UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020

OR

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

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.)

44 South Bayles Avenue, Port Washington, New York 11050-3765

(Address of principal executive offices)     (Zip Code)

(516) 767-6492

(Registrant's telephone number, including area code)

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

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 May 11, 2020, there were 89,327,992 shares of Common Stock, $0.06 par value, outstanding.

1

CEDAR REALTY TRUST, INC.

INDEX

Forward-Looking Statements		3
Part I. Financial Information
Item 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets – March 31, 2020 and December 31, 2019	4
	Consolidated Statements of Operations – Three months ended March 31, 2020 and 2019	5
	Consolidated Statements of Comprehensive (Loss) – Three months ended March 31, 2020 and 2019	6
	Consolidated Statements of Equity – Three months ended March 31, 2020 and 2019	7-8
	Consolidated Statements of Cash Flows – Three months ended March 31, 2020 and 2019	9
	Notes to Consolidated Financial Statements – March 31, 2020	10-18
Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	19-25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25-26
Item 4.	Controls and Procedures	26
Part II. Other Information
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27-28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		30

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 economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including: (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to large and small businesses, particularly including our retail tenants and other retailers, that have suffered significant declines in revenues as a result of mandatory business shut-downs, “shelter-in-place” or “stay-at-home” orders and social distancing practices, as well as individuals adversely impacted by the COVID-19 pandemic, (b) the duration of any such orders or other formal recommendations for social distancing and the speed and extent to which revenues of our retail tenants recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments or honor other commitments under existing leases, (d) the potential adverse impact on returns from redevelopment projects, (e) to the extent we were seeking to sell properties in the near term, significantly greater uncertainty regarding our ability to do so at attractive prices, and (f) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the short term and negative consequences that will occur if these trends are not quickly reversed; (ii) the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (iii) the loss or bankruptcy of the Company’s tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration, the Company’s ability to re-lease its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant, particularly, in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic, and the significant uncertainty as to when and the conditions under which potential tenants will be able to operate physical retail locations in future; (v) macroeconomic conditions, such as a disruption of or lack of access to capital markets and the adverse impact of the recent significant decline in the Company’s share price from prices prior to the spread of the COVID-19 pandemic; (vi) financing risks, such as the Company’s inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (viii) the impact of the Company’s leverage on operating performance; (ix) risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; (x) risks endemic to real estate and the real estate industry generally(xi) competitive risks; (xii) risks related to the geographic concentration of the Company’s properties in the Washington, D.C. to Boston corridor; (xiii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; ; (xiv) the inability of the Company to realize anticipated returns from its redevelopment activities; (xv) uninsured losses; (xvi) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xvii) information technology security breaches. For further discussion of factors that could materially affect the 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, 2019 and other documents that the Company files with the Securities and Exchange Commission from time to time.

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

3

CEDAR REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

	March 31,			December 31,
	2020			2019
ASSETS
Real estate:
Land	$	290,530,000		$	293,456,000
Buildings and improvements		1,218,254,000			1,221,750,000
		1,508,784,000			1,515,206,000
Less accumulated depreciation		(398,367,000	)		(389,861,000	)
Real estate, net		1,110,417,000			1,125,345,000
Real estate held for sale		17,073,000			13,230,000
Cash and cash equivalents		74,882,000			2,747,000
Receivables		22,850,000			22,164,000
Other assets and deferred charges, net		43,552,000			42,139,000
TOTAL ASSETS	$	1,268,774,000		$	1,205,625,000
LIABILITIES AND EQUITY
Mortgage loan payable	$	46,127,000		$	46,370,000
Finance lease obligation		5,358,000			5,364,000
Unsecured revolving credit facility		182,000,000			106,000,000
Unsecured term loans		473,018,000			472,841,000
Accounts payable and accrued liabilities		61,654,000			50,502,000
Unamortized intangible lease liabilities		9,966,000			10,473,000
Total liabilities		778,123,000			691,550,000
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, 89,327,000 and 89,020,000 shares, issued and outstanding, respectively)		5,360,000			5,341,000
Treasury stock  (2,968,000 and 3,068,000 shares, respectively, at cost)		(15,305,000	)		(16,311,000	)
Additional paid-in capital		872,575,000			872,724,000
Cumulative distributions in excess of net income		(513,127,000	)		(503,725,000	)
Accumulated other comprehensive (loss)		(21,933,000	)		(7,009,000	)
Total Cedar Realty Trust, Inc. shareholders' equity		487,111,000			510,561,000
Noncontrolling interests:
Minority interests in consolidated joint ventures		611,000			435,000
Limited partners'  OP Units		2,929,000			3,079,000
Total noncontrolling interests		3,540,000			3,514,000
Total equity		490,651,000			514,075,000
TOTAL LIABILITIES AND EQUITY	$	1,268,774,000		$	1,205,625,000

