cdr-10q_20160630.htm

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.

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.

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.

	June 30,			December 31,
	2016			2015

ASSETS
Real estate:
Land	$	327,046,000		$	323,859,000
Buildings and improvements		1,267,707,000			1,226,168,000
		1,594,753,000			1,550,027,000
Less accumulated depreciation		(319,621,000	)		(300,832,000	)
Real estate, net		1,275,132,000			1,249,195,000

Real estate held for sale		—			14,402,000
Cash and cash equivalents		2,660,000			2,083,000
Restricted cash		4,099,000			5,592,000
Receivables		17,394,000			17,912,000
Other assets and deferred charges, net		26,749,000			29,196,000
TOTAL ASSETS	$	1,326,034,000		$	1,318,380,000

LIABILITIES AND EQUITY
Mortgage loans payable	$	303,319,000		$	298,089,000
Unsecured revolving credit facility		92,000,000			78,000,000
Unsecured term loans		297,168,000			297,731,000
Accounts payable and accrued liabilities		32,397,000			23,831,000
Unamortized intangible lease liabilities		21,741,000			23,187,000
Total liabilities		746,625,000			720,838,000

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, 85,342,000 and 85,049,000 shares, issued and outstanding, respectively)		5,121,000			5,103,000
Treasury stock (3,287,000 and 3,182,000 shares, respectively, at cost)		(18,333,000	)		(17,284,000	)
Additional paid-in capital		827,828,000			825,979,000
Cumulative distributions in excess of net income		(413,519,000	)		(404,350,000	)
Accumulated other comprehensive loss		(13,585,000	)		(4,059,000	)
Total Cedar Realty Trust, Inc. shareholders' equity		578,173,000			596,050,000
Noncontrolling interests:
Minority interests in consolidated joint ventures		(1,150,000	)		(970,000	)
Limited partners' OP Units		2,386,000			2,462,000
Total noncontrolling interests		1,236,000			1,492,000
Total equity		579,409,000			597,542,000
TOTAL LIABILITIES AND EQUITY	$	1,326,034,000		$	1,318,380,000

	Three months ended June 30,						Six months ended June 30,
	2016			2015			2016			2015
REVENUES
Rents	$	29,897,000		$	29,196,000		$	59,027,000		$	58,158,000
Expense recoveries		7,471,000			7,414,000			16,429,000			17,035,000
Other		504,000			132,000			667,000			184,000
Total revenues		37,872,000			36,742,000			76,123,000			75,377,000
EXPENSES
Operating, maintenance and management		5,636,000			5,657,000			12,791,000			14,001,000
Real estate and other property-related taxes		4,941,000			4,965,000			9,821,000			9,652,000
General and administrative		3,975,000			3,652,000			9,322,000			7,571,000
Acquisition costs		527,000			—			3,124,000			499,000
Depreciation and amortization		10,972,000			9,721,000			20,633,000			19,229,000
Total expenses		26,051,000			23,995,000			55,691,000			50,952,000

OTHER
Gain on sale		—			—			59,000			—
Impairment charges		—			(124,000	)		—			(1,233,000	)
Total other		—			(124,000	)		59,000			(1,233,000	)

OPERATING INCOME		11,821,000			12,623,000			20,491,000			23,192,000

NON-OPERATING INCOME AND EXPENSES
Interest expense		(7,128,000	)		(7,207,000	)		(14,133,000	)		(14,485,000	)
Early extinguishment of debt costs		102,000			—			13,000			(57,000	)
Total non-operating income and expenses		(7,026,000	)		(7,207,000	)		(14,120,000	)		(14,542,000	)

INCOME FROM CONTINUING OPERATIONS		4,795,000			5,416,000			6,371,000			8,650,000

DISCONTINUED OPERATIONS
Income from operations		—			—			—			12,000
Impairment reversals		—			—			—			153,000
Total income from discontinued operations		—			—			—			165,000

