Attached files
file | filename |
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8-K - FORM 8-K - SITE Centers Corp. | l37775e8vk.htm |
EX-99.3 - EX-99.3 - SITE Centers Corp. | l37775exv99w3.htm |
EX-99.2 - EX-99.2 - SITE Centers Corp. | l37775exv99w2.htm |
Exhibit
99.1
DEVELOPERS DIVERSIFIED REALTY CORPORATION
For Immediate Release:
Media Contact:
|
Investor Contact: | |
Scott Schroeder
|
Kate Deck | |
216-755-5500
|
216-755-5500 | |
sschroeder@ddr.com
|
kdeck@ddr.com |
DEVELOPERS DIVERSIFIED REALTY REPORTS FFO PER
DILUTED SHARE OF $0.44 FOR THE QUARTER ENDED
SEPTEMBER 30, 2009 BEFORE NON-OPERATING GAINS AND LOSSES
DILUTED SHARE OF $0.44 FOR THE QUARTER ENDED
SEPTEMBER 30, 2009 BEFORE NON-OPERATING GAINS AND LOSSES
CLEVELAND, OHIO, October 22, 2009 - Developers Diversified Realty (NYSE: DDR) today announced
operating results for the third quarter ended September 30, 2009.
| The Companys third quarter Funds From Operations (FFO) was $74.5 million or $0.44 per diluted share before $164.6 million of net charges summarized below. The Companys operating FFO for the nine-month period was $235.3 million or $1.58 per diluted share before $352.0 million of net charges summarized below. | ||
The net charges, primarily non cash, for the three- and nine-month periods ended September 30, 2009, aggregating $164.6 million and $352.0 million are summarized as follows: |
Three | Nine | |||||||
Months | Months | |||||||
Non-cash loss on equity derivative instruments
related to Otto investment |
$ | 118.2 | $ | 198.2 | ||||
Non-cash impairment charges consolidated and
equity method investments |
63.9 | 181.7 | ||||||
Consolidated impairment charges and loss on sales
including discontinued operations |
3.0 | 104.5 | ||||||
Less portion of impairment charges and losses
allocated to non-controlling interests (Mervyns) |
| (31.4 | ) | |||||
Non-cash change in control compensation charge |
4.9 | 15.4 | ||||||
(Gain) on sale of MDT units, net loan loss reserve
and other expenses |
(2.2 | ) | 9.6 | |||||
Impairment charges, derivative (gains)/losses and
losses on asset sales equity method investments |
0.7 | 16.4 | ||||||
Gain on repurchases of unsecured notes |
(23.9 | ) | (142.4 | ) | ||||
$ | 164.6 | $ | 352.0 | |||||
| FFO applicable to common shareholders for the three-month period ended September 30, 2009, including the above net charges, was a loss of $90.1 million, or $0.54 per diluted share, which compares to revised FFO income of $96.7 million, or $0.80 per diluted share, for the prior-year comparable period. Net loss applicable to common shareholders for the three-month period ended September 30, 2009 was $148.4 million or $0.90 per diluted |
share, which compares to revised net income of $24.7 million, or $0.20 per diluted share, for the prior-year comparable period. | |||
| FFO applicable to common shareholders for the nine-month period ended September 30, 2009, including the above net charges, was a loss of $116.6 million, or $0.80 per diluted share, which compares to revised FFO income of $288.9 million, or $2.39 per diluted share, for the prior-year comparable period. Net loss applicable to common shareholders for the nine-month period ended September 30, 2009 was $308.7 million, or $2.11 per diluted share, which compares to revised net income of $80.4 million, or $0.66 per diluted share, for the prior-year comparable period. | ||
| The 2008 results for both the three- and nine-month periods ended September 30, 2008 have been revised to reflect the change in accounting relating to convertible debt. This change resulted in additional non-cash interest expense of $2.7 million and $3.8 million for the three-month periods ended September 30, 2009 and 2008, respectively, and $9.8 million and $11.4 million for the nine-month periods ended September 30, 2009 and 2008, respectively. | ||
| Executed leases during the third quarter of 2009 totaled approximately 2.6 million square feet, including 146 new leases and 287 renewals. | ||
| On a cash basis, base rental rates on new leases and renewals decreased 3.5% overall. | ||
| Core portfolio leased percentage at September 30, 2009 was 90.9%, compared to 90.7% at June 30, 2009. | ||
| Same store net operating income (NOI) for the year decreased 4.1% over the prior-year comparable period. The decrease in same store NOI is primarily related to the bankruptcies and subsequent store closings of Circuit City, Linens N Things, Goodys and Steve & Barrys. |
Scott A. Wolstein, Developers Diversifieds Chairman and Chief Executive Officer, stated, We are
pleased to report solid earnings results this quarter. We had another high volume quarter in terms
of leasing activity, and we are happy to see the improvement in leased rate as a result.
We also executed upon several important financial transactions this quarter, and have made good
progress on our de-leveraging and liquidity enhancing initiatives. We are proud of the
considerable strides that we have made thus far, but our focus remains keenly on the additional
balance sheet progress that we expect to complete in the coming quarters.
Financial Results:
Net loss applicable to common shareholders was $148.4 million, or $0.90 per share (diluted and
basic), for the three-month period ended September 30, 2009, as
compared to revised net income of $24.7 million, or $0.20 per share (diluted and basic), for the
prior-year comparable period.
FFO applicable to common shareholders was a loss of $90.1 million for the three-month period ended
September 30, 2009, as compared to revised FFO income of $96.7 million for the three-month period
ended September 30, 2008. For the three-month period ended September 30, 2009, FFO per share was a
loss of $0.54 (diluted and basic) compared to revised FFO income of $0.80 (diluted and basic) for
the prior-year comparable period. The decrease in net income and reported loss for the three-month
period ended September 30, 2009, is primarily the result of $164.6 million of net charges,
generally non cash as detailed above, in addition to several major tenant bankruptcies in late 2008
and early 2009, the release of an approximate $16 million deferred tax allowance in 2008 and the
impact of asset sales associated with the Companys deleveraging efforts, offset slightly by lower
interest rates on variable rate debt.
