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Forest City Enterprises (NYSE:FCE.A)

Q4 2013 Earnings Call

February 28, 2014 11:00 am ET

Executives

David J. LaRue - Chief Executive Officer, President and Director

Robert G. O'Brien - Chief Financial Officer and Executive Vice President

Analysts

Sheila McGrath - Evercore Partners Inc., Research Division

Steve Sakwa - ISI Group Inc., Research Division

George D. Auerbach - ISI Group Inc., Research Division

John D. Fox - Fenimore Asset Management, Inc.

Operator

Welcome to Forest City Enterprises Year End 2013 Earnings Conference Call. The company would like to remind you that today's remarks include forward-looking comments that are covered under federal safe harbor provisions. Actual results could differ materially from those expressed or implied in such forward-looking statements due to various risks, uncertainties and other factors. Please refer to the risk factors outlined in Forest City's annual and quarterly reports filed with the SEC for a discussion of factors that could cause results to differ. This call is being recorded and the replay will be available beginning at 4:00 p.m. Eastern time today. Both the telephone replay and the webcast will be available until March 28, 2014, 11:59 p.m. Eastern time.

The company would like to remind listeners that it will be using non-GAAP terminologies such as operating FFO, FFO, net operating income, comparable property net operating income or comp NOI and pro rata share in its discussions today. Please refer to Forest City's quarterly report filed with the SEC and supplemental package, which are posted on the company's website at www.forestcity.net for an explanation of these terms and why the company uses them, as well as reconciliations to their comparable financial measures in accordance with generally accepted accounting principles. [Operator Instructions]

I would now like to turn the call over to Forest City's President and CEO, David LaRue. Please go ahead, Mr. LaRue.

David J. LaRue

Thank you, operator. Good morning, everyone. With me today on the call is Bob O'Brien, our Chief Financial Officer.

Yesterday, we issued our results for the 11 months ended December 31, 2013. As I'm sure most of you are aware, with this 11-month period, Forest City has completed a significant milestone with our transition to a calendar year-end reporting. Bob will have more to say about that transition later.

2013 was a year of significant progress and transformation for Forest City as we continued to execute our strategic plans.

It was also a year of contrasts. We achieved noteworthy strategic progress, including significant deleveraging. And our mature portfolio performed well, but we ended the year with disappointing FFO performance. We'll touch on each of these aspects of our performance in our remarks today and look forward to answering your questions later during Q&A.

Our 2013 FFO results were impacted by a number of factors. The largest negative impacts of FFO were the noncash impairments we recognized in the third quarter on our Las Vegas land and at year end on Atlantic Yards.

Despite the impacts of these impairments, they reflect our strategic commitment to continue to focus on our company, our core markets, and to activate new development opportunities in those markets. These were tough choices, but we believe they have positioned Forest City to better achieve future growth and value creation.

In addition to the impairments, our FFO results were also impacted by a number of other factors, including underperformance of properties that are not yet stabilized, primarily Barclays Center and Westchester's Ridge Hill.

In less than 18 months of operations, Barclays Center has established itself as a world-class sports and entertainment venue. They continue to support -- perform very well from a revenue standpoint, and was ranked by Billboard and Venues Today magazines as the top gross in U.S. venue for concerts and family shows, as well as the top ticket seller on their 2013 reports.

Our focus now is driving more of that top revenue to the bottom line, and we have plans in place to achieve that.

At Ridge Hill, we continue to focus on adding to our high-quality tenant mix, though the pace of lease-up continues to be disappointing. The slow lease-up contrasts with the high sales productivity of our current tenants -- are reporting. Small-shop tenants are achieving sales per square foot in excess of $580 per foot, well above our mall portfolio average. These results reinforce our positive outlook for Ridge Hill and the long-term value of this property as we work to achieve stabilization.

As we indicated in our press release, we recognized a noncash impairment on the investment of land and infrastructure at Atlantic Yards of $242.4 million at our pro rata share.

In December, we signed a definitive agreement with the Shanghai-based Greenland Group to form a joint venture to join with us to continue the development of Atlantic Yards. We believe bringing a strong global partner into Atlantic Yards will help accelerate this important project and lead to meaningful value creation.

Our agreement with Greenland is now awaiting regulatory approvals from the U.S. and Chinese governments. We anticipate the joint venture will close by midyear.

Our teams continue to aggressively execute on our key strategic drivers. By doing so, we continue to strengthen, focus and derisk the business.

In 2013, we achieved -- also achieved the following milestones. We significantly reduced debt going -- from a total debt of $8.3 billion of pro rata at year end 2012 to $7.2 billion at year end 2013. We forged a strategic capital partnership with QIC to invest with us to improve and grow the portfolio of 8 of our regional retail malls. We signed a definitive agreement with Greenland Group for Atlantic Yards in Brooklyn. We activated new entitled development and core markets, including 2 projects that are part of our residential development fund with the Arizona State Retirement System. We continue to divest non-core assets, completing 10 dispositions that generated total cash proceeds of approximately $250 million, cash we used to reduce debt and to invest in the mature portfolio and new development projects.

