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CDR Cedar Realty Trust

Filed: 29 Jul 21, 4:15pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2021

OR

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

COMMISSION FILE NUMBER: 001-31817

 

CEDAR REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

42-1241468

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

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)

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

  

Smaller reporting company

 

 

 

 

 

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

At July 27, 2021, there were 13,691,367 shares of Common Stock, $0.06 par value, outstanding.

 

 

1


 

CEDAR REALTY TRUST, INC.

INDEX

 

Forward-Looking Statements

3

 

 

Part I. Financial Information

 

 

 

 

 

Item 1.

 

Financial Statements (unaudited)

 

 

 

 

 

 

 

Consolidated Balance Sheets – June 30, 2021 and December 31, 2020

4

 

 

 

 

 

 

Consolidated Statements of Operations – Three and six months ended June 30, 2021 and 2020

5

 

 

 

 

 

 

Consolidated Statements of Comprehensive (Loss) – Three and six months ended June 30, 2021 and 2020

6

 

 

 

Consolidated Statements of Equity – Six months ended June 30, 2021 and 2020

7-10

 

 

 

 

 

 

Consolidated Statements of Cash Flows – Six months ended June 30, 2021 and 2020

11

 

 

 

 

 

 

Notes to Consolidated Financial Statements – June 30, 2021

12-21

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition And Results of Operations

22-30

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

30-31

 

 

 

 

Item 4.

 

Controls and Procedures

31

 

 

Part II. Other Information

 

 

 

 

 

Item 1.

 

Legal Proceedings

32

 

 

 

 

Item 1A.

 

Risk Factors

32

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

32

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

32

 

 

 

 

Item 4.

 

Mine Safety Disclosures

32

 

 

 

 

Item 5.

 

Other Information

32

 

 

 

 

Item 6.

 

Exhibits

32

 

 

 

 

Signatures

33

 

 

 

2


 

Forward-Looking Statements

 

Certain statements made in this Current Report on Form 10-Q 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 economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including: (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to large and small businesses, particularly including our retail tenants and other retailers, that have suffered significant declines in revenues as a result of mandatory business shut-downs, “shelter-in-place” or “stay-at-home” orders and social distancing practices, as well as individuals adversely impacted by the COVID-19 pandemic, (b) the duration of any such orders or other formal recommendations for social distancing and the speed and extent to which revenues of our retail tenants recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments or honor other commitments under existing leases, (d) the potential adverse impact on returns from redevelopment projects, (e) to the extent we were seeking to sell properties in the near term, significantly greater uncertainty regarding our ability to do so at attractive prices, and (f) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the short term and negative consequences that will occur if these trends are not quickly reversed; (ii) 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; (iii) 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; (iv) 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, 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, and the significant uncertainty as to when and the conditions under which potential tenants will be able to operate physical retail locations in future; (v) macroeconomic conditions, such as a disruption of or lack of access to capital markets and the adverse impact of the recent significant decline in the Company’s share price from prices prior to the spread of the COVID-19 pandemic; (vi) financing risks, such as the Company’s inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (viii) the impact of the Company’s leverage on operating performance; (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) competitive risks; (xii) risks related to the geographic concentration of the Company’s properties in the Washington, D.C. to Boston corridor; (xiii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiv) the inability of the Company to realize anticipated returns from its redevelopment activities; (xv) uninsured losses; (xvi) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xvii) 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, 2020 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.

 

 

3


 

CEDAR REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

Land

 

$

280,433,000

 

 

$

284,694,000

 

Buildings and improvements

 

 

1,193,657,000

 

 

 

1,242,784,000

 

 

 

 

1,474,090,000

 

 

 

1,527,478,000

 

Less accumulated depreciation

 

 

(423,671,000

)

 

 

(428,569,000

)

Real estate, net

 

 

1,050,419,000

 

 

 

1,098,909,000

 

 

 

 

 

 

 

 

 

 

Real estate held for sale

 

 

2,219,000

 

 

 

9,498,000

 

Investment in unconsolidated joint venture

 

 

2,481,000

 

 

 

-

 

Cash and cash equivalents

 

 

5,603,000

 

 

 

1,637,000

 

Restricted cash

 

 

230,000

 

 

 

-

 

Receivables

 

 

23,254,000

 

 

 

21,952,000

 

Other assets and deferred charges, net

 

 

32,488,000

 

 

 

45,255,000

 

TOTAL ASSETS

 

$

1,116,694,000

 

 

$

1,177,251,000

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Mortgage loan payable

 

$

157,298,000

 

 

$

45,385,000

 

Finance lease obligation

 

 

5,328,000

 

 

 

5,340,000

 

Unsecured revolving credit facility

 

 

12,000,000

 

 

 

175,000,000

 

Unsecured term loans

 

 

348,894,000

 

 

 

398,549,000

 

Accounts payable and accrued liabilities

 

 

45,037,000

 

 

 

56,580,000

 

Unamortized intangible lease liabilities

 

 

8,355,000

 

 

 

8,939,000

 

Total liabilities

 

 

576,912,000

 

 

 

689,793,000

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Cedar Realty Trust, Inc. shareholders' equity:

 

 

 

 

 

 

 

 

Preferred stock

 

 

159,541,000

 

 

 

159,541,000

 

Common stock  ($0.06 par value, 150,000,000 shares authorized, 13,628,000 and 13,530,000 shares, issued and outstanding, respectively)

 

 

818,000

 

 

 

812,000

 

Treasury stock  (416,000 and 447,000 shares, respectively, at cost)

 

 

(13,911,000

)

 

 

(15,133,000

)

Additional paid-in capital

 

 

880,491,000

 

 

 

879,790,000

 

Cumulative distributions in excess of net income

 

 

(477,992,000

)

 

 

(522,696,000

)

Accumulated other comprehensive (loss)

 

 

(13,636,000

)

 

 

(18,816,000

)

Total Cedar Realty Trust, Inc. shareholders' equity

 

 

535,311,000

 

 

 

483,498,000

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

Minority interests in consolidated joint ventures

 

 

1,325,000

 

 

 

1,053,000

 

Limited partners'  OP Units

 

 

3,146,000

 

 

 

2,907,000

 

Total noncontrolling interests

 

 

4,471,000

 

 

 

3,960,000

 

Total equity

 

 

539,782,000

 

 

 

487,458,000

 

TOTAL LIABILITIES AND EQUITY

 

$

1,116,694,000

 

 

$

1,177,251,000

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements

 

4


 

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

31,880,000

 

 

$

28,461,000

 

 

$

65,216,000

 

 

$

63,576,000

 

Other

 

 

340,000

 

 

 

159,000

 

 

 

555,000

 

 

 

7,529,000

 

Total revenues

 

 

32,220,000

 

 

 

28,620,000

 

 

 

65,771,000

 

 

 

71,105,000

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating, maintenance and management

 

 

6,296,000

 

 

 

5,508,000

 

 

 

14,076,000

 

 

 

13,229,000

 

Real estate and other property-related taxes

 

 

5,051,000

 

 

 

4,978,000

 

 

 

10,171,000

 

 

 

10,100,000

 

General and administrative

 

 

4,873,000

 

 

 

3,906,000

 

 

 

9,401,000

 

 

 

8,908,000

 

Depreciation and amortization

 

 

10,257,000

 

 

 

14,426,000

 

 

 

21,468,000

 

 

 

28,173,000

 

Total expenses

 

 

26,477,000

 

 

 

28,818,000

 

 

 

55,116,000

 

 

 

60,410,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sales

 

 

48,857,000

 

 

 

-

 

 

 

49,904,000

 

 

 

-

 

Impairment reversal (charges)

 

 

1,849,000

 

 

 

(133,000

)

 

 

1,849,000

 

 

 

(7,607,000

)

Total other

 

 

50,706,000

 

 

 

(133,000

)

 

 

51,753,000

 

 

 

(7,607,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME  (LOSS)

 

 

56,449,000

 

 

 

(331,000

)

 

 

62,408,000

 

 

 

3,088,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-OPERATING INCOME AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(4,985,000

)

 

 

(5,678,000

)

 

 

(9,691,000

)

 

 

(11,195,000

)

Total non-operating income and expenses

 

 

(4,985,000

)

 

 

(5,678,000

)

 

 

(9,691,000

)

 

 

(11,195,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

51,464,000

 

 

 

(6,009,000

)

 

 

52,717,000

 

 

 

(8,107,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (income) loss attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests in consolidated joint ventures

 

 

(122,000

)

 

 

(140,000

)

 

 

(272,000

)

 

 

(316,000

)

Limited partners' interest in Operating Partnership

 

 

(287,000

)

 

 

52,000

 

 

 

(278,000

)

 

 

80,000

 

Total net (income) attributable to noncontrolling interests

 

 

(409,000

)

 

 

(88,000

)

 

 

(550,000

)

 

 

(236,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.

 

 

51,055,000

 

 

 

(6,097,000

)

 

 

52,167,000

 

 

 

(8,343,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

 

(2,688,000

)

 

 

(2,688,000

)

 

 

(5,376,000

)

 

 

(5,376,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME  (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$

48,367,000

 

 

$

(8,785,000

)

 

$

46,791,000

 

 

$

(13,719,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):

 

$

3.52

 

 

$

(0.67

)

 

$

3.41

 

 

$

(1.06

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares - basic and diluted

 

 

13,197,000

 

 

 

13,107,000

 

 

 

13,171,000

 

 

 

13,097,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements

 

5


 

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)

(unaudited)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

51,464,000

 

 

$

(6,009,000

)

 

$

52,717,000

 

 

$

(8,107,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on change in fair value of cash flow hedges

 

 

1,019,000

 

 

 

(588,000

)

 

 

5,216,000

 

 

 

(15,602,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

52,483,000

 

 

 

(6,597,000

)

 

 

57,933,000

 

 

 

(23,709,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive (income) attributable to noncontrolling interests

 

 

(419,000

)

 

 

(85,000

)

 

 

(586,000

)

 

 

(143,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to Cedar Realty Trust, Inc.

 

$

52,064,000

 

 

$

(6,682,000

)

 

$

57,347,000

 

 

$

(23,852,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements

 

 

6


 

 

CEDAR REALTY TRUST, INC.

