Current Report Filing (8-k)
October 14 2015 - 9:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 14, 2015
DDR Corp.
(Exact name
of registrant as specified in charter)
|
|
|
|
|
| Ohio |
|
1-11690 |
|
34-1723097 |
| (State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
| 3300 Enterprise Parkway, Beachwood, Ohio |
|
44122 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (216) 755-5500
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
DDR Corp. is filing herewith the following exhibits to its Registration
Statement on Form S-3 (Registration No. 333-205059):
1. Computation of Ratio of Earnings to Fixed Charges; and
2. Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
| Exhibit
Number |
|
Description |
|
|
| 12.1 |
|
Computation of Ratio of Earnings to Fixed Charges |
|
|
| 12.2 |
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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|
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| DDR CORP. |
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|
| By: |
|
/s/ Christa A. Vesy |
|
|
Christa A. Vesy |
|
|
Executive Vice President and Chief Accounting Officer |
Date: October 14, 2015
EXHIBIT INDEX
|
|
|
| Exhibit
Number |
|
Description |
|
|
| 12.1 |
|
Computation of Ratio of Earnings to Fixed Charges |
|
|
| 12.2 |
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends |
Exhibit 12.1
DDR Corp.
COMPUTATION OF RATIO OF
EARNINGS TO FIXED CHARGES
(Amounts in Thousands)
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|
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|
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| |
|
Year Ended December 31, |
|
|
Six Months Ended
June 30, |
|
| |
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2014 |
|
|
2015 |
|
| Pretax (loss) income from continuing operations |
|
$ |
(122,886 |
) |
|
$ |
(1,469 |
) |
|
$ |
35,166 |
|
|
$ |
24,571 |
|
|
$ |
26,022 |
|
|
$ |
49,487 |
|
|
$ |
(218,394 |
) |
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|
|
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|
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|
|
|
|
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| Fixed charges: |
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|
|
|
|
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|
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| Interest expense including amortization of deferred costs and capitalized interest |
|
$ |
248,586 |
|
|
$ |
249,907 |
|
|
$ |
236,716 |
|
|
$ |
242,614 |
|
|
$ |
255,744 |
|
|
$ |
129,824 |
|
|
$ |
127,506 |
|
| Appropriate portion of rentals representative of the interest factor |
|
|
1,610 |
|
|
|
1,407 |
|
|
|
1,405 |
|
|
|
1,338 |
|
|
|
1,278 |
|
|
|
667 |
|
|
|
583 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
| Total fixed charges |
|
$ |
250,196 |
|
|
$ |
251,314 |
|
|
$ |
238,121 |
|
|
$ |
243,952 |
|
|
$ |
257,022 |
|
|
$ |
130,491 |
|
|
$ |
128,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capitalized interest during the period |
|
|
(12,232 |
) |
|
|
(12,693 |
) |
|
|
(13,327 |
) |
|
|
(8,789 |
) |
|
|
(8,678 |
) |
|
|
(3,987 |
) |
|
|
(3,199 |
) |
| Amortization of capitalized interest during the period |
|
|
7,855 |
|
|
|
8,278 |
|
|
|
8,722 |
|
|
|
9,015 |
|
|
|
9,304 |
|
|
|
4,574 |
|
|
|
4,705 |
|
| Equity Company Adjustments |
|
|
(5,600 |
) |
|
|
(13,734 |
) |
|
|
(35,250 |
) |
|
|
(6,819 |
) |
|
|
(10,989 |
) |
|
|
(6,621 |
) |
|
|
(1,703 |
) |
| Equity Company Adjustments Distributed Income |
|
|
7,334 |
|
|
|
9,424 |
|
|
|
13,165 |
|
|
|
15,116 |
|
|
|
10,749 |
|
|
|
3,314 |
|
|
|
4,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings before income taxes and fixed charges |
|
$ |
124,667 |
|
|
$ |
241,120 |
|
|
$ |
246,597 |
|
|
$ |
277,046 |
|
|
$ |
283,430 |
|
|
$ |
177,258 |
|
|
$ |
(86,481 |
) |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
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|
|
| Ratio of earnings to fixed charges |
|
|
(a) |
|
|
|
(b) |
|
|
|
1.0 |
|
|
|
1.1 |
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|
1.1 |
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|
|
1.4 |
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|
(c) |
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| (a) |
Due to the pretax loss from continuing operations for the year ended December 31, 2010, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $125.5 million to achieve a
coverage of 1:1. |
The pretax loss from continuing operations for the year ended December 31, 2010, includes consolidated
impairment charges of $84.9 million and losses on equity derivative instruments of $40.2 million, which together aggregate $125.1 million.
| (b) |
Due to the pretax loss from continuing operations for the year ended December 31, 2011, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $10.2 million to achieve a coverage
of 1:1. |
The pretax loss from continuing operations for the year ended December 31, 2011, includes consolidated impairment
charges of $63.2 million and impairment charges of joint venture investments of $2.9 million, which together aggregate $66.1 million.
| (c) |
Due to the pretax loss from continuing operations for the six months ended June 30, 2015, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $214.6 million to achieve a
coverage of 1:1. |
The pretax loss from continuing operations for the six months ended June 30, 2015, includes
consolidated impairment charges of $279.0 million, that are discussed in our Quarterly Report on Form 10-Q for the six months ended June 30, 2015.
