Exhibit 99.1
CEDAR SHOPPING CENTERS, INC.
44 South Bayles Avenue
Port Washington, New York 11050
Contact: | Leo S. Ullman | ||||||
President | |||||||
(516) 767-6492 |
FOR IMMEDIATE RELEASE:
CEDAR SHOPPING CENTERS REPORTS STRONG 2004 GROWTH IN ASSETS, REVENUES
INCOME AND CASH FLOWS; FFO OF 91 CENTS PER SHARE
Port Washington, New York March 3, 2005 Cedar Shopping Centers, Inc., a real estate investment trust (NYSE symbol: “CDR”) (the “Company”), today reported its 2004 financial results.
2004 Financial Highlights
| Revenues for the year were $51,144,000 compared to $26,679,000 in 2003, an increase of 92%. | |
| Net income applicable to common shareholders for 2004 was $5,702,000 ($0.34 per share) compared to a loss of ($21,351,000) ($7.09) per share for 2003. | |
| Funds From Operations (“FFO”) increased to $15,625,000 or $0.91 per share/Operating Partnership Unit (“OP Unit”) from a negative of ($20,588,000) or ($5.79) per share/OP Unit for 2003. This result was within our guidance. The 2003 results reflected one-time transaction costs associated with the Company's public offering in October of that year. | |
| Gross assets increased to $537 million as of December 31, 2004 from $350 million as of December 31, 2003, an increase of more than 53%. The Company acquired properties during the year with an aggregate purchase price, including closing costs, of $161 million. | |
| Net cash flows provided by operating activities in 2004 increased to $19,334,000 from a negative ($4,856,000) in 2003. | |
| Occupancy for the portfolio as of December 31, 2004, including the various redevelopment properties was approximately 88%; excluding the redevelopment properties, the occupancy level was approximately 97%. |
| The Company had 19,351,000 shares and 454,000 OP Units outstanding as of December 31, 2004. | |
| The Company’s current annual dividend rate is $0.90 per share/OP Unit. |
Fourth Quarter 2004 Financial Highlights
| For the fourth quarter of 2004, the Company had total revenues of approximately $14.7 million (compared to approximately $8.6 million for the fourth quarter of 2003), net income applicable to common shareholders of $1.2 million compared to a loss of approximately ($20.9 million) in 2003, and net income per share of $0.07 compared to a loss of approximately ($1.86) per share for the fourth quarter of 2003. (Note with respect to the foregoing that the number of shares outstanding increased greatly after the October 2003 public offering of common stock.) | |
| FFO for the fourth quarter of 2004 was approximately $4.3 million, or approximately $0.24 per share/OP Unit, compared to a negative of approximately ($20.5 million) and a negative ($1.75) per share/OP Unit for the corresponding quarter of 2003. | |
| On November 2, 2004, as previously reported, the Company concluded certain amendments to its secured revolving credit facility. The amendments included (1) a reduction in the interest rate margin, (2) a reduction in the unused line fee, (3) a potential increase, subject to certain conditions, of the maximum amount of the line from $100 million to $200 million, and (4) certain revisions to other financial covenants under the line. |
As of December 31, 2004, $68.2 million was borrowed against the credit facility. In January 2005, the amount of the facility was increased from $100 million to $140 million, of which the Company is permitted to draw, based on collateral in place, up to approximately $120 million. |
During 2003, the Company raised approximately $162.9 million in a public offering of common stock completed in October of that year. The Company raised an additional $38.2 million through a common stock offering in December of 2004 and approximately $56.7 million in a preferred stock offering in July of 2004.
Supplemental Information
| The Company has issued “Supplemental Financial Information” for the period ended December 31, 2004, and has filed such information today as an exhibit to its Form 8-K filed for this press release. It will also be available on the Company’s website at http://www.cedarshoppingcenters.com. |
2005 FFO Guidance
The Company re-affirmed its full-year 2005 FFO guidance at $1.10 $1.20 per share/OP Unit, and provided first quarter 2005 guidance at $0.23 $0.25 per share/OP Unit.
