Exhibit 99.2
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DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Table of Contents
| | |
Section | | Page |
Earnings Release & Financial Statements | | |
Press Release | | 1-15 |
| |
Financial Summary | | |
Financial Highlights | | 16 |
Financial Ratios and Ratings | | 17 |
Total Market Capitalization Summary | | 18 |
Debt to EBITDA Calculation | | 19 |
Significant Accounting Policies | | 20-21 |
Other Real Estate Information | | 22 |
Reconciliation of Non-GAAP Financial Measures | | 23-26 |
| |
Joint Venture Financial Summary | | |
Joint Venture Investment Summary | | 27 |
Joint Venture Combining Financial Statements | | 28-29 |
| |
Investment Summary | | |
Acquisitions and Dispositions | | 30-31 |
Developments and Redevelopments | | 32-33 |
Projects Primarily on Hold | | 34 |
| |
Portfolio Summary | | |
Portfolio Characteristics | | 35-36 |
Lease Expirations | | 37 |
Leased Rate | | 38 |
Leasing Summary | | 39 |
Net Effective Rents | | 40 |
Largest Tenants by Square Footage | | 41 |
Largest Tenants by Base Rental Revenues | | 42 |
| |
Debt Summary | | |
Summary of Consolidated Debt | | 43 |
Summary of Joint Venture Debt | | 44 |
Consolidated Debt Detail | | 45-47 |
Joint Venture Debt Detail | | 48-49 |
| |
Analyst Coverage | | |
Contact Information | | 50 |
Property list available online athttp://www.ddr.com
DDR considers portions of this information to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectations for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including among other factors, local conditions such as oversupply of space or a reduction in demand for real estate in the area, competition from other available space, dependence on rental income from real property; the loss of, significant downsizing of or bankruptcy of a major tenant; constructing properties or expansions that produce a desired yield on investment; ability to sell assets on commercially reasonable terms; ability to secure equity or debt financing on commercially acceptable terms or at all; or ability to enter into definitive agreements with regard to our financing and joint venture arrangements or our failure to satisfy conditions to the completion of these arrangements; and the finalization of the financial statements for the year ended December 31, 2011. For additional factors that could cause the results of the Company to differ materially from these indicated in the forward-looking statements, please refer to the Company’s Form 10-K as of December 31, 2010. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For Immediate Release:
| | |
Media Contact: | | Investor Contact: |
Marty Richmond | | Samir Khanal |
Vice President Marketing and Corporate Communications | | Senior Director of Investor Relations |
216.755.5500 | | 216.755.5500 |
mrichmond@ddr.com | | skhanal@ddr.com |
DDR REPORTS OPERATING FFO PER DILUTED SHARE
OF $0.26 FOR THE QUARTER ENDED DECEMBER 31, 2011
BEACHWOOD, OHIO, February 16, 2012 – DDR Corp. (NYSE: DDR) today announced operating results for the fourth quarter ended December 31, 2011.
SIGNIFICANT 2011 ACTIVITY
| • | | Generated operating FFO of $0.97 per diluted share for the full year 2011 and $0.26 per diluted share for the fourth quarter, which excludes certain non-operating items |
| • | | Executed a total of 2,108 new leases and renewals for over 11.7 million square feet in 2011 |
| • | | Executed 543 new leases and renewals for over 2.9 million square feet in the fourth quarter |
| • | | Increased the portfolio leased rate to 93.6% at December 31, 2011, an increase of 100 basis points year over year |
| • | | Generated positive leasing spreads for the full year 2011, with new leases up 11.2% and renewals up 5.0%, for a blended spread of 6.1% |
| • | | Generated positive leasing spreads for the fourth quarter, with new leases up 9.6% and renewals up 4.5%, for a blended spread of 5.8% |
| • | | Generated same store net operating income growth of 3.5% for the full year 2011 as compared to 2010 |
| • | | Generated same store net operating income growth of 2.9% for the fourth quarter as compared to the fourth quarter of 2010 |
| • | | Generated same store net operating income growth on a sequential basis of 4.0% in the fourth quarter of 2011 as compared to the third quarter of 2011 |
| • | | Reduced consolidated debt-to-EBITDA to 7.26 in the fourth quarter of 2011 |
| • | | Completed $461 million of asset sales in 2011 of which $247 million were sold in the fourth quarter; DDR’s total share of dispositions in 2011 was $371 million, $205 million of which was in the fourth quarter |
| • | | Completed $270 million of wholly owned acquisitions of prime assets in 2011 of which $80 million were completed in the fourth quarter |
“We are pleased to report another quarter of positive operational trends within our portfolio. The strong property level performance when combined with the execution of our internal operating platform provided us with the ability to pursue opportunistic capital raising events to further de-risk our balance sheet while simultaneously expanding and improving the quality of our asset base,” commented DDR’s president and chief executive officer, Daniel B. Hurwitz.
FINANCIAL HIGHLIGHTS
The Company’s fourth quarter operating funds from operations was $72.1 million, or $0.26 per diluted share, before $24.7 million of net adjustments. The Company’s full year 2011 operating funds from operations was $267.1 million, or $0.97 per diluted share, before $39.5 million of net adjustments.
1
The charges and gains, primarily non-cash, for the periods ended December 31, 2011, are summarized as follows (in millions):
| | | | | | | | |
| | Three Months | | | Year | |
Non-cash impairment charges – non-depreciable consolidated assets | | $ | 17.1 | | | $ | 63.2 | |
Executive separation and related compensation and benefit charges | | | 1.4 | | | | 12.4 | |
Loss on debt retirement, net | | | — | | | | 0.1 | |
Non-cash gain on equity derivative instruments (Otto Family warrants) | | | — | | | | (21.9 | ) |
Other (income) expense, net(1) | | | 0.2 | | | | 5.0 | |
Equity in net income of joint ventures – gain on sale of land, gain on debt extinguishment and currency adjustments | | | (0.5 | ) | | | (1.2 | ) |
Non-cash impairment of joint venture investments on non-depreciable assets | | | — | | | | 1.6 | |
Non-cash gain on change in control and sale of interests, net | | | (2.5 | ) | | | (25.2 | ) |
Discontinued operations – loss on debt extinguishment | | | 7.7 | | | | 6.8 | |
Discontinued operations – non-cash gain on deconsolidation of interests | | | — | | | | (4.7 | ) |
Gain on disposition of real estate (land), net | | | 1.4 | | | | 0.9 | |
Non-controlling interest – portion of impairment charges allocated to outside partners | | | (0.1 | ) | | | (3.9 | ) |
Write-off of preferred share original issuance costs | | | — | | | | 6.4 | |
| | | | | | | | |
Total adjustments from FFO to operating FFO | | $ | 24.7 | | | $ | 39.5 | |
| | | | | | | | |
(1) | Amounts included in Other (income) expense are detailed as follows: |
| | | | | | | | |
| | Three Months | | | Year | |
Loss on sale of mezzanine note receivable | | $ | — | | | $ | 5.0 | |
Litigation expenditures | | | 0.3 | | | | 2.3 | |
Settlement gain of lease liability obligation | | | — | | | | (2.6 | ) |
Debt extinguishment costs, net | | | 0.9 | | | | 0.7 | |
Other | | | (1.0 | ) | | | (0.4 | ) |
| | | | | | | | |
| | $ | 0.2 | | | $ | 5.0 | |
| | | | | | | | |
Funds From Operations (“FFO”) applicable to common shareholders for the three-month period ended December 31, 2011, including the above net adjustments, was $47.4 million, or $0.17 per diluted share, which compares to a FFO loss of $37.0 million, or $0.14 per diluted share, for the prior-year comparable period. The increase in FFO for the three-month period ended December 31, 2011, is primarily the result of a decrease in impairment charges recorded on non-depreciable assets (land) in the fourth quarter of 2011, lower income tax expense due to a $49.9 million non-cash reserve recorded in the fourth quarter of 2010 and the effect of the non-cash valuation adjustments associated with the warrants issued to the Otto family that were exercised in full for cash in the first quarter of 2011.
FFO applicable to common shareholders for the year ended December 31, 2011, including the above net adjustments, was $227.6 million, or $0.75 per diluted share, which compares to FFO of $76.3 million, or $0.30 per diluted share, for the prior year. The increase in FFO for the year ended December 31, 2011, is primarily the result of the gain on change in control and sale of interests related to the Company’s unconsolidated joint ventures; a reduction in impairment charges recorded on non-depreciable assets (land); lower income tax expense; and, the effect of the non-cash valuation adjustments associated with the warrants partially offset by executive separation charges and the write-off of the original issuance costs from the redemption of the Company’s Class G cumulative redeemable preferred shares.
2
Net loss applicable to common shareholders for the three-month period ended December 31, 2011, was $1.8 million, or $0.01 per diluted share, which compares to a net loss of $94.8 million, or $0.37 per diluted share, for the prior-year comparable period. Net loss applicable to common shareholders for the year ended December 31, 2011, was $53.8 million, or $0.28 per diluted share, which compares to a net loss of $251.6 million, or $1.03 per diluted share, for the prior year. The changes in net loss applicable to common shareholders for the three-month period and year ended December 31, 2011, is primarily due to the same factors impacting FFO as explained above.
LEASING & PORTFOLIO OPERATIONS
The following results for the full year and fourth quarter of 2011, highlight continued strong leasing activity throughout the portfolio:
| • | | Executed 876 new leases aggregating 4.0 million square feet and 1,232 renewals aggregating approximately 7.7 million square feet of which 239 new leases aggregating approximately 1.1 million square feet and 304 renewals aggregating approximately 1.8 million square feet were executed in the fourth quarter |
| • | | The portfolio leased rate was 93.6% at December 31, 2011, as compared to 92.6% at December 31, 2010 |
| • | | On a cash basis, rental rates for new leases increased by 11.2% over prior rents and renewals increased by 5.0%, resulting in an overall blended spread of 6.1% for the full year 2011; the fourth quarter 2011 spreads on new leases increased by 9.6% and renewals increased by 4.5%, resulting in an overall blended spread of 5.8% |
| • | | Same store net operating income (“NOI”) increased by 3.5% for the full year 2011 and 2.9% for the fourth quarter as compared to the comparable periods in 2010; on a sequential basis, reported same store NOI growth of 4.0% in the fourth quarter of 2011 compared to the third quarter of 2011 |
| • | | Total portfolio average annualized base rent per occupied square foot as of December 31, 2011 was $13.81, as compared to $13.36 at December 31, 2010 |
ACQUISITIONS & INVESTMENTS
In January 2012, affiliates of the Company and The Blackstone Group L.P. (“Blackstone”) formed a joint venture, which is expected to acquire a portfolio of 46 shopping centers currently owned by EPN Group (the “EDT Retail Portfolio”) valued at approximately $1.4 billion, including assumed debt of $640 million and at least $305 million of anticipated new financings. An affiliate of Blackstone will own 95% of the common equity of the joint venture and the remaining 5% interest will be owned by an affiliate of DDR. DDR is also expected to invest $150 million in preferred equity in the venture with a fixed dividend rate of 10%, and will continue to provide leasing and management services for the portfolio. In addition, DDR will have the right of first offer to acquire ten of the assets.
In the fourth quarter of 2011, the Company acquired Polaris Towne Center in Columbus, Ohio, a 700,000 square-foot prime asset anchored by Target, Lowe’s, Kroger, Best Buy, T.J.Maxx, Old Navy and ULTA, for a total purchase price of approximately $80 million. The Company assumed $45.2 million of mortgage debt in conjunction with this acquisition. This asset was purchased in connection with the sale of Town Center Plaza in Leawood, Kansas to Glimcher Realty Trust for approximately $139 million.
3
FINANCINGS
In January 2012, the Company completed a forward sale agreement to issue 19.0 million of its common shares at a price of $12.95 per share. The Company expects the settlement of the forward sale agreements to be on or about June 29, 2012. The Company expects to use the net proceeds to fund its investment in the joint venture with Blackstone as previously described.
In January 2012, the Company completed $353 million in new long-term financings, comprised of a $250 million unsecured term loan (“Term Loan”) and a $103 million mortgage loan (“Mortgage Loan”). These financings address the majority of the Company’s 2012 consolidated debt maturities. The Term Loan consists of a $200 million tranche that currently bears interest at an annual rate of LIBOR plus 210 basis points and matures on January 31, 2019; and a $50 million tranche that currently bears interest at an annual rate of LIBOR plus 170 basis points and matures on January 31, 2017. Borrowings on the Term Loan bear interest at LIBOR plus a margin based upon DDR’s long-term senior unsecured debt ratings. Additionally, the Company entered into an interest rate swap on the $200 million tranche to fix the interest rate at 3.64%. Proceeds from the Term Loan will be used to retire the remaining $180 million of convertible notes maturing in March 2012, reduce the outstanding balances under the Company’s revolving credit facilities, and for general corporate purposes. The Mortgage Loan has a seven-year term and bears interest at 3.4%.
DISPOSITIONS
The Company sold 13 consolidated assets, aggregating approximately 1.2 million square feet, in the fourth quarter of 2011, generating gross proceeds of approximately $164.7 million. In addition, the Company sold $30.6 million of consolidated non-income producing assets or interests in assets. The Company recorded an aggregate net gain of approximately $54.3 million related to asset sales in the fourth quarter of 2011.
In the fourth quarter of 2011, two of the Company’s unconsolidated joint ventures sold four shopping centers, aggregating approximately 0.7 million square feet, generating gross proceeds of approximately $51.3 million. The joint ventures recorded an aggregate net loss of approximately $2.6 million related to these asset sales, of which the Company’s proportionate share was approximately $0.3 million.
2012 GUIDANCE
There has been no change in guidance since the last update provided on January 10, 2012. The Company continues to estimate operating FFO for 2012 between $0.98 - $1.04 per diluted share.
NON-GAAP DISCLOSURES
FFO is a supplemental non-GAAP financial measurement used as a standard in the real estate industry and a widely accepted measure of real estate investment trust (“REIT”) performance. Management believes that FFO and operating FFO provide additional indicators of the financial performance of a REIT. The Company also believes that FFO and operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group. Neither FFO nor operating FFO represents cash generated from operating activities in accordance with generally accepted accounting principles (“GAAP”), is necessarily indicative of cash available to fund cash needs and should be considered as an alternative to net income computed in accordance with GAAP as an indicator of the Company’s operating performance or as an alternative to cash flow as a measure of liquidity.
4
The original NAREIT definition of FFO did not explicitly address the treatment of impairment charges of depreciable real estate. As a result, there were different industry views regarding whether such charges should be excluded from FFO. The Company’s historical calculation of FFO included impairment charges as well as losses on sale of depreciable real estate. On October 31, 2011, NAREIT clarified that the exclusion of impairment charges of depreciable real estate is consistent with the definition of FFO. Further, NAREIT indicated that it preferred for companies to restate previously reported NAREIT FFO in order to provide consistent and comparable presentation of FFO measures. As a result, in the fourth quarter of 2011, the Company modified its definition of FFO to comply with the NAREIT definition as it related to impairment charges and losses on sale of depreciable real estate and related investments. The Company has restated prior periods accordingly in this release. In addition, the Company’s presentation of operating FFO will no longer reflect an adjustment for impairment charges and losses on sale of depreciable real estate and related investments.
FFO is defined and calculated by the Company as net income, adjusted to exclude: (i) preferred share dividends, (ii) gains and losses from disposition of depreciable real estate property, which are presented net of taxes, (iii) impairment charges on depreciable real estate property and related investments, (iv) extraordinary items and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income from joint ventures and equity income from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company calculates operating FFO by excluding the non-operating charges and gains described above. The Company computes FFO in accordance with the NAREIT definition as affirmed by NAREIT on October 31, 2011. Other real estate companies may calculate FFO and operating FFO in a different manner. FFO excluding the net non-operating items detailed above is useful to investors as the Company removes these charges and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. A reconciliation of net income (loss) to FFO and operating FFO is presented in the financial highlights section of the Company’s quarterly supplement.
SAFE HARBOR
DDR considers portions of the information in this press release to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors, the ability of the joint venture between affiliates of the Company and Blackstone to successfully complete the acquisition of the EDT Retail Portfolio; local conditions such as oversupply of space or a reduction in demand for real estate in the area; competition from other available space; dependence on rental income from real property; the loss of, significant downsizing of or bankruptcy of a major tenant; constructing properties or expansions that produce a desired yield on investment; our ability to buy or sell assets on commercially reasonable terms; our ability to complete acquisitions or dispositions of assets under contract; our ability to secure equity or debt financing on commercially acceptable terms or at all; our ability to enter into definitive agreements with regard to our financing and joint venture arrangements or our failure to satisfy conditions to the completion of these arrangements; the success of our capital recycling strategy; and the finalization of the financial statements for the three-month period and year ended December 31, 2011. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, please refer to the Company’s Form 10-K for the year ended December 31, 2010. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
5
ABOUT DDR
DDR is an owner and manager of 481 value-oriented shopping centers representing 123 million square feet in 39 states, Puerto Rico and Brazil. The Company’s assets are concentrated in high barrier-to-entry markets with stable populations and high growth potential and its portfolio is actively managed to create long-term shareholder value. DDR is a self-administered and self-managed REIT operating as a fully integrated real estate company, and is publicly traded on the New York Stock Exchange under the ticker symbol DDR. Additional information about the company is available at www.ddr.com.
CONFERENCE CALL INFORMATION & SUPPLEMENTAL MATERIALS
A copy of the Company’s Supplemental Financial/Operational package is available to all interested parties upon request to Samir Khanal, at the Company’s corporate office, 3300 Enterprise Parkway, Beachwood, Ohio 44122 or at www.ddr.com.
The Company will hold its quarterly conference call tomorrow, February 17, 2012, at 10:00 a.m. Eastern Daylight Time. To participate, please dial 800.901.5217 (domestic), or 617.786.2964 (international) at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 38873915. Access to the live call and replay will also be available through the Company’s website. The replay will be available through February 25, 2012.
6
DDR Corp.
Financial Highlights
(In thousands)
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues: | | | | | | | | | | | | | | | | |
Minimum rents(A) | | $ | 130,696 | | | $ | 127,337 | | | $ | 514,493 | | | $ | 506,065 | |
Percentage and overage rents(A) | | | 2,730 | | | | 2,448 | | | | 6,457 | | | | 5,827 | |
Recoveries from tenants | | | 38,596 | | | | 39,870 | | | | 166,665 | | | | 165,946 | |
Ancillary and other property income | | | 8,042 | | | | 6,492 | | | | 29,346 | | | | 20,990 | |
Management, development and other fee income | | | 12,296 | | | | 13,312 | | | | 47,148 | | | | 53,434 | |
Other(B) | | | 2,184 | | | | 3,999 | | | | 6,909 | | | | 10,795 | |
| | | | | | | | | | | | | | | | |
| | | 194,544 | | | | 193,458 | | | | 771,018 | | | | 763,057 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Operating and maintenance(C) | | | 30,983 | | | | 32,396 | | | | 135,708 | | | | 130,406 | |
Real estate taxes | | | 23,198 | | | | 24,404 | | | | 100,089 | | | | 101,944 | |
Impairment charges(D) | | | 45,654 | | | | 25,578 | | | | 101,815 | | | | 84,855 | |
General and administrative(E) | | | 19,911 | | | | 23,028 | | | | 85,221 | | | | 85,573 | |
Depreciation and amortization | | | 59,684 | | | | 54,222 | | | | 222,655 | | | | 209,847 | |
| | | | | | | | | | | | | | | | |
| | | 179,430 | | | | 159,628 | | | | 645,488 | | | | 612,625 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 2,154 | | | | 2,874 | | | | 9,832 | | | | 7,302 | |
Interest expense(F) | | | (57,667 | ) | | | (57,141 | ) | | | (229,718 | ) | | | (215,322 | ) |
Gain (loss) on debt retirement, net(F) | | | 45 | | | | 152 | | | | (89 | ) | | | 485 | |
(Loss) gain on equity derivative instruments(G) | | | — | | | | (25,539 | ) | | | 21,926 | | | | (40,157 | ) |
Other (expense) income, net(H) | | | (177 | ) | | | (5,871 | ) | | | (5,002 | ) | | | (24,211 | ) |
| | | | | | | | | | | | | | | | |
| | | (55,645 | ) | | | (85,525 | ) | | | (203,051 | ) | | | (271,903 | ) |
| | | | | | | | | | | | | | | | |
Loss before earnings from equity method investments and other items | | | (40,531 | ) | | | (51,695 | ) | | | (77,521 | ) | | | (121,471 | ) |
Equity in net (loss) income of joint ventures(I) | | | (2,217 | ) | | | 9,377 | | | | 13,734 | | | | 5,600 | |
Impairment of joint venture investments(D) | | | (1,250 | ) | | | (227 | ) | | | (2,921 | ) | | | (227 | ) |
Gain on change in control of interests and sale of interests, net(J) | | | 2,461 | | | | — | | | | 25,170 | | | | — | |
Tax expense of taxable REIT subsidiaries and state franchise and income taxes (K) | | | (20 | ) | | | (49,496 | ) | | | (1,044 | ) | | | (47,952 | ) |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (41,557 | ) | | | (92,041 | ) | | | (42,582 | ) | | | (164,050 | ) |
Income (loss) from discontinued operations(L) | | | 48,112 | | | | 6,575 | | | | 16,106 | | | | (84,989 | ) |
| | | | | | | | | | | | | | | | |
Income (loss) before gain on disposition of real estate | | | 6,555 | | | | (85,466 | ) | | | (26,476 | ) | | | (249,039 | ) |
(Loss) gain on disposition of real estate, net of tax | | | (1,380 | ) | | | 1,257 | | | | 7,079 | | | | 1,318 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | 5,175 | | | | (84,209 | ) | | | (19,397 | ) | | | (247,721 | ) |
Loss (income) attributable to non-controlling interests | | | 31 | | | | (17 | ) | | | 3,543 | | | | 38,363 | |
| | | | | | | | | | | | | | | | |
Net income (loss) attributable to DDR | | $ | 5,206 | | | $ | (84,226 | ) | | $ | (15,854 | ) | | $ | (209,358 | ) |
| | | | | | | | | | | | | | | | |
Net loss applicable to common shareholders | | $ | (1,761 | ) | | $ | (94,793 | ) | | $ | (53,843 | ) | | $ | (251,627 | ) |
| | | | | | | | | | | | | | | | |
Funds From Operations (“FFO”): | | | | | | | | | | | | | | | | |
Net loss applicable to common shareholders | | $ | (1,761 | ) | | $ | (94,793 | ) | | $ | (53,843 | ) | | $ | (251,627 | ) |
Depreciation and amortization of real estate investments | | | 58,081 | | | | 55,399 | | | | 221,278 | | | | 217,167 | |
Equity in net loss (income) of joint ventures(I) | | | 2,217 | | | | (9,377 | ) | | | (13,734 | ) | | | (5,600 | ) |
Impairment of depreciable joint venture investments | | | 1,250 | | | | 227 | | | | 1,285 | | | | 227 | |
Joint ventures’ FFO(I) | | | 14,234 | | | | 17,345 | | | | 57,604 | | | | 54,737 | |
Non-controlling interests (OP Units) | | | 32 | | | | 8 | | | | 88 | | | | 32 | |
Impairment of depreciable real estate assets, net of non-controlling interests | | | 29,037 | | | | 3,300 | | | | 62,683 | | | | 68,240 | |
Gain on disposition of depreciable real estate, net | | | (55,675 | ) | | | (9,080 | ) | | | (47,751 | ) | | | (6,837 | ) |
| | | | | | | | | | | | | | | | |
FFO applicable to common shareholders | | | 47,415 | | | | (36,971 | ) | | | 227,610 | | | | 76,339 | |
Write-off of preferred share original issuance costs(M) | | | — | | | | — | | | | 6,402 | | | | — | |
Preferred dividends | | | 6,967 | | | | 10,567 | | | | 31,587 | | | | 42,269 | |
| | | | | | | | | | | | | | | | |
FFO | | $ | 54,382 | | | $ | (26,404 | ) | | $ | 265,599 | | | $ | 118,608 | |
| | | | | | | | | | | | | | | | |
Per share data: | | | | | | | | | | | | | | | | |
Earnings per common share | | | | | | | | | | | | | | | | |
Basic | | $ | (0.01 | ) | | $ | (0.37 | ) | | $ | (0.20 | ) | | $ | (1.03 | ) |
| | | | | | | | | | | | | | | | |
Diluted | | $ | (0.01 | ) | | $ | (0.37 | ) | | $ | (0.28 | ) | | $ | (1.03 | ) |
| | | | | | | | | | | | | | | | |
Basic – average shares outstanding | | | 274,718 | | | | 253,872 | | | | 270,278 | | | | 244,712 | |
| | | | | | | | | | | | | | | | |
Diluted – average shares outstanding | | | 274,718 | | | | 253,872 | | | | 271,472 | | | | 244,712 | |
| | | | | | | | | | | | | | | | |
Dividends Declared | | $ | 0.08 | | | $ | 0.02 | | | $ | 0.22 | | | $ | 0.08 | |
| | | | | | | | | | | | | | | | |
Funds From Operations – Basic(N) | | $ | 0.17 | | | $ | (0.14 | ) | | $ | 0.84 | | | $ | 0.31 | |
| | | | | | | | | | | | | | | | |
Funds From Operations – Diluted(N) | | $ | 0.17 | | | $ | (0.14 | ) | | $ | 0.75 | | | $ | 0.30 | |
| | | | | | | | | | | | | | | | |
7
DDR Corp.
