Exhibit 99.2
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Investor Relations Department— 3300 Enterprise Parkway Beachwood, Ohio 44122— p. 216.755.5500 f. 216.755.1500— www.ddr.com
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Table of Contents
| | | | |
Section | | Page | |
Earnings Release & Financial Statements | | | | |
Press Release | | | 1-13 | |
| |
Financial Summary | | | | |
FFO Reconciliation | | | 14 | |
Additional Financial Disclosures | | | 15 | |
Debt / EBITDA Calculation | | | 16 | |
Significant Accounting Policies | | | 17-18 | |
Other Real Estate Information | | | 19 | |
| |
Joint Venture Financial Summary | | | | |
Joint Venture Investment Summary | | | 20 | |
Joint Venture Combining Financial Statements | | | 21-22 | |
| |
Investment Summary | | | | |
Acquisitions | | | 23 | |
Dispositions | | | 24 | |
Developments and Redevelopments | | | 25-26 | |
Development Projects Primarily on Hold | | | 27 | |
| |
Portfolio Summary | | | | |
Portfolio Characteristics | | | 28 | |
Lease Expirations | | | 29 | |
Leasing Summary | | | 30-31 | |
Net Effective Rents | | | 32 | |
Largest Tenants | | | 33 | |
| |
Debt Summary | | | | |
Market Capitalization, Ratings and Financial Ratios | | | 34 | |
Summary of Consolidated Debt | | | 35 | |
Summary of Joint Venture Debt | | | 36 | |
Consolidated Debt Detail | | | 37-39 | |
Joint Venture Debt Detail | | | 40-41 | |
| |
Analyst Coverage | | | | |
Contact Information | | | 42 | |
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 three and six months ended June 30, 2013. 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, 2012, as amended. 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: |
Matt Schuler | | | | Samir Khanal |
Communications Manager | | | | Senior Director of Investor Relations |
216.755.5500 | | | | 216.755.5500 |
mschuler@ddr.com | | | | skhanal@ddr.com |
DDR REPORTS AN 8.0% INCREASE IN OPERATING FFO PER DILUTED SHARE
TO $0.27 FOR THE QUARTER ENDED JUNE 30, 2013
BEACHWOOD, OHIO, July 31, 2013 – DDR Corp. (NYSE: DDR) today announced operating results for the second quarter ended June 30, 2013.
SIGNIFICANT SECOND QUARTER ACTIVITY
| • | | Generated Operating FFO of $0.27 per diluted share, an increase of 8.0% compared to second quarter of 2012 |
| • | | Executed 461 new leases and renewals for 2.8 million square feet |
| • | | Increased the portfolio leased rate by 20 basis points to 94.6% at June 30, 2013 from 94.4% at March 31, 2013 and by 90 basis points from 93.7% at June 30, 2012 |
| • | | Generated positive leasing spreads, with new leases up 12.0% at 100% ownership and 12.8% on a pro rata basis, and renewals up 7.0% at 100% ownership and 7.7% on a pro rata basis; blended spreads were up 7.9% at 100% ownership and 8.6% on a pro rata basis |
| • | | Generated same store net operating income growth of 3.1% at 100% ownership and 3.0% on a pro rata basis as compared to the prior year |
| • | | Opened Belgate Shopping Center, a 100% leased, 900,000-square-foot prime power center located in Charlotte, North Carolina, anchored by IKEA, Walmart and a complementary line-up of junior anchors including Marshalls, ULTA, Old Navy, Petco, World Market, Hobby Lobby and Shoe Carnival |
| • | | Acquired $106 million of prime assets |
| • | | Completed the disposition of $64 million of non-prime assets; DDR’s pro rata gross proceeds were $60 million |
| • | | Issued $45 million of common shares to fund the net investment in prime assets |
| • | | Issued $150 million of 6.250% Class K preferred shares, the net proceeds of which were used to redeem $150 million of 7.375% Class H preferred shares |
| • | | Entered into an agreement to acquire 30 prime assets from its existing joint venture with an affiliate of The Blackstone Group L.P. (“Blackstone”), which is expected to close in the fourth quarter of 2013 |
| • | | Issued $300 million of 3.375% senior unsecured notes due 2023 and entered into forward sale agreements to sell 39.1 million common shares for gross proceeds of $739 million to fund the Blackstone transaction. The Company expects to settle the forward sale agreements no later than October 31, 2013 |
“We are very pleased with the consistently strong performance of our assets during the quarter and year-to-date. The day-to-day momentum within the portfolio combined with opportunistic transactional activity and support from the capital markets has enabled continued execution of our strategic objectives for the benefit of all stakeholders,” commented DDR’s chief executive officer, Daniel B. Hurwitz.
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FINANCIAL HIGHLIGHTS
The Company’s second quarter Operating Funds From Operations attributable to common shareholders (“Operating FFO”) increased to $86.1 million, or $0.27 per diluted share, which compares to $71.6 million, or $0.25 per diluted share, for the prior-year comparable period. The increase in Operating FFO for the three-month period ended June 30, 2013, as compared to the same period in 2012, primarily is due to organic growth and shopping center acquisitions, partially offset by asset dispositions.
Funds From Operations attributable to common shareholders (“FFO”) for the three-month period ended June 30, 2013, increased to $80.0 million, or $0.25 per diluted share, which compares to $78.1 million, or $0.27 per diluted share, for the prior-year comparable period. The increase in FFO for the three-month period ended June 30, 2013, as compared to the same period in 2012, primarily is due to the same factors impacting Operating FFO, as well as a reduction in impairment charges of non-depreciable assets and the loss on debt retirement related to the Company’s repurchase of unsecured senior notes partially offset by the write-off of the original issuance costs from the redemption of the Company’s 7.375% Class H cumulative redeemable preferred shares (“Class H Preferred Shares”) in 2013 and the gain on change in control of interests recorded in 2012.
Operating FFO for the six-month period ended June 30, 2013 increased to $172.1 million, or $0.54 per diluted share, which compares to $138.4 million, or $0.49 per diluted share, for the prior-year comparable period. The increase in Operating FFO for the six-month period ended June 30, 2013, as compared to the same period in 2012, primarily is due to the same factors impacting Operating FFO for the three-month period.
FFO for the six-month period ended June 30, 2013 increased to $162.5 million, or $0.51 per diluted share, which compares to $137.8 million, or $0.49 per diluted share, for the prior-year comparable period. The increase in FFO for the six-month period ended June 30, 2013, as compared to the same period in 2012, primarily is due to the same factors impacting FFO for the three-month period.
Net loss attributable to common shareholders for the three-month period ended June 30, 2013, was $36.0 million, or $0.11 per diluted share, which compares to net loss of $44.5 million, or $0.16 per diluted share, for the prior-year comparable period. Net loss attributable to common shareholders for the six-month period ended June 30, 2013, was $36.8 million, or $0.12 per diluted share, which compares to net loss of $66.5 million, or $0.24 per diluted share, for the prior-year comparable period. The decrease in net loss attributable to common shareholders for the three- and six-month periods ended June 30, 2013, as compared to the same periods in 2012, primarily is due to the same factors impacting FFO.
LEASING & PORTFOLIO OPERATIONS
The following results for the three-month period ended June 30, 2013, highlight continued strong leasing activity throughout the portfolio:
| • | | Executed 190 new leases aggregating approximately 0.9 million square feet and 271 renewals aggregating 1.9 million square feet |
| • | | Generated positive leasing spreads for the second quarter, with new leases up 12.0% at 100% ownership and 12.8% on a pro rata basis, and renewals up 7.0% at 100% ownership and 7.7% on a pro rata basis; blended spreads were up 7.9% at 100% ownership and 8.6% on a pro rata basis |
| • | | The portfolio leased rate increased to 94.6% at June 30, 2013, as compared to 94.4% at March 31, 2013 and 93.7% at June 30, 2012 |
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| • | | Same store net operating income (“NOI”) increased by 3.1% at 100% ownership for the three-month period ended June 30, 2013 as compared to the prior-year comparable period and 3.0% on a pro rata basis |
In May 2013, the Company opened Belgate Shopping Center, a 100% leased, 900,000-square-foot prime power center located in Charlotte, North Carolina, anchored by IKEA, Walmart and a complementary line-up of junior anchors including Marshalls, ULTA, Old Navy, Petco, World Market, Hobby Lobby and Shoe Carnival. The project, which was initially acquired in June 2012, was completed ahead of schedule with a total net projected cost of $20 million.
ACQUISITIONS & FINANCINGS
In May 2013, the Company entered into a purchase agreement to acquire its partner’s 95% interest in a portfolio of 30 prime shopping centers. The acquisition, which is expected to close in the fourth quarter of 2013, is subject to customary closing conditions. The portfolio is comprised primarily of market dominant prime power centers located in top 40 MSA’s and includes Shoppers World in Boston, Woodfield Village Green in Chicago, Fairfax Towne Center in Washington DC, and Riverdale Village in Minneapolis. The properties have been owned, developed, leased and managed through various ventures since 1995. The portfolio is comprised of 11.8 million total square feet, is 95% leased, and consists of large format centers with an average size of approximately 400,000 square feet, 20% larger than the average DDR prime power center.
In April 2013, the Company acquired its partner’s 85% interest in five prime unencumbered power centers for $94 million. The Company funded its investment primarily with proceeds from asset sales and the issuance of common equity. The acquisitions include The Walk at Highwoods Preserve (Tampa, FL), Douglasville Pavilion (Atlanta, GA), Commonwealth Center and Chesterfield Crossing (Richmond, VA) and Jefferson Plaza (Newport News, VA). The 1.3 million square foot, 98% leased portfolio is anchored by national high credit quality retailers such as Walmart, Target, Costco, Home Depot, T.J. Maxx, Ross Dress for Less, PetSmart, The Fresh Market, and Pier One.
In the second quarter of 2013, the Company originated $28.5 million of mezzanine loans on two retail assets in Chicago. These loans are secured by a development project and a stabilized prime shopping center. The interest rates are 9.5% and 9.0%, respectively.
In the second quarter of 2013, the Company issued 2.5 million new common shares at a weighted-average price of $17.83 per share, generating gross proceeds of $45 million, which were used to partially fund the acquisition of five prime assets.
In May 2013, the Company issued $300 million aggregate principal amount of 3.375% senior unsecured notes due May 2023. The Company also entered into forward sale agreements to issue 39.1 million common shares at a price of $18.90 per share. The Company expects to settle the forward sale agreements no later than October 31, 2013. The net proceeds from these two financings are expected to be used to fund the Blackstone acquisition.
In April 2013, the Company issued $150 million of 6.250% Class K cumulative redeemable preferred shares at a price of $25.00 per depositary share. In addition, the Company redeemed $150 million of its Class H Preferred Shares at a redemption price of $25.1127 per depositary share (the sum of $25.00 per depositary share and dividends per share of $0.1127 prorated to the redemption date). The Company recorded a non-cash charge of $5.2 million to net income attributable to common shareholders in the second quarter of 2013 related to the prorated write-off of the Class H Cumulative Redeemable Preferred Shares’ original issuance costs.
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DISPOSITIONS
In the second quarter of 2013, the Company sold 10 consolidated operating shopping centers, aggregating approximately 0.5 million square feet, plus non-income producing assets generating gross proceeds of approximately $59.3 million. The Company’s unconsolidated joint ventures sold one operating shopping center aggregating approximately 0.1 million square feet generating gross proceeds of approximately $5.1 million. The Company’s pro rata share of the gross proceeds was $60 million and it recorded an aggregate net loss of approximately $3.6 million related to asset sales in the second quarter of 2013.
2013 GUIDANCE
There has been no change in Operating FFO per share guidance since the last update provided on May 15, 2013, when the Company raised the bottom end of the range from $1.07 to $1.08. The Company continues to estimate Operating FFO for 2013 between $1.08 and $1.11 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.
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 (v) 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. Other real estate companies may calculate FFO and Operating FFO in a different manner. Operating FFO 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, our ability to successfully complete the proposed acquisition of properties from the Blackstone joint venture, 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
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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 ended June 30, 2013. 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, 2012, as amended. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
ABOUT DDR CORP.
DDR is an owner and manager of 435 value-oriented shopping centers representing 115 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, as well as onTwitter,LinkedIn,Facebook andPinterest.
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, August 1, 2013, at 10:00 a.m. Eastern Time. To participate, please dial 877.415.3181 (domestic), or 857.244.7324 (international) at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 80759747. Access to the live call and replay will also be available through the Company’s website. The replay will be available through August 8, 2013.
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DDR Corp.
Financial Highlights
(In Thousands)
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues: | | | | | | | | | | | | | | | | |
Minimum rents | | $ | 146,988 | | | $ | 130,803 | | | $ | 290,154 | | | $ | 257,671 | |
Percentage and overage rents | | | 720 | | | | 613 | | | | 2,469 | | | | 1,994 | |
Recoveries from tenants | | | 46,813 | | | | 41,284 | | | | 93,711 | | | | 83,300 | |
Ancillary and other property income | | | 7,477 | | | | 6,640 | | | | 13,158 | | | | 12,641 | |
Management, development and other fee income | | | 10,191 | | | | 11,222 | | | | 20,912 | | | | 22,976 | |
Other(A) | | | 4,898 | | | | 132 | | | | 5,526 | | | | 707 | |
| | | | | | | | | | | | | | | | |
| | | 217,087 | | | | 190,694 | | | | 425,930 | | | | 379,289 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Operating and maintenance | | | 34,290 | | | | 30,151 | | | | 67,567 | | | | 62,750 | |
Real estate taxes | | | 27,677 | | | | 24,883 | | | | 55,146 | | | | 49,412 | |
Impairment charges(B) | | | 34,439 | | | | 42,101 | | | | 37,525 | | | | 42,132 | |
General and administrative | | | 20,117 | | | | 19,131 | | | | 39,877 | | | | 38,144 | |
Depreciation and amortization | | | 69,887 | | | | 62,247 | | | | 138,331 | | | | 120,315 | |
| | | | | | | | | | | | | | | | |
| | | 186,410 | | | | 178,513 | | | | 338,446 | | | | 312,753 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 5,797 | | | | 2,328 | | | | 13,674 | | | | 4,168 | |
Interest expense(C) | | | (55,816 | ) | | | (53,685 | ) | | | (110,240 | ) | | | (108,722 | ) |
Loss on debt retirement, net | | | — | | | | (7,892 | ) | | | — | | | | (13,495 | ) |
Other income (expense), net(D) | | | 1,895 | | | | (3,656 | ) | | | (1,006 | ) | | | (5,233 | ) |
| | | | | | | | | | | | | | | | |
| | | (48,124 | ) | | | (62,905 | ) | | | (97,572 | ) | | | (123,282 | ) |
| | | | | | | | | | | | | | | | |
Loss before earnings from equity method investments and other items | | | (17,447 | ) | | | (50,724 | ) | | | (10,088 | ) | | | (56,746 | ) |
Equity in net (loss) income of joint ventures | | | (1,191 | ) | | | 3,232 | | | | 1,763 | | | | 11,480 | |
Impairment of joint venture investments(B) | | | — | | | | — | | | | — | | | | (560 | ) |
Gain on change in control of interests | | | 1,066 | | | | 39,348 | | | | 1,066 | | | | 39,348 | |
Tax expense of taxable REIT subsidiaries and state franchise and income taxes | | | (1,716 | ) | | | (367 | ) | | | (2,083 | ) | | | (544 | ) |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (19,288 | ) | | | (8,511 | ) | | | (9,342 | ) | | | (7,022 | ) |
Loss from discontinued operations(E) | | | (2,305 | ) | | | (34,103 | ) | | | (5,700 | ) | | | (51,138 | ) |
| | | | | | | | | | | | | | | | |
Loss before (loss) gain on disposition of real estate | | | (21,593 | ) | | | (42,614 | ) | | | (15,042 | ) | | | (58,160 | ) |
(Loss) gain on disposition of real estate, net of tax | | | (1,525 | ) | | | 5,234 | | | | (1,582 | ) | | | 5,899 | |
| | | | | | | | | | | | | | | | |
Net loss | | | (23,118 | ) | | | (37,380 | ) | | | (16,624 | ) | | | (52,261 | ) |
Income attributable to non-controlling interests | | | (195 | ) | | | (120 | ) | | | (386 | ) | | | (296 | ) |
| | | | | | | | | | | | | | | | |
Net loss attributable to DDR | | $ | (23,313 | ) | | $ | (37,500 | ) | | $ | (17,010 | ) | | $ | (52,557 | ) |
Write-off of preferred share original issuance costs(F) | | | (5,246 | ) | | | — | | | | (5,246 | ) | | | — | |
Preferred dividends | | | (7,475 | ) | | | (6,967 | ) | | | (14,505 | ) | | | (13,934 | ) |
| | | | | | | | | | | | | | | | |
Net loss attributable to common shareholders | | $ | (36,034 | ) | | $ | (44,467 | ) | | $ | (36,761 | ) | | $ | (66,491 | ) |
| | | | | | | | | | | | | | | | |
Funds From Operations (“FFO”): | | | | | | | | | | | | | | | | |
Net loss attributable to common shareholders | | $ | (36,034 | ) | | $ | (44,467 | ) | | $ | (36,761 | ) | | $ | (66,491 | ) |
Depreciation and amortization of real estate investments | | | 68,122 | | | | 61,697 | | | | 135,138 | | | | 120,144 | |
Equity in net loss (income) of joint ventures | | | 1,191 | | | | (3,232 | ) | | | (1,763 | ) | | | (11,480 | ) |
Impairment of depreciable joint venture investments | | | — | | | | — | | | | — | | | | 560 | |
Joint ventures’ FFO | | | 12,146 | | | | 12,633 | | | | 24,372 | | | | 26,618 | |
Non-controlling interests (OP Units) | | | 54 | | | | 48 | | | | 108 | | | | 96 | |
Impairment of depreciable real estate assets | | | 32,422 | | | | 54,714 | | | | 40,101 | | | | 72,054 | |
Loss (gain) on disposition of depreciable real estate, net | | | 2,063 | | | | (3,320 | ) | | | 1,285 | | | | (3,680 | ) |
| | | | | | | | | | | | | | | | |
FFO attributable to common shareholders | | | 79,964 | | | | 78,073 | | | | 162,480 | | | | 137,821 | |
| | | | | | | | | | | | | | | | |
Non-operating items, net(G) | | | 6,130 | | | | (6,461 | ) | | | 9,666 | | | | 597 | |
| | | | | | | | | | | | | | | | |
Operating FFO | | $ | 86,094 | | | $ | 71,612 | | | $ | 172,146 | | | $ | 138,418 | |
| | | | | | | | | | | | | | | | |
Earnings per share – Diluted(H) | | $ | (0.11 | ) | | $ | (0.16 | ) | | $ | (0.12 | ) | | $ | (0.24 | ) |
| | | | | | | | | | | | | | | | |
Funds From Operations – Diluted(H) | | $ | 0.25 | | | $ | 0.27 | | | $ | 0.51 | | | $ | 0.49 | |
| | | | | | | | | | | | | | | | |
Operating Funds From Operations – Diluted(H) | | $ | 0.27 | | | $ | 0.25 | | | $ | 0.54 | | | $ | 0.49 | |
| | | | | | | | | | | | | | | | |
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DDR Corp.
