August 4, 1998

Developers Diversified Realty Reports a 10.6 Percent Increase in Diluted FFO Per Share Second Quarter 1998 Operating Results as Compared to 1997

CLEVELAND, Aug. 4 /PRNewswire/ -- All information contained in this release pertaining to the number of common shares and per share amounts reflect the Company's two-for-one stock split which was effective August 3, 1998. Developers Diversified Realty Corporation (NYSE: DDR), a real estate investment trust ("REIT"), today announced that second quarter 1998 Funds From Operations ("FFO") grew 24.6%, to $26.9 million from second quarter 1997 FFO of $21.6 million. On a per share basis, FFO (basic) was $0.47 and $0.43 for the three month periods ended June 30, 1998 and 1997, respectively. FFO is a widely accepted measure of REIT performance. On a diluted basis, FFO per share was $0.46 and $0.41 for the three month periods ended June 30, 1998 and 1997, respectively.

FFO for the six months ended June 30, 1998 grew 26.6% to $51.9 million from 1997 FFO of $41.0 million. On a per share basis, FFO (basic) was $0.92 and $0.82 for the six month periods ended June 30, 1998 and 1997, respectively. On a diluted basis, FFO per share was $0.90 and $0.79 for the three month periods ended June 30, 1998 and 1997, respectively.

Commenting on today's announcement Scott A. Wolstein, DDR's chairman and chief executive officer commented, "We're pleased with these quarterly results which reflect that our Company continues to perform well on all cylinders, and that our portfolio continues to achieve positive rental growth."

Net income for the three month period ended June 30, 1998 was $19.1 million or $0.27 per share (basic) for the second quarter of 1998, an increase of 20.0% over second quarter 1997 net income of $15.9 million or $0.25 per share (basic). Net income for the six month period ended June 30, 1998 was $36.3 million or $0.52 per share (basic) as compared to $33.5 million or $0.53 per share (basic) in 1997.

Leasing:

Leasing and expansion activity continued to enhance operating results. Average annualized shopping center base rent per leased square foot, including those properties owned through joint ventures increased 3.6% to $8.54 at June 30, 1998, compared to $8.24 at June 30, 1997. Aggregate base and percentage revenues from 1997 Core Portfolio Properties (i.e. shopping center properties owned since January 1, 1997) increased approximately $3.3 million for the six months ended June 30, 1998, as compared to the same period in 1997, representing a 6.3% increase. At June 30, 1998 the in-place occupancy rate of the Company's portfolio was at 95.9% as compared to 94.7% at June 30, 1997. As of June 30, 1998, the Company's portfolio was actually 97.3% leased which includes leases signed where occupancy had not occurred as of that date.

For reporting tenants representing approximately 15.9 million square feet of the Company's shopping center portfolio, same store sales for the latest twelve month period increased 3.3% to $229 per square foot, compared to $222 per square foot for the previous twelve month period.

Expansions:

The Company is currently expanding/redeveloping ten of its shopping centers, listed below:

  • 82,000 square foot former Wal-Mart unit to be replaced by Sears in Mt. Vernon, Illinois along with a refurbishment of the center, which is currently underway
  • 190,000 square foot Wal-Mart Superstore expansion at Pamlico Plaza in Washington, North Carolina
  • 24,000 square foot expansion/redevelopment at Tarpon Square shopping center in Tarpon Springs, Florida, including Staples and additional retail space
  • 166,000 square foot Cinemark and Home Depot expansion/development at Macedonia Commons in Macedonia, Ohio
  • 45,000 square foot JoAnn, ETC. expansion/redevelopment at The Plazas at Great Northern in North Olmsted, Ohio
  • 66,300 square foot expansion/redevelopment at Berlin Mall in Berlin, Vermont where Wal-Mart is replacing Rich's Department Store
  • 18,000 square foot expansion at Barrington Town Square in Aurora, Ohio
  • 25,000 square foot Kmart Expansion at Paul Bunyan Mall in Bemidji, Minnesota
  • 64,000 square foot Wal-Mart expansion at River Towne Square in New Bern, North Carolina
  • 70,000 square foot Burlington Coat Factory expansion at Eastwood Festival in Birmingham, Alabama

The Company is also scheduled to commence expansion/redevelopment projects during the latter half of 1998 at seven additional shopping centers.