Completed Purchase of Two Shopping Center Properties
The Company further reported that the previously announced purchase of the Kenley Village and St. James Square shopping centers in Hagerstown, Maryland, each anchored by a Food Lion supermarket, has now been completed at a purchase price of approximately $8.3 million, including closing costs, representing an approximate 8.8% cap rate on current net operating income. The purchase was funded from the Company's secured revolving credit facility.
Management Comments
Leo S. Ullman, the Company’s CEO stated, “We are very pleased with our 2004 operating and financial results. We were able effectively to accomplish and manage very considerable growth while introducing new property reporting systems and internal control mechanisms, meeting Sarbanes-Oxley and New York Stock Exchange requirements, all on a very cost-efficient basis. We owe our excellent 2004 results to a very fine management team, who will continue to work hard to achieve the projected 2005 results.”
Tom O’Keeffe, the Company’s CFO, in re-confirming 2005 guidance, stated “Our 2005 FFO guidance reflects, among other things, certain pending acquisitions as previously announced and the projected completion in the second half of the year of our new development property in Hershey, Pennsylvania, as well as the second phase of our redevelopment at the Camp Hill Mall (PA). It should be noted that the 2005 guidance is back-loaded with a run rate in the range of $0.30 $0.35 per share/OP Unit during the fourth quarter.”
New Leases
Annual base rents, excluding tenant reimbursements, for leases that have been signed and for which the tenants have not yet occupied their premises amount to approximately $4.78 million. Rents from these leases are expected to commence based on the following schedule:
Annualized | |||||||
Quarter ending | base rent | ||||||
March 31, 2005 | $ | 274,000 | |||||
June 30, 2005 | 1,433,000 | ||||||
September 30, 2005 | 2,160,000 | ||||||
December 31, 2005 | 845,000 | ||||||
June 30, 2006 | 65,000 | ||||||
$ | 4,777,000 | ||||||
After giving effect to such new leases, the occupancy rate for the portfolio of properties held as of December 31, 2004 increases from 88% to approximately 95%.
Investor Conference Call
The Company will hold a conference call to be held on March 4, 2005 at 11:00 a.m.(EDT) to discuss fourth quarter and full-year 2004 results. The U.S. dial-in number to call for this teleconference is 1-800-322-5044. The international dial-in number is 617-614-4927; all callers should use participant passcode 84981051. A replay of the conference call will be available from March 4, 2005 at 1:00 p.m. through March 11, 2005 at 5:00 p.m. by using U.S. dial-in number 888-286-8010 and entering the passcode 80451799 (international callers may use dial-in number 617-801-6888 and use the same passcode indicated for U.S. callers).
Cedar Shopping Centers, Inc. is a self-managed real estate investment trust which to date owns and operates 33 primarily supermarket-anchored shopping centers with approximately 5 million square feet of gross leasable area, located in Pennsylvania, New Jersey, Massachusetts, Maryland, and Connecticut.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements within the meaning of the securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general and specific economic and business conditions, which may, among other things, affect demand for rental space, the availability and creditworthiness of prospective tenants, lease rents and the availability of financing; adverse changes in the Company's real estate markets, including, among other things, competition with other companies; risks of real estate development and acquisition; risks of adverse operating results and creditworthiness of current tenants; governmental actions and initiatives; and environmental/safety requirements. Such forward-looking statements speak only as of the date hereof. The Company does not intend, and disclaims any duty or obligation, to update or revise any forward-looking statements set forth in this release to reflect any change in expectations, change in information, new information, future events or circumstances on which such information was based.