Our mature operating portfolio generated good results in 2013. Our residential portfolios saw comp NOI grow in line with peers, even against our strong prior-period comps.

In our retail portfolio, key metrics including rolling 12-month sales in our regional malls, new rents on lease rollovers and sales per square foot in our comp malls all showed positive gains as we continue to focus on a portfolio of highly productive models, as well as specialty retail in New York City.

Our office portfolio lagged peers primarily due to vacancy at One Pierrepont in Brooklyn. We expect to see meaningful improvement in our office portfolio in 2014.

To give you some color on these comp results, I gave this comparison during the third quarter call as well. Overall comp NOI for the 11 months ended December 31, 2013 was down 0.2%, with office down 6.4%. Without Pierrepont, these numbers would have been plus 2.2% for the whole portfolio and 0.8 -- down 0.8% for office.

I'll have comments on our development pipeline in a few minutes. Now let me turn the call over to Bob.

Robert G. O'Brien

Thanks, Dave. Good morning, everybody. As Dave mentioned, the results we issued yesterday are for the 11 months ended December 31. Because of the year-end change and because of the noncash impairments Dave touched upon, comparisons to prior periods are naturally challenging.

As a result, I'll spend less time today on the review of specific results and more on how we have positioned the company for the future. We'll be happy to answer any questions during the Q&A.

Our year-end supplemental package includes an operating FFO bridge on Page 28 that compares the 11 months ended December 31, 2013 to our full 12-month fiscal 2012.

Despite the lack of direct comparability, let me touch on a few of the items on that bridge. The first thing I'll point out is that our operating FFO from the mature portfolio, excluding Pierrepont Plaza, which is shown separately, was up $8.7 million for the 11 months versus all of fiscal 2012. It's worth pointing out that this is a direct reflection of our strategies and actions.

Our continued focus and execution on improving the concentration of our portfolio in strong core markets, where we have greater opportunity for rent growth, together with our efforts to deleverage the business, have resulted in an operating portfolio that is generating more FFO in 11 months than last year's portfolio did over 12 months. There's more work to do, but we are seeing tangible progress.

Also on the bridge, you'll see increased operating FFO from new properties of $11.7 million for the 11 months ended December 31 versus the full 12 months of fiscal 2012.

This primarily reflects the improving performance of several large properties that have not yet stabilized, including both Westchester's Ridge Hill and Barclays Center.

So despite the fact that those properties are not where we want them to be yet, their performance is improving as they move toward stabilization.

The bridge also shows that we have reduced operating FFO of $28.9 million from properties sold or joint ventured compared with fiscal 2012. Divestiture of non-core assets is dilutive to our FFO results in the near term. However, those divestitures benefit us in 2 important ways.

First, they continue to focus our portfolio in strong core markets where $1 of NOI is more valuable, and where we have a better opportunity to grow that NOI over time.

Proceeds from dispositions have also been key to the deleveraging we've been able to achieve, and have also allowed us to reinvest into the mature portfolio and into activation of new opportunities.

As Dave mentioned, we completed 10 dispositions in 2013, generating total cash proceeds of approximately $250 million.

Since the beginning of 2012, the strategic disposition of non-core assets has resulted in our NOI from non-core markets falling from 17.2% of total NOI to 14.2% at the end of 2013.

Our program of non-core dispositions will continue, but we expect 2014 to be in the range of our historical average of about $150 million of cash proceeds from non-core asset sales. We expect NOI from non-core markets to fall to approximately 10% or lower as we continue to divest of those properties, and as our NOI in our core markets continues to grow.

During the 11 months ended December 31, we achieved a reduction of total debt of $1.1 billion, including $330 million of corporate recourse debt, and we also reduced annual fixed charges by approximately $25 million.

Going back to the end of 2011 when we launched our strategic plan, total debt, plus preferred equity, has been reduced by $1.7 billion with reduction in corporate recourse obligations of $559 million and reduced annual fixed charges of more than $40 million.

To provide some perspective on our progress in 2013, we began the year with net-debt-to-EBITDA of approximately 12x. That ratio at the end of December was just over $0.11.

While we're pleased with this progress, we're not yet where we want to be. And continuing to improve our debt metric will remain a focus, both through additional deleveraging, as well as growing our NOI by leasing up and stabilizing new properties.

The last piece I'd like to highlight on the bridge is reduced capitalized interest, as the size of our pipeline of projects under development and construction has contracted.

