Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact Information:
Cedar Shopping Centers, Inc.
Leo S. Ullman, Chairman, CEO and President
(516) 944-4525
lsu@cedarshoppingcenters.com
CEDAR SHOPPING CENTERS ANNOUNCES THIRD QUARTER RESULTS
- - Maintains 95% Occupancy Level -
- - Increases Revenues -
- - Arranges $100+ Million Joint Venture and Private Placement -
- -Raises Guidance For 2009-
Port Washington, New York – October 28, 2009 – Cedar Shopping Centers, Inc. (NYSE: CDR) today
reported its financial results for the third quarter, ended September 30, 2009.
Third Quarter Highlights
| • |
|
Revenues for the quarter increased 6.3% to $45.9 million as compared to $43.1 million for
the comparable quarter of 2008. |
| • |
|
Net income attributable to common shareholders for the quarter, before certain non-cash
and/or non-recurring items, was $2.7 million ($0.06 per share). After such items, net income
attributable to common shareholders was $1.3 million ($0.03 per share), as compared to $3.3
million ($0.07 per share) for the comparable quarter of 2008 (net adjustments for that period
were not significant). The non-cash and/or non-recurring items included an impairment charge,
receipt of insurance proceeds, and expenses related to stock-based compensation. |
| • |
|
Funds from Operations (“FFO”) for the quarter, before the above-mentioned non-cash and/or
non-recurring items, was $14.2 million ($0.30 per share/OP unit) as compared to $14.3 million
($0.31 per share/OP unit) for the comparable quarter of 2008. After such items, FFO was $13.0
million ($0.28 per share/OP unit) as compared to $14.4 million ($0.31 per share/OP unit) for
the comparable quarter of 2008. |
| • |
|
Occupancy for the Company’s stabilized portfolio remained at 95%. On an overall basis,
excluding four ground-up development properties, the portfolio was approximately 92% leased as
of September 30, 2009. |
| • |
|
The Company signed renewal leases aggregating 202,000 square feet at an average increase in
base rents of 7% and signed new leases for 409,000 square feet at an average base rent of
$17.24 per square foot; there were 198,000 square feet of terminated leases at an average base
rent of $4.02 per square foot. |
Leo Ullman, Cedar’s CEO, stated, “Our financial results for the third quarter again reflect the
continued strength of our Company’s “bread and butter”, primarily supermarket-anchored, shopping
centers. In accordance with our business plan, we have been able to maintain solid occupancy and
cash flows. We have delivered, or will soon deliver, most of our development pipeline, which will
start to contribute meaningfully to our results in 2010 and beyond.
“We are very excited to have arranged a strategic alliance (including a private placement and joint
venture transactions) with RioCan Real Estate Investment Trust of Toronto, Canada, one of the
largest retail real estate companies in the world. These transactions, as reported earlier this
week, not only provide a very strong capital base for our Company, but, importantly, will allow us
to pursue opportunities as they emerge in the coming years and to add to shareholder value.
Accordingly, our multi-pronged strategy for maintaining our financial strength is contributing to
an ongoing reduction in our floating rate debt and in our overall debt.”
Financial and Operating Results
Results of operations
Revenues for the quarter increased 6.3% to $45.9 million as compared to $43.1 million for the
comparable quarter of 2008. Net income attributable to common shareholders, before certain non-cash
and/or non-recurring items, was $2.7 million ($0.06 per share) as compared to $3.2 million ($0.07
per share) for the comparable quarter of 2008. Such non-cash and/or non-recurring items resulted in
net income attributable to common shareholders of $1.3 million ($0.03 per share) as compared to
$3.3 million ($0.07 per share) for the comparable quarter of 2008. FFO for the quarter, before the
above-mentioned non-cash and/or non-recurring items, was $14.2 million ($0.30 per share/OP unit) as
compared to $14.3 million ($0.31 per share/OP unit) for the comparable quarter of 2008. After such
items, FFO was $13.0 million ($0.28 per share/OP unit) as compared to $14.4 million ($0.31 per
share/OP unit) for the comparable quarter of 2008. FFO and net income attributable to common
shareholders for the third quarter of 2009 also include income from two acquisitions made in the
first quarter of 2009, and income from the commencement of operations at several of the Company’s
ground-up development properties, but was impacted by vacancy expenses from the start of
re-development at the Shore Mall property, and, on a same-property basis, higher bad debt expense.