See accompanying notes to consolidated financial statements

4

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended March 31,
	2020			2019
REVENUES
Rental revenues	$	35,115,000		$	36,592,000
Other		7,370,000			291,000
Total revenues		42,485,000			36,883,000
EXPENSES
Operating, maintenance and management		7,721,000			7,967,000
Real estate and other property-related taxes		5,122,000			5,210,000
General and administrative		5,002,000			4,798,000
Depreciation and amortization		13,747,000			10,129,000
Total expenses		31,592,000			28,104,000
OTHER
Gain on sales		-			101,000
Impairment charges		(7,474,000	)		-
Total other		(7,474,000	)		101,000
OPERATING INCOME		3,419,000			8,880,000
NON-OPERATING INCOME AND EXPENSES
Interest expense		(5,517,000	)		(5,891,000	)
Total non-operating income and expenses		(5,517,000	)		(5,891,000	)
NET (LOSS) INCOME		(2,098,000	)		2,989,000
Net (income) loss attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		(176,000	)		(105,000	)
Limited partners' interest in Operating Partnership		28,000			(2,000	)
Total net (income) attributable to noncontrolling interests		(148,000	)		(107,000	)
NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		(2,246,000	)		2,882,000
Preferred stock dividends		(2,688,000	)		(2,688,000	)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(4,934,000	)	$	194,000
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):	$	(0.06	)	$	0.00
Weighted average number of common shares - basic and diluted		86,370,000			86,580,000

See accompanying notes to consolidated financial statements

5

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)

(unaudited)

	Three months ended March 31,
	2020			2019
Net (loss) income	$	(2,098,000	)	$	2,989,000
Other comprehensive income - unrealized (loss) on change in fair value of cash flow hedges		(15,014,000	)		(5,442,000	)
Comprehensive (loss)		(17,112,000	)		(2,453,000	)
Comprehensive (income) attributable to noncontrolling interests		(58,000	)		(74,000	)
Comprehensive (loss) attributable to Cedar Realty Trust, Inc.	$	(17,170,000	)	$	(2,527,000	)

See accompanying notes to consolidated financial statements

6

CEDAR REALTY TRUST, INC.

Consolidated Statement of Equity

Three months ended March 31, 2020

(unaudited)

	Cedar Realty Trust, Inc. Shareholders
															Cumulative			Accumulated
									Treasury			Additional			distributions			other
	Preferred stock				Common stock				stock,			paid-in			in excess of			comprehensive
	Shares		Amount		Shares		Amount		at cost			capital			net income			income			Total
Balance, December 31, 2019		6,450,000	$	159,541,000		89,020,000	$	5,341,000	$	(16,311,000	)	$	872,724,000		$	(503,725,000	)	$	(7,009,000	)	$	510,561,000
Net (loss) income		—		—		—		—		—			—			(2,246,000	)		—			(2,246,000	)
Unrealized (loss) on change in fair value of cash flow hedges		—		—		—		—		—			—			—			(14,924,000	)		(14,924,000	)
Share-based compensation, net		—		—		305,000		19,000		1,006,000			(159,000	)		—			—			866,000
Common stock sales, net of issuance expenses		—		—		2,000		—		—			5,000			—			—			5,000
Preferred stock dividends		—		—		—		—		—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—		—		—			—			(4,468,000	)		—			(4,468,000	)
Reallocation adjustment of limited partners' interest		—		—		—		—		—			5,000			—			—			5,000
Balance, March 31, 2020		6,450,000	$	159,541,000		89,327,000	$	5,360,000	$	(15,305,000	)	$	872,575,000		$	(513,127,000	)	$	(21,933,000	)	$	487,111,000

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

See accompanying notes to consolidated financial statements

7

CEDAR REALTY TRUST, INC.

Consolidated Statement of Equity

Three months ended March 31, 2019

(unaudited)

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

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

See accompanying notes to consolidated financial statements

8

CEDAR REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended March 31,
	2020			2019
OPERATING ACTIVITIES
Net (loss) income	$	(2,098,000	)	$