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 JUNE 30, 2016
OR
o |
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 o
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 o
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 |
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Accelerated filer |
x |
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Non-accelerated filer |
o |
(Do not check if a smaller reporting company) |
Smaller reporting company |
o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o 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 August 1, 2016, there were 85,340,790 shares of Common Stock, $0.06 par value, outstanding.
INDEX
3 |
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Part I. Financial Information |
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Item 1. |
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Financial Statements (unaudited) |
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Consolidated Balance Sheets – June 30, 2016 and December 31, 2015 |
4 |
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Consolidated Statements of Operations– Three and six months ended June 30, 2016 and 2015 |
5 |
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Consolidated Statements of Comprehensive Income – Three and six months ended June 30, 2016 and 2015 |
6 |
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Consolidated Statement of Equity– Six months ended June 30, 2016 |
7 |
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Consolidated Statements of Cash Flows– Three and six months ended June 30, 2016 and 2015 |
8 |
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9-16 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition And Results of Operations |
17-24 |
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Item 3. |
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24-25 |
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Item 4. |
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25 |
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Item 1. |
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26 |
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Item 1A. |
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26 |
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Item 2. |
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26 |
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Item 3. |
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26 |
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Item 4. |
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26 |
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Item 5. |
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26 |
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Item 6. |
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26 |
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27 |
2
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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the 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, 2015.
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
CEDAR REALTY TRUST, INC.
(unaudited)
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June 30, |
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December 31, |
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2016 |
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2015 |
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ASSETS |
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Real estate: |
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Land |
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$ |
327,046,000 |
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$ |
323,859,000 |
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Buildings and improvements |
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1,267,707,000 |
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1,226,168,000 |
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1,594,753,000 |
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1,550,027,000 |
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Less accumulated depreciation |
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(319,621,000 |
) |
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(300,832,000 |
) |
Real estate, net |
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1,275,132,000 |
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1,249,195,000 |
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Real estate held for sale |
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— |
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14,402,000 |
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Cash and cash equivalents |
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2,660,000 |
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2,083,000 |
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Restricted cash |
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4,099,000 |
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5,592,000 |
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Receivables |
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17,394,000 |
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17,912,000 |
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Other assets and deferred charges, net |
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26,749,000 |
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29,196,000 |
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TOTAL ASSETS |
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$ |
1,326,034,000 |
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$ |
1,318,380,000 |
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LIABILITIES AND EQUITY |
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Mortgage loans payable |
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$ |
303,319,000 |
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$ |
298,089,000 |
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Unsecured revolving credit facility |
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92,000,000 |
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78,000,000 |
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Unsecured term loans |
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297,168,000 |
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297,731,000 |
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Accounts payable and accrued liabilities |
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32,397,000 |
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23,831,000 |
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Unamortized intangible lease liabilities |
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21,741,000 |
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23,187,000 |
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Total liabilities |
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746,625,000 |
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720,838,000 |
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Commitments and contingencies |
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— |
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— |
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Equity: |
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Cedar Realty Trust, Inc. shareholders' equity: |
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Preferred stock ($.01 par value, 12,500,000 shares authorized): |
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Series B ($25.00 per share liquidation value, 10,000,000 shares authorized, 7,950,000 issued and outstanding) |
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190,661,000 |
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190,661,000 |
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Common stock ($.06 par value, 150,000,000 shares authorized, 85,342,000 and 85,049,000 shares, issued and outstanding, respectively) |
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5,121,000 |
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5,103,000 |
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Treasury stock (3,287,000 and 3,182,000 shares, respectively, at cost) |
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(18,333,000 |
) |
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(17,284,000 |
) |
Additional paid-in capital |
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827,828,000 |
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825,979,000 |
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Cumulative distributions in excess of net income |
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(413,519,000 |
) |
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(404,350,000 |
) |
Accumulated other comprehensive loss |
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(13,585,000 |
) |
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(4,059,000 |
) |
Total Cedar Realty Trust, Inc. shareholders' equity |
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578,173,000 |
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596,050,000 |
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Noncontrolling interests: |
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Minority interests in consolidated joint ventures |
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(1,150,000 |
) |
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(970,000 |
) |
Limited partners' OP Units |
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2,386,000 |
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2,462,000 |
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Total noncontrolling interests |
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1,236,000 |
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1,492,000 |
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Total equity |
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579,409,000 |
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597,542,000 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
1,326,034,000 |
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$ |
1,318,380,000 |
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See accompanying notes to consolidated financial statements
4
CEDAR REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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Three months ended June 30, |
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Six months ended June 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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REVENUES |
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Rents |
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$ |
29,897,000 |
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$ |
29,196,000 |
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$ |
59,027,000 |
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$ |
58,158,000 |
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Expense recoveries |
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7,471,000 |
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7,414,000 |
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16,429,000 |
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17,035,000 |
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Other |
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504,000 |
