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EX-99.2 - EX-99.2 - SITE Centers Corp. | l42480exv99w2.htm |
8-K - FORM 8-K - SITE Centers Corp. | l42480e8vk.htm |
Exhibit 99.1
DEVELOPERS DIVERSIFIED REALTY CORPORATION
For Immediate Release:
Media Contact:
|
Investor Contact: | |
Marty Richmond
|
Kate Deck | |
216-755-5500
|
216-755-5500 | |
mrichmond@ddr.com
|
kdeck@ddr.com |
DEVELOPERS DIVERSIFIED REALTY REPORTS OPERATING FFO PER
DILUTED SHARE OF $0.24 FOR THE QUARTER ENDED
MARCH 31, 2011
DILUTED SHARE OF $0.24 FOR THE QUARTER ENDED
MARCH 31, 2011
BEACHWOOD, OHIO, April 27, 2011 Developers Diversified Realty Corporation (NYSE: DDR) today
announced operating results for the quarter ended March 31, 2011.
SIGNIFICANT FIRST QUARTER ACTIVITY
| Reported operating FFO of $0.24 per diluted share, which excludes certain non-operating items | ||
| Maintained strong operating performance with the execution of 428 total leases for over 2.6 million square feet | ||
| The portfolio leased rate increased to 92.4% at March 31, 2011 from 92.3% at December 31, 2010 and 91.3% at March 31, 2010; including Brazil, the March 31, 2011 blended leased rate was 92.6% | ||
| Generated positive leasing spreads, with new leases at 9.0% and renewals at 4.9% for a blended overall spread of 5.4%, which is consistent with the blended spread of 5.4% in the fourth quarter of 2010 and an improvement from -2.7% in the first quarter of 2010 | ||
| Reported same store net operating income growth of 3.9% as compared to an increase of 3.6% in the fourth quarter of 2010 and a decrease of 2.6% in the first quarter of 2010 | ||
| Completed $40 million of acquisitions | ||
| Completed $43 million of asset sales, of which the Companys pro-rata share was $20 million | ||
| Issued $300 million aggregate principal amount of 4.75% senior unsecured notes due April 2018 | ||
| Unconsolidated joint venture in Brazil completed an initial public offering raising US$280 million of gross proceeds | ||
| Raised $190.2 million of equity proceeds in connection with the exercise of warrants for 10 million common shares in March 2011 and through the issuance of 9.5 million common shares in April 2011, which were utilized to redeem $180 million of 8.0% Class G preferred shares in April 2011 |
Our first quarter results highlight the successful execution of our strategic initiatives
consistent with our guidance, commented Developers Diversifieds president and chief executive
officer, Daniel B. Hurwitz. We expect this momentum to continue and our portfolio to benefit in
the current environment.
FINANCIAL HIGHLIGHTS
The Companys first quarter operating Funds From Operations (FFO) was $63.2 million, or $0.24 per
diluted share, before $25.9 million of net adjustments.
The charges and gains, primarily non-cash, for the period ended March 31, 2011, are summarized as
follows (in millions):
Three Months | ||||
Non-cash impairment charges consolidated assets |
$ | 3.8 | ||
Executive separation charge |
10.7 | |||
Non-cash gain on equity derivative instruments (Otto Family
warrants) |
(21.9 | ) | ||
Other income, net |
(1.3 | ) | ||
Equity in net income of joint ventures loss on asset sales |
1.6 | |||
Gain on change in control of interests |
(21.7 | ) | ||
Discontinued operations non-cash consolidated impairment
charges and loss on sales |
1.9 | |||
Loss on disposition of real estate (land), net |
1.0 | |||
Total Adjustments from FFO to operating FFO |
$ | (25.9 | ) | |
FFO applicable to common shareholders for the three-month period ended March 31, 2011,
including the above net adjustments, was $89.1 million, or $0.25 per diluted share, which compares
to FFO of $28.4 million, or $0.12 per diluted share, for the prior-year comparable period. The
increase in FFO for the three-month period ended March 31, 2011, is primarily the result of the
gain on change in control of interests relating to the Companys acquisition of two assets from
unconsolidated joint ventures and the effect of the non-cash valuation adjustments associated with
the warrants that were exercised in full for cash in the first quarter of 2011 partially offset by
the executive separation charge.