Consolidated Statement of Equity

Six months ended June 30, 2021

(unaudited)

 

 

 

Cedar Realty Trust, Inc. Shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury

 

 

Additional

 

 

distributions

 

 

other

 

 

 

 

 

 

 

Preferred stock

 

 

Common stock

 

 

stock,

 

 

paid-in

 

 

in excess of

 

 

comprehensive

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

at cost

 

 

capital

 

 

net income

 

 

income

 

 

Total

 

Balance, December 31, 2020

 

 

6,450,000

 

 

$

159,541,000

 

 

 

13,530,000

 

 

$

812,000

 

 

$

(15,133,000

)

 

$

879,790,000

 

 

$

(522,696,000

)

 

$

(18,816,000

)

 

$

483,498,000

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,112,000

 

 

 

 

 

 

1,112,000

 

Unrealized gain on change in fair value of cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,171,000

 

 

 

4,171,000

 

Share-based compensation, net

 

 

 

 

 

 

 

 

99,000

 

 

 

6,000

 

 

 

1,172,000

 

 

 

(397,000

)

 

 

 

 

 

 

 

 

781,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(899,000

)

 

 

 

 

 

(899,000

)

Reallocation adjustment of limited partners' interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,000

 

 

 

 

 

 

 

 

 

19,000

 

Balance, March 31, 2021

 

 

6,450,000

 

 

 

159,541,000

 

 

 

13,629,000

 

 

 

818,000

 

 

 

(13,961,000

)

 

 

879,413,000

 

 

 

(525,171,000

)

 

 

(14,645,000

)

 

 

485,995,000

 

Net (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

51,055,000

 

 

 

 

 

 

51,055,000

 

Unrealized (loss) on change in fair value of cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,009,000

 

 

 

1,009,000

 

Share-based compensation, net

 

 

 

 

 

 

 

 

(1,000

)

 

 

 

 

 

50,000

 

 

 

1,039,000

 

 

 

 

 

 

 

 

 

1,089,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,188,000

)

 

 

 

 

 

(1,188,000

)

Redemption of OP units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reallocation adjustment of limited partners' interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,000

 

 

 

 

 

 

 

 

 

38,000

 

Balance, June 30, 2021

 

 

6,450,000

 

 

$

159,541,000

 

 

 

13,628,000

 

 

$

818,000

 

 

$

(13,911,000

)

 

$

880,491,000

 

 

$

(477,992,000

)

 

$

(13,636,000

)

 

$

535,311,000

 

7


 

 

CEDAR REALTY TRUST, INC.

Consolidated Statement of Equity

Six months ended June 30, 2021

(unaudited)

 

 

 

Noncontrolling Interests

 

 

 

 

 

 

 

Minority

 

 

Limited

 

 

 

 

 

 

 

 

 

 

 

interest in

 

 

partners'

 

 

 

 

 

 

 

 

 

 

 

consolidated

 

 

interest in

 

 

 

 

 

 

 

 

 

 

 

joint

 

 

Operating

 

 

 

 

 

 

Total

 

 

 

ventures

 

 

Partnership

 

 

Total

 

 

Equity

 

Balance, December 31, 2020

 

$

1,053,000

 

 

$

2,907,000

 

 

$

3,960,000

 

 

$

487,458,000

 

Net income (loss)

 

 

150,000

 

 

 

(9,000

)

 

 

141,000

 

 

 

1,253,000

 

Unrealized gain on change in fair value of cash flow hedges

 

 

 

 

 

26,000

 

 

 

26,000

 

 

 

4,197,000

 

Share-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

781,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

1,000

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

(5,000

)

 

 

(5,000

)

 

 

(904,000

)

Reallocation adjustment of limited partners' interest

 

 

 

 

 

(19,000

)

 

 

(19,000

)

 

 

 

Balance, March 31, 2021

 

 

1,203,000

 

 

 

2,900,000

 

 

 

4,103,000

 

 

 

490,098,000

 

Net (loss) income

 

 

122,000

 

 

 

287,000

 

 

 

409,000

 

 

 

51,464,000

 

Unrealized (loss) on change in fair value of cash flow hedges

 

 

 

 

 

10,000

 

 

 

10,000

 

 

 

1,019,000

 

Share-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

1,089,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

1,000

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

(5,000

)

 

 

(5,000

)

 

 

(1,193,000

)

Redemption of OP units

 

 

 

 

 

(8,000

)

 

 

(8,000

)

 

 

(8,000

)

Reallocation adjustment of limited partners' interest

 

 

 

 

 

(38,000

)

 

 

(38,000

)

 

 

 

Balance, June 30, 2021

 

$

1,325,000

 

 

$

3,146,000

 

 

$

4,471,000

 

 

$

539,782,000

 

 

 

See accompanying notes to consolidated financial statements

 

 

 

 

8


 

 

CEDAR REALTY TRUST, INC.

Consolidated Statement of Equity

Six months ended June 30, 2020

Continued

(unaudited)

 

 

Cedar Realty Trust, Inc. Shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury

 

 

Additional

 

 

distributions

 

 

other

 

 

 

 

 

 

 

Preferred stock

 

 

Common stock

 

 

stock,

 

 

paid-in

 

 

in excess of

 

 

comprehensive

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

at cost

 

 

capital

 

 

net income

 

 

income

 

 

Total

 

Balance, December 31, 2019

 

 

6,450,000

 

 

$

159,541,000

 

 

 

13,488,000

 

 

$

809,000

 

 

$

(16,311,000

)

 

$

877,256,000

 

 

$

(503,725,000

)

 

$

(7,009,000

)

 

$

510,561,000

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,246,000

)

 

 

 

 

 

(2,246,000

)

Unrealized (loss) on change in fair value of cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,924,000

)

 

 

(14,924,000

)

Share-based compensation, net

 

 

 

 

 

 

 

 

46,000

 

 

 

3,000

 

 

 

1,006,000

 

 

 

(143,000

)

 

 

 

 

 

 

 

 

866,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000

 

 

 

 

 

 

 

 

 

5,000

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,468,000

)

 

 

 

 

 

(4,468,000

)

Reallocation adjustment of limited partners' interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000

 

 

 

 

 

 

 

 

 

5,000

 

Balance, March 31, 2020

 

 

6,450,000

 

 

 

159,541,000

 

 

 

13,534,000

 

 

 

812,000

 

 

 

(15,305,000

)

 

 

877,123,000

 

 

 

(513,127,000

)

 

 

(21,933,000

)

 

 

487,111,000

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,097,000

)

 

 

 

 

 

(6,097,000

)

Unrealized (loss) on change in fair value of cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(585,000

)

 

 

(585,000

)

Share-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57,000

 

 

 

973,000

 

 

 

 

 

 

 

 

 

1,030,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,000

 

 

 

 

 

 

 

 

 

4,000

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(893,000

)

 

 

 

 

 

(893,000

)

Reallocation adjustment of limited partners' interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,000

)

 

 

 

 

 

 

 

 

(2,000

)

Balance, June 30, 2020

 

 

6,450,000

 

 

$

159,541,000

 

 

 

13,534,000

 

 

$

812,000

 

 

$

(15,248,000

)

 

$

878,098,000

 

 

$

(522,805,000

)

 

$

(22,518,000

)

 

$

477,880,000

 

9


 

 

CEDAR REALTY TRUST, INC.

Consolidated Statement of Equity

Six months ended June 30, 2020

Continued

(unaudited)

 

 

 

Noncontrolling Interests

 

 

 

 

 

 

 

Minority

 

 

Limited

 

 

 

 

 

 

 

 

 

 

 

interest in

 

 

partners'

 

 

 

 

 

 

 

 

 

 

 

consolidated

 

 

interest in

 

 

 

 

 

 

 

 

 

 

 

joint

 

 

Operating

 

 

 

 

 

 

Total

 

 

 

ventures

 

 

Partnership

 

 

Total

 

 

Equity

 

Balance, December 31, 2019

 

$

435,000

 

 

$

3,079,000

 

 

$

3,514,000

 

 

$

514,075,000

 

Net loss

 

 

176,000

 

 

 

(28,000

)

 

 

148,000

 

 

 

(2,098,000

)

Unrealized (loss) on change in fair value of cash flow hedges

 

 

 

 

 

(90,000

)

 

 

(90,000

)

 

 

(15,014,000

)

Share-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

866,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

5,000

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

(27,000

)

 

 

(27,000

)

 

 

(4,495,000

)

Reallocation adjustment of limited partners' interest

 

 

 

 

 

(5,000

)

 

 

(5,000

)

 

 

 

Balance, March 31, 2020

 

 

611,000

 

 

 

2,929,000

 

 

 

3,540,000

 

 

 

490,651,000

 

Net income

 

 

140,000

 

 

 

(52,000

)

 

 

88,000

 

 

 

(6,009,000

)

Unrealized (loss) on change in fair value of cash flow hedges

 

 

 

 

 

(3,000

)

 

 

(3,000

)

 

 

(588,000

)

Share-based compensation, net

 

 

 

 

 

 

 

 

 

 

 

1,030,000

 

Common stock sales, net of issuance expenses

 

 

 

 

 

 

 

 

 

 

 

4,000

 

Common stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

(2,688,000

)

Distributions to common shareholders/noncontrolling interests

 

 

 

 

 

(5,000

)

 

 

(5,000

)

 

 

(898,000

)

Reallocation adjustment of limited partners' interest

 

 

 

 

 

2,000

 

 

 

2,000

 

 

 

 

Balance, June 30, 2020

 

$

751,000

 

 

$

2,871,000

 

 

$

3,622,000

 

 

$

481,502,000

 

 

 

See accompanying notes to consolidated financial statements

 

10


 

 

 

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income (loss)

 

$

52,717,000

 

 

$

(8,107,000

)

Adjustments to reconcile net  income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Gain on sales

 

 

(49,904,000

)

 

 

 

Impairment (reversal) charges

 

 

(1,849,000

)

 

 

7,607,000

 

Straight-line rents and expenses, net

 

 

(305,000

)

 

 

1,000,000

 

Provision for doubtful accounts

 

 

502,000

 

 

 

641,000

 

Depreciation and amortization

 

 

21,468,000

 

 

 

28,173,000

 

Amortization of intangible lease liabilities, net

 

 

(539,000

)

 

 

(766,000

)

Expense relating to share-based compensation, net

 

 

1,926,000

 

 

 

1,986,000

 

Amortization of deferred financing costs

 

 

748,000

 

 

 

617,000

 

Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:

 

 

 

 

 

 

 

 

Rents and other receivables

 

 

(591,000

)

 

 

(2,635,000

)

Prepaid expenses and other

 

 

1,276,000

 

 

 

(40,000

)

Accounts payable and accrued liabilities

 

 

(645,000

)

 

 

(3,958,000

)

Net cash provided by operating activities

 

 

24,804,000

 

 

 

24,518,000

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Expenditures for real estate improvements

 

 

(13,762,000

)

 

 

(18,644,000

)

Net proceeds from sales of real estate

 

 

104,497,000

 

 

 

 

