CDR-PB 10-Q

Cedar Realty Trust, Inc. (CDR-PB)

10-Q 2023-11-07 For: 2023-09-30

View Original

Added on April 06, 2026


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)


Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – September 30, 2023 (unaudited) and December 31, 2022	4

	Condensed Consolidated Statements of Operations – Three and nine months ended September 30, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income – Three and nine months ended September 30, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Equity – Nine months ended September 30, 2023 and 2022 (unaudited)	7-9

	Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2023 and 2022 (unaudited)	10

	Notes to Condensed Consolidated Financial Statements (unaudited)	11-19

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20-26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	27

Part II. Other Information

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	28 - 29

Signatures		30


	September 30,		December 31,
	2023		2022
	(unaudited)
ASSETS
Real estate:
Land	$	69,085,000	$	69,111,000
Buildings and improvements	296,022,000		294,999,000
	365,107,000		364,110,000
Less accumulated depreciation	(164,369,000)		(157,468,000)
Real estate, net	200,738,000		206,642,000


Cash and cash equivalents	8,606,000		3,899,000
Restricted cash	10,029,000		9,564,000
Receivables, net	5,715,000		6,135,000
Deferred costs and other assets, net	9,756,000		7,924,000
TOTAL ASSETS	$	234,844,000	$	234,164,000

LIABILITIES AND EQUITY
Loans payable, net	$	140,384,000	$	131,462,000
Accounts payable, accrued expenses, and other liabilities	7,300,000		10,094,000
Due to Wheeler Real Estate Investment Trust, Inc.	8,386,000		7,328,000
Below market lease intangibles, net	2,759,000		3,078,000
Total liabilities	158,829,000		151,962,000

Commitments and contingencies	—		—

Equity:
Preferred stock	159,541,000		159,541,000
Common stock ($0.06 par value, 150,000,000 shares authorized, 13,718,000 shares, issued and outstanding)	823,000		823,000
Additional paid-in capital	868,323,000		868,323,000
Cumulative distributions in excess of net income	(952,672,000)		(946,485,000)
Total equity	76,015,000		82,202,000
TOTAL LIABILITIES AND EQUITY	$	234,844,000	$	234,164,000


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
REVENUES
Rental revenues	$	8,340,000	$	7,522,000	$	25,234,000	$	24,329,000
Other revenues	280,000		288,000		593,000		626,000
Total revenues	8,620,000		7,810,000		25,827,000		24,955,000
EXPENSES
Operating, maintenance and management	1,506,000		2,080,000		5,646,000		6,260,000
Real estate and other property-related taxes	1,417,000		1,557,000		4,210,000		4,325,000
Corporate general and administrative	679,000		3,875,000		2,349,000		9,648,000
Depreciation and amortization	2,738,000		4,010,000		8,540,000		9,361,000
Total expenses	6,340,000		11,522,000		20,745,000		29,594,000

OTHER
Gain on sale	2,662,000		—		2,662,000		—
Transaction costs	—		(23,971,000)		—		(58,163,000)
Impairment charges	—		(9,151,000)		—		(9,350,000)
Total other	2,662,000		(33,122,000)		2,662,000		(67,513,000)

OPERATING INCOME (LOSS)	4,942,000		(36,834,000)		7,744,000		(72,152,000)

NON-OPERATING INCOME AND EXPENSES
Interest (expense) income, net	(2,012,000)		615,000		(5,867,000)		(5,222,000)
Total non-operating income and expenses	(2,012,000)		615,000		(5,867,000)		(5,222,000)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS	2,930,000		(36,219,000)		1,877,000		(77,374,000)

DISCONTINUED OPERATIONS
Income from discontinued operations	—		356,000		—		14,302,000
Impairment charges	—		—		—		(16,629,000)
Gain on sales	—		125,500,000		—		125,500,000
Total income from discontinued operations	—		125,856,000		—		123,173,000

NET INCOME	2,930,000		89,637,000		1,877,000		45,799,000

Net income attributable to noncontrolling interests:
Limited partners' interest in Operating Partnership	—		(328,000)		—		(132,000)
Total net income attributable to noncontrolling interests	—		(328,000)		—		(132,000)

