~~CEDAR REALTY TRUST, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS~~

~~(unaudited)~~

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Net loss

$
(1,067,000
)

$
(42,763,000
)

$
(1,053,000
)

$
(43,839,000
)

Unrealized gain on change in fair value of cash flow hedges

—

3,114,000

—

11,452,000

Comprehensive loss

(1,067,000
)

(39,649,000
)

(1,053,000
)

(32,387,000
)

Comprehensive loss attributable to noncontrolling interests

—

166,000

—

137,000

Comprehensive loss attributable to Cedar Realty Trust, Inc.

$
(1,067,000
)

$
(39,483,000
)

$
(1,053,000
)

$
(32,250,000
)

~~See accompanying notes to condensed consolidated financial statements~~

~~CEDAR REALTY TRUST, INC.~~

~~CONDENSED CONSOLIDATED STATEMENT OF EQUITY~~

~~Six months ended June 30, 2023~~

~~(unaudited)~~

Cumulative

Additional

distributions

Preferred stock

Common stock

paid-in

in excess of

Total

Shares

Amount

Shares

Amount

capital

net income

Equity

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

—

—

—

—

—

14,000

14,000

Preferred stock dividends

—

—

—

—

—

(2,688,000
)

(2,688,000
)
Balance, March 31, 2023

6,450,000

159,541,000

13,718,000

823,000

868,323,000

(949,159,000
)

79,528,000

Net (loss)

—

—

—

—

—

(1,067,000
)

(1,067,000
)
Preferred stock dividends

—

—

—

—

—

(2,688,000
)

(2,688,000
)
Balance, June 30, 2023

6,450,000

$
159,541,000

13,718,000

$
823,000

$
868,323,000

$
(952,914,000
)

$
75,773,000

~~See accompanying notes to condensed consolidated financial statements~~

~~CEDAR REALTY TRUST, INC.~~

~~CONDENSED CONSOLIDATED STATEMENT OF EQUITY~~

~~Six months ended June 30, 2022~~

~~(unaudited~~)

Cedar Realty Trust, Inc. Shareholders

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

Total

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 (loss)

—

—

—

—

—

—

(1,056,000
)

—

(1,056,000
)
Unrealized gain on change in fair value of cash flow hedges

—

—

—

—

—

—

—

8,289,000

8,289,000

Share-based compensation, net

—

—

(21,000
)

(1,000
)

2,459,000

(2,498,000
)

—

—

(40,000
)
Common stock sales, net of issuance expenses

—

—

—

—

—

1,000

—

—

1,000

Preferred stock dividends

—

—

—

—

—

—

(2,688,000
)

—

(2,688,000
)
Distributions to common shareholders/noncontrolling interests

—

—

—

—

—

—

(900,000
)

—

(900,000
)
Reallocation adjustment of limited partners' interest

—

—

—

—

—

(4,000
)

—

—

(4,000
)
Balance, March 31, 2022

6,450,000

159,541,000

13,637,000

819,000

(10,807,000
)

878,508,000

(587,108,000
)

31,000

440,984,000

Net (loss)

—

—

—

—

—

—

(42,587,000
)

—

(42,587,000
)
Unrealized gain on change in fair value of cash flow hedges

—

—

—

—

—

—

—

3,104,000

3,104,000

Share-based compensation, net

—

—

(79,000
)

(5,000
)

47,000

245,000

—

—

287,000

Purchase of OP Units

—

—

—

—

—

—

—

—

—

Preferred stock dividends

—

—

—

—

—

—

(2,688,000
)

—

(2,688,000
)
Acquisition of minority interests

—

—

—

—

—

(1,000,000
)

—

—

(1,000,000
)
Reallocation adjustment of limited partners' interest

—

—

—

—

—

228,000

—

—

228,000

Balance, June 30, 2022

6,450,000

$
159,541,000

13,558,000

$
814,000

$
(10,760,000
)

$
877,981,000

$
(632,383,000
)

$
3,135,000

$
398,328,000

~~CEDAR REALTY TRUST, INC.~~

~~CONDENSED CONSOLIDATED STATEMENT OF EQUITY~~

~~Six months ended June 30, 2022~~

~~Continued~~

~~(unaudited~~)

Noncontrolling Interests

Minority

Limited

interest in

partners'

consolidated

interest in

joint

Operating

Total

ventures

Partnership

Total

Equity

Balance, December 31, 2021
$
—

$
2,586,000

$
2,586,000

$
439,968,000

Net (loss)

—

(20,000
)

(20,000
)

(1,076,000
)
Unrealized gain on change in fair value of cash flow hedges

—

49,000

49,000

8,338,000

Share-based compensation, net

—

—

—

(40,000
)
Common stock sales, net of issuance expenses

—

—

—

1,000

Preferred stock dividends

—

—

—

(2,688,000
)
Distributions to common shareholders/noncontrolling interests

—

(5,000
)

(5,000
)

(905,000
)
Reallocation adjustment of limited partners' interest

—

4,000

4,000

—

Balance, March 31, 2022

—

2,614,000

2,614,000

443,598,000

Net (loss)

—

(176,000
)

(176,000
)

(42,763,000
)
Unrealized gain on change in fair value of cash flow hedges

—

10,000

10,000

3,114,000

Share-based compensation, net

—

—

—

287,000

Purchase of OP Units

—

(726,000
)

(726,000
)

(726,000
)
Preferred stock dividends

—

—

—

(2,688,000
)
Acquisition of minority interests

—

—

(1,000,000
)
Reallocation adjustment of limited partners' interest

—

(228,000
)

(228,000
)

—

Balance, June 30, 2022

$
—

$
1,494,000

$
1,494,000

$
399,822,000

~~See accompanying notes to condensed consolidated financial statements~~

~~CEDAR REALTY TRUST, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

Six months ended June 30,

2023

2022

OPERATING ACTIVITIES

Net loss

$
(1,053,000
)

$
(43,839,000
)
Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment charges

—

16,829,000

Straight-line rents and expenses, net

(461,000
)

(4,000
)
Credit adjustments on operating lease receivables

(319,000
)

840,000

Depreciation and amortization

5,802,000

15,066,000

Above (below) market lease amortization, net

(128,000
)

(506,000
)
Expense relating to share-based compensation, net

—

823,000

Amortization of deferred financing costs

179,000

440,000

Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:

Receivables, net

1,848,000

(1,006,000
)
Deferred costs and other assets, net

(675,000
)

3,659,000

Accounts payable, accrued expenses, and other liabilities

613,000

23,780,000

Net cash provided by operating activities

5,806,000

16,082,000

INVESTING ACTIVITIES

Expenditures for real estate improvements

(2,069,000
)

(16,932,000
)
Net proceeds from sales of real estate

—

31,866,000

Contributions to unconsolidated joint venture

—

(155,000
)
Net cash (used in) provided by investing activities

(2,069,000
)

14,779,000

FINANCING ACTIVITIES

Repayments under revolving credit facility

—

(29,000,000
)
Advances under revolving credit facility

—

4,000,000

Mortgage repayments

—

(571,000
)
Payments of deferred financing costs

—

(6,000
)
Noncontrolling interests:

Distributions to limited partners

—

(5,000
)
Acquisition of joint venture minority interest share

—

(1,000,000
)
Preferred stock dividends

(5,376,000
)

(5,376,000
)
Distributions to common shareholders

—

(900,000
)
Net cash used in financing activities

(5,376,000
)

(32,858,000
)

Net decrease in cash, cash equivalents and restricted cash

(1,639,000
)

(1,997,000
)
Cash, cash equivalents and restricted cash at beginning of period

13,463,000

3,269,000

Cash, cash equivalents and restricted cash at end of period

$
11,824,000

$
1,272,000

Reconciliation to consolidated balance sheets:

Cash and cash equivalents

$
1,291,000

$
1,042,000

Restricted cash

10,533,000

230,000

Cash, cash equivalents and restricted cash

$
11,824,000

$
1,272,000

~~See accompanying notes to condensed consolidated financial statements~~

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~

September 30, 2023

(unaudited)

On July 11, 2023, the Company sold an outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey ~~has been classified as “real estate held~~ for ~~sale”~~$3.0 million, resulting in a $2.7 million gain, which is included in operating income in the accompanying condensed consolidated ~~balance sheet.~~

~~Real estate held for sale consists~~statements of ~~the following:~~

June 30,

December 31,

2023

2022

Real estate held for sale

$
113,000

$
—

Receivables, net

—

—

Deferred costs and other assets, net

—

—

Total real estate held for sale

$
113,000

$
—

~~Cedar Realty Trust, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2023~~

~~(unaudited)~~

operations.

