Exhibit 99.2
DDR
Quarterly Financial Supplement
For the year ended December 31, 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 | | | 25-27 | |
| |
Portfolio Summary | | | | |
Portfolio Characteristics | | | 28 | |
Leasing Summary | | | 29-31 | |
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 year ended December 31, 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 | | Matt Lougee |
| Director of Communications | | Senior Vice President of Finance |
| 216.755.5500 | | 216.755.5500 |
| mschuler@ddr.com | | mlougee@ddr.com |
DDR REPORTS OPERATING FFO PER DILUTED SHARE INCREASES 7.8% TO $1.11
FOR THE YEAR ENDED DECEMBER 31, 2013
BEACHWOOD, OHIO, February 12, 2014 – DDR Corp. (NYSE: DDR) today announced operating results for the fourth quarter and year ended December 31, 2013.
SIGNIFICANT FOURTH QUARTER ACTIVITY
| | • | | Generated Operating FFO of $0.29 per diluted share for the fourth quarter, an increase of 7.4% compared to the fourth quarter of 2012 |
| | • | | Executed 384 new leases and renewals for 2.5 million square feet |
| | • | | Increased the portfolio leased rate by 30 basis points to 95.1% at December 31, 2013 from 94.8% at September 30, 2013 |
| | • | | Generated positive leasing spreads with new leases up 13.9% at 100% ownership and 20.7% on a pro rata basis, and renewals up 8.0% at 100% ownership and 7.9% on a pro rata basis; blended spreads were up 9.2% at 100% ownership and 10.0% on a pro rata basis |
| | • | | Generated same store net operating growth of 3.4% at 100% ownership and 3.1% on a pro rata basis compared to the prior year |
| | • | | Acquired sole ownership of 30 prime power centers from an existing joint venture with Blackstone Real Estate Partners VII for $1.46 billion |
| | • | | Issued $300 million of 3.50% senior unsecured notes due 2021 |
| | • | | Closed on the forward issuance of $664 million of common equity to fund the net investment in prime assets |
| | • | | Completed the disposition of $184 million of non-prime assets; DDR’s pro rata gross proceeds were $98 million |
2013 YEAR-END HIGHLIGHTS
| | • | | Generated Operating FFO of $1.11 per diluted share for the full year 2013, an increase of 7.8% compared to 2012 |
| | • | | Executed 1,719 new leases and renewals for 10.3 million square feet in 2013 |
| | • | | Increased the portfolio leased rate by 90 basis points from 94.2% at December 31, 2012 |
| | • | | Generated positive leasing spreads for the full year 2013, with new leases up 12.2% at 100% ownership and 14.9% on a pro rata basis, and renewals up 7.4% at 100% ownership and 7.6% on a pro rata basis |
| | • | | Generated same store net operating income growth of 3.3% at 100% ownership and 3.1% on a pro rata basis for the full year 2013 as compared to 2012 |
| | • | | Increased the total portfolio average annualized base rent per occupied square foot to $14.18 as of December 31, 2013 as compared to $13.66 at December 31, 2012 |
“We are extremely pleased with the consistent operating performance of our portfolio which led to high quality growth in 2013 and we expect operating metrics to accelerate further in 2014,” commented DDR’s chief executive officer, Daniel B. Hurwitz.
1
FINANCIAL HIGHLIGHTS
The Company’s fourth quarter Operating Funds From Operations attributable to common shareholders (“Operating FFO”) increased to $104.5 million, or $0.29 per diluted share, which compares to $84.0 million, or $0.27 per diluted share, for the prior-year comparable period. The increase in Operating FFO for the three-month period ended December 31, 2013, as compared to the same period in 2012, primarily is due to organic growth as well as shopping center acquisition transactions, partially offset by asset dispositions.
Funds From Operations attributable to common shareholders (“FFO”) for the three-month period ended December 31, 2013 increased to $120.2 million, or $0.33 per diluted share, which compares to $61.8 million, or $0.20 per diluted share, for the prior-year comparable period. The increase in FFO for the three-month period ended December 31, 2013, as compared to the same period in 2012, primarily is due to organic growth and net shopping center acquisition activity as well as the gain on change in control of interests recorded in the fourth quarter of 2013.
Operating FFO for the year ended December 31, 2013 increased to $366.7 million, or $1.11 per diluted share, which compares to $305.3 million, or $1.03 per diluted share, for the prior year. The increase in Operating FFO for the year ended December 31, 2013, primarily is due to the same factors impacting Operating FFO for the three-month period.
FFO for the year ended December 31, 2013 increased to $372.5 million, or $1.13 per diluted share, which compares to $312.4 million, or $1.06 per diluted share, for the prior year. The increase in FFO for the year ended December 31, 2013, primarily is due to the same factors impacting FFO for the three-month period, 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 in 2012.
Net income attributable to common shareholders for the three-month period ended December 31, 2013 was $0.6 million, or $0.00 per diluted share, which compares to net loss of $7.0 million, or $0.02 per diluted share, for the prior-year comparable period. Net loss attributable to common shareholders for the year ended December 31, 2013 was $43.1 million, or $0.14 per diluted share, which compares to net loss of $60.3 million, or $0.21 per diluted share, for the prior year. The change in net loss attributable to common shareholders for the three-month period and year ended December 31, 2013, is primarily due to the same factors impacting FFO.
LEASING & PORTFOLIO OPERATIONS
The following results for the full year and fourth quarter of 2013 highlight continued strong leasing activity throughout the portfolio:
| | • | | Executed 778 new leases aggregating 3.4 million square feet and 941 renewals aggregating approximately 6.9 million square feet, of which 180 new leases aggregating approximately 0.8 million square feet and 204 renewals aggregating approximately 1.7 million square feet were executed in the fourth quarter |
| | • | | Generated positive leasing spreads for the full year 2013, with new leases up 12.2% at 100% ownership and 14.9% on a pro rata basis, and renewals up 7.4% at 100% ownership and 7.6% on a pro rata basis; blended spreads were up 8.3% at 100% ownership and 8.9% on a pro rata basis |
| | • | | Generated positive leasing spreads for the fourth quarter, with new leases up 13.9% at 100% ownership and 20.7% on a pro rata basis, and renewals up 8.0% at 100% ownership and 7.9% on a pro rata basis; blended spreads were up 9.2% at 100% ownership and 10.0% on a pro rata basis |
2
| | • | | The portfolio leased rate increased to 95.1% at December 31, 2013, as compared to 94.8% at September 30, 2013 and 94.2% at December 31, 2012 |
| | • | | Same store net operating income (“NOI”) increased by 3.3% at 100% ownership for the full year 2013 and 3.4% for the fourth quarter as compared to the same periods in 2012 and 3.1% on a pro rata basis for both the full year and fourth quarter of 2013 |
| | • | | Total portfolio average annualized base rent per occupied square foot as of December 31, 2013 was $14.18, as compared to $13.66 at December 31, 2012 |
ACQUISITIONS & FINANCINGS
In October 2013, the Company acquired sole ownership of a portfolio of 30 prime power centers that were previously owned by an existing joint venture (“BRE JV”) with Blackstone Real Estate Partners VII L.P. (“Blackstone”) for $1.46 billion ($1.54 billion at 100%). The investment was funded through a combination of proceeds from the issuance of new common equity and unsecured debt that priced in May, preferred equity and mezzanine loan repayments, and the assumption of existing mortgage debt. The Company recorded a gain on change in control and sale of interests of $18.8 million related to the transaction.
In November 2013, the Company issued $300 million aggregate principal amount of 3.50% senior unsecured notes due January 2021. Proceeds from the issuance were used to repay mortgage debt assumed from the acquisition of assets from the BRE JV.
DISPOSITIONS
In the fourth quarter of 2013, the Company sold 11 consolidated operating shopping centers, aggregating approximately 0.9 million square feet, and consolidated non-income producing assets generating gross proceeds of approximately $81.8 million. The Company recorded an aggregate net gain of approximately $4.2 million related to these asset sales. During the same period, the Company’s unconsolidated joint ventures sold five operating shopping centers, aggregating approximately 1.1 million square feet, and non-income producing assets generating gross proceeds of approximately $102.6 million, of which the Company’s pro rata share was $15.7 million. An aggregate net gain of approximately $7.9 million was recorded related to these asset sales, of which the Company’s pro rata share was $1.9 million.
2014 GUIDANCE
There has been no change in Operating FFO per share guidance since the initial release provided on January 6, 2014. The Company continues to estimate Operating FFO for 2014 between $1.17 and $1.21 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.
3
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, local conditions such as oversupply of space or a reduction in demand for real estate in the area; competition from other available space; dependence on rental income from real property; the loss of, significant downsizing of or bankruptcy of a major tenant; constructing properties or expansions that produce a desired yield on investment; our ability to buy or sell assets on commercially reasonable terms; our ability to complete acquisitions or dispositions of assets under contract; our ability to secure equity or debt financing on commercially acceptable terms or at all; our ability to enter into definitive agreements with regard to our financing and joint venture arrangements or our failure to satisfy conditions to the completion of these arrangements; the success of our capital recycling strategy; and the finalization of the financial statements for the three-month period ended and year ended December 31, 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 416 value-oriented shopping centers representing 116 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 andFacebook.
4
CONFERENCE CALL INFORMATION & SUPPLEMENTAL MATERIALS
A copy of the Company’s Supplemental Financial/Operational package is available to all interested parties upon request to Brooke Vanek, at the Company’s corporate office, 3300 Enterprise Parkway, Beachwood, Ohio 44122 or at www.ddr.com.
The Company will hold its quarterly conference call tomorrow, February 13, 2014, at 10:00 a.m. Eastern Time. To participate, please dial 877.703.6110 (domestic), or 857.244.7309 (international) at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 55843186. Access to the live call and replay will also be available through the Company’s website. The replay will be available through February 20, 2014.
5
DDR Corp.
Financial Highlights
(In Thousands)
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues: | | | | | | | | | | | | | | | | |
Minimum rents | | $ | 177,827 | | | $ | 136,410 | | | $ | 608,419 | | | $ | 516,997 | |
Percentage and overage rents | | | 2,678 | | | | 2,587 | | | | 5,932 | | | | 4,999 | |
Recoveries from tenants | | | 59,154 | | | | 44,913 | | | | 198,404 | | | | 167,248 | |
Ancillary and other property income | | | 7,975 | | | | 7,726 | | | | 28,984 | | | | 27,110 | |
Management, development and other fee income | | | 8,966 | | | | 10,579 | | | | 40,160 | | | | 43,706 | |
Other(A) | | | 245 | | | | 535 | | | | 6,889 | | | | 1,396 | |
| | | | | | | | | | | | | | | | |
| | | 256,845 | | | | 202,750 | | | | 888,788 | | | | 761,456 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Operating and maintenance | | | 37,788 | | | | 31,764 | | | | 137,979 | | | | 123,893 | |
Real estate taxes | | | 35,582 | | | | 26,874 | | | | 117,374 | | | | 99,086 | |
Impairment charges(B) | | | 5,322 | | | | 14,091 | | | | 44,989 | | | | 58,783 | |
General and administrative | | | 20,432 | | | | 19,753 | | | | 79,556 | | | | 76,444 | |
Depreciation and amortization | | | 109,295 | | | | 62,428 | | | | 318,076 | | | | 238,464 | |
| | | | | | | | | | | | | | | | |
| | | 208,419 | | | | 154,910 | | | | 697,974 | | | | 596,670 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 3,173 | | | | 5,970 | | | | 23,539 | | | | 15,799 | |
Interest expense(C) | | | (63,738 | ) | | | (54,120 | ) | | | (228,869 | ) | | | (213,261 | ) |
Loss on debt retirement, net | | | — | | | | — | | | | — | | | | (13,495 | ) |
Other income (expense), net(D) | | | (3,341 | ) | | | (10,726 | ) | | | (6,629 | ) | | | (17,826 | ) |
| | | | | | | | | | | | | | | | |
| | | (63,906 | ) | | | (58,876 | ) | | | (211,959 | ) | | | (228,783 | ) |
| | | | | | | | | | | | | | | | |
Loss before earnings from equity method investments and other items | | | (15,480 | ) | | | (11,036 | ) | | | (21,145 | ) | | | (63,997 | ) |
Equity in net income of joint ventures | | | 1,276 | | | | 18,284 | | | | 6,819 | | | | 35,250 | |
Impairment of joint venture investments(B) | | | (980 | ) | | | — | | | | (980 | ) | | | (26,671 | ) |
Gain (loss) on change in control and sale of interests, net(E) | | | 18,840 | | | | (1,866 | ) | | | 19,906 | | | | 78,127 | |
Tax expense of taxable REIT subsidiaries and state franchise and income taxes | | | (234 | ) | | | (345 | ) | | | (2,713 | ) | | | (1,143 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | | 3,422 | | | | 5,037 | | | | 1,887 | | | | 21,566 | |
Income (loss) from discontinued operations(F) | | | 3,905 | | | | (4,675 | ) | | | (11,735 | ) | | | (52,758 | ) |
| | | | | | | | | | | | | | | | |
Income (loss) before gain (loss) on disposition of real estate | | | 7,327 | | | | 362 | | | | (9,848 | ) | | | (31,192 | ) |
Gain (loss) on disposition of real estate, net of tax | | | 120 | | | | (298 | ) | | | 467 | | | | 5,863 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | 7,447 | | | | 64 | | | | (9,381 | ) | | | (25,329 | ) |
Loss attributable to non-controlling interests | | | (237 | ) | | | (68 | ) | | | (794 | ) | | | (493 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) attributable to DDR | | $ | 7,210 | | | $ | (4 | ) | | $ | (10,175 | ) | | $ | (25,822 | ) |
Write-off of preferred share original issuance costs | | | — | | | | — | | | | (5,246 | ) | | | (5,804 | ) |
Preferred dividends | | | (6,608 | ) | | | (7,030 | ) | | | (27,721 | ) | | | (28,645 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | 602 | | | $ | (7,034 | ) | | $ | (43,142 | ) | | $ | (60,271 | ) |
| | | | | | | | | | | | | | | | |
Funds From Operations (“FFO”): | | | | | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | 602 | | | $ | (7,034 | ) | | $ | (43,142 | ) | | $ | (60,271 | ) |
Depreciation and amortization of real estate investments | | | 107,158 | | | | 63,577 | | | | 314,720 | | | | 242,822 | |
Equity in net income of joint ventures | | | (1,276 | ) | | | (18,284 | ) | | | (6,819 | ) | | | (35,250 | ) |
Impairment of depreciable joint venture investments | | | — | | | | — | | | | — | | | | 26,671 | |
Joint ventures’ FFO | | | 12,306 | | | | 13,142 | | | | 49,409 | | | | 53,603 | |
Non-controlling interests (OP Units) | | | 54 | | | | 48 | | | | 215 | | | | 191 | |
Impairment of depreciable real estate assets | | | 5,361 | | | | 18,566 | | | | 69,597 | | | | 96,319 | |
Gain on disposition of depreciable real estate, net | | | (4,042 | ) | | | (8,178 | ) | | | (11,459 | ) | | | (11,705 | ) |
| | | | | | | | | | | | | | | | |
FFO attributable to common shareholders | | | 120,163 | | | | 61,837 | | | | 372,521 | | | | 312,380 | |
| | | | | | | | | | | | | | | | |
Non-operating items, net(G) | | | (15,667 | ) | | | 22,160 | | | | (5,854 | ) | | | (7,062 | ) |
| | | | | | | | | | | | | | | | |
Operating FFO | | $ | 104,496 | | | $ | 83,997 | | | $ | 366,667 | | | $ | 305,318 | |
| | | | | | | | | | | | | | | | |
Earnings per share – Diluted(H) | | $ | 0.00 | | | $ | (0.02 | ) | | $ | (0.14 | ) | | $ | (0.21 | ) |
| | | | | | | | | | | | | | | | |
Funds From Operations – Diluted(H) | | $ | 0.33 | | | $ | 0.20 | | | $ | 1.13 | | | $ | 1.06 | |
| | | | | | | | | | | | | | | | |
Operating Funds From Operations – Diluted(H) | | $ | 0.29 | | | $ | 0.27 | | | $ | 1.11 | | | $ | 1.03 | |
| | | | | | | | | | | | | | | | |
6
DDR Corp.
Financial Highlights
(In Thousands)
Selected Balance Sheet Data
| | | | | | | | |
| | | December 31, 2013 | | | December 31, 2012 | |
Assets: | | | | | | | | |
Real estate and rental property: | | | | | | | | |
Land | | $ | 2,209,970 | | | $ | 1,900,401 | |
Buildings | | | 6,949,440 | | | | 5,773,961 | |
Fixtures and tenant improvements | | | 599,221 | | | | 489,626 | |
| | | | | | | | |
| | | 9,758,631 | | | | 8,163,988 | |
Less: Accumulated depreciation | | | (1,823,199 | ) | | | (1,670,717 | ) |
| | | | | | | | |
| | | 7,935,432 | | | | 6,493,271 | |
Land held for development and construction in progress | | | 452,980 | | | | 475,123 | |
Real estate held for sale, net | | | 12,670 | | | | — | |
| | | | | | | | |
Real estate, net | | | 8,401,082 | | | | 6,968,394 | |
Investments in and advances to joint ventures | | | 448,008 | | | | 613,017 | |
Cash | | | 86,664 | | | | 31,174 | |
Restricted cash | | | 33,476 | | | | 23,658 | |
Notes receivable, net | | | 78,338 | | | | 68,718 | |
Receivables, including straight-line rent, net | | | 129,513 | | | | 126,228 | |
Other assets, net | | | 515,992 | | | | 224,648 | |
| | | | | | | | |
| | $ | 9,693,073 | | | $ | 8,055,837 | |
| | | | | | | | |
Liabilities & Equity: | | | | | | | | |
Indebtedness: | | | | | | | | |
Revolving credit facilities | | $ | 29,133 | | | $ | 147,905 | |
Unsecured debt | | | 2,754,120 | | | | 2,147,097 | |
Unsecured term loan | | | 350,000 | | | | 350,000 | |
Mortgage and other secured debt | | | 2,161,421 | | | | 1,674,141 | |
| | | | | | | | |
| | | 5,294,674 | | | | 4,319,143 | |
Dividends payable | | | 55,107 | | | | 44,210 | |
Other liabilities | | | 415,413 | | | | 326,024 | |
| | | | | | | | |
Total liabilities | | | 5,765,194 | | | | 4,689,377 | |
Preferred shares | | | 405,000 | | | | 405,000 | |
Common shares | | | 35,938 | | | | 31,524 | |
Paid-in-capital | | | 5,417,363 | | | | 4,629,257 | |
Accumulated distributions in excess of net income | | | (1,915,638 | ) | | | (1,694,822 | ) |
Deferred compensation obligation | | | 16,702 | | | | 15,556 | |
Accumulated other comprehensive income | | | (36,493 | ) | | | (27,925 | ) |
Less: Common shares in treasury at cost | | | (18,211 | ) | | | (16,452 | ) |
Non-controlling interests | | | 23,218 | | | | 24,322 | |
| | | | | | | | |
Total equity | | | 3,927,879 | | | | 3,366,460 | |
| | | | | | | | |
| | $ | 9,693,073 | | | $ | 8,055,837 | |
| | | | | | | | |
7
DDR Corp.