Net income applicable to common shareholders for the three-month period ended March 31, 2011, was
$24.7 million, or $0.01 per diluted share, which compares to a net loss of $34.8 million, or $0.15
per diluted share, for the prior-year comparable period. The increase in net income applicable to
common shareholders for the three-month period ended March 31, 2011, is primarily due to the same
items impacting FFO as explained above.
LEASING & PORTFOLIO OPERATIONS
The following results for the three-month period ended March 31, 2011, highlight continued strong
leasing activity throughout the portfolio:
| Executed 168 new leases aggregating approximately 0.8 million square feet and 260 renewals aggregating approximately 1.8 million square feet. | ||
| Total portfolio average annualized base rent per occupied square foot as of March 31, 2011 was $13.37, as compared to $13.04 at March 31, 2010. | ||
| The portfolio leased rate was 92.4% as of March 31, 2011, as compared to 91.3% at March 31, 2010. The U.S. portfolio and the Brazil portfolio blended leased rate was 92.6% at March 31, 2011. | ||
| On a cash basis, rental rates for new leases increased by 9.0% over prior rents and renewals increased by 4.9%. The continued strong leasing spreads are consistent with the blended spread of 5.4% for the portfolio reported in the fourth quarter of 2010 and an improvement from the -2.7% spread in the first quarter of 2010. | ||
| Same store net operating income (NOI) increased 3.9% for the three-month period ended March 31, 2011 over the prior-year comparable period. |
ACQUISITIONS
The Company acquired its partners 50% ownership interests in two prime shopping centers for $40
million during the first quarter of 2011. As a result of the transactions, the Company now owns
100% of the two prime shopping centers. The aggregate gross value of the shopping centers is $80
million, and with a new $21.0 million, eleven-year mortgage encumbers one of the assets. The Company
recorded an aggregate gain of approximately $21.7 million in connection with the acquisitions
related to the step-up of its investment basis to fair value due to the change in control that
occurred.
DISPOSITIONS
The Company sold two consolidated assets, aggregating approximately 0.1 million square feet, in the
first quarter of 2011, generating gross proceeds of approximately $5.3 million. The Company
recorded an aggregate net gain of approximately $0.2 million related to asset sales in the first
quarter. The Company also sold $8.0 million of consolidated non-income producing assets.
In the first quarter of 2011, two of the Companys unconsolidated joint ventures sold two shopping
centers, aggregating approximately 0.3 million square feet, generating gross proceeds of
approximately $29.7 million. The joint ventures recorded an aggregate net loss of approximately
$0.9 million related to these asset sales, of which the Company recorded a net loss of
approximately $1.9 million related to the write-off of its basis in the investments.
CAPITAL MARKETS ACTIVITIES
Mr. Alexander Otto and certain members of his family (the Otto Family) exercised their warrants
for 10 million common shares issued in 2009 for cash proceeds of $60 million in March 2011. The
Company also entered into a forward sale agreement to sell an aggregate of 9.5 million of its
common shares for net proceeds aggregating $130.2 million or $13.71 per share, which settled in
April 2011. The net proceeds from the issuance of these common shares were utilized to redeem $180
million of the Companys 8.0% Class G preferred shares in April 2011. The Company expects to
record a non-cash charge of approximately $6.4 million to net income applicable to common
shareholders in the second quarter of 2011 relating to the write-off of the Class G preferred
shares original issuance costs.
In March 2011, the Company issued $300 million aggregate principal amount of 4.75% senior unsecured
notes due April 2018. Net proceeds from the offering were used to repay short-term, higher cost
mortgage debt and to reduce borrowings under the Companys revolving credit facilities and secured
term loan.
In February 2011, the Company executed the extension option on its term loan with KeyBank, N.A. to
extend the maturity date one year to February 2012. The outstanding balance of the term loan was
reduced to $550 million with proceeds from the unsecured notes offering.