Non-GAAP Financial Measures FFO
The Company considers FFO to be a relevant and meaningful supplemental measure of the performance of the Company because it is predicated on a cash flow analysis, contrasted with net income, a measure predicated on generally accepted accounting principals (“GAAP”), which gives effect to non-cash items such as depreciation and amortization. The Company computes FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts (“NAREIT”), as income before allocation to minority interests (computed in accordance with GAAP), excluding gains or losses from debt restructurings and sales of property, plus depreciation and amortization, and after preferred stock distribution requirements and adjustments for partially-owned partnerships and joint ventures. In computing FFO, the Company does not add back to net income the amortization of costs incurred in connection with its financing activities or depreciation of non-real estate assets, but would adjust net income for those items that are defined as “extraordinary” under GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to cash flow as a measure of liquidity. Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another. FFO is not necessarily indicative of cash available to fund ongoing cash needs.
Three months ended December 31, | Years ended December 31, | ||||||||||||
2004 | 2003 | 2004 | 2003 | ||||||||||
Net income (loss) | $ | 2,520,000 | $ | (20,847,000 | ) | $ | 7,860,000 | $ | (21,275,000 | ) | |||
Add (deduct): | |||||||||||||
Depreciation
and amortization |
3,253,000 | 1,441,000 | 10,622,000 | 3,878,000 | |||||||||
Limited
partners’ interest |
70,000 | (698,000 | ) | 217,000 | (1,637,000 | ) | |||||||
Preferred
distribution requirements |
(1,307,000 | ) | (124,000 | ) | (2,218,000 | ) | (254,000 | ) | |||||
Minority
interests |
371,000 | 193,000 | 1,229,000 | 983,000 | |||||||||
Minority
interests’ share of FFO |
(595,000 | ) | (463,000 | ) | (2,085,000 | ) | (2,283,000 | ) | |||||
Funds from (used in) operations | $ | 4,312,000 | $ | (20,498,000 | ) | $ | 15,625,000 | $ | (20,588,000 | ) | |||
FFO per common share/OP Unit | $ | 0.24 | $ | (1.75 | ) | $ | 0.91 | $ | (5.79 | ) | |||
Average common shares/ | |||||||||||||
OP
Units outstanding (1) |
17,799,000 | 11,735,000 | 17,131,000 | 3,557,000 | |||||||||
(1) Assumes conversion of OP Units. |
CEDAR SHOPPING CENTERS, INC.
Consolidated Balance Sheets
December 31, | |||||||
2004 | 2003 | ||||||
Assets | |||||||
Real
estate: |
|||||||
Land |
$ | 97,617,000 | $ | 61,774,000 | |||
Buildings
and improvements |
423,735,000 | 269,031,000 | |||||
521,352,000 | 330,805,000 | ||||||
Less
accumulated depreciation |
(16,027,000 | ) | (6,274,000 | ) | |||
Real
estate, net |
505,325,000 | 324,531,000 | |||||
Cash
and cash equivalents |
8,457,000 | 6,154,000 | |||||
Cash
at joint ventures and restricted cash |
7,105,000 | 7,668,000 | |||||
Rents
and other receivables, net |
4,483,000 | 3,269,000 | |||||
Other
assets |
2,379,000 | 1,540,000 | |||||
Deferred
charges, net |
9,411,000 | 6,485,000 | |||||
Total assets | $ | 537,160,000 | $ | 349,647,000 | |||
Liabilities and shareholders’ equity | |||||||
Mortgage
loans payable |
$ | 180,430,000 | $ | 145,458,000 | |||
Secured
revolving credit facility |
68,200,000 | 17,000,000 | |||||
Accounts
payable, accrued expenses, and other |
9,012,000 | 6,019,000 | |||||
Unamortized
intangible lease liabilities |
25,227,000 | 13,552,000 | |||||
Total liabilities | 282,869,000 | 182,029,000 | |||||
Minority interests | 11,995,000 | 12,435,000 | |||||
Limited partners’ interest in Operating Partnership | 6,542,000 | 4,035,000 | |||||
Shareholders’ equity: | |||||||
Preferred
stock ($.01 par value, $25.00 per share |
|||||||
liquidation
value, 5,000,000 shares authorized, 2,350,000 |
|||||||
shares
issued and outstanding) |
58,750,000 | | |||||
Common
stock ($.06 par value, 50,000,000 shares |
|||||||
authorized,
19,351,000 and 16,456,000 shares issued |
|||||||
and
outstanding) |
1,161,000 | 987,000 | |||||
Treasury
stock (339,000 and 319,000 shares, at cost) |
(3,919,000 | ) | (3,669,000 | ) | |||
Additional
paid-in capital |
215,271,000 | 181,306,000 | |||||
Cumulative
distributions in excess of net income |
(35,139,000 | ) | (27,091,000 | ) | |||
Accumulated
other comprehensive income (loss) |
(165,000 | ) | (385,000 | ) | |||
Unamortized
deferred compensation plans |
(205,000 | ) | | ||||
Total shareholders’ equity | 235,754,000 | 151,148,000 | |||||
Total liabilities and shareholders’ equity | $ | 537,160,000 | $ | 349,647,000 | |||
CEDAR SHOPPING CENTERS, INC.
