8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2019

CEDAR REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-31817	42-1241468
(Commission File Number)	(IRS Employer Identification No.)

44 South Bayles Avenue

Port Washington, New York 11050

(Address of Principal Executive Offices) (Zip Code)

(516) 767-6492

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)  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. ☐

Items 2.02 and 7.01.Results of Operations and Financial Condition, and Regulation FD.

 On May 2, 2019, Cedar Realty Trust, Inc. issued a press release announcing its comparative financial results as well as certain supplemental financial information for the three months ended March 31, 2019. The press release and the supplemental financial information are furnished as Exhibit 99.1 and are incorporated herein by reference.

The information in this Current Report on Form 8-K is furnished under Item 2.02 – “Results of Operations and Financial Condition” and Item 7.01 – “Regulation FD Disclosure”. This information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in any such filing.

 Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

99.1 Cedar Realty Trust, Inc. Supplemental Financial Information at March 31, 2019 (including press release dated May 2, 2019).

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 hereunto duly authorized.

CEDAR REALTY TRUST, INC.

/s/ PHILIP R. MAYS

Philip R. Mays

Executive Vice President, Chief Financial Officer and Treasurer

(Principal financial officer)

Dated: May 2, 2019

EX-99.1

CEDAR REALTY TRUST, INC.

Supplemental Financial Information

March 31, 2019

(unaudited)

TABLE OF CONTENTS

Earnings Press Release	4 - 6
Financial Information
Condensed Consolidated Balance Sheets	7
Condensed Consolidated Statements of Operations	8
Supporting Schedules to Consolidated Statements	9
Funds From Operations and Additional Disclosures	10
EBITDA for Real Estate and Additional Disclosures	11
Summary of Outstanding Debt and Maturities	12
Portfolio Information
Real Estate Summary	13 - 15
Leasing Activity	16
Tenant Concentration	17
Lease Expirations	18
Same-Property Net Operating Income	19
Summary of Dispositions and Real Estate Held for Sale	20
Non-GAAP Financial Disclosures	21

  2

Forward-Looking Statements

The information contained in this Supplemental Financial Information is unaudited and does not purport to disclose all items required by accounting principles generally accepted in the United States (“GAAP”). In addition, certain statements made 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, involve known and unknown risks, uncertainties and other factors which may cause actual results, performance and outcomes to differ materially from those expressed or implied in forward-looking statements. Factors which could cause actual results to differ materially from current expectations include, among others: adverse general economic conditions in the United States and uncertainty in the credit and retail markets; financing risks, such as the inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability; risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, tenant bankruptcies, adverse impact of internet sales demand, 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 impact of the Company’s level of indebtedness on operating performance; inability of tenants to meet their rent and other lease obligations; adverse impact of new technology and e-commerce developments on the Company’s tenants; competitive risk; risks related to the geographic concentration of the Company’s properties in the Washington D.C. to Boston corridor; the effects of natural and other disasters; and the inability of the Company to realize anticipated returns from its redevelopment activities. Please refer to the documents filed by Cedar Realty Trust, Inc. with the SEC, specifically the Company’s most recent Annual Report on Form 10-K, as it may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC, which identify additional risk factors that could cause actual results to differ from those contained in forward-looking statements.

  3

CEDAR REALTY TRUST REPORTS FIRST

QUARTER 2019 RESULTS

Port Washington, New York – May 2, 2019 – Cedar Realty Trust, Inc. (NYSE:CDR – the “Company”) today reported results for the first quarter ended March 31, 2019. Net income attributable to common shareholders was $0.00 per diluted share compared to net loss of ($0.26) per diluted share for the comparable 2018 period.  Other highlights include:

Highlights

• Funds from operations (FFO) of $0.11 per diluted share

• Same-property net operating income (NOI) decreased 1.2% compared to the same period in 2018

• Signed 42 new and renewal leases for 413,200 square feet in the quarter

• Total portfolio 90.5% leased and same-property portfolio 91.1% leased at quarter-end

• Repurchased 2,050,000 common shares for $6.8 million at an average price of $3.34 per share

• Sold Maxatawny Marketplace, located in Maxatawny, Pennsylvania

“We are pleased with our volume of complete leasing this quarter and even more so about the level of interest and LOI’s received on our urban mixed-use redevelopments,” commented Bruce Schanzer, President and Chief Executive Officer.

Financial Results

Net income attributable to common shareholders for the first quarter of 2019 was $0.2 million or $0.00 per diluted share, compared to net loss of ($23.0) million or ($0.26) per diluted share for the same period in 2018. The principal differences in the comparative three-month results are impairment charges related to properties held for sale along with preferred stock redemption costs in 2018.

NAREIT-defined FFO for the first quarter of 2019 was $10.2 million or $0.11 per diluted share, compared to $8.4 million or $0.09 per diluted share for the same period in 2018. Operating FFO for the first quarter of 2019 was $10.2 million or $0.11 per diluted share, compared to $11.9 million or $0.13 per diluted share for the same period in 2018. The principal difference between Operating FFO and NAREIT-defined FFO is preferred stock redemption costs in 2018.

Portfolio Update

During the first quarter of 2019, the Company signed 42 leases for 413,200 square feet. On a comparable space basis, the Company leased 405,900 square feet at a positive lease spread of 2.3% on a cash basis (new leases increased 5.4% and renewals increased 1.6%).