Financial Highlights
| (A) | Other revenues were comprised of the following (in millions): |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods
Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Lease termination fees | | $ | 0.1 | | | $ | 0.4 | | | $ | 6.3 | | | $ | 0.9 | |
Other miscellaneous | | | 0.1 | | | | 0.1 | | | | 0.6 | | | | 0.5 | |
| | | | | | | | | | | | | | | | |
| | $ | 0.2 | | | $ | 0.5 | | | $ | 6.9 | | | $ | 1.4 | |
| | | | | | | | | | | | | | | | |
| (B) | The Company recorded impairment charges on the following (in millions): |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods
Ended December 31, | | | Years Ended
December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Land held for development | | $ | — | | | $ | 2.1 | | | $ | — | | | $ | 10.1 | |
Undeveloped land | | | 0.4 | | | | — | | | | 3.0 | | | | 20.1 | |
Assets marketed for sale | | | 4.9 | | | | 12.0 | | | | 42.0 | | | | 28.6 | |
| | | | | | | | | | | | | | | | |
Total continuing operations | | | 5.3 | | | | 14.1 | | | | 45.0 | | | | 58.8 | |
Sold assets — discontinued operations | | | 0.5 | | | | 6.5 | | | | 27.6 | | | | 67.7 | |
Joint venture investments | | | 1.0 | | | | — | | | | 1.0 | | | | 26.7 | |
| | | | | | | | | | | | | | | | |
Total impairment charges | | $ | 6.8 | | | $ | 20.6 | | | $ | 73.6 | | | $ | 153.2 | |
| | | | | | | | | | | | | | | | |
| (C) | The Company recorded the following in connection with its outstanding convertible debt (in millions): |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods
Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Non-cash interest expense related to amortization of the debt discount | | $ | 2.8 | | | $ | 2.6 | | | $ | 10.8 | | | $ | 10.9 | |
| (D) | Other income (expenses) were comprised of the following (in millions): |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods
Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Transaction and other (expenses) income | | $ | (2.3 | ) | | $ | (4.8 | ) | | $ | (4.7 | ) | | $ | (7.7 | ) |
Litigation-related expenses | | | (1.0 | ) | | | (1.2 | ) | | | (2.2 | ) | | | (4.7 | ) |
Reserve of mezzanine note receivable | | | — | | | | (4.3 | ) | | | — | | | | (4.3 | ) |
Debt extinguishment (costs) gain, net | | | — | | | | (0.4 | ) | | | 0.3 | | | | (1.1 | ) |
| | | | | | | | | | | | | | | | |
| | $ | (3.3 | ) | | $ | (10.7 | ) | | $ | (6.6 | ) | | $ | (17.8 | ) |
| | | | | | | | | | | | | | | | |
8
DDR Corp.
Financial Highlights
| (E) | In the fourth quarter of 2013, the Company acquired its partner’s interests in the BRE JV. The Company accounted for this transaction as a step acquisition. Due to the change in control that occurred, the Company recorded an aggregate gain associated with the difference between the Company’s carrying value and fair value of the previously held equity interest. |
| (F) | The operating results related to assets classified as discontinued operations are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues from operations | | $ | 2.4 | | | $ | 8.7 | | | $ | 22.4 | | | $ | 48.2 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | 0.8 | | | | 2.7 | | | | 6.8 | | | | 14.4 | |
Impairment charges | | | 0.5 | | | | 6.5 | | | | 27.6 | | | | 67.7 | |
Interest, net | | | 0.5 | | | | 2.1 | | | | 5.0 | | | | 10.1 | |
Depreciation and amortization | | | 0.7 | | | | 2.8 | | | | 6.0 | | | | 12.6 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 2.5 | | | | 14.1 | | | | 45.4 | | | | 104.8 | |
| | | | | | | | | | | | | | | | |
Loss before gain on disposition of real estate | | | (0.1 | ) | | | (5.4 | ) | | | (23.0 | ) | | | (56.6 | ) |
Gain on disposition of real estate, net | | | 4.0 | | | | 0.7 | | | | 11.3 | | | | 3.8 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 3.9 | | | $ | (4.7 | ) | | $ | (11.7 | ) | | $ | (52.8 | ) |
| | | | | | | | | | | | | | | | |
| (G) | The gains and charges excluded from Operating FFO for the three-month periods and years ended December 31, 2013 and 2012, respectively, are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Non-cash impairment charges – non-depreciable assets | | $ | 1.4 | | | $ | 2.1 | | | $ | 4.0 | | | $ | 30.2 | |
Loss on debt retirement | | | — | | | | — | | | | — | | | | 13.5 | |
Other expense, net – transaction costs, litigation costs, debt extinguishment costs, reserve of mezzanine note receivable and other expenses | | | 2.0 | | | | 10.7 | | | | 6.1 | | | | 18.9 | |
Equity in net (income) loss of joint ventures – currency adjustments, debt extinguishment costs, transaction costs, gain on sale of land and other expenses | | | (0.2 | ) | | | (0.2 | ) | | | (0.9 | ) | | | 0.6 | |
Non-cash (gain) loss on disposition of non-depreciable real estate, net | | | (0.1 | ) | | | 0.3 | | | | (0.3 | ) | | | (5.5 | ) |
Non-cash (gain) loss on change in control and sale of interests | | | (18.8 | ) | | | 9.3 | | | | (19.9 | ) | | | (70.8 | ) |
Non-cash loss on debt extinguishment – discontinued operations | | | — | | | | — | | | | — | | | �� | 0.2 | |
Non-cash write-off of preferred share original issuance costs | | | — | | | | — | | | | 5.2 | | | | 5.8 | |
| | | | | | | | | | | | | | | | |
Total adjustments from FFO to Operating FFO | | $ | (15.7 | ) | | $ | 22.2 | | | $ | (5.8 | ) | | $ | (7.1 | ) |
| | | | | | | | | | | | | | | | |
9
DDR Corp.
Financial Highlights
| (H) | The Company’s per share information is as follows: |
| | | | | | | | |
| | | At December 31, | |
| | | 2013 | | | 2012 | |
Common shares outstanding | | | 359.2 | | | | 315.1 | |
OP Units outstanding (“OP Units”) | | | 0.4 | | | | 0.4 | |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| Earnings per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.00 | | | $ | (0.02 | ) | | $ | (0.14 | ) | | $ | (0.21 | ) |
| | | | | | | | | | | | | | | | |
Diluted | | $ | 0.00 | | | $ | (0.02 | ) | | $ | (0.14 | ) | | $ | (0.21 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted – average shares outstanding | | | 356.9 | | | | 307.9 | | | | 326.4 | | | | 291.7 | |
| | | | | | | | | | | | | | | | |
Dividends Declared: | | $ | 0.135 | | | $ | 0.12 | | | $ | 0.54 | | | $ | 0.48 | |
| | | | | | | | | | | | | | | | |
FFO per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.33 | | | $ | 0.20 | | | $ | 1.13 | | | $ | 1.06 | |
| | | | | | | | | | | | | | | | |
Diluted | | $ | 0.33 | | | $ | 0.20 | | | $ | 1.13 | | | $ | 1.06 | |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding | | | 358.9 | | | | 310.0 | | | | 328.5 | | | | 293.6 | |
| | | | | | | | | | | | | | | | |
Assumed conversion of OP Units | | | 0.4 | | | | 0.4 | | | | 0.4 | | | | 0.4 | |
| | | | | | | | | | | | | | | | |
FFO Weighted average common shares and OP Units – Basic | | | 359.3 | | | | 310.4 | | | | 328.9 | | | | 294.0 | |
| | | | | | | | | | | | | | | | |
Assumed conversion of dilutive securities | | | 0.4 | | | | 0.4 | | | | 0.5 | | | | 1.3 | |
| | | | | | | | | | | | | | | | |
FFO Weighted average common shares and OP Units – Diluted | | | 359.7 | | | | 310.8 | | | | 329.4 | | | | 295.3 | |
| | | | | | | | | | | | | | | | |
Operating FFO: | | | | | | | | | | | | | | | | |
Diluted | | $ | 0.29 | | | $ | 0.27 | | | $ | 1.11 | | | $ | 1.03 | |
| | | | | | | | | | | | | | | | |
Operating FFO Weighted average common shares and OP Units – Diluted | | | 359.7 | | | | 310.8 | | | | 329.4 | | | | 295.3 | |
| | | | | | | | | | | | | | | | |
10
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(In Thousands)
Combined condensed income statements
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues: | | | | | | | | | | | | | | | | |
Minimum rents | | $ | 113,026 | | | $ | 129,995 | | | $ | 501,592 | | | $ | 480,035 | |
Percentage and overage rents | | | 860 | | | | 700 | | | | 2,313 | | | | 1,141 | |
Recoveries from tenants | | | 23,714 | | | | 30,629 | | | | 119,467 | | | | 108,295 | |
Other | | | 19,175 | | | | 17,410 | | | | 68,996 | | | | 77,480 | |
| | | | | | | | | | | | | | | | |
| | | 156,775 | | | | 178,734 | | | | 692,368 | | | | 666,951 | |
Expenses: | | | | | | | | | | | | | | | | |
Operating and maintenance | | | 35,579 | | | | 39,993 | | | | 160,551 | | | | 159,628 | |
Real estate taxes | | | 14,516 | | | | 20,081 | | | | 76,987 | | | | 70,871 | |
| | | | | | | | | | | | | | | | |
Net operating income | | | 106,680 | | | | 118,660 | | | | 454,830 | | | | 436,452 | |
| | | | | | | | | | | | | | | | |
Impairment charges(A) | | | 26,729 | | | | — | | | | 86,346 | | | | 840 | |
Depreciation and amortization of real estate investments | | | 46,598 | | | | 50,939 | | | | 222,756 | | | | 190,514 | |
Interest expense | | | 51,781 | | | | 56,713 | | | | 224,133 | | | | 220,612 | |
| | | | | | | | | | | | | | | | |
(Loss) income before other items | | | (18,428 | ) | | | 11,008 | | | | (78,405 | ) | | | 24,486 | |
Income tax expense | | | (7,254 | ) | | | (6,715 | ) | | | (27,553 | ) | | | (25,444 | ) |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (25,682 | ) | | | 4,293 | | | | (105,958 | ) | | | (958 | ) |
Discontinued operations: | | | | | | | | | | | | | | | | |
Loss from operations | | | (400 | ) | | | (13,421 | ) | | | (14,567 | ) | | | (71,787 | ) |
Gain (loss) on disposition, net | | | 7,944 | | | | 10,449 | | | | (19,190 | ) | | | 11,739 | |
| | | | | | | | | | | | | | | | |
(Loss) income before gain on disposition of assets | | | (18,138 | ) | | | 1,321 | | | | (139,715 | ) | | | (61,006 | ) |
Gain on disposition of assets, net | | | — | | | | 40,352 | | | | 794 | | | | 54,582 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (18,138 | ) | | $ | 41,673 | | | $ | (138,921 | ) | | $ | (6,424 | ) |
Non-controlling interests | | | (6,290 | ) | | | (23,306 | ) | | | (26,005 | ) | | | (42,995 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income attributable to unconsolidated joint ventures | | $ | (24,428 | ) | | $ | 18,367 | | | $ | (164,926 | ) | | $ | (49,419 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income at DDR’s ownership interests | | $ | (1,014 | ) | | $ | 21,774 | | | $ | 3,314 | | | $ | 33,512 | |
Basis differences | | | 2,290 | | | | (3,490 | ) | | | 3,505 | | | | 1,738 | |
| | | | | | | | | | | | | | | | |
Equity in net income of joint ventures | | $ | 1,276 | | | $ | 18,284 | | | $ | 6,819 | | | $ | 35,250 | |
| | | | | | | | | | | | | | | | |
FFO at DDR’s ownership interests (B) | | $ | 12,306 | | | $ | 13,142 | | | $ | 49,409 | | | $ | 53,603 | |
| | | | | | | | | | | | | | | | |
Operating FFO at DDR’s ownership interests(B) | | $ | 12,087 | | | $ | 12,982 | | | $ | 48,500 | | | $ | 54,220 | |
| | | | | | | | | | | | | | | | |
11
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
(In Thousands)
Combined condensed balance sheets
| | | | | | | | |
| | | December 31, 2013 | | | December 31, 2012 | |
Land | | $ | 1,275,232 | | | $ | 1,569,548 | |
Buildings | | | 3,940,806 | | | | 4,681,462 | |
Fixtures and tenant improvements | | | 266,851 | | | | 244,293 | |
| | | | | | | | |
| | | 5,482,889 | | | | 6,495,303 | |
Less: Accumulated depreciation | | | (839,867 | ) | | | (833,816 | ) |
| | | | | | | | |
| | | 4,643,022 | | | | 5,661,487 | |
Land held for development and construction in progress(C) | | | 116,088 | | | | 348,822 | |
| | | | | | | | |
Real estate, net | | | 4,759,110 | | | | 6,010,309 | |
Cash and restricted cash | | | 282,866 | | | | 467,200 | |
Receivables, including straight-line rent, net | | | 101,003 | | | | 99,098 | |
Other assets, net | | | 196,615 | | | | 427,014 | |
| | | | | | | | |
| | $ | 5,339,594 | | | $ | 7,003,621 | |
| | | | | | | | |
Mortgage debt(D) | | $ | 3,282,643 | | | $ | 4,246,407 | |
Notes and accrued interest payable to DDR | | | 127,679 | | | | 143,338 | |
Other liabilities | | | 245,368 | | | | 342,614 | |
| | | | | | | | |
| | | 3,655,690 | | | | 4,732,359 | |
Redeemable preferred equity | | | 71,771 | | | | 154,556 | |
Accumulated equity | | | 1,612,133 | | | | 2,116,706 | |
| | | | | | | | |
| | $ | 5,339,594 | | | $ | 7,003,621 | |
| | | | | | | | |
12
DDR Corp.