Acquisitions:

The following acquisitions occurred subsequent to March 31, 1998:

In April 1998, the Company acquired from Continental Real Estate, interests in three additional shopping centers located in the Columbus, Ohio area. Combined, these shopping centers will have approximately 1.0 million square feet of total gross leasable area. The Company's proportionate share of the investment cost will approximate $93.4 million upon completion of approximately 345,000 square feet which is currently under construction. The portion under construction has an estimated cost of approximately $42.4 million and the Company is scheduled to close on this investment periodically throughout 1998.

In April 1998, the Company acquired the remaining ownership interest in a 584,000 square foot shopping center in Princeton, New Jersey at a total cost of approximately $36.4 million for consideration in the form of $27.8 million of debt assumed and $0.8 million of operating partnership units and cash. The Company had invested approximately $7.8 million in the shopping center at the end of December 1997.

In July 1998, the Company acquired from Hermes Associates of Salt Lake City, Utah, nine shopping centers and eight additional expansion, development or redevelopment projects. The nine shopping centers total 2.8 million square feet of total gross leasable area. The total cost of this portfolio was approximately $310 million.

In July 1998, the Company also acquired the Phase II development of a 156,000 square foot shopping center in Tanasbourne, Oregon at an aggregate cost of approximately $21.9 million.

The Company acquired 13 shopping centers aggregating approximately 1.6 million square feet of GLA in the St. Louis area from the Sansone Company in July 1998. The Company also acquired a 50% investment the Sansone Group's operating company and several development properties. The total purchase price aggregated approximately $167 million.

On August 4, 1998 the Company, in a joint release with American Industrial Properties REIT (NYSE: IND) ("AIP"), announced the execution of a definitive agreement providing for the strategic investment in AIP by the Company. Under the terms of the Share Purchase Agreement dated to be effective as of July 30, 1998, The Company purchased 949,147 newly issued common shares of beneficial interest at $15.50 per share for approximately $14.7 million. Under the terms of a separate agreement, also dated to be effective as of July 30, 1998, the Company, in exchange for five industrial properties previously owned by the Company and valued at approximately $19.5 million, has acquired approximately 1.3 million additional newly issued AIP shares of beneficial interest. Combined, the Company's acquired shares represent 19.9% of AIP's outstanding shares prior to the Company's purchase. A second purchase by the Company of approximately 5.2 million newly issued shares of AIP for $81.0 million is subject to shareholder approval at a Special Meeting of AIP Shareholders to be held before the end of 1998. Concurrent with entering into the Agreement, AIP increased its Board of Trust Managers by four positions and appointed the Company's designees Scott A. Wolstein, Albert T. Adams, Robert H. Gidel and James A. Schoff to the Board. Mr. Wolstein has been named AIP's Chairman of the Board.

Developments:

The Company has commenced construction on two shopping centers. The first is a 200,000 square foot Phase II development located adjacent to the Company's Erie, Pennsylvania center, and is to be anchored by Home Depot (not owned by the Company), PETsMART and Circuit City. The second is a 445,000 gross square foot shopping center in Merriam, Kansas which is being developed through a joint venture formed in October 1996, 50% of which is owned by the Company. This center will be anchored by Home Depot (not owned by the Company), Cinemark Theaters, Hen House Supermarket, OfficeMax, Marshalls, Old Navy and PETsMART. Both the Erie, Pennsylvania (Phase II) and Merriam, Kansas shopping centers are scheduled for completion during the last half of 1998.

The Company has also commenced the initial development of three additional shopping centers: (i) a 240,000 square foot shopping center in Toledo, Ohio; (ii) a 170,000 square foot shopping center in Solon, Ohio and (iii) a 230,000 square foot shopping center in Oviedo, Florida (a suburb of Orlando). All three centers are scheduled for completion during the fourth quarter of 1998 and first half of 1999.

The Company has entered or intends to enter into agreements for seven additional projects with various developers throughout the country at a projected cost aggregating approximately $277 million. The majority of these projects should commence development in 1998 and are currently scheduled for completion in 1999 and 2000.

