CEDAR REALTY TRUST INC

Previous wording

The Company is a fully-integrated real estate investment trust that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast, and is a subsidiary of WHLR. At June 30, 2024, the Company owned a portfolio of 18 properties.

Current wording

The Company is a fully-integrated real estate investment trust that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers primarily in the Northeast, and is a subsidiary of WHLR. At September 30, 2024, the Company owned a portfolio of 17 properties.

Previous wording

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

Current wording

On February 29, 2024, the Company entered into the Revolving Credit Agreement. The interest rate under the Revolving Credit Agreement was the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments were due monthly, and any outstanding principal was due at maturity on February 28, 2025. The Revolving Credit Agreement was collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds were used for capital expenditures and tenant improvements for such properties. Upon the disposition of Kings Plaza, the outstanding borrowings were repaid and the Revolving Credit Agreement was closed on September 12, 2024.

Previous wording

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

Current wording

On March 28, 2024, the Company received $1.0 million of $2.5 million in deferred loan proceeds under the Timpany Plaza Loan Agreement following the Company's satisfaction of certain lease-related contingencies. On September 30, 2024, the Company received the remaining balance of $1.5 million following the Company's satisfaction of other lease-related contingencies.

Previous wording

At June 30, 2024, real estate held for sale includes South Philadelphia, as the Company has committed to a plan to sell components of the property. There was no real estate held for sale as of December 31, 2023.

Current wording

At September 30, 2024, real estate held for sale was $15.8 million, a result of the Company's commitment to sell components of the South Philadelphia property. There was no real estate held for sale as of December 31, 2023.

Previous wording

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company, pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income, and leasing commissions range from 3% to 6%. During the three and six months ended June 30, 2024, the Company paid WHLR $0.6 million and $0.9 million, respectively, for these services. During the three and six months ended June 30, 2023, the Company paid WHLR $0.0 million and $0.4 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. The related party amounts due to WHLR are comprised of:

Current wording

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income, and leasing commissions range from 3% to 6%. During the three and nine months ended September 30, 2024, the Company paid WHLR $0.0 million and $0.9 million, respectively, for these services. During the three and nine months ended September 30, 2023, the Company paid WHLR $0.7 million and $1.1 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of September 30, 2024 and December 31, 2023, the related party amounts due to WHLR were $9.4 million and $8.1 million, respectively.

Previous wording

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

Current wording

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

Previous wording

Revenues were higher primarily as a result of (1) an increase of $0.34 million in rental revenues and expense recoveries attributable to same center properties, (2) an increase of $0.13 million attributable to lower one-time transactions, (3) an increase of $0.06 million in rental revenues and expense recoveries attributable to a property that was sold in 2024, partially offset by (4) a decrease of $0.21 million in market lease amortization and straight line rents.

Current wording

Revenues were lower primarily as a result of (1) a decrease of $0.14 million in rental revenues and expense recoveries attributable to same center properties, (2) a decrease of $0.27 million in rental revenues and expense recoveries attributable to properties that were sold in 2024, and (3) a decrease of $0.21 million in market lease amortization and straight line rents, partially offset by (4) an increase of $0.11 million in other income attributable to one-time transactions.

Previous wording

Property operating expenses were higher primarily as a result of an increase of $0.13 million in property operating expenses attributable to same center properties.

Current wording

Property operating expenses were higher primarily as a result of (1) an increase of $0.35 million in property operating expenses attributable to same center properties, partially offset by (2) a decrease of $0.12 million in property operating expenses attributable to properties that were sold in 2024.

Previous wording

Corporate general and administrative costs were lower primarily as a result of a decrease of $0.29 million in legal and professional fees.

Current wording

Corporate general and administrative costs were lower primarily as a result of a decrease of $0.18 million in legal and professional fees.

Previous wording

Depreciation and amortization expenses were lower primarily as a result of a decrease of $1.13 million attributable to a property held for sale in 2024.

