QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Maryland 42-1241468 (I.R.S. Employer 23452 (Address of principal executive offices) (Zip Code) Title of each class Trading Symbol(s) Name of each exchange on which registered 7.25% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value CDRpB New York Stock Exchange 6.50% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value CDRpC New York Stock Exchange Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company 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 CASH FLOWS Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 REVENUES Rental revenues $ 8,253,000 $ 8,293,000 $ 16,894,000 $ 16,808,000 Other revenues 31,000 137,000 313,000 338,000 Total revenues 8,284,000 8,430,000 17,207,000 17,146,000 EXPENSES Operating, maintenance and management 1,729,000 1,945,000 4,140,000 4,181,000 Real estate and other property-related taxes 1,404,000 1,526,000 2,793,000 2,768,000 Corporate general and administrative 958,000 2,862,000 1,670,000 5,773,000 Depreciation and amortization 3,309,000 2,850,000 5,802,000 5,351,000 Total expenses 7,400,000 9,183,000 14,405,000 18,073,000 OTHER Transaction costs — (30,457,000 ) — (34,192,000 ) Impairment charges — (2,000 ) — (199,000 ) Total other — (30,459,000 ) — (34,391,000 ) OPERATING INCOME (LOSS) 884,000 (31,212,000 ) 2,802,000 (35,318,000 ) NON-OPERATING INCOME AND EXPENSES Interest expense, net (1,951,000 ) (3,130,000 ) (3,855,000 ) (5,837,000 ) Total non-operating income and expenses (1,951,000 ) (3,130,000 ) (3,855,000 ) (5,837,000 ) NET LOSS FROM CONTINUING OPERATIONS (1,067,000 ) (34,342,000 ) (1,053,000 ) (41,155,000 ) DISCONTINUED OPERATIONS Income from discontinued operations — 7,698,000 — 13,946,000 Impairment charges — (16,119,000 ) — (16,630,000 ) Total loss from discontinued operations — (8,421,000 ) — (2,684,000 ) NET LOSS (1,067,000 ) (42,763,000 ) (1,053,000 ) (43,839,000 ) Net loss attributable to noncontrolling interests: Limited partners' interest in Operating Partnership — 176,000 — 196,000 Total net loss attributable to noncontrolling interests — 176,000 — 196,000 NET LOSS ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. (1,067,000 ) (42,587,000 ) (1,053,000 ) (43,643,000 ) Preferred stock dividends (2,688,000 ) (2,688,000 ) (5,376,000 ) (5,376,000 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (3,755,000 ) $ (45,275,000 ) $ (6,429,000 ) $ (49,019,000 ) 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 ) Weighted average number of common shares - basic and diluted 13,718,000 13,288,000 13,718,000 13,287,000 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 ) 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 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 Principles of Consolidation/Basis of Preparation Supplemental Condensed Consolidated Statements of Cash Flows Information 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 Recently Issued and Adopted Accounting Pronouncements 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 $ — operations. Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 REVENUES Rental revenues $ — $ 20,824,000 $ — $ 42,472,000 Other revenues — 102,000 — 157,000 Total revenues — 20,926,000 — 42,629,000 EXPENSES Operating, maintenance and management — 4,386,000 — 9,236,000 Real estate and other property-related taxes — 3,278,000 — 6,534,000 Corporate general and administrative — 91,000 — 151,000 Depreciation and amortization — 3,964,000 — 9,726,000 Total expenses — 11,719,000 — 25,647,000 OPERATING INCOME — 9,207,000 — 16,982,000 NON-OPERATING INCOME AND EXPENSES Interest expense, net — (1,509,000 ) — (3,036,000 ) Total non-operating income and expenses — (1,509,000 ) — (3,036,000 ) INCOME FROM DISCONTINUED OPERATIONS — 7,698,000 — 13,946,000 Impairment charges — (16,119,000 ) — (16,630,000 ) TOTAL LOSS FROM DISCONTINUED OPERATIONS $ — $ (8,421,000 ) $ — $ (2,684,000 ) 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. Debt obligations are composed of the following at 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 The following presents the effect of the Company’s qualifying interest rate swaps on the condensed consolidated statements of operations for the three and (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 ) 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: 2023. The Court has set a briefing schedule. At this juncture, the outcome of the litigation remains uncertain. The Company is authorized to issue up to 12,500,000 shares of preferred 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 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 On August 26, 2022, the Company paid merger consideration of $9.48 per share on shares of the Company's outstanding common stock. Rental revenues for the three and 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 The following tables set forth certain share-based compensation information for the three and 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 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 ) 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 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 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 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 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 ) Merger. Plaza, which was partially offset by $21.7 million of expenditures for property improvements. 