UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

~~FOR THE QUARTERLY PERIOD ENDED MARCH~~For the quarterly period ended March 31, ~~2022~~2023


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

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 001-31817

CEDAR REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)


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

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

~~928 Carmans Road, Massapequa, New York 11758~~

~~(Address of principal executive offices) (Zip Code)~~

~~(516) 767-6492~~

(Registrant's telephone number, including area ~~code)~~code: (757) 627-9088

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)	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		CDRpB	New York Stock Exchange	~~CDRpB~~
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value		CDRpC	New York Stock Exchange	~~CDRpC~~

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.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

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 ~~April 29, 2022,~~May 5, 2023, there were ~~13,640,374~~13,718,169 shares of Common Stock, $0.06 par value, outstanding.

CEDAR REALTY TRUST, INC.

INDEX


Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements ~~(unaudited)~~

	Condensed Consolidated Balance Sheets – March 31, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022	4

	Condensed Consolidated Statements of Operations – Three months ended March 31, 2023 and 2022 ~~and 2021~~(unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2023 and 2022 ~~and 2021~~(unaudited)	6

	Condensed Consolidated Statements of Equity – Three months ended March 31, 2023 and 2022 ~~and 2021~~(unaudited)	7-8

	Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2023 and 2022 ~~and 2021~~(unaudited)	9

	Notes to Condensed Consolidated Financial Statements ~~– March 31, 2022~~(unaudited)	~~10-19~~10-17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~20-27~~18-23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~27-28~~24

Item 4.	Controls and Procedures	2824

Part II. Other Information

Item 1.	Legal Proceedings	2924

Item 1A.	Risk Factors	2924

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2924

Item 3.	Defaults Upon Senior Securities	2924

Item 4.	Mine Safety Disclosures	2925

Item 5.	Other Information	3025

Item 6.	Exhibits	3025

Signatures		3127

Forward-Looking Statements

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 actual results, performance or achievements of Cedar Realty Trust, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import, or the negative thereof. Factors that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: (i) the ~~proposed Transactions (as described herein) may not be completed in a timely manner or at all, including~~ability of the Company to successfully integrate its business with Wheeler Real Estate Investment Trust, Inc.; (ii) the risk that any required approvals, including the approval of the Company’s stockholders, are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Company or the expected benefits of the proposed Transactions; (ii) the possibility that any or all of the various conditions to the consummation of the Transactions may not be satisfied or waived; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of one or more of the definitive Transaction agreements, including in circumstances which would require the Company to pay a termination fee or other expenses; (iv) the risk that the pending shareholder litigation ~~in connection with the Transactions, or additional lawsuits that may be filed in the future~~ in connection with the Transactions may result in significant costs of defense, indemnification and liability; (v) 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 impact on returns from redevelopment projects, (e) to the extent we were seeking to sell properties in the near term, significantly greater uncertainty regarding our ability to do so at attractive prices, and (f) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the short term and negative consequences that will occur if these trends are not quickly reversed; (vi)(iii) the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; ~~(vii)~~(iv) 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; (viii)~~tenants; (v) 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 locations in future; (ix) 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; (x)tenant; (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; (xi)~~instability and 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; (xii)~~factors; (vii) the impact of the ~~Company’s~~Company's leverage on operating performance; ~~(xiii)~~(viii) risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; ~~(xiv)~~(ix) risks endemic to real estate and the real estate industry generally; ~~(xv)~~(x) competitive risks; ~~(xvi)~~(xi) risks related to the geographic concentration of the Company’s properties in the ~~Washington, D.C. to Boston corridor; (xvii)~~Northeast; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; ~~(xviii)~~(xiii) the ~~inability of~~risk that the ~~Company~~Company’s insurance coverage may not be sufficient to ~~realize anticipated returns from~~fully cover its ~~redevelopment activities; (xix) uninsured~~ losses; ~~(xx)~~(xiv) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and ~~(xxi)~~(xv) information technology security breaches. For further discussion of factors that could materially affect the outcome of forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 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.

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(unaudited)~~


	March 31,			December 31,
	2023			2022
	(unaudited)
ASSETS
Real estate:
Land	$	69,111,000		$	69,111,000
Buildings and improvements		295,479,000			294,999,000
		364,590,000			364,110,000
Less accumulated depreciation		(159,515,000	)		(157,468,000	)
Real estate, net		205,075,000			206,642,000

Cash and cash equivalents		1,654,000			3,899,000
Restricted cash		10,153,000			9,564,000
Receivables, net		5,819,000			6,135,000
Other assets and deferred charges, net		8,881,000			7,924,000
TOTAL ASSETS	$	231,582,000		$	234,164,000

LIABILITIES AND EQUITY
Secured term loans, net	$	131,552,000		$	131,462,000
Accounts payable and accrued liabilities		9,578,000			10,094,000
Due to Wheeler Real Estate Investment Trust, Inc.		7,955,000			7,328,000
Unamortized intangible lease liabilities		2,969,000			3,078,000
Total liabilities		152,054,000			151,962,000

Commitments and contingencies		—			—

Equity:
Preferred stock		159,541,000			159,541,000
Common stock ($0.06 par value, 150,000,000 shares authorized, 13,718,000 shares, issued and outstanding)		823,000			823,000
Additional paid-in capital		868,323,000			868,323,000
Cumulative distributions in excess of net income		(949,159,000	)		(946,485,000	)
Total equity		79,528,000			82,202,000
TOTAL LIABILITIES AND EQUITY	$	231,582,000		$	234,164,000

March 31,

December 31,

2022

2021

ASSETS

Real estate:

Land

$
259,968,000

$
259,968,000

Buildings and improvements

1,038,708,000

1,028,556,000

1,298,676,000

1,288,524,000

Less accumulated depreciation

(417,298,000
)

(409,742,000
)
Real estate, net

881,378,000

878,782,000

Real estate held for sale

73,702,000

73,251,000

Investment in unconsolidated joint venture

4,809,000

4,654,000

Cash and cash equivalents

2,093,000

3,039,000

Restricted cash

230,000

230,000

Receivables

22,467,000

21,868,000

Other assets and deferred charges, net

37,412,000

35,070,000

TOTAL ASSETS

$
1,022,091,000

$
1,016,894,000

LIABILITIES AND EQUITY

Mortgage loan payable

$
156,599,000

$
156,821,000

Finance lease obligation

5,307,000

5,314,000

Unsecured revolving credit facility

70,000,000

66,000,000

Unsecured term loans

298,998,000

298,903,000

Accounts payable and accrued liabilities

40,072,000

42,099,000

Unamortized intangible lease liabilities

7,518,000

7,789,000

Total liabilities

578,494,000

576,926,000

Commitments and contingencies

-

-

Equity:

Cedar Realty Trust, Inc. shareholders' equity:

Preferred stock

159,541,000

159,541,000

Common stock ($0.06 par value, 150,000,000 shares authorized, 13,637,000 and 13,658,000 shares, issued and outstanding, respectively)

819,000

820,000

Treasury stock (333,000 and 387,000 shares, respectively, at cost)

(10,807,000
)

(13,266,000
)
Additional paid-in capital

878,508,000

881,009,000

Cumulative distributions in excess of net income

(587,109,000
)

(582,464,000
)
Accumulated other comprehensive (loss)

31,000

(8,258,000
)
Total Cedar Realty Trust, Inc. shareholders' equity

440,983,000

437,382,000

Noncontrolling interests:

Limited partners' OP Units

2,614,000

2,586,000

Total noncontrolling interests

2,614,000

2,586,000

Total equity

443,597,000

439,968,000

TOTAL LIABILITIES AND EQUITY

$
1,022,091,000

$
1,016,894,000

See accompanying notes to condensed consolidated financial statements

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three months ended March 31,						Three months ended March 31,
	2022			2021			2023			2022
REVENUES
Rental revenues	$	30,207,000		$	33,336,000		$	8,641,000		$	8,514,000
Other		257,000			215,000
Other revenues								282,000			201,000
Total revenues		30,464,000			33,551,000			8,923,000			8,715,000
EXPENSES
Operating, maintenance and management		7,129,000			7,780,000			2,411,000			2,237,000
Real estate and other property-related taxes		4,498,000			5,120,000			1,389,000			1,242,000
General and administrative		2,972,000			4,528,000			712,000			2,911,000
Depreciation and amortization		8,263,000			11,211,000			2,493,000			2,501,000
Total expenses		22,862,000			28,639,000			7,005,000			8,891,000

OTHER
Gain on sales		-			1,047,000
Transaction costs		(3,735,000	)		-			—			(3,735,000	)
Impairment charges		(707,000	)		-			—			(197,000	)
Total other		(4,442,000	)		1,047,000			—			(3,932,000	)

OPERATING INCOME		3,160,000			5,959,000
OPERATING INCOME (LOSS)								1,918,000			(4,108,000	)

NON-OPERATING INCOME AND EXPENSES
Interest expense		(4,237,000	)		(4,706,000	)
Interest expense, net								(1,904,000	)		(2,707,000	)
Total non-operating income and expenses		(4,237,000	)		(4,706,000	)		(1,904,000	)		(2,707,000	)

NET (LOSS) INCOME		(1,077,000	)		1,253,000
NET INCOME (LOSS) FROM CONTINUING OPERATIONS								14,000			(6,815,000	)

Net loss (income) attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		-			(150,000	)
DISCONTINUED OPERATIONS
Income from discontinued operations								—			6,248,000
Impairment charges								—			(510,000	)
Total income from discontinued operations								—			5,738,000

NET INCOME (LOSS)								14,000			(1,077,000	)

Net loss attributable to noncontrolling interests:
Limited partners' interest in Operating Partnership		20,000			9,000			—			20,000
Total net loss (income) attributable to noncontrolling interests		20,000			(141,000	)
Total net loss attributable to noncontrolling interests								—			20,000

NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		(1,057,000	)		1,112,000
NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.								14,000			(1,057,000	)

Preferred stock dividends		(2,688,000	)		(2,688,000	)		(2,688,000	)		(2,688,000	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,745,000	)	$	(1,576,000	)	$	(2,674,000	)	$	(3,745,000	)

NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):	$	(0.28	)	$	(0.12	)
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):
Continuing operations							$	(0.19	)	$	(0.71	)
Discontinued operations								—			0.43
							$	(0.19	)	$	(0.28	)

Weighted average number of common shares - basic and diluted		13,285,000			13,144,000			13,718,000			13,285,000

See accompanying notes to condensed consolidated financial statements

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	Three months ended March 31,
	2022			2021			Three months ended March 31,
							2023		2022
Net (loss) income	$	(1,077,000	)	$	1,253,000

Net income (loss)							$	14,000	$	(1,077,000	)

Unrealized gain on change in fair value of cash flow hedges		8,338,000			4,197,000			—		8,338,000

Comprehensive income		7,261,000			5,450,000			14,000		7,261,000

Comprehensive (income) attributable to noncontrolling interests		(29,000	)		(167,000	)		—		(29,000	)

Comprehensive income attributable to Cedar Realty Trust, Inc.	$	7,232,000		$	5,283,000		$	14,000	$	7,232,000

See accompanying notes to condensed consolidated financial statements

CEDAR REALTY TRUST, INC.

