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 REPORTS FOURTH QUARTER
AND FULL YEAR 2009 RESULTS
— Revenues and Net Operating Income Increased —
— Operating Funds From Operations Reached $1.14 per Share —
— Occupancy Stable at 95% —
— Substantially De-leveraged Balance Sheet —
Port Washington, New York — March 3, 2010 — Cedar Shopping Centers, Inc. (NYSE: CDR) today
reported its financial results for the fourth quarter and year ended December 31, 2009.
Highlights
| • |
|
Revenues in the fourth quarter increased 7.1% to $46.8 million compared to $43.7 million
for the comparable quarter of 2008, and increased 6.5% to $181.7 million for the full year
2009, compared to $170.7 million for 2008. |
| |
| • |
|
Pro rata share of net operating income (“NOI”) for the fourth quarter 2009, excluding
certain non-cash items, increased 8.2% to $25.5 million as compared to $23.6 million for the
comparable quarter of 2008, and increased 3.1% to $97.9 million for the full year 2009 as
compared to $94.9 million for 2008. |
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| • |
|
Operating funds from operations (“FFO”) for 2009 was $1.14 per share, excluding impairments
and certain non-cash items, as compared to $1.21 for 2008. Shares/OP Units outstanding were
54.1 million at December 31, 2009 as compared to 46.5 million at December 31, 2008. |
| |
| • |
|
A joint venture with, and a stock sale to, RioCan Real Estate Investment Trust (TSX:
REI.UN) (“RioCan”) will provide approximately $105 million in cash and reduce debt by
approximately $94 million. |
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| • |
|
Common stock sales in the fourth quarter of 2009 and first quarter of 2010 generated
approximately $67 million. |
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| • |
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The stabilized property line of credit was extended for two years to January 2012 plus a
one-year extension option, with $285 million in commitments. Completion of the above and
other announced transactions will result in a balance of approximately $99 million. |
Leo Ullman, Cedar’s CEO, stated, “Our financial results for the fourth quarter again reflect the
continued strength of our Company’s “bread and butter”®, primarily dominant
supermarket-anchored shopping centers in stable areas of the Northeast and coastal mid-Atlantic
states. In accordance with our business plan, we have been able to maintain solid occupancy and
strong operating results. We have most effectively weathered an extremely difficult period for
retail, real estate and our economy
with virtually no diminution of our operating metrics. Indeed,
we have been able to show great strength and stability throughout this period.
“Furthermore, we continue to execute successfully on our multi-pronged strategy for improving our
financial flexibility through joint ventures, judicious equity placements, property-specific
financings and asset sales. We fully expect that our enhanced balance sheet strength and our
internal growth prospects, coupled with our joint venture commitment for future acquisitions with
RioCan, will permit the Company to pursue attractive opportunities and to add meaningfully to
shareholder value during this and following years.”
Financial and Operating Results
Results of Operations
During the fourth quarter of 2009, the Company entered into several capital and financing
transactions, including (a) joint venture and equity placement transactions with RioCan, which will
generate approximately $105 million in cash and reduce debt by approximately $94 million, (b)
disposition of six drugstore/convenience properties which will generate approximately $5 million in
cash and eliminate approximately $15 million in debt, and (c) extension of the Company’s stabilized
property line of credit through January 2012 plus a one-year extension option with $285 million of
commitments.
Revenues
Revenues for the quarter increased 7.1% to $46.8 million as compared to $43.7 million for the
comparable quarter of 2008. Revenues for the year 2009 increased 6.5% to $181.7 million as compared to
$170.7 million for 2008.
Net Operating Income (NOI)
The Company’s pro rata share of net operating income, before certain non-cash items, was $25.5
million for the fourth quarter of 2009 as compared to $23.6 million for the comparable quarter of
2008. The fourth quarter of 2009 included additional lease termination income and additional
income from delivery of ground-up development projects, partially offset by lower percentage rents
and higher bad debt expense.
Including such non-cash items, the Company’s pro rata share of net operating income for the fourth
quarter of 2009 was $28.9 million as compared to $28.3 million for the comparable quarter of 2008.
The Company’s share of pro rata net operating income, before such non-cash items, for the full year
was $97.9 million as compared to $94.9 million for 2008. Including the non-cash items, the
Company’s pro rata share of net operating income for 2009 was $113.1 million as compared to $110.9
million for 2008.