For the 11 months, net reduction and capitalized interest was $41 million compared with fiscal 2012. On our call with investors back in December, we talked about the fact that our development overhead was impacting margins in the near-term. We know that we need to carry that overhead in the short-term in order to oversee and manage the activation of our development pipeline, particularly through our strategic partnerships with Arizona, QIC and Greenland Group.

Let's look at each of those partnerships for a moment. Through our Arizona partnership, we expect to develop a total of approximately $1 billion of residential projects in core markets. To date, we've started 2 projects, B2 in Brooklyn and 2175 Market in San Francisco, at a total cost of approximately $225 million.

5 more opportunities have been identified for a total of 7 projects that will account for approximately 80% of the fund target.

With QIC, we have a program of renovations and expansions of a number of the malls in that portfolio. As with Arizona, that program also just got started in 2013.

And with Greenland at Atlantic Yards, we have a program of approximately 6,000 units of housing at an anticipated cost of about $5 billion.

The bottom line is that we need talent to manage those projects, to control the costs and to deliver quality product.

As we activate that stream of projects and construction gets underway, the development overhead previously expensed will be capitalized into those active developments, with the result that operating margins should also improve.

In past calls, we've referenced our goal to maintain projects under development and construction at no more than 15% of total assets. Despite our current level of activity, that metric stands at roughly 8% today, well below that ceiling and, in fact, a low watermark for the company in recent history. That conservative approach is deliberate and reflects our commitment to effectively manage risk while activating new opportunities through strong strategic partnerships.

Before I turn the call back to Dave, I want to take a moment to acknowledge all of our internal teams who were involved in our year-end change, particularly our accounting, legal, tax and IT groups.

From an external perspective, moving our year end up by 30 days may seem like a relatively simple matter, but I can assure you it was a complex undertaking that touched virtually every part of our company.

Our teams worked tirelessly to make it happen, and the transition has been as smooth as anyone could have hoped. That work isn't over either.

For the balance of 2014, we will provide comparisons to 2013 calendar quarter results, periods for which we have not previously reported publicly.

With that, let me turn the call back over to Dave for some comments on the pipeline and some closing thoughts. Dave?

David J. LaRue

Thanks, Bob. Details of the pipeline are included in the press release and filings. We'll be able -- happy to answer questions on any of those projects during Q&A. But let me cover a few highlights.

New on the year-end pipeline is 300 Massachusetts Avenue in Cambridge at our University Park at MIT project. The office space in this 246,000-square-foot building is fully committed under a 15-year lease to Millennium Pharmaceuticals. We expect it to open in the first quarter of 2016.

Of the remaining projects on the pipeline, you'll see that 6 of them, representing total cost of $629 million or 321 million at our share, are expected to open this year. As those projects are completed, we anticipate starting another 4 to 6 projects, all in core markets at approximate total cost of $500 million to $800 million or 125 million to 225 million at our share before the end of this year.

Again, the ability to activate our existing development investment with partners creates real value for the partnership and Forest City.

Now let me turn to some closing thoughts. As I've stated previously, 2013 truly was a year of transformation and transition for Forest City. It was a year with many major milestones, and just to go back over a few: our partnership with QIC and pending partnership with Greenland Group; activation of the first projects with our Arizona development fund; elimination of $1.1 billion of debt from our balance sheet; upgraded credit ratings from major rating agencies; winning a new major opportunity in Cornell New York Tech in New York; and achieving an important next-step forward on Pier 70 in San Francisco; publication of our first Corporate Social Responsibility report; Stapleton in Denver continues to shine with the third highest total for lot sales since the project began more than 10 years ago; and transition to a calendar year end.

We initiated this strategic plan 2 years ago with clearly articulated objectives. At the same time, it's a dynamic plan that has allowed us to react to market conditions and opportunities. We have executed aggressively against our key drivers: growth in core markets, improving our balance sheet and debt metrics and driving operational excellence.

We're not done, but we have built a solid foundation for future growth while significantly reducing risk. We see substantial opportunity going forward. We continue to be flexible in monitoring and reacting to market and economic conditions. And we remain confident in our ability to continue our transformation and create value for our stakeholders.

With that, let's take your questions. Operator?

Question-and-Answer Session

Operator

[Operator Instructions] And your first question comes from the line of Sheila McGrath with Evercore.

Sheila McGrath - Evercore Partners Inc., Research Division

Dave, I was wondering if you could give us an idea, as you look at 2014, and discuss what are some goals for Forest City that you hope to achieve to consider this a successful year? Will it be more deleveraging, adding new projects? What are the kind of primary goals this year?