In May 1998, the Company formed DDR OliverMcMillian ("DDROM"), a new private REIT with OliverMcMillian, LLC, based in San Diego, California to develop, acquire, operate and manage urban entertainment and retail projects throughout the United States. DDROM's first investments will be the completion of eight OliverMcMillian initiated urban entertainment and retail projects located in Southern California, Reno, Nevada and Tacoma, Washington with a projected cost of approximately $256 million.

Financings:

In January 1998, the Company issued, through its Medium Term Note program, $100 million of senior unsecured fixed rate notes with a ten year maturity and a 6.63% coupon rate. The proceeds were used to repay variable rate borrowings on the Company's revolving credit facilities.

In March 1998, the Company announced that it increased the amount of its primary unsecured revolving credit facility to $250 million from $150 million, reduced the pricing to .85% over LIBOR from 1.10% over LIBOR and extended the term for an additional year through April 2001. The amended and restated facility also continues to provide for a competitive bid option for up to 50% of the facility amount. The Company recognized a non cash extraordinary charge of approximately $0.9 million ($0.02 per share) in the first quarter of 1998 relating to the write-off of unamortized deferred finance costs associated with the former revolving credit facility. In June 1998, the Company increased the amount of this unsecured revolving credit facility to $300 million from $250 million. The Company also increased the amount of its other unsecured revolving credit facility to $20 million from $10 million.

In June 1998, Moody's Investor Services announced an upgrade of the Company's senior debt to Baa2.

In April 1998, the Company completed a 669,639 common share offering through a registered unit investment trust and received net proceeds of approximately $25.3 million which were primarily used to repay variable rate borrowings on the Company's unsecured revolving credit facilities.

In July 1998, the Company completed the sale of 4,000,000 Class C depository preferred shares. The net proceeds of approximately $96.5 million were used to repay variable rate borrowings on the Company's unsecured revolving credit facilities.

In July 1998, the Company issued, pursuant to its Medium Term Note program, $100 million senior unsecured fixed rate notes with a 20 year maturity and a 7.5% coupon rate. The proceeds were used to repay variable rate borrowings on the Company's revolving credit facilities.

In July 1998, the Company announced that the board of directors approved a two-for-one stock split to shareholders of record on July 27, 1998. On August 3, 1998 each shareholder received one share of common stock for each share of common stock held. This stock split was effected in the form of a stock dividend.

Developers Diversified Realty Corporation is a fully-integrated real estate company which acquires, develops, owns, leases and manages shopping centers and business centers operating as a self-administered and self-managed Real Estate Investment Trust.

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 1993 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.

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

                               Three Month Period         Six Month Period
                                 Ended June 30,             Ended June 30,
                               1998         1997          1998         1997
    Revenues:
      Minimum rent (b)        $39,713     $29,637      $75,846      $57,204
      Percentage and
        overage rents (b)         824         550        1,927        1,607
      Recoveries from tenants   9,790       7,545       18,827       14,770
      Management fee income       808         792        1,564        1,515
      Other (c)                 1,845       2,342        4,315        3,224
        Total                  52,980      40,866      102,479       78,320

    Expenses:
      Operating and maintenance 4,210       3,450        8,264        7,124
      Real estate taxes         6,536       4,933       12,494        9,325
      General and
        administrative (b)      3,071       2,667        6,003        5,026
      Interest                 13,314       8,431       24,767       16,478
      Depreciation and
        amortization           10,084       7,800       19,220       15,206
        Total                  37,215      27,281       70,748       53,159

    Income before equity in
      net income of joint
      ventures, minority equity
      interests, gain on sales
      of real estate and
      extraordinary item       15,765      13,585       31,731       25,161
    Equity in net income of
      joint ventures (c)        3,473       2,617        5,712        5,334
    Minority equity interests    (101)       (261)        (291)        (526)
    Gain on sales of real estate   --          --           --        3,526
    Income before
      extraordinary item       19,137      15,941       37,152       33,495
    Extraordinary item -
      write off of unamortized
      deferred finance costs       --          --         (882)          --
    Net income                $19,137     $15,941      $36,270      $33,495
    Net income, applicable
      to common shareholders  $15,587     $12,391      $29,170      $26,395

