cdr-20240331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 10-Q

_______________________________________________


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

For the quarterly period ended March 31, 2024


o			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)

Registrant's telephone number, including area 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

7.25% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value

CDRpB

New York Stock Exchange

6.50% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value

CDRpC

New York Stock Exchange

_______________________________________________

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 x No o

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 x No o

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. o

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

As of May 3, 2024, there were 13,718,169 shares of Common Stock, $0.06 par value per share, outstanding.

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CEDAR REALTY TRUST, INC.

INDEX


Cautionary Note on Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – March 31, 2024 (unaudited) and December 31, 2023	5

	Condensed Consolidated Statements of Operations – Three months ended March 31, 2024 and 2023 (unaudited)	6



	Condensed Consolidated Statements of Equity – Three months ended March 31, 2024 and 2023 (unaudited)	7

	Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2024 and 2023 (unaudited)	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	10

Item 2.	Management 's Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

Part II. Other Information

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

Signatures		24

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "Form 10-Q") of Cedar Realty Trust, Inc. (the "Company") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to risks, uncertainties and other factors which may cause the actual results, performance or achievements 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. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-looking statements, which reflect our management's view only as of the date of this Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

Factors that could cause actual results, performance or achievements to differ materially from any forward-looking statements made in this Form 10-Q include, but are not limited to:

•the use of and demand for retail space;

•general and economic business conditions, including those affecting the ability of individuals to spend in retail shopping centers and/or the rate and other terms on which we are able to lease our properties;

•the loss or bankruptcy of the Company's tenants;

•the state of the U.S. economy generally, or specifically in the Northeast where our properties are geographically concentrated;

•consumer spending and confidence trends;

•availability, terms and deployment of capital;

•the degree and nature of our competition;

•changes in governmental regulations, accounting rules, tax rates and similar matters;

•adverse economic or real estate developments in our markets of the Northeast;

•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;

•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 non-renewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant;

•litigation risks generally;

•the risk that shareholder litigation in connection with the Company's 2022 merger with Wheeler Real Estate Investment Trust, Inc. ("WHLR") and other series of related asset sale transactions (collectively, the "Transactions") may result in significant costs of defense, indemnification and liability;

•financing risks, such as the Company's inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability and increases in the Company's borrowing costs as a result of changes in interest rates and other factors;

•the impact of the Company's leverage on operating performance;

•our ability to successfully execute strategic or necessary asset acquisitions and divestitures;

•our ability to continue to pay quarterly dividends on our preferred stock;

•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;

•risks endemic to real estate and the real estate industry generally;

•the adverse effect any future pandemic, endemic or outbreak of infectious disease, and mitigation efforts to control their spread;

•competitive risks;

•risks to our information systems - or those of our tenants or vendors - from service interruption, misappropriation of data, breaches of security, or other cyber-related attacks;

•risks related to the geographic concentration of the Company's properties in the Northeast;

•damage to the Company's properties from catastrophic weather and other natural events, and the physical effects of climate change;

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•the risk that an uninsured loss on the Company's properties or a loss that exceeds the limits of the Company's insurance policies could subject the Company to lost capital or revenue on those properties;

•the risk that continued increases in the cost of necessary insurance could negatively impact the Company's profitability;

•the Company's ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations;

•the ability of our operating partnership, Cedar Realty Trust Partnership, L.P., and each of our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes;

•the impact of e-commerce on our tenants' business; and

•inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.

Forward-looking statements in this Form 10-Q should be read in light of these factors. 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.

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,		December 31,
	2024		2023
	(unaudited)
ASSETS
Real estate:
Land	$	61,507,000	$	69,085,000
Buildings and improvements	266,894,000		299,080,000
	328,401,000		368,165,000
Less accumulated depreciation	(138,044,000)		(166,489,000)
Real estate, net	190,357,000		201,676,000

Real estate held for sale	13,890,000		—
Cash and cash equivalents	5,334,000		6,518,000
Restricted cash	9,792,000		9,390,000
Receivables, net	5,642,000		6,357,000
Deferred costs and other assets, net	8,607,000		9,141,000
TOTAL ASSETS	$	233,622,000	$	233,082,000

