Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Document type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Registrant Name | CEDAR REALTY TRUST, INC. | |
Entity Central Index Key | 0000761648 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 13,718,169 | |
Entity File Number | 001-31817 | |
Entity Tax Identification Number | 42-1241468 | |
Entity Address, Address Line One | 2529 Virginia Beach Blvd. | |
Entity Address, City or Town | Virginia Beach | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23452 | |
City Area Code | 757 | |
Local Phone Number | 627-9088 | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Series B Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | CDRpB | |
Title of 12(b) Security | 7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value | |
Security Exchange Name | NYSE | |
Series C Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | CDRpC | |
Title of 12(b) Security | 6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Land | $ 69,111,000 | $ 69,111,000 |
Buildings and improvements | 295,479,000 | 294,999,000 |
Real estate, gross | 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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common stock, shares par value | $ 0.06 | $ 0.06 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 13,718,000 | 13,718,000 |
Common stock, shares outstanding | 13,718,000 | 13,718,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUES | ||
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, basic per share | $ (0.19) | $ (0.71) |
Continuing operations, diluted per share | (0.19) | (0.71) |
Discontinued operations, basic per share | 0.43 | |
Discontinued operations, diluted per share | 0.43 | |
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS, BASIC | (0.19) | (0.28) |
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS, DILUTED | $ (0.19) | $ (0.28) |
Weighted average number of common shares - basic | 13,718,000 | 13,285,000 |
Weighted average number of common shares - diluted | 13,718,000 | 13,285,000 |
Rental Revenues [Member] | ||
REVENUES | ||
Total revenues | $ 8,641,000 | $ 8,514,000 |
Other Revenues [Member] | ||
REVENUES | ||
Total revenues | $ 282,000 | $ 201,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ 14,000 | $ (1,077,000) |
Unrealized gain on change in fair value of cash flow hedges | 8,338,000 | |
Comprehensive income | 14,000 | 7,261,000 |
Comprehensive (income) attributable to noncontrolling interests | (29,000) | |
Comprehensive income attributable to Cedar Realty Trust, Inc. | $ 14,000 | $ 7,232,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Equity - USD ($) | Total | Limited Partners' Interest In Operating Partnership [Member] | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, At Cost [Member] | Additional Paid-In Capital [Member] | Cumulative Distributions In Excess Of Net Income [Member] | Accumulated Other Comprehensive Income [Member] | Cedar Realty Trust, Inc. [Member] | Noncontrolling Interests [Member] |
Balance at Dec. 31, 2021 | $ 439,968,000 | $ 2,586,000 | $ 159,541,000 | $ 820,000 | $ (13,266,000) | $ 881,009,000 | $ (582,464,000) | $ (8,258,000) | $ 437,382,000 | $ 2,586,000 |
Balance, shares at Dec. 31, 2021 | 6,450,000 | 13,658,000 | ||||||||
Net income (loss) | (1,077,000) | (20,000) | (1,057,000) | (1,057,000) | (20,000) | |||||
Unrealized gain on change in fair value of cash flow hedges | 8,338,000 | 49,000 | 8,289,000 | 8,289,000 | 49,000 | |||||
Share-based compensation, net | (40,000) | $ (1,000) | 2,459,000 | (2,498,000) | (40,000) | |||||
Share-based compensation, net, shares | (21,000) | |||||||||
Common stock sales, net of issuance expenses | 1,000 | 1,000 | 1,000 | |||||||
Preferred stock dividends | (2,688,000) | (2,688,000) | (2,688,000) | |||||||
Distributions to common shareholders/noncontrolling interests | (905,000) | (5,000) | (900,000) | (900,000) | (5,000) | |||||
Reallocation adjustment of limited partners' interest | 4,000 | (4,000) | (4,000) | 4,000 | ||||||
Balance at Mar. 31, 2022 | $ 443,597,000 | $ 2,614,000 | $ 159,541,000 | $ 819,000 | $ (10,807,000) | 878,508,000 | (587,109,000) | $ 31,000 | 440,983,000 | $ 2,614,000 |
Balance, shares at Mar. 31, 2022 | 6,450,000 | 13,637,000 | ||||||||
Balance at Dec. 31, 2022 | $ 159,541,000 | $ 823,000 | 868,323,000 | (946,485,000) | 82,202,000 | |||||
Balance, shares at Dec. 31, 2022 | 6,450,000 | 13,718,000 | ||||||||
Net income (loss) | 14,000 | 14,000 | ||||||||
Preferred stock dividends | (2,688,000) | (2,688,000) | ||||||||
Balance at Mar. 31, 2023 | $ 159,541,000 | $ 823,000 | $ 868,323,000 | $ (949,159,000) | $ 79,528,000 | |||||
Balance, shares at Mar. 31, 2023 | 6,450,000 | 13,718,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 14,000 | $ (1,077,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Impairment charges | 707,000 | |
Straight-line rents and expenses, net | (191,000) | (73,000) |
Provision for doubtful accounts | (164,000) | 44,000 |
Depreciation and amortization | 2,493,000 | 8,263,000 |
Amortization of intangible lease liabilities, net | (22,000) | (269,000) |
Expense relating to share-based compensation, net | 542,000 | |
Amortization of deferred financing costs | 90,000 | 219,000 |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | ||
Rents and other receivables, net | 670,000 | (1,169,000) |
Prepaid expenses and other | (1,309,000) | (923,000) |
Accounts payable and accrued liabilities | (74,000) | 2,441,000 |
Net cash provided by operating activities | 1,507,000 | 8,705,000 |
INVESTING ACTIVITIES | ||
Expenditures for real estate improvements | (475,000) | (9,613,000) |
Contributions to unconsolidated joint venture | (155,000) | |
