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 September 30, 2022

OR

☐ 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
7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	CDRpB	New York Stock Exchange
6-1/2% 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 ☒ 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 November 4, 2022, there were 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 – September 30, 2022 and December 31, 2021	4
	Condensed Consolidated Statements of Operations – Three and nine months ended September 30, 2022 and 2021	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and nine months ended September 30, 2022 and 2021	6
	Condensed Consolidated Statements of Equity – Nine months ended September 30, 2022 and 2021	7-10
	Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2022 and 2021	11
	Notes to Condensed Consolidated Financial Statements	12-22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23-30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
Part II. Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		33

2

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 ability of the Company to successfully integrate its business with Wheeler Real Estate Investment Trust, Inc. following the completion of the Transactions (as defined herein); (ii) the risk that shareholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; (iii) the ability and willingness of the Company's tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (iv) the loss or bankruptcy of the Company's tenants; (v) the ability and willingness of the Company's tenants to renew their leases with the Company upon expiration, 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; (vi) 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, including increased inflation and interest rates, and consumer confidence; (vii) risks endemic to real estate and the real estate industry generally; (viii) damage to the Company's properties from catastrophic weather and other natural events, and the physical effects of climate change; (ix) uninsured losses; (x) the Company's ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xi) 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 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.

3

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2022			2021
	(unaudited)
ASSETS
Real estate:
Land	$	71,763,000		$	68,865,000
Buildings and improvements		292,715,000			300,962,000
		364,478,000			369,827,000
Less accumulated depreciation		(157,831,000	)		(155,250,000	)
Real estate, net		206,647,000			214,577,000
Real estate held for sale		—			757,037,000
Investment in unconsolidated joint venture		—			4,654,000
Cash and cash equivalents		2,062,000			3,039,000
Restricted cash		11,404,000			230,000
Receivables		5,579,000			13,580,000
Other assets and deferred charges, net		8,348,000			23,777,000
TOTAL ASSETS	$	234,040,000		$	1,016,894,000
LIABILITIES AND EQUITY
Mortgage loan payable - held for sale	$	—		$	156,821,000
Finance lease obligation - held for sale		—			5,314,000
Unsecured revolving credit facility		—			66,000,000
Unsecured term loans		—			298,903,000
Secured term loan, net		126,596,000			—
Accounts payable and accrued liabilities		8,645,000			42,099,000
Due to Wheeler Real Estate Investment Trust, Inc.		7,358,000			—
Unamortized intangible lease liabilities		4,916,000			5,367,000
Unamortized intangible lease liabilities - held for sale		—			2,422,000
Total liabilities		147,515,000			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, 13,718,000 and 13,658,000 shares, issued and outstanding, respectively)		823,000			820,000
Treasury stock (0 and 387,000 shares, respectively, at cost)		—			(13,266,000	)
Additional paid-in capital		868,323,000			881,009,000
Cumulative distributions in excess of net income		(942,162,000	)		(582,464,000	)
Accumulated other comprehensive loss		—			(8,258,000	)
Total Cedar Realty Trust, Inc. shareholders' equity		86,525,000			437,382,000
Noncontrolling interests:
Limited partners' OP Units		—			2,586,000
Total noncontrolling interests		—			2,586,000
Total equity		86,525,000			439,968,000
TOTAL LIABILITIES AND EQUITY	$	234,040,000		$	1,016,894,000

See accompanying notes to condensed consolidated financial statements

4

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
REVENUES
Rental revenues	$	7,696,000		$	8,409,000		$	24,139,000		$	29,854,000
Other		288,000			86,000			626,000			420,000
Total revenues		7,984,000			8,495,000			24,765,000			30,274,000
EXPENSES
Operating, maintenance and management		2,254,000			1,259,000			6,070,000			5,419,000
Real estate and other property-related taxes		1,557,000			1,520,000			4,325,000			5,200,000
General and administrative		3,875,000			3,965,000			9,648,000			13,465,000
Depreciation and amortization		4,010,000			3,038,000			9,361,000			9,475,000
Total expenses		11,696,000			9,782,000			29,404,000			33,559,000
OTHER
Gain on sales		—			—			—			48,857,000
Transaction costs		(23,971,000	)		—			(58,163,000	)		—
Impairment charges		(9,151,000	)		(58,987,000	)		(9,350,000	)		(57,138,000	)
Total other		(33,122,000	)		(58,987,000	)		(67,513,000	)		(8,281,000	)
OPERATING LOSS		(36,834,000	)		(60,274,000	)		(72,152,000	)		(11,566,000	)
NON-OPERATING INCOME AND EXPENSES
Interest income (expense)		615,000			(3,152,000	)		(5,222,000	)		(11,134,000	)
Total non-operating income and expenses		615,000			(3,152,000	)		(5,222,000	)		(11,134,000	)
NET LOSS FROM CONTINUING OPERATIONS		(36,219,000	)		(63,426,000	)		(77,374,000	)		(22,700,000	)
DISCONTINUED OPERATIONS
Income from discontinued operations		356,000			6,292,000			14,302,000			17,236,000
Impairment charges		—			(23,749,000	)		(16,629,000	)		(23,749,000	)
Gain on sales		125,500,000			—			125,500,000			1,047,000
Total income (loss) from discontinued operations		125,856,000			(17,457,000	)		123,173,000			(5,466,000	)
NET INCOME (LOSS)		89,637,000			(80,883,000	)		45,799,000			(28,166,000	)
Net (income) loss attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		—			(125,000	)		—			(397,000	)
Limited partners' interest in Operating Partnership		(328,000	)		492,000			(132,000	)		214,000
Total net (income) loss attributable to noncontrolling interests		(328,000	)		367,000			(132,000	)		(183,000	)
NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		89,309,000			(80,516,000	)		45,667,000			(28,349,000	)
Preferred stock dividends		(2,688,000	)		(2,688,000	)		(8,064,000	)		(8,064,000	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	86,621,000		$	(83,204,000	)	$	37,603,000		$	(36,413,000	)
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):
Continuing operations	$	(2.87	)	$	(4.97	)	$	(6.37	)	$	(2.36	)
Discontinued operations		9.29			(1.31	)		9.19			(0.41	)
	$	6.42		$	(6.28	)	$	2.82		$	(2.77	)
Weighted average number of common shares - basic and diluted		13,494,000			13,252,000			13,357,000			13,191,000

See accompanying notes to condensed consolidated financial statements

5

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net income (loss)	$	89,637,000		$	(80,883,000	)	$	45,799,000		$	(28,166,000	)
Unrealized (loss) gain on change in fair value of cash flow hedges		(3,131,000	)		1,595,000			8,321,000			6,811,000
Comprehensive income (loss)		86,506,000			(79,288,000	)		54,120,000			(21,355,000	)
Comprehensive (income) loss attributable to noncontrolling interests		(332,000	)		358,000			(195,000	)		(228,000	)
Comprehensive income (loss) attributable to Cedar Realty Trust, Inc.	$	86,174,000		$	(78,930,000	)	$	53,925,000		$	(21,583,000	)

See accompanying notes to condensed consolidated financial statements

6

CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

Nine months ended September 30, 2022

(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) loss			Total
Balance, December 31, 2021		6,450,000	$	159,541,000		13,658,000	$	820,000	$	(13,266,000	)	$	881,009,000	$	(582,464,000	)	$	(8,258,000	)	$	437,382,000
Net (loss)		—		—		—		—		—			—		(1,056,000	)		—			(1,056,000	)
Unrealized gain on change in fair value of cash flow hedges		—		—		—		—		—