Financial Highlights
(In Thousands)
Selected Balance Sheet Data
| | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
Assets: | | | | | | | | |
Real estate and rental property: | | | | | | | | |
Land | | $ | 1,887,999 | | | $ | 1,900,401 | |
Buildings | | | 5,868,717 | | | | 5,773,961 | |
Fixtures and tenant improvements | | | 522,103 | | | | 489,626 | |
| | | | | | | | |
| | | 8,278,819 | | | | 8,163,988 | |
Less: Accumulated depreciation | | | (1,757,530 | ) | | | (1,670,717 | ) |
| | | | | | | | |
| | | 6,521,289 | | | | 6,493,271 | |
Land held for development and construction in progress | | | 480,771 | | | | 475,123 | |
Real estate held for sale, net | | | 1,852 | | | | — | |
| | | | | | | | |
Real estate, net | | | 7,003,912 | | | | 6,968,394 | |
| | |
Investments in and advances to joint ventures | | | 597,182 | | | | 613,017 | |
Cash | | | 41,718 | | | | 31,174 | |
Restricted cash | | | 23,524 | | | | 23,658 | |
Notes receivable, net | | | 71,076 | | | | 68,718 | |
Receivables, including straight-line rent, net | | | 113,669 | | | | 126,228 | |
Other assets, net | | | 281,638 | | | | 224,648 | |
| | | | | | | | |
| | $ | 8,132,719 | | | $ | 8,055,837 | |
| | | | | | | | |
Liabilities & Equity: | | | | | | | | |
Indebtedness: | | | | | | | | |
Revolving credit facilities | | $ | 34,662 | | | $ | 147,905 | |
Unsecured debt | | | 2,450,592 | | | | 2,147,097 | |
Unsecured term loan | | | 350,000 | | | | 350,000 | |
Mortgage and other secured debt | | | 1,609,170 | | | | 1,674,141 | |
| | | | | | | | |
| | | 4,444,424 | | | | 4,319,143 | |
Dividends payable | | | 49,971 | | | | 44,210 | |
Other liabilities | | | 310,048 | | | | 326,024 | |
| | | | | | | | |
Total liabilities | | | 4,804,443 | | | | 4,689,377 | |
Preferred shares | | | 405,000 | | | | 405,000 | |
Common shares | | | 32,006 | | | | 31,524 | |
Paid-in-capital | | | 4,714,508 | | | | 4,629,257 | |
Accumulated distributions in excess of net income | | | (1,817,540 | ) | | | (1,694,822 | ) |
Deferred compensation obligation | | | 16,442 | | | | 15,556 | |
Accumulated other comprehensive income | | | (30,367 | ) | | | (27,925 | ) |
Less: Common shares in treasury at cost | | | (15,362 | ) | | | (16,452 | ) |
Non-controlling interests | | | 23,589 | | | | 24,322 | |
| | | | | | | | |
Total equity | | | 3,328,276 | | | | 3,366,460 | |
| | | | | | | | |
| | $ | 8,132,719 | | | $ | 8,055,837 | |
| | | | | | | | |
7
DDR Corp.
Financial Highlights
(A) | Other revenues were comprised of the following (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Lease termination fees | | $ | 4.7 | | | $ | — | | | $ | 5.2 | | | $ | 0.5 | |
Other miscellaneous | | | 0.2 | | | | 0.1 | | | | 0.3 | | | | 0.2 | |
| | | | | | | | | | | | | | | | |
| | $ | 4.9 | | | $ | 0.1 | | | $ | 5.5 | | | $ | 0.7 | |
| | | | | | | | | | | | | | | | |
(B) | The Company recorded impairment charges on the following (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Land held for development | | $ | — | | | $ | 6.4 | | | $ | — | | | $ | 6.4 | |
Undeveloped land | | | 2.6 | | | | 19.1 | | | | 2.6 | | | | 19.1 | |
Assets marketed for sale | | | 31.8 | | | | 16.6 | | | | 34.9 | | | | 16.6 | |
| | | | | | | | | | | | | | | | |
Total continuing operations | | | 34.4 | | | | 42.1 | | | | 37.5 | | | | 42.1 | |
Sold assets or assets held for sale | | | 0.5 | | | | 38.1 | | | | 5.1 | | | | 55.5 | |
| | | | | | | | | | | | | | | | |
Total discontinued operations | | | 0.5 | | | | 38.1 | | | | 5.1 | | | | 55.5 | |
| | | | | | | | | | | | | | | | |
Joint venture investments | | | — | | | | — | | | | — | | | | 0.6 | |
| | | | | | | | | | | | | | | | |
Total impairment charges | | $ | 34.9 | | | $ | 80.2 | | | $ | 42.6 | | | $ | 98.2 | |
| | | | | | | | | | | | | | | | |
(C) | The Company recorded the following in connection with its outstanding convertible debt (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Non-cash interest expense related to amortization of the debt discount | | $ | 2.7 | | | $ | 2.5 | | | $ | 5.3 | | | $ | 5.7 | |
(D) | Other income (expenses) were comprised of the following (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Transaction and other income (expenses) | | $ | — | | | $ | (2.5 | ) | | $ | (0.6 | ) | | $ | (3.1 | ) |
Litigation-related expenses | | | (0.4 | ) | | | (0.8 | ) | | | (0.7 | ) | | | (1.5 | ) |
Debt extinguishment gain (costs), net | | | 2.3 | | | | (0.4 | ) | | | 0.3 | | | | (0.6 | ) |
| | | | | | | | | | | | | | | | |
| | $ | 1.9 | | | $ | (3.7 | ) | | $ | (1.0 | ) | | $ | (5.2 | ) |
| | | | | | | | | | | | | | | | |
8
DDR Corp.
Financial Highlights
(E) | The operating results related to assets classified as discontinued operations are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues from operations | | $ | 1.8 | | | $ | 5.7 | | | $ | 4.5 | | | $ | 13.9 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | 0.6 | | | | 1.9 | | | | 1.4 | | | | 5.4 | |
Impairment charges | | | 0.5 | | | | 38.1 | | | | 5.1 | | | | 55.5 | |
Interest, net | | | 0.4 | | | | 1.3 | | | | 1.0 | | | | 3.2 | |
Depreciation and amortization | | | 0.5 | | | | 1.7 | | | | 1.2 | | | | 4.2 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 2.0 | | | | 43.0 | | | | 8.7 | | | | 68.3 | |
| | | | | | | | | | | | | | | | |
Loss before (loss) gain on disposition of real estate | | | (0.2 | ) | | | (37.3 | ) | | | (4.2 | ) | | | (54.4 | ) |
(Loss) gain on disposition of real estate, net | | | (2.1 | ) | | | 3.2 | | | | (1.5 | ) | | | 3.3 | |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (2.3 | ) | | $ | (34.1 | ) | | $ | (5.7 | ) | | $ | (51.1 | ) |
| | | | | | | | | | | | | | | | |
(F) | In May 2013, the Company redeemed $150 million of its Class H Preferred Shares. The Company recorded a non-cash charge of $5.2 million to net income attributable to common shareholders in the second quarter of 2013 related to the prorated write-off of the Preferred Shares’ original issuance costs. |
(G) | The gains and charges excluded from Operating FFO for the three- and six-month periods ended June 30, 2013 and 2012, respectively, are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Non-cash impairment charges – non-depreciable consolidated assets | | $ | 2.6 | | | $ | 25.5 | | | $ | 2.6 | | | $ | 25.5 | |
Loss on debt retirement, net | | | — | | | | 7.9 | | | | — | | | | 13.5 | |
Other expense (income), net – transaction costs, litigation costs and debt extinguishment (gain) costs | | | (1.6 | ) | | | 3.7 | | | | 1.5 | | | | 5.4 | |
Equity in net (income) loss of joint ventures – currency adjustments, debt extinguishment and other expenses | | | (0.5 | ) | | | 0.9 | | | | (0.3 | ) | | | 1.0 | |
Non-cash loss (gain) on disposition of non-depreciable real estate, net | | | 1.5 | | | | (5.2 | ) | | | 1.8 | | | | (5.5 | ) |
Non-cash gain on change in control of interests | | | (1.1 | ) | | | (39.3 | ) | | | (1.1 | ) | | | (39.3 | ) |
Non-cash write-off of preferred share original issuance costs | | | 5.2 | | | | — | | | | 5.2 | | | | — | |
| | | | | | | | | | | | | | | | |
Total adjustments from FFO to Operating FFO | | $ | 6.1 | | | $ | (6.5 | ) | | $ | 9.7 | | | $ | 0.6 | |
| | | | | | | | | | | | | | | | |
9
DDR Corp.
Financial Highlights
(H) | The Company’s per share information is as follows: |
| | | | | | | | |
| | At June 30, | |
| | 2013 | | | 2012 | |
Common shares outstanding | | | 320.1 | | | | 301.3 | |
OP Units outstanding (“OP Units”) | | | 0.4 | | | | 0.4 | |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Earnings per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | (0.11 | ) | | $ | (0.16 | ) | | $ | (0.12 | ) | | $ | (0.24 | ) |
| | | | | | | | | | | | | | | | |
Diluted | | $ | (0.11 | ) | | $ | (0.16 | ) | | $ | (0.12 | ) | | $ | (0.24 | ) |
| | | | | | | | | | | | | | | | |
Basic – average shares outstanding | | | 317.0 | | | | 280.4 | | | | 315.1 | | | | 277.8 | |
| | | | | | | | | | | | | | | | |
Diluted – average shares outstanding | | | 317.0 | | | | 280.4 | | | | 315.1 | | | | 277.8 | |
| | | | | | | | | | | | | | | | |
Dividends Declared: | | $ | 0.135 | | | $ | 0.12 | | | $ | 0.27 | | | $ | 0.24 | |
| | | | | | | | | | | | | | | | |
FFO per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.25 | | | $ | 0.28 | | | $ | 0.51 | | | $ | 0.49 | |
| | | | | | | | | | | | | | | | |
Diluted | | $ | 0.25 | | | $ | 0.27 | | | $ | 0.51 | | | $ | 0.49 | |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding | | | 319.2 | | | | 282.6 | | | | 317.4 | | | | 279.9 | |
| | | | | | | | | | | | | | | | |
Assumed conversion of OP Units | | | 0.4 | | | | 0.4 | | | | 0.4 | | | | 0.4 | |
| | | | | | | | | | | | | | | | |
FFO Weighted average common shares and OP Units – Basic | | | 319.6 | | | | 283.0 | | | | 317.8 | | | | 280.3 | |
| | | | | | | | | | | | | | | | |
Assumed conversion of dilutive securities | | | 0.5 | | | | 2.6 | | | | 0.5 | | | | 2.5 | |
| | | | | | | | | | | | | | | | |
FFO Weighted average common shares and OP Units – Diluted | | | 320.1 | | | | 285.6 | | | | 318.3 | | | | 282.8 | |
| | | | | | | | | | | | | | | | |
Operating FFO: | | | | | | | | | | | | | | | | |
Diluted | | $ | 0.27 | | | $ | 0.25 | | | $ | 0.54 | | | $ | 0.49 | |
| | | | | | | | | | | | | | | | |
Operating FFO Weighted average common shares and OP Units – Diluted | | | 320.1 | | | | 285.6 | | | | 318.3 | | | | 282.8 | |
| | | | | | | | | | | | | | | | |
10
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(In Thousands)
Combined condensed income statements
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues: | | | | | | | | | | | | | | | | |
Minimum rents | | $ | 134,527 | | | $ | 115,350 | | | $ | 269,285 | | | $ | 230,263 | |
Percentage and overage rents | | | 591 | | | | 399 | | | | 1,631 | | | | 578 | |
Recoveries from tenants | | | 32,981 | | | | 24,481 | | | | 66,826 | | | | 49,151 | |
Other | | | 16,721 | | | | 23,464 | | | | 33,805 | | | | 42,916 | |
| | | | | | | | | | | | | | | | |
| | | 184,820 | | | | 163,694 | | | | 371,547 | | | | 322,908 | |
| | | | |
Expenses: | | | | | | | | | | | | | | | | |
Operating and maintenance | | | 43,293 | | | | 48,250 | | | | 85,889 | | | | 83,395 | |
Real estate taxes | | | 21,729 | | | | 16,183 | | | | 44,020 | | | | 32,100 | |
Impairment charges(A) | | | 44,563 | | | | — | | | | 44,563 | | | | 840 | |
| | | | | | | | | | | | | | | | |
| | | 109,585 | | | | 64,433 | | | | 174,472 | | | | 116,335 | |
| | | | | | | | | | | | | | | | |
Net operating income | | | 75,235 | | | | 99,261 | | | | 197,075 | | | | 206,573 | |
Depreciation and amortization of real estate investments | | | 59,045 | | | | 41,863 | | | | 124,345 | | | | 81,550 | |
Interest expense | | | 60,059 | | | | 58,860 | | | | 122,258 | | | | 113,978 | |
| | | | | | | | | | | | | | | | |
(Loss) income before other items | | | (43,869 | ) | | | (1,462 | ) | | | (49,528 | ) | | | 11,045 | |
Income tax expense | | | (7,238 | ) | | | (6,200 | ) | | | (13,853 | ) | | | (12,190 | ) |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (51,107 | ) | | | (7,662 | ) | | | (63,381 | ) | | | (1,145 | ) |
Discontinued operations: | | | | | | | | | | | | | | | | |
Loss from operations | | | (87 | ) | | | (8,287 | ) | | | (62 | ) | | | (10,534 | ) |
(Loss) gain on disposition, net | | | (369 | ) | | | 247 | | | | (5,906 | ) | | | 107 | |
| | | | | | | | | | | | | | | | |
Loss before gain (loss) on disposition of assets | | | (51,563 | ) | | | (15,702 | ) | | | (69,349 | ) | | | (11,572 | ) |
Gain (loss) on disposition of assets, net | | | 164 | | | | (750 | ) | | | 643 | | | | 13,102 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (51,399 | ) | | $ | (16,452 | ) | | $ | (68,706 | ) | | $ | 1,530 | |
Non-controlling interests | | | (6,695 | ) | | | (4,600 | ) | | | (13,914 | ) | | | (13,534 | ) |
| | | | | | | | | | | | | | | | |
Net loss attributable to unconsolidated joint ventures | | $ | (58,094 | ) | | $ | (21,052 | ) | | $ | (82,620 | ) | | $ | (12,004 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income at DDR’s ownership interests | | $ | (1,522 | ) | | $ | 3,171 | | | $ | 1,528 | | | $ | 13,351 | |
Basis differences | | | 331 | | | | 61 | | | | 235 | | | | (1,871 | ) |
| | | | | | | | | | | | | | | | |
Equity in net (loss) income of joint ventures | | $ | (1,191 | ) | | $ | 3,232 | | | $ | 1,763 | | | $ | 11,480 | |
| | | | | | | | | | | | | | | | |
FFO at DDR’s ownership interests(B) | | $ | 12,146 | | | $ | 12,633 | | | $ | 24,372 | | | $ | 26,618 | |
| | | | | | | | | | | | | | | | |
Operating FFO at DDR’s ownership interests(B) | | $ | 11,640 | | | $ | 13,556 | | | $ | 24,082 | | | $ | 27,659 | |
| | | | | | | | | | | | | | | | |
11
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(In Thousands)
Combined condensed balance sheets
| | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
Land | | $ | 1,529,795 | | | $ | 1,569,548 | |
Buildings | | | 4,632,324 | | | | 4,681,462 | |
Fixtures and tenant improvements | | | 266,917 | | | | 244,293 | |
| | | | | | | | |
| | | 6,429,036 | | | | 6,495,303 | |
Less: Accumulated depreciation | | | (881,857 | ) | | | (833,816 | ) |
| | | | | | | | |
| | | 5,547,179 | | | | 5,661,487 | |
Land held for development and construction in progress(C) | | | 277,314 | | | | 348,822 | |
| | | | | | | | |
Real estate, net | | | 5,824,493 | | | | 6,010,309 | |
Cash and restricted cash | | | 368,948 | | | | 467,200 | |
Receivables, including straight-line rent, net | | | 101,938 | | | | 99,098 | |
Other assets, net | | | 380,154 | | | | 427,014 | |
| | | | | | | | |
| | $ | 6,675,533 | | | $ | 7,003,621 | |
| | | | | | | | |
Mortgage debt(D) | | $ | 4,141,601 | | | $ | 4,246,407 | |
Notes and accrued interest payable to DDR | | | 153,042 | | | | 143,338 | |
Other liabilities | | | 295,990 | | | | 342,614 | |
| | | | | | | | |
| | | 4,590,633 | | | | 4,732,359 | |
Redeemable preferred equity | | | 167,060 | | | | 154,556 | |
Accumulated equity | | | 1,917,840 | | | | 2,116,706 | |
| | | | | | | | |
| | $ | 6,675,533 | | | $ | 7,003,621 | |
| | | | | | | | |
12
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(A) | For the three- and six-month periods ended June 30, 2013, impairment charges were recorded primarily on assets that are in the process of being marketed for sale of which the Company’s proportionate share was approximately $4.7 million. |