The non-cash and/or non-recurring items included an impairment charge, receipt of insurance
proceeds and expenses related to stock-based compensation.
Revenues for the nine-month period increased 6.1% to $137.2 million as compared to $129.3 million
for the comparable period of 2008. Net income attributable to common shareholders, before certain
non-cash and/or non-recurring items, was $8.0 million ($0.18 per share) as compared to $7.5 million
($0.17 per share) for the comparable period of 2008. Such non-cash and/or non-recurring items
resulted in net income attributable to common shareholders of $5.1 million ($0.11 per share) as
compared to $7.6 million ($0.17 per share) for the comparable period of 2008. FFO for the
nine-month period, before the above-mentioned non-cash and/or non-recurring items, was $41.0
million ($0.90 per share/OP unit) as compared to $42.4 million ($0.91 per share/OP unit) for the
comparable period of 2008. After such items, FFO was $39.2 million ($0.83 per share/OP unit) as
compared to $42.6 million ($0.92 per share/OP unit) for the comparable period of 2008. The non-cash
and/or non-recurring items included termination of potential acquisitions and development projects,
the expensing of acquisition transaction costs, impairment charges, receipt of insurance proceeds
and expenses related to stock-based compensation.
Net cash flows provided by operating activities were $9.2 million for the third quarter of 2009 as
compared to $11.6 million for the comparable quarter of the prior year.
2
A reconciliation of net income attributable to common shareholders to FFO is contained in the table
accompanying this release.
Acquisitions and development
The Company recognized additional FFO of $0.6 million, or $0.01 per share, primarily as a result of
the acquisitions of the New London Mall in New London, Connecticut and San Souci Plaza in
California, Maryland in the first quarter of 2009, and $0.3 million, or $0.01 per share, as a
result of commencement of operations late in the third quarter at several ground-up development
properties, principally at Upland Square in Pottsgrove, Pennsylvania, and Northside Commons in
Campbelltown, Pennsylvania. This was offset by vacancy expenses of $0.9 million, or $0.02 per
share, as a result of commencement of redevelopment activities at the Shore Mall property,
including the purchase of the former Value City lease (approximately 144,000 square feet of gross
leasable area (“GLA”) in a building which the Company intends to demolish).
Occupancy and same-property results
Occupancy at stabilized properties remained at 95%. On an overall basis, excluding four ground-up
development properties, the portfolio was approximately 92% leased as of September 30, 2009. The
Company’s same-property operations, comprising 111 properties, generated operating results that
were generally stable. Same-property revenues were $38.7 million in the third quarter of 2009
compared to $38.9 million, excluding the receipt of certain insurance proceeds in the comparable
period of 2008. Same-property net operating income was $28.7 million in the third quarter of 2009
and $29.2 million (as similarly adjusted) in the comparable period of 2008. The decrease is due
primarily to increased bad debt expense attributable to in-line locally-owned fitness centers and
personal-care stores.
Leasing and Development Activity
In the third quarter of 2009, the Company signed 41 renewal leases totaling approximately 202,000
square feet of GLA with an average increase in base rents of 7.0%. The Company signed 26 new leases
totaling approximately 409,000 square feet with an average base rent of $17.24 per square foot, of
which 379,000 square feet, with an average base rent of $17.35 per square foot, related to new
leases at the Company’s ground-up development properties that came into operation late in the third
quarter of 2009. The Company also had 13 terminated leases totaling approximately 198,000 square
feet with an average base rent of $4.02 per square foot, of which 144,000 square feet, with an
average base rent of $2.85 per square foot, related to the Value City lease.
The Company has a development and redevelopment pipeline of approximately $348 million, including
four properties that commenced operations late in the third quarter of 2009. The other seven
properties are expected to be placed into service largely during the remainder of 2009 and
continuing into 2010 (apart from the announced redevelopment of the Shore Mall). As of September
30, 2009, the Company had spent approximately $264 million of the estimated total project costs,
including $31 million applicable to the Shore Mall property. It expects to fund the remaining
estimated balance of development costs principally with borrowings under its existing credit
facilities.
3
Balance Sheet
Total assets were $1.84 billion at September 30, 2009 and $1.73 billion at December 31, 2008. The
Company had total debt outstanding of $1.12 billion at September 30, 2009 as compared to $1.01
billion at December 31, 2008.