On February 2, 2011, the Companys unconsolidated joint venture, Sonae Sierra Brasil (BM&FBOVESPA:
SSBR3), completed an initial public offering of its common shares on the Sao Paulo Stock Exchange.
The total proceeds raised of approximately US$280 million from the initial public offering will be
used primarily to fund future developments and expansions, as well as repay a loan from its parent
company, in which DDR owns a 50% interest. Our proportionate share of the loan repayment proceeds
was approximately US$22.4 million. As a result of the initial public offering, the Companys
effective ownership interest in Sonae Sierra Brasil was reduced from 48% to approximately 33%.
2011 GUIDANCE
There has been no change in guidance since the last update provided on January 10, 2011. The
Company continues to estimate operating FFO for 2011 between $0.90-$1.05 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 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 gains generated from merchant build asset sales, which are presented net of taxes, and those
gains that represent the recapture of a previously recognized impairment charge, (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. The
Company calculates operating FFO by excluding the non-operating charges and gains described above.
Other real estate companies may calculate FFO and operating FFO in a different manner. FFO
excluding the net non-operating items detailed above is useful to investors as the Company removes
these charges and gains to analyze the results of its operations and assess performance of the core
operating real estate portfolio. A reconciliation of net income (loss) to FFO and operating FFO is
presented in the financial highlights section.
SAFE HARBOR
Developers Diversified Realty Corporation 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
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 the three-month period ended March 31, 2011. For additional factors
that could cause the results of the Company to differ materially from those indicated in the
forward-looking statements, please refer to the Companys Form 10-K for the year ended December 31,
2010. The Company undertakes no obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date hereof.
ABOUT DEVELOPERS DIVERSIFIED REALTY
Developers Diversified owns and manages approximately 520 retail properties in 41 states, Puerto
Rico and Brazil totaling approximately 127 million square feet. The Companys prime portfolio
features open-air, value-oriented shopping centers in high barrier-to-entry 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 primarily clustered 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 Companys website
at www.ddr.com.
CONFERENCE CALL INFORMATION & SUPPLEMENTAL MATERIALS
A copy of the Companys Supplemental Financial/Operational package is available to all interested
parties upon request at the Companys corporate office to Kate Deck, Investor Relations Director,
Developers Diversified Realty Corporation, 3300 Enterprise Parkway, Beachwood, Ohio 44122 or at
www.ddr.com.
The Company will hold its quarterly conference call tomorrow, April 28, 2011 at 10:00 a.m. Eastern
Daylight Time. To participate, please dial 800.265.0241 (domestic), or 617.847.8704
(international) at least ten minutes prior to the scheduled start of the call. When prompted,
provide the passcode: 30366082. Access to the live call and replay will also be available through
the Companys website. The replay will be available through May 5, 2011.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands)
Financial Highlights
(In thousands)
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Revenues: |
||||||||
Minimum rents (A) |
$ | 134,291 | $ | 133,746 | ||||
Percentage and overage rents (A) |
2,038 | 2,041 | ||||||
Recoveries from tenants |
46,614 | 46,370 | ||||||
Ancillary and other property income |
7,169 | 4,689 | ||||||
Management, development and other fee income |
11,751 | 14,017 | ||||||
Other (B) |
1,121 | 1,268 | ||||||
202,984 | 202,131 | |||||||
Expenses: |
||||||||
