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Chelsea Property Group, Inc. (ticker: CPG, exchange: New York Stock Exchange) News Release - 3-Mar-2003

Chelsea Property Group Reports 19% Increase in Fourth Quarter Funds From Operations; Real Estate FFO Up 27% for the Year; Chelsea Interactive Written Down
ROSELAND, N.J., Mar 3, 2003 (BUSINESS WIRE) -- Chelsea Property Group, Inc.
(NYSE: CPG) today announced operating results for its fourth quarter and fiscal
year ended December 31, 2002, including the full write-down of the $34.4 million
net book value of its investment in Chelsea Interactive, Inc., its e-commerce
technology affiliate.
Fourth quarter funds from operations (FFO) before minority interest rose 19% to
$40.8 million from $34.4 million in the fourth quarter of 2001. Adjusted for a
2-for-1 stock split in May 2002, diluted FFO per share rose 10% to $0.85 from
$0.77, respectively. FFO attributable to real estate operations during the
quarter rose 21% to $43.9 million from $36.3 million, or 12% on a per share
basis, to $0.91 from $0.81. Including the $34.4 million non-recurring charge for
Chelsea Interactive, the net loss to common shareholders was $7.8 million, or
$0.20 per share, compared to net income available to common shareholders of
$17.8 million, or $0.47 per diluted share, in the 2001 fourth quarter. The
charge did not affect FFO.
For the full year, FFO rose 21% to $131.8 million from $108.9 million in 2001,
and diluted FFO per share rose 8% to $2.85 from $2.65, respectively. FFO
attributable to real estate operations rose 27% to $145.2 million from $114.2
million, or 13% on a per share basis, to $3.14 from $2.78. Including the Chelsea
Interactive write-down, full-year net income available to common shareholders
declined 12% to $41.7 million from $47.6 million, and diluted earnings per share
declined 23% to $1.05 from $1.37.
Fourth quarter rental revenues from wholly-owned assets rose 35% to $64.0
million from $47.5 million in 2001, and total revenues from wholly-owned assets
rose 35% to $90.0 million from $66.7 million, respectively. Fourth quarter
income from unconsolidated entities declined to $1.0 million from $4.5 million,
primarily as a result of the Company's buyouts and consolidations of partnership
interests in five joint venture projects during the first three quarters of
2002, partially offset by higher income from Chelsea Japan. The fourth quarter
operating loss from Chelsea Interactive rose to $3.1 million from $1.9 million,
while earnings before interest, depreciation and amortization (EBITDA) rose 25%
to $61.7 million from $49.2 million.
For the full year, rental revenues from wholly-owned assets rose 42% to $205.7
million from $145.3 million in 2001; total revenues from wholly-owned assets
rose 37% to $283.2 million from $206.9 million; income from unconsolidated
entities declined to $9.8 million from $15.0 million; the operating loss
attributable to Chelsea Interactive was $13.4 million; and EBITDA rose 25% to
$202.3 million from $162.0 million.
Fourth quarter and full-year comparisons were positively impacted by internal
rent growth; higher percentage rents; a full-year contribution from properties
acquired from Konover Property Trust in September 2001; the expansions of five
properties in the United States and Japan during 2001 and 2002; the purchase in
April 2002 of Simon Property Group's 50% interest in Orlando Premium Outlets;
and the purchase in August 2002 of Fortress Investment Group's 51% interest in
four properties (Gilroy, California; Michigan City, Indiana; Waterloo, New York;
and Kittery, Maine). During the year, Chelsea re-tenanted or renewed
approximately one million square feet of space at an average base rent of $24.23
per square foot, 13% higher than the average expiring rent of $21.46 per square
foot.
During the fourth quarter, Chelsea completed the acquisitions of two mid-western
properties (Albertville, Minnesota; and Johnson Creek, Wisconsin) for $89.5
million, and four other outlet centers (Jackson, New Jersey; Osage Beach,
Missouri; St. Augustine, Florida; and Branson, Missouri) for $193 million.
Including joint venture projects, the Company's portfolio grew 14% during 2002,
ending the year at 14.4 million square feet of gross leasable area (GLA). The
Premium Outlet(R) portfolio (including Japan), comprising 8.4 million square
feet of GLA, was 99% leased at December 31, 2002 compared to 98% a year earlier.
Same-space sales (weighted average sales per square foot reported in space open
for the full duration of both comparison periods) in the domestic Premium Outlet
portfolio were up 3% for the quarter and 2% for the full year. Weighted average
domestic Premium Outlet sales were $383 per square foot in 2002, up 1% from $379
per square foot.
At year-end, Chelsea had a record 1.2 million square feet of construction
underway, including Las Vegas Premium Outlets, a 435,000 square-foot
single-phase center near downtown Las Vegas, Nevada (scheduled to open summer
2003); Chicago Premium Outlets, a 438,000 square-foot single-phase center
located on Interstate 88 west of Chicago (spring 2004); the 180,000 square-foot
first phase of Sano Premium Outlets, located north of Tokyo, Japan (March 14,
2003); and the 170,000 square-foot second phase of Gotemba Premium Outlets,
located west of Tokyo (summer 2003). The Las Vegas and Chicago centers are 50/50
joint ventures with Simon Property Group (NYSE: SPG), and Chelsea has a 40%
interest in the Sano and Gotemba centers through its investment in Chelsea Japan
Co., Ltd., a Tokyo-based joint venture with Mitsubishi Estate Co., Ltd. and
Nissho Iwai Corp.