LIABILITIES AND EQUITY
Loans payable, net	$	141,590,000	$	140,494,000
Loans payable, net - real estate held for sale	993,000		—
Accounts payable, accrued expenses, and other liabilities	8,921,000		8,382,000
Due to Wheeler Real Estate Investment Trust, Inc.	8,446,000		8,094,000
Below market lease intangibles, net	2,580,000		2,655,000
Total liabilities	162,530,000		159,625,000

Commitments and contingencies (Note 6)

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	(957,595,000)		(955,230,000)
Total equity	71,092,000		73,457,000
TOTAL LIABILITIES AND EQUITY	$	233,622,000	$	233,082,000

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three months ended March 31,
	2024		2023
REVENUES
Rental revenues	$	8,715,000	$	8,641,000
Other revenues	50,000		282,000
Total revenues	8,765,000		8,923,000
EXPENSES
Operating, maintenance and management	2,424,000		2,411,000
Real estate and other property-related taxes	1,387,000		1,389,000
Corporate general and administrative	562,000		712,000
Depreciation and amortization	1,892,000		2,493,000
Total expenses	6,265,000		7,005,000







OPERATING INCOME	2,500,000		1,918,000

NON-OPERATING INCOME AND EXPENSES
Interest expense, net	(2,177,000)		(1,904,000)
Total non-operating income and expenses	(2,177,000)		(1,904,000)









NET INCOME	323,000		14,000







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

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(2,365,000)	$	(2,674,000)




NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(0.17)	$	(0.19)

Weighted average number of common shares	13,718,000		13,718,000

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

Three months ended March 31, 2024

(unaudited)


	Preferred stock			Common stock			Additional paid-in capital		Cumulative distributions in excess of net income		Total Equity
	Shares	Amount		Shares	Amount
Balance, December 31, 2023	6,450,000	$	159,541,000	13,718,000	$	823,000	$	868,323,000	$	(955,230,000)	$	73,457,000
Net income	—	—		—	—		—		323,000		323,000
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, March 31, 2024	6,450,000	$	159,541,000	13,718,000	$	823,000	$	868,323,000	$	(957,595,000)	$	71,092,000

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

Three months ended March 31, 2023

(unaudited)


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

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three months ended March 31,
	2024		2023
OPERATING ACTIVITIES
Net income	$	323,000	$	14,000
Adjustments to reconcile net income to net cash provided by operating activities:


Straight-line rents	(232,000)		(190,000)
Credit adjustments on operating lease receivables	127,000		(164,000)
Depreciation and amortization	1,892,000		2,493,000
Above (below) market lease amortization, net	(75,000)		(23,000)

Amortization of deferred financing costs	146,000		89,000
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Receivables, net	388,000		670,000
Deferred costs and other assets, net	(451,000)		(1,309,000)
Accounts payable, accrued expenses, and other liabilities	(52,000)		(73,000)
Net cash provided by operating activities	2,066,000		1,507,000

INVESTING ACTIVITIES
Expenditures for real estate improvements	(2,102,000)		(475,000)


Net cash used in investing activities	(2,102,000)		(475,000)

FINANCING ACTIVITIES

Net advances under Revolving Credit Agreement	1,387,000		—


Term loan proceeds	1,000,000		—

Payments of deferred financing costs	(445,000)		—




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

Net cash used in financing activities	(746,000)		(2,688,000)

Net decrease in cash, cash equivalents and restricted cash	(782,000)		(1,656,000)
Cash, cash equivalents and restricted cash at beginning of period	15,908,000		13,463,000
Cash, cash equivalents and restricted cash at end of period	$	15,126,000	$	11,807,000

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	5,334,000	$	1,654,000
Restricted cash	9,792,000		10,153,000
Cash, cash equivalents and restricted cash	$	15,126,000	$	11,807,000

See accompanying notes to condensed consolidated financial statements

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(unaudited)

Note 1. Business and Organization

Cedar Realty Trust, Inc. is a real estate investment trust ("REIT") that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast. At March 31, 2024, the Company owned a portfolio of 19 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, 2024, the Company, which is a subsidiary of WHLR, owned a 100.0% interest in, and was the sole general and limited partner of, the Operating Partnership.

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.

