Cedar Realty Trust, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Cedar Realty Trust, Inc. has filed its annual report detailing its 2023 financial performance and operational status.</b>

AI Summary

CEDAR REALTY TRUST, INC. (CDR-PB) filed a Annual Report (10-K) with the SEC on March 5, 2024. Cedar Realty Trust, Inc. filed its 2023 Form 10-K on March 5, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business address is 2529 Virginia Beach Blvd., Virginia Beach, VA 23452. Cedar Realty Trust, Inc. was formerly known as Cedar Shopping Centers Inc. The company operates within the Real Estate Investment Trusts industry (SIC 6798).

Why It Matters

For investors and stakeholders tracking CEDAR REALTY TRUST, INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Cedar Realty Trust's financial health, asset portfolio, and strategic direction for the fiscal year 2023, crucial for investors assessing its current standing and future prospects. Understanding the details within this report is essential for stakeholders to evaluate the company's performance against its peers and to make informed investment decisions regarding its securities.

Risk Assessment

Risk Level: medium — CEDAR REALTY TRUST, INC. shows moderate risk based on this filing. The filing is a standard 10-K, which is a routine annual report. However, the specific financial performance and any disclosed risks within the report will determine the ultimate risk level for investors.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to assess Cedar Realty Trust's performance and potential risks.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-05 — Filing Date (Date of submission)
• 6798 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• CEDAR REALTY TRUST, INC. (company) — Filer name
• 20231231 (date) — Fiscal year end
• 20240305 (date) — Filing date
• 2529 VIRGINIA BEACH BLVD. (address) — Business address street
• VIRGINIA BEACH (location) — Business address city
• VA (location) — Business address state
• 23452 (postal_code) — Business address zip
• Cedar Shopping Centers Inc (company) — Former company name

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-05: Filing Date — Date Cedar Realty Trust, Inc. submitted its 10-K filing.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial overview for Cedar Realty Trust, Inc.)

Real Estate Investment Trusts (REITs)

Companies that own, operate, or finance income-generating real estate. They are required to distribute at least 90% of their taxable income to shareholders annually. (Cedar Realty Trust, Inc. operates within this industry, impacting its business model and regulatory requirements.)

Key Financial Figures

• $25.00 — Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value CDRpB New York Stock
• $879 m — r total gross proceeds of approximately $879 million, including the assumed debt. Ther
• $9.48 — the right to receive a cash payment of $9.48 per share or unit. As a result of the M
• $19.52 — utstanding common stock and OP Units of $19.52 per share, payable to holders of record

Filing Documents

• cdr-20231231.htm (10-K) — 1752KB
• cdr-20231231xexx41descript.htm (EX-4.1) — 214KB
• cdr-20231231xexh141xwhlr.htm (EX-14.1) — 11KB
• cdr-20231231xexx211subsofr.htm (EX-21.1) — 20KB
• cdr-20231231xexx311.htm (EX-31.1) — 9KB
• cdr-20231231xexx312.htm (EX-31.2) — 10KB
• cdr-20231231xexx321.htm (EX-32.1) — 5KB
• cdr-20231231xexx322.htm (EX-32.2) — 5KB
• cdr-20231231xexx971clawbac.htm (EX-97.1) — 34KB
• cdr-20231231xexh141xwhlr001.jpg (GRAPHIC) — 172KB
• cdr-20231231xexh141xwhlr002.jpg (GRAPHIC) — 209KB
• cdr-20231231xexh141xwhlr003.jpg (GRAPHIC) — 206KB
• cdr-20231231xexh141xwhlr004.jpg (GRAPHIC) — 195KB
• 0000761648-24-000010.txt (&nbsp;) — 10325KB
• cdr-20231231.xsd (EX-101.SCH) — 70KB
• cdr-20231231_cal.xml (EX-101.CAL) — 109KB
• cdr-20231231_def.xml (EX-101.DEF) — 375KB
• cdr-20231231_lab.xml (EX-101.LAB) — 887KB
• cdr-20231231_pre.xml (EX-101.PRE) — 576KB
• cdr-20231231_htm.xml (XML) — 1071KB

Risk Factors

Risk Factors 8 1B. Unresolved Staff Comments 8 1C. Cybersecurity 8 2 .

Legal Proceedings

Legal Proceedings 10 4 . Mine Safety Disclosures 10 PART II 5 . Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10 6 . Reserved 11 7 . Management ' s Discussion and Analysis of Financial Condition and Results of Operations 12 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 21 8 .

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 22 9 . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 53 9A.

Controls and Procedures

Controls and Procedures 53 9B. Other Information 54 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 54 PART III 10 . Directors, Executive Officers and Corporate Governance 54 11 .

Executive Compensation

Executive Compensation 56 12 .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 57 13 . Certain Relationships and Related Transactions and Director Independence 58 14 . Principal Accountant Fees and Services 59 PART IV 15. Exhibits and Financial Statement Schedules 60 16 . Form 10-K Summary 62

SIGNATURES

SIGNATURES 63 2 Table of Contents CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the "Form 10-K") of Cedar Realty Trust, Inc. (the "Company") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are subject to risks, uncertainties and other factors which may cause the 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. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-looking statements, which reflect our management's view only as of the date of this Form 10-K. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results, performance or achievements to differ materially from any forward-looking statements made in this Form 10-K include, but are not limited to: the risk that shareholder litigation in connection with the Transactions (as

Business

Item 1. Business The Company is a real estate investment trust ("REIT") that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast. At December 31, 2023, the Company owned a portfolio of 19 properties totaling 2.8 million square feet of gross leasable area ("GLA"). The portfolio was 89.6% leased and 86.4% occupied at December 31, 2023. The Company, organized as a Maryland corporation in 1984, has elected to be taxed as a REIT under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). To qualify as a REIT under those provisions, the Company must have a preponderant percentage of its assets invested in, and income derived from, real estate and related sources. The Company is a commercial real estate investment company that owns income-producing retail properties with a primary focus on grocery-anchored centers. The Company has established an umbrella partnership structure through the contribution of substantially all of its assets to Cedar Realty Trust Partnership, L.P. (the "Operating Partnership"), organized as a limited partnership under the laws of Delaware. 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. Prior to consummation of the Transactions, the Operating Partnership had limited partners other than the Company, but their limited partnership interests in the Operating Partnership were settled pursuant to the Merger Agreement, as described below. At December 31, 2023, the Company, which is a subsidiary of WHLR (as defined herein), owned a 100.0% interest in, and was the sole general partner of, the Operating Partnership. The Company, the Operating Partnership, their subsidiaries and affiliated partnerships are separate legal entities. For ease of reference, the terms "we", "our", "us",

Risk Factors

Item 1A. Risk Factors We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Unresolved Staff Comments: None

Item 1B. Unresolved Staff Comments: None

Cybersecurity

Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy The Company depends on the proper functioning, availability and security of its information systems, including financial, data processing, communications and operating systems. Several information systems are software applications provided by third parties. Although risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us, our business strategy, results of operations or financial condition, like other companies in our industry, we could, from time to time, experience threats and security incidents related to our and our third-party vendors' information systems, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches. Such cybersecurity attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful cybersecurity attack could disrupt and otherwise adversely affect our business operations. Assessment, identification and management of cybersecurity related risks are integrated into our overall risk management process. Cybersecurity related risks are included in the risk universe we evaluate to assess top risks t

View Full Filing

View this 10-K filing on SEC EDGAR