SITE CENTERS CORP.
10-Ks and 10-Qs
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Table of Contents
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
FORM 10-K
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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 | ||
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OR
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||
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the
transition period
from
to
Commission file number
1-11690
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | 34-1723097 | |
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(State or Other Jurisdiction
of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
3300 Enterprise Parkway, Beachwood, Ohio 44122
(Address of Principal Executive
Offices — Zip Code)
(216) 755-5500
(Registrant’s telephone
number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Name of Each Exchange on
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Title of Each Class
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Which Registered | |
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Common Shares, Par Value $0.10 Per Share
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New York Stock Exchange | |
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Depositary Shares, each representing 1/10 of a share of 8%
Class G Cumulative Redeemable Preferred Shares without Par Value |
New York Stock Exchange | |
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Depositary Shares, each representing 1/20 of a share of
7.375%
Class H Cumulative Redeemable Preferred Shares without Par Value |
New York Stock Exchange | |
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Depositary Shares, each representing 1/20 of a share of 7.5%
Class I Cumulative Redeemable Preferred Shares without Par Value |
New York Stock Exchange |
Securities registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
þ
No
o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
o
No
þ
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes
þ
No
o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act. (Check one):
|
Large accelerated
filer
þ
|
Accelerated filer o |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
o
No
þ
The aggregate market value of the voting stock held by
non-affiliates of the registrant at June 30, 2009 was
$604.3 million.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock, as of the latest
practicable date.
249,653,399 common shares outstanding as of February 16,
2010
DOCUMENTS INCORPORATED BY REFERENCE
The registrant incorporates by reference in Part III hereof
portions of its definitive Proxy Statement for its 2010 Annual
Meeting of Shareholders.
TABLE OF
CONTENTS
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Report
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Item No.
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Page | |||||||
| 3 | ||||||||
| 6 | ||||||||
| 16 | ||||||||
| 16 | ||||||||
| 68 | ||||||||
| 69 | ||||||||
| PART II | ||||||||
| 72 | ||||||||
| 74 | ||||||||
| 77 | ||||||||
| 131 | ||||||||
| 134 | ||||||||
| 134 | ||||||||
| 134 | ||||||||
| 134 | ||||||||
| PART III | ||||||||
| 135 | ||||||||
| 135 | ||||||||
| 136 | ||||||||
| 136 | ||||||||
| 136 | ||||||||
| PART IV | ||||||||
| 137 | ||||||||
| EX-4.1 | ||||||||
| EX-4.2 | ||||||||
| EX-4.3 | ||||||||
| EX-4.4 | ||||||||
| EX-4.5 | ||||||||
| EX-4.6 | ||||||||
| EX-4.7 | ||||||||
| EX-10.9 | ||||||||
| EX-10.10 | ||||||||
| EX-21.1 | ||||||||
| EX-23.1 | ||||||||
| EX-23.2 | ||||||||
| EX-23.3 | ||||||||
| EX-23.4 | ||||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
| EX-32.2 | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
| EX-99.3 | ||||||||
2
Table of Contents
| Item 1. | BUSINESS |
General
Development of Business
Developers Diversified Realty Corporation, an Ohio corporation
(the “Company” or “DDR”), a
self-administered and self-managed real estate investment trust
(a “REIT”), is in the business of owning, managing and
developing a portfolio of shopping centers and, to a lesser
extent, business centers. Unless otherwise provided, references
herein to the Company or DDR include Developers Diversified
Realty Corporation, its wholly-owned and majority-owned
subsidiaries and its consolidated and unconsolidated joint
ventures.
From January 1, 2005, to February 12, 2010, the
Company acquired 404 shopping center properties. The Company has
not acquired any properties from January 1, 2010, through
February 12, 2010. The Company acquired four properties in
2009, all of which were acquired through unconsolidated joint
ventures, 11 properties in 2008, all of which were acquired
through unconsolidated joint ventures, 317 properties in 2007
(including 315 shopping centers acquired through the merger with
Inland Retail Real Estate Trust, Inc. (“IRRETI”), of
which 66 were held by an unconsolidated joint venture of IRRETI
and two additional shopping centers acquired through
unconsolidated joint ventures), 20 properties in 2006 (including
15 acquired through joint ventures and four by acquiring the
Company’s unconsolidated joint venture partners’
interests) and 52 properties in 2005 (including 36 acquired
through a consolidated joint venture and one by acquiring its
unconsolidated joint venture partner’s interest). Of the 15
properties acquired through unconsolidated joint ventures in
2006, nine properties are located in Brazil.
The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and
Exchange Commission (the “SEC”). You may read and copy
any document the Company files with the SEC at the SEC’s
Public Reference Room at 100 F Street, N.W.,
Washington, D.C. 20549. You may obtain information about
the operation of the SEC’s Public Reference Room by calling
the SEC at
1-800-SEC-0330.
The SEC also maintains a website that contains reports, proxy
and information statements, and other information regarding
registrants that file electronically with the SEC
(http://www.sec.gov).
You can inspect reports and other information that the Company
files with the New York Stock Exchange at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
The Company’s corporate office is located at 3300
Enterprise Parkway, Beachwood, Ohio 44122, and its telephone
number is
(216) 755-5500.
The Company’s website is located at www.ddr.com. The
Company uses its Investor Relations website, ir.ddr.com as a
channel for routine distribution of important information,
including news releases, analyst and investor presentations and
financial information. The Company posts filings as soon as
reasonably practicable after they are electronically filed with,
or furnished to, the SEC, including the Company’s annual,
quarterly and current reports on
Forms 10-K,
10-Q
and
8-K;
the
Company’s proxy statements; and any amendments to those
reports or statements. All such postings and filings are
available on the Company’s Investor Relations website free
of charge. In addition, this website allows investors and other
interested persons to sign up to automatically receive
e-mail
alerts when the Company posts news releases and financial
information on its website. The SEC also maintains a website,
www.sec.gov, that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC. The content on any website referred
to in this Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, is not
incorporated by reference into this
Form 10-K
unless expressly noted.
Financial
Information About Industry Segments
The Company is in the business of owning, managing and
developing a portfolio of shopping centers and, to a lesser
extent, business centers. See the Consolidated Financial
Statements and Notes thereto included in Item 8 of this
Annual Report on
Form 10-K
for certain information regarding the Company’s reportable
segments, which is incorporated herein by reference.
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Table of Contents
Narrative
Description of Business
The Company’s portfolio as of February 12, 2010,
consisted of 615 shopping centers and six business centers
(including 274 centers owned through unconsolidated joint
ventures and 34 centers that are otherwise consolidated by the
Company) and almost 2,000 acres of undeveloped land (of
which approximately 700 acres are owned through
unconsolidated joint ventures) (collectively, the
“Portfolio Properties”). The shopping center
properties consist of shopping centers, enclosed malls and
lifestyle centers. From January 1, 2007, to
February 12, 2010, the Company acquired 332 shopping
centers (including 79 properties owned through unconsolidated
joint ventures) containing an aggregate of approximately
37.4 million square feet of gross leasable area
(“GLA”) owned by the Company for an aggregate purchase
price of approximately $8.3 billion.
As of December 31, 2009, the Company was expanding one
wholly-owned property and the Company had three wholly-owned
shopping centers under development and redevelopment.
At December 31, 2009, the aggregate occupancy of the
Company’s shopping center portfolio was 86.9%, as compared
to 92.1% at December 31, 2008. The Company owned 618
shopping centers at December 31, 2009, as compared to 702
shopping centers at December 31, 2008. The average
annualized base rent per occupied square foot was $12.75 at
December 31, 2009, as compared to $12.33 at
December 31, 2008. The decrease in occupancy is due almost
exclusively to the impact of major tenant bankruptcies including
Mervyns, Goody’s, Linens ‘N Things, Circuit City and
Steve and Barry’s.
At December 31, 2009, the aggregate occupancy of the
Company’s wholly-owned shopping centers was 89.6%, as
compared to 90.7% at December 31, 2008. The Company owned
310 wholly-owned shopping centers at December 31, 2009, as
compared to 333 shopping centers at December 31, 2008. The
average annualized base rent per leased square foot was $11.79
at December 31, 2009, as compared to $11.74 at
December 31, 2008. The decrease in occupancy rate is
primarily a result of the bankruptcies discussed above,
excluding Mervyns.
At December 31, 2009, the aggregate occupancy rate of the
Company’s joint venture shopping centers was 83.9%, as
compared to 93.4% at December 31, 2008. The Company’s
joint ventures owned 274 shopping centers, including 34
consolidated centers, which primarily owns assets formally
occupied by Mervyns, at December 31, 2009, as compared to
369 shopping centers, including 40 consolidated centers, at
December 31, 2008. The average annualized base rent per
leased square foot was $13.83 at December 31, 2009, as
compared to $12.85 at December 31, 2008. The decrease in
the occupancy rate is a result of the deteriorating economic
environment and increased tenant bankruptcies discussed above.
At December 31, 2009, the aggregate occupancy of the
Company’s business centers was 71.4%, as compared to 72.4%
at December 31, 2008. The business centers consist of six
assets in four states at December 31, 2009 and 2008.
The Company is self-administered and self-managed and,
therefore, does not engage or pay a REIT advisor. The Company
manages substantially all of the Portfolio Properties. At
December 31, 2009, the Company owned
and/or
managed more than 111.7 million square feet of
Company-owned GLA, which included all of the Portfolio
Properties and 42 properties owned by a third party (aggregating
10.2 million square feet of GLA).
Strategy
and Philosophy
The Company’s mission is to enhance shareholder value by
exceeding the expectations of its tenants, innovating to create
new growth opportunities and fostering the talents of its
employees while rewarding their successes. The Company’s
vision is to be the most admired provider of retail destinations
and the first consideration for tenants, investors, partners and
employees.
The Company’s investment objective is to increase cash flow
and the value of its Portfolio Properties. In addition, the
Company may pursue the disposition of certain real estate assets
and utilize the proceeds to repay debt, to reinvest in other
real estate assets and developments or for other corporate
purposes. The Company’s real estate strategy and philosophy
has been to grow its business through a combination of leasing,
expansion, acquisition, development and redevelopment. In
response to the unprecedented events that have taken place
within the economic environment and in the capital markets, the
Company refined its strategies in order to mitigate risk and
focus on core
4
Table of Contents
operating results, liquidity enhancement and leverage reduction
at the end of 2008. These strategies are, as described below, to
highlight the quality of the core portfolio and dispose of those
properties that are not likely to generate superior growth, to
reduce leverage by utilizing strategic financial measures, and
to protect the Company’s long-term financial strength.
The Company’s refined strategies are summarized as follows:
| • | Increase cash flows and property values through strategic leasing, re-tenanting, redevelopment and expansion of the Company’s portfolio to be the preeminent landlord to the world’s most successful retailers; | |
| • | Address its capital requirements through asset sales, including sales to joint ventures, retained capital, reduce dividend payments to just above the amount required to meet minimum REIT requirements, pursue extension of existing loan facilities and enter into new financings, and, to the extent deemed appropriate, minimize further capital expenditures; | |
| • | Access equity capital through the public and private markets and other viable alternatives; | |
| • | Access new long-term debt capital through public markets; | |
| • | Repurchase debt at par or discount to par in open market or through negotiation with lender; | |
| • | Reduce total consolidated debt and pursue deleveraging goals while extending the duration of the Company’s debt; | |
| • | Reduce expected spending within the Company’s development and redevelopment portfolios by phasing construction until sufficient pre-leasing is attained and financing is in place; | |
| • | Selectively pursue new investment opportunities only after significant equity and debt financings are identified and underwritten expected returns sufficiently exceed the Company’s current cost of capital; | |
| • | Pursue only those projects that meet the Company’s pre-leasing thresholds or other thresholds necessary to secure third-party construction financing and/or attain the Company’s return thresholds; | |
| • | Continue its leasing strategy of growing tenant relationships at an executive level through its national account program and increasing occupancy with high-quality tenants; | |
| • | Extend tenants’ lease terms and accelerate the execution of tenants’ leases; | |
| • | Dedicate Company resources to monitor tenant bankruptcies, identify potential space recapture and focus on marketing and re-tenanting those spaces; | |
| • | Increase per share cash flows through the strategic disposition of non-prime assets and utilize the proceeds to repay debt and invest in other higher growth real estate assets and developments; | |
| • | Selectively develop or sell the Company’s undeveloped parcels or new sites in areas with attractive demographics; | |
| • | Hold properties for long-term investment and place a strong emphasis on regular maintenance, periodic renovation and capital improvements; | |
| • | Continue to manage and develop the properties of third parties to generate fee income, subject to restrictions imposed by federal income tax laws and | |
| • | Explore international markets and selectively invest where the greatest returns and value creation opportunities exist. |
At December 31, 2009, the Company’s capitalization,
excluding the Company’s proportionate share of indebtedness
of its unconsolidated joint ventures that aggregated
$0.9 billion, consisted of $5.2 billion of debt,
$555.0 million of preferred shares and $1.9 billion of
market equity (market equity is defined as common shares and
Operating Partnership Units (“OP Units”)
outstanding, multiplied by $9.26, the closing price of the
common shares on the New York Stock Exchange at
December 31, 2009), resulted in a debt to total market
capitalization ratio of
5
Table of Contents
0.68 to 1.0, as compared to the ratios of 0.83 to 1.0 and 0.52
to 1.0 at December 31, 2008 and 2007, respectively. The
economic environment over the past year and constraints in the
capital markets and the related impact on the Company’s
common shares, have caused this ratio to fluctuate. During 2009,
the Company focused on improving this ratio through its
deleveraging efforts. As a result, at December 31, 2009,
the Company’s total debt, excluding the Company’s
proportionate share of indebtedness of its unconsolidated joint
ventures, consisted of $3.7 billion of fixed-rate debt and
$1.5 billion of variable-rate debt, including
$400 million of variable-rate debt that had been
effectively swapped to a fixed rate. At December 31, 2008,
the Company’s total debt, excluding the Company’s
proportionate share of indebtedness of its unconsolidated joint
ventures, consisted of $4.4 billion of fixed-rate debt and
$1.5 billion of variable-rate debt, including
$600 million of variable-rate debt that had been
effectively swapped to a fixed rate at December 31, 2008.
The strategy, philosophy, investment and financing policies of
the Company, and its policies with respect to certain other
activities including its growth, debt capitalization,
distributions, status as a REIT and operating policies, are
determined by the Board of Directors. The Board of Directors may
vote to amend or revise its policies from time to time, without
a vote of the Company’s shareholders, in response to
current market conditions.
Recent
Developments
See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” included in
Item 7 and the Consolidated Financial Statements and Notes
thereto included in Item 8 of this Annual Report on
Form 10-K
for the year ended December 31, 2009, for information on
certain recent developments for the Company, which is
incorporated herein.
Competition
As one of the nation’s largest owners and developers of
shopping centers (measured by total GLA), the Company has
established close relationships with a large number of major
national and regional retailers. The Company’s management
is associated with and actively participates in many shopping
center and REIT industry organizations.
Notwithstanding these relationships, numerous developers and
real estate companies, private and public, compete with the
Company in leasing space in shopping centers to tenants. In
addition, tenants have been more selective in new store
openings, which reduced the demand for new space.
Employees
As of February 12, 2010, the Company employed
722 full-time individuals, including executive,
administrative and field personnel. The Company considers its
relations with its personnel to be good.
Qualification
as a Real Estate Investment Trust
As of December 31, 2009, the Company met the qualification
requirements of a REIT under
Sections 856-860
of the Internal Revenue Code of 1986, as amended (the
“Code”). As a result, the Company, with the exception
of its taxable REIT subsidiary, will not be subject to federal
income tax to the extent it meets certain requirements of the
Code.
| Item 1A. | RISK FACTORS |
The risks described below could materially and adversely affect
the Company’s results of operations, financial condition,
liquidity and cash flows. These risks are not the only risks
that the Company faces. The Company’s business operations
could also be affected by additional factors that are not
presently known to it or that the Company currently considers to
be immaterial to its operations.
6
Table of Contents
The
Economic Performance and Value of the Company’s Shopping
Centers Depend on Many Factors, Each of Which Could Have an
Adverse Impact on the Company’s Cash Flows and Operating
Results
The economic performance and value of the Company’s real
estate holdings can be affected by many factors, including the
following:
| • | Changes in the national, regional and local economic climate; | |
| • | Local conditions, such as an oversupply of space or a reduction in demand for real estate in the area; | |
| • | The attractiveness of the properties to tenants; | |
| • | Competition from other available space; | |
| • | The Company’s ability to provide adequate management services and to maintain its properties; | |
| • | Increased operating costs, if these costs cannot be passed through to tenants and | |
| • | The expense of periodically renovating, repairing and reletting spaces. |
The Company’s properties consist primarily of community
shopping centers; therefore, the Company’s performance is
linked to general economic conditions in the market for retail
space. The market for retail space has been and may continue to
be adversely affected by weakness in the national, regional and
local economies, the adverse financial condition of some large
retailing companies, the ongoing consolidation in the retail
sector, the excess amount of retail space in a number of markets
and increasing consumer purchases through catalogs and the
Internet. To the extent that any of these conditions occur, they
are likely to affect market rents for retail space. In addition,
the Company may face challenges in the management and
maintenance of its properties or incur increased operating
costs, such as real estate taxes, insurance and utilities, which
may make its properties unattractive to tenants. The loss of
rental revenues from a number of the Company’s tenants and
its inability to replace such tenants may adversely affect the
Company’s profitability and ability to meet its debt and
other financial obligations and make distributions to
shareholders.
The
Company’s Dependence on Rental Income May Adversely Affect
Its Ability to Meet Its Debt Obligations and Make Distributions
to Shareholders
Substantially all of the Company’s income is derived from
rental income from real property. As a result, the
Company’s performance depends on its ability to collect
rent from tenants. The Company’s income and funds for
distribution would be negatively affected if a significant
number of its tenants, or any of its major tenants, were to:
| • | Experience a downturn in their business that significantly weakens their ability to meet their obligations to the Company; | |
| • | Delay lease commencements; | |
| • | Decline to extend or renew leases upon expiration; | |
| • | Fail to make rental payments when due or | |
| • | Close stores or declare bankruptcy. |
Any of these actions could result in the termination of
tenants’ leases and the loss of rental income attributable
to the terminated leases. Lease terminations by an anchor tenant
or a failure by that anchor tenant to occupy the premises could
also result in lease terminations or reductions in rent by other
tenants in the same shopping centers under the terms of some
leases. In addition, the Company cannot be certain that any
tenant whose lease expires will renew that lease or that it will
be able to re-lease space on economically advantageous terms.
The loss of rental revenues from a number of the Company’s
tenants and its inability to replace such tenants may adversely
affect the Company’s profitability and its ability to meet
debt and other financial obligations and make distributions to
shareholders.
7
Table of Contents
The
Company Relies on Major Tenants, Making It Vulnerable to Changes
in the Business and Financial Condition of, or Demand for, Its
Space by Such Tenants
As of December 31, 2009, the annualized base rental
revenues of the Company’s tenants that represent at least
1.5% of the Company’s aggregate annualized shopping center
base rental percentage of revenues, including its proportionate
share of joint venture aggregate annualized shopping center base
rental revenues, are as follows:
|
% of Annualized Base
|
||||
|
Tenant
|
Rental Revenues | |||
|
Walmart/Sam’s Club
|
4.4 | % | ||
|
T.J. Maxx/Marshalls/A.J.Wright/Homegoods
|
1.9 | % | ||
|
PetSmart
|
1.8 | % | ||
|
Bed Bath & Beyond
|
1.6 | % | ||
|
Lowe’s
|
1.5 | % | ||
|
Kohl’s
|
1.5 | % | ||
|
Rite Aid
|
1.5 | % | ||
The retail shopping sector has been affected by economic
conditions, as well as the competitive nature of the retail
business and the competition for market share where stronger
retailers have out-positioned some of the weaker retailers.
These shifts have forced some market share away from weaker
retailers and required them, in some cases, to declare
bankruptcy
and/or
close
stores. For example, since the fourth quarter of 2008, certain
retailers filed for bankruptcy protection and other retailers
announced store closings even though they did not file for
bankruptcy protection.
As information becomes available regarding the status of the
Company’s leases with tenants in financial distress or the
future plans for their spaces change, the Company may be
required to write off
and/or
accelerate depreciation and amortization expense associated with
a significant portion of the tenant-related deferred charges in
future periods. The Company’s income and ability to meet
its financial obligations could also be adversely affected in
the event of the bankruptcy, insolvency or significant downturn
in the business of one of these tenants or any of the
Company’s other major tenants. In addition, the
Company’s results could be adversely affected if any of
these tenants do not renew their leases as they expire.
The
Company’s Acquisition Activities May Not Produce the Cash
Flows That It Expects and May Be Limited by Competitive
Pressures or Other Factors
The Company intends to acquire existing retail properties only
to the extent that suitable acquisitions can be made on
advantageous terms. Acquisitions of commercial properties entail
risks, such as:
| • | The Company’s projections on expected occupancy and rental rates may differ from actual conditions; | |
| • | The Company’s estimates of the costs of any redevelopment or repositioning of acquired properties may prove to be inaccurate; | |
| • | The Company may be unable to operate successfully in new markets where acquired properties are located, due to a lack of market knowledge or understanding of local economies; | |
| • | The properties may become subject to environmental liabilities that the Company was unaware of at the time the Company acquired the property; | |
| • | The Company may be unable to successfully integrate new properties into its existing operations or | |
| • | The Company may have difficulty obtaining financing on acceptable terms or paying the operating expenses and debt service associated with acquired properties prior to sufficient occupancy being achieved. |
In addition, the Company may not be in a position or have the
opportunity in the future to make suitable property acquisitions
on advantageous terms due to competition for such properties
with others engaged in real estate investment who may have
greater financial resources inflexibility than the Company. The
Company’s
8
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inability to successfully acquire new properties may affect the
Company’s ability to achieve its anticipated return on
investment, which could have an adverse effect on its results of
operations.
The
Company’s Articles of Incorporation Contain Limitations on
Acquisitions and Changes in Control
In order to maintain the Company’s status as a REIT, its
Articles of Incorporation prohibit any person, except for
certain shareholders as set forth in the Company’s Articles
of Incorporation, from owning more than 5% of the Company’s
outstanding common shares. This restriction is likely to
discourage third parties from acquiring control of the Company
without consent of its Board of Directors, even if a change in
control were in the best interests of shareholders.
The
Company Has a Number of Shareholders Who Beneficially Own a
Significant Portion of Its Outstanding Common Shares, and Their
Interests May Differ from the Interests of Other
Shareholders.
The Company’s significant shareholders are in a position to
influence any matters that are brought to a vote of the holders
of the Company’s common shares, including, among others,
the election of the Company’s Board of Directors and any
amendments to its Articles of Incorporation and code of
regulations. Without the support of the Company’s
significant shareholders, certain transactions, such as mergers,
tender offers, sales of assets and business combinations, that
could give shareholders the opportunity to realize a premium
over the then-prevailing market prices for common shares may be
more difficult to consummate. The interests of the
Company’s significant shareholders may differ from the
interests of other shareholders. If the Company’s
significant shareholders sell substantial amounts of the
Company’s common shares in the public market, the trading
price of the Company’s common shares could decline
significantly.
Real
Estate Property Investments Are Illiquid; Therefore, the Company
May Not Be Able to Dispose of Properties When Appropriate or on
Favorable Terms
Real estate investments generally cannot be disposed of quickly.
In addition, the federal income tax code imposes restrictions,
which are not applicable to other types of real estate
companies, on the ability of a REIT to dispose of properties.
Therefore, the Company may not be able to diversify its
portfolio in response to economic or other conditions promptly
or on favorable terms, which could cause the Company to incur
losses and reduce its cash flows and adversely affect
distributions to shareholders.
The
Company’s Development and Construction Activities Could
Affect Its Operating Results
The Company intends to continue the selective development and
construction of retail properties in accordance with its
development underwriting policies. As opportunities arise, the
Company expects to delay construction until sufficient
pre-leasing is reached and financing is in place. The
Company’s development and construction activities include
risks that:
| • | The Company may abandon development opportunities after expending resources to determine feasibility; | |
| • | Construction costs of a project may exceed the Company’s original estimates; | |
| • | Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable; | |
| • | Rental rates per square foot could be less than projected; | |
| • | Financing may not be available to the Company on favorable terms for development of a property; | |
| • | The Company may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs and | |
| • | The Company may not be able to obtain, or may experience delays in obtaining necessary zoning, land use, building, occupancy and other required governmental permits and authorizations. |
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Additionally, the time frame required for development,
construction and
lease-up
of
these properties means that the Company may not realize a
significant cash return for several years. If any of the above
events occur, the development of properties may hinder the
Company’s growth and have an adverse effect on its results
of operations and cash flows. In addition, new development
activities, regardless of whether or not they are ultimately
successful, typically require substantial time and attention
from management.
Possible
Environmental Liabilities Could Adversely Affect the
Company’s Ability To Lease or Sell Its Properties or Use
Its Properties as Collateral
Under various federal, state and local environmental laws,
ordinances and regulations, the Company, as a current or
previous owner or operator of real property, may be liable for
the costs of removal or remediation of hazardous or toxic
substances on, under or in that real property. These laws often
impose liability whether or not the Company knew of, or was
responsible for, the presence of hazardous or toxic substances.
The costs of investigation, removal or remediation of hazardous
or toxic substances may be substantial. In addition, the
presence of hazardous or toxic substances, or the failure to
remedy environmental hazards properly, may adversely affect the
Company’s ability to sell or lease affected properties or
to borrow money using affected real property as collateral.
Some of
the Company’s Properties Are Subject to Potential Natural
or Other Disasters
A number of the Company’s properties are located in areas
that are subject to natural disasters. Certain of the
Company’s properties are located in California or in other
areas with higher risk of earthquakes. In addition, many of the
Company’s properties are located in coastal regions, and
would therefore be affected by any future increases in sea
levels or in the frequency or severity of hurricanes and
tropical storms, whether such increases are caused by global
climate changes or other factors.
The
Company Has Variable-Rate Debt and Is Subject to Interest Rate
Risk
The Company has mortgage debt with interest rates that vary
depending upon the market index. In addition, the Company has
revolving credit facilities that bear interest at a variable
rate on any amounts drawn on the facilities. The Company may
incur additional variable-rate debt in the future. Increases in
interest rates on variable-rate debt would increase the
Company’s interest expense, which would negatively affect
net earnings and cash available for payment of its debt
obligations and distributions to its shareholders.
The
Company’s Ability to Increase Its Debt Could Adversely
Affect Its Cash Flow
At December 31, 2009, the Company had outstanding debt of
approximately $5.2 billion (excluding its proportionate
share of unconsolidated joint venture mortgage debt aggregating
$0.9 billion). The Company intends to maintain a
conservative ratio of debt to total market capitalization (the
sum of the aggregate market value of the Company’s common
shares, the liquidation preference on any preferred shares
outstanding and its total indebtedness). The Company is subject
to limitations under its credit facilities and indentures
relating to its ability to incur additional debt; however, the
Company’s organizational documents do not contain any
limitation on the amount or percentage of indebtedness it may
incur. If the Company were to become more highly leveraged, its
cash needs to fund debt service would increase accordingly.
Under such circumstances, the Company’s risk of decreases
in cash flow, due to fluctuations in the real estate market,
reliance on its major tenants, acquisition and development costs
and the other factors discussed above, could subject the Company
to an even greater adverse impact on its financial condition and
results of operations. In addition, increased leverage could
increase the risk of default on the Company’s debt
obligations, which could further reduce its cash available for
distribution and adversely affect its ability to dispose of its
portfolio on favorable terms, which could cause the Company to
incur losses and reduce its cash flows.
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Disruptions
in the Financial Markets Could Affect the Company’s Ability
To Obtain Financing on Reasonable Terms and Have Other Adverse
Effects on the Company and the Market Price of the
Company’s Common Shares
The U.S. and global equity and credit markets have
experienced significant price volatility, dislocations and
liquidity disruptions over the past year, which have caused
market prices of many stocks to fluctuate substantially and the
spreads on prospective debt financings to widen considerably.
These circumstances have materially impacted liquidity in the
financial markets, making terms for certain financings less
attractive, and in certain cases resulting in the unavailability
of certain types of financing. Continued uncertainty in the
equity and credit markets may negatively impact the
Company’s ability to access additional financing at
reasonable terms or at all, which may negatively affect the
Company’s ability to refinance its debt, obtain
construction financing or execute dispositions and make
acquisitions. These circumstances may also adversely affect the
Company’s tenants, including their ability to enter into
new leases, pay their rents when due and renew their leases at
rates at least as favorable as their current rates.
A prolonged downturn in the equity or credit markets may cause
the Company to seek alternative sources of potentially less
attractive financing and may require it to adjust its business
plan accordingly. In addition, these factors may make it more
difficult for the Company to sell properties or may adversely
affect the price it receives for properties that it does sell,
as prospective buyers may experience increased costs of
financing or difficulties in obtaining financing. These events
in the equity and credit markets may make it more difficult or
costly for the Company to raise capital through the issuance of
its common shares,bonds or mortgages. These disruptions in the
financial markets also may have a material adverse effect on the
market value of the Company’s common shares and other
adverse effects on the Company or the economy in general. There
can be no assurances that government responses to the
disruptions in the financial markets will restore consumer
confidence, stabilize the markets or increase liquidity and the
availability of equity or credit financing.
Changes
in the Company’s Credit Ratings or the Debt Markets, as
well as Market Conditions in the Credit Markets, Could Adversely
Affect the Company’s Publicly Traded Debt and Revolving
Credit Facilities
The market value for the Company’s publicly held debt
depends on many factors, including:
| • | The Company’s credit ratings with major credit rating agencies; | |
| • | The prevailing interest rates being paid by, or the market price for publicly traded debt issued by, other companies similar to the Company; | |
| • | The Company’s financial condition, liquidity, leverage, financial performance and prospects and | |
| • | The overall condition of the financial markets. |
The condition of the financial markets and prevailing interest
rates have fluctuated in the past and are likely to fluctuate in
the future. The U.S. credit markets have experienced severe
dislocations and liquidity disruptions. There has been a
substantial widening of yield spreads generally, as buyers
demand greater compensation for credit risk. In addition, there
has been a reduction in the availability of capital for some
issuers of debt due to the decrease in the number of available
lenders and decreased willingness of lenders to offer capital at
cost-efficient rates. Furthermore, market conditions can be
exacerbated by leverage. The continuation of these circumstances
in the credit markets
and/or
additional fluctuations in the financial markets and prevailing
interest rates could have an adverse effect on the
Company’s ability to access capital and its cost of capital.
In addition, credit rating agencies continually review their
ratings for the companies that they follow, including the
Company. The credit rating agencies also evaluate the real
estate industry as a whole and may change their credit rating
for the Company based on their overall view of the industry. A
negative change in the Company’s rating could have an
adverse effect on the Company’s publicly traded debt and
revolving credit facilities as well as the Company’s
ability to access capital and its cost of capital.
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The
Company’s Cash Flows and Operating Results Could Be
Adversely Affected by Required Payments of Debt or Related
Interest and Other Risks of Its Debt Financing
The Company is generally subject to the risks associated with
debt financing. These risks include:
| • | The Company’s cash flow may not satisfy required payments of principal and interest; | |
| • | The Company may not be able to refinance existing indebtedness on its properties as necessary, or the terms of the refinancing may be less favorable to the Company than the terms of existing debt; | |
| • | Required debt payments are not reduced if the economic performance of any property declines; | |
| • | Debt service obligations could reduce funds available for distribution to the Company’s shareholders and funds available for development and acquisitions; | |
| • | Any default on the Company’s indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure and | |
| • | Necessary capital expenditures for purposes such as re-leasing space cannot be financed on favorable terms. |
If a property is mortgaged to secure payment of indebtedness and
the Company cannot make the mortgage payments, it may have to
surrender the property to the lender with a consequent loss of
any prospective income and equity value from such property that
may also adversely impact the Company’s credit ratings. Any
of these risks can place strains on the Company’s cash
flows, reduce its ability to grow and adversely affect its
results of operations.
The
Company’s Financial Condition Could Be Adversely Affected
by Financial Covenants
The Company’s credit facilities and the indentures under
which its senior and subordinated unsecured indebtedness is, or
may be, issued contain certain financial and operating
covenants, including, among other things, leverage ratios and
certain coverage ratios, as well as limitations on the
Company’s ability to incur secured and unsecured
indebtedness, sell all or substantially all of its assets, and
engage in mergers and consolidations and certain acquisitions.
These credit facilities and indentures also contain customary
default provisions including the failure to make timely payments
on principal and interest issued thereunder, the failure to
comply with the Company’s financial and operating
covenants, the occurrence of a material adverse effect on the
Company, and the failure to pay when due any other Company
consolidated indebtedness (including non-recourse obligations)
in excess of $50 million. These covenants could limit the
Company’s ability to obtain additional funds needed to
address cash shortfalls or pursue growth opportunities or
transactions that would provide substantial return to its
shareholders. In addition, a breach of these covenants could
cause a default or accelerate some or all of the Company’s
indebtedness, which could have a material adverse effect on its
financial condition.
The
Company’s Ability to Continue to Obtain Permanent Financing
Cannot Be Assured
In the past, the Company has financed certain acquisition and
development activities in part with proceeds from its credit
facilities or offerings of its debt or equity securities. These
financings have been, and may continue to be, replaced by other
financings. However, the Company may not be able to obtain
permanent financing for future acquisitions or development
activities on acceptable terms. If market interest rates were to
increase or other unfavorable market conditions were to exist at
a time when amounts were outstanding under the Company’s
credit facilities, or if other variable-rate debt was
outstanding, the Company’s interest costs would increase,
causing potentially adverse effects on its financial condition
and results of operations.
If the
Company Fails to Qualify as a REIT in Any Taxable Year, It Will
Be Subject to U.S. Federal Income Tax as a Regular Corporation
and Could Have Significant Tax Liability
The Company intends to operate in a manner that allows it to
qualify as a REIT for U.S. federal income tax purposes.
However, REIT qualification requires that the Company satisfy
numerous requirements (some on an annual or quarterly basis)
established under highly technical and complex provisions of the
Code, for which there are a limited number of judicial or
administrative interpretations. The Company’s status as a
REIT requires an
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analysis of various factual matters and circumstances that are
not entirely within its control. Accordingly, it is not certain
that the Company will be able to qualify and remain qualified as
a REIT for U.S. federal income tax purposes. Even a
technical or inadvertent violation of the REIT requirements
could jeopardize the Company’s REIT qualification.
Furthermore, Congress or the Internal Revenue Service
(“IRS”) might change the tax laws or regulations and
the courts could issue new rulings, in each case potentially
having retroactive effect that could make it more difficult or
impossible for the Company to continue to qualify as a REIT. If
the Company fails to qualify as a REIT in any tax year, then:
| • | The Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its shareholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates; | |
| • | Any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to shareholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its operating results and | |
| • | Unless the Company were entitled to relief under applicable statutory provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for distribution to its shareholders; therefore; would be reduced for each of the years in which the Company does not qualify as a REIT. |
Even if the Company remains qualified as a REIT, it may face
other tax liabilities that reduce its cash flow. The Company may
also be subject to certain federal, state and local taxes on its
income and property either directly or at the level of its
subsidiaries. Any of these taxes would decrease cash available
for distribution to the Company’s shareholders.
Compliance
with REIT Requirements May Negatively Affect the Company’s
Operating Decisions
To maintain its status as a REIT for U.S. federal income
tax purposes, the Company must meet certain requirements on an
ongoing basis, including requirements regarding its sources of
income, the nature and diversification of its assets, the
amounts the Company distributes to its shareholders and the
ownership of its shares. The Company may also be required to
make distributions to its shareholders when it does not have
funds readily available for distribution or at times when the
Company’s funds are otherwise needed to fund capital
expenditures.
As a REIT, the Company must distribute at least 90% of its
annual net taxable income (excluding net capital gains) to its
shareholders. To the extent that the Company satisfies this
distribution requirement, but distributes less than 100% of its
net taxable income, the Company will be subject to
U.S. federal corporate income tax on its undistributed
taxable income. In addition, the Company will be subject to a 4%
nondeductible excise tax if the actual amount paid to its
shareholders in a calendar year is less than a minimum amount
specified under U.S. federal tax laws. From time to time,
the Company may generate taxable income greater than its income
for financial reporting purposes, or its net taxable income may
be greater than its cash flow available for distribution to its
shareholders. If the Company does not have other funds available
in these situations, it could be required to borrow funds, sell
a portion of properties at unfavorable prices or find other
sources of funds in order to meet the REIT distribution
requirements and to avoid corporate income tax and the 4% excise
tax.
In addition, the REIT provisions of the Code impose a 100% tax
on income from “prohibited transactions.” Prohibited
transactions generally include sales of assets that constitute
inventory or other property held for sale to customers in the
ordinary course of business, other than foreclosure property.
This 100% tax could impact the Company’s decisions to sell
property if it believes such sales could be treated as a
prohibited transaction. However, the Company would not be
subject to this tax if it were to sell assets through a taxable
REIT subsidiary. The Company will also be subject to a 100% tax
on certain amounts if the economic arrangements between the
Company and a taxable REIT subsidiary are not comparable to
similar arrangements among unrelated parties.
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Dividends
Paid by REITs Generally Do Not Qualify for Reduced Tax
Rates
In general, the maximum U.S. federal income tax rate for
dividends paid to individual U.S. shareholders is 15%
(through 2010). Unlike dividends received from a corporation
that is not a REIT, the Company’s distributions to
individual shareholders generally are not eligible for the
reduced rates.
Property
Ownership Through Partnerships and Joint Ventures Could Limit
the Company’s Control of Those Investments and Reduce Its
Expected Return
Partnership or joint venture investments may involve risks not
otherwise present for investments made solely by the Company,
including the possibility that the Company’s partner or
co-venturer might become bankrupt, that its partner or
co-venturer might at any time have different interests or goals
than the Company, and that its partner or co-venturer may take
action contrary to the Company’s instructions, requests,
policies or objectives, including the Company’s policy with
respect to maintaining its qualification as a REIT. Other risks
of joint venture investments include impasse on decisions, such
as a sale, because neither the Company’s partner or
co-venturer nor the Company would have full control over the
partnership or joint venture. These factors could limit the
return that the Company receives from such investments or cause
its cash flows to be lower than its estimates. There is no
limitation under the Company’s Articles of Incorporation,
or its code of regulations, as to the amount of funds that the
Company may invest in partnerships or joint ventures. In
addition, a partner or co-venturer may not have access to
sufficient capital to satisfy its funding obligations to the
joint venture. Furthermore, if the constrained credit conditions
in the capital markets persist or deteriorate further, the
Company could be required to reduce the carrying value of its
equity method investments if a loss in the carrying value of the
investment is considered to be an other than temporary decline.
As of December 31, 2009, the Company had approximately
$420.5 million of investments in and advances to
unconsolidated joint ventures holding 274 operating shopping
centers.
The
Company’s Real Estate Assets May Be Subject to Future
Impairment Charges
On a periodic basis, the Company assesses whether there are any
indicators that the value of its real estate properties,
including land held for development and construction in
progress, may be impaired. A property’s value is impaired
only if the estimate of the aggregate future cash flows
(undiscounted and without interest charges) to be generated by
the property are less than the carrying value of the property.
In the Company’s estimate of cash flows, it considers
factors such as expected future operating income, development
spending and the timing there of, leasing trends and prospects,
the effects of demand, competition and other factors. The
Company is required to make subjective assessments as to whether
there are impairments in the value of its real estate properties
and other investments. These assessments have a direct impact on
the Company’s net income because recording an impairment
charge results in an immediate negative adjustment to net
income. There can be no assurance that the Company will not take
additional charges in the future related to the impairment of
its assets. Any future impairment could have a material adverse
effect on the Company’s results of operations in the period
in which the charge is taken.
The
Company’s Inability to Realize Anticipated Returns from Its
Retail Real Estate Investments Outside the United States Could
Adversely Affect Its Results of Operations
The Company may not realize the intended benefits of
transactions outside the United States, as the Company may not
have any prior experience with the local economies or culture.
The assets may not perform as well as the Company anticipated or
may not be successfully integrated, or the Company may not
realize the improvements in occupancy and operating results that
it anticipated. The Company could be adversely affected by
violations of the Foreign Corrupt Practices Act as there can be
no assurance that the Company’s internal controls and
procedures will always protect the Company from reckless or
criminal acts committed by the Company’s employees or
agents. The Company could also be subject to local laws
governing these properties, with which it has no prior
experience, and which may present new challenges for the
management of the Company’s operations. In addition,
financing may not be available at acceptable rates, and equity
requirements may be different than the Company’s strategy
in the United States. Each of these factors may adversely affect
the Company’s ability to achieve anticipated return on
investment, which could have an adverse effect on its results of
operations.
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The
Company Is Subject to Litigation That Could Adversely Affect Its
Results of Operations
The Company is a defendant from time to time in lawsuits and
regulatory proceedings relating to its business. Due to the
inherent uncertainties of litigation and regulatory proceedings,
the Company cannot accurately predict the ultimate outcome of
any such litigation or proceedings. An unfavorable outcome could
adversely impact the Company’s business, financial
condition or results of operations. Any such litigation could
also lead to increased volatility of the trading price of the
Company’s common shares. For a further discussion of
litigation risks, see “Legal Matters” in
Note 11 — Commitments and Contingencies to the
Consolidated Financial Statements.
The
Company’s Real Estate Investments May Contain Environmental
Risks That Could Adversely Affect Its Results of
Operations
The acquisition of properties may subject the Company to
liabilities, including environmental liabilities. The
Company’s operating expenses could be higher than
anticipated due to the cost of complying with existing or future
environmental laws and regulations. In addition, under various
federal, state and local laws, ordinances and regulations, the
Company may be considered an owner or operator of real property
or to have arranged for the disposal or treatment of hazardous
or toxic substances. As a result, the Company may become liable
for the costs of removal or remediation of certain hazardous
substances released on or in its property. The Company may also
be liable for other potential costs that could relate to
hazardous or toxic substances (including governmental fines and
injuries to persons and property). The Company may incur such
liability whether or not it knew of, or was responsible for, the
presence of such hazardous or toxic substances. Such liability
could be of substantial magnitude and divert management’s
attention from other aspects of the Company’s business and,
as a result, could have a material adverse effect on the
Company’s operating results and financial condition, as
well as its ability to make distributions to shareholders.
An
Uninsured Loss on the Company’s Properties or a Loss That
Exceeds the Limits of the Company’s Insurance Policies
Could Subject the Company to Lost Capital or Revenue on Those
Properties
Under the terms and conditions of the leases currently in effect
on the Company’s properties, tenants generally are required
to indemnify and hold the Company harmless from liabilities
resulting from injury to persons, air, water, land or property,
on or off the premises, due to activities conducted on the
properties, except for claims arising from the negligence or
intentional misconduct of the Company or its agents.
Additionally, tenants are generally required, at the
tenant’s expense, to obtain and keep in full force during
the term of the lease, liability and full replacement value
property damage insurance policies. The Company has obtained
comprehensive liability, casualty, flood and rental loss
insurance policies on the properties. All of these policies may
involve substantial deductibles and certain exclusions. In
addition, tenants could fail to properly maintain their
insurance policies or be unable to pay the deductibles. Should a
loss occur that is uninsured or is in an amount exceeding the
combined aggregate limits for the policies noted above, or in
the event of a loss that is subject to a substantial deductible
under an insurance policy, the Company could lose all or part of
its capital invested in, and anticipated revenue from, one or
more of the properties, which could have a material adverse
effect on the Company’s operating results and financial
condition, as well as its ability to make distributions to
shareholders.
Compliance
with the Americans with Disabilities Act and Fire, Safety and
Other Regulations May Require the Company to Make Unplanned
Expenditures That Adversely Impact the Company’s Cash
Flows
All of the Company’s properties are required to comply with
the Americans with Disabilities Act, or ADA. The ADA has
separate compliance requirements for “public
accommodations” and “commercial facilities,” but
generally requires that buildings be made accessible to people
with disabilities. Compliance with the ADA requirements could
require removal of access barriers, and non-compliance could
result in imposition of fines by the U.S. government or an
award of damages to private litigants, or both. While the
tenants to whom the Company leases properties are obligated by
law to comply with the ADA provisions and are typically
obligated to cover costs of compliance, if required changes
involve greater expenditures than anticipated, or if the changes
must be made on a more accelerated basis than anticipated, the
ability of these tenants to cover costs could be adversely
affected. As a result, the Company could be required to expend
funds to comply with the provisions of the ADA, which could
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adversely affect the results of operations and financial
condition and its ability to make distributions to shareholders.
In addition, the Company is required to operate the properties
in compliance with fire and safety regulations, building codes
and other land use regulations, as they may be adopted by
governmental agencies and bodies and become applicable to the
properties. The Company may be required to make substantial
capital expenditures to comply with those requirements, and
these expenditures could have a material adverse effect on its
ability to meet the financial obligations and make distributions
to shareholders.
Changes
in Market Conditions Could Adversely Affect the Market Price of
the Company’s Publicly Traded Securities
As with other publicly traded securities, the market price of
the Company’s publicly traded securities depends on various
market conditions, which may change from time to time. Among the
market conditions that may affect the market price of the
Company’s publicly traded securities are the following:
| • | The extent of institutional investor interest in the Company; | |
| • | The reputation of REITs generally and the reputation of REITs with similar portfolios; | |
| • | The attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies); | |
| • | The Company’s financial condition and performance; | |
| • | The market’s perception of the Company’s growth potential and future cash dividends; | |
| • | An increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for the Company’s shares and | |
| • | General economic and financial market conditions. |
The
Company May Issue Additional Securities Without Shareholder
Approval
The Company can issue preferred shares and common shares and
hybrid securities that can convert into common shares or
preferred shares without shareholder approval subject to certain
limitations in the Company’s Articles of Incorporation.
Holders of preferred shares have priority over holders of common
shares, and the issuance of additional shares reduces the
interest of existing holders in the Company.
The
Company’s Executive Officers Have Agreements That Provide
Them with Benefits in the Event of a Change in Control of the
Company or if Their Employment is Terminated Without
Cause
The Company has entered into employment and other agreements
with certain executive officers that provide them with severance
benefits if their employment ends under certain circumstances
following a change in control of the Company or if the Company
terminates the executive officer “without cause” as
defined in the employment agreements. These benefits could
increase the cost to a potential acquirer of the Company and
thereby prevent or deter a change in control of the Company that
might involve a premium price for the common shares or otherwise
affect the interests of shareholders.
| Item 1B. | UNRESOLVED STAFF COMMENTS |
None.
| Item 2. | PROPERTIES |
At December 31, 2009, the Portfolio Properties included 618
shopping centers (including 274 centers owned through
unconsolidated joint ventures and 34 that are otherwise
consolidated by the Company) and six business centers. The
shopping centers consist of 595 community shopping centers, 15
enclosed malls and eight lifestyle centers. The Portfolio
Properties also include more than 2,000 undeveloped acres,
development sites and parcels
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located adjacent to certain of the shopping centers. The
shopping centers aggregate approximately 101.5 million
square feet of Company-owned GLA (approximately
128.9 million square feet of total GLA) and are located in
44 states, plus Puerto Rico and Brazil. These centers are
principally in the Southeast and Midwest, with significant
concentrations in Florida, Georgia and New York. The Company
owns land in Canada and Russia at which the development was
deferred. The business centers aggregate 0.5 million square
feet of Company-owned GLA and are located in four states,
primarily in Maryland.
The Company’s shopping centers are designed to attract
local area customers and are typically anchored by two or more
national tenant anchors (such as Walmart, Kohl’s or
Target). The properties often include a supermarket, drug store,
junior department store
and/or
other
major “category-killer” discount retailers as
additional anchors or tenants. The tenants of the shopping
centers typically offer
day-to-day
necessities rather than high-priced luxury items. As one of the
nation’s largest owners and operators of shopping centers,
the Company has established close relationships with a large
number of major national and regional retailers, many of which
occupy space in the shopping centers.
Open-air community shopping centers make up the largest portion
of the Company’s shopping center portfolio, constituting
89.8 million square feet (88.5%) of Company-owned GLA.
Enclosed malls account for 8.6 million square feet (8.5%)
of Company-owned GLA, and lifestyle centers account for
3.1 million square feet (3.0%) of Company-owned GLA. At
December 31, 2009, the average annualized base rent per
square foot of Company-owned GLA of the Company’s 310
wholly-owned shopping centers was $11.79. For the 308 shopping
centers owned through joint ventures, 34 of which are
consolidated, annualized base rent per square foot was $13.83.
The average annualized base rent per square foot of the
Company’s business centers was $12.35.
Information as to the Company’s ten largest tenants based
on total annualized rental revenues and Company-owned GLA at
December 31, 2009, is set forth in “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” included in Item 7 of this Annual Report
on
Form 10-K
for the year ended December 31, 2009. In addition, as of
December 31, 2009, unless otherwise indicated, with respect
to the 618 shopping centers:
| • | 145 of these properties are anchored by a Walmart, Kohl’s or Target store; | |
| • | These properties range in size from 6,500 square feet to approximately 1,500,000 square feet of total GLA (with 82 properties exceeding 400,000 square feet of total GLA and 250 properties exceeding 200,000 square feet of total GLA); | |
| • | Approximately 63.4% of the aggregate Company-owned GLA of these properties is leased to national tenants, including subsidiaries of national tenants, approximately 13.6% is leased to regional tenants and approximately 9.9% is leased to local tenants; | |
| • | Approximately 86.9% of the aggregate Company-owned GLA of these properties was occupied as of December 31, 2009. With respect to the properties owned by the Company, or its unconsolidated joint ventures, as of December 31 of each of the last five years beginning with 2005, between 86.9% and 95.3% of the aggregate Company-owned GLA of these properties was occupied; | |
| • | One wholly-owned property is currently being expanded by the Company and | |
| • | Three wholly-owned properties are currently being developed by the Company. |
17
Table of Contents
Tenant
Lease Expirations and Renewals
The following table shows tenant lease expirations for the next
ten years at the Company’s 310 wholly-owned shopping
centers and six business centers, assuming that none of the
tenants exercise any of their renewal options:
|
Average
|
Percentage of
|
|||||||||||||||||||||||
|
Annualized
|
Base
|
Total Leased
|
Percentage of
|
|||||||||||||||||||||
|
Approximate
|
Base Rent
|
Rent Per Sq.
|
Sq. Footage
|
Total Base
|
||||||||||||||||||||
|
No. of
|
Lease Area in
|
Under Expiring
|
Foot Under
|
Represented
|
Rental Revenues
|
|||||||||||||||||||
|
Expiration
|
Leases
|
Square Feet
|
Leases
|
Expiring
|
by Expiring
|
Represented by
|
||||||||||||||||||
|
Year
|
Expiring | (Thousands) | (Thousands) | Leases | Leases | Expiring Leases | ||||||||||||||||||
|
2010
|
614 | 2,783 | $ | 39,437 | $ | 14.17 | 5.3 | % | 7.4 | % | ||||||||||||||
|
2011
|
782 | 4,760 | 64,710 | $ | 13.59 | 9.1 | % | 12.2 | % | |||||||||||||||
|
2012
|
662 | 5,374 | 64,981 | $ | 12.09 | 10.3 | % | 12.2 | % | |||||||||||||||
|
2013
|
563 | 4,812 | 56,730 | $ | 11.79 | 9.2 | % | 10.7 | % | |||||||||||||||
|
2014
|
489 | 4,892 | 57,974 | $ | 11.85 | 9.4 | % | 10.9 | % | |||||||||||||||
|
2015
|
232 | 3,930 | 40,873 | $ | 10.40 | 7.6 | % | 7.7 | % | |||||||||||||||
|
2016
|
151 | 2,272 | 29,427 | $ | 12.95 | 4.4 | % | 5.5 | % | |||||||||||||||
|
2017
|
146 | 2,740 | 31,869 | $ | 11.63 | 5.3 | % | 6.0 | % | |||||||||||||||
|
2018
|
146 | 1,915 | 24,677 | $ | 12.88 | 3.7 | % | 4.6 | % | |||||||||||||||
|
2019
|
106 | 2,483 | 29,266 | $ | 11.79 | 4.8 | % | 5.5 | % | |||||||||||||||
|
Total
|
3,891 | 35,961 | $ | 439,944 | $ | 12.23 | 69.1 | % | 82.7 | % | ||||||||||||||
The following table shows tenant lease expirations for the next
ten years at the Company’s 308 unconsolidated joint venture
shopping centers, including 34 consolidated shopping centers,
assuming that none of the tenants exercise any of their renewal
options:
|
Average
|
Percentage of
|
|||||||||||||||||||||||
|
Annualized
|
Base
|
Total Leased
|
Percentage of
|
|||||||||||||||||||||
|
Approximate
|
Base Rent
|
Rent Per Sq.
|
Sq. Footage
|
Total Base
|
||||||||||||||||||||
|
No. of
|
Lease Area in
|
Under Expiring
|
Foot Under
|
Represented
|
Rental Revenues
|
|||||||||||||||||||
|
Expiration
|
Leases
|
Square Feet
|
Leases
|
Expiring
|
by Expiring
|
Represented by
|
||||||||||||||||||
|
Year
|
Expiring | (Thousands) | (Thousands) | Leases | Leases | Expiring Leases | ||||||||||||||||||
|
2010
|
992 | 3,144 | $ | 57,497 | $ | 18.29 | 6.3 | % | 10.2 | % | ||||||||||||||
|
2011
|
975 | 4,203 | 70,744 | $ | 16.23 | 8.4 | 12.5 | % | ||||||||||||||||
|
2012
|
1008 | 4,876 | 83,371 | $ | 17.10 | 9.8 | 14.7 | % | ||||||||||||||||
|
2013
|
858 | 4,192 | 66,427 | $ | 15.85 | 8.4 | 11.7 | % | ||||||||||||||||
|
2014
|
838 | 4,775 | 68,836 | $ | 14.42 | 9.6 | 12.2 | % | ||||||||||||||||
|
2015
|
185 | 2,602 | 30,799 | $ | 11.84 | 5.2 | 5.4 | % | ||||||||||||||||
|
2016
|
118 | 2,412 | 26,675 | $ | 11.06 | 4.8 | 4.7 | % | ||||||||||||||||
|
2017
|
104 | 2,033 | 26,135 | $ | 12.86 | 4.1 | 4.6 | % | ||||||||||||||||
|
2018
|
99 | 1,587 | 20,997 | $ | 13.23 | 3.2 | 3.7 | % | ||||||||||||||||
|
2019
|
95 | 2,015 | 24,779 | $ | 12.30 | 4.0 | 4.4 | % | ||||||||||||||||
|
Total
|
5,272 | 31,839 | $ | 476,260 | $ | 14.96 | 63.8 | % | 84.1 | % | ||||||||||||||
The rental payments under certain of these leases will remain
constant until the expiration of their base terms, regardless of
inflationary increases. There can be no assurance that any of
these leases will be renewed or that any replacement tenants
will be obtained if the leases are not renewed.
18
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
| Alabama | ||||||||||||||||||||||||||||||||||||||||||
|
1
|
Birmingham, AL |
Brook Highland Plaza
5291 Highway, 280 South |
35242 | SC | Fee | 1994/2003 | 1994 | 100% | 424,360 | $ | 4,151,498 | $ | 10.37 | 83% |
Dick’s Sporting Goods
(2017), Lowe’s (2023), Stein Mart (2011), Office Max (2011), Michaels (2014), Homegoods (2016), Books-A-Million (2013), Ross Dress For Less (2014) |
|||||||||||||||||||||||||||
|
2
|
Birmingham, AL |
Eastwood Festival Centre
7001 Crestwood Boulevard |
35210 | SC | Fee | 1989/1999 | 1995 | 100% | 300,280 | $ | 1,010,745 | $ | 6.77 | 49.7% | Dollar Tree (2013), Burlington Coat Factory (2013), Western Supermarkets (Not Owned), Home Depot (Not Owned) | |||||||||||||||||||||||||||
|
3
|
Birmingham, AL |
River Ridge
U.S. Highway 280 |
35242 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 172,304 | $ | 2,047,443 | $ | 16.52 | 71.9% | Staples (2016), Best Buy (2017), Super Target (Not Owned) | ||||||||||||||||||||||||||
|
4
|
Dothan, AL | 2821 Montgomery Highway | 36303 | SC | Fee | 2004 | 2007 | 100% | 33,906 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
5
|
Dothan, AL |
Shops on the Circle
3500 Ross Clark Circle |
36303 | SC | Fee | 2000 | 2007 | 100% | 149,085 | $ | 1,578,389 | $ | 11.34 | 93.4% | Old Navy (2010), T.J. Maxx (2015), Office Max (2016) | |||||||||||||||||||||||||||
|
6
|
Florence, AL |
Cox Creek Shopping Center
374-398 Cox Creek Parkway |
35360 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 173,989 | $ | 1,529,933 | $ | 11.59 | 75.8% |
Best Buy (2017),
Michaels (2011), Dick’s Sporting Goods (2017), Target (Not Owned) |
||||||||||||||||||||||||||
|
7
|
Huntsville, AL |
Westside Centre
6275 University Drive |
35806 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 476,146 | $ | 4,419,033 | $ | 11.87 | 78.2% |
Babies “R” Us (2012),
Marshalls (2011), Bed Bath & Beyond (2012), Michaels (2011), Dick’s Sporting Goods (2017), Stein Mart (2011), Ross Dress For Less (2013), Target (Not Owned) |
||||||||||||||||||||||||||
|
8
|
Opelika, AL |
Pepperell Corners
2300-2600 Pepperell Parkway |
36801 | SC | Fee | 1995 | 2003 | 100% | 306,224 | $ | 514,947 | $ | 7.34 | 22.9% | ||||||||||||||||||||||||||||
|
9
|
Scottsboro, AL |
Scottsboro Marketplace
24833 John P. Reid Parkway |
35766 | SC | Fee | 1999 | 2003 | 100% | 40,560 | $ | 235,560 | $ | 13.09 | 44.4% | Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
10
|
Tuscaloosa, AL |
McFarland Plaza
2600 McFarland Building East |
35404 | SC | Fee (3 | ) | 1999 | 2007 | 15% | 229,296 | $ | 1,073,767 | $ | 7.30 | 64.1% | Stein Mart (2014), Office Max (2015), Toys “R” Us (2011) | ||||||||||||||||||||||||||
19
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
| Arizona | ||||||||||||||||||||||||||||||||||||||||||
|
11
|
Ahwatukee, AZ |
Foothills Towne Center (II)
4711 East Ray Road |
85044 | SC | Fee (3 | ) | 1996 | 1999 | 50% | 647,883 | $ | 9,941,066 | $ | 15.66 | 94.3% |
Jo-Ann Stores (2015),
Best Buy (2014), AMC Theatres (2021), Bassett Furniture (2019), Ashley Furniture Homestore (2016), Barnes & Noble (2012), Babies “R” Us (2012), Stein Mart (2011), Ross Dress For Less (2012), Office Max (2012) |
||||||||||||||||||||||||||
|
12
|
Chandler, AZ | 2992 North Alma School Road | 85224 | MV | Fee | 1985 | 2005 | 50% | 74,862 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
13
|
Mesa, AZ |
Superstition Springs Center
6505 East Southern Avenue |
85206 | MV | Fee | 1990 | 2005 | 50% | 86,858 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
14
|
Phoenix, AZ |
Deer Valley
4255 West Thunderbird Road |
85053 | MV | Fee | 1979 | 2005 | 50% | 81,009 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
15
|
Phoenix, AZ |
Arrowhead Crossing
7553 West Bell Road |
85382 | SC | Fee (3 | ) | 1995 | 1996 | 50% | 346,428 | $ | 3,035,841 | $ | 12.02 | 72.9% |
Staples (2014),
Homegoods (2013), Mac Frugal’s (2011), Barnes & Noble (2011), T.J. Maxx (2011), DSW Shoe Warehouse (2017), Bassett Furniture (2010), Fry’s (Not Owned) |
||||||||||||||||||||||||||
|
16
|
Phoenix, AZ |
Silver Creek Plaza
4710 East Ray Road |
85044 | MV | Fee | 1994 | 2005 | 50% | 76,006 | $ | 589,047 | $ | 7.75 | 100% | Hobby Lobby (2019) | |||||||||||||||||||||||||||
|
17
|
Phoenix, AZ |
Phoenix Spectrum Mall
1703 West Bethany Home Road |
85015 | SC | GL (3 | ) | 1961 | 2004 | 20% | 452,865 | $ | 7,340,430 | $ | 11.96 | 94.8% |
Walmart Supercenter
(2023), Costco Wholesale (2020), Ross Dress For Less (2013), PetSmart (2019), J.C. Penney (2037), Harkins Theatre (2022), Target (Not Owned) |
||||||||||||||||||||||||||
|
18
|
Phoenix, AZ |
Deer Valley Towne Center
2805 West Aqua Fria Freeway |
85027 | SC | Fee | 1996 | 1999 | 100% | 194,009 | $ | 3,368,384 | $ | 16.95 | 100% |
Ross Dress For Less (2014), Office Max
(2013), PetSmart (2014), Michaels (2014), AMC Theatres (Not Owned), Target (Not Owned) |
|||||||||||||||||||||||||||
20
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
19
|
Phoenix, AZ |
Paradise Village Gateway
Tatum & Shea Boulevards |
85028 | SC | Fee | 1997/2004 | 2003 | 67% | 223,658 | $ | 4,502,847 | $ | 18.80 | 95.9% | Bed Bath & Beyond (2011), Ross Dress For Less (2012), PetSmart (2015), Staples (2015), Albertson’s (2016) | |||||||||||||||||||||||||||
|
20
|
Tucson, AZ |
Santa Cruz Plaza
3660 South 16th Avenue |
85713 | MV | Fee | 1982 | 2005 | 50% | 76,126 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
| Arkansas | ||||||||||||||||||||||||||||||||||||||||||
|
21
|
North Little Rock, AR |
McCain Plaza
4124 East McCain Boulevard |
72117 | SC | Fee | 1991/2004 | 1994 | 100% | 295,013 | $ | 1,612,018 | $ | 6.84 | 79.8% | Bed Bath & Beyond (2013), T.J. Maxx (2012), Cinemark (2011), Burlington Coat Factory (2014), Michaels (2014) | |||||||||||||||||||||||||||
|
22
|
Russellville, AR |
Valley Park Centre
3093 East Main Street |
72801 | SC | Fee | 1992 | 1994 | 100% | 266,539 | $ | 1,449,521 | $ | 6.54 | 83.2% |
Hobby Lobby (2016),
J.C. Penney (2012), Belk (2021) |
|||||||||||||||||||||||||||
| Brazil | ||||||||||||||||||||||||||||||||||||||||||
|
23
|
Brasilia |
Patio Brasil Shopping Scs
Quadra 07 Bl A |
70307-902 | MM | Fee (3 | ) | 1997/2001 | 2006 | 5% | 332,436 | $ | 16,485,975 | $ | 51.17 | 96.9% | Otoch (2010), Riachuelo (2017), Renner (2011), Centauro (2018), Lojas Americanos (Not Owned) | ||||||||||||||||||||||||||
|
24
|
Campinas |
Parque Dom Pedro Avenue
Guilherme Campos, 500 |
01387-001 | MM | Fee (3 | ) | 2001 | 2006 | 37.33% | 1,250,647 | $ | 30,834,916 | $ | 25.28 | 97.5% | Lojas Americanas (2014), Casas Bahia (2011), Centauro (2012), Pet Center Marginal (2010), Marisa (2016), Star Bowling (2014), Walmart Supercenter (2017), Etna (2015), Alpini Veiculos (2012), Pernambucanas (2012), Formula Academia (2014), Riachuelo (2012), Zara (2014), Renner (2014), Fnac (2012), Multiplex P.D.Pedro (2012) | ||||||||||||||||||||||||||
|
25
|
Franca |
Franca Shopping Avenue
Rio Negro, 1100 |
14406-901 | MM | Fee (3 | ) | 1993 | 2006 | 32.25% | 177,450 | $ | 2,383,757 | $ | 15.74 | 85.4% | C&A (2016), Casas Bahia (2014), Magazine Luiza (2010), Lojas Americanas (2014), C&C (2011) | ||||||||||||||||||||||||||
|
26
|
Manaura |
Manaura Shopping
Calderro Filho Avenue |
69057-002 | MM | Fee (3 | ) | 2007 | 2007 | 47.83% | 503,621 | $ | 12,998,800 | $ | 27.89 | 92.5% | Marisa (2024), Centauro (2019), Saraiva Mega Store (2014), Hitech Imports (2014), C&A (2019), Lojas Renner (2019), Riachuelo (2019), Bemol (2019) | ||||||||||||||||||||||||||
21
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
27
|
Sao Bernardo Do Campo |
Shopping Metropole
Praca Samuel Sabatine, 200 |
09750-902 | MM | Fee (3 | ) | 1980/95/97 | 2006 | 47.83% | 213,129 | $ | 9,695,197 | $ | 48.10 | 94.6% |
Renner (2010), Lojas Americanas (2018),
Marisa (2012) |
||||||||||||||||||||||||||
|
28
|
Sao Paulo Boavista |
Boavista Shopping
Rua Borba Gato, 59 |
04747-030 | MM | Fee (3 | ) | 2004 | 2006 | 47.83% | 280,245 | $ | 3,386,243 | $ | 12.92 | 93.5% | C&A (2014), Marisa & Familia (2014), Americanas Express (2017), Sonda (Not Owned) | ||||||||||||||||||||||||||
|
29
|
Sao Paulo Campo Limpo |
Campo Limpo Shopping
Estrada Do Campo Limpo 459 |
05777-001 | MM | Fee (3 | ) | 2005 | 2006 | 9.57% | 214,445 | $ | 4,326,121 | $ | 20.50 | 98.4% |
C&A (2016), Marisa (2016), Compre Bem (2012), Casas
Bahia
(2011) |
||||||||||||||||||||||||||
|
30
|
Sao Paulo Penha |
Shopping Penha
Rua Drive Joao Ribeiro, 304 |
03634-010 | MM | Fee (3 | ) | 1992/2004 | 2006 | 35% | 323,713 | $ | 8,265,248 | $ | 26.54 | 96.2% | Marisa (2017), Magazine Luiza (2013), Sonda (2014), Lojas Americanas (2013), Kalunga (2010), C&A (2014) | ||||||||||||||||||||||||||
|
31
|
Sao Paulo Plaza |
Plaza Sul
Praca Leonor Kaupa |
04151-100 | MM | Fee (3 | ) | 1994 | 2006 | 14.35% | 248,606 | $ | 11,196,571 | $ | 45.33 | 99.4% | Lojas Americanas (2011), Luigi Bertolli (2013), Camicado (2010), Monday Academia (2010), Renner (2010) | ||||||||||||||||||||||||||
|
32
|
Sao Paulo Tivoli |
Tivoli Shopping
Avenue Santa Barbara, 777 |
13456-080 | MM | Fee (3 | ) | 1993/2006 | 2006 | 14.35% | 238,593 | $ | 4,347,675 | $ | 18.27 | 99.7% |
Lojas Americanas (2014), Unimed (2010), Magazine Luiza (2013),
C&A
(2016), C&C (2011), Paulistao (2016) |
||||||||||||||||||||||||||
| California | ||||||||||||||||||||||||||||||||||||||||||
|
33
|
Anaheim, CA |
Anaheim Hills Festival
8100 East Santa Canyon Road |
92808 | MV | Fee | 1992 | 2005 | 50% | 77,883 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
34
|
Antioch, CA | Somersville Towne Center 2602 Somersville Road | 94509 | MV | Fee | 1970 | 2005 | 50% | 75,339 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
35
|
Buena Park, CA |
Buena Park Downtown
Entertainment 100 Buena Park |
90620 | SC | Fee (3 | ) | 1965 | 2004 | 20% | 734,757 | $ | 9,032,733 | $ | 16.85 | 71.8% | DSW Shoe Warehouse (2013), Ross Dress For Less (2015), Bed Bath & Beyond (2011), 24 Hour Fitness (2022), Kohl’s (2024), Krikorian Theatres (2023), Michaels (2014), John’s Incredible Pizza Company (2024), Sears (Not Owned), Walmart (Not Owned) | ||||||||||||||||||||||||||
22
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
36
|
Burbank, CA |
Burbank Town Center
245 East Magnolia Boulevard |
91502 | MV | GL | 1991 | 2005 | 50% | 89,182 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
37
|
Chino, CA |
Chino Town Square Shopping
5517 Philadelphia |
91710 | MV | Fee | 1986 | 2005 | 50% | 81,282 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
38
|
Clovis, CA |
Sierra Vista Mall
1000 Shaw Avenue |
93612 | MV | GL | 1988 | 2005 | 50% | 75,088 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
39
|
Culver City, CA | 5660 Sepulveda Boulevard | 90230 | SC | Fee | 1998 | 2007 | 100% | 32,873 | $ | 756,080 | $ | 23.00 | 100% | Sprouts (2019) | |||||||||||||||||||||||||||
|
40
|
El Cajon, CA |
Westfield Parkway
565 Fletcher Parkway |
92020 | MV | GL | 1989 | 2005 | 50% | 85,744 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
41
|
Fairfield, CA |
Westfield Solano
1451 Gateway Boulevard |
94533 | MV | Fee | 1981 | 2005 | 50% | 89,223 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
42
|
Folsom, CA |
Folsom Square
1010 East Bidwell Street |
95630 | MV | Fee | 2003 | 2005 | 50% | 79,080 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
43
|
Foothill Ranch, CA |
Foothill Ranch Towne Center
26732 Portola Parkway |
92610 | MV | Fee | 1993 | 2005 | 50% | 77,934 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
44
|
Garden Grove, CA |
Garden Grove Center
13092 Harbor Boulevard |
92843 | MV | Fee | 1982 | 2005 | 50% | 83,746 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
45
|
Lancaster, CA |
Valley Central - Discount
44707-44765 Valley Central Way |
93536 | SC | Fee (3 | ) | 1990 | 2001 | 21% | 351,022 | $ | 2,882,026 | $ | 14.23 | 57.7% | Marshalls (2012), Staples (2013), Cinemark (2017), 99 Cents Only (2014), Michaels (2018), Costco (Not Owned), Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
46
|
Lompac, CA |
Mission Plaza
1600 North H Street |
93436 | MV | Fee | 1992 | 2005 | 50% | 62,523 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
47
|
Long Beach, CA |
The Pike at Rainbow Harbor
95 South Pine Avenue |
90802 | SC | GL | 2005 | 1 | * | 100% | 288,283 | $ | 5,873,127 | $ | 19.78 | 94% | Cinemark (2017), Borders (2016), Gameworks (2017) | ||||||||||||||||||||||||||
|
48
|
Madera, CA | 1467 Country Club Drive | 93638 | MV | Fee | 1990 | 2005 | 50% | 59,720 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
49
|
North Fullerton, CA |
North Fullerton
200 Imperial Highway |
92835 | MV | Fee | 1991 | 2005 | 50% | 76,360 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
50
|
Oceanside, CA |
Ocean Place Cinemas
401-409 Mission Avenue |
92054 | SC | Fee | 2000 | 2000 | 100% | 79,884 | $ | 1,406,552 | $ | 17.61 | 100% | Regal Cinemas (2014) | |||||||||||||||||||||||||||
|
51
|
Palmdale, CA |
Antelope Valley Mall
1305 West Rancho Vista Boulevard |
93551 | MV | Fee | 1992 | 2005 | 50% | 76,550 | $ | 688,500 | $ | 8.99 | 100% | Forever 21 (2020) | |||||||||||||||||||||||||||
23
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
52
|
Pasadena, CA |
Paseo Colorado
280 East Colorado Boulevard |
91101 | LC | Fee | 2001 | 2003 | 100% | 556,271 | $ | 11,213,707 | $ | 21.84 | 92.3% | Gelson’s Market (2021), Loehmann’s (2015), Equinox (2017), Macy’s (2015), Pacific Theatres Exhibit Corporation (2016), DSW Shoe Warehouse (2011) | |||||||||||||||||||||||||||
|
53
|
Pleasant Hill, CA |
Downtown Pleasant Hill
55 Crescent Drive |
94523 | SC | Fee (3 | ) | 1999/2000 | 2001 | 21% | 345,761 | $ | 6,404,233 | $ | 20.30 | 91.2% |
Lucky Supermarket
(2020), Michaels (2010), Borders (2015), Ross Dress For Less (2015), Bed Bath & Beyond (2020), Century Theatre (2016) |
||||||||||||||||||||||||||
|
54
|
Redding, CA |
Shasta Center
1755 Hilltop Drive |
96002 | MV | Fee | 1984 | 2005 | 50% | 61,363 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
55
|
Richmond, CA |
Hilltop Plaza
3401 Blume Drive |
94803 | SC | Fee (3 | ) | 1996/2000 | 2002 | 20% | 245,774 | $ | 2,969,942 | $ | 14.57 | 82.9% | 99 Cents Only Stores (2011), PetSmart (2012), Ross Dress For Less (2013), Century Theatre (2016) | ||||||||||||||||||||||||||
|
56
|
San Diego, CA |
Southland Plaza Shopping
Center 575 Saturn Boulevard |
92154 | MV | Fee | 1982 | 2005 | 50% | 75,207 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
57
|
San Francisco, CA |
Van Ness Plaza
1000 Van Ness Avenue |
94109 | SC | Fee | 1998 | 2002 | 100% | 123,755 | $ | 3,370,747 | $ | 44.88 | 60.7% | AMC Theatres (2030) | |||||||||||||||||||||||||||
|
58
|
Santa Maria, CA |
Town Center West
201 Town Center West |
93458 | MV | Fee | 1988 | 2005 | 50% | 84,886 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
59
|
Santa Rosa, CA |
Santa Rosa Plaza
600 Santa Rosa Plaza |
95401 | MV | Fee | 1981 | 2005 | 50% | 90,348 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
60
|
Slatten Ranch, CA |
Slatten Ranch Shopping
Center 5849 Lone Tree Way |
94531 | MV | Fee | 2002 | 2005 | 50% | 78,819 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
61
|
Sonora, CA |
Sonora Crossroad
1151 Sanguinetti Road |
95370 | MV | Fee | 1993 | 2005 | 50% | 62,214 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
62
|
Tulare, CA |
Arbor Faire Shopping Center
1675 Hillman Street |
93274 | MV | Fee | 1991 | 2005 | 50% | 62,947 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
63
|
Valencia, CA |
River Oaks Shopping Center
24235 Magic Mountain Parkway |
91355 | SC | GL | 1986 | 2006 | 100% | 75,590 | $ | 0 | $ | 0.00 | 40% | ||||||||||||||||||||||||||||
|
64
|
West Covina, CA |
Westfield Eastland
Shopping Center 2753 East Eastland Center Drive |
91791 | MV | GL | 1979 | 2005 | 50% | 79,800 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
24
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||||||||||||||||||
|
65
|
Broomfield, CO |
Flatiron Marketplace Garden
1 West Flatiron Circle |
80021 | SC | Fee | 2001 | 2003 | 100% | 252,035 | $ | 3,675,863 | $ | 20.22 | 72.1% | Nordstrom Rack (2011), Best Buy (2016), Office Depot (2016), Great Indoors (Not Owned) | |||||||||||||||||||||||||||
|
66
|
Denver, CO |
Centennial Promenade
9555 East County Line Road |
80223 | SC | Fee | 1997/2002 | 1997 | 100% | 408,337 | $ | 6,799,962 | $ | 17.34 | 96% |
Golfsmith Golf Center (2012), Soundtrack (2017), Ross Dress For
Less (2013), Office Max (2012),
Michaels (2012), Toys “R” Us (2011), Loehmann’s (2012), Recreational Equipment (Not Owned), Home Depot (Not Owned) |
|||||||||||||||||||||||||||
|
67
|
Denver, CO |
Tamarac Square
7777 East Hampden |
80231 | SC | Fee | 1976 | 2001 | 100% | 183,611 | $ | 1,704,139 | $ | 13.54 | 62.7% | Regency Theatres Tamarac Sqaure (2010) | |||||||||||||||||||||||||||
