFO per share to a range of $1.16 to $1.23 per normalized share, from a prior range of $1.12 to $1.23 per normalized share, for the year ending December 31, 2012. Guidance does not include the effects of property acquisitions, dispositions, or capital transaction activity completed subsequent to the end of the third quarter, except those previously announced and completed.

A reconciliation of the range of estimated diluted net (loss) per share to estimated Core FFO per share for 2012 follows:

  For the year ended
December 31, 2012
Low     High
Expected net (loss) per share - basic and diluted (1)   (1.44 )       (1.37 )
Adjust to normalized common shares (2) 0.10         0.10  
Expected net (loss) per share - normalized (1.34 ) (1.27 )
Add: Depreciation and amortization 1.41         1.41  
Expected Funds From Operations per share - normalized 0.07 0.14
Other core Funds From Operations adjustments (3) 1.09         1.09  
Core Funds From Operations - normalized   1.16           1.23  
 

(1)

 

Assumes annualized weighted average common shares outstanding - basic and diluted of 46,146,895.

(2)

Assumes all of the common shares were issued January 1, 2012. Calculated using 49,584,189.

(3)

Refer to the Supplemental Information package for additional details on the nature of the adjustments to reconcile to FFO and Core FFO. 2012 Guidance includes Straight-line rent and above / below market lease amortization of $17.1 million, non-comparable costs related to the spin-off from GGP and property acquisition costs of $8.0 million, Mark-to-market adjustments on debt of $10.5 million, Write-off of market rate debt adjustments of $9.0 million, Amortization of deferred financing costs of $7.2 million, Debt extinguishment costs of $1.8 million and Provision for income taxes of $0.5 million.

 

Supplemental Information

The Company released an informational supplemental packet, available at www.rouseproperties.com under the Investors section, with additional detail, including a description of non-GAAP financial measures and reconciliation to GAAP measures.

Investor Conference Webcast and Conference Call

The Company will host a webcast and conference call at 10:00 a.m. eastern time on November 6, 2012, to discuss third quarter 2012 results. The number to call is 877-407-3982 (domestic) and 1-201-493-6780 (international). The live webcast will be available at www.rouseproperties.com under the Investors section. A replay of the conference call will be available through November 20, 2012, by dialing 877-870-5176 (domestic) and 1-858-384-5517 (international) and entering the passcode 401174.

Forward Looking Statement

Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These forward-looking statements may include statements related to the Company's ability to outperform the ongoing recovery of the Retail and REIT industry and the markets in which the Company's mall properties are located, the Company's ability to generate internal and external growth, the Company's ability to identify and complete the acquisition of properties in new markets, the Company's ability to complete redevelopment projects, the Company's ability to increase margins, including Net Operating Income and the Company's operating expectations for the full 2012 calendar year. For a description of factors that may cause the Company's actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and other documents filed by the Company with the Securities and Exchange Commission.

Non GAAP Financial Measures

The Company makes reference to net operating income (“NOI”) and funds from operations (“FFO”). NOI is defined as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (real estate taxes, repairs and maintenance, marketing, other property operating costs, and provision for doubtful accounts). We use FFO, as defined by the National Association of Real Estate Investment Trusts, as a supplemental measure of our operating performance. FFO is defined as net income (loss) attributable to common stockholders in accordance with GAAP, excluding impairment write-downs on depreciable real estate, gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization.

In order to present operations in a manner most relevant to its future operations, Core FFO and Core NOI have been presented to exclude certain non-cash and non-recurring revenue and expenses. A reconciliation of NOI to Core NOI and FFO to Core FFO has been included in the "Reconciliation of Core NOI and Core FFO" schedule attached to this release.

NOI, FFO and derivations thereof, are not alternatives to GAAP operating income (loss) or net income (loss) available to common stockholders. For reference, as an aid in understanding management's computation of NOI and FFO, a reconciliation of NOI to operating income and FFO to net income (loss) in accordance with GAAP has been included in the "Reconciliation of Non-GAAP to GAAP Financial Measures" schedule attached to this release.