Operating and maintenance (C) |
38,104 | 34,385 | ||||||
Real estate taxes |
26,841 | 27,400 | ||||||
Impairment charges (D) |
3,856 | 817 | ||||||
General and administrative (E) |
29,378 | 23,275 | ||||||
Depreciation and amortization |
56,042 | 55,177 | ||||||
154,221 | 141,054 | |||||||
Other income (expense): |
||||||||
Interest income |
2,796 | 1,333 | ||||||
Interest expense (F) |
(60,243 | ) | (56,096 | ) | ||||
Gain on debt retirement, net (F) |
| 1,091 | ||||||
Gain (loss) on equity derivative instruments (G) |
21,926 | (24,868 | ) | |||||
Other income (expense) (H) |
1,341 | (3,059 | ) | |||||
(34,180 | ) | (81,599 | ) | |||||
Income (loss) before earnings from equity method investments
and other items |
14,583 | (20,522 | ) | |||||
Equity in net income of joint ventures (I) |
1,974 | 1,647 | ||||||
Impairment of joint venture investments |
(35 | ) | | |||||
Gain on change in control of interests (J) |
21,729 | | ||||||
Tax expense of taxable REIT subsidiaries and state franchise
and income taxes |
(326 | ) | (1,002 | ) | ||||
Income (loss) from continuing operations |
37,925 | (19,877 | ) | |||||
Loss from discontinued operations (K) |
(1,685 | ) | (6,033 | ) | ||||
Income (loss) before loss on disposition of real estate |
36,240 | (25,910 | ) | |||||
Loss on disposition of real estate, net of tax |
(861 | ) | (675 | ) | ||||
Net income (loss) |
35,379 | (26,585 | ) | |||||
Non-controlling interests |
(67 | ) | 2,338 | |||||
Net income (loss) attributable to DDR |
$ | 35,312 | $ | (24,247 | ) | |||
Net income (loss) applicable to common shareholders |
$ | 24,745 | $ | (34,814 | ) | |||
Funds From Operations (FFO): |
||||||||
Net income (loss) applicable to common shareholders |
$ | 24,745 | $ | (34,814 | ) | |||
Depreciation and amortization of real estate investments |
53,803 | 54,594 | ||||||
Equity in net income of joint ventures (I) |
(1,974 | ) | (1,647 | ) | ||||
Joint ventures FFO (I) |
12,808 | 11,555 | ||||||
Non-controlling interests (OP Units) |
16 | 8 | ||||||
Gain on disposition of depreciable real estate |
(311 | ) | (1,267 | ) | ||||
FFO applicable to common shareholders |
89,087 | 28,429 | ||||||
Preferred dividends |
10,567 | 10,567 | ||||||
FFO |
$ | 99,654 | $ | 38,996 | ||||
Per share data: |
||||||||
Earnings per common share |
||||||||
Basic |
$ | 0.10 | $ | (0.15 | ) | |||
Diluted |
$ | 0.01 | $ | (0.15 | ) | |||
Basic average shares outstanding |
255,966 | 227,133 | ||||||
Diluted average shares outstanding |
262,581 | 227,133 | ||||||
Dividends Declared |
$ | 0.04 | $ | 0.02 | ||||
Funds From Operations Basic (L) |
$ | 0.34 | $ | 0.12 | ||||
Funds From Operations Diluted (L) |
$ | 0.25 | $ | 0.12 | ||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands)
Financial Highlights
(In thousands)
Selected Balance Sheet Data
March 31, 2011 | December 31, 2010 | |||||||
Assets: |
||||||||
Real estate and rental property: |
||||||||
Land |
$ | 1,865,716 | $ | 1,837,403 | ||||
Buildings |
5,551,683 | 5,491,489 | ||||||
Fixtures and tenant improvements |
356,104 | 339,129 | ||||||
7,773,503 | 7,668,021 | |||||||
Less: Accumulated depreciation |
(1,500,524 | ) | (1,452,112 | ) | ||||
6,272,979 | 6,215,909 | |||||||
Land held for development and construction in progress |
714,972 | 743,218 | ||||||
Real estate held for sale, net |
6,427 | | ||||||
Real estate, net |
6,994,378 | 6,959,127 | ||||||
Investments in and advances to joint ventures |
402,875 | 417,223 | ||||||
Cash |
21,025 | 19,416 | ||||||
Restricted cash |
4,148 | 4,285 | ||||||
Notes receivable, net |
121,335 | 120,330 | ||||||
Receivables, including straight-line rent, net |
112,982 | 123,259 | ||||||
Other assets, net |
124,787 | 124,450 | ||||||
$ | 7,781,530 | $ | 7,768,090 | |||||
Liabilities & Equity: |
||||||||
Indebtedness: |
||||||||
Revolving credit facilities |
$ | 42,681 | $ | 279,865 | ||||
Unsecured debt |
2,345,533 | 2,043,582 | ||||||
Mortgage and other secured debt |
1,881,795 | 1,978,553 | ||||||
4,270,009 | 4,302,000 | |||||||
Dividends payable |
18,409 | 12,092 | ||||||
Equity derivative liability (G) |
