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 CDRpB New York Stock Exchange CDRpC New York Stock Exchange Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company Notes to Condensed Consolidated Financial Statements (unaudited) Management’s Discussion and Analysis of Financial Condition and Results of Operations March 31, December 31, 2023 2022 (unaudited) ASSETS Real estate: Land $ 69,111,000 $ 69,111,000 Buildings and improvements 295,479,000 294,999,000 364,590,000 364,110,000 Less accumulated depreciation (159,515,000 ) (157,468,000 ) Real estate, net 205,075,000 206,642,000 Cash and cash equivalents 1,654,000 3,899,000 Restricted cash 10,153,000 9,564,000 Receivables, net 5,819,000 6,135,000 Other assets and deferred charges, net 8,881,000 7,924,000 TOTAL ASSETS $ 231,582,000 $ 234,164,000 LIABILITIES AND EQUITY Secured term loans, net $ 131,552,000 $ 131,462,000 Accounts payable and accrued liabilities 9,578,000 10,094,000 Due to Wheeler Real Estate Investment Trust, Inc. 7,955,000 7,328,000 Unamortized intangible lease liabilities 2,969,000 3,078,000 Total liabilities 152,054,000 151,962,000 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 (949,159,000 ) (946,485,000 ) Total equity 79,528,000 82,202,000 TOTAL LIABILITIES AND EQUITY $ 231,582,000 $ 234,164,000 CASH FLOWS Three months ended March 31, 2023 2022 REVENUES Rental revenues $ 8,641,000 $ 8,514,000 Other revenues 282,000 201,000 Total revenues 8,923,000 8,715,000 EXPENSES Operating, maintenance and management 2,411,000 2,237,000 Real estate and other property-related taxes 1,389,000 1,242,000 General and administrative 712,000 2,911,000 Depreciation and amortization 2,493,000 2,501,000 Total expenses 7,005,000 8,891,000 OTHER Transaction costs — (3,735,000 ) Impairment charges — (197,000 ) Total other — (3,932,000 ) OPERATING INCOME (LOSS) 1,918,000 (4,108,000 ) NON-OPERATING INCOME AND EXPENSES Interest expense, net (1,904,000 ) (2,707,000 ) Total non-operating income and expenses (1,904,000 ) (2,707,000 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS 14,000 (6,815,000 ) DISCONTINUED OPERATIONS Income from discontinued operations — 6,248,000 Impairment charges — (510,000 ) Total income from discontinued operations — 5,738,000 NET INCOME (LOSS) 14,000 (1,077,000 ) Net loss attributable to noncontrolling interests: Limited partners' interest in Operating Partnership — 20,000 Total net loss attributable to noncontrolling interests — 20,000 NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC. 14,000 (1,057,000 ) Preferred stock dividends (2,688,000 ) (2,688,000 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (2,674,000 ) $ (3,745,000 ) NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED): Continuing operations $ (0.19 ) $ (0.71 ) Discontinued operations — 0.43 $ (0.19 ) $ (0.28 ) Weighted average number of common shares - basic and diluted 13,718,000 13,285,000 Three months ended March 31, 2023 2022 Net income (loss) $ 14,000 $ (1,077,000 ) Unrealized gain on change in fair value of cash flow hedges — 8,338,000 Comprehensive income 14,000 7,261,000 Comprehensive (income) attributable to noncontrolling interests — (29,000 ) Comprehensive income attributable to Cedar Realty Trust, Inc. $ 14,000 $ 7,232,000 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 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) — — — — — — (1,057,000 ) — (1,057,000 ) 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 $ (587,109,000 ) $ 31,000 $ 440,983,000 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 ) (1,077,000 ) 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 $ 443,597,000 Three months ended March 31, 2023 2022 OPERATING ACTIVITIES Net income (loss) $ 14,000 $ (1,077,000 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Impairment charges — 707,000 Straight-line rents and expenses, net (191,000 ) (73,000 ) Provision for doubtful accounts (164,000 ) 44,000 Depreciation and amortization 2,493,000 8,263,000 Amortization of intangible lease liabilities, net (22,000 ) (269,000 ) Expense relating to share-based compensation, net — 542,000 Amortization of deferred financing costs 90,000 219,000 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Rents and other receivables, net 670,000 (1,169,000 ) Prepaid expenses and other (1,309,000 ) (923,000 ) Accounts payable and accrued liabilities (74,000 ) 2,441,000 Net cash provided by operating activities 1,507,000 8,705,000 INVESTING ACTIVITIES Expenditures for real estate improvements (475,000 ) (9,613,000 ) Contributions to unconsolidated joint venture — (155,000 ) Net cash used in investing activities (475,000 ) (9,768,000 ) FINANCING ACTIVITIES Advances under revolving credit facility — 4,000,000 Mortgage repayments — (284,000 ) Payments of debt financing costs — (6,000 ) Noncontrolling interests: Distributions to limited partners — (5,000 ) Preferred stock dividends (2,688,000 ) (2,688,000 ) Distributions to common shareholders — (900,000 ) Net cash (used in) provided by financing activities (2,688,000 ) 117,000 Net decrease in cash, cash equivalents and restricted cash (1,656,000 ) (946,000 ) 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 $ 11,807,000 $ 2,323,000 