Same-property NOI for the first quarter of 2019 decreased 1.2% as compared to the same period in 2018. The quarter results were impacted by two Fallas stores vacating in the fourth quarter of 2018 along with a Weiss Markets vacating in the fourth quarter at Oakland Mills and the replacement grocer not commencing cash rent until the end of the first quarter of 2019.

The Company’s total portfolio, excluding properties held for sale, was 90.5% leased at March 31, 2019, compared to 91.0% at December 31, 2018 and 92.6% at March 31, 2018. The Company’s same-property portfolio was 91.1% leased at March 31, 2019, compared to 91.2% at December 31, 2018 and 92.9% at March 31, 2018.

As of March 31, 2019, Carll’s Corner, located in Bridgeton, New Jersey, Fort Washington Center, located in Fort Washington, Pennsylvania, and Suffolk Plaza, located in Suffolk, Virginia, have been classified as “real estate held for sale”.

Balance Sheet

Debt

As of March 31, 2019, the Company had $105.2 million available under its revolving credit facility and reported net debt to earnings before interest, taxes, depreciations, and amortization for real estate (EBITDAre) of 8.4 times. Further, the Company has no debt maturities until early 2021.

  4

Equity

On December 18, 2018, the Company’s Board of Directors approved a stock repurchase program, which authorized the purchase of up to $30.0 million of the Company’s common stock in the open market or through private transactions, subject to market conditions, from time to time, through December 18, 2019. During the three months ended March 31, 2019, the Company repurchased 2,050,000 shares at a weighted average price per share of $3.34. Since approval of the plan on December 18, 2018, the Company has repurchased a total of 2,823,000 shares at a weighted average price per share of $3.25.

2019 Guidance

The Company reaffirms its previously-announced 2019 guidance, as follows:

	Guidance
Net income attributable to common shareholders per diluted share	$0.02 - $0.04
NAREIT-defined FFO per diluted  share	$0.43 - $0.45
Operating FFO per diluted share	$0.44 - $0.46

The guidance is based, in part, on the following:

• Lease costs required to be expensed beginning in 2019 of $2.5 to $3.0 million under new accounting standard

• Same-property NOI growth including redevelopment properties of 1% and excluding redevelopments relatively flat

• Development marketing and community outreach costs at urban properties of $750,000 reflected in redevelopment NOI

• Increase in general and administrative costs of $1.5 million from addition personnel related to urban properties and legal expense in connection with the termination of former Chief Operating Officer

• Decrease in amortization income from intangible lease liabilities $2.0 million (inclusive of $1.5 million related to terminating a dark anchor in 2018)

• Dispositions of approximately $40 million

The principal differences between NAREIT-defined FFO and Operating FFO in the above for 2019 is related to redevelopments.

Non-GAAP Financial Measures

NAREIT-defined FFO is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company considers NAREIT-defined 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 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 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. NAREIT-defined FFO and Operating FFO should be reviewed with GAAP net income attributable to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. A reconciliation of net income (loss) attributable to common shareholders to NAREIT-defined FFO and Operating FFO for the three months ended March 31, 2019 and 2018 is detailed in the attached schedule.

EBITDAre is a recognized supplemental non-GAAP financial measure. The Company presents EBITDAre in accordance with the definition adopted by NAREIT, which generally defines EBITDAre as net income plus interest expense, income tax expense, depreciation, amortization, and impairment write-downs of depreciated property, plus or minus losses and gains on the disposition of depreciated property, and adjustments to reflect the Company’s share of EBITDAre of unconsolidated affiliates. The Company believes EBITDAre provides additional information with respect to the Company’s performance and ability to meet its future debt service requirements. The Company also considers Adjusted EBITDAre 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 acquisition pursuit and redevelopment costs. The Company believes Adjusted EBITDAre further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items. EBITDAre and Adjusted EBITDAre should be reviewed with GAAP net income, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities and should not be considered as an alternative to income from continuing operations or to cash flow from operating activities. The Company’s computation of Adjusted EBITDAre may differ from the computations utilized by other companies and, accordingly, may not be comparable to such companies.

  5

Same-property NOI is a widely recognized supplemental non-GAAP financial measure for REITs.  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 Company considers same-property NOI 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. Same property NOI should be reviewed with consolidated operating income, the most directly comparable GAAP financial measure.

Supplemental Financial Information Package

The Company has issued “Supplemental Financial Information” for the period ended March 31, 2019. Such information has been filed today as an exhibit to Form 8-K and will also be available on the Company’s website at www.cedarrealtytrust.com.

Investor Conference Call

The Company will host a conference call today, May 2, 2019, at 5:00 PM (ET) to discuss the quarterly results. The conference call can be accessed by dialing (877) 705-6003 or (1) (201) 493-6725 for international participants. A live webcast of the conference call will be available online on the Company’s website at www.cedarrealtytrust.com.

A replay of the call will be available from 8:00 PM (ET) on May 2, 2019, until midnight (ET) on May 16, 2019. The replay dial-in numbers are (844) 512-2921 or (1) (412) 317-6671 for international callers. Please use passcode 13689398 for the telephonic replay. A replay of the Company’s webcast will be available on the Company’s website for a limited time.

About Cedar Realty Trust

Cedar Realty Trust, Inc. is a fully-integrated real estate investment trust which focuses on the ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washington, D.C. to Boston. The Company’s portfolio (excluding properties treated as “held for sale”) comprises 56 properties, with approximately 8.6 million square feet of gross leasable area.

For additional financial and descriptive information on the Company, its operations and its portfolio, please refer to the Company’s website at www.cedarrealtytrust.com.