Net Income Attributable to Common Shareholders
On an aggregate basis, excluding certain non-cash and non-recurring items, net income attributable
to common shareholders was $2.1 million for the fourth quarters of both 2009 and 2008 ($0.04 per
share, respectively). The 2009 quarter’s results reflect (a) lower revenues from straight-line
rents and amortization of intangible lease liabilities and (b) higher interest expense, partially
offset by higher lease termination income. Impairments, including those related to certain of the
RioCan joint venture properties, and certain non-cash and/or non-recurring items, aggregated a
negative ($31.8) million (($0.63) per share) for the fourth quarter of 2009 and $0.8 million ($0.02
per share) for the comparable quarter of 2008. Including impairments and non-cash and/or
non-recurring items, the net loss attributable to common shareholders was ($29.7) million (($0.59)
per share) for the fourth quarter 2009
2
as compared to net income attributable to common
shareholders of $2.9 million ($0.06 per share) for the comparable quarter of 2008. Net income
attributable to common shareholders for the full year
2009, before impairments and non-cash and/or non-recurring items, was $10.3 million ($0.22 per
share) as compared to $11.9 million ($0.27 per share) for 2008. Including impairments and non-cash
and/or non-recurring items, net loss attributable to common shareholders was ($24.5) million
(($0.53) per share) for 2009 as compared to net income attributable to common shareholders of $10.5
million ($0.24 per share) for 2008.
Funds From Operations (FFO)
FFO for the quarter, before impairments and non-recurring items, was $12.3 million ($0.24 per
share/OP unit) as compared to $13.5 million ($0.29 per share/OP unit) for the comparable quarter of
2008. After impairments and non-recurring items, FFO was a negative ($14.6) million (($0.28) per
share/OP unit) as compared to $14.3 million ($0.31 per share/OP unit) for the comparable quarter of
2008. FFO for the year, before impairment and non-recurring items, was $54.9 million ($1.14 per
share/OP unit) as compared to $56.4 million ($1.21 per share/OP unit) for the comparable period of
2008. After such items, FFO was $24.6 million ($0.51 per share/OP unit) as compared to $56.9
million ($1.22 per share/OP unit) for the comparable period of 2008.
A reconciliation of net income attributable to common shareholders to FFO is contained in the table
accompanying this release. In addition, please refer to the Company’s Supplemental Financial
Information for a reconciliation of other metrics.
Occupancy
Occupancy for the Company’s stabilized properties remained 95% and, including development
properties, declined by 40 basis points on an overall basis to 91% from 92% during the fourth
quarter of 2009, principally reflecting a Giant Food Stores supermarket lease termination in
connection with the completion by the Company of a new Giant Food Stores supermarket at a nearby
ground-up development property.
Same-Property Results
The Company’s same-property operating results, comprising 104 properties for the fourth quarters of
both 2009 and 2008, generated revenues, before certain non-cash items, of $35.6 million for the
fourth quarter of 2009 as compared to $34.3 million for the comparable quarter of 2008.
Same-property net operating income, before such non-cash items, was $24.9 million for the fourth
quarter of 2009 as compared to $24.0 million for the comparable period of 2008. Same-property
revenues, before such non-cash items, for the full years 2009 and 2008, comprising 102 properties,
were $137.8 million for 2009 as compared to $136.1 million for 2008. Same-property net operating
income, before such non-cash items, was $95.9 million for 2009 compared to $97.1 million for 2008.
Leasing and Development Activity
Leasing
During the fourth quarter of 2009, the Company signed 40 renewal leases, primarily at stabilized
properties, totaling approximately 254,000 square feet of GLA with an average increase in base
rents of 4.8%. The Company signed 15 new leases totaling approximately 188,000 square feet at an
average base rent of $16.66 per square foot. During the same quarter, 21 leases were terminated,
totaling approximately 150,000 square feet, at an average base rent of $11.44 per square foot.
3
Development
During the latter part of 2009, the Company completed four ground-up development projects, three of
which are anchored by supermarkets, and one by a Walgreens drugstore. During the fourth quarter,
the Company also commenced major re-tenanting projects at two additional properties. The Company’s
remaining pipeline consists primarily of future redevelopments of the Shore Mall (Egg Harbor
Township, New Jersey), Trexlertown Plaza (Trexlertown, Pennsylvania) and a ground-up
supermarket-anchored property in Kutztown, Pennsylvania. For 2010, the Company projects that it
will spend approximately $35 million on its development/redevelopment activities, to be funded from
its credit facilities.