Current wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.38 million attributable to same center properties, including a $0.06 million decrease attributable to a same center property held for sale in 2024, and (2) a decrease of $0.09 million in depreciation and amortization attributable to properties that were sold in 2024.

Previous wording

Loss on sale in 2024 relates to the sale of Oakland Commons, located in Bristol, Connecticut.

Current wording

Gain on sale in 2024 relates to the sale of Kings Plaza, located in New Bedford, Massachusetts and in 2023 relates to the sale of the outparcel building adjacent to Carll's Corner, located in Bridgeton, New Jersey.

Previous wording

Interest expense, netwas higher as a result of (1) an increase of $0.14 million in interest expense due to an increase in the overall weighted average principal debt balance, (2) an increase of $0.09 million in interest expense due to an increase in the overall weighted average interest rate, and (3) an increase of $0.13 million in amortization expense of deferred financing costs.

Current wording

Interest expense, netwas higher as a result of (1) an increase of $0.30 million in amortization expense of deferred financing costs, (2) an increase of $0.11 million in interest expense due to an increase in the overall weighted average principal debt balance, (3) an increase of $0.07 million in interest expense due to an increase in the overall weighted average interest rate, partially offset by (4) $0.02 million in interest income.

Previous wording

Revenues were higher primarily as a result of (1) an increase of $0.30 million in rental revenues and expense recoveries attributable to same center properties, (2) an increase of $0.05 million in rental revenues and expense recoveries attributable to a property that was sold in 2024, partially offset by (3) a decrease of $0.07 million in other income attributable to one-time transactions and (4) a decrease of $0.12 million in market lease amortization and straight line rents.

Current wording

Revenues were lower primarily as a result of (1) a decrease of $0.19 million in rental revenues and expense recoveries attributable to properties that were sold in 2024, (2) a decrease of $0.64 million in market lease amortization and straight line rents, partially offset by (3) an increase of $0.46 million in rental revenues and expense recoveries attributable to same center properties and (4) an increase of $0.03 million in other income attributable to one-time transactions.

Previous wording

Property operating expenses were higher primarily as a result of an increase of $0.15 million in property operating expenses attributable to same center properties.

Current wording

Property operating expenses were higher primarily as a result of (1) an increase of $0.44 million in property operating expenses attributable to same center properties, partially offset by (2) a decrease of $0.06 million in property operating expenses attributable to a property that was sold in 2024.

Previous wording

Corporate general and administrative costs were lower primarily as a result of a decrease of $0.46 million in legal and professional fees.

Current wording

Corporate general and administrative costs were lower primarily as a result of a decrease of $0.64 million in legal and professional fees.

Previous wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $1.07 million attributable to a property held for sale in 2024 and (2) a decrease of $0.51 million attributable to same center properties.

Current wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $1.99 million attributable to same center properties, including a $1.14 million decrease attributable to a same center property held for sale in 2024, and (2) a decrease of $0.06 million attributable to properties that were sold in 2024.

Previous wording

Interest expense, netwas higher as a result of (1) an increase of $0.28 million in interest expense due to an increase in the overall weighted average principal debt balance, (2) an increase of $0.18 million in amortization expense of deferred financing costs, and (3) an increase of $0.17 million in interest expense due to an increase in the overall weighted average interest rate.

Current wording

Interest expense, netwas higher as a result of (1) an increase of $0.49 million in amortization expense of deferred financing costs, (2) an increase of $0.34 million in interest expense due to an increase in the overall weighted average principal debt balance, (3) an increase of $0.30 million in interest expense due to an increase in the overall weighted average interest rate, partially offset by (4) $0.03 million in interest income.

Previous wording

The Company funds operating expenses and other liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations and the $8.5 million in restricted cash and borrowings from the Revolving Credit Agreement as of June 30, 2024. The Revolving Credit Agreement is due at maturity on February 28, 2025. The Company is working to increase revenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets and financing of properties.