~~Consolidated Statement of Equity~~CONDENSED CONSOLIDATED STATEMENT OF EQUITY

Three months ended March 31, 2023

(unaudited)


											Cumulative
									Additional		distributions
	Preferred stock				Common stock				paid-in		in excess of			Total
	Shares		Amount		Shares		Amount		capital		net income			Equity
Balance, December 31, 2022		6,450,000	$	159,541,000		13,718,000	$	823,000	$	868,323,000	$	(946,485,000	)	$	82,202,000
Net income		—		—		—		—		—		14,000			14,000
Preferred stock dividends		—		—		—		—		—		(2,688,000	)		(2,688,000	)
Balance, March 31, 2023		6,450,000	$	159,541,000		13,718,000	$	823,000	$	868,323,000	$	(949,159,000	)	$	79,528,000

See accompanying notes to condensed consolidated financial statements

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

Three months ended March 31, 2022

~~(unaudited)~~Continued

(unaudited)


	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) loss			Total			Shares		Amount		Shares			Amount			at cost			capital			net income			income			Total
Balance, December 31, 2021		6,450,000	$	159,541,000		13,658,000		$	820,000		$	(13,266,000	)	$	881,009,000		$	(582,464,000	)	$	(8,258,000	)	$	437,382,000			6,450,000	$	159,541,000		13,658,000		$	820,000		$	(13,266,000	)	$	881,009,000		$	(582,464,000	)	$	(8,258,000	)	$	437,382,000
Net (loss)		—		—		—			—			—			—			(1,057,000	)		—			(1,057,000	)		—		—		—			—			—			—			(1,057,000	)		—			(1,057,000	)
Unrealized gain on change in fair value of cash flow hedges		—		—		—			—			—			—			—			8,289,000			8,289,000			—		—		—			—			—			—			—			8,289,000			8,289,000
Share-based compensation, net		—		—		(21,000	)		(1,000	)		2,459,000			(2,498,000	)		—			—			(40,000	)		—		—		(21,000	)		(1,000	)		2,459,000			(2,498,000	)		—			—			(40,000	)
Common stock sales, net of issuance expenses		—		—		—			—			—			1,000			—			—			1,000			—		—		—			—			—			1,000			—			—			1,000
Preferred stock dividends		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)		—		—		—			—			—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—			—			—			—			(900,000	)		—			(900,000	)		—		—		—			—			—			—			(900,000	)		—			(900,000	)
Reallocation adjustment of limited partners' interest		—		—		—			—			—			(4,000	)		—			—			(4,000	)		—		—		—			—			—			(4,000	)		—			—			(4,000	)
Balance, March 31, 2022		6,450,000	$	159,541,000		13,637,000		$	819,000		$	(10,807,000	)	$	878,508,000		$	(587,109,000	)	$	31,000		$	440,983,000			6,450,000	$	159,541,000		13,637,000		$	819,000		$	(10,807,000	)	$	878,508,000		$	(587,109,000	)	$	31,000		$	440,983,000


	Noncontrolling Interests
	Minority		Limited
	interest in		partners'
	consolidated		interest in
	joint		Operating						Total
	ventures		Partnership			Total			Equity
Balance, December 31, 2021	$	—	$	2,586,000		$	2,586,000		$	439,968,000
Net (loss)		—		(20,000	)		(20,000	)		(1,077,000	)
Unrealized gain on change in fair value of cash flow hedges		—		49,000			49,000			8,338,000
Share-based compensation, net		—		—			—			(40,000	)
Common stock sales, net of issuance expenses		—		—			—			1,000
Preferred stock dividends		—		—			—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		(5,000	)		(5,000	)		(905,000	)
Reallocation adjustment of limited partners' interest		—		4,000			4,000			—
Balance, March 31, 2022	$	—	$	2,614,000		$	2,614,000		$	443,597,000

Noncontrolling Interests

Minority

Limited

interest in

partners'

consolidated

interest in

joint

Operating

Total

ventures

Partnership

Total

Equity

Balance, December 31, 2021

$
-

$
2,586,000

$
2,586,000

$
439,968,000

Net (loss)

—

(20,000
)

(20,000
)

(1,077,000
)
Unrealized gain on change in fair value of cash flow hedges

—

49,000

49,000

8,338,000

Share-based compensation, net

—

—

—

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

—

—

—

1,000

Preferred stock dividends

—

—

—

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

—

(5,000
)

(5,000
)

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

—

4,000

4,000

—

Balance, March 31, 2022

$
-

$
2,614,000

$
2,614,000

$
443,597,000

See accompanying notes to condensed consolidated financial statements

CEDAR REALTY TRUST, INC.

~~Consolidated Statement of Equity~~

~~Three months ended March 31, 2021~~

~~Continued~~

~~(unaudited~~)

Cedar Realty Trust, Inc. Shareholders

Cumulative

Accumulated

Treasury

Additional

distributions

other

Preferred stock

Common stock

stock,

paid-in

in excess of

comprehensive

Shares

Amount

Shares

Amount

at cost

capital

net income

income

Total

Balance, December 31, 2020

6,450,000

$
159,541,000

13,530,000

$
812,000

$
(15,133,000
)

$
879,790,000

$
(522,696,000
)

$
(18,816,000
)

$
483,498,000

Net income (loss)

—

—

—

—

—

—

1,112,000

—

1,112,000

Unrealized gain on change in fair value of cash flow hedges

—

—

—

—

—

—

—

4,171,000

4,171,000

Share-based compensation, net

—

—

99,000

6,000

1,172,000

(397,000
)

—

—

781,000

Common stock sales, net of issuance expenses

—

—

—

—

—

1,000

—

—

1,000

Preferred stock dividends

—

—

—

—

—

—

(2,688,000
)

—

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

—

—

—

—

—

—

(899,000
)

—

(899,000
)
Reallocation adjustment of limited partners' interest

—

—

—

—

—

19,000

—

—

19,000

Balance, March 31, 2021

6,450,000

$
159,541,000

13,629,000

$
818,000

$
(13,961,000
)

$
879,413,000

$
(525,171,000
)

$
(14,645,000
)

$
485,995,000

Noncontrolling Interests

Minority

Limited

interest in

partners'

consolidated

interest in

joint

Operating

Total

ventures

Partnership

Total

Equity

Balance, December 31, 2020

$
1,053,000

$
2,907,000

$
3,960,000

$
487,458,000

Net income (loss)

150,000

(9,000
)

141,000

1,253,000

Unrealized gain on change in fair value of cash flow hedges

—

26,000

26,000

4,197,000

Share-based compensation, net

—

—

—

781,000

Common stock sales, net of issuance expenses

—

—

—

1,000

Preferred stock dividends

—

—

—

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

—

(5,000
)

(5,000
)

(904,000
)
Reallocation adjustment of limited partners' interest

—

(19,000
)

(19,000
)

—

Balance, March 31, 2021

$
1,203,000

$
2,900,000

$
4,103,000

$
490,098,000

~~See accompanying notes to consolidated financial statements~~

~~CEDAR REALTY TRUST, INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three months ended March 31,						Three months ended March 31,
		2022			2021		2023			2022
OPERATING ACTIVITIES
Net (loss) income	$	(1,077,000	)	$	1,253,000
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Gain on sales		—			(1,047,000	)
Net income (loss)							$	14,000		$	(1,077,000	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Impairment charges		707,000			—			—			707,000
Straight-line rents and expenses, net		(73,000	)		(103,000	)		(191,000	)		(73,000	)
Provision for doubtful accounts		44,000			68,000			(164,000	)		44,000
Depreciation and amortization		8,263,000			11,211,000			2,493,000			8,263,000
Amortization of intangible lease liabilities, net		(269,000	)		(277,000	)		(22,000	)		(269,000	)
Expense relating to share-based compensation, net		542,000			880,000			—			542,000
Amortization of deferred financing costs		219,000			342,000			90,000			219,000
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Rents and other receivables		(1,169,000	)		(1,845,000	)
Rents and other receivables, net								670,000			(1,169,000	)
Prepaid expenses and other		(923,000	)		(2,234,000	)		(1,309,000	)		(923,000	)
Accounts payable and accrued liabilities		2,441,000			1,294,000			(74,000	)		2,441,000
Net cash provided by operating activities		8,705,000			9,542,000			1,507,000			8,705,000

INVESTING ACTIVITIES
Expenditures for real estate improvements		(9,613,000	)		(6,949,000	)		(475,000	)		(9,613,000	)
Net proceeds from sales of real estate		—			1,248,000
Contributions to unconsolidated joint venture		(155,000	)		—			—			(155,000	)
Net cash used in investing activities		(9,768,000	)		(5,701,000	)		(475,000	)		(9,768,000	)

FINANCING ACTIVITIES
Repayments under revolving credit facility		—			(2,000,000	)
Advances under revolving credit facility		4,000,000			6,000,000			—			4,000,000
Mortgage repayments		(284,000	)		(273,000	)		—			(284,000	)
Payments of debt financing costs		(6,000	)		(2,476,000	)		—			(6,000	)
Noncontrolling interests:
Distributions to limited partners		(5,000	)		(5,000	)		—			(5,000	)
Common stock sales less issuance expenses, net		—			1,000
Preferred stock dividends		(2,688,000	)		(2,688,000	)		(2,688,000	)		(2,688,000	)
Distributions to common shareholders		(900,000	)		(899,000	)		—			(900,000	)
Net cash provided by (used in) financing activities		117,000			(2,340,000	)
Net cash (used in) provided by financing activities								(2,688,000	)		117,000

Net (decrease) increase in cash, cash equivalents and restricted cash		(946,000	)		1,501,000
Net decrease in cash, cash equivalents and restricted cash								(1,656,000	)		(946,000	)
Cash, cash equivalents and restricted cash at beginning of period		3,269,000			1,637,000			13,463,000			3,269,000
Cash, cash equivalents and restricted cash at end of period	$	2,323,000		$	3,138,000		$	11,807,000		$	2,323,000

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	2,093,000		$	3,138,000		$	1,654,000		$	2,093,000
Restricted cash		230,000			—			10,153,000			230,000
Cash, cash equivalents and restricted cash	$	2,323,000		$	3,138,000		$	11,807,000		$	2,323,000

See accompanying notes to condensed consolidated financial statements

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, ~~2022~~2023

(unaudited)

Note 1. Business and Organization

Cedar Realty Trust, Inc. (the “Company”) is a real estate investment trust (“REIT”) that focuses ~~primarily~~ on ~~ownership, operation~~owning and ~~redevelopment of~~operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in ~~high-density urban markets from Washington, D.C. to Boston.~~the Northeast. At March 31, ~~2022,~~2023, the Company owned ~~and managed~~ a portfolio of 5019 operating ~~properties (excluding properties “held for sale”).~~properties.

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 March 31, ~~2022,~~2023, the Company owned a ~~99.4% general and limited partnership~~100.0% interest in, and was the sole general partner of, the Operating ~~Partnership. The limited partners’ interest in the Operating~~ Partnership ~~(0.6% at March 31, 2022)~~and is ~~represented by partnership units in the Operating Partnership (“OP Units”). The carrying amount~~a wholly-owned subsidiary 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 81,000 OP Units outstanding at March 31, 2022 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.WHLR (as defined herein).

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.

~~Transaction Agreements~~Asset Sale and Merger

On March 2, 2022, the Company ~~announced that following its previously announced review of strategic alternatives, it had~~ entered into definitive agreements for the sale of the Company and its assets in a series of related all-cash transactions. Specifically, ~~on March 2, 2022,~~ the Company and certain of its subsidiaries entered into an asset purchase and sale agreement (the “Asset Purchase Agreement”) with DRA Fund X-B LLC and KPR Centers LLC (together with their respective designees, the “Grocery-Anchored Purchasers”) ~~entered into an asset purchase and~~for the sale ~~agreement (the “Asset Purchase Agreement”), pursuant to which the Grocery-Anchored Purchasers will acquire~~of a portfolio of 33 grocery-anchored shopping centers ~~from the Company~~ for a cash ~~purchase price of $840.0 million~~ (the “Grocery-Anchored Portfolio Sale”). The Asset Purchase Agreement provides that to the extent specified redevelopment assets (Riverview Plaza, East River Park and Senator Square, which have been classified as “real estate held for sale” as of March 31, 2022) of the Company are not sold by the Company to third parties prior to the closing of the Grocery-Anchored Portfolio Sale, these assets will be acquired by the Grocery-Anchored Purchasers for an additional cash purchase price of up to $80.5 million. In addition, ~~on March 2, 2022,~~ the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Wheeler Real Estate Investment Trust, Inc. (“~~Wheeler”~~WHLR”) and certain of its affiliates pursuant to which, following closing of the Grocery-Anchored Portfolio Sale, ~~Wheeler will~~WHLR would acquire the balance of the Company’s shopping center assets by way of an all-cash merger transaction that values the remaining portfolio at $291.3 million. Following completion of the transactions contemplated by the Merger Agreement, the Company will survive as a wholly-owned subsidiary of Wheeler. The Company’s currently outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock will remain outstanding as shares of preferred stock in the surviving company following the transactions and are expected to remain listed on the New York Stock Exchange.(the “Merger”).

