EX-99.1 3 l03624aexv99w1.htm EX-99.1 NEWS RELEASE EX-99.1 NEWS RELEASE
 

Exhibit 99.1

DEVELOPERS DIVERSIFIED REALTY CORPORATION

For Immediate Release:

         
Contact:   Scott A. Wolstein   Michelle A. Mahue
    Chairman   Vice President of Investor Relations
    Chief Executive Officer   216-755-5455
    216-755-5500    

DEVELOPERS DIVERSIFIED REALTY REPORTS A 5.1%
INCREASE IN FFO PER SHARE FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2003

     CLEVELAND, OHIO, October 30, 2003 - Developers Diversified Realty Corporation (NYSE: DDR), a real estate investment trust (“REIT”), today announced that third quarter 2003 Funds From Operations (“FFO”), a widely accepted measure of REIT performance, on a per share basis was $0.58 (diluted) and $0.59 (basic) as compared to $0.61 (diluted) and $0.62 (basic) per share for the same period in the previous year, a per share decrease of 4.9% diluted and 4.8% basic. The figures in 2003 include a $0.07 per share charge relating to the original issuance costs associated with the redemption of preferred shares during the third quarter 2003. Excluding this non-cash charge, FFO, on a per share basis was $0.65 (diluted) and $0.66 (basic), a per share increase of 6.6% diluted and 6.5% basic. FFO reached $51.3 million for the quarter ended September 30, 2003, as compared to $40.6 million for 2002. Net income for the three months ended September 30, 2003 was $42.0 million compared to second quarter 2002 net income of $25.2 million, or $0.28 per share (diluted) and $0.29 (basic) for each quarter.

     On a per share basis, FFO (diluted) was $1.86 and $1.77 for the nine month periods ended September 30, 2003 and 2002, respectively, an increase of 5.1 %. Excluding the non-cash charges associated with the redemption of preferred shares in 2003 and 2002, FFO, on a per share basis was $1.99 diluted in 2003 compared to $1.86 (diluted) in 2002, an increase of 7.0%. FFO for the nine months ended September 30, 2003 was $154.2 million compared to FFO for the nine months ended September 30, 2002 of $116.4 million. Net income for the nine months ended September 30, 2003 was $148.8 million, or $1.32 per share (diluted), compared to net income of $72.4 million, or $0.72 per share (diluted) for the prior comparable period. An increase in net income of $26.2 million is due to the net gain on sale of real estate assets. The remainder of the increase in net income is attributable to the merger with JDN Realty on March 13, 2003, core operations and a reduction in minority interest expense associated with preferred operating partnership units which were redeemed in 2003.

     Scott A. Wolstein, DDR’s chairman and chief executive officer stated, “We are pleased to announce this quarter’s financial results, which demonstrate strong earnings growth and the Company’s continued commitment to improving its balance sheet. Furthermore, property level fundamentals remain stable, driven by strong demand from our key tenants such as Wal*Mart, Target and Kohl’s; plus demand from other tenants migrating from enclosed malls to open air centers. During the quarter, Developers Diversified announced its $730 million joint venture transaction to create an Australian investment entity. Not only does this transaction tap the Australian public market’s overwhelming demand for institutional quality community centers, but it also creates a long-term equity partner.”

 


 

     FFO is a supplemental non-GAAP financial measurement used as a standard in the real estate industry. Management believes that FFO provides an additional indicator of the financial performance of a REIT. The Company also believes that FFO appropriately measures the core operations of the Company and provides a benchmark to its peer group. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs and should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flow as a measure of liquidity. FFO available to common shareholders is defined and calculated by the Company as net income, adjusted to exclude: (i) preferred dividends, (ii) gains (or losses) from sales of depreciable real estate property, except for those sold through the Company’s merchant building program, which are presented net of taxes, (iii) sales of securities, (iv) extraordinary items and (v) certain non-cash items. These non-cash items principally include real property depreciation, equity income from joint ventures and equity income from minority equity investments and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and minority equity investments, determined on a consistent basis. Other real estate companies may calculate FFO in a different manner. A reconciliation of net income to FFO is presented in the financial highlights section.

