Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At ~~July 31, 2019,~~August 7, 2020, there were ~~89,022,042~~89,328,176 shares of Common Stock, $0.06 par value, outstanding.

Certain statements made in this Current 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, and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the ~~Company’s~~ 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 ~~which~~that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: (i) the economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including: (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to large and small businesses, particularly including our retail tenants and other retailers, that have suffered significant declines in revenues as a result of mandatory business shut-downs, “shelter-in-place” or “stay-at-home” orders and social distancing practices, as well as individuals adversely impacted by the COVID-19 pandemic, (b) the duration of any such orders or other formal recommendations for social distancing and the speed and extent to which revenues of our retail tenants recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments or honor other commitments under existing leases, (d) the potential adverse ~~general economic conditions~~impact on returns from redevelopment projects, (e) to the extent we were seeking to sell properties in the ~~United States~~near term, significantly greater uncertainty regarding our ability to do so at attractive prices, and ~~uncertainty~~(f) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the ~~credit~~short term and negative consequences that will occur if these trends are not quickly reversed; (ii) 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; (iii) the loss or bankruptcy of the Company’s tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration, the Company’s ability to re-lease its properties on the same or better terms in the event of nonrenewal 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, particularly, in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic, and the significant uncertainty as to when and the conditions under which potential tenants will be able to operate physical retail ~~markets;~~locations in future; (v) macroeconomic conditions, such as a disruption of or lack of access to capital markets and the adverse impact of the recent significant decline in the Company’s share price from prices prior to the spread of the COVID-19 pandemic; (vi) 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; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (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, ~~tenant bankruptcies,~~ adverse impact of ~~internet sales demand,~~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; the impact of the Company’s level of indebtedness on operating performance; inability of tenants to meet their rent and other lease obligations; adverse impact of new technology and e-commerce developments on the Company’s tenants;(xi) competitive ~~risk;~~risks; (xii) risks related to the geographic concentration of the Company’s properties in the Washington, D.C. to Boston corridor; (xiii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of ~~natural and other disasters;~~climate change; (xiv) the inability of the Company to realize anticipated returns from its redevelopment activities; (xv) uninsured losses; (xvi) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xvii) information technology security breaches. For further discussion of factors that could materially affect the ~~risk factors discussed under~~outcome of forward-looking statements, see “Risk Factors” in Part I, Item 1A, ~~“Risk Factors” in~~of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 and other documents that the Company files with the Securities and Exchange Commission from time to time.

Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.

	June 30,			December 31,			June 30,			December 31,
	2019			2018			2020			2019
ASSETS
Real estate:
Land	$	296,554,000		$	295,734,000		$	290,530,000		$	293,456,000
Buildings and improvements		1,222,918,000			1,212,948,000			1,227,478,000			1,221,750,000
		1,519,472,000			1,508,682,000			1,518,008,000			1,515,206,000
Less accumulated depreciation		(375,708,000	)		(361,969,000	)		(411,041,000	)		(389,861,000	)
Real estate, net		1,143,764,000			1,146,713,000			1,106,967,000			1,125,345,000

Real estate held for sale		7,244,000			11,592,000			16,980,000			13,230,000
Cash and cash equivalents		2,081,000			1,977,000			68,233,000			2,747,000
Receivables		21,535,000			21,977,000			22,990,000			22,164,000
Other assets and deferred charges, net		41,705,000			40,642,000			38,928,000			42,139,000
TOTAL ASSETS	$	1,216,329,000		$	1,222,901,000		$	1,254,098,000		$	1,205,625,000

LIABILITIES AND EQUITY
Mortgage loan payable	$	46,848,000		$	47,315,000		$	45,882,000		$	46,370,000
Capital lease obligation		5,375,000			5,387,000
Finance lease obligation								5,353,000			5,364,000
Unsecured revolving credit facility		99,000,000			100,000,000			176,900,000			106,000,000
Unsecured term loans		472,486,000			472,132,000			473,195,000			472,841,000
Accounts payable and accrued liabilities		47,031,000			26,142,000			61,664,000			50,502,000
Unamortized intangible lease liabilities		12,182,000			13,209,000			9,602,000			10,473,000
Total liabilities		682,922,000			664,185,000			772,596,000			691,550,000

Commitments and contingencies		-			-			-			-

Equity:
Cedar Realty Trust, Inc. shareholders' equity:
Preferred stock		159,541,000			159,541,000			159,541,000			159,541,000
Common stock ($.06 par value, 150,000,000 shares authorized, 89,025,000 and 90,436,000 shares, issued and outstanding, respectively)		5,341,000			5,426,000
Treasury stock (3,085,000 and 2,971,000 shares, respectively, at cost)		(16,470,000	)		(16,572,000	)
Common stock ($0.06 par value, 150,000,000 shares authorized, 89,330,000 and 89,020,000 shares, issued and outstanding, respectively)								5,360,000			5,341,000
Treasury stock (2,962,000 and 3,068,000 shares, respectively, at cost)								(15,248,000	)		(16,311,000	)
Additional paid-in capital		870,582,000			875,565,000			873,550,000			872,724,000
Cumulative distributions in excess of net income		(482,258,000	)		(475,726,000	)		(522,805,000	)		(503,725,000	)
Accumulated other comprehensive (loss) income		(6,761,000	)		7,191,000
Accumulated other comprehensive (loss)								(22,518,000	)		(7,009,000	)
Total Cedar Realty Trust, Inc. shareholders' equity		529,975,000			555,425,000			477,880,000			510,561,000
Noncontrolling interests:
Minority interests in consolidated joint ventures		137,000			(112,000	)		751,000			435,000
Limited partners' OP Units		3,295,000			3,403,000			2,871,000			3,079,000
Total noncontrolling interests		3,432,000			3,291,000			3,622,000			3,514,000
Total equity		533,407,000			558,716,000			481,502,000			514,075,000
TOTAL LIABILITIES AND EQUITY	$	1,216,329,000		$	1,222,901,000		$	1,254,098,000		$	1,205,625,000

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
REVENUES
Rental revenues	$	35,309,000		$	37,218,000		$	71,901,000		$	74,665,000		$	28,461,000		$	35,309,000		$	63,576,000		$	71,901,000
Other		351,000			4,132,000			642,000			4,253,000			159,000			351,000			7,529,000			642,000
Total revenues		35,660,000			41,350,000			72,543,000			78,918,000			28,620,000			35,660,000			71,105,000			72,543,000
EXPENSES
Operating, maintenance and management		6,162,000			5,994,000			14,129,000			13,788,000			5,508,000			6,162,000			13,229,000			14,129,000
Real estate and other property-related taxes		5,087,000			5,056,000			10,297,000			10,135,000			4,978,000			5,087,000			10,100,000			10,297,000
General and administrative		5,418,000			4,276,000			10,216,000			8,770,000			3,906,000			5,418,000			8,908,000			10,216,000
Depreciation and amortization		10,346,000			10,541,000			20,475,000			20,595,000			14,426,000			10,346,000			28,173,000			20,475,000
Total expenses		27,013,000			25,867,000			55,117,000			53,288,000			28,818,000			27,013,000			60,410,000			55,117,000

OTHER
Gain on sales		2,841,000			-			2,942,000			-			-			2,841,000			-			2,942,000
Impairment charges		-			-			-			(21,396,000	)		(133,000	)		-			(7,607,000	)		-
Total other		2,841,000			-			2,942,000			(21,396,000	)		(133,000	)		2,841,000			(7,607,000	)		2,942,000

OPERATING INCOME		11,488,000			15,483,000			20,368,000			4,234,000
OPERATING (LOSS) INCOME														(331,000	)		11,488,000			3,088,000			20,368,000

NON-OPERATING INCOME AND EXPENSES
Interest expense		(5,944,000	)		(5,546,000	)		(11,835,000	)		(10,917,000	)		(5,678,000	)		(5,944,000	)		(11,195,000	)		(11,835,000	)
Total non-operating income and expenses		(5,944,000	)		(5,546,000	)		(11,835,000	)		(10,917,000	)		(5,678,000	)		(5,944,000	)		(11,195,000	)		(11,835,000	)

NET INCOME (LOSS)		5,544,000			9,937,000			8,533,000			(6,683,000	)
NET (LOSS) INCOME														(6,009,000	)		5,544,000			(8,107,000	)		8,533,000

Net (income) loss attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		(144,000	)		(133,000	)		(249,000	)		(268,000	)		(140,000	)		(144,000	)		(316,000	)		(249,000	)
Limited partners' interest in Operating Partnership		(17,000	)		(27,000	)		(19,000	)		60,000			52,000			(17,000	)		80,000			(19,000	)
Total net (income) attributable to noncontrolling interests		(161,000	)		(160,000	)		(268,000	)		(208,000	)		(88,000	)		(161,000	)		(236,000	)		(268,000	)

NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		5,383,000			9,777,000			8,265,000			(6,891,000	)
NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.														(6,097,000	)		5,383,000			(8,343,000	)		8,265,000

Preferred stock dividends		(2,688,000	)		(2,688,000	)		(5,376,000	)		(5,487,000	)		(2,688,000	)		(2,688,000	)		(5,376,000	)		(5,376,000	)
Preferred stock redemption costs		-			-			-			(3,507,000	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	2,695,000		$	7,089,000		$	2,889,000		$	(15,885,000	)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS													$	(8,785,000	)	$	2,695,000		$	(13,719,000	)	$	2,889,000

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Basic	$	0.03		$	0.08		$	0.03		$	(0.19	)
Diluted	$	0.03		$	0.08		$	0.03		$	(0.19	)
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):													$	(0.10	)	$	0.03		$	(0.16	)	$	0.03

Weighted average number of common shares:
Basic		86,260,000			88,011,000			86,420,000			87,817,000
Diluted		86,260,000			88,166,000			86,420,000			87,817,000
Weighted average number of common shares - basic and diluted														86,509,000			86,260,000			86,439,000			86,420,000

Three months ended June 30,

Six months ended June 30,

2019

2018

2019

2018

Net income (loss)

$
5,544,000

$
9,937,000

$
8,533,000

$
(6,683,000
)

Other comprehensive income - unrealized (loss) gain on change in fair value of cash flow hedges

(8,596,000
)

1,937,000

(14,038,000
)

7,827,000

Comprehensive (loss) income

(3,052,000
)

11,874,000

(5,505,000
)

1,144,000

Comprehensive (income) attributable to noncontrolling interests

(108,000
)

(167,000
)

(182,000
)

(237,000
)

Comprehensive (loss) income attributable to Cedar Realty Trust, Inc.

$
(3,160,000
)

$
11,707,000

$
(5,687,000
)

$
907,000

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019

Net (loss) income	$	(6,009,000	)	$	5,544,000		$	(8,107,000	)	$	8,533,000

Other comprehensive income - unrealized (loss) on change in fair value of cash flow hedges		(588,000	)		(8,596,000	)		(15,602,000	)		(14,038,000	)

Comprehensive (loss)		(6,597,000	)		(3,052,000	)		(23,709,000	)		(5,505,000	)

Comprehensive (income) attributable to noncontrolling interests		(85,000	)		(108,000	)		(143,000	)		(182,000	)

Comprehensive (loss) attributable to Cedar Realty Trust, Inc.	$	(6,682,000	)	$	(3,160,000	)	$	(23,852,000	)	$	(5,687,000	)

	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, 2019		6,450,000	$	159,541,000		89,020,000	$	5,341,000	$	(16,311,000	)	$	872,724,000		$	(503,725,000	)	$	(7,009,000	)	$	510,561,000
Net (loss) income		—		—		—		—		—			—			(2,246,000	)		—			(2,246,000	)
Unrealized (loss) on change in fair value of cash flow hedges		—		—		—		—		—			—			—			(14,924,000	)		(14,924,000	)
Share-based compensation, net		—		—		305,000		19,000		1,006,000			(159,000	)		—			—			866,000
Common stock sales, net of issuance expenses		—		—		2,000		—		—			5,000			—			—			5,000
Preferred stock dividends		—		—		—		—		—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—		—		—			—			(4,468,000	)		—			(4,468,000	)
Reallocation adjustment of limited partners' interest		—		—		—		—		—			5,000			—			—			5,000
Balance, March 31, 2020		6,450,000		159,541,000		89,327,000		5,360,000		(15,305,000	)		872,575,000			(513,127,000	)		(21,933,000	)		487,111,000
Net (loss) income		—		—		—		—		—			—			(6,097,000	)		—			(6,097,000	)
Unrealized (loss) on change in fair value of cash flow hedges		—		—		—		—		—			—			—			(585,000	)		(585,000	)
Share-based compensation, net		—		—		—		—		57,000			973,000			—			—			1,030,000
Common stock sales, net of issuance expenses		—		—		3,000		—		—			4,000			—			—			4,000
Preferred stock dividends		—		—		—		—		—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—		—		—			—			(893,000	)		—			(893,000	)
Reallocation adjustment of limited partners' interest		—		—		—		—		—			(2,000	)		—			—			(2,000	)
Balance, June 30, 2020		6,450,000	$	159,541,000		89,330,000	$	5,360,000	$	(15,248,000	)	$	873,550,000		$	(522,805,000	)	$	(22,518,000	)	$	477,880,000