(B) | FFO and Operating FFO from unconsolidated joint ventures are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | Three-Month Periods Ended June 30, | | | Six-Month Periods Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Net loss attributable to unconsolidated joint ventures | | $ | (58.1 | ) | | $ | (21.1 | ) | | $ | (82.6 | ) | | $ | (12.0 | ) |
Depreciation and amortization of real estate investments | | | 57.5 | | | | 44.1 | | | | 122.3 | | | | 89.4 | |
Impairment of depreciable real estate assets | | | 44.6 | | | | 6.9 | | | | 44.6 | | | | 8.2 | |
Loss (gain) on sale of depreciable real estate | | | 0.4 | | | | 0.5 | | | | 5.4 | | | | (13.2 | ) |
| | | | | | | | | | | | | | | | |
FFO | | $ | 44.4 | | | $ | 30.4 | | | $ | 89.7 | | | $ | 72.4 | |
| | | | | | | | | | | | | | | | |
FFO at DDR ownership interests | | $ | 12.1 | | | $ | 12.6 | | | $ | 24.4 | | | $ | 26.6 | |
| | | | | | | | | | | | | | | | |
Operating FFO at DDR’s ownership interests(1) | | $ | 11.6 | | | $ | 13.5 | | | $ | 24.1 | | | $ | 27.6 | |
| | | | | | | | | | | | | | | | |
DDR joint venture distributions received, net | | $ | 12.0 | | | $ | 11.9 | | | $ | 14.4 | | | $ | 16.4 | |
| | | | | | | | | | | | | | | | |
(1) | Excluded from Operating FFO is the Company’s proportionate share of net activity related to foreign currency adjustments, debt extinguishments and other expenses as disclosed on page 9 of this press release. |
(C) | The Company’s proportionate share of land held for development and construction in progress is as follows (in millions): |
| | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
Company’s proportionate share | | $ | 75.5 | | | $ | 100.9 | |
(D) | Mortgage debt consists of the following (in millions): |
| | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
Company’s proportionate share | | $ | 712.8 | | | $ | 724.9 | |
Non-recourse debt included above for which the Company has written its investment down to zero and is receiving no allocation of income, loss or FFO | | | 52.8 | | | | 48.2 | |
13
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
FFO Reconciliation
(In Millions, Except Per Share Information)
| | | | | | | | | | | | | | | | |
| | 2Q13 | | | 2Q12 | | | 6M13 | | | 6M12 | |
Funds From Operations: | | | | | | | | | | | | | | | | |
Net loss attributable to common shareholders | | $ | (36.0 | ) | | $ | (44.5 | ) | | $ | (36.8 | ) | | $ | (66.5 | ) |
Depreciation and amortization of real estate investments | | | 68.1 | | | | 61.7 | | | | 135.1 | | | | 120.1 | |
Equity in net loss (income) of joint ventures | | | 1.2 | | | | (3.2 | ) | | | (1.8 | ) | | | (11.5 | ) |
Impairment of depreciable joint venture investments | | | — | | | | — | | | | — | | | | 0.6 | |
Joint ventures’ FFO | | | 12.1 | | | | 12.6 | | | | 24.4 | | | | 26.6 | |
Non-controlling interests (OP Units) | | | 0.1 | | | | — | | | | 0.1 | | | | — | |
Impairment of depreciable real estate assets, net of non-controlling interests | | | 32.4 | | | | 54.7 | | | | 40.1 | | | | 72.1 | |
Loss (gain) on disposition of depreciable real estate, net | | | 2.1 | | | | (3.2 | ) | | | 1.3 | | | | (3.6 | ) |
| | | | | | | | | | | | | | | | |
Funds From Operations Attributable to Common Shareholders | | | 80.0 | | | | 78.1 | | | | 162.4 | | | | 137.8 | |
Write-off of preferred share original issuance costs | | | 5.2 | | | | — | | | | 5.2 | | | | — | |
Preferred dividends | | | 7.5 | | | | 7.0 | | | | 14.5 | | | | 13.9 | |
| | | | | | | | | | | | | | | | |
Funds From Operations | | $ | 92.7 | | | $ | 85.1 | | | $ | 182.1 | | | $ | 151.7 | |
| | | | | | | | | | | | | | | | |
Funds From Operations Attributable to Common Shareholders | | | | | | | | | | | | | | | | |
Reconciliation to Operating FFO: | | $ | 80.0 | | | $ | 78.1 | | | $ | 162.4 | | | $ | 137.8 | |
Non-cash impairment charges—non-depreciable consolidated assets | | | 2.6 | | | | 25.5 | | | | 2.6 | | | | 25.5 | |
Loss on debt retirement, net | | | — | | | | 7.9 | | | | — | | | | 13.5 | |
Other (income) expense, net—transaction costs, litigation costs, debt | | | | | | | | | | | | | | | | |
extinguishment (gain) costs and other expenses | | | (1.6 | ) | | | 3.7 | | | | 1.5 | | | | 5.4 | |
Equity in net (income) loss of joint ventures—currency adjustments, | | | | | | | | | | | | | | | | |
debt extinguishment costs and other expenses | | | (0.5 | ) | | | 0.9 | | | | (0.3 | ) | | | 1.0 | |
Non-cash loss (gain) on disposition of non-depreciable real estate, net | | | 1.5 | | | | (5.2 | ) | | | 1.8 | | | | (5.5 | ) |
Non-cash gain on change in control and sale of interests | | | (1.1 | ) | | | (39.3 | ) | | | (1.1 | ) | | | (39.3 | ) |
Non-cash write-off of preferred share original issuance costs | | | 5.2 | | | | — | | | | 5.2 | | | | — | |
| | | | | | | | | | | | | | | | |
Total non-operating items | | | 6.1 | | | | (6.5 | ) | | | 9.7 | | | | 0.6 | |
| | | | | | | | | | | | | | | | |
Operating FFO Attributable to Common Shareholders | | $ | 86.1 | | | $ | 71.6 | | | $ | 172.1 | | | $ | 138.4 | |
| | | | | | | | | | | | | | | | |
Per Share Information: | | | | | | | | | | | | | | | | |
Funds From Operations—diluted | | $ | 0.25 | | | $ | 0.27 | | | $ | 0.51 | | | $ | 0.49 | |
Operating FFO—diluted | | $ | 0.27 | | | $ | 0.25 | | | $ | 0.54 | | | $ | 0.49 | |
14
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Additional Financial Disclosures
(In Millions, Except Per Share Information)
| | | | | | | | | | | | | | | | |
| | 2Q13 | | | 2Q12 | | | 6M13 | | | 6M12 | |
Dividends / Payout Ratio: | | | | | | | | | | | | | | | | |
Common share dividends and operating partnership interests—per share | | $ | 0.135 | | | $ | 0.120 | | | $ | 0.270 | | | $ | 0.240 | |
Common share dividends and operating partnership interests—declared | | $ | 43.3 | | | $ | 33.9 | | | $ | 86.1 | | | $ | 67.3 | |
Common dividend payout ratio (as % of OFFO) | | | 50.2 | % | | | 47.4 | % | | | 50.0 | % | | | 48.6 | % |
Revenues: | | | | | | | | | | | | | | | | |
DDR revenues | | $ | 218.8 | | | $ | 196.4 | | | $ | 430.5 | | | $ | 393.2 | |
Joint venture & managed revenues | | | 184.0 | | | | 208.0 | | | | 373.2 | | | | 415.3 | |
| | | | | | | | | | | | | | | | |
Total revenues(1) | | $ | 402.8 | | | $ | 404.4 | | | $ | 803.7 | | | $ | 808.5 | |
| | | | | | | | | | | | | | | | |
G&A Expenses(2) | | $ | 19.8 | | | $ | 19.1 | | | $ | 39.4 | | | $ | 38.1 | |
G&A Expenses as % of Total Revenues | | | 4.9 | % | | | 4.7 | % | | | 4.9 | % | | | 4.7 | % |
Net Operating Income: | | | | | | | | | | | | | | | | |
DDR net operating income | | $ | 156.3 | | | $ | 139.5 | | | $ | 306.3 | | | $ | 275.7 | |
Joint venture net operating income (at 100%) | | | 119.4 | | | | 104.2 | | | | 242.1 | | | | 217.0 | |
| | | | | | | | | | | | | | | | |
Total net operating income(1) | | $ | 275.7 | | | $ | 243.7 | | | $ | 548.4 | | | $ | 492.7 | |
| | | | | | | | | | | | | | | | |
Real Estate at Cost: | | | | | | | | | | | | | | | | |
DDR real estate at cost | | $ | 8,761.7 | | | $ | 8,263.6 | | | $ | 8,761.7 | | | $ | 8,263.6 | |
Joint venture real estate at cost (at 100%) | | | 6,706.3 | | | | 7,266.5 | | | | 6,706.3 | | | | 7,266.5 | |
| | | | | | | | | | | | | | | | |
Total real estate at cost | | $ | 15,468.0 | | | $ | 15,530.1 | | | $ | 15,468.0 | | | $ | 15,530.1 | |
| | | | | | | | | | | | | | | | |
Non-Cash Disclosures (Income) / Expense: | | | | | | | | | | | | | | | | |
Below-market rent revenue | | $ | — | | | $ | (0.2 | ) | | $ | 0.1 | | | $ | (0.8 | ) |
Straight-line rent revenue | | | (1.7 | ) | | | (1.2 | ) | | | (3.1 | ) | | | (1.7 | ) |
Joint venture straight-line rent revenue | | | (0.3 | ) | | | (1.1 | ) | | | (1.9 | ) | | | (2.0 | ) |
DDR’s pro rata share of straight-line rent revenue | | | (0.1 | ) | | | (0.2 | ) | | | (0.3 | ) | | | (0.4 | ) |
Straight-line ground rent expense | | | 0.3 | | | | 0.3 | | | | 0.6 | | | | 0.6 | |
Debt premium amortization revenue | | | (0.6 | ) | | | (0.5 | ) | | | (1.2 | ) | | | (1.4 | ) |
Convertible debt accretion expense | | | 2.7 | | | | 2.5 | | | | 5.3 | | | | 5.7 | |
(1) | Includes activities from discontinued operations. |
(2) | The six months ended June 30, 2013 exclude separation charges of $0.5 million. The three months ended June 30, 2013 exclude separation charges of $0.3 million. |
15
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
| | | | | | | | |
(In Millions) | | | | | | |
| | 2Q13 | | | 2Q12 | |
Debt / EBITDA—Consolidated | | | | | | | | |
EBITDA: | | | | | | | | |
Net loss attributable to DDR | | $ | (23.3 | ) | | $ | (37.5 | ) |
Adjustments: | | | | | | | | |
Impairment charges | | | 34.4 | | | | 42.1 | |
Depreciation and amortization | | | 69.9 | | | | 62.2 | |
Depreciation attributable to non-controlling interests | | | (0.1 | ) | | | (0.1 | ) |
Interest expense | | | 55.8 | | | | 53.7 | |
Interest expense attributable to non-controlling interests | | | (0.1 | ) | | | (0.1 | ) |
Gain on change in control and sale of interests | | | (1.1 | ) | | | (39.3 | ) |
Other (income) expenses, net | | | (1.5 | ) | | | 3.6 | |
Equity in net loss (income) of joint ventures | | | 1.2 | | | | (3.2 | ) |
Loss on debt retirement, net | | | — | | | | 7.9 | |
Income tax expense | | | 1.7 | | | | 0.4 | |
EBITDA adjustments from discontinued operations(1) | | | 3.5 | | | | 38.0 | |
Loss (gain) on disposition of real estate, net | | | 1.5 | | | | (5.2 | ) |
| | | | | | | | |
EBITDA before JVs | | | 141.9 | | | | 122.5 | |
Pro rata share of JV FFO, net of interest expense | | | 12.1 | | | | 12.6 | |
Pro rata share of JV translation adjustments, transaction costs and other | | | (0.5 | ) | | | 0.9 | |
| | | | | | | | |
EBITDA Consolidated | | $ | 153.5 | | | $ | 136.0 | |
EBITDA Consolidated—Annualized | | $ | 614.0 | | | $ | 544.0 | |
Consolidated indebtedness | | $ | 4,444.4 | | | $ | 4,095.8 | |
Non-controlling interests’ share of consolidated debt | | | (20.4 | ) | | | (20.6 | ) |
Adjustment to reflect convertible debt at face value | | | 26.8 | | | | 37.3 | |
Adjustment to reflect assumed debt at face value | | | (7.7 | ) | | | (11.8 | ) |
| | | | | | | | |
Total consolidated indebtedness | | | 4,443.1 | | | | 4,100.7 | |
Cash and restricted cash, net of non-controlling interests | | | (64.2 | ) | | | (41.6 | ) |
| | | | | | | | |
Total Consolidated Indebtedness, net of Cash | | $ | 4,378.9 | | | $ | 4,059.1 | |
Debt / EBITDA—Consolidated | | | 7.13 | | | | 7.46 | |
Debt / EBITDA—Pro rata | | | | | | | | |
EBITDA before JVs | | $ | 141.9 | | | $ | 122.5 | |
Pro rata share of JV EBITDA | | | 24.0 | | | | 26.5 | |
| | | | | | | | |
EBITDA including Pro rata Share of JVs | | $ | 165.9 | | | $ | 149.0 | |
EBITDA including Pro rata Share of JVs—Annualized | | $ | 663.6 | | | $ | 596.0 | |
Total consolidated indebtedness, net of cash | | $ | 4,378.9 | | | $ | 4,059.1 | |
Pro rata share of JV debt(2) | | | 711.9 | | | | 811.1 | |
| | | | | | | | |
Total pro rata indebtedness | | | 5,090.8 | | | | 4,870.2 | |
Pro rata share of JV cash and restricted cash | | | (102.4 | ) | | | (128.3 | ) |
| | | | | | | | |
Pro rata Indebtedness, net of Cash | | $ | 4,988.4 | | | $ | 4,741.9 | |
Debt / EBITDA—Pro rata | | | 7.52 | | | | 7.96 | |
(1) Discontinued operations includes the following EBITDA adjustments: | | | | | | | | |
Impairment charges | | $ | 0.5 | | | $ | 38.1 | |
Interest expense, net | | | 0.4 | | | | 1.3 | |
Depreciation and amortization | | | 0.5 | | | | 1.7 | |
Loss (gain) on disposition of real estate, net | | | 2.1 | | | | (3.2 | ) |
Other | | | — | | | | 0.1 | |
| | | | | | | | |
| | $ | 3.5 | | | $ | 38.0 | |
(2) | Includes $52.8 million and $47.8 million at June 30, 2013 and June 30, 2012, respectively, of the Company’s pro rata share 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. |
16
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
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 $11.6 million for the six months ended June 30, 2013. |
General and Administrative Expenses
| • | | General and administrative expenses include certain internal leasing salaries, legal salaries and related expenses associated with the leasing of space which are charged to operations as incurred. For the six months ended June 30, 2013, the Company expensed $3.9 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. |
| • | | General and administrative expenses also include executive property management compensation and related expenses. Direct compensation associated with property management services are reflected in operating and maintenance expenses. |
Deferred Financing Costs
| • | | Costs incurred in obtaining long-term financing are included in deferred charges and are amortized on a straight-line basis 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 |
17
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Significant Accounting Policies (Continued)
| • | | Expenditures for maintenance and repairs are charged to operations as incurred. Renovations and expenditures 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. |
| | | | | | | | | | | | | | | | |
Capitalized Costs (In Millions) | | 2Q13 | | | 2Q12 | | | 6M13 | | | 6M12 | |
Interest expense | | $ | 2.1 | | | $ | 3.3 | | | $ | 4.8 | | | $ | 6.4 | |
Construction administration costs | | $ | 2.3 | | | $ | 2.2 | | | $ | 4.5 | | | $ | 4.5 | |
| • | | Interest expense and real estate taxes incurred during the construction period are capitalized and depreciated over the building life. |
| • | | During the six months ended June 30, 2013, the Company expensed $1.1 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 generally reflected as discontinued operations. |
18
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Other Real Estate Information
Capital Expenditures
| • | | The Company incurred the following estimated leasing and maintenance capital expenditures (domestic only): |
| | | | | | | | |
| | | | | Unconsolidated | |
| | Consolidated | | | at Pro rata | |
Capital Expenditures (In Millions) | | 6M13 | | | 6M13 | |
Tenant Allowances, Landlord Work and Lease Commissions | | $ | 18.2 | | | $ | 2.1 | |
Maintenance | | | 2.3 | | | | 0.2 | |
| | | | | | | | |
Total Capital Expenditures | | $ | 20.5 | | | $ | 2.3 | |
| | | | | | | | |
| | |
Per Square Foot of Owned GLA | | | | | | |
Tenant Allowances, Landlord Work and Lease Commissions | | $ | 0.36 | | | $ | 0.41 | |
Maintenance | | | 0.04 | | | | 0.04 | |
| | | | | | | | |
Total Capital Expenditures | | $ | 0.40 | | | $ | 0.45 | |
| | | | | | | | |