The transactions contemplated by the Asset Purchase Agreement and the Merger Agreement are collectively referred to as the “Transactions”. The Transactions were unanimously approved by the Company’s former Board of Directors ~~(the “Board”)~~ and are estimated to generate total net proceeds, after all transaction expenses, of more than $29.00 per share in cash, which will be distributed to shareholders upon completion. The Transactions are expected to close by the end of the second quarter of 2022, subject to satisfaction of customary closing conditions, including approvalwere approved by the Company’s common stockholders at a special meeting of stockholders ~~to be~~ held on May 27, 2022.

On July 7, 2022, the Company and certain of its subsidiaries completed the Grocery-Anchored Portfolio Sale and the East River Park and Senator Square redevelopment asset sales for total gross proceeds of approximately $879 million, including the assumed debt. There were no material relationships among the Company, the Grocery-Anchored Purchasers, or any of their respective affiliates. On August 22, 2022, the Company completed the Merger. Each outstanding share of common stock of the Company and outstanding common unit of the Operating Partnership held by persons other than the Company immediately prior to the Merger were canceled and converted into the right to receive a cash payment of $9.48 per share or unit. As a result of the Merger, WHLR acquired all of the outstanding shares of the Company's common stock, which ceased to be publicly traded on the New York Stock Exchange (“NYSE”). The Company's outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE. In addition, prior to consummation of the Merger, the Company's Board of Directors declared a special dividend on shares of the Company's outstanding common stock and OP Units of $19.52 per share, payable to holders of record of the Company's common stock and OP Units at the close of business on August 19, 2022.

In connection with the Transactions, the Company incurred transaction costs included in the accompanying condensed consolidated statement of operations.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation/Basis of Preparation

The accompanying unaudited condensed 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

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~

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

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(unaudited)

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 condensed 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, ~~2021.~~2022.

The unaudited condensed 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.~~participated. The Company consolidates all variable interest entities for which it is the primary beneficiary. Certain prior year amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to current year presentation.

Supplemental Condensed Consolidated Statements of Cash Flows Information


	Three months ended March 31,
	2023		2022
Supplemental disclosure of cash activities:
Cash paid for interest	$	1,704,000	$	4,660,000
Supplemental disclosure of non-cash activities:
Capitalization of interest and financing costs		—		715,000
Buildings and improvements included in accounts payable and accrued liabilities		187,000		2,692,000

Three months ended March 31,

2022

2021

Supplemental disclosure of cash activities:

Cash paid for interest

$
4,660,000

$
5,271,000

Supplemental disclosure of non-cash activities:

Capitalization of interest and financing costs

715,000

799,000

Buildings and improvements included in accounts payable and accrued liabilities

2,692,000

644,000

Recently Issued and Adopted Accounting Pronouncements

~~In April 2020,~~Accounting standards that have been recently issued or proposed by the ~~FASB issued~~Financial Accounting Standards Board or other standard-setting bodies are not currently applicable to the Company or are not expected to have a ~~question-and-answer document (the “Lease Modification Q&A”) focused~~significant impact on the ~~application~~Company’s financial position, results of ~~lease accounting guidance~~operations and cash flows.

Note 3. Real Estate

A significant portion of the Company's land, buildings and improvements serve as collateral for its term loans. Accordingly, restrictions exist as to ~~lease concessions provided as a result of a novel strain of coronavirus (“COVID-19”). Under existing lease guidance,~~the encumbered property's transferability, use and other common rights typically associated with property ownership.

Discontinued Operations

On July 7, 2022, the Company ~~would have~~and certain of its subsidiaries completed the Grocery-Anchored Portfolio Sale and the East River Park and Senator Square redevelopment asset sales for total gross proceeds of approximately $879 million, including the assumed debt. The Grocery-Anchored Portfolio Sale represented a strategic shift and had a material effect on the Company’s operations and financial results, and, therefore, the Company determined that it was deemed a discontinued operation. Accordingly, the portfolio of 33

Cedar Realty Trust, Inc.

Notes to ~~determine, on a lease by lease basis, if a lease concession was~~Condensed Consolidated Financial Statements

March 31, 2023

(unaudited)

grocery-anchored shopping centers were classified as held for sale and the ~~result~~results 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). their operations were classified as discontinued operations in 2022. 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~~following 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 reliefsummary of income from discontinued operations:


	Three months ended March 31,
	2023		2022
REVENUES
Rental revenues	$	—	$	21,648,000
Other revenues		—		56,000
Total revenues		—		21,704,000
EXPENSES
Operating, maintenance and management		—		4,850,000
Real estate and other property-related taxes		—		3,255,000
General and administrative		—		60,000
Depreciation and amortization		—		5,762,000
Total expenses		—		13,927,000


OPERATING INCOME		—		7,777,000

NON-OPERATING INCOME AND EXPENSES
Interest expense, net		—		(1,529,000	)
Total non-operating income and expenses		—		(1,529,000	)

INCOME FROM DISCONTINUED OPERATIONS		—		6,248,000

Impairment charges		—		(510,000	)

TOTAL INCOME FROM DISCONTINUED OPERATIONS	$	—	$	5,738,000

Net cash provided by operations from discontinued operations was ~~always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees~~$0.0 million 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.

~~During~~$11.5 million for the three months ended March 31, 2023 and 2022, respectively. Net cash used in investing activities from discontinued operations was $0.0 million and $(7.9) million for the Company 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 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 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 increases its receivables as tenant payments accrue and continues to recognize rental income. Throughthree months ended March 31, 2023 and 2022, the Company has entered into lease modifications that deferred approximately $3.5 million, of which $2.4 million relates to deferrals that the Company continued to recognize rental income. In addition, through March 31, 2022, the Company has entered into agreements that waived approximately $2.4 million of rent. respectively.

~~Note 3. Real Estate~~

~~Investment in Unconsolidated Joint Venture~~

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~

On May 5, 2021, the Company formed a joint venture with Goldman Sachs Urban Investment Group and Asland Capital Partners (the “Joint Venture”) for the construction of an approximately 258,000 square foot six-story commercial building in Washington, D.C. consisting of approximately 240,000 square feet of office space which is 100% leased to the Washington, D.C., Department of General Services (“DGS”) for its headquarters and approximately 18,000 square feet of street-level retail. The term of the lease with DGS is for 20 years and 10 months, to commence upon substantial completion and delivery to the DGS. This building is planned as the first phase of Northeast Heights, a redevelopment of 2 existing shopping centers, East River Park and Senator Square, into a mixed-use residential, office and retail property. Further, the Joint Venture has secured construction financing from JP Morgan not to exceed $105 million. The construction loan initially bears interest at LIBOR plus 200 basis points and has an initial term of three years with two, one-year extension options subject to customary conditions. The Company has a 10% interest in the joint venture and is a co-general partner along with Asland Capital Partners. The Company has contributed approximately $4.8 million of capital to the Joint Venture as of March 31, 2022. The Company sold approximately $8.0 million of development costs to the Joint Venture as part of its formation on May 5, 2021.

The Joint Venture currently estimates that the space will be delivered during the end of the fourth quarter 2022. Upon completion of the building, DGS 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 DGS with a tenant credit of approximately $6.8 million to be applied, at DGS’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 Joint Venture 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 Joint Venture will contribute $9.38 per rentable square foot in additional tenant improvement allowance between the 10th and 12th lease years, upon DGS’s timely election. The obligations of DGS under the Lease are subject to annual budget appropriation.

~~Real Estate Held for Sale~~

As of March 31, 2022, Carll’s Corner, located in Bridgeton, New Jersey, Riverview Plaza, located in Philadelphia, Pennsylvania, and East River Park and Senator Square, both located in Washington, D.C., have been classified as “real estate held for sale” on the accompanying consolidated balance sheet.

Note 4. Fair Value Measurements

The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, certain other assets, and 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 deferred 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~~secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturities. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the fair value of the Company’s fixed rate mortgage loan payable, which was determined to be Level 3 within the valuation hierarchy, was $156.5 million and $159.0 million, respectively; the carrying value of such loan was $156.6 million and $156.8 million, respectively. As of March 31, 2022 and December 31, 2021, respectively, the aggregate fair values of the Company’s unsecured revolving credit facility andsecured term loans, ~~approximated the carrying values. In addition, the fair values of the Company’s mortgage note receivable and finance lease obligation,~~ which were determined to be Level 3 within the valuation hierarchy, ~~approximated their~~was $132.0 million and $131.8 million, respectively, and the carrying ~~values as of March 31, 2022 and December 31, 2021, respectively.~~

The valuations of the liabilities for the Company’s interest rate swaps, which are measured on a recurring basis, were determined to be Level 2 within the valuation hierarchy, and were based on independent values provided by financial institutions. Such valuations were determined using widely accepted valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. The analyses reflect the contractual terms of the swaps, including the period to maturity, and user-observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded that, as of March 31, 2022, 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

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~

~~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”.~~such loans, was $131.6 million and $131.5 million, respectively.

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

Cedar Realty Trust, Inc.

~~The following tables show the hierarchy for those assets measured at fair value on a recurring basis as of~~ Notes to Condensed Consolidated Financial Statements

March 31, ~~2022 and December 31, 2021, respectively:~~2023

(unaudited)

March 31, 2022

Description

Level 1

Level 2

Level 3

Total

Investments related to deferred

compensation liabilities (a)

$
838,000

$
—

$
—

$
838,000

Interest rate swaps assets (a)

$
—

$
1,161,000

$
—

$
1,161,000

Deferred compensation liabilities (b)

$
861,000

$
—

$
—

$
861,000

Interest rate swaps liability (b)

$
—

$
1,128,000

$
—

$
1,128,000

December 31, 2021

Description

Level 1

Level 2

Level 3

Total

Investments related to deferred

compensation liabilities (a)

$
955,000

$
—

$
—

$
955,000

Deferred compensation liabilities (b)

$
982,000

$
—

$
—

$
982,000

Interest rate swaps liability (b)

$
—

$
8,232,000

$
—

$
8,232,000

(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.

As of March 31, 2022, real estate held for sale on the consolidated balance sheet consisted of 4 retail properties, totaling $73.7 million, which were determined to be Level 2 assets under the hierarchy, for which the carrying value was below its fair value.

