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2023
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Maryland | 42-1241468 | ||||
(State or other jurisdiction of
| (I.R.S. Employer
| ||||
2529 Virginia Beach Blvd. Virginia Beach, Virginia |
| ||||
(Address of principal executive offices) | (Zip Code) |
Registrant’s
(757) 627-9088
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| ||||||||||||
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7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value | CDRpB | New York Stock Exchange |
| ||||||||||||
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value | CDRpC | New York Stock Exchange |
|
Large accelerated filer |
| Accelerated filer |
| |||||||||
Non-accelerated filer |
| Smaller reporting company |
| |||||||||
Emerging growth company |
| o |
o
Based on the closing sales price on June 30, 2021 of $16.84 per share, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $229,494,000.
2024.
PortionsREFERENCE
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CEDAR REALTY TRUST, INC.
TABLE OF CONTENTS
1 and 2. |
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| 4 | |
1A. |
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| 12 | |
1B. |
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| 27 | |
3. |
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| 27 | |
4. |
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| 27 | |
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5. |
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| 27 | |
6. |
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| 28 | |
7. |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 29 |
7A. |
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| 41 | |
8. |
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| 42 | |
9. |
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
| 74 |
9A. |
| Controls and Procedures, including Management Report on Internal Control Over Financial Reporting |
| 74 |
9B. |
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| 77 | |
9C. |
| Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
| 77 |
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10. |
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| 77 | |
11. |
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| 77 | |
12. |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| 77 |
13. |
| Certain Relationships and Related Transactions and Director Independence |
| 77 |
14. |
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| 77 | |
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15. |
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| 78 | |
16. |
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| 81 |
Forward-Looking Statements
Certain statements made in this Annual Report on Form 10-K or incorporated by reference herein are “forward-looking statements” (the "Form 10-K") of Cedar Realty Trust, Inc. (the "Company") contains "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(the "Exchange Act") that are subject to 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’sCompany's future plans, strategies and expectations, are generally identifiable by use of the words “may”"may", “will”"will", “should”"should", “estimates”"estimates", “projects”"projects", “anticipates”"anticipates", “believes”"believes", “expects”"expects", “intends”"intends", “future”"future", and words of similar import, or the negative thereof. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Form 10-K should be read in light of these factors. 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’sCompany's actual results and may be beyond the Company’sCompany's control. New factors emerge from time to time, and it is not possible for the Company’sCompany's management to predict all such factors or to assess the effects of each factor on the Company’sCompany's business. Accordingly, there can be no assurance that the Company’sCompany's current expectations will be realized.
Items 1 and 2.
Cedar Realty Trust, Inc. (the “Company”)
2023.
centers.
On November 25, 2020, the Company effected a 1-for-6.6 reverse stock splitMerger, WHLR acquired all of the issued and outstanding shares of common stock. Each 6.6 shares of the Company's issuedcommon stock, which ceased to be publicly traded on the New York Stock Exchange ("NYSE"). The Company's outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE. In addition, prior to consummation of the Merger, the Company's Board of Directors declared a special dividend on shares of the Company's outstanding common stock were combined into oneand OP Units of $19.52 per share, payable to holders of record of the Company's common stock. The number of authorized sharesstock 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 accounting principles generally accepted in the United States (“GAAP”), all shares of common stock, restricted stock units, OP Units and per share/unit information that are presented in this Form 10-K were adjusted to reflectat the reverse splitclose of business on a retroactive basis for all periods presented.
August 19, 2022.
Real Estate Summary
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| Average |
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| |
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| Year |
|
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|
|
|
| Percent |
|
| base rent per |
|
|
|
| Selected | |||
Property Description |
| acquired |
|
| GLA |
|
| occupied |
|
| leased sq. ft. |
|
| Grocer Anchor |
| Other Anchors | ||||
Connecticut |
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Bethel Shopping Center |
|
| 2013 |
|
|
| 101,105 |
|
|
| 89.1 | % |
| $ | 24.49 |
|
| Big Y |
| Dollar Tree |
Brickyard Plaza |
|
| 2004 |
|
|
| 227,598 |
|
|
| 99.2 | % |
|
| 8.84 |
|
|
|
| Home Depot |
|
|
|
|
|
|
|
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| Kohl's |
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| Michaels |
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|
|
|
|
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|
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|
|
|
|
| PetSmart |
Groton Shopping Center |
|
| 2007 |
|
|
| 130,264 |
|
|
| 100.0 | % |
|
| 12.31 |
|
| Aldi |
| TJ Maxx |
|
|
|
|
|
|
|
|
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|
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|
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|
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| Goodwill |
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|
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| Planet Fitness |
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|
|
|
|
|
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|
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| Dollar Tree |
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|
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|
|
|
|
|
|
|
|
|
|
| Pet Supplies Plus |
Jordan Lane |
|
| 2005 |
|
|
| 174,679 |
|
|
| 92.8 | % |
|
| 11.07 |
|
| Stop & Shop |
| Crunch Fitness |
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
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|
|
| Dollar Tree |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shopper's World |
New London Mall |
|
| 2009 |
|
|
| 259,566 |
|
|
| 88.3 | % |
|
| 12.85 |
|
| Shop Rite |
| Marshalls |
|
|
|
|
|
|
|
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|
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|
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|
|
| Home Goods |
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
| PetSmart |
Oakland Commons |
|
| 2007 |
|
|
| 90,100 |
|
|
| 100.0 | % |
|
| 6.37 |
|
| Walmart |
| Bristol Ten Pin |
Southington Center |
|
| 2003 |
|
|
| 155,842 |
|
|
| 98.5 | % |
|
| 7.96 |
|
| Walmart |
| NAMCO |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Southington Wine & Spirit |
Total Connecticut |
|
|
|
|
|
| 1,139,154 |
|
|
| 94.9 | % |
|
| 11.42 |
|
|
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|
|
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|
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|
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|
Delaware |
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|
|
|
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|
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|
|
Christina Crossing |
|
| 2017 |
|
|
| 119,446 |
|
|
| 93.8 | % |
|
| 19.33 |
|
| Shop Rite |
|
|
|
|
|
|
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|
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Maryland / Washington, D.C. |
|
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|
|
Oakland Mills |
|
| 2005 |
|
|
| 57,008 |
|
|
| 92.6 | % |
|
| 11.57 |
|
| LA Mart |
|
|
Patuxent Crossing (f/k/a San Souci Plaza) (a) |
|
| 2009 |
|
|
| 264,134 |
|
|
| 82.7 | % |
|
| 11.59 |
|
| McKay's Market and Café |
| Marshalls |
|
|
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|
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|
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| Home Goods |
|
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| World Gym |
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| JoAnn Fabrics |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
Shoppes at Arts District |
|
| 2016 |
|
|
| 35,676 |
|
|
| 100.0 | % |
|
| 36.06 |
|
| Yes! Organic Market |
| Busboys and Poets |
Valley Plaza |
|
| 2003 |
|
|
| 190,939 |
|
|
| 27.9 | % |
|
| 10.16 |
|
|
|
| Tractor Supply |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Yorktowne Plaza |
|
| 2007 |
|
|
| 136,197 |
|
|
| 57.7 | % |
|
| 13.49 |
|
| Food Lion |
| Dollar Tree |
Total Maryland / Washington, D.C. |
|
|
|
|
|
| 683,954 |
|
|
| 64.1 | % |
|
| 13.75 |
|
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|
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Massachusetts |
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|
|
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|
|
Fieldstone Marketplace |
| 2005/2012 |
|
|
| 150,123 |
|
|
| 84.3 | % |
|
| 12.05 |
|
| Shaw's |
| Work Out World | |
|
|
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|
|
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|
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| Dollar Tree |
|
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|
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|
|
|
|
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|
|
|
|
|
| Family Dollar |
Franklin Village Plaza |
| 2004/2012 |
|
|
| 305,937 |
|
|
| 90.0 | % |
|
| 20.04 |
|
| Stop & Shop |
| Marshalls | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NRG Labs |
Kings Plaza |
|
| 2007 |
|
|
| 168,243 |
|
|
| 82.2 | % |
|
| 8.69 |
|
|
|
| Fun Z Trampoline Park |
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
| Ocean State Job Lot |
|
|
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|
|
|
|
|
|
| Savers |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar General |
Norwood Shopping Center |
|
| 2006 |
|
|
| 42,308 |
|
|
| 85.9 | % |
|
| 8.84 |
|
| Big Y |
| Planet Fitness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
The Shops at Suffolk Downs |
|
| 2005 |
|
|
| 121,187 |
|
|
| 98.8 | % |
|
| 14.62 |
|
| Stop & Shop |
| Dollar Tree |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Target (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average |
|
|
|
|
| |
|
| Year |
|
|
|
|
|
| Percent |
|
| base rent per |
|
|
|
| Selected | |||
Property Description |
| acquired |
|
| GLA |
|
| occupied |
|
| leased sq. ft. |
|
| Grocer Anchor |
| Other Anchors | ||||
Massachusetts (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timpany Plaza |
|
| 2007 |
|
|
| 182,799 |
|
|
| 66.1 | % |
|
| 9.93 |
|
|
|
| Big Lots |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gardner Theater |
|
|
|
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|
|
|
|
| Tractor Supply |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
Webster Commons |
|
| 2007 |
|
|
| 98,984 |
|
|
| 96.7 | % |
|
| 11.97 |
|
|
|
| Big Lots |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Planet Fitness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CVS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aubuchon Hardware |
Total Massachusetts |
|
|
|
|
|
| 1,069,581 |
|
|
| 85.3 | % |
|
| 13.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pine Grove Plaza |
|
| 2003 |
|
|
| 79,306 |
|
|
| 49.6 | % |
|
| 14.93 |
|
| Acme Markets (c) |
| Dollar Tree |
The Shops at Bloomfield Station |
|
| 2016 |
|
|
| 63,844 |
|
|
| 86.0 | % |
|
| 17.83 |
|
| Super Foodtown |
|
|
Washington Center Shoppes |
|
| 2001 |
|
|
| 157,300 |
|
|
| 93.1 | % |
|
| 11.81 |
|
| Acme Markets |
| Planet Fitness |
Total New Jersey |
|
|
|
|
|
| 300,450 |
|
|
| 80.1 | % |
|
| 13.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carmans Plaza |
|
| 2007 |
|
|
| 182,081 |
|
|
| 77.4 | % |
|
| 22.00 |
|
| Key Food |
| Department of Motor Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Planet Fitness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Popcorn Beauty |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
Pennsylvania |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Academy Plaza |
|
| 2001 |
|
|
| 136,685 |
|
|
| 89.0 | % |
|
| 15.39 |
|
| Acme Markets |
| Rite Aid |
Colonial Commons |
|
| 2011 |
|
|
| 410,432 |
|
|
| 92.0 | % |
|
| 13.72 |
|
| Giant Foods (d) |
| Dick's Sporting Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Home Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ross Dress For Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Marshalls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| JoAnn Fabrics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| David's Furniture |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Old Navy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
Crossroads II (b) |
|
| 2008 |
|
|
| 133,717 |
|
|
| 98.7 | % |
|
| 19.76 |
|
| Giant Foods |
| Dollar Tree |
Fairview Commons |
|
| 2007 |
|
|
| 52,964 |
|
|
| 75.3 | % |
|
| 10.12 |
|
| Grocery Outlet |
| Dollar Tree |
Fishtown Crossing |
|
| 2001 |
|
|
| 131,043 |
|
|
| 88.4 | % |
|
| 18.49 |
|
| IGA Supermarket |
| Pep Boys |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar General |
Girard Plaza |
|
| 2019 |
|
|
| 35,688 |
|
|
| 100.0 | % |
|
| 16.29 |
|
| Save A Lot |
| Dollar General |
Gold Star Plaza |
|
| 2006 |
|
|
| 71,720 |
|
|
| 100.0 | % |
|
| 9.09 |
|
| Redner's |
| Dollar Tree |
Golden Triangle |
|
| 2003 |
|
|
| 202,790 |
|
|
| 98.4 | % |
|
| 12.77 |
|
|
|
| LA Fitness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Marshalls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Staples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Immunotek |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| American Freight |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walgreens |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
Halifax Plaza |
|
| 2003 |
|
|
| 51,510 |
|
|
| 100.0 | % |
|
| 13.69 |
|
| Giant Foods |
| Rite Aid |
Hamburg Square |
|
| 2004 |
|
|
| 102,058 |
|
|
| 100.0 | % |
|
| 6.79 |
|
| Redner's |
| Chesaco RV |
Lawndale Plaza |
|
| 2015 |
|
|
| 92,773 |
|
|
| 100.0 | % |
|
| 18.73 |
|
| Shop Rite |
|
|
Meadows Marketplace |
| 2004/2012 |
|
|
| 91,518 |
|
|
| 89.8 | % |
|
| 15.93 |
|
| Giant Foods |
|
| |
Newport Plaza |
|
| 2003 |
|
|
| 64,489 |
|
|
| 97.0 | % |
|
| 13.17 |
|
| Giant Foods |
| Rite Aid |
Northside Commons |
|
| 2008 |
|
|
| 69,136 |
|
|
| 100.0 | % |
|
| 10.42 |
|
| Redner's |
| Dollar Tree |
Palmyra Shopping Center |
|
| 2005 |
|
|
| 111,051 |
|
|
| 93.7 | % |
|
| 7.84 |
|
| Weis Markets |
| Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average |
|
|
|
|
| |
|
| Year |
|
|
|
|
|
| Percent |
|
| base rent per |
|
|
|
| Selected | |||
Property Description |
| acquired |
|
| GLA |
|
| occupied |
|
| leased sq. ft. |
|
| Grocer Anchor |
| Other Anchors | ||||
Pennsylvania (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quartermaster Plaza |
|
| 2014 |
|
|
| 456,154 |
|
|
| 92.8 | % |
|
| 15.09 |
|
| BJ's Wholesale Club |
| Home Depot |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Planet Fitness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Staples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PetSmart |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walgreens |
South Philadelphia |
|
| 2003 |
|
|
| 191,340 |
|
|
| 76.0 | % |
|
| 12.16 |
|
| Shop Rite |
| Ross Dress for Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LA Fitness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kid City |
Swede Square |
|
| 2003 |
|
|
| 100,809 |
|
|
| 92.6 | % |
|
| 15.73 |
|
| Grocery Outlet |
| LA Fitness |
The Point |
|
| 2000 |
|
|
| 260,625 |
|
|
| 87.8 | % |
|
| 14.99 |
|
| Giant Foods |
| Burlington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Barton's Home Outlet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Staples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
Trexler Mall |
|
| 2005 |
|
|
| 336,687 |
|
|
| 98.2 | % |
|
| 11.04 |
|
|
|
| Kohl's |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Urban Air |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lehigh Wellness Partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maxx Fitness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Marshalls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Home Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Tree |
Trexlertown Plaza |
|
| 2006 |
|
|
| 325,171 |
|
|
| 98.3 | % |
|
| 14.09 |
|
| Giant Foods |
| Hobby Lobby |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Burlington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Big Lots |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tractor Supply |
Total Pennsylvania |
|
|
|
|
|
| 3,428,360 |
|
|
| 93.3 | % |
|
| 13.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coliseum Marketplace |
|
| 2005 |
|
|
| 106,648 |
|
|
| 45.9 | % |
|
| 15.15 |
|
|
|
| Michaels |
Elmhurst Square |
|
| 2006 |
|
|
| 66,254 |
|
|
| 91.1 | % |
|
| 10.23 |
|
| Food Lion |
|
|
General Booth Plaza |
|
| 2005 |
|
|
| 71,639 |
|
|
| 100.0 | % |
|
| 15.37 |
|
| Food Lion |
|
|
Kempsville Crossing |
|
| 2005 |
|
|
| 79,512 |
|
|
| 97.7 | % |
|
| 11.10 |
|
| Walmart |
| The Iron Asylum |
Oak Ridge Shopping Center |
|
| 2006 |
|
|
| 38,700 |
|
|
| 100.0 | % |
|
| 11.09 |
|
| Food Lion |
|
|
Total Virginia |
|
|
|
|
|
| 362,753 |
|
|
| 82.0 | % |
|
| 12.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (91.0% leased at December 31, 2021) |
|
|
| 7,285,779 |
|
|
| 88.2 | % |
| $ | 13.60 |
| (e) |
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant Concentration
|
| Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Annualized |
|
| Percentage |
| |||
|
| of |
|
|
|
|
|
| Percentage |
|
| Annualized |
|
| base rent |
|
| annualized |
| |||||
Tenant |
| stores |
|
| GLA |
|
| of GLA |
|
| base rent |
|
| per sq. ft. |
|
| base rents |
| ||||||
Top twenty-five tenants (a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Giant Foods |
|
| 7 |
|
|
| 445,000 |
|
|
| 6.1 | % |
| $ | 7,403,000 |
|
| $ | 16.64 |
|
|
| 8.5 | % |
Shop Rite |
|
| 4 |
|
|
| 250,000 |
|
|
| 3.4 | % |
|
| 4,092,000 |
|
|
| 16.37 |
|
|
| 4.7 | % |
Stop & Shop |
|
| 3 |
|
|
| 211,000 |
|
|
| 2.9 | % |
|
| 2,938,000 |
|
|
| 13.92 |
|
|
| 3.4 | % |
Dollar Tree |
|
| 21 |
|
|
| 222,000 |
|
|
| 3.0 | % |
|
| 2,327,000 |
|
|
| 10.48 |
|
|
| 2.7 | % |
Home Depot |
|
| 2 |
|
|
| 253,000 |
|
|
| 3.5 | % |
|
| 1,977,000 |
|
|
| 7.81 |
|
|
| 2.3 | % |
BJ's Wholesale Club |
|
| 1 |
|
|
| 118,000 |
|
|
| 1.6 | % |
|
| 1,760,000 |
|
|
| 14.92 |
|
|
| 2.0 | % |
Planet Fitness |
|
| 6 |
|
|
| 119,000 |
|
|
| 1.6 | % |
|
| 1,681,000 |
|
|
| 14.13 |
|
|
| 1.9 | % |
Marshalls |
|
| 6 |
|
|
| 170,000 |
|
|
| 2.3 | % |
|
| 1,576,000 |
|
|
| 9.27 |
|
|
| 1.8 | % |
Food Lion |
|
| 4 |
|
|
| 163,000 |
|
|
| 2.2 | % |
|
| 1,563,000 |
|
|
| 9.59 |
|
|
| 1.8 | % |
Big Y |
|
| 1 |
|
|
| 64,000 |
|
|
| 0.9 | % |
|
| 1,484,000 |
|
|
| 23.19 |
|
|
| 1.7 | % |
LA Fitness |
|
| 3 |
|
|
| 113,000 |
|
|
| 1.6 | % |
|
| 1,361,000 |
|
|
| 12.04 |
|
|
| 1.6 | % |
Walmart |
|
| 3 |
|
|
| 192,000 |
|
|
| 2.6 | % |
|
| 1,193,000 |
|
|
| 6.21 |
|
|
| 1.4 | % |
Redner's |
|
| 3 |
|
|
| 159,000 |
|
|
| 2.2 | % |
|
| 1,165,000 |
|
|
| 7.33 |
|
|
| 1.3 | % |
Kohl's |
|
| 2 |
|
|
| 147,000 |
|
|
| 2.0 | % |
|
| 1,031,000 |
|
|
| 7.01 |
|
|
| 1.2 | % |
Home Goods |
|
| 4 |
|
|
| 105,000 |
|
|
| 1.4 | % |
|
| 1,009,000 |
|
|
| 9.61 |
|
|
| 1.2 | % |
Shaw's |
|
| 1 |
|
|
| 68,000 |
|
|
| 0.9 | % |
|
| 925,000 |
|
|
| 13.60 |
|
|
| 1.1 | % |
Staples |
|
| 3 |
|
|
| 68,000 |
|
|
| 0.9 | % |
|
| 879,000 |
|
|
| 12.93 |
|
|
| 1.0 | % |
Walgreens |
|
| 2 |
|
|
| 29,000 |
|
|
| 0.4 | % |
|
| 875,000 |
|
|
| 30.17 |
|
|
| 1.0 | % |
PetSmart |
|
| 3 |
|
|
| 63,000 |
|
|
| 0.9 | % |
|
| 857,000 |
|
|
| 13.60 |
|
|
| 1.0 | % |
Dick's Sporting Goods |
|
| 1 |
|
|
| 56,000 |
|
|
| 0.8 | % |
|
| 784,000 |
|
|
| 14.00 |
|
|
| 0.9 | % |
Burlington Coat Factory |
|
| 2 |
|
|
| 84,000 |
|
|
| 1.2 | % |
|
| 760,000 |
|
|
| 9.05 |
|
|
| 0.9 | % |
Lehigh Valley Health |
|
| 1 |
|
|
| 33,000 |
|
|
| 0.5 | % |
|
| 673,000 |
|
|
| 20.39 |
|
|
| 0.8 | % |
Department of Motor Vehicles |
|
| 1 |
|
|
| 19,000 |
|
|
| 0.3 | % |
|
| 669,000 |
|
|
| 35.21 |
|
|
| 0.8 | % |
Urban Air |
|
| 1 |
|
|
| 61,000 |
|
|
| 0.8 | % |
|
| 570,000 |
|
|
| 9.34 |
|
|
| 0.7 | % |
Tractor Supply |
|
| 3 |
|
|
| 71,000 |
|
|
| 1.0 | % |
|
| 565,000 |
|
|
| 7.96 |
|
|
| 0.6 | % |
Sub-total top twenty-five tenants |
|
| 88 |
|
|
| 3,283,000 |
|
|
| 45.1 | % |
|
| 40,117,000 |
|
|
| 12.22 |
|
|
| 45.9 | % |
Remaining tenants |
|
| 629 |
|
|
| 3,140,000 |
|
|
| 43.1 | % |
|
| 47,230,000 |
|
|
| 15.04 |
|
|
| 54.1 | % |
Sub-total all tenants (b) |
|
| 717 |
|
|
| 6,423,000 |
|
|
| 88.2 | % |
| $ | 87,347,000 |
|
| $ | 13.60 |
|
|
| 100.0 | % |
Vacant space |
| N/A |
|
|
| 863,000 |
|
|
| 11.8 | % |
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
| 717 |
|
|
| 7,286,000 |
|
|
| 100.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Giant Foods, Stop & ShopInvestors and Food Lion,others should note that we currently announce material information using SEC filings and (2) Marshalls, Home Goods, and TJ Maxx (GLA of 30,000; annualized base rent of $315,000).
|
|
|
|
|
|
|
| Percentage |
|
|
|
|
|
| Annualized |
|
| Percentage |
| |||
|
| Occupied |
|
| of occupied |
|
| Annualized |
|
| base rent |
|
| annualized |
| |||||
|
| GLA |
|
| GLA |
|
| base rent |
|
| per sq. ft. |
|
| base rents |
| |||||
Spaces ≥ 10,000 GLA |
|
| 4,740,000 |
|
|
| 73.8 | % |
| $ | 52,189,000 |
|
| $ | 11.01 |
|
|
| 59.7 | % |
Spaces < 10,000 GLA |
|
| 1,683,000 |
|
|
| 26.2 | % |
|
| 35,158,000 |
|
|
| 20.93 |
|
|
| 40.3 | % |
Total |
|
| 6,423,000 |
|
|
| 100.0 | % |
| $ | 87,347,000 |
|
| $ | 13.60 |
|
|
| 100.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Expirations
Total Portfolio |
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Annualized |
|
| Percentage |
| ||
|
| Number |
|
|
|
|
|
| Percentage |
|
| expiring |
|
| of annualized |
| ||||
Year of lease |
| of leases |
|
| GLA |
|
| of GLA |
|
| base rents |
|
| expiring |
| |||||
expiration |
| expiring |
|
| expiring |
|
| expiring |
|
| per sq. ft. |
|
| base rents |
| |||||
Month-To-Month |
|
| 54 |
|
|
| 175,000 |
|
|
| 2.7 | % |
| $ | 16.04 |
|
|
| 3.2 | % |
2022 |
|
| 76 |
|
|
| 295,000 |
|
|
| 4.6 | % |
|
| 19.56 |
|
|
| 6.6 | % |
2023 |
|
| 82 |
|
|
| 593,000 |
|
|
| 9.2 | % |
|
| 14.55 |
|
|
| 9.9 | % |
2024 |
|
| 104 |
|
|
| 796,000 |
|
|
| 12.4 | % |
|
| 14.33 |
|
|
| 13.1 | % |
2025 |
|
| 96 |
|
|
| 1,052,000 |
|
|
| 16.4 | % |
|
| 12.37 |
|
|
| 14.9 | % |
2026 |
|
| 76 |
|
|
| 580,000 |
|
|
| 9.0 | % |
|
| 14.16 |
|
|
| 9.4 | % |
2027 |
|
| 60 |
|
|
| 444,000 |
|
|
| 6.9 | % |
|
| 13.75 |
|
|
| 7.0 | % |
2028 |
|
| 35 |
|
|
| 399,000 |
|
|
| 6.2 | % |
|
| 11.09 |
|
|
| 5.1 | % |
2029 |
|
| 37 |
|
|
| 610,000 |
|
|
| 9.5 | % |
|
| 13.07 |
|
|
| 9.1 | % |
2030 |
|
| 33 |
|
|
| 436,000 |
|
|
| 6.8 | % |
|
| 10.50 |
|
|
| 5.2 | % |
2031 |
|
| 29 |
|
|
| 419,000 |
|
|
| 6.5 | % |
|
| 16.73 |
|
|
| 8.0 | % |
Thereafter |
|
| 35 |
|
|
| 624,000 |
|
|
| 9.7 | % |
|
| 11.89 |
|
|
| 8.5 | % |
All tenants |
|
| 717 |
|
|
| 6,423,000 |
|
|
| 100.0 | % |
| $ | 13.60 |
|
|
| 100.0 | % |
Spaces ≥ 10,000 GLA |
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Annualized |
|
| Percentage |
| ||
|
| Number |
|
|
|
|
|
| Percentage |
|
| expiring |
|
| of annualized |
| ||||
Year of lease |
| of leases |
|
| GLA |
|
| of GLA |
|
| base rents |
|
| expiring |
| |||||
expiration |
| expiring |
|
| expiring |
|
| expiring |
|
| per sq. ft. |
|
| base rents |
| |||||
Month-To-Month |
|
| 2 |
|
|
| 36,000 |
|
|
| 0.8 | % |
| $ | 6.72 |
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|
| 0.5 | % |
2022 |
|
| 5 |
|
|
| 112,000 |
|
|
| 2.4 | % |
|
| 16.55 |
|
|
| 3.6 | % |
2023 |
|
| 12 |
|
|
| 429,000 |
|
|
| 9.1 | % |
|
| 11.73 |
|
|
| 9.7 | % |
2024 |
|
| 18 |
|
|
| 588,000 |
|
|
| 12.4 | % |
|
| 11.29 |
|
|
| 12.7 | % |
2025 |
|
| 23 |
|
|
| 775,000 |
|
|
| 16.4 | % |
|
| 9.80 |
|
|
| 14.6 | % |
2026 |
|
| 15 |
|
|
| 391,000 |
|
|
| 8.2 | % |
|
| 11.10 |
|
|
| 8.3 | % |
2027 |
|
| 14 |
|
|
| 286,000 |
|
|
| 6.0 | % |
|
| 11.31 |
|
|
| 6.2 | % |
2028 |
|
| 12 |
|
|
| 330,000 |
|
|
| 7.0 | % |
|
| 8.89 |
|
|
| 5.6 | % |
2029 |
|
| 13 |
|
|
| 528,000 |
|
|
| 11.1 | % |
|
| 12.03 |
|
|
| 12.2 | % |
2030 |
|
| 10 |
|
|
| 365,000 |
|
|
| 7.7 | % |
|
| 8.31 |
|
|
| 5.8 | % |
2031 |
|
| 8 |
|
|
| 347,000 |
|
|
| 7.3 | % |
|
| 14.41 |
|
|
| 9.6 | % |
Thereafter |
|
| 12 |
|
|
| 553,000 |
|
|
| 11.7 | % |
|
| 10.65 |
|
|
| 11.3 | % |
All tenants |
|
| 144 |
|
|
| 4,740,000 |
|
|
| 100.0 | % |
| $ | 11.01 |
|
|
| 100.0 | % |
Spaces < 10,000 GLA |
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| Annualized |
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| Percentage |
| ||
|
| Number |
|
|
|
|
|
| Percentage |
|
| expiring |
|
| of annualized |
| ||||
Year of lease |
| of leases |
|
| GLA |
|
| of GLA |
|
| base rents |
|
| expiring |
| |||||
expiration |
| expiring |
|
| expiring |
|
| expiring |
|
| per sq. ft. |
|
| base rents |
| |||||
Month-To-Month |
|
| 52 |
|
|
| 139,000 |
|
|
| 8.3 | % |
| $ | 18.45 |
|
|
| 7.3 | % |
2022 |
|
| 71 |
|
|
| 183,000 |
|
|
| 10.9 | % |
|
| 21.40 |
|
|
| 11.1 | % |
2023 |
|
| 70 |
|
|
| 164,000 |
|
|
| 9.7 | % |
|
| 21.93 |
|
|
| 10.2 | % |
2024 |
|
| 86 |
|
|
| 208,000 |
|
|
| 12.4 | % |
|
| 22.92 |
|
|
| 13.5 | % |
2025 |
|
| 73 |
|
|
| 277,000 |
|
|
| 16.5 | % |
|
| 19.57 |
|
|
| 15.4 | % |
2026 |
|
| 61 |
|
|
| 189,000 |
|
|
| 11.2 | % |
|
| 20.49 |
|
|
| 11.0 | % |
2027 |
|
| 46 |
|
|
| 158,000 |
|
|
| 9.4 | % |
|
| 18.16 |
|
|
| 8.2 | % |
2028 |
|
| 23 |
|
|
| 69,000 |
|
|
| 4.1 | % |
|
| 21.61 |
|
|
| 4.2 | % |
2029 |
|
| 24 |
|
|
| 82,000 |
|
|
| 4.9 | % |
|
| 19.74 |
|
|
| 4.6 | % |
2030 |
|
| 23 |
|
|
| 71,000 |
|
|
| 4.2 | % |
|
| 21.76 |
|
|
| 4.4 | % |
2031 |
|
| 21 |
|
|
| 72,000 |
|
|
| 4.3 | % |
|
| 27.89 |
|
|
| 5.7 | % |
Thereafter |
|
| 23 |
|
|
| 71,000 |
|
|
| 4.2 | % |
|
| 21.55 |
|
|
| 4.3 | % |
All tenants |
|
| 573 |
|
|
| 1,683,000 |
|
|
| 100.0 | % |
| $ | 20.93 |
|
|
| 100.0 | % |
The Company’s Properties
The following table summarizespress releases. In the future, we will continue to use these channels to distribute material information relating to the Company’s portfolio as of December 31, 2021:
|
| Number of |
|
|
|
|
|
| Percentage |
|
| ||
State |
| properties |
|
| GLA |
|
| of GLA |
|
| |||
Pennsylvania |
|
| 21 |
|
|
| 3,428,360 |
|
|
| 47.1 | % |
|
Connecticut |
|
| 7 |
|
|
| 1,139,154 |
|
|
| 15.6 | % |
|
Massachusetts |
|
| 7 |
|
|
| 1,069,581 |
|
|
| 14.7 | % |
|
Maryland / Washington, D.C. |
|
| 5 |
|
|
| 683,954 |
|
|
| 9.4 | % |
|
Virginia |
|
| 5 |
|
|
| 362,753 |
|
|
| 5.0 | % |
|
New Jersey |
|
| 3 |
|
|
| 300,450 |
|
|
| 4.1 | % |
|
New York |
|
| 1 |
|
|
| 182,081 |
|
|
| 2.5 | % |
|
Delaware |
|
| 1 |
|
|
| 119,446 |
|
|
| 1.6 | % |
|
Total portfolio |
|
| 50 |
|
|
| 7,285,779 |
|
|
| 100.0 | % |
|
The terms of the Company’s retail leases generally vary from tenancies at will to 25 years, excluding renewal options. Anchor tenant leases are typically for 10 to 25 years, with one or more renewal options available to the lessee upon expiration of the initial lease term. By contrast, smaller store leases are typically negotiated for five-year terms. The longer terms of major tenant leases serve to protectabout the Company, against significant vacancies and may also utilize public conference calls, webcasts, our website and/or various social media sites to assure the presence of strong tenants which draw consumers to its centers. The shorter terms of smaller store leases allowcommunicate important information about the Company, under appropriate circumstances to adjust rental rates periodicallykey personnel, trends, corporate initiatives and where possible, to upgradeother matters. Information that we post on our website or adjuston social media channels could be deemed material; therefore, we encourage investors, the overall tenant mix.
