8-K
CEDAR REALTY TRUST, INC. (CDR-PC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2022
CEDAR REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-31817 | 42-1241468 |
|---|---|
| (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
928 Carmans Road
Massapequa, New York 11758
(Address of Principal Executive Offices) (Zip Code)
(516) 767-6492
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| 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 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Items 2.02 and 7.01.Results of Operations and Financial Condition, and Regulation FD.
On August 4, 2022, Cedar Realty Trust, Inc. issued a press release announcing its comparative financial results as well as certain supplemental financial information for the three and six months ended June 30, 2022. The press release and the supplemental financial information are furnished as Exhibit 99.1 and are incorporated herein by reference.
The information in this Current Report on Form 8-K is furnished under Item 2.02 – “Results of Operations and Financial Condition” and Item 7.01 – “Regulation FD Disclosure”. This information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in any such filing.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Cedar Realty Trust, Inc. Supplemental Financial Information at June 30, 2022 (including press release dated August 4, 2022). |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
CEDAR REALTY TRUST, INC.
/s/ JENNIFER BITTERMAN
Jennifer Bitterman
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
Dated: August 4, 2022
cdr-ex991_6.htm
CEDAR REALTY TRUST, INC.
Supplemental Financial Information
June 30, 2022
(unaudited)
TABLE OF CONTENTS
| Earnings Press Release | 4 - 7 |
|---|---|
| Financial Information | |
| Condensed Consolidated Balance Sheets | 8 |
| Condensed Consolidated Statements of Operations | 9 |
| Supporting Schedules to Consolidated Statements | 10 |
| Funds From Operations and Additional Disclosures | 11 |
| EBITDA for Real Estate and Additional Disclosures | 12 |
| Summary of Outstanding Debt and Maturities | 13 |
| Portfolio Information | |
| Real Estate Summary | 14 – 15 |
| Tenant Concentration | 16 |
| Lease Expirations | 17 |
| Leasing Activity | 18 |
| Same-Property Net Operating Income | 19 |
| Summary of Real Estate Held for Sale | 20 |
| Non-GAAP Financial Disclosures | 21 |
Forward-Looking Statements
The information contained in this Supplemental Financial Information is unaudited and does not purport to disclose all items required by accounting principles generally accepted in the United States (“GAAP”). In addition, certain statements made or incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cedar Realty Trust, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import, or the negative thereof. Factors that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: (i) the possibility that any or all of the various conditions to the consummation of the Merger (as defined herein) may not be satisfied or waived; (ii) the ability of the parties to the Merger to obtain required financing in connection with the proposed Merger; (iii) the possibility that competing offers or acquisition proposals for the Company and/or its assets will be made; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement (as defined herein), including in circumstances which would require the Company to pay a termination fee or other expenses; (v) the risk that shareholder litigation in connection with the Transactions (as defined herein) may result in significant costs of defense, indemnification and liability; (vi) the ability and willingness of the Company's tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (vii) the loss or bankruptcy of the Company's tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic; (viii) the ability and willingness of the Company's tenants to renew their leases with the Company upon expiration, the Company's ability to re-lease its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; (ix) risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; (x) risks endemic to real estate and the real estate industry generally; (xi) damage to the Company's properties from catastrophic weather and other natural events, and the physical effects of climate change; (xii) uninsured losses; (xiii) the Company's ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xiv) information technology security breaches. For further discussion of factors that could materially affect the outcome of forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and other documents that the Company files with the Securities and Exchange Commission from time to time.
Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.
CEDAR REALTY TRUST REPORTS
SECOND QUARTER 2022 RESULTS
Massapequa, New York – August 4, 2022 – Cedar Realty Trust, Inc. (NYSE:CDR – the “Company”) today reported results for the second quarter 2022. Net loss attributable to common shareholders was $(3.41) per diluted share. Other highlights include:
Operating Highlights
| • | NAREIT-defined Funds From Operations (FFO) of a negative $(1.64) per diluted share for the quarter |
|---|---|
| • | Operating FFO of $0.58 per diluted share for the quarter |
| --- | --- |
| • | Same-property net operating income (NOI) decreased 3.5% for the quarter |
| --- | --- |
| • | Signed 32 new and renewal leases for 178,600 square feet in the quarter |
| --- | --- |
| • | Comparable cash-basis lease spreads of 0.9% for the quarter |
| --- | --- |
Balance Sheet Highlights
| • | On May 16, 2022, the Company sold Riverview Plaza for $34 million |
|---|---|
| • | On May 27, 2022, the Company’s common stockholders at a special meeting of stockholders approved the previously announced transactions |
| --- | --- |
| • | On June 28, 2022, the Company acquired the minority ownership in the Crossroads joint venture for $1.0 million |
| --- | --- |
Subsequent Events
| • | On July 7, 2022, the Company completed the 33 Grocery-Anchored Portfolio Sale and the sale of East River and Senator Square for $879 million |
|---|---|
| • | On July 11, 2022, the Company paid-off its unsecured term notes and unsecured credit facility |
| --- | --- |
| • | On July 11, 2022, in connection with the pay-off of the unsecured term notes, the Company terminated all its interest rate swap agreements for a net benefit of $3.4 million |
| --- | --- |
Transaction Agreements
On March 2, 2022, the Company announced that following its previously announced review of strategic alternatives, it had entered into definitive agreements for the sale of the Company and its assets in a series of related all-cash transactions. Specifically, on March 2, 2022, the Company and certain of its subsidiaries, DRA Fund X-B LLC and KPR Centers LLC (together with their respective designees, the “Grocery-Anchored Purchasers”) entered into an asset purchase and sale agreement to purchase a portfolio of 33 grocery-anchored shopping centers from the Company for a cash purchase price of $840.0 million (the “Grocery-Anchored Portfolio Sale”). This agreement provides that to the extent specified redevelopment assets of the Company are not sold by the Company to third parties prior to the closing, these assets will be acquired for an additional cash purchase price of up to $80.5 million. In addition, on March 2, 2022, the Company entered into an agreement and plan of merger with Wheeler Real Estate Investment Trust, Inc. (“Wheeler”) and certain of its affiliates pursuant to which Wheeler will acquire the balance of the Company’s shopping center assets by way of an all-cash merger transaction that values the remaining portfolio at $291.3 million (the “Merger”). Following completion of the transactions contemplated by the merger agreement, the Company will survive as a wholly-owned subsidiary of Wheeler. The Company’s currently outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock will remain outstanding as shares of preferred stock in the surviving company following the transactions and are expected to remain listed on the New York Stock Exchange.
The two transactions discussed above were unanimously approved by the Company’s Board of Directors and were approved by the Company’s common stockholders at a special meeting of stockholders held on May 27, 2022, and are estimated to generate total net proceeds, after all transaction expenses, of approximately $29.00 per share in cash, which will be distributed to shareholders upon completion of the Merger. The Merger is expected to close in August 2022, subject to satisfaction of customary closing conditions.
On July 7, 2022, the Company and certain of its subsidiaries completed the Grocery-Anchored Portfolio Sale and East River Park and Senator Square sales for total gross proceeds of approximately $879 million, including the assumed debt. There were no material relationships among the Company, the Grocery-Anchored Purchasers, or any of their respective affiliates.
Common Stock Dividends
In connection with the two transactions discussed above, the Company and its Board announced a suspension of its previously announced 2022 common stock dividend policy and that the Company will not pay a dividend on the common stock for the second quarter ending June 30, 2022. The Board will assess future quarterly common dividend declarations going forward.
Financial Results
Net loss attributable to common shareholders for the second quarter of 2022 was $(45.3) million or $(3.41) per diluted share, compared to net income of $48.4 million or $3.52 per diluted share for the same period in 2021. Net loss attributable to common shareholders for the six-month period ending June 30, 2022 was $(49.0) million or $(3.69) per diluted share, compared to net income of $46.8 million or $3.41 per diluted share for the same period in 2021. The principal differences in the comparative three and six-month results were gain on sales of properties in 2021, impairment charges on properties held for sale in 2022, transaction costs in 2022, and the acceleration of depreciation relating to the demolition of certain existing buildings at redevelopment properties in 2021.