Leasing:

     Leasing activity continues to be strong throughout the portfolio. During the third quarter of 2003, the Company executed 110 new leases aggregating approximately 633,000 square feet and 140 renewals aggregating approximately 494,000 square feet. Rental rates on new leases increased by 15.2% to $11.83 per square foot and rental rates on renewals increased by 7.6% to $11.37 per square foot. On a blended basis, rental rates for new leases and renewals increased by 10.1% to $11.63 per square foot.

     At September 30, 2003, the average annualized base rent per occupied square foot, including those properties owned through joint ventures, was $10.65. Excluding the impact of the properties acquired through the JDN merger, the average annualized base rent per occupied square foot for the portfolio was $10.95, as compared to $10.49 at September 30, 2002.

     As of September 30, 2003, the portfolio was 94.6% leased. Excluding the impact of the properties acquired through the JDN merger, the portfolio was 95.2% leased, as compared to 95.9% at September 30, 2002. These percentages include tenants for which signed leases have been executed and occupancy has not occurred. Based on tenants in place and responsible for paying rent as of September 30, 2003, the portfolio was 94.0% occupied. Excluding the impact of the properties acquired through the JDN merger, the portfolio was 94.6% occupied, as compared to 94.2% at September 30, 2002.

     Same store tenant sales performance over the trailing 12 month period within the Company’s portfolio remained strong at approximately $234 per square foot for those tenants required to report. Aggregate base and percentage rental revenues relating to Core Portfolio Properties (i.e., shopping center properties owned since January 1, 2002, excluding properties under redevelopment) increased approximately $2.9 million (or 2.1%) for the nine month period ended September 30, 2003, compared to the same period in 2002.

Strategic Transactions:

Macquarie DDR Trust

     The Company announced that it intends to form an Australian based Listed Property Trust with Macquarie Bank Limited (ASX: MBL), an international investment bank and leading advisor and manager of specialized real estate funds in Australia. Macquarie DDR Trust (“MDT”) will focus on acquiring ownership interests in institutional-quality community center properties in the U.S. The aggregate purchase value (assuming 100% ownership) of the initial portfolio of eleven assets currently owned by DDR and DDR joint ventures is approximately $730 million and MDT will operate with a targeted leverage ratio of 50%.

 


 

     MDT, which is expected to be listed on the Australian Stock Exchange during the fourth quarter, will own an 81% interest in the 11 asset portfolio. DDR will retain a 14.5% effective ownership interest in the assets and MBL will own the remaining 4.5%. DDR will be responsible for all day-to-day operations of the properties and will receive fees for property management, leasing, construction management, acquisitions, due diligence, dispositions (including outparcel sales), and financing. The Company will also receive base asset management fees and incentive fees based on the performance of MDT.

     It is anticipated that an additional asset in Minneapolis, MN (Coon Rapids — Inner Quadrant) will be sold to MDT after construction and leasing are completed, subject to the satisfaction of MDT’s investment criteria and the availability of financing. MDT will have a two year right of first offer on twenty pre-determined joint venture and wholly owned assets currently in DDR’s portfolio. MDT also is expected to pursue acquisitions of additional stabilized, institutional-quality community center properties.

     DDR is expected to receive approximately $185 million in cash and retain a $53 million equity investment in the joint venture, representing its 14.5% effective ownership interest. The newly formed joint venture is expected to carry approximately $374 million in debt, or approximately 50% of total asset value. The interest rate for this debt will generally be structured with 80% fixed and 20% floating. The new fixed rate financing will have a weighted average interest rate of approximately 4.40% and the floating rate debt will have an estimated initial weighted average interest rate of 3.85%. A portion of the initial outstanding floating rate debt reflects financing to MDT under its anticipated $100 million secured revolving credit facility.