Summary Results of Combined Unconsolidated Joint Ventures
| (A) | For the three-month period and year ended December 31, 2013, the Company’s proportionate share of impairment charges recorded was approximately $3.2 million and $10.6 million, respectively. |
| (B) | FFO and Operating FFO from unconsolidated joint ventures are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | |
| | | Three-Month Periods Ended December 31, | | | Years Ended December 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Net (loss) income attributable to unconsolidated joint ventures | | $ | (24.4 | ) | | $ | 18.4 | | | $ | (164.9 | ) | | $ | (49.4 | ) |
Depreciation and amortization of real estate investments | | | 45.7 | | | | 71.0 | | | | 226.6 | | | | 228.7 | |
Impairment of depreciable real estate assets | | | 26.7 | | | | 9.6 | | | | 93.2 | | | | 57.2 | |
(Gain) loss on sale of depreciable real estate | | | (7.9 | ) | | | (50.7 | ) | | | 18.7 | | | | (65.1 | ) |
| | | | | | | | | | | | | | | | |
FFO | | $ | 40.1 | | | $ | 48.3 | | | $ | 173.6 | | | $ | 171.4 | |
| | | | | | | | | | | | | | | | |
FFO at DDR ownership interests | | $ | 12.3 | | | $ | 13.1 | | | $ | 49.4 | | | $ | 53.6 | |
| | | | | | | | | | | | | | | | |
Operating FFO at DDR’s ownership interests(1) | | $ | 12.1 | | | $ | 13.0 | | | $ | 48.5 | | | $ | 54.2 | |
| | | | | | | | | | | | | | | | |
DDR joint venture distributions received, net | | $ | 6.3 | | | $ | 23.3 | | | $ | 25.0 | | | $ | 43.2 | |
| | | | | | | | | | | | | | | | |
| (1) | Excluded from Operating FFO is the Company’s proportionate share of net activity related to foreign currency adjustments, debt extinguishments gains and losses and other expenses as disclosed on page 9 of this press release in Note G. |
| (C) | The Company’s proportionate share of land held for development and construction in progress is as follows (in millions): |
| | | | | | | | |
| | | December 31,
2013 | | | December 31,
2012 | |
Company’s proportionate share | | $ | 25.4 | | | $ | 100.9 | |
| (D) | Mortgage debt consists of the following (in millions): |
| | | | | | | | |
| | | December 31,
2013 | | | December 31,
2012 | |
Company’s proportionate share | | $ | 630.1 | | | $ | 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 | | | 20.9 | | | | 48.2 | |
13
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
FFO Reconciliation
(In Millions, Except Per Share Information)
| | | | | | | | | | | | | | | | |
| | | 4Q13 | | | 4Q12 | | | FY13 | | | FY12 | |
Funds From Operations: | | | | | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | 0.6 | | | $ | (7.0 | ) | | $ | (43.1 | ) | | $ | (60.3 | ) |
Depreciation and amortization of real estate investments | | | 107.1 | | | | 63.6 | | | | 314.7 | | | | 242.8 | |
Equity in net income of joint ventures | | | (1.3 | ) | | | (18.3 | ) | | | (6.8 | ) | | | (35.2 | ) |
Impairment of depreciable joint venture investments | | | — | | | | — | | | | — | | | | 26.7 | |
Joint ventures’ FFO | | | 12.3 | | | | 13.1 | | | | 49.4 | | | | 53.6 | |
Non-controlling interests (OP Units) | | | 0.1 | | | | — | | | | 0.2 | | | | 0.2 | |
Impairment of depreciable real estate assets, net of non-controlling interests | | | 5.4 | | | | 18.6 | | | | 69.6 | | | | 96.3 | |
Gain on disposition of depreciable real estate, net | | | (4.0 | ) | | | (8.2 | ) | | | (11.5 | ) | | | (11.7 | ) |
| | | | | | | | | | | | | | | | |
Funds From Operations Attributable to Common Shareholders | | | 120.2 | | | | 61.8 | | | | 372.5 | | | | 312.4 | |
Write-off of preferred share original issuance costs | | | — | | | | — | | | | 5.2 | | | | 5.8 | |
Preferred dividends | | | 6.6 | | | | 7.0 | | | | 27.7 | | | | 28.6 | |
| | | | | | | | | | | | | | | | |
Funds From Operations | | $ | 126.8 | | | $ | 68.8 | | | $ | 405.4 | | | $ | 346.8 | |
| | | | | | | | | | | | | | | | |
| | | | |
Funds From Operations Attributable to Common Shareholders | | | | | | | | | | | | | | | | |
Reconciliation to Operating FFO: | | $ | 120.2 | | | $ | 61.8 | | | $ | 372.5 | | | $ | 312.4 | |
Non-cash impairment charges - non-depreciable assets | | | 1.4 | | | | 2.1 | | | | 4.0 | | | | 30.2 | |
Loss on debt retirement | | | — | | | | — | | | | — | | | | 13.5 | |
Other expense, net - transaction costs, litigation costs, debt extinguishment costs, reserve for mezzanine note receivable and other expenses | | | 2.0 | | | | 10.7 | | | | 6.1 | | | | 18.9 | |
Equity in net (income) loss of joint ventures - currency adjustments, debt extinguishment costs, transaction costs and other expenses | | | (0.2 | ) | | | (0.2 | ) | | | (0.9 | ) | | | 0.6 | |
Non-cash (gain) loss on disposition of non-depreciable real estate, net | | | (0.1 | ) | | | 0.3 | | | | (0.3 | ) | | | (5.5 | ) |
Non-cash (gain) loss on change in control and sale of interests | | | (18.8 | ) | | | 9.3 | | | | (19.9 | ) | | | (70.8 | ) |
Non-cash loss on debt extinguishment - discontinued operations | | | — | | | | — | | | | — | | | | 0.2 | |
Non-cash write-off of preferred share original issuance costs | | | — | | | | — | | | | 5.2 | | | | 5.8 | |
| | | | | | | | | | | | | | | | |
Total non-operating items | | | (15.7 | ) | | | 22.2 | | | | (5.8 | ) | | | (7.1 | ) |
| | | | | | | | | | | | | | | | |
Operating FFO Attributable to Common Shareholders | | $ | 104.5 | | | $ | 84.0 | | | $ | 366.7 | | | $ | 305.3 | |
| | | | | | | | | | | | | | | | |
| | | | |
Per Share Information: | | | | | | | | | | | | | | | | |
Funds From Operations - diluted | | $ | 0.33 | | | $ | 0.20 | | | $ | 1.13 | | | $ | 1.06 | |
Operating FFO - diluted | | $ | 0.29 | | | $ | 0.27 | | | $ | 1.11 | | | $ | 1.03 | |
14
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Additional Financial Disclosures
(In Millions, Except Per Share Information)
| | | | | | | | | | | | | | | | |
| | | 4Q13 | | | 4Q12 | | | FY13 | | | FY12 | |
Dividends / Payout Ratio: | | | | | | | | | | | | | | | | |
Common share dividends and operating partnership interests - per share | | $ | 0.135 | | | $ | 0.12 | | | $ | 0.54 | | | $ | 0.48 | |
Common share dividends and operating partnership interests - declared | | $ | 48.6 | | | $ | 37.2 | | | $ | 177.9 | | | $ | 141.3 | |
| | | | |
Common dividend payout ratio (as % of OFFO) | | | 46.5 | % | | | 44.3 | % | | | 48.5 | % | | | 46.3 | % |
| | | | |
Revenues: | | | | | | | | | | | | | | | | |
DDR revenues | | $ | 259.2 | | | $ | 211.4 | | | $ | 911.2 | | | $ | 809.6 | |
Joint venture & managed revenues (at 100%) | | | 158.5 | | | | 190.6 | | | | 716.8 | | | | 804.9 | |
| | | | | | | | | | | | | | | | |
Total revenues(1) | | $ | 417.7 | | | $ | 402.0 | | | $ | 1,628.0 | | | $ | 1,614.5 | |
| | | | | | | | | | | | | | | | |
| | | | |
G&A Expenses:(2) | | $ | 20.4 | | | $ | 19.8 | | | $ | 78.9 | | | $ | 75.4 | |
| | | | |
G&A Expenses as % of Total Revenues: | | | 4.9 | % | | | 4.9 | % | | | 4.8 | % | | | 4.7 | % |
| | | | |
Net Operating Income: | | | | | | | | | | | | | | | | |
DDR net operating income | | $ | 185.0 | | | $ | 150.2 | | | $ | 649.1 | | | $ | 572.6 | |
Joint venture net operating income (at 100%) | | | 107.7 | | | | 123.9 | | | | 467.6 | | | | 468.2 | |
| | | | | | | | | | | | | | | | |
Total net operating income(1) | | $ | 292.7 | | | $ | 274.1 | | | $ | 1,116.7 | | | $ | 1,040.8 | |
| | | | | | | | | | | | | | | | |
| | | | |
Real Estate at Cost: | | | | | | | | | | | | | | | | |
DDR real estate at cost | | $ | 10,228.1 | | | $ | 8,639.1 | | | $ | 10,228.1 | | | $ | 8,639.1 | |
Joint venture real estate at cost (at 100%) | | | 5,599.0 | | | | 6,844.1 | | | | 5,599.0 | | | | 6,844.1 | |
| | | | | | | | | | | | | | | | |
Total real estate at cost | | $ | 15,827.1 | | | $ | 15,483.2 | | | $ | 15,827.1 | | | $ | 15,483.2 | |
| | | | | | | | | | | | | | | | |
| | | | |
Non-Cash Disclosures (Income) / Expense: | | | | | | | | | | | | | | | | |
Below-market rent revenue | | $ | 0.1 | | | $ | — | | | $ | (0.1 | ) | | $ | (0.7 | ) |
Straight-line rent revenue | | | (1.4 | ) | | | (1.2 | ) | | | (5.6 | ) | | | (4.1 | ) |
Joint venture straight-line rent revenue | | | (0.7 | ) | | | (1.2 | ) | | | (3.5 | ) | | | (4.9 | ) |
DDR’s pro rata share of straight-line rent revenue | | | (0.1 | ) | | | (0.1 | ) | | | (0.6 | ) | | | (0.8 | ) |
Straight-line ground rent expense | | | 0.3 | | | | 0.3 | | | | 1.2 | | | | 1.1 | |
Stock compensation expense | | | 1.8 | | | | 1.6 | | | | 7.4 | | | | 6.4 | |
Debt premium amortization revenue | | | (4.2 | ) | | | (0.7 | ) | | | (6.7 | ) | | | (2.7 | ) |
Convertible debt accretion expense | | | 2.8 | | | | 2.6 | | | | 10.8 | | | | 10.9 | |
| (1) | Includes activities from discontinued operations. |
| (2) | The year ended December 31, 2013, excludes separation charges of $0.7 million. |
15
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
(In Millions)
| | | | | | | | |
| | | 4Q13 | | | 4Q12 | |
Debt / EBITDA - Consolidated | | | | | | | | |
EBITDA: | | | | | | | | |
Net income attributable to DDR | | $ | 7.2 | | | $ | — | |
| | |
Adjustments: | | | | | | | | |
Impairment charges | | | 5.3 | | | | 14.1 | |
Depreciation and amortization | | | 109.3 | | | | 62.4 | |
Depreciation attributable to non-controlling interests | | | (0.1 | ) | | | (0.1 | ) |
Interest expense | | | 63.7 | | | | 54.1 | |
Interest expense attributable to non-controlling interests | | | (0.1 | ) | | | (0.1 | ) |
(Gain) loss on change in control and sale of interests | | | (18.8 | ) | | | 1.9 | |
Other expenses, net | | | 2.1 | | | | 10.8 | |
Equity in net income of joint ventures | | | (1.3 | ) | | | (18.3 | ) |
Impairment of joint venture investments | | | 1.0 | | | | — | |
Income tax expense | | | 0.2 | | | | 0.3 | |
EBITDA adjustments from discontinued operations(1) | | | (2.4 | ) | | | 10.7 | |
(Gain) loss on disposition of real estate, net | | | (0.1 | ) | | | 0.3 | |
| | | | | | | | |
EBITDA before JVs | | | 166.0 | | | | 136.1 | |
Pro rata share of JV FFO, net of interest expense | | | 12.3 | | | | 13.1 | |
Pro rata share of JV currency adjustments, transaction costs and other | | | (0.2 | ) | | | (0.2 | ) |
| | | | | | | | |
EBITDA Consolidated | | $ | 178.1 | | | $ | 149.0 | |
EBITDA Consolidated - Annualized | | $ | 712.4 | | | $ | 596.0 | |
| | |
Consolidated indebtedness | | $ | 5,294.7 | | | $ | 4,319.1 | |
Non-controlling interests’ share of consolidated debt | | | (19.4 | ) | | | (20.6 | ) |
Adjustment to reflect convertible debt at face value | | | 21.3 | | | | 32.1 | |
Adjustment to reflect assumed debt at face value | | | (36.7 | ) | | | (11.5 | ) |
| | | | | | | | |
Total consolidated indebtedness | | | 5,259.9 | | | | 4,319.1 | |
Cash and restricted cash, net of non-controlling interests | | | (119.3 | ) | | | (53.8 | ) |
| | | | | | | | |
Total Consolidated Indebtedness, net of cash | | $ | 5,140.6 | | | $ | 4,265.3 | |
| | |
Debt / EBITDA - Consolidated | | | 7.22 | | | | 7.16 | |
| | |
Debt / EBITDA - Pro rata | | | | | | | | |
EBITDA before JVs | | $ | 166.0 | | | $ | 136.1 | |
Pro rata share of JV EBITDA | | | 24.8 | | | | 24.4 | |
| | | | | | | | |
EBITDA including Pro rata share of JVs | | $ | 190.8 | | | $ | 160.5 | |
EBITDA including Pro rata Share of JVs - Annualized | | $ | 763.2 | | | $ | 642.0 | |
| | |
Total consolidated indebtedness, net of cash | | $ | 5,140.6 | | | $ | 4,265.3 | |
Pro rata share of JV debt(2) | | | 629.5 | | | | 723.8 | |
| | | | | | | | |
Total pro rata indebtedness | | | 5,770.1 | | | | 4,989.1 | |
Pro rata share of JV cash and restricted cash | | | (81.0 | ) | | | (134.9 | ) |
| | | | | | | | |
Pro rata Indebtedness, net of cash | | $ | 5,689.1 | | | $ | 4,854.2 | |
| | |
Debt / EBITDA - Pro rata | | | 7.45 | | | | 7.56 | |
| | |
(1) Discontinued operations includes the following EBITDA adjustments: | | | | | | | | |
Impairment charges | | $ | 0.5 | | | $ | 6.5 | |
Interest expense, net | | | 0.5 | | | | 2.1 | |
Depreciation and amortization | | | 0.7 | | | | 2.8 | |
Gain on disposition of real estate, net | | | (4.0 | ) | | | (0.7 | ) |
Other | | | (0.1 | ) | | | — | |
| | | | | | | | |
| | $ | (2.4 | ) | | $ | 10.7 | |
| (2) | Includes $20.9 million and $48.2 million at December 31, 2013 and December 31, 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 year ended December 31, 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 when the Company has no further obligations under the lease. |
| | • | | Consolidated base rental revenue includes income from ground leases of $26.5 million for the year ended December 31, 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 year ended December 31, 2013, the Company expensed $7.5 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 is 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 | | 20 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 year ended December 31, 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. |
| | | | | | | | | | | | | | | | |
Consolidated Capitalized Costs (In Millions) | | 4Q13 | | | 4Q12 | | | FY13 | | | FY12 | |
Interest expense | | $ | 2.0 | | | $ | 3.4 | | | $ | 8.8 | | | $ | 13.3 | |
Construction administration costs | | $ | 3.1 | | | $ | 2.7 | | | $ | 10.0 | | | $ | 9.3 | |
| | • | | Interest expense and real estate taxes incurred during the construction period are capitalized and depreciated over the building life. |
| | • | | During the year ended December 31, 2013, the Company expensed $2.0 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 year ended December 31, 2013
Other Real Estate Information
Capital Expenditures
| | • | | The Company incurred the following estimated leasing and maintenance capital expenditures (domestic only): |
| | | | | | | | |
Capital Expenditures (In Millions) | | Consolidated
FY13 | | | Unconsolidated
at Pro rata
FY13 | |
Tenant Allowances, Landlord Work and Lease Commissions | | $ | 35.7 | | | $ | 4.3 | |
Maintenance | | | 8.0 | | | | 0.6 | |
| | | | | | | | |
Total Capital Expenditures | | $ | 43.7 | | | $ | 4.9 | |
| | | | | | | | |
| | |
Per Square Foot of Owned GLA | | | | | | |
Tenant Allowances, Landlord Work and Lease Commissions | | $ | 0.71 | | | $ | 0.84 | |
Maintenance | | | 0.16 | | | | 0.11 | |
| | | | | | | | |
Total Capital Expenditures | | $ | 0.87 | | | $ | 0.95 | |
| | | | | | | | |
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, 2013, the Company estimated the value of its consolidated and proportionate share of joint venture undeveloped land adjacent to existing shopping centers to be approximately $35 million. |
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 $40 million at December 31, 2013. |
19
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Joint Venture Investment Summary(1)
($ and GLA In Millions; all Values at 100%)
| | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Partner | | DDR
Own. % | | # of
Operating
Properties | | | GLA | | | ABR | | | Gross
Asset
Book
Value | | | Debt | |
| | | | | |
Unconsolidated Joint Ventures | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
DDRTC Core Retail Fund, LLC | | An Affiliate of TIAA-CREF | | 15% | | | 27 | | | | 8.7 | | | $ | 104.9 | | | $ | 1,550.7 | | | $ | 830.7 | |
| | | | | | | |
DDR Domestic Retail Fund I | | Various Institutional Investors | | 20% | | | 59 | | | | 8.2 | | | | 90.3 | | | | 1,425.0 | | | | 928.7 | |
| | | | | | | |
Sonae Sierra Brazil BV Sarl | | Sonae Sierra, SGPS, SA | | 33.3% (2) | | | 10 | | | | 4.8 | | | | 116.7 | | | | 976.9 | | | | 379.2 | (3) |
| | | | | | | |
DDR-SAU Retail Fund, LLC | | State of Utah | | 20% | | | 27 | | | | 2.4 | | | | 24.8 | | | | 309.4 | | | | 180.0 | |
| | | | | | | |
BRE DDR Retail Holdings II | | Blackstone Real Estate Partners VII | | 5% | | | 7 | | | | 1.7 | | | | 26.2 | | | | 298.4 | | | | 242.5 | |
| | | | | | | |
DDR Markaz II, LLC | | Kuwait Financial Centre | | 20% | | | 13 | | | | 1.6 | | | | 16.1 | | | | 198.0 | | | | 138.9 | |
| | | | | | | |
BRE DDR Retail Holdings I | | Blackstone Real Estate Partners VII | | 5% | | | 14 | (4) | | | 2.1 | | | | 17.7 | | | | 172.2 | | | | 112.6 | |
| | | | | | | |
Other Unconsolidated JV Interests | | Various | | Various | | | 13 | | | | 2.0 | | | | 20.8 | | | | 246.3 | | | | 142.7 | |
| | | | | | | |
Coventry II Joint Ventures | | Coventry II Fund | | 10% - 20% | | | 25 | (5) | | | 3.5 | | | | 33.5 | | | | 422.1 | | | | 327.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total Unconsolidated Joint Ventures | | | 195 | | | | 35.0 | | | $ | 451.0 | | | $ | 5,599.0 | | | $ | 3,282.6 | |