NAREIT-defined FFO for the second quarter of 2022 was a negative $(22.5) million or $(1.64) per diluted share, compared to $8.2 million or $0.59 per diluted share for the same period in 2021. The decrease is attributable to transaction costs incurred in 2022 relating to the two transactions discussed above. Operating FFO for the second quarter of 2022 was $7.9 million or $0.58 per diluted share, compared to $8.5 million or $0.61 per diluted share for the same period in 2021.
NAREIT-defined FFO for the six months ended June 30, 2022 was a negative $(17.3) million or $(1.25) per diluted share, compared to $16.8 million or $1.21 per diluted share for the same period in 2021. The decrease is attributable to transaction costs incurred in 2022 relating to the two transactions discussed above. Operating FFO for the six months ended June 30, 2022 was $16.9 million or $1.22 per diluted share, compared to $17.1 million or $1.23 per diluted share for the same period in 2021.
Portfolio Update
During the second quarter of 2022, the Company signed 32 leases, for 178,600 square feet. On a comparable space basis, the Company signed 29 leases for 128,700 square feet at a positive lease spread of 0.9% on a cash basis (new leases increased 2.8% and renewals increased 0.6%). During the six-month period ended June 30, 2022, the Company signed 68 leases, for 339,800 square feet. On a comparable space basis, the Company signed 63 leases for 346,500 square feet at a positive lease spread of 14.2% on a cash basis (new leases increased 46.2% and renewals increased 3.4%).
Same-property NOI decreased 3.5% for the second quarter of 2022 and increased 0.1% for the six months ended June 30, 2022, as compared to the same periods in 2021.
The Company’s total portfolio, excluding properties held for sale, was 86.3% leased at June 30, 2022. The Company’s same-property portfolio was 86.3% leased at June 30, 2022, compared to 86.9% at June 30, 2021.
As of June 30, 2022, Carll’s Corner, located in Bridgeton, New Jersey, the 33 grocery-anchored shopping centers and two redevelopment properties have been classified as “real estate held for sale” on the accompanying consolidated balance sheet.
Balance Sheet
On August 30, 2021, the Company amended its existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the new unsecured revolving credit facility is $185 million with an expiration in August 2024. The new unsecured revolving credit facility may be extended, at the Company’s option for two additional one-year periods, subject to customary conditions. Interest on the borrowings under the new unsecured revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (150 bps at June 30, 2022), based on the Company’s leverage ratio. Interest on borrowings under the unsecured credit facility is based on the Company’s leverage ratio. The Company extended its $50 million term note four years with an expiration in August 2026. As of June 30, 2022, the Company had $41.0 million outstanding under its revolving credit facility. On July 11, 2022, in connection with the transactions noted above paid-off its unsecured credit facility and its unsecured term notes.
Non-GAAP Financial Measures
NAREIT-defined FFO is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company considers NAREIT-defined FFO to be an appropriate measure of its financial performance because 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 other depreciable assets. The Company also considers Operating FFO to be an additional meaningful financial measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as acquisition pursuit costs, amounts relating to early extinguishment of debt and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items. NAREIT-defined FFO and Operating FFO should be reviewed with GAAP net income attributable to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. A
reconciliation of net income (loss) attributable to common shareholders to NAREIT-defined FFO and Operating FFO for the three and six months ended June 30, 2022 and 2021 is detailed in the attached schedule.
EBITDAre is a recognized supplemental non-GAAP financial measure. The Company presents EBITDAre in accordance with the definition adopted by NAREIT, which generally defines EBITDAre as net income plus interest expense, income tax expense, depreciation, amortization, and impairment write-downs of depreciated property, plus or minus losses and gains on the disposition of depreciated property, and adjustments to reflect the Company’s share of EBITDAre of unconsolidated affiliates. The Company believes EBITDAre provides additional information with respect to the Company’s performance and ability to meet its future debt service requirements. The Company also considers Adjusted EBITDAre to be an additional meaningful financial measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as management transition, acquisition pursuit and redevelopment costs. The Company believes Adjusted EBITDAre further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items. EBITDAre and Adjusted EBITDAre should be reviewed with GAAP net income, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities and should not be considered as an alternative to income from continuing operations or to cash flow from operating activities. The Company’s computation of Adjusted EBITDAre may differ from the computations utilized by other companies and, accordingly, may not be comparable to such companies.
Same-property NOI is a widely recognized supplemental non-GAAP financial measure for REITs. Properties are included in same-property NOI if they are owned and operated for the entirety of both periods being compared, except for properties undergoing significant redevelopment and expansion until such properties have stabilized, and properties classified as held for sale. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from same-property NOI. The Company considers same-property NOI useful to investors as it provides an indication of the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses, as well as other infrequent items such as lease termination income which tends to fluctuate more than rents from year to year. Same property NOI should be reviewed with consolidated operating income, the most directly comparable GAAP financial measure.
Supplemental Financial Information Package
The Company has issued “Supplemental Financial Information” for the period ended June 30, 2022. Such information has been filed today as an exhibit to Form 8-K and will also be available on the Company’s website at www.cedarrealtytrust.com.
About Cedar Realty Trust
Cedar Realty Trust, Inc. is a fully-integrated real estate investment trust which focuses on the ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. The Company’s portfolio (excluding properties treated as “held for sale”) comprises 17 properties, with approximately 2.6 million square feet of gross leasable area.
For additional financial and descriptive information on the Company, its operations and its portfolio, please refer to the Company’s website at www.cedarrealtytrust.com.
Forward-Looking Statements
Certain statements made in this press release that are not strictly historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cedar Realty Trust, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import, or the negative thereof. Factors that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: (i) the possibility that any or all of the various conditions to the consummation of the Merger (as defined herein) may not be satisfied or waived; (ii) the ability of the parties to the Merger to obtain required financing in connection with the proposed Merger; (iii) the possibility that competing offers or acquisition proposals for the Company and/or its assets will be made; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement (as defined herein), including in circumstances which would require the Company to pay a termination fee or other expenses; (v) the risk that shareholder litigation in connection with the Transactions (as defined herein) may result in significant costs of defense, indemnification and liability; (vi) the ability and willingness of the Company's tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (vii) the loss or bankruptcy of the Company's tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic; (viii) the ability and willingness of the Company's tenants to renew their leases with the Company upon expiration, the Company's ability to re-lease its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; (ix) risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-
commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; (x) risks endemic to real estate and the real estate industry generally; (xi) damage to the Company's properties from catastrophic weather and other natural events, and the physical effects of climate change; (xii) uninsured losses; (xiii) the Company's ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xiv) information technology security breaches. For further discussion of factors that could materially affect the outcome of forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the years ended December 31, 2021 and December 31, 2020, when available, and other documents that the Company files with the Securities and Exchange Commission from time to time.
Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.
Contact Information:
Cedar Realty Trust, Inc.
Jennifer Bitterman
Executive Vice President, Chief Financial Officer and Treasurer
(516) 944-4561
CEDAR REALTY TRUST, INC.
Condensed Consolidated Balance Sheets
| June 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ASSETS | ||||||
| Real estate, at cost | $ | 370,128,000 | $ | 369,827,000 | ||
| Less accumulated depreciation | (159,992,000 | ) | (155,250,000 | ) | ||
| Real estate, net | 210,136,000 | 214,577,000 | ||||
| Real estate held for sale | 719,312,000 | 757,037,000 | ||||
| Investment in unconsolidated joint venture | 4,809,000 | 4,654,000 | ||||
| Cash and cash equivalents | 1,042,000 | 3,039,000 | ||||
| Restricted cash | 230,000 | 230,000 | ||||
| Receivables | 13,098,000 | 13,580,000 | ||||
| Other assets and deferred charges, net | 21,522,000 | 23,777,000 | ||||
| TOTAL ASSETS | $ | 970,149,000 | $ | 1,016,894,000 | ||
| LIABILITIES AND EQUITY | ||||||
| Liabilities: | ||||||
| Mortgage loan payable, net - held for sale | $ | 156,356,000 | $ | 156,821,000 | ||
| Finance lease obligation - held for sale | 5,300,000 | 5,314,000 | ||||
| Unsecured revolving credit facility | 41,000,000 | 66,000,000 | ||||
| Unsecured term loans, net | 299,092,000 | 298,903,000 | ||||
| Accounts payable and accrued liabilities | 61,301,000 | 42,099,000 | ||||
| Unamortized intangible lease liabilities | 5,040,000 | 5,367,000 | ||||
| Unamortized intangible lease liabilities - held for sale | 2,238,000 | 2,422,000 | ||||
| Total liabilities | 570,327,000 | 576,926,000 | ||||
| Equity: | ||||||
| Preferred stock | 159,541,000 | 159,541,000 | ||||
| Common stock and other shareholders' equity | 238,787,000 | 277,841,000 | ||||
| Noncontrolling interests | 1,494,000 | 2,586,000 | ||||
| Total equity | 399,822,000 | 439,968,000 | ||||
| TOTAL LIABILITIES AND EQUITY | $ | 970,149,000 | $ | 1,016,894,000 |
CEDAR REALTY TRUST, INC.