Balance Sheet
Total assets were $1.78 billion at December 31, 2009 and $1.73 billion at December 31, 2008. Total
debt outstanding was $950.7 million at December 31, 2009 and $918.2 million at December 31, 2008.
At December 31, 2009, the Company’s fixed-rate debt was approximately 64% of total indebtedness,
with a weighted average remaining term of 5.8 years and a weighted average interest rate of 5.8%
per annum.
The Company completed substantial capital and financing transactions in 2009 and early-2010, the
cumulative effect of which has been to reduce the Company’s debt-to-total-market capitalization
from approximately 69.5% to 59.5%.
The RioCan Arrangements
On October 30, 2009, as previously announced, the Company sold to RioCan approximately 6.7 million
shares of common stock at $6.00 per share, realizing approximately $40 million before transactions
costs. The Company also issued to RioCan a warrant exercisable over a two-year period to purchase
an additional approximate 1.4 million common shares at $7.00 per share. In connection with such
stock purchase arrangements, RioCan entered into a three-year “standstill” agreement.
RioCan and the Company further agreed to an 80% (RioCan) and 20% (Cedar) joint venture arrangement
involving seven supermarket-anchored properties in New England and Pennsylvania, previously owned
by the Company, that will generate approximately $65 million of proceeds to the Company. Further,
the parties anticipate acquiring additional properties over a two-year period in the same joint
venture format. In the first quarter of 2010, the RioCan/Cedar joint venture acquired its first
new property, the 128,000 square foot Town Square Plaza shopping center, anchored by a 73,000
square foot Giant Food Stores supermarket, in Temple, Pennsylvania, for approximately $19 million,
excluding closing costs.
Sales of Common Stock
In February 2010, the Company closed on a public offering of 7,500,000 newly-issued common shares
at $6.60 per share; an additional 1,250,000 shares of common stock was issued to RioCan, generating
aggregate net proceeds of approximately $55.3 million to the Company after offering expenses. The
exercise of the over-allotment option by the underwriters and an additional purchase by RioCan will
generate additional net proceeds of approximately $5.0 million.
4
Commencing in the fourth quarter of 2009, the Company entered into a Standby Equity Placement
Agreement pursuant to which the Company was able to realize cash proceeds of $7.5 million in
connection with the sales of stock “at the market” over a period extending through February 2010 at
average stock sales prices of approximately $6.81.
Credit Facility
In the fourth quarter of 2009, the Company entered into an amended secured revolving credit
facility for stabilized properties in the amount of $285 million, expiring on January 31, 2012,
subject to a one-year extension option. The outstanding balance under the facility, after
completion of the above-described joint venture arrangements and stock offerings, will be
approximately $99 million with availability of approximately $106 million.
Financial Guidance
The Company expects to report FFO for 2010 in a range of $0.60 to $0.70 per share/OP Unit,
reflecting a non-cash $0.12 per share/OP Unit reduction for scheduled decreases in amortization of
intangible lease liabilities and straight-line rents, but excluding the items noted below, which,
individually and collectively, provide particular uncertainty and lack of clear predictability.
They include, without limitation, the following:
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• |
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Acquisitions of properties, whether by the Company itself or in joint ventures,
including acquisition fees and/or other fees attributable thereto; |
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• |
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Sales or other dispositions of properties, including any related gains or impairment
charges; |
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• |
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Mark-to-market adjustments relating to stock-based compensation; and |
| |
| |
• |
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Other non-recurring transactions. |
Supplemental Financial Information
The Company has issued “Supplemental Financial Information” for the period ended December 31, 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-K
Interested parties are urged to review the Form 10-K to be filed with the Securities and Exchange
Commission for the year ended December 31, 2009, when available, for further details. The Form
10-K 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, March 4, 2010, at 10:00 AM Eastern Standard
Time to discuss the fourth quarter results. The conference call can be accessed by dialing (888)
471-3840 or (719) 457-2603 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 Standard Time on March 4, 2010, until midnight
Eastern Daylight Time on March 18, 2010. The replay dial-in numbers are (888) 203-1112 or (719)
457-0820 for international callers. Please use passcode 2269314 for the telephonic replay. A replay
of the Company’s webcast will be available on the Company’s website for a limited time.