|
68
|
Denver, CO |
University Hills
2730 South Colorado Boulevard |
80222 | SC | Fee | 1997 | 2003 | 100% | 244,383 | $ | 3,836,349 | $ | 18.10 | 86.7% |
Pier 1 Imports (2014), Office Max (2012), 24 Hour Fitness
(2021), King Soopers
(2017) |
|||||||||||||||||||||||||||
|
69
|
Fort Collins, CO | Mulberry and Lemay Crossing | 80525 | SC | Fee | 2004 | 2003 | 100% | 18,988 | $ | 403,916 | $ | 24.50 | 86.8% | Home Depot (Not Owned), Walmart Supercenter | |||||||||||||||||||||||||||
|
Mulberry Street & South
Lemay Avenue |
(Not Owned) | |||||||||||||||||||||||||||||||||||||||||
|
70
|
Highland Ranch, CO |
Circuit City
8575 South Quebec Street |
80130 | SC | Fee | 1998 | 2007 | 100% | 43,480 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
71
|
Littleton, CO |
Aspen Grove
7301 South Santa Fe |
80120 | LC | Fee | 2002 | 1 | * | 100% | 232,488 | $ | 6,031,290 | $ | 28.02 | 87% | |||||||||||||||||||||||||||
|
72
|
Parker, CO |
Flatacres Marketcenter
South Parker Road |
80134 | SC | GL (3 | ) | 2003 | 2003 | 0.01% | 116,644 | $ | 1,992,935 | $ | 15.10 | 96.2% |
Bed Bath & Beyond (2014), Gart Sports
(2014), Michaels (2013), Kohl’s (Not Owned) |
||||||||||||||||||||||||||
| Connecticut | ||||||||||||||||||||||||||||||||||||||||||
|
73
|
Waterbury, CT |
Naugatuck Valley Shopping
Center 950 Wolcott Street |
06705 | SC | Fee (3 | ) | 2003 | 2007 | 15% | 231,584 | $ | 3,774,020 | $ | 17.36 | 82.9% |
Walmart (2027), Bob’s Stores (2017), Stop &
Shop (2021), Staples (2018) |
||||||||||||||||||||||||||
|
74
|
Windsor, CT |
Windsor Court Shopping
Center 1095 Kennedy Road |
06095 | SC | Fee | 1993 | 2007 | 100% | 78,480 | $ | 1,397,409 | $ | 17.81 | 100% | Stop & Shop (2013) | |||||||||||||||||||||||||||
25
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
| Delaware | ||||||||||||||||||||||||||||||||||||||||||
|
75
|
Dover, DE |
Kmart Shopping Center
515 North Dupont Highway |
19901-3960 | SC | Fee (3 | ) | 1973 | 2008 | 25.25% | 84,180 | $ | 301,000 | $ | 2.86 | 100% | Kmart (2014) | ||||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||||||||||||||||||
|
76
|
Bayonet Point, FL |
Point Plaza
U.S. 19 & State Route 52 |
34667 | SC | Fee | 1985/2003 | 1/2 | * | 100% | 209,714 | $ | 1,332,212 | $ | 6.35 | 100% | Publix Super Markets (2010), Beall’s (2014), T.J. Maxx (2011) | ||||||||||||||||||||||||||
|
77
|
Boynton Beach, FL |
Meadows Square
Hypoluxo Road North Congress Avenue |
33461 | SC | Fee (3 | ) | 1986 | 2004 | 20% | 106,224 | $ | 1,094,117 | $ | 13.30 | 77.4% | Publix Super Markets (2011) | ||||||||||||||||||||||||||
|
78
|
Boynton Beach, FL |
Boynton Commons
333-399 Congress Avenue |
33426 | SC | Fee (3 | ) | 1998 | 2007 | 15% | 210,488 | $ | 3,071,169 | $ | 14.96 | 97.5% |
Barnes & Noble (2013), PetSmart (2014), Sports Authority
(2013), Bed
Bath & Beyond (2014) |
||||||||||||||||||||||||||
|
79
|
Boynton Beach, FL |
Aberdeen Square
4966 Le Chalet Boulevard |
33426 | SC | Fee (3 | ) | 1990 | 2007 | 20% | 70,555 | $ | 653,733 | $ | 9.96 | 93% | Publix Super Markets (2010) | ||||||||||||||||||||||||||
|
80
|
Boynton Beach, FL |
Village Square at Golf
3775 WestWoolbright Road |
33436 | SC | Fee (3 | ) | 1983/2002 | 2007 | 20% | 131,466 | $ | 1,446,598 | $ | 13.33 | 78.3% | Publix Super Markets (2013) | ||||||||||||||||||||||||||
|
81
|
Bradenton, FL |
Lakewood Ranch Plaza
1755 Lakewood Ranch Boulevard |
34211 | SC | Fee (3 | ) | 2001 | 2007 | 20% | 69,484 | $ | 981,287 | $ | 12.45 | 98.5% | Publix Super Markets (2021) | ||||||||||||||||||||||||||
|
82
|
Bradenton, FL |
Cortez Plaza
Cortez Road West & U.S. Highway 41 |
34207 | SC | Fee | 1966/1988 | 2007 | 100% | 288,540 | $ | 2,730,450 | $ | 10.12 | 93.5% | Publix Super Markets (2010), Burlington Coat Factory (2013), PetSmart (2012), hhgregg (2019) | |||||||||||||||||||||||||||
|
83
|
Bradenton, FL |
Creekwood Crossing
7395 52nd Place East |
34203 | SC | Fee (3 | ) | 2001 | 2007 | 20% | 189,120 | $ | 1,834,222 | $ | 10.09 | 86.7% |
Beall’s (2016), Beall’s Outlet (2014), Lifestyle
Family Fitness (2018), Macy’s Furniture & Mattress
Clearance
Center (2012) |
||||||||||||||||||||||||||
|
84
|
Brandon, FL |
Kmart Shopping Center
1602 Brandon Boulevard |
33511 | SC | GL |
1972/1997/
2003 |
2 | 100% | 161,900 | $ | 804,125 | $ | 3.67 | 100% | Kmart (2012), Kane Furniture (2022) | |||||||||||||||||||||||||||
|
85
|
Brandon, FL |
Lake Brandon Plaza
Causeway Boulevard |
33511 | SC | Fee | 1999 | 2003 | 100% | 148,267 | $ | 1,951,211 | $ | 12.08 | 100% | CompUSA (2017), Jo-Ann Stores (2017), Babies “R” Us (2013), Publix Super Markets (2019) | |||||||||||||||||||||||||||
|
86
|
Casselberry, FL |
Casselberry Commons
1455 South Semoran Boulevard |
32707 | SC | Fee (3 | ) | 1973/1998 | 2007 | 20% | 242,367 | $ | 1,945,821 | $ | 9.28 | 75.8% |
Publix Super Markets (2012), Ross Dress For
Less (2018), Stein Mart (2015) |
||||||||||||||||||||||||||
|
87
|
Clearwater, FL |
Clearwater Collection
21688-21800 U.S. Highway 19 North |
33765 | SC | Fee | 1995/2005 | 2007 | 100% | 132,023 | $ | 1,447,273 | $ | 12.26 | 89.4% | L.A. Fitness International (2022), Floor & Decor (2017) | |||||||||||||||||||||||||||
26
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
88
|
Crystal River, FL |
Crystal Springs
6760 West Gulf to Lake |
34429 | SC | Fee (3 | ) | 2001 | 2007 | 20% | 66,986 | $ | 691,117 | $ | 11.09 | 90% | Publix Super Markets (2021) | ||||||||||||||||||||||||||
|
89
|
Crystal River, FL |
Crystal River Plaza
420 Sun Coast Highway |
33523 | SC | Fee | 1986/2001 | 1/2 | * | 100% | 169,101 | $ | 874,080 | $ | 7.74 | 66.8% | Beall’s (2012), Beall’s Outlet (2011) | ||||||||||||||||||||||||||
|
90
|
Dania Beach, FL |
Bass Pro Outdoor World
200 Gulf Stream Way |
33004 | SC | Fee | 1999 | 2007 | 100% | 165,000 | $ | 1,600,000 | $ | 9.70 | 100% | Bass Pro Outdoor World (2014) | |||||||||||||||||||||||||||
|
91
|
Dania, FL |
Sheridan Square
401-435 East Sheridan Street |
33004 | SC | Fee (3 | ) | 1991 | 2007 | 20% | 67,475 | $ | 649,309 | $ | 10.41 | 92.4% | Publix Super Markets (2015) | ||||||||||||||||||||||||||
|
92
|
Davie, FL |
Paradise Promenade
5949-6029 Stirling Road |
33314 | SC | Fee (3 | ) | 2004 | 2007 | 20% | 74,493 | $ | 1,006,461 | $ | 15.67 | 86.2% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
|
93
|
Daytona Beach, FL |
Volusia Point Shopping
Center 1808 West International Speedway |
32114 | SC | Fee | 1984 | 2001 | 100% | 76,087 | $ | 811,620 | $ | 13.57 | 78.6% | Marshalls (2011) | |||||||||||||||||||||||||||
|
94
|
Deerfield Beach, FL |
Hillsboro Square
Hillsboro Boulevard & Highway One |
33441 | SC | Fee (3 | ) | 1978/2002 | 2007 | 15% | 145,385 | $ | 2,108,673 | $ | 16.28 | 89.1% | Publix Super Markets (2022), Office Depot (2023) | ||||||||||||||||||||||||||
|
95
|
Englewood, FL |
Rotonda Plaza
5855 Placida Road |
34224 | SC | Fee | 1991 | 2004 | 100% | 46,835 | $ | 438,067 | $ | 10.06 | 93% | Sweetbay (2011) | |||||||||||||||||||||||||||
|
96
|
Fort Myers, FL |
Market Square
13300 South Cleveland Avenue |
33919 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 107,179 | $ | 1,734,414 | $ | 14.69 | 100% |
American Signature
(2014), Total Wine & More (2016), DSW Shoe Warehouse (2016), Target (Not Owned) |
||||||||||||||||||||||||||
|
97
|
Fort Myers, FL |
Cypress Trace
Cypress Lake Drive & U.S. 41 |
33907 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 276,288 | $ | 2,506,706 | $ | 9.65 | 94% |
Beall’s (2015), Stein Mart (2013), Beall’s Outlet
(2010), Ross Dress
For Less (2012) |
||||||||||||||||||||||||||
|
98
|
Fort Walton Beach, FL |
Shoppes at Paradise Pointe
U.S. Highway 98 & Perry Avenue |
32548 | SC | Fee (3 | ) | 1987/2000 | 2007 | 20% | 83,936 | $ | 927,480 | $ | 13.05 | 84.7% | Publix Super Markets (2021) | ||||||||||||||||||||||||||
|
99
|
Gulf Breeze, FL |
Gulf Breeze Marketplace
3749-3767 Gulf Breeze Parkway |
32561 | SC | Fee | 1998 | 2003 | 100% | 29,827 | $ | 446,060 | $ | 17.14 | 87.3% | Lowe’s (Not Owned), Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
100
|
Hernando, FL |
Shoppes of Citrus Hills
2601 Forest Ridge Boulevard |
34442 | SC | Fee (3 | ) | 1994/2003 | 2007 | 20% | 68,927 | $ | 689,613 | $ | 10.47 | 95.6% | Publix Super Markets (2014) | ||||||||||||||||||||||||||
|
101
|
Hialeah, FL |
Paraiso Plaza
3300-3350 West 80th Street |
33018 | SC | Fee (3 | ) | 1997 | 2007 | 20% | 60,712 | $ | 876,978 | $ | 14.44 | 100% | Publix Super Markets (2017) | ||||||||||||||||||||||||||
|
102
|
Jacksonville, FL |
Jacksonville Regional
3000 Dunn Avenue |
32218 | SC | Fee | 1988 | 1995 | 100% | 219,735 | $ | 1,177,073 | $ | 6.54 | 81.9% | J.C. Penney (2012), Winn Dixie Stores (2014) | |||||||||||||||||||||||||||
|
103
|
Jacksonville, FL |
Arlington Plaza
926 Arlington Road |
32211 | SC | Fee | 1990/1999 | 2004 | 100% | 182,098 | $ | 638,787 | $ | 7.07 | 49.6% | Food Lion (2010) | |||||||||||||||||||||||||||
27
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
104
|
Lake Mary, FL |
Shoppes of Lake Mary
4155 West Lake Mary Boulevard |
32746 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 73,343 | $ | 1,451,045 | $ | 21.01 | 93.2% | Staples (2015) | ||||||||||||||||||||||||||
|
105
|
Lake Wales, FL |
Shoppes on the Ridge
Highway 27 & Chalet Suzanne Road |
33859 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 115,578 | $ | 1,028,742 | $ | 11.81 | 75.3% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
|
106
|
Lakeland, FL |
Lakeland Marketplace
Florida Lakeland |
33803 | SC | Fee | 2006 | 2003 | 100% | 77,582 | $ | 581,865 | $ | 7.50 | 100% | ||||||||||||||||||||||||||||
|
107
|
Lakeland, FL |
Highlands Plaza
2228 Lakelands Highland Road |
33803 | SC | Fee | 1990 | 2004 | 100% | 102,572 | $ | 793,394 | $ | 8.74 | 88.5% | Winn Dixie Stores (2017) | |||||||||||||||||||||||||||
|
108
|
Largo, FL |
Bardmoor Promenade
10801 Starkey Road |
33777 | SC | Fee (3 | ) | 1991 | 2007 | 20% | 152,667 | $ | 1,887,829 | $ | 12.58 | 96.9% | Publix Super Markets (2011) | ||||||||||||||||||||||||||
|
109
|
Largo, FL |
Kmart Shopping Center
1000 Missouri Avenue |
33770-1814 | SC | Fee (3 | ) | 1969 | 2008 | 25.25% | 116,805 | $ | 214,921 | $ | 1.84 | 100% | Kmart (2012) | ||||||||||||||||||||||||||
|
110
|
Lauderhill, FL |
Universal Plaza
7730 West Commercial |
33351 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 49,505 | $ | 976,575 | $ | 22.42 | 88% | Target (Not Owned) | ||||||||||||||||||||||||||
|
111
|
Melbourne, FL |
Melbourne Shopping Center
1301-1441 South Babcock |
32901 | SC | Fee (3 | ) | 1960/1999 | 2007 | 20% | 204,202 | $ | 1,331,562 | $ | 6.91 | 91.5% | Big Lots (2014), Publix Super Markets (2019) | ||||||||||||||||||||||||||
|
112
|
Miami, FL |
The Shops at Midtown Miami
3401 North Miami Avenue |
33127 | SC | Fee | 2006 | 1 | * | 100% | 253,341 | $ | 2,648,454 | $ | 10.49 | 81% | Loehmann’s (2018), Marshalls (2017), Ross Dress For Less (2018), Target (2027), West Elm (2019) | ||||||||||||||||||||||||||
|
113
|
Miami, FL |
Plaza Del Paraiso
12100 Southwest 127th Avenue |
33186 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 82,441 | $ | 1,175,673 | $ | 13.55 | 93.4% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
|
114
|
Miramar, FL |
River Run
Miramar Parkway & Palm Avenue |
33025 | SC | Fee (3 | ) | 1989 | 2007 | 20% | 93,643 | $ | 979,483 | $ | 11.35 | 92.1% | Publix Super Markets (2014) | ||||||||||||||||||||||||||
|
115
|
Naples, FL |
Countryside Shoppes
4025 Santa Barbara |
34104 | SC | Fee (3 | ) | 1997 | 2007 | 20% | 73,986 | $ | 863,272 | $ | 11.67 | 100% | Sweetbay Supermarkets (2017) | ||||||||||||||||||||||||||
|
116
|
Newport Richey, FL |
Shoppes at Golden Acres
9750 Little Road |
34654 | SC | Fee (3 | ) | 2002 | 2007 | 20% | 130,643 | $ | 1,076,693 | $ | 13.65 | 60.4% | Publix Super Markets (2022) | ||||||||||||||||||||||||||
|
117
|
Ocala, FL |
Heather Island
7878 Southeast Maricamp |
34472 | SC | Fee (3 | ) | 2005 | 2007 | 20% | 70,970 | $ | 720,742 | $ | 10.51 | 96.6% | Publix Super Markets (2020) | ||||||||||||||||||||||||||
|
118
|
Ocala, FL |
Steeplechase Plaza
8585 State Road 200 |
34481 | SC | Fee | 1993 | 2007 | 100% | 92,180 | $ | 848,328 | $ | 9.23 | 95.1% | Publix Super Markets (2013) | |||||||||||||||||||||||||||
|
119
|
Ocala, FL |
Ocala West
2400 Southwest College Road |
32674 | SC | Fee | 1991 | 2003 | 100% | 105,276 | $ | 812,261 | $ | 8.11 | 95.1% | Sports Authority (2012), Hobby Lobby (2016) | |||||||||||||||||||||||||||
|
120
|
Ocoee, FL |
West Oaks Town Center
9537-49 West Colonial |
34761 | SC | Fee (3 | ) | 2000 | 2007 | 20% | 66,539 | $ | 1,096,259 | $ | 18.15 | 90.8% | Michaels (2015) | ||||||||||||||||||||||||||
28
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
121
|
Orlando, FL |
Chickasaw Trail
2300 South Chickasaw Trail |
32825 | SC | Fee (3 | ) | 1994 | 2007 | 20% | 75,492 | $ | 820,517 | $ | 11.60 | 93.7% | Publix Super Markets (2014) | ||||||||||||||||||||||||||
|
122
|
Orlando, FL |
West Colonial Center
Good Homes Road & Colonial Drive |
32818 | SC | Fee (3 | ) | 1999 | 2007 | 15% | 78,625 | $ | 125,355 | $ | 4.14 | 38.5% | Staples (2015) | ||||||||||||||||||||||||||
|
123
|
Orlando, FL |
Conway Plaza
4400 Curry Ford Road |
32812 | SC | Fee (3 | ) | 1985/1999 | 2007 | 20% | 117,723 | $ | 852,006 | $ | 9.21 | 78.5% | Publix Super Markets (2019) | ||||||||||||||||||||||||||
|
124
|
Orlando, FL |
Sand Lake Corners
8111-8481 John Young Parkway |
32819 | SC | Fee (3 | ) | 1998/2000 | 2007 | 15% | 197,716 | $ | 1,788,884 | $ | 16.00 | 56.6% | PetSmart (2014), Staples (2014), Walmart (Not Owned), Lowe’s (Not Owned) | ||||||||||||||||||||||||||
|
125
|
Orlando, FL |
Skyview Plaza
7801 Orange Blossom Trail |
32809 | SC | Fee (3 | ) | 1994/1998 | 2007 | 20% | 281,260 | $ | 2,030,935 | $ | 8.79 | 82.1% | Publix Super Markets (2013), Office Depot (2014), Kmart (2014) | ||||||||||||||||||||||||||
|
126
|
Oviedo, FL |
Oviedo Park Crossing
Route 417 & Red Bug Lake Road |
32765 | SC | Fee (3 | ) | 1999 | 1 | * | 20% | 186,177 | $ | 1,639,615 | $ | 10.54 | 83.5% | Office Max (2014), Ross Dress For Less (2015), Michaels (2014), T.J. Maxx (2010), Lowe’s (Not Owned) | |||||||||||||||||||||||||
|
127
|
Palm Beach Garden, FL |
Northlake Commons
Northlake Boulevard |
33403 | SC | Fee (3 | ) | 1987/2003 | 2007 | 20% | 146,825 | $ | 1,705,497 | $ | 15.09 | 77% | Ross Dress For Less (2014), Home Depot (Not Owned) | ||||||||||||||||||||||||||
|
128
|
Palm Harbor, FL |
The Shoppes of Boot Ranch
300 East Lakeroad |
34685 | SC | Fee | 1990 | 1995 | 100% | 52,395 | $ | 906,759 | $ | 19.68 | 87.9% | Publix (Not Owned), Target (Not Owned) | |||||||||||||||||||||||||||
|
129
|
Palm Harbor, FL |
Brooker Creek
36301 East Lakeroad |
34685 | SC | Fee (3 | ) | 1994 | 2007 | 20% | 77,596 | $ | 1,005,467 | $ | 12.96 | 100% | Publix Super Markets (2014) | ||||||||||||||||||||||||||
|
130
|
Pembroke Pines, FL |
Flamingo Falls
2000-2216 North Flamingo Road |
33028 | SC | Fee (3 | ) | 2001 | 2007 | 20% | 108,565 | $ | 2,048,094 | $ | 21.51 | 87.7% | |||||||||||||||||||||||||||
|
131
|
Plantation, FL |
The Fountains
801 South University Drive |
33324 | SC | Fee | 1989 | 2007 | 100% | 224,735 | $ | 2,980,765 | $ | 15.77 | 70.2% | Marshalls (2014), Kohl’s (2030) | |||||||||||||||||||||||||||
|
132
|
Plantation, FL |
Vision Works
801 South University Drive |
33324 | SC | Fee | 1989 | 2007 | 100% | 6,891 | $ | 159,170 | $ | 23.10 | 100% | ||||||||||||||||||||||||||||
|
133
|
Santa Rosa Beach, FL |
Watercolor Crossing
110 Watercolor Way |
32459 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 43,207 | $ | 533,555 | $ | 14.34 | 86.1% | Publix Super Markets (2024) | ||||||||||||||||||||||||||
|
134
|
Sarasota, FL |
Sarasota Pavilion
6511 Tamaimi Trail |
34231 | SC | Fee (3 | ) | 1999 | 2007 | 15% | 324,985 | $ | 3,781,322 | $ | 11.89 | 96% |
Stein Mart (2014), Publix Super Markets (2020), Michaels (2014),
Old
Navy (2010), Marshalls (2013), Bed Bath & Beyond (2015), Ross Dress For Less (2012), Books-A-Million (2011) |
||||||||||||||||||||||||||
29
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
135
|
Spring Hill, FL |
Mariner Square
13050 Cortez Boulevard |
34613 | SC | Fee | 1988/1997 | 1/2 | * | 100% | 188,347 | $ | 1,491,074 | $ | 8.43 | 90.5% | Beall’s (2011), Ross Dress For Less (2014), Walmart (Not Owned) | ||||||||||||||||||||||||||
|
136
|
St. Petersburg, FL |
Kmart Plaza
3951 34th Street South |
33711-4360 | SC | Fee (3 | ) | 1973 | 2008 | 25.25% | 94,500 | $ | 277,400 | $ | 2.94 | 100% | |||||||||||||||||||||||||||
|
137
|
St. Petersburg, FL |
Gateway Mall
7751-8299 9th Street North |
33702 | SC | Fee (3 | ) | 2000 | 2007 | 15% | 231,106 | $ | 2,055,710 | $ | 9.35 | 95.1% | T.J. Maxx (2014), Publix Super Markets (2019), Beall’s (2021), PetSmart (2013), Office Depot (2014), Target (Not Owned) | ||||||||||||||||||||||||||
|
138
|
Tallahassee, FL |
Capital West
4330 West Tennessee Street |
32312 | SC | Fee | 1994/2004 | 2003 | 100% | 83,551 | $ | 638,597 | $ | 8.16 | 93.7% | Beall’s Outlet (2014), Office Depot (2017), Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
139
|
Tallahassee, FL |
Killearn Shopping Center
3479-99 Thomasville Road |
32309 | SC | Fee (3 | ) | 1980 | 2007 | 20% | 95,229 | $ | 948,217 | $ | 10.29 | 96.8% | Publix Super Markets (2011) | ||||||||||||||||||||||||||
|
140
|
Tallahassee, FL |
Southwood Village
NWC Capital Circle & Blairstone Road |
32301 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 62,840 | $ | 699,802 | $ | 12.25 | 90.9% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
|
141
|
Tamarac, FL |
Midway Plaza
University Drive & Commercial Boulevard |
33321 | SC | Fee (3 | ) | 1985 | 2007 | 20% | 227,209 | $ | 2,375,640 | $ | 12.63 | 82.8% | Ross Dress For Less (2013), Publix Super Markets (2011) | ||||||||||||||||||||||||||
|
142
|
Tampa, FL |
New Tampa Commons
Bruce B. Downs & Donna Michelle |
33647 | SC | Fee | 2005 | 2007 | 100% | 10,000 | $ | 343,345 | $ | 34.33 | 100% | ||||||||||||||||||||||||||||
|
143
|
Tampa, FL |
North Pointe Plaza
15001-15233 North Dale Mabry |
33618 | SC | Fee (3 | ) | 1990 | 1/2 | * | 20% | 104,460 | $ | 1,174,386 | $ | 12.66 | 88.8% | Publix Super Markets (2015), Walmart (Not Owned) | |||||||||||||||||||||||||
|
144
|
Tampa, FL |
Walk at Highwood Preserve I
18001 Highwoods Preserve Parkway |
33647 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 169,081 | $ | 1,995,841 | $ | 22.38 | 52.7% | Michaels (2012) | ||||||||||||||||||||||||||
|
145
|
Tampa, FL |
Town N’ Country Promenade
7021-7091 West Waters Avenue |
33634 | SC | Fee | 1990 | 1/2 | * | 100% | 134,463 | $ | 1,118,019 | $ | 9.21 | 90.3% | Sweetbay (2010), Beall’s Outlet (2014), Walmart (Not Owned) | ||||||||||||||||||||||||||
|
146
|
Tarpon Springs, FL |
Tarpon Square
41232 U.S. 19, North |
34689 | SC | Fee | 1974/1998 | 1/2 | * | 100% | 198,797 | $ | 954,823 | $ | 9.32 | 48.5% | Big Lots (2012), Staples (2013) | ||||||||||||||||||||||||||
|
147
|
Tequesta, FL |
Tequesta Shoppes
105 North U.S. Highway 1 |
33469 | SC | Fee | 1986 | 2007 | 100% | 109,760 | $ | 1,131,214 | $ | 11.01 | 93.6% | Stein Mart (2017) | |||||||||||||||||||||||||||
|
148
|
Valrico, FL |
Brandon Boulevard Shoppes
1930 State Route 60 East |
33594 | SC | Fee | 1994 | 2007 | 100% | 85,377 | $ | 879,687 | $ | 11.09 | 92.9% | Publix Super Markets (2014) | |||||||||||||||||||||||||||
|
149
|
Valrico, FL |
Shoppes at Lithia
3461 Lithia Pinecrest Road |
33594 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 71,430 | $ | 979,693 | $ | 15.30 | 89.7% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
30
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
150
|
Venice, FL |
Jacaranda Plaza
1687 South Bypass |
34293 | SC | Fee (3 | ) | 1974 | 2008 | 25.25% | 84,180 | $ | 0 | $ | 0.00 | 0% | |||||||||||||||||||||||||||
|
151
|
Vero Beach, FL | 6560 20th Street | 32966 | SC | Fee | 2001 | 2007 | 100% | 33,243 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
152
|
Wesley Chapel, FL | The Shoppes at New Tampa 1920 County Road 581 | 33543 | SC | Fee (3 | ) | 2002 | 2007 | 20% | 158,582 | $ | 1,805,256 | $ | 12.50 | 91.1% | Publix Super Markets (2022), Beall’s (2017) | ||||||||||||||||||||||||||
|
153
|
West Palm Beach, FL |
Paradise Place
4075 North Haverhill Road |
33417 | SC | Fee (3 | ) | 2003 | 2007 | 15% | 89,120 | $ | 967,834 | $ | 11.37 | 95.5% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
| Georgia | ||||||||||||||||||||||||||||||||||||||||||
|
154
|
Athens, GA |
Athens East
4375 Lexington Road |
30605 | SC | Fee | 2000 | 2003 | 100% | 24,000 | $ | 350,640 | $ | 14.61 | 100% | Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
155
|
Atlanta, GA |
Abernathy Square
6500 Roswell Road |
30328 | SC | Fee | 1983/1994 | 2007 | 100% | 127,615 | $ | 2,325,649 | $ | 20.06 | 87.3% | Publix Super Markets (2014) | |||||||||||||||||||||||||||
|
156
|
Atlanta, GA |
Cascade Crossing
3695 Cascade Road Souhtwest |
30331 | SC | Fee (3 | ) | 1994 | 2007 | 20% | 63,346 | $ | 608,405 | $ | 9.60 | 100% | Publix Super Markets (2014) | ||||||||||||||||||||||||||
|
157
|
Atlanta, GA |
Brookhaven Plaza
3974 Peachtree Road Northeast |
30319 | SC | Fee (3 | ) | 1993 | 2007 | 20% | 65,320 | $ | 1,190,460 | $ | 17.00 | 100% | Kroger (2018) | ||||||||||||||||||||||||||
|
158
|
Atlanta, GA |
Cascade Corners
3425 Cascade Road |
30311 | SC | Fee (3 | ) | 1993 | 2007 | 20% | 66,844 | $ | 488,029 | $ | 7.30 | 100% | Kroger (2020) | ||||||||||||||||||||||||||
|
159
|
Atlanta, GA |
Perimeter Pointe
1155 Mount Vernon Highway |
30136 | SC | Fee | 1995/2002 | 1995 | 100% | 343,155 | $ | 5,480,759 | $ | 15.17 | 100% | Stein Mart (2010), Babies “R” Us (2012), Sports Authority (2012), L.A. Fitness (2016), Office Depot (2012), United Artists Theatre (2015) | |||||||||||||||||||||||||||
|
160
|
Atlanta, GA |
Pleasant Hill Plaza
1630 Pleasant Hill Road |
30136 | SC | Fee | 1990 | 1994 | 100% | 99,025 | $ | 759,891 | $ | 11.21 | 68.5% | Walmart (Not Owned) | |||||||||||||||||||||||||||
|
161
|
Augusta, GA | 2360 Georgetown Road | 30906 | SC | Fee (3 | ) | 1999 | 2007 | 15% | 22,560 | $ | 0 | $ | 0.00 | 0% | Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
162
|
Austell, GA |
Burlington Plaza
3753-3823 Austell Road Southwest |
30106 | SC | Fee (3 | ) | 1973 | 2008 | 25.25% | 146,950 | $ | 485,557 | $ | 3.38 | 97.8% | Burlington Coat Factory (2014) | ||||||||||||||||||||||||||
|
163
|
Buford, GA |
Marketplace at Millcreek I
Mall of Georgia Boulevard |
30519 | SC | Fee (3 | ) | 2003 | 2007 | 15% | 402,941 | $ | 4,450,069 | $ | 12.79 | 86.3% |
Toys “R” Us (2015),
R.E.I. (2013), Borders (2020), Office Max (2014), PetSmart (2015), Michaels (2015), DSW Shoe Warehouse (2013), Ross Dress For Less (2013), Marshalls (2012) |
||||||||||||||||||||||||||
|
164
|
Canton, GA |
Hickory Flat Village
6175 Hickory Flat Highway |
30115 | SC | Fee (3 | ) | 2000 | 2007 | 20% | 74,020 | $ | 971,467 | $ | 13.44 | 97.6% | Publix Super Markets (2020) | ||||||||||||||||||||||||||
31
Table of Contents
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Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
165
|
Canton, GA |
Riverstone Plaza
1451 Riverstone Parkway |
30114 | SC | Fee (3 | ) | 1998 | 2007 | 20% | 302,131 | $ | 3,203,008 | $ | 11.59 | 88.4% |
Michaels (2012), Ross Dress For Less
(2012), Belk (2017), Publix Super Markets (2018) |
||||||||||||||||||||||||||
|
166
|
Cartersville, GA |
Bartow Marketplace
215 Marketplace Boulevard |
30121 | SC | Fee (3 | ) | 1995 | 2007 | 15% | 375,067 | $ | 2,470,245 | $ | 6.61 | 99.6% | Walmart Supercenter (2015), Lowe’s (2015) | ||||||||||||||||||||||||||
|
167
|
Chamblee, GA |
Chamblee Plaza
Peachtree Industrial Boulevard |
30341 | SC | Fee | 1976 | 2003 | 100% | 147,016 | $ | 590,412 | $ | 11.80 | 34% | ||||||||||||||||||||||||||||
|
168
|
Columbus, GA |
Bradley Park Crossing
1591 Bradley Park Drive |
31904 | SC | Fee | 1999 | 2003 | 100% | 119,786 | $ | 975,817 | $ | 12.46 | 65.4% | PetSmart (2015), Michaels (2014), Target (Not Owned) | |||||||||||||||||||||||||||
|
169
|
Cumming, GA |
Sharon Greens
1595 Peachtree Parkway |
30041 | SC | Fee (3 | ) | 2001 | 2007 | 20% | 98,301 | $ | 1,032,516 | $ | 12.08 | 87% | Kroger (2021) | ||||||||||||||||||||||||||
|
170
|
Cumming, GA |
Cumming Marketplace
Marketplace Boulevard |
30041 | SC | Fee | 1997/1999 | 2003 | 100% | 316,557 | $ | 3,485,429 | $ | 11.35 | 95.3% | Lowe’s (2019), Michaels (2010), Office Max (2013), Walmart Supercenter (Not Owned), Home Depot (Not Owned) | |||||||||||||||||||||||||||
|
171
|
Decatur, GA |
Flat Shoals Crossing
3649 Flakes Mill Road |
30034 | SC | Fee (3 | ) | 1994 | 2007 | 20% | 69,699 | $ | 715,401 | $ | 10.26 | 100% | Publix Super Markets (2013) | ||||||||||||||||||||||||||
|
172
|
Decatur, GA |
Hairston Crossing
2075 South Hairston Road |
30035 | SC | Fee (3 | ) | 2002 | 2007 | 20% | 57,884 | $ | 709,369 | $ | 12.26 | 100% | Publix Super Markets (2022) | ||||||||||||||||||||||||||
|
173
|
Douglasville, GA |
Douglasville Marketplace
6875 Douglas Boulevard |
30135 | SC | Fee | 1999 | 2003 | 100% | 86,158 | $ | 1,376,757 | $ | 10.05 | 96.7% |
Best Buy (2015), Babies “R” Us (2011), Lowe’s
(Not Owned) |
|||||||||||||||||||||||||||
|
174
|
Douglasville, GA |
Market Square
9503-9579 Highway 5 |
30135 | SC | Fee (3 | ) | 1974/1990 | 2007 | 20% | 121,766 | $ | 1,401,737 | $ | 11.93 | 92% | Office Depot (2013) | ||||||||||||||||||||||||||
|
175
|
Douglasville, GA |
Douglasville Pavilion
2900 Chapel Hill Road |
30135 | SC | Fee (3 | ) | 1998 | 2007 | 15% | 267,010 | $ | 2,312,283 | $ | 12.51 | 69.2% |
PetSmart (2014), Office Max (2013), Marshalls (2014), Ross
Dress
For Less (2012) |
||||||||||||||||||||||||||
|
176
|
Duluth, GA |
So Good Beauty & Bridal
3480 Steve Reynolds Boulevard |
30096 | SC | Fee | 2004 | 2007 | 100% | 20,000 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
177
|
Duluth, GA |
Venture Pointe I
2050 West Liddell Road |
30096 | SC | Fee (3 | ) | 1996 | 2007 | 15% | 335,420 | $ | 2,402,914 | $ | 8.37 | 85.6% | Hobby Lobby (2010), Babies “R” Us (2014), Ashley Furniture Homestore (2012), Golfsmith Golf Center (2012), Kohl’s (2022), Costco (Not Owned), Super Target (Not Owned) | ||||||||||||||||||||||||||
32
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
178
|
Duluth, GA |
Pleasant Hill Square
2205 Pleasant Hill |
30096 | SC | Fee (3 | ) | 1997/2000 | 2007 | 15% | 282,137 | $ | 3,311,649 | $ | 12.09 | 97.1% |
Barnes & Noble (2012), Toys “R” Us (2013),
Jo-Ann Stores (2019), Staples (2014), J.C. Penney (2012), Old Navy (2009) |
||||||||||||||||||||||||||
|
179
|
Ellenwood, GA |
Paradise Shoppes of
Ellenwood East Atlanta Road & Fairview Road |
30294 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 67,721 | $ | 732,538 | $ | 12.80 | 84.5% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
|
180
|
Fayetteville, GA |
Fayette Pavilion I
New Hope Road & Georgia Highway 85 |
30214 | SC | Fee (3 | ) | 1995/2002 | 2007 | 15% | 1,279,810 | $ | 10,832,234 | $ | 9.58 | 88.3% |
hhgregg (2018), Walmart (2016), Bed Bath & Beyond (2013),
Sports Authority (2012), T.J. Maxx (2011), Publix Super Markets
(2016), Belk (2015), Best Buy (2013), Old Navy (2010),
Ross Dress For Less (2012), Toys “R” Us (2010), Cinemark (2018), Marshalls (2011), PetSmart (2016), Kohl’s (2022), Jo-Ann Stores (2012), Dick’s Sporting Goods (2016), Home Depot (Not Owned), Target (Not Owned), Walmart Supercenter (Not Owned) |
||||||||||||||||||||||||||
|
181
|
Flowery Branch, GA |
Clearwater Crossing
7380 Spout Springs Road |
30542 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 90,566 | $ | 977,028 | $ | 12.42 | 86.9% | Kroger (2023) | ||||||||||||||||||||||||||
|
182
|
Gainesville, GA |
Rite Aid
599 South Enota Drive |
30501 | SC | Fee | 1997 | 2007 | 100% | 10,594 | $ | 178,016 | $ | 16.80 | 100% | ||||||||||||||||||||||||||||
|
183
|
Hiram, GA |
Hiram Pavilion I
5220 Jimmy Lee Smith Parkway |
30141 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 363,695 | $ | 2,675,473 | $ | 9.42 | 78.1% | Ross Dress For Less (2012), Michaels (2012), Marshalls (2011), Kohl’s (2022), Target (Not Owned) | ||||||||||||||||||||||||||
|
184
|
Kennesaw, GA |
Town Center Commons
725 Earnest Barrett Parkway |
30144 | SC | Fee | 1998 | 2007 | 100% | 72,108 | $ | 943,607 | $ | 15.02 | 87.1% | J.C. Penney (2013), Dick’s Sporting Goods (Not Owned) | |||||||||||||||||||||||||||
33
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
185
|
Kennesaw, GA |
Barrett Pavilion I
740 Barrett Parkway |
30144 | SC | Fee (3 | ) | 1998 | 2007 | 15% | 439,784 | $ | 6,920,538 | $ | 15.70 | 96.1% |
AMC Theatres (2019), Homegoods (2013), The School Box (2010),
Golfsmith Golf Center (2013), hhgregg (2018), Hobby Lobby
(2019),
Jo-Ann Stores (2011), Total Wine & More (2017), R.E.I. (2018), Old Navy (2010), Target (Not Owned) |
||||||||||||||||||||||||||
|
186
|
Lawrenceville, GA |
Springfield Park
665 Duluth Highway |
30045 | SC | Fee | 1992/2000 | 2007 | 100% | 105,321 | $ | 859,375 | $ | 9.44 | 73.6% | Hobby Lobby (2011) | |||||||||||||||||||||||||||
|
187
|
Lawrenceville, GA |
Rite Aid
1545 Lawrenceville Highway |
30044 | SC | Fee | 1997 | 2007 | 100% | 9,504 | $ | 184,328 | $ | 19.39 | 100% | ||||||||||||||||||||||||||||
|
188
|
Lithonia, GA |
Stonecrest Marketplace
Turner Hill Road & Mall Parkway |
30038 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 264,584 | $ | 3,009,483 | $ | 12.15 | 93.6% |
Staples (2017), Babies
“R” Us (2018), DSW Shoe Warehouse (2013), Ross Dress For Less (2013), Marshalls (2012), A.J. Wright (2019) |
||||||||||||||||||||||||||
|
189
|
Lithonia, GA |
Shops at Turner Hill
8200 Mall Parkway |
30038 | SC | Fee (3 | ) | 2004 | 2003 | 0.01% | 113,675 | $ | 1,452,779 | $ | 13.37 | 89.6% | Best Buy (2018), Bed Bath & Beyond (2013), Toys “R” Us (2012), Sam’s Club (Not Owned) | ||||||||||||||||||||||||||
|
190
|
Loganville, GA |
Midway Plaza
910 Athens Highway |
30052 | SC | Fee (3 | ) | 1995 | 2003 | 20% | 91,196 | $ | 988,063 | $ | 11.28 | 96.1% | Kroger (2016) | ||||||||||||||||||||||||||
|
191
|
Macon, GA |
Eisenhower Annex
4685 Presidential Parkway |
31206 | SC | Fee | 2002 | 2007 | 100% | 55,505 | $ | 641,878 | $ | 12.04 | 96% | hhgregg (2036), PetSmart (2017) | |||||||||||||||||||||||||||
|
192
|
Macon, GA |
Kmart
1901 Paul Walsh Drive |
31206 | SC | Fee | 2000 | 2007 | 100% | 102,098 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
193
|
Macon, GA |
David’s Bridal Center
4685 Presidential Parkway |
31206 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 14,000 | $ | 247,665 | $ | 19.42 | 91.1% | |||||||||||||||||||||||||||
|
194
|
Macon, GA |
Eisenhower Crossing I
4685 Presidential Parkway |
31206 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 400,653 | $ | 4,408,500 | $ | 11.93 | 90.2% | Kroger (2022), Staples (2016), Michaels (2011), Ross Dress For Less (2013), Bed Bath & Beyond (2012), Old Navy (2011), Marshalls (2011), Dick’s Sporting Goods (2017), Target (Not Owned), Best Buy (Not Owned) | ||||||||||||||||||||||||||
34
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
195
|
Marietta, GA |
Blockbuster
1748 Powder Springs |
30064 | SC | Fee (3 | ) | 1994 | 2007 | 20% | 6,500 | $ | 128,960 | $ | 19.84 | 100% | |||||||||||||||||||||||||||
|
196
|
Marietta, GA |
Towne Center Prado
2609 Bells Ferry Road |
30066 | SC | Fee (3 | ) | 1995/2002 | 1995 | 100% | 316,786 | $ | 3,229,944 | $ | 12.54 | 80.4% |
Stein Mart (2012), Ross Dress For Less (2013),
Publix Super Markets (2015) |
||||||||||||||||||||||||||
|
197
|
Marietta, GA |
Rite Aid
731 Whitlock Avenue |
30064 | SC | Fee | 1997 | 2007 | 100% | 10,880 | $ | 183,507 | $ | 16.87 | 100% | ||||||||||||||||||||||||||||
|
198
|
Mcdonough, GA |
Shoppes at Lake Dow
900-938 Highway 81 East |
30252 | SC | Fee (3 | ) | 2002 | 2007 | 20% | 72,727 | $ | 901,303 | $ | 13.07 | 94.8% | Publix Super Markets (2022) | ||||||||||||||||||||||||||
|
199
|
Morrow, GA |
Southlake Pavilion
1912 Mount Zion Road |
30260 | SC | Fee (3 | ) | 1996/2001 | 2007 | 15% | 527,866 | $ | 4,395,199 | $ | 12.42 | 66.4% | Ross Dress For Less (2012), Barnes & Noble (2013), Ashley Furniture Homestore (2012), L.A. Fitness (2017), Staples (2015), Old Navy (2011), hhgregg (2018), Sears (2012), Target (Not Owned) | ||||||||||||||||||||||||||
|
200
|
Newnan, GA |
Newnan Crossing
955-1063 Bullsboro Drive |
30264 | SC | Fee | 1995 | 2003 | 100% | 156,497 | $ | 1,266,951 | $ | 8.32 | 97.3% | Lowe’s (2015), Walmart (Not Owned) | |||||||||||||||||||||||||||
|
201
|
Newnan, GA |
Newnan Pavilion
1074 Bullsboro Drive |
30265 | SC | Fee (3 | ) | 1998 | 2007 | 15% | 263,635 | $ | 2,649,198 | $ | 11.66 | 79.7% | Office Max (2013), PetSmart (2015), Home Depot (2019), Ross Dress For Less (2012), Kohl’s (2022) | ||||||||||||||||||||||||||
|
202
|
Norcross, GA |
Jones Bridge Square
5075 Peachtree Parkway |
30092 | SC | Fee | 1999 | 2007 | 100% | 83,363 | $ | 836,163 | $ | 10.25 | 97.9% | Ingles (2019) | |||||||||||||||||||||||||||
|
203
|
Rome, GA |
2700 Martha Berry Highway
Northeast |
30165 | SC | Fee | 2001 | 2007 | 100% | 33,056 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
204
|
Roswell, GA |
Sandy Plains Village I
Georgia Highway 92 & Sandy Plains Road |
30075 | SC | Fee | 1978/1995 | 2007 | 100% | 177,529 | $ | 1,150,779 | $ | 11.38 | 56.9% | Kroger (2010) | |||||||||||||||||||||||||||
|
205
|
Roswell, GA |
Stonebridge Square
610-20 Crossville Road |
30075 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 160,104 | $ | 1,714,137 | $ | 14.15 | 75.7% | Kohl’s (2022) | ||||||||||||||||||||||||||
|
206
|
Smyrna, GA |
Heritage Pavilion
2540 Cumberland Boulevard |
30080 | SC | Fee (3 | ) | 1995 | 2007 | 15% | 262,971 | $ | 3,230,431 | $ | 12.62 | 97.3% |
PetSmart (2016), Ross Dress For Less (2016), American
Signature
(2018), T.J. Maxx (2010), Marshalls (2011) |
||||||||||||||||||||||||||
|
207
|
Snellville, GA |
Presidential Commons
1630-1708 Scenic Highway |
30078 | SC | Fee | 2000 | 2007 | 100% | 371,586 | $ | 3,858,334 | $ | 11.01 | 91.5% |
Jo-Ann Stores (2014), Kroger (2018), Stein Mart (2013),
Home Depot (2023) |
|||||||||||||||||||||||||||
35
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
208
|
Snellville, GA |
Rite Aid
3295 Centerville Highway |
30039 | SC | Fee | 1997 | 2007 | 100% | 10,594 | $ | 199,601 | $ | 18.84 | 100% | ||||||||||||||||||||||||||||
|
209
|
Stone Mountain, GA |
Deshon Plaza
380 North Deshon Road |
30087 | SC | Fee (3 | ) | 1994 | 2007 | 20% | 64,055 | $ | 711,624 | $ | 11.11 | 100% | Publix Super Markets (2014) | ||||||||||||||||||||||||||
|
210
|
Suwanee, GA |
Johns Creek Town Center
3630 Peachtree Parkway Suwanee |
30024 | SC | Fee | 2001/2004 | 2003 | 100% | 285,336 | $ | 3,683,071 | $ | 13.51 | 95.5% | Borders (2021), PetSmart (2020), Kohl’s (2022), Michaels (2011), Staples (2016), Shoe Gallery (2014) | |||||||||||||||||||||||||||
|
211
|
Suwanee, GA |
Shops at Johns Creek
4090 Johns Creek Parkway |
30024 | SC | Fee (3 | ) | 1997 | 2007 | 20% | 18,200 | $ | 254,075 | $ | 20.16 | 69.2% | |||||||||||||||||||||||||||
|
212
|
Suwanee, GA |
Suwanee Crossroads
Lawrenceville Road & Satellite Boulevard |
30024 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 69,600 | $ | 612,535 | $ | 16.23 | 54.2% | Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
213
|
Sylvania, GA |
BI-LO -Sylvania
1129 West Ogeechee Street |
30467 | SC | Fee | 2002 | 2007 | 100% | 36,000 | $ | 378,000 | $ | 10.50 | 100% | BI-LO (2023) | |||||||||||||||||||||||||||
|
214
|
Tucker, GA |
Cofer Crossing
4349-4375 Lawrenceville Highway |
30084 | SC | Fee (3 | ) | 1998/2003 | 2003 | 20% | 130,832 | $ | 798,331 | $ | 7.90 | 71.4% | Kroger (2019), Walmart (Not Owned) | ||||||||||||||||||||||||||
|
215
|
Tyrone, GA |
Southampton Village
NWC of Highway 74 & Swanson Road |
30290 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 77,956 | $ | 875,937 | $ | 12.46 | 90.2% | Publix Super Markets (2023) | ||||||||||||||||||||||||||
|
216
|
Union City, GA |
Shannon Square
4720 Jonesboro Road |
30291 | SC | Fee | 1986 | 2003 | 100% | 100,002 | $ | 551,875 | $ | 7.62 | 72.4% | ||||||||||||||||||||||||||||
|
217
|
Warner Robins, GA |
Warner Robins Place
2724 Watson Boulevard |
31093 | SC | Fee | 1997 | 2003 | 100% | 107,941 | $ | 1,290,018 | $ | 11.85 | 94.4% | T.J. Maxx (2015), Staples (2016), Walmart Supercenter (Not Owned), Lowe’s (Not Owned) | |||||||||||||||||||||||||||
|
218
|
Warner Robins, GA |
City Crossing
Watson Boulevard & Carl Vinson Parkway |
31093 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 190,433 | $ | 1,621,273 | $ | 11.31 | 75.3% | Michaels (2011), Ross Dress For Less (2012), Home Depot (Not Owned) | ||||||||||||||||||||||||||
|
219
|
Woodstock, GA |
Woodstock Place
10029 Highway 928 |
30188 | SC | Fee | 1995 | 2003 | 100% | 44,691 | $ | 416,452 | $ | 11.82 | 78.9% | ||||||||||||||||||||||||||||
|
220
|
Woodstock, GA |
Woodstock Square
120-142 Woodstock Sqaure |
30189 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 218,859 | $ | 2,892,338 | $ | 13.22 | 100% | Office Max (2017), Old Navy (2012), Kohl’s (2022), Super Target (Not Owned) | ||||||||||||||||||||||||||
| Idaho | ||||||||||||||||||||||||||||||||||||||||||
|
221
|
Idaho Falls, ID |
Country Club Mall
1515 Northgate Mile |
83401 | SC | Fee |
1976/1992/
1997 |
1998 | 100% | 138,495 | $ | 605,445 | $ | 8.64 | 50.6% | Office Max (2011), Fred Meyer, Inc. (Not Owned) | |||||||||||||||||||||||||||
36
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
222
|
Meridian, ID |
Meridian Crossroads
Eagle & Fairview Road |
83642 | SC | Fee |
1999/2001/
2002/2003 |
1* | 100% | 461,023 | $ | 6,427,591 | $ | 12.80 | 98% | Bed Bath & Beyond (2011), Old Navy (2010), Shopko (2020), Office Depot (2010), Ross Dress For Less (2012), Marshalls (2012), Sportsman’s Warehouse (2015), Babies “R” Us (2014), Craft Warehouse (2013), Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
223
|
Nampa, ID |
Nampa Gateway Center
1200 North Happy Valley Road |
83687 | SC | Fee | 2008 | 1* | 100% | 172,819 | $ | 854,912 | $ | 4.05 | 100% | Idaho Athletic Club (2019), Sports Authority (2020), Macy’s (2030), J.C. Penney (2027) | |||||||||||||||||||||||||||
| Illinois | ||||||||||||||||||||||||||||||||||||||||||
|
224
|
Deer Park, IL |
Deer Park Town Center
20530 North Rand Road, Suite 133 |
60010 | LC | Fee (3 | ) | 2000/2004 | 1* | 25.75% | 302,039 | $ | 8,984,828 | $ | 29.96 | 92.2% |
Gap (2010), Crate &
Barrel (2018), Century Theatre (2019), Barnes & Noble (Not Owned) |
||||||||||||||||||||||||||
|
225
|
Mchenry, IL |
The Shops at Fox River
3340 Shoppers Drive |
60050 | SC | Fee | 2006 | 1* | 100% | 226,552 | $ | 2,154,350 | $ | 11.25 | 80.6% | Dick’s Sporting Goods (2018), PetSmart (2017), Bed Bath & Beyond (2017), Best Buy (2018) | |||||||||||||||||||||||||||
|
226
|
Mount Vernon, IL |
Times Square Mall
42nd & Broadway |
62864 | MM | Fee |
1974/1998/
2000 |
1993 | 100% | 269,328 | $ | 822,944 | $ | 3.97 | 71.9% | Sears (2013), J.C. Penney (2012) | |||||||||||||||||||||||||||
|
227
|
Orland Park, IL | Marley Creek Square 179th Street & Wolf Road | 60467 | SC | Fee (3 | ) | 2006 | 2006 | 20% | 57,499 | $ | 810,513 | $ | 19.02 | 74.1% | |||||||||||||||||||||||||||
|
228
|
Orland Park, IL |
Home Depot Center
15800 Harlem Avenue |
60462 | SC | Fee | 1987/1993 | 2004 | 100% | 149,498 | $ | 1,471,963 | $ | 10.49 | 93.8% | Home Depot (2012) | |||||||||||||||||||||||||||
|
229
|
Roscoe, IL |
Hilander Village
4860 Hononegah Road |
61073 | SC | Fee (3 | ) | 1994 | 2007 | 20% | 125,712 | $ | 990,831 | $ | 9.39 | 83.9% | Kroger (2020) | ||||||||||||||||||||||||||
|
230
|
Skokie, IL |
Village Crossing
5507 West Touhy Avenue |
60077 | SC | Fee (3 | ) | 1989 | 2007 | 15% | 437,249 | $ | 7,700,534 | $ | 18.82 | 92.1% |
Michaels (2013), Bed Bath
& Beyond (2013), Office Max (2015), Best Buy (2014), Crown Theatres (2021), Barnes & Noble (2012) |
||||||||||||||||||||||||||
| Indiana | ||||||||||||||||||||||||||||||||||||||||||
|
231
|
Bedford, IN |
Town Fair Center
1320 James Avenue |
47421 | SC | Fee | 1993/1997 | 2 | 100% | 223,431 | $ | 948,439 | $ | 5.81 | 73% | Kmart (2018), J.C. Penney (2013) | |||||||||||||||||||||||||||
|
232
|
Evansville, IN |
East Lloyd Commons
6300 East Lloyd Expressway |
47715 | SC | Fee | 2005 | 2007 | 100% | 159,682 | $ | 2,125,109 | $ | 13.43 | 99.1% |
Gordman’s (2015), Michaels (2015), Best Buy
(2016) |
|||||||||||||||||||||||||||
37
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
233
|
Highland, IN |
Highland Grove Shopping
Center Highway 41 & Main Street |
46322 | SC | Fee (3 | ) | 1995/2001 | 1996 | 20% | 312,546 | $ | 2,904,726 | $ | 11.25 | 82.6% | Marshalls (2011), Kohl’s (2016), Office Max (2012), Dick’s Sporting Goods (Not Owned), Best Buy (Not Owned), Border’s (Not Owned), Target (Not Owned) | ||||||||||||||||||||||||||
|
234
|
Indianapolis, IN |
Glenlake Plaza
2629 East 65th Street |
46220 | SC | Fee (3 | ) | 1980 | 2007 | 20% | 102,549 | $ | 758,370 | $ | 9.03 | 81.9% | Kroger (2020) | ||||||||||||||||||||||||||
|
235
|
Lafayette, IN |
Park East Marketplace
4205 - 4315 Commerce Drive |
47905 | SC | Fee | 2000 | 2003 | 100% | 35,100 | $ | 191,557 | $ | 15.31 | 35.7% | Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
236
|
South Bend, IN |
Broadmoor Plaza
1217 East Ireland Road |
46614 | SC | Fee (3 | ) | 1987 | 2007 | 20% | 114,968 | $ | 1,227,654 | $ | 11.69 | 91.3% | Kroger (2020) | ||||||||||||||||||||||||||
| Iowa | ||||||||||||||||||||||||||||||||||||||||||
|
237
|
Cedar Rapids, IA |
Northland Square
303 -367 Collins Road, Northeast |
52404 | SC | Fee | 1984 | 1998 | 100% | 187,068 | $ | 1,900,409 | $ | 10.16 | 100% | T.J. Maxx (2015), Office Max (2015), Barnes & Noble (2015), Kohl’s (2021) | |||||||||||||||||||||||||||
|
238
|
Ottumwa, IA |
Quincy Place Mall
1110 Quincy Avenue |
52501 | MM | Fee |
1990/1999/
2002 |
1/2 | * | 100% | 241,427 | $ | 1,141,130 | $ | 7.08 | 66.8% |
Herberger’s (2015), J. C. Penney (2015), Target (Not
Owned) |
||||||||||||||||||||||||||
| Kansas | ||||||||||||||||||||||||||||||||||||||||||
|
239
|
Leawood, KS |
Town Center Plaza
5000 West 119th Street |
66209 | LC | Fee | 1996/2002 | 1998 | 100% | 309,500 | $ | 8,349,043 | $ | 29.94 | 91.9% | Barnes & Noble (2016), Macy’s (Not Owned) | |||||||||||||||||||||||||||
|
240
|
Overland Park, KS |
Overland Pointe Marketplace
Intersection 135 & Antioch Road |
66213 | SC | Fee (3 | ) | 2001/2004 | 2003 | 0.01% | 42,632 | $ | 857,986 | $ | 17.31 | 97.1% |
Babies “R” Us (2015), Home Depot (Not
Owned), Sam’s Club (Not Owned) |
||||||||||||||||||||||||||
| Kentucky | ||||||||||||||||||||||||||||||||||||||||||
|
241
|
Lexington, KY |
South Farm Marketplace
Man-O-War Boulevard & Nichol |
40503 | SC | Fee | 1998 | 2003 | 100% | 19,609 | $ | 311,844 | $ | 22.64 | 64.5% | Lowe’s (Not Owned), Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
242
|
Louisville, KY |
Outer Loop Plaza
7505 Outer Loop Highway |
40228 | SC | Fee |
1973/1989/
1998 |
2004 | 100% | 120,777 | $ | 615,078 | $ | 6.05 | 84.1% | Valu Discount (2014) | |||||||||||||||||||||||||||
|
243
|
Richmond, KY |
Carriage Gate
833-847 Eastern By-Pass |
40475 | SC | Fee | 1992 | 2003 | 100% | 134,823 | $ | 676,050 | $ | 5.46 | 91.8% | Office Depot (2016), Hobby Lobby (2018), Dunham’s Sporting Goods (2015), Ballard’s (Not Owned) | |||||||||||||||||||||||||||
| Louisiana | ||||||||||||||||||||||||||||||||||||||||||
|
244
|
Covington, LA |
Covington Corners
782 North Highway 190 |
70433 | SC | Fee | 1999 | 2007 | 100% | 15,590 | $ | 249,440 | $ | 16.00 | 100% | ||||||||||||||||||||||||||||
38
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
| Maine | ||||||||||||||||||||||||||||||||||||||||||
|
245
|
Brunswick, ME |
Cook’s Corners
172 Bath Road |
04011 | SC | GL | 1965 | 1997 | 100% | 301,853 | $ | 2,094,721 | $ | 7.75 | 85.2% | Hoyts Cinemas (2010), Big Lots (2013), T.J. Maxx (2015), Sears (2012) | |||||||||||||||||||||||||||
| Maryland | ||||||||||||||||||||||||||||||||||||||||||
|
246
|
Bowie, MD |
Duvall Village
4825 Glenn Dale Road |
20720 | SC | Fee | 1998 | 2007 | 100% | 88,022 | $ | 1,408,172 | $ | 16.69 | 95.8% | ||||||||||||||||||||||||||||
|
247
|
Glen Burnie, MD |
Harundale Plaza
7440 Ritchie Highway |
21061 | SC | Fee (3 | ) | 1999 | 2007 | 20% | 217,619 | $ | 2,616,223 | $ | 12.31 | 97.6% | A & P (2019), A.J. Wright (2014), Burlington Coat Factory (2018) | ||||||||||||||||||||||||||
|
248
|
Hagerstown, MD |
Valley Park Commons
1520 Wesel Boulevard |
21740 | SC | Fee | 1993/2006 | 2007 | 100% | 88,893 | $ | 1,029,079 | $ | 12.61 | 91.8% | ||||||||||||||||||||||||||||
|
249
|
Salisbury, MD |
The Commons
East North Point Drive |
21801 | SC | Fee | 2000 | 2006 | 100% | 126,135 | $ | 1,834,109 | $ | 13.92 | 100% |
Best Buy (2014),
Michaels (2014), Home Depot (Not Owned), Target (Not Owned) |
|||||||||||||||||||||||||||
|
250
|
Upper Marlboro, MD |
Largo Towne Center
950 Largo Center Drive |
20774 | SC | Fee (3 | ) | 1991 | 2007 | 20% | 260,797 | $ | 3,840,764 | $ | 12.55 | 98.6% | Shoppers Food Warehouse (2016), Marshalls (2011), Regency Furniture (2017) | ||||||||||||||||||||||||||
|
251
|
White Marsh, MD |
Costco Plaza
9919 Pulaski Highway |
21220 | SC | Fee (3 | ) | 1987/1992 | 2007 | 15% | 187,331 | $ | 1,619,739 | $ | 7.94 | 100% |
Costco Wholesale (2011), PetSmart (2015), Pep
Boys (2012), Sports Authority (2011), Home Depot (Not Owned) |
||||||||||||||||||||||||||
| Massachusetts | ||||||||||||||||||||||||||||||||||||||||||
|
252
|
Everett, MA |
Gateway Center 1
Mystic View Road |
02149 | SC | Fee | 2001 | 1 | * | 100% | 222,236 | $ | 4,760,812 | $ | 17.19 | 100% |
Home Depot (2031),Bed
Bath & Beyond (2011), Old Navy (2011), Office Max (2020), Babies “R” Us (2013), Michaels (2012), Costco (Not Owned), Target (Not Owned) |
||||||||||||||||||||||||||
|
253
|
West Springfield, MA |
Riverdale Shops
935 Riverdale Street |
01089 | SC | Fee (3 | ) | 1985/2003 | 2007 | 20% | 273,532 | $ | 3,376,974 | $ | 13.06 | 94.5% | Kohl’s (2024), Stop & Shop (2016) | ||||||||||||||||||||||||||
|
254
|
Worcester, MA |
Sam’s Club
301 Barber Avenue |
01606 | SC | Fee | 1998 | 2007 | 100% | 107,929 | $ | 1,116,581 | $ | 10.35 | 100% | Sam’s Club (2013) | |||||||||||||||||||||||||||
| Michigan | ||||||||||||||||||||||||||||||||||||||||||
|
255
|
Bad Axe, MI |
Huron Crest Plaza
850 North Van Dyke Road |
48413 | SC | Fee | 1991 | 1993 | 100% | 63,415 | $ | 144,425 | $ | 8.86 | 25.7% | Walmart (Not Owned) | |||||||||||||||||||||||||||
|
256
|
Benton Harbor, MI |
Fairplain Plaza
1000 Napier Avenue |
49022 | SC | Fee (3 | ) | 1998 | 2006 | 20% | 280,216 | $ | 2,159,997 | $ | 10.69 | 72.1% | Office Depot (2010), T.J. Maxx (2014), Kohl’s (Not Owned), Target (Not Owned) | ||||||||||||||||||||||||||
39
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
257
|
Cheboygan, MI |
Kmart Shopping Plaza
1109 East State |
49721 | SC | Fee | 1988 | 1994 | 100% | 70,076 | $ | 249,764 | $ | 4.23 | 84.2% | Kmart (2015) | |||||||||||||||||||||||||||
|
258
|
Dearborn Heights, MI |
Walgreens
8706 North Telegraph Road |
48127 | SC | Fee | 1998/1999 | 2007 | 100% | 13,905 | $ | 385,510 | $ | 27.72 | 100% | ||||||||||||||||||||||||||||
|
259
|
Detroit, MI |
Bel Air Centre
8400 East Eight Mile Road |
48234 | SC | GL | 1989/2002 | 1998 | 100% | 445,349 | $ | 1,397,115 | $ | 8.47 | 37% | Forman Mills (2012), Theater Group (2014) | |||||||||||||||||||||||||||
|
260
|
Gaylord, MI |
Pine Ridge Square
1401 West Main Street |
49735 | SC | Fee | 1991/2004 | 1993 | 100% | 188,386 | $ | 587,352 | $ | 4.55 | 68.6% | Dunham’s Sporting Goods (2011), Big Lots (2015), Bosman’s Mercantile (2018) | |||||||||||||||||||||||||||
|
261
|
Grand Rapids, MI |
Green Ridge Square
3390-B Alpine Avenue Northwest |
49504 | SC | Fee | 1989 | 1995 | 100% | 133,538 | $ | 1,500,783 | $ | 11.96 | 94% | T.J. Maxx (2011), Office Depot (2011), Target (Not Owned), Toys “R” Us (Not Owned) | |||||||||||||||||||||||||||
|
262
|
Grand Rapids, MI |
Green Ridge Square
3410 Alpine Avenue |
49504 | SC | Fee | 1991/1995 | 2004 | 100% | 85,254 | $ | 464,421 | $ | 11.96 | 45.5% | Bed Bath & Beyond (2015) | |||||||||||||||||||||||||||
|
263
|
Houghton, MI |
Copper Country Mall
Highway M26 |
49931 | MM | Fee | 1981/1999 | 1/2 | * | 100% | 257,863 | $ | 327,525 | $ | 3.58 | 35.4% | J. C. Penney (2015), Office Max (2014) | ||||||||||||||||||||||||||
|
264
|
Howell, MI |
Grand River Plaza
3599 East Grand River |
48843 | SC | Fee | 1991 | 1993 | 100% | 214,501 | $ | 1,374,613 | $ | 7.25 | 88.4% |
Elder-Beerman (2011), Dunham’s Sporting Goods (2011),
Office Max
(2017), T.J. Maxx (2017) |
|||||||||||||||||||||||||||
|
265
|
Lansing, MI |
Marketplace at Delta
Township 8305 West Saginaw Highway 196 Ramp |
48917 | SC | Fee | 2000/2001 | 2003 | 100% | 135,697 | $ | 1,462,464 | $ | 11.06 | 97.4% | Michaels (2011), Gander Mountain (2015), Staples (2016), PetSmart (2016), Walmart Supercenter (Not Owned), Lowe’s (Not Owned) | |||||||||||||||||||||||||||
|
266
|
Livonia, MI |
Walgreens
29200 6 Mile Road |
48152 | SC | Fee | 1998/1999 | 2007 | 100% | 13,905 | $ | 269,061 | $ | 19.35 | 100% | ||||||||||||||||||||||||||||
|
267
|
Milan, MI |
Milan Plaza
531 West Main Street |
48160 | SC | Fee (3 | ) | 1955 | 2007 | 20% | 65,764 | $ | 295,049 | $ | 4.60 | 97.5% | Kroger (2020) | ||||||||||||||||||||||||||
|
268
|
Mt. Pleasant, MI |
Indian Hills Plaza
4208 East Blue Grass Road |
48858 | SC | Fee | 1990 | 2 | 100% | 249,680 | $ | 712,897 | $ | 6.97 | 40.9% | T.J. Maxx (2014), Kroger (2011) | |||||||||||||||||||||||||||
|
269
|
Port Huron, MI |
Walgreens
NWC 10th Street & Oak Street |
48060 | SC | Fee | 2000 | 2007 | 100% | 15,120 | $ | 359,856 | $ | 23.80 | 100% | ||||||||||||||||||||||||||||
|
270
|
Sault St. Marie, MI |
Cascade Crossing
4516 I-75 Business Spur |
49783 | SC | Fee | 1993/1998 | 1994 | 100% | 270,761 | $ | 1,696,694 | $ | 6.45 | 97.1% |
Walmart (2012),
J.C. Penney (2013), Dunham’s Sporting Goods (2011), Glen’s Market (2013) |
|||||||||||||||||||||||||||
|
271
|
Westland, MI |
Walgreens
7210 North Middlebelt |
48185 | SC | Fee | 2005 | 2007 | 100% | 13,905 | $ | 285,053 | $ | 20.50 | 100% | ||||||||||||||||||||||||||||
40
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
| Minnesota | ||||||||||||||||||||||||||||||||||||||||||
|
272
|
Bemidji, MN |
Paul Bunyan Mall
1201 Paul Bunyan Drive |
56601 | MM | Fee | 1977/1998 | 2 | 100% | 297,803 | $ | 1,661,688 | $ | 5.72 | 97.6% | Kmart (2012), Herberger’s (2015), J.C. Penney (2013) | |||||||||||||||||||||||||||
|
273
|
Brainerd, MN |
Westgate Mall
1200 Highway |
56401 | MM | Fee | 1985/1998 | 1/2 | * | 100% | 260,319 | $ | 1,169,173 | $ | 7.13 | 63% |
Herberger’s (2013),
Movies 10 (2011) |
||||||||||||||||||||||||||
|
274
|
Eagan, MN |
Eagan Promenade
1299 Promenade Place |
55122 | SC | Fee (3 | ) | 1997/2001 | 1997 | 50% | 278,211 | $ | 3,802,600 | $ | 13.67 | 100% |
Byerly’s (2016), PetSmart (2018), Barnes & Noble
(2012), Office Max
(2013), T.J. Maxx (2013), Bed Bath & Beyond (2012), Ethan Allen Furniture (Not Owned) |
||||||||||||||||||||||||||
|
275
|
Maple Grove, MN |
Maple Grove Crossing
Weaver Lake Road & I-94 |
55369 | SC | Fee (3 | ) | 1995/2002 | 1996 | 50% | 265,957 | $ | 3,059,883 | $ | 11.51 | 100% |
Kohl’s (2016), Barnes & Noble (2011), Gander Mountain
(2011),
Michaels (2012), Bed Bath & Beyond (2012), Cub Foods (Not Owned) |
||||||||||||||||||||||||||
| Mississippi | ||||||||||||||||||||||||||||||||||||||||||
|
276
|
Gulfport, MS |
Crossroads Center
Crossroads Parkway |
39503 | SC | GL | 1999 | 2003 | 100% | 423,507 | $ | 4,967,609 | $ | 11.33 | 90.6% | Academy Sports (2015), Bed Bath & Beyond (2014), Ross Dress For Less (2015), T.J. Maxx (2014), Cinemark (2019), Office Depot (2014), Belk (2024), Barnes & Noble (2015) | |||||||||||||||||||||||||||
|
277
|
Jackson, MS |
The Junction
6351 I-55 North 3 |
39213 | SC | Fee | 1996 | 2003 | 100% | 107,780 | $ | 1,222,874 | $ | 11.35 | 100% |
PetSmart (2012), Office Depot (2016), Target (Not Owned),
Home Depot (Not Owned) |
|||||||||||||||||||||||||||
|
278
|
Oxford, MS |
Oxford Place
2015-2035 University Avenue |
38655 | SC | Fee (3 | ) | 2000 | 2003 | 20% | 13,200 | $ | 330,428 | $ | 14.87 | 98.3% | Kroger (2020) | ||||||||||||||||||||||||||
|
279
|
Starkville, MS |
Starkville Crossings
882 Highway 12 West |
39759 | SC | Fee | 1999/2004 | 1994 | 100% | 133,691 | $ | 940,087 | $ | 7.03 | 100% | J.C. Penney (2010), Kroger (2012), Lowe’s (Not Owned) | |||||||||||||||||||||||||||
|
280
|
Tupelo, MS |
Big Oaks Crossing
3850 North Gloster Street |
38801 | SC | Fee | 1992 | 1994 | 100% | 348,236 | $ | 1,868,199 | $ | 5.88 | 91.2% | Sam’s Club (2012), Walmart Supercenter (2012) | |||||||||||||||||||||||||||
| Missouri | ||||||||||||||||||||||||||||||||||||||||||
|
281
|
Arnold, MO |
Jefferson County Plaza
Vogel Road |
63010 | SC | Fee (3 | ) | 2002 | 1 | * | 50% | 42,091 | $ | 523,978 | $ | 14.52 | 85.7% |
Home Depot (Not
Owned), Target (Not Owned) |
|||||||||||||||||||||||||
41
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
282
|
Brentwood,MO |
The Promenade at Brentwood
1 Brentwood Promenade Court |
63144 | SC | Fee | 1998 | 1998 | 100% | 299,584 | $ | 4,307,411 | $ | 14.38 | 100% | Target (2023), Bed Bath & Beyond (2014), PetSmart (2014), Micro Center (2013) | |||||||||||||||||||||||||||
|
283
|
Des Peres, MO |
Olympic Oaks Village
12109 Manchester Road |
63121 | SC | Fee | 1985 | 1998 | 100% | 92,372 | $ | 1,457,079 | $ | 16.68 | 94.6% | T.J. Maxx (2011) | |||||||||||||||||||||||||||
|
284
|
Fenton, MO |
Fenton Plaza
Gravois & Highway 141 |
63206 | SC | Fee | 1970/1997 | 1/2 | * | 100% | 93,420 | $ | 976,635 | $ | 11.33 | 91.1% | |||||||||||||||||||||||||||
|
285
|
High Ridge, MO |
Gravois Village Plaza
4523 Gravois Village Plaza |
63049 | SC | Fee | 1983 | 1998 | 100% | 114,992 | $ | 542,912 | $ | 5.36 | 88.1% | Kmart (2013) | |||||||||||||||||||||||||||
|
286
|
Independence, MO |
Independence Commons
900 East 39th Street |
64057 | SC | Fee (3 | ) | 1995/1999 | 1995 | 15% | 386,066 | $ | 5,122,907 | $ | 13.49 | 98.3% |
Kohl’s (2016), Bed Bath
& Beyond (2012), Marshalls (2012), Best Buy (2016), Barnes & Noble (2011), AMC Theatres (2015) |
||||||||||||||||||||||||||
|
287
|
Springfield, MO |
Morris Corners
1425 East Battlefield |
65804 | SC | GL | 1989 | 1998 | 100% | 56,033 | $ | 548,416 | $ | 10.43 | 93.9% | Toys “R” Us (2013) | |||||||||||||||||||||||||||
|
288
|
St. John, MO |
St. John Crossings
9000-9070 St. Charles Rock Road |
63114 | SC | Fee | 2003 | 2003 | 100% | 89,110 | $ | 1,081,542 | $ | 11.95 | 95.5% | Shop ’N Save (2022) | |||||||||||||||||||||||||||
|
289
|
St. Louis, MO |
Plaza at Sunset Hills
10980 Sunset Plaza |
63128 | SC | Fee | 1997 | 1998 | 100% | 415,435 | $ | 5,428,745 | $ | 12.59 | 94.1% | Toys “R” Us (2013), Bed Bath & Beyond (2012), Marshalls (2012), Home Depot (2023), PetSmart (2012), Borders (2011) | |||||||||||||||||||||||||||
|
290
|
St. Louis, MO |
Southtowne Centre
Kings Highway & Chippewa |
63109 | SC | Fee | 2004 | 1998 | 100% | 86,764 | $ | 1,367,966 | $ | 16.37 | 96.3% | ||||||||||||||||||||||||||||
| Nevada | ||||||||||||||||||||||||||||||||||||||||||
|
291
|
Carson City, NV |
Eagle Station
3871 South Carson Street |
89701 | MV | Fee | 1983 | 2005 | 50% | 60,494 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
292
|
Las Vegas, NV |
Loma Vista Shopping Center
4700 Meadows Lane |
89107 | MV | Fee | 1979 | 2005 | 50% | 75,687 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
293
|
Reno, NV |
Sierra Town Center
6895 Sierra Center Parkway |
89511 | MV | Fee | 2002 | 2005 | 50% | 79,239 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
294
|
Reno, NV |
Reno Riverside
East First Street & Sierra |
89505 | SC | Fee | 2000 | 2000 | 100% | 52,474 | $ | 746,274 | $ | 14.33 | 99.2% | Century Theatre (2014) | |||||||||||||||||||||||||||
| New Jersey | ||||||||||||||||||||||||||||||||||||||||||
|
295
|
East Hanover, NJ |
East Hanover Plaza
154 State Route 10 |
07936 | SC | Fee | 1994 | 2007 | 100% | 97,500 | $ | 1,825,097 | $ | 18.72 | 100% | Branch Brook Pool & Patio (2017), Sports Authority (2012) | |||||||||||||||||||||||||||
|
296
|
East Hanover, NJ |
Loew’s Theatre Complex
145 State Route 10 |
07936 | SC | Fee | 1993 | 2007 | 100% | 20,737 | $ | 1,094,698 | $ | 20.96 | 100% | Loew’s East Hanover Cinemas (2022) | |||||||||||||||||||||||||||
42
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
297
|
Edgewater, NJ |
Edgewater Towne Center
905 River Road |
07020 | LC | Fee | 2000 | 2007 | 100% | 77,508 | $ | 1,758,167 | $ | 22.68 | 100% | Whole Foods (2020) | |||||||||||||||||||||||||||
|
298
|
Freehold, NJ |
Freehold Marketplace
NJ Highway 33 & West Main Street Route 537 |
07728 | SC | Fee | 2005 | 1 | * | 100% | 7,619 | $ | 430,000 | $ | 0.00 | 63.3% | Walmart (Not Owned) | ||||||||||||||||||||||||||
|
299
|
Hamilton, NJ |
Hamilton Marketplace
NJ State Highway 130 & Klockner Road |
08691 | SC | Fee | 2004 | 2003 | 100% | 468,236 | $ | 8,278,824 | $ | 15.47 | 97.4% |
Staples (2015), Kohl’s (2023), Bed Bath & Beyond
(2020),
Michaels (2014), Ross Dress For Less (2014), Shoprite (2028), Barnes & Noble (2014), Walmart (Not Owned), BJ’s Wholesale (Not Owned), Lowe’s (Not Owned) |
|||||||||||||||||||||||||||
|
300
|
Lumberton, NJ |
Crossroads Plaza
1520 Route 38 |
08036 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 89,627 | $ | 1,627,542 | $ | 18.16 | 100% | Shoprite (2024), Lowe’s (Not Owned) | ||||||||||||||||||||||||||
|
301
|
Lyndhurst, NJ |
Lewandowski Commons
434 Lewandowski Street |
07071 | SC | Fee (3 | ) | 1998 | 2007 | 20% | 78,097 | $ | 1,693,751 | $ | 22.80 | 95.1% | Stop & Shop (2020) | ||||||||||||||||||||||||||
|
302
|
Mays Landing, NJ |
Hamilton Commons
4215 Black Horse Pike |
08330 | SC | Fee | 2001 | 2004 | 100% | 398,910 | $ | 5,578,479 | $ | 15.91 | 87.9% | Regal Cinemas (2021), Ross Dress For Less (2012), Bed Bath & Beyond (2017), Marshalls (2012), Sports Authority (2015) | |||||||||||||||||||||||||||
|
303
|
Mays Landing, NJ |
Wrangleboro Consumer Square
2300 Wrangleboro Road |
08330 | SC | Fee | 1997 | 2004 | 100% | 841,433 | $ | 9,565,550 | $ | 11.99 | 94.8% |
Borders (2017), Best Buy (2017), Kohl’s (2018), Staples
(2012), Babies “R” Us (2013), BJ’s Wholesale
Club (2016), Dick’s Sporting Goods (2013), Michaels (2013), Target (2023), PetSmart (2013), Just Cabinets (2019) |
|||||||||||||||||||||||||||
|
304
|
Mount Laurel, NJ |
Centerton Square
Centerton Road & Marter Avenue |
08054 | SC | Fee (3 | ) | 2005 | 1 | * | 10% | 280,067 | $ | 6,795,408 | $ | 18.97 | 100% | Wegman’s Food Markets (2024), Bed Bath & Beyond (2015), PetSmart (2015), DSW Shoe Warehouse (2015), Jo-Ann Stores (2015), T.J. Maxx (2015), Sports Authority (2016), Costco (Not Owned), Target (Not Owned) | |||||||||||||||||||||||||
43
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
305
|
Princeton, NJ |
Nassau Park Pavilion
Route 1 & Quaker Bridge Road |
02071 | SC | Fee | 1995 | 1997 | 100% | 289,375 | $ | 4,807,169 | $ | 18.96 | 87.6% |
Borders (2011), Best Buy (2012), PetSmart (2011),
Homegoods (2019), Babies “R” Us (2016), Target (Not Owned), Home Depot (Not Owned), Sam’s Club (Not Owned), Walmart (Not Owned) |
|||||||||||||||||||||||||||
|
306
|
Princeton, NJ |
Nassau Park Pavilion
Route 1 & Quaker Bridge Road |
02071 | SC | Fee | 1999/2004 | 1 | * | 100% | 202,622 | $ | 4,116,366 | $ | 16.03 | 98.7% | Dick’s Sporting Goods (2015), Michaels (2014), Wegman’s Food Markets (2024), Kohl’s (2019) | ||||||||||||||||||||||||||
|
307
|
Union, NJ |
Route 22 Retail Center
2700 U.S. Highway 22 East |
07083 | SC | Fee | 1997 | 2007 | 100% | 107,348 | $ | 1,122,268 | $ | 19.03 | 54.9% | Babies “R” Us (2018), Target (Not Owned) | |||||||||||||||||||||||||||
|
308
|
West Long Branch, NJ |
Consumer Centre
310 State Highway #36 |
07764 | SC | Fee | 1993 | 2004 | 100% | 292,999 | $ | 4,169,028 | $ | 14.29 | 99.6% | Sports Authority (2012), PetSmart (2014), Home Depot (2013) | |||||||||||||||||||||||||||
|
309
|
West Paterson, NJ |
West Falls Plaza
1730 Route 46 |
07424 | SC | Fee (3 | ) | 1995 | 2007 | 20% | 81,261 | $ | 1,917,571 | $ | 21.75 | 100% | A & P (2021) | ||||||||||||||||||||||||||
| New York | ||||||||||||||||||||||||||||||||||||||||||
|
310
|
Amherst, NY |
Rite Aid
2545 Millersport Highway |
14068 | SC | Fee | 2000 | 2007 | 100% | 10,908 | $ | 250,489 | $ | 22.96 | 100% | ||||||||||||||||||||||||||||
|
311
|
Amherst, NY |
Burlington Plaza
1551 Niagara Falls Boulevard |
14228 | SC | GL |
1978/1982/
1990/1998 |
2004 | 100% | 199,504 | $ | 2,151,813 | $ | 11.01 | 97% |
Burlington Coat Factory (2014), Jo-Ann Stores
(2014) |
|||||||||||||||||||||||||||
|
312
|
Amherst, NY |
Tops Plaza - Amherst
3035 Niagara Falls Boulevard |
14226 | SC | Fee (3 | ) | 1986 | 2004 | 20% | 145,642 | $ | 1,164,964 | $ | 8.43 | 94.8% | Tops Markets (2010) | ||||||||||||||||||||||||||
|
313
|
Arcade, NY |
Tops Plaza - Arcade
Route 39 |
14009 | SC | Fee (3 | ) | 1995 | 2004 | 10% | 65,915 | $ | 642,404 | $ | 10.21 | 95.4% | Tops Markets (2015) | ||||||||||||||||||||||||||
|
314
|
Avon, NY |
Tops Plaza - Avon
270 East Main Street |
14414 | SC | Fee (3 | ) | 1997/2002 | 2004 | 10% | 63,288 | $ | 462,689 | $ | 8.25 | 88.7% | Tops Markets (2017) | ||||||||||||||||||||||||||
|
315
|
Big Flats, NY |
Big Flats Consumer Square
830 County Route 64 |
14814 | SC | Fee | 1993/2001 | 2004 | 100% | 641,264 | $ | 5,258,049 | $ | 8.71 | 94.2% | Sam’s Club (2013), Tops Markets (2013), Bed Bath & Beyond (2014), Michaels (2015), Old Navy (2011), Staples (2011), Barnes & Noble (2011), T.J. Maxx (2013), Hobby Lobby (2019) | |||||||||||||||||||||||||||
|
316
|
Buffalo, NY |
Delaware Consumer Square
2636-2658 Delaware Avenue |
14216 | SC | GL | 1995 | 2004 | 100% | 238,531 | $ | 2,032,358 | $ | 9.03 | 94.3% | A.J. Wright (2012), Office Max (2012), Target (2015) | |||||||||||||||||||||||||||
44
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
317
|
Buffalo, NY |
Elmwood Regal Center
1951 - 2023 Elmwood Avenue |
14207 | SC | Fee | 1997 | 2004 | 100% | 133,940 | $ | 1,678,061 | $ | 14.80 | 84.6% | Regal Cinemas (2017), Office Depot (2012) | |||||||||||||||||||||||||||
|
318
|
Buffalo, NY |
Rite Aid
1625 Broadway Street |
14212 | SC | Fee | 2000 | 2007 | 100% | 12,739 | $ | 280,861 | $ | 22.05 | 100% | ||||||||||||||||||||||||||||
|
319
|
Cheektowaga, NY |
Rite Aid
2401 Gennesee Street |
14225 | SC | Fee | 2000 | 2007 | 100% | 10,908 | $ | 335,592 | $ | 30.77 | 100% | ||||||||||||||||||||||||||||
|
320
|
Cheektowaga, NY |
Thruway Plaza
2195 Harlem Road |
14225 | SC | Fee | 1997 | 2004 | 100% | 374,962 | $ | 2,854,650 | $ | 7.61 | 100% | Walmart (2017), Movieland 8 Theatres (2019), Tops Markets (2019), A.J. Wright (2015), Value City Furniture (2014), M & T Bank (2017), Home Depot (Not Owned) | |||||||||||||||||||||||||||
|
321
|
Cheektowaga, NY |
Tops Plaza
3825-3875 Union Road |
14225 | SC | Fee (3 | ) |
1978/1989/
1995/2004 |
2004 | 20% | 151,357 | $ | 1,554,586 | $ | 12.16 | 84.5% | |||||||||||||||||||||||||||
|
322
|
Chili, NY |
Kmart Plaza
800 Paul Road |
14606 | SC | Fee | 1998 | 2004 | 100% | 116,868 | $ | 758,123 | $ | 6.06 | 100% | Sears (2019) | |||||||||||||||||||||||||||
|
323
|
Dansville, NY |
Tops Plaza
23-65 Franklin Street |
14437 | SC | Fee | 2001 | 2004 | 100% | 71,040 | $ | 665,719 | $ | 10.08 | 93% | Tops Markets (2021) | |||||||||||||||||||||||||||
|
324
|
Dewitt, NY |
Michaels
3133 Erie Boulevard |
13214 | SC | Fee | 2002 | 2004 | 100% | 38,413 | $ | 448,543 | $ | 11.68 | 100% | Michaels (2015) | |||||||||||||||||||||||||||
|
325
|
Dunkirk, NY |
Rite Aid
1166 Central Avenue |
14048 | SC | GL | 2000 | 2007 | 100% | 10,908 | $ | 210,569 | $ | 19.30 | 100% | ||||||||||||||||||||||||||||
|
326
|
Elmira, NY |
Tops Plaza - Elmira
Hudson Street |
14904 | SC | Fee (3 | ) | 1997 | 2004 | 10% | 98,330 | $ | 1,116,990 | $ | 11.36 | 100% | Tops Markets (2017) | ||||||||||||||||||||||||||
|
327
|
Gates, NY |
Westgate Plaza
2000 Chili Avenue |
14624 | SC | Fee | 1998 | 2004 | 100% | 330,312 | $ | 3,253,187 | $ | 9.94 | 99.1% | Walmart Supercenter (2021), Staples (2015) | |||||||||||||||||||||||||||
|
328
|
Greece, NY |
Jo-Ann/PetSmart Plaza
3042 West Ridge Road |
14626 | SC | Fee | 1993/1999 | 2004 | 100% | 75,916 | $ | 821,165 | $ | 10.82 | 100% | PetSmart (2010), Jo-Ann Stores (2015) | |||||||||||||||||||||||||||
|
329
|
Hamburg, NY |
BJ’s Plaza
4408 Milestrip Road |
14075 | SC | GL | 1990/1997 | 2004 | 100% | 175,965 | $ | 1,722,877 | $ | 10.25 | 95.5% | Office Max (2015), BJ’s Wholesale Club (2010) | |||||||||||||||||||||||||||
|
330
|
Hamburg, NY |
McKinley Mall
3701 McKinley Parkway |
14075 | SC | Fee | 1990/2001 | 2004 | 100% | 128,944 | $ | 1,539,257 | $ | 11.94 | 100% |
Dick’s Sporting Goods (2011), Rosa’s Home
Store (2014) |
|||||||||||||||||||||||||||
|
331
|
Hamburg, NY |
McKinley Milestrip -
Hamburg 4405 Milestrip Road |
14219 | SC | GL | 1999/2000 | 2004 | 100% | 139,413 | $ | 1,426,028 | $ | 10.23 | 100% | Home Depot (2012) | |||||||||||||||||||||||||||
|
332
|
Hamburg, NY |
McKinley Milestrip
3540 McKinley Parkway |
14075 | SC | Fee | 1999 | 2004 | 100% | 106,774 | $ | 1,263,979 | $ | 12.81 | 92.4% | Old Navy (2010), Jo-Ann Stores (2015) | |||||||||||||||||||||||||||
|
333
|
Hamlin, NY |
Tops Plaza Hamlin
1800 Lake Road |
14464 | SC | Fee (3 | ) | 1997 | 2004 | 10% | 60,488 | $ | 431,055 | $ | 8.37 | 85.2% | Tops Markets (2017) | ||||||||||||||||||||||||||
45
Table of Contents
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Developers Diversified Realty
Corporation
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||||||||||||||||||||||||||||||||||||||||||
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Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
334
|
Horseheads, NY |
Southern Tier Crossing
Ann Page Road & I86 |
14845 | SC | Fee | 2008 | 1 | * | 100% | 131,558 | $ | 1,548,066 | $ | 12.42 | 94.8% | Dick’s Sporting Goods (2019), Jo-Ann Stores (2020), Walmart Supercenter (Not Owned), Kohl’s (Not Owned) | ||||||||||||||||||||||||||
|
335
|
Irondequoit, NY |
Culver Ridge Plaza
2255 Ridge Road East |
14622 | SC | Fee (3 | ) |
1972/1984/
1997 |
2004 | 20% | 226,768 | $ | 2,236,048 | $ | 11.43 | 86.3% | Regal Cinemas (2022), A.J. Wright (2014) | ||||||||||||||||||||||||||
|
336
|
Ithaca, NY |
Tops Plaza Ithaca
614 - 722 South Meadow |
14850 | SC | Fee |
1990/1999/
2003 |
2004 | 100% | 229,320 | $ | 3,617,036 | $ | 16.72 | 94.3% |
Office Depot (2014), Tops Markets (2022), Michaels (2013),
Barnes &
Noble (2018) |
|||||||||||||||||||||||||||
|
337
|
Jamestown, NY |
Tops Plaza - Jametown
75 Washington Street |
14702 | SC | Fee (3 | ) | 1997 | 2004 | 20% | 98,001 | $ | 928,300 | $ | 11.77 | 80.5% | Tops Markets (2018) | ||||||||||||||||||||||||||
|
338
|
Leroy, NY |
Tops Plaza - Leroy
128 West Main Street |
14482 | SC | Fee (3 | ) | 1997 | 2004 | 20% | 62,747 | $ | 560,730 | $ | 9.54 | 93.6% | Tops Markets (2017) | ||||||||||||||||||||||||||
|
339
|
Lockport, NY |
Tops Plaza
5789 & 5839 Transit Road & Hamm |
14094 | SC | GL | 1993 | 2004 | 100% | 296,582 | $ | 2,720,561 | $ | 9.33 | 98.4% | Walmart (2015), Tops Markets (2021), Sears (2011) | |||||||||||||||||||||||||||
|
340
|
N. Tonawanda, NY |
Mid-City Plaza
955-987 Payne Avenue |
14120 | SC | Fee | 2004 | 2004 | 100% | 219,972 | $ | 2,446,456 | $ | 11.46 | 97% | Tops Markets (2024) | |||||||||||||||||||||||||||
|
341
|
New Hartford, NY |
Hannaford Plaza
40 Kellogg Road |
13413 | SC | Fee | 1998 | 2004 | 100% | 110,732 | $ | 1,071,530 | $ | 12.86 | 75.3% | Hannaford Brothers (2018) | |||||||||||||||||||||||||||
|
342
|
Niagara Falls, NY |
Regal Cinemas
720 & 750 Builders Way |
14304 | SC | Fee | 1994/2000 | 2004 | 100% | 43,170 | $ | 618,194 | $ | 14.32 | 100% | Regal Cinemas (2019) | |||||||||||||||||||||||||||
|
343
|
Niskayuna, NY |
Mohawk Commons
402 - 442 Balltown Road |
12121 | SC | Fee | 2002 | 2004 | 100% | 399,901 | $ | 4,791,591 | $ | 11.78 | 100% |
Price Chopper (2022), Lowe’s (2022), Marshalls (2012),
Barnes & Noble (2014), Bed Bath & Beyond (2019),
Target
(Not Owned) |
|||||||||||||||||||||||||||
|
344
|
Norwich, NY |
P & C Plaza
54 East Main Street |
13815 | SC | GL (3 | ) | 1997 | 2004 | 10% | 85,453 | $ | 1,080,490 | $ | 13.60 | 93% | Tops Markets (2018) | ||||||||||||||||||||||||||
|
345
|
Olean, NY |
Walmart Plaza
3142 West State Street |
14760 | SC | Fee | 1993/2004 | 2004 | 100% | 353,326 | $ | 2,347,036 | $ | 6.69 | 99.3% | Walmart Supercenter (2023), Eastwynn Theatres (2014), BJ’s Wholesale Club (2014), Home Depot (Not Owned) | |||||||||||||||||||||||||||
|
346
|
Ontario, NY |
Tops Plaza
6254-6272 Furnace Road |
14519 | SC | Fee (3 | ) | 1998 | 2004 | 20% | 77,040 | $ | 664,807 | $ | 10.07 | 85.7% | Tops Markets (2019) | ||||||||||||||||||||||||||
|
347
|
Orchard Park, NY |
Crossroads Centre
3245 Southwestern Boulevard |
14127 | SC | Fee (3 | ) | 2000 | 2004 | 20% | 167,805 | $ | 1,749,184 | $ | 11.53 | 90.4% | Tops Markets (2022), Stein Mart (2012) | ||||||||||||||||||||||||||
|
348
|
Penfield, NY |
Panorama Plaza
1601 Penfield Road |
14625 | SC | Fee (3 | ) |
1959/1965/
1972/1980 |
2004 | 20% | 279,219 | $ | 3,176,875 | $ | 13.18 | 86.3% | Tops Markets (2014) | ||||||||||||||||||||||||||
46
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
349
|
Rome, NY |
Freedom Plaza
205-211 Erie Boulevard West |
13440 | SC | Fee |
1978/2000/
2001 |
2004 | 100% | 194,467 | $ | 1,318,712 | $ | 6.51 | 100% |
Staples (2015), J. C. Penney (2017), Tops Markets (2021),
Marshalls (2016) |
|||||||||||||||||||||||||||
|
350
|
Tonawanda, NY |
Youngmann Plaza
750 Young Street |
14150 | SC | Fee (3 | ) | 1985/2003 | 2004 | 10% | 306,421 | $ | 2,398,950 | $ | 7.61 | 97.5% | BJ’s Wholesale Club (2015), Big Lots (2012), Gander Mountain (2015), Tops Markets (2021) | ||||||||||||||||||||||||||
|
351
|
Tonawanda, NY |
Office Depot Plaza
2309 Eggert Road |
14150 | SC | Fee |
1976/1985/
1996 |
2004 | 100% | 121,846 | $ | 1,011,980 | $ | 10.60 | 78.4% | Best Fitness (2025), Office Depot (2011) | |||||||||||||||||||||||||||
|
352
|
Tonawanda, NY |
Tops Plaza - Niagara Street
150 Niagara Street |
14150 | SC | Fee (3 | ) | 1997 | 2004 | 10% | 97,014 | $ | 1,062,347 | $ | 12.09 | 90.6% | Tops Markets (2017) | ||||||||||||||||||||||||||
|
353
|
Victor, NY |
Victor Square
2-10 Commerce Drive |
14564 | SC | Fee | 2000 | 2004 | 100% | 56,134 | $ | 500,776 | $ | 15.52 | 57.5% | ||||||||||||||||||||||||||||
|
354
|
Warsaw, NY |
Tops Plaza - Warsaw
2382 Route 19 |
14569 | SC | Fee (3 | ) | 1998 | 2004 | 20% | 74,105 | $ | 540,116 | $ | 8.63 | 84.5% | Tops Markets (2015) | ||||||||||||||||||||||||||
|
355
|
West Seneca, NY |
Home Depot Plaza
1881 Ridge Road |
14224 | SC | GL |
1975/1983/
1987/1995 |
2004 | 100% | 139,453 | $ | 1,299,637 | $ | 10.18 | 91.6% | Home Depot (2016) | |||||||||||||||||||||||||||
|
356
|
West Seneca, NY |
Seneca Ridge Plaza
3531 Seneca Street |
14224 | SC | Fee |
1980/1996/
2004 |
2004 | 100% | 62,403 | $ | 119,110 | $ | 3.33 | 57.3% | ||||||||||||||||||||||||||||
|
357
|
Williamsville, NY |
Williamsville Place
5395 Sheridan Drive |
14221 | SC | Fee |
1986/1995/
2003 |
2004 | 100% | 102,917 | $ | 1,279,852 | $ | 15.03 | 82.7% | ||||||||||||||||||||||||||||
| North Carolina | ||||||||||||||||||||||||||||||||||||||||||
|
358
|
Apex, NC |
Beaver Creek Crossings
South 1335 West Williams Street |
27502 | SC | Fee | 2006 | 1 | * | 100% | 285,292 | $ | 4,146,363 | $ | 14.93 | 92.3% | Dick’s Sporting Goods (2017), Consolidated Theatres (2026), T.J. Maxx (2016), Borders (2022) | ||||||||||||||||||||||||||
|
359
|
Apex, NC |
Beaver Creek Commons
1335 West Williams Street |
27502 | SC | Fee (3 | ) | 2005 | 1 | * | 10% | 107,743 | $ | 2,543,396 | $ | 17.02 | 98.7% | Office Max (2014), A.C. Moore (2020), Lowe’s (Not Owned) | |||||||||||||||||||||||||
|
360
|
Asheville, NC |
Oakley Plaza
Fairview Road at Interstate 240 |
28801 | SC | Fee (3 | ) | 1988 | 2007 | 100% | 118,699 | $ | 926,328 | $ | 8.49 | 91.9% | Babies “R” Us (2011), BI-LO (2016) | ||||||||||||||||||||||||||
|
361
|
Cary, NC |
hhgregg
1401 Piney Plains Road |
27511 | SC | Fee | 2000 | 2007 | 100% | 29,235 | $ | 292,350 | $ | 10.00 | 100% | hhgregg (2019) | |||||||||||||||||||||||||||
|
362
|
Cary, NC |
Mill Pond Village
3434-3490 Kildaire Farm Road |
27512 | SC | Fee | 2004 | 2007 | 100% | 84,364 | $ | 1,121,248 | $ | 14.99 | 84.2% | Lowe’s Foods (2021) | |||||||||||||||||||||||||||
|
363
|
Chapel Hill, NC |
Meadowmont Village
West Barbee Chapel Road |
27517 | SC | Fee (3 | ) | 2002 | 2007 | 20% | 132,745 | $ | 2,343,220 | $ | 20.47 | 86.2% |
Harris Teeter
Supermarkets (2022) |
||||||||||||||||||||||||||
|
364
|
Charlotte, NC |
Camfield Corners
8620 Camfield Street |
28277 | SC | Fee | 1994 | 2007 | 100% | 69,857 | $ | 892,943 | $ | 13.08 | 97.7% | BI-LO (2014) | |||||||||||||||||||||||||||
|
365
|
Clayton, NC |
Clayton Corners
U.S. Highway 70 West |
27520 | SC | Fee (3 | ) | 1999 | 2007 | 20% | 125,653 | $ | 1,346,040 | $ | 11.60 | 92.4% | Lowe’s Foods (2019) | ||||||||||||||||||||||||||
47
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
366
|
Concord, NC |
Rite Aid
Highway #29 at Pitts School |
28027 | SC | Fee | 2002 | 2007 | 100% | 10,908 | $ | 227,814 | $ | 20.89 | 100% | ||||||||||||||||||||||||||||
|
367
|
Cornelius, NC |
The Shops at The Fresh
Market 20601 Torrence Chapel Road |
28031 | SC | Fee | 2001 | 2007 | 100% | 131,242 | $ | 881,283 | $ | 10.04 | 66.9% |
Stein Mart (2013),
Fresh Market (2018) |
|||||||||||||||||||||||||||
|
368
|
Durham, NC |
Patterson Place
3616 Witherspoon Boulevard |
27707 | SC | Fee (3 | ) | 2004 | 2007 | 20% | 160,942 | $ | 2,188,370 | $ | 15.04 | 90.4% |
DSW Shoe Warehouse
(2016), A.C. Moore (2014), Bed Bath & Beyond (2020), Target (Not Owned), Home Depot (Not Owned), Kohl’s (Not Owned), Kroger (Not Owned) |
||||||||||||||||||||||||||
|
369
|
Durham, NC |
Oxford Commons
3500 Oxford Road |
27702 | SC | Fee | 1990/2001 | 1/2 | * | 100% | 208,014 | $ | 1,430,081 | $ | 6.93 | 99.3% | Food Lion (2010), Burlington Coat Factory (2012), Walmart (Not Owned) | ||||||||||||||||||||||||||
|
370
|
Durham, NC |
South Square
4001 Durham Chapel |
27707 | SC | Fee (3 | ) | 2005 | 2007 | 20% | 107,812 | $ | 1,636,504 | $ | 15.09 | 97.2% | Office Depot (2010), Ross Dress For Less (2015), Super Target (Not Owned), Sam’s Club (Not Owned) | ||||||||||||||||||||||||||
|
371
|
Fayetteville, NC |
Cross Pointe Center
5075 Morganton Road |
28314 | SC | Fee | 1985/2003 | 2003 | 100% | 121,934 | $ | 1,918,568 | $ | 13.20 | 100% | T.J. Maxx (2011), Bed Bath & Beyond (2014) | |||||||||||||||||||||||||||
|
372
|
Fayetteville, NC |
Fayetteville Pavilion
2061 Skibo Road |
28314 | SC | Fee (3 | ) | 1998/2001 | 2007 | 20% | 273,969 | $ | 2,811,076 | $ | 11.76 | 87.2% | Dick’s Sporting Goods (2017), PetSmart (2016), Creative Basket Expressions (2020), Marshalls (2014), Michaels (2014), Food Lion (Not Owned) | ||||||||||||||||||||||||||
|
373
|
Fuquay Varina, NC |
Sexton Commons
1420 North Main Street |
27526 | SC | Fee (3 | ) | 2002 | 2007 | 20% | 49,097 | $ | 760,159 | $ | 15.92 | 97.2% |
Harris Teeter
Supermarkets (2021) |
||||||||||||||||||||||||||
|
374
|
Greensboro, NC |
Adam’s Farm
5710 High Point Road |
27407 | SC | Fee | 2004 | 2007 | 100% | 112,010 | $ | 953,254 | $ | 10.81 | 78.7% |
Harris Teeter
Supermarkets (2013) |
|||||||||||||||||||||||||||
|
375
|
Greensboro, NC |
Golden Gate
East Cornwallis Drive |
27405 | SC | Fee | 1962/2002 | 2007 | 100% | 153,113 | $ | 1,147,810 | $ | 8.59 | 87.2% |
Harris Teeter
Supermarkets (2011), Staples (2016), Food Lion (2012) |
|||||||||||||||||||||||||||
|
376
|
Greensboro, NC |
Wendover Village I
4203-4205 West Wendover Avenue |
27407 | SC | Fee | 2004 | 2007 | 100% | 35,895 | $ | 936,183 | $ | 26.08 | 100% | Costco (Not Owned) | |||||||||||||||||||||||||||
|
377
|
Greensboro, NC |
Wendover Village II
West Wendover Avenue |
27407 | SC | Fee (3 | ) | 2004 | 2007 | 20% | 135,004 | $ | 1,367,228 | $ | 15.01 | 67.5% | A.C. Moore (2014), Klaussner Furniture (2014) | ||||||||||||||||||||||||||
48
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
378
|
Huntersville, NC |
Birkdale Village LLC
8712 Lindholm Drive, Suite 206 |
28078 | LC | Fee (3 | ) | 2003 | 2007 | 15% | 302,392 | $ | 6,170,482 | $ | 24.83 | 82.2% | Barnes & Noble (2013), Dick’s Sporting Goods (2018), Regal Cinemas (Not Owned) | ||||||||||||||||||||||||||
|
379
|
Huntersville, NC |
Rosedale Shopping Center
9911 Rose Commons Drive |
28078 | SC | Fee (3 | ) | 2000 | 2007 | 20% | 119,197 | $ | 1,702,977 | $ | 16.12 | 88.6% | Harris Teeter Supermarkets (2020) | ||||||||||||||||||||||||||
|
380
|
Indian Trail, NC |
Union Town Center
Independence & Faith Church Road |
28079 | SC | Fee | 1999 | 2004 | 100% | 96,160 | $ | 731,070 | $ | 9.09 | 83.7% | Food Lion (2020) | |||||||||||||||||||||||||||
|
381
|
Jacksonville, NC |
Gateway Plaza -
Jacksonville SEC Western Boulevard and Gateway South |
28546 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 101,413 | $ | 1,276,268 | $ | 11.41 | 100% | Bed Bath & Beyond (2013), Ross Dress For Less (2013), Target (Not Owned), Lowe’s (Not Owned) | ||||||||||||||||||||||||||
|
382
|
Matthews, NC |
Sycamore Commons
Matthews Township Parkway & Northeast Parkway |
28105 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 265,535 | $ | 3,678,156 | $ | 16.80 | 82.5% |
Michaels (2012), Bed
Bath & Beyond (2012), Dick’s Sporting Goods (2017), Old Navy (2011), Costco (Not Owned), Lowe’s (Not Owned) |
||||||||||||||||||||||||||
|
383
|
Mooresville, NC |
Mooresville Consumer
Square I 355 West Plaza Drive |
28117 | SC | Fee | 1999 | 2004 | 100% | 472,182 | $ | 3,453,753 | $ | 8.19 | 89.4% | Walmart Supercenter (2019), Gander Mountain (2021) | |||||||||||||||||||||||||||
|
384
|
Mooresville, NC |
Winslow Bay Commons
Bluefield Road & Highway 150 |
28117 | SC | Fee (3 | ) | 2003 | 2007 | 15% | 255,798 | $ | 3,288,609 | $ | 13.68 | 88.8% | Ross Dress For Less (2014), Dick’s Sporting Goods (2019), T.J. Maxx (2013), Michaels (2013), Super Target (Not Owned) | ||||||||||||||||||||||||||
|
385
|
New Bern, NC |
Rivertowne Square
3003 Claredon Boulevard |
28561 | SC | Fee | 1989/1999 | 1/2 | * | 100% | 68,130 | $ | 237,876 | $ | 6.26 | 55.7% | Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
386
|
Raleigh, NC |
Alexander Place
Glenwood Avenue & Brier Creek Parkway |
27617 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 188,254 | $ | 2,601,188 | $ | 14.38 | 96.1% | Kohl’s (2025), hhgregg (2022), Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
387
|
Raleigh, NC |
Capital Crossing
2900-2950 East Mill Brook Road |
27613 | SC | Fee | 1995 | 2007 | 100% | 83,248 | $ | 913,920 | $ | 10.98 | 99.9% | Lowe’s Foods (2015), Staples (2011) | |||||||||||||||||||||||||||
|
388
|
Raleigh, NC |
Rite Aid
U.S. Highway 401 & Perry Creek Road |
27616 | SC | Fee | 2003 | 2007 | 100% | 10,908 | $ | 284,571 | $ | 26.09 | 100% | ||||||||||||||||||||||||||||
|
389
|
Raleigh, NC |
Wakefield Crossing
Wakefield Pines Drive & New Falls of Neuse |
27614 | SC | Fee | 2001 | 2007 | 100% | 75,927 | $ | 829,475 | $ | 12.84 | 85.1% | Food Lion (2022) | |||||||||||||||||||||||||||
|
390
|
Salisbury, NC |
Alexander Pointe
850 Jake Alexander Boulevard |
28144 | SC | Fee (3 | ) | 1997 | 2007 | 20% | 57,710 | $ | 665,594 | $ | 11.53 | 100% |
Harris Teeter
Supermarkets (2017) |
||||||||||||||||||||||||||
49
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
391
|
Siler City, NC |
Chatham Crossing
U.S. Highway 64 West |
27344 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 31,979 | $ | 406,848 | $ | 13.57 | 93.7% | Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
392
|
Southern Pines, NC |
Southern Pines Marketplace
U.S. Highway 15-501 |
28387 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 57,404 | $ | 516,759 | $ | 10.25 | 87.8% | Stein Mart (2016) | ||||||||||||||||||||||||||
|
393
|
Wake Forest, NC |
Capital Plaza
11825 Retail Drive |
27587 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 46,793 | $ | 573,740 | $ | 14.06 | 87.2% |
Super Target (Not
Owned), Home Depot (Not Owned) |
||||||||||||||||||||||||||
|
394
|
Washington, NC |
Pamlico Plaza
536 Pamlico Plaza |
27889 | SC | Fee | 1990/1999 | 1/2 | * | 100% | 80,269 | $ | 387,607 | $ | 8.09 | 59.7% | Office Depot (2014), Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
395
|
Wilmington, NC |
University Centre
South College Road & New Centre Drive |
28403 | SC | Fee | 1989/2001 | 1/2 | * | 100% | 411,887 | $ | 2,847,516 | $ | 9.16 | 75.4% |
Lowe’s (2014), Old Navy (2011), Bed Bath & Beyond
(2012), Ross Dress For Less (2012),
Sam’s (Not Owned) |
||||||||||||||||||||||||||
|
396
|
Wilmington, NC |
Oleander Shopping Center
3804 Oleander Drive |
28401 | SC | GL | 1989 | 2007 | 100% | 51,888 | $ | 578,641 | $ | 11.15 | 100% | Lowe’s Foods (2015) | |||||||||||||||||||||||||||
|
397
|
Wilson, NC |
Forest Hills Centre
1700 Raleigh Road Northwest |
27896 | SC | Fee | 1989 | 2007 | 100% | 73,020 | $ | 599,875 | $ | 9.21 | 89.2% |
Harris Teeter
Supermarkets (2010) |
|||||||||||||||||||||||||||
|
398
|
Winston Salem, NC |
Harper Hill Commons
5049 Country Club Road |
27104 | SC | Fee (3 | ) | 2004 | 2007 | 20% | 55,394 | $ | 948,571 | $ | 19.48 | 73.3% |
Harris Teeter
Supermarkets (2024) |
||||||||||||||||||||||||||
|
399
|
Winston Salem, NC |
Oak Summit
East Hanes Mill Road |
27105 | SC | Fee (3 | ) | 2003 | 2007 | 15% | 142,394 | $ | 1,427,456 | $ | 13.29 | 75.4% | Staples (2016), PetSmart (2020), Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
|
400
|
Winston Salem, NC |
Shops at Oliver Crossing
Peters Creek Parkway Oliver Crossing |
27127 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 76,512 | $ | 822,500 | $ | 12.55 | 85.6% | Lowe’s Foods (2023) | ||||||||||||||||||||||||||
|
401
|
Winston Salem, NC |
Walmart Supercenter
4550 Kester Mill Road |
27103 | SC | Fee | 1998 | 2007 | 100% | 204,931 | $ | 1,403,777 | $ | 6.85 | 100% | Walmart Supercenter (2017) | |||||||||||||||||||||||||||
| North Dakota | ||||||||||||||||||||||||||||||||||||||||||
|
402
|
Dickinson, ND |
Prairie Hills Mall
1681 Third Avenue |
58601 | MM | Fee | 1978 | 1/2 | * | 100% | 267,506 | $ | 1,025,950 | $ | 4.55 | 84.3% | Kmart (2013), Herberger’s (2015), J.C. Penney (2013) | ||||||||||||||||||||||||||
| Ohio | ||||||||||||||||||||||||||||||||||||||||||
|
403
|
Alliance, OH |
Walmart Supercenter
2700 West State Street |
44601 | SC | Fee | 1998 | 2007 | 100% | 200,084 | $ | 1,190,500 | $ | 5.95 | 100% | Walmart Supercenter (2017) | |||||||||||||||||||||||||||
|
404
|
Ashtabula, OH |
Ashtabula Commons
1144 West Prospect Road |
44004 | SC | Fee | 2000 | 2004 | 100% | 57,874 | $ | 854,920 | $ | 15.99 | 92.4% | Tops Markets (2021) | |||||||||||||||||||||||||||
|
405
|
Aurora, OH |
Barrington Town Center
70-130 Barrington Town Square |
44202 | SC | Fee | 1996/2004 | 1 | * | 100% | 102,683 | $ | 1,129,456 | $ | 11.16 | 95.4% |
Cinemark (2011),
Heinen’s (Not Owned) |
||||||||||||||||||||||||||
50
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
406
|
Boardman, OH |
Southland Crossings
I-680 & U.S. Route 224 |
44514 | SC | Fee | 1997 | 1 | * | 100% | 506,254 | $ | 4,288,742 | $ | 8.45 | 98.9% |
Lowe’s (2016), Babies
“R” Us (2014), Staples (2012), Dick’s Sporting Goods (2012), Walmart (2017), PetSmart (2013), Giant Eagle (2018) |
||||||||||||||||||||||||||
|
407
|
Chillicothe, OH |
Chillicothe Place
867 North Bridge Street |
45601 | SC | GL (3 | ) | 1974/1998 | 1/2 | * | 20% | 106,262 | $ | 1,106,630 | $ | 10.41 | 100% |
Kroger (2041), Office
Max (2013) |
|||||||||||||||||||||||||
|
408
|
Chillicothe, OH |
Chillicothe Place
867 North Bridge Street |
45601 | SC | Fee | 1998 | 1981 | 100% | 130,497 | $ | 822,132 | $ | 6.30 | 100% | Lowe’s (2015) | |||||||||||||||||||||||||||
|
409
|
Cincinnati, OH |
Glenway Crossing
5100 Glencrossing Way |
45238 | SC | Fee | 1990 | 1993 | 100% | 235,433 | $ | 1,281,566 | $ | 11.12 | 49% | Michaels (2011) | |||||||||||||||||||||||||||
|
410
|
Cincinnati, OH |
Kroger
6401 Colerain Avenue |
45239 | SC | Fee | 1998 | 2007 | 100% | 56,634 | $ | 556,486 | $ | 9.83 | 100% | Kroger (2015) | |||||||||||||||||||||||||||
|
411
|
Cincinnati, OH |
Tri-County Mall
11700 Princeton Pike |
45246 | SC | Fee (3 | ) |
1960/1990/
1992 |
2005 | 20% | 758,031 | $ | 10,780,898 | $ | 17.70 | 85.6% | Dillard’s (2018), Sears (2019), Macy’s (Not Owned) | ||||||||||||||||||||||||||
|
412
|
Cleveland, OH |
Kmart Plaza
14901-14651 Lorain Avenue |
44111-3196 | SC | Fee (3 | ) | 1982 | 2008 | 25.25% | 109,350 | $ | 742,100 | $ | 7.34 | 92.4% | Kmart (2012) | ||||||||||||||||||||||||||
|
413
|
Columbus, OH |
Consumer Square West
3630 Soldano Boulevard |
43228 | SC | Fee | 1989/2003 | 2004 | 100% | 356,515 | $ | 2,014,487 | $ | 6.89 | 82% | Kroger (2014), Target (2011) | |||||||||||||||||||||||||||
|
414
|
Columbus, OH |
Easton Market
3740 Easton Market |
43230 | SC | Fee | 1998 | 1998 | 100% | 506,883 | $ | 6,200,105 | $ | 12.80 | 95.6% | Staples (2013), PetSmart (2014), Golfsmith Golf Center (2013), Michaels (2013), Dick’s Sporting Goods (2013), DSW Shoe Warehouse (2012), Kittle’s Home Furnishings (2012), Bed Bath & Beyond (2014), T.J. Maxx (2014), Buy Buy Baby (2020) | |||||||||||||||||||||||||||
|
415
|
Columbus, OH |
Lennox Town Center
1647 Olentangy River Road |
43212 | SC | Fee (3 | ) | 1997 | 1998 | 50% | 352,913 | $ | 3,631,126 | $ | 10.29 | 100% | Target (2016), Barnes & Noble (2012), Staples (2011), AMC Theatre (2021) | ||||||||||||||||||||||||||
|
416
|
Columbus, OH |
Sun Center
3622-3860 Dublin Granville Road |
43017 | SC | Fee (3 | ) | 1995 | 1998 | 79.45% | 315,828 | $ | 3,745,290 | $ | 12.08 | 98.2% | Babies “R” Us (2011), Michaels (2013), Ashley Furniture Homestore (2012), Stein Mart (2012), Whole Foods (2016), Staples (2010) | ||||||||||||||||||||||||||
|
417
|
Columbus, OH |
Hilliard Rome Commons
1710-60 Hilliard Rome Road |
43026 | SC | Fee (3 | ) | 2001 | 2007 | 20% | 110,871 | $ | 1,457,078 | $ | 13.62 | 96.5% | Giant Eagle (2022) | ||||||||||||||||||||||||||