Most leases contain provisions requiringmedia, our tenants, to pay their pro rata share of real estate taxes, insurancebusiness partners and certain operating costs. Some leases also provide that tenants pay percentage rent based upon sales volume generally in excess of certain negotiated minimums.
Excluding properties held for sale or sold, Giant Food Stores, LLC, Stop & Shop, Inc. and Food Lion, LLC, each of which is owned by Ahold N.V., a Netherlands corporation, leased an aggregate of approximately 11% of the Company’s GLA at December 31, 2021, and accounted for an aggregate of approximately 14% of the Company’s total revenues during 2021. No other tenant leased more than 10% of GLA at December 31, 2021, or contributed more than 10% of total revenues during 2021.
Executive Offices
The Company’s executive offices are located at 928 Carmans Road, Massapequa, New York.
Competition
The Company believes that competition for the acquisition and operation of grocery-anchored shopping centers is highly fragmented. It faces competition from institutional investors, public and private REITs, owner‑operators engagedothers interested in the acquisition, ownership, redevelopment and leasing of shopping centers,Company to review the information posted on our website as well as from numerous local, regional and national real estate developers and owners in each of its markets. It also faces competition in leasing available spaceon LinkedIn at its properties to prospective tenants. Competition for tenants varies depending upon the characteristics of each local market in which the Company owns and manages properties. The Company believes that the principal competitive factors in attracting tenants in its market are location, price and other lease terms, the presence of anchor tenants, the mix, quality and sales results of other tenants, and maintenance, appearance, access and traffic patterns of its properties.
Governmental Regulations
Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, the Americans with Disabilities Act of 1990 and laws and regulations applicable to our investment management business, including the U.S. Investment Advisers Act of 1940, the Alternative Investment Fund Managers Directive, 2011/61/EU and related laws and regulations. See “Item 1A – Risk Factors” for a discussion of material risks to us, including,
https://www.linkedin.com/company/wheeler-real-estate-investment-trust/. Any updates to the extent material,list of social media channels we may use to our competitive position, relating to governmental regulations, and see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with our consolidated financial statements, including the related notes included therein, for a discussion ofcommunicate material information relevant to an assessmentwill be posted on the Investor Relations page of our financial condition and resultswebsite at https://ir.cedarrealtytrust.com/.
Environmental Matters
Under various federal, state, and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liable to a governmental entity or to third parties for property damage, and for investigation and cleanup costs in connection with such contamination. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such conditions, may adversely affect the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. In connection with the ownership, operation, redevelopment and management of real estate, the Company may potentially become liable for removal or remediation costs, as well as certain other related costs and liabilities, including governmental fines and injuries to persons and/or property. Generally, the Company’s tenants must comply with environmental laws and meet any remediation requirements. In addition, leases typically impose obligations on tenants to indemnify the Company from any compliance costs the Company may incur as a result of environmental conditions on the property caused by the tenant. However, if a lease does not require compliance and/or indemnification, or if a tenant fails to or cannot comply, the Company could be forced to pay these costs.
The Company believes that environmental studies conducted at the time of acquisition with respect to its properties did not reveal any material environmental liabilities for which the Company is responsible and that would have a material adverse effect on its business, results of operations or liquidity. However, no assurances can be given that existing environmental studies with respect to any of the properties reveal all environmental liabilities, that any prior owner of or tenant at a property did not create a material environmental condition not known to the Company, or that a material environmental condition does not otherwise exist at any one or more of its properties. If a material environmental condition does in fact exist, it could have an adverse impact upon the Company’s financial condition, results of operations and liquidity.
Human Capital Management
The Company believes our employees are our greatest asset, and we pride ourselves on the diversity they bring to the Company. As of December 31, 2021, The Company had 55 full-time employees and two part-time employees.
The Company’s compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives and assist in the achievement of our strategic goals. All of the Company’s full-time employees are provided with a comprehensive benefits and wellness package which includes paid time off and parental leave, medical, dental and vision insurance, disability, life insurance, 401(k) matching, and other benefits. The Company encourages professional development and internal mobility.
The Company also feels that one of the keys to our success is the Company’s ability to benefit from a wide range of opinions and experiences. The Company believes the best way to accomplish this is through promoting diversity across all layers of our organization. As of December 31, 2021, 64% of the Company’s mid-level, non-executive managers were female, as well as 36% of the Company’s executive team. In addition, as of December 31, 2021, 58% of the Company’s employee population was female.
| Item 1A. Risk Factors |
Risks Related to Our Business and Properties
Our properties consist primarily of grocery-anchored shopping centers. Our performance therefore is linked to economic conditions in the market for retail space generally.
Our properties consist primarily of grocery-anchored shopping centers, and our performance therefore is linked to economic conditions in the market for retail space generally. This means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, the impact of e-commerce on the demand for retail space, ongoing consolidation in the retail sector, and changes in economic conditions and consumer confidence. A downturn in the U.S. economy and reduced consumer spending due to sustained levels of high unemployment or other factors could (i) negatively impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity or other reasons, and therefore decrease the revenue generated by our properties and/or the value of our properties, (ii) affect our ability to lease space and negotiate and maintain favorable rents, and (iii) reduce the demand for leasing space in our shopping centers, which could result in a decline in our occupancy percentage and reduction in rental revenues.
Actual or perceived threats associated with epidemics, pandemics or other public health crises, including the COVID-19 pandemic, have had and could have, a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity and ability to satisfy debt service obligations.
Epidemics, pandemics or other public health crises, including the COVID-19 pandemic, that impact economic and market conditions, and government measures taken to alleviate their impact, including mandatory business shutdowns and stay-at-home orders, have had and could have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.
Our retail tenants depend on in-person interactions with their customers to generate unit-level profitability, and the COVID-19 pandemic andsecurity incidents related governmental imposed restrictions have decreased, and may continue to decrease, customer willingness to frequent our tenants’ businesses, which may result in their inability to maintain profitability and make timely rental payments to us under their leases or to otherwise seek lease modifications or to declare bankruptcy. We collected approximately 96% of contractual base rents and monthly tenant reimbursements for the year ended December 31, 2021. We are in active discussions and negotiations with our impacted tenants and anticipate the need to grant rent concessions or other lease-related relief, such as the deferral of lease payments for a period of time to be paid over the remaining term of the lease, the financial impact of which is currently unknown.
Moreover, the ongoing COVID-19 pandemic and restrictions intended to prevent and mitigate its spread could have additional adverse effects on our business, including with regards to:
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We have reduced our common quarterly dividend in an effort to preserve cash due to current economic uncertainty and we may choose to do the same in the future. Additionally, we may in the future choose to pay distributions in our stock rather than solely in cash, which may result in our stockholders having a tax liability with respect to such distributions that exceeds the amount of cash received, if any.
While developments regarding the COVID-19 pandemic preclude any prediction as to its ultimate adverse impact, the current economic, political and social environment presents risks and uncertainties with respect to our and our tenants’ business, financial condition, results of operations, cash flows, liquidity and ability to satisfy debt service obligations.
The geographic concentration of our properties in the Washington, D.C. to Boston corridor exposes us to greater economic risks than if the distribution of our properties encompassed a broader region.
Our performance depends on the economic conditions in markets where our properties are geographically concentrated. Our properties are located largely in the region that straddles the Washington, D.C. to Boston corridor, which exposes us to greater economic risks than if our properties were more diversely located (in particular, 21 of our properties are located in Pennsylvania). Any adverse economic or real estate developments resulting from the regulatory environment, business climate, weather or other conditions in such regions could have an adverse impact on our business.
Anchor tenants are crucial to the success of our retail properties and vacated anchor space directly and indirectly affects our rental revenues.
Our properties consist primarily of grocery-anchored shopping centers. Anchor tenants pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing large numbers of customers to a property. Vacated anchor space not only directly reduces rental revenues, but, if not re-tenanted with a tenant with comparable consumer attraction, could adversely affect the rest of the property primarily through the loss of customer drawing power. In addition, in the event that certain anchor tenants cease to occupy a property, such an action results in a significant number of other tenants having the contractual right to terminate their leases, or pay a reduced rent based on a percentage of the tenant's sales, at the affected property, which could adversely affect the future income from such property, also known as “co-tenancy.”
Our performance and value are subject to risks associated with real estate assets and with the real estate industry.
Our performance and value are subject to risks associated with real estate assets and with the real estate industry, including, among other things, risks related to adverse changes in national, regional and local economic and market conditions. Our continued ability to make expected distributions to our stockholders depends on our ability to generate sufficient revenues to meet operating expenses, future debt service and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties.
These events and conditions include, but may not be limited to, the following:
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In the event of default by a tenant, we may experience delays in enforcing, as well as incur substantial costs to enforce, our rights as a landlord. In addition, costs associated with our operations, such as real estate and personal property taxes, insurance, and mortgage payments, generally are not reduced even as occupancy or rental rates decrease, tenants fail to pay base and additional rent or other circumstances cause a reduction in income. As a result, our financial performance, cash flow from operations and our ability to make distributions to our stockholders may be adversely affected.
As substantially all of our revenue is derived from rental income, failure of tenants to pay rent or delays in arranging leases and occupancy at our properties could seriously harm our operating results and financial condition.
Substantially all of our revenue is derived from rental income from our properties. Downturns in the economy generally or in our tenants’ business may weaken our tenants’ financial condition and result in, among other things, delayed lease commencement, failure to make rental payments when due, non-extension of leases upon expiration, insolvency or bankruptcy. Any leasing delays, failure to make rental or other payments when due, or tenant bankruptcies, could result in the termination of tenants’ leases, which would have a negative impact on our operating results. In addition, adverse market and economic conditions and competition may impede our ability to renew leases or re-let space as leases expire, which could harm our business and operating results.
Our business may be seriously harmed if a major tenant fails to renew its lease(s) or vacates one or more properties and prevents us from re-leasing such premises by continuing to pay base rent for the balance of the lease terms. In addition, the loss of such a major tenant could result in lease terminations or reductions in rent by other tenants at the affected properties, as provided in their respective leases. Excluding properties held for sale or sold, no tenant leased more than 10% of GLA at December 31, 2021 or contributed more than 10% of total revenues during 2021, except for Giant Food Stores, LLC, Stop & Shop, Inc. and Food Lion, LLC, each of which is owned by Ahold N.V., a Netherlands corporation, which leased an aggregate of approximately 11% of our GLA at December 31, 2021, and accounted for an aggregate of approximately 14% of our total revenues, during 2021.
We may be restricted from re-leasing space based on existing exclusivity lease provisions with some of our tenants. In these cases, the leases contain provisions giving the tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center, which limits the ability of other tenants within that center to sell such merchandise or provide such services. When re-leasing space after a vacancy by one of such other tenants, such lease provisions may limit the number and types of prospective tenants for the vacant space. The failure to re-lease space or to re-lease space on satisfactory terms could harm operating results.
We face potential material adverse effects from tenant bankruptcies.
Any bankruptcy filings by, or relating to, one of our tenants or a lease guarantor would generally bar efforts by us to collect pre-bankruptcy debts from that tenant, or lease guarantor, unless we receive an order permitting us to do so from the bankruptcy court. A bankruptcy by a tenant or lease guarantor could delay efforts to collect past due balances, and could ultimately preclude full or, in fact, any collection of such sums. If a lease is affirmed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must generally be paid in full. However, if a lease is disaffirmed by a tenant in bankruptcy, we would have only an unsecured claim for damages, which would be paid normally only to the extent that funds are available, and only in the same percentage as is paid to all other members of the same class of unsecured creditors. In addition, we may be unable to replace the tenant at current rental rates. It is
possible, and indeed likely, that we would recover substantially less than, or in fact no portion of, the full value of any unsecured claims we hold, and would be required to write off any straight-line rent receivable recorded for such tenant, which may in turn harm our financial condition.
Our development and redevelopment activities may not yield anticipated returns, which would harm our operating results and reduce funds available for distributions to stockholders.
We have limited experience in substantially developing and redeveloping properties in our markets. Development and redevelopment projects entail considerable risks, including:
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Properties we develop or redevelop may fail to achieve the occupancy or rental rates we project, within the time frames we project, which may result in the properties’ failure to achieve the returns we projected. Additionally, real estate under development activities typically require substantial time and attention from management, and the time frame required for development, construction and lease-up of these properties could require several years to realize any significant cash return.
Developing and redeveloping properties will require significant capital investment, which may be funded through debt and equity financing, implementing a capital recycling strategy, entering into a joint venture arrangement with respect to one or more properties, or suspending or reducing distributions to our stockholders.
Property ownership through joint ventures could limit our control of those investments and reduce their expected return.
As of December 31, 2021, we owned one of our operating properties through a consolidated joint venture. Our joint venture, and joint ventures we may enter into in the future, may involve risks not present with respect to our wholly owned properties, including the following:
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“New Technology” developments may negatively impact our tenants and our business.
We may be adversely affected by developments in new technology, such as e-commerce, which may cause the business of certain of our tenants to become substantially diminished or functionally obsolete. As a result of such developments, our tenants may be unable to pay rent, become insolvent, file for bankruptcy protection, close their stores, or terminate their leases. The use of the Internet by consumers continues to gain in popularity and the migration toward new technology commerce is expected to continue.
Recent annual increases in online sales have also caused many retailers to sell products online on their websites with pick-ups at a store or warehouse or through deliveries, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them. With respect to grocer tenants, on-line grocery orders have become increasingly available, particularly in urban areas, but have not yet become a major factor affecting grocers in our portfolio. We cannot predict with certainty how growth in e-commerce, including same-day grocery delivery services, will impact the demand for space at our properties or how much revenue will be generated at “bricks and mortar” store locations in the future. If we are unable to anticipate and respond promptly to trends in retailer and consumer behavior, our occupancy levels and financial results could suffer.
Competition may impede our ability to renew leases or re‑let spaces as leases expire, as well as impede our further growth, which could harm our business and operating results.
We face competition from similarly positioned retail centers that may affect our ability to renew leases or re-let space as leases expire, as well as impede our further growth. Certain national retail chain bankruptcies and resulting store closings/lease disaffirmations have generally resulted in increased available retail space which, in turn, has resulted in increased competitive pressure to renew tenant leases upon expiration and to find new tenants for vacant space at such properties. In addition, any new competitive properties that are developed within the trade areas of our existing properties may result in increased competition for customer traffic and creditworthy tenants. Increased competition for tenants may require us to make tenant and/or capital improvements to properties beyond those that we would otherwise have planned to make. Any unbudgeted tenant and/or capital improvements we undertake may reduce cash that would otherwise be available for distributions to stockholders.
Additionally, competition from other well-capitalized real estate investors, including other REITs and institutional investment funds may operate to reduce the properties available for acquisition in our markets, reduce the rate of return on our properties, and interfere with our ability to attract and retain tenants. High barriers to entry in the Washington, D.C. to Boston corridor due to mature economies, road patterns, density of population, restrictions on development, and high land costs, coupled with large numbers of often overlapping government jurisdictions, may make it difficult for us to continue to grow in these areas.
Mortgage debt obligations could expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss.
Our properties may be subject to impairment charges.
On a periodic basis, we assess whether there are any indicators that the value of our held-for-use real estate assets and other investments may be impaired. Held-for-use real estate assets are impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. The estimate of cash flows considers factors such as expected future operating income, capital expenditures, trends and prospects, the effects of demand, tenant-operator performance, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the future cash flow considerations include the most likely course of action at the balance sheet date based on current plans, intended holding periods and available marketthird-party vendors' information including a market discount rate applied to the estimated future proceeds. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. These assessments have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.
Our capital migration strategy entails various risks.
We intend to sell properties and reinvest those proceeds in the acquisition of higher quality properties in our target markets, the development and redevelopment of our properties, or use the proceeds to pay down debt. While we hope to minimize the dilutive effect of these sales on our earnings, in the near term the returns on the disposed assets are likely to exceed the returns we are able to achieve through the reinvestment of those proceeds. Also, in the event we are unable to sell these assets for amounts equal to or in excess of their current carrying values, we would be required to recognize an impairment charge. Any such impairment charges or earnings dilution could materially and adversely affect our business, financial condition, operating results and cash flows and the market price of our publicly traded securities.
Future acquisitions may result in disruptions to our business, may strain management resources and may result in earnings per share and stockholder dilution.
If we acquire a business involving multiple properties, we will be required to integrate the operations, personnel and accounting and information systems, of the acquired business and train, retain and motivate any key personnel from the acquired business. In addition, acquisitions of or investments in companies may cause disruptions in our operations and divert management’s attention away from day-to-day operations, which could impair our relationships with our current tenants and employees. The issuance of equity or debt securities in connection with any acquisition or investment could be substantially dilutive to our stockholders.
Commercial real estate investments are relatively illiquid.
Real estate investments are relatively illiquid. Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond our control. We cannot be certain that we will be able to sell any property for the price and other terms we seek, or that any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot estimate with certainty the length of time needed to find a willing purchaser and to complete the sale of a property. We may be required to expend funds to correct defects or to make improvements before a property can be sold. Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.
Our business could be negatively affected by stockholder activism, which could impact the trading price and volatility of our common stock.
In recent years, proxy contests and other forms of stockholder activism have been directed against numerous public companies, including us. If a proxy contest or an unsolicited takeover proposal was made with respect to us, we could incur significant costs in defending the Company, which would have an adverse effect on our financial results. Stockholder activists may also seek to involve themselves in the governance, strategic direction and operations of the Company. If individuals are elected to our Board of Directors with a specific agenda, even though less than a majority, our ability to effectively and timely implement our current initiatives and execute on our long-term strategy may be adversely affected. While we continually and actively engage with stockholders and consider their views on business and strategy, stockholder activism consumes a significant amount of management’s attention and other company resources and diverts the attention of management and our employees from our business.
Any perceived uncertainties as to our future direction resulting from such stockholder activism or proxy contest could result in the loss of potential business opportunities, be exploited by our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified personnel and business partners, all of which could adversely affect our business. Furthermore, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Risks Related to Our Liquidity and Financial Condition
The level of our indebtedness and any constraints on credit may impede our operating performance, and put us at a competitive disadvantage.
The level of our indebtedness may harm our business and operating results by (1) requiring us to use a substantial portion of our available liquidity to pay required debt service and/or repayments or establish additional reserves, which would reduce amounts available for distributions, (2) placing us at a competitive disadvantage compared to competitors that have less debt or debt at more favorable terms, (3) making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions, and (4) limiting our ability to borrow more money for operations or capital expenditures. In addition, increases in interest rates may impede our operating performance and put us at a competitive disadvantage. Further, payments of required debt service or amounts due at maturity, or creation of additional reserves under loan agreements, could adversely affect our liquidity. Our organizational documents do not limit the level or amount of debt that we may incur, no do we have a policy limiting our debt to any particular level.
We may be adversely affected by changes in the London Interbank Offered Rate (“LIBOR”) reporting practices.
As of December 31, 2021, we had (1) approximately $66.0 million of variable-rate debt outstanding, which consists of our unsecured revolving credit facility, and (2) $300.0 million for which we have interest rate swap agreements that convert LIBOR rates to fixed rates. In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling
banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee ("ARRC") which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD LIBOR in derivatives and other financial contracts. Additionally, while U.S. official guidance states that there should be no new LIBOR trading after December 31, 2021, USD LIBOR will continue to be published until June 2023. We are not currently able to predict with certainty when USD LIBOR will cease to be available in the United States or when there will be sufficient liquidity in the SOFR markets. While the discontinuation of LIBOR and the related transition to an alternative rate would not affect our ability to borrow or maintain already outstanding borrowings or swaps, future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.
Any volatility or instability in the credit markets could adversely affect our ability to obtain new financing or to refinance existing indebtedness.
Any instability in the credit markets may negatively impact our ability to access debt financing, to arrange property‑specific financing or to refinance our existing debt as it matures on favorable terms or at all. As a result, we may be forced to seek potentially less attractive financings, including equity investments, on terms that may not be favorable to us. In doing so, we may be compelled to dilute the interests of existing stockholders that could also adversely reduce the trading price of our common stock.
We may be exposed to additional risks through our hedging activities, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate.
To manage our exposure to variable interest rate risk, we use derivative instruments that involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, or that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. If we decide to terminate a hedging agreement, there could be significant costs and cash requirements involved to fulfill our obligations under the hedging agreement. Failure to effectively hedge against interest rate changes may adversely affect our results of operations.
In addition, under the REIT qualification provisions of the Code, income we could receive from certain hedging transactions may be treated as non-qualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit or entirely avoid otherwise advantageous hedging techniques.
The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results.
The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results. Our unsecured credit facilities and the mortgages on our properties contain customary negative covenants, such as those that limit our ability, without the prior consent of the lender, to sell or otherwise transfer any ownership interest, to further mortgage the applicable property, to enter into leases, or to discontinue insurance coverage. Our ability to borrow under our unsecured revolving credit facility is subject to compliance with these financial and other covenants, including restrictions on the maximum availability, which is based on the adjusted net operating income of designated unencumbered properties, the payment of dividends, and overall restrictions on the amount of indebtedness we can incur. If we breach covenants in our debt agreements, the lenders could declare a default and require us to repay the debt immediately and, if the debt is secured, take possession of the property or properties securing the loan.
BUSINESS CONTINUITY RISKS
Our strategic alternatives process may not result in a successful corporate transaction or liquidity event.
On September 9, 2021, we announced that we are exploring, among other alternatives, a potential sale or merger involving the Company, and alternatively the potential sale of our core grocery-anchored shopping center portfolio and mixed-use redevelopment projects. This strategic alternatives process is ongoing. There can be no assurance that the strategic alternatives process will result in the announcement of consummation of any strategic transaction, or that any resulting plans or transactions will yield additional value for shareholders. Any potential transaction would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, the interest of third parties in a potential transaction with us and the availability of financing to potential buyers on reasonable terms.
The process of exploring strategic alternatives could adversely impact our business, financial condition and results of operations. We could incur substantial expenses associated with identifying and evaluating potential strategic alternatives, including those related to equity compensation, severance pay and legal, accounting and financial advisory fees. In addition, the process may be time consuming and disruptive to our business operations, could divert the attention of management and the Board of Directors from our business, could negatively impact our ability to attract, retain and motivate key employees, and could expose us to potential litigation in connection with this process or any resulting transaction. Further, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly.
As a relatively small public REIT, our general and administrative expenses constitute a larger percentage of our total revenues than those of many of our peers.
Our revenues for the year ended December 31, 2021 were $127.6 million. Because our company is smaller than many other publicly-traded REITs, our general and administrative expenses are, and will continue to be, a larger percentage of our total revenues than those of such peers. If we are unable to successfully execute on our strategy and grow our business, our general and administrative expenses will continue to have a greater effect on our financial performance and reduce the amount of cash flow available to distribute to our stockholders.
Natural disasters and severe weather conditions could have an adverse impact on our cash flow and operating results.
Some of our properties could be subject to potential natural or other disasters. In addition, we may acquire properties that are located in areas which are subject to natural disasters. Properties could also be affected by increases in the frequency or severity of hurricanes or other storms, whether such increases are caused by global climate changes or other factors. The occurrence of natural disasters or severe weather conditions can increase investment costs to repair or replace damaged properties, increase operating costs, increase future property insurance costs, and/or negatively impact the tenant demand for lease space. If insurance is unavailable to us, or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from such events, our earnings, liquidity and/or capital resources could be adversely affected.
Potential losses may not be covered by insurance.
Potential losses may not be covered by insurance. We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance under a blanket policy covering all of our properties. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses related to war, nuclear accidents, and nuclear, biological and chemical occurrences from terrorist’s acts. Some of the insurance, such as those covering losses due to wind, floods and earthquakes, is subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry and other factors outside our control. As a result, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and toxic mold, or, if offered, the expense of obtaining these types of insurance may not be justified. Additionally, certain tenants have termination rights in respect of certain casualties. If we receive casualty proceeds, we may not be able to reinvest such proceeds profitably or at all, and we may be forced to recognize taxable gain on the affected property. If we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
Future terrorist attacks and shooting incidents could harm the demand for, and the value of, our properties.
Future terrorist attacks, such as the number of highly publicized terrorists acts and shootings that have occurred at domestic and international retail properties, could harm the demand for, and the value of, our properties. Terrorist attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. If such an incident were to occur at one of our properties, we may be subject to significant liability claims. While we attempt to mitigate this risk through insurance coverage and the employment of third party security services where we feel conditions warrant, we cannot guarantee that losses would not exceed applicable insurance coverages, thereby adversely affecting our results of operations and our ability to meet our obligations, including distributions to our stockholders. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected.
REGULATORY AND LITIGATION RISKS
We could incur significant costs related to government regulation and litigation over environmental matters and various other federal, state and local regulatory requirements.
All real property and the operations conducted on real property are subject to federal, state and local laws, ordinances and regulations relating to hazardous materials, environmental protection and human health and safety. Accordingly, we or our tenants may be required to investigate and clean up certain hazardous or toxic substances released on properties we own or operate, and also may be required to pay other related costs. Our leases typically impose obligations on our tenants to indemnify us for any compliance costs we may incur as a result of environmental conditions on the property caused by the tenant. If a tenant fails to or is unable to comply, we could be forced to pay these costs. If not addressed, environmental conditions could impair our ability to sell or re-lease the affected properties in the future, result in lower sales prices or rent payments, and restrict our ability to borrow funds using the affected properties as collateral.