    Funds From Operations ("FFO"):
      Net income applicable
        to common
        shareholders          $15,587     $12,391      $29,170      $26,395
      Depreciation and
        amortization of
        real property           9,933       7,711       18,969       15,302
      Equity in net income
        of joint ventures      (3,473)    ( 2,617)      (5,712)      (5,334)
      Joint ventures' FFO (e)   4,706       4,072        8,437        8,123
      Minority interest
        expense (OP Units)        101          --          111           --
      Extraordinary item           --          --          882           --
      Gain on sales of real
        estate                     --          --           --       (3,526)
        Total                 $26,854     $21,557      $51,857      $40,960

    Per share data: (a)
      Basic earnings per
      common share:
       Income before
         extraordinary item     $0.27       $0.25        $0.54        $0.53
       Extraordinary item          --          --         (.02)          --
       Net income               $0.27       $0.25        $0.52        $0.53
      Diluted earnings per
      common share:
       Income before
         extraordinary item     $0.27       $0.24        $0.52        $0.52
       Extraordinary item          --          --         (.02)          --
       Net income               $0.27       $0.24        $0.50        $0.52
      Dividends               $0.3275      $0.315       $0.655        $0.63
      Funds From Operations
        - Basic (f)             $0.47       $0.43        $0.92        $0.82
      Funds From Operations
        - Diluted (f)           $0.46       $0.41        $0.90        $0.79
      Basic - average shares
        outstanding
        (thousands)            56,703      50,328       56,105       49,682
      Diluted - average shares
        outstanding (thousands)58,003      51,226       57,394      $50,545

    (a)  Effective August 3, 1998, the Company executed a two-for-one stock
         split, for shareholders of record on July 27, 1998.  All per share
         information and number of shares outstanding reflects the stock
         split.

    (b)  Increases in shopping center base, percentage and overage rental
         revenues for the six months ended June 30, 1998 as compared to 1997,
         aggregated $19.0 million and consisted of $3.3 million relating to
         leasing and expansion of core portfolio properties (an increase of
         6.3% over 1997), $13.8 million relating to 1997 and 1998 acquisitions
         and $2.2 million relating to developments.  These increases were
         offset by a  decrease of $0.3 million relating to the sale of one
         shopping center in December 1997.  Included in the rental revenues
         for the six months ended June 30, 1998 and 1997 is approximately $1.5
         million and $0.8 million, respectively, of revenue resulting from the
         recognition of straight line rents primarily associated with recent
         acquisitions and developments.

    (c)  Other income for the six months ended June 30, 1998 included
         approximately $1.7 million in lease termination revenues and
         development fee income of which approximately $0.5 million is
         reflected in the three month period ended June 30, 1998.  Other
         income for the six month period ended June 30, 1997 included
         approximately $1.8 million of lease termination revenues and
         development fee income of which approximately $1.5 million is
         reflected in the three month period ended June 30, 1997.

    (d)  General and administrative expenses include internal leasing
         salaries, legal salaries and related expenses associated with the
         leasing of space which are charged to operations as incurred.  All
         internal costs associated with acquisitions are expensed as incurred.

    (e)  The following is a summary of the Company's combined operating
         results relating to joint ventures (in thousands):

                                   Three month period      Six month period
                                     ended  June 30,         ended June 30,
                                     1998        1997       1998       1997
    Revenues from operations (a)    $24,436     $20,648    $44,946    $39,952
    Operating expenses                5,740       5,067     10,529      9,726
    Depreciation                      3,492       2,962      6,537      5,666
    Interest expense                  9,515       7,291     17,642     13,719
      Total                          18,747      15,320     34,708     29,111

    Income before gain on sales
      of real estate                  5,689       5,328     10,238     10,841
    Gain on sales of real estate      2,812          --      2,812         --

    Net income                       $8,501      $5,328    $13,050    $10,841
    DDRC Ownership interests (b)     $3,688      $2,617     $5,927     $5,334
    Joint Venture Funds From Operations
      are summarized as follows:
    Net income                       $8,501      $5,328    $13,050    $10,841
    Gain on sales of real estate    ($2,812)         --    ($2,812)        --
    Depreciation of real property     3,492       2,962      6,537      5,666
      Total                          $9,181      $8,290    $16,775    $16,507

