EX-99.1 2 l27073aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
DEVELOPERS DIVERSIFIED REALTY CORPORATION
For Immediate Release:
         
Contact:
  Scott A. Wolstein   Michelle M. Dawson
 
  Chairman and   Vice President of Investor Relations
 
  Chief Executive Officer   216-755-5455
 
  216-755-5500    
DEVELOPERS DIVERSIFIED REALTY REPORTS AN INCREASE OF 27.3%
IN DILUTED FFO PER SHARE FOR THE QUARTER ENDED JUNE 30, 2007
CLEVELAND, OHIO, July 24, 2007 - Developers Diversified Realty Corporation (NYSE: DDR), the nation’s leading owner, manager and developer of market-dominant community centers, today reported operating results for the second quarter ended June 30, 2007.
    Funds From Operations (“FFO”) per diluted share increased 27.3% to $1.26 and net income per diluted share increased 50.8% to $0.89 for the three-months ended June 30, 2007, as compared to the prior year.
 
    Executed leases during the second quarter totaled approximately 1.9 million square feet, including 140 new leases and 264 renewals.
 
    On a cash basis, base rental rates increased 30.3% on new leases, 7.4% on renewals and 11.3% overall.
 
    Core portfolio leased percentage at June 30, 2007 was 95.9%.
 
    Same store net operating income (“NOI”) for the six-month period increased 2.2% over the prior-year comparable period.
Scott Wolstein, DDR’s Chairman and Chief Executive Officer stated, “We’re pleased to announce this quarter’s results, which reflect the consistent performance of our core portfolio and the successful execution of several strategic transactions. Now, five months after closing the IRRETI acquisition, we have completed all of the major objectives we previously announced to the market, which, in turn, have accomplished our primary goal: to complete a large, accretive transaction in a manner that improves portfolio quality and overall leverage ratios.”
Financial Results:
For the three-months ended June 30, 2007, FFO, a widely accepted measure of a Real Estate Investment Trust (“REIT”) performance, on a per share basis was $1.26 (diluted) and $1.27 (basic) as compared to $0.99 (basic and diluted) for the same period in the previous year. FFO available to common shareholders was $159.3 million, as compared to $109.8 million for the three-months ended June 30, 2007 and 2006, respectively, an increase of 45.1%. Net income available to common shareholders was $111.4 million or $0.89 per share (diluted) and $0.90 per share (basic) for the three-months ended June 30, 2007, as compared to $64.9 million, or $0.59 per share (diluted and basic) for the prior-year comparable period. The increase in net income and FFO for the three-months ended June 30, 2007, is primarily related to an increase in the gain on sale of assets including those recognized through the Company’s merchant build program, promoted income of approximately $13.6 million earned from one of the Company’s joint ventures in the second quarter and a full quarter of operating results from the merger with Inland Retail Real Estate Trust, Inc. (“IRRETI”).

 


 

For the six-months ended June 30, 2007, FFO, on a per share basis was $2.18 (diluted) and $2.19 (basic) as compared to $1.76 (diluted) and $1.77 (basic) for the same period in the previous year, an increase of 23.9% on a diluted basis. FFO available to common shareholders was $265.4 million, as compared to $196.0 million for the six-months ended June 30, 2007 and 2006, respectively, an increase of 35.4%. Net income available to common shareholders was $160.2 million or $1.33 per share (diluted) and $1.34 per share (basic) for the six-months ended June 30, 2007, as compared to $100.9 million, or $0.92 per share (diluted and basic) for the prior-year comparable period. The increase in net income for the six-months ended June 30, 2007, is primarily related to the merger with IRRETI, the release of certain valuation reserves and an increase in the gain on sale of assets including those recognized through the Company’s merchant build program and promoted income of approximately $13.6 million earned from one of the Company’s joint ventures in the second quarter of 2007.
FFO is a supplemental non-GAAP financial measurement used as a standard in the real estate industry. 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, 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 Company’s 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 dividends, (ii) gains (or losses) from disposition of depreciable real estate property, except for those sold through the Company’s merchant building program, (iii) sales of securities, (iv) extraordinary items, (v) cumulative effect of changes in accounting standards and (vi) 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 minority equity investments and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and minority equity investments, determined on a consistent basis. Other real estate companies may calculate FFO in a different manner. A reconciliation of net income to FFO is presented in the financial highlights section.
Leasing:
The following results from the second quarter ended June 30, 2007, highlight continued strong leasing activity throughout the portfolio:
    Executed 140 new leases aggregating 713,318 square feet and 264 renewals aggregating 1,172,733 square feet.
 