We could incur significant costs related to government regulations and litigation over environmental matters. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liable to a governmental entity or to third parties for property damage, and for investigation, remediation and cleanup costs in connection with such contamination. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such conditions, may adversely affect the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. We may be liable without regard to whether we knew of, or were responsible for, the environmental contamination and with respect to properties we have acquired, whether the contamination occurred before or after the acquisition.
We believe environmental studies conducted at the time of acquisition with respect to all of our properties did not reveal any material environmental liabilities for which the Company is responsible, and we are unaware of any subsequent environmental matters that would have created a material liability. If one or more of our properties were not in compliance with federal, state and local laws, including environmental laws, we could be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with such requirements, our business and operations could be adversely affected. If we fail to comply with such requirements, we might additionally incur governmental fines or private damage awards. There can be no assurance that existing requirements will not change or that future requirements will not require us to make significant unanticipated expenditures that will adversely impact our business and operations.
The Americans with Disabilities Act of 1990 (the “ADA”) could require us to take remedial steps with respect to our properties.
Our existing properties, as well as properties we may acquire, may be required to comply with Title III of the ADA. We may incur significant costs to comply with the ADA, as amended, and similar laws, which require that all public accommodations meet federal requirements related to access and use by disabled persons, and with various other federal, state and local regulatory requirements, such as state and local fire and life safety requirements.
Risks Related to Our Qualification as a REIT and other Tax Matters
If we fail to continue to qualify as a REIT, our distributions will not be deductible, and our income will be subject to taxation, thereby reducing earnings available for distribution.
We have elected to be taxed as a REIT under the Code. We believe that we are qualified to be taxed as a REIT for U.S. federal income tax purposes for our taxable year ended December 31, 2021, and we expect to continue to qualify as a REIT for future taxable years, but we cannot assure that we have qualified, or will remain qualified, as a REIT. The REIT qualification requirements are extremely complex and official interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Certain aspects of our REIT qualification are beyond our control. For example, decreased revenues attributable to the COVID-19 pandemic may make it more difficult for us to meet the REIT gross income tests. Accordingly, we cannot be certain that we will be successful in operating so that we can remain qualified as a REIT. At any time, new laws, interpretations or court decisions may change the federal tax laws or the U.S. federal income tax consequences of our qualification as a REIT.
If we do not continue to qualify as a REIT and do not qualify for certain statutory relief provisions, our distributions will not be deductible, and our income will be subject to taxation, reducing earnings available for distribution. A REIT will generally not be subject to federal and substantially all state and local income taxation to the extent that it distributes its REIT taxable income to its stockholders and complies with certain other requirements. In addition, we would be subject to a 4% excise tax if we fail to distribute sufficient income to meet a minimum distribution test that requires us to distribute in a calendar year at least the sum of 85% of our ordinary
income, 95% of our capital gain and 100% of our aggregate undistributed income from prior years. If we cease to qualify as a REIT, we will also be subject to state and local income taxes in certain of the jurisdictions in which our properties are located. In addition, tax laws would no longer require us to pay any distributions to our stockholders. Unless we are entitled to relief under specific statutory provisions, we could not elect to be taxed as a REIT again for the four taxable years following the year during which we were disqualified. Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to U.S. federal income and excise taxes on our undistributed taxable income.
We intend to make distributions to stockholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets, borrow funds or pay a portion of the dividend in common stock to meet the 90% distribution requirement of the Code. Certain assets generate substantial differences between taxable income and income recognized in accordance with accounting principles generally accepted in the United States (“GAAP”). Such assets include, without limitation, operating real estate that was acquired through structures that may limit or completely eliminate the depreciation deduction that would otherwise be available for income tax purposes. As a result, the Code requirement to distribute a substantial portion of our otherwise net taxable income in order to maintain REIT status could cause us to (1) distribute amounts that could otherwise be used for future acquisitions, capital expenditures or repayment of debt, (2) borrow on unfavorable terms, (3) sell assets on unfavorable terms, or (4) if necessary, pay a portion of our common dividend in common stock. If we fail to obtain debt or equity capital in the future, it could limit our operations and our ability to grow, which could have a material adverse effect on the value of our common stock.
Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our growth opportunities.
In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature of our investments in commercial real estate and related assets, the amounts we distribute to stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
If our Operating Partnership is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify as a REIT.
We believe our Operating Partnership qualifies and will continue to qualify as a partnership for U.S. federal income tax purposes. Assuming that it qualifies as a partnership for U.S. federal income tax purposes, our Operating Partnership generally will not be subject to U.S. federal income tax on its income. Instead, its partners, including us, generally are required to pay tax on their respective allocable share of our operating partnership’s income. No assurance can be provided, however, that the Internal Revenue Service (“IRS”) will not challenge our Operating Partnership’s status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. For example, our Operating Partnership would be treated as a corporation for U.S. federal income tax purposes if it were deemed to be a “publicly traded partnership” and less than 90% of its income consisted of “qualified income” under the Code. If the IRS were successful in treating our Operating Partnership as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, therefore, cease to qualify as a REIT, and our Operating Partnership would become subject to U.S. federal, state and local income tax. The payment by our Operating Partnership of income tax would reduce significantly the amount of cash available to our Operating Partnership to satisfy obligations to make principal and interest payments on its debt and to make distribution to its partners, including us.
Our property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow.
Even if we qualify and maintain our status as a REIT, we are required to pay state and local property taxes on our properties. The property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past and such increases may not be covered by tenants pursuant to our lease agreements. If the property taxes we pay increase, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders may be negatively impacted.
Frequent asset sales could trigger adverse tax consequences.
Tax laws applicable to REITs generally require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. Therefore, we may be unable to adjust our portfolio mix promptly in response to market conditions, which may adversely affect our financial position.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. We may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.
In addition, the sale of our properties may generate gains for tax purposes which, if not adequately deferred through “like kind exchanges” under Section 1031 of the Code or other tax deference strategies, could require us to pay income taxes or make additional distributions to our stockholders, thus reducing our capital available for investment in other properties, or if the proceeds of such sales are already invested in other properties, require us to obtain additional funds to pay such taxes or make such distributions, in either such case to permit us to maintain our status as a REIT.
The partnership audit rules may alter who bears the liability in the event any subsidiary partnership (such as our Operating Partnership) is audited and an adjustment is assessed.
In the case of an audit of a partnership for a taxable year beginning after December 31, 2017, the partnership itself may be liable for a hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of changes in the composition of the partners (or their relative ownership) between the year under audit and the year of the adjustment. Thus, for example, an audit assessment attributable to former partners of the Operating Partnership could be shifted to the partners in the year of the adjustment. The partnership audit rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed from the affected partners (often referred to as a “push-out election”), subject to a higher rate of interest than otherwise would apply. The rules provide that when a push-out election causes a partner that is itself a partnership to be assessed with its share of such additional taxes from the adjustment, such partnership may cause such additional taxes to be pushed out to its own partners. In addition, applicable Treasury Regulations provide that a partnership may be able to request a modification of an adjustment that is based on deficiency dividends distributed by a partner that is a REIT. Many questions remain as to how the partnership audit rules will apply in practice, and it is not clear at this time what effect these rules will have on us. However, it is possible that a partnership in which we directly or indirectly invest may be subject to U.S. federal income tax, interest, and penalties in the event of a U.S. federal income tax audit as a result of these rules, and as a result could increase the U.S. federal income tax, interest, and/or penalties otherwise borne by us as a direct or indirect partner in any such partnership.
Failure to qualify as a domestically-controlled REIT could subject our non-U.S. stockholders to adverse U.S. federal income tax consequences.
We will be a domestically-controlled REIT if, at all times during a specified testing period, less than 50% in value of our shares are held directly or indirectly by non-U.S. stockholders. Because our shares are publicly traded, we cannot guarantee that we will, in fact, be a domestically-controlled REIT. If we fail to qualify as a domestically-controlled REIT, our non-U.S. stockholders (other than “qualified shareholders”, “qualified foreign pension funds” or “qualified controlled entities”) that otherwise would not be subject to U.S. federal income tax on the gain attributable to a sale of our shares would be subject to taxation upon such a sale if either (a) the shares were not considered to be “regularly traded” under applicable Treasury regulations on an established securities market, such as the NYSE, or (b) the shares were considered to be “regularly traded” on an established securities market and the selling non-U.S. stockholder owned, actually or constructively, more than 10% in value of the outstanding shares at any time during specified testing periods. If gain on the sale or exchange of our shares was subject to taxation for these reasons, the non-U.S. stockholder would be subject to U.S. federal income tax with respect to any gain on a net basis in a manner similar to the taxation of a taxable U.S. stockholder, subject to any applicable alternative minimum tax and special alternative minimum tax in the case of nonresident alien individuals, and corporate non-U.S. stockholders may be subject to an additional branch profits tax.
We may choose to make distributions in our own stock, in which case you may be required to pay income taxes without receiving any cash dividends.
In connection with our qualification as a REIT, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash and/or shares of our stock (which could account for up to 90% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. stockholders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required
to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our stock.
Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the IRS. No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.
Dividends paid by REITs generally do not qualify for reduced tax rates.
Generally, dividends payable by REITs do not qualify for reduced tax rates under the Code. For the calendar year 2021, the maximum federal individual tax rate for nonqualified dividends payable is 37.0%; qualified dividends from most C corporations received by individuals are subject to a reduced maximum federal rate of 20%. In addition to these rates, certain high income individuals may be subject to an additional 3.8% tax on certain investment income, including dividends and capital gains. As a REIT, our distributions to individual stockholders generally are not eligible for the reduced rates and are, consequently, taxed at ordinary income rates. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, those U.S. stockholders that are individuals, trusts or estates may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For those U.S. stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% (exclusive of the net investment income tax) on REIT dividends. The more favorable federal tax rates applicable to regular corporate dividends may result in the stock of REITs being perceived to be less attractive than the stock of corporations that pay dividends qualifying for reduced rates of tax, which may adversely affect the value of the stock of REITs.
Changes to the federal, state and municipality tax laws could have a significant negative impact on the overall economy, our tenants, and our business.
At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. A shortfall in tax revenues for states and municipalities in which we operate may lead to changes in state and municipalities tax laws. We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation, or administrative interpretation.
Stockholders are urged to consult with their own tax advisors with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.
Risks Related to Our Organization and Structure
Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and depress our stock price.
Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and depress the price of our common stock. The charter, subject to certain exceptions, authorizes directors to take such actions as are necessary and desirable relating to qualification as a REIT, and to limit any person to beneficial ownership of no more than 9.9% of the outstanding shares of our common stock. This ownership limit may delay or impede a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of stockholders. Our Board of Directors, in its sole discretion, may exempt a proposed transferee from the ownership limit, but not grant an exemption from the ownership limit to any proposed transferee whose direct or indirect ownership could jeopardize our status as a REIT. These restrictions on transferability and ownership will not apply if our Board of Directors determines that it is no longer in our best interests to continue to qualify as, or to be, a REIT. Our Board of Directors has waived the ownership limit to permit certain institutional investors to own common stock in excess of the ownership limit and may grant additional waivers in the future as long as the Company is able to maintain its REIT status. This concentration of ownership could deprive other stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of our Company and ultimately might affect the market price of our common stock.
We may authorize and issue stock and OP Units without stockholder approval. Our charter authorizes the Board of Directors to issue additional shares of common or preferred stock, to issue additional OP Units, to classify or reclassify any unissued shares of common or preferred stock, and to set the preferences, rights and other terms of such classified or unclassified shares. We have agreed not to use our preferred stock for anti-takeover purposes or in connection with a stockholder rights plan unless we obtain stockholder
approval. Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
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We have opted out of these provisions of the MGCL. However, the Board of Directors may, by resolution, elect to opt in to the business combination provisions of the MGCL, and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL.
Our ability to pay dividends is limited by the requirements of Maryland law.
Our ability to pay dividends on our common stock is limited by the laws of the State of Maryland. Under applicable Maryland law, a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as they become due in the usual course of business, or the value of the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter provides otherwise, the amount that would be needed, if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Accordingly, we generally may not make a distribution on our common stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our common stock.
Our Board of Directors may change our strategy without stockholder approval.
Our Board of Directors may change our strategy with respect to capitalization, investment, distributions and/or operations. Our Board of Directors may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number or types of properties in which we may seek to invest or the concentration of investments in any one geographic region or the amount of development or redevelopment activity occurring across our portfolio. Although our Board of Directors has no present intention to revise or amend our strategies and policies, it may do so at any time without a vote by our stockholders. Accordingly, the results of decisions made by our Board of Directors and implemented by management could adversely affect our financial condition or results of operations, including our ability to distribute cash to stockholders or qualify as a REIT.
The rights of stockholders to take action against our directors and officers are limited.
Maryland law provides that a director or officer has no liability in that capacity if he or she satisfies his or her duties to us and our stockholders. As permitted by the MGCL, our charter limits the liability of our directors and officers to us and our stockholders for monetary damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or service, or a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
In addition, our charter and bylaws, as well as indemnification agreements that we have entered into with certain of our officers require us to indemnify our directors and officers, among others, for actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist for companies organized in other jurisdictions. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited. In addition, we will be obligated to advance the defense costs incurred by our directors and officers with indemnification
agreements, and may, at the discretion of our Board of Directors, advance the defense costs incurred by our employees and other agents, in connection with legal proceedings.
Risks Related to Ownership of Our Common Stock
The market value of our debt and equity securities is subject to various factors that may cause significant fluctuations or volatility.
As with other publicly traded securities, the market price of our publicly traded securities depends on various factors which may change from time-to time and are often out of our control. Among the conditions that may affect the market price of our publicly traded securities are the following:
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These factors may cause the market price of our common stock to decline, in some cases regardless of our financial condition, results of operations, business or prospects. Effective April 28, 2020, the average closing price of our common stock was less than $1.00 over the prior 30-consecutive trading day period, and as a result, we received notice from the NYSE that our stock could be delisted. Due to unprecedented market-wide declines as a result of the ongoing COVID-19 pandemic, the NYSE notice advised that we had until December 31, 2020 to regain compliance with the minimum share price requirement. On November 27, 2020, we completed a 1-for-6.6 reverse stock split of our common stock that resulted in the price of our common stock exceeding $1.00 per share and remaining above that level for at least the following 30 trading days, thereby curing the NYSE default. The reverse stock split did not require a stockholders’ vote.
It is impossible to ensure that the market price of our common stock will not fall in the future. A decrease in the market price of our common stock could reduce our ability to raise additional equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.
Economic conditions in the U.S. economy in general, and any uncertainty in the credit markets and retail environment, could adversely affect our ability to continue to pay dividends or cause us to reduce the amount of our dividends.
We paid dividends totaling $0.26 per share during 2021, and paid dividends totaling $0.53 per share and $1.32 per share during 2020 and 2019, respectively. We reduced our common quarterly dividend in 2020 in an effort to preserve cash due to the current economic uncertainty. Any prolonged downturn in the state of the U.S. economy, weakness in capital markets and/or difficult retail environment may cause us to further reduce, or suspend, the payment of dividends, which could, among other things, affect our ability to qualify as a REIT for U.S. federal income tax purposes.
Future offerings of debt securities, which would be senior to our common and preferred stock, or equity securities, which would dilute the interests of our existing stockholders and may be senior to our existing common stock, may adversely affect the market prices of our common and preferred stock.
In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including senior or subordinated notes and classes of preferred or common stock. Holders of debt securities or shares of preferred stock will generally be entitled to receive interest payments or distributions, both current and in connection with any liquidation or sale, prior to the holders of our common stock. Furthermore, offerings of common stock or other equity securities may dilute the holdings of our existing stockholders. We are not required to offer any such equity securities to existing stockholders on a preemptive basis, and future offerings of debt or equity securities, or perceptions that such offerings may occur, may reduce the market prices of our common and preferred stock or the distributions that we pay with respect to our common stock. Because we may generally issue any such debt or equity securities in the future without obtaining the consent of our stockholders, our stockholders bear the risk of our future offerings reducing the market prices of our common and preferred stock and diluting their proportionate ownership.
GENERAL RISKS
We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.
We rely extensively on computer systems to manage our business and process transactions. Our business is at risk from and may be impacted by, cybersecurity attacks, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches. Such cyberattackscybersecurity attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, including password protection, backup servers and annual penetration testing, there is no guarantee such efforts will be successful in preventing a cyberattack. Cybersecurity incidents, depending on their nature and scope,cybersecurity attack. A cybersecurity attack could potentially lead tocompromise the compromise of confidential information improper use of our systemsemployees, tenants and networks, manipulationvendors. A successful cybersecurity attack could disrupt and destruction of data, system downtimes and operational disruptions, which in turn couldotherwise adversely affect our reputation, competitivenessbusiness operations.
Furthermore, it is possible that our computer systems, including our back-up systems, could be subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, catastrophic events such as fires, hurricanes, earthquakes and tornadoes, and intentional and inadvertent acts and errorsthe Company promptly by our employees. Anythird party consultant and material interruptionand potentially material incidents would be assessed by management and the Audit Committee for remediation and future prevention and detection.
Our success dependsproperties, based on key personnel whose continued service is not guaranteed.
Our success dependsinformation as of December 31, 2023:
Property | Location | Number of Tenants (1) | Total Leasable Square Feet | Percentage Leased (1) | Percentage Occupied | Total Occupied Square Feet | Annualized Base Rent (2) | Annualized Base Rent per Occupied Square Foot | ||||||||||||||||||||||||||||||||||||||||||
Brickyard Plaza | Berlin, CT | 10 | 227,598 | 97.8 | % | 97.8 | % | 222,598 | $ | 2,024,000 | $ | 9.09 | ||||||||||||||||||||||||||||||||||||||
Carll's Corner | Bridgeton, NJ | 5 | 116,532 | 19.4 | % | 19.4 | % | 22,554 | 267,000 | 11.84 | ||||||||||||||||||||||||||||||||||||||||
Coliseum Marketplace | Hampton, VA | 9 | 106,648 | 94.9 | % | 94.9 | % | 101,198 | 1,217,000 | 12.03 | ||||||||||||||||||||||||||||||||||||||||
Fairview Commons | New Cumberland, PA | 11 | 50,119 | 87.7 | % | 87.7 | % | 43,969 | 512,000 | 11.63 | ||||||||||||||||||||||||||||||||||||||||
Fieldstone Marketplace | New Bedford, MA | 10 | 193,970 | 75.5 | % | 71.7 | % | 139,139 | 1,655,000 | 11.90 | ||||||||||||||||||||||||||||||||||||||||
Gold Star Plaza | Shenandoah, PA | 7 | 71,720 | 100.0 | % | 100.0 | % | 71,720 | 642,000 | 8.95 | ||||||||||||||||||||||||||||||||||||||||
Golden Triangle | Lancaster, PA | 19 | 202,790 | 98.4 | % | 98.4 | % | 199,605 | 2,619,000 | 13.12 | ||||||||||||||||||||||||||||||||||||||||
Hamburg Square | Hamburg, PA | 7 | 102,058 | 100.0 | % | 100.0 | % | 102,058 | 689,000 | 6.75 | ||||||||||||||||||||||||||||||||||||||||
Kings Plaza | New Bedford, MA | 17 | 168,243 | 98.5 | % | 98.5 | % | 165,743 | 1,444,000 | 8.71 | ||||||||||||||||||||||||||||||||||||||||
Oakland Commons | Bristol, CT | 2 | 90,100 | 100.0 | % | 100.0 | % | 90,100 | 574,000 | 6.37 | ||||||||||||||||||||||||||||||||||||||||
Oregon Avenue (3) | Philadelphia, PA | — | — | — | % | — | % | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Patuxent Crossing | California, MD | 27 | 264,068 | 81.6 | % | 81.6 | % | 215,589 | 2,646,000 | 12.27 | ||||||||||||||||||||||||||||||||||||||||
Pine Grove Plaza | Brown Mills, NJ | 13 | 79,306 | 77.6 | % | 77.6 | % | 61,526 | 742,000 | 12.05 | ||||||||||||||||||||||||||||||||||||||||
South Philadelphia | Philadelphia, PA | 10 | 221,511 | 88.1 | % | 68.3 | % | 151,388 | 1,432,000 | 9.46 | ||||||||||||||||||||||||||||||||||||||||
Southington Center | Southington, CT | 11 | 155,842 | 100.0 | % | 100.0 | % | 155,842 | 1,288,000 | 8.27 | ||||||||||||||||||||||||||||||||||||||||
Timpany Plaza | Gardner, MA | 14 | 182,799 | 81.8 | % | 63.3 | % | 115,735 | 1,121,000 | 9.68 | ||||||||||||||||||||||||||||||||||||||||
Trexler Mall | Trexlertown, PA | 22 | 342,541 | 99.7 | % | 98.9 | % | 338,788 | 3,710,000 | 10.95 | ||||||||||||||||||||||||||||||||||||||||
Washington Center Shoppes | Sewell, NJ | 29 | 157,300 | 97.5 | % | 95.9 | % | 150,800 | 1,895,000 | 12.56 | ||||||||||||||||||||||||||||||||||||||||
Webster Commons | Webster, MA | 9 | 98,984 | 100.0 | % | 100.0 | % | 98,984 | 1,278,000 | 12.91 | ||||||||||||||||||||||||||||||||||||||||
Total | 232 | 2,832,129 | 89.6 | % | 86.4 | % | 2,447,336 | $ | 25,755,000 | $ | 10.52 |
Tenants | Category | Annualized Base Rent | % of Total Annualized Base Rent | Total Occupied Square Feet | Percent Total Leasable Square Feet | Annualized Base Rent per Occupied Square Foot | ||||||||||||||||||||||||||||||||
TJX Companies (1) | Discount Retailer | $ | 1,220,000 | 4.74 | % | 133,000 | 4.70 | % | $ | 9.17 | ||||||||||||||||||||||||||||
Kohl's | Discount Retailer | 1,031,000 | 4.00 | % | 147,000 | 5.19 | % | 7.01 | ||||||||||||||||||||||||||||||
Shaw's | Grocery | 925,000 | 3.59 | % | 68,000 | 2.40 | % | 13.60 | ||||||||||||||||||||||||||||||
Dollar Tree (2) | Discount Retailer | 865,000 | 3.36 | % | 96,000 | 3.39 | % | 9.01 | ||||||||||||||||||||||||||||||
Walmart | Grocery | 843,000 | 3.27 | % | 150,000 | 5.30 | % | 5.62 | ||||||||||||||||||||||||||||||
Shoprite | Grocery | 801,000 | 3.11 | % | 54,000 | 1.91 | % | 14.83 | ||||||||||||||||||||||||||||||
Redner's | Grocery | 747,000 | 2.90 | % | 106,000 | 3.74 | % | 7.05 | ||||||||||||||||||||||||||||||
Home Depot | Home Improvement | 742,000 | 2.88 | % | 103,000 | 3.64 | % | 7.20 | ||||||||||||||||||||||||||||||
Lehigh Valley Health | Medical | 723,000 | 2.81 | % | 43,000 | 1.52 | % | 16.81 | ||||||||||||||||||||||||||||||
Urban Air | Entertainment | 570,000 | 2.21 | % | 61,000 | 2.15 | % | 9.34 | ||||||||||||||||||||||||||||||
Total | $ | 8,467,000 | 32.88 | % | 961,000 | 33.93 | % | $ | 8.81 |
Lease Expiration Period | Number of Expiring Leases | Total Expiring Square Footage | % of Total Expiring Square Footage | % of Total Occupied Square Footage Expiring | Expiring Annualized Base Rent | % of Total Annualized Base Rent | Expiring Base Rent per Occupied Square Foot | |||||||||||||||||||||||||||||||||||||
Available | — | 384,793 | 13.59 | % | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Month-To-Month | 6 | 28,914 | 1.02 | % | 1.18 | % | $ | 268,000 | 1.04 | % | $ | 9.27 | ||||||||||||||||||||||||||||||||
2024 | 25 | 146,730 | 5.18 | % | 6.00 | % | 2,188,000 | 8.49 | % | 14.91 | ||||||||||||||||||||||||||||||||||
2025 | 31 | 287,770 | 10.16 | % | 11.76 | % | 2,586,000 | 10.04 | % | 8.99 | ||||||||||||||||||||||||||||||||||
2026 | 23 | 91,401 | 3.23 | % | 3.73 | % | 1,511,000 | 5.87 | % | 16.53 | ||||||||||||||||||||||||||||||||||
2027 | 30 | 247,677 | 8.75 | % | 10.12 | % | 3,211,000 | 12.47 | % | 12.96 | ||||||||||||||||||||||||||||||||||
2028 | 43 | 530,786 | 18.74 | % | 21.69 | % | 5,505,000 | 21.37 | % | 10.37 | ||||||||||||||||||||||||||||||||||
2029 | 21 | 242,397 | 8.56 | % | 9.90 | % | 2,357,000 | 9.15 | % | 9.72 | ||||||||||||||||||||||||||||||||||
2030 | 13 | 256,008 | 9.04 | % | 10.46 | % | 1,642,000 | 6.38 | % | 6.41 | ||||||||||||||||||||||||||||||||||
2031 | 7 | 86,835 | 3.07 | % | 3.55 | % | 1,014,000 | 3.94 | % | 11.68 | ||||||||||||||||||||||||||||||||||
2032 | 6 | 39,509 | 1.40 | % | 1.61 | % | 821,000 | 3.19 | % | 20.78 | ||||||||||||||||||||||||||||||||||
Thereafter | 27 | 489,309 | 17.26 | % | 20.00 | % | 4,652,000 | 18.06 | % | 9.51 | ||||||||||||||||||||||||||||||||||
Total | 232 | 2,832,129 | 100.00 | % | 100.00 | % | $ | 25,755,000 | 100.00 | % | $ | 10.52 |
We could be subject to litigation that may negatively impact our cash flows, financial condition and results of operations.
From time to time, we may be a defendant in lawsuits and regulatory proceedings relating to our business. Duerenewal options available to the inherent uncertaintieslessee upon expiration of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcomeinitial lease term. By contrast, smaller store leases are typically negotiated for five-year terms. The longer terms of any such litigation or proceedings. We could experience a negative impactmajor tenant leases serve to our cash flows, financial condition and results of operations due to an unfavorable outcome.
Increased scrutiny and expectations from investors, employees and other stakeholders regarding our environmental, social and governance (“ESG”) practices, as well as regulatory changes, could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, tenant and employee retention, and access to capital.
Companies across all industries are facing increasing scrutiny related to their ESG practices and reporting. Investors, employees and other stakeholders have begun to focus increasingly on ESG practicesprotect the Company against significant vacancies and to place increasing importance onassure the implicationspresence of strong tenants which draw consumers to its centers. The shorter terms of smaller store leases allow the Company under appropriate circumstances to adjust rental rates periodically and, social costwhere possible, to upgrade or adjust the overall tenant mix.
business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a factorcertain operating costs. Some leases also provide that tenants pay percentage rent based upon sales volume generally in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with such company to improve ESG disclosure or performance and may also make voting decisions on this basis. With this increased focus and demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do not meet investor, employee or other stockholder expectations, which continue to evolve, our reputation and tenant retention may be negatively impacted. Any disclosure we make may include our policies and practices on a varietyexcess of ESG matters, including corporate governance, environmental compliance, employee health and safety practices, human capitalcertain negotiated minimums.
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| Item 3. Legal Proceedings |
The Company is not presently involved
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Part II.
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Market Information
NYSE. The Company had 13,658,437 shares of common stockCompany's outstanding held by approximately 190 stockholders of record at December 31, 2021. The Company believes it has more than approximately 4,000 beneficial holders of its common stock. The Company’s shares7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE underNYSE.
Stockholder Return Performance Presentation
Company is required to distribute at least 90% of its "REIT taxable income", as defined in the Code. The Company paid common stock dividends during 2022 and preferred stock dividends during 2022 and 2023. The following line graph sets forth fortable presents the period January 1, 2017 through December 31, 2021, a comparisonincome tax status of the percentage change in the cumulative total stockholder return on the Company’s common stock compared to the cumulative total return of the Russell 2000 index and the National Association of Real Estate Investment Trusts All Equity REIT Index (“NAREIT All Equity REIT Index”). The graph assumes that the shares of the Company’s common stock were bought at the price of $100distributions per share paid to our common stockholders and that the valuepreferred stockholders:
Years ended December 31, | ||||||||||||||
2023 | 2022 | |||||||||||||
Common Stock | ||||||||||||||
Dividend paid per share | $ | — | $ | 19.586 | ||||||||||
Ordinary income | 0 | % | 0 | % | ||||||||||
Capital gains | 0 | % | 0 | % | ||||||||||
Return of capital | 0 | % | 100 | % | ||||||||||
Series B Preferred Stock | ||||||||||||||
Dividend paid per share | $ | 1.813 | $ | 1.813 | ||||||||||
Ordinary income | 0 | % | 0 | % | ||||||||||
Capital gains | 5 | % | 0 | % | ||||||||||
Return of capital | 95 | % | 100 | % | ||||||||||
Series C Preferred Stock | ||||||||||||||
Dividend paid per share | $ | 1.625 | $ | 1.625 | ||||||||||
Ordinary income | 0 | % | 0 | % | ||||||||||
Capital gains | 5 | % | 0 | % | ||||||||||
Return of capital | 95 | % | 100 | % |
Property operating expenses were higher primarily as a result of (1) an increase of $2.8$1.6 million in property operating expensesrental revenues and expense recoveries attributable to same-center properties, (2) an increase of $2.0 million in property operating expenses attributable to redevelopmentsame center properties, which is partially offset by (3)(2) a decrease of $3.9$0.9 million in property operating expensesrental revenues and expense recoveries attributable to properties that were sold or held for sale in 20212022 not deemed to be discontinued operations, and 2020.