5
About Cedar Shopping Centers
Cedar Shopping Centers, Inc. is a fully-integrated real estate investment trust which focuses
primarily on the 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 (both wholly-owned and in joint venture) and manages
approximately 13 million square feet of GLA at 119 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%.
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 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; the ability of the Company’s joint venture partner to fund its share of future property
acquisitions; 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 of the Company and its joint venture partners to repay or refinance debt obligations
when due and to fund tenant improvements and capital expenditures.
6
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 generally appreciates 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 applicable
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 applicable 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.
7
The following table sets forth the Company’s calculations of FFO for the three and twelve
months ended December 31, 2009 and 2008:
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|
|
|
|
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Three months ended Dec 31, |
|
Year ended Dec 31, |
| |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to common shareholders |
|
$ |
(29,673,000 |
) |
|
$ |
2,885,000 |
|
|
$ |
(24,543,000 |
) |
|
$ |
10,498,000 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate depreciation and amortization |
|
|
17,524,000 |
|
|
|
12,200,000 |
|
|
|
55,179,000 |
|
|
|
49,521,000 |
|
Noncontrolling interests: |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Limited partners’ interest |
|
|
(1,136,000 |
) |
|
|
130,000 |
|
|
|
(903,000 |
) |
|
|
477,000 |
|
Minority interests in consolidated joint ventures |
|
|
484,000 |
|
|
|
557,000 |
|
|
|
771,000 |
|
|
|
2,157,000 |
|
Minority interests’ share of FFO applicable to
consolidated joint ventures |
|
|
(1,656,000 |
) |
|
|
(1,568,000 |
) |
|
|
(5,787,000 |
) |
|
|
(6,134,000 |
) |
Equity in income of unconsolidated joint ventures |
|
|
(296,000 |
) |
|
|
(274,000 |
) |
|
|
(1,098,000 |
) |
|
|
(956,000 |
) |
FFO from unconsolidated joint ventures |
|
|
406,000 |
|
|
|
355,000 |
|
|
|
1,519,000 |
|
|
|
1,296,000 |
|
Gain on sale of discontinued operations |
|
|
(280,000 |
) |
|
|
— |
|
|
|
(557,000 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Funds (Used In) From Operations |
|
$ |
(14,627,000 |
) |
|
$ |
14,285,000 |
|
|
$ |
24,581,000 |
|
|
$ |
56,859,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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FFO per common share (assuming conversion of OP Units): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.28 |
) |
|
$ |
0.31 |
|
|
$ |
0.51 |
|
|
$ |
1.22 |
|
| |
|
|
Diluted |
|
$ |
(0.28 |
) |
|
$ |
0.31 |
|
|
$ |
0.51 |
|
|
$ |
1.22 |
|
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|
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Weighted average number of common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Shares used in determination of basic earnings per share |
|
|
49,930,000 |
|
|
|
44,489,000 |
|
|
|
46,234,000 |
|
|
|
44,475,000 |
|
Additional shares assuming conversion of OP Units (basic) |
|
|
2,006,000 |
|
|
|
2,018,000 |
|
|
|
2,014,000 |
|
|
|
2,024,000 |
|
| |
|
|
Shares used in determination of basic FFO per share |
|
|
51,936,000 |
|
|
|
46,507,000 |
|
|
|
48,248,000 |
|
|
|
46,499,000 |
|
| |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in determination of diluted earnings per share |
|
|
49,930,000 |
|
|
|
44,489,000 |
|
|
|
46,234,000 |
|
|
|
44,475,000 |
|
Additional shares assuming conversion of OP Units (diluted) |
|
|
2,006,000 |
|
|
|
2,018,000 |
|
|
|
2,014,000 |
|
|
|
2,024,000 |
|
| |
|
|
Shares used in determination of diluted FFO per share |
|
|
51,936,000 |
|
|
|
46,507,000 |
|
|
|
48,248,000 |
|
|
|
46,499,000 |
|
| |
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|
8
CEDAR SHOPPING CENTERS, INC.
