CEDAR REALTY TRUST, INC.

Previous wording

In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions as further described under the caption above entitled "Cautionary Note on Forward-Looking Statements." Our actual results or other events and the timing of events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the caption above entitled "Cautionary Note on Forward-Looking Statements."

Current wording

In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions as further described under the caption above entitled "Cautionary Note on Forward-Looking Statements." Our actual results or other events and the timing of events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the caption above entitled "Cautionary Note on Forward-Looking Statements." These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry.

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 September 30, 2024, the Company owned a portfolio of 17 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, predominantly located in the Northeast, and is a subsidiary of WHLR. At March 31, 2025, the Company owned a portfolio of 14 properties.

Previous wording

The following properties were sold during the nine months ended September 30, 2024 and 2023:

Current wording

The following properties were sold during the three months ended March 31, 2025:

Previous wording

On September 25, 2024, the Company announced and commenced the Tender Offer, which expired on October 24, 2024. See Note 7, Shareholders' Equity, and Note 11, Subsequent Events, to the accompanying condensed consolidated financial statements.

Current wording

On January 28, 2025, the December 2024 Tender Offer expired in accordance with its terms. On February 21, 2025, the Company announced and commenced the February 2025 Tender Offers, which consisted of the February 2025 Series B Offer and the February 2025 Series C Offer. On March 21, 2025, the February 2025 Series C Offer expired in accordance with its terms and the February 2025 Series B Offer was extended and expired on April 4, 2025. See Liquidity and Capital Resources below, and Note 7, Shareholders' Equity, and Note 12, Subsequent Events, to the accompanying condensed consolidated financial statements.

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 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.

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 months ended March 31, 2025, the Company paid WHLR $0.5 million for these services. During the three months ended March 31, 2024, the Company paid WHLR $0.3 million for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of March 31, 2025 and December 31, 2024, the related party amounts due to WHLR were $9.6 million and $9.5 million, respectively.

Previous 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.

Current wording

Revenues were lower primarily as a result of (1) a decrease of $1.56 million in rental revenues and expense recoveries, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.19 million in market lease amortization and straight line rents and (3) an increase of $0.04 million in rental revenues and expense recoveries, net of credit adjustments on operating lease receivables, attributable to same center properties.

Previous 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.

Current wording

Property operating expenses were lower primarily as a result of (1) a decrease of $0.68 million in property operating expenses attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.02 million in property operating expenses attributable to same center properties.

Previous wording

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

Current wording

Corporate general and administrative costs were higher primarily as a result of an increase in professional fees.

Previous 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.

Current wording

Depreciation and amortization expenses were higher primarily as a result of (1) an increase of $0.50 million attributable to same center properties, partially offset by (2) a decrease of $0.42 million in depreciation and amortization attributable to properties that were sold in 2024 and 2025.

Previous wording

Impairment charges in 2024 relate to Oregon Avenue, located in Philadelphia, Pennsylvania.

Current wording

Gain on sales in 2025 relate to the sales of Webster Commons, located in Webster, Massachusetts and Oregon Avenue, located in Philadelphia, Pennsylvania.

Previous 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.

Current wording

Interest expense, netwas lower as a result of (1) a decrease of $0.05 million in interest expense due to a decrease in the overall weighted average principal debt balance, (2) a decrease of $0.04 million in amortization expense of deferred financing costs and (3) $0.10 million in interest income.

Previous wording

Same-property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared. 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.

Current wording

Same-property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes) for properties that are owned and operated for the entirety of both periods being compared. Because Same-Property NOI excludes general and administrative expenses, depreciation and amortization, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from operating income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. 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.

Previous wording

Same-Property NOI for the three and nine months ended September 30, 2024 decreased 10.1% and increased 0.3%, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2024 was primarily due to (1) an increased bad debt provision, in part due to the Big Lots bankruptcy (2) increased one-time property operating expenses, which was partially offset by (3) an increase of 150 basis points in occupancy. The increase for the nine months ended

Current wording

Same-Property NOI for the three months ended March 31, 2025 increased 1.6% compared to the same period in the prior year. The increase for the three months ended March 31, 2025 was primarily due to (1) an increase in revenues and (2) a decrease in property operating expenses.

Previous wording

(a)Lease data presented is based on average rate per square foot over the renewed or new lease term.

Current wording

(1)Lease data presented is based on average rate per square foot over the renewed or new lease term.

Previous wording

(b)The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.

Current wording

(2)The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.

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, 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.

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 $16.1 million in cash, cash equivalents and restricted cash as of March 31, 2025. As of March 31, 2025, the Company did not have any scheduled debt maturities for the twelve months ending March 31, 2026. On April 4, 2025, the Company entered into the April 2025 Bridge Loan for $10.0 million with a maturity date of January 4, 2026. 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.

Previous wording

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

Current wording

The Company has $1.2 million outstanding construction commitments at March 31, 2025.

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 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.

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 first quarter of 2025 and has continued to declare preferred stock dividends through the second quarter of 2025. 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 $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.

Current wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $1.7 million for the three months ended March 31, 2025. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $2.2 million for the three months ended March 31, 2024.

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 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.

Current wording

Net cash flows provided by (used in) 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 three months ended March 31, 2025, the Company received $13.9 million of net proceeds from the sale of Webster Commons and $2.8 million of net proceeds from the sale of Oregon Avenue, partially offset by $0.5 million of expenditures incurred for property improvements. During the three months ended March 31, 2024, the Company incurred $2.1 million of expenditures for property improvements.

Previous 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

Current wording

During the three months ended March 31, 2025, the Company repurchased $21.2 million of preferred stock, paid down borrowings of $9.2 million primarily under the October 2022 Term Loan Agreement, paid $2.1 million of preferred stock dividends and paid $0.5 million in a loan prepayment premium. During the three months ended March 31, 2024, the Company paid $2.7 million of preferred stock dividends and paid $0.4 million of deferred financing costs, which was partially offset by $1.4 million of proceeds from the $9.5 million revolving credit agreement entered into on February 29, 2024 and $1.0 million of proceeds from the Timpany Plaza Loan Agreement.

Previous wording

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

Current wording

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

Previous wording

Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. The duration of the Company's indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases. The degree and pace of these changes have had and may continue to have impacts on our business.

Current wording

Fluctuations in interest rates and recent governmental tariff-related measures could significantly impact our operating portfolio and overall financial performance. Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. The duration of the Company's indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases. In a low or stable interest rate environment, we may benefit from lower borrowing costs, enabling strategic investments, acquisitions, or capital returns to shareholders. Additionally, we monitor market conditions to adjust our capital allocation accordingly, maintain a disciplined financial approach and seek to optimize returns while managing exposure to interest rate volatility. The degree and pace of these changes have had and may continue to have impacts on our business. Changes in tariffs could lead to construction cost variances for the Company, additional tenant costs, which may affect rental rates, and shifts in tenant mix that may impact the Company's operating income.