Condensed Consolidated Statements of Operations
| Three months ended June 30, | Six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| PROPERTY REVENUES | ||||||||||||
| Rental revenues | $ | 8,367,000 | $ | 10,603,000 | $ | 16,443,000 | $ | 21,445,000 | ||||
| Other | 136,000 | 241,000 | 338,000 | 334,000 | ||||||||
| Total property revenues | 8,503,000 | 10,844,000 | 16,781,000 | 21,779,000 | ||||||||
| PROPERTY OPERATING EXPENSES | ||||||||||||
| Operating, maintenance and management | 2,019,000 | 1,842,000 | 3,816,000 | 4,160,000 | ||||||||
| Real estate and other property-related taxes | 1,526,000 | 1,822,000 | 2,768,000 | 3,680,000 | ||||||||
| Total property operating expenses | 3,545,000 | 3,664,000 | 6,584,000 | 7,840,000 | ||||||||
| PROPERTY OPERATING INCOME | 4,958,000 | 7,180,000 | 10,197,000 | 13,939,000 | ||||||||
| OTHER EXPENSES AND INCOME | ||||||||||||
| General and administrative | 2,861,000 | 5,096,000 | 5,773,000 | 9,500,000 | ||||||||
| Depreciation and amortization | 2,850,000 | 2,976,000 | 5,351,000 | 6,437,000 | ||||||||
| Gain on sales | - | (48,857,000 | ) | - | (48,857,000 | ) | ||||||
| Transaction costs | 30,457,000 | - | 34,192,000 | - | ||||||||
| Impairment charges (reversal) | 2,000 | (1,849,000 | ) | 199,000 | (1,849,000 | ) | ||||||
| Total other expenses and income | 36,170,000 | (42,634,000 | ) | 45,515,000 | (34,769,000 | ) | ||||||
| OPERATING INCOME | (31,212,000 | ) | 49,814,000 | (35,318,000 | ) | 48,708,000 | ||||||
| NON-OPERATING INCOME AND EXPENSES | ||||||||||||
| Interest expense | (3,130,000 | ) | (3,803,000 | ) | (5,837,000 | ) | (7,982,000 | ) | ||||
| Total non-operating income and expense | (3,130,000 | ) | (3,803,000 | ) | (5,837,000 | ) | (7,982,000 | ) | ||||
| NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (34,342,000 | ) | 46,011,000 | (41,155,000 | ) | 40,726,000 | ||||||
| DISCONTINUED OPERATIONS | ||||||||||||
| Income from operations | 7,698,000 | 5,453,000 | 13,946,000 | 10,944,000 | ||||||||
| Impairment charges | (16,119,000 | ) | - | (16,630,000 | ) | - | ||||||
| Gain on sales | - | - | - | 1,047,000 | ||||||||
| Total (loss) income from discontinued operations | (8,421,000 | ) | 5,453,000 | (2,684,000 | ) | 11,991,000 | ||||||
| NET (LOSS) INCOME | (42,763,000 | ) | 51,464,000 | (43,839,000 | ) | 52,717,000 | ||||||
| Attributable to noncontrolling interests | 176,000 | (409,000 | ) | 196,000 | (550,000 | ) | ||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. | (42,587,000 | ) | 51,055,000 | (43,643,000 | ) | 52,167,000 | ||||||
| Preferred stock dividends | (2,688,000 | ) | (2,688,000 | ) | (5,376,000 | ) | (5,376,000 | ) | ||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | (45,275,000 | ) | $ | 48,367,000 | $ | (49,019,000 | ) | $ | 46,791,000 | ||
| NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): | ||||||||||||
| Continuing operations | $ | (2.78 | ) | $ | 3.11 | $ | (3.49 | ) | $ | 2.51 | ||
| Discontinued operations | (0.63 | ) | 0.41 | (0.20 | ) | 0.90 | ||||||
| $ | (3.41 | ) | $ | 3.52 | $ | (3.69 | ) | $ | 3.41 | |||
| Weighted average number of common shares - basic and diluted | 13,288,000 | 13,197,000 | 13,287,000 | 13,171,000 |
CEDAR REALTY TRUST, INC.
Supporting Schedules to Consolidated Statements
| Balance Sheets | June 30, | December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||
| Construction in process (included in real estate, at cost) | $ | 1,742,000 | $ | 3,972,000 | ||||||
| Receivables | ||||||||||
| Rents and other tenant receivables, net | $ | 6,833,000 | $ | 7,242,000 | ||||||
| Mortgage note and other receivable | 3,500,000 | 3,500,000 | ||||||||
| Straight-line rents | 2,765,000 | 2,838,000 | ||||||||
| $ | 13,098,000 | $ | 13,580,000 | |||||||
| Other assets and deferred charges, net | ||||||||||
| Lease origination costs | $ | 4,368,000 | $ | 4,711,000 | ||||||
| Right-of-use assets | 9,258,000 | 9,861,000 | ||||||||
| Prepaid expenses | 3,258,000 | 7,255,000 | ||||||||
| Revolving credit facility issuance costs | 927,000 | 1,134,000 | ||||||||
| Interest rate swap assets | 3,176,000 | - | ||||||||
| Other | 535,000 | 816,000 | ||||||||
| $ | 21,522,000 | $ | 23,777,000 | |||||||
| Accounts payable and accrued liabilities | ||||||||||
| Accounts payable and accrued liabilities | $ | 51,611,000 | $ | 23,648,000 | ||||||
| Right-of-use liabilities | 9,670,000 | 10,219,000 | ||||||||
| Interest rate swap liabilities | 20,000 | 8,232,000 | ||||||||
| $ | 61,301,000 | $ | 42,099,000 | |||||||
| Statements of Operations | Three months ended June 30, | Six months ended June 30, | ||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||
| Rental revenues | ||||||||||
| Base rents | $ | 5,878,000 | $ | 7,686,000 | $ | 11,796,000 | $ | 15,493,000 | ||
| Expense recoveries | 2,201,000 | 2,476,000 | 4,143,000 | 5,094,000 | ||||||
| Percentage rent | 146,000 | 122,000 | 269,000 | 363,000 | ||||||
| Straight-line rents | (19,000 | ) | 159,000 | (87,000 | ) | 171,000 | ||||
| Amortization of intangible lease liabilities, net | 161,000 | 160,000 | 322,000 | 324,000 | ||||||
| $ | 8,367,000 | $ | 10,603,000 | $ | 16,443,000 | $ | 21,445,000 |
CEDAR REALTY TRUST, INC.