NET INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.	2,930,000		89,309,000		1,877,000		45,667,000

Preferred stock dividends	(2,688,000)		(2,688,000)		(8,064,000)		(8,064,000)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	242,000	$	86,621,000	$	(6,187,000)	$	37,603,000

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):
Continuing operations	$	0.02	$	(2.87)	$	(0.45)	$	(6.37)
Discontinued operations	—		9.29		—		9.19
	$	0.02	$	6.42	$	(0.45)	$	2.82

Weighted average number of common shares - basic and diluted	13,718,000		13,494,000		13,718,000		13,357,000


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022

Net income	$	2,930,000	$	89,637,000	$	1,877,000	$	45,799,000

Unrealized (loss) gain on change in fair value of cash flow hedges	—		(3,131,000)		—		8,321,000

Comprehensive income	2,930,000		86,506,000		1,877,000		54,120,000

Comprehensive income attributable to noncontrolling interests	—		(332,000)		—		(195,000)

Comprehensive income attributable to Cedar Realty Trust, Inc.	$	2,930,000	$	86,174,000	$	1,877,000	$	53,925,000


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


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


	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
Net (loss)	—	—		—	—		—		(1,067,000)		(1,067,000)
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, June 30, 2023	6,450,000	159,541,000		13,718,000	823,000		868,323,000		(952,914,000)		75,773,000
Net income	—	—		—	—		—		2,930,000		2,930,000
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, September 30, 2023	6,450,000	$	159,541,000	13,718,000	$	823,000	$	868,323,000	$	(952,672,000)	$	76,015,000


	Cedar Realty Trust, Inc. Shareholders
	Preferred stock			Common stock			Treasury stock, at cost		Additional paid-in capital		Cumulative distributions in excess of net income		Accumulated other comprehensive income		Total
	Shares	Amount		Shares	Amount
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	—	—		—	—		—		—		—		8,289,000		8,289,000
Share-based compensation, net	—	—		(21,000)	(1,000)		2,459,000		(2,498,000)		—		—		(40,000)
Common stock sales, net of issuance expenses	—	—		—	—		—		1,000		—		—		1,000
Preferred stock dividends	—	—		—	—		—		—		(2,688,000)		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—	—		—	—		—		—		(900,000)		—		(900,000)
Reallocation adjustment of limited partners' interest	—	—		—	—		—		(4,000)		—		—		(4,000)
Balance, March 31, 2022	6,450,000	159,541,000		13,637,000	819,000		(10,807,000)		878,508,000		(587,108,000)		31,000		440,984,000
Net (loss)	—	—		—	—		—		—		(42,587,000)		—		(42,587,000)
Unrealized gain on change in fair value of cash flow hedges	—	—		—	—		—		—		—		3,104,000		3,104,000
Share-based compensation, net	—	—		(79,000)	(5,000)		47,000		245,000		—		—		287,000
Purchase of OP Units	—	—		—	—		—		—		—		—		—
Preferred stock dividends	—	—		—	—		—		—		(2,688,000)		—		(2,688,000)
Acquisition of minority interests	—	—		—	—		—		(1,000,000)		—		—		(1,000,000)
Reallocation adjustment of limited partners' interest	—	—		—	—		—		228,000		—		—		228,000
Balance, June 30, 2022	6,450,000	159,541,000		13,558,000	814,000		(10,760,000)		877,981,000		(632,383,000)		3,135,000		398,328,000
Net income	—	—		—	—		—		—		89,309,000		—		89,309,000
Unrealized (loss) on change in fair value of cash flow hedges	—	—		—	—		—		—		—		(3,135,000)		(3,135,000)
Share-based compensation, net	—	—		(3,000)	—		10,760,000		(10,047,000)		—		—		713,000
Common stock offering	—	—		13,718,000	823,000		—		(823,000)		—		—		—
Common stock repurchases	—	—		(13,669,000)	(821,000)		—		821,000		—		—		—
Common stock issuance	—	—		114,000	7,000		—		(7,000)		—		—		—
Preferred stock dividends	—	—		—	—		—		—		(2,688,000)		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—	—		—	—		—		—		(396,400,000)		—		(396,400,000)
Reallocation adjustment of limited partners' interest	—	—		—	—		—		398,000		—		—		398,000
Balance, September 30, 2022	6,450,000	$	159,541,000	13,718,000	$	823,000	$	—	$	868,323,000	$	(942,162,000)	$	—	$	86,525,000