Contributions to unconsolidated joint venture

 

 

(2,481,000

)

 

 

 

Net cash provided by (used in) investing activities

 

 

88,254,000

 

 

 

(18,644,000

)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayments under revolving credit facility

 

 

(183,000,000

)

 

 

(12,100,000

)

Advances under revolving credit facility

 

 

20,000,000

 

 

 

83,000,000

 

Repayment of term note

 

 

(50,000,000

)

 

 

 

Termination payment related to interest rate swap

 

 

(503,000

)

 

 

 

Mortgage proceeds

 

 

114,000,000

 

 

 

 

Mortgage repayments

 

 

(548,000

)

 

 

(528,000

)

Payments of debt financing costs

 

 

(1,620,000

)

 

 

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

Distributions to limited partners

 

 

(10,000

)

 

 

(32,000

)

Redemption of OP units

 

 

(8,000

)

 

 

 

Common stock sales less issuance expenses, net

 

 

2,000

 

 

 

9,000

 

Preferred stock dividends

 

 

(5,376,000

)

 

 

(5,376,000

)

Distributions to common shareholders

 

 

(1,799,000

)

 

 

(5,361,000

)

Net cash (used in) provided by financing activities

 

 

(108,862,000

)

 

 

59,612,000

 

 

 

 

 

 

 

 

 

 

Net increase in cash, cash equivalents and restricted cash

 

 

4,196,000

 

 

 

65,486,000

 

Cash, cash equivalents and restricted cash at beginning of year

 

 

1,637,000

 

 

 

2,747,000

 

Cash, cash equivalents and restricted cash at end of year

 

$

5,833,000

 

 

$

68,233,000

 

 

 

 

 

 

 

 

 

 

Reconciliation to consolidated balance sheets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,603,000

 

 

$

68,233,000

 

Restricted cash

 

 

230,000

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

5,833,000

 

 

$

68,233,000

 

 

See accompanying notes to consolidated financial statements

 

 

11


 

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

 

Note 1. Business and Organization

Cedar Realty Trust, Inc. (the “Company”) is a real estate investment trust (“REIT”) that focuses primarily on ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. At June 30, 2021, the Company owned and managed a portfolio of 53 operating properties (excluding properties “held for sale”).

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 June 30, 2021, the Company owned a 99.4% general and limited partnership interest in, and was the sole general partner of, the Operating Partnership. The limited partners’ interest in the Operating Partnership (0.6% at June 30, 2021) is represented by partnership units in the Operating Partnership (“OP Units”). The carrying amount of such interest is adjusted at the end of each reporting period to an amount equal to the limited partners’ ownership percentage of the Operating Partnership’s net equity. The 81,000 OP Units outstanding at June 30, 2021 are economically equivalent to shares of the Company’s common stock. The holders of OP Units have the right to exchange their OP Units for the same number of shares of the Company’s common stock or, at the Company’s option, for cash. Unless specifically noted otherwise, all references to OP Units exclude limited partnership units held by the Company.

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. 

 

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation/Basis of Preparation

The accompanying unaudited 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 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, 2020.

The unaudited consolidated financial statements include the accounts and operations of the Company, the Operating Partnership, its subsidiaries, and certain joint venture partnerships in which it participates. The Company consolidates all variable interest entities for which it is the primary beneficiary.

Supplemental Consolidated Statements of Cash Flows Information

 

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

Supplemental disclosure of cash activities:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

10,547,000

 

 

$

11,669,000

 

Supplemental disclosure of non-cash activities:

 

 

 

 

 

 

 

 

Capitalization of interest and financing costs

 

 

1,555,000

 

 

 

1,224,000

 

Buildings and improvements included in accounts payable and accrued liabilities

 

 

1,224,000

 

 

 

 

Recognition of right-of-use assets and related lease liabilities

 

 

 

 

 

703,000

 

 

Recently Issued and Adopted Accounting Pronouncements

 

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of a novel strain of coronavirus (“COVID-19”). Under existing

12


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under ASC 842. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances.

 

During the three and six months ended June 30, 2021, the Company provided lease concessions to certain tenants in response to the impact of COVID-19, in the form of rent deferrals.  The Company has made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases.  This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in our rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

 

Substantially all of the Company’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments.  The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its receivables as tenant payments accrue and continues to recognize rental income. Through June 30, 2021, the Company has entered into lease modifications that deferred approximately $3.5 million, of which $2.4 million relates to deferrals that the Company continued to recognize rental income. In addition, through June 30, 2021, the Company has entered into agreements that waived approximately $2.4 million of rent.  

Note 3. Real Estate 

Investment in unconsolidated joint venture

On May 5, 2021, the Company formed a joint venture with Goldman Sachs Urban Investment Group and Asland Capital Partners (the “Joint Venture”) for the construction of an approximately 258,000 square foot six-story commercial building in Washington D.C. consisting of approximately 240,000 square feet of office space which is 100% leased to the Washington, D.C., Department of General Services (“DGS”) for its headquarters and approximately 18,000 square feet of street-level retail. The term of the lease with DGS is for 20 years and 10 months, to commence upon substantial completion and delivery to the DGS. This building is planned as the first phase of Northeast Heights, a redevelopment of 2 existing shopping centers, East River Park and Senator Square, into a mixed-use residential, office and retail property. Further, the Joint Venture has secured construction financing from JP Morgan not to exceed $105 million. The construction loan initially bears interest at LIBOR plus 200 basis points and has an initial term of three years with two, one-year extension options subject to customary conditions. The Company will have a 10% interest in the joint venture and be a co-general partner along with Asland Capital Partners. The Company has contributed approximately $2.5 million of capital to the Joint Venture as of June 30, 2021. The Company has sold approximately $8.0 million of development costs to the Joint Venture as of June 30, 2021.

 

The Joint Venture currently estimates that the space will be delivered during the end of the fourth quarter 2022. Upon completion of the building, the District will be obligated to pay initial annual net rent of approximately $5.4 million per year, subject to a 2.5% annual escalator on each anniversary of rent commencement, plus certain operating costs, property taxes and amortization of tenant improvements together totaling approximately an additional $8.1 million per year, for an aggregate total annual rent of approximately $13.5 million. The Lease provides for a free rent period of 10 months immediately following rent commencement. The Lease also provides the District with a tenant credit of approximately $6.8 million to be applied, at the District’s election, against either annual rent or any other tenant payment obligations including tenant improvement costs, in excess of the tenant improvement allowance. Pursuant to the Lease, the Joint Venture will contribute up to $155 per rentable square foot toward the cost of tenant improvements, to be amortized over 240 months. In addition, the Lease provides that the Joint Venture will contribute $9.38 per rentable square foot in additional tenant improvement allowance between the 10th and 12th Lease years, upon the District’s timely election. The obligations of the District under the Lease are subject to annual budget appropriation.

 

13


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

 

Dispositions

The following table shows the property dispositions during the six months ended June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on Sale/

 

 

 

 

 

 

 

 

 

Date

 

Sales

 

 

Reversal of

 

Dispositions

 

Location

 

GLA

 

 

Sold

 

Price

 

 

Impairment

 

Kempsville Crossing (land parcel)

 

Virginia Beach, VA

 

 

-

 

 

2/24/2021

 

$

1,300,000

 

 

$

1,047,000

 

The Commons

 

Dubois, PA

 

 

203,309

 

 

5/5/2021

 

 

9,761,000

 

 

 

1,849,000

 

Camp Hill Shopping Center

 

Camp Hill, PA

 

 

430,198

 

 

6/21/2021

 

 

89,662,500

 

 

 

48,857,000

 

 

 

 

 

 

633,507

 

 

 

 

$

100,723,500

 

 

$

51,753,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The gains on sales and the reversal of impairments are included in operating income in the accompanying consolidated statement of operations.

Real Estate Held for Sale

 

As of June 30, 2021, Carll’s Corner, located in Bridgeton, New Jersey has been classified as “real estate held for sale” on the accompanying consolidated balance sheet.      

The Company, when applicable, conducts a continuing review of the values for all properties “held for sale” based on final sales prices and sales contracts entered into. Impairment charges/reversals, if applicable, are based on a comparison of the carrying values of the properties with either (1) actual sales prices less costs to sell for properties sold, or contract amounts for properties in the process of being sold, (2) estimated sales prices, less costs to sell, based on discounted cash flow or income capitalization analyses, if no contract amounts are being negotiated (see Note 4 - “Fair Value Measurements”), or (3) with respect to land parcels, estimated sales prices, less costs to sell, based on comparable sales completed in the selected market areas. Prior to the Company’s determination to dispose of properties, which are subsequently reclassified to “held for sale”, the Company performed recoverability analyses based on the estimated undiscounted cash flows that were expected to result from the real estate investments’ use and eventual disposal. The projected undiscounted cash flows of each property reflects that the carrying value of each real estate investment would be recovered. However, as a result of the properties’ meeting the “held for sale” criteria, such properties were written down to the lower of their carrying value and estimated fair values less costs to sell, if applicable.

Note 4. Fair Value Measurements

The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, certain other assets, 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 investments and liabilities related to share-based compensation were determined to be Level 1 within the valuation hierarchy, and were based on independent values provided by financial institutions.

The fair value of the Company’s fixed rate mortgage loan 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 maturity.  As of June 30, 2021 and December 31, 2020, the fair value of the Company’s fixed rate mortgage loans payable, which were determined to be Level 3 within the valuation hierarchy, was $158.6 million and $47.0 million, respectively; the carrying value of such loan was $157.3 million and $45.4 million, respectively. As of June 30, 2021 and December 31, 2020, respectively, the aggregate fair values of the Company’s unsecured revolving credit facility and term loans approximated the carrying values. In addition, the fair value of the Company’s mortgage note receivable and finance lease obligation, which were determined to be Level 3 within the valuation hierarchy, approximated their carrying values as of June 30, 2021 and December 31, 2020, respectively.

The valuations of the assets and liabilities for the Company’s interest rate swaps, which are measured on a recurring basis, were determined to be Level 2 within the valuation hierarchy, and were based on independent values provided by financial institutions. Such valuations were determined using widely accepted valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. The analyses reflect the contractual terms of the swaps, including the period to maturity, and

14


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded that, as of June 30, 2021, the fair value associated with the “significant unobservable inputs” relating to the Company’s risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon “significant other observable inputs”.

Nonfinancial assets and liabilities measured at fair value in the 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. 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.

Valuations were prepared using internally-developed valuation models. These valuations are reviewed and approved, during each reporting period, by a diverse group of management, as deemed necessary, including personnel from the acquisition, accounting, finance, operations, development and leasing departments, and the valuations are updated as appropriate. In addition, the Company may engage third-party valuation experts to assist with the preparation of certain of its valuations.