Funds From Operations and Additional Disclosures
| Three months ended June 30, | Six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income attributable to common shareholders | $ | (45,275,000 | ) | $ | 48,367,000 | $ | (49,019,000 | ) | $ | 46,791,000 | ||
| Real estate depreciation and amortization | 6,809,000 | 10,227,000 | 15,066,000 | 21,420,000 | ||||||||
| Limited partners' interest | (176,000 | ) | 287,000 | (196,000 | ) | 278,000 | ||||||
| Gain on sales | - | (48,857,000 | ) | - | (49,904,000 | ) | ||||||
| Impairment charges | 16,121,000 | (1,849,000 | ) | 16,829,000 | (1,849,000 | ) | ||||||
| Consolidated minority interests: | ||||||||||||
| Share of income | - | 122,000 | - | 272,000 | ||||||||
| Share of FFO | - | (88,000 | ) | - | (201,000 | ) | ||||||
| Funds From Operations ("FFO") applicable to diluted common shares | (22,521,000 | ) | 8,209,000 | (17,320,000 | ) | 16,807,000 | ||||||
| Adjustments for items affecting comparability: | ||||||||||||
| Transaction costs (a) | 30,457,000 | - | 34,192,000 | - | ||||||||
| Redevelopment costs (b) | - | 230,000 | - | 230,000 | ||||||||
| Financing costs (c) | - | 44,000 | - | 44,000 | ||||||||
| Operating Funds From Operations ("Operating FFO") applicable to diluted common shares | $ | 7,936,000 | $ | 8,483,000 | $ | 16,872,000 | $ | 17,081,000 | ||||
| FFO per diluted common share: | $ | (1.64 | ) | $ | 0.59 | $ | (1.25 | ) | $ | 1.21 | ||
| Operating FFO per diluted common share: | $ | 0.58 | $ | 0.61 | $ | 1.22 | $ | 1.23 | ||||
| Weighted average number of diluted common shares: | ||||||||||||
| Common shares and equivalents | 13,703,000 | 13,855,000 | 13,728,000 | 13,845,000 | ||||||||
| OP Units | 65,000 | 81,000 | 73,000 | 81,000 | ||||||||
| 13,768,000 | 13,936,000 | 13,801,000 | 13,926,000 | |||||||||
| Additional Disclosures (d): | ||||||||||||
| Straight-line rents | $ | (19,000 | ) | $ | 159,000 | $ | (87,000 | ) | $ | 171,000 | ||
| Amortization of intangible lease liabilities | 161,000 | 160,000 | 322,000 | 324,000 | ||||||||
| Non-real estate amortization | 207,000 | 395,000 | 377,000 | 739,000 | ||||||||
| Share-based compensation, net | 281,000 | 880,000 | 823,000 | 1,760,000 | ||||||||
| Maintenance capital expenditures (e) - includes held for sale properties | 548,000 | 770,000 | 928,000 | 1,627,000 | ||||||||
| Lease related expenditures (f) - includes held for sale properties | 3,511,000 | 2,866,000 | 6,244,000 | 5,169,000 | ||||||||
| Development and redevelopment capital expenditures - includes held for sale properties | 7,144,000 | 3,184,000 | 15,583,000 | 7,020,000 | ||||||||
| Capitalized interest and financing costs | 320,000 | 756,000 | 1,035,000 | 1,555,000 | ||||||||
| (a) | Includes costs in connection with the previously announced dual-track strategic alternatives process. | |||||||||||
| --- | --- | |||||||||||
| (b) | Includes redevelopment project costs expensed pursuant to GAAP such as certain demolition and lease termination costs. | |||||||||||
| --- | --- | |||||||||||
| (c) | Represents acceleration of amortization of financing costs related to the term note paid-off prior to maturity. | |||||||||||
| --- | --- | |||||||||||
| (d) | These additional disclosures are presented to assist with understanding the Company’s real estate operations and capital requirements. These amounts should not be considered independently or as a substitute for the Company’s consolidated financial statements reported under GAAP. | |||||||||||
| --- | --- | |||||||||||
| (e) | Consists of payments for building and site improvements. | |||||||||||
| --- | --- | |||||||||||
| (f) | Consists of payments for tenant improvements and leasing commissions. | |||||||||||
| --- | --- |
CEDAR REALTY TRUST, INC.
EBITDA for Real Estate (“EBITDAre”) and Additional Disclosures
| Three months ended June 30, | Six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income | $ | (42,763,000 | ) | $ | 51,464,000 | $ | (43,839,000 | ) | $ | 52,717,000 | ||
| Interest expense (d) | 4,639,000 | 4,985,000 | 8,875,000 | 9,691,000 | ||||||||
| Depreciation and amortization (d) | 6,814,000 | 10,257,000 | 15,077,000 | 6,437,000 | ||||||||
| Gain on sales (d) | - | (48,857,000 | ) | - | (48,857,000 | ) | ||||||
| Impairment charges (reversal) (d) | 16,121,000 | (1,849,000 | ) | 16,829,000 | (1,849,000 | ) | ||||||
| EBITDAre | (15,189,000 | ) | 16,000,000 | (3,058,000 | ) | 18,139,000 | ||||||
| Adjustments for items affecting comparability: | ||||||||||||
| Transaction costs (a) | 30,457,000 | - | 34,192,000 | - | ||||||||
| Redevelopment costs (b) | - | 230,000 | - | 230,000 | ||||||||
| Financing costs (c) | - | 44,000 | - | 44,000 | ||||||||
| Adjusted EBITDAre | $ | 15,268,000 | $ | 16,274,000 | $ | 31,134,000 | $ | 18,413,000 | ||||
| Net debt | ||||||||||||
| Debt, excluding issuance costs | $ | 499,018,000 | $ | 521,113,000 | $ | 499,018,000 | $ | 521,113,000 | ||||
| Finance lease obligation | 5,578,000 | 5,615,000 | 5,578,000 | 5,615,000 | ||||||||
| Unrestricted cash and cash equivalents | (1,042,000 | ) | (5,603,000 | ) | (1,042,000 | ) | (5,603,000 | ) | ||||
| $ | 503,554,000 | $ | 521,125,000 | $ | 503,554,000 | $ | 521,125,000 | |||||
| Fixed charges (d) | ||||||||||||
| Interest expense | $ | 4,720,000 | $ | 5,280,000 | $ | 9,416,000 | $ | 10,387,000 | ||||
| Preferred stock dividends | 2,688,000 | 2,688,000 | 5,376,000 | 5,376,000 | ||||||||
| Scheduled mortgage repayments | 286,000 | 275,000 | 571,000 | 548,000 | ||||||||
| $ | 7,694,000 | $ | 8,243,000 | $ | 15,363,000 | $ | 16,311,000 | |||||
| Debt and Coverage Ratios (e) | ||||||||||||
| Net debt to Adjusted EBITDAre | 8.3 | x | 8.7 | x | 8.2 | x | 8.9 | x | ||||
| Interest coverage ratio (based on Adjusted EBITDAre) | 3.2 | x | 2.8 | x | 3.3 | x | 2.8 | x | ||||
| Fixed charge coverage ratio (based on Adjusted EBITDAre) | 2.0 | x | 1.8 | x | 2.0 | x | 1.8 | x | ||||
| (a) | Includes costs in connection with the previously announced dual-track strategic alternatives process. | |||||||||||
| --- | --- | |||||||||||
| (b) | Includes redevelopment project costs expensed pursuant to GAAP such as certain demolition and lease termination costs. | |||||||||||
| --- | --- | |||||||||||
| (c) | Represents acceleration of amortization of financing costs related to the term note paid-off prior to maturity. | |||||||||||
| --- | --- | |||||||||||
| (d) | Includes properties "held for sale". | |||||||||||
| --- | --- | |||||||||||
| (e) | For the purposes of these computations, these ratios have been adjusted to include the annualized results of properties acquired, and to exclude, where applicable, (i) the results related to properties sold and (ii) lease termination income. | |||||||||||
| --- | --- |
CEDAR REALTY TRUST, INC.