	Noncontrolling Interests
	Minority interest in consolidated joint ventures		Limited partners' interest in Operating Partnership		Total		Total Equity
Balance, December 31, 2021	$	—	$	2,586,000	$	2,586,000	$	439,968,000
Net (loss)	—		(20,000)		(20,000)		(1,076,000)
Unrealized gain on change in fair value of cash flow hedges	—		49,000		49,000		8,338,000
Share-based compensation, net	—		—		—		(40,000)
Common stock sales, net of issuance expenses	—		—		—		1,000
Preferred stock dividends	—		—		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—		(5,000)		(5,000)		(905,000)
Reallocation adjustment of limited partners' interest	—		4,000		4,000		—
Balance, March 31, 2022	—		2,614,000		2,614,000		443,598,000
Net (loss)	—		(176,000)		(176,000)		(42,763,000)
Unrealized gain on change in fair value of cash flow hedges	—		10,000		10,000		3,114,000
Share-based compensation, net	—		—		—		287,000
Purchase of OP Units	—		(726,000)		(726,000)		(726,000)
Preferred stock dividends	—		—		—		(2,688,000)
Acquisition of minority interests	—		—		—		(1,000,000)
Reallocation adjustment of limited partners' interest	—		(228,000)		(228,000)		—
Balance, June 30, 2022	—		1,494,000		1,494,000		399,822,000
Net income	—		328,000		328,000		89,637,000
Unrealized (loss) on change in fair value of cash flow hedges	—		4,000		4,000		(3,131,000)
Share-based compensation, net	—		—		—		713,000
Common stock offering	—		—		—		—
Common stock repurchases	—		—		—		—
Common stock issuance	—		—		—		—
Preferred stock dividends	—		—		—		(2,688,000)
Distributions to common shareholders/noncontrolling interests	—		(1,428,000)		(1,428,000)		(397,828,000)
Reallocation adjustment of limited partners' interest	—		(398,000)		(398,000)		—
Balance, September 30, 2022	$	—	$	—	$	—	$	86,525,000


		September 30, 2023
Description	Maturity dates	Balance outstanding		Contractual interest rates weighted average
Fixed-rate secured term loans:
Timpany Plaza	Sep 2028	$	9,060,000	7.3%
Guggenheim (a)	Nov 2032	110,000,000		5.3%
Patuxent Crossing/Coliseum Marketplace	Jan 2033	25,000,000		6.4%
		144,060,000		5.6%
Unamortized issuance costs		(3,676,000)
		$	140,384,000


For the three months ending December 31, 2023	$	—
December 31, 2024	74,000
December 31, 2025	306,000
December 31, 2026	329,000
December 31, 2027	481,000
December 31, 2028	9,456,000
Thereafter	133,414,000
	$	144,060,000


	(Loss) recognized in other comprehensive income reclassified into earnings (effective portion)

	Three months ended September 30,				Nine months ended September 30,
Classification	2023		2022		2023		2022
Continuing Operations	$	—	$	—	$	—	$	(2,320,000)


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

	September 30, 2023				December 31, 2022
	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