David J. LaRue

Sheila, good morning, and thank you for the question. Again, going back to what we do strategically rather than year-to-year, our stated goals are going to continue to be the balance sheet, making the investments that we've committed to make in the balance sheet regarding deleveraging. Making investments in our existing portfolio. We think as we continue to focus that operating portfolio in these strong markets, the growth is showing through. And we never want to lose sight of the quality of the portfolio we have and the one we continue to create. And then with the strategic capital partnerships, it's a great achievement that we were able to get them closed as they are. Most importantly, though, we'll be executing upon those for not only ourselves, but for the partners because as each of these partnerships are part of our core portfolio and our core markets, that focus and ongoing execution within those partnerships is important. So all of those things aren't new, but they're part of that strategy. I would also add that, as I noted in my comments, we have been able to land some future growth opportunities. I'll use Pier 70 as an example in San Francisco. That allow us, again, to use the skills that we have as an urban developer, a diversified property owner and developer to lay a foundation for future opportunities. So we'll monitor that. We'll do it, as I said, in the third quarter, some of the lessons learned from some of the impairments that we've had to take because of changes in strategy. We'll be careful with regard to how much investment goes in and, based upon the scope and size, make sure we have strategic partners aligned with us as we move forward. But again, that's beyond 2014, but those foundations get laid now.

Sheila McGrath - Evercore Partners Inc., Research Division

Okay. And then just on the Greenland, you've mentioned that you thought that venture would probably close in second quarter. And I think the goal there was to accelerate the residential opportunity at Atlantic Yards. Can you give us some perspective on what that means? Will there be another building added this year or more than that? Kind of what should we think about in terms of the acceleration of that timeline?

David J. LaRue

Yes. So we're still targeting midyear to get that closed. As I mentioned, we have to have the U.S. government, as well as the Chinese government give final approval. The definitive agreement between us and Greenland, this great company, this great development group, is signed and being held in escrow. So that's not a risk at this point. And with Greenland, and as we've said earlier, that will allow us, again, just based upon our own objectives to get the infrastructure underway; allow us to move forward with the planning, which we're already doing, of additional buildings beyond B2. So we're planning additional residential buildings, whether they're rental or condo. We have that opportunity, as you know, because we have parcels not only on the arena block, but on 1129, which allow us to execute before that infrastructure goes in for the Long Island Railroad, for the permanent yard and the deck. So again, they're anxious to get the -- they and us are anxious to get this going. And that affordable housing component, which we remain focused on and committed to, is part of that acceleration. So we're on path to get, hopefully by the end of the year, one of those starts that I've mentioned would be another building at the project.

Sheila McGrath - Evercore Partners Inc., Research Division

Okay, great. One question for Bob. Bob, you mentioned net debt to the EBITDA at 11x. Is there a goal that at the end of 2014 that we could kind of frame? And also, I think you did mention the volume of asset sales you expected, but if you could just give us some guidance on that?

Robert G. O'Brien

Sure. Thanks, Sheila. So yes, we're slightly above 11x as we end 2013. And we would expect to be just north of 10.5x by the end of 2014. And part of those -- and the challenge in making progress there is as we divest the assets in these non-core markets, they tend to be at higher cap rates. And so the debt yields or the net debt to EBITDA in those assets tends to be pretty attractive, but it still sticks with our strategy of focusing on core markets. So there's a series of non-core assets that we are targeting for sale. We expect that the net proceeds from those sales in 2014, as I said in my remarks, will approximate what our historic average has been, which is about $150 million for the sales. But we would expect to see not quite -- certainly not $1 billion worth of deleveraging over the course of the year, but meaningful hundreds of millions of dollars of deleveraging during the year. And we would expect improvement in the metric from both deleveraging. But a lot of the improvements can become -- come from an improvement in EBITDA or NOI from our portfolio and the projects that are just opening. I want to be clear, it's $150 million of net proceeds from the sales, not $150 million of sales.

Operator

And your next question comes from the line of Steve Sakwa with ISI Group.

Steve Sakwa - ISI Group Inc., Research Division

I guess, Dave, I just want to kind of circle back on Ridge Hill. And it sounds like the tenants that are there are doing well, but yet the leasing just continues to struggle, and I'm just trying to understand kind of why. I understand kind of when the project got leased, it came out at a bad time, and there may have been some stigma around it. But I guess, what does it take to get this project going forward? And at what point do you kind of say uncle here and try and bring in a partner to either help you lease it or to sell it outright?

David J. LaRue

Steve, as I stated, Ridge Hill progress continues to be painfully slow, but it is progress. And as -- every dollar of NOI that comes on to the income statement is accretive to the company, and again does move the project further to stabilization. We have been leasing this for a long time. We are, again, at 73% of space, excluding the L Parcel. And as we look at the breakdown of that space, about approximately 80,000 feet of that is office. And we have a plan in place to lease that office space. The L Parcel, we continually have discussions with a major anchor, but that is not something we expect to achieve during 2013 in terms of getting that closed and started. The balance of the space, about 200,000 feet is small shops, and our leasing team has a plan and targeted tenants on the list where we hope to be able to announce over the course of the year a substantial part of that 200,000 square feet being leased and committed. We said that we think this is going to take through 2015 to get stabilized. We're on that trajectory. As to the reasons why it's been this -- it's slow progress. We -- I really am at a loss for that. There's competition in the market. The slow start didn't help us, but the market itself is helping. And again, as you all noted in our disclosure, the small shop tenants are doing over $580 a foot, which is a great number for a project. Again, almost 900,000 feet of occupied space, so it is continuing to create place. Tenant sales are continuing to rise. And occupancy, however slow, is going up. And we have other tenants interested. So we've got a commitment. We have the capital available to lease the project. And again, over the long term, we believe that this asset does reach that potential and stabilize as we look forward in -- from a value perspective.