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. 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 specified in the rules and regulations of the and Issuer Purchases of Equity Securities Exhibit 2.1.a Exhibit 2.1.b Exhibit 2.1.c 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 Exhibit 2.2.a Exhibit 2.2.b Exhibit 2.2.c Exhibit 3.1.a Exhibit 3.1.b Exhibit 3.1.c Exhibit 3.1.d Exhibit 3.1.e Exhibit 3.1.f Exhibit 3.2 Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2 Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRLtags are embedded within the Inline XBRL document. Inline XBRL Taxonomy Extension Schema Document Inline XBRL Taxonomy Extension Calculation Linkbase Document Inline XBRL Taxonomy Extension Definition Linkbase Document Inline XBRL Taxonomy Extension Label Linkbase Document Inline XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) By: /s/ M. ANDREW FRANKLIN By: /s/ CRYSTAL PLUM M. Andrew Franklin Crystal Plum Chief Executive Officer and President Chief Financial Officer☒xJuneSeptember 30, 2023☐o
Identification No.), Virginia(757) (757) 627-9088Yes☒x No ☐oYes☒x No ☐o☐o☒x ☐o☐o ☐o ☐o☐o No ☒xAugust 4,November 3, 2023, there were 13,718,169 shares of Common Stock, $0.06 par value per share, outstanding.CurrentQuarterly Report on Form 10-Q or incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cedar Realty Trust, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import, or the negative thereof. Factors that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: (i) the ability of the Company to successfully integrate its business with Wheeler Real Estate Investment Trust, Inc.; (ii) the risk that shareholder litigation in connection with the Transactions (as defined herein) may result in significant costs of defense, indemnification and liability; (iii) the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (iv) the loss or bankruptcy of the Company’s tenants; (v) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration; (vi) the Company’s ability to re-lease its properties on the same or better terms in the event of nonrenewalnon-renewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; (vii) financing risks, such as the Company’s inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability and increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (viii) the impact of the Company's leverage on operating performance; (ix) risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; (x) risks endemic to real estate and the real estate industry generally; (xi) competitive risks; (xii) risks related to the geographic concentration of the Company’s properties in the Northeast; (xiii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiv) the risk that the Company’s insurance coverage may not be sufficient to fully cover its losses; (xv) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xvi) information technology security breaches. For further discussion of factors that could materially affect the outcome of forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other documents that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time.3September 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 Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 REVENUES Rental revenues $ 8,340,000 $ 7,522,000 $ 25,234,000 $ 24,329,000 Other revenues 280,000 288,000 593,000 626,000 Total revenues 8,620,000 7,810,000 25,827,000 24,955,000 EXPENSES Operating, maintenance and management 1,506,000 2,080,000 5,646,000 6,260,000 Real estate and other property-related taxes 1,417,000 1,557,000 4,210,000 4,325,000 Corporate general and administrative 679,000 3,875,000 2,349,000 9,648,000 Depreciation and amortization 2,738,000 4,010,000 8,540,000 9,361,000 Total expenses 6,340,000 11,522,000 20,745,000 29,594,000 OTHER 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) Total other 2,662,000 (33,122,000) 2,662,000 (67,513,000) OPERATING INCOME (LOSS) 4,942,000 (36,834,000) 7,744,000 (72,152,000) NON-OPERATING INCOME AND EXPENSES Interest (expense) income, net (2,012,000) 615,000 (5,867,000) (5,222,000) Total non-operating income and expenses (2,012,000) 615,000 (5,867,000) (5,222,000) NET INCOME (LOSS) FROM CONTINUING OPERATIONS 2,930,000 (36,219,000) 1,877,000 (77,374,000) DISCONTINUED OPERATIONS Income from discontinued operations — 356,000 — 14,302,000 Impairment charges — — — (16,629,000) Gain on sales — 125,500,000 — 125,500,000 Total income from discontinued operations — 125,856,000 — 123,173,000 NET INCOME 2,930,000 89,637,000 1,877,000 45,799,000 Net income attributable to noncontrolling interests: Limited partners' interest in Operating Partnership — (328,000) — (132,000) Total net income attributable to noncontrolling interests — (328,000) — (132,000) NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. 2,930,000 89,309,000 1,877,000 45,667,000 Preferred stock dividends (2,688,000) (2,688,000) (8,064,000) (8,064,000) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 242,000 $ 86,621,000 $ (6,187,000) $ 37,603,000 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 Weighted average number of common shares - basic and diluted 13,718,000 13,494,000 13,718,000 13,357,000 Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Net income $ 2,930,000 $ 89,637,000 $ 1,877,000 $ 45,799,000 Unrealized (loss) gain on change in fair value of cash flow hedges — (3,131,000) — 8,321,000 Comprehensive income 2,930,000 86,506,000 1,877,000 54,120,000 Comprehensive income attributable to noncontrolling interests — (332,000) — (195,000) Comprehensive income attributable to Cedar Realty Trust, Inc. $ 2,930,000 $ 86,174,000 $ 1,877,000 $ 53,925,000 Preferred stock Common stock Additional