Financial Highlights
(In thousands)
Selected Balance Sheet Data
| | | | | | | | |
| | December 31, 2011 | | | December 31, 2010 | |
Assets: | | | | | | | | |
Real estate and rental property: | | | | | | | | |
Land | | $ | 1,844,125 | | | $ | 1,837,403 | |
Buildings | | | 5,461,122 | | | | 5,491,489 | |
Fixtures and tenant improvements | | | 379,965 | | | | 339,129 | |
| | | | | | | | |
| | | 7,685,212 | | | | 7,668,021 | |
Less: Accumulated depreciation | | | (1,550,066 | ) | | | (1,452,112 | ) |
| | | | | | | | |
| | | 6,135,146 | | | | 6,215,909 | |
Land held for development and construction in progress | | | 581,627 | | | | 743,218 | |
Real estate held for sale, net | | | 2,290 | | | | — | |
| | | | | | | | |
Real estate, net | | | 6,719,063 | | | | 6,959,127 | |
| | |
Investments in and advances to joint ventures | | | 353,907 | | | | 417,223 | |
Cash | | | 41,206 | | | | 19,416 | |
Restricted cash | | | 30,983 | | | | 28,139 | |
Notes receivable, net | | | 93,905 | | | | 120,330 | |
Receivables, including straight-line rent, net | | | 117,463 | | | | 123,259 | |
Other assets, net | | | 112,898 | | | | 100,596 | |
| | | | | | | | |
| | $ | 7,469,425 | | | $ | 7,768,090 | |
| | | | | | | | |
Liabilities & Equity: | | | | | | | | |
Indebtedness: | | | | | | | | |
Revolving credit facilities | | $ | 142,421 | | | $ | 279,865 | |
Unsecured debt | | | 2,139,718 | | | | 2,043,582 | |
Mortgage and other secured debt | | | 1,822,445 | | | | 1,978,553 | |
| | | | | | | | |
| | | 4,104,584 | | | | 4,302,000 | |
Equity derivative liability | | | — | | | | 96,237 | |
Dividends payable | | | 29,128 | | | | 12,092 | |
Other liabilities | | | 257,821 | | | | 223,074 | |
| | | | | | | | |
Total liabilities | | | 4,391,533 | | | | 4,633,403 | |
| | |
Preferred shares(L) | | | 375,000 | | | | 555,000 | |
Common shares(M) | | | 27,711 | | | | 25,627 | |
Paid-in-capital(G) | | | 4,138,812 | | | | 3,868,990 | |
Accumulated distributions in excess of net income | | | (1,493,353 | ) | | | (1,378,341 | ) |
Deferred compensation obligation | | | 13,934 | | | | 14,318 | |
Accumulated other comprehensive income | | | (1,403 | ) | | | 25,646 | |
Less: Common shares in treasury at cost | | | (15,017 | ) | | | (14,638 | ) |
Non-controlling interests | | | 32,208 | | | | 38,085 | |
| | | | | | | | |
Total equity | | | 3,077,892 | | | | 3,134,687 | |
| | | | | | | | |
| | $ | 7,469,425 | | | $ | 7,768,090 | |
| | | | | | | | |
8
DDR Corp.
Financial Highlights
(A) | Base and percentage rental revenues for the year ended December 31, 2011, as compared to the prior year increased $10.4 million. This increase consisted of increased leasing activity at comparable portfolio properties, contributing $4.4 million, the acquisition of interests in six shopping centers, generating an additional $7.7 million in revenues offset by a net decrease in revenues from development and redevelopment assets of $1.7 million. Included in rental revenues for the years ended December 31, 2011 and 2010, is approximately $0.9 million and $2.5 million, respectively, of revenue resulting from the recognition of straight-line rents, including discontinued operations. |
(B) | Other revenues were comprised of the following (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Lease termination fees | | $ | 2.0 | | | $ | 3.4 | | | $ | 5.9 | | | $ | 7.5 | |
Financing fees | | | 0.1 | | | | 0.5 | | | | 0.4 | | | | 1.2 | |
Other miscellaneous | | | 0.1 | | | | 0.1 | | | | 0.6 | | | | 2.1 | |
| | | | | | | | | | | | | | | | |
| | $ | 2.2 | | | $ | 4.0 | | | $ | 6.9 | | | $ | 10.8 | |
| | | | | | | | | | | | | | | | |
(C) | Operating and maintenance expense, including discontinued operations, includes the following expenses (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Bad debt expense | | $ | 2.0 | | | $ | 3.2 | | | $ | 9.1 | | | $ | 13.4 | |
Ground rent expense(1) | | | 1.1 | | | | 1.2 | | | | 4.2 | | | | 4.9 | |
(1) | Includes non-cash expense of approximately $0.5 million for both of the three-month periods ended December 31, 2011 and 2010, and approximately $2.0 million for both of the years ended December 31, 2011 and 2010, related to straight-line ground rent expense. |
(D) | The Company recorded impairment charges during both the three-month periods and years ended December 31, 2011 and 2010, on the following (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Land held for development(1) | | $ | 14.0 | | | $ | — | | | $ | 54.2 | | | $ | 54.3 | |
Undeveloped land | | | 3.1 | | | | 25.6 | | | | 9.0 | | | | 30.5 | |
Assets marketed for sale | | | 28.5 | | | | — | | | | 38.6 | | | | — | |
| | | | | | | | | | | | | | | | |
Total continuing operations | | | 45.6 | | | | 25.6 | | | | 101.8 | | | | 84.8 | |
| | | | |
Sold assets or assets held for sale(2) | | | 0.5 | | | | 3.3 | | | | 24.0 | | | | 51.8 | |
Assets formerly occupied by Mervyns(3) | | | — | | | | — | | | | — | | | | 35.3 | |
| | | | | | | | | | | | | | | | |
Total discontinued operations | | | 0.5 | | | | 3.3 | | | | 24.0 | | | | 87.1 | |
| | | | | | | | | | | | | | | | |
Joint venture investments | | | 1.3 | | | | 0.2 | | | | 2.9 | | | | 0.2 | |
| | | | | | | | | | | | | | | | |
Total impairment charges | | $ | 47.4 | | | $ | 29.1 | | | $ | 128.7 | | | $ | 172.1 | |
| | | | | | | | | | | | | | | | |
9
DDR Corp.
Financial Highlights
(1) | The 2011 impairment charges were primarily related to land held for development in Russia and Canada. The asset impairments primarily were triggered by the execution of agreements for the sale or partial sale of the Company’s interest in these projects. The land held for development in Brampton, Canada was impaired in the third quarter of 2011 and sold in the fourth quarter of 2011. The 2010 impairment charges were related to land held for development in Russia. The Company’s proportionate share of the impairment charges was $50.4 million and $41.9 million after adjusting for the allocation of loss to the non-controlling interest in the consolidated joint venture that owns certain of the projects for the years ended December 31, 2011 and 2010, respectively. |
(2) | See summary of discontinued operations activity in note (L). |
(3) | The Company’s proportionate share of these impairments was $16.5 million after adjusting for the allocation of loss to the non-controlling interest in this previously consolidated joint venture for the year ended December 31, 2010. These assets were deconsolidated in the third quarter of 2010 and all operating results, including the impairment charges, have been reclassified as discontinued operations. See note (L). |
(E) | General and administrative expenses include internal leasing salaries, legal salaries and related expenses associated with the re-leasing of space, which are charged to operations as incurred. For both the years ended December 31, 2011 and 2010, general and administrative expenses were approximately 5.2% of total revenues, including joint venture and managed property revenues. |
| During the year ended December 31, 2011, the Company recorded a charge of $12.4 million primarily related to the termination without cause of its Executive Chairman, the terms of which were pursuant to his amended and restated employment agreement. During the year ended December 31, 2010, the Company incurred $5.3 million in employee separation charges. Excluding these separation charges, general and administrative expenses were 4.4% and 4.9% of total revenues for the years ended December 31, 2011 and 2010, respectively. |
(F) | The Company recorded the following in connection with its outstanding convertible debt (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Non-cash interest expense related to amortization of the debt discount | | $ | 3.4 | | | $ | 3.0 | | | $ | 14.9 | | | $ | 8.2 | |
Non-cash adjustment to (loss) gain on repurchase | | | — | | | | 0.1 | | | | 0.1 | | | | 4.9 | |
(G) | Represents the non-cash impact of the valuation adjustments for the equity derivative instruments (warrants) issued as part of the share purchase transaction with the Otto Family completed in 2009. The warrants were exercised in full for cash in March 2011 and the related equity derivative liability was reclassified into paid-in-capital at the date of exercise. |
10
DDR Corp.
Financial Highlights
(H) | Other income (expenses) were comprised of the following (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Litigation-related expenses | | $ | (0.3 | ) | | $ | (1.0 | ) | | $ | (2.3 | ) | | $ | (14.6 | ) |
Loss on sale of mezzanine note receivable | | | — | | | | — | | | | (5.0 | ) | | | — | |
Debt extinguishment costs, net | | | (0.9 | ) | | | (0.5 | ) | | | (0.7 | ) | | | (3.7 | ) |
Lease liability obligation and related settlement gain | | | — | | | | (3.3 | ) | | | 2.6 | | | | (3.3 | ) |
Abandoned projects and other (expenses) income | | | 1.0 | | | | (1.1 | ) | | | 0.4 | | | | (2.6 | ) |
| | | | | | | | | | | | | | | | |
| | $ | (0.2 | ) | | $ | (5.9 | ) | | $ | (5.0 | ) | | $ | (24.2 | ) |
| | | | | | | | | | | | | | | | |
(I) | At December 31, 2011 and 2010, the Company had an investment in joint ventures, excluding consolidated joint ventures, in 177 and 189 shopping center properties, respectively. See pages 13-15 of this release for a summary of the combined condensed operating results and select balance sheet data of the Company’s unconsolidated joint ventures. |
(J) | During the year ended December 31, 2011, the Company acquired its partners’ 50% interest in two shopping centers. The Company accounted for both of these transactions as step acquisitions. In December 2011, the Company sold its 10% interest in an unconsolidated joint venture, which owned three shopping centers, to its partner. In December 2011, the Company also sold its 50% interest in an unconsolidated joint venture, which owned a development project in Oconomowoc, Wisconsin, to its partner. Due to the changes in control that occurred, the Company recorded an aggregate net gain associated with these transactions related to the difference between the Company’s carrying value and fair value of the previously held equity interest. |
(K) | In the fourth quarter of 2010, the Company incurred a non-cash income tax expense of $49.9 million recognized due to the establishment of a reserve against certain deferred tax assets within its taxable REIT subsidiary (“TRS”). Based upon the continued loss activity recognized by the TRS, including a 2010 fourth quarter impairment and lease liability charge of $22.3 million associated with an abandoned development project, it was determined that it was more likely than not that the deferred tax assets would not be usable, thus requiring a reserve. |
11
DDR Corp.
Financial Highlights
(L) | The operating results related to assets classified as discontinued operations are summarized as follows (in thousands): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues from operations | | $ | 3,398 | | | $ | 10,910 | | | $ | 27,798 | | | $ | 52,027 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | 1,473 | | | | 3,164 | | | | 10,174 | | | | 22,112 | |
Impairment charges | | | 461 | | | | 3,300 | | | | 24,029 | | | | 87,045 | |
Interest, net | | | 636 | | | | 2,771 | | | | 7,500 | | | | 20,989 | |
Debt extinguishment costs, net | | | 7,698 | | | | — | | | | 7,191 | | | | 409 | |
Depreciation and amortization | | | 657 | | | | 3,477 | | | | 7,677 | | | | 17,457 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 10,925 | | | | 12,712 | | | | 56,571 | | | | 148,012 | |
| | | | | | | | | | | | | | | | |
Loss before disposition of real estate | | | (7,527 | ) | | | (1,802 | ) | | | (28,773 | ) | | | (95,985 | ) |
Gain on deconsolidation of interests | | | — | | | | — | | | | 4,716 | | | | 5,221 | |
Gain on disposition of real estate, net | | | 55,639 | | | | 8,377 | | | | 40,163 | | | | 5,775 | |
| | | | | | | | | | | | | | | | |
Net gain (loss) | | $ | 48,112 | | | $ | 6,575 | | | $ | 16,106 | | | $ | (84,989 | ) |
| | | | | | | | | | | | | | | | |
(M) | In April 2011, the Company redeemed all of its 8.0% Class G cumulative redeemable preferred shares. The Company recorded a non-cash charge of approximately $6.4 million to net loss available to common shareholders in the second quarter of 2011 related to the write-off of the original issuance costs. |
(N) | For purposes of computing FFO and operating FFO per share, the following share information was used (in millions): |
| | | | | | | | |
| | At December 31, | |
| | 2011 | | | 2010 | |
Common shares outstanding | | | 276.9 | | | | 256.2 | |
OP Units outstanding (“OP Units”) | | | 0.4 | | | | 0.4 | |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Weighted average common shares outstanding | | | 277.0 | | | | 256.2 | | | | 272.1 | | | | 246.6 | |
| | | | | | | | | | | | | | | | |
Assumed conversion of OP Units | | | 0.4 | | | | 0.4 | | | | 0.4 | | | | 0.4 | |
| | | | | | | | | | | | | | | | |
FFO Weighted average common shares and OP Units – Basic | | | 277.4 | | | | 256.6 | | | | 272.5 | | | | 247.0 | |
| | | | | | | | | | | | | | | | |
FFO Weighted average common shares and OP Units – Diluted for FFO Loss | | | N/A | | | | 256.6 | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | |
Assumed conversion of dilutive securities | | | 0.7 | | | | 8.2 | | | | 1.9 | | | | 7.4 | |
| | | | | | | | | | | | | | | | |
FFO Weighted average common shares and OP Units – Diluted for FFO Income | | | 278.1 | | | | N/A | | | | 274.4 | | | | 254.4 | |
| | | | | | | | | | | | | | | | |
Operating FFO Weighted average common shares and OP Units – Diluted | | | 278.1 | | | | 264.8 | | | | 274.4 | | | | 254.4 | |
| | | | | | | | | | | | | | | | |
12
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(In thousands)
Combined condensed income statements
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues from operations(A) | | $ | 177,286 | | | $ | 167,066 | | | $ | 697,103 | | | $ | 649,225 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | 56,960 | | | | 59,125 | | | | 235,370 | | | | 247,408 | |
Impairment charges(B) | | | 209,421 | | | | — | | | | 213,296 | | | | 65 | |
Depreciation and amortization of real estate investments | | | 44,872 | | | | 46,384 | | | | 182,545 | | | | 182,667 | |
Interest expense | | | 57,755 | | | | 57,911 | | | | 227,597 | | | | 226,304 | |
| | | | | | | | | | | | | | | | |
| | | 369,008 | | | | 163,420 | | | | 858,808 | | | | 656,444 | |
| | | | | | | | | | | | | | | | |
(Loss) income before other items | | | (191,722 | ) | | | 3,646 | | | | (161,705 | ) | | | (7,219 | ) |
Income tax expense | | | (11,887 | ) | | | (6,502 | ) | | | (38,850 | ) | | | (20,449 | ) |
Other income | | | — | | | | 10,591 | | | | — | | | | 10,591 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (203,609 | ) | | | 7,735 | | | | (200,555 | ) | | | (17,077 | ) |
Discontinued operations: | | | | | | | | | | | | | | | | |
Income (loss) from operations(C) | | | 807 | | | | (1,026 | ) | | | (57,947 | ) | | | (20,247 | ) |
Gain on debt forgiveness(D) | | | — | | | | — | | | | 2,976 | | | | — | |
(Loss) gain on disposition(E) | | | (2,595 | ) | | | (1,371 | ) | | | 18,705 | | | | (26,674 | ) |
| | | | | | | | | | | | | | | | |
(Loss) income before gain on disposition of assets | | | (205,397 | ) | | | 5,338 | | | | (236,821 | ) | | | (63,998 | ) |
Gain on disposition of assets | | | 1,751 | | | | — | | | | 1,733 | | | | 17 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | | (203,646 | ) | | | 5,338 | | | | (235,088 | ) | | | (63,981 | ) |
Non-controlling interests | | | (4,568 | ) | | | (204 | ) | | | (16,132 | ) | | | (458 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income attributable to unconsolidated joint ventures | | $ | (208,214 | ) | | $ | 5,134 | | | $ | (251,220 | ) | | $ | (64,439 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income at DDR’s ownership interests(F) | | $ | (27,219 | ) | | $ | 10,676 | | | $ | (12,979 | ) | | $ | 6,319 | |
| | | | | | | | | | | | | | | | |
FFO at DDR’s ownership interests(G) | | $ | 14,234 | | | $ | 17,345 | | | $ | 57,604 | | | $ | 54,737 | |
| | | | | | | | | | | | | | | | |
Combined condensed balance sheets
| | | | | | | | |
| | December 31, 2011 | | | December 31, 2010 | |
Land | | $ | 1,400,469 | | | $ | 1,566,682 | |
Buildings | | | 4,334,097 | | | | 4,783,841 | |
Fixtures and tenant improvements | | | 189,940 | | | | 154,292 | |
| | | | | | | | |
| | | 5,924,506 | | | | 6,504,815 | |
Less: Accumulated depreciation | | | (808,352 | ) | | | (726,291 | ) |
| | | | | | | | |
| | | 5,116,154 | | | | 5,778,524 | |
Land held for development and construction in progress(H) | | | 239,036 | | | | 174,237 | |
| | | | | | | | |
Real estate, net | | | 5,355,190 | | | | 5,952,761 | |
Cash and restricted cash | | | 308,008 | | | | 122,439 | |
Receivables, including straight-line rent, net | | | 108,038 | | | | 111,569 | |
Leasehold interests | | | 9,136 | | | | 10,296 | |
Other assets, net | | | 168,115 | | | | 181,387 | |
| | | | | | | | |
| | $ | 5,948,487 | | | $ | 6,378,452 | |
| | | | | | | | |
Mortgage debt(I) | | $ | 3,742,241 | | | $ | 3,940,597 | |
Notes and accrued interest payable to DDR | | | 100,470 | | | | 87,282 | |
Other liabilities | | | 214,370 | | | | 186,333 | |
| | | | | | | | |
| | | 4,057,081 | | | | 4,214,212 | |
Accumulated equity | | | 1,891,406 | | | | 2,164,240 | |
| | | | | | | | |
| | $ | 5,948,487 | | | $ | 6,378,452 | |
| | | | | | | | |
13
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(A) | Revenues for the three-month periods and years ended include the following (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Straight-line rents | | $ | 1.0 | | | $ | 1.0 | | | $ | 4.6 | | | $ | 3.9 | |
DDR’s proportionate share | | | — | | | | 0.2 | | | | 0.9 | | | | 0.6 | |
(B) | For the three-month period and year ended December 31, 2011, impairment charges were recorded primarily on assets that are in the process of being recapitalized of which the Company’s proportionate share of the charges was approximately $6.7 million and $7.1 million, respectively. |
(C) | For the year ended December 31, 2011, impairment charges associated with depreciable asset sales aggregating $59.2 million were reclassified to discontinued operations of which the Company’s proportionate share was approximately $5.8 million. For the three-month period and year ended December 31, 2010, impairment charges associated with depreciable asset sales aggregating $1.3 million and $21.0 million, respectively, were reclassified to discontinued operations of which the Company’s proportionate share was zero for the three-month period and approximately $0.7 million for the year. |
(D) | Gain on debt forgiveness is related to one property owned by an unconsolidated joint venture that was transferred to the lender pursuant to a consensual foreclosure proceeding. The operations of the asset have been reclassified as discontinued operations in the combined condensed income statements for all periods presented. |
(E) | Reflects the sale of seven properties by four separate unconsolidated joint ventures in 2011. The Company’s proportionate share of the aggregate net gain for the assets sold for the year ended December 31, 2011 was approximately $10.2 million. |
