CDR-PB 10-Q

Cedar Realty Trust, Inc. (CDR-PB)

10-Q 2021-05-06 For: 2021-03-31

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Added on April 06, 2026


Title of each class	Name of each exchange on which registered	Trading Symbol(s)
Common Stock, $0.06 par value	New York Stock Exchange	CDR
7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange	CDRpB
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange	CDRpC

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 (unaudited)

	Consolidated Balance Sheets – March 31, 2021 and December 31, 2020	4

	Consolidated Statements of Operations – Three months ended March 31, 2021 and 2020	5

	Consolidated Statements of Comprehensive (Loss) – Three months ended March 31, 2021 and 2020	6
	Consolidated Statements of Equity – Three months ended March 31, 2021 and 2020	7-8

	Consolidated Statements of Cash Flows – Three months ended March 31, 2021 and 2020	9

	Notes to Consolidated Financial Statements – March 31, 2021	10-19

Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	20-27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27-28

Item 4.	Controls and Procedures	28

Part II. Other Information

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Signatures		31

	March 31,			December 31,
	2021			2020
ASSETS
Real estate:
Land	$	280,433,000		$	284,694,000
Buildings and improvements		1,190,060,000			1,242,784,000
		1,470,493,000			1,527,478,000
Less accumulated depreciation		(414,071,000	)		(428,569,000	)
Real estate, net		1,056,422,000			1,098,909,000

Real estate held for sale		49,091,000			9,498,000
Cash and cash equivalents		3,138,000			1,637,000
Receivables		22,818,000			21,952,000
Other assets and deferred charges, net		48,487,000			45,255,000
TOTAL ASSETS	$	1,179,956,000		$	1,177,251,000

LIABILITIES AND EQUITY
Mortgage loan payable	$	45,132,000		$	45,385,000
Finance lease obligation		5,334,000			5,340,000
Unsecured revolving credit facility		179,000,000			175,000,000
Unsecured term loans		398,705,000			398,549,000
Accounts payable and accrued liabilities		53,048,000			56,580,000
Unamortized intangible lease liabilities		8,639,000			8,939,000
Total liabilities		689,858,000			689,793,000

Commitments and contingencies		-			-

Equity:
Cedar Realty Trust, Inc. shareholders' equity:
Preferred stock		159,541,000			159,541,000
Common stock ($0.06 par value, 150,000,000 shares authorized, 13,629,000 and 13,530,000 shares, issued and outstanding, respectively)		818,000			812,000
Treasury stock (416,000 and 447,000 shares, respectively, at cost)		(13,961,000	)		(15,133,000	)
Additional paid-in capital		879,413,000			879,790,000
Cumulative distributions in excess of net income		(525,171,000	)		(522,696,000	)
Accumulated other comprehensive (loss)		(14,645,000	)		(18,816,000	)
Total Cedar Realty Trust, Inc. shareholders' equity		485,995,000			483,498,000
Noncontrolling interests:
Minority interests in consolidated joint ventures		1,203,000			1,053,000
Limited partners' OP Units		2,900,000			2,907,000
Total noncontrolling interests		4,103,000			3,960,000
Total equity		490,098,000			487,458,000
TOTAL LIABILITIES AND EQUITY	$	1,179,956,000		$	1,177,251,000

	Three months ended March 31,
	2021			2020
REVENUES
Rental revenues	$	33,336,000		$	35,115,000
Other		215,000			7,370,000
Total revenues		33,551,000			42,485,000
EXPENSES
Operating, maintenance and management		7,780,000			7,721,000
Real estate and other property-related taxes		5,120,000			5,122,000
General and administrative		4,528,000			5,002,000
Depreciation and amortization		11,211,000			13,747,000
Total expenses		28,639,000			31,592,000

OTHER
Gain on sales		1,047,000			-
Impairment charges		-			(7,474,000	)
Total other		1,047,000			(7,474,000	)

OPERATING INCOME		5,959,000			3,419,000

NON-OPERATING INCOME AND EXPENSES
Interest expense		(4,706,000	)		(5,517,000	)
Total non-operating income and expenses		(4,706,000	)		(5,517,000	)

NET INCOME (LOSS)		1,253,000			(2,098,000	)