    On a cash basis, rental rates on new leases increased 30.3% and rental rates on renewals increased 7.4%. Overall, rental rates for new leases and renewals increased 11.3%.
 
    Total portfolio average annualized base rent per occupied square foot as of June 30, 2007 was $12.46, as compared to $11.62 at June 30, 2006.
 
    Portfolio leased rate was 96.0% as of June 30, 2007 as compared to 96.2% at June 30, 2006.
The Company currently estimates its total annual recurring capital expenditures, including tenant improvements and tenant allowances, to be approximately $24.0 million ($0.21 psf of owned GLA) in 2007. This figure includes aggregate expenditures anticipated at properties held in joint ventures.

 


 

Strategic Real Estate Transactions:
DDR Domestic Retail Fund I
In the second quarter of 2007, the Company formed DDR Domestic Retail Fund I (“the Fund”), a sponsored, fully-seeded commingled fund. The Fund acquired 63 shopping center assets aggregating 8.3 million square feet (“the Portfolio”) from the Company and a joint venture for approximately $1.5 billion. The Portfolio is comprised of 54 assets recently acquired by the Company through its acquisition of IRRETI, seven assets formerly held in a joint venture with Kuwait Financial Centre (“KFC I”), and two assets from the Company’s wholly-owned portfolio. The Company recognized a non-FFO gain of approximately $9.6 million, net of its 20% retained interest, from the sale of the two wholly-owned assets. The KFC I joint venture recorded a gain of approximately $90.2 million. The Company’s proportionate share of approximately $18.0 million of the joint venture gain was deferred as the Company retained an effective 20% ownership interest in these assets. The Company remains responsible for all day-to-day operations of the properties and receives fees for asset management and property management, leasing, construction management and ancillary income in addition to a promoted interest. Due to the sale of the assets from the KFC I joint venture, the Company recognized a promote of approximately $13.6 million, which is included in the Company’s second quarter 2007 net income and FFO.
Dividend Capital Total Realty Trust Joint Venture
In the second quarter of 2007, the Company formed a $161.5 million joint venture with Dividend Capital Total Realty Trust. The Company contributed three recently developed assets aggregating 0.7 million of Company-owned square feet to the joint venture. The Company recorded an after-tax merchant build gain, net of its 10% retained interest, of approximately $45.6 million, which is included in the Company’s second quarter FFO. The Company retained an effective 10% ownership and receives asset management and property management fees, plus fees on leasing and ancillary income. In addition, the Company will receive a promoted interest above a 9.5% leveraged threshold return.
Dispositions:
In addition to the sale of assets to the two joint ventures discussed above, the Company sold 52 shopping center properties, aggregating 5.4 million square feet for approximately $448.7 million and recognized a non-FFO gain of approximately $10.8 million in the second quarter of 2007. An additional 11 assets associated with this transaction are expected to sell in the third quarter of 2007 for approximately $154.3 million.
Common Share Repurchase Program:
During the second quarter of 2007, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company may purchase up to a maximum value of $500 million of its common shares during the next two years.

 


 

Development (Wholly-Owned and Consolidated Joint Ventures):
The Company currently has the following shopping center projects under construction.
Wholly-Owned and Consolidated Joint Venture Developments
Currently in Progress
                         
                    Substantial    
    Total     Gross Cost     Completion    
Property   GLA     ($Millions)     Date   Description
Ukiah (Mendocino), California
    669,406     $ 113.5     2009   Community Center
Miami, Florida
    644,999       155.7     2006-2009   Mixed Use
Tampa (Brandon), Florida
    370,700       70.7     2008   Community Center
Douglasville, Georgia
    124,200       22.4     2008   Community Center
Nampa, Idaho
    829,975       147.0     2007-2008   Community Center
Chicago (McHenry), Illinois
    454,378       73.3     2007   Community Center
Boston, Massachusetts (Seabrook, New Hampshire)
    461,825       74.5     2009   Community Center
Elmira (Horseheads), New York
    668,619       77.1     2007-2008   Community Center
Raleigh (Apex), North Carolina (Promenade)
    87,780       20.2     2008   Community Center
Raleigh (Apex), North Carolina Beaver Creek Crossing, (Phase II)
    283,217       52.3     2009   Community Center
San Antonio (Stone Oak), Texas
    665,229       93.4     2007   Hybrid Center
 
