FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(State or other jurisdiction of (I.R.S. Employer 23452 (Address of principal executive offices) (Zip Code) Title of each class 7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value 6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company o o March 1, 2024. DOCUMENTS INCORPORATED BY REFERENCE 1 and 2. 4 1A. 9 1B. 20 3. 20 4. 20 5. 20 6. 20 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 7A. 32 8. 33 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 68 9A. Controls and Procedures, including Management Report on Internal Control Over Financial Reporting 68 9B. 71 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 71 10. 71 11. 74 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 80 13. Certain Relationships and Related Transactions and Director Independence 80 14. 81 15. 82 16. 84 85 Form 10-K should be read in light of these factors. 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 2023. centers. reference, the terms "we", "our", "us", "Company" and "Operating Partnership" (including their respective subsidiaries and affiliates) refer to the business and properties of all these entities, unless the context otherwise requires. Annualized Total Total Base Rent Number Leasable Occupied Annualized per of Square Percentage Percentage Square Base Occupied Property Location Tenants Feet Leased (1) Occupied Feet Rent (2) Square Foot Brickyard Plaza Berlin, CT 10 228,000 100.0 % 99.1 % 226,000 $ 2,027,000 $ 8.98 Carll's Corner Bridgeton, NJ 5 129,000 27.5 % 20.9 % 27,000 400,000 14.63 Coliseum Marketplace Hampton, VA 9 107,000 100.0 % 45.8 % 49,000 610,000 12.46 Fairview Commons New Cumberland, PA 10 53,000 77.5 % 77.4 % 41,000 448,000 10.91 Fieldstone Marketplace New Bedford, MA 10 194,000 85.5 % 71.6 % 139,000 1,652,000 11.87 Gold Star Plaza Shenandoah, PA 6 72,000 97.8 % 97.2 % 70,000 641,000 9.14 Golden Triangle Lancaster, PA 19 203,000 98.4 % 98.5 % 200,000 2,609,000 13.07 Hamburg Square Hamburg, PA 7 102,000 100.0 % 100.0 % 102,000 684,000 6.70 Kings Plaza New Bedford, MA 16 168,000 82.2 % 82.1 % 138,000 1,227,000 8.87 Oakland Commons Bristol, CT 2 90,000 100.0 % 100.0 % 90,000 574,000 6.37 Oregon Avenue Philadelphia, PA 1 20,000 100.0 % 5.0 % 1,000 40,000 34.21 Patuxent Crossing California, MD 30 264,000 84.3 % 84.5 % 223,000 2,254,000 10.12 Pine Grove Plaza Brown Mills, NJ 14 79,000 81.1 % 49.4 % 39,000 573,000 14.56 South Philadelphia Philadelphia, PA 10 222,000 78.9 % 71.6 % 159,000 1,445,000 9.08 Southington Center Southington, CT 10 156,000 100.0 % 98.7 % 154,000 1,172,000 7.64 Timpany Plaza Gardner, MA 14 183,000 65.0 % 65.0 % 119,000 1,167,000 9.81 Trexler Mall Trexlertown, PA 23 337,000 98.2 % 98.2 % 331,000 3,670,000 11.10 Washington Center Shoppes Sewell, NJ 28 157,000 94.0 % 94.3 % 148,000 1,810,000 12.24 Webster Commons Webster, MA 9 99,000 100.0 % 100.0 % 99,000 1,241,000 12.54 Total 233 2,863,000 86.2 % 82.3 % 2,355,000 $ 24,244,000 $ 10.30 % of Percent Annualized Total Total Total Base Rent Annualized Annualized Occupied Leasable per Occupied Tenants Category Base Rent Base Rent Square Feet Square Feet Square Foot TJX Companies (1) Discount Retailer $ 1,162,000 4.8 % 133,000 4.6 % $ 8.74 Kohl's Discount Retailer 1,031,000 4.2 % 147,000 5.1 % 7.01 Shaw's Grocery 925,000 3.8 % 68,000 2.4 % 13.60 Dollar Tree (2) Discount Retailer 845,000 3.5 % 96,000 3.4 % 8.80 Walmart Grocery 843,000 3.5 % 150,000 5.2 % 5.62 Redner's Grocery 747,000 3.1 % 106,000 3.7 % 7.05 Shoprite Grocery 741,000 3.1 % 54,000 1.9 % 13.72 Home Depot Home Improvement 700,000 2.9 % 103,000 3.6 % 6.80 Lehigh Valley Health Medical 673,000 2.8 % 33,000 1.2 % 20.39 Urban Air Entertainment 570,000 2.3 % 61,000 2.1 % 9.34 Total $ 8,237,000 34.0 % 951,000 33.2 % $ 8.66 % of Total Total % of Total Occupied Expiring Number of Expiring Expiring Square Expiring % of Total Base Rent Expiring Square Square Footage Annualized Annualized per Occupied Lease Expiration Period Leases Footage Footage Expiring Base Rent Base Rent Square Foot Available — 508,000 17.7 % n/a n/a n/a n/a Month-To-Month 9 43,000 1.5 % 1.8 % 563,000 2.3 % $ 13.09 2023 22 104,000 3.6 % 4.4 % 1,731,000 7.1 % 16.64 2024 30 217,000 7.6 % 9.2 % 3,000,000 12.4 % 13.82 2025 34 354,000 12.4 % 15.0 % 3,016,000 12.4 % 8.52 2026 25 106,000 3.7 % 4.5 % 1,642,000 6.8 % 15.49 2027 32 270,000 9.4 % 11.5 % 3,030,000 12.5 % 11.22 2028 25 457,000 16.0 % 19.4 % 4,111,000 17.0 % 9.00 2029 19 250,000 8.7 % 10.6 % 2,201,000 9.1 % 8.80 2030 9 155,000 5.4 % 6.6 % 917,000 3.8 % 5.92 2031 6 77,000 2.7 % 3.3 % 900,000 3.7 % 11.69 2032 & thereafter 22 322,000 11.3 % 13.7 % 3,133,000 12.9 % 9.73 Total 233 2,863,000 100.0 % 100.0 % $ 24,244,000 100.0 % $ 10.30 Human Capital Management The Company None Form 10-K. 2023. 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE. In addition, prior to consummation of the Merger, the Company's Board of Directors declared a special dividend on shares of the Company's outstanding common stock and OP Units of $19.52 per share, payable to holders of record of the Company's common stock and OP Units at the close of business on August 19, 2022. Date Sales Disposition Location GLA Sold Price Impairment Riverview Plaza Philadelphia, PA 108,902 5/16/2022 $ 34,000,000 $ (361,000 ) September 12, 2024, until the maturity date of Timpany Plaza shopping center. basis. These assessments have a direct impact on net income. A shorter estimate of the useful life of an asset would have the effect of increasing depreciation expense and lowering net income, whereas a longer estimate of the useful life of an asset would have the effect of reducing depreciation expense and increasing net income. Years ended December 31, Change 2022 2021 Dollars Percent Revenues $ 34,005,000 $ 39,187,000 $ (5,182,000 ) -13.2% Property operating expenses (14,068,000 ) (13,888,000 ) (180,000 ) 1.3% Property operating income 19,937,000 25,299,000 (5,362,000 ) General and administrative (10,099,000 ) (17,811,000 ) 7,712,000 -43.3% Depreciation and amortization (9,645,000 ) (12,141,000 ) 2,496,000 -20.6% Gain on sales — 48,857,000 (48,857,000 ) n/a Impairment charges (9,350,000 ) (65,975,000 ) 56,625,000 n/a Transaction costs (58,959,000 ) — (58,959,000 ) n/a Interest expense, net (10,894,000 ) (13,901,000 ) 3,007,000 -21.6% Loss from continuing operations (79,010,000 ) (35,672,000 ) (43,338,000 ) Discontinued operations: Income from operations 14,302,000 23,535,000 (9,233,000 ) -39.2% Impairment charges (16,629,000 ) (33,913,000 ) 17,284,000 n/a Gain on sales 125,500,000 1,047,000 124,453,000 n/a Net income (loss) 44,163,000 (45,003,000 ) 89,166,000 Net income attributable to noncontrolling interests (132,000 ) (96,000 ) (36,000 ) n/a Net income (loss) attributable to Cedar Realty Trust, Inc. $ 44,031,000 $ (45,099,000 ) $ 89,130,000 2022 Years ended December 31, Change 2021 2020 Dollars Percent Revenues $ 39,187,000 $ 45,890,000 $ (6,703,000 ) -14.6% Property operating expenses (13,888,000 ) (11,558,000 ) (2,330,000 ) 20.2% Property operating income 25,299,000 34,332,000 (9,033,000 ) General and administrative (17,811,000 ) (16,691,000 ) (1,120,000 ) 6.7% Depreciation and amortization (12,141,000 ) (16,469,000 ) 4,328,000 -26.3% Gain on sales 48,857,000 3,753,000 45,104,000 n/a Impairment charges (65,975,000 ) (7,607,000 ) (58,368,000 ) n/a Interest expense (13,901,000 ) (19,840,000 ) 5,939,000 -29.9% Loss from continuing operations (35,672,000 ) (22,522,000 ) (13,150,000 ) Discontinued operations: Income from operations 23,535,000 21,359,000 2,176,000 10.2% Impairment charges (33,913,000 ) 643,000 (34,556,000 ) n/a Gain on sales 1,047,000 - 1,047,000 n/a Net (loss) income (45,003,000 ) (520,000 ) (44,483,000 ) Net income attributable to noncontrolling interests (96,000 ) (552,000 ) 456,000 n/a Net (loss) income attributable to Cedar Realty Trust, Inc. $ (45,099,000 ) $ (1,072,000 ) $ (44,027,000 ) Years ended December 31, 2022 2021 Operating loss $ (68,116,000 ) $ (21,771,000 ) Add (deduct): General and administrative 10,099,000 17,811,000 Gain on sales — (48,857,000 ) Transaction costs 58,959,000 — Impairment charges 9,350,000 65,975,000 Depreciation and amortization 9,645,000 12,141,000 Straight-line rents (361,000 ) 61,000 Amortization of intangible lease liabilities (896,000 ) (657,000 ) Other adjustments 26,000 (847,000 ) NOI related to properties not defined as same-property (495,000 ) (4,599,000 ) Same-property NOI $ 18,211,000 $ 19,257,000 Number of same properties �� 19 19 Same-property occupancy, end of period 82.3 % 83.5 % Same-property leased, end of period 86.2 % 86.6 % Same-property average base rent, end of period $ 10.28 $ 10.29 income (loss) (the most directly comparable GAAP financial measure): Three months ended Six months ended December 31, 2022 December 31, 2022 Renewals (a): Leases renewed with rate increase (sq feet) 81,904 124,875 Leases renewed with rate decrease (sq feet) - 29,223 Leases renewed with no rate change (sq feet) 64,950 64,950 Total leases renewed (sq feet) 146,854 219,048 Leases renewed with rate increase (count) 4 12 Leases renewed with rate decrease (count) - 2 Leases renewed with no rate change (count) 3 3 Total leases renewed (count) 7 17 Option exercised (count) 1 2 Weighted average on rate increases (per sq foot) $ 2.43 $ 1.91 Weighted average on rate decreases (per sq foot) $ - $ (0.28 ) Weighted average on all renewals (per sq foot) $ 1.36 $ 1.05 Weighted average change over prior rates 14.35 % 10.26 % New Leases (a) (b): New leases (sq feet) 120,853 159,213 New leases (count) 9 14 Weighted average rate (per sq foot) $ 11.04 $ 10.70 Merger: properties. Agreement"). December 31, 2022 Contractual Maturity Balance interest rates Description dates outstanding weighted-average Fixed-rate: Term loan Nov 2032 $ 110,000,000 5.3% Term loan Jan 2033 25,000,000 6.4% 135,000,000 5.5% Unamortized issuance costs (3,538,000 ) $ 131,462,000 2023 $ — 2024 — 2025 — 2026 — 2027 126,000 Thereafter 134,874,000 $ 135,000,000 the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements. Maturity Date 2023 2024 2025 2026 2027 Thereafter Total Debt: Secured term loans $ - $ - $ - $ - $ 126,000 $ 134,874,000 $ 135,000,000 Interest payments (a) 7,398,000 7,485,000 7,465,000 7,465,000 7,465,000 35,860,000 73,138,000 Operating lease obligations 179,000 179,000 179,000 179,000 179,000 7,852,000 8,747,000 Total $ 7,577,000 $ 7,664,000 $ 7,644,000 $ 7,644,000 $ 7,770,000 $ 178,586,000 $ 216,885,000 2023: 2023. Years ended December 31, 2022 2021 2020 Cash flows (used in) provided by: Operating activities $ (20,464,000 ) $ 44,962,000 $ 42,580,000 Investing activities $ 676,775,000 $ 71,534,000 $ (18,369,000 ) Financing activities $ (646,117,000 ) $ (114,864,000 ) $ (25,321,000 ) Merger. a new term loan. During 2022, the Company made $408.1 million of preferred and common stock distributions, a $300.0 million term loan payoff, $130.7 million of mortgage repayments, net payments of $66.0 million under the revolving credit facility, payments of $7.4 million of debt financing costs, $1.4 million of distributions to limited partners, and the purchase of a minority interest in a joint venture for $1.0 million, which were partially offset by $265.0 million in new term loans and a $3.4 million benefit as a result of interest rate swap terminations. Years ended December 31, 2022 2021 2020 Net income (loss) attributable to common shareholders $ 33,279,000 $ (55,851,000 ) $ (11,824,000 ) Real estate depreciation and amortization 19,318,000 39,380,000 48,297,000 Limited partners' interest 132,000 (329,000 ) (66,000 ) Gain on sales (125,500,000 ) (49,904,000 ) (4,396,000 ) Impairment charges 25,979,000 99,888,000 7,607,000 Consolidated minority interests: Share of income — 425,000 618,000 Share of FFO — (303,000 ) (388,000 ) FFO applicable to diluted common shares (46,792,000 ) 33,306,000 39,848,000 Transaction costs (a) 58,959,000 — — Redevelopment costs (b) — 230,000 483,000 Financing costs (c) — 215,000 — Operating FFO applicable to diluted common shares $ 12,167,000 $ 33,751,000 $ 40,331,000 FFO per diluted common share $ (3.40 ) $ 2.40 $ 2.88 Operating FFO per diluted common share $ 0.88 $ 2.43 $ 2.91 Weighted average number of diluted common shares (d): Common shares and equivalents 13,717,000 13,814,000 13,758,000 OP Units 44,000 81,000 81,000 13,761,000 13,895,000 13,839,000 Consolidated Balance Sheets, December 31, March December 31, 2022 2021 ASSETS Real estate: Land $ 69,111,000 $ 68,865,000 Buildings and improvements 294,999,000 300,962,000 364,110,000 369,827,000 Less accumulated depreciation (157,468,000 ) (155,250,000 ) Real estate, net 206,642,000 214,577,000 Real estate held for sale — 757,037,000 Investment in unconsolidated joint venture — 4,654,000 Cash and cash equivalents 3,899,000 3,039,000 Restricted cash 9,564,000 230,000 Receivables 6,135,000 13,580,000 Other assets and deferred charges, net 7,924,000 23,777,000 TOTAL ASSETS $ 234,164,000 $ 1,016,894,000 LIABILITIES AND EQUITY Mortgage loan payable - held for sale $ — $ 156,821,000 Finance lease obligation - held for sale — 5,314,000 Unsecured revolving credit facility — 66,000,000 Unsecured term loans — 298,903,000 Secured term loans, net 131,462,000 — Accounts payable and accrued liabilities 10,094,000 42,099,000 Due to Wheeler Real Estate Investment Trust, Inc. 7,328,000 — Unamortized intangible lease liabilities 3,078,000 5,367,000 Unamortized intangible lease liabilities - held for sale — 2,422,000 Total liabilities 151,962,000 576,926,000 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, 13,718,000 and 13,658,000 shares, issued and outstanding, respectively) 823,000 820,000 Treasury stock (0 and 387,000 shares, respectively, at cost) — (13,266,000 ) Additional paid-in capital 868,323,000 881,009,000 Cumulative distributions in excess of net income (946,485,000 ) (582,464,000 ) Accumulated other comprehensive loss — (8,258,000 ) Total Cedar Realty Trust, Inc. shareholders' equity 82,202,000 437,382,000 Noncontrolling interests: Limited partners' OP Units — 2,586,000 Total noncontrolling interests — 2,586,000 Total equity 82,202,000 439,968,000 TOTAL LIABILITIES AND EQUITY $ 234,164,000 $ 1,016,894,000 Years ended December 31, 2022 2021 2020 REVENUES Rental revenues $ 32,671,000 $ 38,612,000 $ 38,408,000 Other 1,334,000 575,000 7,482,000 Total revenues 34,005,000 39,187,000 45,890,000 EXPENSES Operating, maintenance and management 8,119,000 7,299,000 4,234,000 Real estate and other property-related taxes 5,949,000 6,589,000 7,324,000 General and administrative 10,099,000 17,811,000 16,691,000 Depreciation and amortization 9,645,000 12,141,000 16,469,000 Total expenses 33,812,000 43,840,000 44,718,000 OTHER Gain on sales — 48,857,000 3,753,000 Transaction costs (58,959,000 ) — — Impairment charges (9,350,000 ) (65,975,000 ) (7,607,000 ) Total other (68,309,000 ) (17,118,000 ) (3,854,000 ) OPERATING LOSS (68,116,000 ) (21,771,000 ) (2,682,000 ) NON-OPERATING INCOME AND EXPENSES Interest expense, net (10,894,000 ) (13,901,000 ) (19,840,000 ) Total non-operating income and expenses (10,894,000 ) (13,901,000 ) (19,840,000 ) NET LOSS FROM CONTINUING OPERATIONS (79,010,000 ) (35,672,000 ) (22,522,000 ) DISCONTINUED OPERATIONS Income from discontinued operations 14,302,000 23,535,000 21,359,000 Impairment (charges) reversal (16,629,000 ) (33,913,000 ) 643,000 Gain on sales 125,500,000 1,047,000 — Total income (loss) from discontinued operations 123,173,000 (9,331,000 ) 22,002,000 NET INCOME (LOSS) 44,163,000 (45,003,000 ) (520,000 ) Net (income) loss attributable to noncontrolling interests: Minority interests in consolidated joint ventures — (425,000 ) (618,000 ) Limited partners' interest in Operating Partnership (132,000 ) 329,000 66,000 Total net (income) loss attributable to noncontrolling interests (132,000 ) (96,000 ) (552,000 ) NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. 44,031,000 (45,099,000 ) (1,072,000 ) Preferred stock dividends (10,752,000 ) (10,752,000 ) (10,752,000 ) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 33,279,000 $ (55,851,000 ) $ (11,824,000 ) NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): Continuing operations $ (6.64 ) $ (3.53 ) $ (2.59 ) Discontinued operations 9.12 (0.71 ) 1.67 $ 2.48 $ (4.24 ) $ (0.92 ) Weighted average number of common shares - basic and diluted 13,448,000 13,213,000 13,104,000 Years ended December 31, 2022 2021 2020 Net income (loss) $ 44,163,000 $ (45,003,000 ) $ (520,000 ) Unrealized gain (loss) on change in fair value of cash flow hedges 8,321,000 10,624,000 (11,878,000 ) Comprehensive income (loss) 52,484,000 (34,379,000 ) (12,398,000 ) Comprehensive income attributable to noncontrolling interests (195,000 ) (162,000 ) (481,000 ) Comprehensive income (loss) attributable to Cedar Realty Trust, Inc. $ 52,289,000 $ (34,541,000 ) $ (12,879,000 ) Cumulative Accumulated Treasury Additional distributions other Preferred stock Common stock stock, paid-in in excess of comprehensive Shares Amount Shares Amount at cost capital net income (income) loss Total Balance, December 31, 2019 6,450,000 $ 159,541,000 13,488,000 $ 809,000 $ (16,311,000 ) $ 877,256,000 $ (503,725,000 ) $ (7,009,000 ) $ 510,561,000 Net (loss) income — — — — — — (1,072,000 ) — (1,072,000 ) Unrealized (loss) on change in fair value of cash flow hedges — — — — — — — (11,807,000 ) (11,807,000 ) Share-based compensation, net — — 40,000 3,000 1,178,000 2,528,000 — — 3,709,000 Common stock sales, net of issuance expenses — — 2,000 — — 13,000 — — 13,000 Preferred stock dividends — — — — — — (10,752,000 ) — (10,752,000 ) Distributions to common shareholders/noncontrolling interests — — — — — — (7,147,000 ) — (7,147,000 ) Reallocation adjustment of limited partners' interest — — — — — (7,000 ) — — (7,000 ) Balance, December 31, 2020 6,450,000 159,541,000 13,530,000 812,000 (15,133,000 ) 879,790,000 (522,696,000 ) (18,816,000 ) 483,498,000 Net (loss) income — — — — — — (45,099,000 ) — (45,099,000 ) Unrealized gain on change in fair value of cash flow hedges — — — — — — — 10,558,000 10,558,000 Share-based compensation, net — — 128,000 8,000 1,867,000 (17,000 ) — — 1,858,000 Common stock sales, net of issuance expenses — — — — — 4,000 — — 4,000 Preferred stock dividends — — — — — — (10,752,000 ) — (10,752,000 ) Distributions to common shareholders/noncontrolling interests — — — — — — (3,917,000 ) — (3,917,000 ) Reallocation adjustment of limited partners' interest — — — — — 30,000 — — 30,000 Conversion of OP Units to shares — — — — — — — — — Acquisition of minority interests — — — — — 1,202,000 — — 1,202,000 Balance, December 31, 2021 6,450,000 159,541,000 13,658,000 820,000 (13,266,000 ) 881,009,000 (582,464,000 ) (8,258,000 ) 437,382,000 Net income — — — — — — 44,031,000 — 44,031,000 Unrealized gain on change in fair value of cash flow hedges — — — — — — — 8,258,000 8,258,000 Share-based compensation, net — — (103,000 ) (6,000 ) 13,266,000 (12,300,000 ) — — 960,000 Purchase of OP Units — — — — — — — — — Preferred stock dividends — — — — — — (10,752,000 ) — (10,752,000 ) Acquisition of minority interests — — — — — (1,000,000 ) — — (1,000,000 ) Distributions to common shareholders/noncontrolling interests — — — — — — (397,300,000 ) — (397,300,000 ) Reallocation adjustment of limited partners' interest — — — — — 622,000 — — 622,000 Common stock sales, net of issuance expenses — — — — — 1,000 — — 1,000 Common stock issuance — — 114,000 7,000 — (7,000 ) — — — Common stock repurchases — — (13,669,000 ) (821,000 ) — 821,000 — — — Common stock issued to Wheeler Real Estate Investment Trust, Inc. — — 13,718,000 823,000 — (823,000 ) — — — Balance, December 31, 2022 6,450,000 $ 159,541,000 13,718,000 $ 823,000 $ — $ 868,323,000 $ (946,485,000 ) $ — $ 82,202,000 Noncontrolling Interests Limited Minority partners' interests in interest in consolidated Operating Total joint ventures Partnership Total equity Balance, December 31, 2019 $ 435,000 $ 3,079,000 $ 3,514,000 $ 514,075,000 Net (loss) income 618,000 (66,000 ) 552,000 (520,000 ) Unrealized (loss) on change in fair value of cash flow hedges — (71,000 ) (71,000 ) (11,878,000 ) Share-based compensation, net — — — 3,709,000 Common stock sales, net of issuance expenses — — — 13,000 Preferred stock dividends — — — (10,752,000 ) Distributions to common shareholders/noncontrolling interests — (42,000 ) (42,000 ) (7,189,000 ) Reallocation adjustment of limited partners' interest — 7,000 7,000 — Balance, December 31, 2020 1,053,000 2,907,000 3,960,000 487,458,000 Net (loss) income 425,000 (329,000 ) 96,000 (45,003,000 ) Unrealized gain on change in fair value of cash flow hedges — 66,000 66,000 10,624,000 Share-based compensation, net — — — 1,858,000 Common stock sales, net of issuance expenses — — — 4,000 Preferred stock dividends — — — (10,752,000 ) Distributions to common shareholders/noncontrolling interests — (20,000 ) (20,000 ) (3,937,000 ) Reallocation adjustment of limited partners' interest — (30,000 ) (30,000 ) — Conversion of OP Units to shares — (8,000 ) (8,000 ) (8,000 ) Acquisition of minority interests (1,478,000 ) — (1,478,000 ) (276,000 ) Balance, December 31, 2021 — 2,586,000 2,586,000 439,968,000 Net income — 132,000 132,000 44,163,000 Unrealized gain on change in fair value of cash flow hedges — 63,000 63,000 8,321,000 Share-based compensation, net — — — 960,000 Purchase of OP Units — (726,000 ) (726,000 ) (726,000 ) Preferred stock dividends — — — (10,752,000 ) Acquisition of minority interests — — — (1,000,000 ) Distributions to common shareholders/noncontrolling interests — (1,433,000 ) (1,433,000 ) (398,733,000 ) Reallocation adjustment of limited partners' interest — (622,000 ) (622,000 ) — Common stock sales, net of issuance expenses — — — 1,000 Common stock issuance — — — — Common stock repurchases — — — — Common stock issued to Wheeler Real Estate Investment Trust, Inc. — — — — Balance, December 31, 2022 $ — $ — $ — $ 82,202,000 Years ended December 31, 2022 2021 2020 OPERATING ACTIVITIES Net income (loss) $ 44,163,000 $ (45,003,000 ) $ (520,000 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Gain on sales (125,500,000 ) (49,904,000 ) (4,396,000 ) Impairment charges 25,979,000 99,888,000 7,607,000 Straight-line rents and expenses, net (506,000 ) (161,000 ) 1,279,000 Provision for doubtful accounts 968,000 1,114,000 1,478,000 Depreciation and amortization 19,372,000 39,454,000 48,412,000 Amortization of intangible lease liabilities, net (1,080,000 ) (1,074,000 ) (1,373,000 ) Expense relating to share-based compensation, net 1,608,000 3,043,000 3,723,000 Amortization of deferred financing costs 6,105,000 1,360,000 1,331,000 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Rents and other receivables (15,575,000 ) (1,266,000 ) (2,811,000 ) Prepaid expenses and other (5,654,000 ) (2,709,000 ) (9,216,000 ) Accounts payable and accrued liabilities 29,656,000 220,000 (2,934,000 ) Net cash (used in) provided by operating activities (20,464,000 ) 44,962,000 42,580,000 INVESTING ACTIVITIES Expenditures for real estate improvements (22,407,000 ) (28,309,000 ) (39,551,000 ) Net proceeds from sales of real estate 699,337,000 104,497,000 21,182,000 Contributions to unconsolidated joint venture (155,000 ) (4,654,000 ) — Net cash provided by (used in) investing activities 676,775,000 71,534,000 (18,369,000 ) FINANCING ACTIVITIES Repayments under revolving credit facility (70,000,000 ) (188,000,000 ) (104,000,000 ) Advances under revolving credit facility 4,000,000 79,000,000 173,000,000 Repayment of term notes (300,000,000 ) (100,000,000 ) (75,000,000 ) Proceeds (termination payment) related to interest rate swap 3,400,000 (503,000 ) — Term loans and mortgage proceeds 265,000,000 114,000,000 — Term loan and mortgage repayments (130,664,000 ) (1,110,000 ) (1,067,000 ) Payments of debt financing costs (7,368,000 ) (3,278,000 ) (326,000 ) Noncontrolling interests: Purchase of minority interest — (276,000 ) — Distributions to limited partners (966,000 ) (20,000 ) (42,000 ) Acquisition of joint venture minority interest share (1,000,000 ) — — Redemption of OP units (467,000 ) (8,000 ) — Common stock sales less issuance expenses, net — — 13,000 Preferred stock dividends (10,752,000 ) (10,752,000 ) (10,752,000 ) Distributions to common shareholders (397,300,000 ) (3,917,000 ) (7,147,000 ) Net cash used in financing activities (646,117,000 ) (114,864,000 ) (25,321,000 ) Net increase (decrease) in cash, cash equivalents and restricted cash 10,194,000 1,632,000 (1,110,000 ) Cash, cash equivalents and restricted cash at beginning of year 3,269,000 1,637,000 2,747,000 Cash, cash equivalents and restricted cash at end of year $ 13,463,000 $ 3,269,000 $ 1,637,000 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 3,899,000 $ 3,039,000 $ 1,637,000 Restricted cash 9,564,000 230,000 — Cash, cash equivalents and restricted cash $ 13,463,000 $ 3,269,000 $ 1,637,000 At December 31, 2023, the Company owned a portfolio of 19 properties. Seven of these properties are located in Pennsylvania, four in Massachusetts, three in Connecticut, three in New Jersey, one in Maryland and one in Virginia. Partnership. Principles of Consolidation/Basis of Preparation See Note 3, Real Estate, for additional details. Real Estate Investments held available for occupancy upon the completion of tenant improvements, but not later than one year from cessation of major construction activity. Properties Held for Sale Cash and Cash Equivalents / Restricted Cash days. Fair Value Measurements Revenue Recognition and Receivables Segment Information incentives. The Company's lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Transaction Costs Income Taxes Derivative Financial Instruments Share-Based Compensation shares that are contributed to the Rabbi Trusts are classified as treasury stock on the Supplemental Consolidated Statements of Cash Flows Information Years ended December 31, 2022 2021 2020 Supplemental disclosure of cash activities: Cash paid for interest $ 14,344,000 $ 20,219,000 $ 23,208,000 Supplemental disclosure of non-cash activities: Capitalization of interest and financing costs 1,035,000 3,399,000 2,674,000 Buildings and improvements included in accounts payable and accrued liabilities (4,062,000 ) 871,000 2,976,000 Recognition of right-of-use assets and related lease liabilities — — 703,000 Payoff of mortgages through mortgage assumptions 157,925,000 — — Recently Issued Other accounting standards that have been recently issued or proposed by the FASB or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows. On August 5, 2022, the Joint Venture was sold in connection with the Grocery-Anchored Portfolio Sale. The Company contributed approximately 2023 Dispositions Gain on Sale/ Date Sales Reversal of Property Location Sold Price Impairment 2022 Riverview Plaza Philadelphia, PA 5/16/2022 $ 34,000,000 $ (361,000 ) 2021 Kempsville Crossing (land parcel) Virginia Beach, VA 2/24/2021 $ 1,300,000 $ 1,047,000 The Commons Dubois, PA 5/5/2021 9,761,000 1,849,000 Camp Hill Shopping Center Camp Hill, PA 6/21/2021 89,662,500 48,857,000 $ 100,723,500 $ 51,753,000 2020 Metro Square Owings Mills, MD 7/9/2020 $ 4,288,000 $ - Oakland Mills outparcel building Columbia, MD 9/17/2020 1,050,000 643,000 Glen Allen Shopping Center Glen Allen, VA 10/8/2020 8,540,000 1,780,000 Pine Grove Plaza outparcel building Brown Mills, NJ 11/2/2020 1,100,000 565,000 Suffolk Plaza Suffolk, VA 12/10/2020 6,950,000 1,408,000 $ 21,928,000 $ 4,396,000 December 31, 2022 2021 Real estate held for sale $ — $ 736,230,000 Receivables — 8,453,000 Other assets and deferred charges, net — 12,354,000 Total real estate held for sale $ — $ 757,037,000 Discontinued Operations Property Name Location Property Name Location Academy Plaza Philadelphia, PA New London Mall New London, CT Bethel Shopping Center Bethel, CT Newport Plaza Newport, PA Carmans Plaza Massapequa, NY Northside Commons Campbelltown, PA Christina Crossing Wilmington, DE Norwood Shopping Center Norwood, MA Colonial Commons Harrisburg, PA Oak Ridge Shopping Center Suffolk, VA Crossroads II Bartonsville, PA Oakland Mills Columbia, MD East River Park Washington, DC Palmyra Shopping Center Palmyra, PA Elmhurst Square Portsmouth, VA Quartermaster Plaza Philadelphia, PA Fishtown Crossing Philadelphia, PA Senator Square Washington, DC Franklin Village Plaza Franklin, MA Shoppes at Arts District Hyattsville, MD General Booth Plaza Virginia Beach, VA Swede Square E. Norriton Township, PA Girard Plaza Philadelphia, PA The Point Harrisburg, PA Groton Shopping Center Groton, CT The Shops as Bloomfield Station Bloomfield, NJ Halifax Plaza Halifax, PA The Shops at Suffolk Downs Revere, MA Jordan Lane Wethersfield, PA Trexlertown Plaza Trexlertown, PA Kempsville Crossing Virginia Beach, VA Valley Plaza Hagerstown, MD Lawndale Plaza Philadelphia, PA Yorktowne Plaza Cockeysville, MD Meadows Marketplace Hummelstown, PA 2023 The following is a summary of income Years ended December 31, 2022 2021 2020 REVENUES Rental revenues $ 45,073,000 $ 87,839,000 $ 88,763,000 Other 184,000 524,000 885,000 Total revenues 45,257,000 88,363,000 89,648,000 EXPENSES Operating, maintenance and management 10,818,000 19,518,000 21,311,000 Real estate and other property-related taxes 6,749,000 13,040,000 12,727,000 General and administrative 151,000 222,000 174,000 Depreciation and amortization 9,726,000 27,313,000 31,943,000 Total expenses 27,444,000 60,093,000 66,155,000 OPERATING INCOME 17,813,000 28,270,000 23,493,000 NON-OPERATING INCOME AND EXPENSES Interest expense, net (3,511,000 ) (4,735,000 ) (2,134,000 ) Total non-operating income and expenses (3,511,000 ) (4,735,000 ) (2,134,000 ) INCOME FROM DISCONTINUED OPERATIONS 14,302,000 23,535,000 21,359,000 Impairment (charges) reversal (16,629,000 ) (33,913,000 ) 643,000 Gain on sales 125,500,000 1,047,000 — TOTAL INCOME (LOSS) FROM DISCONTINUED OPERATIONS $ 123,173,000 $ (9,331,000 ) $ 22,002,000 $131.5 million, respectively. December 31, 2021 Description Level 1 Level 2 Level 3 Total Investments related to deferred compensation liabilities (a) $ 955,000 $ — $ — $ 955,000 Deferred compensation liabilities (b) $ 982,000 $ — $ — $ 982,000 Interest rate swaps liability (b) $ — $ 8,232,000 $ — $ 8,232,000 Receivables, net at December 31, December 31, 2022 2021 Rents and other receivables, net $ 2,904,000 $ 7,242,000 Mortgage note receivable — 3,500,000 Straight-line rents, net 3,231,000 2,838,000 $ 6,135,000 $ 13,580,000 2023 Note 7. Deferred Costs and Other Assets, net December 31, 2022 2021 Lease origination costs (a) $ 4,747,000 $ 4,710,000 Right-of-use assets 2,062,000 9,861,000 Prepaid expenses 1,029,000 7,255,000 Investments related to share-based compensation — 955,000 Unsecured revolving credit facility financing costs — 1,134,000 Leasehold improvements, furniture and fixtures — 50,000 Other 86,000 (188,000 ) Total other assets and deferred charges, net $ 7,924,000 $ 23,777,000 Deferred Lease origination costs 2023 $ 759,000 2024 766,000 2025 666,000 2026 596,000 2027 545,000 Thereafter 1,415,000 $ 4,747,000 2023 Note 8. Debt December 31, 2022 December 31, 2021 Contractual Contractual Maturity Balance interest rates Balance interest rates Description dates outstanding weighted-average outstanding weighted-average Fixed-rate mortgage Franklin Village Jun 2026 $ — n/a $ 44,571,000 3.9% Shops at Suffolk Downs (a) Jun 2031 — n/a 15,600,000 3.5% Trexlertown Plaza (a) Jun 2031 — n/a 36,100,000 3.5% The Point (a) Jun 2031 — n/a 29,700,000 3.5% Christina Crossing (a) Jun 2031 — n/a 17,000,000 3.5% Lawndale Plaza (a) Jun 2031 — n/a 15,600,000 3.5% Senator Square finance lease obligation Sep 2050 — n/a 5,596,000 5.3% — n/a 164,167,000 3.6% Credit facilities: Variable-rate: Revolving credit facility (b) Aug 2024 — n/a 66,000,000 1.6% (b) Fixed-rate: Term loan (c) Apr 2023 — n/a 100,000,000 3.3% Term loan (c) Sep 2024 — n/a 75,000,000 3.8% Term loan (c) Jul 2025 — n/a 75,000,000 4.7% Term loan (c) Aug 2026 — n/a 50,000,000 3.3% Term loan Nov 2032 110,000,000 5.3% — n/a Term loan Jan 2033 25,000,000 6.4% — n/a 135,000,000 5.5% 530,167,000 3.5% Unamortized issuance costs (3,538,000 ) (3,129,000 ) $ 131,462,000 $ 527,038,000 2022: Purchasers. Loan Agreement, 10 properties Scheduled principal payments on secured term loans at December 31, 2023 $ — 2024 — 2025 — 2026 — 2027 126,000 Thereafter 134,874,000 $ 135,000,000 losses recorded in accumulated other comprehensive loss December 31, 2021 Designation/ Fair Maturity Balance sheet Cash flow Derivative Count value dates location Qualifying Interest rate swaps 5 $ 8,232,000 2023-2025 Accounts payable and accrued liabilities The following presents the effect of the (Loss) gain recognized in other comprehensive income (loss) (effective portion) Designation/ Years ended December 31, Cash flow Derivative 2022 2021 2020 Qualifying Interest rate swaps $ 6,001,000 $ 4,148,000 $ (17,940,000 ) (Loss) recognized in other comprehensive income (loss) reclassified into earnings (effective portion) Years ended December 31, Classification 2022 2021 2020 Continuing Operations $ (2,320,000 ) $ (6,476,000 ) $ (6,062,000 ) Cedar Realty Trust, Inc. 2023 $ 416,000 2024 250,000 2025 236,000 2026 236,000 2027 236,000 Thereafter 1,704,000 $ 3,078,000 The following table represents a reconciliation of the 2023 $ 179,000 2024 179,000 2025 179,000 2026 179,000 2027 179,000 Thereafter 7,852,000 Total undiscounted future minimum lease payments 8,747,000 Future minimum lease payments, discount (6,685,000 ) Lease liabilities $ 2,062,000 may exist. the former Board of Directors are control persons under Section 20(a) of the Exchange Act. On The Company is authorized to issue up to 12,500,000 shares of preferred stock. The following tables summarize details about the Series B Series C Preferred Stock Preferred Stock Par value $ 0.01 $ 0.01 Liquidation value $ 25.00 $ 25.00 December 31, 2022 December 