     The aggregate size of the MDT portfolio is approximately 5.4 million square feet of total GLA (of which 4.8 million is owned GLA), and the average size of the eleven properties is approximately 490,000 square feet of total GLA. The Company currently holds seven of the MDT portfolio assets in existing joint ventures. These properties are located in Boston (Framingham), Massachusetts; Chicago (Schaumburg), Illinois; Minneapolis (Coon Rapids), Minnesota; Atlanta, Georgia; Washington, D.C. (Fairfax, Virginia); Atlanta (Marietta), Georgia and Naples, Florida. The remaining four assets are wholly owned by DDR and located in St. Paul, Minnesota; Kansas City (Independence), Missouri; Canton, Ohio and Cleveland (N. Olmsted), Ohio.

     MDT will be governed by a board of directors that include three members from DDR, three members from MBL and two independent members to be selected after the listing of MDT.

Expansions:

     For the nine month period ended September 30, 2003, the Company completed expansions and redevelopments at nine shopping centers located in Birmingham, Alabama; Bayonet Point, Florida; Brandon, Florida; Tucker, Georgia; Fayetteville, North Carolina; North Canton, Ohio; Erie, Pennsylvania; Riverdale, Utah and Taylorsville, Utah at an aggregate cost of approximately $26.8 million. The Company is currently expanding/redeveloping four shopping centers located in North Little Rock, Arkansas; Aurora, Ohio; Tiffin, Ohio and Monaca, Pennsylvania at a projected incremental cost of approximately $22.9 million. The Company is also scheduled to commence two additional expansion projects at the Princeton, New Jersey and Starkville, Mississippi shopping centers.

     For the nine month period ended September 30, 2003, the Company’s joint ventures completed expansions and redevelopments at three shopping centers located in San Ysidro, California; Shawnee, Kansas and North Olmsted, Ohio at an aggregate cost of approximately $9.7 million. The Company’s joint ventures are currently expanding/redeveloping a shopping center located in Deer Park, Illinois at a projected incremental cost of approximately $13.9 million.

 


 

Development (Consolidated):

     During the nine month period ended September 30, 2003, the Company completed the construction of ten shopping centers located in Fayetteville, Arkansas; Aurora, Colorado; Parker, Colorado; Parker South, Colorado; Lithonia, Georgia; McDonough, Georgia; Coon Rapids (Minneapolis) Minnesota; St. John’s, Missouri; Erie, Pennsylvania and Frisco, Texas.

     The Company currently has 15 shopping center projects under construction, 10 of which resulted from the merger with JDN. These projects are located in Meridian, Idaho (Phase II of the existing shopping center); Long Beach, California; Sacramento, California; Fort Collins, Colorado; Overland Park, Kansas; Chesterfield, Michigan; Grandville, Michigan; Lansing, Michigan; St. Louis, Missouri; Apex, North Carolina; Hamilton, New Jersey; Mount Laurel, New Jersey; Pittsburgh, Pennsylvania; Irving, Texas and Mesquite, Texas. These projects are scheduled for completion during 2003 and 2004 and will create an additional 3.6 million square feet of retail space.

     The Company anticipates commencing construction in 2004 on two additional shopping centers located in Norwood, Massachusetts and McKinney, Texas.

Development (Joint Ventures):

     The Company has joint venture development agreements for three shopping center projects. These three projects have an aggregate projected cost of approximately $97.8 million and are currently scheduled for completion during 2003 and 2004. At September 30, 2003, approximately $90.3 million of costs were incurred in relation to these development projects. The projects located in Long Beach, California (City Place) and Austin, Texas are being financed through the Prudential/DDR Retail Value Fund. The other project is located in St. Louis, Missouri.