                   
Total
    5,260,328     $ 900.1          
 
                   
The Company anticipates commencing construction in 2007 on the following additional shopping centers:
Wholly-Owned and Consolidated Joint Venture Developments
to Commence Construction in 2007
                         
                    Substantial    
    Total     Gross Cost     Completion    
Property   GLA_     ($Millions)     Date   Description
Homestead, Florida
    398,759     $ 95.2     2008   Community Center
Tampa (Wesley Chapel), Florida
    95,408       17.4     2008   Community Center
Atlanta (Union City), Georgia
    200,000       47.5     2008   Community Center
Gulfport, Mississippi
    703,379       91.2     2008   Hybrid Center
Isabela, Puerto Rico
    290,085       57.1     2009   Community Center
Austin (Kyle), Texas
    778,415       97.2     2009   Community Center
 
                   
Total
    2,466,046     $ 405.6          
 
                   
At June 30, 2007, $525.5 million of costs were incurred in relation to the Company’s eleven development projects under construction and the six that will commence construction in 2007.
In addition to these developments, the Company has identified several additional development opportunities reflecting an aggregate estimated cost of over $1 billion. While there are no assurances any of these projects will move forward, they provide a source of potential development projects over the next several years. As of June 30, 2007, the projected unleveraged GAAP return, on the Company’s aggregate development and redevelopment pipeline is approximately 10%.

 


 

Development (Joint Ventures):
The Company’s joint ventures have the following shopping center projects under construction. At June 30, 2007, $159.5 million of costs had been incurred in relation to these development projects.
Joint Venture Developments
Currently in Progress
                                     
        DDR's                        
    Joint   Effective             Gross     Substantial    
    Venture   Ownership     Total     Cost     Completion    
Property   Partner   Percentage     GLA     ($Millions)     Date   Description
Kansas City (Merriam), Kansas
  Coventry II     20.0 %     280,516     $ 71.0     2008   Community Center
Detroit (Bloomfield Hills), Michigan
  Coventry II     10.0 %     882,197       335.6     2008-2009   Lifestyle Center
Dallas (Allen), Texas
  Coventry II     10.0 %     521,413       167.6     2008   Lifestyle Center
Manaus, Brazil
  Sonae Sierra     47.2 %     477,630       95.7     2009   Enclosed Mall
 
                               
 
                2,161,756     $ 669.9          
 
                               
The Company’s joint venture with Sonae Sierra anticipates commencing construction on a 350,000 square foot enclosed mall in Uberlandia, Brazil, with an estimated gross cost of $69.9 million.
Redevelopments and Expansions (Wholly-Owned and Consolidated Joint Ventures):
The Company is currently expanding/redeveloping the following shopping centers at a projected aggregate gross cost of approximately $93.9 million. At June 30, 2007, approximately $20.1 million of costs had been incurred in relation to these projects.
Wholly-Owned and Consolidated Joint Venture Redevelopments and Expansions
Currently in Progress
     
Property   Description
Gadsden, Alabama
  Redevelop 64,400 sf retail building
Crystal River, Florida
  Construct 24,000 sf of retail shops
Miami (Plantation), Florida
  Redevelop shopping center to include Kohl’s and additional junior anchors
Tallahassee, Florida
  Redevelop former Lowe’s Home Improvement space
Ottumwa, Iowa
  Redevelop former Wal-Mart space
Chesterfield, Michigan
  Construct 25,400 sf of small shop space and retail space
Gaylord, Michigan
  Redevelop former Wal-Mart space
Hamilton, New Jersey
  Construct 22,500 sf of junior anchor space and retail shops
Olean, New York
  Wal-Mart expansion and tenant relocation
Akron (Stow), Ohio
  Redevelop former K-Mart space and develop new outparcels
Milwaukee (Brookfield),
   
