Cedar Realty Trust, Inc 10-Q for FY2023 Q1

Cedar Realty Trust, Inc. (CDR-PB)

10-Q 2023-05-09 For: 2023-03-31

Added on April 06, 2026

About this 10-Q

Cedar Realty Trust, Inc filed this 10-Q on May 9, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $8.92M; up 2.4% from $8.72M a year earlier
Net income: $14K; compared with a net loss of $1.06M a year earlier
Diluted EPS: -$0.19; compared with -$0.28 a year earlier

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Maryland	42-1241468
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2529 Virginia Beach Blvd. Virginia Beach, Virginia	23452
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	CDRpB	New York Stock Exchange
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	CDRpC	New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐


Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – March 31, 2023 (unaudited) and December 31, 2022	4

	Condensed Consolidated Statements of Operations – Three months ended March 31, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Equity – Three months ended March 31, 2023 and 2022 (unaudited)	7-8

	Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2023 and 2022 (unaudited)	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	10-17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18-23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

Part II. Other Information

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

Signatures		27


	March 31,			December 31,
	2023			2022
	(unaudited)
ASSETS
Real estate:
Land	$	69,111,000		$	69,111,000
Buildings and improvements		295,479,000			294,999,000
		364,590,000			364,110,000
Less accumulated depreciation		(159,515,000	)		(157,468,000	)
Real estate, net		205,075,000			206,642,000

Cash and cash equivalents		1,654,000			3,899,000
Restricted cash		10,153,000			9,564,000
Receivables, net		5,819,000			6,135,000
Other assets and deferred charges, net		8,881,000			7,924,000
TOTAL ASSETS	$	231,582,000		$	234,164,000

LIABILITIES AND EQUITY
Secured term loans, net	$	131,552,000		$	131,462,000
Accounts payable and accrued liabilities		9,578,000			10,094,000
Due to Wheeler Real Estate Investment Trust, Inc.		7,955,000			7,328,000
Unamortized intangible lease liabilities		2,969,000			3,078,000
Total liabilities		152,054,000			151,962,000

Commitments and contingencies		—			—

Equity:
Preferred stock		159,541,000			159,541,000
Common stock ($0.06 par value, 150,000,000 shares authorized, 13,718,000 shares, issued and outstanding)		823,000			823,000
Additional paid-in capital		868,323,000			868,323,000
Cumulative distributions in excess of net income		(949,159,000	)		(946,485,000	)
Total equity		79,528,000			82,202,000
TOTAL LIABILITIES AND EQUITY	$	231,582,000		$	234,164,000


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three months ended March 31,
	2023			2022
REVENUES
Rental revenues	$	8,641,000		$	8,514,000
Other revenues		282,000			201,000
Total revenues		8,923,000			8,715,000
EXPENSES
Operating, maintenance and management		2,411,000			2,237,000
Real estate and other property-related taxes		1,389,000			1,242,000
General and administrative		712,000			2,911,000
Depreciation and amortization		2,493,000			2,501,000
Total expenses		7,005,000			8,891,000

OTHER
Transaction costs		—			(3,735,000	)
Impairment charges		—			(197,000	)
Total other		—			(3,932,000	)

OPERATING INCOME (LOSS)		1,918,000			(4,108,000	)

NON-OPERATING INCOME AND EXPENSES
Interest expense, net		(1,904,000	)		(2,707,000	)
Total non-operating income and expenses		(1,904,000	)		(2,707,000	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS		14,000			(6,815,000	)

DISCONTINUED OPERATIONS
Income from discontinued operations		—			6,248,000
Impairment charges		—			(510,000	)
Total income from discontinued operations		—			5,738,000

NET INCOME (LOSS)		14,000			(1,077,000	)

Net loss attributable to noncontrolling interests:
Limited partners' interest in Operating Partnership		—			20,000
Total net loss attributable to noncontrolling interests		—			20,000

NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		14,000			(1,057,000	)

Preferred stock dividends		(2,688,000	)		(2,688,000	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(2,674,000	)	$	(3,745,000	)

NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):
Continuing operations	$	(0.19	)	$	(0.71	)
Discontinued operations		—			0.43
	$	(0.19	)	$	(0.28	)

Weighted average number of common shares - basic and diluted		13,718,000			13,285,000


											Cumulative
									Additional		distributions
	Preferred stock				Common stock				paid-in		in excess of			Total
	Shares		Amount		Shares		Amount		capital		net income			Equity
Balance, December 31, 2022		6,450,000	$	159,541,000		13,718,000	$	823,000	$	868,323,000	$	(946,485,000	)	$	82,202,000
Net income		—		—		—		—		—		14,000			14,000
Preferred stock dividends		—		—		—		—		—		(2,688,000	)		(2,688,000	)
Balance, March 31, 2023		6,450,000	$	159,541,000		13,718,000	$	823,000	$	868,323,000	$	(949,159,000	)	$	79,528,000