31, 2021 Series B Series C Series B Series C Preferred Stock Preferred Stock Preferred Stock Preferred Stock Shares authorized 1,450,000 6,450,000 1,450,000 6,450,000 Shares issued and outstanding 1,450,000 5,000,000 1,450,000 5,000,000 Balance $ 34,767,000 $ 124,774,000 $ 34,767,000 $ 124,774,000 purchases were at The following table provides a summary of dividends declared and paid per share: Years ended December 31, 2022 2021 2020 Common stock $ 19.586 $ 0.264 $ 0.528 7.25% Series B Preferred Stock $ 1.812 $ 1.812 $ 1.812 6.50% Series C Preferred Stock $ 1.625 $ 1.625 $ 1.625 Rental revenues for Years ended December 31, 2022 2021 2020 Base rents $ 23,111,000 $ 27,946,000 $ 29,419,000 Expense recoveries 7,769,000 9,394,000 8,344,000 Percentage rent 534,000 676,000 1,448,000 Straight-line rents 361,000 (61,000 ) (1,513,000 ) Amortization of intangible lease liabilities, net 896,000 657,000 710,000 Total rents $ 32,671,000 $ 38,612,000 $ 38,408,000 Annual future base rents due to be received under non-cancelable operating leases in effect at December 31, 2023 $ 23,961,000 2024 23,133,000 2025 20,845,000 2026 18,550,000 2027 16,313,000 Thereafter 54,132,000 $ 156,934,000 The following tables set forth certain share-based compensation information for 2023 and 2022, Years ended December 31, 2022 2021 2020 Expense relating to share/unit grants $ 1,662,000 $ 3,229,000 $ 3,954,000 Amounts capitalized (54,000 ) (186,000 ) (231,000 ) Total charged to operations $ 1,608,000 $ 3,043,000 $ 3,723,000 Weighted average Shares grant date value Unvested shares/units, December 31, 2021 492,000 $ 23.47 Restricted share grants 7,000 26.31 Vested during period (417,000 ) 28.63 Forfeitures/cancellations/retirements (82,000 ) 28.29 Unvested shares/units, December 31, 2022 — Merger. was $11.9 million. to be reinvested into the Years ended December 31, 2022 2021 2020 Numerator Net loss from continuing operations $ (79,010,000 ) $ (35,672,000 ) $ (22,522,000 ) Preferred stock dividends (10,752,000 ) (10,752,000 ) (10,752,000 ) Net loss (income) attributable to noncontrolling interests 355,000 (151,000 ) (423,000 ) Net earnings (loss) allocated to unvested shares 58,000 (117,000 ) (238,000 ) Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares (89,349,000 ) (46,692,000 ) (33,935,000 ) Income (loss) from discontinued operations, net of noncontrolling interests, attributable to vested common shares 122,686,000 (9,276,000 ) 21,873,000 Net income (loss) attributable to vested common shares $ 33,337,000 $ (55,968,000 ) $ (12,062,000 ) Denominator Weighted average number of vested common shares outstanding, basic and diluted 13,448,000 13,213,000 13,104,000 Net income (loss) per common share attributable to common shareholders (basic and diluted): Continuing operations $ (6.64 ) $ (3.53 ) $ (2.59 ) Discontinued operations 9.12 (0.71 ) 1.67 $ 2.48 $ (4.24 ) $ (0.92 ) award had no impact in calculating diluted EPS for Quarter ended March 31 June 30 September 30 December 31 2022 Revenues $ 8,278,000 $ 8,503,000 $ 7,984,000 $ 9,240,000 Net (loss) income $ (1,057,000 ) $ (42,587,000 ) $ 89,309,000 $ (1,634,000 ) Net (loss) income attributable to common shareholders $ (3,745,000 ) $ (45,275,000 ) $ 86,621,000 $ (4,322,000 ) Per common share (basic and diluted) - continuing operations $ (0.71 ) $ (2.78 ) $ (2.87 ) $ (0.28 ) Per common share (basic and diluted) - discontinued operations $ 0.43 $ (0.63 ) $ 9.29 $ 0.03 Per common share (basic and diluted) - total $ (0.28 ) $ (3.41 ) $ 6.42 $ (0.25 ) 2021 Revenues $ 10,935,000 $ 10,844,000 $ 8,495,000 $ 8,913,000 Net income (loss) $ 1,112,000 $ 51,055,000 $ (80,516,000 ) $ (16,750,000 ) Net (loss) income attributable to common shareholders $ (1,576,000 ) $ 48,367,000 $ (83,204,000 ) $ (19,438,000 ) Per common share (basic and diluted) - continuing operations $ (0.60 ) $ 3.11 $ (4.97 ) $ (1.07 ) Per common share (basic and diluted) - discontinued operations $ 0.49 $ 0.41 $ (1.31 ) $ (0.30 ) Per common share (basic and diluted) - total $ (0.11 ) $ 3.52 $ (6.28 ) $ (1.37 ) Cedar Realty Trust, Inc. Includes allocations for executive compensation and directors' liability insurance. In 2022, WHLR did not make any allocations to the Company for these services due to certain limitations set forth in the Cost Sharing Agreement. Year built/ Gross Initial cost to the Company Year Percent Year last leasable Building and Property State acquired owned renovated area Land Improvements Brickyard Plaza CT 2004 100% 1990/2012 228,000 7,632,000 29,308,000 Carll's Corner NJ 2007 100% 1960s-1999 129,000 $ 3,034,000 $ 15,293,000 Coliseum Marketplace VA 2005 100% 1987/2012 107,000 2,924,000 14,416,000 Fairview Commons PA 2007 100% 1976/2003 53,000 858,000 3,568,000 Fieldstone Marketplace MA 2005/2012 100% 1988/2003 194,000 5,229,000 21,440,000 Gold Star Plaza PA 2006 100% 1988 72,000 1,644,000 6,519,000 Golden Triangle PA 2003 100% 1960/2005 203,000 2,320,000 9,713,000 Hamburg Square PA 2004 100% 1993/2010 102,000 1,153,000 4,678,000 Kings Plaza MA 2007 100% 1970/1994 168,000 2,413,000 12,604,000 Oakland Commons CT 2007 100% 1962/2013 90,000 2,504,000 15,662,000 Patuxent Crossing MD 2009 100% 1985-1997 264,000 14,849,000 18,445,000 Pine Grove Plaza NJ 2003 100% 2001/2002 79,000 2,010,000 6,489,000 Oregon Avenue PA 2016 100% 2011 20,000 2,247,000 18,616,000 South Philadelphia PA 2003 100% 1950/2003 222,000 8,222,000 36,314,000 Southington Center CT 2003 100% 1972/2000 156,000 - 11,834,000 Timpany Plaza MA 2007 100% 1970's-1989 183,000 3,412,000 19,240,000 Trexler Mall PA 2005 100% 1973/2013 337,000 6,932,000 32,815,000 Washington Centers Shoppes NJ 2001 100% 1979/1995 157,000 2,061,000 7,314,000 Webster Commons MA 2007 100% 1960's-2004 99,000 3,551,000 18,412,000 Other n/a n/a 100% n/a - 1,965,000 - Total Portfolio 2,863,000 $ 74,960,000 $ 302,680,000 on Gross amount at which carried at (continued) Subsequent December 31, 2022 cost Building and Accumulated Property capitalized (a) Land improvements Total depreciation Brickyard Plaza (779,000 ) 7,648,000 28,513,000 36,161,000 13,850,000 Carll's Corner $ (11,815,000 ) $ 246,000 $ 6,266,000 $ 6,512,000 $ 5,321,000 Coliseum Marketplace (4,860,000 ) 3,586,000 8,894,000 12,480,000 7,091,000 Fairview Commons 462,000 858,000 4,030,000 4,888,000 1,801,000 Fieldstone Marketplace (3,219,000 ) 5,167,000 18,283,000 23,450,000 12,069,000 Gold Star Plaza (140,000 ) 1,644,000 6,379,000 8,023,000 2,840,000 Golden Triangle 12,345,000 2,320,000 22,058,000 24,378,000 11,429,000 Hamburg Square 6,573,000 1,153,000 11,251,000 12,404,000 4,902,000 Kings Plaza 1,915,000 2,408,000 14,524,000 16,932,000 5,460,000 Oakland Commons (4,668,000 ) 2,504,000 10,994,000 13,498,000 6,450,000 Patuxent Crossing 1,835,000 13,211,000 21,918,000 35,129,000 10,679,000 Pine Grove Plaza 632,000 1,622,000 7,509,000 9,131,000 3,849,000 Oregon Avenue (16,980,000 ) 2,141,000 1,742,000 3,883,000 358,000 South Philadelphia (9,764,000 ) 8,222,000 26,550,000 34,772,000 21,389,000 Southington Center 1,464,000 - 13,298,000 13,298,000 6,208,000 Timpany Plaza (4,845,000 ) 3,368,000 14,439,000 17,807,000 7,953,000 Trexler Mall 13,720,000 6,932,000 46,535,000 53,467,000 19,962,000 Washington Centers Shoppes 7,513,000 2,000,000 14,888,000 16,888,000 7,241,000 Webster Commons (1,518,000 ) 4,081,000 16,364,000 20,445,000 8,447,000 Other (1,401,000 ) - 564,000 564,000 169,000 Total Portfolio $ (13,530,000 ) $ 69,111,000 $ 294,999,000 $ 364,110,000 $ 157,468,000 on Cost 2022 2021 2020 Balance, beginning of the year $ 369,827,000 $ 604,265,000 $ 1,515,206,000 Properties transferred to/from held for sale (11,495,000 ) (180,123,000 ) (945,725,000 ) Outparcel dispositions — (387,000 ) (840,000 ) Property impairments (16,629,000 ) (83,224,000 ) — Improvements and betterments 22,407,000 29,296,000 35,624,000 Balance, end of the year $ 364,110,000 (b) $ 369,827,000 $ 604,265,000 Accumulated depreciation Balance, beginning of the year $ 155,250,000 $ 197,119,000 $ 389,861,000 Properties transferred to/from held for sale (15,339,000 ) (78,207,000 ) (235,397,000 ) Outparcel dispositions — — (90,000 ) Depreciation expense (c) 17,557,000 36,338,000 42,745,000 Balance, end of the year $ 157,468,000 $ 155,250,000 $ 197,119,000 Net book value $ 206,642,000 $ 214,577,000 $ 407,146,000 disclosure. The Kerry G. Campbell Paula J. Poskon E.J. Borrack M. Andrew Franklin Crystal Plum 58 59 Prior to that, Ms. Borrack worked on complex commercial litigation matters as an associate at law firms in New York City and Philadelphia. Mr. Franklin has been chosen as a director based on his extensive experience in the real estate industry and knowledge of WHLR, the Company’s parent. Ms. Plum has been chosen as a director based on her experience with corporate accounting and financial matters and her knowledge of WHLR. 43 42 Fees Earned or Paid Stock Awards (1) (2) All Other Name in Cash ($) ($) Compensation ($) Total ($) Kerry G. Campbell 32,000 — — 32,000 Paula J. Poskon 18,000 — — 18,000 E.J. Borrack 18,000 — — 18,000 M. Andrew Franklin — — — — Crystal Plum — — — — Abraham Eisenstat 37,500 27,500 — 65,000 Gregg A. Gonsalves 70,400 27,500 100,000 (3) 197,900 Sabrina L. Kanner 37,500 27,500 — 65,000 Darcy D. Morris 29,800 27,500 — 57,300 Steven G. Rogers 37,500 27,500 — 65,000 Richard H. Ross 29,800 27,500 — 57,300 Bruce J. Schanzer — — — — Sharon Stern 29,800 27,500 — 57,300 Section 16(a) of the Exchange Act requires the Compensation Tables Stock All Other Fiscal Salary (1) Bonus (2) Awards (3) Compensation Total Name Year ($) ($) ($) ($) ($) M. Andrew Franklin (4) 2022 — — — — — Chief Executive Officer and President Crystal Plum (4) 2022 — — — — — Chief Financial Officer Bruce J. Schanzer (5) 2022 461,500 10,000,000 — 12,405,200 22,866,700 Former Chief Executive 2021 750,000 750,000 — 34,000 1,534,000 Officer 2020 750,000 403,800 — 33,800 1,187,600 Jennifer Bitterman (6) 2022 244,400 1,252,000 — 839,000 2,335,400 Former Chief Financial 2021 246,900 308,800 325,000 11,600 892,300 Officer 2020 220,400 37,100 — 9,900 267,400 Robin M. Zeigler (7) 2022 150,900 — — 3,810,300 3,961,200 Former Chief Operating 2021 436,000 414,200 262,500 17,600 1,130,300 Officer 2020 436,000 223,900 — 17,400 677,300 Grants of Plan-Based Awards for Year Ended December 31, 2023 2023. 2023 Stock Awards Name Number of Shares Acquired on Vesting (1) Value Realized on Vesting ($) (1) M. Andrew Franklin — — Crystal Plum — — Bruce J. Schanzer 265,150 2,513,622 Jennifer Bitterman 19,117 181,229 Robin M. Zeigler — — Number of Shares Percentage of Class Name and Address of Beneficial Owner Beneficially Owned Beneficially Owned (1) Wheeler Real Estate Investment Trust, Inc. 13,718,169 100.0 % 2529 Virginia Beach Boulevard Virginia Beach, VA 23452 Name of Number of Percentage of Number of Percentage of NEO or Series B Shares Series B Shares Series C Shares Series C Shares Director Beneficially Owned Beneficially Owned Beneficially Owned Beneficially Owned Kerry G. Campbell — * — * Paula J. Poskon — * — * E.J. Borrack — * — * M. Andrew Franklin 2,890 * 1,900 * Crystal Plum — * — * Directors and Executive Officers as a Group 2,890 * 1,900 * Item Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, 3.1.e Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, 3.1.f Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Item Form 97.1† Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRLtags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) The response to this portion of Item 15 is included in Item 15(a)(3) above. /s/ M. ANDREW FRANKLIN /s/ CRYSTAL PLUM M. Andrew Franklin Crystal Plum 5, 2024 /s/ M. ANDREW FRANKLIN /s/ CRYSTAL PLUM M. Andrew Franklin Crystal Plum Chief Executive Officer, President and Director /s/ KERRY G. CAMPBELL /s/ E.J. BORRACK Kerry G. Campbell E.J. Borrack Chair of Board Director /s/ PAULA J. POSKON Paula J. Poskon DirectorMaryland 42-1241468 Maryland42-1241468
incorporation or organization)
Identification Number), VirginiaRegistrant’s(757) (757) 627-9088Trading Symbol(s) Name of each exchange on which registered CDRpB New York Stock Exchange CDRpC New York Stock Exchange None☐o No Nox☒☐o No Nox☒Yes☒x No ☐oYes☒x No ☐o“large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company,”" and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act.:☐☒☐☐☐☐managementmanagement's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒oregistrant’sregistrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐. Yes ☐.Yes o No ☒xBased on the closing sales price on June 30, 2022 of $28.79 per share, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $371,337,000.registrant’sregistrant's Common Stock $.06 par value was 13,718,169 on February 28, 2023.2Forward-Looking StatementsCertain statements made in thisor incorporated by reference herein are “forward-looking statements”(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 and, as such, may involve known and unknown(the "Exchange Act") that are subject to risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cedar Realty Trust, Inc. (the “Company”) 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’sCompany's future plans, strategies and expectations, are generally identifiable by use of the words “may”"may", “will”"will", “should”"should", “estimates”"estimates", “projects”"projects", “anticipates”"anticipates", “believes”"believes", “expects”"expects", “intends”"intends", “future”"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.current expectationsany forward-looking statements made in this Form 10-K include, but are not limited to: (i) the ability of the Company to successfully integrate its business with Wheeler Real Estate Investment Trust, Inc. following the completion of the Transactions (as defined herein); (ii) (iii) Company’sCompany's tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (iv) the loss or bankruptcy of the Company’s tenants; (v) Company’sCompany's tenants to renew their leases with the Company upon expiration, expiration;Company’sCompany's ability to re-lease its properties on the same or better terms in the event of nonrenewalnon-renewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; (vi) Company’sCompany's inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability and increases in the Company’sCompany's borrowing costs as a result of changes in interest rates and other factors, including the phasing out of LIBOR; (vii) factors;Company’sCompany's leverage on operating performance; (viii) (ix) (x) (xi) Company’sCompany's properties in the Northeast; (xii) Company’sCompany's properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii)losses; (xiv)loss on the Company’sCompany's properties or a loss that exceeds the limits of the Company's insurance policies could subject the Company to lost capital or revenue on those properties;(xv) information technology security breaches. For further discussioneach of factors that could materially affect our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes;outcomeimpact of forward-lookinge-commerce on our tenants' business; and see “Risk Factors” in this report and other documents that the Company files with the Securities and Exchange Commission from time to time.Company’sCompany's actual results and may be beyond the Company’sCompany's control. New factors emerge from time to time, and it is not possible for the Company’sCompany's management to predict all such factors or to assess the effects of each factor on the Company’sCompany's business. Accordingly, there can be no assurance that the Company’sCompany's current expectations will be realized.Items 1 and 2. and PropertiesCedar Realty Trust, Inc. (the “Company”)(“REIT”("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, 2022,2023, the Company owned a portfolio of 19 operating properties totaling 2.92.8 million square feet of gross leasable area (“GLA”("GLA"). The portfolio was 86.2%89.6% leased and 82.3%86.4% occupied at December 31, 2022.“Code”"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’s objectives are to provide to its stockholdersCompany is a professionally-managedcommercial real estate portfolio consisting primarily ofinvestment company that owns income-producing retail properties with a primary focus on grocery-anchored shopping centers in the Northeast, which will provide substantial cash flow, currently and in the future, taking into account an acceptable modest risk profile, and which will present opportunities for additional growth in income and capital appreciation. organized as a Maryland corporation, 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”"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 the Operating Partnership.subsidiaries) substantially all of its assets. Prior to consummation of the Transactions, described below, the Operating Partnership had limited partners other than the Company, but their limited partnership interests in the Operating Partnership were canceledsettled pursuant to the Merger Agreement, as described below. At December 31, 2022,2023, the Company, which is a subsidiary of WHLR (as defined herein), owned a 100.0% general and limited partnership interest in, and was the sole general partner of, the Operating Partnership.is a wholly-owned subsidiaryaffiliated partnerships are separate legal entities. For ease of WHLR (as defined herein). announced that following its previously announced review of strategic alternatives, it had entered into definitive agreements for the sale of the Company and its assets in a series of related all-cash transactions. Specifically, on March 2, 2022, the Company and certain of its subsidiaries entered into an asset purchase and sale agreement (the “Asset"Asset Purchase Agreement”Agreement") with DRA Fund X-B LLC and KPR Centers LLC (together with their respective designees, the “Grocery-Anchored Purchasers”"Grocery-Anchored Purchasers") for the sale of a portfolio of 33 grocery-anchored shopping centers for cash (the “Grocery-Anchored"Grocery-Anchored Portfolio Sale”Sale"). In addition, on March 2, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”"Merger Agreement") with Wheeler Real Estate Investment Trust, Inc. (“WHLR”("WHLR") and certain of its affiliates pursuant to which, following closing of the Grocery-Anchored Portfolio Sale, WHLR would acquireacquired the balance of the Company’sCompany's shopping center assets by way of an all-cash merger transaction (the “Merger”"Merger").“Transactions”"Transactions". The Transactions were unanimously approved by the Company’sCompany's former Board of Directors and were approved by the Company’sCompany's common stockholders at a special meeting of stockholders held on May 27, 2022.Company’sCompany'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”"necessities-based" properties should provide relatively stable revenue flows even during difficult economic times.4The Company, the Operating Partnership, their subsidiaries and affiliated partnerships are separate legal entities. For easeTable of reference, the terms “we”, “our”, “us”, “Company” and “Operating Partnership” (including their respective subsidiaries and affiliates) refer to the business and properties of all these entities, unless the context otherwise requires. The Company’s investor relations website can be accessed under the "INVESTORS" tab at www.whlr.us, where a copy of the Company’s Forms 10-K, 10-Q, 8-K and other filings with the Securities and Exchange Commission (“SEC”) can be obtained free of charge. These SEC filings are added to the website as soon as reasonably practicable. Information on the website is not part of this Form 10-K.Contents5Real Estate Summary(1)Reflects leases executed through December 31, 2022 that commence subsequent to the end of the current reporting period.(2)Annualized base rent per occupied per square foot assumes base rent as of the end of the current reporting period and excludes the impact of tenant concessions and rent abatements.6Major TenantsThe following table sets forth information regarding the ten largest tenants in our operating portfolio based on annualized base rent as of December 31, 2022:(1)Marshalls 3 / HomeGoods 2(2)Dollar Tree 8 / Family Dollar 1Lease ExpirationsThe following table sets forth information with respect to the lease expirations of our properties as of December 31, 2022:The Company’s PropertiesThe terms of the Company’s retail leases generally vary from tenancies at will to 25 years, excluding renewal options. Anchor tenant leases are typically for 10 to 25 years, with one or more renewal options available to the lessee upon expiration of the initial lease term. By contrast, smaller store leases are typically negotiated for five-year terms. The longer terms of major tenant leases serve to protect the Company against significant vacancies and to assure the presence of strong tenants which draw consumers to its centers. The shorter terms of smaller store leases allow the Company under appropriate circumstances to adjust rental rates periodically and, where possible, to upgrade or adjust the overall tenant mix.Most leases contain provisions requiring tenants to pay their pro rata share of real estate taxes, insurance and certain operating costs. Some leases also provide that tenants pay percentage rent based upon sales volume generally in excess of certain negotiated minimums.7Excluding properties held for sale and properties included in discontinued operations, there were no tenants that leased an aggregate of more than 10% of GLA at December 31, 2022, or accounted for an aggregate of more than 10% of the Company’s total revenues during 2022.Executive OfficesThe Company’s executive offices are located at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia.Governmental RegulationsCompliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, and the Americans with Disabilities Act of 1990. See “Item 1A – Risk Factors” for For a discussion of material risksWHLR's human capital management, please see WHLR's 2023 Annual Report on Form 10-K.including,for a substantial portion of the expenses incurred in operating, maintaining, repairing, and managing the shopping center and the common areas, along with the associated insurance costs and real estate taxes. In many cases, the tenant is either fully or partially responsible for all maintenance of the property, thereby limiting our financial exposure towards maintaining the center and increasing our net income. We refer to this arrangement as a "triple net lease."extent material,risk adjusted returns on such capital is accretive to our competitivestockholders. We allocate capital to value-added improvements of retail properties to increase rents, extend long-term leases with anchor tenants and increase occupancy. We selectively allocate capital to revenue enhancing projects that we believe will improve the market position relating to governmental regulations,of a given property.see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with our consolidated financial statements, including the related notes included therein, for a discussion of material information relevant to an assessmentsensible management of our financial conditionproperty portfolio. We intend to sell non-income producing land parcels or non-core assets utilizing sales proceeds to deleverage the balance sheet and resultsinvest in higher yielding opportunities. Properties may be slated for disposition based upon management's periodic review of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our portfolio, and approval by our Board of Directors.expenditures and earnings.structure.Competitionbelieves that competition for the acquisitionseeks to mitigate risk and operation of grocery-anchored shopping centers is highly fragmented. It faces competition from institutional investors, publicoptimize its capital structure through continuous focus on maintaining prudent leverage and private REITs, owner‑operators engaged in the acquisition, ownership, redevelopment and leasing of shopping centers,lengthy average debt maturities, as well as from numerous local, regionalaccess to a diverse selection of capital sources, including the secured and national real estate developersunsecured debt markets, unsecured lines of credit, and owners in each of its markets. It also faces competition in leasing available space at its properties to prospective tenants. Competitionother sources.tenants varies depending upon the characteristics of each local market in whichintegrating acquisitions. As the Company ownsundertakes acquisitions, we seek to thoughtfully integrate the acquired properties and manages properties. The Company believes thatany software and personnel to maximize efficiencies both at the principal competitive factors in attracting tenants in its marketproperty and corporate level.location, price and other lease terms, the presencesubject to a variety of anchor tenants, the mix, quality and sales results of other tenants, and maintenance, appearance, access and traffic patterns of its properties.Environmental MattersUnder various federal, state and local laws, ordinancesenvironmental, health, safety, tax and regulations, an owner or operatorsimilar laws. The application of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liablethese laws to a governmental entity or to third parties forspecific property damage,that we own depends on a variety of property-specific circumstances, including the current and for investigation and cleanup costs in connection with such contamination. The costformer uses of investigation, remediation or removal of such substances may be substantial,the property, the building materials used at the property and the presencephysical layout of such substances, or the failure to properly remediate such conditions, may adversely affectproperty. Neither existing environmental, health, safety and similar laws nor the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. In connectioncosts of our compliance with the ownership, operation, redevelopment and management of real estate, the Company may potentially become liable for removal or remediation costs, as well as certain other related costs and liabilities, including governmental fines and injuries to persons and/or property. Generally, the Company’s tenants must comply with environmentalthese laws and meet any remediation requirements. In addition, leases typically impose obligations on tenants to indemnify the Company from any compliance costs the Company may incur as a result of environmental conditions on the property caused by the tenant. However, if a lease does not require compliance and/or indemnification, or if a tenant fails to or cannot comply, the Company could be forced to pay these costs.The Company believes that environmental studies conducted at the time of acquisition with respect to its properties did not reveal any material environmental liabilities for which the Company is responsible and that would havehas had a material adverse effect on its business, results of operations or liquidity. However, no assurances can be given that existing environmental studies with respect to any of the properties reveal all environmental liabilities, that any prior owner of or tenant at a property did not create a material environmental condition not known to the Company, or that a material environmental condition does not otherwise exist at any one or more of its8properties. If a material environmental condition does in fact exist, it could have an adverse impact upon the Company’sour financial condition or results of operations, and liquidity.management does not believe they will for the fiscal year ending December 31, 2024. In addition, we have not incurred, and do not expect to incur, any material costs or liabilities due to environmental contamination at properties we currently own or have owned in the past. However, we cannot predict the impact of new potential natural or other disasters. In addition, we may acquire properties that are located in areas that are subject to natural disasters, such as earthquakes and droughts. Properties could also be affected by increases in the frequency or severity of tornadoes, hurricanes or other storms,severe weather, whether such increases are caused by global climate changes or other factors. The occurrence of natural disasters or severe weather conditions can increase investment costs to repair or replace damaged properties, increase operating costs, increase future property insurance costs, and/or negatively impact the tenant demand for lease space. If insurance is unavailable to us, or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from such events, our earnings, liquidity and/or capital resources could be adversely affected. While several of our properties are located in areas that have experienced hurricanes, tornadoes,tornados, severe rain storms, or snow during the past threetwo years, there has been no substantial damage or change in operations related to the weather events.Information Technology and Cyber SecurityThe 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. Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches. Such cyber 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 cyber attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and otherwise adversely affect our business operations.The Company has incorporated cybersecurity coverage in its insurance policies; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses. The Company is not aware of any material information security breaches over the last three years.directors’directors', officers’officers', entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers. The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry practice; however, its insurance coverage may not be sufficient to fully cover its losses.Increases in the occurrence of natural disasters and severe weather patterns have led to a consistent increase in overall rates, deductibles and valuations from insurance carriers, which have resulted in increased costs of necessary insurance required to protect our assets.following section sets forth materialCompany 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 that may adverselyfrom cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us, our business andstrategy, results of operations or financial performance. The following risks, as well as thecondition, like other informationcompanies in this Annual Report on Form 10-K, including the accompanying consolidated financial statements and related notes, should be considered in evaluating us and our business. These risk factors are not exhaustive, and new risks may emergeindustry, we could, from time to time. Investors should also refer to our Quarterly Reports on Form 10-Qtime, experience threats and Current Reports on Form 8-K for future periods for material updates to the risks below.Risks Related to Our Business and PropertiesOur properties consist primarily of grocery-anchored shopping centers. Our performance therefore is linked to economic conditions in the market for retail space generally.Our properties consist primarily of grocery-anchored shopping centers, and our performance therefore is linked to economic conditions in the market for retail space generally. This means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, the impact of e-commerce on the demand for retail space, ongoing consolidation in the retail sector, and changes in economic conditions and consumer confidence. A downturn in the U.S. economy and reduced consumer spending due to sustained levels of high inflation,9unemployment or other factors could (i) negatively impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity or other reasons, and therefore decrease the revenue generated by our properties and/or the value of our properties, (ii) affect our ability to lease space and negotiate and maintain favorable rents, and (iii) reduce the demand for leasing space in our shopping centers, which could result in a decline in our occupancy percentage and reduction in rental revenues.Actual or perceived threats associated with epidemics, pandemics or other public health crises, such as the COVID-19 pandemic, have had and could have in the future, a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity and ability to satisfy debt service obligations.Epidemics, pandemics or other public health crises, such as the COVID-19 pandemic, that impact economic and market conditions, and result in government measures taken to alleviate their impact, including mandatory business shutdowns and stay-at-home orders, have had and could have in the future a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.Our retail tenants depend on in-person interactions with their customers to generate unit-level profitability, and the COVID-19 pandemic andsecurity incidents related governmental imposed restrictions decreased customer willingness to frequent our tenants’ businesses, which adversely affected their ability to maintain profitability and make timely rental payments to us under their leases or to otherwise seek lease modifications or to declare bankruptcy.The conditions caused by the pandemic continue to be unpredictable, including as a result of new variants and governmental responses or restrictions and changes in behavior as a result, which continue to present risks and uncertainties with respect to our and our tenants’ business, financial condition, results of operations, cash flows, liquidity and ability to satisfy debt service obligations.The geographic concentration of our properties in the Northeast exposes us to greater economic risks than if the distribution of our properties encompassed a broader region.Our performance depends on the economic conditions in markets where our properties are geographically concentrated. Our properties are located largely in the Northeast, which exposes us to greater economic risks than if our properties were more diversely located (in particular, 7 of our properties are located in Pennsylvania). Any adverse economic or real estate developments resulting from the regulatory environment, business climate, weather or other conditions in such regions could have an adverse impact on our business.Anchor tenants are crucial to the success of our retail properties and vacated anchor space directly and indirectly affects our rental revenues.Our properties consist primarily of grocery-anchored shopping centers. Anchor tenants pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing large numbers of customers to a property. Vacated anchor space not only directly reduces rental revenues, but, if not re-tenanted with a tenant with comparable consumer attraction, could adversely affect the rest of the property primarily through the loss of customer drawing power. In addition, in the event that certain anchor tenants cease to occupy a property, such an action results in a significant number of other tenants having the contractual right to terminate their leases, or pay a reduced rent based on a percentage of the tenant's sales, at the affected property, which could adversely affect the future income from such property, also known as “co-tenancy.”Our performance and value are subject to risks associated with real estate assets and with the real estate industry.Our performance and value are subject to risks associated with real estate assets and with the real estate industry, including, among other things, risks related to adverse changes in national, regional and local economic and market conditions. Our continued ability to make expected distributions to our stockholders depends on our ability to generate sufficient revenues to meet operating expenses, future debt service and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties.These events and conditions include, but may not be limited to, the following:•local oversupply, increased competition or declining demand for real estate;•local economic conditions, which may be adversely impacted by business layoffs, industry slow‑downs, natural disasters and other factors;•weather conditions that may increase or decrease energy costs and other weather-related expenses;•non-payment or deferred payment of rent or other charges by tenants, either as a result of tenant-specific financial conditions, or general economic events or circumstances adversely affecting consumer disposable income or credit;10•vacancies or an inability to rent space on acceptable terms;•increased operating costs, including real estate taxes, insurance premiums, utilities, costs associated with the need to periodically renovate and re-lease space, and repairs and maintenance;•volatility and/or increases in interest rates, or the non-availability of funds in the credit markets in general;•increased costs of complying with current, new or expanded governmental regulations;•the relative illiquidity of real estate investments;•changing market demographics;•changing traffic patterns; and•an inability to refinance maturing debt in acceptable amounts and/or on acceptable terms.In the event of default by a tenant, we may experience delays in enforcing, as well as incur substantial costs to enforce, our rights as a landlord. In addition, costs associated with our operations, such as real estate and personal property taxes, insurance, and mortgage payments, generally are not reduced even as occupancy or rental rates decrease, tenants fail to pay base and additional rent or other circumstances cause a reduction in income. As a result, our financial performance, cash flow from operations and our ability to make distributions to our stockholders may be adversely affected.As substantially all of our revenue is derived from rental income, failure of tenants to pay rent or delays in arranging leases and occupancy at our properties could seriously harm our operating results and financial condition.Substantially all of our revenue is derived from rental income from our properties. Downturns in the economy generally or in our tenants’ business may weaken our tenants’ financial condition and result in, among other things, delayed lease commencement, failure to make rental payments when due, non-extension of leases upon expiration, insolvency or bankruptcy. Any leasing delays, failure to make rental or other payments when due, or tenant bankruptcies, could result in the termination of tenants’ leases, which would have a negative impact on our operating results. In addition, adverse market and economic conditions and competition may impede our ability to renew leases or re-let space as leases expire, which could harm our business and operating results.Our business may be seriously harmed if a major tenant fails to renew its lease(s) or vacates one or more properties and prevents us from re-leasing such premises by continuing to pay base rent for the balance of the lease terms. In addition, the loss of such a major tenant could result in lease terminations or reductions in rent by other tenants at the affected properties, as provided in their respective leases. Excluding properties held for sale and properties included in discontinued operations, no tenant leased more than 10% of GLA at December 31, 2022 or contributed more than 10% of total revenues during 2022.We may be restricted from re-leasing space based on existing exclusivity lease provisions with some of our tenants. In these cases, the leases contain provisions giving the tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center, which limits the ability of other tenants within that center to sell such merchandise or provide such services. When re-leasing space after a vacancy by one of such other tenants, such lease provisions may limit the number and types of prospective tenants for the vacant space. The failure to re-lease space or to re-lease space on satisfactory terms could harm operating results.We face potential material adverse effects from tenant bankruptcies.Any bankruptcy filings by, or relating to, one of our tenants or a lease guarantor would generally bar efforts by us to collect pre-bankruptcy debts from that tenant, or lease guarantor, unless we receive an order permitting us to do so from the bankruptcy court. A bankruptcy by a tenant or lease guarantor could delay efforts to collect past due balances, and could ultimately preclude full or, in fact, any collection of such sums. If a lease is affirmed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must generally be paid in full. However, if a lease is disaffirmed by a tenant in bankruptcy, we would have only an unsecured claim for damages, which would be paid normally only to the extent that funds are available, and only in the same percentage as is paid to all other members of the same class of unsecured creditors. In addition, we may be unable to replace the tenant at current rental rates. It is possible, and indeed likely, that we would recover substantially less than, or in fact no portion of, the full value of any unsecured claims we hold, and would be required to write off any straight-line rent receivable recorded for such tenant, which may in turn harm our financial condition.Technological developments may negatively impact our tenants and our business.We may be adversely affected by developments in new technology, such as e-commerce, which may cause the business of certain of our tenants to become substantially diminished or functionally obsolete. As a result of such developments, our tenants may be unable to pay rent, become insolvent, file for bankruptcy protection, close their stores, or terminate their leases. The use of online shopping and11services platforms by consumers continues to gain in popularity and the migration toward new technology commerce is expected to continue.Increases in online sales resulting from the COVID-19 pandemic have also caused many retailers to sell products online on their websites with pick-ups at a store or warehouse or through deliveries, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them. With respect to grocer tenants, on-line grocery orders have become increasingly available, particularly in urban areas, but have not yet become a major factor affecting grocers in our portfolio. We cannot predict with certainty how growth in e-commerce, including same-day grocery delivery services, will impact the demand for space at our properties or how much revenue will be generated at “bricks and mortar” store locations in the future. If we are unable to anticipate and respond promptly to trends in retailer and consumer behavior, our occupancy levels and financial results could suffer.Competition may impede our ability to renew leases or re‑let spaces as leases expire, as well as impede our further growth, which could harm our business and operating results.We face competition from similarly positioned retail centers that may affect our ability to renew leases or re-let space as leases expire, as well as impede our further growth. Certain national retail chain bankruptcies and resulting store closings/lease disaffirmations have generally resulted in increased available retail space which, in turn, has resulted in increased competitive pressure to renew tenant leases upon expiration and to find new tenants for vacant space at such properties. In addition, any new competitive properties that are developed within the trade areas of our existing properties may result in increased competition for customer traffic and creditworthy tenants. Increased competition for tenants may require us to make tenant and/or capital improvements to properties beyond those that we would otherwise have planned to make. Any unbudgeted tenant and/or capital improvements we undertake may reduce cash that would otherwise be available for distributions to stockholders.Additionally, competition from other well-capitalized real estate investors, including other REITs and institutional investment funds may operate to reduce the properties available for acquisition in our markets, reduce the rate of return on our properties, and interfere with our ability to attract and retain tenants. High barriers to entry in the Northeast due to mature economies, road patterns, density of population, restrictions on development, and high land costs, coupled with large numbers of often overlapping government jurisdictions, may make it difficult for us to continue to grow in these areas.Mortgage debt obligations could expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss.Our properties may be subject to impairment charges.On a periodic basis, we assess whether there are any indicators that the value of our held-for-use real estate assets and other investments may be impaired. Held-for-use real estate assets are impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. The estimate of cash flows considers factors such as expected future operating income, capital expenditures, trends and prospects, the effects of demand, tenant-operator performance, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the future cash flow considerations include the most likely course of action at the balance sheet date based on current plans, intended holding periods and available marketthird-party vendors' information including a market discount rate applied to the estimated future proceeds. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. These assessments have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.12Our capital migration strategy entails various risks.We may sell properties and reinvest those proceeds in the acquisition of higher quality properties in our target markets, the development and redevelopment of our properties, or use the proceeds to pay down debt. While we hope to minimize the dilutive effect of these sales on our earnings, in the near term the returns on the disposed assets are likely to exceed the returns we are able to achieve through the reinvestment of those proceeds. Also, in the event we are unable to sell these assets for amounts equal to or in excess of their current carrying values, we would be required to recognize an impairment charge or loss. Any such impairment charges or earnings dilution could materially and adversely affect our business, financial condition, operating results and cash flows and the market price of our publicly traded securities.Commercial real estate investments are relatively illiquid.Real estate investments are relatively illiquid. Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond our control. We cannot be certain that we will be able to sell any property for the price and other terms we seek, or that any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot estimate with certainty the length of time needed to find a willing purchaser and to complete the sale of a property. We may be required to expend funds to correct defects or to make improvements before a property can be sold. Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.We may be unable to integrate successfully with WHLR or realize expected synergies or other benefits of the Merger.The successful integration of our business with WHLR has and will continue to require significant amounts of effort and resources. Despite our efforts, it is possible that the integration process could take longer than anticipated and/or could be more difficult than anticipated due to a number reason, including:•difficulties in assimilating and integrating the operations, technologies and properties of the combined company;•current operating and financial systems, and controls may be inadequate to support the combined company;•the inability to realize all of the anticipated operational efficiencies or other anticipated strategic and financial benefits of the Merger within the expected timeframe or at all;•potential unknown liabilities and unforeseen increased expenses associated with the Merger, and•performance shortfalls as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations.For these reasons, it is possible that the integration process could result in the distraction of management, the disruption of the ongoing business, or inconsistencies in the combined operations, any of which could adversely affect the ability of the Company and/or WHLR to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the Company and/or WHLR.Risks Related to Our Liquidity and Financial ConditionThe level of our indebtedness and any constraints on credit may impede our operating performance, and put us at a competitive disadvantage.The level of our indebtedness may harm our business and operating results by (1) requiring us to use a substantial portion of our available liquidity to pay required debt service and/or repayments or establish additional reserves, which would reduce amounts available for distributions, (2) placing us at a competitive disadvantage compared to competitors that have less debt or debt at more favorable terms, (3) making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions, and (4) limiting our ability to borrow more money for operations or capital expenditures. In addition, increases in interest rates may impede our operating performance and put us at a competitive disadvantage. Further, payments of required debt service or amounts due at maturity, or creation of additional reserves under loan agreements, could adversely affect our liquidity. Our organizational documents do not limit the level or amount of debt that we may incur, nor do we have a policy limiting our debt to any particular level.13Any volatility or instability in the credit markets could adversely affect our ability to obtain new financing or to refinance existing indebtedness.Any instability in the credit markets may negatively impact our ability to access debt financing, to arrange property‑specific financing or to refinance our existing debt as it matures on favorable terms or at all. As a result, we may be forced to seek potentially less attractive financings, including equity investments, on terms that may not be favorable to us. In doing so, we may be compelled to dilute the interests of existing stockholders.We may be exposed to additional risks through potential hedging activities, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate.To manage our exposure to variable interest rate risk, we may use derivative instruments that involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, or that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that hedging arrangements will qualify for hedge accounting or that hedging activities will have the desired beneficial impact on our results of operations. If we decide to terminate a hedging agreement, there could be significant costs and cash requirements involved to fulfill our obligations under the hedging agreement. Failure to effectively hedge against interest rate changes may adversely affect our results of operations.In addition, under the REIT qualification provisions of the Code, income we could receive from certain hedging transactions may be treated as non-qualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit or entirely avoid otherwise advantageous hedging techniques.The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results.The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results. Our unsecured credit facilities and the mortgages on our properties contain customary negative covenants, such as those that limit our ability, without the prior consent of the lender, to sell or otherwise transfer any ownership interest, to further mortgage the applicable property, to enter into leases, or to discontinue insurance coverage. Our ability to borrow under our unsecured revolving credit facility is subject to compliance with these financial and other covenants, including restrictions on the maximum availability, which is based on the adjusted net operating income of designated unencumbered properties, the payment of dividends, and overall restrictions on the amount of indebtedness we can incur. If we breach covenants in our debt agreements, the lenders could declare a default and require us to repay the debt immediately and, if the debt is secured, take possession of the property or properties securing the loan.BUSINESS CONTINUITY RISKSNatural disasters and severe weather conditions could have an adverse impact on our cash flow and operating results.Some of our properties could be subject to potential natural or other disasters. In addition, we may acquire properties that are located in areas which are subject to natural disasters. Properties could also be affected by increases in the frequency or severity of hurricanes or other storms, including any such increases caused by global climate change. The occurrence of natural disasters or severe weather conditions can increase investment costs to repair or replace damaged properties, increase operating costs, increase future property insurance costs, and/or negatively impact the tenant demand for lease space. If insurance is unavailable to us, or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from such events, our earnings, liquidity and/or capital resources could be adversely affected.Potential losses may not be covered by insurance.Potential losses may not be covered by insurance. We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance under a blanket policy covering all of our properties. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses related to war, nuclear accidents, and nuclear, biological and chemical occurrences from terrorist’s acts. Some of the insurance, such as those covering losses due to wind, floods and earthquakes, is subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry and other factors outside our control. As a result, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and toxic mold, or, if offered,14the expense of obtaining these types of insurance may not be justified. Additionally, certain tenants have termination rights in respect of certain casualties. If we receive casualty proceeds, we may not be able to reinvest such proceeds profitably or at all, and we may be forced to recognize taxable gain on the affected property. If we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.Future terrorist attacks and shooting incidents could harm the demand for, and the value of, our properties.Future terrorist attacks, such as the number of highly publicized terrorists acts and shootings that have occurred at domestic and international retail properties, could harm the demand for, and the value of, our properties. Terrorist attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. If such an incident were to occur at one of our properties, we may be subject to significant liability claims. While we attempt to mitigate this risk through insurance coverage and the employment of third party security services where we feel conditions warrant, we cannot guarantee that losses would not exceed applicable insurance coverages, thereby adversely affecting our results of operations and our ability to meet our obligations, including distributions to our stockholders. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected.We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.We rely extensively on computer systems to manage our business and process transactions. Our business is at risk from and may be impacted by, cybersecurity attacks, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches. Such cyberattackscybersecurity 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, including password protection, backup servers and annual penetration testing, there is no guarantee such efforts will be successful in preventing a cyberattack. Cybersecurity incidents, depending on their nature and scope,cybersecurity attack. A cybersecurity attack could potentially lead tocompromise the compromise of confidential information improper use of our systemsemployees, tenants and networks, manipulationvendors. A successful cybersecurity attack could disrupt and destruction of data, system downtimes and operational disruptions, which in turn couldotherwise adversely affect our reputation, competitivenessbusiness operations.resultsmanagement of operations. In the event a security breach or failure resultscybersecurity related risks are integrated into our overall risk management process. Cybersecurity related risks are included in the disclosurerisk universe we evaluate to assess top risks to the Company at least annually. To the extent our processes identify a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.sensitive tenant orDirectors considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity risk strategy and governance and of other third-party data, orinformation technology risks to the transmissionAudit Committee of harmful/malicious codethe Board of Directors (the "Audit Committee"). The Audit Committee reports to third parties, we could be subject to liability or claims.Furthermore, it is possible that our computer systems,the full Board of Directors regarding its activities, including our back-up systems, could be subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, catastrophic events such as fires, hurricanes, earthquakes and tornadoes, and intentional and inadvertent acts and errors by our employees. Any material interruption in our computer systems or issues with the ongoing implementation of newly adopted IT solutions may have a material adverse effect on our business or results of operations or on our ability to timely and accurately report the results of our operations.REGULATORY AND LITIGATION RISKSWe could incur significant coststhose related to government regulationcybersecurity. Senior management, including the Company's CEO, CFO, and litigation over environmental mattersGeneral Counsel, is responsible for assessing and various other federal, statemanaging cybersecurity risk, and local regulatory requirements.All real propertyprovides briefings regarding the assessment and the operations conducted on real property are subject to federal, state and local laws, ordinances and regulations relating to hazardous materials, environmental protection and human health and safety. Accordingly, we or our tenants may be required to investigate and clean up certain hazardous or toxic substances released on properties we own or operate, and also may be required to pay other related costs. Our leases typically impose obligations on our tenants to indemnify us for any compliance costs we may incur as a result of environmental conditions on the property caused by the tenant. If a tenant fails to or is unable to comply, we could be forced to pay these costs. If not addressed, environmental conditions could impair our ability to sell or re-lease the affected properties in the future, result in lower sales prices or rent payments, and restrict our ability to borrow funds using the affected properties as collateral.We could incur significant costs related to government regulations and litigation over environmental matters. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liable to a governmental entity or to third parties for property damage, and for investigation, remediation and cleanup costs in connection with such contamination. The cost of investigation, remediation or removalmanagement of such substances may be substantial, andrisk to the15presence Audit Committee, which then reports, as necessary, to the Board of such substances, or the failure to properly remediate such conditions, may adversely affect the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. We may be liable without regard to whether we knew of, or were responsible for, the environmental contamination and with respect to properties we have acquired, whether the contamination occurred before or after the acquisition.We believe environmental studies conducted at the time of acquisition with respect to all of our properties did not reveal any material environmental liabilities for which the Company is responsible, and we are unaware of any subsequent environmental matters that would have created a material liability. If one or more of our properties were not in compliance with federal, state and local laws, including environmental laws, we could be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with such requirements, our business and operations could be adversely affected. If we fail to comply with such requirements, we might additionally incur governmental fines or private damage awards. There can be no assurance that existing requirements will not change or that future requirements will not require us to make significant unanticipated expenditures that will adversely impact our business and operations.The Americans with Disabilities Act of 1990 (the “ADA”) could require us to take remedial steps with respect to our properties.Our existing properties, as well as properties we may acquire, may be required to comply with Title III of the ADA. We may incur significant costs to comply with the ADA, as amended, and similar laws, which require that all public accommodations meet federal requirements related to access and use by disabled persons, and with various other federal, state and local regulatory requirements, such as state and local fire and life safety requirements.We are subject to shareholder litigation arising out of the Merger with WHLR, which could result in significant costs of defense, indemnification and liability.We and theDirectors. Although members of our Board of Directors priorsenior management do not have direct cybersecurity expertise obtained through certifications, their experience managing the Company, which includes consulting and coordinating as necessary with a third party information technology expert referred to below, enables them to effectively assess and manage material risks from cybersecurity threats.Merger were named as defendants in lawsuits broughtCompany promptly by shareholders seeking remedies including compensatory damages, an injunction enjoiningour third party consultant and material and potentially material incidents would be assessed by management and the Merger, compensatory damagesAudit Committee for remediation and attorneys' fees. If a settlementfuture prevention and detection.other resolution is not reached inprocedures that could help mitigate cybersecurity risks. Notwithstanding the pending lawsuits in a reasonable amount of time,extensive approach we take to cybersecurity, we may be subject to significant costs related to defense, indemnification and liability.We could be subject to litigation that may negatively impact our cash flows, financial condition and results of operations.From time to time, we may be a defendant in lawsuits and regulatory proceedings relating to our business. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. We could experience a negative impact to our cash flows, financial condition and results of operations due to an unfavorable outcome.Risks Related to Our Qualification as a REIT and other Tax MattersIf we fail to continue to qualify as a REIT, our distributions will not be deductible, and our income will be subject to taxation, thereby reducing earnings available for distribution.We have elected to be taxed as a REIT under the Code. We believe that we are qualified to be taxed as a REIT for U.S. federal income tax purposes for our taxable year ended December 31, 2022, and we expect to continue to qualify as a REIT for future taxable years, but we cannot assure that we have qualified, or will remain qualified, as a REIT. The REIT qualification requirements are extremely complex and official interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Certain aspects of our REIT qualification are beyond our control. For example, decreased revenues attributable to the COVID-19 pandemic may make it more difficult for us to meet the gross income tests. Accordingly, we cannot be certain that we will be successful in operating sopreventing or mitigating a cybersecurity incident that we can remain qualified as a REIT. At any time, new laws, interpretations or court decisions may change the U.S. federal income tax laws or the U.S. federal income tax consequences of our qualification as a REIT.If we do not continue to qualify as a REIT and do not qualify for certain statutory relief provisions, our distributions will not be deductible, and our income will be subject to taxation, reducing earnings available for distribution. A REIT will generally not be subject to U.S federal and substantially all state and local income taxation to the extent that it distributes its REIT taxable income to its stockholders and complies with certain other requirements. In addition, we would be subject to a 4% excise tax if we fail to distribute sufficient income to meet a minimum distribution test that requires us to distribute in a calendar year at least the sum of 85% of our ordinary income, 95% of our capital gain and 100% of our aggregate undistributed income from prior years. If we cease to qualify as a REIT, we will also be subject to state and local income taxes in certain of the jurisdictions in which our properties are located. In addition, tax laws would no longer require us to pay any distributions to our stockholders. Unless we are entitled to relief under specific16statutory provisions, we could not elect to be taxed as a REIT again for the four taxable years following the year during which we were disqualified. Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to U.S. federal income and excise taxes on our undistributed taxable income.We intend to make distributions to stockholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets, borrow funds or pay a portion of the dividend in common stock to meet the 90% distribution requirement of the Code. Certain assets generate substantial differences between taxable income and income recognized in accordance with accounting principles generally accepted in the United States (“GAAP”). Such assets include, without limitation, operating real estate that was acquired through structures that may limit or completely eliminate the depreciation deduction that would otherwise be available for income tax purposes. As a result, the Code requirement to distribute a substantial portion of our otherwise net taxable income in order to maintain REIT status could cause us to (1) distribute amounts that could otherwise be used for future acquisitions, capital expenditures or repayment of debt, (2) borrow on unfavorable terms, (3) sell assets on unfavorable terms, or (4) if necessary, pay a portion of our common dividend in common stock. If we fail to obtain debt or equity capital in the future, it could limit our operations and our ability to grow, which could have a material adverse effect on the value of our common stock.Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our growth opportunities.In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature of our investmentsus. The Company has incorporated cybersecurity coverage in commercial real estate and related assets, the amounts we distribute to stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.If our Operating Partnership was treated as a corporation for U.S. federal income tax purposes prior to the Merger with WHLR, we would have ceased to qualify as a REIT.We believe our Operating Partnership qualified as a partnership for U.S. federal income tax purposes from the time it began serving Cedar's operating partnership through the completion of the Merger with WHLR (The “Pre-Merger Partnership Period”), after which it became a disregarded entity for U.S federal income tax purposes. Assuming that it qualified as a partnership for U.S. federal income tax purposes during the Pre-Merger Partnership Period, our Operating Partnership generally would not have been subject to U.S. federal income tax on its income. Instead, its partners, including us, generally were required to pay tax on their respective allocable share of our operating partnership’s income. Noinsurance policies; however, there is no assurance can be provided, however, that the Internal Revenue Service (“IRS”)insurance the Company maintains will not challenge our Operating Partnership’s status as a partnership for U.S. federal income tax purposes during the Pre-Merger Partnership Period,cover all cybersecurity breaches or that a court would not sustain such a challenge. For example, our Operating Partnership would have been treated as a corporation for U.S. federal income tax purposes if it had been deemedpolicy limits will be sufficient to be a “publicly traded partnership” and less than 90%cover all related losses.its income consisted of “qualifying income” under the Code. If the IRS were successful in treating our Operating Partnership as a corporation for U.S. federal income tax purposes during the Pre-Merger Partnership Period, we would have failed to meet the gross income tests and certain of the asset tests applicable to REITs and, therefore, would have ceased to qualify as a REIT, and our Operating Partnership would become subject to U.S. federal, state and local income tax for the applicable portion of the Pre-Merger Partnership Period.ContentsOur property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow.Even if we qualify and maintain our status as a REIT, we are required to pay state and local property taxes on our properties. property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past and such increases may not be covered by tenants pursuant to our lease agreements. If the property taxes we pay increase, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our principal and interest obligations and to make distributions to our stockholders may be negatively impacted.Frequent asset sales could trigger adverse tax consequences.Tax laws applicable to REITs generally require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. Therefore, we may be unable to adjust our portfolio mix promptly in response to market conditions, which may adversely affect our financial position.17To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. We may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.In addition, the salefollowing table presents an overview of our properties, may generate gains for tax purposes which, if not adequately deferredbased on information as of December 31, 2023:Property Location Total