During the last twelve months, Chelsea completed $500 million of long-term
capital transactions to support its growth, including $250 million of 10-year
notes (June and December 2002); $120 million of new common stock (November
2002); operating partnership units in CPG Partners, L.P. valued at $45 million
(November 2002); and the assumption of $85 million of long-term mortgages
(August 2002). At year-end 2002, the Company had approximately $102 million
available under its $200 million bank credit facility.
David Bloom, Chairman and Chief Executive Officer, said, "2002 was another solid
year for Chelsea. In spite of challenging economic, retail and tourism
conditions worldwide, we again delivered strong financial performance while
positioning ourselves for further growth. We had a record year in terms of
acquisition activity - closing transactions valued at $530 million - and are now
clearly the dominant outlet company by every key measure including portfolio
size, market capitalization and asset quality. Furthermore, despite our growth,
our balance sheet is still one of the strongest among REITs and we remain
prepared to capitalize on further acquisition opportunities as they arise.
"Our development program is also proceeding on a large scale, with construction
well underway on Chelsea's next generation of Premium Outlet centers. These new
projects - located in strong markets in the United States and Japan - are being
developed and leased to our usual high standards, and we look forward to their
contributing significant growth beginning this year," he added.
Commenting on Chelsea Interactive, Mr. Bloom said, "While online sales have been
improving and new brands have been added to its platform, we believe that it is
unlikely that Chelsea Interactive will be able to achieve sufficient cash flow
to reach breakeven and self-fund new brands before we reach our stated $60
million funding limit. Therefore we are reserving the balance of our commitment
- approximately $7 million - to cover operating needs over the next 12-24 months
as well as potential wind-down costs. At the same time, we continue to be in
active discussions with prospective technology and/or financial partners who may
provide additional financing to and/or acquire Chelsea Interactive. At present,
we are optimistic that these discussions will lead to a long-term continuation
of Chelsea Interactive's operations. However, there can be no assurance of
success, and consequently, we felt that the prudent step would be to write down
our existing investment."
The Company's most recent guidance for 2003 FFO was $3.08 per share. The Company
is increasing its guidance to approximately $3.40 per share, with the increase
attributed roughly evenly to lower expected losses from Chelsea Interactive as a
result of the fourth-quarter write-down and higher expected results from real
estate operations. The increase assumes, among other things, that the Company's
core portfolio and new development projects perform as expected, and that there
are no unanticipated changes in world economic and market conditions that may
affect the Company's business.
The Company's quarterly conference call with investors and analysts will be held
on Tuesday, March 4, 2003, at 2:00 p.m. eastern time. The call may be accessed
by dialing 800-299-8538 (U.S. callers) or 617-786-2902 (international callers)
and referencing reservation No. 16424621. A replay of the call will be available
through March 11, 2003 by dialing 888-286-8010 (U.S. callers) or 617-801-6888
(international callers) and referencing reservation No. 5326874.
Chelsea Property Group, Inc. is a fully integrated, self-administered and
self-managed real estate investment trust (REIT) that wholly or partially owns
58 Premium Outlet and other shopping centers - containing 14.4 million square
feet of GLA - in 30 states and Japan. The Company's leading properties include
Woodbury Common Premium Outlets, near New York City; Orlando Premium Outlets, in
Orlando, Florida; Desert Hills Premium Outlets, near Palm Springs, California;
Wrentham Village Premium Outlets, near Boston; and Gotemba Premium Outlets, near
Tokyo, Japan. Please see www.cpgi.com for more information.
Statements in this news release that are not strictly historical are
"forward-looking" statements under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Although Chelsea Property Group
believes the expectations reflected in such statements are based on reasonable
assumptions, it can give no assurance that its expectations will be attained.
Forward-looking statements involve known and unknown risks that may cause actual
results to differ materially from expected results. Risk factors include,
without limitation, the receipt of regulatory entitlements for and completion of
development projects, in the United States or abroad; construction risks; the
availability and cost of capital and foreign currency; credit risk; the
Company's ability to lease its properties; retail, real estate and economic
conditions; risks inherent to being a partner in joint ventures; commercial and
technological risks related to the Company's investment in e-commerce enabling
technology; competition; and other risks detailed from time to time in Chelsea
Property Group's reports to the Securities and Exchange Commission. The Company
accepts no responsibility for updating forward-looking statements.
CHELSEA PROPERTY GROUP, INC.