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 been included. The financial statements are prepared on the accrual basis in accordance with GAAP, which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from these estimates. The unaudited 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, 2023 (the "2023 Form 10-K").

The unaudited condensed consolidated financial statements include the accounts and operations of the Company, the Operating Partnership, and its subsidiaries. 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,
	2024		2023
Supplemental disclosure of cash activities:
Cash paid for interest	$	2,033,000	$	1,704,000
Supplemental disclosure of non-cash activities:

Buildings and improvements included in accounts payable, accrued expenses, and other liabilities	1,079,000		1,650,000

Recently Issued Accounting Pronouncements

Accounting standards that have been recently issued or proposed by the Financial Accounting Standards Board or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company's financial position, results of operations and cash flows.

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(unaudited)

Note 3. Real Estate

All of the Company's land, buildings and improvements serve as collateral for the Company's secured term loans and revolving credit facility. Accordingly, restrictions exist as to the encumbered properties' transferability, use and other common rights typically associated with property ownership.

The Company's depreciation expense on investment properties was $1.7 million and $2.2 million for the three months ended March 31, 2024 and 2023, respectively.

At March 31, 2024, real estate held for sale includes South Philadelphia, as the Company has committed to a plan to sell components of the property. There was no real estate held for sale as of December 31, 2023.

Real estate held for sale and associated liabilities consist of the following:


	March 31,		December 31,
	2024		2023
Real estate, net	$	12,735,000	$	—
Receivables, net - unbilled straight-line rent	434,000		—
Deferred costs and other assets, net	721,000		—
Total real estate held for sale	$	13,890,000	$	—


	March 31,		December 31,
	2024		2023
Revolving Credit Agreement	$	1,387,000	$	—
Deferred financing costs, net	(394,000)		—
Total loans payable, net - real estate held for sale	$	993,000	$	—

Note 4. Fair Value Measurements

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

The fair value of the Company's fixed rate secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturities. As of March 31, 2024 and December 31, 2023, the fair value of the Company's fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, was $141.9 million and $131.4 million, respectively, and the carrying value of such loans, was $141.6 million and $140.5 million, respectively. As of March 31, 2024, the aggregate fair value of the Company's Revolving Credit Agreement (as defined herein) approximated the carrying value.

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.

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(unaudited)

Note 5. Loans Payable, net

The Company's loans payable are collateralized by all of the Company's properties and are composed of the following:


		March 31, 2024
Description	Maturity dates	Balance outstanding		Contractual interest rates weighted average
Variable-rate secured revolving credit facility:
Revolving Credit Agreement	Feb 2025	$	1,387,000	8.2%
Fixed-rate secured term loans:
Timpany Plaza	Sep 2028	10,060,000		7.3%
Term loan, 10 properties	Nov 2032	110,000,000		5.3%
Patuxent Crossing/Coliseum Marketplace	Jan 2033	25,000,000		6.4%
		146,447,000		5.6%
Unamortized issuance costs		(3,864,000)
Total loans payable, net (including real estate held for sale)		142,583,000
Less: Loans payable, net - real estate held for sale (Note 3)		993,000
Total loans payable, net		$	141,590,000

Revolving Credit Agreement

On February 29, 2024, the Company entered into a revolving credit agreement with KeyBank National Association to draw up to $9.5 million (the "Revolving Credit Agreement"). The interest rate under the Revolving Credit Agreement is the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments are due monthly, and any outstanding principal is due at maturity on February 28, 2025. The Revolving Credit Agreement may be extended, at the Company's option, for up to two additional three-month periods, subject to customary conditions. The Revolving Credit Agreement is collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds are used for capital expenditures and tenant improvements for such properties.

Timpany Plaza Loan Agreement

On March 28, 2024, the Company received $1.0 million of $2.5 million in deferred loan proceeds under the Timpany Plaza Loan Agreement following the Company's satisfaction of certain lease-related contingencies. The Company anticipates receiving the $1.5 million balance of the deferred loan proceeds upon the satisfaction of certain other lease-related contingencies.