The following tables show the hierarchy for those assets measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, respectively:

 

 

 

June 30, 2021

 

Description

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investments related to deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation liabilities (a)

 

$

924,000

 

 

$

 

 

$

 

 

$

924,000

 

Deferred compensation liabilities (b)

 

$

937,000

 

 

$

 

 

$

 

 

$

937,000

 

Interest rate swaps liability (b)

 

$

 

 

$

13,208,000

 

 

$

 

 

$

13,208,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

Description

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investments related to deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation liabilities (a)

 

$

948,000

 

 

$

 

 

$

 

 

$

948,000

 

Deferred compensation liabilities (b)

 

$

952,000

 

 

$

 

 

$

 

 

$

952,000

 

Interest rate swaps liability (b)

 

$

 

 

$

18,927,000

 

 

$

 

 

$

18,927,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Included in other assets and deferred charges, net, in the accompanying consolidated balance sheets.

 

(b) Included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

 

 

As of June 30, 2021, real estate held for sale on the consolidated balance sheet consisted of 1 retail property, totaling $2.2 million, which was determined to be Level 3 asset under the hierarchy, and was measured at fair value less cost to sell on a non-recurring basis using a direct capitalization approach, consisting of a capitalization rate of 8.5%.  

 

Note 5. Mortgage Loans Payable and Unsecured Credit Facility

Debt and finance lease obligations are composed of the following at June 30, 2021:

15


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

 

 

 

 

 

June 30, 2021

 

 

 

 

 

 

 

 

 

Contractual

 

 

 

Maturity

 

Balance

 

 

interest rates

 

Description

 

dates

 

outstanding

 

 

weighted-average

 

Fixed-rate mortgage

 

 

 

 

 

 

 

 

 

 

Franklin Village

 

Jun 2026

 

$

45,113,000

 

 

3.9%

 

Shops at Suffolk Downs (a)

 

June 2031

 

 

15,600,000

 

 

3.5%

 

Trexlertown Plaza (a)

 

June 2031

 

 

36,100,000

 

 

3.5%

 

The Point (a)

 

June 2031

 

 

29,700,000

 

 

3.5%

 

Christina Crossing (a)

 

June 2031

 

 

17,000,000

 

 

3.5%

 

Lawndale Plaza (a)

 

June 2031

 

 

15,600,000

 

 

3.5%

 

Senator Square finance lease obligation

 

Sep 2050

 

 

5,615,000

 

 

5.3%

 

 

 

 

 

 

164,728,000

 

 

3.6%

 

Unsecured credit facilities (b):

 

 

 

 

 

 

 

 

 

 

Variable-rate:

 

 

 

 

 

 

 

 

 

 

Revolving credit facility  (c)

 

Sep 2021

 

 

12,000,000

 

 

1.7%

 

Term loan

 

Sep 2022

 

 

50,000,000

 

 

1.8%

 

Fixed-rate (d):

 

 

 

 

 

 

 

 

 

 

Term loan

 

Sep 2022

 

 

50,000,000

 

 

3.5%

 

Term loan

 

Apr 2023

 

 

100,000,000

 

 

3.5%

 

Term loan

 

Sep 2024

 

 

75,000,000

 

 

3.9%

 

Term loan

 

Jul 2025

 

 

75,000,000

 

 

4.8%

 

 

 

 

 

 

526,728,000

 

 

3.6%

 

Unamortized issuance costs

 

 

 

 

(3,208,000

)

 

 

 

 

 

 

 

 

$

523,520,000

 

 

 

 

 

 

 

(a)

The mortgages for these properties are cross-collateralized.

 

(b)

During the third quarter of 2021, the weighted average interest rate for the Company’s unsecured credit facilities will decrease 15 basis points (“bps”) as a result of a decrease in the Company’s leverage ratio.

 

(c)

The revolving credit facility is subject to a one-year extension at the Company’s option.

 

(d)

The interest rates on these term loans consist of the London Interbank Offered Rate (“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. 

Unsecured Revolving Credit Facility and Term Loans

On August 4, 2020, the Company amended its existing $300 million unsecured credit facility and term loans. After such amendments, the Company’s financial ratios and borrowing base are now all computed using the trailing four quarters as opposed to the current quarter annualized and interest rate swaps that are a hedge of existing debt are now excluded from the definition of debt. The $300 million unsecured credit facility consists of (1) a $250 million revolving credit facility, expiring on September 8, 2021, and (2) a $50 million term loan, expiring on September 8, 2022. The revolving credit facility may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. Interest on borrowings under the revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (165 bps at June 30, 2021 and 150 bps as of this filing) and interest on borrowings under the term loan component can range from LIBOR plus 130 bps to 190 bps (160 bps at June 30, 2021 and 145 bps as of this filing), each based on the Company’s leverage ratio. Interest on borrowings under the unsecured credit facility and term loans is based on the Company’s leverage ratio.

The Company’s unsecured credit facility and term loans contain financial covenants including, but not limited to, maximum debt leverage, maximum secured debt, minimum fixed charge coverage, and minimum net worth. In addition, the facility contains restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. The Company’s failure to comply with the covenants or the occurrence of an event of default under the facilities could result in the acceleration of the related debt and exercise of other lender remedies. Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income for the trailing twelve months, as defined in the agreements. As of the date of filing this Quarterly Report on Form 10-Q, the Company had $12.0 million outstanding and $112.1 million available for additional borrowings under its revolving credit facility, and was in compliance with all financial covenants.    

16


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

On May 5, 2021, the Company closed a non-recourse mortgage for $114.0 million. The mortgage matures June 1, 2031, bears interest at a fixed-rate of 3.49% and requires payment of interest only for the first five years followed by payments of principal and interest based on thirty-year amortization for the remainder of the term. The loan is secured by five shopping centers consisting of Lawndale Plaza, The Shops at Suffolk Downs, Christina Crossing, Trexlertown Plaza, and The Point.  These properties had no pre-existing debt and the proceeds from this new loan were used to reduce amounts outstanding under the Company’s revolving credit facility.

Derivative Financial Instruments

The fair values of the interest rate swaps applicable to the unsecured term loans discussed above are included in accounts payable and accrued liabilities on the consolidated balance sheet at June 30, 2021. Charges and/or credits relating to the changes in the fair value of the interest rate swaps are made to accumulated other comprehensive income (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 will be reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affect earnings. The Company estimates that approximately $6.3 million of accumulated other comprehensive loss will be reclassified as a decrease to earnings within the next twelve months.

The following is a summary of the derivative financial instruments held by the Company at June 30, 2021 and December 31, 2020:

 

June 30, 2021

Designation/

 

 

 

 

 

 

 

Fair

 

 

Maturity

 

Balance sheet

Cash flow

 

Derivative

 

Count

 

 

value

 

 

dates

 

location

Qualifying

 

Interest rate swaps

 

 

5

 

 

$

13,208,000

 

 

2022-2025

 

Accounts payable and accrued liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

Designation/

 

 

 

 

 

 

 

Fair

 

 

Maturity

 

Balance sheet

Cash flow

 

Derivative

 

Count

 

 

value

 

 

dates

 

location

Qualifying

 

Interest rate swaps

 

 

7

 

 

$

18,927,000

 

 

2021-2025

 

Accounts payable and accrued liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notional values of the interest rate swaps held by the Company at June 30, 2021 and December 31, 2020 were $300.0 million and $425.0 million, respectively.

 

The following presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and the consolidated statements of equity for the three and six months ended June 30, 2021 and 2020, respectively:

 

 

 

 

 

(Loss) gain recognized in other

 

 

 

 

 

comprehensive (loss) income

 

 

 

 

 

(effective portion)

 

Designation/

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

Cash flow

 

Derivative

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Qualifying

 

Interest rate swaps

 

$

(637,000

)

 

$

(2,226,000

)

 

$

1,756,000

 

 

$

(17,590,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) recognized in other

 

 

 

 

 

comprehensive (loss) income

 

 

 

 

 

reclassified into earnings (effective portion)

 

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

Classification

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

Continuing Operations

 

$

(1,656,000

)

 

$

(1,638,000

)

 

$

(3,460,000

)

 

$

(1,988,000

)

 

As of June 30, 2021 the Company believes it has no significant risk associated with non-performance of the financial institutions which are the counterparties to its derivative contracts.  

17


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

 

Note 6. Commitments and Contingencies

The Company is a party to certain legal actions arising in the normal course of business. Management does not expect there to be adverse consequences from these actions that would be material to the Company’s consolidated financial statements.

The Company is the lessee under several ground leases and its executive office lease agreement. As of June 30, 2021, the Company’s weighted average remaining lease term is approximately 30.4 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately 5.7%. Rent expense under the Company’s ground lease and executive office lease agreements was approximately $0.3 million and $0.4 million for the three months ended June 30, 2021 and 2020, respectively. Rent expense under the Company’s ground lease and executive office lease agreements was approximately $0.7 million and $0.9 million for the six months ended June 30, 2021 and 2020, respectively.   

 

During the first quarter of 2020, COVID-19 began spreading globally, with the outbreak being classified as a pandemic by the World Health Organization on March 11, 2020. The Company currently faces significant risks and uncertainties related to the adverse effect of the COVID-19 pandemic, which has created significant economic uncertainty and volatility. Certain tenants have announced temporary closures of their stores and have requested rent deferrals or forgiveness during this pandemic. COVID-19 could have a material and adverse effect on the Company’s financial condition, results of operations and cash flow which could result in (1) the Company’s tenants being  unable to fully meet their obligations and to seek modification of their obligations, resulting in increases in uncollectible rents and a reduction in rental income, (2) difficulties in the Company’s future compliance with financial covenants in regards to its unsecured credit facilities, and (3) the recognition of impairments charges of the Company’s real estate.