	Three months ended September 30,				Change
	2023		2022		Dollars		Percent
Revenues	$	8,620,000	$	7,810,000	$	810,000	10.4%
Property operating expenses	(2,923,000)		(3,637,000)		714,000		-19.6%
Property operating income	5,697,000		4,173,000		1,524,000
Corporate general and administrative	(679,000)		(3,875,000)		3,196,000		-82.5%
Depreciation and amortization	(2,738,000)		(4,010,000)		1,272,000		-31.7%
Gain on sale	2,662,000		—		2,662,000		n/a
Impairment charges	—		(9,151,000)		9,151,000		n/a
Transaction costs	—		(23,971,000)		23,971,000		n/a
Interest (expense) income, net	(2,012,000)		615,000		(2,627,000)		-427.2%
Income (loss) from continuing operations	2,930,000		(36,219,000)		39,149,000
Discontinued operations:
Income from discontinued operations	—		356,000		(356,000)		-100.0%
Gain on sales	—		125,500,000		(125,500,000)		n/a
Net income	2,930,000		89,637,000		(86,707,000)
Net income attributable to noncontrolling interests	—		(328,000)		328,000		n/a
Net income attributable to Cedar Realty Trust, Inc.	$	2,930,000	$	89,309,000	$	(86,379,000)


	Nine months ended September 30,
	2023		2022
OPERATING ACTIVITIES
Net income	$	1,877,000	$	45,799,000
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales	(2,662,000)		(125,500,000)
Impairment charges	—		25,979,000
Straight-line rents and expenses, net	(665,000)		(376,000)
Credit adjustments on operating lease receivables	(504,000)		1,070,000
Depreciation and amortization	8,540,000		19,088,000
Above (below) market lease amortization, net	(233,000)		(595,000)
Expense relating to share-based compensation, net	—		1,608,000
Amortization of deferred financing costs	276,000		2,679,000
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Receivables, net	1,588,000		(15,232,000)
Deferred costs and other assets, net	(2,630,000)		(6,007,000)
Accounts payable, accrued expenses, and other liabilities	(662,000)		29,063,000
Net cash provided by (used in) operating activities	4,925,000		(22,424,000)

INVESTING ACTIVITIES
Expenditures for real estate improvements	(3,094,000)		(21,693,000)
Net proceeds from sales of real estate	2,759,000		699,337,000
Contributions to unconsolidated joint venture	—		(155,000)
Net cash (used in) provided by investing activities	(335,000)		677,489,000

FINANCING ACTIVITIES
Repayments under revolving credit facility	—		(70,000,000)
Advances under revolving credit facility	—		4,000,000
Repayment of term note	—		(300,000,000)
Proceeds (termination payment) related to interest rate swap	—		3,400,000
Mortgage proceeds	9,060,000		130,000,000
Mortgage repayments	—		(664,000)
Payments of deferred financing costs	(414,000)		(3,807,000)
Noncontrolling interests:
Distributions to limited partners	—		(467,000)
Acquisition of joint venture minority interest share	—		(1,000,000)
Redemption of OP units	—		(966,000)
Preferred stock dividends	(8,064,000)		(8,064,000)
Distributions to common shareholders	—		(397,300,000)


	Nine months ended September 30,
	2023		2022
Supplemental disclosure of cash activities:
Cash paid for interest	$	5,467,000	$	12,273,000
Supplemental disclosure of non-cash activities:
Capitalization of interest and financing costs	—		1,035,000
Buildings and improvements included in accounts payable, accrued expenses, and other liabilities	407,000		641,000
Payoff of mortgages through mortgage assumptions	—		157,925,000


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Base rents	$	6,003,000	$	5,698,000	$	17,789,000	$	18,180,000
Expense recoveries - variable lease revenue	1,759,000		1,698,000		5,674,000		5,953,000
Percentage rent - variable lease revenue	85,000		71,000		369,000		337,000
Straight-line rents	203,000		3,000		665,000		(42,000)
Above (below) market lease amortization, net	105,000		90,000		233,000		411,000
	8,155,000		7,560,000		24,730,000		24,839,000
Credit adjustments on operating lease receivables	185,000		(38,000)		504,000		(510,000)
Total rental revenues	$	8,340,000	$	7,522,000	$	25,234,000	$	24,329,000


