Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

OR

 

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

COMMISSION FILE NUMBER: 001-31817

 

 

CEDAR REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   42-1241468

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

44 South Bayles Avenue, Port Washington, New York 11050-3765

(Address of principal executive offices) (Zip Code)

(516) 767-6492

(Registrant’s telephone number, including area code)

 

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: At November 3, 2015, there were 85,048,937 shares of Common Stock, $0.06 par value, outstanding.

 

 

 


Table of Contents

CEDAR REALTY TRUST, INC.

INDEX

 

Forward-Looking Statements

     3   

Part I. Financial Information

  

Item 1.

  

Financial Statements (unaudited)

  
  

Consolidated Balance Sheets – September 30, 2015 and December 31, 2014

     4   
  

Consolidated Statements of Operations– Three and nine months ended September 30, 2015 and 2014

     5   
  

Consolidated Statements of Comprehensive Income – Three and nine months ended September 30, 2015 and 2014

     6   
  

Consolidated Statement of Equity– Nine months ended September 30, 2015

     7   
  

Consolidated Statements of Cash Flows– Nine months ended September 30, 2015 and 2014

     8   
  

Notes to Consolidated Financial Statements – September 30, 2015

     9-23   

Item 2.

  

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

     24-36   

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

     37   

Item 4.

  

Controls and Procedures

     38   

Part II. Other Information

  

Item 1.

  

Legal Proceedings

     39   

Item 1A.

  

Risk Factors

     39   

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

     39   

Item 3.

  

Defaults Upon Senior Securities

     39   

Item 4.

  

Mine Safety Disclosures

     39   

 

2


Table of Contents

Item 5.

    

Other Information

     39   

Item 6.

    

Exhibits

     39   

Signatures

     40   

Forward-Looking Statements

Certain statements made in this Form 10-Q or incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import, or the negative thereof. Factors which could cause actual results to differ materially from current expectations include, but are not limited to: adverse general economic conditions in the United States and uncertainty in the credit and retail markets; financing risks, such as the inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability; risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, tenant bankruptcies, adverse impact of internet sales demand, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; risks endemic to real estate and the real estate industry generally; the impact of the Company’s level of indebtedness on operating performance; inability of tenants to meet their rent and other lease obligations; adverse impact of new technology and e-commerce developments on the Company’s tenants; competitive risk; risks related to the geographic concentration of the Company’s properties in the Washington D.C. to Boston corridor; the effects of natural and other disasters; and the inability of the Company to realize anticipated returns from its redevelopment activities; and the risk factors discussed under Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effect of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.

 

3


Table of Contents

CEDAR REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

     September 30,
2015
    December 31,
2014
 

ASSETS

    

Real estate:

    

Land

   $ 314,773,000     $ 312,868,000  

Buildings and improvements

     1,189,627,000       1,163,305,000  
  

 

 

   

 

 

 
     1,504,400,000       1,476,173,000  

Less accumulated depreciation

     (291,991,000     (267,211,000
  

 

 

   

 

 

 

Real estate, net

     1,212,409,000       1,208,962,000  

Real estate held for sale

     13,084,000       16,508,000  

Cash and cash equivalents

     2,217,000       3,499,000  

Restricted cash

     4,981,000       7,859,000  

Receivables

     19,881,000       18,405,000  

Other assets and deferred charges, net

     35,032,000       31,546,000  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 1,287,604,000     $ 1,286,779,000  
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Mortgage loans payable

   $ 279,802,000     $ 393,388,000  

Unsecured revolving credit facility

     64,000,000       72,000,000  

Unsecured term loans

     300,000,000       200,000,000  

Accounts payable and accrued liabilities

     27,170,000       22,364,000  

Unamortized intangible lease liabilities

     22,019,000       23,776,000  
  

 

 

   

 

 

 

Total liabilities

     692,991,000       711,528,000  
  

 

 

   

 

 

 

Noncontrolling interest - limited partners’ mezzanine OP Units

     —          396,000  

Commitments and contingencies

     —          —     

Equity:

    

Cedar Realty Trust, Inc. shareholders’ equity:

    

Preferred stock ($.01 par value, 12,500,000 shares authorized):

    

Series B ($25.00 per share liquidation value, 10,000,000 shares authorized, 7,950,000 issued and outstanding)

     190,661,000       190,661,000  

Common stock ($.06 par value, 150,000,000 shares authorized, 85,050,000 and 79,213,000 shares, issued and outstanding, respectively)

     5,103,000       4,753,000  

Treasury stock (3,187,000 and 3,344,000 shares, respectively, at cost)

     (17,347,000     (18,803,000

Additional paid-in capital

     825,235,000       791,174,000  

Cumulative distributions in excess of net income

     (403,453,000     (395,087,000

Accumulated other comprehensive loss

     (7,198,000     (3,146,000
  

 

 

   

 

 

 

Total Cedar Realty Trust, Inc. shareholders’ equity

     593,001,000       569,552,000  
  

 

 

   

 

 

 

Noncontrolling interests:

    

Minority interests in consolidated joint ventures

     (843,000     2,872,000  

Limited partners’ OP Units

     2,455,000       2,431,000  
  

 

 

   

 

 

 

Total noncontrolling interests

     1,612,000       5,303,000  
  

 

 

   

 

 

 

Total equity

     594,613,000       574,855,000  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 1,287,604,000     $ 1,286,779,000  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements

 

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Table of Contents

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

     Three months ended September 30,     Nine months ended September 30,  
     2015     2014     2015     2014  

REVENUES

        

Rents

   $ 29,209,000     $ 29,356,000     $ 87,367,000     $ 87,702,000  

Expense recoveries

     6,852,000        7,128,000        23,887,000        23,566,000   

Other

     39,000        15,000        223,000        251,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     36,100,000        36,499,000        111,477,000        111,519,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

        

Operating, maintenance and management

     5,071,000        5,811,000        19,072,000        20,282,000   

Real estate and other property-related taxes

     4,717,000        4,503,000        14,369,000        13,697,000   

General and administrative

     3,696,000        3,316,000        11,267,000        10,620,000   

Acquisition costs

     —          —          499,000        2,870,000   

Depreciation and amortization

     9,642,000        9,665,000        28,871,000        28,806,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     23,126,000        23,295,000        74,078,000        76,275,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

OTHER

        

Gain on sales

     —          2,332,000        —          6,142,000   

Impairment reversals / (charges)

     127,000        (1,250,000     (1,106,000     (3,063,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other

     127,000        1,082,000        (1,106,000     3,079,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING INCOME

     13,101,000        14,286,000        36,293,000        38,323,000   

NON-OPERATING INCOME AND EXPENSES

        

Interest expense

     (6,927,000     (8,216,000     (21,412,000     (24,411,000

Early extinguishment of debt costs

     (48,000     —          (105,000     (150,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-operating income and expense

     (6,975,000     (8,216,000     (21,517,000     (24,561,000
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME FROM CONTINUING OPERATIONS

     6,126,000        6,070,000        14,776,000        13,762,000   

DISCONTINUED OPERATIONS

        

Income from operations

     —          80,000        12,000        1,579,000   

Impairment (charges) / reversals

     —          (441,000     153,000        (316,000

Gain on extinguishment of debt obligations

     —          —          —          1,423,000   

Gain on sales

     —          —          —          7,963,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total (loss) income from discontinued operations

     —          (361,000     165,000        10,649,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

     6,126,000        5,709,000        14,941,000        24,411,000   

Net loss (income) attributable to noncontrolling interests:

        

Minority interests in consolidated joint ventures

     77,000        84,000        266,000        297,000   

Limited partners’ interest in Operating Partnership

     (11,000     (8,000     (19,000     (76,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net loss attributable to noncontrolling interests

     66,000        76,000        247,000        221,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.