(F) | Adjustments to the Company’s share of joint venture equity in net income or loss primarily is related to basis differences impacting amortization and depreciation, impairment charges and (loss) gain on dispositions as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Income (loss) | | $ | 25.0 | | | $ | (1.2 | ) | | $ | 26.7 | | | $ | (0.7 | ) |
14
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(G) | FFO from unconsolidated joint ventures are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Net (loss) income attributable to unconsolidated joint ventures | | $ | (208.2 | ) | | $ | 5.1 | | | $ | (251.2 | ) | | $ | (64.4 | ) |
Loss (gain) on sale of depreciable real estate | | | 2.6 | | | | 1.4 | | | | (18.7 | ) | | | 26.7 | |
Impairment of depreciable real estate assets | | | 209.4 | | | | 1.3 | | | | 272.5 | | | | 21.0 | |
Depreciation and amortization of real estate investments | | | 44.2 | | | | 48.5 | | | | 182.7 | | | | 198.3 | |
| | | | | | | | | | | | | | | | |
FFO | | $ | 48.0 | | | $ | 56.3 | | | $ | 185.3 | | | $ | 181.6 | |
| | | | | | | | | | | | | | | | |
FFO at DDR ownership interests | | $ | 14.2 | | | $ | 17.3 | | | $ | 57.6 | | | $ | 54.7 | |
| | | | | | | | | | | | | | | | |
Operating FFO at DDR’s ownership interests(1) | | $ | 13.7 | | | $ | 15.4 | | | $ | 56.4 | | | $ | 54.1 | |
| | | | | | | | | | | | | | | | |
DDR joint venture distributions received, net(2) | | $ | 6.1 | | | $ | 24.5 | | | $ | 63.2 | | | $ | 53.8 | |
| | | | | | | | | | | | | | | | |
(1) | Excluded from operating FFO is the Company’s pro rata share of net charges included in equity in net income of joint ventures primarily related to impairment charges on non-depreciable real estate assets, gain on debt forgiveness and losses on the disposition of non-depreciable real estate assets as disclosed on page 2 of this press release. |
(2) | Includes loan repayments in 2011 of $22.4 million from the Company’s unconsolidated joint venture, which has assets located in Brazil. |
(H) | The Company’s proportionate share of joint venture land held for development and construction in progress aggregated approximately $75.9 million and $71.7 million at December 31, 2011 and December 31, 2010, respectively. |
(I) | The Company’s proportionate share of joint venture debt aggregated approximately $772.9 million and $833.8 million at December 31, 2011 and December 31, 2010, respectively. The $772.9 million includes approximately $48.1 million of non-recourse debt associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income, loss or FFO. |
15
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
FINANCIAL HIGHLIGHTS
(In Millions Except Per Share Information)
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2011 | | | 2010 | | | 2009 | |
FUNDS FROM OPERATIONS: | | | | | | | | | | | | |
Net Loss Applicable to Common Shareholders | | $ | (53.8 | ) | | $ | (251.6 | ) | | $ | (398.9 | ) |
Depreciation and Amortization of Real Estate Investments | | | 221.2 | | | | 217.2 | | | | 224.2 | |
Equity in Net (Income) Loss of Joint Ventures | | | (13.7 | ) | | | (5.6 | ) | | | 9.3 | |
Impairment of Depreciable Joint Venture Investments | | | 1.3 | | | | 0.2 | | | | 95.1 | |
Joint Venture Funds From Operations | | | 57.6 | | | | 54.7 | | | | 59.1 | |
Non-Controlling Interests (OP Units) | | | 0.1 | | | | — | | | | 0.2 | |
Impairment of Depreciable Real Estate Assets, Net of Non-Controlling Interests | | | 62.7 | | | | 68.2 | | | | 119.1 | |
(Gain) Loss on Disposition of Depreciable Real Estate, net | | | (47.8 | ) | | | (6.8 | ) | | | 20.6 | |
| | | | | | | | | | | | |
FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS | | | 227.6 | | | | 76.3 | | | | 128.7 | |
Write-off of Original Preferred Share Issuance Costs | | | 6.4 | | | | — | | | | — | |
Preferred Dividends | | | 31.6 | | | | 42.3 | | | | 42.3 | |
| | | | | | | | | | | | |
FUNDS FROM OPERATIONS (1) | | $ | 265.6 | | | $ | 118.6 | | | $ | 171.0 | |
| | | | | | | | | | | | |
| | | |
Net non-operating items excluded from FFO(2) | | | 39.5 | | | | 188.0 | | | | 169.5 | |
| | | | | | | | | | | | |
OPERATING FFO AVAILABLE TO COMMON SHAREHOLDERS | | $ | 267.1 | | | $ | 264.3 | | | $ | 298.2 | |
| | | | | | | | | | | | |
| | | |
PER SHARE INFORMATION: | | | | | | | | | | | | |
Funds From Operations—Diluted | | $ | 0.75 | | | $ | 0.30 | | | $ | 0.79 | |
Operating FFO—Diluted | | $ | 0.97 | | | $ | 1.04 | | | $ | 1.83 | |
Net Loss—Diluted | | $ | (0.28 | ) | | $ | (1.03 | ) | | $ | (2.51 | ) |
Dividends | | $ | 0.22 | | | $ | 0.08 | | | $ | 0.44 | |
| | | |
COMMON SHARES & OP UNITS: | | | | | | | | | | | | |
Outstanding | | | 277.3 | | | | 256.6 | | | | 202.0 | |
Weighted average—Diluted (FFO) | | | 274.4 | | | | 254.4 | | | | 163.2 | |
Weighted average—Diluted (Operating FFO) | | | 274.4 | | | | 254.4 | | | | 163.2 | |
| | | |
GEN. & ADMIN. EXPENSES (3) | | $ | 85.2 | | | $ | 85.6 | | | $ | 94.4 | |
| | | |
REVENUES: | | | | | | | | | | | | |
DDR Revenues | | $ | 798.8 | | | $ | 815.1 | | | $ | 843.3 | |
Joint Venture & Managed Revenues | | | 854.9 | | | | 840.6 | | | | 902.0 | |
| | | | | | | | | | | | |
TOTAL REVENUES (4) | | $ | 1,653.7 | | | $ | 1,655.7 | | | $ | 1,745.3 | |
| | | | | | | | | | | | |
| | | |
GEN. & ADMIN. EXPENSES AS A PERCENTAGE OF TOTAL REVENUES (3) | | | 5.2 | % | | | 5.2 | % | | | 5.4 | % |
| | | |
NET OPERATING INCOME: | | | | | | | | | | | | |
DDR Net Operating Income | | $ | 552.9 | | | $ | 560.9 | | | $ | 581.6 | |
Joint Venture Net Operating Income (at 100%) | | | 468.4 | | | | 428.1 | | | | 532.3 | |
| | | | | | | | | | | | |
TOTAL NET OPERATING INCOME (4) | | $ | 1,021.3 | | | $ | 989.0 | | | $ | 1,113.9 | |
| | | | | | | | | | | | |
| | | |
REAL ESTATE AT COST: | | | | | | | | | | | | |
DDR Real Estate at Cost | | $ | 8,270.1 | | | $ | 8,411.2 | | | $ | 8,823.7 | |
Joint Venture Real Estate at Cost (at 100%) | | | 6,163.5 | | | | 6,679.1 | | | | 7,266.8 | |
| | | | | | | | | | | | |
TOTAL REAL ESTATE AT COST | | $ | 14,433.6 | | | $ | 15,090.3 | | | $ | 16,090.5 | |
| | | | | | | | | | | | |
(1) | Amounts adjusted to reflect the clarification of the NAREIT definition. |
(2) | See Reconciliation of Non-GAAP Financial Measures for detail of net non-operating items. |
(3) | The 2011 results include executive separation charges of $12.4 million. Excluding this charge, general and administrative expenses were approximately 4.4% of total revenues for the year ended December 31, 2011. The 2010 results also include an employee separation charge of $5.3 million. Excluding this charge, general and administrative expenses were approximately 4.9% of total revenues for the year ended December 31, 2010. The 2009 results include $15.4 million related to a non-cash change in control charge. Excluding this charge, general and administrative expenses were approximately 4.5% of total revenues. |
(4) | Includes activities from discontinued operations. |
16
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Financial Ratios and Ratings
(In Millions, Except Ratios)
| | | | |
| | Covenant Threshold | | Actual Covenants Year Ended December 31, 2011 |
PUBLIC DEBT COVENANTS: | | | | |
| | |
Total Debt to Real Estate Assets Ratio | | not to exceed 65% | | 48% |
| | |
Secured Debt to Assets Ratio | | not to exceed 40% | | 21% |
| | |
Value of Unencumbered Assets to Unsecured Debt | | at least 135% | | 226% |
| | |
Fixed Charge Coverage Ratio | | at least 1.5x | | 1.8x |
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2011 | | | 2010 | | | 2009 | |
DIVIDEND PAYOUT RATIO: | | | | | | | | | | | | |
| | | |
Common Share Dividends and Operating Partnership Interests | | $ | 60.6 | | | $ | 20.2 | | | $ | 64.7 | (1) |
Operating FFO Available to Common Shareholders | | $ | 267.1 | | | $ | 264.3 | | | $ | 298.2 | |
| | | | | | | | | | | | |
| | | 22.7% | | | | 7.7% | | | | 21.7% | (1) |
| | | | |
| | Debt Rating | | Outlook |
CREDIT RATINGS: | | | | |
| | |
Moody’s | | Baa3 | | Stable |
Fitch | | BB+ | | Stable |
S&P | | BB+ | | Stable |
(1) | Includes the issuance of common shares with an aggregate value of $50.8 million resulting in a cash payout ratio of 3.1% in 2009. |
17
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Total Market Capitalization as of December 31, 2011
(In Millions)
| | | | | | | | | | | | | | | | |
| | December 31, 2011 | | | December 31, 2010 | |
| | Amount | | | Percentage of Total | | | Amount | | | Percentage of Total | |
Common Shares Equity | | $ | 3,375.3 | | | | 43% | | | $ | 3,614.9 | | | | 42% | |
Perpetual Preferred Stock | | | 375.0 | | | | 5% | | | | 555.0 | | | | 7% | |
Fixed-Rate Senior Convertible Notes | | | 529.5 | | | | 7% | | | | 637.6 | | | | 7% | |
Fixed-Rate Unsecured Debt | | | 1,653.2 | | | | 21% | | | | 1,464.0 | | | | 17% | |
Fixed-Rate Mortgage Debt | | | 1,218.1 | | | | 15% | | | | 1,234.5 | | | | 14% | |
Variable-Rate Mortgage Debt | | | 91.0 | | | | 1% | | | | 144.0 | | | | 2% | |
Variable-Rate Revolving Credit and Term Debt | | | 442.4 | | | | 6% | | | | 729.9 | | | | 9% | |
Fixed-Rate Revolving Credit and Term Debt | | | 200.0 | | | | 2% | | | | 150.0 | | | | 2% | |
| | | | | | | | | | | | | | | | |
Total | | $ | 7,884.5 | | | | 100% | | | $ | 8,529.9 | | | | 100% | |
| | | | | | | | | | | | | | | | |
| | |
Debt to Market Capitalization | | | 52.4% | | | | 51.1% | |
- | Market value ($12.17 per share as of December 31, 2011 and $14.09 per share as of December 31, 2010) includes common shares outstanding (276.9 million as of December 31, 2011 and 256.2 million as of December 31, 2010) and operating partnership units equivalent to approximately 0.4 million of the Company’s common shares in each year. |
- | Debt outstanding excludes the fair market value adjustment associated with assumed debt and the accretion adjustments of $29.6 million and $58.0 million recorded at December 31, 2011 and December 31, 2010, respectively. The accretion adjustment relates to the outstanding convertible notes and is required by accounting standards due to the initial value of the equity conversion feature. |
- | Consolidated debt includes 100% of consolidated joint venture debt of which the joint venture partners’ share is $21.7 million and $22.1 million at December 31, 2011 and December 31, 2010, respectively. |
- | Does not include proportionate share of unconsolidated joint venture debt aggregating $772.9 million and $833.8 million at December 31, 2011 and December 31, 2010, respectively. |
18
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
| | | | | | | | |
| | Quarter ended | | | Quarter ended | |
(In Millions) | | December 31, 2011 | | | December 31, 2010 | |
Debt to EBITDA—consolidated | | | | | | | | |
EBITDA: | | | | | | | | |
Net income (loss) attributable to DDR | | $ | 5.2 | | | $ | (84.2 | ) |
Adjustments: | | | | | | | | |
Impairment charges | | | 45.7 | | | | 25.6 | |
Executive separation and related compensation and benefit charges | | | 1.4 | | | | 3.2 | |
Depreciation and amortization | | | 59.7 | | | | 54.2 | |
Depreciation attributable to non-controlling interests | | | (0.1 | ) | | | — | |
Interest expense | | | 57.7 | | | | 57.1 | |
Interest expense attributable to non-controlling interests | | | (0.2 | ) | | | (0.1 | ) |
Gain on change in control of interests and sale of interests | | | (2.5 | ) | | | — | |
Loss on equity derivative instruments | | | — | | | | 25.5 | |
Other expenses, net | | | 0.1 | | | | 5.9 | |
Other expenses attributable to non-controlling interests | | | (0.1 | ) | | | — | |
Equity in net loss (income) of joint ventures | | | 2.2 | | | | (9.4 | ) |
Impairment of joint venture investments | | | 1.3 | | | | 0.2 | |
Gain on debt retirement, net | | | — | | | | (0.2 | ) |
Income tax expense | | | — | | | | 49.5 | |
EBITDA adjustments from discontinued operations (1) | | | (46.2 | ) | | | 1.3 | |
Loss (gain) on disposition of real estate, net | | | 1.4 | | | | (1.3 | ) |
| | | | | | | | |
EBITDA before JVs | | $ | 125.6 | | | $ | 127.3 | |
Pro rata share of JV FFO | | | 14.2 | | | | 17.3 | |
Pro rata share of JV gain on disposition of assets and other | | | (0.5 | ) | | | (1.6 | ) |
| | | | | | | | |
| | |
EBITDA Consolidated | | $ | 139.3 | | | $ | 143.0 | |
EBITDA Consolidated—annualized | | $ | 557.2 | | | $ | 572.0 | |
| | |
Consolidated indebtedness | | $ | 4,104.6 | | | $ | 4,302.0 | |
Non-controlling interests’ share of consolidated debt | | | (21.7 | ) | | | (22.1 | ) |
Adjustment to reflect convertible debt at face value | | | 43.0 | | | | 58.0 | |
Adjustment to reflect assumed debt at face value | | | (13.4 | ) | | | — | |
| | | | | | | | |
Total consolidated indebtedness | | $ | 4,112.5 | | | $ | 4,337.9 | |
Cash and restricted cash, net of non-controlling interests | | | (65.5 | ) | | | (23.7 | ) |
| | | | | | | | |
Total consolidated indebtedness, net of cash | | $ | 4,047.0 | | | $ | 4,314.2 | |
| | |
| | | | | | | | |
Debt/EBITDA—consolidated | | | 7.26 | | | | 7.54 | |
| | | | | | | | |
|
Ratio reflects Company’s consolidated EBITDA and pro rata share of JV FFO. The JV FFO, which is net of interest expense, reflects the earnings available to the Company to service consolidated debt as the JV debt is generally non-recourse to the Company. | |
|
Debt to EBITDA—pro rata | |
| | |
EBITDA before JVs | | $ | 125.6 | | | $ | 127.3 | |
Pro rata share of JV EBITDA | | | 27.3 | | | | 30.4 | |
| | | | | | | | |
| | |
EBITDA including pro rata share of JVs | | $ | 152.9 | | | $ | 157.7 | |
EBITDA including pro rata share of JVs—annualized | | $ | 611.6 | | | $ | 630.8 | |
| | |
Total consolidated indebtedness, net of cash | | $ | 4,047.0 | | | $ | 4,314.2 | |
Pro rata share of JV debt (2) | | | 772.7 | | | | 833.8 | |
| | | | | | | | |
Total pro rata indebtedness | | $ | 4,819.7 | | | $ | 5,148.0 | |
Pro rata share of JV cash and restricted cash | | | (93.8 | ) | | | (32.6 | ) |
| | | | | | | | |
Pro rata indebtedness, net of cash | | $ | 4,725.9 | | | $ | 5,115.4 | |
| | |
| | | | | | | | |
Debt/EBITDA—pro rata | | | 7.73 | | | | 8.11 | |
| | | | | | | | |
|
Ratio includes Company’s pro rata share of JV EBITDA and the Company’s pro rata share of JV debt outstanding. | |
| | |
Notes: | | | | | | | | |
(1) Discontinued operations includes the following EBITDA adjustments: | | | | | | | | |
Impairment charges | | $ | 0.5 | | | $ | 3.3 | |
Interest expense, net | | | 0.6 | | | | 2.8 | |
Depreciation and amortization | | | 0.7 | | | | 3.5 | |
Gain on disposition of real estate, net | | | (55.6 | ) | | | (8.4 | ) |
Debt extinguishment costs | | | 7.7 | | | | — | |
Other | | | (0.1 | ) | | | 0.1 | |
| | | | | | | | |
| | $ | (46.2 | ) | | $ | 1.3 | |
| | | | | | | | |
|
(2) Includes $48.1 million and $47.7 million at December 31, 2011 and December 31, 2010, respectively, of debt representing the Company’s proportionate share of non-recourse debt associated with equity method joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. | |
19
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Significant Accounting Policies
Revenues
• | | Percentage and overage rents are recognized after the tenants’ reported sales have exceeded the applicable sales breakpoint. |
• | | Revenues associated with tenant reimbursements are recognized in the period in which the expenses are incurred based upon the provisions of tenants’ leases. |
• | | Lease termination fees are included in other revenue and recognized upon termination of a tenant’s lease, which generally coincides with the receipt of cash. |
• | | Consolidated base rental revenue includes income from ground leases of $21.1 million for the year ended December 31, 2011. |
General and Administrative Expenses
• | | General and administrative expenses include internal leasing salaries, legal salaries and related expenses associated with the leasing of space which are charged to operations as incurred. For the year ended December 31, 2011, the Company expensed $8.4 million in internal leasing costs. All internal and external costs associated with acquisitions are expensed as incurred. The Company does not capitalize any executive officer compensation. |
Deferred Financing Costs
• | | Costs incurred in obtaining long-term financing are included in deferred charges and are amortized over the terms of the related debt agreements; such amortization is reflected as interest expense in the consolidated statements of operations. |
Real Estate
• | | Real estate assets are stated at cost less accumulated depreciation, which, in the opinion of management, is not in excess of the individual property’s estimated undiscounted future cash flows, including estimated proceeds from disposition. |
• | | Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets as follows: |
| | | | |
| | Buildings | | 30 to 40 years |
| | Building Improvements | | 5 to 20 years |
| | Furniture/Fixtures and Tenant Improvements | | Useful lives, which approximate lease terms, where applicable |
20
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Significant Accounting Policies (Continued)
• | | Expenditures for maintenance and repairs are charged to operations as incurred. Renovations that improve or extend the life of the asset are capitalized. |
• | | Construction in progress includes shopping center developments and significant expansions and redevelopments. |
• | | The Company accounts for the acquisition of a partner’s interest in an unconsolidated joint venture in which a change in control of the asset has occurred at fair value. |
Capitalization
• | | The Company capitalizes interest on funds used for the construction or expansion of shopping centers and certain construction administration costs. Capitalization of interest and administration costs ceases when construction activities are completed and the property is available for occupancy by tenants or when activities are suspended. |
| | | | | | | | | | | | |
| | Year Ended December 31, | |
Capitalized Costs (In Millions) | | 2011 | | | 2010 | | | 2009 | |
Interest expense | | $ | 12.7 | | | $ | 12.2 | | | $ | 21.8 | |
Construction administration costs | | $ | 8.3 | | | $ | 8.8 | | | $ | 10.9 | |
• | | Interest expense and real estate taxes incurred during the construction period are capitalized and depreciated over the building life. |
• | | During the year ended December 31, 2011, the Company expensed $4.3 million in operating costs related to development projects that have been suspended. |
Gains on Sales of Real Estate
• | | Gains on sales of real estate generally related to the sale of outlots and land adjacent to existing shopping centers are recognized at closing when the earnings process is deemed to be complete. |
• | | Gains or losses on the sales of operating shopping centers are reflected as discontinued operations. |
21
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Other Real Estate Information
Total Capital Expenditures
• | | The Company incurred the following estimated leasing and maintenance capital expenditures including costs associated with anchor store re-tenanting. |
| | | | | | | | |
Capital Expenditures (In Millions) | | Consolidated Year Ended December 31, 2011 | | | Unconsolidated at Prorata Year Ended December 31, 2011 | |
Leasing | | $ | 35.9 | | | $ | 5.9 | |
Maintenance | | | 7.2 | | | | 0.9 | |
| | | | | | | | |
Total Capital Expenditures | | $ | 43.1 | | | $ | 6.8 | |
| | | | | | | | |
| | |
Per Square Foot of Owned GLA | | | | | | | | |