Wisconsin
  Construct 15,000 sf multi-tenant outparcel building

 


 

The Company anticipates commencing construction on the following redevelopment and expansion projects in the next year:
Wholly-Owned and Consolidated Joint Venture Redevelopments and Expansions
to Commence Construction in 2007
     
Property   Description
Louisville, Kentucky
  Construct 6,000 sf multi-tenant outparcel building for retail shops
Gulfport, Mississippi
  Construct bank pad, retail shops and restaurants on 4.4 acre outparcel
Dayton (Huber Heights), Ohio
  Construct 45,000 sf junior anchor
Buffalo (Amherst), New York
  Construct 5,300 sf multi-tenant outparcel building for retail shops
Fayetteville, North Carolina
  Reconfigure 18,000 sf of in-line space; construct multi-tenant outparcel building
Allentown, Pennsylvania
  Construct 20,000 sf multi-tenant outparcel building for retail shops
Hatillo, PR
  Construct 21,000 sf of junior anchor space
San Juan (Bayamon), PR
(Plaza Del Sol)
  Construct 144,000 sf of junior anchor space and retail shops
San Juan, PR
  Redemise shop space and construct a food court
Dallas (McKinney), Texas
  Construct 87,757 sf of retail shops and outparcels
Redevelopments and Expansions (Joint Ventures):
The Company’s joint ventures are currently expanding/redeveloping the following shopping centers at a projected gross cost of $567.6 million, which includes the initial acquisition costs for the Coventry II redevelopment projects. At June 30, 2007, approximately $448.5 million of costs had been incurred in relation to these projects.
Joint Venture Redevelopment and Expansion Projects
Currently in Progress
                 
        DDR’s    
        Effective    
    Joint Venture   Ownership    
Property   Partner   Percentage   Description
Phoenix, Arizona
  Coventry II     20.0 %   Large-scale redevelopment of enclosed mall to open-air format
Buena Park, California
  Coventry II     20.0 %   Large-Scale redevelopment of enclosed mall to open-air format
Los Angeles (Lancaster),
California
  Prudential Real
Estate Investors
    20.0 %   Relocate Wal-Mart and redevelop former Wal-Mart space
Benton Harbor,
Michigan
  Coventry II     20.0 %   Construct 89,000 sf of anchor space and retail shops
Kansas City, Missouri
Cincinnati, Ohio
  Coventry II
Coventry II/Thor
Equities
    20.0
18.0
%
%
  Relocate retail shops and retenant former retail shop space Redevelop former JC Penney space
Cleveland (Macedonia),
Ohio
  Ohio State
Teachers Retirement
    50.0 %   Retenant former retail shop
space

 


 

     The Company’s joint ventures anticipate commencing expansion/redevelopment projects at the following shopping centers:
Joint Venture Redevelopment and Expansion Projects
to Commence Construction in 2007
                 
        DDR’s    
        Effective    
    Joint Venture   Ownership    
Property   Partner   Percentage   Description
Chicago (Deer
Park), Illinois
  Prudential Real
Estate Investors
    25.75 %   Retenant former retail shop space with junior anchor and construct 13,500 sf multi-tenant outparcel building
 
               
Seattle (Kirkland),
Washington
  Coventry II     20.00 %   Large-scale redevelopment of shopping center
 