Exhibit 12.2
DDR Corp.
COMPUTATION OF RATIO OF
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(Amounts in Thousands)
|
|
|
|
|
|
|
|
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| |
|
Year Ended December 31, |
|
|
Six Months Ended
June 30, |
|
| |
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2014 |
|
|
2015 |
|
| Pretax (loss) income from continuing operations |
|
$ |
(122,886 |
) |
|
$ |
(1,469 |
) |
|
$ |
35,166 |
|
|
$ |
24,571 |
|
|
$ |
26,022 |
|
|
$ |
49,487 |
|
|
$ |
(218,394 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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| Fixed charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense including amortization of deferred costs and capitalized interest |
|
$ |
248,586 |
|
|
$ |
249,907 |
|
|
$ |
236,716 |
|
|
$ |
242,614 |
|
|
$ |
255,744 |
|
|
$ |
129,824 |
|
|
$ |
127,506 |
|
| Appropriate portion of rentals representative of the interest factor |
|
|
1,610 |
|
|
|
1,407 |
|
|
|
1,405 |
|
|
|
1,338 |
|
|
|
1,278 |
|
|
|
667 |
|
|
|
583 |
|
| Write-off of preferred share original issuance costs |
|
|
— |
|
|
|
6,402 |
|
|
|
5,804 |
|
|
|
5,246 |
|
|
|
1,943 |
|
|
|
1,943 |
|
|
|
— |
|
| Preferred Dividends |
|
|
42,269 |
|
|
|
31,587 |
|
|
|
28,645 |
|
|
|
27,721 |
|
|
|
24,054 |
|
|
|
12,867 |
|
|
|
11,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total fixed charges |
|
$ |
292,465 |
|
|
$ |
289,303 |
|
|
$ |
272,570 |
|
|
$ |
276,919 |
|
|
$ |
283,019 |
|
|
$ |
145,301 |
|
|
$ |
139,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capitalized interest during the period |
|
$ |
(12,232 |
) |
|
$ |
(12,693 |
) |
|
$ |
(13,327 |
) |
|
$ |
(8,789 |
) |
|
$ |
(8,678 |
) |
|
$ |
(3,987 |
) |
|
$ |
(3,199 |
) |
| Write-off of preferred share original issuance costs |
|
|
— |
|
|
|
(6,402 |
) |
|
|
(5,804 |
) |
|
|
(5,246 |
) |
|
|
(1,943 |
) |
|
|
(1,943 |
) |
|
|
— |
|
| Preferred Dividends |
|
|
(42,269 |
) |
|
|
(31,587 |
) |
|
|
(28,645 |
) |
|
|
(27,721 |
) |
|
|
(24,054 |
) |
|
|
(12,867 |
) |
|
|
(11,188 |
) |
| Amortization of capitalized interest during the period |
|
|
7,855 |
|
|
|
8,278 |
|
|
|
8,722 |
|
|
|
9,015 |
|
|
|
9,304 |
|
|
|
4,574 |
|
|
|
4,705 |
|
| Equity Company Adjustments |
|
|
(5,600 |
) |
|
|
(13,734 |
) |
|
|
(35,250 |
) |
|
|
(6,819 |
) |
|
|
(10,989 |
) |
|
|
(6,621 |
) |
|
|
(1,703 |
) |
| Equity Company Adjustments Distributed Income |
|
|
7,334 |
|
|
|
9,424 |
|
|
|
13,165 |
|
|
|
15,116 |
|
|
|
10,749 |
|
|
|
3,314 |
|
|
|
4,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings before income taxes and fixed charges |
|
$ |
124,667 |
|
|
$ |
241,120 |
|
|
$ |
246,597 |
|
|
$ |
277,046 |
|
|
$ |
283,430 |
|
|
$ |
177,258 |
|
|
$ |
(86,481 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ratio of earnings to combined fixed charges and preferred dividends |
|
|
(a) |
|
|
|
(b) |
|
|
|
(c) |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
1.2 |
|
|
|
(d) |
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|
|
|
|
| (a) |
Due to the pretax loss from continuing operations for the year ended December 31, 2010, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $167.8 million to achieve a
coverage of 1:1. |
The pretax loss from continuing operations for the year ended December 31, 2010, includes consolidated
impairment charges of $84.9 million and losses on equity derivative instruments of $40.2 million, which together aggregate $125.1 million.
| (b) |
Due to the pretax loss from continuing operations for the year ended December 31, 2011, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $48.2 million to achieve a
coverage of 1:1. |
The pretax loss from continuing operations for the year ended December 31, 2011, includes consolidated
impairment charges of $63.2 million and impairment charges of joint venture investments of $2.9 million, which together aggregate $66.1 million.
| (c) |
For the year ended December 31, 2012, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $26.0 million to achieve a coverage of 1:1. |
The pretax income from continuing operations for the year ended December 31, 2012, includes consolidated impairment charges of $46.7
million and impairment charges of joint venture investments of $26.7 million, which together aggregate $73.4 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2014, as amended.
| (d) |
Due to the pretax loss from continuing operations for the six months ended June 30, 2015, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $225.8 million to achieve a
coverage of 1:1. |
The pretax loss from continuing operations for the six months ended June 30, 2015, includes
consolidated impairment charges of $279.0 million, that are discussed in our Quarterly Report on Form 10-Q for the six months ended June 30, 2015.
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