About Rouse

Rouse is a publicly traded real estate investment trust headquartered in New York City and founded on a legacy of innovation and creativity. Among the country's largest publicly traded regional mall owners, the Company's geographically diverse portfolio spans the United States from coast to coast, and includes 31 malls in 19 states encompassing approximately 22 million square feet of space. For more information, visit www.rouseproperties.com.

       

Consolidated and Combined Statements of Operations and Comprehensive Loss

 
Three Months Ended Nine Months Ended

(In thousands, except per share amounts)

September 30, 2012 (Unaudited)     September 30, 2011 (Unaudited) September 30, 2012 (Unaudited)     September 30, 2011 (Unaudited)
 
Revenues:
Minimum rents $ 38,458 $ 38,467 $ 113,742 $ 113,423
Tenant recoveries 18,006 17,899 51,517 53,837
Overage rents 786 779 2,890 2,541
Other 1,213   1,410   3,671   4,108  
Total revenues 58,463   58,555   171,820   173,909  
Expenses:
Real estate taxes 5,979 5,829 17,544 17,943
Property maintenance costs 2,916 2,731 9,708 9,691
Marketing 729 777 1,850 2,351
Other property operating costs 16,070 15,804 45,386 43,395
Provision for doubtful accounts 699 294 1,413 806
General and administrative 5,267 2,374 15,726 8,100
Depreciation and amortization 16,799 20,425 51,846 58,911
Other 1,512   240   7,954   162  
Total expenses 49,971   48,474   151,427   141,359  
Operating income 8,492   10,081   20,393   32,550  
 
Interest income 253 6 263 14
Interest expense (21,712 ) (18,963 ) (75,400 ) (54,285 )
Loss before income taxes (12,967 ) (8,876 ) (54,744 ) (21,721 )
Provision for income taxes (89 ) (97 ) (328 ) (385 )
Net loss $ (13,056 ) $ (8,973 ) $ (55,072 ) $ (22,106 )
 
Net loss per share - Basic and Diluted (1) $ (0.27 ) $ (0.25 ) $ (1.22 ) $ (0.62 )
 
Dividends declared per share $ 0.07 $ $ 0.14 $
 
Comprehensive loss:
Net loss $ (13,056 ) $ (8,973 ) $ (55,072 ) $ (22,106 )
Other comprehensive gain (loss):
Net unrealized gain (loss) on financial instrument 32     (33 )  
Comprehensive loss $ (13,024 ) $ (8,973 ) $ (55,105 ) $ (22,106 )
 

(1)

 

Calculated using weighted average number of shares of 49,244,562 and 35,906,105 for the three months ended September 30, 2012 and 2011 and 45,105,947 and 35,906,105 for the nine months ended September 30, 2012 and 2011, respectively.

 
       

Consolidated and Combined Balance Sheets

 
September 30, 2012

(In thousands)

(Unaudited) December 31, 2011
 
Assets:
Investment in real estate:
Land $ 317,383 $ 299,941
Buildings and equipment 1,226,404 1,162,541
Less accumulated depreciation (106,825 ) (72,620 )
Net investment in real estate 1,436,962 1,389,862
Cash and cash equivalents 22,412 204
Restricted cash 37,569 13,323
Demand deposit from affiliate 150,161
Accounts receivable, net 22,264 17,561
Deferred expenses, net 39,396 35,549
Prepaid expenses and other assets 116,323   127,025  
Total assets $

1,825,087

  $ 1,583,524  
 
Liabilities:
Mortgages, notes and loans payable $ 1,187,377 $ 1,059,684
Accounts payable and accrued expenses 88,456   97,512  
Total liabilities 1,275,833   1,157,196  
 
Commitments and contingencies
 
Equity:
Common stock (1) 493
Class B common stock (2) 4
Additional paid-in capital 591,472
GGP Equity 426,328
Accumulated deficit (42,793 )
Accumulated other comprehensive loss (33 )  
Total stockholders' equity 549,143 426,328
Non-controlling interest 111    
Total equity 549,254   426,328  
Total liabilities and equity $ 1,825,087   $ 1,583,524  
 

(1)

 

Common stock: $0.01 par value; 500,000,000 shares authorized, 49,225,133 and 0 shares issued and outstanding, respectively

(2)

Class B common stock: $0.01 par value; 1,000,000 shares authorized, 359,056 and 0 shares issued and outstanding, respectively.