               
Sao Paulo (Sao
Bernado de Campo),
Brazil
  Sonae Sierra     47.20 %   Expansion and renovation of the existing mall to accommodate theater tenant and redesign of the food court
Financings:
In April 2007, the Company redeemed all outstanding shares of its 8.6% Class F Cumulative Redeemable Preferred Shares, aggregating $150 million, at a redemption price of $25.10750 per Class F Preferred Share (the sum of $25.00 per share and a dividend per share of $0.10750 prorated to the redemption date). The Company recorded a non-cash charge to net income available to common shareholders of approximately $5.4 million in the second quarter of 2007 relating to original issuance costs.
During the second quarter of 2007, the Company received net cash proceeds of approximately $1.6 billion relating to the sale of assets to joint ventures and third parties. These proceeds were used to repay the balance outstanding on the Inland bridge financing of $550 million, redemption of $484 million, net, of preferred operating partnership units and the balance of $0.6 billion was used to repay revolving credit facility borrowings.
Developers Diversified currently owns and manages over 735 retail operating and development properties in 45 states, plus Puerto Rico and Brazil, totaling 155.5 million square feet. Developers Diversified Realty is a self-administered and self-managed real estate investment trust (REIT) operating as a fully integrated real estate company which acquires, develops, leases and manages shopping centers.
A copy of the Company’s Supplemental Financial/Operational package is available to all interested parties upon request at our corporate office to Michelle M. Dawson, Vice President of Investor Relations, Developers Diversified Realty Corporation, 3300 Enterprise Parkway, Beachwood, OH 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 21 E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including, among other factors, local conditions such as oversupply of space or a reduction in demand for real estate in the area, competition from other available space, dependence on rental income from real property, the loss of a major tenant, constructing properties or

 


 

expansions that produce a desired yield on investment or inability to enter into definitive agreements with regard to our financing arrangements or our failure to satisfy conditions to the completion of these arrangements. For more details on the risk factors, please refer to the Company’s Form on 10-K as of December 31, 2006.

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands — except per share data)
                                 
    Three-Month Period     Six-Month Period  
    Ended June 30,     Ended June 30,  
    2007     2006     2007     2006  
Revenues:
                               
Minimum rents (A)
  $ 177,342     $ 132,972     $ 328,626     $ 264,441  
Percentage and overage rents (A)
    1,593       1,600       3,607       3,663  
Recoveries from tenants
    56,461       42,145       102,587       82,035  
Ancillary and other property income
    4,290       4,464       8,995       8,743  
Management, development and other fee income
    11,996       6,596       21,078       12,955  
Other (B)
    3,746       1,250       11,455       8,208  
 
                       
 
    255,428       189,027       476,348       380,045  
 
                       
Expenses:
                               
Operating and maintenance
    35,092       27,259       62,720       51,695  
Real estate taxes
    30,771       21,694       56,952       43,458  
General and administrative (C)
    19,161       15,422       40,678       30,832  
Depreciation and amortization
    54,772       45,217       107,225       89,563  
 
                       
 
    139,796       109,592       267,575       215,548  
 
                       
Other income (expense):
                               
Interest income
    2,500       2,849       6,182       5,955  
Interest expense
    (74,462 )     (52,812 )     (135,452 )     (103,790 )
Other (expense) income (D)
    (225 )     1,167       (450 )     667  
 
                       
 
    (72,187 )     (48,796 )     (129,720 )     (97,168 )
 
                       
Income before equity in net income of joint ventures, minority equity interests, income tax benefit of taxable REIT subsidiaries and franchise taxes, discontinued operations and gain on disposition of real estate
    43,445       30,639       79,053       67,329  
Equity in net income of joint ventures (E)
    21,602       4,619       27,883       10,088  
Minority equity interests (F)
    (7,876 )     (1,947 )     (13,715 )     (4,221 )
Income tax benefit of taxable REIT subsidiaries and franchise taxes (G)
    709       2,793       15,770       2,360  
 
                       
Income from continuing operations
    57,880       36,104       108,991       75,556  
Income from discontinued operations (H)
    15,545       2,694       20,960       5,744  
 
                       
Income before gain on disposition of real estate
    73,425       38,798       129,951       81,300  
Gain on disposition of real estate, net of tax
    54,012       39,937       60,022       47,162  
 
                       
Net income
  $ 127,437     $ 78,735     $ 189,973     $ 128,462  
 
                       
Net income, applicable to common shareholders
  $ 111,429     $ 64,943     $ 160,173     $ 100,878  
 
                       
Funds From Operations (“FFO”):
                               
Net income applicable to common shareholders
  $ 111,429     $ 64,943     $ 160,173     $ 100,878  
Depreciation and amortization of real estate investments
    54,136       45,804       106,584       90,836  
Equity in net income of joint ventures (E)
    (21,602 )     (4,619 )     (27,883 )     (10,088 )
Joint ventures’ FFO (E)
    31,313       9,342       44,872       19,281  
Minority equity interests (OP Units) (F)
    569       534       1,138       1,068  
Gain on disposition of depreciable real estate, net of tax
    (16,587 )     (6,220 )     (19,443 )     (5,999 )
 