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132,000 |
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667,000 |
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184,000 |
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Total revenues |
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37,872,000 |
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36,742,000 |
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76,123,000 |
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75,377,000 |
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EXPENSES |
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Operating, maintenance and management |
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5,636,000 |
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5,657,000 |
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12,791,000 |
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14,001,000 |
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Real estate and other property-related taxes |
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4,941,000 |
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4,965,000 |
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9,821,000 |
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9,652,000 |
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General and administrative |
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3,975,000 |
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3,652,000 |
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9,322,000 |
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7,571,000 |
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Acquisition costs |
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527,000 |
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— |
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3,124,000 |
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|
499,000 |
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Depreciation and amortization |
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10,972,000 |
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9,721,000 |
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20,633,000 |
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19,229,000 |
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Total expenses |
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26,051,000 |
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23,995,000 |
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55,691,000 |
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50,952,000 |
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OTHER |
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Gain on sale |
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— |
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— |
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59,000 |
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— |
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Impairment charges |
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— |
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(124,000 |
) |
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— |
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(1,233,000 |
) |
Total other |
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— |
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(124,000 |
) |
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59,000 |
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(1,233,000 |
) |
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OPERATING INCOME |
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11,821,000 |
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12,623,000 |
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20,491,000 |
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23,192,000 |
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NON-OPERATING INCOME AND EXPENSES |
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Interest expense |
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(7,128,000 |
) |
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(7,207,000 |
) |
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(14,133,000 |
) |
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(14,485,000 |
) |
Early extinguishment of debt costs |
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102,000 |
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— |
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13,000 |
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(57,000 |
) |
Total non-operating income and expenses |
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(7,026,000 |
) |
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(7,207,000 |
) |
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(14,120,000 |
) |
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(14,542,000 |
) |
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INCOME FROM CONTINUING OPERATIONS |
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4,795,000 |
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5,416,000 |
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6,371,000 |
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8,650,000 |
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DISCONTINUED OPERATIONS |
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Income from operations |
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— |
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— |
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— |
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12,000 |
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Impairment reversals |
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— |
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— |
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|
— |
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153,000 |
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Total income from discontinued operations |
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— |
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— |
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— |
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165,000 |
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NET INCOME |
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4,795,000 |
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5,416,000 |
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6,371,000 |
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8,815,000 |
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Net loss attributable to noncontrolling interests: |
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Minority interests in consolidated joint ventures |
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100,000 |
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111,000 |
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180,000 |
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189,000 |
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Limited partners' interest in Operating Partnership |
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(7,000 |
) |
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(10,000 |
) |
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- |
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(8,000 |
) |
Total net loss attributable to noncontrolling interests |
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93,000 |
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|
101,000 |
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|
180,000 |
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|
181,000 |
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NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. |
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4,888,000 |
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5,517,000 |
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6,551,000 |
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8,996,000 |
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Preferred stock dividends |
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(3,602,000 |
) |
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(3,602,000 |
) |
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(7,204,000 |
) |
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(7,204,000 |
) |
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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
$ |
1,286,000 |
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$ |
1,915,000 |
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$ |
(653,000 |
) |
|
$ |
1,792,000 |
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NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED) |
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Continuing operations |
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
$ |
(0.01 |
) |
|
$ |
0.02 |
|
Discontinued operations |
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|
0.00 |
|
|
|
0.00 |
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|
|
0.00 |
|
|
|
0.00 |
|
|
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
$ |
(0.01 |
) |
|
$ |
0.02 |
|
|
|
|
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Weighted average number of common shares - basic and diluted |
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81,677,000 |
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|
81,488,000 |
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|
81,667,000 |
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|
81,103,000 |
|
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|
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|
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|
See accompanying notes to consolidated financial statements
5
CEDAR REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(unaudited)
|
|
Three months ended June 30, |
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Six months ended June 30, |
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||||||||||
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|
2016 |
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2015 |
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2016 |
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2015 |
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||||
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|
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Net income |
|
$ |
4,795,000 |
|
|
$ |
5,416,000 |
|
|
$ |
6,371,000 |
|
|
$ |
8,815,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Other comprehensive income - unrealized (loss) gain on change in fair value of cash flow hedges |
|
|
(4,596,000 |
) |
|
|
2,294,000 |
|
|
|
(9,566,000 |
) |
|
|
278,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
|
199,000 |
|
|
|
7,710,000 |
|
|
|
(3,195,000 |
) |
|
|
9,093,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to noncontrolling interests |
|
|
112,000 |
|
|
|
91,000 |
|
|
|
220,000 |
|
|
|
179,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Cedar Realty Trust, Inc. |
|
$ |
311,000 |
|
|
$ |
7,801,000 |
|
|
$ |
(2,975,000 |
) |
|
$ |
9,272,000 |
|
|
|
|
|
|
|
|
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See accompanying notes to consolidated financial statements
6
CEDAR REALTY TRUST, INC.