Steve Sakwa - ISI Group Inc., Research Division

I guess I'm just trying to understand, has it been more of kind of a rent differential, meaning you think it's worth x and tenants think it's worth x minus 20? Or has it really been being able to convince tenants that this is a viable project? I mean, the $580 a foot in sales, I would think, could convince them. So I'm just trying to figure out where the disconnect is coming.

David J. LaRue

Well, there's always that negotiation, so if we wanted to substantially reduce rent that, I guess, supply of space at a lower price would increase the demand for that space. But we, again, believe, based upon the productivity levels not only that we are achieving, but the demographics in the market that we are appropriately -- our asking rents are appropriate for the opportunity. And it's not that we have this line drawn in the sand that we won't go over if we find the right tenant, the right part of the merchandising mix. We've clearly done that to get some of the quality tenants that we have. So I don't believe it's the property itself. I don't believe it's the market. Those are there, and I think it's just an ongoing negotiation of what's fair for both parties. And that's what we're trying to achieve. We're not trying to have tenants pay what we believe would be detrimental to their own productivity and health. We just have to continue to convince them that what's fair for us, it will also be beneficial to them. Because the project will deliver the traffic and the shoppers, and therefore, they will be successful. So that's the part that's taken the greatest amount of time.

Steve Sakwa - ISI Group Inc., Research Division

Okay. And if I could just switch to kind of Barclays. I mean, you mentioned that the venue has been accepted for all kinds of events, and you sort spent a lot to make sure the experience for the customer was good. Can you just talk about some of the initiatives that you've undertaken to maybe reduce expenses? And when do you think those will begin to become evident in the cash flow statements?

David J. LaRue

Yes, Steve. So again, we're pleased with the acceptance of this fabulous facility. It's in the heart of Brooklyn by the entire market. It's recognized worldwide. So the revenue is, again, as we've stated in the past, on track. We do have plans in place. I don't want to get into the specific areas that we're targeting for better investment of those dollars and controls. But that is in place for -- we started putting that in place in the latter part of '13. And through '14, we'll continue to invest the dollars into the property expenses where we continue. So where we see continued need to make that investment; or we don't need to make the investment, obviously we'll stop spending that money. But again, just a broad picture, when you have a new venue open, we had a significant number of hosts and guests helping people find their way around the arena for the first time. Now that we're 15-plus months into operations, the guests don't necessarily need that same direction, and they know where things are and where they're going. So it's just provides an opportunity for us to invest money in the operation in other areas as needed. So again, we've targeted that $65 million is a stabilized number. That number does include the hockey operation coming in from Long Island. And right now, based upon our view, we can achieve that in that timeframe that we set after the move of the hockey team.

Steve Sakwa - ISI Group Inc., Research Division

Okay. And then, I guess, just one question for Bob. If you just kind of look at what's left on the balance sheet in the kind of non-core assets, are there any potential write-downs that you can sort of envision that maybe haven't taken place yet? Obviously, Atlantic Yards was the large one this past quarter. But anything else that's on the balance sheet that may actually be written down this year?

Robert G. O'Brien

No, if we knew it was something that was going to be written down, we'd obviously write it down. So you know the rules well, Steve, in terms of the approach of looking at impairments and the differences between a fully consolidated asset and an equity method asset. So fully consolidated, you use undiscounted cash flows. To the extent we change the strategy and decide that we're going to not hold it as long or decide that we may want to admit a partner, that may change. That may be a triggering event for a change in how we would look at that calculation. So the short answer is no. I think in real estate, things are changing all the time. And as we pursue these strategies, we're going to look at -- in all sort of options and opportunities to both improve our balance sheet, to activate development. But I think, certainly, beyond the operating portfolio, I think we have -- we would look hard at that, obviously. We took our lumps, if you will, in the third quarter, with the Las Vegas land, and then this fourth quarter with the Atlantic Yards. Reflecting, in the case of Las Vegas, a change in terms of focusing on these core markets and not pursuing a long-term development there. And then in Atlantic Yards, by bringing in a partner and converting that to an equity method investment. I do think that on the operating portfolio, one of the things that investors have responded well to is the -- is our NAV schedule in those operating portfolios. As I think as people try to evaluate the underlying value of Forest City, they're looking at an income approach as opposed to a cost approach to that NAV. And by so doing, the costs, while always relevant, become less important to the underlying value that the income's going to generate and support.