General and administrative costs were higher primarily as(3) a result of (1) a $0.7 million increase in legal and professional expense, (2) a $0.6 million increasedecrease in other general and administrative accounts related predominatelyincome of $0.4 million attributable to state taxes, which is partially offset by (3) a $0.1 million decreaseone-time transactions for properties that were sold in payroll expense related to the reduction in head count in the fourth quarter of 2021.2022.
Depreciation and amortization
Impairment charges in 2021 relate to (1) a reversal of impairment for The Commons, located in Dubois, Pennsylvania and (2) impairments taken as it relates to the strategic transaction undertaken by the Company. Impairment charges in 20202022 relate to MetroRiverview Plaza, located in Philadelphia, Pennsylvania, which was sold that same year, and the Company's then-investment in the unconsolidated joint venture and the then-note receivable associated with Senator Square located in Owings Mills, Maryland,Washington D.C., both of which assets were sold in the Grocery-Anchored Portfolio Sale.
Comparison of 2020 to 2019
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| Change |
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| 2020 |
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| 2019 |
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| Dollars |
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| Percent |
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Revenues |
| $ | 135,538,000 |
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| $ | 144,083,000 |
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| $ | (8,545,000 | ) |
| -5.9% |
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Property operating expenses |
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| (45,596,000 | ) |
|
| (48,347,000 | ) |
|
| 2,751,000 |
|
| -5.7% |
| |
Property operating income |
|
| 89,942,000 |
|
|
| 95,736,000 |
|
|
| (5,794,000 | ) |
|
|
|
|
General and administrative |
|
| (16,865,000 | ) |
|
| (18,804,000 | ) |
|
| 1,939,000 |
|
| -10.3% |
| |
Depreciation and amortization |
|
| (48,412,000 | ) |
|
| (45,861,000 | ) |
|
| (2,551,000 | ) |
| 5.6% |
| |
Gain on sales |
|
| 4,396,000 |
|
|
| 2,942,000 |
|
|
| 1,454,000 |
|
| n/a |
| |
Impairment charges |
|
| (7,607,000 | ) |
|
| (8,938,000 | ) |
|
| 1,331,000 |
|
| n/a |
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Interest expense |
|
| (21,974,000 | ) |
|
| (23,509,000 | ) |
|
| 1,535,000 |
|
| -6.5% |
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Net (loss) income |
|
| (520,000 | ) |
|
| 1,566,000 |
|
|
| (2,086,000 | ) |
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Net income attributable to noncontrolling interests |
|
| (552,000 | ) |
|
| (490,000 | ) |
|
| (62,000 | ) |
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Net (loss) income attributable to Cedar Realty Trust, Inc. |
| $ | (1,072,000 | ) |
| $ | 1,076,000 |
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| $ | (2,148,000 | ) |
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Revenues were lower primarily as a result of the negative impact of the COVID-19 pandemic, which resulted in (1) a decrease of $5.4 million in rental revenuesoperations, impairments and expense recoveries and a decrease of $1.8 million in straight-line rental and the amortization of intangible lease liabilities revenues attributable to same-center properties, (2) a decrease of $5.5 million in rental revenues and expense recoveries and a decrease of $1.2 million in straight-line rental and the amortization of intangible lease liabilities revenues attributable to redevelopment properties. In addition, there was a decrease of $2.1 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2019 and 2018. These negative results were partially offset by (1) $7.1 million in revenue in the quarter ended March 31, 2020 relating to a dark anchor tenant terminating its lease prior to the contractual expiration in 2020 at Metro Square, and (2) an increase of $0.4 million in rental revenues and expense recoveries attributable to a property acquired in 2019.
Property operating expenses were lower primarily as a result of (1) a decrease of $2.0 million in property operating expenses attributable to redevelopment properties, (2) a decrease of $0.6 million in property operating expenses attributable to properties that were sold or held for sale in 2020 and 2019, and (3) a decrease of $0.3 million in property operating expenses attributable to same-center properties, partially offset by an increase of $0.2 million in property operating expenses attributable to a property acquired in 2019.
General and administrative costs were lower primarily as a result of (1) cost savings of $1.1 million as a result of the COVID-19 pandemic, predominately related to the cancellation of leasing conventions along with the related travel expenses and (2) a decrease of $0.9 million in legal and professional fees.
Depreciation and amortization expenses were higher as a result of (1) accelerated depreciation of tenant improvements and leasing commissions of $4.2 million as a result of tenants vacating their spaces, (2) accelerated depreciation of $2.1 million in the quarter ended March 31, 2020 relating to the demolition of certain existing buildings at a redevelopment property, (3) an increase of $1.3 million attributable to same-center properties, and (4) a $0.7 million write-off in the quarter ended March 31, 2020 arising from a lease termination for permitting a dark anchor to terminate its lease prior to the contractual expiration at a property that was classified held for sale in 2020, by (1) a decrease of $5.0 million attributable to redevelopment properties, and (2) a decrease of $0.6 million attributable to properties that were sold or held for sale in 2020 and 2019.
Gain on sales in 2020 relates to the sale of (1) Glen Allen Shopping Center, located in Glen Allen, Virginia, (2) Suffolk Plaza, located in Suffolk, Virginia, (3) an outparcel building at Oakland Mills, located in Columbia, Maryland, and (4) an outparcel building at Pine Grove Plaza, located in Brown Mills, New Jersey. Gaingain on sales in 2019 relates to the sale of Maxatawny Marketplace, located in Maxatawny, Pennsylvania and Fort Washington Center, located in Fort Washington, Pennsylvania.
Impairment charges in 2020 relates to Metro Square, located in Owings Mills, Maryland, and The Commons, located in Dubois Pennsylvania. Impairment charges in 2019 relate to The Commons, located in Dubois, Pennsylvania.
Interest expense was lowerfor properties treated as a result of (1) a decrease in the overall weighted average interest rate which resulted in a decrease in interest expense of $1.8 million, and (2) an increase in capitalized interest of $1.0 million, partially offset by increase in the overall weighted average principal balance which resulted in an increase in interest expense of $1.3 million.as higher as a result of an increase in the overall weighted average interest rate.discontinued operations.
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| Years ended December 31, |
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| 2021 |
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| 2020 |
| ||
Operating (loss) income |
| $ | (26,367,000 | ) |
| $ | 21,454,000 |
|
Add (deduct): |
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|
|
|
|
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|
|
General and administrative |
|
| 18,033,000 |
|
|
| 16,865,000 |
|
Gain on sales |
|
| (49,904,000 | ) |
|
| (4,396,000 | ) |
Impairment charges |
|
| 99,888,000 |
|
|
| 7,607,000 |
|
Depreciation and amortization |
|
| 39,454,000 |
|
|
| 48,412,000 |
|
Straight-line rents |
|
| (270,000 | ) |
|
| 1,208,000 |
|
Amortization of intangible lease liabilities |
|
| (1,074,000 | ) |
|
| (1,373,000 | ) |
Other adjustments |
|
| (269,000 | ) |
|
| (585,000 | ) |
NOI related to properties not defined as same-property |
|
| (11,407,000 | ) |
|
| (23,331,000 | ) |
Same-property NOI |
| $ | 68,084,000 |
|
| $ | 65,861,000 |
|
|
|
|
|
|
|
|
|
|
Number of same properties |
|
| 45 |
|
|
| 45 |
|
Same-property occupancy, end of period |
|
| 90.9 | % |
|
| 90.7 | % |
Same-property leased, end of period |
|
| 91.8 | % |
|
| 92.0 | % |
Same-property average base rent, end of period |
| $ | 13.60 |
|
| $ | 13.73 |
|
Years ended December 31, | |||||||||||
2023 | 2022 | ||||||||||
Operating income (loss) | $ | 10,031,000 | $ | (68,116,000) | |||||||
Add (deduct): | |||||||||||
Corporate general and administrative | 3,192,000 | 10,099,000 | |||||||||
Gain on sale | (2,662,000) | — | |||||||||
Transaction costs | — | 58,959,000 | |||||||||
Impairment charges | — | 9,350,000 | |||||||||
Depreciation and amortization | 10,918,000 | 9,645,000 | |||||||||
Straight-line rents | (854,000) | (77,000) | |||||||||
Above (below) market lease amortization, net | (336,000) | (896,000) | |||||||||
Other non-property revenue | (426,000) | (258,000) | |||||||||
NOI related to properties not defined as same-property | (106,000) | (495,000) | |||||||||
Same-property NOI | $ | 19,757,000 | $ | 18,211,000 | |||||||
Number of same properties | 19 | 19 | |||||||||
Same-property occupancy, end of year | 86.4 | % | 82.3 | % | |||||||
Same-property leased, end of year | 89.6 | % | 86.2 | % | |||||||
Same-property average base rent, end of year | $ | 10.52 | $ | 10.28 |
and decreased property operating expenses in 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tenant |
|
| |
|
| Leases |
|
|
|
|
|
| New rent |
|
| Prior rent |
|
| Cash basis |
|
| improvements |
|
| |||||
|
| signed |
|
| GLA |
|
| per sq.ft. |
|
| per sq.ft. |
|
| % change |
|
| per sq.ft. |
|
| ||||||
Renewals |
|
| 98 |
|
|
| 580,400 |
|
| $ | 15.08 |
|
| $ | 14.81 |
|
|
| 1.8 | % |
| $ | 1.47 |
|
|
New Leases - Comparable |
|
| 44 |
|
|
| 321,600 |
|
|
| 13.86 |
|
|
| 13.36 |
|
|
| 3.7 | % |
|
| 43.92 |
| (a) |
New Leases - Non-Comparable (b) |
|
| 16 |
|
|
| 122,300 |
|
|
| 18.66 |
|
| n/a |
|
| n/a |
|
|
| 70.07 |
| (a) | ||
Total (c) |
|
| 158 |
|
|
| 1,024,300 |
|
| $ | 15.12 |
|
| n/a |
|
| n/a |
|
| $ | 22.98 |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2023 | Six months ended December 31, 2022 | ||||||||||
Renewals (a): | |||||||||||
Leases renewed with rate increase (sq feet) | 182,111 | 124,875 | |||||||||
Leases renewed with rate decrease (sq feet) | — | 29,223 | |||||||||
Leases renewed with no rate change (sq feet) | 7,643 | 64,950 | |||||||||
Total leases renewed (sq feet) | 189,754 | 219,048 | |||||||||
Leases renewed with rate increase (count) | 20 | 12 | |||||||||
Leases renewed with rate decrease (count) | — | 2 | |||||||||
Leases renewed with no rate change (count) | 3 | 3 | |||||||||
Total leases renewed (count) | 23 | 17 | |||||||||
Option exercised (count) | 5 | 2 | |||||||||
Weighted average on rate increases (per sq foot) | $ | 0.77 | $ | 1.91 | |||||||
Weighted average on rate decreases (per sq foot) | $ | — | $ | (0.28) | |||||||
Weighted average on all renewals (per sq foot) | $ | 0.74 | $ | 1.05 | |||||||
Weighted average change over prior rates | 6.85 | % | 10.26 | % | |||||||
New Leases (a) (b): | |||||||||||
New leases (sq feet) | 224,175 | 159,213 | |||||||||
New leases (count) | 26 | 14 | |||||||||
Weighted average rate (per sq foot) | $ | 12.77 | $ | 10.70 |
|
|
Effective April 28, 2020,satisfy the average closing priceremaining obligation of the Company’s common stock had been less than $1.00 overKeyBank Credit Agreement and released the prior 30-consecutive trading day period,remaining collateral under that agreement.
On November 25, 2020,agreement date. The Timpany Plaza Loan Agreement is collateralized by 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 30, 2021, the Company amended its existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the new unsecured revolving credit facility is $185 million with an expiration in August 2024. The new unsecured revolving credit facility may be extended, at the Company’s option for two additional one-year periods, subject to customary conditions. Interest on the borrowings under the new unsecured revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (150 bps at September 30, 2021), based on the Company’s leverage ratio. Interest on borrowings under the unsecured credit facility is based on the Company’s leverage ratio. The Company extended its $50 million term loan four years with an expiration in August 2026.
On August 4, 2020, the Company amended its then existing $300 million unsecured credit facility and term loans. After such amendments, the Company’s financial ratios and borrowing base are 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 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 December 31, 2021, the Company had $66.0 million outstanding and $113.9 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 fiveTimpany Plaza 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.
Debt and finance lease obligations are composed of the following at December 31, 2021:
|
|
|
| December 31, 2021 |
| |||||
|
|
|
|
|
|
|
| Contractual |
| |
|
| Maturity |
| Balance |
|
| interest rates |
| ||
Description |
| dates |
| outstanding |
|
| weighted-average |
| ||
Fixed-rate mortgage |
|
|
|
|
|
|
|
|
|
|
Franklin Village |
| Jun 2026 |
| $ | 44,571,000 |
|
| 3.9% |
| |
Shops at Suffolk Downs (a) |
| Jun 2031 |
|
| 15,600,000 |
|
| 3.5% |
| |
Trexlertown Plaza (a) |
| Jun 2031 |
|
| 36,100,000 |
|
| 3.5% |
| |
The Point (a) |
| Jun 2031 |
|
| 29,700,000 |
|
| 3.5% |
| |
Christina Crossing (a) |
| Jun 2031 |
|
| 17,000,000 |
|
| 3.5% |
| |
Lawndale Plaza (a) |
| Jun 2031 |
|
| 15,600,000 |
|
| 3.5% |
| |
Senator Square finance lease obligation |
| Sep 2050 |
|
| 5,596,000 |
|
| 5.3% |
| |
|
|
|
|
| 164,167,000 |
|
| 3.6% |
| |
Unsecured credit facilities: |
|
|
|
|
|
|
|
|
|
|
Variable-rate: |
|
|
|
|
|
|
|
|
|
|
Revolving credit facility (b) |
| Aug 2024 |
|
| 66,000,000 |
|
| 1.6% |
| |
Term loan |
| Sep 2022 |
|
| - |
|
| n/a |
| |
Fixed-rate (c): |
|
|
|
|
|
|
|
|
|
|
Term loan |
| Feb 2022 |
|
| - |
|
| n/a |
| |
Term loan |
| Apr 2023 |
|
| 100,000,000 |
|
| 3.3% |
| |
Term loan |
| Sep 2024 |
|
| 75,000,000 |
|
| 3.8% |
| |
Term loan |
| Jul 2025 |
|
| 75,000,000 |
|
| 4.7% |
| |
Term loan |
| Aug 2026 |
|
| 50,000,000 |
|
| 3.3% |
| |
|
|
|
|
| 530,167,000 |
|
| 3.5% |
| |
Unamortized issuance costs |
|
|
|
| (3,129,000 | ) |
|
|
|
|
|
|
|
| $ | 527,038,000 |
|
|
|
|
|
|
|
|
|
December 31, 2023 | ||||||||||||||||||||
Description | Maturity dates | Balance outstanding | Contractual interest rates weighted-average | |||||||||||||||||
Fixed-rate secured term loans: | ||||||||||||||||||||
Timpany Plaza | Sep 2028 | $ | 9,060,000 | 7.3% | ||||||||||||||||
Term loan, 10 properties | Nov 2032 | 110,000,000 | 5.3% | |||||||||||||||||
Patuxent Crossing/Coliseum Marketplace | Jan 2033 | 25,000,000 | 6.4% | |||||||||||||||||
144,060,000 | 5.6% | |||||||||||||||||||
Unamortized issuance costs | (3,566,000) | |||||||||||||||||||
$ | 140,494,000 |
|
|
The following table details the Company’s debt and finance lease obligation maturities at December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mortgage Loan |
|
| Finance Lease |
|
| Revolving |
|
| Term |
|
|
|
|
|
| Unamortized |
|
|
|
|
| |||||
Year |
| Payable |
|
| Obligation |
|
| Credit Facility |
|
| Loans |
|
| Total |
|
| Issuance Costs |
|
| Total |
| |||||||
2022 |
| $ | 1,116,000 |
|
| $ | 37,000 |
|
| $ | - |
|
| $ | - |
|
| $ | 1,153,000 |
|
| $ | (600,000 | ) |
| $ | 553,000 |
|
2023 |
|
| 1,160,000 |
|
|
| 39,000 |
|
|
| - |
|
|
| 100,000,000 |
|
|
| 101,199,000 |
|
|
| (518,000 | ) |
|
| 100,681,000 |
|
2024 |
|
| 1,206,000 |
|
|
| 41,000 |
|
|
| 66,000,000 |
| (a) |
| 75,000,000 |
|
|
| 142,247,000 |
|
|
| (451,000 | ) |
|
| 141,796,000 |
|
2025 |
|
| 1,253,000 |
|
|
| 44,000 |
|
|
| - |
|
|
| 75,000,000 |
|
|
| 76,297,000 |
|
|
| (359,000 | ) |
|
| 75,938,000 |
|
2026 |
|
| 40,922,000 |
|
|
| 48,000 |
|
|
| - |
|
|
| 50,000,000 |
|
|
| 90,970,000 |
|
|
| (243,000 | ) |
|
| 90,727,000 |
|
Thereafter |
|
| 112,914,000 |
|
|
| 5,387,000 |
|
|
| - |
|
|
| - |
|
|
| 118,301,000 |
|
|
| (958,000 | ) |
|
| 117,343,000 |
|
|
| $ | 158,571,000 |
|
| $ | 5,596,000 |
|
| $ | 66,000,000 |
|
| $ | 300,000,000 |
|
| $ | 530,167,000 |
|
| $ | (3,129,000 | ) |
| $ | 527,038,000 |
|
|
|
MortgageTerm loans payable may require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash”"restricted cash" is generally available only for property-level requirements for which the reserves have been established and isare not available to fund other property-level or Company-level obligations.
The following table sets forth the Company’sCompany's significant debt repayment, interest, finance and operating lease obligations at December 31, 2021:
| Maturity Date |
| |||||||||||||||||||||||||
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| 2026 |
|
| Thereafter |
|
| Total |
| |||||||
Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loan payable | $ | 1,116,000 |
|
|
| 1,160,000 |
|
| $ | 1,206,000 |
|
| $ | 1,253,000 |
|
| $ | 40,922,000 |
|
| $ | 112,914,000 |
|
| $ | 158,571,000 |
|
Unsecured revolving credit facility (a) |
| - |
|
|
| - |
|
|
| 66,000,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 66,000,000 |
|
Unsecured term loans |
| - |
|
|
| 100,000,000 |
|
|
| 75,000,000 |
|
|
| 75,000,000 |
|
|
| 50,000,000 |
|
|
| - |
|
|
| 300,000,000 |
|
Interest payments (b) |
| 18,315,000 |
|
|
| 16,013,000 |
|
|
| 13,571,000 |
|
|
| 9,356,000 |
|
|
| 5,669,000 |
|
|
| 16,931,000 |
|
|
| 79,855,000 |
|
Finance lease obligation (principal and interest) |
| 333,000 |
|
|
| 333,000 |
|
|
| 333,000 |
|
|
| 333,000 |
|
|
| 335,000 |
|
|
| 10,059,000 |
|
|
| 11,726,000 |
|
Operating lease obligations |
| 787,000 |
|
|
| 789,000 |
|
|
| 789,000 |
|
|
| 671,000 |
|
|
| 634,000 |
|
|
| 19,578,000 |
|
|
| 23,248,000 |
|
Total | $ | 20,551,000 |
|
| $ | 118,295,000 |
|
| $ | 156,899,000 |
|
| $ | 86,613,000 |
|
| $ | 97,560,000 |
|
| $ | 159,482,000 |
|
| $ | 639,400,000 |
|
|
|
|
|
Maturity Date | |||||||||||||||||||||||||||||||||||||||||
2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
Debt: | |||||||||||||||||||||||||||||||||||||||||
Secured term loans | $ | 74,000 | $ | 306,000 | $ | 329,000 | $ | 481,000 | $ | 9,456,000 | $ | 133,414,000 | $ | 144,060,000 | |||||||||||||||||||||||||||
Interest payments (a) | 8,154,000 | 8,117,000 | 8,094,000 | 8,069,000 | 7,880,000 | 28,553,000 | 68,867,000 | ||||||||||||||||||||||||||||||||||
Operating lease obligations | 179,000 | 179,000 | 179,000 | 179,000 | 179,000 | 7,673,000 | 8,568,000 | ||||||||||||||||||||||||||||||||||
Total | $ | 8,407,000 | $ | 8,602,000 | $ | 8,602,000 | $ | 8,729,000 | $ | 17,515,000 | $ | 169,640,000 | $ | 221,495,000 |
2023.
|
| Years ended December 31, |
| Years ended December 31, | ||||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| 2023 | 2022 | |||||||||||||||
Cash flows provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Operating activities |
| $ | 44,962,000 |
|
| $ | 42,580,000 |
|
| $ | 53,675,000 |
| ||||||||||||||
Operating activities | ||||||||||||||||||||||||||
Operating activities | ||||||||||||||||||||||||||
Investing activities |
| $ | 71,534,000 |
|
| $ | (18,369,000 | ) |
| $ | (22,342,000 | ) | ||||||||||||||
Financing activities |
| $ | (114,864,000 | ) |
| $ | (25,321,000 | ) |
| $ | (30,563,000 | ) |
Investing Activities
expenditures for property improvements.
had $1.1 million of mortgage repayments, had $0.5 million of termination payments related to a swap, which is partially offset by $114.0 million of property specific mortgages placed during 2021. During 2020, the Company repaid a $75.0 million term loan, had $17.9 million of preferred and common stock distributions, had $1.1 million of mortgage repayments, and paid $0.3$0.4 million of debt financing costs, which were partially offset by net advances of $69.0$9.1 million under the revolving credit facility.received from a new term loan. During 2019,2022, the Company paid $28.6made $408.1 million of preferred and common stock distributions, had $6.8a $300.0 million of common stock repurchases, and had $1.0term loan payoff, $130.7 million of mortgage repayments, which was partially offset by net borrowingspayments of $6.0$66.0 million under the revolving credit facility.
facility, payments of $7.4 million of debt financing costs, $1.4 million of distributions to limited partners, and the purchase of a minority interest in a joint venture for $1.0 million, which were partially offset by $265.0 million in new term loans and a $3.4 million benefit as a result of interest rate swap terminations.
Funds From Operations (“FFO”
The Company also considers Operating Funds From Operations (“Operating FFO”) to be an additional meaningful financial measureGAAP when presenting our operating results.
FFO and Operating FFO should be reviewed with net income attributableus to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. FFO and Operating FFO do not represent cash generated from operating activities and should not be considered as an alternative to net income attributable to common shareholders or to cash flow from operating activities. The Company’s computations of FFO and Operating FFO may differ from the computations utilized by other REITs and, accordingly, may notas many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to suchthe adjusted or modified FFO of other REITs.
|
| Years ended December 31, |
| |||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
Net loss attributable to common shareholders |
| $ | (55,851,000 | ) |
| $ | (11,824,000 | ) |
| $ | (9,676,000 | ) |
Real estate depreciation and amortization |
|
| 39,380,000 |
|
|
| 48,297,000 |
|
|
| 45,677,000 |
|
Limited partners' interest |
|
| (329,000 | ) |
|
| (66,000 | ) |
|
| (57,000 | ) |
Gain on sales |
|
| (49,904,000 | ) |
|
| (4,396,000 | ) |
|
| (2,942,000 | ) |
Impairment charges |
|
| 99,888,000 |
|
|
| 7,607,000 |
|
|
| 8,938,000 |
|
Consolidated minority interests: |
|
|
|
|
|
|
|
|
|
|
|
|
Share of income |
|
| 425,000 |
|
|
| 618,000 |
|
|
| 547,000 |
|
Share of FFO |
|
| (303,000 | ) |
|
| (388,000 | ) |
|
| (414,000 | ) |
FFO applicable to diluted common shares |
|
| 33,306,000 |
|
|
| 39,848,000 |
|
|
| 42,073,000 |
|
Redevelopment costs (a) |
|
| 230,000 |
|
|
| 483,000 |
|
|
| 196,000 |
|
Reversal of management transition costs (b) |
|
| — |
|
|
| — |
|
|
| (1,500,000 | ) |
Financing costs (c) |
|
| 215,000 |
|
|
| — |
|
|
| — |
|
Operating FFO applicable to diluted common shares |
| $ | 33,751,000 |
|
| $ | 40,331,000 |
|
| $ | 40,769,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share |
| $ | 2.40 |
|
| $ | 2.88 |
|
| $ | 3.05 |
|
Operating FFO per diluted common share |
| $ | 2.43 |
|
| $ | 2.91 |
|
| $ | 2.95 |
|
Weighted average number of diluted common shares (c): |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares and equivalents |
|
| 13,814,000 |
|
|
| 13,758,000 |
|
|
| 13,728,000 |
|
OP Units |
|
| 81,000 |
|
|
| 81,000 |
|
|
| 83,000 |
|
|
|
| 13,895,000 |
|
|
| 13,839,000 |
|
|
| 13,811,000 |
|
|
|
|
|
Years ended December 31, | |||||||||||
2023 | 2022 | ||||||||||
Net (loss) income attributable to common shareholders | $ | (8,745,000) | $ | 33,279,000 | |||||||
Real estate depreciation and amortization | 10,918,000 | 19,318,000 | |||||||||
Limited partners' interest | — | 132,000 | |||||||||
Gain on sales | (2,662,000) | (125,500,000) | |||||||||
Impairment charges | — | 25,979,000 | |||||||||
FFO applicable to diluted common shares | (489,000) | (46,792,000) | |||||||||
Transaction costs (a) | — | 58,959,000 | |||||||||
AFFO applicable to diluted common shares | $ | (489,000) | $ | 12,167,000 | |||||||
FFO per diluted common share | $ | (0.04) | $ | (3.40) | |||||||
AFFO per diluted common share | $ | (0.04) | $ | 0.88 | |||||||
Weighted average number of diluted common shares (b): | |||||||||||
Common shares and equivalents | 13,718,000 | 13,717,000 | |||||||||
OP Units | — | 44,000 | |||||||||
13,718,000 | 13,761,000 |
|
|
| (b)The weighted average number of diluted common shares used |
Inflation
Prior to 2021,compute FFO and AFFO applicable to diluted common shares includes OP Units, unvested restricted stock units and unvested restricted shares/units that are excluded from the computation of diluted EPS.
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk |
One
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
|
We also have audited, in accordance with the standardsUnited States of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 10, 2022 expressed an unqualified opinion thereon.
America.
Evaluation of Real Estate for Impairment | ||||
|
|
|
|
New York, New York
2022.