	Noncontrolling Interests
	Minority		Limited
	interest in		partners'
	consolidated		interest in
	joint		Operating						Total
	ventures		Partnership			Total			Equity
Balance, December 31, 2019	$	435,000	$	3,079,000		$	3,514,000		$	514,075,000
Net (loss) income		176,000		(28,000	)		148,000			(2,098,000	)
Unrealized (loss) on change in fair value of cash flow hedges		—		(90,000	)		(90,000	)		(15,014,000	)
Share-based compensation, net		—		—			—			866,000
Common stock sales, net of issuance expenses		—		—			—			5,000
Preferred stock dividends		—		—			—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		(27,000	)		(27,000	)		(4,495,000	)
Reallocation adjustment of limited partners' interest		—		(5,000	)		(5,000	)		—
Balance, March 31, 2020		611,000		2,929,000			3,540,000			490,651,000
Net (loss) income		140,000		(52,000	)		88,000			(6,009,000	)
Unrealized (loss) on change in fair value of cash flow hedges		—		(3,000	)		(3,000	)		(588,000	)
Share-based compensation, net		—		—			—			1,030,000
Common stock sales, net of issuance expenses		—		—			—			4,000
Preferred stock dividends		—		—			—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		(5,000	)		(5,000	)		(898,000	)
Reallocation adjustment of limited partners' interest		—		2,000			2,000			—
Balance, June 30, 2020	$	751,000	$	2,871,000		$	3,622,000		$	481,502,000

	Cedar Realty Trust, Inc. Shareholders																									Cedar Realty Trust, Inc. Shareholders
																	Cumulative			Accumulated																						Cumulative			Accumulated
											Treasury			Additional			distributions			other																Treasury			Additional			distributions			other
	Preferred stock				Common stock						stock,			paid-in			in excess of			comprehensive						Preferred stock				Common stock						stock,			paid-in			in excess of			comprehensive
	Shares		Amount		Shares			Amount			at cost			capital			net income			income			Total			Shares		Amount		Shares			Amount			at cost			capital			net income			income			Total
Balance, December 31, 2018		6,450,000	$	159,541,000		90,436,000		$	5,426,000		$	(16,572,000	)	$	875,565,000		$	(475,726,000	)	$	7,191,000		$	555,425,000			6,450,000	$	159,541,000		90,436,000		$	5,426,000		$	(16,572,000	)	$	875,565,000		$	(475,726,000	)	$	7,191,000		$	555,425,000
Prior period adjustment - adoption of lease accounting standard		—		—		—			—			—			—			(515,000	)		—			(515,000	)		—		—		—			—			—			—			(515,000	)		—			(515,000	)
Balance, December 31, 2018, restated		6,450,000		159,541,000		90,436,000			5,426,000			(16,572,000	)		875,565,000			(476,241,000	)		7,191,000			554,910,000			6,450,000		159,541,000		90,436,000			5,426,000			(16,572,000	)		875,565,000			(476,241,000	)		7,191,000			554,910,000
Net income		—		—		—			—			—			—			2,882,000			—			2,882,000			—		—		—			—			—			—			2,882,000			—			2,882,000
Unrealized (loss) on change in fair value of cash flow hedges		—		—		—			—			—			—			—			(5,409,000	)		(5,409,000	)		—		—		—			—			—			—			—			(5,409,000	)		(5,409,000	)
Share-based compensation, net		—		—		650,000			39,000			22,000			692,000			—			—			753,000			—		—		650,000			39,000			22,000			692,000			—			—			753,000
Common stock sales, net of issuance expenses		—		—		1,000			—			—			5,000			—			—			5,000			—		—		1,000			—			—			5,000			—			—			5,000
Common stock repurchases		—		—		(2,050,000	)		(123,000	)		—			(6,721,000	)		—			—			(6,844,000	)		—		—		(2,050,000	)		(123,000	)		—			(6,721,000	)		—			—			(6,844,000	)
Preferred stock dividends		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—			—			—			—			(4,455,000	)		—			(4,455,000	)		—		—		—			—			—			—			(4,455,000	)		—			(4,455,000	)
Reallocation adjustment of limited partners' interest		—		—		—			—			—			(12,000	)		—			—			(12,000	)		—		—		—			—			—			(12,000	)		—			—			(12,000	)
Balance, March 31, 2019		6,450,000	$	159,541,000		89,037,000		$	5,342,000		$	(16,550,000	)	$	869,529,000		$	(480,502,000	)	$	1,782,000		$	539,142,000			6,450,000		159,541,000		89,037,000			5,342,000			(16,550,000	)		869,529,000			(480,502,000	)		1,782,000			539,142,000
Net income		—		—		—			—			—			—			5,383,000			—			5,383,000			—		—		—			—			—			—			5,383,000			—			5,383,000
Unrealized (loss) on change in fair value of cash flow hedges		—		—		—			—			—			—			—			(8,543,000	)		(8,543,000	)		—		—		—			—			—			—			—			(8,543,000	)		(8,543,000	)
Share-based compensation, net		—		—		(13,000	)		(1,000	)		80,000			1,053,000			—			—			1,132,000			—		—		(13,000	)		(1,000	)		80,000			1,053,000			—			—			1,132,000
Common stock sales, net of issuance expenses		—		—		1,000			—			—			3,000			—			—			3,000			—		—		1,000			—			—			3,000			—			—			3,000
Common stock repurchases		—		—		—			—			—			—			—			—			—			—		—		—			—			—			—			—			—			—
Preferred stock dividends		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—			—			—			—			(4,451,000	)		—			(4,451,000	)		—		—		—			—			—			—			(4,451,000	)		—			(4,451,000	)
Reallocation adjustment of limited partners' interest		—		—		—			—			—			(3,000	)		—			—			(3,000	)		—		—		—			—			—			(3,000	)		—			—			(3,000	)
Balance, June 30, 2019		6,450,000	$	159,541,000		89,025,000		$	5,341,000		$	(16,470,000	)	$	870,582,000		$	(482,258,000	)	$	(6,761,000	)	$	529,975,000			6,450,000	$	159,541,000		89,025,000		$	5,341,000		$	(16,470,000	)	$	870,582,000		$	(482,258,000	)	$	(6,761,000	)	$	529,975,000

	Noncontrolling Interests												Noncontrolling Interests
	Minority			Limited									Minority			Limited
	interest in			partners'									interest in			partners'
	consolidated			interest in									consolidated			interest in
	joint			Operating						Total			joint			Operating						Total
	ventures			Partnership			Total			Equity			ventures			Partnership			Total			Equity
Balance, December 31, 2018	$	(112,000	)	$	3,403,000		$	3,291,000		$	558,716,000		$	(112,000	)	$	3,403,000		$	3,291,000		$	558,716,000
Prior period adjustment - adoption of lease accounting standard		—			—			—			(515,000	)		—			—			—			(515,000	)
Balance, December 31, 2018, restated		(112,000	)		3,403,000			3,291,000			558,201,000			(112,000	)		3,403,000			3,291,000			558,201,000
Net income		105,000			2,000			107,000			2,989,000			105,000			2,000			107,000			2,989,000
Unrealized (loss) on change in fair value of cash flow hedges		—			(33,000	)		(33,000	)		(5,442,000	)		—			(33,000	)		(33,000	)		(5,442,000	)
Share-based compensation, net		—			—			—			753,000			—			—			—			753,000
Common stock sales, net of issuance expenses		—			—			—			5,000			—			—			—			5,000
Common stock repurchases		—			—			—			(6,844,000	)		—			—			—			(6,844,000	)
Preferred stock dividends		—			—			—			(2,688,000	)		—			—			—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—			(28,000	)		(28,000	)		(4,483,000	)		—			(28,000	)		(28,000	)		(4,483,000	)
Reallocation adjustment of limited partners' interest		—			12,000			12,000			—			—			12,000			12,000			—
Balance, March 31, 2019	$	(7,000	)	$	3,356,000		$	3,349,000		$	542,491,000			(7,000	)		3,356,000			3,349,000			542,491,000
Net income		144,000			17,000			161,000			5,544,000			144,000			17,000			161,000			5,544,000
Unrealized (loss) on change in fair value of cash flow hedges		—			(53,000	)		(53,000	)		(8,596,000	)		—			(53,000	)		(53,000	)		(8,596,000	)
Share-based compensation, net		—			—			—			1,132,000			—			—			—			1,132,000
Common stock sales, net of issuance expenses		—			—			—			3,000			—			—			—			3,000
Common stock repurchases		—			—			—			—			—			—			—			—
Preferred stock dividends		—			—			—			(2,688,000	)		—			—			—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—			(28,000	)		(28,000	)		(4,479,000	)		—			(28,000	)		(28,000	)		(4,479,000	)
Reallocation adjustment of limited partners' interest		—			3,000			3,000			—			—			3,000			3,000			—
Balance, June 30, 2019	$	137,000		$	3,295,000		$	3,432,000		$	533,407,000		$	137,000		$	3,295,000		$	3,432,000		$	533,407,000

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, 2017

8,450,000

$
207,508,000

91,317,000

$
5,479,000

$
(18,463,000
)

$
875,062,000

$
(446,944,000
)

$
5,694,000

$
628,336,000

Net (loss) income

—

—

—

—

—

—

(16,668,000
)

—

(16,668,000
)
Unrealized gain on change in fair value of cash flow hedges

—

—

—

—

—

—

—

5,868,000

5,868,000

Share-based compensation, net

—

—

393,000

24,000

5,000

222,000

—

—

251,000

Redemptions of Series B Shares

(2,000,000
)

(47,967,000
)

—

—

—

1,458,000

(3,507,000
)

—

(50,016,000
)
Common stock sales, net of issuance expenses

—

—

—

—

—

1,000

—

—

1,000

Preferred stock dividends

—

—

—

—

—

—

(2,799,000
)

—

(2,799,000
)
Distributions to common shareholders/noncontrolling interests

—

—

—

—

—

—

(4,595,000
)

—

(4,595,000
)
Reallocation adjustment of limited partners' interest

—

—

—

—

—

184,000

—

—

184,000

Balance, March 31, 2018

6,450,000

159,541,000

91,710,000

5,503,000

(18,458,000
)

876,927,000

(474,513,000
)

11,562,000

560,562,000

Net income

—

—

—

—

—

—

9,777,000

—

9,777,000

Unrealized gain on change in fair value of cash flow hedges

—

—

—

—

—

—

—

1,930,000

1,930,000

Share-based compensation, net

—

—

(496,000
)

(30,000
)

1,729,000

(737,000
)

—

—

962,000

Common stock sales, net of issuance expenses

—

—

1,000

—

—

4,000

—

—

4,000

Preferred stock dividends

—

—

—

—

—

—

(2,688,000
)

—

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

—

—

—

—

—

—

(4,585,000
)

—

(4,585,000
)
Reallocation adjustment of limited partners' interest

—

—

—

—

—

(15,000
)

—

—

(15,000
)
Balance, June 30, 2018

6,450,000

$
159,541,000

91,215,000

$
5,473,000

$
(16,729,000
)

$
876,179,000

$
(472,009,000
)

$
13,492,000

$
565,947,000

Noncontrolling Interests

Minority

Limited

interest in

partners'

consolidated

interest in

joint

Operating

Total

ventures

Partnership

Total

Equity

Balance, December 31, 2017

$
(609,000
)

$
2,384,000

$
1,775,000

$
630,111,000

Net (loss) income

135,000

(87,000
)

48,000

(16,620,000
)
Unrealized gain on change in fair value of cash flow hedges

—

22,000

22,000

5,890,000

Share-based compensation, net

—

—

—

251,000

Redemptions of Series B Shares

—

—

—

(50,016,000
)
Common stock sales, net of issuance expenses

—

1,000

Preferred stock dividends

—

—

—

(2,799,000
)
Distributions to common shareholders/noncontrolling interests

—

(17,000
)

(17,000
)

(4,612,000
)
Reallocation adjustment of limited partners' interest

—

(184,000
)

(184,000
)

—

Balance, March 31, 2018

(474,000
)

2,118,000

1,644,000

562,206,000

Net income

133,000

27,000

160,000

9,937,000

Unrealized gain on change in fair value of cash flow hedges

—

7,000

7,000

1,937,000

Share-based compensation, net

—

—

—

962,000

Common stock sales, net of issuance expenses

—

—

—

4,000

Preferred stock dividends

—

—

—

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

—

(17,000
)

(17,000
)

(4,602,000
)
Reallocation adjustment of limited partners' interest

—

15,000

15,000

—

Balance, June 30, 2018

$
(341,000
)