| (1) | DDR’s investment in JVs may be recorded at different amounts than the proportionate equity on the joint ventures’ balance sheet. |
| (2) | 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 25.87% direct ownership interest in the Parque Dom Pedro shopping center (“PDP”). |
| (3) | SSB BV Sarl holds $191.9 million of cash and short-term investments at December 31, 2013. |
| (4) | On October 1, 2013, the Company acquired sole ownership of a portfolio of 30 shopping centers owned by BRE DDR Retail Holdings I. |
| (5) | Includes 21 assets in which the Company does not have an economic interest. DDR does not manage the assets. |
20
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Joint Venture Combining Financial Statements
(In Millions)
Combining Condensed Statements of Operations
| | | | | | | | | | | | |
| | | Total Unconsolidated JVs (1) | | | DDR’s
Pro rata Share (1) | |
| | | FY13 | | | 4Q13 | | | 4Q13 | |
Revenues: | | | | | | | | | | | | |
Minimum rents | | $ | 501.6 | | | $ | 113.0 | | | $ | 23.8 | |
Percentage and overage rents | | | 2.3 | | | | 0.9 | | | | 0.1 | |
Recoveries from tenants | | | 119.5 | | | | 23.7 | | | | 4.2 | |
Other | | | 69.0 | | | | 19.2 | | | | 5.9 | |
| | | | | | | | | | | | |
| | | 692.4 | | | | 156.8 | | | | 34.0 | |
| | | |
Expenses: | | | | | | | | | | | | |
Operating and maintenance | | | (160.6 | ) | | | (35.6 | ) | | | (7.3 | ) |
Real estate taxes | | | (77.0 | ) | | | (14.5 | ) | | | (2.6 | ) |
| | | | | | | | | | | | |
Net operating income | | | 454.8 | | | | 106.7 | | | | 24.1 | (2) |
| | | |
Impairment charges | | | (86.3 | ) | | | (26.7 | ) | | | (5.3 | ) |
Depreciation and amortization expense | | | (222.8 | ) | | | (46.6 | ) | | | (7.8 | ) |
Interest expense | | | (224.1 | ) | | | (51.8 | ) | | | (9.2 | ) |
| | | | | | | | | | | | |
(Loss) income before other items | | | (78.4 | ) | | | (18.4 | ) | | | 1.8 | |
Income tax expense | | | (27.6 | ) | | | (7.2 | ) | | | (2.4 | ) |
| | | | | | | | | | | | |
Loss from continuing operations | | | (106.0 | ) | | | (25.6 | ) | | | (0.6 | ) |
Discontinued operations: | | | | | | | | | | | | |
Loss from operations | | | (14.5 | ) | | | (0.4 | ) | | | — | |
(Loss) gain on disposition | | | (19.2 | ) | | | 7.9 | | | | 1.7 | |
| | | | | | | | | | | | |
(Loss) income before gain on disposition of assets | | | (139.7 | ) | | | (18.1 | ) | | | 1.1 | |
Gain on disposition of assets | | | 0.8 | | | | — | | | | — | |
Disproportionate share of income (loss) | | | — | | | | — | | | | (2.1 | ) (2) (3) |
| | | | | | | | | | | | |
Net loss | | $ | (138.9 | ) | | $ | (18.1 | ) | | $ | (1.0 | ) |
Non-controlling interests | | | (26.0 | ) | | | (6.3 | ) | | | (2.1 | ) |
| | | | | | | | | | | | |
Net loss attributable to unconsolidated joint ventures | | $ | (164.9 | ) | | $ | (24.4 | ) | | $ | (3.1 | ) |
| | | |
DDR ownership interests | | $ | 3.3 | | | $ | (1.0 | ) | | $ | (1.0 | ) |
Amortization of basis differential | | | 3.5 | | | | 2.3 | | | | 2.3 | |
| | | | | | | | | | | | |
| | $ | 6.8 | | | $ | 1.3 | | | $ | 1.3 | |
| | | | | | | | | | | | |
| | | |
Funds From Operations: | | | | | | | | | | | | |
Net loss attributable to unconsolidated joint ventures | | $ | (164.9 | ) | | $ | (24.4 | ) | | $ | (3.1 | ) |
Depreciation of real property | | | 226.6 | | | | 45.7 | | | | 7.3 | |
Impairments of depreciable real estate | | | 93.2 | | | | 26.7 | | | | 5.3 | |
Loss (gain) on disposition of depreciable real estate | | | 18.7 | | | | (7.9 | ) | | | (1.7 | ) |
Disproportionate share of income | | | — | | | | — | | | | 4.5 | (3) |
| | | | | | | | | | | | |
| | $ | 173.6 | | | $ | 40.1 | | | $ | 12.3 | |
| | | | | | | | | | | | |
| | | |
FFO at DDR ownership interests | | $ | 49.4 | | | $ | 12.3 | | | | | |
| | | | | | | | | | | | |
Operating FFO at DDR ownership interests | | $ | 48.5 | | | $ | 12.1 | | | | | |
| | | | | | | | | | | | |
| (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 2.14 for the year ended December 31, 2013 and 2.26 for the fourth quarter of 2013. |
| (2) | DDR’s pro rata share of NOI including discontinued operations, promoted equity structures and minority interests is $24.8 million for the fourth quarter of 2013. |
| (3) | Adjustments represent the effect of promoted equity structures and minority interests. |
21
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Joint Venture Combining Financial Statements
(In Millions)
Combining Condensed Balance Sheets
| | | | | | | | |
| | | Total Unconsolidated JVs(1) | |
| | | December 31, 2013 | | | December 31, 2012 | |
| | |
Land | | $ | 1,275.2 | | | $ | 1,569.5 | |
Buildings | | | 3,940.8 | | | | 4,681.5 | |
Fixtures and tenant improvements | | | 266.9 | | | | 244.3 | |
| | | | | | | | |
| | | 5,482.9 | | | | 6,495.3 | |
Less: Accumulated depreciation | | | (839.9 | ) | | | (833.8 | ) |
| | | | | | | | |
| | | 4,643.0 | | | | 5,661.5 | |
Land held for development and construction in progress | | | 116.1 | | | | 348.8 | |
| | | | | | | | |
Real estate, net | | | 4,759.1 | | | | 6,010.3 | |
| | | | | | | | |
Cash and restricted cash | | | 282.9 | | | | 467.2 | |
Receivables, including straight-line rent, net | | | 101.0 | | | | 99.1 | |
Other assets, net | | | 196.6 | | | | 427.0 | |
| | | | | | | | |
| | $ | 5,339.6 | | | $ | 7,003.6 | |
| | | | | | | | |
| | |
Mortgage debt | | $ | 3,282.6 | (2) | | $ | 4,246.4 | (2) |
Notes and accrued interest payable to DDR | | | 127.7 | | | | 143.3 | |
Other liabilities | | | 245.4 | | | | 342.6 | |
| | | | | | | | |
| | | 3,655.7 | | | | 4,732.3 | |
Redeemable preferred equity | | | 71.8 | | | | 154.6 | |
Accumulated equity | | | 1,612.1 | | | | 2,116.7 | |
| | | | | | | | |
| | $ | 5,339.6 | | | $ | 7,003.6 | |
| | | | | | | | |
| |
| | | DDR’s Pro rata Share(1) | |
| | | December 31, 2013 | | | December 31, 2012 | |
| | |
Land | | $ | 234.1 | | | $ | 258.8 | |
Buildings | | | 800.8 | | | | 828.7 | |
Fixtures and tenant improvements | | | 64.4 | | | | 52.0 | |
| | | | | | | | |
| | | 1,099.3 | | | | 1,139.5 | |
Less: Accumulated depreciation | | | (174.5 | ) | | | (171.8 | ) |
| | | | | | | | |
| | | 924.8 | | | | 967.7 | |
Land held for development and construction in progress | | | 25.4 | | | | 100.9 | |
| | | | | | | | |
Real estate, net | | | 950.2 | | | | 1,068.6 | |
| | | | | | | | |
Cash and restricted cash | | | 81.0 | | | | 134.9 | |
Receivables, including straight-line rent, net | | | 27.5 | | | | 24.4 | |
Other assets, net | | | 32.3 | | | | 49.6 | |
Disproportionate share of equity | | | 63.4 | (3) | | | 126.8 | (3) |
| | | | | | | | |
| | $ | 1,154.4 | | | $ | 1,404.3 | |
| | | | | | | | |
| | |
Mortgage debt | | $ | 630.1 | (2) | | $ | 724.9 | (2) |
Notes and accrued interest payable to DDR | | | 13.0 | | | | 13.0 | |
Other liabilities | | | 57.2 | | | | 69.5 | |
| | | | | | | | |
| | | 700.3 | | | | 807.4 | |
Redeemable preferred equity | | | 71.8 | | | | 154.6 | |
| | | | | | | | |
| | | 772.1 | | | | 962.0 | |
Accumulated equity | | | 387.0 | | | | 462.4 | |
Disproportionate share of equity | | | (4.7 | ) (3) | | | (20.1 | ) (3) |
| | | | | | | | |
| | $ | 1,154.4 | | | $ | 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 2.35 and 2.05 as of December 31, 2013 and December 31, 2012, respectively. |
| (2) | Includes approximately $149.1 million and $295.7 million of non-recourse mortgage debt at December 31, 2013 and December 31, 2012, respectively, of which the Company’s prorata share is $20.9 million and $48.2 million, respectively, associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
| (3) | Adjustments represent the effect of promoted equity structures and minority interests. |
22
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Property Acquisitions
($ in Millions, GLA and Demographics In Thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Date | | Location | | Property | | DDR
Own. % | | | Total
GLA | | | Aggregate
Pro rata
Price | | | Trade Area | | | |
| | | | | | | Population | | | Avg. HH.
Income | | | Anchors |
| | | | | | | | |
| 2/13 | | Oakland, CA | | Whole Foods at Bay Place | | | 100 | % | | | 57.2 | | | $ | 41.1 | | | | 426 | | | $ | 85 | | | Whole Foods |
| | | | | | | | |
| 3/13 | | Dallas, TX | | The 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, The Fresh Market, Pier 1 Imports |
| | | | | | | | |
| 6/13 | | Colorado Springs, CO (2) | | Barnes & Noble Chapel Hills East | | | 100 | % | | | 42.1 | | | | 6.8 | | | | 295 | | | | 80 | | | Best Buy, Whole Foods, DSW, OfficeMax, Pep Boys, Old Navy |
| | | | | | | | |
| 6/13 | | Atlanta, GA (2) | | Hobby Lobby Newnan Crossing | | | 100 | % | | | 66.4 | | | | 4.9 | | | | 267 | | | | 72 | | | Walmart, Lowe’s, Hobby Lobby |
| | | | | | | | |
| 7/13 | | Atlanta, GA | �� | Cumming Town Center | | | 100 | % | | | 311.4 | | | | 62.5 | | | | 325 | | | | 97 | | | T.J. Maxx/HomeGoods, Dick’s Sporting Goods, Best Buy, Ashley Furniture, Old Navy, Ulta, Petco, Staples |
| | | | | | | | |
| 7/13 | | Orlando, FL | | Winter Garden Village | | | 100 | % | | | 1,122.3 | | | | 196.0 | | | | 432 | | | | 89 | | | Target, Lowe’s, Bealls, Marshalls/HomeGoods, Best Buy, Ross Dress for Less, Sports Authority, Jo-Ann, Bed Bath & Beyond, World Market, Petsmart, Barnes & Noble, Ulta, L.A. Fitness, Old Navy, Staples |
| | | | | | | | |
| 8/13 | | Various | | Portfolio of 7 Assets with Blackstone | | | 5 | % | | | 2,404.0 | | | | 16.6 | (3) | | | 310 | | | | 75 | | | Target, Walmart, Best Buy, Ross Dress for Less, Wegmans, Dick’s Sporting Goods, Petco, The Fresh Market |
| | | | | | | | |
| 10/13 | | Various | | Portfolio of 30 former Blackstone assets | | | 100 | % | | | 11,800.0 | | | | 1,468.3 | (4) | | | 543 | | | | 91 | | | Walmart, Target, T.J. Maxx, Kohl’s PetSmart, Bed Bath & Beyond, Dick’s Sporting Goods |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Acquisitions | | | | | | | 17,490.2 | | | $ | 1,930.4 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Acquisitions - Q4 2013 | | | | | | | 11,800.0 | | | $ | 1,468.3 | | | | | | | | | | | |
| (1) | DDR acquired its partner’s 85% ownership interest in these assets. |
| (2) | DDR acquired additional parcels adjacent to existing shopping centers. |
| (3) | The listed price represents DDR’s 5% common equity interest. The transaction also includes a preferred equity investment of $30 million. |
| (4) | DDR acquired its partner’s 95% ownership interest in these assets. |
23
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Property Dispositions
($ in Millions, GLA and Demographics In Thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date | | Location | | Joint Venture | | DDR
Own. % | | | Total
GLA | | | Gross
Price | | | Relinquished
Debt | | | Trade Area | | | |
| | | | | | | | Population | | | Avg. HH.
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 |
| 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 |
| 7/13 | | Cheektowaga, NY | | | | | 100 | % | | | 10.9 | | | | 3.2 | | | | — | | | | 575 | | | | 56 | | | Rite Aid |
| 7/13 | | Lawrenceville, GA | | | | | 100 | % | | | 9.5 | | | | 1.7 | | | | — | | | | 355 | | | | 83 | | | Rite Aid |
| 7/13 | | Erie, PA | | | | | 100 | % | | | 10.9 | | | | 0.9 | | | | — | | | | 169 | | | | 57 | | | Family Dollar |
| 8/13 | | Hamburg, NY | | | | | 100 | % | | | 29.5 | | | | 5.6 | | | | — | | | | 249 | | | | 71 | | | Pier 1 Imports |
| 8/13 | | Ogden, UT | | | | | 100 | % | | | 161.8 | | | | 10.4 | | | | — | | | | 181 | | | | 63 | | | Harmons |
| 8/13 | | Grand Prairie, TX | | | | | 100 | % | | | 60.8 | | | | 6.3 | | | | — | | | | 450 | | | | 68 | | | Kroger |
| 9/13 | | Largo, FL | | | | | 25 | % | | | 116.8 | | | | 7.0 | | | | — | | | | 353 | | | | 62 | | | |
| 9/13 | | Wilson, NC | | | | | 100 | % | | | 73.1 | | | | 4.9 | | | | — | | | | 60 | | | | 53 | | | Big Lots |
| 9/13 | | Allentown, PA | | | | | 100 | % | | | 112.2 | | | | 10.6 | | | | — | | | | 342 | | | | 66 | | | BJ’s Wholesale Club |
| 9/13 | | Various | | DDRTC | | | 15 | % | | | 206.3 | | | | 30.4 | | | | 21.3 | | | | 304 | | | | 121 | | | Kohl’s, Michaels, Staples |
| 9/13 | | Cincinnati, OH | | Coventry II | | | 20 | % | | | 748.7 | | | | 29.9 | | | | 29.9 | | | | 665 | | | | 80 | | | Dillard’s |
| 9/13 | | Louisville, KY | | Coventry II | | | 20 | % | | | 49.4 | | | | 3.6 | | | | 3.6 | | | | 339 | | | | 59 | | | |
| 9/13 | | Durham, NC | | | | | 100 | % | | | 208.0 | | | | 4.0 | | | | — | | | | 200 | | | | 61 | | | Burlington Coat Factory |
| 9/13 | | Jacksonville, FL | | | | | 100 | % | | | 219.7 | | | | 6.1 | | | | — | | | | 150 | | | | 50 | | | JCPenney, Winn Dixie |
| 9/13 | | E. Norriton, PA | | | | | 100 | % | | | 178.7 | | | | 9.8 | | | | — | | | | 284 | | | | 109 | | | Aldi, Big Lots, Kmart |
| 10/13 | | Asheville, NC | | | | | 100 | % | | | 117.5 | | | | 8.9 | | | | — | | | | 118 | | | | 66 | | | Babies “R” Us,Bi-Lo |
| 11/13 | | Waterbury, CT | | DDRTC | | | 15 | % | | | 382.9 | | | | 41.0 | | | | 37.5 | | | | 229 | | | | 74 | | | Walmart, Staples, Stop & Shop |
| 11/13 | | Greensboro, NC | | | | | 100 | % | | | 112.0 | | | | 9.0 | | | | — | | | | 225 | | | | 63 | | | Harris Teeter |
| 11/13 | | Mesa, AZ | | Coventry II | | | 20 | % | | | 53.0 | | | | 6.1 | | | | 6.1 | | | | 467 | | | | 72 | | | |
| 11/13 | | Erie, PA | | | | | 100 | % | | | 10.9 | | | | 0.8 | | | | — | | | | 179 | | | | 55 | | | Family Dollar |
| 11/13 | | Monroeville, PA | | | | | 100 | % | | | 10.9 | | | | 1.6 | | | | — | | | | 297 | | | | 61 | | | Goodwill |
| 12/13 | | Crystal River, FL | | | | | 100 | % | | | 169.1 | | | | 6.5 | | | | — | | | | 125 | | | | 52 | | | Bealls, Bealls Outlet, Sibex Electronics |
| 12/13 | | Various | | DDRTC | | | 15 | % | | | 246.0 | | | | 21.3 | | | | 14.3 | | | | 68 | | | | 56 | | | Best Buy, Burke’s Outlet, Dick’s |
| 12/13 | | Erie, PA | | | | | 100 | % | | | 10.9 | | | | 2.5 | | | | — | | | | 174 | | | | 55 | | | Rite Aid |
| 12/13 | | Erie, PA | | | | | 100 | % | | | 10.9 | | | | 0.9 | | | | — | | | | 174 | | | | 57 | | | Family Dollar |
| 12/13 | | Indian Trail, NC | | | | | 100 | % | | | 102.4 | | | | 8.0 | | | | — | | | | 142 | | | | 87 | | | Food Lion |
| 12/13 | | Carlisle, PA | | DDRTC | | | 15 | % | | | 378.9 | | | | 34.2 | | | | 35.9 | | | | 61 | | | | 73 | | | Regal Cinemas, Ross, T.J. Maxx |
| 12/13 | | Washington, NC | | | | | 100 | % | | | 80.6 | | | | 4.5 | | | | — | | | | 29 | | | | 49 | | | Burke’s Outlet, Office Depot |
| 12/13 | | Tonawanda, NY | | | | | 100 | % | | | 222.3 | | | | 24.0 | | | | — | | | | 261 | | | | 63 | | | Grossman’s Bargain Outlet, Tops Market |
| 12/13 | | Greece, NY | | | | | 100 | % | | | 75.9 | | | | 5.4 | | | | — | | | | 322 | | | | 55 | | | Jo-Ann, PetSmart |
| | Land | | | | | 100 | % | | | — | | | | 21.5 | | | | — | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Dispositions | | | | | | | 6,030.8 | | | $ | 433.2 | | | $ | 162.6 | | | | | | | | | | | |
| | | | | | | |
Total Dispositions - Q4 2013 | | | | | | | 1,984.2 | | | $ | 184.4 | | | $ | 93.8 | | | | | | | | | | | |
24
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Consolidated Land Held for Development and Construction in Progress
($ In Millions, GLA In Thousands of SF)
| | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2013 | | | 2013 Activity | |
| | | Land | | | CIP | | | Total | | | Net
Expenditures
YTD | | | Placed
In Service
YTD | |
Ground up Development Projects in Progress | | $ | 33.1 | | | $ | 43.8 | | | $ | 76.9 | | | $ | 19.2 | | | $ | 33.9 | |
Ground up Development Projects Primarily on Hold | | | 150.0 | | | | 101.2 | | | | 251.2 | | | | (1.2 | ) | | | — | |
Substantially Completed Projects Pending Lease Up | | | 26.9 | | | | 32.1 | | | | 59.0 | | | | 1.1 | | | | 5.9 | |
Redevelopment Projects | | | 20.4 | | | | 41.0 | | | | 61.4 | | | | 111.2 | | | | 121.5 | |
Leasing Capital Expenditures | | | — | | | | 4.5 | | | | 4.5 | | | | 35.7 | | | | 35.3 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 230.4 | | | $ | 222.6 | | | $ | 453.0 | | | $ | 166.0 | | | $ | 196.6 | |
Significant Wholly-Owned and Consolidated Development Projects in Progress
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Location | | Project | | Est. Initial
Anchor
Opening | | Est.
Total
GLA | | | Est.
Owned
GLA | | | Est.
