8-K

Date: July 13, 2022

CEDAR REALTY TRUST, INC.

/s/ Bruce J. Schanzer

Bruce J. Schanzer

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2022

CEDAR REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction

of Incorporation)

001-31817

42-1241468

(Commission

File Number)

(IRS Employer

Identification No.)

928 Carmans Road

Massapequa, New York 11758

(Address of Principal Executive Offices) (Zip Code)

(516) 767-6492

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.06 par value	CDR	New York Stock Exchange
7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	CDRpB	New York Stock Exchange
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	CDRpC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On July 7, 2022, Cedar Realty Trust, Inc. (the “Company”) and certain of its subsidiaries completed the previously-announced sale of 33 grocery-anchored shopping centers and two redevelopment properties to DRA Fund X-B LLC, a Delaware limited liability company (“DRA”) and KPR Centers LLC, a Delaware limited liability company (together with DRA and their respective designees, the “Grocery-Anchored Purchasers”) for total gross proceeds of approximately $879 million, including assumed debt (the “Grocery-Anchored Portfolio Sale”). There were no material relationships among the Company, the Grocery-Anchored Purchasers, or any of their respective affiliates.

The table below sets forth the assets sold in the Grocery-Anchored Portfolio Sale:


Property Name		Location
Academy Plaza		Philadelphia, PA
Bethel Shopping Center		Bethel, CT
Carmans Plaza		Massapequa, NY
Christina Crossing		Wilmington, DE
Colonial Commons		Harrisburg, PA
Crossroads II		Bartonsville, PA
East River Park		Washington, DC
Elmhurst Square		Portsmouth, VA
Fishtown Crossing		Philadelphia, PA
Franklin Village Plaza		Franklin, MA
General Booth Plaza		Virginia Beach, VA
Girard Plaza		Philadelphia, PA
Groton Shopping Center		Groton, CT
Halifax Plaza		Halifax, PA
Jordan Lane		Wethersfield, CT
Kempsville Crossing		Virginia Beach, VA
Lawndale Plaza		Philadelphia, PA
Meadows Marketplace		Hummelstown, PA
New London Mall		New London, CT
Newport Plaza		Newport, PA
Northside Commons		Campbelltown, PA
Norwood Shopping Center		Norwood, MA
Oak Ridge Shopping Center		Suffolk, VA
Oakland Mills		Columbia, MD
Palmyra Shopping Center		Palmyra, PA
Quartermaster Plaza		Philadelphia, PA
Senator Square		Washington, DC
Shoppes at Arts District		Hyattsville, MD
Swede Square		E. Norriton Township, PA
The Point		Harrisburg, PA
The Shops at Bloomfield Station		Bloomfield, NJ
The Shops at Suffolk Downs		Revere, MA
Trexlertown Plaza		Trexlertown, PA
Valley Plaza		Hagerstown, MD
Yorktowne Plaza		Cockeysville, MD

Item 9.01.

Financial Statements and Exhibits.

(b) Pro forma financial information.

The pro forma financial information of the Company as adjusted to give effect to the Grocery-Anchored Portfolio Sale is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits


99.1		Unaudited Pro Forma Condensed Consolidated Financial Statements

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

EX-99.1

Exhibit 99.1

Unaudited Pro Forma Consolidated Financial Statements

On July 7, 2022, Cedar Realty Trust, Inc. (the “Company”) and certain of its subsidiaries completed the previously-announced sale of 33 grocery-anchored shopping centers and two redevelopment properties (the “Portfolio”) to DRA Fund X-B LLC, a Delaware limited liability company and KPR Centers LLC, a Delaware limited liability company for total gross proceeds of approximately $879 million, including assumed debt, before customary closing and transaction costs. The Portfolio totals approximately 4,903,000 square feet.

The following unaudited pro forma consolidated financial statements of the Company have been prepared to show the pro forma effect of the disposal of the Portfolio by applying pro forma adjustments to our historical combined financial information. The unaudited pro forma consolidated financial statements are based upon the historical consolidated financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2021, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. The pro forma consolidated balance sheet has been prepared as if the sale of the Portfolio had occurred as of March 31, 2022. The pro forma consolidated statement of operations for the three months ended March 31, 2022 and for the year ended December 31, 2021 are presented as if the sale of the Portfolio had occurred on January 1, 2021.