Summary of Outstanding Debt and Maturities
As of June 30, 2022
| Maturity | Interest | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dates | Rates | Amounts | |||||||||
| Fixed-rate mortgage and financing lease obligation - held for sale: | |||||||||||
| Franklin Village Plaza | Jun 2026 | 3.9% | $ | 44,018,000 | |||||||
| Shops at Suffolk Downs (a) | Jun 2031 | 3.5% | 15,600,000 | ||||||||
| Trexlertown Plaza (a) | Jun 2031 | 3.5% | 36,100,000 | ||||||||
| The Point (a) | Jun 2031 | 3.5% | 29,700,000 | ||||||||
| Christina Crossing (a) | Jun 2031 | 3.5% | 17,000,000 | ||||||||
| Lawndale Plaza (a) | Jun 2031 | 3.5% | 15,600,000 | ||||||||
| Senator Square finance lease obligation (b) | Sep 2050 | 5.3% | 5,578,000 | ||||||||
| Total fixed rate debt | weighted average | 3.6% | 163,596,000 | ||||||||
| Unsecured debt: | |||||||||||
| Variable-rate: | |||||||||||
| Revolving credit facility (c) | Aug 2024 | 3.1% | 41,000,000 | ||||||||
| Fixed-rate (d): | |||||||||||
| Term loan | Apr 2023 | 3.3% | 100,000,000 | ||||||||
| Term loan | Sep 2024 | 3.8% | 75,000,000 | ||||||||
| Term loan | Jul 2025 | 4.7% | 75,000,000 | ||||||||
| Term loan | Aug 2026 | 3.3% | 50,000,000 | ||||||||
| Total unsecured debt | weighted average | 3.7% | 341,000,000 | ||||||||
| Total debt (e) | weighted average | 3.7% | 504,596,000 | ||||||||
| Unamortized mortgage, finance lease and term loan issuance costs | (2,848,000 | ) | |||||||||
| Total debt | $ | 501,748,000 | |||||||||
| Fixed to variable rate debt ratio: | |||||||||||
| Fixed-rate debt | 91.9% | $ | 463,596,000 | ||||||||
| Variable-rate debt | 8.1% | 41,000,000 | |||||||||
| 100.0% | $ | 504,596,000 | |||||||||
| Mortgage Loan | Finance Lease | Revolving | Term | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year | Payable | Obligation | Credit Facility | Loans | Amounts | ||||||
| 2022 | $ | 563,000 | $ | 19,000 | $ | - | $ | - | $ | 582,000 | |
| 2023 | 1,160,000 | 39,000 | - | 100,000,000 | 101,199,000 | ||||||
| 2024 | 1,206,000 | 41,000 | 41,000,000 | (c) | 75,000,000 | 117,247,000 | |||||
| 2025 | 1,253,000 | 44,000 | - | 75,000,000 | 76,297,000 | ||||||
| 2026 | 40,922,000 | 48,000 | - | 50,000,000 | 90,970,000 | ||||||
| Thereafter | 112,914,000 | 5,387,000 | - | - | 118,301,000 | ||||||
| $ | 158,018,000 | $ | 5,578,000 | $ | 41,000,000 | $ | 300,000,000 | $ | 504,596,000 | ||
| (a) | The mortgages for these properties are cross-collateralized. | ||||||||||
| --- | --- | ||||||||||
| (b) | Maturity date reflects the first date the Company has the right to acquire the underlying land on the finance lease obligation. | ||||||||||
| --- | --- | ||||||||||
| (c) | The revolving credit facility is subject to two one-year extensions at the Company's option. | ||||||||||
| --- | --- | ||||||||||
| (d) | The interest rates on these term loans consist of LIBOR plus a credit spread based on the Company's leverage ratio, for which the Company has interest rate swap agreements which convert the LIBOR rates to fixed rates. Accordingly, these term loans are presented as fixed-rate debt. | ||||||||||
| --- | --- | ||||||||||
| (e) | In connection with the Grocery-Anchored Portfolio Sale, the Company paid off its unsecured credit facility and term notes, and the mortgage loans payable were assumed by the Grocery-Anchored Purchasers. | ||||||||||
| --- | --- |
CEDAR REALTY TRUST, INC.
Real Estate Summary
As of June 30, 2022
| Average | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | Percent | base rent per | Selected | ||||||||
| Property Description | acquired | GLA | occupied | leased sq. ft. | Grocer Anchor | Other Anchors | |||||
| Connecticut | |||||||||||
| Brickyard Plaza | 2004 | 227,598 | 99.2 | % | 8.96 | Home Depot | |||||
| Kohl's | |||||||||||
| Michaels | |||||||||||
| PetSmart | |||||||||||
| Oakland Commons | 2007 | 90,100 | 100.0 | % | 6.37 | Walmart | Bristol Ten Pin | ||||
| Southington Center | 2003 | 155,842 | 98.5 | % | 7.56 | Walmart | NAMCO | ||||
| Southington Wine & Spirit | |||||||||||
| Total Connecticut | 473,540 | 99.1 | % | 8.01 | |||||||
| Maryland | |||||||||||
| Patuxent Crossing (f/k/a San Souci Plaza) (a) | 2009 | 264,134 | 83.8 | % | 11.79 | McKay's Market and Café | Marshalls | ||||
| Home Goods | |||||||||||
| World Gym | |||||||||||
| JoAnn Fabrics | |||||||||||
| Dollar Tree | |||||||||||
| Total Maryland / Washington, D.C. | 264,134 | 83.8 | % | 11.79 | |||||||
| Massachusetts | |||||||||||
| Fieldstone Marketplace | 2005/2012 | 150,123 | 84.3 | % | 12.06 | Shaw's | Work Out World | ||||
| Dollar Tree | |||||||||||
| Family Dollar | |||||||||||
| Kings Plaza | 2007 | 168,243 | 82.2 | % | 8.80 | Fun Z Trampoline Park | |||||
| Ocean State Job Lot | |||||||||||
| Savers | |||||||||||
| Dollar General | |||||||||||
| Timpany Plaza | 2007 | 182,799 | 66.1 | % | 10.02 | Big Lots | |||||
| Gardner Theater | |||||||||||
| Tractor Supply | |||||||||||
| Dollar Tree | |||||||||||
| Webster Commons | 2007 | 98,984 | 100.0 | % | 12.54 | Big Lots | |||||
| Planet Fitness | |||||||||||
| CVS | |||||||||||
| Aubuchon Hardware | |||||||||||
| Total Massachusetts | 600,149 | 80.7 | % | 10.72 |
CEDAR REALTY TRUST, INC.
Real Estate Summary (Continued)
As of June 30, 2022
| Average | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | Percent | base rent per | Selected | |||||||||
| Property Description | acquired | GLA | occupied | leased sq. ft. | Grocer Anchor | Other Anchors | ||||||
| New Jersey | ||||||||||||
| Pine Grove Plaza | 2003 | 79,306 | 53.1 | % | 14.57 | Acme Markets (b) | Dollar Tree | |||||
| Washington Center Shoppes | 2001 | 157,300 | 92.0 | % | 11.76 | Acme Markets | Planet Fitness | |||||
| Total New Jersey | 236,606 | 78.9 | % | 12.40 | ||||||||
| Pennsylvania | ||||||||||||
| Fairview Commons | 2007 | 52,964 | 77.5 | % | 10.25 | Grocery Outlet | Dollar Tree | |||||
| Gold Star Plaza | 2006 | 71,720 | 100.0 | % | 9.09 | Redner's | Dollar Tree | |||||
| Golden Triangle | 2003 | 202,790 | 98.4 | % | 12.79 | LA Fitness | ||||||
| Marshalls | ||||||||||||
| Staples | ||||||||||||
| Immunotek | ||||||||||||
| American Freight | ||||||||||||
| Walgreens | ||||||||||||
| Dollar Tree | ||||||||||||
| Hamburg Square | 2004 | 102,058 | 100.0 | % | 6.81 | Redner's | Chesaco RV | |||||
| South Philadelphia | 2003 | 198,483 | 61.3 | % | 10.88 | Shop Rite | Ross Dress for Less | |||||
| LA Fitness | ||||||||||||
| Kid City | ||||||||||||
| Trexler Mall | 2005 | 336,687 | 98.2 | % | 11.09 | Kohl's | ||||||
| Urban Air | ||||||||||||
| Lehigh Wellness Partners | ||||||||||||
| Maxx Fitness | ||||||||||||
| Marshalls | ||||||||||||
| Home Goods | ||||||||||||
| Dollar Tree | ||||||||||||
| Total Pennsylvania | 964,702 | 89.8 | % | 10.74 | ||||||||
| Virginia | ||||||||||||
| Coliseum Marketplace | 2005 | 106,648 | 45.9 | % | 14.30 | Michaels | ||||||
| Total Virginia | 106,648 | 45.9 | % | 14.30 | ||||||||
| Total (86.3% leased at June 30, 2022) | 2,645,779 | 86.1 | % | $ | 10.49 | (c) | ||||||
| (a) | On October 14, 2021, the Company acquired the 60% minority ownership percentage in the San Souci Plaza joint venture. | |||||||||||
| --- | --- | |||||||||||
| (b) | Tenant is a shadow anchor and is not included in GLA, percent occupied, and average base rent per leased sq.ft. | |||||||||||
| --- | --- | |||||||||||
| (c) | Average base rent is calculated as the aggregate, annualized contractual minimum rent for all occupied spaces divided by the aggregate GLA of all occupied spaces as of June 30, 2022. Tenant concessions are reflected in this measure except for a limited number of short-term (generally one to three months) free rent concessions provided to new tenants that took occupancy prior to the end of the reporting period but within the concession period. Average base rent would have been $10.33 per square foot if all such free rent concessions were reflected. | |||||||||||
| --- | --- |
CEDAR REALTY TRUST, INC.