Net
Cost(1) | | | Cost
Incurred
To Date | | | Assets
Placed in
Service | | | Anchors |
Merriam, KS | | Merriam Village | | 3Q14 | | | 69.8 | | | | 59.8 | | | $ | 18.7 | | | $ | 11.3 | | | $ | — | | | IKEA |
Seabrook, NH | | Seabrook Town Center | | 2Q14 | | | 364.5 | | | | 165.0 | | | | 75.1 | | | | 56.3 | | | | — | | | Walmart, Dick’s Sporting Goods, PetSmart, Michaels, Ulta |
Charlotte, NC | | Belgate | | 2Q13 | | | 889.7 | | | | 186.2 | | | | 23.8 | | | | 43.2 | | | | 33.9 | | | Walmart, IKEA, Hobby Lobby, Ulta, Marshalls, World Market, PetSmart, Old Navy, Shoe Carnival |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | 1,324.0 | | | | 411.0 | | | $ | 117.6 | | | $ | 110.8 | | | $ | 33.9 | | | |
| | |
Total Land Held for Development and CIP for Ground Up Developments in Progress at December 31, 2013: | | | $ | 76.9 | | | |
Significant Consolidated Redevelopment Projects
| | | | | | | | | | | | | | | | | | | | | | | | |
Location | | Project | | Est.
Total
GLA (2) | | | Est.
Owned
GLA(2) | | | Est.
Net
Cost(1) | | | Cost
Incurred
To Date | | | Assets
Placed in
Service | | | Anchors |
Phoenix, AZ | | Ahwatukee Foothills Town Centre | | | 203.6 | | | | 203.6 | | | $ | 14.4 | | | $ | 7.4 | | | $ | 7.2 | | | Sprouts Farmers Market, Michaels, Marshalls, Roomstore, PetSmart |
Tampa, FL | | Lake Walden Square | | | 115.7 | | | | 108.7 | | | | 14.0 | | | | 9.5 | | | | 9.5 | | | Ross Dress for Less, Marshalls, Michaels, PetSmart |
Atlanta, GA | | Sandy Plains Village | | | 145.6 | | | | 142.6 | | | | 11.9 | | | | 11.2 | | | | 10.4 | | | Walmart Neighborhood Market, Movie Tavern |
Chicago, IL | | Brookside Marketplace | | | 76.4 | | | | 72.3 | | | | 11.8 | | | | 12.1 | | | | 9.8 | | | Ross Dress for Less, T.J. Maxx, Pier 1 Imports |
Lansing, MI | | Marketplace at Delta Township | | | 38.6 | | | | 38.6 | | | | 5.8 | | | | 4.3 | | | | 3.2 | | | Ulta, Five Below, Lane Bryant, Maurice’s |
Charlotte, NC | | Cotswold Village | | | 56.5 | | | | 56.5 | | | | 4.3 | | | | 2.1 | | | | 1.8 | | | World Market, Ulta, Panera, Carter’s |
Columbus, OH | | Easton Market | | | 128.0 | | | | 128.0 | | | | 6.5 | | | | 5.9 | | | | 5.8 | | | Nordstrom Rack, Carters, Tilly’s |
San Juan, PR | | Plaza Del Sol | | | 172.5 | | | | 172.5 | | | | 64.4 | | | | 22.7 | | | | 18.6 | | | Food court, Victoria’s Secret, Bath & Body Works, Sketchers, Aeropostale |
Fajardo, PR | | Plaza Fajardo | | | 36.3 | | | | 36.3 | | | | 8.8 | | | | 5.6 | | | | 5.3 | | | PetSmart, Shoe Carnival |
Salt Lake City, UT | | Family Center at Ft. Union | | | 127.7 | | | | 123.7 | | | | 14.0 | | | | 13.0 | | | | 12.8 | | | Dick’s Sporting Goods, Gordman’s |
Richmond, VA | | Bermuda Square | | | 137.9 | | | | 71.2 | | | | 14.1 | | | | 0.6 | | | | — | | | Martin’s Food Store, Petco |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | 1,238.8 | | | | 1,154.0 | | | $ | 170.0 | | | $ | 94.4 | | | $ | 84.4 | | | |
| | | | | |
CIP for projects listed above: | | | | | | | | | | | | | | | $ | 10.0 | | | |
CIP for other Redevelopment Projects: | | | | | | | | | | | | | | | | 51.4 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total amount included in CIP at December 31, 2013 for Redevelopment Projects: | | | | | | | $ | 61.4 | | | |
| (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 year ended December 31, 2013
Joint Venture Land Held for Development and Construction in Progress
($ In Millions, GLA In Thousands of SF)
| | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2013 | | | 2013 Activity | |
| | | Land | | | CIP | | | Total | | | Net
Expenditures
YTD | | | Placed
In Service
YTD | |
Ground up Development Projects in Progress | | $ | 1.4 | | | $ | 34.0 | | | $ | 35.4 | | | $ | 117.9 | | | $ | 348.2 | |
Land Held for Development | | | 52.4 | | | | 2.9 | | | | 55.3 | | | | 2.9 | | | | — | |
Redevelopment Projects | | | 10.2 | | | | 5.2 | | | | 15.4 | | | | 45.1 | | | | 32.6 | |
Leasing Capital Expenditures | | | — | | | | 10.0 | | | | 10.0 | | | | 45.7 | | | | 43.2 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 64.0 | | | $ | 52.1 | | | $ | 116.1 | | | $ | 211.6 | | | $ | 424.0 | |
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 | % | | | 881.2 | | | | 881.2 | | | $ | 199.0 | | | $ | 213.2 | | | $ | 182.2 | | | Bretas, Cinemark, C&A, Riachuelo, Renner, Etna, Strike Boliche, Magic Games, Anhanguera Educacional |
Londrina, Brazil | | Boulevard Londrina | | | 29.5 | % | | | 521.6 | | | | 521.6 | | | | 165.3 | | | | 168.9 | | | | 164.5 | | | Walmart, Cinemark, Renner, Magazine Luiza, Kalunga, Luigi Bertolli, Saraiva, Centuaro, Memove, M, PB Kids, Strike Boliche |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | 1,402.8 | | | | 1,402.8 | | | $ | 364.3 | | | $ | 382.1 | | | $ | 346.7 | | | |
| | |
Total Land Held for Development and CIP for Ground Up Developments in Progress at December 31, 2013: | | | $ | 35.4 | | | |
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 |
Atlanta, GA | | Newnan Pavilion | | | 15.0 | % | | | 110.3 | | | | 110.3 | | | $ | 9.6 | | | $ | 8.4 | | | $ | 6.9 | | | Academy Sports, Five Below, Jo-Ann |
Greensboro, NC | | Wendover Village | | | 20.0 | % | | | 104.8 | | | | 104.8 | | | | 6.8 | | | | 3.3 | | | | 1.1 | | | Golfsmith, Bed Bath & Beyond, T.J. Maxx, Five Below |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | 215.1 | | | | 215.1 | | | $ | 16.4 | | | $ | 11.7 | | | $ | 8.0 | | | |
| | |
CIP for projects listed above: | | | $ | 3.7 | | | |
CIP for other Redevelopment Projects: | | | | 11.7 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total amount included in CIP at December 31, 2013 for Redevelopment Projects: | | | $ | 15.4 | | | |
| (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 year ended December 31, 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 December 31, 2013: | | $ | 251.2 | (1) |
| (1) | Includes partners’ ownership interests of $46.0 million. |
27
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Portfolio Summary
(GLA In Millions)
| | | | |
Shopping Centers | | | | |
Operating Centers | | | 416 | |
Owned GLA (Pro Rata) | | | 83.4 (59.1 | ) |
Ground Lease GLA (Pro Rata) | | | 6.3 (5.0 | ) |
Additional Unowned GLA | | | 26.1 | |
Base Rent PSF(1) | | $ | 14.18 | |
Leased Rate (at 100%) | | | 95.1 | % |
Commenced Rate (at 100%) | | | 93.7 | % |
Leased Rate (at Pro Rata) | | | 95.6 | % |
| |
Prime Portfolio | | | | |
Operating Centers | | | 298 | |
Owned GLA (Pro Rata) | | | 70.3 (51.1 | ) |
Ground Lease GLA (Pro Rata) | | | 5.8 (4.7 | ) |
Additional Unowned GLA | | | 24.1 | |
Base Rent PSF(1) | | $ | 14.86 | |
Leased Rate (at 100%) | | | 96.2 | % |
% of Total NOI (T12) | | | 91.6 | % |
| | | | |
| Brazil Portfolio | | | | |
Operating Centers | | | 10 | |
Owned GLA (Pro Rata) | | | 4.6 (1.3 | ) |
Ground Lease GLA (Pro Rata) | | | 0.2 (0.1 | ) |
Additional Unowned GLA | | | 0.2 | |
Base Rent PSF(1) | | $ | 32.54 | |
Leased Rate (at 100%) | | | 96.5 | % |
% of Pro Rata NOI (T12) | | | 4.5 | % |
| |
| Puerto Rico Portfolio | | | | |
Operating Centers | | | 15 | |
Owned GLA | | | 4.1 | |
Ground Lease GLA | | | 0.7 | |
Additional Unowned GLA | | | 0.3 | |
Base Rent PSF | | $ | 19.49 | |
Leased Rate (at 100%) | | | 96.4 | % |
% of Pro Rata NOI (T12) | | | 12.7 | % |
Quarterly Same Store NOI(2)
($ In Millions)
| | | | | | | | | | | | |
| At 100% | | 4Q13 | | | 4Q12 | | | Change | |
Same Store NOI | | $ | 238.0 | | | $ | 230.3 | | | | 3.4 | % |
Non Same Store NOI | | | 42.9 | | | | 21.4 | | | | | |
| | | | | | | | | | | | |
| | $ | 280.9 | | | $ | 251.7 | | | | | |
Reconciliation to Income Statement
| | | | | | | | |
| | | 4Q13 | | | 4Q12 | |
Consolidated at 100% | | | | | | | | |
Revenues | | $ | 256.8 | | | $ | 202.8 | |
Fee Income | | | (9.0 | ) | | | (10.6 | ) |
Other Revenues | | | (0.2 | ) | | | (0.5 | ) |
Operating & Maintenance | | | (37.8 | ) | | | (31.8 | ) |
Real Estate Taxes | | | (35.6 | ) | | | (26.9 | ) |
| | | | | | | | |
| | $ | 174.2 | | | $ | 133.0 | |
Unconsolidated at 100% | | | | | | | | |
Revenues | | $ | 156.8 | | | $ | 178.7 | |
Operating & Maintenance | | | (35.6 | ) | | | (40.0 | ) |
Real Estate Taxes | | | (14.5 | ) | | | (20.0 | ) |
| | | | | | | | |
| | $ | 106.7 | | | $ | 118.7 | |
| | | | | | | | |
Total NOI at 100% | | $ | 280.9 | | | $ | 251.7 | |
| | | | | | | | |
| | | | | | | | | | | | |
| At DDR Share | | 4Q13 | | | 4Q12 | | | Change | |
Same Store NOI | | $ | 168.0 | | | $ | 162.9 | | | | 3.1 | % |
Non Same Store NOI | | | 30.0 | | | | (5.8 | ) | | | | |
| | | | | | | | | | | | |
| | $ | 198.0 | | | $ | 157.1 | | | | | |
Reconciliation to Income Statement
| | | | | | | | |
| | | 4Q13 | | | 4Q12 | |
| Consolidated at DDR Share | | | | | | | | |
Consolidated at 100% | | $ | 174.3 | | | $ | 133.0 | |
JV Share of Cons. NOI | | | (0.4 | ) | | | (0.4 | ) |
| | | | | | | | |
| | $ | 173.9 | | | $ | 132.6 | |
| | |
| Unconsolidated at DDR Share | | | | | | | | |
Revenues | | $ | 34.0 | | | $ | 34.8 | |
Operating & Maintenance | | | (7.3 | ) | | | (7.3 | ) |
Real Estate Taxes | | | (2.6 | ) | | | (3.0 | ) |
| | | | | | | | |
| | $ | 24.1 | | | $ | 24.5 | |
| | | | | | | | |
| Total NOI at DDR Share | | $ | 198.0 | | | $ | 157.1 | |
| | | | | | | | |
| (1) | Exchange rate: US$1.00 = R$2.13 |
| (2) | 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 year ended December 31, 2013
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Lease Expiration Schedule(at 100%) | |
| | | Greater than 10,000 SF | | | Less than 10,000 SF | |
| | | | | | ABR | | | Rent | | | % of | | | | | | ABR | | | Rent | | | % of | |
| Year | | Leases | | | (mil) | | | PSF | | | ABR | | | Leases | | | (mil) | | | PSF | | | ABR | |
2014 | | | 119 | | | $ | 38.5 | | | $ | 9.64 | | | | 3.6 | % | | | 1,348 | | | $ | 71.8 | | | $ | 27.91 | | | | 6.7 | % |
2015 | | | 215 | | | | 69.5 | | | | 10.45 | | | | 6.5 | % | | | 1,079 | | | | 60.5 | | | | 23.72 | | | | 5.7 | % |
2016 | | | 242 | | | | 81.0 | | | | 11.31 | | | | 7.6 | % | | | 1,134 | | | | 68.1 | | | | 24.97 | | | | 6.4 | % |
2017 | | | 229 | | | | 87.3 | | | | 10.65 | | | | 8.2 | % | | | 1,123 | | | | 67.8 | | | | 27.13 | | | | 6.3 | % |
2018 | | | 223 | | | | 77.3 | | | | 10.98 | | | | 7.2 | % | | | 1,274 | | | | 73.9 | | | | 25.37 | | | | 6.9 | % |
2019 | | | 181 | | | | 71.7 | | | | 11.02 | | | | 6.7 | % | | | 241 | | | | 18.0 | | | | 22.51 | | | | 1.7 | % |
2020 | | | 74 | | | | 25.9 | | | | 10.37 | | | | 2.4 | % | | | 132 | | | | 10.9 | | | | 22.40 | | | | 1.0 | % |
2021 | | | 104 | | | | 43.2 | | | | 10.61 | | | | 4.0 | % | | | 168 | | | | 13.5 | | | | 24.12 | | | | 1.3 | % |
2022 | | | 110 | | | | 46.9 | | | | 11.12 | | | | 4.4 | % | | | 198 | | | | 16.8 | | | | 24.55 | | | | 1.6 | % |
2023 | | | 120 | | | | 42.3 | | | | 10.85 | | | | 4.0 | % | | | 195 | | | | 17.2 | | | | 21.92 | | | | 1.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2014-2023 | | | 1,617 | | | $ | 583.6 | | | $ | 10.70 | | | | 54.6 | % | | | 6,892 | | | $ | 418.5 | | | $ | 24.46 | | | | 39.1 | % |
Total Rent Roll | | | 1,724 | | | $ | 632.5 | | | $ | 10.83 | | | | 59.1 | % | | | 7,209 | | | $ | 436.9 | | | $ | 25.12 | | | | 40.9 | % |
| | | | | | | | | | | | |
Annual Metrics(at 100%) | |
Period Ending | | Centers | | | Leased
Rate | | | ABR
PSF | |
YE 2013 | | | 416 | | | | 95.1 | % | | $ | 14.18 | |
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 | | | 86.6 | % | | | 16.0 | % | | | 43.6 | % |
| 5,000-9,999 | | | 89.8 | % | | | 8.8 | % | | | 18.1 | % |
| > 10,000 | | | 97.5 | % | | | 75.2 | % | | | 38.3 | % |
| | | | | | | | | | | | |
Total | | | 95.1 | % | | | 100.0 | % | | | 100.0 | % |
|
Portfolio Concentration(at 100%) | |
| | | % of
ABR | | | MSF | | | % of
GLA | |
| Brazil | | | 10.4 | % | | | 4.8 | | | | 5.3 | % |
| Florida | | | 9.6 | % | | | 9.6 | | | | 10.7 | % |
| Georgia | | | 8.2 | % | | | 8.6 | | | | 9.6 | % |
| Puerto Rico | | | 7.6 | % | | | 4.8 | | | | 5.3 | % |
| Ohio | | | 6.9 | % | | | 7.1 | | | | 7.9 | % |
| North Carolina | | | 6.7 | % | | | 6.0 | | | | 6.7 | % |
| New York | | | 5.9 | % | | | 7.2 | | | | 8.1 | % |
| New Jersey | | | 4.3 | % | | | 3.2 | | | | 3.6 | % |
| Illinois | | | 3.3 | % | | | 2.2 | | | | 2.5 | % |
| California | | | 2.9 | % | | | 2.0 | | | | 2.2 | % |
29
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Leasing Summary - 4Q 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fourth Quarter 2013 at 100% | |
| | | # of
Leases | | | GLA | | | New Rent | | | Prior Rent | | | Comp
Space
Spread | | | Wtd
Avg
Term
(Yrs) | | | TA
PSF | |
| | | | | Year 1
Rent
PSF | | | Year 1
Total
Rent | | | Final
Year
Rent
PSF | | | Final
Year
Total
Rent | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Comparable | | | 78 | | | | 275 | | | $ | 20.86 | | | $ | 5,737 | | | $ | 18.32 | | | $ | 5,038 | | | | 13.9 | % | | | 7.9 | | | $ | 16.28 | |
| | | | | | | | | |
Non-comp | | | 102 | | | | 567 | | | | 16.54 | | | | 9,378 | | | | N/A | | | | N/A | | | | N/A | | | | 9.6 | | | | 17.79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
New Leases - Total | | | 180 | | | | 842 | | | | 17.95 | | | | 15,115 | | | | N/A | | | | N/A | | | | 13.9 | % | | | 9.1 | | | | 17.29 | |
| | | | | | | | | |
Renewals | | | 204 | | | | 1,652 | | | | 13.56 | | | | 22,401 | | | | 12.55 | | | | 20,733 | | | | 8.0 | % | | | 4.8 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 384 | | | | 2,494 | | | $ | 15.04 | | | $ | 37,516 | | | $ | 13.37 | | | $ | 25,771 | | | | 9.2 | % | | | 6.2 | | | $ | 5.85 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Fourth Quarter 2013 at Pro Rata Share | |
| | | # of
Leases | | | GLA | | | New Rent | | | Prior Rent | | | Comp
Space
Spread | | | Wtd
Avg
Term
(Yrs) | | | TA
PSF | |
| | | | | Year 1
Rent
PSF | | | Year 1
Total
Rent | | | Final
Year
Rent
PSF | | | Final
Year
Total
Rent | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Comparable | | | 78 | | | | 168 | | | $ | 20.70 | | | $ | 3,478 | | | $ | 17.15 | | | $ | 2,881 | | | | 20.7 | % | | | 7.9 | | | $ | 22.93 | |
| | | | | | | | | |
Non-comp | | | 102 | | | | 433 | | | | 17.95 | | | | 7,772 | | | | N/A | | | | N/A | | | | N/A | | | | 10.3 | | | | 20.52 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
New Leases - Total | | | 180 | | | | 601 | | | | 18.72 | | | | 11,250 | | | | N/A | | | | N/A | | | | 20.7 | % | | | 9.7 | | | | 21.20 | |
| | | | | | | | | |
Renewals | | | 204 | | | | 1,241 | | | | 13.19 | | | | 16,369 | | | | 12.22 | | | | 15,165 | | | | 7.9 | % | | | 4.9 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 384 | | | | 1,842 | | | $ | 14.99 | | | $ | 27,619 | | | $ | 12.81 | | | $ | 18,046 | | | | 10.0 | % | | | 6.4 | | | $ | 6.93 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
30
DDR
Quarterly Financial Supplement
For the year ended December 31, 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% | |
| | | # of
Leases | | | GLA | | | New Rent | | | Prior Rent | | | Comp
Space
Spread | | | Wtd
Avg
Term
(Yrs) | | | TA
PSF | |
| | | | | Year 1
Rent
PSF | | | Year 1
Total
Rent | | | Final
Year
Rent
PSF | | | Final
Year
Total
Rent | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Comparable | | | 355 | | | | 1,288 | | | $ | 19.60 | | | $ | 25,245 | | | $ | 17.47 | | | $ | 22,501 | | | | 12.2 | % | | | 8.0 | | | $ | 15.72 | |
| | | | | | | | | |
Non-comp | | | 423 | | | | 2,145 | | | | 15.20 | | | | 32,604 | | | | N/A | | | | N/A | | | | N/A | | | | 8.4 | | | | 15.44 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
New Leases - Total | | | 778 | | | | 3,433 | | | | 16.85 | | | | 57,849 | | | | N/A | | | | N/A | | | | 12.2 | % | | | 8.3 | | | | 15.54 | |
| | | | | | | | | |
Renewals | | | 941 | | | | 6,839 | | | | 14.11 | | | | 96,498 | | | | 13.14 | | | | 89,864 | | | | 7.4 | % | | | 5.0 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 1,719 | | | | 10,272 | | | $ | 15.03 | | | $ | 154,347 | | | $ | 13.83 | | | $ | 112,365 | | | | 8.3 | % | | | 6.1 | | | $ | 5.27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
YTD 2013 at Pro Rata Share | |
| | | # of
Leases | | | GLA | | | New Rent | | | Prior Rent | | | Comp
Space
Spread | | | Wtd
Avg
Term
(Yrs) | | | TA
PSF | |
| | | | | Year 1
Rent
PSF | | | Year 1
Total
Rent | | | Final
Year
Rent
PSF | | | Final
Year
Total
Rent | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Comparable | | | 355 | | | | 768 | | | $ | 19.70 | | | $ | 15,130 | | | $ | 17.14 | | | $ | 13,164 | | | | 14.9 | % | | | 8.1 | | | $ | 19.30 | |
| | | | | | | | | |
Non-comp | | | 423 | | | | 1,522 | | | | 16.07 | | | | 24,458 | | | | N/A | | | | N/A | | | | N/A | | | �� | 8.6 | | | | 15.49 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
New Leases - Total | | | 778 | | | | 2,290 | | | | 17.29 | | | | 39,588 | | | | N/A | | | | N/A | | | | 14.9 | % | | | 8.4 | | | | 16.74 | |
| | | | | | | | | |
Renewals | | | 941 | | | | 4,201 | | | | 14.05 | | | | 59,024 | | | | 13.06 | | | | 54,865 | | | | 7.6 | % | | | 5.1 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 1,719 | | | | 6,491 | | | $ | 15.19 | | | $ | 98,612 | | | $ | 13.69 | | | $ | 68,029 | | | | 8.9 | % | | | 6.2 | | | $ | 6.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
31
DDR
Quarterly Financial Supplement
For the year ended December 31, 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.