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, 2012, the Company estimated the value of its consolidated and proportionate share of joint venture undeveloped land adjacent to existing shopping centers to be approximately $40 million. This value has not been adjusted to reflect changes in market activity subsequent to December 31, 2012. |
Corporate Headquarters
| • | | The non-income producing portion of the Company’s corporate headquarters totals 0.2 million square feet with a cost basis of approximately $45 million at June 30, 2013. |
19
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Joint Venture Investment Summary(1)
($ and GLA In Millions; all Values at 100%)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Gross | | | | |
| | | | | | | # of | | | | | | | | | Asset | | | | |
| | | | DDR | | | Operating | | | | | | | | | Book | | | | |
Legal Name | | Partner | | Own. % | | | Properties | | | GLA | | | ABR | | | Value | | | Debt | |
Unconsolidated Joint Ventures | | | | | | | | | | | | | | | | | | | | | | | | |
DDRTC Core Retail Fund, LLC | | An Affiliate of TIAA-CREF | | | 15 | % | | | 33 | | | | 10.0 | | | $ | 114.1 | | | $ | 1,684.8 | | | $ | 945.7 | |
DDR Domestic Retail Fund I | | Various Institutional Investors | | | 20 | % | | | 59 | | | | 8.2 | | | | 88.9 | | | | 1,445.2 | | | | 929.3 | |
BRE DDR Retail Holdings, LLC | | Blackstone Real Estate Partners VII | | | 5 | % | | | 44 | (2) | | | 10.6 | | | | 120.0 | | | | 1,209.3 | | | | 922.1 | |
Sonae Sierra Brasil BV Sarl | | Sonae Sierra, SGPS, SA | | | 33.3 | % (3) | | | 9 | | | | 3.8 | | | | 109.8 | | | | 939.6 | | | | 390.8 | (4) |
DDR-SAU Retail Fund, LLC | | State of Utah | | | 20 | % | | | 27 | | | | 2.4 | | | | 24.1 | | | | 309.8 | | | | 181.4 | |
DDR Markaz II, LLC | | Kuwait Financial Centre | | | 20 | % | | | 13 | | | | 1.6 | | | | 15.8 | | | | 206.6 | | | | 141.9 | |
Other Unconsolidated JV Interests | | Various | | | Various | | | | 14 | | | | 2.1 | | | | 20.9 | | | | 246.5 | | | | 143.8 | |
Coventry II Joint Ventures | | Coventry II Fund | | | 10% - 20 | % | | | 29 | (5) | | | 4.6 | | | | 41.6 | | | | 664.5 | | | | 486.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Unconsolidated Joint Ventures | | | | | | | 228 | | | | 43.3 | | | $ | 535.2 | | | $ | 6,706.3 | | | $ | 4,141.6 | |
(1) | DDR’s investment in JVs may be recorded at different amounts than the proportionate equity on the joint ventures’ balance sheet. |
(2) | The Company and certain of its affiliates entered into a purchase agreement to acquire sole ownership of 30 prime assets from this joint venture with Blackstone. The acquisition, which is expected to close in the fourth quarter of 2013, is subject to customary closing conditions. |
(3) | DDR has a 50% ownership interest in Sonae Sierra Brazil BV Sarl (“SSB BV Sarl”), a Luxembourg Company. SSB BV Sarl’s primary investments include a 66.7% (50.9 million shares) interest in Sonae Sierra Brasil S.A. (“SSB”), a public company principally engaged in the development and operation of shopping centers in Brazil (Sonae Sierra Brasil S.A. shares trade on the São Paulo Stock Exchange under the ticker symbol “SSBR3”), as well as a 25.8% direct ownership interest in the Parque Dom Pedro shopping center (“PDP”). |
(4) | SSB BV Sarl holds $245.1 million of cash and short-term investments at June 30, 2013. |
(5) | Includes 24 assets in which the Company does not have an economic interest and one asset in which development was suspended. DDR does not manage the assets. |
20
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Joint Venture Combining Financial Statements
(In Millions)
Combining Condensed Statements of Operations
| | | | | | | | | | | | |
| | Total Unconsolidated JVs (1) | | | DDR’s Pro rata Share (1) | |
| | 6M13 | | | 2Q13 | | | 2Q13 | |
Revenues: | | | | | | | | | | | | |
Minimum rents | | $ | 269.3 | | | $ | 134.5 | | | $ | 24.7 | |
Percentage and overage rents | | | 1.6 | | | | 0.6 | | | | 0.1 | |
Recoveries from tenants | | | 66.8 | | | | 33.0 | | | | 4.8 | |
Other | | | 33.8 | | | | 16.7 | | | | 4.6 | |
| | | | | | | | | | | | |
| | | 371.5 | | | | 184.8 | | | | 34.2 | |
Expenses: | | | | | | | | | | | | |
Operating and maintenance | | | (85.8 | ) | | | (43.3 | ) | | | (7.5 | ) |
Real estate taxes | | | (44.0 | ) | | | (21.7 | ) | | | (3.1 | ) |
Impairment charges | | | (44.6 | ) | | | (44.6 | ) | | | (5.2 | ) |
| | | | | | | | | | | | |
Net operating income | | | 197.1 | | | | 75.2 | | | | 18.4 | (2) |
Depreciation and amortization expense | | | (124.3 | ) | | | (59.0 | ) | | | (8.1 | ) |
Interest expense | | | (122.3 | ) | | | (60.1 | ) | | | (8.9 | ) |
| | | | | | | | | | | | |
(Loss) income before other items | | | (49.5 | ) | | | (43.9 | ) | | | 1.4 | |
Income tax expense | | | (13.8 | ) | | | (7.2 | ) | | | (2.4 | ) |
| | | | | | | | | | | | |
(Loss) from continuing operations | | | (63.3 | ) | | | (51.1 | ) | | | (1.0 | ) |
Discontinued operations: | | | | | | | | | | | | |
Loss from operations | | | (0.1 | ) | | | (0.1 | ) | | | — | |
Loss on disposition | | | (5.9 | ) | | | (0.4 | ) | | | — | |
| | | | | | | | | | | | |
(Loss) before gain on disposition of assets | | | (69.3 | ) | | | (51.6 | ) | | | (1.0 | ) |
Gain on disposition of assets | | | 0.6 | | | | 0.2 | | | | — | |
Disproportionate share of income (loss) | | | — | | | | — | | | | (0.5 | ) (2)(3) |
| | | | | | | | | | | | |
Net loss | | $ | (68.7 | ) | | $ | (51.4 | ) | | $ | (1.5 | ) |
Non-controlling interests | | | (13.9 | ) | | | (6.7 | ) | | | (2.2 | ) |
| | | | | | | | | | | | |
Net loss attributable to unconsolidated joint ventures | | $ | (82.6 | ) | | $ | (58.1 | ) | | $ | (3.7 | ) |
DDR ownership interests | | $ | 1.5 | | | $ | (1.5 | ) | | $ | (1.5 | ) |
Amortization of basis differential | | | 0.2 | | | | 0.3 | | | | 0.2 | |
| | | | | | | | | | | | |
| | $ | 1.7 | | | $ | (1.2 | ) | | $ | (1.3 | ) |
| | | | | | | | | | | | |
Funds From Operations: | | | | | | | | | | | | |
Net loss attributable to unconsolidated joint ventures | | $ | (82.6 | ) | | $ | (58.1 | ) | | $ | (3.7 | ) |
Depreciation of real property | | | 122.3 | | | | 57.5 | | | | 7.7 | |
Impairments of depreciable real estate | | | 44.6 | | | | 44.6 | | | | 5.2 | |
Loss on disposition of depreciable real estate | | | 5.4 | | | | 0.4 | | | | — | |
Disproportionate share of income | | | — | | | | — | | | | 2.9 | (3) |
| | | | | | | | | | | | |
| | $ | 89.7 | | | $ | 44.4 | | | $ | 12.1 | |
| | | | | | | | | | | | |
FFO at DDR ownership interests | | $ | 24.4 | | | $ | 12.1 | | | | | |
| | | | | | | | | | | | |
Operating FFO at DDR ownership interests | | $ | 24.1 | | | $ | 11.6 | | | | | |
| | | | | | | | | | | | |
(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. The weighted-average exchange rate of the Brazilian Real to U.S. Dollar used for recording income was 2.02 for the six months ended June 30, 2013, and 2.03 for the second quarter of 2013. |
(2) | DDR’s pro rata share of NOI including discontinued operations, promoted equity structures and minority interests is $24.0 million for the second quarter of 2013. |
(3) | Adjustments represent the effect of promoted equity structures and minority interests. |
21
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Joint Venture Combining Financial Statements
(In Millions)
Combining Condensed Balance Sheets
| | | | | | | | |
| | Total Unconsolidated JVs (1) | |
| | June 30, 2013 | | | December 31, 2012 | |
Land | | $ | 1,529.8 | | | $ | 1,569.5 | |
Buildings | | | 4,632.3 | | | | 4,681.5 | |
Fixtures and tenant improvements | | | 266.9 | | | | 244.3 | |
| | | | | | | | |
| | | 6,429.0 | | | | 6,495.3 | |
Less: Accumulated depreciation | | | (881.8 | ) | | | (833.8 | ) |
| | | | | | | | |
| | | 5,547.2 | | | | 5,661.5 | |
Land held for development and construction in progress | | | 277.3 | | | | 348.8 | |
| | | | | | | | |
Real estate, net | | | 5,824.5 | | | | 6,010.3 | |
| | | | | | | | |
Cash and restricted cash | | | 368.9 | | | | 467.2 | |
Receivables, including straight-line rent, net | | | 101.9 | | | | 99.1 | |
Other assets, net | | | 380.2 | | | | 427.0 | |
| | | | | | | | |
| | $ | 6,675.5 | | | $ | 7,003.6 | |
| | | | | | | | |
Mortgage debt | | $ | 4,141.6 | (2) | | $ | 4,246.4 | (2) |
Notes and accrued interest payable to DDR | | | 153.0 | | | | 143.3 | |
Other liabilities | | | 296.0 | | | | 342.6 | |
| | | | | | | | |
| | | 4,590.6 | | | | 4,732.3 | |
Redeemable preferred equity | | | 167.1 | | | | 154.6 | |
Accumulated equity | | | 1,917.8 | | | | 2,116.7 | |
| | | | | | | | |
| | $ | 6,675.5 | | | $ | 7,003.6 | |
| | | | | | | | |
| |
| | DDR’s Pro rata Share(1) | |
| | June 30, 2013 | | | December 31, 2012 | |
Land | | $ | 254.9 | | | $ | 258.8 | |
Buildings | | | 836.4 | | | | 828.7 | |
Fixtures and tenant improvements | | | 57.0 | | | | 52.0 | |
| | | | | | | | |
| | | 1,148.3 | | | | 1,139.5 | |
Less: Accumulated depreciation | | | (177.7 | ) | | | (171.8 | ) |
| | | | | | | | |
| | | 970.6 | | | | 967.7 | |
Land held for development and construction in progress | | | 75.5 | | | | 100.9 | |
| | | | | | | | |
Real estate, net | | | 1,046.1 | | | | 1,068.6 | |
| | | | | | | | |
Cash and restricted cash | | | 102.4 | | | | 134.9 | |
Receivables, including straight-line rent, net | | | 24.5 | | | | 24.4 | |
Other assets, net | | | 43.0 | | | | 49.6 | |
Disproportionate share of equity | | | 144.2 | (3) | | | 126.8 | (3) |
| | | | | | | | |
| | $ | 1,360.2 | | | $ | 1,404.3 | |
| | | | | | | | |
Mortgage debt | | $ | 712.8 | (2) | | $ | 724.9 | (2) |
Notes and accrued interest payable to DDR | | | 14.1 | | | | 13.0 | |
Other liabilities | | | 56.5 | | | | 69.5 | |
| | | | | | | | |
| | | 783.4 | | | | 807.4 | |
Redeemable preferred equity | | | 167.1 | | | | 154.6 | |
| | | | | | | | |
| | | 950.5 | | | | 962.0 | |
Accumulated equity | | | 424.3 | | | | 462.4 | |
Disproportionate share of equity | | | (14.6 | ) (3) | | | (20.1 | ) (3) |
| | | | | | | | |
| | $ | 1,360.2 | | | $ | 1,404.3 | |
| | | | | | | | |
(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. The exchange rate of the Brazilian Real to U.S. Dollar used for recording the balance sheets was 2.05 and 2.23 for June 30, 2013 and December 31, 2012, respectively. |
(2) | Includes approximately $308.8 million and $295.7 million of non-recourse mortgage debt at June 30, 2013 and December 31, 2012, respectively, of which the Company’s pro rata share is $52.8 million and $48.2 million, respectively, associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
(3) | Adjustments represent the effect of promoted equity structures and minority interests. |
22
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Property Acquisitions
($ in Millions, GLA and Demographics In Thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Trade Area | | | |
| | | | | | | | | | | | Aggregate | | | Demographics | | | |
| | | | | | DDR | | | Total | | | Pro rata | | | | | | Avg. HH. | | | |
Date | | Location | | Property | | Own. % | | | GLA | | | Price | | | Population | | | Income | | | Anchors |
|
2/13 | | Oakland, CA | | Whole Foods at Bay Place | | | 100 | % | | | 57.2 | | | $ | 41.1 | | | | 426 | | | $ | 85 | | | Whole Foods |
3/13 | | Dallas, TX | | Marketplace at Highland Village | | | 100 | % | | | 406.1 | | | | 40.3 | | | | 237 | | | | 101 | | | Walmart, T.J. Maxx, L.A. Fitness, HomeGoods, |
| | | | | | | | | | | | | | | | | | | | | | | | | | Office Depot, Petco |
4/13 | | Various | | Portfolio of 5 former DDRTC assets | | | 100 | % | | | 1,280.7 | | | | 93.9 | (1) | | | 330 | | | | 74 | | | Walmart, Target, Costco, Home Depot, T.J. Maxx, Ross Dress for Less, PetSmart, Fresh Market, Pier One |
6/13 | | Colorado Springs, CO(2) | | Barnes & Noble Chapel Hills East | | | 100 | % | | | 25.6 | | | | 6.8 | | | | 295 | | | | 80 | | | Best Buy, Whole Foods, DSW, OfficeMax, Pep Boys, Old Navy |
6/13 | | Atlanta, GA(2) | | Hobby Lobby at Newnan Crossing | | | 100 | % | | | 66.4 | | | | 4.9 | | | | 267 | | | | 72 | | | Walmart, Lowe’s, Hobby Lobby |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Acquisitions | | | | | | | | | 1,836.0 | | | $ | 187.0 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Acquisitions—Q2 2013 | | | | | | | | | 1,372.7 | | | $ | 105.6 | | | | | | | | | | | |
(1) | DDR acquired its partner’s 85% ownership interest in these assets. |
(2) | DDR acquired additional parcels adjacent to existing shopping centers. |
23
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Property Dispositions
($ in Millions, GLA and Demographics In Thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Trade Area | | | |
| | | | | | | | | | | | | | | | | | Demographics | | | |
| | | | | | DDR | | | Total | | | Gross | | | Relinquished | | | | | | Avg. HH. | | | |
Date | | Location | | Joint Venture | | Own. % | | | GLA | | | Price | | | Debt | | | Population | | | Income | | | Anchors |
|
1/13 | | Pittsburgh, PA | | | | | 100 | % | | | 10.9 | | | $ | 3.1 | | | $ | — | | | | 556 | | | $ | 64 | | | |
2/13 | | Chesterfield, MI | | | | | 100 | % | | | 26.0 | | | | 1.1 | | | | — | | | | 271 | | | | 72 | | | |
2/13 | | Cary, NC | | | | | 100 | % | | | 29.2 | | | | 3.7 | | | | — | | | | 305 | | | | 90 | | | hhgregg |
3/13 | | Duluth, GA | | | | | 100 | % | | | 20.0 | | | | 2.0 | | | | — | | | | 433 | | | | 83 | | | So Good Bridal & Beauty |
3/13 | | Ocala, FL | | | | | 100 | % | | | 93.3 | | | | 3.5 | | | | — | | | | 52 | | | | 54 | | | |
3/13 | | Various | | Coventry II | | | 20 | % | | | 779.9 | | | | 14.5 | | | | 13.8 | | | | — | | | | — | | | |
3/13 | | Lakeland, FL | | | | | 100 | % | | | 81.9 | | | | 7.0 | | | | — | | | | 163 | | | | 56 | | | Burlington Coat Factory |
3/13 | | Lakeland, FL | | | | | 100 | % | | | 102.6 | | | | 4.3 | | | | — | | | | 171 | | | | 62 | | | Winn Dixie Stores |
4/13 | | Two Walgreens | | | | | 100 | % | | | 27.8 | | | | 7.2 | | | | — | | | | 687 | | | | 56 | | | Walgreens |
5/13 | | Marietta, GA | | | | | 100 | % | | | 40.0 | | | | 2.0 | | | | — | | | | 590 | | | | 89 | | | |
6/13 | | Two Rite Aids | | | | | 100 | % | | | 21.8 | | | | 4.7 | | | | — | | | | 176 | | | | 70 | | | Rite Aid |
6/13 | | Scottsboro, AL | | | | | 100 | % | | | 40.6 | | | | 3.7 | | | | — | | | | 18 | | | | 51 | | | Burke’s Outlet |
6/13 | | Woodruff, SC | | | | | 100 | % | | | 13.8 | | | | 2.7 | | | | — | | | | 19 | | | | 54 | | | Rite Aid |
6/13 | | Snellville, GA | | | | | 100 | % | | | 10.6 | | | | 1.9 | | | | — | | | | 228 | | | | 88 | | | Rite Aid |