Net loss applicable to common shareholders was $308.7 million, or $2.11 per share (diluted and
basic), for the nine-month period ended September 30, 2009, as compared to revised net income of
$80.4 million, or $0.66 per share (diluted and basic), for the prior-year comparable period.
FFO applicable to common shareholders was a loss of $116.6 million for the nine-month period ended
September 30, 2009, as compared to revised FFO income of $288.9 million for the nine-month period
ended September 30, 2008. For the nine-month period ended September 30, 2009, FFO per share was a
loss of $0.80 (diluted and basic) compared to revised FFO income of $2.40 (basic) and $2.39
(diluted) for the prior-year comparable period. The decrease in net income and reported loss for
the nine-month period ended September 30, 2009, is primarily the result of $352.0 million of net
charges, generally non cash as detailed above, in addition to several major tenant bankruptcies,
the release an approximate $16 million deferred tax allowance in 2008 and the impact of asset sales
associated with the Companys deleveraging efforts, offset slightly by lower interest rates on
variable rate debt.
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 provides an additional indicator of the financial performance of a REIT. The
Company also believes that FFO more appropriately measures the core operations of the Company and
provides a benchmark to its peer group. FFO does not represent cash generated from operating
activities in accordance with generally accepted accounting principles (GAAP), is not necessarily
indicative of cash available to fund cash needs and should not be considered as an alternative to
net income computed in accordance with GAAP as an indicator of the Companys operating performance
or as an alternative to cash flow as a measure of liquidity. FFO is defined and calculated by the
Company as net income, adjusted to exclude: (i) preferred share dividends, (ii) gains from
disposition of depreciable real estate property, except for those sold through the Companys
merchant building program, which are presented net of taxes, (iii) extraordinary items and (iv)
certain non-cash items. These non-cash items principally include real property depreciation and
amortization of intangibles, equity income from joint ventures and equity income from
non-controlling interests and adding the Companys
proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests,
determined on a consistent basis. Other real estate companies may calculate FFO in a different
manner. FFO excluding the net non-operating charges detailed above is useful to investors as the
Company removes these net charges to analyze the results of operations and assess performance of
the core operating real estate portfolio. A reconciliation of net income to FFO is presented in
the financial highlights section.
Leasing:
The following results for the three-month period ended September 30, 2009 highlight continued
strong leasing activity throughout the portfolio despite the current economic environment:
| Executed 146 new leases aggregating approximately 0.7 million square feet and 287 renewals aggregating approximately 1.9 million square feet. | ||
| On a cash basis, rental rates for new leases and renewals decreased 3.5%. | ||
| Total portfolio average annualized base rent per occupied square foot, excluding assets in Brazil, as of September 30, 2009 was $12.50, as compared to $12.38 at September 30, 2008. | ||
| Core portfolio leased rate was 90.9% as of September 30, 2009, as compared to 94.5% at September 30, 2008 and 90.7% at June 30, 2009. |
Overall, the Company remains encouraged by the leasing activity achieved during the third quarter.
While the resulting rental spreads and core occupancy level are much less favorable than what the
Company has historically achieved, it should be no surprise that rental rates are under pressure as
bankruptcy driven vacancy has increased across the retail sector.
Strategic Transactions:
On February 23, 2009, the Company entered into a stock purchase agreement (the Stock Purchase
Agreement) with Mr. Alexander Otto (the Investor) to issue and sell 30 million common shares for
aggregate gross proceeds of approximately $112.5 million and warrants to purchase up to 10 million
common shares with an exercise price of $6.00 per share to the Investor and certain members of his
family (collectively with the Investor, the Otto Family). The share issuance, together with the
warrants issuances are collectively referred to as the Otto Transaction. On April 9, 2009, the
Companys shareholders approved the sale of the common shares and warrants to the Otto Family
pursuant to the Otto Transaction. Under the terms of the Stock Purchase Agreement, the Company
issued additional common shares to the Otto Family in an amount equal to any dividends declared,
associated with the issuance of common shares, by the Company after February 23, 2009 and prior to
the applicable closing of the stock purchase by the Investor. The transaction was completed in two
closings, May and September 2009. In May 2009, the Company issued and sold 15.0 million shares and
warrants to purchase 5.0 million common shares to the Otto Family for a purchase price of $52.5
million. The Company also issued an additional 1,071,428 shares as a result of the first quarter
2009 dividend to the Otto Family
associated with the initial 15.0 million shares. In September 2009, the Company issued and sold
15.0 million common shares and warrants to purchase 5.0 million common shares to the Otto Family
for a purchase price of $60.0 million. The Company also issued an additional 1,787,304 shares as a
result of the first and second quarter 2009 dividends to the Otto Family associated with the second
15.0 million shares. In total, the Company issued 32,858,732 million common shares to the Otto
Family.
The shareholders approval of the Otto Transaction in April 2009 resulted in a potential change in
control under the Companys equity-based award plans. In addition, in September 2009 as a result
of the second closing with the Otto family acquiring beneficial ownership of more than 20% of the
Companys outstanding common shares, a change in control was deemed to have occurred under the
Companys equity deferred compensation plans. In accordance with the equity-based award plans, all
unvested stock options became fully exercisable and all restrictions on unvested shares lapsed,
and, in accordance with the equity deferred compensation plans, all unvested deferred stock units
vested and were no longer subject to forfeiture. As such, in September 2009, the Company recorded
an additional accelerated non-cash charge of approximately $4.9 million in accordance with SFAS
123(R) related to these equity awards. The total non-cash change in control charge recorded for
the nine-month period ended September 30, 2009 was $15.4 million.