Forward-Looking Statements

Statements made in this press release that are not strictly historical are "forward-looking" statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance and outcomes to differ materially from those expressed or implied in forward-looking statements. Factors which could cause actual results to differ materially from current expectations include, among others:  adverse general economic conditions in the United States and uncertainty in the credit and retail markets; financing risks, such as the inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability; risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, tenant bankruptcies, adverse impact of internet sales demand, 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 impact of the Company's level of indebtedness on operating performance; inability of tenants to meet their rent and other lease obligations; adverse impact of new technology and e-commerce developments on the Company's tenants; competitive risk; risks related to the geographic concentration of the Company's properties in the Washington D.C. to Boston corridor; the effects of natural and other disasters; and the inability of the Company to realize anticipated returns from its redevelopment activities. Please refer to the documents filed by Cedar Realty Trust, Inc. with the SEC, specifically the Company's Annual Report on Form 10-K for the year ended December 31, 2018, as it may be updated or supplemented in the Company's Quarterly Reports on Form 10-Q and the Company's other filings with the SEC, which identify additional risk factors that could cause actual results to differ from those contained in forward-looking statements.

Contact Information:

Cedar Realty Trust, Inc.

Philip R. Mays

Executive Vice President, Chief Financial Officer and Treasurer

(516) 944-4572

  6

CEDAR REALTY TRUST, INC.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2019			2018
ASSETS
Real estate, at cost	$	1,501,608,000		$	1,508,682,000
Less accumulated depreciation		(366,470,000	)		(361,969,000	)
Real estate, net		1,135,138,000			1,146,713,000
Real estate held for sale		13,151,000			11,592,000
Cash and cash equivalents		25,000			1,977,000
Receivables		23,322,000			21,977,000
Other assets and deferred charges, net		50,743,000			40,642,000
TOTAL ASSETS	$	1,222,379,000		$	1,222,901,000
LIABILITIES AND EQUITY
Liabilities:
Mortgage loan payable	$	47,083,000		$	47,315,000
Capital lease obligation		5,381,000			5,387,000
Unsecured revolving credit facility		102,000,000			100,000,000
Unsecured term loans		472,309,000			472,132,000
Accounts payable and accrued liabilities		40,551,000			26,142,000
Unamortized intangible lease liabilities		12,564,000			13,209,000
Total liabilities		679,888,000			664,185,000
Equity:
Preferred stock		159,541,000			159,541,000
Common stock and other shareholders' equity		379,601,000			395,884,000
Noncontrolling interests		3,349,000			3,291,000
Total equity		542,491,000			558,716,000
TOTAL LIABILITIES AND EQUITY	$	1,222,379,000		$	1,222,901,000

  7

CEDAR REALTY TRUST, INC.

Condensed Consolidated Statements of Operations

	Three months ended March 31,
	2019			2018
PROPERTY REVENUES
Rental revenues	$	36,592,000		$	37,447,000
Other		291,000			121,000
Total property revenues		36,883,000			37,568,000
PROPERTY OPERATING EXPENSES
Operating, maintenance and management		7,967,000			7,794,000
Real estate and other property-related taxes		5,210,000			5,079,000
Total property operating expenses		13,177,000			12,873,000
PROPERTY OPERATING INCOME		23,706,000			24,695,000
OTHER EXPENSES AND INCOME
General and administrative		4,798,000			4,494,000
Depreciation and amortization		10,129,000			10,054,000
Gain on sale		(101,000	)		-
Impairment charges		-			21,396,000
Total other expenses and income		14,826,000			35,944,000
OPERATING INCOME (LOSS)		8,880,000			(11,249,000	)
NON-OPERATING INCOME AND EXPENSES
Interest expense		(5,891,000	)		(5,371,000	)
Total non-operating income and expense		(5,891,000	)		(5,371,000	)
NET INCOME (LOSS)		2,989,000			(16,620,000	)
Attributable to noncontrolling interests		(107,000	)		(48,000	)
NET INCOME (LOSS) ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		2,882,000			(16,668,000	)
Preferred stock dividends		(2,688,000	)		(2,799,000	)
Preferred stock redemption costs		-			(3,507,000	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	194,000		$	(22,974,000	)
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED)	$	0.00		$	(0.26	)
Weighted average number of common shares - basic and diluted		86,580,000			87,623,000

  8

CEDAR REALTY TRUST, INC.

Supporting Schedules to Consolidated Statements

Balance Sheets	March 31,		December 31,
	2019		2018
Construction in process (included in real estate, at cost)	$	16,345,000	$	15,151,000
Receivables
Rents and other tenant receivables, net	$	5,631,000	$	4,443,000
Mortgage note receivable		3,500,000		3,500,000
Straight-line rents		14,191,000		14,034,000
	$	23,322,000	$	21,977,000
Other assets and deferred charges, net
Lease origination costs	$	21,151,000	$	21,623,000
Right-of-use assets (a)		14,358,000		-
Interest rate swap assets		4,688,000		8,871,000
Prepaid expenses		6,546,000		5,790,000
Revolving credit facility issuance costs		1,475,000		1,627,000
Other		2,525,000		2,731,000
	$	50,743,000	$	40,642,000
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities	$	23,281,000	$	24,566,000
Right-of-use liabilities (a)		14,417,000		-
Interest rate swap liabilities		2,853,000		1,576,000
	$	40,551,000	$	26,142,000
Statements of Operations	Three months ended March 31,
	2019		2018
Rental revenues
Base rents	$	26,401,000	$	27,159,000
Expense recoveries		9,194,000		9,286,000
Percentage rent		182,000		88,000
Straight-line rents		224,000		245,000
Amortization of intangible lease liabilities, net		591,000		669,000
	$	36,592,000	$	37,447,000

(a) In connection with the adoption of the new lease accounting standard in accordance with GAAP, effective January 1, 2019, the Company recorded right to use assets and liabilities based on its future obligations under its ground lease and executive office lease agreements for which the Company is the lessee.