The following unaudited pro forma consolidated financial information is intended to provide investors with information about the impact of the sale of the Portfolio by showing how specific transactions have affected historical financial statements, illustrating the scope of the change in the historical financial position and results of operations. This pro forma financial information should not be viewed as indicative of the Company’s financial results in the future and should be read in conjunction with the Company’s financial statements as filed in Form 10-K for the year ended December 31, 2021 and on Form 10-Q for the three-month period ended March 31, 2022. In the opinion of management, the adjustments made to historical financial information give effect to events that are directly attributable to the disposition of the Portfolio and are factually supportable.

CEDAR REALTY TRUST, INC.

Unaudited Pro Forma Consolidated Balance Sheet

As of March 31, 2022


	Historical (a)			Transaction (b)			Pro-Forma
ASSETS
Real estate:
Land	$	259,968,000		$	(191,103,000	)	$	68,865,000
Buildings and improvements		1,038,708,000			(737,666,000	)		301,042,000

		1,298,676,000			(928,769,000	)		369,907,000
Less accumulated depreciation		(417,298,000	)		259,859,000			(157,439,000	)

Real estate, net		881,378,000			(668,910,000	)		212,468,000
Real estate held for sale		73,702,000			(39,217,000	)		34,485,000
Investment in unconsolidated joint venture		4,809,000			(4,809,000	)		—
Cash and cash equivalents		2,093,000			296,655,000			298,748,000
Restricted cash		230,000			(230,000	)		—
Receivables		22,467,000			(16,950,000	)		5,517,000
Other assets and deferred charges, net		37,412,000			(11,130,000	)		26,282,000

TOTAL ASSETS	$	1,022,091,000		$	(444,591,000	)	$	577,500,000

LIABILITIES AND EQUITY
Mortgage loan payable	$	156,599,000		$	(156,599,000	)	$	—
Finance lease obligation		5,307,000			(5,307,000	)		—
Unsecured revolving credit facility		70,000,000			(70,000,000	)		—
Unsecured term loans		298,998,000			(298,998,000	)		—
Accounts payable and accrued liabilities		40,072,000			(25,485,000	)		14,587,000
Unamortized intangible lease liabilities		7,518,000			(2,349,000	)		5,169,000

Total liabilities		578,494,000			(558,738,000	)		19,756,000

Commitments and contingencies		—			—			—
Equity:
Cedar Realty Trust, Inc. shareholders’ equity:
Preferred stock		159,541,000			—			159,541,000
Common stock ($0.06 par value, 150,000,000 shares authorized, 13,637,000 and 13,658,000 shares, issued and outstanding, respectively)		819,000			—			819,000
Treasury stock (333,000 and 387,000 shares, respectively, at cost)		(10,807,000	)		—			(10,807,000	)
Additional paid-in capital		878,508,000			—			878,508,000
Cumulative distributions in excess of net income		(587,109,000	)		113,436,000			(473,673,000	)
Accumulated other comprehensive (loss)		31,000			—			31,000

Total Cedar Realty Trust, Inc. shareholders’ equity		440,983,000			113,436,000			554,419,000

Noncontrolling interests:
Limited partners’ OP Units		2,614,000			711,000			3,325,000

Total noncontrolling interests		2,614,000			711,000			3,325,000

Total equity		443,597,000			114,147,000			557,744,000

TOTAL LIABILITIES AND EQUITY	$	1,022,091,000		$	(444,591,000	)	$	577,500,000

See notes to unaudited pro forma consolidated financial statements

CEDAR REALTY TRUST, INC.

Unaudited Pro Forma Consolidated Statement of Operations

For the three months ended March 31, 2022


	Historical (c)			Transaction (d)			Pro-Forma
REVENUES
Rental revenues	$	30,207,000		$	(22,291,000	)	$	7,916,000
Other		257,000			(94,000	)		163,000

Total revenues		30,464,000			(22,385,000	)		8,079,000

EXPENSES
Operating, maintenance and management		7,129,000			(5,332,000	)		1,797,000
Real estate and other property-related taxes		4,498,000			(3,256,000	)		1,242,000
General and administrative		2,972,000			(60,000	)		2,912,000
Depreciation and amortization		8,263,000			(5,762,000	)		2,501,000

Total expenses		22,862,000			(14,410,000	)		8,452,000

OTHER
Gain on sales		—			—			—
Transaction costs		(3,735,000	)		3,735,000			—
Impairment charges		(707,000	)		510,000			(197,000	)

Total other		(4,442,000	)		4,245,000			(197,000	)