Consolidated Statements of Operations
Three months ended December 31, | Years ended December 31, | ||||||||||||
2004 | 2003 | 2004 | 2003 | ||||||||||
(unaudited) | (unaudited) | ||||||||||||
Revenues: | |||||||||||||
Rents: |
|||||||||||||
Base
rents |
$ | 10,117,000 | $ | 6,173,000 | $ | 36,118,000 | $ | 19,014,000 | |||||
Percentage
rents |
131,000 | 44,000 | 505,000 | 215,000 | |||||||||
Straight-line
rents |
428,000 | 315,000 | 1,333,000 | 835,000 | |||||||||
Amortization
of intangible lease liabilities |
599,000 | 289,000 | 2,154,000 | 879,000 | |||||||||
11,275,000 | 6,821,000 | 40,110,000 | 20,943,000 | ||||||||||
Expense
recoveries |
3,377,000 | 1,597,000 | 10,565,000 | 5,509,000 | |||||||||
Interest
and other |
86,000 | 167,000 | 469,000 | 227,000 | |||||||||
Total revenues | 14,738,000 | 8,585,000 | 51,144,000 | 26,679,000 | |||||||||
Expenses: | |||||||||||||
Operating,
maintenance and management |
3,005,000 | 2,406,000 | 10,751,000 | 7,190,000 | |||||||||
Real
estate and other property-related taxes |
1,165,000 | 966,000 | 4,872,000 | 2,861,000 | |||||||||
General
and administrative |
1,242,000 | 1,619,000 | 3,575,000 | 3,161,000 | |||||||||
Depreciation
and amortization |
3,687,000 | 2,279,000 | 12,401,000 | 5,196,000 | |||||||||
Interest |
2,678,000 | 1,879,000 | 10,239,000 | 9,412,000 | |||||||||
One-time
transaction costs associated |
|||||||||||||
with
2003 public offering |
| 20,788,000 | | 20,788,000 | |||||||||
Total expenses | 11,777,000 | 29,937,000 | 41,838,000 | 48,608,000 | |||||||||
Income (loss) before minority and | |||||||||||||
limited
partners’ interests |
2,961,000 | (21,352,000 | ) | 9,306,000 | (21,929,000 | ) | |||||||
Minority
interests |
(371,000 | ) | (193,000 | ) | (1,229,000 | ) | (983,000 | ) | |||||
Limited
partners’ interest |
(70,000 | ) | 698,000 | (217,000 | ) | 1,637,000 | |||||||
Net income (loss) | 2,520,000 | (20,847,000 | ) | 7,860,000 | (21,275,000 | ) | |||||||
Preferred distribution requirements | (1,272,000 | ) | (37,000 | ) | (2,158,000 | ) | (76,000 | ) | |||||
Net income (loss) applicable to common | |||||||||||||
shareholders |
$ | 1,248,000 | $ | (20,884,000 | ) | $ | 5,702,000 | $ | (21,351,000 | ) | |||
Per common share | $ | 0.07 | $ | (1.86 | ) | $ | 0.34 | $ | (7.09 | ) | |||
Average number of common shares outstanding | 17,344,000 | 11,253,000 | 16,681,000 | 3,010,000 | |||||||||
CEDAR SHOPPING CENTERS, INC.