	Cedar Realty Trust, Inc. Shareholders
																	Cumulative			Accumulated
											Treasury			Additional			distributions			other
	Preferred stock				Common stock						stock,			paid-in			in excess of			comprehensive
	Shares		Amount		Shares			Amount			at cost			capital			net income			income			Total
Balance, December 31, 2021		6,450,000	$	159,541,000		13,658,000		$	820,000		$	(13,266,000	)	$	881,009,000		$	(582,464,000	)	$	(8,258,000	)	$	437,382,000
Net (loss)		—		—		—			—			—			—			(1,057,000	)		—			(1,057,000	)
Unrealized gain on change in fair value of cash flow hedges		—		—		—			—			—			—			—			8,289,000			8,289,000
Share-based compensation, net		—		—		(21,000	)		(1,000	)		2,459,000			(2,498,000	)		—			—			(40,000	)
Common stock sales, net of issuance expenses		—		—		—			—			—			1,000			—			—			1,000
Preferred stock dividends		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—			—			—			—			(900,000	)		—			(900,000	)
Reallocation adjustment of limited partners' interest		—		—		—			—			—			(4,000	)		—			—			(4,000	)
Balance, March 31, 2022		6,450,000	$	159,541,000		13,637,000		$	819,000		$	(10,807,000	)	$	878,508,000		$	(587,109,000	)	$	31,000		$	440,983,000


	Noncontrolling Interests
	Minority		Limited
	interest in		partners'
	consolidated		interest in
	joint		Operating						Total
	ventures		Partnership			Total			Equity
Balance, December 31, 2021	$	—	$	2,586,000		$	2,586,000		$	439,968,000
Net (loss)		—		(20,000	)		(20,000	)		(1,077,000	)
Unrealized gain on change in fair value of cash flow hedges		—		49,000			49,000			8,338,000
Share-based compensation, net		—		—			—			(40,000	)
Common stock sales, net of issuance expenses		—		—			—			1,000
Preferred stock dividends		—		—			—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		(5,000	)		(5,000	)		(905,000	)
Reallocation adjustment of limited partners' interest		—		4,000			4,000			—
Balance, March 31, 2022	$	—	$	2,614,000		$	2,614,000		$	443,597,000


		March 31, 2023
					Contractual
	Maturity	Balance			interest rates
Description	dates	outstanding			weighted-average
Fixed-rate:
Term loan	Nov 2032	$	110,000,000		5.3%
Term loan	Jan 2033		25,000,000		6.4%
			135,000,000		5.5%
Unamortized issuance costs			(3,448,000	)
		$	131,552,000


	(Loss) recognized in other
	comprehensive income
	reclassified into earnings (effective portion)
	Three months ended March 31,
Classification	2023		2022
Continuing Operations	$	—	$	(1,362,000	)


	Series B		Series C
	Preferred Stock		Preferred Stock
Par value	$	0.01	$	0.01
Liquidation value	$	25.00	$	25.00

	March 31, 2023				December 31, 2022
	Series B		Series C		Series B		Series C
	Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock
Shares authorized		6,050,000		6,450,000		6,050,000		6,450,000
Shares issued and outstanding		1,450,000		5,000,000		1,450,000		5,000,000
Balance	$	34,767,000	$	124,774,000	$	34,767,000	$	124,774,000


	Three months ended March 31,						Change
	2023			2022			Dollars			Percent
Revenues	$	8,923,000		$	8,715,000		$	208,000		2.4%
Property operating expenses		(3,800,000	)		(3,479,000	)		(321,000	)	9.2%
Property operating income		5,123,000			5,236,000			(113,000	)
General and administrative		(712,000	)		(2,911,000	)		2,199,000		-75.5%
Depreciation and amortization		(2,493,000	)		(2,501,000	)		8,000		-0.3%
Impairment charges		—			(197,000	)		197,000		n/a
Transaction costs		—			(3,735,000	)		3,735,000		n/a
Interest expense		(1,904,000	)		(2,707,000	)		803,000		-29.7%
Income (loss) from continuing operations		14,000			(6,815,000	)		6,829,000
Discontinued operations:
Income from operations		—			6,248,000			(6,248,000	)	-100.0%
Impairment charges		—			(510,000	)		510,000		n/a
Net income (loss)		14,000			(1,077,000	)		1,091,000
Net loss attributable to noncontrolling interests		—			20,000			(20,000	)	n/a
Net income (loss) attributable to Cedar Realty Trust, Inc.	$	14,000		$	(1,057,000	)	$	1,071,000