  9

CEDAR REALTY TRUST, INC.

Funds From Operations and Additional Disclosures

	Three months ended March 31,
	2019			2018
Net income (loss) attributable to common shareholders	$	194,000		$	(22,974,000	)
Real estate depreciation and amortization		10,083,000			10,004,000
Limited partners' interest		2,000			(87,000	)
Gain on sale		(101,000	)		-
Impairment charges		-			21,396,000
Consolidated minority interests:
Share of income		105,000			135,000
Share of FFO		(79,000	)		(124,000	)
Funds From Operations ("FFO") applicable to diluted common shares		10,204,000			8,350,000
Adjustments for items affecting comparability:
Preferred stock redemption costs		-			3,507,000
Operating Funds From Operations ("Operating FFO") applicable  to diluted common shares	$	10,204,000		$	11,857,000
FFO per diluted common share:	$	0.11		$	0.09
Operating FFO per diluted common share:	$	0.11		$	0.13
Weighted average number of diluted common shares:
Common shares and equivalents		90,862,000			91,647,000
OP Units		553,000			347,000
		91,415,000			91,994,000
Additional Disclosures (a):
Straight-line rents	$	224,000		$	245,000
Amortization of intangible lease liabilities		591,000			669,000
Non-real estate amortization		377,000			343,000
Share-based compensation, net		1,015,000			974,000
Maintenance capital expenditures (b)		2,826,000			1,009,000
Lease related expenditures (c)		2,303,000			2,482,000
Development and redevelopment capital expenditures		4,071,000			5,912,000
Capitalized interest and financing costs		258,000			358,000

(a) These additional disclosures are presented to assist with understanding the Company’s real estate operations and capital requirements.  These amounts should not be considered independently or as a substitute for the Company’s consolidated financial statements reported under GAAP.

(b) Consists of payments for building and site improvements.

(c) Consists of payments for tenant improvements and leasing commissions.

  10

CEDAR REALTY TRUST, INC.

EBITDA for Real Estate (“EBITDAre”) and Additional Disclosures

	Three months ended March 31,
	2019			2018
Net income (loss)	$	2,989,000		$	(16,620,000	)
Interest expense		5,891,000			5,371,000
Depreciation and amortization		10,129,000			10,054,000
Gain on sale		(101,000	)		-
Impairment charges		-			21,396,000
EBITDAre		18,908,000			20,201,000
Net debt (a)
Debt, excluding issuance costs	$	624,429,000		$	634,016,000
Capital lease obligation		5,688,000			3,230,000
Unrestricted cash and cash equivalents		(25,000	)		(3,004,000	)
	$	630,092,000		$	634,242,000
Fixed charges (a)
Interest expense	$	5,805,000		$	5,404,000
Preferred stock dividends		2,688,000			2,799,000
Scheduled mortgage repayments		253,000			752,000
	$	8,746,000		$	8,955,000
Debt and Coverage Ratios (b)
Net debt to EBITDAre		8.4	x		7.9	x
Interest coverage ratio (based on EBITDAre)		3.2	x		3.7	x
Fixed charge coverage ratio (based on EBITDAre)		2.2	x		2.3	x

(a) Includes properties "held for sale".

(b) For the purposes of these computations, these ratios have been adjusted to include the annualized results of properties acquired, and to exclude, where applicable, (i) the results related to properties sold, and (ii) lease termination income.

  11

CEDAR REALTY TRUST, INC.

Summary of Outstanding Debt and Maturities

As of March 31, 2019

	Maturity	Interest
	Dates	Rates	Amounts
Secured fixed-rate debt:
Franklin Village Plaza mortgage	Jun 2026	3.9%		47,429,000
Senator Square capital lease obligation (a)	Sep 2050	5.3%		5,688,000
Unsecured debt (b):
Variable-rate (c):
Revolving credit facility (d)	Sep 2021	3.8%		102,000,000
Term loan	Sep 2022	4.0%		50,000,000
Fixed-rate (e):
Term loan	Feb 2021	3.6%		75,000,000
Term loan	Feb 2022	3.0%		50,000,000
Term loan	Sep 2022	2.8%		50,000,000
Term loan	Apr 2023	3.2%		100,000,000
Term loan	Sep 2024	3.7%		75,000,000
Term loan	Jul 2025	4.6%		75,000,000
Total unsecured debt	weighted average	3.6%		577,000,000
Total debt	weighted average	3.6%		630,117,000
Unamortized mortgage, capital lease and term loan issuance costs				(3,344,000	)
Total debt			$	626,773,000
Fixed to variable rate debt ratio:
Fixed-rate debt		75.9%	$	478,117,000
Variable-rate debt		24.1%		152,000,000
		100.0%	$	630,117,000

	Mortgage Loan		Capital Lease		Revolving			Term
Year	Payable		Obligation		Credit Facility			Loans		Amounts
2019	$	750,000	$	24,000	$	-		$	-	$	774,000
2020		1,034,000		33,000		-			-		1,067,000
2021		1,074,000		35,000		102,000,000	(c)		75,000,000		178,109,000
2022		1,116,000		37,000		-			150,000,000		151,153,000
2023		1,160,000		39,000		-			100,000,000		101,199,000
2024		1,206,000		41,000		-			75,000,000		76,247,000
2025		1,253,000		44,000		-			75,000,000		76,297,000
2026		39,836,000		48,000		-			-		39,884,000
Thereafter		-		5,387,000		-			-		5,387,000
	$	47,429,000	$	5,688,000	$	102,000,000		$	475,000,000	$	630,117,000

(a) Maturity date reflects the first date the Company has the right to acquire the underlying land on the capital lease obligation.