Net cash used in investing activities | (475,000) | (9,768,000) |
FINANCING ACTIVITIES | ||
Advances under revolving credit facility | 4,000,000 | |
Mortgage repayments | (284,000) | |
Payments of debt financing costs | (6,000) | |
Noncontrolling interests: | ||
Distributions to limited partners | (5,000) | |
Preferred stock dividends | (2,688,000) | (2,688,000) |
Distributions to common shareholders | (900,000) | |
Net cash (used in) provided by financing activities | (2,688,000) | 117,000 |
Net decrease in cash, cash equivalents and restricted cash | (1,656,000) | (946,000) |
Cash, cash equivalents and restricted cash at beginning of period | 13,463,000 | 3,269,000 |
Cash, cash equivalents and restricted cash at end of period | 11,807,000 | 2,323,000 |
Reconciliation to consolidated balance sheets: | ||
Cash and cash equivalents | 1,654,000 | 2,093,000 |
Restricted cash | 10,153,000 | 230,000 |
Cash, cash equivalents and restricted cash at end of period | $ 11,807,000 | $ 2,323,000 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business and Organization | Note 1. Business and Organization Cedar Realty Trust, Inc. (the “Company”) is a real estate investment trust (“REIT”) that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast. At March 31, 2023, the Company owned a portfolio of 19 operating properties. Cedar Realty Trust Partnership, L.P. (the “Operating Partnership”) is the entity through which the Company conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. At March 31, 2023, the Company owned a 100.0 % interest in, and was the sole general partner of, the Operating Partnership and is a wholly-owned subsidiary of WHLR (as defined herein). As used herein, the “Company” refers to Cedar Realty Trust, Inc. and its subsidiaries on a consolidated basis, including the Operating Partnership or, where the context so requires, Cedar Realty Trust, Inc. only. Asset Sale and Merger On March 2, 2022, the Company entered into definitive agreements for the sale of the Company and its assets in a series of related all-cash transactions. Specifically, the Company and certain of its subsidiaries entered into an asset purchase and sale agreement (the “Asset Purchase Agreement”) with DRA Fund X-B LLC and KPR Centers LLC (together with their respective designees, the “Grocery-Anchored Purchasers”) for the sale of a portfolio of 33 grocery-anchored shopping centers for cash (the “Grocery-Anchored Portfolio Sale”). In addition, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Wheeler Real Estate Investment Trust, Inc. (“WHLR”) and certain of its affiliates pursuant to which, following closing of the Grocery-Anchored Portfolio Sale, WHLR would acquire the balance of the Company’s shopping center assets by way of an all-cash merger transaction (the “Merger”). The transactions contemplated by the Asset Purchase Agreement and the Merger Agreement are collectively referred to as the “Transactions”. The Transactions were unanimously approved by the Company’s former Board of Directors and were approved by the Company’s common stockholders at a special meeting of stockholders held on May 27, 2022. On July 7, 2022, the Company and certain of its subsidiaries completed the Grocery-Anchored Portfolio Sale and the East River Park and Senator Square redevelopment asset 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. On August 22, 2022, the Company completed the Merger. Each outstanding share of common stock of the Company and outstanding common unit of the Operating Partnership held by persons other than the Company immediately prior to the Merger were canceled and converted into the right to receive a cash payment of $ 9.48 per share or unit. As a result of the Merger, WHLR acquired all of the outstanding shares of the Company's common stock, which ceased to be publicly traded on the New York Stock Exchange (“NYSE”). The Company's outstanding 7.25 % Series B Preferred Stock and 6.50 % Series C Preferred Stock remain outstanding and continue to trade on the NYSE. In addition, prior to consummation of the Merger, the Company's Board of Directors declared a special dividend on shares of the Company's outstanding common stock and OP Units of $ 19.52 per share, payable to holders of record of the Company's common stock and OP Units at the close of business on August 19, 2022. In connection with the Transactions, the Company incurred transaction costs included in the accompanying condensed consolidated statement of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation/Basis of Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The financial statements are prepared on the accrual basis in accordance with GAAP, which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from these estimates. The unaudited condensed consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The unaudited condensed consolidated financial statements include the accounts and operations of the Company, the Operating Partnership, its subsidiaries, and certain joint venture partnerships in which it participated. The Company consolidates all variable interest entities for which it is the primary beneficiary. Certain prior year amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to current year presentation. Supplemental Condensed Consolidated Statements of Cash Flows Information Three months ended March 31, 2023 2022 Supplemental disclosure of cash activities: Cash paid for interest $ 1,704,000 $ 4,660,000 Supplemental disclosure of non-cash activities: Capitalization of interest and financing costs — 715,000 Buildings and improvements included in accounts payable and accrued liabilities 187,000 2,692,000 Recently Issued and Adopted Accounting Pronouncements Accounting standards that have been recently issued or proposed by the Financial Accounting Standards Board or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows. |