Consolidated Statements of Cash Flows
Years ended December 31, | |||||||
2004 | 2003 | ||||||
Cash flow from operating activities: | |||||||
Net
income (loss) |
$ | 7,860,000 | $ | (21,275,000 | ) | ||
Adjustments
to reconcile net income (loss) to net cash |
|||||||
provided
by (used in) operating activities: |
|||||||
Non-cash
provisions: |
|||||||
Minority
interests |
329,000 | 193,000 | |||||
Limited
partners’ interest |
217,000 | (1,637,000 | ) | ||||
Straight-line
rents |
(1,333,000 | ) | (835,000 | ) | |||
Depreciation
and amortization |
12,401,000 | 5,196,000 | |||||
Amortization
of intangible lease liabilities |
(2,154,000 | ) | (879,000 | ) | |||
Acquisition
of external advisor for common stock and OP Units |
| 11,960,000 | |||||
Early
extinguishment of debt |
| 1,442,000 | |||||
Other |
45,000 | 851,000 | |||||
Increases/decreases
in operating assets and liabilities: |
|||||||
Joint
venture cash |
(190,000 | ) | 225,000 | ||||
Rents
and other receivables |
119,000 | (1,698,000 | ) | ||||
Other
assets |
(1,180,000 | ) | (1,470,000 | ) | |||
Accounts
payable and accrued expenses |
3,220,000 | 3,071,000 | |||||
Net cash provided by (used in) operating activities | 19,334,000 | (4,856,000 | ) | ||||
Cash flow from investing activities: | |||||||
Expenditures
for real estate and improvements |
(168,893,000 | ) | (188,111,000 | ) | |||
Decrease
(increase) in construction/improvement escrows |
830,000 | (3,427,000 | ) | ||||
Acquisitions
of minority interests |
| (8,360,000 | ) | ||||
Net cash (used in) investing activities | (168,063,000 | ) | (199,898,000 | ) | |||
Cash flow from financing activities: | |||||||
Net
proceeds from public offerings |
94,899,000 | 162,508,000 | |||||
Proceeds
from mortgage financings |
44,222,000 | 49,296,000 | |||||
Mortgage
repayments |
(19,601,000 | ) | (7,700,000 | ) | |||
Line
of credit and other interim financings, net |
51,200,000 | 40,573,000 | |||||
Distributions
to minority interest partners |
(769,000 | ) | (867,000 | ) | |||
Distributions
to limited partners |
(377,000 | ) | | ||||
Preferred
distribution requirements |
(2,218,000 | ) | (254,000 | ) | |||
Distributions
to common shareholders |
(13,750,000 | ) | | ||||
Termination
of interest rate hedges |
609,000 | | |||||
Repayments
of interim financings |
| (30,037,000 | ) | ||||
Contributions
from minority interest partners |
| 9,665,000 | |||||
Redemption
of OP Units |
| (9,000,000 | ) | ||||
Redemption/sale
of Preferred OP Units |
| (3,000,000 | ) | ||||
Deferred
financing, leasing and other costs, net |
(3,183,000 | ) | (4,103,000 | ) | |||
Net cash provided by financing activities | 151,032,000 | 207,081,000 | |||||
Net increase in cash and cash equivalents | 2,303,000 | 2,327,000 | |||||
Cash and cash equivalents at beginning of year | 6,154,000 | 3,827,000 | |||||
Cash and cash equivalents at end of year | $ | 8,457,000 | $ | 6,154,000 | |||