Discontinued Operations

On July 7, 2022, the Company and certain of its subsidiaries completed the Grocery-Anchored Portfolio Sale and the East River Park and Senator Square redevelopment asset sales for total gross proceeds of approximately $~~879~~$879 million, including the assumed debt. The Grocery-Anchored Portfolio Sale represented a strategic shift and had a material effect on the Company’s operations and financial results, and, therefore, the Company determined that it was deemed a discontinued operation. Accordingly, the portfolio of

Table of Contents

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

33 grocery-anchored shopping centers were classified as held for sale and the results of their operations were classified as discontinued operations in 2022. The following is a summary of ~~loss~~income from discontinued operations:


	Three months ended June 30,					Six months ended June 30,						Three months ended September 30,				Nine months ended September 30,
	2023		2022			2023		2022				2023		2022		2023		2022
REVENUES											REVENUES
Rental revenues	$	—	$	20,824,000		$	—	$	42,472,000		Rental revenues	$	—	$	1,340,000	$	—	$	44,130,000
Other revenues		—		102,000			—		157,000		Other revenues	—		26,000		—		184,000
Total revenues		—		20,926,000			—		42,629,000		Total revenues	—		1,366,000		—		44,314,000
EXPENSES											EXPENSES
Operating, maintenance and management		—		4,386,000			—		9,236,000		Operating, maintenance and management	—		321,000		—		9,557,000
Real estate and other property-related taxes		—		3,278,000			—		6,534,000		Real estate and other property-related taxes	—		216,000		—		6,750,000
Corporate general and administrative		—		91,000			—		151,000		Corporate general and administrative	—		—		—		468,000
Depreciation and amortization		—		3,964,000			—		9,726,000		Depreciation and amortization	—		—		—		9,726,000
Total expenses		—		11,719,000			—		25,647,000		Total expenses	—		537,000		—		26,501,000


OPERATING INCOME		—		9,207,000			—		16,982,000		OPERATING INCOME	—		829,000		—		17,813,000

NON-OPERATING INCOME AND EXPENSES											NON-OPERATING INCOME AND EXPENSES
Interest expense, net		—		(1,509,000	)		—		(3,036,000	)	Interest expense, net	—		(473,000)		—		(3,511,000)
Total non-operating income and expenses		—		(1,509,000	)		—		(3,036,000	)	Total non-operating income and expenses	—		(473,000)		—		(3,511,000)

INCOME FROM DISCONTINUED OPERATIONS		—		7,698,000			—		13,946,000		INCOME FROM DISCONTINUED OPERATIONS	—		356,000		—		14,302,000

Impairment charges		—		(16,119,000	)		—		(16,630,000	)	Impairment charges	—		—		—		(16,629,000)
Gain on sales											Gain on sales	—		125,500,000		—		125,500,000

TOTAL LOSS FROM DISCONTINUED OPERATIONS	$	—	$	(8,421,000	)	$	—	$	(2,684,000	)
TOTAL INCOME FROM DISCONTINUED OPERATIONS											TOTAL INCOME FROM DISCONTINUED OPERATIONS	$	—	$	125,856,000	$	—	$	123,173,000

Net cash provided by ~~operations~~operating activities from discontinued operations was $~~0.0~~$0.0 million and $~~25.4~~$25.9 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively. Net cash ~~used in~~provided by investing activities from discontinued operations was $~~0.0~~$0.0 million and $~~16.0~~$651.5 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Note 4. Fair Value Measurements

The carrying amounts of cash and cash equivalents, restricted cash, receivables, certain other assets, and accounts payable, accrued expenses, and other liabilities approximate their fair value due to their terms and/or short-term nature.

The fair value of the Company’s fixed rate secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturities. As of ~~June~~September 30, 2023 and December 31, 2022, the fair value of the Company’s fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, was $~~131.1~~$138.3 million and $~~131.8~~$131.8 million, respectively, and the carrying value of such loans, was $~~131.6~~$140.4 million and $~~131.5~~$131.5 million, respectively.

Nonfinancial assets and liabilities measured at fair value in the condensed consolidated financial statements consist of real estate held for sale, which, if applicable, are measured on a nonrecurring basis, and have been determined to be (1) Level 2 within the valuation hierarchy, where applicable, based on the respective contracts of sale, adjusted for closing costs and expenses, or (2) Level 3 within the valuation hierarchy, where applicable, based on estimated sales prices, adjusted for closing costs and expenses, determined by discounted cash flow analyses, income capitalization analyses or a sales comparison approach if no contracts had been concluded. The discounted cash flow and income capitalization analyses include all estimated cash inflows and outflows over a specific holding

Table of Contents

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

period and, where applicable, any estimated debt premiums. These cash flows were composed of unobservable inputs, which included forecasted rental

~~Cedar Realty Trust, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2023~~

~~(unaudited)~~

revenues and expenses based upon existing in-place leases, market conditions and expectations for growth. Capitalization rates and discount rates utilized in these analyses were based upon observable rates that the Company believed to be within a reasonable range of current market rates for the respective properties. The sales comparison approach is utilized for certain land values and includes comparable sales that were completed in the selected market areas. The comparable sales utilized in these analyses were based upon observable per acre rates that the Company believes to be within a reasonable range of current market rates for the respective properties.

Note 5. Loans Payable

Debt obligations are composed of the following at ~~June~~September 30, 2023 and collateralized by 13 properties:


		September 30, 2023
Description	Maturity dates	Balance outstanding		Contractual interest rates weighted average
Fixed-rate secured term loans:
Timpany Plaza	Sep 2028	$	9,060,000	7.3%
Guggenheim (a)	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		(3,676,000)
		$	140,384,000

(a)Collateralized by 10 properties.

Timpany Plaza Loan Agreement

On September 12, ~~properties:~~

June 30, 2023

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

(3,445,000
)

$
131,555,000

2023, the Company entered into a term loan agreement with Cornerstone Bank for $11.56 million at a fixed rate of 7.27% with interest-only payments due monthly for the first twelve months (the "Timpany Plaza Loan Agreement"). Commencing on September 12, 2024, until the maturity date of 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. The Timpany Plaza Loan Agreement is collateralized by the Timpany Plaza shopping center.

Scheduled Principal Payments

Scheduled principal payments on secured term loans at September 30, 2023, due on various dates from 2024 to 2033, are as follows:


For the three months ending December 31, 2023	$	—
December 31, 2024	74,000
December 31, 2025	306,000
December 31, 2026	329,000
December 31, 2027	481,000
December 31, 2028	9,456,000
Thereafter	133,414,000
	$	144,060,000

Derivative Financial Instruments

The interest rate swaps were terminated as part of the Grocery-Anchored Portfolio Sale. Charges and/or credits relating to the changes in the fair value of the interest rate swaps were made to accumulated other comprehensive loss, limited partners’ interest, or

Table of Contents

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

operations (included in interest expense), as applicable. Over time, the unrealized gains and losses recorded in accumulated other comprehensive loss were reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affected earnings.

The following presents the effect of the Company’s qualifying interest rate swaps on the condensed consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

(Loss) recognized in other

comprehensive income

reclassified into earnings (effective portion)

Three months ended June 30,

Six months ended June 30,

Classification

2023

2022

2023

2022

Continuing Operations

$
—

$
(958,000
)

$
—

$
(2,320,000
)


	(Loss) recognized in other comprehensive income reclassified into earnings (effective portion)

	Three months ended September 30,				Nine months ended September 30,
Classification	2023		2022		2023		2022
Continuing Operations	$	—	$	—	$	—	$	(2,320,000)

Note 6. Commitments and Contingencies

Lease Commitments

The Company is the lessee under ground lease agreements. The executive office lease agreement was terminated in 2022. As of ~~June~~September 30, 2023, the Company’s weighted average remaining lease term is approximately ~~48.3~~48.1 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately ~~8.6~~%8.6%. Rent expense under the Company’s ground lease and executive office lease agreements was approximately $~~0.1~~$0.1 million and $~~0.1~~$0.1 million for the three months ended ~~June~~September 30, 2023 and 2022, respectively. Rent expense under the Company’s ground lease and executive office lease agreements was approximately $~~0.1~~$0.2 million and $~~0.2~~$0.2 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Litigation

The Company is involved in various legal proceedings in the ordinary course of its business, including, but not limited to commercial disputes. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse

~~Cedar Realty Trust, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2023~~

~~(unaudited)~~

impact on its financial position or its results of operations. The Company records a liability when it considers the loss probable and the amount can be reasonably estimated. In addition, the below legal proceedings are in process:

On April 8, 2022, several purported holders of the Company’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).

On May 6, 2022, the Plaintiffs in Sydney filed a motion for a preliminary injunction. Also on May, 6, 2022, a purported holder of the Company’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. 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’ motion for preliminary injunction be held on June 22, 2022. On June 2, 2022, the Plaintiffs in Kim also filed a motion for a preliminary injunction. The court consolidated the motions for preliminary injunction.

On June 23, 2022, following a hearing, 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 and that Plaintiffs had not established that they would suffer irreparable harm if the injunction was denied.