51
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
418
|
Dublin, OH |
Perimeter Center
6644-6804 Perimeter Loop Road |
43017 | SC | Fee | 1996 | 1998 | 100% | 137,556 | $ | 1,494,739 | $ | 11.57 | 93.9% | Giant Eagle (2014) | |||||||||||||||||||||||||||
|
419
|
Elyria, OH |
Elyria Shopping Center
841 Cleveland |
44035 | SC | Fee | 1977 | 2 | 100% | 92,125 | $ | 708,195 | $ | 7.69 | 100% | Giant Eagle (2010) | |||||||||||||||||||||||||||
|
420
|
Grove City, OH |
Derby Square
2161-2263 Stringtown Road |
43123 | SC | Fee (3 | ) | 1992 | 1998 | 20% | 128,250 | $ | 1,166,138 | $ | 9.86 | 92.2% | Giant Eagle (2016) | ||||||||||||||||||||||||||
|
421
|
Huber Heights, OH |
North Heights Plaza
8280 Old Troy Pike |
45424 | SC | Fee | 1990 | 1993 | 100% | 182,749 | $ | 1,627,103 | $ | 12.53 | 71.1% | hhgregg (2023), Walmart (Not Owned) | |||||||||||||||||||||||||||
|
422
|
Lebanon, OH |
Countryside Place
1879 Deerfield Road |
45036 | SC | Fee | 1990/2002 | 1993 | 100% | 17,000 | $ | 0 | $ | 0.00 | 0% | Erb Lumber (Not Owned), Walmart (Not Owned) | |||||||||||||||||||||||||||
|
423
|
Macedonia, OH |
Macedonia Commons
Macedonia Commons Boulevard |
44056 | SC | Fee (3 | ) | 1994 | 1994 | 50% | 236,556 | $ | 3,127,041 | $ | 12.23 | 99.1% | Tops Markets (2019), Kohl’s (2016), Walmart (Not Owned) | ||||||||||||||||||||||||||
|
424
|
Macedonia, OH |
Macedonia Commons Phase II
8210 Macedonia Commons |
44056 | SC | Fee | 1999 | 1/2 | * | 100% | 57,658 | $ | 915,609 | $ | 15.88 | 100% | Cinemark (2019) | ||||||||||||||||||||||||||
|
425
|
Solon, OH |
Uptown Solon
Kruse Drive |
44139 | SC | Fee | 1998 | 1 | * | 100% | 183,255 | $ | 2,946,667 | $ | 16.43 | 97.9% | Mustard Seed Market & Cafe (2019), Bed Bath & Beyond (2014), Borders (2019) | ||||||||||||||||||||||||||
|
426
|
Solon, OH |
Sears Solon
6221 Som Center |
44139-2912 | SC | Fee (3 | ) | 1977 | 2008 | 25.25% | 84,180 | $ | 299,819 | $ | 3.56 | 100% | Kmart (2013) | ||||||||||||||||||||||||||
|
427
|
Steubenville, OH |
Lowe’s Home Improvement
4115 Mall Drive |
43952 | SC | Fee | 1998 | 2007 | 100% | 130,497 | $ | 871,236 | $ | 6.68 | 100% | Lowe’s (2016) | |||||||||||||||||||||||||||
|
428
|
Stow, OH |
Stow Community Center
Kent Road |
44224 | SC | Fee | 1997/2000 | 2 | 100% | 371,057 | $ | 3,722,793 | $ | 10.21 | 98.3% |
Bed Bath & Beyond (2011), Giant Eagle
(2017), Kohl’s (2019), Office Max (2011), Target (Not Owned) |
|||||||||||||||||||||||||||
|
429
|
Tiffin, OH |
Tiffin Mall
870 West Market Street |
44883 | MM | Fee | 1980/2004 | 1/2 | * | 100% | 170,868 | $ | 530,341 | $ | 5.25 | 59.2% | Cinemark (2011), J. C. Penney (2013) | ||||||||||||||||||||||||||
|
430
|
Toledo, OH |
Springfield Commons
South Holland-Sylvania Road |
43528 | SC | Fee (3 | ) | 1999 | 1 | * | 20% | 241,129 | $ | 2,827,761 | $ | 11.35 | 98.3% |
Kohl’s (2019), Gander Mountain (2014), Bed
Bath & Beyond (2011), Old Navy (2010) |
|||||||||||||||||||||||||
|
431
|
Toledo, OH |
North Towne Commons
851 West Alexis Road |
43612 | SC | Fee | 1995 | 2004 | 100% | 80,160 | $ | 501,000 | $ | 6.25 | 100.0% | Dick’s Sporting Goods (2016) | |||||||||||||||||||||||||||
|
432
|
Westlake, OH |
West Bay Plaza
30100 Detroit Road |
44145 | SC | Fee |
1974/1997/
2000 |
1/2 | * | 100% | 162,330 | $ | 1,334,340 | $ | 8.42 | 97.6% | Marc’s (2009), Kmart (2014) | ||||||||||||||||||||||||||
52
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
433
|
Willoughby Hills, OH |
Shoppes at Willoughby Hills
Chardon Road |
44092 | SC | Fee (3 | ) | 1985 | 2007 | 15% | 376,977 | $ | 3,196,943 | $ | 9.01 | 94.1% |
Giant Eagle (2019), Cinemark (2010), A.J. Wright (2011),
Office Max (2014), National College (2019) |
||||||||||||||||||||||||||
|
434
|
Xenia, OH |
West Park Square
1700 West Park Square |
45385 | SC | Fee |
1994/1997/
2001 |
1 | * | 100% | 112,361 | $ | 534,672 | $ | 7.71 | 61.7% | Kroger (2019), Walmart (Not Owned) | ||||||||||||||||||||||||||
|
435
|
Zanesville, OH |
Kmart Shopping Center
3515 North Maple Avenue |
43701-7001 | SC | Fee (3 | ) | 1973 | 2008 | 25.25% | 84,180 | $ | 223,160 | $ | 2.65 | 100% | Kmart (2014) | ||||||||||||||||||||||||||
| Oklahoma | ||||||||||||||||||||||||||||||||||||||||||
|
436
|
Enid, OK |
Kmart Plaza
4010 West Owen Garriot Road |
73703-4899 | SC | Fee (3 | ) | 1983 | 2008 | 25.25% | 84,000 | $ | 187,881 | $ | 2.24 | 100% | Kmart (2013), United Supermarkets (Not Owned) | ||||||||||||||||||||||||||
|
437
|
Oklahoma City, OK |
CVS Pharmacy
2323 North Martin Luther King Boulevard |
73102 | SC | Fee | 1997 | 2007 | 100% | 9,504 | $ | 159,358 | $ | 16.77 | 100% | ||||||||||||||||||||||||||||
| Oregon | ||||||||||||||||||||||||||||||||||||||||||
|
438
|
Portland, OR |
Tanasbourne Town Center
Northwest Evergreen Parkway & Northwest Ring Road |
97006 | SC | Fee (3 | ) | 1995/2001 | 1996 | 50% | 309,617 | $ | 4,593,737 | $ | 17.69 | 83.8% | Ross Dress For Less (2013), Michaels (2014), Barnes & Noble (2011), Office Depot (2010), Haggan’s (2021), Nordstrom (Not Owned), Target (Not Owned) | ||||||||||||||||||||||||||
| Pennsylvania | ||||||||||||||||||||||||||||||||||||||||||
|
439
|
Allentown, PA |
BJ’s Wholesale Club
1785 Airport Road South |
18109 | SC | Fee | 1991 | 2004 | 100% | 112,230 | $ | 863,266 | $ | 7.69 | 100% | BJ’s Wholesale Club (2011) | |||||||||||||||||||||||||||
|
440
|
Allentown, PA |
West Valley Marketplace
1091 Mill Creek Road |
18106 | SC | Fee | 2001/2004 | 2003 | 100% | 259,239 | $ | 2,636,479 | $ | 10.29 | 98.8% | Walmart Supercenter (2021) | |||||||||||||||||||||||||||
|
441
|
Camp Hill, PA |
Camp Hill Center
3414 Simpson Ferry Road |
17011 | SC | Fee | 1978/2002 | 2007 | 100% | 62,888 | $ | 288,000 | $ | 10.03 | 45.6% | Michaels (2013) | |||||||||||||||||||||||||||
|
442
|
Carlisle, PA |
Carlisle Commons Shopping
Center Ridge Street & Noble Boulevard |
17013 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 393,033 | $ | 3,332,111 | $ | 8.90 | 95.2% | Walmart Supercenter (2022), T.J. Maxx (2012), Ross Dress For Less (2014), Regal Cinemas (2010) | ||||||||||||||||||||||||||
|
443
|
Cheswick, PA |
Rite Aid
1200 Pittsburgh Street |
15024 | SC | Fee | 2000 | 2007 | 100% | 10,908 | $ | 248,609 | $ | 22.79 | 100% | ||||||||||||||||||||||||||||
|
444
|
Connellsville, PA |
Rite Aid
100 Memorial Boulevard |
15425 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 312,181 | $ | 28.62 | 100% | ||||||||||||||||||||||||||||
|
445
|
E. Norriton, PA |
Dekalb Plaza
2692 Dekalb Pike |
19401 | SC | Fee | 1975/1997 | 1/2 | * | 100% | 173,876 | $ | 1,051,722 | $ | 6.14 | 91.1% | Big Lots (2015) | ||||||||||||||||||||||||||
53
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
446
|
Erie, PA |
Peach Street Square
1902 Keystone Drive |
16509 | SC | GL |
1995/1998/
2003 |
1 | * | 100% | 557,769 | $ | 4,412,213 | $ | 8.31 | 89.9% | Lowe’s (2015), PetSmart (2015), Kohl’s (2016), Walmart (2015), Cinemark (2011), Home Depot (Not Owned) | ||||||||||||||||||||||||||
|
447
|
Erie, PA |
Rite Aid
4145 Buffalo Road |
16510 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 235,940 | $ | 21.63 | 100% | ||||||||||||||||||||||||||||
|
448
|
Erie, PA |
Rite Aid
404 East 26th Street |
16503 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 260,047 | $ | 23.84 | 100% | ||||||||||||||||||||||||||||
|
449
|
Erie, PA |
Rite Aid
353 East 6th Street |
16507 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 266,969 | $ | 24.47 | 100% | ||||||||||||||||||||||||||||
|
450
|
Erie, PA |
Rite Aid
5440 Peach Street |
16508 | SC | Fee | 2000 | 2007 | 100% | 10,908 | $ | 354,691 | $ | 32.52 | 100% | ||||||||||||||||||||||||||||
|
451
|
Erie, PA |
Rite Aid
2923 West 26th Street |
16506 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 332,311 | $ | 30.46 | 100% | ||||||||||||||||||||||||||||
|
452
|
Erie, PA |
Rite Aid
2184 West 12th Street |
16505 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 373,661 | $ | 34.26 | 100% | ||||||||||||||||||||||||||||
|
453
|
Homestead, PA |
Waterfront Market Amity
149 West Bridge Street |
15120 | LC | Fee (3 | ) | 2003 | 2007 | 15% | 764,824 | $ | 10,988,486 | $ | 15.63 | 91.9% | Dick’s Sporting Goods (2012), Loew’s Cinema (2020), Best Buy (2014), Michaels (2011), Office Depot (2017), T.J. Maxx (2011), Old Navy (2011), DSW Shoe Warehouse (2015), Bed Bath & Beyond (2011), Marshalls (2010), Barnes & Noble (2012), Dave & Buster’s (2020), Target (Not Owned), Macy’s (Not Owned) | ||||||||||||||||||||||||||
|
454
|
Irwin, PA |
Rite Aid
3550 Route 130 |
15642 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 262,741 | $ | 24.09 | 100% | ||||||||||||||||||||||||||||
|
455
|
King of Prussia, PA |
Overlook at King of Prussia
301 Goddard Boulevard |
19046 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 105,615 | $ | 4,855,050 | $ | 25.82 | 100% |
United Artists Theatre (2025), Nordstrom Rack (2012), Best
Buy (2017) |
||||||||||||||||||||||||||
|
456
|
Monroeville, PA | 15146 | SC | Fee | 1998 | 2007 | 100% | 12,738 | $ | 484,028 | $ | 38.00 | 100% | |||||||||||||||||||||||||||||
|
457
|
Monroeville, PA |
Rite Aid
2604 Monroeville Boulevard |
15146 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 295,339 | $ | 27.08 | 100% | ||||||||||||||||||||||||||||
|
458
|
Mt. Nebo, PA |
Mount Nebo Pointe
Mount Nebo Road & Lowries Run Road |
15237 | SC | Fee (3 | ) | 2005 | 1 | * | 10% | 99,447 | $ | 690,845 | $ | 16.77 | 37% | Target (Not Owned), Sam’s Club (Not Owned) | |||||||||||||||||||||||||
54
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Developers Diversified Realty
Corporation
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Shopping Center Property List at December 31, 2009
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Company-
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Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
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Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
459
|
New Castle, PA |
Rite Aid
31 North Jefferson Street |
16101 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 267,194 | $ | 24.50 | 100% | ||||||||||||||||||||||||||||
|
460
|
Pittsburgh, PA |
Rite Aid
1804 Golden Mile Highway |
15239 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 326,940 | $ | 29.97 | 100% | ||||||||||||||||||||||||||||
|
461
|
Pittsburgh, PA |
Rite Aid
2501 Saw Mill Run Boulevard |
15227 | SC | Fee | 1999 | 2007 | 100% | 10,908 | $ | 342,233 | $ | 31.37 | 100% | ||||||||||||||||||||||||||||
|
462
|
Pottstown, PA |
Kmart Shopping Center
2200 East High Street |
19464-3216 | SC | Fee (3 | ) | 1973 | 2008 | 25.25% | 84,180 | $ | 275,000 | $ | 3.27 | 100% | Kmart (2014) | ||||||||||||||||||||||||||
|
463
|
Willow Grove, PA |
Kmart Shopping Center
2620 Moreland Road |
19090-4001 | SC | Fee (3 | ) | 1973 | 2008 | 25.25% | 94,500 | $ | 341,125 | $ | 3.61 | 100% | Kmart (2014) | ||||||||||||||||||||||||||
| Puerto Rico | ||||||||||||||||||||||||||||||||||||||||||
|
464
|
Arecibo, PR |
Plaza Del Atlantico
PR # Km 80.3 |
00612 | MM | Fee | 1980/1993 | 2005 | 100% | 215,391 | $ | 3,064,880 | $ | 14.63 | 88.8% | Kmart (2013), Capri Del Atlantico (2019) | |||||||||||||||||||||||||||
|
465
|
Bayamon, PR |
Plaza Del Sol
Road PR #29 & PR #167, Hato Tejas |
00961 | MM | Fee |
1998/2003/
2004 |
2005 | 100% | 524,433 | $ | 17,256,448 | $ | 33.46 | 93.9% |
Walmart (2022), Old Navy (2011), Science Park Cinema (2019),
Bed
Bath & Beyond (2017), Home Depot (Not Owned) |
|||||||||||||||||||||||||||
|
466
|
Bayamon, PR |
Rexville Plaza
PR #167, Km 18.8 |
00961 | SC | Fee | 1980/2002 | 2005 | 100% | 126,023 | $ | 1,624,809 | $ | 11.68 | 96.6% | Pueblo Xtra (2019), Tiendas Capri (2013) | |||||||||||||||||||||||||||
|
467
|
Bayamon, PR | Plaza Rio Hondo PR #22, PR #167 | 00936 | MM | Fee | 1982/2001 | 2005 | 100% | 484,651 | $ | 13,282,635 | $ | 26.48 | 95.6% | Tiendas Capri (2011), Best Buy (2021), Kmart (2013), Pueblo Xtra (2012), Rio Hondo Cinemas (2023), Marshalls (2015) | |||||||||||||||||||||||||||
|
468
|
Carolina, PR |
Plaza Escorial
Carretera #3, Km 6.1 |
00987 | SC | Fee | 1997 | 2005 | 100% | 420,470 | $ | 7,722,030 | $ | 14.46 | 98.9% | Office Max (2015), Walmart Supercenter (2024), Plaza Escorial Cinemas (2019), Borders (2017), Old Navy (2014), Sam’s Club (2024), Home Depot (Not Owned) | |||||||||||||||||||||||||||
|
469
|
Cayey, PR |
Plaza Cayey State
Road #1 & PR #735 |
00736 | SC | Fee | 1999/2004 | 2005 | 100% | 261,126 | $ | 2,912,309 | $ | 8.42 | 96.4% | Walmart Supercenter (2021), Cayey Cinema Corp. (Not Owned) | |||||||||||||||||||||||||||
|
470
|
Fajardo, PR |
Plaza Fajardo
Road PR #3 Int PR #940 |
00738 | SC | Fee | 1992 | 2005 | 100% | 245,319 | $ | 4,205,901 | $ | 16.79 | 100% | Walmart (2012), Pueblo Xtra (2012) | |||||||||||||||||||||||||||
|
471
|
Guayama, PR |
Plaza Walmart
Road PR #3 Km 135.0 |
00784 | SC | Fee | 1994 | 2005 | 100% | 163,598 | $ | 1,724,113 | $ | 10.91 | 96.6% | Walmart (2018) | |||||||||||||||||||||||||||
|
472
|
Hatillo, PR |
Plaza Del Norte
Road#2 Km 81.9 |
00659 | MM | Fee | 1992 | 2005 | 100% | 511,027 | $ | 10,283,451 | $ | 25.88 | 79.4% | Sears (2014), Toys “R” Us (2018), J.C. Penney (2012), Office Max (2019), Walmart (2012) | |||||||||||||||||||||||||||
55
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
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Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
473
|
Humacao, PR |
Plaza Palma Real
State Road #3, Km 78.20 |
00791 | SC | Fee | 1995 | 2005 | 100% | 345,489 | $ | 6,982,654 | $ | 19.29 | 93.1% |
Pep Boys (2015), J.C. Penney (2019), Capri Stores (2011),
Marshalls (2019), Walmart (2020), Office Max (2018) |
|||||||||||||||||||||||||||
|
474
|
Isabela, PR |
Plaza Isabela
State Road #2 & # 454 |
00662 | SC | Fee | 1994 | 2005 | 100% | 238,410 | $ | 3,775,415 | $ | 14.81 | 98.7% | Walmart (2019) | |||||||||||||||||||||||||||
|
475
|
San German, PR |
Camino Real
State Road PR #122 |
00683 | SC | Fee | 1991 | 2005 | 100% | 0 | $ | 339,950 | $ | 0.00 | 100% | Pep Boys (2015) | |||||||||||||||||||||||||||
|
476
|
San German, PR |
Plaza Del Oeste
Road PR #2 Int PR #122 |
00683 | SC | Fee | 1991 | 2005 | 100% | 174,172 | $ | 2,426,011 | $ | 12.59 | 99.4% | Kmart (2016), Econo San German (2011) | |||||||||||||||||||||||||||
|
477
|
San Juan, PR |
Senorial Plaza
PR #53 & PR #177 |
00926 | MM | Fee |
1978/
Mutiple |
2005 | 100% | 157,508 | $ | 2,448,696 | $ | 16.20 | 88.4% | Kmart (2010), Pueblo Xtra (2015) | |||||||||||||||||||||||||||
|
478
|
Vega Baja, PR |
Plaza Vega Baja
Road PR #2 Int PR #155 |
00693 | SC | Fee | 1990 | 2005 | 100% | 180,488 | $ | 1,877,015 | $ | 10.34 | 96.9% | Kmart (2015), Pueblo Xtra (2010) | |||||||||||||||||||||||||||
| Rhode Island | ||||||||||||||||||||||||||||||||||||||||||
|
479
|
Middletown, RI | 02842 | SC | Fee | 2003 | 2007 | 100% | 98,161 | $ | 1,030,248 | $ | 14.68 | 71.5% | Barnes & Noble (2019), Michaels (2018) | ||||||||||||||||||||||||||||
|
480
|
Warwick, RI |
Warwick Center
1324 Bald Hill Road |
02886 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 159,958 | $ | 2,171,965 | $ | 17.78 | 76.4% | Dick’s Sporting Goods (2019), Barnes & Noble (2018), DSW Shoe Warehouse (2014) | ||||||||||||||||||||||||||
| South Carolina | ||||||||||||||||||||||||||||||||||||||||||
|
481
|
Aiken, SC |
Aiken Exchange
Whiskey Road & Brook Haven Drive |
29803 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 101,558 | $ | 387,596 | $ | 8.64 | 44.2% | PetSmart (2019), Target (Not Owned) | ||||||||||||||||||||||||||
|
482
|
Anderson, SC |
Anderson Central
651 Highway 28 Bypass |
29624 | SC | Fee (3 | ) | 1999 | 2007 | 15% | 223,211 | $ | 1,367,785 | $ | 6.42 | 95.5% | Walmart Supercenter (2019) | ||||||||||||||||||||||||||
|
483
|
Anderson, SC |
North Hill Commons
3521 Clemson Boulevard |
29621 | SC | Fee (3 | ) | 2000 | 2007 | 15% | 43,149 | $ | 441,619 | $ | 10.23 | 100% | Michaels (2013), Target (Not Owned) | ||||||||||||||||||||||||||
|
484
|
Camden, SC |
Springdale Plaza
1671 Springdale Drive |
29020 | SC | Fee | 1990/2000 | 1993 | 100% | 180,127 | $ | 882,223 | $ | 7.24 | 67.7% | Belk (2015), Walmart Super Center (Not Owned) | |||||||||||||||||||||||||||
|
485
|
Charleston, SC |
Ashley Crossing
2245 Ashley Crossing Drive |
29414 | SC | Fee | 1991 | 2003 | 100% | 188,883 | $ | 681,350 | $ | 11.36 | 29.4% | Food Lion (2011) | |||||||||||||||||||||||||||
|
486
|
Columbia, SC |
Columbiana Station OEA
Harbison Boulevard & Bower Parkway |
29212 | SC | Fee (3 | ) | 2003 | 2007 | 15% | 375,905 | $ | 2,951,595 | $ | 12.95 | 60.6% | Dick’s Sporting Goods (2016), Michaels (2015), PetSmart (2015), hhgregg (2015) | ||||||||||||||||||||||||||
|
487
|
Columbia, SC |
Target Center
10204 Two Notch Road |
29229 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 83,400 | $ | 137,275 | $ | 4.92 | 33.5% | Michaels (2012), Target (Not Owned) | ||||||||||||||||||||||||||
|
488
|
Conway, SC |
Gateway Plaza
2701 Church Street |
29526 | SC | Fee | 2002 | 2007 | 100% | 62,428 | $ | 438,311 | $ | 11.73 | 59.9% | ||||||||||||||||||||||||||||
56
Table of Contents
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Developers Diversified Realty
Corporation
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||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
489
|
Easley, SC |
Center Pointe Plaza II
Calhoun Memorial Highway & Brushy Creek Road |
29642 | SC | GL (3 | ) | 2004 | 2007 | 20% | 72,287 | $ | 676,107 | $ | 11.34 | 82.5% | Publix Super Markets (2023), Home Depot (Not Owned) | ||||||||||||||||||||||||||
|
490
|
Fort Mill, SC |
Rite Aid
2907 West Highway 160 |
29708 | SC | Fee | 2002 | 2007 | 100% | 13,824 | $ | 309,853 | $ | 22.41 | 100% | ||||||||||||||||||||||||||||
|
491
|
Gaffney, SC |
Rite Aid
1320 West Floyd Baker Boulevard |
29341 | SC | Fee | 2003 | 2007 | 100% | 13,818 | $ | 291,984 | $ | 21.13 | 100% | ||||||||||||||||||||||||||||
|
492
|
Greenville, SC |
Rite Aid
3679 Augusta Road |
29605 | SC | Fee | 2001 | 2007 | 100% | 10,908 | $ | 283,423 | $ | 25.98 | 100% | ||||||||||||||||||||||||||||
|
493
|
Greenville, SC |
The Point
1140 Woodruff Road |
29601 | SC | Fee (3 | ) | 2005 | 2007 | 20% | 104,641 | $ | 1,164,685 | $ | 17.79 | 62.6% | Whole Foods (2026) | ||||||||||||||||||||||||||
|
494
|
Greenville, SC |
Walmart Supercenter
1451 Woodruff Road |
29607 | SC | Fee | 1998 | 2007 | 100% | 200,084 | $ | 1,272,534 | $ | 6.36 | 100% | Walmart Supercenter (2018) | |||||||||||||||||||||||||||
|
495
|
Greenwood, SC |
BI-LO - Northside Plaza
U.S. Highway 25 & Northside Drive |
29649 | SC | Fee | 1999 | 2007 | 100% | 41,581 | $ | 334,437 | $ | 8.04 | 100% | BI-LO (2019) | |||||||||||||||||||||||||||
|
496
|
Lexington, SC |
Lexington Place
U.S. Highway 378 & Old Cherokee Road |
29072 | SC | Fee | 2003 | 2007 | 100% | 83,167 | $ | 833,789 | $ | 10.22 | 98.1% | Ross Dress For Less (2014), T.J. Maxx (2013), Publix (Not Owned), Kohl’s (Not Owned) | |||||||||||||||||||||||||||
|
497
|
Mt. Pleasant, SC |
Wando Crossing
1500 Highway 17 North |
29465 | SC | Fee | 1992/2000 | 1995 | 100% | 209,810 | $ | 2,134,728 | $ | 11.61 | 87.6% | Office Depot (2010), T.J. Maxx (2013), Marshalls (2011), Walmart (Not Owned) | |||||||||||||||||||||||||||
|
498
|
Mt. Pleasant, SC |
BI-LO at Shelmore
672 Highway 17 By-Pass |
29464 | SC | Fee | 2002 | 2007 | 100% | 64,368 | $ | 920,894 | $ | 14.31 | 100% | BI-LO (2023) | |||||||||||||||||||||||||||
|
499
|
Myrtle Beach, SC |
The Plaza at Carolina
Forest 3735 Renee Drive |
29579 | SC | Fee (3 | ) | 1999 | 2007 | 20% | 116,657 | $ | 1,451,578 | $ | 13.13 | 85% | Kroger (2019) | ||||||||||||||||||||||||||
|
500
|
N. Charleston, SC |
North Pointe Plaza
7400 Rivers Avenue |
29406 | SC | Fee | 1989/2001 | 2 | 100% | 294,471 | $ | 2,087,782 | $ | 7.09 | 100% | Walmart Supercenter (2014), Office Max (2014) | |||||||||||||||||||||||||||
|
501
|
N. Charleston, SC |
North Charleston Center
5900 Rivers Avenue |
29406 | SC | Fee | 1980/1993 | 2004 | 100% | 236,437 | $ | 1,274,874 | $ | 7.23 | 74.6% | Northern Tool (2016), Big Lots (2011), Home Decor Liquidators (2012) | |||||||||||||||||||||||||||
|
502
|
Orangeburg, SC |
North Road Plaza
2795 North Road |
29115 | SC | Fee | 1994/1999 | 1995 | 100% | 50,760 | $ | 374,650 | $ | 13.29 | 55.6% | Walmart Supercenter (Not Owned) | |||||||||||||||||||||||||||
|
503
|
Piedmont, SC |
Rite Aid
915 Anderson Street |
29601 | SC | Fee | 2000 | 2007 | 100% | 10,908 | $ | 181,052 | $ | 16.60 | 100% | ||||||||||||||||||||||||||||
|
504
|
Simpsonville, SC |
Fairview Station
621 Fairview Road |
29681 | SC | Fee | 1990 | 1994 | 100% | 142,086 | $ | 870,854 | $ | 6.23 | 98.3% | Ingles (2011), Kohl’s (2015) | |||||||||||||||||||||||||||
|
505
|
Spartanburg, SC |
Rite Aid - Blackstock
1510 W.O. Ezell Boulevard |
29301 | SC | Fee | 2001 | 2007 | 100% | 10,908 | $ | 271,599 | $ | 24.90 | 100% | ||||||||||||||||||||||||||||
57
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
506
|
Spartanburg, SC |
Northpoint Marketplace
8642-8760 Asheville Highway |
29316 | SC | Fee | 2001 | 2007 | 100% | 102,252 | $ | 553,998 | $ | 6.84 | 75.9% | Ingles (2021) | |||||||||||||||||||||||||||
|
507
|
Spartanburg, SC |
Rite Aid - Spartanburg
780 North Pine Street |
29301 | SC | Fee | 2002 | 2007 | 100% | 10,908 | $ | 283,656 | $ | 26.00 | 100% | ||||||||||||||||||||||||||||
|
508
|
Taylors, SC |
North Hampton Market
6019 Wade Hampton |
29687 | SC | Fee (3 | ) | 2004 | 2007 | 20% | 114,935 | $ | 1,203,260 | $ | 11.17 | 93.7% | Hobby Lobby (2019), Target (Not Owned) | ||||||||||||||||||||||||||
|
509
|
Taylors, SC |
Hampton Point
3033 Wade Hampton Boulevard |
29687 | SC | Fee | 1993 | 2007 | 100% | 58,316 | $ | 435,042 | $ | 7.94 | 94% | BI-LO (2018) | |||||||||||||||||||||||||||
|
510
|
Woodruff, SC |
Rite Aid
121 North Main Street |
29388 | SC | Fee | 2002 | 2007 | 100% | 13,824 | $ | 288,178 | $ | 20.85 | 100% | ||||||||||||||||||||||||||||
| South Dakota | ||||||||||||||||||||||||||||||||||||||||||
|
511
|
Watertown, SD |
Watertown Mall
1300 9th Avenue |
56401 | MM | Fee | 1977 | 1/2 | * | 100% | 240,262 | $ | 1,301,672 | $ | 6.48 | 83.6% |
Dunham’s Sporting Goods (2011), Herberger’s (2014),
J.C. Penney (2013), Hy Vee Supermarket (Not Owned) |
||||||||||||||||||||||||||
| Tennessee | ||||||||||||||||||||||||||||||||||||||||||
|
512
|
Chattanooga, TN | Overlook at Hamilton Place 2288 Gunbarrel Road | 37421 | SC | Fee | 1992/2004 | 2003 | 100% | 213,105 | $ | 1,934,215 | $ | 9.08 | 100% | Best Buy (2014), Hobby Lobby (2014), Fresh Market (2014) | |||||||||||||||||||||||||||
|
513
|
Columbia, TN |
Columbia Square
845 Nashville Highway |
38401 | SC | Fee (3 | ) | 1993 | 2003 | 10% | 68,948 | $ | 411,521 | $ | 7.21 | 82.8% | Kroger (2022) | ||||||||||||||||||||||||||
|
514
|
Farragut, TN |
Farragut Pointe
11132 Kingston Pike |
37922 | SC | Fee (3 | ) | 1991 | 2003 | 10% | 71,311 | $ | 470,214 | $ | 7.59 | 86.9% | |||||||||||||||||||||||||||
|
515
|
Goodlettsville, TN |
Northcreek Commons
101-139 Northcreek Boulevard |
37072 | SC | Fee (3 | ) | 1987 | 2003 | 20% | 84,441 | $ | 657,411 | $ | 8.66 | 89.9% | Kroger (2012) | ||||||||||||||||||||||||||
|
516
|
Hendersonville, TN |
Lowe’s Home Improvement
Hendersonville |
37075 | SC | Fee | 1999 | 2003 | 100% | 133,144 | $ | 1,230,689 | $ | 9.24 | 100% | Lowe’s (2019) | |||||||||||||||||||||||||||
|
517
|
Jackson, TN |
West Towne Commons
41 Stonebrook Place |
38305 | SC | Fee (3 | ) | 1992 | 2007 | 20% | 62,925 | $ | 524,528 | $ | 8.84 | 94.3% | Kroger (2020) | ||||||||||||||||||||||||||
|
518
|
Johnson City, TN |
Johnson City Marketplace
Franklin & Knob Creek Roads |
37604 | SC | GL | 2005 | 2003 | 100% | 112,968 | $ | 531,918 | $ | 15.23 | 100% | Kohl’s (2026), Lowe’s (Not Owned) | |||||||||||||||||||||||||||
|
519
|
Knoxville, TN |
Pavilion of Turkey Creek I
10936 Parkside Drive |
37922 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 280,776 | $ | 2,490,212 | $ | 12.83 | 69.2% | Ross Dress For Less (2014), Office Max (2017), Old Navy (2011), Target (Not Owned), Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
58
Table of Contents
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Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
520
|
Knoxville, TN |
Town & Country
North Peters Road & Town & Country Circle |
37923 | SC | Fee (3 | ) | 1985/1997 | 2007 | 15% | 638,334 | $ | 5,665,378 | $ | 10.59 | 83.8% |
Jo-Ann Stores (2013), Staples (2019), Best Buy (2019), Food City
(2026), Lowe’s (2017), Carmike Cinemas (2020),
Dick’s
Sporting Goods (2017) |
||||||||||||||||||||||||||
|
521
|
Memphis, TN |
American Way
4075 American Way |
38118 | SC | Fee (3 | ) | 1988 | 2007 | 20% | 121,222 | $ | 777,147 | $ | 7.91 | 81.1% | Kroger (2020) | ||||||||||||||||||||||||||
|
522
|
Morristown, TN |
Crossroads Square
130 Terrace Lane |
37816 | SC | Fee (3 | ) | 2004 | 2007 | 20% | 68,500 | $ | 638,000 | $ | 9.67 | 96.4% | T.J. Maxx (2014) | ||||||||||||||||||||||||||
|
523
|
Nashville, TN |
Willowbrook Commons
61 East Thompson Lane |
37211 | SC | Fee (3 | ) | 2005 | 2007 | 20% | 93,600 | $ | 755,155 | $ | 8.95 | 90.2% | Kroger (2029) | ||||||||||||||||||||||||||
|
524
|
Nashville, TN |
Bellevue Place
7625 Highway 70 South |
37221 | SC | Fee (3 | ) | 2003 | 2007 | 15% | 77,180 | $ | 862,590 | $ | 12.19 | 91.7% |
Michaels (2012), Bed
Bath & Beyond (2012), Home Depot (Not Owned) |
||||||||||||||||||||||||||
|
525
|
Oakland, TN |
Oakland Market Place
7265 U.S. Highway 64 |
38060 | SC | Fee (3 | ) | 2004 | 2007 | 20% | 64,600 | $ | 384,167 | $ | 6.67 | 89.2% | Kroger (2028) | ||||||||||||||||||||||||||
| Texas | ||||||||||||||||||||||||||||||||||||||||||
|
526
|
Allen, TX |
Watters Creek
Bethany Road |
75013 | LC | Fee (3 | ) | 2008 | 1 | * | 10% | 354,110 | $ | 5,529,373 | $ | 19.39 | 77.8% | United Market Street (2028) | |||||||||||||||||||||||||
|
527
|
Austin, TX |
The Shops at Tech Ridge
Center Ridge Drive |
78728 | SC | Fee (3 | ) | 2003 | 2003 | 25.75% | 282,845 | $ | 3,379,345 | $ | 14.14 | 83.3% | Ross Dress For Less (2014), Toys “R” Us (2014), Hobby Lobby (2018), Best Buy (2017), Super Target (Not Owned) | ||||||||||||||||||||||||||
|
528
|
Fort Worth, TX |
CVS Pharmacy
2706 Jacksboro Highway |
76114 | SC | Fee | 1997 | 2007 | 100% | 10,908 | $ | 239,784 | $ | 21.98 | 100% | ||||||||||||||||||||||||||||
|
529
|
Fort Worth, TX |
CVS Pharmacy
4551 Sycamore School Road |
76133 | SC | Fee | 1997 | 2007 | 100% | 9,504 | $ | 149,248 | $ | 15.70 | 100% | ||||||||||||||||||||||||||||
|
530
|
Frisco, TX |
Frisco Marketplace
7010 Preston Road |
75035 | SC | Fee (3 | ) | 2003 | 2003 | 0.01% | 20,959 | $ | 684,702 | $ | 20.72 | 96.6% | Kohl’s (2023) | ||||||||||||||||||||||||||
|
531
|
Garland, TX |
Garland Plaza
3265 Broadway Boulevard |
75043 | SC | Fee | 1994 | 2007 | 100% | 70,576 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
532
|
Grand Prairie, TX |
Kroger
2525 West Interstate 20 |
75052 | SC | Fee | 1998 | 2007 | 100% | 60,835 | $ | 433,615 | $ | 7.13 | 100% | Kroger (2018) | |||||||||||||||||||||||||||
|
533
|
Houston, TX |
Lowe’s Home Improvement
19935 Katy Freeway |
77094 | SC | Fee | 1998 | 2007 | 100% | 131,644 | $ | 917,000 | $ | 6.97 | 100% | Lowe’s (2017) | |||||||||||||||||||||||||||
|
534
|
McKinney, TX |
McKinney Marketplace
U.S. Highway 75 & El Dorado Parkway |
75070 | SC | Fee (3 | ) | 2000 | 2003 | 0.01% | 118,967 | $ | 1,221,665 | $ | 10.76 | 95.5% | Kohl’s (2021), Albertson’s (Not Owned) | ||||||||||||||||||||||||||
59
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
535
|
Mesquite, TX |
Marketplace at Towne Center
Southbound Frontage Road I 635 |
75150 | SC | Fee (3 | ) | 2001 | 2003 | 0.01% | 170,645 | $ | 1,891,881 | $ | 12.34 | 82.2% |
PetSmart (2017),
Michaels (2012), Ross Dress For Less (2013), Home Depot (Not Owned), Kohl’s (Not Owned) |
||||||||||||||||||||||||||
|
536
|
Pasadena, TX |
Kroger Junction
2619 Red Bluff Road |
77506 | SC | Fee (3 | ) | 1984 | 2007 | 20% | 81,161 | $ | 456,848 | $ | 6.30 | 89.4% | Kroger (2020) | ||||||||||||||||||||||||||
|
537
|
Richardson, TX |
CVS Pharmacy
2090 Arapahoe Boulevard |
75081 | SC | Fee | 1997 | 2007 | 100% | 10,560 | $ | 206,585 | $ | 19.56 | 100% | ||||||||||||||||||||||||||||
|
538
|
Rowlett, TX |
Rowlett Plaza
8800 Lakeview Parkway |
75088 | SC | Fee | 1995/2001 | 2007 | 100% | 63,117 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
539
|
San Antonio, TX |
Ingram Park
6157 Northwest Loop 410 |
78238 | MV | Fee | 1985 | 2005 | 50% | 76,597 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
|
540
|
San Antonio, TX |
Bandera Pointe
North State Loop 1604 Bandera Road |
78227 | SC | Fee | 2001/2002 | 1 | * | 100% | 278,815 | $ | 3,625,101 | $ | 13.76 | 89.8% | Lowe’s (2020), T.J. Maxx (2011), Old Navy (2011), Ross Dress For Less (2012), Barnes & Noble (2011), Hobby Lobby (2022), Kohl’s (Not Owned), Racquetball & Fitness (Not Owned), Chuck E. Cheese (Not Owned), Kohl’s (Not Owned), Credit Union (Not Owned), Target (Not Owned) | ||||||||||||||||||||||||||
|
541
|
San Antonio, TX |
Village at Stone Oak
22610 U.S. Highway 281 North, Suite 211 |
78258 | SC | Fee | 2007 | 1 | * | 100% | 357,322 | $ | 5,317,471 | $ | 15.89 | 90.8% | |||||||||||||||||||||||||||
|
542
|
San Antonio, TX |
Westover Marketplace
State Highway 151 at Loop 410 |
78209 | SC | Fee (3 | ) | 2005 | 1 | * | 20% | 218,257 | $ | 2,524,535 | $ | 15.29 | 73.7% | PetSmart (2016), Office Depot (2016), Ross Dress For Less (2016), Target (Not Owned), Lowe’s (Not Owned) | |||||||||||||||||||||||||
|
543
|
San Antonio, TX |
Terrell Plaza
1201 Austin Highway, Suite 139 |
78209 | SC | Fee (3 | ) | 1958/1986 | 2007 | 50% | 171,083 | $ | 943,476 | $ | 7.15 | 77.1% | Big Lots (2013) | ||||||||||||||||||||||||||
60
Table of Contents
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Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
| Utah | ||||||||||||||||||||||||||||||||||||||||||
|
544
|
Midvale, UT |
Family Center at Fort Union 50
900 East Fort Union Boulevard |
84047 | SC | Fee | 1973 | 100% | 647,491 | $ | 8,238,735 | $ | 13.96 | 91.2% | Babies “R” Us (2014), Office Max (2012), Smith’s Food & Drug (2024), F.Y.P. (2016), Bed Bath & Beyond (2014), Walmart (2015), Ross Dress For Less (2016), Michaels (2017) | ||||||||||||||||||||||||||||
|
545
|
Ogden, UT |
Family Center at Ogden
5-Points 21-129 Harrisville Road |
84404 | SC | Fee | 1977 | 1998 | 100% | 162,316 | $ | 839,895 | $ | 5.99 | 86.3% | Harmons (2012) | |||||||||||||||||||||||||||
|
546
|
Orem, UT |
Family Center at Orem
1300 South Street |
84058 | SC | Fee | 1991 | 1998 | 100% | 150,667 | $ | 1,307,217 | $ | 11.17 | 77.6% |
Babies “R” Us (2016),
F.Y.P. (2015), Jo-Ann Stores (2012), R.C. Willey (Not Owned), Toys “R” Us (Not Owned) |
|||||||||||||||||||||||||||
|
547
|
Riverdale, UT |
Family Center at Riverdale
1050 West Riverdale Road |
84405 | SC | Fee | 1995/2003 | 1998 | 100% | 593,398 | $ | 4,111,259 | $ | 7.72 | 88.1% | Office Max (2010), Gart Sports (2012), Sportsman’s Warehouse (2014), Target (2017), F.Y.P. (2010) | |||||||||||||||||||||||||||
|
548
|
Riverdale, UT |
Family Center at Riverdale
1050 West Riverdale Road |
84405 | SC | Fee | 2005 | 1 | * | 100% | 46,597 | $ | 476,421 | $ | 10.22 | 100% | Jo-Ann Stores (2015), Walmart Supercenter (Not Owned), Sam’s Club (Not Owned) | ||||||||||||||||||||||||||
|
549
|
Salt Lake City, UT |
The Family Place at 3300
South 3300 South Street |
84115 | SC | Fee | 1978 | 1998 | 100% | 34,209 | $ | 248,329 | $ | 9.17 | 79.2% | ||||||||||||||||||||||||||||
|
550
|
Taylorsville, UT |
Family Center at
Taylorsville 5600 South Redwood |
84123 | SC | Fee | 1982/2003 | 1998 | 100% | 697,630 | $ | 6,220,583 | $ | 10.73 | 82.3% |
Shopko (2014), Jo-Ann Stores (2015), Gart Sports (2017), 24 Hour
Fitness (2017), PetSmart (2018), Bed Bath & Beyond (2015),
Ross Dress For
Less (2014), F.Y.P. (2015), Harmons Superstore (Not Owned) |
|||||||||||||||||||||||||||
| Vermont | ||||||||||||||||||||||||||||||||||||||||||
|
551
|
Berlin, VT |
Berlin Mall
282 Berlin Mall Road, Unit #28 |
05602 | MM | Fee | 1986/1999 | 2 | 100% | 174,624 | $ | 1,500,254 | $ | 9.67 | 88.8% | Walmart (2014), J.C. Penney (2014) | |||||||||||||||||||||||||||
| Virginia | ||||||||||||||||||||||||||||||||||||||||||
|
552
|
Chester, VA |
Bermuda Square
12607-12649 Jefferson Davis |
23831 | SC | Fee | 1978 | 2003 | 100% | 114,589 | $ | 1,458,928 | $ | 13.39 | 91.3% | Ukrop’s (2013) | |||||||||||||||||||||||||||
61
Table of Contents
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Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
553
|
Glen Allen, VA |
Creeks at Virginia Center
9830-9992 Brook Road |
23059 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 266,308 | $ | 2,820,351 | $ | 12.37 | 85.6% | Barnes & Noble (2011), Bed Bath & Beyond (2012), Michaels (2011), Dick’s Sporting Goods (2017) | ||||||||||||||||||||||||||
|
554
|
Lynchburg, VA |
Candlers Station
3700 Candlers Mountain Road |
24502 | SC | Fee | 1990 | 2003 | 100% | 270,765 | $ | 1,957,157 | $ | 9.00 | 80.2% | Cinemark (2015), Staples (2013), T.J. Maxx (2011), Ollie’s Bargain Outlet (2014) | |||||||||||||||||||||||||||
|
555
|
Lynchburg, VA |
Ward’s Crossing
Wards Road & Wards Ferry Road |
24502 | SC | Fee (3 | ) | 2001 | 2007 | 15% | 80,937 | $ | 1,163,346 | $ | 14.94 | 96.2% | Bed Bath & Beyond (2013), Michaels (2011), Target (Not Owned), Best Buy (Not Owned), PetSmart (Not Owned), Barnes & Noble (Not Owned) | ||||||||||||||||||||||||||
|
556
|
Martinsville, VA |
Liberty Fair Mall
240 Commonwealth Boulevard |
24112 | MM | Fee (3 | ) | 1989/1997 | 1/2 | * | 50% | 434,417 | $ | 2,471,417 | $ | 6.89 | 80.9% | Belk (2012), J.C. Penney (2014), Sears (2014), Office Max (2012), Kroger (2017) | |||||||||||||||||||||||||
|
557
|
Midlothian, VA |
Chesterfield Crossings
Highway 360 & Warbro Road |
23112 | SC | Fee (3 | ) | 2000 | 2007 | 15% | 79,802 | $ | 1,128,297 | $ | 14.17 | 87.6% |
Ben Franklin Crafts
(2015), Walmart Supercenter (Not Owned) |
||||||||||||||||||||||||||
|
558
|
Midlothian, VA |
Commonwealth Center
4600-5000 Commonwealth Center Parkway |
23112 | SC | Fee (3 | ) | 2002 | 2007 | 15% | 165,413 | $ | 2,178,591 | $ | 13.67 | 96.4% |
Stein Mart (2011), Michaels (2011), Barnes
& Noble (2012) |
||||||||||||||||||||||||||
|
559
|
Newport News, VA |
Denbigh Village
Warwick Boulevard & Denbigh Boulevard |
23608 | SC | Fee | 1998/2006 | 2007 | 100% | 324,450 | $ | 2,366,768 | $ | 8.00 | 84.2% | Burlington Coat Factory (2013), World Fresh Market (2017) | |||||||||||||||||||||||||||
|
560
|
Newport News, VA |
Jefferson Plaza
121 Jefferson Avenue |
23602 | SC | Fee (3 | ) | 1999 | 2007 | 15% | 47,341 | $ | 792,687 | $ | 16.74 | 100% | Fresh Market (2019), Costco (Not Owned) | ||||||||||||||||||||||||||
|
561
|
Richmond, VA |
Downtown Short Pump
11500-900 West Broad Street |
23233 | SC | Fee | 2000 | 2007 | 100% | 126,055 | $ | 2,519,759 | $ | 21.46 | 93.1% | Barnes & Noble (2011), Regal Cinemas (2021) | |||||||||||||||||||||||||||
|
562
|
Springfield, VA |
Loisdale Center
6646 Loisdale Road |
22150 | SC | Fee | 1999 | 2007 | 100% | 120,742 | $ | 2,181,922 | $ | 20.29 | 100% | Barnes & Noble (2015), DSW Shoe Warehouse (2015), Bed Bath & Beyond (2015) | |||||||||||||||||||||||||||
|
563
|
Springfield, VA |
Spring Mall Center
6717 Spring Mall Road |
22150 | SC | Fee | 1995/2001 | 2007 | 100% | 56,511 | $ | 998,611 | $ | 17.67 | 100% | Michaels (2010) | |||||||||||||||||||||||||||
|
564
|
Sterling, VA |
Park Place at
Cascades Marketplace NEC of Cascades Parkway & Route 7 |
20165 | SC | Fee | 1998 | 2007 | 100% | 101,606 | $ | 1,496,515 | $ | 14.99 | 98.2% | Staples (2013), Sports Authority (2016) | |||||||||||||||||||||||||||
62
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||
|
Shopping Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||
|
Company-
|
Average
|
|||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Base
|
|||||||||||||||||||||||||||||||||||||||||
|
Type of
|
Ownership
|
Year
|
DDR
|
Gross
|
Total
|
Rent
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Property
|
Interest
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
(per SF)
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||||
| Location | Center/Property | Code | (1) | (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (2) | Leased | Expiration) | ||||||||||||||||||||||||||||||
|
565
|
Virginia Beach, VA |
Kroger Plaza
1800 Republic Drive |
23454 | SC | Fee (3 | ) | 1997 | 2007 | 20% | 63,324 | $ | 241,688 | $ | 3.82 | 100% | Kroger (2020) | ||||||||||||||||||||||||||
|
566
|
Waynesboro, VA |
Waynesboro Commons
109 Lee Dewitt Boulevard |
22980 | SC | Fee (3 | ) | 1993 | 2007 | 20% | 52,415 | $ | 454,920 | $ | 8.68 | 100% | Kroger (2018) | ||||||||||||||||||||||||||
|
567
|
Winchester, VA |
Apple Blossom Corners
2190 South Pleasant Valley |
22601 | SC | Fee (3 | ) | 1990/1997 | 2 | 20% | 240,560 | $ | 2,482,174 | $ | 10.31 | 98.5% | Martin’s Food Store (2040), Kohl’s (2018), Office Max (2012), Books-A-Million (2013) | ||||||||||||||||||||||||||
|
568
|
Wytheville, VA |
Wytheville Commons
215-295 Commonwealth Drive |
24382 | SC | Fee (3 | ) | 2004 | 2007 | 15% | 90,239 | $ | 868,538 | $ | 13.31 | 72.3% | Lowe’s (Not Owned), Walmart Supercenter (Not Owned) | ||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||||||||||||||||||
|
569
|
Kirkland, WA |
Totem Lake Malls
Totem Lakes Boulevard |
98034 | SC | Fee (3 | ) | 1999/2004 | 2004 | 20% | 253,867 | $ | 2,265,719 | $ | 16.93 | 53.1% | Guitar Center (2012), Ross Dress For Less (2015) | ||||||||||||||||||||||||||
|
570
|
Olympia, WA |
2815 Capital Mall Drive
Southwest |
98502 | SC | Fee | 1998 | 2007 | 100% | 35,776 | $ | 0 | $ | 0.00 | 0% | ||||||||||||||||||||||||||||
| West Virginia | ||||||||||||||||||||||||||||||||||||||||||
|
571
|
Barboursville, WV |
Barboursville Center
5-13 Mall Road |
25504 | SC | GL | 1985 | 1998 | 100% | 70,900 | $ | 184,950 | $ | 4.19 | 62.3% |
Discount Emporium
(2016), Hobby Lobby (Not Owned) |
|||||||||||||||||||||||||||
|
572
|
Morgantown, WV |
Glenmark Center
Interstate 68 and Pierpont Road |
26508 | SC | Fee | 1999/2000 | 2007 | 100% | 111,278 | $ | 1,257,925 | $ | 10.22 | 100% | Shop ’N Save (2014), Michaels (2011) | |||||||||||||||||||||||||||
|
573
|
Weirton, WV |
Rite Aid
1360 Cove Road |
26062 | SC | Fee | 2000 | 2007 | 100% | 10,908 | $ | 221,870 | $ | 20.34 | 100% | ||||||||||||||||||||||||||||
| Wisconsin | ||||||||||||||||||||||||||||||||||||||||||
|
574
|
Milwaukee, WI |
Point Loomis
South 27th Street |
53221 | SC | Fee | 1962 | 2003 | 100% | 160,533 | $ | 707,569 | $ | 4.41 | 100% | Kohl’s (2012), Pick ’N Save (2012) | |||||||||||||||||||||||||||
|
575
|
Racine, WI |
Village Center Outlot
Washington Avenue Village Center Drive |
53406 | SC | Fee (3 | ) | 2003 | 2007 | 20% | 227,887 | $ | 2,397,336 | $ | 10.72 | 98.1% | Jewel (2022), Kohl’s (2023) | ||||||||||||||||||||||||||
|
576
|
West Allis, WI |
West Allis Center
West Cleveland Avenue & South 108 |
53214 | SC | Fee | 1968 | 2003 | 100% | 246,081 | $ | 1,492,671 | $ | 5.76 | 100% | Kohl’s (2018), Marshalls Mega Store (2014), Pick ’N Save (2013) | |||||||||||||||||||||||||||
| 1* | Property developed by the Company. | |
| 2* | Original IPO Property. | |
| (1) | “SC” indicates a power center or a community shopping center, “LC” indicates a lifestyle center, “MM” indicates an enclosed Mall, and “MV” indicates a site formerly occupied by Mervyns. | |
| (2) | Calculated as total annualized base rentals divided by Company-owned GLA actually leased as of December 31, 2009. | |
| (3) | One of the two hundred seventy-four (274) properties owned through unconsolidated joint ventures, which serve as collateral for joint venture mortgage debt aggregating approximately $4.5 billion (of which the Company’s proportionate share is $917.0 million) as of December 31, 2009, and which is not reflected in the consolidated indebtedness. |
63
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|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||
|
Service Merchandise Joint Venture Property List at
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||
|
Company-
|
||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Average
|
|||||||||||||||||||||||||||||||||||||||
|
Year
|
DDR
|
Gross
|
Total
|
Base
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Type of
|
Ownership
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
Rent
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||
| Location | Center/Property | Code | Property (1) | Interest (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (Per SF) (2) | Leased | Expiration) | ||||||||||||||||||||||||||||
|
Alabama
|
||||||||||||||||||||||||||||||||||||||||
|
1 Huntsville, AL
|
930 A Old Monrovia Road | 35806 | SC | Fee | 1984 | 2002 | 20 | % | 54,200 | $ | 406,500 | $ | 7.50 | 100 | % | hhgregg(2014) | ||||||||||||||||||||||||
|
Arizona
|
||||||||||||||||||||||||||||||||||||||||
|
2 Mesa, AZ
|
6233 East Southern
Boulevard |
85206 | SC | Fee | 1991 | 2002 | 20 | % | 53,312 | $ | 802,013 | $ | 15.04 | 100 | % | Ashley Furniture Homestore (2013) | ||||||||||||||||||||||||
|
Connecticut
|
||||||||||||||||||||||||||||||||||||||||
|
3 Danbury, CT
|
67 Newton Road | 06810 | SC | Lease | 1978 | 2002 | 20 | % | 51,750 | $ | 555,677 | $ | 10.74 | 100 | % | Homegoods (2012), Namco Pool Supplies (2012) | ||||||||||||||||||||||||
|
4 Manchester, CT
|
1520 Pleasant Valley Road | 06040 | SC | GL | 1993 | 2002 | 20 | % | 49,905 | $ | 523,144 | $ | 10.48 | 100 | % | Michaels (2014), PetSmart (2014) | ||||||||||||||||||||||||
|
Delaware
|
||||||||||||||||||||||||||||||||||||||||
|
5 Dover, DE
|
1380 North Dupont Highway | 19901 | SC | Fee | 1992 | 2002 | 20 | % | 50,001 | $ | 352,047 | $ | 7.04 | 100 | % |
hhgregg (2019),
PetSmart (2011) |
||||||||||||||||||||||||
|
Florida
|
||||||||||||||||||||||||||||||||||||||||
|
6 Bradenton, FL
|
825 Cortez Road West | 34207 | SC | Lease | 1995 | 2002 | 20 | % | 53,638 | $ | 330,870 | $ | 6.17 | 100 | % | Bed Bath & Beyond (2018), Michaels (2014) | ||||||||||||||||||||||||
|
7 Jensen Beach, FL
|
3257 Northwest Federal Highway | 34957 | SC | GL | 1989 | 2002 | 20 | % | 50,000 | $ | 195,368 | $ | 7.31 | 53.5 | % | Office Depot (2011) | ||||||||||||||||||||||||
|
8 Ocala, FL
|
2405 Southwest 27th Avenue | 32671 | SC | Lease | 1981 | 2002 | 20 | % | 54,816 | $ | 314,140 | $ | 5.73 | 100 | % | Kimco Ocala 665 (2012), Beall’s Outlet (2012) | ||||||||||||||||||||||||
|
9 Orlando, FL
|
7175 West Colonial Drive | 32818 | SC | Fee | 1989 | 2005 | 20 | % | 51,550 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
|
10 Pensacola, FL
|
7303 Plantation Road | 32504 | SC | Fee | 1976 | 2004 | 20 | % | 64,053 | $ | 800,663 | $ | 12.50 | 100 | % | American Water Works (2015) | ||||||||||||||||||||||||
|
Illinois
|
||||||||||||||||||||||||||||||||||||||||
|
11 Burbank, IL
|
7600 South Lacrosse Avenue | 60459 | SC | Fee | 1984 | 2002 | 20 | % | 27,213 | $ | 162,000 | $ | 11.73 | 50.8 | % | |||||||||||||||||||||||||
|
12 Crystal Lake, IL
|
5561 Northwest Highway | 60014 | SC | Fee | 1989 | 2002 | 20 | % | 50,092 | $ | 335,300 | $ | 8.02 | 83.4 | % | Big Lots (2012) | ||||||||||||||||||||||||
|
13 Downers Grove, IL
|
1508 Butterfield Road | 60515 | SC | Lease | 1973 | 2002 | 20 | % | 35,943 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
|
14 Lansing, IL
|
16795 South Torrence Avenue | 60438 | SC | Fee | 1986 | 2002 | 20 | % | 51,177 | $ | 410,164 | $ | 8.64 | 92.7 | % | Pay/Half (2017) | ||||||||||||||||||||||||
|
Indiana
|
||||||||||||||||||||||||||||||||||||||||
|
15 Evansville, IN
|
300 North Green River Road | 47715 | SC | Lease | 1978 | 2002 | 20 | % | 60,000 | $ | 440,575 | $ | 9.44 | 77.8 | % | Bed Bath & Beyond (2014) | ||||||||||||||||||||||||
|
Kentucky
|
||||||||||||||||||||||||||||||||||||||||
|
16 Lexington, KY
|
1555 New Circle Road | 40509 | SC | Lease | 1978 | 2002 | 20 | % | 60,000 | $ | 397,683 | $ | 6.63 | 100 | % | Homegoods (2014), Tile Shop, The (2013) | ||||||||||||||||||||||||
64
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Developers Diversified Realty
Corporation
|
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|
Service Merchandise Joint Venture Property List at
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||
|
Company-
|
||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Average
|
|||||||||||||||||||||||||||||||||||||||
|
Year
|
DDR
|
Gross
|
Total
|
Base
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Type of
|
Ownership
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
Rent
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||
| Location | Center/Property | Code | Property (1) | Interest (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (Per SF) (2) | Leased | Expiration) | ||||||||||||||||||||||||||||
|
17 Louisville, KY
|
4601 Outer Loop Road | 40219 | SC | Fee | 1973 | 2002 | 20 | % | 49,410 | $ | 321,201 | $ | 6.50 | 100 | % | PetSmart (2018), A.J.Wright (2014) | ||||||||||||||||||||||||
|
18 Paducah, KY
|
5109 Hinkleville Road | 42001 | SC | Fee | 1984 | 2002 | 20 | % | 52,500 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
|
Louisiana
|
||||||||||||||||||||||||||||||||||||||||
|
19 Baton Rouge, LA
|
9501 Cortana Mall | 70815 | SC | Fee | 1997 | 2004 | 20 | % | 90,000 | $ | 148,900 | $ | 1.65 | 100 | % | Flor-Line Associates (2013) | ||||||||||||||||||||||||
|
20 Bossier City, LA
|
2950 East Texas Street | 71111 | SC | Fee | 1982 | 2003 | 20 | % | 58,500 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
|
21 Houma, LA
|
1636 Martin Luther King Boulevard | 70360 | SC | Fee | 1992 | 2002 | 20 | % | 49,721 | $ | 335,534 | $ | 8.39 | 80.4 | % | Best Buy (2015), Bed Bath & Beyond (2018) | ||||||||||||||||||||||||
|
Massachusetts
|
||||||||||||||||||||||||||||||||||||||||
|
22 Burlington, MA
|
34 Cambridge Street | 01803 | SC | Lease | 1978 | 2002 | 20 | % | 70,800 | $ | 1,018,666 | $ | 14.39 | 100 | % | E & A Northeast (2014), Off Broadway Shoes (2014) | ||||||||||||||||||||||||
|
23 Swansea, MA
|
58 Swansea Mall Drive | 02777 | SC | GL | 1985 | 2002 | 20 | % | 49,980 | $ | 307,380 | $ | 6.15 | 100 | % | PriceRite Supermarket (2016) | ||||||||||||||||||||||||
|
Michigan
|
||||||||||||||||||||||||||||||||||||||||
|
24 Westland, MI
|
7638 Nankin Road | 48185 | SC | Fee | 1980 | 2002 | 20 | % | 50,000 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
|
Mississippi
|
||||||||||||||||||||||||||||||||||||||||
|
25 Hattiesburg, MS
|
1000 Turtle Creek Drive | 39402 | SC | Fee | 1995 | 2002 | 20 | % | 50,809 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
|
Nevada
|
||||||||||||||||||||||||||||||||||||||||
|
26 Las Vegas, NV
|
4701 Faircenter Parkway | 89102 | SC | Lease | 1990 | 2004 | 20 | % | 24,975 | $ | 174,825 | $ | 7.00 | 100 | % | Michaels (2011) | ||||||||||||||||||||||||
|
New Hampshire
|
||||||||||||||||||||||||||||||||||||||||
|
27 Salem, NH
|
271 South Broadway | 03079 | SC | Lease | 1985 | 2003 | 20 | % | 50,110 | $ | 604,779 | $ | 12.07 | 100 | % | Bed Bath & Beyond (2011), A.C. Moore (2016) | ||||||||||||||||||||||||
|
New Jersey
|
||||||||||||||||||||||||||||||||||||||||
|
28 Paramus, NJ
|
651 Route 17 East | 06117 | SC | Lease | 1978 | 2003 | 20 | % | 54,850 | $ | 958,740 | $ | 19.52 | 89.6 | % | Homegoods (2013) | ||||||||||||||||||||||||
|
29 Wayne, NJ
|
Route 23 West Belt Plaza | 07470 | SC | Lease | 1978 | 2002 | 20 | % | 49,157 | $ | 797,714 | $ | 16.23 | 100 | % | Homegoods (2015), PetSmart (2015) | ||||||||||||||||||||||||
|
New York
|
||||||||||||||||||||||||||||||||||||||||
|
30 Middletown, NY
|
88-25 Dunning Road | 10940 | SC | Lease | 1989 | 2002 | 20 | % | 50,144 | $ | 430,608 | $ | 8.59 | 100 | % | Homegoods (2015), PetSmart (2010) | ||||||||||||||||||||||||
|
North Carolina
|
||||||||||||||||||||||||||||||||||||||||
|
31 Raleigh, NC
|
U.S. 17 Millbrook | 27604 | SC | Fee | 1994 | 2002 | 20 | % | 50,000 | $ | 470,589 | $ | 9.41 | 100 | % | A.C. Moore (2010), K & G Menswear (2014) | ||||||||||||||||||||||||
|
Oklahoma
|
||||||||||||||||||||||||||||||||||||||||
|
32 Warr Acres, OK
|
5537 Northwest Expressway | 73132 | SC | Fee | 1985 | 2002 | 20 | % | 50,000 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
65
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Developers Diversified Realty
Corporation
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|
Service Merchandise Joint Venture Property List at
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||
|
Company-
|
||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Average
|
|||||||||||||||||||||||||||||||||||||||
|
Year
|
DDR
|
Gross
|
Total
|
Base
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Type of
|
Ownership
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
Rent
|
Percent
|
Anchor Tenants (Lease
|
||||||||||||||||||||||||||||||
| Location | Center/Property | Code | Property (1) | Interest (3) | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (Per SF) (2) | Leased | Expiration) | ||||||||||||||||||||||||||||
|
South Carolina
|
||||||||||||||||||||||||||||||||||||||||
|
33 N. Charleston, SC
|
7400 Rivers Avenue | 29418 | SC | Fee | 1989 | 2002 | 20 | % | 50,000 | $ | 333,612 | $ | 6.67 | 100 | % | Dollar Tree (2013) | ||||||||||||||||||||||||
|
Tennessee
|
||||||||||||||||||||||||||||||||||||||||
|
34 Antioch, TN
|
5301 Hickory Hollow Parkway | 37013 | SC | Fee | 1984 | 2002 | 20 | % | 59,319 | $ | 566,927 | $ | 9.56 | 100 | % | Office Depot (2010), Bed Bath & Beyond (2018) | ||||||||||||||||||||||||
|
35 Franklin, TN
|
1735 Galleria Boulevard | 37064 | SC | Fee | 1992 | 2002 | 20 | % | 60,000 | $ | 736,010 | $ | 12.27 | 100 | % | hhgregg(2010), Whole Foods Market (2014) | ||||||||||||||||||||||||
|
36 Knoxville, TN
|
9333 Kingston Pike | 37922 | SC | Fee | 1986 | 2002 | 20 | % | 50,092 | $ | 262,983 | $ | 5.25 | 100 | % | Hobby Lobby (2010) | ||||||||||||||||||||||||
|
Texas
|
||||||||||||||||||||||||||||||||||||||||
|
37 Baytown, TX
|
6731 Garth Road | 77521 | SC | Fee | 1981 | 2002 | 20 | % | 52,288 | $ | 0 | $ | 0.00 | 0 | % | |||||||||||||||||||||||||
|
38 Longview, TX
|
3520 McCann Road | 75605 | SC | Fee | 1978 | 2004 | 20 | % | 40,524 | $ | 324,192 | $ | 8.00 | 100 | % | Stage (2015) | ||||||||||||||||||||||||
|
39 Mcallen, TX
|
6600 U.S. Expressway 83 | 78503 | SC | Fee | 1993 | 2002 | 20 | % | 63,445 | $ | 530,664 | $ | 8.36 | 100 | % | Michaels (2012), Bed Bath & Beyond (2018) | ||||||||||||||||||||||||
|
40 Richardson, TX
|
1300 East Beltline | 75081 | SC | Fee | 1978 | 2002 | 20 | % | 62,463 | $ | 487,400 | $ | 7.80 | 100 | % | Staples (2011), Conn’s Appliance (2014) | ||||||||||||||||||||||||
|
41 Sugar Land, TX
|
15235 South West Freeway | 77478 | SC | GL | 1992 | 2002 | 20 | % | 50,000 | $ | 350,000 | $ | 7.00 | 100 | % | Conn’s Appliance (2018) | ||||||||||||||||||||||||
|
Virginia
|
||||||||||||||||||||||||||||||||||||||||
|
42 Chesapeake, VA
|
4300 Portsmouth Boulevard | 23321 | SC | GL | 1990 | 2002 | 20 | % | 50,062 | $ | 407,783 | $ | 8.15 | 100 | % | PetSmart (2016), Michaels (2011) | ||||||||||||||||||||||||
| (1) | SC indicates a power center or a community shopping center. | |
| (2) | Calculated as total annualized base rentals divided by Company-owned GLA actually leased as of December 31, 2009. | |
| (3) | See footnote 3 of the Shopping Center Property List on page (63) describing indebtedness. |
66
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|
Developers Diversified Realty
Corporation
|
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|
Business Center Property List at December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||
|
Company-
|
||||||||||||||||||||||||||||||||||||||||
|
Owned
|
Average
|
|||||||||||||||||||||||||||||||||||||||
|
Year
|
DDR
|
Gross
|
Total
|
Base
|
||||||||||||||||||||||||||||||||||||
|
Zip
|
Type of
|
Ownership
|
Developed/
|
Year
|
Ownership
|
Leasable
|
Annualized
|
Rent
|
Percent
|
|||||||||||||||||||||||||||||||
| Location | Center/Property | Code | Property (1) | Interest | Redeveloped | Acquired | Interest | Area (SF) | Base Rent | (Per SF) (2) | Leased | |||||||||||||||||||||||||||||
| Maryland | ||||||||||||||||||||||||||||||||||||||||
| 1 | Silver Springs, MD(I) |
Tech Center 29(I)
2120-2162 Tech Road |
20904 | IND | Fee | 1970 | 2001 | 100% | 175,410 | $ | 1,567,103 | $ | 9.66 | 79.3% | ||||||||||||||||||||||||||
| 2 | Silver Springs, MD(II) |
Tech Center 29 (II)
2180 Industrial Parkway |
20904 | IND | Fee | 1991 | 2001 | 100% | 58,280 | $ | 254,464 | $ | 14.29 | 17.9% | ||||||||||||||||||||||||||
| 3 | Silver Springs, MD(III) |
Tech Center 29 (III)
12200 Tech Road |
20904 | OFF | Fee | 1988 | 2001 | 100% | 55,422 | $ | 1,257,275 | $ | 24.40 | 42.5% | ||||||||||||||||||||||||||
| Ohio | ||||||||||||||||||||||||||||||||||||||||
| 4 | Twinsburg, OH |
Heritage Business I
9177 Dutton Drive |
44087 | IND | Fee | 1990 | 2 | * | 100% | 35,866 | $ | 98,297 | $ | 8.43 | 32.5% | |||||||||||||||||||||||||
| Pennsylvania | ||||||||||||||||||||||||||||||||||||||||
| 5 | Erie, PA |
West 38Th Street Plaza
2301 West 38th Street |
16506 | IND | Fee | 1973 | 2 | * | 100% | 96,000 | $ | 328,650 | $ | 6.02 | 56.9% | |||||||||||||||||||||||||
| Utah | ||||||||||||||||||||||||||||||||||||||||
| 6 | Salt Lake City, UT |
The Hermes Building
455 East 500 South Street |
84111 | IND | Fee | 1985 | 1998 | 100% | 53,476 | $ | 674,400 | $ | 16.59 | 76.0% | ||||||||||||||||||||||||||
| 2* | Original IPO Property transferred to American Industrial Properties (“AIP”) in 1998 and reacquired in 2001 through AIP merger. | |
| (1) | These properties are classified as the Company’s business center segment. “OFF” indicates office property and “IND” indicates industrial property. | |
| (2) | Calculated as total annualized base rental divided by Company-owned GLA actually leased as of December 31, 2009. |
67
Table of Contents
| Item 3. | LEGAL PROCEEDINGS |
Other than routine litigation and administrative proceedings
arising in the ordinary course of business, the Company is not
currently involved in any litigation nor, to its knowledge, is
any litigation threatened against the Company or its properties
that is reasonably likely to have a material adverse effect on
the liquidity or results of operations of the Company.
The Company is a party to various joint ventures with Coventry
Real Estate Fund II L.L.C. through which 11 existing or
proposed retail properties, along with a portfolio of former
Service Merchandise locations, were acquired at various times
from 2003 through 2006. The properties were acquired by the
joint ventures as value-add investments, with major renovation
and/or
ground-up
development contemplated for many of the properties. The Company
is generally responsible for
day-to-day
management of the retail properties. On November 4, 2009,
Coventry Real Estate Advisors L.L.C., Coventry Real Estate
Fund II L.L.C. and Coventry Fund II Parallel Fund,
L.L.C. (collectively, “Coventry”) filed suit against
the Company and certain of its affiliates and officers in the
Supreme Court of the State of New York, County of New York. The
complaint alleges that the Company: (i) breached
contractual obligations under a co-investment agreement and
various joint venture limited liability company agreements,
project development agreements and management and leasing
agreements, (ii) breached its fiduciary duties as a member
of various limited liability companies, (iii) fraudulently
induced the plaintiffs to enter into certain agreements, and
(iv) made certain material misrepresentations. The
complaint also requests that a general release made by Coventry
in favor of the Company in connection with one of the joint
venture properties should be voided on the grounds of economic
duress. The complaint seeks compensatory and consequential
damages in an amount not less than $500 million as well as
punitive damages. In response, the Company filed a motion to
dismiss the complaint or, in the alternative, to sever the
plaintiffs’ claims. The court has not yet ruled on the
Company’s motion.
The Company believes that the allegations in the lawsuit are
without merit and that it has strong defenses against this
lawsuit. The Company will vigorously defend itself against the
allegations contained in the complaint. This lawsuit is subject
to the uncertainties inherent in the litigation process and,
therefore, no assurance can be given as to its ultimate outcome.
However, based on the information presently available to the
Company, the Company does not expect that the ultimate
resolution of this lawsuit will have a material adverse effect
on the Company’s financial condition, results of operations
or cash flows.
On November 18, 2009, the Company filed a complaint in the
Court of Common Pleas, Cuyahoga County, Ohio, seeking, among
other things, a temporary restraining order enjoining Coventry
from terminating “for cause” the management agreements
between the Company and the various joint ventures, since the
Company believes that requisite conduct in a
“for-cause” termination (i.e., fraud or willful
misconduct committed by an executive of the Company at the level
of at least senior vice president) did not occur. The court
heard testimony in support of the Company’s motion (and
Coventry’s opposition) and on December 4, 2009 issued
a ruling in the Company’s favor. Specifically, the court
issued a temporary restraining order enjoining Coventry from
terminating the Company as property manager “for
cause.” The court found that the Company was likely to
succeed on the merits, that immediate and irreparable injury,
loss or damage would result to the Company in the absence of
such restraint, and that the balance of equities favored
injunctive relief in the Company’s favor. A trial on the
Company’s request for a permanent injunction currently is
scheduled for April 6, 2010. Due to the inherent
uncertainties of the litigation process, no assurance can be
given as to the ultimate outcome of this action.
68
Table of Contents
| Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
EXECUTIVE
OFFICERS
(a) The executive officers of the Company are as follows:
|
Name
|
Age
|
Position and Office With the Company
|
||||
|
Scott A. Wolstein
|
57 | Executive Chairman of the Board | ||||
|
Daniel B. Hurwitz
|
45 | President and Chief Executive Officer | ||||
|
David J. Oakes
|
31 | Senior Executive Vice President and Chief Financial Officer | ||||
|
Paul Freddo
|
54 | Senior Executive Vice President of Leasing and Development | ||||
|
Joan U. Allgood
|
57 | Executive Vice President — Corporate Transactions and Governance | ||||
|
Richard E. Brown
|
58 | Executive Vice President — International | ||||
|
John S. Kokinchak
|
50 | Executive Vice President of Property Management | ||||
|
Robin R. Walker-Gibbons
|
53 | Executive Vice President of Leasing | ||||
|
Christa A. Vesy
|
39 | Senior Vice President and Chief Accounting Officer | ||||
Scott A. Wolstein was appointed Executive Chairman of the Board
in January 2010. Prior to January 2010, he served as the Chief
Executive Officer and a Director of the Company since its
organization in 1992. Mr. Wolstein was Chairman of the
Board of Directors of the Company from May 1997 to December
2009. Prior to the organization of the Company,
Mr. Wolstein was a principal and an executive officer of
Developers Diversified Group (“DDG”), the
Company’s predecessor. Mr. Wolstein graduated cum
laude from both the Wharton School at the University of
Pennsylvania and the University of Michigan Law School.
Following law school, Mr. Wolstein was associated with the
law firm of Thompson, Hine & Flory. Mr. Wolstein
is currently a member of the Board of Governors and Executive
Committee of the National Association of Real Estate Investment
Trusts (“NAREIT”); Board of Directors of the Real
Estate Roundtable; a director of Macquarie DDR Trust (ASX:MDT),
Board of Trustees of Hathaway Brown School; Board of Trustees
for Case Western Reserve University; Board of Directors for
United Way of Greater Cleveland; Board Member of the
Greater Cleveland Partnership; Board Member of the Cleveland
Development Advisors; and member of the Executive Committee and
Board of Trustees of the Samuel Zell and Robert Lurie Real
Estate Center at The Wharton School, University of Pennsylvania.
He is also a current member of the Urban Land Institute
(“ULI”), Pension Real Estate Association, and the
World Presidents’ Organization. He has also served as
Chairman of the State of Israel Bonds — Ohio Chapter;
a Trustee of the International Council of Shopping Centers
(“ICSC”); a member of the Board of Directors of
University Hospitals Health Systems; President of the Board of
Trustees of the United Cerebral Palsy Association of Greater
Cleveland; Board of Directors and Executive Committee Member of
the Cleveland Chapter of the Red Cross; Board Member of the
Cleveland Chapter of the Anti Defamation League and a member of
the Board of the Great Lakes Theater Festival, The Park
Synagogue and the Convention & Visitors Bureau of
Greater Cleveland. Mr. Wolstein is a four-time recipient of
the Realty Stock Review’s Outstanding CEO Award. In 2007,
he received the Malden Mills Corporate Kindness Award from
Project Love.
Daniel B. Hurwitz was appointed President and Chief Executive
Officer of the Company in January 2010. Mr. Hurwitz served
as the President and Chief Operating Officer of the Company from
May 2007 to January 2010, as Senior Executive Vice President and
Chief Investment Officer from May 2005 to May 2007 and as
Executive Vice President of the Company from June 1999 to April
2005. He was a member of the Company’s Board of Directors
from May 2002 to May 2004. Prior to joining the Company,
Mr. Hurwitz served as Senior Vice President and Director of
Real Estate and Corporate Development for Boscov’s
Department Stores, Inc. Prior to Boscov’s, Mr. Hurwitz
served as Development Director for the Shopco Group, a New York
City-based developer and acquirer of regional and super regional
shopping malls. Mr. Hurwitz is a graduate of Colgate
University and the Wharton
69
Table of Contents
School of Business Executive Management Program at the
University of Pennsylvania. Mr. Hurwitz is a member of the
Board of Trustees of U-Store-It Trust (NYSE: YSI), where he
serves on the audit committee and as chair of the executive
compensation committee; a director of Macquarie DDR Trust
(ASX:MDT); a member of the Developers Diversified/Sonae Sierra
Brasil advisory committee that oversees all of the
Company’s joint venture activities in Brazil; a member of
ICSC, a member of the ICSC Board of Trustees, co-chair of
ICSC’s open-air centers committee and a member of the ICSC
Political Action Committee. He is also a member of ULI and
serves as Vice Chairman of the CRC Blue Council. In addition,
Mr. Hurwitz is a member of The Samuel Zell and Robert Lurie
Real Estate Center at The Wharton School, University of
Pennsylvania, where he serves in the Career Mentor Program.
Additionally, Mr. Hurwitz is a member of the Colgate
University Board of Trustees; a member of the Board of Trustees
of Hawken School; and a member of the Leadership Board for the
Neurological Institute at the Cleveland Clinic. He also
previously served as a member of the Board of Regents for the
University System of Ohio and the Board of Directors of the
Colgate University Alumni Corporation, Colgate University Maroon
Council, Boscov’s Department Store, Inc., The Network,
Applewood Centers and the Cleveland Children’s Museum.
David J. Oakes was appointed Senior Executive Vice President and
Chief Financial Officer of the Company in February 2010.
Mr. Oakes served as Senior Executive Vice President of
Finance and Chief Investment Officer from December 2008 to
February 2010 and as Executive Vice President of Finance and
Chief Investment Officer from April 2007 to December 2008. Prior
to joining the Company, Mr. Oakes served as Senior Vice
President and portfolio manager at Cohen & Steers
Capital Management from April 2002 through March 2007.
Previously, he worked as a research analyst in global investment
research at Goldman Sachs, where he covered U.S. REITs from
June 1999 through April 2002. Mr. Oakes earned his
bachelor’s degree at Washington University of
St. Louis and is a Chartered Financial Analyst. He is a
member of ICSC and NAREIT.
Paul Freddo was appointed Senior Executive Vice President of
Leasing and Development in December 2008. Mr. Freddo joined
the Company in August 2008 and served as Senior Vice President
of Development-Western Region from August 2008 to December 2008.
Prior to joining the Company, Mr. Freddo served as Vice
President and Director of Real Estate for JCPenney from January
2004 through August 2008. Mr. Freddo earned his
bachelor’s degree at Adelphi University. He is a member of
the Board of Trustees of ICSC, a former trustee for the Plano
Economic Development Board and a member of the Board of
Directors of The Network.
Joan U. Allgood was appointed Executive Vice
President — Corporate Transactions and Governance of
the Company in October 2005. Mrs. Allgood also serves as
Corporate Secretary. Mrs. Allgood was the Senior Vice
President — Corporate Affairs and Governance from 2002
to October 2005, the Company’s Senior Vice President and
General Counsel from May 1999 to 2002, the Company’s Vice
President and General Counsel from 1992, when the Company was
organized as a public company, until May 1999, and General
Counsel of its predecessor entities from 1987 to 1992.
Mrs. Allgood is a member of ICSC, the American College of
Real Estate Lawyers and the American, Ohio and Cleveland bar
associations. She received her B.A. from Denison University and
her J.D. from Case Western Reserve University School of Law.
Mrs. Allgood serves on the Board of the YWCA, Cleveland
Chapter and the Cleveland Food Bank.
Richard E. Brown was appointed Executive Vice
President — International in October 2006.
Mr. Brown was the Executive Vice President of Real Estate
Operations from September 2005 to October 2006, the Senior Vice
President of Real Estate Operations from March 2002 to October
2005, the Senior Vice President of Asset Management and
Operations from February 2001 to March 2002 and Vice President
of Asset Management and Operations from January 2000 to February
2001. Prior to joining the Company in 1996, Mr. Brown was
Vice President of Asset Management of PREIT, located in
Philadelphia, Pennsylvania, and Vice President of Retail Asset
Management of the Balcor Company in Chicago, Illinois.
Mr. Brown is a Canadian chartered accountant and received
his Bachelor of Commerce from Carleton University in Ottawa,
Canada. Mr. Brown is a member of ICSC.
John Kokinchak was appointed Executive Vice President of
Property Management of the Company in March 2008.
Mr. Kokinchak was the Senior Vice President of Property
Management from March 2006 to March 2008 and Vice President of
Property Management, Special Centers from March 2006 to August
2004. Prior to joining the Company in August 2004,
Mr. Kokinchak served as Vice President of Property
Management from Prism Asset Management Company from June 2001 to
August 2004. Mr. Kokinchak is a member of ICSC’s
management and marketing conference planning committee, as well
as the certified leasing specialist test committee and the
certified
70
Table of Contents
shopping center manager committee. During 2008 and 2009, he
served as the Dean for the ICSC University of Shopping
Centers-School of Open Air Centers. Mr. Kokinchak serves on
the advisory board of Specialty Retail Report, an industry
publication.
Robin Walker-Gibbons was appointed Executive Vice President of
Leasing of the Company in October 2005. Ms. Walker-Gibbons
was the Senior Vice President of Leasing for the Southeast
Region from March 2005 to October 2005, Vice President of
Leasing from November 1995 to March 2005 and a Leasing Manager
from April 1995 to November 1995. Prior to joining the Company,
Ms. Walker-Gibbons was President of Aroco, Inc., a retail
brokerage and tenant representation firm based in Alabama.
Ms. Walker-Gibbons is a graduate of the University of
Alabama and is a member of ICSC.
Christa A. Vesy was appointed Senior Vice President and Chief
Accounting Officer of the Company in November 2006. From
September 2004 to November 2006, Mrs. Vesy worked for The
Lubrizol Corporation, where she served as manager of External
Financial Reporting and then as Controller for the lubricant
additives business segment. Prior to joining Lubrizol, from 1993
to September 2004, Mrs. Vesy held various positions with
the Assurance and Business Advisory Services group of
PricewaterhouseCoopers LLP, a registered public accounting firm,
including Senior Manager from 1999 to September 2004.
Mrs. Vesy graduated with a bachelor of science degree in
business administration from Miami University in Oxford, Ohio.
Mrs. Vesy is a certified public accountant and member of
the American Institute of Certified Public Accountants. She also
serves on the Board of Trustees of the Boys & Girls
Clubs of Cleveland.
71
Table of Contents
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
The high and low sale prices per share of the Company’s
common shares, as reported on the New York Stock Exchange (the
“NYSE”) composite tape, and declared dividends per
share for the quarterly periods indicated were as follows:
| High | Low | Dividends | ||||||||||
|
2009:
|
||||||||||||
|
First
|
$ | 8.38 | $ | 1.38 | $ | 0.20 | ||||||
|
Second
|
5.81 | 1.99 | 0.20 | |||||||||
|
Third
|
10.47 | 4.09 | 0.02 | |||||||||
|
Fourth
|
10.66 | 7.71 | 0.02 | |||||||||
|
2008:
|
||||||||||||
|
First
|
$ | 44.31 | $ | 32.20 | $ | 0.69 | ||||||
|
Second
|
45.66 | 34.44 | 0.69 | |||||||||
|
Third
|
38.76 | 27.60 | 0.69 | |||||||||
|
Fourth
|
31.50 | 2.40 | — | |||||||||
As of February 12, 2010, there were 9,312 record holders
and approximately 39,000 beneficial owners of the Company’s
common shares.
The Company’s Board of Directors approved a 2010 dividend
policy that will maximize the Company’s retained capital
while still adhering to REIT payout requirements. It is expected
that this payout policy will result in a 2010 annual dividend
near the minimum distribution required to maintain REIT status,
which will be determined on a quarterly basis by the Board of
Directors. The additional retained capital is expected to be
applied primarily to reduce leverage.
The Company intends to continue to declare quarterly dividends
on its common shares. However, no assurances can be made as to
the amounts of future dividends. In addition, the decision to
declare and pay dividends on the Company’s common shares in
2010, as well as the timing, amount and composition of any such
future dividends, will be at the discretion of the
Company’s Board of Directors and will be subject to the
Company’s cash flow from operations, earnings, financial
condition, capital requirements and such other factors as the
Board of Directors considers relevant. The Company is required
by the Code, to distribute at least 90% of its REIT taxable
income. The amount of cash available for dividends is impacted
by capital expenditures and debt service requirements to the
extent that the Company were to fund such items out of cash flow
from operations. While the statement concerning the 2010
dividends reflects the Company’s current expectations, the
actual dividends paid will be declared by the Company’s
Board of Directors based upon the circumstances at the time of
declaration, and the actual dividends payable may vary from such
expected amounts.
A recent Internal Revenue Service revenue procedure allows the
Company to satisfy 2010 REIT distribution requirements by
distributing up to 90% of the aggregate dividends with the
Company’s common shares in lieu of cash. The Company paid a
portion of the 2009 common share dividends through the issuance
of the Company’s common shares. The Company does not
currently intend to distribute common shares as payment for any
dividends that may be declared in 2010.
The Company has a dividend reinvestment plan under which
shareholders may elect to reinvest their dividends automatically
in common shares. Under the plan, the Company may, from time to
time, elect to purchase common shares in the open market on
behalf of participating shareholders or may issue new common
shares to such shareholders.
72
Table of Contents
ISSUER
PURCHASES OF EQUITY SECURITIES
|
(c)
|
||||||||||||||||
|
Total
|
(d)
|
|||||||||||||||
|
Number
|
Maximum Number
|
|||||||||||||||
|
(a)
|
of Shares
|
(or Approximate Dollar
|
||||||||||||||
|
Total
|
(b)
|
Purchased as
|
Value) of Shares that
|
|||||||||||||
|
Number of
|
Average
|
Part of Publicly
|
May Yet Be Purchased
|
|||||||||||||
|
Shares
|
Price Paid
|
Announced Plans
|
Under the Plans or
|
|||||||||||||
| Purchased (1) | per Share | or Programs | Programs (in Millions) | |||||||||||||
|
October 1 — 31, 2009
|
— | $ | — | — | $ | — | ||||||||||
|
November 1 — 30, 2009
|
— | — | — | — | ||||||||||||
|
December 1 — 31, 2009
|
105,251 | $ | 9.26 | — | — | |||||||||||
|
Total
|
105,251 | $ | 9.26 | — | $ | — | ||||||||||
| (1) | Consists of common shares surrendered or deemed surrendered to the Company to satisfy minimum tax withholding obligations in connection with the vesting of awards under the Company’s equity-based compensation plans with respect to outstanding shares of restricted stock in December 2009. |
73
Table of Contents
| Item 6. | SELECTED FINANCIAL DATA |
The consolidated financial data included in the following table
has been derived from the financial statements for the last five
years and includes the information required by Item 301 of
Regulation S-K.
The following selected consolidated financial data should be
read in conjunction with the Company’s consolidated
financial statements and related notes and
“Item 7 — Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”
All consolidated financial data has been presented in accordance
with the standard
Property, Plant and Equipment Subsequent
Measurement
, which requires long-lived assets that were sold
or classified as held for sale as a result of disposal
activities be classified as discontinued operations for all
periods presented.
COMPARATIVE
SUMMARY OF SELECTED FINANCIAL DATA
(Amounts in thousands, except per share data)
(Amounts in thousands, except per share data)
| For the Years Ended December 31, | ||||||||||||||||||||
| (As Adjusted) | ||||||||||||||||||||
| 2009 (A) | 2008 (A) | 2007 (A) | 2006 (A) | 2005 (A) | ||||||||||||||||
|
Operating Data:
|
||||||||||||||||||||
|
Revenues
|
$ | 819,307 | $ | 881,768 | $ | 885,025 | $ | 734,069 | $ | 641,878 | ||||||||||
|
Expenses:
|
||||||||||||||||||||
|
Rental operations
|
254,469 | 243,819 | 226,846 | 185,651 | 162,103 | |||||||||||||||
|
General and administrative
|
94,365 | 97,719 | 81,244 | 60,679 | 54,048 | |||||||||||||||
|
Impairment charges
|
80,641 | 75,263 | — | — | — | |||||||||||||||
|
Depreciation & amortization
|
227,185 | 228,619 | 196,964 | 163,398 | 142,627 | |||||||||||||||
| 656,660 | 645,420 | 505,054 | 409,728 | 358,778 | ||||||||||||||||
|
Interest income
|
12,109 | 5,458 | 8,728 | 8,988 | 9,971 | |||||||||||||||
|
Interest expense
|
(237,943 | ) | (245,368 | ) | (257,387 | ) | (199,833 | ) | (164,292 | ) | ||||||||||
|
Gain on repurchase of senior notes
|
145,050 | 10,455 | — | — | — | |||||||||||||||
|
Loss on equity derivative instruments
|
(199,797 | ) | — | — | — | — | ||||||||||||||
|
Other expense, net
|
(29,412 | ) | (28,251 | ) | (3,019 | ) | (446 | ) | (2,533 | ) | ||||||||||
| (309,993 | ) | (257,706 | ) | (251,678 | ) | (191,291 | ) | (156,854 | ) | |||||||||||
|
(Loss) income before equity in net (loss) income of joint
ventures, impairment of joint venture investments, gain on
redemption of joint venture interests, tax benefit (expense) of
taxable REIT subsidiaries and state franchise and income taxes,
discontinued operations and gain on disposition of real estate
|
(147,346 | ) | (21,358 | ) | 128,293 | 133,050 | 126,246 | |||||||||||||
|
Equity in net (loss) income of joint ventures
|
(9,733 | ) | 17,719 | 43,229 | 30,337 | 34,873 | ||||||||||||||
|
Impairment of joint venture investments
|
(184,584 | ) | (106,957 | ) | — | — | — | |||||||||||||
|
Gain on redemption of joint venture interests
|
23,865 | — | — | — | — | |||||||||||||||
|
Tax benefit (expense) of taxable REIT subsidiaries and state
franchise and income taxes
|
691 | 17,501 | 14,715 | 2,526 | (261 | ) | ||||||||||||||
|
(Loss) income from continuing operations
|
(317,107 | ) | (93,095 | ) | 186,237 | 165,913 | 160,858 | |||||||||||||
74
Table of Contents
| ITEM 6. | SELECTED FINANCIAL DATA (CONTINUED) |
| For the Years Ended December 31, | ||||||||||||||||||||
| (As Adjusted) | ||||||||||||||||||||
| 2009 (A) | 2008 (A) | 2007 (A) | 2006 (A) | 2005 (A) | ||||||||||||||||
|
Discontinued operations:
|
||||||||||||||||||||
|
(Loss) income from discontinued operations
|
(71,620 | ) | 7,955 | 15,379 | 11,424 | 24,926 | ||||||||||||||
|
(Loss) gain on disposition of real estate, net of tax
|
(24,027 | ) | (4,830 | ) | 12,259 | 11,051 | 16,667 | |||||||||||||
| (95,647 | ) | 3,125 | 27,638 | 22,475 | 41,593 | |||||||||||||||
|
(Loss) income before gain on disposition of real estate
|
(412,754 | ) | (89,970 | ) | 213,875 | 188,388 | 202,451 | |||||||||||||
|
Gain on disposition of real estate
|
9,127 | 6,962 | 68,851 | 72,023 | 88,140 | |||||||||||||||
|
Net (loss) income
|
(403,627 | ) | (83,008 | ) | 282,726 | 260,411 | 290,591 | |||||||||||||
|
Loss (income) attributable to non-controlling interests
|
47,034 | 11,078 | (17,784 | ) | (8,453 | ) | (7,948 | ) | ||||||||||||
|
Net (loss) income attributable to DDR
|
$ | (356,593 | ) | $ | (71,930 | ) | $ | 264,942 | $ | 251,958 | $ | 282,643 | ||||||||
|
(Loss) earnings per share data — Basic:
|
||||||||||||||||||||
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
$ | (1.91 | ) | $ | (0.99 | ) | $ | 1.53 | $ | 1.59 | $ | 1.71 | ||||||||
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
(0.60 | ) | 0.03 | 0.23 | 0.21 | 0.38 | ||||||||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (2.51 | ) | $ | (0.96 | ) | $ | 1.76 | $ | 1.80 | $ | 2.09 | ||||||||
|
Weighted average number of common shares
|
158,816 | 119,843 | 120,879 | 109,002 | 108,310 | |||||||||||||||
|
(Loss) earnings per share data — Diluted:
|
||||||||||||||||||||
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
$ | (1.91 | ) | $ | (0.99 | ) | $ | 1.52 | $ | 1.58 | $ | 1.70 | ||||||||
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
(0.60 | ) | 0.03 | 0.23 | 0.21 | 0.38 | ||||||||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (2.51 | ) | $ | (0.96 | ) | $ | 1.75 | $ | 1.79 | $ | 2.08 | ||||||||
|
Weighted average number of common shares
|
158,816 | 119,843 | 121,335 | 109,548 | 108,987 | |||||||||||||||
|
Dividends
declared
(B)
|
$ | 0.44 | $ | 2.07 | $ | 2.64 | $ | 2.36 | $ | 2.16 | ||||||||||
75
Table of Contents
| ITEM 6. | SELECTED FINANCIAL DATA (CONTINUED) |
| For the Years Ended December 31, | ||||||||||||||||||||
| (As Adjusted) | ||||||||||||||||||||
| 2009 (A) | 2008 (A) | 2007 (A) | 2006 (A) | 2005 (A) | ||||||||||||||||
|
Balance Sheet Data:
|
||||||||||||||||||||
|
Real estate (at cost)
|
$ | 8,823,719 | $ | 9,109,566 | $ | 8,985,749 | $ | 7,447,459 | $ | 7,029,337 | ||||||||||
|
Real estate, net of accumulated depreciation
|
7,490,403 | 7,900,663 | 7,961,701 | 6,586,193 | 6,336,514 | |||||||||||||||
|
Investments in and advances to joint ventures
|
420,541 | 583,767 | 638,111 | 291,685 | 275,136 | |||||||||||||||
|
Total assets
|
8,426,606 | 9,020,222 | 9,089,514 | 7,179,278 | 6,862,977 | |||||||||||||||
|
Total debt
|
5,178,663 | 5,866,655 | 5,523,953 | 4,227,096 | 3,891,001 | |||||||||||||||
|
Equity
|
2,952,336 | 2,864,794 | 3,193,302 | 2,636,838 | 2,698,320 | |||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||
| (As Adjusted) | ||||||||||||||||||||
| 2009 (A) | 2008 (A) | 2007 (A) | 2006 (A) | 2005 (A) | ||||||||||||||||
|
Cash Flow Data:
|
||||||||||||||||||||
|
Cash flow provided by (used for):
|
||||||||||||||||||||
|
Operating activities
|
$ | 228,948 | $ | 392,002 | $ | 420,745 | $ | 348,630 | $ | 357,632 | ||||||||||
|
Investing activities
|
150,884 | (468,572 | ) | (1,162,287 | ) | (203,047 | ) | (339,428 | ) | |||||||||||
|
Financing activities
|
(381,361 | ) | 56,235 | 763,333 | (147,860 | ) | (37,420 | ) | ||||||||||||
|
Other Data:
|
||||||||||||||||||||
|
Funds from
operations
(C)
:
|
||||||||||||||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (398,862 | ) | $ | (114,199 | ) | $ | 214,008 | $ | 196,789 | $ | 227,474 | ||||||||
|
Depreciation and amortization of real estate investments
|
224,207 | 236,344 | 214,396 | 185,449 | 169,117 | |||||||||||||||
|
Equity in net loss (income) from joint ventures
|
9,306 | (17,719 | ) | (43,229 | ) | (30,337 | ) | (34,873 | ) | |||||||||||
|
Joint ventures’ funds from
operations
(C)
:
|
43,665 | 68,355 | 84,423 | 44,473 | 49,302 | |||||||||||||||
|
Non-controlling interests (OP Units)
|
175 | 1,145 | 2,275 | 2,116 | 2,916 | |||||||||||||||
|
Gain on disposition of depreciable real estate investments, net
|
(23,123 | ) | (4,244 | ) | (17,956 | ) | (21,987 | ) | (58,834 | ) | ||||||||||
|
Funds from operations attributable to DDR common
shareholders
(C)
:
|
(144,632 | ) | 169,682 | 453,917 | 376,503 | 355,102 | ||||||||||||||
|
Preferred share dividends
|
42,269 | 42,269 | 50,934 | 55,169 | 55,169 | |||||||||||||||
| $ | (102,363 | ) | $ | 211,951 | $ | 504,851 | $ | 431,672 | $ | 410,271 | ||||||||||
|
Weighted average shares and OP Units
(Diluted)
(D)
:
|
160,130 | 121,030 | 122,716 | 110,826 | 110,700 | |||||||||||||||
76
Table of Contents
| (A) | As described in the consolidated financial statements, the Company and its unconsolidated joint ventures completed the following property acquisitions and dispositions for the periods presented: |
| Property Acquisitions | Property Dispositions | |||||||||||||||
|
Unconsolidated
|
Unconsolidated
|
|||||||||||||||
|
Year
|
Consolidated | Joint Ventures | Consolidated | Joint Ventures | ||||||||||||
|
2009
|
4 | — | 34 | 12 | ||||||||||||
|
2008
|
— | 11 | 22 | — | ||||||||||||
|
2007
|
249 | 68 | 67 | 7 | ||||||||||||
|
2006
|
5 | 15 | 6 | 9 | ||||||||||||
|
2005
|
16 | 36 | 35 | 12 | ||||||||||||
| (B) | Amount declared in 2009 includes $0.36 per share declared in the form of the Company’s common shares. | |
| (C) | Management believes that Funds From Operations (“FFO”), which is a non-GAAP financial measure, provides an additional and useful means to assess the financial performance of a REIT. It is frequently used by securities analysts, investors and other interested parties to evaluate the performance of REITs, most of which present FFO along with net income attributable to DDR common shareholders as calculated in accordance with GAAP. FFO applicable to common shareholders is generally defined and calculated by the Company as net income attributable to DDR common shareholders, adjusted to exclude (i) preferred share dividends, (ii) gains from disposition of depreciable real estate property, except for those sold through the Company’s merchant building program, which are presented net of taxes, and those gains that represent the recapture of a previously recognized impairment charge, and (iii) extraordinary items and (iv) certain non-cash items. These non-cash items principally include real property depreciation, equity income from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures, determined on a consistent basis. Management believes that FFO provides the Company and investors with an important indicator of the Company’s operating performance. This measure of performance is used by the Company for several business purposes and for REITs it provides a recognized measure of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO in a different manner. | |
| (D) | Represents weighted average shares and operating partnership units (“OP Units”) at the end of the respective period. |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion should be read in conjunction with the
consolidated financial statements, the notes thereto and the
comparative summary of selected financial data appearing
elsewhere in this report. Historical results and percentage
relationships set forth in the consolidated financial
statements, including trends that might appear, should not be
taken as indicative of future operations. The Company considers
portions of this information to be “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, both as amended, with respect to the
Company’s expectations for future periods. Forward-looking
statements include, without limitation, statements related to
acquisitions (including any related pro forma financial
information) and other business development activities, future
capital expenditures, financing sources and availability, and
the effects of environmental and other regulations. Although the
Company believes that the expectations reflected in those
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 statements of historical fact should be deemed to
be forward-looking statements. Without limiting the foregoing,
the words “believes,” “anticipates,”
“plans,” “expects,” “seeks,”
“estimates” and similar expressions are intended to
identify forward-looking statements. Readers should exercise
caution in interpreting and relying on forward-looking
statements because they involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond
the Company’s control and that could cause actual results
to differ materially from those expressed or implied in the
forward-looking statements and that could materially affect the
Company’s actual results, performance or achievements.