(b) Effective April 1, 2019, the weighted average interest rate for the Company’s unsecured credit facilities will increase 14 bps (ranging from an increase of 10 bps to 15 bps for each individual borrowing) as a result of a slight increase in the Company’s leverage ratio.

(c) For variable-rate debt, rate in effect as of March 31, 2019.

(d) Subject to a one-year extension at the Company's option.

(e) 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 swaps which convert the LIBOR rates to fixed rates. Accordingly, these term loans are presented as fixed-rate debt.

  12

CEDAR REALTY TRUST, INC.

Real Estate Summary

As of March 31, 2019

								Average
	Year				Percent			base rent per		Major Tenants (a)
Property Description	acquired		GLA		occupied			leased sq. ft.		Name	GLA
Connecticut
Bethel Shopping Center		2013		101,105		95.1	%	$	23.31	Big Y		63,817
Brickyard Plaza		2004		227,598		97.0	%		8.50	Home Depot		103,003
										Kohl's		58,966
										Michaels		21,429
										Petsmart		20,405
Groton Shopping Center		2007		130,264		100.0	%		12.31	TJ Maxx		30,000
										Goodwill		21,306
										Aldi		17,664
										Planet Fitness		17,500
Jordan Lane		2005		177,504		73.6	%		12.81	Stop & Shop		60,632
										Cardio Fitness		20,283
New London Mall		2009		259,566		92.4	%		14.99	Shop Rite		64,017
										Marshalls		30,627
										Home Goods		25,432
										Petsmart		23,500
										A.C. Moore		20,932
Oakland Commons		2007		90,100		100.0	%		6.37	Walmart		54,911
										Bristol Ten Pin		35,189
Southington Center		2003		155,842		98.5	%		7.79	Walmart		95,482
										NAMCO		20,000
Total Connecticut				1,141,979		92.9	%		12.02
Delaware
Christina Crossing		2017		119,353		89.4	%		17.59	Shop Rite		68,621
Maryland / Washington, D.C.
East River Park		2015		150,038		98.7	%		21.68	Safeway		40,000
										District of Columbia		34,400
Metro Square		2008		71,896		100.0	%		18.14	Shoppers Food Warehouse		58,668
Oakland Mills		2005		58,224		91.0	%		11.58	LA Mart		39,279
San Souci Plaza (b)		2009		264,134		82.6	%		11.19	Shoppers Food Warehouse		61,466
										Marshalls		27,000
										Home Goods		19,688
										World Gym		15,612
Senator Square		2018		61,691		100.0	%		20.79	Unity Health Care		18,750
Shoppes at Arts District		2016		35,676		100.0	%		36.01	Busboys and Poets		9,889
										Yes! Organic Market		7,169
Valley Plaza		2003		190,939		95.8	%		5.75	K-Mart		95,810
										Ollie's Bargain Outlet		41,888
										Tractor Supply		32,095
Yorktowne Plaza		2007		158,982		74.7	%		13.42			37,692
Total Maryland / Washington, D.C.				991,580		89.8	%		14.36
Massachusetts
Fieldstone Marketplace	2005/2012			150,123		80.0	%		12.68	Shaw's		68,000
										Work Out World		32,250
Franklin Village Plaza	2004/2012			303,524		90.7	%		21.85	Stop & Shop		75,000
										Marshalls		26,890
										Boost Fitness		15,807
Kings Plaza		2007		168,243		81.9	%		8.66	Fun Z Trampoline Park		42,997
										Ocean State Job Lot		20,300
										Savers		19,339
Norwood Shopping Center		2006		97,756		98.2	%		10.46	Big Y		42,598
										Planet Fitness		18,830
										Dollar Tree		16,798
The Shops at Suffolk Downs		2005		121,320		100.0	%		13.49	Stop & Shop		74,977

  13

CEDAR REALTY TRUST, INC.

Real Estate Summary (Continued)