6/13 | | Orlando, FL | | DDRTC | | | 15 | % | | | 78.6 | | | | 5.1 | | | | — | | | | 334 | | | | 70 | | | Big Lots, Staples |
6/13 | | Duluth, GA | | | | | 100 | % | | | 99.0 | | | | 8.1 | | | | — | | | | 427 | | | | 83 | | | |
6/13 | | Kennesaw, GA | | | | | 100 | % | | | 72.1 | | | | 7.4 | | | | — | | | | 343 | | | | 86 | | | JCPenney |
6/13 | | Westland, MI | | Coventry II | | | 20 | % | | | 50.0 | | | | 0.3 | | | | 0.2 | | | | 466 | | | | 72 | | | |
6/13 | | Broomfield, CO | | | | | 100 | % | | | 252.2 | | | | 20.3 | | | | — | | | | 255 | | | | 94 | | | Best Buy |
| | Land | | | | | 100 | % | | | — | | | | 8.3 | | | | — | | | | — | | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Dispositions | | | | | | | | | 1,850.3 | | | $ | 110.9 | | | $ | 14.0 | | | | | | | | | | | |
Total Dispositions—Q2 2013 | | | | | | | 706.5 | | | $ | 64.4 | | | $ | — | | | | | | | | | | | |
24
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Consolidated Land Held for Development and Construction in Progress
($ In Millions, GLA In Thousands of SF)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of June 30, 2013 | | | 2013 Activity | |
| | | | |
| | | | | | | | | | | Net | | | Net Projected | | | Placed | | | To Be Placed | |
| | | | | | | | | | | Expenditures | | | Expenditures | | | In Service | | | In Service | |
| | Land | | | CIP | | | Total | | | 1H | | | 2H | | | 1H | | | 2H | |
Ground up Development Projects in Progress | | $ | 33.1 | | | $ | 27.7 | | | $ | 60.8 | | | $ | 21.1 | | | $ | 19.4 | | | $ | 26.7 | | | $ | — | |
Ground up Development Projects Primarily on Hold | | | 158.2 | | | | 103.6 | | | | 261.8 | | | | (8.0 | ) | | | (20.9 | ) | | | — | | | | — | |
Substantially Completed Projects Pending Lease Up | | | 30.8 | | | | 35.4 | | | | 66.2 | | | | 2.2 | | | | (2.6 | ) | | | 0.1 | | | | 3.4 | |
Redevelopment Projects | | | 23.0 | | | | 63.0 | | | | 86.0 | | | | 57.6 | | | | 101.9 | | | | 41.7 | | | | 59.4 | |
Leasing Capital Expenditures | | | — | | | | 6.0 | | | | 6.0 | | | | 18.2 | | | | 13.5 | | | | 17.4 | | | | 13.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 245.1 | | | $ | 235.7 | | | $ | 480.8 | | | $ | 91.1 | | | $ | 111.3 | | | $ | 85.9 | | | $ | 76.3 | |
Significant Wholly-Owned and Consolidated Development Projects in Progress
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Est. Initial | | | Est. | | | Est. | | | Est. | | | Cost | | | Assets | | | |
| | | | Owned Anchor | | | Total | | | Owned | | | Net | | | Incurred | | | Placed in | | | |
Location | | Project | | Opening | | | GLA | | | GLA | | | Cost (1) | | | To Date | | | Service | | | Anchors |
|
Charlotte, NC | | Belgate | | | 2Q13 | | | | 889.7 | | | | 178.2 | | | $ | 20.4 | | | $ | 45.5 | | | | 26.7 | | | Walmart, IKEA, Hobby Lobby, Ulta, Marshalls, World Market, PetSmart, Old Navy, Shoe Carnival |
Seabrook, NH | | Seabrook Town Center | | | 2Q14 | | | | 386.9 | | | | 182.3 | | | $ | 75.1 | | | $ | 42.0 | | | | — | | | Walmart, Dick’s Sporting Goods, |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | PetSmart, Michael’s |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | 1,276.6 | | | | 360.5 | | | $ | 95.5 | | | $ | 87.5 | | | $ | 26.7 | | | |
Total Land Held for Development and CIP for Ground Up Developments in Progress at June 30, 2013 | | | $ | 60.8 | | | | | | | |
Significant Consolidated Redevelopment Projects
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Est. | | | Est. | | | Est. | | | Cost | | | Assets | | | |
| | | | Total | | | Owned | | | Net | | | Incurred | | | Placed in | | | |
Location | | Project | | GLA (2) | | | GLA(2) | | | Cost(1) | | | To Date | | | Service | | | Anchors |
|
Phoenix, AZ | | Ahwatukee Foothills Town Centre | | | 203.6 | | | | 203.6 | | | $ | 14.4 | | | $ | 4.1 | | | $ | 3.3 | | | Sprouts Farmers Market, Michael’s, Marshalls, Roomstore |
Atlanta, GA | | Sandy Plains Village | | | 145.6 | | | | 142.6 | | | | 14.3 | | | | 5.4 | | | | 0.4 | | | Walmart Neighborhood Market, Movie Tavern |
Chicago, IL | | Brookside Marketplace | | | 76.4 | | | | 72.3 | | | | 11.8 | | | | 2.9 | | | | — | | | Ross Dress for Less, T.J. Maxx |
Lansing, MI | | Marketplace at Delta Township | | | 38.6 | | | | 38.6 | | | | 6.6 | | | | 2.4 | | | | — | | | Ulta, Five Below, Lane Bryant, Maurices |
Charlotte, NC | | Cotswold Village | | | 52.0 | | | | 52.0 | | | | 3.1 | | | | 0.6 | | | | 0.2 | | | World Market, Ulta, Panera, Carter’s |
Columbus, OH | | Easton Market | | | 128.0 | | | | 128.0 | | | | 6.5 | | | | 4.6 | | | | 1.3 | | | Nordstrom Rack, Carters, Tilly’s |
San Juan, PR | | Plaza Del Sol | | | 172.5 | | | | 172.5 | | | | 64.3 | | | | 20.1 | | | | 9.4 | | | Food court, Victoria’s Secret, Bath & Body Works, Sketchers, Aeropostale |
Fajardo, PR | | Plaza Fajardo | | | 34.3 | | | | 34.3 | | | | 8.4 | | | | 4.5 | | | | — | | | PetSmart, Shoe Carnival |
Salt Lake City, UT | | Family Center at Ft. Union | | | 82.7 | | | | 78.7 | | | | 13.2 | | | | 12.5 | | | | 11.5 | | | Dick’s Sporting Goods, Gordman’s |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | 933.7 | | | | 922.6 | | | $ | 142.6 | | | $ | 57.1 | | | $ | 26.1 | | | |
CIP for projects listed above: | | | | | | | | | | | | | | | | | | | 31.0 | | | |
CIP for other Redevelopment Projects: | | | | | | | | | | | | | | | | | | | 55.0 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total amount included in CIP at June 30, 2013 for Redevelopment Projects: | | | | | | | | | | | | | | | $ | 86.0 | | | |
(1) | Includes receipts and expected future reductions from land sales and reimbursements. |
(2) | Includes only the expansion or redevelopment GLA. |
25
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Joint Venture Land Held for Development and Construction in Progress
($ In Millions, GLA In Thousands of SF)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of June 30, 2013 | | | 2013 Activity | |
| | | | |
| | Land | | | CIP | | | Total | | | Net Expenditures 1H | | | Net Projected Expenditures 2H | | | Placed In Service 1H | | | To Be Placed In Service 2H | |
Ground up Development Projects in Progress | | $ | 13.6 | | | $ | 183.6 | | | | 197.2 | | | $ | 94.3 | | | $ | 69.6 | | | $ | 148.1 | | | $ | 236.2 | |
Land Held for Development | | | 54.2 | | | | 0.3 | | | | 54.5 | | | | 0.4 | | | | 4.5 | | | | — | | | | — | |
Redevelopment Projects | | | — | | | | 16.9 | | | | 16.9 | | | | 18.1 | | | | 28.2 | | | | 8.4 | | | | 31.5 | |
Leasing Capital Expenditures | | | — | | | | 8.7 | | | | 8.7 | | | | 21.8 | | | | 27.5 | | | | 20.9 | | | | 17.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 67.8 | | | $ | 209.5 | | | $ | 277.3 | | | $ | 134.6 | | | $ | 129.8 | | | $ | 177.4 | | | $ | 285.5 | |
Significant Joint Venture Development Projects in Progress
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Location | | Project Name | | DDR’s Effective Own. % | | | Est. Total GLA | | | Est. Owned GLA | | | Est. Net Cost(1) | | | Cost Incurred To Date | | | Assets Placed in Service | | | Anchors |
|
Goiania, Brazil | | Passeio Das Aguas | | | 33.3 | % | | | 821.0 | | | | 821.0 | | | $ | 207.8 | | | $ | 176.3 | | | $ | — | | | Bretas, Cinemark, Etna, Renner, Magic Games, Strike Boliche C&A, Riachuelo |
Londrina, Brazil | | Boulevard Londrina | | | 29.5 | % | | | 521.6 | | | | 521.6 | | | | 174.4 | | | | 169.0 | | | | 148.1 | | | Walmart, Cinemark, PB Kids, Magazine Luiza, Kalunga, M, Luigi Bertolli, Saraiva, Centuaro, Memove, Renner, Strike Boliche |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | 1,342.6 | | | | 1,342.6 | | | $ | 382.2 | | | $ | 345.3 | | | | 148.1 | | | |
Total Land Held for Development and CIP for Ground Up Developments in Progress at June 30, 2013 | | | $ | 197.2 | | | |
Significant Joint Venture Redevelopment Projects |
Location | | Project Name | | DDR’s Effective Own. % | | | Est. Total GLA (2) | | | Est. Owned GLA(2) | | | Est. Net Cost(1) | | | Cost Incurred To Date | | | Assets Placed in Service | | | Anchors |
|
Plant City, FL | | Lake Walden Square | | | 5.0 | % | | | 115.7 | | | | 108.7 | | | $ | 14.0 | | | $ | 8.2 | | | $ | 0.1 | | | Ross Dress for Less, Michael’s, PetSmart |
Atlanta, GA | | Newnan Pavilion | | | 15.0 | % | | | 110.3 | | | | 110.3 | | | | 9.6 | | | | 3.8 | | | | 0.2 | | | Academy Sports, Five Below, Jo-Ann |
Greensboro, NC | | Wendover Village | | | 20.0 | % | | | 104.8 | | | | 104.8 | | | | 6.8 | | | | 0.8 | | | | — | | | Golfsmith, Bed Bath & Beyond, T.J. Maxx, Five Below |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | 330.8 | | | | 323.8 | | | $ | 30.4 | | | $ | 12.8 | | | $ | 0.3 | | | |
CIP for projects listed above: | | | | | | | | | | | | | | | | | | | | | | | 12.5 | | | |
CIP for other Redevelopment Projects: | | | | | | | | | | | | | | | | | | | | | | | 4.4 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total amount included in CIP at June 30, 2013 for Redevelopment Projects: | | | | | | | | | | | $ | 16.9 | | | |
(1) | Includes receipts and expected future reductions from land sales and reimbursements. |
(2) | Includes only the expansion or redevelopment GLA. |
26
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Ground up Development Projects Primarily on Hold
| | | | | | | | |
MSA (Location) | | DDR’s Own. % | | | Total Acreage | |
| |
Ukiah (Mendocino), CA | | | 50 | % | | | 65.7 | |
New Haven (Guilford), CT | | | 100 | % | | | 24.8 | |
Orlando (Lee Vista), FL | | | 100 | % | | | 74.3 | |
Atlanta (Douglasville), GA | | | 100 | % | | | 28.5 | |
Chicago (Grayslake), IL | | | 50 | % | | | 106.0 | |
Gulfport, MS | | | 100 | % | | | 86.2 | |
Raleigh (Apex), NC | | | 100 | % | | | 38.3 | |
Isabela, Puerto Rico | | | 80 | % | | | 11.1 | |
Toronto (East Gwillimbury—Hwy 404/Greenlane East), CAN | | | 50 | % | | | 30.7 | |
Toronto (East Gwillimbury—Hwy 404/Greenlane West), CAN | | | 50 | % | | | 28.8 | |
Togliatti, Russia | | | 75 | % | | | 61.2 | |
Other Misc. Land (5 sites) | | | 100 | % | | | Various | |
| | | | | | | | |
| | | | | | | 562.7 | |
| | | | |
| | (In Millions) | |
Total Basis in Ground Up Development Projects Primarily on Hold at June 30, 2013: | | $ | 261.8 | (1) |
(1) | Includes partners’ ownership interests of $46.1 million. |
27
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Portfolio Summary
(GLA In Millions)
| | | | | | | | | | |
Shopping Centers | | | | | | Brazil Portfolio | | | | |
Operating Centers | | | 435 | | | Operating Centers (Developments) | | | 9 (1 | ) |
Owned GLA (at 100%) | | | 83.7 | | | Owned GLA (at 100%) | | | 3.8 | |
Additional Ground Lease GLA | | | 5.5 | | | Additional Ground Lease GLA | | | 0.2 | |
Additional Unowned GLA | | | 25.9 | | | Additional Unowned GLA | | | 0.2 | |
Base Rent PSF(1) | | $ | 13.77 | | | Additional Development GLA | | | 0.8 | |
Leased Rate (at 100%) | | | 94.6 | % | | Base Rent PSF(1) | | $ | 32.81 | |
Commenced Rate (at 100%) | | | 93.0 | % | | Leased Rate (at 100%) | | | 97.0 | % |
Leased Rate (at Pro Rata) | | | 95.2 | % | | % of Pro Rata NOI (T12) | | | 5.7 | % |
Prime Portfolio | | | | | | Puerto Rico Portfolio | | | | |
Operating Centers | | | 294 | | | Operating Centers | | | 15 | |
Owned GLA (at 100%) | | | 68.4 | | | Owned GLA (at 100%) | | | 4.1 | |
Additional Ground Lease GLA | | | 4.9 | | | Additional Ground Lease GLA | | | 0.7 | |
Additional Unowned GLA | | | 23.0 | | | Additional Unowned GLA | | | 0.3 | |
Base Rent PSF(1) | | $ | 14.55 | | | Base Rent PSF | | $ | 19.05 | |
Leased Rate (at 100%) | | | 96.0 | % | | Leased Rate (at 100%) | | | 96.4 | % |
% of Total NOI (T12) | | | 89.5 | % | | % of Pro Rata NOI (T12) | | | 14.6 | % |
(1) | Exchange rate: R$1.00 = US$2.02 |
Quarterly Same Store NOI(1)
($ In Millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2Q13 | | | 2Q12 | | | Change | | | | | 2Q13 | | | 2Q12 | | | Change | |
At 100% | | | | | | | | | | | | | | At DDR Share | | | | | | | | | | | | |
Same Store NOI | | $ | 203.8 | | | $ | 197.6 | | | | 3.1 | % | | Same Store NOI | | $ | 137.5 | | | $ | 133.5 | | | | 3.0 | % |
Non Same Store NOI | | | 56.1 | | | | 26.0 | | | | | | | Non Same Store NOI | | | 25.8 | | | | 15.3 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 259.8 | | | $ | 223.6 | | | | | | | | | $ | 163.3 | | | $ | 148.8 | | | | | |
| | | | |
Reconciliation to Income Statement | | | | | | | | | | | Reconciliation to Income Statement | | | | | |
| | | | | | | |
| | 2Q13 | | | 2Q12 | | | | | | | | 2Q13 | | | 2Q12 | | | | |
Consolidated at 100% | | | | | | | | | | | | | | Consolidated at DDR Share | | | | | | | | | |
Revenues | | $ | 217.1 | | | $ | 190.7 | | | | | | | Consolidated at 100% | | $ | 140.0 | | | $ | 124.3 | | | | | |
Fee Income | | | (10.2 | ) | | | (11.2 | ) | | | | | | JV Share of Cons. NOI | | | (0.4 | ) | | | (0.3 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Revenues | | | (4.9 | ) | | | (0.1 | ) | | | | | | | | $ | 139.7 | | | $ | 124.0 | | | | | |
Operating & Maintenance | | | (34.3 | ) | | | (30.2 | ) | | | | | | | | | | | | | | | | | | |
Real Estate Taxes | | | (27.7 | ) | | | (24.9 | ) | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 140.0 | | | $ | 124.3 | | | | | | | | | | | | | | | | | | | |
Unconsolidated at 100% | | | | | | | | | | | | | | Unconsolidated at DDR Share | | | | | | | | | |
Revenues | | $ | 184.8 | | | $ | 163.7 | | | | | | | Revenues | | $ | 34.2 | | | $ | 37.0 | | | | | |
Operating & Maintenance | | | (43.3 | ) | | | (48.3 | ) | | | | | | Operating & Maintenance | | | (7.5 | ) | | | (9.2 | ) | | | | |
Real Estate Taxes | | | (21.7 | ) | | | (16.2 | ) | | | | | | Real Estate Taxes | | | (3.1 | ) | | | (3.0 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 119.8 | | | $ | 99.3 | | | | | | | | | $ | 23.6 | | | $ | 24.8 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NOI at 100% | | $ | 259.8 | | | $ | 223.6 | | | | | | | Total NOI at DDR Share | | $ | 163.3 | | | $ | 148.8 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Excludes development, redevelopment, straight line rental income and expenses, lease termination income, FMV of leases and provisions for uncollectible amounts and/or recoveries thereof; includes assets owned in comparable periods (15 months for quarter comparisons). |
28
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lease Expiration Schedule (at 100%) | |
| | Greater than 10,000 SF | | | Less than 10,000 SF | |
Year | | Leases | | | ABR (mil) | | | Rent PSF | | | % of ABR | | | Leases | | | ABR (mil) | | | Rent PSF | | | % of ABR | |