     6,192,000        5,785,000        15,188,000        24,632,000   

Preferred stock dividends

     (3,602,000     (3,602,000     (10,806,000     (10,806,000
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

   $ 2,590,000     $ 2,183,000     $ 4,382,000     $ 13,826,000  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

        

Continuing operations

   $ 0.03     $ 0.03     $ 0.05     $ 0.04  

Discontinued operations

     0.00        (0.00     0.00        0.14   
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 0.03     $ 0.03     $ 0.05     $ 0.18  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares - basic and diluted

     81,598,000        75,547,000        81,268,000        75,233,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements

 

5


Table of Contents

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

 

     Three months ended September 30,      Nine months ended September 30,  
     2015     2014      2015     2014  

Net income

   $ 6,126,000     $ 5,709,000      $ 14,941,000     $ 24,411,000  

Other comprehensive income - unrealized (loss) gain on change in fair value of cash flow hedges:

     (4,347,000     1,081,000        (4,069,000     (81,000
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income

     1,779,000       6,790,000        10,872,000       24,330,000  

Comprehensive loss attributable to noncontrolling interests

     85,000       73,000        264,000       227,000  
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income attributable to Cedar Realty Trust, Inc.

   $ 1,864,000     $ 6,863,000      $ 11,136,000     $ 24,557,000  
  

 

 

   

 

 

    

 

 

   

 

 

 

See accompanying notes to consolidated financial statements

 

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Table of Contents

CEDAR REALTY TRUST, INC.

Consolidated Statement of Equity

Nine months ended September 30, 2015

(unaudited)

 

    Cedar Realty Trust, Inc. Shareholders  
    Preferred stock     Common stock                                
    Shares     $25.00
Liquidation
value
    Shares     $0.06
Par value
    Treasury
stock,
at cost
    Additional
paid-in

capital
    Cumulative
distributions

in excess of
net income
    Accumulated
other
comprehensive
(loss)
    Total  

Balance, December 31, 2014

    7,950,000      $ 190,661,000        79,213,000      $ 4,753,000      $ (18,803,000   $ 791,174,000      $ (395,087,000   $ (3,146,000   $ 569,552,000   

Net income (loss)

    —          —          —          —          —          —          15,188,000        —          15,188,000   

Unrealized gain on change in fair value of cash flow hedges

    —          —          —          —          —          —          —          (4,052,000     (4,052,000

Share-based compensation, net

    —          —          46,000        3,000        1,456,000        188,000        —          —          1,647,000   

Common stock sales and issuance expenses, net

    —          —          5,751,000        345,000        —          41,341,000        —          —          41,686,000   

Preferred stock dividends

    —          —          —          —          —          —          (10,806,000     —          (10,806,000

Distributions to common shareholders/ noncontrolling interests

    —          —          —          —          —          —          (12,748,000     —          (12,748,000

Conversions / Redemption of OP Units

    —          —          40,000        2,000        —          280,000        —          —          282,000   

Reclassification of mezzanine OP Units

    —          —          —          —          —          —          —          —          —     

Reallocation adjustment of limited partners’ interest

    —          —          —          —          —          19,000        —          —          19,000   

Acquisition of noncontrolling interest

    —          —          —          —          —          (7,767,000     —          —          (7,767,000
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2015

    7,950,000      $ 190,661,000        85,050,000      $ 5,103,000      $ (17,347,000   $ 825,235,000      $ (403,453,000   $ (7,198,000   $ 593,001,000   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Noncontrolling Interests        
     Minority
interests in
consolidated
joint ventures
    Limited
partners’
interest in
Operating
Partnership
    Total     Total
equity
 

Balance, December 31, 2014

   $ 2,872,000      $ 2,431,000      $ 5,303,000      $ 574,855,000   

Net income (loss)

     (266,000     19,000        (247,000     14,941,000   

Unrealized gain on change in fair value of cash flow hedges

     —          (18,000     (18,000     (4,070,000

Share-based compensation, net

     —          —          —          1,647,000   

Common stock sales and issuance expenses, net

     —          —          —          41,686,000   

Preferred stock dividends

     —          —          —          (10,806,000

Distributions to common shareholders/ noncontrolling interests

     —          (58,000     (58,000     (12,806,000

Conversions / Redemption of OP Units

     —          (289,000     (289,000     (7,000

Reclassification of mezzanine OP Units

     —          385,000        385,000        385,000   

Reallocation adjustment of limited partners’ interest

     —          (15,000     (15,000     4,000   

Acquisition of noncontrolling interest

     (3,449,000     —          (3,449,000     (11,216,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2015

   $ (843,000   $ 2,455,000      $ 1,612,000      $ 594,613,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements

 

7


Table of Contents

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

     Nine months ended September 30,  
     2015     2014  

OPERATING ACTIVITIES

    

Net income

   $ 14,941,000     $ 24,411,000  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Impairment charges

     953,000       3,379,000  

Gain on extinguishment of debt obligations

     —          (1,423,000

Gain on sales

     —          (14,105,000

Straight-line rents

     (379,000     (697,000

Provision for doubtful accounts

     1,219,000       1,513,000  

Depreciation and amortization

     28,871,000       28,806,000  

Amortization of intangible lease liabilities

     (2,387,000     (3,349,000

Expense relating to share-based compensation, net

     2,432,000       2,429,000  

Amortization (including accelerated write-off) of deferred financing costs

     1,237,000       1,710,000  

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

    

Rents and other receivables, net

     (3,187,000     (5,081,000

Prepaid expenses and other

     (3,711,000     (4,170,000

Accounts payable and accrued liabilities

     (109,000     464,000  
  

 

 

   

 

 

 

Net cash provided by operating activities

     39,880,000       33,887,000  
  

 

 

   

 

 

 

INVESTING ACTIVITIES

    

Acquisition of real estate

     (24,453,000     (38,861,000

Expenditures for real estate improvements

     (7,339,000     (9,701,000

Net proceeds from sales of real estate

     5,891,000       85,411,000  

Construction escrows and other

     2,089,000       1,597,000  
  

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (23,812,000     38,446,000  
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Repayments under revolving credit facility

     (174,000,000     (213,500,000

Advances under revolving credit facility

     166,000,000       141,000,000  

Advances under term loans

     100,000,000       150,000,000  

Mortgage repayments

     (113,586,000     (165,291,000

Payments of debt financing costs

     (2,613,000     (1,310,000

Noncontrolling interests:

    

Distributions to consolidated joint venture minority interests

     —          (960,000

Purchase of joint venture minority interests share

     (11,216,000     —     

Distributions to limited partners

     (60,000     (66,000

Redemptions of OP Units

     (7,000     (424,000

Common stock sales less issuance expenses, net

     41,686,000       41,182,000  

Preferred stock dividends

     (10,806,000     (10,806,000

Distributions to common shareholders

     (12,748,000     (11,880,000
  

 

 

   

 

 

 

Net cash (used in) financing activities

     (17,350,000     (72,055,000
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (1,282,000     278,000  

Cash and cash equivalents at beginning of period

     3,499,000       3,973,000  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 2,217,000     $ 4,251,000  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements

 

8


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

Note 1. Business and Organization

Cedar Realty Trust, Inc. (the “Company”) is a real estate investment trust (“REIT”) that focuses primarily on ownership and operation of grocery-anchored shopping centers straddling the Washington, DC to Boston corridor. At September 30, 2015, the Company owned and managed a portfolio of 59 operating properties (excluding properties “held for sale”).

Cedar Realty Trust Partnership, L.P. (the “Operating Partnership”) is the entity through which the Company conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. At September 30, 2015, the Company owned a 99.6% economic interest in, and was the sole general partner of, the Operating Partnership. The limited partners’ interest in the Operating Partnership (0.4% at September 30, 2015) is represented by Operating Partnership Units (“OP Units”). The carrying amount of such interest is adjusted at the end of each reporting period to an amount equal to the limited partners’ ownership percentage of the Operating Partnership’s net equity. The approximately 352,000 OP Units outstanding at September 30, 2015 are economically equivalent to the Company’s common stock. The holders of OP Units have the right to exchange their OP Units for the same number of shares of the Company’s common stock or, at the Company’s option, for cash.