At September 30, 2009, the Company’s fixed-rate debt was approximately 64% of total indebtedness,
with a weighted average remaining term of 5.7 years and a weighted average interest rate of 5.8%
per annum.
The Company expects to complete, during the fourth quarter, an extension of its existing secured
revolving stabilized property credit facility due January 2010. To date, the Company has received
$241 million of commitments.
Cedar/RioCan Arrangements
As previously announced, the Company entered into definitive agreements on October 26, 2009 with
RioCan Real Estate Investment Trust, headquartered in Toronto, Canada (TSX: REI.UN) (“RioCan”), the
second largest owner of shopping center properties in North America, pursuant to which RioCan will
purchase for $40 million approximately 6.7 million shares at $6.00 per share of the Company’s
common stock through a private placement. The Company will grant to RioCan a warrant exercisable
over a two-year period to purchase an additional approximate 1.4 million common shares at an
exercise price of $7.00 per share. RioCan and the Company have further agreed to a joint venture
arrangement pursuant to which RioCan will purchase an 80% interest in seven supermarket-anchored
properties, presently owned by the Company, located in Pennsylvania, Massachusetts and Connecticut.
The closings of the joint venture, subject to lender consents for five of the seven properties, are
expected to be completed by the end of the first quarter of 2010, which generate approximately $63
million and will be used to repay/reduce outstanding debt. Further, RioCan and the Company
anticipate purchasing up to $500 million of additional new properties over a two-year period in the
same RioCan (80%) and Cedar (20%) joint venture format.
Financial Guidance
The Company announced an increase in its guidance with respect to FFO for 2009 to a range of $0.95
to $1.02 per share/OP unit. This includes the expected dilution from the sale of shares to RioCan.
In providing this guidance, it should be noted that there remain several important variables which
provide considerable uncertainty and lack of clear predictability of financial results for the
balance of the year. They include the following, as previously set forth in our guidance:
| |
• |
|
potentially lower revenues and increased bad debt expense from tenant lease
terminations and renegotiated lease arrangements, |
| |
| |
• |
|
increased interest costs attributable to the renewal of the Company’s existing secured
revolving stabilized property credit facility, and |
| |
| |
• |
|
potential additional write-offs of development and acquisition costs on projects which
may be canceled or impaired. |
In addition, the foregoing guidance does not include the potential impact of mark-to-market costs
of the Company’s stock-based compensation.
4
Supplemental Information Package
The Company has issued “Supplemental Financial Information” for the period ended September 30, 2009
and has filed such information today as an exhibit to Form 8-K, which will also be available on the
Company’s website at www.cedarshoppingcenters.com.
Reference to Form 10-Q
Interested parties are urged to review the Form 10-Q to be filed with the Securities and Exchange
Commission for the quarter ended September 30, 2009, when available, for further details. The Form
10-Q can also be linked through the “Investor Relations” section of the Company’s website.
Investor Conference Call
The Company will host a conference call on Thursday, October 29, 2009, at 10:00 AM Eastern time to
discuss the third quarter results. The conference call can be accessed by dialing (888) 389-5988 or
(719) 457-2681 for international participants. A live webcast of the conference call will be
available online on the Company’s website at www.cedarshoppingcenters.com. A replay of the
call will be available from 1:00 PM Eastern time on October 29, 2009, until midnight Eastern time
on November 12, 2009. The replay dial-in numbers are (888) 203-1112 or (719) 457-0820 for
international callers. Please use passcode 8631425 for the telephonic replay. A replay of the
Company’s webcast will be available on the Company’s website for a limited time.
About Cedar Shopping Centers
Cedar Shopping Centers, Inc. is a fully-integrated real estate investment trust which focuses
primarily on ownership, operation, development and redevelopment of “bread and butter”
supermarket-anchored shopping centers in coastal mid-Atlantic and New England states. The Company
presently owns and operates approximately 13.1 million square feet of GLA at 124 shopping center
properties, of which more than 75% are anchored by supermarkets and/or drugstores with average
remaining lease terms of approximately 11 years. The Company’s stabilized properties have an
occupancy rate of approximately 95%. The Company has also announced a pipeline of seven additional
substantially pre-leased primarily supermarket- and drugstore-anchored development properties.