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
ASSETS |
|
|
|
|
|
|
|
|
Real estate: |
|
|
|
|
|
|
|
|
Land |
| $ | 259,968,000 |
|
| $ | 284,694,000 |
|
Buildings and improvements |
|
| 1,028,556,000 |
|
|
| 1,242,784,000 |
|
|
|
| 1,288,524,000 |
|
|
| 1,527,478,000 |
|
Less accumulated depreciation |
|
| (409,742,000 | ) |
|
| (428,569,000 | ) |
Real estate, net |
|
| 878,782,000 |
|
|
| 1,098,909,000 |
|
|
|
|
|
|
|
|
|
|
Real estate held for sale |
|
| 73,251,000 |
|
|
| 9,498,000 |
|
Investment in unconsolidated joint venture |
|
| 4,654,000 |
|
|
| - |
|
Cash and cash equivalents |
|
| 3,039,000 |
|
|
| 1,637,000 |
|
Restricted cash |
|
| 230,000 |
|
|
| - |
|
Receivables |
|
| 21,868,000 |
|
|
| 21,952,000 |
|
Other assets and deferred charges, net |
|
| 35,070,000 |
|
|
| 45,255,000 |
|
TOTAL ASSETS |
| $ | 1,016,894,000 |
|
| $ | 1,177,251,000 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Mortgage loan payable |
| $ | 156,821,000 |
|
| $ | 45,385,000 |
|
Finance lease obligation |
|
| 5,314,000 |
|
|
| 5,340,000 |
|
Unsecured revolving credit facility |
|
| 66,000,000 |
|
|
| 175,000,000 |
|
Unsecured term loans |
|
| 298,903,000 |
|
|
| 398,549,000 |
|
Accounts payable and accrued liabilities |
|
| 42,099,000 |
|
|
| 56,580,000 |
|
Unamortized intangible lease liabilities |
|
| 7,789,000 |
|
|
| 8,939,000 |
|
Total liabilities |
|
| 576,926,000 |
|
|
| 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, 13,658,000 and 13,530,000 shares, issued and outstanding, respectively) |
|
| 820,000 |
|
|
| 812,000 |
|
Treasury stock (387,000 and 447,000 shares, respectively, at cost) |
|
| (13,266,000 | ) |
|
| (15,133,000 | ) |
Additional paid-in capital |
|
| 881,009,000 |
|
|
| 879,790,000 |
|
Cumulative distributions in excess of net income |
|
| (582,464,000 | ) |
|
| (522,696,000 | ) |
Accumulated other comprehensive (loss) |
|
| (8,258,000 | ) |
|
| (18,816,000 | ) |
Total Cedar Realty Trust, Inc. shareholders' equity |
|
| 437,382,000 |
|
|
| 483,498,000 |
|
Noncontrolling interests: |
|
|
|
|
|
|
|
|
Minority interests in consolidated joint ventures |
|
| - |
|
|
| 1,053,000 |
|
Limited partners' OP Units |
|
| 2,586,000 |
|
|
| 2,907,000 |
|
Total noncontrolling interests |
|
| 2,586,000 |
|
|
| 3,960,000 |
|
Total equity |
|
| 439,968,000 |
|
|
| 487,458,000 |
|
TOTAL LIABILITIES AND EQUITY |
| $ | 1,016,894,000 |
|
| $ | 1,177,251,000 |
|
|
|
|
|
|
|
|
|
|
December 31, | |||||||||||
2023 | 2022 | ||||||||||
ASSETS | |||||||||||
Real estate: | |||||||||||
Land | $ | 69,085,000 | $ | 69,111,000 | |||||||
Buildings and improvements | 299,080,000 | 294,999,000 | |||||||||
368,165,000 | 364,110,000 | ||||||||||
Less accumulated depreciation | (166,489,000) | (157,468,000) | |||||||||
Real estate, net | 201,676,000 | 206,642,000 | |||||||||
Cash and cash equivalents | 6,518,000 | 3,899,000 | |||||||||
Restricted cash | 9,390,000 | 9,564,000 | |||||||||
Receivables, net | 6,357,000 | 6,135,000 | |||||||||
Deferred costs and other assets, net | 9,141,000 | 7,924,000 | |||||||||
TOTAL ASSETS | $ | 233,082,000 | $ | 234,164,000 | |||||||
LIABILITIES AND EQUITY | |||||||||||
Loans payable, net | $ | 140,494,000 | $ | 131,462,000 | |||||||
Accounts payable, accrued expenses, and other liabilities | 8,382,000 | 10,094,000 | |||||||||
Due to Wheeler Real Estate Investment Trust, Inc. | 8,094,000 | 7,328,000 | |||||||||
Below market lease intangibles, net | 2,655,000 | 3,078,000 | |||||||||
Total liabilities | 159,625,000 | 151,962,000 | |||||||||
Commitments and contingencies (Note 10) | |||||||||||
Equity: | |||||||||||
Preferred stock | 159,541,000 | 159,541,000 | |||||||||
Common stock ($0.06 par value, 150,000,000 shares authorized, 13,718,000 shares, issued and outstanding) | 823,000 | 823,000 | |||||||||
Additional paid-in capital | 868,323,000 | 868,323,000 | |||||||||
Cumulative distributions in excess of net income | (955,230,000) | (946,485,000) | |||||||||
Total equity | 73,457,000 | 82,202,000 | |||||||||
TOTAL LIABILITIES AND EQUITY | $ | 233,082,000 | $ | 234,164,000 |
|
| Years ended December 31, |
| Years ended December 31, | |||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| ||||||||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
REVENUES | |||||||||||||||||||||
REVENUES | |||||||||||||||||||||
Rental revenues |
| $ | 126,451,000 |
|
| $ | 127,171,000 |
|
| $ | 142,719,000 |
| |||||||||
Other |
|
| 1,099,000 |
|
|
| 8,367,000 |
|
|
| 1,364,000 |
| |||||||||
Rental revenues | |||||||||||||||||||||
Rental revenues | |||||||||||||||||||||
Other revenues | |||||||||||||||||||||
Other revenues | |||||||||||||||||||||
Other revenues | |||||||||||||||||||||
Total revenues | |||||||||||||||||||||
Total revenues | |||||||||||||||||||||
Total revenues |
|
| 127,550,000 |
|
|
| 135,538,000 |
|
|
| 144,083,000 |
| |||||||||
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
EXPENSES | |||||||||||||||||||||
EXPENSES | |||||||||||||||||||||
Operating, maintenance and management | |||||||||||||||||||||
Operating, maintenance and management | |||||||||||||||||||||
Operating, maintenance and management |
|
| 26,817,000 |
|
|
| 25,545,000 |
|
|
| 27,593,000 |
| |||||||||
Real estate and other property-related taxes |
|
| 19,629,000 |
|
|
| 20,051,000 |
|
|
| 20,754,000 |
| |||||||||
General and administrative |
|
| 18,033,000 |
|
|
| 16,865,000 |
|
|
| 18,804,000 |
| |||||||||
Real estate and other property-related taxes | |||||||||||||||||||||
Real estate and other property-related taxes | |||||||||||||||||||||
Corporate general and administrative | |||||||||||||||||||||
Corporate general and administrative | |||||||||||||||||||||
Corporate general and administrative | |||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||
Depreciation and amortization |
|
| 39,454,000 |
|
|
| 48,412,000 |
|
|
| 45,861,000 |
| |||||||||
Total expenses |
|
| 103,933,000 |
|
|
| 110,873,000 |
|
|
| 113,012,000 |
| |||||||||
Total expenses | |||||||||||||||||||||
Total expenses | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
OTHER |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gain on sales |
|
| 49,904,000 |
|
|
| 4,396,000 |
|
|
| 2,942,000 |
| |||||||||
OTHER | |||||||||||||||||||||
OTHER | |||||||||||||||||||||
Gain on sale | |||||||||||||||||||||
Gain on sale | |||||||||||||||||||||
Gain on sale | |||||||||||||||||||||
Transaction costs | |||||||||||||||||||||
Transaction costs | |||||||||||||||||||||
Transaction costs | |||||||||||||||||||||
Impairment charges | |||||||||||||||||||||
Impairment charges | |||||||||||||||||||||
Impairment charges |
|
| (99,888,000 | ) |
|
| (7,607,000 | ) |
|
| (8,938,000 | ) | |||||||||
Total other |
|
| (49,984,000 | ) |
|
| (3,211,000 | ) |
|
| (5,996,000 | ) | |||||||||
Total other | |||||||||||||||||||||
Total other | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
OPERATING (LOSS) INCOME |
|
| (26,367,000 | ) |
|
| 21,454,000 |
|
|
| 25,075,000 |
| |||||||||
OPERATING INCOME (LOSS) | |||||||||||||||||||||
OPERATING INCOME (LOSS) | |||||||||||||||||||||
OPERATING INCOME (LOSS) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
NON-OPERATING INCOME AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Interest expense |
|
| (18,636,000 | ) |
|
| (21,974,000 | ) |
|
| (23,509,000 | ) | |||||||||
NON-OPERATING INCOME AND EXPENSES | |||||||||||||||||||||
NON-OPERATING INCOME AND EXPENSES | |||||||||||||||||||||
Interest expense, net | |||||||||||||||||||||
Interest expense, net | |||||||||||||||||||||
Interest expense, net | |||||||||||||||||||||
Total non-operating income and expenses | |||||||||||||||||||||
Total non-operating income and expenses | |||||||||||||||||||||
Total non-operating income and expenses |
|
| (18,636,000 | ) |
|
| (21,974,000 | ) |
|
| (23,509,000 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
NET (LOSS) INCOME |
|
| (45,003,000 | ) |
|
| (520,000 | ) |
|
| 1,566,000 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Net loss (income) attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Minority interests in consolidated joint ventures |
|
| (425,000 | ) |
|
| (618,000 | ) |
|
| (547,000 | ) | |||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | |||||||||||||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | |||||||||||||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | |||||||||||||||||||||
DISCONTINUED OPERATIONS | |||||||||||||||||||||
DISCONTINUED OPERATIONS | |||||||||||||||||||||
DISCONTINUED OPERATIONS | |||||||||||||||||||||
Income from discontinued operations | |||||||||||||||||||||
Income from discontinued operations | |||||||||||||||||||||
Income from discontinued operations | |||||||||||||||||||||
Impairment charges | |||||||||||||||||||||
Impairment charges | |||||||||||||||||||||
Impairment charges | |||||||||||||||||||||
Gain on sales | |||||||||||||||||||||
Gain on sales | |||||||||||||||||||||
Gain on sales | |||||||||||||||||||||
Total income from discontinued operations | |||||||||||||||||||||
Total income from discontinued operations | |||||||||||||||||||||
Total income from discontinued operations | |||||||||||||||||||||
NET INCOME | |||||||||||||||||||||
NET INCOME | |||||||||||||||||||||
NET INCOME | |||||||||||||||||||||
Net income attributable to noncontrolling interests: | |||||||||||||||||||||
Net income attributable to noncontrolling interests: | |||||||||||||||||||||
Net income attributable to noncontrolling interests: | |||||||||||||||||||||
Limited partners' interest in Operating Partnership |
|
| 329,000 |
|
|
| 66,000 |
|
|
| 57,000 |
| |||||||||
Total net loss (income) attributable to noncontrolling interests |
|
| (96,000 | ) |
|
| (552,000 | ) |
|
| (490,000 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. |
|
| (45,099,000 | ) |
|
| (1,072,000 | ) |
|
| 1,076,000 |
| |||||||||
Limited partners' interest in Operating Partnership | |||||||||||||||||||||
Limited partners' interest in Operating Partnership | |||||||||||||||||||||
Total net income attributable to noncontrolling interests | |||||||||||||||||||||
Total net income attributable to noncontrolling interests | |||||||||||||||||||||
Total net income attributable to noncontrolling interests | |||||||||||||||||||||
NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. | |||||||||||||||||||||
NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. | |||||||||||||||||||||
NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Preferred stock dividends |
|
| (10,752,000 | ) |
|
| (10,752,000 | ) |
|
| (10,752,000 | ) | |||||||||
Preferred stock dividends | |||||||||||||||||||||
Preferred stock dividends | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | (55,851,000 | ) |
| $ | (11,824,000 | ) |
| $ | (9,676,000 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): |
| $ | (4.24 | ) |
| $ | (0.92 | ) |
| $ | (0.78 | ) | |||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | |||||||||||||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | |||||||||||||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | |||||||||||||||||||||
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): | |||||||||||||||||||||
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): | |||||||||||||||||||||
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): | |||||||||||||||||||||
Continuing operations | |||||||||||||||||||||
Continuing operations | |||||||||||||||||||||
Continuing operations | |||||||||||||||||||||
Discontinued operations | |||||||||||||||||||||
Discontinued operations | |||||||||||||||||||||
Discontinued operations | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Weighted average number of common shares - basic and diluted |
|
| 13,213,000 |
|
|
| 13,104,000 |
|
|
| 13,082,000 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Weighted average number of common shares - basic and diluted | |||||||||||||||||||||
Weighted average number of common shares - basic and diluted |
|
| Years ended December 31, |
| |||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
| $ | (45,003,000 | ) |
| $ | (520,000 | ) |
| $ | 1,566,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on change in fair value of cash flow hedges |
|
| 10,624,000 |
|
|
| (11,878,000 | ) |
|
| (14,286,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
| (34,379,000 | ) |
|
| (12,398,000 | ) |
|
| (12,720,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to noncontrolling interests |
|
| (162,000 | ) |
|
| (481,000 | ) |
|
| (404,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to Cedar Realty Trust, Inc. |
| $ | (34,541,000 | ) |
| $ | (12,879,000 | ) |
| $ | (13,124,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, | |||||||||||||||||
2023 | 2022 | ||||||||||||||||
Net income | $ | 2,007,000 | $ | 44,163,000 | |||||||||||||
Unrealized gain on change in fair value of cash flow hedges | — | 8,321,000 | |||||||||||||||
Comprehensive income | 2,007,000 | 52,484,000 | |||||||||||||||
Comprehensive income attributable to noncontrolling interests | — | (195,000) | |||||||||||||||
Comprehensive income attributable to Cedar Realty Trust, Inc. | $ | 2,007,000 | $ | 52,289,000 |
|
| Cedar Realty Trust, Inc. Shareholders |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cumulative |
|
| Accumulated |
|
|
|
|
| Treasury stock, at cost | Additional paid-in capital | Cumulative distributions in excess of net income | Accumulated other comprehensive (income) loss | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Treasury |
|
| Additional |
|
| distributions |
|
| other |
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| Preferred stock |
|
| Common stock |
|
| stock, |
|
| paid-in |
|
| in excess of |
|
| comprehensive |
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| at cost |
|
| capital |
|
| net income |
|
| loss |
|
| Total |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2018 |
|
| 6,450,000 |
|
| $ | 159,541,000 |
|
|
| 13,702,000 |
|
| $ | 822,000 |
|
| $ | (16,572,000 | ) |
| $ | 880,169,000 |
|
| $ | (475,726,000 | ) |
| $ | 7,191,000 |
|
| $ | 555,425,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prior period adjustment - adoption of lease accounting standard |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (515,000 | ) |
|
| - |
|
|
| (515,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2018, Restated |
|
| 6,450,000 |
|
|
| 159,541,000 |
|
|
| 13,702,000 |
|
|
| 822,000 |
|
|
| (16,572,000 | ) |
|
| 880,169,000 |
|
|
| (476,241,000 | ) |
|
| 7,191,000 |
|
|
| 554,910,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,076,000 |
|
|
| — |
|
|
| 1,076,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | Net income | — | — | 44,031,000 | — | 44,031,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on change in fair value of cash flow hedges |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (14,200,000 | ) |
|
| (14,200,000 | ) | Unrealized gain on change in fair value of cash flow hedges | — | — | 8,258,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation, net |
|
| — |
|
|
| — |
|
|
| 95,000 |
|
|
| 6,000 |
|
|
| 261,000 |
|
|
| 3,862,000 |
|
|
| — |
|
|
| — |
|
|
| 4,129,000 |
| Share-based compensation, net | — | — | (103,000) | (6,000) | 13,266,000 | (12,300,000) | — | 960,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock sales, net of issuance expenses |
|
| — |
|
|
| — |
|
|
| 2,000 |
|
|
| — |
|
|
| — |
|
|
| 23,000 |
|
|
| — |
|
|
| — |
|
|
| 23,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock repurchases |
|
|
|
|
|
|
|
|
|
| (311,000 | ) |
|
| (19,000 | ) |
|
| — |
|
|
| (6,825,000 | ) |
|
| — |
|
|
| — |
|
|
| (6,844,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of OP Units | Purchase of OP Units | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividends |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,752,000 | ) |
|
| — |
|
|
| (10,752,000 | ) | Preferred stock dividends | — | — | (10,752,000) | — | (10,752,000) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions to common shareholders/noncontrolling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (17,808,000 | ) |
|
| — |
|
|
| (17,808,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of OP Units |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reallocation adjustment of limited partners' interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 27,000 |
|
|
| — |
|
|
| — |
|
|
| 27,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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) income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,072,000 | ) |
|
| — |
|
|
| (1,072,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized (loss) on change in fair value of cash flow hedges |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (11,807,000 | ) |
|
| (11,807,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation, net |
|
| — |
|
|
| — |
|
|
| 40,000 |
|
|
| 3,000 |
|
|
| 1,178,000 |
|
|
| 2,528,000 |
|
|
| — |
|
|
| — |
|
|
| 3,709,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock sales, net of issuance expenses |
|
| — |
|
|
| — |
|
|
| 2,000 |
|
|
| — |
|
|
| — |
|
|
| 13,000 |
|
|
| — |
|
|
| — |
|
|
| 13,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividends |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,752,000 | ) |
|
| — |
|
|
| (10,752,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of minority interests | Acquisition of minority interests | — | — | (1,000,000) | — | (1,000,000) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions to common shareholders/noncontrolling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7,147,000 | ) |
|
| — |
|
|
| (7,147,000 | ) | Distributions to common shareholders/noncontrolling interests | — | — | (397,300,000) | — | (397,300,000) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reallocation adjustment of limited partners' interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7,000 | ) |
|
| — |
|
|
| — |
|
|
| (7,000 | ) | Reallocation adjustment of limited partners' interest | — | — | 622,000 | — | 622,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 (loss) income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (45,099,000 | ) |
|
| — |
|
|
| (45,099,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on change in fair value of cash flow hedges |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,558,000 |
|
|
| 10,558,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation, net |
|
| — |
|
|
| — |
|
|
| 128,000 |
|
|
| 8,000 |
|
|
| 1,867,000 |
|
|
| (17,000 | ) |
|
| — |
|
|
| — |
|
|
| 1,858,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock sales, net of issuance expenses |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,000 |
|
|
| — |
|
|
| — |
|
|
| 4,000 |
| Common stock sales, net of issuance expenses | — | — | 1,000 | — | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuance | Common stock issuance | — | — | 114,000 | 7,000 | — | (7,000) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock repurchases | Common stock repurchases | — | — | (13,669,000) | (821,000) | — | 821,000 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued to Wheeler Real Estate Investment Trust, Inc. | Common stock issued to Wheeler Real Estate Investment Trust, Inc. | — | — | 13,718,000 | 823,000 | — | (823,000) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividends |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,752,000 | ) |
|
| — |
|
|
| (10,752,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions to common shareholders/noncontrolling interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,917,000 | ) |
|
| — |
|
|
| (3,917,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reallocation adjustment of limited partners' interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 30,000 |
|
|
| — |
|
|
| — |
|
|
| 30,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of OP Units to shares |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of minority interests |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,202,000 |
|
|
| — |
|
|
| — |
|
|
| 1,202,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 |
|
| 6,450,000 |
|
| $ | 159,541,000 |
|
|
| 13,658,000 |
|
| $ | 820,000 |
|
| $ | (13,266,000 | ) |
| $ | 881,009,000 |
|
| $ | (582,464,000 | ) |
| $ | (8,258,000 | ) |
| $ | 437,382,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2023 |
2022
|
| Noncontrolling Interests |
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||
|
| Minority |
|
| Limited |
|
|
|
|
|
|
|
|
| Noncontrolling Interests | |||||||||||||||||||||||||||||||||
|
| interest in |
|
| partners' |
|
|
|
|
|
|
|
|
| Minority interests in consolidated joint ventures | Limited partners' interest in Operating Partnership | Total | Total equity | ||||||||||||||||||||||||||||||
|
| consolidated |
|
| interest in |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
| joint |
|
| Operating |
|
|
|
|
|
| Total |
| |||||||||||||||||||||||||||||||||||
|
| ventures |
|
| Partnership |
|
| Total |
|
| Equity |
| ||||||||||||||||||||||||||||||||||||
Balance, December 31, 2018 |
| $ | (112,000 | ) |
| $ | 3,403,000 |
|
| $ | 3,291,000 |
|
| $ | 558,716,000 |
| ||||||||||||||||||||||||||||||||
Prior period adjustment - adoption of lease accounting standard |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (515,000 | ) | ||||||||||||||||||||||||||||||||
Balance, December 31, 2018, Restated |
|
| (112,000 | ) |
|
| 3,403,000 |
|
|
| 3,291,000 |
|
|
| 558,201,000 |
| ||||||||||||||||||||||||||||||||
Net income (loss) |
|
| 547,000 |
|
|
| (57,000 | ) |
|
| 490,000 |
|
|
| 1,566,000 |
| ||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on change in fair value of cash flow hedges |
|
| — |
|
|
| (86,000 | ) |
|
| (86,000 | ) |
|
| (14,286,000 | ) | ||||||||||||||||||||||||||||||||
Share-based compensation, net |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,129,000 |
| ||||||||||||||||||||||||||||||||
Common stock sales, net of issuance expenses |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 23,000 |
| ||||||||||||||||||||||||||||||||
Common stock repurchases |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (6,844,000 | ) | ||||||||||||||||||||||||||||||||
Purchase of OP Units | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividends |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,752,000 | ) | ||||||||||||||||||||||||||||||||
Distributions to common shareholders/noncontrolling interests |
|
| — |
|
|
| (111,000 | ) |
|
| (111,000 | ) |
|
| (17,919,000 | ) | ||||||||||||||||||||||||||||||||
Redemption of OP Units |
|
| — |
|
|
| (43,000 | ) |
|
| (43,000 | ) |
|
| (43,000 | ) | ||||||||||||||||||||||||||||||||
Reallocation adjustment of limited partners' interest |
|
| — |
|
|
| (27,000 | ) |
|
| (27,000 | ) |
|
| — |
| ||||||||||||||||||||||||||||||||
Balance, December 31, 2019 |
|
| 435,000 |
|
|
| 3,079,000 |
|
|
| 3,514,000 |
|
|
| 514,075,000 |
| ||||||||||||||||||||||||||||||||
Net (loss) income |
|
| 618,000 |
|
|
| (66,000 | ) |
|
| 552,000 |
|
|
| (520,000 | ) | ||||||||||||||||||||||||||||||||
Unrealized (loss) on change in fair value of cash flow hedges |
|
| — |
|
|
| (71,000 | ) |
|
| (71,000 | ) |
|
| (11,878,000 | ) | ||||||||||||||||||||||||||||||||
Share-based compensation, net |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,709,000 |
| ||||||||||||||||||||||||||||||||
Common stock sales, net of issuance expenses |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 13,000 |
| ||||||||||||||||||||||||||||||||
Preferred stock dividends |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,752,000 | ) | ||||||||||||||||||||||||||||||||
Acquisition of minority interests | ||||||||||||||||||||||||||||||||||||||||||||||||
Distributions to common shareholders/noncontrolling interests |
|
| — |
|
|
| (42,000 | ) |
|
| (42,000 | ) |
|
| (7,189,000 | ) | ||||||||||||||||||||||||||||||||
Reallocation adjustment of limited partners' interest |
|
| — |
|
|
| 7,000 |
|
|
| 7,000 |
|
|
| — |
| ||||||||||||||||||||||||||||||||
Balance, December 31, 2020 |
|
| 1,053,000 |
|
|
| 2,907,000 |
|
|
| 3,960,000 |
|
|
| 487,458,000 |
| ||||||||||||||||||||||||||||||||
Net (loss) income |
|
| 425,000 |
|
|
| (329,000 | ) |
|
| 96,000 |
|
|
| (45,003,000 | ) | ||||||||||||||||||||||||||||||||
Unrealized gain on change in fair value of cash flow hedges |
|
| — |
|
|
| 66,000 |
|
|
| 66,000 |
|
|
| 10,624,000 |
| ||||||||||||||||||||||||||||||||
Share-based compensation, net |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,858,000 |
| ||||||||||||||||||||||||||||||||
Common stock sales, net of issuance expenses |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,000 |
| ||||||||||||||||||||||||||||||||
Common stock issuance | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock repurchases | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued to Wheeler Real Estate Investment Trust, Inc. | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividends |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,752,000 | ) | ||||||||||||||||||||||||||||||||
Distributions to common shareholders/noncontrolling interests |
|
| — |
|
|
| (20,000 | ) |
|
| (20,000 | ) |
|
| (3,937,000 | ) | ||||||||||||||||||||||||||||||||
Reallocation adjustment of limited partners' interest |
|
| — |
|
|
| (30,000 | ) |
|
| (30,000 | ) |
|
| — |
| ||||||||||||||||||||||||||||||||
Conversion of OP Units to shares |
|
| — |
|
|
| (8,000 | ) |
|
| (8,000 | ) |
|
| (8,000 | ) | ||||||||||||||||||||||||||||||||
Acquisition of minority interests |
|
| (1,478,000 | ) |
|
| — |
|
|
| (1,478,000 | ) |
|
| (276,000 | ) | ||||||||||||||||||||||||||||||||
Balance, December 31, 2021 |
| $ | - |
|
| $ | 2,586,000 |
|
| $ | 2,586,000 |
|
| $ | 439,968,000 |
| ||||||||||||||||||||||||||||||||
Balance, December 31, 2023 |
|
| Years ended December 31, |
| Years ended December 31, | |||||||||||||||||
|
|
| 2021 |
|
|
| 2020 |
|
|
| 2019 |
| |||||||||
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Net (loss) income |
| $ | (45,003,000 | ) |
| $ | (520,000 | ) |
| $ | 1,566,000 |
| |||||||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
Net income | |||||||||||||||||||||
Net income | |||||||||||||||||||||
Net income | |||||||||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||
Gain on sales | |||||||||||||||||||||
Gain on sales | |||||||||||||||||||||
Gain on sales |
|
| (49,904,000 | ) |
|
| (4,396,000 | ) |
|
| (2,942,000 | ) | |||||||||
Impairment charges |
|
| 99,888,000 |
|
|
| 7,607,000 |
|
|
| 8,938,000 |
| |||||||||
Impairment charges | |||||||||||||||||||||
Impairment charges | |||||||||||||||||||||
Straight-line rents and expenses, net |
|
| (161,000 | ) |
|
| 1,279,000 |
|
|
| (265,000 | ) | |||||||||
Provision for doubtful accounts |
|
| 1,114,000 |
|
|
| 1,478,000 |
|
|
| 412,000 |
| |||||||||
Straight-line rents and expenses, net | |||||||||||||||||||||
Straight-line rents and expenses, net | |||||||||||||||||||||
Credit adjustments on operating lease receivables | |||||||||||||||||||||
Credit adjustments on operating lease receivables | |||||||||||||||||||||
Credit adjustments on operating lease receivables | |||||||||||||||||||||
Depreciation and amortization |
|
| 39,454,000 |
|
|
| 48,412,000 |
|
|
| 45,861,000 |
| |||||||||
Amortization of intangible lease liabilities, net |
|
| (1,074,000 | ) |
|
| (1,373,000 | ) |
|
| (2,827,000 | ) | |||||||||
Depreciation and amortization | |||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||
Above (below) market lease amortization, net | |||||||||||||||||||||
Above (below) market lease amortization, net | |||||||||||||||||||||
Above (below) market lease amortization, net | |||||||||||||||||||||
Expense relating to share-based compensation, net | |||||||||||||||||||||
Expense relating to share-based compensation, net | |||||||||||||||||||||
Expense relating to share-based compensation, net |
|
| 3,043,000 |
|
|
| 3,723,000 |
|
|
| 4,117,000 |
| |||||||||
Amortization of deferred financing costs |
|
| 1,360,000 |
|
|
| 1,331,000 |
|
|
| 1,286,000 |
| |||||||||
Amortization of deferred financing costs | |||||||||||||||||||||
Amortization of deferred financing costs | |||||||||||||||||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Rents and other receivables |
|
| (1,266,000 | ) |
|
| (2,811,000 | ) |
|
| (812,000 | ) | |||||||||
Prepaid expenses and other |
|
| (2,709,000 | ) |
|
| (9,216,000 | ) |
|
| (3,037,000 | ) | |||||||||
Accounts payable and accrued liabilities |
|
| 220,000 |
|
|
| (2,934,000 | ) |
|
| 1,378,000 |
| |||||||||
Net cash provided by operating activities |
|
| 44,962,000 |
|
|
| 42,580,000 |
|
|
| 53,675,000 |
| |||||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||||||||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||||||||||||
Receivables, net | |||||||||||||||||||||
Receivables, net | |||||||||||||||||||||
Receivables, net | |||||||||||||||||||||
Deferred costs and other assets, net | |||||||||||||||||||||
Deferred costs and other assets, net | |||||||||||||||||||||
Deferred costs and other assets, net | |||||||||||||||||||||
Accounts payable, accrued expenses, and other liabilities | |||||||||||||||||||||
Accounts payable, accrued expenses, and other liabilities | |||||||||||||||||||||
Accounts payable, accrued expenses, and other liabilities | |||||||||||||||||||||
Net cash provided by (used in) operating activities | |||||||||||||||||||||
Net cash provided by (used in) operating activities | |||||||||||||||||||||
Net cash provided by (used in) operating activities | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
Expenditures for real estate improvements | |||||||||||||||||||||
Expenditures for real estate improvements | |||||||||||||||||||||
Expenditures for real estate improvements |
|
| (28,309,000 | ) |
|
| (39,551,000 | ) |
|
| (31,910,000 | ) | |||||||||
Net proceeds from sales of real estate |
|
| 104,497,000 |
|
|
| 21,182,000 |
|
|
| 18,651,000 |
| |||||||||
Net proceeds from sales of real estate | |||||||||||||||||||||
Net proceeds from sales of real estate | |||||||||||||||||||||
Contributions to unconsolidated joint venture |
|
| (4,654,000 | ) |
|
| — |
|
|
| — |
| |||||||||
Acquisition of real estate |
|
| — |
|
|
| — |
|
|
| (9,083,000 | ) | |||||||||
Net cash provided by (used in) investing activities |
|
| 71,534,000 |
|
|
| (18,369,000 | ) |
|
| (22,342,000 | ) | |||||||||
Contributions to unconsolidated joint venture | |||||||||||||||||||||
Contributions to unconsolidated joint venture | |||||||||||||||||||||
Net cash (used in) provided by investing activities | |||||||||||||||||||||
Net cash (used in) provided by investing activities | |||||||||||||||||||||
Net cash (used in) provided by investing activities | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
Repayments under revolving credit facility | |||||||||||||||||||||
Repayments under revolving credit facility | |||||||||||||||||||||
Repayments under revolving credit facility |
|
| (188,000,000 | ) |
|
| (104,000,000 | ) |
|
| (21,000,000 | ) | |||||||||
Advances under revolving credit facility |
|
| 79,000,000 |
|
|
| 173,000,000 |
|
|
| 27,000,000 |
| |||||||||
Repayment under term loan |
|
| (100,000,000 | ) |
|
| (75,000,000 | ) |
|
| — |
| |||||||||
Termination payment related to interest rate swap |
|
| (503,000 | ) |
|
| — |
|
|
| — |
| |||||||||
Advances under revolving credit facility | |||||||||||||||||||||
Advances under revolving credit facility | |||||||||||||||||||||
Repayment of term note | |||||||||||||||||||||
Repayment of term note | |||||||||||||||||||||
Repayment of term note | |||||||||||||||||||||
Proceeds (termination payment) related to interest rate swap | |||||||||||||||||||||
Proceeds (termination payment) related to interest rate swap | |||||||||||||||||||||
Proceeds (termination payment) related to interest rate swap | |||||||||||||||||||||
Mortgage proceeds | |||||||||||||||||||||
Mortgage proceeds | |||||||||||||||||||||
Mortgage proceeds |
|
| 114,000,000 |
|
|
| — |
|
|
| — |
| |||||||||
Mortgage repayments |
|
| (1,110,000 | ) |
|
| (1,067,000 | ) |
|
| (1,027,000 | ) | |||||||||
Payments of debt financing costs |
|
| (3,278,000 | ) |
|
| (326,000 | ) |
|
| — |
| |||||||||
Mortgage repayments | |||||||||||||||||||||
Mortgage repayments | |||||||||||||||||||||
Payments of deferred financing costs | |||||||||||||||||||||
Payments of deferred financing costs | |||||||||||||||||||||
Payments of deferred financing costs | |||||||||||||||||||||
Noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Purchase of minority interest |
|
| (276,000 | ) |
|
| — |
|
|
| — |
| |||||||||
Noncontrolling interests: | |||||||||||||||||||||
Noncontrolling interests: | |||||||||||||||||||||
Distributions to limited partners |
|
| (20,000 | ) |
|
| (42,000 | ) |
|
| (111,000 | ) | |||||||||
Distributions to limited partners | |||||||||||||||||||||
Distributions to limited partners | |||||||||||||||||||||
Acquisition of joint venture minority interest share | |||||||||||||||||||||
Acquisition of joint venture minority interest share | |||||||||||||||||||||
Acquisition of joint venture minority interest share | |||||||||||||||||||||
Redemption of OP units |
|
| (8,000 | ) |
|
| — |
|
|
| (43,000 | ) | |||||||||
Common stock sales less issuance expenses, net |
|
| — |
|
|
| 13,000 |
|
|
| 22,000 |
| |||||||||
Common stock repurchases |
|
| — |
|
|
| — |
|
|
| (6,844,000 | ) | |||||||||
Redemption of OP units | |||||||||||||||||||||
Redemption of OP units | |||||||||||||||||||||
Preferred stock dividends | |||||||||||||||||||||
Preferred stock dividends | |||||||||||||||||||||
Preferred stock dividends |
|
| (10,752,000 | ) |
|
| (10,752,000 | ) |
|
| (10,752,000 | ) | |||||||||
Distributions to common shareholders |
|
| (3,917,000 | ) |
|
| (7,147,000 | ) |
|
| (17,808,000 | ) | |||||||||
Distributions to common shareholders | |||||||||||||||||||||
Distributions to common shareholders | |||||||||||||||||||||
Net cash used in financing activities | |||||||||||||||||||||
Net cash used in financing activities | |||||||||||||||||||||
Net cash used in financing activities |
|
| (114,864,000 | ) |
|
| (25,321,000 | ) |
|
| (30,563,000 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
| 1,632,000 |
|
|
| (1,110,000 | ) |
|
| 770,000 |
| |||||||||
Cash, cash equivalents and restricted cash at beginning of period |
|
| 1,637,000 |
|
|
| 2,747,000 |
|
|
| 1,977,000 |
| |||||||||
Cash, cash equivalents and restricted cash at end of period |
| $ | 3,269,000 |
|
| $ | 1,637,000 |
|
| $ | 2,747,000 |
| |||||||||
Net increase in cash, cash equivalents and restricted cash | |||||||||||||||||||||
Net increase in cash, cash equivalents and restricted cash | |||||||||||||||||||||
Net increase in cash, cash equivalents and restricted cash | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of year | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of year | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of year | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at end of year | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at end of year | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at end of year | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Reconciliation to consolidated balance sheets: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Reconciliation to consolidated balance sheets: | |||||||||||||||||||||
Reconciliation to consolidated balance sheets: | |||||||||||||||||||||
Cash and cash equivalents | |||||||||||||||||||||
Cash and cash equivalents | |||||||||||||||||||||
Cash and cash equivalents |
| $ | 3,039,000 |
|
| $ | 1,637,000 |
|
| $ | 2,747,000 |
| |||||||||
Restricted cash |
|
| 230,000 |
|
|
| — |
|
|
| — |
| |||||||||
Restricted cash | |||||||||||||||||||||
Restricted cash | |||||||||||||||||||||
Cash, cash equivalents and restricted cash |
| $ | 3,269,000 |
|
| $ | 1,637,000 |
|
| $ | 2,747,000 |
| |||||||||
Cash, cash equivalents and restricted cash | |||||||||||||||||||||
Cash, cash equivalents and restricted cash |
See
50
Cedar Realty Trust, Inc. (the "Company")
Cedar Realty Trustare located in Pennsylvania, four in Massachusetts, three in Connecticut, three in New Jersey, one in Maryland and one in Virginia.