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Factors that could cause actual results, performance or
achievements to differ materially from those expressed or
implied by forward-looking statements include, but are not
limited to, the following:
| • | The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and the economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates; | |
| • | The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions; | |
| • | The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including catalog sales and sales over the internet and the resulting retailing practices and space needs of its tenants or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent; | |
| • | The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular of its major tenants, and could be adversely affected by the bankruptcy of those tenants; | |
| • | The Company relies on major tenants, which makes it vulnerable to changes in the business and financial condition of, or demand for its space, by such tenants; | |
| • | The Company may not realize the intended benefits of acquisition or merger transactions. The acquired assets may not perform as well as the Company anticipated, or the Company may not successfully integrate the assets and realize the improvements in occupancy and operating results that the Company anticipates. The acquisition of certain assets may subject the Company to liabilities, including environmental liabilities; | |
| • | The Company may fail to identify, acquire, construct or develop additional properties that produce a desired yield on invested capital, or may fail to effectively integrate acquisitions of properties or portfolios of properties. In addition, the Company may be limited in its acquisition opportunities due to competition, the inability to obtain financing on reasonable terms or any financing at all, and other factors; | |
| • | The Company may fail to dispose of properties on favorable terms. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing, and could limit the Company’s ability to promptly make changes to its portfolio to respond to economic and other conditions; | |
| • | The Company may abandon a development opportunity after expending resources if it determines that the development opportunity is not feasible due to a variety of factors, including a lack of availability of construction financing on reasonable terms, the impact of the economic environment on prospective tenants’ ability to enter into new leases or pay contractual rent, or the inability of the Company to obtain all necessary zoning and other required governmental permits and authorizations; | |
| • | The Company may not complete development projects on schedule as a result of various factors, many of which are beyond the Company’s control, such as weather, labor conditions, governmental approvals, material shortages or general economic downturn resulting in limited availability of capital, increased debt service expense and construction costs, and decreases in revenue; | |
| • | The Company’s financial condition may be affected by required debt service payments, the risk of default, and restrictions on its ability to incur additional debt or to enter into certain transactions under its credit facilities and other documents governing its debt obligations. In addition, the Company may encounter difficulties in obtaining permanent financing or refinancing existing debt. Borrowings under the Company’s revolving credit facilities are subject to certain representations and warranties and |
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| customary events of default, including any event that has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition; |
| • | Changes in interest rates could adversely affect the market price of the Company’s common shares, as well as its performance and cash flow; | |
| • | Debt and/or equity financing necessary for the Company to continue to grow and operate its business may not be available or may not be available on favorable terms or at all; | |
| • | Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on us and the market price of the Company’s common shares; | |
| • | The Company is subject to complex regulations related to its status as a real estate investment trust (“REIT”) and would be adversely affected if it failed to qualify as a REIT; | |
| • | The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all; | |
| • | Joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that a partner or co-venturer may become bankrupt, may at any time have different interests or goals than those of the Company and may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture. The partner could default on the loans outside of the Company’s control. Furthermore, if the constrained credit conditions in the capital markets persist or deteriorate further, the Company could be required to reduce the carrying value of its equity method investments if a loss in the carrying value of the investment is other than temporary; | |
| • | The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely effect the Company’s results of operations and financial condition; | |
| • | The Company may not realize anticipated returns from its real estate assets outside the United States. The Company expects to continue to pursue international opportunities that may subject the Company to different or greater risks than those associated with its domestic operations. The Company owns assets in Puerto Rico, an interest in an unconsolidated joint venture that owns properties in Brazil and an interest in consolidated joint ventures that were formed to develop and own properties in Canada and Russia; | |
| • | International development and ownership activities carry risks in addition to those the Company faces with the Company’s domestic properties and operations. These risks include: |
| • | Adverse effects of changes in exchange rates for foreign currencies; | |
| • | Changes in foreign political or economic environments; | |
| • | Challenges of complying with a wide variety of foreign laws, including tax laws, and addressing different practices and customs relating to corporate governance, operations and litigation; | |
| • | Different lending practices; | |
| • | Cultural and consumer differences; | |
| • | Changes in applicable laws and regulations in the United States that affect foreign operations; | |
| • | Difficulties in managing international operations and | |
| • | Obstacles to the repatriation of cash; |
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| • | Although the Company’s international activities are currently a relatively small portion of its business, to the extent the Company expands its international activities, these risks could significantly increase and adversely affect its results of operations and financial condition; | |
| • | The Company is subject to potential environmental liabilities; | |
| • | The Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its properties and | |
| • | The Company could incur additional expenses in order to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations. |
Executive
Summary
The Company is a self-administered and self-managed REIT, in the
business of owning, managing and developing a portfolio of
shopping centers. As of December 31, 2009, the
Company’s portfolio consisted of 618 shopping centers and
six business centers (including 274 properties owned through
unconsolidated joint ventures and 34 that are otherwise
consolidated by the Company). These properties consist of
shopping centers, lifestyle centers and enclosed malls owned in
the United States, Puerto Rico and Brazil. At December 31,
2009, the Company owned
and/or
managed approximately 146.9 million total square feet of
Gross Leasable Area (“GLA”), which includes all of the
aforementioned properties and 42 properties owned by a third
party. The Company also owns land in Canada and Russia at which
the development has been postponed. The Company believes that
its portfolio of shopping center properties is one of the
largest (measured by the amount of total GLA) currently held by
any publicly-traded REIT. At December 31, 2009, the
aggregate occupancy of the Company’s shopping center
portfolio was 86.9%, as compared to 92.1% at December 31,
2008. Excluding the vacancy impact of the portfolio of assets
formerly occupied by Mervyns, the aggregate occupancy of the
Company’s shopping center portfolio was 89.0% at
December 31, 2009. The Company owned 618 shopping centers
at December 31, 2009. The average annualized base rent per
occupied square foot was $12.75 at December 31, 2009, as
compared to $12.33 at December 31, 2008.
Current
Strategy
The Company has taken many important steps to address its
liquidity needs due to the ongoing financial market dislocation
and will continue to do so. The Company seeks to continue to
lower its leverage and improve liquidity. This will be achieved
through asset sales, retained capital, the creation of joint
ventures and fund structures, new equity and debt financings, or
other means, with the goal of preserving capital and benefiting
from the unique investment opportunities created by the
challenging economic environment.
The Company’s portfolio and asset class continues to
generate relatively consistent cash flows. The following unique
set of core competencies is expected to continue to be utilized
by the Company to maintain solid fundamentals:
| • | Strong tenant relationships with the nation’s leading retailers, maintained through a national tenant account program; | |
| • | The recent creation of the Company’s internal retail partnerships group to optimize portfolio management by enhancing communication between retailers, the Company’s internal leasing department and other areas of the Company; | |
| • | An internal anchor store redevelopment department solely dedicated to aggressively identifying opportunities to re-tenant vacant anchor space created by retailer bankruptcies and store closings; | |
| • | Diverse banking relationships to allow access to secured, unsecured, public and private capital; | |
| • | An experienced funds management team dedicated to generating relatively consistent returns for institutional partners; |
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| • | A focused asset transaction team dedicated to finding buyers for non-core assets and sourcing potential acquisition opportunities; | |
| • | Right-sized development and redevelopment departments equipped with disciplined standards for development and | |
| • | An ancillary income department to creatively generate revenue at a low cost of investment and create cash flow streams from empty or underutilized space. |
The Company took the following proactive steps in 2009 to reduce
leverage and enhance financial flexibility:
| • | Eliminated the common shares dividend for the fourth quarter of 2008 and reduced the 2009 common shares dividend to a level near the expected minimum required to maintain REIT status; | |
| • | Sold consolidated and joint venture assets in 2009 that generated $310.8 million and $181.2 million, respectively, of gross proceeds; | |
| • | Maintained a significant pool of unencumbered assets; | |
| • | Sold approximately $112.5 million of common equity to the Otto Family; | |
| • | Raised $207.6 million through the sale of common shares through the Company’s continuous equity program; | |
| • | Purchased $816.2 aggregate principal amount of the Company’s outstanding senior unsecured notes at a gross discount to par of $172.2 million through a tender offer and open market purchases; | |
| • | Issued $300 million aggregate principal amount of 9.625%, seven-year senior unsecured notes; and | |
| • | Raised over $600 million in new mortgage capital. |
Through these activities, plus retained cash flow from
operations, the Company reduced its share of total consolidated
debt to $5.2 billion, a $688.0 million reduction from
year-end 2008. The Company also increased the availability of
funds on its revolving credit facilities to $520 million at
December 31, 2009, as compared to $280 million at
December 31, 2008.
Despite existing market conditions, asset sales are occurring,
new capital is available and mortgages are being extended or
re-financed at acceptable terms. The Company believes it is well
equipped to address all near-term debt maturities.
Retail
Environment
The retail market in the United States continued to be
challenged throughout 2009, a condition fueled by high
unemployment, lagging consumer confidence and sluggish consumer
spending. While retail sales improved in 2009, they are compared
to an especially weak 2008. Most retailers remain selective in
their store opening plans.
While the retail environment has generally been troubled, many
tenants remain relatively healthy. Those that specialize in
low-cost necessity goods and services are taking market share
from high-end discretionary retailers that typically dominate
the mall portfolios. The Company’s largest tenants,
including Walmart, Sam’s Club, Target, and Kohl’s,
appeal to value-oriented consumers, remain well-capitalized, and
have outperformed other retail categories on a relative basis.
Additionally, several retailers have been able to access capital
this year through IPOs and debt offerings, which was positive
news for the retail industry.
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Company
Fundamentals
The following table lists the Company’s 10 largest tenants
based on total annualized rental revenues and Company-owned GLA
of the wholly-owned properties and the Company’s
proportionate share of unconsolidated joint venture properties
combined as of December 31, 2009:
|
% of Total
|
||||||||||||
|
Shopping Center
|
% of Company-
|
|||||||||||
|
Base Rental
|
Owned Shopping
|
|||||||||||
|
Tenant
|
Revenues | Center GLA | ||||||||||
|
1.
|
Walmart/Sam’s Club | 4.4 | % | 7.2 | % | |||||||
|
2.
|
T.J. Maxx/Marshalls/A.J.Wright/Homegoods | 1.9 | % | 2.3 | % | |||||||
|
3.
|
PetSmart | 1.8 | % | 1.5 | % | |||||||
|
4.
|
Bed Bath & Beyond | 1.6 | % | 1.4 | % | |||||||
|
5.
|
Lowe’s | 1.5 | % | 2.6 | % | |||||||
|
6.
|
Kohl’s | 1.5 | % | 2.2 | % | |||||||
|
7.
|
Rite Aid | 1.5 | % | 0.7 | % | |||||||
|
8.
|
Michaels | 1.4 | % | 1.3 | % | |||||||
|
9.
|
OfficeMax | 1.2 | % | 1.0 | % | |||||||
|
10.
|
Tops Markets | 1.2 | % | 1.0 | % | |||||||
The following table lists the Company’s largest tenants
based on total annualized rental revenues and Company-owned GLA
of the wholly-owned properties and the Company’s
unconsolidated joint venture properties as of December 31,
2009:
| Wholly-Owned Properties | Joint Venture Properties | |||||||||||||||
|
% of
|
% of
|
% of
|
% of
|
|||||||||||||
|
Shopping
|
Company-
|
Shopping
|
Company-
|
|||||||||||||
|
Center Base
|
Owned
|
Center Base
|
Owned
|
|||||||||||||
|
Rental
|
Shopping
|
Rental
|
Shopping
|
|||||||||||||
|
Tenant
|
Revenues | Center GLA | Revenues | Center GLA | ||||||||||||
|
Walmart/Sam’s Club
|
5.2 | % | 8.3 | % | 1.5 | % | 2.7 | % | ||||||||
|
T.J. Maxx/Marshalls/A.J.Wright/Homegoods
|
2.0 | % | 2.4 | % | 1.8 | % | 2.3 | % | ||||||||
|
Lowe’s
|
1.9 | % | 3.0 | % | 0.3 | % | 0.5 | % | ||||||||
|
Rite Aid
|
1.9 | % | 0.8 | % | 0.1 | % | 0.1 | % | ||||||||
|
PetSmart
|
1.8 | % | 1.5 | % | 2.2 | % | 2.0 | % | ||||||||
|
Bed Bath & Beyond
|
1.6 | % | 1.3 | % | 1.7 | % | 1.9 | % | ||||||||
|
Kohl’s
|
1.5 | % | 2.1 | % | 2.0 | % | 3.2 | % | ||||||||
|
Michaels
|
1.4 | % | 1.3 | % | 1.7 | % | 1.9 | % | ||||||||
|
OfficeMax
|
1.3 | % | 1.1 | % | 0.7 | % | 0.8 | % | ||||||||
|
Regal Cinemas
|
1.2 | % | 0.8 | % | 0.5 | % | 0.3 | % | ||||||||
|
Publix Supermarkets
|
0.5 | % | 0.6 | % | 3.2 | % | 4.3 | % | ||||||||
|
Ross Dress for Less
|
0.9 | % | 0.9 | % | 1.9 | % | 2.1 | % | ||||||||
|
Tops Markets
|
1.2 | % | 0.9 | % | 1.8 | % | 1.9 | % | ||||||||
|
Krogers
|
1.0 | % | 1.2 | % | 1.7 | % | 2.7 | % | ||||||||
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The Company’s tenants offer value and convenience to
consumers who are focused on buying low-cost necessity goods.
The following chart illustrates the merchandise mix of the
Company’s tenants based upon total GLA:
Merchandise
Mix by Percentage of Total GLA
The Company has shown relatively consistent occupancy
historically. Occupancy declined from early 2008 through the
first quarter of 2009, stabilized in the second quarter, and
increased in the third and fourth quarters. The Company believes
that occupancy troughed in the second quarter of 2009. With
year-end occupancy at 89.0%, excluding the vacant Mervyns’
assets, overall portfolio occupancy remains healthy.
The Company continues to sign a large number of new leases.
Leasing spreads for the combined portfolio declined
approximately 3.4% in 2009, primarily the result of re-leasing
space that has been vacant by bankrupt retailers for less than
12 months. This space was previously occupied by bankrupt
retailers that paid rents in excess of current market levels.
Renewal spreads continue to trend slightly positive.
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The Company’s long-term performance shows consistently
strong rent growth and occupancy stability throughout multiple
economic cycles. The following graph depicts the historical
occupancy rate of the Company’s wholly-owned and joint
venture properties.
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The Company’s innovative ancillary income platform produces
value and mitigates risk. This program seeks to create cash flow
streams from empty or underutilized space with a low cost of
investment for the Company.
Ancillary
Income Generates over $35 Million of Annual Revenue in
Consolidated and Unconsolidated Portfolio
Consolidated and Unconsolidated Portfolio
The Company’s value-oriented shopping center format is
ideal for keeping maintenance costs and capital expenditures low
while maintaining an attractive, high-quality retail
environment. The Company believes its capital expenditures as a
percentage of net operating income are among the lowest in its
industry.
Year in
Review — 2009
For the year ended December 31, 2009, the Company recorded
a net loss attributable to DDR of approximately
$356.6 million, or $2.51 per share (diluted), compared to
net loss attributable to DDR of $71.9 million, or $0.96 per
share (diluted), for the prior year. Funds From Operations
(“FFO”) applicable to common shareholders for the year
ended December 31, 2009, was a loss of $144.6 million,
compared to income of $169.7 million for the year ended
December 31, 2008. The reported loss, as well as the
decrease in FFO applicable to common shareholders for the year
ended December 31, 2009, is primarily the result of
non-cash impairment charges on both consolidated and joint
venture investments, as well as non-cash losses on equity
derivative instruments, in addition to several major tenant
bankruptcies, the release of an approximate $16 million
deferred tax valuation allowance in 2008 and the impact of asset
sales associated with the Company’s deleveraging efforts.
The Company operated in 2009 and will continue to operate in
2010 focusing on raising capital from a broad array of capital
sources, including asset sales, new debt capital, new equity
capital and retained earnings. As a result, in 2009 the Company
reduced total consolidated debt to approximately
$5.2 billion at December 31, 2009, a
$688.0 million reduction from the prior year-end. In
addition, the Company significantly improved its liquidity
position. At December 31, 2009, there was $520 million
available on the Company’s revolving credit facilities.
The Company also improved its covenant metrics as a result of
the deleveraging and operating activities. At December 31,
2009, the Company was compliant with all of its financial
covenants and expects to remain compliant in 2010.
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As part of these deleveraging goals, in February 2010 the
Company issued 42.9 million common shares in an
underwritten offering. The net proceeds of approximately
$338.1 million were utilized to reduce the outstanding
balance on the Company’s revolving credit facilities in
anticipation of repaying two series of unsecured notes that
mature in May and August of this year and additional secured and
unsecured debt that matures in the near future. In 2010, the
Company also used its continuous equity program to sell
approximately 5.0 million common shares, generating an
additional $46.1 million in net proceeds that were also
primarily used to repay debt. In addition, in February 2010, the
Company announced the commencement of a cash tender offer for
any and all of its outstanding 5.00% senior notes due 2010, any
and all of its 4.625% senior notes due 2010 and any and all of
its outstanding 5.25% senior notes due 2011. The Company expects
to utilize its availability under the revolving credit
facilities to fund the tender. The Company may issue long-term
debt to repay all or a portion of the borrowings drawn on its
revolving credit facilities.
The Company continues to actively analyze at other sources of
capital to lower leverage and improve liquidity. The Company
will continue to focus on asset sales as a source of capital. In
addition to the liquidity that these sales generate, the sale of
non-prime assets also has the strategic benefit of improving the
Company’s portfolio quality. The Company also expects to
generate additional retained capital in 2010, helped by an
expected low cash dividend. The Board will continue to assess
the dividend policy on a quarterly basis, and expects that the
dividend will be paid near the minimum level required to
maintain REIT status. In addition, the Company continues to
identify alternatives to retire debt, particularly near-term
maturities, at a discount to par through negotiated transactions
and/or
select open market repurchases.
The Company continues to evaluate other capital sources and take
advantage of any opportunistic transactions that may be
presented. The availability of new capital at terms that enhance
the Company’s balance sheet and its debt maturity profile
has improved dramatically from 2008. The Company continues to
evaluate all of its options to improve liquidity, extend its
average debt duration and delever its balance sheet while
remaining focused on lowering the Company’s long-term cost
of capital.
The retail environment, which is still challenged, is showing
signs of improvement. The 2009 holiday season resulted in better
than expected
top-and-bottom-line
performance for many retailers, providing positive momentum
going into 2010. Retailers have shown they can operate in the
current environment, improving margins through inventory and
expense control. While the Company continues to see retailers
maintain many of the defensive strategies adopted in the past
18 months, the Company believes that based on discussions
with its tenants and prospective tenants, many retailers view
2010 as an important year for gaining market share. While
retailers remain cautious, the improved environment is providing
them with more visibility over their sales and growth plans. The
value-oriented retailers that constitute the majority of the
Company’s portfolio, continue to perform as their
value-oriented strategy became even more relevant to their core
customers and to a new segment of consumers who are looking to
trade down in price, but not in value.
As the Company focuses on 2010 and beyond, it does not
anticipate growing through large portfolio acquisitions, but
rather is focused first on developing and growing its prime
portfolio through prudent and strategic transactions. In
addition, the Company will remain focused on balance sheet
strategy. This includes a disciplined approach to structuring
the Company’s debt maturity schedule such that refinancing
risk is mitigated and accessing a variety of financing sources
are accessed such that the Company’s capital structure is
healthy. With this initiative, the Company intends to strive
toward maintaining investment grade credit ratings. The Company
will evaluate all investment opportunities utilizing several
metrics that include assessing the effects on operations, cash
flow, the balance sheet and overall business strategy. Lastly,
the Company’s international portfolio, specifically Brazil
and Puerto Rico, will continue to be a source of what the
Company believes will be above-average growth and portfolio
diversification.
CRITICAL
ACCOUNTING POLICIES
The consolidated financial statements of the Company include the
accounts of the Company and all subsidiaries where the Company
has financial or operating control. The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States requires management to make
estimates and assumptions in certain circumstances that affect
amounts reported in the accompanying consolidated financial
statements and related notes. In preparing these financial
statements, management has utilized available
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information, including the Company’s history, industry
standards and the current economic environment, among other
factors, in forming its estimates and judgments of certain
amounts included in the consolidated financial statements,
giving due consideration to materiality. It is possible that the
ultimate outcome as anticipated by management in formulating its
estimates inherent in these financial statements might not
materialize. Application of the critical accounting policies
described below involves the exercise of judgment and the use of
assumptions as to future uncertainties. As a result, actual
results could differ from these estimates. In addition, other
companies may utilize different estimates that may affect the
comparability of the Company’s results of operations to
those of companies in similar businesses.
Revenue
Recognition and Accounts Receivable
Rental revenue is recognized on a straight-line basis that
averages minimum rents over the current term of the leases.
Certain of these leases provide for percentage and overage rents
based upon the level of sales achieved by the tenant. Percentage
and overage rents are recognized after a tenant’s reported
sales have exceeded the applicable sales breakpoint set forth in
the applicable lease. The leases also typically provide for
tenant reimbursements of common area maintenance and other
operating expenses and real estate taxes. Accordingly, revenues
associated with tenant reimbursements are recognized in the
period in which the expenses are incurred based upon the tenant
lease provision. Management fees are recorded in the period
earned. Ancillary and other property-related income, which
includes the leasing of vacant space to temporary tenants, is
recognized in the period earned. Lease termination fees are
included in other revenue and recognized and earned upon
termination of a tenant’s lease and relinquishment of space
and upon which the Company has no further obligation to the
tenant. Acquisition and financing fees are earned and recognized
at the completion of the respective transaction in accordance
with the underlying agreements. Fee income derived from the
Company’s unconsolidated joint venture investments is
recognized to the extent attributable to the unaffiliated
ownership interest.
The Company makes estimates of the collectibility of its
accounts receivable related to base rents, including
straight-line rentals, expense reimbursements and other revenue
or income. The Company specifically analyzes accounts receivable
and analyzes historical bad debts, customer credit worthiness,
current economic trends and changes in customer payment patterns
when evaluating the adequacy of the allowance for doubtful
accounts. In addition, with respect to tenants in bankruptcy,
the Company makes estimates of the expected recovery of
pre-petition and post-petition claims in assessing the estimated
collectibility of the related receivable. In some cases, the
ultimate resolution of these claims can exceed one year. These
estimates have a direct impact on the Company’s net income
because a higher bad debt reserve results in less net income.
Notes
Receivables
Notes receivables include certain loans issued relating to real
estate investments. Loan receivables are recorded at stated
principal amounts. The Company defers certain loan origination
and commitment fees, net of certain origination costs, and
amortizes them over the term of the related loan. The Company
evaluates the collectibility of both interest and principal on
each loan to determine whether it is impaired. When a loan is
considered to be impaired, the amount of loan loss reserve is
calculated by comparing the recorded investment to the value of
the underlying collateral. The Company is required to make
subjective assessments as to whether there are impairments in
the value of collateral. These assessments have a direct impact
on the Company’s net income because recording a reserve
results in an immediate negative adjustment to net income.
Interest income on performing loans is accrued as earned.
Interest income on non-performing loans is recognized on a
cost-recovery basis.
Real
Estate and Long-Lived Assets
Properties are depreciated using the straight-line method over
the estimated useful lives of the assets. The Company is
required to make subjective assessments as to the useful lives
of its properties for purposes of determining the amount of
depreciation to reflect on an annual basis with respect to those
properties. These assessments have a direct impact on the
Company’s net income. If the Company would lengthen the
expected useful life of a particular asset, it would be
depreciated over more years and result in less depreciation
expense and higher annual net income.
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Table of Contents
Assessment of recoverability by the Company of certain other
lease-related costs must be made when the Company has a reason
to believe that the tenant may not be able to perform under the
terms of the lease as originally expected. This requires
management to make estimates as to the recoverability of such
assets.
On a periodic basis, management assesses whether there are any
indicators that the value of real estate properties, including
construction in progress and land held for development, may be
impaired. A property’s value is impaired only if
management’s estimate of the aggregate future cash flows
(undiscounted and without interest charges) to be generated by
the property are less than the carrying value of the property.
In management’s estimate of cash flows, it considers
factors such as expected future operating income, development
spending and the timing thereof, leasing trends and prospects,
the effects of demand, competition and other factors. In
addition, the undiscounted cash flows may consider a
probability-weighted cash flow estimation approach when
alternative courses of action to recover the carrying amount of
a long-lived asset are under consideration or a range is
estimated. The determination of undiscounted cash flows requires
significant estimates by management and considers the expected
course of action at the balance sheet date. Subsequent changes
in estimated undiscounted cash flows arising from changes in
anticipated actions, including the decision to not proceed with
development or dispose of the asset, could affect the
determination of whether an impairment exists and whether the
effects could have a material impact on the Company’s net
income. To the extent an impairment has occurred, the loss will
be measured as the excess of the carrying amount of the property
over its fair value.
The Company is required to make subjective assessments as to
whether there are impairments in the value of its real estate
properties and other investments. These assessments have a
direct impact on the Company’s net income because recording
an impairment charge results in an immediate negative adjustment
to net income.
The Company allocates the purchase price to assets acquired and
liabilities assumed on a gross basis based on their relative
fair values at the date of acquisition. In estimating the fair
value of the tangible and intangible assets and liabilities
acquired, the Company considers information obtained about each
property as a result of its due diligence, marketing and leasing
activities. It applies various valuation methods, such as
estimated cash flow projections utilizing appropriate discount
and capitalization rates, estimates of replacement costs net of
depreciation and available market information. The Company is
required to make subjective estimates in connection with these
valuations and allocations. These intangible assets are reviewed
as part of the overall carrying basis of an asset for impairment.
Off-Balance
Sheet Arrangements
The Company has a number of off-balance sheet joint ventures and
other unconsolidated arrangements with varying structures. The
Company consolidates entities in which it owns less than a 100%
equity interest if it is deemed to have a controlling interest
or is the primary beneficiary in a variable interest entity, or
is the controlling general partner.
To the extent that the Company contributes assets to a joint
venture, the Company’s investment in the joint venture is
recorded at the Company’s cost basis in the assets that
were contributed to the joint venture. To the extent that the
Company’s cost basis is different from the basis reflected
at the joint venture level, the basis difference is amortized
over the life of the related asset and included in the
Company’s share of equity in net income of joint ventures.
The Company will recognize gains on the contribution of real
estate to joint ventures, relating solely to the outside
partner’s interest, to the extent the economic substance of
the transaction is a sale.
On a periodic basis, management assesses whether there are any
indicators that the value of the Company’s investments in
unconsolidated joint ventures may be impaired. An
investment’s value is impaired only if management’s
estimate of the fair value of the investment is less than the
carrying value of the investment. An impairment charge is
recorded only if such difference is deemed to be other than
temporary. To the extent an impairment has occurred, the loss is
measured as the excess of the carrying amount of the investment
over the estimated fair value of the investment.
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Table of Contents
Measurement
of Fair Value
Real
Estate and Unconsolidated Joint Venture Investments
The Company is required to assess the value of both impaired
consolidated and unconsolidated joint venture investments. The
fair value of real estate investments utilized in the
Company’s impairment calculations is estimated based on the
price that would be received to sell an asset in an orderly
transaction between marketplace participants at the measurement
date. Investments without a public market are valued based on
assumptions made and valuation techniques used by the Company.
The decline in liquidity and prices of real estate and real
estate-related investments, as well as the availability of
observable transaction data and inputs, may have made it more
difficult to determine the fair value of such investments. As a
result, amounts ultimately realized by the Company from
investments sold may differ from the fair values utilized, and
the differences could be material.
The valuation of impaired real estate assets and investments is
determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each
asset, as well as the income capitalization approach considering
prevailing market capitalization rates, analysis of recent
comparable sales transactions, actual sales negotiations and
bona fide purchase offers received from third parties
and/or
consideration of the amount that currently would be required to
replace the asset, as adjusted for obsolescence. In general, the
Company considers multiple valuation techniques when measuring
fair value of an investment. However, in certain circumstances,
a single valuation technique may be appropriate.
For operational real estate assets, the significant assumptions
include the capitalization rate used in the income
capitalization valuation, as well as the projected property net
operating income. For projects under development, the
significant assumptions include the discount rate, the timing
for the construction completion and project stabilization, and
the exit capitalization rate. For investments in unconsolidated
joint ventures, the Company also considers the valuation of any
underlying joint venture debt. Valuation adjustments are
calculated based on market conditions and assumptions made by
management at the time the valuation adjustments are recorded,
which may differ materially from actual results if market
conditions or the underlying assumptions change.
Equity
Derivative Instruments — Forward Commitments and
Warrants
The Company’s equity derivative instruments are recognized
in the financial statements based on their fair value. The fair
value is estimated at the end of each period based on a pricing
model that includes the following input assumptions: expected
volatility, expected term from the date of issue, dividend yield
and risk-free interest rate. These assumptions are subjective
and generally require significant analysis and judgment to
develop.
Real
Estate Held for Sale
Pursuant to the definition of a component of an entity, assuming
no significant continuing involvement, the sale of a property is
considered a discontinued operation. In addition, the operations
from properties classified as held for sale are considered a
discontinued operation. The Company generally considers assets
to be held for sale when the transaction has been approved by
the appropriate level of management and there are no known
significant contingencies relating to the sale such that the
sale of the property within one year is considered probable.
This generally occurs when a sales contract is executed with no
contingencies and the prospective buyer has significant funds at
risk to ensure performance. Accordingly, the results of
operations of operating properties disposed of or classified as
held for sale, for which the Company has no significant
continuing involvement, are reflected in the current period and
retrospectively as discontinued operations.
Stock-Based
Employee Compensation
Stock-based compensation requires all share-based payments to
employees, including grants of stock options, to be recognized
in the financial statements based on their fair value. The fair
value is estimated at the date of grant using a Black-Scholes
option pricing model with weighted average assumptions for the
activity under the Company’s stock plans. Option pricing
model input assumptions, such as expected volatility, expected
term and risk-free interest rate, affect the fair value
estimate. Further, the forfeiture rate affects the amount of
aggregate
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Table of Contents
compensation. These assumptions are subjective and generally
require significant analysis and judgment to develop.
When estimating fair value, some of the assumptions will be
based on or determined from external data, and other assumptions
may be derived from experience with share-based payment
arrangements. The appropriate weight to place on experience is a
matter of judgment, based on relevant facts and circumstances.
The risk-free interest rate is based upon a U.S. Treasury
Strip with a maturity date that approximates the expected term
of the option. The expected life of an award is derived by
referring to actual exercise experience. The expected volatility
of the stock is derived by referring to changes in the
Company’s historical share prices over a time frame similar
to the expected life of the award.
Accrued
Liabilities
The Company makes certain estimates for accrued liabilities,
including accrued professional fees, interest, real estate
taxes, insurance and litigation reserves. These estimates are
subjective and based on historical payments, executed
agreements, anticipated trends and representations from service
providers. These estimates are prepared based on information
available at each balance sheet date and are reevaluated upon
the receipt of any additional information. Many of these
estimates are for payments that occur in one year. These
estimates have a direct impact on the Company’s net income
because a higher accrual will result in less net income.
The Company has made estimates in assessing the impact of the
uncertainty of income taxes. Accounting standards prescribe a
recognition threshold and measurement attribute criteria for the
financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The
Company makes certain estimates in the determination on the use
of valuation reserves recorded for deferred tax assets. These
estimates could have a direct impact on the Company’s
earnings, as a difference in the tax provision could alter the
Company’s net income.
Comparison
of 2009 to 2008 Results of Operations
Continuing
Operations
Shopping center properties owned as of January 1, 2008, but
excluding properties under development/redevelopment and those
classified in discontinued operations, are considered the
“Core Portfolio Properties.”
Revenues
from Operations (in thousands)
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
Base and percentage rental
revenues
(A)
|
$ | 551,972 | $ | 598,725 | $ | (46,753 | ) | (7.8 | )% | |||||||
|
Recoveries from
tenants
(B)
|
179,181 | 189,650 | (10,469 | ) | (5.5 | ) | ||||||||||
|
Ancillary and other property
income
(C)
|
23,103 | 21,760 | 1,343 | 6.2 | ||||||||||||
|
Management fees, development fees and other fee
income
(D)
|
57,684 | 62,890 | (5,206 | ) | (8.3 | ) | ||||||||||
|
Other
(E)
|
7,367 | 8,743 | (1,376 | ) | (15.7 | ) | ||||||||||
|
Total revenues
|
$ | 819,307 | $ | 881,768 | $ | (62,461 | ) | (7.1 | )% | |||||||
| (A) | Core portfolio properties decreased approximately $45.0 million, or 8.2%, for the year ended December 31, 2009, as compared to the same period in 2008. This decrease is due almost exclusively to the impact of the major tenant bankruptcies including Mervyns, Goody’s, Linens ’N Things, Circuit City and Steve and Barry’s. |
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Table of Contents
| These bankruptcies have also driven the current lower occupancy level as compared to the Company’s historical levels. The decrease was due to the following (in millions): |
|
Increase
|
||||
| (Decrease) | ||||
|
Core Portfolio Properties
|
$ | (45.0 | ) | |
|
Acquisition of real estate assets
|
2.1 | |||
|
Development/redevelopment of shopping center properties
|
(1.1 | ) | ||
|
Business center properties
|
(0.3 | ) | ||
|
Straight-line
rents
(1)
|
(2.5 | ) | ||
| $ | (46.8 | ) | ||
| (1) | In 2009, the Company recognized less straight-line rent as a result of the vacancy at the assets previously occupied by the Mervyns portfolio. |
The following tables present the operating statistics affecting
base and percentage rental revenues summarized by the following
portfolios: combined shopping center portfolio, business center
portfolio, wholly-owned shopping center portfolio and joint
venture shopping center portfolio:
|
Shopping Center
|
Business Center
|
|||||||||||||||
|
Portfolio
|
Portfolio
|
|||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Centers owned
|
618 | 702 | 6 | 6 | ||||||||||||
|
Aggregate occupancy
rate
(1)
|
86.9 | % | 92.1 | % | 71.4 | % | 72.4 | % | ||||||||
|
Average annualized base rent per occupied square foot
|
$ | 12.75 | $ | 12.33 | $ | 12.35 | $ | 12.28 | ||||||||
| (1) | The decrease in occupancy is primarily a result of the tenant bankruptcies discussed above. |
|
Wholly-Owned
|
Joint Venture
|
|||||||||||||||
|
Shopping Centers
|
Shopping Centers
|
|||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Centers owned
|
310 | 333 | 274 | 329 | ||||||||||||
|
Consolidated centers primarily owned through a joint venture
previously occupied by Mervyns
|
n/a | n/a | 34 | 40 | ||||||||||||
|
Aggregate occupancy
rate
(2)
|
89.6 | % | 90.7 | % | 83.9 | % | 93.4 | % | ||||||||
|
Average annualized base rent per occupied square foot
|
$ | 11.79 | $ | 11.74 | $ | 13.83 | $ | 12.85 | ||||||||
| (2) | The decrease in occupancy and annualized base rent is primarily a result of the tenant bankruptcies discussed above. The joint venture shopping center portfolio was also affected by the vacancy of the Mervyns sites in 2009. |
| (B) | Recoveries were approximately 70.4% and 77.8% of operating expenses and real estate taxes including bad debt expense for the years ended December 31, 2009 and 2008, respectively. The decrease in recoveries from tenants was primarily a result of the decrease in occupancy of the Company’s portfolio as discussed above due to major tenant bankruptcies. | |
| (C) | Ancillary revenue opportunities have historically included short-term and seasonal leasing programs, outdoor advertising programs, wireless tower development programs, energy management programs, sponsorship programs and various other programs. |
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| (D) | Decreased primarily due to the following (in millions): |
|
Increase
|
||||
| (Decrease) | ||||
|
Development fee
income
(1)
|
$ | (3.3 | ) | |
|
Leasing commissions
|
0.5 | |||
|
Property and asset management fee income at various
unconsolidated joint
ventures
(2)
|
(2.4 | ) | ||
| $ | (5.2 | ) | ||
| (1) | Decreased primarily as a result of the reduced construction activity and redevelopment of joint venture assets that are owned through the Company’s investments with Coventry Real Estate Fund II, L.L.C. and Coventry Fund II Parallel Fund, L.L.C. (collectively the “Coventry II Fund”) (see Off-Balance Sheet Arrangements). Development fees may continue to decline if development or redevelopment projects are delayed and/or canceled. | |
| (2) | The reduction in management fees was primarily attributed to tenant bankruptcies previously discussed and joint venture asset dispositions. |
| (E) | Composed of the following (in millions): |
| Year Ended December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Lease terminations
|
$ | 4.1 | $ | 5.8 | ||||
|
Acquisition and financing fees
|
1.1 | 2.0 | ||||||
|
Other
|
2.2 | 1.0 | ||||||
| $ | 7.4 | $ | 8.8 | |||||
Expenses
from Operations (in thousands)
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
Operating and
maintenance
(A)
|
$ | 144,842 | $ | 139,665 | $ | 5,177 | 3.7 | % | ||||||||
|
Real estate
taxes
(A)
|
109,627 | 104,154 | 5,473 | 5.3 | ||||||||||||
|
Impairment
charges
(B)
|
80,641 | 75,263 | 5,378 | 7.1 | ||||||||||||
|
General and
administrative
(C)
|
94,365 | 97,719 | (3,354 | ) | (3.4 | ) | ||||||||||
|
Depreciation and
amortization
(A)
|
227,185 | 228,619 | (1,434 | ) | (0.6 | ) | ||||||||||
| $ | 656,660 | $ | 645,420 | $ | 11,240 | 1.7 | % | |||||||||
| (A) | The changes for the year ended December 31, 2009 compared to 2008, are due to the following (in millions): |
|
Operating and
|
Real Estate
|
|||||||||||
| Maintenance | Taxes | Depreciation | ||||||||||
|
Core Portfolio Properties
|
$ | 4.9 | (1) | $ | 1.9 (2 | ) | $ | (2.5 | ) (3) | |||
|
Acquisitions of real estate assets
|
0.3 | 0.6 | 0.3 | |||||||||
|
Development/redevelopment of shopping center properties
|
2.0 | 3.0 | (0.7 | ) (3) | ||||||||
|
Provision for bad debt expense
|
(2.0 | ) | — | — | ||||||||
|
Personal property
|
— | — | 1.5 | |||||||||
| $ | 5.2 | $ | 5.5 | $ | (1.4 | ) | ||||||
| (1) | The majority of the increase in operating and maintenance expenses is related to increased landlord expenses primarily relating to the tenant vacancies, in particular the sites formerly occupied by Mervyns, which were generally triple-net-leased space. |
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| (2) | The Company is in the process of appealing numerous real estate tax charges given the current economic environment and increased vacancy resulting from these tenant bankruptcies. | |
| (3) | Primarily relates to accelerated depreciation due to changes in estimates regarding asset useful lives. |
| (B) | The Company recorded impairment charges of $154.7 million for the year ended December 31, 2009, on several consolidated real estate investments, of which $80.6 million is reflected in consolidated operating expenses and $74.1 million is reflected in discontinued operations. Of the aggregate amount, approximately $86.0 million in asset impairments was triggered primarily due to the Company’s marketing of these assets for sale, combined with the overall economic downturn in the retail real estate environment. The remaining $68.7 million of impairment charges related to 14 assets formerly occupied by Mervyns, of which the Company’s proportionate share of the charge was $33.6 million after adjusting for the allocation of the loss to the non-controlling interest in this consolidated joint venture. | |
| (C) | The change is primarily attributable to the “change in control” charge triggered by the Otto Transaction in 2009 (see Strategic Transactions) as well as payments required under newly executed compensation agreements, offset by a reduction in 2009 expense as a result of the termination of a supplemental equity award program in December 2008, lower headcount in 2009 as compared to 2008 and a reduction in general corporate expenses. Total general and administrative expenses were approximately 5.4% and 5.2% of total revenues, including total revenues of unconsolidated joint ventures and managed properties and discontinued operations, for the years ended December 31, 2009 and 2008, respectively. The Company continues to expense internal leasing salaries, legal salaries and related expenses associated with certain leasing and re-leasing of existing space. |
Other
Income and Expenses (in thousands)
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
Interest
income
(A)
|
$ | 12,109 | $ | 5,458 | $ | 6,651 | 121.9 | % | ||||||||
|
Interest
expense
(B)
|
(237,943 | ) | (245,368 | ) | 7,425 | (3.0 | ) | |||||||||
|
Gain on repurchase of senior
notes
(C)
|
145,050 | 10,455 | 134,595 | 1,287.4 | ||||||||||||
|
Loss on equity derivative
instruments
(D)
|
(199,797 | ) | — | (199,797 | ) | (100.0 | ) | |||||||||
|
Other income expense,
net
(E)
|
(29,412 | ) | (28,251 | ) | (1,161 | ) | 4.1 | |||||||||
| $ | (309,993 | ) | $ | (257,706 | ) | $ | (52,287 | ) | 20.3 | % | ||||||
| (A) | Increased primarily due to interest earned from financing receivables, which aggregated $125.6 million and $115.4 million at December 31, 2009 and 2008, respectively. As a result of management’s determination that principal and interest on a note receivable issued to the Bloomfield Hills project was uncollectible at December 31, 2009, the Company does not anticipate recording any interest income in the future on this note. | |
| (B) | The weighted-average debt outstanding and related weighted-average interest rates are as follows (as adjusted): |
| Year Ended December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Weighted-average debt outstanding (billions)
|
$ | 5.5 | $ | 5.8 | ||||
|
Weighted-average interest rate
|
4.6 | % | 5.0 | % | ||||
| At December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Weighted-average interest rate
|
4.5 | % | 5.2 | % | ||||
| The decrease in 2009 expense is primarily due to a reduction in outstanding debt and a decrease in short-term interest rates, partially offset by a decline in capitalized interest. The reduction in weighted-average interest rates in 2009 is primarily related to the decline in short-term interest rates. The Company will cease or suspend |
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Table of Contents
| the capitalization of interest as assets are placed in service or upon the temporary suspension of construction. Interest costs capitalized in conjunction with development and expansion projects and unconsolidated development joint venture interests were $21.8 million for the year ended December 31, 2009, as compared to $41.1 million for the same period in 2008. Because the Company has suspended certain construction activities, the amount of capitalized interest has decreased in 2009. | ||
| (C) | Relates to the Company’s purchase of approximately $816.2 million and $66.9 million aggregate principal amount of its outstanding senior unsecured notes at a discount to par during the years ended December 31, 2009 and 2008, respectively, resulting in a net gain of approximately $145.1 million and $10.5 million, respectively. Approximately $250.1 million aggregate principal amount of the senior unsecured notes repurchased in 2009 occurred in September through a cash tender offer. | |
| (D) | Represents the impact of the valuation adjustments for the equity derivative instruments issued as part of the Otto Transaction (see Strategic Transactions). The magnitude of the charge recognized primarily relates to the difference between the closing trading value of the Company’s common shares on April 9, 2009, the shareholder approval date, through the actual exercise date or December 31, 2009, as appropriate. | |
| (E) | For the year ended 2009, primarily relates to the write-off of costs related to abandoned development projects, costs incurred for transactions, litigation-related expenditures and debt extinguishment costs of $21.3 million. Other expenses for the year ended December 31, 2009, also included a reserve associated with a mezzanine note receivable of $5.4 million offset by a $2.8 million gain on the sale of Macquarie DDR Trust units. |
Other (in
thousands)
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
Equity in net (loss) income of joint
ventures
(A)
|
$ | (9,733 | ) | $ | 17,719 | $ | (27,452 | ) | (154.9 | )% | ||||||
|
Impairment of joint venture
investments
(B)
|
(184,584 | ) | (106,957 | ) | (77,627 | ) | 72.6 | |||||||||
|
Gain on redemption of joint venture
interests
(C)
|
23,865 | — | 23,865 | 100.0 | ||||||||||||
|
Tax benefit of taxable REIT subsidiaries and state franchise and
income
taxes
(D)
|
691 | 17,501 | (16,810 | ) | (96.1 | ) | ||||||||||
| (A) | A summary of the decrease in equity in net (loss) income of joint ventures for the year ended December 31, 2009, is composed of the following (in millions): |
|
(Decrease)
|
||||
| Increase | ||||
|
Decrease in income from existing joint
ventures
(1)
|
$ | (14.6 | ) | |
|
Decrease in income at certain joint ventures primarily
attributable to loss on sales and impairment charges on
unconsolidated assets
|
(3.4 | ) | ||
|
Newly acquired joint venture assets
|
1.1 | |||
|
Disposition of joint venture assets (see Off-Balance Sheet
Arrangements)
|
(10.6 | ) | ||
| $ | (27.5 | ) | ||
| (1) | Primarily due to lower occupancy levels and ceasing the capitalization of interest and real estate taxes on joint ventures previously under development due to a reduction and/or cessation in construction activity. |
| (B) | The Company determined that various of its unconsolidated joint venture investments in 2009 and 2008 had suffered an “other than temporary impairment” due to the deteriorating real estate fundamentals, the market dislocation in the U.S. capital markets, the general lack of liquidity and the related impact on the real estate |
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| market and retail industry, which accelerated in the fourth quarter of 2008 and continued through 2009. A summary of the impairment charges by joint venture investment is as follows (in millions): |
|
Year Ended
|
||||||||
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Various Coventry II Fund joint ventures
|
$ | 119.3 | $ | 14.1 | ||||
|
DDRTC Core Retail Fund
|
55.0 | 47.3 | ||||||
|
Macquarie DDR Trust
|
— | 31.7 | ||||||
|
DDR-SAU Retail Fund
|
6.2 | 9.0 | ||||||
|
DPG Realty Holdings
|
3.6 | 1.7 | ||||||
|
Central Park Solon/RO & SW Realty
|
0.5 | 3.2 | ||||||
|
Total impairments of joint venture investments
|
$ | 184.6 | $ | 107.0 | ||||
| (C) | In October 2009, the Macquarie DDR Trust unitholders approved the redemption of the Company’s interest in the MDT US LLC joint venture. A 100% interest in three shopping center assets was transferred to the Company in October 2009 in exchange for its approximate 14.5% ownership interest and an initial cash payment of $1.6 million. The redemption transaction was effectively considered a step acquisition/business combination. As a result, the real estate assets received were recorded at fair value, and a $23.5 million gain was recognized relating to the difference between the fair value of the net assets received as compared to the Company’s investment basis in the joint venture. | |
| (D) | Management regularly assesses established reserves and adjusts these reserves when facts and circumstances indicate that a change in estimates is warranted. During 2008, the Company recognized a $17.5 million income tax benefit. Approximately $15.6 million of this amount related to the release of valuation allowances associated with deferred tax assets that were established in prior years. These valuation allowances were previously established due to the uncertainty that the deferred tax assets would be utilizable. Based on the Company’s evaluation of the then-current facts and circumstances, the Company determined during 2008 that the valuation allowance should be released as it was more likely than not that the deferred tax assets would be utilized in future years. This determination was based upon the increase in fee and miscellaneous other non-real estate related income that is projected to be recognized and other tax actions within the Company’s taxable REIT subsidiary (“TRS”). As of both December 31, 2009 and 2008, the Company has no valuation allowances recorded against its net deferred tax assets of $51.9 million and $45.2 million at December 31, 2009 and 2008, respectively. |
Discontinued
Operations (in thousands)
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
(Loss) income from discontinued
operations
(A)
|
$ | (71,620 | ) | $ | 7,955 | $ | (79,575 | ) | (1,000.3 | )% | ||||||
|
Loss on disposition of real estate, net of tax
|
(24,027 | ) | (4,830 | ) | (19,197 | ) | 397.5 | |||||||||
| $ | (95,647 | ) | $ | 3,125 | $ | (98,772 | ) | (3,160.7 | )% | |||||||
| (A) | Included in discontinued operations for the years ended December 31, 2009 and 2008, are 34 properties in 2009 (including two properties classified as held for sale at December 31, 2009), aggregating 3.9 million square feet, and 22 properties sold in 2008 (including one business center and one property held for sale at December 31, 2007), aggregating 1.3 million square feet. In addition, included in the reported loss for the years ended December 31, 2009 and 2008, is $74.1 million and $4.6 million, respectively, of impairment charges. In September 2008, the Company sold its approximate 56% interest in one of its business centers to its partner for $20.7 million and recorded an aggregate loss of $5.8 million. |
Gain on
Disposition of Real Estate, net (in thousands)
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
Gain on disposition of real estate,
net
(A)
|
$ | 9,127 | $ | 6,962 | $ | 2,165 | 31.1 | % | ||||||||
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Table of Contents
| (A) | Includes the following (in millions): |
| Year Ended December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Land sales,
net
(1)
|
$ | 4.8 | $ | 6.2 | ||||
|
Previously deferred gains and other gains and losses on
dispositions
(2)
|
4.3 | 0.8 | ||||||
| $ | 9.1 | $ | 7.0 | |||||
| (1) | These dispositions did not meet the criteria for discontinued operations as the land did not have any significant operations prior to disposition. | |
| (2) | These gains and losses are primarily attributable to the subsequent leasing of units related to master lease and other obligations originally established on disposed properties, which are no longer required. |
Non-controlling
interests (in thousands)
|
For the Year Ended
|
||||||||||||||||
| December 31, | ||||||||||||||||
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
Non-controlling interests —
loss
(A)
|
$ | 47,034 | $ | 11,078 | $ | 35,956 | 324.6 | % | ||||||||
| (A) | Includes the following (in millions): |
|
(Decrease)
|
||||
| Increase | ||||
|
DDR MDT MV (owned approximately 50% by the
Company)
(1)
|
$ | 35.8 | ||
|
Net loss from consolidated joint venture investments
|
(0.9 | ) | ||
|
Conversion of 0.5 million operating partnership units
(“OP Units”) to common shares
|
0.3 | |||
|
Decrease in the quarterly distribution to operating partnership
unit investments
|
0.7 | |||
| $ | 35.9 | |||
| (1) | The consolidated joint venture owns real estate formerly occupied by Mervyns, which declared bankruptcy in 2008 and vacated all sites as of December 31, 2008. As a result, there was a significant decrease in rental revenues reported by this joint venture in 2009. In addition, during the years ended December 31, 2009 and 2008, the joint venture recorded gross impairment charges of $70.3 million and $31.9 million, respectively, of which $35.1 million and $15.9 million in loss was allocated to non-controlling interests, respectively. |
Net Loss
attributable to DDR (in thousands)
| 2009 | 2008 | $ Change | % Change | |||||||||||||
|
Net loss attributable to DDR
|
$ | (356,593 | ) | $ | (71,930 | ) | $ | (284,663 | ) | 395.8 | % | |||||
The increase in net loss attributable to DDR for the year ended
December 31, 2009, is primarily the result of impairment
charges, loss on sales of assets and equity derivative-related
charges, in addition to several major tenant bankruptcies in
late 2008 and early 2009, offset by gains on debt repurchases.
Also contributing to the decrease was a release of an
approximate $16.0 million deferred tax valuation allowance
in 2008 and the impact of asset sales
96
Table of Contents
associated with the Company’s deleveraging efforts. A
summary of changes in 2009 as compared to 2008 is as follows (in
millions):
|
Decrease in net operating revenues (total revenues in excess of
operating and maintenance expenses and real estate taxes)
|
$ | (73.1 | ) | |
|
Increase in consolidated impairment charges
|
(5.4 | ) | ||
|
Decrease in general and administrative
expenses
(A)
|
3.4 | |||
|
Decrease in depreciation expense
|
1.4 | |||
|
Increase in interest income
|
6.6 | |||
|
Decrease in interest expense
|
7.4 | |||
|
Increase in gain on repurchase of senior notes
|
134.6 | |||
|
Loss on equity derivative instruments
|
(199.8 | ) | ||
|
Change in other expense
|
(1.2 | ) | ||
|
Decrease in equity in net income of joint ventures
|
(27.5 | ) | ||
|
Increase in impairment of joint ventures investments
|
(77.6 | ) | ||
|
Gain on redemption of join venture interests
|
23.9 | |||
|
Decrease in income tax benefit
|
(16.8 | ) | ||
|
Decrease in income from discontinued operations
|
(79.6 | ) | ||
|
Decrease in net gain on disposition of real estate of
discontinued operations properties
|
(19.2 | ) | ||
|
Increase in net gain on disposition of real estate
|
2.2 | |||
|
Decrease in non-controlling interest expense
|
36.0 | |||
|
Decrease in net income attributable to DDR
|
$ | (284.7 | ) | |
| (A) | Includes noncash change in control charge of $15.4 million triggered by the Otto Transaction. |
Comparison
of 2008 to 2007 Results of Operations
Shopping center properties owned as of January 1, 2007, and
since March 1, 2007, with regard to Inland Retail Real
Estate Trust, Inc. (“IRRETI”) assets, but excluding
properties under development/redevelopment and those classified
in discontinued operations, are considered the “Core
Portfolio Properties.”
Continuing
Operations
Revenues
from Operations (in thousands)
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Base and percentage rental
revenues
(A)
|
$ | 598,725 | $ | 606,975 | $ | (8,250 | ) | (1.4 | )% | |||||||
|
Recoveries from
tenants
(B)
|
189,650 | 194,308 | (4,658 | ) | (2.4 | ) | ||||||||||
|
Ancillary and other property
income
(C)
|
21,760 | 19,207 | 2,553 | 13.3 | ||||||||||||
|
Management, development and other fee
income
(D)
|
62,890 | 50,840 | 12,050 | 23.7 | ||||||||||||
|
Other
(E)
|
8,743 | 13,695 | (4,952 | ) | (36.2 | ) | ||||||||||
|
Total revenues
|
$ | 881,768 | $ | 885,025 | $ | (3,257 | ) | (0.4 | )% | |||||||
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Table of Contents
| (A) | Decreased by approximately $8.3 million, in the aggregate; however, the Core Portfolio Properties increased approximately $3.4 million, or 0.7%, for the year ended December 31, 2008, as compared to the same period in 2007. The decrease in overall base and percentage rental revenues is due to the following (in millions): |
|
Increase
|
||||
| (Decrease) | ||||
|
Core Portfolio Properties
|
$ | 3.4 | ||
|
IRRETI merger and acquisition of real estate assets
|
16.6 | |||
|
Development/redevelopment of shopping center properties
|
4.1 | |||
|
Disposition of shopping center properties in 2007
|
(29.0 | ) | ||
|
Business center properties
|
0.4 | |||
|
Straight-line
rents
(1)
|
(3.8 | ) | ||
| $ | (8.3 | ) | ||
| (1) | Decrease due in part to a decrease in straight-line rent recognized on the Mervyns portfolio in the fourth quarter of 2008. |
The following tables present the operating statistics affecting
base and percentage rental revenues summarized by the following
portfolios: combined shopping center portfolio, business center
portfolio, wholly-owned shopping center portfolio and joint
venture shopping center portfolio:
|
Shopping Center
|
Business Centers
|
|||||||||||||||
|
Portfolio
|
Portfolio
|
|||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
|
Centers owned
|
702 | 710 | 6 | 7 | ||||||||||||
|
Aggregate occupancy
rate
(1)
|
92.1 | % | 94.9 | % | 72.4 | % | 70.0 | % | ||||||||
|
Average annualized base rent per occupied square foot
|
$ | 12.33 | $ | 12.24 | $ | 12.28 | $ | 11.09 | ||||||||
| (1) | The decrease in occupancy of the combined shopping center portfolio is primarily a result of increased tenant bankruptcies. |
|
Wholly-Owned
|
Joint Venture
|
|||||||||||||||
|
Shopping Centers
|
Shopping Centers
|
|||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
|
Centers owned
|
333 | 353 | 329 | 317 | ||||||||||||
|
Consolidated centers primarily owned through a joint venture
previously occupied by Mervyns
|
n/a | n/a | 40 | 40 | ||||||||||||
|
Aggregate occupancy
rate
(2)
|
90.7 | % | 93.9 | % | 93.4 | % | 95.9 | % | ||||||||
|
Average annualized base rent per occupied square foot
|
$ | 11.74 | $ | 11.53 | $ | 12.85 | $ | 12.86 | ||||||||
| (2) | The decrease in occupancy of the shopping center portfolios is primarily the result of increased tenant bankruptcies. |
| (B) | This decrease is primarily due to the transfer of assets to joint ventures in 2007. Recoveries decreased in the aggregate despite an increase in operating and maintenance expenses, due in part to the significant increase in bad debt expense discussed below. Recoveries were approximately 77.8% and 85.7% of operating expenses |
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Table of Contents
| and real estate taxes, including bad debt expense, for the years ended December 31, 2008 and 2007, respectively. The decrease in recoveries from tenants was primarily related to the following (in millions): |
|
Increase
|
||||
| (Decrease) | ||||
|
IRRETI merger and acquisition of real estate assets
|
$ | 5.2 | ||
|
Development/redevelopment of shopping center properties in 2008
and 2007
|
2.8 | |||
|
Transfer of assets to unconsolidated joint ventures in 2007
|
(10.7 | ) | ||
|
Net increase in operating expenses at the remaining shopping
center and business center properties
|
(2.0 | ) | ||
| $ | (4.7 | ) | ||
| (C) | A result of pursuing additional revenue opportunities in the Core Portfolio Properties. The increase in ancillary and other property income is offset by the conversion of operating arrangements at one of the Company’s shopping centers into a long-term lease agreement. This conversion resulted in a decrease in ancillary and other property income of $4.5 million and a corresponding increase in base rent. | |
| (D) | Increased primarily due to the following (in millions): |
|
Increase
|
||||
| (Decrease) | ||||
|
Newly formed unconsolidated joint venture interests
|
$ | 7.0 | ||
|
Development fee
income
(1)
|
(1.3 | ) | ||
|
Other income
|
2.7 | |||
|
Sale of several of the Company’s unconsolidated joint
venture properties
|
(0.4 | ) | ||
|
Leasing commissions
|
3.6 | |||
|
Management fee income at various unconsolidated joint ventures
|
0.5 | |||
| $ | 12.1 | |||
| (1) | Primarily earned through the redevelopment of joint venture assets that are owned through the Company’s investments with the Coventry II Fund discussed below. |
| (E) | Composed of the following (in millions): |
| Year Ended December 31, | ||||||||
| 2008 | 2007 | |||||||
|
Lease terminations and bankruptcy settlements
|
$ | 5.8 | $ | 5.0 | ||||
|
Acquisition and financing
fees
(1)
|
2.0 | 7.9 | ||||||
|
Other
|
1.0 | 0.8 | ||||||
| $ | 8.8 | $ | 13.7 | |||||
| (1) | 2007 results include acquisition fees of $6.3 million earned from the formation of the DDRTC Core Retail Fund in February 2007, excluding the Company’s retained ownership interest. The Company’s fee was earned in conjunction with services rendered by the Company in connection with the acquisition of the IRRETI real estate assets. Financing fees are earned in connection with the formation and refinancing of unconsolidated joint ventures, excluding the Company’s retained ownership interest. The Company’s fees are earned in conjunction with the closing and are based upon the amount of the financing transaction by the joint venture. |
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Table of Contents
Expenses
from Operations (in thousands)
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Operating and
maintenance
(A)
|
$ | 139,665 | $ | 125,592 | $ | 14,073 | 11.2 | % | ||||||||
|
Real estate
taxes
(A)
|
104,154 | 101,254 | 2,900 | 2.9 | ||||||||||||
|
Impairment
charges
(B)
|
75,263 | — | 75,263 | 100.0 | ||||||||||||
|
General and
administrative
(C)
|
97,719 | 81,244 | 16,475 | 20.3 | ||||||||||||
|
Depreciation and
amortization
(A)
|
228,619 | 196,964 | 31,655 | 16.1 | ||||||||||||
| $ | 645,420 | $ | 505,054 | $ | 140,366 | 27.8 | % | |||||||||
| (A) | The changes for the year ended December 31, 2008, compared to 2007, are due to the following (in millions): |
|
Operating
|
Real
|
|||||||||||
|
and
|
Estate
|
|||||||||||
| Maintenance | Taxes | Depreciation | ||||||||||
|
Core Portfolio Properties
|
$ | 5.6 | $ | 2.1 | $ | 10.8 | ||||||
|
IRRETI merger
|
2.8 | 3.3 | 10.0 | |||||||||
|
Acquisition and development/redevelopment of shopping center
properties
|
2.3 | 2.3 | 10.7 | |||||||||
|
Transfer of assets to unconsolidated joint ventures in 2007
|
(6.6 | ) | (4.8 | ) | (1.3 | ) | ||||||
|
Business center properties
|
0.1 | — | 0.2 | |||||||||
|
Provision for bad debt
expense
(1)
|
9.9 | — | — | |||||||||
|
Personal property
|
— | — | 1.3 | |||||||||
| $ | 14.1 | $ | 2.9 | $ | 31.7 | |||||||
| (1) | Represents the Company’s provision for bad debt expense, which approximated 2.0% and 0.9% of total revenues, including discontinued operations, for the years ended December 31, 2008 and 2007, respectively. In 2008, bad debt expense included the write-off of $6.6 million of straight-line rents, of which $5.0 million primarily related to leases entered into with Mervyns, of which 50% is allocable to non-controlling interests and $1.6 million relates primarily to other major tenant bankruptcies (see Economic Conditions). |
| (B) | The Company recorded impairment charges of $79.9 million for the year ended December 31, 2008, on various of its consolidated real estate investments, of which $75.3 million is reflected in consolidated operating expenses and $4.6 million is reflected in discontinued operations. Of the aggregate amount, approximately $35.0 million in asset impairments were triggered primarily due to the Company’s marketing of these assets for sale, combined with the overall economic downturn in the retail real estate environment. In addition, $31.9 million related to 10 assets formerly occupied by Mervyns, of which the Company’s proportionate share of the charge was $16.9 million after adjusting for the allocation of loss to the non-controlling interest in this consolidated joint venture. | |
| (C) | Includes increased expenses primarily attributable to the merger with IRRETI and additional stock-based compensation expense. Total general and administrative expenses were approximately 5.2% and 4.5% of total revenues, including total revenues of unconsolidated joint ventures and discontinued operations, for the years ended December 31, 2008 and 2007, respectively. In December 2008, an equity award plan was terminated because it was determined that the program no longer provided any motivational or retention value, and therefore would not help achieve the goals for which it was created. In connection with the award termination, as the Compensation Committee of the Board of Directors and the participants agreed to cancel the awards for no consideration and the termination was not accompanied by a concurrent grant of (or offer to grant) replacement awards or other valuable consideration, the Company recorded a non-cash charge of approximately $15.8 million of previously unrecognized compensation cost associated with these awards. |
The Company continues to expense internal leasing salaries,
legal salaries and related expenses associated with certain
leasing and re-leasing of existing space.
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Table of Contents
Other
Income and Expenses (in thousands)
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Interest
income
(A)
|
$ | 5,458 | $ | 8,728 | $ | (3,270 | ) | (37.5 | )% | |||||||
|
Interest
expense
(B)
|
(245,368 | ) | (257,387 | ) | 12,019 | (4.7 | ) | |||||||||
|
Gain on repurchase of senior
notes
(C)
|
10,455 | — | 10,455 | 100.0 | ||||||||||||
|
Other expense,
net
(D)
|
(28,251 | ) | (3,019 | ) | (25,232 | ) | (835.8 | ) | ||||||||
| $ | (257,706 | ) | $ | (251,678 | ) | $ | (6,028 | ) | 2.4 | % | ||||||
| (A) | Decreased primarily due to excess cash held by the Company immediately following the closing of the IRRETI merger in February 2007. | |
| (B) | Decreased primarily due to the sale of approximately $1.4 billion of assets in the second and third quarters of 2007. In addition, interest expense was lower due to a decrease in short-term interest rates in 2008, offset by additional interest expense as development assets became operational. The weighted-average debt outstanding and related weighted-average interest rates are as follows: |
| Year Ended, December 31, | ||||||||
| 2008 | 2007 | |||||||
|
Weighted-average debt outstanding (billions)
|
$ | 5.8 | $ | 5.4 | ||||
|
Weighted-average interest rate
|
5.0 | % | 5.6 | % | ||||
| At December 31, | ||||||||
| 2008 | 2007 | |||||||
|
Weighted-average interest rate
|
5.2 | % | 5.2 | % | ||||
| The reduction in weighted-average interest rates in 2008 is primarily related to the decline in short-term interest rates. Interest costs capitalized in conjunction with development and expansion projects and unconsolidated development joint venture interests were $41.1 million for the year ended December 31, 2008, compared to $28.0 million for the same period in 2007. | ||
| (C) | Related to the Company’s purchase of approximately $66.9 million face amount of its outstanding senior notes at a discount to par, resulting in a gain. | |
| (D) | Primarily related to a $5.4 million loan loss reserve associated with a note receivable as well as litigation costs related to a potential liability associated with a legal verdict. |
Other (in
thousands)
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Equity in net income of joint
ventures
(A)
|
$ | 17,719 | $ | 43,229 | $ | (25,510 | ) | (59.0 | )% | |||||||
|
Impairment of joint venture
investments
(B)
|
(106,957 | ) | — | (106,957 | ) | 100.0 | ||||||||||
|
Tax benefit of taxable REIT subsidiaries and state franchise and
income
taxes
(C)
|
17,501 | 14,715 | 2,786 | 18.9 | ||||||||||||
| (A) | A summary of the decrease in equity in net income of joint ventures for the year ended December 31, 2008, is composed of the following (in millions): |
| (Decrease) | ||||
|
Decrease in gains from sale transactions and related income as
compared to
2007
(1)
|
$ | (9.4 | ) | |
|
Acquisition of assets in 2007 by unconsolidated joint ventures
|
(16.1 | ) | ||
| $ | (25.5 | ) | ||
| (1) | The decrease in equity in net income of joint ventures is primarily due to promoted income of $14.3 million earned in 2007, related to the sale of certain joint venture assets. Additional losses aggregating $2.9 million were recorded in 2008 related to impairment charges recorded by the Company’s joint ventures. In 2007, |
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Table of Contents
| the Company’s unconsolidated joint ventures recognized an aggregate gain from the sale of joint venture assets of $96.9 million, of which the Company’s proportionate share was $20.8 million. However, $18.0 million of such amount was deferred due to the Company’s continuing involvement in certain assets. |
| Included in equity in net income of joint ventures is the effect of certain derivative instruments that are marked to market through earnings from the Company’s equity investment in Macquarie DDR Trust aggregating approximately $29.4 million of loss for the year ended December 31, 2008, of which the Company’s proportionate share was $1.7 million. | ||
| In addition to the sale of the DDR Markaz joint venture assets in June 2007, the Company’s unconsolidated joint ventures sold one 25.5% effectively owned shopping center and six sites formerly occupied by Service Merchandise. | ||
| (B) | The Company determined that various of its unconsolidated joint venture investments in 2008 had suffered an “other than temporary impairment” due to the then-continued deterioration of the U.S. capital markets, the lack of liquidity and the related impact on the real estate market and retail industry, which accelerated in the fourth quarter of 2008. A summary of the impairment charges by joint venture investment is as follows for the year ended December 31, 2008 (in millions): |
|
Various Coventry II Fund joint ventures
|
$ | 14.1 | ||
|
DDRTC Core Retail Fund
|
47.3 | |||
|
Macquarie DDR Trust
|
31.7 | |||
|
DDR-SAU Retail Fund
|
9.0 | |||
|
DPG Realty Holdings
|
1.7 | |||
|
Central Park Solon/RO & SW Realty
|
3.2 | |||
| $ | 107.0 | |||
| (C) | Management regularly assesses established reserves and adjusts these reserves when facts and circumstances indicate that a change in estimate is warranted. During 2008, the Company recognized a $17.5 million income tax benefit. Approximately $15.6 million of this amount related to the release of valuation allowances associated with deferred tax assets that were established in prior years. These valuation allowances were previously established due to the uncertainty that the deferred tax assets would be utilizable. Based on the Company’s evaluation of the then-current facts and circumstances, the Company determined that the valuation allowance should be released as it was more likely than not that the deferred tax assets would be utilized in future years. This determination was based upon the increase in fee and miscellaneous other non-real estate-related income that is projected to be recognized and other tax actions within the Company’s TRS. As of December 31, 2008, the Company had no valuation allowances recorded against its deferred tax assets. | |
| In 2007, the Company recognized an aggregate income tax benefit of approximately $14.7 million. In the first quarter, the Company recognized $15.4 million of the benefit as a result of the reversal of a previously established valuation allowance against deferred tax assets. The reserves were related to deferred tax assets established in prior years, at which time it was determined that it was more likely than not that the deferred tax asset would not be realized and, therefore, a valuation allowance was required. Several factors were considered in the first quarter of 2007 that contributed to the reversal of the valuation allowance. The most significant factor was the sale of merchant build assets by the Company’s TRS in the second quarter of 2007 and similar projected taxable gains for future periods. Other factors included the merger of various TRS’ and the anticipated profit levels of the Company’s TRS’, which would facilitate the realization of the deferred tax assets. Based upon these factors, management determined that it was more likely than not that the deferred tax assets would be realized in the future and, accordingly, the valuation allowance recorded against those deferred tax assets was no longer required. |
Discontinued
Operations (in thousands)
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Income from discontinued
operations
(A)
|
$ | 7,955 | $ | 15,379 | $ | (7,424 | ) | (48.3 | )% | |||||||
|
(Loss) gain on disposition of real estate, net of tax
|
(4,830 | ) | 12,259 | (17,089 | ) | (139.4 | ) | |||||||||
| $ | 3,125 | $ | 27,638 | $ | (24,513 | ) | (88.7 | )% | ||||||||
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Table of Contents
| (A) | Included in discontinued operations for the years ended December 31, 2008 and 2007, are 34 properties sold in 2009 (including two properties classified as held for sale at December 31, 2009), aggregating 3.9 million square feet, and 22 properties sold in 2008 (including one business center and one property held for sale at December 31, 2007), aggregating 1.3 million square feet; 67 properties sold in 2007 (including one property held for sale at December 31, 2006; and 22 properties acquired through the IRRETI merger in 2007), aggregating 6.3 million square feet. In addition, included in discontinued operations for the year ended 2008 is $4.6 million in impairment charges. | |
| In September 2008, the Company sold its approximate 56% interest in one of its business centers to its partner for $20.7 million and recorded an aggregate loss of $5.8 million. The Company’s partner exercised its buy-sell rights provided under the joint venture agreement in July 2008, and the Company elected to sell its interest pursuant to the terms of the buy-sell right in mid-August 2008. |
Gain on
Disposition of Real Estate, net (in thousands)
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Gain on disposition of real estate,
net
(A)
|
$ | 6,962 | $ | 68,851 | $ | (61,889 | ) | (89.9 | )% | |||||||
| (A) | Includes the following (in millions): |
|
Year Ended
|
||||||||
| December 31, | ||||||||
| 2008 | 2007 | |||||||
|
Transfer of assets to Domestic Retail
Fund
(1)(2)
|
$ | — | $ | 1.8 | ||||
|
Transfer of assets to TRT DDR Venture
I
(1)(3)
|
— | 50.3 | ||||||
|
Land
sales
(4)
|
6.2 | 14.0 | ||||||
|
Previously deferred gains and other gains and losses on
dispositions
(5)
|
0.8 | 2.8 | ||||||
| $ | 7.0 | $ | 68.9 | |||||
| (1) | These dispositions are not classified as discontinued operations due to the Company’s continuing involvement through its retained ownership interest and management agreements. | |
| (2) | The Company transferred two wholly-owned assets and 54 assets acquired through the merger with IRRETI. The Company did not record a gain on the contribution of 54 assets, as these assets were recently acquired. | |
| (3) | The Company transferred three recently developed assets. | |
| (4) | These dispositions did not meet the criteria for discontinued operations, as the land did not have any significant operations prior to disposition. | |
| (5) | These gains and losses are primarily attributable to the subsequent leasing of units related to master lease and other obligations originally established on disposed properties, which are no longer required. |
Non-controlling
interests
|
For the Years Ended
|
||||||||||||||||
| December 31, | ||||||||||||||||
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Non-controlling
interests
(A)
|
$ | 11,078 | $ | (17,784 | ) | $ | 28,862 | (162.3 | )% | |||||||
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| (A) | Includes the following (in millions): |
| Decrease | ||||
|
Preferred operating partnership
units
(1)
|
$ | 9.7 | ||
|
DDR MDT MV (owned approximately 50% by the
Company)
(2)
|
17.0 | |||
|
Conversion of 0.5 million OP Units to common shares
|
0.9 | |||
|
Net decrease in net income from consolidated joint venture
investments
|
1.3 | |||
| $ | 28.9 | |||
| (1) | Preferred operating partnership units (“Preferred OP Units”) were issued in February 2007 as part of the financing of the IRRETI merger. These units were redeemed in June 2007. | |
| (2) | Primarily as a result of the write-off of straight-line rent and impairment charges on the assets of this joint venture. See discussion above. |
Net
(Loss) Income attributable to DDR (in thousands)
| 2008 | 2007 | $ Change | % Change | |||||||||||||
|
Net (loss) income attributable to DDR
|
$ | (71,930 | ) | $ | 264,942 | $ | (336,872 | ) | (127.1 | )% | ||||||
The decrease in net income attributable to DDR for the year
ended December 31, 2008, is primarily the result of
non-cash impairment charges recorded relating to the
Company’s consolidated real estate assets including
discontinued operations as well as its unconsolidated joint
venture investments aggregating $169.2 million, net of
amounts applicable to non-controlling interests, a non-cash
charge of $15.8 million related to the termination of an
equity award plan, and costs incurred of $28.3 million
related to abandoned projects, transaction costs and other
expenses partially offset by a gain on the repurchase of the
Company’s senior notes of $10.5 million and lower
transactional income earned during the same period in 2007
relating to the transfer of 62 assets to unconsolidated joint
venture interests and the sale of 67 assets to third parties in
2007. A summary of the changes in net income attributable to DDR
in 2008 compared to 2007 is as follows (in millions):
|
Decrease in net operating revenues (total revenues in excess of
operating and maintenance expenses and real estate
taxes)
(A)
|
$ | (20.2 | ) | |
|
Increase in consolidated impairment charges
|
(75.3 | ) | ||
|
Increase in general and administrative
expenses
(B)
|
(16.5 | ) | ||
|
Increase in depreciation expense
|
(31.7 | ) | ||
|
Decrease in interest
income
(C)
|
(3.3 | ) | ||
|
Decrease in interest expense
|
12.0 | |||
|
Increase in gain on repurchase of senior notes
|
10.5 | |||
|
Change in other expense
|
(25.2 | ) | ||
|
Decrease in equity in net income of joint
ventures
(D)
|
(25.5 | ) | ||
|
Increase in impairment of joint ventures investments
|
(107.0 | ) | ||
|
Increase in income tax benefit
|
2.8 | |||
|
Decrease in income from discontinued operations
|
(7.4 | ) | ||
|
Decrease in gain on disposition of real estate of discontinued
operations properties
|
(17.1 | ) | ||
|
Decrease in gain on disposition of real estate
|
(61.9 | ) | ||
|
Decrease in non-controlling interest expense
|
28.9 | |||
|
Decrease in net income attributable to DDR
|
$ | (336.9 | ) | |
| (A) | Decrease primarily related to assets sold to joint ventures in 2007 and increased level of bad debt expense. | |
| (B) | Includes non-cash charge of $15.8 million relating to the termination of an equity award plan. | |
| (C) | Increase primarily related to the IRRETI merger. |
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| (D) | Decrease primarily due to a reduction of promoted income associated with 2007 joint venture asset sales and impairment charges at two unconsolidated joint ventures in 2008. |
FUNDS
FROM OPERATIONS
The Company believes that FFO, which is a non-GAAP financial
measure, provides an additional and useful means to assess the
financial performance of REITs. FFO is frequently used by
securities analysts, investors and other interested parties to
evaluate the performance of REITs, most of which present FFO
along with net income attributable to DDR as calculated in
accordance with GAAP.
FFO is intended to exclude GAAP historical cost depreciation and
amortization of real estate and real estate investments, which
assumes that the value of real estate assets diminishes ratably
over time. Historically, however, real estate values have risen
or fallen with market conditions, and many companies utilize
different depreciable lives and methods. Because FFO excludes
depreciation and amortization unique to real estate, gains and
certain losses from depreciable property dispositions, and
extraordinary items, it provides a performance measure that,
when compared year over year, reflects the impact on operations
from trends in occupancy rates, rental rates, operating costs,
acquisition and development activities, and interest costs. This
provides a perspective of the Company’s financial
performance not immediately apparent from net income determined
in accordance with GAAP.
FFO is generally defined and calculated by the Company as net
income (loss), adjusted to exclude (i) preferred share
dividends, (ii) gains from disposition of depreciable real
estate property, except for those properties sold through the
Company’s merchant building program, which are presented
net of taxes, and those gains that represent the recapture of a
previously recognized impairment charge,
(iii) extraordinary items and (iv) certain non-cash
items. These non-cash items principally include real property
depreciation, equity income (loss) from joint ventures and
equity income (loss) from non-controlling interests, and adding
the Company’s proportionate share of FFO from its
unconsolidated joint ventures and non-controlling interests,
determined on a consistent basis.
For the reasons described above, management believes that FFO
provides the Company and investors with an important indicator
of the Company’s operating performance. It provides a
recognized measure of performance other than GAAP net income,
which may include non-cash items (often significant). Other real
estate companies may calculate FFO in a different manner.
This measure of performance is used by the Company for several
business purposes and by other REITs. The Company uses FFO in
part (i) as a measure of a real estate asset’s
performance, (ii) to shape acquisition, disposition and
capital investment strategies and (iii) to compare the
Company’s performance to that of other publicly traded
shopping center REITs.
Management recognizes FFO’s limitations when compared to
GAAP’s income from continuing operations. FFO does not
represent amounts available for needed capital replacement or
expansion, debt service obligations, or other commitments and
uncertainties. Management does not use FFO as an indicator of
the Company’s cash obligations and funding requirements for
future commitments, acquisitions or development activities. FFO
does not represent cash generated from operating activities in
accordance with GAAP and is not necessarily indicative of cash
available to fund cash needs, including the payment of
dividends. FFO should not be considered an alternative to net
income (computed in accordance with GAAP) or as an alternative
to cash flow as a measure of liquidity. FFO is simply used as an
additional indicator of the Company’s operating performance.
In 2009, FFO attributable to DDR common shareholders was a loss
of $144.6 million, as compared to income of
$169.7 million in 2008 and $453.9 million in 2007. The
net loss for the year ended December 31, 2009, is primarily
the result of $442.8 million of net non-operating charges,
as detailed below, in addition to several major tenant
bankruptcies, the release of an approximate $16 million
deferred tax allowance in 2008 and the impact of asset sales
associated with the Company’s deleveraging efforts.
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| For the Years Ended | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Net (loss) income attributable to DDR common
shareholders
(A)
|
$ | (398,862 | ) | $ | (114,199 | ) | $ | 214,008 | ||||
|
Depreciation and amortization of real estate investments
|
224,207 | 236,344 | 214,396 | |||||||||
|
Equity in net loss (income) of joint ventures
|
9,306 | (17,719 | ) | (43,229 | ) | |||||||
|
Joint ventures’
FFO
(B)
|
43,665 | 68,355 | 84,423 | |||||||||
|
Non-controlling interests (OP Units)
|
175 | 1,145 | 2,275 | |||||||||
|
Gain on disposition of depreciable real
estate
(C)
|
(23,123 | ) | (4,244 | ) | (17,956 | ) | ||||||
|
FFO attributable to DDR common shareholders
|
(144,632 | ) | 169,682 | 453,917 | ||||||||
|
Preferred share dividends
|
42,269 | 42,269 | 50,934 | |||||||||
|
Total FFO
|
$ | (102,363 | ) | $ | 211,951 | $ | 504,851 | |||||
| (A) | Includes straight-line rental revenues of approximately $4.3 million, $8.0 million and $12.1 million in 2009, 2008 and 2007, respectively (including discontinued operations). In addition, includes straight-line ground rent expense of approximately $1.9 million, $1.8 million and $1.7 million in 2009, 2008 and 2007, respectively (including discontinued operations). | |
| (B) | Joint ventures’ FFO is summarized as follows (in thousands): |
| For the Years Ended | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Net (loss)
income
(1)
|
$ | (494,955 | ) | $ | 24,951 | $ | 169,195 | |||||
|
Depreciation and amortization of real estate investments
|
245,000 | 241,651 | 193,437 | |||||||||
|
Gain on disposition of real estate, net
|
(843 | ) | (7,350 | ) | (91,111 | ) | ||||||
| $ | (250,798 | ) | $ | 259,252 | $ | 271,521 | ||||||
|
DDR ownership
interest
(2)
|
$ | 43,665 | $ | 68,355 | $ | 84,423 | ||||||
| (1) | Includes straight-line rental revenues of $2.7 million, $6.3 million and $9.3 million in 2009, 2008 and 2007, respectively. The Company’s proportionate share of straight-line rental revenues was $0.2 million, $0.8 million and $1.4 million in 2009, 2008 and 2007, respectively. These amounts include discontinued operations. | |
| (2) | The Company’s share of joint venture equity in net loss was decreased by $24.8 million for the year ended December 31, 2009. The Company’s share of joint venture equity in net income was increased by $0.4 million and reduced by $1.2 million for the years ended December 31, 2008 and 2007, respectively. These amounts are related to basis differences in depreciation and adjustments to gain on sales. During the year ended December 31, 2007, the Company received $14.3 million of promoted income, of which $13.6 million related to the sale of assets from DDR Markaz to the Domestic Retail Fund, which is included in the Company’s proportionate share of net income and FFO. |
| At December 31, 2009, 2008 and 2007, the Company owned unconsolidated joint venture interests relating to 274, 329 and 317 operating shopping center properties, respectively. | ||
| (C) | The amount reflected as gain on disposition of real estate and real estate investments from continuing operations in the consolidated statements of operations includes residual land sales, which management considers to be the disposition of non-depreciable real property and the sale of newly developed shopping centers, for which the Company maintained continuing involvement. These dispositions are included in the Company’s FFO and, therefore, are not reflected as an adjustment to FFO. For the years ended December 31, 2009, 2008 and 2007, net gains resulting from residual land sales aggregated $4.8 million, $6.2 million and $14.0 million, respectively. For the years ended December 31, 2009, 2008 and 2007, merchant building gains, net of tax, aggregated $0.5 million, $0.4 million and $49.1 million, respectively. |
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The Company incurred the following net non-operating charges for
the years ended December 31, 2009 and 2008, aggregating
$442.8 million and $217.8 million, respectively,
summarized as follows (in millions):
| For the Years Ended | ||||||||
| 2009 | 2008 | |||||||
|
Loss on equity derivative instruments related to Otto investment
|
$ | 199.8 | $ | — | ||||
|
Impairment charges — consolidated and equity method
investments
|
265.2 | 182.2 | ||||||
|
Consolidated impairment charges and loss on sales included in
discontinued operations
|
117.6 | 15.3 | ||||||
|
Less portion of impairment charges and losses allocated to
non-controlling interests (primarily DDR MDT MV)
|
(35.2 | ) | (18.7 | ) | ||||
|
Change in control and termination of an equity award plan
compensation charges
|
15.4 | 15.8 | ||||||
|
Debt extinguishment costs, net loan loss reserve and other
expenses offset by gain on sale of MDT units
|
30.0 | 27.1 | ||||||
|
Impairment charges, derivative (gains)/losses and losses on
asset sales — equity method investments
|
19.0 | 6.6 | ||||||
|
Gain on redemption of joint venture interests
|
(23.9 | ) | — | |||||
|
Gain on repurchase of unsecured notes
|
(145.1 | ) | (10.5 | ) | ||||
|
Total non-operating items
|
$ | 442.8 | $ | 217.8 | ||||
|
FFO attributable to DDR common shareholders
|
(144.6 | ) | 169.7 | |||||
|
Operating FFO
|
$ | 298.2 | $ | 387.5 | ||||
FFO excluding the net non-operating charges detailed above, or
Operating FFO, is useful to investors as the Company removes
these net charges to analyze the results of its operations and
assess performance of the core operating real estate portfolio.
The Company did not report any significant net non-operating
charges in 2007, and, as a result, Operating FFO approximated
FFO.
During 2008, due to the volatility and volume of significant and
unusual accounting charges and gains recorded in the
Company’s operating results, management began computing
Operating FFO and discussing it with the users of the
Company’s financial statements, in addition to other
measures such as net loss determined in accordance with GAAP and
FFO. The Company believes that FFO excluding the net
non-operating charges and gains detailed above, or Operating
FFO, along with reported GAAP measures, enables management to
analyze the results of its operations and asset performance of
its operating real estate and also may be useful to investors.
Prior to 2008, the Company did not determine Operating FFO as
its Operating FFO generally approximated FFO due to the greater
stability and consistency in its operations. The Company will
continue to evaluate the usefulness and relevance of the
reported Non-GAAP measures, and such reported measures could
change. Additionally, the Company provides no assurances that
these charges and gains are non-recurring, and could be
reasonably expected to recur in its future results of operations.
Operating FFO is a non-GAAP financial measure, and as described
above, its use combined with the required primary GAAP
presentations, has been beneficial to management in improving
the understanding of its operating results among the investing
public and making comparisons of other REITs operating results
to the Company’s more meaningful. The adjustments above may
not be comparable to what others REITs or real estate companies
may do to their results of operations, and differs from
NAREIT’s definition of FFO.
Operating FFO has the same limitations as FFO as described above
and should not be considered as an alternative to net income
(determined in accordance with GAAP) as an indication of our
performance. Operating FFO does not represent cash generated
from operating activities determined in accordance with GAAP,
and is not a measure of liquidity or an indicator of our ability
to make cash distributions. The Company believes that to further
understand its performance, Operating FFO should be compared
with the Company’s reported net loss and considered in
addition to cash flows in accordance with GAAP, as presented in
its consolidated financial statements.
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LIQUIDITY
AND CAPITAL RESOURCES
The Company relies on capital to buy, develop and improve its
shopping center properties. Events in 2008 and early 2009,
including failures and near-failures of a number of large
financial services companies, have made the capital markets
increasingly volatile. The Company periodically evaluates
opportunities to issue and sell additional debt or equity
securities, obtain credit facilities from lenders, or
repurchase, refinance or otherwise restructure long-term debt
for strategic reasons, or to further strengthen the financial
position of the Company.
The Company maintains an unsecured revolving credit facility
with a syndicate of financial institutions, for which JP Morgan
Securities, Inc. serves as the administrative agent (the
“Unsecured Credit Facility”). The Unsecured Credit
Facility provides for borrowings of $1.25 billion if
certain financial covenants are maintained and an accordion
feature for a future expansion to $1.4 billion upon the
Company’s request, provided that new or existing lenders
agree to the existing terms of the facility and increase their
commitment level, and a maturity date of June 2010, with a
one-year extension option. The Company also maintains a
$75 million unsecured revolving credit facility with PNC
Bank, National Association (together with the Unsecured Credit
Facility, the “Revolving Credit Facilities”). This
facility has a maturity date of June 2010, with a one-year
extension option at the option of the Company subject to certain
customary closing conditions. The Revolving Credit Facilities
and the indentures under which the Company’s senior and
subordinated unsecured indebtedness is, or may be, issued
contain certain financial and operating covenants and require
the Company to comply with certain covenants including, among
other things, leverage ratios, debt service coverage and fixed
charge coverage ratios, as well as limitations on the
Company’s ability to incur secured and unsecured
indebtedness, sell all or substantially all of the
Company’s assets, and engage in mergers and certain
acquisitions. These credit facilities and indentures also
contain customary default provisions including the failure to
make timely payments of principal and interest payable
thereunder, the failure to comply with the Company’s
financial and operating covenants, the occurrence of a material
adverse effect on the Company, and the failure to pay when due
any other Company consolidated indebtedness (including
non-recourse obligations) in excess of $50 million. In the
event our lenders declare a default, as defined in the
applicable loan documentation, this could result in our
inability to obtain further funding
and/or
an
acceleration of any outstanding borrowings.
As of December 31, 2009, the Company was in compliance with
all of its financial covenants. However, due to the economic
environment, the Company has less financial flexibility than
desired given the current market dislocation. The Company’s
current business plans indicate that it will be able to operate
in compliance with these covenants in 2010 and beyond. If there
is a continued decline in the retail and real estate industries
and a decline in consumer confidence leading to a decline in
consumer spending
and/or
the
Company is unable to successfully execute its plans, the Company
could violate these covenants, and as a result may be subject to
higher finance costs and fees
and/or
accelerated maturities. In addition, certain of the
Company’s credit facilities and indentures permit the
acceleration of the maturity of the underlying debt in the event
certain other debt of the Company has been accelerated.
Furthermore, a default under a loan to the Company or its
affiliates, a foreclosure on a mortgaged property owned by the
Company or its affiliates or the inability to refinance existing
indebtedness may have a negative impact on the Company’s
financial condition, cash flows and results of operations. These
facts, and an inability to predict future economic conditions,
have encouraged the Company to adopt a strict focus on lowering
leverage and increasing financial flexibility.
At December 31, 2009, the following information summarizes
the availability of the Revolving Credit Facilities (in
billions):
|
Revolving Credit Facilities
|
$ | 1.325 | ||
|
Less:
|
||||
|
Amount outstanding
|
(0.775 | ) | ||
|
Unfunded Lehman Brothers Holdings Commitment
|
(0.008 | ) | ||
|
Letters of credit
|
(0.020 | ) | ||
|
Amount available
|
$ | 0.522 | ||
As of December 31, 2009, the Company had cash and line of
credit availability aggregating $0.6 billion. As of
December 31, 2009, the Company also had 242 unencumbered
consolidated operating properties generating
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Table of Contents
$368.7 million, or 43.9%, of the total revenue of the
Company for the year ended December 31, 2009, thereby
providing a potential collateral base for future borrowings or
to sell to generate cash proceeds, subject to consideration of
the financial covenants on unsecured borrowings.
The Company anticipates that cash flow from operating activities
will continue to provide adequate capital for all scheduled
interest and monthly principal payments on outstanding
indebtedness, recurring tenant improvements and dividend
payments in accordance with REIT requirements.
The Company is committed to prudently managing and minimizing
discretionary operating and capital expenditures and raising the
necessary equity and debt capital to maximize liquidity, repay
outstanding borrowings as they mature and comply with financial
covenants in 2010 and beyond. The Company has already
implemented several steps integral to the successful execution
of its plans to raise additional equity and debt capital through
a combination of retained capital, the issuance of common
shares, debt financing and refinancing, and asset sales.
Although the Company has made considerable progress during 2009
in implementing the steps to address its objectives of reducing
leverage, improving liquidity, and continuing to comply with its
covenants and repay obligations as they become due, certain
transactions may not close as anticipated, or at all and,
therefore, there can be no assurances that the Company will be
able to execute these plans, which could adversely impact the
Company’s operations, including its ability to remain
compliant with its covenants.
Part of the Company’s overall strategy includes addressing
debt maturing in 2010 and years following. As part of this
strategy, in February 2010, the Company issued and sold 42.9
million common shares in an underwritten offering. Net proceeds
from the sale of the common shares of approximately $338.1
million were utilized to repay debt. In January and February
2010, the Company used its continuous equity program to sell
approximately 5.0 million common shares generating an
additional $46.1 million in net proceeds that were also used to
repay debt. In February 2010, the Company announced the
commencement of a cash tender offer for any and all of its
outstanding 5.00% senior notes due 2010, any and all of its
4.625% senior notes due 2010 and any and all of its outstanding
5.25% senior notes due 2011. The Company expects to utilize its
availability under the revolving credit facilities to fund the
tender. The Company may issue long-term debt to repay all or a
portion of the borrowings drawn on its revolving credit
facilities.
The Company has been very careful to balance the amount and
timing of its debt maturities. The Company continually evaluates
its debt maturities, and based on management’s current
assessment, believes it has viable financing and refinancing
alternatives that may materially affect its expected financial
results as interest rates in the future will likely be higher
than current rates. Although the credit environment has become
much more difficult since the third quarter of 2008, the Company
continues to pursue opportunities with the largest
U.S. banks, select life insurance companies, certain local
banks and some international lenders. The approval process from
the lenders has slowed, but lenders are continuing to execute
financing agreements. While pricing and
loan-to-value
ratios remain dependent on specific deal terms, in general,
pricing spreads have declined and
loan-to-values
ratios are lower than historic norms but better than the past
year. Moreover, the Company continues to look beyond 2010 to
ensure that the Company is prepared if the current credit market
dislocation continues (see Contractual Obligations and Other
Commitments).
At December 31, 2009, the Company’s 2010 debt
maturities consist of $328.7 million of unsecured notes, of
which $151.3 million mature in May 2010 and
$177.4 million mature in August 2010; $327.5 million
of consolidated mortgage debt; $26.2 million of
construction loans; $775.0 million of Unsecured Revolving
Credit Facilities (subject to extension as described above); and
$842.8 million of unconsolidated joint venture mortgage
debt (of which the Company’s proportionate share is
$240.9 million). The Company’s Unsecured Revolving
Credit Facilities allow for a one-year extension option at the
option of the Company to June 2011. The Company repaid
approximately $10.0 million of the 2010 mortgage debt
maturities in February 2010. At December 31, 2009, the
Company’s unconsolidated joint venture mortgage debt,
attributable to the Coventry II Fund assets (see Coventry II
Fund discussion above) that matured in 2009 and is maturing in
2010 aggregated $84.7 million and $310.7 million,
respectively (of which the Company’s proportionate share is
$9.1 million and $47.7 million, respectively). At
December 31, 2009, the remainder of the Company’s
unconsolidated joint venture mortgage debt maturing in 2010
aggregated $532.1 million, of which the Company’s
proportionate share is approximately $193.2 million.
These obligations generally require monthly payments of
principal
and/or
interest over the term of the obligation. In light of the
current economic conditions, no assurance can be provided that
the aforementioned
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Table of Contents
obligations will be refinanced or repaid as currently
anticipated. Also, additional financing may not be available at
all or on terms favorable to the Company (see Contractual
Obligations and Other Commitments).
The Company’s core business of leasing space to
well-capitalized retailers continues to perform well, as the
Company’s primarily discount-oriented tenants gain market
share from retailers offering higher price points and offering
more discretionary goods. These long-term leases generate
consistent and predictable cash flow after expenses, interest
payments and preferred share dividends. This capital is
available for use at the Company’s discretion for
investment, debt repayment, share repurchases and the payment of
dividends on the common shares.
The Company’s cash flow activities are summarized as
follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Cash flow provided by operating activities
|
$ | 228,948 | $ | 392,002 | $ | 420,745 | ||||||
|
Cash flow provided by (used for) investing activities
|
150,884 | (468,572 | ) | (1,162,287 | ) | |||||||
|
Cash flow (used for) provided by financing activities
|
(381,361 | ) | 56,235 | 763,333 | ||||||||
Operating Activities:
The decrease in cash
flow from operating activities in 2009 as compared to 2008 is
primarily due to a decrease in the level of distributions from
the Company’s unconsolidated joint ventures and the impact
from the previously discussed bankruptcies and asset
dispositions.
Investing Activities:
The change in cash flow
from investing activities in 2009 as compared to 2008 is
primarily due to a reduction in spending for redevelopment and
ground-up
development projects, as well as an increase in the level of
proceeds generated from asset dispositions.
Financing Activities:
The change in cash flow
from financing activities in 2009 as compared to 2008 is
primarily due to debt repurchases partially offset by a
reduction in the cash dividends paid in 2009 and increased
proceeds from the issuance of common shares and senior notes.
The Company satisfied its REIT requirement of distributing at
least 90% of ordinary taxable income with declared common and
preferred share dividends of $106.8 million in 2009, as
compared to $290.9 million and $371.0 million of cash
dividends in 2008 and 2007, respectively. Accordingly, federal
income taxes have not been incurred within the REIT for 2009.
The Company declared a quarterly dividend of $0.20 per common
share for the first and second quarters of 2009, payable in
either cash or common shares at the election of shareholders,
provided that the dividends payable in cash could not exceed 10%
of the aggregate dividend. The Company paid a third and fourth
quarter dividend of $0.02 per common share payable entirely in
cash. The Company will continue to monitor the 2010 dividend
policy and provide for adjustments as determined in the best
interest of the Company and its shareholders, to maximize the
Company’s free cash flow, while still adhering to REIT
payout requirements.
SOURCES
AND USES OF CAPITAL
2009
Activity
Strategic
Transactions
Otto
Transaction
On February 23, 2009, the Company entered into a stock
purchase agreement (the “Stock Purchase Agreement”)
with Mr. Alexander Otto (the “Investor”) to issue
and sell 30.0 million common shares to the Investor and
certain members of the Otto family (collectively with the
Investor, the “Otto Family”) for aggregate gross
proceeds of approximately $112.5 million. In addition, the
Company issued warrants to purchase up to 10.0 million
common shares with an exercise price of $6.00 per share to the
Otto Family. Under the terms of the Stock Purchase Agreement,
the Company issued additional common shares to the Otto Family
in an amount equal to dividends payable in shares declared by
the Company after February 23, 2009 and prior to the
applicable closing of the stock purchase to the extent payable
in common shares which the dividend is payable to all
shareholders all or in part with Company stock. The share
issuances, together with the warrant issuances, are collectively
referred to as the “Otto Transaction.”