Net (income) loss attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		(150,000	)		(176,000	)
Limited partners' interest in Operating Partnership		9,000			28,000
Total net (income) attributable to noncontrolling interests		(141,000	)		(148,000	)

NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		1,112,000			(2,246,000	)

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

NET (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,576,000	)	$	(4,934,000	)

NET (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):	$	(0.12	)	$	(0.39	)

Weighted average number of common shares - basic and diluted		13,144,000			13,086,000

	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, 2020		6,450,000	$	159,541,000		13,530,000	$	812,000	$	(15,133,000	)	$	879,790,000		$	(522,696,000	)	$	(18,816,000	)	$	483,498,000
Net income (loss)		—		—		—		—		—			—			1,112,000			—			1,112,000
Unrealized gain on change in fair value of cash flow hedges		—		—		—		—		—			—			—			4,171,000			4,171,000
Share-based compensation, net		—		—		99,000		6,000		1,172,000			(397,000	)		—			—			781,000
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		—		—		—		—		—			—			(899,000	)		—			(899,000	)
Reallocation adjustment of limited partners' interest		—		—		—		—		—			19,000			—			—			19,000
Balance, March 31, 2021		6,450,000	$	159,541,000		13,629,000	$	818,000	$	(13,961,000	)	$	879,413,000		$	(525,171,000	)	$	(14,645,000	)	$	485,995,000

	Noncontrolling Interests
	Minority		Limited
	interest in		partners'
	consolidated		interest in
	joint		Operating						Total
	ventures		Partnership			Total			Equity
Balance, December 31, 2020	$	1,053,000	$	2,907,000		$	3,960,000		$	487,458,000
Net income (loss)		150,000		(9,000	)		141,000			1,253,000
Unrealized gain on change in fair value of cash flow hedges		—		26,000			26,000			4,197,000
Share-based compensation, net		—		—			—			781,000
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	)		(904,000	)
Reallocation adjustment of limited partners' interest		—		(19,000	)		(19,000	)		—
Balance, March 31, 2021	$	1,203,000	$	2,900,000		$	4,103,000		$	490,098,000

	March 31, 2021
Description	Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)	$	881,000	$	—	$	—	$	881,000
Deferred compensation liabilities (b)	$	885,000	$	—	$	—	$	885,000
Interest rate swaps liability (b)	$	—	$	14,731,000	$	—	$	14,731,000


	December 31, 2020
Description	Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)	$	948,000	$	—	$	—	$	948,000
Deferred compensation liabilities (b)	$	952,000	$	—	$	—	$	952,000
Interest rate swaps liability (b)	$	—	$	18,927,000	$	—	$	18,927,000

(a) Included in other assets and deferred charges, net, in the accompanying consolidated balance sheets.
(b) Included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

		March 31, 2021
					Contractual
	Maturity	Balance			interest rates
Description	dates	outstanding			weighted-average
Fixed-rate mortgage	Jun 2026	$	45,381,000		3.9%
Finance lease obligation	Sep 2050		5,622,000		5.3%
Unsecured credit facilities:
Variable-rate:
Revolving credit facility (a)	Sep 2021		179,000,000		1.7%
Term loan	Sep 2022		50,000,000		1.8%
Fixed-rate (b):
Term loan	Feb 2022		50,000,000		3.3%
Term loan	Sep 2022		50,000,000		3.5%
Term loan	Apr 2023		100,000,000		3.5%
Term loan	Sep 2024		75,000,000		3.9%
Term loan	Jul 2025		75,000,000		4.8%
			630,003,000		3.1%
Unamortized issuance costs			(1,832,000	)
		$	628,171,000

		(Loss) gain recognized in other
		comprehensive (loss) income
		(effective portion)
Designation/		Three months ended March 31,
Cash flow	Derivative	2021			2020
Qualifying	Interest rate swaps	$	2,394,000		$	(15,363,000	)

		Gain (loss) recognized in other
		comprehensive (loss) income
		reclassified into earnings (effective portion)
		Three months ended March 31,
	Classification	2021			2020
	Continuing Operations	$	(1,803,000	)	$	(349,000	)

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

	March 31, 2021				December 31, 2020
	Series B		Series C		Series B		Series C
	Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock
Shares authorized		1,450,000		6,450,000		1,450,000		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