 

As a result of COVID-19, the Company has received numerous rent relief requests, most often in the form of rent deferrals. The Company has evaluated, and continues to evaluate, each tenant rent relief request on an individual basis, considering a number of factors. During the quarters ended June 30, 2021 and March 31, 2021, the Company collected 97% and 96% of contractual base rents and monthly tenant reimbursements, respectively. Through June 30, 2021, the Company deferred approximately $3.5 million and waived approximately $2.4 million of rental income, respectively. As of June 30, 2021, the weighted average payback period for the remaining deferred rent receivable is approximately 10 months, beginning at various times from July 2020 through June 2021.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2021

 

 

December 31, 2020

 

 

 

Series B

 

 

Series C

 

 

Series B

 

 

Series C

 

 

 

Preferred Stock

 

 

Preferred Stock

 

 

Preferred Stock

 

 

Preferred Stock

 

Shares authorized

 

 

1,450,000

 

 

 

6,450,000

 

 

 

1,450,000

 

 

 

6,450,000

 

Shares issued and outstanding

 

 

1,450,000

 

 

 

5,000,000

 

 

 

1,450,000

 

 

 

5,000,000

 

Balance

 

$

34,767,000

 

 

$

124,774,000

 

 

$

34,767,000

 

 

 

124,774,000

 

 

Common Stock

 

On November 25, 2020, the Company effected a 1-for-6.6 reverse stock split of the issued and outstanding shares of common stock. Each 6.6 shares of the Company’s issued and outstanding common stock were combined into one share of the Company’s common stock. The number of authorized shares and the par value of the common stock were not changed. In addition, the Company amended the Limited Partnership Agreement of our Operating Partnership to effect a corresponding reverse split of the partnership

18


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

interests of the Operating Partnership. In accordance with GAAP, all shares of common stock, restricted stock units, OP Units and per share/unit information that are presented in this Form 10-Q were adjusted to reflect the reverse split on a retroactive basis for all periods presented. 

 

Dividends

The following table provides a summary of dividends declared and paid per share:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Common stock

 

$

0.066

 

 

$

0.066

 

 

$

0.132

 

 

$

0.396

 

7.25% Series B Preferred Stock

 

$

0.453

 

 

$

0.453

 

 

$

0.906

 

 

$

0.906

 

6.50% Series C Preferred Stock

 

$

0.406

 

 

$

0.406

 

 

$

0.813

 

 

$

0.813

 

 

On July 15, 2021, the Company’s Board of Directors declared a dividend of $0.066 per share with respect to its common stock. At the same time, the Board 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 August 20, 2021 to shareholders of record on August 10, 2021.

 

Note 8. Revenues

Rental revenues for the three and six months ended June 30, 2021 and 2020, respectively, comprise the following:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Base rents

 

$

23,574,000

 

 

$

22,781,000

 

 

$

47,591,000

 

 

$

48,543,000

 

Expense recoveries

 

 

7,452,000

 

 

 

6,328,000

 

 

 

15,800,000

 

 

 

14,883,000

 

Percentage rent

 

 

362,000

 

 

 

33,000

 

 

 

927,000

 

 

 

329,000

 

Straight-line rents

 

 

229,000

 

 

 

(988,000

)

 

 

359,000

 

 

 

(945,000

)

Amortization of intangible lease liabilities, net

 

 

263,000

 

 

 

307,000

 

 

 

539,000

 

 

 

766,000

 

Total rents

 

$

31,880,000

 

 

$

28,461,000

 

 

$

65,216,000

 

 

$

63,576,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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. During 2021 and 2020, the Company’s assessment has specifically included the impact of the COVID-19 pandemic, which represents a material risk to collectability. 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. During 2021 and 2020, the Company identified various tenants where collection was no longer considered probable. The determination to record revenue on a cash basis and write off any outstanding straight-line receivable from these various tenants reduced net income $0 and $0.1 million  for the three and six months ended June 30, 2021, respectively. In addition, during the three and six months ended June 30, 2021, respectively, $0.5 million and $0.9 million  of billed charges, consisting of rent and tenant reimbursements, were unpaid, and based on the Company’s determination to record revenue on a cash basis for these tenants, these amounts were not recorded as revenue.

19


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

Note 9. Share-Based Compensation

The following tables set forth certain share-based compensation information for the three and six months ended June 30, 2021 and 2020, respectively:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Expense relating to share/unit grants

 

$

1,092,000

 

 

$

1,031,000

 

 

$

2,021,000

 

 

$

2,108,000

 

Amounts capitalized

 

 

(46,000

)

 

 

(59,000

)

 

 

(95,000

)

 

 

(122,000

)

Total charged to operations

 

$

1,046,000

 

 

$

972,000

 

 

$

1,926,000

 

 

$

1,986,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

grant date value

 

 

 

 

 

 

 

 

 

Unvested shares/units, December 31, 2020

 

 

642,000

 

 

$

25.86

 

 

 

 

 

 

 

 

 

Restricted share grants

 

 

119,000

 

 

 

10.58

 

 

 

 

 

 

 

 

 

Vested during period

 

 

(95,000

)

 

 

34.11

 

 

 

 

 

 

 

 

 

Forfeitures/cancellations

 

 

(7,000

)

 

 

16.63

 

 

 

 

 

 

 

 

 

Unvested shares/units, March 31, 2021

 

 

659,000

 

 

$

22.01

 

 

 

 

 

 

 

 

 

 

 On June 15, 2018, the Company’s President and CEO was granted a market performance-based equity award of 227,272 restricted stock units (“RSUs”) and 227,272 dividend equivalent rights (“DERs”) of the Company. Each RSU represents a contingent right to receive one common share if certain market performance criteria are achieved. Each DER accrues and will be deemed to be reinvested into the Company’s common stock for which payment will only be made for the portion of the market performance-based equity award that are earned and vest. During the three years ending June 15, 2021 (the “Interim Performance Period”), a maximum of 113,636 shares could be earned. Any portion of the market performance based equity award that was not earned as of the end of the Interim Performance Period will be carried forward for calculation for the five years ending June 15, 2023 (the “Full Performance Period”). The percentage of the market performance-based equity award to be earned will be determined based on the Company’s annual return on an investment in the Company’s common stock (“TSR”) over the Interim Performance Period and/or over the Full Performance Period as follows: if average annual TSR (1) is below 4%, the percentage of grant earned would be 0%, (2) equals 4%, the percentage of grant earned would be 33.3%, (3) equals 6.5%, the percentage of grant earned would be 66.7%, and (4) equals 10% or above, the percentage of grant earned would be 100%. Linear interpolation shall be applied to determine the percentage of the market performance-based equity award that is earned where the average annual TSR over the performance period falls between the percentages set forth above.  Based on market performance for the Interim Performance Period, it was determined the Company’s President and CEO earned 113,636 shares. Accordingly, on July 20, 2021, the Company issued 113,636 common shares to the CEO and paid him $0.3 million for the related DERs.  

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 and six months ended June 30, 2021 and 2020, the Company had 0.5 million and 0.5 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 and six months ended June  30, 2021 and 2020:

 

20


Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

June 30, 2021

(unaudited)

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

51,464,000

 

 

$

(6,009,000

)

 

$

52,717,000

 

 

$

(8,107,000

)

Preferred stock dividends

 

 

(2,688,000

)

 

 

(2,688,000

)

 

 

(5,376,000

)

 

 

(5,376,000

)

Net (income) attributable to noncontrolling interests

 

 

(409,000

)

 

 

(88,000

)

 

 

(550,000

)

 

 

(236,000

)

Net earnings allocated to unvested shares

 

 

(1,878,000

)

 

 

(28,000

)

 

 

(1,850,000

)

 

 

(182,000

)

Net (loss) attributable to vested common shares

 

$

46,489,000

 

 

$

(8,813,000

)

 

$

44,941,000

 

 

$

(13,901,000

)

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of vested common shares outstanding, basic and diluted

 

 

13,197,000

 

 

 

13,107,000

 

 

 

13,171,000

 

 

 

13,097,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per common share attributable to common shareholders, basic and diluted

 

$

3.52

 

 

$

(0.67

)

 

$

3.41

 

 

$

(1.06

)

 

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 and six months ended June 30, 2021 and June 30, 2020, 0 restricted stock units (“RSU’s”) would have been issuable under the Company’s President and CEO market performance-based equity award had the measurement period ended on June 30, 2021 and June 30, 2020, therefore this market performance-based equity award had no impact in calculation diluted EPS. Net income/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 included. The weighted average number of OP Units outstanding were 81,000 for the three months ended June 30, 2021 and 2020. The weighted average number of OP Units outstanding were 81,000 for the six months ended June 30, 2021 and June 30, 2020.

 

Note 11. Subsequent Events

In determining subsequent events, management reviewed all activity from July 1, 2021 through the date of filing this Quarterly Report on Form 10-Q. Other than those events disclosed in this report, there were no other events or transactions that occurred that would require adjustment to, or disclosure in, the Company’s consolidated financial statements.

 

 

 

21


 

 

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

The following discussion should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included elsewhere in this report.

Executive Summary

The Company is a fully-integrated real estate investment trust that focuses primarily on ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. At June 30, 2021, the Company owned and managed a portfolio of 53 operating properties (excluding properties “held for sale”) totaling 7.6 million square feet of gross leasable area (“GLA”). The portfolio was 88.7% leased and 87.6% occupied at June 30, 2021.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to leases. The Company’s operating results therefore depend on the ability of its tenants to make the payments required by the terms of their leases. The Company focuses its investment activities on grocery-anchored shopping centers. The Company believes that, because of the need of consumers to purchase food and other staple goods and services generally available at such centers, its type of “necessities-based” properties should provide relatively stable revenue flows even during difficult economic times.

Significant Circumstances and Transactions

COVID-19 Pandemic

 

As a result of COVID-19, the Company has received numerous rent relief requests, most often in the form of rent deferrals. The Company has entered into lease modifications that deferred approximately $3.5 million and waived approximately $2.4 million of rental income through June 30, 2021, respectively. As of June 30, 2021, the weighted average payback period for remaining deferred rent receivable is approximately 10 months, beginning at various times from July 2020 through June 2021. The Company has collected approximately 97% and 96% of contractual base rents and monthly tenant reimbursements for the quarters ended June 30, 2021 and March 31, 2021, respectively.

 

Real Estate

 

On May 5, 2021, the Company formed a joint venture with Goldman Sachs Urban Investment Group and Asland Capital Partners (the “Joint Venture”) for the construction of an approximately 258,000 square foot six-story commercial building in Washington D.C. consisting of approximately 240,000 square feet of office space which is 100% leased to the Washington, D.C., Department of General Services (“DGS”) for its headquarters and approximately 18,000 square feet of street-level retail. The term of the lease with DGS is for 20 years and 10 months, to commence upon substantial completion and delivery to the DGS. This building is planned as the first phase of Northeast Heights, a redevelopment of two existing shopping centers, East River Park and Senator Square, into a mixed-use residential, office and retail property. Further, the Joint Venture has secured construction financing from JP Morgan not to exceed $105 million. The construction loan initially bears interest at LIBOR plus 200 basis points and has an initial term of three years with two, one-year extension options subject to customary conditions. The Company will have a 10% interest in the joint venture and be a co-general partner along with Asland Capital Partners. The Company has contributed approximately $2.5 million of capital to the Joint Venture as of June 30, 2021. The Company has sold approximately $8.0 million of development costs to the Joint Venture as of June 30, 2021.