Dispositions:

     In September 2003, one of the Company’s RVIP joint ventures sold two west coast shopping centers, a 103,000 square foot shopping center located in suburban Sacramento, California for approximately $19.3 million and a 109,000 square foot shopping center located in Fullerton, California for approximately $15.0 million and recognized a gain of approximately $12.5 million of which the Company’s proportionate share was $2.5 million. In October 2003, this joint venture also sold a 208,000 square foot shopping center located in Bellingham, Washington for approximately $23.5 million.

     In September 2003, the Company sold a 57,000 square foot shopping center located in Nacogdoches, Texas for approximately $5.7 million and in October 2003, the Company sold a 123,000 square foot shopping center located in Decatur, Alabama for approximately $6.9 million. The Company acquired both of these properties in the merger with JDN Realty in March 2003. Additionally, in October 2003, the Company sold a 92,000 square foot shopping center located in St. Louis, Missouri for approximately $3.3 million.

Financings:

     In July 2003, the Company sold $205 million of Class H Cumulative Redeemable Preferred Shares with an annual dividend coupon of 7.375%. In addition, the Company called all outstanding shares of its 8.375% Class C Depositary Cumulative Preferred Shares aggregating $100 million in July 2003, all outstanding shares of its 8.68% Class D Depositary Cumulative Preferred Shares aggregating $54 million in August 2003 and all outstanding shares of its 9.375% Voting Preferred Shares aggregating $50 million in September 2003.

 


 

     In July 2003, the Company issued $300 million of seven-year senior unsecured notes with a coupon rate of 4.625%. These notes are due August 1, 2010 and were offered at 99.843% of par. Proceeds from this offering were used to repay borrowings under the Company’s unsecured credit facility and to selectively prepay secured mortgage financing.

     Developers Diversified Realty Corporation currently owns and manages over 360 retail operating and development properties in 44 states comprising approximately 82 million square feet of real estate. DDR is a self-administered and self-managed real estate investment trust (REIT) operating as a fully integrated real estate company which acquires, develops, leases and manages shopping centers.

     A copy of the Company’s Supplemental Financial/Operational package is available to all interested parties upon written request at our corporate office to Michelle A. Mahue, Vice President of Investor Relations, Developers Diversified Realty Corporation, 3300 Enterprise Parkway, Beachwood, OH 44122 or on our Website which is located at http:/www.ddr.com.

     Developers Diversified Realty Corporation considers portions of this information to be forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21 E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including, among other factors, local conditions such as oversupply of space or a reduction in demand for real estate in the area, competition from other available space, dependence on rental income from real property or the loss of a major tenant. For more details on the risk factors, please refer to the Company’s Form on 10-K as of December 31, 2002.

 


 

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

                                         
            Three Month Period   Nine Month Period
            Ended September 30,   Ended September 30,
           
 
            2003(F)   2002   2003(F)   2002
           
 
 
 
Revenues:
                               
 
Minimum rent (A)
  $ 89,894     $ 65,934     $ 255,267     $ 187,198  
 
Percentage and overage rents (A)
    769       812       3,247       2,282  
 
Recoveries from tenants
    24,972       18,446       67,878       50,723  
 
Ancillary income
    537       502       1,333       1,167  
 
Other property related income
    369       615       677       1,189  
 
Management fee income
    2,601       2,427       7,733       7,789  
 
Development fees
    303       1,236       976       2,042  
 
Interest income
    1,133       1,496       3,892       4,056  
 
Other (B)
    3,599       155       9,520       4,895  
 
   
     
     
     
 
 
    124,177       91,623       350,523       261,341  
 
   
     
     
     
 
Expenses:
                               
 
Operating and maintenance
    15,653       10,810       43,962       29,942  
 
Real estate taxes
    15,987       11,294       42,491       32,041  
 
General and administrative (C)
    9,088       6,632       28,001       20,012  
 
Interest
    23,515       19,700       65,620       57,588  
 
Impairment charge (D)
                2,640        
 
Depreciation and amortization
    24,760       18,415       68,840       56,645  
 
   
     