Tenant Concentration (Based on Annualized Base Rent)
As of June 30, 2022
| Number | Annualized | Percentage | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of | Percentage | Annualized | base rent | annualized | ||||||||||
| Tenant | stores | GLA | of GLA | base rent | per sq. ft. | base rents | ||||||||
| Top twenty-five tenants (a): | ||||||||||||||
| Kohl's | 2 | 147,000 | 5.6 | % | $ | 1,031,000 | $ | 7.01 | 4.3 | % | ||||
| Shaw's | 1 | 68,000 | 2.6 | % | 925,000 | 13.60 | 3.9 | % | ||||||
| Wal-Mart | 2 | 150,000 | 5.7 | % | 843,000 | 5.62 | 3.5 | % | ||||||
| Dollar Tree | 8 | 87,000 | 3.3 | % | 761,000 | 8.75 | 3.2 | % | ||||||
| Marshall's | 3 | 85,000 | 3.2 | % | 760,000 | 8.94 | 3.2 | % | ||||||
| Redner's | 2 | 106,000 | 4.0 | % | 747,000 | 7.05 | 3.1 | % | ||||||
| Shoprite | 1 | 54,000 | 2.0 | % | 741,000 | 13.72 | 3.1 | % | ||||||
| Home Depot | 1 | 103,000 | 3.9 | % | 700,000 | 6.80 | 2.9 | % | ||||||
| Lehigh Valley Health | 1 | 33,000 | 1.2 | % | 673,000 | 20.39 | 2.8 | % | ||||||
| Urban Air | 1 | 61,000 | 2.3 | % | 570,000 | 9.34 | 2.4 | % | ||||||
| Planet Fitness | 2 | 39,000 | 1.5 | % | 564,000 | 14.46 | 2.4 | % | ||||||
| LA Fitness | 1 | 45,000 | 1.7 | % | 448,000 | 9.96 | 1.9 | % | ||||||
| Walgreens | 1 | 15,000 | 0.6 | % | 435,000 | 29.00 | 1.8 | % | ||||||
| Michael's | 2 | 45,000 | 1.7 | % | 405,000 | 9.00 | 1.7 | % | ||||||
| Big Lots | 2 | 65,000 | 2.5 | % | 399,000 | 6.14 | 1.7 | % | ||||||
| McKay's Food Store | 1 | 61,000 | 2.3 | % | 394,000 | 6.46 | 1.6 | % | ||||||
| HomeGoods | 2 | 48,000 | 1.8 | % | 347,000 | 7.23 | 1.5 | % | ||||||
| Staples | 1 | 24,000 | 0.9 | % | 306,000 | 12.75 | 1.3 | % | ||||||
| CVS | 1 | 10,000 | 0.4 | % | 301,000 | 30.10 | 1.3 | % | ||||||
| Rent-A-Center | 5 | 21,000 | 0.8 | % | 296,000 | 14.10 | 1.2 | % | ||||||
| McDonalds | 3 | 11,000 | 0.4 | % | 253,000 | 23.00 | 1.1 | % | ||||||
| Maxx Fitness | 1 | 29,000 | 1.1 | % | 253,000 | 8.72 | 1.1 | % | ||||||
| Tapout Fitness | 2 | 15,000 | 0.6 | % | 249,000 | 16.60 | 1.0 | % | ||||||
| Pet Smart | 1 | 20,000 | 0.8 | % | 238,000 | 11.90 | 1.0 | % | ||||||
| Work Out World | 1 | 32,000 | 1.2 | % | 234,000 | 7.31 | 1.0 | % | ||||||
| Sub-total top twenty-five tenants | 48 | 1,374,000 | 51.9 | % | 12,873,000 | 9.37 | 53.9 | % | ||||||
| Remaining tenants | 174 | 904,000 | 34.2 | % | 11,017,000 | 12.19 | 46.1 | % | ||||||
| Sub-total all tenants (b) | 222 | 2,278,000 | 86.1 | % | $ | 23,890,000 | $ | 10.49 | 100.0 | % | ||||
| Vacant space | N/A | 368,000 | 13.9 | % | ||||||||||
| Total | 222 | 2,646,000 | 100.0 | % | ||||||||||
| (a) | Several of the tenants listed above share common ownership with other tenants: | |||||||||||||
| --- | --- |
(1) Marshalls and Home Goods.
| (b) | Comprised of tenants as follows: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percentage | Annualized | Percentage | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Occupied | of occupied | Annualized | base rent | annualized | ||||||||
| GLA | GLA | base rent | per sq. ft. | base rents | ||||||||
| Spaces ≥ 10,000 GLA | 1,787,000 | 78.4 | % | $ | 15,104,000 | $ | 8.45 | 63.2 | % | |||
| Spaces < 10,000 GLA | 491,000 | 21.6 | % | 8,786,000 | 17.91 | 36.8 | % | |||||
| Total | 2,278,000 | 100.0 | % | $ | 23,890,000 | $ | 10.49 | 100.0 | % |
CEDAR REALTY TRUST, INC.
Lease Expirations
As of June 30, 2022
| Total Portfolio | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Annualized | Percentage | |||||||||||
| Number | Percentage | expiring | of annualized | |||||||||
| Year of lease | of leases | GLA | of GLA | base rents | expiring | |||||||
| expiration | expiring | expiring | expiring | per sq. ft. | base rents | |||||||
| Month-To-Month | 7 | 39,000 | 1.7 | % | $ | 10.56 | 1.7 | % | ||||
| 2022 | 14 | 47,000 | 2.1 | % | 18.83 | 3.7 | % | |||||
| 2023 | 21 | 159,000 | 7.0 | % | 15.42 | 10.3 | % | |||||
| 2024 | 34 | 279,000 | 12.2 | % | 12.27 | 14.3 | % | |||||
| 2025 | 32 | 408,000 | 17.9 | % | 8.05 | 13.7 | % | |||||
| 2026 | 24 | 103,000 | 4.5 | % | 15.28 | 6.6 | % | |||||
| 2027 | 27 | 257,000 | 11.3 | % | 11.57 | 12.4 | % | |||||
| 2028 | 21 | 321,000 | 14.1 | % | 9.34 | 12.6 | % | |||||
| 2029 | 13 | 171,000 | 7.5 | % | 9.46 | 6.8 | % | |||||
| 2030 | 8 | 150,000 | 6.6 | % | 5.81 | 3.7 | % | |||||
| 2031 | 5 | 75,000 | 3.3 | % | 11.61 | 3.6 | % | |||||
| Thereafter | 16 | 269,000 | 11.8 | % | 9.38 | 10.6 | % | |||||
| All tenants | 222 | 2,278,000 | 100.0 | % | $ | 10.49 | 100.0 | % | ||||
| Spaces ≥ 10,000 GLA | ||||||||||||
| Annualized | Percentage | |||||||||||
| Number | Percentage | expiring | of annualized | |||||||||
| Year of lease | of leases | GLA | of GLA | base rents | expiring | |||||||
| expiration | expiring | expiring | expiring | per sq. ft. | base rents | |||||||
| Month-To-Month | 1 | 20,000 | 1.1 | % | $ | 5.85 | 0.8 | % | ||||
| 2022 | 1 | 15,000 | 0.8 | % | 12.07 | 1.2 | % | |||||
| 2023 | 4 | 113,000 | 6.3 | % | 13.84 | 10.4 | % | |||||
| 2024 | 5 | 206,000 | 11.5 | % | 10.05 | 13.7 | % | |||||
| 2025 | 10 | 322,000 | 18.0 | % | 6.97 | 14.9 | % | |||||
| 2026 | 3 | 33,000 | 1.8 | % | 14.79 | 3.2 | % | |||||
| 2027 | 10 | 210,000 | 11.8 | % | 10.13 | 14.1 | % | |||||
| 2028 | 8 | 287,000 | 16.1 | % | 7.96 | 15.1 | % | |||||
| 2029 | 5 | 141,000 | 7.9 | % | 7.40 | 6.9 | % | |||||
| 2030 | 3 | 137,000 | 7.7 | % | 3.93 | 3.6 | % | |||||
| 2031 | 1 | 61,000 | 3.4 | % | 9.33 | 3.8 | % | |||||
| Thereafter | 6 | 242,000 | 13.5 | % | 7.76 | 12.4 | % | |||||
| All tenants | 57 | 1,787,000 | 100.0 | % | $ | 8.45 | 100.0 | % | ||||
| Spaces < 10,000 GLA | ||||||||||||
| Annualized | Percentage | |||||||||||
| Number | Percentage | expiring | of annualized | |||||||||
| Year of lease | of leases | GLA | of GLA | base rents | expiring | |||||||
| expiration | expiring | expiring | expiring | per sq. ft. | base rents | |||||||
| Month-To-Month | 6 | 19,000 | 3.9 | % | $ | 15.53 | 3.4 | % | ||||
| 2022 | 13 | 32,000 | 6.5 | % | 22.00 | 8.0 | % | |||||
| 2023 | 17 | 46,000 | 9.4 | % | 19.30 | 10.1 | % | |||||
| 2024 | 29 | 73,000 | 14.9 | % | 18.55 | 15.4 | % | |||||
| 2025 | 22 | 86,000 | 17.5 | % | 12.10 | 11.8 | % | |||||
| 2026 | 21 | 70,000 | 14.3 | % | 15.51 | 12.4 | % | |||||
| 2027 | 17 | 47,000 | 9.6 | % | 18.00 | 9.6 | % | |||||
| 2028 | 13 | 34,000 | 6.9 | % | 21.00 | 8.1 | % | |||||
| 2029 | 8 | 30,000 | 6.1 | % | 19.17 | 6.5 | % | |||||
| 2030 | 5 | 13,000 | 2.6 | % | 25.69 | 3.8 | % | |||||
| 2031 | 4 | 14,000 | 2.9 | % | 21.57 | 3.4 | % | |||||
| Thereafter | 10 | 27,000 | 5.5 | % | 23.93 | 7.4 | % | |||||
| All tenants | 165 | 491,000 | 100.0 | % | $ | 17.91 | 100.0 | % |
CEDAR REALTY TRUST, INC.
