UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 19, 2012
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) |
Registrants 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)) |
Item 8.01. | Other Events. |
DDR Corp. is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-162451):
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 |
SIGNATURE
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.
DDR CORP. | ||
By: | /s/ Christa A. Vesy | |
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Christa A. Vesy | ||
Executive Vice President and Chief Accounting Officer |
Date: June 19, 2012
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)
Three Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | March 31, | |||||||||||||||||||||||||||
2007(a) | 2008 (a) | 2009 | 2010 | 2011 | 2011 | 2012 | ||||||||||||||||||||||
Pretax income (loss) from continuing operations |
$ | 215,618 | $ | (55,600 | ) | $ | (222,597 | ) | $ | (114,780 | ) | $ | (34,459 | ) | $ | 36,790 | $ | (11,122 | ) | |||||||||
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Fixed charges: |
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Interest expense including amortization of deferred costs and capitalized interest |
$ | 307,633 | $ | 300,679 | $ | 266,843 | $ | 248,586 | $ | 249,907 | $ | 63,358 | $ | 60,000 | ||||||||||||||
Appropriate portion of rentals representative of the interest factor |
$ | 1,329 | $ | 1,175 | $ | 1,589 | $ | 1,610 | $ | 1,407 | $ | 343 | $ | 341 | ||||||||||||||
Preferred Dividends on consolidated subsidiaries |
$ | 9,690 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||||
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Total fixed charges |
$ | 318,652 | $ | 301,854 | $ | 268,432 | $ | 250,196 | $ | 251,314 | $ | 63,701 | $ | 60,341 | ||||||||||||||
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Capitalized interest during the period |
$ | (28,003 | ) | $ | (41,062 | ) | $ | (21,814 | ) | $ | (12,232 | ) | $ | (12,693 | ) | $ | (3,024 | ) | $ | (3,114 | ) | |||||||
Preferred Dividends on consolidated subsidiaries |
$ | (9,690 | ) | $ | | $ | | $ | | $ | | $ | | $ | | |||||||||||||
Amortization of capitalized interest during the period |
$ | 5,351 | $ | 6,720 | $ | 7,447 | $ | 7,855 | $ | 8,278 | $ | 1,989 | $ | 2,095 | ||||||||||||||
Equity Company Adjustments |
$ | (43,229 | ) | $ | (17,719 | ) | $ | 9,733 | $ | (5,600 | ) | $ | (13,734 | ) | $ | (1,974 | ) | $ | (8,248 | ) | ||||||||
Equity Company Adjustments Distributed Income |
$ | 43,229 | $ | 17,719 | $ | 10,889 | $ | 7,334 | $ | 9,424 | $ | 803 | $ | 1,658 | ||||||||||||||
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Earnings before income taxes and fixed charges |
$ | 501,928 | $ | 211,912 | $ | 52,090 | $ | 132,773 | $ | 208,130 | $ | 98,285 | $ | 41,610 | ||||||||||||||
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Ratio of earnings to fixed charges |
1.58 | (b | ) | (c | ) | (d | ) | (e | ) | 1.54 | (f | ) | ||||||||||||||||
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(a) | These periods have been adjusted to reflect the retrospective application of ASC 470-02, previously referred to as FSP APB 14-1, for interest expense related to our convertible debt. |
(b) | Due to the pretax loss from continuing operations for the year ended December 31, 2008, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $89.9 million to achieve a coverage of 1:1 for the year ended December 31, 2008. |
The pretax loss from continuing operations for the year ended December 31, 2008, includes consolidated impairment charges of $17.7 million and impairment charges of joint venture investments of $107.0 million, which together aggregate $124.7 million.
(c) | Due to the pretax loss from continuing operations for the year ended December 31, 2009, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $216.3 million to achieve a coverage of 1:1 for the year ended December 31, 2009. |
The pretax loss from continuing operations for the year ended December 31, 2009 includes consolidated impairment charges of $12.7 million, impairment charges of joint venture investments of $184.6 million and losses on equity derivative instruments of $199.8 million, which together aggregate $397.1 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.
(d) | 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 $117.4 million to achieve a coverage of 1:1 for the year ended December 31, 2010. |
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, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.
(e) | 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 $43.2 million to achieve a coverage of 1:1 for the year ended December 31, 2011. |
The pretax loss from continuing operations for the year ended December 31, 2011 includes consolidated impairment charges of $101.8 million and impairment charges of joint venture investments of $2.9 million, which together aggregate $104.7 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.
(f) | Due to the pretax loss from continuing operations for the three months ended March 31, 2012, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $18.7 million to achieve a coverage of 1:1 for the three months ended March 31, 2012. |
The pretax loss from continuing operations for the three months ended March 31, 2012 includes consolidated impairment charges of $13.5 million and impairment charges of joint venture investments of $0.6 million, which together aggregate $14.1 million, that are discussed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2012.
Exhibit 12.2
DDR Corp.