Reverse Stock Split
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 accounting principles generally accepted in the United States (“GAAP”), all shares of common stock, restricted stock units, OP Units and per share/unit information that are presented in this Form 10-K were adjusted to reflect the reverse split on a retroactive basis for all periods presented.
The Financial Accounting Standards Board (“FASB”) issued guidance which amended the consolidation requirements, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under the analysis, limited
51
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
impact impacted the performance of the joint venture. At December 31, 2021, this VIE owned real estate with a carrying value of $36.2 million and 0 mortgage loan payable.
See Note 3, Real Estate, for additional details.
52
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
expenditures, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value.
is expected within one year.
days.
Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs and tenant security deposits.
|
|
•Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
|
|
53
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
Management has determined that
In November 2018, the FASB clarified the existing accounting treatment relating to receivables arising from operating leases, stating that such receivables are not within the scope of the expected credit loss standard and that impairment of receivables arising from operating leases should be accounted for in accordance with the recently-adopted lease accounting standard. This required the Company asrecords losses related to unrecovered intangibles and other assets.
54
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
The
The 2017 Plan was terminated in connection with the Merger.
|
| Years ended December 31, |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||
Years ended December 31, | |||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||
2023 | |||||||||||||||||||||||
Supplemental disclosure of cash activities: | |||||||||||||||||||||||
Supplemental disclosure of cash activities: | |||||||||||||||||||||||
Supplemental disclosure of cash activities: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Cash paid for interest |
| $ | 20,219,000 |
|
| $ | 23,208,000 |
|
| $ | 23,859,000 |
| |||||||||||
Cash paid for interest | |||||||||||||||||||||||
Cash paid for interest | |||||||||||||||||||||||
Supplemental disclosure of non-cash activities: | |||||||||||||||||||||||
Supplemental disclosure of non-cash activities: | |||||||||||||||||||||||
Supplemental disclosure of non-cash activities: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Capitalization of interest and financing costs |
|
| 3,399,000 |
|
|
| 2,674,000 |
|
|
| 1,649,000 |
| |||||||||||
Buildings and improvements included in accounts payable and accrued liabilities |
|
| 871,000 |
|
|
| 2,976,000 |
|
|
| 3,669,000 |
| |||||||||||
Recognition of right-of-use assets and related lease liabilities |
|
| — |
|
|
| 703,000 |
|
|
| 13,778,000 |
| |||||||||||
Capitalization of interest and financing costs | |||||||||||||||||||||||
Capitalization of interest and financing costs | |||||||||||||||||||||||
Buildings and improvements included in accounts payable, accrued expenses, and other liabilities | |||||||||||||||||||||||
Buildings and improvements included in accounts payable, accrued expenses, and other liabilities | |||||||||||||||||||||||
Buildings and improvements included in accounts payable, accrued expenses, and other liabilities | |||||||||||||||||||||||
Payoff of mortgages through mortgage assumptions | |||||||||||||||||||||||
Payoff of mortgages through mortgage assumptions | |||||||||||||||||||||||
Payoff of mortgages through mortgage assumptions |
55
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
consolidated balance sheet as of January 1, 2019. In the event the Company modifies existing ground leases or enters into new ground leases after adoption of the new standard, such leases may be classified as finance leases. Additionally, the guidance requires that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under this guidance, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. During 2019, the Company expensed $2.8 million of leasing costs which would have previously been capitalized.
The FASB provided lessors with a practical expedient, elected by class of underlying asset, to account for lease and non-lease components as a single lease component if certain criteria are met. Lessors that make these elections are required to provide additional disclosures. The FASB provided an additional (and optional) transition method that allows entities to initially apply the guidance at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company applied both these practical expedients upon adoption. The practical expedient allowed the Company to not separate expenses reimbursed by customers from the associated rental revenue if certain criteria were met. The Company assessed these criteria and concluded that the timing and pattern of transfer for rental revenue and the associated rental expense recoveries are the same and, as the leases qualify as operating leases, the Company accounted for and presented rents and expense recoveries as a single component under rental revenues in the consolidated statement of operations for 2019.
In November 2018, the FASB clarified the existing accounting treatment relating to receivables arising from operating leases, stating that such receivables are not within the scope of the expected credit loss standard and that impairment of receivables arising from operating leases should be accounted for in accordance with the recently-adopted lease accounting standard. This required the Company to review its existing lease portfolio to determine if all future lease payments are probable of collection and, if the Company determined that all future lease payments are not probable of collection, the Company will account for these leases on a cash basis. This required that all amounts that were historically recorded as bad debt expense, and previously included in operating expenses in the Company’s consolidated statement of operations, now be recorded as a direct reduction of rental revenues. As permitted by the standard upon adoption, the Company recorded a $0.5 million prior-period adjustment to opening equity which the Company has reflected in the consolidated statement of equity for 2019.
In June 2016, the FASB issued guidance which enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better calculate credit loss estimates. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, including accounts receivable, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. The guidance will require that the Company estimatecontinue to disclose existing segment information required by FASB Accounting Standards Codification Topic 280, as well as significant segment expenses and other segment items that are regularly provided to the lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected.chief operating decision maker ("CODM"). The Company will also be required to disclose information aboutthe title and position of the CODM and how it developed the allowances, including changesCODM uses reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The guidance will be effective for the Company's fiscal year beginning on January 1, 2024 and interim periods within the Company's fiscal year beginning on January 1, 2025. The Company is currently in the factors that influenced the Company’s estimateprocess of expected credit losses and the reasons for those changes. The guidance was effective January 1, 2020, andevaluating the guidance, didbut does not believe it will have a material effect on the Company’sCompany's consolidated financial statements.
In April 2020,
During 2021 and 2020, 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.
56
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
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. During 2020 and 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, during 2020 and 2021, the Company has entered into agreements that waived approximately $2.4 million of rent.
cash flows.
On March 2, 2022, the Company announced that following its previously announced dual-track review of strategic alternatives, the Company has entered into definitive agreements that will result in the sale of the Company and its assets in a series of related all-cash transactions. The Company (1) entered into an agreement to sell a portfolio of 33 grocery-anchored shopping centers for $840.0 million, (2) entered into an agreement to sell the Revelry redevelopment project for $34.0 million, (3) is negotiating a contract for the sale of the Northeast Heights redevelopment project for $46.5 million and (4) entered into an agreement to sell the Company and its remaining assets for $291.3 million. The acquirer of the portfolio of 33 grocery-anchored shopping centers has agreed to backstop the two redevelopment transactions at the aggregate price of $80.5 million if they do not close before the closing of the shopping center portfolio transaction. The contracts to sell the 33 grocery-anchored shopping centers and to sell the Company and its remaining assets require shareholder approval.
As part of the dual-track strategic alternatives process, the Company has determined that certain of the Company’s operating properties would be sold significantly prior to the end of their previously estimated hold periods. The Company recorded $101.7 million in impairment charges, of which $83.2 million relate to assets held for use and $18.5 million relate to assets held for sale. These impairment charges have been included in continuing operations in the accompanying consolidated statements of operations.
The Joint Venture currently estimates that the space will be delivered during the end of the fourth quarter 2022. Upon completion of the building, DGS 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,Crossroads II joint venture for an aggregate total annual rent of approximately $13.5$1.0 million. The lease provides for a free rent periodCompany's ownership interest in Crossroads II was included in the Grocery-Anchored Portfolio Sale that occurred on July 7, 2022.
improvement allowance between2023
Real estate activity for 2021 and 2020 is composed of the following:
|
| Years ended December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Cost |
|
|
|
|
|
|
|
|
Balance, beginning of year |
| $ | 1,527,478,000 |
|
| $ | 1,515,206,000 |
|
Properties transferred to held for sale |
|
| (184,639,000 | ) |
|
| (22,512,000 | ) |
Outparcel dispositions |
|
| (387,000 | ) |
|
| (840,000 | ) |
Property impairments |
|
| (83,224,000 | ) |
|
| — |
|
Improvements and betterments |
|
| 29,296,000 |
|
|
| 35,624,000 |
|
Balance, end of the year |
| $ | 1,288,524,000 |
|
| $ | 1,527,478,000 |
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
Balance, beginning of the year |
| $ | 428,569,000 |
|
| $ | 389,861,000 |
|
Properties transferred held for sale |
|
| (55,165,000 | ) |
|
| (3,947,000 | ) |
Outparcel dispositions |
|
| — |
|
|
| (90,000 | ) |
Depreciation expense |
|
| 36,338,000 |
|
|
| 42,745,000 |
|
Balance, end of the year |
| $ | 409,742,000 |
|
| $ | 428,569,000 |
|
|
|
|
|
|
|
|
|
|
Net book value |
| $ | 878,782,000 |
|
| $ | 1,098,909,000 |
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021, certain properties were pledged as collateral for a mortgage loan payable. See Note 8 - “Mortgage Loans Payable and Credit Facilities”.
2021 Acquisition
On October 14, 2021, the Company purchased the 60% minority ownership in the San Souci Plaza joint venture, located in California, Maryland. The purchase price for the minority ownership was $0.3 million.
2019 Acquisition
On June 19, 2019, the Company purchased Girard Plaza, a shopping center adjacent to its South Philadelphia property, located in Philadelphia, Pennsylvania. The purchase price for the property was $8.5 million, which has been allocated to real estate assets and liabilities.
58
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
Dispositions
During 2021, 2020 and 2019,2022, the Company sold the properties listed below:
|
|
|
|
|
|
|
|
|
| Gain on Sale/ |
| |
|
|
|
| Date |
| Sales |
|
| Reversal of |
| ||
Property |
| Location |
| Sold |
| Price |
|
| Impairment |
| ||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Kempsville Crossing (land parcel) |
| Virginia Beach, VA |
| 2/24/2021 |
| $ | 1,300,000 |
|
| $ | 1,047,000 |
|
The Commons |
| Dubois, PA |
| 5/5/2021 |
|
| 9,761,000 |
|
|
| 1,849,000 |
|
Camp Hill Shopping Center |
| Camp Hill, PA |
| 6/21/2021 |
|
| 89,662,500 |
|
|
| 48,857,000 |
|
|
|
|
|
|
| $ | 100,723,500 |
|
| $ | 51,753,000 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
Metro Square |
| Owings Mills, MD |
| 7/9/2020 |
| $ | 4,288,000 |
|
| $ | - |
|
Oakland Mills outparcel building |
| Columbia, MD |
| 9/17/2020 |
|
| 1,050,000 |
|
|
| 643,000 |
|
Glen Allen Shopping Center |
| Glen Allen, VA |
| 10/8/2020 |
|
| 8,540,000 |
|
|
| 1,780,000 |
|
Pine Grove Plaza outparcel building |
| Brown Mills, NJ |
| 11/2/2020 |
|
| 1,100,000 |
|
|
| 565,000 |
|
Suffolk Plaza |
| Suffolk, VA |
| 12/10/2020 |
|
| 6,950,000 |
|
|
| 1,408,000 |
|
|
|
|
|
|
| $ | 21,928,000 |
|
| $ | 4,396,000 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Maxatawny Marketplace |
| Maxatawny, PA |
| 2/15/2019 |
| $ | 10,330,000 |
|
| $ | 101,000 |
|
Fort Washington Center |
| Fort Washington, PA |
| 6/26/2019 |
|
| 9,048,000 |
|
|
| 2,841,000 |
|
|
|
|
|
|
| $ | 19,378,000 |
|
| $ | 2,942,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | Location | Date Sold | Sales Price | Gain on Sale/ Impairment | ||||||||||||||||||||||
2023 | ||||||||||||||||||||||||||
Carll's Corner outparcel building | Bridgeton, NJ | 7/11/2023 | $ | 3,000,000 | $ | 2,662,000 | ||||||||||||||||||||
2022 | ||||||||||||||||||||||||||
Riverview Plaza | Philadelphia, PA | 5/16/2022 | $ | 34,000,000 | $ | (361,000) | ||||||||||||||||||||
The Company recorded impairment charges
Real Estate Held for
As of December 31, 2021, Carll’s Corner, located in Bridgeton, New Jersey, Riverview Plaza, located in Philadelphia, Pennsylvania, and the East River Park and Senator Square both locatedredevelopment asset sales for total gross proceeds of approximately $879 million, including the assumed debt. The assets sold in Washington, D.C., have beenthese transactions were:
Property Name | Location | Property Name | Location | |||||||||||||||||
Academy Plaza | Philadelphia, PA | New London Mall | New London, CT | |||||||||||||||||
Bethel Shopping Center | Bethel, CT | Newport Plaza | Newport, PA | |||||||||||||||||
Carmans Plaza | Massapequa, NY | Northside Commons | Campbelltown, PA | |||||||||||||||||
Christina Crossing | Wilmington, DE | Norwood Shopping Center | Norwood, MA | |||||||||||||||||
Colonial Commons | Harrisburg, PA | Oak Ridge Shopping Center | Suffolk, VA | |||||||||||||||||
Crossroads II | Bartonsville, PA | Oakland Mills | Columbia, MD | |||||||||||||||||
East River Park | Washington, DC | Palmyra Shopping Center | Palmyra, PA | |||||||||||||||||
Elmhurst Square | Portsmouth, VA | Quartermaster Plaza | Philadelphia, PA | |||||||||||||||||
Fishtown Crossing | Philadelphia, PA | Senator Square | Washington, DC | |||||||||||||||||
Franklin Village Plaza | Franklin, MA | Shoppes at Arts District | Hyattsville, MD | |||||||||||||||||
General Booth Plaza | Virginia Beach, VA | Swede Square | E. Norriton Township, PA | |||||||||||||||||
Girard Plaza | Philadelphia, PA | The Point | Harrisburg, PA | |||||||||||||||||
Groton Shopping Center | Groton, CT | The Shops as Bloomfield Station | Bloomfield, NJ | |||||||||||||||||
Halifax Plaza | Halifax, PA | The Shops at Suffolk Downs | Revere, MA | |||||||||||||||||
Jordan Lane | Wethersfield, PA | Trexlertown Plaza | Trexlertown, PA | |||||||||||||||||
Kempsville Crossing | Virginia Beach, VA | Valley Plaza | Hagerstown, MD | |||||||||||||||||
Lawndale Plaza | Philadelphia, PA | Yorktowne Plaza | Cockeysville, MD | |||||||||||||||||
Meadows Marketplace | Hummelstown, PA |
During 2021, the Company recordedresults of their operations were classified as discontinued operations in 2022.
Years ended December 31, | |||||||||||||||||
2023 | 2022 | ||||||||||||||||
REVENUES | |||||||||||||||||
Rental revenues | $ | — | $ | 44,130,000 | |||||||||||||
Other revenues | — | 184,000 | |||||||||||||||
Total revenues | — | 44,314,000 | |||||||||||||||
EXPENSES | |||||||||||||||||
Operating, maintenance and management | — | 9,557,000 | |||||||||||||||
Real estate and other property-related taxes | — | 6,749,000 | |||||||||||||||
Corporate general and administrative | — | 469,000 | |||||||||||||||
Depreciation and amortization | — | 9,726,000 | |||||||||||||||
Total expenses | — | 26,501,000 | |||||||||||||||
OPERATING INCOME | — | 17,813,000 | |||||||||||||||
NON-OPERATING INCOME AND EXPENSES | |||||||||||||||||
Interest expense, net | — | (3,511,000) | |||||||||||||||
Total non-operating income and expenses | — | (3,511,000) | |||||||||||||||
INCOME FROM DISCONTINUED OPERATIONS | — | 14,302,000 | |||||||||||||||
Impairment charges | — | (16,629,000) | |||||||||||||||
Gain on sales | — | 125,500,000 | |||||||||||||||
TOTAL INCOME FROM DISCONTINUED OPERATIONS | $ | — | $ | 123,173,000 |
59
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
Company’s unsecured revolving credit facility andsecured term loans, approximated the carrying values. In addition, the fair values of the Company’s mortgage note receivable and finance lease obligation, which were determined to be Level 3 within the valuation hierarchy, approximated theirwas $131.4 million and $131.8 million, respectively, and the carrying values as of December 31, 2021 and December 31, 2020, respectively.
The valuation of the 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 user-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 December 31, 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 agreementssuch loans, was $140.5 million 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”.
$131.5 million, respectively.
The following tables show
|
| December 31, 2021 |
| |||||||||||||
Description |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Investments related to deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
compensation liabilities (a) |
| $ | 955,000 |
|
| $ | — |
|
| $ | — |
|
| $ | 955,000 |
|
Deferred compensation liabilities (b) |
| $ | 982,000 |
|
| $ | — |
|
| $ | — |
|
| $ | 982,000 |
|
Interest rate swaps liability (b) |
| $ | — |
|
| $ | 8,232,000 |
|
| $ | — |
|
| $ | 8,232,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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. |
|
In connection with the dual-track strategic alternatives process, it was determined that certain of the Company’s operating properties would be sold significantly prior to the end of their previously estimated hold periods. As of December 31, 2021,2022, the Company testedrecorded impairments of $9.4 million related to Riverview Plaza, located in Philadelphia, Pennsylvania, which was sold that same year, and the recoverabilityCompany's then-investment in the unconsolidated joint venture and the then-note receivable associated with Senator Square located in Washington D.C., both of real estate held for use and, as a result ofwhich assets were sold in the carrying amount of the assets not being deemed recoverable
60
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
and exceeding their fair value as measured on an asset by asset basis, recorded $83.2 million in impairment charges.Grocery-Anchored Portfolio Sale. These charges are included in Impairmentimpairment charges in the consolidated statement of operations. Such assets have an aggregate fair value of $194.5 million as of December 31, 2021. The fair value of the assets was determined to be Level 2.
As Such assets have an aggregate fair value of $0.0 million as of December 31, 2021, real estate held for sale on the consolidated balance sheet consisted of 4 retail properties, totaling $73.3 million, which were determined to be Level 2 assets under the hierarchy, for which the carrying values were below their fair values. During 2021, the Company recorded an impairment of $18.5 million, which is included in Impairment charges in the consolidated statement of operations.
2022.
net
|
| December 31, |
| |||||||||||||||||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||||||
2023 | 2023 | 2022 | ||||||||||||||||||||||||||||
Rents and other receivables, net |
| $ | 7,242,000 |
|
| $ | 6,541,000 |
| ||||||||||||||||||||||
Mortgage note receivable |
|
| 3,500,000 |
|
|
| 3,500,000 |
| ||||||||||||||||||||||
Straight-line rents, net |
|
| 11,126,000 |
|
|
| 11,911,000 |
| ||||||||||||||||||||||
|
| $ | 21,868,000 |
|
| $ | 21,952,000 |
| ||||||||||||||||||||||
$ |
|
|
61
2023
Otherother assets, and deferred charges, net, at December 31, 20212023 and 20202022 are composed of the following:
|
| December 31, |
| December 31, | |||||||||||||||
|
| 2021 |
|
| 2020 |
| 2023 | 2022 | |||||||||||
Lease origination costs |
| $ | 15,233,000 |
|
| $ | 22,331,000 |
| |||||||||||
Right-of-use assets |
|
| 9,861,000 |
|
|
| 13,828,000 |
| |||||||||||
Right-of-use assets | |||||||||||||||||||
Prepaid expenses |
|
| 7,255,000 |
|
|
| 6,906,000 |
| |||||||||||
Investments related to share-based compensation |
|
| 955,000 |
|
|
| 948,000 |
| |||||||||||
Unsecured revolving credit facility financing costs |
|
| 1,134,000 |
|
|
| 623,000 |
| |||||||||||
Leasehold improvements, furniture and fixtures |
|
| 50,000 |
|
|
| 85,000 |
| |||||||||||
Other | |||||||||||||||||||
Other | |||||||||||||||||||
Other |
|
| 582,000 |
|
|
| 534,000 |
| |||||||||||
Total other assets and deferred charges, net |
| $ | 35,070,000 |
|
| $ | 45,255,000 |
|
|
|
Deferred chargescosts are amortized over the terms of the related agreements. Amortization expense related to deferred charges (including amortizationcosts, net of deferred financing costs included in non-operating income and expense)discontinued operations, amounted to $4.7 million, $6.2$1.0 million and $5.3$1.1 million for 2021, 2020,2023 and 2019,2022, respectively. The unamortized balances of deferred lease origination costs is net of accumulated amortization of $36.3$10.7 million and $10.6 million at December 31, 2021. In addition, deferred financing costs relating to the unsecured revolving credit facility is net of accumulated amortization of $2.9 million at December 31, 2021.2023 and 2022, respectively. Deferred lease origination costs and deferred financing costs relating to the unsecured revolving credit facility will be charged to future operations as follows:
|
| Lease |
|
| Unsecured revolving |
| |||||||
|
| origination |
|
| credit facility |
| Lease origination costs | ||||||
|
| costs |
|
| financing costs |
| |||||||
2022 |
| $ | 2,311,000 |
|
| $ | 424,000 |
| |||||
2023 |
|
| 2,046,000 |
|
|
| 424,000 |
| |||||
2024 |
|
| 1,733,000 |
|
|
| 286,000 |
| |||||
2025 |
|
| 1,451,000 |
|
|
| — |
| |||||
2026 |
|
| 1,263,000 |
|
|
| — |
| |||||
2027 | |||||||||||||
2028 | |||||||||||||
Thereafter |
|
| 6,429,000 |
|
|
| — |
| |||||
|
| $ | 15,233,000 |
|
| $ | 1,134,000 |
|
62
2023
net
|
|
|
| December 31, 2021 |
|
| December 31, 2020 |
| ||||||||||
|
|
|
|
|
|
|
| Contractual |
|
|
|
|
|
| Contractual |
| ||
|
| Maturity |
| Balance |
|
| interest rates |
|
| Balance |
|
| interest rates |
| ||||
Description |
| dates |
| outstanding |
|
| weighted-average |
|
| outstanding |
|
| weighted-average |
| ||||
Fixed-rate mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franklin Village |
| Jun 2026 |
| $ | 44,571,000 |
|
| 3.9% |
|
| $ | 45,645,000 |
|
| 3.9% |
| ||
Shops at Suffolk Downs (a) |
| Jun 2031 |
|
| 15,600,000 |
|
| 3.5% |
|
|
| - |
|
| n/a |
| ||
Trexlertown Plaza (a) |
| Jun 2031 |
|
| 36,100,000 |
|
| 3.5% |
|
|
| - |
|
| n/a |
| ||
The Point (a) |
| Jun 2031 |
|
| 29,700,000 |
|
| 3.5% |
|
|
| - |
|
| n/a |
| ||
Christina Crossing (a) |
| Jun 2031 |
|
| 17,000,000 |
|
| 3.5% |
|
|
| - |
|
| n/a |
| ||
Lawndale Plaza (a) |
| Jun 2031 |
|
| 15,600,000 |
|
| 3.5% |
|
|
| - |
|
| n/a |
| ||
Senator Square finance lease obligation |
| Sep 2050 |
|
| 5,596,000 |
|
| 5.3% |
|
|
| 5,631,000 |
|
| 5.3% |
| ||
|
|
|
|
| 164,167,000 |
|
| 3.6% |
|
|
| 51,276,000 |
|
| 4.1% |
| ||
Unsecured credit facilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable-rate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility (b) |
| Aug 2024 |
|
| 66,000,000 |
|
| 1.6% |
|
|
| 175,000,000 |
|
| 2.7% |
| ||
Term loan |
| Sep 2022 |
|
| - |
|
| n/a |
|
|
| 50,000,000 |
|
| 1.9% |
| ||
Fixed-rate (c): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan |
| Feb 2022 |
|
| - |
|
| n/a |
|
|
| 50,000,000 |
|
| 3.3% |
| ||
Term loan |
| Apr 2023 |
|
| 100,000,000 |
|
| 3.3% |
|
|
| 100,000,000 |
|
| 3.5% |
| ||
Term loan |
| Sep 2024 |
|
| 75,000,000 |
|
| 3.8% |
|
|
| 75,000,000 |
|
| 3.9% |
| ||
Term loan |
| Jul 2025 |
|
| 75,000,000 |
|
| 4.7% |
|
|
| 75,000,000 |
|
| 4.8% |
| ||
Term loan |
| Aug 2026 |
|
| 50,000,000 |
|
| 3.3% |
|
|
| 50,000,000 |
|
| 3.5% |
| ||
|
|
|
|
| 530,167,000 |
|
| 3.5% |
|
|
| 626,276,000 |
|
| 3.4% |
| ||
Unamortized issuance costs |
|
|
|
| (3,129,000 | ) |
|
|
|
|
|
| (2,002,000 | ) |
|
|
|
|
|
|
|
| $ | 527,038,000 |
|
|
|
|
|
| $ | 624,274,000 |
|
|
|
|
|
|
|
|
|
|
|
Unsecured Revolving Credit Facility and Term Loans
On August 30, 2021, the Company amended its existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the new unsecured revolving credit facility is $185 million with an expiration in August 2024. The new unsecured revolving credit facility may be extended, at the Company’s option for 2 additional one-year periods, subject to customary conditions. Interest on the borrowings under the new unsecured revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (150 bps at December 31, 2021), based on2023 and 12 properties at December 31, 2022:
December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||
Description | Maturity dates | Balance outstanding | Contractual interest rates weighted-average | Balance outstanding | Contractual interest rates weighted-average | |||||||||||||||||||||||||||
Fixed-rate secured term loans: | ||||||||||||||||||||||||||||||||
Timpany Plaza | Sep 2028 | $ | 9,060,000 | 7.3% | $ | — | n/a | |||||||||||||||||||||||||
Term loan, 10 properties | Nov 2032 | 110,000,000 | 5.3% | 110,000,000 | 5.3% | |||||||||||||||||||||||||||
Patuxent Crossing/Coliseum Marketplace | Jan 2033 | 25,000,000 | 6.4% | 25,000,000 | 6.4% | |||||||||||||||||||||||||||
144,060,000 | 5.6% | 135,000,000 | 5.5% | |||||||||||||||||||||||||||||
Unamortized issuance costs | (3,566,000) | (3,538,000) | ||||||||||||||||||||||||||||||
$ | 140,494,000 | $ | 131,462,000 |
On August 4, 2020,Grocery-Anchored Portfolio Sale, the Company amended its then existing $300 million unsecured credit facility and term loans. After such amendments, the Company’s financial ratios and borrowing base are 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 Company’sCompany's then-existing unsecured credit facility and term loans contain financial covenants including, but not limited to, maximum debt leverage, maximum secured debt, minimum fixed charge coverage,were paid off and minimum net worth. In addition,terminated, and the facility contains restrictions including, but not limited to, limits on indebtedness, certain investmentsthen-existing mortgage loans payable were assumed by the Grocery-Anchored Purchasers.