Leasing Activity (a)
| Cash | Tenant | Average | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Leases | Square | New Rent | Prior Rent | Basis | Improvements | Lease | |||||||
| Signed | Feet | Per. Sq. Ft (a) | Per. Sq. Ft (a) | % Change | Per. Sq. Ft (b) | Term (Yrs) | |||||||
| Total Comparable Leases | |||||||||||||
| 2nd Quarter 2022 | 29 | 128,700 | $ | 15.72 | $ | 15.58 | 0.9% | $ | 1.01 | 4.4 | |||
| 1st Quarter 2022 | 34 | 217,800 | $ | 16.87 | $ | 13.70 | 23.1% | $ | 34.67 | 6.3 | |||
| 4th Quarter 2021 | 50 | 308,300 | $ | 13.55 | $ | 14.20 | -4.6% | $ | 7.96 | 6.0 | |||
| 3rd Quarter 2021 | 29 | 216,800 | $ | 14.92 | $ | 12.19 | 22.4% | $ | 43.36 | 8.6 | |||
| Total | 142 | 871,600 | $ | 15.04 | $ | 13.78 | 9.2% | $ | 22.41 | 6.5 | |||
| New Leases - Comparable | |||||||||||||
| 2nd Quarter 2022 | 7 | 10,600 | $ | 21.22 | $ | 20.64 | 2.8% | $ | 12.18 | 7.3 | |||
| 1st Quarter 2022 | 10 | 75,600 | $ | 21.34 | $ | 13.74 | 55.3% | $ | 99.38 | 9.8 | |||
| 4th Quarter 2021 | 15 | 113,100 | $ | 12.28 | $ | 14.61 | -15.9% | $ | 19.61 | 7.8 | |||
| 3rd Quarter 2021 | 10 | 128,900 | $ | 12.41 | $ | 8.12 | 52.7% | $ | 72.93 | 10.6 | |||
| Total | 42 | 328,200 | $ | 14.71 | $ | 12.06 | 22.0% | $ | 58.68 | 9.4 | |||
| Renewals - Comparable | |||||||||||||
| 2nd Quarter 2022 | 22 | 118,100 | $ | 15.22 | $ | 15.13 | 0.6% | $ | 0.00 | 4.1 | |||
| 1st Quarter 2022 | 24 | 142,200 | $ | 14.49 | $ | 13.68 | 5.9% | $ | 0.29 | 4.5 | |||
| 4th Quarter 2021 | 35 | 195,200 | $ | 14.29 | $ | 13.96 | 2.3% | $ | 1.21 | 4.9 | |||
| 3rd Quarter 2021 | 19 | 87,900 | $ | 18.61 | $ | 18.16 | 2.5% | $ | 0.00 | 5.7 | |||
| Total | 100 | 543,400 | $ | 15.24 | $ | 14.82 | 2.9% | $ | 0.51 | 4.7 | |||
| Total Comparable and Non-Comparable | |||||||||||||
| 2nd Quarter 2022 | 32 | 178,600 | $ | 14.56 | N/A | N/A | $ | 14.91 | 8.4 | ||||
| 1st Quarter 2022 | 36 | 221,200 | $ | 17.13 | N/A | N/A | $ | 37.38 | 6.4 | ||||
| 4th Quarter 2021 | 54 | 316,800 | $ | 13.74 | N/A | N/A | $ | 9.76 | 6.0 | ||||
| 3rd Quarter 2021 | 33 | 230,200 | $ | 15.72 | N/A | N/A | $ | 44.91 | 8.7 | ||||
| Total | 155 | 946,800 | $ | 15.17 | N/A | N/A | $ | 25.73 | 7.2 | ||||
| (a) | Leases on this schedule represent retail activity only; office leases are not included. New rent per sq. ft. represents the minimum cash rent under the new lease for the first 12 months of the term. Prior rent per sq. ft. represents the minimum cash rent under the prior lease for the last 12 months of the previous term. | ||||||||||||
| --- | --- | ||||||||||||
| (b) | Includes costs of tenant specific landlord work and tenant allowances provided to tenants. Excludes first generation space. | ||||||||||||
| --- | --- |
CEDAR REALTY TRUST, INC.
Same-Property Net Operating Income ("Same-Property NOI")
| Same-Property NOI (a) | Three months ended June 30, | Six months ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Base rents | $ | 5,296,000 | $ | 5,623,000 | $ | 10,794,000 | $ | 13,219,000 | ||||
| Expense recoveries | 2,092,000 | 1,764,000 | 3,512,000 | 4,419,000 | ||||||||
| Total revenues | 7,388,000 | 7,387,000 | 14,306,000 | 17,638,000 | ||||||||
| Operating expenses | 2,776,000 | 2,607,000 | 5,083,000 | 8,427,000 | ||||||||
| Same-Property NOI | $ | 4,612,000 | $ | 4,780,000 | $ | 9,223,000 | $ | 9,211,000 | ||||
| Occupied | 86.1% | 86.8% | 86.1% | 86.8% | ||||||||
| Leased | 86.3% | 86.9% | 86.3% | 86.9% | ||||||||
| Average base rent | $ | 10.49 | $ | 10.52 | $ | 10.49 | $ | 10.52 | ||||
| Number of same properties | 17 | 17 | 17 | 17 | ||||||||
| Same-Property NOI growth | -3.5% | 0.1% | ||||||||||
| Same-Property NOI Reconciliation (a) | Three months ended June 30, | Six months ended June 30, | ||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating (loss) income | $ | (31,212,000 | ) | $ | 49,814,000 | $ | (35,318,000 | ) | $ | 48,708,000 | ||
| Add (deduct): | ||||||||||||
| General and administrative | 2,861,000 | 5,096,000 | 5,773,000 | 9,500,000 | ||||||||
| Gain on sales | - | (48,857,000 | ) | - | (48,857,000 | ) | ||||||
| Transaction costs | 30,457,000 | - | 34,192,000 | - | ||||||||
| Impairment charges (reversal) | 2,000 | (1,849,000 | ) | 199,000 | (1,849,000 | ) | ||||||
| Depreciation and amortization | 2,850,000 | 2,976,000 | 5,351,000 | 6,437,000 | ||||||||
| Straight-line rents | 19,000 | (159,000 | ) | 87,000 | (171,000 | ) | ||||||
| Amortization of intangible lease liabilities | (161,000 | ) | (160,000 | ) | (322,000 | ) | (324,000 | ) | ||||
| Other adjustments | 29,000 | (36,000 | ) | (6,000 | ) | (71,000 | ) | |||||
| NOI related to properties not defined as same-property | (233,000 | ) | (2,045,000 | ) | (733,000 | ) | (4,162,000 | ) | ||||
| Same-Property NOI | $ | 4,612,000 | $ | 4,780,000 | $ | 9,223,000 | $ | 9,211,000 | ||||
| (a) | Same-property NOI includes properties that were owned and operated for the entirety of both periods being compared, except for properties undergoing significant redevelopment and expansion until such properties have stabilized, and excluding properties classified as "held for sale". Same-property NOI (i) excludes non-cash revenues such as straight-line rent adjustments and amortization of intangible lease liabilities, (ii) reflects internal management fees charged to properties, and (iii) excludes infrequent items, such as lease termination fee income. | |||||||||||
| --- | --- |
CEDAR REALTY TRUST, INC.