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(Amounts in Thousands)
Three Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | March 31, | |||||||||||||||||||||||||||
2007(a) | 2008 (a) | 2009 | 2010 | 2011 | 2011 | 2012 | ||||||||||||||||||||||
Pretax income (loss) from continuing operations |
$ | 215,618 | $ | (55,600 | ) | $ | (222,597 | ) | $ | (114,780 | ) | $ | (34,459 | ) | $ | 36,790 | $ | (11,122 | ) | |||||||||
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Fixed charges: |
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Interest expense including amortization of deferred costs and capitalized interest |
$ | 307,633 | $ | 300,679 | $ | 266,843 | $ | 248,586 | $ | 249,907 | $ | 63,358 | $ | 60,000 | ||||||||||||||
Appropriate portion of rentals representative of the interest factor |
$ | 1,329 | $ | 1,175 | $ | 1,589 | $ | 1,610 | $ | 1,407 | $ | 343 | $ | 341 | ||||||||||||||
Write-off of preferred share original issuance costs |
$ | 5,405 | $ | | $ | | $ | | $ | 6,402 | $ | | $ | | ||||||||||||||
Preferred Dividends |
$ | 45,529 | $ | 42,269 | $ | 42,269 | $ | 42,269 | $ | 31,587 | $ | 10,567 | $ | 6,967 | ||||||||||||||
Preferred Dividends on consolidated subsidiaries |
$ | 9,690 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||||
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Total fixed charges |
$ | 369,586 | $ | 344,123 | $ | 310,701 | $ | 292,465 | $ | 289,303 | $ | 74,268 | $ | 67,308 | ||||||||||||||
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Capitalized interest during the period |
$ | (28,003 | ) | $ | (41,062 | ) | $ | (21,814 | ) | $ | (12,232 | ) | $ | (12,693 | ) | $ | (3,024 | ) | $ | (3,114 | ) | |||||||
Write-off of preferred share original issuance costs |
$ | (5,405 | ) | $ | | $ | | $ | | $ | (6,402 | ) | $ | | $ | | ||||||||||||
Preferred Dividends |
$ | (45,529 | ) | $ | (42,269 | ) | $ | (42,269 | ) | $ | (42,269 | ) | $ | (31,587 | ) | $ | (10,567 | ) | $ | (6,967 | ) | |||||||
Preferred Dividends on consolidated subsidiaries |
$ | (9,690 | ) | $ | | $ | | $ | | $ | | $ | | $ | | |||||||||||||
Amortization of capitalized interest during the period |
$ | 5,351 | $ | 6,720 | $ | 7,447 | $ | 7,855 | $ | 8,278 | $ | 1,989 | $ | 2,095 | ||||||||||||||
Equity Company Adjustments |
$ | (43,229 | ) | $ | (17,719 | ) | $ | 9,733 | $ | (5,600 | ) | $ | (13,734 | ) | $ | (1,974 | ) | $ | (8,248 | ) | ||||||||
Equity Company Adjustments Distributed Income |
$ | 43,229 | $ | 17,719 | $ | 10,889 | $ | 7,334 | $ | 9,424 | $ | 803 | $ | 1,658 | ||||||||||||||
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Earnings before income taxes and fixed charges |
$ | 501,928 | $ | 211,912 | $ | 52,090 | $ | 132,773 | $ | 208,130 | $ | 98,285 | $ | 41,610 | ||||||||||||||
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Ratio of earnings to combined fixed charges and preferred dividends |
1.36 | (b | ) | (c | ) | (d | ) | (e | ) | 1.32 | (f | ) | ||||||||||||||||
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(a) | These periods have been adjusted to reflect the retrospective application of ASC 470-02, previously referred to as FSP APB 14-1, for interest expense related to our convertible debt. |
(b) | Due to the pretax loss from continuing operations for the year ended December 31, 2008, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $132.2 million to achieve a coverage of 1:1 for the year ended December 31, 2008. |
The pretax loss from continuing operations for the year ended December 31, 2008, includes consolidated impairment charges of $17.7 million and impairment charges of joint venture investments of $107.0 million, which together aggregate $124.7 million.
(c) | Due to the pretax loss from continuing operations for the year ended December 31, 2009, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $258.6 million to achieve a coverage of 1:1 for the year ended December 31, 2009. |
The pretax loss from continuing operations for the year ended December 31, 2009 includes consolidated impairment charges of $12.7 million, impairment charges of joint venture investments of $184.6 million and losses on equity derivative instruments of $199.8 million, which together aggregate $397.1 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.
(d) | 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 $159.7 million to achieve a coverage of 1:1 for the year ended December 31, 2010. |
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, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.
(e) | 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 $81.2 million to achieve a coverage of 1:1 for the year ended December 31, 2011. |
The pretax loss from continuing operations for the year ended December 31, 2011 includes consolidated impairment charges of $101.8 million and impairment charges of joint venture investments of $2.9 million, which together aggregate $104.7 million, that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011, as amended.
(f) | Due to the pretax loss from continuing operations for the three months ended March 31, 2012, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $25.7 million to achieve a coverage of 1:1 for the three months ended March 31, 2012. |
The pretax loss from continuing operations for the three months ended March 31, 2012 includes consolidated impairment charges of $13.5 million and impairment charges of joint venture investments of $0.6 million, which together aggregate $14.1 million, that are discussed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2012.