$
2,150,000

$
1,809,000

$
567,756,000

	Six months ended June 30,						Six months ended June 30,
	2019			2018			2020			2019
OPERATING ACTIVITIES
Net income (loss)	$	8,533,000		$	(6,683,000	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net (loss) income							$	(8,107,000	)	$	8,533,000
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Gain on sales		(2,942,000	)		—			—			(2,942,000	)
Impairment charges		—			21,396,000			7,607,000			—
Straight-line rents and expenses, net		(249,000	)		(492,000	)		1,000,000			(249,000	)
Provision for doubtful accounts		231,000			1,002,000			641,000			231,000
Depreciation and amortization		20,475,000			20,595,000			28,173,000			20,475,000
Amortization of intangible lease liabilities, net		(1,222,000	)		(2,882,000	)		(766,000	)		(1,222,000	)
Expense relating to share-based compensation, net		2,043,000			1,837,000			1,986,000			2,043,000
Amortization of premium on mortgage loan payable		—			(65,000	)
Amortization of deferred financing costs		651,000			596,000			617,000			651,000
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Rents and other receivables		138,000			(1,895,000	)		(2,635,000	)		138,000
Prepaid expenses and other		1,239,000			(1,068,000	)		(40,000	)		1,239,000
Accounts payable and accrued liabilities		(505,000	)		(1,767,000	)		(3,958,000	)		(505,000	)
Net cash provided by operating activities		28,392,000			30,574,000			24,518,000			28,392,000

INVESTING ACTIVITIES
Acquisition of real estate		(9,083,000	)		—
Expenditures for real estate improvements		(15,174,000	)		(14,016,000	)		(18,644,000	)		(15,174,000	)
Net proceeds from sales of real estate		18,651,000			—			—			18,651,000
Acquisition of real estate								—			(9,083,000	)
Net cash (used in) investing activities		(5,606,000	)		(14,016,000	)		(18,644,000	)		(5,606,000	)

FINANCING ACTIVITIES
Repayments under revolving credit facility		(16,000,000	)		(16,500,000	)		(12,100,000	)		(16,000,000	)
Advances under revolving credit facility		15,000,000			66,000,000			83,000,000			15,000,000
Mortgage repayments		(508,000	)		(1,497,000	)		(528,000	)		(508,000	)
Noncontrolling interests:
Distributions to limited partners		(56,000	)		(34,000	)		(32,000	)		(56,000	)
Redemptions of preferred stock		—			(50,016,000	)
Common stock sales less issuance expenses, net		8,000			5,000			9,000			8,000
Common stock repurchases		(6,844,000	)		—			—			(6,844,000	)
Preferred stock dividends		(5,376,000	)		(5,900,000	)		(5,376,000	)		(5,376,000	)
Distributions to common shareholders		(8,906,000	)		(9,180,000	)		(5,361,000	)		(8,906,000	)
Net cash (used in) financing activities		(22,682,000	)		(17,122,000	)
Net cash provided by / (used in) financing activities								59,612,000			(22,682,000	)

Net increase (decrease) in cash, cash equivalents and restricted cash		104,000			(564,000	)
Net increase in cash, cash equivalents and restricted cash								65,486,000			104,000
Cash, cash equivalents and restricted cash at beginning of year		1,977,000			7,219,000			2,747,000			1,977,000
Cash, cash equivalents and restricted cash at end of period	$	2,081,000		$	6,655,000		$	68,233,000		$	2,081,000

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	2,081,000		$	1,625,000		$	68,233,000		$	2,081,000
Restricted cash		—			5,030,000			—			—
Cash, cash equivalents and restricted cash	$	2,081,000		$	6,655,000		$	68,233,000		$	2,081,000

Cedar Realty Trust, Inc. (the “Company”) is a real estate investment trust (“REIT”) that focuses primarily on ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. At June 30, ~~2019,~~2020, the Company owned and managed a portfolio of 5755 operating properties (excluding properties “held for sale”).

Cedar Realty Trust Partnership, L.P. (the “Operating Partnership”) is the entity through which the Company conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. At June 30, ~~2019,~~2020, the Company owned a 99.4% general and limited partnership interest in, and was the sole general partner of, the Operating Partnership. The limited partners’ interest in the Operating Partnership (0.6% at June 30, ~~2019)~~2020) is represented by partnership units in the Operating Partnership ~~Units~~ (“OP Units”). The carrying amount of such interest is adjusted at the end of each reporting period to an amount equal to the limited partners’ ownership percentage of the Operating Partnership’s net equity. The ~~553,000~~537,000 OP Units outstanding at June 30, ~~2019~~2020 are economically equivalent to shares of the Company’s common stock. The holders of OP Units have the right to exchange their OP Units for the same number of shares of the Company’s common stock or, at the Company’s option, for cash. Unless specifically noted otherwise, all references to OP Units exclude limited partnership units held by the Company.

As used herein, the “Company” refers to Cedar Realty Trust, Inc. and its subsidiaries on a consolidated basis, including the Operating Partnership or, where the context so requires, Cedar Realty Trust, Inc. only.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The financial statements are prepared on the accrual basis in accordance with GAAP, which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from these estimates. The unaudited consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

The unaudited consolidated financial statements include the accounts and operations of the Company, the Operating Partnership, its subsidiaries, and certain joint venture partnerships in which it participates. The Company consolidates all variable interest entities for which it is the primary beneficiary.

	Six months ended June 30,				Six months ended June 30,
	2019		2018		2020		2019
Supplemental disclosure of cash activities:
Cash paid for interest	$	11,693,000	$	10,933,000	$	11,669,000	$	11,693,000
Supplemental disclosure of non-cash activities:
Capitalization of interest and financing costs		702,000		727,000		1,224,000		702,000
Recognition of right-of-use assets and related lease liabilities		14,205,000		—		703,000		14,205,000

In June 2016, the FASB issued guidance which enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better calculate credit loss estimates. The guidance applies to most financial assets measured at amortized cost and certain other instruments, including accounts receivable, loans, held-to-maturity debt securities, net investments in

~~In February 2016, the FASB issued guidance amending the existing accounting standards for lease accounting, including requiring lessees to recognize most~~ leases, ~~on their balance sheets~~ and making targeted changes to lessor accounting. The guidance, effective for annual and interim reporting periods beginning on or after December 15, 2018, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ~~The Company is not required to reassess the classification of existing ground leases where it is the lessee and therefore these leases will continue to be accounted for as operating leases.~~ A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less continue to be accounted for pursuant to existing guidance for operating leases. Based on the Company’s future obligations under its ground lease and executive office lease agreements for which the Company is the lessee, the newly adopted guidance resulted in the recognition of (1) right-of-use assets of $14.6 million included in other assets and deferred charges, net, and (2) right-of-use liabilities of $14.6 million included in accounts payable and accrued liabilities, on the Company’s consolidated balance sheet as of January 1, 2019. ~~In the event the Company modifies existing ground leases or enters into new ground leases after adoption of the new standard, such leases may be classified as finance leases~~. Additionally, the guidance requires that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under this guidance, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. off-balance-sheet credit exposures. During ~~the three and six months ended June 30, 2019, the Company expensed $0.8 million and $1.4 million, respectively, of leasing costs which would have previously been capitalized.~~

The FASB provided lessors with a practical expedient, elected by class of underlying asset, to account for lease and non-lease components as a single lease component if certain criteria are met. Lessors that make these elections are required to provide additional disclosures. The FASB provided an additional (and optional) transition method that allows entities to initially apply the guidance at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company applied both these practical expedients upon adoption. The practical expedient allowed the Company to not separate expenses reimbursed by customers from the associated rental revenue if certain criteria were met. The Company assessed these criteria and concluded that the timing and pattern of transfer for rental revenue and the associated rental expense recoveries are the same and, as the leases qualify as operating leases, the Company accounted for and presented rents and expense recoveries as a single component under rental revenues in the consolidated statement of operations for the three and six months ended June 30, 2019. As a result of the adoption of this practical expedient, the Company also presented $29.5 million and $57.6 million of rents and $7.8 million and $17.1 million of expense recoveries as single components in the consolidated statement of operations for the three and six months ended June 30, 2018, respectively, to conform to the new 2019 presentation.

In November 2018, the FASB ~~clarified the existing accounting treatment relating~~issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases ~~stating that such receivables~~ are not within the scope of ~~the expected credit loss standard and that~~Topic 326. Instead, impairment of receivables arising from operating leases should be accounted ~~for~~ in accordance with ~~the recently-adopted lease accounting standard. This required~~ASU No. 2016-02, Leases (Topic 842). The guidance requires that the Company estimate the lifetime expected credit loss with respect to ~~review its existing lease portfolio~~these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to ~~determine if all future lease payments are probable~~be collected. The Company is also required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s estimate of ~~collection~~expected credit losses and if the ~~Company determined that all future lease payments are~~reasons for those changes. The guidance was effective January 1, 2020 and the guidance did not ~~probable of collection, the Company will account for these leases~~have a material effect on ~~a cash basis. This required that all amounts that were historically recorded as bad debt expense, and previously included in operating expenses in~~ the Company’s consolidated ~~statement~~financial statements.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of ~~operations, now be recorded~~lease accounting guidance to lease concessions provided as a ~~direct reduction~~result of ~~rental revenues. As permitted~~a novel strain of coronavirus (“COVID-19”). Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under ASC 842. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the ~~standard upon adoption,~~contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances.

There were no lease concessions granted as a result of COVID-19 during the quarter ended March 31, 2020. During the quarter ended June 30, 2020, the Company ~~recorded~~provided lease concessions to certain tenants in response to the impact of COVID-19, in the form of rent deferrals. The Company has made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a ~~$0.5 million prior-period adjustment~~substantial increase in our rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

Substantially all of the Company’s concessions to ~~opening equity which~~date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments. The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company ~~has reflected in~~increases its receivables as tenant payments accrue and continues to recognize rental income. During the ~~consolidated statement of equity for the six~~three months ended June 30, ~~2019.~~2020, the Company has entered into lease modifications that deferred approximately $2.0 million, of which $1.8 million relates to deferrals that the Company continued to recognize rental income. In addition, during the three months ended June 30, 2020, the Company has entered into agreements that waived approximately $0.4 million of rent.

On July 23, 2020, the Company entered into a commercial lease agreement (the “Lease”) with the Government of the District of Columbia (“District”), for the lease by the District of office space in a new 6-story building to be constructed by the Company at Senator Square. The building is planned to house the new office headquarters for the District of Columbia’s Department of General Services’ (“DGS”) 700-member workforce. The term of the Lease is 20 years and 10 months, to commence upon substantial completion and delivery to DGS. The Company anticipates commencement of construction to occur in the first quarter of 2021 and currently estimates that the space will be delivered during the end of the fourth quarter 2022.

Upon completion of the building, the District will be obligated to pay initial annual net rent of approximately $5.4 million per year, subject to a 2.5% annual escalator on each anniversary of rent commencement, plus certain operating costs, property taxes and amortization of tenant improvements together totaling approximately an additional $8.1 million per year, for an aggregate total annual rent of approximately $13.5 million. The Lease provides for a free rent period of 10 months immediately following rent commencement. The Lease also provides the District with a tenant credit of approximately $6.8 million to be applied, at the District’s election, against either annual rent or any other tenant payment obligations including tenant improvement costs, in excess of the tenant improvement allowance. Pursuant to the Lease, the landlord will contribute up to $155 per rentable square foot toward the cost of

~~On June 19, 2019,~~tenant improvements, to be amortized over 240 months. In addition, the Lease provides that the Company ~~purchased Girard Plaza, a shopping center adjacent~~will contribute $9.38 per rentable square foot in additional tenant improvement allowance between the 10th and 12th Lease years, upon the District’s timely election. The obligations of the District under the Lease are subject to ~~its South Philadelphia property, located in Philadelphia, Pennsylvania. The purchase price for the property was $8.5 million, which has been allocated to real estate assets and liabilities.~~

On February 15, 2019, the Company sold Maxatawny Marketplace, located in Maxatawny, Pennsylvania. The sales price for the property was $10.3 million, which resulted in a gain on sale of $0.1 million, which has been included in continuing operations in the accompanying consolidated statement of operations.

On June 26, 2019, the Company sold Fort Washington Center, located in Fort Washington, Pennsylvania. The sales price for the property was $9.0 million, which resulted in a gain on sale of $2.8 million, which has been included in continuing operations in the accompanying consolidated statement of operations.annual budget appropriation.

As of June 30, ~~2019,~~2020, Carll’s Corner, located in Bridgeton, New Jersey, ~~and~~Metro Square, located in Owings Mills, Maryland, Suffolk Plaza, located in Suffolk, Virginia, and The Commons, located in Dubois Pennsylvania, have been classified as “real estate held for sale” on the accompanying consolidated balance sheet.

On January 31, 2020, the Company agreed to a cash payment in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration at Metro Square. As a result of this termination, revenues for the six months ended June 30, 2020, included approximately $7.1 million of other income. Further, on July 9, 2020, the Company sold this property for $4.3 million.

During the six months ended June 30, 2020, the Company recorded impairment charges of $7.6 million in relation to properties classified as real estate held for sale, which are included in continuing operations in the accompanying consolidated statement of operations.