Note 5. ~~Mortgage~~ Loans Payable ~~and Unsecured Credit Facility~~

Debt ~~and finance lease~~ obligations are composed of the following at March 31, ~~2022:~~

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~

March 31, 2022

Contractual

Maturity

Balance

interest rates

Description

dates

outstanding

weighted-average

Fixed-rate mortgage

Franklin Village

Jun 2026

$
44,296,000

3.9%

Shops at Suffolk Downs (a)

Jun 2031

15,600,000

3.5%

Trexlertown Plaza (a)

Jun 2031

36,100,000

3.5%

The Point (a)

Jun 2031

29,700,000

3.5%

Christina Crossing (a)

Jun 2031

17,000,000

3.5%

Lawndale Plaza (a)

Jun 2031

15,600,000

3.5%

Senator Square finance lease obligation

Sep 2050

5,587,000

5.3%

163,883,000

3.6%

Unsecured credit facilities:

Variable-rate:

Revolving credit facility (b)

Aug 2024

70,000,000

2.0%

Fixed-rate (c):

Term loan

Apr 2023

100,000,000

3.3%

Term loan

Sep 2024

75,000,000

3.8%

Term loan

Jul 2025

75,000,000

4.7%

Term loan

Aug 2026

50,000,000

3.3%

533,883,000

3.5%

Unamortized issuance costs

(2,979,000
)

$
530,904,000

~~(a)~~

~~The mortgages for these properties are cross-collateralized.~~

~~(b)~~

~~The revolving credit facility is subject to 2~~ ~~one-year~~ ~~extensions at the Company’s option.~~

~~(c)~~

The interest rates on these term loans consist of the London Interbank Offered Rate (“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.

~~Unsecured Revolving Credit Facility~~2023 and ~~Term Loans~~collateralized by 12 properties:

On August 30, 2021, the Company amended its existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the new unsecured revolving credit facility is $185 million with an expiration in ~~August 2024. The new unsecured revolving credit facility may be extended, at the Company’s option for 2 additional~~ ~~one-year~~ periods, subject to customary conditions. Interest on the borrowings under the new unsecured revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (150 bps at March 31, 2022), based on the Company’s leverage ratio. The Company extended its $50 million term loan four years with an expiration in ~~August 2026~~.

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 facility contains restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. 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 March 31, 2022, the Company had $70.0 million outstanding and $110.1 million available for additional borrowings under its revolving credit facility, and was in compliance with all financial covenants.

~~Mortgage Loans Payable~~

On May 5, 2021, the Company closed a non-recourse mortgage for $114.0 million. The mortgage matures June 1, 2031, bears interest at a fixed-rate of 3.49% and requires payment of interest only for the first five years followed by payments of principal and interest based on thirty-year amortization for the remainder of the term. The loan is secured by five shopping centers consisting of Lawndale Plaza, The Shops at Suffolk Downs, Christina Crossing, Trexlertown Plaza, and The Point. These properties had no pre-

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~


		March 31, 2023
					Contractual
	Maturity	Balance			interest rates
Description	dates	outstanding			weighted-average
Fixed-rate:
Term loan	Nov 2032	$	110,000,000		5.3%
Term loan	Jan 2033		25,000,000		6.4%
			135,000,000		5.5%
Unamortized issuance costs			(3,448,000	)
		$	131,552,000

~~existing debt and the proceeds from this new loan were used to reduce amounts outstanding under the Company’s revolving credit facility.~~

In the absence of waivers or consents from holders of the Company’s indebtedness, the consummation of the Transactions described in Note 1 will result in a “change of control” under the terms of such indebtedness and would be expected to result in a default or similar event under substantially all of the Company’s outstanding indebtedness, permitting the holders of such indebtedness to accelerate such indebtedness and demand immediate repayment at par, together with the applicable “make-whole” premium, if any.

Derivative Financial Instruments

The ~~fair values of the~~ interest rate swaps ~~applicable to~~were terminated as part of the ~~unsecured term loans discussed above are included in accounts payable and accrued liabilities on the consolidated balance sheet at March 31, 2022.~~Grocery-Anchored Portfolio Sale. Charges and/or credits relating to the changes in the fair value of the interest rate swaps ~~are~~were made to accumulated other comprehensive ~~income (loss),~~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~~were reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments ~~affect~~affected earnings. ~~The Company estimates that approximately $1.7 million of accumulated other comprehensive loss will be reclassified as a charge to earnings within the next twelve months.~~

~~The following is a summary of the derivative financial instruments held by the Company at March 31, 2022 and December 31, 2021:~~

March 31, 2022
Designation/

Fair

Maturity

Balance sheet
Cash flow

Derivative

Count

value

dates

location
Qualifying

Interest rate swaps

2

$
1,161,000

2023-2025

Other assets and deferred charges, net
Qualifying

Interest rate swaps

3

$
1,128,000

2023-2025

Accounts payable and accrued liabilities

December 31, 2021
Designation/

Fair

Maturity

Balance sheet
Cash flow

Derivative

Count

value

dates

location
Qualifying

Interest rate swaps

5

$
8,232,000

2023-2025

Accounts payable and accrued liabilities

~~The notional values of the interest rate swaps held by the Company at March 31, 2022 and December 31, 2021 were $300.0 million in each period.~~

The following presents the effect of the Company’s ~~derivative financial instruments~~qualifying interest rate swaps on the condensed consolidated statements of operations ~~and the consolidated statements of equity~~ for the three months ended March 31, ~~2022~~2023 and ~~2021, respectively:~~2022:


	(Loss) recognized in other
	comprehensive income
	reclassified into earnings (effective portion)
	Three months ended March 31,
Classification	2023		2022
Continuing Operations	$	—	$	(1,362,000	)

Gain recognized in other

comprehensive (loss) income

(effective portion)

Designation/

Three months ended March 31,

Cash flow

Derivative

2022

2021

Qualifying

Interest rate swaps

$
6,976,000

$
2,394,000

(Loss) recognized in other

comprehensive (loss) income

reclassified into earnings (effective portion)

Three months ended March 31,

Classification

2022

2021

Continuing Operations

$
(1,362,000
)

$
(1,803,000
)

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~

~~As of March 31, 2022 the Company believes it has no significant risk associated with non-performance of the financial institutions which are the counterparties to its derivative contracts.~~

Note 6. Commitments and Contingencies

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.Lease Commitments

The Company is the lessee under ~~several~~ ground lease ~~and its~~agreements. The executive office lease ~~agreement.~~agreement was terminated in 2022. As of March ~~31. 2022,~~31, 2023, the Company’s weighted average remaining lease term is approximately ~~30.0~~49.0 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately ~~4.8%~~8.6%. Rent expense under the Company’s ground lease and executive office lease agreements was approximately ~~$0.3~~$0.1 million and ~~$0.4~~$0.0 million for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Litigation

~~As a result of COVID-19, the~~The Company ~~has received numerous rent relief requests, most often~~is involved in various legal proceedings in the ~~form~~ordinary course of ~~rent deferrals.~~its business, including, but not limited to commercial disputes. The Company ~~has evaluated,~~believes that such litigation, claims and ~~continues to evaluate, each tenant rent relief request~~administrative proceedings will not have a material adverse impact on ~~an individual basis, considering~~its financial position or its results of operations. The Company records a ~~number of factors. During~~liability when it considers the ~~quarters ended March 31, 2022 and December 31, 2021, the Company collected 97% of~~ ~~contractual base rents and monthly tenant reimbursements~~ in each period. Through March 31, 2022, the Company deferred approximately $3.5 million and waived approximately $2.4 million of rental income, respectively. To date, the weighted average payback period for the remaining deferred rent receivable is approximately 10 months, beginning at various times from July 2020 through June 2021.

As described in Note 1, on March 2, 2022, the Company entered into definitive agreements for the Transactions, which contemplate sale of the Company and all of its assets in a series of related all-cash transactions. On April 5, 2022, a purported stockholder of the Company filed a complaint against the Companyloss probable and the ~~Board~~amount can be reasonably estimated. In addition, the below legal proceedings are in ~~the United States District Court for the Eastern District of New York, entitled~~ ~~Stein v. Cedar Realty Trust, Inc. et. al.~~process:, Civil Action No. 22-cv-1944. On April 6, 2022, another purported stockholder of the Company filed a complaint against the Company and the Board in the United States District Court for the Eastern District of New York, entitled ~~Wang v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-1975. On April 18, 2022, another purported stockholder of the Company filed a complaint against the Company and the Board in the United States District Court for the Eastern District of New York, entitled ~~Whitfield v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-02204. Also on April 18, 2022, a purported stockholder filed a complaint against the Company and the Board in the United States District Court for the Eastern District of Pennsylvania, entitled ~~Waterman v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-01489. On April 22, 2022, a purported stockholder filed a complaint against the Company and the Board in the United States District Court for the Eastern District of Pennsylvania, entitled ~~Thornburgh v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-02304. In each action, the complaint alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in connection with the proposed Transactions. The complaints generally allege that the preliminary proxy statement on Schedule 14A filed by the Company with the SEC on April 5, 2022 omits material information regarding financial projections, the financial analysis conducted by JLL Securities in connection with its fairness opinion, conflicts of interest on behalf of JLL Securities and BofA Securities, and the terms of BofA Securities’ engagement. The complaints seek, among other things, an injunction preventing the consummation of the Transactions, or, in the event the Transactions are consummated, to recover damages resulting from defendants’ alleged violations of the Exchange Act.

On April 8, 2022, several purported holders of the Company’s outstanding preferred stock filed a putative class action complaint against the Company, the Board of Directors prior to the Merger, and ~~Wheeler~~WHLR in Montgomery County Circuit Court, Maryland entitled Sydney, et al. v. Cedar Realty Trust, Inc., et al., (Case No. ~~C-15-CV-22-00152)~~C-15-CV-22-001527). The original complaint ~~alleges~~alleged on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock, breach of

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(unaudited)

fiduciary duty, and tortious interference and aiding and abetting breach of fiduciary duty against ~~Wheeler.~~WHLR. The original complaint ~~seeks,~~sought, among other things, a declaration that holders of the Company’s preferred stock are entitled to a liquidation preference as set forth in the articles supplementary governing the terms of the Company’s preferred stock, compensatory damages, and an injunction enjoining the merger with ~~Wheeler,~~WHLR, and an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of any of the Transactions pending a determination of the merits of ~~plaintiffs’~~Plaintiffs’ claims.

On May 6, 2022, Plaintiffs in the Sydney action filed an amended complaint. The ~~Company believes that~~amended complaint alleged on behalf of a putative class of holders of the ~~respective allegations asserted~~Company’s preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock and breach of fiduciary duty, and, against WHLR, tortious interference and aiding and abetting breach of fiduciary duty. The Sydney amended complaint sought, among other ~~defendants in the lawsuits described above are without merit. Similar lawsuits may be filed in the future in connection with the proposed Transactions.~~

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~

~~In addition, as described in Note 5, the absence of waivers or consents from~~things, (i) a declaration that holders of the Company’s ~~indebtedness,~~preferred stock are entitled to exercise either their liquidation rights or conversion rights as set forth in the ~~consummation~~articles supplementary, (ii) compensatory damages, (iii) an injunction enjoining the distribution to the Company’s common shareholders of the ~~Transactions will result~~proceeds of the Grocery-Anchored Portfolio Sale, and (iv) an injunction enjoining the merger with WHLR. On May 6, 2022, the Plaintiffs in Sydney filed a ~~“change~~motion for a preliminary injunction to temporarily enjoin, until the final resolution of ~~control” under~~ the ~~terms~~litigation (i) the distribution of ~~such indebtedness~~the gross proceeds from the Grocery-Anchored Portfolio Sale to the common stockholders, (ii) the closing of the merger with WHLR, and ~~would be expected to result in~~(iii) the imposition of a ~~default or similar event under substantially all~~constructive trust over the gross proceeds from both the Grocery Anchored Portfolio Sale and the merger with WHLR. Also on May, 6, 2022, a purported holder of the Company’s outstanding ~~indebtedness, permitting~~preferred stock filed a putative class action complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the District of Maryland, entitled Kim v. Cedar Realty Trust, Inc., et al., Civil Action No. 22-cv-01103. The original complaint alleged on behalf of a putative class of holders of ~~such indebtedness~~the Company’s preferred stock, among other things, claims for declaratory and injunctive relief with respect to ~~accelerate such indebtedness~~the articles supplementary governing the terms of the Company’s preferred stock and ~~demand immediate repayment at par, together~~breach of fiduciary duty. On May 11, 2022, the Company, the former Board of Directors of the Company and WHLR removed the Sydney action to the United States District Court for the District of Maryland, Case No. 8:22-cv-01142-GLR. On May 16, 2022, the court ordered that a hearing on the Sydney Plaintiffs’ motion for preliminary injunction will be held on June 22, 2022. On June 2, 2022, the Plaintiffs in Kim filed a motion for a preliminary injunction (i) to require that the Company provide preferred shareholders with a vote to approve the Grocery-Anchored Portfolio Sale and the Merger, and (ii) requiring Cedar disclose to preferred shareholders that the Grocery-Anchored Portfolio Sale and Merger entitled the preferred stockholders to exercise their change of control conversion right. The court agreed to consolidate the Kim Plaintiffs’ motion for preliminary injunction with the ~~applicable “make-whole” premium,~~Sydney Plaintiffs’ motion for preliminary injunction, and to hear arguments on both motions at the hearing on June 22, 2022.