By order dated July 11, 2022, the court 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. 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 the 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 opposed the motion to dismiss and filed a motion to certify a question of law to Maryland’s Supreme Court. On

Table of Contents

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

August 1, 2023, the court issued a decision and order granting Defendants’ motions to dismiss, without leave to amend, and denying Plaintiffs’ motion to certify a question of law to the Maryland Supreme Court. The ~~decision becomes final unless~~ Plaintiffs ~~seek reconsideration within 14 days or file an appeal within~~appealed the dismissal to the United States Court of Appeals for the Fourth Circuit, Case No. 23-1905, docketed on August 30, ~~days.~~

2023. The Court has set a briefing schedule. At this juncture, the outcome of the litigation remains uncertain.

On July 11, 2022, a purported holder of the Company's outstanding preferred stock 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 High Income Securities Fund v. Cedar Realty Trust, Inc., et al., No. 2:22-cv-4031. The complaint alleged that the Defendants violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions, and that the former Board of Directors are control persons under Section 20(a) of the Exchange Act. On ~~August 12, 2022, Defendants requested permission to file a~~September 25, 2023, the Court granted Defendants’ motion to dismiss the complaint with prejudice, and the time within which the Plaintiff responded opposing 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.

On October 14, 2022, a purported holder of the Company's outstanding preferred stock filed a putative class action against the Company, the Board of Directors prior to the Merger, and WHLR in Nassau County Supreme Court, New York entitled Krasner v. Cedar Realty Trust, Inc., et al., (Case No. 613985/2022). The 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 the 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. The complaint seeks, among other relief, an award of monetary damages, attorneys' fees, and expert fees. Defendants removed the case to a federal court. On April 24, 2023, the federal court granted Plaintiff’s motion to remand the case to the Nassau County Supreme Court. Defendants ~~have~~ sought and received leave from the federal appellate court for permission to appeal the remand decision. The appeal has been briefed and argued. In the interim, Defendants ~~have~~ filed motions in the Nassau County action to dismiss or stay the case based both on the pendency of the lawsuit in Maryland in which the same claims were asserted by other preferred stockholders and on the merits. ~~Plaintiff has opposed~~The motions have been fully briefed, including supplemental briefing on the ~~motions.~~impact of the Maryland decision. The court ~~has set~~held a hearing on the motions ~~for August 23, 2023.~~on October 27, 2023, but has not yet issued a ruling thereon. At this juncture, the outcome of the litigation is uncertain.

~~Cedar Realty Trust, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2023~~

~~(unaudited)~~

Note 7. Shareholders’ Equity

Preferred Stock

The Company is authorized to issue up to 12,500,000 shares of preferred ~~stock.~~stock, in the aggregate. The following tables summarize details about the Company’s preferred stock:


	Series B Preferred Stock		Series C Preferred Stock
Par value	$	0.01	$	0.01
Liquidation value	$	25.00	$	25.00

	September 30, 2023				December 31, 2022
	Series B Preferred Stock		Series C Preferred Stock		Series B Preferred Stock		Series C Preferred Stock
Shares 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

Table of Contents

Series B

Series C

Preferred Stock

Preferred Stock

Par value

$
0.01

$
0.01

Liquidation value

$
25.00

$
25.00

June 30, 2023

December 31, 2022

Series B

Series C

Series B

Series C

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Shares 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

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

Dividends

The following table provides a summary of dividends declared and paid per share:

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Common stock

$
—

$
—

$
—

$
0.066

7.25% Series B Preferred Stock

$
0.453

$
0.453

$
0.906

$
0.906

6.50% Series C Preferred Stock

$
0.406

$
0.406

$
0.813

$
0.813


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Common stock	$	—	$	19.520	$	—	$	19.586
7.25% Series B Preferred Stock	$	0.453	$	0.453	$	1.359	$	1.359
6.50% Series C Preferred Stock	$	0.406	$	0.406	$	1.219	$	1.219

On ~~July~~October 20, 2023, the Company’s Board of Directors declared dividends of $~~0.453125~~$0.453125 and $~~0.406250~~$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 ~~August 21,~~November 20, 2023 to shareholders of record of the Series B Preferred Stock and Series C Preferred Stock, as applicable, on ~~August~~November 10, 2023.

On August 26, 2022, the Company paid merger consideration of $9.48 per share on shares of the Company's outstanding common stock.

Note 8. Revenues

Rental revenues for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively, are comprised of the following:

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Base rents

$
5,951,000

$
6,197,000

$
11,786,000

$
12,482,000

Expense recoveries - variable lease revenue

1,654,000

2,258,000

3,915,000

4,255,000

Percentage rent - variable lease revenue

117,000

143,000

285,000

266,000

Straight-line rents

271,000

(35,000
)

461,000

(45,000
)
Above (below) market lease amortization, net

105,000

161,000

128,000

322,000

8,098,000

8,724,000

16,575,000

17,280,000

Credit adjustments on operating lease receivables

155,000

(431,000
)

319,000

(472,000
)
Total rental revenues

$
8,253,000

$
8,293,000

$
16,894,000

$
16,808,000


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Base rents	$	6,003,000	$	5,698,000	$	17,789,000	$	18,180,000
Expense recoveries - variable lease revenue	1,759,000		1,698,000		5,674,000		5,953,000
Percentage rent - variable lease revenue	85,000		71,000		369,000		337,000
Straight-line rents	203,000		3,000		665,000		(42,000)
Above (below) market lease amortization, net	105,000		90,000		233,000		411,000
	8,155,000		7,560,000		24,730,000		24,839,000
Credit adjustments on operating lease receivables	185,000		(38,000)		504,000		(510,000)
Total rental revenues	$	8,340,000	$	7,522,000	$	25,234,000	$	24,329,000

The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’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’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.

~~Cedar Realty Trust, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2023~~

~~(unaudited)~~

Note 9. Share-Based Compensation

The following tables set forth certain share-based compensation information for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively:

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Expense relating to share/unit grants

$
—

$
293,000

$
—

$
877,000

Amounts capitalized

—

(12,000
)

—

(54,000
)
Total charged to operations

$
—

$
281,000

$
—

$
823,000


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Expense relating to share/unit grants	$	—	$	785,000	$	—	$	1,662,000
Amounts capitalized	—		—		—		(54,000)
Total charged to operations	$	—	$	785,000	$	—	$	1,608,000

On August 22, 2022, due to a change in control of the Company in connection with the Transactions, all share-based compensation outstanding at that time fully vested, including the Company’s then-President and CEO's restricted stock units. At ~~June~~

Table of Contents

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

September 30, 2023, there were no shares available for grants pursuant to the Company's 2017 Stock Incentive Plan since this plan was terminated in connection with the Merger.

Note 10. Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’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’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 the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company had 0.0 million of weighted average unvested restricted shares outstanding that were participating securities. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company had 0.1 million and 0.3 million, respectively, of weighted average unvested restricted shares outstanding that were participating securities. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Numerator

Net loss from continuing operations

$
(1,067,000
)

$
(34,342,000
)

$
(1,053,000
)

$
(41,155,000
)
Preferred stock dividends

(2,688,000
)

(2,688,000
)

(5,376,000
)

(5,376,000
)
Net loss attributable to noncontrolling interests

—

143,000

—

185,000

Net loss allocated to unvested shares

—

(18,000
)

—

(41,000
)
Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares

(3,755,000
)

(36,905,000
)

(6,429,000
)

(46,387,000
)
Loss from discontinued operations, net of noncontrolling interests, attributable to vested common shares

—

(8,388,000
)

—

(2,673,000
)
Net loss attributable to vested common shares

$
(3,755,000
)

$
(45,293,000
)

$
(6,429,000
)

$
(49,060,000
)
Denominator

Weighted average number of vested common shares outstanding, basic and diluted

13,718,000

13,288,000

13,718,000

13,287,000

Net loss per common share attributable to common shareholders (basic and diluted):

Continuing operations

$
(0.27
)

$
(2.78
)

$
(0.47
)

$
(3.49
)
Discontinued operations

—

(0.63
)

—

(0.20
)

$
(0.27
)

$
(3.41
)

$
(0.47
)

$
(3.69
)

~~Cedar Realty Trust, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2023~~

~~(unaudited)~~


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Numerator
Net income (loss) from continuing operations	$	2,930,000	$	(36,219,000)	$	1,877,000	$	(77,374,000)
Preferred stock dividends	(2,688,000)		(2,688,000)		(8,064,000)		(8,064,000)
Net loss attributable to noncontrolling interests	—		147,000		—		299,000
Net earnings allocated to unvested shares	—		17,000		—		58,000
Income (loss) from continuing operations, net of noncontrolling interest, attributable to vested common shares	242,000		(38,743,000)		(6,187,000)		(85,081,000)
Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares	—		125,381,000		—		122,742,000
Net income (loss) attributable to vested common shares	$	242,000	$	86,638,000	$	(6,187,000)	$	37,661,000
Denominator
Weighted average number of vested common shares outstanding, basic and diluted	13,718,000		13,494,000		13,718,000		13,357,000
Net income (loss) per common share attributable to common shareholders (basic and diluted):
Continuing operations	$	0.02	$	(2.87)	$	(0.45)	$	(6.37)
Discontinued operations	—		9.29		—		9.19
	$	0.02	$	6.42	$	(0.45)	$	2.82

Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, no restricted stock units would have been issuable under the Company’s then-President and ~~CEO~~CEO's market performance-based equity award had the measurement period ended on ~~June~~September 30, 2022, and therefore this market performance-based equity award had no impact in calculating diluted EPS for this period. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, there were no market performance-based equity awards issued or outstanding. Net 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 0 for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and ~~65,000~~30,000 and ~~73,000~~59,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively.