| 96,237 | ||||||
Other liabilities |
205,463 | 223,074 | ||||||
Total liabilities |
4,493,881 | 4,633,403 | ||||||
Preferred shares |
555,000 | 555,000 | ||||||
Common shares (L) |
26,714 | 25,627 | ||||||
Paid-in-capital (G) |
4,004,030 | 3,868,990 | ||||||
Accumulated distributions in excess of net income |
(1,365,039 | ) | (1,378,341 | ) | ||||
Deferred compensation obligation |
12,571 | 14,318 | ||||||
Accumulated other comprehensive income |
27,707 | 25,646 | ||||||
Less: Common shares in treasury at cost |
(12,320 | ) | (14,638 | ) | ||||
Non-controlling interests |
38,986 | 38,085 | ||||||
Total equity |
3,287,649 | 3,134,687 | ||||||
$ | 7,781,530 | $ | 7,768,090 | |||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
Financial Highlights
(A) | Base and percentage rental revenues for the three-month period ended March 31, 2011, as compared to the prior-year comparable period, increased $1.2 million. This increase consisted of increased leasing activity at core portfolio properties, contributing $0.9 million, the acquisition of a 50% interest in two shopping centers, which generated an additional $0.6 million in revenues offset by a net decrease in revenues from development and redevelopment assets of $0.3 million. Included in rental revenues for the three-month periods ended March 31, 2011 and 2010, is approximately $0.3 million and $1.0 million, respectively, of revenue resulting from the recognition of straight-line rents, including discontinued operations. | |
(B) | Other revenues were comprised of the following (in millions): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Lease termination fees |
$ | 0.6 | $ | 0.6 | ||||
Financing fees |
0.4 | 0.2 | ||||||
Other miscellaneous |
0.1 | 0.5 | ||||||
$ | 1.1 | $ | 1.3 | |||||
(C) | Operating and maintenance expense, including discontinued operations, includes the following expenses (in millions): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Bad debt expense |
$ | 2.4 | $ | 3.2 | ||||
Ground rent expense (a) |
$ | 1.0 | $ | 1.3 |
(a) | Includes non-cash expense of approximately $0.5 million for both of the three-month periods ended March 31, 2011 and 2010 related to straight-line ground rent expense. |
(D) | The Company recorded impairment charges during the three-month periods ended March 31, 2011 and 2010, on the following consolidated assets (in millions): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Undeveloped land |
$ | 3.8 | $ | | ||||
Assets marketed for sale |
| 0.8 | ||||||
Total continuing operations |
3.8 | 0.8 | ||||||
Sold assets or assets held for sale (1) |
2.0 | 2.3 | ||||||
Total discontinued operations |
2.0 | 2.3 | ||||||
Total impairment charges |
$ | 5.8 | $ | 3.1 | ||||
(1) | See summary of discontinued operations activity in note (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 three-month periods ended March 31, 2011 and 2010, general and administrative expenses were approximately 7.1% and 5.5% of total revenues, respectively, including joint venture and managed property revenues. |
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
Financial Highlights
During the three-months ended March 31, 2011, the Company recorded a charge of $10.7
million as a result of the termination without cause of its Executive Chairman, the terms of
which were pursuant to his amended and restated employment agreement. In addition to the cash
payment component, the charge also includes stock-based compensation expense of $1.5 million
(representing the acceleration of expense associated with the grant-date fair value of the
unvested stock-based awards that had a market value of $7.8 million based upon the closing
price of the Companys common shares of $14.00 as of March 31, 2011). During the three months
ended March 31, 2010, the Company incurred a $2.1 million separation charge relating to the
departure of another executive officer. Excluding these separation charges, general and
administrative expenses were 4.5% and 5.0% of total revenues for the three-month periods ended
March 31, 2011 and 2010, respectively.