On June 23, 2022, following a hearing on both the Sydney and Kim motions for preliminary injunction, the court issued an order denying both motions for preliminary injunction, holding that the Plaintiffs in both cases were unlikely to succeed on the merits of any of their contractual or fiduciary duty claims, and that Plaintiffs had not established that they would suffer irreparable harm if ~~any.~~the injunction was denied. By order dated July 11, 2022, the Court consolidated the Sydney and Kim cases and set an August 24, 2022 deadline for the Plaintiffs in both cases to file a consolidated amended complaint. Plaintiffs filed their amended complaint on August 24, 2022, and, on October 7, 2022, Defendants moved to dismiss the amended complaint. Plaintiffs filed their opposition to the motion to dismiss on November 21, 2022 and Defendants filed a reply brief in support of their motions to dismiss on December 21, 2022. On February 2, 2023, Plaintiffs filed a motion to certify a question of law to the Maryland Supreme Court, and Defendants’ opposition to Plaintiffs’ motion was filed on February 24, 2023. Plaintiffs filed a reply brief in support of their motion on March 13, 2023. At this juncture, the outcome of the litigation is uncertain.

On July 11, 2022, a purported holder of the Company's outstanding preferred stock filed a complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the Eastern District of New York, entitled High Income Securities Fund v. Cedar Realty Trust, Inc., et al., No. 2:22-cv-4031. The complaint alleged that the Defendants violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions, and that the former Board of Directors are control persons under Section 20(a) of the Exchange Act. On August 12, 2022, Defendants requested permission to file a motion to dismiss, and Plaintiff responded to Defendants’ request on September 7, 2022. The court granted Defendants’ request to file a motion to dismiss on October 25, 2022. Defendants served their motion to dismiss on December 23, 2022, which Plaintiff opposed on January 27, 2023. Defendants filed a reply brief on the motion to dismiss on February 17, 2023. At this juncture, the outcome of the litigation is uncertain.

On October 14, 2022, a purported holder of the Company's outstanding preferred stock filed a putative class action against the Company, the Board of Directors prior to the Merger, and WHLR in Nassau County Supreme Court, New York entitled Krasner v. Cedar Realty Trust, Inc., et al., (Case No. 613985/2022). The complaint alleges on behalf of a putative class of holders of the Company's preferred stock, among other things, against the Company and the former Board of Directors, claims for breach of contract with respect

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(unaudited)

to the articles supplementary governing the terms of the Company's preferred stock, breach of fiduciary duty, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. The complaint seeks, among other things, an award of monetary damages, attorneys' fees, and expert fees. Defendants removed the case to a federal court on November 14, 2022. On December 14, 2022, Plaintiff moved to remand the case, Defendants opposed Plaintiff’s remand motion on December 28, 2022, and Plaintiff filed a reply brief in support of his remand motion on January 4, 2023. On April 24, 2023, the Court granted Plaintiff’s remand motion and remanded the case to the Nassau County Supreme Court. On May 4, 2023, Defendants filed a petition with the federal appellate court for the Second Circuit for permission to appeal the remand order. At this juncture, the outcome of the litigation is uncertain.

Note 7. Shareholders’ Equity

Preferred Stock

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:


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

	March 31, 2023				December 31, 2022
	Series B		Series C		Series B		Series C
	Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock
Shares authorized		6,050,000		6,450,000		6,050,000		6,450,000
Shares issued and outstanding		1,450,000		5,000,000		1,450,000		5,000,000
Balance	$	34,767,000	$	124,774,000	$	34,767,000	$	124,774,000

Dividends

Series B

Series C

Preferred Stock

Preferred Stock

Par value

$
0.01

$
0.01

Liquidation value

$
25.00

$
25.00

March 31, 2022

December 31, 2021

Series B

Series C

Series B

Series C

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Shares authorized

1,450,000

6,450,000

1,450,000

6,450,000

Shares issued and outstanding

1,450,000

5,000,000

1,450,000

5,000,000

Balance

$
34,767,000

$
124,774,000

$
34,767,000

$
124,774,000

~~Dividends~~

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


	Three months ended March 31,				Three months ended March 31,
	2022		2021		2023		2022
Common stock	$	0.066	$	0.066	$	—	$	0.066
7.25% Series B Preferred Stock	$	0.453	$	0.453
6.50% Series C Preferred Stock	$	0.406	$	0.406
7.25% Series B Preferred Stock					$	0.453	$	0.453
6.50% Series C Preferred Stock					$	0.406	$	0.406

On April ~~19, 2022,~~20, 2023, the Company’s Board of Directors declared dividends of ~~$0.453125~~$0.453125 and ~~$0.406250~~$0.406250 per share with respect to the Company’s Series B Preferred Stock and Series C Preferred Stock, respectively. The distributions are payable on May ~~20, 2022~~22, 2023 to shareholders of record of the Series B Preferred Stock and Series C Preferred Stock, as applicable, on May 10, ~~2022.~~2023.

Note 8. Revenues

Rental revenues for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively, ~~comprise~~are comprised of the following:


	Three months ended March 31,				Three months ended March 31,
	2022		2021		2023		2022
Base rents	$	22,116,000	$	24,015,000	$	5,835,000	$	6,286,000
Expense recoveries		7,546,000		8,348,000
Percentage rent		175,000		565,000
Expense recoveries - variable lease revenue						2,261,000		1,997,000
Percentage rent - variable lease revenue						168,000		123,000
Straight-line rents		101,000		131,000		191,000		(11,000	)
Amortization of intangible lease liabilities, net		269,000		277,000		22,000		160,000
Total rents	$	30,207,000	$	33,336,000
						8,477,000		8,555,000
Credit adjustments on operating lease receivables						164,000		(41,000	)
Total rental revenues					$	8,641,000	$	8,514,000

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(unaudited)

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

~~Cedar Realty Trust, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2022~~

~~(unaudited)~~

which the tenant operates and economic conditions in the area where the property is located. ~~During 2022 and 2021, the Company’s assessment has specifically included the impact of the COVID-19 pandemic, which represents a material risk to 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. 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 $~~0.1~~ ~~million for the three months ended March 31, 2022. In addition, during the three months ended March 31, 2022,~~ $~~0.4~~ 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, these amounts were not recorded as revenue for the three months ended March 31, 2022.

Note 9. Share-Based Compensation

The following tables set forth certain share-based compensation information for the three months ended March 31, 2023 and 2022, respectively:


	Three months ended March 31,
	2023		2022
Expense relating to share/unit grants	$	—	$	584,000
Amounts capitalized		—		(42,000	)
Total charged to operations	$	—	$	542,000

On August 22, 2022, due to a change in control of the Company in connection with the Transactions, all share-based compensation outstanding at that time fully vested, including the Company’s then-President and ~~2021, respectively:~~

Three months ended March 31,

2022

2021

Expense relating to share/unit grants

$
584,000

$
929,000

Amounts capitalized

(42,000
)

(49,000
)
Total charged to operations

$
542,000

$
880,000

Weighted average

Shares

grant date value

Unvested shares/units, December 31, 2021

492,000

$
23.47

Restricted share grants

4,000

25.11

Vested during period

(33,000
)

24.34

Unvested shares/units, March 31, 2022

463,000

$
23.42

~~During the three months ended~~CEO's restricted stock units. At March 31, ~~2022~~2023, there were ~~4,000 restricted~~no shares ~~issued,~~available for grants pursuant to the 2017 Plan since this plan was terminated in connection with ~~a weighted average grant date fair value of $25.11 per share.~~the Merger.

~~President and CEO Employment Contract~~

On June 15, 2018, the Company’s President and CEO was granted a market performance-based equity award of 227,272 restricted stock units (“RSUs”) and 227,272 dividend equivalent rights (“DERs”) of the Company. Each RSU represents a contingent right to receive one common share if certain market performance criteria are achieved. Each DER accrues and will be deemed to be reinvested into the Company’s common stock for which payment will only be made for the portion of the market performance-based equity award that are earned and vest. During the three years ending June 15, 2021 (the “Interim Performance Period”), a maximum of 113,636 shares were earned. Any portion of the market performance-based equity award that was not earned as of the end of the Interim Performance Period will be carried forward for calculation for the five years ending June 15, 2023 (the “Full Performance Period”). The percentage of the market performance-based equity award to be earned will be determined based on the Company’s annual return on an investment in the Company’s common stock (“TSR”) over the Interim Performance Period and/or over the Full Performance Period as follows: if average annual TSR (1) is below 4%, the percentage of grant earned would be 0%, (2) equals 4%, the percentage of grant earned would be 33.3%, (3) equals 6.5%, the percentage of grant earned would be 66.7%, and (4) equals 10% or above, the percentage of grant earned would be 100%. Linear interpolation shall be applied to determine the percentage of the market performance-based equity award that is earned where the average annual TSR over the performance period falls between the percentages set forth above. Based on market performance for the Interim Performance Period, it was determined the Company’s President and CEO earned 113,636 shares. Accordingly, on July 20, 2021, the Company issued 113,636 common shares to the CEO and paid him $0.3 million for the related DERs.16

The DERs will accrue and will be deemed to be reinvested into the Company’s common stock and payment with respect to the dividend equivalent rights will be deferred until the end of the Interim Performance Period, or the Full Performance Period, as the case

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, ~~2022~~

~~(unaudited)~~

2023

may be, to coincide with the vesting, if any, of the market performance-based equity award. Payment will only be made for the portion of the market performance-based equity award that is earned and vests.(unaudited)

Note 10. Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities (restricted shares that have non-forfeitable rights to receive dividends issued pursuant to the Company’s share-based compensation program are considered participating securities). Unvested restricted shares that are participating securities are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common shareholders. For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company had ~~0.4~~0.0 million and ~~0.5~~0.4 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 months ended March 31, ~~2022~~2023 and ~~2021:~~

2022:

Three months ended March 31,

2022

2021

Numerator

Net (loss) income

$
(1,077,000
)

$
1,253,000

Preferred stock dividends

(2,688,000
)

(2,688,000
)
Net loss (income) attributable to noncontrolling interests

20,000

(141,000
)
Net earnings allocated to unvested shares

(23,000
)

(33,000
)
Net (loss) attributable to vested common shares

$
(3,768,000
)

$
(1,609,000
)
Denominator

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

13,285,000

13,144,000

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

$
(0.28
)

$
(0.12
)


	Three months ended March 31,
	2023			2022
Numerator
Net income (loss) from continuing operations	$	14,000		$	(6,815,000	)
Preferred stock dividends		(2,688,000	)		(2,688,000	)
Net loss attributable to noncontrolling interests		—			42,000
Net loss allocated to unvested shares		—			(23,000	)
Loss from continuing operations, net of noncontrolling interest, attributable to vested common shares		(2,674,000	)		(9,484,000	)
Income from discontinued operations, net of noncontrolling interests, attributable to vested common shares		—			5,716,000
Net loss attributable to vested common shares	$	(2,674,000	)	$	(3,768,000	)
Denominator
Weighted average number of vested common shares outstanding, basic and diluted		13,718,000			13,285,000
Net (loss) income per common share attributable to common shareholders (basic and diluted):
Continuing operations	$	(0.19	)	$	(0.71	)
Discontinued operations		—			0.43
	$	(0.19	)	$	(0.28	)

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 months ended March 31, 2022, ~~and 2021, 0~~no restricted stock units ~~(“RSU’s”)~~ would have been issuable under the Company’s ~~President~~then-President and CEO market performance-based equity award had the measurement period ended on March 31, 2022, and ~~2021, respectively, and~~ therefore this market performance-based equity award had no impact in ~~calculation~~calculating diluted ~~EPS.~~EPS for this period. For the three months ended March 31, 2023, there were no market performance-based equity awards issued or outstanding. Net loss ~~(income)~~ 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~~ was 0 and 81,000 for the three months ended March 31, 2023 and 2022, ~~and 2021.~~respectively.