As used herein, the “Company” refers to Cedar Realty Trust, Inc. and its subsidiaries on a consolidated basis, including the Operating Partnership or, where the context so requires, Cedar Realty Trust, Inc. only.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation/Basis of Preparation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The financial statements are prepared on the accrual basis in accordance with GAAP, which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from these estimates. The prior period financial statements reflect certain reclassifications which had no impact on previously-reported net income attributable to common shareholders or earnings per share. The unaudited consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and

 

9


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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

Supplemental Consolidated Statements of Cash Flows Information

 

     Nine months ended September 30,  
     2015      2014  

Supplemental disclosure of cash activities:

     

Cash paid for interest

   $ 21,059,000      $ 24,734,000  

Supplemental disclosure of non-cash activities:

     

Capitalization of interest and financing costs

     336,000        597,000  

Conversions of OP Units into common stock

     282,000        371,000  

Mortgage loans payable assumed upon acquisition

     —           (53,439,000

Mortgage loans payable assumed by buyer

     —           15,557,000  

Deed-in-lieu of foreclosure of properties:

     

Real estate transferred

     —           (6,238,000

Mortgage loans payable and related obligations settled

     —           7,661,000  

Recently-Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance which amends the accounting for revenue recognition. Under the amended guidance, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption not permitted. The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements.

In August 2014, the FASB issued guidance which requires management to evaluate whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern, and to provide disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The guidance is effective for annual periods ending after December 15,

 

10


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

2016, with early adoption being permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In February 2015, the FASB issued guidance which amends the current consolidation requirements, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under the analysis, limited partnerships and other similar entities will be considered a variable interest entity unless the limited partners hold substantive kick-out rights or participating rights. The guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption being permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued guidance which amends the balance sheet presentation for debt issuance costs. Under the amended guidance, a company will present unamortized debt issuance costs as a direct deduction from the carrying amount of that debt liability. The guidance is to be applied on a retrospective basis, and is effective for annual reporting periods beginning after December 15, 2015, with early adoption being permitted. The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements.

Note 3. Real Estate

Acquisitions

On January 23, 2015, the Company acquired the New London Mall joint venture partner’s 60% ownership interest, giving the Company a 100% ownership interest in this property, which is located in New London, Connecticut. The purchase price for the interest was $27.3 million, consisting of $10.9 million in cash, and $16.4 million representing the 60% share of the in-place mortgage financing. As the property was previously controlled and consolidated by the Company, the acquisition of the 60% noncontrolling ownership interest was recorded as a capital transaction.

On February 27, 2015, the Company acquired Lawndale Plaza, located in Philadelphia, Pennsylvania. The purchase price for the property, which was unencumbered, was approximately $25.2 million. The Company incurred costs of $0.5 million in connection with this acquisition. In addition, the purchase price has been preliminarily allocated to real estate assets acquired and liabilities assumed, as applicable, in accordance with accounting policies for business combinations, with such valuations to be finalized when valuation studies are completed.

Properties Held For Sale Subsequent to December 31, 2013

On May 28, 2015, the Company sold Kenley Village, located in Hagerstown, Maryland, for $2.3 million. On July 22, 2015, the Company sold Circle Plaza, located in Shamokin Dam,

 

11


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

Pennsylvania, for $1.8 million. In addition, during 2014, the Company determined to sell Liberty Marketplace, located in Dubois, Pennsylvania. The sales and potential sales of these properties did not meet the criteria set forth in the guidance for reporting discontinued operations, which the Company adopted effective January 1, 2014. As such, these properties have been classified as “real estate held for sale” on the accompanying consolidated balance sheets, and their results of operations have remained in continuing operations.

The Company conducts a continuing review of the values for all remaining properties “held for sale” based on final sales prices and sales contracts entered into. Impairment charges/reversals, if applicable, are based on a comparison of the carrying values of the properties with either (1) actual sales prices less costs to sell for properties sold, or contract amounts for properties in the process of being sold, (2) estimated sales prices based on discounted cash flow analyses, if no contract amounts were as yet being negotiated (see Note 5 — “Fair Value Measurements”), or (3) with respect to land parcels, estimated sales prices, less cost to sell, based on comparable sales completed in the selected market areas. Prior to the Company’s determination to dispose of properties, which are subsequently reclassified to “held for sale”, the Company performs recoverability analyses based on the estimated undiscounted cash flows that were expected to result from the real estate investments’ use and eventual disposal. The projected undiscounted cash flows of each property reflects that the carrying value of each real estate investment would be recovered. However, as a result of the properties’ meeting the “held for sale” criteria, such properties were written down to the lower of their carrying value and estimated fair values less costs to sell.

Note 4. Discontinued Operations

On February 2, 2015, the Company sold Huntingdon Plaza, located in Huntingdon, Pennsylvania, for $2.2 million. Upon the sale of Huntingdon Plaza, the Company has no other properties for which the results are classified under the prior accounting guidance for discontinued operations. The following is a summary of the components of income from discontinued operations:

 

12


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2014      2015      2014  

REVENUES

           

Rents

   $  —        $ 109,000      $ 38,000      $ 2,589,000  

Expense recoveries and other

     —           16,000        1,000        893,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

     —           125,000        39,000        3,482,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

EXPENSES

           

Operating, maintenance and management

     —           26,000        20,000        736,000  

Real estate and other property-related taxes

     —           19,000        7,000        536,000  

Interest

     —           —           —           631,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses

     —           45,000        27,000        1,903,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

INCOME FROM OPERATIONS

     —           80,000        12,000        1,579,000  

IMPAIRMENT (CHARGES)/REVERSALS

     —           (441,000      153,000        (316,000

GAIN ON EXTINGUISHMENT OF DEBT OBLIGATIONS

     —           —           —           1,423,000  

GAIN ON SALES

     —           —           —           7,963,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL (LOSS) INCOME FROM DISCONTINUED OPERATIONS

   $  —        $ (361,000    $ 165,000      $ 10,649,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 5. Fair Value Measurements

The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, certain other assets, accounts payable and accrued liabilities, and variable-rate debt approximate their fair value due to their terms and/or short-term nature. The fair value of the Company’s investments and liabilities related to share-based compensation were determined to be Level 1 within the valuation hierarchy, and were based on independent values provided by financial institutions.

The fair value of the Company’s fixed rate mortgage loans were estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with similar terms and maturities. As of September 30, 2015 and December 31, 2014, respectively, the aggregate fair values of the Company’s unsecured revolving credit facility and term loans approximated the carrying values. As of September 30, 2015 and December 31, 2014, the aggregate fair values of the Company’s fixed rate mortgage loans payable, which were determined to be Level 3 within the valuation hierarchy, were approximately $291.3

 

13


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

million and $410.8 million, respectively; the carrying values of such loans were $279.8 million and $393.4 million, 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 September 30, 2015, the fair value associated with the “significant unobservable inputs” relating to the Company’s risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon “significant other observable inputs”.

Nonfinancial assets and liabilities measured at fair value in the consolidated financial statements consist of real estate held for sale, which are measured on a nonrecurring basis, have been determined to be (1) Level 2 within the valuation hierarchy, where applicable, based on the respective contracts of sale, adjusted for closing costs and expenses, or (2) Level 3 within the valuation hierarchy, where applicable, based on estimated sales prices, adjusted for closing costs and expenses, determined by discounted cash flow analyses, direct capitalization analyses or a sales comparison approach if no contracts had been concluded. The discounted cash flow and direct capitalization analyses include all estimated cash inflows and outflows over a specific holding period and, where applicable, any estimated debt premiums. These cash flows were comprised of unobservable inputs which included forecasted rental revenues and expenses based upon existing in-place leases, market conditions and expectations for growth. Capitalization rates and discount rates utilized in these analyses were based upon observable rates that the Company believed to be within a reasonable range of current market rates for the respective properties. The sales comparison approach was utilized for certain land values and include comparable sales that were completed in the selected market areas. The comparable sales utilized in these analyses were based upon observable per acre rates that the Company believed to be within a reasonable range of current market rates for the respective properties.