Consolidated Balance Sheets
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December 31, |
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| |
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2009 |
|
|
2008 |
|
Assets |
|
|
|
|
|
|
|
|
Real estate: |
|
|
|
|
|
|
|
|
Land |
|
$ |
358,168,000 |
|
|
$ |
328,425,000 |
|
Buildings and improvements |
|
|
1,317,154,000 |
|
|
|
1,210,788,000 |
|
|
|
|
|
|
|
|
|
|
|
1,675,322,000 |
|
|
|
1,539,213,000 |
|
Less accumulated depreciation |
|
|
(164,615,000 |
) |
|
|
(124,387,000 |
) |
|
|
|
|
|
|
|
Real estate, net |
|
|
1,510,707,000 |
|
|
|
1,414,826,000 |
|
|
|
|
|
|
|
|
|
|
Real estate to be transferred to a joint venture |
|
|
139,743,000 |
|
|
|
194,952,000 |
|
Real estate held for sale — discontinued operations |
|
|
11,599,000 |
|
|
|
32,063,000 |
|
Investment in unconsolidated joint ventures |
|
|
14,113,000 |
|
|
|
4,976,000 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
17,164,000 |
|
|
|
8,231,000 |
|
Restricted cash |
|
|
14,075,000 |
|
|
|
14,004,000 |
|
Rents and other receivables, net |
|
|
9,745,000 |
|
|
|
5,818,000 |
|
Straight-line rents receivable |
|
|
14,602,000 |
|
|
|
12,327,000 |
|
Other assets |
|
|
8,809,000 |
|
|
|
9,403,000 |
|
Deferred charges, net |
|
|
36,873,000 |
|
|
|
30,528,000 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,777,430,000 |
|
|
$ |
1,727,128,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Mortgage loans payable |
|
$ |
692,979,000 |
|
|
$ |
613,712,000 |
|
Mortgage loans payable — real estate to be transferred to a joint venture |
|
|
94,018,000 |
|
|
|
77,307,000 |
|
Mortgage loans payable — discontinued operations |
|
|
7,765,000 |
|
|
|
17,964,000 |
|
Secured revolving credit facilities |
|
|
257,685,000 |
|
|
|
304,490,000 |
|
Accounts payable and accrued liabilities |
|
|
46,902,000 |
|
|
|
46,548,000 |
|
Unamortized intangible lease liabilities |
|
|
46,643,000 |
|
|
|
56,122,000 |
|
Liabilities — real estate held for sale and real estate to be
transferred to a joint venture |
|
|
4,295,000 |
|
|
|
5,262,000 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,150,287,000 |
|
|
|
1,121,405,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited partners’ interest in Operating Partnership |
|
|
12,656,000 |
|
|
|
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
52,139,000 and 44,468,000 shares, respectively, issued and
outstanding) |
|
|
3,128,000 |
|
|
|
2,668,000 |
|
Treasury stock (981,000 and 713,000 shares, respectively, at cost) |
|
|
(9,688,000 |
) |
|
|
(9,175,000 |
) |
Additional paid-in capital |
|
|
621,299,000 |
|
|
|
576,083,000 |
|
Cumulative distributions in excess of net income |
|
|
(161,328,000 |
) |
|
|
(127,043,000 |
) |
Accumulated other comprehensive loss |
|
|
(2,992,000 |
) |
|
|
(7,256,000 |
) |
|
|
|
|
|
|
|
Total Cedar Shopping Centers, Inc. shareholders’ equity |
|
|
539,169,000 |
|
|
|
524,027,000 |
|
|
|
|
|
|
|
|
Noncontrolling interests: |
|
|
|
|
|
|
|
|
Minority interests in consolidated joint ventures |
|
|
67,229,000 |
|
|
|
58,150,000 |
|
Limited partners’ interest in Operating Partnership |
|
|
8,089,000 |
|
|
|
9,275,000 |
|
|
|
|
|
|
|
|
Total noncontrolling interests |
|
|
75,318,000 |
|
|
|
67,425,000 |
|
|
|
|
|
|
|
|
Total equity |
|
|
614,487,000 |
|
|
|
591,452,000 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
1,777,430,000 |
|
|
$ |
1,727,128,000 |
|
|
|
|
|
|
|
|
9
CEDAR SHOPPING CENTERS, INC.