Leasing | | $ | 0.78 | | | $ | 0.86 | |
Maintenance | | | 0.16 | | | | 0.13 | |
| | | | | | | | |
Total Capital Expenditures | | $ | 0.95 | | | $ | .99 | |
| | | | | | | | |
Undeveloped Land
• | | Included in Land is undeveloped real estate, comprised primarily of outlots or expansion pads adjacent to the shopping centers owned by the Company. |
• | | At December 31, 2011, the Company estimated the value of its consolidated and proportionate share of joint venture undeveloped land adjacent to existing shopping centers to be approximately $35 million. |
Non-Income Producing Assets
• | | There are six consolidated shopping centers and the Company’s corporate headquarters, which total 0.7 million square feet with a land and building cost basis of approximately $100 million, considered non-incoming producing at December 31, 2011. |
22
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Reconciliation of Supplemental Non-GAAP Financial Measures
Same Store NOI
(In Millions)
Same Store Net Operating Income (NOI) represents shopping center assets owned for comparable periods (15 months for quarter comparison and 24 months for full year comparison). Same Store NOI excludes the following:
| - | Assets under development or redevelopment |
| - | Straight-line rental income and expense |
| - | Income related to lease terminations |
| - | Provisions for uncollectible amounts and/or recoveries thereof |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | | | | | Year Ended December 31, | | | | |
| | 2011 | | | 2010 | | | | | | 2011 | | | 2010 | | | | |
Total Same Store NOI | | | 211.7 | | | | 205.8 | | | | 2.9 | % | | | 842.1 | | | | 813.4 | | | | 3.5 | % |
Property NOI from other operating segments | | | 49.0 | | | | 38.9 | | | | | | | | 154.8 | | | | 119.2 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Combined NOI—DDR & Joint Ventures | | $ | 260.7 | | | $ | 244.7 | | | | | | | $ | 996.9 | | | $ | 932.6 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation to Income Statement
| | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Total Revenues—DDR | | $ | 194.5 | | | $ | 193.5 | | | $ | 771.0 | | | $ | 763.1 | |
Total Revenues—Combined Joint Ventures | | | 177.3 | | | | 167.1 | | | | 697.1 | | | | 649.2 | |
Operating and Maintenance—DDR | | | (31.0 | ) | | | (32.4 | ) | | | (135.7 | ) | | | (130.4 | ) |
Real Estate Taxes—DDR | | | (23.2 | ) | | | (24.4 | ) | | | (100.1 | ) | | | (101.9 | ) |
Operating and Maintenance and Real Estate Taxes | | | (56.9 | ) | | | (59.1 | ) | | | (235.4 | ) | | | (247.4 | ) |
- Combined Joint Ventures | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Combined NOI—DDR & Joint Ventures | | $ | 260.7 | | | $ | 244.7 | | | $ | 996.9 | | | $ | 932.6 | |
| | | | | | | | | | | | | | | | |
23
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Reconciliation of Supplemental Non-GAAP Financial Measures
(In Millions)
| | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, (As Adjusted) | | | Year Ended December 31, (As Adjusted) | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
FUNDS FROM OPERATIONS: | | | | | | | | | | | | | | | | |
Net Income (Loss) Applicable to Common Shareholders | | $ | (1.8 | ) | | $ | (94.8 | ) | | $ | (53.8 | ) | | $ | (251.6 | ) |
Depreciation and Amortization of Real Estate Investments | | | 58.1 | | | | 55.4 | | | | 221.2 | | | | 217.2 | |
Equity in Net Loss (Income) of Joint Ventures | | | 2.2 | | | | (9.4 | ) | | | (13.7 | ) | | | (5.6 | ) |
Impairment of Depreciable Joint Venture Investments | | | 1.3 | | | | 0.2 | | | | 1.3 | | | | 0.2 | |
Joint Venture Funds From Operations | | | 14.2 | | | | 17.3 | | | | 57.6 | | | | 54.7 | |
Non—Controlling Interests (OP Units) | | | — | | | | — | | | | 0.1 | | | | — | |
Impairment of Depreciable Real Estate Assets, Net of Non—Controlling Interests | | | 29.1 | | | | 3.3 | | | | 62.7 | | | | 68.2 | |
Gain on Disposition of Depreciable Real Estate, net | | | (55.7 | ) | | | (9.1 | ) | | | (47.8 | ) | | | (6.8 | ) |
| | | | | | | | | | | | | | | | |
FUNDS FROM OPERATIONS AVAILABLE TO COMMON | | | | | | | | | | | | | | | | |
SHAREHOLDERS | | $ | 47.4 | | | $ | (37.0 | ) | | $ | 227.6 | | | $ | 76.3 | |
| | | | | | | | | | | | | | | | |
| | | | |
Write-off of preferred share original issuance costs | | | — | | | | — | | | | 6.4 | | | | — | |
Preferred Dividends | | | 7.0 | | | | 10.6 | | | | 31.6 | | | | 42.3 | |
| | | | | | | | | | | | | | | | |
FUNDS FROM OPERATIONS (1) | | $ | 54.4 | | | $ | (26.4 | ) | | $ | 265.6 | | | $ | 118.6 | |
| | | | | | | | | | | | | | | | |
| | | | |
OPERATING FFO: | | | | | | | | | | | | | | | | |
Non-cash impairment charges—non-depreciable consolidated assets | | $ | 17.1 | | | $ | 25.6 | | | $ | 63.2 | | | $ | 84.8 | |
Executive separation and related compensation and benefit charges | | | 1.4 | | | | 3.5 | | | | 12.4 | | | | 5.6 | |
(Gain) loss on debt retirement, net | | | — | | | | (0.2 | ) | | | 0.1 | | | | (0.5 | ) |
Non-cash loss (gain) on equity derivative instruments (Otto Family warrants) | | | — | | | | 25.5 | | | | (21.9 | ) | | | 40.2 | |
Other (income) expense, net - litigation, net of tax, debt extinguishment | | | | | | | | | | | | | | | | |
(gain) costs, lease liability/obligation settlement, note receivable reserve and other expenses | | | 0.2 | | | | 6.0 | | | | 5.0 | | | | 22.0 | |
Equity in net income of joint ventures—gain on sale of land, gain on debt extinguishment and currency adjustments | | | (0.5 | ) | | | (1.9 | ) | | | (1.2 | ) | | | (0.6 | ) |
Impairment of joint venture investments on non—depreciable assets | | | — | | | | — | | | | 1.6 | | | | — | |
Non-cash gain (loss) on change in control and sale of interests, net | | | (2.5 | ) | | | — | | | | (25.2 | ) | | | 0.4 | |
Tax expense—deferred tax assets reserve | | | — | | | | 49.9 | | | | — | | | | 49.9 | |
Discontinued operations—loss on debt extinguishment | | | 7.7 | | | | — | | | | 6.8 | | | | — | |
Discontinued operations—FFO associated with Mervyns Joint Venture, net of non-controlling interest | | | — | | | | — | | | | — | | | | 4.4 | |
Discontinued operations—non-cash gain on deconsolidation of interests | | | — | | | | — | | | | (4.7 | ) | | | (5.6 | ) |
Loss (gain) on disposition of real estate (land), net | | | 1.4 | | | | (0.5 | ) | | | 0.9 | | | | (0.2 | ) |
Non-controlling interest—portion of impairment charges allocated to outside partners | | | (0.1 | ) | | | — | | | | (3.9 | ) | | | (12.4 | ) |
Write-off of original preferred share issuance costs | | | — | | | | — | | | | 6.4 | | | | — | |
| | | | | | | | | | | | | | | | |
TOTAL NON-OPERATING ITEMS | | $ | 24.7 | | | $ | 107.9 | | | $ | 39.5 | | | $ | 188.0 | |
FUNDS FROM OPERATIONS AVAILABLE TO COMMON | | | | | | | | | | | | | | | | |
SHAREHOLDERS | | | 47.4 | | | | (37.0 | ) | | | 227.6 | | | | 76.3 | |
| | | | | | | | | | | | | | | | |
OPERATING FFO AVAILABLE TO COMMON SHAREHOLDERS | | $ | 72.1 | | | $ | 70.9 | | | $ | 267.1 | | | $ | 264.3 | |
| | | | | | | | | | | | | | | | |
(1) | Amounts adjusted to reflect the clarification of the NAREIT definition as follows: |
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Impairment of Depreciable Joint Venture Investments | | $ | 1.3 | | | $ | 0.2 | | | $ | 1.3 | | | $ | 0.2 | |
Joint Venture Funds From Operations | | | 7.2 | | | | 2.1 | | | | 15.4 | | | | 7.2 | |
Impairment of Depreciable Real Estate Assets, net of non-controlling interests | | | 29.1 | | | | 3.3 | | | | 62.7 | | | | 68.2 | |
Loss on Disposition of Depreciable Real Estate Assets | | | 6.8 | | | | 1.3 | | | | 23.8 | | | | 12.0 | |
| | | | | | | | | | | | | | | | |
| | $ | 44.4 | | | $ | 6.9 | | | $ | 103.2 | | | $ | 87.6 | |
24
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Reconciliation of Supplemental Non-GAAP Financial Measures (Continued)
Additional Non-Cash Disclosures
(In Millions)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
(INCOME)/EXPENSE: | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Below Market Rent Revenue* | | $ | (0.4 | ) | | $ | — | | | $ | (3.2 | ) | | $ | (0.3 | ) |
Debt Premium Amortization Revenue* | | | (0.6 | ) | | | (0.6 | ) | | | (2.1 | ) | | | (2.9 | ) |
Convertible Debt Accretion Expense | | | 3.4 | | | | 3.0 | | | | 14.9 | | | | 8.2 | |
Straight-Line Rent Revenue | | | (0.7 | ) | | | (0.8 | ) | | | (0.9 | ) | | | (2.5 | ) |
Straight-Line Ground Rent Expense* | | | 0.5 | | | | 0.5 | | | | 2.0 | | | | 2.0 | |
Joint Venture Straight-Line Rent Revenue | | | (1.0 | ) | | | (1.0 | ) | | | (4.6 | ) | | | (3.9 | ) |
DDR’s Prorata Share of Straight-Line Rent Revenue | | | — | | | | (0.2 | ) | | | (0.9 | ) | | | (0.6 | ) |
* | Prorata share of joint venture is deminis |
25
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Reconciliation of Supplemental Non-GAAP Financial Measures(1)
Consolidated Transactional Income
(In Millions)
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Year Ended | | | |
| | December 31, | | | December 31, | | | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | | | |
Included in FFO: | | | | | | | | | | | | | | | | | | |
Gain (Loss) on Dispositions —Non-Depreciable Assets, Net of Tax | | $ | (1.4 | ) | | $ | 0.6 | | | $ | (0.5 | ) | | $ | 0.3 | | | |
| | | | | | | | | | | | | | | | | | |
Excluded from FFO: | | | | | | | | | | | | | | | | | | |
Gain (Loss) on Dispositions—Depreciable Assets, Net of Tax | | $ | — | | | $ | 0.7 | | | $ | 7.6 | | | $ | 1.0 | | | |
Gain (Loss) on Dispositions from Discontinued Operations | | | 55.7 | | | | 8.4 | | | | 40.2 | | | | 5.8 | | | |
| | | | | | | | | | | | | | | | | | |
| | $ | 55.7 | | | $ | 9.1 | | | $ | 47.8 | | | $ | 6.8 | | | FFO Reconciliation |
| | | | | | | | | | | | | | | | | | |
Reconciliation to Income Statement
| | | 00000 | | | | 00000 | | | | 00000 | | | | 00000 | | | 00000 |
Gain on Disposition of Real Estate, Net of Tax | | | | | | | | | | | | | | | | | | |
Gain (Loss) on Dispositions—Non-Depreciable Assets, Net of Tax | | $ | (1.4 | ) | | $ | 0.6 | | | $ | (0.5 | ) | | $ | 0.3 | | | |
Gain (Loss) on Dispositions—Depreciable Assets, Net of Tax | | | — | | | | 0.7 | | | | 7.6 | | | | 1.0 | | | |
| | | | | | | | | | | | | | | | | | |
| | $ | (1.4 | ) | | $ | 1.3 | | | $ | 7.1 | | | $ | 1.3 | | | Consolidated Income Statement |
| | | | | | | | | | | | | | | | | | |
Gain on Disposition of Real Estate From Discontinued Operations, Net | | | | | | | | | | | | | | | | | | |
Gain (Loss) on Dispositions from Discontinued Operations | | $ | 55.7 | | | $ | 8.4 | | | $ | 40.2 | | | $ | 5.8 | | | Footnote L to the Press Release |
| | | | | | | | | | | | | | | | | | |
Reconciliation of Supplemental Non-GAAP Financial Measures(1)
Joint Venture Transactional Income
(In Millions)
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Year Ended | | | |
| | December 31, | | | December 31, | | | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | | | |
Included in FFO: | | | | | | | | | | | | | | | | | | |
Gain (Loss) on Dispositions—Non-Depreciable Assets, Net | | $ | 1.7 | | | $ | — | | | $ | 1.7 | | | $ | — | | | Gain on Disposition of Assets |
| | | | | | | | | | | | | | | | | | |
DDR’s Proportionate Share | | $ | 0.4 | | | $ | — | | | $ | 0.4 | | | $ | — | | | |
| | | | | | | | | | | | | | | | | | |
Excluded from FFO: | | | | | | | | | | | | | | | | | | |
Gain (Loss) on Dispositions—Depreciable Assets, Net | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | |
Gain (Loss) on Dispositions from Discontinued Operations | | | (2.6 | ) | | | (1.4 | ) | | | 18.7 | | | | (26.7 | ) | | Loss on Disposition of |
| | | | | | | | | | | | | | | | | | |
| | $ | (2.6 | ) | | $ | (1.4 | ) | | $ | 18.7 | | | $ | (26.7 | ) | | Discontinued Operations |
| | | | | | | | | | | | | | | | | | |
DDR’s Proportionate Share | | $ | (0.3 | ) | | $ | 4.9 | | | $ | 10.2 | | | $ | 0.8 | | | |
| | | | | | | | | | | | | | | | | | |
(1) | Amounts adjusted to reflect the clarification of the NAREIT definition. |
26
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Joint Venture Investment Summary(1)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | All Values at 100% | |
| | | | | | | | | | (In Millions) | |
Legal Name | | Partner(s) | | DDR Ownership % | | | Number of Operating Properties | | | Gross Leasable Area | | | Total Annualized Rent | | | Gross Asset Book Value | | | Debt | |
Unconsolidated Joint Ventures | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
DDRTC Core Retail Fund, LLC | | An Affiliate of TIAA-CREF | | | 15% | | | | 41 | | | | 11.6 | | | $ | 131.5 | | | $ | 1,998.4 | | | $ | 1,182.6 | |
| | | | | | | |
DDR Domestic Retail Fund I | | Various Institutional Investors | | | 20% | | | | 60 | | | | 8.2 | | | | 87.6 | | | | 1,444.3 | | | | 932.1 | |
| | | | | | | |
Sonae Sierra Brasil BV Sarl | | Sonae Sierra, SGPS, SA | | | 33.3% | | | | 10 | | | | 3.8 | | | | 136.5 | | | | 766.6 | | | | 185.9 | |
| | | | | | | |
DDRA Community Centers Five, L.P. | | DRA Advisors | | | 50% | | | | 3 | | | | 1.3 | | | | 18.8 | | | | 183.5 | | | | 210.4 | |
| | | | | | | |
Coventry II Joint Ventures | | Coventry II Fund | | | 20% | | | | 5 | | | | 2.5 | | | | 26.8 | | | | 443.9 | | | | 299.4 | |
| | | | | | | |
RVIP Structures/ DPG Realty Holdings LLC | | Prudential RE Advisors/ Prudential Insurance | | | 10%-25.75% | | | | 3 | | | | 0.5 | | | | 10.5 | | | | 109.6 | | | | 74.7 | |
| | | | | | | |
DDR-SAU Retail Fund, LLC | | State of Utah | | | 20% | | | | 27 | | | | 2.4 | | | | 23.5 | | | | 305.9 | | | | 183.1 | |
| | | | | | | |
DDR Markaz II LLC | | Kuwait Financial Centre | | | 20% | | | | 13 | | | | 1.6 | | | | 15.5 | | | | 206.2 | | | | 150.5 | |
| | | | | | | |
Other Unconsolidated JV Interests | | Various | | | Various | | | | 15 | | | | 2.2 | | | | 16.4 | | | | 166.4 | | | | 109.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 177 | | | | 34.1 | | | $ | 467.1 | | | $ | 5,624.8 | | | $ | 3,328.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Unconsolidated Joint Ventures—No Economic Interests | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Coventry II Joint Ventures | | Coventry II Fund | | | 10%-20% | | | | 42 | (2) | | | 3.4 | | | | 30.0 | | | | 416.4 | | | | 327.6 | |
| | | | | | | |
Other Unconsolidated Interests | | Various | | | 0% | | | | 7 | (3) | | | 0.9 | | | | 10.0 | | | | 122.4 | | | | 86.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Unconsolidated Joint Ventures | | | | | | | 226 | | | | 38.4 | | | $ | 507.1 | | | $ | 6,163.6 | | | $ | 3,742.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | DDR’s investment in joint ventures may be recorded at different amounts than the proportionate equity on the joint ventures’ balance sheet. |
(2) | Includes one asset in which development was suspended. |
(3) | Assets are subject to the purchase and sale agreement with Blackstone Real Estate Partners VII which is expected to close in June 2012. |
27
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Joint Venture Combining Financial Statements
(In Millions)
Combining Condensed Balance Sheets
| | | $000,000,000.0 | | | | $000,000,000.0 | |
| | Total Unconsolidated JVs(1) | |
| | December 31, 2011 | | | December 31, 2010 | |
Land | | $ | 1,400.5 | | | $ | 1,566.7 | |
Buildings | | | 4,334.1 | | | | 4,783.8 | |
Fixtures and tenant improvements | | | 190.0 | | | | 154.3 | |
| | | | | | | | |
| | | 5,924.6 | | | | 6,504.8 | |
Less: Accumulated depreciation | | | (808.3 | ) | | | (726.3 | ) |
| | | | | | | | |
| | | 5,116.3 | | | | 5,778.5 | |
Land held for development and construction in progress | | | 239.0 | | | | 174.3 | |
| | | | | | | | |
Real estate, net | | | 5,355.3 | | | | 5,952.8 | |
Cash and restricted cash | | | 308.0 | | | | 122.4 | |
Receivables, including straight-line rent, net | | | 108.0 | | | | 111.6 | |
Leasehold interests | | | 9.1 | | | | 10.3 | |
Other assets, net | | | 168.1 | | | | 181.3 | |
| | | | | | | | |
| | $ | 5,948.5 | | | $ | 6,378.4 | |
| | | | | | | | |
| | |
Mortgage debt | | $ | 3,742.2 | (3) | | $ | 3,940.6 | (3) |
Notes and accrued interest payable to DDR | | | 100.5 | | | | 87.3 | |
Other liabilities | | | 214.4 | | | | 186.3 | |
| | | | | | | | |
| | | 4,057.1 | | | | 4,214.2 | |
Accumulated equity | | | 1,891.4 | | | | 2,164.2 | |
| | | | | | | | |
| | $ | 5,948.5 | | | $ | 6,378.4 | |
| | | | | | | | |
| | | $000,000,000. | | | | $000,000,000. | |
| | DDR’s Proportionate Share(1) | |
| | December 31, 2011 | | | December 31, 2010 | |
Land | | $ | 274.4 | | | $ | 320.0 | |
Buildings | | | 893.1 | | | | 1,047.0 | |
Fixtures and tenant improvements | | | 47.4 | | | | 44.8 | |
| | | | | | | | |
| | | 1,214.9 | | | | 1,411.8 | |
Less: Accumulated depreciation | | | (181.8 | ) | | | (184.3 | ) |
| | | | | | | | |
| | | 1,033.1 | | | | 1,227.5 | |
Land held for development and construction in progress | | | 75.9 | | | | 71.7 | |
| | | | | | | | |
Real estate, net | | | 1,109.0 | | | | 1,299.2 | |
| | | | | | | | |
Cash and restricted cash | | | 93.8 | | | | 39.0 | |
Receivables, including straight-line rent, net | | | 27.5 | | | | 33.1 | |
Leasehold interests | | | 1.8 | | | | 2.1 | |
Other assets, net | | | 40.5 | | | | 48.3 | |
Disproportionate share of equity | | | (18.4 | )(2) | | | (32.8 | )(2) |
| | | | | | | | |
| | $ | 1,254.2 | | | $ | 1,388.9 | |
| | | | | | | | |
| | |
Mortgage debt | | $ | 772.9 | (3) | | $ | 833.8 | (3) |
Notes and accrued interest payable to DDR | | | 12.0 | | | | 10.6 | |
Other liabilities | | | 49.9 | | | | 51.6 | |
| | | | | | | | |
| | | 834.8 | | | | 896.0 | |
Accumulated equity | | | 433.0 | | | | 525.7 | |
Disproportionate share of equity | | | (13.6 | )(2) | | | (32.8 | )(2) |
| | | | | | | | |
| | $ | 1,254.2 | | | $ | 1,388.9 | |
| | | | | | | | |
(1) | The financial statements of Sonae Sierra Brasil are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities. |
(2) | Adjustments represent the effect of promoted equity structures and minority interests. |
(3) | Includes approximately $300.3 million and $298.4 million of mortgage debt at December 31, 2011 and December 31, 2010, respectively, of which the Company’s prorata share of non-recourse mortgage debt is $48.1 million and $47.7 million, respectively, associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
28
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Joint Venture Combining Financial Statements
(In Millions)
Combining Condensed Statements of Operations
| | | | | | | | | | | | |
| | Total Unconsolidated JVs (1) | | | DDR’s Proportionate Share (1) | |
| | Year Ended December 31, 2011 | | | Three-Month Period Ended December 31, 2011 | | | Three-Month Period Ended December 31, 2011 | |
Revenues from operations | | $ | 697.1 | | | $ | 177.3 | | | $ | 40.0 | |
Rental operation expenses | | | (235.4 | ) | | | (56.9 | ) | | | (11.9 | ) |
Impairment charges | | | (213.3 | ) | | | (209.4 | ) | | | (31.8 | ) |
| | | | | | | | | | | | |
Net operating income | | | 248.4 | | | | (89.0 | ) | | | (3.7 | )(3) |
Depreciation and amortization expense | | | (182.5 | ) | | | (44.9 | ) | | | (8.3 | ) |
Interest expense | | | (227.6 | ) | | | (57.8 | ) | | | (10.4 | ) |
| | | | | | | | | | | | |
Loss before gain on sale of real estate | | | (161.7 | ) | | | (191.7 | ) | | | (22.4 | ) |
Income tax expense | | | (38.9 | ) | | | (11.9 | ) | | | (4.0 | ) |
Discontinued operations | | | (57.9 | ) | | | 0.8 | | | | 0.1 | |
Gain on debt foregiveness | | | 3.0 | | | | — | | | | — | |