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

 

14


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

The following tables show the hierarchy for those assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, respectively:

 

     September 30, 2015  

Description

   Level 1      Level 2      Level 3      Total  

Investments related to share-based compensation liabilities (a)

   $ 516,000       $ —         $ —         $ 516,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based compensation liabilities (b)

   $ 509,000       $ —         $ —         $ 509,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest rate swaps liability (b)

   $ —         $ 7,038,000       $ —         $ 7,038,000   
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2014  

Description

   Level 1      Level 2      Level 3      Total  

Investments related to share-based compensation liabilities (a)

   $ 492,000       $ —         $ —         $ 492,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based compensation liabilities (b)

   $ 487,000       $ —         $ —         $ 487,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest rate swaps liability (b)

   $ —         $ 2,777,000       $ —         $ 2,777,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(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.

The following tables show the hierarchy for those assets measured at fair value on a non-recurring basis as of September 30, 2015 and December 31, 2014, respectively:

 

15


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

     September 30, 2015  

Description

   Level 1      Level 2      Level 3      Total  

Real estate held for sale

   $ —         $ —         $ 13,084,000       $ 13,084,000   
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2014  

Description

   Level 1      Level 2      Level 3      Total  

Real estate held for sale

   $ —         $ 3,424,000       $ 13,084,000       $ 16,508,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table details the quantitative information regarding Level 3 assets measured at fair value on a non-recurring basis as of September 30, 2015 and December 31, 2014, respectively:

 

September 30, 2015

Description

   Fair value      Valuation
Technique
   Unobservable
inputs
   Rate

Retail property

   $ 13,084,000       Discounted cash flow    Capitalization rate    8.3%
  

 

 

          
         Discount rate    9.6%

December 31, 2014

Description

   Fair value      Valuation
Technique
   Unobservable
inputs
   Rate

Retail property

   $ 13,084,000       Discounted cash flow    Capitalization rate    8.3%
  

 

 

          
         Discount rate    9.6%

 

16


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

Note 6. Mortgage Loans Payable and Credit Facility

Mortgage Loans Payable

During the nine months ended September 30, 2015, the Company repaid the following mortgage loans payable:

 

Property

   Repayment Date    Principal Payoff
Amount
 

New London Mall

   February 1, 2015    $ 27,365,000  

Oak Ridge Shopping Center

   March 11, 2015    $ 3,155,000  

Pine Grove Plaza

   June 1, 2015    $ 5,139,000  

Quartermaster Plaza

   July 1, 2015    $ 41,327,000  

Groton Shopping Center

   July 1, 2015    $ 10,953,000  

Jordan Lane

   August 2, 2015    $ 11,682,000  

Southington Center

   August 2, 2015    $ 5,129,000  

Oakland Mills

   September 1, 2015    $ 4,385,000  

Unsecured Revolving Credit Facility and Term Loans

The Company has a $310 million unsecured credit facility which, as amended on February 5, 2015, consists of (1) a $260 million revolving credit facility, expiring on February 5, 2019, and (2) a $50 million term loan, expiring on February 5, 2020. The revolving credit facility may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. Interest on borrowings under the revolving credit facility component can range from LIBOR plus 135 basis points (“bps”) to 195 bps (135 bps at September 30, 2015) and interest on borrowings under the term loan component can range from LIBOR plus 130 to 190 bps (130 bps at September 30, 2015), each based on the Company’s leverage ratio. As of September 30, 2015, the Company had $195.8 million available for additional borrowings under the revolving credit facility.

The Company has $150 million of unsecured term loans comprised of a five-year $75 million term loan, maturing on February 11, 2019, and a seven-year $75 million term loan, maturing on February 11, 2021. Interest on borrowings under the five-year $75 million term loan can range from LIBOR plus 130 bps to 190 bps (130 bps at September 30, 2015) and interest on borrowings under the seven-year $75 million term loan can range from LIBOR plus 170 bps to 230 bps (170 bps at September 30, 2015), each based on the Company’s leverage ratio. Additionally, the Company has entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for these term loans through their maturities. Based on the

 

17


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

Company’s leverage ratio as of September 30, 2015, the effective fixed interest rates are 2.9% for the five-year $75 million term loan and 4.0% for the seven-year $75 million term loan, respectively.

On February 5, 2015, the Company closed $100 million of new unsecured term loans comprised of a five-year $50 million term loan maturing February 5, 2020 (all of which was borrowed at closing), and a seven-year $50 million term loan maturing February 5, 2022 (all of which was borrowed on June 26, 2015). Interest on borrowings under the five-year $50 million term loan can range from LIBOR plus 130 to 190 bps (130 bps at September 30, 2015) and interest on borrowings under the seven-year $50 million term loan can range from LIBOR plus 155 bps to 215 bps (155 bps at September 30, 2015), each based on the Company’s leverage ratio. Additionally, the Company entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for these term loans beginning on July 1, 2015 through their maturities. Based on the Company’s leverage ratio as of September 30, 2015, the effective fixed interest rates are 2.8% for the five-year $50 million term loan and 3.3% for the seven-year $50 million term loan.

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. Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income, as defined in the agreements. 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. As of September 30, 2015 the Company is in compliance with all financial covenants.

Derivative Financial Instruments

At September 30, 2015, the Company had $7,038,000 included in accounts payable and accrued liabilities on the consolidated balance sheet relating to the fair value of the interest rate swaps applicable to the unsecured term loans discussed above. Charges and/or credits relating to the changes in the fair value of the interest rate swaps are made to accumulated other comprehensive income (loss), noncontrolling interests (minority interests in consolidated joint ventures and limited partners’ interest), or operations (included in interest expense), as applicable. Over time, the unrealized gains and losses recorded in accumulated other comprehensive loss will be reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affect earnings. The Company estimates that approximately $3.9 million of accumulated other comprehensive loss will be reclassified as a charge to earnings within the next twelve months.

The following is a summary of the derivative financial instruments held by the Company

 

18


Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

at September 30, 2015 and December 31, 2014:

 

September 30, 2015

Designation/

Cash flow

  

Derivative

   Count    Notional
value
     Fair
value
    

Maturity
dates

  

Balance sheet location

Qualifying

   Interest rate swaps    4    $ 250,000,000      $ 7,038,000      2019 - 2022    Accounts payable and accrued liabilities
        

 

 

    

 

 

       

December 31, 2014

Designation/

Cash flow

  

Derivative

   Count    Notional
value
     Fair
value
    

Maturity
dates

  

Balance sheet

location

Qualifying

   Interest rate swaps    2    $ 150,000,000      $ 2,777,000      2019 and 2021    Accounts payable and accrued liabilities
        

 

 

    

 

 

       

The following presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and the consolidated statements of equity for the three and nine months ended September 30, 2015 and 2014, respectively:

 

     (Loss) gain recognized in other
comprehensive income
(effective portion)
 
Designation/   

Derivative

   Three months ended September 30,      Nine months ended September 30,  

Cash flow

      2015     2014      2015     2014  

Qualifying

   Interest rate swaps    $ (5,434,000   $ 324,000      $ (6,619,000   $ (1,118,000

 

     (Gain) loss recognized in other
comprehensive income
reclassified into earnings (effective  portion)
 
     Three months ended September 30,      Nine months ended September 30,  

Classification

   2015      2014      2015      2014  

Continuing Operations

   $ 1,087,000      $ 757,000      $ 2,550,000      $ 908,000  

Discontinued Operations

   $ —        $ —        $ —        $ 129,000  

As of September 30, 2015, the Company believes it has no significant risk associated with non-performance of the financial institutions which are the counterparties to its derivative contracts. Additionally, based on the rates in effect as of September 30, 2015, if a counterparty were to default, the Company would receive a net interest benefit.

 

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Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

Note 7. Commitments and Contingencies

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

Note 8. Shareholders’ Equity

On January 12, 2015, the Company concluded a public offering of 5,750,000 shares of its common stock (including 750,000 shares relating to the exercise of an over-allotment option by the underwriters), and realized net proceeds, after offering expenses, of approximately $41.9 million.

On April 25, 2015, the demand registration rights afforded to the holders of the mezzanine OP Units expired and, accordingly, such OP Units now meet the requirements for equity classification.

The Company had at-the-market offering programs, which expired on May 29, 2015, under which it could offer and sell, from time-to-time, shares of its common and preferred stock. Prior to the expiration of these programs, there were no shares sold during 2015.

