DDR
Corp.
|
Income
Statement: Consolidated Interests
|
|
|
|
|
$ in thousands,
except per share
|
|
Three Months
Ended
|
|
|
|
1Q15
|
|
1Q14
|
Revenues:
|
|
|
|
|
Minimum rents
(1)
|
|
$180,697
|
|
$166,187
|
Percentage
rent
|
|
1,385
|
|
1,641
|
Recoveries
|
|
64,080
|
|
57,800
|
Ancillary
income
|
|
4,219
|
|
6,203
|
Other revenues
(2)
|
|
370
|
|
1,458
|
|
|
|
250,751
|
|
233,289
|
Expenses
(3):
|
|
|
|
|
Operating and
maintenance
|
|
38,726
|
|
36,587
|
Real estate
taxes
|
|
37,629
|
|
33,976
|
|
|
|
76,355
|
|
70,563
|
|
|
|
|
|
|
Net operating
income
|
|
174,396
|
|
162,726
|
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Fee income
|
|
8,074
|
|
8,223
|
Interest
income
|
|
7,161
|
|
3,127
|
Interest expense
(4)
|
|
(63,020)
|
|
(59,698)
|
Depreciation and
amortization
|
|
(103,015)
|
|
(103,619)
|
General and
administrative (5)
|
|
(18,595)
|
|
(20,253)
|
Other income
(expense), net (6)
|
|
(3,428)
|
|
(4,183)
|
Impairment charges
(7)
|
|
(279,021)
|
|
(2,329)
|
Loss before earnings
from equity method investments and other items
|
|
(277,448)
|
|
(16,006)
|
|
|
|
|
|
|
Equity in net income
of joint ventures
|
|
61
|
|
5,490
|
Impairment of joint
venture investments
|
|
0
|
|
(9,100)
|
Gain on change in
control of interests
|
|
14,279
|
|
0
|
Income from
discontinued operations (8)
|
|
0
|
|
3,012
|
Tax
expense
|
|
(4,900)
|
|
(684)
|
Gain (loss) on
disposition of real estate, net of tax
|
|
25,094
|
|
(1,090)
|
Net loss
|
|
(242,914)
|
|
(18,378)
|
Non-controlling
interests (9)
|
|
(873)
|
|
1,738
|
Net loss
attributable to DDR
|
|
(243,787)
|
|
(16,640)
|
Preferred
dividends
|
|
(5,594)
|
|
(6,608)
|
Net loss
attributable to Common Shareholders
|
|
(249,381)
|
|
(23,248)
|
FFO:
|
|
|
|
|
Net loss attributable
to common shareholders
|
|
(249,381)
|
|
(23,248)
|
Depreciation and
amortization of real estate investments
|
|
100,867
|
|
107,066
|
Equity in net income
of joint ventures
|
|
(61)
|
|
(5,490)
|
Joint ventures'
FFO
|
|
7,017
|
|
8,743
|
Non-controlling
interests (OP units)
|
|
249
|
|
62
|
Impairment of
depreciable real estate
|
|
179,748
|
|
10,390
|
Gain on disposition
of depreciable real estate, net
|
|
(25,236)
|
|
(11,711)
|
FFO attributable
to Common Shareholders
|
|
13,203
|
|
85,812
|
Non-operating items,
net (10)
|
|
93,930
|
|
14,898
|
Operating
FFO
|
|
$107,133
|
|
$100,710
|
FFO per share –
Diluted (11)
|
|
$0.04
|
|
$0.24
|
Operating FFO per
share – Diluted (11)
|
|
$0.30
|
|
$0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
DDR
Corp.