Scheduled Principal Payments

Scheduled principal payments on indebtedness at March 31, 2024, due on various dates from 2024 to 2033, are as follows:


	Secured Term Loans		Revolving Credit Agreement		Total
For the remaining nine months ending December 31, 2024	$	55,000	$	—	$	55,000
2025	228,000		1,387,000		1,615,000
2026	246,000		—		246,000
2027	391,000		—		391,000
2028	10,726,000		—		10,726,000
2029	1,556,000		—		1,556,000
Thereafter	131,858,000		—		131,858,000
	$	145,060,000	$	1,387,000	$	146,447,000

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(unaudited)

Note 6. Commitments and Contingencies

Lease Commitments

The Company is the lessee under two ground lease agreements. As of March 31, 2024, the Company's weighted average remaining lease term is approximately 47.5 years, and the weighted average discount rate used to calculate the Company's lease liability is approximately 8.6%. Rent expense under the Company's ground lease agreements was approximately $0.1 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively.

Litigation

The Company is involved in various legal proceedings in the ordinary course of its business, including, but not limited to commercial disputes. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company records a liability when it considers the loss probable and the amount can be reasonably estimated. In addition, the below legal proceedings are in process:

On March 2, 2022, the Company entered into definitive agreements for the Transactions, which provided for the sale of the Company and its assets in a series of related all-cash transactions. On April 8, 2022, several purported holders of the Company's outstanding preferred stock filed a putative class action complaint against the Company, the Board of Directors prior to the Merger, and WHLR in Montgomery County Circuit Court, Maryland entitled Sydney, et al. v. Cedar Realty Trust, Inc., et al., (Case No. C-15-CV-22-001527).

On May 6, 2022, the Plaintiffs in Sydney filed a motion for a preliminary injunction. Also on May, 6, 2022, a purported holder of the Company's outstanding preferred stock filed a separate putative class action complaint against the Company and the Board of Directors prior to the Merger in the United States District Court for the District of Maryland, entitled Kim v. Cedar Realty Trust, Inc., et al., Civil Action No. 22-cv-01103. On May 11, 2022, the Company, the former Board of Directors of the Company and WHLR removed the Sydney action to the United States District Court for the District of Maryland, Case No. 8:22-cv-01142-GLR. On May 16, 2022, the court ordered that a hearing on the Sydney Plaintiffs' motion for preliminary injunction be held on June 22, 2022. On June 2, 2022, the Plaintiffs in Kim also filed a motion for a preliminary injunction. The court consolidated the motions for preliminary injunction.

On June 23, 2022, following a hearing, the court issued an order denying both motions for preliminary injunction, holding that the Plaintiffs in both cases were unlikely to succeed on the merits and that Plaintiffs had not established that they would suffer irreparable harm if the injunction was denied.

By order dated July 11, 2022, the court consolidated the Sydney and Kim cases and set an August 24, 2022 deadline for the Plaintiffs in both cases to file a consolidated amended complaint. Plaintiffs filed their amended complaint on August 24, 2022. The amended complaint alleges on behalf of a putative class of holders of the Company's preferred stock, among other things, claims for breach of contract against the Company and the former Board of Directors with respect to the articles supplementary governing the terms of the Company's preferred stock, breach of fiduciary duty against the former Board of Directors, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. On October 7, 2022, Defendants moved to dismiss the amended complaint. Plaintiffs opposed the motion to dismiss and filed a motion to certify a question of law to Maryland's Supreme Court. On August 1, 2023, the court issued a decision and order granting Defendants' motions to dismiss, without leave to amend, and denying Plaintiffs' motion to certify a question of law to the Maryland Supreme Court. The Plaintiffs appealed the dismissal to the United States Court of Appeals for the Fourth Circuit, Case No. 23-1905, docketed on August 30, 2023. The appeal has been fully briefed and a hearing thereon is set before the Fourth Circuit for May 9, 2024. At this juncture, the outcome of the litigation remains uncertain.