The Company, when applicable, conducts a continuing review of the values for all properties “held for sale” based on final sales prices and sales contracts entered into. Impairment charges/reversals, if applicable, are based on a comparison of the carrying values of the properties with either (1) actual sales prices less costs to sell for properties sold, or contract amounts for properties in the process of being sold, (2) estimated sales prices, less costs to sell, based on discounted cash flow or income capitalization analyses, if no contract amounts are being negotiated (see Note 4 - “Fair Value Measurements”), or (3) with respect to land parcels, estimated sales prices, less costs to sell, based on comparable sales completed in the selected market areas. Prior to the Company’s determination to dispose of properties, which are subsequently reclassified to “held for sale”, the Company performed recoverability analyses based on the estimated undiscounted cash flows that were expected to result from the real estate investments’ use and eventual disposal. The projected undiscounted cash flows of each property reflects that the carrying value of each real estate investment would be recovered. However, as a result of the properties’ meeting the “held for sale” criteria, such properties were written down to the lower of their carrying value and estimated fair values less costs to sell.

The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, certain other assets, accounts payable and accrued liabilities, ~~and variable-rate debt~~ approximate their fair value due to their terms and/or short-term nature. The fair value of the Company’s investments and liabilities related to share-based compensation were determined to be Level 1 within the valuation hierarchy, and were based on independent values provided by financial institutions.

The fair value of the Company’s fixed rate mortgage loan was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturity. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the fair value of the Company’s fixed rate mortgage loan payable, which was determined to be Level 3 within the valuation hierarchy, was ~~$45.7~~$46.5 million and ~~$44.4~~$46.6 million, respectively; the carrying value of such loan was ~~$46.8~~$45.9 million and ~~$47.3~~$46.4 million, respectively. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, the aggregate fair values of the Company’s unsecured revolving credit facility and term loans approximated the carrying values. In addition, the fair value of the Company’s mortgage note receivable and ~~capital~~finance lease obligation, which were determined to be Level 3 within the valuation hierarchy, approximated their carrying values as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

The valuations of the assets and liabilities for the Company’s interest rate swaps, which are measured on a recurring basis, were determined to be Level 2 within the valuation hierarchy, and were based on independent values provided by financial institutions. Such valuations were determined using widely accepted valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. The analyses reflect the contractual terms of the swaps, including the period to maturity, and

~~user-observable~~ observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded that, as of June 30, ~~2019,~~2020, the fair value associated with the “significant unobservable inputs” relating to the Company’s risk of non-performance was insignificant to the overall fair value of the interest rate

swap agreements and, as a result, that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon “significant other observable inputs”.

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

Valuations were prepared using internally-developed valuation models. These valuations are reviewed and approved, during each reporting period, by a diverse group of management, as deemed necessary, including personnel from the acquisition, accounting, finance, operations, development and leasing departments, and the valuations are updated as appropriate. In addition, the Company may engage third-party valuation experts to assist with the preparation of certain of its valuations.

The following tables show the hierarchy for those assets measured at fair value on a recurring basis as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively:

		June 30, 2019									June 30, 2020
Description		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)		$	740,000	$	—	$	—	$	740,000		$	775,000	$	—	$	—	$	775,000
Deferred compensation liabilities (b)		$	738,000	$	—	$	—	$	738,000		$	781,000	$	—	$	—	$	781,000
Interest rate swaps asset (a)		$	—	$	498,000	$	—	$	498,000
Interest rate swaps liability (b)		$	—	$	7,274,000	$	—	$	7,274,000		$	—	$	22,652,000	$	—	$	22,652,000


		December 31, 2018									December 31, 2019
Description		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)		$	616,000	$	—	$	—	$	616,000		$	823,000	$	—	$	—	$	823,000
Deferred compensation liabilities (b)		$	610,000	$	—	$	—	$	610,000		$	824,000	$	—	$	—	$	824,000
Interest rate swaps asset (a)		$	—	$	8,871,000	$	—	$	8,871,000		$	—	$	136,000	$	—	$	136,000
Interest rate swaps liability (b)		$	—	$	1,576,000	$	—	$	1,576,000		$	—	$	7,180,000	$	—	$	7,180,000

(a) Included in other assets and deferred charges, net in the accompanying consolidated balance sheets.
(a) Included in other assets and deferred charges, net, in the accompanying consolidated balance sheets.										(a) Included in other assets and deferred charges, net, in the accompanying consolidated balance sheets.
(b) Included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.	(b) Included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.									(b) Included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

As of June 30, ~~2019, one~~2020, real estate held for sale on the consolidated balance sheet consisted of (1) 1 retail property, totaling ~~$1.8~~$2.0 million, which was determined to be a Level 3 asset under the hierarchy, and was measured at fair value less cost to sell on a non-recurring basis using ~~an income~~a direct capitalization approach, consisting of a capitalization rate of 8.5%, (2) 1 retail property, totaling $5.6 million, which was determined to be Level 3 asset under the hierarchy, and was measured at fair value less cost to sell on a non-recurring basis using a discounted cash flow approach, consisting of a capitalization rate of 11.5% and a discount rate of 8.0%, (3) 1 property, totaling $4.0 million, which was determined to be Level 3 asset under the hierarchy, and was measured at fair value less cost to sell on a non-recurring basis using a discounted cash flow approach, consisting of a capitalization rate of 9.5% and a discount rate of 11.0%, and (4) the carrying value of a property which is below its fair value.

~~capitalization rate of 8.5%. In addition, real estate held for sale on the consolidated balance sheet as of June 30, 2019 includes one property for which its fair value exceeds its carrying value.~~

Debt and ~~capital~~finance lease obligations are composed of the following at June 30, ~~2019:~~2020:

			June 30, 2019					June 30, 2020
						Contractual					Contractual
	Maturity		Balance			interest rates	Maturity	Balance			interest rates
Description	dates		outstanding			weighted-average	dates	outstanding			weighted-average
Fixed-rate mortgage	Jun 2026		$	47,181,000		3.9%	Jun 2026	$	46,167,000		3.9%
Capital lease obligation	Sep 2050			5,681,000		5.3%
Finance lease obligation							Sep 2050		5,649,000		5.3%
Unsecured credit facilities (a):
Variable-rate:
Revolving credit facility	Sep 2021	(b)		99,000,000		3.9%	Sep 2021 (b)		176,900,000		2.4%
Term loan	Sep 2022			50,000,000		4.1%	Sep 2022		50,000,000		2.6%
Fixed-rate (c):
Term loan	Feb 2021			75,000,000		3.7%	Feb 2021		75,000,000		3.7%
Term loan	Feb 2022			50,000,000		3.1%	Feb 2022		50,000,000		3.1%
Term loan	Sep 2022	(d)		50,000,000		2.9%	Sep 2022		50,000,000		3.3%
Term loan	Apr 2023			100,000,000		3.3%	Apr 2023		100,000,000		3.3%
Term loan	Sep 2024			75,000,000		3.8%	Sep 2024		75,000,000		3.8%
Term loan	Jul 2025			75,000,000		4.7%	Jul 2025		75,000,000		4.7%
				626,862,000		3.7%			703,716,000		3.3%
Unamortized issuance costs				(3,153,000	)				(2,386,000	)
			$	623,709,000				$	701,330,000

~~As of June 30, 2019,~~On August 4, 2020, the Company ~~had $117.4 million available for additional borrowings under~~amended its ~~revolving credit facility. The Company has a~~existing $300 million unsecured credit facility ~~which,~~and term loans. After such amendments, the Company’s financial ratios and borrowing base are now all computed using trailing four quarters as ~~amended~~opposed to the current quarter annualized and ~~restated on September 8, 2017,~~interest rate swaps that are a hedge of existing debt are now excluded from the definition of debt. The $300 million unsecured credit facility consists of (1) a $250 million revolving credit facility, expiring on September 8, 2021, and (2) a $50 million term loan, expiring on September 8, 2022. The revolving credit facility may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. Interest on borrowings under the revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (150 bps at June 30, ~~2019)~~2020 and 165 bps as of this filing) and interest on borrowings under the term loan component can range from LIBOR plus 130 to 190 bps (145 bps at June 30, ~~2019)~~2020 and 160 bps as of filing), each based on the Company’s leverage ratio. ~~During~~Interest on borrowings under the ~~quarter ended June 30, 2019, the weighted average interest rate for the Company’s~~ unsecured credit ~~facilities increased 14 bps (ranging from an increase of 10 bps to 15 bps for each individual borrowing) as a result of a slight increase in~~facility and term loans are based on the Company’s leverage ratio.

restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. ~~Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income, as defined in the agreements.~~ The Company’s failure to comply with the covenants or the occurrence of an event of default under the facilities could result in the acceleration of the related debt and exercise of other lender remedies. Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income for the trailing twelve months, as defined in the agreements. As of the date of filing this

Quarterly Report on Form 10-Q, the Company ishad $106.9 million outstanding and $74.5 available for additional borrowings under its revolving credit facility, and was in compliance with all financial covenants. ~~Interest on borrowings under~~However, the ~~unsecured credit facility and term loans are based on~~COVID-19 pandemic may negatively impact the Company’s ~~leverage ratio.~~future ability to remain compliant with all financial covenants, including the ability to generate sufficient unencumbered property adjusted net operating income to support current borrowings.

The fair values of the interest rate swaps applicable to the unsecured term loans discussed above are included in other assets and deferred charges, net, and accounts payable and accrued liabilities on the consolidated balance sheet at June 30, ~~2019.~~2020. Charges and/or credits relating to the changes in the fair value of the interest rate swaps are made to accumulated other comprehensive income (loss), limited partners’ interest, or operations (included in interest expense), as applicable. Over time, the unrealized gains and losses recorded in accumulated other comprehensive loss will be reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affect earnings. The Company estimates that approximately ~~$0.3~~$7.7 million of accumulated other comprehensive ~~income~~loss will be reclassified as ~~an increase~~a decrease to earnings within the next twelve months.

The following is a summary of the derivative financial instruments held by the Company at June 30, ~~2019~~2020 and December 31, ~~2018:~~2019:

June 30, 2019

June 30, 2020

Designation/

Fair

Maturity

Balance sheet

Cash flow

Derivative

Count

value

dates

location

Qualifying

Interest rate swaps

22,652,000

2020-2025

Accounts payable and accrued liabilities

December 31, 2019

Designation/

Fair

Maturity

Balance sheet

Fair

Maturity

Balance sheet

Cash flow

Derivative

Count

value

dates

location

Derivative

Count

value

dates

location

Qualifying

Interest rate swaps

498,000

2020-2023

Other assets and deferred charges, net

Interest rate swaps

136,000

2020-2023

Other assets and deferred charges, net

Qualifying

Interest rate swaps

7,274,000

2021-2025

Accounts payable and accrued liabilities

Interest rate swaps

7,180,000

2021-2025

Accounts payable and accrued liabilities

December 31, 2018

Designation/

Fair

Maturity

Balance sheet

Cash flow

Derivative

Count

value

dates

location

Qualifying

Interest rate swaps

8,871,000

2019-2024

Other assets and deferred charges, net

Qualifying

Interest rate swaps

1,576,000

2025

Accounts payable and accrued liabilities

The notional values of the interest rate swaps held by the Company at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 were $425.0 million and $425.0 million, respectively.

The following presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and the consolidated statements of equity for the three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively:

		(Loss) gain recognized in other											(Loss) gain recognized in other
		comprehensive (loss) income											comprehensive (loss) income
		(effective portion)											(effective portion)
Designation/		Three months ended June 30,					Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
Cash flow	Derivative	2019			2018		2019			2018		Derivative	2020			2019			2020			2019
Qualifying	Interest rate swaps	$	(8,077,000	)	$	2,094,000	$	(12,954,000	)	$	7,846,000	Interest rate swaps	$	(2,226,000	)	$	(8,077,000	)	$	(17,590,000	)	$	(12,954,000	)

		Gain (loss) recognized in other											Gain (loss) recognized in other
		comprehensive (loss) income											comprehensive (loss) income
		reclassified into earnings (effective portion)											reclassified into earnings (effective portion)
		Three months ended June 30,					Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	Classification	2019			2018		2019			2018		Classification	2020			2019			2020			2019
	Continuing Operations	$	519,000		$	157,000	$	1,084,000		$	19,000	Continuing Operations	$	(1,638,000	)	$	519,000		$	(1,988,000	)	$	1,084,000

As of June 30, ~~2019~~2020 the Company believes it has no significant risk associated with non-performance of the financial institutions which are the counterparties to its derivative contracts.

The Company is a party to certain legal actions arising in the normal course of business. Management does not expect there to be adverse consequences from these actions that would be material to the Company’s consolidated financial statements.