STATEMENT OF OPERATIONS - Unaudited
(In thousands, except per share data)
Three Months Ended Year Ended
December 31, December 31,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues:
Base rent (a) $52,896 $39,299 $181,672 $127,229
Percentage rent 11,065 8,198 24,017 18,049
Expense reimbursements 22,508 16,557 65,773 50,559
Other income 3,545 2,615 11,752 11,018
----------- ----------- ----------- -----------
Total revenues 90,014 66,669 283,214 206,855
Expenses:
Operating and
maintenance 26,163 20,286 79,942 57,791
Depreciation and
amortization 16,046 13,075 58,275 48,554
General and
administrative 2,079 1,565 7,075 4,618
Other 1,111 1,099 4,332 2,812
----------- ----------- ----------- -----------
Total expenses 45,399 36,025 149,624 113,775
Income before
unconsolidated
investments, interest
expense and minority
interest 44,615 30,644 133,590 93,080
Income from
unconsolidated
investments 1,018 4,516 9,802 15,025
Loss from and
impairment of Chelsea
Interactive (37,490) (1,890) (47,756) (5,337)
Gain on sale of
unconsolidated
investments, net of
writedown in 2001 - 617 10,911 617
Interest expense (15,002) (10,539) (48,693) (36,865)
----------- ----------- ----------- -----------
(Loss) income before
minority interest (6,859) 23,348 57,854 66,520
Less minority interest (111) (4,493) (12,718) (14,706)
----------- ----------- ----------- -----------
Net (loss) income (6,970) 18,855 45,136 51,814
Preferred dividends (834) (1,047) (3,422) (4,188)
----------- ----------- ----------- -----------
Net (loss) income -
common shareholders ($7,804) $17,808 $41,714 $47,626
Net (loss) income per
common share (diluted,
except for quarter
ended December 31,
2002) (b) ($0.20) $0.47 $1.05 $1.37
Funds from operations
(FFO) (c) $40,782 $34,364 $131,771 $108,862
FFO per common share -
Real estate $0.91 $0.81 $3.14 $2.78
Internet loss per
common share (0.06) (0.04) (0.29) (0.13)
----------- ----------- ----------- -----------
FFO per common share
(diluted) $0.85 $0.77 $2.85 $2.65
Dividends per common
share $0.485 $0.39 $1.86 $1.56
(a) Base rent includes straight-line rent of $1,431 and $580 in the
fourth quarters of 2002 and 2001, respectively, and $3,872 and
$1,761 for the years ended December 31, 2002 and 2001,
respectively.
(b) Basic (loss) earnings per share were ($0.20) and $0.48 in the
fourth quarters of 2002 and 2001, respectively, and $1.09 and
$1.41 for the years ended December 31, 2002 and 2001,
respectively.
(c) FFO per common share is defined as income before minority
interest, gain or loss on sale or writedown of assets and
depreciation and amortization, reduced by amortization of deferred
financing costs, depreciation of non-real estate assets, and
preferred dividends.
CHELSEA PROPERTY GROUP, INC.
CALCULATION OF FFO - Unaudited
(Amounts in thousands)
Three Months Ended Year Ended
December 31, December 31,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net (loss) income -
common shareholders ($7,804) $17,808 $41,714 $47,626
Add:
Depreciation and
amortization - wholly-
owned 16,046 13,075 58,275 48,554
Depreciation and
amortization - joint
ventures 493 1,264 4,166 5,964
Amortization of
deferred financing
costs and depreciation
of non-real estate
assets (660) (481) (2,401) (1,807)
Net gain on sale or
writedown of assets (312) (333) (11,223) (333)
Impairment loss -
Chelsea Interactive 34,370 - 34,370 -
Preferred unit
distributions (1,462) (1,462) (5,848) (5,848)
Minority interest 111 4,493 12,718 14,706
----------- ----------- ----------- -----------
FFO $40,782 $34,364 $131,771 $108,862
Ownership interests:
REIT common shares 41,282 38,148 39,798 34,710
Partnership units held
by minority interest 6,847 6,304 6,426 6,358
----------- ----------- ----------- -----------
Weighted average
shares/units
outstanding 48,129 44,452 46,224 41,068
SELECTED BALANCE SHEET DATA - Unaudited December 31, December 31,
(In thousands, except center data) 2002 2001
------------ ------------
Real estate assets, before depreciation $1,837,174 $1,127,906
Cash and cash equivalents 22,551 24,604
Total assets 1,703,030 1,099,308
Total liabilities 1,107,756 624,246
Minority interest 139,443 115,639
Stockholders' equity 455,831 359,423
Shares and units outstanding at period-end 49,047 43,840
DEBT DATA:
Unsecured bank debt 103,035 5,035
Mortgage debt 306,455 170,209
Unsecured notes due 2005 - 2013 621,330 373,294
Interest coverage ratio - trailing 12 months 4.1x 4.3x
OPERATING DATA: (sq ft in thousands)
Gross leasable area at period end 14,386 12,574
Gross leasable area at period end - Premium
Outlets 8,395 8,273
Weighted average GLA during period 12,758 9,349
Weighted average GLA during period - Premium
Outlets 8,352 8,195
Lease-up at period-end - Domestic Premium
Outlets 99% 98%
Number of centers (including two
international) 58 57
Number of states and foreign countries 31 29
CONTACT:
Chelsea Property Group, Inc.
Leslie T. Chao, President
Michael J. Clarke, CFO
973/228-6111
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