Consolidated Statements of Operations
(unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended December 31, |
|
Year ended December 31, |
| |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
| |
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents |
|
$ |
37,071,000 |
|
|
$ |
35,632,000 |
|
|
$ |
145,439,000 |
|
|
$ |
137,524,000 |
|
Expense recoveries |
|
|
8,735,000 |
|
|
|
7,741,000 |
|
|
|
34,837,000 |
|
|
|
31,934,000 |
|
Other |
|
|
985,000 |
|
|
|
314,000 |
|
|
|
1,435,000 |
|
|
|
1,207,000 |
|
| |
|
|
|
|
Total revenues |
|
|
46,791,000 |
|
|
|
43,687,000 |
|
|
|
181,711,000 |
|
|
|
170,665,000 |
|
| |
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating, maintenance and management |
|
|
9,229,000 |
|
|
|
7,485,000 |
|
|
|
34,478,000 |
|
|
|
29,477,000 |
|
Real estate and other property-related taxes |
|
|
5,358,000 |
|
|
|
5,050,000 |
|
|
|
20,977,000 |
|
|
|
18,991,000 |
|
General and administrative |
|
|
3,353,000 |
|
|
|
1,425,000 |
|
|
|
10,166,000 |
|
|
|
8,586,000 |
|
Impairments |
|
|
23,636,000 |
|
|
|
— |
|
|
|
23,636,000 |
|
|
|
— |
|
Terminated projects and acquisition transaction costs |
|
|
419,000 |
|
|
|
848,000 |
|
|
|
4,367,000 |
|
|
|
855,000 |
|
Depreciation and amortization |
|
|
17,185,000 |
|
|
|
12,001,000 |
|
|
|
54,257,000 |
|
|
|
48,741,000 |
|
| |
|
|
|
|
Total expenses |
|
|
59,180,000 |
|
|
|
26,809,000 |
|
|
|
147,881,000 |
|
|
|
106,650,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
|
(12,389,000 |
) |
|
|
16,878,000 |
|
|
|
33,830,000 |
|
|
|
64,015,000 |
|
Non-operating income and expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, including amortization of
deferred financing costs |
|
|
(14,068,000 |
) |
|
|
(11,793,000 |
) |
|
|
(49,785,000 |
) |
|
|
(44,934,000 |
) |
Interest income |
|
|
35,000 |
|
|
|
14,000 |
|
|
|
63,000 |
|
|
|
284,000 |
|
Equity in income of unconsolidated joint ventures |
|
|
296,000 |
|
|
|
274,000 |
|
|
|
1,098,000 |
|
|
|
956,000 |
|
Gain on sales of land parcels |
|
|
285,000 |
|
|
|
— |
|
|
|
521,000 |
|
|
|
— |
|
| |
|
|
|
|
Total non-operating income and expense |
|
|
(13,452,000 |
) |
|
|
(11,505,000 |
) |
|
|
(48,103,000 |
) |
|
|
(43,694,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before discontinued operations |
|
|
(25,841,000 |
) |
|
|
5,373,000 |
|
|
|
(14,273,000 |
) |
|
|
20,321,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from discontinued operations |
|
|
(2,795,000 |
) |
|
|
169,000 |
|
|
|
(3,083,000 |
) |
|
|
688,000 |
|
Gain on sales of discontinued operations |
|
|
280,000 |
|
|
|
— |
|
|
|
557,000 |
|
|
|
— |
|
| |
|
|
|
|
Total discontinued operations |
|
|
(2,515,000 |
) |
|
|
169,000 |
|
|
|
(2,526,000 |
) |
|
|
688,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(28,356,000 |
) |
|
|
5,542,000 |
|
|
|
(16,799,000 |
) |
|
|
21,009,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less, net (income) loss attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests in consolidated joint ventures |
|
|
(484,000 |
) |
|
|
(557,000 |
) |
|
|
(771,000 |
) |
|
|
(2,157,000 |
) |
Limited partners’ interest in Operating Partnership |
|
|
1,136,000 |
|
|
|
(130,000 |
) |
|
|
903,000 |
|
|
|
(477,000 |
) |
| |
|
|
|
|
Total net (income) loss attributable to noncontrolling interests |
|
|
652,000 |
|
|
|
(687,000 |
) |
|
|
132,000 |
|
|
|
(2,634,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Cedar Shopping Centers, Inc. |
|
|
(27,704,000 |
) |
|
|
4,855,000 |
|
|
|
(16,667,000 |
) |
|
|
18,375,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred distribution requirements |
|
|
(1,969,000 |
) |
|
|
(1,970,000 |
) |
|
|
(7,876,000 |
) |
|
|
(7,877,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Net (loss) income attributable to common shareholders |
|
$ |
(29,673,000 |
) |
|
$ |
2,885,000 |
|
|
$ |
(24,543,000 |
) |
|
$ |
10,498,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share (basic and diluted) attributable to common
shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.54 |
) |
|
$ |
0.06 |
|
|
$ |
(0.48 |
) |
|
$ |
0.23 |
|
Discontinued operations |
|
|
(0.05 |
) |
|
|
— |
|
|
|
(0.05 |
) |
|
|
0.01 |
|
| |
|
|
|
|
|
|
$ |
(0.59 |
) |
|
$ |
0.06 |
|
|
$ |
(0.53 |
) |
|
$ |
0.24 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Cedar Shopping Centers, Inc.