In addition, the shares and warrants are required to be recognized at fair value in April 2009 and
marked-to-market through earnings thereafter until settlement or expiration. As a result, the
Company reported an aggregate non-cash charge of $118.2 million, or $0.70 per diluted share in the
third quarter of 2009 and $198.2 million, or $1.33 per diluted share for the nine-month period
ended September 30, 2009, relating to the valuation adjustments associated with these instruments,
due to the appreciation in share price since the initial valuation date. Following the closing of
the shares during the third quarter of 2009, the Company will no longer be required to mark to
market this contract, but will continue adjusting the warrants to fair value through earnings until
exercised or upon expiration.
In the third quarter of 2009, the Company acquired its partners 80% interest in Merriam Village
through the assumption and guarantee of $17.0 million of debt, of which the Company had previously
guaranteed 20%. DDR did not expend any funds for this interest. In connection with DDRs
assumption of the remaining 80% guarantee, the lender agreed to modify and extend this secured
mortgage. This acquisition is a component of the Companys ongoing initiative to exit its
investments with Coventry II.
In the third quarter of 2009, the Company liquidated its investment in Macquarie DDR Trust (ASX:
MDT) for aggregate proceeds of $6.4 million. The Company recorded a gain on sale of these units of
approximately $3.5 million for the three months ended September 30, 2009.
In October 2009, the Macquarie DDR Trust unitholders approved the redemption of Developers
Diversifieds interest in the MDT US LLC joint venture. A 100% interest in three shopping center
assets was transferred to the Company in October 2009 in
exchange for its approximate 14.5% ownership stake and a cash payment of $1.6 million to the DDR
Macquarie Fund.
Dispositions:
The Company sold 11 properties, aggregating 1.5 million square feet, in the third quarter of 2009,
generating gross proceeds of approximately $156.6 million. The Company recorded an aggregate gain
on sale of approximately $4.4 million related to these assets in the third quarter of 2009. The
Companys joint ventures sold eight properties, aggregating 1.7 million square feet in the third
quarter of 2009, generating gross proceeds of approximately $107.6 million. The Companys joint
ventures recorded an aggregate loss on sale of approximately $13.8 million related to these assets
in the third quarter of 2009 of which the Companys proportionate share was $0.5 million.
Wholly-Owned and Consolidated Joint Venture Development:
The Company currently has the following wholly-owned and consolidated joint venture shopping center
projects under construction:
Expected | ||||||||||||||||
Remaining | Initial | |||||||||||||||
Owned | Cost | Anchor | ||||||||||||||
Location | GLA | ($ Millions) | Opening * | Description | ||||||||||||
Boise (Nampa), Idaho |
431,689 | $ | 29.3 | 2H 07 | Community Center | |||||||||||
Boston (Norwood),
Massachusetts |
56,343 | 7.8 | 1H 10 | Community Center | ||||||||||||
Elmira (Horseheads),
New York |
350,987 | 10.0 | 1H 07 | Community Center | ||||||||||||
Austin (Kyle), Texas ** |
443,092 | 20.5 | 2H 09 | Community Center | ||||||||||||
Total |
1,282,111 | $ | 67.6 | |||||||||||||
* | 1H = First Half, 2H = Second Half; either actual or anticipated | |
** | Consolidated 50% Joint Venture |
In addition to these current projects, several of which will be developed in phases, the Company
and its joint venture partners intend to commence construction on various other developments only
after substantial tenant leasing has occurred and acceptable construction financing is available,
including several international projects.
Unconsolidated Joint Venture Development:
One of the Companys unconsolidated joint ventures has the following shopping center project under
construction.
DDRs | Expected | |||||||||||||||||||
Effective | Remaining | Initial | ||||||||||||||||||
Ownership | Owned | Cost | Anchor | |||||||||||||||||
Location | Percentage | GLA | ($ Millions) | Opening* | Description | |||||||||||||||
Dallas (Allen), Texas |
10.0 | % | 797,665 | $ | (4.6) | ** | 1H 08 | Lifestyle Center |
* | 1H = First Half | |
** | Includes a reduction in costs from future land sales |
Wholly-Owned and Consolidated Joint Venture Redevelopments and Expansions:
The Company is currently expanding/redeveloping the following wholly-owned shopping center at a
projected aggregate net cost of approximately $89.1 million. At
September 30, 2009, approximately $73.5 million of costs had been incurred in relation to this
project.
Property | Description | |
Miami (Plantation), Florida
|
Redevelop shopping center to include Kohls and additional junior tenants |
Unconsolidated Joint Venture Redevelopments and Expansions:
One of the Companys unconsolidated joint ventures is currently expanding/redeveloping the
following shopping center at a projected net cost of $90.3 million, which includes original
acquisition costs related to this asset which was acquired for redevelopment. At September 30,
2009, approximately $76.5 million of costs had been incurred in relation to this project.
DDRs | ||||||||
Effective | ||||||||
Ownership | ||||||||
Property | Percentage | Description | ||||||
Buena Park, California |
20 | % | Large-scale redevelopment of enclosed mall to open-air format |
Financings:
In September 2009, the Company issued $300 million 9.625% senior unsecured notes due March 2016.
The notes were offered at 99.42% of par with a yield to maturity of 9.75%. Proceeds from the
offering were used to repay debt with shorter term maturities and to reduce amounts outstanding on
the Companys unsecured credit facilities.
In September 2009, the Company purchased approximately $250.1 million face amount of its
outstanding senior unsecured notes through an announced cash tender offer at a discount to par
resulting in a gross gain of approximately $22.1 million. The tender offer included debt
maturities from 2010 through 2018.