paid-in
capitalCumulative
distributions
in excess of
net incomeTotal
EquityShares 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 Preferred stock Common stock Treasury
stock,
at costAdditional
paid-in
capitalCumulative
distributions
in excess of
net incomeAccumulated
other
comprehensive
incomeTotal 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 Minority
interest in
consolidated
joint
venturesLimited
partners'
interest in
Operating
Partnership Total
EquityBalance, 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 OPERATIONSNine months ended September 30, 2023 2022 OPERATING ACTIVITIES Net income $ 1,877,000 $ 45,799,000 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sales (2,662,000) (125,500,000) Impairment charges — 25,979,000 Straight-line rents and expenses, net (665,000) (376,000) Credit adjustments on operating lease receivables (504,000) 1,070,000 Depreciation and amortization 8,540,000 19,088,000 Above (below) market lease amortization, net (233,000) (595,000) Expense relating to share-based compensation, net — 1,608,000 Amortization of deferred financing costs 276,000 2,679,000 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Receivables, net 1,588,000 (15,232,000) Deferred costs and other assets, net (2,630,000) (6,007,000) Accounts payable, accrued expenses, and other liabilities (662,000) 29,063,000 Net cash provided by (used in) operating activities 4,925,000 (22,424,000) INVESTING ACTIVITIES Expenditures for real estate improvements (3,094,000) (21,693,000) Net proceeds from sales of real estate 2,759,000 699,337,000 Contributions to unconsolidated joint venture — (155,000) Net cash (used in) provided by investing activities (335,000) 677,489,000 FINANCING ACTIVITIES Repayments under revolving credit facility — (70,000,000) Advances under revolving credit facility — 4,000,000 Repayment of term note — (300,000,000) Proceeds (termination payment) related to interest rate swap — 3,400,000 Mortgage proceeds 9,060,000 130,000,000 Mortgage repayments — (664,000) Payments of deferred financing costs (414,000) (3,807,000) Noncontrolling interests: Distributions to limited partners — (467,000) Acquisition of joint venture minority interest share — (1,000,000) Redemption of OP units — (966,000) Preferred stock dividends (8,064,000) (8,064,000) Distributions to common shareholders — (397,300,000) Net cash provided by (used in) financing activities 582,000 (644,868,000) Net increase in cash, cash equivalents and restricted cash 5,172,000 10,197,000 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 $ 18,635,000 $ 13,466,000 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 8,606,000 $ 2,062,000 Restricted cash 10,029,000 11,404,000 Cash, cash equivalents and restricted cash $ 18,635,000 $ 13,466,000 5CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(unaudited)See accompanying notes to condensed consolidated financial statements6CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENT OF EQUITYSix months ended June 30, 2023(unaudited)See accompanying notes to condensed consolidated financial statements7CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENT OF EQUITYSix months ended June 30, 2022(unaudited)8CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENT OF EQUITYSix months ended June 30, 2022Continued(unaudited)See accompanying notes to condensed consolidated financial statements9CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)See accompanying notes to condensed consolidated financial statements10June(unaudited)JuneSeptember 30, 2023, the Company owned a portfolio of 19 operating properties.JuneSeptember 30, 2023, the Company owned a 100.0%100.0% interest in, and was the sole general partner of, the Operating Partnership and is a wholly-owned subsidiary of WHLR (as defined herein).