Note 11. Related Party Transactions

With the completion of the Company's merger with WHLR, the Company became a 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. During the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company paid WHLR $~~0.0~~$0.7 million and

Table of Contents

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

$~~0.4~~1.1 million, respectively, for these services. During the three and nine months ended September 30, 2022, the Company paid WHLR $0.1 million 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 as of ~~June~~September 30, 2023 and December 31, 2022 are comprised of:


	September 30,		December 31,
	2023		2022
2022 financings and real estate taxes	$	7,166,000	$	7,166,000
Management fees	220,000		110,000
Leasing commissions	555,000		85,000
Cost Sharing Agreement allocations (a)	424,000		—
Other	21,000		(33,000)
Total	$	8,386,000	$	7,328,000

June 30,

December 31,

2023

2022

2022 financings and real estate taxes

$
7,166,000

$
7,166,000

Management fees

533,000

110,000

Leasing commissions

418,000

85,000

Cost Sharing Agreement allocations (a)

322,000

—

Other

117,000

(33,000
)
Total

$
8,556,000

$
7,328,000

(a)

Includes allocations for executive compensation and directors' liability insurance. In 2022, WHLR did notnot make any allocations to the Company for these services due to certain limitations set forth in the Cost Sharing Agreement.

~~Note 12. Subsequent Events~~Table of Contents

~~On July 11, 2023, the Company sold an outparcel building adjacent to Carll's Corner, located in~~ ~~Bridgeton, New Jersey for $3.0~~ ~~million.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below.

In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Our actual results or other events may differ materially from those anticipated in these forward-looking statements due to various factors, including those discussed under the section entitled "Forward-Looking Statements."

The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and related notes thereto included elsewhere in this report.

Executive Summary

The Company is a fully-integrated real estate investment trust that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast. At ~~June~~September 30, 2023, the Company owned a portfolio of 19 operating properties. Upon completion of the Merger in 2022, the Company became a wholly-owned subsidiary of WHLR.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to leases. The Company’s operating results therefore depend on the ability of its tenants to make the payments required by the terms of their leases. The Company primarily 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” properties should provide relatively stable revenue flows even during difficult economic times.

Significant Circumstances and Transactions

Real Estate

On July 11, 2023, the Company sold an outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey for $3.0 million, resulting in a $2.7 million gain, which is included in operating income in the accompanying condensed consolidated statements of operations.

Timpany Plaza Loan Agreement

On September 12, 2023, the Company entered into the Timpany Plaza Loan Agreement for $11.56 million at a fixed rate of 7.27% with interest-only payments due monthly for the first twelve months. Commencing on September 12, 2024, until the maturity date of 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. The Timpany Plaza Loan Agreement is collateralized by the Timpany Plaza shopping center.

Critical Accounting Policies

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition and the allowance for doubtful accounts receivable, real estate investments and purchase accounting allocations related thereto, and asset impairment. Management’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.

The Company believes there have been no material changes to the items disclosed as its critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. See Note 2, Summary of Significant Accounting Policies, for recently-adopted accounting pronouncements.

Table of Contents

Results of Operations

Comparison of three months ended ~~June~~September 30, 2023 to ~~June~~September 30, 2022

Three months ended June 30,

Change

2023

2022

Dollars

Percent
Revenues

$
8,284,000

$
8,430,000

$
(146,000
)

-1.7%
Property operating expenses

(3,133,000
)

(3,471,000
)

338,000

-9.7%
Property operating income

5,151,000

4,959,000

192,000

Corporate general and administrative

(958,000
)

(2,862,000
)

1,904,000

-66.5%
Depreciation and amortization

(3,309,000
)

(2,850,000
)

(459,000
)

16.1%
Impairment charges

—

(2,000
)

2,000

n/a
Transaction costs

—

(30,457,000
)

30,457,000

n/a
Interest expense, net

(1,951,000
)

(3,130,000
)

1,179,000

-37.7%
Income (loss) from continuing operations

(1,067,000
)

(34,342,000
)

33,275,000

Discontinued operations:

Income from operations

—

7,698,000

(7,698,000
)

-100.0%
Impairment charges

—

(16,119,000
)

16,119,000

n/a
Net income (loss)

(1,067,000
)

(42,763,000
)

41,696,000

Net loss attributable to noncontrolling interests

—

176,000

(176,000
)

n/a
Net income (loss) attributable to Cedar Realty Trust, Inc.

$
(1,067,000
)

$
(42,587,000
)

$
41,520,000


	Three months ended September 30,				Change
	2023		2022		Dollars		Percent
Revenues	$	8,620,000	$	7,810,000	$	810,000	10.4%
Property operating expenses	(2,923,000)		(3,637,000)		714,000		-19.6%
Property operating income	5,697,000		4,173,000		1,524,000
Corporate general and administrative	(679,000)		(3,875,000)		3,196,000		-82.5%
Depreciation and amortization	(2,738,000)		(4,010,000)		1,272,000		-31.7%
Gain on sale	2,662,000		—		2,662,000		n/a
Impairment charges	—		(9,151,000)		9,151,000		n/a
Transaction costs	—		(23,971,000)		23,971,000		n/a
Interest (expense) income, net	(2,012,000)		615,000		(2,627,000)		-427.2%
Income (loss) from continuing operations	2,930,000		(36,219,000)		39,149,000
Discontinued operations:
Income from discontinued operations	—		356,000		(356,000)		-100.0%
Gain on sales	—		125,500,000		(125,500,000)		n/a
Net income	2,930,000		89,637,000		(86,707,000)
Net income attributable to noncontrolling interests	—		(328,000)		328,000		n/a
Net income attributable to Cedar Realty Trust, Inc.	$	2,930,000	$	89,309,000	$	(86,379,000)

Revenueswere higher as a result of (1) an increase of $1.0 million in rental revenues and expense recoveries attributable to same center properties, partially offset by (2) a decrease in other income of $0.2 million attributable to one-time transactions for properties that were sold in 2022.

Property operating expenses were lower as a result of (1) a decrease of $0.4 million in rental revenues, expense recoveries and other income attributable to properties that were sold or held for sale in 2022 not deemed to be discontinued operations, partially offset by (2) an increase of $0.2 million in rental revenues and expense recoveries attributable to same center properties.

~~Property operating expenses~~ ~~were lower as a result of (1) a decrease of $0.2 million in~~ property operating expenses attributable to properties ~~that were sold or held for sale in 2022 not deemed~~attributable to ~~be discontinued operations~~same center properties and (2) a decrease of ~~$0.1~~$0.3 million inattributable to one-time property operating expenses ~~attributable to same center properties.~~for properties that were sold in 2022.

Corporate general and administrative costs were lower primarily as a result of (1) a decrease of ~~$1.3~~$2.1 million in ~~payroll related~~payroll-related costs and (2) a decrease in other corporate general and administrative costs of ~~$0.8~~$0.9 million, both of which are predominantly related to the completion of the Grocery-Anchored Portfolio Sale and the ~~Merger, partially offset by (3) an increase of $0.2 million in professional fees.~~Merger.

Depreciation and amortization expenses were ~~higher~~lower primarily as a result of ~~an increase~~a decrease of ~~$0.5~~$1.2 million attributable to same center properties.

Gain on sale in 2023 relates to the sale of the outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey.

Impairment charges in 2022 relate to ~~Riverview Plaza,~~the Company's then-investment in an unconsolidated joint venture and then-note receivable associated with Senator Square located in ~~Philadelphia, Pennsylvania.~~Washington D.C, both of which assets were sold in the Grocery-Anchored Portfolio Sale.

Transaction costs in 2022 relate to costs incurred related to the Grocery-Anchored Portfolio Sale and the Merger.

Interest expense, net was ~~lower~~higher as a result of (1) the interest rate swaps termination gain in 2022 of $3.4 million, (2) an increase in the overall weighted average interest rate, which resulted in an increase in interest expense of $1.6 million, partially offset by (3) a decrease in amortization expense of deferred financing costs of $2.1 million and (4) a decrease in the overall weighted average principal balance, which resulted in a decrease in interest expense of ~~$2.0 million, (2) a decrease in amortization expense of deferred financing costs of $0.1 million, partially offset by (3) a decrease in capitalized interest of~~ $0.3 ~~million and (4) an increase in the overall weighted average interest rate which resulted in an increase in interest expense of $0.6~~ million.

Discontinued operations for 2022 includes the results of operations and impairments for properties treated as discontinued operations, which include the Grocery-Anchored Portfolio Sale, and the East River Park and Senator Park redevelopments.