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(unaudited)

Note 7. Shareholders' Equity

Preferred Stock

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


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

	March 31, 2024				December 31, 2023
	Series B Preferred Stock		Series C Preferred Stock		Series B Preferred Stock		Series C Preferred Stock
Shares authorized	6,050,000		6,450,000		6,050,000		6,450,000
Shares issued and outstanding	1,450,000		5,000,000		1,450,000		5,000,000
Balance	$	34,767,000	$	124,774,000	$	34,767,000	$	124,774,000

Dividends

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


	Three months ended March 31,
	2024		2023

7.25% Series B Preferred Stock	$	0.453125	$	0.453125
6.50% Series C Preferred Stock	$	0.406250	$	0.406250

Note 8. Revenues and Tenant Receivables

Tenant Receivables

As of March 31, 2024 and December 31, 2023, the Company's allowance for uncollectible tenant receivables totaled $0.4 million and $0.5 million, respectively. At March 31, 2024 and December 31, 2023, there were $4.1 million and $4.5 million, respectively, in unbilled straight-line rent, which is included in "Receivables, net".

Revenues

Revenues are comprised of the following:


	Three months ended March 31,
	2024		2023
Base rents	$	6,184,000	$	5,835,000
Expense recoveries - variable lease revenue	2,272,000		2,261,000
Percentage rent - variable lease revenue	79,000		168,000
Straight-line rents	232,000		190,000
Above (below) market lease amortization, net	75,000		23,000
Other	50,000		282,000
	8,892,000		8,759,000
Credit adjustments on operating lease receivables	(127,000)		164,000
Total revenues	$	8,765,000	$	8,923,000

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(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 which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental income. The Company's review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue.

Note 9. 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. The following table provides a reconciliation of the numerator and denominator of the EPS calculations:


	Three months ended March 31,
	2024		2023
Numerator
Net income	$	323,000	$	14,000
Preferred stock dividends	(2,688,000)		(2,688,000)




Net loss attributable to common shares	$	(2,365,000)	$	(2,674,000)
Denominator
Weighted average number of common shares outstanding	13,718,000		13,718,000




Net loss per common share attributable to common shareholders	$	(0.17)	$	(0.19)

Note 10. Related Party Transactions

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company, pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income, and leasing commissions range from 3% to 6%. During the three months ended March 31, 2024, the Company paid WHLR $0.3 million for these services. During the three months ended March 31, 2023, the Company paid WHLR $0.4 million for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to a cost sharing and reimbursement agreement, pursuant to which the parties agreed to share costs and expenses associated with certain employees, certain facilities and property, and certain arrangements with third parties (the "Cost Sharing Agreement"). The related party amounts due to WHLR are comprised of:


	March 31,		December 31,
	2024		2023
Financings and real estate taxes	$	7,166,000	$	7,166,000
Management fees	341,000		225,000
Leasing commissions	317,000		161,000
Cost Sharing Agreement allocations (a)	622,000		548,000
Other	—		(6,000)
Total	$	8,446,000	$	8,094,000

(a)Includes allocations for executive compensation and directors' liability insurance.

Note 11. Subsequent Events

On April 22, 2024, the Company announced that the Company's Board of Directors declared dividends of $0.453125 and $0.406250 per share with respect to the Company's Series B Preferred Stock and Series C Preferred Stock, respectively. The distributions are payable on May 20, 2024 to shareholders of record of the Series B Preferred Stock and Series C Preferred Stock, as applicable, on May 10, 2024.

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

The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion should be read in conjunction with the Company's unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Form 10-Q, along with the audited consolidated financial statements and related notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2023 Form 10-K.

In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions as further described under the caption above entitled "Cautionary Note on Forward-Looking Statements." Our actual results or other events and the timing of events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the caption above entitled "Cautionary Note on Forward-Looking Statements."

Executive Summary

The Company is a fully-integrated real estate investment trust that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast, and is a subsidiary of WHLR. At March 31, 2024, the Company owned a portfolio of 19 properties.

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

Revolving Credit Agreement

On February 29, 2024, the Company entered into the Revolving Credit Agreement. The interest rate under the Revolving Credit Agreement is the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments are due monthly, and any outstanding principal is due at maturity on February 28, 2025. The Revolving Credit Agreement may be extended, at the Company's option, for up to two additional three-month periods, subject to customary conditions. The Revolving Credit Agreement is collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds will be used for capital expenditures and tenant improvements for such properties.