 

The Joint Venture currently estimates that the space will be delivered during the end of the fourth quarter 2022. Upon completion of the building, the District will be obligated to pay initial annual net rent of approximately $5.4 million per year, subject to a 2.5% annual escalator on each anniversary of rent commencement, plus certain operating costs, property taxes and amortization of tenant improvements together totaling approximately an additional $8.1 million per year, for an aggregate total annual rent of approximately $13.5 million. The Lease provides for a free rent period of 10 months immediately following rent commencement. The Lease also provides the District with a tenant credit of approximately $6.8 million to be applied, at the District’s election, against either annual rent or any other tenant payment obligations including tenant improvement costs, in excess of the tenant improvement allowance. Pursuant to the Lease, the Joint Venture will contribute up to $155 per rentable square foot toward the cost of tenant improvements, to be amortized over 240 months. In addition, the Lease provides that the Joint Venture will contribute $9.38 per rentable square foot in additional tenant improvement allowance between the 10th and 12th Lease years, upon the District’s timely election. The obligations of the District under the Lease are subject to annual budget appropriation.

 

 

 

22


 

 

As of June 30, 2021, Carll’s Corner, located in Bridgeton, New Jersey, has been classified as “real estate held for sale” on the accompanying consolidated balance sheet.

The following table shows the property dispositions during the six months ended June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on Sale/

 

 

 

 

 

 

 

 

 

Date

 

Sales

 

 

Reversal of

 

Dispositions

 

Location

 

GLA

 

 

Sold

 

Price

 

 

Impairment

 

Kempsville Crossing (land parcel)

 

Virginia Beach, VA

 

 

-

 

 

2/24/2021

 

$

1,300,000

 

 

$

1,047,000

 

The Commons

 

Dubois, PA

 

 

203,309

 

 

5/5/2021

 

 

9,761,000

 

 

 

1,849,000

 

Camp Hill Shopping Center

 

Camp Hill, PA

 

 

430,198

 

 

6/21/2021

 

 

89,662,500

 

 

 

48,857,000

 

 

 

 

 

 

633,507

 

 

 

 

$

100,723,500

 

 

$

51,753,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The gains on sale and the reversal of impairment are included in operating income in the accompanying consolidated statement of operations

Unsecured Revolving Credit Facility and Term Loans

 

On August 4, 2020, the Company amended its existing $300 million unsecured credit facility and term loans. After such amendments, the Company’s financial ratios and borrowing base are now all computed using trailing four quarters as opposed to the current quarter annualized and interest rate swaps that are a hedge of existing debt are now excluded from the definition of debt.

 

On October 27, 2020, the Company utilized its revolving credit facility to repay the $75.0 million term loan which was set to mature in February 2021. The revolving credit facility matures in September 2021, and may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions.

 

On May 5, 2021, the Company closed a non-recourse mortgage for $114.0 million. The mortgage matures June 1, 2031, bears interest at a fixed-rate of 3.49% and requires payment of interest only for the first five years followed by payments of principal and interest based on thirty-year amortization for the remainder of the term. The loan is secured by five shopping centers consisting of Lawndale Plaza, The Shops at Suffolk Downs, Christina Crossing, Trexlertown Plaza, and The Point.  These properties had no pre-existing debt and the proceeds from this new loan were used to reduce amounts outstanding under the Company’s revolving credit facility.

 

Common Stock

 

On November 25, 2020, the Company effected a 1-for-6.6 reverse stock split of the issued and outstanding shares of common stock. Each 6.6 shares of the Company’s issued and outstanding common stock were combined into one share of the Company’s common stock. The number of authorized shares and the par value of the common stock were not changed. In addition, the Company amended the Limited Partnership Agreement of our Operating Partnership to effect a corresponding reverse split of the partnership interests of the Operating Partnership. In accordance with GAAP, all shares of common stock, restricted stock units, OP Units and per share/unit information that are presented in this Form 10-Q were adjusted to reflect the reverse split on a retroactive basis for all periods presented.

Critical Accounting Policies

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition and the allowance for doubtful accounts receivable, real estate investments and purchase accounting allocations related thereto, asset impairments, and derivatives used to hedge interest-rate risks. Management’s estimates are based both on information that is currently available and on various other assumptions management believes to be reasonable under the circumstances. Actual results could differ from those estimates and those estimates could be different under varying assumptions or conditions.

The Company believes there have been no material changes to the items disclosed as its critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.  See Note 2 – “Summary of Significant Accounting Policies” for recently-adopted accounting pronouncements.

23


 

Results of Operations

Comparison of three months ended June 30, 2021 to June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

2021

 

 

2020

 

 

Dollars

 

 

Percent

 

Revenues

 

$

32,220,000

 

 

$

28,620,000

 

 

$

3,600,000

 

 

12.6%

 

Property operating expenses

 

 

(11,347,000

)

 

 

(10,486,000

)

 

 

(861,000

)

 

8.2%

 

Property operating income

 

 

20,873,000

 

 

 

18,134,000

 

 

 

2,739,000

 

 

 

 

 

General and administrative

 

 

(4,873,000

)

 

 

(3,906,000

)

 

 

(967,000

)

 

24.8%

 

Depreciation and amortization

 

 

(10,257,000

)

 

 

(14,426,000

)

 

 

4,169,000

 

 

-28.9%

 

Gain on sales

 

 

48,857,000

 

 

 

 

 

 

48,857,000

 

 

n/a

 

Impairment reversal (charges)

 

 

1,849,000

 

 

 

(133,000

)

 

 

1,982,000

 

 

n/a

 

Interest expense

 

 

(4,985,000

)

 

 

(5,678,000

)

 

 

693,000

 

 

-12.2%

 

Net  income (loss)

 

 

51,464,000

 

 

 

(6,009,000

)

 

 

57,473,000

 

 

 

 

 

Net (income) attributable to noncontrolling interests

 

 

(409,000

)

 

 

(88,000

)

 

 

(321,000

)

 

 

 

 

Net  income (loss) attributable to Cedar Realty Trust, Inc.

 

$

51,055,000

 

 

$

(6,097,000

)

 

$

57,152,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues were higher as a result of (1) an increase of $3.2 million in rental revenues and expense recoveries attributable to same-center properties, (2) an increase of $0.7 million in rental revenues and expense recoveries attributable to redevelopment properties, which is partially off-set by (3) a decrease of $0.4 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2021 and 2020.

 

Property operating expenses were higher as a result of (1) an increase of $1.0 million in property operating expenses attributable to same center properties, (2) an increase of $0.3 million in property operating expenses attributable to redevelopment properties which is partially off-set by (3) a decrease of $0.4 million in property operating expenses attributable to properties sold or held for sale during 2021 and 2020.

General and administrative costs were higher primarily as a result of (1) an increase of $0.3 million related to corporate governance and proxy matters, (2) an increase of $0.2 million related to legal expense, (3) an increase of $0.2 million of accelerated amortization of stock compensation related to the retirement of two board members and (4) an increase of $0.2 million related to payroll and payroll related expenses.

Depreciation and amortization expenses were lower as a result of (1) a decrease of $4.6 million attributable to same center properties, (2) a decrease of $0.5 million attributable to properties that were sold or held for sale in 2021 and 2020, which is partially off-set by (3) an increase of $0.9 million attributable to redevelopment properties.

Gain on sales in 2021 relates to the sale of Camp Hill Shopping Center, located Camp Hill, Pennsylvania.

Impairment reversal (charges) in 2021 relates to the sale of The Commons, located in Dubois, Pennsylvania. The impairment charges in 2020 relates to Metro Square, located in Owings Mill, Maryland and The Commons located in Dubois, Pennsylvania.

Interest expense was lower as a result of (1) a decrease in the overall weighted average principal balance which resulted in a decrease in interest expense of $1.1 million, (2) an increase in capitalized interest of $0.1 million, which is partially off-set by (3) an increase in the overall weighted average interest rate which resulted in an increase in interest expense of $0.4 million and (4) an increase in the amortization of financing costs of $0.1 million.

 

 

 

 

 

 

 

 

 

 

24


 

 

Comparison of six months ended June 30, 2021 to June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

2021

 

 

2020

 

 

Dollars

 

 

Percent

 

Revenues

 

$

65,771,000

 

 

$

71,105,000

 

 

$

(5,334,000

)

 

-7.5%

 

Property operating expenses

 

 

(24,247,000

)

 

 

(23,329,000

)

 

 

(918,000

)

 

3.9%

 

Property operating income

 

 

41,524,000

 

 

 

47,776,000

 

 

 

(6,252,000

)

 

 

 

 

General and administrative

 

 

(9,401,000

)

 

 

(8,908,000

)

 

 

(493,000

)

 

5.5%

 

Depreciation and amortization

 

 

(21,468,000

)

 

 

(28,173,000

)

 

 

6,705,000

 

 

-23.8%

 

Gain on sales

 

 

49,904,000

 

 

 

 

 

 

49,904,000

 

 

n/a

 

Impairment reversal (charges)

 

 

1,849,000

 

 

 

(7,607,000

)

 

 

9,456,000

 

 

n/a

 

Interest expense

 

 

(9,691,000

)

 

 

(11,195,000

)

 

 

1,504,000

 

 

-13.4%

 

Net income  (loss)

 

 

52,717,000

 

 

 

(8,107,000

)

 

 

60,824,000

 

 

 

 

 

Net (income) attributable to noncontrolling interests

 

 

(550,000

)

 

 

(236,000

)

 

 

(314,000

)

 

 

 

 

Net income (loss) attributable to Cedar Realty Trust, Inc.

 

$

52,167,000

 

 

$

(8,343,000

)

 

$

60,510,000

 

 

 

 

 

 

Revenues were lower as a result of (1) $7.1 million relating to a dark anchor tenant terminating its lease prior to the contractual expiration in 2020 at Metro Square, (2) a decrease of $0.9 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2021 and 2020, which is partially off-set by (3) an increase of $1.2 million in rental revenues and expense recoveries attributable to same-center properties and (4) an increase of $1.3 million in rental revenues and expense recoveries attributable to redevelopment properties.

 

Property operating expenses were higher as a result of (1) an increase of $0.9 million in property operating expenses attributable to redevelopment properties, (2) an increase of $0.6 million in property operating expenses attributable to same center properties, which is partially off-set by (3) a decrease of $0.5 million in property operating expenses attributable to properties sold or held for sale during 2021 and 2020.

General and administrative costs were higher primarily as a result of (1) an increase of $0.5 million related to corporate governance and proxy matters, (2) an increase of $0.3 million related to legal expense, (3) an increase of $0.2 million of accelerated amortization of stock compensation related to the retirement of two board members,  which is partially off-set by (4) a decrease of $0.2 million in accounting and professional fees and (5) a decrease of $0.3 million in payroll and payroll overhead expenses.