Table of Contents

Comparison of ~~six~~nine months ended ~~June~~September 30, 2023 to ~~June~~September 30, 2022

Six months ended June 30,

Change

2023

2022

Dollars

Percent
Revenues

$
17,207,000

$
17,146,000

$
61,000

0.4%
Property operating expenses

(6,933,000
)

(6,949,000
)

16,000

-0.2%
Property operating income

10,274,000

10,197,000

77,000

Corporate general and administrative

(1,670,000
)

(5,773,000
)

4,103,000

-71.1%
Depreciation and amortization

(5,802,000
)

(5,351,000
)

(451,000
)

8.4%
Impairment charges

—

(199,000
)

199,000

n/a
Transaction costs

—

(34,192,000
)

34,192,000

n/a
Interest expense, net

(3,855,000
)

(5,837,000
)

1,982,000

-34.0%
Loss from continuing operations

(1,053,000
)

(41,155,000
)

40,102,000

Discontinued operations:

Income from operations

—

13,946,000

(13,946,000
)

-100.0%
Impairment charges

—

(16,630,000
)

16,630,000

n/a
Net income (loss)

(1,053,000
)

(43,839,000
)

42,786,000

Net income attributable to noncontrolling interests

—

196,000

(196,000
)

n/a
Net income (loss) attributable to Cedar Realty Trust, Inc.

$
(1,053,000
)

$
(43,643,000
)

$
42,590,000


	Nine months ended September 30,				Change
	2023		2022		Dollars		Percent
Revenues	$	25,827,000	$	24,955,000	$	872,000	3.5%
Property operating expenses	(9,856,000)		(10,585,000)		729,000		-6.9%
Property operating income	15,971,000		14,370,000		1,601,000
Corporate general and administrative	(2,349,000)		(9,648,000)		7,299,000		-75.7%
Depreciation and amortization	(8,540,000)		(9,361,000)		821,000		-8.8%
Gain on sale	2,662,000		—		2,662,000		n/a
Impairment charges	—		(9,350,000)		9,350,000		n/a
Transaction costs	—		(58,163,000)		58,163,000		n/a
Interest expense, net	(5,867,000)		(5,222,000)		(645,000)		12.4%
Income (loss) from continuing operations	1,877,000		(77,374,000)		79,251,000
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	1,877,000		45,799,000		(43,922,000)
Net income attributable to noncontrolling interests	—		(132,000)		132,000		n/a
Net income attributable to Cedar Realty Trust, Inc.	$	1,877,000	$	45,667,000	$	(43,790,000)

Revenues were higher as a result of (1) an increase of ~~$1.0~~$2.0 million in rental revenues and expense recoveries attributable to same center properties, partially offset by (2) a decrease of $0.9 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2022 not deemed to be discontinued ~~operations.~~operations and (3) a decrease in other income of $0.3 million attributable to one-time transactions for properties that were sold in 2022.

Property operating expenses were lower as a result of (1) a decrease of $0.6 million in property operating expenses attributable to properties that were sold or held for sale in 2022 not deemed to be discontinued operations, (2) a decrease of $0.3 million attributable to one-time property operating expenses for properties that were sold in 2022, partially offset by ~~(2)~~(3) an increase of ~~$0.6~~$0.1 million in property operating expenses attributable to same center properties.

Corporate general and administrative costs were lower primarily as a result of (1) a decrease of ~~$2.6~~$4.7 million in ~~payroll related~~payroll-related costs, ~~and~~ (2) a decrease in other corporate general and administrative costs of ~~$1.7~~$2.6 million, ~~both~~and (3) a decrease of $0.2 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 ~~(3)~~(4) an increase of ~~$0.2~~$0.3 million in professional fees.

Depreciation and amortization expenses were ~~higher~~lower primarily as a result of ~~an increase~~a decrease of ~~$0.5~~$0.8 million attributable to same center properties.

Gain on sale in 2023 relates to the sale of the outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey.

Impairment charges in 2022 relate to Riverview Plaza, located in Philadelphia, ~~Pennsylvania.~~Pennsylvania, which was sold that same year, and the Company's then-investment in an unconsolidated joint venture and then-note receivable associated with Senator Square located in Washington D.C, both of which assets were sold in the Grocery-Anchored Portfolio Sale.

Transaction costs in 2022 relate to costs incurred related to the Grocery-Anchored Portfolio Sale and the Merger.

Interest expense, net was ~~lower~~higher as a result of (1) an increase in the overall weighted average interest rate, which resulted in an increase in interest expense of $4.0 million, (2) the interest rate swaps termination gain in 2022 of $3.4 million, (3) a decrease in capitalized interest of $1.0 million, partially offset by (4) a decrease in amortization expense of deferred financing costs of $2.4 million and (5) a decrease in the overall weighted average principal balance, which resulted in a decrease in interest expense of ~~$4.1 million, (2) a decrease in amortization expense~~$2.0 million.

Table of deferred financing costs of $0.2 million, partially offset by (3) a decrease in capitalized interest of $1.0 million and (4) an increase in the overall weighted average interest rate which resulted in an increase in interest expense of $1.3 million.Contents

Same-Property Net Operating Income

Same-property net operating income (“same-property 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 investors as it provides an indication of the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses, as well as other infrequent items such as lease termination income which tends to fluctuate more than rents from year to year. 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.

The most directly comparable GAAP financial measure is consolidated operating income. Same-property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. Further, same-property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company’s peers, and thus may not provide an adequate basis for comparison among REITs.

The following table reconciles same-property NOI to the Company’s consolidated operating income (loss):

For the three months ended June 30,

For the six months ended June 30,

2023

2022

2023

2022

Operating income (loss)

$
884,000

$
(31,212,000
)

$
2,802,000

$
(35,318,000
)
Add (deduct):

Corporate general and administrative

958,000

2,862,000

1,670,000

5,773,000

Transaction costs

—

30,457,000

—

34,192,000

Impairment charges

—

2,000

—

199,000

Depreciation and amortization

3,309,000

2,850,000

5,802,000

5,351,000

Straight-line rents

(271,000
)

35,000

(461,000
)

45,000

Above (below) market lease amortization, net

(105,000
)

(161,000
)

(128,000
)

(322,000
)
Other non-property revenue

(76,000
)

(109,000
)

(121,000
)

(308,000
)
NOI related to properties not defined as same-property

133,000

(106,000
)

(71,000
)

(449,000
)
Same-property NOI

$
4,832,000

$
4,618,000

$
9,493,000

$
9,163,000

Number of same properties

19

19

19

19

Same-property occupancy, end of period

84.5
%

83.1
%

84.5
%

83.1
%
Same-property leased, end of period

87.7
%

83.3
%

87.7
%

83.3
%
Same-property average base rent, end of period

$
10.50

$
10.53

$
10.50

$
10.53


	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
Operating income (loss)	$	4,942,000		$	(36,834,000)		$	7,744,000		$	(72,152,000)
Add (deduct):
Corporate general and administrative	679,000			3,875,000			2,349,000			9,648,000
Gain on sale	(2,662,000)			—			(2,662,000)			—
Transaction costs	—			23,971,000			—			58,163,000
Impairment charges	—			9,151,000			—			9,350,000
Depreciation and amortization	2,738,000			4,010,000			8,540,000			9,361,000
Straight-line rents	(203,000)			(3,000)			(665,000)			42,000
Above (below) market lease amortization, net	(105,000)			(90,000)			(233,000)			(411,000)
Other non-property revenue	(104,000)			11,000			(225,000)			38,000
NOI related to properties not defined as same-property	(4,000)			84,000			(75,000)			(365,000)
Same-property NOI	$	5,281,000		$	4,175,000		$	14,773,000		$	13,674,000

Number of same properties	19			19			19			19
Same-property occupancy, end of period	85.2		%	82.6		%	85.2		%	82.6		%
Same-property leased, end of period	88.7		%	84.5		%	88.7		%	84.5		%
Same-property average base rent, end of period	$	10.57		$	10.37		$	10.57		$	10.37

Same-property NOI for the three and ~~six~~nine months ended ~~June~~September 30, 2023 increased ~~4.6%~~26.5% and ~~3.6%~~8.0%, respectively, compared to the same periods in the prior year.

Table of Contents

Leasing Activity

The following is a summary of the Company’s retail leasing activity during the three and ~~six~~nine months ended ~~June~~September 30, 2023 and the three months ended September 30, 2022 for the 19-property portfolio:

Three months ended

Six months ended

June 30, 2023

June 30, 2023

Renewals (a):

Leases renewed with rate increase (sq feet)

13,580

69,751

Leases renewed with rate decrease (sq feet)

—

—

Leases renewed with no rate change (sq feet)

5,643

7,643

Total leases renewed (sq feet)

19,223

77,394

Leases renewed with rate increase (count)

3

8

Leases renewed with rate decrease (count)

—

—

Leases renewed with no rate change (count)

2

3

Total leases renewed (count)

5

11

Option exercised (count)

1

3

Weighted average on rate increases (per sq foot)

$
1.41

$
0.61

Weighted average on rate decreases (per sq foot)

$
—

$
—

Weighted average on all renewals (per sq foot)

$
1.00

$
0.55

Weighted average change over prior rates

6.55
%

4.82
%

New Leases (a) (b):

New leases (sq feet)

26,265

68,665

New leases (count)

3

6

Weighted average rate (per sq foot)

$
13.69

$
13.30


	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023
Renewals (a):
Leases renewed with rate increase (sq feet)	50,999			42,971			120,750
Leases renewed with rate decrease (sq feet)	—			29,223			—
Leases renewed with no rate change (sq feet)	—			—			7,643
Total leases renewed (sq feet)	50,999			72,194			128,393

Leases renewed with rate increase (count)	9			8			17
Leases renewed with rate decrease (count)	—			2			—
Leases renewed with no rate change (count)	—			—			3
Total leases renewed (count)	9			10			20

Option exercised (count)	1			5			4

Weighted average on rate increases (per sq foot)	$	1.51		$	0.93		$	0.99
Weighted average on rate decreases (per sq foot)	$	—		$	(0.28)		$	—
Weighted average on all renewals (per sq foot)	$	1.51		$	0.44		$	0.93

Weighted average change over prior rates	10.35		%	3.67		%	7.33		%

New Leases (a) (b):
New leases (sq feet)	56,656			38,360			113,321
New leases (count)	8			5			14
Weighted average rate (per sq foot)	$	12.42		$	9.64		$	12.58

(a)

Lease data presented is based on average rate per square foot over the renewed or new lease term.