Leasable
Square
FeetPercentage
Leased (1)Percentage
OccupiedTotal
Occupied
Square
FeetAnnualized
Base
Rent (2)Annualized
Base Rent
per
Occupied
Square FootBrickyard Plaza Berlin, CT 10 227,598 97.8 % 97.8 % 222,598 $ 2,024,000 $ 9.09 Carll's Corner Bridgeton, NJ 5 116,532 19.4 % 19.4 % 22,554 267,000 11.84 Coliseum Marketplace Hampton, VA 9 106,648 94.9 % 94.9 % 101,198 1,217,000 12.03 Fairview Commons New Cumberland, PA 11 50,119 87.7 % 87.7 % 43,969 512,000 11.63 Fieldstone Marketplace New Bedford, MA 10 193,970 75.5 % 71.7 % 139,139 1,655,000 11.90 Gold Star Plaza Shenandoah, PA 7 71,720 100.0 % 100.0 % 71,720 642,000 8.95 Golden Triangle Lancaster, PA 19 202,790 98.4 % 98.4 % 199,605 2,619,000 13.12 Hamburg Square Hamburg, PA 7 102,058 100.0 % 100.0 % 102,058 689,000 6.75 Kings Plaza New Bedford, MA 17 168,243 98.5 % 98.5 % 165,743 1,444,000 8.71 Oakland Commons Bristol, CT 2 90,100 100.0 % 100.0 % 90,100 574,000 6.37 Oregon Avenue (3) Philadelphia, PA — — — % — % — — — Patuxent Crossing California, MD 27 264,068 81.6 % 81.6 % 215,589 2,646,000 12.27 Pine Grove Plaza Brown Mills, NJ 13 79,306 77.6 % 77.6 % 61,526 742,000 12.05 South Philadelphia Philadelphia, PA 10 221,511 88.1 % 68.3 % 151,388 1,432,000 9.46 Southington Center Southington, CT 11 155,842 100.0 % 100.0 % 155,842 1,288,000 8.27 Timpany Plaza Gardner, MA 14 182,799 81.8 % 63.3 % 115,735 1,121,000 9.68 Trexler Mall Trexlertown, PA 22 342,541 99.7 % 98.9 % 338,788 3,710,000 10.95 Washington Center Shoppes Sewell, NJ 29 157,300 97.5 % 95.9 % 150,800 1,895,000 12.56 Webster Commons Webster, MA 9 98,984 100.0 % 100.0 % 98,984 1,278,000 12.91 Total 232 2,832,129 89.6 % 86.4 % 2,447,336 $ 25,755,000 $ 10.52 “like kind exchanges” under Section 1031December 31, 2023 that commence subsequent to the end of the Code or other tax deference strategies, could require us to pay income taxes or make additional distributions tocurrent reporting period.stockholders, thus reducing our capital available for investment in other properties, or if the proceedsoperating portfolio based on annualized base rent as of such sales are already invested in other properties, require us to obtain additional funds to pay such taxes or make such distributions, in either such case to permit us to maintain our status as a REIT.The partnership audit rules may alter who bears the liability in the event any subsidiary partnership (such as our Operating Partnership) is audited and an adjustment is assessed.In the case of an audit of a partnership for a taxable year beginning after December 31, 2017, the partnership itself may be liable for a hypothetical increase in partner-level taxes (including interest2023:Tenants Category Annualized
Base Rent% of
Total
Annualized
Base RentTotal
Occupied
Square FeetPercent
Total
Leasable
Square FeetAnnualized
Base Rent
per Occupied
Square FootTJX Companies (1) Discount Retailer $ 1,220,000 4.74 % 133,000 4.70 % $ 9.17 Kohl's Discount Retailer 1,031,000 4.00 % 147,000 5.19 % 7.01 Shaw's Grocery 925,000 3.59 % 68,000 2.40 % 13.60 Dollar Tree (2) Discount Retailer 865,000 3.36 % 96,000 3.39 % 9.01 Walmart Grocery 843,000 3.27 % 150,000 5.30 % 5.62 Shoprite Grocery 801,000 3.11 % 54,000 1.91 % 14.83 Redner's Grocery 747,000 2.90 % 106,000 3.74 % 7.05 Home Depot Home Improvement 742,000 2.88 % 103,000 3.64 % 7.20 Lehigh Valley Health Medical 723,000 2.81 % 43,000 1.52 % 16.81 Urban Air Entertainment 570,000 2.21 % 61,000 2.15 % 9.34 Total $ 8,467,000 32.88 % 961,000 33.93 % $ 8.81 penalties) resulting from an adjustment2 HomeGoods stores.partnership audit rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed from the affected partners (often referred to as a “push-out election”), subject to a higher rate of interest than otherwise would apply. The rules provide that when a push-out election causes a partner that is itself a partnership to be assessed with its share of such additional taxes from the adjustment, such partnership may cause such additional taxes to be pushed out to its own partners. In addition, applicable Treasury Regulations provide that a partnership may be able to request a modification of an adjustment that is based on deficiency dividends distributed by a partner that is a REIT. Many questions remain as to how the partnership audit rules will apply in practice, and it is not clear at this time what effect these rules will have on us. However, it is possible that a partnership in which we directly or indirectly invest may be subject to U.S. federal income tax, interest, and penalties in the event of a U.S. federal income tax audit as a result of these rules, and as a result could increase the U.S. federal income tax, interest, and/or penalties otherwise borne by us as a direct or indirect partner in any such partnership.Failure to qualify as a domestically-controlled REIT could subject our non-U.S. stockholders to adverse U.S. federal income tax consequences.We will be a domestically-controlled REIT if, at all times during a specified testing period, less than 50% in value of our shares are held directly or indirectly by non-U.S. stockholders. Because our shares are publicly traded, we cannot guarantee that we will, in fact, be a domestically-controlled REIT. If we fail to qualify as a domestically-controlled REIT, our non-U.S. stockholders (other than “qualified shareholders”, “qualified foreign pension funds” or “qualified controlled entities”) that otherwise would not be subject to U.S. federal income tax on the gain attributable to a sale of our shares would be subject to taxation upon such a sale if either (a) the shares were not considered to be “regularly traded” under applicable Treasury regulations on an established securities market, such as the NYSE, or (b) the shares were considered to be “regularly traded” on an established securities market and the selling non-U.S. stockholder owned, actually or constructively, more than 10% in value of the outstanding shares at any time during specified testing periods. If gain on the sale or exchange of our shares was subject to taxation for these reasons, the non-U.S. stockholder would be subject to U.S. federal income tax with respect to any gain on a net basis in a manner similar to the taxation of a taxable U.S. stockholder, subject to any applicable alternative minimum tax and special alternative minimum tax in the case of nonresident alien individuals, and corporate non-U.S. stockholders may be subject to an additional branch profits tax.We may choose to make distributions in our own stock, in which case you may be required to pay income taxes without receiving any cash dividends.In connection with our qualification as a REIT, we are required to annually distribute to our stockholders dividends equal to at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash and/or shares of our stock (which could account for up to 90% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. stockholders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the18distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our stock.Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the IRS. No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.Dividends paid by REITs generally do not qualify for reduced tax rates.Generally, dividends payable by REITs do not qualify for reduced tax rates under the Code. For the calendar year 2022, the maximum federal individual tax rate for nonqualified dividends payable is 37.0%; qualified dividends from most C corporations received by individuals are subject to a reduced maximum federal rate of 20%. In addition to these rates, certain high income individuals may be subject to an additional 3.8% tax on certain investment income, including dividends and capital gains. As a REIT, our distributions to individual stockholders generally are not eligible for the reduced rates and are, consequently, taxed at ordinary income rates. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, those U.S. stockholders that are individuals, trusts or estates may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For those U.S. stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% (exclusive of the net investment income tax) on REIT dividends. The more favorable federal tax rates applicable to regular corporate dividends may result in the stock of REITs being perceived to be less attractive than the stock of corporations that pay dividends qualifying for reduced rates of tax, which may adversely affect the value of the stock of REITs.Changes to the federal, state and municipality tax laws could have a significant negative impact on the overall economy, our tenants, and our business.At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. A shortfall in tax revenues for states and municipalities in which we operate may lead to changes in state and municipalities tax laws. We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation, or administrative interpretation.Stockholders are urged to consult with their own tax advisorsfollowing table sets forth information with respect to the statuslease expirations of legislative, regulatoryour properties as of December 31, 2023:Lease Expiration Period Number of
Expiring
LeasesTotal
Expiring
Square
Footage% of Total
Expiring
Square
Footage% of Total
Occupied
Square
Footage
ExpiringExpiring
Annualized
Base Rent% of Total
Annualized
Base RentExpiring
Base Rent
per Occupied
Square FootAvailable — 384,793 13.59 % — — — — Month-To-Month 6 28,914 1.02 % 1.18 % $ 268,000 1.04 % $ 9.27 2024 25 146,730 5.18 % 6.00 % 2,188,000 8.49 % 14.91 2025 31 287,770 10.16 % 11.76 % 2,586,000 10.04 % 8.99 2026 23 91,401 3.23 % 3.73 % 1,511,000 5.87 % 16.53 2027 30 247,677 8.75 % 10.12 % 3,211,000 12.47 % 12.96 2028 43 530,786 18.74 % 21.69 % 5,505,000 21.37 % 10.37 2029 21 242,397 8.56 % 9.90 % 2,357,000 9.15 % 9.72 2030 13 256,008 9.04 % 10.46 % 1,642,000 6.38 % 6.41 2031 7 86,835 3.07 % 3.55 % 1,014,000 3.94 % 11.68 2032 6 39,509 1.40 % 1.61 % 821,000 3.19 % 20.78 Thereafter 27 489,309 17.26 % 20.00 % 4,652,000 18.06 % 9.51 Total 232 2,832,129 100.00 % 100.00 % $ 25,755,000 100.00 % $ 10.52 administrative developmentsmore renewal options available to the lessee upon expiration of the initial lease term. By contrast, smaller store leases are typically negotiated for five-year terms. The longer terms of major tenant leases serve to protect the Company against significant vacancies and proposalsto assure the presence of strong tenants which draw consumers to its centers. The shorter terms of smaller store leases allow the Company under appropriate circumstances to adjust rental rates periodically and, their potential effect on their investment in our shares.RISKS RELATED TO OUR ORGANIZATION AND STRUCTUREWe may pay cash dividends on our common stock, subjectwhere possible, to Maryland law.If we are current onupgrade or adjust the payment of dividends to our holders of preferred stock, we may pay cash dividends on our common stock, subject to compliance with Maryland law and any restrictions contained in our indebtedness. Payment of cash dividends on our common stock may divert cash from other uses, such as investing in additional properties or repaying outstanding debt.Our abilityoverall tenant mix.dividends on our common stock is limited bytheir pro rata share of real estate taxes, insurance and certain operating costs. Some leases also provide that tenants pay percentage rent based upon sales volume generally in excess of certain negotiated minimums.laws of the State of Maryland. Under applicable Maryland law, a Maryland corporation generally may not make a distribution if, after giving effectCompany pursuant to the distribution, the corporation would not be ableWheeler Real Estate Company Management Agreement. See Note 16 of "Notes to pay its debts as they become dueConsolidated Financial Statements" included in the usual course of business, or the value of the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter provides otherwise, the amount that would be needed, if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Accordingly, we generally may not make a distribution on our common stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our common stock.19Our Board of Directors may change our strategy without stockholder approval.Our Board of Directors may change our strategy with respect to capitalization, investment, distributions and/or operations. Our Board of Directors may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number or types of properties in which we may seek to invest or the concentration of investments in any one geographic region or the amount of development or redevelopment activity occurring across our portfolio. Although our Board of Directors has no present intention to revise or amend our strategies and policies, it may do so at any time without a vote by our stockholders. Accordingly, the results of decisions made by our Board of Directors and implemented by management could adversely affect our financial condition or results of operations, including our ability to distribute cash to stockholders or qualify as a REIT.The rights of stockholders to take action against our directors and officers are limited.Maryland law provides that a director or officer has no liability in that capacity if he or she satisfies his or her duties to the corporation. As permitted by the MGCL, our charter limits the liability of our directors and officers to us and our stockholdersItem 8 below for monetary damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or service, or a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.In addition, our charter and bylaws, as well as indemnification agreements that we have entered into with certain of our officers require us to indemnify our directors and officers, among others, for actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist for companies organized in other jurisdictions. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited. In addition, we will be obligated to advance the defense costs incurred by our directors and officers with indemnification agreements, and may, at the discretion of our Board of Directors, advance the defense costs incurred by our employees and other agents, in connection with legal proceedings.Risks Related to Ownership of Our equity securitiesThe market value of our equity securities is subject to various factors that may cause significant fluctuations or volatility, including future offerings of debt securities.As with other publicly traded securities, the market price of our publicly traded securities depends on various factors which may change from time-to time and are often out of our control, including market perception of our business and of retail REITs. In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including senior or subordinated notes and classes of preferred stock. Offerings of other equity securities may dilute the holdings of our existing stockholders. We are not required to offer any such equity securities to existing stockholders on a preemptive basis, and future offerings of debt or equity securities, or perceptions that such offerings may occur, may reduce the market prices of our preferred stock. Because we may generally issue any such debt or equity securities in the future without obtaining the consent of our stockholders, our stockholders bear the risk of our future offerings reducing the market prices of our preferred stock and diluting their proportionate ownership.Item 1B. Unresolved Staff Comments: None“Notes"Notes to Consolidated Financial Statements”Statements" included in Item 8 below for information relating to legal proceedings.Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities:Years ended December 31, 2023 2022 Common Stock Dividend paid per share $ — $ 19.586 Ordinary income 0 % 0 % Capital gains 0 % 0 % Return of capital 0 % 100 % Series B Preferred Stock Dividend paid per share $ 1.813 $ 1.813 Ordinary income 0 % 0 % Capital gains 5 % 0 % Return of capital 95 % 100 % Series C Preferred Stock Dividend paid per share $ 1.625 $ 1.625 Ordinary income 0 % 0 % Capital gains 5 % 0 % Return of capital 95 % 100 % Selected Financial Data: ReservedManagement’sManagement's Discussion and Analysis of Financial Condition and Results of OperationsCompany’sCompany's consolidated financial statements and related notes thereto included elsewhere in this report.2022,2023, the Company owned a portfolio of 19 operating properties totaling 2.92.8 million square feet of GLA. The portfolio was 86.2%89.6% leased and 82.3%86.4% occupied at December 31, 2022.the Operating Partnership. Prior to consummationsubsidiaries) substantially all of the Transactions described below, the Operating Partnership had limited partners other than the Company, but their limited partnership interests in the Operating Partnership were canceled pursuant to the Merger Agreement, as described below.its assets. At December 31, 2022,2023, the Company, which is a subsidiary of WHLR, owned a 100.0% general and limited partnership interest in, and was the sole general partner of, the Operating Partnership and is a wholly-owned subsidiary of WHLR.On November 25, 2020, the Company effected a 1-for-6.6 reverse stock split of the issued and outstanding shares of common stock. Each 6.6 shares of the Company's issued and outstanding common stock were combined into one share of the Company's common stock. The number of authorized shares and the par value of the common stock were not changed. In addition, the Company amended the Limited Partnership Agreement of our Operating Partnership to effect a corresponding reverse split of the partnership interests of the Operating Partnership. In accordance with GAAP, all shares of common stock, restricted stock units, Operating Partnership units (“OP Units”) and per share/unit information that are presented in this Form10-K were adjusted to reflect the reverse split on a retroactive basis for all periods presented.Company’sCompany'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”"necessities-based" properties should provide relatively stable revenue flows even during difficult economic times.2022 Significant Circumstances and Transactions announced that following its previously announced review of strategic alternatives, it had entered into definitive agreements for the sale of the Company and its assets in a series of related all-cash transactions. Specifically, on March 2, 2022, the Company and certain of its subsidiaries entered into an asset purchase and sale agreement (the “Asset"Asset Purchase Agreement”Agreement") with DRA Fund X-B LLC and KPR Centers LLC (together with their respective designees, the “Grocery-Anchored Purchasers”"Grocery-Anchored Purchasers") for the sale of a portfolio of 33 grocery-anchored shopping centers for cash (the “Grocery-Anchored"Grocery-Anchored Portfolio Sale”Sale"). In addition, on March 2, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”"Merger Agreement") with WHLR and certain of its affiliates pursuant to which, following closing of the Grocery-Anchored Portfolio Sale, WHLR would acquireacquired the balance of the Company’sCompany's shopping center assets by way of an all-cash merger transaction (the “Merger”"Merger").“Transactions”."Transactions." The Transactions were unanimously approved by the Company’sCompany's former Board of Directors and were approved by the Company’sCompany's common stockholders at a special meeting of stockholders held on May 27, 2022.NYSE.New York Stock Exchange ("NYSE"). The Company's outstanding21June 28, 2022,July 11, 2023, the Company acquired the 40% minority ownership interest percentagesold an outparcel building adjacent to Carll's Corner, located in the Crossroads II joint venture. The Company's ownership interestBridgeton, New Jersey for $3.0 million, resulting in Crossroads II was included in the Grocery-Anchored Portfolio Sale that occurred on July 7, 2022.The following table shows the property disposition, excluding the Grocery-Anchored Portfolio Sale, during the year ended December 31, 2022:Impairments of $9.4a $2.7 million for the year ended December 31, 2022 also include those related to the Company's investment in the unconsolidated joint venture and the note receivable associated with Senator Square. These impairments aregain, which is included in operating lossincome in the accompanying consolidated statementstatements of operations.The Grocery-Anchored Portfolio Sale, the sale of East River Park and Senator Square redevelopment asset sales represent a strategic shift and has a material effect on the Company’s operations and financial results, and therefore, the Company determined that it is deemed a discontinued operation. Accordingly, they have been classified as held for sale and the results have been classified as discontinued operations for all periods. The Company recognized a $125.5 million gain on sale and $16.6 million in impairment charges for the year ended December 31, 2022 on discontinued operations.Mortgage Loans PayableThe mortgage loans payable were assumed by the Grocery-Anchored Purchasers, in connection with the Grocery-Anchored Portfolio Sale.Unsecured Revolving Credit Facility and Term LoansThe unsecured revolving credit facility and term loans were paid off and terminated on July 11, 2022, in connection with the Grocery-Anchored Portfolio Sale.Investment in Unconsolidated Joint VentureOn August 5, 2022, the Northeast Heights joint venture was sold in connection with the Grocery-Anchored Portfolio Sale. The Company contributed approximately $4.8 million of capital to this joint venture through its tenure.KeyBank Credit AgreementOn August 22, 2022, the Company entered into a loan agreement with KeyBank National Association for $130.0 million (the “KeyBank Credit Agreement”). The interest rate on this term loan consisted of the term Secured Overnight Financing Rate plus 0.10% plus an applicable margin of 2.5% through February 2023, at which time increases to 4.0% and was collateralized by all of the Company's remaining 19 properties following the Transactions. As of December 31, 2022, the KeyBank Credit Agreement was repaid with the proceeds from the Guggenheim and Citi Loan Agreement, as defined herein.Secured Term LoansOctober 28, 2022,September 12, 2023, the Company entered into a term loan agreement with Guggenheim Real Estate, LLCCornerstone Bank for $110.0$11.56 million at a fixed rate of 5.25%7.27% with interest-only payments due monthly (“Guggenheimfor the first twelve months (the "Timpany Plaza Loan Agreement”Agreement"). Commencing on December 10, 2027,22November 10, 2032,September 12, 2028, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time. On the closing date, the Company received $9.06 million of the $11.56 million, and the remaining $2.5 million will be received upon the satisfaction of certain lease-related contingencies within one year of the agreement date. The Guggenheim Loan Agreement includes certain financial covenants. The GuggenheimTimpany Plaza Loan Agreement is collateralized by 10 properties and proceeds were used to paydown the Company’s KeyBank Credit Agreement.On December 21, 2022, the Company entered into a term loan agreement with Citi Real Estate Funding Inc. (“Citi Loan Agreement”) for $25.0 million at a fixed rate of 6.35% with interest-only payments due monthly through maturity on January 6, 2033. The Citi Loan Agreement is collateralized by 2 properties and proceeds were used to satisfy the remaining obligation of the KeyBank Credit Agreement and released the remaining collateral under that agreement.wholly-owned subsidiary of WHLR. WHLR performs property management and leasing services for the Company.Company pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income, and leasing commissions range from 3% to 6%. During the yearyears ended December 31, 2023 and 2022, the Company paid WHLR $2.1 million and $1.0 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to a cost sharing and reimbursement agreement, pursuant to which the parties agreed to share costs and expenses associated with certain employees, certain facilities and property, and certain arrangements with third parties (the "Cost Sharing Agreement"). The related party amounts due to WHLR for the year endedat December 31, 2023 and 2022 were $7.3 million, which consists primarily of financing costs, real estate taxesare comprised of:December 31, 2023 2022 Financings and real estate taxes $ 7,166,000 $ 7,166,000 Management fees 225,000 110,000 Leasing commissions 161,000 85,000 Cost Sharing Agreement allocations (a) 548,000 — Other (6,000) (33,000) Total $ 8,094,000 $ 7,328,000 costs paid ondirectors' liability insurance. In 2022, WHLR did not make any allocations to the Company's behalf atCompany for these services due to certain limitations set forth in the closing of the KeyBank CreditCost Sharing Agreement.Management’sManagement's estimates are based both on information that is currently available and on various other assumptions management believes to be reasonable under the circumstances. Actual results could differ from those estimates and those estimates could be different under varying assumptions or conditions.tenants’tenants' payment patterns when evaluating the adequacy of the allowance for doubtful accounts receivable. These estimates have a direct impact on net income, because a higher bad debt allowance would result in lower net income, whereas a lower bad debt allowance would result in higher net income.23management’smanagement's determination of the fair values of such assets. In valuing an acquired property’sproperty's intangibles, factors considered by management include an estimate of carrying costs during the expected lease-up periods, such as real estate taxes, insurance, other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on its evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions, tenant improvements, legal and other related costs.above-marketabove market and below-marketbelow market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the differences between the contractual amounts to be received and management’smanagement's estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include a consideration of the non-cancelable terms of the respective leases as well as any applicable renewal period(s). The fair values associated with below-marketbelow market rental renewal options are determined based on the Company’sCompany's experience and the relevant facts and circumstances that existed at the time of the acquisitions. The values of above-marketabove market leases are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of below-marketbelow market leases associated with the original non-cancelable lease terms are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of the leases associated with below-marketbelow market renewal options that are likely of exercise are amortized to rental income over the respective renewal periods. The value of other intangible assets (including leasing commissions, tenant improvements, etc.) is amortized to expense over the applicable terms of the respective leases. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time.above-marketabove market and below-marketbelow market lease intangibles are amortized to rental income and (2) the value of other intangibles is amortized to expense. Accordingly, higher allocations to below-marketbelow market lease liability and other intangibles would result in higher rental income and amortization expense, whereas lower allocations to below-marketbelow market lease liability and other intangibles would result in lower rental income and amortization expense.investment’sinvestment's use and eventual disposition. These estimates of cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. A real estate investment held for sale is carried at the lower of its carrying amount or estimated fair value, less the cost of a potential sale. Depreciation and amortization are suspended during the period the property is held for sale. Management is required to make subjective assessments as to whether there are impairments in the value of its real estate properties. These assessments have a direct impact on net income, because an impairment loss is recognized in the period that the assessment is made.“Notes"Notes to Consolidated Financial Statements”Statements" included in Item 8 below for information relating to new accounting pronouncements.2420222023 to 2021Years ended December 31, Change 2023 2022 Percent Revenues $ 34,632,000 $ 34,297,000 $ 335,000 1.0% Property operating expenses (13,153,000) (14,360,000) 1,207,000 (8.4)% Property operating income 21,479,000 19,937,000 1,542,000 Corporate general and administrative (3,192,000) (10,099,000) 6,907,000 (68.4)% Depreciation and amortization (10,918,000) (9,645,000) (1,273,000) 13.2% Gain on sale 2,662,000 — 2,662,000 n/a Impairment charges — (9,350,000) 9,350,000 n/a Transaction costs — (58,959,000) 58,959,000 n/a Interest expense, net (8,024,000) (10,894,000) 2,870,000 (26.3)% Income (loss) from continuing operations 2,007,000 (79,010,000) 81,017,000 Discontinued operations: Income from discontinued operations — 14,302,000 (14,302,000) (100.0)% Impairment charges — (16,629,000) 16,629,000 n/a Gain on sales — 125,500,000 (125,500,000) n/a Net income 2,007,000 44,163,000 (42,156,000) Net income attributable to noncontrolling interests — (132,000) 132,000 n/a Net income attributable to Cedar Realty Trust, Inc. $ 2,007,000 $ 44,031,000 $ (42,024,000) lowerhigher primarily as a result of (1) an increase of $1.6 million in rental revenues and expense recoveries attributable to same center properties, which is partially offset by (2) a decrease of $5.7$0.9 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2022 and 2021 not deemed to be discontinued operations, which is partially offset by (2) an increase of $0.2 million in rental revenues, expense recoveries and a non-recurring income item attributable to same center properties, and (3) an increasea decrease in other income of $0.3$0.4 million attributable to one-time transactions for properties that were sold in 2022.higherlower primarily as a result of (1) an increasea decrease of $1.5$0.6 million in property operating expenses attributable to same center properties sold or held for sale during 2022 not deemed to be discontinued operations, (2) an increasea decrease of $0.4 million attributable to one-time property operating expenses for properties that were sold in 2022, partially offset byand (3) a decrease of $1.7$0.2 million in property operating expenses attributable to properties sold or held for sale during 2022 and 2021 not deemed to be discontinued operations.same center properties.GeneralTable of Contents$5.6$4.5 million in payroll related costs, due to employee departure, (2) a decrease of $1.2 million in legal and professional expense, and (3) a decrease of $0.9$2.4 million in other general and administrative accounts.costs, (3) a decrease of $0.4 million in accounting fees, all of which are predominantly related to the completion of the Grocery-Anchored Portfolio Sale and the Merger, partially offset by (4) an increase of $0.4 million in professional fees.lowerhigher as a result of (1) a decreasean increase of $1.4$1.3 million attributable to same center properties and (2) a decrease of $1.1 million attributable to properties that were sold or held for sale in 2022 and 2021 not deemed to be discontinued operations.properties.salessale in 20212023 relates to the sale of Camp Hill Shopping Center,the outparcel building adjacent to Carll's Corner, located in Camp Hill, Pennsylvania.Bridgeton, New Jersey.investmentthen-investment in the unconsolidated joint venture and the notethen-note receivable associated with Senator Square located in Washington D.C. Impairment charges, both of which assets were sold in 2021 relate to the Company's dual-track strategic alternatives process, partially offset by impairment reversal related to The Commons, located in Dubois, Pennsylvania.Grocery-Anchored Portfolio Sale.Merger with WHLR.Merger.