    DDRC Ownership interests (b)     $4,706      $4,072     $8,437     $8,123

    (a)  Revenues for the three month periods ended June 30, 1998 and 1997
         include approximately $0.7 million and $0.8 million resulting from
         the recognition of straight line rents of which the Company's
         proportionate share is $0.3 million and $0.4 million respectively.
         Revenues for the six month periods ended June 30, 1998 and 1997
         include approximately $1.3 million and $1.4 million resulting from
         the recognition of straight line rents of which the Company's
         proportionate share is $0.6 million and $0.7 million respectively.

    (b)  At June 30, 1998, the Company owned a 50% joint venture interest
         relating to 15 shopping center properties, an 80% joint venture
         interest in two shopping center properties, a 35% joint venture
         interest in one shopping center property and a 25% interest in the
         Prudential Retail Value Fund.  At June 30, 1997, the Company owned
         a 50% joint venture interest relating to 13 shopping center
         properties and a 35% joint venture interest in one shopping center
         property.

    (f)  For purposes of computing FFO per share, the weighted average shares
         outstanding were adjusted to reflect the conversion, on a weighted
         average basis,  of 353,058 Operating Partnership Units outstanding at
         June 30, 1998 into common shares of the Company  of 292,966 and
         162,366 for the three and six months ended June 30, 1998,
         respectively.  The weighted average diluted shares outstanding were
         60.4 million and 54.9 million, respectively for the three month
         period ended June 30, 1998 and 1997, and 59.7 million and 54.2
         million, for the six month period ended June 30, 1998 and 1997,
         respectively.


                  DEVELOPERS DIVERSIFIED REALTY CORPORATION
                             Financial Highlights
                                (In thousands)

    Selected Balance Sheet Data:
                                     June 30, 1998        December 31, 1997
    Assets:
    Real estate and rental property:
    Land                              $  216,137           $   183,809
    Land under development                32,013                23,668
    Buildings                          1,216,996             1,071,717
    Fixtures and tenant improvements      21,092                18,418
    Construction in progress              45,964                28,130
      Total                            1,532,202             1,325,742
    Less accumulated depreciation       (190,903)             (171,737)
      Total                            1,341,299             1,154,005
    Other real estate investments             --                72,149
    Cash                                   1,882                    18
    Advances to and investments
      in joint ventures                  185,148               136,267
    Other assets                          39,227                29,479
      Total                           $1,567,556            $1,391,918

    Liabilities:
    Indebtedness:
    Revolving credit facilities         $139,000              $139,700
    Senior unsecured fixed rate debt     492,075               392,254
    Mortgage debt                        152,276                89,676
    Subordinated debentures               41,277                46,891
      Total                              824,628               668,521
    Other liabilities                     41,473                37,701
      Total                              866,101               706,222
    Minority interest                      6,978                16,646
    Shareholders' equity                 694,477               669,050
      Total                           $1,567,556            $1,391,918

    Combined condensed balance sheets relating
    to the Company's joint ventures:

                                          June 30,           December 31,
                                            1998                 1997
    Land                                 $ 165,732            $ 147,466
    Buildings                              552,065              482,153
    Fixtures and tenant improvements         1,704                1,315
    Construction in progress                97,664               19,172
      Total                                817,165              650,106
    Accumulated depreciation               (47,554)             (26,113)
    Real estate, net                       769,611              623,993
    Other assets                            54,093               25,817
      Total                              $ 823,704            $ 649,810

    Mortgage debt (a)                    $ 482,069            $ 389,160
    Notes and accrued interest
     payable to DDRC                        41,022               32,667
    Other liabilities                       20,368                9,549
      Total                                543,459              431,376
    Accumulated equity                     280,245              218,434
      Total                              $ 823,704            $ 649,810

    (a)  The Company's proportionate share of joint venture mortgage debt
         aggregated approximately $250.4 million and $190.3 million at June
         30, 1998 and December 31, 1997, respectively.

SOURCE  Developers Diversified Realty Corporation


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