(b)

The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases.

Liquidity and Capital Resources

The Company funds operating expenses and other liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations and the ~~$10.5~~$10.0 million in restricted cash as of ~~June~~September 30, 2023. The Company does not have any scheduled debt maturities for the twelve months ending ~~June~~September 30, 2024. The Company is working to increase revenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets and financing of properties.

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its “REIT taxable ~~income”,~~income,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The Company paid preferred stock dividends through the second quarter of 2023 and has continued to declare preferred stock dividends through the third quarter of 2023. 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 under 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.

Table of Contents

Net Cash Flows

Six months ended June 30,

2023

2022

Cash flows provided by (used in):

Operating activities

$
5,806,000

$
16,082,000

Investing activities

$
(2,069,000
)

$
14,779,000

Financing activities

$
(5,376,000
)

$
(32,858,000
)


	Nine months ended September 30,
	2023		2022
Cash flows provided by (used in):
Operating activities	$	4,925,000	$	(22,424,000)
Investing activities	$	(335,000)	$	677,489,000
Financing activities	$	582,000	$	(644,868,000)

Operating Activities

Net cash provided by operating activities, before net changes in operating assets and liabilities, was ~~$4.0~~$6.6 million for the ~~six~~nine months ended ~~June~~September 30, ~~2023~~2023. Net cash used in operating activities, before net changes in operating assets and ~~$(10.4)~~liabilities, was $30.2 million for the ~~six~~nine months ended ~~June~~September 30, 2022. The increase was a result of the completion of the Grocery-Anchored Portfolio Sale and completion of the ~~Company's merger with WHLR in 2022.~~

Merger.

Investing Activities

Net cash flows (used in) provided by investing activities were primarily the result of the Company's property disposition activities and expenditures for property improvements. During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred ~~$(2.1)~~$3.1 million of expenditures for property ~~improvements.~~improvements, which was partially offset by net proceeds received of $2.8 million from the sale of the outparcel building adjacent to Carll's Corner. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company ~~incurred expenditures of $(16.9)~~received $667.4 million ~~for property improvements, $(0.2) million relating to contributions to~~in proceeds from the ~~Company's unconsolidated joint venture~~Grocery-Anchored Portfolio Sale and ~~received~~ $31.9 million in proceeds ~~due~~ from the sale of Riverview ~~Plaza.~~

Plaza, which was partially offset by $21.7 million of expenditures for property improvements.

Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company ~~had $(5.4)~~received $9.06 million of the proceeds of the $11.56 million Timpany Plaza Loan Agreement, which was partially offset by $8.1 million of preferred stock ~~distributions.~~distributions and $0.4 million of deferred financing costs made by the Company. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company ~~had net repayments of $(25.0) million under the revolving credit facility, $(6.3)~~made $405.4 million of preferred and common stock distributions, a $300.0 million term loan payoff, net payments of $66.0 million under the then-revolving credit facility, payments of $3.8 million of debt financing costs, $1.4 million of distributions to limited partners, the purchase of a minority interest in a joint venture for ~~$(1.0)~~$1.0 million and ~~$(0.6)~~$0.7 million of mortgage ~~repayments.~~

repayments, which were partially offset by a $130 million term loan and a $3.4 million benefit as a result of interest rate swap terminations.

Funds From Operations

Funds From Operations (“FFO”) is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company presents FFO in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (“Nareit”). Nareit generally defines FFO as net income (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment write-downs on real estate properties directly attributable to decreases in the value of depreciable real estate, plus real ~~estate related~~estate-related depreciation and amortization, and adjustments for partnerships and joint ventures to reflect FFO on the same basis. The Company considers FFO to be an appropriate measure of its financial performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value 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 measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as non-capitalized acquisition pursuit costs, amounts relating to early extinguishment of debt and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO further assists investors 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 attributable 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 not be comparable to such REITs.

Table of Contents

A reconciliation of net ~~loss~~income (loss) attributable to common shareholders to FFO and Operating FFO for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net income (loss) attributable to common shareholders	$	242,000	$	86,621,000	$	(6,187,000)	$	37,603,000
Real estate depreciation and amortization	2,738,000		3,973,000		8,540,000		19,039,000
Limited partners' interest	—		328,000		—		132,000
Gain on sales	(2,662,000)		(125,500,000)		(2,662,000)		(125,500,000)
Impairment charges	—		9,151,000		—		25,979,000
FFO applicable to diluted common shares	318,000		(25,427,000)		(309,000)		(42,747,000)
Transaction costs (a)	—		23,971,000		—		58,163,000
Operating FFO applicable to diluted common shares	$	318,000	$	(1,456,000)	$	(309,000)	$	15,416,000

FFO per diluted common share	$	0.02	$	(1.85)	$	(0.02)	$	(3.10)
Operating FFO per diluted common share	$	0.02	$	(0.11)	$	(0.02)	$	1.12
Weighted average number of diluted common shares (b):
Common shares and equivalents	13,718,000		13,697,000		13,718,000		13,717,000
OP Units	—		30,000		—		59,000
	13,718,000		13,727,000		13,718,000		13,776,000

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Net loss attributable to common shareholders

$
(3,755,000
)

$
(45,275,000
)

$
(6,429,000
)

$
(49,019,000
)
Real estate depreciation and amortization

3,309,000

6,809,000

5,802,000

15,066,000

Limited partners' interest

—

(176,000
)

—

(196,000
)
Impairment charges

—

16,121,000

—

16,829,000

FFO applicable to diluted common shares

(446,000
)

(22,521,000
)

(627,000
)

(17,320,000
)
Transaction costs (a)

—

30,457,000

—

34,192,000

Operating FFO applicable to diluted common shares

$
(446,000
)

$
7,936,000

$
(627,000
)

$
16,872,000

FFO per diluted common share

$
(0.03
)

$
(1.64
)

$
(0.05
)

$
(1.25
)
Operating FFO per diluted common share

$
(0.03
)

$
0.58

$
(0.05
)

$
1.22

Weighted average number of diluted common shares (b):

Common shares and equivalents

13,718,000

13,703,000

13,718,000

13,728,000

OP Units

—

65,000

—

73,000

13,718,000

13,768,000

13,718,000

13,801,000

(a)

Includes costs incurred in connection with the ~~previously announced dual-track strategic alternatives process.~~

Grocery-Anchored Portfolio Sale and Merger.

(b)

The weighted average number of diluted common shares used to compute FFO and Operating FFO 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.

Inflation

If inflation rates increase, substantially all of the Company’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. In 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’s business. Conversely, deflation could lead to downward pressure on rents and other sources of income.

Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. The duration of the Company's indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

One of the principal market risks facing the Company is the risk of 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.

With respect to the Company’s fixed-rate secured 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.

Table of Contents

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, ~~(as~~as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, designed to ensure that information required to be disclosed in its filings under the Exchange Act is reported within the time periods

specified in the rules and regulations of the ~~Securities and Exchange Commission (“SEC”).~~SEC. In this regard, the Company has formed a Disclosure Committee currently comprising ~~several~~ of the Company’s executive officers as well as certain other ~~employees~~individuals with knowledge of information 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 the Company's disclosure controls and procedures as of ~~June~~September 30, 2023, and have concluded that such disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company's internal control over financial reporting that occurred during the three months ended ~~June~~September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 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, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

See Note 6, Commitments and Contingencies, to our condensed consolidated financial statements included in this Form 10-Q.

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds

and Issuer Purchases of Equity Securities

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit 2.1.a						Asset Purchase Agreement, dated as of March 2, 2022, by and among Cedar Realty Trust, Inc., DRA Fund X-B LLC, and KPR Centers LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on March 3, 2022.*
Exhibit 2.1.b						First Amendment to Asset Purchase and Sale Agreement, dated as of April 1, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC, incorporated by reference to Exhibit 2.1.b of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.c						Second Amendment to Asset Purchase and Sale Agreement, dated as of April 29, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC,


	incorporated by reference to Exhibit 2.1.c of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.d		Third Amendment to Asset Purchase and Sale Agreement, dated as of July 7, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC incorporated by reference to Exhibit 2.1.d of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.2.a		Agreement and Plan of Merger, dated as of March 2, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 2.2 of the Registrant’s Form 8-K filed on March 3, 2022.*
Exhibit 2.2.b		First Amendment to Merger Agreement, dated as of April 19, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Annex B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 21, 2022.
Exhibit 2.2.c		Second Amendment to Merger Agreement, entered into as of August 9, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on August 12, 2022.