As of March 31, 2019

								Average
	Year				Percent			base rent per		Major Tenants (a)
Property Description	acquired		GLA		occupied			leased sq. ft.		Name	GLA
Massachusetts (continued)
Timpany Plaza		2007		183,775		88.9	%		7.63	Stop & Shop		59,947
										Big Lots		28,027
										Gardner Theater		27,576
Webster Commons		2007		98,984		96.7	%		11.57	Big Lots		37,024
										Planet Fitness		18,681
Total Massachusetts				1,123,725		89.8	%		13.60
New Jersey
Pine Grove Plaza		2003		86,089		90.7	%		11.71	Peebles		24,963
The Shops at Bloomfield Station		2016		63,844		86.7	%		19.60	Super Foodtown		28,505
Washington Center Shoppes		2001		157,394		90.9	%		10.24	Acme Markets		66,046
										Planet Fitness		20,742
Total New Jersey				307,327		90.0	%		12.53
New York
Carman's Plaza		2007		195,291		89.8	%		20.42	24 Hour Fitness		54,106
										Key Foods		32,570
										Department of Motor Vehicle		19,310
Pennsylvania
Academy Plaza		2001		137,415		90.3	%		15.62	Acme Markets		50,918
Camp Hill		2002		423,671		99.7	%		15.14	Boscov's		159,040
										Giant Foods		92,939
										LA Fitness		45,000
										Barnes & Noble		24,908
										Staples		20,000
Colonial Commons		2011		408,642		91.9	%		13.38	Giant Foods		67,815
										Dick's Sporting Goods		56,000
										Home Goods		31,436
										Ross Dress For Less		30,000
										Marshalls		27,000
										JoAnn Fabrics		25,500
										David's Furniture		24,970
										Old Navy		15,500
Crossroads II (b)		2008		133,717		95.0	%		19.67	Giant Foods		78,815
Fairview Commons		2007		52,964		66.7	%		10.64	Grocery Outlet		16,650
Gold Star Plaza		2006		71,720		100.0	%		9.23	Redner's		48,920
Golden Triangle		2003		202,790		86.3	%		12.93	LA Fitness		44,796
										Marshalls		30,000
										Staples		24,060
										Aldi		15,242
Halifax Plaza		2003		51,510		100.0	%		13.01	Giant Foods		32,000
Hamburg Square		2004		99,580		67.4	%		6.86	Redner's		56,780
Lawndale Plaza		2015		92,773		100.0	%		18.50	Shop Rite		63,342
Meadows Marketplace	2004/2012			91,518		92.0	%		15.49	Giant Foods		67,907
Newport Plaza		2003		64,489		100.0	%		12.74	Giant Foods		43,400
Northside Commons		2008		69,136		100.0	%		10.20	Redner's		53,019
Palmyra Shopping Center		2005		111,051		87.5	%		7.53	Weis Markets		46,912
										Goodwill		18,104
Port Richmond Village		2001		124,941		90.3	%		14.88	Thriftway		40,000
										Pep Boys		20,615
Quartermaster Plaza		2014		456,602		92.7	%		14.31	Home Depot		150,000
										BJ's Wholesale Club		117,718
										Planet Fitness		23,146
										Staples		20,388
										Petsmart		19,089

  14

CEDAR REALTY TRUST, INC.

Real Estate Summary (Continued)

As of March 31, 2019

								Average
	Year				Percent			base rent per		Major Tenants (a)
Property Description	acquired		GLA		occupied			leased sq. ft.		Name	GLA
Pennsylvania (continued)
Riverview Plaza		2003		236,217		82.4	%		20.80	United Artists		77,700
										Avalon Carpet		25,000
										Pep Boys		22,000
										Staples		18,000
South Philadelphia		2003		251,881		79.6	%		13.03	Shop Rite		54,388
										Ross Dress For Less		31,349
										LA Fitness		31,000
										Modell's		20,000
										Kid City		16,623
Swede Square		2003		100,816		97.0	%		18.50	LA Fitness		37,200
The Commons		2004		203,309		59.2	%		9.68	Pat Catans		52,654
										TJ Maxx		24,404
The Point		2000		268,037		96.9	%		13.29	Burlington Coat Factory		76,665
										Giant Foods		76,627
										A.C. Moore		24,890
										Staples		24,000
Trexler Mall		2005		337,297		79.3	%		11.59	Kohl's		88,248
										Lehigh Wellness Partners		33,227
										Maxx Fitness		28,870
										Marshalls		28,488
										Home Goods		28,181
Trexlertown Plaza		2006		325,171		94.5	%		14.04	Giant Foods		78,335
										Hobby Lobby		57,512
										Burlington Coat Factory		40,000
										Big Lots		33,824
										Tractor Supply		19,097
Total Pennsylvania				4,315,247		89.0	%		14.01
Virginia
Coliseum Marketplace		2005		106,648		100.0	%		17.20	Kroger		57,662
										Michaels		23,981
Elmhurst Square		2006		66,254		96.4	%		10.64	Food Lion		38,272
General Booth Plaza		2005		71,639		96.6	%		15.00	Food Lion		53,758
Glen Allen Shopping Center		2005		63,328		100.0	%		7.14	Publix		63,328
Kempsville Crossing		2005		79,512		93.1	%		11.52	Walmart		41,975
										Farm Fresh		16,938
Oak Ridge Shopping Center		2006		38,700		92.2	%		11.13	Food Lion		33,000
Total Virginia				426,081		96.9	%		12.73
Total                      (90.5% leased at March 31, 2019)				8,620,583		90.2	%	$	13.80

(a) Major tenants are determined as tenants with 15,000 or more sq. ft. of GLA, tenants at single-tenant properties, or the largest tenants at a property, based on GLA.

(b) Although the ownership percentage for these joint ventures are 40% and 60%, respectively, the Company has included 100% of these joint ventures’ results of operations in its calculations, based on partnership promotes, additional equity interests, and/or other terms of the related joint venture agreements.

  15

CEDAR REALTY TRUST, INC.