Steve Sakwa - ISI Group Inc., Research Division

Yes, Bob. I guess I was less concerned or focused on kind of the operating assets and whether something was consolidated or unconsolidated. I was thinking more like Las Vegas land. Are there just other little things that maybe aren't broken out that are just potentially more at risk for being written down as you kind of decide to either sell or keep those assets? So...

Robert G. O'Brien

Well, yes. So beyond the operating portfolio, as I tried to reference in my comments, when you look at projects under development construction, it's at 8%. That still is somewhat high because that is yet to reflect Greenland entering into the Atlantic Yards joint venture. Obviously, they will take 70% -- or, and pay for 70% of that opportunity when they come in, when that closes hopefully midyear, and that will further reduce that. So the overall magnitude of the universe of what may be at risk are harder to evaluate. Certainly, it shrunk as well on a comparative basis. So again, we feel good about the balance sheet and where those are. I guess there's always risk, but we think that, that accurately reflects the best picture for Forest City today.

Operator

Your next question comes from the line of George Auerbach with ISI Group.

George D. Auerbach - ISI Group Inc., Research Division

Just 2 follow-ups to Steve. First, any thoughts on same-store NOI growth for the comparable portfolio for 2014?

David J. LaRue

Well, again, we don't -- George, thanks for the question. We really don't give that type of forward-looking guidance. I think as we look at the retail environment, the start of the year has been difficult. I think if you look at other reports that are out there so far, the weather has not done a favor for these opening months. And that's going to affect some same-store NOI for 2 reasons. And again, I guess, in this answer will be maybe even for part of our residential portfolio. Higher expenses regarding the weather are clearly going to impact NOI. And for the retail piece, the shopper actually getting out there and buying in these harsh conditions has impacted the productivity levels at the malls. Looking beyond that start of the year, we think that as the U.S. economy continues to add jobs, and as the economy grows, retail will continue to experience that positive momentum. And again, this past year, we had -- we were pleased with the portfolio, retail portfolio performance because we started repositioning some of our better quality assets. We were 3.6%, I believe, for the retail portfolio. And again, as we have 2 of our better shopping centers, the Short Pump Town Center and Victoria Gardens, we'll have an opportunity to continue to improve the merchandising there, that will -- and renew existing tenants that are doing great. We got to have that strong momentum continue based upon just some specific dynamics, coupled with the general economy.

Operator

Your next question comes from the line of Sheila McGrath with Evercore.

Sheila McGrath - Evercore Partners Inc., Research Division

A couple quick follow-ups. I did notice that you purchased land in Los Angeles. It looks like it's for multifamily. I was wondering if you could comment on that acquisition.

Robert G. O'Brien

Yes, I'll take that. Yes, thanks for highlighting that. So those -- both those acquisitions are directly related to our Arizona State Retirement System's development fund. I think as we've described, the objectives for that fund were to have a reasonable balance between East Coast and West Coast opportunities in investments. While we had the first opportunity on the West Coast was in San Francisco, we did not have an inventory in our balance sheet, but have a relationship with the Hearst Corporation and bought those sites from the Hearst Corporation as additional projects in that Arizona development fund. So we could acquire those at a price and develop them at a return that met the objectives of the fund, and help us balance our investment between East Coast and West Coast with that Arizona development fund.

Sheila McGrath - Evercore Partners Inc., Research Division

Okay. So will that be a start this year then, Bob?

Robert G. O'Brien

Yes. You will see starts on the West Coast in L.A. to -- probably 2 starts in L.A. yet this year.

Sheila McGrath - Evercore Partners Inc., Research Division

Okay, great. And then, on the -- I think you mentioned in the prepared remarks the renovation opportunities with QIC. I was just wondering if you could give us an idea on which centers and to sort of timing there.

David J. LaRue

Sheila, yes, well, we're actually looking at each of our centers. So we bought -- for example, at Antelope Valley, we bought a department store, Bach's Bag [ph] and we're expanding that. Galleria at Sunset in Las Vegas we're expanding. We are looking at South Bay as a major redevelopment opportunity, a tremendous asset, great market. And that would be, rather than expansion, we're hoping a great opportunity to realize the value that sits in the market itself. So those are just a couple that we have specifically got plans, circling our arms around the plans and opportunity. But each of the assets, whether it's Short Pump Town Center, as I mentioned earlier, is in its 10-year anniversary enroll. And we are making significant capital improvement plan there to make sure that asset, again, is serving the market and expectations of our customers that go to the property. So they've brought a tremendous insight to our partnership. They've brought a willingness to invest for future value creation. And again, this is very well suited to our own strategic objectives for that portfolio as we strive to have the portfolio go over $500 a foot through the operations of the existing assets, as well as continued disposition of non-quality or other market assets that just don't fit our core strategy anymore.