$6.4 million, (2) a decrease in the overall weighted average interest rate which resulted in a decrease in interest expense of $3.1 million, (3) an increase in interest income of $0.5$4.6 million, partially offset by (4) a decrease(3) the interest rate swaps termination gain in capitalized interest2022 of $2.4$3.4 million, and (5) an increase of $4.6 million related to the acceleration of amortization of deferred financing costs.Discontinued operations for 2022 and 2021 include the results of operations, impairments and gain on sales for properties treated as discontinued operations.25Comparison of 2021 to 2020Revenues were lower primarily as a result of a reduction in lease termination fee income of $7.1 million of revenue received in the quarter ended March 31, 2020 relating to a dark anchor tenant terminating its lease prior to the contractual expiration in 2020 at Metro Square.Property operating expenses were higher primarily as a result of (1) an increase of $6.5 million in property operating expenses attributable to same-center properties, partially offset by (2) a decrease of $4.2 million in property operating expenses attributable to properties that were sold or held for sale in 2021 and 2020.General and administrative costs were higher primarily as a result of (1) an increase of $0.6 million in legal and professional expense, (2) an increase of $0.6 million in other general and administrative accounts related predominantly to state taxes, which is partially offset by (3) a decrease of $0.1 million in payroll expense related to the reduction in head count in the fourth quarter of 2021.Depreciation and amortization expenses were lower as a result of (1) a decrease of $2.6 million attributable to properties that were sold or held for sale in 2021 and 2020 and (2) a decrease of $1.7 million attributable to same-center properties.Gain on sales in 2021 relates to the sale of Camp Hill Shopping Center, located in Camp Hill, Pennsylvania. Gain on sales in 2020 relates to the sale of (1) Glen Allen Shopping Center, located in Glen Allen, Virginia, (2) Suffolk Plaza, located in Suffolk, Virginia, and (3) an outparcel building at Pine Grove Plaza, located in Brown Mills, New Jersey.Impairment charges in 2021 relate to the Company's dual-track strategic alternatives process, partially offset by impairment reversal related to The Commons, located in Dubois, Pennsylvania. Impairment charges in 2020 relate to Metro Square, located in Owings Mills, Maryland, and The Commons, located in Dubois, Pennsylvania.Interest expense was lower as a result of (1) a decrease in the overall weighted average principal balance which resulted in a decrease in interest expense of $5.8 million, (2) an increase in capitalized interest of $0.7 million, partially offset by (3)(4) an increase in the overall weighted average interest rate, which resulted in an increase in interest expense of $0.6$3.0 million, and (5) capitalized interest in 2022 of $1.0 million.2021 and 20202022 include the results of operations, impairments and gain on sales for properties treated as discontinued operations.26(“("same-property NOI”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 investorsinvestors. The Company defines same-property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because same-property NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides an indication ofa performance measure, that when compared year over year, reflects the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses as well as other infrequent itemsdirectly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses same-property NOI to evaluate its operating performance since same-property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease termination income which tends to fluctuate more than rents from year to year.structure, lease rates and tenant base, have on the Company's results, margins and returns. 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.Company’sCompany's peers, and thus may not provide an adequate basis for comparison among REITs.Company’sCompany's consolidated operating loss: Years ended December 31, 2023 2022 Operating income (loss) $ 10,031,000 $ (68,116,000) Add (deduct): Corporate general and administrative 3,192,000 10,099,000 Gain on sale (2,662,000) — Transaction costs — 58,959,000 Impairment charges — 9,350,000 Depreciation and amortization 10,918,000 9,645,000 Straight-line rents (854,000) (77,000) Above (below) market lease amortization, net (336,000) (896,000) Other non-property revenue (426,000) (258,000) NOI related to properties not defined as same-property (106,000) (495,000) Same-property NOI $ 19,757,000 $ 18,211,000 Number of same properties 19 19 Same-property occupancy, end of year 86.4 % 82.3 % Same-property leased, end of year 89.6 % 86.2 % Same-property average base rent, end of year $ 10.52 $ 10.28 decreased 5.4% primarilyincreased 8.5% as a result of non-recurringincreased rental revenues and decreased property operating expenses in 2022.2023.Company’sCompany's retail leasing activity during 2023 and 2022 for the 19-property portfolio since the Merger with WHLR: Renewals (a): Leases renewed with rate increase (sq feet) 182,111 124,875 Leases renewed with rate decrease (sq feet) — 29,223 Leases renewed with no rate change (sq feet) 7,643 64,950 Total leases renewed (sq feet) 189,754 219,048 Leases renewed with rate increase (count) 20 12 Leases renewed with rate decrease (count) — 2 Leases renewed with no rate change (count) 3 3 Total leases renewed (count) 23 17 Option exercised (count) 5 2 Weighted average on rate increases (per sq foot) $ 0.77 $ 1.91 Weighted average on rate decreases (per sq foot) $ — $ (0.28) Weighted average on all renewals (per sq foot) $ 0.74 $ 1.05 Weighted average change over prior rates 6.85 % 10.26 % New Leases (a) (b): New leases (sq feet) 224,175 159,213 New leases (count) 26 14 Weighted average rate (per sq foot) $ 12.77 $ 10.70 short-term liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, and preferred dividend distributions, primarily from its operations and the $9.6$9.4 million in restricted cash as of December 31, 2022.The Company has considered its short-term (one year or less) liquidity needs and the adequacy of its estimated cash flows from operating activities and other expected financing sources to meet these needs.2023. The Company does not have any scheduled debt maturities for the year ending December 31, 2023. Additionally, the2024. The Company plansis working to undertake measures to grow its operations and increase liquidity throughrevenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing tenants who are in default of their lease terms, increasing future lease revenue through tenantdefaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets refinancing properties and operating cash.On August 30, 2021, the Company amended its then-existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the unsecured revolving credit facility was $185 million with an expiration in August 2024. The unsecured revolving credit facility was able to be extended, at the Company’s option for two additional one-year periods, subject to customary conditions. Interest on the borrowings under the unsecured revolving credit facility component could range from LIBOR plus 135 bps to 195 bps (150 bps at June 30, 2022, prior to its pay off, as discussed below), based on the Company’s leverage ratio. The Company extended its $50 million term loan four years with an expiration in August 2026.Although the credit facility was unsecured, borrowing availability was based on unencumbered property adjusted net operating income for the trailing twelve months, as defined in the agreements. The unsecured revolving credit facility and term loans were paid off and terminated on July 11, 2022, in connection with the Grocery-Anchored Portfolio Sale.28On May 5, 2021, the Company closed a non-recourse mortgage for $114.0 million. The mortgage matures June 1, 2031, bears interest at a fixed-ratefinancing of 3.49% and requires payment of interest-only for the first five years followed by payments of principal and interest based on thirty-year amortization for the remainder of the term. The loan is secured by five shopping centers consisting of Lawndale Plaza, The Shops at Suffolk Downs, Christina Crossing, Trexlertown Plaza, and The Point. These properties had no pre-existing debt and the proceeds from this loan were used to reduce amounts outstanding under the Company’s revolving credit facility. The mortgage loans payable were assumed by the Grocery-Anchored Purchasers, in connection with the Grocery-Anchored Portfolio Sale.On August 22, 2022, the Company entered into the KeyBank Credit Agreement for $130.0 million. The interest rate on this term loan consisted of the term Secured Overnight Financing Rate plus 0.10% plus an applicable margin of 2.5% through February 2023, at which time increases to 4.0% and was collateralized by all of the Company's remaining 19 properties following the Transactions. As of December 31, 2022, the KeyBank Credit Agreement was repaid with the proceeds from the Guggenheim Loan Agreement and Citi Loan Agreement.thea term loan agreement with Guggenheim Loan AgreementReal Estate, LLC for $110.0 million at a fixed rate of 5.25% with interest-only payments due monthly.monthly (the "Term Loan Agreement, 10 properties"). Wheeler REIT, L.P. provided a limited recourse indemnity in connection with such loan. Commencing on December 10, 2027, until the maturity date of November 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time. The GuggenheimTerm Loan Agreement, includes certain financial covenants. The Guggenheim Loan Agreement10 properties is collateralized by 10 properties and proceeds were used to paydown the Company’sCompany's loan agreement with KeyBank National Association for $130.0 million (the "KeyBank Credit Agreement.thea term loan agreement with Citi Loan AgreementReal Estate Funding Inc. for $25.0 million at a fixed rate of 6.35% with interest-only payments due monthly through maturity on January 6, 2033.2033 (the "Patuxent Crossing/ColiseumCitiPatuxent Crossing/Coliseum Marketplace Loan Agreement is collateralized by 2 properties and proceeds were used to satisfy the remaining obligation of the KeyBank Credit Agreement and released the remaining collateral under that agreement.20222023 and collateralized by 1213 properties:The following table details the Company’s debt obligation maturities at December 31, 2022: December 31, 2023 Description Maturity
datesContractual
interest rates
weighted-averageFixed-rate secured term loans: Timpany Plaza Sep 2028 $ 9,060,000 7.3% Term loan, 10 properties Nov 2032 110,000,000 5.3% Patuxent Crossing/Coliseum Marketplace Jan 2033 25,000,000 6.4% 144,060,000 5.6% Unamortized issuance costs (3,566,000) $ 140,494,000 “restricted cash”"restricted cash" is generally available only for property-level requirements for which the reserves have been established and are not available to fund other property-level or Company-level obligations.“REIT"REIT taxable income”income", as defined in the Internal Revenue Code of 1986, as amended (the “Code”).Code. The Company paid common stock dividends during 2022 and preferred stock dividends during 2021,2022 and in 2022, paid preferred stock dividends through the fourth quarter of 20222023, and has continued to declare preferred stock dividends through the first quarter of 2023. Additionally, the Company paid dividends to the common stockholders in the first quarter and third quarter of 2022.2024. Future dividend declarations will 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 under29Company’sCompany's significant debt repayment, interest, and operating lease obligations at December 31, 2022:Maturity Date 2024 2025 2026 2027 2028 Thereafter Total Debt: Secured term loans $ 74,000 $ 306,000 $ 329,000 $ 481,000 $ 9,456,000 $ 133,414,000 $ 144,060,000 Interest payments (a) 8,154,000 8,117,000 8,094,000 8,069,000 7,880,000 28,553,000 68,867,000 Operating lease obligations 179,000 179,000 179,000 179,000 179,000 7,673,000 8,568,000 Total $ 8,407,000 $ 8,602,000 $ 8,602,000 $ 8,729,000 $ 17,515,000 $ 169,640,000 $ 221,495,000 2022.2023.no$0.4 million outstanding construction commitments at December 31, 2022.20222023 that are reasonably likely to have a current or future material effect on the Company’sCompany's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Years ended December 31, 2023 2022 Cash flows provided by (used in): Operating activities $ 8,248,000 $ (20,464,000) Investing activities $ (3,697,000) $ 676,775,000 Financing activities $ (2,106,000) $ (646,117,000) (used in) provided by operating activities, before net changes in operating assets and liabilities, was $8.7 million for 2023. Net cash used in operating activities, before net changes in operating assets and liabilities, was $(28.9) million $48.7 million, and $57.5 million for 2022, 2021 and 2020, respectively.2022. The decrease between 2022 and 2021increase was a result of the transactionreduction in costs related toassociated with the completion of both the Grocery-Anchored Portfolio Sale and completion of the Company's merger with WHLR. The increase between 2021 and 2020 was primarily a result of the favorable impact post COVID-19. (used in) investing activities were primarily the result of the Company’sCompany's property disposition activities property acquisitions and expenditures for property improvements. During 2023, the Company incurred $6.5 million of expenditures for property improvements, which was partially offset by $2.8 million in net proceeds related to the sale of the outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey. During 2022, the Company received $667.4 million in proceeds from the Grocery-Anchored Portfolio Sale and $31.9 million in proceeds from the sale of Riverview Plaza, which was partially offset by $22.4 million of expenditures for property improvements.2021,2023, the Company received proceedsmade payments of $104.5$10.8 million from the sale of properties,preferred stock dividends, payments of $0.4 million of debt financing costs, which waswere partially offset by (1) expenditures of $28.3$9.1 million for property improvements and (2) investment of $4.7 million in an unconsolidated joint venture. During 2020, the Company incurred expenditures of $39.6 million for property improvements, which was partially offset by $21.2 million in proceedsreceived from the sale of properties.Financing Activities During 2021, the Company repaid $100.0 million of term loans, had $109.0 million of net, repayments under the revolving credit facility, had $14.7 million of preferred and common stock distributions, had $3.3 million of payments related to deferred financing costs, had $1.1 million of mortgage repayments, had $0.5 million of termination payments related to a swap, which is partially offset by $114.0 million of property specific mortgages placed during 2021. During 2020, the Company repaid a $75.0 million term loan, had30$17.9 million of preferred and common stock distributions, had $1.1 million of mortgage repayments, and paid $0.3 million of debt financing costs, which were partially offset by net advances of $69.0 million under the revolving credit facility.Funds From Operations (“FFO” is, a widely recognized supplemental non-GAAP measure, utilizedas an alternative measure of our operating performance, specifically as it relates to evaluate the financial performanceresults of a REIT. The Company presentsoperations and liquidity. We compute FFO in accordance with the definition adoptedstandards established by the National AssociationBoard of Real Estate Investment Trusts (“Nareit”)Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by Nareit, generally defines FFO asrepresents net income (determined(computed in accordance with GAAP), excluding gains (losses)(or losses) from sales of property, plus real estate properties,estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment write-downs on real estate properties directly attributable to decreases in the value of depreciable real estate, plus real estate related depreciationlong-lived assets and amortization, andafter adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis. The Company considersventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of its financialoperating performance because, it captures features particular toby excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate performance by recognizing thatbetween periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate generally appreciatesassets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or maintains residual valuefallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool 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 measureGAAP when presenting our operating results.financial performance because it excludesFFO in accordance with Nareit's definition includes certain items the Company doesthat are not believe are indicative of its corethe results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance such as non-capitalized acquisition pursuit costs, amounts relatingof our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to early extinguishment of debt and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO further assistsuse 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 attributableus 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 notas many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to suchthe adjusted or modified FFO of other REITs. (loss) attributable to common shareholders to FFO and Operating FFOAFFO for the years ended December 31, 2022, 20212023 and 20202022 is as follows: Years ended December 31, 2023 2022 Net (loss) income attributable to common shareholders $ (8,745,000) $ 33,279,000 Real estate depreciation and amortization 10,918,000 19,318,000 Limited partners' interest — 132,000 Gain on sales (2,662,000) (125,500,000) Impairment charges — 25,979,000 FFO applicable to diluted common shares (489,000) (46,792,000) Transaction costs (a) — 58,959,000 AFFO applicable to diluted common shares $ (489,000) $ 12,167,000 FFO per diluted common share $ (0.04) $ (3.40) AFFO per diluted common share $ (0.04) $ 0.88 Weighted average number of diluted common shares (b): Common shares and equivalents 13,718,000 13,717,000 OP Units — 44,000 13,718,000 13,761,000 previously announced dual-track strategic alternatives process.Includes redevelopment project costs expensed pursuant to GAAP such as certain demolition and lease termination costs.(c)Represents acceleration of amortization of financing costs related to term note paid-off prior to maturity.(d)Operating FFOAFFO applicable to diluted common shares includes OP Units, unvested restricted stock units and unvested restricted shares/units that are excluded from the computation of diluted EPS.31Prior to 2021,was relatively low and did not have a significant detrimental impact on the Company’s results of operations, however inflation substantially increased in 2022. If inflation rateswhich could continue to increase, substantiallyor worsen. Substantially all of the Company’sCompany'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 inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. SignificantIn addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company’sCompany's business. Conversely, deflation could lead to downward pressure on rents and other sources of income.The efforts of the Federal Reserve to combat inflation have led to significant increases in interest rates. Theseourthe Company's indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases, theincreases. The degree and pace of these changes have had and may continue to have impacts on our business.Oneprincipal market risks facingExchange Act and are not required to provide the Company is the riskinformation under this item.interest rate changes. 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 directly subject to foreign currency risk.ContentsWith respect to the Company’s fixed-rate term loans, changes in interest rates generally do not affect the Company’s interest expense as these loans are at fixed rates for an extended term. Because the Company presently intends to hold its existing fixed-rate debt either to maturity or until the sale of the associated property, these fixed-rate loans 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.3234-353620222023 and 2021202237 383940-41424366-67sheetsheets of Cedar Realty Trust, Inc. (the “Company”"Company") as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income, (loss), equity, and cash flows for the yearyears ended December 31, 2023 and 2022, and the related notes and scheduleschedules (collectively referred to as the “consolidated"consolidated financial statements”statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the yearyears ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 2, 2023, expressed an unqualified opinion.Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's consolidated financial statements based on our audit.audits. We are a public accounting firm registered with the PCAOBPublic Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.auditaudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.2022,2023, the Company’sCompany's net real estate totaled $206.6$201.7 million. As more fully described in Note 2 to the consolidated financial statements, the Company evaluates its investment propertiesreal estate investments for impairment whenever events or changes in circumstances indicate that the carrying value of a real estate investment properties may not be recoverable. Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of ana real estate investment property may not be recoverable.Company’sCompany's impairment assessment involved subjectivity due to the estimation required to assess significant assumptions utilized in estimating the recoverability of the investment propertiesreal estate based on undiscounted operating income and residual values, such as assumptions related to renewal and renegotiations of current leases, estimates of new leases on vacant spaces, and estimates of operating costs.34We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over management’s impairment evaluation process. This included testing controls over management’s review of the estimated undiscounted cash flows, including the significant assumptions and data used to develop the cash flows. Company’sCompany's evaluation of net real estate for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used in the analysis. We compared the recoverability calculated to the remaining net book value of the assets to ensure recoverability for the properties’properties' remaining useful lives. We compared the significant assumptions used byCompany’sCompany's auditor since 2022.2, 20235, 202435ReportTable of Independent Registered Public Accounting FirmContentsTo the Shareholders and the Board of Directors of Cedar Realty Trust, Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheet of Cedar Realty Trust, Inc. as of December 31, 2021, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the two years in the period ended December 31, 2021, and the related notesand schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Ernst & Young LLPWe have served as the Company’s auditor from 1984 to 2021New York, New YorkMarch 10, 2022Except for Note 3, as to which the date is March 2, 202336 December 31, 2023 2022 ASSETS Real estate: Land $ 69,085,000 $ 69,111,000 Buildings and improvements 299,080,000 294,999,000 368,165,000 364,110,000 Less accumulated depreciation (166,489,000) (157,468,000) Real estate, net 201,676,000 206,642,000 Cash and cash equivalents 6,518,000 3,899,000 Restricted cash 9,390,000 9,564,000 Receivables, net 6,357,000 6,135,000 Deferred costs and other assets, net 9,141,000 7,924,000 TOTAL ASSETS $ 233,082,000 $ 234,164,000 LIABILITIES AND EQUITY Loans payable, net $ 140,494,000 $ 131,462,000 Accounts payable, accrued expenses, and other liabilities 8,382,000 10,094,000 Due to Wheeler Real Estate Investment Trust, Inc. 8,094,000 7,328,000 Below market lease intangibles, net 2,655,000 3,078,000 Total liabilities 159,625,000 151,962,000 Commitments and contingencies (Note 10) Equity: Preferred stock 159,541,000 159,541,000 Common stock ($0.06 par value, 150,000,000 shares authorized, 13,718,000 shares, issued and outstanding) 823,000 823,000 Additional paid-in capital 868,323,000 868,323,000 Cumulative distributions in excess of net income (955,230,000) (946,485,000) Total equity 73,457,000 82,202,000 TOTAL LIABILITIES AND EQUITY $ 233,082,000 $ 234,164,000 Years ended December 31, 2023 2022 REVENUES Rental revenues $ 33,987,000 $ 32,963,000 Other revenues 645,000 1,334,000 Total revenues 34,632,000 34,297,000 EXPENSES Operating, maintenance and management 7,728,000 8,411,000 Real estate and other property-related taxes 5,425,000 5,949,000 Corporate general and administrative 3,192,000 10,099,000 Depreciation and amortization 10,918,000 9,645,000 Total expenses 27,263,000 34,104,000 OTHER Gain on sale 2,662,000 — Transaction costs — (58,959,000) Impairment charges — (9,350,000) Total other 2,662,000 (68,309,000) OPERATING INCOME (LOSS) 10,031,000 (68,116,000) NON-OPERATING INCOME AND EXPENSES Interest expense, net (8,024,000) (10,894,000) Total non-operating income and expenses (8,024,000) (10,894,000) NET INCOME (LOSS) FROM CONTINUING OPERATIONS 2,007,000 (79,010,000) DISCONTINUED OPERATIONS Income from discontinued operations — 14,302,000 Impairment charges — (16,629,000) Gain on sales — 125,500,000 Total income from discontinued operations — 123,173,000 NET INCOME 2,007,000 44,163,000 Net income attributable to noncontrolling interests: Limited partners' interest in Operating Partnership — (132,000) Total net income attributable to noncontrolling interests — (132,000) NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. 2,007,000 44,031,000 Preferred stock dividends (10,752,000) (10,752,000) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (8,745,000) $ 33,279,000 NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): Continuing operations $ (0.64) $ (6.64) Discontinued operations — 9.12 $ (0.64) $ 2.48 Weighted average number of common shares - basic and diluted 13,718,000 13,448,000 Years ended December 31, 2023 2022 Net income $ 2,007,000 $ 44,163,000 Unrealized gain on change in fair value of cash flow hedges — 8,321,000 Comprehensive income 2,007,000 52,484,000 Comprehensive income attributable to noncontrolling interests — (195,000) Comprehensive income attributable to Cedar Realty Trust, Inc. $ 2,007,000 $ 52,289,000 Treasury
stock,
at costAdditional
paid-in
capitalCumulative
distributions
in excess of
net incomeAccumulated
other
comprehensive
(income) lossTotal Preferred stock Common stock Shares Amount Shares Amount Balance, December 31, 2021 6,450,000 $ 159,541,000 13,658,000 $ 820,000 $ (13,266,000) $ 881,009,000 $ (582,464,000) $ (8,258,000) $ 437,382,000 Net income — — — — — — 44,031,000 — 44,031,000 Unrealized gain on change in fair value of cash flow hedges — — — — — — — 8,258,000 8,258,000 Share-based compensation, net — — (103,000) (6,000) 13,266,000 (12,300,000) — — 960,000 Purchase of OP Units — — — — — — — — — Preferred stock dividends — — — — — — (10,752,000) — (10,752,000) Acquisition of minority interests — — — — — (1,000,000) — — (1,000,000) Distributions to common shareholders/noncontrolling interests — — — — — — (397,300,000) — (397,300,000) Reallocation adjustment of limited partners' interest — — — — — 622,000 — — 622,000 Common stock sales, net of issuance expenses — — — — — 1,000 — — 1,000 Common stock issuance — — 114,000 7,000 — (7,000) — — — Common stock repurchases — — (13,669,000) (821,000) — 821,000 — — — Common stock issued to Wheeler Real Estate Investment Trust, Inc. — — 13,718,000 823,000 — (823,000) — — — Balance, December 31, 2022 6,450,000 159,541,000 13,718,000 823,000 — 868,323,000 (946,485,000) — 82,202,000 Net income — — — — — — 2,007,000 — 2,007,000 Preferred stock dividends — — — — — — (10,752,000) — (10,752,000) Balance, December 31, 2023 6,450,000 $ 159,541,000 13,718,000 $ 823,000 $ — $ 868,323,000 $ (955,230,000) $ — $ 73,457,000 Total