2023
Mortgage Loans Payable
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.
Scheduled Principal Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mortgage Loan |
|
| Finance Lease |
|
| Revolving |
|
| Term |
|
|
|
|
|
| Unamortized |
|
|
|
|
| |||||
Year |
| Payable |
|
| Obligation |
|
| Credit Facility |
|
| Loans |
|
| Total |
|
| Issuance Costs |
|
| Total |
| |||||||
2022 |
| $ | 1,116,000 |
|
| $ | 37,000 |
|
| $ | - |
|
| $ | - |
|
| $ | 1,153,000 |
|
| $ | (600,000 | ) |
| $ | 553,000 |
|
2023 |
|
| 1,160,000 |
|
|
| 39,000 |
|
|
| - |
|
|
| 100,000,000 |
|
|
| 101,199,000 |
|
|
| (518,000 | ) |
|
| 100,681,000 |
|
2024 |
|
| 1,206,000 |
|
|
| 41,000 |
|
|
| 66,000,000 |
| (a) |
| 75,000,000 |
|
|
| 142,247,000 |
|
|
| (451,000 | ) |
|
| 141,796,000 |
|
2025 |
|
| 1,253,000 |
|
|
| 44,000 |
|
|
| - |
|
|
| 75,000,000 |
|
|
| 76,297,000 |
| �� |
| (359,000 | ) |
|
| 75,938,000 |
|
2026 |
|
| 40,922,000 |
|
|
| 48,000 |
|
|
| - |
|
|
| 50,000,000 |
|
|
| 90,970,000 |
|
|
| (243,000 | ) |
|
| 90,727,000 |
|
2027 | ||||||||||||||||||||||||||||
2028 | ||||||||||||||||||||||||||||
Thereafter |
|
| 112,914,000 |
|
|
| 5,387,000 |
|
|
| - |
|
|
| - |
|
|
| 118,301,000 |
|
|
| (958,000 | ) |
|
| 117,343,000 |
|
|
| $ | 158,571,000 |
|
| $ | 5,596,000 |
|
| $ | 66,000,000 |
|
| $ | 300,000,000 |
|
| $ | 530,167,000 |
|
| $ | (3,129,000 | ) |
| $ | 527,038,000 |
|
|
|
Derivative Financial Instruments
At December 31, 2021,
The following is a summary of the derivative financial instruments held by the Company at December 31, 2021 and December 31, 2020:
December 31, 2021 | ||||||||||||||
Designation/ |
|
|
|
|
|
|
| Fair |
|
| Maturity |
| Balance sheet | |
Cash flow |
| Derivative |
| Count |
|
| value |
|
| dates |
| location | ||
Qualifying |
| Interest rate swaps |
|
| 5 |
|
| $ | 8,232,000 |
|
| 2023-2025 |
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
The notional values of the interest rate swaps held by the Company at December 31, 2021 and December 31, 2020 were $300.0 million and $425.0 million, respectively.
The following presents the effect of the Company’sCompany's derivative financial instruments on the consolidated statements of operations and the consolidated statements of equity 2021, 2020for the years ended 2023 and 2019,2022, respectively:
|
|
|
| Gain (loss) recognized in other |
| |||||||||
|
|
|
| comprehensive (loss) income |
| |||||||||
|
|
|
| (effective portion) |
| |||||||||
Designation/ |
|
|
| Years ended December 31, |
| |||||||||
Cash flow |
| Derivative |
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
Qualifying |
| Interest rate swaps |
| $ | (4,148,000 | ) |
| $ | (17,940,000 | ) |
| $ | (13,090,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Loss) gain recognized in other |
| |||||||||
|
|
|
| comprehensive (loss) income |
| |||||||||
|
|
|
| reclassified into earnings (effective portion) |
| |||||||||
|
|
|
| Years ended December 31, |
| |||||||||
|
| Classification |
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
|
| Continuing Operations |
| $ | (6,476,000 | ) |
| $ | (6,062,000 | ) |
| $ | 1,196,000 |
|
Gain recognized in other comprehensive income (loss) (effective portion) | ||||||||||||||||||||
Designation/ Cash flow | Derivative | Years ended December 31, | ||||||||||||||||||
2023 | 2022 | |||||||||||||||||||
Qualifying | Interest rate swaps | $ | — | $ | 6,001,000 | |||||||||||||||
(Loss) recognized in other comprehensive income (loss) reclassified into earnings (effective portion) | ||||||||||||||||||||
Years ended December 31, | ||||||||||||||||||||
Classification | 2023 | 2022 | ||||||||||||||||||
Continuing Operations | $ | — | $ | (2,320,000) |
As of December 31, 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.
2022 |
| $ | 1,049,000 |
|
2023 |
|
| 990,000 |
|
2024 |
|
| 600,000 |
|
2025 |
|
| 578,000 |
|
2026 |
|
| 537,000 |
|
2027 | ||||
2028 | ||||
Thereafter |
|
| 4,035,000 |
|
|
| $ | 7,789,000 |
|
|
|
|
|
|
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.
Under various federal, state, and local laws, ordinances, and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances, or petroleum product releases, at its properties. The owner may be liable to governmental entities or to third parties for property damage, and for investigation and cleanup costs incurred by such parties in connection with any contamination. Generally, the Company’s tenants must comply with environmental laws and meet any remediation requirements. In addition, leases typically impose obligations on tenants to indemnify the Company from any compliance costs the Company may incur as a result of environmental conditions on the property caused by the tenant. However, if a lease does not require compliance, or if a tenant fails to or cannot comply, the Company could be forced to pay these costs. Management is unaware of any environmental matters that would have a material impact on the Company’s consolidated financial statements.
65
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
The Company’s executive offices are located at 928 Carmans Road, Massapequa, New York.
2022 |
| $ | 787,000 |
|
2023 |
|
| 789,000 |
|
2024 |
|
| 789,000 |
|
2025 |
|
| 671,000 |
|
2026 |
|
| 634,000 |
|
2027 | ||||
2028 | ||||
Thereafter |
|
| 19,578,000 |
|
Total undiscounted future minimum lease payments |
|
| 23,248,000 |
|
Future minimum lease payments, discount |
|
| (13,028,000 | ) |
Right-of-use liabilities |
| $ | 10,220,000 |
|
Lease liabilities |
Series B Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
Par value | ||||||||||||||||||||||||||||||||||||||||||||||||
Par value | ||||||||||||||||||||||||||||||||||||||||||||||||
Par value | ||||||||||||||||||||||||||||||||||||||||||||||||
Liquidation value | ||||||||||||||||||||||||||||||||||||||||||||||||
Liquidation value | ||||||||||||||||||||||||||||||||||||||||||||||||
Liquidation value | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| Series B |
|
| Series C |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
| Preferred Stock |
|
| Preferred Stock |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Par value |
| $ | 0.01 |
|
| $ | 0.01 |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||
Liquidation value |
| $ | 25.00 |
|
| $ | 25.00 |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||
|
| December 31, 2021 |
|
| December 31, 2020 |
| ||||||||||||||||||||||||||||||||||||||||||
|
| Series B |
|
| Series C |
|
| Series B |
|
| Series C |
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
|
| Preferred Stock |
|
| Preferred Stock |
|
| Preferred Stock |
|
| Preferred Stock |
| Series B Preferred Stock | Series C Preferred Stock | Series B Preferred Stock | Series C 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 |
|
66
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
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-K were adjusted to reflect the reverse split on a retroactive basis for all periods presented.
On December 18, 2018, the Company’s Board of Directors approved a stock repurchase program, which authorized the Company to purchase up to $30.0 million of the Company’s common stock in the open market or through private transactions, subject to market conditions. The stock repurchase program expired on December 18, 2019. During 2018, the Company repurchased approximately 117,000 shares at a weighted average price per share of $19.91. During 2019, the Company repurchased an additional 311,000 shares at a weighted average price per share of $22.03. Since approval of the plan on December 18, 2018, the Company has repurchased 428,000 shares at a weighted average price per share of $21.45.
DRIP since the DRIP was terminated in connection with the Transactions.
|
|
| Years ended December 31, |
| Years ended December 31, | ||||||||||||||||||||||
|
|
| 2021 |
|
| 2020 |
|
| 2019 |
| 2023 | 2022 | |||||||||||||||
Common stock |
|
| $ | 0.264 |
|
| $ | 0.528 |
|
| $ | 1.320 |
| ||||||||||||||
7.25% Series B Preferred Stock |
|
| $ | 1.812 |
|
| $ | 1.812 |
|
| $ | 1.812 |
| ||||||||||||||
6.50% Series C Preferred Stock |
|
| $ | 1.625 |
|
| $ | 1.625 |
|
| $ | 1.625 |
|
On January 20, 2022, 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 a dividend 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 February 22, 2022 to shareholders of record on February 11, 2022.
Rents
|
| Years ended December 31, |
| |||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
Base rents |
| $ | 92,738,000 |
|
| $ | 95,987,000 |
|
| $ | 105,041,000 |
|
Expense recoveries |
|
| 31,022,000 |
|
|
| 29,241,000 |
|
|
| 33,475,000 |
|
Percentage rent |
|
| 1,347,000 |
|
|
| 1,778,000 |
|
|
| 971,000 |
|
Straight-line rents |
|
| 270,000 |
|
|
| (1,208,000 | ) |
|
| 405,000 |
|
Amortization of intangible lease liabilities, net |
|
| 1,074,000 |
|
|
| 1,373,000 |
|
|
| 2,827,000 |
|
Total rents |
| $ | 126,451,000 |
|
| $ | 127,171,000 |
|
| $ | 142,719,000 |
|
Years ended December 31, | |||||||||||
2023 | 2022 | ||||||||||
Base rents | $ | 23,902,000 | $ | 23,997,000 | |||||||
Expense recoveries - variable lease revenue | 7,705,000 | 8,001,000 | |||||||||
Percentage rent - variable lease revenue | 479,000 | 531,000 | |||||||||
Straight-line rents | 854,000 | 77,000 | |||||||||
Above (below) market lease amortization, net | 336,000 | 896,000 | |||||||||
33,276,000 | 33,502,000 | ||||||||||
Credit adjustments on operating lease receivables | 711,000 | (539,000) | |||||||||
Total rental revenues | $ | 33,987,000 | $ | 32,963,000 |
The Company recognizes lease termination income when the following conditions are met: (1) the lease termination agreement has been executed, (2) the lease termination fee is determinable, (3) all the Company’s landlord services pursuant to the terminated lease have been rendered, and (4) collectability of the lease termination fee is assured. On January 31, 2020, the Company agreed to a cash
67
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
payment in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration at Metro Square. As a result of this termination, revenues for 2020, included approximately $7.1 million of other income.
2022 |
| $ | 87,221,000 |
| |
2023 |
|
| 84,883,000 |
| |
2024 |
|
| 74,689,000 |
| |
2025 |
|
| 62,993,000 |
| |
2026 |
|
| 51,829,000 |
| |
2027 | |||||
2028 | |||||
Thereafter |
|
| 201,182,000 |
| |
|
| $ | 562,797,000 |
| |
$ |
|
| Years ended December 31, |
| |||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
Expense relating to share/unit grants |
| $ | 3,229,000 |
|
| $ | 3,954,000 |
|
| $ | 4,496,000 |
|
Amounts capitalized |
|
| (186,000 | ) |
|
| (231,000 | ) |
|
| (379,000 | ) |
Total charged to operations |
| $ | 3,043,000 |
|
| $ | 3,723,000 |
|
| $ | 4,117,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average |
|
|
|
|
| |
|
| Shares |
|
| grant date value |
|
|
|
|
| ||
Unvested shares/units, December 31, 2020 |
|
| 642,000 |
|
| $ | 25.86 |
|
|
|
|
|
Restricted share grants |
|
| 149,000 |
|
|
| 11.98 |
|
|
|
|
|
Vested during period |
|
| (247,000 | ) |
|
| 24.10 |
|
|
|
|
|
Forfeitures/cancellations |
|
| (52,000 | ) |
|
| 17.07 |
|
|
|
|
|
Unvested shares/units, December 31, 2021 |
|
| 492,000 |
|
| $ | 23.47 |
|
|
|
|
|
Years ended December 31, | |||||||||||
2023 | 2022 | ||||||||||
Expense relating to share/unit grants | $ | — | $ | 1,662,000 | |||||||
Amounts capitalized | — | (54,000) | |||||||||
Total charged to operations | $ | — | $ | 1,608,000 |
68
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
since this plan was terminated in connection with the Merger.
2022 was $11.9 million.
Upon employment on June 15, 2011, the Company’s President and CEO received restricted share grants totaling 378,800 shares, one-half of which was time-based, vesting upon the seventh anniversary of the date of grant (June 15, 2018), and the other half market performance-based, to be earned if the total annual return on an investment in the Company’s common stock (“TSR”) was at least an average of 6.5% per year for the seven years ended June 15, 2018.
On June 15, 2018, in connection with a new amended and restated employment agreement, the Company’s PresidentCompany's then-President and CEO received an approximate 152,000 time-based restricted share grant at a market price of $28.91. However, as a result of an existing limitation within the 2017 Plan, only approximately 114,000 shares were granted on June 15, 2018, with the remaining 38,000 shares granted on January 1, 2019. All 152,000 time-based restricted shares will vest upon the fifth anniversary of the effective date of the employment agreement (June 15, 2023), subject to the Company’s President and CEO continuous employment with the Company through such date, subject to certain exceptions. Consistent with such time-based restricted grant awards to other participants, dividends will be paid on these shares.
In addition, on June 15, 2018, the Company’s President and CEO was also granted a market performance-based equity award of approximately 227,000227,272 restricted stock units (“RSUs”("RSUs") and approximately 227,000227,272 dividend equivalent rights (“DERs”("DERs") of the Company. Each RSU represents a contingent right to receive one share of common sharestock 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"Interim Performance Period”Period"), a maximum of approximately 114,000113,636 shares can bewere earned. Any portion of the market performance-based equity award that iswas not earned as of the end of the Interim Performance Period willwas to be carried forward for calculation for the five years ending June 15, 2023 (the “Full"Full Performance Period”Period"). The percentage of the market performance-based equity award to be earned willwas to be determined based on the Company’s averageCompany's annual TSRreturn 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 shallwas to 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. An independent appraisal determined the value of the market performance-based equity award for the interim and full performance periods to be $21.78 and $19.60 per share, respectively, compared to a market price at the date of grant of $28.91 per share. Based on market performance for the Interim Performance Period, it was determined the Company’s PresidentCompany's then-President and CEO earned 113,636 shares. Accordingly, on July 20, 2021, the Company issued 113,636 common shares to the then-President and CEO and paid him $0.3 million for the related DERs.
The DERs will accrue
69
Cedar Realty Trust, Inc.
Notes to Consolidated Financial Statements
December 31, 2021
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 2021, 20202023 and 2019,2022, the
|
| Years ended December 31, |
| Years ended December 31, | ||||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| 2023 | 2022 | |||||||||||||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
| Numerator | |||||||||||||
Net (loss) income |
| $ | (45,003,000 | ) |
| $ | (520,000 | ) |
| $ | 1,566,000 |
| ||||||||||||||
Net income (loss) from continuing operations | ||||||||||||||||||||||||||
Preferred stock dividends |
|
| (10,752,000 | ) |
|
| (10,752,000 | ) |
|
| (10,752,000 | ) | ||||||||||||||
Net (income) attributable to noncontrolling interests |
|
| (96,000 | ) |
|
| (552,000 | ) |
|
| (490,000 | ) | ||||||||||||||
Net loss attributable to noncontrolling interests | ||||||||||||||||||||||||||
Net earnings allocated to unvested shares |
|
| (117,000 | ) |
|
| (238,000 | ) |
|
| (558,000 | ) | ||||||||||||||
Net loss attributable to vested common shares |
| $ | (55,968,000 | ) |
| $ | (12,062,000 | ) |
| $ | (10,234,000 | ) | ||||||||||||||
Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares | ||||||||||||||||||||||||||
Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares | ||||||||||||||||||||||||||
Net (loss) income attributable to vested common shares | ||||||||||||||||||||||||||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
| Denominator | |||||||||||||
Weighted average number of vested common shares outstanding, basic and diluted |
|
| 13,213,000 |
|
|
| 13,104,000 |
|
|
| 13,082,000 |
| ||||||||||||||
Net (loss) income per common share attributable to common shareholders (basic and diluted): | Net (loss) income per common share attributable to common shareholders (basic and diluted): | |||||||||||||||||||||||||
Continuing operations | ||||||||||||||||||||||||||
Discontinued operations | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Net loss per common share attributable to common shareholders, basic and diluted |
| $ | (4.24 | ) |
| $ | (0.92 | ) |
| $ | (0.78 | ) |
December 31, | |||||||||||
2023 | 2022 | ||||||||||
Financings and real estate taxes | $ | 7,166,000 | $ | 7,166,000 | |||||||
Management fees | 225,000 | 110,000 | |||||||||
Leasing commissions | 161,000 | 85,000 | |||||||||
Cost Sharing Agreement allocations (a) | 548,000 | — | |||||||||
Other | (6,000) | (33,000) | |||||||||
Total | $ | 8,094,000 | $ | 7,328,000 |
In determining subsequent events, management reviewed all activity from
Balance at | Charged to | Deductions | Balance at | |||||||||||||||||||||||
beginning | costs and | from | end | |||||||||||||||||||||||
Description | of year | expense | reserves | of year | ||||||||||||||||||||||
Allowance for doubtful accounts: | ||||||||||||||||||||||||||
Year ended December 31, 2023 | $ | 2,565,000 | $ | (711,000) | $ | (1,385,000) | $ | 469,000 | ||||||||||||||||||
Year ended December 31, 2022 | $ | 4,971,000 | $ | 539,000 | $ | (2,945,000) | $ | 2,565,000 |
|
|
|
|
|
|
|
|
|
| Year built/ |
| Gross |
|
| Initial cost to the Company |
| ||||||
|
|
|
| Year |
| Percent |
|
| Year last |
| leasable |
|
|
|
|
|
| Building and |
| |||
Property |
| State |
| acquired |
| owned |
|
| renovated |
| area |
|
| Land |
|
| Improvements |
| ||||
Academy Plaza |
| PA |
| 2001 |
| 100% |
|
| 1965/2013 |
|
| 136,685 |
|
| $ | 2,406,000 |
|
| $ | 9,623,000 |
| |
Big Y Shopping Center |
| CT |
| 2013 |
| 100% |
|
| 2007 |
|
| 101,105 |
|
|
| 11,272,000 |
|
|
| 23,395,000 |
| |
Carmans Plaza |
| NY |
| 2007 |
| 100% |
|
| 1954/2007 |
|
| 182,081 |
|
|
| 8,539,000 |
|
|
| 35,804,000 |
| |
Christina Crossing |
| DE |
| 2017 |
| 100% |
|
| 2008 |
|
| 119,446 |
|
|
| 4,341,000 |
|
|
| 23,227,000 |
| |
Coliseum Marketplace |
| VA |
| 2005 |
| 100% |
|
| 1987/2012 |
|
| 106,648 |
|
|
| 2,924,000 |
|
|
| 14,416,000 |
| |
Colonial Commons |
| PA |
| 2011 |
| 100% |
|
| 2011/2013 |
|
| 410,432 |
|
|
| 9,367,000 |
|
|
| 37,496,000 |
| |
Crossroads II |
| PA |
| 2008 |
| 60% |
|
| 2009 |
|
| 133,717 |
|
|
| 15,383,000 |
|
|
| - |
| |
Elmhurst Square |
| VA |
| 2006 |
| 100% |
|
| 1961-1983 |
|
| 66,254 |
|
|
| 1,371,000 |
|
|
| 5,994,000 |
| |
Fairview Commons |
| PA |
| 2007 |
| 100% |
|
| 1976/2003 |
|
| 52,964 |
|
|
| 858,000 |
|
|
| 3,568,000 |
| |
Fieldstone Marketplace |
| MA |
| 2005/2012 |
| 100% |
|
| 1988/2003 |
|
| 150,123 |
|
|
| 5,229,000 |
|
|
| 21,440,000 |
| |
Fishtown Crossing |
| PA |
| 2001 |
| 100% |
|
| 1988 |
|
| 131,043 |
|
|
| 2,942,000 |
|
|
| 11,769,000 |
| |
Frankin Village Plaza (a) |
| MA |
| 2004/2012 |
| 100% |
|
| 1987/2005 |
|
| 305,937 |
|
|
| 14,270,000 |
|
|
| 61,915,000 |
| |
General Booth Plaza |
| VA |
| 2005 |
| 100% |
|
| 1985 |
|
| 71,639 |
|
|
| 1,935,000 |
|
|
| 9,493,000 |
| |
Girard Plaza |
| PA |
| 2019 |
| 100% |
|
| 1950's/2010 |
|
| 35,688 |
|
|
| 4,685,000 |
|
|
| 4,648,000 |
| |
Gold Star Plaza |
| PA |
| 2006 |
| 100% |
|
| 1988 |
|
| 71,720 |
|
|
| 1,644,000 |
|
|
| 6,519,000 |
| |
Golden Triangle |
| PA |
| 2003 |
| 100% |
|
| 1960/2005 |
|
| 202,790 |
|
|
| 2,320,000 |
|
|
| 9,713,000 |
| |
Groton Shopping Center |
| CT |
| 2007 |
| 100% |
|
| 1969 |
|
| 130,264 |
|
|
| 3,070,000 |
|
|
| 12,320,000 |
| |
Halifax Plaza |
| PA |
| 2003 |
| 100% |
|
| 1994 |
|
| 51,510 |
|
|
| 1,412,000 |
|
|
| 5,799,000 |
| |
Hamburg Square |
| PA |
| 2004 |
| 100% |
|
| 1993/2010 |
|
| 102,058 |
|
|
| 1,153,000 |
|
|
| 4,678,000 |
| |
Jordan Lane |
| CT |
| 2005 |
| 100% |
|
| 1969/1991 |
|
| 174,679 |
|
|
| 4,291,000 |
|
|
| 21,176,000 |
| |
Kempsville Crossing |
| VA |
| 2005 |
| 100% |
|
| 1985/2013 |
|
| 79,512 |
|
|
| 2,207,000 |
|
|
| 11,000,000 |
| |
Kings Plaza |
| MA |
| 2007 |
| 100% |
|
| 1970/1994 |
|
| 168,243 |
|
|
| 2,413,000 |
|
|
| 12,604,000 |
| |
Lawndale Plaza |
| PA |
| 2015 |
| 100% |
|
| 1998 |
|
| 92,773 |
|
|
| 3,635,000 |
|
|
| 21,854,000 |
| |
Meadows Marketplace |
| PA |
| 2004/2012 |
| 100% |
|
| 2005 |
|
| 91,518 |
|
|
| 1,914,000 |
|
|
| - |
| |
Newport Plaza |
| PA |
| 2003 |
| 100% |
|
| 1996 |
|
| 64,489 |
|
|
| 1,721,000 |
|
|
| 7,758,000 |
| |
New London Mall |
| CT |
| 2009 |
| 100% |
|
| 1967/1997 |
|
| 259,566 |
|
|
| 14,891,000 |
|
|
| 24,967,000 |
| |
Northside Commons |
| PA |
| 2008 |
| 100% |
|
| 2009 |
|
| 69,136 |
|
|
| 3,332,000 |
|
|
| - |
| |
Norwood Shopping Center |
| MA |
| 2006 |
| 100% |
|
| 1965/2013 |
|
| 42,308 |
|
|
| 1,874,000 |
|
|
| 8,453,000 |
| |
Oak Ridge Shopping Center |
| VA |
| 2006 |
| 100% |
|
| 2000 |
|
| 38,700 |
|
|
| 960,000 |
|
|
| 4,254,000 |
| |
Oakland Commons |
| CT |
| 2007 |
| 100% |
|
| 1962/2013 |
|
| 90,100 |
|
|
| 2,504,000 |
|
|
| 15,662,000 |
| |
Oakland Mills |
| MD |
| 2005 |
| 100% |
|
| 1960's/2004 |
|
| 57,008 |
|
|
| 1,611,000 |
|
|
| 6,292,000 |
| |
Palmyra Shopping Center |
| PA |
| 2005 |
| 100% |
|
| 1960/2012 |
|
| 111,051 |
|
|
| 1,488,000 |
|
|
| 6,566,000 |
| |
Pine Grove Plaza |
| NJ |
| 2003 |
| 100% |
|
| 2001/2002 |
|
| 79,306 |
|
|
| 2,010,000 |
|
|
| 6,489,000 |
| |
Quartermaster Plaza |
| PA |
| 2014 |
| 100% |
|
| 2004 |
|
| 456,154 |
|
|
| 37,031,000 |
|
|
| 54,210,000 |
| |
San Souci Plaza |
| MD |
| 2009 |
| 100% |
|
| 1985-1997 |
|
| 264,134 |
|
|
| 14,849,000 |
|
|
| 18,445,000 |
| |
Shoppes at Arts District |
| DC |
| 2016 |
| 100% |
|
| 2011 |
|
| 35,676 |
|
|
| 2,247,000 |
|
|
| 18,616,000 |
| |
South Philadelphia |
| PA |
| 2003 |
| 100% |
|
| 1950/2003 |
|
| 191,340 |
|
|
| 8,222,000 |
|
|
| 36,314,000 |
| |
Southington Center |
| CT |
| 2003 |
| 100% |
|
| 1972/2000 |
|
| 155,842 |
|
|
| - |
|
|
| 11,834,000 |
| |
Swede Square |
| PA |
| 2003 |
| 100% |
|
| 1980/2012 |
|
| 100,809 |
|
|
| 2,268,000 |
|
|
| 6,232,000 |
| |
The Brickyard |
| CT |
| 2004 |
| 100% |
|
| 1990/2012 |
|
| 227,598 |
|
|
| 7,632,000 |
|
|
| 29,308,000 |
| |
The Point |
| PA |
| 2000 |
| 100% |
|
| 1972/2012 |
|
| 260,625 |
|
|
| 2,700,000 |
|
|
| 10,800,000 |
| |
The Shops at Bloomfield Station |
| NJ |