The Company is the lessee under several ground lease and its executive office lease agreements. In accordance with the adoption of the new lease accounting standard (see Note 2 – “Recently-Adopted Accounting Pronouncements”), the Company recorded right-of-use assets and related lease liabilities for these leases as of January 1, 2019. As of June 30, ~~2019,~~2020, the Company’s weighted average remaining lease term is approximately ~~31.2~~31.0 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately ~~5.6%~~5.7%. Rent expense under the Company’s ground lease and executive office lease agreements was approximately $0.4 million and ~~$0.2~~$0.4 million for the three months ended June 30, 2020 and 2019, respectively. Rent expense under the Company’s ground lease and ~~2018, respectively,~~executive office lease agreements was approximately $0.9 million and $0.8 ~~million and $0.5~~ million for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

During the first quarter of 2020, COVID-19 began spreading globally, with the outbreak being classified as a pandemic by the World Health Organization on March 11, 2020. The ~~following table represents~~Company currently faces significant risks and uncertainties related to the adverse effect of the COVID-19 pandemic, which has created significant economic uncertainty and volatility. Certain tenants have announced temporary closures of their stores and have requested rent deferrals or forgiveness during this pandemic. COVID-19 could have a ~~reconciliation~~material and adverse effect on the Company’s financial condition, results of operations and cash flow which could result in (1) the Company’s tenants being unable to fully meet their obligations and to seek modification of their obligations, resulting in increases in uncollectible rents and a reduction in rental income, (2) difficulties in the Company’s future compliance with financial covenants in regards to its unsecured credit facilities, and (3) the recognition of impairments charges of the Company’s ~~undiscounted future minimum~~real estate.

As a result of COVID-19, the Company has received numerous rent relief requests, most often in the form of rent deferrals. The Company has evaluated, and continues to evaluate, each tenant rent relief request on an individual basis, considering a number of factors. During the quarter ended June 30, 2020, the Company collected 77% of contractual base rents and monthly tenant reimbursements, deferred approximately $2.0 million and waived approximately $0.4 million. To date, the weighted average payback period of deferred rent is approximately 10 months, beginning at various time commencing in July 2020 through March 2021. The Company currently remains in active discussions and negotiations with its impacted tenants and anticipates the need to grant additional rent concessions or other lease-related relief, such as the deferral of lease payments for ~~its ground lease~~a period of time to be paid over the remaining term of the lease. The nature and ~~executive office lease agreements~~financial impact of such additional rent relief is currently unknown as negotiations are in progress. The extent to which COVID-19 impacts the ~~right-of-use liabilities as of June 30, 2019:~~Company’s business, operations and financial results will depend on numerous evolving factors that the Company is not able to predict at this time.

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

On December 18, 2018, the Company’s Board of Directors approved a stock repurchase program, which authorized the Company to purchase up to $30.0 million of the Company’s common stock in the open market or through private transactions, subject to market conditions, from time to time, through December 18, 2019. During the six months ended June 30, 2019, the Company repurchased approximately 2,050,000 shares at a weighted average price per share of $3.34. Since approval of the plan on December 18, 2018, the Company has repurchased a total of 2,823,000 shares at a weighted average price per share of $3.25.

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

	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018		2020		2019		2020		2019
Common stock	$	0.050	$	0.050	$	0.100	$	0.100	$	0.010	$	0.050	$	0.060	$	0.100
7.25% Series B Preferred Stock	$	0.453	$	0.453	$	0.906	$	0.906	$	0.453	$	0.453	$	0.906	$	0.906
6.50% Series C Preferred Stock	$	0.406	$	0.406	$	0.813	$	0.813	$	0.406	$	0.406	$	0.813	$	0.813

On July ~~16, 2019,~~20, 2020, the Company’s Board of Directors declared a dividend of ~~$0.05~~$0.01 per share with respect to its common stock. At the same time, the Board declared dividends of $0.453125 and $0.406250 per share with respect to the Company’s Series B Preferred Stock and Series C Preferred Stock, respectively. The distributions are payable on August 20, ~~2019~~2020 to shareholders of record on August ~~9, 2019.~~10, 2020.

Rental revenues for the three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, comprise the following:

	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,					Six months ended June 30,
	2019		2018		2019		2018		2020			2019		2020			2019
Base rents	$	26,352,000	$	26,865,000	$	52,753,000	$	54,022,000	$	22,781,000		$	26,352,000	$	48,543,000		$	52,753,000
Expense recoveries		7,950,000		7,767,000		17,144,000		17,053,000		6,328,000			7,950,000		14,883,000			17,144,000
Percentage rent		265,000		127,000		447,000		216,000		33,000			265,000		329,000			447,000
Straight-line rents		111,000		246,000		335,000		492,000		(988,000	)		111,000		(945,000	)		335,000
Amortization of intangible lease liabilities, net		631,000		2,213,000		1,222,000		2,882,000		307,000			631,000		766,000			1,222,000
Total rents	$	35,309,000	$	37,218,000	$	71,901,000	$	74,665,000	$	28,461,000		$	35,309,000	$	63,576,000		$	71,901,000

~~Notes~~The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. During 2020, the Company’s assessment has specifically included the impact of the COVID-19 pandemic, which represents a material risk to ~~Consolidated Financial Statements~~

collectability. In the event that collectability with respect to any tenant changes the Company recognizes an adjustment to rental income. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. During the quarter ended June 30, ~~2019~~2020, the Company identified various tenants where collection was no longer considered probable. The determination to record revenue on a cash basis and write off any outstanding straight-line receivable from these various tenants reduced net income $1.2 million and $1.2 million for the three and six months ended June 30, 2020, respectively. In addition, during the three months ended June 30, 2020, $4.0 million of billed charges, consisting of rent and tenant reimbursements, were unpaid, and based on the Company’s determination to record revenue on a cash basis for these tenants, the $4.0 million was not recorded as revenue for the three months ended June 30, 2020.

The following tables set forth certain share-based compensation information for the three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively:

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Expense relating to share/unit grants	$	1,140,000		$	973,000		$	2,237,000		$	2,054,000		$	1,031,000		$	1,140,000		$	2,108,000		$	2,237,000
Amounts capitalized		(112,000	)		(110,000	)		(194,000	)		(217,000	)		(59,000	)		(112,000	)		(122,000	)		(194,000	)
Total charged to operations	$	1,028,000		$	863,000		$	2,043,000		$	1,837,000		$	972,000		$	1,028,000		$	1,986,000		$	2,043,000

The Company’s 2017 Stock Incentive Plan (the “2017 Plan”) establishes the procedures for the granting of, among other things, restricted stock awards. On May 1, 2019, the Company’s shareholders approved an amendment

Notes to the 2017 Plan, which increased the maximum number of shares available for issuance under the plan by 2.0 million shares, to a new total of 6.0 million shares. 2.4 million shares remained available for grants pursuant to the 2017 Plan as of Consolidated Financial Statements

During the six months ended June 30, ~~2019,~~2020 there were ~~522,000~~378,000 restricted shares issued, with a weighted average grant date fair value of ~~$3.22~~$2.81 per share.

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities (restricted shares that have non-forfeitable rights to receive dividends issued pursuant to the Company’s share-based compensation program are considered participating securities). Unvested restricted shares that are participating securities are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common shareholders. For the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, the Company had 2.8 million and ~~3.6~~2.8 million, respectively, of weighted average unvested restricted shares outstanding that were participating securities. For the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, the Company had ~~2.8~~2.9 million and ~~3.8~~2.8 million, respectively, of weighted average unvested restricted shares outstanding that were participating securities. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:

Three months ended June 30,

Six months ended June 30,

2019

2018

2019

2018

Numerator

Net income (loss)

$
5,544,000

$
9,937,000

$
8,533,000

$
(6,683,000
)
Preferred stock dividends

(2,688,000
)

(2,688,000
)

(5,376,000
)

(5,487,000
)
Preferred stock redemptions costs

-

-

-

(3,507,000
)
Net (income) attributable to noncontrolling interests

(161,000
)

(160,000
)

(268,000
)

(208,000
)
Net earnings allocated to unvested shares

(138,000
)

(294,000
)

(282,000
)

(412,000
)
Net income (loss) attributable to vested common shares

$
2,557,000

$
6,795,000

$
2,607,000

$
(16,297,000
)
Denominator

Weighted average number of vested common shares outstanding, basic

86,260,000

88,011,000

86,420,000

87,817,000

Assumed vesting of market performance-based restricted stock units

-

155,000

-

-

Weighted average number of vested common shares outstanding, diluted

86,260,000

88,166,000

86,420,000

87,817,000

Net income (loss) per common share attributable to common shareholders, basic

$
0.03

$
0.08

$
0.03

$
(0.19
)

Net income (loss) per common share attributable to common shareholders, diluted

$
0.03

$
0.08

$
0.03

$
(0.19
)

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
Numerator
Net (loss) income	$	(6,009,000	)	$	5,544,000		$	(8,107,000	)	$	8,533,000
Preferred stock dividends		(2,688,000	)		(2,688,000	)		(5,376,000	)		(5,376,000	)
Net (income) attributable to noncontrolling interests		(88,000	)		(161,000	)		(236,000	)		(268,000	)
Net earnings allocated to unvested shares		(28,000	)		(138,000	)		(182,000	)		(282,000	)
Net (loss) income attributable to vested common shares	$	(8,813,000	)	$	2,557,000		$	(13,901,000	)	$	2,607,000
Denominator
Weighted average number of vested common shares outstanding, basic and diluted		86,509,000			86,260,000			86,439,000			86,420,000

Net (loss) income per common share attributable to common shareholders, basic and diluted	$	(0.10	)	$	0.03		$	(0.16	)	$	0.03

Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. For the three and six months ended June 30, 2020 and 2019, no0 restricted stock units (“RSU’s”) would have been issuable under the Company’s President and CEO market performance-based equity award had the measurement period ended on June 30, ~~2019;~~2020, and 2019, respectively; therefore this market performance-based equity award had no impact in calculation diluted EPS. In addition, fully-diluted EPS for the three months ended June 30, 2018 includes RSU’s that would be been issuable had the measurement period ended on June 30, 2018, whereas for the six months ended June 30, 2018, these shares were excluded as they were anti-dilutive. Net income/loss attributable to noncontrolling interests of the Operating Partnership has been excluded from the numerator and the related OP Units have been excluded from the denominator for the purpose of calculating diluted EPS as there would have been no dilutive effect had such amounts been included. The weighted average number of OP Units outstanding were ~~553,000~~537,000 and ~~347,000~~553,000 for the three months ended June 30, 2020 and 2019, ~~and 2018, respectively,~~respectively. The weighted average number of OP Units outstanding were 537,000 and 553,000 ~~and 347,000~~ for the six months ended June 30, 2020 and 2019, ~~and 2018,~~ respectively.

In determining subsequent events, management reviewed all activity from July 1, ~~2019~~2020 through the date of filing this Quarterly Report on Form 10-Q. ~~There~~Other than those events disclosed in this report, there were no other events or transactions that occurred that would require adjustment to, or disclosure in, the Company’s consolidated financial statements.

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

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

The Company is a fully-integrated real estate investment trust that focuses primarily on ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. At June 30, ~~2019,~~2020, the Company owned and managed a portfolio of 5755 operating properties (excluding properties “held for sale”) totaling ~~8.6~~8.3 million square feet of gross leasable area (“GLA”). The portfolio was ~~91.5%~~90.0% leased and ~~91.4%~~88.9% occupied at June 30, ~~2019.~~2020.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to leases. The Company’s operating results therefore depend on the ability of its tenants to make the payments required by the terms of their leases. The Company focuses its investment activities on grocery-anchored shopping centers. The Company believes that, because of the need of consumers to purchase food and other staple goods and services generally available at such centers, its type of “necessities-based” properties should provide relatively stable revenue flows even during difficult economic times.

As a result of COVID-19, the Company has received numerous rent relief requests, most often in the form of rent deferrals. The Company has evaluated, and continues to evaluate, each tenant rent relief request on an individual basis, considering a number of factors. Not all tenant requests have resulted in modification agreements, nor is the Company forgoing its contractual rights under its lease agreements. The Company has entered into lease modifications that deferred approximately $2.0 million and waived approximately $0.4 million for the quarter ended June 30, 2020, respectively. To date, the weighted average payback period of deferred rent is approximately 10 months, beginning at various time commencing in July 2020 through March 2021. For the quarter ended June 30, 2020, the Company has collected approximately 77% of contractual base rents and monthly tenant reimbursements. The Company currently remains in active discussions and negotiations with its impacted tenants and anticipates the need to grant additional rent concessions or other lease-related relief, such as the deferral of lease payments for a period of time to be paid over the remaining term of the lease. The nature and financial impact of such additional rent relief is currently unknown as negotiations are in progress. The extent to which COVID-19 impacts the Company’s business, operations and financial results will depend on numerous evolving factors that the Company is not able to predict at this time.