For additional financial and descriptive information on the Company, its operations and its
portfolio, please refer to the Company’s website at www.cedarshoppingcenters.com.
Forward-Looking Statements
Statements made or incorporated by reference in this press release include certain “forward-looking
statements”. Forward-looking statements include, without limitation, statements containing the
words “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import which
express the Company’s beliefs, expectations or intentions regarding future performance or future
events or trends. While forward-looking statements reflect good faith beliefs, expectations, or
intentions, they are not guarantees of future performance and involve known and unknown risks,
uncertainties and other factors, which may cause actual results, performance or achievements to
differ materially from anticipated future results, performance or achievements expressed or implied
by such forward-looking statements as a result of factors outside of the Company’s control. Certain
factors that might cause such differences include, but are not limited to, the following: real
estate investment considerations, such as the effect of economic and other conditions in general
and in the Company’s market areas in
5
particular; the financial viability of the Company’s tenants (including an inability to pay rent,
filing for bankruptcy protection, closing stores and vacating the premises); the continuing
availability of acquisition, development and redevelopment opportunities, on favorable terms; the
availability of equity and debt capital (including the availability of construction financing) in
the public and private markets; the availability of suitable joint venture partners and potential
purchasers of the Company’s properties if offered for sale; changes in interest rates; the fact
that returns from acquisition, development and redevelopment activities may not be at expected
levels or at expected times; risks inherent in ongoing development and redevelopment projects
including, but not limited to, cost overruns resulting from weather delays, changes in the nature
and scope of development and redevelopment efforts, changes in governmental regulations relating
thereto, and market factors involved in the pricing of material and labor; the need to renew leases
or re-let space upon the expiration or termination of current leases and incur applicable required
replacement costs; and the financial flexibility to repay or refinance debt obligations when due
and to fund tenant improvements and capital expenditures.
Non-GAAP Financial Measures – FFO
Funds From Operations (“FFO”) is a widely-recognized non-GAAP financial measure for REITs that the
Company believes, when considered with financial statements determined in accordance with GAAP, is
useful to investors in understanding financial performance and providing a relevant basis for
comparison among REITs. In addition, FFO is useful to investors as it captures features particular
to real estate performance by recognizing that real estate has generally appreciated over time or
maintains residual value to a much greater extent than do other depreciable assets. Investors
should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating
performance. The Company presents FFO because the Company considers it an important supplemental
measure of its operating performance and believes that it is frequently used by securities
analysts, investors and other interested parties in the evaluation of REITs. Among other things,
the Company uses FFO or an adjusted FFO-based measure (1) as one of several criteria to determine
performance-based bonuses for members of senior management, (2) in performance comparisons with
other shopping center REITs, and (3) to measure compliance with certain financial covenants under
the terms of the Company’s secured revolving credit facilities.
The Company computes FFO in accordance with the “White Paper” on FFO published by the National
Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as net income
attributable to common shareholders (determined in accordance with GAAP), excluding gains or losses
from debt restructurings and sales of properties, plus real estate-related depreciation and
amortization, and after adjustments for partnerships and joint ventures (which are computed to
reflect FFO on the same basis).
FFO does not represent cash generated from operating activities and should not be considered as an
alternative to net income attributable to common shareholders or to cash flow from operating
activities. FFO is not indicative of cash available to fund ongoing cash needs, including the
ability to make cash distributions. Although FFO is a measure used for comparability in assessing
the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the
computation of FFO may vary from one company to another.