Gain (loss) on disposition of discontinued operations | | | 18.7 | | | | (2.6 | ) | | | (0.3 | ) |
Gain (loss) on sale of real estate | | | 1.7 | | | | 1.8 | | | | 0.4 | |
Disproportionate share of income (loss) | | | — | | | | — | | | | (1.0 | )(2)(3) |
| | | | | | | | | | | | |
Net loss | | $ | (235.1 | ) | | $ | (203.6 | ) | | $ | (27.2 | ) |
Non-controlling interests | | | (16.1 | ) | | | (4.6 | ) | | | (1.5 | ) |
| | | | | | | | | | | | |
Net loss attributable to unconsolidated joint ventures | | $ | (251.2 | ) | | $ | (208.2 | ) | | $ | (28.7 | ) |
| | | |
DDR ownership interests | | | (13.0 | ) | | $ | (27.2 | ) | | $ | (27.2 | ) |
Amortization of basis differential | | | 26.7 | | | | 25.0 | | | | — | |
| | | | | | | | | | | | |
| | $ | 13.7 | | | $ | (2.2 | ) | | $ | (27.2 | ) |
| | | | | | | | | | | | |
Funds From Operations | | | | | | | | | | | | |
| | | |
Net loss attributable to unconsolidated joint ventures | | $ | (251.2 | ) | | $ | (208.2 | ) | | $ | (28.7 | ) |
Depreciation of real property | | | 182.7 | | | | 44.2 | | | | 8.0 | |
(Gain) loss on disposition of depreciable real estate | | | (18.7 | ) | | | 2.6 | | | | 0.3 | |
Impairments of depreciable real estate | | | 272.5 | | | | 209.4 | | | | 31.8 | |
Disproportionate share of income | | | — | | | | — | | | | 2.8 | (2) |
| | | | | | | | | | | | |
| | $ | 185.3 | | | $ | 48.0 | | | $ | 14.2 | |
| | | | | | | | | | | | |
| | | |
DDR ownership interests | | $ | 57.6 | | | $ | 14.2 | | | | | |
| | | | | | | | | | | | |
(1) | The financial statements of Sonae Sierra Brasil are translated into U.S. dollars using an average exchange rate for each period for revenues, expenses, gains and losses. |
(2) | Adjustments represent the effect of promoted equity structures and minority interests. |
(3) | DDR’s prorata share of NOI including discontinued operations and promoted equity structures and minority interests is $27.3 million for the three-month period ended December 31, 2011. |
29
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Summary of Property Acquisitions
($ In Millions, GLA in Thousands of SF)
| | $000,000,000 | | | $000,000,000 | | | $000,000,000 | | | $000,000,000 | | | | $000,000,000 | |
Acquisition Date | | Location | | Properties Acquired | | | Ownership Interest Acquired | | Aggregate Proportionate Purchase Price | | | Total GLA | |
Q1 2011 | | OH and MN | | | 2 | | | 50% | | $ | 39.9 | | | | 520.5 | (1) |
Q3 2011 | | CO and NC | | | 3 | | | 100% | | | 110.0 | | | | 463.7 | (2) |
Q4 2011 | | OH | | | 1 | | | 100% | | | 79.6 | | | | 721.3 | (3) |
| | | | | | | | | | | | | | | | |
Total Acquisitions | | | 6 | | | | | $ | 229.5 | | | | 1,705.5 | |
| | | | | | | | | | | | | | | | |
(1) | In conjunction with the acquisition of our partner’s ownership interest in one of the assets, the Company entered into a new $21 million, 11-year mortgage loan. |
(2) | In conjunction with the acquisition of three properties (two located in North Carolina and one located in Colorado), the Company assumed three mortgage loans with a face value of $67 million and a fair value of $71.4 million. |
(3) | In conjunction with the acquisition of one property, the Company assumed a mortgage loan with a face value of $45.2 million and a fair value of $51.4 million. |
30
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Summary of Property Dispositions
($ In Millions, GLA in Thousands of SF)
| | $000,000,000 | | $000,000,000 | | $000,000,000 | | | $000,000,000 | | | | $000,000,000 | | | | $000,000,000 | |
Disposition Date | | Location | | DDR’s Effective Ownership | | Joint Venture | | Total GLA | | | Gross Sales Price | | | Relinquished Debt | |
01/11 | | Augusta, GA | | 15% | | DDRTC Core | | | 22.6 | | | $ | 0.7 | | | $ | 0.8 | |
02/11 | | Austin, TX | | 26% | | Prudential | | | 282.8 | | | | 29.0 | | | | 21.0 | |
02/11 | | Wilmington, NC | | 100% | | — | | | 51.9 | | | | 3.5 | | | | — | |
02/11 | | Twinsburg, OH | | 100% | | — | | | 35.9 | | | | 1.8 | | | | — | |
04/11 | | Chili, NY | | 100% | | — | | | 120.0 | | | | 6.6 | | | | — | |
05/11 | | Two Bi Lo Locations | | 100% | | — | | | 105.9 | | | | 13.1 | | | | — | |
05/11 | | Orangeburg, SC | | 100% | | — | | | 50.8 | | | | 4.3 | | | | — | |
05/11 | | Eagan, MN | | 50% | | DRA | | | 277.0 | | | | 50.3 | | | | 35.6 | |
05/11 | | Cary, NC | | 100% | | — | | | 88.4 | | | | 10.1 | | | | — | |
05/11 | | Two Rite Aid Locations | | 100% | | — | | | 21.8 | | | | 5.1 | | | | — | |
06/11 | | Gaylord, MI | | 100% | | — | | | 188.2 | | | | 4.0 | | | | — | |
06/11 | | East Hanover, NJ | | 100% | | — | | | 70.8 | | | | 15.8 | | | | — | |
06/11 | | Garland, TX | | 100% | | — | | | 70.6 | | | | 0.6 | | | | — | |
07/11 | | San Antonio, TX | | 100% | | — | | | 88.9 | | | | 7.1 | | | | — | |
07/11 | | Richmond, KY | | 100% | | — | | | 134.7 | | | | 5.5 | | | | — | |
07/11 | | Griffin, GA | | 100% | | — | | | 64.8 | | | | 0.2 | | | | — | |
07/11 | | Columbus, OH | | 100% | | — | | | 356.5 | | | | 13.3 | | | | 10.5 | |
07/11 | | Spartanburg, SC | | 100% | | — | | | 10.9 | | | | 2.5 | | | | — | |
08/11 | | Daytona Beach, FL | | 100% | | — | | | 76.1 | | | | 7.8 | | | | — | |
08/11 | | Jacksonville, FL | | 100% | | — | | | 182.1 | | | | 0.8 | | | | — | |
08/11 | | Xenia, OH | | 100% | | — | | | 112.4 | | | | 4.0 | | | | — | |
08/11 | | Elyria, OH | | 100% | | — | | | 142.8 | | | | 0.8 | | | | — | |
09/11 | | Raleigh, NC | | 100% | | — | | | 75.9 | | | | 7.7 | | | | — | |
09/11 | | Tarpon Springs, FL | | 100% | | — | | | 84.2 | | | | 6.5 | | | | — | |
10/11 | | Erie, PA | | 100% | | — | | | 10.9 | | | | 2.0 | | | | — | |
10/11 | | Various Locations | | 20% | | DDR Domestic | | | 150.2 | | | | 15.1 | | | | — | |
10/11 | | Gulf Breeze, FL | | 100% | | — | | | 26.4 | | | | 4.3 | | | | — | |
10/11 | | Various Locations | | 100% | | — | | | 532.0 | | | | 6.3 | | | | — | |
10/11 | | Palm Harbor, FL | | 20% | | DDR Domestic | | | 77.6 | | | | 13.4 | | | | 5.0 | |
11/11 | | Oklahoma City, OK | | 100% | | — | | | 9.5 | | | | 1.9 | | | | — | |
11/11 | | Brainerd, MN | | 100% | | — | | | 260.6 | | | | 6.8 | | | | — | |
11/11 | | Port Huron, MI | | 100% | | — | | | 15.1 | | | | 4.0 | | | | — | |
11/11 | | Marietta, GA | | 100% | | — | | | 10.9 | | | | 1.6 | | | | — | |
11/11 | | Richardson, TX | | 100% | | — | | | 10.6 | | | | 1.7 | | | | — | |
12/11 | | Leawood, KS | | 100% | | — | | | 209.4 | | | | 139.0 | | | | 52.3 | |
12/11 | | Morrow, GA | | 15% | | DDRTC Core | | | 520.4 | | | | 22.8 | | | | — | |
12/11 | | Vero Beach, FL | | 100% | | — | | | 33.2 | | | | 4.3 | | | | — | |
12/11 | | Three Asset Portfolio | | 10% | | TRT | | | 678.4 | | | | 3.9 | (1) | | | — | |
Various | | Various | | 100% | | — | | | — | | | | 32.8 | | | | — | |
| | | | | | | | | | | | | | | | | | |
Total Dispositions | | | | | | | 5,261.2 | | | $ | 461.0 | | | $ | 125.2 | |
| | | | | | | | | | | | | | | | | | |
Total Dispositions - Q4 2011 | | | | | | | 2,545.2 | | | $ | 247.0 | | | $ | 57.3 | |
| | | | | | | | | | | | | | | | | | |
(1) | Represents the Company’s sale of its 10% equity interest in this joint venture to its partner. |
31
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Summary of Wholly-Owned and Consolidated Land Held for Development and Construction in Progress
($ In Millions, GLA in Thousands of SF)
| | | 000000000 | | | | 000000000 | | | | 000000000 | | | | 000000000 | | | | 000000000 | |
| | As of December 31, 2011 | | | 2011 Activity | |
| | | | | | | | | | | Net | | | Placed | |
| | | | | | | | | | | Expenditures | | | In Service | |
| | Land | | | CIP | | | Total | | | Year to Date (1) | | | Year to Date | |
Ground up Development Projects in Progress | | $ | 33.8 | | | $ | 33.7 | | | $ | 67.5 | | | $ | 1.3 | | | $ | 38.5 | |
Ground up Development Projects Primarily on Hold | | | 304.2 | | | | 147.1 | | | | 451.3 | | | | (20.8 | ) | | | — | |
Substantially Completed Projects Pending Lease up | | | 18.5 | | | | 5.7 | | | | 24.2 | | | | 5.3 | | | | 40.1 | |
Redevelopment Projects | | | — | | | | 33.8 | | | | 33.8 | | | | 29.1 | | | | 34.9 | |
Leasing Capital Expenditures | | | — | | | | 4.8 | | | | 4.8 | | | | 35.9 | | | | 47.3 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total | | $ | 356.5 | | | $ | 225.1 | | | $ | 581.6 | | | $ | 50.8 | | | $ | 160.8 | |
| | | | | | | | | | | | | | | | | | | | |
Summary of Significant Wholly-Owned and Consolidated Development Projects in Progress
| | 0000000 | | | 0000000 | | | | 0000000 | | | | 0000000 | | | | 0000000 | | | | 0000000 | | | 0000000 |
Location | | Project Name | | Total GLA | | | Owned GLA | | | Estimated Net Cost (1) | | | Cost Incurred To Date | | | Assets Placed in Service | | | Major Anchors Associated with Development Projects |
Boise (Nampa), ID | | Nampa Gateway Center | | | 830.9 | | | | 419.3 | | | $ | 126.7 | | | $ | 127.5 | | | $ | 101.2 | | | JC Penney, Macy’s, The Sports Authority,Idaho Athletic Club, Regal Cinemas |
| | | | | | | |
Austin (Kyle), TX (2) | | Kyle Marketplace | | | 805.6 | | | | 443.1 | | | | 77.3 | | | | 62.2 | | | | 21.0 | | | Target, Kohl’s |
| | | | | 1,636.5 | | | | 862.4 | | | $ | 204.0 | | | $ | 189.7 | | | $ | 122.2 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Total Land Held for Development and CIP for Ground up Development Projects in Progress at December 31, 2011: | | | $ | 67.5 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Summary of Significant Wholly-Owned and Consolidated Redevelopment Projects
| | | | | | | | | | | | | | | | | | | | | | | | |
Location | | Project Name | | Total GLA | | | Owned GLA | | | Estimated Net Cost (1) | | | Cost Incurred To Date | | | Assets Placed in Service | | | Major Anchors Associated with Redevelopment Projects |
Denver, CO | | Tamarac Square | | | 151.3 | | | | 11.5 | | | $ | 2.1 | | | $ | 3.4 | | | $ | — | | | Target |
Littleton, CO | | Aspen Grove | | | 46.7 | | | | 46.7 | | | | 13.6 | | | | 0.6 | | | | — | | | Alamo Drafthouse Cinema |
Miami (Plantation), FL | | The Fountains | | | 273.4 | | | | 273.4 | | | | 51.8 | | | | 49.2 | | | | 41.6 | | | Kohl’s, Dick’s Sporting Goods, Marshalls/HomeGoods, Total Wine |
Bayamon, PR | | Rexville Plaza | | | 43.8 | | | | 43.8 | | | | 7.4 | | | | 3.0 | | | | — | | | CVS, Marshalls |
Carolina, PR | | Plaza Escorial | | | 17.0 | | | | 17.0 | | | | 2.4 | | | | 2.3 | | | | 2.2 | | | PetSmart |
Hatillo, PR | | Plaza Del Norte | | | 88.5 | | | | 88.5 | | | | 8.5 | | | | 3.8 | | | | 1.9 | | | JC Penney |
Charleston, SC | | Ashley Crossing | | | 124.4 | | | | 124.4 | | | | 8.9 | | | | 4.8 | | | | 4.8 | | | Kohl’s, Marshalls |
San Antonio, TX(2) | | Terrell Plaza | | | 225.7 | | | | 90.8 | | | | 4.7 | | | | 3.3 | | | | — | | | Target |
Midvale, UT | | Family Center at Fort Union | | | 82.7 | | | | 78.7 | | | | 11.3 | | | | 1.9 | | | | 1.9 | | | Dick’s Sporting Goods |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 1,053.5 | | | | 774.8 | | | $ | 110.7 | | | $ | 72.3 | | | $ | 52.4 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
CIP for projects listed above: | | | | | | | | | | | | | | | | | | $ | 19.9 | | | |
CIP for other Redevelopment Projects: | | | | | | | | | | | | | | | | | | | 13.9 | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total amount included in CIP at December 31, 2011 for Redevelopment Projects: | | | | | | | | | | | $ | 33.8 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes receipts and expected future reductions from land sales and reimbursements. |
(2) | Consolidated 50% Joint Venture |
32
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Summary of Joint Venture Land Held for Development and Construction in Progress
($ In Millions, GLA in Thousands of SF)
| | | 000000000 | | | | 000000000 | | | | 000000000 | | | | 000000000 | | | | 000000000 | |
| | As of December 31, 2011 | | | 2011 Activity | |
| | Land | | | CIP | | | Total | | | Net Expenditures Year to Date (1) | | | Placed In Service Year to Date | |
Ground up Development Projects in Progress | | $ | 43.1 | | | $ | 165.6 | | | $ | 208.7 | | | $ | 115.0 | | | $ | — | |
Substantially Completed Projects Pending Lease up | | | 2.0 | | | | 19.2 | | | | 21.2 | | | | 5.0 | | | | 18.4 | |
Redevelopment Projects | | | — | | | | 5.1 | | | | 5.1 | | | | 32.5 | | | | 35.5 | |
Leasing Capital Expenditures | | | — | | | | 4.0 | | | | 4.0 | | | | 32.6 | | | | 34.8 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total | | $ | 45.1 | | | $ | 193.9 | | | $ | 239.0 | | | $ | 185.1 | | | $ | 88.7 | |
| | | | | | | | | | | | | | | | | | | | |
Summary of Significant Joint Venture Development Projects in Progress
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Location | | Project Name | | DDR’s Effective Ownership | | | Total GLA | | | Owned GLA | | | Estimated Net Cost (1) | | | Cost Incurred To Date | | | Assets Placed in Service | | | Major Anchors Associated with Development Projects |
Goiania, Brazil | | Passeio Das Aguas | | | 33.3 | % | | | 806.4 | | | | 806.4 | | | $ | 205.9 | | | $ | 36.8 | | | $ | — | | | Bretas, Cinemark, Magic Games |
| | | | | | | | |
Londrina, Brazil | | Boulevard Londrina | | | 28.2 | % | | | 518.2 | | | | 518.2 | | | | 155.2 | | | | 75.0 | | | | — | | | Walmart, Cinemark, Centuaro, Magazine Luiza, Kalunga, Luiggi Bertolli, Renner, Saraiva, Memove. PB Kids |
| | | | | | | | |
Uberlandia, Brazil | | Patio Uberlandia | | | 33.3 | % | | | 487.7 | | | | 487.7 | | | | 101.4 | | | | 96.9 | | | | — | | | Walmart, Cinemark, Centuaro, Leroy Merlin, Renner, Fast Shop, Kalunga, Livraria Leitura, Memove, B-Mart, Ponto Frio, Le Lis Blanc |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 1,812.3 | | | | 1,812.3 | | | $ | 462.5 | | | $ | 208.7 | | | $ | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Land Held for Development and CIP for Ground up Development Projects in Progress at December 31, 2011: | | | | | | | $ | 208.7 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Summary of Significant Joint Venture Redevelopment Projects
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Location | | Project Name | | DDR’s Effective Ownership | | | Total GLA | | | Owned GLA | | | Estimated Net Cost (1) | | | Cost Incurred To Date | | | Assets Placed in Service | | | Major Anchors Associated with Redevelopment Projects |
Sao Paulo, Brazil | | Campo Limpo Shopping Center | | | 6.7 | % | | | 28.1 | | | | 28.1 | | | $ | 3.6 | | | $ | 3.7 | | | $ | 3.7 | | | B- Mart, Parking & Games, Extra, MovieCom, Casas Bahia, C&A |
| | | | | | | | |
Sao Paulo, Brazil | | Metropole Shopping Center | | | 33.3 | % | | | 94.0 | | | | 94.0 | | | | 30.5 | | | | 30.9 | | | | 30.9 | | | Fast Shop, PlayArte, Outback, Lojas Americanas, Renner, C&A |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 94.0 | | | | 94.0 | | | $ | 34.1 | | | $ | 34.6 | | | $ | 34.6 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CIP for projects listed above: | | | | | | | | | | | | | | | | | | | | | | | | $ | — | | | |
CIP for other Redevelopment Projects: | | | | | | | | | | | | | | | | | | | | | | | 5.1 | | | |
Total amount included in CIP at December 31, 2011 for Redevelopment Projects: | | | $ | 5.1 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes receipts and expected future reductions from land sales and reimbursements. |
33
DDR
Quarterly Financial Supplement
For Year Ended December 31, 2011
Ground up Development Projects Primarily on Hold
(In Millions)
| | | | | | | | |
MSA (Location) | | DDR’s Effective Ownership | | | Total Acreage | |
Ukiah (Mendocino), CA | | | 50 | % | | | 75.7 | |
New Haven (Guilford), CT | | | 100 | % | | | 24.8 | |
Orlando (Lee Vista), FL | | | 100 | % | | | 74.3 | |
Tampa (Brandon), FL | | | 100 | % | | | 46.3 | |
Tampa (Wesley Chapel), FL | | | 100 | % | | | 10.0 | |
Atlanta (Douglasville), GA | | | 100 | % | | | 28.5 | |
Chicago (Grayslake), IL | | | 50 | % | | | 106.0 | |
Kansas City (Merriam), KS | | | 100 | % | | | 31.6 | |
Boston, MA (Seabrook, NH) | | | 100 | % | | | 50.9 | |
Gulfport, MS | | | 100 | % | | | 86.2 | |
Raleigh (Apex), NC | | | 100 | % | | | 52.6 | |
Isabela, Puerto Rico | | | 80 | % | | | 11.1 | |
Toronto (East Gwillimbury—Bayview/Greenlane), CAN | | | 50 | % | | | 39.0 | |
Toronto (East Gwillimbury—Hwy 404/Greenlane East), CAN | | | 50 | % | | | 44.0 | |
Toronto (East Gwillimbury—Hwy 404/Greenlane West), CAN | | | 50 | % | | | 29.0 | |
Toronto (Richmond Hill), CAN | | | 50 | % | | | 52.0 | |
Togliatti, Russia | | | 75 | % | | | 61.2 | |
Yaroslavl, Russia | | | 75 | % | | | 8.0 | |
Other Misc. Land (8 sites) | | | 100 | % | | | Various | |
| | | | | | | | |
| | | | | | | 838.4 | |
| | | | | | | | |
| | |
Total Ground up Development Projects Primarily on Hold at December 31, 2011: | | | | | | $ | 451.3 | |
| | | | | | | | |
(1) | Includes partners’ ownership interest of $94.1 million. |
34
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Total Portfolio Characteristics
| | | | | | | | | | | | |
| | | | | MSF at 100% | | | MSF at Prorata | |
Operating Shopping Centers with Economic Interest | | | 432 | | | | 78.6 | | | | 52.7 | |
Additional Ground Lease GLA | | | | | | | 4.7 | | | | 3.4 | |
Additional Unowned GLA | | | | | | | 23.6 | | | | 0.0 | |
Operating Shopping Centers with No Economic Interest | | | 49 | | |
| 10.4
|
| | | 0.0 | |
Additional Ground Lease GLA | | | | | | | 0.9 | | | | 0.0 | |
Additional Unowned GLA | | | | | | | 4.6 | | | | 0.0 | |
Business Centers | | | 5 | | | | 0.4 | | | | 0.4 | |
Portfolio % Leased | | | 93.6 | % | | | | | | | | |
Portfolio % Commenced | | | 91.2 | % | | | | | | | | |
Prime Portfolio Characteristics
Our Prime portfolio is comprised of market dominant shopping centers with high quality tenants located in attractive markets with strong demographic profiles. It is a subset of the total portfolio.
| | | | | | | | | | | | |
| | | | | MSF at 100% | | | MSF at Prorata | |
Operating Shopping Centers | | | 258 | | | | 58.6 | | | | 38.5 | |
Additional Ground Lease GLA | | | | | | | 3.8 | | | | 2.7 | |
Additional Unowned GLA | | | | | | | 18.3 | | | | 0.0 | |
Prime Portfolio % Leased | | | | | | | 95.0 | % | | | | |
% of Total Portfolio NOI | | | | | | | 88.9 | % | | | | |
Total Portfolio Concentration
| | | | | | | | | | | | | | |
| | Location | | % of ABR at 100% | | | MSF at 100% | | | % of GLA at 100% | |
1 | | Brazil | | | 13.9 | % | | | 4.0 | | | | 4.6 | % |
2 | | Georgia | | | 9.0 | % | | | 9.0 | | | | 10.8 | % |
3 | | Florida | | | 8.4 | % | | | 8.8 | | | | 10.6 | % |
4 | | Puerto Rico | | | 8.1 | % | | | 4.7 | | | | 5.7 | % |
5 | | New York | | | 6.2 | % | | | 6.4 | | | | 7.7 | % |
6 | | North Carolina | | | 6.1 | % | | | 5.3 | | | | 6.5 | % |
7 | | Ohio | | | 5.8 | % | | | 5.8 | | | | 7.0 | % |
8 | | New Jersey | �� | | 4.7 | % | | | 3.2 | | | | 3.9 | % |
9 | | Pennsylvania | | | 3.3 | % | | | 2.8 | | | | 3.4 | % |
10 | | California | | | 3.2 | % | | | 2.2 | | | | 2.7 | % |
35
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Sonae Sierra Brasil (SSB) Portfolio Characteristics
Sonae Sierra Brasil is a fully integrated owner, manager, and developer of shopping centers throughout Brazil. The joint venture was established between SSB and DDR in 2006 and the joint venture completed an IPO in 2011. DDR’s ownership of SSB as of 12/31/11 was 33.3%. All information was translated using average exchange rates for the respective periods.