     
     
 
 
    89,003       66,851       251,554       196,228  
 
   
     
     
     
 
Income before equity in net income of joint ventures, minority equity interests, income tax expense, discontinued operations and gain on sales of real estate and real estate investments
    35,174       24,772       98,969       65,113  
Equity in net income of joint ventures (E)
    6,852       4,781       23,748       22,398  
Minority equity interests (F)
    (864 )     (5,570 )     (4,802 )     (16,770 )
Income tax expense of taxable REIT subsidiary
    (130 )           (130 )      
 
   
     
     
     
 
Income from continuing operations
    41,032       23,983       117,785       70,741  
Income (loss) from discontinued operations (G)
    59       1,035       1,848       (1,377 )
 
   
     
     
     
 
Income before gain on sales of real estate and real estate investments
    41,091       25,018       119,633       69,364  
Gain on sales of real estate and real estate investments, net of tax
    897       159       29,142       2,988  
 
   
     
     
     
 
Net income
  $ 41,988     $ 25,177     $ 148,775     $ 72,352  
 
   
     
     
     
 
Net income, applicable to common shareholders (H)
  $ 24,525     $ 18,687     $ 108,175     $ 46,241  
 
   
     
     
     
 
Funds From Operations (“FFO”):
                               
 
Net income applicable to common shareholders (H)
  $ 24,525     $ 18,687     $ 108,175     $ 46,241  
 
Depreciation and amortization of real estate investments
    24,319       18,029       68,013       56,237  
 
Equity in net income of joint ventures
    (6,852 )     (4,781 )     (23,748 )     (22,398 )
 
Joint ventures’ FFO (E)
    8,872       8,794       24,815       32,145  
 
Minority equity interests (OP Units)
    444       342       1,303       1,104  
 
(Gain) loss on sales and impairment charge on depreciable real estate and real estate investments, net
          (468 )     (24,377 )     3,058  
 
   
     
     
     
 
 
FFO available to common shareholders
    51,308       40,603       154,181       116,387  
   
Preferred dividends (H)
    17,463       6,490       40,600       26,111  
 
   
     
     
     
 
 
FFO (H)
  $ 68,771     $ 47,093     $ 194,781     $ 142,498  
 
   
     
     
     
 
 
Per share data: (H)
                               
     
Earnings per common share
                               
       
Basic
  $ 0.29     $ 0.29     $ 1.34     $ 0.73  
 
   
     
     
     
 
       
Diluted
  $ 0.28     $ 0.28     $ 1.32     $ 0.72  
 
   
     
     
     
 
 
Dividends Declared
  $ 0.41     $ 0.38     $ 1.23     $ 1.14  
 
   
     
     
     
 
 
Funds From Operations — Basic (I), (H)
  $ 0.59     $ 0.62     $ 1.89     $ 1.80  
 
   
     
     
     
 
 
Funds From Operations – Diluted (I), (H)
  $ 0.58     $ 0.61     $ 1.86     $ 1.77  
 
   
     
     
     
 
 
Basic – average shares outstanding (thousands)
    80,447       64,712       82,756       63,395  
 
   
     
     
     
 
 
Diluted — average shares outstanding (thousands)
    85,997       65,761       87,066       64,451  
 
   
     
     
     
 

 


 

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

(A)   Increases in base and percentage rental revenues for the nine month period ended September 30, 2003 as compared to 2002, aggregated $67.3 million consisting of $2.9 million related to leasing of core portfolio properties (an increase of 2.1% from 2002), $20.2 million from the acquisition of thirteen shopping centers in 2002 and 2003, $49.1 million is attributed to the JDN merger and $2.0 million related to developments and redevelopments. These amounts were offset by a decrease of $0.9 million relating to the business center properties and $6.0 million due to the transfer of eight properties to joint ventures in 2002 and 2003. Included in the rental revenues for the nine month period ended September 30, 2003 and 2002 is approximately $4.8 million and $3.1 million, respectively, of revenue resulting from the recognition of straight line rents.