Timpany Plaza Loan Agreement

Real Estate Held for Sale

Real estate held for sale and associated liabilities consist of the following:


	March 31,		December 31,
	2024		2023
Real estate, net	$	12,735,000	$	—
Receivables, net - unbilled straight-line rent	434,000		—
Deferred costs and other assets, net	721,000		—
Total real estate held for sale	$	13,890,000	$	—

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	March 31,		December 31,
	2024		2023
Revolving Credit Agreement	$	1,387,000	$	—
Deferred financing costs, net	(394,000)		—
Total loans payable, net - real estate held for sale	$	993,000	$	—

Related Party Transactions

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company, pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income, and leasing commissions range from 3% to 6%. During the three months ended March 31, 2024, the Company paid WHLR $0.3 million for these services. During the three months ended March 31, 2023, the Company paid WHLR $0.4 million for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. The related party amounts due to WHLR are comprised of:


	March 31,		December 31,
	2024		2023
Financings and real estate taxes	$	7,166,000	$	7,166,000
Management fees	341,000		225,000
Leasing commissions	317,000		161,000
Cost Sharing Agreement allocations (a)	622,000		548,000
Other	—		(6,000)
Total	$	8,446,000	$	8,094,000

(a)Includes allocations for executive compensation and directors' liability insurance.

Critical Accounting Policies

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

The Company believes there have been no material changes to the items disclosed as its critical accounting policies under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Company's 2023 Form 10-K. See Note 2, Summary of Significant Accounting Policies, for recently-adopted accounting pronouncements.

Results of Operations

Year-To-Date Comparison


	Three months ended March 31,				Change
	2024		2023		Dollars		Percent
Revenues	$	8,765,000	$	8,923,000	$	(158,000)	-1.8%
Property operating expenses	(3,811,000)		(3,800,000)		(11,000)		0.3%
Property operating income	4,954,000		5,123,000		(169,000)
Corporate general and administrative	(562,000)		(712,000)		150,000		-21.1%
Depreciation and amortization	(1,892,000)		(2,493,000)		601,000		-24.1%



Interest expense, net	(2,177,000)		(1,904,000)		(273,000)		14.3%




Net income	$	323,000	$	14,000	$	309,000

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Revenues were lower as a result of (1) a decrease of $0.20 million in other income attributable to insurance reimbursements received in 2023, partially offset by (2) an increase of $0.05 million in rental revenues and expense recoveries attributable to same center properties.

Property operating expenses were relatively consistent period over period.

Corporate general and administrative costs were lower primarily as a result of a decrease of $0.20 million in legal and professional fees.

Depreciation and amortization expenses were lower primarily as a result of a decrease of $0.60 million attributable to same center properties.

Interest expense, net was higher as a result of (1) an increase of $0.14 million in interest expense due to an increase in the overall weighted average principal balance, (2) an increase of $0.08 million in interest expense due to an increase in the overall weighted average interest rate, and (3) an increase of $0.05 million in amortization expense of deferred financing costs.

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. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared. 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 (the most directly comparable GAAP financial measure):


	For the three months ended March 31,
	2024			2023
Operating income	$	2,500,000		$	1,918,000
Add (deduct):
Corporate general and administrative	562,000			712,000



Depreciation and amortization	1,892,000			2,493,000
Straight-line rents	(232,000)			(190,000)
Above (below) market lease amortization, net	(75,000)			(23,000)
Other non-property revenue	170,000			(45,000)
NOI related to properties not defined as same-property	—			(204,000)
Same-Property NOI	$	4,817,000		$	4,661,000

Number of same properties	19			19
Same-property occupancy, end of period	85.3		%	84.8		%
Same-property leased, end of period	89.5		%	87.2		%
Same-property average base rent, end of period	$	10.59		$	10.28

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Same-Property NOI for the three months ended March 31, 2024 increased 3.3% compared to the same period in the prior year. The results are driven primarily by an increase in average base rent of $0.31 per square foot and an increase in occupancy of 50 basis points. Property operating expenses were relatively consistent period over period.