Also in the third quarter of 2009, the Company purchased approximately $47.4 million face amount of
its outstanding senior unsecured notes (primarily convertible unsecured notes) at a discount to par
resulting in a gross gain of approximately $6.7 million. This gain was reduced by approximately
$2.4 million due to the adoption of FSP APB 14-1, Accounting for Convertible Debt That May Be
Settled in Cash Upon Conversion, on January 1, 2009 (Convertible Debt Restatement).
In July 2009, the Company obtained $17 million of mortgage debt from a life insurance company on
two shopping centers at a 6% interest rate and maturing in 2017.
In October 2009, the Company obtained a $400 million, five-year loan secured by a portfolio of 28
stabilized shopping centers from Goldman Sachs Commercial Mortgage Capital, L.P., an affiliate of
Goldman, Sachs & Co.
Equity Issuances:
The Company sold approximately 18.4 million of its common shares during the three-month period
ended September 30, 2009, generating gross proceeds of approximately $156.6 million through its
continuous equity program. Substantially, all net proceeds were used to repay debt. In September
2009, the Company also issued 16.8 million common shares in connection with the Otto Transaction as
previously discussed.
Developers Diversified owns and manages approximately 670 retail operating and development
properties in 44 states, Brazil, Canada and Puerto Rico. Totaling more than 148 million square
feet, the Companys shopping center portfolio features open-air, value-oriented neighborhood and
community centers, mixed-use centers and lifestyle centers located in prime markets with stable
populations and high-growth potential. Developers Diversified is the largest landlord in Puerto
Rico and owns a premier portfolio of regional malls in and around Sao Paulo, Brazil. Developers
Diversified is a self-administered and self-managed REIT operating as a fully integrated real
estate company. Additional information about the Company is available on the Internet at
www.ddr.com.
A copy of the Companys Supplemental Financial/Operational package is available to all interested
parties upon request at our corporate office to Kate Deck, Investor Relations Director, Developers
Diversified Realty Corporation, 3300 Enterprise Parkway, Beachwood, Ohio 44122 or on our Web site
which is located at http://www.ddr.com.
Developers Diversified Realty Corporation 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 Companys
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 sell assets on commercially reasonable terms; 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; and the finalization of the financial
statements for nine-month period ended September 30, 2009. 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 Companys Form 10-K as of December 31, 2008. The Company
undertakes no obligation to publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands except per share data)
Financial Highlights
(In thousands except per share data)
Three-Month Period | Nine-Month Period | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2009 | 2008 (E) | 2009 | 2008 (E) | |||||||||||||
Revenues: |
||||||||||||||||
Minimum rents (A) |
$ | 135,481 | $ | 149,335 | $ | 408,623 | $ | 448,511 | ||||||||
Percentage and overage rents (A) |
1,441 | 1,054 | 5,075 | 4,947 | ||||||||||||
Recoveries from tenants |
43,758 | 49,548 | 135,181 | 145,801 | ||||||||||||
Ancillary and other property income |
5,698 | 4,889 | 15,696 | 15,748 | ||||||||||||
Management, development and other fee income |
14,693 | 15,378 | 43,194 | 47,302 | ||||||||||||
Other (B) |
1,193 | 2,656 | 6,173 | 7,383 | ||||||||||||
202,264 | 222,860 | 613,942 | 669,692 | |||||||||||||
Expenses: |
||||||||||||||||
Operating and maintenance (C) |
36,952 | 34,572 | 107,155 | 102,206 | ||||||||||||
Real estate taxes |
27,965 | 26,872 | 83,076 | 79,128 | ||||||||||||
Impairment charges (D) |
2,653 | | 80,167 | | ||||||||||||
General and administrative (E) |
25,886 | 19,560 | 73,469 | 61,607 | ||||||||||||
Depreciation and amortization |
53,621 | 60,031 | 171,552 | 167,769 | ||||||||||||
147,077 | 141,035 | 515,419 | 410,710 | |||||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
3,289 | 1,660 | 9,546 | 2,775 | ||||||||||||
Interest expense (F) |
(57,268 | ) | (61,713 | ) | (175,165 | ) | (185,977 | ) | ||||||||
Gain on repurchases of senior notes |
23,881 | | 142,360 | 200 | ||||||||||||
Loss on equity derivative instruments (G) |
(118,174 | ) | | (198,199 | ) | | ||||||||||
Other income (expenses) (H) |
2,203 | (6,859 | ) | (9,123 | ) | (7,459 | ) | |||||||||
(146,069 | ) | (66,912 | ) | (230,581 | ) | (190,461 | ) | |||||||||
(Loss) income before equity in net (loss) income of joint ventures,
impairment of joint venture investments, income tax (expense) benefit
of taxable REIT subsidiaries and franchise taxes, discontinued
operations and gain on disposition of real estate, net of tax |
(90,882 | ) | 14,913 | (132,058 | ) | 68,521 | ||||||||||
Equity in net (loss) income of joint ventures (I) |
(183 | ) | 1,981 | (8,984 | ) | 21,924 | ||||||||||
Impairment of joint venture investments (J) |
(61,200 | ) | | (101,571 | ) | | ||||||||||
Income tax (expense) benefit of taxable REIT subsidiaries and
franchise taxes |
(639 | ) | 16,426 | (527 | ) | 15,111 | ||||||||||
(Loss) income from continuing operations |
(152,904 | ) | 33,320 | (243,140 | ) | 105,556 | ||||||||||
Income (loss) from discontinued operations (K) |
5,126 | 416 | (81,959 | ) | 6,125 | |||||||||||
(Loss) income before gain on disposition of real estate |
(147,778 | ) | 33,736 | (325,099 | ) | 111,681 | ||||||||||