As a result of the COVID-19 pandemic, the Company has taken the following actions:

On ~~June 19, 2019,~~July 23, 2020, the Company ~~purchased Girard Plaza,~~entered into a ~~shopping center adjacent to its South Philadelphia property, located in Philadelphia, Pennsylvania. The purchase price~~commercial lease agreement (the “Lease”) with the Government of the District of Columbia (“District”), for the ~~property was $8.5 million, which has been allocated~~lease by the District of office space in a new 6-story building to ~~real estate assets and liabilities.~~

~~On February 15, 2019,~~be constructed by the Company ~~sold Maxatawny Marketplace, located in Maxatawny, Pennsylvania.~~at

Senator Square. The ~~sales price~~building is planned to house the new office headquarters for the ~~property was $10.3 million, which resulted in a gain on sale~~District of ~~$0.1 million, which has been included in continuing operations~~Columbia’s Department of General Services’ (“DGS”) 700-member workforce. The term of the Lease is 20 years and 10 months, to commence upon substantial completion and delivery to DGS. The Company anticipates commencement of construction to occur in the ~~accompanying consolidated statement~~first quarter of ~~operations.~~2021 and currently estimates that the space will be delivered during the end of the fourth quarter 2022.

~~On June 26, 2019,~~Upon completion of the building, the District will be obligated to pay initial annual net rent of approximately $5.4 million per year, subject to a 2.5% annual escalator on each anniversary of rent commencement, plus certain operating costs, property taxes and amortization of tenant improvements together totaling approximately an additional $8.1 million per year, for an aggregate total annual rent of approximately $13.5 million. The Lease provides for a free rent period of 10 months immediately following rent commencement. The Lease also provides the District with a tenant credit of approximately $6.8 million to be applied, at the District’s election, against either annual rent or any other tenant payment obligations including tenant improvement costs, in excess of the tenant improvement allowance. Pursuant to the Lease, the landlord will contribute up to $155 per rentable square foot toward the cost of tenant improvements, to be amortized over 240 months. In addition, the Lease provides that the Company ~~sold Fort Washington Center, located~~will contribute $9.38 per rentable square foot in ~~Fort Washington, Pennsylvania.~~additional tenant improvement allowance between the 10th and 12th Lease years, upon the District’s timely election. The ~~sales price for~~obligations of the ~~property was $9.0 million, which resulted in a gain on sale of $2.8 million, which has been included in continuing operations in~~District under the ~~accompanying consolidated statement of operations.~~

On ~~December 18, 2018, the Company’s Board of Directors approved a stock repurchase program, which authorized~~January 31, 2020, the Company agreed to ~~purchase up~~a cash payment in consideration for permitting a dark anchor tenant to ~~$30.0~~terminate its lease prior to the contractual expiration at Metro Square. As a result of this termination, revenues for the six months ended June 30, 2020, included approximately $7.1 million of other income. Further, on July 9, 2020, the ~~Company’s common stock in the open market or through private transactions, subject to market conditions, from time to time, through December 18, 2019.~~ Company sold this property for $4.3 million.

During the six months ended June 30, ~~2019,~~2020, the Company ~~repurchased approximately 2,050,000 shares at a weighted average price per share~~recorded impairment charges of ~~$3.34. Since approval~~$7.6 million in relation to properties classified as real estate held for sale, which are included in continuing operations in the accompanying consolidated statement of ~~the plan on December 18, 2018,~~operations.

On August 4, 2020, the Company ~~has repurchased~~amended its existing $300 million unsecured credit facility and term loans. After such amendments, the Company’s financial ratios and borrowing base are now all computed using trailing four quarters as opposed to the current quarter annualized and interest rate swaps that are a ~~total~~hedge of ~~2,823,000 shares at a weighted average price per share~~existing debt are now excluded from the definition of ~~$3.25.~~debt.

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition and the allowance for doubtful accounts receivable, real estate investments and purchase accounting allocations related thereto, asset impairments, and derivatives used to hedge interest-rate risks. Management’s estimates are based both on information that is currently available and on various other assumptions management believes to be reasonable under the circumstances. Actual results could differ from those estimates and those estimates could be different under varying assumptions or conditions.

The Company believes there have been no material changes to the items disclosed as its critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. See Note 2 – “Summary of Significant Accounting Policies”for recently-adopted accounting pronouncements.

							Change										Change
	2019			2018			Dollars			Percent	2020			2019			Dollars			Percent
Revenues	$	35,660,000		$	41,350,000		$	(5,690,000	)	-13.8%	$	28,620,000		$	35,660,000		$	(7,040,000	)	-19.7%
Property operating expenses		(11,249,000	)		(11,050,000	)		(199,000	)	1.8%		(10,486,000	)		(11,249,000	)		763,000		-6.8%
Property operating income		24,411,000			30,300,000			(5,889,000	)			18,134,000			24,411,000			(6,277,000	)
General and administrative		(5,418,000	)		(4,276,000	)		(1,142,000	)	26.7%		(3,906,000	)		(5,418,000	)		1,512,000		-27.9%
Depreciation and amortization		(10,346,000	)		(10,541,000	)		195,000		-1.8%		(14,426,000	)		(10,346,000	)		(4,080,000	)	39.4%
Gain on sale		2,841,000			—			2,841,000		n/a
Gain on sales												—			2,841,000			(2,841,000	)	n/a
Impairment charges												(133,000	)		—			(133,000	)	n/a
Interest expense		(5,944,000	)		(5,546,000	)		(398,000	)	7.2%		(5,678,000	)		(5,944,000	)		266,000		-4.5%
Net income		5,544,000			9,937,000			(4,393,000	)
Net (loss) income												(6,009,000	)		5,544,000			(11,553,000	)
Net (income) attributable to noncontrolling interests		(161,000	)		(160,000	)		(1,000	)			(88,000	)		(161,000	)		73,000
Net income attributable to Cedar Realty Trust, Inc.	$	5,383,000		$	9,777,000		$	(4,394,000	)
Net (loss) income attributable to Cedar Realty Trust, Inc.											$	(6,097,000	)	$	5,383,000		$	(11,480,000	)

Revenues were lower primarily as a result of the negative impact of the COVID-19 pandemic, which resulted in (1) ~~$5.4~~a decrease of $3.0 million ~~relating~~in rental revenues and expense recoveries and a decrease of $1.0 million in straight-line rental revenues attributable to ~~a dark anchor tenant terminating its lease prior to the contractual expiration in 2018 at West Bridgewater Plaza,~~same-center properties, (2) a decrease of ~~$0.8~~$2.1 million in rental revenues and expense recoveries and a decrease of $0.4 million in straight-line rental and the amortization of intangible lease liabilities revenues attributable to redevelopment properties. In addition, there was a decrease of $0.7 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2019 and ~~2018, and (3) a decrease~~2018. These negative results were partially offset by an increase of ~~$0.3~~$0.2 million in rental revenues and expense recoveries attributable to same-center properties which was driven by the adoption of the new lease accounting standard (see Note 2 – “Recently-Adopted Accounting Pronouncements”), partially offset by (1) an increase of $0.5 million in rental revenues and expense recoveries attributable to propertiesa property acquired in ~~2019 and 2018, and (2) an increase of $0.1 million in rental revenues and expense recoveries attributable to redevelopment properties.~~2019.

Property operating expenses were ~~higher~~lower primarily as a result of ~~an increase~~(1) a decrease of ~~$0.4~~$0.3 million in property operating expenses attributable to same-center properties, ~~acquired in 2019 and 2018, partially offset by~~(2) a decrease of ~~$0.2~~$0.3 million in property operating expenses attributable to redevelopment properties, and (3) a decrease of $0.3 million in property operating expenses attributable to properties that were sold or held for sale in 2020 and 2019, ~~and 2018.~~partially offset by an increase of $0.1 million in property operating expenses attributable to a property acquired in 2019.

General and administrative costs were ~~higher~~lower primarily as a result of (1) ~~an increase in payroll expense~~cost savings of $0.8 million as a result of the COVID-19 pandemic, predominately related to the cancellation of leasing conventions along with the related travel expenses, (2) a decrease of $0.5 million ~~relating to the adoption~~in payroll related costs, and (3) a decrease of ~~the new lease accounting standard~~$0.2 million in ~~2019 which no longer permits the capitalization~~legal and professional fees.

Depreciation and amortization expenses were higher as a result of ~~initial direct~~(1) accelerated depreciation of tenant improvements and leasing ~~costs,~~commissions of $4.2 million as a result of tenants vacating their spaces, and (2) an increase of $0.1 million attributable to a property acquired in ~~payroll and payroll related expenses of $0.3 million related to the hiring of several new employees.~~

~~Depreciation and amortization~~ ~~expenses were lower as a result of~~2019, partially offset by a decrease of ~~$1.0~~$0.2 million attributable to properties that were sold or held for sale in ~~2019~~2020 and 2018, partially offset by (1) an increase of $0.4 million attributable to redevelopment properties, (2) an increase of $0.3 million attributable to same-center properties, and (3) an increase of $0.1 million attributable to properties acquired in 2019 and 2018.2019.

Gain on sale in 2019 relates to the sale of ~~Fort Washington Center,~~Maxatawny Marketplace, located in ~~Fort Washington,~~Maxatawny, Pennsylvania.

Impairment charges in 2020 relates to Metro Square, located in Owings Mills, Maryland, and The Commons, located in Dubois Pennsylvania.

Interest expense was ~~higher primarily~~lower as a result of ~~an increase of $0.6 million as~~(1) a ~~result of an increase~~decrease in the overall weighted average interest rate which resulted in a decrease in interest expense of $0.8 million, and (2) an increase in capitalized interest of $0.3 million, partially offset by ~~a decrease of $0.1 million as a result of a decrease~~increase in the overall weighted average ~~outstanding~~ principal balance which resulted in an increase in interest expense of ~~debt.~~

							Change										Change
	2019			2018			Dollars			Percent	2020			2019			Dollars			Percent
Revenues	$	72,543,000		$	78,918,000		$	(6,375,000	)	-8.1%	$	71,105,000		$	72,543,000		$	(1,438,000	)	-2.0%
Property operating expenses		(24,426,000	)		(23,923,000	)		(503,000	)	2.1%		(23,329,000	)		(24,426,000	)		1,097,000		-4.5%
Property operating income		48,117,000			54,995,000			(6,878,000	)			47,776,000			48,117,000			(341,000	)
General and administrative		(10,216,000	)		(8,770,000	)		(1,446,000	)	16.5%		(8,908,000	)		(10,216,000	)		1,308,000		-12.8%
Depreciation and amortization		(20,475,000	)		(20,595,000	)		120,000		-0.6%		(28,173,000	)		(20,475,000	)		(7,698,000	)	37.6%
Gain on sales		2,942,000			—			2,942,000		n/a		—			2,942,000			(2,942,000	)	n/a
Impairment charges		—			(21,396,000	)		21,396,000		n/a		(7,607,000	)		—			(7,607,000	)	n/a
Interest expense		(11,835,000	)		(10,917,000	)		(918,000	)	8.4%		(11,195,000	)		(11,835,000	)		640,000		-5.4%
Net income (loss)		8,533,000			(6,683,000	)		15,216,000
Net (loss) income												(8,107,000	)		8,533,000			(16,640,000	)
Net (income) attributable to noncontrolling interests		(268,000	)		(208,000	)		(60,000	)			(236,000	)		(268,000	)		32,000
Net income (loss) attributable to Cedar Realty Trust, Inc.	$	8,265,000		$	(6,891,000	)	$	15,156,000
Net (loss) income attributable to Cedar Realty Trust, Inc.											$	(8,343,000	)	$	8,265,000		$	(16,608,000	)

Revenues were lower primarily as a result of the negative impact of the COVID-19 pandemic, which resulted in (1) ~~$5.4~~a decrease of $3.2 million ~~relating~~in rental revenues and expense recoveries and a decrease of $1.3 million in straight-line rental revenues attributable to ~~a dark anchor tenant terminating its lease prior to the contractual expiration in 2018 at West Bridgewater Plaza,~~same-center properties, (2) a decrease of ~~$1.7~~$2.7 million in rental revenues and expense recoveries and a decrease of $0.4 million in straight-line rental and the amortization of intangible lease liabilities revenues attributable to redevelopment properties. In addition, there was a decrease of $1.3 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2019 and ~~2018,~~2018. These negative results were partially offset by (1) $7.1 million in revenue in the quarter ended March 31, 2020 relating to a dark anchor tenant terminating its lease prior to the contractual expiration in 2020 at Metro Square, and ~~(3) a decrease~~(2) an increase of ~~$0.9~~$0.4 million in rental revenues and expense recoveries attributable to same-center properties which was driven by the adoption of the new lease accounting standard (see Note 2 – “Recently-Adopted Accounting Pronouncements”), partially offset by (1) an increase of $1.0 million in rental revenues and expense recoveries attributable to propertiesa property acquired in ~~2019 and 2018, (2) an increase of $0.3 million in rental revenues and expense recoveries attributable to redevelopment properties, and (3) an increase of other income of $0.2 million.~~2019.

Property operating expenses were ~~higher~~lower primarily as a result of (1) ~~an increase of $0.7 million in property operating expenses attributable to properties acquired in 2019 and 2018, and (2) an increase~~a decrease of $0.4 million in property operating expenses attributable to ~~the Company’s redevelopment~~same-center properties, ~~partially offset by (1)~~(2) a decrease of $0.4 million in property operating expenses attributable to properties that were sold or held for sale in 2020 and 2019, and ~~2018, and (2)~~(3) a decrease of $0.3 million in property operating expenses attributable to ~~same-center~~redevelopment properties, ~~which was driven~~partially offset by ~~the adoption~~an increase of ~~the new lease accounting standard (see Note 2 – “Recently-Adopted Accounting Pronouncements”).~~$0.2 million in property operating expenses attributable to a property acquired in 2019.