2013 | | | 38 | | | $ | 11.7 | | | $ | 10.41 | | | | 1.1 | % | | | 700 | | | $ | 36.8 | | | $ | 27.78 | | | | 3.6 | % |
2014 | | | 189 | | | | 60.7 | | | | 9.88 | | | | 5.9 | % | | | 1,244 | | | | 66.8 | | | | 24.98 | | | | 6.5 | % |
2015 | | | 220 | | | | 70.2 | | | | 10.35 | | | | 6.8 | % | | | 1,080 | | | | 59.5 | | | | 23.16 | | | | 5.8 | % |
2016 | | | 240 | | | | 80.5 | | | | 11.08 | | | | 7.8 | % | | | 1,078 | | | | 66.1 | | | | 24.87 | | | | 6.4 | % |
2017 | | | 223 | | | | 84.8 | | | | 10.14 | | | | 8.2 | % | | | 1,092 | | | | 64.1 | | | | 26.26 | | | | 6.2 | % |
2018 | | | 194 | | | | 65.2 | | | | 10.33 | | | | 6.3 | % | | | 784 | | | | 49.5 | | | | 23.80 | | | | 4.8 | % |
2019 | | | 138 | | | | 57.0 | | | | 11.07 | | | | 5.5 | % | | | 144 | | | | 12.0 | | | | 23.18 | | | | 1.2 | % |
2020 | | | 76 | | | | 26.3 | | | | 10.36 | | | | 2.6 | % | | | 123 | | | | 9.8 | | | | 21.29 | | | | 1.0 | % |
2021 | | | 105 | | | | 44.4 | | | | 10.71 | | | | 4.3 | % | | | 160 | | | | 12.7 | | | | 24.49 | | | | 1.2 | % |
2022 | | | 111 | | | | 47.1 | | | | 10.62 | | | | 4.6 | % | | | 194 | | | | 16.1 | | | | 23.95 | | | | 1.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2013-2022 | | | 1,534 | | | $ | 547.9 | | | $ | 10.50 | | | | 53.2 | % | | | 6,599 | | | $ | 393.4 | | | $ | 24.38 | | | | 38.2 | % |
Total Rent Roll | | | 1,689 | | | $ | 613.8 | | | $ | 10.53 | | | | 59.6 | % | | | 6,964 | | | $ | 416.7 | | | $ | 24.48 | | | | 40.4 | % |
| | | | | | | | | | | | |
Annual Metrics(at 100%) | |
Period Ending | | Centers | | | Leased Rate | | | ABR PSF | |
Q2 2013 | | | 435 | | | �� | 94.6 | % | | $ | 13.77 | |
YE 2012 | | | 452 | | | | 94.2 | % | | | 13.66 | |
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 Breakdown(at 100%) | |
SF | | Leased Rate | | | % of GLA | | | % of Vacancy | |
| | | | | | | | | | | | |
< 5,000 | | | 85.2 | % | | | 15.9 | % | | | 43.6 | % |
5,000-9,999 | | | 89.0 | % | | | 8.8 | % | | | 18.0 | % |
> 10,000 | | | 97.2 | % | | | 75.3 | % | | | 38.4 | % |
| | | | | | | | | | | | |
Total | | | 94.6 | % | | | 100.0 | % | | | 100.0 | % |
|
Portfolio Concentration(at 100%) | |
| | % of ABR | | | MSF | | | % of GLA | |
Brazil | | | 10.2 | % | | | 3.8 | | | | 4.3 | % |
Florida | | | 8.7 | % | | | 9.3 | | | | 10.4 | % |
Georgia | | | 8.2 | % | | | 8.7 | | | | 9.7 | % |
Puerto Rico | | | 7.6 | % | | | 4.8 | | | | 5.3 | % |
North Carolina | | | 7.1 | % | | | 6.7 | | | | 7.5 | % |
New York | | | 6.5 | % | | | 7.6 | | | | 8.5 | % |
Ohio | | | 6.5 | % | | | 6.5 | | | | 7.3 | % |
New Jersey | | | 4.5 | % | | | 3.2 | | | | 3.6 | % |
Illinois | | | 3.3 | % | | | 2.2 | | | | 2.4 | % |
Arizona | | | 2.9 | % | | | 2.2 | | | | 2.5 | % |
29
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Leasing Summary—2Q 2013
($, 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, “Comparable”, 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second Quarter 2013 at 100% | |
| | | | | | | | New Rent | | | Prior Rent | | | | | | | | | | |
| | # of Leases | | | GLA | | | Year 1 Rent PSF | | | Year 1 Total Rent | | | Final Year Rent PSF | | | Final Year Total Rent | | | Comp Space Spread | | | Wtd Avg Term (Yrs) | | | TA PSF | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 84 | | | | 299 | | | $ | 21.29 | | | $ | 6,366 | | | $ | 19.01 | | | $ | 5,684 | | | | 12.0 | % | | | 7.6 | | | $ | 19.75 | |
Non-comp | | | 106 | | | | 539 | | | | 15.37 | | | | 8,284 | | | | N/A | | | | N/A | | | | N/A | | | | 8.0 | | | | 14.84 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases—Total | | | 190 | | | | 838 | | | | 17.48 | | | | 14,650 | | | | N/A | | | | N/A | | | | 12.0 | % | | | 7.8 | | | | 16.60 | |
Renewals | | | 271 | | | | 1,912 | | | | 14.77 | | | | 28,240 | | | | 13.80 | | | | 26,386 | | | | 7.0 | % | | | 4.6 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 461 | | | | 2,750 | | | $ | 15.59 | | | $ | 42,890 | | | $ | 14.50 | | | $ | 32,070 | | | | 7.9 | % | | | 5.6 | | | $ | 5.08 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second Quarter 2013 at Pro Rata Share | |
| | | | | | | | New Rent | | | Prior Rent | | | | | | | | | | |
| | # of Leases | | | GLA | | | Year 1 Rent PSF | | | Year 1 Total Rent | | | Final Year Rent PSF | | | Final Year Total Rent | | | Comp Space Spread | | | Wtd Avg Term (Yrs) | | | TA PSF | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 84 | | | | 197 | | | $ | 20.18 | | | $ | 3,975 | | | $ | 17.89 | | | $ | 3,524 | | | | 12.8 | % | | | 8.1 | | | $ | 22.15 | |
Non-comp | | | 106 | | | | 375 | | | | 16.55 | | | | 6,206 | | | | N/A | | | �� | N/A | | | | N/A | | | | 7.7 | | | | 13.43 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases—Total | | | 190 | | | | 572 | | | | 17.80 | | | | 10,182 | | | | N/A | | | | N/A | | | | 12.8 | % | | | 7.8 | | | | 16.48 | |
Renewals | | | 271 | | | | 1,175 | | | | 14.76 | | | | 17,343 | | | | 13.71 | | | | 16,109 | | | | 7.7 | % | | | 4.6 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 461 | | | | 1,747 | | | $ | 15.76 | | | $ | 27,525 | | | $ | 14.31 | | | $ | 19,634 | | | | 8.6 | % | | | 5.7 | | | $ | 5.42 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
30
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Leasing Summary—YTD 2013
($, 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, “Comparable”, 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
YTD 2013 at 100% | |
| | | | | | | | New Rent | | | Prior Rent | | | | | | | | | | |
| | # of Leases | | | GLA | | | Year 1 Rent PSF | | | Year 1 Total Rent | | | Final Year Rent PSF | | | Final Year Total Rent | | | Comp Space Spread | | | Wtd Avg Term (Yrs) | | | TA PSF | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 167 | | | | 613 | | | $ | 19.09 | | | $ | 11,702 | | | $ | 17.14 | | | $ | 10,507 | | | | 11.4 | % | | | 8.1 | | | $ | 14.42 | |
Non-comp | | | 221 | | | | 1,087 | | | | 14.58 | | | | 15,848 | | | | N/A | | | | N/A | | | | N/A | | | | 7.8 | | | | 15.39 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases—Total | | | 388 | | | | 1,700 | | | | 16.21 | | | | 27,551 | | | | N/A | | | | N/A | | | | 11.4 | % | | | 7.9 | | | | 15.04 | |
Renewals | | | 504 | | | | 3,127 | | | | 14.71 | | | | 45,998 | | | | 13.75 | | | | 42,996 | | | | 7.0 | % | | | 4.6 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 892 | | | | 4,827 | | | $ | 15.24 | | | $ | 73,549 | | | $ | 14.31 | | | $ | 53,503 | | | | 7.8 | % | | | 5.8 | | | $ | 5.34 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
YTD 2013 at Pro Rata Share | |
| | | | | | | | New Rent | | | Prior Rent | | | | | | | | | | |
| | # of Leases | | | GLA | | | Year 1 Rent PSF | | | Year 1 Total Rent | | | Final Year Rent PSF | | | Final Year Total Rent | | | Comp Space Spread | | | Wtd Avg Term (Yrs) | | | TA PSF | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable | | | 167 | | | | 330 | | | $ | 20.73 | | | $ | 6,841 | | | $ | 18.44 | | | $ | 6,085 | | | | 12.4 | % | | | 8.0 | | | $ | 18.05 | |
Non-comp | | | 221 | | | | 753 | | | | 15.08 | | | | 11,355 | | | | N/A | | | | N/A | | | | N/A | | | | 7.6 | | | | 14.95 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases—Total | | | 388 | | | | 1,083 | | | | 16.81 | | | | 18,196 | | | | N/A | | | | N/A | | | | 12.4 | % | | | 7.7 | | | | 15.89 | |
Renewals | | | 504 | | | | 1,828 | | | | 14.67 | | | | 26,817 | | | | 13.63 | | | | 24,916 | | | | 7.6 | % | | | 4.7 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 892 | | | | 2,911 | | | $ | 15.46 | | | $ | 45,013 | | | $ | 14.37 | | | $ | 31,001 | | | | 8.5 | % | | | 5.8 | | | $ | 5.97 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
31
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Net Effective Rents Related to Leased Space (Owned Properties)
Net effective rents are calculated with full consideration for all costs associated with leasing the space rather than pro rata 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.
| | | | | | | | |
| | 2Q13 | | | YTD Total / Average | |
Number of lease transactions executed | | | 461 | | | | 892 | |
Rentable square footage leased (in thousands) | | | 2,750 | | | | 4,827 | |
Square footage of renewal deals (in thousands) | | | 1,912 | | | | 3,127 | |
Square footage of new deals (in thousands) | | | 838 | | | | 1,700 | |
New Deals: | | | | | | | | |
Weighted average per rentable square foot over the lease term: | | | | | | | | |
Base rent | | $ | 18.63 | | | $ | 17.20 | |
Tenant allowance | | | (2.12 | ) | | | (1.90 | ) |
Landlord work | | | (1.73 | ) | | | (1.54 | ) |
Third party leasing commissions | | | (0.32 | ) | | | (0.31 | ) |
Rent concessions | | | — | | | | — | |
| | | | | | | | |
Equivalent net effective rent | | $ | 14.46 | | | $ | 13.45 | |
| | | | | | | | |
Weighted average term in years | | | 7.8 | | | | 7.9 | |
Renewal Deals: | | | | | | | | |
Weighted average per rentable square foot over the lease term: | | | | | | | | |
Base rent | | $ | 14.87 | | | $ | 15.58 | |
Tenant allowance | | | — | | | | — | |
Landlord work | | | — | | | | — | |
Third party leasing commissions | | | — | | | | — | |
Rent concessions | | | — | | | | — | |
| | | | | | | | |
Equivalent net effective rent | | $ | 14.87 | | | $ | 15.58 | |
| | | | | | | | |
Weighted average term in years | | | 4.7 | | | | 4.9 | |
32
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Top 40 Tenants Ranked by Base Rental Revenue
($ and GLA In Millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | # of Units | | | ABR | | | GLA | | | Credit Ratings |
| | Tenant | | Owned | | | Total | | | at 100% | | | % of Total | | | Pro Rata | | | at 100% | | | % of Total | | | Pro Rata | | | (S&P/Moody’s/ Fitch) |
1 | | Walmart1 | | | 36 | | | | 80 | | | $ | 34.6 | | | | 3.2 | % | | $ | 26.6 | | | | 5.2 | | | | 5.8 | % | | | 4.1 | | | AA /Aa2 /AA |
2 | | TJX Companies2 | | | 85 | | | | 86 | | | | 28.0 | | | | 2.6 | % | | | 17.6 | | | | 2.7 | | | | 3.0 | % | | | 1.7 | | | A / A3 / NR |
3 | | PetSmart | | | 83 | | | | 84 | | | | 25.2 | | | | 2.3 | % | | | 15.7 | | | | 1.8 | | | | 2.0 | % | | | 1.1 | | | BB+ / NR / NR |
4 | | Bed Bath & Beyond3 | | | 74 | | | | 75 | | | | 25.1 | | | | 2.3 | % | | | 17.1 | | | | 2.0 | | | | 2.2 | % | | | 1.3 | | | BBB+ / NR / NR |
5 | | Kohl’s | | | 36 | | | | 44 | | | | 23.3 | | | | 2.2 | % | | | 12.5 | | | | 3.2 | | | | 3.6 | % | | | 1.7 | | | BBB+ /Baa1 / BBB+ |
6 | | Dick’s Sporting Goods | | | 33 | | | | 34 | | | | 18.7 | | | | 1.7 | % | | | 10.1 | | | | 1.6 | | | | 1.8 | % | | | 0.9 | | | NR |
7 | | Michael’s | | | 61 | | | | 61 | | | | 16.9 | | | | 1.6 | % | | | 11.6 | | | | 1.5 | | | | 1.7 | % | | | 1.0 | | | B / B2 / NR |
8 | | Best Buy | | | 29 | | | | 34 | | | | 16.8 | | | | 1.6 | % | | | 10.3 | | | | 1.2 | | | | 1.3 | % | | | 0.8 | | | BB / Baa2 / BB- |
9 | | Publix | | | 41 | | | | 44 | | | | 16.4 | | | | 1.5 | % | | | 4.2 | | | | 1.9 | | | | 2.1 | % | | | 0.5 | | | NR |
10 | | Ross Stores | | | 52 | | | | 52 | | | | 16.3 | | | | 1.5 | % | | | 10.4 | | | | 1.6 | | | | 1.8 | % | | | 0.9 | | | A- / NR / NR |
11 | | AMC Theatres | | | 9 | | | | 10 | | | | 16.3 | | | | 1.5 | % | | | 8.5 | | | | 0.7 | | | | 0.8 | % | | | 0.4 | | | B / NR / NR |
12 | | OfficeMax | | | 50 | | | | 51 | | | | 13.8 | | | | 1.3 | % | | | 9.6 | | | | 1.2 | | | | 1.3 | % | | | 0.7 | | | NR / B1 / NR |
13 | | Gap4 | | | 53 | | | | 53 | | | | 13.5 | | | | 1.3 | % | | | 8.8 | | | | 0.9 | | | | 1.0 | % | | | 0.6 | | | BBB- / Baa3 / BBB- |
14 | | Kroger | | | 30 | | | | 31 | | | | 12.3 | | | | 1.1 | % | | | 5.9 | | | | 1.7 | | | | 1.9 | % | | | 0.7 | | | BBB / Baa2 / BBB |
15 | | Lowe’s | | | 14 | | | | 32 | | | | 12.0 | | | | 1.1 | % | | | 9.2 | | | | 1.8 | | | | 2.0 | % | | | 1.5 | | | A- / A3 / NR |
16 | | Jo-Ann | | | 35 | | | | 35 | | | | 11.2 | | | | 1.0 | % | | | 7.1 | | | | 1.1 | | | | 1.2 | % | | | 0.7 | | | B / Caa1 / NR |
17 | | Cinemark | | | 14 | | | | 14 | | | | 10.4 | | | | 1.0 | % | | | 6.2 | | | | 0.7 | | | | 0.8 | % | | | 0.4 | | | BB- / NR / NR |
18 | | Barnes & Noble | | | 25 | | | | 27 | | | | 10.1 | | | | 0.9 | % | | | 7.2 | | | | 0.6 | | | | 0.7 | % | | | 0.5 | | | NR |
19 | | Regal Cinemas | | | 12 | | | | 13 | | | | 10.1 | | | | 0.9 | % | | | 6.7 | | | | 0.6 | | | | 0.7 | % | | | 0.4 | | | B+ / B1 / B+ |
20 | | Tops Markets | | | 13 | | | | 14 | | | | 9.9 | | | | 0.9 | % | | | 5.7 | | | | 0.8 | | | | 0.9 | % | | | 0.4 | | | B / NR / NR |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 20 Tenants | | | 785 | | | | 874 | | | $ | 340.9 | | | | 31.6 | % | | $ | 211.0 | | | | 32.8 | | | | 36.7 | % | | | 20.3 | | | |
21 | | Ascena5 | | | 89 | | | | 89 | | | $ | 9.4 | | | | 0.9 | % | | $ | 6.0 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | BB- / NR / NR |
22 | | Toys “R” Us6 | | | 29 | | | | 34 | | | | 9.3 | | | | 0.9 | % | | | 7.3 | | | | 1.2 | | | | 1.3 | % | | | 0.8 | | | B / B2 / B- |
23 | | Dollar Tree Stores | | | 92 | | | | 94 | | | | 9.3 | | | | 0.9 | % | | | 6.0 | | | | 0.9 | | | | 1.0 | % | | | 0.6 | | | NR |
24 | | Home Depot | | | 10 | | | | 39 | | | | 9.2 | | | | 0.9 | % | | | 6.7 | | | | 1.1 | | | | 1.2 | % | | | 0.8 | | | A- / A3 / A- |
25 | | Staples | | | 32 | | | | 32 | | | | 8.7 | | | | 0.8 | % | | | 6.2 | | | | 0.7 | | | | 0.8 | % | | | 0.5 | | | BBB / Baa2 / BBB |
26 | | Sports Authority | | | 15 | | | | 16 | | | | 8.3 | | | | 0.8 | % | | | 6.4 | | | | 0.6 | | | | 0.7 | % | | | 0.5 | | | B- / B3 / NR |
27 | | Petco | | | 33 | | | | 35 | | | | 7.5 | | | | 0.7 | % | | | 5.5 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | B / B3 / NR |
28 | | Sears7 | | | 21 | | | | 22 | | | | 7.4 | | | | 0.7 | % | | | 5.0 | | | | 1.9 | | | | 2.1 | % | | | 1.2 | | | CCC+ / B3 / CCC |
29 | | DSW | | | 19 | | | | 19 | | | | 7.3 | | | | 0.7 | % | | | 4.0 | | | | 0.5 | | | | 0.6 | % | | | 0.2 | | | NR |
30 | | Party City | | | 38 | | | | 39 | | | | 7.2 | | | | 0.7 | % | | | 4.5 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | NR / B2 / NR |
31 | | Ulta | | | 31 | | | | 32 | | | | 7.1 | | | | 0.7 | % | | | 4.9 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | NR |
32 | | Pier 1 Imports | | | 33 | | | | 36 | | | | 6.5 | | | | 0.6 | % | | | 4.0 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | NR |
33 | | Hobby Lobby | | | 17 | | | | 20 | | | | 6.4 | | | | 0.6 | % | | | 4.4 | | | | 0.9 | | | | 1.0 | % | | | 0.7 | | | NR |
34 | | Royal Ahold8 | | | 7 | | | | 8 | | | | 6.2 | | | | 0.6 | % | | | 2.8 | | | | 0.4 | | | | 0.4 | % | | | 0.2 | | | BBB / Baa3 / BBB |
35 | | Beall’s | | | 19 | | | | 20 | | | | 5.8 | | | | 0.5 | % | | | 2.5 | | | | 0.8 | | | | 0.9 | % | | | 0.4 | | | NR |