                       
FFO available to common shareholders
    159,258       109,784       265,441       195,976  
Preferred dividends
    16,008       13,792       29,800       27,584  
 
                       
FFO
  $ 175,266     $ 123,576     $ 295,241     $ 223,560  
 
                       
Per share data:
                               
Earnings per common share
                               
Basic
  $ 0.90     $ 0.59     $ 1.34     $ 0.92  
 
                       
Diluted
  $ 0.89     $ 0.59     $ 1.33     $ 0.92  
 
                       
Dividends Declared
  $ 0.66     $ 0.59     $ 1.32     $ 1.18  
 
                       
Funds From Operations — Basic (I)
  $ 1.27     $ 0.99     $ 2.19     $ 1.77  
 
                       
Funds From Operations — Diluted (I)
  $ 1.26     $ 0.99     $ 2.18     $ 1.76  
 
                       
Basic — average shares outstanding (I)
    124,455       109,393       119,681       109,127  
 
                       
Diluted — average shares outstanding (I)
    125,926       110,866       121,317       109,735  
 
                       

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands — except per share data)

 
(A)   Increases in base and percentage rental revenues for the six-month period ended June 30, 2007, as compared to 2006, aggregated $65.3 million consisting of $4.6 million related to leasing of core portfolio properties (an increase of 1.9% from 2006), $60.4 million from the merger with IRRETI, $1.9 million from the acquisition of assets, $2.9 million related to developments and redevelopments and $0.6 million from an increase in occupancy at the business centers. These amounts were offset by a decrease of $5.1 million due to the disposition of properties in 2006 and 2007. Included in the rental revenues for the six-month periods ended June 30, 2007 and 2006, is approximately $6.5 million and $7.8 million, respectively, of revenue resulting from the recognition of straight-line rents.
 
(B)   Other income for the three and six-month periods ended June 30, 2007 and 2006 was comprised of the following (in millions):
                                 
    Three-Month Period     Six-Month Period  
    Ended June 30,     Ended June 30,  
    2007     2006     2007     2006  
Acquisition fees
  $     $     $ 6.3     $  
Lease termination fees
    2.2       0.7       3.5       7.5  
Financings fees
    1.4       0.4       1.4       0.4  
Other miscellaneous
    0.1       0.2       0.3       0.3  
 
                       
 
  $ 3.7     $ 1.3     $ 11.5     $ 8.2  
 
                       
 
(C)   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 six-month periods ended June 30, 2007 and 2006, general and administrative expenses were approximately 4.8% and 5.0%, respectively, of total revenues, including joint venture revenues, respectively. For the six-months ended June 30, 2007, the Company recorded a charge of approximately $4.1 million to general and administrative expense in connection with David M. Jacobstein’s departure as President of the Company. Excluding this charge, general and administrative expenses were 4.3% of total revenues for the six-months ended June 30, 2007. In addition, the Company incurred certain one time integration costs in connection with the IRRETI acquisition that have aggregated approximately $1.7 million for the six-month period ended June 30, 2007.
 
(D)   Other income/expense primarily relates to abandoned acquisition and development project costs. In 2006, the Company received proceeds of approximately $1.3 million from a litigation settlement.

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands — except per share data)
 
(E)   The following is a summary of the combined operating results of the Company’s joint ventures:
                                 
    Three-Month Period     Six-Month Period  
    Ended June 30,     Ended June 30,  
    2007     2006     2007     2006  
Revenues from operations (a)
  $ 201,986     $ 103,545     $ 347,143     $ 204,705  
 
                       
Operating expense
    65,359       34,040       113,925       66,649  
Depreciation and amortization of real estate investments
    49,210       20,236       79,653       39,848  
Interest expense
    66,505       30,124       112,137       58,499  
 
                       
 
    181,074       84,400       305,715       164,996  
 
                       
Income from operations before tax expense, gain on disposition of real estate and discontinued operations
    20,912       19,145       41,428       39,709  
Income tax expense
    (2,297 )           (4,545 )      
Gain on disposition of real estate
    93,089       6       93,089       42  
(Loss) income from discontinued operations, net of tax
    (149 )     (164 )     (178 )     221  
Gain (loss) on disposition of discontinued operations, net of tax
    1,080       (1,762 )     738       (1,550 )
 