equityBalance, December 31, 2021 $ — $ 2,586,000 $ 2,586,000 $ 439,968,000 Net income — 132,000 132,000 44,163,000 Unrealized gain on change in fair value of cash flow hedges — 63,000 63,000 8,321,000 Share-based compensation, net — — — 960,000 Purchase of OP Units — (726,000) (726,000) (726,000) Preferred stock dividends — — — (10,752,000) Acquisition of minority interests — — — (1,000,000) Distributions to common shareholders/noncontrolling interests — (1,433,000) (1,433,000) (398,733,000) Reallocation adjustment of limited partners' interest — (622,000) (622,000) — Common stock sales, net of issuance expenses — — — 1,000 Common stock issuance — — — — Common stock repurchases — — — — Common stock issued to Wheeler Real Estate Investment Trust, Inc. — — — — Balance, December 31, 2022 — — — 82,202,000 Net income — — — 2,007,000 Preferred stock dividends — — — (10,752,000) Balance, December 31, 2023 $ — $ — $ — $ 73,457,000 OPERATIONSCASH FLOWS Years ended December 31, 2023 2022 OPERATING ACTIVITIES Net income $ 2,007,000 $ 44,163,000 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sales (2,662,000) (125,500,000) Impairment charges — 25,979,000 Straight-line rents and expenses, net (854,000) (506,000) Credit adjustments on operating lease receivables (711,000) 968,000 Depreciation and amortization 10,918,000 19,372,000 Above (below) market lease amortization, net (336,000) (1,080,000) Expense relating to share-based compensation, net — 1,608,000 Amortization of deferred financing costs 386,000 6,105,000 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Receivables, net 1,343,000 (15,575,000) Deferred costs and other assets, net (2,243,000) (5,654,000) Accounts payable, accrued expenses, and other liabilities 400,000 29,656,000 Net cash provided by (used in) operating activities 8,248,000 (20,464,000) INVESTING ACTIVITIES Expenditures for real estate improvements (6,456,000) (22,407,000) Net proceeds from sales of real estate 2,759,000 699,337,000 Contributions to unconsolidated joint venture — (155,000) Net cash (used in) provided by investing activities (3,697,000) 676,775,000 FINANCING ACTIVITIES Repayments under revolving credit facility — (70,000,000) Advances under revolving credit facility — 4,000,000 Repayment of term note — (300,000,000) Proceeds (termination payment) related to interest rate swap — 3,400,000 Mortgage proceeds 9,060,000 265,000,000 Mortgage repayments — (130,664,000) Payments of deferred financing costs (414,000) (7,368,000) Noncontrolling interests: Distributions to limited partners — (966,000) Acquisition of joint venture minority interest share — (1,000,000) Redemption of OP units — (467,000) Preferred stock dividends (10,752,000) (10,752,000) Distributions to common shareholders — (397,300,000) Net cash used in financing activities (2,106,000) (646,117,000) Net increase in cash, cash equivalents and restricted cash 2,445,000 10,194,000 Cash, cash equivalents and restricted cash at beginning of year 13,463,000 3,269,000 Cash, cash equivalents and restricted cash at end of year $ 15,908,000 $ 13,463,000 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 6,518,000 $ 3,899,000 Restricted cash 9,390,000 9,564,000 Cash, cash equivalents and restricted cash $ 15,908,000 $ 13,463,000 Seeee accompanying notes to consolidated financial statements38CEDAR REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)See accompanying notes to consolidated financial statements39CEDAR REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF EQUITYYears ended December 31, 2022, 2021 and 202040CEDAR REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF EQUITYYears ended December 31, 2022, 2021 and 2020ContinuedSee accompanying notes to consolidated financial statements41CEDAR REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSSee accompanying notes to consolidated financial statements4220222023OrganizationCedar Realty Trust, Inc. (the “Company”)Organizationreal estate investment trust (“REIT”)REIT that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast.Cedar Realty Trustthe Operating 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 the Operating Partnership. Prior to consummationsubsidiaries) substantially all of the Transactions described below, the Operating Partnership had limited partners other than the Company, but their limited partnership interests in the Operating Partnership were canceled pursuant to the Merger Agreement, as described below.its assets. At December 31, 2022,2023, the Company, which is a subsidiary of WHLR, owned a 100.0% general and limited partnership100.0% interest in, and was the sole general partner of, the Operating Partnership and is a wholly-owned subsidiary of WHLR. announced that following its previously announced review of strategic alternatives, it had entered into definitive agreements for the sale of the Company and its assets in a series of related all-cash transactions. Specifically, on March 2, 2022, the Company and certain of its subsidiaries entered into an asset purchase and sale agreement (the “Assetthe Asset Purchase Agreement”)Agreement with DRA Fund X-B LLC and KPR Centers LLC (together with their respective designees, the “Grocery-Anchored Purchasers”)Grocery-Anchored Purchasers for the sale of a portfolio of 33 grocery-anchored shopping centers for cash (the “Grocery-Anchored Portfolio Sale”).cash. In addition, on March 2, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”)the Merger Agreement with WHLR and certain of its affiliates pursuant to which, following closing of the Grocery-Anchored Portfolio Sale, WHLR would acquireacquired the balance of the Company’sCompany's shopping center assets by way of an all-cash merger transaction (the “Merger”).The transactions contemplated by the Asset Purchase Agreement and the Merger Agreement are collectively referred to as the “Transactions”.transaction. The Transactions were unanimously approved by the Company’sCompany's former Board of Directors (the “Board”) and were approved by the Company’sCompany's common stockholders at a special meeting of stockholders held on May 27, 2022.$879$879 million, including the assumed debt. There were no material relationships among the Company, the Grocery-Anchored Purchasers, or any of their respective affiliates. On August 22, 2022, the Company completed the Merger. Each outstanding share of common stock of the Company and outstanding common unit of the Operating Partnership held by persons other than the Company immediately prior to the Merger were canceled and converted into the right to receive a cash payment of $9.48$9.48 per share or unit. As a result of the Merger, WHLR acquired all of the outstanding shares of the Company's common stock, which ceased to be publicly traded on the NYSE. The Company's outstanding 7.25%7.25% Series B Preferred Stock and 6.50%6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE. In addition, prior to consummation of the Merger, the Company's Board of Directors declared a special dividend on shares of the Company's outstanding common stock and OP Units of $19.52$19.52 per share, payable to holders of record of the Company's common stock and OP Units at the close of business on August 19, 2022.transactions discussed above,Transactions, the Company incurred transaction costs of $59.0$59.0 million for the year ended December 31, 2022, included in the accompanying consolidated statement of operations, of which $33.5$33.5 million relates to employee severance payments.Reverse Stock SplitOn November 25, 2020, the Company effected a 1-for-6.6 reverse stock split of the issued and outstanding shares of common stock. Each 6.6 shares of the Company's issued and outstanding common stock were combined into one share of the Company's common stock. The number of authorized shares and the par value of the common stock were not changed. In addition, the Company amended the Limited Partnership Agreement of our Operating Partnership to effect a corresponding reverse split of the partnership interests of43Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022the Operating Partnership. In accordance with accounting principles generally accepted in the United States (“GAAP”), all shares of common stock, restricted stock units, Operating Partnership Units (“OP Units”) and per share/unit information that are presented in this Form 10-K were adjusted to reflect the reverse split on a retroactive basis for all periods presented.(“VIEs”("VIEs") for which it is the primary beneficiary. Generally, a VIE is an entity with one or more of the following characteristics: (1) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) as a group, the holders of the equity investment at risk (a) lack the power through voting or similar rights to make decisions about the entity’sentity's activities that significantly impact the entity’sentity's performance, (b) have no obligation to absorb the expected losses of the entity, or (c) have no right to receive the expected residual returns of the entity, or (3) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’sentity's activities either involve, or are conducted on behalf of, an investor that has disproportionately fewer voting rights. A VIE is required to be consolidated by its primaryentity’sentity's economic performance, and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Significant judgments related to these determinations include estimates about the current values, performance of real estate held by these VIEs, and general market conditions.The Financial Accounting Standards Board (“FASB”) issued guidance which amended the consolidation requirements, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under the analysis, limitedwill beare considered variable interest entities unless the limited partners hold substantive kick-out rights or participating rights. The guidance was adopted on January 1, 2016. The Company had a 60%-owned joint venture originally formed to develop the project known as Crossroads II. ThisII, 60%-owned joint venture was consolidated as it was deemed to be a VIE and the Company was the primary beneficiary. The Company (1) guaranteed all related debt, (2) did not require its partners to fund additional capital requirements, (3) had an economic interest greater than its voting proportion and (4) directed the management activities that significantly impacted the performance of the joint venture. At December 31, 2021, this VIE owned real estate with a carrying value of $36.2 million and no mortgage loan payable.On June 28, 2022, the Company acquired the 40% minority ownership interest percentage in Crossroads II and the Company's ownership interest in Crossroads II was included in the Grocery-Anchored Portfolio Sale that occurred on July 7, 2022., with buildings being depreciated at the upper end of the range. Depreciation expense, net of discontinued operations, amounted to $8.5 million, $11.1$10.0 million and $15.2$8.5 million for 2022, 20212023 and 2020,2022, respectively. Expenditures for betterments that substantially extend the useful lives of the assets are capitalized. Expenditures for maintenance, repairs, and betterments that do not substantially prolong the normal useful life of an asset are charged to operations as incurred.asset’sasset's estimated useful life. A variety of costs are incurred in the development and leasing of a property, such as pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs, and other costs incurred during the period of development. After a determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Company ceases capitalization on the portions substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. The Company considers a construction project to be substantially completed and44Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022management’smanagement's determination of the fair values of these assets. In valuing an acquired property’sproperty's intangibles, factors considered by management include an estimate of carrying costs during the expected lease-up periods, such as real estate taxes, insurance, other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on its evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions, tenant improvements, legal and other related costs.above-marketabove market and below-marketbelow market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the differences between the contractual amounts to be received and management’smanagement's estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include consideration of the non-cancelable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below-marketbelow market rental renewal options are determined based on the Company’sCompany's experience and the relevant facts and circumstances that existed at the time of the acquisitions. The values of above-marketabove market leases are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of below-marketbelow market leases associated with the original non-cancelable lease terms are amortized to rental income over the terms of the respective non-cancelable lease periods. The portion of the values of the leases associated with below-marketbelow market renewal options that are likely of exercise are amortized to rental income over the respective renewal periods. The value of other intangible assets (including leasing commissions, tenant improvements, etc.) is amortized to expense over the applicable terms of the respective leases. If a lease were toinvestment’sinvestment's use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, capital expenditures, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value.“held"held for sale”sale" on the Company’sCompany's consolidated balance sheets at the time such determinations are made, on a prospective basis only.“held"held for sale”sale" based on finalestimated 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 less costs to sell for properties in the process of being sold, (2) estimated sales prices, less costs to sell, based on discounted cash flow analyses, if no contract amounts are being negotiated (see Note 4, Fair Value Measurements), or (3) with respect to land parcels, estimated sales prices, less costs to sell, based on comparable sales completed in the selected market areas. Prior to the Company’sCompany's determination to dispose of properties, which are subsequently reclassified to “held"held for sale”sale", the Company performedperforms recoverability analyses based on the estimated undiscounted cash flows that wereare expected to result from the real estate investments’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’Properties meeting the “held"held for sale”sale" criteria, such properties wereare written down to the lower of their carrying value and estimated fair values less costs to sell.45Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022“discontinued operations”"discontinued operations" only if the disposal represents a strategic shift that has, or will have, a major effect on the Company’sCompany's operations and financial results. The results of operations for those properties not meeting such criteria are reported in “continuing operations”"continuing operations" in the consolidated statements of operations.days, and include cash at a consolidated joint venture of $0.0 million and $0.2 million at December 31, 2022 and 2021, respectively.“restricted cash”"restricted cash" is generally available only for property-level requirements for which the reserves have been established. Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs and tenant security deposits.Company’sCompany's leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM”"CAM" expenses). This significantly reduces the Company’sCompany's exposure to increases in costs and operating expenses resulting from inflation or other outside factors. These reimbursements are considered nonlease components which the Company combines with the lease component. The Company calculates the tenant’stenant's share of operating costs by multiplying the total amount of the operating costs by the tenant's pro-rata percentage of square footage to total square footage of the property. The Company also receives monthly payments for these reimbursements from substantially all its tenants throughout the year. The Company recognizes tenant reimbursements as variable lease income.46Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022In November 2018,FASB clarified the existing accounting treatment relatinguncollectible portion of accrued rents and accounts receivable based upon customer credit-worthiness (including expected recovery of a claim with respect to receivables arising from operating leases, stating that such receivables are not within the scope of the expected credit loss standardany tenants in bankruptcy), historical bad debt levels, and that impairment of receivables arising from operating leases should be accounted for in accordance with the recently-adopted lease accounting standard. This required the Company, as of January 1, 2019, to review its existing lease portfolio to determine if all future lease payments are probable of collection and, if the Company determined that all future lease payments are not probable of collection, the Company will account for these leases on a cash basis. This required that allcurrent economic trends. All amounts that were historically recorded as bad debt expense, and previously included in operating expenses in the Company’sCompany's consolidated statement of operations, are now be recorded as a direct reduction of rental revenues. In accordance with this guidance, $4.1 million of rental revenue relating to certain leases that were no longer deemed probable of collection were not recorded as rental revenue for the year ended December 31, 2020. Of this amount, $0.7 million represented deferred rent receivables that were written-off for the year ended December 31, 2020. For the year ended December 31, 2021, $(0.2) million of rental revenue previously removed from rental revenue was recovered and recorded as rental revenue. Of this amount, there were no deferred rent receivables that were written-off for the year ended December 31, 2021. For the year ended December 31, 2022, there was no rental revenue relating to certain leases that were no longer deemed probable of collection. $(0.3) million of deferred rent receivables that were previously written-off were recovered for the year ended December 31, 2022. The allowance for doubtful accounts was $2.0 million and $1.0 million at December 31, 2022 and 2021, respectively. The provision for doubtful accounts (included in operating, maintenance and management expenses) was $(0.3) million, $(0.6) million and $(3.9) million in 2022, 2021 and 2020, respectively.Company’sCompany's primary business is the ownership and operation of grocery-anchored shopping centers. The Company reviews operating and financial information for each property on an individual basis and, accordingly, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, which consists of rental income and other property income, less operating expenses and real estate taxes. For the year ended December 31, 2022, one property constitutes approximately 15.8% of the Company's revenues and no other individual property constitutes more than 10% of the Company’s revenues or property operating income. The Company has no operations outside of the United States of America. Therefore, the Company has aggregated its properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas,similar markets, and have similar tenant mixes.accruedother liabilities on the Company's consolidated balance sheets.(“ROU”("ROU") assets represent the right to use an underlying asset for the lease term and the lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets include any lease payments made and excludes lease47Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022elects the practical expedient to combinecombines lease and associated nonlease components. The lease components are the majority of its leasing arrangements and the Company accounts for the combined component as an operating lease. In the event the Company modifies existing ground leases or enters into new ground leases, such leases may be classified as finance leases. the Company's strategic alternatives process, including the Grocery-Anchored Portfolio Sale and the Merger, were expensed as incurred.(“REIT”("REIT") under the Internal Revenue Code of 1986, as amended (the “Code”).Code. A REIT will generally not be subject to federal income taxation on that portion of its income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of such REIT taxable income to its stockholders and complies with certain other requirements. As of December 31, 2022,2023, the Company was in compliance with all REIT requirements.its merger with WHLR,the Merger, the Company occasionally utilized derivative financial instruments, principally interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company had established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments had to be effective in reducing the Company’sCompany's interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction were modified, or when the underlying hedged item ceased to exist, all changes in the fair value of the instrument were marked-to-market with changes in value included in net income for each period until the derivative financial instrument matured or was settled. Any derivative financial instrument used for risk management that did not meet the hedging criteria was marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes.Company’sCompany's shareholders approved the 2017 Stock Incentive Plan (the “2017 Plan”"2017 Plan"), which replaced the Company’sCompany's 2012 Stock Incentive Plan (the “2012 Plan”"2012 Plan"). As of the effective date of the 2017 Plan, the Company may not grant any further awards under the 2012 Plan. The 2017 Plan establishes the procedures for the granting of, among other things, restricted stock awards. On May 1, 2019, the Company’sCompany's shareholders approved an amendment to the 2017 Plan, which increased the maximum number of shares of the Company’sCompany's common stock that may be issued pursuant to the 2017 Plan by 303,000 shares, to a new total of 909,000 shares (see Note 14, Share-Based Compensation), and the maximum number of shares that may be granted to a participant in any calendar year may not exceed 76,000.76,000. All grants issued pursuant to the 2017 Plan generally vest (1) at the end of designated timeCompany’sCompany's common stock at the date of grant. For performance-based grants, the Company generally engages an independent appraisal company to determine the value of the shares at the date of grant, taking into account the underlying contingency risks associated with the performance criteria. The value of all grants are being expensed on a straight-line basis over their respective vesting periods (irrespective of achievement of the market performance-based grants) adjusted, as applicable, for forfeitures. For restricted share grants subject to graded vesting, the amounts expensed are at least equal to the measured expense of each vested tranche. Based on the terms of the 2017 Plan, those grants of restricted48Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022Company’sCompany's consolidated balance sheet. The 2017 Plan was terminated in connection with the merger with WHLR.Years ended December 31, 2023 2022 Supplemental disclosure of cash activities: Cash paid for interest $ 7,495,000 $ 14,344,000 Supplemental disclosure of non-cash activities: Capitalization of interest and financing costs — 1,035,000 Buildings and improvements included in accounts payable, accrued expenses, and other liabilities 136,000 1,463,000 Payoff of mortgages through mortgage assumptions — 157,925,000 and Adopted Accounting PronouncementsJune 2016,November 2023, the FASBFinancial Accounting Standards Board ("FASB") issued guidance which enhances the methodologyrequires disclosure of measuring expected credit losses to include the use of forward-lookingincremental segment information to better calculate credit loss estimates. The guidance will apply to most financial assets measured at amortized coston both an annual and certain other instruments, including accounts receivable, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures.interim basis. The guidance will require that the Company estimatecontinue to disclose existing segment information required by FASB Accounting Standards Codification Topic 280, as well as significant segment expenses and other segment items that are regularly provided to the lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected.chief operating decision maker ("CODM"). The Company will also be required to disclose information aboutthe title and position of the CODM and how it developed the allowances, including changesCODM uses reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The guidance will be effective for the Company's fiscal year beginning on January 1, 2024 and interim periods within the Company's fiscal year beginning on January 1, 2025. The Company is currently in the factors that influencedprocess of evaluating the Company’s estimate of expected credit losses and the reasons for those changes. In November 2018, the FASB issued guidance, to clarify that operating lease receivables, including straight-line rent receivables recorded by lessors are explicitly excluded from the scope of the June 2016 guidance. The guidance was effective January 1, 2020, andbut does not believe it did notwill have a material effect on the Company’sCompany's consolidated financial statements.“Joint Venture”"Joint Venture") for the construction of an approximately 258,000 square foot six-story commercial building in Washington, D.C. consisting of approximately 240,000 square feet of office space which is 100%100% leased to the Washington, D.C., Department of General Services (“DGS”) for its headquarters and approximately 18,000 square feet of street-level retail. The term of the lease with DGS is for 20 years and 10 months, to commence upon substantial completion and delivery to the DGS. The Company sold approximately $8.0 million of development costs to the Joint Venture as part of its formation on May 5, 2021.$4.8$4.8 million of capital to the Joint Venture through its tenure.the 40%a 40% minority ownership percentage in the Crossroads II joint venture for $1.0$1.0 million. The Company's ownership interest in Crossroads II was included in the Grocery-Anchored Portfolio Sale that occurred on July 7, 2022.2021 AcquisitionOn October 14, 2021, the Company purchased the 60% minority ownership in the Patuxent Crossing joint venture, located in California, Maryland. The purchase price for the minority ownership was $0.3 million.4920222022, 20212023 and 2020,2022, the Company sold the properties listed below:Property Location Date
SoldSales
PriceGain on Sale/
Impairment2023 Carll's Corner outparcel building Bridgeton, NJ 7/11/2023 $ 3,000,000 $ 2,662,000 2022 Riverview Plaza Philadelphia, PA 5/16/2022 $ 34,000,000 $ (361,000) $9.4$9.4 million for the year ended December 31, 2022 also include those related to the Company's investmentthen-investment in the unconsolidated joint venture and the notethen-note receivable associated with Senator Square. These impairments are included in operating loss in the accompanying consolidated statement of operations.Impairments of $58.5 million for the year ended December 31, 2021 relate to the Company's dual-track strategic alternatives process required upon classification as held for sale. These impairments are included in operating loss in the accompanying consolidated statement of operations.The Company recorded impairment charges of $7.2 million relating to Metro Square during 2020, which are included in continuing operations in the accompanying consolidated statements of operations.Real Estate Held for SaleAs of December 31, 2022, there were no properties classified as “real estate held for sale” on the accompanying consolidated balance sheet. As of December 31, 2021, Carll’s Corner, located in Bridgeton, New Jersey, and Riverview Plaza, located in Philadelphia, Pennsylvania, along with the properties that were part of the Grocery-Anchored Portfolio Sale and the East River Park and Senator Square redevelopment asset sales, were classified as “real estate held for sale” on the accompanying consolidated balance.As of December 31, 2022 and 2021, real estate held for sale consists of the following:During 2021, the Company recorded a (1) reversal of impairment charges of $1.8 million for The Commons, located in Dubois, Pennsylvania, and (2) recorded, as part of the dual-track strategic alternatives process, impairment charges of $9.3 million. In addition, the Company recorded impairment charges of $0.4 million for The Commons in 2020. These impairment charges were included in continuing operations in the accompanying consolidated statement of operations.50Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022$879$879 million, including the assumed debt. The assets sold in these transactions are:were: representsrepresented a strategic shift and hashad a material effect on the Company’sCompany's operations and financial results, and, therefore, the Company determined that it iswas deemed a discontinued operation. Accordingly, the portfolio of 33 grocery-anchored shopping centers have beenwere classified as held for sale and the results of their operations have beenwere classified as discontinued operations retrospectively for all periods presented herein.in 2022.2022(loss) from discontinued operations:Years ended December 31, 2023 2022 REVENUES Rental revenues $ — $ 44,130,000 Other revenues — 184,000 Total revenues — 44,314,000 EXPENSES Operating, maintenance and management — 9,557,000 Real estate and other property-related taxes — 6,749,000 Corporate general and administrative — 469,000 Depreciation and amortization — 9,726,000 Total expenses — 26,501,000 OPERATING INCOME — 17,813,000 NON-OPERATING INCOME AND EXPENSES Interest expense, net — (3,511,000) Total non-operating income and expenses — (3,511,000) INCOME FROM DISCONTINUED OPERATIONS — 14,302,000 Impairment charges — (16,629,000) Gain on sales — 125,500,000 TOTAL INCOME FROM DISCONTINUED OPERATIONS $ — $ 123,173,000 operationsoperating activities from discontinued operations was $25.9 million, $48.3$0.0 million and $39.7$25.9 million for the years ended December 31, 2022, 20212023 and 2020,2022, respectively. Net cash provided by (used in) investing activities from discontinued operations was $651.5 million, $(21.2)$0.0 million and $(23.4)$651.5 million for the years ended December 31, 2023 and 2022, 2021 and 2020, respectively.accruedother liabilities, and variable-rate debt approximate their fair value due to their terms and/or short-term nature. The fair value of the Company’sCompany's investments and liabilities related to deferred compensation were determined to be Level 1 within the valuation hierarchy, and were based on independent values provided by financial institutions.Company’sCompany's fixed rate mortgage loan wassecured term 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 December 31, 2022, the Company's fixed rate mortgage loan payable was paid off. As of December 31, 2021, the fair value of the Company’s fixed rate mortgage loan payable, which was determined to be Level 3 within the valuation hierarchy, was $159.0 million2023 and the carrying value of such loan, was $156.8 million. As of December 31, 2022, the fair value of the Company’sCompany's fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, was $131.8$131.4 million and $131.8 million, respectively, and the carrying value of such loans, was $131.5 million. As of December 31, 2021, the aggregate fair values of the Company’s unsecured revolving credit facility$140.5 million and unsecured term loans approximated the carrying values. In addition, the fair values of the Company’s mortgage note receivable and finance lease obligation, which were determined to be Level 3 within the valuation hierarchy, approximated their carrying values as of December 31,52Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 20222021. The Company did not have the unsecured revolving credit facility, mortgage note receivable and finance lease obligation as of December 31, 2022.The interest rate swaps were terminated as part of the Grocery-Anchored Portfolio Sale. The valuations 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 December 31, 2021, 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”.The following table showshierarchy for those assets measured at fair value on a recurring basis as ofyear ended December 31, 2021:(a)Included2022, the Company recorded impairments of $9.4 million related to Riverview Plaza, located in other assetsPhiladelphia, Pennsylvania, which was sold that same year, and deferred charges, net,the Company's then-investment in the accompanying consolidated balance sheets.(b)Includedunconsolidated joint venture and the then-note receivable associated with Senator Square located in accounts payable and accrued liabilitiesWashington D.C., both of which assets were sold in the accompanying consolidated balance sheets.In connection with the dual-track strategic alternatives process, it was determined that certain of the Company’s operating properties would be sold significantly prior to the end of their previously estimated hold periods. As of December 31, 2021, the Company tested the recoverability of real estate held for use and, as a result of the carrying amount of the assets not being deemed recoverable and exceeding their fair value as measured on an asset by asset basis, recorded $58.5 million in impairment charges.Grocery-Anchored Portfolio Sale. These charges are included in impairment charges in the consolidated statement of operations. Such assets have an aggregate fair value of $84.8 million as of December 31, 2021. The fair value of the assets was determined to be Level 2.As Such assets have an aggregate fair value of $0.0 million as of December 31, 2021, real estate held for sale on the consolidated balance sheet consisted of thirty seven retail properties, totaling $757.0 million, which were determined to be Level 2 assets under the hierarchy, for which the carrying values were below their fair values. During 2021, the Company recorded an impairment of $43.3 million, which is included in impairment charges in the consolidated statement of operations.53Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022 properties held for sale and properties included in discontinued operations, there were no tenants that accounted for an aggregate of more than 10% of the Company’sCompany's total revenues during 2022, 20212023 and 2020.Excluding2022.held for sale,constitute approximately 90.4% of the Company’sCompany's property operating income in the aggregate.Company’sCompany's properties are located in Pennsylvania).20222023 and 20212022 are composed of the following:December 31, 2023 2022 Rents and other receivables, net $ 1,894,000 $ 2,904,000 Straight-line rents, net 4,463,000 3,231,000 $ 6,357,000 $ 6,135,000 2022Deferred Charges, NetOtherother assets, and deferred charges, net, at December 31, 20222023 and 20212022 are composed of the following:(a) December 31, 2023 2022 Lease origination costs $ 5,501,000 $ 4,747,000 Right-of-use assets 2,059,000 2,062,000 Prepaid expenses 1,504,000 1,029,000 Other 77,000 86,000 Total other assets and deferred charges, net $ 9,141,000 $ 7,924,000 Lease origination costs include the unamortized balance of intangible lease assets resulting from purchase accounting allocations of $0.1 million (cost of $1.8 million and accumulated amortization of $1.7 million) and $0.1 million (cost of $3.1 million and accumulated amortization of $3.0 million) as of December 31, 2022 and 2021, respectively.chargescosts are amortized over the terms of the related agreements. Amortization expense related to deferred charges (including amortization of deferred financing costs, included in non-operating income and expense), net of discontinued operations, amounted to $7.2 million, $2.4$1.0 million and $2.6$1.1 million for 2022, 2021,2023 and 2020,2022, respectively. The unamortized balances of deferred lease origination costs is net of accumulated amortization of $10.6$10.7 million and $10.6 million at December 31, 2022.2023 and 2022, respectively. Deferred lease origination costs will be charged to future operations as follows: Lease
origination
costs2028 2022Mortgage Loans Payable, and Credit Facilitiesand finance lease obligations areis composed of the following at December 31, 20222023 and 20212022 and collateralized by 1213 properties at December 31, 2022:(a)The mortgages for these2023 and 12 properties were cross-collateralized.(b)The revolving credit facility was subject to twoone-year extensions at the Company’s option.(c)The interest rates on these term loans consisted of LIBOR plus a credit spread based on the Company’s leverage ratio, for which the Company had interest rate swap agreements which converted the LIBOR rates to fixed rates. Accordingly, these term loans are presented as fixed-rate debt.The finance lease obligation was part of the Grocery-Anchored Portfolio Sale and had a zero balance at December 31, 2022.Mortgage Loans Payable December 31, 2023 December 31, 2022 Description Maturity
datesContractual
interest rates
weighted-averageContractual
interest rates