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 1,654,000 $ 2,093,000 Restricted cash 10,153,000 230,000 Cash, cash equivalents and restricted cash $ 11,807,000 $ 2,323,000 Principles of Consolidation/Basis of Preparation at the date of the financial statements, and the reported amounts of revenue and expenses during the Supplemental Condensed Consolidated Statements of Cash Flows Information Three months ended March 31, 2023 2022 Supplemental disclosure of cash activities: Cash paid for interest $ 1,704,000 $ 4,660,000 Supplemental disclosure of non-cash activities: Capitalization of interest and financing costs — 715,000 Buildings and improvements included in accounts payable and accrued liabilities 187,000 2,692,000 Recently Issued and Adopted Accounting Pronouncements Three months ended March 31, 2023 2022 REVENUES Rental revenues $ — $ 21,648,000 Other revenues — 56,000 Total revenues — 21,704,000 EXPENSES Operating, maintenance and management — 4,850,000 Real estate and other property-related taxes — 3,255,000 General and administrative — 60,000 Depreciation and amortization — 5,762,000 Total expenses — 13,927,000 OPERATING INCOME — 7,777,000 NON-OPERATING INCOME AND EXPENSES Interest expense, net — (1,529,000 ) Total non-operating income and expenses — (1,529,000 ) INCOME FROM DISCONTINUED OPERATIONS — 6,248,000 Impairment charges — (510,000 ) TOTAL INCOME FROM DISCONTINUED OPERATIONS $ — $ 5,738,000 Debt obligations are composed of the following at March 31, 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 (3,448,000 ) $ 131,552,000 The following presents the effect of the Company’s qualifying interest rate swaps on the condensed consolidated statements of operations for the three and nine months ended (Loss) recognized in other comprehensive income reclassified into earnings (effective portion) Three months ended March 31, Classification 2023 2022 Continuing Operations $ — $ (1,362,000 ) Rent expense under the Company’s ground lease and executive office lease agreements was approximately $0.2 million and $0.2 million for the nine months ended September 30, 2023 and 2022, respectively. 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 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 March 31, 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 March 31, 2023 2022 Common stock $ — $ 0.066 7.25% Series B Preferred Stock $ 0.453 $ 0.453 6.50% Series C Preferred Stock $ 0.406 $ 0.406 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 nine months ended Three months ended March 31, 2023 2022 Base rents $ 5,835,000 $ 6,286,000 Expense recoveries - variable lease revenue 2,261,000 1,997,000 Percentage rent - variable lease revenue 168,000 123,000 Straight-line rents 191,000 (11,000 ) Amortization of intangible lease liabilities, net 22,000 160,000 8,477,000 8,555,000 Credit adjustments on operating lease receivables 164,000 (41,000 ) Total rental revenues $ 8,641,000 $ 8,514,000 The following tables set forth certain share-based compensation information for the three and nine months ended Three months ended March 31, 2023 2022 Expense relating to share/unit grants $ — $ 584,000 Amounts capitalized — (42,000 ) Total charged to operations $ — $ 542,000 Three months ended March 31, 2023 2022 Numerator Net income (loss) from continuing operations $ 14,000 $ (6,815,000 ) Preferred stock dividends (2,688,000 ) (2,688,000 ) Net loss attributable to noncontrolling interests — 42,000 Net loss allocated to unvested shares — (23,000 ) Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares (2,674,000 ) (9,484,000 ) Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares — 5,716,000 Net loss attributable to vested common shares $ (2,674,000 ) $ (3,768,000 ) Denominator Weighted average number of vested common shares outstanding, basic and diluted 13,718,000 13,285,000 Net (loss) income per common share attributable to common shareholders (basic and diluted): Continuing operations $ (0.19 ) $ (0.71 ) Discontinued operations — 0.43 $ (0.19 ) $ (0.28 ) 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. Three months ended March 31, Change 2023 2022 Dollars Percent Revenues $ 8,923,000 $ 8,715,000 $ 208,000 2.4% Property operating expenses (3,800,000 ) (3,479,000 ) (321,000 ) 9.2% Property operating income 5,123,000 5,236,000 (113,000 ) General and administrative (712,000 ) (2,911,000 ) 2,199,000 -75.5% Depreciation and amortization (2,493,000 ) (2,501,000 ) 8,000 -0.3% Impairment charges — (197,000 ) 197,000 n/a Transaction costs — (3,735,000 ) 3,735,000 n/a Interest expense (1,904,000 ) (2,707,000 ) 803,000 -29.7% Income (loss) from continuing operations 14,000 (6,815,000 ) 6,829,000 Discontinued operations: Income from operations — 6,248,000 (6,248,000 ) -100.0% Impairment charges — (510,000 ) 510,000 n/a Net income (loss) 14,000 (1,077,000 ) 1,091,000 Net loss attributable to noncontrolling interests — 20,000 (20,000 ) n/a Net income (loss) attributable to Cedar Realty Trust, Inc. $ 14,000 $ (1,057,000 ) $ 1,071,000 in 2023 relates to the sale of the outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey. For the three months ended March 31, 2023 2022 Operating income (loss) $ 1,918,000 $ (4,108,000 ) Add (deduct): General and administrative 712,000 2,911,000 Transaction costs — 3,735,000 Impairment charges — 197,000 Depreciation and amortization 2,493,000 2,501,000 Straight-line rents (191,000 ) 11,000 Amortization of intangible lease liabilities (22,000 ) (160,000 ) Other non-property revenue (242,000 ) (201,000 ) NOI related to properties not defined as same-property — (344,000 ) Same-property NOI $ 4,668,000 $ 4,542,000 Number of same properties 19 19 Same-property occupancy, end of period 84.8 % 83.8 % Same-property leased, end of period 87.2 % 83.9 % Same-property average base rent, end of period $ 10.28 $ 10.53 Three months ended March 31, 2023 Renewals (a): Leases renewed with rate increase (sq feet) 56,171 Leases renewed with rate decrease (sq feet) - Leases renewed with no rate change (sq feet) 2,000 Total leases renewed (sq feet) 58,171 Leases renewed with rate increase (count) 5 Leases renewed with rate decrease (count) - Leases renewed with no rate change (count) 1 Total leases renewed (count) 6 Option exercised (count) 2 Weighted average on rate increases (per sq foot) $ 0.42 Weighted average on rate decreases (per sq foot) $ - Weighted average on all renewals (per sq foot) $ 0.40 Weighted average change over prior rates 3.96 % New Leases (a) (b): New leases (sq feet) 42,400 New leases (count) 3 Weighted average rate (per sq foot) $ 13.07 Three months ended March 31, 2023 2022 Cash flows (used in) provided by: Operating activities $ 1,507,000 $ 8,705,000 Investing activities $ (475,000 ) $ (9,768,000 ) Financing activities $ (2,688,000 ) $ 117,000 Merger. improvements. interest rate swap terminations. Three months ended March 31, 2023 2022 Net (loss) attributable to common shareholders $ (2,674,000 ) $ (3,745,000 ) Real estate depreciation and amortization 2,478,000 8,257,000 Limited partners' interest — (20,000 ) Impairment charges — 707,000 FFO applicable to diluted common shares (196,000 ) 5,199,000 Transaction costs (a) — 3,735,000 Operating FFO applicable to diluted common shares $ (196,000 ) $ 8,934,000 FFO per diluted common share $ (0.01 ) $ 0.38 Operating FFO per diluted common share $ (0.01 ) $ 0.65 Weighted average number of diluted common shares (b): Common shares and equivalents 13,718,000 13,752,000 OP Units — 81,000 13,718,000 13,833,000 and Issuer Purchases of Equity Securities Exhibit 2.1.a Exhibit 2.1.b Exhibit 2.1.c 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☒xMarch 31, September 30, 2023☐o
Identification No.), Virginia(757) (757) 627-90887-1/4%7.25% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value6-1/2%6.50% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation ValueYes☒x No ☐oYes☒x No ☐o☐o☒x ☐o☐o ☐o ☐o☐o No ☒xAt May 5, Financial Statements 910 2426 2427 2428 2428 2428 2428 2528 2528 Exhibits28 - 2925 2730CurrentQuarterly 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,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; (vi)(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; (vii)(viii) the impact of the Company's leverage on operating performance; (viii)(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; (ix)(x) risks endemic to real estate and the real estate industry generally; (x)(xi) competitive risks; (xi)(xii) risks related to the geographic concentration of the Company’s properties in the Northeast; (xii)(xiii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii)(xiv) the risk that the Company’s insurance coverage may not be sufficient to fully cover its losses; (xiv)(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 (xv)(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 INCOME(unaudited)See accompanying notes to condensed consolidated financial statements6CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENT OF EQUITYThree months ended March 31, 2023(unaudited)See accompanying notes to condensed consolidated financial statements7CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENT OF EQUITYThree months ended March 31, 2022Continued(unaudited)See accompanying notes to condensed consolidated financial statements8CEDAR REALTY TRUST, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)See accompanying notes to condensed consolidated financial statements9March 31, 2023(unaudited)March 31,September 30, 2023, the Company owned a portfolio of 19 operating properties.March 31,September 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).would acquireacquired the balance of the Company’s shopping center assets by way of an all-cash merger transaction (the “Merger”).$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, 2022.10Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsMarch 31, 2023(unaudited)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 itsthe Company's secured term loans. Accordingly, restrictions exist as to the encumbered property'sproperties' transferability, use and other common rights typically associated with property ownership.