Consolidated Statement of Equity
Six months ended June 30, 2016
(unaudited)
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Cedar Realty Trust, Inc. Shareholders |
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Preferred stock |
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Common stock |
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Cumulative |
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Accumulated |
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Treasury |
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Additional |
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distributions |
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other |
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stock, |
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paid-in |
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in excess of |
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comprehensive |
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Shares |
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Amount |
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Shares |
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Amount |
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at cost |
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capital |
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net income |
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(loss) |
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Total |
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Balance, December 31, 2015 |
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7,950,000 |
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$ |
190,661,000 |
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85,049,000 |
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$ |
5,103,000 |
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$ |
(17,284,000 |
) |
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$ |
825,979,000 |
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$ |
(404,350,000 |
) |
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$ |
(4,059,000 |
) |
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$ |
596,050,000 |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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6,551,000 |
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— |
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6,551,000 |
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Unrealized loss on change in fair value of flow hedges |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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(9,526,000 |
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(9,526,000 |
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Share-based compensation, net |
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— |
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— |
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291,000 |
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18,000 |
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(1,049,000 |
) |
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1,837,000 |
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— |
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— |
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806,000 |
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Common stock sales, net of issuance expenses |
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— |
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— |
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2,000 |
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— |
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— |
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11,000 |
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— |
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— |
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11,000 |
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Preferred stock dividends |
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— |
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— |
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— |
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— |
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— |
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— |
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(7,204,000 |
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— |
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(7,204,000 |
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Distributions to common shareholders/noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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— |
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(8,516,000 |
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— |
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(8,516,000 |
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Reallocation adjustment of limited partners' interest |
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— |
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— |
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— |
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— |
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— |
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1,000 |
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— |
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— |
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1,000 |
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Balance, June 30, 2016 |
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7,950,000 |
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$ |
190,661,000 |
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85,342,000 |
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$ |
5,121,000 |
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$ |
(18,333,000 |
) |
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$ |
827,828,000 |
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$ |
(413,519,000 |
) |
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$ |
(13,585,000 |
) |
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$ |
578,173,000 |
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Noncontrolling Interests |
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Minority |
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Limited |
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interest in |
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partners' |
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consolidated |
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interest in |
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joint |
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Operating |
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Total |
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ventures |
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Partnership |
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Total |
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Equity |
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Balance, December 31, 2015 |
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$ |
(970,000 |
) |
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$ |
2,462,000 |
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$ |
1,492,000 |
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$ |
597,542,000 |
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Net income (loss) |
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(180,000 |
) |
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— |
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(180,000 |
) |
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6,371,000 |
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Unrealized loss on change in fair value of flow hedges |
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— |
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(40,000 |
) |
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(40,000 |
) |
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(9,566,000 |
) |
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Share-based compensation, net |
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— |
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— |
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— |
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806,000 |
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Common stock sales, net of issuance expenses |
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— |
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— |
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— |
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11,000 |
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Preferred stock dividends |
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— |
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— |
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— |
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(7,204,000 |
) |
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Distributions to common shareholders/noncontrolling interests |
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— |
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(35,000 |
) |
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(35,000 |
) |
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(8,551,000 |
) |
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Reallocation adjustment of limited partners' interest |
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|
— |
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|
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(1,000 |
) |
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|
(1,000 |
) |
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- |
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