| 2016 |
| 100% |
|
| 2015 |
|
| 63,844 |
|
|
| 625,000 |
|
|
| 17,674,000 |
| |
The Shops at Suffolk Downs |
| MA |
| 2005 |
| 100% |
|
| 2005/2011 |
|
| 121,187 |
|
|
| 7,580,000 |
|
|
| 11,089,000 |
| |
Timpany Plaza |
| MA |
| 2007 |
| 100% |
|
| 1970's-1989 |
|
| 182,799 |
|
|
| 3,412,000 |
|
|
| 19,240,000 |
| |
Trexler Mall |
| PA |
| 2005 |
| 100% |
|
| 1973/2013 |
|
| 336,687 |
|
|
| 6,932,000 |
|
|
| 32,815,000 |
| |
Trexlertown Plaza |
| PA |
| 2006 |
| 100% |
|
| 1990/2011 |
|
| 325,171 |
|
|
| 13,349,000 |
|
|
| 23,867,000 |
| |
Valley Plaza |
| MD |
| 2003 |
| 100% |
|
| 1975/1994 |
|
| 190,939 |
|
|
| 1,950,000 |
|
|
| 7,766,000 |
| |
Washington Centers Shoppes |
| NJ |
| 2001 |
| 100% |
|
| 1979/1995 |
|
| 157,300 |
|
|
| 2,061,000 |
|
|
| 7,314,000 |
| |
Webster Plaza |
| MA |
| 2007 |
| 100% |
|
| 1960's-2004 |
|
| 98,984 |
|
|
| 3,551,000 |
|
|
| 18,412,000 |
| |
Yorktowne Plaza |
| MD |
| 2007 |
| 100% |
|
| 1970/2000 |
|
| 136,197 |
|
|
| 5,940,000 |
|
|
| 25,505,000 |
| |
Other |
| n/a |
| n/a |
| 100% |
|
| n/a |
|
| - |
|
|
| 1,965,000 |
|
|
| - |
| |
Total Portfolio |
|
|
|
|
|
|
|
|
|
|
|
| 7,285,779 |
|
| $ | 262,286,000 |
|
| $ | 798,333,000 |
|
Property | Encumbrances | Gross leasable area | Initial cost to the Company | Subsequent cost capitalized (c) | ||||||||||||||||||||||||||||
Land | Building and Improvements | |||||||||||||||||||||||||||||||
Brickyard Plaza | (a) | 227,598 | $ | 7,632,000 | $ | 29,308,000 | $ | (812,000) | ||||||||||||||||||||||||
Carll's Corner | 116,532 | 3,034,000 | 15,293,000 | (12,541,000) | ||||||||||||||||||||||||||||
Coliseum Marketplace | (b) | 106,648 | 2,924,000 | 14,416,000 | (2,936,000) | |||||||||||||||||||||||||||
Fairview Commons | (a) | 50,119 | 858,000 | 3,568,000 | 462,000 | |||||||||||||||||||||||||||
Fieldstone Marketplace | 193,970 | 5,229,000 | 21,440,000 | (3,206,000) | ||||||||||||||||||||||||||||
Gold Star Plaza | (a) | 71,720 | 1,644,000 | 6,519,000 | (115,000) | |||||||||||||||||||||||||||
Golden Triangle | (a) | 202,790 | 2,320,000 | 9,713,000 | 12,162,000 | |||||||||||||||||||||||||||
Hamburg Square | (a) | 102,058 | 1,153,000 | 4,678,000 | 6,571,000 | |||||||||||||||||||||||||||
Kings Plaza | 168,243 | 2,413,000 | 12,604,000 | 2,611,000 | ||||||||||||||||||||||||||||
Oakland Commons | 90,100 | 2,504,000 | 15,662,000 | (4,668,000) | ||||||||||||||||||||||||||||
Oregon Avenue | — | 2,247,000 | 18,616,000 | (16,969,000) | ||||||||||||||||||||||||||||
Patuxent Crossing | (b) | 264,068 | 14,849,000 | 18,445,000 | 1,916,000 | |||||||||||||||||||||||||||
Pine Grove Plaza | (a) | 79,306 | 2,010,000 | 6,489,000 | 652,000 | |||||||||||||||||||||||||||
South Philadelphia | 221,511 | 8,222,000 | 36,314,000 | (8,670,000) | ||||||||||||||||||||||||||||
Southington Center | (a) | 155,842 | — | 11,834,000 | 1,464,000 | |||||||||||||||||||||||||||
Timpany Plaza | $9,060,000 | 182,799 | 3,412,000 | 19,240,000 | (3,801,000) | |||||||||||||||||||||||||||
Trexler Mall | (a) | 342,541 | 6,932,000 | 32,815,000 | 13,705,000 | |||||||||||||||||||||||||||
Washington Centers Shoppes | (a) | 157,300 | 2,061,000 | 7,314,000 | 7,617,000 | |||||||||||||||||||||||||||
Webster Commons | (a) | 98,984 | 3,551,000 | 18,412,000 | (1,518,000) | |||||||||||||||||||||||||||
Other | n/a | — | 1,965,000 | — | (1,399,000) | |||||||||||||||||||||||||||
Total Portfolio | 2,832,129 | $ | 74,960,000 | $ | 302,680,000 | $ | (9,475,000) |
Gross amount at which carried at December 31, 2023 | Accumulated depreciation | Year built/ Year last renovated | Year acquired | Depreciation life | ||||||||||||||||||||||||||||||||||||||||
(continued) | ||||||||||||||||||||||||||||||||||||||||||||
Property | Land | Building and improvements | Total | |||||||||||||||||||||||||||||||||||||||||
Brickyard Plaza | $ | 7,648,000 | $ | 28,480,000 | $ | 36,128,000 | $ | 14,894,000 | 1990/2012 | 2004 | 3 - 40 years | |||||||||||||||||||||||||||||||||
Carll's Corner | 220,000 | 5,566,000 | 5,786,000 | 4,756,000 | 1960s-1999 | 2007 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Coliseum Marketplace | 3,586,000 | 10,818,000 | 14,404,000 | 7,182,000 | 1987/2012 | 2005 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Fairview Commons | 858,000 | 4,030,000 | 4,888,000 | 1,964,000 | 1976/2003 | 2007 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Fieldstone Marketplace | 5,167,000 | 18,296,000 | 23,463,000 | 12,593,000 | 1988/2003 | 2005/2012 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Gold Star Plaza | 1,644,000 | 6,404,000 | 8,048,000 | 3,018,000 | 1988 | 2006 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Golden Triangle | 2,320,000 | 21,875,000 | 24,195,000 | 12,063,000 | 1960/2005 | 2003 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Hamburg Square | 1,153,000 | 11,249,000 | 12,402,000 | 5,263,000 | 1993/2010 | 2004 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Kings Plaza | 2,408,000 | 15,220,000 | 17,628,000 | 5,970,000 | 1970/1994 | 2007 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Oakland Commons | 2,504,000 | 10,994,000 | 13,498,000 | 6,654,000 | 1962/2013 | 2007 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Oregon Avenue | 2,141,000 | 1,753,000 | 3,894,000 | 177,000 | 2011 | 2016 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Patuxent Crossing | 13,211,000 | 21,999,000 | 35,210,000 | 11,563,000 | 1985-1997 | 2009 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Pine Grove Plaza | 1,622,000 | 7,529,000 | 9,151,000 | 4,062,000 | 2001/2002 | 2003 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
South Philadelphia | 8,222,000 | 27,644,000 | 35,866,000 | 22,627,000 | 1950/2003 | 2003 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Southington Center | — | 13,298,000 | 13,298,000 | 6,591,000 | 1972/2000 | 2003 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Timpany Plaza | 3,368,000 | 15,483,000 | 18,851,000 | 8,349,000 | 1970's-1989 | 2007 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Trexler Mall | 6,932,000 | 46,520,000 | 53,452,000 | 21,946,000 | 1973/2013 | 2005 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Washington Centers Shoppes | 2,000,000 | 14,992,000 | 16,992,000 | 7,719,000 | 1979/1995 | 2001 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Webster Commons | 4,081,000 | 16,364,000 | 20,445,000 | 8,892,000 | 1960's-2004 | 2007 | 3 - 40 years | |||||||||||||||||||||||||||||||||||||
Other | — | 566,000 | 566,000 | 206,000 | n/a | n/a | n/a | |||||||||||||||||||||||||||||||||||||
Total Portfolio | $ | 69,085,000 | $ | 299,080,000 | $ | 368,165,000 | $ | 166,489,000 |
|
|
|
|
|
| Gross amount at which carried at |
|
|
|
|
|
| |||||||||
(continued) |
| Subsequent |
|
| December 31, 2021 |
|
|
|
|
|
| ||||||||||
|
| cost |
|
|
|
|
|
| Building and |
|
|
|
|
|
| Accumulated |
|
| |||
Property |
| capitalized (b) |
|
| Land |
|
| improvements |
|
| Total |
|
| depreciation |
|
| |||||
Academy Plaza |
| $ | 6,322,000 |
|
| $ | 2,406,000 |
|
| $ | 15,945,000 |
|
| $ | 18,351,000 |
|
| $ | 7,175,000 |
|
|
Big Y Shopping Center |
|
| (838,000 | ) |
|
| 10,268,000 |
|
|
| 23,561,000 |
|
|
| 33,829,000 |
|
|
| 6,266,000 |
|
|
Carmans Plaza |
|
| 13,051,000 |
|
|
| 8,421,000 |
|
|
| 48,973,000 |
|
|
| 57,394,000 |
|
|
| 19,451,000 |
|
|
Christina Crossing |
|
| 1,716,000 |
|
|
| 4,341,000 |
|
|
| 24,943,000 |
|
|
| 29,284,000 |
|
|
| 4,558,000 |
|
|
Coliseum Marketplace |
|
| (3,050,000 | ) |
|
| 3,586,000 |
|
|
| 10,704,000 |
|
|
| 14,290,000 |
|
|
| 8,916,000 |
|
|
Colonial Commons |
|
| 8,026,000 |
|
|
| 9,367,000 |
|
|
| 45,522,000 |
|
|
| 54,889,000 |
|
|
| 17,944,000 |
|
|
Crossroads II |
|
| 29,794,000 |
|
|
| 17,671,000 |
|
|
| 27,506,000 |
|
|
| 45,177,000 |
|
|
| 8,909,000 |
|
|
Elmhurst Square |
|
| 1,299,000 |
|
|
| 1,371,000 |
|
|
| 7,293,000 |
|
|
| 8,664,000 |
|
|
| 2,922,000 |
|
|
Fairview Commons |
|
| 461,000 |
|
|
| 858,000 |
|
|
| 4,029,000 |
|
|
| 4,887,000 |
|
|
| 1,637,000 |
|
|
Fieldstone Marketplace |
|
| (3,367,000 | ) |
|
| 5,167,000 |
|
|
| 18,135,000 |
|
|
| 23,302,000 |
|
|
| 11,607,000 |
|
|
Fishtown Crossing |
|
| 13,892,000 |
|
|
| 2,843,000 |
|
|
| 25,760,000 |
|
|
| 28,603,000 |
|
|
| 5,919,000 |
|
|
Frankin Village Plaza (a) |
|
| 6,998,000 |
|
|
| 14,681,000 |
|
|
| 68,502,000 |
|
|
| 83,183,000 |
|
|
| 21,479,000 |
|
|
General Booth Plaza |
|
| (109,000 | ) |
|
| 1,935,000 |
|
|
| 9,384,000 |
|
|
| 11,319,000 |
|
|
| 3,819,000 |
|
|
Girard Plaza |
|
| (2,989,000 | ) |
|
| 4,685,000 |
|
|
| 1,659,000 |
|
|
| 6,344,000 |
|
|
| 649,000 |
|
|
Gold Star Plaza |
|
| 802,000 |
|
|
| 1,644,000 |
|
|
| 7,321,000 |
|
|
| 8,965,000 |
|
|
| 3,596,000 |
|
|
Golden Triangle |
|
| 12,672,000 |
|
|
| 2,320,000 |
|
|
| 22,385,000 |
|
|
| 24,705,000 |
|
|
| 10,926,000 |
|
|
Groton Shopping Center |
|
| 8,567,000 |
|
|
| 3,113,000 |
|
|
| 20,844,000 |
|
|
| 23,957,000 |
|
|
| 7,142,000 |
|
|
Halifax Plaza |
|
| 562,000 |
|
|
| 1,347,000 |
|
|
| 6,426,000 |
|
|
| 7,773,000 |
|
|
| 3,216,000 |
|
|
Hamburg Square |
|
| 6,332,000 |
|
|
| 1,153,000 |
|
|
| 11,010,000 |
|
|
| 12,163,000 |
|
|
| 4,560,000 |
|
|
Jordan Lane |
|
| 1,537,000 |
|
|
| 4,291,000 |
|
|
| 22,713,000 |
|
|
| 27,004,000 |
|
|
| 9,346,000 |
|
|
Kempsville Crossing |
|
| (2,837,000 | ) |
|
| 2,038,000 |
|
|
| 8,332,000 |
|
|
| 10,370,000 |
|
|
| 3,664,000 |
|
|
Kings Plaza |
|
| 1,933,000 |
|
|
| 2,408,000 |
|
|
| 14,542,000 |
|
|
| 16,950,000 |
|
|
| 4,971,000 |
|
|
Lawndale Plaza |
|
| 1,092,000 |
|
|
| 3,635,000 |
|
|
| 22,946,000 |
|
|
| 26,581,000 |
|
|
| 5,442,000 |
|
|
Meadows Marketplace |
|
| 11,978,000 |
|
|
| 1,914,000 |
|
|
| 11,978,000 |
|
|
| 13,892,000 |
|
|
| 4,651,000 |
|
|
Newport Plaza |
|
| 587,000 |
|
|
| 1,682,000 |
|
|
| 8,384,000 |
|
|
| 10,066,000 |
|
|
| 4,183,000 |
|
|
New London Mall |
|
| 5,022,000 |
|
|
| 8,807,000 |
|
|
| 36,073,000 |
|
|
| 44,880,000 |
|
|
| 16,240,000 |
|
|
Northside Commons |
|
| 9,390,000 |
|
|
| 3,379,000 |
|
|
| 9,343,000 |
|
|
| 12,722,000 |
|
|
| 3,124,000 |
|
|
Norwood Shopping Center |
|
| 5,128,000 |
|
|
| 1,874,000 |
|
|
| 13,581,000 |
|
|
| 15,455,000 |
|
|
| 4,754,000 |
|
|
Oak Ridge Shopping Center |
|
| 478,000 |
|
|
| 960,000 |
|
|
| 4,732,000 |
|
|
| 5,692,000 |
|
|
| 2,016,000 |
|
|
Oakland Commons |
|
| (3,466,000 | ) |
|
| 2,504,000 |
|
|
| 12,196,000 |
|
|
| 14,700,000 |
|
|
| 6,273,000 |
|
|
Oakland Mills |
|
| 1,145,000 |
|
|
| 1,530,000 |
|
|
| 7,518,000 |
|
|
| 9,048,000 |
|
|
| 3,311,000 |
|
|
Palmyra Shopping Center |
|
| 2,156,000 |
|
|
| 1,488,000 |
|
|
| 8,722,000 |
|
|
| 10,210,000 |
|
|
| 4,008,000 |
|
|
Pine Grove Plaza |
|
| 612,000 |
|
|
| 1,622,000 |
|
|
| 7,489,000 |
|
|
| 9,111,000 |
|
|
| 3,618,000 |
|
|
Quartermaster Plaza |
|
| 3,721,000 |
|
|
| 37,031,000 |
|
|
| 57,931,000 |
|
|
| 94,962,000 |
|
|
| 14,798,000 |
|
|
San Souci Plaza |
|
| 5,195,000 |
|
|
| 13,211,000 |
|
|
| 25,278,000 |
|
|
| 38,489,000 |
|
|
| 13,905,000 |
|
|
Shoppes at Arts District |
|
| 91,000 |
|
|
| 2,247,000 |
|
|
| 18,707,000 |
|
|
| 20,954,000 |
|
|
| 3,924,000 |
|
|
South Philadelphia |
|
| (3,839,000 | ) |
|
| 10,363,000 |
|
|
| 30,334,000 |
|
|
| 40,697,000 |
|
|
| 24,206,000 |
|
|
Southington Center |
|
| 1,456,000 |
|
|
| - |
|
|
| 13,290,000 |
|
|
| 13,290,000 |
|
|
| 5,822,000 |
|
|
Swede Square |
|
| 8,739,000 |
|
|
| 2,272,000 |
|
|
| 14,967,000 |
|
|
| 17,239,000 |
|
|
| 6,787,000 |
|
|
The Brickyard |
|
| 576,000 |
|
|
| 7,648,000 |
|
|
| 29,868,000 |
|
|
| 37,516,000 |
|
|
| 13,955,000 |
|
|
The Point |
|
| 20,418,000 |
|
|
| 2,996,000 |
|
|
| 30,922,000 |
|
|
| 33,918,000 |
|
|
| 14,490,000 |
|
|
The Shops at Bloomfield Station |
|
| (3,820,000 | ) |
|
| 625,000 |
|
|
| 13,854,000 |
|
|
| 14,479,000 |
|
|
| 3,756,000 |
|
|
The Shops at Suffolk Downs |
|
| 10,633,000 |
|
|
| 7,580,000 |
|
|
| 21,722,000 |
|
|
| 29,302,000 |
|
|
| 8,599,000 |
|
|
Timpany Plaza |
|
| (4,879,000 | ) |
|
| 3,368,000 |
|
|
| 14,405,000 |
|
|
| 17,773,000 |
|
|
| 7,651,000 |
|
|
Trexler Mall |
|
| 13,874,000 |
|
|
| 6,932,000 |
|
|
| 46,689,000 |
|
|
| 53,621,000 |
|
|
| 18,349,000 |
|
|
Trexlertown Plaza |
|
| 31,090,000 |
|
|
| 15,674,000 |
|
|
| 52,632,000 |
|
|
| 68,306,000 |
|
|
| 16,527,000 |
|
|
Valley Plaza |
|
| 5,370,000 |
|
|
| 1,950,000 |
|
|
| 13,136,000 |
|
|
| 15,086,000 |
|
|
| 4,689,000 |
|
|
Washington Centers Shoppes |
|
| 7,159,000 |
|
|
| 2,000,000 |
|
|
| 14,534,000 |
|
|
| 16,534,000 |
|
|
| 6,767,000 |
|
|
Webster Plaza |
|
| (1,656,000 | ) |
|
| 4,082,000 |
|
|
| 16,225,000 |
|
|
| 20,307,000 |
|
|
| 8,001,000 |
|
|
Yorktowne Plaza |
|
| (2,562,000 | ) |
|
| 5,801,000 |
|
|
| 23,082,000 |
|
|
| 28,883,000 |
|
|
| 10,734,000 |
|
|
Other |
|
| 1,443,000 |
|
|
| 879,000 |
|
|
| 2,529,000 |
|
|
| 3,408,000 |
|
|
| 490,000 |
|
|
Total Portfolio |
| $ | 227,905,000 |
|
| $ | 259,968,000 |
|
| $ | 1,028,556,000 |
|
| $ | 1,288,524,000 |
|
| $ | 409,742,000 |
|
|
Cedar Realty Trust, Inc.
Schedule III
Real Estate and Accumulated Depreciation
The changes in real estate and accumulated depreciation for the years ended December 31, 2021, 20202023 and 2019,2022, respectively, are as follows:
Cost |
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
Balance, beginning of the year |
| $ | 1,527,478,000 |
|
| $ | 1,515,206,000 |
|
| $ | 1,508,682,000 |
|
Properties transferred to held for sale |
|
| (184,639,000 | ) |
|
| (22,512,000 | ) |
|
| (36,265,000 | ) |
Property acquisitions |
|
| — |
|
|
| — |
|
|
| 9,333,000 |
|
Outparcel dispositions |
|
| (387,000 | ) |
|
| (840,000 | ) |
|
| — |
|
Property impairments |
|
| (83,224,000 | ) |
|
| — |
|
|
| — |
|
Improvements and betterments |
|
| 29,296,000 |
|
|
| 35,624,000 |
|
|
| 37,089,000 |
|
Asset write-offs |
|
| — |
|
|
| — |
|
|
| (3,633,000 | ) |
Balance, end of the year |
| $ | 1,288,524,000 |
|
| $ | 1,527,478,000 |
| (c) | $ | 1,515,206,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of the year |
| $ | 428,569,000 |
|
| $ | 389,861,000 |
|
| $ | 361,969,000 |
|
Properties transferred to held for sale |
|
| (55,165,000 | ) |
|
| (3,947,000 | ) |
|
| (10,143,000 | ) |
Outparcel dispositions |
|
| — |
|
|
| (90,000 | ) |
|
| — |
|
Depreciation expense (d) |
|
| 36,338,000 |
|
|
| 42,745,000 |
|
|
| 41,142,000 |
|
Asset write-offs |
|
| — |
|
|
| — |
|
|
| (3,107,000 | ) |
Balance, end of the year |
| $ | 409,742,000 |
|
| $ | 428,569,000 |
|
| $ | 389,861,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
| $ | 878,782,000 |
|
| $ | 1,098,909,000 |
|
| $ | 1,125,345,000 |
|
|
|
|
|
Cost | 2023 | 2022 | ||||||||||||
Balance, beginning of the year | $ | 364,110,000 | $ | 369,827,000 | ||||||||||
Properties transferred to/from held for sale | — | (11,495,000) | ||||||||||||
Disposals | (2,401,000) | — | ||||||||||||
Property impairments | — | (16,629,000) | ||||||||||||
Improvements and betterments | 6,456,000 | 22,407,000 | ||||||||||||
Balance, end of the year | $ | 368,165,000 | (d) | $ | 364,110,000 | |||||||||
Accumulated depreciation | ||||||||||||||
Balance, beginning of the year | $ | 157,468,000 | $ | 155,250,000 | ||||||||||
Properties transferred to/from held for sale | — | (15,339,000) | ||||||||||||
Disposals | (945,000) | — | ||||||||||||
Depreciation expense (e) | 9,966,000 | 17,557,000 | ||||||||||||
Balance, end of the year | $ | 166,489,000 | $ | 157,468,000 | ||||||||||
Net book value | $ | 201,676,000 | $ | 206,642,000 |
|
|
|
|
|
|
None
| Item 9A. Controls and Procedures |
Evaluation of
The Company maintains
Duringwere effective to provide reasonable assurance that information required to be disclosed by us in our filings under the three months ended December 31, 2021, there have been no changesSecurities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Company’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likelySEC's rules and forms and 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,that such information is accumulated and communicated to our management, necessarily wasincluding our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management Annual Report on Internal Control Over Financial Reporting
The Company’s
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control – 2013 Integrated Framework”. Based on such assessment, management believes that, as of December 31, 2021, the Company’s internal control over financial reporting is effective based on those criteria.
Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an opinion on the Company’s internal control over financial reporting, which appears elsewhere in this report.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Cedar Realty Trust, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Cedar Realty Trust, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Cedar Realty Trust, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and schedule listed in the Index at Item 15(a) and our report dated March 10, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Item 9A. Controls and Procedures – “Management Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
|
|
|
|
None.
|
|
Part III.
InThis Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm in accordance with SEC rules.
| ||
Paula J. Poskon | ||
E.J. Borrack | ||
M. Andrew Franklin | ||
Crystal Plum |
This item is incorporated by reference
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
Kerry G. Campbell | 90,000 | — | — | 90,000 | ||||||||||||||||||||||
Paula J. Poskon | 50,000 | — | — | 50,000 | ||||||||||||||||||||||
E.J. Borrack | 50,000 | — | — | 50,000 | ||||||||||||||||||||||
M. Andrew Franklin | — | — | — | — | ||||||||||||||||||||||
Crystal Plum | — | — | — | — |
| Item 11. Executive Compensation |
This item is incorporated by reference
Name | Fiscal Year | Salary (1) ($) | Bonus (2) ($) | Stock Awards (3) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||
M. Andrew Franklin (4) | 2023 | 159,000 | 70,000 | — | — | 229,000 | ||||||||||||||||||||||||||||||||
Chief Executive Officer | 2022 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
and President | ||||||||||||||||||||||||||||||||||||||
Crystal Plum (4) | 2023 | 99,000 | 44,000 | — | — | 143,000 | ||||||||||||||||||||||||||||||||
Chief Financial | 2022 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Officer |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
This item
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Class Beneficially Owned (1) | ||||||||||||
Wheeler Real Estate Investment Trust, Inc. 2529 Virginia Beach Boulevard Virginia Beach, VA 23452 | 13,718,169 | 100.0 | % |
Name of NEO or Director | Number of Series B Shares Beneficially Owned | Percentage of Series B Shares Beneficially Owned | Number of Series C Shares Beneficially Owned | Percentage of Series C Shares Beneficially Owned | ||||||||||||||||||||||
Kerry G. Campbell | — | * | — | * | ||||||||||||||||||||||
Paula J. Poskon | — | * | — | * | ||||||||||||||||||||||
E.J. Borrack | — | * | — | * | ||||||||||||||||||||||
M. Andrew Franklin | 2,890 | * | 1,900 | * | ||||||||||||||||||||||
Crystal Plum | — | * | — | * | ||||||||||||||||||||||
Directors and Executive Officers as a Group | 2,890 | * | 1,900 | * |
| Item 13. Certain Relationships and Related Transactions and Director Independence |
This item
December 31, | |||||||||||
2023 | 2022 | ||||||||||
Financings and real estate taxes | $ | 7,166,000 | $ | 7,166,000 | |||||||
Management fees | 225,000 | 110,000 | |||||||||
Leasing commissions | 161,000 | 85,000 | |||||||||
Cost Sharing Agreement allocations (a) | 548,000 | — | |||||||||
Other | (6,000) | (33,000) | |||||||||
Total | $ | 8,094,000 | $ | 7,328,000 |
| Item 14. Principal Accountant Fees and Services |
This item is incorporated by reference
Type of Fee | 2023 | 2022 | ||||||||||||
Audit Fees (1) | $ | 297,000 | $ | 282,000 | ||||||||||
Audit Related Fees | — | — | ||||||||||||
Tax Fees (2) | — | 183,000 | ||||||||||||
All Other Fees | — | — | ||||||||||||
Total | $ | 297,000 | $ | 465,000 |
| Item 15. Exhibits and Financial Statement Schedules |
(a)1. Financial Statements |
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2.Financial Statement Schedules |
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Incorporated by Reference | ||||||||||||||
Item |
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| Title or Description | Form | Filing Date | |||||||||||
2.1.a | Current Report on Form 8-K | March 3, 2022 | ||||||||||||
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2.1.b | Annual Report on Form 10-K | March 2, 2023 | ||||||||||||
2.1.c | Annual Report on Form 10-K | March 2, 2023 | ||||||||||||
2.1.d | Annual Report on Form 10-K | March 2, 2023 | ||||||||||||
2.2.a | Current Report on Form 8-K | March 3, 2022 | ||||||||||||
2.2.b | Proxy Statement on Schedule 14A | April 21, 2022 | ||||||||||||
2.2.c | Current Report on Form 8-K | August 12, 2022 | ||||||||||||
3.1.a | Annual Report on Form 10-K | February 25, 2014 | ||||||||||||
3.1.b | Registration Statement on Form 8-A | August 18, | ||||||||||||
3.1.c | Current Report on Form 8-K | August 22, | ||||||||||||
Incorporated by Reference | ||||||||||||||
| Title or Description | Form | Filing Date | |||||||||||
3.1.d | Current Report on Form 8-K | December 15, | ||||||||||||
3.1.e | Current Report on Form 8-K | May 7, | ||||||||||||
3.1.f | Current Report on Form 8-K | November 27, | ||||||||||||
3.1.g | Current Report on Form 8-K | November 27, | ||||||||||||
3.2 | Current Report on Form 8-K | November 2, | ||||||||||||
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Item | Title or Description | Form | Filing Date | |||||||||||
32.2† | ||||||||||||||
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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. | |||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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(c)The following financial statement schedules are filed as part of the report: |
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Chief Executive Officer and President (Principal Executive Officer) |
Chief Financial Officer (Principal Financial Officer and | |||||||
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5, 2024
/s/ | /s/ | |||||||
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Chief Executive Officer, President and Director (Principal Executive Officer) | Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | |||||||
/s/ KERRY G. CAMPBELL | /s/ E.J. BORRACK | |||||||
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/s/ PAULA J. POSKON | ||||||||
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