| | | | | | | | |
| (GLA In Thousands) | | 4Q13 | | | YTD
Total /
Average | |
| | |
Number of lease transactions executed | | | 384 | | | | 1,719 | |
Rentable square footage leased | | | 2,494 | | | | 10,272 | |
Square footage of renewal deals | | | 1,652 | | | | 6,839 | |
Square footage of new deals | | | 842 | | | | 3,433 | |
| | |
New Deals: | | | | | | | | |
Weighted average per rentable square foot over the lease term: | | | | | | | | |
Base rent | | $ | 18.95 | | | $ | 17.86 | |
Tenant allowance | | | (1.91 | ) | | | (1.87 | ) |
Landlord work | | | (1.22 | ) | | | (1.49 | ) |
Third party leasing commissions | | | (0.29 | ) | | | (0.32 | ) |
| | | | | | | | |
Equivalent net effective rent | | $ | 15.53 | | | $ | 14.18 | |
| | | | | | | | |
Weighted average term in years | | | 8.9 | | | | 8.2 | |
| | |
Renewal Deals: | | | | | | | | |
Weighted average per rentable square foot over the lease term: | | | | | | | | |
Base rent | | $ | 13.68 | | | $ | 14.60 | |
Tenant allowance | | | — | | | | — | |
Landlord work | | | — | | | | — | |
Third party leasing commissions | | | — | | | | — | |
| | | | | | | | |
Equivalent net effective rent | | $ | 13.68 | | | $ | 14.60 | |
| | | | | | | | |
Weighted average term in years | | | 4.8 | | | | 5.1 | |
32
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Top 50 Tenants Ranked by Base Rental & Ground Lease Revenue
($ and GLA In Millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | # of Units | | | ABR | | | GLA | | | Credit Ratings (S&P/Moody’s/Fitch) |
Tenant | | | | Owned | | | Total | | | at 100% | | | % of Total | | | Pro Rata | | | at 100% | | | % of Total | | | Pro Rata | | |
1 | | Walmart 1 | | | 33 | | | | 76 | | | $ | 31.5 | | | | 2.8 | % | | $ | 26.6 | | | | 4.8 | | | | 5.4 | % | | | 4.2 | | | AA / Aa2 / AA |
2 | | TJX Companies 2 | | | 91 | | | | 92 | | | | 30.2 | | | | 2.7 | % | | | 24.5 | | | | 2.9 | | | | 3.2 | % | | | 2.3 | | | A+ / A3 / NR |
3 | | Bed Bath & Beyond 3 | | | 77 | | | | 78 | | | | 27.0 | | | | 2.4 | % | | | 21.5 | | | | 2.2 | | | | 2.5 | % | | | 1.7 | | | BBB+ / NR / NR |
4 | | PetSmart | | | 84 | | | | 85 | | | | 25.4 | | | | 2.3 | % | | | 20.7 | | | | 1.8 | | | | 2.0 | % | | | 1.4 | | | BB+ / NR / NR |
5 | | Kohl’s | | | 36 | | | | 45 | | | | 22.5 | | | | 2.0 | % | | | 17.2 | | | | 3.2 | | | | 3.6 | % | | | 2.4 | | | BBB+ / Baa1 / BBB+ |
6 | | Dick’s Sporting Goods 4 | | | 34 | | | | 34 | | | | 19.6 | | | | 1.7 | % | | | 13.6 | | | | 1.6 | | | | 1.8 | % | | | 1.2 | | | NR |
7 | | Ross Stores 5 | | | 59 | | | | 59 | | | | 18.6 | | | | 1.7 | % | | | 12.8 | | | | 1.8 | | | | 2.0 | % | | | 1.2 | | | A- / NR / NR |
8 | | Office Depot 6 | | | 65 | | | | 68 | | | | 18.2 | | | | 1.6 | % | | | 13.9 | | | | 1.5 | | | | 1.7 | % | | | 1.1 | | | B- / B2 / NR |
9 | | Best Buy | | | 31 | | | | 36 | | | | 18.2 | | | | 1.6 | % | | | 14.5 | | | | 1.3 | | | | 1.4 | % | | | 1.1 | | | BB / Baa2 / BB- |
10 | | Michaels | | | 62 | | | | 62 | | | | 17.2 | | | | 1.5 | % | | | 13.1 | | | | 1.5 | | | | 1.7 | % | | | 1.1 | | | B / B3 / NR |
11 | | Publix | | | 39 | | | | 42 | | | | 16.4 | | | | 1.5 | % | | | 4.2 | | | | 1.8 | | | | 2.0 | % | | | 0.5 | | | NR |
12 | | AMC Theatres | | | 9 | | | | 10 | | | | 16.3 | | | | 1.5 | % | | | 11.4 | | | | 0.7 | | | | 0.8 | % | | | 0.5 | | | B / NR / NR |
13 | | Kroger 7 | | | 35 | | | | 36 | | | | 15.0 | | | | 1.3 | % | | | 6.6 | | | | 1.9 | | | | 2.1 | % | | | 0.8 | | | BBB / Baa2 / BBB |
14 | | Gap 8 | | | 56 | | | | 56 | | | | 14.4 | | | | 1.3 | % | | | 11.6 | | | | 0.9 | | | | 1.0 | % | | | 0.7 | | | BBB- / Baa3 / BBB- |
15 | | Lowe’s | | | 14 | | | | 35 | | | | 12.0 | | | | 1.1 | % | | | 11.3 | | | | 1.8 | | | | 2.0 | % | | | 1.7 | | | A- / A3 / NR |
16 | | Jo-Ann | | | 37 | | | | 37 | | | | 11.7 | | | | 1.0 | % | | | 9.7 | | | | 1.1 | | | | 1.2 | % | | | 0.9 | | | B / Caa1 / NR |
17 | | Barnes & Noble | | | 27 | | | | 29 | | | | 11.0 | | | | 1.0 | % | | | 9.0 | | | | 0.7 | | | | 0.8 | % | | | 0.6 | | | NR |
18 | | Ascena 9 | | | 99 | | | | 99 | | | | 10.8 | | | | 1.0 | % | | | 8.3 | | | | 0.6 | | | | 0.7 | % | | | 0.4 | | | NR |
19 | | Cinemark | | | 15 | | | | 15 | | | | 10.8 | | | | 1.0 | % | | | 8.2 | | | | 0.8 | | | | 0.9 | % | | | 0.6 | | | BB- / NR / NR |
20 | | Regal Cinemas | | | 12 | | | | 13 | | | | 10.5 | | | | 0.9 | % | | | 8.1 | | | | 0.7 | | | | 0.8 | % | | | 0.6 | | | B+ / B1 / B+ |
21 | | Ulta | | | 43 | | | | 44 | | | | 10.2 | | | | 0.9 | % | | | 7.9 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | NR |
22 | | Toys “R” Us 10 | | | 28 | | | | 33 | | | | 9.6 | | | | 0.9 | % | | | 8.2 | | | | 1.1 | | | | 1.2 | % | | | 0.9 | | | B- / B2 / CCC |
23 | | Sports Authority | | | 18 | | | | 19 | | | | 9.6 | | | | 0.9 | % | | | 9.2 | | | | 0.7 | | | | 0.8 | % | | | 0.7 | | | B- / B3 / NR |
24 | | Dollar Tree Stores | | | 88 | | | | 90 | | | | 9.3 | | | | 0.8 | % | | | 6.5 | | | | 0.9 | | | | 1.0 | % | | | 0.6 | | | NR |
25 | | Home Depot | | | 10 | | | | 38 | | | | 9.2 | | | | 0.8 | % | | | 9.0 | | | | 1.1 | | | | 1.2 | % | | | 1.0 | | | A / A2 / A- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 25 Tenants | | | 1,102 | | | | 1,231 | | | $ | 405.2 | | | | 36.1 | % | | $ | 307.6 | | | | 37.9 | | | | 42.3 | % | | | 28.5 | | | |
| | | | | | | | | | |
26 | | Tops Markets | | | 12 | | | | 12 | | | $ | 9.1 | | | | 0.8 | % | | $ | 4.8 | | | | 0.8 | | | | 0.9 | % | | | 0.4 | | | B / NR / NR |
27 | | Staples | | | 32 | | | | 33 | | | | 9.0 | | | | 0.8 | % | | | 6.8 | | | | 0.7 | | | | 0.8 | % | | | 0.5 | | | BBB / Baa2 / BBB |
28 | | Petco | | | 34 | | | | 36 | | | | 8.4 | | | | 0.7 | % | | | 5.8 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | B / B3 / NR |
29 | | DSW | | | 21 | | | | 21 | | | | 7.9 | | | | 0.7 | % | | | 6.4 | | | | 0.5 | | | | 0.6 | % | | | 0.4 | | | NR |
30 | | Party City | | | 39 | | | | 40 | | | | 7.4 | | | | 0.7 | % | | | 5.7 | | | | 0.5 | | | | 0.6 | % | | | 0.4 | | | NR / B3 / NR |
31 | | Sears 11 | | | 19 | | | | 20 | | | | 6.7 | | | | 0.6 | % | | | 4.9 | | | | 1.7 | | | | 1.9 | % | | | 1.2 | | | CCC+ / Caa1 / CCC |
32 | | Pier 1 Imports | | | 32 | | | | 35 | | | | 6.5 | | | | 0.6 | % | | | 4.9 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | NR |
33 | | Hobby Lobby | | | 17 | | | | 19 | | | | 6.4 | | | | 0.6 | % | | | 4.7 | | | | 0.9 | | | | 1.0 | % | | | 0.7 | | | NR |
34 | | hhgregg | | | 19 | | | | 19 | | | | 6.1 | | | | 0.5 | % | | | 4.6 | | | | 0.6 | | | | 0.7 | % | | | 0.4 | | | NR |
35 | | Beall’s | | | 18 | | | | 18 | | | | 5.6 | | | | 0.5 | % | | | 3.2 | | | | 0.8 | | | | 0.9 | % | | | 0.5 | | | NR |
36 | | LA Fitness | | | 9 | | | | 10 | | | | 5.5 | | | | 0.5 | % | | | 4.4 | | | | 0.4 | | | | 0.4 | % | | | 0.4 | | | NR |
37 | | Whole Foods | | | 5 | | | | 5 | | | | 5.3 | | | | 0.5 | % | | | 4.6 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | BBB- / NR / NR |
38 | | Famous Footwear | | | 37 | | | | 37 | | | | 5.1 | | | | 0.5 | % | | | 4.2 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | B+ / B / BB+ |
39 | | Giant Eagle | | | 6 | | | | 6 | | | | 4.9 | | | | 0.4 | % | | | 3.2 | | | | 0.5 | | | | 0.6 | % | | | 0.3 | | | NR |
40 | | Royal Ahold 12 | | | 7 | | | | 8 | | | | 4.9 | | | | 0.4 | % | | | 2.8 | | | | 0.4 | | | | 0.4 | % | | | 0.2 | | | BBB / Baa3 / BBB |
41 | | Gamestop | | | 101 | | | | 101 | | | | 4.8 | | | | 0.4 | % | | | 3.8 | | | | 0.2 | | | | 0.2 | % | | | 0.1 | | | NR |
42 | | Shoe Carnival | | | 29 | | | | 29 | | | | 4.4 | | | | 0.4 | % | | | 3.1 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | NR |
43 | | Panera | | | 34 | | | | 34 | | | | 4.4 | | | | 0.4 | % | | | 2.8 | | | | 0.2 | | | | 0.2 | % | | | 0.1 | | | NR |
44 | | Nordstrom Rack | | | 7 | | | | 7 | | | | 4.4 | | | | 0.4 | % | | | 3.4 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | A- / Baa1 / A- |
45 | | Burlington Coat Factory | | | 10 | | | | 10 | | | | 4.2 | | | | 0.4 | % | | | 3.5 | | | | 0.8 | | | | 0.9 | % | | | 0.6 | | | NR / B2 / NR |
46 | | Five Below | | | 32 | | | | 32 | | | | 4.2 | | | | 0.4 | % | | | 3.6 | | | | 0.3 | | | | 0.3 | % | | | 0.2 | | | NR |
47 | | Rainbow Apparel 13 | | | 37 | | | | 37 | | | | 4.1 | | | | 0.4 | % | | | 3.9 | | | | 0.2 | | | | 0.2 | % | | | 0.2 | | | NR |
48 | | AT&T | | | 46 | | | | 46 | | | | 4.1 | | | | 0.4 | % | | | 3.3 | | | | 0.1 | | | | 0.1 | % | | | 0.1 | | | A- / A3 / A |
49 | | Stein Mart | | | 17 | | | | 17 | | | | 4.0 | | | | 0.4 | % | | | 2.4 | | | | 0.6 | | | | 0.7 | % | | | 0.3 | | | NR |
50 | | Hallmark | | | 46 | | | | 46 | | | | 4.0 | | | | 0.4 | % | | | 2.9 | | | | 0.2 | | | | 0.2 | % | | | 0.2 | | | NR |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Tenants 26-50 | | | 666 | | | | 678 | | | $ | 141.4 | | | | 12.6 | % | | $ | 103.7 | | | | 12.4 | | | | 13.8 | % | | | 8.5 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Top 50 Tenants | | | 1,768 | | | | 1,909 | | | $ | 546.6 | | | | 48.7 | % | | $ | 411.3 | | | | 50.3 | | | | 56.1 | % | | | 37.0 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | Total Portfolio | | | | | | | | | | $ | 1,122.7 | | | | 100.0 | % | | $ | 788.0 | | | | 89.7 | | | | 100.0 | % | | | 64.1 | | | |
| (1) | Walmart (26) / Sam’s Club (5) / Neighborhood Market (2) |
| (2) | T.J. Maxx (43) / Marshalls (34) / Homegoods (14) |
| (3) | Bed Bath & Beyond (49) / World Market (19) / buybuy Baby (8) / CTS (1) |
| (4) | Dick’s Sporting Goods (32) / Golf Galaxy (2) |
| (5) | Ross Dress For Less (56) / dd’s Discounts (3) |
| (6) | Office Depot (17) / OfficeMax (48) |
| (7) | Kroger (28) / Harris Teeter (6) / King Soopers (1) |
| (8) | Gap (3) / Old Navy (50) / Banana Republic (3) |
| (9) | Catherine’s (10) / Dress Barn (26) / Justice (25) / Lane Bryant (27) / Maurice’s (11) |
| (10) | Toys “R” Us (6) / Babies “R” Us (17) / Toys-Babies Combo (5) |
| (11) | Sears (3) / Kmart (16) |
| (12) | Stop & Shop (3) / Martin’s (2) / Others (2) |
| (13) | Rainbow (22) / 5-7-9 (6) / Marianne (9) |
33
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Total Market Capitalization
(In Millions)
| | | | | | | | | | | | | | | | |
| | | December 31, 2013 | | | December 31, 2012 | |
| | | Amount | | | % of Total | | | Amount | | | % of Total | |
| | | | |
Common Shares Equity | | $ | 5,527.4 | | | | 49 | % | | $ | 4,940.3 | | | | 51 | % |
Perpetual Preferred Stock | | | 405.0 | | | | 4 | % | | | 405.0 | | | | 4 | % |
| | | | | | | | | | | | | | | | |
| | | 5,932.4 | | | | 53 | % | | | 5,345.3 | | | | 55 | % |
| | | | |
Unsecured Credit Facilities | | | 29.1 | | | | 0 | % | | | 147.9 | | | | 2 | % |
Unsecured Term Loan | | | 350.0 | | | | 3 | % | | | 350.0 | | | | 4 | % |
Unsecured Public Debt | | | 2,775.4 | | | | 25 | % | | | 2,179.2 | | | | 22 | % |
Secured Term Loan | | | 400.0 | | | | 4 | % | | | 400.0 | | | | 4 | % |
Fixed Rate Mortgage Debt | | | 1,627.1 | | | | 14 | % | | | 1,176.4 | | | | 12 | % |
Variable Rate Mortgage Debt | | | 97.7 | | | | 1 | % | | | 86.2 | | | | 1 | % |
| | | | | | | | | | | | | | | | |
| | | 5,279.3 | | | | 47 | % | | | 4,339.7 | | | | 45 | % |
| | | | | | | | | | | | | | | | |
Total | | $ | 11,211.7 | | | | 100 | % | | $ | 9,685.0 | | | | 100 | % |
| | | | | | | | | | | | | | | | |
| | | | |
Debt to Market Capitalization | | | 47.1 | % | | | | | | | 44.8 | % | | | | |
| | | | |
Common Shares Outstanding (millions) | | | 359.2 | | | | | | | | 315.1 | | | | | |
Operating Partnership Units (millions) | | | 0.4 | | | | | | | | 0.4 | | | | | |
Market Value per Share | | $ | 15.37 | | | | | | | $ | 15.66 | | | | | |
Accretion on Convertible Notes (excluded above) | | $ | 21.3 | | | | | | | $ | 32.1 | | | | | |
Partners’ Share of Consolidated Debt (included above) | | $ | 19.4 | | | | | | | $ | 20.6 | | | | | |
DDR Share of Unconsolidated Debt (excluded above) | | $ | 630.1 | | | | | | | $ | 724.9 | | | | | |
Unsecured Bond Ratings
| | | | |
| | | Debt Rating | | Outlook |
Moody’s | | Baa2 | | Stable |
S&P | | BBB- | | Stable |
Fitch | | BBB- | | Stable |
Public Debt Covenants
(Actuals for Twelve Months Ended December 31, 2013)
| | | | | | |
| | | Covenant
Threshold | | Actual
Covenant | |
Total Debt to Real Estate Assets Ratio | | not to exceed 65% | | | 49 | % |
Secured Debt to Assets Ratio | | not to exceed 40% | | | 19 | % |
Value of Unencumbered Assets to Unsecured Debt | | at least 135% | | | 201 | % |
Fixed Charge Coverage Ratio | | at least 1.5x | | | 2.1x | |
34
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Summary of Consolidated Debt
(In Millions)
| | | | | | | | | | | | | | | | | | | | |
Total Debt Outstanding | | December 31, 2013
Aggregate | | | December 31, 2013
DDR Pro Rata
Share | | | December 31, 2013
DDR Pro Rata
Wtd. Avg. Interest | | | December 31, 2012
Aggregate | | | December 31, 2012
DDR Pro Rata
Share | |
| | | | | |
Unsecured Credit Facilities | | $ | 29.1 | | | $ | 29.1 | | | | 2.21 | % | | $ | 147.9 | | | $ | 147.9 | |
| | | | | |
Unsecured Term Loan | | | 350.0 | | | | 350.0 | | | | 3.05 | % | | | 350.0 | | | | 350.0 | |
| | | | | |
Unsecured Public Debt | | | 2,754.1 | | | | 2,754.1 | | | | 5.27 | % | | | 2,147.1 | | | | 2,147.1 | |
| | | | | |
Secured Term Loan | | | 400.0 | | | | 400.0 | | | | 1.82 | % | | | 400.0 | | | | 400.0 | |
| | | | | |
Fixed Rate Mortgage Loans | | | 1,627.1 | | | | 1,617.2 | | | | 4.96 | % | | | 1,176.4 | | | | 1,166.5 | |
| | | | | |
Variable Rate Mortgage Loans | | | 97.7 | | | | 88.2 | | | | 1.65 | % | | | 86.2 | | | | 75.5 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal | | | 5,258.0 | | | | 5,238.6 | | | | 4.76 | % | | | 4,307.6 | | | | 4,287.0 | |
| | | | | |
Fair Market Value Adjustment | | | 36.7 | | | | 36.7 | | | | — | | | | 11.5 | | | | 11.5 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 5,294.7 | | | $ | 5,275.3 | | | | 4.76 | % | | $ | 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 | | | Weighted Avg.