Real Estate
Real Estate | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate | Note 3. Real Estate A significant portion of the Company's land, buildings and improvements serve as collateral for its term loans. Accordingly, restrictions exist as to the encumbered property's transferability, use and other common rights typically associated with property ownership. Discontinued Operations On July 7, 2022, the Company and certain of its subsidiaries completed the Grocery-Anchored Portfolio Sale and the East River Park and Senator Square redevelopment asset sales for total gross proceeds of approximately $ 879 million, including the assumed debt. The Grocery-Anchored Portfolio Sale represented a strategic shift and had a material effect on the Company’s operations and financial results, and, therefore, the Company determined that it was deemed a discontinued operation. Accordingly, the portfolio of 33 grocery-anchored shopping centers were classified as held for sale and the results of their operations were classified as discontinued operations in 2022. The following is a summary of income from discontinued operations: Three months ended March 31, 2023 2022 REVENUES Rental revenues $ — $ 21,648,000 Other revenues — 56,000 Total revenues — 21,704,000 EXPENSES Operating, maintenance and management — 4,850,000 Real estate and other property-related taxes — 3,255,000 General and administrative — 60,000 Depreciation and amortization — 5,762,000 Total expenses — 13,927,000 OPERATING INCOME — 7,777,000 NON-OPERATING INCOME AND EXPENSES Interest expense, net — ( 1,529,000 ) Total non-operating income and expenses — ( 1,529,000 ) INCOME FROM DISCONTINUED OPERATIONS — 6,248,000 Impairment charges — ( 510,000 ) TOTAL INCOME FROM DISCONTINUED OPERATIONS $ — $ 5,738,000 Net cash provided by operations from discontinued operations was $ 0.0 million and $ 11.5 million for the three months ended March 31, 2023 and 2022, respectively. Net cash used in investing activities from discontinued operations was $ 0.0 million and $( 7.9 ) million for the three months ended March 31, 2023 and 2022, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, certain other assets, and accounts payable and accrued liabilities approximate their fair value due to their terms and/or short-term nature. The fair value of the Company’s fixed rate secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturities. As of March 31, 2023 and December 31, 2022, the fair value of the Company’s fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, wa s $ 132.0 million and $ 131.8 million, respectively, and the carrying value of such loans, was $ 131.6 million a nd $ 131.5 million, respectively. Nonfinancial assets and liabilities measured at fair value in the condensed consolidated financial statements consist of real estate held for sale, which, if applicable, are measured on a nonrecurring basis, and have been determined to be (1) Level 2 within the valuation hierarchy, where applicable, based on the respective contracts of sale, adjusted for closing costs and expenses, or (2) Level 3 within the valuation hierarchy, where applicable, based on estimated sales prices, adjusted for closing costs and expenses, determined by discounted cash flow analyses, income capitalization analyses or a sales comparison approach if no contracts had been concluded. The discounted cash flow and income capitalization analyses include all estimated cash inflows and outflows over a specific holding period and, where applicable, any estimated debt premiums. These cash flows were composed of unobservable inputs which included forecasted rental revenues and expenses based upon existing in-place leases, market conditions and expectations for growth. Capitalization rates and discount rates utilized in these analyses were based upon observable rates that the Company believed to be within a reasonable range of current market rates for the respective properties. The sales comparison approach is utilized for certain land values and includes comparable sales that were completed in the selected market areas. The comparable sales utilized in these analyses were based upon observable per acre rates that the Company believes to be within a reasonable range of current market rates for the respective properties. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 5. Loans Payable Debt obligations are composed of the following at March 31, 2023 and collateralized by 12 properties: 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 Derivative Financial Instruments The interest rate swaps were terminated as part of the Grocery-Anchored Portfolio Sale. Charges and/or credits relating to the changes in the fair value of the interest rate swaps were made to accumulated other comprehensive loss, limited partners’ interest, or operations (included in interest expense), as applicable. Over time, the unrealized gains and losses recorded in accumulated other comprehensive loss were reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affected earnings. The following presents the effect of the Company’s qualifying interest rate swaps on the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: (Loss) recognized in other comprehensive income reclassified into earnings (effective portion) Three months ended March 31, Classification 2023 2022 Continuing Operations $ — $ ( 1,362,000 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Lease Commitments The Company is the lessee under ground lease agreements. The executive office lease agreement was terminated in 2022. As of March 31, 2023, the Company’s weighted average remaining lease term is approximate ly 49.0 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately 8.6 %. Rent expense under the Company’s ground lease and executive office lease agreements was approximately $ 0.1 million and $ 0.0 million for the three months ended March 31, 2023 and 2022, respectively. Litigation The Company is involved in various legal proceedings in the ordinary course of its business, including, but not limited to commercial disputes. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company records a liability when it considers the loss probable and the amount can be reasonably estimated. In addition, the below legal proceedings are in process: On April 8, 2022, several purported holders of the Company’s outstanding preferred stock filed a putative class action complaint against the Company, the Board of Directors prior to the Merger, and WHLR in Montgomery County Circuit Court, Maryland entitled Sydney, et al. v. Cedar Realty Trust, Inc., et al. , (Case No. C-15-CV-22-001527). The original complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock, breach of fiduciary duty, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. The original complaint sought, among other things, a declaration that holders of the Company’s preferred stock are entitled to a liquidation preference as set forth in the articles supplementary governing the terms of the Company’s preferred stock, compensatory damages, and an injunction enjoining the merger with WHLR, and an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of any of the Transactions pending a determination of the merits of Plaintiffs’ claims. On May 6, 2022, Plaintiffs in the Sydney action filed an amended complaint. The amended complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock and breach of fiduciary duty, and, against WHLR, tortious interference and aiding and abetting breach of fiduciary duty. The Sydney amended complaint sought, among other things, (i) a declaration that holders of the Company’s preferred stock are entitled to exercise either their liquidation rights or conversion rights as set forth in the articles supplementary, (ii) compensatory damages, (iii) an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of the Grocery-Anchored Portfolio Sale, and (iv) an injunction enjoining the merger with WHLR. On May 6, 2022, the Plaintiffs in Sydney filed a motion for a preliminary injunction to temporarily enjoin, until the final resolution of the litigation (i) the distribution of the gross proceeds from the Grocery-Anchored Portfolio Sale to the common stockholders, (ii) the closing of the merger with WHLR, and (iii) the imposition of a constructive trust over the gross proceeds from both the Grocery Anchored Portfolio Sale and the merger with WHLR. Also on May, 6, 2022, a purported holder of the Company’s outstanding preferred stock filed a putative class action complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the District of Maryland, entitled Kim v. Cedar Realty Trust, Inc., et al. , Civil Action No. 22-cv-01103. The original complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, claims for declaratory and injunctive relief with respect to the articles supplementary governing the terms of the Company’s preferred stock and breach of fiduciary duty. On May 11, 2022, the Company, the former Board of Directors of the Company and WHLR removed the Sydney action to the United States District Court for the District of Maryland, Case No. 8:22-cv-01142-GLR. On May 16, 2022, the court ordered that a hearing on the Sydney Plaintiffs’ motion for preliminary injunction will be held on June 22, 2022. On June 2, 2022, the Plaintiffs in Kim filed a motion for a preliminary injunction (i) to require that the Company provide preferred shareholders with a vote to approve the Grocery-Anchored Portfolio Sale and the Merger, and (ii) requiring Cedar disclose to preferred shareholders that the Grocery-Anchored Portfolio Sale and Merger entitled the preferred stockholders to exercise their change of control conversion right. The court agreed to consolidate the Kim Plaintiffs’ motion for preliminary injunction with the Sydney Plaintiffs’ motion for preliminary injunction, and to hear arguments on both motions at the hearing on June 22, 2022. On June 23, 2022, following a hearing on both the Sydney and Kim motions for preliminary injunction, the court issued an order denying both motions for preliminary injunction, holding that the Plaintiffs in both cases were unlikely to succeed on the merits of any of their contractual or fiduciary duty claims, and that Plaintiffs had not established that they would suffer irreparable harm if the injunction was denied. By order dated July 11, 2022, the Court consolidated the Sydney and Kim cases and set an August 24, 2022 deadline for the Plaintiffs in both cases to file a consolidated amended complaint. Plaintiffs filed their amended complaint on August 24, 2022, and, on October 7, 2022, Defendants moved to dismiss the amended complaint. Plaintiffs filed their opposition to the motion to dismiss on November 21, 2022 and Defendants filed a reply brief in support of their motions to dismiss on December 21, 2022. On February 2, 2023, Plaintiffs filed a motion to certify a question of law to the Maryland Supreme Court, and Defendants’ opposition to Plaintiffs’ motion was filed on February 24, 2023. Plaintiffs filed a reply brief in support of their motion on March 13, 2023. At this juncture, the outcome of the