Summary of Real Estate Held for Sale
As of June 30, 2022
| Average | ||||||
|---|---|---|---|---|---|---|
| Percent | base rent per | |||||
| Real Estate Held for Sale | Location | GLA | occupied | leased sq. ft. | ||
| Carll's Corner | Bridgeton, NJ | 190,939 | 38.0% | $ | 10.98 | |
| East River Park | Washington, D.C. | 100,809 | 92.6% | 15.87 | ||
| Senator Square | Washington, D.C. | 51,510 | 96.0% | 13.46 | ||
| Valley Plaza | Hagerstown, MD | 190,939 | 38.0% | 10.98 | ||
| Swede Square | East Norriton Township, PA | 100,809 | 92.6% | 15.87 | ||
| Halifax Plaza | Halifax, PA | 51,510 | 96.0% | 13.46 | ||
| The Point | Harrisburg, PA | 260,625 | 97.3% | 14.39 | ||
| Newport Plaza | Newport, PA | 64,489 | 97.0% | 13.21 | ||
| Port Richmond | Philadelphia, PA | 133,025 | 92.4% | 20.16 | ||
| Academy Plaza | Philadelphia, PA | 136,685 | 89.5% | 15.42 | ||
| Meadow's Marketplace | Hummelstown, PA | 91,518 | 89.8% | 15.93 | ||
| General Booth Plaza | Virginia Beach, VA | 71,639 | 100.0% | 15.45 | ||
| Kemspville Crossing | Virginia Beach, VA | 82,214 | 100.0% | 11.53 | ||
| Oakland Mills | Columbia, MD | 57,008 | 92.6% | 11.68 | ||
| Suffolk Downs | Revere, MA | 121,187 | 100.0% | 14.75 | ||
| Jordan Lane | Wethersfield, CT | 174,679 | 92.0% | 11.30 | ||
| Palmyra Shopping Center | Palmyra, PA | 111,051 | 95.5% | 7.95 | ||
| Trexlerton Plaza | Trexlertown, PA | 325,171 | 99.2% | 14.52 | ||
| Hanaford Plaza | Norwood, MA | 84,906 | 93.0% | 18.05 | ||
| Oak Ridge | Suffolk, VA | 38,700 | 100.0% | 11.10 | ||
| Elmhurst Square | Portsmouth, VA | 66,254 | 84.0% | 9.66 | ||
| Carman's Plaza | Massapequa, NY | 195,485 | 78.4% | 23.09 | ||
| Yorktowne Plaza | Cockeysville, MD | 136,334 | 68.5% | 14.76 | ||
| Groton Shopping Center | Groton, CT | 130,264 | 100.0% | 12.49 | ||
| Northside Commons | Capbelltown, PA | 69,136 | 100.0% | 10.48 | ||
| Shoppes at Crossroads | Bartonsville, PA | 133,717 | 98.7% | 19.94 | ||
| New London Mall | New London, CT | 259,566 | 97.0% | 13.69 | ||
| Colonial Commons | Harrisburg, PA | 410,432 | 93.4% | 14.53 | ||
| Franklin Village | Franklin, MA | 305,885 | 91.3% | 19.77 | ||
| Bethel Shopping Center | Bethel, CT | 101,105 | 89.1% | 24.49 | ||
| Quartermaster Plaza | Philadelphia, PA | 456,208 | 93.6% | 15.39 | ||
| Lawndale Plaza | Philadelphia, PA | 92,773 | 100.0% | 18.77 | ||
| Shopps at Hyatsville | Hyattsville, MD | 35,676 | 100.0% | 35.03 | ||
| Glenwood Village | Bloomfield, NJ | 63,844 | 86.0% | 17.95 | ||
| Christina Crossing | Wilmington, DE | 119,446 | 93.8% | 18.65 | ||
| Girard Plaza | Philadelphia, PA | 35,688 | 100.0% | 16.29 | ||
| 5,051,226 | 88.9% | $ | 15.86 |
CEDAR REALTY TRUST, INC.
Non-GAAP Financial Disclosures
Funds From Operations (“FFO”) and Operating Funds From Operations (“Operating FFO”)
FFO is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company presents FFO in accordance with the definition adopted by the National Association of Real Estate Investments Trusts (“NAREIT”). NAREIT generally defines FFO as net income attributable to common shareholders (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment write-downs on real estate properties directly attributable to decrease in the value of depreciable real estate, plus real estate related depreciation and amortization, and adjustments for partnerships and joint ventures to reflect FFO on the same basis. The Company considers FFO to be an appropriate measure of its financial performance because 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 other depreciable assets.
The Company also considers Operating FFO to be an additional meaningful financial measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as non-capitalized acquisition pursuit costs, amounts relating to early extinguishment of debt and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.
FFO and Operating FFO should be reviewed with GAAP net income attributable to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. FFO and Operating FFO do 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. The Company’s computations of FFO and Operating FFO may differ from the computations utilized by other REITs and, accordingly, may not be comparable to such REITs.
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”) and Adjusted EBITDAre
EBITDAre is a recognized supplemental non-GAAP financial measure. The Company presents EBITDAre in accordance with the definition adopted by NAREIT, which generally defines EBITDAre as net income plus interest expense, income tax expense, depreciation, amortization, and impairment write-downs of depreciated property, plus or minus losses and gains on the disposition of depreciated property, and adjustments to reflect the Company’s share of EBITDAre of unconsolidated affiliates. The Company believes EBITDAre provides additional information with respect to the Company’s performance and ability to meet its future debt service requirements.
The Company also considers Adjusted EBITDAre to be an additional meaningful financial measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as acquisition pursuit, management transition, and redevelopment costs. The Company believes Adjusted EBITDAre further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.
EBITDAre and Adjusted EBITDAre should be reviewed with GAAP net income, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities and should not be considered as an alternative to income from continuing operations or to cash flow from operating activities. The Company’s computation of Adjusted EBITDAre may differ from the computations utilized by other companies and, accordingly, may not be comparable to such companies.
Same-Property Net Operating Income (“Same-Property NOI”)
Same-property NOI is a widely recognized supplemental non-GAAP financial measure for REITs. Properties are included in same-property NOI if they are owned and operated for the entirety of both periods being compared, except for properties undergoing significant redevelopment and expansion until such properties have stabilized, and properties classified as held for sale. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from same-property NOI. The Company considers same-property NOI useful to investors as it provides an indication of the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses, as well as other infrequent items such as lease termination income which tends to fluctuate more than rents from year to year.
Same-property NOI should be reviewed with consolidated operating income, the most directly comparable GAAP financial measure. Same-property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. The Company’s computations of same-property NOI may differ from the computations utilized by other REITs and, accordingly, may not be comparable to such REITs.
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