|
Balance
Sheet: Consolidated Interests
|
|
|
|
|
|
|
|
|
$ in
thousands
|
|
At Quarter
End
|
|
|
|
1Q15
|
|
4Q14
|
Assets:
|
|
|
|
|
Land
|
|
$2,195,039
|
|
$2,208,468
|
Buildings
|
|
6,933,849
|
|
7,087,040
|
Fixtures and tenant
improvements
|
|
643,222
|
|
645,035
|
|
|
|
9,772,110
|
|
9,940,543
|
Less: Accumulated
depreciation
|
|
(1,943,284)
|
|
(1,909,585)
|
|
|
|
7,828,826
|
|
8,030,958
|
Land held for
development and construction in progress
|
|
275,305
|
|
395,242
|
Real estate,
net
|
|
8,104,131
|
|
8,426,200
|
|
|
|
|
|
|
Investments in and
advances to joint ventures
|
|
410,340
|
|
414,848
|
Cash
|
|
55,993
|
|
20,937
|
Restricted
cash
|
|
8,152
|
|
11,375
|
Notes receivable,
net
|
|
47,184
|
|
56,245
|
Receivables,
including straight-line rent, net
|
|
133,463
|
|
132,661
|
Other assets, net
(12)
|
|
451,847
|
|
479,629
|
Total
Assets
|
|
9,211,110
|
|
9,541,895
|
|
|
|
|
|
|
Liabilities and
Equity:
|
|
|
|
|
Revolving credit
facilities
|
|
6,327
|
|
29,009
|
Unsecured
debt
|
|
3,265,294
|
|
2,765,893
|
Unsecured term
loan
|
|
0
|
|
350,000
|
Mortgage and other
secured debt
|
|
1,975,464
|
|
2,089,805
|
|
|
|
5,247,085
|
|
5,234,707
|
Dividends
payable
|
|
67,865
|
|
61,468
|
Other liabilities
(13)
|
|
402,978
|
|
448,192
|
Total
Liabilities
|
|
5,717,928
|
|
5,744,367
|
|
|
|
|
|
|
Preferred
shares
|
|
350,000
|
|
350,000
|
Common
shares
|
|
36,108
|
|
36,071
|
Paid-in-capital
|
|
5,445,387
|
|
5,438,778
|
Accumulated
distributions in excess of net income
|
|
(2,358,864)
|
|
(2,047,212)
|
Deferred compensation
obligation
|
|
17,001
|
|
16,609
|
Accumulated other
comprehensive income
|
|
(6,689)
|
|
(7,352)
|
Less: Common shares
in treasury at cost
|
|
(16,910)
|
|
(16,646)
|
Non-controlling
interests
|
|
27,149
|
|
27,280
|
Total
Equity
|
|
3,493,182
|
|
3,797,528
|
|
|
|
|
|
|
Total Liabilities
and Equity
|
|
$9,211,110
|
|
$9,541,895
|
|
|
|
|
|
|
|
|
|
|
|
|
DDR
Corp.
|
Income
Statement: Unconsolidated Interests at 100%
|
|
|
|
|
$ in
thousands
|
|
Three Months
Ended
|
|
|
|
1Q15
|
|
1Q14
|
Revenues:
|
|
|
|
|
Minimum
rents
|
|
$103,737
|
|
$98,565
|
Percentage
rent
|
|
589
|
|
410
|
Recoveries
|
|
30,859
|
|
21,883
|
Other
revenues
|
|
2,415
|
|
15,643
|
|
|
|
137,600
|
|
136,501
|
Expenses:
|
|
|
|
|
Operating and
maintenance
|
|
32,711
|
|
35,135
|
Real estate
taxes
|
|
18,271
|
|
12,672
|
|
|
|
50,982
|
|
47,807
|
|
|
|
|
|
|
Net operating
income
|
|
86,618
|
|
88,694
|
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Interest
expense
|
|
(40,903)
|
|
(50,058)
|
Depreciation and
amortization
|
|
(56,737)
|
|
(41,214)
|
Impairment
charges
|
|
(448)
|
|
0
|
Tax
expense
|
|
0
|
|
(4,140)
|
Other expense,
net
|
|
(367)
|
|
(3,043)
|
|
|
|
(98,455)
|
|
(98,455)
|
|
|
|
|
|
|
Loss from continuing
operations
|
|
(11,837)
|
|
(9,761)
|
Loss from
discontinued operations
|
|
0
|
|
(2,490)
|
Gain on disposition
of discontinued operations, net
|
|
0
|
|
21,473
|
Loss on disposition
of real estate, net
|
|
(213)
|
|
0
|
Non-controlling
interests
|
|
0
|
|
(1,488)
|
Net (loss) income
attributable to unconsolidated joint ventures
|
|
(12,050)
|
|
7,734
|
Depreciation and
amortization of real estate investments
|
|
56,737
|
|
44,175
|
Impairment of
depreciable real estate
|
|
448
|
|
0
|
Loss (gain) on
disposition of depreciable real estate, net
|
|
213
|
|
(21,473)
|
FFO
|
|
45,348
|
|
30,436
|
FFO at DDR's
ownership interests
|
|
7,017
|
|
8,743
|
Operating FFO at
DDR's ownership interests
|
|
7,022
|
|
9,095
|
|
|
|
|
|
|
Net (loss) income at
DDR's ownership interests
|
|
(247)
|
|
4,731
|
Basis
differences
|
|
308
|
|
759
|
Equity in net income
of joint ventures
|
|
$61
|
|
$5,490
|
|
|
|
|
|
|
|
|
|
|
|
|
DDR
Corp.