36 | | hhgregg | | | 18 | | | | 18 | | | | 5.6 | | | | 0.5 | % | | | 3.1 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | NR |
37 | | Whole Foods | | | 5 | | | | 5 | | | | 5.3 | | | | 0.5 | % | | | 4.6 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | BBB- / NR / NR |
38 | | Famous Footwear | | | 36 | | | | 36 | | | | 5.0 | | | | 0.5 | % | | | 3.2 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | B / B2 / BB+ |
39 | | Giant Eagle | | | 6 | | | | 6 | | | | 4.9 | | | | 0.5 | % | | | 3.2 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | NR |
40 | | Gamestop | | | 104 | | | | 104 | | | | 4.8 | | | | 0.4 | % | | | 3.6 | | | | 0.2 | | | | 0.2 | % | | | 0.1 | | | NR |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Tenants 21-40 | | | 654 | | | | 704 | | | $ | 141.2 | | | | 13.1 | % | | $ | 93.9 | | | | 12.9 | | | | 14.4 | % | | | 8.3 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 40 Tenants | | | 1,439 | | | | 1,578 | | | $ | 482.1 | | | | 44.7 | % | | $ | 304.9 | | | | 45.7 | | | | 51.2 | % | | | 28.6 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Portfolio | | | | | | | | | | $ | 1,077.6 | | | | 100.0 | % | | $ | 669.5 | | | | 89.3 | | | | 100.0 | % | | | 56.7 | | | |
| | |
(1) Walmart (30) / Sam’s Club (6) (2) T.J. Maxx (41) / Marshalls (32) / Homegoods (12) (3) Bed Bath & Beyond (48) / World Market (17) / Others (9) (4) Gap (3) / Old Navy (47) / Banana Republic (3) (5) Catherine’s (12) / Dress Barn (23) / Justice (22) / Lane Bryant (22) / Maurice’s (10) | | (6) Toys “R” Us (6) / Babies “R” Us (19) / Toys-Babies Combo (4) |
| (7) Sears (3) / Kmart (18) |
| (8) Stop N Shop (4) / Others (3) |
| |
| |
33
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Total Market Capitalization
(In Millions)
| | | | | | | | | | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
| | Amount | | | % of Total | | | Amount | | | % of Total | |
Common Shares Equity | | $ | 5,335.5 | | | | 52 | % | | $ | 4,940.3 | | | | 51 | % |
Perpetual Preferred Stock | | | 405.0 | | | | 4 | % | | | 405.0 | | | | 4 | % |
| | | | | | | | | | | | | | | | |
| | | 5,740.5 | | | | 56 | % | | | 5,345.3 | | | | 55 | % |
Unsecured Credit Facilities | | | 34.7 | | | | 0 | % | | | 147.9 | | | | 2 | % |
Unsecured Term Loan | | | 350.0 | | | | 4 | % | | | 350.0 | | | | 4 | % |
Unsecured Public Debt | | | 2,477.4 | | | | 24 | % | | | 2,179.2 | | | | 22 | % |
Secured Term Loan | | | 400.0 | | | | 4 | % | | | 400.0 | | | | 4 | % |
Fixed Rate Mortgage Debt | | | 1,104.1 | | | | 11 | % | | | 1,176.4 | | | | 12 | % |
Variable Rate Mortgage Debt | | | 97.3 | | | | 1 | % | | | 86.2 | | | | 1 | % |
| | | | | | | | | | | | | | | | |
| | | 4,463.5 | | | | 44 | % | | | 4,339.7 | | | | 45 | % |
| | | | | | | | | | | | | | | | |
Total | | $ | 10,204.0 | | | | 100 | % | | $ | 9,685.0 | | | | 100 | % |
| | | | | | | | | | | | | | | | |
Debt to Market Capitalization | | | 43.7 | % | | | | | | | 44.8 | % | | | | |
Common Shares Outstanding (millions) | | | 320.1 | | | | | | | | 315.1 | | | | | |
Operating Partnership Units (millions) | | | 0.4 | | | | | | | | 0.4 | | | | | |
Market Value per Share | | $ | 16.65 | | | | | | | $ | 15.66 | | | | | |
Accretion on Convertible Notes (excluded above) | | $ | 26.8 | | | | | | | $ | 32.1 | | | | | |
Partners’ Share of Consolidated Debt (included above) | | $ | 20.4 | | | | | | | $ | 20.6 | | | | | |
DDR Share of Unconsolidated Debt (excluded above) | | $ | 712.8 | | | | | | | $ | 724.9 | | | | | |
Unsecured Bond Ratings
| | | | |
| | Debt Rating | | Outlook |
Moody’s | | Baa3 | | Positive |
S&P | | BBB- | | Stable |
Fitch | | BBB- | | Stable |
Public Debt Covenants
(Actuals for Twelve Months Ending June 30, 2013)
| | | | |
| | Covenant Threshold | | Actual Covenant |
Total Debt to Real Estate Assets Ratio | | not to exceed 65% | | 48% |
Secured Debt to Assets Ratio | | not to exceed 40% | | 16% |
Value of Unencumbered Assets to Unsecured Debt | | at least 135% | | 207% |
Fixed Charge Coverage Ratio | | at least 1.5x | | 2.1x |
34
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Summary of Consolidated Debt
(In Millions)
| | | | | | | | | | | | | | | | | | | | |
| | | | | June 30, 2013 | | | June 30, 2013 | | | | | | December 31, 2012 | |
| | June 30, 2013 | | | DDR Pro Rata | | | DDR Pro Rata | | | December 31, 2012 | | | DDR Pro Rata | |
Total Debt Outstanding | | Aggregate | | | Share | | | Wtd. Avg. Interest | | | Aggregate | | | Share | |
Unsecured Credit Facilities | | $ | 34.7 | | | $ | 34.7 | | | | 2.31 | % | | $ | 147.9 | | | $ | 147.9 | |
Unsecured Term Loan | | | 350.0 | | | | 350.0 | | | | 3.25 | % | | | 350.0 | | | | 350.0 | |
Unsecured Public Debt | | | 2,450.6 | | | | 2,450.6 | | | | 5.50 | % | | | 2,147.1 | | | | 2,147.1 | |
Secured Term Loan | | | 400.0 | | | | 400.0 | | | | 2.03 | % | | | 400.0 | | | | 400.0 | |
Fixed Rate Mortgage Loans | | | 1,104.1 | | | | 1,094.2 | | | | 4.97 | % | | | 1,176.4 | | | | 1,166.5 | |
Variable Rate Mortgage Loans | | | 97.3 | | | | 86.8 | | | | 1.83 | % | | | 86.2 | | | | 75.5 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal | | | 4,436.7 | | | | 4,416.3 | | | | 4.74 | % | | | 4,307.6 | | | | 4,287.0 | |
Fair Market Value Adjustment | | | 7.7 | | | | 7.7 | | | | — | | | | 11.5 | | | | 11.5 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 4,444.4 | | | $ | 4,424.0 | | | | 4.74 | % | | $ | 4,319.1 | | | $ | 4,298.5 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Schedule of Maturities by Year(1) | | Scheduled Principal Payments | | | Secured Debt Maturities | | | Unsecured Debt Maturities | | | Aggregate Total | | | DDR Pro Rata Share | |
2013 | | $ | 13.2 | | | $ | — | | | $ | — | | | $ | 13.2 | | | $ | 13.2 | |
2014 | | | 25.5 | | | | 326.5 | | | | — | | | | 352.0 | | | | 352.0 | |
2015 | | | 26.8 | | | | 38.6 | | | | 503.0 | | | | 568.4 | | | | 557.9 | |
2016 | | | 24.4 | | | | 0.2 | | | | 240.0 | | | | 264.6 | | | | 264.6 | |
2017 | | | 25.0 | | | | 12.5 | | | | 350.0 | | | | 387.5 | | | | 387.5 | |
2018 | | | 20.0 | | | | 502.6 | | | | 416.9 | | | | 939.5 | | | | 939.5 | |
2019 | | | 13.7 | | | | 169.3 | | | | 300.0 | | | | 483.0 | | | | 483.0 | |
2020 | | | 5.5 | | | | 280.2 | | | | 300.0 | | | | 585.7 | | | | 585.7 | |
2021 | | | 4.1 | | | | 54.7 | | | | — | | | | 58.8 | | | | 58.8 | |
2022 and beyond | | | 0.1 | | | | 58.5 | | | | 750.0 | | | | 808.6 | | | | 798.7 | |
Unsecured debt discount | | | — | | | | — | | | | (24.6 | ) | | | (24.6 | ) | | | (24.6 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 158.3 | | | $ | 1,443.1 | | | $ | 2,835.3 | | | $ | 4,436.7 | | | $ | 4,416.3 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Percentage of Total Debt | | June 30, 2013 | | | December 31, 2012 | |
Fixed | | | 92.5 | % | | | 89.9 | % |
Variable | | | 7.5 | % | | | 10.1 | % |
Recourse to DDR | | | 74.5 | % | | | 72.0 | % |
Non-recourse to DDR | | | 25.5 | % | | | 28.0 | % |
(1) | Assumes borrower extension options are exercised. |
35
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Summary of Joint Venture Debt
(In Millions)
| | | | | | | | | | | | | | | | | | | | |
Total Debt Outstanding | | June 30, 2013 Aggregate | | | June 30, 2013 DDR Pro Rata Share | | | June 30, 2013 DDR Pro Rata Wtd. Avg. Interest | | | December 31, 2012 Aggregate | | | December 31, 2012 DDR Pro Rata Share | |
Fixed Rate Mortgage Loans | | $ | 2,989.4 | | | $ | 513.1 | | | | 5.28 | % | | $ | 3,094.9 | | | $ | 517.5 | |
Variable Rate Mortgage Loans | | | 1,166.9 | | | | 198.8 | | | | 7.42 | % | | | 1,162.7 | | | | 206.3 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal | | | 4,156.3 | (1)(2) | | | 711.9 | (1)(2) | | | 5.88 | % | | | 4,257.6 | | | | 723.8 | |
Fair Market Value Adjustment | | | 17.0 | | | | 0.9 | | | | — | | | | 20.5 | | | | 1.1 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 4,173.3 | | | $ | 712.8 | | | | 5.88 | % | | $ | 4,278.1 | | | $ | 724.9 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Schedule of Maturities by Year(3) | | Scheduled Principal Payments | | | Mortgage Loan Maturities | | | Aggregate Total | | | DDR Pro Rata Share | |
2013 | | $ | 8.4 | | | $ | 179.2 | | | $ | 187.6 | | | $ | 16.8 | |
2014 | | | 16.9 | | | | 161.7 | | | | 178.6 | | | | 35.9 | |
2015 | | | 15.5 | | | | 576.3 | | | | 591.8 | | | | 82.6 | |
2016 | | | 11.9 | | | | 140.8 | | | | 152.7 | | | | 15.4 | |
2017 | | | 10.1 | | | | 2,469.0 | | | | 2,479.1 | | | | 389.6 | |
2018 | | | 3.9 | | | | 164.4 | | | | 168.3 | | | | 36.8 | |
2019 | | | 2.5 | | | | 91.9 | | | | 94.4 | | | | 31.5 | |
2020 | | | 2.7 | | | | 57.8 | | | | 60.5 | | | | 20.3 | |
2021 | | | 1.8 | | | | 80.5 | | | | 82.3 | | | | 31.4 | |
2022 and beyond | | | 0.7 | | | | 160.3 | | | | 161.0 | | | | 51.6 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 74.4 | | | $ | 4,081.9 | | | $ | 4,156.3 | | | $ | 711.9 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | |
Percentage of Total Debt | | June 30, 2013 | | | December 31, 2012 | |
Fixed | | | 71.9 | % | | | 72.7 | % |
Variable | | | 28.1 | % | | | 27.3 | % |
Recourse to DDR | | | 0.0 | % | | | 1.4 | % |
Non-recourse to DDR | | | 100.0 | % | | | 98.6 | % |
(1) | Includes approximately $308.8 million of non-recourse debt of which the Company’s proportionate share is $52.8 million associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
(2) | DDR funded a mezzanine loan to BRE DDR Holdings, LLC which is collateralized by equity interests in seven shopping center assets. As this loan is recorded by DDR as part of its investment in the joint venture, DDR does not consider any proportionate ownership interest in the loan. |
(3) | Assumes borrower extension options are exercised. |
36
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Pro Rata Share | | | Final Maturity Date(1) | | Interest Rate(2) | |
Senior Debt: | | | | | | | | | | | | | | |
Unsecured Credit Facilities: | | | | | | | | | | | | | | |
$750 Million Revolving Credit Facility | | $ | 29.7 | | | $ | 29.7 | | | 04/18 | | | LIBOR + 140 | |
$65 Million Revolving Credit Facility | | | 5.0 | | | | 5.0 | | | 04/18 | | | LIBOR + 140 | |
$50 Million Term Loan | | | 50.0 | | | | 50.0 | | | 01/17 | | | LIBOR + 170 | |
$300 Million Term Loan | | | 300.0 | | | | 300.0 | | | 01/19 | | | LIBOR + 210 | |
Secured Credit Facility: | | | | | | | | | | | | | | |
$400 Million Term Loan | | | 400.0 | | | | 400.0 | | | 04/18 | | | LIBOR + 155 | |
| | | | | | | | | | | | | | |
Total Term and Credit Facility Debt | | $ | 784.7 | | | $ | 784.7 | | | | | | | |
Public Debt: | | | | | | | | | | | | | | |
Unsecured Notes | | | 152.9 | | | | 152.9 | | | 05/15 | | | 5.50 | |
Convertible Notes | | | 323.2 | (3) | | | 323.2 | | | 11/15 | | | 1.75 | |
Unsecured Notes | | | 239.4 | | | | 239.4 | | | 03/16 | | | 9.63 | |
Unsecured Notes | | | 300.0 | | | | 300.0 | | | 04/17 | | | 7.50 | |
Unsecured Notes | | | 298.6 | | | | 298.6 | | | 04/18 | | | 4.75 | |
Unsecured Notes | | | 82.2 | | | | 82.2 | | | 07/18 | | | 7.50 | |
Unsecured Notes | | | 298.2 | | | | 298.2 | | | 09/20 | | | 7.88 | |
Unsecured Notes | | | 457.9 | | | | 457.9 | | | 07/22 | | | 4.63 | |
Unsecured Notes | | | 298.2 | | | | 298.2 | | | 05/23 | | | 3.38 | |
| | | | | | | | | | | | | | |
Total Public Debt | | $ | 2,450.6 | | | $ | 2,450.6 | | | | | | | |
Mortgage Debt: | | | | | | | | | | | | | | |
Tucson Spectrum, Tucson, AZ | | | 23.9 | | | | 23.9 | | | 04/14 | | | 5.56 | |
Abernathy Square, Atlanta, GA | | | 11.7 | | | | 11.7 | | | 10/14 | | | 4.23 | |
Bermuda Square, Chester, VA | | | 7.2 | | | | 7.2 | | | 10/14 | | | 4.23 | |
Brook Highland Plaza, Birmingham, AL | | | 23.8 | | | | 23.8 | | | 10/14 | | | 4.23 | |
Chillicothe Place, Chillicothe, OH | | | 4.1 | | | | 4.1 | | | 10/14 | | | 4.23 | |
Clearwater Collection, Clearwater, FL | | | 6.9 | | | | 6.9 | | | 10/14 | | | 4.23 | |
Cross Pointe Center, Fayetteville, NC | | | 9.6 | | | | 9.6 | | | 10/14 | | | 4.23 | |
Crossroads Center, Gulfport, MS | | | 23.7 | | | | 23.7 | | | 10/14 | | | 4.23 | |
Deer Valley Towne Center, Phoenix, AZ | | | 17.0 | | | | 17.0 | | | 10/14 | | | 4.23 | |
Delaware Consumer Square, Buffalo, NY | | | 9.9 | | | | 9.9 | | | 10/14 | | | 4.23 | |
Downtown Short Pump, Richmond, VA | | | 12.1 | | | | 12.1 | | | 10/14 | | | 4.23 | |
Hamilton Marketplace, Hamilton, NJ | | | 40.0 | | | | 40.0 | | | 10/14 | | | 4.23 | |
Home Depot Center, Orland Park, IL | | | 6.5 | | | | 6.5 | | | 10/14 | | | 4.23 | |
Kroger, Cincinnati, OH | | | 2.5 | | | | 2.5 | | | 10/14 | | | 4.23 | |
Lexington Place, Lexington, SC | | | 4.2 | | | | 4.2 | | | 10/14 | | | 4.23 | |
Loisdale Center, Springfield, VA | | | 10.7 | | | | 10.7 | | | 10/14 | | | 4.23 | |
Marketplace at Delta Twp, Lansing, MI | | | 6.4 | | | | 6.4 | | | 10/14 | | | 4.23 | |
Mooresville Consumer Sq., Mooresville, NC | | | 17.5 | | | | 17.5 | | | 10/14 | | | 4.23 | |
North Pointe Plaza, North Charleston, SC | | | 10.6 | | | | 10.6 | | | 10/14 | | | 4.23 | |
Overlook at Hamilton Place, Chattanooga, TN | | | 9.6 | | | | 9.6 | | | 10/14 | | | 4.23 | |
Plaza at Sunset Hills, Sunset Hills, MO | | | 27.0 | | | | 27.0 | | | 10/14 | | | 4.23 | |
Sam’s Club, Worcester, MA | | | 5.2 | | | | 5.2 | | | 10/14 | | | 4.23 | |
The Commons, Salisbury, MD | | | 8.4 | | | | 8.4 | | | 10/14 | | | 4.23 | |
Walmart Supercenter, Alliance, OH | | | 6.9 | | | | 6.9 | | | 10/14 | | | 4.23 | |
Wando Crossing, Mount Pleasant, SC | | | 11.6 | | | | 11.6 | | | 10/14 | | | 4.23 | |
Warner Robins Place, Warner Robins, GA | | | 6.5 | | | | 6.5 | | | 10/14 | | | 4.23 | |
Wendover Village, Greensboro, NC | | | 4.6 | | | | 4.6 | | | 10/14 | | | 4.23 | |
Windsor Court, Windsor, CT | | | 7.0 | | | | 7.0 | | | 10/14 | | | 4.23 | |
37
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | |
| | Loan | | | DDR | | | Final Maturity | | Interest | |
| | Balance | | | Pro Rata Share | | | Date(1) | | Rate(2) | |
Kyle Crossing, Kyle, TX | | | 21.0 | | | | 10.5 | | | 01/15 | | | LIBOR + 275 | |
Reno Riverside, Reno, NV | | | 2.7 | (4) | | | 2.7 | | | 02/15 | | | Prime + 170 | |
Merriam Village, Merriam, KS | | | 15.0 | | | | 15.0 | | | 03/15 | | | LIBOR + 200 | |
Hamilton Commons, Mays Landing, NJ | | | 4.2 | | | | 4.2 | | | 09/15 | | | 4.70 | |
Tops Plaza, Lockport, NY | | | 4.4 | | | | 4.4 | | | 01/16 | | | 8.00 | |
Freedom Plaza, Rome, NY | | | 1.5 | | | | 1.5 | | | 09/16 | | | 7.85 | |
Walmart Supercenter, Winston-Salem, NC | | | 5.1 | | | | 5.1 | | | 08/17 | | | 6.00 | |