Leasing Activity (a)

										Tenant		Average
	Leases		Square		New Rent		Prior Rent		Cash Basis	Improvements		Lease
	Signed		Feet		Per. Sq. Ft (a)		Per. Sq. Ft (a)		% Change	Per. Sq. Ft (b)		Term (Yrs)
Total Comparable Leases
1st Quarter 2019		40		405,900	$	12.08	$	11.81	2.3%	$	6.43		5.7
4th Quarter 2018		40		290,800	$	13.32	$	12.55	6.1%	$	11.96		5.9
3rd Quarter 2018		41		191,200	$	12.22	$	11.82	3.4%	$	13.33		7.4
2nd Quarter 2018		31		244,100	$	12.60	$	12.38	1.8%	$	5.63		6.6
Total		152		1,132,000	$	12.53	$	12.13	3.4%	$	8.84		6.2
New Leases - Comparable
1st Quarter 2019		11		72,300	$	12.80	$	12.15	5.4%	$	32.25		7.5
4th Quarter 2018		8		84,000	$	13.20	$	10.87	21.4%	$	38.85		8.5
3rd Quarter 2018		16		81,700	$	10.79	$	11.39	-5.3%	$	31.19		8.9
2nd Quarter 2018		7		47,500	$	9.62	$	12.62	-23.8%	$	28.96		11.9
Total		42		285,500	$	11.82	$	11.63	1.6%	$	33.34		8.9
Renewals - Comparable
1st Quarter 2019		29		333,600	$	11.92	$	11.74	1.6%	$	0.84		5.3
4th Quarter 2018		32		206,800	$	13.36	$	13.22	1.0%	$	1.04		4.9
3rd Quarter 2018		25		109,500	$	13.29	$	12.14	9.4%	$	0.00		6.3
2nd Quarter 2018		24		196,600	$	13.32	$	12.33	8.1%	$	0.00		5.3
Total		110		846,500	$	12.78	$	12.29	3.9%	$	0.58		5.3
Total Comparable and Non-Comparable
1st Quarter 2019		42		413,200	$	12.51	N/A		N/A	$	6.70		5.9
4th Quarter 2018		44		331,300	$	12.75	N/A		N/A	$	15.74		6.5
3rd Quarter 2018		42		193,200	$	12.61	N/A		N/A	$	13.19		7.4
2nd Quarter 2018		35		267,200	$	12.80	N/A		N/A	$	6.62		6.7
Total		163		1,204,900	$	12.66	N/A		N/A	$	10.21		6.5

(a) Leases on this schedule represent retail activity only; office leases are not included. New rent per sq. ft. represents the minimum cash rent under the new lease for the first 12 months of the term. Prior rent per sq. ft. represents the minimum cash rent under the prior lease for the last 12 months of the previous term.

(b) Includes costs of tenant specific landlord work and tenant allowances provided to tenants.  Excludes first generation space.

  16

CEDAR REALTY TRUST, INC.

Tenant Concentration (Based on Annualized Base Rent)

As of March 31, 2019

	Number									Annualized		Percentage
	of				Percentage			Annualized		base rent		annualized
Tenant	stores		GLA		of GLA			base rent		per sq. ft.		base rents
Top twenty tenants (a):
Giant Foods		8		538,000		6.2	%	$	8,876,000	$	16.50		8.3	%
Shop Rite		4		250,000		2.9	%		4,212,000		16.85		3.9	%
Stop & Shop		4		271,000		3.1	%		2,966,000		10.94		2.8	%
Dollar Tree		22		226,000		2.6	%		2,542,000		11.25		2.4	%
LA Fitness		4		158,000		1.8	%		2,110,000		13.35		2.0	%
Big Y		2		106,000		1.2	%		2,006,000		18.92		1.9	%
Home Depot		2		253,000		2.9	%		1,977,000		7.81		1.8	%
Staples		5		106,000		1.2	%		1,773,000		16.73		1.7	%
BJ's Wholesale Club		1		118,000		1.4	%		1,683,000		14.26		1.6	%
Marshalls		6		170,000		2.0	%		1,558,000		9.16		1.5	%
United Artist		1		78,000		0.9	%		1,538,000		19.72		1.4	%
Food Lion		4		163,000		1.9	%		1,514,000		9.29		1.4	%
Shoppers Food Warehouse		2		120,000		1.4	%		1,267,000		10.56		1.2	%
Planet Fitness		5		99,000		1.1	%		1,237,000		12.49		1.2	%
Walmart		3		192,000		2.2	%		1,193,000		6.21		1.1	%
Redner's		3		159,000		1.8	%		1,160,000		7.30		1.1	%
Kohl's		2		147,000		1.7	%		1,129,000		7.68		1.1	%
Home Goods		4		105,000		1.2	%		1,044,000		9.94		1.0	%
Petsmart		3		63,000		0.7	%		971,000		15.41		0.9	%
Shaw's		1		68,000		0.8	%		925,000		13.60		0.9	%
Sub-total top twenty tenants		86		3,390,000		39.3	%		41,681,000		12.30		38.9	%
Remaining tenants		751		4,385,000		50.9	%		65,577,000		14.95		61.1	%
Sub-total all tenants (b)		837		7,775,000		90.2	%	$	107,258,000	$	13.80		100.0	%
Vacant space	N/A			846,000		9.8	%
Total		837		8,621,000		100.0	%

(a) Several of the tenants listed above share common ownership with other tenants:

(1) Giant Foods, Stop & Shop, and Food Lion, (2) Shoppers Food Warehouse and Farm Fresh (GLA of 17,000; annualized base rent of $93,000), and (3) Marshalls, Home Goods, and TJ Maxx (GLA of 54,000; annualized base rent of $529,000).

(b) Comprised of large tenants (15,000 or more GLA) and small tenants as follows:

			Percentage					Annualized		Percentage
	Occupied		of occupied			Annualized		base rent		annualized
	GLA		GLA			base rent		per sq. ft.		base rents
Large tenants		5,342,000		68.7	%	$	58,479,000	$	10.95		54.5	%
Small tenants		2,433,000		31.3	%		48,779,000		20.06		45.5	%
Total		7,775,000		100.0	%	$	107,258,000	$	13.80		100.0	%

  17

CEDAR REALTY TRUST, INC.