General and administrative costs were ~~higher~~lower primarily as a result of (1) ~~an increase in payroll expense~~cost savings of ~~$0.9~~$0.7 million relating to the adoption of the new lease accounting standard in 2019 which no longer permits the capitalization of initial direct leasing costs, and (2) an increase in payroll and payroll related expenses of $0.3 million related to the hiring of several new employees.

~~Depreciation and amortization~~ ~~expenses remained consistent~~ as a result of the COVID-19 pandemic, predominately related to the cancellation of leasing conventions along with the related travel expenses, (2) a decrease of ~~$1.4~~$0.4 million in payroll related costs, and (3) a decrease of $0.2 million in legal and professional fees.

Depreciation and amortization expenses were higher as a result (1) accelerated depreciation of tenant improvements and leasing commissions of $4.2 million as a result of tenants vacating their spaces, (2) accelerated depreciation of $2.1 million in the quarter ended March 31, 2020 relating to the demolition of certain existing buildings at a redevelopment property, (3) an increase of $1.0 million attributable to same-center properties, (4) a $0.8 million write-off in the quarter ended March 31, 2020 arising from a lease termination for permitting a dark anchor to terminate its lease prior to the contractual expiration at a property that was classified held for sale in 2020, and (5) an increase of $0.1 million attributable to a property acquired in 2019, partially offset by (1) a decrease of $0.4 million attributable to properties that were sold or held for sale in 2020 and 2019, and ~~2018, offset by (1) an increase~~(2) a decrease of ~~$0.7~~$0.2 million attributable to redevelopment ~~properties, (2) an increase of $0.3 million attributable to properties acquired in 2019 and 2018, and (3) an increase of $0.3 million attributable to same-center~~ properties.

Gain on ~~sales~~sale in 2019 relates to the sale of Maxatawny Marketplace, located in Maxatawny, ~~Pennsylvania and Fort Washington Center,~~Pennsylvania.

Impairment charges in 2020 relates to Metro Square, located in ~~Fort Washington, Pennsylvania.~~

~~Impairment charges~~ ~~in 2018 relate to impairments on (1) Carll’s Corner,~~Owings Mills, Maryland, and The Commons, located in ~~Bridgeton, New Jersey, and (2) West Bridgewater Plaza, located in West Bridgewater Massachusetts, which was sold on September 28, 2018.~~Dubois Pennsylvania.

Interest expense was ~~higher primarily~~lower as a result of (1) ~~an increase of $0.8 million as~~ a ~~result of an increase~~decrease in the overall weighted average interest rate which resulted in a decrease in interest expense of $1.5 million, and (2) an increase in capitalized interest of $0.1 million, ~~as a result of an~~partially offset by increase in the overall weighted average ~~outstanding~~ principal balance which resulted in an increase in interest expense of ~~debt.~~ $1.0 million.

Same-property net operating income (“same-property NOI”) is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors as it provides an indication of the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses, as well as other infrequent items such as lease termination income which tends to fluctuate more than rents from year to year. Properties

are included in same-property NOI if they are owned and operated for the entirety of both periods being compared, except for properties undergoing significant redevelopment and expansion until such properties have stabilized, and properties classified as held

for sale. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from same-property NOI.

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

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

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Operating income	$	11,488,000		$	15,483,000		$	20,368,000		$	4,234,000
Operating (loss) income													$	(331,000	)	$	11,488,000		$	3,088,000		$	20,368,000
Add (deduct):
General and administrative		5,418,000			4,276,000			10,216,000			8,770,000			3,906,000			5,418,000			8,908,000			10,216,000
Gain on sales		(2,841,000	)		—			(2,942,000	)		—			—			(2,841,000	)		—			(2,942,000	)
Impairment charges		—			—			—			21,396,000			133,000			—			7,607,000			—
Depreciation and amortization		10,346,000			10,541,000			20,475,000			20,595,000			14,426,000			10,346,000			28,173,000			20,475,000
Straight-line rents		(111,000	)		(246,000	)		(335,000	)		(492,000	)		988,000			(111,000	)		945,000			(335,000	)
Amortization of intangible lease liabilities		(631,000	)		(2,213,000	)		(1,222,000	)		(2,882,000	)		(307,000	)		(631,000	)		(766,000	)		(1,222,000	)
Other adjustments		(29,000	)		(100,000	)		(117,000	)		(141,000	)		(54,000	)		(108,000	)		1,000			(123,000	)
NOI related to properties not defined as same-property		(4,225,000	)		(8,207,000	)		(8,111,000	)		(12,804,000	)		(3,041,000	)		(5,145,000	)		(14,287,000	)		(10,212,000	)
Same-property NOI	$	19,415,000		$	19,534,000		$	38,332,000		$	38,676,000		$	15,720,000		$	18,416,000		$	33,669,000		$	36,225,000

Number of same properties		48			48			48			48			46			46			46			46
Same-property occupancy, end of period		91.3	%		91.9	%		91.3	%		91.9	%		90.2	%		91.4	%		90.2	%		91.4	%
Same-property leased, end of period		91.4	%		92.1	%		91.4	%		92.1	%		91.5	%		91.6	%		91.5	%		91.6	%
Same-property average base rent, end of period	$	13.19		$	13.09		$	13.19		$	13.09		$	13.57		$	13.56		$	13.57		$	13.56

Same-property NOI ~~decreased 0.6% and 0.9%~~ for the ~~comparative~~comparable three and six month periods ~~respectively. The results were driven primarily by~~decreased 14.6% and 7.1%, respectively as a ~~decrease~~result of ~~60 bps in occupancy, partially offset by an increase in average base rents~~the negative impact of ~~$0.10 per square foot.~~the COVID-19 pandemic which reduced rental revenues for the same-property portfolio.

The following is a summary of the Company’s retail leasing activity during the six months ended June 30, ~~2019:~~2020:

												Tenant														Tenant
					New rent		Prior rent		Cash basis			improvements							New rent		Prior rent		Cash basis			improvements
	Leases				per		per		%			per			Leases				per		per		%			per
	signed		GLA		sq.ft. ($)		sq.ft. ($)		change			sq.ft. ($)			signed		GLA		sq.ft. ($)		sq.ft. ($)		change			sq.ft. ($)
Renewals		59		767,400		13.24		13.41		-1.2	%		1.79			34		440,300		13.52		13.34		1.4	%		1.54
New Leases - Comparable		16		86,500		13.61		12.81		6.3	%		36.58	(a)		16		49,900		19.21		22.75		-15.5	%		33.87	(a)
New Leases - Non-Comparable (b)		4		11,700		43.14	n/a		n/a				0.00	(a)		1		1,600		23.00	n/a		n/a				0.00	(a)
Total (c)		79		865,600		13.68	n/a		n/a				5.42			51		491,800		14.13	n/a		n/a				4.81

The Company funds operating expenses and other short-term liquidity requirements, including debt service, tenant improvements, leasing commissions, preferred and common dividend distributions and distributions to minority interest partners, if made, primarily from its operations. The Company may also use its revolving credit facility for these purposes. The Company expects to fund long-term liquidity requirements for property acquisitions, redevelopment costs, capital improvements, and maturing debt

initially with its revolving credit facility, and ultimately through a combination of issuing and/or assuming additional debt, the sale of

equity securities, the issuance of additional OP Units, and/or the sale of properties. Although the Company believes it has access to secured and unsecured financing, there can be no assurance that the Company will have ~~the availability of~~access to financing ~~on completed~~for development projects, financing for additional construction ~~financing,~~projects, or proceeds from ~~the~~ refinancing of existing debt.

As a result of ~~June 30, 2019,~~the COVID-19 pandemic which has created significant economic uncertainty, the Company ~~had $117.4~~took the following actions: (1) in March 2020, the Company borrowed an aggregate $75.0 million ~~available for additional borrowings~~ under its revolving credit ~~facility.~~facility to preserve financial flexibility, (2) in April 2020 and July 2020, the Company’s Board of Directors declared a quarterly common dividend of $0.01 per share, reduced from $0.05 per share from the February 2020 dividend, which preserves $3.6 million of cash per quarter, and (3) dramatically reduced near-term redevelopment and other non-essential capital expenditures. The Company currently estimates capital spend in 2020 to be approximately $15 million for its three ongoing mixed-use urban redevelopment projects.

Effective April 28, 2020, the average closing price of the Company’s common stock had been less than $1.00 over the prior 30-consecutive trading day period, and as a result, the Company received notice from the NYSE that the Company has until December 31, 2020 to regain compliance with the minimum share price requirement. The threat of delisting and/or a delisting of the Company’s common stock could have adverse effects, such as restricting the Company’s ability to obtain equity financing. The Company will continue to monitor the closing price of its common stock and consider available options.

On August 4, 2020, the Company amended its existing $300 million unsecured credit facility ~~which,~~and term loans. After such amendments, the Company’s financial ratios and borrowing base are now all computed using trailing four quarters as ~~amended~~opposed to the current quarter annualized and ~~restated on September 8, 2017, consisting~~interest rate swaps that are a hedge of existing debt are now excluded from the definition of debt. The $300 million unsecured credit facility consists of (1) a $250 million revolving credit facility, and (2) a $50 million term loan. The revolving credit facility may be extended, at the Company’s option, for an additional one-year period, subject to customary conditions. Under an accordion feature, the facility can be increased to $750 million, subject to customary conditions and lending commitments. Interest on borrowings under the unsecured credit facility and term loans are based on the Company’s leverage ratio.

The Company’s unsecured credit facility and term loans contain financial covenants including, but not limited to, maximum debt leverage, maximum secured debt, minimum fixed charge coverage, and minimum net worth. In addition, the ~~facilities contain~~facility contains restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. ~~Although the credit facilities are unsecured, borrowing availability is based on unencumbered property adjusted net operating income, as defined in the agreements.~~ The Company’s failure to comply with the covenants or the occurrence of an event of default under the facilities could result in the acceleration of the related debt and exercise of other lender remedies. Although the credit facility is unsecured, borrowing availability is based on unencumbered property adjusted net operating income for the trailing twelve months, as defined in the agreements. As of ~~June 30, 2019,~~the date of filing this Quarterly Report on Form 10-Q, the Company ishad $106.9 million outstanding and $74.5 available for additional borrowings under its revolving credit facility, and was in compliance with all financial covenants. ~~Interest on borrowings under~~However, the ~~unsecured credit facility and term loans are based on~~COVID-19 pandemic may negatively impact the Company’s ~~leverage ratio.~~future ability to remain compliant with all financial covenants, including the ability to generate sufficient unencumbered property adjusted net operating income to support current borrowings. See “Item 1A – Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Debt and ~~capital~~finance lease obligations are composed of the following at June 30, ~~2019:~~2020:

			June 30, 2019					June 30, 2020
						Contractual					Contractual
	Maturity		Balance			interest rates	Maturity	Balance			interest rates
Description	dates		outstanding			weighted-average	dates	outstanding			weighted-average
Fixed-rate mortgage	Jun 2026		$	47,181,000		3.9%	Jun 2026	$	46,167,000		3.9%
Capital lease obligation	Sep 2050			5,681,000		5.3%
Finance lease obligation							Sep 2050		5,649,000		5.3%
Unsecured credit facilities (a):
Variable-rate:
Revolving credit facility	Sep 2021	(b)		99,000,000		3.9%	Sep 2021 (b)		176,900,000		2.4%
Term loan	Sep 2022			50,000,000		4.1%	Sep 2022		50,000,000		2.6%
Fixed-rate (c):
Term loan	Feb 2021			75,000,000		3.7%	Feb 2021		75,000,000		3.7%
Term loan	Feb 2022			50,000,000		3.1%	Feb 2022		50,000,000		3.1%
Term loan	Sep 2022	(d)		50,000,000		2.9%	Sep 2022		50,000,000		3.3%
Term loan	Apr 2023			100,000,000		3.3%	Apr 2023		100,000,000		3.3%
Term loan	Sep 2024			75,000,000		3.8%	Sep 2024		75,000,000		3.8%
Term loan	Jul 2025			75,000,000		4.7%	Jul 2025		75,000,000		4.7%
				626,862,000		3.7%			703,716,000		3.3%
Unamortized issuance costs				(3,153,000	)				(2,386,000	)
			$	623,709,000				$	701,330,000

~~(c)~~ The interest rates on these term loans consist of LIBOR plus a credit spread based on the Company’s leverage ratio, for which the Company has interest rate swap agreements which convert the LIBOR rates to fixed rates. Accordingly, these term loans are presented as fixed-rate debt.

(d) The current interest rate swap agreement expires in February 2020 at which time a new interest rate swap agreement will begin resulting in an effective interest ratio of 3.3%, based on the Company’s leverage ratio at June 30, 2019.