                       
Net income
  $ 112,635     $ 17,225     $ 130,532     $ 38,422  
 
                       
DDR Ownership interests (b)
  $ 21,747     $ 4,462     $ 28,257     $ 9,777  
 
                       
 
                               
FFO from joint ventures are summarized as follows:
                               
Net income
  $ 112,635     $ 17,225     $ 130,532     $ 38,422  
(Gain) loss on disposition of real estate, including discontinued operations
    (91,441 )     11       (91,441 )     (19 )
Depreciation and amortization of real estate investments
    49,215       20,586       79,837       40,612  
 
                       
 
  $ 70,409     $ 37,822     $ 118,928     $ 79,015  
 
                       
DDR Ownership interests (b)
  $ 31,313     $ 9,342     $ 44,872     $ 19,281  
 
                       
DDR Partnership distributions received, net (c)
  $ 55,476     $ 11,656     $ 65,694     $ 19,680  
 
                       
 
(a)   Revenues for the three-month periods ended June 30, 2007 and 2006 included approximately $2.1 million and $1.1 million, respectively, resulting from the recognition of straight-line rents of which the Company’s proportionate share is $0.3 million and $0.2 million, respectively. Revenues for the six-month periods ended June 30, 2007 and 2006 included approximately $3.7 million and $2.5 million, respectively, resulting from the recognition of straight-line rents of which the Company’s proportionate share is $0.5 million for each period.
 
(b)   The Company’s share of joint venture net income was decreased by $0.1 million and increased by $0.1 million for the three-month periods ended June 30, 2007 and 2006, respectively. The Company’s share of joint venture net income was decreased by $0.4 million and increased by $0.2 million for the six-month periods ended June 30, 2007 and 2006, respectively. These adjustments reflect basis differences impacting amortization and depreciation and gain on dispositions. During the three month period ended June 30, 2007, the Company received $13.6 million of promoted income relating to the sale of assets from the DDR Markaz Joint Venture which is included in the Company’s proportionate share of net income and FFO.
 
    At June 30, 2007 and 2006, the Company owned joint venture interests, excluding consolidated joint ventures, in 269 and 111 shopping center properties, respectively. In addition, at June 30, 2007, the Company owned 46 shopping center sites formerly owned by Service Merchandise through its 20% owned joint venture with Coventry II. At June 30, 2006, 52 of these Service Merchandise sites were formerly owned through an approximate 25% owned joint venture.
 
(c)   Distributions may include funds received from asset sales and refinancings in addition to ongoing operating distributions.

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands — except per share data)

 
(F)   Minority equity interests are comprised of the following:
                                 
    Three-Month Period     Six-Month Period  
    Ended June 30,     Ended June 30,  
    2007     2006     2007     2006  
Minority interests
  $ 1,399     $ 1,413     $ 2,887     $ 3,153  
Operating partnership units
    569       534       1,138       1,068  
Preferred operating partnership units
    5,908             9,690        
 
                       
 
  $ 7,876     $ 1,947     $ 13,715     $ 4,221  
 
                       
 
    The preferred operating partnership units were redeemed in June 2007.
 
(G)   During the first quarter of 2007, the Company released to income approximately $15.0 million of previously established valuation allowances against certain deferred tax assets as management had determined, due to several factors, that it is more likely than not that the deferred tax asset will be realized. The release was primarily due to the Company’s increased use of its taxable REIT subsidiaries relating to its merchant building program.
 