Current wording

The Company funds operating expenses and other liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations, asset sales and the $24.1 million in cash, cash equivalents and restricted cash as of September 30, 2024. The Company does not have any scheduled debt maturities for the twelve months ending September 30, 2025. The Company is working to increase revenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets and financing of properties. During the quarter, the Company repurchased 77,075 shares of Series C Preferred Stock under the Repurchase Program for an aggregate purchase price of approximately $1.0 million. On September 25, 2024, the Company launched a Tender Offer to purchase up to an aggregate of $9.0 million of Series C Preferred Stock. Following the expiration of its Tender Offer on October 24, 2024, the Company accepted for purchase all of the 688,670 shares of Series C Preferred Stock that were properly tendered and not properly withdrawn at or below the $14.00 per share purchase price for an aggregate purchase price of approximately $9.6 million. These repurchases of the Company's Preferred Stock were funded by asset sales.

Previous wording

The Company has $3.5 million outstanding construction commitments at June 30, 2024.

Current wording

The Company has $1.5 million outstanding construction commitments at September 30, 2024.

Previous wording

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its "REIT taxable income," as defined in the Internal Revenue Code of 1986, as amended (the "Code"). The Company paid preferred stock dividends through the second quarter of 2024 and has continued to declare preferred stock dividends through the third quarter of 2024. Future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements.

Current wording

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its "REIT taxable income," as defined in the Internal Revenue Code of 1986, as amended (the "Code"). The Company paid preferred stock dividends through the third quarter of 2024 and has continued to declare preferred stock dividends through the fourth quarter of 2024. Future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements.

Previous wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $4.7 million for the six months ended June 30, 2024. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $4.0 million for the six months ended June 30, 2023.

Current wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $7.1 million for the nine months ended September 30, 2024. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $6.6 million for the nine months ended September 30, 2023.

Previous wording

Net cash flows provided by investing activities were primarily the result of net proceeds received from the sale of real estate, partially offset by the Company's expenditures for property improvements. During the six months ended June 30, 2024, the Company received $5.7 million of net proceeds from the sale of Oakland Commons, partially offset by $5.5 million of expenditures incurred for property improvements. During the six months ended June 30, 2023, the Company incurred $2.1 million of expenditures for property improvements. These increases in expenditures are a result of increased leasing activity.

Current wording

Net cash flows provided by investing activities were primarily the result of net proceeds received from the sale of real estate, partially offset by the Company's expenditures for property improvements. During the nine months ended September 30, 2024, the Company received $13.7 million of net proceeds from the sale of Kings Plaza and $5.7 million of net proceeds from the sale of Oakland Commons, partially offset by $10.0 million of expenditures incurred for property improvements. During the nine months ended September 30, 2023, the Company incurred $3.1 million of expenditures for property improvements, which was partially offset by net proceeds received of $2.8 million from the sale of the outparcel building adjacent to Carll's Corner. These increases in expenditures are a result of increased leasing activity.

Previous wording

During the six months ended June 30, 2024, the Company paid $5.4 million of preferred stock dividends, paid down borrowings of $3.6 million under the Revolving Credit Agreement and paid $0.4 million of deferred financing costs, which was partially offset by $3.6 million in proceeds received from the Revolving Credit Agreement and $1.0 million in proceeds received related to the Timpany Plaza Loan Agreement. During the six months ended June 30, 2023, the Company paid $5.4 million of preferred stock dividends.

Current wording

During the nine months ended September 30, 2024, the Company paid $8.1 million of preferred stock dividends, paid down borrowings of $5.2 million under the Revolving Credit Agreement, repurchased $1.0 million of preferred stock and paid $0.4 million of deferred financing costs, which was partially offset by $5.2 million in proceeds received from the Revolving Credit Agreement and

Previous wording

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

Current wording

We believe the computation of FFO in accordance with Nareit's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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