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On April 9, 2009, the Company’s shareholders approved
the sale of the common shares and warrants to the Otto Family
pursuant to the Otto Transaction. The transaction occurred in
two closings. In May 2009, the Company issued and sold
15.0 million common shares and warrants to purchase
5.0 million common shares to the Otto Family for a purchase
price of $52.5 million. In September 2009, the Company
issued and sold 15.0 million common shares and warrants to
purchase 5.0 million common shares to the Otto Family for a
purchase price of $60.0 million. The Company also issued an
additional 1,071,428 common shares as a result of the first
quarter 2009 dividend to the Otto Family, associated with the
initial 15.0 million common shares, and 1,787,304 common
shares, as a result of the first and second quarter 2009
dividends to the Otto Family associated with the second
15.0 million common shares. As a result, the Company issued
32.8 million common shares and warrants to purchase
10.0 million common shares to the Otto Family in 2009.
The shareholders’ approval of the Otto Transaction in April
2009 resulted in a “potential change in control” under
the Company’s equity-based award plans. In addition, in
September 2009 as a result of the second closing in which the
Otto Family acquired beneficial ownership of more than 20% of
the Company’s outstanding common shares, a “change in
control” was deemed to have occurred under the
Company’s equity deferred compensation plans. In accordance
with the equity-based award plans, all unvested stock options
became fully exercisable and all restrictions on unvested shares
lapsed, and, in accordance with the equity deferred compensation
plans, all unvested deferred stock units vested and were no
longer subject to forfeiture. As such, the Company recorded
charges for the year ended December 31, 2009, of
$15.4 million.
The equity forward commitments and warrants are considered
derivatives. However, the equity forward commitments and
warrants did not qualify for equity treatment due to the
existence of downward price protection provisions. As a result,
both instruments were required to be recorded at fair value as
of the shareholder approval date of April 9, 2009, and
marked-to-market
through earnings as of each balance sheet date thereafter until
exercise or expiration. Accordingly, the Company reported an
aggregate non-cash loss of $199.8 million relating to the
valuation adjustments associated with these instruments for the
year ended December 31, 2009.
DDR
Macquarie Fund
In 2003, the Company entered into a joint venture with Macquarie
DDR Trust (ASX: MDT) (“MDT”), which is managed by an
affiliate of Macquarie Group Limited (ASX: MQG), an
international investment bank, advisor and manager of
specialized real estate funds, focusing on acquiring ownership
interests in institutional-quality community center properties
in the United States (“DDR Macquarie Fund”). MDT is
governed by a board of directors that includes three members
selected by DDR, three members selected by MQG and three
independent members. The Company has been engaged to provide
day-to-day
operations of the properties and receives fees at prevailing
rates for property management, leasing, construction management,
acquisitions, due diligence, dispositions (including outparcel
dispositions) and financing.
During December 2008, the Company and MDT modified certain terms
of their investment that provided for the redemption of the
Company’s interest with properties in the MDT US LLC in
lieu of cash or MDT shares. In October 2009, the MDT unitholders
approved the redemption of the Company’s interest in the
MDT US LLC joint venture. A 100% interest in three shopping
center assets was transferred to the Company in October 2009 in
exchange for its approximate 14.5% ownership interest and,
assumption of $65.3 million of non-recourse debt, and an
initial cash payment of $1.6 million was made to the DDR
Macquarie Fund. The redemption transaction was effectively
considered a business combination. As a result, the real estate
assets received were recorded at fair value, and a
$23.5 million gain was recognized relating to the
difference between the fair value of the net assets received as
compared to the Company’s
then-investment
basis in the joint venture. The Company remains the joint
manager for MDT and continues to lease and manage the remaining
assets in the DDR Macquarie Fund and earn fees for those
services.
The Company believes this transaction will simplify the
ownership structure of the joint venture and enhance flexibility
for both DDR and MDT and lower the Company’s leverage. As a
result of this transaction, the Company’s proportionate
share of unconsolidated joint venture debt was reduced by
approximately $146 million, offset by the assumption of
debt by the Company of approximately $65.3 million
resulting in an overall reduced leverage of approximately
$80 million.
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Table of Contents
Macquarie
DDR Trust
In the third quarter of 2009, the Company liquidated its
investment in MDT for aggregate proceeds of $6.4 million.
The Company recorded a gain on sale of these units of
approximately $2.7 million for the year ended
December 31, 2009, which is included in other income on the
consolidated statement of operations. During 2008, the Company
recognized an other than temporary impairment charge of
approximately $31.7 million on this investment.
Dispositions
As part of the Company’s deleveraging and portfolio
management strategy, the Company is actively marketing non-prime
assets for sale. The Company considers prime assets as those
assets that the Company intends to hold for a long term and not
offer for sale to a third party. Opportunities for large
portfolio asset sales are not occurring as frequently;
therefore, the Company is focusing on selling
single-tenant
assets and smaller shopping centers. For certain real estate
assets, both wholly-owned and unconsolidated, in which the
Company has entered into agreements and are subject to
contingencies subsequent to December 31, 2009, a loss of
approximately $5.7 million could be recorded by the Company
if all such sales were consummated on the terms currently being
negotiated. The Company evaluates all potential sale
opportunities taking into account the long-term growth prospects
of assets being sold, the use of proceeds and the impact to the
Company’s balance sheet including financial covenants, in
addition to the impact on operating results. As a result, it is
possible that additional assets could be sold for a loss after
taking into account the above considerations.
In 2009, the Company sold the following properties:
|
Company-Owned
|
Sales
|
|||||||||||
|
Square Feet
|
Price
|
Net (Loss)
|
||||||||||
|
Location
|
(Thousands) | (Millions) | (Millions) | |||||||||
|
Shopping Center
Properties
(A)
|
3,871 | $ | 332.7 | $ | (24.5 | ) | ||||||
| (A) | The Company sold 34 shopping center properties in various states. The net loss excludes the impact of $74.1 million in related impairment charges. |
In 2009, the Company’s unconsolidated joint ventures sold
the following properties, excluding those purchased by other
unconsolidated joint venture interests:
|
Company’s
|
Company-
|
Company’s
|
||||||||||||
|
Effective
|
Owned Square
|
Sales
|
Proportionate
|
|||||||||||
|
Ownership
|
Feet
|
Price
|
Share of Loss
|
|||||||||||
|
Location
|
Percentage | (Thousands) | (Millions) | (Millions) (A) | ||||||||||
|
DPG Realty Holding (2 assets)
|
10.0% | 163.0 | $ | 10.1 | $ | (0.3 | ) | |||||||
|
DDR Macquarie Fund (8 assets)
|
14.5% | 1,750.5 | 118.3 | (0.7 | ) | |||||||||
|
Service Holdings (2 assets)
|
20.0% | 136.9 | 12.7 | (0.5 | ) | |||||||||
|
Coventry II DDR Ward Parkway
|
20.0% | 388.4 | — | (5.8 | ) | |||||||||
| 2,438.8 | $ | 141.1 | $ | (7.3 | ) | |||||||||
| (A) | The Company’s proportionate share of loss was reduced by the impairment charges recorded against the Company’s investment in such joint venture. |
Acquisitions,
Developments, Redevelopments and Expansions
During the year ended December 31, 2009, the Company and
its unconsolidated joint ventures expended an aggregate of
approximately $635.9 million ($331.8 million by the
Company, (which includes the acquisition of assets that were
generally in exchange for a partnership interest and did not
involve the use of cash), and $304.1 million by its
unconsolidated joint ventures), before deducting sales proceeds,
to acquire, develop, expand, improve and re-tenant various
properties. The Company’s development, redevelopment and
expansion activity is summarized below.
The Company expects to continue to reduce its spending in 2010
for developments and redevelopments, both for consolidated and
unconsolidated projects, as the Company considers this funding
to be discretionary spending. The Company does not anticipate
expending a significant amount of funds on joint venture
development projects in 2010. One of the important benefits of
the Company’s asset class is the ability to phase
development projects over
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Table of Contents
time until appropriate leasing levels can be achieved. To
maximize the return on capital spending and balance the
Company’s de-leveraging strategy, the Company has revised
its investment criteria thresholds. The revised underwriting
criteria include a higher
cash-on-cost
project return threshold, a longer
lease-up
period and a higher stabilized vacancy rate. The Company applies
this revised strategy to both its consolidated and certain
unconsolidated joint ventures which own assets under development
as the Company has significant influence and, in some cases,
approval rights over decisions relating to capital expenditures.
Development
(Wholly-Owned and Consolidated Joint Ventures)
At December 31, 2009, approximately $323.7 million of
costs were incurred in relation to the Company’s three
wholly-owned and consolidated joint venture development projects
substantially completed and three projects under construction.
The Company currently has the following wholly-owned and
consolidated joint venture shopping center projects under
construction:
|
Expected
|
||||||||||
|
Owned
|
Net Cost
|
|||||||||
|
Location
|
GLA | ($ Millions) |
Description
|
|||||||
|
Boise (Nampa), Idaho
|
431,689 | $ | 25.3 | Community Center | ||||||
|
Boston (Norwood), Massachusetts
|
56,343 | 4.1 | Community Center | |||||||
|
Austin (Kyle),
Texas
(A)
|
443,092 | 16.5 | Community Center | |||||||
|
Total
|
931,124 | $ | 45.9 | |||||||
| (A) | Consolidated 50% joint venture. |
In addition to these current developments, several of which will
be phased in, the Company and its joint venture partners intend
to commence construction on various other developments,
including several international projects, only after substantial
tenant leasing has occurred, acceptable construction financing
is available and equity capital contributions can be funded.
The wholly-owned and consolidated joint venture development
estimated funding schedule, net of reimbursements, as of
December 31, 2009, is as follows (in millions):
|
Funded as of December 31, 2009
|
$ | 323.7 | ||
|
Projected net funding during 2010
|
28.1 | |||
|
Projected net funding thereafter
|
23.5 | |||
|
Total
|
$ | 375.3 | ||
Redevelopments
and Expansions (Wholly-Owned and Consolidated Joint
Ventures)
The Company is currently expanding/redeveloping a wholly-owned
shopping center in Miami (Plantation), Florida, at a projected
aggregate net cost of approximately $89.4 million. At
December 31, 2009, approximately $78.2 million of
costs had been incurred in relation to the redevelopment of this
project.
2008
Activity
Strategic
Real Estate Transactions
DDR MDT
Trust
In February 2008, the Company began purchasing units of MDT, its
joint venture partner in the DDR Macquarie Fund. Through the
combination of its purchase of the units in MDT (8.3% ownership
on a weighted-average basis for the year ended December 31,
2008, and 12.3% ownership as of December 31, 2008) and
its 14.5% direct and indirect ownership of the DDR Macquarie
Fund, DDR had an approximate 25.0% effective economic interest
in the DDR Macquarie Fund as of December 31, 2008. Through
December 31, 2008, as described in filings with the
Australian Securities Exchange (“ASX Limited”), the
Company had purchased an aggregate 115.7 million units of
MDT in open market transactions at an aggregate cost of
approximately $43.4 million. As the Company’s direct
and indirect investments in MDT and the DDR Macquarie Fund gave
it the ability to exercise significant
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Table of Contents
influence over operating and financial policies, the Company
accounted for its interest in both MDT and the DDR Macquarie
Fund using the equity method of accounting.
At December 31, 2008, the market price of the MDT shares as
traded on the ASX Limited was $0.04 per share, as compared to
$0.25 per share at September 30, 2008. This represented a
decline of over 80% in value in the fourth quarter of 2008. Due
to the significant decline in the unit value of this investment,
as well as the then continued deterioration of the global
capital markets and the related impact on the real estate market
and retail industry, the Company determined that the loss in
value was other than temporary. Accordingly, the Company
recorded an impairment charge of approximately
$31.7 million related to this investment reducing its
investment in MDT to $4.8 million at December 31,
2008. This investment was liquidated in 2009 for a gain of $2.7
million (see 2009 Strategic Transactions).
Dispositions
In 2008, the Company sold the following properties:
|
Company-Owned
|
Sales
|
|||||||||||
|
Square Feet
|
Price
|
Net Gain/(Loss)
|
||||||||||
|
Location
|
(Thousands) | (Millions) | (Millions) | |||||||||
|
Shopping Center
Properties
(A)
|
981 | $ | 111.8 | $ | 1,330 | |||||||
|
Business Center
Properties
(B)
|
291 | 20.7 | (5,819 | ) | ||||||||
| 1,272 | $ | 132.5 | $ | (4,489 | ) | |||||||
| (A) | The Company sold 21 shopping center properties in various states. | |
| (B) | Represents the sale of a consolidated joint venture asset. The Company’s ownership was 55.84% and the amount reflected above represents the proceeds received by the Company. |
2007
Activity
Strategic
Real Estate Transactions
Inland Retail Real Estate Trust, Inc.
On February 27, 2007, the Company acquired IRRETI through a
merger with a subsidiary. The Company acquired all of the
outstanding shares of IRRETI for a total merger consideration of
$14.00 per share, of which $12.50 per share was funded in cash
and $1.50 per share in the form of DDR common shares. As a
result, the Company issued 5.7 million of DDR common shares
to the IRRETI shareholders with an aggregate value of
approximately $394.2 million.
The IRRETI merger was initially recorded at a total cost of
approximately $6.2 billion. Real estate related assets of
approximately $3.1 billion were recorded by the Company,
and approximately $3.0 billion were recorded by the joint
venture with TIAA-CREF (“DDRTC Core Retail Fund”). The
IRRETI real estate portfolio consisted of 315 community shopping
centers, neighborhood shopping centers and single-tenant/net
leased retail properties, comprising approximately
35.2 million square feet of total GLA, of which 66 shopping
centers comprising approximately 15.6 million square feet
of total GLA are in the joint venture with TIAA-CREF. The
Company sold 78 assets acquired from IRRETI to third parties
throughout 2007.
DDR
Macquarie Fund
During August and September 2007, the Company contributed three
shopping center properties, aggregating 0.5 million square
feet, to DDR Macquarie Fund. The aggregate purchase price for
the properties was $49.8 million. The assets were acquired
by the Company as part of its acquisition of IRRETI in 2007,
and, as a result, the Company did not record a gain on the
transaction.
Domestic
Retail Fund
In June 2007, the Company formed Domestic Retail Fund, a
Company-sponsored, fully-seeded commingled fund. The Domestic
Retail Fund acquired 63 shopping center assets aggregating
8.3 million square feet from the Company and a joint
venture of the Company for approximately $1.5 billion. The
Domestic Retail Fund is composed of 54 assets acquired by the
Company through its acquisition of IRRETI, seven assets formerly
held in a
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Table of Contents
joint venture with Kuwait Financial Centre (“DDR Markaz
Joint Venture”), in which the Company had a 20% ownership
interest, and two assets from the Company’s wholly-owned
portfolio. The Company recognized a gain of approximately
$9.6 million, net of its 20% retained interest, from the
sale of the two wholly-owned assets, which is included in gain
on disposition of real estate in the Company’s statements
of operations. In conjunction with the sale of assets to the
Domestic Retail Fund and identification of the equity partners,
the Company paid a $7.8 million fee to a third party
consulting firm and recognized this amount as a reduction to
gain on disposition of real estate. The DDR Markaz Joint Venture
recorded a gain of approximately $89.9 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 has been engaged by the Domestic
Retail Fund to perform
day-to-day
operations of the properties and receives ongoing fees for asset
management and property management, leasing, construction
management and ancillary income in addition to a promoted
interest. In addition, upon the sale of the assets from the DDR
Markaz Joint Venture to the Domestic Retail Fund, the Company
recognized promoted income of approximately $13.6 million,
which was included in equity in net income of joint ventures and
FFO during 2007.
TRT DDR
Venture I
In May 2007, the Company formed a $161.5 million joint
venture (“TRT DDR Venture I”). The Company contributed
three recently developed assets aggregating 0.7 million of
Company-owned square feet to the joint venture and retained an
effective ownership interest of 10%. The Company recorded an
after-tax merchant building gain, net of its retained interest,
of approximately $45.7 million, which was included in gain
on disposition of real estate and FFO. The Company receives
ongoing asset management and property management fees, plus fees
on leasing and ancillary income, in addition to a promoted
interest.
ECE
Projektmanagement Joint Venture
In May 2007, ECE Projektmanagement G.m.b.H & Co. KG
(“ECE”), a fully integrated international developer
and manager of shopping centers based in Hamburg, Germany, and
the Company formed a new joint venture (“ECE Joint
Venture”) to fund investments in retail developments
located in western Russia and Ukraine. The joint venture is
owned 75% by the Company and 25% by ECE, of which the Investor
is currently the Chairman of the Executive Board. This joint
venture is consolidated by the Company. The Company intends to
commence construction on the various developments only after
substantial tenant leasing has occurred and construction
financing is available. While there are no assurances any of
these proposed development projects will be undertaken, they
provide a source of potential development projects over the next
several years.
Acquisitions
In 2007, the Company acquired the following shopping center
assets:
|
Company-
|
Gross
|
|||||||
|
Owned Square
|
Purchase
|
|||||||
|
Feet
|
Price
|
|||||||
|
Location
|
(Thousands) | (Millions) | ||||||
|
IRRETI merger (see 2007 Strategic Real Estate Transactions)
|
17,273 | $ | 3,054.4 | |||||
|
Coventry
I
(A)
|
— | 13.8 | ||||||
|
San Antonio,
Texas
(B)
|
207 | 16.9 | ||||||
| 17,480 | $ | 3,085.1 | ||||||
| (A) | Reflects the Company’s purchase price associated with the acquisition of its partner’s approximate 25% ownership interest. | |
| (B) | The Company purchased a 50% equity interest through its investment in this joint venture. This asset is consolidated by the Company. |
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Table of Contents
In 2007, the Company’s unconsolidated joint ventures
acquired the following shopping center properties, excluding
those assets purchased from the Company or its unconsolidated
joint ventures:
|
Company-Owned
|
||||||||
|
Square Feet
|
Gross Purchase
|
|||||||
|
Location
|
(Thousands) | Price (Millions) | ||||||
|
DDR — SAU Retail
Fund
(A)
|
2,277 | $ | 30.4 | |||||
|
DDRTC Core Retail
Fund
(B)
|
15,638 | 2,998.6 | ||||||
|
Homestead,
Pennsylvania
(C)
|
99 | 5.4 | ||||||
|
Lyndhurst, New
Jersey
(D)
|
78 | 20.9 | ||||||
|
Sao Bernardo Do Campo,
Brazil
(E)
|
— | 24.6 | ||||||
| 18,092 | $ | 3,079.9 | ||||||
| (A) | The Company acquired a 20% equity interest in this joint venture, consisting of 28 properties in nine states. The Company’s equity interest in these properties was acquired as part of the IRRETI merger (see 2007 Strategic Real Estate Transactions). | |
| (B) | The Company purchased a 15% equity interest in this joint venture, consisting of 66 properties in 14 states. This investment was formed as part of the IRRETI merger (see 2007 Strategic Real Estate Transactions). | |
| (C) | The DDRTC Core Retail Fund joint venture acquired one shopping center asset. | |
| (D) | The DDR — SAU Retail Fund joint venture acquired one shopping center asset. | |
| (E) | Reflects the Company’s purchase price associated with the acquisition of its partner’s 73% ownership interest. |
Development,
Redevelopment and Expansions
As of December 31, 2007, the Company had substantially
completed the construction of the Chicago (McHenry), IL, and
San Antonio (Stone Oak), TX, shopping centers at an
aggregate net cost of $151.2 million.
During the year ended December 31, 2007, the Company
completed expansions and redevelopment projects located in
Hamilton, NJ, and Ft. Union, UT, at an aggregate net cost
of $32.7 million. During the year ended December 31,
2007, the Company’s unconsolidated joint ventures completed
an expansion and redevelopment project located in Phoenix, AZ,
at an aggregate net cost of $21.9 million.
Dispositions
In 2007, the Company sold the following properties:
|
Company-
|
||||||||||||
|
Owned
|
Sales
|
|||||||||||
|
Square Feet
|
Price
|
Net Gain
|
||||||||||
|
Location
|
(Thousands) | (Millions) | (Millions) | |||||||||
|
Core Portfolio
Properties
(A)
|
6,301 | $ | 589.4 | $ | 12.3 | |||||||
|
Transfer to Unconsolidated Joint Venture Interests
|
||||||||||||
|
Domestic Retail
Fund
(B)
|
8,342 | 1,201.3 | 1.8 | |||||||||
|
TRT DDR Venture
I
(C)
|
682 | 161.5 | 50.3 | |||||||||
|
DDR Macquarie
Fund
(D)
|
515 | 49.8 | — | |||||||||
| 15,840 | $ | 2,002.0 | $ | 64.4 | ||||||||
| (A) | The Company sold 67 shopping center properties in various states. | |
| (B) | The Company contributed 54 assets acquired through the acquisition of IRRETI and two assets from the Company’s wholly-owned portfolio to the joint venture. The Company retained a 20% effective interest in these assets. The amount includes 100% of the selling price; the Company eliminated the portion of the gain associated with its 20% ownership interest (see 2007 Strategic Real Estate Transactions). | |
| (C) | The Company contributed three wholly-owned assets to the joint venture. The Company retained an effective 10% ownership interest in these assets. The amount includes 100% of the selling price; the Company deferred |
116
Table of Contents
| the portion of the gain associated with its 10% ownership interest (see 2007 Strategic Real Estate Transactions). | ||
| (D) | The Company contributed three wholly-owned assets to the joint venture. The Company retained an effective 14.5% ownership interest in these assets. The amount includes 100% of the selling price. The Company did not record a gain on the contribution of these assets, as they had been recently acquired through the merger with IRRETI. |
In 2007, the Company’s unconsolidated joint ventures sold
the following properties, excluding those purchased by other
unconsolidated joint venture interests:
|
Company’s
|
Company-
|
Company’s
|
||||||||||||||
|
Effective
|
Owned Square
|
Sales
|
Proportionate
|
|||||||||||||
|
Ownership
|
Feet
|
Price
|
Share of Gain
|
|||||||||||||
|
Location
|
Percentage | (Thousands) | (Millions) | (Millions) | ||||||||||||
|
Overland Park, Kansas
|
25.5 | % | 61.0 | $ | 8.2 | $ | 0.3 | |||||||||
|
Service Holdings (6 assets)
|
20.0 | % | 356.4 | 27.2 | 1.3 | |||||||||||
| 417.4 | $ | 35.4 | $ | 1.6 | ||||||||||||
In addition to the gains reflected above, in 2007 the Company
received $13.6 million of promoted income relating to the
sale of assets from DDR Markaz to Domestic Retail Fund, which is
included in the Company’s proportionate share of net income.
OFF-BALANCE
SHEET ARRANGEMENTS
The Company has a number of off-balance sheet joint ventures and
other unconsolidated entities with varying economic structures.
Through these interests, the Company has investments in
operating properties, development properties and two management
and development companies. Such arrangements are generally with
institutional investors and various developers throughout the
United States.
The unconsolidated joint ventures that have total assets greater
than $250 million (based on the historical cost of
acquisition by the unconsolidated joint venture) are as follows:
|
Effective
|
Company-Owned
|
Total
|
||||||||||||
|
Ownership
|
Square Feet
|
Debt
|
||||||||||||
|
Unconsolidated Real Estate Ventures
|
Percentage (A) |
Assets shopping centers Owned
|
(Thousands) | (Millions) | ||||||||||
|
DDRTC Core Retail Fund
|
15.0 | % | 66 shopping centers in several states | 15,748 | $ | 1,718.4 | ||||||||
|
Domestic Retail Fund
|
20.0 | 63 shopping centers in several states | 8,278 | 967.0 | ||||||||||
|
Sonae Sierra Brazil BV Sarl
|
42.5 | Ten shopping centers and a management company in Brazil | 3,783 | 97.7 | ||||||||||
|
DDR — SAU Retail Fund
|
20.0 | 29 shopping centers in several states | 2,376 | 226.2 | ||||||||||
| (A) | Ownership may be held through different investment structures. Percentage ownerships are subject to change, as certain investments contain promoted structures. |
Funding
for Joint Ventures
In connection with the development of shopping centers owned by
certain affiliates, the Company
and/or
its
equity affiliates have agreed to fund the required capital
associated with approved development projects aggregating
approximately $4.8 million at December 31, 2009. These
obligations, composed principally of construction contracts, are
generally due in 12 to 36 months as the related
construction costs are incurred and are expected to be financed
through new or existing construction loans, revolving credit
facilities and retained capital.
The Company has provided loans and advances to certain
unconsolidated entities
and/or
related partners in the amount of $70.9 million at
December 31, 2009, for which the Company’s joint
venture partners have not funded their proportionate share.
Included in this amount, the Company has advanced
$66.9 million of financing to one of
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Table of Contents
its unconsolidated joint ventures, which accrues interest at the
greater of LIBOR plus 700 basis points or 12% and a default
rate of 16%, and has an initial maturity of July 2011. The
Company reserved this entire advance in 2009 (see
Coventry II Fund discussion below). In addition, the
Company guaranteed base rental income from one to three years at
certain centers held through Service Holdings, aggregating
$2.2 million at December 31, 2009. The Company has not
recorded a liability for the guaranty, as the subtenants of
Service Holdings are paying rent as due. The Company has
recourse against the other parties in the joint venture for
their pro rata share of any liability under this guaranty.
Coventry II
Fund
At December 31, 2009, the Coventry II Fund and the
Company, through a series of joint ventures, owned nine
value-added retail properties and 42 sites formerly occupied by
Service Merchandise. The Company co-invested approximately 20%
in each joint venture and is generally responsible for
day-to-day
management of the properties. Pursuant to the terms of the joint
venture, the Company earns fees for property management, leasing
and construction management. The Company also could earn a
promoted interest, along with the Coventry II Fund, above a
preferred return after return of capital to fund investors (see
Legal Matters).
As of December 31, 2009, the aggregate carrying amount of
the Company’s net investment in the Coventry II Fund
joint ventures was approximately $15.6 million. This basis
reflects impairment charges aggregating $52.4 million and
$14.1 million for the years ended December 31, 2009
and 2008, respectively. As discussed above, the Company has also
advanced $66.9 million of financing to one of the
Coventry II Fund joint ventures, Coventry II DDR
Bloomfield, relating to the development of the project in
Bloomfield Hills, Michigan, (“Bloomfield Loan”). In
addition to its existing equity and note receivable, the Company
has provided partial payment guaranties to third-party lenders
in connection with the financing for five of the Coventry II
Fund projects. The amount of each such guaranty is not greater
than the proportion to the Company’s investment percentage
in the underlying project, and the aggregate amount of the
Company’s guaranties is approximately $25.7 million at
December 31, 2009.
Although the Company will not acquire additional assets through
the Coventry II Fund joint ventures, additional funds may
be required to address ongoing operational needs and costs
associated with the joint ventures undergoing development or
redevelopment. The Coventry II Fund is exploring a variety
of strategies to obtain such funds, including potential
dispositions and financings. The Company continues to maintain
the position that it does not intend to fund any of its joint
venture partners’ capital contributions or their share of
debt maturities. This position led to the Ward Parkway Center in
Kansas City, Missouri, being transferred to the lender in March
2009 as discussed below.
For the Bloomfield Hills, Michigan project, a $48.0 million
land loan matured on December 31, 2008, and on
February 24, 2009, the lender for the land loan sent to the
borrower a formal notice of default (the Company provided a
payment guaranty in the amount of $9.6 million with respect
to such loan and in July 2009, paid such guaranty in full in
exchange for a complete release from the lender). The above
referenced $66.9 million Bloomfield Loan from the Company
relating to the Bloomfield Hills, Michigan project is
cross-defaulted with this third-party loan. As a result, on
March 3, 2009, the Company sent the borrower a formal
notice of default relating to its loan. The lender for the land
loan subsequently filed a foreclosure action and initiated legal
proceedings against the Coventry II Fund for its failure to
fund its 80% payment guaranty. During the fourth quarter, the
Company determined that, due to the current status of the
existing lender foreclosure action and other litigation related
to the project as well as current market and economic
conditions, management of the joint venture has not definitively
or formally made a determination as to whether development of
the project would be resumed. Consequently, the Company
determined that the fair value of the joint venture assets,
consisting of land and development costs, was insufficient to
repay the Company’s note receivable. As a result, in
December 2009, the Company recorded a charge of
$66.9 million on the carrying value of the note receivable,
including accrued interest, based upon the estimated fair value
of the land and its improvements. This charge is reflected in
the impairment of the joint venture investments line item in the
consolidated statement of operations for the year ended
December 31, 2009.
Five of the remaining Coventry II Fund joint ventures also
have third-party credit facilities that matured.
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For the Kansas City, Missouri project, a $35.0 million loan
matured on January 2, 2009, and on January 6, 2009,
the lender sent to the borrower a formal notice of default (the
Company did not provide a payment guaranty with respect to such
loan). On March 26, 2009, the Coventry II Fund joint
venture transferred its ownership of this property to the
lender. The Company recorded a $5.8 million loss related to
the write-off of the book value of its equity investment.
Pursuant to the agreement with the lender, the Company initially
managed the shopping center while the Coventry II Fund
marketed the property for sale. Although the Coventry II
Fund continues to market the property, the Company elected to
terminate its management agreement for the shopping center,
effective on June 30, 2009. The joint venture has the
ability to receive excess sale proceeds depending upon the
timing and terms of a future sale arrangement.
For the Merriam, Kansas project, a $17.0 million land loan
matured on January 20, 2009, and on February 17, 2009,
the lender sent to the borrower a formal notice of default (the
Company provided a payment guaranty in the amount of
$2.2 million with respect to such loan). On July 21,
2009, the Company closed on a three-party transaction with the
lender and the Coventry II Fund, pursuant to which the
Coventry II Fund transferred to the Company its entire
interest in the project, the lender released the
Coventry II Fund from its payment guaranty, and the lender
extended the loan. As a result, the Merriam, Kansas project now
is wholly owned by the Company, and the debt matures on
May 31, 2011.
For the San Antonio, Texas project, a $20.9 million
loan matured on July 7, 2009. On November 9, 2009, the
Company, the Coventry II Fund and the lender executed a
modification agreement extending the term of the loan to
November 9, 2011. The Company did not provide a payment
guaranty with respect to such loan.
For the Kirkland, Washington project and Benton Harbor, Michigan
project, loans in the amounts of $29.5 million and
$16.0 million, respectively, matured on September 30,
2009. The Company provided payment guaranties in the amount of
$5.9 million and $3.2 million, respectively, with
respect to such loans. The Coventry II Fund and the Company
are in negotiations with the lender to extend such loans.
On April 8, 2009, the lender of the Service Merchandise
portfolio sent to the borrower a formal notice of default based
upon the Coventry II Fund’s failure to satisfy certain
net worth covenants. The Company provided a payment guaranty in
the amount of $1.8 million with respect to such loan. The
Coventry II Fund is exploring a variety of strategies to
pay down the outstanding obligation and is negotiating
forbearance terms with the lender.
On August 13, 2009, the senior and mezzanine lenders in the
Cincinnati, Ohio, project sent to the borrowers a formal notice
of default, based upon the borrowers’ inability to fund
mezzanine loan payments and protective advances. The Company did
not provide a payment guaranty with respect to such loan. The
Coventry II Fund is exploring restructuring strategies with
the lenders.
On September 22, 2009, the lender on the Orland Park,
Illinois project sent to the borrower a formal notice of default
based upon the Coventry II Fund’s failure to satisfy
certain net worth covenants. The Company did not provide a
payment guaranty with respect to such loan.
Coventry II
DDR Merriam Village
As indicated above, in the third quarter of 2009, the Company
acquired its partner’s 80% interest in Merriam Village
project in Merriam, Kansas through the assumption and guaranty
of $17.0 million face value of debt, of which the Company
had previously guaranteed 20%. DDR did not expend any funds for
this interest. In connection with DDR’s assumption of the
remaining 80% guaranty, the lender agreed to modify and extend
this secured mortgage.
Other
Joint Ventures
As a result of the IRRETI merger, the Company assumed certain
environmental and non-recourse obligations of DDR-SAU Retail
Fund pursuant to eight guaranty and environmental indemnity
agreements. The Company’s guaranty is capped at
$43.1 million in the aggregate except for certain events,
such as fraud, intentional misrepresentation or misappropriation
of funds.
The Company is involved with overseeing the development
activities for several of its unconsolidated joint ventures that
are constructing, redeveloping or expanding shopping centers.
The Company earns a fee for its services commensurate with the
level of oversight provided. The Company generally provides a
completion guaranty to the third party lending institution(s)
providing construction financing.
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The Company’s unconsolidated joint ventures have aggregate
outstanding indebtedness to third parties of approximately
$4.5 billion and $5.8 billion at December 31,
2009 and 2008, respectively (see Item 7A. Quantitative and
Qualitative Disclosures About Market Risk). Such mortgages and
construction loans are generally non-recourse to the Company and
its partners; however, certain mortgages may have recourse to
the Company and its partners in certain limited situations, such
as misuse of funds and material misrepresentations. In
connection with certain of the Company’s unconsolidated
joint ventures, the Company agreed to fund any amounts due to
the joint venture’s lender if such amounts are not paid by
the joint venture based on the Company’s pro rata share of
such amount aggregating $30.4 million at December 31,
2009.
The Company entered into an unconsolidated joint venture that
owns real estate assets in Brazil and has generally chosen not
to mitigate any of the residual foreign currency risk through
the use of hedging instruments for this entity. The Company will
continue to monitor and evaluate this risk and may enter into
hedging agreements at a later date.
The Company entered into consolidated joint ventures that own
real estate assets in Canada and Russia. The net assets of these
subsidiaries are exposed to volatility in currency exchange
rates. As such, the Company uses non-derivative financial
instruments to hedge this exposure. The Company manages currency
exposure related to the net assets of the Company’s
Canadian and European subsidiaries primarily through foreign
currency-denominated debt agreements that the Company enters
into. Gains and losses in the parent company’s net
investments in its subsidiaries are economically offset by
losses and gains in the parent company’s foreign
currency-denominated debt obligations.
For the year ended December 31, 2009, $18.5 million of
net losses related to the foreign currency-denominated debt
agreements was included in the Company’s cumulative
translation adjustment. As the notional amount of the
non-derivative instrument substantially matches the portion of
the net investment designated as being hedged and the
non-derivative instrument is denominated in the functional
currency of the hedged net investment, the hedge ineffectiveness
recognized in earnings was not material.
FINANCING
ACTIVITIES
The Company has historically accessed capital sources through
both the public and private markets. The Company’s
acquisitions, developments, redevelopments and expansions are
generally financed through cash provided from operating
activities, revolving credit facilities, mortgages assumed,
construction loans, secured debt, unsecured public debt, common
and preferred equity offerings, joint venture capital, preferred
OP Units and asset sales. Total debt outstanding at
December 31, 2009, was approximately $5.2 billion, as
compared to approximately $5.9 billion and
$5.5 billion at December 31, 2008 and 2007,
respectively.
For the year ended 2009, the Company purchased approximately
$816.2 million aggregate principal amount of its
outstanding senior unsecured notes (of which $404.8 million
related to convertible notes) at a discount to par resulting in
gains of approximately $145.1 million. These gains were
reduced by approximately $20.9 million due to the adoption
of the standard
Accounting for Convertible Debt That May Be
Settled in Cash Upon Conversion
in the first quarter of
2009. This standard requires that debt issuers separately
recognize the liability and equity components of convertible
instruments that may be settled in cash upon conversion. As a
result of the adoption, the initial debt proceeds from the
offering of the Company’s $250 million aggregate
principal amount of 3.5% convertible notes, due in 2011, and
$600 million aggregate principal amount of 3.0% convertible
notes, due in 2012, were required to be allocated between a
liability and equity component. This allocation was based upon
what the assumed interest rate would have been if the Company
had issued traditional senior unsecured notes. Accordingly, the
debt balances on the Company’s balance sheet relating to
the convertible debt were reduced such that non-cash interest
expense would be recognized with a corresponding increase to the
convertible debt balance.
The volatility in the debt markets during 2009 has caused
borrowing spreads over treasury rates to reach higher levels
than previously experienced. This uncertainty re-emphasizes the
need to access diverse sources of capital, maintain liquidity
and stage debt maturities carefully. Most significantly, it
underscores the importance of a conservative balance sheet that
provides flexibility in accessing capital and enhances the
Company’s ability to manage assets with limited
restrictions. A conservative balance sheet would allow the
Company to be opportunistic in its investment strategy and in
accessing the most efficient and lowest cost financing available.
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Financings aggregated $5.8 billion during the three years
ended December 31, 2009, and are summarized as follows (in
millions):
| 2009 | 2008 | 2007 | ||||||||||
|
Equity:
|
||||||||||||
|
Common shares
|
$ | 317.0 | (A) | $ | 41.9 | (A) | $ | 1,140.8 | (D) | |||
|
Preferred OP Units
|
— | — | 484.2 | (E) | ||||||||
|
Total equity
|
317.0 | 41.9 | 1,625.0 | |||||||||
|
Debt:
|
||||||||||||
|
Unsecured notes
|
300.0 | (B) | — | — | ||||||||
|
Construction
|
24.2 | 116.9 | 104.3 | |||||||||
|
Permanent financing
|
561.9 | (C) | 350.0 | 30.0 | ||||||||
|
Mortgage debt assumed
|
65.4 | 17.5 | 446.5 | |||||||||
|
Convertible notes
|
— | — | 657.8 | (F) | ||||||||
|
Unsecured term loan
|
— | — | 750.0 | (G) | ||||||||
|
Secured term loan
|
— | — | 400.0 | (H) | ||||||||
|
Total debt
|
951.5 | 484.4 | 2,388.6 | |||||||||
| $ | 1,268.5 | $ | 526.3 | $ | 4,013.6 | |||||||
| (A) | The Company issued 56.3 million shares and 8.3 million shares in 2009 and 2008, respectively. | |
| (B) | In September 2009, the Company issued $300 million aggregate principal amount of 9.625% senior unsecured notes due March 2016. The notes were offered to investors at 99.42% of par with a yield to maturity of 9.75%. | |
| (C) | In November 2009, the Company closed the securitization of a $400 million, five-year loan that was originated in October 2009. The blended interest rate on the loan is 4.225% and is secured by a pool of 28 assets. The triple-A rated portion of the certification in the securitization constituted “eligible collateral” under the Term Asset-Backed Securities Loan Facility (“TALF”), provided by the Federal Reserve Bank of New York. | |
| (D) | Approximately 5.7 million common shares, aggregating $394.2 million, were issued to IRRETI shareholders in February 2007. The Company issued 11.6 million common shares in February 2007 for approximately $746.6 million upon the settlement of the forward sale agreements entered into in December 2006. | |
| (E) | Issuance of 20 million preferred OP Units (units issued by one of the Company’s partnerships) with a liquidation preference of $25 per unit, aggregating $500 million of the net assets of the Company’s consolidated subsidiary in February 2007. In accordance with the terms of the agreement, the preferred OP Units were redeemed at 97.0% of par in June 2007. | |
| (F) | Issuance of 3.00% convertible senior unsecured notes due 2012 (“2007 Senior Convertible Notes”). Included in the $657.8 million disclosed above is $57.8 million of debt accretion. The notes have an initial conversion rate of approximately 13.3783 common shares per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $74.75 per common share and a conversion premium of approximately 20.0% based on the last reported sale price of $62.29 per common share on March 7, 2007. The initial conversion rate is subject to adjustment under certain circumstances. Upon closing of the sale of the notes, the Company repurchased $117.0 million of its common shares. In connection with the offering, the Company entered into an option agreement, settled in the Company’s common shares, with an investment bank that had the economic impact of effectively increasing the initial conversion price of the notes to $87.21 per common share, which represents a 40% premium based on the March 7, 2007 closing price of $62.29 per common share. The cost of this arrangement was approximately $32.6 million and was recorded as an equity transaction in the Company’s consolidated balance sheet. The Company repurchased $274.8 million and $17.0 million of the 2007 Senior Convertible Notes during the years ended December 31, 2009 and 2008, respectively. | |
| (G) | This facility bore interest at LIBOR plus 0.75% and was repaid in June 2007. | |
| (H) | This facility bears interest at LIBOR plus 1.20% and matures in February 2011. This facility allows for a one-year extension option. |
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CAPITALIZATION
At December 31, 2009, the Company’s capitalization
consisted of $5.2 billion of debt, $555 million of
preferred shares and $1.9 billion of market equity (market
equity is defined as common shares and OP Units outstanding
multiplied by $9.26, the closing price of the common shares on
the New York Stock Exchange at December 31, 2009),
resulting in a debt to total market capitalization ratio of 0.68
to 1.0, as compared to the ratios of 0.83 to 1.0 and 0.52 to 1.0
at December 31, 2008 and 2007, respectively. The closing
price of the common shares on the New York Stock Exchange was
$4.88 and $38.29 at December 31, 2008 and 2007,
respectively. At December 31, 2009, the Company’s
total debt consisted of $3.7 billion of fixed-rate debt and
$1.5 billion of variable-rate debt, including
$400 million of variable-rate debt that had been
effectively swapped to a fixed rate through the use of interest
rate derivative contracts. At December 31, 2008, the
Company’s total debt consisted of $4.4 billion of
fixed-rate debt and $1.5 billion of variable-rate debt,
including $600 million of variable-rate debt that had been
effectively swapped to a fixed rate through the use of interest
rate derivative contracts.
It is management’s current strategy to have access to the
capital resources necessary to manage its balance sheet, to
repay upcoming maturities and to consider making prudent
investments should such opportunities arise. Accordingly, the
Company may seek to obtain funds through additional debt or
equity financings
and/or
joint
venture capital in a manner consistent with its intention to
operate with a conservative debt capitalization policy and
maintain an investment grade rating with Moody’s Investors
Service and re-establish an investment grade rating with
Standard and Poor’s. The security rating is not a
recommendation to buy, sell or hold securities, as it may be
subject to revision or withdrawal at any time by the rating
organization. Each rating should be evaluated independently of
any other rating. In light of the current economic conditions,
the Company may not be able to obtain financing on favorable
terms, or at all, which may negatively affect future ratings. In
August 2009, one of the Company’s rating agencies reduced
the Company’s debt rating to below investment grade.
The Company’s credit facilities and the indentures under
which the Company’s senior and subordinated unsecured
indebtedness is, or may be, issued contain certain financial and
operating covenants, including, among other things, debt service
coverage and fixed charge coverage ratios, as well as
limitations on the Company’s ability to incur secured and
unsecured indebtedness, sell all or substantially all of the
Company’s assets and engage in mergers and certain
acquisitions. Although the Company intends to operate in
compliance with these covenants, if the Company were to violate
these covenants, the Company may be subject to higher finance
costs and fees or accelerated maturities. In addition, certain
of the Company’s credit facilities and indentures may
permit the acceleration of maturity in the event certain other
debt of the Company has been accelerated. Foreclosure on
mortgaged properties or an inability to refinance existing
indebtedness would have a negative impact on the Company’s
financial condition and results of operations.
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CONTRACTUAL
OBLIGATIONS AND OTHER COMMITMENTS
The Company has debt obligations relating to its revolving
credit facilities, term loan, fixed-rate senior notes and
mortgages payable with maturities ranging from one to
27 years. In addition, the Company has non-cancelable
operating leases, principally for office space and ground leases.
These obligations are summarized as follows for the subsequent
five years ending December 31 (in thousands):
|
Operating
|
||||||||
|
Year
|
Debt (A) | Leases | ||||||
|
2010
|
$ | 1,457,396 | $ | 5,098 | ||||
|
2011
|
1,404,243 | 4,981 | ||||||
|
2012
|
634,076 | 4,884 | ||||||
|
2013
|
457,809 | 4,446 | ||||||
|
2014
|
446,170 | 3,975 | ||||||
|
Thereafter
|
778,969 | 149,548 | ||||||
| $ | 5,178,663 | $ | 172,932 | |||||
| (A) | Included in principal payments are $775.0 million in 2010 and $800.0 million in 2011 associated with the maturing of the Revolving Credit Facilities and the Term Loan, respectively, both of which have a one-year extension option, subject to certain requirements. |
As of December 31, 2009 and 2008, the Company had seven
loans, with total commitments of up to $77.7 million in
each period, of which approximately $69.5 million and
$62.7 million, respectively, had been funded.
At December 31, 2009, the Company had letters of credit
outstanding of approximately $85.9 million. The Company has
not recorded any obligation associated with these letters of
credit. The majority of the letters of credit are collateral for
existing indebtedness and other obligations of the Company.
In conjunction with the development of shopping centers, the
Company has entered into commitments aggregating approximately
$48.6 million with general contractors for its wholly-owned
and consolidated joint venture properties at December 31,
2009. These obligations, composed principally of construction
contracts, are generally due in 12 to 18 months as the
related construction costs are incurred and are expected to be
financed through operating cash flow
and/or
new
or existing construction loans or revolving credit facilities.
Related to one of the Company’s developments in Long Beach,
California, the Company guaranteed the payment of any special
taxes levied on the property within the City of Long Beach
Community Facilities District No. 6 and attributable to the
payment of debt service on the bonds for periods prior to the
completion of certain improvements related to this project. In
addition, an affiliate of the Company has agreed to make an
annual payment of approximately $0.6 million to defray a
portion of the operating expenses of a parking garage through
the earlier of October 2032 or the date when the city’s
parking garage bonds are repaid. There are no assets held as
collateral or liabilities recorded related to these obligations.
The Company has guaranteed certain special assessment and
revenue bonds issued by the Midtown Miami Community Development
District. The bond proceeds were used to finance certain
infrastructure and parking facility improvements. As of
December 31, 2009, the remaining debt service obligation
guaranteed by the Company was $10.1 million. In the event
of a debt service shortfall, the Company is responsible for
satisfying the shortfall. There are no assets held as collateral
or liabilities recorded related to these guaranties. To date,
tax revenues have exceeded the debt service payments for these
bonds.
The Company routinely enters into contracts for the maintenance
of its properties, which typically can be canceled upon 30 to
60 days notice without penalty. At December 31, 2009,
the Company had purchase order obligations, typically payable
within one year, aggregating approximately $2.5 million
related to the maintenance of its properties and general and
administrative expenses.
The Company has entered into employment contracts with certain
executive officers. These contracts generally provide for base
salary, bonuses based on factors including the financial
performance of the Company and personal
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performance, participation in the Company’s equity plans,
reimbursement of various expenses, and health and welfare
benefits, and may also provide for certain perquisites (which
may include insurance coverage, country or social club expenses,
or reimbursement for certain business expenses). The contracts
for the Company’s Executive Chairman of the Board and
President and Chief Executive Officer extend through
December 31, 2012. The contracts for the other executive
officers contain a one-year “evergreen” term and are
subject to cancellation without cause upon at least 90 days
notice.
The Company continually monitors its obligations and
commitments. There have been no material items entered into by
the Company since December 31, 2003, through
December 31, 2009, other than as described above. See
discussion of commitments relating to the Company’s joint
ventures and other unconsolidated arrangements in
“Off-Balance Sheet Arrangements.”
INFLATION
Most of the Company’s long-term leases contain provisions
designed to mitigate the adverse impact of inflation. Such
provisions include clauses enabling the Company to receive
additional rental income from escalation clauses that generally
increase rental rates during the terms of the leases
and/or
percentage rentals based on tenants’ gross sales. Such
escalations are determined by negotiation, increases in the
consumer price index or similar inflation indices. In addition,
many of the Company’s leases are for terms of less than
10 years, permitting the Company to seek increased rents at
market rates upon renewal. Most of the Company’s leases
require the tenants to pay their share of operating expenses,
including common area maintenance, real estate taxes, insurance
and utilities, thereby reducing the Company’s exposure to
increases in costs and operating expenses resulting from
inflation.
ECONOMIC
CONDITIONS
The retail market in the United States significantly weakened in
2008 and continued to be challenged in 2009. Consumer spending
has declined in response to erosion in housing values and stock
market investments, more stringent lending practices and job
losses. Retail sales have declined and tenants have become more
selective in new store openings. Some retailers have closed
existing locations and, as a result, the Company has experienced
a loss in occupancy. The reduced occupancy will likely continue
to have a negative impact on the Company’s consolidated
cash flows, results of operations and financial position in
2010. Offsetting some of the current challenges within the
retail environment, the Company has a low occupancy cost
relative to other retail formats and historic averages, as well
as a diversified tenant base with only one tenant exceeding 2.0%
of total 2009 consolidated revenues (Walmart at 5.2%). Other
significant tenants include Target, Lowe’s, Home Depot,
Kohl’s, T.J. Maxx/Marshalls, Publix Supermarkets, PetSmart
and Bed Bath & Beyond, all which have relatively
strong credit ratings, remain well-capitalized, and have
outperformed other retail categories on a relative basis. The
Company believes these tenants should continue providing it with
a stable revenue base for the foreseeable future, given the
long-term nature of these leases. Moreover, the majority of the
tenants in the Company’s shopping centers provide
day-to-day
consumer necessities with a focus toward value and convenience
versus high-priced discretionary luxury items, which the Company
believes will enable many of the tenants to continue operating
within this challenging economic environment.
The Company monitors potential credit issues of its tenants and
analyzes the possible effects to the financial statements of the
Company and its unconsolidated joint ventures. In addition to
the collectibility of outstanding accounts receivable, the
Company evaluates the related real estate for recoverability, as
well as any tenant-related deferred charges for recoverability,
which may include straight-line rents, deferred lease costs,
tenant improvements, tenant inducements and intangible assets
(“Tenant Related Deferred Charges”). The Company
routinely evaluates its exposure relating to tenants in
financial distress. Where appropriate, the Company has either
written off the unamortized balance or accelerated depreciation
and amortization expense associated with the Tenant Related
Deferred Charges for such tenants.
The retail shopping sector has been affected by the competitive
nature of the retail business and the competition for market
share, as well as general economic conditions that have led to
stronger retailers out-positioning some of the weaker retailers.
These shifts have forced some market share away from weaker
retailers and required them, in some cases, to declare
bankruptcy
and/or
close
stores. Certain retailers have announced store closings even
though they have
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not filed for bankruptcy protection. However, these store
closings often represent a relatively small percentage of the
Company’s overall gross leasable area, and, therefore, the
Company does not expect these closings to have a material
adverse effect on the Company’s long-term performance.
Overall, the Company’s portfolio remains stable. However,
there can be no assurance that these events will not adversely
affect the Company (see Item 1A. Risk Factors in the
Company’s Annual Report of
Form 10-K
for the year ended December 31, 2009).
Historically, the Company’s portfolio has performed
consistently throughout many economic cycles, including downward
cycles. Broadly speaking, national retail sales have grown
consistently since World War II, including during several
recessions and housing slowdowns with the exception of the last
two years. In the past the Company has not experienced
significant volatility in its long-term portfolio occupancy
rate. The Company has experienced downward cycles before and has
made the necessary adjustments to leasing and development
strategies to accommodate the changes in the operating
environment and mitigate risk. In many cases, the loss of a
weaker tenant creates an opportunity to re-lease space at higher
rents to a stronger retailer. More importantly, the quality of
the property revenue stream is high and consistent, as it is
generally derived from retailers with good credit profiles under
long-term leases, and it has very little reliance on overage
rents generated by tenant sales performance. The Company
believes that the quality of its shopping center portfolio is
strong, as evidenced by the high historical occupancy rates,
which have previously ranged from 92% to 96%. Although the
Company experienced a decline in occupancy beginning in the
fourth quarter of 2008, at December 31, 2009, the shopping
center portfolio occupancy, excluding the impact of the Mervyns
vacancy, is at 89.0%. Notwithstanding the decline in occupancy,
the Company continues to sign a large number of new leases as
well as renewals. While leasing spreads continue to be a
challenge, the Company has been able to achieve these results
without significant capital investment in tenant improvements or
leasing commissions. The Company has an Anchor Store
Redevelopment Department staffed with seasoned leasing
professionals dedicated to re-leasing vacant anchor space
created by recent bankruptcies and store closings. While tenants
may come and go over time, shopping centers that are well
located and actively managed are expected to perform well. The
Company is very conscious of, and sensitive to, the risks posed
to the economy, but is currently comfortable that the position
of its portfolio and the general diversity and credit quality of
its tenant base should enable it to successfully navigate
through these challenging economic times.
LEGAL
MATTERS
The Company is a party to various joint ventures with the
Coventry II Fund through which 11 existing or proposed retail
properties, along with a portfolio of former Service Merchandise
locations, were acquired at various times from 2003 through
2006. The properties were acquired by the joint ventures as
value-add investments, with major renovation
and/or
ground-up
development contemplated for many of the properties. The Company
is generally responsible for
day-to-day
management of the retail properties. On November 4, 2009,
Coventry Real Estate Advisors L.L.C., Coventry Real Estate
Fund II, L.L.C. and Coventry Fund II Parallel Fund,
L.L.C. (collectively, “Coventry”) filed suit against
the Company and certain of its affiliates and officers in the
Supreme Court of the State of New York, County of New York. The
complaint alleges that the Company: (i) breached
contractual obligations under a co-investment agreement and
various joint venture limited liability company agreements,
project development agreements and management and leasing
agreements, (ii) breached its fiduciary duties as a member
of various limited liability companies, (iii) fraudulently
induced the plaintiffs to enter into certain agreements, and
(iv) made certain material misrepresentations. The
complaint also requests that a general release made by Coventry
in favor of the Company in connection with one of the joint
venture properties should be voided on the grounds of economic
duress. The complaint seeks compensatory and consequential
damages in an amount not less than $500 million as well as
punitive damages. In response, the Company filed a motion to
dismiss the complaint or, in the alternative, to sever the
plaintiffs’ claims. The court has not yet ruled on the
Company’s motion.
The Company believes that the allegations in the lawsuit are
without merit and that it has strong defenses against this
lawsuit. The Company will vigorously defend itself against the
allegations contained in the complaint. This lawsuit is subject
to the uncertainties inherent in the litigation process and,
therefore, no assurance can be given as to its ultimate outcome.
However, based on the information presently available to the
Company, the Company does not expect that the ultimate
resolution of this lawsuit will have a material adverse effect
on the Company’s financial condition, results of operations
or cash flows.
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On November 18, 2009, the Company filed a complaint in the
Court of Common Pleas, Cuyahoga County, Ohio, seeking, among
other things, a temporary restraining order enjoining Coventry
from terminating “for cause” the management agreements
between the Company and the various joint ventures, since the
Company believes that requisite conduct in a
“for-cause” termination (i.e., fraud or willful
misconduct committed by an executive of the Company at the level
of at least senior vice president) did not occur. The court
heard testimony in support of the Company’s motion (and
Coventry’s opposition) and on December 4, 2009 issued
a ruling in the Company’s favor. Specifically, the court
issued a temporary restraining order enjoining Coventry from
terminating the Company as property manager “for
cause.” The court found that the Company was likely to
succeed on the merits, that immediate and irreparable injury,
loss or damage would result to the Company in the absence of
such restraint, and that the balance of equities favored
injunctive relief in the Company’s favor. A trial on the
Company’s request for a permanent injunction currently is
scheduled for April 6, 2010. Due to the inherent
uncertainties of the litigation process, no assurance can be
given as to the ultimate outcome of this action.
The Company is also a party to litigation filed in November 2006
by a tenant in a Company property located in Long Beach,
California. The tenant filed suit against the Company and
certain affiliates, claiming the Company and its affiliates
failed to provide adequate valet parking at the property
pursuant to the terms of the lease with the tenant. After a
six-week trial, the jury returned a verdict in October 2008,
finding the Company liable for compensatory damages in the
amount of approximately $7.8 million. In addition, the
trial court awarded the tenant attorney’s fees and expenses
in the amount of approximately $1.5 million. The Company
filed motions for a new trial and for judgment notwithstanding
the verdict, both of which were denied. The Company strongly
disagrees with the verdict, as well as the denial of the
post-trial motions. As a result, the Company is pursuing an
appeal of the verdict. Included in other liabilities on the
consolidated balance sheet is a provision that represents
management’s best estimate of loss based upon a range of
liability. The Company will continue to monitor the status of
the litigation and revise the estimate of loss as appropriate.
Although the Company believes it has a meritorious basis for
reversing the jury verdict, there can be no assurance that the
Company will be successful in its appeal.
In addition to the litigation discussed above, the Company and
its subsidiaries are subject to various legal proceedings,
which, taken together, are not expected to have a material
adverse effect on the Company. The Company is also subject to a
variety of legal actions for personal injury or property damage
arising in the ordinary course of its business, most of which
are covered by insurance. While the resolution of all matters
cannot be predicted with certainty, management believes that the
final outcome of such legal proceedings and claims will not have
a material adverse effect on the Company’s liquidity,
financial position or results of operations.
NEW
ACCOUNTING STANDARDS
New
Accounting Standards
In June 2009, the Financial Accounting Standards Board
(“FASB”) issued its final Statement of Financial
Accounting Standards — The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles. This statement made the FASB Accounting Standards
Codification (the “Codification”) the single source of
U.S. GAAP used by nongovernmental entities in the
preparation of financial statements, except for rules and
interpretive releases of the SEC under authority of federal
securities laws, which are sources of authoritative accounting
guidance for SEC registrants. The Codification is meant to
simplify user access to all authoritative accounting guidance by
reorganizing U.S. GAAP pronouncements into roughly 90
accounting topics within a consistent structure. Its purpose is
not to create new accounting and reporting guidance. The
Codification supersedes all existing non-SEC accounting and
reporting standards and was effective for the Company beginning
July 1, 2009. FASB will not issue new standards in the form
of Statements, FASB Staff Positions or Emerging Issues Task
Force Abstracts; instead, it will issue Accounting Standards
Updates. The FASB will not consider Accounting Standards Updates
as authoritative in their own right; these updates will serve
only to update the Codification, provide background information
about the guidance, and provide the bases for conclusions on the
change(s) in the Codification. In the description of Accounting
Standards Updates that follows, references in italics relate to
Codification Topics and Subtopics, and their descriptive titles,
as appropriate.
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New
Accounting Standards Implemented with Retrospective
Application
The following accounting standards were implemented on
January 1, 2009, with retrospective application as
appropriate. As a result, the consolidated financial statements
presented herein have been adjusted as required by the
provisions of these standards.
Non-Controlling
Interests in Consolidated Financial Statements
In December 2007, the FASB issued
Non-Controlling Interests
in Consolidated Financial Statements
. A non-controlling
interest, sometimes referred to as a minority equity interest,
is the portion of equity in a subsidiary not attributable,
directly or indirectly, to a parent. The objective of this
guidance is to improve the relevance, comparability and
transparency of the financial information that a reporting
entity provides in its consolidated financial statements by
establishing accounting and reporting standards that require
(i) the ownership interest in subsidiaries held by parties
other than the parent be clearly identified, labeled and
presented in the consolidated statement of financial position
within equity, but separate from the parent’s equity;
(ii) the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly
identified and presented on the face of the consolidated
statement of operations; (iii) changes in a parent’s
ownership interest while the parent retains its controlling
financial interest in a subsidiary be accounted for consistently
and be accounted for similarly, as equity transactions;
(iv) when a subsidiary is deconsolidated, any retained
non-controlling equity investment in the former subsidiary be
initially measured at fair value (the gain or loss on the
deconsolidation of the subsidiary is measured using the fair
value of any non-controlling equity investments rather than the
carrying amount of that retained investment); and
(v) entities provide sufficient disclosures that clearly
identify and distinguish between the interest of the parent and
the interest of the non-controlling owners. This guidance was
effective for fiscal years, and interim reporting periods within
those fiscal years, beginning on or after December 15,
2008, and applied on a prospective basis, except for the
presentation and disclosure requirements, which have been
applied on a retrospective basis. Early adoption was not
permitted. The Company adopted this standard on January 1,
2009. As required by the standard, the Company adjusted the
presentation of non-controlling interests, as appropriate, in
both the consolidated balance sheet, as of December 31,
2008, and the consolidated statements of operations for all
periods presented. The Company’s consolidated balance
sheets no longer have a line item referred to as minority
interests. Equity at December 31, 2008, was adjusted to
include $127.5 million attributable to non-controlling
interests, and the Company reflected approximately
$0.6 million as redeemable operating partnership units. In
connection with the Company’s adoption of this standard,
the Company also adopted the recent revisions to
Classification and Measurement of Redeemable Securities
.
As a result of the Company’s adoption of these standards,
amounts previously reported as minority equity interests and
operating partnership minority interests on the Company’s
consolidated balance sheets are now presented as non-controlling
interests within equity. There has been no change in the
measurement of these line items from amounts previously reported
except that, due to certain redemption features, certain
operating partnership minority interests in the amount of
approximately $0.6 million at December 31, 2008, are
reflected as redeemable operating partnership units in the
temporary equity section (between liabilities and equity). These
units are exchangeable, at the election of the operating
partnership unitholder, and under certain circumstances at the
option of the Company, into an equivalent number of the
Company’s common shares or for the equivalent amount of
cash. Based on the requirements, the redeemable operating
partnership units are now presented at the greater of their
carrying amount or redemption value at the end of each reporting
period.
Accounting
for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlement)
In May 2008, the FASB issued
Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
. The standard prohibits
the classification of convertible debt instruments that may be
settled in cash upon conversion, including partial cash
settlement, as debt instruments within the scope of this
standard and requires issuers of such instruments to separately
account for the liability and equity components by allocating
the proceeds from the issuance of the instrument between the
liability component and the embedded conversion option (i.e.,
the equity component). The liability component of the debt
instrument is accreted to par using the effective yield method;
accretion is reported as a component of interest expense. The
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equity component is not subsequently revalued as long as it
continues to qualify for equity treatment. This standard must be
applied retrospectively to issued cash-settleable convertible
instruments as well as prospectively to newly issued
instruments. This standard is effective for fiscal years
beginning after December 15, 2008, and interim periods
within those fiscal years.
This standard was adopted by the Company as of January 1,
2009, with retrospective application to prior periods. As a
result of the adoption, the initial debt proceeds from the
$250 million aggregate principal amount of 3.5% convertible
notes, due in 2011, and $600 million aggregate principal
amount of 3.0% convertible notes, due in 2012, were required to
be allocated between a liability component and an equity
component. This allocation was based upon what the assumed
interest rate would have been if the Company had issued similar
nonconvertible debt. Accordingly, the Company’s
consolidated balance sheet at December 31, 2008, was
adjusted to show a decrease in unsecured debt of approximately
$50.7 million, reflecting the unamortized discount. In
addition, at December 31, 2008, real estate assets
increased by $2.9 million relating to the impact of
capitalized interest, and deferred charges decreased by
$1.0 million relating to the reallocation of original
issuance costs to reflect such amounts as a reduction of
proceeds from the reclassification of the equity component. In
connection with this standard, the guidance under
Classification and Measurement of Redeemable Securities
was also amended, whereas the equity component related to
the convertible debt would need to be evaluated if the
convertible debt were currently redeemable at the balance sheet
date. Because the Company’s convertible debt was not
redeemable at December 31, 2008, no evaluation is required
as of December 31, 2009.
For the year ended December 31, 2008, the Company adjusted
the consolidated statement of operations to reflect additional
non-cash interest expense of $13.1 million net of the
impact of capitalized interest, pursuant to the provisions of
this standard. The consolidated statement of operations for the
year ended December 31, 2009, reflects additional non-cash
interest expense of $12.2 million. In addition, the
Company’s gain on the repurchases of senior unsecured notes
during the years ended December 31, 2009 and 2008, were
reduced by $20.9 million and $1.1 million,
respectively, due to the reduction in the amount allocated to
the senior unsecured notes as required by the provisions of this
standard.
Determining
Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities
In June 2008, the FASB issued
Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities
, which addresses whether instruments granted in
share-based payment transactions are participating securities
prior to vesting and, therefore, need to be included in the
earnings allocation in computing earnings per share under the
two-class method as described in Earnings per Share. Under the
guidance in this standard, unvested share-based payment awards
that contain non-forfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings
per share pursuant to the two-class method. The standard is
effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods
within those fiscal years. All prior-period earnings per share
data is required to be adjusted retrospectively. As a result,
the Company’s earnings per share calculations for all
periods presented have been adjusted retrospectively to reflect
the provisions of this standard. The adoption of this standard
did not have a material impact on the Company’s financial
position, results of operations or earnings per share
calculations.
New
Accounting Standards Implemented
Fair
Value Measurements
In September 2006, the FASB issued
Fair Value
Measurements
. This standard provides guidance for using fair
value to measure assets and liabilities. This statement
clarifies the principle that fair value should be based on the
assumptions that market participants would use when pricing the
asset or liability. This standard establishes a fair value
hierarchy, giving the highest priority to quoted prices in
active markets and the lowest priority to unobservable data. The
standard applies whenever other standards require assets or
liabilities to be measured at fair value. This standard also
provides for certain disclosure requirements, including, but not
limited to, the valuation techniques used to measure fair value
and a discussion of changes in valuation techniques, if any,
during the period. The
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Company adopted this standard for its disclosure requirements
and its financial assets and liabilities on January 1,
2008. For nonfinancial assets and liabilities that are not
recognized or disclosed at fair value on a recurring basis
(i.e., real estate and other long-lived assets), the Company
adopted this standard on January 1, 2009. The adoption of
this standard affected the valuation of the Company’s
impairment charges on joint venture investments (i.e., financial
assets) of $184.6 million and $107.0 million for the
years ended December 31, 2009 and 2008, respectively, and
the impairment charges on consolidated real estate assets (i.e.,
nonfinancial assets) of $154.7 million recorded for the
year ended December 31, 2009.
Business
Combinations
In December 2007, the FASB issued
Business Combinations
.
The objective of this standard is to improve the relevance,
representative faithfulness and comparability of the information
that a reporting entity provides in its financial reports about
a business combination and its effects. To accomplish that, this
standard establishes principles and requirements for how the
acquirer (i) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities
assumed and any non-controlling interest of the acquiree,
(ii) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and
(iii) determines what information to disclose to enable
users of the financial statements to evaluate the nature and
financial effects of the business combination. This standard
applies prospectively to business combinations for which the
acquisition date is on or after the first annual reporting
period beginning on or after December 15, 2008. Early
adoption was not permitted. The Company adopted this standard on
January 1, 2009. To the extent that the Company enters into
acquisitions that qualify as businesses, this standard will
require that acquisition costs and certain fees, which were
previously capitalized and allocated to the basis of the
acquired assets, be expensed as these costs are incurred.
Because of this change in accounting for costs, the Company
expects that the adoption of this standard could have a negative
impact on the Company’s results of operations, depending on
the size of a transaction and the amount of costs incurred. The
impact of this standard resulted in a gain on redemption of
joint venture interests of $23.9 million.
Determination
of the Useful Life of Intangible Assets
In April 2008, the FASB issued
Determination of the Useful
Life of Intangible Assets
, which amends the factors that
should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized
intangible asset under the standard
Goodwill and Other
Intangible Assets
. This standard is intended to improve the
consistency between the useful life of an intangible asset
determined under
Goodwill and Other Intangible Assets
and
the period of expected cash flows used to measure the fair value
of the asset under
Business Combinations
and other
U.S. Generally Accepted Accounting Principles. The guidance
for determining the useful life of a recognized intangible asset
in this standard applies prospectively to intangible assets
acquired after the effective date. The disclosure requirements
in this standard apply prospectively to all intangible assets
recognized as of, and subsequent to, the effective date. This
standard is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim
periods within those fiscal years. Early adoption was not
permitted. The Company adopted this standard on January 1,
2009. The adoption of this standard did not have a material
impact on the Company’s financial position and results of
operations.
Determining
Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock
In June 2008, the FASB issued
Determining Whether an
Instrument (or Embedded Feature) Is Indexed to an Entity’s
Own Stock.
This standard provides guidance on determining
whether an equity-linked financial instrument (or embedded
feature) can be considered indexed to an entity’s own
stock, which is a key criterion for determining if the
instrument may be classified as equity. There is a provision in
this standard that provides new guidance regarding how to
account for certain “anti-dilution” provisions that
provide downside price protection to an investor. This standard
is effective for fiscal years beginning after December 15,
2008. Early adoption was not permitted. The Company adopted this
standard on January 1, 2009. Due to certain downward price
protection provisions provided for in the equity and warrant
issuances completed with the Otto Family. The recording of these
issuances to market value resulted in a charge to earnings of
$199.8 million for the year ended December 31, 2009,
but did not have a material impact on the Company’s
financial position or cash flow.
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Equity
Method Investment Accounting Considerations
In November 2008, the FASB issued
Equity Method Investment
Accounting Considerations
. This standard clarifies the
accounting for certain transactions and impairment
considerations involving equity method investments. This
standard applies to all investments accounted for under the
equity method. This standard is effective for fiscal years and
interim periods beginning on or after December 15, 2008.
The Company adopted this standard on January 1, 2009. The
adoption of this standard did not have a material impact on the
Company’s financial position and results of operations.
Disclosures
about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued
Disclosures about Derivative
Instruments and Hedging Activities
, which is intended to
help investors better understand how derivative instruments and
hedging activities affect an entity’s financial position,
financial performance and cash flows through enhanced disclosure
requirements. The enhanced disclosures primarily surround
disclosing the objectives and strategies for using derivative
instruments by their underlying risk as well as a tabular format
of the fair values of the derivative instruments and their gains
and losses. This standard is effective for financial statements
issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The
Company adopted the financial statement disclosure requirements
of this standard beginning in the Company’s Quarterly
Report on
Form 10-Q
for the quarterly period ended March 31, 2009.
Interim
Disclosures about Fair Value of Financial Instruments
In April 2009, the FASB issued
Interim Disclosures about Fair
Value of Financial Instruments
, which requires fair value
disclosures for financial instruments that are not reflected in
the Consolidated Balance Sheets at fair value. Prior to the
issuance of this standard, the fair values of those assets and
liabilities were only disclosed annually. With the issuance of
this standard, the Company will be required to disclose this
information on a quarterly basis, providing quantitative and
qualitative information about fair value estimates for all
financial instruments not measured in the Consolidated Balance
Sheets at fair value. This standard is effective for interim
reporting periods that end after June 15, 2009. Early
adoption is permitted for periods ending after March 15,
2009. The Company adopted the financial statement disclosure
requirements of this standard beginning in the Company’s
Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 2009.
Determining
Fair Value When the Volume and Level of Activity for the Asset
or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
In April 2009, the FASB issued
Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are
Not Orderly
, which clarifies the methodology used to
determine fair value when there is no active market or where the
price inputs being used represent distressed sales. This
standard also reaffirms the objective of fair value measurement,
as stated in
Fair Value Measurements
, which is to reflect
how much an asset would be sold for in an orderly transaction.
It also reaffirms the need to use judgment to determine if a
formerly active market has become inactive, as well as to
determine fair values when markets have become inactive. This
standard applies prospectively and is effective for interim and
annual reporting periods ending after June 15, 2009. The
Company adopted this standard on July 1, 2009. The adoption
of this standard did not have a material impact on the
Company’s financial position and results of operations.
Subsequent
Events
In May 2009, the FASB issued
Subsequent Events
, which
provides guidance to establish general standards of accounting
for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available
to be issued. This standard also requires entities to disclose
the date through which subsequent events were evaluated as well
as the rationale for why that date was selected. This disclosure
should alert all users of financial statements that an entity
has not evaluated subsequent events after that date in the set
of financial statements being presented. This standard is
effective for interim and annual periods ending after
June 15,
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2009. The adoption of this standard did not have a material
impact on the Company’s financial position, results of
operations or cash flows.
Accounting
for Distributions to Shareholders with Components of Stock and
Cash
In January 2010, the FASB issued
Accounting for Distributions
to Shareholders with Components of Stock and Cash
to address
diversity in practice related to the accounting for a
distribution to shareholders that offers shareholders the
ability to elect to receive their entire distribution in cash or
shares of equivalent value with a potential limitation on the
total amount of cash that shareholders can elect to receive in
the aggregate. Historically, some entities have accounted for
the stock portion of the distribution as a new share issuance
that is reflected in earning per share (“EPS”)
prospectively. Other entities have accounted for the stock
portion of the distribution as a stock dividend by retroactively
restating shares outstanding and EPS for all periods presented.
The amendments in this standard clarify that the stock portion
of a distribution to shareholders that allows them to elect to
receive cash or shares with a potential limitation on the total
amount of cash that all shareholders can elect to receive in the
aggregate is considered a share issuance, thus eliminating the
diversity in practice. The guidance is effective for interim and
annual periods ending on or after December 15, 2009. The
adoption of this standard did not have a material impact on the
Company’s financial position and results of operations.
New
Accounting Standards to Be Implemented
Amendments
to Consolidation of Variable Interest Entities
In June 2009, the FASB issued
Amendments to Consolidation of
Variable Interest Entities
, which is effective for fiscal
years beginning after November 15, 2009, and introduces a
more qualitative approach to evaluating VIEs for consolidation.
This standard requires a company to perform an analysis to
determine whether its variable interests give it a controlling
financial interest in a VIE. This analysis identifies the
primary beneficiary of a VIE as the entity that has (a) the
power to direct the activities of the VIE that most
significantly affect the VIE’s economic performance and
(b) the obligation to absorb losses or the right to receive
benefits that could potentially be significant to the VIE. In
determining whether it has the power to direct the activities of
the VIE that most significantly affect the VIE’s
performance, this standard requires a company to assess whether
it has an implicit financial responsibility to ensure that a VIE
operates as designed. This standard requires continuous
reassessment of primary beneficiary status rather than periodic,
event-driven assessments as previously required, and
incorporates expanded disclosure requirements. The guidance in
this standard is effective for the first fiscal year beginning
after November 15, 2009, and for interim periods within
that first period, with earlier adoption prohibited. The Company
does not believe the adoption of this standard will have a
material impact on the Company’s financial position and
results of operations.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company’s primary market risk exposure is interest rate
risk. The Company’s debt, excluding unconsolidated joint
venture debt, is summarized as follows:
| December 31, 2009 | December 31, 2008 | |||||||||||||||||||||||||||||||
|
Weighted-
|
Weighted-
|
Weighted-
|
Weighted-
|
|||||||||||||||||||||||||||||
|
Average
|
Average
|
Average
|
Average
|
|||||||||||||||||||||||||||||
|
Amount
|
Maturity
|
Interest
|
Percentage
|
Amount
|
Maturity
|
Interest
|
Percentage
|
|||||||||||||||||||||||||
| (Millions) | (Years) | Rate | of Total | (Millions) | (Years) | Rate | of Total | |||||||||||||||||||||||||
|
Fixed-Rate
Debt
(A)
|
$ | 3,684.0 | 3.3 | 5.7 | % | 71.1 | % | $ | 4,375.5 | 3.0 | 5.1 | % | 74.6 | % | ||||||||||||||||||
|
Variable-Rate
Debt
(A)
|
$ | 1,494.7 | 2.0 | 1.5 | % | 28.9 | % | $ | 1,491.2 | 2.7 | 1.7 | % | 25.4 | % | ||||||||||||||||||
| (A) | Adjusted to reflect the $400 million and $600 million of variable-rate debt that LIBOR was swapped to a fixed-rate of 5.0% for each of the years ended December 31, 2009 and 2008. |
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The Company’s unconsolidated joint ventures’
indebtedness is summarized as follows:
| December 31, 2009 | December 31, 2008 | |||||||||||||||||||||||||||||||
|
Joint
|
Company’s
|
Weighted-
|
Weighted-
|
Joint
|
Company’s
|
Weighted-
|
Weighted-
|
|||||||||||||||||||||||||
|
Venture
|
Proportionate
|
Average
|
Average
|
Venture
|
Proportionate
|
Average
|
Average
|
|||||||||||||||||||||||||
|
Debt
|
Share
|
Maturity
|
Interest
|
Debt
|
Share
|
Maturity
|
Interest
|
|||||||||||||||||||||||||
| (Millions) | (Millions) | (Years) | Rate | (Millions) | (Millions) | (Years) | Rate | |||||||||||||||||||||||||
|
Fixed-Rate Debt
|
$ | 3,807.2 | $ | 785.4 | 4.8 | 5.6 | % | $ | 4,581.6 | $ | 982.3 | 5.3 | 5.5 | % | ||||||||||||||||||
|
Variable-Rate Debt
|
$ | 740.5 | $ | 131.6 | 0.6 | 3.0 | % | $ | 1,195.3 | $ | 233.8 | 1.2 | 2.2 | % | ||||||||||||||||||
The Company intends to utilize retained cash flow, including
proceeds from asset sales, debt and equity financing, including
variable-rate indebtedness available under its Revolving Credit
Facilities, to initially fund future acquisitions, developments
and expansions of shopping centers. Thus, to the extent the
Company incurs additional variable-rate indebtedness, its
exposure to increases in interest rates in an inflationary
period would increase. The Company does not believe, however,
that increases in interest expense as a result of inflation will
significantly affect the Company’s distributable cash flow.
The interest rate risk on a portion of the Company’s and
its unconsolidated joint ventures’ variable-rate debt
described above has been mitigated through the use of interest
rate swap agreements (the “Swaps”) with major
financial institutions. At December 31, 2009 and 2008, the
interest rate on the Company’s $400 million and
$600 million consolidated floating rate debt, respectively,
was swapped to fixed rates. The Company is exposed to credit
risk in the event of nonperformance by the counter-parties to
the Swaps. The Company believes it mitigates its credit risk by
entering into Swaps with major financial institutions.
A joint venture in which the Company had an ownership interest
at December 31, 2008, DDR Macquarie Fund (see 2009
Strategic Transactions), entered into fixed-rate interest swaps
that carried notional amounts of $377.3 million, of which
the Company’s proportionate share was $94.3 million at
December 31, 2008. These swaps converted variable-rate
LIBOR to a weighted-average fixed rate of 5.1%. These
derivatives were marked to market with the adjustments flowing
through its income statement. The fair value adjustment at
December 31, 2008, was not significant. The fair value of
the swaps referred to above was calculated based upon expected
changes in future benchmark interest rates.
The fair value of the Company’s fixed-rate debt is adjusted
to (i) include the $400 million and $600 million
that were swapped to a fixed rate at December 31, 2009 and
2008, respectively, and (ii) include the Company’s
proportionate share of the joint venture fixed-rate debt. An
estimate of the effect of a 100-point increase at
December 31, 2009, is summarized as follows (in millions):
| December 31, 2009 | December 31, 2008 | |||||||||||||||||||||||
|
100-Basis-
|
100-Basis-
|
|||||||||||||||||||||||
|
Point-
|
Point-
|
|||||||||||||||||||||||
|
Increase in
|
Increase in
|
|||||||||||||||||||||||
|
Market
|
Market
|
|||||||||||||||||||||||
|
Carrying
|
Interest
|
Carrying
|
Interest
|
|||||||||||||||||||||
| Value | Fair Value | Rates | Value | Fair Value | Rates | |||||||||||||||||||
|
Company’s fixed-rate debt
|
$ | 3,684.0 | $ | 3,672.1 | (A) | $ | 3,579.4 | (B) | $ | 4,375.5 | $ | 3,439.0 | (A) | $ | 3,381.3 | (B) | ||||||||
|
Company’s proportionate share of joint venture fixed-rate
debt
|
$ | 785.4 | $ | 703.1 | $ | 681.0 | $ | 982.3 | $ | 911.0 | $ | 878.8 | ||||||||||||
| (A) | Includes the fair value of interest rate swaps, which was a liability of $15.4 million and $21.7 million at December 31, 2009 and 2008, respectively. | |
| (B) | Includes the fair value of interest rate swaps, which was a liability of $12.2 million and $12.4 million at December 31, 2009 and 2008, respectively. |
The sensitivity to changes in interest rates of the
Company’s fixed-rate debt was determined utilizing a
valuation model based upon factors that measure the net present
value of such obligations that arise from the hypothetical
estimate as discussed above.
Further, a 100 basis-point increase in short-term market
interest rates at December 31, 2009 and 2008, would result
in an increase in interest expense of approximately
$14.9 million in each period for the Company and
132
Table of Contents
$1.3 million and $2.3 million, respectively,
representing the Company’s proportionate share of the joint
ventures’ interest expense relating to variable-rate debt
outstanding for the twelve-month periods. The estimated increase
in interest expense for the year does not give effect to
possible changes in the daily balance for the Company’s or
joint ventures’ outstanding variable-rate debt.
The Company and its joint ventures intend to continually monitor
and actively manage interest costs on their variable-rate debt
portfolio and may enter into swap positions based on market
fluctuations. In addition, the Company believes that it has the
ability to obtain funds through additional equity
and/or
debt
offerings, including the issuance of unsecured notes and joint
venture capital. Accordingly, the cost of obtaining such
protection agreements in relation to the Company’s access
to capital markets will continue to be evaluated. The Company
has not, and does not plan to, enter into any derivative
financial instruments for trading or speculative purposes. As of
December 31, 2009, the Company had no other material
exposure to market risk.
133
Table of Contents
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The response to this item is included in a separate section at
the end of this report beginning on
page F-1.
| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| Item 9A. | CONTROLS AND PROCEDURES |
Disclosure
Controls and Procedures
Based on their evaluation as required by Securities Exchange Act
Rules 13a-15(b)
and
15d-15(b),
the Company’s Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”) have concluded that
the Company’s disclosure controls and procedures (as
defined in Securities Exchange Act
Rules 13a-15(e)
and
15d-15(e))
are effective as of December 31, 2009, to ensure that
information required to be disclosed by the Company in reports
that it files or submits under the Securities Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules
and forms and were effective as of December 31, 2009, to
ensure that information required to be disclosed by the Company
issuer in the reports that it files or submits under the
Securities Exchange Act is accumulated and communicated to the
Company’s management, including its CEO and CFO, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Management’s
Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing
and maintaining adequate internal control over financial
reporting as defined in Exchange Act
Rule 13a-15(f).
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of its internal control
over financial reporting based on the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control — Integrated Framework.
Based on those criteria, management concluded that the
Company’s internal control over financial reporting was
effective as of December 31, 2009.
The effectiveness of the Company’s internal control over
financial reporting as of December 31, 2009, has been
audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as stated in their report which appears
herein.
Changes
in Internal Control over Financial Reporting
During the three-month period ended December 31, 2009,
there were no changes in the Company’s internal control
over financial reporting that materially affected or are
reasonably likely to materially affect the Company’s
internal control over financial reporting.
| Item 9B. | OTHER INFORMATION |
None.
134
Table of Contents
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The Company’s Board of Directors has adopted the following
corporate governance documents:
| • | Corporate Governance Guidelines that guide the Board of Directors in the performance of its responsibilities to serve the best interests of the Company and its shareholders; | |
| • | Written charters of the Audit Committee, Executive Compensation Committee and Nominating and Corporate Governance Committee; | |
| • | Code of Ethics for Senior Financial Officers that applies to the chief executive officer, chief financial officer, chief accounting officer, controllers, treasurer and chief internal auditor, if any, of the Company (amendments to, or waivers from, the Code of Ethics for Senior Financial Officers may be disclosed on the Company’s website); and | |
| • | Code of Business Conduct and Ethics that governs the actions and working relationships of the Company’s employees, officers and directors with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media and anyone else with whom the Company has or may have contact. |
Copies of the Company’s corporate governance documents are
available on the Company’s website, www.ddr.com, under
“Investor Relations — Corporate Governance.”
Certain other information required by this Item 10 is
incorporated by reference to the information under the headings
“Proposal One: Election of Directors —
Nominees for Director” and “— Corporate
Governance” and “Section 16(a) Beneficial
Ownership Reporting Compliance” contained in the
Company’s Proxy Statement in connection with its annual
meeting of shareholders to be held on May 11, 2010, and the
information under the heading “Executive Officers” in
Part I of this Annual Report on
Form 10-K.
| Item 11. | EXECUTIVE COMPENSATION |
Information required by this Item 11 is incorporated herein
by reference to the information under the headings
“Proposal One: Election of Directors —
Compensation of Directors” and “Executive
Compensation” contained in the Company’s Proxy
Statement in connection with its annual meeting of shareholders
to be held on May 11, 2010.
135
Table of Contents
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Certain information required by this Item 12 is
incorporated herein by reference to the “Security Ownership
of Certain Beneficial Owners and Management” section of the
Company’s Proxy Statement in connection with its annual
meeting of shareholders to be held on May 11, 2010. The
following table sets forth the number of securities issued and
outstanding under the existing plans, as of December 31,
2009, as well as the weighted-average exercise price of
outstanding options.
EQUITY
COMPENSATION PLAN INFORMATION
|
Number of
|
||||||||||||
|
Securities to be
|
Number of Securities
|
|||||||||||
|
Issued upon
|
Remaining Available for
|
|||||||||||
|
Exercise of
|
Weighted-Average
|
Future Issuance Under
|
||||||||||
|
Outstanding
|
Exercise Price of
|
Equity Compensation Plans
|
||||||||||
|
Options,
|
Outstanding
|
(excluding securities
|
||||||||||
|
Warrants and
|
Options, Warrants
|
reflected
|
||||||||||
|
Rights
|
and Rights
|
in column)
|
||||||||||
|
Plan category
|
(a) | (b) | (c) | |||||||||
|
Equity compensation plans approved by security
holders
(1)
|
3,330,313 | (2) | $ | 29.08 | 4,986,319 | |||||||
|
Equity compensation plans not approved by security
holders
(3)
|
21,666 | $ | 19.79 | N/A | ||||||||
|
Total
|
3,351,979 | $ | 29.02 | 4,986,319 | ||||||||
| (1) | Includes information related to the Company’s 1992 Employees’ Share Option Plan, 1996 Equity Based Award Plan, 1998 Equity Based Award Plan, 2002 Equity Based Award Plan, 2004 Equity Based Award Plan and 2008 Equity Based Award Plan. | |
| (2) | Does not include 1,143,000 shares of restricted stock, as these shares have been reflected in the Company’s total shares outstanding. | |
| (3) | Represents options issued to directors of the Company. The options granted to the directors were at the fair market value at the date of grant and are fully vested. |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information required by this Item 13 is incorporated herein
by reference to the “Certain Transactions” section of
the Company’s Proxy Statement in connection with its annual
meeting of shareholders to be held on May 11, 2010.
| Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Incorporated herein by reference to the “Fees Paid to
PricewaterhouseCoopers LLP” section of the Company’s
Proxy Statement in connection with its annual meeting of
shareholders to be held on May 11, 2010.
136
Table of Contents
| Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
a.) 1. Financial Statements
The following documents are filed as a part of this report:
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2009 and
2008.
Consolidated Statements of Operations for the three years ended
December 31, 2009.
Consolidated Statements of Equity for the three years ended
December 31, 2009.
Consolidated Statements of Cash Flows for the three years ended
December 31, 2009.
Notes to the Consolidated Financial Statements.
2. Financial Statement Schedules
The following financial statement schedules are filed herewith
as part of this Annual Report on
Form 10-K
and should be read in conjunction with the Consolidated
Financial Statements of the registrant:
Schedule
II — Valuation and Qualifying Accounts and Reserves
for the three years ended December 31, 2009.
III — Real Estate and Accumulated Depreciation at
December 31, 2009.
IV — Mortgage Loans on Real Estate at
December 31, 2009.
Schedules not listed above have been omitted because they are
not applicable or because the information required to be set
forth therein is included in the Consolidated Financial
Statements or notes thereto.
Financial statements of the Company’s unconsolidated joint
venture companies, except for DDRTC Core Retail Fund, LLC
,
Macquarie DDR Trust and Coventry II DDR Bloomfield LLC,
have been omitted because they do not meet the significant
subsidiary definition of S-X 210.1-02(w).
| b) | Exhibits — The following exhibits are filed as part of or incorporated by reference into, this report: |
|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 2 | 2 | .1 | Agreement and Plan of Merger, dated October 20, 2006, by and among the Company, Inland Retail Real Estate Trust, Inc. and DDR IRR Acquisition LLC | Current Report on Form 8-K (Filed with the SEC on October 23, 2006; File No. 001-11690) | ||||||
| 2 | 2 | .2 | Purchase and Sale Agreement, dated July 9, 2008, by and between the Company and Wolstein Business Enterprises, L.P. | Current Report on Form 8-K (Filed with the SEC on July 15, 2008; File No. 001-11690) | ||||||
| 3 | 3 | .1 | Second Amended and Restated Articles of Incorporation of the Company, as amended effective July 10, 2009 | Current Report on Form 8-K (Filed with the SEC on August 10, 2009; File No. 001-11690) | ||||||
| 3 | 3 | .2 | Amended and Restated Code of Regulations of the Company | Quarterly Report on Form 10-Q (Filed with the SEC on May 11, 2009; File No. 001-11690) | ||||||
137
Table of Contents
|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 4 | 4 | .1 | Specimen Certificate for Common Shares | Filed herewith | ||||||
| 4 | 4 | .2 | Specimen Certificate for 8.0% Class G Cumulative Redeemable Preferred Shares | Filed herewith | ||||||
| 4 | 4 | .3 | Deposit Agreement, dated as of October 26, 2009, by and between the Company and Mellon Investor Services LLC Relating to Depositary Shares Representing 8.0% Class G Cumulative Redeemable Preferred Shares (including Specimen Certificate for Depositary Shares) | Filed herewith | ||||||
| 4 | 4 | .4 | Specimen Certificate for 7 3 / 8 % Class H Cumulative Redeemable Preferred Shares | Filed herewith | ||||||
| 4 | 4 | .5 | Deposit Agreement, dated as of October 26, 2009, by and between the Company and Mellon Investor Services LLC Relating to Depositary Shares Representing 7 3 / 8 % Class H Cumulative Redeemable Preferred Shares (including Specimen Certificate for Depositary Shares) | Filed herewith | ||||||
| 4 | 4 | .6 | Specimen Certificate for 7.50% Class I Cumulative Redeemable Preferred Shares | Filed herewith | ||||||
| 4 | 4 | .7 | Deposit Agreement, dated as of October 26, 2009, by and between the Company and Mellon Investor Services LLC Relating to Depositary Shares Representing 7.50% Class I Cumulative Redeemable Preferred Shares (including Specimen Certificate for Depositary Shares) | Filed herewith | ||||||
| 4 | 4 | .8 | Indenture, dated as of May 1, 1994, by and between the Company and The Bank of New York (as successor to JP Morgan Chase Bank, N.A., successor to Chemical Bank), as Trustee | Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003) | ||||||
| 4 | 4 | .9 | Indenture, dated as of May 1, 1994, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)), as Trustee | Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003) | ||||||
| 4 | 4 | .10 | First Supplemental Indenture, dated as of May 10 1995, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003) | ||||||
| 4 | 4 | .11 | Second Supplemental Indenture, dated as of July 18, 2003, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003) | ||||||
| 4 | 4 | .12 | Third Supplemental Indenture, dated as of January 23, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Form S-4 Registration No. 333-117034 (Filed with the SEC on June 30, 2004) | ||||||
| 4 | 4 | .13 | Fourth Supplemental Indenture, dated as of April 22, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Form S-4 Registration No. 333-117034 (Filed with the SEC on June 30, 2004) | ||||||
138
Table of Contents
|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 4 | 4 | .14 | Fifth Supplemental Indenture, dated as of April 28, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Annual Report on Form 10-K (Filed with the SEC on February 21, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .15 | Sixth Supplemental Indenture, dated as of October 7, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Annual Report on Form 10-K (Filed with the SEC on February 21, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .16 | Seventh Supplemental Indenture, dated as of August 28, 2006, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Current Report on Form 8-K (Filed with the SEC on September 1, 2006; File No. 001-11690) | ||||||
| 4 | 4 | .17 | Eighth Supplemental Indenture, dated as of June 29, 2006, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Current Report on Form 8-K (Filed with the SEC on March 16, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .18 | Ninth Supplemental Indenture, dated as of September 30, 2009, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as Trustee | Form S-3 Registration No. 333-162451 (Filed on October 13, 2009) | ||||||
| 4 | 4 | .19 | Form of Fixed Rate Senior Medium-Term Note | Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690) | ||||||
| 4 | 4 | .20 | Form of Fixed Rate Subordinated Medium-Term Note | Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690) | ||||||
| 4 | 4 | .21 | Form of Floating Rate Subordinated Medium-Term Note | Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690) | ||||||
| 4 | 4 | .22 | Form of 5.25% Note due 2011 | Form S-4 Registration No. 333-117034 (Filed with the SEC on June 30, 2004) | ||||||
| 4 | 4 | .23 | Form of 3.00% Convertible Senior Note due 2012 | Current Report on Form 8-K (Filed with the SEC on March 16, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .24 | Form of 3.50% Convertible Senior Note due 2011 | Current Report on Form 8-K (Filed with the SEC on September 1, 2006; File No. 001-11690) | ||||||
| 4 | 4 | .25 | Seventh Amended and Restated Credit Agreement, dated June 29, 2006, by and among the Company and JPMorgan Securities, Inc. and Banc of America Securities LLC, and other lenders named therein | Current Report on Form 8-K (Filed with the SEC on July 6, 2006; File No. 001-11690) | ||||||
139
Table of Contents
|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 4 | 4 | .26 | First Amendment to the Seventh Amended and Restated Revolving Credit Agreement, dated March 30, 2007, by and among the Company and JPMorgan Chase Bank, N.A and other lenders named therein | Current Report on Form 8-K (Filed with the SEC on February 26, 2007; File No. 001-116907) | ||||||
| 4 | 4 | .27 | Second Amendment to the Seventh Amended and Restated Revolving Credit Agreement, dated December 7, 2007, by and among the Company and JPMorgan Chase Bank, N.A and other lenders named therein | Current Report on Form 8-K (Filed with the SEC on December 12, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .28 | Third Amendment to the Seventh Amended and Restated Revolving Credit Agreement, dated December 26, 2007, by and among the Company and JPMorgan Chase Bank, N.A and other lenders named therein | Current Report on Form 8-K (Filed with the SEC on December 28, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .29 | First Amended and Restated Secured Term Loan Agreement, dated June 29, 2006, by and among the Company and Keybanc Capital Markets and Banc of America Securities, LLC and other lenders named therein | Current Report on Form 8-K (Filed with the SEC on July 6, 2006; File No. 001-11690) | ||||||
| 4 | 4 | .30 | Second Amendment to the First Amended and Restated Secured Term Loan Agreement, dated March 30, 2007, by and among the Company, Keybanc Capital Markets and Banc of America Securities, LLC and other lenders named therein | Quarterly Report on Form 10-Q (Filed with the SEC on May 10, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .31 | Third Amendment to the First Amended and Restated Secured Term Loan Agreement, dated December 10, 2007, by and among the Company, Keybanc Capital Markets and Banc of America Securities, LLC and other lenders named therein | Current Report on Form 8-K (Filed with the SEC on December 12, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .32 | Registration Rights Agreement, dated March 3, 2007, by and among the Company and the Initial Purchasers named therein | Current Report on Form 8-K (Filed with the SEC on March 16, 2007; File No. 001-11690) | ||||||
| 4 | 4 | .33 | Registration Rights Agreement, dated August 28, 2006, by and among the Company and the Initial Purchasers named therein | Current Report on Form 8-K (Filed with the SEC on September 1, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .1 | Stock Option Plan* | Form S-8 Registration No. 33-74562 (Filed with the SEC on January 28, 1994) | ||||||
| 10 | 10 | .2 | Amended and Restated Directors’ Deferred Compensation Plan* | Form S-8 Registration No. 333-147270 (Filed with the SEC on November 9, 2007) | ||||||
| 10 | 10 | .3 | Elective Deferred Compensation Plan (Amended and Restated as of January 1, 2004)* | Annual Report on Form 10-K (Filed with the SEC on March 15, 2004; File No. 001-11690) | ||||||
| 10 | 10 | .4 | Developers Diversified Realty Corporation Equity Deferred Compensation Plan* | Form S-3 Registration No. 333-108361 (Filed with the SEC on August 29, 2003) | ||||||
| 10 | 10 | .5 | Developers Diversified Realty Corporation Equity Deferred Compensation Plan, restated as of January 1, 2009* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
140
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|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 10 | 10 | .6 | Developers Diversified Realty Corporation 2005 Directors’ Deferred Compensation Plan* | Form S-8 Registration No. 333-147270 (Filed with the SEC on November 9, 2007) | ||||||
| 10 | 10 | .7 | Developers Diversified Realty Corporation Equity-Based Award Plan* | Annual Report on Form 10-K (Filed with the SEC on March 15, 2004; File No. 001-11690) | ||||||
| 10 | 10 | .8 | Amended and Restated 1998 Developers Diversified Realty Corporation Equity-Based Award Plan* | Form S-8 Registration No. 333-76537 (Filed with the SEC on April 19, 1999) | ||||||
| 10 | 10 | .9 | Amended and Restated 2002 Developers Diversified Realty Corporation Equity-Based Award Plan* | Filed herewith | ||||||
| 10 | 10 | .10 | Amended and Restated 2004 Developers Diversified Realty Corporation Equity-Based Award Plan* | Filed herewith | ||||||
| 10 | 10 | .11 | Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009)* | Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .12 | Form of Restricted Share Agreement under the 1996/1998/2002/2004 Developers Diversified Realty Corporation Equity-Based Award Plan* | Annual Report on Form 10-K (Filed with the SEC on March 16, 2005; File No. 001-11690) | ||||||
| 10 | 10 | .13 | Form of Restricted Share Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .14 | Form Restricted Shares Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .15 | Form of Unrestricted Shares Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC on May 11, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .16 | Form of Incentive Stock Option Grant Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .17 | Form of Incentive Stock Option Grant Agreement for Executive Officers (with accelerated vesting upon retirement) under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .18 | Form of Non-Qualified Stock Option Grant Agreement for Executive Officers under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
141
Table of Contents
|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 10 | 10 | .19 | Form of Non-Qualified Stock Option Grant Agreement for Executive Officers (with accelerated vesting upon retirement) under the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .20 | Form Stock Option Agreement for Incentive Stock Options Grants to Executive Officers* | Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .21 | Form Stock Options Agreement for Non-Qualified Stock Option Grants to Executive Officers* | Quarterly Report on Form 10-Q (Filed with the SEC August 7, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .22 | Form of Directors’ Restricted Shares Agreement, dated January 1, 2000* | Form S-11 Registration No. 333-76278 (Filed with SEC on January 4, 2002; see Exhibit 10(ff) therein) | ||||||
| 10 | 10 | .23 | Form 2009 Retention Award Agreement* | Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .24 | Developers Diversified Realty Corporation Value Sharing Equity Program | Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .25 | Performance Units Agreement, dated March 1, 2000, by and between the Company and Scott A. Wolstein* | Annual Report on Form 10-K (Filed with the SEC on March 8, 2002; File No. 001-11690) | ||||||
| 10 | 10 | .26 | Performance Units Agreement, dated January 2, 2002, by and between the Company and Scott A. Wolstein* | Annual Report on Form 10-K (Filed with the SEC on March 8, 2002; File No. 001-11690) | ||||||
| 10 | 10 | .27 | Performance Units Agreement, dated January 2, 2002, between the Company and David M. Jacobstein* | Quarterly Report on Form 10-Q (Filed with the SEC on May 15, 2002; File No. 001-11690) | ||||||
| 10 | 10 | .28 | Performance Units Agreement, dated January 2, 2002, by and between the Company and Daniel B. Hurwitz* | Quarterly Report on Form 10-Q (Filed with the SEC on May 15, 2002; File No. 001-11690) | ||||||
| 10 | 10 | .29 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and Joan U. Allgood* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .30 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and Richard E. Brown* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
142
Table of Contents
|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 10 | 10 | .31 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and Timothy J. Bruce* | Annual Report on form 10-K (Filed with the SEC on February 27, 200; File No. 001-116909) | ||||||
| 10 | 10 | .32 | Separation Agreement and Release, dated July 28, 2009, between the Company and Timothy J. Bruce* | Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .33 | Employment Agreement, dated October 15, 2008, by and between the Company and Daniel B. Hurwitz* | Current Report on Form 8-K (Filed with the SEC on October 21, 2008; File No. 001-11690) | ||||||
| 10 | 10 | .34 | Amended and Restated Employment Agreement, dated July 29, 2009, by and between the Company and Daniel B. Hurwitz* | Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .35 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and David M. Jacobstein* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .36 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and David J. Oakes* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .37 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and William H. Schafer* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .38 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and Robin R. Walker-Gibbons* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .39 | Employment Agreement, dated October 15, 2008, by and between the Company and Scott A. Wolstein* | Current Report on Form 8-K (Filed with the SEC on October 21, 2008; File No. 001-11690) | ||||||
| 10 | 10 | .40 | Amended and Restated Employment Agreement, dated July 29, 2009, by and between the Company and Scott A. Wolstein* | Quarterly Report on Form 10-Q (Filed with the SEC on November 6, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .41 | Amended and Restated Employment Agreement, dated December 29, 2008, by and between the Company and John S. Kokinchak* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .42 | Employment Agreement, dated December 29, 2008, by and between the Company and Paul Freddo* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
143
Table of Contents
|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 10 | 10 | .43 | Change in Control Agreement, dated October 15, 2008, by and between the Company and Scott A. Wolstein* | Current Report on Form 8-K (Filed with the SEC on October 21, 2008; File No. 001-11690) | ||||||
| 10 | 10 | .44 | Change in Control Agreement, dated October 15, 2008, by and between the Company and Daniel B. Hurwitz* | Current Report on Form 8-K (Filed with the SEC on October 21, 2008; File No. 001-11690) | ||||||
| 10 | 10 | .45 | Amended and Restated Change in Control Agreement, dated December 29, 2008, by and between the Company and David M. Jacobstein* | Annual Report on Form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .46 | Form of Change in Control Agreement, entered into with certain officers of the Company* | Annual Report on form 10-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .47 | Outperformance Long-Term Incentive Plan Agreement, dated February 23, 2006, by and between the Company and Joan U. Allgood* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .48 | Outperformance Long-Term Incentive Plan Agreement, dated February 23, 2006, by and between the Company and Richard E. Brown* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .49 | Outperformance Long-Term Incentive Plan Agreement, dated February 23, 2006, by and between the Company and Timothy J. Bruce* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .50 | Outperformance Long-Term Incentive Plan Agreement, dated February 23, 2006, by and between the Company and William H. Schafer* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .51 | Outperformance Long-Term Incentive Plan Agreement, dated February 23, 2006, by and between the Company and Robin R. Walker-Gibbons* | Quarterly Report on Form 10-Q (Filed with the SEC on November 9, 2006; File No. 001-11690) | ||||||
| 10 | 10 | .52 | Form of Indemnification Agreement for directors of the Company | Current Report on Form 8-K (Filed with the SEC on April 7, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .53 | Form of Indemnification Agreement for executive officers of the Company | Current Report on Form 8-K (Filed with the SEC on April 7, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .54 | Form of Medium-Term Note Distribution Agreement | Annual Report on Form 10-K (Filed with the SEC on March 30, 2000; File No. 001-11690) | ||||||
144
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|
Exhibit
|
||||||||||
|
No.
|
Form
|
|||||||||
|
Under
|
10-K
|
Filed Herewith or
|
||||||||
|
Reg.S-K
|
Exhibit
|
Incorporated Herein by
|
||||||||
|
Item 601
|
No.
|
Description
|
Reference
|
|||||||
| 10 | 10 | .55 | Program Agreement for Retail Value Investment Program, dated February 11, 1998, by and among Retail Value Management, Ltd., the Company and The Prudential Insurance Company of America | Annual Report on Form 10-K (Filed with the SEC on March 15, 2004; File No. 001-11690) | ||||||
| 10 | 10 | .56 | Stock Purchase Agreement, dated as of February 23, 2009, between Developers Diversified Realty Corporation and Alexander Otto (including the forms of Warrant, Investor Rights Agreement, Waiver Agreement, Tax Agreement and Voting Agreement) | Current Report on Form 8-K (Filed with the SEC on February 27, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .57 | Investors’ Rights Agreement, dated as of May 11, 2009, by and between the Company and Alexander Otto | Current Report on Form 8-K (Filed with the SEC on May 11, 2009; File No. 001-11690) | ||||||
| 10 | 10 | .58 | Waiver Agreement, dated as of May 11, 2009, by and between the Company and Alexander Otto | Current Report on Form 8-K (Filed with the SEC on May 11, 2009; File No. 001-11690) | ||||||
| 21 | 21 | .1 | List of Subsidiaries | Filed herewith | ||||||
| 23 | 23 | .1 | Consent of PricewaterhouseCoopers LLP | Filed herewith | ||||||
| 23 | 23 | .2 | Consent of PricewaterhouseCoopers LLP (DDRTC Core Retail Fund, LLC) | Filed herewith | ||||||
| 23 | 23 | .3 | Consent of PricewaterhouseCoopers LLP (Coventry II DDR Bloomfield LLC) | Filed herewith | ||||||
| 23 | 23 | .4 | Consent of PricewaterhouseCoopers (Macquarie DDR Trust) | Filed herewith | ||||||
| 31 | 31 | .1 | Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | Filed herewith | ||||||
| 31 | 31 | .2 | Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | Filed herewith | ||||||
| 32 | 32 | .1 | Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 | Filed herewith | ||||||
| 32 | 32 | .2 | Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 | Filed herewith | ||||||
| 99 | 99 | .1 | DDRTC Core Retail Fund, LLC Consolidated Financial Statements | Filed herewith | ||||||
| 99 | 99 | .2 | Coventry II DDR Bloomfield LLC Consolidated Financial Statements | Filed herewith | ||||||
| 99 | 99 | .3 | Macquarie DDR Trust Consolidated Financial Statements | Filed herewith | ||||||
| * | Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. |
145
DEVELOPERS
DIVERSIFIED REALTY CORPORATION
INDEX TO
FINANCIAL STATEMENTS
| Page | ||||
|
Financial Statements:
|
||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-5 | ||||
| F-6 | ||||
| F-7 | ||||
|
Financial Statement Schedules:
|
||||
| F-65 | ||||
| F-66 | ||||
| F-78 | ||||
All other schedules are omitted because they are not applicable
or the required information is shown in the consolidated
financial statements or notes thereto.