Note 11. ~~Subsequent Events~~Related Party Transactions

~~In determining subsequent events,~~With the completion of the Company's merger with WHLR, the Company became a wholly-owned subsidiary of WHLR. WHLR performs property management ~~reviewed all activity from April 1,~~and leasing services for the Company. During the three months ended March 31, 2023, the Company paid WHLR $0.4 million for these services. The related party amounts due to WHLR as of March 31, 2023 were $8.0 million, which consists primarily of costs paid on the Company's behalf relating to 2022 ~~through~~financings, real estate taxes, and the ~~date~~Company's share of ~~filing this Quarterly Report~~executive compensation. The related party amounts due to WHLR as of December 31, 2022 were $7.3 million, which consisted primarily of costs paid on ~~Form 10-Q. Other than those events disclosed in this report, there were no other events or transactions that occurred that would require adjustment~~the Company's behalf relating to ~~or disclosure in, the Company’s consolidated financial statements.~~2022 financings and real estate taxes.

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 condensed consolidated financial statements and related notes thereto included elsewhere in this report.

Executive Summary

The Company is a fully-integrated real estate investment trust that focuses ~~primarily~~ on ~~ownership, operation~~owning and ~~redevelopment of~~operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in ~~high-density urban markets from Washington, D.C. to Boston.~~the Northeast. At March 31, 2023, the Company owned a portfolio of 19 operating properties. Upon completion of the Merger in 2022, the Company ~~owned and managed~~became a ~~portfolio~~wholly-owned subsidiary of 50 operating properties (excluding properties “held for sale”) totaling 7.4 million square feet of gross leasable area (“GLA”). The portfolio was 91.6% leased and 89.3% occupied at March 31, 2022.WHLR.

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

Significant Circumstances and Transactions

~~Transaction Agreements~~

~~On March 2, 2022,~~No significant transactions occurred during the Company announced that following its previously announced review of strategic alternatives, it had entered into definitive agreements for the sale of the Company and its assets in a series of related all-cash transactions. Specifically, on March 2, 2022, the Company and certain of its subsidiaries, DRA Fund X-B LLC and KPR Centers LLC (together with their respective designees, the “Grocery-Anchored Purchasers”) entered into an asset purchase and sale agreement (the “Asset Purchase Agreement”), pursuant to which the Grocery-Anchored Purchasers will acquire a portfolio of 33 grocery-anchored shopping centers from the Company for a cash purchase price of $840.0 million (the “Grocery-Anchored Portfolio Sale”). The Asset Purchase Agreement provides that to the extent specified redevelopment assets (Riverview Plaza, East River Park and Senator Square, which have been classified as “real estate held for sale” as of March 31, 2022) of the Company are not sold by the Company to third parties prior to the closing of the Grocery-Anchored Portfolio Sale, these assets will be acquired by the Grocery-Anchored Purchasers for an additional cash purchase price of up to $80.5 million. In addition, on March 2, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Wheeler Real Estate Investment Trust, Inc. (“Wheeler”) and certain of its affiliates pursuant to which, following closing of the Grocery-Anchored Portfolio Sale, Wheeler will acquire the balance of the Company’s shopping center assets by way of an all-cash merger transaction that values the remaining portfolio at $291.3 million. Following completion of the transactions contemplated by the Merger Agreement, the Company will survive as a wholly-owned subsidiary of Wheeler. The Company’s currently outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock will remain outstanding as shares of preferred stock in the surviving company following the transactions and are expected to remain listed on the New York Stock Exchange.

The transactions contemplated by the Asset Purchase Agreement and the Merger Agreement are collectively referred to as the “Transactions”. The Transactions were unanimously approved by the Company’s Board of Directors (the “Board”) and are estimated to generate total net proceeds, after all transaction expenses, of more than $29.00 per share in cash, which will be distributed to shareholders upon completion. The Transactions are expected to close by the end of the second quarter of 2022, subject to satisfaction of customary closing conditions, including approval by the Company’s common stockholders at a special meeting of stockholders to be held on May 27, 2022.

~~COVID-19 Pandemic~~

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 entered into lease modifications that deferred approximately $3.5 million and waived approximately $2.4 million of rental income through March 31, 2022, respectively. ~~To date, the weighted average payback period of deferred rent is approximately 10~~three months ~~beginning at various times from July 2020 through June 2021. The Company~~ ~~has collected approximately 97% of~~ ~~contractual base rents and monthly tenant reimbursements for each of the quarters~~ ended March 31, ~~2022 and December 31, 2021.~~

~~Real Estate~~

~~On October 14, 2021, the Company acquired the 60% minority ownership percentage in the San Souci Plaza joint venture.~~

~~Investment in unconsolidated joint venture~~

On May 5, 2021, the Company formed a joint venture with Goldman Sachs Urban Investment Group and Asland Capital Partners (the “Joint Venture”) for the construction of an approximately 258,000 square foot six-story commercial building in Washington, D.C. consisting of approximately 240,000 square feet of office space which is 100% leased to the Washington, D.C., Department of General Services (“DGS”) for its headquarters and approximately 18,000 square feet of street-level retail. The term of the lease with DGS is for 20 years and 10 months, to commence upon substantial completion and delivery to the DGS. This building is planned as the first phase of Northeast Heights, a redevelopment of two existing shopping centers, East River Park and Senator Square, into a mixed-use residential, office and retail property. Further, the Joint Venture has secured construction financing from JP Morgan not to exceed $105 million. The construction loan initially bears interest at LIBOR plus 200 basis points and has an initial term of three years with two, one-year extension options subject to customary conditions. The Company has a 10% interest in the joint venture and is a co-general partner along with Asland Capital Partners. The Company has contributed approximately $4.8 million of capital to the Joint Venture as of March 31, 2022. The Company has sold approximately $8.0 million of development costs to the Joint Venture as part of its formation on May 5, 2021.

The Joint Venture currently estimates that the space will be delivered during the end of the fourth quarter 2022. Upon completion of the building, DGS 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 DGS with a tenant credit of approximately $6.8 million to be applied, at DGS’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 Joint Venture 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 Joint Venture will contribute $9.38 per rentable square foot in additional tenant improvement allowance between the 10th and 12th lease years, upon DGS’s timely election. The obligations of DGS under the lease are subject to annual budget appropriation.

As of March 31, 2022, Carll’s Corner, located in Bridgeton, New Jersey, Riverview Plaza, located in Philadelphia, Pennsylvania and East River Park and Senator Square, both located in Washington, D.C. have been classified as “real estate held for sale” on the accompanying consolidated balance sheet.

~~Unsecured Revolving Credit Facility and Term Loans~~

On August 30, 2021, the Company amended its existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the new unsecured revolving credit facility is $185 million with an expiration in August 2024. The new unsecured revolving credit facility may be extended, at the Company’s option for two additional one-year periods, subject to customary conditions. Interest on the borrowings under the new unsecured revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (150 bps at March 31, 2022), based on the Company’s leverage ratio. The Company extended its $50 million term loan four years with an expiration in August 2026.2023.

~~Mortgage Loans Payable~~

Critical Accounting Policies

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

The Company believes there have been no material changes to the items disclosed as its critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. See Note 2, ~~– “Summary~~Summary of Significant Accounting ~~Policies”~~Policies, for recently-adopted accounting pronouncements.

Results of Operations

Comparison of three months ended March 31, 2023 to March 31, 2022


	Three months ended March 31,						Change
	2023			2022			Dollars			Percent
Revenues	$	8,923,000		$	8,715,000		$	208,000		2.4%
Property operating expenses		(3,800,000	)		(3,479,000	)		(321,000	)	9.2%
Property operating income		5,123,000			5,236,000			(113,000	)
General and administrative		(712,000	)		(2,911,000	)		2,199,000		-75.5%
Depreciation and amortization		(2,493,000	)		(2,501,000	)		8,000		-0.3%
Impairment charges		—			(197,000	)		197,000		n/a
Transaction costs		—			(3,735,000	)		3,735,000		n/a
Interest expense		(1,904,000	)		(2,707,000	)		803,000		-29.7%
Income (loss) from continuing operations		14,000			(6,815,000	)		6,829,000
Discontinued operations:
Income from operations		—			6,248,000			(6,248,000	)	-100.0%
Impairment charges		—			(510,000	)		510,000		n/a
Net income (loss)		14,000			(1,077,000	)		1,091,000
Net loss attributable to noncontrolling interests		—			20,000			(20,000	)	n/a
Net income (loss) attributable to Cedar Realty Trust, Inc.	$	14,000		$	(1,057,000	)	$	1,071,000

~~to March 31, 2021~~

Change

2022

2021

Dollars

Percent

Revenues

$
30,464,000

$
33,551,000

$
(3,087,000
)

-9.2%

Property operating expenses

(11,627,000
)

(12,900,000
)

1,273,000

-9.9%

Property operating income

18,837,000

20,651,000

(1,814,000
)

General and administrative

(2,972,000
)

(4,528,000
)

1,556,000

-34.4%

Depreciation and amortization

(8,263,000
)

(11,211,000
)

2,948,000

-26.3%

Gain on sales

—

1,047,000

(1,047,000
)

n/a

Impairment charges

(707,000
)

—

(707,000
)

n/a

Transaction costs

(3,735,000
)

—

(3,735,000
)

n/a

Interest expense

(4,237,000
)

(4,706,000
)

469,000

-10.0%

Net (loss) income

(1,077,000
)

1,253,000

(2,330,000
)

Net loss (income) attributable to noncontrolling interests

20,000

(141,000
)

161,000

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

$
(1,057,000
)

$
1,112,000

$
(2,169,000
)

Revenues were ~~lower~~higher as a result of (1) an increase of $0.7 million in rental revenues and expense recoveries attributable to same center properties and (2) an increase in other income of $0.1 million attributable to insurance reimbursements, partially offset by (3) a decrease of ~~$2.8~~$0.6 million in rental revenues and expense recoveries attributable to properties that were sold or held for sale in 2022 ~~and 2021, (2) a decrease of $0.7 million in rental revenues and expense recoveries attributable~~not deemed to ~~redevelopment properties, partially off-set by (3) an increase of $0.4 million in rental revenues and expense recoveries attributable to same-center properties.~~be discontinued operations.