6
The following table sets forth the Company’s calculations of FFO for the three and nine months
ended September 30, 2009 and 2008:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended Sep 30, |
|
Nine months ended Sep 30, |
| |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
| |
|
|
Net income attributable to common shareholders |
|
$ |
1,447,000 |
|
|
$ |
3,277,000 |
|
|
$ |
5,130,000 |
|
|
$ |
7,613,000 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate depreciation and amortization |
|
|
12,671,000 |
|
|
|
11,921,000 |
|
|
|
37,655,000 |
|
|
|
37,321,000 |
|
Noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited partners’ interest |
|
|
66,000 |
|
|
|
148,000 |
|
|
|
233,000 |
|
|
|
347,000 |
|
Minority interests in consolidated joint ventures |
|
|
332,000 |
|
|
|
412,000 |
|
|
|
287,000 |
|
|
|
1,600,000 |
|
Minority interests’ share of FFO applicable to
consolidated joint ventures |
|
|
(1,661,000 |
) |
|
|
(1,368,000 |
) |
|
|
(4,131,000 |
) |
|
|
(4,566,000 |
) |
Equity in income of unconsolidated joint venture |
|
|
(260,000 |
) |
|
|
(310,000 |
) |
|
|
(802,000 |
) |
|
|
(682,000 |
) |
FFO from unconsolidated joint venture |
|
|
377,000 |
|
|
|
360,000 |
|
|
|
1,113,000 |
|
|
|
941,000 |
|
Gain on sale of discontinued operations |
|
|
— |
|
|
|
— |
|
|
|
(277,000 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds From Operations |
|
$ |
12,972,000 |
|
|
$ |
14,440,000 |
|
|
$ |
39,208,000 |
|
|
$ |
42,574,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common share (assuming conversion of OP Units): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.28 |
|
|
$ |
0.31 |
|
|
$ |
0.83 |
|
|
$ |
0.92 |
|
| |
|
|
Diluted |
|
$ |
0.28 |
|
|
$ |
0.31 |
|
|
$ |
0.83 |
|
|
$ |
0.92 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in determination of basic earnings per share |
|
|
45,066,000 |
|
|
|
44,488,000 |
|
|
|
45,003,000 |
|
|
|
44,470,000 |
|
Additional shares assuming conversion of OP Units (basic) |
|
|
2,014,000 |
|
|
|
2,019,000 |
|
|
|
2,016,000 |
|
|
|
2,026,000 |
|
| |
|
|
Shares used in determination of basic FFO per share |
|
|
47,080,000 |
|
|
|
46,507,000 |
|
|
|
47,019,000 |
|
|
|
46,496,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in determination of diluted earnings per share |
|
|
45,066,000 |
|
|
|
44,490,000 |
|
|
|
45,003,000 |
|
|
|
44,472,000 |
|
Additional
shares assuming conversion of OP Units (diluted) |
|
|
2,014,000 |
|
|
|
2,020,000 |
|
|
|
2,016,000 |
|
|
|
2,026,000 |
|
| |
|
|
Shares used in determination of diluted FFO per share |
|
|
47,080,000 |
|
|
|
46,510,000 |
|
|
|
47,019,000 |
|
|
|
46,498,000 |
|
| |
|
|
7
CEDAR SHOPPING CENTERS, INC.
Consolidated Balance Sheets
| |
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|
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|
|
|
|
| |
|
September 30, |
|
|
December 31, |
|
| |
|
2009 |
|
|
2008 |
|
| |
|
(unaudited) |
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Real estate: |
|
|
|
|
|
|
|
|
Land |
|
$ |
393,757,000 |
|
|
$ |
378,069,000 |
|
Buildings and
improvements |
|
|
1,521,992,000 |
|
|
|
1,397,508,000 |
|
|
|
|
|
|
|
|
|
|
|
1,915,749,000 |
|
|
|
1,775,577,000 |
|
Less accumulated
depreciation |
|
|
(181,045,000 |
) |
|
|
(146,401,000 |
) |
|
|
|
|
|
|
|
Real estate, net |
|
|
1,734,704,000 |
|
|
|
1,629,176,000 |
|
|
|
|
|
|
|
|
|
|
Real estate held for sale |
|
|
2,270,000 |
|
|
|
8,230,000 |
|
Investment in unconsolidated joint venture |
|
|
5,412,000 |
|
|
|
4,976,000 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
9,526,000 |
|
|
|
8,231,000 |
|
Restricted cash |
|
|
14,104,000 |
|
|
|
14,004,000 |
|
Rents and other
receivables, net |