 
       

Reconciliation of Core NOI and Core FFO - For The Three Month Period Ended

 
September 30, 2012 September 30, 2011

(In thousands)

(Unaudited) (Unaudited)
    Core     Core NOI /   Core     Core NOI /
GAAP ((7)) Adjustments FFO GAAP ((7)) Adjustments FFO
 
Revenues:
Minimum rents (1) $ 38,458 $ 4,812 $ 43,270 $ 38,467 $ 4,377 $ 42,844
Tenant recoveries 18,006 18,006 17,899 17,899
Overage rents 786 786 779 779
Other 1,213     1,213   1,410     1,410  
Total revenues 58,463   4,812   63,275   58,555   4,377   62,932  
Operating expenses:
Real estate taxes 5,979 5,979 5,829 5,829
Property maintenance costs 2,916 2,916 2,731 2,731
Marketing 729 729 777 777

Other property operating costs (2)

16,070 (31 ) 16,039 15,804 (31 ) 15,773
Provision for doubtful accounts 699     699   294     294  
Total operating expenses 26,393   (31 ) 26,362   25,435   (31 ) 25,404  
           
Net operating income 32,070   4,843   36,913   33,120   4,408   37,528  
 
General and administrative (3) 5,267 5,267 2,374 2,374
Other (4) 1,512   (1,512 )   240   (240 )  
Subtotal 25,291   6,355   31,646   30,506   4,648   35,154  
 
Interest income 253 253 6 6
Interest expense
Mark-to-market adjustments on debt (2,535 ) 2,535 (4,931 ) 4,931
Amortization of deferred financing costs (1,820 ) 1,820
Interest on existing debt (17,357 ) (17,357 ) (14,032 ) (14,032 )
Provision for income taxes (89 ) 89     (97 ) 97    
Funds from operations $ 3,743 $ 10,799 $ 14,542 $ 11,452 $ 9,676 $ 21,128
Funds from operations per share - basic and diluted (5) $ 0.30 $ 0.59
Funds from operations per share - normalized (6)     $ 0.29       $ 0.43  
 

(1)

 

Core adjustments include amounts for straight-line rent of $(696) and $(1,548) and above / below market lease amortization of $5,508 and $5,925 for the three months ended September 30, 2012 and 2011.

(2)

Core adjustments include above / below market ground lease amortization of $31 thousand for the three months ended September 30, 2012 and 2011.

(3)

General and administrative costs include $636 of non-cash stock compensation expense.

(4)

Core adjustments include non-comparable costs related to the spin-off from General Growth Properties and property acquisition costs

(5)

Calculated using weighted average number of shares of 49,244,562 and 35,906,105 for the three months ended September 30, 2012 and 2011.

(6)

Assumes all of the common shares were issued July 1, 2012. Calculated using 49,584,189 common shares.

(7)

Based on generally accepted accounting principles in the United States of America.

 
       

Reconciliation of Core NOI and Core FFO - For The Nine Month Period Ended

 
September 30, 2012 September 30, 2011

(In thousands)

(Unaudited) (Unaudited)
    Core     Core NOI /     Core     Core NOI /
GAAP ((7)) Adjustments FFO GAAP ((7)) Adjustments FFO
 
Revenues:
Minimum rents (1) $ 113,742 $   14,666 $ 128,408 $ 113,423 $ 13,262 $ 126,685
Tenant recoveries 51,517 51,517 53,837 53,837
Overage rents 2,890 2,890 2,541 2,541
Other 3,671     3,671   4,108     4,108  
Total revenues 171,820   14,666   186,486   173,909   13,262   187,171  
Operating expenses:
Real estate taxes 17,544 17,544 17,943 17,943
Property maintenance costs 9,708 9,708 9,691 9,691
Marketing 1,850 1,850 2,351 2,351
Other property operating costs (2) 45,386 (93 ) 45,293 43,395 (93 ) 43,302
Provision for doubtful accounts 1,413     1,413   806     806  
Total operating expenses 75,901   (93 ) 75,808   74,186   (93 ) 74,093  
           
