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Earnings and Dividends Per Share
12 Months Ended
Dec. 31, 2011
Earnings and Dividends Per Share [Abstract]  
Earnings and Dividends Per Share

15.    Earnings and Dividends Per Share

The Company’s unvested restricted share units contain rights to receive nonforfeitable dividends, and thus are participating securities requiring the two-class method of computing earnings per share (“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 common 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 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,  
    2011     2010     2009  

Basic Earnings:

                       

Continuing Operations:

                       

Loss from continuing operations

  $ (42,582   $ (164,050   $ (230,856

Plus: Gain on disposition of real estate

    7,079       1,318       9,127  

Plus: Income (loss) attributable to non-controlling interests

    3,543       12,071       (711
   

 

 

   

 

 

   

 

 

 

Loss from continuing operations attributable to DDR

    (31,960     (150,661     (222,440

Write-off of preferred share original issuance costs

    (6,402            

Preferred dividends

    (31,587     (42,269     (42,269
   

 

 

   

 

 

   

 

 

 

Basic — Loss from continuing operations attributable to DDR common shareholders

    (69,949     (192,930     (264,709

Less: Earnings attributable to unvested shares and operating partnership units

    (488     (155     (259
   

 

 

   

 

 

   

 

 

 

Basic — Loss from continuing operations

  $ (70,437   $ (193,085   $ (264,968

Discontinued Operations:

                       

Income (loss) from discontinued operations

    16,106       (84,989     (181,911

Plus: Income attributable to non-controlling interests

          26,292       47,758  
   

 

 

   

 

 

   

 

 

 

Basic — Income (loss) from discontinued operations

    16,106       (58,697     (134,153
   

 

 

   

 

 

   

 

 

 

Basic Net loss attributable to DDR common shareholders after allocation to participating securities

  $ (54,331   $ (251,782   $ (399,121
   

 

 

   

 

 

   

 

 

 

Diluted Earnings:

                       

Continuing Operations:

                       

Basic Loss from continuing operations attributable to DDR common shareholders

  $ (69,949   $ (192,930   $ (264,709

Less: Fair value of Otto Family warrants

    (21,926            

Less: Earnings attributable to unvested shares and operating partnership units

    (488     (155     (259
   

 

 

   

 

 

   

 

 

 

Diluted — Loss from continuing operations

  $ (92,363   $ (193,085   $ (264,968
       

Discontinued Operations:

                       

Basic — Income (loss) from discontinued operations

    16,106       (58,697     (134,153
   

 

 

   

 

 

   

 

 

 

Diluted — Net loss attributable to DDR common shareholders after allocation to participating securities

  $ (76,257   $ (251,782   $ (399,121
   

 

 

   

 

 

   

 

 

 

Number of Shares:

                       

Basic — Average shares outstanding

    270,278       244,712       158,816  
   

 

 

   

 

 

   

 

 

 

Effective of dilutive securities Warrants

    1,194              
   

 

 

   

 

 

   

 

 

 

Diluted — Average shares outstanding

    271,472       244,712       158,816  
   

 

 

   

 

 

   

 

 

 

Basic Earnings Per Share:

                       

Loss from continuing operations attributable to DDR common shareholders

  $ (0.26   $ (0.79   $ (1.67

Income (loss) from discontinued operations attributable to DDR common shareholders

    0.06       (0.24     (0.84
   

 

 

   

 

 

   

 

 

 

Net loss attributable to DDR common shareholders

  $ (0.20   $ (1.03   $ (2.51
   

 

 

   

 

 

   

 

 

 

Dilutive Earnings Per Share:

                       

Loss from continuing operations attributable to DDR common shareholders

  $ (0.34   $ (0.79   $ (1.67

Income (loss) from discontinued operations attributable to DDR common shareholders

    0.06       (0.24     (0.84
   

 

 

   

 

 

   

 

 

 

Net loss attributable to DDR common shareholders

  $ (0.28   $ (1.03   $ (2.51
   

 

 

   

 

 

   

 

 

 

Basic average shares outstanding do not include restricted shares totaling 1,912,736; 1,860,064 and 1,143,000 that were not vested at December 31, 2011, 2010, and 2009, respectively.

Dilutive Securities:

 

   

Warrants to purchase 10.0 million common shares issued in 2009 were dilutive for 2011 and are included in the calculation of diluted EPS. In 2010 and 2009, these warrants were not included in the computation of diluted EPS, as the warrants were anti-dilutive. The warrants were exercised in March 2011. The 15.0 million common shares issued in May 2009 and the 15.0 million common shares issued in September 2009 related to the Otto Transaction were included in basic and diluted EPS from the date of issuance (Note 10).

Anti-Dilutive Securities:

 

   

Options to purchase 2.7 million, 3.2 million and 3.4 million common shares were outstanding at December 31, 2011, 2010 and 2009, respectively (Note 14). These outstanding options were not considered in the computation of diluted EPS for all of the periods presented, as the options were anti-dilutive due to the Company’s loss from continuing operations.

 

   

Shares subject to issuance under the Company’s VSEP (Note 14) were not included in the computation of diluted EPS for all periods presented because the shares were considered anti-dilutive due to the Company’s loss from continuing operations.

 

   

The exchange into common shares associated with OP Units was not included in the computation of diluted shares outstanding for 2011, 2010 or 2009 because the effect of assuming conversion was anti-dilutive (Note 10).

 

   

The Company’s two series of Senior Convertible Notes due 2012 and 2040, which are convertible into common shares of the Company with conversion prices of approximately $74.56 and $16.19, respectively, at December 31, 2011, were not included in the computation of diluted EPS for 2011, 2010 and 2009 because the Company’s common share price did not exceed the conversion prices of the conversion features (Note 7) in these periods and would therefore be anti-dilutive. The Senior Convertible Notes due 2040 were not outstanding at December 31, 2009. The Company’s Senior Convertible Notes due 2011, which were convertible into common shares of the Company at a conversion price of approximately $64.23 at December 31, 2010 and 2009, were not included in the computation of diluted EPS for 2011, 2010 and 2009 because the Company’s common share price did not exceed the conversion prices of the conversion features in these periods and would therefore be anti-dilutive. The Senior Convertible Notes due 2011 were repaid at maturity in August 2011. In addition, the purchased options related to two of the Senior Convertible Notes due 2011 and 2012 were not included in the computation of diluted EPS for all periods presented, as the purchase options were anti-dilutive.

 

   

The forward equity agreement entered into in March 2011 for 9.5 million common shares was not included in the computation of diluted EPS using the treasury stock method for the year ended December 31, 2011, due to the Company’s loss from continuing operations. These shares were issued in April 2011. This agreement was not in effect in 2010 and 2009.