Form 8-K

0001193125-17-178981.txt : 20170523 0001193125-17-178981.hdr.sgml : 20170523 20170523100156 ACCESSION NUMBER: 0001193125-17-178981 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170523 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170523 DATE AS OF CHANGE: 20170523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DDR CORP CENTRAL INDEX KEY: 0000894315 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341723097 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11690 FILM NUMBER: 17862861 BUSINESS ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2167555500 MAIL ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 FORMER COMPANY: FORMER CONFORMED NAME: DEVELOPERS DIVERSIFIED REALTY CORP DATE OF NAME CHANGE: 19940218 8-K 1 d345580d8k.htm FORM 8-K Form 8-K

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): May 23, 2017

DDR Corp.

(Exact name of registrant as specified in its charter)


Ohio	1-11690	34-1723097
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

DDR Corp. is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-205059):

Computation of Ratio of Earnings to Fixed Charges; and

Computation of Earnings to Combined Fixed Charges and Preferred Dividends.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

12.1		Computation of Ratio of Earnings to Fixed Charges

12.2		Computation 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.


DDR CORP.

By:		/s/ Christa A. Vesy


Name:		Christa A. Vesy
Title:		Executive Vice President
		and Chief Accounting Officer

Date: May 23, 2017

EXHIBIT INDEX


Exhibit No.		Description

12.1		Computation of Ratio of Earnings to Fixed Charges

12.2		Computation of Earnings to Combined Fixed Charges and Preferred Dividends

EX-12.1 2 d345580dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

DDR Corp.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Amounts in Thousands)


	Year Ended December 31,															Quarter Ended March 31,
	2012			2013			2014			2015			2016			2016			2017
Pretax income (loss) from continuing operations	$	35,166		$	24,571		$	26,022		$	(64,024	)	$	62,980		$	46,331		$	(53,805	)


Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	236,716		$	242,614		$	255,744		$	248,399		$	220,648		$	59,141		$	52,225
Appropriate portion of rentals representative of the interest factor		1,405			1,338			1,278			1,151			943			274			125


Total fixed charges	$	238,121		$	243,952		$	257,022		$	249,550		$	221,591		$	59,415		$	52,350


Capitalized interest during the period		(13,327	)		(8,789	)		(8,678	)		(6,672	)		(3,059	)		(1,244	)		(398	)
Amortization of capitalized interest during the period		8,722			9,015			9,304			9,526			9,628			2,392			2,410
Equity Company Adjustments		(35,250	)		(6,819	)		(10,989	)		3,135			(15,699	)		(14,421	)		1,665
Equity Company Adjustments Distributed Income		13,165			15,116			10,749			8,382			8,210			1,724			1,806


Earnings before income taxes and fixed charges	$	246,597		$	277,046		$	283,430		$	199,897		$	283,651		$	94,197		$	4,028


Ratio of earnings to fixed charges		1.0			1.1			1.1			(a	)		1.3			1.6			(b	)

(a)

Due to the pretax loss from continuing operations for the year ended December 31, 2015, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $49.7 million to achieve a coverage of 1:1. The pretax loss from continuing operations for the year ended December 31, 2015 included consolidated impairment charges of $279.0 million and impairment charges of joint venture investments of $1.9 million, which together aggregated $280.9 million that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2016.

(b)

Due to the pretax loss from continuing operations for the quarter ended March 31, 2017, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $48.3 million to achieve a coverage of 1:1. The pretax loss from continuing operations for the quarter ended March 31, 2017, included consolidated impairment charges of $22.0 million and a reserve of preferred equity interests of $76.0 million, which together aggregated $98.0 million that are discussed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2017.

EX-12.2 3 d345580dex122.htm EX-12.2 EX-12.2

Exhibit 12.2

DDR Corp.

COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

(Amounts in Thousands)


	Year Ended December 31,															Quarter Ended March 31,
	2012			2013			2014			2015			2016			2016			2017
Pretax income (loss) from continuing operations	$	35,166		$	24,571		$	26,022		$	(64,024	)	$	62,980		$	46,331		$	(53,805	)


Fixed charges:
Interest expense including amortization of deferred costs and capitalized interest	$	236,716		$	242,614		$	255,744		$	248,399		$	220,648		$	59,141		$	52,225
Appropriate portion of rentals representative of the interest factor		1,405			1,338			1,278			1,151			943			274			125
Write-off of preferred share original issuance costs		5,804			5,246			1,943			—			—			—			—
Preferred Dividends		28,645			27,721			24,054			22,375			22,375			5,594			5,594


Total fixed charges	$	272,570		$	276,919		$	283,019		$	271,925		$	243,966		$	65,009		$	57,944


Capitalized interest during the period	$	(13,327	)	$	(8,789	)	$	(8,678	)	$	(6,672	)	$	(3,059	)	$	(1,244	)	$	(398	)
Write-off of preferred share original issuance costs		(5,804	)		(5,246	)		(1,943	)		—			—			—			—
Preferred Dividends		(28,645	)		(27,721	)		(24,054	)		(22,375	)		(22,375	)		(5,594	)		(5,594	)
Amortization of capitalized interest during the period		8,722			9,015			9,304			9,526			9,628			2,392			2,410
Equity Company Adjustments		(35,250	)		(6,819	)		(10,989	)		3,135			(15,699	)		(14,421	)		1,665
Equity Company Adjustments Distributed Income		13,165			15,116			10,749			8,382			8,210			1,724			1,806


Earnings before income taxes and fixed charges	$	246,597		$	277,046		$	283,430		$	199,897		$	283,651		$	94,197		$	4,028


Ratio of earnings to combined fixed charges and preferred dividends		(a	)		1.0			1.0			(b	)		1.2			1.4			(c	)

(a)

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, included consolidated impairment charges of $46.7 million and impairment charges of joint venture investments of $26.7 million, which together aggregated $73.4 million.

(b)

Due to the pretax loss from continuing operations for the year ended December 31, 2015, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $72.0 million to achieve a coverage of 1:1. The pretax loss from continuing operations for the year ended December 31, 2015, included consolidated impairment charges of $279.0 million and impairment charges of joint venture investments of $1.9 million, which together aggregated $280.9 million that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2016.

(c)

Due to the pretax loss from continuing operations for the quarter ended March 31, 2017, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of $53.9 million to achieve a coverage of 1:1. The pretax loss from continuing operations for the quarter ended March 31, 2017, included consolidated impairment charges of $22.0 million and a reserve of preferred equity interests of $76.0 million, which together aggregated $98.0 million that are discussed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2017.