litigation is uncertain. On July 11, 2022, a purported holder of the Company's outstanding preferred stock filed a complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the Eastern District of New York, entitled High Income Securities Fund v. Cedar Realty Trust, Inc., et al. , No. 2:22-cv-4031. The complaint alleged that the Defendants violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions, and that the former Board of Directors are control persons under Section 20(a) of the Exchange Act. On August 12, 2022, Defendants requested permission to file a motion to dismiss, and Plaintiff responded to Defendants’ request on September 7, 2022. The court granted Defendants’ request to file a motion to dismiss on October 25, 2022. Defendants served their motion to dismiss on December 23, 2022, which Plaintiff opposed on January 27, 2023. Defendants filed a reply brief on the motion to dismiss on February 17, 2023. At this juncture, the outcome of the litigation is uncertain. On October 14, 2022, a purported holder of the Company's outstanding preferred stock filed a putative class action against the Company, the Board of Directors prior to the Merger, and WHLR in Nassau County Supreme Court, New York entitled Krasner v. Cedar Realty Trust, Inc., et al. , (Case No. 613985/2022). The complaint alleges on behalf of a putative class of holders of the Company's preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company's preferred stock, breach of fiduciary duty, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. The complaint seeks, among other things, an award of monetary damages, attorneys' fees, and expert fees. Defendants removed the case to a federal court on November 14, 2022. On December 14, 2022, Plaintiff moved to remand the case, Defendants opposed Plaintiff’s remand motion on December 28, 2022, and Plaintiff filed a reply brief in support of his remand motion on January 4, 2023. On April 24, 2023, the Court granted Plaintiff’s remand motion and remanded the case to the Nassau County Supreme Court. On May 4, 2023, Defendants filed a petition with the federal appellate court for the Second Circuit for permission to appeal the remand order . At this juncture, the outcome of the litigation is uncertain. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders Equity Note [Abstract] | |
Shareholders' Equity | Note 7. Shareholders’ Equity Preferred Stock The Company is authorized to issue up to 12,500,000 shares of preferred stock. The following tables summarize details about the Company’s preferred stock: 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 Dividends The following table provides a summary of dividends declared and paid per share: Three months ended March 31, 2023 2022 Common stock $ — $ 0.066 7.25 % Series B Preferred Stock $ 0.453 $ 0.453 6.50 % Series C Preferred Stock $ 0.406 $ 0.406 On April 20, 2023, the Company’s Board of Directors declared dividends of $ 0.453125 and $ 0.406250 per share with respect to the Company’s Series B Preferred Stock and Series C Preferred Stock, respectively. The distributions are payable on May 22, 2023 to shareholders of record of the Series B Preferred Stock and Series C Preferred Stock, as applicable, on May 10, 2023. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
Revenues [Abstract] | |
Revenues | Note 8. Revenues Rental revenues for the three months ended March 31, 2023 and 2022, respectively, are comprised of the following: 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 The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental income. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | N ote 9. Share-Based Compensation The following tables set forth certain share-based compensation information for the three months ended March 31, 2023 and 2022, respectively: Three months ended March 31, 2023 2022 Expense relating to share/unit grants $ — $ 584,000 Amounts capitalized — ( 42,000 ) Total charged to operations $ — $ 542,000 On August 22, 2022, due to a change in control of the Company in connection with the Transactions, all share-based compensation outstanding at that time fully vested, including the Company’s then-President and CEO's restricted stock units. At March 31, 2023, there were no shares available for grants pursuant to the 2017 Plan since this plan was terminated in connection with the Merger. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10. Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities (restricted shares that have non-forfeitable rights to receive dividends issued pursuant to the Company’s share-based compensation program are considered participating securities). Unvested restricted shares that are participating securities are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common shareholders. For the three months ended March 31, 2023 and 2022, the Company had 0.0 million and 0.4 million, respectively, of weighted average unvested restricted shares outstanding that were participating securities. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 2022 Numerator Net income (loss) from continuing operations $ 14,000 $ ( 6,815,000 ) Preferred stock dividends ( 2,688,000 ) ( 2,688,000 ) Net loss attributable to noncontrolling interests — 42,000 Net loss allocated to unvested shares — ( 23,000 ) Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares ( 2,674,000 ) ( 9,484,000 ) Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares — 5,716,000 Net loss attributable to vested common shares $ ( 2,674,000 ) $ ( 3,768,000 ) Denominator Weighted average number of vested common shares outstanding, basic and diluted 13,718,000 13,285,000 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 ) Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. For the three months ended March 31, 2022, no restricted stock units would have been issuable under the Company’s then-President and CEO market performance-based equity award had the measurement period ended on March 31, 2022, and therefore this market performance-based equity award had no impact in calculating diluted EPS for this period . For the three months ended March 31, 2023, there were no market performance-based equity awards issued or outstanding. Net loss attributable to noncontrolling interests of the Operating Partnership has been excluded from the numerator and the related OP Units have been excluded from the denominator for the purpose of calculating diluted EPS as there would have been no dilutive effect had such amounts been include d. The weighted average number of OP Units outstanding was 0 and 81,000 for the three months ended March 31, 2023 and 2022, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions With the completion of the Company's merger with WHLR, the Company became a wholly-owned subsidiary of WHLR. WHLR performs property management and leasing services for the Company. During the three months ended March 31, 2023, the Company paid WHL R $ 0.4 million for these services. The related party amounts due to WHLR as of March 31, 2023 were $ 8.0 million, w hic h consists primarily of costs paid on the Company's behalf relating to 2022 financings, real estate taxes, and the Company's share of executive compensation. The related party amounts due to WHLR as of December 31, 2022 were $ 7.3 million, w hic h consisted primarily of costs paid on the Company's behalf relating to 2022 financings and real estate taxes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation/Basis of Preparation | Principles of Consolidation/Basis of Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The financial statements are prepared on the accrual basis in accordance with GAAP, which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from these estimates. The unaudited condensed consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The unaudited condensed consolidated financial statements include the accounts and operations of the Company, the Operating Partnership, its subsidiaries, and certain joint venture partnerships in which it participated. The Company consolidates all variable interest entities for which it is the primary beneficiary. Certain prior year amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to current year presentation. |
Supplemental Condensed Consolidated Statements of Cash Flows Information | Supplemental Condensed Consolidated Statements of Cash Flows Information Three months ended March 31, 2023 2022 Supplemental disclosure of cash activities: Cash paid for interest $ 1,704,000 $ 4,660,000 Supplemental disclosure of non-cash activities: Capitalization of interest and financing costs — 715,000 Buildings and improvements included in accounts payable and accrued liabilities 187,000 2,692,000 |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Accounting standards that have been recently issued or proposed by the Financial Accounting Standards Board or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Supplemental Condensed Consolidated Statements of Cash Flows Information | Supplemental Condensed Consolidated Statements of Cash Flows Information Three months ended March 31, 2023 2022 Supplemental disclosure of cash activities: Cash paid for interest $ 1,704,000 $ 4,660,000 Supplemental disclosure of non-cash activities: Capitalization of interest and financing costs — 715,000 Buildings and improvements included in accounts payable and accrued liabilities 187,000 2,692,000 |
Real Estate (Tables)
Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Summary of Income from Discontinued Operations | The following is a summary of income from discontinued operations: Three months ended March 31, 2023 2022 REVENUES Rental revenues $ — $ 21,648,000 Other revenues — 56,000 Total revenues — 21,704,000 EXPENSES Operating, maintenance and management — 4,850,000 Real estate and other property-related taxes — 3,255,000 General and administrative — 60,000 Depreciation and amortization — 5,762,000 Total expenses — 13,927,000 OPERATING INCOME — 7,777,000 NON-OPERATING INCOME AND EXPENSES Interest expense, net — ( 1,529,000 ) Total non-operating income and expenses — ( 1,529,000 ) INCOME FROM DISCONTINUED OPERATIONS — 6,248,000 Impairment charges — ( 510,000 ) TOTAL INCOME FROM DISCONTINUED OPERATIONS $ — $ 5,738,000 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations are composed of the following at March 31, 2023 and collateralized by 12 properties: 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 |
Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Equity | The following presents the effect of the Company’s qualifying interest rate swaps on the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: (Loss) recognized in other comprehensive income reclassified into earnings (effective portion) Three months ended March 31, Classification 2023 2022 Continuing Operations $ — $ ( 1,362,000 ) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Dividends | The following table provides a summary of dividends declared and paid per share: Three months ended March 31, 2023 2022 Common stock $ — $ 0.066 7.25 % Series B Preferred Stock $ 0.453 $ 0.453 6.50 % Series C Preferred Stock $ 0.406 $ 0.406 |
Preferred Stock [Member] | |
Summary of Preferred Stock | The Company is authorized to issue up to 12,500,000 shares of preferred stock. The following tables summarize details about the Company’s preferred stock: 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 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenues [Abstract] | |