OPERATING INCOME		3,160,000			(3,730,000	)		(570,000	)
NON-OPERATING INCOME AND EXPENSES
Interest expense		(4,237,000	)		4,237,000			—

Total non-operating income and expenses		(4,237,000	)		4,237,000			—

NET (LOSS) INCOME		(1,077,000	)		507,000			(570,000	)
Net loss (income) attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		—			—			—
Limited partners’ interest in Operating Partnership		20,000			(3,000	)		17,000

Total net loss (income) attributable to noncontrolling interests		20,000			(3,000	)		17,000

NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		(1,057,000	)		504,000			(553,000	)
Preferred stock dividends		(2,688,000	)		—			(2,688,000	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,745,000	)	$	504,000		$	(3,241,000	)

NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):	$	(0.28	)	$	0.04		$	(0.25	)

Weighted average number of common shares - basic and diluted		13,285,000			13,285,000			13,285,000

See notes to unaudited pro forma consolidated financial statements

CEDAR REALTY TRUST, INC.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2021


	Historical (e)			Transaction (f)			Pro-Forma
REVENUES
Rental revenues	$	126,451,000		$	(88,205,000	)	$	38,246,000
Other		1,099,000			(683,000	)		416,000

Total revenues		127,550,000			(88,888,000	)		38,662,000

EXPENSES
Operating, maintenance and management		26,817,000			(19,518,000	)		7,299,000
Real estate and other property-related taxes		19,629,000			(13,040,000	)		6,589,000
General and administrative		18,033,000			(222,000	)		17,811,000
Depreciation and amortization		39,454,000			(27,313,000	)		12,141,000

Total expenses		103,933,000			(60,093,000	)		43,840,000

OTHER
Gain on sales		49,904,000			(1,046,000	)		48,858,000
Impairment charges		(99,888,000	)		33,913,000			(65,975,000	)

Total other		(49,984,000	)		32,867,000			(17,117,000	)

OPERATING (LOSS) INCOME		(26,367,000	)		4,072,000			(22,295,000	)
NON-OPERATING INCOME AND EXPENSES
Interest expense		(18,636,000	)		18,636,000			—

Total non-operating income and expenses		(18,636,000	)		18,636,000			—

NET (LOSS) INCOME		(45,003,000	)		22,708,000			(22,295,000	)
Net loss (income) attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		(425,000	)		—			(425,000	)
Limited partners’ interest in Operating Partnership		329,000			(133,000	)		196,000

Total net loss (income) attributable to noncontrolling interests		(96,000	)		(133,000	)		(229,000	)

NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		(45,099,000	)		22,575,000			(22,524,000	)
Preferred stock dividends		(10,752,000	)		—			(10,752,000	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(55,851,000	)	$	22,575,000		$	(33,276,000	)

NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):	$	(4.24	)	$	1.71		$	(2.53	)

Weighted average number of common shares - basic and diluted		13,213,000			13,213,000			13,213,000

See notes to unaudited pro forma consolidated financial statements

Cedar Realty Trust, Inc.

Notes to Unaudited Pro Forma Consolidated Financial Statements

Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2022

(a)

Historical Balances – Reflects the unaudited consolidated balance sheet of the Company as contained in its historical unaudited consolidated financial statements included in its Form 10-Q as of and for the three months ended March 31, 2022, previously filed with the SEC on May 5, 2022.

(b)

Transaction – Represents the de-recognition of carrying amounts at March 31, 2022, for the assets and the related accumulated depreciation and working capital assets and liabilities related to the Portfolio and reflects the net cash proceeds from the sale used to pay down debt.

Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2022

(c)

Historical Operating Results – Reflects the audited consolidated statement of operations of the Company as contained in its historical unaudited consolidated financial statements for the three months included in its Form 10-Q as of and for the three months ended March 31, 2022 previously filed with the SEC on May 5, 2022.

(d)

Transaction – Represents the historical combined revenues and expenses of the Portfolio for the three months ended March 31, 2022 as if the disposition had occurred on January 1, 2021, and reflects a reduction of interest expense related to the pay down of debt.

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2021

(e)

Historical Operating Results – Reflects the audited consolidated statement of operations of the Company as contained in its historical audited consolidated financial statements included in its Annual Report on Form 10-K as of and for the year ended December 31, 2021, previously filed with the SEC on March 10, 2022.

(f)

Transaction – Represents the historical combined revenues and expenses of the Portfolio for the twelve months ended December 31, 2021 as if the disposition had occurred on January 1, 2021, and reflects a reduction of interest expense related to the pay down of debt.