|
Balance
Sheet: Unconsolidated Interests at 100%
|
|
|
|
|
$ in
thousands
|
|
At Quarter
End
|
|
|
|
1Q15
|
|
4Q14
|
Assets:
|
|
|
|
|
Land
|
|
$1,359,918
|
|
$1,439,849
|
Buildings
|
|
3,589,210
|
|
3,854,585
|
Fixtures and tenant
improvements
|
|
180,389
|
|
200,696
|
|
|
|
5,129,517
|
|
5,495,130
|
Less: Accumulated
depreciation
|
|
(736,867)
|
|
(773,256)
|
|
|
|
4,392,650
|
|
4,721,874
|
Land held for
development and construction in progress
|
|
53,597
|
|
55,698
|
Real estate,
net
|
|
4,446,247
|
|
4,777,572
|
Cash and restricted
cash
|
|
82,012
|
|
100,812
|
Receivables,
including straight-line rent, net
|
|
47,767
|
|
80,508
|
Other assets,
net
|
|
373,758
|
|
394,751
|
Total
Assets
|
|
4,949,784
|
|
5,353,643
|
|
|
|
|
|
|
Liabilities and
Equity:
|
|
|
|
|
Mortgage
debt
|
|
3,282,124
|
|
3,552,764
|
Notes and accrued
interest payable to DDR
|
|
3,077
|
|
144,831
|
Other
liabilities
|
|
202,378
|
|
276,998
|
Total
Liabilities
|
|
3,487,579
|
|
3,974,593
|
|
|
|
|
|
|
Redeemable preferred
equity
|
|
307,563
|
|
305,310
|
Accumulated
equity
|
|
1,154,642
|
|
1,073,740
|
Total Liabilities
and Equity
|
|
$4,949,784
|
|
$5,353,643
|
|
|
|
|
|
|
|
|
|
DDR
Corp.
|
Financial
Statements: Footnotes
|
|
|
|
$ in millions, except
per share
|
|
Three Months
Ended
|
Includes discontinued
operations
|
|
1Q15
|
|
1Q14
|
|
|
|
|
|
|
(1)
|
Minimum
rents:
|
|
|
|
|
|
Straight-line rent,
net
|
|
$1.4
|
|
$1.0
|
|
Below-market rent,
net
|
|
0.3
|
|
(0.1)
|
|
Ground lease
revenue
|
|
9.1
|
|
7.9
|
|
|
|
|
|
|
(2)
|
Other
revenues:
|
|
|
|
|
|
Lease termination
fees
|
|
0.2
|
|
1.3
|
|
Other
miscellaneous
|
|
0.2
|
|
0.2
|
|
|
|
|
|
|
(3)
|
Operating
expenses:
|
|
|
|
|
|
Recoverable expenses
(2014 excludes sold assets)
|
|
(70.7)
|
|
(62.9)
|
|
Non-recoverable
expenses (2014 excludes sold assets)
|
|
(5.7)
|
|
(7.7)
|
|
Straight-line ground
rent expense
|
|
(0.3)
|
|
(0.3)
|
|
Expensed costs of
suspended developments
|
|
(0.1)
|
|
(0.4)
|
|
|
|
|
|
|
(4)
|
Non-cash interest
expense:
|
|
|
|
|
|
Convertible debt
accretion
|
|
(2.9)
|
|
(2.8)
|
|
Debt fair value
amortization
|
|
5.3
|
|
4.2
|
|
Loan cost
amortization
|
|
(2.5)
|
|
(3.2)
|
|
Interest expense
(capitalized)
|
|
1.6
|
|
1.8
|
|
|
|
|
|
|
(5)
|
General and
administrative expenses:
|
|
|
|
|
|
Stock compensation
expenses
|
|
(2.2)
|
|
(1.9)
|
|
Internal leasing
expenses
|
|
(2.0)
|
|
(1.9)
|
|
Construction
administrative costs (capitalized)
|
|
2.4
|
|
2.4
|
|
|
|
|
|
|
(6)
|
Other income
(expense):
|
|
|
|
|
|
Transactions and
other, net
|
|
(0.1)
|
|
(4.0)
|
|
Litigation
expenses
|
|
(0.0)
|
|
(0.2)
|
|
Debt extinguishment,
net
|
|
(3.3)
|
|
(0.0)
|
|
|
|
|
|
|
(7)
|
Impairment
charges:
|
|
|
|
|
|
Assets marketed for
sale
|
|
(179.7)
|
|
(10.4)
|
|
Land previously held
for development
|
|
(99.3)
|
|
(0.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DDR
Corp.