Depreciation and amortization expenses were lower as a result of (1) a decrease of $4.9 million attributable to same center properties, (2) a decrease of $0.3 million attributable to redevelopment properties and (3) a decrease of $1.4 million attributable to properties that were sold or held for sale in 2021 and 2020.

Gain on sales in 2021 relates to the sale of an outparcel building at Kempsville Crossing, located in Virginia Beach, Virginia and Camp Hill Shopping Center, located in Camp Hill, Pennsylvania.

Impairment reversal (charges) in in 2021 relates to the sale of The Commons, located in Dubois, Pennsylvania. The impairment charges in 2020 relates to Metro Square, located in Owings Mill, Maryland and The Commons, located in Dubois, Pennsylvania

Interest expense was lower as a result of a decrease in the overall weighted average principal balance which resulted in a decrease in interest expense of $1.5 million.

 

Same-Property Net Operating Income

Same-property net operating income (“same-property NOI”) is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is 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. 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.

25


 

The most directly comparable GAAP financial measure is consolidated operating income. 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. Further, same-property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company’s peers, and thus may not provide an adequate basis for comparison among REITs.

The following table reconciles same-property NOI to the Company’s consolidated operating income:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating income (loss)

 

$

56,449,000

 

 

$

(331,000

)

 

$

62,408,000

 

 

$

3,088,000

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

4,873,000

 

 

 

3,906,000

 

 

 

9,401,000

 

 

 

8,908,000

 

Gain on sales

 

 

(48,857,000

)

 

 

 

 

 

(49,904,000

)

 

 

 

Impairment (reversal) charges

 

 

(1,849,000

)

 

 

133,000

 

 

 

(1,849,000

)

 

 

7,607,000

 

Depreciation and amortization

 

 

10,257,000

 

 

 

14,426,000

 

 

 

21,468,000

 

 

 

28,173,000

 

Straight-line rents

 

 

(229,000

)

 

 

988,000

 

 

 

(359,000

)

 

 

945,000

 

Amortization of intangible lease liabilities

 

 

(263,000

)

 

 

(307,000

)

 

 

(539,000

)

 

 

(766,000

)

Other adjustments

 

 

14,000

 

 

 

(59,000

)

 

 

(15,000

)

 

 

12,000

 

NOI related to properties not defined as same-property

 

 

(3,605,000

)

 

 

(3,245,000

)

 

 

(7,209,000

)

 

 

(14,820,000

)

Same-property NOI

 

$

16,790,000

 

 

$

15,511,000

 

 

$

33,402,000

 

 

$

33,147,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of same properties

 

 

45

 

 

 

45

 

 

 

45

 

 

 

45

 

Same-property occupancy, end of period

 

 

90.1

%

 

 

90.7

%

 

 

90.1

%

 

 

90.7

%

Same-property leased, end of period

 

 

90.9

%

 

 

92.1

%

 

 

90.9

%

 

 

92.1

%

Same-property average base rent, end of period

 

$

13.55

 

 

$

13.73

 

 

$

13.55

 

 

$

13.73

 

 

Same-property NOI for the comparable three and six month periods increased 8.2% and 0.8%, respectively, as a result of the negative impact of the COVID-19 pandemic which reduced rental revenues for prior year same-property portfolio.

 

Leasing Activity

The following is a summary of the Company’s retail leasing activity during the six months ended June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tenant

 

 

 

 

 

 

 

 

 

 

 

 

New rent

 

 

Prior rent

 

 

Cash basis

 

 

improvements

 

 

 

 

Leases

 

 

 

 

 

 

per

 

 

per

 

 

%

 

 

per

 

 

 

 

signed

 

 

GLA

 

 

sq.ft. ($)

 

 

sq.ft. ($)

 

 

change

 

 

sq.ft. ($)

 

 

Renewals

 

 

44

 

 

 

297,300

 

 

 

14.55

 

 

 

14.37

 

 

 

1.2

%

 

 

2.08

 

 

New Leases - Comparable

 

 

19

 

 

 

79,600

 

 

 

18.45

 

 

 

20.08

 

 

 

-8.1

%

 

 

31.49

 

(a)

New Leases - Non-Comparable (b)

 

 

8

 

 

 

100,400

 

 

 

17.18

 

 

n/a

 

 

n/a

 

 

 

69.59

 

(a)

Total (c)

 

 

71

 

 

 

477,300

 

 

 

15.75

 

 

n/a

 

 

n/a

 

 

 

21.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Includes both tenant allowance and landlord work. Excludes first generation space.

 

(b)

Includes leases signed at first generation and expansion spaces.

 

(c)

Legal fees and leasing commissions averaged a combined total of $2.10 per square foot.

Liquidity and Capital Resources

The Company funds operating expenses and other short-term liquidity requirements, including debt service, tenant improvements, leasing commissions, preferred and common dividend distributions and distributions to minority interest partners, if made, primarily from its operations. The Company may also use its revolving credit facility for these purposes. The Company expects to fund long-term liquidity requirements for property acquisitions, redevelopment costs, capital improvements, and maturing debt initially with its revolving credit facility, and ultimately through a combination of issuing and/or assuming additional debt, the sale of equity securities, the issuance of additional OP Units, and/or the sale of properties. Although the Company believes it has access to secured and unsecured financing, there can be no assurance that the Company will have access to financing for development projects, financing for additional construction projects, or proceeds from refinancing of existing debt.

26


 

Effective April 28, 2020, the average closing price of the Company’s common stock had been less than $1.00 over the prior 30-consecutive trading day period, and as a result, the Company received notice from the NYSE that the Company had until December 31, 2020 to regain compliance with the minimum share price requirement. The threat of delisting and/or a delisting of the Company’s common stock could have adverse effects, such as restricting the Company’s ability to obtain equity financing. On October 27, 2020, to regain compliance with the minimum NYSE share price requirement, the Company’s Board of Directors approved a plan to amend the Company’s articles of incorporation to effect a reverse stock split of the issued and outstanding shares of common stock.

 

On November 25, 2020, the Company effected a 1-for-6.6 reverse stock split of the issued and outstanding shares of common stock. Each 6.6 shares of the Company’s issued and outstanding common stock were combined into one share of the Company’s common stock. The number of authorized shares and the par value of the common stock were not changed. In addition, the Company amended the Limited Partnership Agreement of our Operating Partnership to effect a corresponding reverse split of the partnership interests of the Operating Partnership.

 

On August 4, 2020, the Company amended its existing $300 million unsecured credit facility and term loans. After such amendments, the Company’s financial ratios and borrowing base are now all computed using the trailing four quarters as opposed to the current quarter annualized and interest rate swaps that are a hedge of existing debt are now excluded from the definition of debt. The $300 million unsecured credit facility consists of (1) a $250 million revolving credit facility, and (2) a $50 million term loan. The revolving credit facility may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. Interest on borrowings under the unsecured credit facility and term loans are based on the Company’s leverage ratio.

The Company’s unsecured credit facility and term loans contain financial covenants including, but not limited to, maximum debt leverage, maximum secured debt, minimum fixed charge coverage, and minimum net worth. In addition, the facility contains restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. The Company’s failure to comply with the covenants or the occurrence of an event of default under the facilities could result in the acceleration of the related debt and exercise of other lender remedies. Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income for the trailing twelve months, as defined in the agreements.  As of the date of filing this Quarterly Report on Form 10-Q, the Company had $12.0 million outstanding and $112.1 million available for additional borrowings under its revolving credit facility, and was in compliance with all financial covenants.

 

On May 5, 2021, the Company closed a non-recourse mortgage for $114.0 million. The mortgage matures June 1, 2031, bears interest at a fixed-rate of 3.49% and requires payment of interest only for the first five years followed by payments of principal and interest based on thirty-year amortization for the remainder of the term. The loan is secured by five shopping centers consisting of Lawndale Plaza, The Shops at Suffolk Downs, Christina Crossing, Trexlertown Plaza, and The Point.  These properties had no pre-existing debt and the proceeds from this new loan were used to reduce amounts outstanding under the Company’s revolving credit facility.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27


 

 

Debt and finance lease obligations are composed of the following at June 30, 2021:

 

 

 

 

 

June 30, 2021

 

 

 

 

 

 

 

 

 

Contractual

 

 

 

Maturity

 

Balance

 

 

interest rates

 

Description

 

dates

 

outstanding

 

 

weighted-average

 

Fixed-rate mortgage

 

 

 

 

 

 

 

 

 

 

Franklin Village

 

Jun 2026

 

$

45,113,000

 

 

3.9%

 

Shops at Suffolk Downs (a)

 

June 2031

 

 

15,600,000

 

 

3.5%

 

Trexlertown Plaza (a)

 

June 2031

 

 

36,100,000

 

 

3.5%

 

The Point (a)

 

June 2031

 

 

29,700,000

 

 

3.5%

 

Christina Crossing (a)

 

June 2031

 

 

17,000,000

 

 

3.5%

 

Lawndale Plaza (a)

 

June 2031

 

 

15,600,000

 

 

3.5%

 

Senator Square finance lease obligation

 

Sep 2050

 

 

5,615,000

 

 

5.3%

 

 

 

 

 

 

164,728,000

 

 

3.6%

 

Unsecured credit facilities (b):

 

 

 

 

 

 

 

 

 

 

Variable-rate:

 

 

 

 

 

 

 

 

 

 

Revolving credit facility  (c)

 

Sep 2021

 

 

12,000,000

 

 

1.7%

 

Term loan

 

Sep 2022

 

 

50,000,000

 

 

1.8%

 

Fixed-rate (d):

 

 

 

 

 

 

 

 

 

 

Term loan

 

Sep 2022

 

 

50,000,000

 

 

3.5%

 

Term loan

 

Apr 2023

 

 

100,000,000

 

 

3.5%

 

Term loan

 

Sep 2024

 

 

75,000,000

 

 

3.9%

 

Term loan

 

Jul 2025

 

 

75,000,000

 

 

4.8%

 

 

 

 

 

 

526,728,000

 

 

3.6%

 

Unamortized issuance costs

 

 

 

 

(3,208,000

)

 

 

 

 

 

 

 

 

$

523,520,000

 

 

 

 

 

 

 

(a)

The mortgages for these properties are cross-collateralized.

 

(b)

During the third quarter of 2021, the weighted average interest rate for the Company’s unsecured credit facilities will decrease 15 basis points (“bps”) as a result of a decrease in the Company’s leverage ratio.

 

(c)

The revolving credit facility is subject to a one-year extension 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.   