| | | | | | | | | | | | |
| | | | | MSF at | | | MSF at | |
| | | | | 100% | | | Prorata | |
Operating Shopping Centers | | | 10 | | | | 3.8 | | | | 0.9 | |
Additional Ground Lease GLA | | | | | | | 0.2 | | | | 0.1 | |
Development Sites | | | 3 | | | | 1.8 | | | | 0.6 | |
Total Annualized Rent (in millions) | | $ | 136.5 | | | | | | | | | |
Average Rent Per Occupied Square Foot | | $ | 38.28 | | | | | | | | | |
Portfolio % Leased | | | 98.7 | % | | | | | | | | |
Puerto Rico Portfolio Characteristics
| | | | | | | | | | | | |
| | | | | MSF at | | | MSF at | |
| | | | | 100% | | | Prorata | |
Operating Shopping Centers | | | 15 | | | | 4.0 | | | | 4.0 | |
Additional Ground Lease GLA | | | | | | | 0.7 | | | | 0.7 | |
Additional Unowned GLA | | | | | | | 0.3 | | | | 0.0 | |
Total Annualized Rent (in millions) | | $ | 79.4 | | | | | | | | | |
Average Rent Per Occupied Square Foot | | $ | 18.95 | | | | | | | | | |
Portfolio % Leased | | | 96.5 | % | | | | | | | | |
Trailing 12 Month NOI (DDR Share)
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36
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Lease Expirations By Year
($ in millions, except per square foot)
Greater than 10,000 SF
| | | | | | | | | | | | | | | | |
| | | | | ABR | | | Avg | | | % of ABR | |
Year | | Leases | | | at 100% | | | PSF | | | at 100% | |
2012 | | | 123 | | | $ | 38.9 | | | $ | 9.65 | | | | 4.1 | % |
2013 | | | 172 | | | | 45.3 | | | | 9.20 | | | | 4.8 | % |
2014 | | | 201 | | | | 61.4 | | | | 9.47 | | | | 6.5 | % |
2015 | | | 181 | | | | 56.3 | | | | 9.54 | | | | 6.0 | % |
2016 | | | 209 | | | | 66.6 | | | | 10.55 | | | | 7.1 | % |
2017 | | | 141 | | | | 55.5 | | | | 10.37 | | | | 5.9 | % |
2018 | | | 78 | | | | 29.9 | | | | 10.33 | | | | 3.2 | % |
2019 | | | 96 | | | | 40.8 | | | | 11.70 | | | | 4.3 | % |
2020 | | | 73 | | | | 25.1 | | | | 10.24 | | | | 2.7 | % |
2021 | | | 91 | | | | 39.1 | | | | 10.75 | | | | 4.2 | % |
| | | | | | | | | | | | | | | | |
2012-2021 | | | | | | | | | | | | | | | | |
Subtotal | | | 1,365 | | | $ | 458.9 | | | $ | 10.09 | | | | 48.9 | % |
| | | | |
Total Rent Roll | | | 1,543 | | | $ | 526.1 | | | $ | 9.91 | | | | 56.0 | % |
Less than 10,000 SF
| | | | | | | | | | | | | | | | |
| | | | | ABR | | | Avg | | | % of ABR | |
Year | | Leases | | | at 100% | | | PSF | | | at 100% | |
2012 | | | 1,499 | | | $ | 83.4 | | | $ | 28.47 | | | | 8.9 | % |
2013 | | | 1,279 | | | | 68.5 | | | | 23.75 | | | | 7.3 | % |
2014 | | | 1,217 | | | | 66.2 | | | | 27.44 | | | | 7.1 | % |
2015 | | | 920 | | | | 54.8 | | | | 25.59 | | | | 5.8 | % |
2016 | | | 949 | | | | 58.8 | | | | 25.66 | | | | 6.3 | % |
2017 | | | 215 | | | | 16.2 | | | | 22.16 | | | | 1.7 | % |
2018 | | | 163 | | | | 15.4 | | | | 26.43 | | | | 1.6 | % |
2019 | | | 116 | | | | 10.1 | | | | 24.24 | | | | 1.1 | % |
2020 | | | 116 | | | | 9.3 | | | | 22.73 | | | | 1.0 | % |
2021 | | | 143 | | | | 11.7 | | | | 24.16 | | | | 1.2 | % |
| | | | | | | | | | | | | | | | |
2012-2021 | | | | | | | | | | | | | | | | |
Subtotal | | | 6,617 | | | $ | 394.4 | | | $ | 25.81 | | | | 42.0 | % |
| | | | |
Total Rent Roll | | | 7,318 | | | $ | 412.6 | | | $ | 23.72 | | | | 44.0 | % |
37
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Leased Rates and Average Annualized Base Rental Rates PSF
| | | $00,000.00 | | | | $00,000.00 | | | | $00,000.00 | |
Period | | | | | Leased | | | ABR | |
Ending | | Properties | | | Rate | | | PSF | |
YE 2011 | | | 432 | | | | 93.6 | % | | $ | 13.81 | |
YE 2010 | | | 487 | | | | 92.6 | % | | | 13.36 | |
YE 2009 | | | 544 | | | | 91.4 | % | | | 13.01 | |
YE 2008 | | | 621 | | | | 92.7 | % | | | 12.60 | |
YE 2007 | | | 628 | | | | 96.0 | % | | | 12.54 | |
YE 2006 | | | 379 | | | | 96.1 | % | | | 11.90 | |
YE 2005 | | | 379 | | | | 96.3 | % | | | 11.30 | |
YE 2004 | | | 373 | | | | 95.4 | % | | | 11.13 | |
YE 2003 | | | 274 | | | | 95.1 | % | | | 10.82 | |
YE 2002 | | | 189 | | | | 95.9 | % | | | 10.58 | |
YE 2001 | | | 192 | | | | 95.4 | % | | | 10.03 | |
YE 2000 | | | 190 | | | | 96.9 | % | | | 9.66 | |
YE 1999 | | | 186 | | | | 95.7 | % | | | 9.20 | |
YE 1998 | | | 159 | | | | 96.5 | % | | | 8.99 | |
YE 1997 | | | 123 | | | | 96.1 | % | | | 8.49 | |
YE 1996 | | | 112 | | | | 94.8 | % | | | 7.85 | |
YE 1995 | | | 106 | | | | 96.3 | % | | | 7.60 | |
YE 1994 | | | 84 | | | | 97.1 | % | | | 5.89 | |
YE 1993 | | | 69 | | | | 96.2 | % | | | 5.60 | |
YE 1992 | | | 53 | | | | 95.4 | % | | | 5.37 | |
Leased Rate by Tenant Size
| | | $00,000.0 | | | | $00,000.0 | | | | $00,000.0 | |
| | Leased | | | % of | | | % of | |
| | Rate | | | GLA | | | Vacancy | |
< 2,499 SF | | | 82.9 | % | | | 8.7 | % | | | 23.4 | % |
2,500—4,999 SF | | | 83.4 | % | | | 8.4 | % | | | 21.9 | % |
5,000—9,999 SF | | | 87.1 | % | | | 9.1 | % | | | 18.2 | % |
10,000—20,000 SF | | | 95.6 | % | | | 10.1 | % | | | 7.0 | % |
> 20,000 SF | | | 97.0 | % | | | 63.7 | % | | | 29.5 | % |
| | | | | | | | | | | | |
Total | | | 93.6 | % | | | 100 | % | | | 100 | % |
| | | | | | | | | | | | |
38
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
($, GLA in thousands, except per square foot)
Leasing spreads are calculated by comparing the prior tenant’s annual base rent in the final year of the lease to the new tenant’s annual base rent in the first year of the new lease. The reported calculation, “Vacant < 1 Year”, only includes deals that were executed within one year of the date that the prior tenant vacated. “Non-comp” deals consist of deals which were not executed within one year of the date the prior tenant vacated, deals which resulted in a significant difference in size, or deals for space which was vacant at acquisition.
Leasing Summary: Fourth Quarter 2011
| | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | |
| | | | | | | | New Rent | | | Prior Rent | | | | | | | | | | |
| | | | | | | | | | | | | | Final | | | Final | | | | | | Wtd | | | | |
| | | | | | | | Year 1 | | | Year 1 | | | Year | | | Year | | | Comp | | | Avg | | | | |
| | # of | | | | | | Rent | | | Total | | | Rent | | | Total | | | Space | | | Term | | | TI | |
| | Leases | | | GLA | | | PSF | | | Rent | | | PSF | | | Rent | | | Spread | | | (Yrs) | | | PSF | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Vacant < 1 Year | | | 89 | | | | 463 | | | $ | 16.43 | | | $ | 7,611 | | | $ | 14.99 | | | $ | 6,945 | | | | 9.6 | % | | | 8.6 | | | $ | 8.67 | |
| | | | | | | | | |
Non-comp | | | 128 | | | | 579 | | | | 15.70 | | | | 9,087 | | | | N/A | | | | N/A | | | | N/A | | | | 8.9 | | | | 18.14 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
New Leases—Total | | | 217 | | | | 1,042 | | | | 16.03 | | | | 16,698 | | | | N/A | | | | N/A | | | | 9.6 | % | | | 8.8 | | | | 14.22 | |
| | | | | | | | | |
Renewals | | | 258 | | | | 1,422 | | | | 14.56 | | | | 20,712 | | | | 13.94 | | | | 19,829 | | | | 4.5 | % | | | 5.2 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Total | | | 475 | | | | 2,464 | | | $ | 15.18 | | | $ | 37,410 | | | $ | 14.20 | | | $ | 26,774 | | | | 5.8 | % | | | 6.7 | | | $ | 6.26 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Leasing Summary: Full Year 2011
| | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | | | | $00,000 | |
| | | | | | | | New Rent | | | Prior Rent | | | | | | | | | | |
| | | | | | | | | | | | | | Final | | | Final | | | | | | Wtd | | | | |
| | | | | | | | Year 1 | | | Year 1 | | | Year | | | Year | | | Comp | | | Avg | | | | |
| | # of | | | | | | Rent | | | Total | | | Rent | | | Total | | | Space | | | Term | | | TI | |
| | Leases | | | GLA | | | PSF | | | Rent | | | PSF | | | Rent | | | Spread | | | (Yrs) | | | PSF | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Vacant < 1 Year | | | 318 | | | | 1,089 | | | $ | 20.14 | | | $ | 21,922 | | | $ | 18.12 | | | $ | 19,719 | | | | 11.2 | % | | | 7.9 | | | $ | 11.99 | |
| | | | | | | | | |
Non-comp | | | 495 | | | | 2,687 | | | | 13.77 | | | | 37,000 | | | | N/A | | | | N/A | | | | N/A | | | | 8.2 | | | | 14.65 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
New Leases—Total | | | 813 | | | | 3,776 | | | | 15.61 | | | | 58,922 | | | | N/A | | | | N/A | | | | 11.2 | % | | | 8.2 | | | | 13.90 | |
| | | | | | | | | |
Renewals | | | 1,089 | | | | 6,448 | | | | 14.60 | | | | 94,129 | | | | 13.90 | | | | 89,644 | | | | 5.0 | % | | | 4.8 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Total | | | 1,902 | | | | 10,224 | | | $ | 14.97 | | | $ | 153,051 | | | $ | 14.51 | | | $ | 109,363 | | | | 6.1 | % | | | 6.0 | | | $ | 5.25 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
39
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Net effective rents are calculated with full consideration for all costs associated with leasing the space rather than prorata costs. Landlord work represents property level improvements associated with the lease transactions; however, those improvements are attributed to the landlord’s property value and typically extend the life of the asset in excess of the lease term.
Net Effective Rents Related to Leased Space (Owned Properties)
| | | | | | | | |
| | Three | | | | |
| | Months | | | 2011 | |
| | Ended | | | Full Year | |
| | 12/31/2011 | | | Average | |
Number of lease transactions executed | | | 475 | | | | 1,902 | |
Rentable square footage leased (in thousands) | | | 2,464 | | | | 10,224 | |
Square footage of renewal deals (in thousands) | | | 1,422 | | | | 6,448 | |
Square footage of new deals (in thousands) | | | 1,042 | | | | 3,776 | |
Renewed square footage (% of total) | | | 57.7 | % | | | 63.1 | % |
New leases square footage (% of total) | | | 42.3 | % | | | 36.9 | % |
| | |
New Deals: | | | | | | | | |
Weighted average per rentable square foot over the lease term: | | | | | | | | |
Base rent | | $ | 16.84 | | | $ | 16.30 | |
Tenant allowance | | | (1.61 | ) | | | (1.64 | ) |
Landlord work | | | (0.97 | ) | | | (0.70 | ) |
Third party leasing commissions | | | (0.28 | ) | | | (0.28 | ) |
Rent concessions | | | — | | | | — | |
| | | | | | | | |
Equivalent net effective rent | | $ | 13.98 | | | $ | 13.68 | |
| | | | | | | | |
Weighted average term in years | | | 8.8 | | | | 8.2 | |
| | |
Renewal Deals: | | | | | | | | |
Weighted average per rentable square foot over the lease term: | | | | | | | | |
Base rent | | $ | 14.82 | | | $ | 14.81 | |
Tenant allowance | | | — | | | | — | |
Landlord work | | | — | | | | — | |
Third party leasing commissions | | | — | | | | — | |
Rent concessions | | | — | | | | — | |
| | | | | | | | |
Equivalent net effective rent | | $ | 14.82 | | | $ | 14.81 | |
| | | | | | | | |
Weighted average term in years | | | 5.2 | | | | 4.8 | |
40
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Largest Tenants by GLA
($ in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rk | | Tenant (Concept) | | Owned Units | | | Owned GLA at 100% | | | % of GLA at 100% | | | Owned GLA at Prorata | | | Unowned Units | | | Total Units | | | Credit Ratings (S&P/Mdy’s/Fitch) |
1 | | Walmart (26) / Sam’s Club (5) | | | 31 | | | | 4.8 | | | | 5.8 | % | | | 4.1 | | | | 52 | | | | 83 | | | AA /Aa2/ AA |
2 | | Kohl’s | | | 27 | | | | 2.4 | | | | 2.9 | % | | | 1.5 | | | | 17 | | | | 44 | | | BBB+ /Baa1 /BBB+ |
3 | | Sears (5) / Kmart (19) / Others (2) | | | 26 | | | | 2.1 | | | | 2.5 | % | | | 1.5 | | | | 4 | | | | 30 | | | CCC+ / B3 / CCC |
4 | | TJ Maxx (33) / Marshalls (24) / Homegoods (9) | | | 66 | | | | 2.1 | | | | 2.5 | % | | | 1.4 | | | | 23 | | | | 89 | | | A / A3 / NR |
5 | | Publix | | | 42 | | | | 1.9 | | | | 2.3 | % | | | 0.5 | | | | 3 | | | | 45 | | | NR |
6 | | Kroger | | | 30 | | | | 1.7 | | | | 2.0 | % | | | 0.7 | | | | 2 | | | | 32 | | | BBB / Baa2 / BBB |
7 | | Lowe’s | | | 12 | | | | 1.6 | | | | 1.9 | % | | | 1.5 | | | | 22 | | | | 34 | | | A- / A3 / BBB+ |
8 | | PetSmart | | | 65 | | | | 1.4 | | | | 1.7 | % | | | 1.0 | | | | 24 | | | | 89 | | | BB+ / NR / NR |
9 | | Bed Bath & Beyond (41) / Others (5) | | | 46 | | | | 1.4 | | | | 1.7 | % | | | 1.0 | | | | 16 | | | | 62 | | | BBB+ / NR / NR |
10 | | Ross Stores | | | 41 | | | | 1.3 | | | | 1.6 | % | | | 0.7 | | | | 5 | | | | 46 | | | BBB+ / NR / NR |
11 | | Michael’s | | | 54 | | | | 1.2 | | | | 1.4 | % | | | 0.8 | | | | 12 | | | | 66 | | | B- / B3 / NR |
12 | | Dick’s Sporting Goods | | | 24 | | | | 1.1 | | | | 1.3 | % | | | 0.7 | | | | 10 | | | | 34 | | | NR |
13 | | Tops Markets1 | | | 16 | | | | 1.0 | | | | 1.2 | % | | | 0.6 | | | | 1 | | | | 17 | | | NR |
14 | | OfficeMax | | | 40 | | | | 0.9 | | | | 1.1 | % | | | 0.7 | | | | 11 | | | | 51 | | | B- / B1 / NR |
15 | | Toys R Us (8) / Babies R Us (16) | | | 24 | | | | 0.9 | | | | 1.1 | % | | | 0.7 | | | | 11 | | | | 35 | | | B / B1 / B |
16 | | Best Buy | | | 21 | | | | 0.9 | | | | 1.1 | % | | | 0.6 | | | | 11 | | | | 32 | | | BBB- / Baa2 /BBB- |
17 | | Home Depot | | | 8 | | | | 0.9 | | | | 1.1 | % | | | 0.8 | | | | 32 | | | | 40 | | | A- / A3 / A- |
18 | | J.C. Penney | | | 16 | | | | 0.8 | | | | 1.0 | % | | | 0.8 | | | | 2 | | | | 18 | | | BB+ / NR / BBB- |
19 | | Target | | | 6 | | | | 0.8 | | | | 1.0 | % | | | 0.8 | | | | 50 | | | | 56 | | | A+ / A2 / A- |
20 | | Dollar Tree Stores | | | 82 | | | | 0.8 | | | | 1.0 | % | | | 0.6 | | | | 12 | | | | 94 | | | NR |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 20 Tenants | | | 677 | | | | 30.0 | | | | 36.0 | % | | | 21.0 | | | | 320 | | | | 997 | | | |
| | | | | | | | |
21 | | Hobby Lobby | | | 14 | | | | 0.8 | | | | 1.0 | % | | | 0.5 | | | | 3 | | | | 17 | | | NR |
22 | | Gap (4) / Old Navy (36) / Banana Republic (3) | | | 43 | | | | 0.7 | | | | 0.8 | % | | | 0.5 | | | | 9 | | | | 52 | | | BB+ / Baa3 / BBB- |
23 | | JoAnn Fabric | | | 23 | | | | 0.7 | | | | 0.8 | % | | | 0.6 | | | | 9 | | | | 32 | | | B / B2 / NR |
24 | | Staples | | | 33 | | | | 0.7 | | | | 0.8 | % | | | 0.5 | | | | 3 | | | | 36 | | | BBB / Baa2 / BBB |
25 | | Burlington Coat Factory | | | 9 | | | | 0.7 | | | | 0.8 | % | | | 0.5 | | | | 1 | | | | 10 | | | B- / B3 / B- |
26 | | Beall’s | | | 18 | | | | 0.7 | | | | 0.8 | % | | | 0.4 | | | | 4 | | | | 22 | | | NR |
27 | | AMC Theaters | | | 7 | | | | 0.6 | | | | 0.7 | % | | | 0.2 | | | | 3 | | | | 10 | | | B / Caa1 / B |
28 | | Cinemark | | | 11 | | | | 0.6 | | | | 0.7 | % | | | 0.5 | | | | 2 | | | | 13 | | | BB- / NR / NR |
29 | | Regal Cinemas | | | 11 | | | | 0.6 | | | | 0.7 | % | | | 0.4 | | | | 2 | | | | 13 | | | B+ / B3 / B+ |
30 | | Barnes & Noble | | | 23 | | | | 0.6 | | | | 0.7 | % | | | 0.4 | | | | 4 | | | | 27 | | | NR |
31 | | Sports Authority | | | 12 | | | | 0.5 | | | | 0.6 | % | | | 0.5 | | | | 4 | | | | 16 | | | B- / NR / NR |
32 | | Stein Mart | | | 14 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | | 1 | | | | 15 | | | NR |
33 | | Giant Eagle | | | 6 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | | 1 | | | | 7 | | | NR |
34 | | Office Depot | | | 18 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | | 8 | | | | 26 | | | B- / B2 / NR |
35 | | Petco | | | 29 | | | | 0.4 | | | | 0.5 | % | | | 0.3 | | | | 2 | | | | 31 | | | B / B2 / NR |
36 | | H.H. Gregg | | | 13 | | | | 0.4 | | | | 0.5 | % | | | 0.3 | | | | 9 | | | | 22 | | | NR |
37 | | BJ’s Wholesale Club | | | 4 | | | | 0.4 | | | | 0.5 | % | | | 0.4 | | | | 2 | | | | 6 | | | B+ / B1 / NR |
38 | | Party City (23) / Others (7) | | | 30 | | | | 0.4 | | | | 0.5 | % | | | 0.3 | | | | 8 | | | | 38 | | | NR |
39 | | DSW | | | 15 | | | | 0.4 | | | | 0.5 | % | | | 0.2 | | | | 6 | | | | 21 | | | NR |
40 | | Big Lots | | | 11 | | | | 0.4 | | | | 0.5 | % | | | 0.2 | | | | 4 | | | | 15 | | | BBB / NR / NR |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Tenants 21-40 | | | 344 | | | | 11.1 | | | | 13.3 | % | | | 7.6 | | | | 85 | | | | 429 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 40 Tenants | | | 1,021 | | | | 41.1 | | | | 49.3 | % | | | 28.6 | | | | 405 | | | | 1,426 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | Total Portfolio | | | | | | | 83.3 | | | | 100.0 | % | | | 56.1 | | | | | | | | | | | |
(1) | 15 leases are guaranteed by Koninklijke Ahold NV, rated BBB / Baa3 / BBB |
41
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Largest Tenants by Base Rental Revenues
($ in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rk | | Tenant | | Owned Units | | | ABR at 100% | | | % of ABR at 100% | | | ABR at Prorata | | | Unowned Units | | | Total Units | | | Credit Ratings (S&P/Mdy’s/Fitch) |
1 | | Walmart (26) / Sam’s Club (5) | | | 31 | | | $ | 31.2 | | | | 3.2 | % | | $ | 26.0 | | | | 52 | | | | 83 | | | AA / Aa2 / AA |
2 | | TJ Maxx (33) / Marshalls (24) / Homegoods (9) | | | 66 | | | | 20.7 | | | | 2.1 | % | | $ | 14.7 | | | | 23 | | | | 89 | | | A / A3 / NR |
3 | | PetSmart | | | 65 | | | | 19.5 | | | | 2.0 | % | | $ | 13.4 | | | | 24 | | | | 89 | | | BB+ / NR / NR |
4 | | Kohl’s | | | 27 | | | | 17.7 | | | | 1.8 | % | | $ | 10.9 | | | | 17 | | | | 44 | | | BBB+ /Baa1 /BBB+ |