Sheila McGrath - Evercore Partners Inc., Research Division

Okay. And one question on the Cambridge building. I think I read somewhere that Millennium was the tenant. Is that an expansion for Millennium or are they leaving other space of yours?

David J. LaRue

No, that is, and again, an expansion space. So they are the major tenant at the park. They are fully owned by Takeda Pharmaceutical Corporation of Japan, a credit tenant and a company that continues to invest in and expand in that research area of their business. And this will be that lab office that we have at University Park, and again, are pleased that they -- we were able to have them -- be able to meet their need for additional space.

Sheila McGrath - Evercore Partners Inc., Research Division

Okay. And then just real quick on the office, that segment was weak, part of it from Pierrepont. Can you just remind us when, which quarter the Pierrepont impact was fully baked in just so, as we look at our models going out this year when that kind of comparison improves? And what else might have impacted the quarter on the office side?

David J. LaRue

Well, again, Pierrepont is clearly the largest. As I've said, in my comments, we expect to see a meaningful improvement in the office portfolio. So just to level-set for everybody, Pierrepont, the 300,000 square feet or so, was baked in, in the first quarter of 2013. And as we reported previously and announced, we've made great progress in getting that leased up. And so those tenants will start -- and some of them have started, will start burning through their free rent during this first quarter, and it will pick up throughout the balance of the year. And so we would expect to have a strong comp in the office group as a result of that.

Robert G. O'Brien

Yes, I would just also just provide some color. You may have seen Chase. JPMorgan Chase agreed to move 2,000 to 3,000 of their employees back to this office space here in Brooklyn. They sold an office building in Manhattan. That seems to us is very good news just in general for the Brooklyn office market. And obviously, as a landlord there, we benefit from that. Much of that space that they are now moving into was on the sublease market for quite a period of time. And we were competing against that. And as Dave said, we've made progress in Pierrepont, but it's a very large space. So of the roughly 300,000 square feet, I think we're not quite half leased, but have prospects for much of the remainder, and expect to have meaningful progress throughout the year.

Sheila McGrath - Evercore Partners Inc., Research Division

Okay. One last question. On impairment, it was below the low end of previous guidance. I was just wondering if you could explain what was driving that, the impairment at Atlantic Yards.

Robert G. O'Brien

Sure. So obviously, we were finalizing our agreements with Greenland when we made the announcement at the end of our third quarter. We also were thinking about the range at 100%, and the guidance was kind of at the gross or 100% level. As you may recall, we have some partners in the original transaction. And a portion of the loss was theirs. So we're thinking about it as -- so the gross loss was probably still at the low end of the range, but it was within that range. And then when we net out the interest of our former -- our existing partners at lower to below the $250 million. So again, I'm trying to give the marketplace guidance as to an expectation, it was a wide range because there were still a lot of moving parts at the end of the third quarter. We finalized those, finalized our agreements with Greenland in December and into January. And we're able to finalize the documentation there.

Operator

Your next question comes from the line of John Fox with Fenimore Asset Management.

John D. Fox - Fenimore Asset Management, Inc.

I had a few questions. One on the sales, you're pretty clear of around $150 million of net proceeds. But I'm curious on the use of those, given that the holding company debt is kind of down to just the converts. And so, I guess, I was assuming, given that kind of development pipeline you have for this year, that you would just reinvest those proceeds. But if you could just qualify kind of the use of $150 million of cash proceeds?

Robert G. O'Brien

Well, as I always say, cash is fungible, right? Am I using it to fund our development or am I using the cash flow that the properties are generating to pay down debt or vice versa. So it certainly is a mix, John. The expectation is we're going to use a reasonable amount of the cash generated from the business, whether that be from sales or generated from the operating portfolio, to delever the business so we would expect to see meaningful reduction in our overall debt metrics. You're exactly right, our recourse debt is essentially paid, but for the converts. So the focus this year will be on trying to address both near-term maturities, but also trying to focus that on the higher coupon nonrecourse property-level debt to get our debt metrics back in line. But the combination of the cash that the business is going to generate is -- again, that's the balance, as a management team, we try to find between utilizing it to activate that development, to invest in our mature portfolio and some of the renovations and expansions that Dave and Sheila just discussed, but also to pay down the debt. So it's really a combination.

John D. Fox - Fenimore Asset Management, Inc.

Yes. I guess I asked the question the wrong way. I mean, last year, there were obvious pieces of debt that you had your eyes on the payoff. And that's really not the situation today. And so it's going to be a mix of development paying off high cost debt, maybe holding some cash for future maturities, that type of thing?

Robert G. O'Brien

That's exactly right.

John D. Fox - Fenimore Asset Management, Inc.