common shareholders, net of limited partners’ interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations |
|
$ |
(27,251,000 |
) |
|
$ |
2,723,000 |
|
|
$ |
(22,107,000 |
) |
|
$ |
9,840,000 |
|
(Loss) income from discontinued operations |
|
|
(2,692,000 |
) |
|
|
162,000 |
|
|
|
(2,973,000 |
) |
|
|
658,000 |
|
Gain on sales of discontinued operations |
|
|
270,000 |
|
|
|
— |
|
|
|
537,000 |
|
|
|
— |
|
| |
|
|
|
|
Net (loss) income |
|
$ |
(29,673,000 |
) |
|
$ |
2,885,000 |
|
|
$ |
(24,543,000 |
) |
|
$ |
10,498,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to common shareholders |
|
$ |
4,696,000 |
|
|
$ |
10,010,000 |
|
|
$ |
9,742,000 |
|
|
$ |
40,027,000 |
|
| |
|
|
|
|
Per common share |
|
$ |
0.0900 |
|
|
$ |
0.2250 |
|
|
$ |
0.2025 |
|
|
$ |
0.9000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
49,930,000 |
|
|
|
44,489,000 |
|
|
|
46,234,000 |
|
|
|
44,475,000 |
|
| |
|
|
|
|
10
CEDAR SHOPPING CENTERS, INC.
Consolidated Statements of Cash Flows
(unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
| |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(28,356,000 |
) |
|
$ |
5,542,000 |
|
|
$ |
(16,799,000 |
) |
|
$ |
21,009,000 |
|
Adjustments to reconcile net (loss) income to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash provisions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of unconsolidated joint venture |
|
|
(296,000 |
) |
|
|
(274,000 |
) |
|
|
(1,098,000 |
) |
|
|
(956,000 |
) |
Distributions from unconsolidated joint venture |
|
|
205,000 |
|
|
|
200,000 |
|
|
|
921,000 |
|
|
|
834,000 |
|
Impairments |
|
|
23,636,000 |
|
|
|
— |
|
|
|
23,636,000 |
|
|
|
— |
|
Terminated projects and acquisition transaction costs |
|
|
419,000 |
|
|
|
450,000 |
|
|
|
3,094,000 |
|
|
|
463,000 |
|
Impairments — discontinued operations |
|
|
2,837,000 |
|
|
|
— |
|
|
|
3,559,000 |
|
|
|
— |
|
Gain on sales of real estate |
|
|
(565,000 |
) |
|
|
— |
|
|
|
(1,078,000 |
) |
|
|
— |
|
Straight-line rents receivable |
|
|
(826,000 |
) |
|
|
(740,000 |
) |
|
|
(2,874,000 |
) |
|
|
(2,876,000 |
) |
Depreciation and amortization |
|
|
17,384,000 |
|
|
|
12,270,000 |
|
|
|
55,179,000 |
|
|
|
49,802,000 |
|
Amortization of intangible lease liabilities |
|
|
(2,902,000 |
) |
|
|
(4,032,000 |
) |
|
|
(13,522,000 |
) |
|
|
(14,409,000 |
) |
Amortization/market price adjustments relating to
stock-based compensation |
|
|
720,000 |
|
|
|
(1,139,000 |
) |
|
|
2,433,000 |
|
|
|
1,099,000 |
|
Amortization of deferred financing costs |
|
|
1,238,000 |
|
|
|
563,000 |
|
|
|
3,648,000 |
|
|
|
1,790,000 |
|
Increases/decreases in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents and other receivables, net |
|
|
(1,517,000 |
) |
|
|
2,043,000 |
|
|
|
(3,855,000 |
) |
|
|
1,822,000 |
|
Prepaid expenses and other |
|
|
(450,000 |
) |
|
|
3,188,000 |
|
|
|
(5,168,000 |
) |
|
|
153,000 |
|
Accounts payable and accrued expenses |
|
|
4,664,000 |
|
|
|
2,288,000 |
|
|
|
2,566,000 |
|
|
|