Gain on disposition of real estate, net of tax |
7,128 | 3,093 | 8,222 | 6,368 | ||||||||||||
Net (loss) income |
(140,650 | ) | 36,829 | (316,877 | ) | 118,049 | ||||||||||
Loss (income) attributable to non-controlling interests (L) |
2,804 | (1,579 | ) | 39,848 | (5,975 | ) | ||||||||||
Net (loss) income attributable to DDR |
$ | (137,846 | ) | $ | 35,250 | $ | (277,029 | ) | $ | 112,074 | ||||||
Net (loss) income applicable to common shareholders |
$ | (148,413 | ) | $ | 24,683 | $ | (308,731 | ) | $ | 80,372 | ||||||
Funds From Operations (FFO): |
||||||||||||||||
Net (loss) income applicable to common shareholders |
$ | (148,413 | ) | $ | 24,683 | $ | (308,731 | ) | $ | 80,372 | ||||||
Depreciation and amortization of real estate investments |
51,635 | 61,099 | 170,236 | 172,740 | ||||||||||||
Equity in net loss (income) of joint ventures (I) |
183 | (1,981 | ) | 8,557 | (21,924 | ) | ||||||||||
Joint ventures FFO (I) |
13,584 | 15,833 | 32,553 | 60,922 | ||||||||||||
Non-controlling interests (OP Units) (L) |
8 | 261 | 167 | 1,145 | ||||||||||||
Gain on disposition of depreciable real estate |
(7,130 | ) | (3,170 | ) | (19,405 | ) | (4,321 | ) | ||||||||
FFO applicable to common shareholders |
(90,133 | ) | 96,725 | (116,623 | ) | 288,934 | ||||||||||
Preferred dividends |
10,567 | 10,567 | 31,702 | 31,702 | ||||||||||||
FFO |
$ | (79,566 | ) | $ | 107,292 | $ | (84,921 | ) | $ | 320,636 | ||||||
Per share data: |
||||||||||||||||
Earnings per common share |
||||||||||||||||
Basic |
$ | (0.90 | ) | $ | 0.20 | $ | (2.11 | ) | $ | 0.66 | ||||||
Diluted |
$ | (0.90 | ) | $ | 0.20 | $ | (2.11 | ) | $ | 0.66 | ||||||
Dividends Declared |
$ | 0.02 | $ | 0.69 | $ | 0.42 | $ | 2.07 | ||||||||
Funds From Operations Basic (M) |
$ | (0.54 | ) | $ | 0.80 | $ | (0.80 | ) | $ | 2.40 | ||||||
Funds From Operations Diluted (M) |
$ | (0.54 | ) | $ | 0.80 | $ | (0.80 | ) | $ | 2.39 | ||||||
Basic average shares outstanding |
165,073 | 119,795 | 146,151 | 119,447 | ||||||||||||
Diluted average shares outstanding |
165,073 | 119,882 | 146,151 | 119,583 | ||||||||||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands except per share data)
Financial Highlights
(In thousands except per share data)
(A) | Base and percentage rental revenues for the nine-month period ended September 30, 2009, as compared to the prior-year comparable period, decreased $39.8 million primarily due to store closings related to five major tenant bankruptcies which approximated $38.4 million, the most significant of which related to the assets formerly occupied by Mervyns, which is 50% owned by the Company through a consolidated joint venture. There was also a decrease of $3.8 million in straight line rental income, a majority of which is related to major tenant bankruptcies and a $0.3 million decrease related to the Companys business centers. These decreases were partially offset by net increased leasing activity of $2.7 million. Included in rental revenues for the nine-month periods ended September 30, 2009 and 2008, is approximately $2.5 million and $7.2 million, respectively, of revenue resulting from the recognition of straight-line rents, including discontinued operations. |
(B) | Other income for the three- and nine-month periods ended September 30, 2009 and 2008 was comprised of the following (in millions): |
Three-Month Period | Nine-Month Period | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Lease termination
fees |
$ | 0.8 | $ | 0.8 | $ | 3.4 | $ | 5.0 | ||||||||
Financing fees |
0.2 | 1.9 | 0.9 | 1.9 | ||||||||||||
Other miscellaneous |
0.2 | | 1.9 | 0.5 | ||||||||||||
$ | 1.2 | $ | 2.7 | $ | 6.2 | $ | 7.4 | |||||||||
(C) Included in operating and maintenance, including discontinued operations, is the following:
Three-Month Period | Nine-Month Period | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Bad debt expense |
$ | 4.8 | $ | 3.5 | $ | 10.8 | $ | 10.2 | ||||||||
Ground Rent Expense
(a) |
1.3 | 1.0 | 3.5 | 3.1 |
(a) | Includes non-cash expense for the three-month periods ended September 30, 2009 and 2008 of approximately $0.6 million and $0.4 million, respectively, and for the nine-month periods ended September 30, 2009 and 2008, of approximately $1.4 million and $1.3 million, respectively, related to the straight-line of ground leases. |
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands except per share data)
Financial Highlights
(In thousands except per share data)
(D) | The Company recorded impairment charges during both the three and nine-month periods ended September 30, 2009 on consolidated assets that are either under contract or being marketed for sale as the book basis of the assets was in excess of the estimated fair market value. Of this amount, $61.0 million was recorded in the nine-month period related to impairment charges on 13 assets formerly occupied by Mervyns, of which the Companys proportionate share was $29.7 million after adjusting for the allocation of the loss to the non-controlling interest in this consolidated joint venture. An additional $65.5 million in impairment charges were reported for the nine-month period as part of discontinued operations (see footnote K). |
(E) | General and administrative expenses include internal leasing salaries, legal salaries and related expenses associated with the releasing of space, which are charged to operations as incurred. For the nine-month periods ended September 30, 2009 and 2008, general and administrative expenses were approximately 5.6% and 4.3% of total revenues, including joint venture revenues, respectively. In the three- and nine-month periods ended September 30, 2009, the Company recorded non-cash charges as a result of the change in control provisions included in the Companys equity-based award plans triggered from the Otto Transaction, as previously discussed. Excluding these charges, general and administrative expenses were 4.5% of total revenues for the nine-month period ended September 30, 2009. |