|
Financial
Statements: Footnotes
|
|
|
|
$ in millions, except
per share
|
|
Three Months
Ended
|
Includes discontinued
operations
|
|
1Q15
|
|
1Q14
|
|
|
|
|
|
|
(8)
|
Discontinued
operations (2014):
|
|
|
|
|
|
Revenues
|
|
n/a
|
|
$14.1
|
|
Expenses
|
|
n/a
|
|
(7.6)
|
|
Impairments
|
|
n/a
|
|
(8.5)
|
|
Depreciation
|
|
n/a
|
|
(5.7)
|
|
Gain on disposition
of real estate, net
|
|
n/a
|
|
10.7
|
|
Net income
|
|
n/a
|
|
3.0
|
|
|
|
|
|
|
(9)
|
Non-controlling
interests:
|
|
|
|
|
|
FFO attributable to
non-controlling interests
|
|
(0.7)
|
|
(0.2)
|
|
Operating FFO
attributable to non-controlling interests
|
|
(0.3)
|
|
(0.2)
|
|
|
|
|
|
|
(10)
|
Non-operating
items excluded from Operating FFO:
|
|
|
|
|
|
Non-cash impairment
charges – non-depreciable assets
|
|
99.3
|
|
9.5
|
|
Transaction,
litigation, debt extinguishment, other, net
|
|
3.9
|
|
4.8
|
|
Joint ventures
–currency, other
|
|
0.0
|
|
0.4
|
|
Non-cash gain on
change in control of interests
|
|
(14.3)
|
|
0.0
|
|
Tax expense
(primarily Puerto Rico restructuring)
|
|
4.4
|
|
0.0
|
|
Loss on sale of
non-depreciable real estate, net
|
|
0.6
|
|
0.2
|
|
|
|
93.9
|
|
14.9
|
(11)
|
Outstanding per
share information:
|
|
|
|
|
|
Common shares (at
quarter end)
|
|
361.0
|
|
359.3
|
|
OP units (at quarter
end)
|
|
1.4
|
|
0.4
|
|
Total shares and
units (at quarter end)
|
|
362.4
|
|
359.7
|
|
Weighted average
shares and units – Basic & Diluted – EPS
|
|
359.8
|
|
357.6
|
|
Weighted average
shares and units – Basic – FFO & OFFO
|
|
362.4
|
|
359.6
|
|
Assumed conversion of
dilutive securities
|
|
0.6
|
|
0.5
|
|
Weighted average
shares and units – Diluted – FFO & OFFO
|
|
363.0
|
|
360.1
|
|
Earnings per common
share – Basic & Diluted
|
|
$(0.69)
|
|
$(0.07)
|
|
FFO per share –
Basic
|
|
$0.04
|
|
$0.24
|
|
FFO per share –
Diluted
|
|
$0.04
|
|
$0.24
|
|
Operating FFO per
share – Diluted
|
|
$0.30
|
|
$0.28
|
|
Common stock
dividends declared, per share
|
|
$0.1725
|
|
$0.155
|
|
|
|
|
|
|
(12)
|
Intangible assets,
net (at quarter and year end)
|
|
364.4
|
|
389.2
|
|
|
|
|
|
|
(13)
|
Below-market
leases, net (at quarter and year end)
|
|
139.3
|
|
139.3
|
|
|
|
|
|
|
|
|
|
DDR
Corp.
|
Financial
Statements: Footnotes
|
|
|
|
Additional
financial information:
|
|
Three Months
Ended
|
|
|
|
1Q15
|
|
1Q14
|
|
Capital
expenditures (DDR share):
|
|
|
|
|
|
Retenanting
|
|
$12.0
|
|
$11.4
|
|
Maintenance –
total
|
|
1.5
|
|
1.1
|
|
Maintenance PSF of
owned GLA – non reimbursable
|
|
0.02
|
|
0.03
|
|
|
|
|
|
|
|
Miscellaneous
(DDR share):
|
|
|
|
|
|
Est. value of land
owned adjacent to existing centers (at 3/31/15)
|
|
$26.5
|
|
|
|
Cost basis of
headquarters (non-income producing, at quarter end)
|
|
40.0
|
|
|