							Change
	2021			2020			Dollars			Percent
Revenues	$	33,551,000		$	42,485,000		$	(8,934,000	)	-21.0%
Property operating expenses		(12,900,000	)		(12,843,000	)		(57,000	)	0.4%
Property operating income		20,651,000			29,642,000			(8,991,000	)
General and administrative		(4,528,000	)		(5,002,000	)		474,000		-9.5%
Depreciation and amortization		(11,211,000	)		(13,747,000	)		2,536,000		-18.4%
Gain on sales		1,047,000			—			1,047,000		n/a
Impairment charges		—			(7,474,000	)		7,474,000		n/a
Interest expense		(4,706,000	)		(5,517,000	)		811,000		-14.7%
Net income (loss)		1,253,000			(2,098,000	)		3,351,000
Net (income) attributable to noncontrolling interests		(141,000	)		(148,000	)		7,000
Net income (loss) attributable to Cedar Realty Trust, Inc.	$	1,112,000		$	(2,246,000	)	$	3,358,000

	For the three months ended March 31,
	2021			2020
Operating income	$	5,959,000		$	3,419,000
Add (deduct):
General and administrative		4,528,000			5,002,000
Gain on sales		(1,047,000	)		—
Impairment charges		—			7,474,000
Depreciation and amortization		11,211,000			13,747,000
Straight-line rents		(131,000	)		(43,000	)
Amortization of intangible lease liabilities		(277,000	)		(459,000	)
Other adjustments		(26,000	)		(58,000	)
NOI related to properties not defined as same-property		(3,604,000	)		(11,575,000	)
Same-property NOI	$	16,613,000		$	17,507,000

Number of same properties		45			45
Same-property occupancy, end of period		89.4	%		90.7	%
Same-property leased, end of period		90.1	%		92.8	%
Same-property average base rent, end of period	$	13.53		$	13.73

												Tenant
					New rent		Prior rent		Cash basis			improvements
	Leases				per		per		%			per
	signed		GLA		sq.ft. ($)		sq.ft. ($)		change			sq.ft. ($)
Renewals		21		144,100		16.16		16.14		0.1	%		2.56
New Leases - Comparable		4		33,500		21.84		20.66		5.7	%		17.91	(a)
New Leases - Non-Comparable (b)		6		90,600		16.21	n/a		n/a				66.22	(a)
Total (c)		31		268,200		16.88	n/a		n/a				25.98

	Mortgage Loan		Finance Lease		Revolving			Term
Year	Payable		Obligation		Credit Facility			Loans		Total
2021	$	810,000	$	26,000		179,000,000	(a)	$	-	$	179,836,000
2022		1,116,000		37,000		-			150,000,000		151,153,000
2023		1,160,000		39,000		-			100,000,000		101,199,000
2024		1,206,000		41,000		-			75,000,000		76,247,000
2025		1,253,000		44,000		-			75,000,000		76,297,000
Thereafter		39,836,000		5,435,000		-			-		45,271,000
	$	45,381,000	$	5,622,000	$	179,000,000		$	400,000,000	$	630,003,000

	Three months ended March 31,
	2021			2020
Expense relating to share/unit grants	$	929,000		$	1,077,000
Amounts capitalized		(49,000	)		(63,000	)
Total charged to operations	$	880,000		$	1,014,000

				Weighted average
	Shares			grant date value
Unvested shares/units, December 31, 2020		642,000		$	25.86
Restricted share grants		119,000		$	10.58
Vested during period		(67,000	)	$	38.62
Forfeitures/cancellations		(6,000	)	$	17.54
Unvested shares/units, March 31, 2021		688,000		$	22.05

	For the three months ended March 31,
	2021			2020
Cash flows provided by (used in):
Operating activities	$	9,542,000		$	13,389,000
Investing activities	$	(5,701,000	)	$	(9,813,000	)
Financing activities	$	(2,340,000	)	$	68,559,000

By:	/s/ BRUCE J. SCHANZER	By:	/s/ PHILIP R. MAYS
	Bruce J. Schanzer		Philip R. Mays
	President and Chief Executive Officer (Principal executive officer)		Executive Vice President, Chief Financial Officer and Treasurer
			(Principal financial officer)

	May 6, 2021