(H)   The operating results relating to assets classified as discontinued operations are summarized as follows:
                                 
    Three-Month Period     Six-Month Period  
    Ended June 30,     Ended June 30,  
    2007     2006     2007     2006  
Revenues
  $ 12,585     $ 11,095     $ 22,625     $ 22,603  
 
                       
 
                               
Expenses:
                               
Operating
    2,925       2,646       5,525       5,500  
Interest, net
    2,773       3,003       5,474       6,010  
Depreciation
    2,157       2,752       4,300       5,349  
 
                       
Total expenses
    7,855       8,401       15,299       16,859  
 
                       
Income before gain on disposition of real estate
    4,730       2,694       7,326       5,744  
Gain on disposition of real estate
    10,815             13,634        
 
                       
Net income
  $ 15,545     $ 2,694     $ 20,960     $ 5,744  
 
                       
 
(I)   For purposes of computing FFO per share (basic), the weighted average shares outstanding were adjusted to reflect the conversion of approximately 0.9 million of Operating Partnership Units (OP Units) outstanding at June 30, 2007 and 2006, into 0.9 million common shares of the Company for both of the three-month periods ended June 30, 2007 and 2006, and 0.9 and 1.2 million for the six-month periods ended June 30, 2007 and 2006, respectively, on the weighted average basis. The weighted average diluted shares and OP Units outstanding, for purposes of computing FFO, were approximately 126.4 million and 111.1 million for the three-month periods ended June 30, 2007 and 2006, respectively, and 121.6 and 111.2 million for the six-month periods ended June 30, 2007 and 2006, respectively.

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands)
Selected Balance Sheet Data:
                 
    June 30, 2007  (A)   December 31, 2006  (A)
Assets:
               
Real estate and rental property:
               
Land
  $ 2,118,350     $ 1,768,702  
Buildings
    5,955,489       5,023,665  
Fixtures and tenant improvements
    226,201       196,275  
Construction in progress
    508,341       453,493  
 
           
 
    8,808,381       7,442,135  
Less accumulated depreciation
    (925,976 )     (861,266 )
 
           
Real estate, net
    7,882,405       6,580,869  
 
               
Cash
    46,019       28,378  
Investments in and advances to joint ventures
    636,731       291,685  
Notes receivable
    17,328       18,161  
Receivables, including straight-line rent, net
    186,494       152,161  
Assets held for sale
          5,324  
Other assets, net
    179,567       103,175  
 
           
 
  $ 8,948,544     $ 7,179,753  
 
           
 
               
Liabilities:
               
Indebtedness:
               
Revolving credit facilities
  $ 380,000     $ 297,500  
Unsecured debt
    2,718,788       2,218,020  
Mortgage and other secured debt
    2,020,248       1,733,292  
 
           
 
    5,119,036       4,248,812  
Dividends payable
    89,451       71,269  
Other liabilities
    259,553       241,556  
 
           
 
    5,468,040       4,561,637  
Minority interests
    116,076       121,933  
Shareholders’ equity
    3,364,428       2,496,183  
 
           
 
  $ 8,948,544     $ 7,179,753  
 
           
 
(A)   Amounts include the consolidation of Mervyns, a 50% owned joint venture, which includes $405.8 million of real estate assets at June 30, 2007 and December 31, 2006, $258.5 million of mortgage debt at June 30, 2007 and December 31, 2006, and $76.1 million and $77.6 million of minority interest at June 30, 2007 and December 31, 2006, respectively.

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(in thousands)
Selected Balance Sheet Data (Continued):
Combined condensed balance sheets relating to the Company’s joint ventures are as follows:
                 
    June 30, 2007     December 31, 2006  
 
               
Land
  $ 2,276,869     $ 933,916  
Buildings
    6,158,253       2,788,863  
Fixtures and tenant improvements
    109,283       59,166  
Construction in progress
    222,017       157,762  
 
           
 
    8,766,422       3,939,707  
Accumulated depreciation
    (311,610 )     (247,012 )
 
           
Real estate, net
    8,454,812       3,692,695  
Receivables, including straight-line rent, net
    92,014       75,024  
Leasehold interests
    14,831       15,195  
Other assets
    365,453       132,984  
 
           
 
  $ 8,927,110     $ 3,915,898  
 
           
 
               
Mortgage debt (a)
  $ 5,463,316     $ 2,495,080  
Notes and accrued interest payable to DDR
    7,059       4,960  
Other liabilities
    163,579       94,648  
 
           
 
    5,633,954       2,594,688  
Accumulated equity
    3,293,156       1,321,210  
 
           
 
  $ 8,927,110     $ 3,915,898  
 
           
 
(a)   The Company’s proportionate share of joint venture debt aggregated approximately $1,021.1 million and $525.6 million at June 30, 2007 and December 31, 2006, respectively.