Financial statements of the Company’s unconsolidated joint
venture companies, except for DDRTC Core Retail Fund LLC,
Macquarie DDR Trust and Coventry II DDR Bloomfield LLC have
been omitted because they do not meet the significant subsidiary
definition of S-X 210.1-02(w).
F-1
Table of Contents
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Developers Diversified Realty Corporation:
To The Board of Directors and Shareholders of Developers
Diversified Realty Corporation:
In our opinion, the consolidated financial statements listed in
the index appearing under Item 15(a)(1) present fairly, in
all material respects, the financial position of Developers
Diversified Realty Corporation and its subsidiaries at
December 31, 2009, and 2008, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2009 in conformity with
accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement
schedules listed in the index appearing under Item 15(a)(2)
present fairly, in all material respects, the information set
forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the
Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2009,
based on criteria established in
Internal Control —
Integrated Framework
issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The
Company’s management is responsible for these financial
statements and financial statement schedules, for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting, included in Management’s Report on
Internal Control over Financial Reporting” appearing under
Item 9A. Our responsibility is to express opinions on these
financial statements, on the financial statement schedules, and
on the Company’s internal control over financial reporting
based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement and whether effective internal control over
financial reporting was maintained in all material respects. Our
audits of the financial statements included examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an
understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
As discussed in Note 1 to the consolidated financial
statements, the Company changed the manner in which it accounts
for convertible debt instruments that may be settled in cash
upon conversion, for business combinations and non-controlling
interests in 2009.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PRICEWATERHOUSECOOPERS
LLP
Cleveland, Ohio
February 26, 2010
F-2
Table of Contents
CONSOLIDATED
BALANCE SHEETS
(In thousands, except share amounts)
(In thousands, except share amounts)
| December 31, | ||||||||
|
(As Adjusted)
|
||||||||
| 2009 | 2008 | |||||||
|
Assets
|
||||||||
|
Land
|
$ | 1,971,782 | $ | 2,073,947 | ||||
|
Buildings
|
5,694,659 | 5,890,332 | ||||||
|
Fixtures and tenant improvements
|
287,143 | 262,809 | ||||||
| 7,953,584 | 8,227,088 | |||||||
|
Less: Accumulated depreciation
|
(1,332,534 | ) | (1,208,903 | ) | ||||
| 6,621,050 | 7,018,185 | |||||||
|
Construction in progress and land held for development
|
858,900 | 882,478 | ||||||
|
Real estate held for sale
|
10,453 | — | ||||||
| 7,490,403 | 7,900,663 | |||||||
|
Investments in and advances to joint ventures
|
420,541 | 583,767 | ||||||
|
Cash and cash equivalents
|
26,172 | 29,494 | ||||||
|
Restricted cash
|
95,673 | 111,792 | ||||||
|
Accounts receivable, net
|
146,809 | 164,356 | ||||||
|
Notes receivable
|
74,997 | 75,781 | ||||||
|
Deferred charges, net
|
33,162 | 25,579 | ||||||
|
Other assets, net
|
138,849 | 128,790 | ||||||
| $ | 8,426,606 | $ | 9,020,222 | |||||
|
Liabilities and Equity
|
||||||||
|
Unsecured indebtedness:
|
||||||||
|
Senior notes, net
|
$ | 1,689,841 | $ | 2,402,032 | ||||
|
Revolving credit facility
|
775,028 | 1,027,183 | ||||||
| 2,464,869 | 3,429,215 | |||||||
|
Secured indebtedness:
|
||||||||
|
Term debt
|
800,000 | 800,000 | ||||||
|
Mortgage and other secured indebtedness
|
1,913,794 | 1,637,440 | ||||||
| 2,713,794 | 2,437,440 | |||||||
|
Total indebtedness
|
5,178,663 | 5,866,655 | ||||||
|
Accounts payable and accrued expenses
|
130,404 | 169,014 | ||||||
|
Dividends payable
|
10,985 | 6,967 | ||||||
|
Other liabilities
|
153,591 | 112,165 | ||||||
| 5,473,643 | 6,154,801 | |||||||
|
Redeemable operating partnership units
|
627 | 627 | ||||||
|
Commitments and contingencies (Note 11)
|
||||||||
|
Developers Diversified Realty Corporation Equity:
|
||||||||
|
Preferred shares (Note 12)
|
555,000 | 555,000 | ||||||
|
Common shares, with par value, $0.10 stated value;
500,000,000 and 300,000,000 shares authorized; 201,742,589
and 128,642,765 shares issued at December 31, 2009 and
2008, respectively
|
20,174 | 12,864 | ||||||
|
Paid-in-capital
|
3,374,528 | 2,849,364 | ||||||
|
Accumulated distributions in excess of net income
|
(1,098,661 | ) | (635,239 | ) | ||||
|
Deferred compensation obligation
|
17,838 | 13,882 | ||||||
|
Accumulated other comprehensive income (loss)
|
9,549 | (49,849 | ) | |||||
|
Less: Common shares in treasury at cost: 657,012 and
224,063 shares at December 31, 2009 and 2008,
respectively
|
(15,866 | ) | (8,731 | ) | ||||
|
Total DDR shareholders’ equity
|
2,862,562 | 2,737,291 | ||||||
|
Non-controlling interests
|
89,774 | 127,503 | ||||||
|
Total equity
|
2,952,336 | 2,864,794 | ||||||
| $ | 8,426,606 | $ | 9,020,222 | |||||
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
Table of Contents
(In thousands, except per share amounts)
| For the Year Ended December 31, | ||||||||||||
| (As Adjusted) | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Revenues from operations:
|
||||||||||||
|
Minimum rents
|
$ | 543,911 | $ | 589,775 | $ | 596,899 | ||||||
|
Percentage and overage rents
|
8,061 | 8,950 | 10,076 | |||||||||
|
Recoveries from tenants
|
179,181 | 189,650 | 194,308 | |||||||||
|
Ancillary and other property income
|
23,103 | 21,760 | 19,207 | |||||||||
|
Management fees, development fees and other fee income
|
57,684 | 62,890 | 50,840 | |||||||||
|
Other
|
7,367 | 8,743 | 13,695 | |||||||||
| 819,307 | 881,768 | 885,025 | ||||||||||
|
Rental operation expenses:
|
||||||||||||
|
Operating and maintenance
|
144,842 | 139,665 | 125,592 | |||||||||
|
Real estate taxes
|
109,627 | 104,154 | 101,254 | |||||||||
|
Impairment charges
|
80,641 | 75,263 | — | |||||||||
|
General and administrative
|
94,365 | 97,719 | 81,244 | |||||||||
|
Depreciation and amortization
|
227,185 | 228,619 | 196,964 | |||||||||
| 656,660 | 645,420 | 505,054 | ||||||||||
|
Other income (expense):
|
||||||||||||
|
Interest income
|
12,109 | 5,458 | 8,728 | |||||||||
|
Interest expense
|
(237,943 | ) | (245,368 | ) | (257,387 | ) | ||||||
|
Gain on repurchase of senior notes
|
145,050 | 10,455 | — | |||||||||
|
Loss on equity derivative instruments
|
(199,797 | ) | — | — | ||||||||
|
Other expense, net
|
(29,412 | ) | (28,251 | ) | (3,019 | ) | ||||||
| (309,993 | ) | (257,706 | ) | (251,678 | ) | |||||||
|
(Loss) income before equity in net (loss) income of joint
ventures, impairment of joint venture investments, gain on
redemption of joint venture interests, tax benefit of taxable
REIT subsidiaries and state franchise and income taxes,
discontinued operations and gain on disposition of real estate,
net of tax
|
(147,346 | ) | (21,358 | ) | 128,293 | |||||||
|
Equity in net (loss) income of joint ventures
|
(9,733 | ) | 17,719 | 43,229 | ||||||||
|
Impairment of joint venture investments
|
(184,584 | ) | (106,957 | ) | — | |||||||
|
Gain on redemption of joint venture interests
|
23,865 | — | — | |||||||||
|
(Loss) income before tax benefit of taxable REIT subsidiaries
and state franchise and income taxes, discontinued operations
and gain on disposition of real estate
|
(317,798 | ) | (110,596 | ) | 171,522 | |||||||
|
Tax benefit of taxable REIT subsidiaries and state franchise and
income taxes
|
691 | 17,501 | 14,715 | |||||||||
|
(Loss) income from continuing operations
|
(317,107 | ) | (93,095 | ) | 186,237 | |||||||
|
Discontinued operations:
|
||||||||||||
|
(Loss) income from discontinued operations
|
(71,620 | ) | 7,955 | 15,379 | ||||||||
|
(Loss) gain on disposition of real estate, net of tax
|
(24,027 | ) | (4,830 | ) | 12,259 | |||||||
| (95,647 | ) | 3,125 | 27,638 | |||||||||
|
(Loss) income before gain on disposition of real estate
|
(412,754 | ) | (89,970 | ) | 213,875 | |||||||
|
Gain on disposition of real estate, net of tax
|
9,127 | 6,962 | 68,851 | |||||||||
|
Net (loss) income
|
(403,627 | ) | (83,008 | ) | 282,726 | |||||||
|
Non-controlling interests:
|
||||||||||||
|
Loss (income) attributable to non-controlling interests
|
47,047 | 11,139 | (8,016 | ) | ||||||||
|
Preferred operating partnership interest
|
— | — | (9,690 | ) | ||||||||
|
Loss attributable to redeemable operating partnership units
|
(13 | ) | (61 | ) | (78 | ) | ||||||
| 47,034 | 11,078 | (17,784 | ) | |||||||||
|
Net (loss) income attributable to DDR
|
$ | (356,593 | ) | $ | (71,930 | ) | $ | 264,942 | ||||
|
Preferred dividends
|
42,269 | 42,269 | 50,934 | |||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (398,862 | ) | $ | (114,199 | ) | $ | 214,008 | ||||
|
Per share data:
|
||||||||||||
|
Basic earnings per share data:
|
||||||||||||
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
$ | (1.91 | ) | $ | (0.99 | ) | $ | 1.53 | ||||
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
(0.60 | ) | 0.03 | 0.23 | ||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (2.51 | ) | $ | (0.96 | ) | $ | 1.76 | ||||
|
Diluted earnings per share data:
|
||||||||||||
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
$ | (1.91 | ) | $ | (0.99 | ) | $ | 1.52 | ||||
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
(0.60 | ) | 0.03 | 0.23 | ||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (2.51 | ) | $ | (0.96 | ) | $ | 1.75 | ||||
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
Table of Contents
CONSOLIDATED
STATEMENTS OF EQUITY
(In thousands)
(In thousands)
| Developers Diversified Realty Corporation Equity | ||||||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||||||
|
Distributions
|
Accumulated
|
|||||||||||||||||||||||||||||||||||
|
in Excess of
|
Deferred
|
Other
|
Treasury
|
Non-
|
||||||||||||||||||||||||||||||||
|
Preferred
|
Common
|
Paid-in
|
Net Income
|
Compensation
|
Comprehensive
|
Stock at
|
Controlling
|
|||||||||||||||||||||||||||||
| Shares | Shares | Capital | (Loss) | Obligation | Income (Loss) | Cost | Interests | Total | ||||||||||||||||||||||||||||
|
Balance, December 31, 2006 (As Adjusted)
|
$ | 705,000 | $ | 10,974 | $ | 1,980,506 | $ | (160,921 | ) | $ | 12,386 | $ | 7,829 | $ | (40,020 | ) | $ | 121,084 | $ | 2,636,838 | ||||||||||||||||
|
Issuance of 69,964 common shares related to the exercise of
stock options, dividend reinvestment plan, performance plan and
director compensation
|
— | — | (28,326 | ) | — | 3,739 | — | 33,059 | — | 8,472 | ||||||||||||||||||||||||||
|
Issuance of 11,599,134 common shares for cash-underwritten
offering
|
— | 1,160 | 745,485 | — | — | — | — | — | 746,645 | |||||||||||||||||||||||||||
|
Issuance of 5,385,324 common shares associated with the IRRETI
merger
|
— | 539 | 378,580 | — | — | — | 15,041 | — | 394,160 | |||||||||||||||||||||||||||
|
Repurchase of common shares
|
— | — | — | — | — | — | (378,942 | ) | — | (378,942 | ) | |||||||||||||||||||||||||
|
Issuance of restricted stock
|
— | 6 | (674 | ) | — | 487 | — | 1,459 | — | 1,278 | ||||||||||||||||||||||||||
|
Vesting of restricted stock
|
— | — | (3,567 | ) | — | 6,250 | — | (436 | ) | — | 2,247 | |||||||||||||||||||||||||
|
Purchased option arrangement on common shares
|
— | — | (32,580 | ) | — | — | — | — | — | (32,580 | ) | |||||||||||||||||||||||||
|
Redemption of preferred shares
|
(150,000 | ) | — | 5,405 | (5,405 | ) | — | — | — | — | (150,000 | ) | ||||||||||||||||||||||||
|
Stock-based compensation
|
— | — | 5,224 | — | — | — | — | — | 5,224 | |||||||||||||||||||||||||||
|
Contributions from non-controlling interests
|
— | — | — | — | — | — | — | 17,771 | 17,771 | |||||||||||||||||||||||||||
|
Distributions to non-controlling interests
|
— | — | — | — | — | — | — | (26,080 | ) | (26,080 | ) | |||||||||||||||||||||||||
|
Investment in non-controlling interest
|
— | — | — | — | — | — | — | (2,227 | ) | (2,227 | ) | |||||||||||||||||||||||||
|
Adjustment to redeemable operating partnership units
|
— | — | 1,134 | — | — | — | — | — | 1,134 | |||||||||||||||||||||||||||
|
Retrospective adoption of accounting guidance for convertible
debt instruments
|
— | — | 56,622 | — | — | — | — | — | 56,622 | |||||||||||||||||||||||||||
|
Dividends declared-common shares
|
— | — | — | (324,906 | ) | — | — | — | — | (324,906 | ) | |||||||||||||||||||||||||
|
Dividends declared-preferred shares
|
— | — | — | (46,138 | ) | — | — | — | — | (46,138 | ) | |||||||||||||||||||||||||
|
Comprehensive income (Note 16):
|
||||||||||||||||||||||||||||||||||||
|
Allocation of net income
|
— | — | — | 264,942 | — | — | — | 17,706 | 282,648 | |||||||||||||||||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||
|
Change in fair value of interest rate contracts
|
— | — | — | — | — | (20,126 | ) | — | — | (20,126 | ) | |||||||||||||||||||||||||
|
Amortization of interest rate contracts
|
— | — | — | — | — | (1,454 | ) | — | — | (1,454 | ) | |||||||||||||||||||||||||
|
Foreign currency translation
|
— | — | — | — | — | 22,716 | — | — | 22,716 | |||||||||||||||||||||||||||
|
Comprehensive income
|
— | — | — | 264,942 | — | 1,136 | — | 17,706 | 283,784 | |||||||||||||||||||||||||||
|
Balance, December 31, 2007 (As Adjusted)
|
555,000 | 12,679 | 3,107,809 | (272,428 | ) | 22,862 | 8,965 | (369,839 | ) | 128,254 | 3,193,302 | |||||||||||||||||||||||||
|
Issuance of 8,142 common shares related to exercise of stock
options, dividend reinvestment plan, performance plan and
director compensation
|
— | 1 | (2,671 | ) | — | 702 | — | 8,711 | — | 6,743 | ||||||||||||||||||||||||||
|
Issuance of 1,840,939 common shares for cash-underwritten
offering
|
— | 184 | (286,220 | ) | — | — | — | 327,387 | — | 41,351 | ||||||||||||||||||||||||||
|
Issuance of restricted stock
|
— | — | (5,681 | ) | — | 4,289 | — | 6,578 | — | 5,186 | ||||||||||||||||||||||||||
|
Vesting of restricted stock
|
— | — | 16,745 | — | (13,971 | ) | — | (4,895 | ) | — | (2,121 | ) | ||||||||||||||||||||||||
|
Stock-based compensation
|
— | — | 24,018 | — | — | — | — | 24,018 | ||||||||||||||||||||||||||||
|
Redemption of 463,185 operating partnership units in exchange
for common shares
|
— | — | (5,172 | ) | — | — | — | 23,327 | (9,104 | ) | 9,051 | |||||||||||||||||||||||||
|
Contributions from non-controlling interests
|
— | — | — | — | — | — | — | 55,039 | 55,039 | |||||||||||||||||||||||||||
|
Distributions to non-controlling interests
|
— | — | — | — | — | — | — | (11,162 | ) | (11,162 | ) | |||||||||||||||||||||||||
|
(Gain) loss on sale of non-controlling interest
|
— | — | — | — | — | — | — | (20,562 | ) | (20,562 | ) | |||||||||||||||||||||||||
|
Adjustment to redeemable operating partnership units
|
— | — | 536 | — | — | — | — | — | 536 | |||||||||||||||||||||||||||
|
Dividends declared-common shares
|
— | — | — | (248,612 | ) | — | — | — | — | (248,612 | ) | |||||||||||||||||||||||||
|
Dividends declared-preferred shares
|
— | — | (42,269 | ) | — | — | — | — | (42,269 | ) | ||||||||||||||||||||||||||
|
Comprehensive loss (Note 16):
|
||||||||||||||||||||||||||||||||||||
|
Allocation of net loss
|
— | — | — | (71,930 | ) | — | — | — | (11,139 | ) | (83,069 | ) | ||||||||||||||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||
|
Change in fair value of interest rate contracts
|
— | — | — | — | — | (13,293 | ) | — | — | (13,293 | ) | |||||||||||||||||||||||||
|
Amortization of interest rate contracts
|
— | — | — | — | — | (643 | ) | — | — | (643 | ) | |||||||||||||||||||||||||
|
Foreign currency translation
|
— | — | — | — | — | (44,878 | ) | — | (3,823 | ) | (48,701 | ) | ||||||||||||||||||||||||
|
Comprehensive loss
|
— | — | — | (71,930 | ) | — | (58,814 | ) | — | (14,962 | ) | (145,706 | ) | |||||||||||||||||||||||
|
Balance, December 31, 2008 (As Adjusted)
|
555,000 | 12,864 | 2,849,364 | (635,239 | ) | 13,882 | (49,849 | ) | (8,731 | ) | 127,503 | 2,864,794 | ||||||||||||||||||||||||
|
Issuance of 261,580 common shares related to the exercise of
stock options, dividend reinvestment plan and director
compensation
|
— | 16 | 795 | — | — | — | 362 | — | 1,173 | |||||||||||||||||||||||||||
|
Issuance of 56,630,606 common shares for cash
|
— | 5,656 | 311,140 | — | — | — | 709 | — | 317,505 | |||||||||||||||||||||||||||
|
Equity derivative instruments
|
— | — | 143,716 | — | — | — | — | — | 143,716 | |||||||||||||||||||||||||||
|
Issuance of restricted stock
|
— | 194 | 1,069 | — | 3,045 | — | (629 | ) | — | 3,679 | ||||||||||||||||||||||||||
|
Vesting of restricted stock
|
— | — | 6,554 | — | 911 | — | (7,577 | ) | — | (112 | ) | |||||||||||||||||||||||||
|
Stock-based compensation
|
— | — | 12,813 | — | — | — | — | — | 12,813 | |||||||||||||||||||||||||||
|
Contributions from non-controlling interests
|
— | — | — | — | — | — | — | 8,271 | 8,271 | |||||||||||||||||||||||||||
|
Distributions to non-controlling interests
|
— | — | — | — | — | — | — | (1,992 | ) | (1,992 | ) | |||||||||||||||||||||||||
|
Dividends declared-common shares
|
— | 1,444 | 49,077 | (64,560 | ) | — | — | — | — | (14,039 | ) | |||||||||||||||||||||||||
|
Dividends declared-preferred shares
|
— | — | — | (42,269 | ) | — | — | — | — | (42,269 | ) | |||||||||||||||||||||||||
|
Comprehensive loss (Note 16):
|
||||||||||||||||||||||||||||||||||||
|
Allocation of net loss
|
— | — | — | (356,593 | ) | — | — | — | (47,047 | ) | (403,640 | ) | ||||||||||||||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||
|
Change in fair value of interest rate contracts
|
— | — | — | — | — | 15,664 | — | — | 15,664 | |||||||||||||||||||||||||||
|
Amortization of interest rate contracts
|
— | — | — | — | — | (373 | ) | — | — | (373 | ) | |||||||||||||||||||||||||
|
Foreign currency translation
|
— | — | — | — | — | 44,107 | — | 3,039 | 47,146 | |||||||||||||||||||||||||||
|
Comprehensive loss
|
— | — | — | (356,593 | ) | — | 59,398 | — | (44,008 | ) | (341,203 | ) | ||||||||||||||||||||||||
|
Balance, December 31, 2009
|
$ | 555,000 | $ | 20,174 | $ | 3,374,528 | $ | (1,098,661 | ) | $ | 17,838 | $ | 9,549 | $ | (15,866 | ) | $ | 89,774 | $ | 2,952,336 | ||||||||||||||||
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
Table of Contents
(In thousands)
| For the Year Ended December 31 | ||||||||||||
| (As Adjusted) | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Cash flow from operating activities:
|
||||||||||||
|
Net (loss) income
|
$ | (403,627 | ) | $ | (83,008 | ) | $ | 282,726 | ||||
|
Adjustments to reconcile net (loss) income to net cash flow
provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
233,967 | 246,374 | 224,375 | |||||||||
|
Stock-based compensation
|
20,398 | 27,970 | 5,224 | |||||||||
|
Amortization of deferred finance costs and settled interest rate
protection agreements
|
10,894 | 9,946 | 9,474 | |||||||||
|
Accretion of convertible debt discount
|
12,238 | 15,255 | 12,459 | |||||||||
|
Gain on repurchase of senior notes
|
(145,050 | ) | (10,455 | ) | — | |||||||
|
Loss on equity derivative instruments
|
199,797 | — | — | |||||||||
|
Settlement of accreted debt discount on repurchase of
convertible senior notes
|
(17,560 | ) | (541 | ) | — | |||||||
|
Net cash paid from interest rate hedging contracts
|
— | (5,410 | ) | — | ||||||||
|
Equity in net loss (income) of joint ventures
|
9,733 | (17,719 | ) | (43,229 | ) | |||||||
|
Impairment of joint venture investments
|
184,584 | 106,957 | — | |||||||||
|
Gain on redemption of joint venture interests
|
(23,865 | ) | — | — | ||||||||
|
Gain on sale of joint venture stock
|
(2,824 | ) | — | — | ||||||||
|
Cash distributions from joint ventures
|
10,889 | 24,427 | 33,362 | |||||||||
|
(Loss) gain on disposition of real estate
|
14,900 | (2,132 | ) | (81,110 | ) | |||||||
|
Impairment charges
|
160,112 | 85,264 | — | |||||||||
|
Change in notes receivable interest reserve
|
(9,683 | ) | — | — | ||||||||
|
Net change in accounts receivable
|
13,902 | (1,520 | ) | (47,999 | ) | |||||||
|
Net change in accounts payable and accrued expenses
|
(11,691 | ) | 18,783 | (11,955 | ) | |||||||
|
Net change in other operating assets and liabilities
|
(28,166 | ) | (22,189 | ) | 37,418 | |||||||
|
Total adjustments
|
632,575 | 475,010 | 138,019 | |||||||||
|
Net cash flow provided by operating activities
|
228,948 | 392,002 | 420,745 | |||||||||
|
Cash flow from investing activities:
|
||||||||||||
|
Proceeds from disposition of real estate
|
348,176 | 133,546 | 606,546 | |||||||||
|
Real estate developed or acquired, net of liabilities assumed
|
(208,768 | ) | (398,563 | ) | (2,803,102 | ) | ||||||
|
Equity contributions to joint ventures
|
(28,115 | ) | (98,113 | ) | (247,882 | ) | ||||||
|
(Advances to) repayment of joint venture advances, net
|
(1,650 | ) | (56,926 | ) | 1,913 | |||||||
|
Distribution of proceeds resulting from contribution of
properties to joint ventures and repayments of advances from
affiliates
|
— | — | 1,274,679 | |||||||||
|
Distributions of proceeds from sale and refinancing of joint
venture interests
|
7,442 | 12,154 | 43,041 | |||||||||
|
Return on investments in joint ventures
|
19,565 | 28,211 | 20,462 | |||||||||
|
(Issuance) repayment of notes receivable, net
|
(1,885 | ) | (36,047 | ) | 1,014 | |||||||
|
Decrease (increase) in restricted cash
|
16,119 | (52,834 | ) | (58,958 | ) | |||||||
|
Net cash flow provided by (used for) investing activities
|
150,884 | (468,572 | ) | (1,162,287 | ) | |||||||
|
Cash flow from financing activities:
|
||||||||||||
|
(Repayments of) proceeds from revolving credit facilities, net
|
(270,692 | ) | 343,201 | 412,436 | ||||||||
|
Proceeds from term loan borrowings, mortgages and other secured
debt
|
699,221 | 466,936 | 1,284,300 | |||||||||
|
Repayment on term loans and mortgage debt
|
(497,632 | ) | (306,309 | ) | (1,151,697 | ) | ||||||
|
Repayment and repurchase of senior notes
|
(854,720 | ) | (158,239 | ) | (197,000 | ) | ||||||
|
Proceeds from issuance of senior notes, net of underwriting
commissions and offering expenses of $200 and $267 in 2009 and
2007, respectively
|
294,685 | — | 587,733 | |||||||||
|
Payment of debt issuance costs
|
(20,634 | ) | (5,522 | ) | (5,337 | ) | ||||||
|
(Loss) proceeds from the issuance of common shares in
conjunction with exercise of stock options and dividend
reinvestment plan
|
(3,079 | ) | 1,371 | 11,998 | ||||||||
|
Proceeds from issuance of common shares, net of underwriting
commissions and offering expenses of $459 and $208 in 2009 and
2007, respectively
|
317,505 | 41,352 | 746,645 | |||||||||
|
Purchased option arrangement for common shares
|
— | — | (32,580 | ) | ||||||||
|
Repurchase of common shares
|
— | — | (378,942 | ) | ||||||||
|
Redemption of preferred shares
|
— | — | (150,000 | ) | ||||||||
|
Proceeds from issuance of preferred operating partnership
interest, net of expenses
|
— | — | 484,204 | |||||||||
|
Redemption of preferred operating partnership interest
|
— | — | (484,204 | ) | ||||||||
|
Contributions from non-controlling interests
|
8,271 | 55,039 | 17,771 | |||||||||
|
Purchase of redeemable operating partnership units
|
— | (46 | ) | (683 | ) | |||||||
|
Distributions to preferred, non-controlling interest and
redeemable operating partnership units
|
(1,997 | ) | (11,783 | ) | (26,097 | ) | ||||||
|
Net cash received from foreign currency hedge contract
|
— | — | 1,250 | |||||||||
|
Dividends paid
|
(52,289 | ) | (369,765 | ) | (356,464 | ) | ||||||
|
Net cash (used for) provided by financing activities
|
(381,361 | ) | 56,235 | 763,333 | ||||||||
|
Cash and cash equivalents
|
||||||||||||
|
(Decrease) increase in cash and cash equivalents
|
(1,529 | ) | (20,335 | ) | 21,791 | |||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(1,793 | ) | 282 | (622 | ) | |||||||
|
Cash and cash equivalents, beginning of year
|
29,494 | 49,547 | 28,378 | |||||||||
|
Cash and cash equivalents, end of year
|
$ | 26,172 | $ | 29,494 | $ | 49,547 | ||||||
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
Table of Contents
Notes to
Consolidated Financial Statements
| 1. | Summary of Significant Accounting Policies |
Nature of
Business
Developers Diversified Realty Corporation and its related real
estate joint ventures and subsidiaries (collectively, the
“Company” or “DDR”) are primarily engaged in
the business of acquiring, expanding, owning, developing,
redeveloping, leasing, managing and operating shopping centers.
Unless otherwise provided, references herein to the Company or
DDR include Developers Diversified Realty Corporation, its
wholly-owned and majority-owned subsidiaries and its
consolidated and unconsolidated joint ventures. The tenant base
primarily includes national and regional retail chains and local
retailers. Consequently, the Company’s credit risk is
concentrated in the retail industry.
Consolidated revenues derived from the Company’s largest
tenant, Walmart, aggregated 4.9%, 4.3% and 4.7% of total
revenues for the years ended December 31, 2009, 2008 and
2007, respectively. The total percentage of Company-owned gross
leasable area (“GLA”) (all references are unaudited)
attributed to Walmart was 8.3% at December 31, 2009. The
Company’s 10 largest tenants constituted 18.1%, 18.5% and
17.7% of total revenues for the years ended December 31,
2009, 2008 and 2007, respectively, including revenues reported
within discontinued operations. Management believes the
Company’s portfolio is diversified in terms of the location
of its shopping centers and its tenant profile. Adverse changes
in general or local economic conditions could result in the
inability of some existing tenants to meet their lease
obligations and could adversely affect the Company’s
ability to attract or retain tenants. During the three years
ended December 31, 2009, 2008 and 2007, certain national
and regional retailers experienced financial difficulties, and
several filed for protection under bankruptcy laws.
Principles
of Consolidation
The Company consolidates certain entities in which it owns less
than a 100% equity interest if the entity is a variable interest
entity (“VIE”), and the Company is deemed to be the
primary beneficiary in the VIE. The Company also consolidates
certain entities that are not VIEs in which it has effective
control. The equity method of accounting is applied to entities
in which the Company is not the primary beneficiary or does not
have effective control, but can exercise significant influence
over the entity with respect to its operations and major
decisions.
At December 31, 2009, the Company’s joint venture with
Macquarie DDR Trust (Note 2), DDR MDT MV, owned the
underlying real estate of 31 assets formerly occupied by
Mervyns. DDR provides management, financing, expansion,
re-tenanting and oversight services for this real estate
investment. The Company holds a 50% economic interest in MV,
which is considered a VIE. The Company was determined to be the
primary beneficiary due to related party considerations, as well
as being the member determined to have a greater exposure to
variability in expected losses as DDR is entitled to earn
certain fees from the joint venture. DDR earned aggregate fees
of $0.1 million, $1.4 million and $1.3 million
during 2009, 2008 and 2007, respectively. All fees earned from
the joint venture are eliminated in consolidation. The
Company’s consolidated balance sheets includes the
following relating to DDR MDT MV (in millions):
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Real estate, net
|
$ | 218.7 | $ | 325.1 | ||||
|
Restricted cash
|
50.5 | 64.8 | ||||||
|
Mortgage debt
|
225.4 | 258.5 | ||||||
|
Non-controlling interests
|
22.4 | 70.2 | ||||||
F-7
Table of Contents
Statement
of Cash Flows and Supplemental Disclosure of Non-Cash Investing
and Financing Information
Non-cash investing and financing activities are summarized as
follows (in millions):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Consolidation of the net assets (excluding mortgages as
disclosed below) of previously unconsolidated joint ventures
|
$ | 136.6 | $ | — | $ | 14.4 | ||||||
|
Redemption of interest in joint venture
|
(27.9 | ) | — | — | ||||||||
|
Mortgages assumed of previously unconsolidated joint ventures
|
82.4 | 17.5 | 446.5 | |||||||||
|
Liabilities assumed of previously unconsolidated joint ventures
|
0.4 | — | 32.5 | |||||||||
|
Dividends declared, not paid
|
11.0 | 7.0 | 85.9 | |||||||||
|
Dividends paid in common shares
|
50.8 | — | — | |||||||||
|
Fair value of interest rate swaps
|
15.4 | 21.7 | 20.1 | |||||||||
|
Share issuance for operating partnership unit redemption
|
— | 9.1 | — | |||||||||
The transactions above did not provide or use cash in the years
presented and, accordingly, are not reflected in the
consolidated statements of cash flows.
Real
Estate
Real estate assets held for investment, which includes
construction in progress and land held for development, are
stated at cost less accumulated depreciation, which, in the
opinion of management, is not in excess of the individual
property’s estimated undiscounted future cash flows,
including estimated proceeds from disposition.
Depreciation and amortization are provided on a straight-line
basis over the estimated useful lives of the assets as follows:
|
Buildings
|
Useful lives, ranging from 30 to 40 years | |
|
Building improvements
|
Useful lives, ranging from five to 40 years | |
|
Fixtures and tenant improvements
|
Useful lives, which approximate lease terms, where applicable |
Expenditures for maintenance and repairs are charged to
operations as incurred. Significant renovations that improve or
extend the life of the asset are capitalized.
Construction in progress includes land held for future
development, shopping center developments and significant
expansions and redevelopments. In addition, the Company
capitalized certain direct and incremental internal construction
and software development and implementation costs of
$11.7 million, $14.6 million and $12.8 million in
2009, 2008 and 2007, respectively.
Purchase
Price Accounting
Upon acquisition of properties, the Company estimates the fair
value of acquired tangible assets, consisting of land, building
and improvements, and, if determined to be material, identifies
intangible assets generally consisting of the fair value of
(i) above- and below-market leases, (ii) in-place
leases and (iii) tenant relationships. The Company
allocates the purchase price to assets acquired and liabilities
assumed on a gross basis based on their relative fair values at
the date of acquisition. In estimating the fair value of the
tangible and intangible assets acquired, the Company considers
information obtained about each property as a result of its due
diligence, marketing and leasing activities and utilizes various
valuation methods, such as estimated cash flow projections using
appropriate discount and capitalization rates, estimates of
replacement costs net of depreciation, and available market
information. The fair value of the tangible assets of an
acquired property considers the value of the property as if it
were vacant.
Above- and below-market lease values for acquired properties are
recorded based on the present value (using a discount rate that
reflects the risks associated with the leases acquired) of the
difference between (i) the contractual amounts to be paid
pursuant to each in-place lease and (ii) management’s
estimate of fair market lease rates for each corresponding
in-place lease, measured over a period equal to the remaining
term of the lease for above-market
F-8
Table of Contents
leases and the remaining initial term plus the term of any
below-market, fixed-rate renewal options for below-market
leases. The capitalized above-market lease values are amortized
as a reduction of base rental revenue over the remaining term of
the respective leases, and the capitalized below-market lease
values are amortized as an increase to base rental revenue over
the remaining initial term plus the terms of any below-market,
fixed-rate renewal options of the respective leases. At
December 31, 2009 and 2008, below-market leases aggregated
$25.9 million and $28.8 million, respectively. At
December 31, 2009 and 2008, above-market leases aggregated
$8.7 million and $9.1 million, respectively.
The total amount allocated to in-place lease values and tenant
relationship values is based upon management’s evaluation
of the specific characteristics of the acquired lease portfolio
and the Company’s overall relationship with anchor tenants.
Factors considered in the allocation of these values include the
nature of the existing relationship with the tenant, the
expectation of lease renewals, the estimated carrying costs of
the property during a hypothetical, expected
lease-up
period, current market conditions and costs to execute similar
leases. Estimated carrying costs include real estate taxes,
insurance, other property operating costs and estimates of lost
rentals at market rates during the hypothetical, expected
lease-up
periods, based upon management’s assessment of specific
market conditions.
The value of in-place leases, including origination costs, is
amortized to expense over the estimated weighted average
remaining initial term of the acquired lease portfolio. The
value of tenant relationship intangibles is amortized to expense
over the estimated initial and renewal terms of the lease
portfolio; however, no amortization period for intangible assets
will exceed the remaining depreciable life of the building.
Intangible assets associated with property acquisitions are
included in other assets and other liabilities, with respect to
the above- and below-market leases, respectively, in the
Company’s consolidated balance sheets. In the event a
tenant terminates its lease prior to the contractual expiration,
the unamortized portion of the related intangible asset or
liability is written off, as appropriate.
Real
Estate Impairment Assessment
The Company reviews its real estate assets, including land held
for development and construction in progress, for potential
impairment indicators whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. Impairment indicators are assessed separately for
each property and include, but are not limited to, significant
decreases in real estate property net operating income and
occupancy percentages, as well as projected losses on expected
future sales. Impairment indicators for pre-development
projects, which typically include costs incurred during the
beginning stages of a potential development, and developments in
progress are assessed by project and include, but are not
limited to, significant changes in projected completion dates,
projected revenues or cash flows, development costs, market
factors and sustainability of development projects. An asset is
considered impaired when the undiscounted future cash flows are
not sufficient to recover the asset’s carrying value.
Estimates of future cash flows used to assess the recoverability
of construction in progress and land held for development is
based upon the expected service potential of the asset when
development is substantially complete and includes all cash
flows associated with all future expenditures necessary to
develop the asset, including interest payments that will be
capitalized as part of its cost. The determination of
undiscounted cash flows requires significant estimates made by
management and considers the most likely expected course of
action at the balance sheet date. Subsequent changes in
estimated undiscounted cash flows arising from changes in
anticipated actions could affect the determination of whether an
impairment exists. If such impairment is present, an impairment
loss is recognized based on the excess of the carrying amount of
the asset over its fair value. The Company recorded aggregate
impairment charges of approximately $154.7 million and
$79.9 million and $0 (Notes 14 &
15) relating to consolidated real estate investments during
the years ended December 31, 2009, 2008, and 2007,
respectively.
Real
Estate Held for Sale
The Company generally considers assets to be held for sale when
the transaction has been approved by the appropriate level of
management and there are no known significant contingencies
relating to the sale such that the property sale within one year
is considered probable. This generally occurs when a sales
contract is executed with no contingencies and the prospective
buyer has significant funds at risk to ensure performance.
Assets that are
F-9
Table of Contents
classified as held for sale are recorded at the lower of their
carrying amount or fair value less cost to sell. If the Company
is not expected to have any significant continuing involvement
following the sale, the results of operations are reflected in
the current period and retrospectively as discontinued
operations.
Disposition
of Real Estate and Real Estate Investments
Gains from dispositions are recognized using the full accrual or
partial sale methods, provided that various criteria relating to
the terms of sale and any subsequent involvement by the Company
with the properties sold are met. If the criteria for sale
recognition or gain recognition are not met because of a form of
continuing involvement, the accounting for such transactions is
dependent on the nature of the continuing involvement. In some
case, a sale might not be recognized and in others, all or a
portion of the gain might be deferred.
Pursuant to the definition of a component of an entity and,
assuming no significant continuing involvement, the sale of a
retail or industrial operating property is considered
discontinued operations. Interest expense, which is specifically
identifiable to the property, is included in the computation of
interest expense attributable to discontinued operations.
Consolidated interest at the corporate level is allocated to
discontinued operations based on the proportion of net assets
disposed.
Interest
and Real Estate Taxes
Interest and real estate taxes incurred relating to the
construction, expansion or redevelopment of shopping centers are
capitalized and depreciated over the estimated useful life of
the building. This includes interest incurred on funds invested
in or advanced to unconsolidated joint ventures with qualifying
development activities. The Company will cease the
capitalization of these expenses when construction activities
are substantially completed and the property is available for
occupancy by tenants, or when construction activities are
temporarily ceased. If the Company suspends substantially all
activities related to development of a qualifying asset, the
Company will cease capitalization of interest, insurance and
taxes until activities are resumed.
Interest paid during the years ended December 31, 2009,
2008 and 2007, aggregated $249.3 million,
$281.4 million and $296.6 million, respectively, of
which $21.8 million, $41.1 million and
$28.0 million, respectively, was capitalized.
Investments
in and Advances to Joint Ventures
To the extent that the Company contributes assets to an
unconsolidated joint venture, the Company’s investment in
the joint venture is recorded at the Company’s cost basis
in the assets that were contributed to the joint venture. To the
extent that the Company’s cost basis is different from the
basis reflected at the joint venture level, the basis difference
is amortized over the life of the related assets and included in
the Company’s share of equity in net (loss) income of the
joint venture. The Company recognizes gains on the contribution
of real estate to unconsolidated joint ventures, relating solely
to the outside partner’s interest, to the extent the
economic substance of the transaction is a sale.
On a periodic basis, management assesses whether there are any
indicators that the value of the Company’s investments in
unconsolidated joint ventures may be impaired. An
investment’s value is impaired only if management’s
estimate of the fair value of the investment is less than the
carrying value of the investment and such difference is deemed
to be other than temporary. The Company recorded aggregate
impairment charges of approximately $184.6 million,
$107.0 million and $0 (Note 14) relating to its
investments in unconsolidated joint ventures during the years
ended December 31, 2009, 2008, and 2007, respectively.
These impairment charges create a basis difference between the
Company’s share of accumulated equity as compared to the
investment balance of the respective unconsolidated joint
venture. The Company allocates the aggregate impairment charge
to each of the respective properties owned by the joint venture
on a relative fair value basis and, where appropriate, amortizes
this basis differential as an adjustment to the equity in net
(loss) income recorded by the Company over the estimated
remaining useful lives of the underlying assets.
Goodwill is included in the consolidated balance sheet caption
Investments in and Advances to Joint Ventures in the amount of
$5.4 million as of December 31, 2009 and 2008.
Goodwill is tested for impairment annually, or
F-10
Table of Contents
more frequently if events or changes in circumstances indicate
that the carrying value may not be recoverable. Goodwill,
including such assets associated with unconsolidated joint
ventures acquired in past business combinations, is not
amortized. The Company evaluated the goodwill related to its
unconsolidated joint venture investments for impairment and
determined that it was not impaired as of December 31,
2009, 2008, or 2007.
Cash and
Cash Equivalents
The Company considers all highly liquid investments with an
original maturity of three months or less to be cash
equivalents. The Company maintains cash deposits with major
financial institutions, which from time to time may exceed
federally insured limits. The Company periodically assesses the
financial condition of these institutions and believes that the
risk of loss is minimal. Cash flows associated with items
intended as hedges of identifiable transactions or events are
classified in the same category as the cash flows from the items
being hedged.
Restricted
Cash
Restricted Cash is composed of the following (in thousands):
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
DDR MDT
MV
(A)
|
$ | 50,477 | $ | 64,806 | ||||
|
Bond
fund
(B)
|
45,196 | 46,986 | ||||||
|
Total restricted cash
|
$ | 95,673 | $ | 111,792 | ||||
| (A) | DDR MDT MV, which is consolidated by the Company, has funds that are required to be held in escrow with the lender as collateral security for DDR MDT MV mortgage loan. These funds are available to fund operating expenses, re-tenanting costs and debt service, pursuant to the terms of the loan agreement. Certain of the funds can be applied to the repayment of principal as the related properties are either sold or released. | |
| (B) | Under the terms of a bond issue by the Mississippi Business Finance Corporation, the proceeds of approximately $60.0 million from the sale of bonds are held in a trust in connection with a Company development project in Mississippi. As construction is completed on the project, the Company receives disbursements of these funds. |
Accounts
Receivable
The Company makes estimates of the amounts that will not be
collected of its accounts receivable related to base rents,
expense reimbursements and other revenues. The Company analyzes
accounts receivable and historical bad debt levels, customer
credit worthiness and current economic trends when evaluating
the adequacy of the allowance for doubtful accounts. In
addition, tenants in bankruptcy are analyzed and estimates are
made in connection with the expected recovery of pre-petition
and post-petition claims. The Company’s reported net income
is directly affected by management’s estimate of the
collectibility of accounts receivable.
Accounts receivable, other than straight-line rents receivable,
are expected to be collected within one year and are net of
estimated unrecoverable amounts of approximately
$29.4 million and $30.3 million at December 31,
2009 and 2008, respectively. At December 31, 2009 and 2008,
straight-line rents receivable, net of a provision for
uncollectible amounts of $3.5 million and
$3.3 million, respectively, aggregated $54.9 million
and $53.8 million, respectively.
Notes
Receivables
Notes receivables include certain loans issued relating to real
estate investments. Loan receivables are recorded at stated
principal amounts. The Company defers certain loan origination
and commitment fees, net of certain origination costs, and
amortizes them over the term of the related loan. The Company
evaluates the collectibility of both interest and principal on
each loan to determine whether it is impaired. A loan is
considered to be impaired when, based upon current information
and events, it is probable that the Company will be unable to
collect all amounts due according to the existing contractual
terms. When a loan is considered to be impaired, the amount of
loss is calculated by comparing the recorded investment to the
value of the underlying collateral. Interest income on
performing loans is accrued as earned. Interest income on
non-performing loans is generally recognized on a cash basis.
F-11
Table of Contents
Deferred
Charges
Costs incurred in obtaining indebtedness are included in
deferred charges in the accompanying consolidated balance sheets
and are amortized on a straight-line basis over the terms of the
related debt agreements, which approximates the effective
interest method. Such amortization is reflected as interest
expense in the consolidated statements of operations.
Revenue
Recognition
Minimum rents from tenants are recognized using the
straight-line method over the lease term of the respective
leases. Percentage and overage rents are recognized after a
tenant’s reported sales have exceeded the applicable sales
breakpoint set forth in the applicable lease. Revenues
associated with tenant reimbursements are recognized in the
period that the expenses are incurred based upon the tenant
lease provision. Management fees are recorded in the period
earned based on a percentage of collected rent at the properties
under management. Ancillary and other property-related income,
which includes the leasing of vacant space to temporary tenants
and kiosk income, is recognized in the period earned. Lease
termination fees are included in other income and recognized
upon the effective termination of a tenant’s lease when the
Company has no further obligations under the lease. Fee income
derived from the Company’s unconsolidated joint venture
investments is recognized to the extent attributable to the
unaffiliated ownership interest.
General
and Administrative Expenses
General and administrative expenses include certain internal
leasing and legal salaries and related expenses associated with
the re-leasing of existing space, which are charged to
operations as incurred.
Stock
Option and Other Equity-Based Plans
Compensation cost relating to share-based payment transactions
is recognized in the financial statements based upon the grant
date fair value. Forfeitures are estimated at the time of grant
in order to estimate the amount of share-based awards that will
ultimately vest. The forfeiture rate is based on historical
rates.
The compensation cost recognized was $17.4 million (which
includes a charge of $15.4 million related to a change in
control as defined in the equity award plans),
$29.0 million (which includes a charge of
$15.8 million related to the termination of an equity award
plan) and $11.0 million for the years ended
December 31, 2009, 2008 and 2007, respectively. For the
years ended December 31, 2009, 2008 and 2007, the Company
capitalized $0.1 million, $0.4 million and
$0.3 million of stock-based compensation, respectively.
Income
Taxes
The Company has made an election to qualify, and believes it is
operating so as to qualify, as a real estate investment trust
(“REIT”) for federal income tax purposes. Accordingly,
the Company generally will not be subject to federal income tax,
provided that it makes distributions to its shareholders equal
to at least the amount of its REIT taxable income as defined
under Sections 856 through 860 of the Internal Revenue Code
of 1986, as Amended (the “Code”) and continues to
satisfy certain other requirements.
In connection with the REIT Modernization Act, which became
effective January 1, 2001, the Company is permitted to
participate in certain activities that it was previously
precluded from in order to maintain its qualification as a REIT,
so long as these activities are conducted in entities that elect
to be treated as taxable subsidiaries under the Code. As such,
the Company is subject to federal and state income taxes on the
income from these activities.
Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
and operating loss and tax credit carry-forwards. Deferred tax
assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are
expected to be recovered or settled.
F-12
Table of Contents
Foreign
Currency Translation
The financial statements of several international consolidated
and unconsolidated joint venture investments are translated into
U.S. dollars using the exchange rate at each balance sheet
date for assets and liabilities and an average exchange rate for
each period for revenues, expenses, gains and losses, with the
Company’s proportionate share of the resulting translation
adjustments recorded as Accumulated Other Comprehensive Income
(Loss). Gains or losses resulting from foreign currency
transactions, translated to local currency, are included in
income as incurred. Foreign currency gains or losses from
changes in exchange rates were not material to the consolidated
operating results.
Treasury
Stock
The Company’s share repurchases are reflected as treasury
stock utilizing the cost method of accounting and are presented
as a reduction to consolidated shareholders’ equity.
Reissuances of the Company’s treasury stock at an amount
below cost are recorded as a charge to paid in capital due to
the Company’s cumulative distributions in excess of net
income (loss).
Derivative
and Hedging Activities
The Company records all derivatives on the balance sheet at fair
value. The accounting for changes in the fair value of
derivatives depends on the intended use of the derivative,
whether the Company has elected to designate a derivative in a
hedging relationship and apply hedge accounting, and whether the
hedging relationship has satisfied the criteria necessary to
apply hedge accounting. Derivatives designated and qualifying as
a hedge of the exposure to changes in the fair value of an
asset, liability or firm commitment attributable to a particular
risk, such as interest rate risk, are considered fair value
hedges. Derivatives designated and qualifying as a hedge of the
exposure to variability in expected future cash flows, or other
types of forecasted transactions, are considered cash flow
hedges. Derivatives may also be designated as hedges of the
foreign currency exposure of a net investment in a foreign
operation. Hedge accounting generally provides for the matching
of the timing of gain or loss recognition on the hedging
instrument with the recognition of the changes in the fair value
of the hedged asset or liability that are attributable to the
hedged risk in a fair value hedge or the earnings effect of the
hedged forecasted transactions in a cash flow hedge. The Company
may enter into derivative contracts that are intended to
economically hedge certain of its risk, even though hedge
accounting does not apply or the Company elects not to apply
hedge accounting.
Use of
Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported amounts of revenues and
expenses during the year. Actual results could differ from those
estimates.
New
Accounting Standards
In June 2009, the Financial Accounting Standards Board
(“FASB”) issued its final Statement of Financial
Accounting Standards — The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles. This statement made the FASB Accounting Standards
Codification (the “Codification”) the single source of
U.S. GAAP used by nongovernmental entities in the
preparation of financial statements, except for rules and
interpretive releases of the SEC under authority of federal
securities laws, which are sources of authoritative accounting
guidance for SEC registrants. The Codification is meant to
simplify user access to all authoritative accounting guidance by
reorganizing U.S. GAAP pronouncements into roughly 90
accounting topics within a consistent structure. Its purpose is
not to create new accounting and reporting guidance. The
Codification supersedes all existing non-SEC accounting and
reporting standards and was effective for the Company beginning
July 1, 2009. FASB will not issue new standards in the form
of Statements, FASB Staff Positions or Emerging Issues Task
Force Abstracts; instead, it will issue Accounting Standards
Updates. The FASB will not consider Accounting Standards Updates
as authoritative in their own right; these updates will serve
only to update the Codification, provide background information
about the guidance, and provide the bases for conclusions on the
change(s) in the
F-13
Table of Contents
Codification. In the description of Accounting Standards Updates
that follows, references in italics relate to Codification
Topics and Subtopics, and their descriptive titles, as
appropriate.
New
Accounting Standards Implemented with Retrospective
Application
The following accounting standards were implemented on
January 1, 2009, with retrospective application as
appropriate. As a result, the consolidated financial statements
presented herein have been adjusted as required by the
provisions of these standards.
Non-Controlling
Interests in Consolidated Financial Statements
In December 2007, the FASB issued
Non-Controlling Interests
in Consolidated Financial Statements
. A non-controlling
interest, sometimes referred to as a minority equity interest,
is the portion of equity in a subsidiary not attributable,
directly or indirectly, to a parent. The objective of this
guidance is to improve the relevance, comparability and
transparency of the financial information that a reporting
entity provides in its consolidated financial statements by
establishing accounting and reporting standards that require
(i) the ownership interest in subsidiaries held by parties
other than the parent be clearly identified, labeled and
presented in the consolidated statement of financial position
within equity, but separate from the parent’s equity;
(ii) the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly
identified and presented on the face of the consolidated
statement of operations; (iii) changes in a parent’s
ownership interest while the parent retains its controlling
financial interest in a subsidiary be accounted for consistently
and be accounted for similarly, as equity transactions;
(iv) when a subsidiary is deconsolidated, any retained
non-controlling equity investment in the former subsidiary be
initially measured at fair value (the gain or loss on the
deconsolidation of the subsidiary is measured using the fair
value of any non-controlling equity investments rather than the
carrying amount of that retained investment); and
(v) entities provide sufficient disclosures that clearly
identify and distinguish between the interest of the parent and
the interest of the non-controlling owners. This guidance was
effective for fiscal years, and interim reporting periods within
those fiscal years, beginning on or after December 15,
2008, and applied on a prospective basis, except for the
presentation and disclosure requirements, which have been
applied on a retrospective basis. Early adoption was not
permitted. The Company adopted this standard on January 1,
2009. As required by the standard, the Company adjusted the
presentation of non-controlling interests, as appropriate, in
both the consolidated balance sheet as of December 31,
2008, and the consolidated statements of operations for all
periods presented. The Company’s consolidated balance
sheets no longer have a line item referred to as minority
interests. Equity at December 31, 2008, was adjusted to
include $127.5 million attributable to non-controlling
interests, and the Company reflected approximately
$0.6 million as redeemable operating partnership units. In
connection with the Company’s adoption of this standard,
the Company also adopted the recent revisions to
Classification and Measurement of Redeemable Securities
.
As a result of the Company’s adoption of these standards,
amounts previously reported as minority equity interests and
operating partnership minority interests on the Company’s
consolidated balance sheets are now presented as non-controlling
interests within equity. There has been no change in the
measurement of these line items from amounts previously reported
except that, due to certain redemption features, certain
operating partnership minority interests in the amount of
approximately $0.6 million at December 31, 2008, are
reflected as redeemable operating partnership units in the
temporary equity section (between liabilities and equity). These
units are exchangeable, at the election of the operating
partnership unitholder, and under certain circumstances at the
option of the Company, into an equivalent number of the
Company’s common shares or for the equivalent amount of
cash. Based on the requirements, the redeemable operating
partnership units are now presented at the greater of their
carrying amount or redemption value at the end of each reporting
period.
Accounting
for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlement)
In May 2008, the FASB issued
Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
. The standard prohibits
the classification of convertible debt instruments that may be
settled in cash upon conversion, including partial cash
settlement, as debt instruments within the scope of this
standard and requires issuers of such instruments to separately
account for the liability and
F-14
Table of Contents
equity components by allocating the proceeds from the issuance
of the instrument between the liability component and the
embedded conversion option (i.e., the equity component). The
liability component of the debt instrument is accreted to par
using the effective yield method; accretion is reported as a
component of interest expense. The equity component is not
subsequently revalued as long as it continues to qualify for
equity treatment. This standard must be applied retrospectively
to issued cash-settleable convertible instruments as well as
prospectively to newly issued instruments. This standard is
effective for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years.
This standard was adopted by the Company as of January 1,
2009, with retrospective application to prior periods. As a
result of the adoption, the initial debt proceeds from the
$250 million aggregate principal amount of 3.5% convertible
notes, due in 2011, and $600 million aggregate principal
amount of 3.0% convertible notes, due in 2012, were required to
be allocated between a liability component and an equity
component. This allocation was based upon what the assumed
interest rate would have been if the Company had issued similar
nonconvertible debt. Accordingly, the Company’s
consolidated balance sheet at December 31, 2008, was
adjusted to show a decrease in unsecured debt of approximately
$50.7 million, reflecting the unamortized discount. In
addition, at December 31, 2008, real estate assets
increased by $2.9 million relating to the impact of
capitalized interest, and deferred charges decreased by
$1.0 million relating to the reallocation of original
issuance costs to reflect such amounts as a reduction of
proceeds from the reclassification of the equity component. In
connection with this standard, the guidance under
Classification and Measurement of Redeemable Securities
was also amended, whereas the equity component related to
the convertible debt would need to be evaluated if the
convertible debt were currently redeemable at the balance sheet
date. Because the Company’s convertible debt was not
redeemable at December 31, 2008, no evaluation is required
as of December 31, 2009.
For the year ended December 31, 2008, the Company adjusted
the consolidated statement of operations to reflect additional
non-cash interest expense of $13.1 million net of the
impact of capitalized interest, pursuant to the provisions of
this standard. The consolidated statement of operations for the
year ended December 31, 2009, reflects additional non-cash
interest expense of $12.2 million. In addition, the
Company’s gain on the repurchases of senior unsecured notes
during the years ended December 31, 2009 and 2008, were
reduced by $20.9 million and $1.1 million,
respectively, due to the reduction in the amount allocated to
the senior unsecured notes as required by the provisions of this
standard.
The following tables reflect the Company’s previously
reported amounts, along with the adjusted amounts as required by
the adoption of the standard and as adjusted to reflect the
impact of discontinued operations (Note 15) (in thousands,
except per share):
| Year Ended December 31, 2008 | Year Ended December 31, 2007 | |||||||||||||||||||||||
|
As
|
As
|
|||||||||||||||||||||||
|
Previously
|
As
|
Effect of
|
Previously
|
As
|
Effect of
|
|||||||||||||||||||
| Reported | Adjusted | Change | Reported | Adjusted | Change | |||||||||||||||||||
|
Consolidated statements of operations
|
||||||||||||||||||||||||
|
(Loss) income from continuing operations
|
$ | (61,317 | ) | $ | (93,095 | ) (A) | $ | (31,778 | ) | $ | 185,894 | $ | 186,237 | (A) | $ | 343 | ||||||||
|
Net (loss) income attributable to DDR
|
(57,776 | ) | (71,930 | ) | (14,154 | ) | 276,047 | 264,942 | (11,105 | ) | ||||||||||||||
|
Net (loss) income attributable to DDR per share, basic
|
(0.83 | ) | (0.96 | ) | (0.13 | ) | 1.86 | 1.76 | (0.10 | ) | ||||||||||||||
|
Net (loss) income attributable to DDR per share, diluted
|
(0.83 | ) | (0.96 | ) | (0.13 | ) | 1.85 | 1.75 | (0.10 | ) | ||||||||||||||
| (A) | Adjusted to reflect the impact of discontinued operations activity in 2009 (Note 15). |
F-15
Table of Contents
| December 31, 2008 | ||||||||||||
|
As Previously
|
||||||||||||
| Reported | As Adjusted | Effect of Change | ||||||||||
|
Consolidated balance sheet
|
||||||||||||
|
Construction in progress and land under development
|
$ | 879,547 | $ | 882,478 | $ | 2,931 | ||||||
|
Deferred charges, net
|
26,613 | 25,579 | (1,034 | ) | ||||||||
|
Senior unsecured notes
|
(2,452,741 | ) | (2,402,032 | ) | 50,709 | |||||||
|
Paid-in capital
|
(2,770,194 | ) | (2,849,364 | ) | (79,170 | ) | ||||||
|
Accumulated distributions in excess of net income
|
608,675 | 635,239 | 26,564 | |||||||||
Determining
Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities
In June 2008, the FASB issued
Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities
, which addresses whether instruments granted in
share-based payment transactions are participating securities
prior to vesting and, therefore, need to be included in the
earnings allocation in computing earnings per share under the
two-class method as described in Earnings per Share. Under the
guidance in this standard, unvested share-based payment awards
that contain non-forfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings
per share pursuant to the two-class method. The standard is
effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods
within those fiscal years. All prior-period earnings per share
data is required to be adjusted retrospectively. As a result,
the Company’s earnings per share calculations for all
periods presented have been adjusted retrospectively to reflect
the provisions of this standard. The adoption of this standard
did not have a material impact on the Company’s financial
position, results of operations or earnings per share
calculations.
New
Accounting Standards Implemented
Fair
Value Measurements
In September 2006, the FASB issued
Fair Value
Measurements
. This standard provides guidance for using fair
value to measure assets and liabilities. This statement
clarifies the principle that fair value should be based on the
assumptions that market participants would use when pricing the
asset or liability. This standard establishes a fair value
hierarchy, giving the highest priority to quoted prices in
active markets and the lowest priority to unobservable data. The
standard applies whenever other standards require assets or
liabilities to be measured at fair value. This standard also
provides for certain disclosure requirements, including, but not
limited to, the valuation techniques used to measure fair value
and a discussion of changes in valuation techniques, if any,
during the period. The Company adopted this standard for its
disclosure requirements and its financial assets and liabilities
on January 1, 2008. For nonfinancial assets and liabilities
that are not recognized or disclosed at fair value on a
recurring basis (i.e., real estate and other long-lived assets),
the Company adopted this standard on January 1, 2009. The
adoption of this standard affected the valuation of the
Company’s impairment charges on joint venture investments
(i.e., financial assets) of $184.6 million and
$107.0 million for the years ended December 31, 2009
and 2008, respectively, and the impairment charges on
consolidated real estate assets (i.e., nonfinancial assets) of
$154.7 million recorded for the year ended
December 31, 2009, as disclosed in Note 14.
Business
Combinations
In December 2007, the FASB issued
Business Combinations
.
The objective of this standard is to improve the relevance,
representative faithfulness and comparability of the information
that a reporting entity provides in its financial reports about
a business combination and its effects. To accomplish that, this
standard establishes principles and requirements for how the
acquirer (i) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities
assumed and any non-controlling interest of the acquiree,
(ii) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and
F-16
Table of Contents
(iii) determines what information to disclose to enable
users of the financial statements to evaluate the nature and
financial effects of the business combination. This standard
applies prospectively to business combinations for which the
acquisition date is on or after the first annual reporting
period beginning on or after December 15, 2008. Early
adoption was not permitted. The Company adopted this standard on
January 1, 2009. To the extent that the Company enters into
acquisitions that qualify as businesses, this standard will
require that acquisition costs and certain fees, which were
previously capitalized and allocated to the basis of the
acquired assets, be expensed as these costs are incurred.
Because of this change in accounting for costs, the Company
expects that the adoption of this standard could have a negative
impact on the Company’s results of operations, depending on
the size of a transaction and the amount of costs incurred. The
impact of this standard resulted in a gain on redemption of
joint venture interests of $23.9 million.
Determination
of the Useful Life of Intangible Assets
In April 2008, the FASB issued
Determination of the Useful
Life of Intangible Assets
, which amends the factors that
should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized
intangible asset under the standard
Goodwill and Other
Intangible Assets
. This standard is intended to improve the
consistency between the useful life of an intangible asset
determined under
Goodwill and Other Intangible Assets
and
the period of expected cash flows used to measure the fair value
of the asset under
Business Combinations
and other
U.S. Generally Accepted Accounting Principles. The guidance
for determining the useful life of a recognized intangible asset
in this standard applies prospectively to intangible assets
acquired after the effective date. The disclosure requirements
in this standard apply prospectively to all intangible assets
recognized as of, and subsequent to, the effective date. This
standard is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim
periods within those fiscal years. Early adoption was not
permitted. The Company adopted this standard on January 1,
2009. The adoption of this standard did not have a material
impact on the Company’s financial position and results of
operations.
Determining
Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock
In June 2008, the FASB issued
Determining Whether an
Instrument (or Embedded Feature) Is Indexed to an Entity’s
Own Stock.
This standard provides guidance on determining
whether an equity-linked financial instrument (or embedded
feature) can be considered indexed to an entity’s own
stock, which is a key criterion for determining if the
instrument may be classified as equity. There is a provision in
this standard that provides new guidance regarding how to
account for certain “anti-dilution” provisions that
provide downside price protection to an investor. This standard
is effective for fiscal years beginning after December 15,
2008. Early adoption was not permitted. The Company adopted this
standard on January 1, 2009. Due to certain downward price
protection provisions provided for in the equity and warrant
issuances completed with the Otto Family. The recording of these
issuances to market value resulted in a charge to earnings of
$199.8 million for the year ended December 31, 2009,
but did not have a material impact on the Company’s
financial position or cash flow. Refer to the disclosure of the
equity issuance with the Otto Family described further in
Note 12.
Equity
Method Investment Accounting Considerations
In November 2008, the FASB issued
Equity Method Investment
Accounting Considerations
. This standard clarifies the
accounting for certain transactions and impairment
considerations involving equity method investments. This
standard applies to all investments accounted for under the
equity method. This standard is effective for fiscal years and
interim periods beginning on or after December 15, 2008.
The Company adopted this standard on January 1, 2009. The
adoption of this standard did not have a material impact on the
Company’s financial position and results of operations.
Disclosures
about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued
Disclosures about Derivative
Instruments and Hedging Activities
, which is intended to
help investors better understand how derivative instruments and
hedging activities affect an entity’s financial position,
financial performance and cash flows through enhanced disclosure
requirements. The enhanced disclosures primarily surround
disclosing the objectives and strategies for using derivative
instruments by their
F-17
Table of Contents
underlying risk as well as a tabular format of the fair values
of the derivative instruments and their gains and losses. This
standard is effective for financial statements issued for fiscal
years and interim periods beginning after November 15,
2008, with early application encouraged. The Company adopted the
financial statement disclosure requirements of this standard
beginning in the Company’s Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2009.
Interim
Disclosures about Fair Value of Financial Instruments
In April 2009, the FASB issued
Interim Disclosures about Fair
Value of Financial Instruments
, which requires fair value
disclosures for financial instruments that are not reflected in
the Consolidated Balance Sheets at fair value. Prior to the
issuance of this standard, the fair values of those assets and
liabilities were only disclosed annually. With the issuance of
this standard, the Company will be required to disclose this
information on a quarterly basis, providing quantitative and
qualitative information about fair value estimates for all
financial instruments not measured in the Consolidated Balance
Sheets at fair value. This standard is effective for interim
reporting periods that end after June 15, 2009. Early
adoption is permitted for periods ending after March 15,
2009. The Company adopted the financial statement disclosure
requirements of this standard beginning in the Company’s
Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 2009.
Determining
Fair Value When the Volume and Level of Activity for the Asset
or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
In April 2009, the FASB issued
Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are
Not Orderly
, which clarifies the methodology used to
determine fair value when there is no active market or where the
price inputs being used represent distressed sales. This
standard also reaffirms the objective of fair value measurement,
as stated in
Fair Value Measurements
, which is to reflect
how much an asset would be sold for in an orderly transaction.
It also reaffirms the need to use judgment to determine if a
formerly active market has become inactive, as well as to
determine fair values when markets have become inactive. This
standard applies prospectively and is effective for interim and
annual reporting periods ending after June 15, 2009. The
Company adopted this standard on July 1, 2009. The adoption
of this standard did not have a material impact on the
Company’s financial position and results of operations.
Subsequent
Events
In May 2009, the FASB issued
Subsequent Events
, which
provides guidance to establish general standards of accounting
for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available
to be issued. This standard also requires entities to disclose
the date through which subsequent events were evaluated as well
as the rationale for why that date was selected. This disclosure
should alert all users of financial statements that an entity
has not evaluated subsequent events after that date in the set
of financial statements being presented. This standard is
effective for interim and annual periods ending after
June 15, 2009. The adoption of this standard did not have a
material impact on the Company’s financial position,
results of operations or cash flows.
Accounting
for Distributions to Shareholders with Components of Stock and
Cash
In January 2010, the FASB issued
Accounting for Distributions
to Shareholders with Components of Stock and Cash
to address
diversity in practice related to the accounting for a
distribution to shareholders that offers shareholders the
ability to elect to receive their entire distribution in cash or
shares of equivalent value with a potential limitation on the
total amount of cash that shareholders can elect to receive in
the aggregate. Historically, some entities have accounted for
the stock portion of the distribution as a new share issuance
that is reflected in earning per share (“EPS”)
prospectively. Other entities have accounted for the stock
portion of the distribution as a stock dividend by retroactively
restating shares outstanding and EPS for all periods presented.
The amendments in this standard clarify that the stock portion
of a distribution to shareholders that allows them to elect to
receive cash or shares with a potential limitation on the total
amount of cash that all shareholders can elect to receive in the
aggregate is considered a share issuance, thus eliminating the
diversity in practice. The guidance is effective for
F-18
Table of Contents
interim and annual periods ending on or after December 15,
2009. The adoption of this standard did not have a material
impact on the Company’s financial position and results of
operations.
New
Accounting Standards to Be Implemented
Amendments
to Consolidation of Variable Interest Entities
In June 2009, the FASB issued
Amendments to Consolidation of
Variable Interest Entities
, which is effective for fiscal
years beginning after November 15, 2009, and introduces a
more qualitative approach to evaluating VIEs for consolidation.
This standard requires a company to perform an analysis to
determine whether its variable interests give it a controlling
financial interest in a VIE. This analysis identifies the
primary beneficiary of a VIE as the entity that has (a) the
power to direct the activities of the VIE that most
significantly affect the VIE’s economic performance and
(b) the obligation to absorb losses or the right to receive
benefits that could potentially be significant to the VIE. In
determining whether it has the power to direct the activities of
the VIE that most significantly affect the VIE’s
performance, this standard requires a company to assess whether
it has an implicit financial responsibility to ensure that a VIE
operates as designed. This standard requires continuous
reassessment of primary beneficiary status rather than periodic,
event-driven assessments as previously required, and
incorporates expanded disclosure requirements. The guidance in
this standard is effective for the first fiscal year beginning
after November 15, 2009, and for interim periods within
that first period, with earlier adoption prohibited. The Company
does not believe the adoption of this standard will have a
material impact on the Company’s financial position and
results of operations.
F-19
Table of Contents
| 2. | Investments in and Advances to Joint Ventures |
The Company’s significant unconsolidated joint ventures at
December 31, 2009, are as follows:
|
Effective
|
||||||
|
Ownership
|
||||||
|
Unconsolidated Real Estate Ventures
|
Percentage (A) |
Assets Owned
|
||||
|
Sun Center Limited
|
79.45 | % | A shopping center in Columbus, Ohio | |||
|
DDRA Community Centers Five LP
|
50.0 | Five shopping centers in several states | ||||
|
DOTRS LLC
|
50.0 | A shopping center in Macedonia, Ohio | ||||
|
Jefferson County Plaza LLC
|
50.0 | A shopping center in St. Louis (Arnold), Missouri | ||||
|
Lennox Town Center Limited
|
50.0 | A shopping center in Columbus, Ohio | ||||
|
Sansone Group/DDRC LLC
|
50.0 | A management and development company | ||||
|
Sonae Sierra Brazil BV Sarl
|
50.0 | Ten shopping centers and a management company in Brazil | ||||
|
Retail Value Investment Program IIIB LP
|
25.75 | A shopping center in Deer Park, Illinois | ||||
|
Retail Value Investment Program VIII LP
|
25.75 | A shopping center in Austin, Texas | ||||
|
RO & SW Realty LLC
|
25.25 | 11 retail sites in several states | ||||
|
Retail Value Investment Program VII LLC
|
21.0 | Two shopping centers in California | ||||
|
Coventry II DDR Buena Park LLC
|
20.0 | A shopping center in Buena Park, California | ||||
|
Coventry II DDR Fairplain LLC
|
20.0 | A shopping center in Benton Harbor, Michigan | ||||
|
Coventry II DDR Phoenix Spectrum LLC
|
20.0 | A shopping center in Phoenix, Arizona | ||||
|
Coventry II DDR Totem Lakes LLC
|
20.0 | A shopping center in Kirkland, Washington | ||||
|
DDR Domestic Retail Fund I
|
20.0 | 63 grocery-anchored retail properties in several states | ||||
|
DDR Markaz II LLC
|
20.0 | 13 neighborhood grocery-anchored retail properties in several states | ||||
|
DDR — SAU Retail Fund LLC
|
20.0 | 29 grocery-anchored retail properties in several states | ||||
|
Service Holdings LLC
|
20.0 | 42 retail sites in several states | ||||
|
Coventry II DDR Westover LLC
|
20.0 | A shopping center in San Antonio, Texas | ||||
|
Coventry II DDR Tri-County LLC
|
20.0 | A shopping center in Cincinnati, Ohio | ||||
|
DDRTC Core Retail Fund LLC
|
15.0 | 66 shopping centers in several states | ||||
|
Cole MT Independence Missouri JV LLC
|
14.5 | A shopping center in Independence, Missouri | ||||
|
Coventry II DDR Bloomfield LLC
|
10.0 | A shopping center under development in Bloomfield Hills, Michigan | ||||
|
Coventry II DDR Marley Creek Square LLC
|
10.0 | A shopping center in Orland Park, Illinois | ||||
|
Coventry II DDR Montgomery Farm LLC
|
10.0 | A shopping center in Allen, Texas | ||||
|
DPG Realty Holdings LLC
|
10.0 | Nine neighborhood grocery-anchored retail properties in several states | ||||
|
TRT DDR Venture I
|
10.0 | Three shopping centers in several states | ||||
|
DDR MDT PS LLC
|
0.0 | Six shopping centers in several states | ||||
| (A) | Ownership may be held through different investment structures. Percentage ownerships are subject to change as certain investments contain promoted structures. |
F-20
Table of Contents
Combined condensed unconsolidated financial information of the
Company’s unconsolidated joint venture investments is
summarized as follows (in thousands):
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Combined balance sheets
|
||||||||
|
Land
|
$ | 1,782,431 | $ | 2,378,033 | ||||
|
Buildings
|
5,207,234 | 6,353,985 | ||||||
|
Fixtures and tenant improvements
|
146,716 | 131,622 | ||||||
| 7,136,381 | 8,863,640 | |||||||
|
Less: Accumulated depreciation
|
(636,897 | ) | (606,530 | ) | ||||
| 6,499,484 | 8,257,110 | |||||||
|
Construction in progress and land held for development
|
130,410 | 412,357 | ||||||
|
Real estate, net
|
6,629,894 | 8,669,467 | ||||||
|
Receivables, net
|
113,630 | 136,410 | ||||||
|
Leasehold interests
|
11,455 | 12,615 | ||||||
|
Other assets
|
342,192 | 315,591 | ||||||
| $ | 7,097,171 | $ | 9,134,083 | |||||
|
Mortgage debt
|
$ | 4,547,711 | $ | 5,776,897 | ||||
|
Amounts payable to DDR
|
73,477 | 64,967 | ||||||
|
Other liabilities
|
194,065 | 237,363 | ||||||
| 4,815,253 | 6,079,227 | |||||||
|
Accumulated equity
|
2,281,918 | 3,054,856 | ||||||
| $ | 7,097,171 | $ | 9,134,083 | |||||
|
Company’s share of accumulated equity
|
$ | 473,738 | $ | 622,569 | ||||
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Combined statements of operations
|
||||||||||||
|
Revenues from operations
|
$ | 852,710 | $ | 925,358 | $ | 791,260 | ||||||
|
Operating expenses
|
328,080 | 322,103 | 265,688 | |||||||||
|
Impairment
charges
(A)
|
389,412 | — | — | |||||||||
|
Depreciation and amortization
|
242,384 | 236,748 | 188,267 | |||||||||
|
Interest expense
|
308,368 | 303,532 | 264,574 | |||||||||
| 1,268,244 | 862,383 | 718,529 | ||||||||||
|
(Loss) income before income tax expense, other income (expense),
(loss) gain on disposition of real estate and discontinued
operations
|
(415,534 | ) | 62,975 | 72,731 | ||||||||
|
Income tax expense (primarily Sonae Sierra Brazil), net
|
(10,013 | ) | (15,479 | ) | (4,839 | ) | ||||||
|
Other income (expense), net
|
7,153 | (31,318 | ) | — | ||||||||
|
(Loss) gain on disposition of real estate, net
|
(25,973 | ) | (67 | ) | 94,386 | |||||||
|
(Loss) income from continuing operations
|
(444,367 | ) | 16,111 | 162,278 | ||||||||
|
Discontinued operations:
|
||||||||||||
|
(Loss) income from discontinued
operations
(B)
|
(31,140 | ) | 1,476 | 4,401 | ||||||||
|
(Loss) gain on disposition of real estate, net of tax
|
(19,448 | ) | 7,364 | 2,516 | ||||||||
| (50,588 | ) | 8,840 | 6,917 | |||||||||
|
Net (loss) income
|
$ | (494,955 | ) | $ | 24,951 | $ | 169,195 | |||||
|
Company’s share of equity in net (loss) income of joint
ventures
(C)
|
$ | (34,522 | ) | $ | 17,335 | $ | 44,537 | |||||
F-21
Table of Contents
| (A) | Impairment charges of $145.0 million and $25.9 million were recorded by the DDRTC Core Retail Fund and DPG Realty Holdings joint ventures, respectively, for the year ended December 31, 2009, related to a combined 22 shopping centers that were under contract to be sold as of December 31, 2009. The Company’s proportionate share of each charge was $0.9 million and $1.7 million, respectively, and was reduced by the impact of the other than temporary impairments recorded on these investments as discussed below. In addition, the Coventry II DDR Bloomfield recorded an impairment charge of $218.5 million related to the development project that is currently suspended. The Company recorded an aggregate impairment charge of $16.5 million on its Coventry II DDR Bloomfield investment during the year ended December 31, 2009. | |
| (B) | Includes $33.9 million of impairment charges relating to three assets in the DDR Macquarie Fund joint venture that were sold in 2009. The Company’s proportionate share of these impairment charges aggregated $5.5 million and was reduced by the impact of the other than temporary impairment recorded on this investment in 2008 as discussed below. | |
| (C) | The difference between the Company’s share of net (loss) income, as reported above, and the amounts included in the consolidated statements of operations is attributable to the amortization of the basis differentials, deferred gains and differences in gain (loss) on sale of certain assets due to the basis differentials. The Company’s share of joint venture net loss was decreased by $24.8 million, net income was increased by $0.4 million, and net income was decreased by $1.2 million for the years ended December 31, 2009, 2008 and 2007, respectively, to reflect adjustments due to impairments, additional basis depreciation and basis differences in assets sold. |
Investments in and advances to joint ventures include the
following items, which represent the difference between the
Company’s investment and its proportionate share of all of
the unconsolidated joint ventures’ underlying net assets
(in millions):
| For the Year Ended December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Company’s share of accumulated equity
|
$ | 473.7 | $ | 622.6 | ||||
|
Basis differential upon transfer of
assets
(A)
|
(92.1 | ) | (95.4 | ) | ||||
|
Basis
differentials
(A)
|
(31.4 | ) | (4.6 | ) | ||||
|
Deferred development fees, net of portion relating to the
Company’s interest
|
(4.4 | ) | (5.2 | ) | ||||
|
Notes receivable from investments
|
1.2 | 1.4 | ||||||
|
Amounts payable to DDR
|
73.5 | 65.0 | ||||||
|
Investments in and advances to joint ventures
|
$ | 420.5 | $ | 583.8 | ||||
| (A) | Basis differentials recorded upon transfer of assets are primarily associated with assets previously owned by the Company that have been transferred into an unconsolidated joint venture at fair value. Other basis differentials occur primarily when the Company has purchased interests in existing unconsolidated joint ventures at fair market values, which differ from their proportionate share of the historical net assets of the unconsolidated joint ventures. In addition, certain acquisition, transaction and other costs, including capitalized interest and impairments of the Company’s investments that were other than temporary may not be reflected in the net assets at the joint venture level. This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level. Certain basis differentials indicated above are amortized over the life of the related asset. |
The Company has made advances to several joint ventures in the
form of notes receivable and fixed-rate loans that accrue annual
interest at rates ranging from 10.5% to 12.0%. Maturity dates
range from payment on demand to July 2011. Included in the
Company’s accounts receivables are approximately
$3.0 million and $8.2 million at December 31,
2009 and 2008, respectively, due from affiliates related to
construction receivables.
F-22
Table of Contents
Service fees earned by the Company through management, leasing,
development and financing activities related to all of the
Company’s unconsolidated joint ventures are as follows (in
millions):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Management and other fees
|
$ | 47.0 | $ | 50.3 | $ | 40.4 | ||||||
|
Acquisition, financing, guaranty and other
fees
(A)
|
1.0 | 1.6 | 8.5 | |||||||||
|
Development fees and leasing commissions
|
9.2 | 12.0 | 9.6 | |||||||||
|
Interest income
|
7.4 | 0.8 | 0.5 | |||||||||
| (A) | Acquisition fees of $6.3 million were earned from the formation of the DDRTC Core Retail Fund in 2007, excluding the Company’s retained ownership. Financing fees were earned from several unconsolidated joint venture interests, excluding the Company’s retained ownership. The Company’s fees were earned in conjunction with services rendered by the Company in connection with the acquisition of the IRRETI real estate assets and financings and re-financings of unconsolidated joint ventures. |
The Company’s joint venture agreements generally include
provisions whereby each partner has the right to trigger a
purchase or sale of its interest in the joint venture
(Reciprocal Purchase Rights), to initiate a purchase or sale of
the properties (Property Purchase Rights) after a certain number
of years or if either party is in default of the joint venture
agreements. Under these provisions, the Company is not obligated
to purchase the interests of its outside joint venture partners.
Unconsolidated
Joint Venture Interests
DDR
Macquarie Fund
The Company entered into a joint venture with Macquarie DDR
Trust (ASX:MDT) (“MDT”), an Australian Real Estate
Investment Trust that is managed by an affiliate of Macquarie
Group Limited (ASX: MQG), an international investment bank,
advisor and manager of specialized real estate funds, focusing
on acquiring ownership interests in institutional-quality
community center properties in the United States (“DDR
Macquarie Fund”). DDR Macquarie Fund is in the business of
expanding, owning and operating shopping centers. DDR provides
management, financing, expansion, re-tenanting and oversight
services for these real estate investments. The DDR Macquarie
Fund included a joint venture, the MDT US LLC, that owned 44
shopping center properties as of September 30, 2009, in
which the Company held an approximate 14.5% interest.
In October 2009, the MDT unitholders approved the redemption of
the Company’s interest in the MDT US LLC joint venture. A
100% interest in three shopping center assets was transferred to
the Company in October 2009 in exchange for its approximate
14.5% ownership interest, mortgages assumed of
$65.3 million and an initial cash payment of
$1.6 million. The results of operations for the MDT US LLC
joint venture through the date of redemption are included in the
combined statement of operations disclosed above.
The total consideration for this redemption was composed of (in
millions):
|
Fair value of assets acquired
|
$ | 113.3 | ||
|
Cash consideration paid
|
(2.1 | ) | ||
|
Mortgage debt assumed
|
(65.3 | ) | ||
|
Working capital adjustments
|
1.3 | |||
|
Less: Carrying value of equity method investment
|
(23.7 | ) | ||
|
Gain on redemption of joint venture interests
|
$ | 23.5 | ||
The redemption of the Company’s equity method investment in
the MDT US LLC joint venture in exchange for the three real
estate assets was effectively considered a step
acquisition/business combination pursuant to the standard
Business Combinations
. As a result, the real estate
assets received were recorded at fair value, and a
$23.5 million gain was recognized relating to the
difference between the fair value of the net assets received as
compared to the Company’s then current investment basis in
the joint venture. The gain is reflected in the gain on
redemption of joint venture interests line item in the
consolidated statement of operations for the year ended
F-23
Table of Contents
December 31, 2009. The Company remains the joint manager
for MDT and continues to lease and manage the remaining assets
in the DDR Macquarie Fund and to earn fees for those services.
DDR Macquarie Fund was a VIE at December 31, 2008, and
through the date of the redemption transaction. However, the
Company was not designated as the primary beneficiary because
MDT was the entity that absorbed the majority of the VIE’s
“expected losses.” The following is the summary
financial information as of December 31, 2008, regarding
DDR Macquarie Fund and the Company’s investment (in
millions):
| December 31, 2008 | ||||
|
Real estate assets
|
$ | 1,759.2 | ||
|
Non-recourse debt
|
1,150.7 | |||
|
DDR direct ownership interest
|
14.5 | % | ||
|
DDR maximum exposure to loss:
|
||||
|
Investment in DDR Macquarie Fund
|
26.5 | |||
|
Annual asset management and performance fees
|
10.4 | |||
The financial statements of DDR Macquarie Fund are included as
part of the combined unconsolidated joint ventures financial
statements disclosed above. The Company did not provide any
additional financial or other support to DDR Macquarie Fund or
MDT during 2008 and 2009 and did not have any contractual
commitments or disproportionate obligations to provide
additional financial support. The Company had assessed its risk
of a loss equal to the maximum exposure to be remote and
accordingly did not recognize an obligation associated with any
portion of the maximum exposure to loss.
Macquarie
DDR Trust
In February 2008, the Company began purchasing units of MDT.
Through December 31, 2008, the Company purchased an
aggregate of 115.7 million units of MDT at an aggregate
purchase price of $43.4 million. Through the combination of
its purchase of the units in MDT (8.3% on a weighted-average
basis for the year ended December 31, 2008, and 12.3% as of
December 31, 2008) and its then 14.5% direct and
indirect ownership of the DDR Macquarie Fund discussed above,
DDR was entitled to an approximate 25.0% effective economic
interest in the DDR Macquarie Fund as of December 31, 2008.
Because of the Company’s direct and indirect influence over
operating and financial policies, the Company accounted for its
interest in MDT using the equity method of accounting.
At December 31, 2008, the market price of the MDT shares as
traded on the ASX was $0.04 per share, as compared to the
Company’s then carrying value of approximately $0.25 per
share which represented a decline of over 80% in value. Due to
the significant decline in the unit value of this investment, as
well as the then-continued deterioration of the global capital
markets and the related impact on the real estate market and
retail industry, the Company determined that the loss in value
was other than temporary. Accordingly, the Company recorded an
impairment charge of $31.7 million, reducing its investment
in MDT to $4.8 million at December 31, 2008
(Note 14). In addition, MDT was considered a significant
equity method investment pursuant to applicable
Regulation S-X
rules at December 31, 2008, due to the significance of the
impairment charge recorded.
In 2009, the Company liquidated its investment in MDT for
aggregate proceeds of $6.4 million. The Company recorded a
gain on the sale of these units of $2.7 million during the
year ended December 31, 2009, which is included in other
income/expense on the consolidated statement of operations.
Sonae
Sierra Brazil BV Sarl
The Company has a joint venture interest in Sonae Sierra Brazil
BV Sarl (“Sonae Sierra Brazil”), a fully integrated
retail real estate company based in Sao Paulo, Brazil. The
Company’s partner in Sonae Sierra Brazil is Sonae Sierra,
an international owner, developer and manager of shopping
centers based in Portugal. Sonae Sierra Brazil is the managing
partner and majority owner of a partnership that owns direct and
indirect interests in 10 retail assets aggregating
3.8 million square feet of Company-owned GLA and a property
management company in Sao Paulo, Brazil that oversees the
leasing and management operations of the portfolio and the
development of new shopping centers. In 2009, additional equity
was issued to outside investors relating to the ownership of one
of the assets, reducing the Company’s effective joint
venture interest to 42.5%. Net proceeds of approximately
$93 million
F-24
Table of Contents
were generated from the equity issuance that will be utilized to
fund the joint venture’s development pipeline and shopping
center expansion.
DDR
Domestic Retail Fund I
In June 2007, the Company formed DDR Domestic Retail Fund I
(the “Domestic Retail Fund”), a Company-sponsored,
fully-seeded commingled fund. The Domestic Retail Fund acquired
63 shopping center assets aggregating 8.3 million square
feet of Company-owned GLA (“Portfolio”) from the
Company and a joint venture for approximately $1.5 billion.
The Portfolio is composed of 54 assets acquired by the Company
through its acquisition of Inland Retail Real Estate Trust, Inc.
(“IRRETI”) (Note 3), seven assets formerly held
in an unconsolidated joint venture, in which the Company had a
20% ownership interest, and two assets from the Company’s
wholly-owned portfolio. The Company recognized a gain of
approximately $9.6 million, net of its 20% retained
interest, from the sale of the two wholly-owned assets, which is
included in gain on disposition of real estate in the
Company’s consolidated statement of operations for the year
ended December 31, 2007. In conjunction with the sale of
assets to the Domestic Retail Fund and identification of the
equity partners, the Company paid a $7.8 million fee to a
third-party consulting firm and recognized this amount as a
reduction of the gain on disposition of real estate. The
unconsolidated joint venture recorded a gain of approximately
$89.9 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. As the Company does not have economic
or effective control, the Domestic Retail Fund is accounted for
using the equity method of accounting. The Company has been
engaged by the Domestic Retail Fund to perform
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. In addition, upon the sale of the assets from the
unconsolidated joint venture to the Domestic Retail Fund, the
Company recognized promoted income of approximately
$13.6 million, which is included in the equity in net
income of joint ventures for the year ended December 31,
2007.
DDRTC
Core Retail Fund
In February 2007, the Company formed a joint venture
(“DDRTC Core Retail Fund”) with TIAA-CREF, which
acquired 66 shopping center assets from IRRETI comprising
approximately 15.6 million square feet of Company-owned
GLA. DDRTC Core Retail Fund is owned 85% by TIAA-CREF and 15% by
the Company. Because the Company does not have economic or
effective control, DDRTC Core Retail Fund is accounted for using
the equity method of accounting. At December 31, 2009 and
2008, this joint venture was considered a significant equity
method investment pursuant to applicable
Regulation S-X
rules due to the significance of the impairment charges recorded
in both periods as discussed below.
Coventry II
Fund
The Company and Coventry Real Estate Advisors L.L.C.
(“CREA”) formed Coventry Real Estate
Fund II L.L.C. and Coventry
Fund II Parallel Fund, L.L.C. (collectively the
“Coventry II Fund”) to invest in a variety of
retail properties that presented opportunities for value
creation, such as re-tenanting, market repositioning, resale,
redevelopment or expansion. The Coventry II Fund was formed
with several institutional investors and CREA as the investment
manager.
At December 31, 2009, the Coventry II Fund and the
Company, through a series of joint ventures, owned nine retail
properties and 42 sites formerly occupied by Service
Merchandise. The Company co-invested approximately 20% in each
joint venture and is generally responsible for
day-to-day
management of the properties. Pursuant to the terms of the joint
venture, the Company earns fees for property management, leasing
and construction management. The Company also could earn a
promoted interest, along with CREA, above a preferred return
after return of capital to fund investors.