(B)   Other income for the three month period ended September 30, 2003 and 2002 included approximately $3.7 million and $0.2 million, respectively, in lease termination revenue. Other income for the nine month period ended September 30, 2003 and 2002 included approximately $6.5 million and $3.0 million in lease termination revenue, respectively. Other income for the nine month period ended September 30, 2003 includes approximately $2.4 million of income from the settlement of a call option relating to the MOPPRS debt assumed from JDN. Included in other income for the nine month period ended September 30, 2003 and 2002 was approximately $1.1 million and $2.4 million, respectively, primarily associated with the sale of certain option rights (2003), the sale of development rights to the Wilshire project in Los Angeles, California (2002), financing and other miscellaneous fees. Offsetting these revenues for the nine months ended September 30, 2003 and 2002 was a charge of $0.5 million relating to the write-off of abandoned development projects in each year.

(C)   General and administrative expenses include internal leasing salaries, legal salaries and related expenses associated with the releasing of space, which are charged to operations as incurred. For the nine month periods ended September 30, 2003 and 2002, general and administrative expenses were approximately 5.1% and 4.4%, respectively, of total revenues, including joint venture revenues, for each period. In addition to increases attributable to the merger with JDN in March 2003, included in the nine month period ended September 30, 2003 general and administrative expense is approximately $2.8 million of non-cash executive management incentive compensation primarily associated with performance unit grants which compares to $1.1 million in 2002. The increase of $1.7 million is attributed to the increase in the Company’s stock price in 2003. Excluding this additional non-cash incentive compensation, general and administrative expense, as a percentage of total revenues, including joint venture revenues, was approximately 4.8%.

(D)   Impairment charge relates to the potential sale of two shopping center assets, aggregating 150,000 square feet of GLA, in 2003 with a projected loss of approximately $2.6 million. One of these properties sold in October 2003.

 


 

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

(E)   The following is a summary of the Company’s share of the combined operating results relating to its joint ventures (in thousands):

                                   
      Three month period   Nine month period
      ended September 30,   ended September 30,
     
 
      2003 (b)   2002 (b)   2003 (b)   2002 (b)
     
 
 
 
Revenues from operations (a)
  $ 64,933     $ 55,588     $ 190,778     $ 166,498  
 
   
     
     
     
 
Operating expense
    21,526       18,998       68,601       57,883  
Depreciation and amortization of real estate investments
    11,536       7,686       32,226       23,180  
Interest expense
    19,848       16,521       59,777       49,639  
 
   
     
     
     
 
 
    52,910       43,205       160,604       130,702  
 
   
     
     
     
 
Income from operations before gain on sale of real estate and real estate investments and discontinued operations
    12,023       12,383       30,174       35,796  
Gain on sale of real estate and real estate investments
    1,603       2,420       3,935       13,697  
Income from discontinued operations
    (227 )     2,013       396       7,427  
Gain on sale of discontinued operations
    12,446             53,333       15,596  
 
   
     
     
     
 
Net income
  $ 25,845     $ 16,816     $ 87,838     $ 72,516  
 
   
     
     
     
 
DDR Ownership interests (b)
  $ 7,148     $ 4,775     $ 24,678     $ 24,103  
 
   
     
     
     
 
Funds From Operations from joint ventures are summarized as follows:
                               
 
Net income
  $ 25,845     $ 16,816     $ 87,838     $ 72,516  
 
(Gain) loss on sale of real estate and real estate investments, including discontinued operations
    (12,181 )     273       (53,069 )     (15,075 )
 
Depreciation and amortization of real estate investments
    11,627       8,537       33,109       26,822  
 
   
     
     
     
 
 
  $ 25,291     $ 25,626     $ 67,878     $ 84,263  
 
   
     
     
     
 
 