Interest Rate | |
| | | | | | |
2014 | | $ | 33.3 | | | $ | 326.3 | | | $ | — | | | $ | 359.6 | | | $ | 359.6 | | | | 4.32 | % |
| | | | | | |
2015 | | | 33.1 | | | | 427.4 | | | | 503.0 | | | | 963.5 | | | | 963.5 | | | | 4.41 | % |
| | | | | | |
2016 | | | 27.0 | | | | 0.2 | | | | 240.0 | | | | 267.2 | | | | 257.7 | | | | 9.59 | % |
| | | | | | |
2017 | | | 26.8 | | | | 142.3 | | | | 350.0 | | | | 519.1 | | | | 519.1 | | | | 6.13 | % |
| | | | | | |
2018 | | | 20.0 | | | | 502.6 | | | | 411.3 | | | | 933.9 | | | | 933.9 | | | | 3.62 | % |
| | | | | | |
2019 | | | 13.7 | | | | 169.3 | | | | 300.0 | | | | 483.0 | | | | 483.0 | | | | 4.06 | % |
| | | | | | |
2020 | | | 5.5 | | | | 280.2 | | | | 300.0 | | | | 585.7 | | | | 585.7 | | | | 6.11 | % |
| | | | | | |
2021 | | | 4.1 | | | | 54.7 | | | | 300.0 | | | | 358.8 | | | | 358.8 | | | | 3.95 | % |
| | | | | | |
2022 | | | 0.1 | | | | 42.8 | | | | 450.0 | | | | 492.9 | | | | 492.9 | | | | 4.67 | % |
| | | | | | |
2023 and beyond | | | — | | | | 15.4 | | | | 300.0 | | | | 315.4 | | | | 305.5 | | | | 3.24 | % |
| | | | | | |
Unsecured debt discount | | | — | | | | — | | | | (21.1 | ) | | | (21.1 | ) | | | (21.1 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 163.6 | | | $ | 1,961.2 | | | $ | 3,133.2 | | | $ | 5,258.0 | | | $ | 5,238.6 | | | | 4.76 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Percentage of Total Debt | | December 31, 2013 | | | December 31, 2012 | |
| | |
Fixed | | | 93.8 | % | | | 89.9 | % |
Variable | | | 6.2 | % | | | 10.1 | % |
| | |
Recourse to DDR | | | 68.5 | % | | | 72.0 | % |
Non-recourse to DDR | | | 31.5 | % | | | 28.0 | % |
| (1) | Assumes borrower extension options are exercised. |
35
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Summary of Joint Venture Debt
(In Millions)
| | | | | | | | | | | | | | | | | | | | |
Total Debt Outstanding | | December 31, 2013
Aggregate | | | December 31, 2013
DDR Pro Rata
Share | | | December 31, 2013
DDR Pro Rata
Wtd. Avg. Interest | | | December 31, 2012
Aggregate | | | December 31, 2012
DDR Pro Rata
Share | |
| | | | | |
Fixed Rate Mortgage Loans | | $ | 2,493.3 | | | $ | 453.7 | | | | 5.57 | % | | $ | 3,094.9 | | | $ | 517.5 | |
| | | | | |
Variable Rate Mortgage Loans | | | 778.4 | | | | 175.8 | | | | 8.23 | % | | | 1,162.7 | | | | 206.3 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal | | | 3,271.7 | (1) | | | 629.5 | (1) | | | 6.31 | % | | | 4,257.6 | | | | 723.8 | |
| | | | | |
Fair Market Value Adjustment | | | 10.9 | | | | 0.6 | | | | — | | | | 20.5 | | | | 1.1 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 3,282.6 | | | $ | 630.1 | | | | 6.31 | % | | $ | 4,278.1 | | | $ | 724.9 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Schedule of Maturities by Year(2) | | Scheduled
Principal
Payments | | | Mortgage
Loan
Maturities | | | Aggregate
Total | | | DDR Pro Rata
Share | | | Weighted Avg.
Interest Rate | |
| | | | | |
2014 | | $ | 12.2 | | | $ | 233.2 | | | $ | 245.4 | | | $ | 39.9 | | | | 6.59 | % |
| | | | | |
2015 | | | 12.0 | | | | 184.1 | | | | 196.1 | | | | 35.7 | | | | 7.04 | % |
| | | | | |
2016 | | | 10.9 | | | | 221.8 | | | | 232.7 | | | | 22.1 | | | | 6.79 | % |
| | | | | |
2017 | | | 8.6 | | | | 1,744.1 | | | | 1,752.7 | | | | 322.7 | | | | 5.62 | % |
| | | | | |
2018 | | | 3.9 | | | | 215.1 | | | | 219.0 | | | | 37.9 | | | | 5.50 | % |
| | | | | |
2019 | | | 2.5 | | | | 294.1 | | | | 296.6 | | | | 61.0 | | | | 6.93 | % |
| | | | | |
2020 | | | 2.7 | | | | 71.1 | | | | 73.8 | | | | 23.1 | | | | 7.75 | % |
| | | | | |
2021 | | | 1.8 | | | | 80.5 | | | | 82.3 | | | | 31.5 | | | | 5.41 | % |
| | | | | |
2022 | | | 0.5 | | | | — | | | | 0.5 | | | | 0.1 | | | | 0.00 | % |
| | | | | |
2023 and beyond | | | 0.2 | | | | 172.4 | | | | 172.6 | | | | 55.5 | | | | 9.46 | % |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 55.3 | | | $ | 3,216.4 | | | $ | 3,271.7 | | | $ | 629.5 | | | | 6.31 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Percentage of Total Debt | | December 31, 2013 | | | December 31, 2012 | |
| | |
Fixed | | | 76.2 | % | | | 72.7 | % |
Variable | | | 23.8 | % | | | 27.3 | % |
| | |
Recourse to DDR | | | 0.0 | % | | | 1.4 | % |
Non-recourse to DDR | | | 100.0 | % | | | 98.6 | % |
| (1) | Includes approximately $149.1 million of non-recourse debt of which the Company’s proportionate share is $20.9 million associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income. |
| (2) | Assumes borrower extension options are exercised. |
36
DDR
Quarterly Financial Supplement
For the year ended December 31, 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 | | $ | 29.1 | | | $ | 29.1 | | | 04/18 | | | LIBOR + 115 | |
$65 Million Revolving Credit Facility | | | — | | | | — | | | 04/18 | | | LIBOR + 115 | |
$50 Million Term Loan | | | 50.0 | | | | 50.0 | | | 01/17 | | | LIBOR + 150 | |
$300 Million Term Loan | | | 300.0 | | | | 300.0 | | | 01/19 | | | LIBOR + 190 | |
Secured Credit Facility: | | | | | | | | | | | | | | |
$400 Million Term Loan | | | 400.0 | | | | 400.0 | | | 04/18 | | | LIBOR + 135 | |
| | | | | | | | | | | | | | |
Total Term and Credit Facility Debt | | $ | 779.1 | | | $ | 779.1 | | | | | | | |
| | | | |
Public Debt: | | | | | | | | | | | | | | |
Unsecured Notes | | | 152.9 | | | | 152.9 | | | 05/15 | | | 5.50 | |
Convertible Notes | | | 328.7 | (3) | | | 328.7 | | | 11/15 | | | 1.75 | |
Unsecured Notes | | | 239.5 | | | | 239.5 | | | 03/16 | | | 9.63 | |
Unsecured Notes | | | 300.0 | | | | 300.0 | | | 04/17 | | | 7.50 | |
Unsecured Notes | | | 298.8 | | | | 298.8 | | | 04/18 | | | 4.75 | |
Unsecured Notes | | | 82.2 | | | | 82.2 | | | 07/18 | | | 7.50 | |
Unsecured Notes | | | 298.3 | | | | 298.3 | | | 09/20 | | | 7.88 | |
Unsecured Notes | | | 298.0 | | | | 298.0 | | | 01/21 | | | 3.50 | |
Unsecured Notes | | | 457.4 | | | | 457.4 | | | 07/22 | | | 4.63 | |
Unsecured Notes | | | 298.3 | | | | 298.3 | | | 05/23 | | | 3.38 | |
| | | | | | | | | | | | | | |
Total Public Debt | | $ | 2,754.1 | | | $ | 2,754.1 | | | | | | | |
| | | | |
Mortgage Debt: | | | | | | | | | | | | | | |
Tucson Spectrum, Tucson, AZ | | | 23.6 | | | | 23.6 | | | 04/14 | | | 5.56 | |
Abernathy Square, Atlanta, GA | | | 11.5 | | | | 11.5 | | | 10/14 | | | 4.23 | |
Bermuda Square, Chester, VA | | | 7.1 | | | | 7.1 | | | 10/14 | | | 4.23 | |
Brook Highland Plaza, Birmingham, AL | | | 23.5 | | | | 23.5 | | | 10/14 | | | 4.23 | |
Chillicothe Place, Chillicothe, OH | | | 4.1 | | | | 4.1 | | | 10/14 | | | 4.23 | |
Clearwater Collection, Clearwater, FL | | | 6.8 | | | | 6.8 | | | 10/14 | | | 4.23 | |
Cross Pointe Center, Fayetteville, NC | | | 9.5 | | | | 9.5 | | | 10/14 | | | 4.23 | |
Crossroads Center, Gulfport, MS | | | 23.5 | | | | 23.5 | | | 10/14 | | | 4.23 | |
Deer Valley Towne Center, Phoenix, AZ | | | 16.8 | | | | 16.8 | | | 10/14 | | | 4.23 | |
Delaware Consumer Square, Buffalo, NY | | | 9.8 | | | | 9.8 | | | 10/14 | | | 4.23 | |
Downtown Short Pump, Richmond, VA | | | 12.0 | | | | 12.0 | | | 10/14 | | | 4.23 | |
Hamilton Marketplace, Hamilton, NJ | | | 39.6 | | | | 39.6 | | | 10/14 | | | 4.23 | |
Home Depot Center, Orland Park, IL | | | 6.4 | | | | 6.4 | | | 10/14 | | | 4.23 | |
Kroger, Cincinnati, OH | | | 2.5 | | | | 2.5 | | | 10/14 | | | 4.23 | |
Lexington Place, Lexington, SC | | | 4.1 | | | | 4.1 | | | 10/14 | | | 4.23 | |
Loisdale Center, Springfield, VA | | | 10.6 | | | | 10.6 | | | 10/14 | | | 4.23 | |
Marketplace at Delta Twp, Lansing, MI | | | 6.4 | | | | 6.4 | | | 10/14 | | | 4.23 | |
Mooresville Consumer Sq., Mooresville, NC | | | 17.3 | | | | 17.3 | | | 10/14 | | | 4.23 | |
North Pointe Plaza, North Charleston, SC | | | 10.4 | | | | 10.4 | | | 10/14 | | | 4.23 | |
Overlook at Hamilton Place, Chattanooga, TN | | | 9.3 | | | | 9.3 | | | 10/14 | | | 4.23 | |
Plaza at Sunset Hills, Sunset Hills, MO | | | 26.7 | | | | 26.7 | | | 10/14 | | | 4.23 | |
Sam’s Club, Worcester, MA | | | 5.2 | | | | 5.2 | | | 10/14 | | | 4.23 | |
The Commons, Salisbury, MD | | | 8.3 | | | | 8.3 | | | 10/14 | | | 4.23 | |
Walmart Supercenter, Alliance, OH | | | 6.9 | | | | 6.9 | | | 10/14 | | | 4.23 | |
Wando Crossing, Mount Pleasant, SC | | | 11.4 | | | | 11.4 | | | 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 year ended December 31, 2013
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | |
| | | Loan
Balance | | | DDR
Pro Rata Share | | | Final Maturity
Date(1) | | Interest
Rate(2) | |
| | | | |
Kyle Crossing, Kyle, TX | | | 19.0 | | | | 9.5 | | | 01/15 | | | LIBOR + 275 | |
Reno Riverside, Reno, NV | | | 2.6 | (4) | | | 2.6 | | | 02/15 | | | Prime + 170 | |
Merriam Village, Merriam, KS | | | 15.0 | | | | 15.0 | | | 03/15 | | | LIBOR + 200 | |
Hamilton Commons, Mays Landing, NJ | | | 3.3 | | | | 3.3 | | | 09/15 | | | 4.70 | |
Woodfield Village Green, Schaumburg, IL | | | 66.3 | | | | 66.3 | | | 09/15 | | | 6.40 | |
Carillon Place, Naples, FL | | | 26.0 | | | | 26.0 | | | 09/15 | | | 6.40 | |
Fairfax Towne Center, Fairfax, VA | | | 39.4 | | | | 39.4 | | | 09/15 | | | 6.40 | |
Shoppers World, Framingham, MA | | | 129.2 | | | | 129.2 | | | 09/15 | | | 6.40 | |
Winter Garden Village, Orlando, FL | | | 105.0 | | | | 105.0 | | | 10/15 | | | 6.10 | |
Cumming Town Center, Atlanta, GA | | | 34.1 | | | | 34.1 | | | 10/15 | | | 6.10 | |
| | | | |
Tops Plaza, Lockport, NY | | | 3.6 | | | | 3.6 | | | 01/16 | | | 8.00 | |
Freedom Plaza, Rome, NY | | | 1.3 | | | | 1.3 | | | 09/16 | | | 7.85 | |
| | | | |
Walmart Supercenter, Winston-Salem, NC | | | 4.6 | | | | 4.6 | | | 08/17 | | | 6.00 | |
Belgate Shopping Center, Charlotte, NC | | | 15.7 | | | | 15.7 | | | 09/17 | | | LIBOR + 225 | |
Connecticut Commons, Plainville, CT | | | 48.2 | | | | 48.2 | | | 10/17 | | | 5.01 | |
Riverdale Village, Coon Rapids, MN | | | 26.5 | | | | 26.5 | | | 10/17 | | | 5.01 | |
Riverdale Village Perimeter, Coon Rapids, MN | | | 33.2 | | | | 33.2 | | | 10/17 | | | 5.01 | |
Lake Brandon Village, Brandon, FL | | | 9.5 | | | | 9.5 | | | 10/17 | | | 5.01 | |
Shoppers World Brookfield, Brookfield, WI | | | 6.0 | | | | 6.0 | | | 10/17 | | | 5.01 | |
Marketplace Of Brown Deer, Brown Deer, WI | | | 4.3 | | | | 4.3 | | | 10/17 | | | 5.01 | |
Brown Deer Center, Brown Deer, WI | | | 8.0 | | | | 8.0 | | | 10/17 | | | 5.01 | |
| | | | |
Thruway Plaza (Walmart), Cheektowaga, NY | | | 2.1 | | | | 2.1 | | | 10/17 | | | 6.78 | |
| | | | |
Tops Plaza, Ithaca, NY | | | 8.4 | | | | 8.4 | | | 01/18 | | | 7.05 | |
Walmart Supercenter, Greenville, SC | | | 4.5 | | | | 4.5 | | | 01/18 | | | 6.00 | |
Johns Creek Town Center, Suwanee, GA | | | 24.9 | | | | 24.9 | | | 03/18 | | | 5.06 | |
Southland Crossings, Boardman, OH | | | 24.9 | | | | 24.9 | | | 03/18 | | | 5.06 | |
The Promenade at Brentwood, St. Louis, MO | | | 31.6 | | | | 31.6 | | | 03/18 | | | 5.06 | |
DDR Headquarters, Beachwood, OH | | | 30.0 | | | | 30.0 | | | 03/18 | | | LIBOR + 105 | |
Mohawk Commons, Niskayuna, NY | | | 11.9 | | | | 11.9 | | | 12/18 | | | 5.75 | |
| | | | |
Lowes, Hendersonville, TN | | | 4.8 | | | | 4.8 | | | 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 | | | 21.2 | | | | 21.2 | | | 06/19 | | | 7.59 | |
Plaza Fajardo, Fajardo, PR | | | 25.5 | | | | 25.5 | | | 06/19 | | | 7.59 | |
Plaza Isabela, Isabela, PR | | | 22.4 | | | | 22.4 | | | 06/19 | | | 7.59 | |
Plaza Walmart, Guayama, PR | | | 11.9 | | | | 11.9 | | | 06/19 | | | 7.59 | |
Mariner Square, Spring Hill, FL | | | 3.0 | | | | 3.0 | | | 09/19 | | | 9.75 | |
| | | | |
Northland Square, Cedar Rapids, IA | | | 5.8 | | | | 5.8 | | | 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 | | | 44.2 | | | | 44.2 | | | 04/20 | | | 6.76 | |
| | | | |
West Valley Marketplace, Allentown, PA | | | 11.2 | | | | 11.2 | | | 07/21 | | | 6.95 | |
Wrangleboro Consumer Sq. I & II, Mays Landing, NJ | | | 62.2 | | | | 62.2 | | | 10/21 | | | 5.41 | |
Chapel Hills East, Colorado Springs, CO | | | 8.9 | | | | 8.9 | | | 12/21 | | | 5.24 | |
38
DDR
Quarterly Financial Supplement
For the year ended December 31, 2013
Consolidated Debt Detail
(In Millions)
| | | | | | | | | | | | | | |
| | | Loan
Balance | | | DDR
Pro Rata Share | | | Final Maturity
Date(1) | | Interest
Rate(2) | |
| | | | |
Paradise Village Gateway, Phoenix, AZ | | | 30.0 | | | | 20.1 | | | 01/22 | | | 4.65 | |
Macedonia Commons, Macedonia, OH | | | 19.8 | | | | 19.8 | | | 02/22 | | | 5.71 | |
| | | | |
Gulfport Promenade, Gulfport, MS | | | 15.4 | | | | 15.4 | | | 12/37 | | | SIFMA + 46 | |
| | | | | | | | | | | | | | |
Total Mortgage Debt | | $ | 1,724.8 | | | $ | 1,705.4 | | | | | | | |
| | | | |
Subtotal | | $ | 5,258.0 | | | $ | 5,238.6 | | | | | | | |
Fair Market Value Adjustment - Assumed Debt | | | 36.7 | | | | 36.7 | | | | | | | |
| | | | | | | | | | | | | | |
| | | | |
Total Consolidated Debt | | $ | 5,294.7 | | | $ | 5,275.3 | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | Loan
Balance | | | DDR
Pro Rata Share | | | Wtd. Avg.