Dividends

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

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2014      2015      2014  

Common stock

   $ 0.050       $ 0.050       $ 0.150       $ 0.150   

7.250% Series B Preferred Stock

   $ 0.453       $ 0.453       $ 1.359       $ 1.359   

On October 20, 2015, the Company’s Board of Directors declared a dividend of $0.05 per share with respect to its common stock. At the same time, the Board declared a dividend of $0.453125 per share with respect to the Company’s Series B Preferred Stock. The distributions are payable on November 20, 2015 to shareholders of record on November 10, 2015.

 

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Table of Contents

Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

Note 9. Revenues

Rental revenues for the three and nine months ended September 30, 2015 and 2014, respectively, are comprised of the following:

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2014      2015      2014  

Base rents

   $ 28,178,000      $ 27,840,000      $ 84,032,000      $ 83,205,000  

Percentage rent

     215,000        196,000        569,000        451,000  

Straight-line rents

     90,000        219,000        379,000        697,000  

Amortization of intangible lease liabilities, net

     726,000        1,101,000        2,387,000        3,349,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total rents

   $ 29,209,000      $ 29,356,000      $ 87,367,000      $ 87,702,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 10. Share-Based Compensation

The following tables set forth certain share-based compensation information for the three and nine months ended September 30, 2015 and 2014, respectively:

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2014      2015      2014  

Expense relating to share grants

   $ 750,000      $ 878,000      $ 2,499,000      $ 2,602,000  

Amounts capitalized

     (23,000      (60,000      (67,000      (173,000
  

 

 

    

 

 

    

 

 

    

 

 

 

Total charged to operations

   $ 727,000      $ 818,000      $ 2,432,000      $ 2,429,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s 2012 Stock Incentive Plan (the “2012 Plan”) establishes the procedures for the granting of, among other things, restricted stock awards. During the nine months ended September 30, 2015, there were 180,000 time-based restricted shares issued, with a weighted average grant date fair value of $7.43 per share. At September 30, 2015, approximately 1.5 million shares remained available for grants pursuant to the 2012 Plan.

Note 11. Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities (restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such shares have non-forfeitable rights to receive dividends). Unvested restricted shares are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common shareholders. For the three months ended September 30, 2015 and 2014, the Company had 3.4 million and 3.7 million, respectively, of weighted average unvested restricted shares outstanding. For the nine months ended September 30, 2015 and 2014,

 

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Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

the Company had 3.5 million and 3.7 million, respectively, of weighted average unvested restricted shares outstanding. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2015 and 2014, respectively:

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2014      2015      2014  

Numerator

           

Income from continuing operations

   $ 6,126,000      $ 6,070,000      $ 14,776,000      $ 13,762,000  

Preferred stock dividends

     (3,602,000      (3,602,000      (10,806,000      (10,806,000

Net loss attributable to noncontrolling interests

     66,000        75,000        248,000        287,000  

Net earnings allocated to unvested shares

     (171,000      (183,000      (529,000      (641,000
  

 

 

    

 

 

    

 

 

    

 

 

 

Income from continuing operations attributable to vested common shares

     2,419,000        2,360,000        3,689,000        2,602,000  

(Loss) income from discontinued operations, net of noncontrolling interests, attributable to vested common shares

     —           (360,000      164,000        10,583,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income attributable to vested common shares outstanding

   $ 2,419,000      $ 2,000,000      $ 3,853,000      $ 13,185,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator

           

Weighted average number of vested common shares outstanding

     81,598,000        75,547,000        81,268,000        75,233,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Earnings per vested common share, basic and diluted

           

Continuing operations

   $ 0.03      $ 0.03      $ 0.05      $ 0.04  

Discontinued operations

   $ 0.00      $ (0.00    $ 0.00      $ 0.14  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 0.03      $ 0.03      $ 0.05      $ 0.18  
  

 

 

    

 

 

    

 

 

    

 

 

 

Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. The net loss attributable to noncontrolling interests of the Operating Partnership has been excluded from the numerator and the related OP Units have been excluded from the denominator for the purpose of calculating diluted EPS as there would have been no effect had such amounts been included. The weighted average number of OP Units outstanding were 375,000 and 395,000 for the three months ended September 30, 2015 and 2014, respectively, and 387,000 and 447,000 for the nine months ended September 30, 2015 and 2014, respectively.

 

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Cedar Realty Trust, Inc.

Notes to Consolidated Financial Statements

September 30, 2015

(unaudited)

 

Note 12. Subsequent Events

In determining subsequent events, management reviewed all activity from October 1, 2015 through the date of filing this Quarterly Report on Form 10-Q.

 

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

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

Executive Summary

The Company is a fully-integrated real estate investment trust that focuses primarily on ownership and operation of grocery-anchored shopping centers straddling the Washington DC to Boston corridor. At September 30, 2015, the Company owned and managed a portfolio of 59 operating properties (excluding properties “held for sale”) totaling approximately 9.3 million square feet of gross leasable area (“GLA”). The portfolio was 93.3% leased and 92.0% occupied at September 30, 2015.

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

2015 Significant Transactions

Acquisitions

On January 23, 2015, the Company acquired the New London Mall joint venture partner’s 60% ownership interest, giving the Company a 100% ownership interest in this property, which is located in New London, Connecticut. The purchase price for the interest was $27.3 million, consisting of $10.9 million in cash, and $16.4 million representing the 60% share of the in-place mortgage financing. As the property was previously controlled and consolidated by the Company, the acquisition of the 60% noncontrolling ownership interest was recorded as a capital transaction.

On February 27, 2015, the Company acquired Lawndale Plaza, located in Philadelphia, Pennsylvania. The purchase price for the property, which was unencumbered, was approximately $25.2 million. The Company incurred costs of $0.5 million in connection with this acquisition.

 

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Dispositions

During the nine months ended September 30, 2015, the Company sold the following properties:

 

Property

  

Location

   GLA    Date
Sold
   Sales
Price
 

Continuing operations:

           

Kenley Village

   Hagerstown, MD    51,894    5/28/2015    $ 2,275,000  

Circle Plaza

   Shamokin Dam, PA    92,171    7/22/2015      1,800,000  
           

 

 

 
            $ 4,075,000  
           

 

 

 

Discontinued operations:

           

Huntingdon Plaza

   Huntingdon, PA    142,845    2/2/2015    $ 2,200,000  
           

 

 

 

Debt

On February 5, 2015, the Company amended its existing $310 million unsecured credit facility. In addition, the Company closed $100 million of new unsecured term loans. See “Liquidity and Capital Resources” below for additional details.

During the nine months ended September 30, 2015, the Company repaid the following mortgage loans payable:

 

Property

   Repayment Date    Principal Payoff
Amount
 

New London Mall

   February 1, 2015    $ 27,365,000  

Oak Ridge Shopping Center

   March 11, 2015    $ 3,155,000  

Pine Grove Plaza

   June 1, 2015    $ 5,139,000  

Quartermaster Plaza

   July 1, 2015    $ 41,327,000  

Groton Shopping Center

   July 1, 2015    $ 10,953,000  

Jordan Lane

   August 2, 2015    $ 11,682,000  

Southington Center

   August 2, 2015    $ 5,129,000  

Oakland Mills

   September 1, 2015    $ 4,385,000  

Equity

On January 12, 2015, the Company concluded a public offering of 5,750,000 shares of its common stock (including 750,000 shares relating to the exercise of an over-allotment option by the underwriters), and realized net proceeds, after offering expenses, of approximately $41.9 million.

 

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On April 25, 2015, the demand registration rights afforded to the holders of the mezzanine OP Units expired and, accordingly, such OP Units now meet the requirements for equity classification.

The Company had at-the-market offering programs, which expired on May 29, 2015, under which it could offer and sell, from time-to-time, shares of its common and preferred stock. Prior to the expiration of these programs, there were no shares sold during 2015.