(F) | The Company recorded the following in connection with its outstanding convertible debt (in millions): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Non-cash interest expense related to amortization of the debt discount |
$ | 3.8 | $ | 2.0 | ||||
Non-cash adjustment to gain on repurchase |
| 2.6 |
(G) | Represents the non-cash impact of the valuation adjustments of the equity derivative instruments (warrants) issued as part of the share purchase transaction with the Otto Family completed in 2009. Because all of the warrants were exercised in March 2011, the Company will no longer record the changes in fair value of these instruments in its future earnings. The liability at the date of exercise was reclassified into paid-in-capital. | |
(H) | Other income (expenses) were comprised of the following (in millions): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Litigation-related expenses |
$ | (1.0 | ) | $ | (1.7 | ) | ||
Debt extinguishment costs |
(0.2 | ) | (1.1 | ) | ||||
Settlement of lease liability obligation |
2.6 | | ||||||
Abandoned projects and other expenses |
(0.1 | ) | (0.3 | ) | ||||
$ | 1.3 | $ | (3.1 | ) | ||||
(I) | At March 31, 2011 and 2010, the Company had an investment in joint ventures, excluding consolidated joint ventures, in 191 and 213 shopping center properties, respectively. See below for a summary of the combined condensed operating results and select balance sheet data of the Companys unconsolidated joint ventures. |
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
Financial Highlights
(J) | In the first quarter of 2011, the Company acquired its partners 50% interest in two shopping centers. The Company accounted for both of these transactions as step acquisitions. Due to the change in control that occurred, the Company recorded an aggregate gain associated with the acquisitions related to the difference between the Companys carrying value and fair value of the previously held equity interest. | |
(K) | The operating results relating to assets classified as discontinued operations are summarized as follows (in thousands): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Revenues from operations |
$ | 327 | $ | 5,227 | ||||
Operating expenses |
83 | 3,671 | ||||||
Impairment charges |
1,983 | 2,255 | ||||||
Interest, net |
92 | 3,906 | ||||||
Depreciation and amortization |
98 | 1,994 | ||||||
Total expenses |
2,256 | 11,826 | ||||||
Loss before disposition of real estate |
(1,929 | ) | (6,599 | ) | ||||
Gain on disposition of real estate, net |
244 | 566 | ||||||
Net loss |
$ | (1,685 | ) | $ | (6,033 | ) | ||
(L) | For purposes of computing FFO and operating FFO per share, the following share information was utilized (in millions): |
At March 31, | ||||||||
2011 | 2010 | |||||||
Common shares outstanding |
267.1 | 250.0 | ||||||
OP Units outstanding (OP Units) |
0.4 | 0.4 |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Weighted average common shares outstanding |
258.2 | 228.5 | ||||||
Assumed conversion of OP Units |
0.4 | 0.4 | ||||||
FFO Weighted average common shares and OP Units
Basic |
258.6 | 228.9 | ||||||
Assumed conversion of dilutive securities |
6.6 | 7.3 | ||||||
FFO and Operating FFO Weighted average common
shares and OP Units Diluted |
265.2 | 236.2 | ||||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Summary Results of Combined Unconsolidated Joint Ventures
(In thousands)
Summary Results of Combined Unconsolidated Joint Ventures
(In thousands)
Combined condensed income statements
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Revenues from operations (A) |
$ | 172,398 | $ | 164,093 | ||||
Operating expenses |
63,015 | 63,547 | ||||||
Depreciation and amortization of real estate investments |
47,752 | 45,968 | ||||||
Interest expense |
58,112 | 58,459 | ||||||
168,879 | 167,974 | |||||||
Income (loss) from operations before tax expense and