Table of Contents


Exhibit 3.1.a						Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-K for the year ended December 31, 2013 filed on February 25, 2014.
Exhibit 3.1.b						Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-A filed on August 18, 2017.
Exhibit 3.1.c						Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on August 22, 2017.
Exhibit 3.1.d						Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on December 15, 2017.
Exhibit 3.1.e						Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 7, 2018.
Exhibit 3.1.f						Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 27, 2020.
Exhibit 3.2						Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on November 27, 2020.
Exhibit 31.1						Rule 13a-14(a) Certification of Chief Executive Officer
Exhibit 31.2						Rule 13a-14(a) Certification of Chief Financial Officer
Exhibit 32.1						Section 1350 Certification of Chief Executive Officer
Exhibit 32.2						Section 1350 Certification of Chief Financial Officer

Exhibit 101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRLtags are embedded within the Inline XBRL document.

Exhibit 101.SCH						Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted exhibit to the SEC upon request by the SEC.

27Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR REALTY TRUST, INC.

By:

/s/ M. ANDREW FRANKLIN

By:

/s/ CRYSTAL PLUM

M. Andrew Franklin

Crystal Plum

Chief Executive Officer and President

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

~~August 8,~~November 7, 2023


Maryland			42-1241468
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2529 Virginia Beach Blvd. Virginia Beach,, Virginia			23452
(Address of principal executive offices)			(Zip Code)


	September 30,		December 31,
	2023		2022
	(unaudited)
ASSETS
Real estate:
Land	$	69,085,000	$	69,111,000
Buildings and improvements	296,022,000		294,999,000
	365,107,000		364,110,000
Less accumulated depreciation	(164,369,000)		(157,468,000)
Real estate, net	200,738,000		206,642,000


Cash and cash equivalents	8,606,000		3,899,000
Restricted cash	10,029,000		9,564,000
Receivables, net	5,715,000		6,135,000
Deferred costs and other assets, net	9,756,000		7,924,000
TOTAL ASSETS	$	234,844,000	$	234,164,000

LIABILITIES AND EQUITY
Loans payable, net	$	140,384,000	$	131,462,000
Accounts payable, accrued expenses, and other liabilities	7,300,000		10,094,000
Due to Wheeler Real Estate Investment Trust, Inc.	8,386,000		7,328,000
Below market lease intangibles, net	2,759,000		3,078,000
Total liabilities	158,829,000		151,962,000

Commitments and contingencies	—		—

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	(952,672,000)		(946,485,000)
Total equity	76,015,000		82,202,000
TOTAL LIABILITIES AND EQUITY	$	234,844,000	$	234,164,000


	June 30,			December 31,
	2023			2022
	(unaudited)
ASSETS
Real estate:
Land	$	69,085,000		$	69,111,000
Buildings and improvements		295,106,000			294,999,000
		364,191,000			364,110,000
Less accumulated depreciation		(161,961,000	)		(157,468,000	)
Real estate, net		202,230,000			206,642,000

Real estate held for sale		113,000			—
Cash and cash equivalents		1,291,000			3,899,000
Restricted cash		10,533,000			9,564,000
Receivables, net		5,067,000			6,135,000
Deferred costs and other assets, net		7,964,000			7,924,000
TOTAL ASSETS	$	227,198,000		$	234,164,000

LIABILITIES AND EQUITY
Loans payable, net	$	131,555,000		$	131,462,000
Accounts payable, accrued expenses, and other liabilities		8,450,000			10,094,000
Due to Wheeler Real Estate Investment Trust, Inc.		8,556,000			7,328,000
Below market lease intangibles, net		2,864,000			3,078,000
Total liabilities		151,425,000			151,962,000

Commitments and contingencies		—			—

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		(952,914,000	)		(946,485,000	)
Total equity		75,773,000			82,202,000
TOTAL LIABILITIES AND EQUITY	$	227,198,000		$	234,164,000


	Six months ended June 30,
	2023			2022
Supplemental disclosure of cash activities:
Cash paid for interest	$	3,585,000		$	9,419,000
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		(1,028,000	)		3,764,000


	Nine months ended September 30,
	2023		2022
Supplemental disclosure of cash activities:
Cash paid for interest	$	5,467,000	$	12,273,000
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	407,000		641,000
Payoff of mortgages through mortgage assumptions	—		157,925,000


☒x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements			~~Financial Statements~~

		Condensed Consolidated Balance Sheets – ~~June~~September 30, 2023 (unaudited) and December 31, 2022	4

		Condensed Consolidated Statements of Operations – Three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (unaudited)	5

		Condensed Consolidated Statements of Comprehensive ~~Loss~~Income – Three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (unaudited)	6

		Condensed Consolidated Statements of Equity – ~~Six~~Nine months ended ~~June~~September 30, 2023 and 2022 (unaudited)	~~7-9~~7-9

		Condensed Consolidated Statements of Cash Flows – ~~Six~~Nine months ended ~~June~~September 30, 2023 and 2022 (unaudited)	10

		Notes to Condensed Consolidated Financial Statements (unaudited)	~~11-18~~11-19

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~19-25~~20-26

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	2526

Item 4.		Controls and Procedures	~~25 - 26~~27

Part II. Other Information

Item 1.		Legal Proceedings	2628

Item 1A.		Risk Factors	2628

Item 2.		Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds and Issuer Purchases of Equity Securities	2628

Item 3.		Defaults Upon Senior Securities	2628

Item 4.		Mine Safety Disclosures	2628

Item 5.		Other Information	2628

Item 6.	Exhibits	~~Exhibits~~28		26 - 2729

Signatures		2830


	Preferred stock			Common stock			Additional paid-in capital		Cumulative distributions in excess of net income		Total Equity
	Shares	Amount		Shares	Amount
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	—	—		—	—		—		14,000		14,000
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, March 31, 2023	6,450,000	159,541,000		13,718,000	823,000		868,323,000		(949,159,000)		79,528,000
Net (loss)	—	—		—	—		—		(1,067,000)		(1,067,000)
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, June 30, 2023	6,450,000	159,541,000		13,718,000	823,000		868,323,000		(952,914,000)		75,773,000
Net income	—	—		—	—		—		2,930,000		2,930,000
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, September 30, 2023	6,450,000	$	159,541,000	13,718,000	$	823,000	$	868,323,000	$	(952,672,000)	$	76,015,000


	Cedar Realty Trust, Inc. Shareholders
	Preferred stock			Common stock			Treasury stock, at cost		Additional paid-in capital		Cumulative distributions in excess of net income		Accumulated other comprehensive income		Total
	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 (loss)	—	—		—	—		—		—		(1,056,000)		—		(1,056,000)
Unrealized gain on change in fair value of cash flow hedges	—	—		—	—		—		—		—		8,289,000		8,289,000
Share-based compensation, net	—	—		(21,000)	(1,000)		2,459,000		(2,498,000)		—		—		(40,000)
Common stock sales, net of issuance expenses	—	—		—	—		—		1,000		—		—		1,000
Preferred stock dividends	—	—		—	—		—		—		(2,688,000)		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—	—		—	—		—		—		(900,000)		—		(900,000)
Reallocation adjustment of limited partners' interest	—	—		—	—		—		(4,000)		—		—		(4,000)
Balance, March 31, 2022	6,450,000	159,541,000		13,637,000	819,000		(10,807,000)		878,508,000		(587,108,000)		31,000		440,984,000
Net (loss)	—	—		—	—		—		—		(42,587,000)		—		(42,587,000)
Unrealized gain on change in fair value of cash flow hedges	—	—		—	—		—		—		—		3,104,000		3,104,000
Share-based compensation, net	—	—		(79,000)	(5,000)		47,000		245,000		—		—		287,000
Purchase of OP Units	—	—		—	—		—		—		—		—		—
Preferred stock dividends	—	—		—	—		—		—		(2,688,000)		—		(2,688,000)
Acquisition of minority interests	—	—		—	—		—		(1,000,000)		—		—		(1,000,000)
Reallocation adjustment of limited partners' interest	—	—		—	—		—		228,000		—		—		228,000
Balance, June 30, 2022	6,450,000	159,541,000		13,558,000	814,000		(10,760,000)		877,981,000		(632,383,000)		3,135,000		398,328,000
Net income	—	—		—	—		—		—		89,309,000		—		89,309,000
Unrealized (loss) on change in fair value of cash flow hedges	—	—		—	—		—		—		—		(3,135,000)		(3,135,000)
Share-based compensation, net	—	—		(3,000)	—		10,760,000		(10,047,000)		—		—		713,000
Common stock offering	—	—		13,718,000	823,000		—		(823,000)		—		—		—
Common stock repurchases	—	—		(13,669,000)	(821,000)		—		821,000		—		—		—
Common stock issuance	—	—		114,000	7,000		—		(7,000)		—		—		—
Preferred stock dividends	—	—		—	—		—		—		(2,688,000)		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—	—		—	—		—		—		(396,400,000)		—		(396,400,000)
Reallocation adjustment of limited partners' interest	—	—		—	—		—		398,000		—		—		398,000
Balance, September 30, 2022	6,450,000	$	159,541,000	13,718,000	$	823,000	$	—	$	868,323,000	$	(942,162,000)	$	—	$	86,525,000