DDRC Ownership interests (b)
  $ 8,872     $ 8,794     $ 24,815     $ 32,145  
 
   
     
     
     
 
 
DDRC Partnership distributions received, net
  $ 19,940     $ 9,700     $ 54,149     $ 47,854  
 
   
     
     
     
 

  (a)   Revenues for the three month periods ended September 30, 2003 and 2002 included approximately $0.9 million and $0.7 million, respectively, resulting from the recognition of straight line rents of which the Company’s proportionate share is $0.3 million and $0.2 million, respectively. Revenues for the nine month periods ended September 30, 2003 and 2002 included approximately $2.5 million in each year resulting from the recognition of straight line rents, of which the Company’s proportionate share is $0.6 million and $0.9 million, respectively.

  (b)   At September 30, 2003 and 2002, the Company owned joint venture interests relating to 52 and 49 shopping center properties, respectively. In addition, at September 30, 2003 and 2002, respectively, the Company owned through its approximately 25% owned joint venture, 75 and 117 shopping center sites formerly owned by Service Merchandise.

    The Company’s share of joint venture net income has been reduced by $0.9 million and $1.9 million for the nine month periods ended September 30, 2003 and 2002, respectively, to reflect additional basis depreciation and the elimination of gain on sale in relation to a property acquired by the Company from a joint venture.

 


 

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

(F)   Minority Equity Interests are comprised of the following:

                                 
    Three Month Period   Nine Month Period
    Ended September 30,   Ended September 30,
   
 
    2003   2002   2003   2002
   
 
 
 
Minority interests
  $ 420     $ 458     $ 1,263     $ 1,355  
Preferred Operating Partnership Units
          4,770       2,236       14,311  
Operating Partnership Units
    444       342       1,303       1,104  
 
   
     
     
     
 
 
  $ 864     $ 5,570     $ 4,802     $ 16,770  
 
   
     
     
     
 

         The financial statement amounts presented herein do not reflect the adoption of SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“SFAS 150”) with respect to minority interests in entities that are considered mandatorily redeemable financial instruments. It is our understanding that the Financial Accounting Standards Board (“FASB”) voted to defer the adoption of the provisions in SFAS 150 that relate to mandatorily redeemable noncontrolling interests at its meeting on October 29, 2003. We will incorporate a discussion in the Company’s Form 10-Q for the period ended September 30, 2003 reflecting the decisions reached in the FASB Staff Position regarding this matter.

(G)   The operating results relating to assets classified as discontinued operations are summarized as follows in thousands):

                                   
      Three Month Period   Nine Month Period
      Ended September 30,   Ended September 30,
     
 
      2003   2002   2003   2002
     
 
 
 
Revenues
  $ 133     $ 1,289     $ 1,351     $ 4,239  
 
   
     
     
     
 
Expenses:
                               
 
Operating
    44       331       178       1,026  
 
Interest
    13       180       209       591  
 
Depreciation
    17       211       322       941  
 
   
     
     
     
 
 
    74       722       709       2,558  
 
   
     
     
     
 
 
    59       567       642       1,681  
Gain on sales of real estate and (impairment charge), net
          468       1,206       (3,058 )
 
   
     
     
     
 
 
  $ 59     $ 1,035     $ 1,848     $ (1,377 )
 
   
     
     
     
 

(H)   As previously announced, DDR has complied with the Security and Exchange Commission (“SEC”) July 31, 2003’s Staff Policy statement that clarifies EITF Topic No. D-42, “The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock,” and restated net income available to common shareholders for fiscal year 2002 and recorded the charges related to the 2003 transactions. As a result of this change in accounting principle, the Company has recorded a charge of $5.7 million for the three months ended September 30, 2003 and $10.7 million and $5.5 million for the nine months ended September 30, 2003 and 2002, respectively, to net income available to common shareholders and FFO.