(F) | In 2009, the Company adopted FSP APB 14-1, Accounting for Convertible Debt That May be Settled in Cash Upon Conversion. The adoption of this FSP required the Company to restate its interest expense and record non-cash interest-related charges of $3.3 million and $9.8 million, net of capitalized interest, for the three and nine months ended September 30, 2008, respectively. The Company recorded non-cash interest expense of approximately $2.7 million and $9.8 million for the three and nine months ended September 30, 2009, respectively, in accordance with this new accounting standard. |
(G) | Represents the impact of the valuation adjustments for the equity derivative instruments issued as part of the Otto Transaction. The total non-cash charge for the quarter includes an $83.2 million loss recognized on the 16.8 million common shares issued to the Otto Family in September 2009, which included the impact of dividends paid in common shares. The magnitude of the charge recognized during the quarter primarily relates to the difference between the closing trading value of the Companys common shares of $4.88 on June 30, 2009, which was less than the closing trading value of the Companys common shares on the September 18, 2009 issuance date of $9.82. The balance of the charge for the quarter included $35.0 million relating to the warrant valuation adjustments. The Company incurred charges of approximately $80 million relating to these contracts in the second quarter of 2009 resulting in an aggregate $198.2 million charge recorded for the nine months ended September 30, 2009. |
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands except per share data)
Financial Highlights
(In thousands except per share data)
(H) | Other income (expenses) for the third quarter primarily related to a $3.5 million gain on the sale of Macquarie DDR Trust units offset by litigation-related expenditures, the write off of costs related to abandoned development projects, costs incurred for transactions that are not expected to close and debt extinguishment costs. Other expenses for the nine months ended September 30, 2009 also included a reserve associated with a mezzanine note receivable of $5.4 million and an $0.8 million loss on Macquarie DDR Trust units sold in the second quarter of 2009. | |
(I) | The following is a summary of the combined operating results of the Companys joint ventures: |
Three-Month Period | Nine-Month Period | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenues from operations (a) |
$ | 221,437 | $ | 234,804 | $ | 662,265 | $ | 698,925 | ||||||||
Operating expenses |
87,084 | 85,416 | 253,670 | 241,245 | ||||||||||||
Depreciation and amortization of real
estate investments |
62,103 | 58,058 | 186,856 | 172,081 | ||||||||||||
Interest expense (b) |
84,896 | 74,718 | 237,959 | 221,958 | ||||||||||||
234,083 | 218,192 | 678,485 | 635,284 | |||||||||||||
(Loss) income from operations before tax
expense and discontinued operations |
(12,646 | ) | 16,612 | (16,220 | ) | 63,641 | ||||||||||
Income tax expense |
(2,513 | ) | (4,011 | ) | (7,065 | ) | (11,994 | ) | ||||||||
Income (loss) from discontinued operations,
net of tax (c) |
358 | 1,334 | (31,060 | ) | 4,138 | |||||||||||
Loss on disposition of discontinued
operations, net of tax (d) |
(13,767 | ) | | (19,852 | ) | | ||||||||||
Loss on disposition of assets (d) |
(74 | ) | | (26,815 | ) | (13 | ) | |||||||||
Other, net (e) |
(3,602 | ) | (36,728 | ) | 5,833 | 19,811 | ||||||||||
Net (loss) income |
$ | (32,244 | ) | $ | (22,793 | ) | $ | (95,179 | ) | $ | 75,583 | |||||
DDR ownership interests (f) |
$ | (1,302 | ) | $ | 2,603 | $ | (12,375 | ) | $ | 22,816 | ||||||
FFO from joint ventures are summarized
as follows: |
||||||||||||||||
Net (loss) income |
$ | (32,244 | ) | $ | (22,793 | ) | $ | (95,179 | ) | $ | 75,583 | |||||
Loss (gain) on disposition of real
estate, including discontinued
operations |
| | | 13 | ||||||||||||
Depreciation and amortization of real
estate investments |
62,434 | 59,274 | 189,472 | 175,723 | ||||||||||||
$ | 30,190 | $ | 36,481 | $ | 94,293 | $ | 251,319 | |||||||||
DDR ownership interests (f) |
$ | 13,584 | $ | 15,883 | $ | 32,553 | $ | 60,922 | ||||||||
DDR joint venture distributions
received, net |
$ | 7,757 | $ | 15,189 | $ | 23,493 | $ | 41,490 | ||||||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands except per share data)
Financial Highlights
(In thousands except per share data)
(a) | Revenues for the three-month periods ended September 30, 2009 and 2008 included approximately $1.4 million and $1.5 million, respectively, resulting from the recognition of straight-line rents, of which the Companys proportionate share was $0.2 million in each period. Revenues for the nine-month periods ended September 30, 2009 and 2008 included approximately $3.0 million and $5.7 million, respectively, resulting from the recognition of straight-line rents, of which the Companys proportionate share was $0.3 million and $0.7 million, respectively. Revenues from operations for the nine-month period ended September 30, 2009, as compared to the prior-year comparable period, decreased primarily due to store closings related to four major tenant bankruptcies which is estimated to be approximately $25.0 million. |