Property operating expenses were ~~lower~~higher as a result of (1) a decrease of $0.5 million in property operating expenses attributable to redevelopment properties and (2) a decrease of $0.9 million in property operating expenses attributable to properties sold or held for sale during 2022 and 2021, partially off-set by (3) an increase of ~~$0.1~~$0.6 million in property operating expenses attributable to same center ~~properties.~~properties, partially offset by (2) a decrease of $0.3 million in property operating expenses attributable to properties that were sold or held for sale in 2022 not deemed to be discontinued operations.

General and administrativecosts were lower primarily as a result of (1) a decrease of ~~$1.4~~$1.3 million in payroll related costs and (2) a decrease in other general and administrative costs of $0.9 million, both which are predominantly related to the ~~previously announced dual-track strategic alternatives process.~~completion of the Grocery-Anchored Portfolio Sale and the Company's merger with WHLR.

~~Depreciation and amortization~~ ~~expenses were lower as a result of (1) a decrease of $1.4 million attributable to redevelopment properties, (2) a decrease of $0.8 million attributable to properties that were sold or held for sale~~Impairment charges in 2022 ~~and 2021 and (3) a decrease of $0.7 million attributable to same center properties.~~

~~Gain on sales~~ ~~in 2021 relates to the sale of an outparcel building at Kempsville Crossing, located in Virginia Beach, Virginia.~~

~~Impairment charges~~ ~~in 2022 relates~~relate to Riverview Plaza, located in Philadelphia, ~~Pennsylvania, and East River Plaza, located in Washington D.C.~~Pennsylvania.

Transaction costs in 2022 relate to costs incurred related to the ~~previously announced dual-track strategic alternatives process.~~Grocery-Anchored Portfolio Sale and the Company's merger with WHLR.

Interest expense was lower as a result of (1) a decrease in the overall weighted average principal balance which resulted in a decrease in interest expense of ~~$0.8~~$2.1 million, (2) a decrease in amortization expense of deferred financing costs of $0.1 million, partially ~~off-set~~offset by (3) a decrease in capitalized interest of $0.7 million and (4) an increase in the overall weighted average interest rate which resulted in an increase in interest expense of ~~$0.4 million~~$0.7 million.

Discontinued operations for 2022 includes the results of operations and ~~(4) a decrease in capitalized interest of $0.1 million.~~impairments for properties treated as discontinued operations, which include the Grocery-Anchored Portfolio Sale, and the East River Park and Senator Park redevelopments.

Same-Property Net Operating Income

Same-property net operating income (“same-property NOI”) is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors as it provides

an indication of the recurring cash generated by the Company’s properties by excluding certain non-cash revenues and expenses, as well as other infrequent items such as lease termination income which tends to fluctuate more than rents from year to year. Properties are included in same-property NOI if they are owned and operated for the entirety of both periods being compared, except for properties undergoing significant redevelopment and expansion until such properties have stabilized, and properties classified as held for sale. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from same-property NOI.

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

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

	Three months ended March 31,
	2022			2021			For the three months ended March 31,
Operating income	$	3,160,000		$	5,959,000
							2023			2022
Operating income (loss)							$	1,918,000		$	(4,108,000	)
Add (deduct):
General and administrative		2,972,000			4,528,000			712,000			2,911,000
Gain on sales		—			(1,047,000	)
Transaction costs		3,735,000			—			—			3,735,000
Impairment charges		707,000			—			—			197,000
Depreciation and amortization		8,263,000			11,211,000			2,493,000			2,501,000
Straight-line rents		(101,000	)		(131,000	)		(191,000	)		11,000
Amortization of intangible lease liabilities		(269,000	)		(277,000	)		(22,000	)		(160,000	)
Other adjustments		224,000			(22,000	)
Other non-property revenue								(242,000	)		(201,000	)
NOI related to properties not defined as same-property		(1,799,000	)		(3,604,000	)		—			(344,000	)
Same-property NOI	$	16,892,000		$	16,617,000		$	4,668,000		$	4,542,000

Number of same properties		45			45			19			19
Same-property occupancy, end of period		91.5	%		89.4	%		84.8	%		83.8	%
Same-property leased, end of period		92.7	%		90.1	%		87.2	%		83.9	%
Same-property average base rent, end of period	$	13.58		$	13.53		$	10.28		$	10.53

Same-property NOI for the ~~comparable~~ three ~~month periods~~months ended March 31, 2023 increased ~~1.7% as a result of~~2.8% compared to the ~~negative impact of~~same period in the ~~COVID-19 pandemic which reduced rental revenues for the same-property portfolio.~~prior year.

Leasing Activity

The following is a summary of the Company’s retail leasing activity during the three months ended March 31, ~~2022:~~2023 for the 19-property portfolio:


	Three months ended
	March 31, 2023
Renewals (a):
Leases renewed with rate increase (sq feet)		56,171
Leases renewed with rate decrease (sq feet)		-
Leases renewed with no rate change (sq feet)		2,000
Total leases renewed (sq feet)		58,171

Leases renewed with rate increase (count)		5
Leases renewed with rate decrease (count)		-
Leases renewed with no rate change (count)		1
Total leases renewed (count)		6

Option exercised (count)		2

Weighted average on rate increases (per sq foot)	$	0.42
Weighted average on rate decreases (per sq foot)	$	-
Weighted average on all renewals (per sq foot)	$	0.40

Weighted average change over prior rates		3.96	%

New Leases (a) (b):
New leases (sq feet)		42,400
New leases (count)		3
Weighted average rate (per sq foot)	$	13.07

Tenant

Leases

New rent

Prior rent

Cash basis

improvements

signed

GLA

per sq.ft.

per sq.ft.

% change

per sq.ft.

Renewals

24

142,200

14.49

13.68

5.9
%

0.29

New Leases - Comparable

10

75,600

21.34

13.74

55.3
%

99.38

(a)
New Leases - Non-Comparable (b)

2

3,400

34.60

n/a

n/a

212.87

(a)
Total (c)

36

221,200

17.13

n/a

n/a

37.38

(a)

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

(b)

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

~~(a)~~

~~Includes both tenant allowance and landlord work. Excludes first generation space.~~

~~(b)~~

~~Includes leases signed at first generation and expansion spaces.~~

~~(c)~~

~~Legal fees and leasing commissions averaged a combined total of $5.17 per square foot.~~

Liquidity and Capital Resources

The Company funds operating expenses and other short-term liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, ~~preferred and common dividend distributions and distributions to minority interest partners, if made,~~ primarily from its ~~operations.~~ operations and the $10.2 million in restricted cash as of March 31, 2023. The Company ~~may also use its revolving credit facility~~does not have any scheduled debt maturities for the twelve months ending March 31, 2024. The Company is working to increase revenue by improving occupancy which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these ~~purposes. The Company expects to fund long-term liquidity requirements for property acquisitions, redevelopment costs, capital improvements,~~efforts will be partially funded by restricted cash, strategic disposition of assets and ~~maturing debt initially with its revolving credit facility, and ultimately through a combination~~financing 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 access to financing for development projects, financing for additional construction projects, or proceeds from refinancing of existing debt.

On August 30, 2021, the Company amended its existing $300 million unsecured credit facility and $50 million term loan. After the amendment, the new unsecured revolving credit facility is $185 million with an expiration in August 2024. The new unsecured revolving credit facility may be extended, at the Company’s option for two additional one-year periods, subject to customary conditions. Interest on the borrowings under the new unsecured revolving credit facility component can range from LIBOR plus 135 bps to 195 bps (150 bps at March 31, 2022), based on the Company’s leverage ratio. Interest on borrowings under the unsecured credit facility is based on the Company’s leverage ratio. The Company extended its $50 million term loan four years with an expiration in August 2026.

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 facility contains restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. 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 had $70.0 million outstanding and $110.1 million available for additional borrowings under its revolving credit facility, and was in compliance with all financial covenants.

~~Debt and finance lease obligations are composed of the following at March 31, 2022:~~

~~(a) The mortgages for these properties are cross-collateralized.~~

~~(b) The revolving credit facility is subject to two one-year extensions at the Company’s option.~~

(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.

~~The following table details the Company’s debt and finance lease obligation maturities at March 31, 2022:~~

Mortgage Loan

Finance Lease

Revolving

Term

Year

Payable

Obligation

Credit Facility

Loans

Total

2022

$
841,000

$
28,000

$
-

$
-

$
869,000

2023

1,160,000

39,000

-

100,000,000

101,199,000

2024

1,206,000

41,000

70,000,000

(a)

75,000,000

146,247,000

2025

1,253,000

44,000

-

75,000,000

76,297,000

2026

40,922,000

48,000

-

50,000,000

90,970,000

Thereafter

112,914,000

5,387,000

-

-

118,301,000

$
158,296,000

$
5,587,000

$
70,000,000

$
300,000,000

$
533,883,000

~~(a)~~

~~The revolving credit facility is subject to two one-year extensions at the Company’s option.~~

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 2021, and has continued to declare and pay common and~~ preferred stock dividends through the first quarter of ~~2022.~~2023 and has continued to declare preferred stock dividends through the second quarter of 2023. Future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. Additionally, the 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.

Net Cash Flows


	Three months ended March 31,
	2023			2022
Cash flows (used in) provided by:
Operating activities	$	1,507,000		$	8,705,000
Investing activities	$	(475,000	)	$	(9,768,000	)
Financing activities	$	(2,688,000	)	$	117,000

Three months ended March 31,

2022

2021

Cash flows provided by (used in):

Operating activities

$
8,705,000

$
9,542,000

Investing activities

$
(9,768,000
)

$
(5,701,000
)

Financing activities

$
117,000

$
(2,340,000
)

Operating Activities

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $2.2 million for the three months ended March 31, 2023 and $8.4 million for the three months ended March 31, ~~2022 and $12.3 million for the three months ended March 31, 2021.~~2022. The decrease was ~~primarily~~ a result of ~~property dispositions in 2021~~the completion of the Grocery-Anchored Portfolio Sale and ~~transaction costs related to~~completion of the ~~previously announced dual-track strategic alternatives process.~~Company's merger with WHLR.

Investing Activities

Net cash flows used in investing activities were primarily the result of the ~~Company’s~~Company's expenditures for property ~~improvements and~~improvements. During the three months ended March 31, 2023, the Company incurred $0.5 million of expenditures for property ~~disposition activities.~~improvements. During the three months ended March 31, 2022, the Company incurred expenditures of $9.6 million for property improvements and $0.2 million relating to contributions to the ~~Company’s~~Company's unconsolidated joint venture.

Financing Activities

During the three months ended March 31, ~~2021,~~2023, the Company ~~incurred expenditures~~had $2.7 million of ~~$6.9 million for property improvements, which was partially offset by $1.2 million in proceeds from the sale of properties.~~

~~Financing Activities~~

preferred stock distributions. During the three months ended March 31, 2022, the Company had $3.6 million of preferred and common stock distributions, and $0.3 million of mortgage repayments, which were partially offset by net advances of $4.0 million under the revolving credit facility. During the three months ended March 31, 2021, the Company had $3.6 million of preferred and common stock distributions, $0.3 million of mortgage repayments, and $2.5 million of debt financing costs, which were partially offset by net advances of $4.0 million under the revolving credit facility.

Funds From Operations

Funds From Operations (“FFO”) is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company presents FFO in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (“Nareit”). Nareit generally defines FFO as net income (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment write-downs on real estate properties directly attributable to decreases in the value of depreciable real estate, plus real estate related 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 be comparable to such REITs.