	Noncontrolling Interests
	Minority interest in consolidated joint ventures		Limited partners' interest in Operating Partnership		Total		Total Equity
Balance, December 31, 2021	$	—	$	2,586,000	$	2,586,000	$	439,968,000
Net (loss)	—		(20,000)		(20,000)		(1,076,000)
Unrealized gain on change in fair value of cash flow hedges	—		49,000		49,000		8,338,000
Share-based compensation, net	—		—		—		(40,000)
Common stock sales, net of issuance expenses	—		—		—		1,000
Preferred stock dividends	—		—		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—		(5,000)		(5,000)		(905,000)
Reallocation adjustment of limited partners' interest	—		4,000		4,000		—
Balance, March 31, 2022	—		2,614,000		2,614,000		443,598,000
Net (loss)	—		(176,000)		(176,000)		(42,763,000)
Unrealized gain on change in fair value of cash flow hedges	—		10,000		10,000		3,114,000
Share-based compensation, net	—		—		—		287,000
Purchase of OP Units	—		(726,000)		(726,000)		(726,000)
Preferred stock dividends	—		—		—		(2,688,000)
Acquisition of minority interests	—		—		—		(1,000,000)
Reallocation adjustment of limited partners' interest	—		(228,000)		(228,000)		—
Balance, June 30, 2022	—		1,494,000		1,494,000		399,822,000
Net income	—		328,000		328,000		89,637,000
Unrealized (loss) on change in fair value of cash flow hedges	—		4,000		4,000		(3,131,000)
Share-based compensation, net	—		—		—		713,000
Common stock offering	—		—		—		—
Common stock repurchases	—		—		—		—
Common stock issuance	—		—		—		—
Preferred stock dividends	—		—		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—		(1,428,000)		(1,428,000)		(397,828,000)
Reallocation adjustment of limited partners' interest	—		(398,000)		(398,000)		—
Balance, September 30, 2022	$	—	$	—	$	—	$	86,525,000


											Cumulative
									Additional		distributions
	Preferred stock				Common stock				paid-in		in excess of			Total
	Shares		Amount		Shares		Amount		capital		net income			Equity
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		—		—		—		—		—		14,000			14,000
Preferred stock dividends		—		—		—		—		—		(2,688,000	)		(2,688,000	)
Balance, March 31, 2023		6,450,000		159,541,000		13,718,000		823,000		868,323,000		(949,159,000	)		79,528,000
Net (loss)		—		—		—		—		—		(1,067,000	)		(1,067,000	)
Preferred stock dividends		—		—		—		—		—		(2,688,000	)		(2,688,000	)
Balance, June 30, 2023		6,450,000	$	159,541,000		13,718,000	$	823,000	$	868,323,000	$	(952,914,000	)	$	75,773,000


	Cedar Realty Trust, Inc. Shareholders
																	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			Total
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 (loss)		—		—		—			—			—			—			(1,056,000	)		—			(1,056,000	)
Unrealized gain on change in fair value of cash flow hedges		—		—		—			—			—			—			—			8,289,000			8,289,000
Share-based compensation, net		—		—		(21,000	)		(1,000	)		2,459,000			(2,498,000	)		—			—			(40,000	)
Common stock sales, net of issuance expenses		—		—		—			—			—			1,000			—			—			1,000
Preferred stock dividends		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—			—			—			—			(900,000	)		—			(900,000	)
Reallocation adjustment of limited partners' interest		—		—		—			—			—			(4,000	)		—			—			(4,000	)
Balance, March 31, 2022		6,450,000		159,541,000		13,637,000			819,000			(10,807,000	)		878,508,000			(587,108,000	)		31,000			440,984,000
Net (loss)		—		—		—			—			—			—			(42,587,000	)		—			(42,587,000	)
Unrealized gain on change in fair value of cash flow hedges		—		—		—			—			—			—			—			3,104,000			3,104,000
Share-based compensation, net		—		—		(79,000	)		(5,000	)		47,000			245,000			—			—			287,000
Purchase of OP Units		—		—		—			—			—			—			—			—			—
Preferred stock dividends		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)
Acquisition of minority interests		—		—		—			—			—			(1,000,000	)		—			—			(1,000,000	)
Reallocation adjustment of limited partners' interest		—		—		—			—			—			228,000			—			—			228,000
Balance, June 30, 2022		6,450,000	$	159,541,000		13,558,000		$	814,000		$	(10,760,000	)	$	877,981,000		$	(632,383,000	)	$	3,135,000		$	398,328,000


	Noncontrolling Interests
	Minority		Limited
	interest in		partners'
	consolidated		interest in
	joint		Operating						Total
	ventures		Partnership			Total			Equity
Balance, December 31, 2021	$	—	$	2,586,000		$	2,586,000		$	439,968,000
Net (loss)		—		(20,000	)		(20,000	)		(1,076,000	)
Unrealized gain on change in fair value of cash flow hedges		—		49,000			49,000			8,338,000
Share-based compensation, net		—		—			—			(40,000	)
Common stock sales, net of issuance expenses		—		—			—			1,000
Preferred stock dividends		—		—			—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		(5,000	)		(5,000	)		(905,000	)
Reallocation adjustment of limited partners' interest		—		4,000			4,000			—
Balance, March 31, 2022		—		2,614,000			2,614,000			443,598,000
Net (loss)		—		(176,000	)		(176,000	)		(42,763,000	)
Unrealized gain on change in fair value of cash flow hedges		—		10,000			10,000			3,114,000
Share-based compensation, net		—		—			—			287,000
Purchase of OP Units		—		(726,000	)		(726,000	)		(726,000	)
Preferred stock dividends		—		—			—			(2,688,000	)
Acquisition of minority interests				—			—			(1,000,000	)
Reallocation adjustment of limited partners' interest		—		(228,000	)		(228,000	)		—
Balance, June 30, 2022	$	—	$	1,494,000		$	1,494,000		$	399,822,000


		June 30, 2023
					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			(3,445,000	)
		$	131,555,000


	(Loss) recognized in other
	comprehensive income
	reclassified into earnings (effective portion)
	Three months ended June 30,					Six months ended June 30,
Classification	2023		2022			2023		2022
Continuing Operations	$	—	$	(958,000	)	$	—	$	(2,320,000	)


	Series B		Series C
	Preferred Stock		Preferred Stock
Par value	$	0.01	$	0.01
Liquidation value	$	25.00	$	25.00

	June 30, 2023				December 31, 2022
	Series B		Series C		Series B		Series C
	Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock
Shares 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


	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Operating income (loss)	$	884,000		$	(31,212,000	)	$	2,802,000		$	(35,318,000	)
Add (deduct):
Corporate general and administrative		958,000			2,862,000			1,670,000			5,773,000
Transaction costs		—			30,457,000			—			34,192,000
Impairment charges		—			2,000			—			199,000
Depreciation and amortization		3,309,000			2,850,000			5,802,000			5,351,000
Straight-line rents		(271,000	)		35,000			(461,000	)		45,000
Above (below) market lease amortization, net		(105,000	)		(161,000	)		(128,000	)		(322,000	)
Other non-property revenue		(76,000	)		(109,000	)		(121,000	)		(308,000	)
NOI related to properties not defined as same-property		133,000			(106,000	)		(71,000	)		(449,000	)
Same-property NOI	$	4,832,000		$	4,618,000		$	9,493,000		$	9,163,000

Number of same properties		19			19			19			19
Same-property occupancy, end of period		84.5	%		83.1	%		84.5	%		83.1	%
Same-property leased, end of period		87.7	%		83.3	%		87.7	%		83.3	%
Same-property average base rent, end of period	$	10.50		$	10.53		$	10.50		$	10.53


	Three months ended			Six months ended
	June 30, 2023			June 30, 2023
Renewals (a):
Leases renewed with rate increase (sq feet)		13,580			69,751
Leases renewed with rate decrease (sq feet)		—			—
Leases renewed with no rate change (sq feet)		5,643			7,643
Total leases renewed (sq feet)		19,223			77,394

Leases renewed with rate increase (count)		3			8
Leases renewed with rate decrease (count)		—			—
Leases renewed with no rate change (count)		2			3
Total leases renewed (count)		5			11

Option exercised (count)		1			3

Weighted average on rate increases (per sq foot)	$	1.41		$	0.61
Weighted average on rate decreases (per sq foot)	$	—		$	—
Weighted average on all renewals (per sq foot)	$	1.00		$	0.55

Weighted average change over prior rates		6.55	%		4.82	%

New Leases (a) (b):
New leases (sq feet)		26,265			68,665
New leases (count)		3			6
Weighted average rate (per sq foot)	$	13.69		$	13.30