weighted-averageFixed-rate secured term loans: Timpany Plaza Sep 2028 $ 9,060,000 7.3% $ — n/a Term loan, 10 properties Nov 2032 110,000,000 5.3% 110,000,000 5.3% Patuxent Crossing/Coliseum Marketplace Jan 2033 25,000,000 6.4% 25,000,000 6.4% 144,060,000 5.6% 135,000,000 5.5% Unamortized issuance costs (3,566,000) (3,538,000) $ 140,494,000 $ 131,462,000 May 5, 2021, the Company closed a non-recourse mortgage for $114.0 million. The mortgage matures June 1, 2031, bears interest at a fixed-rate of 3.49% and requires payment of interest-only for the first five years followed by payments of principal and interest based on thirty-year amortization for the remainder of the term. The loan is secured by five shopping centers consisting of Lawndale Plaza, The Shops at Suffolk Downs, Christina Crossing, Trexlertown Plaza, and The Point. These properties had no pre-existing debt and the proceeds from this new loan were used to reduce amounts outstanding under the Company’s revolving credit facility. The mortgage loans payable were assumed by the Grocery-Anchored Purchasers,July 11, 2022, in connection with the Grocery-Anchored Portfolio Sale.Unsecured Revolving Credit Facility and Term LoansOn August 30, 2021,Sale, the Company amended itsCompany's then-existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the new unsecured revolving credit facility was $185 million with an expiration in August 2024. The unsecured56Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022revolving credit facility was able to be extended, at the Company’s option for two additional one-year periods, subject to customary conditions. Interest on the borrowings under the new unsecured revolving credit facility component could range from LIBOR plus 135 bps to 195 bps (150 bps at June 30, 2022, prior to its pay off, as discussed below), based on the Company’s leverage ratio. The Company extended its $50 million term loan four years with an expiration in August 2026.Although the credit facility was unsecured, borrowing availability was based on unencumbered property adjusted net operating income for the trailing twelve months, as defined in the agreements. The unsecured revolving credit facility and term loans were paid off and terminated, on July 11, 2022, in connection withand the then-existing mortgage loans payable were assumed by the Grocery-Anchored Portfolio Sale.a loan agreement withthe KeyBank National AssociationCredit Agreement for $130.0$130.0 million (the “KeyBank Credit Agreement”). The interest rate on this term loan consisted of the term Secured Overnight Financing Rate plus 0.10% plus an applicable margin of 2.5% through February 2023, at which time increases to 4.0% and was collateralized by all of the Company's remaining 19 properties following the Transactions. As of December 31, 2022, the KeyBank Credit Agreement was repaid with the proceeds from the GuggenheimTerm Loan Agreement, 10 properties and CitiPatuxent Crossing/Coliseum Marketplace Loan Agreement.Secured Loansa term loan agreement with Guggenheim Real Estate, LLCthe Term Loan Agreement, 10 properties for $110.0$110.0 million at a fixed rate of 5.25%5.25% with interest-only payments due monthly (“Guggenheim Loan Agreement”).monthly. Wheeler REIT, L.P. provided a limited recourse indemnity in connection with such loan. Commencing on December 10, 2027, until the maturity date of November 10, 2032,, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time. The GuggenheimTerm Loan Agreement, includes certain financial covenants. The Guggenheim Loan Agreement10 properties is collateralized by 10 properties, consisting of Brickyard Plaza, Fairview Commons, Gold Star Plaza, Golden Triangle, Hamburg Square, Pine Grove Plaza, Southington Center, Trexler Mall, Washington Center and Webster Commons, and proceeds were used to paydown the Company’sCompany's KeyBank Credit Agreement.a term loan agreement with Citi Real Estate Funding Inc. (“Citithe Patuxent Crossing/Coliseum Marketplace Loan Agreement”)Agreement for $25.0$25.0 million at a fixed rate of 6.35%6.35% with interest-only payments due monthly through maturity on January 6, 2033.2033. The CitiPatuxent Crossing/Coliseum Marketplace Loan Agreement is collateralized by 2 properties, consisting of Patuxent Crossing and Coliseum Marketplace, and proceeds were used to satisfy the remaining obligation of the KeyBank Credit Agreement and released the remaining collateral under that agreement.2022,2023, due on various dates from 20322024 to 2033, are as follows:2024 $ 74,000 2025 306,000 2026 329,000 2027 481,000 2028 9,456,000 Thereafter 133,414,000 $ 144,060,000 were terminated as part of the Grocery-Anchored Portfolio Sale for a $3.4$3.4 million benefit, which is included in interest expense, net on the consolidated statement of operations for the year ended December 31, 2022. The fair values of the interest rate swaps applicable to the unsecured term loans discussed above are included in accounts payable and accrued liabilities on the consolidated balance sheet at December 31, 2021. Charges and/or credits relating to the changes in the fair value of the interest rate swaps arewere made to accumulated other comprehensive income (loss), noncontrolling interests (minority interests in consolidated joint ventures andloss, limited partners’ interest),partners' interest, or operations (included in interest expense), as applicable. Over time, the unrealized gains and57Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022will bewere reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affectaffected earnings.The following is a summary of the derivative financial instruments held by the Company at December 31, 2021:The notional values of the interest rate swaps held by the Company at December 31, 2021 were $300.0 million.Company’sCompany's derivative financial instruments on the consolidated statements of operations and the consolidated statements of equity for the years ended 2023 and 2022, 2021 and 2020, respectively:Gain recognized in other
comprehensive income (loss)
(effective portion)Designation/
Cash flowYears ended December 31, 2023 2022 Qualifying Interest rate swaps $ — $ 6,001,000 (Loss) recognized in other
comprehensive income (loss)
reclassified into earnings (effective portion) Years ended December 31, Classification 2023 2022 Continuing Operations $ — $ (2,320,000) below-marketbelow market leases amounted to $3.1$2.7 million and $5.4$3.1 million at December 31, 20222023 and December 31, 2021,2022, respectively. Unamortized intangible lease assets that relate to above-marketabove market leases amounted to $0.1$0.0 million and $0.1$0.1 million at December 31, 20222023 and December 31, 2021,2022, respectively.20222023 is net of accumulated amortization of $42.9$43.3 million, and will be credited to future operations as follows:2024 $ 257,000 2025 243,000 2026 243,000 2027 243,000 2028 243,000 Thereafter 1,426,000 $ 2,655,000 2022,2023, the Company’sCompany's weighted average remaining lease term is approximately 49.047.8 years and the weighted average discount rate used to calculate the Company’sCompany's lease liability is approximately 8.6%8.6%. Rent expense under the Company’sCompany's ground lease and executive office lease agreements was approximately $0.3 million, $0.5$0.2 million and $0.8$0.3 million for 2023 and 2022, 2021 and 2020, respectively.58Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022Company’sCompany's undiscounted future minimum lease payments for its ground lease and executive office lease agreements applicable to lease liabilities as of December 31, 2022:2024 $ 179,000 2025 179,000 2026 179,000 2027 179,000 2028 179,000 Thereafter 7,673,000 Total undiscounted future minimum lease payments 8,568,000 Future minimum lease payments, discount (6,509,000) Lease liabilities $ 2,059,000 directors’directors', officers’officers', entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers. The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry practice; however, its insurance coverage may not be sufficient to fully cover its losses.Under various federal, state,local laws, ordinances,removal of hazardous materials in buildings, and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances, or petroleum product releases, at its properties. The owner may be liable to governmental entities or to third parties for property damage, and for investigation and cleanup costs incurred by such parties in connection with any contamination. Generally,if the Company’s tenants mustCompany does not comply with environmentalsuch laws, and meet any remediation requirements. In addition, leases typically impose obligations on tenants to indemnify the Company from any compliance costs the Company may incur as a result of environmental conditions on the property caused by the tenant. However, if a lease does not require compliance, or if a tenant fails to or cannot comply,it could face fines for such noncompliance. Also, the Company could be forcedliable to paythird parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in its buildings, and the Company could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in its buildings. In addition, some of the Company's tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject the Company or its tenants tocosts. Managementactivities. Environmental liabilities could affect a tenant's ability to make rental payments to the Company, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect the Company's operations. The Company is unawarenot aware of any material contingent liabilities, regulatory matters or environmental matters that would have a material impact on the Company’s consolidated financial statements.5, 2022, a purported stockholder of the Company filed a complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the Eastern District of New York, entitled Stein v. Cedar Realty Trust, Inc. et. al., Civil Action No. 22-cv-1944. On April 6, 2022, another purported stockholder of the Company filed a complaint against the Company and the former Board of Directors in the United States District Court for the Eastern District of New York, entitled Wang v. Cedar Realty Trust, Inc. et. al., Civil Action No. 22-cv-1975. On April 18, 2022, another purported stockholder of the Company filed a complaint against the Company and the former Board of Directors in the United States District Court for the Eastern District of New York, entitled Whitfield v. Cedar Realty Trust, Inc. et. al., Civil Action No. 22-cv-02204. Also on April 18, 2022, a purported stockholder of the Company filed a complaint against the Company and the former Board of Directors in the United States District Court for the Eastern District of Pennsylvania, entitled Waterman v. Cedar Realty Trust, Inc. et. al., Civil Action No. 22-cv-01489. On April 22, 2022, a purported stockholder of the Company filed a complaint against the Company and the former Board of Directors in the United States District Court for the Eastern District of New York, entitled Thornburgh v. Cedar Realty Trust, Inc. et. al., Civil Action No. 22-cv-02304. In each action, the complaint alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in connection with the proposed Transactions. The complaints generally allege that the preliminary proxy statement on Schedule 14A filed by the Company59Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022with the SEC on April 5, 2022 omitted material information regarding financial projections, the financial analysis conducted by JLL Securities in connection with its fairness opinion, conflicts of interest on behalf of JLL Securities and BofA Securities, and the terms of BofA Securities’ engagement. The complaints sought, among other things, an injunction preventing the consummation of the Transactions, or, in the event the Transactions are consummated, damages resulting from Defendants’ alleged violations of the Exchange Act. The lawsuits were each voluntarily dismissed in July, August or September 2022.On April 8, 2022, several purported holders of the Company’sCompany's outstanding preferred stock filed a putative class action complaint against the Company, the Board of Directors prior to the Merger, and WHLR in Montgomery County Circuit Court, Maryland entitled Sydney, et al. v. Cedar Realty Trust, Inc., et al., (Case No. C-15-CV-22-001527). The original complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock, breach of fiduciary duty, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. The original complaint sought, among other things, a declaration that holders of the Company’s preferred stock are entitled to a liquidation preference as set forth in the articles supplementary governing the terms of the Company’s preferred stock, compensatory damages, and an injunction enjoining the merger with WHLR, and an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of any of the Transactions pending a determination of the merits of Plaintiffs’ claims.On May 6, 2022, Plaintiffs in the Sydney action filed an amended complaint. The amended complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock and breach of fiduciary duty, and, against WHLR, tortious interference and aiding and abetting breach of fiduciary duty. The Sydney amended complaint sought, among other things, (i) a declaration that holders of the Company’s preferred stock are entitled to exercise either their liquidation rights or conversion rights as set forth in the articles supplementary, (ii) compensatory damages, (iii) an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of the Grocery-Anchored Portfolio Sale, and (iv) an injunction enjoining the merger with WHLR. On May 6, 2022, the Plaintiffs in Sydney filed a motion for a preliminary injunction to temporarily enjoin, until the final resolution of the litigation (i) the distribution of the gross proceeds from the Grocery-Anchored Portfolio Sale to the common stockholders, (ii) the closing of the merger with WHLR, and (iii) the imposition of a constructive trust over the gross proceeds from both the Grocery Anchored Portfolio Sale and the merger with WHLR.injunction. Also on May, 6, 2022, a purported holder of the Company’sCompany's outstanding preferred stock filed a separate putative class action complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the District of Maryland, entitled Kim v. Cedar Realty Trust, Inc., et al., Civil Action No. 22-cv-01103. The original complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, claims for declaratory and injunctive relief with respect to the articles supplementary governing the terms of the Company’s preferred stock and breach of fiduciary duty. On May 11, 2022, the Company, the former Board of Directors of the Company and WHLR removed the Sydney action to the United States District Court for the District of Maryland, Case No. 8:22-cv-01142-GLR. On May 16, 2022, the court ordered that a hearing on the Sydney Plaintiffs’ Plaintiffs' motion for preliminary injunction will be held on June 22, 2022. On June 2, 2022, the Plaintiffs in Kim also filed a motion for a preliminary injunction (i) to require that the Company provide preferred shareholders with a vote to approve the Grocery-Anchored Portfolio Sale and the Merger, and (ii) requiring Cedar disclose to preferred shareholders that the Grocery-Anchored Portfolio Sale and Merger entitled the preferred stockholders to exercise their change of control conversion right.injunction. The court agreed to consolidateconsolidated the Kim Plaintiffs’ motionmotions for preliminary injunction with the Sydney Plaintiffs’ motion for preliminary injunction, and to hear arguments on both motions at the hearing on June 22, 2022.injunction. on both the Sydney and Kim motions for preliminary injunction, the court issued an order denying both motions for preliminary injunction, holding that the Plaintiffs in both cases were unlikely to succeed on the merits of any of their contractual or fiduciary duty claims, and that Plaintiffs had not established that they would suffer irreparable harm if the injunction was denied.Courtcourt consolidated the Sydney and Kim cases and set an August 24, 2022 deadline for the Plaintiffs in both cases to file a consolidated amended complaint. Plaintiffs filed their amended complaint on August 24, 2022,2022. The amended complaint alleges on behalf of a putative class of holders of the Company's preferred stock, among other things, claims for breach of contract against the Company and onthe former Board of Directors with respect to the articles supplementary governing the terms of the Company's preferred stock, breach of fiduciary duty against the former Board of Directors, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. On October 7, 2022, Defendants moved to dismiss the amended complaint. Plaintiffs filed their opposition toopposed the motion to dismiss on November 21, 2022 and Defendants filed a reply brief in supportmotion to certify a question of theirlaw to Maryland's Supreme Court. On August 1, 2023, the court issued a decision and order granting Defendants' motions to dismiss, on December 21, 2022. On February 2, 2023, Plaintiffs filed awithout leave to amend, and denying Plaintiffs' motion to certify a question of law to the Maryland Supreme Court. The Plaintiffs appealed the dismissal to the United States Court and Defendants’ opposition to Plaintiff's motion was filedof Appeals for the Fourth Circuit, Case No. 23-1905, docketed on February 24,August 30, 2023. The appeal has been fully briefed. At this juncture, the outcome of the litigation isremains uncertain.60Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022August 12, 2022, Defendants requested permission to file aSeptember 25, 2023, the Court granted Defendants' motion to dismiss the complaint with prejudice, and the time within which the Plaintiff responded to Defendants’ request on September 7, 2022. The court granted Defendants’ request to file a motion to dismiss on October 25, 2022. Defendants served their motion to dismiss on December 23, 2022, which Plaintiff opposed on January 27, 2023. Defendants filed a reply brief on the motion to dismiss on February 17, 2023. At this juncture, the outcome of the litigation is uncertain.could have appealed such decision has passed. claims for breach of contract with respect to the articles supplementary governing the terms of the Company's preferred stock, breach of fiduciary duty against thethings,relief, an award of monetary damages, attorneys' fees, and expert fees. The Defendants removedfiled motions in the case to a federal court on November 14, 2022. On December 14, 2022, Plaintiff moved to remand the case, Defendants opposed Plaintiff's remand motion on December 28, 2022, and Plaintiff filed a reply brief in support of his remand motion on January 4, 2023. Defendants' deadline to answer, moveNassau County action to dismiss or otherwise respond tostay the complaint is 30 days after a rulingcase based both on Plaintiff's remand motion. At this juncture, the outcomependency of the litigation is uncertain.lawsuit in Maryland in which the same claims were asserted by other preferred stockholders and on the merits. The court held a hearing on the motions on October 27, 2023, and on December 4, 2023 granted the motions to dismiss based on the pendency of the lawsuit in Maryland without addressing the merits.Shareholders’Shareholders' EquityCompany’s 7.25%Company's 7.25% Series B Cumulative Redeemable Preferred Stock “"Series B Preferred Stock”Stock" has no stated maturity, is not convertible into any other security of the Company, and is redeemable, in whole or in part, at the Company’sCompany's option beginning May 22, 2017 at a price of $25.00$25.00 per share plus accrued and unpaid distributions.Company’s 6.50%Company's 6.50% Series C Cumulative Redeemable Preferred Stock “"Series C Preferred Stock”Stock" has no stated maturity, is not convertible into any other security of the Company, and is redeemable at the Company’sCompany's option beginning August 24, 2022 at a price of $25.00$25.00 per share plus accrued and unpaid distributions.Company’sCompany's preferred stock:Series B
Preferred StockSeries C
Preferred StockPar value $ 0.01 $ 0.01 Liquidation value $ 25.00 $ 25.00 December 31, 2023 December 31, 2022 Series B
Preferred StockSeries C
Preferred StockSeries B
Preferred StockSeries C
Preferred StockShares authorized 6,050,000 6,450,000 6,050,000 6,450,000 Shares issued and outstanding 1,450,000 5,000,000 1,450,000 5,000,000 Balance $ 34,767,000 $ 124,774,000 $ 34,767,000 $ 124,774,000 On November 25, 2020, the Company effected a 1-for-6.6 reverse stock split of the issued and outstanding shares of common stock. Each 6.6 shares of the Company's issued and outstanding common stock were combined into one share of the Company's common stock. The number of authorized shares and the par value of the common stock were not changed. In addition, the Company amended the Limited Partnership Agreement of our Operating Partnership to effect a corresponding reverse split of the partnership interests of the Operating Partnership. In accordance with GAAP, all shares of common stock, restricted stock units, OP Units and per share/unit information that are presented in this Form 10-K were adjusted to reflect the reverse split on a retroactive basis for all periods presented.(“DRIP”("DRIP") which offered a convenient method for shareholders to invest cash dividends and/or make optional cash payments to purchase shares of the Company’sCompany's common stock. Such61Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022100%100% of market value. There were no significant transactions under the DRIP during 2022, 2021 and 2020.2022. At December 31, 2022, there were no shares authorized under the DRIP since the DRIP was terminated in connection with the Transactions. Years ended December 31, 2023 2022 Common stock $ — $ 19.586 7.25% Series B Preferred Stock $ 1.813 $ 1.813 6.50% Series C Preferred Stock $ 1.625 $ 1.625 $19.52$19.52 per share, payable to holders of record of the Company’sCompany's common stock at the close of business on August 19, 2022.$9.48$9.48 per share on shares of the Company’sCompany's outstanding common stock.20222023 and 2021,2022, there were $1.2$1.2 million and $1.2$1.2 million, respectively, of accrued preferred stock dividends.On January 20, 2023, the Company’s Board of Directors declared a dividend of $0.453125 and $0.406250 per share with respect to the Company’s Series B Preferred Stock and Series C Preferred Stock, respectively. The distributions are payable on February 20, 2023 to shareholders of record on February 10, 2023.2022, 20212023 and 2020,2022, respectively, are comprised of the following:On January 31, 2020, the Company agreed to a cash payment in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration at Metro Square. As a result of this termination, revenues for 2020, included approximately $7.1 million of other income.Years ended December 31, 2023 2022 Base rents $ 23,902,000 $ 23,997,000 Expense recoveries - variable lease revenue 7,705,000 8,001,000 Percentage rent - variable lease revenue 479,000 531,000 Straight-line rents 854,000 77,000 Above (below) market lease amortization, net 336,000 896,000 33,276,000 33,502,000 Credit adjustments on operating lease receivables 711,000 (539,000) Total rental revenues $ 33,987,000 $ 32,963,000 tenant’stenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental income. The Company’sCompany's review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. The Company identified various tenants where collection was no longer considered probable, and therefore, during the years ended December 31, 2022 and 2021, respectively, $0.6 million and $0.2 million of billed charges, consisting of rent and tenant reimbursements, were unpaid. Based on the Company’s determination to record revenue on a cash basis for these tenants, these amounts were not recorded as revenue.62Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 202220222023 are approximately as follows:2024 $ 24,680,000 2025 24,042,000 2026 22,237,000 2027 20,212,000 2028 15,329,000 Thereafter 51,420,000 $ 157,920,000 tenants’tenants' sales volume. Such amounts do not include amortization of intangible lease liabilities.“Plan”"Plan"), which permitted all eligible employees to defer a portion of their compensation under the Code. Pursuant to the provisions of the Plan, the Company could make discretionary contributions on behalf of eligible employees. The Company made contributions to the Plan of $145,000, $327,000, and $375,000$145,000 for 2022, 2021, and 2020, respectively.2022. The Plan was terminated as a result of the Company's merger with WHLR.2021, and 2020, respectively: Years ended December 31, 2023 2022 Expense relating to share/unit grants $ — $ 1,662,000 Amounts capitalized — (54,000) Total charged to operations $ — $ 1,608,000 merger with WHLR.$26.31$26.31 per share. During 2021, there were 149,000 time-based restricted shares issued with a weighted average grant date fair value of $11.98 per share. During 2020, there were 63,000 time-based restricted shares issued, with a weighted average grant date fair value of $17.48 per share.valuesvalue of shares vested during 2022 2021, and 2020 were $11.9 million, $6.0 million, and $0.9 million, respectively.Company’sCompany's then-President and CEO was granted a market performance-based equity award of 227,272 restricted stock units (“RSUs”("RSUs") and 227,272 dividend equivalent rights (“DERs”("DERs") of the Company. Each RSU represents a contingent right to receive one share of common stock if certain market performance criteria are achieved. Each DER accrues and will be deemed63Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022Company’sCompany's common stock for which payment will only be made for the portion of the market performance-based equity award that are earned and vest. During the three years ending June 15, 2021 (the “Interim"Interim Performance Period”Period"), a maximum of 113,636 shares were earned. Any portion of the market performance-based equity award that was not earned as of the end of the Interim Performance Period willwas to be carried forward for calculation for the five years ending June 15, 2023 (the “Full"Full Performance Period”Period"). The percentage of the market performance-based equity award to be earned willwas to be determined based on the Company’sCompany's annual return on an investment in the Company’sCompany's common stock (“TSR”("TSR") over the Interim Performance Period and/or over the Full Performance Period as follows: if average annual TSR (1) is below 4%, the percentage of grant earned would be 0%, (2) equals 4%, the percentage of grant earned would be 33.3%, (3) equals 6.5%, the percentage of grant earned would be 66.7%, and (4) equals 10% or above, the percentage of grant earned would be 100%. Linear interpolation shallwas to be applied to determine the percentage of the market performance-based equity award that is earned where the average annual TSR over the performance period falls between the percentages set forth above. Based on market performance for the Interim Performance Period, it was determined the Company’sCompany's then-President and CEO earned 113,636 shares. Accordingly, on July 20, 2021, the Company issued 113,636 common shares to the then-President and CEO and paid him $0.3$0.3 million for the related DERs.$3.3$3.3 million, representing the aggregate per share merger consideration and per share special dividend amount attributable to the vested RSUs, along with $0.5$0.5 million for the related DERs.(“EPS”("EPS") is calculated by dividing net income (loss) attributable to the Company’sCompany's common shareholders by the weighted average number of common shares outstanding for the period including participating securities (restricted shares that have non-forfeitable rights to receive dividends issued pursuant to the Company’sCompany's share-based compensation program are considered participating securities). Unvested restricted shares that are participating securities 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 2023 and 2022, 2021 and 2020, the0.2 million, 0.40.0 million and 0.40.2 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 2023 and 2022, 2021 and 2020, respectively: Years ended December 31, 2023 2022 Numerator Net income (loss) from continuing operations Net loss attributable to noncontrolling interests Net earnings allocated to unvested shares Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares Net (loss) income attributable to vested common shares Denominator Net (loss) income per common share attributable to common shareholders (basic and diluted): Net (loss) income per common share attributable to common shareholders (basic and diluted): 2021 and 2020, no restricted stock units RSUs would have been issuable under the Company’sCompany's then-President and CEOCEO's market performance-based equity award (see Note 14, Share-Based Compensation) had the measurement period ended on December 31, 2022, 2021 and 2020, respectively, and therefore, this market performance-based equity64Cedar Realty Trust, Inc.Notes to Consolidated Financial StatementsDecember 31, 2022those periods.this period. Net (income) 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 dilutive effect had such amounts been included. The weighted average number of OP Units outstanding was 44,000, 81,0000 and 81,00044,000 for 2023 and 2022, 2021 and 2020, respectively.wholly-owned subsidiary of WHLR. WHLR performs property management and leasing services for the Company.Company pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income, and leasing commissions range from 3% to 6%. During the yearyears ended December 31, 2023 and 2022, the Company paid WHLR $1.0$2.1 million and $1.0 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. The related party amounts due to WHLR for the year endedat December 31, 2023 and 2022 were $are comprised of:December 31, 2023 2022 Financings and real estate taxes $ 7,166,000 $ 7,166,000 Management fees 225,000 110,000 Leasing commissions 161,000 85,000 Cost Sharing Agreement allocations (a) 548,000 — Other (6,000) (33,000) Total $ 8,094,000 $ 7,328,000 7.3 million, which consists primarilyTable of financing costs, real estate taxes and costs paid on the Company's behalf at the closing of the KeyBank Credit Agreement.ContentsNote 17. Selected Quarterly Financial Data (unaudited)65Balance at Charged to Deductions Balance at beginning costs and from end Description of year expense reserves of year Allowance for doubtful accounts: Year ended December 31, 2023 $ 2,565,000 $ (711,000) $ (1,385,000) $ 469,000 Year ended December 31, 2022 $ 4,971,000 $ 539,000 $ (2,945,000) $ 2,565,000 DepreciationDepreciatiProperty Encumbrances Gross
leasable
areaInitial cost to the Company Subsequent
cost
capitalized (c)Land Building and
ImprovementsBrickyard Plaza (a) 227,598 $ 7,632,000 $ 29,308,000 $ (812,000) Carll's Corner 116,532 3,034,000 15,293,000 (12,541,000) Coliseum Marketplace (b) 106,648 2,924,000 14,416,000 (2,936,000) Fairview Commons (a) 50,119 858,000 3,568,000 462,000 Fieldstone Marketplace 193,970 5,229,000 21,440,000 (3,206,000) Gold Star Plaza (a) 71,720 1,644,000 6,519,000 (115,000) Golden Triangle (a) 202,790 2,320,000 9,713,000 12,162,000 Hamburg Square (a) 102,058 1,153,000 4,678,000 6,571,000 Kings Plaza 168,243 2,413,000 12,604,000 2,611,000 Oakland Commons 90,100 2,504,000 15,662,000 (4,668,000) Oregon Avenue — 2,247,000 18,616,000 (16,969,000) Patuxent Crossing (b) 264,068 14,849,000 18,445,000 1,916,000 Pine Grove Plaza (a) 79,306 2,010,000 6,489,000 652,000 South Philadelphia 221,511 8,222,000 36,314,000 (8,670,000) Southington Center (a) 155,842 — 11,834,000 1,464,000 Timpany Plaza $9,060,000 182,799 3,412,000 19,240,000 (3,801,000) Trexler Mall (a) 342,541 6,932,000 32,815,000 13,705,000 Washington Centers Shoppes (a) 157,300 2,061,000 7,314,000 7,617,000 Webster Commons (a) 98,984 3,551,000 18,412,000 (1,518,000) Other n/a — 1,965,000 — (1,399,000) Total Portfolio 2,832,129 $ 74,960,000 $ 302,680,000 $ (9,475,000) Gross amount at which carried at
December 31, 2023Accumulated
depreciationYear built/
Year last
renovatedYear
acquiredDepreciation
life(continued) Property Land Building and