(b) | Interest expense includes non-cash charges related to ineffective derivative instruments at the DDR Macquarie Fund of $3.6 million and $5.1 million for the three and nine-month periods ended September 30, 2009, respectively, and of $0.2 million and $0.7 million for the three- and nine-month periods ended September 30, 2008, respectively. |
(c) | The DDR Macquarie Fund reported impairment losses of $33.9 million on three assets under contract to be sold as of June 30, 2009 which were subsequently sold in the third quarter of 2009. The Companys proportionate share of these impairment losses aggregated $5.5 million for the nine- month period and was reduced by the impact of the other than temporary impairment recorded on this investment in the fourth quarter of 2008. |
(d) | Loss on disposition of discontinued operations consists of the sale of 13 properties by three separate unconsolidated joint ventures in 2009. These dispositions resulted in a loss of $13.8 million and $19.9 million for the three- and nine-month periods ended September 30, 2009, respectively, and exclude the impact of the previously recognized impairments discussed above. The Companys proportionate share of the loss on disposition for the three- and nine-month periods ended September 30, 2009 was $0.5 million and $1.4 million, respectively, and was reduced by the impact of previously recorded impairments on the respective unconsolidated joint ventures, as appropriate. In addition, an unconsolidated joint venture disposed of a property in the first quarter of 2009 resulting in a loss of $26.7 million of which the Companys proportionate share was $5.8 million. |
(e) | Includes the effects of certain derivative instruments that are marked-to-market through earnings from the Companys equity investment in Macquarie DDR Trust aggregating approximately $2.3 million of loss and $7.2 million of income through the Companys ownership period in the units for the three- and nine-month periods ended September 30, 2009, respectively and $37.7 million of loss and $16.5 million of income for the three- and nine-month periods ended September 30, 2008, respectively. |
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands except per share data)
Financial Highlights
(In thousands except per share data)
(f) | The Companys share of joint venture net loss was decreased by $1.2 million and the equity in net income was decreased by $0.6 million for the three-month periods ended September 30, 2009 and 2008, respectively. The Companys share of joint venture net loss was decreased by $3.4 million and the equity in net income was decreased by $0.9 million for the nine-month periods ended September 30, 2009 and 2008, respectively. These adjustments relate primarily to basis differences impacting amortization and depreciation, impairment charges and (loss) gain on dispositions. | ||
At September 30, 2009 and 2008, the Company owned joint venture interests, excluding consolidated joint ventures, in 318 and 329 shopping center properties, respectively. |
(J) | The Company recorded $61.2 million and $101.6 million in impairment charges, for the three- and nine-month periods ended September 30, 2009, respectively, associated with joint venture investments in accordance with APB Opinion No. 18, The Equity Method of Accounting for Investment in Common Stock. The provisions of this opinion require that a loss in value of an investment under the equity method of accounting which is an other than temporary decline must be recognized. The Company determined that certain of its unconsolidated joint venture investments suffered an other than temporary impairment during 2009. During the three months ended September 30, 2009, these charges primarily related to the Companys investments in the DDRTC Core Retail Fund LLC ($55.0 million) and the DDR-SAU Retail Fund LLC ($6.2 million). During the nine months ended September 30, 2009, the Company also recorded a charge relating to its interest in the Coventry II joint ventures ($40.4 million). |
(K) | The operating results relating to assets classified as discontinued operations are summarized as follows: |
Three-Month Period Ended | Nine-Month Period Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenues from operations |
$ | 2,202 | $ | 13,232 | $ | 19,086 | $ | 41,476 | ||||||||
Operating expenses |
652 | 3,617 | 5,005 | 11,899 | ||||||||||||
Impairment charges |
| | 65,496 | | ||||||||||||
Interest, net |
328 | 2,571 | 4,747 | 8,312 | ||||||||||||
Depreciation and amortization of real estate
investments |
544 | 3,911 | 5,832 | 13,310 | ||||||||||||
Total expenses |
1,524 | 10,099 | 81,080 | 33,521 | ||||||||||||
Income (loss) before gain (loss) on
disposition of real estate |
678 | 3,133 | (61,994 | ) | 7,955 | |||||||||||
Gain (loss) on disposition of real estate, net |
4,448 | (2,717 | ) | (19,965 | ) | (1,830 | ) | |||||||||
Net income (loss) |
$ | 5,126 | $ | 416 | $ | (81,959 | ) | $ | 6,125 | |||||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands except per share data)
Financial Highlights
(In thousands except per share data)
(L) | Non-controlling interests are comprised of the following: |
Three-Month Period | Nine-Month Period | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Loss (income)
attributable to
non-controlling
interests |
$ | 2,804 | $ | (1,558 | ) | $ | 39,860 | $ | (5,914 | ) | ||||||
Redeemable
operating
partnership units |
| (21 | ) | (12 | ) | (61 | ) | |||||||||
$ | 2,804 | $ | (1,579 | ) | $ | 39,848 | $ | (5,975 | ) | |||||||
In June 2008, 0.5 million operating partnership units were converted into an equivalent number
of common shares of the Company.