|
|
8,156,000 |
|
|
|
5,818,000 |
|
Straight-line rents
receivable |
|
|
16,328,000 |
|
|
|
14,297,000 |
|
Other assets |
|
|
11,286,000 |
|
|
|
9,403,000 |
|
Deferred charges, net |
|
|
33,363,000 |
|
|
|
32,993,000 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,835,149,000 |
|
|
$ |
1,727,128,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Mortgage loans payable |
|
$ |
795,476,000 |
|
|
$ |
706,700,000 |
|
Liabilities held for sale |
|
|
— |
|
|
|
2,283,000 |
|
Secured revolving credit
facilities |
|
|
323,479,000 |
|
|
|
304,490,000 |
|
Accounts payable and accrued expenses |
|
|
41,018,000 |
|
|
|
46,548,000 |
|
Unamortized intangible
lease liabilities |
|
|
54,029,000 |
|
|
|
61,384,000 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,214,002,000 |
|
|
|
1,121,405,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited partners’ interest in Operating Partnership |
|
|
14,458,000 |
|
|
|
14,271,000 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
Cedar Shopping Centers, Inc. shareholders’ equity: |
|
|
|
|
|
|
|
|
Preferred stock ($.01 par value, $25.00 per share
liquidation value, 12,500,000 shares authorized,
3,550,000
shares issued and
outstanding) |
|
|
88,750,000 |
|
|
|
88,750,000 |
|
Common stock ($.06 par value, 150,000,000 shares
authorized
45,084,000 and 44,468,000 shares, respectively,
issued and
outstanding) |
|
|
2,705,000 |
|
|
|
2,668,000 |
|
Treasury stock (987,000 and 713,000 shares,
respectively, at cost) |
|
|
(9,768,000 |
) |
|
|
(9,175,000 |
) |
Additional paid-in
capital |
|
|
578,509,000 |
|
|
|
576,083,000 |
|
Cumulative distributions in excess of net income |
|
|
(126,959,000 |
) |
|
|
(127,043,000 |
) |
Accumulated other comprehensive loss |
|
|
(4,391,000 |
) |
|
|
(7,256,000 |
) |
|
|
|
|
|
|
|
Total Cedar Shopping Centers, Inc. shareholders’
equity |
|
|
528,846,000 |
|
|
|
524,027,000 |
|
|
|
|
|
|
|
|
Noncontrolling interests: |
|
|
|
|
|
|
|
|
Minority interests in consolidated joint ventures |
|
|
68,536,000 |
|
|
|
58,150,000 |
|
Limited partners’ interest in Operating Partnership |
|
|
9,307,000 |
|
|
|
9,275,000 |
|
|
|
|
|
|
|
|
Total
noncontrolling
interests |
|
|
77,843,000 |
|
|
|
67,425,000 |
|
|
|
|
|
|
|
|
Total equity |
|
|
606,689,000 |
|
|
|
591,452,000 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
1,835,149,000 |
|
|
$ |
1,727,128,000 |
|
|
|
|
|
|
|
|
8
C EDAR SHOPPING CENTERS, INC .
Consolidated Statements of Income
(unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three
months ended September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
| |
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents |
|
$ |
37,761,000 |
|
|
$ |
34,879,000 |
|
|
$ |
110,098,000 |
|
|
$ |
103,648,000 |
|
Expense recoveries |
|
|
7,942,000 |
|
|
|
7,741,000 |
|
|
|
26,659,000 |
|
|
|
24,747,000 |
|
Other |
|
|
147,000 |
|
|
|
511,000 |
|
|
|
450,000 |
|
|
|
893,000 |
|
| |
|
|
|
|
Total revenues |
|
|
45,850,000 |
|
|
|
43,131,000 |
|
|
|
137,207,000 |
|
|
|
129,288,000 |
|
| |
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating, maintenance and management |
|
|
8,452,000 |
|
|
|
6,963,000 |
|
|
|
25,507,000 |
|
|
|
22,269,000 |
|
Real estate and other property-related taxes |
|
|
5,324,000 |
|
|
|
4,939,000 |
|
|
|
16,023,000 |
|
|
|
14,278,000 |
|
General and administrative |
|
|
2,521,000 |
|
|
|
2,649,000 |
|
|
|
6,813,000 |
|
|
|
7,163,000 |
|
Terminated projects and acquisition transaction costs |
|
|
— |
|
|
|
5,000 |
|
|
|
3,948,000 |
|
|
|
5,000 |
|
Depreciation and amortization |
|
|
12,730,000 |
|
|
|
11,951,000 |
|
|
|
37,705,000 |
|
|
|
37,399,000 |
|
| |
|
|
|
|
Total expenses |
|
|
29,027,000 |
