Business context and reporting period
DDR Corp. (the registrant named in the filing) reported unaudited results for the quarter and nine months ended September 30, 2013. The filing describes a shopping-center REIT operating in the United States, Puerto Rico and Brazil. The request identifies SITE Centers Corp.; that name does not appear as the registrant in the supplied filing text, so verify the entity and filing match.
Financial and operating highlights
| Metric | Q3 2013 / September 30, 2013 | Comparable period / prior year-end |
|---|---|---|
| Revenue | $219.4 million for the quarter; $640.0 million for nine months | $197.3 million and $571.1 million, respectively, in 2012 |
| Net income (loss) attributable to common shareholders | $(7.0) million, or $(0.02) per share, for the quarter; $(43.7) million, or $(0.14) per share, for nine months | $13.3 million, or $0.04 per share, for Q3 2012; $(53.2) million, or $(0.19) per share, for nine months 2012 |
| FFO attributable to common shareholders | $89.9 million for the quarter; $252.4 million for nine months | $112.7 million and $250.5 million, respectively |
| Operating FFO attributable to common shareholders | $90.0 million for the quarter; $262.2 million for nine months | $82.9 million and $221.3 million, respectively |
| Cash flow from operating activities | $276.7 million for nine months | $197.4 million in nine months 2012 |
| Cash and cash equivalents | $35.4 million | $31.2 million at December 31, 2012 |
| Total debt | $4.596 billion | $4.319 billion at December 31, 2012 |
| Equity / total assets | Total equity $3.352 billion; total assets $8.345 billion | Total equity $3.366 billion; total assets $8.056 billion at December 31, 2012 |
- Q3 rental revenue and tenant recoveries increased, but expenses rose faster: rental operating expenses were $180.8 million versus $136.7 million. Q3 included $24.1 million of impairment charges, compared with $2.6 million.
- For nine months, investing used $395.5 million and financing provided $122.9 million; cash increased by approximately $4.1 million, before exchange-rate effects.
- At September 30, the $815 million revolving facilities had $42.9 million drawn and $10.9 million of letters of credit, leaving $761.2 million of borrowing capacity. The company reported compliance with debt covenants.
- Portfolio occupancy was 92.1%, up from 91.3% a year earlier; annualized base rent per occupied square foot was $14.00 versus $13.79. Comparable-property occupancy was 93.1%.
Changes versus prior comparable periods
- Q3 common-shareholder results shifted from income to a loss, primarily reflecting higher property expenses and impairments and the absence of the prior-year $40.6 million gain on change in control of interests.
- Nine-month common-shareholder losses narrowed year over year. FFO rose slightly, while Operating FFO increased more substantially; management cited organic growth and net acquisitions as key drivers.
- Nine-month revenue grew 12.1%, with management attributing most of the increase in base and percentage rents to acquisitions, alongside comparable-property growth.
- Debt rose by $276.9 million from year-end 2012, while reported cash remained modest. The company issued $300 million of 3.375% notes due 2023 and completed common- and preferred-equity transactions.
Outlook, risks and unusual items
- Management emphasized acquiring higher-quality “Prime” centers, selling non-prime assets, improving portfolio quality and lowering leverage and cost of capital. It reported strong leasing demand, positive rental spreads and a favorable outlook for quality retail locations, but gave no specific earnings or FFO guidance in the supplied text.
- In October 2013, after quarter-end, DDR acquired its partner’s interest in 30 shopping centers in a transaction valued at approximately $1.46 billion. It assumed $792.9 million of mortgage debt, repaid $139.0 million of it at closing, and used debt and common-equity proceeds to help fund the deal. The company expected to record a gain on change in control; the filing does not provide a clear amount.
- Management expected approximately $6.7 million of higher interest expense over the next 12 months from interest-rate-contract reclassifications and amortization. A 100-basis-point increase in short-term rates was estimated to add about $2.5 million to company interest expense for the nine-month period, plus $1.5 million for its proportionate share of joint-venture expense.
- Impairment charges for nine months were $66.8 million, including $54.1 million in continuing operations and $12.7 million in discontinued operations. Management said assets marketed for sale drove much of the impairment activity.
- A Coventry-related lawsuit sought at least $500 million plus punitive damages. A court dismissed most claims in April 2013; limited contract claims remained and appeals were pending. No loss provision was recorded because management did not deem a loss probable or estimable.
- Separately, DDR alleged that a service provider diverted approximately $11 million intended for vendors. The provider asserted that about $5 million was allegedly owed; DDR disputed the claim and pursued litigation. The filing does not state a clear estimated financial exposure for this dispute.
- Other risk factors include retail tenant and economic conditions, refinancing and interest-rate risk, joint-venture funding and debt defaults, foreign-currency exposure, development execution, and potential asset-sale losses. The company disclosed $352.6 million of mortgage debt maturing in 2014 and no unsecured maturities until May 2015.
Most important facts for investors to verify
- Confirm that this DDR Corp. 10-Q is the intended filing for the requested SITE Centers Corp. entity.
- Review the October 2013 30-center acquisition’s final financing, debt assumed or repaid, share issuance, and realized accounting gain.
- Assess whether occupancy, rents and leasing spreads translate into sustainable cash earnings after impairments, interest expense and capital needs; distinguish GAAP results from non-GAAP FFO measures.
- Verify debt maturities, covenant headroom, available revolver capacity and the effect of rates on consolidated and joint-venture obligations.
- Track developments in the Coventry litigation, the service-provider dispute, troubled Coventry II joint ventures, and assets held or marketed for sale.