discontinued operations |
3,519 | (3,881 | ) | |||||
Income tax expense |
(6,144 | ) | (4,799 | ) | ||||
(Loss) income from discontinued operations, net of tax |
(441 | ) | 582 | |||||
Loss on disposition of discontinued operations (B) |
(863 | ) | (8,752 | ) | ||||
Net loss |
$ | (3,929 | ) | $ | (16,850 | ) | ||
Net income at DDRs ownership interests (C) |
$ | 3,899 | $ | 1,660 | ||||
FFO at DDRs ownership interests (D) |
$ | 12,808 | $ | 11,555 | ||||
Combined condensed balance sheets
March 31, 2011 | December 31, 2010 | |||||||
Land |
$ | 1,550,786 | $ | 1,566,682 | ||||
Buildings |
4,745,572 | 4,783,841 | ||||||
Fixtures and tenant improvements |
158,031 | 154,292 | ||||||
6,454,389 | 6,504,815 | |||||||
Less: Accumulated depreciation |
(747,737 | ) | (726,291 | ) | ||||
5,706,652 | 5,778,524 | |||||||
Land held for development and construction in progress (E) |
197,214 | 174,237 | ||||||
Real estate, net |
5,903,866 | 5,952,761 | ||||||
Receivables, including straight-line rent, net |
100,090 | 111,569 | ||||||
Leasehold interests |
10,006 | 10,296 | ||||||
Other assets, net |
517,696 | 303,826 | ||||||
$ | 6,531,658 | $ | 6,378,452 | |||||
Mortgage debt (F) |
$ | 3,884,329 | $ | 3,950,794 | ||||
Notes and accrued interest payable to DDR |
91,290 | 87,282 | ||||||
Other liabilities |
205,306 | 186,728 | ||||||
4,180,925 | 4,224,804 | |||||||
Accumulated equity |
2,350,733 | 2,153,648 | ||||||
$ | 6,531,658 | $ | 6,378,452 | |||||
DEVELOPERS DIVERSIFIED REALTY CORPORATION
Summary Results of Combined Unconsolidated Joint Ventures
Summary Results of Combined Unconsolidated Joint Ventures
(A) | Revenues for the three-month periods include the following (in millions): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Straight-line rents |
$ | 0.6 | $ | 1.2 | ||||
DDRs proportionate share |
0.1 | 0.2 |
(B) | For the three months ended March 31, 2011, loss on disposition of discontinued operations includes the sale of two properties by two separate unconsolidated joint ventures. The Companys proportionate share of the aggregate loss for the assets sold for the three-month period ended March 31, 2011, was approximately $1.9 million. | |
(C) | The Companys share of joint venture equity in net income was reduced by $1.9 million for the three-month period ended March 31, 2011 as a result of basis differences impacting amortization and depreciation, impairment charges and loss on dispositions. | |
(D) | FFO from unconsolidated joint ventures are summarized as follows (in thousands): |
Three-Month Periods | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Net loss |
$ | (3,929 | ) | $ | (16,850 | ) | ||
Depreciation and amortization of real estate investments |
47,836 | 50,314 | ||||||
FFO |
$ | 43,907 | $ | 33,464 | ||||
FFO at DDRs ownership interests |
$ | 12,808 | $ | 11,555 | ||||
Operating FFO at DDRs ownership interests (1) |
$ | 14,400 | $ | 12,864 | ||||
DDR joint venture distributions received, net
(2) |
$ | 26,904 | $ | 10,799 | ||||
(1) | Excluded from operating FFO is the Companys pro rata share of net charges primarily related to impairment charges and losses on the disposition of assets as disclosed earlier in this press release. | |
(2) | Includes loan repayments in 2011 of $22.4 million from a foreign investment. |
(E) | The Companys proportionate share of joint venture land held for development and construction in progress aggregated approximately $66.2 million and $71.7 million at March 31, 2011 and December 31, 2010, respectively. | |
(F) | The Companys proportionate share of joint venture debt aggregated approximately $790.8 million and $835.8 million at March 31, 2011 and December 31, 2010, respectively. The $790.8 million includes approximately $52.6 million of non-recourse debt associated with joint ventures for which the Company has written its investment down to zero and is receiving no allocation of income or FFO. |