At December 31, 2009, the aggregate carrying amount of the
Company’s net investment in the Coventry II Fund joint
ventures was approximately $15.6 million. This basis
reflects the impact of impairment charges, as discussed below,
recorded during the years ended December 31, 2009 and 2008,
aggregating $52.4 million and $14.1 million,
respectively. The Company also advanced $66.9 million,
which includes accrued interest of
F-25
Table of Contents
$8.8 million, of financing to one of the Coventry II
Fund joint ventures, Coventry II DDR Bloomfield, relating
to the development of the Bloomfield Hills, Michigan. This loan
accrues interest at a base rate of the greater of LIBOR plus
700 basis points or 12% and a default rate of 16% and has
an initial maturity of July 2011 (“Bloomfield Loan”).
In addition to its existing equity and note receivable, the
Company provided payment guaranties to third-party lenders in
connection with the financing for seven of the projects. The
amount of each such guaranty is not greater than the proportion
to the Company’s investment percentage in the underlying
project, and the aggregate amount of the Company’s
guaranties was approximately $25.7 million at
December 31, 2009.
For the Bloomfield Hills, Michigan project, a $48.0 million
land loan matured on December 31, 2008, and on
February 24, 2009, the lender for the land loan sent to the
borrower a formal notice of default (the Company provided a
payment guaranty in the amount of $9.6 million with respect
to such loan, and in July 2009 paid such guaranty in full in
exchange for a complete release from the lender). The above
referenced $66.9 million Bloomfield Loan from the Company
relating to the Bloomfield Hills, Michigan project is
cross-defaulted with this third-party loan. As a result, on
March 3, 2009, the Company sent the borrower a formal
notice of default relating to its loan. The lender for the land
loan subsequently filed a foreclosure action and initiated legal
proceedings against the Coventry II Fund for its failure to
fund its 80% payment guaranty. During the fourth quarter, the
Company determined that, due to the current status of the
existing lender foreclosure action and other litigation related
to the project as well as current market and economic
conditions, management of the joint venture has not definitively
or formally made a determination as to whether development of
the project would be resumed. Consequently, the Company
determined that the fair value of the joint venture assets,
consisting of land and development costs, was insufficient to
repay the Company’s note receivable. As a result, in
December 2009, the Company recorded a charge of
$66.9 million on the carrying value of the note receivable,
including accrued interest, based upon the estimated fair value
of the land and its improvements. This charge is reflected in
the impairment of joint venture investments line item in the
consolidated statement of operations for the year ended
December 31, 2009. The Company recorded an impairment
charge on this investment in both the years ended
December 31, 2009 and 2008. At December 31, 2009, the
Coventry II DDR Bloomfield joint venture was considered a
significant equity method investment pursuant to applicable
Regulation S-X rules due to the significance of the impairment
charge recorded.
In March 2009, the Coventry II Fund joint venture
transferred its interest in the Kansas City, Missouri project
(Ward Parkway) to the lender. The joint venture recorded a loss
of $26.7 million on the transfer, which is included in
(loss) gain on disposition of real estate in the joint venture
combined statement of operations for the year ended
December 31, 2009. The Company recorded a $5.8 million
loss in March 2009 related to the write-off of the book value of
its equity investment, which is included within equity in net
(loss) income of joint ventures in the consolidated statement of
operations. Pursuant to the agreement with the lender, the
Company initially managed the shopping center while DDR’s
partner, the Coventry II Fund, marketed the property for
sale. Although the Coventry II Fund continues to market the
property, the Company terminated the property management
agreement effective June 30, 2009. The joint venture has
the ability to receive excess sale proceeds, if any, depending
upon the timing and terms of a future sale arrangement.
In July 2009, the Company acquired its partner’s 80%
interest in Coventry II DDR Merriam Village through the
assumption and guaranty of $17.0 million aggregate
principal amount of debt, of which the Company had previously
guaranteed 20%. The Company did not expend any funds for this
interest, which was consolidated at the acquisition date. In
connection with the Company’s assumption of the remaining
80% guaranty, the lender agreed to modify and extend this
secured mortgage.
See discussion of legal matters surrounding the Coventry II
Fund (Note 11).
Discontinued
Operations
Included in discontinued operations in the combined statements
of operations for the unconsolidated joint ventures are the
following properties sold subsequent to December 31, 2006:
| • | An interest in seven shopping centers owned through the DDR Macquarie Fund, sold in 2009; | |
| • | A 20.0% interest in Service Merchandise sites, six sold in 2007 and two sold in 2009; | |
| • | A 25.5% interest in a shopping center in Kansas City, Kansas, sold in 2007; | |
| • | A 10.0% interest in two shopping centers in Lilburn, Georgia, and Lawrenceville, Georgia, sold in 2009. |
F-26
Table of Contents
In addition, a 50%-owned joint venture sold its interest in
vacant land parcels in 2009 and 2007. These dispositions did not
meet the discontinued operations disclosure requirement.
Impairment
of Joint Venture Investments
Due to the deterioration of the U.S. capital markets, the
lack of liquidity and the related impact on the real estate
market and retail industry, the Company determined that several
of its unconsolidated joint venture investments incurred an
“other than temporary impairment” in 2009 and 2008. A
loss in value of an investment under the equity method of
accounting that is an other than “temporary” decline
must be recognized based upon an estimated fair value
(Note 14). The Company recorded impairment charges
aggregating $184.6 million and $107.0 million on the
following unconsolidated joint venture investments during the
years ended December 31, 2009 and 2008, respectively, (in
millions):
| For the Year Ended December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Various Coventry II Fund joint ventures
|
$ | 119.3 | $ | 14.1 | ||||
|
DDRTC Core Retail Fund
|
55.0 | 47.3 | ||||||
|
Macquarie DDR Trust
|
— | 31.7 | ||||||
|
DDR-SAU Retail Fund
|
6.2 | 9.0 | ||||||
|
DPG Realty Holdings
|
3.6 | 1.7 | ||||||
|
Central Park Solon /RO & SW Realty (Note 17)
|
0.5 | 3.2 | ||||||
|
Total impairments of joint venture investments
|
$ | 184.6 | $ | 107.0 | ||||
| 3. | Acquisitions and Pro Forma Financial Information |
Acquisitions
On February 22, 2007, the shareholders of IRRETI approved a
merger with a subsidiary of the Company pursuant to a merger
agreement among IRRETI, the Company and the subsidiary. Pursuant
to the merger, the Company acquired all of the outstanding
shares of IRRETI for a total merger consideration of $14.00 per
share, of which $12.50 per share was funded in cash and $1.50
per share was paid in the form of DDR common shares. As a
result, on February 27, 2007, the Company issued
5.7 million DDR common shares to the IRRETI shareholders
with an aggregate value of approximately $394.2 million
valued at $69.54 per share, which was the average closing price
of the Company’s common shares for the 10 trading days
immediately preceding the two trading days prior to the IRRETI
shareholders’ meeting. The other assets allocation of
$34.2 million relates primarily to in-place leases, leasing
commissions, tenant relationships and tenant improvements of the
properties (Note 6). There was a separate allocation in the
purchase price of $7.5 million for above-market leases and
$8.4 million for below-market leases. The merger was
accounted for utilizing the purchase method of accounting. The
Company entered into the merger to acquire a large portfolio of
assets, among other reasons.
The IRRETI merger was initially recorded at a total cost of
approximately $6.2 billion. Real estate and related assets
of approximately $3.1 billion were recorded by the Company,
and approximately $3.0 billion was recorded by the DDRTC
Core Retail Fund joint venture. The Company assumed debt at a
fair market value of approximately $443.0 million. At the
time of the merger, the IRRETI real estate portfolio consisted
of 315 community shopping centers, neighborhood shopping centers
and single tenant/net-leased retail properties, totaling
approximately 35.2 million square feet of Company-owned GLA
and five development properties. In connection with the merger,
the DDRTC Core Retail Fund joint venture acquired 66 of these
shopping centers, totaling approximately 15.6 million
square feet of Company-owned GLA. During 2007, the Company sold
or transferred 78 of the assets, valued at approximately
$1.2 billion, acquired in the merger with IRRETI, 21 of
which were sold to independent buyers with the remaining 57
contributed to unconsolidated joint ventures.
F-27
Table of Contents
Pro Forma
Financial Information
The following unaudited supplemental pro forma operating data is
presented for the year ended December 31, 2007, as if the
IRRETI merger and the formation of the DDRTC Core Retail Fund
joint venture had occurred at beginning of the period presented.
Pro forma amounts include general and administrative expenses
that IRRETI reported in its historical results of approximately
$48.3 million for the year ended 2007, including severance,
a substantial portion of which management believes to be
non-recurring.
Acquisitions are accounted for using the purchase method of
accounting. The revenues and expenses related to assets and
interests acquired are included in the Company’s historical
results of operations from the date of purchase. The
supplemental pro forma operating data below does not present the
sale of assets for the year ended December 31, 2007, or the
formation of a joint venture that owns three assets.
The pro forma financial information is presented for
informational purposes only and may not be indicative of what
actual results of operations would have been had the
acquisitions occurred as indicated; nor does it purport to
represent the results of the operations for future periods (in
thousands, except per share data):
|
For the Year Ended
|
||||
|
December 31,
|
||||
| (Unaudited) | ||||
| 2007 | ||||
|
Pro forma revenues
|
$ | 877,919 | ||
|
Pro forma income from continuing operations attributable to DDR
common shareholders
|
$ | 136,210 | ||
|
Pro forma income from discontinued operations attributable to
DDR common shareholders
|
$ | 27,638 | ||
|
Pro forma net income attributable to DDR common shareholders
|
$ | 173,804 | ||
|
Per share data:
|
||||
|
Basic earnings per share data:
|
||||
|
Income from continuing operations attributable to DDR common
shareholders
|
$ | 1.17 | ||
|
Income from discontinued operations
|
0.22 | |||
|
Net income attributable to DDR common shareholders
|
$ | 1.39 | ||
|
Diluted earning per share data:
|
||||
|
Income from continuing operations attributable to DDR common
shareholders
|
$ | 1.17 | ||
|
Income from discontinued operations
|
0.22 | |||
|
Net income attributable to DDR common shareholders
|
$ | 1.39 | ||
| 4. | Notes Receivable |
The Company has notes receivables aggregating $75.0 million
and $75.8 million, including accrued interest, at
December 31, 2009 and 2008, respectively. The notes are
secured by certain rights in development projects, partnership
interests, sponsor guaranties and real estate assets. Also
included in notes receivable are other financing receivables
that consist of loans acquired.
F-28
Table of Contents
Notes receivable consists of the following (in millions):
| December 31, | ||||||||||||
| 2009 | 2008 | Maturity Date | Interest Rate | |||||||||
|
Tax Increment Financing Bonds (“TIF
Bonds”)
(A)
:
|
||||||||||||
|
Town of Plainville, Connecticut
|
$ | 6.5 | $ | 6.8 | April 2021 | 7.13% | ||||||
|
City of Merriam, Kansas
|
3.6 | 4.8 | February 2016 | 6.9% | ||||||||
|
City of St. Louis, Missouri
|
3.0 | 2.8 | July 2026 | 7.1% - 8.5% | ||||||||
|
Chemung County Industrial Development Agency
|
2.1 |
2.0 |
April 2014 and
April 2018 |
5.5% | ||||||||
| 15.2 | 16.4 | |||||||||||
|
Other notes
|
1.1 | 2.1 | ||||||||||
|
Financing
receivables
(B)
|
58.7 | 57.3 |
December 2010 to
September 2017 |
6.0% - 12.0% | ||||||||
| $ | 75.0 | $ | 75.8 | |||||||||
| (A) | Principal and interest are payable solely from the incremental real estate taxes, if any, generated by the respective shopping center and development project pursuant to the terms of the financing agreement. | |
| (B) | Amounts exclude the Bloomfield Loan. |
The following table reconciles the financing receivables on real
estate from January 1, 2008, to December 31, 2009 (in
thousands):
| 2009 | 2008 | |||||||
|
Balance at January 1
|
$ | 57,329 | $ | — | ||||
|
Additions:
|
||||||||
|
New mortgage loans
|
6,796 | 62,729 | ||||||
|
Deductions:
|
||||||||
|
Loan loss
reserve
(A)
|
(5,406 | ) | (5,400 | ) | ||||
|
Balance at December 31
|
$ | 58,719 | $ | 57,329 | ||||
| (A) | Amount classified in other expense, net in the consolidated statements of operations for the years ended December 31, 2009 and 2008. |
As of December 31, 2009 and 2008, the Company had seven
loans with total remaining non-discretionary commitments of
$11.3 million and $26.8 million, respectively. The Company
identified a financing receivable with a carrying value of
$10.8 million that was impaired at December 31, 2009
and 2008, resulting in a specific loan loss reserve of
approximately $10.8 million and $5.4 million,
respectively, which was driven by the deterioration of the
economy and the dislocation of the credit markets. In addition
to this receivable, the Company has one financing receivable in
the amount of $19.0 million that was considered
non-performing at December 31, 2009 and 2008. This
financing receivable was considered non-performing when it was
acquired by the Company.
| 5. | Deferred Charges |
Deferred charges consist of the following (in thousands):
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Deferred financing costs
|
$ | 68,107 | $ | 55,133 | ||||
|
Less: Accumulated amortization
|
(34,945 | ) | (29,554 | ) | ||||
| $ | 33,162 | $ | 25,579 | |||||
F-29
Table of Contents
The Company incurred deferred financing costs aggregating
$25.7 million and $5.7 million in 2009 and 2008,
respectively. Deferred financing costs paid in 2009 primarily
relate to mortgages payable and the Company’s issuance of
senior unsecured notes in September 2009. Deferred financing
costs paid in 2008 primarily relate to mortgages payable
(Note 9). Amortization of deferred financing costs was
$10.7 million, $10.1 million and $10.1 million
for the years ended December 2009, 2008 and 2007, respectively.
| 6. | Other Assets |
Other assets consist of the following (in thousands):
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Intangible assets:
|
||||||||
|
In-place leases (including lease origination costs and fair
market value of leases), net
|
$ | 15,556 | $ | 21,721 | ||||
|
Tenant relations, net
|
11,318 | 15,299 | ||||||
|
Total intangible assets
|
26,874 | 37,020 | ||||||
|
Other assets:
|
||||||||
|
Prepaids, deposits and other assets
|
111,975 | 91,770 | ||||||
|
Total other assets
|
$ | 138,849 | $ | 128,790 | ||||
The Company recorded amortization expense of approximately
$7.1 million, $8.8 million and $8.2 million for
the years ended December 31, 2009, 2008 and 2007,
respectively. The estimated amortization expense associated with
the Company’s intangible assets is $6.5 million,
$5.6 million, $5.5 million, $5.0 million and
$2.9 million for the years ending December 31, 2010,
2011, 2012, 2013 and 2014, respectively. Other assets consist
primarily of deposits, land options and other prepaid expenses.
| 7. | Revolving Credit Facilities and Term Loans |
The Company maintains an unsecured revolving credit facility
with a syndicate of financial institutions, for which JP Morgan
Securities, Inc. serves as the administrative agent (the
“Unsecured Credit Facility”). The Unsecured Credit
Facility provides for borrowings of $1.25 billion, if
certain financial covenants are maintained, and an accordion
feature for a future expansion to $1.4 billion upon the
Company’s request, provided that new or existing lenders
agree to the existing terms of the facility and increase their
commitment level, and a maturity date of June 2010, with a
one-year extension option at the option of the Company subject
to certain customary closing conditions. The Unsecured Credit
Facility includes a competitive bid option on periodic interest
rates for up to 50% of the facility. The Company’s
borrowings under the Unsecured Credit Facility bear interest at
variable rates at the Company’s election, based on either
(i) the prime rate plus a specified spread (-0.125% at
December 31, 2009), as defined in the facility, or
(ii) LIBOR, plus a specified spread (0.75% at
December 31, 2009). The specified spreads vary depending on
the Company’s long-term senior unsecured debt rating from
Standard and Poor’s and Moody’s Investors Service. The
Company is required to comply with certain covenants relating to
total outstanding indebtedness, secured indebtedness,
maintenance of unencumbered real estate assets and fixed charge
coverage. The Unsecured Credit Facility is used to finance the
acquisition, development and expansion of shopping center
properties, to provide working capital and for general corporate
purposes. The Company was in compliance with these covenants at
December 31, 2009. The Unsecured Credit Facility also
provides for an annual facility fee of 0.175% on the entire
facility. At December 31, 2009 and 2008, total borrowings
under the Unsecured Credit Facility aggregated
$775.0 million and $975.4 million, respectively, with
a weighted average interest rate of 1.6% and 2.2%, respectively.
The Company also maintains a $75 million unsecured
revolving credit facility with PNC Bank, National Association
(“PNC”) (together with the Unsecured Credit Facility,
the “Revolving Credit Facilities”). This facility has
a maturity date of June 2010, with a one-year extension option
at the option of the Company subject to certain customary
closing conditions, and the PNC facility reflects terms
consistent with those contained in the Unsecured Credit
Facility. Borrowings under this facility bear interest at
variable rates based on (i) the prime rate plus a
F-30
Table of Contents
specified spread (0.125% at December 31, 2009), as defined
in the facility, or (ii) LIBOR, plus a specified spread
(1.0% at December 31, 2009). The specified spreads are
dependent on the Company’s long-term senior unsecured debt
rating from Standard and Poor’s and Moody’s Investors
Service. The Company is required to comply with certain
covenants relating to total outstanding indebtedness, secured
indebtedness, maintenance of unencumbered real estate assets and
fixed charge coverage. The Company was in compliance with these
covenants at December 31, 2009. At December 31, 2009
there were no borrowings under the PNC facility. At
December 31, 2008, total borrowings aggregated
$51.8 million with a weighted average interest rate of 1.1%.
Additionally, the Company maintains an $800 million
collateralized term loan with a syndicate of financial
institutions, for which KeyBank, NA serves as the administrative
agent (the “Term Loan”). The Term Loan matures in
February 2011, with a one-year extension option at the option of
the Company subject to certain customary closing conditions.
Borrowings under the Term Loan bear interest at variable rates
based on LIBOR plus a specified spread based on the
Company’s current credit rating (1.20% at December 31,
2009). The collateral for this Term Loan is assets, or
investment interests in certain assets, that are already
collateralized by first mortgage loans. The Company is required
to comply with similar covenants as agreed upon in the Revolving
Credit Facilities. The Company was in compliance with these
covenants at December 31, 2009. At December 31, 2009
and 2008, total borrowings under this facility aggregated
$800.0 million with a weighted average interest rate of
3.2% and 4.0%, respectively.
In February 2007, the Company entered into a $750 million
unsecured bridge facility (the “Bridge Facility”) with
Bank of America, N.A. in connection with the financing of the
IRRETI merger. The Bridge Facility had a maturity date of August
2007 and bore interest at LIBOR plus 0.75%. The Bridge Facility
was repaid in June 2007. Following the repayment, the Company
did not have the right to draw on the Bridge Facility.
Total fees paid by the Company on the Revolving Credit
Facilities and Term Loan in 2009, 2008 and 2007 aggregated
approximately $2.3 million, $2.1 million and
$1.9 million, respectively. At December 31, 2009 and
2008, the Company was in compliance with its financial and other
covenant requirements.
| 8. | Senior Notes |
The Company had outstanding unsecured fixed-rate notes in the
aggregate principal amount of approximately $1.7 billion
and $2.4 billion at December 31, 2009 and 2008,
respectively. Several of the notes were issued at a discount
aggregating $4.1 million and $1.9 million at
December 31, 2009 and 2008, respectively. The effective
interest rates of the unsecured notes range from 3.4% to 9.8%
per annum.
In September 2009, the Company issued $300 million
aggregate principal amount of 9.625% senior unsecured notes
due March 2016. The notes were offered to investors at 99.42% of
par with a yield to maturity of 9.75%.
In March 2007, the Company issued $600 million aggregate
principal amount of 3.0% senior convertible notes due in
2012 (the “2007 Senior Convertible Notes”). In August
2006, the Company issued $250 million aggregate principal
amount of senior convertible notes due in 2011 (the “2006
Senior Convertible Notes” and, together with the 2007
Senior Convertible Notes, the “Senior Convertible
Notes”). The Senior Convertible Notes are senior unsecured
obligations and rank equally with all other senior unsecured
indebtedness of the Company.
Effective January 1, 2009, the Company retrospectively
adopted the provisions of the standard
Accounting for
Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion
(Note 1). Concurrent with the issuance of
each of the Senior Convertible Notes, the Company purchased an
option on its common shares in a private transaction in order to
effectively increase the conversion price of the Senior
Convertible Notes to a specified option price (“Option
Price”). This purchase option allows the Company to receive
a number of the Company’s common shares (“Maximum
Common Shares”) from counterparties equal to the number of
common shares
and/or
cash
related to the excess conversion value that it would pay to the
holders of the Senior Convertible Notes upon conversion. The
option was recorded as a reduction of shareholders’ equity
at issuance.
The Senior Convertible Notes are subject to net settlement based
on conversion prices (“Conversion Price”) that are
subject to adjustment based on increases in the Company’s
quarterly stock dividend. If certain conditions are met, the
incremental value can be settled in cash or the Company’s
common shares, at the Company’s option. The Senior
Convertible Notes may only be converted prior to maturity based
on certain provisions in the governing
F-31
Table of Contents
note documents. In connection with the issuance of these notes,
the Company entered into a registration rights agreement for the
common shares that may be issuable upon conversion of the Senior
Convertible Notes.
The following table summarizes the information related to the
Senior Convertible Notes at December 31, 2009 and 2008
(shares and dollars in millions):
|
Maximum Common
|
||||||||||||||||
| Conversion Price | Option Price | Shares | Option Cost | |||||||||||||
|
2007 Senior Convertible Notes
|
$ | 74.56 | $ | 82.71 | 1.1 | $ | 32.6 | |||||||||
|
2006 Senior Convertible Notes
|
$ | 64.23 | $ | 65.17 | 0.5 | $ | 10.3 | |||||||||
The effects of this accounting change on the carrying amounts of
the Company’s debt and equity balances are as follows (in
thousands):
| December 31, 2009 | December 31, 2008 | |||||||
|
Carrying value of equity component
|
$ | (39,887 | ) | $ | (77,587 | ) | ||
|
Principal amount of convertible debt
|
$ | 428,243 | $ | 833,000 | ||||
|
Remaining unamortized debt discount
|
(17,571 | ) | (50,709 | ) | ||||
|
Net carrying value of convertible debt
|
$ | 410,672 | $ | 782,291 | ||||
As of December 31, 2009, the remaining amortization periods
for the debt discount were approximately 20 months and
27 months for the 2006 Senior Convertible Notes and the
2007 Senior Convertible Notes, respectively.
The adjusted effective interest rates for the liability
components of the 2006 Senior Convertible Notes and the 2007
Senior Convertible Notes were 5.7% and 5.2%, respectively. The
impact of this accounting change required the Company to adjust
its interest expense and record non-cash interest-related
charges of $12.2 million, $14.2 million and
$11.1 million for the years ended December 31, 2009,
2008 and 2007, respectively. The Company recorded contractual
interest expense of $19.6 million, $26.8 million and
$23.1 million for the years ended December 31, 2009,
2008 and 2007, respectively, relating to the Senior Convertible
Notes.
During the years ended December 31, 2009 and 2008, the
Company purchased approximately $816.2 million and
$66.9 million, respectively, aggregate principal amount of
its outstanding senior unsecured notes (of which
$404.8 million and $17.0 million related to the Senior
Convertible Notes, respectively) at a discount to par resulting
in net GAAP gains of approximately $145.1 million and
$10.5 million, respectively. The Company allocated the
consideration paid for the Senior Convertible Notes between the
liability component and equity component based on the fair value
of those components immediately prior to the purchases and
reflected a gain based on the difference in the amount of
consideration paid as compared to the carrying amount of the
debt, net of the unamortized discount. The net GAAP gain for the
year ended December 31, 2008, reflects a decrease of
approximately $1.1 million due to the adoption of the
standard
Accounting for Convertible Debt Instruments That May
Be Settled in Cash Upon Conversion
(Note 1), in 2009.
No purchases of outstanding senior unsecured notes were made
during 2007.
The Company’s various fixed-rate notes have maturities
ranging from May 2010 to July 2018. Interest coupon rates range
from approximately 3.0% to 9.6% (averaging 5.6% and 4.4% at
December 31, 2009 and 2008, respectively). Notes issued
prior to December 31, 2001, aggregating $82.2 million,
may not be redeemed by the Company prior to maturity and will
not be subject to any sinking fund requirements. Notes issued
subsequent to 2001, aggregating $1.0 billion at
December 31, 2009, may be redeemed based upon a yield
maintenance calculation. The notes issued in October 2005
(aggregating $223.5 million) are redeemable prior to
maturity at par value plus a make-whole premium. If the notes
issued in October 2005 are redeemed within 90 days of the
maturity date, no make-whole premium is required.
The Senior Convertible Notes, with outstanding aggregate
principal amounts of $428.2 million and $833.0 million
at December 31, 2009 and 2008, respectively, may be
converted prior to maturity into cash equal to the lesser of the
principal amount of the note or the conversion value and, to the
extent the conversion value exceeds the principal amount of the
note, common shares of the Company’s stock. The fixed-rate
senior notes and Senior Convertible
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Table of Contents
Notes were issued pursuant to an indenture dated May 1,
1994, as amended, which contains certain covenants including
limitation on incurrence of debt, maintenance of unencumbered
real estate assets and debt service coverage. Interest is paid
semi-annually in arrears.
At December 31, 2009 and 2008, the Company was in
compliance with all of the financial and other covenant
requirements.
| 9. | Mortgages Payable and Scheduled Principal Repayments |
Mortgages
Payable
At December 31, 2009, mortgages payable, collateralized by
investments and real estate with a net book value of
approximately $3.3 billion and related tenant leases, are
generally due in monthly installments of principal
and/or
interest and mature at various dates through 2037. Fixed-rate
debt obligations included in mortgages payable at
December 31, 2009 and 2008, aggregated approximately
$1,584.1 million and $1,373.4 million, respectively.
Fixed interest rates on mortgage payables ranged from
approximately 4.2% to 10.2% (averaging 5.7% and 6.0% at
December 31, 2009 and 2008, respectively). Variable-rate
debt obligations totaled approximately $259.6 million and
$264.0 million at December 31, 2009 and 2008,
respectively. Interest rates on the variable-rate mortgage debt
averaged 3.1% and 1.9% at December 31, 2009 and 2008,
respectively.
Included in mortgages payable are $70.0 million and
$71.5 million of tax-exempt certificates with a weighted
average fixed interest rate of 1.3% and 1.9% at
December 31, 2009 and 2008, respectively.
Scheduled
Principal Repayments
As of December 31, 2009, the scheduled principal payments
of the Revolving Credit Facilities, Term Loan, fixed-rate senior
notes and mortgages payable excluding extension options for the
next five years and thereafter are as follows (in thousands):
|
Year
|
Amount | |||
|
2010
|
$ | 1,457,396 | ||
|
2011
|
1,404,243 | |||
|
2012
|
634,076 | |||
|
2013
|
457,809 | |||
|
2014
|
446,170 | |||
|
Thereafter
|
778,969 | |||
| $ | 5,178,663 | |||
Included in principal payments are $775.0 million in 2010
and $800.0 million in 2011 associated with the maturing of
the Revolving Credit Facilities and the Term Loan, respectively,
both of which have a one-year extension option, subject to
certain requirements (Note 7).
For the year ended December 31, 2009, the Company incurred
debt extinguishment costs of $14.4 million, which are
reflected in other expense in the Company’s consolidated
statement of operations.
F-33
Table of Contents
| 10. | Financial Instruments |
The following methods and assumptions were used by the Company
in estimating fair value disclosures of financial instruments:
Fair
Value Hierarchy
The standard
Fair Value Measurements
specifies a
hierarchy of valuation techniques based upon whether the inputs
to those valuation techniques reflect assumptions other market
participants would use based upon market data obtained from
independent sources (observable inputs). The following
summarizes the fair value hierarchy:
|
• Level 1
|
Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |
|
• Level 2
|
Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals; and | |
|
• Level 3
|
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such
cases, the level in the fair value hierarchy within which the
fair value measurement in its entirety falls has been determined
based on the lowest level input that is significant to the fair
value measurement in its entirety. The Company’s assessment
of the significance of a particular input to the fair value
measurement in its entirety requires judgment and considers
factors specific to the asset or liability.
Measurement
of Fair Value
At December 31, 2009, the Company used pay-fixed interest
rate swaps to manage its exposure to changes in benchmark
interest rates. The valuation of these instruments is determined
using widely accepted valuation techniques including discounted
cash flow analysis on the expected cash flows of each derivative.
Although the Company has determined that certain inputs used to
value its derivatives fall within Level 2 of the fair value
hierarchy, the credit valuation adjustments associated with the
Company’s counterparties and its own credit risk utilize
Level 3 inputs, such as estimates of current credit
spreads, to evaluate the likelihood of default by itself and its
counterparties. During the second half of 2008, the credit
spreads on the Company and certain of its counterparties widened
significantly and, as a result, the Company assessed the
significance of the impact of the credit valuation adjustments
on the overall valuation of its derivative positions and
determined that the credit valuation adjustments are significant
to the overall valuation of all of its derivatives. As a result,
the Company determined that its derivative valuations in their
entirety are classified in Level 3 of the fair value
hierarchy. These inputs reflect the Company’s assumptions.
Items Measured
at Fair Value on a Recurring Basis
The following table presents information about the
Company’s financial assets and liabilities (in millions),
which consists of interest rate swap agreements and securities
included in the Company’s Elective Deferred Compensation
Plan (Note 18) that are included in other liabilities at
December 31, 2009, measured at fair value on a
F-34
Table of Contents
recurring basis as of December 31, 2009, and indicates the
fair value hierarchy of the valuation techniques utilized by the
Company to determine such fair value.
| Fair Value Measurements | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
|
December 31, 2009
|
||||||||||||||||
|
Derivative Financial Instruments
|
$ | — | $ | — | $ | 15.4 | $ | 15.4 | ||||||||
|
Marketable Securities
|
$ | 2.4 | $ | — | $ | — | $ | 2.4 | ||||||||
|
December 31, 2008
|
||||||||||||||||
|
Derivative Financial Instruments
|
$ | — | $ | — | $ | 21.7 | $ | 21.7 | ||||||||
|
Marketable Securities
|
$ | 3.3 | $ | — | $ | — | $ | 3.3 | ||||||||
The table presented below presents a reconciliation of the
beginning and ending balances of interest rate swap agreements
that are included in other liabilities having fair value
measurements based on significant unobservable inputs
(Level 3). As described above, the Company transferred its
derivatives into Level 3 from Level 2 during the
fourth quarter of 2008 due to changes in the significance of its
derivative’s valuation as a result of changes in
non-performance risk associated with its credit standing.
|
Derivative Financial
|
||||
| Instruments | ||||
|
Balance of Level 3 at December 31, 2007
|
$ | — | ||
|
Transfers into Level 3
|
(17.1 | ) | ||
|
Total losses included in other comprehensive (loss) income
|
(4.6 | ) | ||
|
Balance of Level 3 at December 31, 2008
|
$ | (21.7 | ) | |
|
Total losses included in other comprehensive (loss) income
|
6.3 | |||
|
Balance of Level 3 at December 31, 2009
|
$ | (15.4 | ) | |
The unrealized gain of $6.3 million above included in other
comprehensive (loss) income is attributable to the change in
unrealized gains or losses relating to derivative liabilities
that are still outstanding at December 31, 2009 —
none of which were reported in the Company’s consolidated
statements of operations because they are documented and qualify
as hedging instruments.
The Company calculates the fair value of its interest rate
swaps, based upon the amount of the expected future cash flows
paid and received on each leg of the swap. The cash flows on the
fixed leg of the swap are agreed to at inception, and the cash
flows on the floating leg of a swap change over time as interest
rates change. To estimate the floating cash flows at each
valuation date, the Company utilizes a forward curve that is
constructed using LIBOR fixings, Eurodollar futures and swap
rates, which are observable in the market. Both the fixed and
floating legs’ cash flows are discounted at market discount
factors. For purposes of adjusting its derivative values, the
Company incorporates the non-performance risk for both the
Company and its counterparties to these contracts based upon
either credit default swap spreads (if available) or
Moody’s KMV ratings in order to derive a curve that
considers the term structure of credit.
Cash and
Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts
Payable, Accruals and Other Liabilities
The carrying amounts reported in the balance sheet for these
financial instruments approximated fair value because of their
short-term maturities.
Notes
Receivable and Advances to Affiliates
The fair value is estimated by discounting the current rates at
which management believes similar loans would be made. The fair
value of these notes was approximately $74.6 million and
$134.0 million at December 31, 2009 and 2008,
respectively, as compared to the carrying amounts of
$76.2 million and $134.0 million, respectively. The
carrying value of the TIF Bonds (Note 4) approximated
its fair value at December 31, 2009 and 2008. The fair
value
F-35
Table of Contents
of loans to affiliates is not readily determinable and has been
estimated by management based upon its assessment of the
interest rate, credit risk and performance risk.
Debt
The fair market value of debt is determined using the trading
price of public debt, or a discounted cash flow technique that
incorporates a market interest yield curve with adjustments for
duration, optionality and risk profile including the
Company’s non performance risk.
Considerable judgment is necessary to develop estimated fair
values of financial instruments. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts
the Company could realize on disposition of the financial
instruments.
Financial instruments at December 31, 2009 and 2008, with
carrying values that are different than estimated fair values,
based on the valuation methods outlined in the standard
Fair
Value Measurements
at December 31, 2009 and 2008 are
summarized as follows (in thousands):
| December 31, 2009 | December 31, 2008 | |||||||||||||||
|
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
| Amount | Value | Amount | Value | |||||||||||||
|
Senior notes
|
$ | 1,689,841 | $ | 1,691,445 | $ | 2,402,032 | $ | 1,496,474 | ||||||||
|
Revolving Credit Facilities and Term Debt
|
1,575,028 | 1,544,481 | 1,827,183 | 1,752,260 | ||||||||||||
|
Mortgages payable and other indebtedness
|
1,913,794 | 1,875,187 | 1,637,440 | 1,570,877 | ||||||||||||
| $ | 5,178,663 | $ | 5,111,113 | $ | 5,866,655 | $ | 4,819,611 | |||||||||
Risk
Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its
business operations and economic conditions. The Company
principally manages its exposures to a wide variety of business
and operational risks through management of its core business
activities. The Company manages economic risks, including
interest rate, liquidity and credit risk, primarily by managing
the amount, sources and duration of its debt funding and, from
time to time, the use of derivative financial instruments.
Specifically, the Company enters into derivative financial
instruments to manage exposures that arise from business
activities that result in the receipt or payment of future known
and uncertain cash amounts, the value of which are determined by
interest rates. The Company’s derivative financial
instruments are used to manage differences in the amount, timing
and duration of the Company’s known or expected cash
receipts and its known or expected cash payments principally
related to the Company’s investments and borrowings.
The Company entered into consolidated joint ventures that own
real estate assets in Canada and Russia. The net assets of these
subsidiaries are exposed to volatility in currency exchange
rates. As such, the Company uses non-derivative financial
instruments to economically hedge a portion of this exposure.
The Company manages currency exposure related to the net assets
of its Canadian and European subsidiaries primarily through
foreign currency-denominated debt agreements.
Cash Flow
Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives
are to manage its exposure to interest rate movements. To
accomplish this objective, the Company generally uses interest
rate swaps (“Swaps”) as part of its interest rate risk
management strategy. Swaps designated as cash flow hedges
involve the receipt of variable-rate amounts from a counterparty
in exchange for the Company making fixed-rate payments over the
life of the agreements without exchange of the underlying
notional amount. As of December 31, 2009 and 2008, the
aggregate fair value of the Company’s $400 million and
$600 million of Swaps was a liability of $15.4 million
and
F-36
Table of Contents
$21.7 million, respectively, which is included in other
liabilities in the consolidated balance sheet. The following
table discloses certain information regarding the Swaps:
|
Aggregate Notional Amount
|
LIBOR
|
|||||
|
(in millions)
|
Fixed Rate |
Maturity Date
|
||||
|
$200.0
|
4.9 | % | October 2009 (A) | |||
|
$200.0
|
5.1 | % | June 2010 | |||
|
$100.0
|
4.9 | % | September 2010 | |||
|
$100.0
|
4.8 | % | February 2012 | |||
| (A) | Expired at maturity |
All components of the Swaps were included in the assessment of
hedge effectiveness. The Company expects that within the next
12 months it will reflect as an increase to interest
expense (and a corresponding decrease to earnings) of
approximately $12.4 million.
The effective portion of changes in the fair value of
derivatives designated and that qualify as cash flow hedges is
recorded in Accumulated Other Comprehensive (Loss) Income and is
subsequently reclassified into earnings in the period that the
hedged forecasted transaction affects earnings. During 2009,
such derivatives were used to hedge the variable cash flows
associated with existing obligations. The ineffective portion of
the change in fair value of derivatives is recognized directly
in earnings. During the three years ended December 31,
2009, the amount of hedge ineffectiveness recorded was not
material.
Amounts reported in accumulated other comprehensive (loss)
income related to derivatives will be reclassified to interest
expense as interest payments are made on the Company’s
variable-rate debt. As of December 31, 2009, the Company
had the following outstanding interest rate derivatives that
were designated as cash flow hedges of interest rate risk:
|
Notional
|
||||||||
|
Interest Rate Derivative
|
Number of Instruments | (in millions) | ||||||
|
Interest rate swaps
|
Three | $ | 400.0 | |||||
The table below presents the fair value of the Company’s
derivative financial instruments as well as their classification
on the consolidated balance sheets as of December 31, 2009
and 2008 (in millions):
| Liability Derivatives | ||||||||||||||||
|
Derivatives
|
December 31, 2009 | December 31, 2008 | ||||||||||||||
|
designated as hedging
|
Balance Sheet
|
Balance Sheet
|
||||||||||||||
|
instruments
|
Location | Fair Value | Location | Fair Value | ||||||||||||
|
Interest rate products
|
Other liabilities | $ | 15.4 | Other liabilities | $ | 21.7 | ||||||||||
The effect of the Company’s derivative instruments on net
(loss) and income is as follows (in millions):
|
Location of
|
||||||||||||||||||||||||||
|
Gain (Loss)
|
||||||||||||||||||||||||||
|
Reclassified
|
||||||||||||||||||||||||||
|
from
|
||||||||||||||||||||||||||
|
Amount of Gain (Loss)
|
Accumulated
|
Amount of Gain Reclassified
|
||||||||||||||||||||||||
|
Recognized in OCI on Derivative
|
OCI into
|
from Accumulated OCI into Income
|
||||||||||||||||||||||||
| (Effective Portion) |
Income
|
(Effective Portion) | ||||||||||||||||||||||||
|
Derivatives in Cash
|
Year Ended December 31, |
(Effective
|
Year Ended December 31, | |||||||||||||||||||||||
|
Flow Hedging
|
2009 | 2008 | 2007 |
Portion)
|
2009 | 2008 | 2007 | |||||||||||||||||||
|
Interest rate products
|
$ | 6.3 | $ | (1.7 | ) | $ | (19.0 | ) | Interest expense | $ | 0.4 | $ | 0.6 | $ | 1.5 | |||||||||||
The Company is exposed to credit risk in the event of
non-performance by the counterparties to the Swaps. The Company
believes it mitigates its credit risk by entering into Swaps
with major financial institutions. The Company continually
monitors and actively manages interest costs on its
variable-rate debt portfolio and may enter into additional
interest rate swap positions or other derivative interest rate
instruments based on market conditions. In addition, the Company
continually assesses its ability to obtain funds through
additional equity
and/or
debt
offerings, including the issuance of unsecured notes and joint
venture capital. Accordingly, the cost of obtaining interest
rate protection agreements in relation to the Company’s
access to capital markets will continue to be
F-37
Table of Contents
evaluated. The Company has not, and does not plan to, enter into
any derivative financial instruments for trading or speculative
purposes.
Credit-Risk-Related
Contingent Features
The Company has agreements with each of its derivative
counterparties that contain a provision whereby if the Company
defaults on certain of its unsecured indebtedness, then the
Company could also be declared in default on its derivative
obligations resulting in an acceleration of payment under those
derivative obligations.
Net
Investment Hedges
The Company is exposed to foreign exchange risk from its
consolidated and unconsolidated international investments. The
Company has foreign currency-denominated debt agreements, which
exposes the Company to fluctuations in foreign exchange rates.
The Company has designated these foreign currency borrowings as
a hedge to the net investment in its Canadian and European
subsidiaries. Changes in the spot rate value are recorded as
adjustments to the debt balance with offsetting unrealized gains
and losses recorded in OCI. As the notional amount of the
non-derivative instrument substantially matches the portion of
the net investment designated as being hedged and the
non-derivative instrument is denominated in the functional
currency of the hedged net investment, the hedge ineffectiveness
recognized in earnings was not material.
The effect of the Company’s net investment hedge derivative
instruments on OCI is as follows (in millions):
|
Amount of Gain (Loss)
|
||||||||||||
|
Recognized in OCI on Derivatives
|
||||||||||||
| (Effective Portion) | ||||||||||||
| Year Ended December 31, | ||||||||||||
|
Derivatives in Net Investment Hedging Relationships
|
2009 | 2008 | 2007 | |||||||||
|
Euro denominated revolving credit facilities designated as a
hedge of the Company’s net investment in its subsidiary
|
$ | 2.2 | $ | (22.2 | ) | $ | (0.2 | ) | ||||
|
Canadian-dollar-denominated revolving credit facilities
designated as a hedge of the Company’s net investment in
its subsidiary
|
16.3 | (3.3 | ) | (0.3 | ) | |||||||
Other
Fair Value Instruments
Investments in unconsolidated joint ventures are considered
financial assets. See discussion of fair value considerations in
Note 14 and a discussion of equity derivative instruments
in Note 12.
| 11. | Commitments and Contingencies |
Business
Risks and Uncertainties
The retail and real estate markets have been significantly
impacted by the continued deterioration of the global credit
markets and other macro economic factors including, among
others, rising unemployment and a decline in consumer confidence
leading to a decline in consumer spending.
As discussed in Notes 7 and 8, the Revolving Credit
Facilities, Term Loan and the indentures under which the
Company’s senior and subordinated unsecured indebtedness
is, or may be, issued contain certain financial and operating
covenants, including, among other things, leverage ratios, debt
service coverage and fixed charge coverage ratios, as well as
limitations on the Company’s ability to incur secured and
unsecured indebtedness, sell all or substantially all of the
Company’s assets and engage in mergers and certain
acquisitions. These Revolving Credit Facilities, Term Loan and
indentures also contain customary default provisions, including
the failure to make timely payments on principal and interest
issued thereunder, the failure to comply with the Company’s
financial and operating covenants, the occurrence of a material
adverse effect on the Company, and the failure to pay when due
any other Company consolidated indebtedness (including
non-recourse obligations) in excess of certain specified levels.
In the event the Company’s lenders declare a default, as
defined in the applicable loan documentation, this could result
in the Company’s inability to obtain further funding
and/or
an
acceleration of all of the Company’s outstanding borrowings.
F-38
Table of Contents
As of December 31, 2009, the Company was in compliance with
all of its financial and operating covenants under the Revolving
Credit Facilities, term debt and senior notes. The
Company’s current business plans indicate that it will be
able to operate in compliance with these covenants in 2010 and
beyond. If there is a continued decline in the retail and real
estate industries
and/or
the
Company is unable to successfully execute its plans, the Company
could violate these covenants, and as a result may be subject to
higher finance costs and fees
and/or
accelerated maturities. In addition, certain of the
Company’s credit facilities and indentures permit the
acceleration of the maturity of debt issued thereunder in the
event certain other debt of the Company has been accelerated.
Furthermore, a default under a loan to the Company or its
affiliates, a foreclosure on a mortgaged property owned by the
Company or its affiliates or the inability to refinance existing
indebtedness would have a negative impact on the Company’s
financial condition, cash flows and results of operations. These
facts and an inability to predict future economic conditions
have encouraged the Company to adopt a strict focus on lowering
leverage, increasing its financial flexibility and improving its
liquidity.
The Company is committed to prudently managing and minimizing
discretionary operating and capital expenditures and raising the
necessary equity and debt capital to maximize its liquidity,
repay its outstanding borrowings as they mature and comply with
its financial covenants in 2010 and beyond. The Company has
already implemented several steps integral to the successful
execution of its plans to raise additional equity and debt
capital through a combination of retained capital, the issuance
of common shares, debt financing and refinancing, and asset
sales.
Although the Company has made considerable progress during 2009
in implementing the steps to address its objectives of reducing
leverage, improving liquidity and continuing to comply with its
covenants and repay obligations as they become due, certain
transactions may not close as anticipated, or at all and,
therefore, there can be no assurances that the Company will be
able to execute these plans, which could adversely impact the
Company’s operations including its ability to remain
compliant with its covenants and repay the Company’s
obligations as they become due.
Legal
Matters
The Company is a party to various joint ventures with the
Coventry II Fund through which 11 existing or proposed
retail properties, along with a portfolio of former Service
Merchandise locations, were acquired at various times from 2003
through 2006. The properties were acquired by the joint ventures
as value-add investments, with major renovation
and/or
ground-up
development contemplated for many of the properties. The Company
is generally responsible for
day-to-day
management of the retail properties. On November 4, 2009,
Coventry Real Estate Advisors L.L.C., Coventry Real Estate
Fund II, L.L.C. and Coventry Fund II Parallel Fund,
L.L.C. (collectively, “Coventry”) filed suit against
the Company and certain of its affiliates and officers in the
Supreme Court of the State of New York, County of New York. The
complaint alleges that the Company: (i) breached
contractual obligations under a co-investment agreement and
various joint venture limited liability company agreements,
project development agreements and management and leasing
agreements, (ii) breached its fiduciary duties as a member
of various limited liability companies, (iii) fraudulently
induced the plaintiffs to enter into certain agreements and
(iv) made certain material misrepresentations. The
complaint also requests that a general release made by Coventry
in favor of the Company in connection with one of the joint
venture properties should be voided on the grounds of economic
duress. The complaint seeks compensatory and consequential
damages in an amount not less than $500 million as well as
punitive damages. In response, the Company filed a motion to
dismiss the complaint or, in the alternative, to sever the
plaintiffs’ claims. The court has not yet ruled on the
Company’s motion.
The Company believes that the allegations in the lawsuit are
without merit and that it has strong defenses against this
lawsuit. The Company will vigorously defend itself against the
allegations contained in the complaint. This lawsuit is subject
to the uncertainties inherent in the litigation process and,
therefore, no assurance can be given as to its ultimate outcome.
However, based on the information presently available to the
Company, the Company does not expect that the ultimate
resolution of this lawsuit will have a material adverse effect
on the Company’s financial condition, results of operations
or cash flows.
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Table of Contents
On November 18, 2009, the Company filed a complaint in the
Court of Common Pleas, Cuyahoga County, Ohio, seeking, among
other things, a temporary restraining order enjoining Coventry
from terminating “for cause” the management agreements
between the Company and the various joint ventures since the
Company believes that requisite conduct in a
“for-cause” termination (i.e., fraud or willful
misconduct committed by an executive of the Company at the level
of at least senior vice president) did not occur. The court
heard testimony in support of the Company’s motion (and
Coventry’s opposition) and on December 4, 2009 issued
a ruling in the Company’s favor. Specifically, the court
issued a temporary restraining order enjoining Coventry from
terminating the Company as property manager “for
cause.” The court found that the Company was likely to
succeed on the merits, that immediate and irreparable injury,
loss or damage would result to the Company in the absence of
such restraint, and that the balance of equities favored
injunctive relief in the Company’s favor. A trial on the
Company’s request for a permanent injunction currently is
scheduled for April 6, 2010. Due to the inherent
uncertainties of the litigation process, no assurance can be
given as to the ultimate outcome of this action.
The Company is also a party to litigation filed in November 2006
by a tenant in a Company property located in Long Beach,
California. The tenant filed suit against the Company and
certain affiliates, claiming the Company and its affiliates
failed to provide adequate valet parking at the property
pursuant to the terms of the lease with the tenant. After a
six-week trial, the jury returned a verdict in October 2008,
finding the Company liable for compensatory damages in the
amount of approximately $7.8 million. In addition, the
trial court awarded the tenant attorney’s fees and expenses
in the amount of approximately $1.5 million. The Company
filed motions for a new trial and for judgment notwithstanding
the verdict, both of which were denied. The Company strongly
disagrees with the verdict, as well as the denial of the
post-trial motions. As a result, the Company is pursuing an
appeal of the verdict. Included in other liabilities on the
consolidated balance sheet is a provision that represents
management’s best estimate of loss based upon a range of
liability. The Company will continue to monitor the status of
the litigation and revise the estimate of loss as appropriate.
Although the Company believes it has a meritorious basis for
reversing the jury verdict, there can be no assurance that the
Company will be successful in its appeal.
In addition to the litigation discussed above, the Company and
its subsidiaries are subject to various legal proceedings,
which, taken together, are not expected to have a material
adverse effect on the Company. The Company is also subject to a
variety of legal actions for personal injury or property damage
arising in the ordinary course of its business, most of which
are covered by insurance. While the resolution of all matters
cannot be predicted with certainty, management believes that the
final outcome of such legal proceedings and claims will not have
a material adverse effect on the Company’s liquidity,
financial position or results of operations.
Commitments
and Guaranties
In conjunction with the development and expansion of various
shopping centers, the Company has entered into agreements with
general contractors for the construction of shopping centers
aggregating approximately $48.6 million as of
December 31, 2009.
At December 31, 2009, the Company had outstanding letters
of credit of approximately $85.9 million. The Company has
not recorded any obligation associated with these letters of
credit. The majority of the letters of credit are collateral for
existing indebtedness and other obligations of the Company.
In conjunction with certain unconsolidated joint venture
agreements, the Company
and/or
its
equity affiliates have agreed to fund the required capital
associated with approved development projects, composed
principally of outstanding construction contracts aggregating
approximately $4.8 million as of December 31, 2009.
The Company
and/or
its
equity affiliates are entitled to receive a priority return on
these capital advances at rates ranging from 10.5% to 12.0%.
In connection with certain of the Company’s unconsolidated
joint ventures, the Company agreed to fund amounts due to the
joint venture’s lender if such amounts are not paid by the
joint venture based on the Company’s pro rata share of such
amount, aggregating $30.4 million at December 31, 2009.
In connection with Service Holdings, the Company guaranteed the
base rental income from one to three years for various
affiliates of Service Holdings in the aggregate amount of $2.2
million. The Company has not recorded a liability for the
guaranty, as the subtenants of Service Holdings are paying rent
as due. The Company has recourse
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Table of Contents
against the other parties in the partnership in the event of
default. No assets of the Company are currently held as
collateral to pay this guaranty.
As a result of the IRRETI merger, the Company assumed certain
environmental and non-recourse obligations of DDR-SAU Retail
Fund pursuant to eight guaranty and environmental indemnity
agreements. The Company’s guaranty is capped at
$43.1 million in the aggregate, except for certain events,
such as fraud, intentional misrepresentation or misappropriation
of funds.
Related to one of the Company’s developments in Long Beach,
California, the Company guaranteed the payment of any special
taxes levied on the property within the City of Long Beach
Community Facilities District No. 6 and attributable to the
payment of debt service on the bonds for periods prior to the
completion of certain improvements related to this project. In
addition, an affiliate of the Company has agreed to make an
annual payment of approximately $0.6 million to defray a
portion of the operating expenses of a parking garage through
the earlier of October 2032 or the date when the city’s
parking garage bonds are repaid. No assets of the Company are
currently held as collateral related to these obligations. The
Company has not recorded a liability for the guaranty.
The Company has guaranteed certain special assessment and
revenue bonds issued by the Midtown Miami Community Development
District. The bond proceeds were used to finance certain
infrastructure and parking facility improvements. As of
December 31, 2009, the remaining debt service obligation
guaranteed by the Company was $10.1 million. In the event
of a debt service shortfall, the Company is responsible for
satisfying the shortfall. There are no assets held as collateral
or liabilities recorded related to these guaranties. To date,
tax revenues have exceeded the debt service payments for these
bonds.
The Company continually monitors obligations and commitments
entered into on its behalf. There have been no other material
items entered into by the Company since December 31, 2003,
through December 31, 2009, other than as described above.
Leases
The Company is engaged in the operation of shopping centers that
are either owned or, with respect to certain shopping centers,
operated under long-term ground leases that expire at various
dates through 2070, with renewal options. Space in the shopping
centers is leased to tenants pursuant to agreements that provide
for terms ranging generally from one month to 30 years and,
in some cases, for annual rentals subject to upward adjustments
based on operating expense levels, sales volume or contractual
increases as defined in the lease agreements.
The scheduled future minimum rental revenues from rental
properties under the terms of all non-cancelable tenant leases,
assuming no new or renegotiated leases or option extensions for
such premises for the subsequent five years ending
December 31, are as follows for continuing operations (in
thousands):
|
2010
|
$ | 532,112 | ||
|
2011
|
479,323 | |||
|
2012
|
412,644 | |||
|
2013
|
351,849 | |||
|
2014
|
291,067 | |||
|
Thereafter
|
1,206,265 | |||
| $ | 3,273,260 | |||
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Table of Contents
Scheduled minimum rental payments under the terms of all
non-cancelable operating leases in which the Company is the
lessee, principally for office space and ground leases, for the
subsequent five years ending December 31, are as follows
for continuing operations (in thousands):
|
2010
|
$ | 5,098 | ||
|
2011
|
4,981 | |||
|
2012
|
4,884 | |||
|
2013
|
4,446 | |||
|
2014
|
3,975 | |||
|
Thereafter
|
149,548 | |||
| $ | 172,932 | |||
| 12. | Non-Controlling Interests, Redeemable Operating Partnership Units, Preferred Shares, Common Shares, Common Shares in Treasury and Deferred Compensation Obligations |
Equity
The Company’s balance sheet was adjusted as of
December 31, 2008, to reclassify $127.5 million in
non-controlling interests as a component of equity pursuant to
the provisions of the standard
Non-Controlling Interests in
Consolidated Financial Statements
. In addition, paid-in
capital was increased by $79.2 million relating to the
retrospective adoption of the standard
Accounting for
Convertible Debt Instruments that May Be Settled in Cash Upon
Conversion (Including Partial Cash Settlement)
relating to
the allocated value of the equity component of certain of the
Senior Convertible Notes (Note 1).
Transfers
from Non-controlling Interest
| December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Net (loss) income attributable to DDR
|
$ | (356,593 | ) | $ | (71,930 | ) | $ | 264,942 | ||||
|
Purchase of OP Units
|
— | (5,172 | ) | — | ||||||||
|
Change from net (loss) income attributable to DDR and decrease
from the non-controlling interest
|
$ | (356,593 | ) | $ | (77,102 | ) | $ | 264,942 | ||||
Non-Controlling
Interests
Non-controlling interests consist of the following (in millions):
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
MV
|
$ | 22.5 | $ | 70.2 | ||||
|
Shopping centers and development parcels in Arizona, Missouri,
Utah and Wisconsin
|
15.9 | 15.4 | ||||||
|
Consolidated joint venture interests primarily outside the
United States
|
44.8 | 34.5 | ||||||
|
Operating partnership units
|
6.6 | 7.4 | ||||||
| $ | 89.8 | $ | 127.5 | |||||
At December 31, 2009 and 2008, the Company had 369,176
operating partnership units (“OP Units”)
outstanding. These OP Units, issued to different
partnerships, are exchangeable, at the election of the
OP Unit holder, and under certain circumstances at the
option of the Company, into an equivalent number of the
Company’s common shares or for the equivalent amount of
cash. Most of these OP Units have registration rights
agreements equivalent to the number of OP Units held by the
holder if the Company elects to settle in its common shares. The
OP Units are classified on the Company’s balance sheet
either as redeemable operating partnership units or
non-controlling interests.
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Table of Contents
The OP Unit holders are entitled to receive distributions,
per OP Unit, generally equal to the per share distributions
on the Company’s common shares.
In 2008, 0.5 million of OP Units were converted into
an equal number of common shares of the Company. In 2007, the
Company purchased 10,480 OP Units for cash of
$0.7 million. These transactions were treated as a purchase
of a non-controlling interest.
Redeemable
Operating Partnership Units
At December 31, 2009 and 2008, the Company had 29,525
redeemable OP Units outstanding. Redeemable OP Units
are presented at the greater of their carrying amount (at
December 31, 2009 and 2008) or redemption value (at
December 31, 2007) at the end of each reporting period.
Changes in the value from period to period are recorded to paid
in capital in the Company’s consolidated balance sheets.
Below is a table reflecting the activity of the redeemable
OP Units (in thousands):
|
Balance at December 31, 2007
|
$ | 1,163 | ||
|
Net income
|
61 | |||
|
Distributions
|
(61 | ) | ||
|
Adjustment to redeemable operating partnership units
|
(536 | ) | ||
|
Balance at December 31, 2008
|
627 | |||
|
Net income
|
13 | |||
|
Distributions
|
(13 | ) | ||
|
Balance at December 31, 2009
|
$ | 627 | ||
Preferred
Operating Partnership Units
In February 2007, a consolidated subsidiary of the Company
issued to a designee of Wachovia Bank, N.A.
(“Wachovia”) 20 million preferred units (the
“Preferred OP Units”), with a liquidation
preference of $25 per unit, aggregating $500 million,
secured by the net assets of one of the Company’s
consolidated subsidiaries. In accordance with terms of the
agreement, the Preferred OP Units were redeemed at 97.0% of
par in June 2007.
Preferred
Shares
The Company’s preferred shares outstanding at December 31
are as follows (in thousands):
| December 31, | ||||||||
| 2009 | 2008 | |||||||
|
Class G — 8.0% cumulative redeemable preferred
shares, without par value, $250 liquidation value;
750,000 shares authorized; 720,000 shares issued and
outstanding at December 31, 2009 and 2008
|
$ | 180,000 | $ | 180,000 | ||||
|
Class H — 7.375% cumulative redeemable preferred
shares, without par value, $500 liquidation value;
750,000 shares authorized; 410,000 shares issued and
outstanding at December 31, 2009 and 2008
|
205,000 | 205,000 | ||||||
|
Class I — 7.5% cumulative redeemable preferred
shares, without par value, $500 liquidation value;
750,000 shares authorized; 340,000 shares issued and
outstanding at December 31, 2009 and 2008
|
170,000 | 170,000 | ||||||
| $ | 555,000 | $ | 555,000 | |||||
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 per
share and a dividend per share of $0.10750 prorated to the
redemption date). The Company recorded a charge to net income
attributable to DDR common shareholders of $5.4 million
relating to the write-off of the original issuance costs.
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Table of Contents
The Class G depositary shares represent
1
/
10
of a preferred share and have a stated value of $250 per share.
The Class H and I depositary shares represent
1
/
20
of a Class H and Class I preferred share, and have a
stated value of $500 per share. The Class G, Class H
and Class I depositary shares are redeemable by the
Company, except in certain circumstances relating to the
preservation of the Company’s status as a REIT.
The Company’s authorized preferred shares consist of the
following:
| • | 750,000 Class A Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class B Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class C Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class D Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class E Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class F Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class G Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class H Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class I Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class J Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Class K Cumulative Redeemable Preferred Shares, without par value | |
| • | 750,000 Non-Cumulative Preferred Shares, without par value |
Common
Shares
The Company’s common shares have a $0.10 per share par
value. Dividends declared per share of common stock were $0.44,
$2.07 and $2.64 for 2009, 2008 and 2007, respectively.
The Company declared a dividend on March 2, 2009 and
May 28, 2009, on its common shares of $0.20 per share that
was paid in a combination of cash and the Company’s common
shares. The aggregate amount of cash paid to shareholders was
limited to 10% of the total dividend paid. In connection with
the dividends in the first and second quarter of 2009, the
Company issued approximately 8.3 million and
6.1 million common shares, respectively, based on the
volume weighted average trading price of $2.80 and $4.49 per
share, respectively, and paid $2.6 million and
$3.1 million, respectively, in cash. The Company declared
an all-cash dividend of $0.02 per common share in each of the
third and fourth quarters of 2009.
The Company issued common shares through open market sales
through its continuous equity programs for the years ended
December 31, 2009 and 2008, as follows (amounts in millions
except per share):
|
Number of
|
Average Price
|
|||||||||||
| Shares Sold | Per Share | Net Proceeds | ||||||||||
|
2009
|
23.5 | $ | 8.78 | $ | 204.5 | |||||||
|
2008
|
8.3 | $ | 4.92 | $ | 41.9 | |||||||
The Otto
Transaction
On February 23, 2009, the Company entered into a stock
purchase agreement (the “Stock Purchase Agreement”)
with Mr. Alexander Otto (the “Investor”) to issue
and sell 30.0 million common shares for aggregate gross
proceeds of approximately $112.5 million to the Investor
and certain members of the Otto family (collectively with the
Investor, the ‘‘Otto Family”). The Stock Purchase
Agreement also provided for the issuance of warrants to purchase
up to 10.0 million common shares with an exercise price of
$6.00 per share to the Otto Family. No separate consideration
was paid for the warrants. The share issuances, together with
the warrant issuances, are collectively referred to as the
“Otto Transaction.” Under the terms of the Stock
Purchase Agreement, the Company also issued additional common
shares to the Otto Family in an amount equal to any dividend
payable in shares declared by the
F-44
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Company after February 23, 2009 and prior to the applicable
closing. The exercise price of the warrants is also subject to
downward adjustment if the weighted average purchase price of
all additional common shares sold, as defined, from the date of
issuance of the applicable warrant is less than $6.00 per share
(herein, along with the share issuances, referred to as
“Downward Price Protection Provisions”). Each warrant
may be exercised at any time on or after the issuance thereof
for a five-year term.
On April 9, 2009, the Company’s shareholders approved
the sale of the common shares and warrants to the Otto Family in
connection with the Otto Transaction. The transaction was
completed in two closings, May 2009 and September 2009. In May
2009, the Company issued and sold 15.0 million common
shares and warrants to purchase 5.0 million common shares
to the Otto Family for a purchase price of $52.5 million.
The Company also issued an additional 1,071,428 common shares to
the Otto Family as a result of the first quarter 2009 dividend
associated with the initial 15.0 million common shares. In
September 2009, the Company issued and sold 15.0 million
common shares and warrants to purchase 5.0 million common
shares to the Otto Family for a purchase price of
$60.0 million. The Company also issued an additional
1,787,304 common shares to the Otto Family as a result of the
first and second quarter 2009 dividends associated with the
second 15.0 million shares. In total, the Company issued
32,858,732 common shares to the Otto Family.
In December 2006, the Company entered into forward-sale
agreements in anticipation of the merger with IRRETI
(Note 3). In February 2007, the Company settled this
contract and issued an aggregate of 11.6 million of its
common shares for approximately $750 million. In February
2007, the Company issued an additional 5.7 million of its
common shares as part of the consideration to the IRRETI
shareholders.
Equity
Derivative Instruments — Otto Transaction
The Downward Price Protection Provisions described above
resulted in the equity forward commitments and warrants required
to be recorded at fair value as of the shareholder approval date
of April 9, 2009, and
marked-to-market
through earnings as of each balance sheet date thereafter until
exercise or expiration.
These equity instruments were issued as part of the
Company’s overall deleveraging strategy and were not issued
in connection with any speculative trading activity or to
mitigate any market risks.
The table below presents the fair value of the Company’s
equity derivative instruments as well as their classification on
the consolidated balance sheet as follows (in millions):
| December 31, 2009 | ||||||
|
Derivatives not Designated as Hedging Instruments
|
Balance Sheet Location | Fair Value | ||||
|
Warrants
|
Other liabilities | $ | 56.1 | |||
The effect of the Company’s equity derivative instruments
on net loss is as follows (in millions):
|
Year Ended
|
||||||
|
December 31,
|
||||||
| 2009 | ||||||
|
Derivatives not Designated as Hedging Instruments
|
Income Statement Location | Gain (Loss) | ||||
|
Equity forward — issued shares
|
Loss on equity derivative instruments | $ | (152.9 | ) | ||
|
Warrants
|
Loss on equity derivative instruments | (46.9 | ) | |||
| $ | (199.8 | ) | ||||
The loss above for these contracts was derived principally from
the increase of the Company’s stock price from
April 9, 2009, the shareholder approval date, to the market
price on the date of the respective closings, related to the
equity issued, or December 31, 2009, related to the
warrants.
Measurement
of Fair Value — Equity Derivative Instruments Valued
on a Recurring Basis
The valuation of these instruments is determined using a
Bloomberg pricing model. The Company has determined that the
significant inputs used to value its equity forwards fall within
Level 2 of the fair value hierarchy. However, the Company
has determined that the warrants fall within Level 3 of the
fair value hierarchy due to the significance of the volatility
and dividend yield assumptions in the overall valuation. The
Company utilized historical volatility
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assumptions as it believes this better reflects the true
valuation of the instruments. Although the Company considered
using an implied volatility based upon certain short-term
publicly traded options on its common shares, it instead
utilized its historical share price volatility when determining
an estimate of fair value of its five-year warrants. The Company
believes that the historic volatility better represents
long-term future volatility and is more consistent with how an
investor would view the value of these securities. The Company
will continually evaluate its significant assumptions to
determine what it believes provides the most relevant
measurements of fair value at each reporting date.
|
Fair Value Measurement at
|
||||||||||||||||
|
December 31, 2009
|
||||||||||||||||
| (in millions) | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
|
Warrants
|
$ | — | $ | — | $ | 56.1 | $ | 56.1 | ||||||||
The table presented below presents a reconciliation of the
beginning and ending balances of the equity derivative
instruments that are included in other liabilities, as noted
above, having fair value measurements based on significant
unobservable inputs (Level 3).
|
Equity
|
||||
|
Derivative
|
||||
|
Instruments
|
||||
| Liability | ||||
|
Balance of Level 3 at January 1, 2009
|
$ | — | ||
|
Initial Valuation
|
(9.2 | ) | ||
|
Unrealized loss
|
(46.9 | ) | ||
|
Balance of Level 3 at December 31, 2009
|
$ | (56.1 | ) | |
Deferred
Compensation Obligations
Vesting of restricted stock grants approximating
0.2 million, 0.1 million and 0.1 million common
shares in 2009, 2008 and 2007, respectively, was deferred
through the Company’s non-qualified deferred compensation
plans. The Company recorded $6.7 million, $4.3 million
and $6.7 million in 2009, 2008 and 2007, respectively, in
shareholders’ equity as deferred compensation obligations
for the vested restricted stock deferred into the Company’s
non-qualified deferred compensation plans. Also, in accordance
with the transition rules under Section 409A of the
Internal Revenue Code and the change in control that occurred in
September 2009, certain officers and directors elected to have
their deferrals distributed, which resulted in a reduction of
the deferred obligation and a corresponding increase in paid in
capital of approximately $2.8 million.
In 2008, deferred obligations aggregating $14.0 million
were distributed from the Equity Deferred Compensation Plan
(Note 18) to the current Executive Chairman of the
Board of the Company resulting in a reduction of the deferred
obligation and corresponding increase in paid-in capital.
Common
Shares in Treasury
In March 2007, the Company’s Board of Directors authorized
the Company to repurchase 1,878,311 common shares at a cost of
$62.29 per share in connection with the issuance of the 2007
Senior Convertible Notes in 2007 (Note 8). In June 2007,
the Company’s Board of Directors authorized a common share
repurchase program. The Company had repurchased 5.6 million
common shares under this program at a weighted-average cost of
$46.66 per share in 2007.
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Table of Contents
| 13. | Other Revenue |
Other revenue from continuing operations was composed of the
following (in thousands):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Lease termination fees
|
$ | 4,066 | $ | 5,791 | $ | 4,961 | ||||||
|
Acquisition and financing
fees
(A)
|
1,050 | 1,991 | 7,881 | |||||||||
|
Other
|
2,251 | 961 | 853 | |||||||||
|
Total other revenue
|
$ | 7,367 | $ | 8,743 | $ | 13,695 | ||||||
| (A) | The year ended December 31, 2007, included acquisition fees of $6.3 million earned from the formation of the DDRTC Core Retail Fund in February 2007, excluding the Company’s retained ownership interest. The Company’s fees were earned in conjunction with services rendered by the Company in connection with the acquisition of the IRRETI real estate assets. Financing fees are earned in connection with the formation and refinancing of unconsolidated joint ventures, excluding the Company’s retained ownership interest. The Company’s fees are earned in conjunction with the closing and are based upon the amount of the financing transaction by the joint venture. |
| 14. | Impairment Charges and Impairment of Joint Venture Investments |
In 2009 and 2008, due to the continued deterioration of the
U.S. capital markets, the lack of liquidity and the related
impact on the real estate market and retail industry that
accelerated during the fourth quarter of 2008, the Company
determined that certain of its consolidated real estate
investments and unconsolidated joint venture investments were
impaired. As a result, the Company recorded aggregate impairment
charges of approximately $154.7 million and
$79.9 million in 2009 and 2008, respectively, on several
consolidated real estate investments, including operating
shopping centers and land under development. For the years ended
December 31, 2009 and 2008, impairment charges of
$74.1 million and $4.6 million, respectively, are
reflected in discontinued operations (Note 15). Of the
aggregate impairment charges recorded in 2009, approximately
$86.0 million were triggered primarily due to the
Company’s decision to market these assets for sale. The
remaining $68.7 million of impairment charges for the year
ended December 31, 2009, related to 14 assets formerly
occupied by Mervyns, of which the Company’s proportionate
share was $33.6 million after adjusting for the allocation
of the loss to the non-controlling interest in this consolidated
joint venture.
In addition, in 2009 and 2008, as discussed in Note 2, the
Company recorded impairment charges and reserves on several
investments in unconsolidated joint ventures aggregating
$184.6 million and $107.0 million, respectively. The
impairments were recognized because these investments incurred
an “other than temporary impairment.” The
Company’s investments in unconsolidated joint ventures are
considered “financial assets.”
Measurement
of Fair Value
The Company is required to assess the value of both impaired
consolidated and unconsolidated joint venture investments. The
valuation of impaired real estate assets and investments is
determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each
asset as well as the income capitalization approach considering
prevailing market capitalization rates, analysis of recent
comparable sales transactions, actual sales negotiations, and
bona fide purchase offers received from third parties
and/or
consideration of the amount that currently would be required to
replace the asset, as adjusted for obsolescence. In general, the
Company considers multiple valuation techniques when measuring
fair value of an investment. However, in certain circumstances,
a single valuation technique may be appropriate.
For operational real estate assets, the significant assumptions
included the capitalization rate used in the income
capitalization valuation, as well as the projected property net
operating income and hold period. For projects under
development, the significant assumptions included the discount
rate, the timing and the estimated costs for the construction
completion and project stabilization, projected net operating
income and the exit capitalization rate. For investments in
unconsolidated joint ventures, the Company also considered the
valuation of any underlying joint venture debt. These valuation
adjustments were calculated based on market conditions and
assumptions made
F-47
Table of Contents
by management at the time the valuation adjustments were
recorded, which may differ materially from actual results if
market conditions or the underlying assumptions change.
When a loan receivable is considered to be impaired, the amount
of loss is calculated by comparing the recorded investment to
the fair value of the underlying collateral.
Items Measured
at Fair Value on a Non-Recurring Basis
The following table presents information about the
Company’s impairment charges on both financial and
nonfinancial assets that were measured on a fair value basis for
the year ended December 31, 2009, and for financial assets
only for the year ended December 31, 2008 (in millions).
The table also indicates the fair value hierarchy of the
valuation techniques utilized by the Company to determine such
fair value (in millions).
| Fair Value Measurements | ||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Total Impairment Charges | ||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||
|
Long-lived assets held and used
|
$ | — | $ | — | $ | 241.1 | $ | 241.1 | $ | 150.2 | ||||||||||
|
Unconsolidated joint venture investments
|
— | — | 96.6 | 96.6 | 184.6 | |||||||||||||||
|
Assets held for sale
|
— | — | 10.5 | 10.5 | 4.5 | |||||||||||||||
|
December 31, 2008
|
||||||||||||||||||||
|
Unconsolidated joint venture investments
|
4.8 | — | 174.5 | 179.3 | 107.0 | |||||||||||||||
| 15. | Discontinued Operations and Disposition of Real Estate and Real Estate Investments |
Discontinued
Operations
During the year ended December 31, 2009, the Company sold
34 properties that were classified as discontinued operations
for the years ended December 31, 2009, 2008 and 2007,
aggregating 3.9 million square feet of Company-owned GLA.
The Company had two properties considered held for sale at
December 31, 2009. Included in discontinued operations for
the three years ended December 31, 2009, are 123 properties
aggregating 11.4 million square feet of Company-owned GLA.
Of these properties, 122 were previously included in the
shopping center segment, and one of these properties was
previously included in the business center segment
(Note 21). The operations of these properties have been
reflected on a comparative basis as discontinued operations in
the consolidated financial statements for the three years ended
December 31, 2009, included herein.
There were two assets designated as held for sale as of
December 31, 2009. The balance sheet relating to the two
assets held for sale and the operating results relating to
assets sold or designated as assets held for sale at
December 31, 2009, are as follows (in thousands):
|
December 31,
|
||||
| 2009 | ||||
|
Land
|
$ | 8,386 | ||
|
Buildings
|
2,849 | |||
| 11,235 | ||||
|
Less: Accumulated depreciation
|
(782 | ) | ||
|
Total assets held for sale
|
$ | 10,453 | ||
F-48
Table of Contents
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Revenues
|
$ | 24,002 | $ | 61,885 | $ | 88,665 | ||||||
|
Expenses:
|
||||||||||||
|
Operating
|
7,279 | 17,356 | 23,745 | |||||||||
|
Impairment charges
|
74,077 | 4,601 | — | |||||||||
|
Interest, net
|
7,484 | 14,218 | 22,131 | |||||||||
|
Depreciation and amortization
|
6,782 | 17,755 | 27,410 | |||||||||
| 95,622 | 53,930 | 73,286 | ||||||||||
|
(Loss) income from discontinued operations
|
(71,620 | ) | 7,955 | 15,379 | ||||||||
|
(Loss) gain on disposition of real estate, net of tax
|
(24,027 | ) | (4,830 | ) | 12,260 | |||||||
| $ | (95,647 | ) | $ | 3,125 | $ | 27,639 | ||||||
Disposition
of Real Estate and Real Estate Investments
The Company recorded net gains on disposition of real estate and
real estate investments as follows (in millions):
| For the Year Ended December 31 | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Land
sales
(A)
|
$ | 4.8 | $ | 6.2 | $ | 14.0 | ||||||
|
Previously deferred gains on
dispositions
(B)
|
4.3 | 0.8 | 2.8 | |||||||||
|
Transfer of assets to DDR Domestic Retail
Fund I
(C)(D)
|
— | — | 1.8 | |||||||||
|
Transfer of assets to TRT DDR Venture
I
(C)(E)
|
— | — | 50.3 | |||||||||
| $ | 9.1 | $ | 7.0 | $ | 68.9 | |||||||
| (A) | These dispositions did not meet the criteria for discontinued operations, as the land did not have any significant operations prior to disposition. | |
| (B) | These gains and losses are primarily attributable to the subsequent leasing of units related to master lease and other obligations originally established on disposed properties, which are no longer required. The Company did not record a gain on the contribution of three assets in 2007, as these assets were recently acquired through the merger with IRRETI. | |
| (C) | This disposition is not classified as discontinued operations due to the Company’s continuing involvement through its retained ownership interest and management agreements. | |
| (D) | The Company transferred two wholly-owned assets. The Company did not record a gain on the contribution of 54 assets, because these assets were recently acquired through the merger with IRRETI. | |
| (E) | The Company transferred three recently developed assets. |
F-49
Table of Contents
| 16. | Comprehensive (Loss) Income |
Comprehensive (loss) income attributable to DDR is as follows
(in thousands):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Net (loss) income
|
$ | (403,627 | ) | $ | (83,008 | ) | $ | 282,726 | ||||
|
Other comprehensive (loss) income:
|
||||||||||||
|
Change in fair value of interest-rate contracts
|
15,664 | (13,293 | ) | (20,126 | ) | |||||||
|
Amortization of interest-rate contracts
|
(373 | ) | (643 | ) | (1,454 | ) | ||||||
|
Foreign currency translation
|
47,146 | (48,701 | ) | 22,716 | ||||||||
|
Other comprehensive income (loss)
|
62,437 | (62,637 | ) | 1,136 | ||||||||
|
Comprehensive income (loss) attributable to the non-controlling
interests
|
43,995 | 14,901 | (17,706 | ) | ||||||||
|
Total comprehensive (loss) income attributable to DDR
|
$ | (297,195 | ) | $ | (130,744 | ) | $ | 266,156 | ||||
| 17. | Transactions with Related Parties |
In 2009, the Company completed the Otto Transaction
(Note 12). Mr. Otto is currently the Chairman of the
Executive Board of ECE Projektmanagement G.m.b.H. & Co. KG,
or ECE, which is a fully integrated international developer,
owner and manager of shopping centers. In May 2007, DDR and ECE
formed a joint venture to fund investments in new retail
developments to be located in western Russia and Ukraine. DDR
contributed 75% of the equity of the joint venture, and ECE
contributed the remaining 25% of the equity. The Company
consolidates this entity. In addition, two of the Company’s
directors are directors of ECE Projektmanagement International
G.m.b.H., one of the limited partners in the ECE/DDR joint
venture, and one of these directors is also a Managing Director
of ECE Investment International G.m.b.H, an affiliate of ECE.
In April 2009, the Company entered into a $60 million
secured bridge loan with an affiliate of the Otto Family. The
bridge loan was repaid in May 2009 with the proceeds of a
$60 million secured loan also obtained from an affiliate of
the Otto Family, which is included in Mortgage and other secured
indebtedness on the Consolidated Balance Sheets. The loan has an
interest rate of 9%, matures in 2014 and is collateralized by a
shopping center. The Company paid interest of approximately
$3.9 million on these loans for the year ended
December 31, 2009.
In July 2008, the Company purchased a 25.2525% membership
interest in RO & SW Realty (“ROSW”), a
Delaware limited liability company, from Wolstein Business
Enterprises, L.P. (“WBE”), a limited partnership
established for the benefit of the children of Scott A.
Wolstein, the Company’s Executive Chairman of the Board of
Directors, and a 50% membership interest in Central Park Solon,
an Ohio limited liability company (“Central Park”),
from Mr. Wolstein, for $10.0 million. The acquired
interests in both ROSW and Central Park are referred to herein
as the “Membership Interests.” ROSW is a real estate
company that owns 11 properties (the “Properties”).
Central Park is a real estate company that owns the development
rights relating to a large-scale mixed use project in Solon,
Ohio (the “Project”). The Company had identified a
number of development projects located near the Properties as
well as several value-add opportunities relating to the
Properties, including the Project. In October 2008, the Company
assumed Mr. Wolstein’s obligation under a promissory
note that funded the pre-development expenses of the Project.
Mr. Wolstein and his 50% partner, who also holds the
remaining membership interest in each of Central Park and ROSW,
were jointly and severally liable for the obligations under the
promissory note, and they agreed to indemnify each other for 50%
of such obligations. The promissory note was repaid by the
Company in 2009.
The purchase of the Membership Interests by the Company,
including the assumption of the promissory note obligations, was
approved by a special committee of disinterested directors of
the Company who were appointed and authorized by the Nominating
and Corporate Governance Committee of the Company’s Board
of Directors to review and approve the terms of the acquisition
and assumption.
F-50
Table of Contents
The Company accounts for its interest in ROSW and Central Park
under the equity method of accounting and recorded the aggregate
$11.3 million acquisition of the Membership Interests as
Investments in and Advances to Joint Ventures in the
Company’s consolidated balance sheet. In the fourth quarter
of 2008, due to deteriorating market conditions, the Company and
its partner in Central Park decided not to pursue the Project.
As a result, the Company recorded a charge of approximately
$3.2 million, representing a write-off of the purchase
price allocated to the Project and the 50% interest in Central
Park. In addition, it was determined that approximately
$1.9 million of the pre-development costs, assumed upon
acquisition and subsequently incurred, should be written off as
“dead-deal” costs, of which the Company has a 50%
interest.
The Company has a lease for office space owned by
Mr. Wolstein’s mother. General and administrative
rental expense associated with this office space aggregated
$0.5 million for the year ended December 31, 2009, and
$0.6 million for each of the years ended December 31,
2008 and 2007. This office lease expired on December 31,
2009. The Company periodically utilizes a conference center
owned by the trust of Bert Wolstein, deceased founder of the
Company, Mr. Wolstein’s father, and one of the
Company’s principal shareholders, for Company-sponsored
events and meetings. The Company paid $0.2 million in 2008
and 2007 for the use of this facility.
Transactions with the Company’s equity affiliates are
described in Note 2.
| 18. | Benefit Plans |
Stock-Based
Compensation
The Company’s equity-based award plans provide for grants
to Company employees and directors of incentive and
non-qualified options to purchase common shares, rights to
receive the appreciation in value of common shares, awards of
common shares subject to restrictions on transfer, awards of
common shares issuable in the future upon satisfaction of
certain conditions, and rights to purchase common shares and
other awards based on common shares. Under the terms of the
plans, awards available for grant approximated $5.0 million
common shares at December 31, 2009. Options may be granted
at per-share prices not less than fair market value at the date
of grant and must be exercised within the maximum contractual
term of 10 years thereof (or, with respect to incentive
options granted to certain employees, within five years
thereof). Options granted under the plans generally vest over
three years in one-third increments, beginning one year after
the date of grant.
In previous years, the Company granted options to its directors.
Options are no longer granted to the Company’s directors.
Such options were granted at the fair market value on the date
of grant. All of the options granted to the directors are
currently exercisable.
The fair values for stock-based awards granted in 2009, 2008 and
2007 were estimated at the date of grant using the Black-Scholes
option pricing model with the following weighted-average
assumptions:
| For the Year Ended December 31, | ||||||
| 2009 | 2008 | 2007 | ||||
|
Weighted-average fair value of grants
|
$2.21 | $3.39 | $9.76 | |||
|
Risk-free interest rate (range)
|
1.1% - 2.7% | 2.0% - 2.9% | 4.1% - 4.8% | |||
|
Dividend yield (range)
|
8.6% - 24.9% | 6.9% - 9.0% | 4.0% - 4.9% | |||
|
Expected life (range)
|
3 - 6 years | 3 - 5 years | 3 - 5 years | |||
|
Expected volatility (range)
|
58.0% - 93.8% | 22.3% - 36.3% | 19.2% - 20.3% | |||
The risk-free rate was based upon a U.S. Treasury Strip
with a maturity date that approximates the expected term of the
award. The expected life of the award was derived by referring
to actual exercise experience. The expected volatility of the
stock was derived by referring to changes in the Company’s
historical stock prices over a time frame similar to the
expected life of the award.
F-51
Table of Contents
The following table reflects the stock option activity described
above (aggregate intrinsic value in thousands):
|
Weighted-
|
||||||||||||||||||||
|
Average
|
||||||||||||||||||||
|
Weighted-
|
Remaining
|
|||||||||||||||||||
|
Average
|
Contractual
|
Aggregate
|
||||||||||||||||||
| Number of Options |
Exercise
|
Term
|
Intrinsic
|
|||||||||||||||||
| Employees | Directors | Price | (years) | Value | ||||||||||||||||
| (thousands) | ||||||||||||||||||||
|
Balance December 31, 2006
|
1,485 | 42 | $ | 37.28 | ||||||||||||||||
|
Granted
|
341 | — | 65.54 | |||||||||||||||||
|
Exercised
|
(148 | ) | — | 32.22 | ||||||||||||||||
|
Forfeited
|
(25 | ) | — | 47.21 | ||||||||||||||||
|
Balance December 31, 2007
|
1,653 | 42 | $ | 43.37 | ||||||||||||||||
|
Granted
|
665 | — | 37.43 | |||||||||||||||||
|
Exercised
|
(51 | ) | (10 | ) | 27.01 | |||||||||||||||
|
Forfeited
|
(82 | ) | — | 45.31 | ||||||||||||||||
|
Balance December 31, 2008
|
2,185 | 32 | $ | 41.97 | ||||||||||||||||
|
Granted
|
1,415 | — | 6.00 | |||||||||||||||||
|
Exercised
|
(149 | ) | — | 5.83 | ||||||||||||||||
|
Forfeited
|
(121 | ) | (10 | ) | 25.10 | |||||||||||||||
|
Balance December 31, 2009
|
3,330 | 22 | $ | 29.02 | 6.8 | $ | 3,951 | |||||||||||||
|
Options exercisable at December 31,
|
||||||||||||||||||||
|
2009
|
3,329 | 22 | $ | 29.02 | 6.8 | $ | 3,947 | |||||||||||||
|
2008
|
1,268 | 32 | 40.06 | 5.3 | — | |||||||||||||||
|
2007
|
1,003 | 42 | 35.67 | 5.7 | 5,706 | |||||||||||||||
The following table summarizes the characteristics of the
options outstanding at December 31, 2009 (in thousands):
| Options Outstanding | ||||||||||||||||||||
|
Weighted-
|
||||||||||||||||||||
|
Average
|
Options Exercisable | |||||||||||||||||||
|
Outstanding
|
Remaining
|
Weighted-
|
Weighted-
|
|||||||||||||||||
|
Range of
|
as of
|
Contractual Life
|
Average
|
Exercisable as of
|
Average
|
|||||||||||||||
|
Exercise Prices
|
12/31/09 | (years) | Exercise Price | 12/31/09 | Exercise price | |||||||||||||||
|
$0.00-$9.50
|
1,218 | 9.0 | $ | 6.02 | 1,217 | $ | 6.02 | |||||||||||||
|
$9.51-$29.50
|
232 | 2.0 | 22.30 | 232 | 22.30 | |||||||||||||||
|
$29.51-$49.50
|
1,330 | 5.9 | 38.32 | 1,330 | 38.32 | |||||||||||||||
|
$49.51-$69.50
|
572 | 6.2 | 59.05 | 572 | 59.05 | |||||||||||||||
| 3,352 | 6.8 | $ | 29.02 | 3,351 | $ | 29.02 | ||||||||||||||
The following table reflects the activity for unvested stock
option awards for the year ended (in thousands):
|
Weighted-
|
||||||||
|
Average
|
||||||||
|
Grant Date
|
||||||||
| Options | Fair Value | |||||||
|
Unvested at December 31, 2008
|
917 | $ | 5.03 | |||||
|
Granted
|
1,415 | 0.78 | ||||||
|
Vested
|
(2,300 | ) | 2.47 | |||||
|
Forfeited
|
(31 | ) | 1.70 | |||||
|
Unvested at December 31, 2009
|
1 | $ | 2.21 | |||||
F-52
Table of Contents
As of December 31, 2009, total unrecognized stock option
compensation cost of share-based compensation arrangements was
not material.
Exercises
of Employee Stock Options
The total intrinsic value of options exercised for the year
ended December 31, 2009, was approximately
$0.5 million. The total cash received from employees as a
result of employee stock option exercises for the year ended
December 31, 2009, was approximately $0.9 million. The
Company settles employee stock option exercises primarily with
newly issued common shares or with treasury shares, if available.
Restricted
Stock Awards
In 2009, 2008 and 2007, the Board of Directors approved grants
of 2,109,798; 132,394 and 89,172 restricted common shares,
respectively, to certain executives of the Company. The
restricted stock grants vest in equal annual amounts over a
four-year period. Restricted stock awards have the same cash
dividend and voting rights as other common stock and are
considered to be currently issued and outstanding. These grants
have a weighted-average fair value at the date of grant ranging
from $5.08 to $66.75, which was equal to the market value of the
Company’s common shares at the date of grant. In 2009, 2008
and 2007, grants of 111,181; 16,978 and 5,172 common shares,
respectively, were issued as compensation to the Company’s
outside directors. These grants were issued equal to the market
value of the Company’s stock at the date of grant.
The following table reflects the activity for unvested
restricted stock awards for the year ended December 31,
2009 (awards in thousands):
|
Weighted-
|
||||||||
|
Average
|
||||||||
|
Grant Date
|
||||||||
| Awards | Fair Value | |||||||
|
Unvested at December 31, 2008
|
193 | $ | 46.50 | |||||
|
Granted
|
2,110 | 5.34 | ||||||
|
Vested
|
(1,160 | ) | 12.44 | |||||
|
Forfeited
|
— | — | ||||||
|
Unvested at December 31, 2009
|
1,143 | $ | 5.08 | |||||
As of December 31, 2009, total unrecognized compensation of
restricted stock award arrangements granted under the plans was
$5.8 million and expected to be recognized over a
three-year term.
Value
Sharing Equity Program
In July 2009, the Company’s Board of Directors approved and
adopted the Value Sharing Equity Program (the “VSEP”)
and the grant of awards to certain of the Company’s
officers. The VSEP is designed to allow the Company to reward
participants with a portion of “Value Created” (as
described below).
On six specified measurement dates, (July 31, 2010;
January 31, 2011; July 31, 2011; January 31,
2012; July 31, 2012 and December 31, 2012), the
Company will measure the Value Created during the period between
the start of the VSEP and the applicable measurement date. Value
Created is measured as the increase in the Company’s market
capitalization (i.e., the product of the Company’s share
price and the number of shares outstanding as of the measurement
date), as adjusted for any equity issuances or equity
repurchases between the start of the VSEP and the applicable
measurement date.
Each participant was assigned a “percentage share” of
the Value Created. After the first measurement date, each
participant will receive a number of Company shares with an
aggregate value equal to two-sevenths of the participant’s
percentage share of the Value Created. After each of the next
four measurement dates, each participant will receive a number
of Company shares with an aggregate value equal to
three-sevenths, then four-sevenths, then five-sevenths, and then
six-sevenths, respectively, of the participant’s percentage
share of the Value Created. After the final measurement date,
each participant will receive a number of Company shares with an
aggregate value equal to the participant’s full percentage
share of the Value Created. For each measurement date, however,
the
F-53
Table of Contents
number of Company shares awarded to a participant will be
reduced by the number of Company shares previously earned by the
participant as of prior measurement dates. This will keep the
participants from benefiting more than once for increases in the
Company’s share price that occurred during earlier
measurement periods.
The Company shares granted to a participant will then be subject
to an additional time-based vesting period. During this period,
Company shares will generally vest in 20% annual increments
beginning on the date of grant and on each of the first four
anniversaries of the date of grant.
The fair value of the VSEP grants were estimated on the date of
grant using a Monte Carlo approach model based on the following
assumptions:
| Range | ||
|
Risk-free interest rate
|
1.9% | |
|
Dividend yield
|
6.2% | |
|
Expected life
|
3.4 years | |
|
Expected volatility
|
88% |
As of December 31, 2009, $11.4 million of total
unrecognized compensation costs were related to the two market
metric components associated with the awards granted under the
VSEP and expected to be recognized over the seven-year term,
which includes the vesting period.
Performance
Units
The Board of Directors approved a grant of performance units
(“Performance Units”) to the Company’s current
Executive Chairman of the Board (in 2000 and 2002), former
President (in 2002) and current Chief Executive Officer
(“CEO”) and President (in 2002). Pursuant to the
provisions of the Performance Units, through 2006 the
Performance Units were converted to an aggregate 666,666
restricted common shares based on the annualized total
shareholders’ return for the five years then ended. Each of
these restricted share grants vests over a five-year period.
The fair value of each Performance Unit grant was estimated on
the date of grant using a simulation approach based on the
following assumptions:
| Range | ||
|
Risk-free interest rate
|
4.4% - 6.4% | |
|
Dividend yield
|
7.8% - 10.9% | |
|
Expected life
|
10 years | |
|
Expected volatility
|
20% - 23% | |
The following table reflects the activity for the unvested
awards for the year ended December 31, 2009 (in thousands):
| Awards | ||||
|
Unvested at December 31, 2008
|
294 | |||
|
Vested
|
(294 | ) | ||
|
Unvested at December 31, 2009
|
— | |||
Outperformance
Awards
In December 2005 and August 2006, the Company entered into
outperformance long-term incentive plan agreements
(“Outperformance Awards”) with certain executive
officers. The Outperformance Awards provide for awards of the
Company’s common shares, or an equivalent amount in cash,
at the Company’s option, to certain officers of the Company
if stated performance metrics are achieved.
The measurement period for the Company’s current Executive
Chairman of the Board and current CEO and President (the
“Senior Executive Officers”) ended on
December 31, 2007. At the end of this measurement period,
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the Company achieved the FFO Target (a specified level of growth
in the Company’s funds from operations), and the Executive
Compensation Committee of the Board of Directors (the
“Committee”) determined that the Senior Executive
Officers attained a discretionary metric (non-financial
performance criteria established by the Committee) based on
effective development of executives and the successful
transition of management responsibilities and duties following
the former president of the Company’s departure as an
executive officer. The Company, however, did not achieve either
metric (based on a total return to the Company’s
shareholders target (the “TRS Target”) and a total
return to the Company’s shareholders target relative to
that of the total return to shareholders of companies included
in a specified peer group (the “Comparative TRS
Target,” together with the TRS Target, the “TRS
Metrics”). Thus, the Committee granted outperformance
awards that were converted into 107,879 common shares to the
Senior Executive Officers in 2008.
With respect to eight additional executive officers (the
“Officers”), the performance metrics were as follows:
(a) the FFO Target and (b) the TRS Metrics (together
with the FFO Target and the TRS Target, the “Officer
Targets”). The measurement period for the Officer Targets
ended December 31, 2009. At the end of this measurement
period, the Company did not achieve the Officer Targets. As
such, no common shares will be issued in 2010 pursuant to the
Outperformance Awards.
The fair value of each outperformance unit grant for the share
price metrics was estimated on the date of grant using a Monte
Carlo approach model based on the following assumptions:
| Range | ||
|
Risk-free interest rate
|
4.4% - 5.0% | |
|
Dividend yield
|
4.4% - 4.5% | |
|
Expected life
|
3-5 years | |
|
Expected volatility
|
19% - 21% | |
2007
Supplemental Equity Program
In December 2007, the Board of Directors approved the 2007
Supplemental Equity Program (“2007 Program”) for
certain executive officers. The 2007 Program provided for an
award pool payable in common shares, or an equivalent amount in
cash, at the Company’s option, to certain executive
officers of the Company if the actual total return on the common
shares during the relevant measurement period exceeds the
minimum return.
In December 2008, the Committee decided to terminate the 2007
Program because it determined that the program no longer
provided any motivational or retention value, and therefore
would not help achieve the two goals for which it was created.
In connection with the termination of the 2007 Program, as the
Committee and the participants agreed to cancel the awards for
no consideration and the termination was not accompanied by a
concurrent grant of (or offer to grant) replacement awards or
other valuable consideration, the Company recorded a non-cash
charge in 2008 of approximately $15.8 million of previously
unrecognized compensation cost associated with these awards. The
termination was considered a settlement for no consideration. As
a result, in 2008, the Company recorded a charge of
$15.8 million representing the unrecorded compensation
expense based upon the grant date fair value relating to the
remaining four years under the 2007 Program relating to its
termination. This charge is included in general and
administrative expenses in the Company’s consolidated
statement of operations.
Stock-Based
Compensation
In April 2009, the Otto Transaction was approved by the
Company’s shareholders, resulting in a “potential
change in control” under the Company’s equity-based
award plans. In addition, in September 2009, as a result of the
second closing in which the Otto Family acquired beneficial
ownership of more than 20% of the Company’s outstanding
common shares, a “change in control” was deemed to
have occurred under the Company’s equity deferred
compensation plans. In accordance with the equity-based award
plans, all unvested stock options that were not subject to
deferral elections became fully exercisable, all restrictions on
unvested restricted shares lapsed, and, in accordance with the
equity deferred compensation plans, all unvested deferred stock
units vested and were no longer subject to forfeiture. As such,
the Company recorded accelerated non-cash charges of
approximately
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$15.4 million for the year ended December 31, 2009,
related to these equity awards. This charge is included in
general and administrative expenses in the Company’s
consolidated statement of operations.
During 2009, 2008 and 2007, approximately $17.4 million,
$29.0 million and $11.0 million, respectively, was
charged to expense associated with awards under the equity-based
award plans relating to stock grants, restricted stock, VSEP
Plan, Performance Units, Outperformance Awards and 2007
Supplemental Equity Program. In addition, the Company recorded
approximately $0.9 million of stock-based compensation,
related to the former President’s resignation as an
executive officer of the Company, effective May 2007. This
charge is included in general and administrative expenses in the
Company’s consolidated statement of operations.
401(k)
Plan
The Company has a 401(k) defined contribution plan covering
substantially all of the officers and employees of the Company
that permits participants to defer up to a maximum of 50% of
their compensation subject to statutory limits. The Company
matches the participant’s contribution in an amount equal
to 50% of the participant’s elective deferral for the plan
year up to a maximum of 6% of a participant’s base salary
plus annual cash bonus, not to exceed the sum of 3% of the
participant’s base salary plus annual cash bonus. The
Company’s plan allows for the Company to make additional
discretionary contributions. No discretionary contributions have
been made. Employees’ contributions are fully vested, and
the Company’s matching contributions vest 20% per year over
five years. The Company funds all matching contributions with
cash. The Company’s contributions for each of the three
years ended December 31, 2009, 2008 and 2007, were
$1.0 million, $1.0 million and $0.8 million,
respectively. The 401(k) plan is fully funded at
December 31, 2009.
Elective
Deferred Compensation Plan
The Company has a non-qualified elective deferred compensation
plan for certain officers that permits participants to defer up
to 100% of their base salaries and annual performance-based cash
bonuses, less applicable taxes and benefits deductions. The
Company provides a matching contribution to any participant who
has contributed the maximum permitted under the 401(k) plan.