Belgate Shopping Center, Charlotte, NC | | | 12.3 | | | | 12.3 | | | 09/17 | | | LIBOR + 225 | |
Thruway Plaza (Walmart), Cheektowaga, NY | | | 2.3 | | | | 2.3 | | | 10/17 | | | 6.78 | |
Tops Plaza, Ithaca, NY | | | 9.3 | | | | 9.3 | | | 01/18 | | | 7.05 | |
Walmart Supercenter, Greenville, SC | | | 5.0 | | | | 5.0 | | | 01/18 | | | 6.00 | |
Johns Creek Town Center, Suwanee, GA | | | 25.1 | | | | 25.1 | | | 03/18 | | | 5.06 | |
Southland Crossings, Boardman, OH | | | 25.1 | | | | 25.1 | | | 03/18 | | | 5.06 | |
The Promenade at Brentwood, St. Louis, MO | | | 31.9 | | | | 31.9 | | | 03/18 | | | 5.06 | |
DDR Headquarters, Beachwood, OH | | | 30.6 | | | | 30.6 | | | 03/18 | | | LIBOR + 130 | |
Mohawk Commons, Niskayuna, NY | | | 12.9 | | | | 12.9 | | | 12/18 | | | 5.75 | |
Lowes, Hendersonville, TN | | | 5.1 | | | | 5.1 | | | 01/19 | | | 7.66 | |
Nassau Park Pavilion, Princeton, NJ | | | 57.0 | | | | 57.0 | | | 02/19 | | | 3.40 | |
Bandera Pointe, San Antonio, TX | | | 24.8 | | | | 24.8 | | | 02/19 | | | 3.40 | |
Presidential Commons, Snellville, GA | | | 21.2 | | | | 21.2 | | | 02/19 | | | 3.40 | |
Plaza Cayey, Cayey, PR | | | 21.3 | | | | 21.3 | | | 06/19 | | | 7.59 | |
Plaza Fajardo, Fajardo, PR | | | 25.7 | | | | 25.7 | | | 06/19 | | | 7.59 | |
Plaza Isabela, Isabela, PR | | | 22.5 | | | | 22.5 | | | 06/19 | | | 7.59 | |
Plaza Walmart, Guayama, PR | | | 12.0 | | | | 12.0 | | | 06/19 | | | 7.59 | |
Mariner Square, Spring Hill, FL | | | 3.2 | | | | 3.2 | | | 09/19 | | | 9.75 | |
Northland Square, Cedar Rapids, IA | | | 6.2 | | | | 6.2 | | | 01/20 | | | 9.38 | |
Plaza Rio Hondo, Bayamon, PR | | | 125.7 | | | | 125.7 | | | 01/20 | | | 3.95 | |
Easton Marketplace, Columbus, OH | | | 50.2 | | | | 50.2 | | | 01/20 | | | 3.95 | |
The Fountains, Plantation, FL | | | 45.8 | | | | 45.8 | | | 01/20 | | | 3.95 | |
Perimeter Pointe, Atlanta, GA | | | 43.3 | | | | 43.3 | | | 01/20 | | | 3.95 | |
Polaris Towne Center, Columbus, OH | | | 44.5 | | | | 44.5 | | | 04/20 | | | 6.76 | |
West Valley Marketplace, Allentown, PA | | | 11.7 | | | | 11.7 | | | 07/21 | | | 6.95 | |
Wrangleboro Consumer Sq. I & II, Mays Landing, NJ | | | 62.9 | | | | 62.9 | | | 10/21 | | | 5.41 | |
Chapel Hills East, Colorado Springs, CO | | | 9.0 | | | | 9.0 | | | 12/21 | | | 5.24 | |
Paradise Village Gateway, Phoenix, AZ | | | 30.0 | | | | 20.1 | | | 01/22 | | | 4.65 | |
Macedonia Commons, Macedonia, OH | | | 20.1 | | | | 20.1 | | | 02/22 | | | 5.71 | |
Gulfport Promenade, Gulfport, MS | | | 15.7 | | | | 15.7 | | | 12/37 | | | SIFMA + 5 | |
| | | | | | | | | | | | | | |
Total Mortgage Debt | | $ | 1,201.4 | | | $ | 1,181.0 | | | | | | | |
Subtotal | | $ | 4,436.7 | | | $ | 4,416.3 | | | | | | | |
Fair Market Value Adjustment—Assumed Debt | | | 7.7 | | | | 7.7 | | | | | | | |
| | | | | | | | | | | | | | |
Total Consolidated Debt | | $ | 4,444.4 | | | $ | 4,424.0 | | | | | | | |
| | | | | | | | | | | | | | |
38
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | | | |
| | Loan | | | DDR | | | Wtd. Avg. | | | Wtd. Avg. | |
| | Balance | | | Pro Rata Share | | | Maturity | | | Interest Rate | |
Fixed Rate | | $ | 4,104.7 | | | $ | 4,094.8 | | | | 5.4 years | | | | 4.97 | % |
Variable Rate | | | 332.0 | | | | 321.5 | | | | 5.4 years | | | | 1.83 | % |
| | | | | | | | | | | | | | | | |
| | $ | 4,436.7 | | | $ | 4,416.3 | | | | 5.4 years | | | | 4.74 | % |
| | | | | | | | | | | | | | | | |
| | | | |
Cumulative Redeemable Preferred Shares | | Outstanding Amount | |
Class H - 7.375% | | $ | 55.0 | |
Class J - 6.500% | | | 200.0 | |
Class K - 6.250% | | | 150.0 | |
| | | | |
| | $ | 405.0 | |
| | | | |
Derivative Instruments
| | | | | | | | | | | | | | |
| | Notional Amount | | | Underlying Debt Hedged | | Rate Hedged | | Fixed Rate | | | Termination Date |
Interest Rate Swap | | $ | 100.0 | | | Secured Term Loan | | 1 mo. LIBOR | | | 1.01 | % | | June 28, 2014 |
Interest Rate Swap | | $ | 50.0 | | | Unsecured Term Loan | | 1 mo. LIBOR | | | 0.56 | % | | June 1, 2015 |
Interest Rate Swap | | $ | 100.0 | | | Secured Term Loan | | 1 mo. LIBOR | | | 0.53 | % | | July 1, 2015 |
Interest Rate Swap | | $ | 82.1 | | | Mortgage Portfolio | | 1 mo. LIBOR | | | 2.81 | % | | September 1, 2017 |
Interest Rate Swap | | $ | 100.0 | | | Unsecured Term Loan | | 1 mo. LIBOR | | | 0.88 | % | | January 2, 2018 |
Interest Rate Swap | | $ | 200.0 | | | Unsecured Term Loan | | 1 mo. LIBOR | | | 1.54 | % | | February 1, 2019 |
(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 $12.0 million is partially offset by approximately $2.5 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 125% of $15.55 per share at June 30, 2013. The conversion price is subject to future 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 $26.8 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) | Reno Riverside has an interest rate floor of 5.95%. |
39
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Joint Venture Debt Detail
(In Millions)
| | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Pro Rata Share | | | Final Maturity Date(1) | | | Interest Rate |
DDRTC Core Retail Fund, LLC | | | | | | | | | | | | | | |
DDRTC Holdings Pool 1, LLC (9 assets) | | $ | 350.2 | | | $ | 52.5 | | | | 03/17 | | | 5.45 |
DDRTC Holdings Pool 5, LLC (12 assets) | | | 214.5 | | | | 32.2 | | | | 05/17 | | | LIBOR + 275 |
DDRTC Holdings Pool 3, LLC (12 assets) | | | 371.6 | | | | 55.7 | | | | 06/17 | | | 4.63 |
Willoughby Hills Shop Ctr, Willoughby Hills, OH | | | 8.6 | | | | 1.3 | | | | 07/18 | | | 6.98 |
| | | | | | | | | | | | | | |
Total DDRTC Core Retail Fund LLC | | $ | 944.9 | | | $ | 141.7 | | | | | | | |
BRE DDR Retail Holdings, LLC | | | | | | | | | | | | | | |
BRE DDR Venice Holdings LLC (7 Assets) | | | 75.0 | | | | 3.8 | | | | 12/13 | | | LIBOR + 325 |
BRE DDR Homart Holdings LLC (4 Assets) | | | 262.5 | | | | 13.1 | | | | 09/15 | | | 6.40 |
BRE DDR Bison Holdings LLC (12 Assets) | | | 111.6 | | | | 5.6 | | | | 04/16 | | | 5.25 |
BRE DDR Retail Mezz 2 LLC (15 Assets) | | | 320.0 | (2) | | | 16.0 | | | | 07/17 | | | LIBOR + 398 |
BRE DDR Longhorn II Holdings LLC (5 Assets) | | | 136.8 | | | | 6.8 | | | | 10/17 | | | 5.01 |
BRE DDR Longhorn II Holdings LLC (5 Assets) | | | 31.7 | (3) | | | — | | | | 10/17 | | | 10.00 |
| | | | | | | | | | | | | | |
Total BRE DDR Retail Holdings, LLC | | $ | 937.6 | | | $ | 45.3 | | | | | | | |
DDR Domestic Retail Fund I | | | | | | | | | | | | | | |
Village Center, Racine, WI | | | 11.5 | | | | 2.3 | | | | 04/15 | | | 4.21 |
Paradise Promenade, Davie, FL | | | 5.9 | | | | 1.2 | | | | 04/15 | | | 4.21 |
West Falls Plaza, West Patterson, NJ | | | 11.2 | | | | 2.2 | | | | 04/15 | | | 4.21 |
DDR Domestic Retail Fund I (52 assets) | | | 883.8 | | | | 176.8 | | | | 07/17 | | | 5.60 |
Heather Island, Ocala, FL | | | 4.6 | | | | 0.9 | | | | 02/18 | | | 3.56 |
Hilliard Rome, Columbus, OH | | | 12.3 | | | | 2.5 | | | | 02/18 | | | 3.56 |
| | | | | | | | | | | | | | |
Total DDR Domestic Retail Fund I | | $ | 929.3 | | | $ | 185.9 | | | | | | | |
Coventry II | | | | | | | | | | | | | | |
Bloomfield Park, Bloomfield Hills, MI | | | 39.8 | (4) | | | — | | | | 12/08 | | | Prime + 300 |
Marley Creek Square, Orland Park, IL | | | 10.5 | (4) | | | 1.1 | | | | 12/12 | | | LIBOR + 125 |
Coventry II DDR SM (14 assets) | | | 21.2 | (4) | | | 4.2 | | | | 06/13 | | | LIBOR + 350 |
Coventry II DDR SM (14 assets) | | | 32.7 | (4) | | | 6.6 | | | | 09/13 | | | LIBOR + 525 |
Tri-County Mall, Cincinnati, OH | | | 149.6 | (4) | | | 29.9 | | | | 02/15 | | | 5.66 |
Totem Lake Mall, Kirkland, WA | | | 27.5 | (4) | | | 5.5 | | | | 06/15 | | | LIBOR + 650 |
Buena Park, Buena Park, CA | | | 73.0 | (2) | | | 14.6 | | | | 06/15 | | | LIBOR + 625 |
Westover Marketplace, San Antonio, TX | | | 19.7 | (2) | | | 3.9 | | | | 02/16 | | | LIBOR + 450 |
Coventry II DDR SM (7 assets) | | | 27.5 | (4) | | | 5.5 | | | | 09/16 | | | 6.75 |
Christown Spectrum Mall, Phoenix, AZ | | | 66.4 | | | | 13.3 | | | | 04/18 | | | 4.80 |
Fairplain Plaza, Benton Harbor, MI | | | 18.7 | | | | 3.7 | | | | 05/23 | | | 4.85 |
| | | | | | | | | | | | | | |
Total Coventry II | | $ | 486.6 | | | $ | 88.3 | | | | | | | |
Sonae Sierra Brasil BV Sarl | | | | | | | | | | | | | | |
Shopping Plaza Sul | | | 18.9 | | | | 6.3 | | | | 06/15 | | | CDI |
Sonae Sierra Brasil Limitadas, Brazil | | | 5.0 | | | | 1.7 | | | | 11/15 | | | CDI + 285 |
Patio Boavista, Brazil | | | 7.7 | | | | 2.5 | | | | 11/16 | | | CDI + 330 |
Debentures | | | 42.9 | | | | 14.3 | | | | 02/17 | | | CDI + 96 |
Shopping Metropole, Brazil | | | 21.0 | | | | 7.0 | | | | 09/18 | | | TR + 1030 |
Debentures | | | 91.9 | | | | 30.6 | | | | 02/19 | | | IPCA + 625 |
Manaura Shopping, Brazil | | | 57.8 | | | | 19.3 | | | | 12/20 | | | 10.00 |
Patio Goiania, Brazil | | | 59.8 | | | | 19.9 | | | | 06/23 | | | TR + 970 |
Patio Londrina, Brazil | | | 51.1 | | | | 17.0 | | | | 10/25 | | | TR + 970 |
Patio Uberlandia, Brazil | | | 34.7 | | | | 11.6 | | | | 10/25 | | | TR + 970 |
| | | | | | | | | | | | | | |
Total Sonae Sierra Brasil BV Sarl | | $ | 390.8 | | | $ | 130.2 | | | | | | | |
40
DDR
Quarterly Financial Supplement
For the six months ended June 30, 2013
Joint Venture Debt Detail
(In Millions)
| | | | | | | | | | | | | | | | |
| | Loan Balance | | | DDR Pro Rata Share | | | Final Maturity Date(1) | | | Interest Rate | |
DDR SAU Retail Fund, LLC | | | | | | | | | | | | | | | | |
DDR SAU Retail Fund (18 assets) | | $ | 108.9 | | | $ | 21.8 | | | | 09/17 | | | | 4.74 | |
DDR SAU Retail Fund (9 assets) | | | 72.5 | | | | 14.5 | | | | 04/18 | | | | 4.65 | |
| | | | | | | | | | | | | | | | |
Total DDR SAU Retail Fund LLC | | $ | 181.4 | | | $ | 36.3 | | | | | | | | | |
DDR Markaz II (13 assets) | | | 141.8 | | | | 28.3 | | | | 11/14 | | | | 7.15 | |
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) | | | 20.8 | | | | 5.3 | | | | 10/20 | | | | 5.25 | |
Sun Center Limited, Columbus, OH | | | 23.0 | | | | 18.3 | | | | 05/21 | | | | 5.99 | |
RVIP IIIB, Deer Park, IL | | | 73.1 | | | | 18.8 | | | | 09/21 | | | | 4.84 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 285.7 | | | $ | 84.2 | | | | | | | | | |
Subtotal | | $ | 4,156.3 | | | $ | 711.9 | | | | | | | | | |
Fair Market Value Adjustment—Assumed Debt | | | 17.0 | | | | 0.9 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Joint Venture Debt | | $ | 4,173.3 | | | $ | 712.8 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | Wtd. Avg. Maturity | | | Wtd. Avg. Interest Rate | |
Total Joint Venture Debt: | | | | | | | | | | | | | | | | |
Fixed Rate | | $ | 2,989.4 | | | $ | 513.1 | | | | 4.0 years | | | | 5.28 | % |
Variable Rate | | | 1,166.9 | | | | 198.8 | | | | 5.1 years | | | | 7.42 | % |
| | | | | | | | | | | | | | | | |
| | $ | 4,156.3 | | | $ | 711.9 | | | | 4.3 years | | | | 5.88 | % |
| | | | | | | | | | | | | | | | |
Derivative Instruments
| | | | | | | | | | | | | | |
| | Notional Amount | | | Underlying Debt Hedged | | Rate Hedged | | Capped Rate | | | Termination Date |
Interest Rate Cap | | $ | 65.0 | | | Coventry II Christown Spectrum Mall | | 1 mo. LIBOR | | | 2.85 | % | | November 22, 2013 |
Interest Rate Cap | | $ | 22.6 | | | 151 Westover LLC | | 1 mo. LIBOR | | | 4.50 | % | | January 1, 2015 |
Interest Rate Cap | | $ | 320.0 | | | BRE DDR Retail Mezz II LLC | | 1 mo. LIBOR | | | 4.00 | % | | July 1, 2015 |
(1) | Assumes borrower extension options are exercised. |
(2) | The following loans have floor interest rates: |
| | |
Loan | | Floor |
BRE DDR Retail Mezz 2 LLC | | 1 month LIBOR of 0.50% |
Buena Park, Buena, CA | | 1 month LIBOR of 0.75% |
Westover Marketplace, San Antonio, TX | | 1 month LIBOR of 2.00% |
(3) | DDR funded a mezzanine loan to BRE DDR Holdings, LLC which is collateralized by equity interests in seven shopping center assets. As this loan is recorded by DDR as part of its investment in the joint venture, DDR does not consider any proportionate ownership interest in the loan. |
(4) | Includes approximately $308.8 million of non-recourse debt of which the Company’s proportionate share is $52.8 million associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
41
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 Katharine Hutchins | | craig.schmidt@baml.com katharine.hutchins@baml.com | | (646) 855-3640 (646) 855-1681 |
| | | |
Citigroup | | Michael Bilerman Quentin Velleley | | michael.bilerman@citi.com quentin.velleley@citi.com | | (212) 816-1383 (212) 816-6981 |
| | | |
Cowen & Company | | Jim Sullivan | | james.sullivan@cowen.com | | (646) 562-1380 |
| | | |
Deutsche Bank | | Vincent Chao | | vincent.chao@db.com | | (212) 250-6799 |
| | | |
DISCERN, Inc. | | Dave Wigginton | | dwigginton@discern.com | | (646) 863-4177 |
| | | |
Goldman Sachs | | Andrew Rosivach | | andrew.rosivach@gs.com | | (212) 902-2796 |
| | | |
Green Street Advisors | | Cedrik Lachance Jason White | | clachance@greenstreetadvisors.com jwhite@greenstreetadvisors.com | | (949) 640-8780 (949) 640-8780 |
| | | |
Hilliard Lyons | | Carol Kemple | | ckemple@hilliard.com | | (502) 588-1839 |
| | | |
ISI Group | | Steve Sakwa Samit Parikh | | ssakwa@isigrp.com sparikh@isigrp.com | | (212) 446-9462 (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 Todd Thomas | | jsadler@keybanccm.com tthomas@keybanccm.com | | (917) 368-2280 (917) 368-2286 |
| | | |
Morgan Stanley | | Haendel St. Juste | | haendel.stjuste@morganstanley.com | | (212) 761-0071 |
| | | |
RBC Capital Markets | | Rich Moore | | rich.moore@rbccm.com | | (440) 715-2646 |
| | | |
Sandler O’Neill | | Alex Goldfarb Andrew Schaffer | | agoldfarb@sandleroneill.com aschaffer@sandleroneill.com | | (212) 466-7937 (212) 466-8062 |
| | | |
SunTrust Robinson Humphrey | | Ki Bin Kim | | kibin.kim@suntrust.com | | (212) 303-4124 |
| | | |
UBS | | Ross Nussbaum Christy McElroy | | ross.nussbaum@ubs.com christy.mcelroy@ubs.com | | (212) 713-2484 (203) 719-7831 |
| | | |
Wells Fargo | | Jeff Donnelly Tamara Fique | | jeff.donnelly@wellsfargo.com tamara.fique@wellsfargo.com | | (617) 603-4262 (443) 263-6568 |
| | | |
Fixed Income Research Coverage | | | | | | |
Barclays | | Danish Agboatwala | | danish.agboatwala@barclays.com | | (212) 412-2573 |
| | | |
Citigroup | | Tom Cook | | thomas.n.cook@citigroup.com | | (212) 723-1112 |
| | | |
J.P. Morgan | | Mark Streeter | | mark.streeter@jpmorgan.com | | (212) 834-5086 |
| | | |
Wells Fargo | | Thierry Perrein | | thierry.perrein@wachovia.com | | (704) 715-8455 |
42