	Three months ended March 31,
	2023		2022
Base rents	$	5,835,000	$	6,286,000
Expense recoveries - variable lease revenue		2,261,000		1,997,000
Percentage rent - variable lease revenue		168,000		123,000
Straight-line rents		191,000		(11,000	)
Amortization of intangible lease liabilities, net		22,000		160,000
		8,477,000		8,555,000
Credit adjustments on operating lease receivables		164,000		(41,000	)
Total rental revenues	$	8,641,000	$	8,514,000


	For the three months ended March 31,
	2023			2022
Operating income (loss)	$	1,918,000		$	(4,108,000	)
Add (deduct):
General and administrative		712,000			2,911,000
Transaction costs		—			3,735,000
Impairment charges		—			197,000
Depreciation and amortization		2,493,000			2,501,000
Straight-line rents		(191,000	)		11,000
Amortization of intangible lease liabilities		(22,000	)		(160,000	)
Other non-property revenue		(242,000	)		(201,000	)
NOI related to properties not defined as same-property		—			(344,000	)
Same-property NOI	$	4,668,000		$	4,542,000

Number of same properties		19			19
Same-property occupancy, end of period		84.8	%		83.8	%
Same-property leased, end of period		87.2	%		83.9	%
Same-property average base rent, end of period	$	10.28		$	10.53


	Three months ended
	March 31, 2023
Renewals (a):
Leases renewed with rate increase (sq feet)		56,171
Leases renewed with rate decrease (sq feet)		-
Leases renewed with no rate change (sq feet)		2,000
Total leases renewed (sq feet)		58,171

Leases renewed with rate increase (count)		5
Leases renewed with rate decrease (count)		-
Leases renewed with no rate change (count)		1
Total leases renewed (count)		6

Option exercised (count)		2

Weighted average on rate increases (per sq foot)	$	0.42
Weighted average on rate decreases (per sq foot)	$	-
Weighted average on all renewals (per sq foot)	$	0.40

Weighted average change over prior rates		3.96	%

New Leases (a) (b):
New leases (sq feet)		42,400
New leases (count)		3
Weighted average rate (per sq foot)	$	13.07


	Three months ended March 31,
	2023			2022
Cash flows (used in) provided by:
Operating activities	$	1,507,000		$	8,705,000
Investing activities	$	(475,000	)	$	(9,768,000	)
Financing activities	$	(2,688,000	)	$	117,000


Exhibit 2.1.a		Asset Purchase Agreement, dated as of March 2, 2022, by and among Cedar Realty Trust, Inc., DRA Fund X-B LLC, and KPR Centers LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on March 3, 2022.*
Exhibit 2.1.b		First Amendment to Asset Purchase and Sale Agreement, dated as of April 1, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC, incorporated by reference to Exhibit 2.1.b of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.c		Second Amendment to Asset Purchase and Sale Agreement, dated as of April 29, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC, incorporated by reference to Exhibit 2.1.c of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.d		Third Amendment to Asset Purchase and Sale Agreement, dated as of July 7, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC incorporated by reference to Exhibit 2.1.d of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.2.a		Agreement and Plan of Merger, dated as of March 2, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 2.2 of the Registrant’s Form 8-K filed on March 3, 2022.*
Exhibit 2.2.b		First Amendment to Merger Agreement, dated as of April 19, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Annex B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 21, 2022.
Exhibit 2.2.c		Second Amendment to Merger Agreement, entered into as of August 9, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on August 12, 2022.
Exhibit 3.1.a		Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-K for the year ended December 31, 2013 filed on February 25, 2014.
Exhibit 3.1.b		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-A filed on August 18, 2017.
Exhibit 3.1.c		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on August 22, 2017.
Exhibit 3.1.d		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on December 15, 2017.
Exhibit 3.1.e		Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 7, 2018.
Exhibit 3.1.f		Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 27, 2020.
Exhibit 3.2		Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on November 27, 2020.
Exhibit 31.1		Rule 13a-14(a) Certification of Chief Executive Officer
Exhibit 31.2		Rule 13a-14(a) Certification of Chief Financial Officer


Exhibit 32.1		Section 1350 Certification of Chief Executive Officer
Exhibit 32.2		Section 1350 Certification of Chief Financial Officer
Exhibit 101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRLtags are embedded within the Inline XBRL document.
Exhibit 101.SCH		Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


By:	/s/ M. ANDREW FRANKLIN	By:	/s/ CRYSTAL PLUM
	M. Andrew Franklin		Crystal Plum
	Chief Executive Officer and President (Principal Executive Officer)		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


	May 9, 2023