5 | | Publix | | | 42 | | | | 16.7 | | | | 1.7 | % | | $ | 4.3 | | | | 3 | | | | 45 | | | NR |
6 | | Bed Bath & Beyond (41) / Others (5) | | | 46 | | | | 16.5 | | | | 1.7 | % | | $ | 12.3 | | | | 16 | | | | 62 | | | BBB+ / NR / NR |
7 | | Michael’s | | | 54 | | | | 14.8 | | | | 1.5 | % | | $ | 9.9 | | | | 12 | | | | 66 | | | B- / B3 / NR |
8 | | AMC Theaters | | | 7 | | | | 12.9 | | | | 1.3 | % | | $ | 5.5 | | | | 3 | | | | 10 | | | B / Caa1 / B |
9 | | Ross Stores | | | 41 | | | | 12.8 | | | | 1.3 | % | | $ | 7.0 | | | | 5 | | | | 46 | | | BBB+ / NR / NR |
10 | | Dick’s Sporting Goods | | | 23 | | | | 12.7 | | | | 1.3 | % | | $ | 7.4 | | | | 10 | | | | 33 | | | NR |
11 | | Best Buy | | | 21 | | | | 12.3 | | | | 1.3 | % | | $ | 7.9 | | | | 11 | | | | 32 | | | BBB-/ Baa2 / BBB- |
12 | | Kroger | | | 30 | | | | 12.3 | | | | 1.3 | % | | $ | 5.9 | | | | 2 | | | | 32 | | | BBB / Baa2 / BBB |
13 | | Tops Markets1 | | | 16 | | | | 11.7 | | | | 1.2 | % | | $ | 6.7 | | | | 1 | | | | 17 | | | NR |
14 | | OfficeMax | | | 40 | | | | 11.0 | | | | 1.1 | % | | $ | 8.2 | | | | 11 | | | | 51 | | | B- / B1 / NR |
15 | | Gap (4) / Old Navy (36) / Banana Republic (3) | | | 43 | | | | 10.3 | | | | 1.0 | % | | $ | 7.2 | | | | 9 | | | | 52 | | | BB+ / Baa3 / BBB- |
16 | | Lowe’s | | | 12 | | | | 9.8 | | | | 1.0 | % | | $ | 9.1 | | | | 22 | | | | 34 | | | A- / A3 / BBB+ |
17 | | Staples | | | 33 | | | | 9.1 | | | | 0.9 | % | | $ | 6.5 | | | | 3 | | | | 36 | | | BBB / Baa2 / BBB |
18 | | Regal Cinemas | | | 11 | | | | 9.0 | | | | 0.9 | % | | $ | 6.5 | | | | 2 | | | | 13 | | | B+ / B3 / B+ |
19 | | Barnes & Noble | | | 23 | | | | 8.7 | | | | 0.9 | % | | $ | 5.7 | | | | 4 | | | | 27 | | | NR |
20 | | Cinemark | | | 11 | | | | 8.0 | | | | 0.8 | % | | $ | 6.1 | | | | 2 | | | | 13 | | | BB- / NR / NR |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 20 Tenants | | | 642 | | | $ | 277.7 | | | | 28.3 | % | | $ | 181.2 | | | | 232 | | | | 874 | | | |
| | | | | | | | |
21 | | Dollar Tree Stores | | | 82 | | | $ | 7.9 | | | | 0.8 | % | | $ | 5.4 | | | | 12 | | | | 94 | | | NR |
22 | | Sears (5) / Kmart (19) / Others (2) | | | 26 | | | | 7.7 | | | | 0.8 | % | | $ | 5.5 | | | | 4 | | | | 30 | | | CCC+ / B3 / CCC |
23 | | Toys R Us (8) / Babies R Us (16) | | | 24 | | | | 7.4 | | | | 0.8 | % | | $ | 5.8 | | | | 11 | | | | 35 | | | B / B1 / B |
24 | | JoAnn Fabric | | | 24 | | | | 7.3 | | | | 0.7 | % | | $ | 5.8 | | | | 9 | | | | 33 | | | B / B2 / NR |
25 | | Rite Aid | | | 29 | | | | 7.1 | | | | 0.7 | % | | $ | 6.7 | | | | 0 | | | | 29 | | | B- / Caa2 / B- |
26 | | Petco | | | 29 | | | | 6.7 | | | | 0.7 | % | | $ | 4.4 | | | | 2 | | | | 31 | | | B / B2 / NR |
27 | | Home Depot | | | 8 | | | | 6.5 | | | | 0.7 | % | | $ | 6.3 | | | | 32 | | | | 40 | | | A- / A3 / A- |
28 | | DSW | | | 15 | | | | 6.4 | | | | 0.7 | % | | $ | 3.7 | | | | 6 | | | | 21 | | | NR |
29 | | Sports Authority | | | 12 | | | | 6.1 | | | | 0.6 | % | | $ | 5.9 | | | | 4 | | | | 16 | | | B- / NR / NR |
30 | | Party City (23) / Others (7) | | | 30 | | | | 5.6 | | | | 0.6 | % | | $ | 3.8 | | | | 8 | | | | 38 | | | NR |
31 | | Royal Ahold—Stop N Shop (4) / Martin’s (1) | | | 5 | | | | 5.3 | | | | 0.5 | % | | $ | 1.9 | | | | 0 | | | | 5 | | | BBB / Baa3 / BBB |
32 | | Hobby Lobby | | | 14 | | | | 5.2 | | | | 0.5 | % | | $ | 3.4 | | | | 3 | | | | 17 | | | NR |
33 | | Pier 1 Imports | | | 27 | | | | 5.1 | | | | 0.5 | % | | $ | 3.4 | | | | 11 | | | | 38 | | | NR |
34 | | Office Depot | | | 18 | | | | 4.9 | | | | 0.5 | % | | $ | 3.1 | | | | 8 | | | | 26 | | | B- / B2 / NR |
35 | | Ulta | | | 21 | | | | 4.8 | | | | 0.5 | % | | $ | 3.3 | | | | 3 | | | | 24 | | | NR |
36 | | Beall’s | | | 18 | | | | 4.7 | | | | 0.5 | % | | $ | 3.2 | | | | 4 | | | | 22 | | | NR |
37 | | Famous Footwear (30) / Others (2) | | | 32 | | | | 4.6 | | | | 0.5 | % | | $ | 3.2 | | | | 11 | | | | 43 | | | B / B2 / BB+ |
38 | | Giant Eagle | | | 6 | | | | 4.4 | | | | 0.4 | % | | $ | 2.7 | | | | 1 | | | | 7 | | | NR |
39 | | Gamestop | | | 97 | | | | 4.4 | | | | 0.4 | % | | $ | 3.3 | | | | 10 | | | | 107 | | | BB+ / Ba1 / NR |
40 | | HH Gregg | | | 13 | | | | 4.1 | | | | 0.4 | % | | $ | 3.0 | | | | 9 | | | | 22 | | | NR |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Tenants 21-40 | | | 530 | | | $ | 116.2 | | | | 11.8 | % | | $ | 83.8 | | | | 148 | | | | 678 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 40 Tenants | | | 1,172 | | | $ | 393.9 | | | | 40.2 | % | | $ | 265.0 | | | | 380 | | | | 1,552 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | Total Portfolio | | | | | | $ | 981.0 | | | | 100.0 | % | | $ | 611.0 | | | | | | | | | | | |
(1) | 15 leases are guaranteed by Koninklijke Ahold NV, rated BBB / Baa3 / BBB |
42
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Summary of Consolidated Debt
(In Millions)
| | | | | | | | | | | | | | | | | | | | |
Total Debt Outstanding | | December 31, 2011 Aggregate | | | December 31, 2011 DDR Pro Rata Share | | | December 31, 2011 DDR Pro Rata Wtd. Avg. Interest | | | December 31, 2010 Aggregate | | | December 31, 2010 DDR Pro Rata Share | |
Mortgage Loans Payable: | | | | | | | | | | | | | | | | | | | | |
Fixed rate secured loans | | $ | 1,218.1 | | | $ | 1,208.2 | | | | 5.64 | % | | $ | 1,234.5 | | | $ | 1,224.6 | |
Variable rate secured loans | | | 91.0 | | | | 79.2 | | | | 2.10 | % | | | 144.0 | | | | 131.8 | |
Secured Term Loan | | | 500.0 | | | | 500.0 | | | | 3.04 | % | | | 600.0 | | | | 600.0 | |
Unsecured Public Debt | | | 2,139.7 | | | | 2,139.7 | | | | 5.90 | % | | | 2,043.6 | | | | 2,043.6 | |
Unsecured Credit Facilities | | | 142.4 | | | | 142.4 | | | | 2.46 | % | | | 279.9 | | | | 279.9 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 4,091.2 | | | $ | 4,069.5 | | | | 5.19 | % | | $ | 4,302.0 | | | $ | 4,279.9 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Schedule of Maturities by Year (1) | | Scheduled Principal Payments | | | Secured Debt Maturities | | | Unsecured Debt Maturities | | | Aggregate Total | | | DDR Pro Rata Share | |
2012 | | $ | 31.0 | | | $ | 55.7 | | | $ | 403.0 | | | $ | 489.7 | | | $ | 489.7 | |
2013 | | | 30.4 | | | | 392.7 | | | | — | | | | 423.1 | | | | 423.1 | |
2014 | | | 28.0 | | | | 291.3 | | | | — | | | | 319.3 | | | | 319.3 | |
2015 | | | 20.2 | | | | 541.1 | | | | 503.0 | | | | 1,064.3 | | | | 1,064.3 | |
2016 | | | 17.5 | | | | 48.9 | | | | 442.4 | | | | 508.8 | | | | 497.0 | |
2017 | | | 17.8 | | | | 0.3 | | | | 300.0 | | | | 318.1 | | | | 318.1 | |
2018 | | | 12.4 | | | | 75.5 | | | | 382.2 | | | | 470.1 | | | | 470.1 | |
2019 | | | 8.0 | | | | 74.6 | | | | — | | | | 82.6 | | | | 82.6 | |
2020 | | | 5.5 | | | | 40.3 | | | | 300.0 | | | | 345.8 | | | | 345.8 | |
2021 | | | 4.1 | | | | 82.3 | | | | — | | | | 86.4 | | | | 86.4 | |
2022 and beyond | | | 0.1 | | | | 31.3 | | | | — | | | | 31.4 | | | | 21.5 | |
Unsecured debt discount | | | — | | | | — | | | | (48.4 | ) | | | (48.4 | ) | | | (48.4 | ) |
| | | | | | | | | | | | | | | | | | | | |
Subtotal | | | 175.0 | | | | 1,634.0 | | | | 2,282.2 | | | | 4,091.2 | | | | 4,069.5 | |
Fair Market Value Adjustment — Assumed Debt | | | — | | | | 13.4 | | | | — | | | | 13.4 | | | | 13.4 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 175.0 | | | $ | 1,647.4 | | | $ | 2,282.2 | | | $ | 4,104.6 | | | $ | 4,082.9 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Percentage of Total Debt | | December 31, 2011 | | | December 31, 2010 | |
Fixed | | | 87.0 | % | | | 79.7 | % |
Variable | | | 13.0 | % | | | 20.3 | % |
| | |
Recourse to DDR | | | 69.5 | % | | | 69.2 | % |
Non-recourse to DDR | | | 30.5 | % | | | 30.8 | % |
(1) | Assumes borrower extension options are exercised. |
43
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Summary of Joint Venture Debt
(In Millions)
| | | | | | | | | | | | | | | | | | | | |
Total Debt Outstanding | | December 31, 2011 Aggregate | | | December 31, 2011 DDR Pro Rata Share | | | December 31, 2011 DDR Pro Rata Wtd. Avg. Interest | | | December 31, 2010 Aggregate | | | December 31, 2010 DDR Pro Rata Share | |
Mortgage Loans Payable: | | | | | | | | | | | | | | | | | | | | |
Fixed rate secured loans | | $ | 3,084.5 | | | $ | 646.0 | | | | 5.66 | % | | $ | 3,279.1 | | | $ | 705.3 | |
Variable rate secured loans | | | 656.1 | | | | 126.7 | | | | 5.73 | % | | | 661.5 | | | | 128.5 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 3,740.6 | (1) | | $ | 772.7 | (1) | | | 5.67 | % | | $ | 3,940.6 | | | $ | 833.8 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Schedule of Maturities by Year (2) | | Scheduled Principal Payments | | | Mortgage Loan Maturities | | | Aggregate Total | | | DDR Pro Rata Share | |
2012 | | $ | 7.5 | | | $ | 1,385.8 | | | $ | 1,393.3 | | | $ | 291.2 | |
2013 | | | 4.8 | | | | 414.0 | | | | 418.8 | | | | 62.0 | |
2014 | | | 4.6 | | | | 170.4 | | | | 175.0 | | | | 36.3 | |
2015 | | | 3.8 | | | | 187.6 | | | | 191.4 | | | | 39.8 | |
2016 | | | 3.8 | | | | 39.4 | | | | 43.2 | | | | 10.6 | |
2017 | | | 3.8 | | | | 1,262.2 | | | | 1,266.0 | | | | 244.1 | |
2018 | | | 3.0 | | | | 28.4 | | | | 31.4 | | | | 10.4 | |
2019 | | | 2.1 | | | | — | | | | 2.1 | | | | 0.9 | |
2020 | | | 2.2 | | | | 68.6 | | | | 70.8 | | | | 23.8 | |
2021 | | | 1.3 | | | | 80.5 | | | | 81.8 | | | | 31.4 | |
2022 and beyond | | | — | | | | 66.8 | | | | 66.8 | | | | 22.2 | |
| | | | | | | | | | | | | | | | |
Subtotal | | | 36.9 | | | | 3,703.7 | | | | 3,740.6 | | | | 772.7 | |
Fair Market Value Adjustment - Assumed Debt | | | — | | | | 1.6 | | | | 1.6 | | | | 0.2 | |
| | | | | | | | | | | | | | | | |
| | $ | 36.9 | | | $ | 3,705.3 | | | $ | 3,742.2 | | | $ | 772.9 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | |
Percentage of Total Debt | | December 31, 2011 | | | December 31, 2010 | |
Fixed | | | 82.5 | % | | | 83.2 | % |
Variable | | | 17.5 | % | | | 16.8 | % |
| | |
Recourse to DDR | | | 4.7 | % | | | 5.0 | % |
Non-recourse to DDR | | | 95.3 | % | | | 95.0 | % |
(1) | Includes approximately $300.3 million of non-recourse debt (of which the Company’s proportionate share is $48.1 million) associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
(2) | Assumes borrower extension options are exercised. |
44
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Proportionate Share | | | Final Maturity Date (1) | | | Interest Rate (2) | |
SENIOR DEBT | | | | | | | | | | | | | | | | |
Unsecured Credit Facilities: | | | | | | | | | | | | | | | | |
$750 Million Revolving Credit Facility | | $ | 102.4 | | | $ | 102.4 | | | | 02/16 | | | | LIBOR + 165 | |
$65 Million Revolving Credit Facility | | | 40.0 | | | | 40.0 | | | | 02/16 | | | | LIBOR + 165 | |
Secured Credit Facility: | | | | | | | | | | | | | | | | |
$500 Million Term Loan | | | 500.0 | | | | 500.0 | | | | 09/15 | | | | LIBOR + 170 | |
| | | | | | | | | | | | | | | | |
Total Term and Credit Facility Debt | | $ | 642.4 | | | $ | 642.4 | | | | | | | | | |
| | | | |
PUBLIC DEBT | | | | | | | | | | | | | | | | |
Convertible Notes | | | 178.9 | (3) | | | 178.9 | | | | 03/12 | | | | 3.00 | |
Unsecured Notes | | | 223.3 | | | | 223.3 | | | | 10/12 | | | | 5.38 | |
Unsecured Notes | | | 152.8 | | | | 152.8 | | | | 05/15 | | | | 5.50 | |
Convertible Notes | | | 307.6 | (4) | | | 307.6 | | | | 11/15 | | | | 1.75 | |
Unsecured Notes | | | 298.9 | | | | 298.9 | | | | 03/16 | | | | 9.63 | |
Unsecured Notes | | | 300.0 | | | | 300.0 | | | | 04/17 | | | | 7.50 | |
Unsecured Notes | | | 298.2 | | | | 298.2 | | | | 04/18 | | | | 4.75 | |
Medium Term Notes | | | 82.2 | | | | 82.2 | | | | 07/18 | | | | 7.50 | |
Unsecured Notes | | | 297.8 | | | | 297.8 | | | | 09/20 | | | | 7.88 | |
| | | | | | | | | | | | | | | | |
Total Public Debt | | $ | 2,139.7 | | | $ | 2,139.7 | | | | | | | | | |
| | | | |
MORTGAGE DEBT | | | | | | | | | | | | | | | | |
Cortez Plaza, Bradenton, FL | | | 10.5 | | | | 10.5 | | | | 07/12 | | | | 7.15 | |
N. Charleston Center, N. Charleston, SC | | | 9.2 | | | | 9.2 | | | | 07/12 | | | | 7.37 | |
University Hills, Denver, CO | | | 24.3 | | | | 24.3 | | | | 07/12 | | | | 7.30 | |
Walgreen’s, Dearborn Hts, MI | | | 3.5 | | | | 3.5 | | | | 11/12 | | | | 4.86 | |
Walgreen’s, Livonia, MI | | | 2.5 | | | | 2.5 | | | | 11/12 | | | | 4.86 | |
Terraces at Southpark, Charlotte, NC | | | 6.6 | | | | 6.6 | | | | 12/12 | | | | 5.72 | |
Walgreen’s, Westland, MI | | | 2.6 | | | | 2.6 | | | | 03/13 | | | | 4.86 | |
Aspen Grove, Littleton, CO | | | 42.2 | | | | 42.2 | | | | 04/13 | | | | 5.00 | |
Meridian Crossroads & Family Center, Meridian, ID | | | 37.2 | | | | 37.2 | | | | 04/13 | | | | 5.00 | |
Paseo Colorado, Pasadena, CA | | | 79.1 | | | | 79.1 | | | | 04/13 | | | | 5.00 | |
Plaza Escorial, Carolina, PR | | | 57.5 | | | | 57.5 | | | | 04/13 | | | | 5.00 | |
Plaza Rio Hondo, Bayamon, PR | | | 109.5 | | | | 109.5 | | | | 04/13 | | | | 5.00 | |
University Center, Wilmington, NC | | | 24.5 | | | | 24.5 | | | | 04/13 | | | | 5.00 | |
Victor Square, Victor, NY | | | 5.9 | | | | 5.9 | | | | 04/13 | | | | 5.80 | |
DDRC Headquarters, Beachwood, OH | | | 33.6 | | | | 33.6 | | | | 04/13 | | | | LIBOR + 110 | |
Monmouth Consumer Sq., W. Long Branch, NJ | | | 3.7 | | | | 3.7 | | | | 07/13 | | | | 8.57 | |
Rotonda Plaza, Englewood, FL | | | 0.5 | | | | 0.5 | | | | 07/13 | | | | 5.80 | |
Abernathy Square, Atlanta, GA | | | 12.0 | | | | 12.0 | | | | 10/14 | | | | 4.23 | |
Bermuda Square, Chester, VA | | | 7.4 | | | | 7.4 | | | | 10/14 | | | | 4.23 | |
Brook Highland Plaza, Birmingham, AL | | | 24.5 | | | | 24.5 | | | | 10/14 | | | | 4.23 | |
Chillicothe Place, Chillicothe, OH | | | 4.3 | | | | 4.3 | | | | 10/14 | | | | 4.23 | |
Clearwater Collection, Clearwater, FL | | | 7.1 | | | | 7.1 | | | | 10/14 | | | | 4.23 | |
Cross Pointe Center, Fayetteville, NC | | | 9.9 | | | | 9.9 | | | | 10/14 | | | | 4.23 | |
Crossroads Center, Gulfport, MS | | | 24.4 | | | | 24.4 | | | | 10/14 | | | | 4.23 | |
Deer Valley Towne Center, Phoenix, AZ | | | 17.5 | | | | 17.5 | | | | 10/14 | | | | 4.23 | |
Delaware Consumer Square, Buffalo, NY | | | 10.2 | | | | 10.2 | | | | 10/14 | | | | 4.23 | |
Downtown Short Pump, Richmond, VA | | | 12.5 | | | | 12.5 | | | | 10/14 | | | | 4.23 | |
Hamilton Marketplace, Hamilton, NJ | | | 41.2 | | | | 41.2 | | | | 10/14 | | | | 4.23 | |
Home Depot Center, Orland Park, IL | | | 6.7 | | | | 6.7 | | | | 10/14 | | | | 4.23 | |
Kroger, Cincinnati, OH | | | 2.6 | | | | 2.6 | | | | 10/14 | | | | 4.23 | |
45
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Proportionate Share | | | Final Maturity Date (1) | | | Interest Rate (2) | |
Lexington Place, Lexington, SC | | | 4.3 | | | | 4.3 | | | | 10/14 | | | | 4.23 | |
Loisdale Center, Springfield, VA | | | 11.0 | | | | 11.0 | | | | 10/14 | | | | 4.23 | |
Marketplace at Delta Twp, Lansing, MI | | | 6.6 | | | | 6.6 | | | | 10/14 | | | | 4.23 | |
Mooresville Consumer Sq., Mooresville, NC | | | 18.1 | | | | 18.1 | | | | 10/14 | | | | 4.23 | |
North Pointe Plaza, North Charleston, SC | | | 10.9 | | | | 10.9 | | | | 10/14 | | | | 4.23 | |
Overlook at Hamilton Place, Chattanooga, TN | | | 9.9 | | | | 9.9 | | | | 10/14 | | | | 4.23 | |
Plaza at Sunset Hills, Sunset Hills, MO | | | 27.8 | | | | 27.8 | | | | 10/14 | | | | 4.23 | |
Sam’s Club, Worcester, MA | | | 5.4 | | | | 5.4 | | | | 10/14 | | | | 4.23 | |
The Commons, Salisbury, MD | | | 8.7 | | | | 8.7 | | | | 10/14 | | | | 4.23 | |
Walmart Supercenter, Alliance, OH | | | 7.1 | | | | 7.1 | | | | 10/14 | | | | 4.23 | |
Wando Crossing, Mount Pleasant, SC | | | 11.9 | | | | 11.9 | | | | 10/14 | | | | 4.23 | |
Warner Robins Place, Warner Robins, GA | | | 6.8 | | | | 6.8 | | | | 10/14 | | | | 4.23 | |
Wendover Village, Greensboro, NC | | | 4.8 | | | | 4.8 | | | | 10/14 | | | | 4.23 | |
Windsor Court, Windsor, CT | | | 7.2 | | | | 7.2 | | | | 10/14 | | | | 4.23 | |
Kyle Crossing, Kyle, TX | | | 23.5 | | | | 11.7 | | | | 01/15 | | | | LIBOR + 275 | |
Reno Riverside, Reno, NV | | | 2.9 | (5) | | | 2.9 | | | | 02/15 | | | | Prime + 170 | |
Merriam Village, Merriam, KS | | | 15.0 | | | | 15.0 | | | | 03/15 | | | | LIBOR + 250 | |
Hamilton Commons, Mays Landing, NJ | | | 6.7 | | | | 6.7 | | | | 09/15 | | | | 4.70 | |
Tops Plaza, Lockport, NY | | | 6.5 | | | | 6.5 | | | | 01/16 | | | | 8.00 | |
Merriam Town Center, Merriam, KS (TIF) | | | 1.0 | | | | 1.0 | | | | 02/16 | | | | 6.90 | |
Cotswold Village, Charlotte, NC | | | 50.7 | | | | 50.7 | | | | 05/16 | | | | 5.83 | |
Freedom Plaza, Rome, NY | | | 2.5 | | | | 2.5 | | | | 09/16 | | | | 7.85 | |
Walmart Supercenter, Winston-Salem, NC | | | 6.6 | | | | 6.6 | | | | 08/17 | | | | 6.00 | |
Thruway Plaza (Walmart), Cheektowaga, NY | | | 2.9 | | | | 2.9 | | | | 10/17 | | | | 6.78 | |
Tops Plaza, Ithaca, NY | | | 11.7 | | | | 11.7 | | | | 01/18 | | | | 7.05 | |
Walmart Supercenter, Greenville, SC | | | 6.3 | | | | 6.3 | | | | 01/18 | | | | 6.00 | |
Johns Creek Town Center, Suwanee, GA | | | 25.7 | | | | 25.7 | | | | 03/18 | | | | 5.06 | |