A reconciliation of net (loss) attributable to common shareholders to FFO and Operating FFO for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 is as follows:


	Three months ended March 31,
	2023			2022
Net (loss) attributable to common shareholders	$	(2,674,000	)	$	(3,745,000	)
Real estate depreciation and amortization		2,478,000			8,257,000
Limited partners' interest		—			(20,000	)
Impairment charges		—			707,000
FFO applicable to diluted common shares		(196,000	)		5,199,000
Transaction costs (a)		—			3,735,000
Operating FFO applicable to diluted common shares	$	(196,000	)	$	8,934,000

FFO per diluted common share	$	(0.01	)	$	0.38
Operating FFO per diluted common share	$	(0.01	)	$	0.65
Weighted average number of diluted common shares (b):
Common shares and equivalents		13,718,000			13,752,000
OP Units		—			81,000
		13,718,000			13,833,000

Three months ended March 31,

2022

2021

Net (loss) attributable to common shareholders

$
(3,745,000
)

$
(1,576,000
)

Real estate depreciation and amortization

8,257,000

11,193,000

Limited partners' interest

(20,000
)

(9,000
)

Gain on sales

—

(1,047,000
)

Impairment charges

707,000

—

Consolidated minority interests:

Share of income

—

150,000

Share of FFO

—

(113,000
)

FFO applicable to diluted common shares

5,199,000

8,598,000

Transaction costs (a)

3,735,000

—

Operating FFO applicable to diluted common shares

$
8,934,000

$
8,598,000

FFO per diluted common share

$
0.38

$
0.62

Operating FFO per diluted common share

$
0.65

$
0.62

Weighted average number of diluted common shares (b):

Common shares and equivalents

13,752,000

13,834,000

OP Units

81,000

81,000

13,833,000

13,915,000

(a)

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

(b)

The weighted average number of diluted common shares used to compute FFO and Operating FFO applicable to diluted common shares includes OP Units, unvested restricted stock units and unvested restricted shares/units that are excluded from the computation of diluted EPS.

~~(a)~~Inflation

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

~~(b)~~

~~Inflation~~

~~Prior to 2021, inflation was relatively low and did not have a significant detrimental impact on the Company’s results of operations.~~ If inflation rates ~~continue to~~ increase, substantially all of the Company’s tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. ~~Significant~~However, significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company’s business. Conversely, deflation could lead to downward pressure on rents and other sources of income.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

The Company has entered into forward interest rate swap agreements which convert the LIBOR rates to fixed rates for certain unsecured term loans. At March 31, 2022, the Company had $1.1 million included in accounts payable and accrued liabilities and $1.2 million in other assets and deferred charges, net on the consolidated balance sheet relating to the fair value of the interest rate swaps applicable to certain unsecured term loans.

At March 31, 2022, long-term debt consisted of a fixed-rate mortgage loan payable, a 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 $463.9 million of fixed-rate debt outstanding was 3.7%, with maturities at various dates through 2050. The average interest rate on the $70.0 million of variable-rate debt outstanding, which consists of the unsecured revolving credit facility, was 2.0%. With respect to the $70.0 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 $0.7 million per annum.

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, designed to ensure that information required to be disclosed in its filings under the Exchange Act is reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission (“SEC”). 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 March 31, ~~2022,~~2023, and have concluded that such disclosure controls and procedures are effective.

~~During~~Changes in Internal Control Over Financial Reporting

There has been no change in the Company's internal control over financial reporting that occurred during the three months ended March 31, ~~2022, there have been no changes in the Company’s internal controls over financial reporting or in other factors~~2023 that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, ~~these~~the Company's internal ~~controls~~control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Part IIII. Other Information ~~Information~~

Item 1. Legal Proceedings

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

~~Legal Proceedings~~

As described above, on March 2, 2022, the Company entered into definitive agreements for the Transactions, which contemplate sale of the Company and all of its assets in a series of related all-cash transactions. On April 5, 2022, a purported stockholder of the Company filed a complaint against the Company and the Board in the United States District Court for the Eastern District of New York, entitled ~~Stein v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-1944. On April 6, 2022, another purported stockholder of the Company filed a complaint against the Company and the Board in the United States District Court for the Eastern District of New York, entitled ~~Wang v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-1975. On April 18, 2022, another purported stockholder of the Company filed a complaint against the Company and the Board in the United States District Court for the Eastern District of New York, entitled ~~Whitfield v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-02204. Also on April 18, 2022, a purported stockholder filed a complaint against the Company and the Board in the United States District Court for the Eastern District of Pennsylvania, entitled ~~Waterman v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-01489. On April 22, 2022, a purported stockholder filed a complaint against the Company and the Board in the United States District Court for the Eastern District of Pennsylvania, entitled ~~Thornburgh v. Cedar Realty Trust, Inc. et. al.~~, Civil Action No. 22-cv-02304. In each action, the complaint alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in connection with the proposed Transactions. The complaints generally allege that the preliminary proxy statement on Schedule 14A filed by the Company with the SEC on April 5, 2022 omits material information regarding financial projections, the financial analysis conducted by JLL Securities in connection with its fairness opinion, conflicts of interest on behalf of JLL Securities and BofA Securities, and the terms of BofA Securities’ engagement. The complaints seek, among other things, an injunction preventing the consummation of the Transactions, or, in the event the Transactions are consummated, to recover damages resulting from defendants’ alleged violations of the Exchange Act.

On April 8, 2022, several purported holders of the Company’s outstanding preferred stock filed a putative class action complaint against the Company, the Board, and Wheeler in Montgomery County Circuit Court, Maryland (Case No. C-15-CV-22-00152). The complaint alleges on behalf of a putative class of holders of the Company’s preferred stock, among other things, against the Company and the Board, claims for breach of contract with respect to the articles supplementary governing the terms of the Company’s preferred stock, breach of fiduciary duty, and tortious interference and aiding and abetting breach of fiduciary duty against Wheeler. The complaint seeks, among other things, a declaration that holders of the Company’s preferred stock are entitled to a liquidation preference as set forth in the articles supplementary governing the terms of the Company’s preferred stock, compensatory damages, and an injunction enjoining the merger with Wheeler, and an injunction enjoining the distribution to the Company’s common shareholders of the proceeds of any of the Transactions pending a determination of the merits of plaintiffs’ claims.

The Company believes that the respective allegations asserted against the Company and other defendants in the lawsuits described above are without merit. Similar lawsuits may be filed in the future in connection with the proposed Transactions.

The Company is not otherwise 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.

Item 1A. Risk Factors

~~Item 1A.~~

~~Risk Factors~~

There were no material changes to the Risk Factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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

None.

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~None.~~

~~Item 3.~~

~~Defaults upon Senior Securities~~

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

~~Item 4.~~

~~Mine Safety Disclosures~~

Not applicable.

Item 5. Other Information

None.

~~Other Information~~

~~None.~~

Item 6. Exhibits


Exhibit 2.1.a	~~Exhibits~~

~~Exhibit 2.1~~

Asset Purchase Agreement, dated as of March 2, 2022, by and among Cedar Realty Trust, Inc., DRA Fund X-B LLC, and KPR Centers LLC, ~~(incorporated~~incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on March 3, ~~2022)~~2022.*

Exhibit 2.1.b		First Amendment to Asset Purchase and Sale Agreement, dated as of April 1, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC, incorporated by reference to Exhibit ~~2.2~~2.1.b of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.c		Second Amendment to Asset Purchase and Sale Agreement, dated as of April 29, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC, incorporated by reference to Exhibit 2.1.c of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.d		Third Amendment to Asset Purchase and Sale Agreement, dated as of July 7, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC incorporated by reference to Exhibit 2.1.d of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.2.a		Agreement and Plan of Merger, dated as of March 2, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P. ~~(incorporated~~, incorporated by reference to Exhibit 2.2 of the Registrant’s Form 8-K filed on March 3, ~~2022)~~2022.*

Exhibit 2.2.b

~~Exhibit 2.3~~

First Amendment to Merger Agreement, dated as of April 19, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P. ~~(incorporated~~, incorporated by reference to Annex B of the ~~Company’s~~Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 21, ~~2022)~~2022.

Exhibit 2.2.c		Second Amendment to Merger Agreement, entered into as of August 9, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on August 12, 2022.
Exhibit 3.1.a		Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-K for the year ended December 31, 2013 filed on February 25, 2014.
Exhibit 3.1.b		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-A filed on August 18, 2017.
Exhibit 3.1.c		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on August 22, 2017.
Exhibit 3.1.d		Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on December 15, 2017.
Exhibit 3.1.e		Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 7, 2018.
Exhibit 3.1.f		Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 27, 2020.
Exhibit 3.2		Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on November 27, 2020.
Exhibit 31.1		Rule 13a-14(a) Certification of Chief Executive Officer

Exhibit 31.2

~~Exhibit 31.2~~

Rule 13a-14(a) Certification of Chief Financial Officer


Exhibit 32.1		Section 1350 Certification of Chief Executive Officer

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

Exhibit 101.INS

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

Exhibit 101.SCH

Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104

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

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

SIGNATURES

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

CEDAR REALTY TRUST, INC.


By:	/s/ ~~BRUCE J. SCHANZER~~M. ANDREW FRANKLIN	By:	/s/ ~~JENNIFER BITTERMAN~~CRYSTAL PLUM
	~~Bruce J. Schanzer~~M. Andrew Franklin		~~Jennifer Bitterman~~Crystal Plum
	~~President and~~ Chief Executive Officer and President (Principal Executive Officer)		~~Executive Vice President,~~ Chief Financial Officer (Principal Financial Officer and ~~Treasurer~~ (Principal ~~Financial~~Accounting Officer)


	May ~~5, 2022~~9, 2023

3127

	March 31, 2022
Description	Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)	$	838,000	$	—	$	—	$	838,000
Interest rate swaps assets (a)	$	—	$	1,161,000	$	—	$	1,161,000
Deferred compensation liabilities (b)	$	861,000	$	—	$	—	$	861,000
Interest rate swaps liability (b)	$	—	$	1,128,000	$	—	$	1,128,000


	December 31, 2021
Description	Level 1		Level 2		Level 3		Total
Investments related to deferred
compensation liabilities (a)	$	955,000	$	—	$	—	$	955,000
Deferred compensation liabilities (b)	$	982,000	$	—	$	—	$	982,000
Interest rate swaps liability (b)	$	—	$	8,232,000	$	—	$	8,232,000

(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.

		Gain recognized in other
		comprehensive (loss) income
		(effective portion)
Designation/		Three months ended March 31,
Cash flow	Derivative	2022			2021
Qualifying	Interest rate swaps	$	6,976,000		$	2,394,000

		(Loss) recognized in other
		comprehensive (loss) income
		reclassified into earnings (effective portion)
		Three months ended March 31,
	Classification	2022			2021
	Continuing Operations	$	(1,362,000	)	$	(1,803,000	)


												Tenant
	Leases				New rent		Prior rent		Cash basis			improvements
	signed		GLA		per sq.ft.		per sq.ft.		% change			per sq.ft.
Renewals		24		142,200		14.49		13.68		5.9	%		0.29
New Leases - Comparable		10		75,600		21.34		13.74		55.3	%		99.38	(a)
New Leases - Non-Comparable (b)		2		3,400		34.60	n/a		n/a				212.87	(a)
Total (c)		36		221,200		17.13	n/a		n/a				37.38

	Mortgage Loan		Finance Lease		Revolving			Term
Year	Payable		Obligation		Credit Facility			Loans		Total
2022	$	841,000	$	28,000	$	-		$	-	$	869,000
2023		1,160,000		39,000		-			100,000,000		101,199,000
2024		1,206,000		41,000		70,000,000	(a)		75,000,000		146,247,000
2025		1,253,000		44,000		-			75,000,000		76,297,000
2026		40,922,000		48,000		-			50,000,000		90,970,000
Thereafter		112,914,000		5,387,000		-			-		118,301,000
	$	158,296,000	$	5,587,000	$	70,000,000		$	300,000,000	$	533,883,000