Leasing Activity

The following is a summary of the Company's retail leasing activity for the 19-property portfolio:


	Three months ended March 31,
	2024			2023
Renewals (a):
Leases renewed with rate increase (sq feet)	32,267			56,171
Leases renewed with rate decrease (sq feet)	—			—
Leases renewed with no rate change (sq feet)	—			2,000
Total leases renewed (sq feet)	32,267			58,171

Leases renewed with rate increase (count)	3			5
Leases renewed with rate decrease (count)	—			—
Leases renewed with no rate change (count)	—			1
Total leases renewed (count)	3			6

Option exercised (count)	3			2

Weighted average on rate increases (per sq foot)	$	0.61		$	0.42
Weighted average on rate decreases (per sq foot)	$	—		$	—
Weighted average on all renewals (per sq foot)	$	0.61		$	0.40

Weighted average change of renewals over prior rates	3.07		%	3.96		%

New Leases (a) (b):
New leases (sq feet)	15,705			3,800
New leases (count)	4			2
Weighted average rate (per sq foot)	$	16.58		$	19.72

Weighted average change of new leases over prior rates	-12.46		%	75.28		%

(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 square feet and weighted average rate (per square foot) on new leases.

Liquidity and Capital Resources

The Company funds operating expenses and other liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations and the $9.8 million in restricted cash and the Revolving Credit Agreement as of March 31, 2024. The Revolving Credit Agreement is due at maturity on February 28, 2025, and is expected to be repaid with cash from property sales. The Company is working to increase revenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets and financing of properties.

The Company has $6.1 million outstanding construction commitments at March 31, 2024.

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 preferred stock dividends through the

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first quarter of 2024 and has continued to declare preferred stock dividends through the second quarter of 2024. Future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements.

Net Cash Flows


	Three months ended March 31,
	2024		2023
Cash flows provided by (used in):
Operating activities	$	2,066,000	$	1,507,000
Investing activities	$	(2,102,000)	$	(475,000)
Financing activities	$	(746,000)	$	(2,688,000)

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, 2024. 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.

Investing Activities

Net cash flows used in investing activities were primarily the result of the Company's expenditures for property improvements. During the three months ended March 31, 2024, the Company incurred $2.1 million of expenditures for property improvements. During the three months ended March 31, 2023, the Company incurred $0.5 million of expenditures for property improvements. The increase in expenditures is due to the increased leasing activity.

Financing Activities

During the three months ended March 31, 2024, the Company received $1.4 million related to the Revolving Credit Agreement and $1.0 million related to the Timpany Plaza Loan Agreement, which was partially offset by $2.7 million of preferred stock distributions and $0.4 million of deferred financing costs paid by the Company. During the three months ended March 31, 2023, the Company paid $2.7 million of preferred stock distributions.

Funds From Operations

We use funds from operations ("FFO"), a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

We believe the computation of FFO in accordance with Nareit's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide

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some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.

A reconciliation of net loss attributable to common shareholders to FFO and AFFO is as follows:


	Three months ended March 31,
	2024		2023
Net loss attributable to common shareholders	$	(2,365,000)	$	(2,674,000)
Real estate depreciation and amortization	1,892,000		2,493,000



FFO applicable to common shares	(473,000)		(181,000)
Straight-line rents	(232,000)		(190,000)
Deferred financing costs amortization	146,000		89,000
Above (below) market lease amortization, net	(75,000)		(23,000)

AFFO applicable to common shares	$	(634,000)	$	(305,000)

FFO per common share	$	(0.03)	$	(0.01)

AFFO per common share	$	(0.05)	$	(0.02)




Weighted average number of common shares	13,718,000		13,718,000

Inflation, Deflation and Economic Condition Considerations

The U.S. continues to experience elevated levels of inflation, which could continue or worsen. Substantially all of the Company's tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company's business. Conversely, deflation could lead to downward pressure on rents and other sources of income.

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including ensuring that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of March 31, 2024, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our filings under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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, 2024, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Part II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

Incorporated by Reference

Item

Title or Description

Form

Filing Date

31.1†

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

31.2†

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

32.1†

Section 1350 Certification of Chief Executive Officer

32.2†

Section 1350 Certification of Chief Financial Officer

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.

101.SCH†

Inline XBRL Taxonomy Extension Schema Document

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE†

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104†

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

_______________________________________________

† Filed or furnished herewith.

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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/ CRYSTAL PLUM
		Crystal Plum
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


May 6, 2024