Net operating income 95,919   14,759   110,678   99,723   13,355   113,078  
 
General and administrative (3) 15,726 15,726 8,100 8,100
Other (4) 7,954   (7,954 )   162   (162 )  
Subtotal 72,239   22,713   94,952   91,461   13,517   104,978  
 
Interest income 263 263 14 14
Interest expense
Mark-to-market adjustments on debt (7,919 ) 7,919 (8,601 ) 8,601
Write-off of market rate debt adjustments (8,957 ) 8,957 1,489 (1,489 )
Amortization of deferred financing costs (5,508 ) 5,508
Write-off of deferred financing costs (1,780 ) 1,780
Debt extinguishment costs (1,475 ) 1,475
Interest on existing debt (51,236 ) (51,236 ) (45,698 ) (45,698 )
Provision for income taxes (328 ) 328     (385 ) 385    
Funds from operations $ (3,226 ) $ 47,205 $ 43,979 $ 36,805 $ 22,489 $ 59,294
Funds from operations per share - basic and diluted (5) $ 0.98 $ 1.65
Funds from operations per share - normalized (6)     $ 0.89       $ 1.20  
 

(1)

 

Core adjustments include amounts for straight-line rent of $(3,852) and $(5,313) and above / below market lease amortization of $18,518 and $18,575 for the nine months ended September 30, 2012 and 2011.

(2)

Core adjustments include above / below market ground lease amortization of $93 for the nine months ended September 30, 2012 and 2011.

(3)

General and administrative costs include $1,651 of non-cash stock compensation expense and $352 of corporate allocation from GGP.

(4)

Core adjustments include non-comparable costs related to the spin-off from General Growth Properties and property acquisition costs

(5)

Calculated using weighted average number of shares of 45,105,947 and 35,906,105 for the nine months ended September 30, 2012 and 2011.

(6)

Assumes all of the common shares were issued January 1, 2012. Calculated using 49,584,189 common shares.

(7)

Based on generally accepted accounting principles in the United States of America.

 
       

Reconciliation of Non-GAAP to GAAP Financial Measures

 
Three Months Ended Nine Months Ended
September 30, 2012     September 30, 2011 September 30, 2012     September 30, 2011
(In thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
 
Reconciliation of NOI to GAAP Operating Income
NOI: $ 32,070 $ 33,120 $ 95,919 $ 99,723
General and administrative (5,267 ) (2,374 ) (15,726 ) (8,100 )
Other (1,512 ) (240 ) (7,954 ) (162 )
Depreciation and amortization (16,799 ) (20,425 ) (51,846 ) (58,911 )
Operating income $ 8,492   $ 10,081   $ 20,393   $ 32,550  
 
Reconciliation of FFO to GAAP Net Loss Attributable to Common Stockholders
FFO: $ 3,743 $ 11,452 $ (3,226 ) $ 36,805
Depreciation and amortization (16,799 ) (20,425 ) (51,846 ) (58,911 )
Net loss attributable to common stockholders $ (13,056 ) $ (8,973 ) $ (55,072 ) $ (22,106 )
 
Weighted average numbers of shares outstanding 49,244,562   35,906,105   45,105,947   35,906,105  
Per Share $ (0.27 ) $ (0.25 ) $ (1.22 ) $ (0.62 )
 
Weighted average numbers of shares outstanding (normalized) (1) 49,584,189   49,584,189   49,584,189   49,584,189  
Per Share (normalized) $ (0.26 ) $ (0.18 ) $ (1.11 ) $ (0.45 )
 

(1)

 

Assumes all of the common shares were issued on July 1 for the three months ended September 30, 2012 and 2011 and on January 1 for the nine months ended September 30, 2012 and 2011. Calculated using 49,584,189 shares common shares.

Contacts

Rouse Properties, Inc.
Investor Relations, 212-608-5108
IR@rouseproperties.com

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Contacts

Rouse Properties, Inc.
Investor Relations, 212-608-5108
IR@rouseproperties.com