Okay. Second question is on the balance sheet, and Sheila may have touched on this, but the land inventory line, which has been running about $55 million, $60 million, went up to $120 million. So is that the L.A. land or is there anything else going on in the land that you own?

Robert G. O'Brien

So what we want, we're trying to provide greater clarity on our balance sheet for what's in active development and going to go vertical, versus those things that we are holding on our balance sheet that we intend to sell and generate cash and probably profits from that. So that includes things like out lots on -- surrounding some of our shopping centers, and included some land that was in -- previously in our projects under development line that we decided to shift so that people understood, or investors better understood, on our balance sheet those things that are in development and going to vertical versus those things that are essentially land inventory that's going to get divested of, over time.

John D. Fox - Fenimore Asset Management, Inc.

Okay. So that wasn't acquisition, so to speak?

Robert G. O'Brien

It wasn't a new investment. It was really a shift, and we probably should have highlighted that for you in the call. It's in -- you'll see the description of it in our K.

John D. Fox - Fenimore Asset Management, Inc.

Okay. And so we should think about that land like if it's our -- out parcels that will be monetized over time and generate some cash?

Robert G. O'Brien

Exactly.

John D. Fox - Fenimore Asset Management, Inc.

Okay. And then the other new line item, which is the development project held for sale, is that all in Brooklyn with Greenland?

Robert G. O'Brien

Yes, that's Atlantic Yards. So because they're coming in and they're coming in as a 70% partner, we're treating that between now and the time we close as a project held for sale. As we've described, we will be a 30% partner. It will become an equity method on our GAAP balance sheet. We will, as we always do, show it at 30% on our prorated balance sheet. And when that close, just to be clear, when that closes, that will move back up into projects under development because it will be in active development with our partner.

John D. Fox - Fenimore Asset Management, Inc.

Right. So if I look at the $367 million of asset and the $168 million of debt, should I think about that as realizing $200 million of cash or is that kind of $200 million equity is just going to stay in there, but just shift on the balance sheet?

Robert G. O'Brien

So you do your math well. Yes, they're coming to the table with approximately that amount of dollars. As we've described, and as Dave described, there's a large investment in infrastructure there in order to do the permanent yard for the Long Island Railroad and the foundations and platform above that rail yard. But that will go back in over time. So we will receive gross $200 million. There's some expenses related to the transaction. There's some other pullbacks and other things related in the agreement. But much of that cash will come to us upon closing. Thanks, John, good questions. And John, just and our investors -- in our K -- at the very back of our K -- of the K, $139 million, we break out land between, really, commercial outlets, Stapleton and our Las Vegas land that we wrote down in the third quarter. So you can see the breakdown there. It's called Schedule 3.

Operator

And your next question comes from the line of Steve Sakwa with ISI Group.

Steve Sakwa - ISI Group Inc., Research Division

I just wanted to follow up on the, I guess, partly Sheila's question and Bob, your comment about JPMorgan and kind of the demand that you're seeing in Brooklyn. Or can you just kind of describe the types of tenants? And are they kind of Brooklyn-native tenants or are you seeing more tenants trying to leave Lower Manhattan and come into Brooklyn?

David J. LaRue

Steve, I'll try to address that. I think it's part of what's happening in Brooklyn in general. There aren't the big financial tenants coming in and taking hundred-plus thousand square feet, 200,000 square feet of space. I think the tenants are in the 20,000 to 40,000 square-foot range. One of the successes we've had in our own building is a tech company, MakerBot. So tech continues to, I think, follow the overall demographic pattern, which is positive to Brooklyn right now, and get out of the higher rent districts and move in to places where they have flexible space, expansion opportunity on how they can grow. And Brooklyn does have space available like that. So the overall markets -- the overall market in the New York market is, I think, going to be up slightly and relatively flat based upon traditional job creation patterns. But the submarket and the big market that Brooklyn does represent, I think, is going to get some of that -- JPMorgan Chase moving and taking that sublet space off the market in the high 20s -- or high-teens low-20s. Again, just is that additional strong foundation for the landlords, but again, opportunity for that overall market dynamic to keep moving in.

Operator

This will conclude the question-and-answer session. I will now turn the call back over to Mr. LaRue.

David J. LaRue

Thank you, operator, and thanks, all of you, for participating. Specifically, the questions were on point. And again, as we discussed during the call, 2013 had quite a bit of transition, quite a bit of transformation. And as we look forward to 2014, we look forward to a more steady and stable environment where comparable numbers that we report quarter-to-quarter on this new calendar basis allow us comparability with our peers. The reporting time will match up with the major investor opportunities to meet with us, and we look forward to that next week. So again, thank you, all, for your interest and continued support in our story, in our strategic plan and our transformation. And we'll talk to you next quarter. Thanks.

Operator

Ladies and gentlemen, that will conclude today's conference. Thank you for your participation. You may now disconnect. Have a great day.

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