Lease Expirations

As of March 31, 2019

										Annualized		Percentage
	Number				Percentage			Annualized		expiring		of annualized
Year of lease	of leases		GLA		of GLA			expiring		base rents		expiring
expiration	expiring		expiring		expiring			base rents		per sq. ft.		base rents
Month-To-Month		46		339,000		4.4	%	$	5,256,000	$	15.50		4.9	%
2019		76		356,000		4.6	%		5,772,000		16.21		5.4	%
2020		129		1,290,000		16.6	%		16,128,000		12.50		15.0	%
2021		133		917,000		11.8	%		14,220,000		15.51		13.3	%
2022		107		610,000		7.8	%		9,564,000		15.68		8.9	%
2023		78		618,000		7.9	%		8,580,000		13.88		8.0	%
2024		69		873,000		11.2	%		10,452,000		11.97		9.7	%
2025		44		614,000		7.9	%		8,316,000		13.54		7.8	%
2026		32		292,000		3.8	%		4,476,000		15.33		4.2	%
2027		35		325,000		4.2	%		4,320,000		13.29		4.0	%
2028		36		370,000		4.8	%		4,476,000		12.10		4.2	%
2029		27		543,000		7.0	%		6,660,000		12.27		6.2	%
Thereafter		25		628,000		8.1	%		9,038,000		14.41		8.4	%
All tenants		837		7,775,000		100.0	%	$	107,258,000	$	13.80		100.0	%
Vacant space	N/A			846,000	N/A
Total portfolio		837		8,621,000	N/A

  18

CEDAR REALTY TRUST, INC.

Same-Property Net Operating Income ("Same-property NOI")

Same-Property NOI (a)	Three months ended March 31,
	2019			2018
Base Rents	$	21,186,000		$	21,647,000
Expense Recoveries		7,140,000			7,148,000
Total Revenues		28,326,000			28,795,000
Operating expenses		9,408,000			9,652,000
Same-Property NOI	$	18,918,000		$	19,143,000
Occupied	90.7%			92.7%
Leased	91.1%			92.9%
Average base rent	$	13.22		$	13.08
Number of same properties	48			48
Same-Property NOI growth	-1.2%
Same-Property NOI Reconciliation (a)	Three months ended March 31,
	2019			2018
Operating income (loss)	$	8,880,000		$	(11,249,000	)
Add (deduct):
General and administrative		4,798,000			4,494,000
Gain on sales		(101,000	)		-
Impairment charges		-			21,396,000
Depreciation and amortization		10,129,000			10,054,000
Straight-line rents		(224,000	)		(245,000	)
Amortization of intangible lease liabilities		(591,000	)		(669,000	)
Other adjustments		(88,000	)		(41,000	)
NOI related to properties not defined as same-property		(3,885,000	)		(4,597,000	)
Same-Property NOI	$	18,918,000		$	19,143,000

(a) Same-Property NOI includes properties that were 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 excluding properties classified as "held for sale". Same-Property NOI (i) excludes non-cash revenues such as straight-line rent adjustments and amortization of intangible lease liabilities, (ii) reflects internal management fees charged to properties, and (iii) excludes infrequent items, such as lease termination fee income.

  19

CEDAR REALTY TRUST, INC.

Summary of Dispositions and Real Estate Held For Sale

				Date			Sales
Dispositions	Location	GLA		Sold			Price
Maxatawny Marketplace	Maxatawny, PA		68,730	2/15/2019			$	10,330,000
							Average
				Percent			base rent per
Real Estate Held for Sale	Location	GLA		occupied			leased sq. ft.
Carll's Corner	Bridgeton, NJ		129,582		39.1	%	$	7.77
Fort Washington Center	Fort Washington, PA		41,000		100.0	%		16.00
Suffolk Plaza	Suffolk, VA		67,216		100.0	%		10.90
			237,798		68.4	%	$	11.14

  20

CEDAR REALTY TRUST, INC.

Non-GAAP Financial Disclosures

Funds From Operations (“FFO”) and Operating Funds From Operations (“Operating FFO”)

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 Investments Trusts (“NAREIT”). NAREIT generally defines FFO as net income attributable to common shareholders (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment provisions on real estate properties, 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 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 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 GAAP 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.

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”) and Adjusted EBITDAre

EBITDAre is a recognized supplemental non-GAAP financial measure. The Company presents EBITDAre in accordance with the definition adopted by NAREIT, which generally defines EBITDAre as net income plus interest expense, income tax expense, depreciation, amortization, and impairment write-downs of depreciated property, plus or minus losses and gains on the disposition of depreciated property, and adjustments to reflect the Company’s share of EBITDAre of unconsolidated affiliates. The Company believes EBITDAre provides additional information with respect to the Company’s performance and ability to meet its future debt service requirements.

The Company also considers Adjusted EBITDAre 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 acquisition pursuit and redevelopment costs. The Company believes Adjusted EBITDAre further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.

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

Same-Property Net Operating Income (“Same-Property NOI”)

Same-property NOI is a widely recognized supplemental non-GAAP financial measure for REITs.  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 Company considers same-property NOI 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.

Same-property NOI should be reviewed with consolidated operating income, the most directly comparable GAAP financial measure. 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. The Company’s computations of same-property NOI may differ from the computations utilized by other REITs and, accordingly, may not be comparable to such REITs.

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