Southland Crossings, Boardman, OH | | | 25.7 | | | | 25.7 | | | | 03/18 | | | | 5.06 | |
The Promenade at Brentwood, St. Louis, MO | | | 32.6 | | | | 32.6 | | | | 03/18 | | | | 5.06 | |
Mohawk Commons, Niskayuna, NY | | | 15.8 | | | | 15.8 | | | | 12/18 | | | | 5.75 | |
Lowes, Hendersonville, TN | | | 6.1 | | | | 6.1 | | | | 01/19 | | | | 7.66 | |
Plaza Cayey, Cayey, PR | | | 21.7 | | | | 21.7 | | | | 06/19 | | | | 7.59 | |
Plaza Fajardo, Fajardo, PR | | | 26.1 | | | | 26.1 | | | | 06/19 | | | | 7.59 | |
Plaza Isabela, Isabela, PR | | | 22.9 | | | | 22.9 | | | | 06/19 | | | | 7.59 | |
Plaza Walmart, Guayama, PR | | | 12.2 | | | | 12.2 | | | | 06/19 | | | | 7.59 | |
Mariner Square, Spring Hill, FL | | | 3.7 | | | | 3.7 | | | | 09/19 | | | | 9.75 | |
Northland Square, Cedar Rapids, IA | | | 7.1 | | | | 7.1 | | | | 01/20 | | | | 9.38 | |
Polaris Towne Center, Columbus, OH | | | 45.2 | | | | 45.2 | | | | 04/20 | | | | 6.76 | |
West Valley Marketplace, Allentown, PA | | | 13.3 | | | | 13.3 | | | | 07/21 | | | | 6.95 | |
Wrangleboro Consumer Sq. I & II, Mays Landing, NJ | | | 64.8 | | | | 64.8 | | | | 10/21 | | | | 5.41 | |
Chapel Hills East, Colorado Springs, CO | | | 9.5 | | | | 9.5 | | | | 12/21 | | | | 5.24 | |
Paradise Village Gateway, Phoenix, AZ | | | 30.0 | | | | 20.1 | | | | 01/22 | | | | 4.65 | |
Macedonia Commons, Macedonia, OH | | | 20.7 | | | | 20.7 | | | | 02/22 | | | | 5.71 | |
Gulfport Promenade, Gulfport, MS | | | 16.0 | | | | 16.0 | | | | 12/37 | | | | SIFMA+5 | |
| | | | | | | | | | | | | | | | |
Total Mortgage Debt | | $ | 1,309.1 | | | $ | 1,287.4 | | | | | | | | | |
| | | | |
Subtotal | | $ | 4,091.2 | | | $ | 4,069.5 | | | | | | | | | |
Fair Market Value Adjustment—Assumed Debt | | $ | 13.4 | | | $ | 13.4 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Total Consolidated Debt | | $ | 4,104.6 | | | $ | 4,082.9 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
46
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Proportionate Share | | | Final Maturity Date (1) | | | Interest Rate (2) | |
| | | | | | | | Wtd. Avg. Maturity | | | Wtd. Avg. Interest Rate | |
Fixed Rate | | $ | 3,557.8 | | | $ | 3,547.9 | | | | 4.3 years | | | | 5.64% | |
Variable Rate | | | 533.4 | | | | 521.6 | | | | 4.4 years | | | | 2.10% | |
| | | | | | | | | | | | | | | | |
| | $ | 4,091.2 | | | $ | 4,069.5 | | | | 4.3 years | | | | 5.19% | |
| | | | | | | | | | | | | | | | |
CUMULATIVE REDEEMABLE PREFERRED SHARES
| | | | |
| | Outstanding Amount | |
Class H—7.375% | | $ | 205.0 | |
Class I—7.5% | | | 170.0 | |
| | | | |
| | $ | 375.0 | |
| | | | |
DERIVATIVE INSTRUMENTS
| | | | | | | | | | | | | | |
| | Notional Amount | | | Underlying Debt Hedged | | Rate Hedged | | Fixed Rate | | | Termination Date |
Interest Rate Swap | | $ | 100.0 | | | Secured Term Loan | | 1 mo. LIBOR | | | 4.82 | % | | February 21, 2012 |
Interest Rate Swap | | $ | 100.0 | | | Secured Term Loan | | 1 mo. LIBOR | | | 1.01 | % | | June 28, 2014 |
Interest Rate Swap | | $ | 84.1 | | | Mortgage Portfolio | | 1 mo. LIBOR | | | 2.81 | % | | September 1, 2017 |
Notes:
(1) | Assumes borrower extension options are exercised. |
(2) | Interest rate figures reflect coupon rates of interest and do not include discounts or premiums. Annualized deferred finance cost amortization of approximately $14.7 million is partially offset by approximately $2.1 million of fair market value adjustments. |
(3) | The convertible notes may be net settled with DDR’s common stock once the stock price rises above $74.56 per share. The principal balance on these notes is to be settled in cash. Included in this amount is a $0.6 million reduction as compared to the face value of the convertible notes as required by accounting standards due to the initial value of the equity conversion feature. |
(4) | The convertible notes may be net settled with DDR’s common stock once the stock price rises above $16.19 per share at December 31, 2011 and is subject to adjustments resulting from changes in the quarterly dividend per share. The principal balance on these notes is to be settled in cash. Included in this amount is a $42.4 million reduction as compared to the face value of the convertible notes as required by accounting standards due to the initial value of the equity conversion feature. |
(5) | Reno Riverside has an interest rate floor of 5.95%. |
47
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Joint Venture Debt Detail
(In Millions)
| | | | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Proportionate Share | | | Final Maturity Date (1) | | | Interest Rate | |
DDRTC Core Retail Fund, LLC | | | | | | | | | | | | | | | | |
DDRTC Holdings Pool 5, LLC (11 assets) | | $ | 147.8 | | | $ | 22.2 | | | | 02/12 | | | | LIBOR + 65 | |
DDRTC Holdings Pool 3, LLC (17 assets) | | | 555.0 | | | | 83.3 | | | | 03/12 | | | | 5.48 | |
DDRTC Holdings Pool 1, LLC (9 assets) | | | 350.2 | | | | 52.5 | | | | 03/17 | | | | 5.45 | |
DDRTC Holdings Pool 6, LLC | | | | | | | | | | | | | | | | |
Cox Creek Shopping Center, Florence, AL | | | 13.5 | | | | 2.0 | | | | 03/12 | | | | 7.09 | |
Cypress Trace, Fort Myers, FL | | | 16.0 | | | | 2.4 | | | | 04/12 | | | | 5.00 | |
Waterfront Marketplace, Homestead, PA | | | 27.4 | | | | 4.1 | | | | 08/12 | | | | 6.35 | |
Waterfront Town Center, Homestead, PA | | | 36.1 | | | | 5.4 | | | | 08/12 | | | | 6.35 | |
Creeks at Virginia Center, Glen Allen, VA | | | 24.4 | | | | 3.7 | | | | 08/12 | | | | 6.37 | |
Willoughby Hills Shop Ctr, Willoughby Hills, OH | | | 10.6 | | | | 1.6 | | | | 07/18 | | | | 6.98 | |
| | | | | | | | | | | | | | | | |
Total DDRTC Core Retail Fund LLC | | $ | 1,181.0 | | | $ | 177.2 | | | | | | | | | |
| | | | |
DDR Domestic Retail Fund I | | | | | | | | | | | | | | | | |
Heather Island Plaza, Ocala, FL | | | 6.2 | | | | 1.2 | | | | 12/12 | | | | 5.00 | |
Hilliard Rome, Columbus, OH | | | 10.4 | | | | 2.1 | | | | 01/13 | | | | 5.87 | |
Meadows Square, Boynton Beach, FL | | | 1.1 | | | | 0.2 | | | | 07/13 | | | | 6.72 | |
Village Center, Racine, WI | | | 11.8 | | | | 2.4 | | | | 04/15 | | | | 4.21 | |
Paradise Promenade, Davie, FL | | | 6.1 | | | | 1.2 | | | | 04/15 | | | | 4.21 | |
West Falls Plaza, West Patterson, NJ | | | 11.5 | | | | 2.3 | | | | 04/15 | | | | 4.21 | |
DDR Domestic Retail Fund I (52 assets) | | | 885.0 | | | | 177.0 | | | | 07/17 | | | | 5.60 | |
| | | | | | | | | | | | | | | | |
Total DDR Domestic Retail Fund I | | $ | 932.1 | | | $ | 186.4 | | | | | | | | | |
| | | | |
Coventry II | | | | | | | | | | | | | | | | |
Bloomfield Park, Bloomfield Hills, MI | | $ | 39.8 | (2) | | $ | — | | | | 12/08 | | | | Prime + 300 | |
Westover Marketplace, San Antonio, TX | | | 20.3 | (3) | | | 4.1 | | | | 03/12 | | | | LIBOR + 350 | |
Coventry II DDR SM (31 assets) | | | 71.4 | (2) | | | 14.3 | | | | 09/12 | | | | LIBOR + 225 | |
Coventry II DDR SM (7 assets) | | | 27.9 | (2) | | | 5.6 | | | | 09/16 | | | | 6.75 | |
Buena Park, Buena Park, CA | | | 61.0 | | | | 12.2 | | | | 11/12 | | | | 9.00 | |
Marley Creek Square, Orland Park, IL | | | 10.6 | (2) | | | 1.1 | | | | 12/12 | | | | LIBOR + 125 | |
Watters Creek, Allen, TX | | | 138.2 | (3) | | | 22.5 | | | | 01/13 | | | | LIBOR + 300 | |
Fairplain Plaza, Benton Harbor, MI | | | 14.9 | | | | 3.0 | | | | 05/13 | | | | LIBOR + 350 | |
Totem Lake Mall, Kirkland, WA | | | 27.3 | | | | 5.5 | | | | 05/13 | | | | LIBOR + 350 | |
Christown Spectrum Mall, Phoenix, AZ | | | 46.0 | (3) | | | 9.2 | | | | 11/13 | | | | LIBOR + 343 | |
Christown Spectrum Mall, Phoenix, AZ | | | 19.0 | (3) | | | 3.8 | | | | 11/13 | | | | LIBOR + 1000 | |
Tri-County Mall, Cincinnati, OH | | | 150.6 | (2) | | | 30.1 | | | | 02/15 | | | | 5.66 | |
| | | | | | | | | | | | | | | | |
Total Coventry II | | $ | 627.0 | | | $ | 111.4 | | | | | | | | | |
| | | | |
DDR SAU Retail Fund, LLC | | | | | | | | | | | | | | | | |
Lewandowski Commons, Lyndhurst, NJ | | $ | 12.5 | | | $ | 2.5 | | | | 03/12 | | | | 5.77 | |
South Square, Durham, NC | | | 12.6 | | | | 2.5 | | | | 10/12 | | | | 5.06 | |
Shoppes at Wendover II, Greensboro, NC | | | 14.4 | | | | 2.9 | | | | 10/12 | | | | 5.06 | |
North Hampton Market (Phase I & II), Taylors, SC | | | 10.5 | | | | 2.1 | | | | 10/12 | | | | 5.08 | |
Oakland Market Place, Oakland, TN | | | 3.6 | | | | 0.7 | | | | 10/12 | | | | 5.04 | |
Crossroads Square, Morristown, TN | | | 4.9 | | | | 1.0 | | | | 12/12 | | | | 5.31 | |
Cascade Corners, Atlanta, GA | | | 4.0 | | | | 0.8 | | | | 12/12 | | | | 5.42 | |
Hilander Village, Roscoe, IL | | | 9.4 | | | | 1.9 | | | | 12/12 | | | | 5.41 | |
Glenlake Plaza, Indianapolis, IN | | | 8.2 | | | | 1.6 | | | | 12/12 | | | | 5.44 | |
Broadmoor Plaza, South Bend, IN | | | 11.0 | | | | 2.2 | | | | 12/12 | | | | 5.44 | |
Milan Plaza, Milan, MI | | | 2.2 | | | | 0.4 | | | | 12/12 | | | | 5.49 | |
West Towne Commons, Jackson, TN | | | 4.8 | | | | 1.0 | | | | 12/12 | | | | 5.44 | |
American Way, Memphis, TN | | | 6.7 | | | | 1.3 | | | | 12/12 | | | | 5.44 | |
Kroger Junction, Pasadena, TX | | | 3.8 | | | | 0.8 | | | | 12/12 | | | | 5.44 | |
Kroger Plaza, Virginia Beach, VA | | | 1.8 | | | | 0.4 | | | | 12/12 | | | | 5.44 | |
Willowbrook Commons, Nashville, TN | | | 7.0 | | | | 1.4 | | | | 03/13 | | | | 5.41 | |
Harper Hill Commons, Winston Salem, NC | | | 10.3 | | | | 2.0 | | | | 04/13 | | | | 5.79 | |
The Point, Greenville, SC | | | 15.8 | | | | 3.2 | | | | 04/13 | | | | 5.64 | |
Plaza at Carolina Forest, Myrtle Beach, SC | | | 14.2 | | | | 2.8 | | | | 05/13 | | | | 5.97 | |
Alexander Pointe, Salisbury, NC | | | 5.1 | | | | 1.0 | | | | 08/13 | | | | 5.92 | |
Patterson Place, Durham, NC | | | 20.3 | | | | 4.1 | | | | 12/13 | | | | 5.67 | |
| | | | | | | | | | | | | | | | |
Total DDR SAU Retail Fund LLC | | $ | 183.1 | | | $ | 36.6 | | | | | | | | | |
48
DDR
Quarterly Financial Supplement
For the year ended December 31, 2011
Joint Venture Debt Detail
(In Millions)
| | | | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Proportionate Share | | | Final Maturity Date (1) | | | Interest Rate | |
Sonae Sierra Brasil BV Sarl | | | | | | | | | | | | | | | | |
Sonae Sierra Brasil Limitadas, Brazil | | $ | 9.3 | | | $ | 3.1 | | | | 11/15 | | | | CDI + 285 | |
Patio Boavista, Brazil | | | 12.9 | | | | 4.3 | | | | 11/16 | | | | CDI + 330 | |
Shopping Metropole, Brazil | | | 28.3 | | | | 9.4 | | | | 05/18 | | | | TR + 1030 | |
Manaura Shopping, Brazil | | | 68.6 | | | | 22.9 | | | | 12/20 | | | | 10.00 | |
Patio Londrina, Brazil | | | 28.7 | | | | 9.6 | | | | 10/25 | | | | TR + 1090 | |
Patio Uberlandia, Brazil | | | 38.1 | | | | 12.7 | | | | 10/25 | | | | TR + 1130 | |
| | | | | | | | | | | | | | | | |
Total Sonae Sierra Brasil BV Sarl | | $ | 185.9 | | | $ | 62.0 | | | | | | | | | |
| | | | |
DDRA Ahwatukee Foothills LLC, Phoenix, AZ | | | 106.2 | | | | 53.1 | | | | 08/12 | | | | 5.30 | |
DDRA Arrowhead Crossing LLC, Phoenix, AZ | | | 47.3 | | | | 23.7 | | | | 08/12 | | | | 5.30 | |
DDRA Tanasbourne Town Center LLC, Portland, OR | | | 56.9 | | | | 28.5 | | | | 08/12 | | | | 5.30 | |
Jefferson County Plaza LLC, Arnold, MO | | | 3.5 | | | | 1.8 | | | | 08/12 | | | | LIBOR + 200 | |
Cole DDR MT Independence, Independence, MO | | | 34.1 | | | | 5.0 | | | | 10/12 | | | | 4.00 | |
DDR MDT PS, LLC (7 assets) | | | 86.0 | | | | — | | | | 07/13 | | | | 6.00 | |
DDR Markaz II (13 assets) | | | 150.5 | | | | 30.1 | | | | 11/14 | | | | 5.15 | |
Lennox Town Center Limited, Columbus, OH | | | 1.0 | | | | 0.5 | | | | 07/17 | | | | 6.44 | |
Lennox Town Center Limited, Columbus, OH | | | 26.0 | | | | 13.0 | | | | 07/17 | | | | 5.64 | |
RO & SW Realty LLC (9 assets) | | | 21.8 | | | | 5.5 | | | | 10/20 | | | | 5.25 | |
Sun Center Limited, Columbus, OH | | | 23.5 | | | | 18.7 | | | | 04/21 | | | | 5.99 | |
RVIP IIIB, Deer Park, IL | | | 74.7 | | | | 19.2 | | | | 09/21 | | | | 4.84 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 631.5 | | | $ | 199.1 | | | | | | | | | |
| | | | |
Subtotal | | $ | 3,740.6 | | | $ | 772.7 | | | | | | | | | |
Fair Market Value Adjustment—Assumed Debt | | $ | 1.6 | | | $ | 0.2 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Total Joint Venture Debt | | $ | 3,742.2 | | | $ | 772.9 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Joint Venture Debt: | | | | | | | | Wtd. Avg. Maturity | | | Wtd. Avg. Interest Rate | |
Fixed Rate | | $ | 3,084.5 | | | $ | 646.0 | | | | 3.6 years | | | | 5.66 | % |
Variable Rate | | | 656.1 | | | | 126.7 | | | | 3.8 years | | | | 5.73 | % |
| | | | | | | | | | | | | | | | |
| | $ | 3,740.6 | | | $ | 772.7 | | | | 3.6 years | | | | 5.67 | % |
| | | | | | | | | | | | | | | | |
DERIVATIVE INSTRUMENTS
| | | | | | | | | | | | | | | | | | |
| | Notional Amount | | | Underlying Debt Hedged | | Rate Hedged | | | Capped Rate | | | Termination Date | |
Interest Rate Cap | | $ | 76.1 | | | Coventry II DDR SM | | | 1 mo. LIBOR | | | | 3.00 | % | | | September 1, 2012 | |
Interest Rate Cap | | $ | 65.0 | | | Coventry II Christown Spectrum Mall | | | 1 mo. LIBOR | | | | 2.85 | % | | | November 22, 2013 | |
Notes:
(1) | Assumes borrower extension options are exercised. |
(2) | Includes approximately $300.3 million of non-recourse debt of which the Company’s proportionate share is $48.1 million of debt associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
(3) | The following loans have floor interest rates: |
| | |
Loan | | Floor |
Westover Marketplace, San Antonio, TX | | 1 month LIBOR of 2.00% |
Watters Creek, Allen, TX | | 1 month LIBOR of 0.50% |
Christown Spectrum Mall, Phoenix, AZ | | 1 month LIBOR of 0.26% |
49
DDR
Quarterly Financial Supplement
| | |
Corporate Headquarters | | Investor Relations |
DDR Corp. | | Samir Khanal |
3300 Enterprise Parkway | | Toll Free: (877) 225-5337 |
Beachwood, Ohio 44122 | | Main: (216) 755-5500 |
Website: www.ddr.com | | Email: skhanal@ddr.com |
| | | | | | |
Equity Research Coverage | | | | | | |
BofA Merrill Lynch | | Craig Schmidt | | craig.schmidt@baml.com | | (646) 855-3640 |
| | Lindsay Schroll | | lindsay.schroll@baml.com | | (646) 855-1829 |
| | | |
Citigroup | | Michael Bilerman | | michael.bilerman@citi.com | | (212) 816-1383 |
| | Quentin Velleley | | quentin.velleley@citi.com | | (212) 816-6981 |
| | | |
Cowen & Company | | Jim Sullivan | | james.sullivan@cowen.com | | (646) 562-1380 |
| | Mike Gorman | | michael.gorman@cowen.com | | (646) 562-1381 |
| | | |
Deutsche Bank | | John Perry | | john.perry@db.com | | (212) 250-4912 |
| | Vincent Chao | | vincent.chao@db.com | | (212) 250-6799 |
| | | |
DISCERN, Inc. | | Dave Wigginton | | dwigginton@discern.com | | (646) 863-4177 |
| | | |
Goldman Sachs | | Jay Habermann | | jonathan.habermann@gs.com | | (917) 343-4260 |
| | Ji Young Kim | | jiyoung.kim@gs.com | | (212) 902-4736 |
| | | |
Green Street Advisors | | Cedrik Lachance | | clachance@greensteetadvisors.com | | (949) 640-8780 |
| | Jason White | | jwhite@greenstreetadvisors.com | | (949) 640-8780 |
| | | |
Hilliard Lyons | | Carol Kemple | | ckemple@hilliard.com | | (502) 588-1839 |
| | | |
ISI Group | | Steve Sakwa | | ssakwa@isigrp.com | | (212) 446-9462 |
| | Samit Parikh | | sparikh@isigrp.com | | (212) 888-3796 |
| | | |
Jefferies and Company | | Tayo Okusanya | | tokusanya@jefferies.com | | (212) 336-7076 |
| | | |
J.P. Morgan | | Michael Mueller | | michael.w.mueller@jpmorgan.com | | (212) 622-6689 |
| | | |
KeyBanc Capital Markets | | Jordan Sadler | | jsadler@keybanccm.com | | (917) 368-2280 |
| | Todd Thomas | | tthomas@keybanccm.com | | (917) 368-2286 |
| | | |
Macquarie | | Ki Bin Kim | | kibin.kim@macquarie.com | | (212) 231-6386 |
| | | |
Morgan Stanley | | Paul Morgan | | paul.b.morgan@morganstanley.com | | (415) 576-2627 |
| | Stephen Bakke | | stephen.bakke@morganstanley.com | | (415) 576-2696 |
| | | |
RBC Capital Markets | | Rich Moore | | rich.moore@rbccm.com | | (440) 715-2646 |
| | Wes Golladay | | wes.golladay@rbccm.com | | (440) 715-2650 |
| | | |
Sandler O’Neill | | Alex Goldfarb | | agoldfarb@sandleroneill.com | | (212) 466-7937 |
| | James Milam | | jmilam@sandleroneill.com | | (212) 466-8066 |
| | | |
UBS | | Ross Nussbaum | | ross.nussbaum@ubs.com | | (212) 713-2484 |
| | Christy McElroy | | christy.mcelroy@ubs.com | | (203) 719-7831 |
| | | |
Wells Fargo | | Jeff Donnelly | | jeff.donnelly@wellsfargo.com | | (617) 603-4262 |
| | Tamara Fique | | tamara.fique@wellsfargo.com | | (443) 263-6568 |
| | | |
Fixed Income Research Coverage | | | | | | |
| | | |
BofA Merrill Lynch | | Tom Truxillo | | thomas.c.truxillo_jr@baml.com | | (980) 386-5212 |
| | | |
Citigroup | | Tom Cook | | thomas.n.cook@citigroup.com | | (212) 723-1112 |
| | | |
J.P. Morgan | | Mark Streeter | | mark.streeter@jpmorgan.com | | (212) 834-5086 |
| | | |
RBC Capital Markets | | Seth Levine | | seth.levine@rbccm.com | | (212) 618-3523 |
| | | |
Wells Fargo | | Thierry Perrein | | thierry.perrein@wachovia.com | | (704) 715-8455 |
50