2,084,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
16,191,000 |
|
|
|
20,359,000 |
|
|
|
50,642,000 |
|
|
|
60,815,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for real estate and improvements |
|
|
(21,994,000 |
) |
|
|
(60,860,000 |
) |
|
|
(108,300,000 |
) |
|
|
(131,874,000 |
) |
Proceeds from transfers to unconsolidated joint venture |
|
|
33,389,000 |
|
|
|
— |
|
|
|
33,389,000 |
|
|
|
— |
|
Net proceeds from sales of real estate |
|
|
3,270,000 |
|
|
|
— |
|
|
|
6,752,000 |
|
|
|
— |
|
Purchase of consolidated joint venture minority interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,454,000 |
) |
Investment in unconsolidated joint venture |
|
|
— |
|
|
|
— |
|
|
|
(350,000 |
) |
|
|
(1,097,000 |
) |
Construction escrows and other |
|
|
684,000 |
|
|
|
(210,000 |
) |
|
|
(217,000 |
) |
|
|
(965,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
15,349,000 |
|
|
|
(61,070,000 |
) |
|
|
(68,726,000 |
) |
|
|
(151,390,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (repayments)/advances (to)/from revolving credit
facilities |
|
|
(65,794,000 |
) |
|
|
29,800,000 |
|
|
|
(46,805,000 |
) |
|
|
114,050,000 |
|
Proceeds from mortgage financings |
|
|
9,362,000 |
|
|
|
25,791,000 |
|
|
|
60,950,000 |
|
|
|
106,738,000 |
|
Mortgage repayments |
|
|
(2,449,000 |
) |
|
|
(2,477,000 |
) |
|
|
(18,202,000 |
) |
|
|
(93,317,000 |
) |
Payments of debt financing costs |
|
|
(7,150,000 |
) |
|
|
(650,000 |
) |
|
|
(9,973,000 |
) |
|
|
(5,062,000 |
) |
Noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions from consolidated joint venture minority
interests, net |
|
|
— |
|
|
|
2,123,000 |
|
|
|
12,212,000 |
|
|
|
6,383,000 |
|
Distributions to consolidated joint venture minority interests |
|
|
(1,793,000 |
) |
|
|
(3,161,000 |
) |
|
|
(3,906,000 |
) |
|
|
(3,427,000 |
) |
Redemption of Operating Partnership Units |
|
|
— |
|
|
|
(454,000 |
) |
|
|
— |
|
|
|
(122,000 |
) |
Distributions to limited partners |
|
|
— |
|
|
|
— |
|
|
|
(227,000 |
) |
|
|
(1,822,000 |
) |
Proceeds from the sales of common stock |
|
|
40,890,000 |
|
|
|
— |
|
|
|
40,890,000 |
|
|
|
— |
|
Proceeds from standby equity advance not settled |
|
|
5,000,000 |
|
|
|
— |
|
|
|
5,000,000 |
|
|
|
— |
|
Preferred stock distributions |
|
|
(1,969,000 |
) |
|
|
(1,970,000 |
) |
|
|
(7,876,000 |
) |
|
|
(7,877,000 |
) |
Distributions to common shareholders |
|
|
— |
|
|
|
(10,010,000 |
) |
|
|
(5,046,000 |
) |
|
|
(40,027,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(23,903,000 |
) |
|
|
38,992,000 |
|
|
|
27,017,000 |
|
|
|
75,517,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
7,637,000 |
|
|
|
(1,719,000 |
) |
|
|
8,933,000 |
|
|
|
(15,058,000 |
) |
Cash and cash equivalents at beginning of period |
|
|
9,527,000 |
|
|
|
9,950,000 |
|
|
|
8,231,000 |
|
|
|
23,289,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
17,164,000 |
|
|
$ |
8,231,000 |
|
|
$ |
17,164,000 |
|
|
$ |
8,231,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