(M) | For purposes of computing FFO per share (basic), the weighted average shares outstanding were adjusted to reflect the assumed conversion of approximately 0.4 million Operating Partnership Units (OP Units) outstanding at September 30, 2009 and 2008, into 0.4 million common shares for the three-month periods ended September 30, 2009 and 2008, on a weighted average basis, and 0.4 million common shares and 0.6 million common shares for the nine-month periods ended September 30, 2009 and 2008, respectively, on a weighted average basis. The weighted average diluted shares and OP Units outstanding, for purposes of computing FFO were approximately 165.5 million and 120.8 million for the three-month periods ended September 30, 2009 and 2008, respectively, and 146.5 million and 120.7 million for the nine-month periods ended September 30, 2009 and 2008, respectively. For purposes of calculating operating FFO for the three- and nine month- periods ended September 30, 2009, the weighted average diluted shares and OP Units were 169.5 million and 148.6 million, respectively, which include common stock equivalents relating to equity awards and warrants. |
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands)
Financial Highlights
(In thousands)
Selected Balance Sheet Data (A):
September 30, 2009 | December 31, 2008 (B) | |||||||
Assets: |
||||||||
Real estate and rental property: |
||||||||
Land |
$ | 1,968,142 | $ | 2,073,947 | ||||
Buildings |
5,574,306 | 5,890,332 | ||||||
Fixtures and tenant improvements |
277,153 | 262,809 | ||||||
7,819,601 | 8,227,088 | |||||||
Less: Accumulated depreciation |
(1,317,117 | ) | (1,208,903 | ) | ||||
6,502,484 | 7,018,185 | |||||||
Construction in progress |
957,298 | 882,478 | ||||||
Real estate, net |
7,459,782 | 7,900,663 | ||||||
Investments in and advances to joint ventures |
521,161 | 583,767 | ||||||
Cash |
26,415 | 29,494 | ||||||
Restricted cash (C) |
102,716 | 111,792 | ||||||
Notes receivable |
75,547 | 75,781 | ||||||
Receivables, including straight-line rent, net |
148,184 | 164,356 | ||||||
Other assets, net |
145,164 | 154,369 | ||||||
$ | 8,478,969 | $ | 9,020,222 | |||||
Liabilities: |
||||||||
Indebtedness: |
||||||||
Revolving credit facilities |
$ | 826,262 | $ | 1,027,183 | ||||
Unsecured debt |
1,825,834 | 2,402,032 | ||||||
Mortgage and other secured debt |
2,512,991 | 2,437,440 | ||||||
5,165,087 | 5,866,655 | |||||||
Dividends payable |
10,899 | 6,967 | ||||||
Other liabilities (D) |
309,187 | 281,179 | ||||||
5,485,173 | 6,154,801 | |||||||
Redeemable operating partnership units |
627 | 627 | ||||||
Equity |
2,993,169 | 2,864,794 | ||||||
$ | 8,478,969 | $ | 9,020,222 | |||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands)
Financial Highlights
(In thousands)
(A) | Amounts include the consolidation of a 50% owned joint venture, DDR MDT MV LLC (MV LLC), that owns 32 sites formerly occupied by Mervyns at September 30, 2009, which includes the following (in millions): |
September 30, 2009 | December 31, 2008 | |||||||
Real estate, net |
$ | 230.3 | $ | 325.1 | ||||
Restricted cash |
57.3 | 64.8 | ||||||
Mortgage debt |
229.6 | 258.5 | ||||||
Non-controlling interests |
29.6 | 70.2 |
(B) | The December 31, 2008 selected balance sheet data was revised to reflect the adoption of two accounting standards in the first quarter of 2009. |
| The Company adopted the provisions of FSP APB 14-1, resulting in the Convertible Debt Restatement. The Company increased real estate assets by $2.9 million and equity by $52.6 million and decreased unsecured debt by $50.7 million and deferred charges by $1.0 million in connection with the adoption. | ||
| The Company adopted the provisions of SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements an Amendment of ARB No. 51, which impacted the accounting for transactions with non-controlling shareholders. The Company no longer has a line item in its balance sheet referred to as Minority Interests. Equity at December 31, 2008 has been revised to include $120.1 million attributable to non-controlling interests. Equity at September 30, 2009 includes $95.0 million attributable to non-controlling interests. |
(C) | Included in restricted cash are amounts held by MV LLC as noted above. The MV LLC restricted cash is comprised of proceeds received from the seller of the Mervyns portfolio relating to Mervyns bankruptcy filing in the third quarter 2008, a capital contribution by the members of MV LLC, and proceeds related to a security deposit letter of credit, net of debt service payments, all of which are required to be held in escrow by the lender. Also included in restricted cash is $45.4 million and $47.0 million at September 30, 2009 and December 31, 2008, respectively, relating to the terms of a bond issue for one of the Companys projects in Mississippi. | ||
(D) | Includes a $54.5 million non-cash liability relating to the equity derivative instruments deemed issued in connection with the Otto Transaction as of September 30, 2009, that will be satisfied through the issuance of common shares or upon the expiration of the contract. The liability will be reclassified into equity upon ultimate exercise or expiration of the instruments. |
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(in thousands)
Financial Highlights
(in thousands)
Selected Balance Sheet Data (Continued):
Combined condensed balance sheets relating to the Companys joint ventures are as follows:
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
Land |
$ | 2,316,638 | $ | 2,378,033 | ||||
Buildings |
6,418,500 | 6,353,985 | ||||||
Fixtures and tenant improvements |
159,375 | 131,622 | ||||||
8,894,513 | 8,863,640 | |||||||
Less: Accumulated depreciation |
(748,754 | ) | (606,530 | ) | ||||
8,145,759 | 8,257,110 | |||||||
Construction in progress |
295,222 | 412,357 | ||||||
Real estate, net |
8,440,981 | 8,669,467 | ||||||
Receivables, including straight-line rent, net |
156,567 | 136,410 | ||||||
Leasehold interests |
11,746 | 12,615 | ||||||
Other assets |
408,901 | 315,591 | ||||||
$ | 9,018,195 | $ | 9,134,083 | |||||
Mortgage debt (a) |
$ | 5,619,195 | $ | 5,776,897 | ||||
Notes and accrued interest payable to DDR |
73,746 | 64,967 | ||||||
Other liabilities |
258,518 | 237,363 | ||||||
5,951,459 | 6,079,227 | |||||||
Accumulated equity |
3,066,736 | 3,054,856 | ||||||
$ | 9,018,195 | $ | 9,134,083 | |||||
(a) | The Companys proportionate share of joint venture debt aggregated approximately $1,076.7 million and $1,216.1 million at September 30, 2009 and December 31, 2008, respectively. |