$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 ofMarch 31,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 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 $ — $ 125,856,000 $ — $ 123,173,000 operationsoperating activities from discontinued operations was $0.0$0.0 million and $11.5$25.9 million for the threenine months ended March 31,September 30, 2023 and 2022, respectively. Net cash used inprovided by investing activities from discontinued operations was $0.0$0.0 million and $(7.9)$651.5 million for the threenine months ended March 31,September 30, 2023 and 2022, respectively.rents and other receivables, certain other assets, and accounts payable, accrued expenses, and accruedother liabilities approximate their fair value due to their terms and/or short-term nature.March 31,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 $132.0$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.12Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsMarch 31, 2023(unaudited)March 31,September 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 March 31,September 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) March 31,September 30, 2023, the Company’s weighted average remaining lease term is approximately 49.048.1 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 $0.0$0.1 million for the three months ended March 31,September 30, 2023 and 2022, respectively. The original complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock, breach of13Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsMarch 31, 2023(unaudited)fiduciary duty, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. The original complaint sought, among other things, a declaration that holders of the Company’s preferred stock are entitled to a liquidation preference as set forth in the articles supplementary governing the terms of the Company’s preferred stock, compensatory damages, and an injunction enjoining the merger with WHLR, and an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of any of the Transactions pending a determination of the merits of Plaintiffs’ claims.On May 6, 2022, Plaintiffs in the Sydney action filed an amended complaint. The amended complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock and breach of fiduciary duty, and, against WHLR, tortious interference and aiding and abetting breach of fiduciary duty. The Sydney amended complaint sought, among other things, (i) a declaration that holders of the Company’s preferred stock are entitled to exercise either their liquidation rights or conversion rights as set forth in the articles supplementary, (ii) compensatory damages, (iii) an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of the Grocery-Anchored Portfolio Sale, and (iv) an injunction enjoining the merger with WHLR. On May 6, 2022, the Plaintiffs in Sydney filed a motion for a preliminary injunction to temporarily enjoin, until the final resolution of the litigation (i) the distribution of the gross proceeds from the Grocery-Anchored Portfolio Sale to the common stockholders, (ii) the closing of the merger with WHLR, and (iii) the imposition of a constructive trust over the gross proceeds from both the Grocery Anchored Portfolio Sale and the merger with WHLR.injunction. Also on May, 6, 2022, a purported holder of the Company’s outstanding preferred stock filed a separate putative class action complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the District of Maryland, entitled Kim v. Cedar Realty Trust, Inc., et al., Civil Action No. 22-cv-01103. The original complaint alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, claims for declaratory and injunctive relief with respect to the articles supplementary governing the terms of the Company’s preferred stock and breach of fiduciary duty. On May 11, 2022, the Company, the former Board of Directors of the Company and WHLR removed the Sydney action to the United States District Court for the District of Maryland, Case No. 8:22-cv-01142-GLR. On May 16, 2022, the court ordered that a hearing on the Sydney Plaintiffs’ motion for preliminary injunction will be held on June 22, 2022. On June 2, 2022, the Plaintiffs in Kim also filed a motion for a preliminary injunction (i) to require that the Company provide preferred shareholders with a vote to approve the Grocery-Anchored Portfolio Sale and the Merger, and (ii) requiring Cedar disclose to preferred shareholders that the Grocery-Anchored Portfolio Sale and Merger entitled the preferred stockholders to exercise their change of control conversion right.injunction. The court agreed to consolidateconsolidated the Kim Plaintiffs’ motionmotions for preliminary injunction with the injunction.Sydney Plaintiffs’ motion for preliminary injunction, and to hear arguments on both motions at the hearing on June 22, 2022. on both the Sydney and Kim motions for preliminary injunction, the court issued an order denying both motions for preliminary injunction, holding that the Plaintiffs in both cases were unlikely to succeed on the merits of any of their contractual or fiduciary duty claims, and that Plaintiffs had not established that they would suffer irreparable harm if the injunction was denied.Courtcourt consolidated the Sydney and Kim cases and set an August 24, 2022 deadline for the Plaintiffs in both cases to file a consolidated amended complaint. Plaintiffs filed their amended complaint on August 24, 2022,2022. The amended complaint alleges on behalf of a putative