|
|
|
26,507,000 |
|
|
|
89,996,000 |
|
|
|
81,114,000 |
|
| |
|
|
|
|
| |
Operating income |
|
|
16,823,000 |
|
|
|
16,624,000 |
|
|
|
47,211,000 |
|
|
|
48,174,000 |
|
Non-operating income and expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, including amortization of
deferred financing costs |
|
|
(12,728,000 |
) |
|
|
(11,211,000 |
) |
|
|
(36,375,000 |
) |
|
|
(33,810,000 |
) |
Interest income |
|
|
10,000 |
|
|
|
35,000 |
|
|
|
28,000 |
|
|
|
270,000 |
|
Equity in income of unconsolidated joint venture |
|
|
260,000 |
|
|
|
310,000 |
|
|
|
802,000 |
|
|
|
682,000 |
|
Gain on sale of land parcel |
|
|
— |
|
|
|
— |
|
|
|
236,000 |
|
|
|
— |
|
| |
|
|
|
|
Total non-operating income and expense |
|
|
(12,458,000 |
) |
|
|
(10,866,000 |
) |
|
|
(35,309,000 |
) |
|
|
(32,858,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before discontinued operations |
|
|
4,365,000 |
|
|
|
5,758,000 |
|
|
|
11,902,000 |
|
|
|
15,316,000 |
|
(Loss) income from discontinued operations |
|
|
(551,000 |
) |
|
|
48,000 |
|
|
|
(622,000 |
) |
|
|
151,000 |
|
Gain on sale of discontinued operations |
|
|
— |
|
|
|
— |
|
|
|
277,000 |
|
|
|
— |
|
| |
|
|
|
|
Total discontinued operations |
|
|
(551,000 |
) |
|
|
48,000 |
|
|
|
(345,000 |
) |
|
|
151,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
3,814,000 |
|
|
|
5,806,000 |
|
|
|
11,557,000 |
|
|
|
15,467,000 |
|
| |
Less, net income attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests in consolidated joint ventures |
|
|
(332,000 |
) |
|
|
(412,000 |
) |
|
|
(287,000 |
) |
|
|
(1,600,000 |
) |
Limited partners’ interest in Operating Partnership |
|
|
(66,000 |
) |
|
|
(148,000 |
) |
|
|
(233,000 |
) |
|
|
(347,000 |
) |
| |
|
|
|
|
Total net income attributable to noncontrolling
interests |
|
|
(398,000 |
) |
|
|
(560,000 |
) |
|
|
(520,000 |
) |
|
|
(1,947,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Cedar Shopping Centers, Inc. |
|
|
3,416,000 |
|
|
|
5,246,000 |
|
|
|
11,037,000 |
|
|
|
13,520,000 |
|
| |
Preferred distribution requirements |
|
|
(1,969,000 |
) |
|
|
(1,969,000 |
) |
|
|
(5,907,000 |
) |
|
|
(5,907,000 |
) |
| |
|
|
|
|
| |
Net income attributable to common shareholders |
|
$ |
1,447,000 |
|
|
$ |
3,277,000 |
|
|
$ |
5,130,000 |
|
|
$ |
7,613,000 |
|
| |
|
|
|
|
| |
Percommon share (basic and diluted) attributable to
common
shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.04 |
|
|
$ |
0.07 |
|
|
$ |
0.12 |
|
|
$ |
0.17 |
|
Discontinued operations |
|
|
(0.01 |
) |
|
|
— |
|
|
|
(0.01 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
$ |
0.03 |
|
|
$ |
0.07 |
|
|
$ |
0.11 |
|
|
$ |
0.17 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Cedar Shopping Centers, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common shareholders, net of limited partners’ interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1,974,000 |
|
|
$ |
3,231,000 |
|
|
$ |
5,460,000 |
|
|
$ |
7,469,000 |
|
Income from discontinued operations |
|
|
(527,000 |
) |
|
|
46,000 |
|
|
|
(595,000 |
) |
|
|
144,000 |
|
Gain on sale of discontinued operations |
|
|
— |
|
|
|
— |
|
|
|
265,000 |
|
|
|
— |
|
| |
|
|
|
|
Net income |
|
$ |
1,447,000 |
|
|
$ |
3,277,000 |
|
|
$ |
5,130,000 |
|
|
$ |
7,613,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to common shareholders |
|
$ |
— |
|
|
$ |
10,010,000 |
|
|
$ |
5,046,000 |
|
|
$ |
30,017,000 |
|
| |
|
|
|
|
Per common share |
|
$ |
— |
|
|
$ |
0.2250 |
|
|
$ |
0.1125 |
|
|
$ |
0.6750 |
|
| |
|
|
|
|
| |
Weighted
average number of common shares outstanding |
|
|
45,066,000 |
|
|
|
44,488,000 |
|
|
|
45,003,000 |
|
|
|
44,470,000 |
|
| |
|
|
|
|
9
CEDAR SHOPPING CENTERS, INC.