Schedule of Rental Revenues | Rental revenues for the three months ended March 31, 2023 and 2022, respectively, are comprised of the following: 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 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share Based Compensation [Abstract] | |
Schedule of Share-Based Compensation Information | The following tables set forth certain share-based compensation information for the three months ended March 31, 2023 and 2022, respectively: Three months ended March 31, 2023 2022 Expense relating to share/unit grants $ — $ 584,000 Amounts capitalized — ( 42,000 ) Total charged to operations $ — $ 542,000 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 2022 Numerator Net income (loss) from continuing operations $ 14,000 $ ( 6,815,000 ) Preferred stock dividends ( 2,688,000 ) ( 2,688,000 ) Net loss attributable to noncontrolling interests — 42,000 Net loss allocated to unvested shares — ( 23,000 ) Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares ( 2,674,000 ) ( 9,484,000 ) Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares — 5,716,000 Net loss attributable to vested common shares $ ( 2,674,000 ) $ ( 3,768,000 ) Denominator Weighted average number of vested common shares outstanding, basic and diluted 13,718,000 13,285,000 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 ) |
Business and Organization (Deta
Business and Organization (Details) | 3 Months Ended | ||||
Jul. 07, 2022 USD ($) | Mar. 31, 2023 Property $ / shares | Mar. 31, 2022 USD ($) | Aug. 22, 2022 $ / shares | Mar. 02, 2022 Property | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Number of properties | Property | 19 | ||||
Cash payments per share | $ / shares | $ 9.48 | ||||
Common stock dividends per share declared | $ / shares | $ 19.52 | ||||
Transaction costs | $ | $ 3,735,000 | ||||
Discontinued Operations [Member] | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Proceeds from sale of grocery-anchored shopping centers | $ | $ 879,000,000 | ||||
Series B Preferred Stock [Member] | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Preferred stock outstanding percentage | 7.25% | ||||
Series C Preferred Stock [Member] | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Preferred stock outstanding percentage | 6.50% | ||||
Asset Purchase Agreement [Member] | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Number of properties | Property | 33 | ||||
Cedar Realty Trust Partnership L.P [Member] | |||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||
Company's interest in Operating Partnership | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Supplemental Condensed Consolidated Statements of Cash Flows Information) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental disclosure of cash activities: | ||
Cash paid for interest | $ 1,704,000 | $ 4,660,000 |
Supplemental disclosure of non-cash activities: | ||
Capitalization of interest and financing costs | 715,000 | |
Buildings and improvements included in accounts payable and accrued liabilities | $ 187,000 | $ 2,692,000 |
Real Estate (Narrative) (Detail
Real Estate (Narrative) (Details) $ in Millions | 3 Months Ended | ||
Jul. 07, 2022 USD ($) | Mar. 31, 2023 USD ($) Property | Mar. 31, 2022 USD ($) | |
Real Estate Properties [Line Items] | |||
Number of properties | Property | 19 | ||
Net cash provided by operations from discontinued operations | $ 0 | $ 11.5 | |
Net cash used in investing activities from discontinued operations | $ 0 | $ (7.9) | |
Discontinued Operations [Member] | |||
Real Estate Properties [Line Items] | |||
Gross proceeds from sale of real estate | $ 879 | ||
Grocery-Anchored Shopping Center [Member] | Discontinued Operations [Member] | |||
Real Estate Properties [Line Items] | |||
Number of properties | Property | 33 |
Real Estate (Summary of Income
Real Estate (Summary of Income from Discontinued Operations) (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
REVENUES | |
Rental revenues | $ 21,648,000 |
Other revenues | 56,000 |
Total revenues | 21,704,000 |
EXPENSES | |
Operating, maintenance and management | 4,850,000 |
Real estate and other property-related taxes | 3,255,000 |
General and administrative | 60,000 |
Depreciation and amortization | 5,762,000 |
Total expenses | 13,927,000 |
OPERATING INCOME | 7,777,000 |
NON-OPERATING INCOME AND EXPENSES | |
Interest expense, net | (1,529,000) |
Total non-operating income and expenses | (1,529,000) |
INCOME FROM DISCONTINUED OPERATIONS | 6,248,000 |
Impairment charges | (510,000) |
Total income from discontinued operations | $ 5,738,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Fair value of fixed rate secured term loans | $ 132 | $ 131.8 |
Carrying value of fixed rate secured term loans | $ 131.6 | $ 131.5 |
Loans Payable (Narrative) (Deta
Loans Payable (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2023 PropertyPortfolio | |
Debt Disclosure [Abstract] | |
Number of properties collateralize by secured term loans | 12 |
Loans Payable (Schedule of Debt
Loans Payable (Schedule of Debt Obligations) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Credit facilities | $ 131,552,000 | $ 131,462,000 |
Total debt gross | 135,000,000 | |
Unamortized issuance costs | (3,448,000) | |
Continuing Operations [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 131,552,000 | |
Weighted average contractual interest rate | 5.50% | |
Continuing Operations [Member] | Fixed-Rate Mortgage [Member] | Term Loan [Member] | Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Nov. 30, 2032 | |