Results of Operations

Comparison of three months ended September 30, 2015 to 2014

 

                   Change
     2015      2014      Dollars      Percent

Revenues

   $ 36,100,000      $ 36,499,000      $ (399,000    -1.1%

Property operating expenses

     (9,788,000      (10,314,000      526,000      -5.1%
  

 

 

    

 

 

    

 

 

    

Property operating income

     26,312,000        26,185,000        127,000     

General and administrative

     (3,696,000      (3,316,000      (380,000    11.5%

Depreciation and amortization

     (9,642,000      (9,665,000      23,000      -0.2%

Gain on sales

     —           2,332,000        (2,332,000    n/a

Impairment reversals / (charges)

     127,000        (1,250,000      1,377,000      n/a

Interest expense

     (6,927,000      (8,216,000      1,289,000      -15.7%

Early extinguishment of debt costs

     (48,000      —           (48,000    n/a
  

 

 

    

 

 

    

 

 

    

Income from continuing operations

     6,126,000        6,070,000        56,000     

Discontinued operations:

           

Income from operations

     —           80,000        (80,000    n/a

Impairment reversals

     —           (441,000      441,000      n/a
  

 

 

    

 

 

    

 

 

    

Net income

     6,126,000        5,709,000        417,000     

Net loss attributable to noncontrolling interests

     66,000        76,000        (10,000   
  

 

 

    

 

 

    

 

 

    

Net income attributable to Cedar Realty Trust, Inc.

   $ 6,192,000      $ 5,785,000      $ 407,000     
  

 

 

    

 

 

    

 

 

    

Revenues were lower primarily as a result of (1) a decrease of $0.9 million in rental revenues and expense recoveries attributable to properties that were sold in 2015 and 2014, and (2) a decrease of $0.5 million in straight-line revenue and amortization of intangible lease liabilities revenue attributable to the Company’s same-center properties, partially offset by (1) an increase of $0.5 million in rental revenues and expense recoveries attributable to a property acquired in the first quarter of 2015, (2) an increase of $0.3 million in rental revenues and expense recoveries attributable to the Company’s redevelopment properties, and (3) an increase of $0.2 million in base rental revenue, percentage rental revenue and expense recoveries attributable to the Company’s same-center properties.

Property operating expenses were lower primarily as a result of (1) a decrease of $0.5 million in other operating expenses, primarily repairs and maintenance, and non-billable expenses,

 

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and (2) a decrease of $0.2 million in property operating expenses attributable to properties that were sold in 2015 and 2014, partially offset by an increase of $0.1 million in property operating expenses attributable to a property acquired in the first quarter of 2015.

General and administrative costs were higher primarily as a result of an increase in professional fees.

Depreciation and amortization expenses remained consistent primarily as a result of (1) a decrease of $0.2 million in depreciation and amortization expenses attributable to the Company’s same-center properties, and (2) a decrease of $0.1 million in depreciation and amortization expenses attributable to properties that were sold in 2015 and 2014, offset by an increase of $0.3 million in depreciation and amortization expenses attributable to a property acquired in the first quarter of 2015.

Gain on sales in 2014 relates to the sales of Carbondale Plaza, located in Carbondale, Pennsylvania, and Virginia Little Creek, located in Norfolk, Virginia.

Impairment reversals/(charges) in 2015 and 2014 relate to the impairments and/or reversals of impairments attributable to properties that were sold or held for sale in 2015 and 2014 that did not qualify for discontinued operations treatment.

Interest expense was lower primarily (1) $0.8 million as a result of a decrease in the overall weighted average interest rate, and (2) $0.5 million as a result of a decrease in the overall outstanding principal balance of debt.

Discontinued operations for 2014 include the results of operations, impairment reversals, gain on extinguishment of debt obligations, and gain on sales attributable to properties that qualified for treatment as discontinued operations.

 

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Comparison of nine months ended September 30, 2015 to 2014

 

                   Change
     2015      2014      Dollars      Percent

Revenues

   $ 111,477,000      $ 111,519,000      $ (42,000    0.0%

Property operating expenses

     (33,441,000      (33,979,000      538,000      -1.6%
  

 

 

    

 

 

    

 

 

    

Property operating income

     78,036,000        77,540,000        496,000     

General and administrative

     (11,267,000      (10,620,000      (647,000    6.1%

Acquisition costs

     (499,000      (2,870,000      2,371,000      n/a

Depreciation and amortization

     (28,871,000      (28,806,000      (65,000    0.2%

Gain on sales

     —           6,142,000        (6,142,000    n/a

Impairment charges

     (1,106,000      (3,063,000      1,957,000      n/a

Interest expense

     (21,412,000      (24,411,000      2,999,000      -12.3%

Early extinguishment of debt costs

     (105,000      (150,000      45,000      n/a
  

 

 

    

 

 

    

 

 

    

Income from continuing operations

     14,776,000        13,762,000        1,014,000     

Discontinued operations:

           

Income from operations

     12,000        1,579,000        (1,567,000    -99.2%

Impairment reversals / (charges)

     153,000        (316,000      469,000      n/a

Gain on extinguishment of debt obligations

     —           1,423,000        (1,423,000    n/a

Gain on sales

     —           7,963,000        (7,963,000    n/a
  

 

 

    

 

 

    

 

 

    

Net income

     14,941,000        24,411,000        (9,470,000   

Net loss attributable to noncontrolling interests

     247,000        221,000        26,000     
  

 

 

    

 

 

    

 

 

    

Net income attributable to Cedar Realty Trust, Inc.

   $ 15,188,000      $ 24,632,000      $ (9,444,000   
  

 

 

    

 

 

    

 

 

    

Revenues remained consistent as a result of (1) an increase of $3.3 million in rental revenues and expense recoveries attributable to properties acquired in the first quarters of 2015 and 2014, (2) an increase of $0.8 million in rental revenues and expense recoveries attributable to the Company’s redevelopment properties, and (3) an increase of $0.8 million in base rental revenue, percentage rental revenue and expense recoveries attributable to the Company’s same-center properties, offset by (1) a decrease of $3.8 million in rental revenues and expense recoveries attributable to properties that were sold in 2015 and 2014, and (2) a decrease of $1.3 million in straight-line revenue and amortization of intangible lease liabilities revenue attributable to the Company’s same-center properties .

Property operating expenses were lower as a result of (1) a decrease of $0.8 million in property operating expenses attributable to properties that were sold in 2015 and 2014, (2) a decrease of $0.8 million in other operating expenses, primarily bad debt expense, repairs and maintenance, and non-billable expenses, and (3) a decrease of $0.1 million in payroll and payroll related costs, offset by an increase of $1.2 million in property operating expenses attributable to properties acquired in the first quarters of 2015 and 2014.

 

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General and administrative costs were higher primarily as a result of an increase in professional fees.

Acquisition costs in 2015 relate to the purchase of Lawndale Plaza, located in Philadelphia, Pennsylvania. Acquisition costs in 2014 relate to the purchase of Quartermaster Plaza, located in Philadelphia, Pennsylvania.

Depreciation and amortization expenses remained consistent primarily as a result of a reduction of $1.0 million in depreciation and amortization expenses attributable to properties that were sold in 2015 and 2014, offset by an increase of $1.0 million in depreciation and amortization expenses attributable to properties acquired in the first quarters of 2015 and 2014.

Gain on sales in 2014 relates to the sales of Carbondale Plaza, located in Carbondale, Pennsylvania, Virginia Little Creek, located in Norfolk, Virginia, and Fairview Plaza, located in new Cumberland, Pennsylvania.

Impairment charges in 2015 and 2014 relate to the impairments attributable to properties that were sold or held for sale in 2015 and 2014.

Interest expense was lower (1) $2.0 million as a result of a decrease in the overall outstanding principal balance of debt, (2) $0.8 million as a result of a decrease in the overall weighted average interest rate, and (3) $0.5 million as a result of a decrease in the amortization of deferred financing costs, partially offset by (1) $0.3 million as a result of a decrease in capitalized interest.

Early extinguishment of debt costs in 2015 and 2014 relate to write-offs of unamortized fees associated with the prepayment of certain mortgage loans payable.

Discontinued operations for 2015 and 2014 include the results of operations, impairment reversals/charges, gain on extinguishment of debt obligations, and gain on sales attributable to properties that qualified for treatment as discontinued operations.