$879$879 million, including the assumed debt. There were no material relationships among the Company, the Grocery-Anchored Purchasers, or any of their respective affiliates. On August 22, 2022, the Company completed the Merger. Each outstanding share of common stock of the Company and outstanding common unit of the Operating Partnership held by persons other than the Company immediately prior to the Merger were canceled and converted into the right to receive a cash payment of $9.48$9.48 per share or unit. As a result of the Merger, WHLR acquired all of the outstanding shares of the Company's common stock, which ceased to be publicly traded on the New York Stock Exchange (“NYSE”). The Company's outstanding 7.25%7.25% Series B Preferred Stock and 6.50%6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE. In addition, prior to consummation of the Merger, the Company's Board of Directors declared a special dividend on shares of the Company's outstanding common stock and OP Units of $19.52$19.52 per share, payable to holders of record of the Company's common stock and OP Units at the close of business on August 19, 2022. periods covered by the financialJuneNine 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 Real Estate Held for SaleAs of June 30,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 consistsstatements of the following:12Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsJune 30, 2023(unaudited)$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 oflossincome from discontinued operations:Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 REVENUES Rental revenues $ — $ 1,340,000 $ — $ 44,130,000 Other revenues — 26,000 — 184,000 Total revenues — 1,366,000 — 44,314,000 EXPENSES Operating, maintenance and management — 321,000 — 9,557,000 Real estate and other property-related taxes — 216,000 — 6,750,000 Corporate general and administrative — — — 468,000 Depreciation and amortization — — — 9,726,000 Total expenses — 537,000 — 26,501,000 OPERATING INCOME — 829,000 — 17,813,000 NON-OPERATING INCOME AND EXPENSES Interest expense, net — (473,000) — (3,511,000) Total non-operating income and expenses — (473,000) — (3,511,000) INCOME FROM DISCONTINUED OPERATIONS — 356,000 — 14,302,000 Impairment charges — — — (16,629,000) Gain on sales Gain on sales — 125,500,000 — 125,500,000 TOTAL INCOME FROM DISCONTINUED OPERATIONS TOTAL INCOME FROM DISCONTINUED OPERATIONS $ — $ 125,856,000 $ — $ 123,173,000 operationsoperating activities from discontinued operations was $0.0$0.0 million and $25.4$25.9 million for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively. Net cash used inprovided by investing activities from discontinued operations was $0.0$0.0 million and $16.0$651.5 million for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.JuneSeptember 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.13Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsJune 30, 2023(unaudited)JuneSeptember 30, 2023 and collateralized by 13 properties:September 30, 2023 Description Maturity
datesBalance
outstandingContractual
interest rates
weighted averageFixed-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 properties: 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.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 sixnine months ended JuneSeptember 30, 2023 and 2022:(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) JuneSeptember 30, 2023, the Company’s weighted average remaining lease term is approximately 48.348.1 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 JuneSeptember 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 sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.14Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsJune 30, 2023(unaudited)decision becomes final unless Plaintiffs seek reconsideration within 14 days or file an appeal withinappealed the dismissal to the United States Court of Appeals for the Fourth Circuit, Case No. 23-1905, docketed on August 30, days.August 12, 2022, Defendants requested permission to file aSeptember 25, 2023, the Court granted Defendants’ motion to dismiss the complaint with prejudice, and the time within which the Plaintiff responded 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.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 opposedThe motions have been fully briefed, including supplemental briefing on the motions.impact of the Maryland decision. The court has setheld 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.15Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsJune 30, 2023(unaudited)stock.stock, in the aggregate. The following tables summarize details about the Company’s preferred stock:Series B
Preferred StockSeries C
Preferred StockPar value $ 0.01 $ 0.01 Liquidation value $ 25.00 $ 25.00 September 30, 2023 December 31, 2022 Series B
Preferred StockSeries C
Preferred StockSeries B
Preferred StockSeries C
Preferred StockShares authorized 6,050,000 6,450,000 6,050,000 6,450,000 Shares issued and outstanding 1,450,000 5,000,000 1,450,000 5,000,000 Balance $ 34,767,000 $ 124,774,000 $ 34,767,000 $ 124,774,000 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 JulyOctober 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 AugustNovember 10, 2023.sixnine months ended JuneSeptember 30, 2023 and 2022, respectively, are comprised of the following: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 16Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsJune 30, 2023(unaudited)sixnine months ended JuneSeptember 30, 2023 and 2022, respectively: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 Junesixnine months ended JuneSeptember 30, 2023, the Company had 0.0 million of weighted average unvested restricted shares outstanding that were participating securities. For the three and sixnine months ended JuneSeptember 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 sixnine months ended JuneSeptember 30, 2023 and 2022:17Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsJune 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 sixnine months ended JuneSeptember 30, 2022, no restricted stock units would have been issuable under the Company’s then-President and CEOCEO's market performance-based equity award had the measurement period ended on JuneSeptember 30, 2022, and therefore this market performance-based equity award had no impact in calculating diluted EPS for this period. For the three and sixnine months ended JuneSeptember 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 sixnine months ended JuneSeptember 30, 2023 and 65,00030,000 and 73,00059,000 for the three and sixnine months ended JuneSeptember 30, 2022, respectively.Company.Company, pursuant to the Wheeler Real Estate Company Management Agreement. During the three and sixnine months ended JuneSeptember 30, 2023, the Company paid WHLR $0.0$0.7 million and0.41.1 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 JuneSeptember 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 notnot make any allocations to the Company for these services due to certain limitations set forth in the Cost Sharing Agreement.Note 12. Subsequent EventsTable of ContentsOn July 11, 2023, the Company sold an outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey for $3.0 million.18JuneSeptember 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.JuneSeptember 30, 2023 to JuneSeptember 30, 2022Three 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) 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 deemedattributable to be discontinued operationssame 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.$1.3$2.1 million in payroll relatedpayroll-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.higherlower primarily as a result of an increasea decrease of $0.5$1.2 million attributable to same center properties.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.lowerhigher 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.sixnine months ended JuneSeptember 30, 2023 to JuneSeptember 30, 2022Nine 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) $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.(2)(3) an increase of $0.6$0.1 million in property operating expenses attributable to same center properties.$2.6$4.7 million in payroll relatedpayroll-related costs, and (2) a decrease in other corporate general and administrative costs of $1.7$2.6 million, bothand (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.higherlower primarily as a result of an increasea decrease of $0.5$0.8 million attributable to same center properties.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.lowerhigher 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.21For 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 sixnine months ended JuneSeptember 30, 2023 increased 4.6%26.5% and 3.6%8.0%, respectively, compared to the same periods in the prior year.sixnine months ended JuneSeptember 30, 2023 and the three months ended September 30, 2022 for the 19-property portfolio: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 $10.5$10.0 million in restricted cash as of JuneSeptember 30, 2023. The Company does not have any scheduled debt maturities for the twelve months ending JuneSeptember 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.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.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) $4.0$6.6 million for the sixnine months ended JuneSeptember 30, 20232023. Net cash used in operating activities, before net changes in operating assets and $(10.4)liabilities, was $30.2 million for the sixnine months ended JuneSeptember 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.sixnine months ended JuneSeptember 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 sixnine months ended JuneSeptember 30, 2022, the Company incurred expenditures of $(16.9)received $667.4 million for property improvements, $(0.2) million relating to contributions toin proceeds from the Company's unconsolidated joint ventureGrocery-Anchored Portfolio Sale and received $31.9 million in proceeds due from the sale of Riverview Plaza.sixnine months ended JuneSeptember 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 sixnine months ended JuneSeptember 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.estate relatedestate-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.lossincome (loss) attributable to common shareholders to FFO and Operating FFO for the three and sixnine months ended JuneSeptember 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 previously announced dual-track strategic alternatives process.(asas 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 periods25Securities 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 employeesindividuals 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 JuneSeptember 30, 2023, and have concluded that such disclosure controls and procedures are effective.JuneSeptember 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.and Use of Proceeds26Exhibit 101.INS Exhibit 101.SCH Exhibit 101.CAL Exhibit 101.DEF Exhibit 101.LAB Exhibit 101.PRE Exhibit 104
(Principal Executive Officer)
(Principal Financial Officer and Principal Accounting Officer)August 8,November 7, 202328