Credit facilities | $ 110,000,000 | |
Weighted average contractual interest rate | 5.30% | |
Continuing Operations [Member] | Fixed-Rate Mortgage [Member] | Term Loan Two [Member] | Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 31, 2033 | |
Credit facilities | $ 25,000,000 | |
Weighted average contractual interest rate | 6.40% |
Loans Payable (Effect of Deriva
Loans Payable (Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Equity) (Details) - Continuing Operations [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments Gain Loss [Line Items] | ||
(Loss) recognized in other comprehensive income reclassified into earnings (effective portion) | $ (1,362,000) | |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Net | Interest Income (Expense), Net |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term | 49 years | |
Weighted average discount rate | 8.60% | |
Rent expense | $ 0.1 | $ 0 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - $ / shares | Apr. 20, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 12,500,000 | ||
Series B [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,050,000 | 6,050,000 | |
Series B [Member] | Subsequent Event [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock dividends declared | $ 0.453125 | ||
Series C [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,450,000 | 6,450,000 | |
Series C [Member] | Subsequent Event [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock dividends declared | $ 0.406250 |
Shareholders' Equity (Summary o
Shareholders' Equity (Summary of Preferred Stock) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized | 12,500,000 | |
Preferred stock | $ 159,541,000 | $ 159,541,000 |
Series B Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Par value | $ 0.01 | |
Liquidation value | $ 25 | |
Preferred stock, shares authorized | 6,050,000 | 6,050,000 |
Shares issued | 1,450,000 | 1,450,000 |
Shares outstanding | 1,450,000 | 1,450,000 |
Preferred stock | $ 34,767,000 | $ 34,767,000 |
Series C Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Par value | $ 0.01 | |
Liquidation value | $ 25 | |
Preferred stock, shares authorized | 6,450,000 | 6,450,000 |
Shares issued | 5,000,000 | 5,000,000 |
Shares outstanding | 5,000,000 | 5,000,000 |
Preferred stock | $ 124,774,000 | $ 124,774,000 |
Shareholders' Equity (Schedule
Shareholders' Equity (Schedule of Dividends) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | ||
Common stock | $ 0.066 | |
Series B Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Cumulative Redeemable Preferred Stock | $ 0.453 | $ 0.453 |
Dividend rate percentage | 7.25% | 7.25% |
Series C Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Cumulative Redeemable Preferred Stock | $ 0.406 | $ 0.406 |
Dividend rate percentage | 6.50% | 6.50% |
Revenues (Schedule of Rental Re
Revenues (Schedule of Rental Revenues) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total rental revenues | $ 8,923,000 | $ 8,715,000 |
Rental Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
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 |
Rental revenues before adjustments | 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 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Share-Based Compensation Information) (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Share Based Compensation [Abstract] | |
Expense relating to share/unit grants | $ 584,000 |
Amounts capitalized | (42,000) |
Total charged to operations | $ 542,000 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) | Mar. 31, 2023 shares |
2017 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for grant under Stock Incentive Plan | 0 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted average nonvested restricted shares outstanding | 0 | 400,000 |
Weighted average number of OP units outstanding | 0 | 81,000 |
Market Performance-Based Equity Award [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity awards issued | 0 | |
Equity awards outstanding | 0 | |
Market Performance-Based Equity Award [Member] | Chief Executive Officer [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares issuable under Stock incentive plan | 0 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Calculation of Numerator and Denominator in Earnings Per Share) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income (loss) from continuing operations | $ 14,000 | $ (6,815,000) |
Preferred stock dividends | (2,688,000) | (2,688,000) |
Net loss attributable to noncontrolling interests | 42,000 | |
Net loss allocated to unvested shares | (23,000) | |
Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares | (2,674,000) | (9,484,000) |
Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares | (5,716,000) | |
Net loss attributable to vested common shares | $ (2,674,000) | $ (3,768,000) |
Weighted average number of vested common shares outstanding, basic | 13,718,000 | 13,285,000 |
Weighted average number of vested common shares outstanding, diluted | 13,718,000 | 13,285,000 |
Continuing operations, basic per share | $ (0.19) | $ (0.71) |
Continuing operations, diluted per share | (0.19) | (0.71) |
Discontinued operations, basic per share | 0.43 | |
Discontinued operations, diluted per share | 0.43 | |
Net (loss) income per common share attributable to common shareholders, basic | (0.19) | (0.28) |
Net (loss) income per common share attributable to common shareholders, diluted | $ (0.19) | $ (0.28) |
Related Party Transactions (Add
Related Party Transactions (Additional Information) (Details) - WHLR [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 0.4 | |
Related party amounts due | $ 8 | $ 7.3 |