Same-Property Net Operating Income

Same-property net operating income (“same-property NOI”) is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors as it provides an indication of the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses, as well as other infrequent items such as lease termination income which tends to fluctuate more than rents from year to year. Properties are included in same-property NOI if they are owned and operated for the entirety of both periods being compared, except for properties undergoing significant redevelopment and expansion until such properties have stabilized, and properties classified as held for sale. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from same-property NOI.

 

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The most directly comparable GAAP financial measure is consolidated operating income. Same-property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. Further, same-property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company’s peers, and thus may not provide an adequate basis for comparison between REITs. The following table reconciles same-property NOI to the Company’s consolidated operating income:

 

     Three months ended September 30,     Nine months ended September 30,  
     2015     2014     2015     2014  

Consolidated operating income

   $ 13,101,000     $ 14,286,000     $ 36,293,000     $ 38,323,000  

Add (deduct):

        

General and administrative

     3,696,000       3,316,000       11,267,000       10,620,000  

Acquisition costs

     —          —          499,000       2,870,000  

Gain on sales

     —          (2,332,000     —          (6,142,000

Impairment (reversals) / charges

     (127,000     1,250,000       1,106,000       3,063,000  

Depreciation and amortization

     9,642,000       9,665,000       28,871,000       28,806,000  

Corporate costs included in property expenses

     1,151,000       934,000       3,387,000       3,643,000  

Straight-line rents

     (90,000     (219,000     (379,000     (697,000

Amortization of intangible lease liabilities

     (726,000     (1,101,000     (2,387,000     (3,349,000

Internal management fees charged to properties

     (951,000     (957,000     (2,643,000     (2,585,000

Lease termination income and other adjustments

     (45,000     277,000       105,000       306,000  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated NOI

     25,651,000       25,119,000       76,119,000       74,858,000  

Less NOI related to properties not defined as same-property

     (3,666,000     (3,606,000     (14,995,000     (14,967,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Same-property NOI

   $ 21,985,000     $ 21,513,000     $ 61,124,000     $ 59,891,000  
  

 

 

   

 

 

   

 

 

   

 

 

 

Number of same properties

     53        53        52        52   

Same-property occupancy, end of period

     92.5     93.7     92.4     93.5

Same-property leased, end of period

     93.5     93.9     93.9     93.7

Same-property average base rent, end of period

   $ 13.19     $ 12.96     $ 13.11     $ 12.80  

Same-property NOI for the comparative three month periods increased by 2.2%. The results reflect an increase in average base rent of $0.23 per square foot, which was partially offset by a decrease in occupancy of 120 bps. Same-property NOI for the comparative nine month periods increased by 2.1%. The results reflect an increase in average base rent of $0.31 per square foot, which was partially offset by a decrease in occupancy of 110 bps.

 

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Leasing Activity

The following is a summary of the Company’s leasing activity during the nine months ended September 30, 2015:

 

     Leases
signed
     GLA      New rent
per sq.ft. ($)
     Prior rent
per sq.ft. ($)
     Cash basis
% change
    Tenant
improvements
per sq.ft. ($) (a)
 

Renewals

     71         461,700         13.09         12.16         7.7     0.00   

New Leases - Comparable

     26         114,800         13.36         12.21         9.4     21.27   

New Leases - Non-Comparable

     7         72,600         10.98         n/a         n/a        16.42   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total (b)

     104         649,100         13.02         n/a         n/a        5.60   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

(a) Includes both tenant allowance and landlord work. Excludes first generation space.
(b) Legal fees and leasing commissions averaged a combined total of $2.68 per square foot.

Liquidity and Capital Resources

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

The Company has a $310 million unsecured credit facility which, as amended on February 5, 2015, consists of (1) a $260 million revolving credit facility, expiring on February 5, 2019, and (2) a $50 million term loan, expiring on February 5, 2020. The revolving credit facility may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. Interest on borrowings under the revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (135 bps at September 30, 2015) and interest on borrowings under the term loan component can range from LIBOR plus 130 to 190 bps (130 bps at September 30, 2015), each based on the Company’s leverage ratio. As of September 30, 2015, the Company had $195.8 million available for additional borrowings under the revolving credit facility.

On February 5, 2015, the Company closed $100 million of new unsecured term loans comprised of a five-year $50 million term loan maturing February 5, 2020 (all of which was borrowed at closing), and a seven-year $50 million term loan maturing February 5, 2022 (all of

 

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which was borrowed on June 26, 2015). Interest on borrowings under the five-year $50 million term loan can range from LIBOR plus 130 to 190 bps (130 bps at September 30, 2015) and interest on borrowings under the seven-year $50 million term loan can range from LIBOR plus 155 bps to 215 bps (155 bps at September 30, 2015), each based on the Company’s leverage ratio. Additionally, the Company entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for these term loans beginning on July 1, 2015 through their maturities. Based on the Company’s leverage ratio as of September 30, 2015, the effective fixed interest rates are 2.8% for the five-year $50 million term loan and 3.3% for the seven-year $50 million term loan.

The Company has $150 million of unsecured term loans comprised of a five-year $75 million term loan, maturing on February 11, 2019, and a seven-year $75 million term loan, maturing on February 11, 2021. Interest on borrowings under the five-year $75 million term loan can range from LIBOR plus 130 bps to 190 bps (130 bps at September 30, 2015) and interest on borrowings under the seven-year $75 million term loan can range from LIBOR plus 170 bps to 230 bps (170 bps at September 30, 2015), each based on the Company’s leverage ratio. Additionally, the Company has entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for these term loans through their maturities. Based on the Company’s leverage ratio as of September 30, 2015, the effective fixed interest rates are 2.9% for the five-year $75 million term loan and 4.0% for the seven-year $75 million term loan, respectively.

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. Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income, as defined in the agreement. The Company’s failure to comply with the covenants or the occurrence of an event of default under the facility could result in the acceleration of the related debt. As of September 30, 2015, the Company is in compliance with all financial covenants.

 

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Debt is comprised of the following at September 30, 2015:

 

            Interest rates

Description

   Balance
outstanding
     Weighted -
average
 

Range

Fixed-rate mortgages

   $ 279,802,000       5.3%   3.1% - 7.5%

Unsecured credit facilities:

       

Variable-rate:

       

Revolving credit facility

     64,000,000       1.5%  

Term loan

     50,000,000       1.6%  

Fixed-rate (a):

       

Term loan

     75,000,000       2.9%  

Term loan

     50,000,000       2.8%  

Term loan

     75,000,000       4.0%  

Term loan

     50,000,000       3.3%  
  

 

 

    

 

 
   $ 643,802,000       3.9%  
  

 

 

    

 

 

 

(a) The interest rates on these term loans consist of LIBOR plus a credit spread based on the Company’s leverage ratio, for which the Company has interest rate swap agreements which convert the LIBOR rates to fixed rates. Accordingly, these term loans are presented as fixed-rate debt. See “Quantitative and Qualitative Disclosures About Market Risk” below.

As of September 30, 2015, the Company has approximately $1.2 million of scheduled debt principal amortization payments remaining for 2015.

Property-specific mortgage loans payable mature at various dates through 2029. The terms of several of the Company’s mortgage loans payable require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established, and is not available to fund other property-level or Company-level obligations.

On January 12, 2015, the Company concluded a public offering of 5,750,000 shares of its common stock (including 750,000 shares relating to the exercise of an over-allotment option by the underwriters), and realized net proceeds, after offering expenses, of approximately $41.9 million.

The Company had at-the-market offering programs, which expired on May 29, 2015, under which it could offer and sell, from time-to-time, shares of its common and preferred stock. During the nine months ended September 30, 2015, there were no shares sold under these programs.

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its “REIT taxable income”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The Company paid common and preferred stock dividends during 2014, and has continued to declare and pay common and preferred stock dividends during 2015. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will

 

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continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant.

Net Cash Flows

 

     September 30,  
     2015      2014  

Cash flows provided by (used in):

     

Operating activities

   $ 39,880,000       $ 33,887,000   

Investing activities

   $ (23,812,000    $ 38,446,000   

Financing activities

   $ (17,350,000    $ (72,055,000

Operating Activities

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $46.9 million for the nine months ended September 30, 2015 and $42.7 million for the nine months ended September 30, 2014. The approximately $4.2 million increase was primarily attributable to a reduction in interest expense of $3.7 million.