improvementsTotal Brickyard Plaza $ 7,648,000 $ 28,480,000 $ 36,128,000 $ 14,894,000 1990/2012 2004 3 - 40 years Carll's Corner 220,000 5,566,000 5,786,000 4,756,000 1960s-1999 2007 3 - 40 years Coliseum Marketplace 3,586,000 10,818,000 14,404,000 7,182,000 1987/2012 2005 3 - 40 years Fairview Commons 858,000 4,030,000 4,888,000 1,964,000 1976/2003 2007 3 - 40 years Fieldstone Marketplace 5,167,000 18,296,000 23,463,000 12,593,000 1988/2003 2005/2012 3 - 40 years Gold Star Plaza 1,644,000 6,404,000 8,048,000 3,018,000 1988 2006 3 - 40 years Golden Triangle 2,320,000 21,875,000 24,195,000 12,063,000 1960/2005 2003 3 - 40 years Hamburg Square 1,153,000 11,249,000 12,402,000 5,263,000 1993/2010 2004 3 - 40 years Kings Plaza 2,408,000 15,220,000 17,628,000 5,970,000 1970/1994 2007 3 - 40 years Oakland Commons 2,504,000 10,994,000 13,498,000 6,654,000 1962/2013 2007 3 - 40 years Oregon Avenue 2,141,000 1,753,000 3,894,000 177,000 2011 2016 3 - 40 years Patuxent Crossing 13,211,000 21,999,000 35,210,000 11,563,000 1985-1997 2009 3 - 40 years Pine Grove Plaza 1,622,000 7,529,000 9,151,000 4,062,000 2001/2002 2003 3 - 40 years South Philadelphia 8,222,000 27,644,000 35,866,000 22,627,000 1950/2003 2003 3 - 40 years Southington Center — 13,298,000 13,298,000 6,591,000 1972/2000 2003 3 - 40 years Timpany Plaza 3,368,000 15,483,000 18,851,000 8,349,000 1970's-1989 2007 3 - 40 years Trexler Mall 6,932,000 46,520,000 53,452,000 21,946,000 1973/2013 2005 3 - 40 years Washington Centers Shoppes 2,000,000 14,992,000 16,992,000 7,719,000 1979/1995 2001 3 - 40 years Webster Commons 4,081,000 16,364,000 20,445,000 8,892,000 1960's-2004 2007 3 - 40 years Other — 566,000 566,000 206,000 n/a n/a n/a Total Portfolio $ 69,085,000 $ 299,080,000 $ 368,165,000 $ 166,489,000 DepreciationDepreciati2022, 20212023 and 2020,2022, respectively, are as follows:Cost 2023 2022 Balance, beginning of the year $ 364,110,000 $ 369,827,000 Properties transferred to/from held for sale — (11,495,000) Disposals (2,401,000) — Property impairments — (16,629,000) Improvements and betterments 6,456,000 22,407,000 Balance, end of the year $ 368,165,000 (d) $ 364,110,000 Accumulated depreciation Balance, beginning of the year $ 157,468,000 $ 155,250,000 Properties transferred to/from held for sale — (15,339,000) Disposals (945,000) — Depreciation expense (e) 9,966,000 17,557,000 Balance, end of the year $ 166,489,000 $ 157,468,000 Net book value $ 201,676,000 $ 206,642,000 (b)(d)2022,2023, the aggregate cost for federal income tax purposes was approximately $49.6$86.3 million greater than the Company's recorded values.(c)(e)yearsyears.67Evaluation of The Company maintains(as defined in Rules 13a-15(e) and 15d-15(e)ensuring that the information required to be disclosed in our filings 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 recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations of the Securitiesforms, including ensuring that such information is accumulated and Exchange Commission (“SEC”). In this regard, the Company has formed a Disclosure Committee currently comprising several of the Company’scommunicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officers as well as certain other employees with knowledge of informationofficer and principal financial officer have concluded that, may be considered in the SEC reporting process. The Disclosure 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 Disclosure 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 December 31, 2022, and have concluded that2023, such disclosure controls and procedures are effective.There has been no changewere effective to provide reasonable assurance that information required to be disclosed by us in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Company's internal control over financial reporting that occurred during the three months ended December 31, 2022 that has materially affected, or is reasonably likelySEC's rules and forms and to materially affect, the Company's internal control over financial reporting. Effective August 22, 2022, the Company completed the merger with WHLR, and, as a result, the Company is a wholly-owned subsidiary of WHLR. The Company’s internal control over financial reporting continued to operate as designed to support the consolidation of the Company into WHLR. 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,that such information is accumulated and communicated to our management, necessarily wasincluding our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.68The Company’sThe Company’s internalInternal control system wasover financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:Company’smaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;DirectorsDirectors; andthe preparation and fair presentationprevention or timely detection of publishedunauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control – 2013 Integrated Framework”. Based on such assessment, management believes that, as of December 31, 2022, the Company’s internal control over financial reporting is effective based on those criteria.Cherry Bekaert LLP, the Company’s independent registered public accounting firm, has issued an opinion on the Company’s internal control over financial reporting, which appears elsewhere in this report.69Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders ofCedar Realty Trust, Inc.Virginia Beach, VirginiaOpinion on Internal Control over Financial ReportingWe have audited Cedar Realty Trust Inc.’s (the Company’s) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of December 31, 2022 and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for the year ended December 31, 2022, and our report dated March 2, 2023, expressed an unqualified opinion.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting” included in Item 9A- Controls and Procedures in the Company’s 2022 Annual Report on Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate./s/ Cherry Bekaert LLPVirginia Beach, VirginiaMarch 2, 202370Nonefor Members of the Board of Directors, a Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives, and Corporate Governance Principles, each of which are available on our website, all under separate headings as allowed by the NYSE Governance Requirements. The Company will post any amendments to or waivers from its Code of Business Conduct and Ethics (to the extent applicable to the Company's Chief Executive Officer and Chief Financial Officer) on its website.issuerCode of Business Conduct and Ethics is available at ir.whlr.us under "Governance - Governance Documents."issuerCompany is 100% beneficially owned by WHLR. The issuerCompany has listed on the NYSE only non-convertible, non-participating preferred securities.2022,2023, the members of the Board of Directors are identified below:Directors Directors572022.2022 and serves as its Chair. Ms. Campbell also serves on the Board of Directors of WHLR. Mr. Campbell is the principal of a financial litigation and investment management consulting firm, Kerry Campbell LLC, where since February 2014, he has served as a financial expert witness for arbitrations and litigations and provided consulting services to financial institutions and investors. His firm has been retained by institutional investors, high net worth investors and large global diversified financial institution.Analyst®Analyst®, a CERTIFIED FINANCIAL PLANNER™, an Accredited Investment Fiduciary Analyst™ and a Securities Experts Roundtable Member.58company’scompany's start-up phase.5759(“STOV”("STOV"), which offers professional consulting and advisory services to company executives and institutional investors in the areas of real estate, capital markets, investor relations, and diversity and inclusion. She founded STOV in July 2016. For the past 15 years of her two decades of capital markets experience, Ms. Poskon specialized in real estate investment trusts.42responsible for overseeing the property management, lease administration and leasing divisions of our growing portfolio of commercial assets. Prior to joining us, Mr. Franklin was a partner with Broad Reach Retail Partners where he ran the day-to-day operations of the company, managing the leasing team as well as overseeing the asset, property and construction management of the portfolio with assets totaling $50 million. Mr. Franklin is a graduate of the University of Maryland, with a Bachelor of Science degree in Finance.72 and Chief Financial Officer and Treasurer since August 202241Corporate SecretaryTreasurer and Director in August 2022, in connection with consummation of the Company's merger with WHLR. She previously served as Corporate Secretary of the Company until November 2023. Ms. Plum was also appointed as Chief Financial Officer of WHLR in February 2020 and previously served as their Vice2022 prior to August 22, 2022, non-employee directors were entitled to annual cash compensation in the amount of $28,000 for their services as directors, with an additional annual cash retainer of $60,000 for service as Chair. Additionally, non-employee directors were entitled to annual cash compensation in the amount of $3,000 for committee membership, with the committee chair entitled to $12,000. Each non-employee director, other than Mr. Campbell, Ms. Poskon and Ms. Borrack, also received a grant of restricted stock with a grant date fair value of $55,000 paid quarterly that will vest in full on the third anniversary of each quarterly grant date.For fiscal year 2022 subsequent to August 22, 2022,2023, non-employee and non-officer directors were entitled to annual cash compensation in the amount of $50,000 for their services as directors, with an additional annual cash retainer of $40,000 for service as Chair, to be paid quarterly.directors’directors' compensation for 2022:Name Fees Earned
or Paid
in Cash ($)Stock Awards
($) (1)All Other
Compensation ($)Total ($) Kerry G. Campbell 90,000 — — 90,000 Paula J. Poskon 50,000 — — 50,000 E.J. Borrack 50,000 — — 50,000 M. Andrew Franklin — — — — Crystal Plum — — — — The amounts represent the grant date fair value of restricted stock awards granted to the directors in 2022, in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. See Note 2 of the consolidated financial statements in this 2022 Annual Report on Form 10-K regarding assumptions we made in determining the fair value of stock awards. Each director received a grant of restricted stock with a grant date fair value of $55,000 paid quarterly that will vest in full on the third anniversary of each quarterly grant date. The number of shares granted is calculated73based on the closing share price on the date of grant. For 2022, director share grants were made on January 3, 2022 and April 1, 2022, based on a closing share price of $25.11 and $27.64, respectively.(2)2022,2023, none of the directors held any restricted shares. All outstanding equity awards that were subject to time-based vesting, including all outstanding restricted stock awards held by our non-employee directors, fully accelerate and vest upon a “sale event” or a “change in control,” as applicable (as such terms are defined inon account of their service on the applicable equity plan and eachBoard of which included completionDirectors.Merger) pursuant to the terms of the applicable equity plan. In connection with the closing of the Grocery-Anchored Portfolio Sale and immediately prior to the consummation of the Merger, each outstanding restricted stock award became fully vested and nonforfeitable and the holder thereof received the aggregate per share consideration for each share of the Company’s common stock underlying such award.(3)This amount represents a deal transaction bonus.Delinquent Section 16(a) ReportsCompany’sCompany's directors, executive officers, and beneficial owners of more than 10% of our common stock to file reports with the SEC indicating their holdings of, and transactions in, the Company’sCompany's equity securities. Based solely on a review of copies of these reports, we believe that all of our executive officers, directors, and 10% owners timely complied with all Section 16(a) filing requirements for fiscal 2022, except for one late Form 4 for each of Mr. Eisenstat, Mr. Gonsalves, Ms. Kanner, Mr. Morris, Mr. Rogers, Mr. Ross and Ms. Stern reporting one transaction related to grants of restricted stock under the Company’s incentive plan.Compensation Discussion and AnalysisThe Compensation Discussion and Analysis (“CD&A”) discusses the principles underlying our executive compensation policies and decisions for our named executive officers. The discussion relates to the Company’s named executive officers (“NEOs”). The Company’s NEOs for 2022 were:NEOsM. Andrew Franklin, President and Chief Executive OfficerBruce J. Schanzer, former President and Chief Executive OfficerJennifer Bitterman, former Executive Vice President, Chief Financial Officer and TreasurerCrystal Plum, Chief Financial Officer and Corporate SecretaryRobin M. Zeigler, former Executive Vice President and Chief Operating OfficerNo other employees of the Company qualified as executive officers under the applicable rules and regulations of the SEC.Mr. Franklin and Ms. Plum were appointed to their roles on August 22, 2022, upon the completion of the Company’s acquisition by WHLR (the “Merger”). Mr. Schanzer and Ms. Bitterman served in their capacities noted above until the completion of the Merger. Ms. Zeigler resigned from her position on May 6, 2022. Mr. Franklin and Ms. Plum are referred to as the “Current NEOs” and Mr. Schanzer, Ms. Bitterman and Ms. Zeigler are referred to as the “Prior NEOs” in this Item 11.IntroductionThe compensation of the Company’s Prior NEOs was determined by the Company’s compensation committee that existed prior to the Merger (the “Pre-Merger Compensation Committee”). Upon the completion of the Merger, because the Company became a wholly-owned subsidiary of WHLR and its only equity securities that are registered under Section 12 of the Securities Exchange Act of 1934 are shares of non-voting preferred stock, the Pre-Merger Compensation Committee was disbanded and its charter rescinded. Therefore, the discussion of the Company’s compensation practices and philosophy in place prior the Merger is based on information made available to the Company’s current Board of Directors and management.Following the Merger, the only two officers of the Company, Mr. Franklin and Ms. Plum, also serve as officers of WHLR. Mr. Franklin and Ms. Plum are compensated by WHLR, and the Company is obligated to reimburse WHLR for certain costs pursuant to a Cost Sharing and Reimbursement Agreement, including compensation paid by WHLR to Mr. Franklin and Ms. Plum for services provided to Cedar. However, in 2022, the Company did not reimburse WHLR for any of these costs because of certain limitations on the aggregate amount of payments that may be made from the Company to WHLR under the Cost Sharing and Reimbursement Agreement. In future years, it is expected that the Company will reimburse WHLR for the compensation paid by WHLR to Mr. Franklin and Ms. Plum for services provided to Cedar by Mr. Franklin and Ms. Plum.74The compensation paid by WHLR to Mr. Franklin and Ms. Plum will be more fully described in WHLR’s proxy statement that will be filed in connection with its 2023 annual meeting of stockholders.Pre-Merger Compensation PhilosophyThe pre-Merger executive compensation program was designed to attract and retain talented senior executives, ensure that their compensation remained competitive relative to the compensation paid to similarly-situated senior executives at comparable publicly-traded REITs, and reward them for superior performance. The program was further designed to reward both short- and long-term performance and to align the senior executives’ and former stockholders’ interests. To that end, the compensation packages provided to the Prior NEOs included both cash and share-based incentive compensation that rewarded performance as measured, in large part, against corporate and individual goals intended to enhance stockholder value over the long term.The Pre-Merger Compensation Committee intended that the overall compensation of the pre-Merger senior executives should primarily reflect their accomplishments as a management team in achieving established key objectives, including the execution of the strategic plan and that the achievement of these key objectives would ultimately enhance stockholder value of the pre-Merger Company as reflected in an increased share price. The Pre-Merger Compensation Committee believed the compensation of the Company’s senior executives should not be based on short-term performance of the Company shares, whether favorable or unfavorable, but rather that the long-term price of the Company’s shares is a better reflection of the management of the Company by its senior executives. In this regard, the restricted stock historically granted to the Company’s senior executives had vesting periods ranging from three to seven years. The Company’s senior executives were aligned with the pre-Merger Company’s shareholders in that they were also subject to the downside risk of a decrease in the value of their compensation in the event the price of our shares declines.Consistent with this philosophy, the executive pay program used a combination of base salary, annual cash incentive bonuses and long-term equity incentive awards, with a significant portion of compensation being at risk and dependent on the performance of the Company and the executive, to align executive interests with those of stockholders.Pre-Merger Compensation ObjectivesPrior to the Merger, the Pre-Merger Compensation Committee used three primary pay elements in its executive compensation program: base salary, annual cash incentive bonuses and long-term equity compensation.Base salary was intended to attract and retain talented executives and to provide compensation that was commensurate with the executive’s scope of responsibility and effectiveness. Cash incentive bonuses were designed to align the executive’s compensation with our short-term business goals and individual performance goals. Long-term equity compensation focused on achieving the Company’s pre-Merger long-term TSR goals and executive retention. The pre-Merger Company used long-term equity to retain its executives by rewarding them with equity only if they remained with the Company for a substantial period of time and if the Company achieved specified average TSR goals over the preceding three-year period. The allocation between cash and non-cash compensation or short- and long-term compensation was reviewed periodically. A significant portion of compensation was at risk and variable depending on both short- and long-term financial performance, with the largest portion designed to incentivize executives to focus on long-term stockholder value creation.Pre-Merger Base SalaryBase salaries for the Prior NEOs depended on the scope of their responsibilities and performance. Base salary was designed to compensate the executives fairly for services rendered during the year. The Pre-Merger Compensation Committee received from Mr. Schanzer his recommended salary level for each executive officer (other than Mr. Schanzer) for its review. For 2022, the base salaries of Mr. Schanzer and Ms. Zeigler remained unchanged from 2021. Ms. Bitterman's salary increased upon her promotion to Chief Financial Officer in late 2021.The Pre-Merger Compensation Committee was required to review base salaries annually and could have increased, but not further decreased, the executive officers' salaries pursuant to the terms of their respective employment agreements. In making decisions regarding executive officers’ base salaries, the Pre-Merger Compensation Committee took into account relevant factors, including individual performance and market compensation data.75Pre-Merger Annual Cash Incentive BonusThe Pre-Merger Compensation Committee sought to align the interests of the Prior NEOs with the strategic initiatives of the Company. The Company did not pay annual cash incentive bonuses other than those described below in the Summary Compensation Table.Pre-Merger Long-Term CompensationThe Pre-Merger Compensation Committee believed that outstanding long-term performance was achieved when executives had an ownership position that encouraged them to focus on the Company’s long-term success. Long-term equity awards were made to eligible employees to align their long-term interests with those of stockholders, deliver market competitive pay, provide a strong retentive hook, and aid in recruitment. At the same time, by incentivizing our senior management as stakeholders in our performance, the Company benefited on an operational level from improved productivity and efficiency gains, and the associated value creation. The Pre-Merger Compensation Committee did not approve any equity awards in 2022, in light of the pending Transactions.Treatment of Equity and Equity-Based Awards in Connection with the MergerOur Prior NEOs’ restricted stock awards and restricted stock unit awards were treated in connection with the Merger as described below. All outstanding equity awards that were subject to time-based vesting, including all outstanding restricted stock awards held by our Prior NEOs, fully accelerated and vested upon a “sale event” or a “change in control,” as applicable (as such terms were defined in the applicable equity plan and each of which included completion of the Merger) pursuant to the terms of the applicable equity plan. In addition, our Prior NEOs were party to employment and other executive agreements with the Company that provided for certain acceleration of vesting of performance-based equity awards in the event of a change in control, which included completion of the Merger.In connection with the closing of the Grocery-Anchored Portfolio Sale and immediately prior to the consummation of the Merger:•Restricted Stock Awards: Each outstanding restricted stock award became fully vested and nonforfeitable and the holder thereof received the aggregate per share consideration for each share of the Company’s common stock underlying such award.•Restricted Stock Units. Each outstanding restricted stock unit award that was subject to performance-based vesting fully vested in accordance with its terms and converted into the respective number of shares of Company common stock underlying such award and the holder thereof received the aggregate per share consideration with respect to each share of the Company’s common stock underlying such award as well as accrued dividend equivalent rights with respect to such restricted stock unit award.The 2022 Option Exercises and Stock Vested table below shows the number of shares underlying outstanding unvested restricted stock awards and unvested restricted stock unit awards held by our Prior NEOs that vested in connection with the Merger and the consideration, in cash, they received for these awards.Anti-Hedging and Anti-Pledging PolicyWe do not consider it appropriate for any of the Company’s officers, directors or employees to enter into speculative transactions in the Company’s securities that are designed to hedge or offset any decrease in market value of the Company’s securities. As a result, the Company prohibits officers, directors or employees from purchasing puts, calls, options or other derivative securities based on the Company’s securities or its correlates. The policy also prohibits hedging or monetization transactions, such as forward sale contracts, equity swaps, collars and exchange funds. Officers, directors and employees may also not purchase securities of the Company on margin, borrow against any account in which the Company’s securities are held or otherwise pledge any securities of the Company.Compensation Committee ReportPursuant to NYSE rules, because the Company meets the definition of a “controlled company” and lists only non-voting preferred stock, the Company is not required to and does not have a compensation committee. In the absence of a compensation committee, the Company’s Board of Directors and management reviewed and discussed the Compensation Discussion and Analysis required by the Item 402(b) of Regulation S-K under the Exchange Act. Based on such review and discussion, the76Board of Directors recommends that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.The Board of Directors:DirectorsKerry G. CampbellPaula J. PoskonE.J. BorrackM. Andrew FranklinCrystal PlumName Fiscal
YearSalary (1)
($)Bonus (2)
($)Stock
Awards (3)
($)All Other
Compensation
($)Total
($)M. Andrew Franklin (4) 2023 159,000 70,000 — — 229,000 Chief Executive Officer 2022 — — — — — and President Crystal Plum (4) 2023 99,000 44,000 — — 143,000 Chief Financial 2022 — — — — — Officer include amounts deferred at the election of the named executive officers into the Company’s 401(k) plan,for Mr. Franklin and Ms. Plum are salary allocations made from WHLR to the extent applicable.Company in accordance with the Cost Sharing Agreement.For 2022, the amounts represent contractual bonuses in relationAmounts shown for Mr. Franklin and Ms. Plum are bonus allocations made from WHLR to the Transactions, as definedCompany in Note 1 toaccordance with the consolidated financial statements in this Form 10-K.Company’sCompany's Stock Incentive Plans. The number of shares granted is calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718 (“("FASB ASC Topic 718”718"), not including any estimates of forfeitures related to service-based vesting conditions. See Note 4 to the consolidated financial statements in this Form 10-K regarding assumptions we made in determining the fair value of stock awards. Ms. Zeigler's stock award was granted in 2021 and forfeited in 2022, due to employment cessation as discussed in (8) below.AppointedEach of Mr. Franklin and Ms. Plum were appointed to each of their positions with the Company in August 2022 upon the closing of the Merger. As discussed in the CD&A, Mr. Franklin and Ms. Plum are compensated by WHLR and the Company did not reimburse WHLR for any related compensation costs in 2022.(5)Mr. Schanzer's employment ceased upon the closing of the Merger. The 2022 “all other compensation” amount for Mr. Schanzer includes tax gross up on deferred accounts ($8.08 million), severance payment in connection with his termination of employment following the Merger ($3.75 million), payment in respect of his DERs ($500,000), COBRA premiums payable77following his termination of employment ($50,000), automobile allowances ($13,800) and matching contributions made by the Company to his 401(k) plan ($12,200).(6)Ms. Bitterman was appointed Chief Financial Officer on September 9, 2021. Prior to her appointment, she served as the Senior Vice President of Corporate and Portfolio Management. Ms. Bitterman's employment ceased upon the closing of the Merger. The 2022 “all other compensation amount” for Ms. Bitterman includes severance in connection with her termination of employment following the Merger ($833,000) and matching contributions made by the Company to her 401(k) plan ($6,000).(7)Ms. Zeigler's employment ceased on May 6, 2022. Base salary for Ms. Zeigler in 2022 includes base salary through May 6, 2022. The 2022 “all other compensation amount” for Ms. Zeigler includes a consulting agreement payment ($3.75 million), COBRA premiums payable following her termination of employment ($50,000), matching contributions made by the Company to her 401(k) plan ($8,000, through May 6, 2022) and automobile allowances ($2,000, through May 6, 2022).20222022.20222022.2022 Option Exercises and Stock VestedNo options were granted by the Company or exercised during the fiscal year ended December 31, 2022. None of the named executive officers have ever been granted stock options.(1)In connection with the Merger, shares of common stock held by Mr. Schanzer and Ms. Bitterman were converted into the right to receive an amount in cash equal to the per share merger consideration of $9.48. The number of shares shown for Mr. Schanzer include 151,514 common shares and 113,636 restricted shares. Ms. Zeigler's shares were forfeited upon her termination of employment on May 6, 2022.2022 Nonqualified Deferred CompensationExecutiveRegistrantAggregateAggregateContributionsContributionsEarningsAggregateBalancein Lastin Lastin LastWithdrawals/at LastFiscal YearFiscal YearFiscal YearDistributions (1)Fiscal Year-EndName($)($)($)($)($)M. Andrew Franklin—————Crystal Plum—————Bruce J. Schanzer———8,787,800—Jennifer Bitterman—————Robin M. Zeigler———141,800—(1)The plan was terminated in connection with the Merger; accordingly, all participants received a full distribution of their accounts immediately following closing.Two of our Prior NEOs, Mr. Schanzer and Ms. Zeigler, participated in the 2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, participants could defer a portion of their base salaries and cash bonuses on a pre-tax basis and receive a tax-deferred return on such amounts based on2023.78the performance of specific investments selected by the participants. Participants could also defer share awards made under the Company’s equity incentive plans, as well as related dividends. In connection with the Deferred Compensation Plan, the Company established a “rabbi trust” overseen by an independent trustee, wherein the trustee was directed to make investments of the deferred cash amounts, which tracked as closely as possible to those selected by each participant in order to generally match its liabilities to the participants under the deferred compensation plan with equivalent assets and thereby limit market risk. Generally, cash deferrals were distributed in a lump sum on the earlier of the first day of the 61st month following the end of the calendar year to which such deferral relates, or as soon as practicable after the participant’s separation from service for any reason other than death or retirement (or six months thereafter, in the case of any participant who is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”)), unless the participant elects to receive the distribution in installments, or to otherwise further defer the distribution, as provided in the plan. Generally, share deferrals will be distributed in a lump sum on the later of (a) the first business day of the January next following the third anniversary date of the grant, or (b) the first business day of the January next following the date on which the share deferrals are scheduled to vest in their entirety based on the original vesting schedule, unless the participant elects to receive the distribution in installments, or to otherwise further defer the distribution, as provided in the plan. In the event of a “change in control” (as defined in the plan) that constitutes a change in control event under Section 409A of the Code, participants shall become 100% vested in their share deferral accounts, and the Board could terminate the plan and distribute all benefits under the plan to participants. In the event of a termination or constructive termination of the plan in connection with a change in control, such plan provides for an income tax gross up on plan benefits distributed to participants as well as a tax gross-up on any amounts under the plan that are subject to the 20% penalty tax under Section 409A of the Code.2022,2023, Mr. Franklin's employment agreement with WHLR provides for benefits upon a change in control of WHLR, which is the parent of the Company. In the event that Mr. Franklin terminatedterminates his employment with Good Reason"Good Reason" following a “Change"Change in Control”Control" or is terminated by WHLR without "Cause" (as such terms are defined in his employment agreement) or was terminated by WHLR without Cause and such termination occurred within six months of a Changechange in Control,control, Mr. Franklin would generally be entitled to a lump sum payment equal to 2.99 times his annual base salary ($400,000), less mandatory deductions, payable within ninety calendar days of the termination (and, in the case of such a termination without Cause, a bonus amount based on any bonus determined by WHLR's Board of Directors and payable to other executives of WHLR during the twelve months after the Changechange in Control)control). In addition, Mr. Franklin would be entitled to health care coverage pursuant to COBRA at Mr. Franklin’sFranklin's expense for up to eighteen months.2022,2023, Ms. Plum was not party to any arrangements with the Company or WHLR that provide for benefits payable upon a termination of employment or change in control.Separation Agreements with Mr. Schanzer and Ms. BittermanEach of Mr. Schanzer and Ms. Bitterman terminated employment immediately following the Merger. Pursuant to the terms of his employment agreement, Mr. Schanzer received a lump sum payment comprised of: (i) a $3.75 million severance payment; (ii) a $10.0 million change in control cash payment, and (iii) a $500,000 cash payment in respect in his DERs. Pursuant to the terms of her employment agreement, Ms. Bitterman received a $833,000 severance payment, payable in a lump sum, as well as the $1.252 million change in control bonus previously disclosed. WHLR and Mr. Schanzer entered into a Restrictive Covenant Agreement, pursuant to which Mr. Schanzer agreed to customary non-compete and non-solicitation covenants for a four-year period following closing of the Merger.Separation Agreement with Ms. ZeiglerMs. Zeigler resigned from her position with the Company effective as of May 6, 2022. Pursuant to the terms of her separation agreement with the Company, Ms. Zeigler retained any vested shares of restricted Company stock and any vested securities and cash held in the Deferred Compensation Plan, but was not otherwise entitled to any compensation, severance or bonus after the effective date of her resignation, except for premiums for health insurance under COBRA for up to 12 months following her resignation. Ms. Zeigler forfeited her unvested equity awards under the Company’s equity incentive plans, as well as the right to any tax gross-up or other tax-related payments from the Company applicable to her vested assets in the Deferred Compensation Plan.Consulting Agreement with Ms. Zeigler79Concurrently with the execution of the separation agreement, the Company entered into a consulting agreement with an entity controlled by Ms. Zeigler, pursuant to which Ms. Zeigler agreed to assist the Company with respect to certain matters relating to the Company’s existing joint venture for the construction of an approximately 258,000 square foot six-story commercial building in Washington, D.C and to advance the planned redevelopment of two existing shopping centers. Pursuant to the consulting agreement, Ms. Zeigler received an up-front payment from the Company of $3.0 million, and is entitled to receive an additional payment of $750,000 upon the earlier of completion of the sale of the development to one or more third parties, or the second anniversary of the agreement.CEO Pay RatioAs of December 31, 2022, the Company did not have any employees. Accordingly, the CEO pay ratio disclosure is not applicable to the Company.2022:Name and Address of Beneficial Owner Number of Shares
Beneficially OwnedPercentage of Class
Beneficially Owned (1)13,718,169 100.0 % 2022.2023. All beneficial ownership identified on this table is held by the beneficial owner with sole voting power and sole investment power.Name of
NEO or
DirectorNumber of
Series B Shares
Beneficially OwnedPercentage of
Series B Shares
Beneficially OwnedNumber of
Series C Shares
Beneficially OwnedPercentage of
Series C Shares
Beneficially OwnedKerry G. Campbell — * — * Paula J. Poskon — * — * E.J. Borrack — * — * M. Andrew Franklin 2,890 * 1,900 * Crystal Plum — * — * Directors and Executive Officers as a Group 2,890 * 1,900 * Incorporated by Reference Title or Description Form Filing Date 3.1.d Inc., incorporated by reference to Exhibit 3.1 ofInc.Current Report on Form 8-K filed on December 15, 2017.2017 Inc., incorporated by reference to Exhibit 3.1 ofInc.Current Report on Form 8-K filed on May 7, 2018.2018 Inc., incorporated by reference to Exhibit 3.1 ofInc.Current Report on Form 8-K filed on November 27, 2020.202082Incorporated by Reference Title or Description Filing Date 32.232.2† 83ItemTitle or Description101.INS Exhibits2, 2023
(Principal Executive Officer)2, 202385