Maturity | | Wtd. Avg.
Interest Rate | |
Fixed Rate | | $ | 4,931.2 | | | $ | 4,921.3 | | | 4.7 years | | | 4.96 | % |
Variable Rate | | | 326.8 | | | | 317.3 | | | 4.9 years | | | 1.65 | % |
| | | | | | | | | | | | | | |
| | $ | 5,258.0 | | | $ | 5,238.6 | | | 4.7 years | | | 4.76 | % |
| | | | | | | | | | | | | | |
| | | | |
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 | | $ | 81.4 | | | 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 $12.1 million is partially offset by approximately $6.7 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 $15.33 per share at December 31, 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 $21.3 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 year ended December 31, 2013
Joint Venture Debt Detail
(In Millions)
| | | | | | | | | | | | | | |
| | | Loan
Balance | | | DDR
Pro Rata Share | | | Final Maturity
Date(1) | | Interest
Rate | |
| | | | |
BRE DDR Retail Holdings II | | | | | | | | | | | | | | |
Silver Spring Square, Mechanicsburg, PA | | $ | 38.0 | | | $ | 1.9 | | | 10/15 | | | 6.35 | |
Sycamore Crossing, Cincinnati, OH | | | 64.4 | | | | 3.2 | | | 12/16 | | | 5.81 | |
Falcon Ridge Town Center, Fontana, CA | | | 43.5 | | | | 2.2 | | | 01/17 | | | 5.68 | |
Vista Village, Vista, CA | | | 33.2 | | | | 1.7 | | | 04/17 | | | 5.71 | |
Falcon Ridge Town Center, Fontana, CA | | | 15.0 | | | | 0.7 | | | 01/18 | | | 5.91 | |
Fortuna Center, Dumfries, VA | | | 12.1 | | | | 0.6 | | | 02/18 | | | 6.18 | |
Orchards Market, Vancouver, WA | | | 21.6 | | | | 1.1 | | | 09/18 | | | LIBOR + 220 | |
Indian Springs Market Center, Hamilton, OH | | | 6.4 | | | | 0.3 | | | 09/18 | | | LIBOR + 220 | |
| | | | | | | | | | | | | | |
Total BRE DDR Retail Holdings II | | $ | 234.2 | | | $ | 11.7 | | | | | | | |
| | | | |
DDR Domestic Retail Fund I | | | | | | | | | | | | | | |
Village Center, Racine, WI | | | 11.4 | | | | 2.3 | | | 04/15 | | | 4.21 | |
Paradise Promenade, Davie, FL | | | 5.9 | | | | 1.2 | | | 04/15 | | | 4.21 | |
West Falls Plaza, West Patterson, NJ | | | 11.1 | | | | 2.2 | | | 04/15 | | | 4.21 | |
DDR Domestic Retail Fund I (52 assets) | | | 883.5 | | | | 176.7 | | | 07/17 | | | 5.60 | |
Heather Island, Ocala, FL | | | 4.6 | | | | 0.9 | | | 02/18 | | | 3.56 | |
Hilliard Rome, Columbus, OH | | | 12.2 | | | | 2.4 | | | 02/18 | | | 3.56 | |
| | | | | | | | | | | | | | |
Total DDR Domestic Retail Fund I | | $ | 928.7 | | | $ | 185.7 | | | | | | | |
| | | | |
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 (11 assets) | | | 207.0 | (2) | | | 31.1 | | | 02/19 | | | LIBOR + 180 | |
DDRTC Holdings Pool 3, LLC (7 assets) | | | 264.9 | | | | 39.7 | | | 06/17 | | | 4.63 | |
Willoughby Hills Shop Ctr, Willoughby Hills, OH | | | 7.9 | | | | 1.2 | | | 07/18 | | | 6.98 | |
| | | | | | | | | | | | | | |
Total DDRTC Core Retail Fund, LLC | | $ | 830.0 | | | $ | 124.5 | | | | | | | |
| | | | |
Sonae Sierra Brazil BV Sarl | | | | | | | | | | | | | | |
Shopping Plaza Sul | | | 14.2 | | | | 4.7 | | | 06/15 | | | CDI | |
Sonae Sierra Brasil Limitadas, Brazil | | | 3.8 | | | | 1.3 | | | 10/15 | | | CDI + 285 | |
Patio Boavista, Brazil | | | 6.3 | | | | 2.1 | | | 10/16 | | | CDI + 330 | |
Debentures | | | 40.7 | | | | 13.6 | | | 02/17 | | | CDI + 96 | |
Shopping Metropole, Brazil | | | 18.3 | | | | 6.1 | | | 09/18 | | | TR + 1030 | |
Debentures | | | 87.1 | | | | 29.0 | | | 02/19 | | | IPCA + 625 | |
Manaura Shopping, Brazil | | | 51.2 | | | | 17.1 | | | 12/20 | | | 10.00 | |
Patio Goiania, Brazil | | | 76.2 | | | | 25.4 | | | 06/23 | | | TR + 970 | |
Patio Londrina, Brazil | | | 48.6 | | | | 16.2 | | | 02/26 | | | TR + 970 | |
Patio Uberlandia, Brazil | | | 32.8 | | | | 10.9 | | | 10/25 | | | TR + 970 | |
| | | | | | | | | | | | | | |
Total Sonae Sierra Brazil BV Sarl | | $ | 379.2 | | | $ | 126.4 | | | | | | | |
| | | | |
Coventry II | | | | | | | | | | | | | | |
Bloomfield Park, Bloomfield Hills, MI | | | 39.8 | (3) | | | — | | | 12/08 | | | Prime + 300 | |
Marley Creek Square, Orland Park, IL | | | 10.5 | (3) | | | 1.1 | | | 12/12 | | | LIBOR + 125 | |
Coventry II DDR SM (11 assets) | | | 11.3 | (3) | | | 2.3 | | | 12/13 | | | LIBOR + 350 | |
Coventry II DDR SM (11 assets) | | | 32.7 | (3) | | | 6.5 | | | 12/13 | | | LIBOR + 525 | |
Totem Lake Mall, Kirkland, WA | | | 27.5 | (3) | | | 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 | | | 20.7 | (2) | | | 4.1 | | | 02/16 | | | LIBOR + 450 | |
Coventry II DDR SM (7 assets) | | | 27.3 | (3) | | | 5.5 | | | 09/16 | | | 6.75 | |
Christown Spectrum Mall, Phoenix, AZ | | | 65.9 | | | | 13.2 | | | 04/18 | | | 4.80 | |
Fairplain Plaza, Benton Harbor, MI | | | 18.6 | | | | 3.7 | | | 05/23 | | | 4.85 | |
| | | | | | | | | | | | | | |
Total Coventry II | | $ | 327.3 | | | $ | 56.5 | | | | | | | |
40
DDR
Quarterly Financial Supplement
For the year ended December 31, 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) | | | 108.0 | | | | 21.6 | | | 09/17 | | | 4.74 | |
DDR SAU Retail Fund (9 assets) | | | 72.0 | | | | 14.4 | | | 04/18 | | | 0.00 | |
| | | | | | | | | | | | | | |
Total DDR SAU Retail Fund, LLC | | $ | 180.0 | | | $ | 36.0 | | | | | | | |
| | | | |
DDR Markaz II (13 assets) | | | 138.9 | | | | 27.8 | | | 11/14 | | | 7.15 | |
BRE DDR Retail Holdings I (12 Assets) | | | 110.7 | | | | 5.5 | | | 04/16 | | | 5.25 | |
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) | | | 20.4 | | | | 5.1 | | | 10/20 | | | 5.25 | |
Sun Center Limited, Columbus, OH | | | 22.8 | | | | 18.1 | | | 05/21 | | | 5.99 | |
RVIP IIIB, Deer Park, IL | | | 72.5 | | | | 18.7 | | | 09/21 | | | 4.84 | |
| | | | | | | | | | | | | | |
Total | | $ | 392.3 | | | $ | 88.7 | | | | | | | |
| | | | |
Subtotal | | $ | 3,271.7 | | | $ | 629.5 | | | | | | | |
Fair Market Value Adjustment - Assumed Debt | | | 10.9 | | | | 0.6 | | | | | | | |
| | | | | | | | | | | | | | |
| | | | |
Total Joint Venture Debt | | $ | 3,282.6 | | | $ | 630.1 | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Total Joint Venture Debt: | | | | | | | | Wtd. Avg.
Maturity | | | Wtd. Avg.
Interest Rate | |
Fixed Rate | | $ | 2,493.3 | | | $ | 453.7 | | | | 3.8 years | | | | 5.57 | % |
Variable Rate | | | 778.4 | | | | 175.8 | | | | 5.7 years | | | | 8.23 | % |
| | | | | | | | | | | | | | | | |
| | $ | 3,271.7 | | | $ | 629.5 | | | | 4.3 years | | | | 6.31 | % |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Derivative Instruments | | | | | | | | |
| | | Notional Amount | | | Underlying Debt Hedged | | Rate Hedged | | Capped Rate | | | Termination Date | |
Interest Rate Cap | | $ | 22.6 | | | 151 Westover LLC | | 1 mo. LIBOR | | | 4.50 | % | | | January 1, 2015 | |
| (1) | Assumes borrower extension options are exercised. |
| (2) | The following loans have floor interest rates: |
| | |
Loan | | Floor |
DDRTC Holdings Pool 5, LLC (11 assets) | | 1 month LIBOR of 0.25% |
Buena Park, Buena Park, CA | | 1 month LIBOR of 0.75% |
Westover Marketplace, San Antonio, TX | | 1 month LIBOR of 2.00% |
| (3) | Includes approximately $149.1 million of non-recourse debt of which the Company’s proportionate share is $20.9 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. | | Matt Lougee | | | | |
| 3300 Enterprise Parkway | | Toll Free: (877) 225-5337 | | | | |
| Beachwood, Ohio 44122 | | Main: (216) 755-5500 | | | | |
| Website: www.ddr.com | | Email: mlougee@ddr.com | | | | |
| | | | | | |
Equity Research Coverage | | | | | | |
BofA Merrill Lynch | | Craig Schmidt | | craig.schmidt@baml.com | | (646) 855-3640 |
| | Katharine Hutchins | | katharine.hutchins@baml.com | | (646) 855-1681 |
| | | |
Capital One | | Chris Lucas | | christopher.lucas@capitalone.com | | (571) 633-8151 |
| | | |
Citigroup | | Michael Bilerman | | michael.bilerman@citi.com | | (212) 816-1383 |
| | Christy McElroy | | christy.mcelroy@citi.com | | (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 | | Dave Wigginton | | dwigginton@discern.com | | (646) 863-4177 |
| | | |
Goldman Sachs | | Andrew Rosivach | | andrew.rosivach@gs.com | | (212) 902-2796 |
| | Caitlin Burrows | | caitlin.burrows@gs.com | | (212) 902-4736 |
| | | |
Green Street Advisors | | Cedrik Lachance | | clachance@greenstreetadvisors.com | | (949) 640-8780 |
| | Jason White | | jwhite@greenstreetadvisors.com | | (949) 640-8780 |
| | | |
Hilliard Lyons | | Carol Kemple | | ckemple@hilliard.com | | (502) 588-1839 |
| | | |
Imperial Capital | | David Harris | | dharris@imperialcapital.com | | (212) 351-9429 |
| | | |
ISI Group | | Steve Sakwa | | ssakwa@isigrp.com | | (212) 446-9462 |
| | | |
Janney Montgomery Scott | | Mike Gorman | | mgorman@janney.com | | (215) 665-6224 |
| | | |
Jefferies and Company | | Tayo Okusanya | | tokusanya@jefferies.com | | (212) 336-7076 |
| | | |
J.P. Morgan | | Michael Mueller | | michael.w.mueller@jpmorgan.com | | (212) 622-6689 |
| | | |
KeyBanc Capital Markets | | Jordan Sadler | | jsadler@keybanccm.com | | (917) 368-2280 |
| | Todd Thomas | | tthomas@keybanccm.com | | (917) 368-2286 |
| | | |
MLV & Co. | | Paul Morgan | | pmorgan@mlvco.com | | (415) 325-4187 |
| | | |
Morgan Stanley | | Haendel St. Juste | | haendel.stjuste@morganstanley.com | | (212) 761-0071 |
| | | |
RBC Capital Markets | | Rich Moore | | rich.moore@rbccm.com | | (440) 715-2646 |
| | | |
Robert W. Baird & Co. | | Jonathan Pong | | jpong@rwbaird.com | | (203) 425-2740 |
| | | |
Sandler O’Neill | | Alex Goldfarb | | agoldfarb@sandleroneill.com | | (212) 466-7937 |
| | Andrew Schaffer | | aschaffer@sandleroneill.com | | (212) 466-8062 |
| | | |
SunTrust Robinson Humphrey | | Ki Bin Kim | | kibin.kim@suntrust.com | | (212) 303-4124 |
| | | |
UBS | | Ross Nussbaum | | ross.nussbaum@ubs.com | | (212) 713-2484 |
| | Jeremy Metz | | jeremy.metz@ubs.com | | (212) 713-2429 |
| | | |
Wells Fargo | | Jeff Donnelly | | jeff.donnelly@wellsfargo.com | | (617) 603-4262 |
| | Tamara Fique | | tamara.fique@wellsfargo.com | | (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