Investing Activities

Net cash flows used in and provided by investing activities were primarily the result of the Company’s property acquisitions, expenditures for property improvements and property disposition activities. During the nine months ended September 30, 2015, the Company acquired a shopping center for $24.5 million, and incurred expenditures of $7.3 million for property improvements, which was offset by $5.9 million in proceeds received from the sales of properties classified as held for sale, and an increase of $2.1 million in construction escrows and other. During the nine months ended September 30, 2014, the Company received $85.4 million in proceeds from the sales of properties classified as held for sale, and had an increase of $1.6 million in construction escrows and other, which was offset by the acquisition of a shopping center, which was partially paid in cash for $38.9 million, and expenditures of $9.7 million for property improvements.

Financing Activities

During the nine months ended September 30, 2015, the Company made $113.6 million of repayments of mortgage obligations, $23.6 million of preferred and common stock distributions, $11.2 million for the purchase of joint venture minority interests share, $8.0 million of net repayments under the revolving credit facility, and $2.6 million of payments for debt financing costs, which was offset by borrowings of $100.0 million under its new term loans, and proceeds, net of issuance expenses, of $41.7 million in sales of its common stock. During the nine months ended September 30, 2014, the Company made $165.3 million of repayments of mortgage obligations, $72.5 million of net repayments under the revolving credit facility, $22.7 million of preferred and common stock distributions, $1.3 million of payments for debt financing costs, $1.0

 

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million of distributions to consolidated joint venture minority interests and limited partners, and a $0.4 million payment for the redemption of OP Units, which was offset by borrowings of $150.0 million under its new term loans and proceeds, net of issuance expenses, of $41.2 million from the sale of its common stock.

Funds From Operations

Funds From Operations (“FFO”) is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company presents FFO in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT generally defines FFO as net income attributable to common shareholders (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment provisions on real estate properties, plus real estate related depreciation and amortization, and adjustments for partnerships and joint ventures to reflect FFO on the same basis. The Company considers FFO to be an appropriate measure of its financial performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than other depreciable assets.

The Company also considers Operating Funds From Operations (“Operating FFO”) to be an additional meaningful financial measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as acquisition costs, amounts relating to early extinguishment of debt and preferred stock redemption costs. The Company believes Operating FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.

FFO and Operating FFO should be reviewed with net income attributable to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. FFO and Operating FFO do not represent cash generated from operating activities and should not be considered as an alternative to net income attributable to common shareholders or to cash flow from operating activities. The Company’s computations of FFO and Operating FFO may differ from the computations utilized by other REITs and, accordingly, may not by comparable to such REITs.

 

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A reconciliation of net income attributable to common shareholders to FFO and Operating FFO for the three and nine months ended September 30, 2015 and 2014 is as follows:

 

     Three months ended September 30,      Nine months ended September 30,  
     2015      2014      2015      2014  

Net income attributable to common shareholders

   $ 2,590,000      $ 2,183,000      $ 4,382,000      $ 13,826,000  

Real estate depreciation and amortization

     9,592,000        9,583,000        28,676,000        28,553,000  

Limited partners’ interest

     11,000        8,000        19,000        76,000  

Impairment (reversals) / charges, net

     (127,000      1,691,000        953,000        3,379,000  

Gain on sales

     —           (2,332,000      —           (14,105,000

Consolidated minority interests:

           

Share of loss

     (77,000      (84,000      (266,000      (297,000

Share of FFO

     (70,000      (274,000      (238,000      (807,000
  

 

 

    

 

 

    

 

 

    

 

 

 

FFO applicable to diluted common shares

     11,919,000        10,775,000        33,526,000        30,625,000  

Early extinguishment of debt costs

     48,000        —           105,000        150,000  

Acquisition costs

     —           —           499,000        2,870,000  

Gain on extinguishment of debt obligations

     —           —           —           (1,423,000
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating FFO applicable to diluted common shares

   $ 11,967,000      $ 10,775,000      $ 34,130,000      $ 32,222,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

FFO per diluted common share

   $ 0.14      $ 0.14      $ 0.39      $ 0.39  
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating FFO per diluted common share

   $ 0.14      $ 0.14      $ 0.40      $ 0.41  
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of diluted common shares:

           

Common shares

     85,026,000        79,214,000        84,783,000        78,908,000  

OP Units

     375,000        395,000        387,000        447,000  
  

 

 

    

 

 

    

 

 

    

 

 

 
     85,401,000        79,609,000        85,170,000        79,355,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Inflation

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

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

The Company has entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for certain unsecured term loans. At September 30, 2015, the Company had $7,038,000 included in accounts payable and accrued liabilities on the consolidated balance sheet relating to the fair value of the interest rate swaps applicable to certain unsecured term loans. Based on the Company’s leverage ratio at September 30, 2015, the following table details the unsecured term loans which are subject to interest rate swap agreements:

 

Amount

   Effective
date
   Maturity
date
   Effective fixed
interest rate

$ 75,000,000

   July 2014    February 2019    2.9%

$ 75,000,000

   July 2014    February 2021    4.0%

$ 50,000,000

   July 2015    February 2020    2.8%

$ 50,000,000

   July 2015    February 2022    3.3%

At September 30, 2015, long-term debt consisted of fixed-rate mortgage loans payable, unsecured term loans, and the Company’s unsecured variable-rate credit facility. The average interest rate on the $529.8 million of fixed-rate debt outstanding was 4.4%, with maturities at various dates through 2029. The average interest rate on the $114.0 million of variable-rate debt outstanding, which consists of the unsecured revolving credit facility and a term loan, was 1.6%. With respect to the $114.0 million of variable-rate debt, if contractual interest rates either increase or decrease by 100 bps, the Company’s interest cost would increase or decrease respectively by approximately $1.1 million per annum.

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

 

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Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) designed to ensure that information required to be disclosed in its filings under the Exchange Act is reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission (“SEC”). In this regard, the Company has formed a Disclosure Committee currently comprised of several of the Company’s executive officers as well as certain other employees with knowledge of information that may be considered in the SEC reporting process. The Committee has responsibility for the development and assessment of the financial and non-financial information to be included in the reports filed with the SEC, and assists the Company’s Chief Executive Officer and Chief Financial Officer in connection with their certifications contained in the Company’s SEC filings. The Committee meets regularly and reports to the Audit Committee on a quarterly or more frequent basis. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated its disclosure controls and procedures as of September 30, 2015, and have concluded that such disclosure controls and procedures are effective.

During the three months ended September 30, 2015, there have been no changes in the Company’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

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Part II Other Information

 

Item 1. Legal Proceedings

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

 

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

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

None.

 

Item 3. Defaults upon Senior Securities

None.

 

Item 4. Mine Safety Disclosure

Not applicable

 

Item 5. Other Information

None.

 

Item 6. Exhibits

A list of exhibits to this quarterly report on Form 10-Q is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR REALTY TRUST, INC.

 

By: /s/ BRUCE J. SCHANZER

   

By: /s/ PHILIP R. MAYS

Bruce J. Schanzer     Philip R. Mays
President and Chief     Chief Financial Officer
Executive Officer     (Principal financial officer)
(Principal executive officer)    

 

November 5, 2015

 

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EXHIBIT INDEX

 

Exhibit 10.1

   Employment Agreement between Cedar Realty Trust, Inc. and Philip Mays dated July 15, 2015

Exhibit 10.2

   Employment Agreement between Cedar Realty Trust, Inc. and Nancy Mozzachio dated as of August 3, 2015

Exhibit 31.1

   Rule 13a-14(a) Certification of Chief Executive Officer

Exhibit 31.2

   Rule 13a-14(a) Certification of Chief Financial Officer

Exhibit 32.1

   Section 1350 Certification of Chief Executive Officer

Exhibit 32.2

   Section 1350 Certification of Chief Financial Officer

Exhibit 101.INS

   XBRL Instance Document

Exhibit 101.SCH

   XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL

   XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF

   XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB

   XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE

   XBRL Taxonomy Extension Presentation Linkbase Document

 

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