	September 30,		December 31,
	2023		2022
2022 financings and real estate taxes	$	7,166,000	$	7,166,000
Management fees	220,000		110,000
Leasing commissions	555,000		85,000
Cost Sharing Agreement allocations (a)	424,000		—
Other	21,000		(33,000)
Total	$	8,386,000	$	7,328,000


	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
Operating income (loss)	$	4,942,000		$	(36,834,000)		$	7,744,000		$	(72,152,000)
Add (deduct):
Corporate general and administrative	679,000			3,875,000			2,349,000			9,648,000
Gain on sale	(2,662,000)			—			(2,662,000)			—
Transaction costs	—			23,971,000			—			58,163,000
Impairment charges	—			9,151,000			—			9,350,000
Depreciation and amortization	2,738,000			4,010,000			8,540,000			9,361,000
Straight-line rents	(203,000)			(3,000)			(665,000)			42,000
Above (below) market lease amortization, net	(105,000)			(90,000)			(233,000)			(411,000)
Other non-property revenue	(104,000)			11,000			(225,000)			38,000
NOI related to properties not defined as same-property	(4,000)			84,000			(75,000)			(365,000)
Same-property NOI	$	5,281,000		$	4,175,000		$	14,773,000		$	13,674,000

Number of same properties	19			19			19			19
Same-property occupancy, end of period	85.2		%	82.6		%	85.2		%	82.6		%
Same-property leased, end of period	88.7		%	84.5		%	88.7		%	84.5		%
Same-property average base rent, end of period	$	10.57		$	10.37		$	10.57		$	10.37


Exhibit 2.1.a						Asset Purchase Agreement, dated as of March 2, 2022, by and among Cedar Realty Trust, Inc., DRA Fund X-B LLC, and KPR Centers LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on March 3, 2022.*
Exhibit 2.1.b						First Amendment to Asset Purchase and Sale Agreement, dated as of April 1, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC, incorporated by reference to Exhibit 2.1.b of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.c						Second Amendment to Asset Purchase and Sale Agreement, dated as of April 29, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC, incorporated by reference to Exhibit 2.1.c of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.1.d						Third Amendment to Asset Purchase and Sale Agreement, dated as of July 7, 2022, by and among the Seller Parties signature thereto, Cedar Realty Trust, Inc., DRA Fund X-B LLC and KPR Centers LLC incorporated by reference to Exhibit 2.1.d of the Registrant’s Annual Report on Form 10-K filed on March 2, 2023.
Exhibit 2.2.a						Agreement and Plan of Merger, dated as of March 2, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 2.2 of the Registrant’s Form 8-K filed on March 3, 2022.*
Exhibit 2.2.b						First Amendment to Merger Agreement, dated as of April 19, 2022, by and among Wheeler Real Estate Investment Trust, Inc., Wheeler Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Annex B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 21, 2022.
Exhibit 2.2.c						Second Amendment to Merger Agreement, entered into as of August 9, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub, Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P., incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on August 12, 2022.


Exhibit 3.1.a						Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-K for the year ended December 31, 2013 filed on February 25, 2014.
Exhibit 3.1.b						Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-A filed on August 18, 2017.
Exhibit 3.1.c						Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on August 22, 2017.
Exhibit 3.1.d						Articles Supplementary to Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on December 15, 2017.
Exhibit 3.1.e						Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 7, 2018.
Exhibit 3.1.f						Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 27, 2020.
Exhibit 3.2						Articles of Amendment to the Articles of Incorporation of Cedar Realty Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on November 27, 2020.
Exhibit 31.1						Rule 13a-14(a) Certification of Chief Executive Officer
Exhibit 31.2						Rule 13a-14(a) Certification of Chief Financial Officer
Exhibit 32.1						Section 1350 Certification of Chief Executive Officer
Exhibit 32.2						Section 1350 Certification of Chief Financial Officer

Exhibit 101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRLtags are embedded within the Inline XBRL document.

Exhibit 101.SCH						Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


By:	/s/ M. ANDREW FRANKLIN	By:	/s/ CRYSTAL PLUM
	M. Andrew Franklin		Crystal Plum
	Chief Executive Officer and President (Principal Executive Officer)		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


	November 7, 2023