NET INCOME		4,795,000			5,416,000			6,371,000			8,815,000

Net loss attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		100,000			111,000			180,000			189,000
Limited partners' interest in Operating Partnership		(7,000	)		(10,000	)		-			(8,000	)
Total net loss attributable to noncontrolling interests		93,000			101,000			180,000			181,000

NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		4,888,000			5,517,000			6,551,000			8,996,000

Preferred stock dividends		(3,602,000	)		(3,602,000	)		(7,204,000	)		(7,204,000	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	1,286,000		$	1,915,000		$	(653,000	)	$	1,792,000

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED)
Continuing operations	$	0.01		$	0.02		$	(0.01	)	$	0.02
Discontinued operations		0.00			0.00			0.00			0.00
	$	0.01		$	0.02		$	(0.01	)	$	0.02

Weighted average number of common shares - basic and diluted		81,677,000			81,488,000			81,667,000			81,103,000

	Three months ended June 30,					Six months ended June 30,
	2016			2015		2016			2015

Net income	$	4,795,000		$	5,416,000	$	6,371,000		$	8,815,000

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

	Cedar Realty Trust, Inc. Shareholders
	Preferred stock						Common stock											Cumulative			Accumulated
													Treasury			Additional		distributions			other
													stock,			paid-in		in excess of			comprehensive
	Shares			Amount			Shares			Amount			at cost			capital		net income			(loss)			Total
Balance, December 31, 2015		7,950,000		$	190,661,000			85,049,000		$	5,103,000		$	(17,284,000	)	$	825,979,000	$	(404,350,000	)	$	(4,059,000	)	$	596,050,000
Net income (loss)		—			—			—			—			—			—		6,551,000			—			6,551,000
Unrealized loss on change in fair value of flow hedges		—			—			—			—			—			—		—			(9,526,000	)		(9,526,000	)
Share-based compensation, net		—			—			291,000			18,000			(1,049,000	)		1,837,000		—			—			806,000
Common stock sales, net of issuance expenses		—			—			2,000			—			—			11,000		—			—			11,000
Preferred stock dividends		—			—			—			—			—			—		(7,204,000	)		—			(7,204,000	)
Distributions to common shareholders/noncontrolling interests		—			—			—			—			—			—		(8,516,000	)		—			(8,516,000	)
Reallocation adjustment of limited partners' interest		—			—			—			—			—			1,000		—			—			1,000
Balance, June 30, 2016		7,950,000		$	190,661,000			85,342,000		$	5,121,000		$	(18,333,000	)	$	827,828,000	$	(413,519,000	)	$	(13,585,000	)	$	578,173,000

	Noncontrolling Interests
	Minority			Limited
	interest in			partners'
	consolidated			interest in
	joint			Operating						Total
	ventures			Partnership			Total			Equity
Balance, December 31, 2015	$	(970,000	)	$	2,462,000		$	1,492,000		$	597,542,000
Net income (loss)		(180,000	)		—			(180,000	)		6,371,000
Unrealized loss on change in fair value of flow hedges		—			(40,000	)		(40,000	)		(9,566,000	)
Share-based compensation, net		—			—			—			806,000
Common stock sales, net of issuance expenses		—			—			—			11,000
Preferred stock dividends		—			—			—			(7,204,000	)
Distributions to common shareholders/noncontrolling interests		—			(35,000	)		(35,000	)		(8,551,000	)
Reallocation adjustment of limited partners' interest		—			(1,000	)		(1,000	)		-

Large accelerated filer	o		Accelerated filer	x

Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets – June 30, 2016 and December 31, 2015	4

	Consolidated Statements of Operations– Three and six months ended June 30, 2016 and 2015	5

	Consolidated Statements of Comprehensive Income – Three and six months ended June 30, 2016 and 2015	6

	Consolidated Statement of Equity– Six months ended June 30, 2016	7

	Consolidated Statements of Cash Flows– Three and six months ended June 30, 2016 and 2015	8

	Notes to Consolidated Financial Statements – June 30, 2016	9-16

Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	17-24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24-25

Item 4.	Controls and Procedures	25

Part II. Other Information

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

Signatures		27