This matching contribution is equal to the difference between
(a) 3% of the sum of the participant’s base salary and
annual performance-based bonus deferred under the 401(k) plan
and the deferred compensation combined and (b) the actual
employer matching contribution under the 401(k) plan. Deferred
compensation related to an employee contribution is charged to
expense and is fully vested. Deferred compensation related to
the Company’s matching contribution is charged to expense
and vests 20% per year. Once an employee has been with the
Company five years, all matching contributions are fully vested.
The Company’s contributions were $0.1 million and
$0.2 million for the years ended December 31, 2008 and
2007, respectively (not material in 2009). At December 31,
2009, 2008 and 2007, deferred compensation under this plan
aggregated approximately $2.4 million, $3.3 million
and $15.6 million, respectively. The plan is fully funded
at December 31, 2009.
Equity
Deferred Compensation Plan
The Company maintains the Developers Diversified Realty
Corporation Equity Deferred Compensation Plan (the
“Plan”), a non-qualified compensation plan for certain
officers and directors of the Company to defer the receipt of
restricted shares (see Note 12 regarding the deferral of
stock to this Plan). At December 31, 2009 and 2008, there
were 0.3 million and 0.2 million common shares,
respectively, of the Company in the Plan valued at
$3.0 million and $1.2 million, respectively. The Plan
is fully funded at December 31, 2009.
Directors’
Deferred Compensation Plan
In 2000, the Company established the Directors’ Deferred
Compensation Plan (the “Directors Plan”), a
non-qualified compensation plan for the directors of the Company
to defer the receipt of quarterly compensation. At
December 31, 2009 and 2008, there were 0.2 million and
0.1 million common shares, respectively, of the Company in
the Plan valued at $1.9 million and $0.6 million,
respectively. The Plan is fully funded at December 31, 2009.
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Table of Contents
| 19. | Earnings and Dividends Per Share |
Effective January 1, 2009, the Company adopted
Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities.
The
Company’s unvested restricted share units contain rights to
receive non-forfeitable dividends, and thus are participating
securities requiring the two-class method of computing EPS.
Under the two-class method, EPS is computed by dividing the sum
of distributed earnings to common shareholders and undistributed
earnings allocated to common shareholders by the weighted
average number of commons shares outstanding for the period. In
applying the two-class method, undistributed earnings are
allocated to both common shares and participating securities
based on the weighted average shares outstanding during the
period. The following table provides a reconciliation of net
(loss) income from continuing operations and the number of
common shares used in the computations of “basic” EPS,
which utilizes the weighted average number of common shares
outstanding without regard to dilutive potential common shares,
and “diluted” EPS, which includes all such shares (in
thousands, except per share amounts):
| For the Year Ended December 31, | ||||||||||||
| Basic and Diluted Earnings | 2009 | 2008 | 2007 | |||||||||
|
(Loss) income from continuing operations
|
$ | (317,107 | ) | $ | (93,095 | ) | $ | 186,237 | ||||
|
Plus: Gain on disposition of real estate and real estate
investments
|
9,127 | 6,962 | 68,851 | |||||||||
|
Less: Loss (income) attributable to non-controlling interests
|
47,034 | 11,078 | (17,784 | ) | ||||||||
|
(Loss) income from continuing operations attributable to DDR
|
(260,946 | ) | (75,055 | ) | 237,304 | |||||||
|
Less: Preferred share dividends
|
(42,269 | ) | (42,269 | ) | (50,934 | ) | ||||||
|
Basic and Diluted — (Loss) income from continuing
operations attributable to DDR common shareholders
|
$ | (303,215 | ) | $ | (117,324 | ) | $ | 186,370 | ||||
|
Less: Earnings attributable to unvested shares and operating
partnership units
|
(259 | ) | (1,211 | ) | (1,730 | ) | ||||||
|
Basic and Diluted — (Loss) income from continuing
operations
|
(303,474 | ) | (118,535 | ) | 184,640 | |||||||
|
Basic earnings per share:
|
||||||||||||
|
Basic — Average shares outstanding
|
||||||||||||
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
$ | (1.91 | ) | $ | (0.99 | ) | $ | 1.53 | ||||
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
(0.60 | ) | 0.03 | 0.23 | ||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (2.51 | ) | $ | (0.96 | ) | $ | 1.76 | ||||
|
Number of Shares
|
||||||||||||
|
Basic — Average shares outstanding
|
158,816 | 119,843 | 120,879 | |||||||||
|
Effect of dilutive securities:
|
||||||||||||
|
Stock options
|
— | — | 456 | |||||||||
|
Diluted — Average shares outstanding
|
158,816 | 119,843 | 121,335 | |||||||||
|
Diluted earnings per share data:
|
||||||||||||
|
(Loss) income from continuing operations attributable to DDR
common shareholders
|
$ | (1.91 | ) | $ | (0.99 | ) | $ | 1.52 | ||||
|
(Loss) income from discontinued operations attributable to DDR
common shareholders
|
(0.60 | ) | 0.03 | 0.23 | ||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (2.51 | ) | $ | (0.96 | ) | $ | 1.75 | ||||
F-57
Table of Contents
| 2009 | 2008 | 2007 | ||||||||||
|
Amounts attributable to DDR’s common shareholders:
|
||||||||||||
|
(Loss) income from continuing operations, net of tax
|
$ | (261,086 | ) | $ | (74,951 | ) | $ | 235,602 | ||||
|
Discontinued operations, net of tax
|
(95,507 | ) | 3,021 | 29,340 | ||||||||
|
Net (loss) income attributable to DDR
|
$ | (356,593 | ) | $ | (71,930 | ) | $ | 264,942 | ||||
|
Preferred dividends
|
42,269 | 42,269 | 50,934 | |||||||||
|
Net (loss) income attributable to DDR common shareholders
|
$ | (398,862 | ) | $ | (114,119 | ) | $ | 214,008 | ||||
Options to purchase 3.4 million, 2.2 million and
1.7 million common shares were outstanding at
December 31, 2009, 2008 and 2007, respectively
(Note 18), a portion of which has been reflected above in
diluted per share amounts using the treasury stock method in
2007. Options aggregating 3.4 million, 2.2 million and
0.6 million common shares, respectively, were considered as
anti-dilutive in the calculations at December 31, 2009,
2008 and 2007. Accordingly, the anti-dilutive options were
excluded from the computations.
Shares subject to issuance under the Company’s VSEP plan
(Note 18) are not considered in the year ended
December 31, 2009, because the shares were considered
anti-dilutive due to the Company’s net loss from continuing
operations. These were not outstanding in 2008 and 2007.
Basic average shares outstanding do not include restricted
shares totaling 1,143,000; 192,984 and 145,980 that were not
vested at December 31, 2009, 2008 and 2007, respectively,
or Performance Units totaling 294,667 and 385,333 that were not
vested at December 31, 2008 and 2007, respectively.
The exchange into common shares associated with OP Units
was not included in the computation of diluted shares
outstanding for 2009, 2008 or 2007 because the effect of
assuming conversion was anti-dilutive (Note 12).
The Company’s two issuances of Senior Convertible Notes,
which are convertible into common shares of the Company with
conversion prices of approximately $74.56 and $64.23 at
December 31, 2009, were not included in the computation of
diluted EPS for 2009, 2008 and 2007, because the Company’s
stock price did not exceed the conversion price of the
conversion feature (Note 8) of the Senior Convertible
Notes in these periods and would therefore be anti-dilutive. In
addition, the purchased option related to the Senior Convertible
Notes will not be included in the computation of diluted EPS as
the purchase option is anti-dilutive.
The Company has excluded from its basic and diluted EPS warrants
to purchase 5.0 million common shares issued in May 2009,
and warrants to purchase 5.0 million common shares issued
in September 2009 because the warrants were considered
anti-dilutive due to the Company’s net loss from continuing
operations. The 15.0 million common shares issued in May
2009 and the 15.0 million common shares issued in September
2009 relating to the Otto Transaction were included in basic and
diluted EPS from the date of issuance (Note 12).
| 20. | Federal Income Taxes |
The Company elected to be treated as a REIT under the Internal
Revenue Code of 1986, as amended, commencing with its taxable
year ended December 31, 1993. To qualify as a REIT, the
Company must meet a number of organizational and operational
requirements, including a requirement that the Company
distribute at least 90% of its taxable income to its
shareholders. It is management’s current intention to
adhere to these requirements and maintain the Company’s
REIT status. As a REIT, the Company generally will not be
subject to corporate level federal income tax on taxable income
it distributes to its shareholders. As the Company distributed
sufficient taxable income for the three years ended
December 31, 2009, no U.S. federal income or excise
taxes were incurred.
If the Company fails to qualify as a REIT in any taxable year,
it will be subject to federal income taxes at regular corporate
rates (including any alternative minimum tax) and may not be
able to qualify as a REIT for the four subsequent taxable years.
Even if the Company qualifies for taxation as a REIT, the
Company may be subject to certain state and local taxes on its
income and property, and to federal income and excise taxes on
its undistributed
F-58
Table of Contents
taxable income. In addition, at December 31, 2009, the
Company has taxable REIT subsidiaries that generate taxable
income from non-REIT activities and is subject to federal, state
and local income taxes.
At December 31, 2009, 2008 and 2007, the tax cost basis of
assets was approximately $9.0 billion, $9.2 billion
and $8.8 billion, respectively.
The following represents the combined activity of the
Company’s taxable REIT subsidiary (“TRS”) (in
thousands):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Book (loss) income before income taxes
|
$ | (19,104 | ) | $ | (11,605 | ) | $ | 47,315 | ||||
|
Components of income tax (benefit) expense are as follows:
|
||||||||||||
|
Current:
|
||||||||||||
|
Federal
|
(1,614 | ) | 1,611 | 1,188 | ||||||||
|
State and local
|
— | 237 | 1,759 | |||||||||
| (1,614 | ) | 1,848 | 2,947 | |||||||||
|
Deferred:
|
||||||||||||
|
Federal
|
(5,810 | ) | (18,747 | ) | (12,962 | ) | ||||||
|
State and local
|
(855 | ) | (2,757 | ) | (1,939 | ) | ||||||
| (6,665 | ) | (21,504 | ) | (14,901 | ) | |||||||
|
Total benefit
|
$ | (8,279 | ) | $ | (19,656 | ) | $ | (11,954 | ) | |||
In order to maintain its REIT status, the Company must meet
certain income tests to ensure that its gross income consists of
passive income and not income from the active conduct of a trade
or business. The Company utilizes its Taxable REIT Subsidiary to
the extent certain fee and other miscellaneous non-real
estate-related income cannot be earned by the REIT. During the
third quarter of 2008, the Company began recognizing certain fee
and miscellaneous other non-real estate-related income within
its TRS.
Management regularly assesses established reserves and adjusts
these reserves when facts and circumstances indicate that a
change in estimate is necessary. During 2008, the Company
recognized a $16.7 million income tax benefit.
Approximately $15.6 million of this amount related to the
release of valuation allowances associated with deferred tax
assets that were established in prior years. These valuation
allowances were previously established due to the uncertainty
that the deferred tax assets would be utilizable. Based on the
Company’s evaluation of the facts and circumstances, the
Company determined during the third quarter of 2008 that the
valuation allowance should be released, as it was
more-likely-than-not that the deferred tax assets would be
utilized in future years. This determination was based upon the
increase in fee and miscellaneous other non-real estate-related
income that is projected to be recognized and other tax actions
within the Company’s TRS. As of December 31, 2009 and
2008, the Company had no valuation allowances recorded against
its deferred tax assets.
In 2007, the Company recognized an aggregate income tax benefit
of approximately $14.6 million. In the first quarter, the
Company recognized $15.4 million of the benefit as a result
of the reversal of a previously established valuation allowance
against deferred tax assets. The reserves were related to
deferred tax assets established in prior years, at which time it
was determined that it was more likely than not that the
deferred tax asset would not be realized and, therefore, a
valuation allowance was required. Several factors were
considered in the first quarter of 2007 that contributed to the
reversal of the valuation allowance. The most significant factor
was the sale of merchant build assets by the Company’s
taxable REIT subsidiary in the second quarter of 2007 and
similar projected taxable gains for future periods. Other
factors included the merger of various taxable REIT subsidiaries
and the anticipated profit levels of the Company’s taxable
REIT subsidiaries, which will facilitate the realization of the
deferred tax assets.
At December 31, 2009, the Company has recorded net deferred
tax assets of $51.9 million reflecting the benefit of $19.7
million in loss carryforwards, which expire in varying amounts
between the years 2022-2029. Realization is dependent on
generating sufficient income prior to expiration of the loss
carryforwards. Although realization is not assured, management
believes it is more likely than not that all of the deferred tax
asset will be
F-59
Table of Contents
realized and will continue to execute various tax actions as
needed including but not limited to the transfer of management
contracts into the taxable REIT subsidiaries. The amount of the
deferred tax asset considered realizable, however, could be
reduced in the near term if estimates of future income during
the carryforward period are reduced. Based upon these factors,
management determined that it is more likely than not that the
deferred tax assets will be realized in the future and,
accordingly, the valuation allowance recorded against those
deferred tax assets is no longer required.
The differences between total income tax expense or benefit and
the amount computed by applying the statutory federal income tax
rate to income before taxes were as follows (in thousands):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Statutory rate of 34% applied to pre-tax (loss) income
|
$ | (6,495 | ) | $ | (3,946 | ) | $ | 16,087 | ||||
|
Effect of state and local income taxes, net of federal tax
benefit
|
(955 | ) | (580 | ) | 2,366 | |||||||
|
Valuation allowance decrease
|
— | (17,410 | ) | (22,180 | ) | |||||||
|
Other
|
(829 | ) | 2,280 | (8,227 | ) | |||||||
|
Total benefit
|
$ | (8,279 | ) | $ | (19,656 | ) | $ | (11,954 | ) | |||
|
Effective tax rate
|
43.34 | % | 169.37 | % (A) | (25.27 | )% | ||||||
| (A) | The 2008 effective tax rate includes the discrete impact from the release of the valuation allowance in the third quarter 2008. Without this discrete impact, the effective tax rate is approximately 33.97%. |
Deferred tax assets and liabilities of the Company’s TRS
were as follows (in thousands):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Deferred tax
assets
(1)
|
$ | 52,671 | $ | 45,960 | $ | 41,825 | ||||||
|
Deferred tax liabilities
|
(775 | ) | (729 | ) | (688 | ) | ||||||
|
Valuation
allowance
(1)
|
— | — | (17,410 | ) | ||||||||
|
Net deferred tax asset
|
$ | 51,896 | $ | 45,231 | $ | 23,727 | ||||||
| (1) | The majority of the deferred tax assets and valuation allowance is attributable to net operating loss carryforward, interest expense, subject to limitations, and basis differentials in assets due to purchase price accounting. |
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Table of Contents
Reconciliation of GAAP net (loss) income attributable to DDR to
taxable income is as follows (in thousands):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
GAAP net (loss) income attributable to DDR
|
$ | (356,593 | ) | $ | (71,930 | ) | $ | 264,942 | ||||
|
Plus: Book depreciation and
amortization
(A)
|
221,119 | 179,015 | 112,202 | |||||||||
|
Less: Tax depreciation and
amortization
(A)
|
(171,684 | ) | (147,606 | ) | (99,894 | ) | ||||||
|
Book/tax differences on gains/losses from capital
transactions
(B)
|
(131,909 | ) | 1,598 | 12,384 | ||||||||
|
Joint venture equity in earnings,
net
(A)
|
60,206 | 68,856 | (4,321 | ) | ||||||||
|
Dividends from subsidiary REIT investments
|
2,833 | 3,640 | 32,281 | |||||||||
|
Deferred income
|
(2,734 | ) | 13,212 | 9,471 | ||||||||
|
Compensation expense
|
19,122 | 6,892 | 8,818 | |||||||||
|
Impairment charges
|
274,903 | 186,821 | — | |||||||||
|
Otto shares and warrant valuation
|
199,797 | — | — | |||||||||
|
Convertible debt interest expense
|
12,238 | 14,154 | 11,105 | |||||||||
|
Miscellaneous book/tax differences, net
|
(24,838 | ) | (2,923 | ) | (20,950 | ) | ||||||
|
Taxable income before adjustments
|
102,460 | 251,729 | 326,038 | |||||||||
|
Less: Capital gains
|
— | (1,388 | ) | (116,108 | ) | |||||||
|
Taxable income subject to the 90% dividend requirement
|
$ | 102,460 | $ | 250,341 | $ | 209,930 | ||||||
| (A) | Depreciation expense from majority-owned subsidiaries and affiliates, which are consolidated for financial reporting purposes but not for tax reporting purposes, is included in the reconciliation item “Joint venture equity in earnings, net.” | |
| (B) | Includes the tax deferral of gains recognized from the repurchase of debt. |
Reconciliation between cash dividends paid and the dividends
paid deduction is as follows (in thousands):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Dividends
paid
(A)
|
$ | 102,460 | $ | 366,049 | $ | 353,094 | ||||||
|
Less: Dividends designated to prior year
|
(6,967 | ) | (6,967 | ) | (6,967 | ) | ||||||
|
Plus: Dividends designated from the following year
|
6,967 | 6,967 | 6,967 | |||||||||
|
Less: Portion designated capital gain distribution
|
— | (1,388 | ) | (116,108 | ) | |||||||
|
Less: Return of capital
|
— | (114,320 | ) | (27,056 | ) | |||||||
|
Dividends paid deduction
|
$ | 102,460 | $ | 250,341 | $ | 209,930 | ||||||
| (A) | Dividends paid in 2009 in a combination of cash and the Company’s common shares (Note 12) under IRS Revenue Procedure 2009-15. |
Characterization of distributions is as follows (per share):
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Ordinary income
|
$ | 0.4200 | $ | 1.7563 | $ | 1.5089 | ||||||
|
Capital gains
|
0.0000 | 0.0098 | 0.8345 | |||||||||
|
Return of capital
|
0.0000 | 0.9639 | 0.2266 | |||||||||
| $ | 0.4200 | $ | 2.7300 | $ | 2.5700 | |||||||
F-61
Table of Contents
The fourth quarter dividends for each of the years ended
December 31, 2009 and 2007, have been allocated and
reported to shareholders in the subsequent year. Dividends per
share reported to shareholders for the years ended
December 31, 2009, 2008 and 2007, are summarized as follows:
|
Gross
|
||||||||||||||||||||
|
2009
|
Date
|
Ordinary
|
Capital Gain
|
Return of
|
Total
|
|||||||||||||||
|
Dividends
|
Paid | Income | Distributions | Capital | Dividends | |||||||||||||||
|
1st quarter
|
04/21/09 | $ | 0.2000 | — | — | $ | 0.2000 | |||||||||||||
|
2nd quarter
|
07/21/09 | $ | 0.2000 | — | — | 0.2000 | ||||||||||||||
|
3rd quarter
|
10/15/09 | $ | 0.0200 | — | — | 0.0200 | ||||||||||||||
|
4th quarter
|
01/06/10 | — | — | — | — | |||||||||||||||
| $ | 0.4200 | — | — | $ | 0.4200 | |||||||||||||||
|
Gross
|
||||||||||||||||||||
|
2008
|
Date
|
Ordinary
|
Capital Gain
|
Return of
|
Total
|
|||||||||||||||
|
Dividends
|
Paid | Income | Distributions | Capital | Dividends | |||||||||||||||
|
4th quarter 2007
|
01/08/08 | $ | 0.4246 | $ | 0.0023 | $ | 0.2331 | $ | 0.6600 | |||||||||||
|
1st quarter
|
04/08/08 | 0.4439 | 0.0025 | 0.2436 | 0.6900 | |||||||||||||||
|
2nd quarter
|
07/08/08 | 0.4439 | 0.0025 | 0.2436 | 0.6900 | |||||||||||||||
|
3rd quarter
|
10/07/08 | 0.4439 | 0.0025 | 0.2436 | 0.6900 | |||||||||||||||
| $ | 1.7563 | $ | 0.0098 | $ | 0.9639 | $ | 2.7300 | |||||||||||||
|
Gross
|
||||||||||||||||||||
|
2007
|
Date
|
Ordinary
|
Capital Gain
|
Return of
|
Total
|
|||||||||||||||
|
Dividends
|
Paid | Income | Distributions | Capital | Dividends | |||||||||||||||
|
4th quarter 2006
|
01/08/07 | $ | 0.3464 | $ | 0.1916 | $ | 0.0520 | $ | 0.5900 | |||||||||||
|
1st quarter
|
04/09/07 | 0.3875 | 0.2143 | 0.0582 | 0.6600 | |||||||||||||||
|
2nd quarter
|
07/03/07 | 0.3875 | 0.2143 | 0.0582 | 0.6600 | |||||||||||||||
|
3rd quarter
|
10/02/07 | 0.3875 | 0.2143 | 0.0582 | 0.6600 | |||||||||||||||
|
4th quarter
|
01/08/08 | — | — | — | — | |||||||||||||||
| $ | 1.5089 | $ | 0.8345 | $ | 0.2266 | $ | 2.5700 | |||||||||||||
The Company did not pay a dividend in the fourth quarter of 2008.
| 21. | Segment Information |
The Company had two reportable business segments, shopping
centers and other investments. Each shopping center is
considered a separate operating segment, and follows the
accounting policies described in Note 1; however, each
shopping center on a stand-alone basis represents less than 10%
of the revenues, profit or loss, and assets of the combined
reported operating segment and meets the majority of the
aggregation criteria under the applicable standard. The
following table summarizes the Company’s shopping and
business centers:
| December 31 | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Shopping centers owned
|
618 | 702 | 710 | |||||||||
|
Unconsolidated joint ventures
|
274 | 329 | 317 | |||||||||
|
Consolidated joint ventures
|
34 | 40 | 40 | |||||||||
|
States
(A)
|
44 | 45 | 45 | |||||||||
|
Business centers
|
6 | 6 | 7 | |||||||||
|
States
|
4 | 4 | 5 | |||||||||
| (A) | Includes Puerto Rico and Brazil. |
F-62
Table of Contents
The table below presents information about the Company’s
reportable segments for the years ended December 31, 2009,
2008 and 2007, reflecting the impact of discontinued operations
(Note 15) (in thousands):
| 2009 | ||||||||||||||||
|
Other
|
Shopping
|
|||||||||||||||
| Investments | Centers | Other | Total | |||||||||||||
|
Total revenues
|
$ | 5,478 | $ | 813,829 | $ | 819,307 | ||||||||||
|
Operating
expenses
(A)
|
(2,425 | ) | (332,685 | ) | (335,110 | ) | ||||||||||
|
Net operating income
|
3,053 | 481,144 | 484,197 | |||||||||||||
|
Unallocated
expenses
(B)
|
$ | (606,987 | ) | (606,987 | ) | |||||||||||
|
Equity in net loss of joint ventures and impairment of joint
venture
interests
(C)
|
(194,317 | ) | (194,317 | ) | ||||||||||||
|
Loss from continuing operations
|
$ | (317,107 | ) | |||||||||||||
|
Total real estate assets
|
$ | 49,637 | $ | 8,773,300 | $ | 8,822,937 | ||||||||||
| 2008 | ||||||||||||||||
|
Other
|
Shopping
|
|||||||||||||||
| Investments | Centers | Other | Total | |||||||||||||
|
Total revenues
|
$ | 6,060 | $ | 875,708 | $ | 881,768 | ||||||||||
|
Operating
expenses
(A)
|
(2,036 | ) | (317,046 | ) | (319,082 | ) | ||||||||||
|
Net operating income
|
4,024 | 558,662 | 562,686 | |||||||||||||
|
Unallocated
expenses
(B)
|
$ | (566,543 | ) | (566,543 | ) | |||||||||||
|
Equity in net loss of joint ventures and impairment of joint
venture
interests
(C)
|
(89,238 | ) | (89,238 | ) | ||||||||||||
|
Loss from continuing operations
|
$ | (93,095 | ) | |||||||||||||
|
Total real estate assets
|
$ | 49,707 | $ | 9,059,859 | $ | 9,109,566 | ||||||||||
| 2007 | ||||||||||||||||
|
Other
|
Shopping
|
|||||||||||||||
| Investments | Centers | Other | Total | |||||||||||||
|
Total revenues
|
$ | 5,198 | $ | 879,827 | $ | 885,025 | ||||||||||
|
Operating expenses
|
(2,077 | ) | (224,769 | ) | (226,846 | ) | ||||||||||
|
Net operating income
|
3,121 | 665,058 | 658,179 | |||||||||||||
|
Unallocated
expenses
(B)
|
$ | (515,171 | ) | (515,171 | ) | |||||||||||
|
Equity in net income of joint ventures and impairment of joint
venture interests
|
43,229 | 43,229 | ||||||||||||||
|
Income from continuing operations
|
$ | 186,237 | ||||||||||||||
|
Total real estate assets
|
$ | 101,989 | $ | 8,883,760 | $ | 8,985,749 | ||||||||||
| (A) | Includes impairment charges of $80.6 million and $75.3 million for the years ended December 31, 2009 and 2008, respectively. | |
| (B) | Unallocated expenses consist of general and administrative, interest income, interest expense, other income/expense, tax benefit/expense and depreciation and amortization as listed in the consolidated statements of operations. | |
| (C) | Includes impairment charges $184.6 million and $107.0 million of joint venture investments for the years ended December 31, 2009 and 2008, respectively. |
F-63
Table of Contents
| 22. | Subsequent Events |
In February 2010, the Company issued 42.9 million common
shares in an underwritten offering. Net proceeds from the sale
of the common shares of approximately $338.1 million were
utilized to repay debt.
In January and February 2010, the Company used its continuous
equity program to sell approximately 5.0 million common
shares generating an additional $46.1 million in net
proceeds, which were also used to repay debt.
In February 2010, the Company announced the commencement of a
cash tender offer for any and all of its outstanding
5.00% Senior Notes due 2010, any and all of its outstanding
4.625% Senior Notes due 2010 and any and all of its
outstanding 5.25% Senior Notes due 2011.
| 23. | Quarterly Results of Operations (Unaudited) |
The following table sets forth the quarterly results of
operations, as restated for discontinued operations, for the
years ended December 31, 2009 and 2008 (in thousands,
except per share amounts):
| First | Second | Third | Fourth | Total | ||||||||||||||||
|
2009
|
||||||||||||||||||||
|
Revenues
|
$ | 209,427 | $ | 199,544 | $ | 200,816 | $ | 209,520 | $ | 819,307 | ||||||||||
|
Net income (loss) attributable to DDR
|
87,401 | (226,585 | ) | (137,846 | ) | (79,563 | ) (A) | (356,593 | ) | |||||||||||
|
Net income (loss) attributable to DDR common shareholders
|
76,834 | (237,152 | ) | (148,413 | ) | (90,131 | ) (A) | (398,862 | ) | |||||||||||
|
Basic:
|
||||||||||||||||||||
|
Net income (loss) per common share attributable to DDR common
shareholders
|
$ | 0.59 | $ | (1.64 | ) | $ | (0.90 | ) | $ | (0.46 | ) | $ | (2.51 | ) | ||||||
|
Weighted average number of shares
|
128,485 | 144,227 | 165,073 | 196,399 | 158,816 | |||||||||||||||
|
Diluted:
|
||||||||||||||||||||
|
Net income (loss) per common share attributable to DDR common
shareholders
|
$ | 0.59 | $ | (1.64 | ) | $ | (0.90 | ) | $ | (0.46 | ) | $ | (2.51 | ) | ||||||
|
Weighted average number of shares
|
129,684 | 144,227 | 165,073 | 196,399 | 158,816 | |||||||||||||||
|
2008 (as adjusted)
|
||||||||||||||||||||
|
Revenues
|
$ | 224,836 | $ | 217,732 | $ | 220,677 | $ | 218,523 | $ | 881,768 | ||||||||||
|
Net income (loss) attributable to DDR
|
40,160 | 36,663 | 35,250 | (184,003 | ) (A) | (71,930 | ) | |||||||||||||
|
Net income (loss) attributable to DDR common shareholders
|
29,593 | 26,096 | 24,682 | (194,570 | ) (A) | (114,199 | ) | |||||||||||||
|
Basic:
|
||||||||||||||||||||
|
Net income (loss) per common share attributable to DDR common
shareholders
|
$ | 0.25 | $ | 0.22 | $ | 0.20 | $ | (1.61 | ) | $ | (0.96 | ) | ||||||||
|
Weighted average number of shares
|
119,148 | 119,390 | 119,795 | 121,019 | 119,843 | |||||||||||||||
|
Diluted:
|
||||||||||||||||||||
|
Net income (loss) per common share attributable to DDR common
shareholders
|
$ | 0.24 | $ | 0.21 | $ | 0.20 | $ | (1.61 | ) | $ | (0.96 | ) | ||||||||
|
Weighted average number of shares
|
119,300 | 119,561 | 119,882 | 121,019 | 119,843 | |||||||||||||||
| (A) | Includes impairment charges of $92.1 million and $186.8 million for the three-months ended December 31, 2009 and 2008, respectively. |
F-64
Table of Contents
SCHEDULE II
DEVELOPERS
DIVERSIFIED REALTY CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the years ended December 31, 2009, 2008 and 2007
(in thousands)
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the years ended December 31, 2009, 2008 and 2007
(in thousands)
|
Balance at
|
Charged to
|
|||||||||||||||
|
Beginning of
|
(Income)
|
Balance at
|
||||||||||||||
| Year | Expense | Deductions | End of Year | |||||||||||||
|
Year ended December 31, 2009
|
||||||||||||||||
|
Allowance for uncollectible accounts
|
$ | 39,008 | $ | 21,218 | (A) | $ | 16,463 | $ | 43,763 | |||||||
|
Year ended December 31, 2008
|
||||||||||||||||
|
Allowance for uncollectible accounts
|
$ | 34,163 | $ | 24,343 | (A) | $ | 19,498 | $ | 39,008 | |||||||
|
Valuation allowance for a deferred tax asset
|
$ | 17,410 | $ | (17,410 | ) | $ | — | $ | — | |||||||
|
Year ended December 31, 2007
|
||||||||||||||||
|
Allowance for uncollectible accounts
|
$ | 18,024 | $ | 9,133 | $ | (7,006 | ) (B) | $ | 34,163 | |||||||
|
Valuation allowance for a deferred tax asset
|
$ | 36,037 | $ | (22,180 | ) | $ | (3,553 | ) | $ | 17,410 | ||||||
| (A) | Includes loan loss reserves of approximately $5.4 million for each of the years ended December 31, 2009 and 2008. This amount excludes the impairment charge of $66.9 million on the Bloomfield Loan. | |
| (B) | Includes reserves associated with the IRRETI merger. |
F-65
Table of Contents
Developers Diversified Realty Corporation
Real Estate and Accumulated Depreciation
December 31, 2009
(In thousands)
Real Estate and Accumulated Depreciation
December 31, 2009
(In thousands)
|
Total
|
Date
|
|||||||||||||||||||||||||||||||||||||||||||
|
Cost,
|
of
|
|||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Brandon, FL
|
$ | 0 | $ | 4,111 | $ | 0 | $ | 0 | $ | 6,365 | $ | 6,365 | $ | 5,013 | $ | 1,352 | $ | 0 | S/L 30.0 | 1972 (C) | ||||||||||||||||||||||||
|
Stow, OH
|
1,036 | 9,028 | 0 | 993 | 34,357 | 35,350 | 11,570 | 23,780 | 0 | S/L 30.0 | 1969 (C) | |||||||||||||||||||||||||||||||||
|
Westlake, OH
|
424 | 3,803 | 203 | 424 | 10,045 | 10,469 | 5,767 | 4,702 | 0 | S/L30.0 | 1974 (C) | |||||||||||||||||||||||||||||||||
|
E. Norrition, PA
|
80 | 4,698 | 233 | 70 | 8,759 | 8,829 | 6,369 | 2,460 | 0 | S/L 30.0 | 1975 (C) | |||||||||||||||||||||||||||||||||
|
Palm Harbor, FL
|
1,137 | 4,089 | 0 | 1,137 | 4,161 | 5,298 | 1,977 | 3,321 | 0 | S/L 31.5 | 1995(A) | |||||||||||||||||||||||||||||||||
|
Tarpon Springs, FL
|
248 | 7,382 | 81 | 244 | 11,812 | 12,056 | 9,217 | 2,839 | 0 | S/L 30.0 | 1974 (C) | |||||||||||||||||||||||||||||||||
|
Bayonet Pt., FL
|
2,113 | 8,181 | 128 | 1,806 | 11,636 | 13,442 | 7,639 | 5,803 | 0 | S/L 30.0 | 1985 (C) | |||||||||||||||||||||||||||||||||
|
McHenry, IL
|
963 | 3,949 | 0 | 10,936 | 41,493 | 52,429 | 3,212 | 49,217 | 0 | S/L 31.5 | 2006 (C) | |||||||||||||||||||||||||||||||||
|
Miami, FL
|
11,626 | 30,457 | 0 | 26,743 | 92,318 | 119,061 | 7,535 | 111,526 | 0 | S/L 31.5 | 2006 (C) | |||||||||||||||||||||||||||||||||
|
San Antonio, TX (Village)
|
3,370 | 21,033 | 0 | 2,505 | 25,874 | 28,379 | 1,636 | 26,743 | 0 | S/L 31.5 | 2007 (C) | |||||||||||||||||||||||||||||||||
|
Starkville, MS
|
1,271 | 8,209 | 0 | 703 | 6,684 | 7,387 | 2,893 | 4,494 | 0 | S/L 31.5 | 1994(A) | |||||||||||||||||||||||||||||||||
|
Gulfport, MS
|
8,795 | 36,370 | 0 | 0 | 50,257 | 50,257 | 10,702 | 39,555 | 26,320 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Tupelo, MS
|
2,282 | 14,979 | 0 | 2,213 | 17,552 | 19,765 | 8,029 | 11,736 | 0 | S/L 31.5 | 1994(A) | |||||||||||||||||||||||||||||||||
|
Jacksonville, FL
|
3,005 | 9,425 | 0 | 3,028 | 10,027 | 13,055 | 4,735 | 8,320 | 0 | S/L 31.5 | 1995(A) | |||||||||||||||||||||||||||||||||
|
Long Beach, CA (Pike)
|
0 | 111,512 | 0 | 0 | 138,113 | 138,113 | 23,599 | 114,514 | 0 | S/L 31.5 | 2005 (C) | |||||||||||||||||||||||||||||||||
|
Brunswick, MA
|
3,836 | 15,459 | 0 | 3,796 | 19,489 | 23,285 | 7,564 | 15,721 | 0 | S/L 30.0 | 1973 (C) | |||||||||||||||||||||||||||||||||
|
Oceanside, CA
|
0 | 10,643 | 0 | 0 | 14,447 | 14,447 | 4,068 | 10,379 | 0 | S/L 31.5 | 2000 (C) | |||||||||||||||||||||||||||||||||
|
Reno, NV
|
0 | 366 | 0 | 1,132 | 4,699 | 5,831 | 774 | 5,057 | 3,169 | S/L 31.5 | 2000 (C) | |||||||||||||||||||||||||||||||||
|
Everett, MA
|
9,311 | 44,647 | 0 | 9,462 | 51,069 | 60,531 | 13,370 | 47,161 | 0 | S/L 31.5 | 2001 (C) | |||||||||||||||||||||||||||||||||
|
Pasadena, CA
|
47,215 | 101,475 | 2,053 | 47,360 | 105,776 | 153,136 | 14,248 | 138,888 | 79,100 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Salisbury, MD
|
2,070 | 12,495 | 278 | 2,071 | 13,018 | 15,089 | 3,622 | 11,467 | 9,341 | S/L 31.5 | 1999 (C) | |||||||||||||||||||||||||||||||||
|
Atlanta, GA
|
475 | 9,374 | 0 | 475 | 10,345 | 10,820 | 5,156 | 5,664 | 0 | S/L 31.5 | 1994(A) | |||||||||||||||||||||||||||||||||
|
Jackson, MS
|
4,190 | 6,783 | 0 | 4,190 | 6,854 | 11,044 | 1,584 | 9,460 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Freehold, NJ
|
2,460 | 2,475 | 0 | 2,460 | 2,486 | 4,946 | 112 | 4,834 | 0 | S/L 31.5 | 1994(A) | |||||||||||||||||||||||||||||||||
|
Opelika, AL
|
3,183 | 11,666 | 0 | 2,415 | 8,567 | 10,982 | 4,824 | 6,158 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Scottsboro, AL
|
788 | 2,781 | 0 | 788 | 2,920 | 3,708 | 652 | 3,056 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Gulf Breeze, FL
|
2,485 | 2,214 | 0 | 2,485 | 2,224 | 4,709 | 520 | 4,189 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Apex, NC (South)
|
9,576 | 43,619 | 0 | 10,521 | 53,200 | 63,721 | 5,219 | 58,502 | 0 | S/L 31.5 | 2006 (C) | |||||||||||||||||||||||||||||||||
|
Ocala, FL
|
1,916 | 3,893 | 0 | 1,916 | 5,990 | 7,906 | 1,143 | 6,763 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Tallahassee, FL
|
1,881 | 2,956 | 0 | 1,881 | 7,111 | 8,992 | 1,256 | 7,736 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Chamblee, GA
|
5,862 | 5,971 | 0 | 5,862 | 6,343 | 12,205 | 1,594 | 10,611 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Cumming, GA (Marketplace)
|
14,255 | 23,653 | 0 | 14,249 | 24,006 | 38,255 | 5,460 | 32,795 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Douglasville, GA
|
3,856 | 9,625 | 0 | 3,540 | 9,723 | 13,263 | 2,265 | 10,998 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
F-66
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Athens, GA
|
1,649 | 2,084 | 0 | 1,477 | 2,160 | 3,637 | 496 | 3,141 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Griffin, GA
|
138 | 2,638 | 0 | 138 | 2,693 | 2,831 | 600 | 2,231 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Columbus, GA
|
4,220 | 8,159 | 0 | 4,220 | 8,293 | 12,513 | 1,904 | 10,609 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Newnan, GA
|
2,632 | 11,063 | 0 | 2,620 | 11,531 | 14,151 | 2,572 | 11,579 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Union City, GA
|
2,288 | 6,246 | 0 | 2,288 | 7,149 | 9,437 | 1,852 | 7,585 | 0 | S/L 31.5 | 2003(A) | |||||||||||||||||||||||||||||||||
|
Warner Robins, GA
|
5,977 | 7,459 | 0 | 5,729 | 7,621 | 13,350 | 1,782 | 11,568 | 7,277 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Woodstock, GA
|
2,022 | 8,440 | 0 | 1,486 | 2,657 | 4,143 | 1,711 | 2,432 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Fayetteville, NC
|
8,524 | 10,627 | 0 | 8,524 | 14,374 | 22,898 | 2,726 | 20,172 | 10,631 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Charleston, SC
|
3,479 | 9,850 | 0 | 3,479 | 10,040 | 13,519 | 6,648 | 6,871 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Denver, CO (University)
|
20,733 | 22,818 | 0 | 20,804 | 23,665 | 44,469 | 5,478 | 38,991 | 25,846 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Chattanooga, TN
|
1,845 | 13,214 | 0 | 1,845 | 16,260 | 18,105 | 3,771 | 14,334 | 10,657 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Hendersonville, TN
|
3,743 | 9,268 | 0 | 3,607 | 9,356 | 12,963 | 2,113 | 10,850 | 7,194 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Johnson City, TN
|
124 | 521 | 0 | 0 | 2,121 | 2,121 | 290 | 1,831 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Chester, VA
|
10,780 | 4,752 | 0 | 10,780 | 6,656 | 17,436 | 1,464 | 15,972 | 7,999 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Lynchburg,VA
|
5,447 | 11,194 | 0 | 5,447 | 12,341 | 17,788 | 2,859 | 14,929 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Brookfield, WI
|
588 | 0 | 0 | 588 | 2,875 | 3,463 | 263 | 3,200 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Milwaukee, WI
|
4,527 | 3,600 | 0 | 4,527 | 4,800 | 9,327 | 965 | 8,362 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Lexington, KY (South)
|
3,344 | 2,805 | 0 | 1,652 | 2,842 | 4,494 | 656 | 3,838 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Richmond, KY
|
1,870 | 5,661 | 0 | 1,870 | 8,452 | 10,322 | 1,807 | 8,515 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Allentown, PA
|
5,882 | 20,060 | 0 | 5,882 | 22,729 | 28,611 | 4,727 | 23,884 | 15,079 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
St. John, MO
|
2,613 | 7,040 | 0 | 2,827 | 8,045 | 10,872 | 1,700 | 9,172 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Suwanee, GA
|
13,479 | 23,923 | 0 | 13,479 | 28,719 | 42,198 | 6,505 | 35,693 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
West Allis, WI
|
2,452 | 10,982 | 0 | 2,452 | 11,515 | 13,967 | 2,531 | 11,436 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Chesterfield, MI
|
566 | 2,324 | 0 | 382 | 2,327 | 2,709 | 283 | 2,426 | 0 | S/L 31.5 | 2006 (A) | |||||||||||||||||||||||||||||||||
|
Ft. Collins, CO
|
2,767 | 2,054 | 0 | 1,129 | 4,506 | 5,635 | 914 | 4,721 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Lafayette, IN
|
1,217 | 2,689 | 0 | 1,217 | 2,705 | 3,922 | 628 | 3,294 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Hamilton, NJ
|
8,039 | 49,896 | 0 | 11,774 | 79,733 | 91,507 | 14,478 | 77,029 | 44,383 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Lansing, MI
|
1,598 | 6,999 | 0 | 1,801 | 11,657 | 13,458 | 2,144 | 11,314 | 7,122 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Erie, PA (Peach)
|
10,880 | 19,201 | 0 | 6,373 | 45,036 | 51,409 | 18,318 | 33,091 | 24,098 | S/L 31.5 | 1995 (C) | |||||||||||||||||||||||||||||||||
|
Erie, PA (Hills)
|
0 | 2,564 | 13 | 723 | 3,842 | 4,565 | 3,211 | 1,354 | 0 | S/L 30.0 | 1973 (C) | |||||||||||||||||||||||||||||||||
|
Bedford, IN
|
706 | 8,425 | 6 | 1,067 | 10,576 | 11,643 | 5,136 | 6,507 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
San Francisco, CA
|
15,332 | 35,803 | 0 | 10,464 | 24,442 | 34,906 | 4,237 | 30,669 | 0 | S/L 31.5 | 2002 (A) | |||||||||||||||||||||||||||||||||
|
Chillicothe, OH
|
43 | 2,549 | 2 | 1,170 | 4,366 | 5,536 | 1,976 | 3,560 | 4,593 | S/L 30.0 | 1974 (C) | |||||||||||||||||||||||||||||||||
F-67
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Phoenix, AZ
|
18,701 | 18,811 | 118 | 18,701 | 19,493 | 38,194 | 2,306 | 35,888 | 18,837 | S/L 30.0 | 1999 (A) | |||||||||||||||||||||||||||||||||
|
Martinsville, VA
|
3,163 | 28,819 | 0 | 3,163 | 29,646 | 32,809 | 17,380 | 15,429 | 18,677 | S/L 30.0 | 1989 (C) | |||||||||||||||||||||||||||||||||
|
Tampa, FL (Waters)
|
4,105 | 6,640 | 324 | 3,905 | 8,378 | 12,283 | 5,105 | 7,178 | 0 | S/L 31.5 | 1990 (C) | |||||||||||||||||||||||||||||||||
|
Macedonia, OH (Phase II)
|
4,392 | 10,885 | 0 | 2,315 | 7,014 | 9,329 | 2,407 | 6,922 | 0 | S/L 31.5 | 1998 (C) | |||||||||||||||||||||||||||||||||
|
Huber Hts, OH
|
757 | 14,469 | 1 | 757 | 25,161 | 25,918 | 8,908 | 17,010 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Lebanon, OH
|
651 | 911 | 31 | 812 | 1,429 | 2,241 | 491 | 1,750 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Xenia, OH
|
948 | 3,938 | 0 | 673 | 6,040 | 6,713 | 2,816 | 3,897 | 0 | S/L 31.5 | 1994 (A) | |||||||||||||||||||||||||||||||||
|
Boardman, OH
|
9,025 | 27,983 | 0 | 8,152 | 28,233 | 36,385 | 11,097 | 25,288 | 22,429 | S/L 31.5 | 1997 (A) | |||||||||||||||||||||||||||||||||
|
Solon, OH
|
6,220 | 7,454 | 0 | 6,220 | 21,685 | 27,905 | 7,360 | 20,545 | 0 | S/L 31.5 | 1998 (C) | |||||||||||||||||||||||||||||||||
|
Cincinnati, OH
|
2,399 | 11,238 | 172 | 2,399 | 13,881 | 16,280 | 7,243 | 9,037 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Watertown, SD
|
63 | 6,443 | 442 | 63 | 12,594 | 12,657 | 8,880 | 3,777 | 0 | S/L 30.0 | 1977 (C) | |||||||||||||||||||||||||||||||||
|
St. Louis, MO (Sunset)
|
12,791 | 38,404 | 0 | 13,403 | 44,416 | 57,819 | 17,151 | 40,668 | 29,933 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
St. Louis, MO (Brentwood)
|
10,628 | 32,053 | 0 | 10,018 | 32,401 | 42,419 | 11,988 | 30,431 | 21,605 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Cedar Rapids, IA
|
4,219 | 12,697 | 0 | 4,219 | 14,003 | 18,222 | 5,232 | 12,990 | 8,151 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
St. Louis, MO (Olympic)
|
2,775 | 8,370 | 0 | 2,775 | 10,322 | 13,097 | 4,289 | 8,808 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
St. Louis, MO (Gravois)
|
1,336 | 4,050 | 0 | 1,525 | 4,926 | 6,451 | 1,848 | 4,603 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
St. Louis, MO (Morris)
|
0 | 2,048 | 0 | 0 | 2,523 | 2,523 | 851 | 1,672 | 0 | S/L 31.5 | 1998(A) | |||||||||||||||||||||||||||||||||
|
St. Louis, MO (Southtowne)
|
4,159 | 3,818 | 0 | 5,403 | 7,874 | 13,277 | 1,424 | 11,853 | 0 | S/L 31.5 | 2004 (C) | |||||||||||||||||||||||||||||||||
|
Aurora, OHzx
|
832 | 7,560 | 0 | 1,592 | 14,107 | 15,699 | 5,364 | 10,335 | 0 | S/L 31.5 | 1995 (C) | |||||||||||||||||||||||||||||||||
|
Nampa, ID
|
1,395 | 8,563 | 0 | 2,120 | 42,669 | 44,789 | 947 | 43,842 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Idaho Falls, ID (DDRC)
|
1,302 | 5,703 | 0 | 1,418 | 6,453 | 7,871 | 2,722 | 5,149 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Mount Vernon, IL
|
1,789 | 9,399 | 111 | 1,789 | 15,470 | 17,259 | 7,178 | 10,081 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Fenton, MO
|
414 | 4,244 | 476 | 430 | 7,607 | 8,037 | 5,360 | 2,677 | 0 | S/L 30.0 | 1983 (A) | |||||||||||||||||||||||||||||||||
|
Simpsonville, SC
|
431 | 6,563 | 0 | 417 | 6,810 | 7,227 | 3,525 | 3,702 | 0 | S/L 31.5 | 1994 (A) | |||||||||||||||||||||||||||||||||
|
Cambden, SC
|
627 | 7,519 | 7 | 1,021 | 10,334 | 11,355 | 5,153 | 6,202 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
N. Charleston, SC
|
911 | 11,346 | 1 | 1,081 | 16,871 | 17,952 | 8,705 | 9,247 | 11,715 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Orangeburg, SC
|
318 | 1,693 | 0 | 318 | 3,449 | 3,767 | 1,411 | 2,356 | 0 | S/L 31.5 | 1995 (A) | |||||||||||||||||||||||||||||||||
|
MT. Pleasant, SC
|
2,584 | 10,470 | 0 | 2,430 | 19,312 | 21,742 | 6,883 | 14,859 | 12,825 | S/L 31.5 | 1995 (A) | |||||||||||||||||||||||||||||||||
|
Sault ST. Marie, MI
|
1,826 | 13,710 | 0 | 1,826 | 15,384 | 17,210 | 7,319 | 9,891 | 0 | S/L 31.5 | 1994 (A) | |||||||||||||||||||||||||||||||||
|
Cheboygan, MI
|
127 | 3,612 | 0 | 127 | 4,131 | 4,258 | 2,095 | 2,163 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Walker, MI (Grand Rapids)
|
1,926 | 8,039 | 0 | 1,926 | 8,975 | 10,901 | 3,998 | 6,903 | 0 | S/L 31.5 | 1995 (A) | |||||||||||||||||||||||||||||||||
|
Detroit, MI
|
6,738 | 26,988 | 27 | 600 | 17,321 | 17,921 | 17,311 | 610 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Houghton, MI
|
440 | 7,301 | 1,821 | 413 | 13,227 | 13,640 | 10,912 | 2,728 | 0 | S/L 30.0 | 1980 (C) | |||||||||||||||||||||||||||||||||
F-68
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Bad Axe, MI
|
184 | 3,647 | 0 | 184 | 4,585 | 4,769 | 2,163 | 2,606 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Gaylord, MI
|
270 | 8,728 | 2 | 251 | 10,821 | 11,072 | 5,350 | 5,722 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Howell, MI
|
332 | 11,938 | 1 | 332 | 16,233 | 16,565 | 7,495 | 9,070 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Mt. Pleasant, MI
|
767 | 7,769 | 20 | 1,142 | 13,762 | 14,904 | 7,271 | 7,633 | 0 | S/L 31.5 | 1993 (A) | |||||||||||||||||||||||||||||||||
|
Elyria, OH
|
352 | 5,693 | 0 | 352 | 8,471 | 8,823 | 4,947 | 3,876 | 0 | S/L 30.0 | 1977 (C) | |||||||||||||||||||||||||||||||||
|
Meridian, ID
|
24,591 | 31,779 | 0 | 24,841 | 60,985 | 85,826 | 12,692 | 73,134 | 37,200 | S/L 31.5 | 2001 (C) | |||||||||||||||||||||||||||||||||
|
Midvale, UT (FT. Union I, II, III, Wingers)
|
25,662 | 56,759 | 0 | 28,393 | 80,312 | 108,705 | 22,751 | 85,954 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Taylorsville, UT (North)
|
24,327 | 53,686 | 0 | 31,368 | 76,936 | 108,304 | 25,222 | 83,082 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Orem, UT
|
5,428 | 12,259 | 0 | 5,428 | 13,260 | 18,688 | 4,899 | 13,789 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Salt Lake City, UT (33rd)
|
986 | 2,132 | 0 | 986 | 2,285 | 3,271 | 849 | 2,422 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Riverdale, UT (North)
|
15,845 | 36,479 | 0 | 15,845 | 43,313 | 59,158 | 15,879 | 43,279 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Bemidji, MN
|
442 | 8,229 | 500 | 442 | 11,674 | 12,116 | 8,748 | 3,368 | 0 | S/L 30.0 | 1977 (C) | |||||||||||||||||||||||||||||||||
|
Salt Lake City, UT (Hermes Bl)
|
2,801 | 5,997 | 0 | 2,801 | 7,067 | 9,868 | 2,675 | 7,193 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Ogden, UT
|
3,620 | 7,716 | 0 | 3,620 | 8,414 | 12,034 | 3,153 | 8,881 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Birmingham, AL Eastwood)
|
3,726 | 13,974 | 0 | 3,726 | 17,140 | 20,866 | 10,353 | 10,513 | 0 | S/L 31.5 | 1994 (A) | |||||||||||||||||||||||||||||||||
|
Birmingham, Al (Brookhighland)
|
10,573 | 26,002 | 0 | 11,434 | 51,691 | 63,125 | 18,629 | 44,496 | 26,372 | S/L 31.5 | 1995 (A) | |||||||||||||||||||||||||||||||||
|
Antioch, CA
|
3,066 | 12,220 | 0 | 3,066 | 1,687 | 4,753 | 1,075 | 3,678 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Santa Rosa, CA
|
3,783 | 15,964 | 0 | 3,783 | 8,753 | 12,536 | 1,569 | 10,967 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Las Vegas, NV
|
6,458 | 3,488 | 0 | 6,458 | 714 | 7,172 | 317 | 6,855 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
West Covina, CA
|
0 | 20,456 | 0 | 0 | 10,995 | 10,995 | 2,038 | 8,957 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Phoenix, AZ
|
2,443 | 6,221 | 0 | 2,443 | 5,633 | 8,076 | 637 | 7,439 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Fairfield, CA
|
9,140 | 11,514 | 0 | 9,140 | (1,159 | ) | 7,981 | 1,044 | 6,937 | 0 | S/L 40.0 | 2005 (A) | ||||||||||||||||||||||||||||||||
|
Garden Grove, CA
|
4,955 | 5,392 | 0 | 4,955 | 4,853 | 9,808 | 550 | 9,258 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
San Diego, CA
|
5,508 | 8,294 | 0 | 5,508 | 3,394 | 8,902 | 748 | 8,154 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Carson City, NV
|
1,928 | 4,841 | 0 | 1,928 | 2,135 | 4,063 | 466 | 3,597 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Tucson, AZ
|
1,938 | 4,151 | 0 | 1,938 | 3,785 | 5,723 | 424 | 5,299 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Redding, CA
|
1,978 | 5,831 | 0 | 1,978 | 1,986 | 3,964 | 554 | 3,410 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
San Antonio, TX
|
2,403 | 2,697 | 0 | 2,403 | 2,387 | 4,790 | 272 | 4,518 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Chandler, AZ
|
2,136 | 5,831 | 0 | 2,136 | 5,349 | 7,485 | 599 | 6,886 | 0 | S/L 40.0 | 2005(A) | |||||||||||||||||||||||||||||||||
|
Chino, CA
|
4,974 | 7,052 | 0 | 4,974 | 2,948 | 7,922 | 637 | 7,285 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Clovis, CA
|
0 | 9,057 | 0 | 0 | 4,073 | 4,073 | 870 | 3,203 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Santa Maria, CA
|
1,117 | 8,736 | 0 | 1,117 | 8,185 | 9,302 | 905 | 8,397 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
El Cajon, CA
|
0 | 15,648 | 0 | 0 | 7,952 | 7,952 | 1,533 | 6,419 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
F-69
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Madera, CA
|
1,770 | 746 | 0 | 1,770 | 603 | 2,373 | 71 | 2,302 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Mesa, AZ
|
2,551 | 11,951 | 0 | 2,551 | 5,643 | 8,194 | 1,161 | 7,033 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Burbank, CA
|
0 | 20,834 | 0 | 0 | 13,811 | 13,811 | 2,045 | 11,766 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
North Fullerton, CA
|
4,163 | 5,980 | 0 | 4,163 | 5,427 | 9,590 | 612 | 8,978 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Tulare, CA
|
2,868 | 4,200 | 0 | 2,868 | 3,793 | 6,661 | 429 | 6,232 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Lompac, CA
|
2,275 | 2,074 | 0 | 2,275 | 1,821 | 4,096 | 208 | 3,888 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Palmdale, CA
|
4,589 | 6,544 | 0 | 4,589 | 5,964 | 10,553 | 672 | 9,881 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Anaheim, CA
|
8,900 | 11,925 | 0 | 4,098 | 4,584 | 8,682 | 1,116 | 7,566 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Sonora, CA
|
1,889 | 6,860 | 0 | 1,889 | 5,100 | 6,989 | 677 | 6,312 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Phoenix, AZ
|
2,334 | 8,453 | 0 | 2,334 | 8,639 | 10,973 | 890 | 10,083 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Foot Hill Ranch, CA
|
5,409 | 9,383 | 0 | 5,409 | 2,631 | 8,040 | 817 | 7,223 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Reno, NV
|
2,695 | 5,078 | 0 | 2,695 | 4,630 | 7,325 | 520 | 6,805 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Folsom, CA
|
3,461 | 11,036 | 0 | 3,461 | 4,620 | 8,081 | 1,062 | 7,019 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Slatten Ranch, CA
|
5,439 | 11,728 | 0 | 5,439 | 8,379 | 13,818 | 1,150 | 12,668 | 0 | S/L 40.0 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
West Seneca, NY
|
2,929 | 12,926 | 0 | 2,929 | 12,985 | 15,914 | 2,372 | 13,542 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
N. Tonawanda, NY
|
5,878 | 21,291 | 0 | 5,823 | 22,277 | 28,100 | 4,302 | 23,798 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Amherst, NY
|
5,873 | 22,458 | 0 | 5,873 | 23,226 | 29,099 | 4,290 | 24,809 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Ithaca, NY (Tops)
|
9,198 | 42,969 | 0 | 9,198 | 43,153 | 52,351 | 7,799 | 44,552 | 14,635 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Hamburg, NY
|
3,303 | 16,239 | 0 | 3,303 | 16,766 | 20,069 | 3,265 | 16,804 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
West Seneca, NY
|
2,576 | 2,590 | 0 | 2,576 | 3,530 | 6,106 | 653 | 5,453 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Orland Park, IL
|
10,430 | 13,081 | 0 | 10,430 | 13,101 | 23,531 | 2,429 | 21,102 | 7,174 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Hamburg, NY
|
4,071 | 17,142 | 0 | 4,071 | 17,954 | 22,025 | 3,257 | 18,768 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Tonawanda, NY
|
3,061 | 6,887 | 0 | 3,061 | 7,779 | 10,840 | 1,439 | 9,401 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Hamburg, NY
|
4,152 | 22,075 | 0 | 4,152 | 22,661 | 26,813 | 4,076 | 22,737 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Columbus, OH (Consumer Square)
|
9,828 | 22,858 | 0 | 9,828 | 23,374 | 33,202 | 4,432 | 28,770 | 11,976 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Louisville, KY (Outer Loop)
|
4,180 | 747 | 0 | 4,288 | 1,863 | 6,151 | 254 | 5,897 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Olean, NY
|
8,834 | 29,813 | 0 | 8,834 | 31,520 | 40,354 | 6,045 | 34,309 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
N. Charleston, SC (N Charl Ctr)
|
5,146 | 5,990 | 0 | 5,146 | 9,070 | 14,216 | 1,605 | 12,611 | 9,785 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Jacsonville, FL (Arlington Road)
|
4,672 | 5,085 | 0 | 1,672 | 2,535 | 4,207 | 1,488 | 2,719 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
West Long Branch, NJ (Monmouth)
|
14,131 | 51,982 | 0 | 14,131 | 53,868 | 67,999 | 9,696 | 58,303 | 7,811 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Big Flats, NY (Big Flats I, II, III, IV)
|
22,229 | 52,579 | 0 | 22,279 | 56,751 | 79,030 | 12,093 | 66,937 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Hanover, PA
|
4,408 | 4,707 | 0 | 4,408 | 4,707 | 9,115 | 910 | 8,205 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Mays Landing, NJ (Wrangelboro)
|
49,033 | 107,230 | 0 | 49,033 | 109,523 | 158,556 | 20,129 | 138,427 | 40,894 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
F-70
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Williamsville, NY
|
5,021 | 6,768 | 0 | 5,021 | 8,698 | 13,719 | 1,598 | 12,121 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Niagara Falls, NY
|
4,956 | 11,370 | 0 | 1,973 | 3,191 | 5,164 | 599 | 4,565 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Greece, NY
|
3,901 | 4,922 | 0 | 3,901 | 4,923 | 8,824 | 915 | 7,909 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Buffalo, NY (Elmwood)
|
6,010 | 19,044 | 0 | 6,010 | 19,232 | 25,242 | 3,539 | 21,703 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Lakeland, FL (Highlands)
|
4,112 | 4,328 | 0 | 4,112 | 4,426 | 8,538 | 833 | 7,705 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Lockport, NY
|
9,253 | 23,829 | 0 | 9,253 | 24,123 | 33,376 | 4,444 | 28,932 | 9,017 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Buffalo, NY (Delaware)
|
3,568 | 29,001 | 0 | 3,620 | 29,587 | 33,207 | 5,287 | 27,920 | 10,941 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Cheektowaga, NY (Thruway)
|
15,471 | 25,600 | 0 | 15,471 | 27,068 | 42,539 | 5,450 | 37,089 | 3,713 | S/L 31.5 | 2004(A) | |||||||||||||||||||||||||||||||||
|
Walker, MI (Alpine Ave)
|
1,454 | 9,284 | 0 | 1,454 | 11,892 | 13,346 | 2,908 | 10,438 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Toledo, OH
|
1,316 | 3,961 | 0 | 1,316 | 3,961 | 5,277 | 747 | 4,530 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
New Hartford, NY
|
1,279 | 13,685 | 0 | 1,279 | 13,736 | 15,015 | 2,534 | 12,481 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Mays Landing, NJ (Hamilton)
|
36,224 | 56,949 | 0 | 36,224 | 59,536 | 95,760 | 11,026 | 84,734 | 9,886 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Gates, NY (Walmart)
|
9,369 | 40,672 | 0 | 9,369 | 42,115 | 51,484 | 7,758 | 43,726 | 23,407 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Rome, NY (Freedom)
|
4,565 | 5,078 | 0 | 4,565 | 9,244 | 13,809 | 1,503 | 12,306 | 3,228 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Englewood, FL
|
2,172 | 2,983 | 0 | 2,172 | 3,195 | 5,367 | 530 | 4,837 | 1,087 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Hamburg, NY (Milestrip)
|
2,527 | 14,711 | 0 | 2,527 | 14,887 | 17,414 | 2,894 | 14,520 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Mooresville, NC
|
14,369 | 43,688 | 0 | 14,369 | 44,283 | 58,652 | 7,570 | 51,082 | 19,456 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Indian Trail, NC
|
3,172 | 7,075 | 0 | 3,172 | 7,267 | 10,439 | 1,382 | 9,057 | 6,525 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Dewitt, NY
|
1,140 | 6,756 | 0 | 881 | 5,686 | 6,567 | 1,029 | 5,538 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Chili, NY
|
2,143 | 8,109 | 0 | 2,143 | 8,109 | 10,252 | 1,505 | 8,747 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Horseheads, NY
|
659 | 2,426 | 0 | 4,682 | 19,513 | 24,195 | 893 | 23,302 | 31,149 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Ashtabula, OH
|
1,444 | 9,912 | 0 | 1,444 | 9,917 | 11,361 | 1,793 | 9,568 | 6,431 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Niskayuna, NY
|
20,297 | 51,155 | 0 | 20,297 | 51,925 | 72,222 | 9,932 | 62,290 | 19,218 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Dansville, NY
|
2,806 | 4,905 | 0 | 2,806 | 5,041 | 7,847 | 954 | 6,893 | 0 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Victor, NY
|
2,374 | 6,433 | 0 | 2,374 | 6,730 | 9,104 | 1,196 | 7,908 | 6,184 | S/L 31.5 | 2004 (A) | |||||||||||||||||||||||||||||||||
|
Wilmington, NC
|
4,785 | 16,852 | 1,183 | 4,287 | 33,445 | 37,732 | 16,108 | 21,624 | 24,500 | S/L 31.5 | 1989 (C) | |||||||||||||||||||||||||||||||||
|
Berlin, VT
|
859 | 10,948 | 24 | 866 | 15,583 | 16,449 | 9,363 | 7,086 | 0 | S/L 30.0 | 1986 (C) | |||||||||||||||||||||||||||||||||
|
Brainerd, MN
|
703 | 9,104 | 272 | 1,182 | 15,946 | 17,128 | 8,022 | 9,106 | 0 | S/L 31.5 | 1991 (A) | |||||||||||||||||||||||||||||||||
|
Spring Hill, FL
|
1,084 | 4,816 | 266 | 2,096 | 11,009 | 13,105 | 5,582 | 7,523 | 4,271 | S/L 30.0 | 1988 (C) | |||||||||||||||||||||||||||||||||
|
Tiffin, OH
|
432 | 5,908 | 435 | 432 | 7,910 | 8,342 | 6,116 | 2,226 | 0 | S/L 30.0 | 1980 (C) | |||||||||||||||||||||||||||||||||
|
Broomfield, CO (Flatiron Gard)
|
23,681 | 31,809 | 0 | 13,707 | 42,997 | 56,704 | 8,572 | 48,132 | 0 | S/L 31.5 | 2003 (A) | |||||||||||||||||||||||||||||||||
|
Denver, CO (Centennial)
|
7,833 | 35,550 | 0 | 8,082 | 56,827 | 64,909 | 19,942 | 44,967 | 32,402 | S/L 31.5 | 1997 (C) | |||||||||||||||||||||||||||||||||
|
Dickinson, ND
|
57 | 6,864 | 355 | 51 | 7,806 | 7,857 | 7,610 | 247 | 0 | S/L 30.0 | 1978 (C) | |||||||||||||||||||||||||||||||||
F-71
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
New Bern, NC
|
780 | 8,204 | 72 | 441 | 5,327 | 5,768 | 2,889 | 2,879 | 0 | S/L 31.5 | 1989 (C) | |||||||||||||||||||||||||||||||||
|
Bayamon, PR (Plaza Del Sol)
|
132,074 | 152,441 | 0 | 132,759 | 155,687 | 288,446 | 24,466 | 263,980 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Carolina, PR (Plaza Escorial)
|
28,522 | 76,947 | 0 | 28,601 | 77,875 | 106,476 | 12,374 | 94,102 | 57,500 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Humacao, PR (Palma Real)
|
16,386 | 74,059 | 0 | 16,386 | 80,817 | 97,203 | 12,431 | 84,772 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Isabela, PR (Plaza Isabela)
|
8,175 | 41,094 | 0 | 8,175 | 42,533 | 50,708 | 6,790 | 43,918 | 23,395 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
San German, PR (Camino Real)
|
3,215 | 24 | 0 | 3,223 | 33 | 3,256 | 17 | 3,239 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Cayey, PR (Plaza Cayey)
|
19,214 | 25,584 | 0 | 18,629 | 26,233 | 44,862 | 4,267 | 40,595 | 22,151 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Bayamon, PR (Rio Hondo)
|
91,645 | 98,007 | 0 | 91,898 | 102,459 | 194,357 | 15,883 | 178,474 | 109,500 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
San Juan, PR (Senorial Plaza)
|
10,338 | 23,285 | 0 | 10,238 | 27,010 | 37,248 | 3,932 | 33,316 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Bayamon, PR (Rexville Plaza)
|
4,294 | 11,987 | 0 | 4,294 | 12,238 | 16,532 | 1,996 | 14,536 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Arecibo, PR (Atlantico)
|
7,965 | 29,898 | 0 | 8,094 | 30,937 | 39,031 | 4,981 | 34,050 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Hatillo, PR (Plaza Del Norte)
|
101,219 | 105,465 | 0 | 101,219 | 113,463 | 214,682 | 17,294 | 197,388 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Vega Baja, PR (Plaza Vega Baja)
|
7,076 | 18,684 | 0 | 7,076 | 18,728 | 25,804 | 3,026 | 22,778 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Guyama, PR (Plaza Wal-Mart)
|
1,960 | 18,721 | 0 | 1,960 | 18,922 | 20,882 | 3,037 | 17,845 | 12,445 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Fajardo, PR (Plaza Fajardo)
|
4,376 | 41,199 | 0 | 4,376 | 41,517 | 45,893 | 6,606 | 39,287 | 26,631 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
San German, PR (Del Oeste)
|
6,470 | 20,751 | 0 | 6,470 | 21,132 | 27,602 | 3,417 | 24,185 | 0 | S/L 31.5 | 2005 (A) | |||||||||||||||||||||||||||||||||
|
Princeton, NJ
|
7,121 | 29,783 | 0 | 7,121 | 36,099 | 43,220 | 12,753 | 30,467 | 39,600 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Princeton, NJ (Pavilion)
|
6,327 | 44,466 | 0 | 7,343 | 55,782 | 63,125 | 14,494 | 48,631 | 0 | S/L 31.5 | 2000(C) | |||||||||||||||||||||||||||||||||
|
Phoenix, AZ
|
15,352 | 22,813 | 1,601 | 15,352 | 26,456 | 41,808 | 9,862 | 31,946 | 30,000 | S/L 31.5 | 2000 (C) | |||||||||||||||||||||||||||||||||
|
Russellville, AR
|
624 | 13,391 | 0 | 624 | 14,862 | 15,486 | 6,827 | 8,659 | 0 | S/L 31.5 | 1994 (A) | |||||||||||||||||||||||||||||||||
|
N. Little Rock, AR
|
907 | 17,160 | 0 | 907 | 19,709 | 20,616 | 7,589 | 13,027 | 0 | S/L 31.5 | 1994 (A) | |||||||||||||||||||||||||||||||||
|
Ottumwa, IA
|
338 | 8,564 | 103 | 317 | 15,588 | 15,905 | 7,514 | 8,391 | 0 | S/L 31.5 | 1990 (C) | |||||||||||||||||||||||||||||||||
|
Washington, NC
|
991 | 3,118 | 34 | 878 | 5,813 | 6,691 | 2,414 | 4,277 | 0 | S/L 31.5 | 1990 (C) | |||||||||||||||||||||||||||||||||
|
Leawood, KS
|
13,002 | 69,086 | 0 | 11,297 | 81,020 | 92,317 | 17,420 | 74,897 | 54,188 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Littleton, CO
|
12,249 | 50,709 | 0 | 12,621 | 54,081 | 66,702 | 12,776 | 53,926 | 42,200 | S/L 31.5 | 2002 (C) | |||||||||||||||||||||||||||||||||
|
Durham, NC
|
2,210 | 11,671 | 278 | 2,210 | 14,107 | 16,317 | 8,415 | 7,902 | 0 | S/L 31.5 | 1990 (C) | |||||||||||||||||||||||||||||||||
|
San Antonio, TX (N. Bandera)
|
3,475 | 37,327 | 0 | 3,475 | 38,004 | 41,479 | 9,147 | 32,332 | 0 | S/L 31.5 | 2002 (A) | |||||||||||||||||||||||||||||||||
|
Crystal River, FL
|
1,217 | 5,796 | 365 | 1,219 | 9,831 | 11,050 | 5,288 | 5,762 | 0 | S/L 31.5 | 1986 (C) | |||||||||||||||||||||||||||||||||
|
Dublin, OH (Perimeter Center)
|
3,609 | 11,546 | 0 | 3,609 | 11,701 | 15,310 | 4,408 | 10,902 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Hamilton, OH
|
495 | 1,618 | 0 | 495 | 1,618 | 2,113 | 603 | 1,510 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Barboursville, WV
|
431 | 1,417 | 2 | 0 | 1,959 | 1,959 | 710 | 1,249 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Columbus, OH (Easton Market)
|
11,087 | 44,494 | 0 | 12,243 | 51,343 | 63,586 | 17,763 | 45,823 | 0 | S/L 31.5 | 1998 (A) | |||||||||||||||||||||||||||||||||
|
Denver, CO (Tamarac Square Mall)
|
2,990 | 12,252 | 0 | 2,987 | 14,013 | 17,000 | 5,662 | 11,338 | 0 | S/L 31.5 | 2001 (A) | |||||||||||||||||||||||||||||||||
F-72
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Daytona Beach, FL (Volusia Point)
|
3,838 | 4,485 | 0 | 3,834 | 4,993 | 8,827 | 1,399 | 7,428 | 0 | S/L 31.5 | 2001 (A) | |||||||||||||||||||||||||||||||||
|
Twinsburg, OH (Heritage Business)
|
254 | 1,623 | 0 | 254 | 1,780 | 2,034 | 490 | 1,544 | 0 | S/L 31.5 | 2001 (A) | |||||||||||||||||||||||||||||||||
|
Silver Springs, MD (Tech Center
29-1)
|
7,484 | 20,980 | 0 | 7,476 | 25,322 | 32,798 | 7,485 | 25,313 | 0 | S/L 31.5 | 2001 (A) | |||||||||||||||||||||||||||||||||
|
San Antonio, TX (Center)
|
1,232 | 7,881 | 0 | 1,014 | 7,257 | 8,271 | 535 | 7,736 | 0 | S/L 31.5 | 2007 (C) | |||||||||||||||||||||||||||||||||
|
San Antonio, TX (Lifestyle)
|
1,613 | 10,791 | 0 | 5,427 | 54,050 | 59,477 | 2,732 | 56,745 | 0 | S/L 31.5 | 2007 (C) | |||||||||||||||||||||||||||||||||
|
McHenry, IL
|
332 | 1,302 | 0 | 2,246 | 8,442 | 10,688 | 331 | 10,357 | 0 | S/L 31.5 | 2006 (C) | |||||||||||||||||||||||||||||||||
|
San Antonio, TX (Terrell)
|
4,980 | 11,880 | 0 | 4,757 | 11,732 | 16,489 | 750 | 15,739 | 12,467 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Kyle, TX (Kyle Crossing)
|
2,548 | 7,349 | 0 | 2,548 | 7,349 | 9,897 | 16 | 9,881 | 26,935 | S/L 40.0 | 2009 (C) | |||||||||||||||||||||||||||||||||
|
Brandon, FL
|
4,775 | 13,117 | 0 | 4,775 | 13,117 | 17,892 | 57 | 17,835 | 0 | S/L 40.0 | 2009 (A) | |||||||||||||||||||||||||||||||||
|
Atlanta, GA
|
14,078 | 42,130 | 0 | 14,078 | 42,130 | 56,208 | 168 | 56,040 | 28,321 | S/L 40.0 | 2009 (A) | |||||||||||||||||||||||||||||||||
|
Marietta, GA
|
9,745 | 27,737 | 0 | 9,745 | 27,737 | 37,482 | 116 | 37,366 | 19,865 | S/L 40.0 | 2009 (A) | |||||||||||||||||||||||||||||||||
|
Macon, GA
|
2,940 | 5,192 | 0 | 2,940 | 5,482 | 8,422 | 502 | 7,920 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Snellville, GA (Commons)
|
10,185 | 51,815 | 0 | 10,318 | 52,505 | 62,823 | 4,840 | 57,983 | 20,400 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Union, NJ
|
7,659 | 15,689 | 0 | 7,650 | 19,358 | 27,008 | 1,457 | 25,551 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Spartanburg, SC (Northpoint)
|
1,015 | 8,992 | 0 | 1,015 | 4,456 | 5,471 | 781 | 4,690 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Taylors, SC (Hampton)
|
1,732 | 4,506 | 0 | 1,732 | 4,506 | 6,238 | 420 | 5,818 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Dothan, AL (Shops)
|
2,065 | 20,972 | 0 | 2,065 | 20,980 | 23,045 | 1,931 | 21,114 | 11,235 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Bradenton, FL (Cortez)
|
10,766 | 31,203 | 0 | 10,766 | 32,785 | 43,551 | 3,025 | 40,526 | 11,687 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Clearwater, FL
|
5,579 | 15,855 | 0 | 5,579 | 16,279 | 21,858 | 1,579 | 20,279 | 7,638 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
New Tampa, FL
|
1,707 | 3,338 | 0 | 1,707 | 3,344 | 5,051 | 321 | 4,730 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Tequesta, FL
|
2,108 | 7,400 | 0 | 2,108 | 8,300 | 10,408 | 933 | 9,475 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Kennesaw, GA (Town)
|
6,175 | 9,028 | 0 | 6,175 | 9,030 | 15,205 | 823 | 14,382 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Lawrenceville, GA (Springfield)
|
3,049 | 10,890 | 0 | 3,049 | 10,879 | 13,928 | 992 | 12,936 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Roswell, GA (Village)
|
6,566 | 15,005 | 0 | 6,566 | 15,207 | 21,773 | 1,399 | 20,374 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Hagerstown, MD
|
2,440 | 9,697 | 0 | 2,440 | 10,260 | 12,700 | 1,074 | 11,626 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Greensboro, NC (Golden)
|
5,012 | 11,162 | 0 | 5,012 | 11,163 | 16,175 | 1,048 | 15,127 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Greensboro, NC (Wendover)
|
3,153 | 9,455 | 0 | 3,153 | 9,544 | 12,697 | 885 | 11,812 | 5,135 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
East Hanover, NJ (Plaza)
|
3,847 | 23,798 | 0 | 3,847 | 23,998 | 27,845 | 2,229 | 25,616 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
East Hanover, NJ (Sony)
|
6,861 | 11,165 | 0 | 6,861 | 11,662 | 18,523 | 1,040 | 17,483 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Camp Hill, PA
|
1,631 | 8,402 | 0 | 1,631 | 8,402 | 10,033 | 781 | 9,252 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Middletown, RI
|
3,804 | 16,805 | 0 | 3,804 | 16,807 | 20,611 | 1,561 | 19,050 | 10,000 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Conway, SC
|
1,217 | 7,038 | 0 | 1,217 | 7,084 | 8,301 | 718 | 7,583 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Lexington, SC
|
1,795 | 9,933 | 0 | 1,795 | 9,956 | 11,751 | 913 | 10,838 | 4,619 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
F-73
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Newport News, VA (Denbigh)
|
10,064 | 21,272 | 0 | 10,064 | 21,525 | 31,589 | 2,058 | 29,531 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Richmond, VA (Downtown)
|
12,002 | 34,736 | 0 | 11,879 | 35,036 | 46,915 | 3,217 | 43,698 | 13,418 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Springfield, VA (Loisdale)
|
12,627 | 30,572 | 0 | 12,627 | 30,639 | 43,266 | 2,785 | 40,481 | 11,870 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Springfield, VA (Spring Mall)
|
4,389 | 9,466 | 0 | 4,389 | 10,145 | 14,534 | 995 | 13,539 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Sterling, VA
|
8,426 | 18,651 | 0 | 8,426 | 18,652 | 27,078 | 1,712 | 25,366 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Windsor Court, CT
|
6,090 | 11,745 | 0 | 6,090 | 11,749 | 17,839 | 1,083 | 16,756 | 7,793 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Ocala, FL
|
2,877 | 9,407 | 0 | 2,877 | 9,413 | 12,290 | 876 | 11,414 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Brandon, FL
|
3,571 | 12,190 | 0 | 3,282 | 12,191 | 15,473 | 1,109 | 14,364 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Atlanta, GA (Abernathy)
|
11,634 | 31,341 | 0 | 11,120 | 31,071 | 42,191 | 2,820 | 39,371 | 12,954 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Norcross, GA
|
3,007 | 8,489 | 0 | 3,007 | 8,507 | 11,514 | 785 | 10,729 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Bowie, MD
|
5,739 | 14,301 | 0 | 5,739 | 14,341 | 20,080 | 1,343 | 18,737 | 8,201 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Ashville, NC (Oakley)
|
2,651 | 8,908 | 0 | 2,651 | 8,937 | 11,588 | 923 | 10,665 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Cary, NC (Mill Pond)
|
6,913 | 17,301 | 0 | 6,913 | 17,339 | 24,252 | 1,601 | 22,651 | 8,500 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Charlotte, NC (Camfield)
|
2,842 | 9,807 | 0 | 2,842 | 9,844 | 12,686 | 919 | 11,767 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Cornelius, NC
|
4,382 | 15,184 | 0 | 4,382 | 17,545 | 21,927 | 1,637 | 20,290 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Greensboro, NC (Capital)
|
3,070 | 13,386 | 0 | 1,682 | 7,559 | 9,241 | 1,061 | 8,180 | 6,700 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Raleigh, NC (Capital)
|
2,728 | 10,665 | 0 | 2,728 | 10,814 | 13,542 | 991 | 12,551 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Raleigh, NC (Wakefield)
|
3,345 | 11,482 | 0 | 3,345 | 11,500 | 14,845 | 1,076 | 13,769 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Wilmington, NC (Oleander)
|
2,270 | 4,812 | 0 | 2,270 | 4,964 | 7,234 | 504 | 6,730 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Wilson, NC
|
1,598 | 8,160 | 0 | 1,598 | 8,259 | 9,857 | 797 | 9,060 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Morgantown, WV
|
4,645 | 10,341 | 0 | 4,645 | 10,343 | 14,988 | 1,039 | 13,949 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Greenwood, SC
|
607 | 4,094 | 0 | 607 | 4,094 | 4,701 | 389 | 4,312 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Edgewater, NJ
|
7,714 | 30,473 | 0 | 7,714 | 30,611 | 38,325 | 2,793 | 35,532 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Dothan, AL
|
1,293 | 6,005 | 0 | 1,293 | 5,931 | 7,224 | 534 | 6,690 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Culver City, CA
|
4,239 | 4,824 | 0 | 4,239 | 4,856 | 9,095 | 431 | 8,664 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Highland Ranch, CO
|
1,380 | 4,739 | 0 | 1,380 | 4,682 | 6,062 | 422 | 5,640 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Dania Beach, FL
|
9,593 | 17,686 | 0 | 9,593 | 17,687 | 27,280 | 1,660 | 25,620 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Plantation, FL (Vision)
|
1,032 | 580 | 0 | 1,032 | 580 | 1,612 | 54 | 1,558 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Vero Beach, FL
|
2,653 | 4,667 | 0 | 2,653 | 4,609 | 7,262 | 415 | 6,847 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Duluth, GA (Sofa)
|
815 | 2,692 | 0 | 815 | 2,669 | 3,484 | 239 | 3,245 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Gainesville, GA
|
1,073 | 1,586 | 0 | 1,073 | 1,586 | 2,659 | 147 | 2,512 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Lawrenceville, GA (Eckerd)
|
1,457 | 1,057 | 0 | 1,457 | 1,057 | 2,514 | 99 | 2,415 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Macon, GA (K-Mart)
|
1,397 | 1,142 | 0 | 1,397 | 1,142 | 2,539 | 103 | 2,436 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
F-74
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
Marietta, GA (Eckerd)
|
1,622 | 1,050 | 0 | 1,622 | 1,050 | 2,672 | 98 | 2,574 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Rome, GA
|
1,523 | 4,065 | 0 | 1,523 | 4,007 | 5,530 | 361 | 5,169 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Snellville, GA (Eckerd)
|
1,303 | 1,494 | 0 | 1,303 | 1,494 | 2,797 | 139 | 2,658 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Sylvania, GA
|
431 | 3,774 | 0 | 431 | 3,774 | 4,205 | 366 | 3,839 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Covington, LA
|
1,054 | 1,394 | 0 | 1,054 | 1,423 | 2,477 | 141 | 2,336 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Worcester, MA
|
5,395 | 10,938 | 0 | 5,395 | 10,938 | 16,333 | 1,013 | 15,320 | 5,780 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Dearborn Heights, MI
|
2,463 | 2,946 | 0 | 2,463 | 2,946 | 5,409 | 275 | 5,134 | 3,550 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Livonia, MI
|
1,411 | 2,727 | 0 | 1,411 | 2,727 | 4,138 | 255 | 3,883 | 2,477 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Port Huron, MI
|
1,662 | 3,270 | 0 | 1,662 | 3,270 | 4,932 | 305 | 4,627 | 0 | S/L 31.5 | 2007(A) | |||||||||||||||||||||||||||||||||
|
Westland, MI
|
1,400 | 2,531 | 0 | 1,400 | 2,531 | 3,931 | 239 | 3,692 | 2,625 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Cary, NC
|
2,264 | 4,581 | 0 | 2,264 | 5,281 | 7,545 | 427 | 7,118 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Concord, NC (Eckerd)
|
885 | 2,119 | 0 | 885 | 2,119 | 3,004 | 197 | 2,807 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Raleigh, NC (Eckerd)
|
1,249 | 2,127 | 0 | 1,249 | 2,127 | 3,376 | 198 | 3,178 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Winston-Salem, NC (Wal-Mart)
|
7,156 | 15,010 | 0 | 7,156 | 15,010 | 22,166 | 1,437 | 20,729 | 8,430 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Buffalo, NY (Eckerd)
|
1,229 | 2,428 | 0 | 1,229 | 2,428 | 3,657 | 226 | 3,431 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Cheektowaga, NY (Eckerd)
|
1,740 | 2,417 | 0 | 1,740 | 2,417 | 4,157 | 224 | 3,933 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Dunkirk, NY
|
0 | 1,487 | 0 | 0 | 1,487 | 1,487 | 140 | 1,347 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Amherst, NY (Eckerd)
|
1,483 | 1,917 | 0 | 1,483 | 1,917 | 3,400 | 179 | 3,221 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Alliance, OH
|
812 | 16,244 | 0 | 812 | 16,244 | 17,056 | 1,547 | 15,509 | 7,690 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Cincinnati, OH (Kroger)
|
2,805 | 5,028 | 0 | 2,805 | 5,028 | 7,833 | 469 | 7,364 | 2,787 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Steubenville, OH
|
3,324 | 10,423 | 0 | 3,324 | 10,423 | 13,747 | 986 | 12,761 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Oklahoma City, OK
|
395 | 1,697 | 0 | 395 | 1,697 | 2,092 | 156 | 1,936 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Cheswick, PA
|
863 | 2,225 | 0 | 863 | 2,225 | 3,088 | 206 | 2,882 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Connelsville, PA
|
1,356 | 2,524 | 0 | 1,356 | 2,524 | 3,880 | 233 | 3,647 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Harborcreek, PA
|
1,062 | 2,124 | 0 | 1,062 | 2,124 | 3,186 | 197 | 2,989 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Erie, PA (Eckerd)
|
958 | 2,223 | 0 | 958 | 2,223 | 3,181 | 206 | 2,975 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Millcreek, PA (Eckerd)
|
1,525 | 2,416 | 0 | 1,525 | 2,416 | 3,941 | 223 | 3,718 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Millcreek, PA (Eckerd)
|
0 | 1,486 | 0 | 0 | 1,486 | 1,486 | 139 | 1,347 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Erie, PA (Eckerd)
|
1,578 | 2,721 | 0 | 1,578 | 2,721 | 4,299 | 251 | 4,048 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Erie, PA (Eckerd)
|
1,641 | 2,015 | 0 | 1,641 | 2,015 | 3,656 | 187 | 3,469 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Penn, PA
|
852 | 2,418 | 0 | 852 | 2,418 | 3,270 | 224 | 3,046 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Monroeville, PA
|
2,863 | 2,935 | 0 | 2,863 | 2,935 | 5,798 | 271 | 5,527 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Monroeville, PA (Eckerd)
|
1,431 | 2,024 | 0 | 1,431 | 2,024 | 3,455 | 188 | 3,267 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
F-75
Table of Contents
|
Developers Diversified Realty
Corporation
|
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation —
(continued)
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
Total
|
Date
|
||||||||||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Cost,
|
of
|
||||||||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost (B) |
Net
|
Depreciable
|
Construction
|
||||||||||||||||||||||||||||||||||||||||
|
Buildings
|
Buildings
|
of
|
Lives
|
(C)
|
||||||||||||||||||||||||||||||||||||||||
|
&
|
&
|
Accumulated
|
Accumulated
|
(Years)
|
Acquisition
|
|||||||||||||||||||||||||||||||||||||||
| Land | Improvements | Improvements | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | (1) | (A) | ||||||||||||||||||||||||||||||||||
|
New Castle, PA
|
1,331 | 2,016 | 0 | 1,331 | 2,016 | 3,347 | 187 | 3,160 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Pittsburgh, PA
|
1,771 | 2,523 | 0 | 1,771 | 2,523 | 4,294 | 233 | 4,061 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Plum Borough, PA
|
1,671 | 2,424 | 0 | 1,671 | 2,424 | 4,095 | 224 | 3,871 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Taega Cay, SC
|
1,387 | 2,451 | 0 | 1,387 | 2,451 | 3,838 | 229 | 3,609 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Gaffney, SC
|
1,189 | 2,363 | 0 | 1,189 | 2,363 | 3,552 | 222 | 3,330 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Greenville, SC (Eckerd)
|
1,452 | 1,909 | 0 | 1,452 | 1,909 | 3,361 | 178 | 3,183 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Greenville, SC (Wal-Mart)
|
5,659 | 14,411 | 0 | 5,659 | 14,411 | 20,070 | 1,384 | 18,686 | 7,942 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Mt. Pleasant, SC (Bi-Lo)
|
2,420 | 7,979 | 0 | 2,420 | 7,979 | 10,399 | 760 | 9,639 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Piedmont, SC
|
589 | 1,687 | 0 | 589 | 1,687 | 2,276 | 158 | 2,118 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Spartanburg, SC (Blackstock)
|
1,223 | 2,128 | 0 | 1,223 | 2,128 | 3,351 | 198 | 3,153 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Spartanburg, SC (Eckerd)
|
1,255 | 2,226 | 0 | 1,255 | 2,226 | 3,481 | 207 | 3,274 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Woodruff, SC
|
1,145 | 2,353 | 0 | 1,145 | 2,353 | 3,498 | 221 | 3,277 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Ft. Worth, TX (CVS )
|
860 | 1,913 | 0 | 860 | 1,913 | 2,773 | 177 | 2,596 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Ft. Worth , TX (CVS)
|
701 | 1,276 | 0 | 701 | 1,276 | 1,977 | 118 | 1,859 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Garland, TX
|
1,567 | 73 | 0 | 1,567 | 73 | 1,640 | 73 | 1,567 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Grand Prairie, TX
|
2,892 | 3,226 | 0 | 2,892 | 3,243 | 6,135 | 317 | 5,818 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Houston, TX
|
4,380 | 8,729 | 0 | 4,380 | 8,775 | 13,155 | 839 | 12,316 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Richardson, TX (CVS)
|
1,045 | 1,594 | 0 | 1,045 | 1,594 | 2,639 | 148 | 2,491 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Rowlett, TX
|
1,241 | 211 | 0 | 1,241 | 211 | 1,452 | 211 | 1,241 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Olympia, WA
|
2,946 | 3,094 | 0 | 2,946 | 3,050 | 5,996 | 275 | 5,721 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Weirton, WV
|
694 | 2,109 | 0 | 694 | 2,109 | 2,803 | 196 | 2,607 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Lakeland, FL (Highlands)
|
2,800 | 3,148 | 0 | 2,800 | 3,682 | 6,482 | 561 | 5,921 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Plantation, FL (Fountains)
|
20,697 | 36,751 | 0 | 20,691 | 46,768 | 67,459 | 4,166 | 63,293 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Evansville, IN (East)
|
8,964 | 18,764 | 0 | 8,964 | 18,822 | 27,786 | 1,803 | 25,983 | 0 | S/L 31.5 | 2007 (A) | |||||||||||||||||||||||||||||||||
|
Portfolio Balance (DDR)
|
514,841 | 562,646 | 0 | 514,850 | 562,646 | 1,077,495 | 36,389 | 1,041,106 | 362,876(2 | ) | S/L 31.5 | |||||||||||||||||||||||||||||||||
| $ | 2,457,146 | $ | 5,636,805 | $ | 12,041 | $ | 2,458,311(3 | ) | $ | 6,365,409(4 | ) | $ | 8,823,719(5 | ) | $ | 1,333,316(5 | ) | $ | 7,490,403 | $ | 1,843,748(6 | ) | ||||||||||||||||||||||
| (1) | S/L refers to straight-line depreciation. | |
| (2) | Includes $225.4 million of mortgage debt which encumbers 31 Mervyns sites. | |
| (3) | Includes $486.5 million of land under development and assets held for sale at December 31, 2009. | |
| (4) | Includes $383.6 million of construction in progress and assets held for sale at December 31, 2009. | |
| (5) | Includes assets held for sale at December 31, 2009. | |
| (6) | Does not include tax-exempt certificates aggregating $70.0 million. |
| (B) | The Aggregate Cost for Federal Income Tax purposes was approximately $9.0 billion at December 31, 2009. |
F-76
Table of Contents
The changes in Total Real Estate Assets for the three years
ended December 31, 2009 are as follows:
| 2009 | 2008 | 2007 | ||||||||||
|
Balance, beginning of year
|
$ | 9,109,566 | $ | 8,979,953 | $ | 7,442,135 | ||||||
|
Acquisitions and transfers from joint ventures
|
130,567 | 10,994 | 3,048,672 | |||||||||
|
Developments, improvements and expansions
|
224,850 | 215,045 | 283,806 | |||||||||
|
Changes in land under development and construction in progress
|
(23,614 | ) | 216,475 | 212,510 | ||||||||
|
Real estate held for sale
|
(11,235 | ) | — | (5,863 | ) | |||||||
|
Sales and transfers to joint ventures
|
(617,650 | ) | (312,901 | ) | (2,001,307 | ) | ||||||
|
Balance, end of year
|
$ | 8,812,484 | $ | 9,109,566 | $ | 8,979,953 | ||||||
The changes in Accumulated Depreciation and Amortization for the
three years ended December 31, 2009 are as follows:
| 2009 | 2008 | 2007 | ||||||||||
|
Balance, beginning of year
|
$ | 1,208,903 | $ | 1,024,048 | $ | 861,266 | ||||||
|
Depreciation for year
|
233,967 | 246,374 | 224,375 | |||||||||
|
Real estate held for sale
|
(782 | ) | — | (67 | ) | |||||||
|
Sales
|
(109,554 | ) | (61,519 | ) | (61,526 | ) | ||||||
|
Balance, end of year
|
$ | 1,332,534 | $ | 1,208,903 | $ | 1,024,048 | ||||||
F-77
Table of Contents
Schedule IV —
Mortgage Loans on Real Estate
December 31, 2009
(Dollars amounts in thousands)
December 31, 2009
(Dollars amounts in thousands)
|
Principal
|
||||||||||||||||||||||||
|
Amount of
|
||||||||||||||||||||||||
|
Loans
|
||||||||||||||||||||||||
|
subject to
|
||||||||||||||||||||||||
|
Final
|
Periodic
|
delinquent
|
||||||||||||||||||||||
|
Maturity
|
Payment
|
Prior
|
Face Amount of
|
Carrying Amount of
|
principal
|
|||||||||||||||||||
|
Description
|
Interest Rate | Date | Terms | Liens | Mortgages | Mortgages | or interest | |||||||||||||||||
|
MEZZANINE
LOANS MULTI-FAMILY |
||||||||||||||||||||||||
|
Kaplan/Mesa, AZ
|
LIBOR+6.0 |
%,
Floor 11% |
Mar-11 | Interest Monthly, principal at maturity | — | 5,822 | 5,822 | — | ||||||||||||||||
|
Kaplan/Dallas, TX
|
LIBOR+6.5 |
%,
Floor 11.5% |
Apr-11 | Interest Monthly, principal at maturity | — | 5,959 | 5,959 | — | ||||||||||||||||
|
JPI/Dallas, TX
|
LIBOR+6.0 |
%,
Floor 11% |
Jun-11 | Interest Monthly, principal at maturity | — | 10,200 | 10,200 | — | ||||||||||||||||
|
RETAIL
|
||||||||||||||||||||||||
|
Chappelle/ BonitaSprings, FL
|
LIBOR+8.0 |
%,
Floor 12% |
May-11 | Interest Monthly, principal at maturity | — | 10,806 | — | 10,806 | ||||||||||||||||
|
DDR Orlando LLC Lee Vista, FL
|
Prime+0.5 |
%,
Floor 7% |
Oct-08 | Interest Monthly, principal at maturity | — | 18,988 | 18,988 | 18,988 | ||||||||||||||||
|
MIXED USE
|
||||||||||||||||||||||||
|
Donatelli/
Washington DC, aka Columbia Hts |
LIBOR+7.0 |
%,
Floor 11% |
Dec-10 | Interest Monthly, principal at maturity | — | 12,600 | 12,600 | — | ||||||||||||||||
|
Chappelle/
East Lansing, MI, aka CADA |
LIBOR+10.0 |
%,
Floor 14% |
Sep-11 | Interest Monthly, principal at maturity | — | 5,150 | 5,150 | — | ||||||||||||||||
| 69,525 | $ | 58,719 | 29,794 | |||||||||||||||||||||
|
INVESTMENTS AND ADVANCES TO JOINT VENTURES
|
||||||||||||||||||||||||
|
Coventry II DDR Harbor Bloomfield Phase I & II
|
LIBOR+7.0 |
%,
Floor 12% |
Jul-11 | Interest Monthly, principal at maturity | — | 66,846 | — | 66,846 | ||||||||||||||||
| $ | 136,371 | $ | 58,719 | $ | 96,640 | |||||||||||||||||||
F-78
Table of Contents
|
Year Ended
|
Year Ended
|
|||||||
|
December 31,
|
December 31,
|
|||||||
| 2009 | 2008 | |||||||
|
Balance at beginning of period
|
$ | 115,419 | $ | — | ||||
|
Additions during period:
|
||||||||
|
New mortgage loans
|
15,552 | 120,819 | ||||||
|
Deductions during period:
|
||||||||
|
Provision for loan loss reserve and impairment of Bloomfield Loan
|
(72,252 | ) | (5,400 | ) | ||||
|
Collections of principal
|
— | — | ||||||
|
Balance at close of period
|
$ | 58,719 | $ | 115,419 | ||||
F-79
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
| By: |
/s/
Daniel
B. Hurwitz
|
Daniel B. Hurwitz, President and Chief Executive Officer
Date: February 26, 2010
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities indicated on the
26
th
day
February, 2010.
|
/s/
Scott
A. Wolstein
|
Executive Chairman of the Board of Directors
|
|||
|
/s/
Daniel
B. Hurwitz
|
President and Chief Executive Officer
|
|||
|
/s/
David
J. Oakes
|
Senior Executive Vice President & Chief Financial
Officer (Principal Financial Officer)
|
|||
|
/s/
Christa
A.Vesy
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
|||
|
/s/
Terrance
R. Ahern
|
Director
|
|||
|
/s/
James
C. Boland
|
Director
|
|||
|
/s/
Thomas
Finne
|
Director
|
|||
|
/s/
Robert
H. Gidel
|
Director
|
|||
|
/s/
Volker
Kraft
|
Director
|
|||
|
/s/
Victor
B. MacFarlane
|
Director
|
|||
|
/s/
Craig
Macnab
|
Director
|
|||
|
/s/
Scott
D. Roulston
|
Director
|
|||
|
/s/
Barry
A. Sholem
|
Director
|
|||
|
/s/
William
B. Summers, Jr.
|
Director
|
|||
F-80
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission Of Matters To A Vote Of Security HoldersPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 6. Selected Financial Data (continued)Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 601 No. Description Reference