(I)     For purposes of computing FFO per share (basic), the weighted average shares outstanding were adjusted to reflect the conversion, on a weighted average basis of 1.1 million and 0.9 million Operating Partnership Units (OP Units) outstanding at September 30, 2003 and 2002 into 1.1 million and 1.0 million common shares of the Company for the three and nine month periods ended September 30, 2003 and 2002, respectively. The weighted average diluted shares and OP Units outstanding were 88.3 million and 66.9 million for the three month periods ended September 30, 2003 and 2002, respectively, and 82.9 million and 65.6 million for the nine month periods ended September 30, 2003 and 2002, respectively.

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(In thousands)

Selected Balance Sheet Data:

                     
        September 30, 2003 (A)   December 31, 2002
       
 
Assets:
               
Real estate and rental property:
               
   
Land
  $ 843,376     $ 488,292  
   
Buildings
    2,676,442       2,109,675  
   
Fixtures and tenant improvements
    81,863       72,674  
   
Land under development
    71,180       20,028  
   
Construction in progress
    188,148       113,387  
   
 
   
     
 
 
    3,861,009       2,804,056  
Less accumulated depreciation
    (457,610 )     (408,792 )
   
 
   
     
 
Real estate, net
    3,403,399       2,395,264  
Cash
    18,474       16,371  
Advances to and investments in joint ventures
    325,825       258,610  
Notes receivable
    10,985       11,662  
Receivables, including straight line rent
    77,562       60,074  
Other assets
    81,948       34,871  
   
 
   
     
 
 
  $ 3,918,193     $ 2,776,852  
   
 
   
     
 
Liabilities:
               
Indebtedness:
               
 
Revolving credit facilities
  $ 148,500     $ 446,000  
 
Variable rate unsecured term debt
    300,000       22,120  
 
Unsecured debt
    839,822       404,900  
 
Mortgage and other secured debt
    830,454       625,778  
   
 
   
     
 
 
    2,118,776       1,498,798  
 
Dividends payable
    38,688       25,378  
 
Other liabilities
    145,029       92,070  
   
 
   
     
 
 
    2,302,493       1,616,246  
Minority interests
    44,499       215,045  
Shareholders’ equity
    1,571,201       945,561  
   
 
   
     
 
 
  $ 3,918,193     $ 2,776,852  
   
 
   
     
 

(A) See Footnote F on previous page.

 


 

DEVELOPERS DIVERSIFIED REALTY CORPORATION
Financial Highlights
(in thousands)

Selected Balance Sheet Data (Continued):

Combined condensed balance sheets relating to the Company’s joint ventures are as follows:

                   
      September 30,   December 31,
      2003   2002
     
 
Land
  $ 442,706       368,520  
Buildings
    1,331,606       1,219,947  
Fixtures and tenant improvements
    29,730       24,356  
Construction in progress
    147,932       91,787  
 
   
     
 
 
    1,951,974       1,704,610  
Accumulated depreciation
    (158,929 )     (153,537 )
 
   
     
 
Real estate, net
    1,793,045       1,551,073  
Receivables, including straight line rent, net
    57,365       64,642  
Investment in joint ventures
    14,283       12,147  
Leasehold interests
    25,472       26,677  
Other assets
    87,705       80,285  
 
   
     
 
 
  $ 1,977,870     $ 1,734,824  
 
   
     
 
Mortgage debt (a)
  $ 1,238,499     $ 1,129,310  
Notes and accrued interest payable to DDRC
    129,627       106,485  
Amounts payable to other partners
    44,533       71,153  
Other liabilities
    78,004       61,898  
 
   
     
 
 
    1,490,663       1,368,846  
 
Accumulated equity
    487,207       365,978  
 
   
     
 
 
  $ 1,977,870     $ 1,734,824  
 
   
     
 

(a)   The Company’s proportionate share of joint venture debt aggregated approximately $396.4 million and $387.1 million at September 30, 2003 and December 31, 2002, respectively.