Consolidated Statements of Cash Flows
(unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Nine months ended September 30, |
|
| |
|
2009 |
|
|
2008 |
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
11,557,000 |
|
|
$ |
15,467,000 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Non-cash provisions: |
|
|
|
|
|
|
|
|
Equity in income of unconsolidated joint venture |
|
|
(802,000 |
) |
|
|
(682,000 |
) |
Distributions from unconsolidated joint venture |
|
|
716,000 |
|
|
|
634,000 |
|
Terminated projects and acquisition transaction costs |
|
|
3,139,000 |
|
|
|
— |
|
Gain on sales of real estate |
|
|
(513,000 |
) |
|
|
— |
|
Straight-line rents receivable |
|
|
(2,048,000 |
) |
|
|
(2,136,000 |
) |
Depreciation and amortization |
|
|
37,795,000 |
|
|
|
37,532,000 |
|
Amortization of intangible lease liabilities |
|
|
(10,620,000 |
) |
|
|
(10,377,000 |
) |
Amortization/market price adjustments relating to stock-based compensation |
|
|
1,713,000 |
|
|
|
2,238,000 |
|
Amortization of deferred financing costs |
|
|
2,410,000 |
|
|
|
1,227,000 |
|
Increases/decreases in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Rents and other receivables, net |
|
|
(2,338,000 |
) |
|
|
(221,000 |
) |
Other |
|
|
(4,718,000 |
) |
|
|
(3,035,000 |
) |
Accounts payable and accrued expenses |
|
|
(2,098,000 |
) |
|
|
(204,000 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
34,193,000 |
|
|
|
40,443,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
Expenditures for real estate and improvements |
|
|
(86,770,000 |
) |
|
|
(71,001,000 |
) |
Net proceeds from sales of real estate |
|
|
4,203,000 |
|
|
|
— |
|
Purchase of consolidated joint venture minority interests |
|
|
— |
|
|
|
(17,454,000 |
) |
Investment in unconsolidated joint venture |
|
|
(350,000 |
) |
|
|
(1,097,000 |
) |
Construction escrows and other |
|
|
(901,000 |
) |
|
|
(755,000 |
) |
|
|
|
|
|
|
|
Net cash (used in) investing activities |
|
|
(83,818,000 |
) |
|
|
(90,307,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
Net advances from revolving credit facilities |
|
|
18,989,000 |
|
|
|
84,250,000 |
|
Proceeds from mortgage financings |
|
|
51,588,000 |
|
|
|
80,947,000 |
|
Mortgage repayments |
|
|
(15,753,000 |
) |
|
|
(90,840,000 |
) |
Net payments of deferred financing costs |
|
|
(2,821,000 |
) |
|
|
(4,412,000 |
) |
Noncontrolling interests: |
|
|
|
|
|
|
|
|
Contributions from consolidated joint venture minority interests, net |
|
|
12,212,000 |
|
|
|
4,260,000 |
|
Distributions to consolidated joint venture minority interests |
|
|
(2,113,000 |
) |
|
|
(27,000 |
) |
Redemption of Operating Partnership Units |
|
|
— |
|
|
|
(122,000 |
) |
Distributions to limited partners |
|
|
(229,000 |
) |
|
|
(1,368,000 |
) |
Preferred stock distributions |
|
|
(5,907,000 |
) |
|
|
(5,907,000 |
) |
Distributions to common shareholders |
|
|
(5,046,000 |
) |
|
|
(30,017,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
50,920,000 |
|
|
|
36,764,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
1,295,000 |
|
|
|
(13,100,000 |
) |
Cash and cash equivalents at beginning of period |
|
|
8,231,000 |
|
|
|
23,050,000 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
9,526,000 |
|
|
$ |
9,950,000 |
|
|
|
|
|
|
|
|
10