class of holders of the Company's preferred stock, among other things, claims for breach of contract against the Company and onthe former Board of Directors with respect to the articles supplementary governing the terms of the Company's preferred stock, breach of fiduciary duty against the former Board of Directors, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. On October 7, 2022, Defendants moved to dismiss the amended complaint. Plaintiffs filed their opposition toopposed the motion to dismiss on November 21, 2022 and Defendants filed a reply brief in supportmotion to certify a question of theirlaw to Maryland’s Supreme Court. Onon December 21, 2022. On February 2, 2023, Plaintiffs filed awithout leave to amend, and denying Plaintiffs’ motion to certify a question of law to the Maryland Supreme Court. The Plaintiffs appealed the dismissal to the United States Court and Defendants’ opposition to Plaintiffs’ motion was filedof Appeals for the Fourth Circuit, Case No. 23-1905, docketed on February 24,August 30, 2023. Plaintiffs filedThe Court has set a reply brief in support of their motion on March 13, 2023.briefing schedule. At this juncture, the outcome of the litigation isremains uncertain.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 to Defendants’ request on September 7, 2022. The court granted Defendants’ request to file a motion to dismiss on October 25, 2022. Defendants served their motion to dismiss on December 23, 2022, which Plaintiff opposed on January 27, 2023. Defendants filed a reply brief on the motion to dismiss on February 17, 2023. At this juncture, the outcome of the litigation is uncertain.could have appealed such decision has passed.claims for breach of contract with respect14Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsMarch 31, 2023(unaudited)things,relief, an award of monetary damages, attorneys' fees, and expert fees. Defendants removed the case to a federal court on November 14, 2022. On December 14, 2022, Plaintiff moved to remand the case, Defendants opposed Plaintiff’s remand motion on December 28, 2022, and Plaintiff filed a reply brief in support of his remand motion on January 4, 2023.court. On April 24, 2023, the Courtfederal court granted Plaintiff’s remand motion and remandedto remand the case to the Nassau County Supreme Court. On May 4, 2023, Defendants filed a petition withsought and received leave from the federal appellate court for the Second Circuit for permission to appeal the remand order.decision. The appeal has been briefed and argued. In the interim, Defendants 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. The motions have been fully briefed, including supplemental briefing on the impact of the Maryland decision. The court held a hearing on the motions on October 27, 2023, but has not yet issued a ruling thereon. At this juncture, the outcome of the litigation is uncertain.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 AprilOctober 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 May 22,November 20, 2023 to shareholders of record of the Series B Preferred Stock and Series C Preferred Stock, as applicable, on MayNovember 10, 2023.March 31,September 30, 2023 and 2022, respectively, are comprised of the following:15Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsMarch 31, 2023(unaudited)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 March 31,September 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 March 31,16Cedar Realty Trust, Inc.Notes to Condensed Consolidated Financial StatementsMarch 31, 2023(unaudited)March 31,September 30, 2023, the Company had 0.0 million of weighted average unvested restricted shares outstanding that were participating securities. For the three and nine months ended September 30, 2022, the Company had 0.00.1 million and 0.40.3 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 nine months ended March 31,September 30, 2023 and 2022: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 Net earnings allocated to unvested shares — 17,000 — 58,000 Income (loss) from continuing operations, net of noncontrolling interest, attributable to vested common shares 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 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): 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 March 31,September 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 March 31,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 nine months ended March 31,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 and 81,000 for the three and nine months ended March 31,September 30, 2023 and 30,000 and 59,000 for the three and nine months ended September 30, 2022, respectively.Company.Company, pursuant to the Wheeler Real Estate Company Management Agreement. During the three and nine months ended March 31,September 30, 2023, the Company paid WHLR $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 March 31,September 30, 2023 were $8.0 million, which consists primarily of costs paid on the Company's behalf relating to 2022 financings, real estate taxes, and the Company's share of executive compensation. The related party amounts due to WHLR as of December 31, 2022 were $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 7.3(a) million, which consisted primarilyIncludes allocations for executive compensation and directors' liability insurance. In 2022, WHLR did not make any allocations to the Company for these services due to certain limitations set forth in the Cost Sharing Agreement.March 31,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.No significant transactions occurred duringthree months ended March 31, 2023.March 31,September 30, 2023 to March 31,September 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) $0.7$1.0 million in rental revenues and expense recoveries attributable to same center properties, and (2) an increase in other income of $0.1 million attributable to insurance reimbursements, partially offset by (3) a decrease of $0.6 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.Property operating expenses were higher as a result of (1) an increase of $0.6 million in property operating expenses attributable to same center properties, partially offset by (2) a decrease in other income of $0.3$0.2 million attributable to one-time transactions for properties that were sold in 2022.or held for sale in 2022 not deemed to be discontinued operations.2022.GeneralCorporate general and administrative costs were lower primarily as a result of (1) a decrease of $1.3$2.1 million in payroll relatedpayroll-related costs and (2) a decrease in other corporate general and administrative costs of $0.9 million, both of which are predominantly related to the completion of the Grocery-Anchored Portfolio Sale and the Company's merger with WHLR.Merger.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.Company's merger with WHLR.Merger.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 $2.1 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 $0.7 million and (4) an increase in the overall weighted average interest rate which resulted in an increase in interest expense of $0.7$0.3 million.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) 19Gain on saleFor 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 March 31,September 30, 2023 increased 2.8%26.5% and 8.0%, respectively, compared to the same periodperiods in the prior year.March 31,September 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 short-term liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations and the $10.2$10.0 million in restricted cash as of March 31,September 30, 2023. The Company does not have any scheduled debt maturities for the twelve months ending March 31,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.income”,income,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The Company paid preferred stock dividends through the firstsecond quarter of 2023 and has continued to declare preferred stock dividends through the secondthird 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) $2.2$6.6 million for the threenine months ended March 31, 2023September 30, 2023. Net cash used in operating activities, before net changes in operating assets and $8.4liabilities, was $30.2 million for the threenine months ended March 31,September 30, 2022. The decreaseincrease was a result of the completion of the Grocery-Anchored Portfolio Sale and completion of the Company's merger with WHLR.used in(used in) provided by investing activities were primarily the result of the Company's property disposition activities and expenditures for property improvements. During the threenine months ended March 31,September 30, 2023, the Company incurred $0.5$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 threenine months ended March 31,September 30, 2022, the Company incurredreceived $667.4 million in proceeds from the Grocery-Anchored Portfolio Sale and $31.9 million in proceeds from the sale of Riverview Plaza, which was partially offset by $21.7 million of expenditures of $9.6 million for property improvements and $0.2 million relating to contributions to the Company's unconsolidated joint venture.threenine months ended March 31,September 30, 2023, the Company had $2.7received $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 threenine months ended March 31,September 30, 2022, the Company had $3.6made $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 million and $0.3$0.7 million of mortgage repayments, which were partially offset by net advancesa $130 million term loan and a $3.4 million benefit as a result of $4.0 million under the revolving credit facility.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.March 31,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 previously announced dual-track strategic alternatives process.ourthe 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.23(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 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 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 itsthe Company's disclosure controls and procedures as of March 31,September 30, 2023, and have concluded that such disclosure controls and procedures are effective.March 31,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.and Use of Proceeds2425Exhibit 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)May 9,November 7, 202327