The Company is currently exploring secured and unsecured refinancing options with various lenders. The following table details the Company’s debt and finance lease obligation maturities at June 30, 2021:

 

 

 

Mortgage Loan

 

 

Finance Lease

 

 

Revolving

 

 

Term

 

 

 

 

 

Year

 

Payable

 

 

Obligation

 

 

Credit Facility

 

 

Loans

 

 

Total

 

2021

 

$

542,000

 

 

$

19,000

 

 

 

12,000,000

 

(c)

$

-

 

 

$

12,561,000

 

2022

 

 

1,116,000

 

 

 

37,000

 

 

 

-

 

 

 

100,000,000

 

 

 

101,153,000

 

2023

 

 

1,160,000

 

 

 

39,000

 

 

 

-

 

 

 

100,000,000

 

 

 

101,199,000

 

2024

 

 

1,206,000

 

 

 

41,000

 

 

 

-

 

 

 

75,000,000

 

 

 

76,247,000

 

2025

 

 

1,253,000

 

 

 

44,000

 

 

 

-

 

 

 

75,000,000

 

 

 

76,297,000

 

Thereafter

 

 

153,836,000

 

 

 

5,435,000

 

 

 

-

 

 

 

-

 

 

 

159,271,000

 

 

 

$

159,113,000

 

 

$

5,615,000

 

 

$

12,000,000

 

 

$

350,000,000

 

 

$

526,728,000

 

 

 

(a)

The revolving credit facility is subject to a one-year extension at the Company’s option.

Mortgage loans payable may require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established, and is not available to fund other property-level or Company-level obligations.

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its “REIT taxable income”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The Company paid common and preferred stock dividends during 2020, and has continued to declare and pay common and preferred stock dividends during 2021. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. Additionally, the Board of Directors may reduce, as it did with the May 2020 common stock dividend of $0.01 per common share, or

28


 

suspend payment of dividends to retain cash and reduce debt obligations and/or to fund redevelopments and other capital needs. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements.

Net Cash Flows

 

 

 

For the six months ended June 30,

 

 

 

2021

 

 

2020

 

Cash flows provided by (used in):

 

 

 

 

 

 

 

 

Operating activities

 

$

24,804,000

 

 

$

24,518,000

 

Investing activities

 

$

88,254,000

 

 

$

(18,644,000

)

Financing activities

 

$

(108,862,000

)

 

$

59,612,000

 

 

Operating Activities

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $24.8 million for the six months ended June 30, 2021 and $31.2 million for the six months ended June 30, 2020. The decrease was primarily a result of the Company accepting a payment of $8.0 million in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration in 2020, which was partially offset by (1) the negative impact of the COVID-19 pandemic in 2020, and (2) property dispositions in 2020.

Investing Activities

 

Net cash flows provided by (used in) investing activities were primarily the result of the Company’s expenditures for property improvements and property disposition activities. During the six months ended June 30, 2021 the Company received $104.5 million in proceeds from the sale of properties, which was partially off-set by $138 million for property improvements and $2.5 million in contributions to an unconsolidated joint venture. During the six months ended June 30, 2020, the Company incurred expenditures of $18.6 million for property improvements.

Financing Activities

 

During the six months ended June 30, 2021, the Company had net payments of $163.0 million under the revolving credit facility, a $50.0 million of term note pay-off, $7.2 million of preferred and common stock distributions, $0.5 million of mortgage repayments, and $1.6 million of debt financing costs, $0.5 million of termination payments related to a swap liability, which were partially offset by net property specific mortgage note payables of $114.0 million. During the six months ended June 30, 2020, the Company had net advances of $70.9 million under the revolving credit facility, which was partially offset by $10.7 million of preferred and common stock distributions, and $0.5 million of mortgage repayments.

Funds From Operations

Funds From Operations (“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 Investment Trusts (“Nareit”). Nareit generally defines FFO as net income (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment write-downs on real estate properties directly attributable to decreases 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 Funds From Operations (“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 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

29


 

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 by comparable to such REITs.

A reconciliation of net income (loss) attributable to common shareholders to FFO and Operating FFO for the three and six months ended June 30, 2021 and 2020 is as follows:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net income (loss) attributable to common shareholders

 

$

48,367,000

 

 

$

(8,785,000

)

 

$

46,791,000

 

 

$

(13,719,000

)

Real estate depreciation and amortization

 

 

10,227,000

 

 

 

14,400,000

 

 

 

21,420,000

 

 

 

28,105,000

 

Limited partners' interest

 

 

287,000

 

 

 

(52,000

)

 

 

278,000

 

 

 

(80,000

)

Gain on sales

 

 

(48,857,000

)

 

 

 

 

 

(49,904,000

)

 

 

 

Impairment (reversal) charges

 

 

(1,849,000

)

 

 

133,000

 

 

 

(1,849,000

)

 

 

7,607,000

 

Consolidated minority interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share of income

 

 

122,000

 

 

 

140,000

 

 

 

272,000

 

 

 

316,000

 

Share of FFO

 

 

(88,000

)

 

 

(118,000

)

 

 

(201,000

)

 

 

(261,000

)

FFO applicable to diluted common shares

 

 

8,209,000

 

 

 

5,718,000

 

 

 

16,807,000

 

 

 

21,968,000

 

Redevelopment costs (a)

 

 

230,000

 

 

 

 

 

 

230,000

 

 

 

483,000

 

Financing costs (b)

 

 

44,000

 

 

 

 

 

 

44,000

 

 

 

 

Operating FFO applicable to diluted common shares

 

$

8,483,000

 

 

$

5,718,000

 

 

$

17,081,000

 

 

$

22,451,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO per diluted common share

 

$

0.59

 

 

$

0.41

 

 

$

1.21

 

 

$

1.59

 

Operating FFO per diluted common share

 

$

0.61

 

 

$

0.41

 

 

$

1.23

 

 

$

1.62

 

Weighted average number of diluted common shares (c):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares and equivalents

 

 

13,855,000

 

 

 

13,762,000

 

 

 

13,845,000

 

 

 

13,757,000

 

OP Units

 

 

81,000

 

 

 

81,000

 

 

 

81,000

 

 

 

81,000

 

 

 

 

13,936,000

 

 

 

13,843,000

 

 

 

13,926,000

 

 

 

13,838,000

 

 

 

(a)

Includes redevelopment project costs expensed pursuant to GAAP such as certain demolition and lease termination costs.

(b)  Represents acceleration of amortization of financing costs related to term note paid-off prior to maturity.

 

(c)

The weighted average number of diluted common shares used to compute FFO and Operating FFO applicable to diluted common shares includes OP Units and unvested restricted shares/units that are excluded from the computation of diluted EPS.

 

Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the Company’s results of operations. There have been mixed indications of an increase in inflation in the U.S. economy.  If inflation rates increase, substantially all of the Company’s tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes and many of the operating expenses it incurs. Significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company’s business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

One of the principal market risks facing the Company is the risk of interest rate changes, primarily through its variable-rate revolving credit facility and term loans. The Company’s objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower its overall borrowing costs. To achieve these objectives, the Company may borrow at either fixed rates or at variable rates and enter into derivative financial instruments, such as interest rate swaps, to mitigate its interest rate risk. The Company does not enter into derivative or interest rate transactions for speculative purposes. The Company is not directly subject to foreign currency risk.

30


 

The Company has entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for certain unsecured term loans. At June 30, 2021, the Company had $13.2 million included in accounts payable and accrued liabilities on the consolidated balance sheet relating to the fair value of the interest rate swaps applicable to certain unsecured term loans.

 

At June 30, 2021, long-term debt consisted of a fixed-rate mortgage loan payable, a finance lease obligation, unsecured term loans, and the Company’s unsecured variable-rate credit facility. Excluding unamortized premiums and debt issuance costs, the average interest rate on the $464.7 million of fixed-rate debt outstanding was 3.8%, with maturities at various dates through 2050. The average interest rate on the $62.0 million of variable-rate debt outstanding, which consists of the unsecured revolving credit facility and a term loan, was 1.8%. With respect to the $62.0 million of variable-rate debt, if contractual interest rates either increase or decrease by 100 bps, the Company’s interest cost would increase or decrease respectively by approximately $0.6 million per annum.

With respect to the Company’s fixed rate mortgage notes and unsecured term loans, changes in interest rates generally do not affect the Company’s interest expense as these notes are at fixed rates for extended terms. Because the Company presently intends to hold its existing fixed-rate debt either to maturity or until the sale of the associated property, these fixed-rate notes pose an interest rate risk to the Company’s results of operations and its working capital position only upon the refinancing of that indebtedness. The Company’s possible risk is from increases in long-term interest rates that may occur as this may increase the cost of refinancing maturing fixed-rate debt. In addition, the Company may incur prepayment penalties or defeasance costs when prepaying or defeasing debt.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), designed to ensure that information required to be disclosed in its filings under the Exchange Act is reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission (“SEC”). In this regard, the Company has formed a Disclosure Committee currently comprising several of the Company’s executive officers as well as certain other employees with knowledge of information that may be considered in the SEC reporting process. The Disclosure Committee has responsibility for the development and assessment of the financial and non-financial information to be included in the reports filed with the SEC, and assists the Company’s Chief Executive Officer and Chief Financial Officer in connection with their certifications contained in the Company’s SEC filings. The Disclosure Committee meets regularly and reports to the Audit Committee on a quarterly or more frequent basis. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated its disclosure controls and procedures as of June 30, 2021, and have concluded that such disclosure controls and procedures are effective.

During the three months ended June 30, 2021, there have been no changes in the Company’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


31


 

 

Part IIOther Information

Item 1.

The Company is not presently involved in any litigation, nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries, which is either not covered by the Company’s liability insurance, or, in management’s opinion, would result in a material adverse effect on the Company’s financial position or results of operations.

Item 1A.

Risk Factors

There were no material changes to the Risk Factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable

Item 5.

Other Information

None

Item 6.

Exhibits

 

Exhibit 101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRLtags are embedded within the Inline XBRL document.

 

Exhibit 101.SCH

Inline XBRL Taxonomy Extension Schema Document

 

Exhibit 101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

Exhibit 101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

Exhibit 101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

 

Exhibit 101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

Exhibit 104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

32


 

 

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 thereunto duly authorized.

CEDAR REALTY TRUST, INC.

 

By:

/s/ BRUCE J. SCHANZER

 

By:

/s/ PHILIP R. MAYS

 

Bruce J. Schanzer

 

 

Philip R. Mays

 

President and Chief Executive Officer

(Principal executive officer)

 

 

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

(Principal financial officer)

 

 

 

 

 

 

July 29, 2021

 

 

 

 

 

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