The following table details the Company’s debt and ~~capital~~finance lease obligation maturities at June 30, ~~2019:~~2020:

	Mortgage Loan		Capital Lease		Revolving			Term				Mortgage Loan		Finance Lease		Revolving			Term
Year	Payable		Obligation		Credit Facility			Loans		Total		Payable		Obligation		Credit Facility			Loans		Total
2019	$	502,000	$	17,000	$	-		$	-	$	519,000
2020		1,034,000		33,000		-			-		1,067,000	$	522,000	$	17,000	$	-		$	-	$	539,000
2021		1,074,000		35,000		99,000,000	(a)		75,000,000		175,109,000		1,074,000		35,000		176,900,000	(a)		75,000,000		253,009,000
2022		1,116,000		37,000		-			150,000,000		151,153,000		1,116,000		37,000		-			150,000,000		151,153,000
2023		1,160,000		39,000		-			100,000,000		101,199,000		1,160,000		39,000		-			100,000,000		101,199,000
2024													1,206,000		41,000		-			75,000,000		76,247,000
Thereafter		42,295,000		5,520,000		-			150,000,000		197,815,000		41,089,000		5,480,000		-			75,000,000		121,569,000
	$	47,181,000	$	5,681,000	$	99,000,000		$	475,000,000	$	626,862,000	$	46,167,000	$	5,649,000	$	176,900,000		$	475,000,000	$	703,716,000

The remaining property-specific mortgage loan payable matures in 2026. Mortgage loans payable may require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established, and is not available to fund other property-level or Company-level obligations.

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its “REIT taxable income”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The Company paid common and preferred stock dividends during ~~2018,~~2019, and has continued to declare and pay common and preferred stock dividends during ~~2019.~~2020. While the Company intends to continue paying regular quarterly dividends, 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. Additionally, the ~~Company~~Board of Directors may reduce, as it did with the May 2020 common stock dividend of $0.01 per common share, or

suspend payment of dividends to retain cash and reduce debt obligations and/or to fund redevelopments and other capital needs. 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.

	Six months ended June 30,						Six months ended June 30,
	2019			2018			2020			2019
Cash flows provided by (used in):
Operating activities	$	28,392,000		$	30,574,000		$	24,518,000		$	28,392,000
Investing activities	$	(5,606,000	)	$	(14,016,000	)	$	(18,644,000	)	$	(5,606,000	)
Financing activities	$	(22,682,000	)	$	(17,122,000	)	$	59,612,000		$	(22,682,000	)

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $31.2 million for the six months ended June 30, 2020 and $27.5 million for the six months ended June 30, ~~2019 and $35.3 million for the six months ended June 30, 2018.~~2019. The ~~decrease~~increase was primarily a result of ~~(1)~~ the Company accepting a payment of ~~$4.3~~$8.0 million in consideration for permitting a dark anchor tenant to terminate its lease prior to the contractual expiration in ~~2018,~~2020, which was partially offset by (1) the negative impact of the COVID-19 pandemic in the quarter ended June 30, 2020, and (2) ~~an increase in cash paid for interest, and (3)~~ property dispositions in ~~2019 and 2018.~~2019.

Net cash flows used in investing activities were primarily the result of the Company’s property acquisitions, expenditures for property improvements and property disposition activities. During the six months ended June 30, 2020 the Company incurred expenditures of $18.6 million for property improvements. During the six months ended June 30, 2019, the Company incurred expenditures of $15.2 million for property improvements, and acquired a property for $9.1 million, which was partially offset by ~~$24.3~~$18.7 million in proceeds from the sales of properties.

During the six months ended June 30, ~~2018,~~2020, the Company ~~incurred expenditures~~had net advances of ~~$14.0~~$70.9 million ~~for property improvements.~~

under the revolving credit facility, which was partially offset by $10.7 million of preferred and common stock distributions, and $0.5 million of mortgage repayments. During the six months ended June 30, 2019, the Company paid $14.3 million of preferred and common stock distributions, had $6.8 million of common stock repurchases, had net repayments of $1.0 million under the revolving credit facility, and $0.5 million of mortgage repayments. ~~During the six months ended June 30, 2018, the Company paid $50.0 million to partially redeem shares of its~~

Series B Preferred Stock, had $15.1 million of preferred and common stock distributions, and $1.5 million of repayments of mortgage obligations, which were partially offset by net borrowings of $49.5 million under the revolving credit facility.

Funds From Operations (“FFO”) is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company presents FFO in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (“~~NAREIT”~~Nareit”). ~~NAREIT~~Nareit generally defines FFO as net income ~~attributable to common shareholders~~ (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment ~~provisions~~write-downs on real estate properties directly attributable to decreases in the value of depreciable real estate, plus real estate related depreciation and amortization, and adjustments for partnerships and joint ventures to reflect FFO on the same basis. The Company considers FFO to be an appropriate measure of its financial performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than other depreciable assets.

The Company also considers Operating Funds From Operations (“Operating FFO”) to be an additional meaningful financial measure of financial performance because it excludes items the Company does not believe are indicative of its core operating performance, such as non-capitalized acquisition pursuit costs, amounts relating to early extinguishment of debt and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.

FFO and Operating FFO should be reviewed with net income attributable to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. FFO and Operating FFO do not represent cash generated from operating activities and should not be considered as an alternative to net income attributable to common shareholders or to cash flow from operating activities. The Company’s computations of FFO and Operating FFO may differ from the computations utilized by other REITs and, accordingly, may not by comparable to such REITs.

A reconciliation of net (loss) income ~~(loss)~~ attributable to common shareholders to FFO and Operating FFO for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 is as follows:

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Net income (loss) attributable to common shareholders	$	2,695,000		$	7,089,000		$	2,889,000		$	(15,885,000	)
Net (loss) income attributable to common shareholders													$	(8,785,000	)	$	2,695,000		$	(13,719,000	)	$	2,889,000
Real estate depreciation and amortization		10,300,000			10,490,000			20,383,000			20,494,000			14,400,000			10,300,000			28,105,000			20,383,000
Limited partners' interest		17,000			27,000			19,000			(60,000	)		(52,000	)		17,000			(80,000	)		19,000
Gain on sales		(2,841,000	)		—			(2,942,000	)		—			—			(2,841,000	)		—			(2,942,000	)
Impairment charges		—			—			—			21,396,000			133,000			—			7,607,000			—
Consolidated minority interests:
Share of income		144,000			133,000			249,000			268,000			140,000			144,000			316,000			249,000
Share of FFO		(107,000	)		(120,000	)		(186,000	)		(244,000	)		(118,000	)		(107,000	)		(261,000	)		(186,000	)
FFO applicable to diluted common shares		10,208,000			17,619,000			20,412,000			25,969,000			5,718,000			10,208,000			21,968,000			20,412,000
Preferred stock redemption costs		—			—			—			3,507,000
Redevelopment costs (a)														—			—			483,000			—
Operating FFO applicable to diluted common shares	$	10,208,000		$	17,619,000		$	20,412,000		$	29,476,000		$	5,718,000		$	10,208,000		$	22,451,000		$	20,412,000

FFO per diluted common share	$	0.11		$	0.19		$	0.22		$	0.28		$	0.06		$	0.11		$	0.24		$	0.22
Operating FFO per diluted common share	$	0.11		$	0.19		$	0.22		$	0.32		$	0.06		$	0.11		$	0.25		$	0.22
Weighted average number of diluted common shares (a):
Common shares		90,526,000			91,929,000			90,694,000			91,788,000
Weighted average number of diluted common shares (b):
Common shares and equivalents														90,829,000			90,526,000			90,798,000			90,694,000
OP Units		553,000			347,000			553,000			347,000			537,000			553,000			537,000			553,000
		91,079,000			92,276,000			91,247,000			92,135,000			91,366,000			91,079,000			91,335,000			91,247,000

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the Company’s results of operations. There have been mixed indications of an increase in inflation in the U.S. economy. If inflation rates increase, substantially

all of the Company’s tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes and many of the operating expenses it incurs. Significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company’s business.

One of the principal market risks facing the Company is the risk of interest rate changes, primarily through its variable-rate revolving credit facility and term loans. The Company’s objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower its overall borrowing costs. To achieve these objectives, the Company may borrow at either fixed rates or at variable rates and enter into derivative financial instruments, such as interest rate swaps, to mitigate its interest rate risk. The Company does not enter into derivative or interest rate transactions for speculative purposes. The Company is not directly subject to foreign currency risk.

The Company has entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for certain unsecured term loans. At June 30, ~~2019,~~2020, the Company had ~~$0.5 million included in deferred charges and other assets, net, in addition to $7.3~~$22.7 million included in accounts payable and accrued liabilities on the consolidated balance sheet relating to the fair value of the interest rate swaps applicable to certain unsecured term loans.

At June 30, ~~2019,~~2020, long-term debt consisted of a fixed-rate mortgage loan payable, a ~~capital~~finance lease obligation, unsecured term loans, and the Company’s unsecured variable-rate credit facility. Excluding unamortized premiums and debt issuance costs, the average interest rate on the ~~$477.9~~$476.8 million of fixed-rate debt outstanding was 3.7%, with maturities at various dates through 2050. The average interest rate on the ~~$149.0~~$226.9 million of variable-rate debt outstanding, which consists of the unsecured revolving credit facility and a term loan, was ~~4.0%~~2.5%. With respect to the ~~$149.0~~$226.9 million of variable-rate debt, if contractual interest rates either increase or decrease by 100 bps, the Company’s interest cost would increase or decrease respectively by approximately ~~$1.5~~$2.3 million per annum.

With respect to the Company’s fixed rate mortgage notes and unsecured term loans, changes in interest rates generally do not affect the Company’s interest expense as these notes are at fixed rates for extended terms. Because the Company presently intends to hold its existing fixed-rate debt either to maturity or until the sale of the associated property, these fixed-rate notes pose an interest rate risk to the Company’s results of operations and its working capital position only upon the refinancing of that indebtedness. The Company’s possible risk is from increases in long-term interest rates that may occur as this may increase the cost of refinancing maturing fixed-rate debt. In addition, the Company may incur prepayment penalties or defeasance costs when prepaying or defeasing debt.

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), designed to ensure that information required to be disclosed in its filings under the Exchange Act is reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission (“SEC”). In this regard, the Company has formed a Disclosure Committee currently comprising several of the Company’s executive officers as well as certain other employees 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 its disclosure controls and procedures as of June 30, ~~2019,~~2020, and have concluded that such disclosure controls and procedures are effective.

During the three months ended June 30, ~~2019,~~2020, there have been no changes in the Company’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, these internal controls 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.

The Company is not presently involved in any litigation, nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries, which is either not covered by the Company’s liability insurance, or, in management’s opinion, would result in a material adverse effect on the Company’s financial position or results of operations.

There were no material changes to the Risk Factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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


Title of each class	Name of each exchange on which registered	Trading Symbol(s)
Common Stock, $0.06 par value	New York Stock Exchange	CDR
7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange	CDRpB
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange	CDRpC

Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets – June 30, ~~2019~~2020 and December 31, ~~2018~~2019	4

	Consolidated Statements of ~~Operations–~~Operations – Three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019	5

	Consolidated Statements of Comprehensive (Loss) ~~Income~~ – Three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019	6

	Consolidated Statements of ~~Equity–~~Equity – Six months ended June 30, ~~2019~~2020 and ~~2018~~2019	7-10

	Consolidated Statements of Cash ~~Flows– Six~~Flows – Three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019	11

	Notes to Consolidated Financial Statements – June 30, ~~2019~~2020	~~12-21~~12-20

Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	~~22-29~~21-29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2929-30

Item 4.	Controls and Procedures	2930

Part II. Other Information

Item 1.	Legal Proceedings	3031

Item 1A.	Risk Factors	3031

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3031

Item 3.	Defaults Upon Senior Securities	3031

Item 4.	Mine Safety Disclosures	3031

Item 5.	Other Information	3031

Item 6.	Exhibits	3031

Signatures		3132

2019 - remaining	$	827,000
2020		1,095,000
2021		956,000
2022		955,000
2023		956,000
Thereafter		30,466,000
Total undiscounted future minimum lease payments		35,255,000
Future minimum lease payments, discount		(21,050,000	)
Right-of-use liabilities	$	14,205,000

By:	/s/ BRUCE J. SCHANZER	By:	/s/ PHILIP R. MAYS
	Bruce J. Schanzer		Philip R. Mays
	President and Chief Executive Officer (Principal executive officer)		Executive Vice President, Chief Financial Officer and Treasurer
			(Principal financial officer)

	August ~~1, 2019~~10, 2020

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

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

	June 30, 2020				December 31, 2019
	Series B		Series C		Series B		Series C
	Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock
Shares authorized		1,450,000		6,450,000		1,450,000		6,450,000
Shares issued and outstanding		1,450,000		5,000,000		1,450,000		5,000,000
Balance	$	34,767,000	$	124,774,000	$	34,767,000		124,774,000